10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Amendment #1)

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

For the quarterly period ended September 30, 2012

[ ] 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 incorporation or organization)	(I.R.S. Employer Identification No.)

16624 North 90th Street Suite 200 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]

Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date: November 30, 2012 – 81,406,855 shares of common stock ($0.01 par value) outstanding.

Explanatory Note

The sole purpose of this Amendment No. 1 to the Quarterly Report on Form 10-Q (the "Form 10-Q") for the quarterly period ended September 30, 2012, is to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to the Form 10-Q provides the financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).

No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.

Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

Item 6. Exhibits.

Index to Exhibits:

Statements
Condensed Consolidated Balance Sheets at September 30, 2012 and June 30, 2012.
Condensed Consolidated Statements of Operations (Unaudited) for the three months ending   September 30, 2012 and 2011.
Condensed Consolidated Statements of Cash Flows (Unaudited) for the three months ending September 30, 2012 and 2011.
Notes to Condensed Consolidated Financial Statements.
Schedules
All schedules are omitted because they are not applicable or the required information is shown in the Financial Statements or notes thereto.
	Exhibit	Form	Filing	Filed with
Exhibits	#	Type	Date	This Report
Amended and Restated Articles of Incorporation filed with the Minnesota Secretary of State on September 19, 2007.	3.1	8-K	10/4/2007
Bylaws	3.3	10-SB	12/14/2006
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	31.1			X
Certification of Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and Exchange Act of 1934, as amended	31.2			X
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	32.1			X
XBRL Instance Document	101.INS			X
XBRL Taxonomy Extension Schema Document	101.SCH			X
XBRL Taxonomy Extension Calculation Linkbase Document	101.CAL			X
XBRL Taxonomy Extension Definition Linkbase Document	101.DEF			X
XBRL Taxonomy Extension Label Linkbase Document	101.LAB			X
XBRL Taxonomy Extension Presentation Linkbase Document	101.PRE			X

Signatures

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Name	Title	Date
/s/ Erik J. Cooper Erik J. Cooper	Chairman President Chief Executive Officer	December 12, 2012
/s/ Eric Click Eric Click	Director Secretary Treasurer Chief Operating Officer Chief Financial Officer Principal Accounting Officer	December 12, 2012

EX-31.1

Exhibit 31.1

The undersigned certify the following:

1.I have reviewed this Report on Form 10-Q A/1 of Capital Group Holdings, Inc.

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.           The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Name	Title	Date
/s/ Erik J. Cooper Erik J. Cooper	Chairman President Chief Executive Officer	December 12, 2012

EX-31.2

Exhibit 31.2

The undersigned certify the following:

1.I have reviewed this Report on Form 10-Q A/1 of Capital Group Holdings, Inc.

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.           The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Name	Title	Date
/s/ Eric Click Eric Click	Director Secretary Treasurer Chief Operating Officer Chief Financial Officer Principal Accounting Officer	December 12, 2012

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Capital Group Holdings, Inc. (the “Company”) on Form 10-Q A/1 for the period ended September 30, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned certify the following pursuant to Section 18, U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002:

1.   The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.   The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Name	Title	Date
/s/ Erik J. Cooper Erik J. Cooper	Chairman President Chief Executive Officer	December 12, 2012
/s/ Eric Click Eric Click	Director Secretary Treasurer Chief Operating Officer Chief Financial Officer Principal Accounting Officer	December 12, 2012

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CAPITAL STOCK TRANSACTIONS (Details) (USD $)	Sep. 30, 2012	Sep. 20, 2012	Sep. 03, 2012	Aug. 23, 2012	Aug. 16, 2012	Jul. 16, 2012	Sep. 19, 2007
Common shares issued	25,275,734						100,000,000
Common shares issued with a per share value							$ 0.01
Issued shares of restricted common stock		133,334	20,600,000	20,000	1,500,000
Issued shares of restricted common stock for the conversion of an outstanding convertible note		22,400
Outstanding convertible note with a principal balance		$ 5,000
Outstanding convertible note with accrued interest		$ 600
Shares Issued for services rendered Erik J. Cooper					500,000
Shares Issued for services rendered Jean Rice					500,000
Shares Issued for services rendered Eric Click					500,000
Issued shares of restricted common stock in conjunction with a consulting agreement						1,000,000
Value per share based on the consulting agreement						$ 0.10
Issued shares with a consulting agreement with Prodigee Marketing Group, LLC.						2,000,000
Stock was valued per share based on the agreement						$ 0.35

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Deferred Income Taxes And Federal Expiration Transactions (Details) (USD $)	Sep. 30, 2012
Capital loss carry forwards are approximately	$ 432,000
Estimated available net operating losses	6,977,000
Deferred tax asset losses	2,800,000
Valuation allowance	2,800,000
Operating and Capital Losses Federal Expiration:
Operating and Capital Losses Federal Expiration Year 2027	24,000
Operating and Capital Losses Federal Expiration Year 2028	812,000
Operating and Capital Losses Federal Expiration Year 2029	262,000
Operating and Capital Losses Federal Expiration Year 2030	1,068,000
Operating and Capital Losses Federal Expiration Year 2031	3,897,000
Operating and Capital Losses Federal Expiration Year 2032	318,000
Operating and Capital Losses Federal Expiration Year 2033	596,000
Operating and Capital Losses Federal Expiration Total	$ 6,977,000

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Income Taxes Transactions (Details) (USD $)	Sep. 03, 2012
Deferred tax expense of approximately	$ 92,000
Non-current deferred tax liability	139,000
Tax rate utilized	40.00%
Goodwill related to the acquisition increased	$ 231,109

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Fixed assets consist of the following (Tables)

3 Months Ended

Sep. 30, 2012

Fixed assets consist of the following

Fixed assets consist of the following

Fixed assets consist of the following as of September 30, 2012 and 2011:

	2012	2011
Medical and office equipment	$                  232,828	$           18,472
Tenant improvements	527,891	-
	760,719	18,472
Less: accumulated depreciation	(24,535)	(10,630)
	$                  736,184	$             7,842

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Summary of Warrants Activities (Details)	Shares Under Warrants	Weighted Average Exercise Price	Weighted Average Remaining Contract Life (Years)	Aggregate Intrinsic Value
Outstanding at Jun. 30, 2012	2,562,214	0.25	1.25	0
Granted	0	0.00
Expired	0	0.00
Exercised	0	0.00
Exercisable at Sep. 30, 2012	2,562,214	0.25	1.00
Outstanding at Sep. 30, 2012	2,562,214	0.25	1.00

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Fixed Assets Consists Of Following (Details) (USD $)	3 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
Medical and office equipment	$ 232,828	$ 18,472
Tenant improvements	527,891	0
Property And Equipment Gross	760,719	18,472
Less: accumulated depreciation	(24,535)	(10,630)
Property And Equipment Net	736,184	7,842
Depreciation Expense for the period	$ 13,905	$ 1,906

