ML Capital (MLCG) Inactive 10-K2 Apr 152014 FY Annual reportFinancial data

Company Profile

Document_and_Entity_Informatio

Document and Entity Information (USD $)	12 Months Ended
Document and Entity Information (USD $)	Dec. 31, 2014	Apr. 01, 2015
Document And Entity Information
Entity Registrant Name	ML CAPITAL GROUP, INC.
Entity Central Index Key	1527698
Document Type	10-K
Document Period End Date	31-Dec-14
Amendment Flag	FALSE
Current Fiscal Year End Date	-19
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		1,143,636,129
Entity Public float		$110,187
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2014

CONSOLIDATED_BALANCE_SHEETS

CONSOLIDATED BALANCE SHEETS (USD $)	Dec. 31, 2014	Dec. 31, 2013
Current assets:
Cash and cash equivalents	$13,032
Inventory	12,514
Prepaid	12,324
Deferred debt issuance expense	4,308	1,444
Total Current Assets	42,178	1,444
Property and Equipment	4,387
Total Assets	46,565	1,444
Current liabilities:
Bank overdraft		93
Accounts payable and accrued expense	14,859	6,474
Convertible notes payable, net of discount $165,361 and $19,452, respectively	264,125	12,548
Derivative liability	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, respectively	32,625	7,246
Preferred Stock, $.0001 par value; 10,000,000 shares authorized; 0 (2014) and 0 (2013) shares issued and outstanding, respectively
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	-82,828
Total liabilities and stockholders' deficit	$46,565	$1,444

CONSOLIDATED_BALANCE_SHEETS_Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Dec. 31, 2014	Dec. 31, 2013
CURRENT LIABILITIES:
Convertible note payable- net of discount	$165,361	$19,452
STOCKHOLDERS' DEFICIT
Common stock par value	$0.00	$0.00
Common stock shares authorized	7,000,000,000	7,000,000,000
Common stock shares issued	326,252,527	72,452,382
Common stock shares outstsnding	326,252,527	72,452,382
Preferred stock par value	$0.00	$0.00
Preferred stock shares authorized	10,000,000	10,000,000
Preferred stock shares issued	0	0
Preferred stock shares outstsnding	0	0

CONSOLIDATED_STATEMENTS_OF_OPE

CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)	12 Months Ended
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)	Dec. 31, 2014	Dec. 31, 2013
Revenues
Consulting revenue - related party	$2,250	$2,250
Product sales	24,620
Cost of goods sold	-7,134
Gross Margin	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

CONSOLIDATED_STATEMENT_OF_CHAN

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (USD $)	Common Stock	Additional Paid-In Capital	Deferred Stock Compensation	Accumulated Deficit	Total
Beginning Balance, Amount at Dec. 31, 2012	$6,107	$1,675,968	($147,500)	($1,558,772)	($24,197)
Beginning Balance, Shares at Dec. 31, 2012	61,069,404
Sale of common stock, Shares	9,000,000
Sale of common stock, Amount	900	44,100			45,000
Cancellation of common stock, Shares	2,000,000
Cancellation of common stock, Amount	200	-200
Common stock issued for services, Shares	4,125,000
Common stock issued for services, Amount	413	1,228,038	-1,134,450		-94,001
Common stock issued upon conversion of convertible debt, Shares	257,978
Common stock issued upon conversion of convertible debt, Amount	26	-26			1,651
conversion of convertible debt		22,734			22,734
Amortization of deferred stock compensation			608,358		608,358
Net loss				-830,396	-830,396
Ending Balance, Amount at Dec. 31, 2013	7,246	2,972,691	-673,593	-2,389,172	-82,828
Ending Balance, Shares at Dec. 31, 2013	72,452,382
Sale of common stock, Shares	4,000,000
Sale of common stock, Amount	400	19,600			20,000
Discount on convertible debt
Common stock issued for services, Shares	95,365,000
Common stock issued for services, Amount	9,537	271,081	-25,775		254,843
Common stock issued upon conversion of convertible debt, Shares	154,435,145
Common stock issued upon conversion of convertible debt, Amount	15,444	132,084			147,528
conversion of convertible debt		225,619			225,619
Amortization of deferred stock compensation			673,593		673,593
Net loss				-2,161,108	-2,161,108
Ending Balance, Amount at Dec. 31, 2014	$32,625	$3,621,075	($25,775)	($4,550,280)	($922,355)
Ending Balance, Shares at Dec. 31, 2014	326,252,527

CONSOLIDATED_STATEMENTS_OF_CAS

CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	Dec. 31, 2014	Dec. 31, 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 expenses	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
Payment 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

ORGANIZATION_AND_SUMMARY_OF_SI

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2014

Notes to Financial Statements

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

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

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

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

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

On September 30, 2014 the Company amended their Articles of Incorporation increasing the authorized number of shares of common stock to 3,000,000,000.

