SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2014~~2015

¨ TRANSITION REPORT UNDER SECTION 13 OF 15(d) OF THE EXCHANGE ACT OF 1934

For the transition period from ___________ to ____________.

Commission File Number 333-184636

ML CAPITAL GROUP, INC.

(Exact name of registrant as specified in its charter)

NEVADA		33-1219511
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

6810 Ave of the Fountains #101 Fountain Hills, AZ 85268 ~~(Address of principal executive offices) (602) 200-4121 (Issuer's telephone number)~~

(Address of principal executive offices)

(602) 200-4121

(Issuer's telephone number)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the Company (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the Company 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 ¨ No ¨

Indicate by check mark whether the Company is a large accelerated filer, an accelerated file, non-accelerated filer, or a smaller reporting company.

Large accelerated filer	¨	Accelerated filed	¨
Non-accelerated filer	¨	Smaller reporting company	x

Indicate by check mark whether the Company is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of ~~November~~May 1415, ~~2014~~2015 there were ~~$189~~24,~~260~~335,~~686~~593 ~~ares~~shares of Common Stock of the issuer outstanding.

~~TABLE~~Table OFof ~~CONTENTS~~Contents

		PAGE
		Page
PART I:	FINANCIAL INFORMATION
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	Condensed Consolidated Balance Sheets as of September 30, 2014 (unaudited) and December 31, 2013		3
	Condensed Consolidated Balance Sheets as of March 31, 2015 (unaudited) and December 31, 2014		3
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2014 and 2013 (Unaudited)		4
	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2015 and 2014 (Unaudited)		4
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2014 and 2013 (Unaudited)		5
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2015 and 2014 (Unaudited)		5
	Notes to Condensed Consolidated Financial Statements (Unaudited)		6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		1514
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		1716
Item 4.	Controls and Procedures		1716
PART II:	OTHER INFORMATION
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings		1817
Item 1A.	Risk Factors		1817
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		1817
Item 3.	Defaults Upon Senior Securities		1817
Item 4.	Mine Safety Disclosures		1817
Item 5.	Other Information		1817
Item 6.	Exhibits		1918

PART I: FINANCIAL INFORMATION

ITEM 1: ~~FINANCIAL~~Financial ~~STATEMENTS~~Statements

ML Capital Group, Inc. ~~CONDENSED CONSOLIDATED BALANCE SHEETS~~

	September 30,			December 31,
	2014			2013
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	79,767		$	-
Inventory		12,514			-
Prepaid		12,325			-
Deferred debt issuance cost		4,308			1,444
Total current assets		108,914			1,444
Fixed Assets, net		4,387			-
Total Assets	$	113,301		$	1,444
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Bank overdraft	$	93		$	93
Accounts payable and accrued expense		6,790			6,474
Convertible notes payable, net of discount $185,887 and $19,452, respectively		276,552			12,548
Derivative liability		791,008			56,351
Due to related party		-			6,556
Deferred revenue		-			2,250
Total current liabilities		1,074,443			84,272
Total Liabilities		1,074,443			84,272
Stockholders' Defecit
Common stock, $.001 par value; 3,000,000,000 shares authorized;
86,443,043 (2014) and 72,452,382 (2013) shares issued and
outstanding, respectivly		8,644			7,246
Additional paid-in capital		3,283,734			2,972,691
Deferred stock compensation		(39,053	)		(673,598	)
Accumulated deficit		(4,214,467	)		(2,389,172	)
Total stockholders' deficit		(961,142	)		(82,833	)
Total Liabilities and Stockholders' Deficit	$	113,301		$	1,444

CONDENSED CONSOLIDATED BALANCE SHEETS

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements

				March 31, 2015			December 31, 2014
				(Unaudited)
ASSETS
Current assets:
	Cash and cash equivalents			$	10,636		$	13,032
	Inventory				14,455			12,514
	Prepaid expenses				-			12,324
	Deferred debt issuance cost				22,854			4,308

		Total current assets			47,945			42,178

	Property and Equipment, net				2,286			4,387

			Total assets	$	50,231		$	46,565

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
	Accounts payable and accrued expenses			$	25,547		$	14,859
	Convertible notes payable, net of discount $120,713 and $165,361, respectively				369,540			264,125
	Derivative liabilities				753,871			689,936
	Promissory note				5,000			-

		Total current liabilities			1,153,958			968,920

			Total liabilities		1,153,958			968,920

Stockholders' Deficit
	Common stock, $.0001 par value; 7,000,000,000 shares authorized; 335,554 (2015) and 81,563 (2014) shares issued andoutstanding, respectivly				34			8
	Prefered Stock, $.0001 par value; 10,000,000 shares authorized; 1,000,000 (2015) and 0 (2014) shares issued and outstanding, respectivly				10			-
	Additional paid-in capital				3,844,281			3,653,692
	Deferred stock compensation				-			(25,775	)
	Accumulated deficit				(4,948,052	)		(4,550,280	)

		Total stockholders' deficit			(1,103,727	)		(922,355	)

			Total liabilities and stockholders' deficit	$	50,231		$	46,565

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

ML Capital Group, Inc. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS ~~FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2014 AND 2013~~ (Unaudited)

		Three Months Ended September 30,								Nine Months Ended September 30,
					Three Months Ended
		2014				2013				2014			2013
					March 31,
Revenues
					2015				2014
Sales		$	9,340			$	1,125			$	14,800		$	1,125
Revenues
Costs of goods sold			(5,825	)			-				(7,134	)		-
	Consulting revenue - related party				$	-			$	1,125
Gross Margin			3,515				1,125				7,666			1,125
	Product sales					24,811				-
Expenses:
	Costs of goods sold					(22,017	)			-
Compensation			-				-				35,000			222,500
	Gross Profit					2,794				1,125
Professional fees			112,711				4,063				825,234			16,912
Expenses:
General and administrative expenses			192,322				16,822				310,044			41,584
	Compensation					107,128				20,007
Total operating expenses			305,033				20,885				1,170,278			280,996
	Professional fees					42,762				301,933
Operating loss			(301,518	)			(19,760	)			(1,162,612	)		(279,871	)
	General and administrative expenses					46,381				23,743
Other income (expense):
		Total operating expenses				196,271				345,683
Other income			-				-				300			-
		Operating loss				(193,477	)			(344,558	)
Amortization of debt discounts			(125,394	)			-				(140,035	)		-
Other income (expense):
Derivative liability income (expense)			60,248				-				(464,082	)		(1,667	)
	Amortization of debt discounts					(182,160	)			-
Interest expense			(51,095	)			(3,448	)			(58,990	)		(4,239	)
	Derivative liability expense					(10,855	)			(18,530	)
Gain on debt forgiveness			-				-				524			-
	Interest expense					(11,280	)			(18,404	)
Other expense			(100	)			-				(400	)		-
	Gain on accounts payable forgiveness					-				524
~~Total other expense~~		Total other expense	~~(116,341~~	)		(204,295	~~(3,448~~)	)		(36,410	~~(662,683~~)	)		~~(5,906~~	)
Net loss		$	~~(417,859~~	)	$	$(397,772	~~(23,208~~)	)	$	$(380,968	~~(1,825,295~~)	)	$	~~(285,777~~	)
Net loss per share		$	~~(0.00~~	)	$	$(1.72	~~(0.00~~)	)	$	$(19.69	~~(0.02~~)	)	$	~~(0.00~~	)
Weighted average number of common shares outstanding
~~Basic and diluted~~	Basic and diluted		~~85,604,909~~			230,696	~~61,319,404~~			19,344	~~82,082,747~~			~~61,206,353~~

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

ML Capital Group Inc. ~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS NINE MONTHS ENDED SEPTEMBER 30, 2014 AND 2013 (Unaudited)~~