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Related Party Transactions Consists Of The Folowing (Details) (USD $)	Sep. 30, 2012	Jun. 30, 2012	Aug. 09, 2007
AUC borrowed on its revolving line of credit	$ 440,090
loaned on a short term basis to CGH evidenced by two notes totaling	397,690
Notes bear interest per annum	6.00%
First note was due and payable on November 15, 2012	250,000
Second note due and payable on January 15, 2013	147,690
Amount borrowed under the line of credit of approximately	40,000
Big Eye Capital maximum Funding working capital in exchange for newly issued common stock			100,000
common stock issued to Big Eye closing market price per share			$ 1.00
Total available capital increased to			150,000
Big Eye Capital, Inc. provided a total funding value			51,046
Big Eye Capital being issued shares of common stock			51,046
Big Eye Capital provided an additional funding		85,700
Additional funding repaid at the option		10,000
Remaining balance provided in exchange		75,700
Remaining balance provided in exchange for stock subscribed per share		$ 1.00
capital available under the agreement	$ 23,254	$ 23,254

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Going Concern

3 Months Ended

Sep. 30, 2012

Going Concern

Going Concern

4. Going Concern

These condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs, which raises doubts about the ability of the Company to continue as a going concern. In order to continue as a going concern, the Company will need to generate additional revenue and obtain additional capital to fund its operating losses and service its debt. Management of the Company has developed a strategy, which it believes will accomplish this objective through the operations of its recently acquired urgent care clinics, additional equity funding and long term financing, which will enable the Company to operate for the coming year, though there can be no assurance that the Company’s efforts will be successful. As a result, the Company’s independent registered public accounting firm issued a going concern opinion on the consolidated financial statements of the Company for the year ended June 30, 2012. These condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

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Financing Leases Consists Of (Details) (USD $)	Sep. 30, 2012
Effective interest rate on leases	5.00%
Amount payable under financing leases	$ 28,187

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Future Minimum Lease Payments (Tables)

3 Months Ended

Sep. 30, 2012

Future Minimum Lease Payments

Future Minimum Lease Payments

The future minimum lease payments over the next five years and thereafter under these operating leases are as follows:

For the year ended June 30,		Amount
	2013	$        671,434
	2014	704,024
	2015	715,937
	2016	736,898
	2017	759,065
	Thereafter	2,071,779
		$      5,659,137

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Summarizes Information About Warrants Outstanding (Tables)

3 Months Ended

Sep. 30, 2012

Summarizes Information About Warrants Outstanding [Abstract]

Summarizes Information About Warrants Outstanding

The following table summarizes information about the warrants outstanding during the quarter ended September 30, 2012:

	Shares Under  Warrants	Weighted Average Exercise Price	Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
Outstanding as of June 30, 2012	2,562,214	0.25	1.25 Years
Granted	-	-
Expired	-	-
Exercised	-	-
Outstanding as of September 30, 2012	2,562,214	0.25	1.00 Years	$	-
Exercisable as of September 30, 2012	2,562,214	0.25	1.00 Years	$	-

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Operating Leases Consists Of The Following (Details) (USD $)	3 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Jun. 30, 2012
Rent per month for months 7-24	$ 4,811
Rent per month for months 25-36	4,956
Rent per month for months 37-48	5,103
Rent per month for months 49-66	5,256
Recognized Deferred Rent	105,000		0
OneHealth Urgent Care operates locations	7
OneHealth Urgent Care leases a total	26,900
OneHealth Urgent Care leases averaging sq. ft. per clinic	3,800
Term of leases minimum years	7
Term of leases maximum maximum years	14
Rent expense for the operating leases	$ 49,000	$ 30,000

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Operating and Capital Losses Carry Forwards (Tables)

3 Months Ended

Sep. 30, 2012

Operating and Capital Losses Carry Forwards

Operating and Capital Losses Carry Forwards

The Company has the following carry forwards available at September 30, 2012 (State expiration is fifteen years earlier):

Operating and Capital Losses
Federal Expiration	Amount
2027	$ 24,000
2028	812,000
2029	262,000
2030	1,068,000
2031	3,897,000
2032	318,000
2033	596,000
Total	$ 6,977,000

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Purchase of Business Consists of the Following (Details) (USD $)	Sep. 03, 2012
Purchased Assets and Labilities for shares of Common Stock	10,000,000
Committed to issue an additional shares of common stock	10,600,000
Trading price of both the purchase and bonus shares totaling	20,600,000
Stock Price Guarantee for Year 1
Closing Price of the common stock has not been equal to or exceeding for 20 consecutive trading days	$ 1.00
Issue to Sellers number of additional restricted shares	10,000,000
Issue to Sellers number of additional restricted shares value	$ 10,000,000
Issue to Sellers per share	$ 1.00
Stock Price Guarantee cents per share	$ 0.53
common shares issued under the one-time bonus date of the guarantee is June 30, 2013	10,600,000
Stock Price Guarantee for Year 2
Closing Price of the common stock has not been equal to or exceeding	$ 1.50
Issue to Sellers additional restricted shares	10,000,000
Issue to Sellers additional restricted shares value	15,000,000
Issue to Sellers additional shares per share	$ 1.00
Stock Price Guarantee price per share	$ 0.20
common shares issued under the one-time bonus date of the guarantee is June 30, 2014	10,600,000
Value of the purchase was estimated	12,000,000
Net tangible assets acquired value	1,584,200
Remainder Value of the purchase	$ 10,415,800

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Summary of Significant Accounting Policies

3 Months Ended

Sep. 30, 2012

Summary of Significant Accounting Policies [Abstract]

Summary of Significant Accounting Policies

3. Summary of Significant Accounting Policies

The accompanying condensed consolidated financial statements have been prepared without audit, pursuant to the rules and regulations of the United States Securities and Exchange Commission.  These financial statements should be read in conjunction with the consolidated financial statements and notes thereto (the “Audited Financial Statements”) contained in the Company’s Annual Report for the fiscal year ended June 30, 2012 on Form 10-K filed with the Securities and Exchange Commission on October 15, 2012.  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 and the acquisition entry, 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 three month period ended September 30, 2012 are not necessarily indicative of the operating results for the full year.

Principles of Consolidation and Basis of Presentation – As of September 30, 2012, the Company is comprised of itself, its wholly owned subsidiary One Health Urgent Care (“OHUC”), (and its subsidiary Alliance Urgent Care,  PLLC), that operates its newly acquired urgent care facilities (its only current operating line of business). The accompanying unaudited condensed consolidated interim financial statements include the accounts of the Company and its subsidiary. The nature of the urgent care business is to provide alternative treatment facilities to the hospital based emergency room for family related urgent medical care needs. The oldest of these facilities commenced operations in March 2006. As of September 30, 2012, the operations are comprised of six urgent care facilities. These facilities have opened at different times since February of 2007, and are located throughout the metropolitan Phoenix area. A seventh location opened after September 30, 2012. All significant intercompany balances and transactions have been eliminated in the accompanying financial statements.

Use of estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) which requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Ultimate realization of assets and settlement of liabilities in the future could materially differ from those estimates. Significant estimates include the realization of receivables, the method of depreciation/amortization and useful lives assigned to fixed assets and intangible assets, the valuation of stock issued in the acquisition of Alliance and its allocation to the fair value of assets acquired, the realization or impairment of fixed assets, intangible assets and goodwill, and the revenue to be recognized from services performed based on the estimated net rate of reimbursement from the various insurance companies.

Cash and cash equivalents – Cash equivalents are considered to be all highly liquid investments with a maturity of three (3) months or less at the time of purchase. Cash at the end of each period reflects amounts on deposit with banking facilities.

