s-l.txt

AS filed with the Securities and Exchange Commission
on August 10,2011
Registration NO. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 5-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933

ML CAPITAL GROUP, INC.

(Exact name of registrant as specified in its charter)

Nevada (state or other jurisdiction of Incorporation or Organization)
6199 (Primary Standard Industrial Classification number)
33-1219511 (IRS Employer Identification Number)

16810 Avenue of the Fountains
Fountain Hills, AZ 85268
(480) 516-3394
(Address, including zip code and telephone number including are code
of Registrants Principal Executive Offices)

Lisa Nelson
President and Chief Executive Officer
ML Capital Group, Inc.
16810 Avenue of the Fountains
Fountain Hills, AZ. 85268
(480) 516-3394
(Address including ziD code, and telephonee number.
including area code, of agent for service)

Copies to:

Michael W. Berg, Esq.
8426 Shea
scottsdale, AZ. 85260
Telephone No.: (480) 664-6654
Facsimile NO. : (480) 664-6656

Approximate date of proposed sale to the public: AS
soon as practicable and from time to
time after the effective date of this Registration
statement.

If any of the securities being registered on this Form
are to be offered on a delayed or
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continuous basis pursuant to Rule 415 under the
securities Act of 1933, check the
following box.[x]


If this Form is filed to register additional
securities for an offering pursuant to Rule
462(b) under the securities Act, ,please check the
following box and list the securities
act registration statement number of the earlier
effective registration statement for the
same offering. [ ]


If this Form is a post-effective amendment filed
pursuant to rule 462(c) under the
Securities Act, check the following box and list the
Securities Act registration statement
number of the earlier effective registration statement
for the same offering. [ ]


If this Form is a post-effective amendment filed
pursuant to Rule 462(d) under the
securities Act. check the following box and list the
Securities Act registration statement
number of the earlier effective registration statement
for the same offering. [ ]


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 definitions of" large
accelerated filer," " accelerated filer" and " smaller
reporting company " in Rule 12b-2 of
the Exchange nct. (check one):


Large accelerated filer [ ]
Accelerated filer [ ]
non-accelerated filer  [ ]
Smaller reporting company [x]
(DO not check if a smaller reporting company)


CALCULATION OF REGISTRATION PEE


Title of Each Class   Amount to Be Proposed Maximum Proposed  Amount
of Securities         Registered   Offering Price   Maximum   of
to Be to be Registered             per share        Aggregate Registration
Common Stock                                        Offering
Par value $0.0001                                   Price
per share                500,000     $      0.30     $150.000  $    17.42
Common Stock
Par value $0.0001
per share            14,043,487      $      0.30   $4,213,030  $   489.13
Total                14,543,487      $             $4,363,030  $   506.55


(1)
In the event of a stock split, stock dividend or
similar transaction involving our common
stock, the number of shares registered shall
automatically be increased to cover
the
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additional shares of common stock issuable pursuant to
Rule 416 under the securities Act
of 1933, as amended.

(2)
The reeistration fee for securities to be offered by
the Reeistrant is based on an estimate
of the proposed maximum aggregate offering price of
the securities, and such estimate is
solely for the purpose of calculating the registration
fee pursuant to Rule 457(o).

This registration statement also covers the resale
under a separate resale prospectus (the
"Resale prospectus") by the selling stockholders of
the Registrant of up to 14,043 ,487
shares of common stock, $0.0001 par value per share
(the "common stock").

(4)
The offering price has been estimated solely for the
purpose of computing the amount of
the registration fee in accordance with Rule 457(o).
our common stock is not traded on
any national exchange and in accordance with Rule 457,
the offering price was
determined by the price of the shares that were sold
to our shareholders in a private
placement pursuant to an exemption fiom registration
under the Securities Act. The
of $0.30 is a fixed price at which the selling
stockholders may sell their shares until our
common stock is quoted on a national exchange, at
which time the shares may be sold at
prevai1ing market prices or private1y negotiated
prices.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION
STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY
TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT
THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME
EFFECTIVE INACCORDANCE WITH SECTION
8(A) OF THE SECURITIES ACT OF 1933, OR UNTIL THE
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH
DATE AS THE COMMISSION. ACTING PURSUANT TO SECTION 8(A),
MAY DETERMINE.

Remainder of this page left blank


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ML CAPITAL GROUP, INC.

500.000 SHARES OF COMMON STOCK
This prospectus relates to both (i)the initial public
offering of our common stock. in which we
are offerina a maximum of 500.000 shares of our common
stock, and (ii)the resale by'certain
selling stockholders of ML CAPITAL GROUP. INC. of up
to 14,043.487 shares of common
stock held by selling stockholders of ML CAPITAL
GROUP, INC.. NO public market currently
exists for the securities being offered. while we will
receive proceeds from our own sale of our
common stock, we will not receive any of the proceeds
from the sale of the shares by the selling
stockholders.

In our initial public offering, we are offering for
sale a total of 500,000 shares of common stock
at a fixed rice of 8.30 per share. here is no
minimum nuder of shares that must be sold by us
for the offering to roceed, and we will retain the
proceeds from the sa7e of any of the offered
shares. The offerin is being condu~ted on a
self-underwritten. '2est efforts bas1 s. which means
our President, ~isaels son, will attempt to sell the
shares. This Prospectus will permit our
President to sell the shares directly to the public,
with no commission or other remuneration
payable to her for any shares she may sell. Ms. Nelson
will sell the shares and intends to offer
them to friends, family members and business
acquaintances. In offering the securities on our
behalf, she will rely on the safe harbor from
broker-dealer registration set out in Rule 3a4-1
under the securities and Exchange Act of 1934. The
shares will be offered at a fixed price of

5.30 per share for a period of 16 months from the
effective date of this prospectus.
In the resale b certain sellin stockholders, the
selling stockho ders z will be of7erin our shares
of common stock at a fixed price of 20.30 per share
until our shares are quoted on the OTC
Bulletin Board and thereafter at prevailin market
prices or privately negotiated prices. Eacz of
the selling stockholders may be deemed to be an
"underwriter" as such term is defined in the
securities Act of 1933, as amended (the "securities
net").

There has been no market for our securities and a
public market ma never develop, or, if anymarket
does deveyop, it may not be sustained. our
common stock is not traded on any exchange
or on the over-the-counter market. After the effective
date of the registration statement relating
to this prospectus, we hope to have a market maker
file an application with the Financial
~ndustry ~egulatory Authority for our common stock to
be eligible for trading on the over-the-
counter Bulletin Board. we do not yet have a market

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maker who has agreed to file such
application. here can be no assurance that our common
stock will ever be quoted on a stock
exchange or a quotation service or that any market for
our stock will develop.

Investing in our common stock involves a high degree
of risk. Before buying any shares,
vou should carefullv read the discussion of material
risks of investing in our common stock
in "risk Factors" beginning on paae page 5 of this
prospectus.

Neither the U.S. securities and Exchanae Commission
nor any state securities commission A
has approved or disapproved of anyone's investment in
these securities or determined if
this prospectus is truthful or complete. Any
representation to the contrary is a criminal
offense.

The information in this prospectus is not complete and
may be changed. This prospectus is
included in the registration statement that was filed
by us with the securities and Exchange
commission. we and the selling stock olders may not
sell these securities until the registrationstatement
becomes effective. his prospectus is not an
offer to sell these securities and is not
soliciting an offer to buy these securities in any
state where the offer or sale is not permitted.

The date of this prospectus is August 10,2011

DATED August 10,

Please read this prospectus carefully. It describes
our business, our financial condition and
results of operations. we have pre ared this
prospectus so that vou will have tEe information
necessary to make an informed investment decision.

You should rely only on information contained in this
prospectus. we have not authorized any
other person to provide you with different
information. This prospectus is not an offer to sell,
nor is it seeking an offer to buy, these securities in
any state where the offer or sale is not
permitted. The information in this prospectus is
complete and accurate as of the date on the front
cover, but the information may have changed since that
date.

A CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements
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which relate to future events or our future

financial performance. In some cases you can identifv
forward looking statements by
terminology such as "should", "expects",
"plans" , anticipates believes" , "estimates",
"predicts", "potential" or "continue" or the negative
of these terms or other comparable
terminology. These statements are only predictions and
involve known and unknown risks,
uncertainties and other factors, including the risks
in the section entitled "~isk Factors," that may
cause our or our industry's actual results, levels of
activity, performance or achievements to be
materially different from any hture results, levels of
activity, performance or achievements
expressed or implied by these forward-looking
statements.
while these forward-looking statements, and any
assumptions upon which they are based, are
made in good faith and reflect our current judgment
regardina the direction of our business.
accual results wi11 almost always vary, ' sometimes
materially, from any estimates, predictions,
projections. assumptions or other future performance
sug ested herein. Except as required by
aDD?icable law, includina the securities laws of the
united states,.we do not-intend to update any
of the forward-looking statements to conform these
statements to actual results.

PROSPECTUS SUMMARY

AS used in this prospectus, references to the
"company," "we," "our", "us" or "ML CAPITAL
GROUP. INC." refer to ML CAPITAL GROUP, INC. ~nleSS
the context otherwise indicates.

The following summary highlights selected information
contained in this prospectus. Before
making an investment decision. you should read the
entire prospectus carefully, including the

"Risk Factors" section, the financial statements, and
the notes to the financialstatements:

our company

0
ML CAPITAL GROUP, INC. was incorporated on september27,
2009, under the laws of the state of Nevada, for the
purpose of conducting assistance with financing needs
of Microcapcorporations.

summary Financial Information

The tables and information below are derived from our
audited financial statements for the
period from september 17,2009 (Inception) to May
31,201 1. Our working capital as at May 3 1,

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2011 was $3823.
				As of May 31, 2011
Cash				12,317
totalAssets			12,317
Total Liabilities 		 8,494
stockholder's Equity 		 3,823

				Results of operations
				from inception to May
				21, 2011
statement of Operations
total Expenses			14,884
Net LOSS for the Period 	14,884
Net Loss per share		(0.034)
The offering
securities we are offering up to 500,000 shares of our
common stock
offered:
The selling stockholders are hereby offering up to

14.043.487 shares of our common
stock.
offerin price: The selling stockholders will offer
and sel? their shares of common stock at a fixed
price of $0.30 per share until our shares are quoted
on the OTC Bulletin Board. if our
shares
outstandingprior to offering:

0
shares
outstanding after
offering:

Market for the There is no public market for our
shares. our common stock is not traded on any exchange
or on
common the over-the-counter market. ~fter the
effective date of the registration statement relating

tn +hi<

---. . . -

shares: prospectus, we hope to have a market maker
tile an application with the Financial Indushy

Regulatory Authority ("FINRA") for our common stock to
eligible for trading on the over The
counter Bulletin Board. we do not yet have a market
maker who has agreed to file such
application.

There is no assurance that a trading market will
develop, or. if developed, that it will he sustained.
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Conse uently, apurchaser of our common stock may Fmd
it di?ficult to resell the securities offered
herein should the purchaser desire to do so when
eligible for public resale.

use of
we intend to use the net proceeds from the sale of our
500,000 shares (after deducting estimated

proceeds:
offering ex enses payable by us) as workin capital
for our expyoration activities. see "use o?
proceeds" on page 11for more information on the use
of proceeds. we will not receive any
~roceeds from the sale of shares of common stock bv
the selling stockholders who are
simultaneous1 offering 14,043,487 shares of common
stock under tKis prospectus.

we will not receive any proceeds from the sale of
shares by the selling stockholders.

Risk Factors
l'he common stock offered hereby involves a high
degree of risk and should not be purchased by
investors who cannot afford the loss of their entire
investment. See "~isk Factors" beginning on
page 5.

RISK FACTORS

An investment in our common stock involves a number of
very si nificant risks. YOU should
careful9y consider the following known material risks
and uncertainties in addition to other
information in this DrosDectus in eval uati na our
company and its business' before purchasing
shares of our company's common stock. You could lose
all or part of your investment due to any
of these risks.

RISKS RELATED TO OUR BUSINESS

we require capital for our operations and failure to
raise sufficient funds will cause our
operations to cease and your investment will be lost.

A certain amount of capital is required to carry our
business until revenue streams are in place.
If we are not successful in raising this capital our
business will suffer and may fail with loss of
the entire investment.

we have minimal operations, have never had any
revenues, have no current prospects for
future revenues, and have losses which we expect to
continue into the future. AS a result,
we may have to suspend or cease operations.

u


we have had minimal operations and generated no
operating revenues since inception. we have
no operating history upon which an evaluation of our

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future success or failure can be made. As

of our last financial statement we had an accumulated
deficit of 915,602. we have never had any
revenues from operations and we do not have any
current prospects for future revenues. Our
abilitv to achieve and maintain orofitabilitv and

cash flow is rimarily dependent upon
our abilitv to Locate gusiness entities in need of our
services. based upon current plans, we do
not expect to incur operating losses in future periods
but if sufficient clientele is not available
then losses will be incurred

our operations are subject to various laws and
governmental regulations that could
restrict our future operations and increase our
operating costs.

Many aspects of our operations are subject to various
federal, provincial and local laws and
governmental regulations. ~fthese laws and
regulations are changed, it may affect both the
needed client b&e and the network of professi-nals
that have been recruited to provide services
for the clients.

we depend upon our executive officers and key
personnel .

our performance depends substantially on the
performance of our executive officer, namelv our
president, Lisa elson. ~anagement's.decisions and
choices may negatively affect our financial
results. In addition, the loss of Ms. .Nelson's
services could cause irreparable harm that would
result in the complete loss of your investment.

our future success will also depend to a large extent
our ability to attract, train, retain and
motivate qualified employees for expansion of
operations. competition for talented personnel is
intevse, and we ma z not be able to attract highly
qualified techni ca or manaqeri a1 personnel. In
addition, market conditions-may require us to pay
higher compensation to qua1 ified management
and technical personnel than we currently anticipate.
Any inability to attract and retain qualified
personnel in the future could have a material adverse
affect on our business, prospects, financial
condition and results of operation.

Since our officers and directors have the ability to
be employed by or consult for other
companies, their other activities could slow down our
operations.

Our officers and directors are not requited to work
exclusively for us and does not devote all of
their time to our operations. Therefore, it is

ossible that a conflict of interest with regard to

Ris

time may arise based on employment by other companies.
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Their other activities may prevent
them from devoting full-time to our operations which
could slow our operations and may reduce
our financial results because of the slowdown in
operations. It is expected that our officer and
director will devote between 15 -20 hours per week to
our operations on an ongoin basis, and
when reaui red will devote w'2ole davs and even multi~le
days at 'a stretch when property vikits
are reauired or when extensive analysis of information
is needed. we do not have any written
procedures in place to address conflicts of interest
that may arise between our business and the
business activities of our officers and directors.

Because our current president bas other business
interests, she may not be able or willing
to devote a sufficient amount of time to our business
operations, causing our business to
fail.

LisaNelson, our president and director, currently
devotes approximately fifteen hours per week
providing management services to us. while she
presently possesses adequate time to attend to
our interest. it is ~ossible that the demands on her
from other obligations could increase, with the
result that she would no longer be able to devote
sufficient time to the management of our
business. The loss of MS. .Nelson to our ComDanY could
negatively impact our business
development .

RISKS RELATED TO OUR COMMON STOCK

We are selling our offering of 500,000 shares of
common stockwithout an underwriter and
may be unable to sell any shares.

our offering of 500,000 shares is self-underwritten,
that is, we are not going to enga e the
services of an underwriter to sel 7 the shares; we
intend to sell our shares through our president,
who will receive no commissions. She will offer the
shares to friends, family members, and
business associates, however, there is no guarantee
that she will be able to sell any of the shares.
unless she is successful in sellin all of the shares
and we receive the proceeds from t'2is
offering, we may have to seek alternative financing to
implement our business plan.