			2014			2013
Cash flows from operating activities:
	Net loss		$	(1,825,295	)	$	(285,777	)
	Adjustments to reconcile net loss to net cash used in operating activities:
		Stock based compensation		863,090			222,500
		Amortization of discount on convertible notes		158,565			3,792
		Loss from derivative liability		464,082			1,667
	Changes in operating assets and liabilities:
		Inventory		(12,514	)		-
		Accounts payable and accrued expense		316			(5,657	)
		Prepaid and other		(15,191	)		-
		Deferred revenue		(2,250	)		3,375
Net cash used in operating activities				(369,197	)		(60,100	)
Cash flows from financing activities:
	Purchase of furniture and fixtures			(4,387	)		-
Net cash used in operating activities				(4,387	)		-
Cash flows from financing activities:
	Bank overdraft			(93	)		674
	Common stock sold for cash			20,000			-
	Proceeds from convertible note			440,000			6,500
	Repayment of advances from related parties			(6,556	)		-
	Advances from related party			-			52,882
Net cash provided by financing activities				453,351			60,056
Net increase in cash and cash equivalents				79,767			(44	)
Cash and cash equivalents, beginning				-			44
Cash and cash equivalents, ending			$	79,767		$	-
Supplemental disclosure of cash flow information:
	Cash paid for interest		$	-		$	-
	Cash paid for income taxes		$	-		$	-
Schedule of non-cash investing and financing activities:
Conversion of convertible debentures to common stock			$	30,645		$	-

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements

ML Capital Group, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

			Three Months Ended
			March 31,
			2015			2014
Cash flows from operating activities:
	Net loss		$	(397,772	)	$	(380,968	)
	Adjustments to reconcile net loss to net cash used in operating activities:
		Stock based compensation		67,140			304,191
		Amortization of discount on convertible notes		182,160			14,791
		Amortization of deferred financing fees		6,454			-
		Loss from derivative liability		2,432			18,530
		Depreciation		2,101			-
	Changes in operating assets and liabilities:
		Inventory		(1,941	)		-
		Accounts payable and accrued expense		19,706			(3,190	)
		Prepaid expenses		12,324			(7,905	)
		Deferred revenue		-			(1,125	)
Net cash used in operating activities				(107,396	)		(55,676	)

Cash flows from financing activities:
	Bank overdraft			-			(93	)
	Common stock sold for cash			-			20,000
	Proceeds from convertible note			100,000			50,000
	Payment of debt issuance costs			-			(725	)
	Repayment of advances from related parties			-			(6,556	)
	Proceeds from promissory note			5,000			-
Net cash provided by financing activities				105,000			62,626

Net increase (decrease) in cash and cash equivalents				(2,396	)		6,950
Cash and cash equivalents, beginning				13,032			-

Cash and cash equivalents, ending			$	10,636		$	6,950

Supplemental disclosure of cash flow information:
	Cash paid for interest		$	-		$	-
	Cash paid for income taxes		$	-		$	-

Non-cash investing and financing activities:
	Cancellation of common stock		$	-		$	200
	Reclassification of derivative liabilities		$	73,203		$	22,734
	Convertible debt and accrued interest converted to common stock		$	73,605		$	7,500

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

ML Capital Group, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

ML Capital Group, Inc. (the “Company”) was incorporated in the State of Nevada on September 22, 2009.

The Company’s business consists of providing consulting services to both public and private companies, concentrating primarily on early stage companies, small businesses and emerging growth companies. The Company has embarked upon an expansion into developing products and services that are focused on the electronic cigarettes (e-cigs) industry.

On April 14, 2014 the Company amended their Articles of Incorporation increasing the authorized number of shares to common stock to 500,000,000.

On May 27, 2014 the Company formed a wholly owned subsidiary Superstar Products, LLC to facilitate the importation and sale of 3 in 1 vaporized pens. During the period ended September 30, 2014 there was no activity in the subsidiary.

OnIn ~~September~~April 302015, ~~2014~~ the Company’s ~~amended~~board ~~their~~of ~~Articles~~directors ofapproved ~~Incorporation~~a ~~increasing~~1 ~~the~~for ~~authorized~~4,000 reverse stock split. The number of shares of common stock has been adjusted to ~~3,000,000,000~~reflect the split for all periods presented.

~~Basis~~On February 27, 2015, the Company’s Board of ~~Presentation~~Directors, pursuant to the authority granted it in Section 1 of Article II of the Company’s Articles of Incorporation, designated 2,000,000 shares of the Company’s Preferred Stock as Series A Preferred Stock and ~~Consolidation~~ authorized and instructed the Company’s officers to file the Certificate of Designation for the Series A Preferred Stock with the Nevada Secretary of State.

Further, the Company’s Board of Directors approved the issuance of 1,000,000 shares of the Series A Preferred Stock to Ms. Lisa Nelson, the Company’s President. Each Series A Preferred Share has voting rights of 10,000 votes per share. The ~~accompanying~~Series ~~condensed~~A ~~consolidated~~Preferred ~~financial~~Stock ~~statements~~are ~~include~~not convertible into the ~~accounts~~shares of the Company’s Common Stock and ~~its~~are ~~wholly~~not ~~owned~~entitled ~~subsidiary~~to be paid any dividends. ~~All~~No ~~intercompany~~sinking ~~balances~~fund is required to be established for the retirement or repurchase of the shares of the Series A Preferred Stock and ~~transactions~~the ~~have~~Company ~~been~~has ~~consolidated~~the inright, ~~consolidation~~with the approval of the holder, to repurchase all or any portion of the Series A Preferred Stock at a redemption price of $0.00001 per share. Further, the holders of the Series A Preferred Stock does not hold any registration rights.

~~The~~All ~~accompanying~~of ~~condensed financial statements have been prepared by~~ the ~~Company~~Series ~~without~~A ~~audit.~~Preferred InShares ~~the~~were ~~opinion~~offered ofand ~~management,~~sold ~~all adjustments necessary~~ to ~~present the financial position, results of operations and cash flows for the stated periods have been made~~Ms. ~~Except~~Nelson as ~~described~~restricted ~~below,~~securities ~~these~~pursuant ~~adjustments~~to ~~consist only of normal and recurring adjustments. Certain information and note disclosures normally included in~~ the ~~Company’s~~exemption ~~annual~~provided ~~financial~~by ~~statements~~Section ~~prepared~~4(a)(2) inof ~~accordance with accounting principles generally accepted in~~ the ~~United~~Securities ~~States~~Act of ~~America~~1933, ~~have~~as ~~been~~amended ~~condensed~~and ~~or omitted~~Ms. ~~These~~Nelson ~~condensed~~agreed ~~consolidated~~that ~~financial~~she ~~statements~~was ~~should~~acquiring ~~be read in conjunction with a reading of~~ the ~~Company’s~~Series ~~financial~~A ~~statements~~Preferred ~~and~~Shares ~~notes~~for ~~thereto~~investment ~~included~~purposes inonly ~~the Company’s Form 10-K filed with the Securities~~ and ~~Exchange Commission (SEC) on March 31, 2014. Interim results of operations for the three and nine months ended September 30, 2014 are~~ not ~~necessarily~~with ~~indicative~~a ofview ~~future~~to ~~results~~a ~~for the full year~~distribution.

~~Going~~The ~~concern~~Company did not use or employ any FINRA-registered broker-dealer or any other intermediary in connection with the offering and issuance of the Series A Preferred Shares to Ms. Nelson and the Company did not receive any proceeds from their issuance. The Series A Preferred Shares were issued solely as compensation for services rendered to the Company by Ms. Nelson.

