Common Stock

12 Months Ended

Jun. 30, 2012

Common Stock:

Common Stock

Note 4 -   Common Stock

Pursuant to the Articles of Incorporation as amended on September 19, 2007, the Company is authorized to issue 100,000,000 common shares, with a par value of $0.01 per share.

During fiscal 2012, the Company issued 453,000 shares.  The Company received $107,000 in proceeds for the issuance of these 453,000 shares.  The Company also received $75,700 under a Capital Base Funding Agreement (see Note 9 - Related Party Transactions) for shares to be issued at $1.00 per share for a total of 75,700 shares.  An additional $60,000 was received for 400,000 shares to be issued at $0.15 per share. 

During fiscal 2011, the Company issued a total of 36,081,913 shares.  The Company received $217,500 in proceeds for the issuance of 662,501 shares.  The Company issued 33,333 shares in exchange for a subscription receivable to an investor for $10,000.  The Company issued 8,650,000 shares for services provided to the Company valued at $1,711,500.  The Company issued 10,736,079 shares on the conversion of convertible notes payable and accrued interest of $2,570,451.  The Company issued 16,000,000 shares for compensation to officers and directors valued at $380,000. The Company received $125,000 in cash for 250,000 shares to be issued at $0.50 per share.

Note 5 -   Convertible Notes Payable and Warrants

As of June 30, 2012 there is one convertible note payable outstanding with a principal balance of $5,000, which has not been converted.  Subsequent to June 30, 2012, the note plus $600 of accrued interest was converted into 22,400 shares the Company’s common stock at $0.25 per share.  There were no other notes converted or warrants exercised during the year ended June 30, 2012. 

During the year ended June 30, 2011 the Company issued $1,627,965 convertible notes payable and 1,627,964 attached warrants to third party investors in exchange for $1,627,965 in cash.  The notes had a one year maturity and bear interest at a rate of 12% per annum.  The notes were convertible into common shares at a conversion price of $0.25 per share with attached warrants exercisable into common shares at $0.25 per warrant.  During the year ended June 30, 2011 $2,483,464 in notes and $86,987 in interest accrued on the notes have been converted to 10,736,079 shares of common stock. 

As of June 30, 2012 and 2011 the convertible notes were as follows:

	2012	2011
Unsecured convertible notes payable with a 12% interest	$             5,000	$             5,000
rate and convertible at $0.25 per common share
Note Discount	(56)	(64)
	$           4,944	$           4,936

No warrants were issued for the year ending June 30, 2012.  For the year ending June 30, 2011 the Company issued attached warrants to purchase its common stock on issuance of 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 incorporates assumptions for each input. Expected volatilities are based on the historical volatility of the Company’s common equity traded on the OTC market. The Company estimates expected life of each warrant based on the midpoint between the dates the warrant vests and the contractual term of the warrant. The risk-free interest rate represents the U.S. Treasury bill rate for the expected life of the related warrant.

The warrants were issued throughout the year ended June 30, 2011 and the Black-Scholes option pricing model inputs were used on the date of issuance which ranged over the period for the following assumptions: stock price on the measurement date was between $0.005 and $0.060; expected term of three years; expected volatility was 239.79% and a discount rate of 0.83%.  During the year ended June 30, 2011 the fair value of the warrants issued with convertible notes payable was calculated at $138,755, recorded as a discount to the notes to which they were attached.

The following table summarizes information about the warrants as of June 30, 2012 and 2011:

	Shares Under Warrants	Weighted Average Exercise Price	Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value
Outstanding as of June 30, 2010	934,250	$                0.23	2.75 Years	0
Granted	1,627,965	$          0.25	2.5 Years
Expired	0	$                0
Exercised	0	$                0
Outstanding as of June 30, 2011	2,562,214	$          0.25	2.25 Years	$              640,554
Granted	0	$          0
Expired	0	$                0
Exercised	0	$               0
Outstanding as of June 30, 2012	2,562,214	$          0.25	1.25 Years	$  256,221
Exercisable as of June 30, 2012	2,562,214	$          0.25	1.25 Years	$  256,221

The year-end intrinsic values are based on a June 30, 2012 and 2011 closing price of $0.35 and $0.50 per share respectively.

Note 6 - Name Change and Reverse Stock Split

On September 19, 2007, the Company filed a certificate of amendment to the Company’s Articles of Incorporation with the Secretary of State of the State of Minnesota to (i) change its name from Implant Technologies, Inc. to Oasis Online Technologies Corp and (ii) give notice of a one-for-eight reverse stock split of the Company’s common shares. On November 4, 2010 the Company changed its name to Capital Group Holdings, Inc.

Note 7 -   Change in Control

Pursuant to a Stock Purchase Agreement, effective July 10, 2007, two of the Company’s directors sold10,000,000 shares (approximately 80.48% of the total issued and outstanding shares) of the Company’s common stock to Big Eye Capital, which is controlled by our current CEO.  This transaction resulted in a change in control of the Company.