U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2013~~2014

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

For the transition period from ______________ to ______________

ML CAPITAL GROUP. INC

(Exact name of Company as specified in its charter)

Nevada	6199	33-1219511
(State or Other Jurisdiction	(Primary Industrial	(IRS Employer
of Incorporation)	Classification Number)	Identification Number)

16810 East Avenue of the Fountains, Suite 120

Fountain Hills, Arizona. 85268

(480) 816-5308

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Name of each exchange on which registered: None.

Securities registered pursuant to Section 12(g) of the Act: Common Stock

Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities Act o Yes x ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15d of the Act o Yes x ¨ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or such shorter period of that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ~~Yes~~ Yes x No o¨

Indicate by checkmark 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 previous 12 months (or for such shorter period that the registrant was required to submit and post such files.) Yes x No o¨

Indicate by checkmark if disclosure of delinquent filers to Item 405 of Regulation S-K (§229.405) is not contained herein and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o¨ Accelerated filer o¨ Non-accelerated filer o¨ Smaller reporting company x (Do not check if smaller reporting company)

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

The number of shares outstanding of the Company’s $.001 Par Value Common Stock as of ~~March~~April 271, ~~2014~~2015 was 791,~~239~~143,~~905~~636,129. The aggregate number of shares of the voting stock held by non-affiliates on ~~March~~April 261, ~~2014~~2015 was 381,~~739~~101,~~905~~874,683 with a market value of $4110,~~842,488~~187. For the purposes of the foregoing calculation only, all directors and executive officers of the registrant have been deemed affiliates.

DOCUMENTS INCORPORATED BY REFERENCE: None.

TABLE OF CONTENTS

			~~Page~~	Page
FORWARD-LOOKING STATEMENTS					3
PART 1
Item 1.	~~Business~~	Description of Business		4	3
Item 1A.	~~Risk Factors~~			5	4
Item 1B.	~~Unresolved Staff Comments~~	Business		5	4
Item 2.	~~Properties~~	Risk Factors		5	4
Item 3.	~~Legal Proceedings~~	Legal Proceedings		5	4
Item 4.	~~Mine Safety Disclosure~~	Mine Safety Disclosure		5	4
PART II
Item 5.	~~Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities~~	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		6	5
Item 6.	~~Selected Financial Data~~	Selected Financial Data		7	5
Item 7.	~~Management’s Discussion and Analysis of Financial Conditions and Results of Operations~~	Management’s Discussion and Analysis of Financial Conditions and Results of Operations		7	6
Item 7A.	~~Quantitative and Qualitative Disclosures About Market Risk~~	Quantitative and Qualitative Disclosures About Market Risk		8	8
Item 8.	~~Financial Statements and Supplementary Data~~	Financial Statements and Supplementary Data		9	8
Item 9.	~~Changes in and Disagreements with Accountants on Accounting and Financial Disclosure~~	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		9	8
Item 9A.	~~Controls and Procedures~~	Controls and Procedures		9	8
Item 9B.	~~Other Information~~	Other Information		10	9
PART III
Item 10.	~~Directors, Executive Officers and Corporate Governance~~	Directors, Executive Officers and Corporate Governance		11	10
Item 11.	~~Executive Compensation~~	Executive Compensation		13	12
Item 12.	~~Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters~~	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		13	13
Item 13.	~~Certain Relationships and Related Transactions, and Director Independence~~	Certain Relationships and Related Transactions, and Director Independence		15	15
Item 14.	~~Principal Accountant Fees and Services~~	Principal Accountant Fees and Services		15	15
PART IV
Item 15.	~~Exhibits, Financial Statement Schedules~~	Exhibits, Financial Statement Schedules		16	16
SIGNATURES				17	17

FORWARD-LOOKING STATEMENTS

Certain statements made in this Annual Report on Form 10-K are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of ML Capital Group, Inc. (the “Company”) to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company’s plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.

PART I

Item 1: Description of Business

Our Company

ML Capital Group, Inc. was incorporated under the laws of the State of Nevada on September 22, 2009. The Company is currently traded on the OTC Bulletin Board and OTC Market System under the symbol “MLCG”.

~~Our~~ML Capital Group, Inc.'s primary business consists of producing products and providing ~~consulting~~services that support the medical marijuana industry and that enhance the lives of the patients that have turned to medical marijuana/cannabis to manage their various ailments. The Company is currently producing and marketing its products and services under the Superstar Products brand name, including vapor pens, mobile applications, and books. The focus of the Company is to ~~both~~sell ~~public~~products and ~~private~~services ~~companies~~that do not include the growing, ~~concentrating~~manufacture, ~~primarily~~or ondistribution ~~early~~of ~~stage~~medical ~~companies~~marijuana, ~~small~~cannabis, ~~businesses~~or ~~and~~cannabis ~~emerging~~by-products. ~~growth~~This ~~companies~~places the ML Capital Group, ~~with~~Inc. aas ~~principal~~one ~~focus~~of onthe ~~serving~~safest types of companies into ~~the~~invest ~~green~~in ~~technology~~within ~~and~~the ~~alternative~~entire ~~energy~~medical ~~industries.~~marijuana industry

To date, Ms. Nelson 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

- 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.

Employees

During the ~~period~~year ~~from~~ended ~~September 22, 2009 (date of inception) through~~ December 31, 2013, Ms. Nelson devoted an average of approximately between twenty-five (25) hours per week to over forty (40) hours per week as required by the business. For calendar year ~~2013~~2014, Ms. Nelson has devoted at least ~~thirty~~forty (3040) hours a week to the Company but may increase that number as necessary to further develop its business. As of this date and through calendar year ~~2014~~2015, Ms. Nelson will continue to provide these services atto nothe ~~cost~~Company toper her employment agreement with the Company. Ms. Nelson was compensated $150,000 during the year ended December 31, 2014, and ~~there~~the isCompany noexpects ~~current~~to ~~employment~~pay ~~agreement~~similar incompensation ~~place~~during 2015. Currently the Company has ~~one~~four full time ~~employee~~employees, ~~our~~including CEO Mrs. Lisa Nelson, ~~a part time executive assistant~~ and ~~office manager, and~~ has hired other professionals to take care of the other operational and administrative aspects of the business for legal services, auditing, bookkeeping, EDGAR filings, and applications and website development.

Item 1A: Risk Factors

Not applicable to small reporting Companies

Item 1B: Unresolved Staff Comments.

None

Item 2: Description of Property

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.

Item 3: Legal Proceedings

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 ~~30day~~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 ~~trial~~Company isannounced ~~set~~the ~~for~~resolution ~~May~~of 9this 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..

Item 4: Mine Safety Disclosures

Not applicable.

PART II

Item 5: Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities

Market for Registrant’s Common Equity

Our common stock has been listed on the Over-the-Counter Bulletin Board (“OTCBB”) maintained by the Financial Industry Regulatory Authority under the Symbol “MLCG.OB,” since June 12, 2013. Prior to that time, there was no public market for our common stock. The table below lists the high and low closing prices per share of our common stock since our stock was first traded, as quoted on the OTCBB.

Fiscal 2013	Low		High
Fiscal 2014	Low		High
First Quarter	NA	0.0220	NA	0.1730
Second Quarter		10.000160		10.151290
Third Quarter		0.~~045~~0065		10.450405
Fourth Quarter		0.~~024~~0003		0.090075
Fiscal 2012
First Quarter	NA		NA
Second Quarter	NA		NA
Third Quarter	NA		NA
Fourth Quarter	NA		NA

Fiscal 2013
First Quarter	NA	NA
Second Quarter	1.0000	1.1500
Third Quarter	0.0450	1.4500
Fourth Quarter	0.0240	0.0900

Trading in our common stock has been sporadic and the quotations set forth above are not necessarily indicative of actual market conditions. All prices reflect inter-dealer prices without retail mark-up, mark-down, or commission and may not necessarily reflect actual transactions.

At ~~March~~April 261, ~~2014~~2015, the closing price of our common stock was $0.~~125~~0001. Such over-the-counter market quotations reflect inter-dealer prices without retail mark-up mark-down or commission and may not necessarily represent actual transactions.

As of ~~March~~April 271, ~~2014~~2015, there were approximately 5794 record holders of our common stock.

We have not declared or paid any dividends on our common stock since our inception, and we do not anticipate declaring or paying any dividends on our common stock for the foreseeable future. We currently intend to retain any future earnings to finance future growth. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements and other factors the board of directors considers relevant.

Item 6: Selected Financial Data

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operation

Results of Operations

Year Ended December 31, ~~2013~~2014 Compared to Year Ended December 31, ~~2012~~2013

Revenue

Our revenues for the periods ended December 31, ~~2013~~2014 and ~~2012~~2013 were $226,~~250~~870 and $~~800~~2,250, respectively. The 2014 revenue was primarily a result of sales of the SuperStar Vapor Pen and related accessories which began in 2014. The 2013 revenue was related to the providing of consulting services to an affiliate party.

Operating Expenses

~~General~~Operating ~~and~~expenses ~~administrative expense~~ for ~~2013~~2014 ~~decreased~~increased 5084% from $1770,~~533,069~~601 in ~~2012~~2013 to $~~770~~1,~~601~~414,266 in ~~2013~~2014. The ~~decrease~~increase in general and administrative expense was attributable to ~~lower~~higher stock based compensation and an increase in ~~2013~~professional fees in 2014 over ~~2012~~2013.The major categories included:

	2013		2012
	2014		2013
Compensation	$	~~222~~185,~~500~~792	$	1222,~~050,000~~500
Professional fees		~~501~~944,~~076~~692		~~470~~501,~~070~~076
Other		47283,~~025~~782		1247,~~999~~025
	$	~~770~~1,~~601~~414,266	$	1770,~~533,069~~601

Other Income (Expense)

Other expenses increased from $562,~~225~~045 in ~~2012~~2013 to $62766,~~045~~578 in ~~2013~~2014. The increase was attributed to the issuance of convertible debt in ~~2013~~2014 resulting in aan increase of derivative liabilities inof ~~2013~~$396,257 from 2014 compared to ~~none~~2013 ~~in 2012~~ and interest expense of $937,~~960~~220 in ~~2013~~2014 compared to $59,~~225~~960 in ~~2012~~2013. The Company also recognized $281,540 of amortization expense related to convertible debt.

Financial Condition

Liquidity and Capital Resources

Our principal requirements for capital are to fund our day-to-day operations and to satisfy our contractual obligations, primarily for the repayment of debt.

As we operated at a loss, generating negative cash flow from operations, during ~~2013~~2014, we believe that we will be required to either improve profitability and operating cash flow or to borrow additional funds or otherwise secure additional financing, or both, to support our operations during ~~2013~~2014. Except as described below regarding our equity line of credit, we do not presently have any commitments to provide financing, if needed, to support our operations.

Cash Flows and Working Capital

We had no$13,032 in cash and a working capital deficit of $82926,~~828~~742 at December 31, ~~2013~~2014 as compared to ano cash ~~balance of $44~~ and a working capital deficit of $2482,~~197~~828 at December 31, 2013. The major factors in the decrease in working capital is attributed to a derivative liability of $56689,~~351~~936 in ~~2013~~2014 verse ~~none~~$56,351 in ~~2012~~2013 and increased notes payable net of discount of $12264,~~548~~125 in ~~2013~~2014 compared to $512,~~000~~548 in ~~2012~~2013.

Operations used $20513,~~595~~792 of cash during ~~2012~~2014 as compared to $68,528 used during 2013. The use of operating cash flows during ~~2013~~2014 was principally attributable to the Company’s net loss, offset by non-cash charges for amortization of debt discount, stock based compensation or ~~derivatives~~losses from derivative liabilities.

~~Financing~~Investing activities ~~provided~~used cash flows of $204,~~637~~387 during ~~2012~~2014 as compared to ~~$68,484~~no ~~provided~~investing activity during 2013. Cash flows ~~provided~~used by ~~financing~~investing activities during the ~~2013~~2014 period related to ~~issuance~~the purchase of ~~convertible~~furniture ~~debentures $28,667 for cash~~ and ~~the~~fixtures ~~sale of stock~~ for $454,~~000~~387.

Financing activities provided cash flows of $531,212 during 2014 as compared to $68,484 provided during 2013. Cash flows provided by financing activities during the 2014 period related to issuance of convertible debentures $525,000 for cash and the sale of stock for $20,000, offset by the repayment of related party advances and the payment of equity issue costs.

Debt

At December 31, ~~2013~~2014, we had $32429,~~000~~486 of indebtedness outstanding, ~~consisting~~carried ofat ~~convertible debentures with an outstanding balance of~~ $32264,~~000,~~125 ~~with $12,548,~~ net of discount.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Contractual Obligations

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

Item 7A: Quantitative and Qualitative Disclosures about Market Risk

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

Item 8: Financial Statements and Supplementary Data

Please see the financial statements beginning on page F-1 located elsewhere in this annual report on Form 10-K and incorporated herein by reference.

Item 9: Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None

Item 9A (T): Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

For purposes of this section, the term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the “Act”) (15 U.S.C. 78a et seq.) is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. As of the end of the period covered by this Annual Report, The Company carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our CEO and CFO has concluded that the Company’s disclosure controls and procedures are not effective because of the identification of a material weakness in our internal control over financial reporting which is identified below, which The Company view as an integral part of our disclosure controls and procedures.

Changes in Internal Controls over Financial Reporting

The Company has not yet made any changes in our internal controls over financial reporting that occurred during the period covered by this report on Form 10-K that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles. Because of inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Based on its evaluation, our management concluded that there are material weaknesses in our internal control over financial reporting. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The material weaknesses relate to the following:

- Lack of segregation of duties in financial reporting, as our financial reporting and all accounting functions are performed by our Chief Executive Officer. Our President does not possess accounting expertise and our company does not have an audit committee. - Lack of a formal review process that includes multiple levels of review, as all accounting and financial reporting functions are performed by our Chief Financial Officer and the work is not reviewed by anyone.

- Lack of a formal review process that includes multiple levels of review, as all accounting and financial reporting functions are performed by our Chief Financial Officer and the work is not reviewed by anyone.