Allowance for doubtful accounts and discounts - The Company’s urgent care business bills all of its patients based upon standard rates. AUC has entered into contracts with various insurance providers whereby the rates are fixed by these contracts. These rates average about twenty-two (22%) percent lower than the standard billing rate. Consequently, the Company records a reserve against its receivable balance to reflect these agreements. This reserve is netted against the reported amount of revenues.

OHUC follows the allowance method of recognizing uncollectible accounts receivable. The allowance method recognizes bad debt expense as a percentage of accounts receivable based on a review of the individual accounts outstanding and the Company’s prior history of uncollectible accounts receivable. The Company does not record or accrue finance charges on accounts receivable, and they are generally unsecured.

Property and Equipment - Fixed assets, stated at cost, are depreciated on the straight-line method for financial statement reporting purposes, over the estimated useful lives of the assets, which range from seven to ten years. Leasehold improvement costs are depreciated over the shorter of the lease term or their useful life. Repairs and maintenance costs are expensed as incurred. Betterments or renewals are capitalized when they occur.

Intangible Assets and Goodwill – Intangible assets are comprised of trade name and goodwill, and customer and process intangibles.  Trade name and goodwill are considered to have indefinite lives and are not amortized.  They are reviewed for impairment whenever circumstances indicate an impairment in value may have occurred.  Customer and process intangibles are amortized over their estimated useful lives of eleven to fourteen years.

Long-Lived Assets – The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. An indicator of impairment is present when the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amount. The Company measures the amount of such impairment by comparing the assets' carrying value to the assets' present value of the expected future discounted cash flows. Impairment charges, if any, are recorded in the period realized.

Fair Value of Financial Instruments - The carrying amounts of financial instruments including cash, accounts receivable and payable, accrued liabilities and debt approximate fair value based on their short maturities or, for debt, based on borrowing rates currently available to the Company for loans with similar terms and maturities.

Fair Value of Financial Assets and Liabilities - Fair value is defined under GAAP as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. GAAP also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1 - Quoted prices in active markets for identical assets or liabilities.

Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The fair value of equity instruments issued in regards to the acquisition of the Alliance Urgent Care business was determined based upon an independent valuation of the operations, using Level 3 inputs.  Further, the independent appraiser allocated the purchase price to the fair value of assets acquired and liabilities assumed.

Revenues - The Company recognizes revenue when all of the following criteria have been met:

· Persuasive evidence of an arrangement exists;

· Delivery has occurred or services have been rendered;

· The fee for the arrangement is fixed or determinable; and

· Collectability is reasonably assured.

The Company’s revenue is currently entirely derived from its urgent care business and is comprised of patient related fees for the provision of emergency medical services. The majority of the Company’s revenue is received from insurance providers associated with the patient. The amount of reimbursement is generally contractually controlled by the insurance providers, and is dependent upon the nature of the service provided. Typically, the Company also receives a co-pay from the patient at the time of service. These are largely paid through the use of credit cards. Merchant fees in regards to the use of credit cards are charged to expense.

The Company’s revenues are subject to some seasonal fluctuation. The Company operates in a geographic area where many of its patients are winter visitors. As such, monthly revenues during the period from late May through September are lower than the remainder of the year.

Income Taxes – As of September 3, 2012, management  recorded a current deferred liability related to the above acquisition to reflect items of income and expenses previously taken for receivables not recognized as income, prepaid expenses net of accrued expenses and payables not previously deducted. The combined amounts of these items generated a deferred tax expense of approximately $92,000. In addition, the Company recorded a non-current deferred tax liability related to the difference in tax depreciation taken versus recorded for book purposes at the time of acquisition of approximately $139,000. The tax rate utilized by the Company was estimated to be 40%. At this time the Company has not recognized any other deferred taxes or recorded a tax benefit for losses incurred as there is no assurance that the Company and its subsidiaries will be profitable in the near future. As a result goodwill related to the acquisition increased by $231,109.

The Company and its subsidiaries are subject to the possibility of federal or state income tax examinations. Currently, there have been no such examinations and the entities are open for audit for approximately the last four years. Management believes there have been no uncertain tax positions reported in their filings.

The Company has accrued for unremitted payroll taxes, and employee withholdings due to various state and federal agencies along with accrued interest and penalties on the amounts outstanding as of September 30, 2012 as part of accrued payroll liabilities.

Earnings Per Share - Basic and diluted loss per share of common stock was computed by dividing net loss by the weighted average number of shares of common stock outstanding.

Diluted earnings per share are computed based on the weighted average number of shares of common stock and dilutive securities outstanding during the period. Dilutive securities are comprised of options, warrants, convertible debt, and share price guarantees, that are freely exercisable into common stock at less than the prevailing market price. Dilutive securities are not included in the weighted average number of shares when inclusion would increase the earnings per share or decrease the loss per share. As of September 30, 2012 and 2011, there were no dilutive securities included in the loss per share calculation as the effect would be antidilutive.

Advertising - The Company expenses advertising costs as incurred.

Recently Issued Accounting Pronouncements - The Company has reviewed all 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 condensed consolidated financial statements.

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Fair values of the assets acquired and liabilities assumed (Details) (USD $)	Sep. 30, 2012
Goodwill	$ 5,546,909
Trade Name	300,000
Customer Related Intangibles	1,900,000
Process Related Intangibles	2,900,000
Liabilities Assumed	(860,000)
Deferred Income Tax.	(231,109)
Cash	562,800
Receivables	573,100
Prepaid Expenses	219,700
Property and Equipment.	667,200
Deposits.	65,700
Note Receivable - Capital Group	250,700
Total Value of Common Stock Issued	$ 12,000,000

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Earnings Per Share Consists of The Following (Details)	3 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
Common stock subscribed	592,367
Warrants to purchase common stock	2,562,214	2,562,214
Convertible promissory notes		20,000
Share price guarantee on AUC acquisition - Short Term	18,267,925
Share price guarantee on AUC acquisition - Long Term	99,910,000
Total potentially dilutive securities	121,332,506	2,582,214

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CONDENSED CONSOLIDATED BALANCE SHEETS (USD $)	Sep. 30, 2012	Jun. 30, 2012
Current assets:
Cash and cash equivalents	$ 670,582	$ 8,452
Accounts receivable, net of allowance for doubtful accounts and discounts	606,482	0
Other receivables	105,435	0
Prepaid expenses - current	310,030	0
Other assets	17,500	7,500
Total current assets	1,710,029	15,952
Property and equipment, net of depreciation	736,184	7,842
Prepaid expenses - long-term	495,197	0
Intangible assets, net of amortization	4,770,459	0
Trade name	300,000	0
Goodwill	5,546,909	0
Note receivable	10,000	10,000
Deposits	65,703	0
TOTAL ASSETS	13,634,481	33,794
Current Liabilites:
Accounts payable	485,209	181,004
Accounts payable to related party	4,165	4,165
Accrued expenses and payroll	1,316,085	943,871
Notes payable and line of credit - current portion	490,236	0
Convertible notes payable, net of discounts and warrants	0	4,944
Financing leases, current	28,187	0
Deferred income tax - current	92,450	0
Total current liabilities	2,416,332	1,133,984
Long-Term Liabilities:
Notes payable	69,705	0
Deferred income tax - long-term	138,579	0
Marketing advance	0	190,000
TOTAL LIABILITIES	2,624,616	1,323,984
STOCKHOLDERS' EQUITY (DEFICIENCY)
Common stock, $0.01 par value, 100,000,000 shares authorized 81,406,855 and 56,131,121 issued and outstanding as of September 30, 2012 and June 30, 2012, respectively	814,068	561,311
Additional paid-in capital	21,981,086	9,318,200
Common stock subscribed	241,457	260,700
Accumulated deficit	(12,026,746)	(11,430,401)
Total stockholders' equity (deficiency)	11,009,865	(1,290,190)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)	$ 13,634,481	$ 33,794

