United States Securities and Exchange Commission

Securities and Exchange Commission

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15[d] of the Securities Exchange Act of 1934

~~August~~September 1416, 2013

Date of Report

[Date of Earliest Event Reported]

CAPITAL GROUP HOLDINGS, INC.

(Exact name of Registrant as specified in its Charter)

Minnesota	000-17064	41-1430130
(State or Other Jurisdiction of	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
Incorporation)

16624 North 90th Street, Suite 200, Scottsdale, AZ 85260

(Address of Principal Executive Offices, including zip code)

(480) 998-2100

(Registrant’s Telephone Number, including area code)

___________________________________________

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see general instruction A.2. below):

~~[ ]~~ . Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~[ ]~~ . Soliciting material pursuant to Rule 14-a-12 under the Exchange Act (17 CFR 240.14a-12)

~~[ ]~~ . Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~[ ]~~ . Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~ITEM 14.01 ~~Entry~~ ~~into~~CHANGES aIN ~~Material~~REGISTRANT'S ~~Definitive~~CERTIFYING ~~Agreement~~ACCOUNTANT.

~~With~~Previous ~~the~~independent ~~Company’s~~registered ~~focus~~public onaccounting growing its urgent care business, effective August 13, 2013, Erik J. Cooper, Eric Click, Thomas P. Meola, Tailor Made Business Solutions, PLLC, Dr. Michael Blumhoff and the Company entered into a “Transition Agreement” whereby management of the Company was transferred to Dr. Michael Blumhoff who is, and has been, since inception, the CEO of the Company’s operating company, OneHealth Urgent Care, Inc.. Pursuant to the Transition Agreement, Messrs. Cooper, Click and Meola resigned from their positions as officers and directors of the Company and Dr. Blumhoff was appointed as the sole officer of the Company. Messrs. Cooper, Click and Meola (through Tailor Made Business Solutions, PLLC) agreed to terminate their employment agreements with the Company upon receipt of payments of $54,165.32; $37,500; and $16,500 respectfully. In addition, Mr. Meola agreed to return to the Company 2,000,000 shares of previously issued Company common stock. The Parties to the Transition Agreement agreed to mutually release each other for claims arising out of their employment and affiliation with the Company and Dr. Blumhoff and the Company agreed to indemnify, defend and hold harmless Erik J. Cooper, Eric Click, Thomas P. Meola, and Tailor Made Business Solutions, PLLC from all claims arising from their employment or affiliation with the Company.firm

~~Item~~On 5September 4, 2013, Capital Group Holdings, Inc.01 ~~Change~~(the in“Company”) ~~Control~~was notified by Semple, Marchal and Cooper, LLP, Certified Public Accountants (SMC) of ~~Registrant~~its decision to resign as the Company’s independent registered public accounting firm. Subsequent to the notice of resignation by SMC, the Company and its board of directors entered into negotiations with SMC regarding its outstanding fees due and fee quote for the current year’s audit ending June 30, 2013. These negotiations continued up and through September 11, 2013 for which both the Company and SMC reached an impasse. The Company’s board of directors acknowledged the decision by SMC to resign and not stand for re-election as the Company’s independent registered public accounting firm and that acknowledgement was made at a duly authorized meeting of the board of directors on September 11, 2013. SMC was initially engaged by the Company on April 3, 2012 to audit the years ended June 30, 2010 and 2011, and review quarterly filings due therein. On August 8, 2012 SMC was engaged to audit the year ended June 30, 2012 and review the quarterly filings therein. SMC did not perform any accounting, auditing or consulting services for the Company after September 4, 2013 at which time SMC deems it is no longer independent based upon the unpaid fees due to them.

~~See~~SMC’s ~~Item~~report ~~1.01~~on ~~above~~the Company’s consolidated financial statements for the fiscal years ended June 30, 2010, 2011 and 2012 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principle, except that the report of SMC on the Company’s financial statements for fiscal years 2010, 2011 and 2012 contained an explanatory paragraph, which noted that there was substantial doubt about the Company’s ability to continue as a going concern.

~~Item~~During 5the fiscal years ended June 30, 2010, 2011 and 2012, and subsequent interim periods ended September 30, 2012, December 31, 2012 and March 31, 2013, through the date of resignation September 4, 2013, there were no disagreements between the Company and SMC except for the matter surrounding the accounting treatment of common stock price guarantee disclosed in Form 8-K/A filed December 27, 2012.02 ~~Departure~~The Company and its management amended the common stock price guarantee to reflect the intentions of ~~Directors~~both orparties ~~Certain~~to ~~Officers;~~the ~~Election~~agreement. Pursuant to matter described above (1) the Company’s board of ~~Directors;~~directors ~~Appointment~~has discussed the matter with SMC, and (2) the Company’s board of ~~Certain~~directors ~~Officers;~~have ~~Compensatory~~authorized ~~Arrangements~~SMC to respond fully to any inquiries of ~~Certain~~a ~~officers~~successor accountant, if and when a successor accountant is chosen. There are no other matters surrounding accounting treatment of principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to SMC’s satisfaction, would have caused them to make reference to the subject matter of the disagreement in connection with their report on the financial statements of the Company for such years.