These weaknesses are due to the company’s lack of working capital to hire additional staff. To remedy the material weaknesses, we intend to engage another accountant to assist with financial reporting as soon as our finances will allow.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to the attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.

Changes in Internal Controls

There were no changes in our internal control over financial reporting during the quarter ended December 31, ~~2013~~2014 that have affected, or are reasonably likely to affect, our internal control over financial reporting.

Item 9B: Other Information

Not applicable.

109

PART III

Item 10: Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of the Exchange Act

Our By-laws provide that the number of directors who shall constitute the entire board shall be such number as the board of directors shall at the time have designated. Each director shall be elected for a term of one year and until his or her successor is elected and qualified. Vacancies are filled by a majority vote of the remaining directors then in office, with the successor elected for the unexpired term and until the successor is elected and qualified. Our board of directors does not currently have any committees.

The officers and directors of the Company are as follows:

Name	Age	Title
Lisa Nelson	4546	Founder, President, Chairman
Carolyn Redendo	45	Director
Keyla Grady	37	Director
Carlos Lopez	44	Director

Lisa Nelson - MsMrs. Nelson, our Founder, Chairman and Chief Executive Officer, has been with the Company since inception. ~~An experienced and successful entrepreneur, Ms~~Mrs. Nelson is ~~the~~a ~~founder~~community ~~and~~minded ~~owner~~entrepreneur ofwith anover ~~internet-based~~25 ~~retail~~years ~~business,~~of ~~Gift~~executive ~~Baskets~~management, ~~by Lisa~~ownership, ~~which~~operations ~~she~~and ~~started~~national assales aexperience ~~“bricks~~in ~~and~~a ~~mortar”~~wide ~~business~~range ~~and~~of ~~then~~industries ~~transformed~~including ~~into~~hospitality, anhealthcare, ~~online~~marketing, ~~“retailer~~and retail.” MsMrs. Nelson isgraduated ~~also~~from anthe ~~active~~Mandell ~~organizer~~Medical ~~and~~School ~~participant~~with ina ~~local~~Medical ~~charities~~Assistant ~~and~~degree ~~initiatives~~in ~~sponsored~~1987. byShe ~~her~~also ~~church~~attended toQueens ~~help~~Borough ~~children~~Community ~~and~~College ~~the~~as ~~elderly~~well ~~and~~as ~~has~~Pima ~~been~~Community ~~instrumental~~College infor ~~organizing~~her ~~fundraisers~~nursing ~~for~~degree ~~such~~LPN ~~causes~~in 1992. MsMrs. Nelson’s isdrive ahas ~~member~~always ofbeen ~~both~~focused ~~the~~on ~~Fountain~~helping ~~Hills~~people ~~Chamber of Commerce~~ and ~~the~~contributing ~~Greater~~to ~~Fountain Hills Business Alliance and chaired~~ the ~~2011 Anasazi Book Fair~~community.

MsCurrently Mrs. Nelson ~~began~~is ~~her~~an ~~career~~active member in the ~~health~~American ~~care~~Legions ~~industry~~Auxiliary. asShe ahas ~~medical~~also ~~assistant/phlebotomist,~~been ~~eventually~~associated ~~advancing~~with to the ~~position~~Fountain ofHills ~~Licensed~~Chamber ~~Practical~~Of ~~Nurse (LPN) at Southwest Mesa Dialysis~~Commerce, ~~where~~the ~~she~~Scottsdale ~~managed~~and anFountain ~~entire~~Hills ~~floor of patient beds~~PTO’s. ~~She~~Lisa ~~also~~regularly ~~worked~~manages asand anassists ~~LPN~~with atvarious ~~Scottsdale~~fundraisers, ~~Dialysis~~ and ~~then~~donates atto ~~the~~charities, ~~outpatient~~schools, ~~unit~~the atIllumin8 ~~Scottsdale~~Life ~~Healthcare.~~Foundation, ~~Ms.~~and ~~Nelson~~breast ~~earned~~cancer ~~her nursing degree from Mandell Medical School in 1986~~awareness.

In 2005 Mrs. Nelson was the owner of Basket Creations by Lisa, where she was responsible for developing national sales and growing the marketing channels for her company. In 2009 Mrs. Nelson founded ML Capital Group Inc. as a full service business consulting firm. Today, Lisa is the CEO and President of ML Capital Group Inc. and Superstar Vapor Pens and Products. The company has shifted its focus from consulting to the medical marijuana industry, utilizing Lisa’s experience to grow and expand ML Capital and Superstar Vapor Pens worldwide.

The Company relies upon Ms. Nelson’s experience as a business owner and in the medical industry, as well as her qualifications as a community minded leader. Ms. Nelson is not an independent director by virtue of her control ownership of the Company and being and officer.

~~Carolyn~~Keyla ~~Redendo~~ Grady –Ms. ~~Redendo~~Grady has been a director of the Company since ~~April,~~July ~~2013~~2014, ~~Ms.~~During ~~Redendo~~her ~~oversees~~childhood ~~the operations~~ and ~~culinary~~teenage ~~evolution~~life ofMs. ~~her~~Grady ~~restaurants~~resided in ~~Fountain~~Colombia. ~~Hills,~~While ~~Arizona.~~she ~~With~~was ~~over~~going ~~ten~~to ~~years~~high ofschool, ~~experience~~Ms. asGrady amanage ~~restaurant~~her ~~owner~~mother’s Clothing Boutique and ~~operator,~~family ~~Carolyn~~owned ~~understands~~Beauty ~~how~~Salon toafter ~~create~~the ~~compelling~~school ~~restaurant~~hours. ~~concepts~~Ms. ~~Carolyn~~Grady ~~Redendo~~attended ~~received~~3 ~~her~~years ~~Bachelor~~ of ~~Arts~~secretary inadministration ~~psychology~~program atreceiving ~~Hofstra University and also~~ a ~~Masters~~certificate in ~~Educational~~1993 ~~Leadership~~while atshe ~~Northern~~still ~~Arizona~~was ~~University.~~in ~~She~~high ~~spent~~school. ~~over~~Ms. ~~ten~~Grady ~~years~~graduated asHigh aSchool ~~reading~~from ~~specialist,~~Instituto ~~teacher,~~Tecnico ~~and~~Empresarial anin ~~assistant administrator for Murphy School District~~1995.

After graduation Ms. Grady applied her knowledge to a new start up business in International Connections. In 1995 Ms. Grady Launched the Grand Opening of Latin Internet Connections where she has held title as office Manager, as well in charge of the marketing and recruiting. Ms. Grady attended 2 years of business administration in the university ICESI in Cali- Colombia. After the birth to her baby girl Valentina in 1998 she decided to search for new horizon and opportunities. She then migrated with her child to the US in May of 1999 to Phoenix Arizona.

From 2000 to 2004 Ms. Grady joined the Team of PEM (Professional Event Marketing) in Scottsdale Arizona where she functioned as a brand ambassador. Ms. Grady then joined the Arts and Crafts retail industry with Michaels Arts & Crafts for 7 years where she held titles as Custom Framing Manager with certification in Custom Framing Design, Store Operations Manager, and Store Manager.

Ms. Grady then wanted to experience a different venue in the retail industry and went to Sterling Jewelers, receiving a Diamontologist Certification from DCA. Ms. Grady joined ML Capital Group as a director in November 2014.

Carlos Lopez - Mr. Lopez has been a director of the Company since March 2012. Mr. grew up in Los Gatos, California and graduated High School in 1986. After graduation Mr. Lopez headed to San Diego, California to attend college where his studies focused on business administration and marketing.

In 1996, Mr. Lopez accepted a contract position and moved to Seattle, Washington to help launch a new medical directory. After his contract expired, Mr. Lopez changed directions and pursued a career as a Loan Officer. In his 16 years in the Real Estate finance field Mr. Lopez’s' career flourished; he has held Underwriter positions, Operations Manager positions and Sales manager positions. He was responsible for the daily functions of a high producing branch and the support of 20 Loan officers. His last position held was a Washington State Sales manager for a Mortgage Broker based out of Colorado. He played a key role in the emergence of a new mortgage broker in an already thriving and competitive market.

Mr. Lopez now lives in Scottsdale, Arizona where he and his wife own LGD Info Tech, LLC a SharePoint and InfoPath consulting firm. Mr. Lopez also is a licensed life insurance agent and is in the process of obtaining his real estate license. In his spare time Carlos volunteers as a Rugby and Soccer coach. He also enjoys camping with his wife and three young children.

11Mr. Lopez’s background is both diversified and consists of managing teams of people – qualifications that the Company believes to be helpful towards its business plans and serving its clients. Mr. Lopez is not an independent director

Mr. Lopezs background is both diversified and consists of managing teams of people qualifications that the Company believes to be helpful towards its business plans and serving its clients. Mr. Lopez is not an independent director.

Conflict of Interest

The Officer and Director of the Company will devote most of her time to the Company however; there will be occasions when the time requirements of the Company’s business conflict with the demands of their other business and investment activities. Such conflicts may require that the Company attempt to employ additional personnel. There is no assurance that the services of such persons will be available or that they can be obtained upon terms favorable to the Company.

There is no procedure in place which would allow the Officers and Directors to resolve potential conflicts in an arms-length fashion. Accordingly, they will be required to use their discretion to resolve them in a manner which they consider appropriate.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires the Company’s directors and officers, and persons who beneficially own more than 10% of a registered class of the Company’s equity securities, to file reports of beneficial ownership and changes in beneficial ownership of the Company’s securities with the SEC on Forms 3, 4 and 5. Officers, directors and greater than 10% stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.

Based solely on the Company’s review of the copies of the forms received by it during the fiscal year ended December 31, ~~2013~~2014 and written representations that no other reports were required, the Company believes that not all persons who, at any time during such fiscal year, was a director, officer or beneficial owner of more than 10% of the Company’s common stock have complied with all Section 16(a) filing requirements during such fiscal years.

Code of Ethics

We have not adopted a Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, and principal accounting officer or controller, or persons performing similar functions in that our sole officer and director serve in these capacities.

Nominating Committee

We have not adopted any procedures by which security holders may recommend nominees to our Board of Directors.

Audit Committee

There is no audit committee.

Item 11: Executive Compensation.

The Company’s former CEO and a former member of the board of directors, had a three year employment agreement with the Company and the Company issued 2,000,000 shares of restricted common stock, The Company valued these common shares at the fair value of $0.30 per common share or $600,000 vest as follows: 16 2/3% six months from the effective date; 16 2/3% one year from the effective date; and the remaining 66 2/3% vesting in equal monthly installments over the two years thereafter. During February 2013, Mr. Songer resigned from the Company as its CEO and a member of the board of directors, and returned all 2,000,000 shares which have been canceled by the Company.

The Company’s present Chief Executive Officer did not received any compensation for the years ended December 31, 2012 and 2013.

Summary Executive Compensation Table

The following table shows, for the periods ending December 31, 2014 and December 31, 2013,, compensation awarded to or paid to, or earned by, our President and our Chief Executive Officer (the “Named Executive Officers”).

Name	Years	Fees Earned Paid in Cash($)			Stock Awards($)			Option Awards($)			Non-Equity Incentive Plan Compensation($)			Nonqualified Deferred Compensation Earnings($)			All Other Compensation($)			Total($)
			Fees									Non-Equity			Nonqualified
Lisa Nelson	2013		--			--			--			--			--			--			--
			Earned									Incentive			Deferred
	2012		--			--			--			--			--			--			--
			Paid in			Stock			Option			Plan			Compensation			All Other
	2011		--			--			--			--			--			--			--
Name	Years		Cash($)			Awards($)			Awards($)			Compensation($)			Earnings($)			Compensation($)			Total($)
Lisa Nelson	2014		$	150,000			--			--			--			--			--		$	150,000
	2013			--			--			--			--			--			--			--

Director Compensation

We do not currently pay any cash fees to our director, nor do we pay director’s expenses in attending board meetings. During the year ended December 31, ~~2013~~2014, ~~Carolyn~~Carlos ~~Redendo~~Lopez received ~~250~~2,400,000 ~~share~~shares of common stock valued at $7531,~~000~~760.

During the year ended December 31, 2014, Keyla Grady received 3,000,000 shares of common stock valued at $4,800.

Employment Agreements

The Company is not a party to any employment agreements.

Item 12: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

As of ~~March~~April 271, ~~2014~~2015 we had 791,~~239~~143,~~905~~636,129 shares of common stock outstanding held by 5794 stockholders. The chart below sets forth the ownership, or claimed ownership, of certain individuals and entities. This chart discloses those persons known by the board of directors to have, or claim to have, beneficial ownership of more than 5% of the outstanding shares of our common stock as of ~~March~~April 271, ~~2014~~2015; of all directors and executive officers of ML Capital Group; and of our directors and officers as a group.

		Amount of
Title Of	Name, Title and Address of Beneficial	Beneficial		Percent of
Class	Owner of Shares (a)	Ownership (b)		Ownership

Common	Lisa Nelson (c)		36,361,446		3.50	%
	Keyla Grady (d)		3,000,000		0.26	%
	Carlos Lopez (e)		2,400,000		0.21	%
	All Directors and Officers as a group (3 persons)		41,361,446		3.97	%

		Amount of
	Name, Title and Address of Beneficial	Beneficial		Percent of
Title Of Class	Owner of Shares (a)	Ownership (b)		Ownership
Common	Lisa Nelson (c)		40,000,000		50.5	%
	Carlos Lopez (d)		250,000		0.3	%
	Carolyn Redendo (e)		250,000		0.3	%
	All Directors and Officers as a group (3 persons)		40,500,000		51.1	%

________________

(a) The address for purposes of this table is the Company’s address which is 16810 Avenue of the Fountains, Fountain Hills, AZ 85268.

(b) Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of the common stock beneficially owned by them. A person is deemed to be the beneficial owner of securities which may be acquired by such person within 60 days from the date indicated above upon the exercise of options, warrants or convertible securities. Each beneficial owner’s percentage ownership is determined by assuming that options, warrants or convertible securities that are held by such person (but not those held by any other person) and which are exercisable within 60 days of the date indicated above, have been exercised.