On December 9, 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.

Basis of presentation and consolidation

The consolidated financial statements include the accounts of the company and its wholly owned subsidiary. All intercompany balances and transactions are eliminated in consolidation.

Revenue recognition

Pursuant to the guidance of ASC Topic 605 and ASC Topic 360, the Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the purchase price is fixed or determinable and collectability is reasonably assured. The Company derived its revenue from consulting service and the revenue is recognized as services are provided. The Company recognizes revenue from product sales during the period in which the product is delivered, which is generally at the point of sale.

Inventories

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

Use of estimates

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

Cash and cash equivalents

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

Property and equipment

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

Fair value measurements and fair value of financial instruments

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:

Level 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 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.

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 carrying amounts reported in the balance sheets for accounts payable, accrued expenses and amounts due to related party approximate their fair market value based on the short-term maturity of these instruments. The Company’s derivative liabilities are adjusted to fair value on a recurring basis using Level 2 inputs (See Note 5).

The following table sets forth by level within the fair value hierarchy the Company’s financial liabilities that were accounted for at fair value as of December 31, 2014 and 2013:

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

Fair value of derivative liability for embedded conversion options as of December 31, 2013

56,351

Income taxes

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 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.

The Company applied the provisions of ASC 740-10-50, “Accounting For Uncertainty In Income Taxes”, which provides clarification related to the process associated 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 liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or 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.

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

Stock-based compensation

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

Net loss per share of common stock

Basic net loss per common share is computed by dividing net loss available to common shareholders by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. 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:

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

Recent accounting pronouncements

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

GOING_CONCERN

GOING CONCERN	12 Months Ended
GOING CONCERN	Dec. 31, 2014
Notes to Financial Statements
NOTE 2 - GOING CONCERN	The Company’s financial statements are prepared using accounting principles generally accepted in the United States 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 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.

RELATED_PARTY_TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
RELATED PARTY TRANSACTIONS	Dec. 31, 2014
Notes to Financial Statements
NOTE 3 - RELATED PARTY TRANSACTIONS	The Company’s president from time to time, provided advances to the Company for working capital purposes. At December 31, 2013, the Company had a payable to the president of $6,556, which was repaid during the year ended December 31, 2014. These advances are due on demand, non-interest bearing and are included in due to related party on the accompanying consolidated balance sheets.

	Since inception, the Company has utilized office space of an affiliate.

	During the year ended December 31, 2014 the Company’s consulting revenue, totaling $2,250 was from an entity controlled by a relative of the Company’s president.

	During the year ended December 31, 2014 the Company paid its president and chief executive officer, Lisa Nelson, compensation totaling $150,000.

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

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

	On November 17, 2014 the Company issued 3,000,000 shares of common stock to one of the directors with a value of $4,800.

CONVERTIBLE_NOTE_PAYABLE

CONVERTIBLE NOTE PAYABLE	12 Months Ended
CONVERTIBLE NOTE PAYABLE	Dec. 31, 2014
Notes to Financial Statements
NOTE 4 - CONVERTIBLE NOTE PAYABLE	On June 7, 2012, the Company entered into a convertible promissory note agreement with Morgan Wells Inc. Pursuant to the convertible promissory note agreement, the Company issued a note in the principal amount of $5,000. The note bears interest at the default rate of 22% per annum and matured on December 7, 2012. The note is in default. The 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 75% of the lowest closing market price for the Company’s stock during the previous 20 trading days.

	The Company determined that, prior to June 2013, the conversion feature of the convertible note did not meet the criteria of an embedded derivative and therefore the conversion feature was not bi-furcated and accounted for as a derivative because the Company was a private company, 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.

	Since the convertible note included 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.

	In October 2013, the Company issued a convertible promissory note in the principal amount of 28,666. The note bears interest at the rate of 8% per annum and matured July 18, 2014. The note was convertible into shares of the Company’s common stock after 180 days at 50% of the average of the lowest 2 trading prices during the 10 trading days immediately preceding the conversion date. The embedded conversion feature was required to be recorded as a derivative liability adjusted to fair value 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 and $46,665 was recorded as derivative expense. The fair value of the derivative as of December 31, 2013 was $54,501. The Company recorded amortization of the discount of $19,452 and $9,214 for the year ended December 31, 2014 and 2013, respectively. The carrying value of the note as of December 31, 2013, was $7,548, net of remaining discount of $19,452. On May 5, 2014 the Company issued 1,120,519 shares of common stock upon the conversion of the $27,000 convertible debt and $1,145 of accrued interest. No amounts remain outstanding as of December 31, 2014.