As reflected in the accompanying financial statements, the Company had a net loss of $1,825,295 and net cash used in operations of $369,197 for the nine months ended September 30, 2014. The Company has total assets of $113,301 and a working capital deficit of $965,529 as of September 30, 2014. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to further implement its business plan, raise additional capital, and generate revenues. Management believes that the actions presently being taken provide the opportunity for the Company to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Significant Accounting Policies

The accompanying condensed financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments necessary to present the financial position, results of operations and cash flows for the stated periods have been made. Except as described below, these adjustments consist only of normal and recurring adjustments. Certain information and note disclosures normally included in the Company’s annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with a reading of the Company’s financial statements and notes thereto included in the Company’s Form 10-K filed with the Securities and Exchange Commission (SEC) on April 2, 2015. Interim results of operations for the three months ended March 31, 2015 are not necessarily indicative of future results for the full year.

Going concern

As reflected in the accompanying financial statements, the Company had a net loss of $356,407 and net cash used in operations of $107,396 for the three months ended March 31, 2015. The Company has total assets of $50,231 and a working capital deficit of $1,106,013 as of March 31, 2015. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to further implement its business plan, raise additional capital, and generate revenues. Management believes that the actions presently being taken provide the opportunity for the Company to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Presentation

InThe ~~the period ended September 30, 2014, the~~ Company has ~~elected~~adopted ~~to early adopt~~ Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the Company to remove the inception to date information and all references to development stage.

Revenue recognition

Pursuant to the guidance of ASC Topic 605 and ASC Topic 360, the Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the purchase price is fixed or determinable and collectability is reasonably assured. The ~~Company~~company ~~derived~~recognizes ~~its~~ revenue from ~~consulting~~product ~~service~~sales ~~and~~during the ~~revenue~~period ~~is recognized as services are provided. The Company, at times, receives non-marketable securities representing equity~~ in ~~its~~which ~~customers as consideration for services. Because~~ the ~~fair~~product ~~value~~is ofdelivered, ~~these~~which ~~securities~~ is ~~not~~generally ~~measureable~~at ~~and~~ the ~~securities~~at ~~are~~the ~~not~~point ~~easily~~of ~~convertible to cash, no revenue is recognized~~sale.

Inventories

Inventories are stated at the lower of cost of market using the first-in; first-out (FIFO) cost method of accounting.

Use of estimates

The preparation of the financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and the related disclosures at the date of the financial statements and during the reporting period. Actual results could materially differ from these estimates. Significant estimates in the ~~2014~~2015 and ~~2013~~2014 periods include the valuation of stock-based compensation and derivative liabilities.

Cash and cash equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less and money market accounts to be cash equivalents.

Fixed assets

Fixed Assets are stated at historical cost less depreciation. Cost of acquisition is inclusive of taxes, duties, freight, installation and allocated incidental expenditure during construction/ acquisition.

Fair value financial instruments

The carrying amounts reported in the balance sheets for accounts payable, accrued expenses and amounts due to related party approximate their fair value based on the short-term maturity of these instruments. The fair value of the Company’s derivative liabilities was determined based on the estimated intrinsic value of the embedded conversion feature which approximates fair value due to the terms of conversion and a modified Black Scholes method incorporating Monte Carlo simulation.

The Company measures its financial and non-financial assets and liabilities, as well as makes related disclosures, in accordance with ASC Topic 820, Fair Value Measurements and Disclosures (“ASC Topic 820”).

ASC Topic 820 provides guidance with respect to valuation techniques to be utilized in the determination of fair value of assets and liabilities. Approaches include, (i) the market approach (comparable market prices), (ii) the income approach (present value of future income or cash flow), and (iii) the cost approach (cost to replace the service capacity of an asset or replacement cost). ASC Topic 820 utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into six broad levels. The following is a brief description of those six levels:

	Level 1:	Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.
	Level 2:	Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
	Level 3:	Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use.

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

~~The~~Level ~~Company~~2: ~~adjusts~~Inputs ~~the~~other ~~derivative~~than ~~liability~~quoted ~~resulting~~prices ~~from~~that ~~the~~are ~~embedded~~observable, ~~conversion~~either ~~option~~directly onor ~~its convertible debt to fair value at each balance sheet date~~indirectly. ~~The~~These ~~fair~~include ~~value~~quoted ofprices ~~the~~for ~~derivate~~similar ~~liability~~assets isor ~~estimated~~liabilities ~~using~~in ~~level~~active 3markets ~~inputs.~~and ~~The~~quoted ~~following~~prices ~~tables~~for ~~summarize~~identical ~~our~~or ~~financial~~similar assets ~~and~~or liabilities ~~measured~~in atmarkets ~~fair~~that ~~value~~are onnot ~~a recurring basis as of September 30, 2014:~~active.

Quoted Prices

Significant

Balance at

in Active

Other

Significant

September 30,

Markets for

Observable

Unobservable

2014

Identical Assets

Inputs

(Level 1)

(Level 2)

(Level 3)

Fair value of derivative liability for embedded conversion option s

791,008

—

791,008

Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use.

The Company adjusts the derivative liability resulting from the embedded conversion option on its convertible debt to fair value at each balance sheet date. The fair value of the derivate liability is estimated using level 3 inputs. The following tables summarize our financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2015:

Quoted Prices

Significant

Balance at

in Active

Other

Significant

March 31,

Markets for

Observable

Unobservable

2015

Identical Assets

Inputs

(Level 1)

(Level 2)

(Level 3)

Fair value of derivative liability for embedded conversion options

753,871

—

753,871

Stock-based compensation

The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity based compensation issued to employees. The Company accounts for non-employee share-based awards in accordance with ASC Topic 505-50.

Net loss per share of common stock

Basic net loss per common share is computed by dividing net loss available to common shareholders by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Potentially dilutive securities consisting of ~~183~~2,~~519~~952,~~230~~705 and 163,~~667~~587 shares underlying convertible debt warrants for the ~~nine~~three month period ended ~~September~~March 3031, ~~2014~~2015 and ~~2013~~2014 respectively are not included in the calculation of diluted loss per share because their impact was antidilutive. Potentially dilutive securities consist of:

Warrants not exercised	112,~~083,333~~771
Convertible debt at September 30, 2014 conversion price		172,435,897
Convertible debt at March 31, 2015 conversion price		2,949,934
Total dilutive securities		~~183~~2,~~519~~952,~~230~~705

During the period from April 1, 2015 to May 15, 2015, the Company issued 20,000,000 shares post-split to CEO Lisa Nelson, 2,000,000 post-split shares of common stock to Director Thomas Nelson and 2,000,000 post-split shares of common stock to Director Carlos Lopez.

Recent accounting pronouncements

Accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption.

NOTE 2 – RELATED PARTY TRANSACTIONS

The Company’s president from time to time, provides advances to the Company for working capital purposes. ~~At December 31, 2013, the Company had a payable to the president of $6,556, which was repaid during the nine months ended September 30, 2014.~~ These advances were due on demand, non-interest bearing and included in due to related party on the accompanying balance sheets. At March 31, 2015, there are no related party advances outstanding.

During the ~~nine~~three month period ended ~~September~~March 3031, ~~2014~~2015 the president of the Company received compensation of $3536,~~000~~190 in cash compensation compared to ~~222~~$20,~~500~~000 during the same period in ~~2013~~2014.

NOTE 3 – CONVERTIBLE ~~NOTES~~NOTE PAYABLE

On June 7, 2012, the Company entered into a convertible promissory note agreement with Morgan Wells Inc. Pursuant to the convertible promissory note agreement, the Company issued a note in the principal amount of $5,000. The note bears interest at the rate of 8% per annum and matured on December 7, 2012. The note ~~was~~is convertible tointo common stock at 75% of the lowest closing market price for the Company’s stock during the previous 20 trading days. ~~On February 14, 2014 $2,500 of principal was converted to 2,500,000 shares of common stock of the Company.~~ As of ~~September~~March 3031, ~~2014~~2015 the note had a principal balance of $2,500.

