United States 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

September 1630, 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

Incorporation)

(Commission File

Number)

(I.R.S. Employer

Identification No.)

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

Scottsdale, Arizona 85260

(Address of Principal Executive Offices, including zip code)

(480) 998-2100

(Registrant’s Telephone Number, including area code)

~~___________________________________________~~Copies to:

~~(Former~~The ~~name~~Krueger ~~or former address~~Group, ~~if changed since last report.)~~LLP

7486 La Jolla Boulevard

La Jolla, California 92037

(858) 405-7385

Attention: Blair Krueger, Esq.

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 4.0102. ~~CHANGES~~Non-Reliance INon ~~REGISTRANT'S~~Previously ~~CERTIFYING~~Issued ~~ACCOUNTANT~~Financial Statements or a Related Audit Report or Completed Interim Review.

~~Previous~~On September 15, 2013, the Board of Directors of Capital Group Holdings, Inc., a Minnesota corporation (the “Company”), appointed a special committee consisting of Dr. Michael Blumhoff, the Company’s Chairman, President and Chief Executive Officer, and Kenneth Yonika, the Company’s interim Chief Accounting Officer and Chief Financial Officer (collectively, the “Special Committee”). The members of the Special Committee are independent and unbiased. The Special Committee has engaged the attorneys of The Krueger Group, LLP to assist the Special Committee in its investigation and analysis of the issues described herein. Based on the recommendations of management and its advisors, and after discussions with independent registered public accounting firm professionals, the Company has determined that its consolidated financial statements for the fiscal years ended June 30, 2012, 2011 and 2010, as well as the quarters therein, and the quarters ended March 31, 2013, December 31, 2012 and September 30, 2012 (collectively, the "Relevant Periods"), should no longer be relied upon because of certain errors in the calculation of the Company's stock compensation and other equity transactions as described below.

OnIn ~~September~~connection 4,with ~~2013, Capital Group Holdings, Inc. (~~the ~~“Company”) was notified by Semple~~preparation, ~~Marchal~~review and ~~Cooper,~~audit ~~LLP, Certified Public Accountants (SMC)~~ of ~~its decision to resign as~~ the Company’'s ~~independent~~consolidated ~~registered~~financial ~~public~~statements ~~accounting~~required ~~firm. Subsequent~~ to ~~the~~be ~~notice~~included ofin ~~resignation by SMC, the Company and~~ its ~~board~~Annual ofReport ~~directors~~on ~~entered~~Form ~~into~~10-K ~~negotiations with SMC regarding its outstanding fees due and fee quote~~ for the ~~current~~fiscal year’s ~~audit~~ended ~~ending~~ June 30, 2013. ~~These~~(the ~~negotiations~~"2013 ~~continued~~Form ~~up and through September 11~~10-K"), ~~2013 for which both~~ the Company ~~and~~discovered ~~SMC~~the ~~reached~~errors anidentified ~~impasse~~herein. The ~~Company’s~~amounts ~~board~~provided ofbelow ~~directors~~are ~~acknowledged~~preliminary ~~the~~estimates ~~decision~~and byare ~~SMC~~subject to ~~resign~~adjustment ~~and~~based ~~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~~further ~~11,~~review ~~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,~~successor ~~auditing or consulting services for the Company after September 4, 2013 at which time SMC deems it is no longer~~ independent ~~based~~registered ~~upon~~public ~~the~~accounting ~~unpaid fees due to them~~firm.

~~SMC’s~~Special ~~report~~Committee on 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 concernInvestigation.