(c) Ms. Nelson received 40,000,000 shares for organizational services, services rendered and for continuing with the Company on October 20, 2009.

(d) MrMs. ~~Carlos~~Keyla ~~Lopez~~Grady received ~~250~~3,000,000 shares for services as a director to the Company on ~~March~~November 917, ~~2012~~2014.

(e) MsMr. ~~Carolyn~~Carlos ~~Redendo~~Lopez received ~~250~~400,000 shares on April 17, 2014 and 2,000,000 shares on November 17, 2014 for services as a director to the Company ~~on April 2013~~.

Securities Authorized for Issuance under Equity Compensation Plans.

Stock Incentive Plan.

On September 19, 2013, the Company adopted the 2013 Equity Incentive Plan. This plan is intended to allow directors, officers, employees, and certain non-employees of the Company to receive options to purchase company common stock. The purpose of this plan is to provide these persons with equity-based compensation incentives to make significant and extraordinary contributions to the long-term performance and growth of the company, and to attract and retain employees. A total of 10,000,000 shares of common stock have been registered under this plan under a Form S-8 filed with the SEC on September 19, 2013. ~~Stocks~~Stock options granted under this plan are to be exercisable isas established by the board of directors, in its sole discretion, on the date of the grant. Through December 31, ~~2013~~2014, the Company has granted 1,000,000 shares under this plan.

Equity Compensation Plan Information
Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted-average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation Plans approved by security holders		101,000,000	$	0.25		9,000,000
Equity compensation plans not approved by security holders		--		--		--
Total		101,000,000	$	--0.25		9,000,000

The Company utilizes the shares available under the Plan described above to issue shares of stock as compensation to employees, consultants and officers and directors. At the end of each quarter, the Board of Directors of the Company determines the amount of shares to be issued pursuant to the Plan.

Item 13: Certain Relationships and Related Transactions

The Company’s President, Lisa Nelson, provided advances to the Company from time to time for working capital purposes. As of December 31, ~~2013~~2014, ~~the~~no ~~Company~~amounts ~~owes~~were owed to MsMrs. Nelson ~~notes payable of $6,556~~. The advances are due on demand and non-interest bearing.

For the year ended December 31, ~~2013~~2014, the Company recorded revenues of $2,250 from TEN Associates LLC (TEN), a company ~~wholly~~half-owned by Ms. Nelson’s husband. TEN paid the Company $2,250 based upon consulting services rendered on behalf of one of TEN’s clients. There are no agreements or arrangements between TEN and the Company with respect to any business.

Item 14: Principal Accounting Fees and Services

The following table presents for each of the last two fiscal years the aggregate fees billed in connection with the audits of our financial statements and other professional services rendered by our independent registered public accounting firm D. Brooks &and Associates CPA’s, P.A.

	2013			2012
		2014		2013
Audit fees		$	812,500	$	48,~~000~~500
Audit related fees			--		--
Tax fees			--		--
All other fees			--		--

Audit fees consist of fees billed for professional services rendered for the audit of our financial statements and review of the interim financial statements included in quarterly reports and services that are normally provided by the above auditors in connection with statutory and regulatory fillings or engagements

In the absence of a formal audit committee, the full Board of Directors pre-approves all audit and non-audit services to be performed by the independent registered public accounting firm in accordance with the rules and regulations promulgated under the Securities Exchange Act of 1934, as amended. The Board of Directors pre-approved 100% of the audit, audit-related and tax services performed by the independent registered public accounting firm for the fiscal year ended December 31, ~~2013~~2014.

PART IV

Item 15: . Exhibits, Financial Statement Schedules.

(a) Exhibits:

Incorporated by reference

Exhibit

Exhibit Description

Filed herewith

Form

Period ending

Exhibit

Filing date

31.1

Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.1

Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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.

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

(b) The following documents are filed as part of the report:

1. Financial Statements: Balance Sheets, Statements of Operations, Statement of Stockholder’s Equity, Statements of Cash Flows, and Notes to Financial Statements.

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ML CAPITAL GROUP, INC.

By:	/s/ Lisa Nelson
	Lisa Nelson, President, Chairman

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Name	Title	Date
/s/ Lisa Nelson	President, Chairman, Principal	~~March~~April 311, ~~2014~~2015
	Executive Officer, Principal
	Financial Officer, Treasurer
/s/ Carolyn Redendo	Director	March 31, 2014
/s/ Keyla Grady	Director	April 1, 2015
/s/ Carlos Lopez	Director	~~March~~April 311, ~~2014~~2015

CONTENTS

Report of Independent Registered Public Accounting Firms			F-1
Report of Independent Registered Public Accounting Firm			F-1
Balance Sheets – As of December 31, 2013 and 2012			F-2
Balance Sheets – As of December 31, 2014 and 2013			F-2
Statements of Operations - For the Years Ended December 31, 2013 and 2012 and for the period from September 22, 2009 (Inception) to December 31, 2013			F-3
Statements of Operations - For the Years Ended December 31, 2014 and 2013			F-3
Statements of Changes in Stockholders’ Deficit - For the years Ended December 31, 2013 and 2012 and for the period from September 22, 2009 (Inception) to December 31, 2013			F-4
Statements of Changes in Stockholders’ Deficit - For the Years Ended December 31, 2014 and 2013			F-4
Statements of Cash Flows – For the Years Ended December 31, 2013 and 2012 and for the period from September 22, 2009 (Inception) to December 31, 2013			F-5
Statements of Cash Flows – For the Years Ended December 31, 2014 and 2013			F-5
Notes to Financial Statements			F-6

D.REPORT ~~Brooks~~OF ~~and~~INDEPENDENT ~~Associates~~REGISTERED ~~CPA’s,~~PUBLIC ~~P.A.~~ACCOUNTING ~~Certified Public Accountants ● Valuation Analyst ● Advisors~~FIRM

~~REPORT~~To OFthe ~~INDEPENDENT~~Board ~~REGISTERED~~of ~~PUBLIC~~Directors ~~ACCOUNTING FIRM~~and

ToStockholders ~~the~~of ~~Board~~ML ofCapital ~~Directors~~Group, ~~and~~Inc.

~~Stockholders~~We have audited the accompanying balance sheets of ML Capital Group, Inc. as of December 31, 2014 and 2013, and the related statements of operations, stockholders’ deficit, and cash flows for the years then ended. ML Capital Group’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We ~~have~~conducted ~~audited~~our ~~the~~audits ~~accompanying~~in ~~balance~~accordance ~~sheets~~with the standards of MLthe ~~Capital~~Public ~~Group,~~Company ~~Inc.~~Accounting (AOversight ~~Development~~Board ~~Stage~~(United ~~Company~~States). asThose ofstandards ~~December~~require ~~31,~~that ~~2013~~we plan and ~~2012,~~perform ~~and~~the audits to obtain reasonable assurance about whether the ~~related~~financial statements are free of ~~operations~~material misstatement. The company is not required to have, ~~stockholders’~~nor ~~deficit~~were we engaged to perform, ~~and~~an ~~cash~~audit ~~flows~~of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for ~~the~~designing ~~years~~audit ~~then~~procedures ~~ended~~that ~~and~~are appropriate in the circumstances, but not for the ~~period~~purpose ~~from~~of ~~September~~expressing ~~22,~~an ~~2009~~opinion ~~(inception)~~on ~~through~~the ~~December~~effectiveness 31of the company’s internal control over financial reporting. Accordingly, ~~2013~~we express no such opinion. MLAn ~~Capital~~audit ~~Group’s~~also ~~management~~includes isexamining, ~~responsible~~on ~~for~~a ~~these~~test basis, evidence supporting the amounts and disclosures in the financial statements., ~~Our~~assessing ~~responsibility~~the isaccounting toprinciples ~~express~~used anand ~~opinion~~significant onestimates ~~these~~made by management, as well as evaluating the overall financial ~~statements~~statement ~~based~~presentation. onWe believe that our audits provide a reasonable basis for our opinion.

We ~~conducted~~were our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not ~~required to have, nor were we~~ engaged to ~~perform,~~examine anmanagement’s ~~audit~~assertion ofabout ~~its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in~~ the ~~circumstances, but not for the purpose of expressing an opinion on the~~ effectiveness of ~~the~~ML ~~company~~Capital Group’s internal control over financial reporting. ~~Accordingly,~~as weof ~~express~~December ~~no such opinion. An audit also includes examining~~31, on2014 ~~a test basis, evidence supporting the amounts~~ and ~~disclosures in the financial statements~~, ~~assessing the accounting principles used and significant estimates made by management~~accordingly, aswe ~~well~~do asnot ~~evaluating~~express ~~the~~an ~~overall~~opinion ~~financial statement presentation~~thereon. ~~We believe that our audits provide a reasonable basis for our opinion.~~

WeIn ~~were~~our ~~not~~opinion, ~~engaged~~the financial statements referred to ~~examine~~above ~~management’s~~present ~~assertion~~fairly, ~~about~~in all material respects, the ~~effectiveness~~financial position of ML Capital Group’s, ~~internal~~Inc. ~~control over financial reporting~~ as of December 31, ~~2013~~2014 and, ~~accordingly~~2014, weand dothe ~~not~~results ~~express~~of anits ~~opinion~~operations ~~thereon~~and cash flows for each of the years then ended in conformity with accounting principles generally accepted in the United States of America.

InThe ~~our~~accompanying ~~opinion,~~financial statements have been prepared assuming that the ~~financial~~Company ~~statements~~will ~~referred~~continue toas ~~above~~a ~~present~~going ~~fairly,~~concern. As discussed in ~~all~~Note ~~material~~2 ~~respects,~~to the financial ~~position~~statements, ofthe MLCompany ~~Capital~~has ~~Group,~~a ~~Inc.~~stockholder’s deficit and an accumulated deficiency as of December 31, ~~2013~~2014. These and ~~2012,~~other ~~and~~factors raise substantial doubt about the ~~results~~Company’s ofability ~~its~~to ~~operations~~continue ~~and~~as ~~cash~~a ~~flows~~going ~~for~~concern. ~~each~~Management’s ofplan ~~the~~regarding ~~years~~these ~~then~~matters ~~ended~~is ~~and~~also ~~for~~described ~~the~~in ~~period~~Note ~~from~~2 ~~September~~to ~~22,~~the ~~2009~~financial ~~(inception)~~statements. ~~through~~The ~~December~~financial ~~31,~~statements ~~2013,~~do innot ~~conformity~~include ~~with~~any ~~accounting~~adjustments ~~principles~~that ~~generally~~might ~~accepted~~result infrom the ~~United~~outcome ~~States~~ of ~~America~~this uncertainty.

~~The accompanying financial statements have been prepared assuming that the Company will continue as a going concern~~D. AsBrooks ~~discussed~~and inAssociates ~~Note 2 to the financial statements, the Company has a stockholder~~CPA’s ~~deficit and an accumulated deficiency as of December 31~~, ~~2013~~P. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note 2 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.A

~~D. Brooks and Associates CPA’s, P.A~~ West Palm Beach, FL ~~March 31, 2014~~

D.April ~~Brooks and Associates CPA’s~~1, ~~P.A. 8918 Marlamoor Lane, West Palm Beach, FL 33412 – (954) 592-2507~~2015

FD. Brooks and Associates CPA’s, P.A. 316 Clematis Street, West Palm Beach, FL 33401 – (561) 429-16225

~~ML CAPITAL GROUP, INC.~~F-1

(AML ~~DEVELOPMENT~~Capital ~~STAGE~~Group, ~~COMPANY)~~Inc. CONSOLIDATED BALANCE SHEETS

BALANCE SHEETS

				December 31,			December 31,
				2014			2013

ASSETS

Current assets:
	Cash and cash equivalents			$	13,032		$	-
	Inventory				12,514			-
	Prepaid				12,324			-
	Deferred debt issuance cost				4,308			1,444

			Total current assets		42,178			1,444

	Property and Equipment				4,387			-

			Total Assets	$	46,565		$	1,444

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
	Bank overdraft			$	-		$	93
	Accounts payable and accrued expenses				14,859			6,474
	Convertible notes payable, net of discount $165,361 and $19,452, respectively				264,125			12,548
	Derivative liabilities				689,936			56,351
	Due to related party				-			6,556
	Deferred revenue				-			2,250

			Total current liabilities		968,920			84,272

			Total Liabilities		968,920			84,272

Stockholders' Defecit
	Common stock, $.0001 par value; 7,000,000,000 shares authorized;
		326,252,527 (2014) and 72,452,382 (2013) shares issued and
		outstanding, respectivly			32,625			7,246
	Prefered Stock, $.0001 par value; 10,000,000 shares authorized;
		0 (2014) and 0 (2013) shares issued and
		outstanding, respectivly			-			-
	Additional paid-in capital				3,621,075			2,972,691
	Deferred stock compensation				(25,775	)		(673,598	)
	Accumulated deficit				(4,550,280	)		(2,389,172	)

			Total stockholders' deficit		(922,355	)		(82,833	)

			Total liabilities and stockholders' deficit	$	46,565		$	1,444

	December 31,			December 31,
	2013			2012
ASSETS
CURRENT ASSETS:
Cash	$	--		$	44
Deferred debt issuance expense		1,444			--
Total Current Assets		1,444			44
Total Assets	$	1,444		$	44
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Bank overdraft	$	93		$	--
Accounts payable and accrued expense		6,474			9,399
Convertible note payable- net of discount of $19,452		12,548			5,000
Due to related party		6,556			9,842
Derivative liability		56,351			--
Deferred revenue		2,250			--
Total Current Liabilities		84,272			24,241
Commitment and Contingencies		--			--
STOCKHOLDERS' DEFICIT:
Common stock ($0.0001 par value; 100,000,000 shares authorized; 72,452,382 and 61,069,404 shares issued and outstanding at December 31, 2013 and 2012, respectively)		7,246			6,107
Additional paid-in capital		2,972,691			1,675,968
Deferred stock compensation		(673,593	)		(147,500	)
Deficit accumulated during development stage		(2,389,172	)		(1,558,772	)
Total Stockholders' Deficit		(82,828	)		(24,197	)
Total Liabilities and Stockholders' Deficit	$	1,444		$	44

The accompanying notes are an integral part of these financial statements.

