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Summary of Accounting Policies and Description of Business
12 Months Ended
Jun. 30, 2012
Summary of Accounting Policies and Description of Business:  
Summary of Accounting Policies and Description of Business

 

Note 1 - Summary of Accounting Policies and Description of Business

 

This summary of significant accounting policies of Capital Group Holdings, Inc. (the “Company”), is presented to assist in understanding the Company’s consolidated financial statements. The consolidated financial statements and notes are representations of the Company’s management who is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the consolidated financial statements.

 

(a)       Organization and Description of Business

 

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

 

The Company, through June of 2012, consists of one reportable business segment, Capital Group Holdings, Inc. which is developing a Telemedicine platform.

 

(b)  Use of Estimates in the Preparation of Financial Statements

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.  Significant estimates are used for, but not limited to, useful lives of property and equipment, fair value of equity instruments, and valuation of deferred tax assets. Actual results could differ from those estimates.

 

(c) Principles of Consolidation

 

The consolidated financial statements include the accounts of Capital Group Holdings, Inc. and its wholly-owned subsidiary, OneHealthPass, Inc.  All inter-company balances and transactions have been eliminated.

 

(d)  Per Share Information

 

In accordance with ASC 260 – “Earnings Per Share,” the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding.  On September 19, 2007, the Company effected a one-for-eight reverse stock split of the Company’s common shares. Accordingly, all references to shares in the accompanying financial statements reflect the reverse stock split.  Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.

 

As June 30, 2012 and 2011 there were 2,582,214 and 2,582,214, respectively, potentially dilutive shares.  There were 20,000 and 20,000 potentially dilutive shares resulting from the issuances of convertible promissory notes as of June 30, 2012 and 2011, respectively.  As of June 30, 2012 and 2011 there were 2,562,214 and 2,562,214, respectively, outstanding warrants issued that were potentially dilutive.  Due to the operating losses for the years ended June 30, 2012 and 2011, these potentially dilutive shares were all antidilutive.

 

 (e)  Basis of Presentation – Going Concern

 

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplates continuation of the Company as a going concern. Since we have not generated any revenue, we have negative cash flows from operations, and negative working capital, the Company’s independent registered public accounting firm has included a reference to the substantial doubt about our ability to continue as a going concern in connection with our consolidated financial statements for the year ended June 30, 2012. Our total accumulated deficit at June 30, 2012 was $11,430,401.

 

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

 

Management is attempting to raise capital, secure strategic alliances, and to implement the business strategy, however there is no assurance that adequate funds will be obtained to support managements plans.

 

(f)  Recent 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 operations, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its consolidated financial statements.

 

(g)  Concentration of Credit Risk

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents.  The Company places its cash and cash equivalents with financial institutions.  As of June 30, 2012 and 2011, the Company did not have a concentration of credit risk since it had no cash and cash equivalents in bank accounts in excess of the FDIC insured amounts.

 

(h)   Cash and Cash Equivalents

 

The Company considers cash and cash equivalents to consist of cash on hand and demand deposits in banks with an initial maturity at the time of acquisition of 90 days or less.

 

(i)  Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation and amortization.  Depreciation is computed principally on the straight-line method over the estimated useful life of each type of asset, which is seven years.  Leasehold improvements, if any, are amortized over the remaining term of the applicable leases or their useful lives, whichever is shorter.  Maintenance and repairs are charged to expense as incurred; improvements and betterments are capitalized.  Upon retirement or disposition, the related costs and accumulated depreciation are removed from the accounts, and any resulting gains or losses are credited or charged to the statement of operations.

 

 (j)    Fair Value of Financial Instruments

 

The estimated fair values for assets and liabilities are determined at discrete points in time based on relevant information. The Accounting Standards Codification (“ASC”) prioritizes inputs used in measuring fair value into a hierarchy of three levels:

 

Level 1 – unadjusted quoted prices for identical assets or liabilities traded in active markets,

Level 2 – observable inputs other than quoted prices included within Level 1 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 asset or liability; and

Level 3 – unobservable inputs in which little or no market activity exists that are significant to the fair value of the assets or liabilities, therefore requiring an entity to develop its own assumptions that market participants would use in pricing. 

 

These estimates involve uncertainties and cannot be determined with precision. The carrying amounts of notes receivables, prepaid expenses, accounts payable, accrued liabilities, and notes payable approximate fair value given their short-term nature and borrowing rates currently available to the Company for loans with similar terms and maturities.  

 

The Company does not have any assets or liabilities measured at fair value on a recurring basis as of June 30, 2012 or 2011. The Company did not have any fair value adjustments for assets and liabilities measured at fair value on a nonrecurring basis during the period from April 26, 2008 (inception) to June 30, 2012.

 

(k)   Income Taxes 

 

The Company records deferred taxes in accordance ASC 740 – Income Taxes.   ASC 740 requires recognition of deferred tax assets and liabilities for temporary differences between the tax bases of assets and liabilities and the amounts at which they are carried in the financial statements and the effect of net operating losses based upon the enacted tax rates in affect for the year in which the differences are expected to reverse. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized.

 

(l)    Advertising Costs

 

The Company follows the policy of charging the costs of advertising to expense as incurred.  The Company recognized $30,872 and $520  of advertising expense during the years ended June 30, 2012 and 2011, respectively.

 

(m)    Development Stage

 

For the period from April 26, 2006 (date of commencement of Development Stage) to June 30, 2012, the Company has not generated revenues from operations and has been developing its products, developing markets, securing strategic alliances and securing funding. Therefore, the Company is considered to be in the development stage in accordance with the provisions of  ASC 915-10-05, Accounting and Reporting by Development Stage Enterprises.

 

(o)    Other

 

The Company has selected June 30 as its fiscal year end in accordance with the corporate charter.

 

The Company has paid no dividends as there have been no earnings to date.