~~During~~Although the ~~fiscal~~Special ~~years~~Committee’s ~~ended~~investigation ~~June~~has 30commenced, ~~2010,~~the ~~2011~~Committee ~~and~~has ~~2012,~~not ~~and~~yet ~~subsequent~~made ~~interim~~any ~~periods~~definitive ~~ended~~findings ~~September~~or ~~30,~~conclusions. ~~2012~~However, ~~December~~based ~~31,~~on ~~2012~~preliminary ~~and~~information ~~March~~obtained ~~31,~~by ~~2013, through~~ the ~~date~~Special ofCommittee ~~resignation~~relating ~~September~~to 4,historical ~~2013,~~stock ~~there~~grants ~~were no disagreements between the Company~~ and ~~SMC~~certain ~~except~~notes ~~for~~payable ~~the~~(with ~~matter surrounding the accounting treatment of common stock price guarantee disclosed in Form 8~~non-~~K/A~~cash ~~filed~~embedded ~~December~~financial ~~27,~~derivatives) ~~2012.~~entered ~~The~~into ~~Company~~by ~~and its management amended~~ the ~~common stock price guarantee to reflect the intentions of both parties to the agreement. Pursuant to matter described above (1) the~~ Company’s ~~board of directors has discussed the matter~~ with ~~SMC,~~third ~~and~~parties ~~(2)~~under ~~the Company’s board of directors have authorized SMC to respond fully to any inquiries of a successor accountant~~review, ifwill ~~and~~result ~~when~~in amaterial ~~successor~~restatement ~~accountant is chosen. There are no other matters surrounding accounting treatment~~ of ~~principles~~ orour ~~practices,~~previously ~~financial~~issued 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~~.

~~During~~The ~~fiscal~~Company ~~year~~believes ~~ended~~actual ~~June~~measurement ~~30,~~dates ~~2012,~~for ~~and~~certain ~~subsequent~~stock ~~interim~~grants made during the period ~~through~~under review differ from recorded grant dates (or lack thereof) in accordance with accounting principles generally accepted in the ~~date~~United States of ~~resignation~~America (“US GAAP”). US GAAP provides a standard framework of guidelines for financial accounting; generally known as accounting standards or standard accounting practice. For financial accounting and reporting purposes such grants should follow ASC 718-10, ~~September~~Stock 4Compensation, ~~2013~~which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, ~~there~~with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions . The Company believes that market prices of its stock at the actual measurement dates were nomaterially ~~other~~higher ~~reportable~~than ~~events~~the exercise prices (or recorded value) of these stock grants/issuances and that ASC 718-10 was not followed. The Company expects, asat ~~defined~~a minimum, that it will be required to record additional stock-based compensation expense based on the differences in ~~Item~~these ~~304~~amounts. The Company has not yet determined the aggregate amount of additional non-cash compensation expense it will be required to record or additional expense to be recorded in any particular fiscal period of reporting. Until the exact amount of such adjustments has been determined, the Company cannot ascertain the resulting tax and accounting effects of these adjustments. The Company expects, however, that the differences in these measurement dates (aor recorded value)~~(1)(v)~~ ofwill ~~Regulation~~result Sin material non-Kcash, stock-based compensation expenses and, therefore, the Company expects to restate previously issued financial statements, as necessary.

The Company ~~provided~~identified ~~SMC~~a ~~with~~potential aissue ~~copy~~in its historical methodology of ~~this~~accounting ~~disclosure~~for ~~set~~a ~~forth~~non-cash ~~under~~embedded ~~this~~derivative ~~Item~~liability 4related to convertible notes the Company issued.01 ~~and~~This ~~requested~~accounting ~~SMC~~issue relates to ~~furnish~~the following discrepancy: (a) ~~letter~~at ~~addressed~~the totime when the ~~Securities~~aforementioned &convertible ~~Exchange~~notes ~~Commission~~were ~~stating~~issued, ~~whether~~the Company did not record a derivative liability at fair market value in its financial statements because the Company did not have adequate financial controls; and (b) in December 2012, the period when these convertible notes were issued, neither a resolution, full presentation, understanding, or proper approval of the Company’s Board of Directors occurred with respect to the Company’s issuance of these convertible notes. The Company believes that the liability should have been marked to fair market value for the reporting period dating back to quarterly period ended March 31, 2013 because the conversion option on the convertible notes represents an embedded derivative liability as defined by US GAAP. Additionally, the Company has determined that the methodology utilized to estimate fair market value of the non-cash embedded derivative liability for the quarterly period ended March 31, 2013 was not appropriate as it ~~agrees~~did ~~with~~not properly reflect or account for a reset feature contained within the ~~above~~convertible notes allowing for unilateral conversion of the notes by the lender at accelerated, usurious rates. The Special Committee believes the conversion option utilized on the convertible notes issued was improper, violated applicable State and Federal usury laws, and failed to seek and obtain proper approval from the Board of Directors. The Company, its advisors, will continue the assessment of these issues and its related impact on the Company's financial statements, including analysis of any and all legal remedies related to filing of various claims in State or Federal court to seek injunctive relief and money damages against culpable parties related to the issuance and conversion of the subject convertible notes.