Our current management holds significant control over
our common stock and they may
be able to control our company indefdtely.

our management has significant control over our voting
stock which may make it difficult to
com~lete some corDorate transactions without their
support and may prevent a change in
control. our officers and directors. own 48.500.000
shares, or 73.34%, of our outstanding
common stock. AS a result of this substantial

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ownership in our common stock, the officers and
directors will have considerable influence over the
outcome of all matters submitted to our

stockholders for approval, includin the election of
directors. In addition, this owners8ip could
discoura e the acquisition of our common stock by
potentia? investors and could have an anti-
takeover effect, possibly depressing the trading price
of our common stock.

"Penny stock" rules may make buyin or selling our
securities difficult, which may ma I!e
our stock less liquid and make it harder for investors
to buy and sell our securities.

under U.S. federal securities legislation, our common
stock will constitute "penny stock.

Penny stock is any equity security that has a market
price of less than $5.00 per share, subject to
certain exceptions. For any transaction involving a
penny stock, unless exempt, the rules require
that a broker or dealer approve a potential investor's
account for transactions in penny stocks,
and the broker or dealer receive fiom the investor a
written agreement to the transaction, setting
forth the identity and quantity of the penny stock to
be purchased. In order to approve an
investor's account for transactions in penny stocks,
the broker or dealer must obtain financial
information and investment experience objectives of
the person, and make a reasonable
determination that the transactions in penny stocks
are suitable for that person and the person has
sufficient knowled e and experience in financi a1
matters to be capa 8le of evaluating the risks of
transactions in penny stocks. The broker or dealer
must also deliver, rior to any transaction in a
penny sfock, a disc 'Iosure schedule prepared by the
Commlsslon relating to the penny stock
market, which, in highlight form sets forth the basis
on which the broker or dealer made the
suitability determination. Brokers may be less willing
to execute transactions in securities subject
to the "penny stock" rules. This may make-it more
difficult for investors to dispose of our
common stock and cause a decline in the market value
of our stock. ~isclosure a1 so has to be
made about the risks of investing in penny stocks in
both public offerin s and in secondary
trading and about t2e commissions payable to both the
broker-dealer and the registered
representative, current quotations for the securities
and the rights and remedies available to an
investor in cases of fkud in penny stock transactions.
Finally, monthly statements have to be
sent disclosing recent price information for the penny
stock held in the account and information
on the limited market in penny stocks.

There is no liquidity and no established public marker
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for our common stock and we may
not be successful at obtaining a quotation on a
recognized quotation service. In such event
it may be difficult to sell your shares.

There is presently no public market in our shares and
an active trading market in our securities
may not develop or, if developed, may not be
sustained. we intend to have an application filed
on our behalf by a market maker for admission to
quotation of our securities on the OTC Bulletin
Board after this prospectus is declared effective by
the SEC. There can be no assurance that we
will be successful at develooina a oublic market or in
having our common stock quoted on a'
quotation facility such as the OTC Bulletin Board.
ihere are risks associated with obtaining a
quotation, including that broker dealers will not be
willing to make a market in our shares, or to
request that our shares be quoted on a quotation
service. In addition, even if a quotation is
obtained. the OTC Bulletin Board and similar quotation
services are often characterized by low
tradin volumes, and price volatility, which may make
it di fyicul t for an investor to sell our
common stock on acceptable terms. If trades in our
common stock are not quoted on a quotation
facility, it may be very difficult for an investor to
find a buyer for their shares in our Company.

0


We may, in the future, issue additional common shares,
which would reduce investors'
percent of ownership and may dilute our share value.


Our Articles of Incorporation authorize the issuance
of 100,000,000 shares of comnlon stock.


As of Au ust 10,201 1, the Company had 62,543,487
shares o7 common stock outstanding.


Accordiigly, we may issue up to an additional
37,456,513 shares of common stock. The future
issuance of common stock may result in substantial
dilution in the percentage of our common
stock held bv our then existina shareholders. we mav
value any common stock issued in the
future on an arbitrary basis. The issuance of common
stock for future services or acquisitions or
other corporate actions may have the effect of
diluting the value of the shares held by our
investors, and might have an adverse effect on any
trading market for our common stock.


Because we do not intend to pay any cash dividends on
our common stock, our
stockholders wiu not be able to receive a return on
their shares unless they sell them.


we intend to retain any future earnings to finance the
development and expansion of our
business. we do not anticipate paying any cash
dividends on our common stock in the


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foreseeable future. unless we pay dividends, our
stockholders will not be able to receive a return
on their shares unless they sell them. There is no
assurance that stockholders will be able to sell
shares when desi red.

Anti-takeover effects of certain provisions of Nevada
state law hinder a potential takeover
of our company.

~hough not now, in the future we may become subject to
Nevada's control share law. A
corporation is subject to Nevada's control share law
if it has more than 200 stockholders, at least

100 of whom are stockholders of record and residents
of Nevada, and it does business in Nevada
or through an,affiliated corporation. The law focuses
on the acquisition of a "controlling
interest" which means the owners hi^ of outstandina
voting shares sufticient, but for the control d
share law, to enable the acquiring person to exercise
the following proportions of the voting
power of the corporation in the election of directors:

(i)one-fifth or more but less than one-third
(ii)one-third or more but less than a majority, or
(iii)a majority or more. The ability to exercise
such voting power may be direct or indirect, as well
as individual or in association with others.
The effect of the control share law is that the
acquiring erson, and those acting in association
with it, ogtains only such votin rights in the
control shares as are conferred %y a resolution of
the stockholders of the corporation, approved at a
special or annual meeting of stockholders.
The control share law contemplates that voting rights
will be considered only once by the other
stockholders. ~hus, there is no authority to strip
voting rights tiom the control shares of an
acouirina Derson once those riahts have been a~~roved.

.. .

~f'the sfockholders do not grant votin
riahts to the control shares acaui red %v an acaui rina -

person, those shares do not become
permanent non-voting shares. The ac 8uiring person is
kee to sell its shares to others. Ithe
buyers of those shares themselves do not acquire a
controlling interest, their shares do not
become governed by the control share law.

n

~fcontrol shares are accorded full voting rights and
the acquiring person has acquired control
shares with a ma~ority or more of the voting power,
any stockholder of record, other than an
acquiring who has not voted in favor of approval of
voting rights is entitled to demand
fair value for such stockholder's shares.

Nevada's control share law may have the effect of
discouraging takeovers of the company.

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In addition to the control share law, Nevada has a
business combination law which prohibits
certain business combinations between Nevada
corporations and "interested stockholders" for
three years after the "interested stockholder" first
becomes an "interested stockholder," unless
the corporation's board of directors approves the
combination in advance. For purposes of
Nevada law, an "interested stockholder" is any person
who is (i)the beneficial owner, directly or
indirectly, of ten percent or more of the voting power
of the outstanding voting shares of the
corporation, or (ii)an affiliate or associate of the
corporation and at any time within the three
previous years was the beneficial owner, directly or
indirectly, of ten percent or more of the
votina Dower of the then outstandiia shares of the
corporation. The definition of the :erm
"business combination" is sufficiently broad to cover
virtually any kind of transaction that would
allow a potential acqui rer to use the corporation's
assets to finance the acquisition or otherwise
to benefit its own interests rather than the interests
of the corporation and its other stockholders.

The effect of Nevada's business combination law is to
potentially discourage parties interested in
taking control of our company from doing so if it
cannot obtain the approval of our board of
di rectors.

USE OF PROCEEDS

our ublic offering of 500,000 shares is being made on
a seyf-underwri tten basis: no minimum
number of shares must be sold in order for the
offering to proceed. The offerin price per share is
$0.30. The followin table sets ?orth the uses of
proceeds assuming t'2e sale of 25%, 50%, 75%
and loo%, respectively, of the securities offered for
sale by the Company. There is no assurance
that we will raise the full $150,000 as anticipated.

shams shares shares shares
sold sold sold sold

GROSS PROCEEDS
FROM OFFERING

Legal

~ccounting &Audit

-ana ementsalaries
prin?iog
Consulting Fees
mce Expense

TOTAL EXPENSES


S-l.txt

NET ADDITION TO
WORKING CAPITAL 510,000 S23,WO 5 39500 5 66,000

The above fi ures represent only estimated costs. All
proceeds wily be deposited into our
corporate bank account.

U

DETERMINATION OF THE OFFERLNG PRICE

The offering price of the 500,000 shares being offered
has been determined arbitrarily by
us. The rice does not bear any relationship to our
assets, Eook value, earnings, or other
established criteria for valuing a privately held
company. In determining the number of shares to
be offered and the offering price, we took into
consideration our cash on hand and the amount of
money we would need to implement our business plan.
Accordingly, the offering price should
not be considered an indication of the actual value of
the securities. we will not receive any of
the ~roceeds from the sale of the 14.043.487.common
shares being offered for sale by the'
sellina stockholders. which 14.043.487 share shares of
our common stock may'be offered and
sold from time to time by the selling stockholders.

he selling shareholders will sell our shares
at $0.30 per share until our shes are quoted on the
OTCBB, and thereafter at prevailing market
prices or privately negotiated prices. This price was
arbitrarily determined by us.

SELLLNG STOCKHOLDERS

he common shares being offered for resale by the 30
selling stockholders consist of 14,043,487
shares of our common stock. $0.0001 par value.

The following table sets forth the shes beneficially
owned, as of AU ust 10,201 1, by the
selling stockho 9ders prior to the offering by existing
stockholders contem lated b this
pros ectus, the num er E of s ares each selling K

E

stoc holder is offering by this prospectus and the
number of shares which each would own beneficially if
all such offered shares are sold.

Benefi ci a1 ownership is determined in accordance with
securities and Exchange commission
rules, under these rules, a person is deemed to be a
beneficial owner of a security if that person
has or shares voting power, which includes the power
to yote or direct the voting of the security,
or investment power, which includes the power to vote
or direct the voting of the securily. The
person is also deemed to be a beneficial owner of any
security of which that person has a right to
acquire beneficial ownership within 60 days. under the
securities and Exchange commi ssion
rules, more than one erson may be deemed to be a
beneficial owner of t1e same securities, and a

Page 15


s-l.txt

person may be deemed to be a beneficial owner of
securities as to which she or she may not have
any pecuniary beneficial interest. Except as noted
below, each person has sole voting and
investment power.

The percenta es below are calculated based on
14,043,487 s!ares of our common stock issued
and outstanding as of nugust 10,201 1. We do not have

outstanding options, wanants or
ot er securities exercisable for or convertible into
shares of our common stock.

-selling stockholdel
Amanda Borowrki
Barbara Barbgallo
lames collinr
Jennifer Collins
Thomas Gentile
Mic-hellelahnke
John lahnke
Joanne ~eehan
lo-ephMuterPriscilla Muter
Thomas Muter
Dorothea 5erro
Jack serm
Michael Syrmuri ak
Jacob ~hompson
Mashall Varner Sr.
Marshall Varnerlr.
Ste~hanievarner
~yanWi ngensoth
Nancy Yates
Kathv Samarri~a
~oug-vanham'
Micrhele El kie
Tait Elkie
Pete Dunn
lames Ray
Tony Muratare
Vincent Barbagalla
~imlenustin
phi1 Radakis
TOTAL
sharer
owned
Before
the offering


sharer to be
wered for
the

Shareholder's

Total Shares
owned nfter
the offering
is


Percentage of
sharer Owned
nfter the

Offering is
tomlllete


None of the selling stockholders has a relationship
with us other than as a shareholder, has ever
been one of our officers or directors, or is a
broker-dealer reqistered under the Securities
Exchange nct, as-amended, or an afi iliate of such a
brokerdealer.

we may require the sellin stockholders to suspend the
sales of the securities o7fered by this
prospectus upon the occurrence of any event that makes
anv statement in this DrosDectus, or the
reiated registration statement, untrue in any material
respect, or that requires the chanqinq of the
statements in these .documents in order to make
statements in those documents not misleading.

we will file a post-effective amendment to the
registration statement to reflect any such material
changes to this prospectus.

DILUTION

he price of our offering our offerin of 500,000
shares is fixed at $0.30per share. Tzis price is
significantly higher than the $0.0001 price per share
issued to the company's officers and
directors, for services rendered to the company.
Dilution represents the difference between the
offering price and the net tangible book value per
share immediately after colnpletion of this
offering. Net tangible book value is the amount that
results from subtracting total liabilities and
intangible assets from total assets. Dilution arises
mainly as a result of our arbitrary
determination of the offerin price of the shares
being offered. ~ilutionof t8e value of the
shares you purchase is also a result of the lower book
value of the shares held by our existing
stockholders. The following tables compare the
differences of your investment in our shares
with the investment of our existing stockholders.

AS of nugust 10,201 1, the net tangible book value of
our shares of common stock was $3,823or
$0.001 per share based upon 63,043,487shares
outstanding.

~xistine Stockholders if all of the Shares are Sold

Price per share
Net tangible book value per share before offering
Potential ain to existing shareholders
Net tangib 4 e book value er share after offering
Increase to present stoc Rholders in net tangible book
value per share after offering
capital contributions
Number of shares outstanding before the offering

Page 19


s-l.txt
Number of shares after offering held by existing
stockholders
Percentage of ownership after offering

PLAN OF DISTRIBUTION

Plan of Distribution for the Company's Initial public
offering of 500,000 shares

ML CAPITAL GROUP, INC. has 62,543,487 common shares of
common stock issued and
outstanding as of the date of this prospectus. The
Company is registering an additional 500,000
shares of its common stock for sale at the price of
$0.30 per share. There is no arrangement to
address the possible effect of the offering on the
price of the stock.

In connection with the company's selling efforts in
the offerina. ~isaNelson will not reaister as
a broker-dealer pursuant to Section 15 of the Exchange
~ct.but rather will rely upon the "safe
harbor" provisions of sEC Rule 3a4-1, promulgated
under the Securities Exchange nct of 1934,
as amended (the "Exchange Act"). Generally speaking,
Rule 3a4-1 provides an exemption from
the broker-dealer registration requirements of the
Exchange Act for persons associated with an
issuer that participate in an offerina of the issuer's
securities. MS. is not subject-to any

N~ISO~
statutory disqualification, as that term is defined in
section 3(a) (39) of the Exchange Act. Ms.
Nelson will not be compensated in connection with her
participation in the offerin by the
payment of commissions or ot'2er remuneration based
either directly or indirectly on transactions
in our securities. MS. Nelson is not, nor has she been
within the past 12 months, a broker or
dealer, and she is not, nor has she been within the
past 12 months, an associated person of a
broker or dealer. At the end of the offering, Ms.
Nelson will continue to primarily perform
substantial duties for the Company or on its behalf
otherwise than in connection with
transactions in securities. MS. Nelson will not
participate in selling an offering of securities for
any issuer more than once ever 12 months other than
in reliance on Exchange Act Ruye 3a4-

l(a)(4)(i) or (iii).

ML CAPITAL GROUP. [NC. will receive all proceeds fiom
the sale of the 500,000 shares being
offered. The price per share is fixed at $0.30 for the
duration of this offerina. nlthouah our
common stock is not listed on a public exchange or
quoted over-the-counter, we intend to seek to
have our shares of common stock quoted on the OTC
Bulletin Board. In order to be quoted on
the OTC Bulletin Board, a market maker must file an
application on our behalf in order to make

Page 20


5-l.txt

a market for our common stock. There can be no
assurance that a market maker will agree to file
the necessary documents with FINRA, nor can there be
any assurance that such an application
for quotation will be approved. However. sales by the
company must be made at the fixed price
of $0.30 until a market develops for the stock.

he Company's shares may be sold to purchasers from
time to time directly by and subject to the
discretion of the Company. Further, the Company will
not offer its shares for sale through
underwriters, dealers, agents or anyone who may
receive compensation in the form of
underwriting discounts, concessions or commissions
from the Company andlor the purchasers of
the shares for whom they may act as agents. The shares
of common stock sold by the company

U
may be occasionally sold in one or more transactions;
all shares sold under this prospectus will
be sold at a fixed price of $0.30 per share.