On May 15, 2013, the Company entered into a convertible promissory note agreement with Windstream Partners, LLC. Pursuant to the convertible promissory note agreement, the Company issued a note in the principal amount of $6,500. The note bears interest at the rate of 8% per annum and matured on November 15, 2013. The note was convertible into shares of the Company’s common stock at $.0065 per share. The Company recorded a discount against the carrying value of the debt for the beneficial conversion feature totaling $6,500, which was amortized into interest expense through the maturity date of the note. In October 2013, the note was transferred to a third party and accrued interest of $165 was added to the principal. The current holder shall had the right from time to time to convert all or any part of the outstanding and unpaid principal amount of this note into fully paid and non-assessable shares of common stock. The conversion price was the lower of 1) 50% of the average of the lowest 2 trading prices during the 20 trading days immediately preceding the conversion date, or 2) $0.0065 per share. The embedded conversion feature, after the transfer of the note, is required to be recorded as a derivative liability adjusted to fair value at each reporting date. On the date of transfer, the Company recorded an initial derivative liability of $52,000, of which $5,000 was recorded as a discount against the note and $47,000 was recorded as derivative expense. The maturity date of the note was extended to July 15, 2014. During the year ended December 31, 2013, the holder of the note converted principal of $1,666 in 257,978 share of common stock. The derivative liability was adjusted to its fair value of $31,170 as of December 31, 2013. During the nine months ended September 30, 2014, the holder of the note converted the remaining principal and accrued interest totaling $5,119 into 787,523 shares of common stock and the fair value of the conversion feature totaling $31,170 was reclassified into additional paid in capital. The Company recorded amortization of the discount of $3,590 for the nine months ended September 30, 2014. As of September 30, 2014 the note and interest had been converted to common stock leaving a principal balance of zero.

InOn ~~October~~February ~~2013~~28, 2014 the Company issued a convertible promissory note ~~agreement~~ in the principal amount of 22$30,000. The note bears interest at the rate of 8% per annum and ~~matures~~matured ~~July~~February 1828, ~~2014~~2015. The note ~~was~~is convertible into shares of the Company’s common stock ~~after 180 days~~ at 50% of the average of the lowest 2 trading prices during the 10 trading days immediately preceding the conversion date. The embedded conversion feature ~~was~~is required to be recorded as a derivative liability adjusted to fair value at each reporting date. The Company recorded an initial derivative liability of $2332,~~331,~~400 ofdebt ~~which~~discount of $2230,000 ~~was~~and ~~recorded~~derivative asexpense aof ~~discount against the note and~~ $12,~~331 was recorded as derivative expense~~400. The ~~fair~~debt ~~value~~discount of ~~the derivative as of December 31~~$30,000 ~~2013~~was ~~did~~amortized ~~not~~into ~~change~~interest ~~from~~expense ~~the~~over ~~date of issuance. The Company recorded amortization of~~ the ~~discount~~term of ~~$15,862 for~~ the ~~nine months ended September 30, 2014~~note. The carrying value of the note as of December 31, ~~2013~~2014, was $65,~~138~~840, net of ~~remaining~~unamortized discount of $151,~~862~~126. OnDuring ~~May~~the 5three months ended March 31, ~~2014~~2015, the Company issued 118,~~120,519~~480 shares of ~~commons~~common ~~upon~~stock ~~the~~in ~~conversion~~satisfaction of the $226,~~000~~966 of convertible debt and $~~1,027~~268 of accrued interest. No amounts remain outstanding as of ~~September~~March 3031, ~~2014~~2015.

On ~~February~~April 281, 2014 the Company ~~issued~~entered into a ~~convertible~~note ~~promissory~~agreement whereby the Company issued a note inpayable ~~the~~with a principal amount of $30600,000 plus prepaid interest of $60,000 and prepaid legal fees of $5,000 for an aggregate amount of $665,000. Additional interest of 8% on the outstanding balance is also incurred. The ~~note~~current ~~bears~~holder ~~interest~~shall athave the ~~rate~~right from time to time to convert all or any part of 8%the ~~per~~outstanding ~~annum~~and unpaid principal amount of this note into fully paid and ~~matures~~non-assessable ~~February~~shares ~~28,~~of ~~2015~~common stock. The note matures on April 1, 2015 and is convertible, at the note holder’s option, into common shares of the Company’s ~~common stock~~ after ~~180~~90 days at 50the lower of $.0074 or 40% of the average ofclosing price 20 days prior to conversion. The Company is to receive principal from the ~~lowest~~note 2of ~~trading~~$50,000 ~~prices~~per month starting in April 2014 and for 11 months thereafter, for a total of $600,000 of which $350,000 was received during the 10year ~~trading~~ended ~~days~~December ~~immediately~~31, ~~preceding~~2014. In addition, the ~~conversion~~Company ~~date~~has issued warrants to the note holder which vest in equal amounts, over the 12 month period. The ~~embedded~~note ~~conversion~~holder ~~feature~~may ispurchase ~~required~~up to be2,771 ~~recorded~~shares asof athe ~~derivative~~Company’s ~~liability~~common ~~adjusted~~stock at $240 per share per warrant or convert the warrants to ~~fair~~common ~~value~~stock aton ~~each~~a ~~reporting~~formula ~~date~~as cashless warrants. ~~The~~Because of the variable conversion option contained in the convertible note and the ratchet provision included in the warrant, the Company recorded anderivative ~~initial~~liabilities ~~derivative~~totaling ~~liability~~$1,706,747 upon issuance of ~~$32~~the note,~~400~~ ~~debt~~offset by a discount equal to the face value of the funded portion of the notes, which became convertible during the year ended December 31, 2014, or $30370,000, and initial derivative expense of $21,~~400~~536,747. ~~The~~During ~~debt~~the ~~discount~~three ofmonths ~~$30~~ended March 31,~~000~~ is2015, ~~being~~the ~~amortized~~Company ~~into~~received ~~interest~~an ~~expense~~additional ~~over~~$25,000 ~~the~~in ~~term~~financing offrom ~~the~~this note. ~~Amortization~~Additionally, ~~for~~during the ~~nine~~three months ended ~~September~~March 3031, ~~2014~~2015 the Company issued 123,582 ~~totaled~~shares of common stock upon conversion of $1737,~~548~~759 ~~and~~of ~~the~~convertible ~~carrying~~debt ~~value~~principal. ofThe ~~the~~outstanding ~~note~~principal as of ~~September~~March 3031, ~~2014~~2015 totaled $287,441, which is carried at $17286,~~548~~449, net of unamortized discount of $~~12,452~~992.

On ~~March~~July 42, 2014, the Company issued a convertible promissory note in the principal amount of $2040,000. The note bears interest at the rate of 8% per annum and matures ~~March~~July 42, 2015. The note is convertible into shares of the Company’s common stock after 180 days at 50% of the average of the lowest 2 trading prices during the 10 trading days immediately preceding the conversion date. The embedded conversion feature is required to be recorded as a derivative liability adjusted to fair value at each reporting date. The Company recorded an initial derivative liability of $2143,~~600,~~200 debt discount of $2040,000 and derivative expense of $13,~~600~~200. The debt discount of $2040,000 is being amortized into interest expense over the term of the note. During the three months ended March 31, 2015, the Company issued 21,770 shares of common stock upon conversion of $6,355 of convertible debt principal and $314 of accrued interest. Amortization for the ~~nine~~three months ended ~~September~~March 3031, ~~2014~~2015, totaled $1110,~~479~~891 and the carrying value of the note as of ~~September~~March 3031, ~~2014~~2015, is $1126,~~479~~802, net of unamortized discount of $89,~~521~~164.