~~See~~During fiscal year ended June 30, 2012, and subsequent interim period through the date of resignation, September 4, 2013, there were no other reportable events, as defined in Item 304(a)(1~~.01~~)(v) ~~above~~of Regulation S-K.

OnThe ~~August~~Company ~~14,~~provided ~~2013,~~SMC ~~the~~with ~~Company~~a ~~received~~copy ~~the resignations~~ of ~~Erik~~this J.disclosure ~~Cooper,~~set ~~Eric~~forth ~~Click,~~under ~~Thomas~~this PItem 4.01 ~~Meola, Jean Rice~~ and ~~Joel~~requested V.SMC ~~Brill~~to asfurnish ~~officers~~a ~~and~~letter ~~directors~~addressed ofto the ~~Company. The~~Securities ~~resignations~~& ~~were~~Exchange ~~not~~Commission ~~because~~stating ofwhether ~~any~~or ~~disagreements~~not it agrees with the ~~Company~~above ~~on matters relating to its operations, policies and practices~~statements.

OnA ~~August~~copy ~~14, 2013, Dr. Michael Blumhoff, a current director~~ of ~~the~~this ~~Company,~~letter ~~was~~from ~~appointed~~SMC asis ~~Chairman~~attached ofhereto ~~our Board of Directors and~~ as ~~the~~Exhibit ~~sole officer of the Company~~16.1a.

DrITEM 5.02 ~~Michael~~DEPARTURE ~~Blumhoff,~~OF MDDIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

~~Dr.~~On ~~Blumhoff has been operating urgent care clinics since 2002. He has served as OneHealth Urgent Care, Inc.’s CEO since~~ September 311, ~~2012~~2013, ~~which~~our isBoard ~~the~~appointed ~~date~~Kenneth ~~that OneHealth Urgent Care acquired Alliance Urgent Care~~J. ~~Dr.~~ ~~Blumhoff~~Yonika ~~was a founder of Alliance Urgent care and has served since its inception on March 7, 2007,~~ as ~~the President, CEO and~~ acting ~~medical~~Chief ~~director~~Financial ofOfficer ~~Alliance Urgent Care, an Arizona based urgent care company. Dr. Blumhoff’s duties include oversight~~ of ~~all aspects of~~ the business including physician management, business expansion, clinical and financial efficiencies, quality improvement and quality assurance projects, especially as they pertain to laboratory and radiologic practices in the urgent care settingCompany. In ~~5 years, Dr~~Mr. ~~Blumhoff~~Yonika ~~has~~shall ~~grown~~perform the ~~business~~services toof 7Principal ~~operating~~Accounting ~~centers. It~~Officer isand aChief ~~testament~~Financial toOfficer ~~his~~through ~~established efficiencies that~~ his ~~success~~wholly-owned ~~with~~company, ~~Alliance~~Pacific ~~Urgent~~Crest ~~Care~~Equity ~~has~~Partners, ~~been achieved with no capital funding and minimal debt~~Inc.

~~Prior~~Kenneth ~~to Dr~~J. ~~Blumhoff’s~~Yonika ~~work~~– ~~with~~Acting ~~Alliance~~Chief ~~Urgent~~Financial ~~Care,~~Officer ~~he was the medical director for a large, national urgent care company from November 2002 through September 2006 where he oversaw physician management~~ and ~~all~~Principal ~~clinic~~Accounting processes and helped manage business growth from 5 to over 26 clinics in 4 years. It was here that his business side of medicine was cultivated, constantly working to maximize efficiencies in patient care while maximizing positive outcomes. He oversaw all quality improvement projects, which focused on patient driven outcomes as a means to reduce clinic liability and ensure the delivery of high quality patient care.Officer

DrMr. ~~Blumhoff~~Yonika, ~~obtained~~a ~~his~~senior ~~medical~~finance ~~degree~~executive ~~from~~with ~~Stritch~~more ~~School~~than 20 years of ~~Medicine~~experience atworking ~~Loyola~~with ~~University~~publicly intraded ~~Chicago~~companies joined our management team. He ~~completed~~Over ~~his~~the ~~residency~~years inMr. ~~Family~~Yonika ~~Medicine~~has atheld Stthe role of Chief Financial and Accounting Officer for several publicly held companies. ~~Joseph’s~~These ~~Hospital~~companies include WHY USA Financial Group, Inc. (WUFG:OTC) (August 2007 through current), HotelPlace, Inc. (HTPC:OTCBB) (June 2010 through May 2011), Northern Explorations, Inc. (NXPN:OTCBB) (August 2009 through October 2010), and ~~Medical~~Tulip ~~Center~~BioMed, inInc. (TPBM:OTC) (August 2006 through April 2008). Mr. Yonika sits on several boards of directors and has the essential expertise required under Sarbanes-Oxley Act of 2002 to head or chair the audit committee as required under the Act. Mr. Yonika most recently sat on the board of directors of a San Diego based medical device developer and manufacturer and a Phoenix, AZArizona based medical device developer and manufacturer. During his professional career Mr. Yonika held the role of financial reporting management for a prominent San Diego based billion dollar biotech, in addition to providing the same services for several biotech and high tech businesses in the region. His ~~leadership~~broad-based ~~skills~~experience ~~were~~includes, ~~quickly~~in ~~recognized~~addition byto ~~peers~~financial and ~~faculty~~external reporting, initial public offerings, mergers and heacquisitions, ~~was~~international ~~appointed~~business ~~the~~as ~~chief~~well ~~resident~~as ~~position~~managing ~~during~~difficult ~~his~~operational ~~third~~issues ~~year~~surrounding both logistics and manufacturing.