In order to comply with the applicable securities laws
of certain states, the securities will be
offered or sold in those only if they have been
registered or qualified for sale; an exemption from
such re istration or if qualification requirement is
availab9e and with which ML CAPITAL
GROUP, INC. has complied.


In addition and without limiting the foregoing, the
Company will be subject to applicable
~rovisions, rules and reaulations under the Exchanae


-

~ct

with regard to security transactions
during the period of time when this Registration
Statement is effective.

MI, CAPITAL GROUP, INC. will pay all expenses
incidental to the registration of the shares

(including registration pursuant to the securities
laws of certain states).

Plan of Distribution for the offering of 14,043,487
Shares by the selling stockholders

As of the date of this prospectus, there is no market
for our securities. ~fterthe date of this
prospectus, we expect to have an application filed
with the Financial Industry Regulatory
~uthorityfor our common stock to be eligible for
tradins on the OTC Bulletin Board. until our
common-stock becomes eligible for trading on the OTC
Bulletin Board, the selling stockholders
will be offering our shares of common stock at a fixed
price of $0.30 per common share. After
our common stock becomes eligible for trading on the
OTC Bulletin Board, the selling
stockholders may, from time to time, sell all or a
portion of the shares of common stock on OTC
Bulletin Board, in privately negotiated transactions

Page 21


s-1. txt

or otherwise. After our common stock

becomes eligible for trading on the OTC Bulletin
Board, such sales may be at fixed prices
prevailing at the time of sale, at prices related to
the market prices or at negotiated prices.

After our common stock becomes eligible for trading on
the oTC Bulletin Board, the shares of
common stock being offered for resale by this

rospectus may be sold b the selling stockholders
py one or more of the foylowing methods, without
limitation:

ordinary brokerage transactions and transactions in
which the broker solicits purchasers;

privately negotiated transactions;

market sales (both long and short to the extent
permitted under the federal securities laws) ;

at the market to or through market makers or into an
existing market for the shares;

through transactions in options, swaps or other
derivatives (whether exchange listed or
otherwise) ; and

a combination of any of the aforementioned methods of
sale.

0
In the event of the transfer by any of the selling
stockholders of its shares of common stock to
any pledgee, donee or other transferee, we will amend
this prospectus and the registration
statement of which this prospectus forms a part by the
filing of apost-effective amendment in
order to have the pledgee, donee or other transferee
in place of the selling stockholder who has
transferred his, her or its shares.

In effecting sales, brokers and dealers engaged by the
selling stockholders may arrange for other
brokers or dealers to participate. srokers or dealers
may receive commissions or discounts from
a selling stockholder&, if of the broker-dealers ac&
an aqent for the purchaser of such
shares, from a purchaser in amounts to be negotiated
which are not expected to exceed those
customary in the types of transactions involved.
Before our common stock becomes eligible for
trading on the OTC Bulletin Board, broker-dealers may
agree with a selling stockholder to sell a
specified number of the shares of common stock at
aprice per share of $0.30. After our
common stock becomes eligible for trading on the OTC
Bulletin Board, broker-dealers may

Page 22


5-l.tXt

agree with a selling stockholder to sell a specified
number of the shares of common stock at a
stipulated price per share. Such an agreement may also
reauire the broker-dealer to purchase as
principal any unsold shares of common stock at the
price reaui red to fulfill the broker-dealer
commitment to the selling stockholder if such
broker-dealer is unable to sell the shares on behalf
ofthe selling stockholder. sroker-dealers who acquire
shares of common stock as principal may
thereafter resell the shares of common stock from time
to time in transactions which may involve
block transactions and sales to and through other
broker-dealers, including transactions of the
nature described above. After our common stock becomes
eli ible for tradin on the OTC
sulyetin Board, suc! sales by a broker-dealer could be
at prices and on terms then prevailing at
the time of sale, at prices related to the
then-current market price or in negotiated

-

transactions. In
connection with such re-sales. the broker-dealer may
pay to or receive from the purchasers of the
shares commissions as described above. The sell ing
stockholders and any broker-dealers or
agents that participate with the selling stockholders
in the sale of the shares of common stock
may be deemed to be "underwriters" within the meaning
of the securities Act in connection with
these sales. In that event, any commissions received
by the broker-dealers or agents and any
profit on the resale of the shares of common stock
purchased by them may be deemed to be
underwriting commissions or discounts under the
Securities Act.

From time to time, any of the selling stockholders may
pledge shares of common stock pursuant
to the margin provisions of customer agreements with
brokers. upon a default by a selling
stockholder, their broker may offer and sell the
wledaed shares of common stock from time to
time: After our common stock becomes eligible for
tradin on the OTC Bulletin Board, upon a
sale o ? the shares of common stock, the selling
stockholders intend to comply with the
pros ectus delivery requirements under the securities
Act gy delivering a prospectus to each
purchaser in the transaction. we intend to file anv
amendments or other necessary documents in
compliance with the securities act that mav be
required in the event any of the selling
stockholders defaults under any customer agreement

-

with brokers.

TO the extent required under the securities ~ct, a
post effective amendment to this registration
statement will be filed disclosing the name of any
broker-dealers, the number of shares of
common stock involved, the price at which the shares
of common stock is to be sold, the
commissions paid or discounts or concessions allowed
to such broker-deal ers, where appl icab1 e,


that such broker-dealers did not conduct anv
investigation to verify the information set-out 01
incorporated by reference in this prospectus and other
facts material to the transaction.

we and the selling stockholders will be subject to
a plicable provisions of the Exchange Act and
tRe rules and regulations under it, including, without
limitation, Rule lob-5 and, insofar as a
selling stockholder is a distribution participant and
we, under certain circumstances, may be a
distribution participant, under Regulation M. All of
the foregoing may affect the marketability
of the shares of common stock.

~ll

expenses of the registration statement including,
but not limited to, legal, accountin
printing and mailing fees are and wi 4ibe borne by us.
Any commissions, discounts or other fees
payable to brokers or dealers in connection with any
sale of the shares of common stock will be
borne by the selling stockholders, the purchasers
participating in such transaction, or both.

Any shares of common stock covered by this prospectus
which qualify for sale pursuant to Rule

144 under the securities ~ct, as amended, may be sold
under ~ule 144 rather than pursuant to
this prospectus.

Penny stock Rules

The Securities Exchange Commission has also adopted
rules that regulate broker-dealer practices
in connection with transactions in "penny stocks" as
such term is defined by Rule 159-9. Pennystocks are
generally equity securities with a price of
less than $5.00 (other than securities
registered on certain national securities exchanges or
quoted on the NASDAQ system provided
that current price and volume information with respect
to transactions in such securities is
provided by the exchange or system).

The shares offered by this prospectus constitute penny
stock under the securities and Exchange
Act. The shares will remain penny stock for the
foreseeable future. T she classification of penny
stock makes it more difficult for a broker-dealer to
sell the stock into a secondary market, which
makes it more difficult for a purchaser to liquidate
his or her investment. Any broker-dealer
engaged by the purchaser for the purpose of selling
his or her shares in our company will be
subject to the penny stock rules.

The penny stock rules reauire a broker-dealer. prior

.. .

to a'transaction in a penny stock not
otherwise exempt from those rules, deliver a
standardized risk disclosure document prepared by

Page 24


5-l.txt

the commission, which: (i)contains a description of
the nature and level of risk in the market for
penny stocks in both public offerings and secondary
trading; (ii)contains a description of the
broker s or dealer's duties to the customer and of the
rights and remedies available to the
customer with respect to a violation to such duties or
other requirements of securities' laws;

(iii)contains a brief, clear, narrative description
of a dealer market, including bid and ask prices
for oennv stocks and sianificance of the soread
between the bid and ask-price; (iv) contains a
toll -free telephone number for inquiries on
disciplinary actions; (v) defines significant terms in
the disclosure document or in the conduct of trading
in penny stocks; and (vi) contains such other
information and is in such form as the commission
shall require b rule or regulation. l'he

T

broker-dealer a so must provide to the customer,
prior to effecting any transaction in a penny

n

U

stock, (i)bid and offer quotations for the penny
stock; (ii)the compensation of the broker-dealer
and its salesperson in the transaction; (iii)the
number of shares to which such bid and ask prices
apply, or other comparable information relating to the
depth and liquidity of the market for such
stock; and (iv) monthly account statements showing the
market value of each penny stock held in
the customer's account.

In addition. the Dennv stock rules reauire that ~rior
to a transaction in a' penny stock not '
otherwise exemDt from those rules; the broker-dealer
must make a special written determination
that the penny stock is a suitable investment for the
purchaser and receive the purchaser's written
acknowledgment of the receipt of a risk disclosure
statement, a written agreement to transactions
involving penny stocks, and a signed and dated copy of
a written suitability statement. These
disclosure requirements will have the effect of

the tradin activity in the secondary
marketreduci nyor our stoc& because it will be subiect to
these penny stock rules. Therefore, <
stockholders may have difficultv sellina those

-

securities.

REGULATION M

During such time as we may be engaged in a
distribution of any of the shares we are registering
bv this reaistmtion statement, we are reauired to
comply with Regulation M. In
Re ulation M precludes any se anyafyiliated purchasers
and any broker-dealer or other person who participates
in a distribution from biddina for or ~urchasina. or
attemotina to induce any person to'bid for or purchase;
any security which is the subject of the distribution
until the entire distribution is complete. Regulation

Page 25


s-l.txt

M defines a "distribution" as an offerina of
securities that is distin uished from ordinary trading
activities by the magnitu 8e of the offenhg
and the presence of special selling efforts and
selling methods. Regulation M also defines a
"distribution oarticioant" as an underwriter.
prospective underwriter, broker, dealer. or other
person who has agreed to participate or who is
participating in a distribution.

~eaulationM under the Exchanae Act orohibits. with
ceFtain exceptions, in a
distribution from bidding for or purchasing, for an
account in which the participant has a
beneficial interest, any of the securities that are
the subiect of the distribution. Reaulation M also
governs-bids and purchases made in order to stabilize
the price of a security in connection with a
distribution of the securit . we have informed the
sellin shareholders that ttle anti-
manipuyation provisions of ~egulation M may apply to
the sales of their shares offered by this
prospectus, and we have also advised the sellin
shareholders of the requirements for delivery o ?
this prospectus in connection with any sales of the
common stock offered by this prospectus.

DESCRIPTION OF SECURITIES

ORGANIZATION WITHIN THE LAST FIVE YEARS

on September 27,2009, the Colnpany was incorporated
under the laws ofthe State of Nevada.
we were formed to provide financial consulting se-ces.
we are in the,exploration stage, and
have not realized any revenues from our operations.


U

~isaNelson has served as our President and chief
Executive Officer, Secretary and Treasurer,
from September 27,2009, until the current date. our
board of directors is comprised of:

Li saNel son

Milton Masson

Cecil Yates

peck King

we are authorized to issue 100,000,000 shares of
common stock, par value $.0001 per share. In
October 2009, we issued restricted shares of common
stock to our directors, and to consultants as
follows :

Lisa Nel son-~i rector
Mi1 ton Masson- Di rector
cecil Yates
peck King
Anthony Muratore
James Ray


Nicole Austin

Vincent Barbagal lo
Phil Kadaris

After the issuance, sold an aggregate of 43.487 shares
of common stock to 23 individual
purchasers, each of whom paid $0.30 per share of the
Company's common stock. Each of the
23 purchasers purchased common stock in consideration
for an aggregate purchase price of
$13,245.

Markets

we remain in the start up stage. we have not generated
revenues yet. However, we intend to
acqui re new cl ient organizations . The avai 1 abi 1 ity of
a ready market and the prices obtained for
our services will vary with the business cycle, of
which we have no control. AS a general rule
there are small and medium sized companies needing our
type of services at all times.

Competition

There are manv individuals ~rovidina the same services
as ML capitalz~roup, Inc., but none-that
can provide the depth of our coverage. ~fwe are
successful, then it is expected that additional
competition wi 11 be forthcoming.

Insurance

we do not maintain any insurance and do not intend to
maintain insurance in the future. Because
we do not have any insurance, if we are made a party
of a legal action, we may not have
sufficient funds to defend the litigation. ~fthat
occurs a judgment could be rendered against us
that could cause us to cease operations.

0
Employees; ~dentification of Certain Signif-cant
Employees.

We are an exploration stage company and currently have
no employees. Lisa Nelson, our CEO,
and Milton Masson are a non-employee officers and
directors of the company. we intend to
hire employees on an as needed basis.

our executive offices are currently located at 16810
Avenue of the Fountains., Fountain ~ills,
Az 85268. This is the office ~rovided bv our Officer
and Director LisaNelson. we db not pay '
any rent to Ms Nelson and there is no agreement to pay
any rent in the future. our telephone
number is (480) 516-3394.

Government Regulation


5-1.txt

we will be required to comply with all regulations,
rules and directives of governmental
authorities and agencies applicable financial
operations in any jurisdiction which we would
conduct activities.


Legal Proceedings


we are not currently a party to any legal proceedings,
and we are not aware of any pending or
potential legal actions.


MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS


MARKET INFORMATION


ADMISSION TO QUOTATION ON THE OTC BULLETIN BOARD


we intend to have our common stock be quoted on the
OTC Bulletin Board. If our securities are
not quoted on the OTC Bulletin Board, a security
holder may find it more difficult to dis ose of,
or to obtain accurate quotations as to tRe market
value of our securities. The OTC Bulletin Board
differs from national and regional stock exchanges in
that it:


(1) is not situated in a single location but operates
through communication of bids, offers and
confirmations between broker-dealers, and (2)
securities admitted to quotation are offered by one
or more ~roker-dealers rather than the "specialist"
common to stock exchanges.
To qualify for quotation on the OTC Bulletin Board, an
equity security must have one registered
broker-dealer, known as the market maker, willing to
list bid or sale quotations and to sponsor
the comoanv listina. we do not vet have an aareement
with a be istered 6roker-dealer; as the 0
2

market ma er, willing to list bid or sale quotations
and to sponsor the company listing. ~fthe
company meets the qualifications for trading
securities on the OTC Bulletin Board our securities

0
will trade on the oTc Bulletin Board until a fut-ue
time, if at all, that we apply and qualify for
admission to quotation on the NASDAQ Capital Market.
we may not now and it may never
qualify for quotation on the OTC ~ulletin Board or be
accepted for listing of our securities on
the NASDAQ capital Market.

TRANSFER AGENT

we have engaged Platinum stock Transfer as transfer
a ent to serve as transfer agent for shares

o? our common stock. Platinum stock Transfer is
registered with the securities and Exchange
commission of the united States.
HOLDERS
Page 28


s-l.txt

AS of nu ust 10,2011, the company had 62,543,487
shares o8 our common stock issued and
outstanding held by 30 holders of record.

The selling stockholders are offering hereby up to
14,043,487 shares of common stock at a price
of $0.30 per share.

DIV~DEND POLICY

we have not declared or paid dividends on our common
stock since our formation, and we do
not anticipate paying dividends in the foreseeable
future. Declaration or payment of dividends, if
any, in the future, will be at the discretion of our
Board of Directors and will depend on our then
current financial condition, results of operations,
capital requirements and other factors deemed
relevant by the Board of Directors. here are no
contractual restrictions on our ability to declare
or pay dividends. see the Risk Factor entitled
"BECAUSE WE DO NOT INTEND TO PAY
ANY CASH DIWDENDS ON OUR COMMON STOCK, OUR
STOCKHOLDERS WILL
NOT BE ABLE TO RECEIVE A RETURN ON THEIR SHARES UNLESS
THEY SELL
THEM.