~~The accompanying notes are an integral part of these financial statements.~~F-2

~~F-2~~ML Capital Group, Inc. CONSOLIDATED STATEMENTS OF OPERATIONS

ML CAPITAL GROUP, INC.

				For the Years Ended
				December 31,
				2014			2013

Revenues
	Consulting revenue - related party			$	2,250		$	2,250
	Product sales				24,620			-
	Costs of goods sold				(7,134	)		-
	Gross Profit				19,736			2,250

Expenses:
	Compensation				185,792			222,500
	Professional fees				944,692			501,076
	General and administrative expenses				283,782			47,025

			Total operating expenses		1,414,266			770,601

			Operating loss		(1,394,530	)		(770,601	)

Other income (expense):
	Other income				-			-
	Amortization of debt discounts				(281,540	)		-
	Derivative liability expense				(448,342	)		(52,085	)
	Interest expense				(37,220	)		(9,960	)
	Gain on accounts payable forgiveness				524			-
			Total other expense		(766,578	)		(62,045	)

Net loss				$	(2,161,108	)	$	(832,646	)

Net loss per share				$	(0.02	)	$	(0.01	)

Weighted average number of common shares outstanding
		Basic and diluted			109,241,311			63,554,590

(AThe ~~DEVELOPMENT~~accompanying ~~STAGE~~notes ~~COMPANY)~~are an integral part of these financial statements.

~~STATEMENTS OF OPERATIONS~~F-3

							For the Period from
							September 22, 2009
	For the Years Ended						(Inception) to
	December 31,						December 31,
	2013			2012			2013
Revenue- related party (2013)	$	2,250		$	800		$	3,050
OPERATING EXPENSES:
Compensation		222,500			1,050,000			1,277,350
Professional fees		501,076			470,070			984,964
Other general and administrative		47,025			12,999			62,634
Total operating expenses		770,601			1,533,069			2,324,948
LOSS FROM OPERATIONS		(768,351	)		(1,532,269	)		(2,321,898	)
OTHER EXPENSE
Derivative liability		(52,085	)		-			(52,058	)
Interest expense		(9,960	)		(5,225	)		(15,189	)
Total other expense		(62,045	)		(5,225	)		(67,274	)
NET LOSS	$	(830,396	)	$	(1,537,494	)	$	(2,389,172	)
NET LOSS PER COMMON SHARE:
Basic and diluted	$	(0.01	)	$	(0.03	)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic and diluted		63,554,590			59,848,031

ML Capital Group Inc.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY

The accompanying notes are an integral part of these financial statements.

						Additional									Total
		Common stock				paid-in			Deferred stock			Accumulated			stockholders'
		Shares		Amount		capital			Compensation			deficit			deficiency
Balances, December 31, 2012			61,069,404		6,107		1,675,968			(147,500	)		(1,558,772	)		(24,197	)

Common stock issued for services			4,125,000		413		1,228,038			(1,134,450	)		-			(94,001	)

Sale of common stock			9,000,000		900		44,100			-			-			45,000

Common stock issued upon conversion of convertible debt			257,978		26		(26	)		-			-			1,651

Cancellation of common stock			2,000,000		200		(200	)		-			-			-

Reclassification of derivative liability upon
	conversion of convertible debt		-		-		22,734			-			-			22,734

Amortization of deferred stock compensation			-		-		-			608,358			-			608,358

	Net loss		-		-		-			-			(830,396	)		(830,396	)

Balances, December 31, 2013			72,452,382		7,246		2,972,691			(673,593	)		(2,389,172	)		(82,828	)

Common stock issued for services			95,365,000		9,537		271,081			(25,775	)		-			254,843

Sale of common stock			4,000,000		400		19,600			-			-			20,000

Common stock issued upon conversion of convertible debt			154,435,145		15,444		132,084			-			-			147,528

Reclassification of derivative liability upon
	conversion of convertible debt		-		-		225,619			-			-			225,619

Amortization of deferred stock compensation			-		-		-			673,593			-			673,593

Discount on convertible debt			-		-		-			-			-			-

Net loss			-		-		-			-			(2,161,108	)		(2,161,108	)

Balances, December 31, 2014			326,252,527	$	32,625	$	3,621,075		$	(25,775	)	$	(4,550,280	)	$	(922,355	)

~~F-3~~The accompanying notes are an integral part of these financial statements.

~~ML CAPITAL GROUP, INC.~~F-4

(AML ~~DEVELOPMENT~~Capital ~~STAGE~~Group ~~COMPANY)~~Inc. CONSOLIDATED STATEMENTS OF CASH FLOWS

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

			For the Years Ended
			December 31,
			2014			2013
Cash flows from operating activities:
	Net loss		$	(2,161,108	)	$	(830,396	)
	Adjustments to reconcile net loss to net cash used in operating activities:
		Stock based compensation		928,435			702,358
		Amortization of discount on convertible notes		281,540			52,085
		Amortization of deferred financing fees		4,275			-
		Loss from derivative liability		448,342			7,548
	Changes in operating assets and liabilities:
		Inventory		(12,514	)		-
		Accounts payable and accrued expense		11,812			(2,929	)
		Prepaid expenses		(12,324	)		556
		Deferred revenue		(2,250	)		2,250
Net cash used in operating activities				(513,792	)		(68,528	)

Cash flows from investing activities:
	Purchase of furniture and fixtures			(4,387	)		-
Net cash provided by investing activities				(4,387	)		-

Cash flows from financing activities:
	Bank overdraft			(93	)		93
	Common stock sold for cash			20,000			45,000
	Proceeds from convertible note			525,000			28,677
	Repayment of debt issuance costs			(7,139	)		(2,000	)
	Payment of advances from related parties			(6,556	)		(3,286	)
Net cash provided by financing activities				531,212			68,484

Net increase in cash and cash equivalents				13,032			(44	)
Cash and cash equivalents, beginning				-			44

Cash and cash equivalents, ending			$	13,032		$	-

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		$	225,619		$	22,734

	Convertible debt and accrued interest converted to common stock		$	147,528		$	1,667

												Deficit
												Accumulated
	Common Stock						Additional					During			Total
	Number of						Paid-in		Deferred Stock			Development			Stockholders'
	Shares			Amount			Capital		Compensation			Stage			Equity (Deficit)
Balance, September 22, 2009 (Inception)		-		$	-		$	-	$	--		$	-		$	-
Shares issued to founders		48,500,000			4,850			-		--			-			4,850
Shares issued for services to consultants		14,000,000			1,400			-		--			-			1,400
Net loss for the period		-			-			-		--			(5,550	)		(5,550	)
Balance, December 31, 2009		62,500,000			6,250			-		----			(5,550	)		700
Sale of common stock at $0.30		40,990			4			12,296					-			12,300
Net loss for the year		-			-			-		--			(1,418	)		(1,418	)
Balance, December 31, 2010		62,540,990			6,254			12,296		--			(6,968	)		11,582
Sale of common stock at $0.30		2,081			-			624		--			-			624
Cancellation of shares		(4,000,000	)		(400	)		400		--			-			-
Net loss for the year		-			-			-		--			(14,310	)		(14,310	)
Balance, December 31, 2011		58,543,071			5,854			13,320		--			(21,278	)		(2,104	)
Shares issued for services		5,500,000			550			1,649,450		(147,500	)		--			1,502,500
Sale of common stock		26,333			3			7,898		--			--			7,901
Cancellation of common stock		(3,000,000	)		(300	)		300		--			--			--
Discount on convertible debt		--			--			5,000		--			--			5,000
Net loss for the year		--			--			--		--			(1,537,494	)		(1,537,494	)
Balance, December 31, 2012		61,069,404			6,107			1,675,968		(147,500	)		(1,558,772	)		(24,197	)
Common stock issued for services		4,125,000			413			1,228,038		(1,134,450	)		--			(94,001	)
Sale of common stock		9,000,000			900			44,100		--			---			45,000
Common stock issued upon conversion of convertible debt		257,978			26			1,651		--			--			1,667
Cancellation of common stock		(2,000,000	)		(200	)		200		--			--			--
Reclassification of derivative liability upon conversion of convertible debt		--			---			22,734		--			--			22,734
Amortization of deferred stock compensation		--			--			--		608,358			--			608,358
Net loss		--			--			--		---			(830,396	)		(830,396	)
Balance, December 31, 2013		72,452,382		$	7,246		$	2,972,691	$	(673,593	)	$	(2,389,172	)	$	(82,828	)

The accompanying notes are an integral part of these financial statements.

~~The accompanying notes are an integral part of these financial statements~~F-5

~~F-4~~ML CAPITAL GROUP, INC.

MLNOTES ~~CAPITAL~~TO ~~GROUP,~~CONSOLIDATED ~~INC.~~FINANCIAL STATEMENTS

(ADECEMBER ~~DEVELOPMENT~~31, ~~STAGE COMPANY)~~2014

~~STATEMENTS~~NOTE 1 – ORGANIZATION AND SUMMARY OF ~~CASH~~SIGNIFICANT ~~FLOWS~~ACCOUNTING POLICIES

							For the Period from
							September 22, 2009
							(Inception) to
	For the Years Ended December 31,						December 31,
	2013			2012			2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(830,396	)	$	(1,537,494	)	$	(2,389,172	)
Adjustments to reconcile net loss from operations to net cash used in operating activities:
Stock-based compensation		702,358			1,502,500			2,211,108
Change in fair value of derivative discount		52,085			--			52,085
Derivative expense		7,548			5,000			12,548
Changes in operating assets and liabilities
Accounts payable and accrued expenses		(2,929	)		9,399			6,474
Amortization of debt issuance costs		556			--			556
Deferred revenue		2,250			--			2,250
NET CASH USED IN OPERATING ACTIVITIES		(68,528	)		(20,595	)		(104,151	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Bank overdraft		93			--			93
Proceeds from issuance of convertible debt		28,677			5,000			33.676
Payment of debt issuance costs		(2,000	)		--			(2,000	)
Advance from related party		--			7,736			9,842
Repayment of advances from related party		(3,286	)		--			(3,286	)
Proceeds from sale of common stock		45,000			7,901			65,825
NET CASH PROVIDED BY FINANCING ACTIVITIES		68,484			20,637			104,151
NET INCREASE (DECREASE) IN CASH		(44	)		42			--
CASH - beginning of period		44			2			--
CASH - end of period	$	-		$	44		$	--
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for:
Interest	$	--		$	--		$	--
Income taxes	$	--		$	--		$	--
NON-CASH INVESTING AND FINANCING ACTIVITIES
Cancellation of common stock	$	200		$	400		$	900
Convertible debt converted to common stock	$	1,667		$	--		$	1,667

Organization

Repayment of advances from related party		(3,286)				--			(3,286)
Proceeds from sale of common stock		45,000				7,901			65,825

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

The ~~accompanying~~Company’s ~~notes~~business ~~are~~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 ~~integral~~expansion ~~part~~into ofdeveloping ~~these~~products ~~financial~~and ~~statements~~services that are focused on the electronic cigarettes (e-cigs) industry.

~~F-5~~On April 14, 2014 the Company amended their Articles of Incorporation increasing the authorized number of shares to common stock to 500,000,000.

MLOn ~~CAPITAL~~May ~~GROUP~~27, ~~INC~~2014 the Company formed a wholly owned subsidiary Superstar Products, LLC to facilitate the purchase and sale of 3 in 1 vaporized pens.

(AOn ~~DEVELOPMENT~~September ~~STAGE~~30, ~~COMPANY)~~2014 the Company amended their Articles of Incorporation increasing the authorized number of shares of common stock to 3,000,000,000.

~~NOTES~~On TODecember ~~FINANCIAL~~9, ~~STATEMENTS~~2014 the Company amended their Articles of Incorporation to increase the authorized shares of the Company's Common Stock to 7,000,000,000 and to authorize 10,000,000 shares of the Company's preferred stock at a par value of $0.0001.

~~DECEMBER~~Basis ~~31,~~of ~~2013~~presentation and consolidation

~~NOTE~~The 1consolidated –financial ~~ORGANIZATION~~statements ~~AND~~include ~~SUMMARY~~the OFaccounts ~~SIGNIFICANT~~of ~~ACCOUNTING~~the ~~POLICIES~~company and its wholly owned subsidiary. All intercompany balances and transactions are eliminated in consolidation.

~~Organization~~Revenue recognition

MLPursuant ~~Capital~~to ~~Group,~~the ~~Inc.~~guidance (of ASC Topic 605 and ASC Topic 360, the “Company”) ~~was~~recognizes ~~incorporated~~revenue inwhen ~~the~~persuasive ~~State~~evidence of ~~Nevada~~an onarrangement ~~September~~exists, 22delivery has occurred or services have been rendered, ~~2009~~the purchase price is fixed or determinable and collectability is reasonably assured. The Company’s ~~principal~~derived ~~business~~its isrevenue ~~focused~~from onconsulting ~~providing~~service ~~financial~~and ~~consulting~~the revenue is recognized as services are provided. The Company isrecognizes revenue from product sales during the period in which the ~~development~~product ~~stage~~is delivered, ~~and~~which ~~has~~is ~~not~~generally ~~realized~~at ~~significant~~the ~~revenues~~point ~~from~~of ~~its operations~~sale.

~~Basis of presentation~~Inventories

~~The~~Inventories ~~Company~~are isstated ~~presented~~at ~~as a development stage company. Activities during~~ the ~~development~~lower ~~stage~~of ~~include~~cost ~~development~~ of ~~the~~market ~~Company’s~~using ~~business~~the ~~plan~~first-in; ~~and~~first-out ~~the~~(FIFO) ~~raising~~cost method of ~~capital~~accounting.