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Future Minimum Lease Payments over the next five years (Details) (USD $)	Jun. 30, 2012
Future Minimum Lease Payments 2013	$ 671,434
Future Minimum Lease Payments 2014	704,024
Future Minimum Lease Payments 2015	715,937
Future Minimum Lease Payments 2016	736,898
Future Minimum Lease Payments 2017	759,065
Future Minimum Lease Payments Thereafter	2,071,779
Future Minimum Lease Payments Total	$ 5,659,137

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Organization and Nature of Business

3 Months Ended

Sep. 30, 2012

Organization and Nature of Business

Organization and Nature of Business

1. Organization and Nature of Business

Capital Group Holdings, Inc. (the “Company” or “CGHI”) was incorporated under the laws of the state of Minnesota in 1980 as Implant Technologies, Inc. On September 19, 2007, the Company filed a certificate of amendment to the Company’s Articles of Incorporation changing its name to Oasis Online Technologies, Corp.  On October 29, 2010, we changed our name to Capital Group Holdings, Inc.

For the period from April 26, 2006 to September 3, 2012, the Company had not generated revenues from operations. The Company’s primary activities during this period had been developing its products, developing markets, securing strategic alliances and securing funding. During that period, the Company was considered to be in the development stage, and had reported its activities in accordance with the provisions of ASC 915, Development Stage Entities. On September 3, 2012 the Company acquired all of the assets and related obligations of a group of companies who owned and operated urgent care facilities within the Phoenix, Arizona metropolitan market. Consequently, the Company ceased reporting as a development stage entity as of September 3, 2012 (See Footnote 2 below detailing the acquisition).

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Other Receivable Transactions (Details) (USD $)	Sep. 30, 2012
Receivable from landlord	$ 105,435

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Contingencies

3 Months Ended

Sep. 30, 2012

Contingencies

Contingencies

17. Contingencies

On November 13, 2012, the Company appeared as a Defendant in the action entitled Christopher Bressler, M.D. vs. Alliance Urgent Care, P.L.L.C., et al. filed by Christopher Bressler, M.D. in the Superior Court of Arizona, Maricopa County on September 13, 2012.

The named defendants are: Alliance Urgent Care, P.L.L.C., MCS Ventures I, P.C., MCS Ventures II, P.C., MCS Ventures III, P.C., MCS Ventures IV, P.C., MCS Ventures V, P.C., MCS Ventures VI, P.C., MCS Ventures VII, Michael Blumhoff, M.D., Capital Group Holdings, Inc. and Erik J. and Jane Doe Cooper.

Pursuant to the Complaint, Mr. Bressler is seeking damages relating to his employment and alleged ownership interests in Alliance Urgent Care, P.L.L.C. and the MCS Ventures I-VII, P.C. entities. Mr. Bressler is further seeking dissolution of Alliance Urgent Care, P.L.L.C. and the MCS Ventures I-VII, P.C. entities

Management believes the complaint to be meritless and that the Company will prevail in the action. As such, no accrual for any potential negative outcome or loss has been recorded in the accompanying financial statements as of September 30, 2012.

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Prepaid Expenses Transactions (Details) (USD $)	Sep. 30, 2012
Current Prepaid Expenses	$ 310,030
Non-current Prepaid Expenses	495,197
Prepaid expenses Total	$ 805,227

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Summarizes Fair Value of Assets and Liabilities (Tables)

3 Months Ended

Sep. 30, 2012

Summarizes Fair Value of Assets and Liabilities

Summarizes Fair Value of Assets and Liabilities

The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date:

Assets and Liabilities		Amount ($)
Goodwill                                                       Trade Name                                                       Customer Related Intangibles Process Related Intangibles Liabilities Assumed                                                       Deferred Income Tax Cash                                                       Receivables                                                       Other Receivables                                                       Prepaid Expenses                                                       Property and Equipment Deposits                                                       Note Receivable – Capital Group	$	5,546,909 300,000 1,900,000 2,900,000 (860,000) (231,109) 562,800 573,100 105,000 219,700 667,200 65,700 250,700
Total Value of Common Stock Issued	$	12,000,000

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Purchase of Business

3 Months Ended

Sep. 30, 2012

Purchase of Business [Abstract]

Purchase of Business

2. Purchase of Business

On September 3, 2012 (amended on November 30, 2012 with an effective date of September 3, 2012), the Company purchased all of the assets, liabilities, and operations of the combined entities owning Alliance Urgent Care (MCS Ventures I through VII) along with all of the assets, liabilities, and operations of Alliance Urgent Care pursuant to an Asset Purchase Agreement between the Company and its wholly owned subsidiary One Health Urgent Care (OHUC), and MCS Ventures I through VII, P.C. (seven separate entities; collectively “AUC”) ”) for 10,000,000 shares of the Company’s common stock. In addition, under a separate Employment Agreement the Company committed to issue an additional 10,600,000 shares of its common stock as a one-time stock bonus upon the execution of the Employment Agreement. The Company is a publicly traded entity whose stock is listed under the symbol CGHC on the OTCQB operated by OTC Markets (the “OTC QB”). The Company formed OHUC as a wholly owned subsidiary to purchase the assets of AUC and after the date of the purchase, AUC operates as a wholly owned subsidiary of OHUC.

Under the terms of the Asset Purchase Agreement the trading price of both the purchase and bonus shares, totaling 20,600,000 shares, contains a stock price guarantee that provides for the following:

 A.           Stock Price Guarantee for Year #1, if by September 5, 2013, the Closing Price of the common stock of Capital Group Holdings, Inc. has not been equal to or exceeding $1.00 for 20 consecutive trading days immediately prior, Capital Group Holdings, Inc. shall issue to Sellers such number of additional restricted shares of its common stock as to make up the difference between $10,000,000 (10,000,000 purchase shares X $1.00) and the actual Closing Price of the common stock multiplied by 10,000,000 shares.  (For example if the actual Closing Price of the common stock was $.80 Sellers would be issued 2,500,000 additional shares.  {$10 million – $8 million [$0.80 X 10,000,000 = $8,000,000] = $2 million shortfall; $2,000,000/$0.80 per share = 2,500,000 additional shares).

Floor Price.  For purposes of calculating the Stock Price Guarantee there shall be a floor price set for each of the two periods limiting the amount of stock to be issued to compensate Sellers for certain price fluctuations;  $0.53 cents per share for the Stock Price Guarantee for Year # 1.

The same price guarantee and floor price applies to the 10,600,000 common shares issued under the one-time bonus; however, the date of the guarantee is June 30, 2013.

 B.           Stock Price Guarantee for Year # 2, if by September 5, 2014, the Closing Price of the Common stock of Capital Group Holdings, Inc., has not been equal to or exceeding $1.50 for 20 consecutive trading days immediately prior, Capital Group Holdings, Inc. shall issue to Sellers such number of additional restricted shares of its common stock as to make up the difference between $15,000,000 (10,000,000 purchase shares X $1.50) and the actual Closing Price of the common stock multiplied by 10,000,000 shares. (For example if the actual Closing Price of the common stock was $ 1.00 Sellers would be issued 5,000,000 additional shares).