SECURITIES AUTHORIZED UNDER EQUITY COMPENSATION PLANS


we have no equity compensation or stock option plans.
we may in the future adopt a stock
option plan as our activities progress.


MANAGEMENT'SDISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION


AND RESULTS OF OPERATION


certain statements contained in this prospectus,
including statements regarding the anticipated
development and expansion of our business, our intent,
belief or current expectations, primarily
with respect to the future operating performance of
the Company and the products we expect to
offer and other statements contained herein regarding
matters that are not historical facts, are
"forward-looking" statements. Future filings with the
Securities and Exchange Commission,
future press releases and future oral or written
statements made by us or with our approval,
which are not statements of historical fact, may
contain forward-looking statements, because


L1

such statements include risks and uncertainties,
actual results may differ materially from those
expressed or implied by such forward-looking
statements.

All forward-looking statements speak only as of the
date on which they are made. we undertake
Page 29


5-1. txt
no obligation to update such statements to reflect
events that occur or circumstances that exist
after the date on which they are made.

PLAN OF OPERATION

our cash balance is $12,317 as of May 31,201 1. We
believe ow cash balance is not sufficient
to fund our limited levels of operations beyond one
year's time.

Ow independent registered public accountant has issued
concern opinion. This means
that t ere is substantial doubt that can continue

a goin# we
as an on- oing business for the next twelve
months un 9ess we obtain additional capital to pay our
bills. his is because we have not
generated revenues and no revenues are anticipated
until we complete our initial business
development. There is no assurance we will ever reach
that stage.

TO meet our need for cash we are attempting to raise
money from this offering. we believe that
we will be able to raise enough money through this
offering to expand operations but we cannot
auarantee that once we exoand ooerations we will stav
in business after doing so. ~fwe are
unable to successfully find customers we may quickly
use up the proceeds from this offering and
will need to find alternative sources. ~tthe present
time, we have not made an arrangements to
raise additional cash, otx er than through this
offering.

~f we need additional cash and cannot raise it, we
will either have to suspend operations until we
do raise the cash, or cease operations entirely. Even
if we raise $150,000 from this offering, it
will last one year, but we may need more funds to
develop growth strateiy! and we will have to
revert to obtaining a dl tional money.

If we do not obtain the maximum or less than 50% of
the maximum proceeds, we may need to
borrow additional funds to continue our business plan
within next twelve months. we cannot
orovide investors with anv assurance that we will be
able to raise sufficient funds to roceed with
any work or activities of the deve 7opment program. we
plan to raise additional funding for
develo~ment bv way of a private debt or equityfinandng,
but have not commenced any activities to raise such funds
and have no current plans on how to raise such funds.

we believe we can satisfi our cash requirements during
the 12 months following completion of
ow public offering. we will not be conducting any
product research or development.
we expect to complete our public offering within 10
days after the effectiveness of our
registration statement by the securities and Exchange

Page 30


commissions. we intend to concentrate
our efforts on raising capital during this period.


our operations will be limited due to the limited
amount of funds on hand. In the twelve
months, following completion of our public offering we
plan to do the following activities to
expand ow business operations.


1.
Research on line, attend trade shows and contact our
associates in several industrys. we plan
to have this list of properties completed after two
months following completion of our publicoffering.
L.
In the third and fou& months after completion of our
offering if maximum amount of shares is
sold we plan to set up office and acquire the
necessary equipment to be in operations. our
officers and directors wi41 handle our administrative
duties.
under our current o erating plan, we believe that it
is not possible to Rnow when we will start to
generate revenue from Operations. we do not have
sufficient cash and cash e uivalents to
execute our operations, anj we will need the funds
from this offerina to commence our ~laned
business activities. we may also need to obtain
additional financing to operate our business for
the twelve months following completion of our public
offering. Additional financing, whether
through public or private equity or debt financing,
arrangements with the security holder or
other sources to fund o erations, may not be
available, or if availagle, may be on terms
unacceptable to us. our ability to maintain sufficient
liquidity is dependent on our ability to raise
additional capital .

If we are unable to tind and acquire new client
company's, we may have to suspend or cease
operations. If we cannot generate sufficient revenues
to continue operations, we will suspend or
cease operations. If we cease operations, we likely
will dissolve and file for bankruptcy and
shareholders would lose their entire investment in our
company.

Lisa ~elson, our president will be devoting
approximately 48% of her time to our operations.

Once we expand operations, Ms. Nelson has ayeed to
commit more time as required. Because
Ms. Nelson will onlv be devotina limited time to our
operations, our operations may 6e sporadic
and occur at times which are convenient to her. AS a
result, operations may be periodical1 y
interrupted or suspended which could result in a lack
of revenues and a cessation of operations.

Page 31


OFF-BALANCE SHEET ARRANGEMENTS

we have no off-balance sheet arranaements that have or
are reasonably likely to have ,a current
or future effect on our fmancial condition, changes in
financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures
or capital resources.

LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL

There is no historical financial information about us
upon which to base an evaluation of our

erformance. we are in start-up stage operations and
Rave not generated any revenues. we
cannot guarantee we will be successful in our business
operations. our business is subject to

0
risks inherent in the establishment of a new business
enterprise, includin limited capital
resources and ~ossib overruns due to rice and

9e cost
cost increases' in services and products.

we have no assurance that future hancine will be
available to us on acce-table terms. If

financing is not available on satisfactory terms, we
may be unable to $ontinue,.develop or
expand our o erations. ~quity financing could result
in additiona 7 dilution to existing
shareholders.

RESULTS OF OPERATIONS

From Inception on September 22,2009 to May 31,2011

our loss since inception is $15,602 related primarily
to professional fees, a management fees, the
incorporation of the Company, bank charges and office
supplies . we have not meaningfully
commenced our proposed business operations and will
not do so until we have completed this
offering.

since inception, we have offered and exchanged
48,500,000 shares of common stock to our
officers and directors, at a purchase price of $0.0001
per share, for aggregate cost of $4,850, and

(ii)offered and sold 41.587 shares of our common
itoik to 23 investors, at a purchase price of
$0.30 per share, for aggregate proceeds of $12,915
LIQUIDITY AND CAPITAL RESOURCES
AS of May 3 1,201 1, the Company had $ 12,3 17 cash
and our liabilities were $8,494, consisting
of primarily professional fees, a management fees, the
incorporation of the Company, bank

Page 32


S-1.txt
charges and ofi ce supplies. The avai 1 able capital
reserves of the company are not sufficient for
the company to remain operational.

TO meet a small part our need for cash we are
attempting to raise money from this offering. we
cannot auarantee that we will be able to sell all the
shares required. ~fwe are successful, anymoney raised
will be applied to the items set forth in
the use of proceeds section of this
prospectus. we will attempt to raise the necessary
funds to Droceed with all Dhases of our ~lan
of operat<on. The sources of funding we may consider
to fund this work include a public
offering, a private placement of our securities or
loans from our director or others.

AS of the date of this registration statemenf the
current funds available to the company will not
be sufficient to continue maintaining a reporting
status.

Our auditors have issued a "goin concern" opinion.
meanina that there is substantia 7 doubt if we
can continue as an on-going business for the next
twelve months unless we obtain additional
capital. No substantial revenues are anticipated until
we have completed the financin from this
offering and implemented our p7an of operations. Our
only source for cash at this time is
investments by others in this offering. we must raise
cash to implement our strategy and stay in

0
business. The amount of the offering will likely allow
us to operate for at least one year and have
the capital resources required to cover the material
costs with becoming a public1 y reporting.

l'he Company anticipates over the next 12 months the
cost of being a reporting public company
will be approximately $10,000.

we are hi hly dependent upon the success of the
private o?ferings of equity or debt securities, as
described herein. Therefore, the failure thereof would
result in the need to seek capital eom
other resources such as taking loans, which would
likely not even be possible for the Company.

However, if such financing were available, because we
are an exploration stage company with
no operations to date, we would likely have to pay
additional costs associated with high risk
loans and be subject to an above market interest rate.
~tsuch time these funds are reauired.
management would evaluate the terms of such debt
ficing. ~fthe company cannot raise
additional proceeds via a private placement of its
equity or debt securities, or secure a loan, the
Company would be required to cease business
operations. As a result, investors would lose all of
thei r investment.

Page 33


Management believes that current trends toward lower
caoi tal investment in start-up comoam es,
of?er challenges to the company's kuccess over the
next year and in future years. Additionally,
the Company will have to meet all the financial
disclosure and reporting requirements associated
with being a 7ublicly reporting company. The Company's
management wi 1 have to spend
additional time on policies and procedures to make
sure it is compliant with various regulatory
requirements, especially that of section 404 of the
Sarbanes-Oxley ~ct This additional

of 2002.
corporate governance time required of management could
limit the amount of time management
has to implement is business plan and impede the speed
of its operations.

Should the Company fail to sell less at least 50% of
its shares under this offering the Company
would be forced to scale back or abort completely the
imp1 ementation of its 12-month plan of
operation.

SIGNIFICANT ACCOUNTING POLICLES

BASIS OF PRESENTATION

The Company reports revenues and expenses using the
accrual method of accounting for
financi a1 and tax reporting purposes.

USE OF ESTIMATES

Management uses estimates and assumptions in preparing
these financial statements in
accordance with generally accepted accounting
principles. Those estimates and assumptions
affect the reported amounts of assets and liabilities.
the disclosure of contingent assets and
liabilities, and the reported revenues and expenses.

INCOME TAXES

I]


The Company accounts for income taxes under ASC 740
"~ncome Taxes" which codified SFAS
109, "Accounting for Income Taxes" and FIN 48
"Accounting for uncertainty in Income Taxes
an Interpretation of FASB statement No. 109." under
the asset and liability method of Asc
740, deferred tax assets and liabilities are
recognized for the future tax consequences
attri butable
to differences between the financial statements
carrying amounts of existing assets and liabilities
and their resoective tax bases. Deferred tax assets
and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years
in which those temporary differences are
expected to be recovered or settled. under ASC 740.
the effect on deferred tax assets and
liabilities of a change in tax rates is recognized in

Page 34


s-l.txt

income in the period the enactment occurs. A

valuation allowance is provided for certain deferred
tax assets if it is more likelv than not that the
company will not realize tax absets through future
operations.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Accounting standards codification Topic 820,

iscl closures bout Fair value of Financial
~nstruments", requires the Company to disclose, when
reasonably attainable, the fair market
values of its assets and liabilities which are deemed
to be financial instruments. The,Companyls
financial instruments consist primarily of cash.

PER SHARE INFORMATION

The Company computes net loss per share accordance
with Fnss nsc 205 "Earnings per
share". FASB Asc 205 requires presentation of both
basic and diluted earnings per share (EPS)
on the face of the income statement. Basic EPS is
computed by dividing net loss available

to common shareholders (numerator) by the weighted
average number of shares
outstanding (denominator) during the period. Diluted
EPS gives effect to all potentially dilutive
common shares outstanding during the period. Diluted
EPS excludes all potentially dilutive
shares if their effect is anti-dilutive.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS

The Directors and Officers currently serving our
company is as follows:

Name Age Position
Lisa Nelson president Treasurer,
Director
Milton Mason
Cecil Yates

The directors named above will serve until the next
annual meeting of the stockholders or until
his respective resignation or removal from office.
Thereafter, directors are anticipated to be
elected for one-year terms at the annual stockholders'
meeting. officers will hold their positions
at the pleasure of the Board of Directors, absent any
employment agreement; of which none
currently exists or is contemplated.

DIRECTOR INDEPENDENCE

our board of directors is currently composed of four
members, two do qualify as an independent
director in accordance with the pub1 ished listing
requirements of the NASDAQ Global Market
(the Company has no plam to list on the NASDAQ Global

Page 35


5-1. txt

Market). he NASDAQ
independence definition includes a series of objective
tests, such as that the director is not, and
has not been for at least three years, one of our
employees and that neither the director, nor any of his
famil members has engaged in various types of
business deayings with us. In addition, our
board of directors has not made a subjective
determination as to our director that no relationships

exist which, in the opinion of our board of directors,
would interfere with the exercise of
independent judgment in canying out the
responsibilities of a director, though such subjective

determination is required by the NASOaq rules. Had our
board of directors made these
determinations, our board of directors would have
reviewed and discussed information provided
by our director and us with regard to our director's
business and personal activities and
relationships as thev mav relate to us and our
management.

SIGNIFICANT EMPLOYEES AN0 CONSULTANTS

Our CEO and director, Lisa Nelson, in not an employee
of the Company. Ms Nelson. is an
independent contractor/consultant to the Company. we
currently have no employees .

CONFLICTS OF INTEREST

since we do not have an audit or compensation
commi ttee comprised of independent directors,
the functions that would have been performed by such
committees are ~erformed bv our director.

he Board of oirectors has-not established an audit
committee and does not have an audit
committee financial expert, nor has the Board
established a nominatin committee. The Board is
of the opinion that sucil committees are not necessary
since the Company is an early exploration
staae comDanv and has onlv one director. ' and to date.
such director has been ~erforming the
functions of such committees. Thus, there is a
potential conflict of interest in that our director
and officer has the authority to determine issues
concerning management compensation,
nominations, and audit issues that may affect
management decisions.

other than as described above, we are nor aware of any
other conflicts of interest of OUI
executive officer and director.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

There are no legal proceedings that have occurred
since our incorporation concerning our
director, or con! rol ersons which involved a criminal
conviction, a cr~mi na? proceeding, an
administrative or civil proceeding llmiting one's

Page 36


s-l.txt

participation in the securities or banking industries,
or a finding of securities or commodities
1aw vi 01 ati ons .

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

AWARDS AWARDS

1 INCOME COW.

1 1COMP. 1

1LISA NELSON 114.000 1-4.000

CECIL YATES

our officers and directors have not received monetary
compensation since our inception to the
date of this prospectus. we currently do not pay any
compensation to ow director sewing on ow
board of directors.

STOCK OPTION GRANTS

we have not oranted anv stock ootions to our executive
officer sin& our incebtion. upan the
further development of our business, we will likely
grant options to directors and officers
consistent wirh industry standards for junior
mi nen explo&tion compam es .

EMPLOYMENT AGREEMENTS

The Company is not a party to any employment agreement
and has no compensation agreement
with its officers and directors.

DIRECTOR COMPENSATION

~irectors received no compensation since origination
of the corporation on September 27; 2009.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

he Following table lists, as of January 26,201 1, the
number of shares of common stock of our
company that are beneficially owned by (i)each person
or entity known to our company to be
the beneficial owner of more than 5% of the
outstandin common stock; (ii)each officer and
director o'+our company; and (iii)all officers and
directors as a group. Information relatlng to
beneficial ownership of common stock by ow principal


5-1.txt

shareholders and management is based
u on information furnished by each person using
"geneficial ownership" concepts under the
rules of the Securities and Exchange Commission. Under
these rules. a Derson is deemed to be a

beneficial owner of a security ifthat person has or
shares voting power, which includes the
power to vote or direct the voting of the security, or
investment power, which includes the power
to vote or direct the voting of the security. The
person is also deemed to be a beneficial owner of
any security of which that person has a right to
ac uire beneficial ownership within 60 days.
un3er the Securities and Exchange Commission rules,
more than one person may be deemed to

0

be a beneficial owner of the same securities, and a
person may be deemed to be a beneficial
owner of securities as to which she or she may not
have any pecuniary beneficial interest. Except
as noted below, each person has sole voting and
investment power.