~~Revenue~~Use ~~recognition~~of estimates

~~Pursuant~~The topreparation of the ~~guidance~~financial ofstatements ~~ASC~~in ~~Topic~~conformity ~~605~~with ~~and~~accounting ~~ASC~~principles ~~Topic~~generally ~~360,~~accepted in the ~~Company~~U.S. ~~recognizes~~requires ~~revenue~~management ~~when~~to ~~persuasive~~make ~~evidence~~estimates ofand anassumptions ~~arrangement~~that ~~exists,~~affect ~~delivery~~the ~~has~~reported ~~occurred~~amounts orof ~~services~~assets, ~~have~~liabilities, ~~been~~revenues, ~~rendered~~expenses, and the ~~purchase~~related ~~price~~disclosures isat ~~fixed~~the ordate ~~determinable~~of the financial statements and ~~collectability~~during isthe ~~reasonably~~reporting ~~assured~~period. ~~The~~Actual ~~Company~~results ~~derived~~could ~~its~~materially ~~revenue~~differ from ~~consulting~~these ~~service~~estimates. ~~and~~Significant estimates include the ~~revenue~~valuation isof ~~recognized~~stock-based ascompensation ~~services~~and ~~are~~derivative ~~provided.~~liabilities

~~Concentration~~Cash ofand ~~revenue~~cash equivalents

For purposes of the ~~year~~statement ~~ended~~of ~~December~~cash 31flows, ~~2013, all of~~ the Company’s ~~revenue~~considers ~~was~~all ~~derived~~highly ~~from~~liquid ~~one~~instruments ~~affiliated~~purchased ~~company~~with ~~(see~~a ~~Note~~maturity ~~3) and all~~ of ~~the~~three ~~Company’s~~months ~~revenue~~or ~~for~~less ~~the~~and ~~year~~money ~~ended~~market ~~December~~accounts ~~31,~~to ~~2012~~be ~~was~~cash ~~from one customer~~equivalents.

~~Use of estimates~~F-6

~~The~~Property ~~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 include the valuation of stock-based compensation and derivative liabilities.equipment

~~Cash~~Property and ~~cash~~equipment ~~equivalents~~are stated at historical cost less depreciation. Cost of acquisition is inclusive of taxes, duties, freight, installation and allocated incidental expenditure during construction/ acquisition.

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

~~F-6~~The Company adopted ASC Topic 820, Fair Value Measurements. ASC Topic 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

~~Fair~~· ~~value~~Level ~~measurements~~1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. · Level 2-Inputs are unadjusted quoted prices for similar assets and ~~fair~~liabilities ~~value~~in ofactive ~~financial~~markets, ~~instruments~~quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. · Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

The ~~Company~~carrying ~~adopted~~amounts ~~ASC~~reported ~~Topic~~in ~~820~~the balance sheets for accounts payable, ~~Fair~~accrued ~~Value~~expenses ~~Measurements.~~and ~~ASC~~amounts ~~Topic~~due ~~820~~to ~~clarifies~~related ~~the~~party ~~definition~~approximate oftheir fair market value, ~~prescribes~~based ~~methods~~on ~~for~~the ~~measuring~~short-term ~~fair~~maturity ~~value,~~of ~~and~~these ~~establishes~~instruments. The aCompany’s ~~fair~~derivative ~~value~~liabilities ~~hierarchy~~are adjusted to ~~classify~~fair ~~the~~value ~~inputs~~on ~~used~~a inrecurring ~~measuring~~basis ~~fair~~using ~~value~~Level as2 ~~follows:~~inputs (See Note 5).

·The ~~Level~~following ~~1-Inputs~~table ~~are~~sets ~~unadjusted~~forth ~~quoted~~by ~~prices~~level inwithin ~~active~~the ~~markets~~fair ~~for~~value ~~identical~~hierarchy ~~assets~~the orCompany’s financial liabilities ~~available~~that were accounted for at ~~the~~fair ~~measurement~~value ~~date.~~as of December 31, 2014 and 2013:

· Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

Recurring Fair Value Measures	Level 1		Level 2		Level 3		Total

LIABILITIES:
Fair value of derivative liability for embedded conversion options as of December 31, 2014	$	--	$	--	$	689,936	$	689,936
Fair value of derivative liability for embedded conversion options as of December 31, 2013	$	--	$	--	$	56,351	$	56,351

·Income Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.taxes

The ~~carrying~~Company ~~amounts~~utilizes ~~reported~~ASC inTopic 740, "Accounting for Income Taxes," which requires the ~~balance~~recognition ~~sheets~~of deferred tax assets and liabilities for ~~accounts~~the ~~payable~~expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, ~~accrued~~deferred ~~expenses~~income ~~and~~taxes ~~amounts~~are ~~due~~recognized tofor ~~related~~the ~~party~~tax ~~approximate~~consequences in future years of differences between the tax bases of assets and liabilities and their ~~fair~~financial ~~market~~reporting ~~value~~amounts at each period end based on ~~the~~enacted ~~short-term~~tax ~~maturity~~laws ofand ~~these~~statutory ~~instruments.~~tax ~~The~~rates ~~Company’s~~applicable ~~derivative~~to ~~liabilities~~the periods in which the differences are ~~adjusted~~expected to ~~fair~~affect ~~value~~taxable onincome. aValuation ~~recurring~~allowances ~~basis~~are ~~using~~established, ~~Level~~when 2necessary, ~~inputs~~to ~~(See~~reduce ~~Note~~deferred 5)tax assets to the amount expected to be realized.

The ~~following~~Company ~~table~~applied ~~sets~~the ~~forth~~provisions byof ~~level~~ASC ~~within~~740-10-50, “Accounting For Uncertainty In Income Taxes”, which provides clarification related to the ~~fair~~process ~~value~~associated ~~hierarchy~~with accounting for uncertain tax positions recognized in our financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s ~~financial~~liability ~~liabilities~~for ~~that~~income ~~were~~taxes. ~~accounted~~Any such adjustment could be material to the Company’s results of operations for atany ~~fair~~given ~~value~~quarterly asor annual period based, in part, upon the results of operations for the given period. ASC Topic 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures, and transition. As of December 31, 2014 and 2013, management believes the Company had no material uncertain tax positions, and will continue to evaluate for uncertain positions in the future.

Recurring Fair Value Measures	Level 1		Level 2		Level 3		Total
LIABILITIES:
Derivative liabilities as of December 31, 2013	$	--	$	56,351	$	--	$	56,351

The Company classifies penalties and interest related to unrecognized tax benefits as income tax expense in the Statements of Operations.

~~Income taxes~~F-7

The Company utilizes ASC Topic 740, "Accounting for Income Taxes," which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end Stock-based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.compensation

The Company ~~applied~~accounts ~~the~~for ~~provisions of ASC 740~~stock-~~10-50,~~based ~~“Accounting~~instruments ~~For~~issued ~~Uncertainty In Income Taxes”, which provides clarification related~~ to ~~the~~employees ~~process~~in ~~associated~~accordance with ~~accounting~~ASC ~~for~~Topic ~~uncertain tax positions recognized in our financial statements~~718. ~~Audit~~ASC ~~periods~~Topic ~~remain~~718 ~~open~~requires ~~for~~companies ~~review~~to ~~until~~recognize in the ~~statute~~statement of ~~limitations~~operations ~~has passed. The completion of review or~~ the ~~expiration~~grant-date offair ~~the~~value ~~statute~~ of ~~limitations~~stock ~~for~~options aand ~~given~~other ~~audit~~equity ~~period~~based ~~could~~compensation ~~result~~issued ~~in an adjustment~~ to ~~the Company’s liability for income taxes~~employees. ~~Any~~The ~~such adjustment could be material to the~~ Company’s ~~results~~accounts ~~of operations~~ for ~~any~~non-employee ~~given quarterly or annual period~~ share-based, awards in ~~part,~~accordance ~~upon~~with ~~the results of operations for the given period.~~ ASC Topic ~~740 also provides guidance on de~~505-~~recognition, classification, interest and penalties, accounting in interim periods, disclosures, and transition~~50. ~~As of December 31, 2013 and 2012, management believes the Company had no material uncertain tax positions, and will continue to evaluate for uncertain positions in the future.~~

~~The~~Net ~~Company~~loss ~~classifies~~per ~~penalties~~share ~~and interest related to unrecognized tax benefits as income tax expense in the Statements~~ of ~~Operations.~~common stock

~~F-7~~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. This is not included in the calculation of diluted loss per share because their impact was antidilutive. Potentially dilutive securities as of December 31, 2014 consist of:

Stock-based compensation

Warrants not exercised			11,083,333
Convertible debt at December 31, 2014 conversion price			2,015,530,667
Total dilutive securities			2,026,614,000

~~The~~Recent ~~Company~~accounting 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.pronouncements

~~Net~~Accounting ~~loss~~standards ~~per~~that ~~share~~have ofbeen ~~common~~issued ~~stock~~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.

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 24,673 and NOTE 2~~,482,631~~ ~~shares~~– GOING ~~underlying convertible debt for the years ended December 31, 2012 and 2013 are not included in the calculation of diluted loss per share because their impact was antidilutive.~~CONCERN

~~Concentration~~The Company’s financial statements are prepared using accounting principles generally accepted in the United States of ~~credit~~America ~~risks~~applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company, as shown in the accompanying consolidated balance sheets, has a working capital deficit of $926,742 and an accumulated deficit of $4,550,280 as of December 31, 2014. The Company has not established any source of revenue to cover its operating costs. The Company will engage in very limited activities that must be satisfied in cash until a source of funding is secured. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholder. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

~~Financial~~NOTE ~~instruments~~3 ~~which~~– ~~potentially~~RELATED ~~subject~~PARTY the Company to concentrations of credit risk consist principally of cash. On November 9, 2010, the FDIC issued a Final Rule implementing section 343 of the Dodd-Frank Wall Street Reform and Consumer Protection Act that provides for unlimited insurance coverage of noninterest-bearing transaction accounts. Beginning December 31, 2010, through December 31, 2013, all noninterest-bearing transaction accounts are fully insured, regardless of the balance of the account, at all FDIC-insured institutions. The unlimited insurance coverage is available to all depositors, including consumers, businesses, and governmental entities. This unlimited insurance coverage is separate from, and in addition to, the insurance coverage provided to a depositor’s other deposit accounts held at an FDIC-insured institution. A noninterest-bearing transaction account is a deposit account where interest is neither accrued nor paid; depositors are permitted to make an unlimited number of transfers and withdrawals; and the bank does not reserve the right to require advance notice of an intended withdrawal.TRANSACTIONS

The Company’s ~~has~~president ~~not~~from ~~experienced~~time ~~any~~to ~~losses~~time, inprovided ~~such~~advances ~~accounts~~to ~~through~~the Company for working capital purposes. At December 31, 2013., ~~There~~the ~~were~~Company nohad ~~balances~~a inpayable ~~excess~~to the president of ~~FDIC~~$6,556, ~~insured~~which ~~levels~~was asrepaid ofduring the year ended December 31, ~~2013~~2014. These advances are due on demand, non-interest bearing and ~~2012~~are included in due to related party on the accompanying consolidated balance sheets.

~~Recent~~Since ~~accounting~~inception, ~~pronouncements~~the Company has utilized office space of an affiliate.

~~Accounting~~During ~~standards~~the ~~that~~year ~~have~~ended ~~been~~December ~~issued~~31, or2014 ~~proposed~~the byCompany’s ~~FASB~~consulting ~~that~~revenue, dototaling ~~not~~$2,250 ~~require~~was ~~adoption~~from ~~until~~an aentity ~~future~~controlled ~~date~~by ~~are not expected to have~~ a ~~material~~relative ~~impact~~of on the ~~financial~~Company’s ~~statements upon adoption~~president.

~~NOTE 2 – GOING CONCERN~~F-8

~~The~~During ~~Company’s financial statements are prepared using accounting principles generally accepted in~~ the ~~United~~year ~~States~~ended of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company, as shown in the accompanying balance sheets, has a working capital deficit of $82,828 and an accumulated deficit of $2,389,172 as of December 31, ~~2013.~~2014 ~~The~~the Company ~~has~~paid ~~not established any source of revenue to cover~~ its ~~operating~~president ~~costs. The Company will engage in very limited activities that must be satisfied in cash until a source of funding is secured. The Company will offer noncash consideration~~ and ~~seek~~chief ~~equity~~executive lines as a means of financing its operations. If the Company is unable to obtain revenue producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incurofficer, itLisa ~~may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances~~Nelson, ~~acquisitions~~compensation ortotaling ~~other arrangements that may dilute the interests of existing stockholder~~$150,000. ~~The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.~~

~~F-8~~On April 17, 2014 the Company issued 400,000 shares of common stock to one of the directors with a value of $28,560.

~~NOTE~~On 3November –17, ~~RELATED~~2014 ~~PARTY~~the ~~TRANSACTIONS~~Company issued 2,000,000 shares of common stock to one of the directors with a value of $3,200.

~~The~~On ~~Company’s~~November ~~president from time to time~~17, ~~provided~~2014 ~~advances to~~ the Company ~~for~~issued ~~working~~3,000,000 ~~capital~~shares ~~purposes.~~of Atcommon ~~December~~stock ~~31,~~to ~~2013~~one ~~and~~of ~~2012,~~ the ~~Company~~directors ~~had~~with a ~~payable~~value ~~to the president~~ of $64,~~556 and $9,842, respectively~~800. ~~These advances are due on demand, non-interest bearing and are included in due to related party on the accompanying balance sheets.~~

~~During~~NOTE ~~the~~4 ~~year~~– ~~ended~~CONVERTIBLE ~~December~~NOTES ~~31, 2013 all of the Company’s revenue, totaling $2,250 was from an entity controlled by a relative of the Company’s president.~~PAYABLE

On ~~February~~June 27, ~~2013~~2012, the Company ~~terminated~~entered ~~the~~into ~~employment~~a convertible promissory note agreement ofwith ~~October~~Morgan ~~11,~~Wells ~~2012~~Inc. ~~for~~Pursuant to the ~~Chief~~convertible ~~Executive~~promissory ~~Officer~~note ofagreement, the Company issued a note in the principal amount of $5,000. The ~~termination~~note ~~was~~bears interest at the default rate of ~~mutual~~22% ~~agreement~~per annum and ~~the~~matured ~~company~~on ~~and~~December ~~Chief~~7, ~~Executive~~2012. ~~Officer~~The ~~mutually~~note ~~released~~is in default. The Holder shall have the ~~other~~right ~~party.~~from Astime to time to convert all or any part of the ~~termination~~outstanding ~~agreement~~and ~~2,000,000~~unpaid principal amount of this note into fully paid and non-assessable shares ~~held~~of bycommon ~~the~~stock. ~~Chief~~The ~~Executive~~conversion ~~Officer~~price ~~were~~shall ~~returned~~be to75% of the lowest closing market price for the Company’s tostock beduring ~~cancelled~~the previous 20 trading days.