Floor Price.  For purposes of calculating the Stock Price Guarantee there shall be a floor price set for each of the two periods limiting the amount of stock to be issued to compensate Sellers for certain price fluctuations;  $0.20 cents per share for the Stock Price Guarantee for Year # 2

The same price guarantee and floor price applies to the 10,600,000 common shares issued under the one-time bonus; however, the date of the guarantee is June 30, 2014.

Pursuant to this acquisition the Company had an appraisal performed to identify fair market value of the assets and obligations purchased. The appraisal was conducted by an independent appraiser that valued, among other things, the asset purchase agreement consideration, the value of an employment agreement associated with the purchase and an upfront signing bonus. The total value of the purchase was estimated to be $12,000,000. The net tangible assets acquired had a value of $1,584,200 with the remainder of the purchase price, $10,415,800, allocated by the appraiser to intangible assets as follows: trade name - $300,000, customer related intangibles - $1,900,000, specific processes - $2,900,000, and the remainder associated with cost-in-excess of these assets, or goodwill, of $5,315,800 (not including the effect of the deferred taxes noted below for $231,109). It was estimated that the trade name and goodwill would have an indefinite life, with the customer related intangible and the processes having lives of fourteen (14) and eleven (11) years, respectively. Goodwill and trade name would be subject to impairment valuations periodically in accordance with GAAP.

The $12,000,000 purchase price, and its allocation, is preliminary as of September 30, 2012.  The preliminary estimates of fair values recorded are determined by management on various market and asset appraisals, and in consultation with an independent third-party appraiser.  The purchase price, and its allocation, will remain preliminary until the Company receives a completed third-party valuation report that determines the fair value of the assets acquired, and management has reviewed and concurred with the report.  The final amounts allocated to the assets acquired could differ significantly from the preliminary recorded amounts.

The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date:

Assets and Liabilities		Amount ($)
Goodwill                                                       Trade Name                                                       Customer Related Intangibles Process Related Intangibles Liabilities Assumed                                                       Deferred Income Tax Cash                                                       Receivables                                                       Other Receivables                                                       Prepaid Expenses                                                       Property and Equipment Deposits                                                       Note Receivable – Capital Group	$	5,546,909 300,000 1,900,000 2,900,000 (860,000) (231,109) 562,800 573,100 105,000 219,700 667,200 65,700 250,700
Total Value of Common Stock Issued	$	12,000,000

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CONDENSED CONSOLIDATED BALANCE SHEETS PARENTHETICALS (USD $)	Sep. 30, 2012	Jun. 30, 2012
Common Stock Par Value	$ 0.01	$ 0.01
Common Stock Shares Authorized	100,000,000	100,000,000
Common Stock Shares Issued	81,406,855	56,131,121
Common Stock Shares Outstanding	81,406,855	56,131,121

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Convertible Notes Payable and Warrants

3 Months Ended

Sep. 30, 2012

Convertible Notes Payable and Warrants

Convertible Notes Payable and Warrants

12. Convertible Notes Payable and Warrants

As of June 30, 2012 there was one convertible note payable outstanding with a principal balance of $5,000, which had not been converted. The note, plus $600 of accrued interest, was converted into 22,400 shares of the Company’s common stock at $0.25 per share, during the quarter ended September 30, 2012.

The Company issued attached warrants to purchase its common stock with the issuance of the convertible notes payable. The warrants have an exercise price of $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 inputs used on the date of issuance have the following assumptions: stock price on the measurement date was between $0.05 and $0.60; expected term of three years; average expected volatility was 257%; and discount rate of 1.26%.

The following table summarizes information about the warrants outstanding during the quarter ended September 30, 2012:

	Shares Under  Warrants	Weighted Average Exercise Price	Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
Outstanding as of June 30, 2012	2,562,214	0.25	1.25 Years
Granted	-	-
Expired	-	-
Exercised	-	-
Outstanding as of September 30, 2012	2,562,214	0.25	1.00 Years	$	-
Exercisable as of September 30, 2012	2,562,214	0.25	1.00 Years	$	-

The year-end intrinsic values are based on a September 30, 2012 closing price of $0.07 per share.

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Document and Entity Information	3 Months Ended
	Sep. 30, 2012	Nov. 30, 2012
Document and Entity Information
Entity Registrant Name	Capital Group Holdings, Inc.
Document Type	10-Q
Document Period End Date	Sep. 30, 2012
Amendment Flag	false
Entity Central Index Key	0000703339
Current Fiscal Year End Date	--06-30
Entity Common Stock, Shares Outstanding		81,406,855
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q1

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Financing Leases

3 Months Ended

Sep. 30, 2012

Financing Leases

Financing Leases

13. Financing Leases

The Company has entered into various financing (“capital”) leases to acquire medical equipment.  Under GAAP, these financing leases are required to be treated as loans and amortized accordingly. The effective interest rate on these leases is approximately 5%. These financing leases are collateralized by the equipment, and receivables of the individual borrowing entity on the lease.  At September 30, 2012 the amount payable under these financing leases was $28,187 all of which is due within the fiscal year ended June 30, 2013.

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (USD $)	3 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
Revenues	$ 508,425	$ 0
Cost of revenues	391,142	0
Gross profit	117,283	0
Expenses:
General and administrative	669,408	161,054
Amortization of intangible assets	29,541	1,906
Depreciation expense	13,905	0
Total operating expense	712,854	162,960
Operating income (loss)	(595,571)	(162,960)
Other Income and (Expense)
Interest income	0	634
Interest expense	(769)	(8,450)
Other	(4)	0
Total other income (expense)	(773)	(7,816)
Income (loss) before income taxes	(596,344)	(170,776)
Provision for taxes	0	0
Net loss	$ (596,344)	$ (170,776)
Loss per share - basic and diluted	$ (0.01)	$ 0.00
Weighted average common shares outstanding - basic and diluted	71,040,316	55,678,121

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Prepaid Expenses

3 Months Ended

Sep. 30, 2012

Prepaid Expenses

Prepaid Expenses

7. Prepaid Expenses

At September 30, 2012 the Company had prepaid expenses consisting of prepaid consulting fees, prepaid insurance, and prepaid rent of $805,227 of which $310,030 was considered a current asset with the remainder of $495,197 as non-current. The non-current portion is related to long term consulting contracts with two independent service providers to assist the Company with long term strategies, investor relations and marketing. The non-current portion will be amortized over the life of the remaining contracts.

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Other Receivables

3 Months Ended

Sep. 30, 2012

Other Receivable

Other Receivables

6. Other Receivables

The Company recorded, under the terms of its leasing agreement for one of the urgent care facilities, a receivable from the respective landlord for that property of $105,435 for reimbursement of tenant improvements already paid for and capitalized as part of its fixed asset costs.