The percentages below are calculated based on
62,543,487 shares of our common stock issued
and outstanding as of May 3 1,201 1. We do not have
any outstanding warrant, options or other
securities exercisable for or convertible into shares
of our common stock.

class Lisa Nzrfici a1 owner Owned Be-;-o-00% CI-Ciass%
I
I
~i1 ton Masson
IImmOnT

Common ( peck King
Common 1Cecil -ates
CERTAIN RELATIONSH~~'S AND RELATED TRANSACTIONS

here were no related party transactions to report.
OISCLOSURFt OF COMMISSION POSITION ON INDEMNIFICATION

Page 38


s-l.txt

FOR SECURITIES ACT LIABILITIES


Our Bylaws provide to the fullest extent permitted by
law that our directors or officers, former
directors and officers. and Dersons who act at our
request as a director or officer of a body
corporate of which we are a shareholder or creditor
shall be indemnified by us, we believe that
the indemnification provisions in our By-laws are
necessary to attract and retain qualified
persons as directors and officers.

0
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be
permitted to directors, officers or persons
controlling the company pursuant to provisions of the
state of Nevada, the Company has been informed that,
in the opinion of the securities and
Exchange Commission, such indemnification is against
public policy as expressed in the ~ct

and
is, therefore, unenforceable.

WHERE YOU CAN FIND MORE INFORMATION

we have filed with the Commission a Registration
Statement on Form S-1, under the securities
Act of 1933. as amended. with resoect to the
securities offered by this prospectus. his
prospectus, which forms a part of the registration
statement, does not contain all the information
set forth in the registration statement, as permitted
bv the rules and reaulations of the
commission. For tinfher information with respect to us
and the securities offered by this
prospectus, reference is made to the registration
statement. we do not file reports with the
securities and Exchange commission, and we will not
otherwise be subject to the proxy rules.
The re istration statement and other information may
be rea3 and copied at the commission's
Public Reference Room at I00 F Street, N.E.,
washington, D.C. 20549. The public may obtain
information on the operation of the public ~eference
Room by calling the commission at 1-800-
sEc-0330. The Commission maintains a web site at
http://w.sec.gov,that contains.reports
and other informat~on regard!ng ,Issuers that file
electronically with the commi ssi on.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

ads en and Associates are our registered independent
auditor. There have not been any changes
in or disagreements with accountants on accounting and
financial disclosure or any other matter.

0
[OUTSIDE BACK COVER PAGE]


PROSPECTUS
Page 39



5-1. txt

ML CAPITAL. GROUP, INC.

500,000 SHARES OF
COMMON STOCK
TO BE SOLD BY ML CAPITAL GROUP, INC.

14,043,487 SHARES OF
COMMON STOCK
TO BE SOLD BY CURRENT SHAREHOLDERS

We have not authorized any dealer, salesperson or
other person to give you written information
other than this prospectus or to make representations
as to matters not stated in this prospectus.
You must not rely on unauthorized information. This
prospectus is not a? offer to sell these
securities or a solicitation of your offer to buy the
securities in any jurisdiction where that would
not be permitted or legal. Neither the delivery of
this prospectus nor any sales made hereunder
after the date of this orosoectus shall create an
implication that the information contained herein
nor the affairsof the Issuer have not chanaed since
the date hereof.

until ~ovember 8,201 1(90 days after the date of this
prospectus), all dealers that effect
transactions in these shares of common stock may be
required to deliver a prospectus. This is in
addition to the dealer's obligation to deliver a
prospectus when actin as an underwriter and with
respect to their unso4d allotments or subscriptions.

THE DATE OF THIS PROSPECTUS IS August 10,201 1

0
PART I1-INFORMATION NOT REQUIRED IN PROSPECTUS

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The followine, table sets forth the estimated expenses
in connection with the issuance and
distribution ofthe securities being registered
h'erebv. ~ll exoenses will

such be borne by the
company; none shall be borne by any selling
stockholders.

Amount

Item (US$)
SEC ~eaistration Fee
~ransfer Agent Fees
Legal Fees
~ccounting Fees
Printing Costs
Miscellaneous
$ 506.55

750.00
6250.00
7,500.00

500.00
TOTAL
INDEMNIFIC4TION OF DIRECTORS AND OFFICERS

The Company's Bylaws and Articles of Incorporation
provide that we shall, to the full extent
~ermitted bv the Nevada ~eneral Business Corooration
Law, as amended from time to time (the
"~evada Corporate,Law"), indemnify all of our
directors and officers. section 78.7502 of the
Nevada Corporate Law provides in part that a
corooration shall have the Dower to indemnifv anv
perion who was or is a party or is threatened to-be
made a party to any threatened, pending or
completed action, suit or proceeding (other than an
action by or in the right of the corporation)
bv reason of the fact that such Derson is or was a
director, officer, employee or agent of another
corporation or other enter rise, against expenses
(including attorneys' fees!, jud ments, fines and
amounts paid in settlement actua 9ly and reasonably
incurred by her in connection with such
action, suit or proceediig if she acted in good faith
and in a manner she reasonablv believed to
be in or not opposed to the best interests of the
corporation, and with respect to any criminal
action or proceeding, had no reasonable cause to
believe his conduct was unlawful.

similar indemnity is authorized for such persons
against expenses (including attorneys' fees)
actually and reasonably incurred in defense or
settlement of any threatened, pending or
completed action or suit by or in the right of the
corporation, if such person acted in good faith
and In a manner she reasonably believed to be in or
not opposed to the best interests of the
corooration. and ~rovided further that (unless a court
of kompetent jurisdiction otherwise
provides) such person shall not have been adjudged
liable to the corporation. Any such
indemnification may be made only as authorized in each
soecific case uoon a determination bv
the stockholderi or disinterested di iectors that
indemnification is DroDer because the indemnitee
has met the applicable' standard of conduct. under our
Bylaws and ~rticles of Incorporation, the
indemnitee is presumed to be entitled to
indemnification and we have the burden of proof to
overcome that presumption. where an officer or a
director is successful on the merits or
otherwise in the defense of anv action referred to

>~,-~

above, we must 'ndemnify her against the^
exDenses which such officer or director actuallv or
reasonably incurred. Insofar as
indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to

directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in

Page 41


s-l.txt
the opinion of the securities and ~xchange
Commission such indemnification is against public
policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim
for indemnification against such liabilities
(other than the payment by the re istrant of expenses
incurred or paid by a director, oyficer or
controlling person of the registrant in the successful
defense of any action, suit or proceeding) is
asserted by such director, officer or controlling
person in connection with the securities being
registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by
controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as
expressed in the Act and will be governed by the
final adjudication of such issue.

RECENT SALES OF UNREGISTERED SECURITIES

since inception the following sales or issuances of
unregistered securities has occurred:

October 2009 43,487 shares of common stock sold to 23
individuals for a total $13,046
October 2009 48,000,000 shares of common stock issued
to 2 Officers for Services at $0.0001
October 2009 500,000 shares of common stock issued to
2 Directors for services at $0.0001
October 2009 14,000;000 shares of common stock issued
to 5 consultants for services @
$0.0001

EXHIBITS AND FINANCIAL STATEMENT SCSHEDULES

The following exhibits are filed as part of this
registration statement:

~xhi

bit
Description

3.1
Articles of ~ncorporation of Registrant
-..
5.L
Bylaws of the Registrant

F.
3.1
0 inion of Law offices of Michael W. Berg, regarding
tI:e legality
of the securities being registered

-7 <

L3.1

Consent of Law Offices of Michael W. Berg, PLLC
(included in
Exhibit 5.1)

-7 -

L3.L

Consent of ads en & Assoc. CPA
UNDERTAKINGS

The undersigned Registrant hereby undertakes:

(a)(l) TO fde, ,during an period in which offers or
sales of securities are geing made, a
post-effective amendment to this registration

Page 42


5-1. tx,t
statement or prospectus that is part of the
registration statement or made in a document
incorporated or deemed incorporated by reference
into the regisnation staiement or pros ectus that is
part of the registration statement wil?, as yo a
purchaser with a time of eontract of sale prior to
such fmt use, supersede or modify any statement
that was made in the registration statement or
prospectus that was part of the registration
statement or made in any such document immediately
prior to such date of fust use.

(5) That, -
for the DurDose of determinina liabilitv of
the registrant under the
Securities Act of 1933 to any purchaser in the initial
distribution of the securities: The
undersigned registrant undertakes that in a primary
offerina of securities of the undersianed
registrant pursuant to this registration statement,
re ardless of the underwriting method used to
se91 the securities to the purchaser, if the
securities are offered or sold to such purchaser by
means of any of the followin communications, the
undersigned registrant will kle a seller to the
purchaser and will be considered to offer or sell such
securities to such purchaser:

(i)Any preliminary prospectus or prospectus of the
undersigned registrant relating to the offering
required to be filed pursuant to ~ule 424;
(ii)Any free writing prospectus relating to the
offerinq re pared bv or on behalf of the
undersigned registrant or used or referred to by the
undersi ned regishmt;
(iii)Tze portion of any other free writing prospectus
relating to the offering containing material
information about the undersigned registrant or our
securities provided by or on behalf of the
undersigned registrant; and
n

U

(iv) Anv other communication that is an offer in the
offering made by the undersigned registrant
to the purchaser.
Insofar as indemnification for liabilities arising
under the securities ~ct may
of 1933 (the "Act")
be permitted to our directors, officers and
controlliig persons pursuant to the provisions above,
or otherwise. we have been advised that in the o~inion
of the sEc such indemnification is
against public policy as expressed in the securities
Act, and is, therefore, unenforceable.

In the event that a claim for indemnification against
such liabilities, other than the pavment by us
of expenses incurred or paid by one-of our-di rectors,
oficers, or controlling persons in the
successful defense of any action, suit or proceeding,
is asserted by one of our directors, officers,
or controlling persons in connection with the
securities being registered, we will, unless in the
ouinion of our counsel the matter has been settled bv
controlline urecedent. submit to a court of


appropriate jurisdiction the question whether such
indemnification is against public policy as
expressed in the securities Act, and we will be
governed by the final adjudication of such issue.

SIGNATURES

In accordance with the reauirements of the securities
Act of 1933. the Repistrant certifies that it

has reasonable grounds to believe that it meets all of
the requirements for filing o? Form 5-1 and
has authorized this registration statement to be
signed on its behalf by the undersigned, in Carson
City, Nevada, on the 27th day of lanuary 201 1.

ML CAPITAL GROW, INC.

BY: Is/ Lisa ~elS0n
~ame:Lisa Nelson
~itle: president and chief Executive Officer
(Principal Executive officer and priiocipal
Financial and Accounting officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person
whose signature appears
below constitutes and appoints LisaNelson, as his true
and lawful attorney-in-fact and agent
with full power of substitution and resubstitution,
for her and in his name, place and stead, in any
and all capacities, to sign any or all amendments
(including post-effective anlendments) to this
Registration Statement on Form 5-1 of ML CAPITAL
GROUP, INC., and to file the same, with
all exhibits thereto, and other documents in
connection therewith, with the Securities and
Exchange commission, grant unto said attorney-in-fact
and agent, full power and authority to do
and perform each and every act and thing requisite and
necessary to be done in and about the
foregoing, as fully to all intents and purposes as she
might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and
agent, or his substitutes, may lawfully do or
cause to be done by virtue hereof.

In accordance with the requirements of the securities
Act of 1933, this registration statement was
signed by the following persons in the capacities and
on the dates stated.

signature ~itle Date
is1 Lisa Nelson president and chief Executive Officer,
Page 45


s-l.txt

August 10,201 1
~isaNelson secretary, Treasurer and Director

u
Approximate date of proposed sale to the public: As
soon as practicable and from time to

oG,, th, ,ff.,,t:.., Antn -c th;-~nm...hnhlnr.
~+nt.=.ma..t

Li

additional shares of common stock issuable pursuant to
Rule 416 under the Securities Act
of 1933, as amended.

(2)
The registration fee for securities to be offered by
the Registrant is based on an estimate
of the proposed maximum aggregate offering price of
the securities, and such estimate is
solely for the purpose of calculating the registration
fee pursuant to Rule 457(0).

(3)
his registration statement also covers the resale
under a separate resale Drospectus (the
"Resale prospectus") by the el ling stockholders of
the ~egistrant of up to 14,043 ,487
shares-of common stock, $0.0001 par value per share
(the "common Stock").

(4)
The offering price has been estimated solely for the
purpose of computing the amount of
the registration fee in accordance with ~ule 457(0).
our common stock is not traded on
any national exchange and in accordance with Rule 457,
the offerin price was
determined the price of the shares that were sold
to our shareB~olders in a private
placement pursuant to an exemption from registration
under the Securities ~ct. he price
of $0.30 is a fixed price at which the,selling
stockholders may sell their shares until our
common stock is quoted on a national exchange, at
which time the shares may be sold at
prevailing market prices or privately negotiated
prices.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION
STATEMENT ON
SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS
EFFECTIVE
DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER
AMENDMENT
WHICH SPECIFICAI,LY STATES THAT THIS REGISTRATION
STATEMENT


SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION
8(A) OF THE SECURITIES ACT OF 1933, OR UNTIL THE
REGISTRATION
STATEMENT SHALL BECOME EFFECTNE ON SUCH DATE AS THE
COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.

~emainder of this page left blank

ML CAPITAL GROUP, INC

500.000 SHARES OF COMMON STOCK
his DrosDectus relates to both (i)the initial ~ublic
offering of our common stock, in 'which we
are offerina a maximum of 500.000 shares of our common
stock, and (ii)the resale by.certain
selling stockholders of ML CAPITAL GROW, INC. of up to
14,043,487 shares of common
stock held by sellimg stockholders of ML CAPITAL
GROUP, INC.. NO public market currently
exists for the securities being offered. while we will
receive proceeds fiom our own sale of our
common stock, we will not receive any of the proceeds
from the sale of the shares by the selling
stockholders.

In our initial public offering, we are offering for
sale a total of 500,000 shares of common stock
at a fixed rice of 8.30 per share. There is no
minimum num ger of shares that must be sold by us
for the offerin to roceed, and we will retain the
proceeds fiom t8e saye of any of the offered
shares. The offerin % is being conducted on a
self-underwritten, est efforts basis, which means
our president, Lisa Nelson, will attempt to sell the
shares. This Prospectus will pennit our
President to sell the shares directly to the public,
with no commission or other remuneration
payable to her for any shares she may sell. Ms. Nelson
will sell the shares and intends to offer
them to fiends, family members and business
acquaintances. In offering the securities on our
behalf, she will rely on the safe harbor from
broker-dealer registration set out in ~ule 3a4-1
under the securities and Exchange Act of 1934. The
shares will be offered at a fixed price of

8.30 per share for a period of 16 months from the
effective date of this prospectus.
In the resale b certain sellin stockholders, the
selling stockho y ders will be offerin our shares
of common stock at a fixed rice of q0.30 oer share
until our shares are quoted'on the oTc
Bulletin Board and thereafter at prevailin market
prices or privately negotiated prices. EaCE of
the selling stockholders may be deemed to be an

"underwriter" as such term is defined in the
securities ~ct as "securities

of 1933, amended (the

There has been no market for our securities and a
Page 47


5-1. txt

public market may never develop, or, if any
market does develop, it may not be sustained. our
common stock is not traded on any exchange
or on the over-the-counter market. After the effective
date of the registration statement relatingto this prospectus,
we hope to have a market maker file an application with the
Financial Industry Regulatory Authority for our common stock to
be eligible for trading on the Over-the-
Counter Bulletin Board. we do not yet have a market
maker who has agreed to file such
application. There can be no assurance that our common
stock will ever be auoted on a stock
exchange or a quotation service or that any market for
our stock will develop.

Investing in our common stock involves a high degree
of risk. Before bu ing any shares,
you should careful 7 y read the discussion of material
risks of investing in our common stock
in "Risk Factors" beginning on page 5 of this
prospectus.

Neither the u.S. Securities and Exchange Commission
nor any state securities commission
has approved or disapproved of anyone's investment in
these securities or determined if

0
this prospectus is truthful or complete. Any representation
to the contrary is a criminal offense.