DrPrior to forming Pacific Crest, Mr. ~~Blumhoff~~Yonika isworked with DrugMax, Inc., a ~~board~~publicly ~~certified~~traded ~~Family~~Connecticut-based ~~Physician~~national specialty-pharma and drug wholesaler/distributor, awhere ~~certified~~he ~~Medical~~served ~~Review~~on ~~Officer~~its senior management team. Prior to his role with DrugMax, aMr. ~~member~~Yonika ofworked with Carlsbad-based Life Technologies, Inc. and several other San Diego based public companies in financial and external reporting roles. Early in his professional career Mr. Yonika participated in several IPO’s upon leaving the ~~American~~public ~~Academy~~accounting profession in 1996. One of ~~Family~~those ~~Physicians,~~IPO’s ~~the~~was ~~American~~Skechers ~~College~~USA which began it going-public process in 1998. Mr. Yonika has been an integral part of ~~Physician~~the ~~Executives~~teams that liaised between registrant, management and investment banker counsel. Mr. Yonika continues to liaise with these professionals more than 15 years later. Mr. Yonika a former big-4 CPA with ties to national audit and accounting firms, international law firms and several investment banks based in Southern California. Mr. Yonika and his firm Pacific Crest have been successful in guiding companies through the ~~Urgent~~going-public ~~Care~~process ~~Association~~as ofwell ~~America~~as participating in several IPO’s and DPO’s over the years.

AsITEM of9.01 ~~the~~FINANCIAL ~~date~~STATEMENTS ofAND ~~this Report, the officers and directors of the Company are as follows:~~EXHIBITS

~~Sole~~(d) ~~Officer: Dr. Michael Blumhoff~~Exhibits

Directors: Dr. Michael Blumhoff (Chairman)


Exhibit No.	Description of Exhibit
16.1a	Revised Letter from Semple, Marchal & Cooper, LLP

~~Noel~~SIGNATURE ~~Guillama~~

~~Item 8~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~01 Other~~ ~~Events~~

On August 8, 2013, Capital Group Holdings, Inc. and its wholly owned subsidiary, OneHealth Urgent Care, Inc. (“OneHealth”) filed a complaint in the Superior Court of the State of Arizona, County of Maricopa (Case #: CV2013-010690) (“Complaint”) naming the following defendants: R. Michael Blumhoff Jr., M.D. (“Blumhoff”), Day Barnes Blumhoff, Alliance Urgent Care, PLLC, an Arizona professional limited liability company, MCS Ventures I, P.C., an Arizona professional corporation, MCS Ventures II, P.C., an Arizona professional corporation, MCS Ventures III, P.C., an Arizona professional corporation, MCS Ventures IV, P.C., an Arizona professional corporation, MCS Ventures V, P.C., an Arizona professional corporation, MCS Ventures VI, P.C., an Arizona professional corporation, MCS Ventures VII, P.C., an Arizona professional corporation (collectively, “MCS Ventures I-VII”), and Comerica Bank, N.A., a chartered commercial bank doing business in Maricopa County, Arizona. The Complaint sought compensatory and other damages, punitive damages, specific performance, an injunction, a constructive trust, declaratory relief, and other equitable relief.



	Capital Group Holdings, Inc.
Date: September 16, 2013	By:	/s/Kenneth J. Yonika
		Kenneth J. Yonika, CPA Chief Financial Officer

The Defendants had not answered the Complaint before the Complaint was dismissed. A disagreement arose out of certain issues relating to the asset purchase agreement of Alliance Urgent Care and the employment agreement relating to Dr. Blumhoff. All parties have since resolved any and all disagreements and have determined that it would be in the best interest of the Company and all of its stakeholders to enter into a Transition Agreement whereby the current officers and directors noted above have resigned and Dr. Blumhoff has been appointed by the remaining Board of Directors as Chief Executive Officer of the Company and Chairman of the Board of Directors. The Complaint was dismissed with prejudice on August 15th, 2013 and Dr. Blumhoff agreed to release any claims against the Company and management.

None of the allegations made in the Complaint were adjudicated and the defendants were not found responsible for any of the allegations made in the Complaint.

Item 9.01 Financial Statements and Exhibits.

Exhibit 99.1: Transition Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 14, 2013 Capital Group Holdings, Inc. __________________________________ By: Dr. Michael Blumhoff Its: Chief Executive Officer

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