AThe ~~copy~~Company, through the Special Committee, may engage independent valuation experts to assist with the determination of ~~this~~the ~~letter~~historical ~~from~~fair ~~SMC~~value isof ~~attached~~the ~~hereto~~non-cash asembedded ~~Exhibit~~derivative 16liability along with the stock-based compensation expense.1a Management anticipates that the Company will require additional time to complete its analysis and determine the extent of the corrections that may be required to present properly its historical financial statements. Other effects on previously issued financial statements are possible. The Company cannot currently quantify the potential impact of the financial restatements on its shareholders.

~~ITEM~~The 5Company anticipates including in its future filings with the Securities and Exchange Commission, if any, restated audited financial statements for the fiscal years ended June 30, 2012 and 2011.02 ~~DEPARTURE~~Additionally, OFthe ~~DIRECTORS~~Company ORanticipates ~~CERTAIN~~that ~~OFFICERS;~~it ~~ELECTION~~will OFinclude ~~DIRECTORS;~~the ~~APPOINTMENT~~necessary OFfootnote ~~CERTAIN~~disclosures ~~OFFICERS;~~of ~~COMPENSATORY~~the ~~ARRANGEMENTS~~restated OFinterim ~~CERTAIN~~financial ~~OFFICERS~~information for the four quarters included in the fiscal year ended June 30, 2012 and the first three quarters included in the fiscal year ended June 30, 2013 along with reconciliations of the previously issued annual and quarterly financial information to the restated information.

OnManagement ~~September~~has ~~11,~~concluded ~~2013,~~that ~~our~~a ~~Board~~material ~~appointed~~weakness ~~Kenneth~~in J.the ~~Yonika~~Company's internal control over financial reporting existed as ~~acting~~of ~~Chief~~June ~~Financial~~30, ~~Officer~~2013 and as of the ~~Company.~~end Mrof each of the Relevant Periods. ~~Yonika~~The ~~shall~~Company ~~perform~~and its advisors' evaluation of the ~~services~~effectiveness of ~~Principal~~its ~~Accounting~~internal ~~Officer~~control ~~and~~over ~~Chief~~financial ~~Financial~~reporting ~~Officer~~will ~~through~~be ~~his~~included ~~wholly-owned~~in ~~company,~~its ~~Pacific~~future ~~Crest~~filings ~~Equity~~with ~~Partners~~the Securities and Exchange Commission, ~~Inc~~if any.

~~Kenneth~~Forward-Looking JStatements. ~~Yonika – Acting Chief Financial Officer and Principal Accounting Officer~~