The information in this prospectus is not complete and
may be changed. his prospectus is
included in the registration statement that was filed
by us with the Securities and Exchan e
commission. we and the sellin il stock olders may not

il

sell these securities until t e registration
statement becomes effective. This prospectus is not an
offer to sell these securities and is not
soliciting an offer to buy these securities in any
state where the offer or sale is not permitted.

he date of this prospectus is August 10,2011

0


ML CAPITAL GROUP, INC
PROSPECTUS
DATED August 10,201 1

please read this DrosDectus carefully. It describes
our business, our' financial condition and
results of ooerations. We have ~re~ared

this
prospectus so that you will have the information
necessary to make an informed investment decision.

YOU should rely only on information contained in this
prospectus. we have not authorized any
other person to provide you with different
information. This prospectus is not an offer to sell,
nor is it seeking an offer to buy, these securities in

Page 48


s-1. txt
any state where the offer or sale is not
uermitted. The information in this orosuectus is
complete and accurate as of the date on'the front
cover, but the information may have chanaed since that

-

date.

A CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements
which relate to future events or our future
financial ~erformance. Ln some cases. . vou < can identifv
forward-looking statements by
terminology such as " " "should", "expects",
"plans", ' , "estimates",

anti~ipates~~~"t;elieves"

"predicts", "potential" or "continue" or the negative
of these terms or other comparable
terminology. These statements are on1 y predictions and
involve known and unknown risks,
uncertainties and other factors, includin the risks
in the section entitled "~isk Factors," t2at may
cause our or our industry's actual results, levels of

performance or achievements to be
materiaactivi tyiv different from anv future results. levels
of activity, performance or achievements
ex~ressed or im~lied bv these forward-lookina -
statements.

while these forward-looking statements, and any
assumptions upon which they are based, are
made in good faith and reflect our current judgment
regarding the direction of our business,
actual results will almost always vary, sometimes
materially, from any estimates, predictions,
projections, assumptions or other future performance
sug ested herein. Except as required by
appyicable law, including the securities laws of the
united States, we do not intend to update any
of the forward-looking statements to conform these
statements to actual results.

PROSPECTUS SUMMARY

As used in this prospectus, references to the
"company," "we," "our", "us" or "ML CAPITAL
GROUP, ~NC." refer to ML CAPITAL GROUP, INC. unless
the context otherwise indicates.

The following summary highlights selected information
contained in this prospectus. EIefore
making an investment decision, you should read the
enti re prospectus carefully, including the

"Risk Factors" section, the financial statements, and
the notes to the financial statements:

our Company

ML CAPITALGROUP, INC. was incorporated on September
27,2009, under the laws of the
Page 49


s-l.txt

state of Nevada, for the purpose of conducting
assistance with financi nq needs of Microcap
corporations.

Summary ~i

nanci a1 ~nformation

The tables and information below are derived from our
audited financial statements for the
period from September 17,2009 (Inception) to May 3
1,201 1. Our working capital as at May 3 1,
2011 was $3823.

cash
Total Assets
Total ~iabilities
stockholder's Equity

operationsfrom
inceptionto May

Statement of operations
~otal Expenses
Net Loss for the Period

Net LOSS per share
The Offering
Securities We are offerina -uo to 500.000 shares of our
common stock.

,,ffor',rl.

..,, ,%,..-.

The selling stockholders are hereby offering up to
14,043,487 shares of our common
stock.

price: The selling stockholders will offer
Offerin? their shares of common stock at a fixed

and sel
price of $0.30 per share until our shares are quoted
on the OTC Bulletin Board, if our
shares of common stock are ever quoted on the OTC
Bulletin Board, and thereafter at
prevailing market prices or privately negotiated
prices.
shares
outstandi n
prior to oyfering:

shares
outstandig after
offering:

Market for the There is no public market for our
shares. our common stock is not traded on any exchange
or on
common the over-the-counter market. After the
effective date of the registration statement relating
to this


shares: prospectus, we hope to have a market maker
file an application with the Financial Industry

Regulatory Authority ("FTNRA") for ow common stock to
eligible for trading on the Over The
counter Bulletin Board. we do not yet have a market
maker who has agreed to file such
application.

There is no assurance that a tradmg market will
develop, or, ifdeveloped, that it will he sustained.
conse uently, a purchaser of our common stock may find
it diyficult to resell the securities offered
herein should the purchaser desire to do so when
eligible for pub1 ic resale.

use of
we intend to use the net proceeds born the sale of our

500.000 shares (after deducting estimated
proceeds:
offering expenses payable by us) as workin capitalfor our
exploration activities. see "use of
proceeds" on page 11for more information on the use
of proceeds. we will not receive any
proceeds 60m the sale of shares of common stock by the
selling stockholders who are
simultaneously offering 14,043,487 shares of common
stock under this prospectus.

we will not receive any proceeds from the sale of
shares by the selling stockholders.

Risk Factors
The common stock offered hereby involves a high degree
of risk and should not be purchased by
investors who cannot afford the loss of their entire
investment. See "Risk Factors" beainnina on --page 5.

RISK FACTORS

an investment in our common stock involves a number of
very si nificant risks. YOU should
careful4y consider the following known material risks
and uncertainties in addition to other
information in this prospectus in evaluating our
company and its business before purchasing
shares of our company's common stock. YOU could lose
all or part of your investment due to any
of these risks.

RISKS RELATED TO OUR BUSINESS

we require capital for our operations and failure to
raise sufficient funds will cause our
operations to cease and your investment will be lost.

A certain amount of capital is required to carry our
business until revenue streams are in place.
~fwe are not successful in raising this capital our
business will suffer and may fail with loss of
the entire investment.

Page 51


we have minimal operations, have never had any
revenues, have no current prospects for
future revenues, and have losses which we expect to
continue into the future. As a result,
we may have to suspend or cease operations.

we have had minimal operations and generated no
operating revenues since inception. we have
no operating history upon which an evaluation of our
future success or failure can be made. As
of our last financial statement we had an accumulated
deficit of $15,602. we have never had any
revenues from operations and we do not have any
current prospects for future revenues. Our
ability to achieve and maintain profitability and
positive cash flow is primarily dependent upon
our ability to locate business entities in need of our
services. ~ased upon current plans, we do
not expect to incur operating losses in future periods
but if sufficient clientele is not available
then losses will be incurred

our operations are subject to various laws and
governmental regulations that could
restrict our future operations and increase our
operating costs.

Many aspects of our operations are subject to various
federal, provincial and local laws and
governmental regulations. If these laws and
regulations are changed, it may affect both the
needed client base and the network of professionals
that have been recruited to provide services
for the clients.

we depend upon our executive off-cers and key
personnel .

our performance depends substantialIy on the
performance of our executive officer, namely our
President, Lisa Nelson. Management's decisions and
choices may negatively affect our financial
results. In addition, the loss of Ms. .Nelson's
services could cause irreparable harm that would
result in the complete loss of your investment.

our future success will also deoend to a larae extent

-

our ability to attract, train, retain and
motivate qualified employees for expansion of
operations. Competition for talented personnel is
intense, and we ma not be able to attract highly
qualified technicay or managerial personnel. ~n
addition, market conditions may require us to pay
higher compensation to qua1 ified management
and technical personnel than we currently anticipate.
Any inability to attract and retain qualified
personnel in the future could have a material adverse
affect on our business, prospects, financi a1
condition and results of operation.

Page 52


5-l.txt
Since our ofiicers and directors have the abilitv to
be employed by or consult for other
* -
comoanies. their other activities could slow down our
operations.

our officers and directors are not required to work
exclusively for us and does not devote all of
their time to our operations. Therefore, it is
possible that a conflict of interest with regard to

hiz
;;me may arise based on employment by other companies.
Their other activities may prevent
them from devotina full-time to our ooerations which
could slow our opGrations and may reduce
our financial results because of the slowdown in
operations. It is expected that our officer and
director will devote between 15 -20 hours per week to
our operations on an ongoin bzis. and
when required will devote w8ole days and even multiple
days at a stretch when property visits
are required or when extensive analysis of information
is needed. we do not have any written
procedures in place to address conflicts of interest
that may arise between our business and the
business activities of our officers and directors.

Because our current president has other business
interests, she may not be able or willing
to devote a suff-cient amount of time to our business
operations, causing our business to
fail.

Lisa Nelson, our president and director, currently
devotes approximately fifteen hours per week
providing management services to us. while she
presently possesses adequate time to attend to
our interest, it is possible that the demands on her
from other obligations could increase, with the
result that she would no longer be able to devote
sufficient time to the management of our
business. The loss of Ms. .Nelson to our company could
negatively impact our business
development.

RISKS RELATED TO OUR COMMON STOCK

we are selling our offerin of 500,000 shares of
common stock without an un !erwriter and
may be unable to sell any shares.

Our offering of 500,000 shares is self-underwritten,
that is, we are not going to enga e the
services of an underwriter to sel 4 the shares; we
intend to sell our shares through our President,
who will receive no commissions. She will offer the
shares to friends, family members, and

business associates, however, there is no rarantee

that she will be able to sell any of the s ares
unless she is successful in sellina all of the shares
and we receive the proceeds fiom this
offering, we may have to seek alternative financing to
implement our business plan.

Page 53


5-l.txt

our current management holds significant control over
our common stock and they may
be able to control our Company indefinitely.

our management has significant control over our voting
stock which may make it difficult to complete some corporate
transactions without their support and may prevent a change in
control. Our officers and directors, own 48,500,000
shares, or 73.34%, of our outstandin
common stock. AS a result of this su%stantial
ownership in our common stock, the officers and
directors will have considerable influence over the
outcome of all matters submitted to our

U

stockholders for approval, includin the election of
directors. In addition, this owners!ip could
discourage the acquisition of our common stock by
potential investors and could have an anti-
takeover effect, possibly depressing the trading price
of our common stock.

"Penny stock" rules may make buyin or selling our
securities difficult, which may ma ?e
our stock less liquid and make it harder for investors
to buy and sell our securities.

under u.S. federal securities legislation, our common
stock will constitute "penny stock".

Penny stock is any equity security that has a market
price of less than $5.00 per share, subject to
certain exceptions. For any transaction involving a
penny stock. unless exempt, the rules require
that a broker or dealer approve a potential investor's
account for transactions in penny stocks,
and the broker or dealer receive from the investor a
written agreement to the transaction, setting
forth the identitv and auantitv of the Dennv stock to
be purchased. In order to approve an
investor's account for transactions in penny stocks,
the broker or dealer must obtain financial
information and investment experience objectives of
the person, and make a reasonable
determination that the transactions in penny stocks
are suitable for that person and the person has
sufficient knowled e and experience in financial
matters to be capa %le of evaluating the risks of
transactions in penny stocks. The broker or dealer
must also deliver, prior to any transaction in a
penny stock, a disclosure schedule prepared by the
commission relating to the penny stock
market, which, in highlight form sets forth the basis
on which the broker or dealer made the
suitability determination. srokers may be less willing
to execute transactions in securities subject
to the "penny stock" rules. This may make it more
difficult for investors to dispose of our
common stock and cause a decline in the market value
of our stock. Disclosure also hasto be
made about the risks of investing in penny stocks in
both public offerings and in secondary

Page 54


S-l.txt

trading and about the commissions payable to both the
broker-dealer and the registered
representative, current quotations for the securities
and the rights and remedies available to an
investor in cases of fraud in penny stock
transactions. ina ally, monthly statements have to be
sent disclosing recent price information for the penny
stock held in the account and information
on the limited market in penny stocks.

There is no liquidity and no established public market
for our common stock and we mav
not be successful at obtaining-a quotation on a
recognized quotation service. In such event
it may be difficult to sell your shares.

There is presently no public market in our shares and
an active trading market in our securities
may not develop or, if developed, may not be
sustained. We intend to have an application filed
on our behalf by a market maker for admission to
quotation of our securities on the OTC Bulletin
Board after this prospectus is declared effective by
the SEC. There can be no assurance that we
will be successful at developing a public market or in
having our common stock quoted on a
quotation facility such as the OTC Bulletm Board.
There are risks associated with obtaining a
quotation, including that broker dealers will not be
willing to make a market in our shares, or to
request that our shares be quoted on a quotation
service. In addition, even if a quotation is
obtained. the oTc Bulletin Board and similar quotation
services are often characterized by low
tradin volumes, and price volatility, which may make
it dif7icult for an investor to sell our
common stock on acceptable terms. If trades in our
common stock are not quoted on a quotation
facility, it may be very difficult for an investor to
fmd a buyer for their shares in our Company.

U

we may, in the future, issue additional common shares,
which would reduce investors'
percent of ownership and may dilute our share value.


our Articles of Incorporation authorize the issuance
of 100,000,000 shares of common stock.


As of Au ust 10,201 1, the Company had 62,543,487
shares o 7 common stock outstanding.


Accordingly, we may issue up to an additional
37,456,513 shares of common stock. The future
issuance of common stock may result in substantial
dilution in the percentage of our common
stock held by our then existing shareholders. we may
value any common stock issued in the
future on an arbitrary basis. The issuance of common
stock for future services or acquisitions or
other corporate actions may have the effect of
diluting the value of the shares held by our
investors, and might have an adverse effect on any


Page 55


5-1. txt

trading market for our common stock.

Because we do not intend to pay any cash dividends on
our common stock, our
stockholders will not be able to receive a return on
their shares unless they sell them.

we intend to retain anv future earninas to finance the

-

development and expansion of our
business. we do not anticipate,paying any cash
dividends on our common stock in the
foreseeable future. unless we pay dividends, our
stockholders will not be able to receive a return
on their shares unless they sell them. here is no
assurance that stockholders will be able to sell
shares when desired.

Anti-takeover effects of certain provisions of Nevada
state law hinder a potential takeover
of our Company.

thouh not now, in the future we may become subject to
control share law. A NeVada corporation is subject to
Nevada's control share law if it has more than 200
stockholders, at least 100 of whom are stockholders of
record and residents of Nevada, and it does business in Nevada
or through an affiliated corporation. The law focuses
on the acquisition of a "controlling
interest" which means the owners hi^ of outstandina -
voting shares sufficient, but for the control
share law, to enable the ac uiring person to exercise
the following proportions 09 the voting
power of the corporation in the election of directors:

(i)one-fifth or more but less thanone-third,
(ii)one-third or more but less than a majority, or
(iii)a majority or more. The ability to exercise
such voting power may be direct or indirect, as well
as individual or in association with others.
The effect of the control share law is that the
acqui ring person, and those acting in association
with it, obtains only such voting rights in the
control shares as areconferred by a resolution of
the stockholders of the corporation, approved at a
special or annual meeting of stockholders.
The control share law contemplates that voting rights
will be considered only once by the other
stockholders. ~hus, there is no authority to strip
voting rights from the control shares of an
acquiring person once those rights have been approved.
~fthe stockholders do not grant voting
rights to the control shares aquaired by an aquiring
person, those shares do not become permanent non-voting
shares. The acquiring person is
free to sell its shares to others. If the
buyers of those shares themselves do not acquire a
controlling interest, their shares do not
become governed by the control share law.

Page 56


s-1. txt

~fcontrol shares are accorded full voting rights and
the acquiring person has acquired control
shares with a maioritv or more of the votins power.

-.

any stockholder of record, other than an
acquiring person, who has not vofed in favor of
approval of voting rights is entitled to demand

fair value for such stockholder's shares.

Nevada's control share law may have the effect of
discouraging takeovers of the Company.