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ACCOUNTING POLICIES (Policies)

3 Months Ended

Sep. 30, 2012

ACCOUNTING POLICIES [Abstract]

Principles of Consolidation and Basis of Presentation

Principles of Consolidation and Basis of Presentation – As of September 30, 2012, the Company is comprised of itself, its wholly owned subsidiary One Health Urgent Care (“OHUC”), (and its subsidiary Alliance Urgent Care,  PLLC), that operates its newly acquired urgent care facilities (its only current operating line of business). The accompanying unaudited condensed consolidated interim financial statements include the accounts of the Company and its subsidiary. The nature of the urgent care business is to provide alternative treatment facilities to the hospital based emergency room for family related urgent medical care needs. The oldest of these facilities commenced operations in March 2006. As of September 30, 2012, the operations are comprised of six urgent care facilities. These facilities have opened at different times since February of 2007, and are located throughout the metropolitan Phoenix area. A seventh location opened after September 30, 2012. All significant intercompany balances and transactions have been eliminated in the accompanying financial statements.

Use of Estimates

Use of estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) which requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Ultimate realization of assets and settlement of liabilities in the future could materially differ from those estimates. Significant estimates include the realization of receivables, the method of depreciation/amortization and useful lives assigned to fixed assets and intangible assets, the valuation of stock issued in the acquisition of Alliance and its allocation to the fair value of assets acquired, the realization or impairment of fixed assets, intangible assets and goodwill, and the revenue to be recognized from services performed based on the estimated net rate of reimbursement from the various insurance companies.

Cash and Cash Equivalents Policy

Cash and cash equivalents – Cash equivalents are considered to be all highly liquid investments with a maturity of three (3) months or less at the time of purchase. Cash at the end of each period reflects amounts on deposit with banking facilities.

Allowance For Doubtful Accounts And Discounts Policy

Allowance for doubtful accounts and discounts - The Company’s urgent care business bills all of its patients based upon standard rates. AUC has entered into contracts with various insurance providers whereby the rates are fixed by these contracts. These rates average about twenty-two (22%) percent lower than the standard billing rate. Consequently, the Company records a reserve against its receivable balance to reflect these agreements. This reserve is netted against the reported amount of revenues.

OHUC follows the allowance method of recognizing uncollectible accounts receivable. The allowance method recognizes bad debt expense as a percentage of accounts receivable based on a review of the individual accounts outstanding and the Company’s prior history of uncollectible accounts receivable. The Company does not record or accrue finance charges on accounts receivable, and they are generally unsecured.

Property and Equipment Policy

Property and Equipment - Fixed assets, stated at cost, are depreciated on the straight-line method for financial statement reporting purposes, over the estimated useful lives of the assets, which range from seven to ten years. Leasehold improvement costs are depreciated over the shorter of the lease term or their useful life. Repairs and maintenance costs are expensed as incurred. Betterments or renewals are capitalized when they occur.

Intangible Assets and Goodwill Policy

Intangible Assets and Goodwill – Intangible assets are comprised of trade name and goodwill, and customer and process intangibles.  Trade name and goodwill are considered to have indefinite lives and are not amortized.  They are reviewed for impairment whenever circumstances indicate an impairment in value may have occurred.  Customer and process intangibles are amortized over their estimated useful lives of eleven to fourteen years.

Long-Lived Assets

Long-Lived Assets – The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. An indicator of impairment is present when the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amount. The Company measures the amount of such impairment by comparing the assets' carrying value to the assets' present value of the expected future discounted cash flows. Impairment charges, if any, are recorded in the period realized.

Fair Value of Financial Instruments

Fair Value of Financial Instruments - The carrying amounts of financial instruments including cash, accounts receivable and payable, accrued liabilities and debt approximate fair value based on their short maturities or, for debt, based on borrowing rates currently available to the Company for loans with similar terms and maturities.

Fair Value of Financial Assets and Liabilities Policy

Fair Value of Financial Assets and Liabilities - Fair value is defined under GAAP as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. GAAP also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1 - Quoted prices in active markets for identical assets or liabilities.

Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The fair value of equity instruments issued in regards to the acquisition of the Alliance Urgent Care business was determined based upon an independent valuation of the operations, using Level 3 inputs.  Further, the independent appraiser allocated the purchase price to the fair value of assets acquired and liabilities assumed.

Revenue Policy

Revenues - The Company recognizes revenue when all of the following criteria have been met:

· Persuasive evidence of an arrangement exists;

· Delivery has occurred or services have been rendered;

· The fee for the arrangement is fixed or determinable; and

· Collectability is reasonably assured.

The Company’s revenue is currently entirely derived from its urgent care business and is comprised of patient related fees for the provision of emergency medical services. The majority of the Company’s revenue is received from insurance providers associated with the patient. The amount of reimbursement is generally contractually controlled by the insurance providers, and is dependent upon the nature of the service provided. Typically, the Company also receives a co-pay from the patient at the time of service. These are largely paid through the use of credit cards. Merchant fees in regards to the use of credit cards are charged to expense.

The Company’s revenues are subject to some seasonal fluctuation. The Company operates in a geographic area where many of its patients are winter visitors. As such, monthly revenues during the period from late May through September are lower than the remainder of the year.

Income Taxes Policy

Income Taxes – As of September 3, 2012, management  recorded a current deferred liability related to the above acquisition to reflect items of income and expenses previously taken for receivables not recognized as income, prepaid expenses net of accrued expenses and payables not previously deducted. The combined amounts of these items generated a deferred tax expense of approximately $92,000. In addition, the Company recorded a non-current deferred tax liability related to the difference in tax depreciation taken versus recorded for book purposes at the time of acquisition of approximately $139,000. The tax rate utilized by the Company was estimated to be 40%. At this time the Company has not recognized any other deferred taxes or recorded a tax benefit for losses incurred as there is no assurance that the Company and its subsidiaries will be profitable in the near future. As a result goodwill related to the acquisition increased by $231,109.

The Company and its subsidiaries are subject to the possibility of federal or state income tax examinations. Currently, there have been no such examinations and the entities are open for audit for approximately the last four years. Management believes there have been no uncertain tax positions reported in their filings.

The Company has accrued for unremitted payroll taxes, and employee withholdings due to various state and federal agencies along with accrued interest and penalties on the amounts outstanding as of September 30, 2012 as part of accrued payroll liabilities.

Earnings Per Share Policy

Earnings Per Share - Basic and diluted loss per share of common stock was computed by dividing net loss by the weighted average number of shares of common stock outstanding.

Diluted earnings per share are computed based on the weighted average number of shares of common stock and dilutive securities outstanding during the period. Dilutive securities are comprised of options, warrants, convertible debt, and share price guarantees, that are freely exercisable into common stock at less than the prevailing market price. Dilutive securities are not included in the weighted average number of shares when inclusion would increase the earnings per share or decrease the loss per share. As of September 30, 2012 and 2011, there were no dilutive securities included in the loss per share calculation as the effect would be antidilutive.

Advertising

Advertising - The Company expenses advertising costs as incurred.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements - The Company has reviewed all 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 condensed consolidated financial statements.

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Operating Leases

3 Months Ended

Sep. 30, 2012

Operating Leases [Abstract]

Operating Leases

14. Operating Leases

The Company currently maintains corporate offices at 16624 North 90th Street, Suite 200, Scottsdale, Arizona, 85260.  The commencement date of the lease was October 1, 2012.  The rent during the first six months is abated, rent is $4,811 per month for months 7-24, for months 25-36 rent is $4,956, for months 37-48 rent is $5,103, for months 49-66 rent is $5,256, with a security deposit of $15,000. Under the terms of the lease agreement, the Company is responsible for its share of normal operating costs, including maintenance expenses, property taxes and insurance. The Company does not believe that they will need to obtain additional office space at any time in the foreseeable future, approximately 12 months, until their business plan is more fully implemented.