	On February 28, 2014, the Company issued a convertible promissory note in the principal amount of $30,000. The note bears interest at the rate of 8% per annum and 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 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 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 issued 35,170,991 shares of common stock upon conversion of $23,034 of principal and $1,302 of accrued interest. Amortization for the year ended December 31, 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.

	On March 4, 2014, the Company issued a convertible promissory note in the principal amount of $20,000. The note bears interest at the rate of 8% per annum and matures March 4, 2015. The note is convertible into shares of the Company’s common stock after 180 days at 50% of the average of the lowest 2 trading prices during the 10 trading days immediately preceding the conversion date. The embedded conversion feature is required to be recorded as a derivative liability adjusted to fair value at each reporting date. The Company recorded an initial derivative liability of $21,600, debt discount of $20,000 and derivative expense of $1,600. The debt discount of $20,000 is being amortized into interest expense over the term of the note. During the year ended December 31, 2014, the Company issued 18,334,750 shares of common stock upon conversion of the $20,000 principal and $980 of accrued interest. No amounts remain outstanding as of December 31, 2014.

	On 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-assessable 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 July 2, 2014 the Company issued a convertible promissory note in the principal amount of $40,000. The note bears interest at the rate of 8% per annum and matures July 2, 2015. The note is convertible into shares of the Company’s common stock after 180 days at 50% of the average of the lowest 2 trading prices during the 10 trading days immediately preceding the conversion date. The embedded conversion feature is required to be recorded as a derivative liability adjusted to fair value at each reporting date. The Company recorded an initial derivative liability of $43,200 debt discount of $40,000 and derivative expense of $3,200. The debt discount of $40,000 is being amortized into interest expense over the term of the note. Amortization for the year ended December 31, 2014, totaled $19,945 and the carrying value of the note as of December 31, 2014, is $19,945, net of unamortized discount of $20,055.

	On July 2, 2014 the Company issued a convertible promissory note in the principal amount of $50,000. The note bears interest at the rate of 8% per annum and matures July 2, 2015. The note is convertible into shares of the Company’s common stock at 50% of the lowest trading price 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 $54,000, debt discount of $50,000 and derivative expense of $4,000. The debt discount of $50,000 is being amortized into interest expense over the term of the note. Amortization for the year ended December 31, 2014, totaled $24,932 and the carrying value of the note as of December 31, 2014, is $24,932, net of unamortized discount of $25,068.

	On December 3, 2014 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.

DERIVATIVE_LIABILITIES

DERIVATIVE LIABILITIES	12 Months Ended
DERIVATIVE LIABILITIES	Dec. 31, 2014
Notes to Financial Statements
NOTE 5 - DERIVATIVE LIABILITIES	The Company estimates the fair value of its embedded conversion features using Monte Carlo simulations and Black Scholes. During the year ended December 31, 2014, the Company used the following assumptions in estimating the fair value of its embedded derivatives:

	Volatility – 188.45% to 404.43%

	Risk Free Rate – 0.10% to 0.16%

	Term – 0.16 to 1.0 Years –

	Dividend Rate – none

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

	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

STOCKHOLDERS_DEFICIT

STOCKHOLDERS' DEFICIT	12 Months Ended
STOCKHOLDERS' DEFICIT	Dec. 31, 2014
Notes to Financial Statements
NOTE 6 - STOCKHOLDERS' DEFICIT	In May 2013, the Company granted 250,000 shares of the Company’s common stock to a member 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, totaling $75,000, based on the most recent sale of common stock in a private placement

	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 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, 2014, the Company has granted 1,000,000 shares under this plan.

	On July 29, 2013 the Company issued 125,000 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 $21,887 during the year ended December 31, 2013 and $30,613 is recorded as deferred stock compensation as of December 31, 2013.

	On August 2, 2013 the Company issued 2,500,000 shares of common stock to one individual with a value of $1,034,250 for one year of legal services. As of December 31, 2013 the Company deferred $673,593 as deferred stock based compensation.

	On September 15, 2013 the Company issued 250,000 shares of common stock to one individual with a value of $18,750 for services.

	On October 28, 2013 the Company issued 3,000,000 shares of common stock to one individual for $15,000 in cash.

	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 December 1, 2013 the Company issued 2,000,000 shares of common stock to one individual for $10,000 in cash.