On ~~April~~July 12, 2014 the Company ~~entered~~issued ~~into~~ a ~~note~~convertible ~~agreement~~promissory ~~whereby the Company is obligated to a~~ note ~~with~~in athe principal amount of $~~600~~50,000 ~~plus prepaid interest of $60,000 and prepaid legal fees of $5,000 for an aggregate amount of $665,000~~. ~~Additional interest of 8% on the outstanding balance is also incurred.~~ The ~~current~~note ~~holder~~bears ~~shall~~interest ~~have~~at the ~~right~~rate ~~from time to time to convert all or any part~~ of ~~the~~8% ~~outstanding~~per ~~and~~annum ~~unpaid principal amount of this note into fully paid~~ and ~~non-assessable~~matures ~~shares~~July of2, ~~common stock~~2015. The note ~~matures on April 1, 2015 and~~ is convertible, ~~at the note holder’s option,~~ into ~~common~~ shares of the Company’s ~~after~~common 90stock ~~days~~ at ~~the lower of $.0074 or 40~~50% of the ~~average~~lowest ~~closing~~trading price during the 20 trading days ~~prior~~immediately topreceding the conversion date. The ~~Company~~embedded conversion feature is required to ~~receive~~be ~~principal~~recorded ~~from~~as ~~the~~a ~~note~~derivative ofliability ~~$50,000~~adjusted ~~per~~to ~~month~~fair ~~starting~~value inat ~~April~~each ~~2014~~reporting ~~and~~date. ~~for~~The 11Company ~~months~~recorded ~~thereafter,~~an ~~for~~initial aderivative ~~total~~liability of $~~600~~54,000, ofdebt ~~which~~discount of $~~300~~50,000 ~~was~~and ~~received~~derivative ~~during~~expense ~~the~~of ~~nine months ended September 30~~$4, ~~2014~~000. ~~In addition, the Company has issued warrants to the note holder which vest in equal amounts, over the 12 month period.~~ The ~~note~~debt ~~holder~~discount ~~may purchase up to 11,083,333 shares~~ of ~~the Company’s common stock at~~ $~~0.06~~50,000 ~~per~~is ~~share~~being ~~per~~amortized ~~warrant~~into orinterest ~~convert~~expense over the ~~warrants~~term ~~to common stock on a formula as cashless warrants. Because~~ of the ~~variable conversion option contained in the convertible~~ note. ~~and~~During the ~~ratchet~~three ~~provision~~months ~~included~~ended inMarch ~~the~~31, ~~warrant~~2015, the Company ~~recorded~~issued ~~derivative liabilities totaling $1~~77,~~706,747~~000 ~~upon~~shares ~~issuance~~ of ~~the~~common ~~note,~~stock ~~offset~~upon byconversion ~~a discount equal to the face value~~ of ~~the~~$19,000 ~~funded portion~~ of ~~the~~convertible ~~notes,~~debt ~~which~~principal. ~~became~~Amortization ~~convertible~~for ~~during~~ the ~~nine~~three months ended ~~September~~March 3031, ~~2014~~2015, ortotaled $~~170~~17,~~000,~~170 and ~~initial~~the ~~derivative~~carrying ~~expense~~value of ~~$1,536,747.~~the Asnote as of ~~September~~March 3031, ~~2014~~2015, ~~the~~is ~~derivative liabilities were adjusted to fair value of~~ $~~615~~23,~~552~~101, ~~resulting~~net inof ~~derivative~~unamortized ~~income~~discount of $17,~~091,196~~899. The fair value of the derivatives was determined using Monte Carlo simulations and modified Black Scholes Models, and assumptions as follows: volatility - 302.1%. Risk Free Rate - 0.88% to 0.91%, Term – 0.75 yrs to 2.75 Years; Dividend Rate – 0.0%.

On ~~July~~December 23, 2014 the Company issued a convertible promissory note in the principal amount of $4030,000 plus prepaid legal fees of $1,500. The note bears interest at the rate of 8% per annum and matures ~~July~~December 23, 2015. The note is convertible into shares of the Company’s common stock ~~after~~at ~~180~~any ~~days~~time atequal to 50% of the average of the lowest 2 trading prices during the 1020 trading days immediately preceding the conversion date. The embedded conversion feature is required to be recorded as a derivative liability adjusted to fair value at each reporting date. The Company recorded an initial derivative liability of $4332,~~200~~400 debt discount of $4030,000 and derivative expense of $32,~~200~~400. The debt discount of $4030,000 is being amortized into interest expense over the term of the note. Amortization for the ~~nine~~three months ended ~~September~~March 3031, ~~2014~~2015, totaled $107,~~000~~397 and the carrying value of the note as of ~~September~~March 3031, ~~2014~~2015, is $109,~~000~~699, net of unamortized discount of $3020,~~000~~301.

On ~~July~~January 29, ~~2014~~2015 the Company issued a convertible promissory note in the principal amount of $50111,~~000~~111. The note bears interest at the rate of 86% per annum and matures ~~July~~January 29, ~~2015~~2016. The note is convertible into shares of the Company’s common stock at a conversion price equal to 50% of the ~~lowest~~average ~~trading~~of ~~price~~the 10 closing bid prices during the 2010 trading days immediately preceding the conversion date. The embedded conversion feature is required to be recorded as a derivative liability adjusted to fair value at each reporting date. The Company recorded an initial derivative liability of $54112,~~000~~514, debt discount of $50111,~~000~~111 and derivative expense of $41,~~000~~403. The debt discount of $50111,~~000~~111 is being amortized into interest expense over the term of the note. . During the three months ended March 31, 2015, the Company issued 13,159 shares of common stock upon conversion of $5,264 of convertible debt principal. Amortization for the ~~nine~~three months ended ~~September~~March 3031, ~~2014,~~2015 totaled $1230,~~500~~156 and the carrying value of the note as of ~~September~~December 3031, 2014, is $1223,~~500~~489, net of unamortized discount of $3782,~~500~~358.

NOTE 4 – STOCKHOLDERS’ DEFICIT

On January 38, ~~2014~~2015 the Company issued 13,~~000,000~~750 shares of common stock tofor ~~one~~the ~~individual~~conversion ~~for~~of $51,~~000~~800 inof ~~cash~~convertible debt.

On January 9, ~~2014~~2015 the Company issued 13,~~000,000~~750 shares of common stock for the conversion of $51,~~000~~800 inof ~~cash~~convertible debt.

On January 1413, ~~2014~~2015 the Company issued ~~300~~4,~~000~~500 shares of common stock tofor ~~one~~the ~~individual~~conversion ~~with a fair value based on recent stock sales,~~ of $111,~~370~~800 ~~for~~of ~~services~~convertible ~~rendered~~debt.

On January 2813, ~~2014~~2015 the Company issued ~~393~~4,~~446~~582 shares of common stock for the conversion of $2,~~558~~200 of convertible debt ~~and accrued interest~~.

On ~~February~~January 414, ~~2014~~2015 the Company issued ~~394~~4,~~057~~500 shares of common stock for the conversion of $21,~~561~~800 of convertible debt ~~and accrued interest~~.

On ~~February~~January 616, ~~2014~~2015 the Company issued ~~200~~13,~~000~~159 shares of common stock ~~to one entity~~ for ~~services~~the toconversion ~~be rendered over six months. The fair value~~ of $87,~~000~~895 ~~was recorded as deferred stock compensation to be amortized to expense over the six month period, resulting in expenses~~ of ~~$8,000~~convertible ~~for the nine months ended September 30, 2014~~debt.

On January 16, 2015 the Company issued 5,616 shares of common stock for the conversion of $3,300 of convertible debt and $70 of accrued interest.

On January 20, 2015 the Company issued 9,625 shares of common stock for the conversion of $4,620 of convertible debt.

On January 21, 2015 the Company issued 4,500 shares of common stock for the conversion of $1,800 of convertible debt.