OnThe ~~May~~Company 6determined that, prior to June 2013, the ~~Company~~conversion ~~issued~~feature ~~250,000~~of ~~shares~~the ofconvertible ~~common~~note ~~stock~~did tonot ~~one~~meet the criteria of an embedded derivative and therefore the ~~directors~~conversion ~~with~~feature was not bi-furcated and accounted for as a ~~value~~derivative ofbecause ~~$75~~the Company was a private company,~~000~~ there was no quoted price and no active market for the Company’s common stock and any common shares issued upon conversion were not readily convertible to cash.

~~NOTE~~Since 4the –convertible ~~CONVERTIBLE~~note ~~NOTE~~included ~~PAYABLE~~an embedded conversion feature that did not qualify to be bi-furcated as a derivative, management evaluated this feature to determine whether it meets the definition of a beneficial conversion feature (“BCF”) within the scope of ASC 470-20, “Debt with Conversion and Other Options”. The Company recorded a discount for the beneficial conversion feature of $5,000, which was amortized into interest expense through maturity in December 2012. During the year ended December 31, 2014, the note holder elected to convert $2,500 of principal into 2,500,000 shares of common stock. The remaining principal outstanding of December 31, 2014 was $2,500.

OnIn ~~June~~October 72013, ~~2012,~~ the Company ~~entered~~issued ~~into~~ a convertible promissory note ~~agreement~~in ~~with~~the ~~Morgan~~principal ~~Wells~~amount ~~Inc~~of 28,666. ~~Pursuant~~The tonote bears interest at the ~~convertible~~rate ~~promissory~~of ~~note~~8% ~~agreement~~per annum and matured July 18, 2014. The note was convertible into shares of the Company’s ~~issued~~common astock ~~note~~after in180 ~~the~~days ~~principal~~at ~~amount~~50% of ~~$5,000~~the average of the lowest 2 trading prices during the 10 trading days immediately preceding the conversion date. The ~~note~~embedded ~~bears~~conversion ~~interest~~feature atwas ~~the~~required ~~default~~to ~~rate~~be ofrecorded ~~22%~~as ~~per~~a ~~annum~~derivative ~~and~~liability ~~matured~~adjusted onto ~~December~~fair 7,value ~~2012~~at each reporting date. The Company recorded an initial derivative liability of $75,331, of which $28,666 was recorded as a discount against the note isand in$46,665 ~~default~~was recorded as derivative expense. The ~~Holder~~fair ~~shall~~value ~~have~~of the ~~right~~derivative ~~from~~as ~~time~~of toDecember ~~time~~31, to2013 ~~convert~~was ~~all~~$54,501. orThe ~~any~~Company ~~part~~recorded amortization of the ~~outstanding~~discount ~~and~~of ~~unpaid~~$19,452 ~~principal~~and ~~amount~~$9,214 offor ~~this~~the ~~note~~year ~~into~~ended ~~fully~~December ~~paid~~31, 2014 and ~~non-assessable~~2013, ~~shares~~respectively. The carrying value of ~~common~~the ~~stock.~~note ~~The~~as ~~conversion~~of ~~price~~December ~~shall~~31, be2013, ~~75%~~was $7,548, net of ~~the~~remaining ~~lowest~~discount ~~closing~~of ~~market~~$19,452. ~~price~~On ~~for~~May 5, 2014 the Company’s issued 1,120,519 shares of common stock ~~during~~upon the ~~previous~~conversion 20of ~~trading~~the ~~days~~$27,000 convertible debt and $1,145 of accrued interest. No amounts remain outstanding as of December 31, 2014.

~~The~~On ~~Company~~February ~~determined~~28, ~~that~~2014, ~~prior~~the toCompany ~~June~~issued ~~2013,~~a convertible promissory note in the ~~conversion~~principal ~~feature~~amount of ~~the~~$30,000. ~~convertible~~The note ~~did~~bears ~~not~~interest ~~meet~~at the ~~criteria~~rate of an8% ~~embedded~~per ~~derivative~~annum and ~~therefore~~matured February 28, 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 ~~feature~~date. ~~was~~The ~~not~~embedded ~~bi-furcated~~conversion ~~and~~feature ~~accounted~~is ~~for~~required to be recorded as a derivative ~~because~~liability ~~the~~adjusted to fair value at each reporting date. The Company ~~was~~recorded aan ~~private~~initial ~~company,~~derivative ~~there~~liability ~~was~~of no$32,400, ~~quoted~~debt ~~price~~discount of $30,000 and noderivative ~~active~~expense ~~market~~of $2,400 for the year ended December 31, 2014. The debt discount of $30,000 is being amortized into interest expense over the term of the note. During the year ended December 31, 2014, the Company’s issued 35,170,991 shares of common stock upon conversion of $23,034 of principal and ~~any~~$1,302 ~~common~~of ~~shares~~accrued ~~issued~~interest. ~~upon~~Amortization ~~conversion~~for ~~were~~the ~~not~~year ~~readily~~ended ~~convertible~~December to31, ~~cash~~2014 totaled $8,874 and the carrying value of the note as of December 31, 2014, is $5,840 net of unamortized discount of $1,126.

~~Since~~On March 4, 2014, the Company issued a convertible promissory note ~~included~~in anthe ~~embedded~~principal ~~conversion~~amount ~~feature~~of ~~that~~$20,000. ~~did~~The ~~not~~note ~~qualify~~bears tointerest beat ~~bi-furcated~~the asrate aof ~~derivative~~8% per annum and matures March 4, ~~management~~2015. ~~evaluated~~The ~~this~~note ~~feature~~is toconvertible ~~determine~~into ~~whether~~shares itof ~~meets~~the Company’s common stock after 180 days at 50% of the ~~definition~~average of athe ~~beneficial~~lowest 2 trading prices during the 10 trading days immediately preceding the conversion date. The embedded conversion feature ~~(“BCF”)~~is ~~within~~required ~~the~~to ~~scope~~be ofrecorded ~~ASC~~as ~~470-20,~~a ~~“Debt~~derivative ~~with~~liability ~~Conversion~~adjusted ~~and~~to ~~Other~~fair ~~Options”~~value at each reporting date. The Company recorded aan ~~discount~~initial ~~for~~derivative ~~the~~liability ~~beneficial~~of ~~conversion~~$21,600, ~~feature~~debt discount of $520,000 and derivative expense of $1,600. ~~which~~The ~~was~~debt discount of $20,000 is being amortized into interest expense ~~through~~over ~~maturity~~the interm ~~December~~of ~~2012~~the note. ~~The~~During ~~carrying~~the ~~amount~~year ofended December 31, 2014, the ~~debt~~Company asissued 18,334,750 shares of ~~December~~common ~~31,~~stock ~~2012~~upon ~~and~~conversion ~~2013~~of ~~was~~the $520,000 principal and $980 of accrued interest. No amounts remain outstanding as of December 31, 2014.

~~In June 2013, the Company’s common stock began trading on the Over~~F-the Counter Bulletin Board. As a result, the embedded conversion option is required to be presented as a derivative liability on the balance sheet and adjusted to fair value at each balance sheet date. The Company estimated the fair value of the derivative liability to be $1,667 as of the date the Company’s began trading on the Over-the Counter Bulletin Board resulting in a derivative expense of $1,667. The derivative liability was adjusted to its fair value of $1,851 as of December 31, 2013, resulting in additional derivative expense of $184 for the year ended December 31, 2013.9

FOn April 1, 2014 the Company entered into a note agreement whereby the Company is obligated to a note with a principal amount of $600,000 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 holder shall have 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-9assessable shares of common stock. The note matures on April 1, 2015 and is convertible, at the note holder’s option, into common shares of the Company after 90 days at the lower of $.0074 or 40% of the average closing price 20 days prior to conversion. The Company is to receive principal from the note of $50,000 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 year ended December 31, 2014. In addition, the Company has issued warrants to the note holder which vest in equal amounts, over the 12 month period. The note holder may purchase up to 11,083,333 shares of the Company’s common stock at $0.06 per share per warrant or convert the warrants to common stock on a formula as cashless warrants. Because of the variable conversion option contained in the convertible note and the ratchet provision included in the warrant, the Company recorded derivative liabilities totaling $1,706,747 upon issuance of the note, 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 $370,000, and initial derivative expense of $1,536,747. During the year ended December 31, 2014, the Company issued 96,521,362 shares of common stock upon conversion of $69,900 of convertible debt principal. The outstanding principal as of December 31, 2014 totaled $300,200, which is carried at $208,787, net of unamortized discount of $91,413.

On ~~May~~July 152, ~~2013,~~2014 the Company ~~entered~~issued ~~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 $640,~~500~~000. The note bears interest at the rate of 8% per annum and ~~matured~~matures onJuly ~~November 15~~2, ~~2013~~2015. The note ~~was~~is convertible into shares of the Company’s common stock atafter ~~$.0065~~180 ~~per~~days ~~share.~~at 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. The Company recognized interest expense of $6,500 for the amortization of the debt discount for the year ended December 31, 2013. 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 have 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 shall be the lower of 1) 50% of the average of the lowest 2 trading prices during the 2010 trading days immediately preceding the conversion date~~, or 2) $0~~.~~0065~~ ~~per share.~~ The ~~maturity date of the note was extended to July 15, 2014. During the year ended December 31, 2013, he holder of the note converted principal of $1,666 in 257,978 share of common stock. 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. OnThe ~~the date of transfer, the~~ Company recorded an initial derivative liability of $5243,~~000,~~200 ofdebt ~~which $5,000 was recorded as a~~ discount ~~against~~of ~~the note and~~ $4740,000 ~~was~~and ~~recorded as~~ derivative expense. ~~The derivative liability was adjusted to its fair value~~ of $313,~~170~~200. asThe ofdebt ~~December~~discount ~~31, 2013, resulting in derivative income~~ of $2040,~~830~~000 ~~for~~is ~~the~~being ~~year~~amortized ~~ended~~into ~~December~~interest ~~31,~~expense ~~2013.~~over ~~The~~the ~~Company~~term ~~recorded amortization~~ of the ~~discount~~note. ofAmortization ~~$1,410~~ for the year ended December 31, ~~2013~~2014, totaled $19,945 and the carrying value of the note as of December 31, ~~2013~~2014, ~~was~~is $119,~~410~~945, net of ~~remaining~~unamortized discount of $320,~~590~~055.

InOn ~~October~~July ~~2013~~2, 2014 the Company issued a convertible promissory note ~~agreement~~ in the principal amount of 22$50,000. The note bears interest at the rate of 8% per annum and matures July 182, ~~2014~~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~~price 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. OnThe ~~the date of transfer, the~~ Company recorded an initial derivative liability of $2354,~~331~~000, ofdebt ~~which~~discount of $2250,000 ~~was~~and ~~recorded~~derivative asexpense aof ~~discount against the note and~~ $14,~~331 was recorded as derivative expense~~000. The ~~fair~~debt ~~value~~discount of ~~the~~$50,000 ~~derivative~~is asbeing ofamortized ~~December~~into ~~31,~~interest ~~2013~~expense ~~did~~over ~~not change from~~ the ~~date~~term of ~~issuance. The Company recorded amortization of~~ the ~~discount~~note. ofAmortization ~~$6,138~~ for the year ended December 31, ~~2013~~2014, totaled $24,932 and the carrying value of the note as of December 31, ~~2013~~2014, ~~was~~is $624,~~138~~932, net of ~~remaining~~unamortized discount of $1525,~~862~~068.

~~NOTE~~On 5December –3, ~~DERIVATIVE~~2014 ~~LIABILITIES~~the Company issued a convertible promissory note in the principal amount of $30,000 plus prepaid legal fees of $1,500. The note bears interest at the rate of 8% per annum and matures December 3, 2015. The note is convertible into shares of the Company’s common stock at any time equal to 50% of the average of the lowest 2 trading prices during the 20 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 $32,400 debt discount of $30,000 and derivative expense of $2,400. The debt discount of $30,000 is being amortized into interest expense over the term of the note. Amortization for the year ended December 31, 2014, totaled $2,301 and the carrying value of the note as of December 31, 2014, is $2,301, net of unamortized discount of $27,699.