In addition to the control share law. Nevada has a
business combination law which prohibits
certain business combinations between Nevada
corporations and "interested stockholders" for
three years after the "interested stockholder" first
becomes an "interested stockholder," unless
the corporation's board of directors approves the
combination in advance. For purposes of
Nevada law, an "interested stockholder" is any person
who is (i)the beneficial owner, directly or
indirectly, of ten percent or more of the voting power
of the outstanding votin shares of the
corporation. or (ii)an a7filiate or associate of the
corporation and at any time within the three
previous years was the beneficial owner, directly or
indirectly, of ten percent or more of the
voting power of the then outstanding shares of the
corporation. The definition of the term
"business combination" is sufficiently broad to cover
virtually any kind of transaction that would
allow a potential acquirer to use the corporation's
assets to finance the acquisition or otherwise
to benefit its own interests rather thanthe interests
of the corporation and its other stockholders.

The effect of Nevada's business combination law is to
potentially discourage parties interested in
taking control of our Company from doing so if it
cannot obtain the approval of our board of
di rectors.

USE OF PROCEEDS

our public offering of 500,000 shares is being made on
a self-underwritten basis: no minimum
number of shares must be sold in order for the
offering to proceed. The offerin price per share is
$0.30. The following table sets i!orth the uses of
proceeds assuming the sale of 25%, SO%! 75%
and loo%, respectively, of the securities offered for
sale by the company. ihere is no assurance
that we will raise the full $150,000 as anticipated

25% of 50% Of 75% or 100% of
CROSS PROCEEDS
FROM 0FFERl NG
shares
sold
&%!I!!
shares
sold


sh-rs
so1 d
shares
so1 d
Legal~ccounting &audit
Managcrncnt salarics
~rinringconsulting FCa
Oftice Expense
TOTAL EXPENSES
10,000
5,000
10,000
1,000
1,ow
so0
127, WL1
NET ADDITION TO
WORKING CAPITAL 510,000 523,000 $ 39500 5 66,000

The above fi ures represent only estimated costs. nll
proceeds wily be deposited into our
corporate bank account.

0
DETERMINATION OF THE OFFERING PRICE

The offering price of the 500,000 shares being offered
has been determined arbitrarily by
us. The rice does not bear any relationship to our
assets, look value. earnings, or other
established criteria for valuin a privately held
company. In determining the num !er of shares to
be offered and the offerin price, we took into
consideration our cash on 2and and the amount of
money we would need to implement our business plan.
~ccordingly, the offering price should
not be considered an indication of the actual value of
the securities. we will not receive any of
the proceeds from the sale of the 14,043,487,common
shares being offered for sale by the
selling stockholders, which 14,043,487 share shares of
our common stock may be offered and
sold from time to time by the selling stockholders.
The sellimg shareholders will sell our shares
at $0.30 per share until our shares are quoted on the
OTCBB, and thereafter at prevailing market
prices or privately negotiated prices. This price was
arbitrarily determined by us.

SELLING STOCKHOLDERS

The common shares being offered for resale by the 30
selling stockholders consist of 14,043,487
shares of our common stock, $0.0001 par value.

The following table sets forth the shares beneficially
owned, as of nu ust 10,201 1, by the

9

selling stockho ders prior to the offering by existing
stockholders contemplated by this
prospectus, the number of shares each selling

Page 58


stockholder is offering by this prospectus and the
number of shares which each would own beneficially if
all such offered shares are sold.

~enefici a1 owners hi^ is determined in accordance with

securities and ~xchan e commission
rules. under these ru4 es, a person is deemed to be a
beneficial owner of a securit if that person
has or shares votin power, wxich includes the power
to vote or direct t e voting of the security,

'z

or investment power, which mcludes the ower to vote
or direct the voting of the security. TR e
person is also deemed to be a beneficial owner of any
security of which that person has a right to
acquire beneficial ownership within 60 days. Under the
Securities and Exchange Commission
rules, more thanone person may be deemed to be a
beneficial owner of the same securities, and a
person may be deemed to be a beneficial owner of
securities as to which she or she may not have
any pecuniary beneficial interest. Except as noted
below, each person has sole voting and
investment power.

The percenta es below are calculated based on
14,043,487 s2ares of our common stock issued
and outstanding as of nugust 10,201 1.we do not have
an outstanding options, warrants or
otTer securities exercisable for or convertible into
shares of our common stock.

0
Total
umber of

Name of
-stockhalder
Amanda emows ki
Barbara Barbagallo
lames collins
lennifer Collins
Thomas Gentile
Micshelle lahnke
John lahnkc
Joanne Meehan
loreph Muter
~riscillaMuter
Thomas Muter
Dorothea Serro
lackserro
Michael sysmuriak
lacob Thompson
~arshallvarner Sr.
Marshall Varnerlr.
Stephanie varner
~yanwi ngensoth
Nancy Yates
Kathv Samarrioa
~ou~~van

ham'
Micshele ~ ~ i e
ail ~l

kie
Pete DUnn
lames Ray


Tony Muratore
Vincent sarbagallo
Nicole Austin
Phil Rodakis
TOTAL

sharer
owned
sefore
the Offering

1;666
1,666

4.0W.000
LOOO. 000
3,000,OW
l.m.OOO

4. MX) .MX)
14,M3,487
sharer to be
offered for
the
Shareholder's


~otal shares
owned nfter

the Offering
is

Page 61


Percentage of
shares owned
After the
offering is
cq!wkQ

None of the selling stockholders has a relationship
Page 62


S-1.txt

with us other than as a shareholder. has ever
been one of our officers or directors, or is a
broker-dealer registered under the securities
Exchange Act, as amended, or an affiliate of such a
broker-dealer.

we may require the sellin stockholders to suspend the
sales of the securities o 7fered by this
prospectus upon the occurrence of any event that makes
any statement in this orosoectus. or the
reiated registration statement, untrue in any material
respect, or that requires the changing of the
statements in these documents in order to make
statements in those documents not misleading.

we will file a post-effective amendment to the
registration statement to reflect any such material
changes to this prospectus.

DILUTION

The price of our offering our offerin of 500,000
shares is fixed at $0.30 per share. TEis price is
significantly higher than the $0.0001 price per share
issued to the company's officers and
directors, for services rendered to the Company.
Dilution represents the difference between the
offering price and the net tangible book value per
share immediately after completion of this
offering. Net tangible book value is the amount that
results fioln subtracting total liabilities and
intangible assets from total assets. Dilution arises
mainly as a result of our arbitrary
determination of the offerin 8 price of the shares
being offered. Dilution of t e value of the
shares you purchase is also a result of the lower book
value of the shares held by our existingstockholders. The
following tables compare the differences of your investment
in our shares with the investment of our existing stockholders.

AS of August 10.2011, the net tangible book value of
our shares of common stock was $3,823 or

$0.001 Der share based on 63.043.487 shares
outstanding.

xis sting stockholders if all of the shares are sold
Price per share $ 0.30
Net tangible book value per share before offering $

-

u.uu
Potential gain to existing shareholders $ 1~0,000
Net tangible book value per share after offering $

,, ,-,,-,>

V. VVL
Increase to present stockholders in net tangible book
value per share after offering $ 0.002
capital contributions $ 17,607
Number of shares outstanding before the offering
62..543.487

umber of shares after offering held by existing
stockholders 63,043,487
Percentage of ownenhip after ofiring 98.56%

Page 63


5-l.txt

PLAN OF DISTRIBUTION


Plan of ~istribution for the Company's Initial Public
Offering of 500,000 Shares

ML CAPITAL GROUP, INC. has 62,543,487 common shares of
common stock issued and
outstanding as of the date of this rospectus. The
Company is registering an addi tionay 500,000
shares of its common stock for sale at the price of
$0.30 per share. There is no arrangement to
address the possible effect of the offering on the
price of the stock.

In connection with the compan 's selling efforts in
the offering, Lisa Nelson wil z not register as
a broker-dealer pursuant to section 15 of the Exchange
Act, but rather will rely upon the "safe
harbor" provisions of SEc Rule 3a4- 1, promulgated
under the Securities Exchange nct of 1934,
as amended (the "~xchange net"). Generally speaking,
Rule 3a4-1 provides an exemption fiom
the broker-dealer reqistration requirements of the
Exchange Act for persons associated with an
issuer that participate in an offering of the issuer's
securities. MS. Ne1~0n is not subiect to anv
statutory disqualification, as thit term is-defined in
section 3(a)(39) of the ~xchange Act. Ms.
Nelson will not be compensated in connection with her
oarticipation in the offerinq by the
payment. of commissions or other- remuneration based
either directly or indirectly on transactions
in our securities. MS. Nelson is not, nor has she been
within the past 12 months, a broker or
dealer. and she is not. nor has she been within the
past 12 months, an associated person of a
broker or dealer. ~tthe end of the offerina, MS.

-.

Nelson will continue to rimarily perform
substantial duties for tFI e Company or on its behalf
otherwise than in connection with
transactions in securities. MS. Nelson will not
participate in selling an offering of securities for
any issuer more than once ever 12 months other than
in reliance on Exchange Act Ru T e 3a4-

l(a)(4)(i) or (iii).

ML CAPITAL GROUP, INC. will receive all proceeds fiom
the sale of the 500,000 shares being
offered. The price per share is fixed at $0.30 for the
duration of this offering. Although our
common stock is not listed on a public exchange or
quoted over-the-counter, we intend to seek to
have our shares of common stock quoted on the OTC
Bulletin Board. In order to be quoted on
the OTC ~ulletinBoard, a market maker must file an
application on our behalf in order to make
a market for our common stock. There can be no
assurance that a market maker will agree to file
the necessary documents with FINRA, nor can there be
any assurance that such an application
for quotation will be approved. However, sales by the

Page 64


5-l.tXt

company must be made at the fixed price
of $0.30 until a market develops for the stock.

The Company's shares may be sold to purchasers from
time to time diitly by and subject to the
discretion of the Company. Further, the Company will
not offer its shares for sale through
underwriters. dealers, aaents or anvone who mav
receive compensation in ?he form of-
underwriting discounts, concessions or commissions Gom
the company andlor the purchasers of
the shares for whom they may act as agents. The shares
of common stock sold by the company


0
ma be occasionally sold in one or more transactions;
al? shares sold under this prospectus will
be sold at a fixed price of $0.30 per share.


In order to comply with the applicable securities laws
of certain states, the securities will be
offered or sold in those only if they have been
registered or qualified for sale; an exemption from
such re istration or if qualification requirement is
availab9e and with which ML CAPITAL
GROW, INC. has complied.


In addition and without limiting the foregoing, the
company will be subject to applicable
provisions, rules and regulations under the Exchange
~ct


with regard to security transactions

during the period of time when this Registration
statement is effective.

ML CAPITAL GROUP, INC. will pay all expenses
incidental to the registration of the shares

(including registration pursuant to the securities
laws of certain states).

Plan of Distribution for the Offering of 14,043,487
shares by the selling stockholders

AS of the date of this pros ectus, there is no market
for our securities. Atter t1e date of this
prospectus, we ex ect to have an application filed
with the Financia 7 Industry Regulatory
Authority for our common stock to be e!igible for
tradina on the OTC Bulletin Board. until our
common-stock becomes eligible for trading on the OTc
Bulletin Board, the selling stockhoIders
will be offering our shares of common stock at a fixed
price of $0.30 er common share. After
our common stocr becomes eligible for trading on the
OTC Bulletin Board, the selling
stockholders may, from time to time, sell all or a
portion of the shares,of common stock on OTC
Bulletin Board. in ~rivatelv neaotiated transactions
or otherwise. ~fter'our common itock
becomes eligible for trading on the OTC Bulletin
Board, such sales may be at fixed prices
~revailina at the time of sale. at prices related to


s-l.txt

the market prices or at negotiated prices.

After our common stock becomes eligible for trading on
the oTc Bulletin Board, the shares of
common stock beina offered for resale bv this
prospectus may be-sold b the selling siockholders
by one or more of the foylowinq methods. without
limitation:

brokerage transactions and transactions in
which

Ordinar{ t e broker solicits purchasers;

privately negotiated transactions;

market sales (both long and short to the extent
permitted under the federal securities laws);

at the market to or through market makers or into an
existing market for the shares;

through transactions in options, swaps or other
derivatives (whether exchange listed or
otherwise) ; and

a combination of any of the aforementioned methods of
sale.

U
Ln the event of the transfer by any of the selling
stockholders of its shares of common stock to
any pledgee, donee or other transferee, we will amend
this prospectus and the registration
statement of which this prospectus forms a part by the
filing of a post-effective amendment in
order to have the pledgee, donee or other transferee
in place of the selling stockholder who has
transferred his, her or its shares.

In effecting sales, brokers and dealers engaged by the
selling stockholders may arrange for other
brokers or dealers to participate. srokers or dealers
may receive commissions or discounts from
a selling stockholder or, ifany of the broker-dealers
act as an agent for the purchaser of such
shares. from a purchaser in amounts to be negotiated
which are not expected to exceed those
customary in the types of transact!ons involved.
sefore our common stock becomes eligible for
trading on the oTc Bulletin Board, broker-dealers may
agree with a selling stockholder to sell a
specified number of the shares of common stock at a
price per share of $0.30.,After our
common stock becomes eliglble for trading on the OTC
sulletin soard, broker-dealers may
agree with a selling stockholder to sell a specified
number of the shares of common stock at a
stipulated price per share. Such an agreement may also

Page 66


5-1. txt

require the broker-dealer to purchase as
principal any unsold shares of common stock at the
price required to fulfill the broker-dealer
commitment to the selling stockholder if such
broker-dealer is unable to sell the shares on behalf
of the selling stockholder. Broker-dealers who acquire
shares of common stock as may

~rinci~al
thereafter resell the shares of common~stock from time
to time in transactions which may involve
block transactions and sales to and through other
broker-dealers, including transactions of the
nature described above. Aner our common stock becomes
eli ible for trading on the OTC
Bulyetin Board, such sales by a broker-dealer could be
at prices and on terms then prevailing at
the time of sale, at prices related to the
then-current market in neaotiated

rice or -
transactions. In
comection with such re-sales, the broker-dealer may
pay to or receive from the purchasers of the
shares commissions as described above. The selling
stockholders and any broker-dealers or
agents that participate with the selling stockholders
in the sale of the shares of common stock
may be deemed to be %underwritersn within the meaning
of the Securities Act in connection with
these sales. In that event, any commissions received
by the broker-dealers or agents and any
profit on the resale of the shares of common stock
purchased by them may be deemed to be
underwriting commissions or discounts under the
securities nct.

From time to time, any of the selling stockholders may
Dledae shares of common stock Dursuant
to the margin provisions of customer agreements with
brokers. Upon a default by a selling
stockholder, their broker may offer and sell the
pledged shares of common stock from time to
time. After our common stock becomes eliaible for
tradin on the OTC Bulletin Board, upon 5
sale o ? the shares of common stock, the selling
stockholders intend to comply with the
pros ectus delivery requirements under the securities
~ct

gy delivering a prospectus to each
~urchaser in the transaction. we intend to file any
amendments or other necessary documents in
compliance with the Securities ~ct

that may be
required in the event any of the selling
stockholders defaults under any customer agreement
with brokers.

To the extent required under the Securities Act, a
post effective amendment to this registration
statement--~--will be filed disclosina the name of any

.. -

broker-dealers, the number of shares of
common stock involved, the price at which the shares
of common stock is to,be sold, the
commissions Daid or discounts or concessions allowed
to such broker-deal ers, where appl icab1 e.

u


that such broker-dealers did not conduct any
Page 67


5-1. txt

investigation to verify the information set out or
incorporated by reference in this prospectus and other
facts material to the transaction.

we and the selling stockholders will be subject to
a plicable provisions of the Exchange Act and
tR e rules and regulations under it, including, without
limitation, Rule lob-5 and, insofar as a
selling stockholder is a distribution participant and
we, under certain circumstances, may be a
distribution participant, under Regulation M. ~ll

of
the fore oing may affect the marketability
of the sl?ares of common stock.