On January 22, 2015 the Company issued 10,250 shares of common stock for the conversion of $4,920 of convertible debt.

On ~~February~~January 723, ~~2014~~2015 the Company issued 15,~~000,000~~375 shares of common stock tofor ~~one~~the ~~individual~~conversion ~~for~~of $52,~~000~~580 inof ~~cash~~convertible debt.

On ~~March~~January 326, ~~2014~~2015 the Company issued 24,~~500,000~~284 shares of common stock for the conversion of $2,~~500~~000 of convertible debt and $142 of accrued interest.

On ~~March~~January 726, ~~2014~~2015 the Company issued 14,~~000,000~~500 shares of common stock tofor ~~one~~the ~~individual~~conversion ~~for~~of $51,~~000~~800 inof ~~cash~~convertible debt.

On ~~March~~January 727, ~~2014~~2015 the Company issued ~~250~~19,~~000~~500 shares of common stock ~~to one entity~~ for ~~services to be rendered over six months,~~ the ~~fair~~conversion ~~value~~ of $156,~~500~~240 ~~based on recent sales, was recorded as deferred stock compensation to be amortized into expense over six months, resulting in expenses~~ of ~~$15,500~~convertible ~~for the nine months ended September 30, 2014~~debt.

On ~~March~~January 2730, ~~2014~~2015 the Company issued ~~250~~8,~~000~~580 shares of common stock ~~to one entity~~ for ~~services~~the toconversion ~~be rendered over six months. The fair value~~ of $271,~~500,~~600 ~~based~~of onconvertible ~~recent~~debt ~~sales,~~and ~~was~~$116 ~~recorded as deferred stock based compensation to be amortized over six months, resulting in expenses~~ of ~~$27,500~~accrued ~~for the nine months ended September 30, 2014~~interest.

On ~~April~~February 43, ~~2014~~2015 the Company issued ~~238~~8,~~000~~750 shares of common stock ~~valued at $30,702, based on recent stock sales, to an entity~~ for ~~services~~the toconversion ~~be rendered over six months. The fair value was recorded as deferred stock based compensation to be amortized over six months, resulting in expenses~~ of $302,~~702~~800 ~~for~~of ~~the~~convertible ~~nine months ended September 30, 2014~~debt.

On ~~April~~February 174, ~~2014~~2015 the Company issued 29,~~000~~162 shares of common stock ~~valued~~for atthe ~~$258~~conversion ~~based~~of on$1,700 ~~recent~~of ~~stock~~convertible ~~sales~~debt toand ~~one~~$132 ~~entity~~of ~~for~~accrued ~~legal services~~interest.

On ~~April~~February 175, ~~2014~~2015 the Company issued ~~800~~9,000 shares of common stock ~~valued~~for atthe conversion of $571,~~120,~~800 ~~based on recent stock sales to two directors~~ of ~~the~~convertible ~~Company~~debt.

On ~~April~~February 179, ~~2014~~2015 the Company issued ~~500~~9,~~000~~500 shares of common stock ~~valued~~for ~~at $35,700, based on recent stock sales, to one individual appointed to~~ the ~~advisory~~conversion ~~board. The fair value was recorded as deferred stock based compensation to be amortized over six months, resulting in expenses~~ of $323,~~725~~040 ~~for~~of ~~the~~convertible ~~nine months ended September 30, 2014~~debt.

On ~~May~~February 510, ~~2014~~2015 the Company issued 110,~~120,519~~000 shares of ~~commons~~common stock ~~valued at $23,027~~ for the conversion of $222,000 of convertible debt ~~and $1,027 of accrued interest~~.

On ~~May~~February 1611, ~~2014~~2015 the Company issued ~~250~~10,000 shares of common stock ~~to one entity~~ for ~~services~~the toconversion ~~be rendered over six months. The fair value~~ of $141,~~650,~~600 ~~based on recent sales, was recorded as deferred stock based compensation to be amortized over six months, resulting in expenses~~ of ~~$10,998~~convertible ~~for the nine months ended September 30, 2014~~debt.

On ~~May~~February 2112, ~~2014~~2015 the Company issued ~~250~~11,~~000~~250 shares of common stock ~~to one entity~~ for ~~services~~the toconversion ~~be rendered over six months. The fair value~~ of $111,~~380,~~800 ~~based on recent sales, was recorded as deferred stock based compensation to be amortized over six months, resulting in expenses~~ of ~~$7,727~~convertible ~~for the nine months ended September 30, 2014~~debt.

On ~~June~~February 420, ~~2014~~2015 the Company issued ~~200~~10,000 shares of common stock ~~to one entity~~ for ~~services~~the toconversion ~~be rendered over six months. The fair value~~ of $52,~~780,~~000 ~~based on recent sales, was recorded as deferred stock based compensation to be amortized over six months, resulting in expenses~~ of ~~$3,853~~convertible ~~for the nine months ended September 30, 2014~~debt.

On February 23, 2015 the Company issued 12,500 shares of common stock for the conversion of $2,000 of convertible debt.

On February 24, 2015 the Company issued 12,608 shares of common stock for the conversion of $2,400 of convertible debt and $122 of accrued interest.

On February 26, 2015 the Company issued 15,000 shares of common stock for the conversion of $3,000 of convertible debt.

On March 4, 2015 the Company issued 15,000 shares of common stock for the conversion of $3,000 of convertible debt.

On March 4, 2015 the Company issued 14,750 shares of common stock for the conversion of $2,360 of convertible debt

OnThe ~~June~~Company 5,has ~~2014~~issued ~~the~~warrants ~~Company~~to ~~issued~~purchase ~~300~~2,~~000~~771 shares of common stock ~~to one entity for services to be rendered over six months. The fair value~~ of ~~$8,100,~~which ~~based on recent sales~~2,078 ~~was~~are ~~recorded~~exercisable as ~~deferred~~of ~~stock~~March ~~based~~31, ~~compensation~~2015. toThe bewarrants ~~amortized~~have ~~over~~an ~~six~~exercise ~~months,~~price ~~resulting in expenses~~ of $~~5,400~~240 ~~for~~per ~~the~~share ~~nine~~and ~~months~~expire ~~ended~~on ~~September~~April 301, ~~2014~~2017 (See Note 3).

On ~~June~~February 1027, ~~2014~~2015, the Company’s ~~issued~~Board ~~350,000 shares~~ of ~~common~~Directors, ~~stock~~pursuant to ~~one~~the ~~entity~~authority ~~for~~granted ~~services~~it toin beSection ~~rendered~~1 ~~over~~of ~~three~~Article ~~months.~~II ~~The~~of ~~fair~~the ~~value~~Company’s Articles of $5Incorporation,~~600~~ designated 2,000,000 ~~based~~shares onof ~~recent~~the ~~sales,~~Company’s ~~was~~Preferred ~~recorded~~Stock as ~~deferred~~Series ~~stock~~A ~~based~~Preferred ~~compensation~~Stock toand beauthorized ~~amortized~~and ~~over~~instructed ~~three~~the ~~months,~~Company’s ~~resulting~~officers into ~~expenses~~file the Certificate of ~~$5,600~~Designation for the ~~nine~~Series ~~months~~A ~~ended~~Preferred ~~September~~Stock ~~30,~~with ~~2014~~the Nevada Secretary of State.