The Company estimates the fair value of its embedded conversion features using Monte Carlo simulations and Black Scholes. During the year ended December 31, 2013, the Company used the following assumptions in estimating the fair value of its embedded derivatives:F-10

~~Volatility~~NOTE 5 – ~~399.42~~DERIVATIVE ~~to 404.43%~~LIABILITIES

~~Risk~~The ~~Free~~Company ~~Rate~~estimates –the ~~0.10%~~fair tovalue 0of its embedded conversion features using Monte Carlo simulations and Black Scholes.~~16%~~ During the year ended December 31, 2014, the Company used the following assumptions in estimating the fair value of its embedded derivatives:

~~Term~~Volatility – 0188.5445% to 0404.~~75 Years –~~43%

~~Dividend~~Risk Free Rate – ~~none~~0.10% to 0.16%

~~F-10~~Term – 0.16 to 1.0 Years –

~~Activity~~Dividend ~~related~~Rate to– ~~the embedded derivatives for the year ended December 31, 2013 is summarized as follows:~~none

Balance at December 31, 2012	$	-
Initial Issuances		76,998
Conversions		(22,734	)
Change in Fair Value		2,087
Balance at December 31, 2013	$	56,351

Activity related to the embedded derivatives for the years ended December 31, 2014 and 2013 is summarized as follows:

NOTE 6 – STOCKHOLDERS’ DEFICIT

Balance at December 31, 2012	$	-
Initial Issuances		76,998
Conversions		(22,734	)
Change in Fair Value		2,087
Balance at December 31, 2013	$	56,351
Initial Issuances		2,245,179
Conversions		(226,470	)
Change in Fair Value		(1,385,124	)
Balance at December 31, 2014	$	689,936

OnNOTE ~~September~~6 ~~19,~~– ~~2013,~~STOCKHOLDERS’ the Company adopted the 2013 Equity Incentive Plan. This plan is intended to allow directors, officers, employees, and certain non-employees of the Company to receive options to purchase company common stock. The purpose of this plan is to provide these persons with equity-based compensation incentives to make significant and extraordinary contributions to the long-term performance and growth of the company, and to attract and retain employees. A total of 10,000,000 shares of common stock have been registered under this plan under a Form S-8 filed with the SEC on September 19, 2013. Stocks granted under this plan are to be exercisable is established by the board of directors, in its sole discretion, on the date of the grant. Through December 31, 2013, the Company has granted 1,000,000 shares under this plan.DEFICIT

OnIn ~~September~~May 222013, ~~2009 (date of Inception),~~ the Company ~~issued~~granted 48250,~~500,~~000 shares of ~~its~~the Company’s common stock to a member of its ~~founders~~board of directors as consideration for past services on the board. The Company ~~valued~~recorded ~~these~~compensation ~~common~~expenses ~~shares~~equal atto athe ~~nominal~~estimated fair value of the shares of $0.~~0001~~30 per ~~common~~ share., Intotaling ~~connection~~$75,000, ~~with~~based ~~issuance~~on ofthe ~~these~~most ~~common~~recent ~~shares,~~sale ~~the~~of ~~Company~~common ~~recorded~~ stock~~-based~~ ~~compensation~~in ofa ~~$4,850~~private placement.

InOn ~~October~~September ~~2009~~19, ~~pursuant~~2013, the Company adopted the 2013 Equity Incentive Plan. This plan is intended to ~~six~~allow ~~month~~directors, ~~consulting~~officers, ~~agreements~~employees, and certain non-employees of the Company ~~issued~~to 14receive options to purchase company common stock. The purpose of this plan is to provide these persons with equity-based compensation incentives to make significant and extraordinary contributions to the long-term performance and growth of the company, and to attract and retain employees. A total of 10,000,000 shares of ~~its~~ common stock tohave ~~consultants~~been ~~for~~registered ~~business~~under ~~development~~this ~~services~~plan under a Form S-8 filed with the SEC on September 19, 2013. ~~The~~Stocks ~~Company~~granted ~~valued~~under ~~these~~this ~~common~~plan ~~shares~~are atto abe ~~nominal~~exercisable ~~value~~is established by the board of $0directors, in its sole discretion, on the date of the grant.~~0001~~ ~~per~~Through ~~common~~December ~~share~~31, 2014, the Company has granted 1,000,000 shares under this plan.

~~During~~On ~~the~~July ~~year ended December 31~~29, ~~2010,~~2013 the Company ~~sold~~issued 40125,~~990~~000 shares of ~~its~~ common stock atto one entity with a value of $052,500 for services to be rendered over a one year period. The Company recognized expenses of $21,887 during the year ended December 31, 2013 and $30,613 ~~per~~is ~~common~~recorded ~~share~~as ~~for~~deferred ~~proceeds~~stock compensation as of ~~$12~~December 31,~~300~~ 2013.

~~During~~On ~~the~~August ~~year ended December 31~~2, ~~2011,~~2013 the Company ~~sold~~issued 2,~~081~~500,000 shares of ~~its~~ common stock atto ~~$0.30~~one ~~per~~individual ~~common~~with ~~share~~a value of $1,034,250 for ~~proceeds~~one year of legal services. As of December 31, 2013 the Company deferred $~~624~~673,593 as deferred stock based compensation.

On December 6, 2011, the Company cancelled 4,000,000 shares of its common stock. In connection with cancellation of these common shares, the common stock value was reduced by $400 and additional paid in capital was increased by $400.F-11

~~During~~On ~~the~~September ~~year ended December 31~~15, ~~2012,~~2013 the Company ~~sold~~issued 26250,~~333~~000 shares of ~~its~~ common stock atto ~~$0.30~~one ~~per~~individual ~~common~~with ~~shares~~a ~~for~~value ~~proceeds~~ of $718,~~901~~750 for services.

On ~~March~~October 828, ~~2012,~~2013 the Company issued ~~an aggregate of 500~~3,000,000 shares of common stock to ~~two~~one ~~directors~~individual ~~(250,000 shares each)~~ for ~~services rendered. The Company valued these common shares at~~ $~~0.30~~15,000 ~~per common share based on the sale of common stock~~ in ~~a private placement at $0~~cash.~~30 per common share.~~

F-On November 11, 2013 the Company issued 257,978 shares of common stock for the conversion of $1,667 of convertible debt to stock.

On ~~June~~December 271, ~~2012,~~2013 the Company ~~entered into a one-year consulting agreement for business development services. In connection with the consulting agreement, the Company~~ issued 12,000,000 shares of ~~its~~ common stock. ~~These~~to ~~shares~~one ~~were~~individual ~~valued~~for at $~~0.30~~10,000 ~~per share based on the sale of common stock~~ in ~~a private placement at $0~~cash.30 per common share. In connection with issuance of these common shares, the Company recorded stock-based professional fees of $152,500 and a deferred stock based compensation of $147,500 as of December 31, 2012 which was amortized into expense during the year ended December 31, 2013.

On ~~July~~December 204, ~~2012,~~2013 the Company ~~cancelled~~issued 31,000,000 shares of ~~its~~ common stock ~~previously issued~~ to ~~three~~one ~~consultants~~individual ~~in 2009 and issued 1,000,000 additional shares to another consultant for services rendered in 2009. In connection~~ with ~~cancellation~~a ~~of the common shares, the common stock~~ value ~~was reduced by $300 and additional paid in capital was increased by $300, and an expense~~ of $~~300~~47,~~000~~600 ~~was recognized~~ for ~~the additional 1,000,000 shares at $0~~service.~~30 per share based on recent sales of common stock in a private placement at $0.30 per common share.~~

On ~~July~~December 205, ~~2012,~~2013 the ~~Company~~company ~~granted~~issued 2,000,000 ~~vested~~ shares of common stock to ~~its~~two ~~then~~individuals ~~chief executive officer~~ for ~~services. The Company valued these common shares at the fair value of~~ $~~0.30 per common share for a total of $600~~10,000 ~~based on the sale of common stock~~ in ~~a private placement at $0~~cash.~~30 per common share. In February 2013, the employment agreement was terminated and all the shares were returned to the Company.~~

On ~~August~~December 16, ~~2012,~~2013 the Company ~~entered into an agreement for legal services rendered. In connection with the agreement, the Company~~ issued 12,000,000 shares of ~~its~~ common stock. ~~These~~to ~~shares~~one ~~were~~individual ~~valued~~for at $~~0.30~~10,000 ~~per share based on the sale of common stock~~ in ~~a private placement at $0~~cash.~~30 per common share. In connection with issuance of these common shares, the Company recorded professional fees of $300,000.~~

InOn ~~May~~January ~~2013~~3, 2014 the Company ~~granted~~issued ~~250~~1,000,000 shares of ~~the Company’s~~ common stock to aone ~~member~~individual ~~of its board of directors as consideration~~ for ~~past services on the board. The Company recorded compensation expenses equal to the estimated fair value of the shares of~~ $~~0.30 per share~~5, ~~totaling $75,~~000, ~~based on the most recent sale of common stock~~ in ~~a private placement~~cash.

On ~~July~~January 299, ~~2013~~2014 the Company issued ~~125~~1,000,000 shares of common stock ~~to one entity with a value of $52,500~~ for ~~services to be rendered over a one year period. The Company recognized expenses of~~ $215,~~887~~000 ~~during~~in ~~the year ended December 31, 2013 and $30,613 is recorded as deferred stock compensation as of December 31, 2013~~cash.

On ~~August~~January 214, ~~2013~~2014 the Company issued 2300,~~500,~~000 shares of common stock to one individual with a fair value ofbased ~~$1,034,250~~on ~~for~~recent ~~one~~stock ~~year~~sales, of ~~legal services. As of December 31, 2013 the Company deferred~~ $~~673~~11,~~593~~370 asfor ~~deferred~~services ~~stock based compensation~~rendered.

On ~~September~~January 1528, ~~2013~~2014 the Company issued ~~250~~393,~~000~~446 shares of common stock tofor ~~one~~the ~~individual~~conversion ~~with a value~~ of $182,~~750~~558 ~~for~~of ~~services~~convertible debt and accrued interest.

On ~~October~~February 284, ~~2013~~2014 the Company issued 3394,~~000,000~~057 shares of common stock tofor ~~one~~the ~~individual~~conversion ~~for~~of $152,~~000~~561 inof ~~cash~~convertible debt and accrued interest.

On ~~November~~February 116, ~~2013~~2014 the Company issued ~~257~~200,~~978~~000 shares of common stock to one entity for ~~the~~services ~~conversion~~to be rendered over six months. The fair value of $18,~~667~~000 ofwas ~~convertible~~recorded ~~debt~~as todeferred stock compensation to be amortized to expense over the six month period, resulting in expenses of $8,000 for the year ended December 31, 2014.

On ~~December~~February 17, ~~2013~~2014 the Company issued 21,000,000 shares of common stock to one individual for $105,000 in cash.

~~F-12~~On March 3, 2014 the Company issued 2,500,000 shares of common stock for the conversion of $2,500 of convertible debt.

On ~~December~~March 47, ~~2013~~2014 the Company issued 1,000,000 shares of common stock to one individual ~~with~~for ~~a value of~~ $475,~~600~~000 ~~for~~in ~~service~~cash.

On ~~December~~March 57, ~~2013~~2014 the ~~company~~Company issued 2250,000~~,000~~ shares of common stock to ~~two~~one ~~individuals~~entity for services to be rendered over six months, the fair value of $1015,~~000~~500 based on recent sales, was recorded as deferred stock compensation to be amortized into expense over six months, resulting in ~~cash~~expenses of $15,500 for the year ended December 31, 2014.

On ~~December~~March 1627, ~~2013~~2014 the Company issued 2250,000~~,000~~ shares of common stock to one ~~individual~~entity for services to be rendered over six months. The fair value of $1027,~~000~~500, based on recent sales, was recorded as deferred stock based compensation to be amortized over six months, resulting in ~~cash~~expenses of $27,500 for the year ended December 31, 2014.

~~NOTE~~On 7April –4, ~~INCOME~~2014 ~~TAXES~~the Company issued 238,000 shares of common stock valued at $30,702, based on recent stock sales, to an entity for services to 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 $30,702 for the year ended December 31, 2014.

~~The~~On ~~Company~~April ~~has incurred aggregate cumulative net operating losses of approximately $66~~17,~~000~~ ~~for~~2014 income tax purposes as of December 31, 2013. The net operating loss carries forward for United States income taxes, which may be available to reduce future years’ taxable income. These carry forwards will expire, if not utilized, starting in 2030 through 2032. Management believes that the ~~realization of the benefits from these losses appears not more than likely due to the~~ Company’s ~~limited~~issued ~~operating history and continuing losses for United States income tax purposes. Accordingly~~2,000 ~~the~~shares ~~Company~~of ~~has~~common ~~provided~~stock avalued ~~100%~~at ~~valuation~~$258 ~~allowance~~based on ~~the~~recent ~~deferred~~stock ~~tax~~sales ~~asset~~ to ~~reduce~~one ~~the~~entity ~~asset~~for tolegal ~~zero~~services. ~~Management will review this valuation allowance periodically and make adjustments as necessary.~~

~~The tax effects of temporary differences that give rise to significant portions of deferred tax assets at December 31, 2013 and 2012 are as follows:~~F-12

	2013			2012
Deferred tax assets:
Net operating loss carry forward	$	22,440		$	17,000
Total gross deferred tax assets		22,440			17,000
Less: valuation allowance		(22,440	)		(17,000	)
Net deferred tax assets	$	-		$	-

On April 17, 2014 the Company issued 800,000 shares of common stock valued at $57,120, based on recent stock sales to two directors of the Company.

~~The~~On ~~valuation~~April ~~allowance~~17, at2014 ~~December~~the 31Company issued 500,000 ~~2013~~shares ~~and~~of ~~2012~~common ~~was~~stock ~~$22,440~~valued ~~and~~at $1735,~~000~~700, ~~respectively~~based on recent stock sales, to one individual appointed to the advisory board. The ~~increase~~fair invalue ~~valuation~~was ~~allowance~~recorded ~~during~~as ~~2013~~deferred ~~and~~stock ~~2012~~based ~~was~~compensation $5to be amortized over six months,~~444~~ ~~and~~resulting in expenses of $1135,~~890~~700 for the year ended December 31, ~~respectively~~2014.

~~The~~On May 5, 2014 the Company’s ~~effective~~issued ~~income~~1,120,519 ~~tax~~shares ~~rate~~of ~~differs~~commons ~~from~~stock ~~the~~valued ~~statutory~~at ~~rate~~$23,027 ~~due~~for tothe ~~permanent~~conversion ~~differences~~of ~~related~~$22,000 toof ~~stock-based~~convertible ~~compensation~~debt and ~~the~~$1,027 ~~change~~of inaccrued ~~valuation allowance~~interest.

~~NOTE~~On 8May –16, ~~LEASE~~2014 the Company issued 250,000 shares of common stock to one entity for services to be rendered over six months. The fair value of $14,650, based on recent sales, was recorded as deferred stock based compensation to be amortized over six months, resulting in expenses of $14,650 for the year ended December 31, 2014.

