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 |