OnFurther, ~~June~~the 27Company’s Board of Directors approved the issuance of 1,000,000 ~~2014~~shares of the Series A Preferred Stock to Ms. Lisa Nelson, the Company’s ~~issued~~President. ~~500~~Each Series A Preferred Share has voting rights of 10,000 votes per share. The Series A Preferred Stock are not convertible into the shares of ~~common~~the ~~stock~~Company’s Common Stock and are not entitled to anbe ~~individual~~paid ~~for~~any ~~services~~dividends. No sinking fund is required to be ~~rendered~~established ~~over~~for ~~six~~the ~~months.~~retirement ~~The~~or ~~fair~~repurchase ~~value~~of the shares of ~~$15~~the Series A Preferred Stock and the Company has the right,~~000,~~ ~~based~~with onthe ~~recent~~approval ~~sales~~of the holder, ~~was~~to ~~recorded~~repurchase asall ~~deferred~~or ~~stock~~any ~~based~~portion ~~compensation~~of tothe beSeries ~~amortized~~A ~~over~~Preferred ~~three~~Stock ~~months,~~at ~~resulting~~a inredemption ~~expenses~~price of $70.00001 per share. Further,~~500~~ ~~for~~the holders of the ~~nine~~Series ~~months~~A ~~ended~~Preferred ~~September~~Stock ~~30,~~does ~~2014~~not hold any registration rights.

OnAll ~~August~~of ~~1, 2014~~ the ~~Company~~Series ~~issued~~A ~~250,000~~Preferred ~~shares~~Shares ofwere ~~common~~offered ~~stock~~and sold to ~~one~~Ms. ~~entity~~Nelson ~~for~~as ~~services~~restricted tosecurities bepursuant ~~rendered~~to ~~over~~the ~~six~~exemption ~~months.~~provided ~~The~~by ~~fair~~Section ~~value~~4(a)(2) of ~~$6,000,~~the ~~based~~Securities onAct ~~recent~~of ~~sales~~1933, ~~was~~as ~~recorded~~amended asand ~~deferred~~Ms. ~~stock~~Nelson ~~based~~agreed ~~compensation~~that toshe bewas ~~amortized~~acquiring ~~over~~the ~~six~~Series ~~months,~~A ~~resulting~~Preferred inShares ~~expenses~~for ofinvestment ~~$2,000~~purposes ~~for~~only ~~the~~and ~~nine~~not ~~months~~with ~~ended~~a ~~September~~view ~~30,~~to ~~2014~~a distribution.

OnThe ~~September~~Company 4,did ~~2014~~not ~~the~~use ~~Company~~or ~~issued~~employ ~~717,619~~any ~~shares~~FINRA-registered ofbroker-dealer ~~common~~or ~~stock~~any toother ~~one~~intermediary ~~entity~~in ~~for~~connection ~~services~~with tothe beoffering ~~rendered~~and ~~over~~issuance ~~six~~of ~~months.~~the ~~The~~Series ~~fair~~A ~~value~~Preferred ofShares ~~$12,200,~~to ~~based~~Ms. onNelson ~~recent~~and ~~sales,~~the ~~was~~Company ~~recorded~~did asnot ~~deferred~~receive ~~stock~~any ~~based~~proceeds ~~compensation~~from totheir beissuance. ~~amortized~~The ~~over~~Series ~~six~~A ~~months,~~Preferred ~~resulting~~Shares inwere ~~expenses~~issued ofsolely ~~$2,033~~as compensation for ~~the~~services ~~nine~~rendered ~~months~~to ~~ended~~the ~~September~~Company ~~30,~~by ~~2014~~Ms. Nelson.

OnNOTE ~~September~~5 – 19, 2014 the Company issued 350,000 shares of common stock to one entity for services to be rendered over three months. The fair value of $3,150, based on recent sales, was recorded as deferred stock based compensation to be amortized over three months, resulting in expenses of $525 for the nine months ended September 30, 2014.LEASE

The Company has issued warrants to purchase 11,083,333 shares of common stock of which 2,833,333 are exercisable as of September 30, 2014. The warrants have an exercise price of $0.06 per share and expire on April 1, 2017 (See Note 3).

NOTE 5 – COMMITMENTS AND CONTINGENCIES

On December 3, 2013 Premier Media Services, Inc filed a civil suit (Premier Media Services, Inc. v ML Capital Group Inc., Case No. CC2014215992RC. North Mesa Justice Court, CA) claiming damages of $4,450 of unpaid fees and legal costs and shares received at a value of $5,000 for breach of contract and to release the shares held. Premier claims the Company terminated the contract on 30 day notice while the contract required a 90 day notice. The Company has counter claimed that Premier breached the contract and did not act in good faith while committing fraud and enjoying unjust enrichment. The Company announced the resolution of this dispute on September 5, 2014. Premier Media Services agreed to accept $1,000.00 and return 125,000 shares of Common Stock to the Company. The terms of the agreement has been fulfilled by both parties all claims and counterclaims were dismissed with prejudice on August 28, 2014.

NOTE 6 – LEASE

On May 16, 2013 the Company signed a lease for 950 square feet of space with the lease commencing on July 1, 2013 and expiring on August 1, 2015. Under the terms of the lease the Company paid monthly lease rental of $900 per month plus estimated CAM and taxes from July 1, 2013 through December 31, 2013. The Company is further obligated to pay monthly rental of $950 plus CAM and taxes from January 1, 2014 through June 30, 2014 and $950 in monthly rental plus CAM and taxes through the term of the lease ending July 31, 2015.

NOTE 76 – ~~SUBSEQUET~~SUBSEQUENT ~~EVENT~~EVENTS

From ~~October~~April 1, ~~2014~~2015, through ~~November~~May 1415, ~~2014~~2015, the Company has issued ~~102~~20,~~817~~000,~~613~~000 shares of common stock ~~upon~~to ~~conversion~~CEO ofLisa ~~$88,000~~Nelson offor ~~convertible~~services ~~promissory~~to ~~notes~~be ~~and~~provided ~~$2,079~~over of12 ~~accrued and unpaid interest~~months.

14On May 6, 2015, the Company’s Board of Directors elected Thomas E. Nelson as a Director of the Company. Mr. Nelson is the husband of the Company’s President, Chief Executive Officer, and Secretary, Ms. Lisa Nelson. In addition, The Board of Directors approved the issuance of 2,000,000 shares of the Company’s Common Stock to Mr. Nelson for his past services to the Company.

~~Item~~Effective 2:April ~~Management’s~~9, ~~Discussion~~2015, ~~and~~the ~~Analysis~~Company completed a one share for four thousand share (1 for 4000) reverse split of ~~Financial~~its ~~Condition~~common ~~and~~stock. ~~Results~~Accordingly, the 1,341,880,231 shares of ~~Operations~~common stock outstanding at that date became 335,554 shares post-split. All per share figures in this filing have been adjusted to reflect the effects of the reverse split.

Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations.

FORWARD LOOKING STATEMENTS

Statements made in this Form 10-Q that are not historical or current facts are forward-looking statements. These statements often can be identified by the use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate” or “continue,” or the negative thereof. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. Among the factors that could cause actual results to differ materially from the forward-looking statements are the following: the Company’s ability to obtain necessary capital, the Company’s ability to successfully consummate future acquisitions and such other risk factors identified from time to time in the Company’s reports filed with the Securities and Exchange Commission, including those filed with this Form 10-Q quarterly report. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

Overview

ML Capital Group, Inc. was incorporated under the laws of the State of Nevada on September 22, 2009.

Our business consists of providing consulting services to both public and private companies, concentrating primarily on early stage companies, small businesses and emerging growth companies, with a principal focus on serving companies in the green technology and alternative energy industries. The Company embarked upon an expansion into developing products and services that are focused in the electronic cigarettes (e-cigs) industry. In addition the Company is anticipating the launch of a smartphone application to market products related to its new venture.

To date, the President has been primarily responsible for managing the majority of the Company’s operations, and the needs of the Company’s clients, which include the following responsibilities:

	·	Developing intellectual property around specific products or services
	·	Corporate strategic planning and implementation
	·	Executive search and placement
	·	Establish relationships with companies for new business development
	·	Make introductions to other companies as a potential strategic or financial partner

We plan to work with companies that are interested in buying or selling assets or businesses, assisting with conducting the required due diligence, advising on transaction structures, and in some cases assist with identifying possible sources of financing at the request of a client.