~~Mr.~~Certain ~~Yonika,~~statements acontained ~~senior~~in ~~finance~~this ~~executive~~report ~~with~~are ~~more~~not ~~than~~based 20on ~~years~~historical offacts ~~experience~~and ~~working~~are ~~with~~forward-looking ~~publicly~~statements ~~traded~~within ~~companies~~the ~~joined~~meaning ~~our~~of ~~management~~federal ~~team~~securities laws and regulations. ~~Over~~These ~~the~~statements ~~years~~are ~~Mr.~~based ~~Yonika~~on ~~has~~management's ~~held~~current ~~the~~expectations, ~~role~~assumptions, estimates and observations of ~~Chief~~future ~~Financial~~events and ~~Accounting~~include ~~Officer~~any ~~for~~statements ~~several~~that ~~publicly~~do ~~held~~not ~~companies~~directly relate to any historical or current fact. These ~~companies~~forward-looking ~~include~~statements ~~WHY~~can ~~USA~~be ~~Financial~~identified ~~Group,~~by ~~Inc.~~the ~~(WUFG:OTC)~~use ~~(August~~of ~~2007~~words ~~through~~like ~~current)~~"anticipates," ~~HotelPlace~~"estimates," ~~Inc.~~"projects, ~~(HTPC:OTCBB)~~" ~~(June~~"expects, ~~2010~~" ~~through~~"plans, ~~May~~" ~~2011)~~"believes, ~~Northern~~" ~~Explorations~~"intends, ~~Inc~~" "will, " "assumes" and other words of similar meaning. ~~(NXPN:OTCBB)~~These ~~(August~~forward-looking ~~2009~~statements ~~through~~include ~~October~~statements ~~2010),~~regarding the Company's intent to restate certain prior period financial statements and ~~Tulip~~the ~~BioMed,~~errors ~~Inc.~~that ~~(TPBM:OTC)~~resulted ~~(August~~in ~~2006~~the ~~through~~decision ~~April~~that ~~2008).~~these Mrhistorical financial statements could no longer be relied upon. ~~Yonika~~There ~~sits~~can onbe ~~several~~no ~~boards~~assurance that the Company's Board of ~~directors~~Directors, ~~and~~Special ~~has~~Committee, ~~the~~management ~~essential~~or ~~expertise~~independent ~~required~~registered ~~under~~public ~~Sarbanes-Oxley~~accounting ~~Act~~firm will not reach conclusions regarding the impact of ~~2002~~the torestatement ~~head~~that are different from management's current estimates or ~~chair~~identify additional issues in connection with the ~~audit~~restatement ~~committee~~or asthat ~~required~~these ~~under~~issues will not require additional corrections to the ~~Act.~~Company's Mrprior period financial statements. ~~Yonika~~These ~~most~~statements ~~recently~~are ~~sat~~subject onto ~~the~~risks ~~board~~and ofuncertainties ~~directors~~which ofmay acause ~~San~~actual ~~Diego~~results ~~based~~to ~~medical~~differ ~~device~~materially ~~developer~~from ~~and~~those ~~manufacturer~~stated in this report. These risks and auncertainties ~~Phoenix,~~include ~~Arizona~~the ~~based~~risk ~~medical~~that ~~device~~additional ~~developer~~information may become available in preparing and ~~manufacturer. During~~auditing ~~his~~the ~~professional~~financial ~~career~~statements ~~Mr.~~which ~~Yonika~~would ~~held~~require the ~~role~~Company to make additional corrections, the cost, time and effort required to complete the restatement of the financial ~~reporting~~statements, ~~management~~the ~~for~~ramifications aof ~~prominent~~the ~~San~~Company's ~~Diego~~potential ~~based~~inability ~~billion~~to ~~dollar~~timely ~~biotech~~file periodic and other reports with the SEC, inincluding ~~addition~~potential todelisting ~~providing~~of the ~~same~~Company's ~~services~~common ~~for~~stock ~~several~~on ~~biotech~~the OTCBB or OTCQB and ~~high~~the ~~tech~~risk ~~businesses~~of litigation or governmental investigations or proceedings relating to these matters. Certain risks and uncertainties related to our business are or will be described in greater detail in our filings with the ~~region~~SEC. ~~His~~Owing ~~broad-based~~to ~~experience~~the ~~includes~~uncertainties inherent in forward-looking statements, actual results could differ materially from those set forth in ~~addition~~forward-looking statements. The Company intends these forward-looking statements to ~~financial~~speak ~~and~~only ~~external~~at ~~reporting,~~the ~~initial~~time ~~public~~of ~~offerings,~~this ~~mergers~~report and ~~acquisitions,~~does ~~international~~not ~~business~~undertake to update or revise these statements as ~~well~~more information becomes available except as ~~managing~~required ~~difficult~~under ~~operational~~federal ~~issues~~securities ~~surrounding~~laws ~~both~~and ~~logistics~~the rules and ~~manufacturing~~regulations of the SEC.

~~Prior~~SIGNATURE to forming Pacific Crest, Mr. Yonika worked with DrugMax, Inc., a publicly traded Connecticut-based national specialty-pharma and drug wholesaler/distributor, where he served on its senior management team. Prior to his role with DrugMax, Mr. Yonika worked 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 public accounting profession in 1996. One of those IPO’s was Skechers USA which began it going-public process in 1998. Mr. Yonika has been an integral part of the 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 going-public process as well as participating in several IPO’s and DPO’s over the years.

~~ITEM~~Pursuant ~~9.01~~to ~~FINANCIAL~~the ~~STATEMENTS~~requirements ~~AND~~of ~~EXHIBITS~~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.

(d) Exhibits



	Capital Group Holdings, Inc.
Date: October 1, 2013	By:	/s/Kenneth J. Yonika
		Kenneth J. Yonika, CPA Chief Financial Officer

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

SIGNATURE

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.

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

Filing Compare · Capital Group Holdings, Inc.