The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this annual report. References in the following discussion and throughout this annual report to "we", "our", "us", "Capital Group Holdings", "Capital Group", "CGHC", "the Company", and similar terms refer to, Capital Group Holdings, Inc. and subsidiary unless otherwise expressly stated or the context otherwise requires. This discussion contains forward-looking statements that involve risks and uncertainties. Capital Group Holdings Inc's actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled "Risk Factors" included elsewhere in this filing.

Management of the Company is pursuing avenues of generating cash or revenues during the next twelve months from the date of issuance of this report. The Company is pursuing its relationships and strategic alliances including marketing to provide access to the market for telemedicine services. The Company also continues to pursue financing to market and build the infrastructure for OneHealthPass. Management also believes that with the current market demand and growth in Telemedicine services, alliances in place and planned marketing and infrastructure development, the Company will generate cash from revenues when the products are brought to market in the next twelve months from the date of issuance of this report.

On September 3, 2012, the Company effectuated the closing of the Asset Purchase Agreement (See Note 11 - Subsequent Events). OneHealth Urgent Care, Inc. (OneHealth) is a wholly owned subsidiary of Capital Group Holdings, Inc. OneHealth (incorporated August 2012) provides medical care through its wholly owned subsidiary, Alliance Urgent Care LLC., which is a progressive urgent care organization in Arizona.

There is no assurance that the Company will be able to obtain cash flow from operations or to obtain additional financing. If these are not available to the Company, the Company may not be able to continue operations. While management remains hopeful that one or more transactions will proceed, no assurances can be expressed as to the Company's continuing viability in the absence of revenues. Current funding has come from equity investments and the Company is currently in negotiations with several investment sources for equity investment in the Company, which if successful, will satisfy long-term operations and capital expenditures. There are no guarantees that such negotiations will be successful.

Results of Operations

YEAR ENDED JUNE 30, 2012 COMPARED TO THE YEAR ENDED JUNE 30, 2011

During the year ended June 30, 2012, we incurred a net loss of $685,024 compared to net loss of $4,657,246 for the year ended June 30, 2011. The decrease in our net loss for the year ended June 30, 2012 over the comparable period of the prior year is primarily due to approximately $2,022,000 of investor relation and introduction fees associated with the raising of capital in 2011. In 2012 the compensation costs decreased by $914,238 from fiscal 2011, as the Company employed additional corporate officers and employees to develop and deploy platform technology in 2011. The costs associated with rescinded purchases decreased by $132,799 in the year ended June 30, 2012 compared to 2011 as there were no transactions or due diligence on contemplated transactions in 2012.
Legal and consulting fees declined by $204,606 as there were no transactions and less fundraising activity in 2012. Software development and temporary staffing costs decreased by approximately $240,000 in 2012 as the Company did not have the capital funding to continue the development and deployment of the platform technology in 2012. Interest expense decreased by $227,730 due to the conversion of notes payable in 2011 and the Company did not issue convertible notes payable in 2012. The remaining approximately $230,900 decrease in net loss in 2012 was due to a decrease in travel expenses, rent, and office and utility expenses. For the year ending June 30, 2012 business and development activities were scaled back from the same period in 2011 due to the lack of capital and funding resources.

Liquidity is a measure of a company's ability to meet potential cash requirements. We have historically met our capital requirements through the issuance of stock and by borrowings.

Operating expenses for the Company have been paid by the issuance of stock and stock subscriptions. At June 30, 2012 the Company had a deficit in working capital (current liabilities in excess of current assets) of approximately $1,100,000. The working capital deficit at June 30, 2011 was approximately $889,000. The increase in working capital deficit when compared to June 30, 2011 was principally due to an increase in accounts payable and payroll liabilities.
The payroll liabilities are related to unpaid salaries due to both corporate offices at the Company.