	On December 4, 2013 the Company issued 1,000,000 shares of common stock to one individual with a value of $47,600 for service.

	On December 5, 2013 the company issued 2,000,000 shares of common stock to two individuals for $10,000 in cash.

	On December 16, 2013 the Company issued 2,000,000 shares of common stock to one individual for $10,000 in cash.

	On January 3, 2014 the Company issued 1,000,000 shares of common stock to one individual for $5,000 in cash.

	On January 9, 2014 the Company issued 1,000,000 shares of common stock for $5,000 in cash.

	On January 14, 2014 the Company issued 300,000 shares of common stock to one individual with a fair value based on recent stock sales, of $11,370 for services rendered.

	On January 28, 2014 the Company issued 393,446 shares of common stock for the conversion of $2,558 of convertible debt and accrued interest.

	On February 4, 2014 the Company issued 394,057 shares of common stock for the conversion of $2,561 of convertible debt and accrued interest.

	On February 6, 2014 the Company issued 200,000 shares of common stock to one entity for services to be rendered over six months. The fair value of $8,000 was recorded as deferred 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 February 7, 2014 the Company issued 1,000,000 shares of common stock to one individual for $5,000 in cash.

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

	On March 7, 2014 the Company issued 1,000,000 shares of common stock to one individual for $5,000 in cash.

	On March 7, 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 $15,500 based on recent sales, was recorded as deferred stock compensation to be amortized into expense over six months, resulting in expenses of $15,500 for the year ended December 31, 2014.

	On March 27, 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 $27,500, based on recent sales, was recorded as deferred stock based compensation to be amortized over six months, resulting in expenses of $27,500 for the year ended December 31, 2014.

	On April 4, 2014 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.

	On April 17, 2014 the Company issued 2,000 shares of common stock valued at $258 based on recent stock sales to one entity for legal services.

	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.

	On April 17, 2014 the Company issued 500,000 shares of common stock valued at $35,700, based on recent stock sales, to one individual appointed to the advisory board. The fair value was recorded as deferred stock based compensation to be amortized over six months, resulting in expenses of $35,700 for the year ended December 31, 2014.

	On May 5, 2014 the Company issued 1,120,519 shares of commons stock valued at $23,027 for the conversion of $22,000 of convertible debt and $1,027 of accrued interest.

	On May 16, 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 21, 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 $11,225, based on recent sales, was recorded as deferred stock based compensation to be amortized over six months, resulting in expenses of $11,225 for the year ended December 31, 2014.

	On June 4, 2014 the 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 June 5, 2014 the Company issued 300,000 shares of common stock to one entity for services to be rendered over six months. The fair value of $8,100, based on recent sales, was recorded as deferred stock based compensation to be amortized over six months, resulting in expenses of $8,100 for the year ended December 31, 2014.

	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.

On June 27, 2014 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 August 1, 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 $6,000, based on recent sales, was recorded as deferred stock based compensation to be amortized over six months, resulting in expenses of $5,000 for the year ended December 31, 2014.

On August 19, 2014 the Company canceled 125,000 shares as a result of the settlement of a pending legal matter.

On September 4, 2014 the Company issued 717,619 shares of common stock for the conversion of $5,000 of convertible debt and $233 of accrued interest.

On September 19, 2014 the Company issued 350,000 shares of common stock to one entity for services to be rendered over three months. The fair value of $3,150, based on recent sales, was recorded as deferred stock based compensation to be amortized over three months, resulting in expenses of $3,150 for the year ended December 31, 2014.

On October 2, 2014, the Company issued 2,552,890 shares of common stock for the conversion of $5,233 of convertible debt and accrued interest.

On October 6, 2014 the Company issued 3,333,333 shares of common stock for the conversion of $10,000 of convertible debt.

On October 14, 2014 the Company issued 3,968,253 shares of common stock for the conversion of $5,000 of convertible debt.

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.

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).

INCOME_TAXES

INCOME TAXES	12 Months Ended
INCOME TAXES	Dec. 31, 2014
Notes to Financial Statements
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.

LEASE

LEASE	12 Months Ended
LEASE	Dec. 31, 2014
Notes to Financial Statements
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.

COMMITMENTS_AND_CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
COMMITMENTS AND CONTINGENCIES	Dec. 31, 2014
Notes to Financial Statements
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.

SUBSEQUENT_EVENTS

SUBSEQUENT EVENTS	12 Months Ended
SUBSEQUENT EVENTS	Dec. 31, 2014
Notes to Financial Statements
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.

	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.

ORGANIZATION_AND_SUMMARY_OF_SI1

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)