OneHealth Urgent Care operates seven (7) locations throughout the greater metro Phoenix area: Tolleson, Peoria, Gilbert, Buckeye, Goodyear, Phoenix and Queen Creek. OneHealth Urgent Care leases a total of approximately 26,900 sq. ft., averaging 3,800 sq. ft. per clinic.  The Company leases its physical facilities from third parties for all of its locations. The terms of these leases range from approximately seven (7) to fourteen (14) years. All but two of the seven facilities contain renewal options for two, five year terms. These leases are treated as operating leases under GAAP.

The future minimum lease payments over the next five years and thereafter under these operating leases are as follows:

For the year ended June 30,		Amount
	2013	$        671,434
	2014	704,024
	2015	715,937
	2016	736,898
	2017	759,065
	Thereafter	2,071,779
		$      5,659,137

Rental expense is recognized on the straight-line basis over the term of the lease.  As of September 30, 2012 and June 30, 2012, deferred rent was approximately $105,000 and nil, respectively.  Rent expense for the three month periods ended September 30, 2012 and 2011 for the above operating leases was approximately $49,000 and $30,000, respectively.

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Common Stock

3 Months Ended

Sep. 30, 2012

Common Stock

Common Stock

10. 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.

During the three months ended September 30, 2012 and 2011, the Company issued 25,275,734 and nil shares, respectively.

On August 16, 2012, the Company issued 1,500,000 shares of restricted common stock to Directors and Officers of the Company for services rendered: Erik J. Cooper 500,000, Jean Rice 500,000, Eric Click 500,000.

On August 23, 2012, the Company issued 20,000 shares of restricted common stock to Joshua Buckheister for services fully performed and completed.

On September 3, 2012, the Company issued 20,600,000 shares of restricted common stock in conjunction with certain employment agreements and the purchase of the assets, liabilities, and operations of MCS Ventures I through VII, P.C. (See Note 2 – Purchase of Business).

On September 20, 2012, the Company issued 133,334 shares of restricted common stock in conjunction with an existing stock subscription receivable.

On September 20, 2012, the Company issued 22,400 shares of restricted common stock for the conversion of an outstanding convertible note with a principal balance of $5,000 and accrued interest of approximately $600.

On July 16, 2012, the Company issued 1,000,000 shares of restricted common stock in conjunction with a consulting agreement with Belmont Acquisitions, LLC.  The stock was valued at $0.10 per share based on the consulting agreement and the expense is being amortized over the five year term of the agreement.

On July 16, 2012, the Company issued 2,000,000 shares of restricted common stock in conjunction with a consulting agreement with Prodigee Marketing Group, LLC.  The stock was valued at $0.35 per share based on the agreement and the expense is being amortized over the three year term of the agreement.

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Fixed Assets

3 Months Ended

Sep. 30, 2012

Fixed Assets

Fixed Assets

8. Fixed Assets

The Company’s property and equipment consists of tenant improvements, x-ray machines and various other items of medical and office equipment. Depreciation is recorded on the straight-line basis with tenant improvements depreciated over ten (10) years, and medical and office equipment depreciated over seven (7) years.  Depreciation expense for each of the periods ending September 30, 2012 and 2011 were $13,905 and $1,906, respectively.

Fixed assets consist of the following as of September 30, 2012 and 2011:

	2012	2011
Medical and office equipment	$                  232,828	$           18,472
Tenant improvements	527,891	-
	760,719	18,472
Less: accumulated depreciation	(24,535)	(10,630)
	$                  736,184	$             7,842

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Notes Payable and line of credit

3 Months Ended

Sep. 30, 2012

Notes Payable and line of credit

Notes Payable and line of credit

9. Notes Payable and line of credit

Notes payable and line of credit consist of the following:

	September 30, 2012	June 30, 2012
Line of Credit (Discussed Below)	$                   440,090	$                   -
Note payable to a bank, interest at 8% per annum, with monthly payments of $3050, matures on March 30, 2013, collateralized by equipment, inventory  and receivables of Alliance Urgent Care. The Note is personally guaranteed  by Michael Blumhoff, MD. The Company assumed liability for any  guarantees of Sellers under indemnification provisions of the Asset Purchase Agreement
	20,768	-
Note payable to a bank, interest at 4.95% per annum, with monthly payments  of $2835, matures on November 01, 2015, collateralized by equipment,  inventory and receivables of Alliance Urgent Care.  The Note is personally guaranteed by Michael Blumhoff, MD.  The Company assumed liability for any guarantees of Sellers under indemnification  provisions of the Asset Purchase Agreement.
	99,083	-
	559,941	-
Less Current Portion	(490,236)	-
	$                     69,705	$                   -

Line of Credit

As of June 30, 2012, the Company’s subsidiary OneHealth Urgent Care, Inc’s operating company Alliance Urgent Care, has a $1,250,000 line of credit agreement with Wells Fargo Bank. The line of credit is due and payable on April 15, 2013, unless extended. The agreement requires interest to be at the bank’s prime rate plus 1% with a minimum rate of 4.5% (effective rate of 4.5% at September 30, 2012). At September 30, 2012 and June 30, 2012, the Company’s outstanding balance under this line of credit was $440,090 and $0, respectively.  Therefore, as of September 30th, 2012 there was still $809,910 in funds available to the Company under this line of credit.

The line of credit is collateralized by the property and equipment of Alliance Urgent Care, only and is personally guaranteed by Michael Blumhoff, MD.

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Earnings Per Share

3 Months Ended

Sep. 30, 2012

Earnings Per Share

Earnings Per Share

11. Earnings Per Share

Net Loss Per Share – Basic net loss per share is computed by dividing net loss attributable to common shareholders by the weighted average number of shares of common stock outstanding during the period.  The Company has other potentially dilutive securities outstanding that are not shown in a diluted net loss per share calculation because their effect in both periods would be anti-dilutive.  The following chart lists the securities as of September 30, 2012 and 2011 that were not included in the computation of diluted net loss per share because their effect would have been anti-dilutive:

	2012	2011
Common stock subscribed	592,367	-
Warrants to purchase common stock	2,562,214	2,562,214
Convertible promissory notes	-	20,000
Share price guarantee on AUC acquisition - Short Term	18,267,925	-
Share price guarantee on AUC acquisition - Long Term	99,910,000	-
Total potentially dilutive securities	121,332,506	2,582,214

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Accounts Receivable Transactions (Details) (USD $)	Sep. 30, 2012
Due from insurance providers	$ 606,482
Net of a related allowance for insurance discounts	$ 171,059

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Related Party Transactions

3 Months Ended

Sep. 30, 2012

Related Party Transactions

Related Party Transactions

16. Related Party Transactions

In August and September, 2012, AUC borrowed $440,090 on its revolving line of credit with Wells Fargo Bank. Most of this draw was loaned on a short term basis to CGH. These borrowings to CGH are evidenced by two notes totaling $397,690.  The notes bear interest at 6% per annum.  The first note, for $250,000, was due and payable on November 15, 2012 but was extended by the Parties to January 15, 2013, while the second note, for $147,690, is due and payable on January 15, 2013.  The intercompany loans were eliminated with the merger of the companies on September 3, 2012.