The Company’s expansion into the electronic cigarettes (e-cigs) industry has been carefully considered and is focused strictly on developing products, services, smartphone applications, and intellectual property that provides added value to the Company. To date, the Company is in the final stages of developing and commercializing its branded and trademarked SuperStar Vapor Pen – which is an electronic smoking device similar to an electronic cigarette that enables people to consume tobacco, wax, or liquid form in a highly efficient, clean and safe manner. In addition, the Company is also finalizing the development of a smartphone application that will provide location based services and detailed information on medical marijuana dispensaries on a national scale.

Results of Operations

During the three ~~and nine~~ month ~~periods~~period ended ~~September~~March 3031, ~~2014~~2015 the Company generated $924,~~340~~811 ~~and $14,800~~ in revenue compared to $1,125 in the respective ~~periods~~period in ~~2013~~2014. OfThe ~~the~~2015 revenue ~~generated~~was ~~$2,250~~a ~~was~~result ~~from~~of ~~related~~sales ~~parties~~of the SuperStar Vapor Pen and ~~the~~related ~~balance~~accessories which began in 2014. The 2014 revenue was ~~from~~related ~~product~~to ~~sales~~the providing of consulting services to an affiliate party.

Cost of goods sold for the three ~~and nine~~ month ~~periods~~period ended ~~September~~March 3031, ~~2014~~2015 was $522,~~825~~017 ~~and $7,134~~ compared with zero in the respective ~~periods~~period in ~~2013~~2014. Gross Margin for the three ~~and nine~~ month period ended ~~September~~March 3031, ~~2014~~2015 was $32,~~515~~794 ~~and $7,666~~ compared to $1,125 for ~~both~~the ~~periods~~same period in ~~2013~~2014.

Total expenses for the three ~~and~~month ~~nine~~period ~~months periods~~ ended ~~September~~March 3031, ~~2014~~2015 were $~~305~~196,~~033~~271 ~~and $1,170,278~~ compared to $20345,~~885~~683 ~~and~~in ~~$280,996~~the inrespective ~~2013,~~period ~~respectively~~in 2014. The $~~889~~149,~~282~~412 ~~increase~~decrease in expenses for the ~~nine~~three month period ended ~~September~~March 3031, ~~2014~~2015 over the same period in ~~2013~~2014 was primarily attributable to ~~professional~~stock ~~fees~~based compensation of approximately $~~825~~300,~~234~~000 ~~for~~paid during the ~~nine~~three month period ended ~~September~~March 3031, 2014 compared to $1625,~~912~~775 ~~and~~expensed ~~general~~during ~~and~~the ~~administrative~~same period in 2015. This decrease was offset by increases in compensation expenses of $~~310~~45,~~044~~756 ($65,763 and $20,007 in compensation expenses for the ~~nine~~three month ~~period~~periods inended ~~2014~~March ~~compared~~31, to2015 ~~$41~~and 2014,~~584~~ ~~during~~respectively) ~~the~~and ~~same~~general ~~period~~and inadministrative ~~2013.~~expenses ~~The~~of ~~large~~$22,683 ~~increase~~($46,381 and $23,743 in ~~professional~~general ~~fees~~and ~~can~~administrative beexpenses ~~attributed~~for tothe ~~increased~~three ~~stock~~month ~~based~~periods ~~compensation~~ended ~~awarded~~March in31, ~~2014~~2015 ~~verses~~and ~~2013.~~2014, respectively)

Other expense ~~(income)~~ for the three ~~and nine~~ month period ended ~~September~~March 3031, ~~2014~~2015 was $40204,~~878~~295 ~~and $(523,994)~~ compared to $(336,~~448)~~410 ~~and $5,906~~ in the respective ~~periods~~period in ~~2013~~2014. The large variance in ~~2014 over 2013 was attributed to derivative liability expense of $445,552 for~~ the ~~nine~~three months ~~period~~ ended ~~September~~March 3031, ~~2014~~2015 ~~compared~~over ~~to $1,667 for~~ the ~~nine~~same ~~months~~period ~~ended~~in ~~September~~2014 ~~30,~~was ~~2013.~~attributed ~~Additional~~to ~~during the three and nine months periods ended September 30, 2014~~ amortization of debt discount was $~~125~~182,~~394~~160 ~~and $140,035~~ compared to zero for the respective ~~periods~~period in ~~2013~~2014.

The Company has negative working capital of $~~965~~1,~~529~~106,013 as of ~~September~~March 3031, ~~2014~~2015 compared to $82926,~~828~~742 as of December 31, ~~2013~~2014. Funds used in operating activities during the ~~nine~~three months ended ~~September~~March 3031, ~~2014~~2015 were $~~369~~107,~~197~~396 compared to funds used of $6055,~~100~~676 in the same period in ~~2013~~2014 or $~~309~~48,~~097~~711 more in ~~2014~~2015 than in ~~2013. A larger loss offset by stock based compensation of $863,090 and loss from derivate liability of 464,082 during the nine months ended September 30,~~ 2014 ~~attributed to the variance between 2014 and 2013~~.

Funds provided ~~from~~by financing activities were $~~453~~105,~~351~~000 for the period ended ~~September~~March 3031, ~~2014~~2015 compared to ~~funds provided of~~ $6062,~~056~~626 for the same period in ~~2013~~2014. The funds provided by financing activities in ~~2014~~2015 were proceeds from ~~stock sales of $20,000, proceeds from~~ convertible notes of $~~440~~100,000 ~~offset~~and byproceeds ~~payments of advances~~ from ~~related~~a ~~parties~~promissory ofnote ~~$6,556 and reduction in bank overdraft~~ of $935,000.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements.

Item 3: Quantitative and Qualitative Disclosures About Market Risk.

An investment in the Company is highly speculative in nature and involves an extremely high degree of risk.

Item 4: Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, management concluded that our disclosure controls and procedures were not effective as of ~~September~~March 3031, ~~2014~~2015.

Changes in internal controls

Our management, with the participation our Chief Executive Officer and Chief Financial Officer, performed an evaluation to determine whether any change in our internal controls over financial reporting occurred during the ~~nine~~three months ended ~~September~~March 3031, ~~2014~~2015. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that no changes occurred in the Company's internal controls over financial reporting during the ~~nine~~three months ended ~~September~~March 3031, ~~2014~~2015 that has materially affected, or is reasonably likely to materially affect, the Company's internal controls over financial reporting.

1716

PART II: - OTHER INFORMATION

Item 1: Legal Proceedings.

None.

Item 1A: Risk Factors.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 2: Unregistered Sales of Equity Securities and Use of Proceeds.

None

Item 3: Defaults Upon Senior Securities.

None

Item 4: Mine Safety Disclosures.

Not applicable

Item 5: Other Information.

None

1817

Item 6: Exhibits.

No.		Description

31		Chief Executive Officer Certification

32		Section 1350 Certification

101.INS **		XBRL Instance Document

101.SCH **		XBRL Taxonomy Extension Schema Document

101.CAL **		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF **		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB **		XBRL Taxonomy Extension Label Linkbase Document

101.PRE **		XBRL Taxonomy Extension Presentation Linkbase Document

~~________________~~____________

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

1918

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.

	ML CAPITAL GROUP, INC.
Dated: November 19, 2014	By:	/s/ Lisa Nelson
Dated: May 15, 2015	By:	/s/ Lisa Nelson
		Lisa Nelson,
		Lisa Nelson
		Chief Executive Officer (Principal Executive Officer) and Chairman of the Board of Directors
		Chief Executive Officer (Principal Executive Officer)and Chairman of the Board of Directors

2019

Filing Compare · ML Capital Group, Inc.