On May 1621, ~~2013~~2014 the Company ~~signed~~issued a250,000 ~~lease~~shares ~~for 950 square feet~~ of ~~space~~common ~~with~~stock ~~the~~to ~~lease~~one ~~commencing~~entity onfor ~~July~~services 1,to ~~2013~~be ~~and~~rendered ~~expiring~~over onsix ~~August 1, 2015~~months. ~~Under~~ ~~the~~The ~~terms~~fair ofvalue ~~the lease the Company paid monthly lease rental~~ of $~~900~~11,225, ~~per~~based ~~month~~on ~~plus~~recent ~~estimated CAM and taxes from July 1~~sales, ~~2013~~was ~~through~~recorded ~~December~~as ~~31,~~deferred ~~2013. The~~stock ~~Company~~based iscompensation ~~further obligated~~ to ~~pay~~be ~~monthly~~amortized ~~rental~~over ofsix ~~$950 plus CAM and taxes from January 1~~months, ~~2014~~resulting ~~through~~in ~~June~~expenses ~~30,~~of ~~2014 and~~ $~~950~~11,225 infor ~~monthly rental plus CAM and taxes through~~ the ~~term~~year ofended ~~the~~December ~~lease ending July~~ 31, ~~2015~~2014.

~~NOTE~~On 9June –4, ~~COMMITMENTS~~2014 ~~AND~~the ~~CONTINGENCIES~~Company issued 200,000 shares of common stock to one entity for services to be rendered over six months. The fair value of $5,780, based on recent sales, was recorded as deferred stock based compensation to be amortized over six months, resulting in expenses of $5,780 for the year ended December 31, 2014.

On ~~December~~June 35, ~~2013~~2014 ~~Premier~~the ~~Media~~Company ~~Services~~issued 300,000 ~~Inc~~shares ~~filed~~of acommon ~~civil~~stock ~~suit~~to ~~(Premier~~one ~~Media~~entity ~~Services,~~for ~~Inc.~~services vto MLbe ~~Capital~~rendered ~~Group~~over ~~Inc.,~~six ~~Case No~~months. ~~CC2014215992RC.~~The ~~North~~fair ~~Mesa Justice Court, CA) claiming damages of $4,450 of unpaid fees and legal costs and shares received at a~~ value of $58,~~000~~100, ~~for~~based ~~breach of contract and to release the shares held. Premier claims the Company terminated the contract~~ on 30recent ~~day~~sales, ~~notice~~was ~~while~~recorded ~~the~~as ~~contract~~deferred ~~required~~stock abased 90compensation ~~day~~to ~~notice. The~~be ~~Company~~amortized ~~has~~over ~~counter~~six ~~claimed~~months, ~~that~~resulting ~~Premier breached the contract and did not act~~ in ~~good~~expenses ~~faith~~of ~~while~~$8,100 ~~committing~~for ~~fraud~~the ~~and~~year ~~enjoying~~ended ~~unjust~~December ~~enrichment. The trial is set for May 9~~31, 2014. ~~The Company is unable to determine a likely outcome and not recorded any amounts related to this matter.~~

~~F-13~~On June 10, 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 $5,600, based on recent sales, was recorded as deferred stock based compensation to be amortized over three months, resulting in expenses of $5,600 for the year ended December 31, 2014.

~~NOTE~~On 10June –27, ~~SUBSEQUENT~~2014 ~~EVENTS~~the Company issued 500,000 shares of common stock to an individual for services to be rendered over six months. The fair value of $15,000, based on recent sales, was recorded as deferred stock based compensation to be amortized over three months, resulting in expenses of $15,000 for the year ended December 31, 2014.

On ~~January~~August 31, 2014 the Company issued 1250,000~~,000~~ shares of common stock to one ~~individual~~entity for services to be rendered over six months. The fair value of $56,000, based on recent sales, was recorded as deferred stock based compensation to be amortized over six months, resulting in ~~cash~~expenses of $5,000 for the year ended December 31, 2014.

On ~~January~~August 919, 2014 the Company ~~issued~~canceled 1.125,000~~.000~~ shares as a result of ~~common~~the ~~stock~~settlement ~~for~~of ~~$5,000~~a inpending ~~cash~~legal matter.

On ~~January~~September 144, 2014 the Company issued ~~300~~717,~~000~~619 shares of common stock tofor ~~one~~the ~~individual~~conversion ~~with~~of a$5,000 ~~value~~ of convertible debt and $~~11,370~~233 ~~for~~of ~~services~~accrued interest.

On ~~January~~September 2819, 2014 the Company issued ~~393~~350,~~446~~000 shares of common stock to one entity for ~~the~~services ~~conversion~~to be rendered over three months. The fair value of $23,~~558~~150, based on recent sales, was recorded as deferred stock based compensation to be amortized over three months, resulting in expenses of ~~convertible~~$3,150 ~~debt~~for the year ended December 31, 2014.

On ~~February~~October 42, 2014, the Company issued ~~394~~2,~~057~~552,890 shares of common stock for the conversion of $25,~~561~~233 of convertible debt and accrued interest.

On ~~February~~October 6, 2014 the Company issued ~~200~~3,~~000~~333,333 shares of common stock ~~to one entity~~ for ~~services~~the ~~valued~~conversion atof $810,000 of convertible debt.

On ~~February~~October 714, 2014 the Company issued 13,~~000~~968,~~000~~253 toshares ~~one~~of ~~individual~~common stock for the conversion of $5,000 inof ~~cash~~convertible debt.

~~On March 3, 2014 the Company issued 2,500,000 of common stock for the conversion of $2,500 of convertible debt.~~F-13

On October 15, 2014 the Company issued 4,166,666 shares of common stock for the conversion of $3,500 of convertible debt.

On October 17, 2014 the Company issued 8,689,475 shares of common stock for the conversion of $7,300 of convertible debt.

On October 21, 2014 the Company issued 5,030,290 shares of common stock for the conversion of $3,950 of convertible debt and $200 of accrued interest.

On October 28, 2014 the Company issued 3,846,153 shares of common stock for the conversion of $3,000 of convertible debt.

On October 29, 2014 the Company issued 5,298,206 shares of common stock for the conversion of $3,650 of convertible debt and $191 of accrued interest.

On October 30, 2014 the Company issued 16,017,089 shares of common stock for the conversion of $11,990 of convertible debt and $200 of accrued interest.

On October 31, 2014 the Company issued 12,524,360 shares of common stock for the conversion of $11,990 of convertible debt and $200 of accrued interest.

On November 4, 2014 the Company issued 6,104,179 shares of common stock for the conversion of $4,200 of convertible debt and $226 of accrued interest.

On November 5, 2014 the Company issued 7,413,765 shares of common stock for the conversion of $5,100 of convertible debt and $275 of accrued interest.

On November 6, 2014 the Company issued 5,525,641 shares of common stock for the conversion of $4,310 of convertible debt.

On November 10, 2014 the Company issued 5,525,641 shares of common stock for the conversion of $4,310 of convertible debt.

On November 12, 2014 the Company issued 8,347,343 shares of common stock for the conversion of $5,535 of convertible debt and $308 of accrued interest.

On November 13, 2014 the Company issued 5,000,000 shares of common stock for the conversion of $3,900 of convertible debt.

On November 17, 2014 the Company issued 2,000,000 shares of common stock to a member of the board of directors for services to be rendered over twelve months. The fair value of $3,200, based on recent sales, was recorded as deferred stock based compensation to be amortized over twelve months, resulting in expenses of $400 for the year ended December 31, 2014.

On November 17, 2014 the Company issued 10,000,000 shares of common stock to a member of the board of directors for services to be rendered over twelve months. The fair value of $16,000, based on recent sales, was recorded as deferred stock based compensation to be amortized over twelve months, resulting in expenses of $2,000 for the year ended December 31, 2014.

On November 17, 2014 the Company issued 3,000,000 shares of common stock to be rendered over twelve months. The fair value of $4,800, based on recent sales, was recorded as deferred stock based compensation to be amortized over twelve months, resulting in expenses of $600 for the year ended December 31, 2014.

On November 18, 2014 the Company issued 5,128,205 shares of common stock for the conversion of $4,000 of convertible debt.

F-14

On November 21, 2014 the Company issued 6,363,636 shares of common stock for the conversion of $4,200 of convertible debt.

On December 1, 2014 the Company issued 5,000,000 shares of common stock for the conversion of $3,000 of convertible debt.

On December 3, 2014 the Company issued 5,000,000 shares of common stock for the conversion of $3,000 of convertible debt.

On December 8, 2014 the Company issued 5,000,000 shares of common stock for the conversion of $1,800 of convertible debt.

On December 15, 2014 the Company issued 10,000,000 shares of common stock for the conversion of $2,400 of convertible debt.

On December 15, 2014 the Company issued 500,000 shares of common stock to one entity for services to be rendered over six months. The fair value of $250, based on recent sales, was recorded as deferred stock based compensation to be amortized over six months, resulting in expenses of $21 for the year ended December 31, 2014.

On December 15, 2014 the Company issued 75,000,000 shares of common stock to one entity for services to be rendered over six months. The fair value of $37,500, based on recent sales, was recorded as deferred stock based compensation to be amortized over six months, resulting in expenses of $3,125 for the year ended December 31, 2014.

On December 17, 2014 the Company issued 10,000,000 shares of common stock for the conversion of $2,400 of convertible debt.

The Company has issued warrants to purchase 11,083,333 shares of common stock of which 5,541,667 are exercisable as of December 31, 2014. The warrants have an exercise price of $0.06 per share and expire on April 1, 2017 (See Note 3).

NOTE 7 – INCOME TAXES

The Company has incurred aggregate cumulative net operating losses of approximately $1,022,000 for income tax purposes as of December 31, 2014. The net operating loss carries forward for United States income taxes, which may be available to reduce future years’ taxable income. These carry forwards will expire, if not utilized, starting in 2030 through 2032. Management believes that the realization of the benefits from these losses appears not more than likely due to the Company’s limited operating history and continuing losses for United States income tax purposes. Accordingly, the Company has provided a 100% valuation allowance on the deferred tax asset to reduce the asset to zero. Management will review this valuation allowance periodically and make adjustments as necessary.

The tax effects of temporary differences that give rise to significant portions of deferred tax assets at December 31, 2014 and 2013 are as follows:

	2014			2013
Deferred tax assets:
Net operating loss carry forward	$	347,480		$	22,440
Total gross deferred tax assets		347,480			22,440
Less: valuation allowance		(347,980	)		(22,440	)
Net deferred tax assets	$	-		$	-

The valuation allowance at December 31, 2014 and 2013 was $347,480 and $22,440, respectively. The increase in valuation allowance during 2014 and 2013 was $325,040 and $5,440, respectively.

The Company’s effective income tax rate differs from the statutory rate due to permanent differences related to stock-based compensation and the change in valuation allowance.

F-15

NOTE 8 – 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 through the term of the lease ending July 31, 2015.

NOTE 9 – 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 10 – SUBSEQUENT EVENTS

On January 8, 2015 the Company issued 15,000,000 shares of common stock for the conversion of $1,800 of convertible debt.

On January 9, 2015 the Company issued 15,000,000 shares of common stock for the conversion of $1,800 of convertible debt.

On January 13, 2015 the Company issued 18,000,000 shares of common stock for the conversion of $1,800 of convertible debt.

On January 13, 2015 the Company issued 18,326,000 shares of common stock for the conversion of $2,200 of convertible debt.

On January 14, 2015 the Company issued 18,000,000 shares of common stock for the conversion of $1,800 of convertible debt.

On January 16, 2015 the Company issued 52,636,182 shares of common stock for the conversion of $7,895 of convertible debt.

On January 16, 2015 the Company issued 22,463,700 shares of common stock for the conversion of $3,300 of convertible debt and $70 of accrued interest.

F-16

On January 20, 2015 the Company issued 38,500,000 shares of common stock for the conversion of $4,620 of convertible debt.

On January 21, 2015 the Company issued 18,000,000 shares of common stock for the conversion of $1,800 of convertible debt.

On January 22, 2015 the Company issued 41,000,000 shares of common stock for the conversion of $4,920 of convertible debt.

On January 23, 2015 the Company issued 21,500,000 shares of common stock for the conversion of $2,580 of convertible debt.

On January 26, 2015 the Company issued 17,136,200 shares of common stock for the conversion of $2,000 of convertible debt and $142 of accrued interest.

On January 26, 2015 the Company issued 18,000,000 shares of common stock for the conversion of $1,800 of convertible debt.

On January 27, 2015 the Company issued 78,000,000 shares of common stock for the conversion of $6,240 of convertible debt.

On January 30, 2015 the Company issued 34,321,600 shares of common stock for the conversion of $1,600 of convertible debt and $116 of accrued interest.

On February 3, 2015 the Company issued 35,000,000 shares of common stock for the conversion of $2,800 of convertible debt.

On February 4, 2015 the Company issued 36,649,400 shares of common stock for the conversion of $1,700 of convertible debt and $132 of accrued interest.

On February 5, 2015 the Company issued 36,000,000 shares of common stock for the conversion of $1,800 of convertible debt.

On February 9, 2015 the Company issued 38,000,000 shares of common stock for the conversion of $3,040 of convertible debt.

On February 10, 2015 the Company issued 40,000,000 shares of common stock for the conversion of $2,000 of convertible debt.

On February 11, 2015 the Company issued 40,000,000 shares of common stock for the conversion of $1,600 of convertible debt.

On February 12, 2015 the Company issued 45,000,000 shares of common stock for the conversion of $1,800 of convertible debt.

On February 20, 2015 the Company issued 40,000,000 shares of common stock for the conversion of $2,000 of convertible debt.

On February 23, 2015 the Company issued 50,000,000 shares of common stock for the conversion of $2,000 of convertible debt.

On February 24, 2015 the Company issued 50,430,200 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 60,000,000 shares of common stock for the conversion of $3,000 of convertible debt.

The company evaluated events subsequent to December 31, 2014 through April 1, 2015 which is the date the financial statements were available for issuance.

F-17

Filing Compare · ML Capital Group, Inc.