The remaining amount borrowed under the line of credit of approximately $40,000 was used in the operations of AUC.

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 price or $1.00 per share. The agreement has been extended by Big Eye indefinitely and the total available capital was increased to $150,000.

In connection with the Capital Base Funding Agreement, Big Eye Capital, Inc. provided a total of $51,046 of funding to the Company in 2007 resulting in Big Eye Capital, Inc. being issued 51,046 shares of the Company’s common stock. During the year ended June 30, 2012, Big Eye Capital provided an additional $85,700 of funding of which, $10,000 was repaid at the option of the Company. The remaining balance of $75,700 was provided in exchange for stock subscribed at $1.00 per share. As at September 30 and June 30, 2012 there remains $23,254 of capital available under this agreement.

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Notes Payables and line of credit (Tables)

3 Months Ended

Sep. 30, 2012

Notes Payables and line of credit

Notes Payables and line of credit

Notes payable and line of credit consist of the following:

	September 30, 2012	June 30, 2012
Line of Credit (Discussed Below)	$                   440,090	$                   -
Note payable to a bank, interest at 8% per annum, with monthly payments of $3050, matures on March 30, 2013, collateralized by equipment, inventory  and receivables of Alliance Urgent Care. The Note is personally guaranteed  by Michael Blumhoff, MD. The Company assumed liability for any  guarantees of Sellers under indemnification provisions of the Asset Purchase Agreement
	20,768	-
Note payable to a bank, interest at 4.95% per annum, with monthly payments  of $2835, matures on November 01, 2015, collateralized by equipment,  inventory and receivables of Alliance Urgent Care.  The Note is personally guaranteed by Michael Blumhoff, MD.  The Company assumed liability for any guarantees of Sellers under indemnification  provisions of the Asset Purchase Agreement.
	99,083	-
	559,941	-
Less Current Portion	(490,236)	-
	$                     69,705	$                   -

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Convertible Notes Payable And Black-Scholes Pricing Model (Details) (USD $)	Sep. 30, 2012	Jun. 30, 2012
Convertible note payable outstanding with a principal balance		$ 5,000
Note Accrued Interest	$ 600
Note converted into shares of commonstock	22,400
Note converted into shares of commonstock per share	$ 0.25
Stock price on the measurement minimum	$ 0.05
Stock price on the measurement maximum	$ 0.60
Expected term in years	3
Average expected volatility	257.00%
Discount rate	1.26%

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (USD $)	3 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$ (596,344)	$ (170,776)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	43,446	1,906
Allowance for discounts	9,405	0
Deferred income tax	231,029	0
Common stock issued for services	801,400	0
Accrued interest and discount on convertible notes payable	0	28
Accounts receivable	(33,346)	0
Other assets	(10,000)	0
Prepaid expenses and deposits	(585,519)	0
Accounts payable	119,869	352
Accrued expenses and payroll	174,622	88,990
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES	154,562	(79,500)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash acquired with purchased business	563,728	0
Purchase of property and equipment	(199,747)	0
Proceeds from sale of property and equipment	0	437
CASH PROVIDED (USED) BY INVESTING ACTIVITIES	363,981	437
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowing on line of credit	149,690	0
Payments on notes payable	(2,409)	0
Payments on capital lease	(3,694)	0
Proceeds from stock subscribed	0	79,200
CASH PROVIDED (USED) BY FINANCING ACTIVITIES	143,587	79,200
NET CHANGE IN CASH	662,130	137
CASH BALANCES
Beginning of period	8,452	339
End of period	670,582	476
FINANCING ACTIVITIES
Stock issued for director's fees	90,000	0
Stock issued in conjunction with consulting contracts net of unamortized expenses of $729,230	71,470	0
Purchase of Alliance Urgent Care, P.L.L.C and MCS Ventures I through VII, P.C. for stock	12,000,000	0
Common stock issued for conversion of note and accrued interest	5,600	0
Shares issued for subscription receivable	9,243	0
CASH PAID DURING THE PERIOD FOR:
Interest	0	0
Income taxes	$ 0	$ 0

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Accounts Receivable

3 Months Ended

Sep. 30, 2012

Accounts Receivable

Accounts Receivable

5. Accounts Receivable

The Company’s receivables consist primarily of amounts due from the patients’ insurance providers.  At September 30, 2012 the receivable balance was $606,482, net of a related allowance for insurance discounts of $171,059.

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The following chart lists the securities as of (Tables)

3 Months Ended

Sep. 30, 2012

The following chart lists the securities as of [Abstract]

The following chart lists the securities as of

The following chart lists the securities as of September 30, 2012 and 2011 that were not included in the computation of diluted net loss per share because their effect would have been anti-dilutive:

	2012	2011
Common stock subscribed	592,367	-
Warrants to purchase common stock	2,562,214	2,562,214
Convertible promissory notes	-	20,000
Share price guarantee on AUC acquisition - Short Term	18,267,925	-
Share price guarantee on AUC acquisition - Long Term	99,910,000	-
Total potentially dilutive securities	121,332,506	2,582,214

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Notes payable and line of credit consist of the following (Details) (USD $)	Sep. 30, 2012	Jun. 30, 2012
Line of Credit (Discussed Below)	$ 440,090	$ 0
Note payable to a bank, interest at 8% per annum	20,768
Note payable to a bank, interest at 4.95% per annum	99,083
Note payable to a bank with interest	559,941
Less Current Portion	(490,236)
Note payable Less Current Portion total	69,705	0
Line of Credit:
OneHealth Urgent Care has a line of credit agreement with Wells Fargo Bank		1,250,000
Agreement requires interest prime rate plus 1% with a minimum rate	4.50%	4.50%
Outstanding balance under this line of credit respectively	440,090	0
Funds available under line of credit	$ 809,910

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Income Taxes

3 Months Ended

Sep. 30, 2012

Income Taxes

Income Taxes

15. Income Taxes

Deferred income taxes arise from temporary timing differences in the recognition of income and expenses for financial reporting and for tax purposes. The Company’s deferred tax assets consist entirely of the benefit from net operating loss (NOL) and capital loss carry forwards. The net operating loss carry forward, if not used, will expire in various years through 2033, and may be restricted, as per the Internal Revenue Code, due to changes in ownership. The Company’s deferred tax assets are offset by a valuation allowance due to the uncertainty of the realization of the net operating and capital loss carry forwards (capital loss carry forwards are approximately $432,000). Net operating and capital loss carry forwards may be further limited by other provisions of the tax laws.

The Company has estimated available net operating losses of $6,977,000 which can be utilized to offset future earnings of the Company, subject to the limitations mentioned above. A valuation allowance is provided when it is more likely than not that some portion of the deferred tax asset will not be realized.

The Company has the following carry forwards available at September 30, 2012 (State expiration is fifteen years earlier):

Operating and Capital Losses
Federal Expiration	Amount
2027	$ 24,000
2028	812,000
2029	262,000
2030	1,068,000
2031	3,897,000
2032	318,000
2033	596,000
Total	$ 6,977,000

The approximate deferred tax asset based on the above losses would be $2,800,000 as of September 30, 2012.  However, management has deemed it more likely than not that the deferred tax asset will not be realized.  Therefore, a valuation allowance in the amount of ($2,800,000) has reduced the asset to nil.