Since inception, we have financed our cash flow requirements through issuance of common stock and notes payable. As we expand our activities, we may, and most likely will, continue to experience net negative cash flows from operations, pending generation of revenues. Additionally, we anticipate obtaining additional financing to fund operations through common stock offerings to the extent available or to obtain additional financing to the extent necessary to augment our working capital. In the future we need to generate sufficient revenues from sales in order to eliminate or reduce the need to sell additional stock or obtain additional loans. There can be no assurance we will be successful in raising the necessary funds to execute our business plan.

At June 30, 2012, the current assets decreased by approximately $6,800 when compared to June 30, 2011 due to the amortization of prepaid expenses partially offset by an increase in cash.

During the twelve months ended June 30, 2012, the current liabilities increased by approximately $210,000 when compared to June 30, 2011 current liabilities. The primary reason for the increase was the increase in accrued payroll liabilities and accounts payable. The payroll liabilities are related to unpaid salaries due to both corporate officers at the Company.

We anticipate that we may incur operating losses during the next twelve months. The Company's lack of operating history makes predictions of future operating results difficult to ascertain. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development, particularly companies in new and rapidly evolving markets. Such risks include, but are not limited to, an evolving and unpredictable business model and the management of growth. These factors raise substantial doubt about our ability to continue as a going concern. To address these risks, we must, among other things, increase our customer base, implement and successfully execute our business and marketing strategy, respond to competitive developments, and attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our business prospects, financial condition and results of operations.

Going Concern

The accompanying consolidated 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.

The Company had not been compliant with SEC reporting deadlines, but management has opted to make the necessary filings to be become compliant with the Securities and Exchange Commission (SEC) reporting guidelines to allow the Company to raise capital in order to execute on the Company's business strategy. Management is attempting to raise capital, secure strategic alliances, and to operate the business strategy, however there is no assurance that these will be obtained.

Critical Accounting Policies and Estimates

The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect our reported assets, liabilities, and expenses and the disclosure of contingent assets and liabilities. We use assumptions that we believe to be reasonable under the circumstances. Future events, however, may differ markedly from our current expectations and assumptions. We believe there have been no significant changes in accounting policies during the year ended June 30, 2012. We believe the following represent our most critical accounting policies.

Valuation of Deferred Tax Assets

The Company regularly evaluates its ability to recover the reported amount of deferred income tax assets considering several factors, including an estimate of the likelihood that the Company will generate sufficient taxable income in future years in which temporary differences reverse and net operating loss carry forwards may be used. Due to the uncertainties related to, among other things, the extent and timing of future taxable income, the Company offset its net deferred tax assets by an equivalent valuation allowance as of June 30, 2012 and 2011.

Use of Estimates

The preparation of the consolidated financial statements in conformity with United States GAAP 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 revenues and 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.

Fair Value of Equity Instruments

The Company measures a debt discount based on estimated fair values of all warrants issued with convertible notes payable. The discount is calculated by using level 3 fair value measurement as discussed in note 5 of the financial statements and is amortized over the life of the warrants. The discount, when amortized, is recognized in the financial statements as interest expense.

The Company uses the Black-Scholes pricing model to estimate the fair value of warrants. The Black-Scholes model requires the use of highly subjective and complex assumptions, including the warrant's expected term and the price volatility of the underlying stock. The expected term of warrants is based on the

All other issuances of common stock as consideration for goods or services received were accounted for based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more readily measurable. Such fair value is measured at an appropriate date and capitalized or expensed as if the Company had paid cash for the goods or services.

For purposes of determining the fair values of warrants using the Black-Scholes option pricing model, the Company used the following assumptions in the year ended June 30, 2011, there were no warrants issued in 2012:

                                            Year ending June 30,
                                                   2011
                 Expected volatility                    239.79%
                 Risk-free interest rate                  0.83%
                 Warrant life                                 3
                 Expected dividends                          0%

Given an active trading market for its common stock, the Company estimated the volatility of stock based on week ending closing prices over a historical period of not less than one year. As a result, depending on how the market perceives any news regarding the Company or its earnings, as well as market conditions in general, it could have a material impact on the volatility used in computing the value we place on these equity instruments.

Recently Issued Accounting Standards

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 consolidated financial statements.