All expenses of the registration statement including,
but not limited to, legal, accountin
printing and mailing fees are and wi 7ibe borne by us.
Any commissions, discounts or other fees
pa able to brokers or dealers in connection with any
saT e of the shares of common stock will be
borne by the selling stockholders, the purchasers
participating in such transaction, or both.

Any shares of common stock covered by this prospectus
which qualify for sale pursuant to Rule

144 under the securities ~ct, as amended, may be sold
under Rule 144 rather than pursuant to
this prospectus.

Penny Stock Rules

The Securities Exchange Commission has also adopted
rules that regulate broker-dealer practices in connection
with transactions in "penny stocks" as
such term is defmed by Rule 159-9. Penny
stocks are general1 equity securities with a price of
less than $5.00 (otx er than securities
registered on certain national securities exchanges or
quoted on the NASDAQ system provided
that current price and volume information with respect
to transactions in such securities is
provided by the exchange or system).

The shares offered by this prospectus constitute penny
stock under the securities and ~xchange
Act. The shares will remain penny stock for the
foreseeable future. T she classification of penny
stock makes it more difficult for a broker-dealer to
sell the stock into a secondary market, which
makes it more difficult for a urchaser to liquidate
his or her investment. Any broger-dealer
engaged by the purchaser For the pur ose of selling
his or her shares in our company wily be
subject to the penny stock rules.

The penny stock rules require a broker-dealer, prior
to a transaction in a penny stock not
otherwise exempt fiom those rules, deliver a
standardized risk disclosure document prepared by
the Commission, which: (i)contains a description of
the nature and level of risk in the market for
penny stocks in both public offerings and secondary

Page 68


trading; (ii)contains a description of the
broker s or dealer's duties to the customer and of the
rights and remedies available to the
customer with respect to a violation to such duties or
other requirements of securities' laws;

(iii)contains a brief, clear, narrative description
of a dealer market, including bid and ask prices
for penny stocks and significance of the spread
between the bid and ask price; (iv) contains a
toll-free telephone number for inquiries on
disciplinary actions; (v) defines significant terms in
the disclosure document or in the conduct of trading
in penny stocks; and (vi) contains such other
information and is in such form as the commission
shall require b rule or regulation. The
broker-dealer T

a so must provide to the customer, priorto effecting
any transaction in a penny

n

u


stock, (i)bid and offer quotations for the penny
stock; (ii)the compensation of the broker-dealer
and its salesperson in the transaction; (iii)the
number of shares to which such bid and ask prices
applx, or other comparable information relating to the
dept and liquidity of the mket for such
stock: and (iv) -

monthlv account statements showina the
market value of each stock held in
the customer's account.

In addition, the penny stock rules require that prior
to a transaction in a penny stock not
otherwise exempt from those rules; the broker-dealer
must make a special written determination
that the penny stock is a suitable investment for the
purchaser and receive the purchaser's written
acknowledgment of the receipt of a risk disclosure
statement, a written agreement to transactions
involving penny stocks, and a signed and dated copy of
a written suitability statement. These
disclosure reouirements will have the effect of
reduci ne the tradin activity in the secondary

market or our stocz because it will -

be subiect to
these penny stock rules. here fore,
stockholders may have difficulty selling those
securities.

REGULATION M

~uringsuch time as we may be engaged in a
distribution of any of the shares we are registering
bv this reaistration statement, we are reouired to
cbmply with Regulation M. In eneral ,
Re ulation M precludes any seqlin stockholder, any affiliated
purchasers and any broker-dealer
or other person who participates in a distribution
from bidding for or purchasing, or attempting to
induce any person to bid for or purchase, any security
which is the subject of the distribution
until the entire distribution is complete. regulation
M defines a "distribution" as an offering of
securities that is distinguished from ordinary trading
activities by the magnitude of the offering

Page 69


s-l.txt
and the presence of s ecial selling efforts and
selling methods. Regufation M also defines a
"distribution participant" as an underwriter,
prospective underwriter, broker, dealer, or other
person who has agreed to articipate or who is
participating in a distrigution.

Regulation M under the ~xchange Act prohibits, with
certain exceptions, participants in a
distribution GOm bidding for or purchasing, for an
account in which the participant has a
beneficial interest, any of the securities that are
the subject of the distribution. kegulation M also
governs bids and purchases made in order to stabilize
the price of a security in connection with a
distribution of the securit we have informed the
sellina shareholders that tk anti-
manipuTation provisions of Regulation M may apply to
the sales of their shares offered by this
prospectus, and we have also advised the sellin
shareholders of the requirements for delivery o 9
this prospectus in connection with any sales of the
common stock offered by this prospectus.

DESCRIPTION OF SECURITIES

ORGANIZATION M'lTHIN THE LAST FIVE YEARS

On september 27,2009, the company was incorporated under
the laws of the state of Nevada.
we were formed to provide financial consulting
services. We are in the exploration stage, and
have not realized any revenues from our operations.

U

Lisa Nelson has served as our President and chief
~xecutive Officer, Secretary and Treasurer,
from September 27, 2009, until the current date. our
board of directors is comprised of:

Lisa Nelson

~il

ton Masson

Cecil Yates

Peck King

we are authorized to issue 100,000,000 shares of
common stock, par value 8.0001 per share. In
October 2009, we issued restricted shares of common
stock to our directors, and to consultants as
follows :

Lisa Nel son-~i rector
Milton MasSon- Director
Cecil Yates
peck King
~nthony Muratore
lames Ray

Nicole Austin


vincent sarbagal lo
Phil ~adaris

~fter the issuance, sold an aggregate of 43,487 shares
of common stock to 23 individual
purchasers, each of whom pa~d $0.30 per share of the
Company's common stock. ~ach of the
23 purchasers purchased common stock in consideration
for an aggregate purchase price of
$13,245.

Markets

we remain in the start uw staae. we have not aenerated

-

revenues yet. However, we intend to
acqui re new client organizations. The availability of
a ready market and the prices obtained for
our services will vary with the business cycle, of
which we have no control. As a aeneral rule
there are small and medium sized companies needing our
type of services at all times.

There are many individuals roviding the same services
as ML Cawital GrOUw. Inc.. tut none that
can prov<de the depth of our coverage. If we are
successful, then it is expected that additional
competition will be forthcoming.

Insurance

we do not maintain any insurance and do not intend to
maintain insurance in the future. Because
we do not have any insurance, if we are made a party
of a legal action, we may not have
sufficient funds to defend the litigation. If that
occurs a judgment could be rendered against us
that could cause us to cease operations.

U

Employees; ~dentification of Certain Significant
Employees.

we are an exploration stage company and currently have
no employees. LisaNelson, our CEO,
and ~ilt0n MasSon are a non-employee officers and
directors of the company. we intend to
hire employees on an as needed basis.

our executive offices are currentlv located at 16810
Avenue of the Fountains., ~ountain*Hills,
A2 85268. This is the office provided by our officer
and Director ~isa Nelson. we do not pay
any rent to Ms Nelson and there is no agreement to pay
any rent in the future. our telephone
number is (480) 516-3394.

Government Regulation

we will be required to comply with all regulations,
rules and directives of governmental
Page 71


S-1. txt

authorities and agencies applicable financial
operations in any jurisdiction which we would
conduct activities .


~egal Proceedings


we are not currently a party to any legal proceedings,
and we are not aware of any pending or
potential legal actions.


MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS


MARKET 1NFORMATION


ADMISSION TO QUOTATION ON THE OTC BULLETIN BOARD


We intend to have our common stock be quoted on the
OTC Bulletin Board. rf our securities are
not quoted on the oTc Bulletin Board, a security
holder may find it more difficult to dispose of.
or to obtain accurate quotations as to the market
value of our securities. The OTC Bulletin Board
differs fiom national and regional stock exchanges in
that it:


(1) is not situated in a single location but operates
through communication of bids, offers and
confirmations between broker-dealers, and (2)
securities admitted to quotation are offered by one
or more Broker-dealers rather than the "specialist"
common to stock exchanges.
To qualify for quotation on the OTC Bulletin Board, an
equity security must have one registered
broker-dealer, known as the market maker, willing to
list bid or sale quotations and to sponsor
the comDanv listina. we do not vet have an aareement
-

with a ie i'stered 6roker-dealer; as the
market ma '2 er, willing to list bid or sale quotations
and to sponsor the company listin . If the
company meets the qualifications 7or trading securities
on the OTC Bulletin Board our securities

0


will trade on the OTC Bulletin Board until a future
time, if at all, that we apply and qualify for
admission to quotation on the NASDAQ Capital Market.
We may not now and it may never
qualify for quotation on the OTC Bulletin Board or be
accepted for listing of our securities on
the NASDAQ Capital Market.

TRANSFER AGENT

We have engaged Platinum Stock ~ransfer as transfer
a ent to serve as transfer agent for shares

o7 our common stock. Platinum stock ~ransfer is
registered with the Securities and Exchange
Commission of the united states.
HOLDERS

AS of nugust 10,201 1, the company had 62,543,487
Page 72


s-l.txt

shares of our common stock issued and
outstanding held by 30 holders of record.

The selling stockholders are offering hereby up to
14,043,487 shares of common stock at a price
ofS0.30 per share.

DIVIDEND POLICY

we have not declared or paid dividends on our common
stock since our formation, and we do
not anticipate paying dividends in the foreseeable
future. Declaration or a ment of dividends, if
any, in the future, wily ge at the discretion of our
Board of Directors and will depend on our then
current financial condition, results of operations,
ca ital requirements and other factors deemed
re7evant b the Board of Directors. here are no
contractuay restrictions on our ability to declare
or pay dividends. see the Risk Factor entitled
"BECAUSE WE DO NOT INTEND TO PAY
ANY CASH DIVIDENDS ON OUR COMMON STOCK. OUR
STOCKHOLDERS WILL
NOT BE ABLE TO RECEIVE A RETURN ON THEIR SHARES UNLESS
THEY SELL
THEM.


SECUIUTIES AUTHORIZED UNDER EQUITY COMPENSATION PLANS


we have no equity compensation or stock option plans.
we may in the future adopt a stock
option plan as our activities progress.


MANAGEMENT'SDISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION


AND RESULTS OF OPERATION


certain statements contained in this prospectus,
including statements regarding the anticipated
development and expansion of our business, our intent.
belief or current expectations, primarily
with respect to the future operating performance of
the Company and the products we expect to
offer and other statements contained herein regarding
matters that are not historical facts, are
"forward-looking" statements. Future filings with the
Securities and Exchange Commission,
future press releases and future oral or written
statements made by us or with our approval,
which are not statements of historical fact, may
contain forward-looking statements, because


such statements include risks and uncertainties,
actual results may differ materially from those
expressed or implied by such forward-looking
statements.


~llforward-lookmg statements speak only as of the
date on which they are made. we undertake
no ohligation to update such statements to reflect
events that occur or circumstances that exist


Page 73


5-l.txt

after the date on which they are made.

PLAN OF OPERATION

Our cash balance is $12,3 17 as of May,31,201 1. We
believe our cash balance is not sufficient
to fund our limited levels of operations beyond one
year's time.

our independent registered public accountant has
issued a going concern o inion. This means
that there is substantia 7 doubt that we can continue
as an on- oing business for the next twelve
months un ?ess we obtain additional capital to pay our
bills. This is because we have not
generated revenues and no revenues are anticipated
until we complete our initial business
develooment. There is no assurance we will ever reach
that siage.

TO meet our need for cash we are attem ting to raise
money from this offering. we believe t1at
we will be able to raise enough money through this
offering to expand operations but we cannot
guarantee that once we expand operations we will stay in
business after doing so. if we are
unable to successfully find customers we may quickly
use up the proceeds from this offering and
will need to find alternative sources. ~tthe present
time, we have not made an arrangements to
raise additional cash, otK' er than through this
offering.

if we need additional cash and cannot raise it, we
will either have to suspend operations until we
do raise the cash, or cease operations entirely. Even
if we raise $150,000 from this offering, it
will last one year, but we may need more funds to
develop growth strategy, and we will have to
revert to obtaining additional money.

If we do not obtain the maximum or less than 50% of
the maximum proceeds, we may need to
borrow additional funds to continue our business plan
within next twelve months. We cannot
provide investors with any assurance that we will be
able to raise sufficient funds to proceed with
any work or activities of the development program. we
plan to raise additional funding for
development by way of a private debt or equityfinancing,
but have not commenced any activities to raise such funds
and have no current plans on how to raise such funds.

we believe we can satisfy our cash requirements during
the 12 months following completion of
our public offering. we will not be conducting any
product research or development.
We expect to complete our public offering within 10
days after the effectiveness of our
registration statement by the Securities and Exchange
Commissions. We intend to concentrate
our efforts on raising capital during this period.

Page 74


our operations will be limited due to the limited
amount of funds on hand. In the twelve
months, following completion of our public offering we
plan to do the following activities to
expand our business operations.

1.
Research on line, attend trade shows and contact our
associates in several industrys. we lan
to have this list of roperties comp L7eted after two
months following compTeti on of our pub1ic
offering.
2.
In the third and fourth months after completion of our
offerina if maximum amount of shares is
sold we-plan to set up office and acquire the
necessary equipment to be in operations. our
officers and directors wi ?1 handle our administrative

~ ~

duties.
under our current operating plaq we believe that it is
not possible to know when we will start to
aenerate revenue from o~erations. we do not have
sufficient cash and cash equivalents to
execute our operations, and we will need the funds
from this offering to commence our planed
business activities. we may also need to obtain
additional financing to operate our business for
the twelve months following completion of our public
offering. Additional financing, whether
through public or private equity or debt financing,
arrangements with the security holder or
other sources to fund o erations, may not be
available, or if availaFIle, may be on terms
unacceptable to us. our ability to maintain sufficient
liquidity is dependent on our ability to raise
additional capital .

~fwe are unable to tind and acquire new client
company's, we may have to suspend or cease
operations. 1f we cannot generate sufficient revenues
to continue operations, we will suspend or
cease operations. If we cease operations, we likely
will dissolve and file for bankruptcy and
shareholders would lose their entire investment in our
company.

Lisa Nelson, our president will be devoting
approximately 48% of her time to our operations.

Once we expand operations, Ms. ~els0n has agreed to
commit more time as required. Because
Ms. Nelson will only be devotin limited time to our
operations, our operations may !e sporadic
and occur at times which are convenient to her. AS a
result, operations may be periodically
interrupted or suspended which could result in a lack
of revenues and a cessation of operations.

OFF-BALANCE SHEET ARRANGEMENTS

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s-l.txt

we have no off-balance sheet arranaements that have or
are reasonably likely to have a cuFrent
or future effect on our financial condition, -

chanqesin financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures
or capital resources.

LIMITED OPERATING HISTORY: NEED FOR ADDITIONAL CAPITAL

There is no historical financial information about us
upon which to base an evaluation of our
performance. We are in start-up staae o~erations and we.
have not generated any revenues. we
cannot guarantee we will be successful in our business
operations. our business is subject to

0
risks inherent in the establishment of a new business
enterprise, includina limited capital
resouices and possibTe cost overruns due to price and
cost increases in services and products.

we have no assurance that future financing will be
available to us on acceptable terms. If
financing is not available on satisfactory terms, we
may be unable to continue, develop or
expand our o erations. Equity financing could result
in additionay dilution to existing
shareholders.

RESULTS OF OPERATIONS

From Inception on September 22,2009 to May 31,2011

Our loss since inception is $15,602 related primarily
to professional fees, a management fees, the
incor~oration of the comuanv. -

bank charaes and office
supplies. we have not meaningfully
commenced our proposed business operations and will
not do so until we have completed this
offering.

since inception, we have offered and exchanged
48,500,000 shares of common stock to our
officers and directors, at a purchase price of $0.0001
per share, for aggregate cost of $4,850, and

(ii)offered and sold 41.587 shares of our common
sto;k to 23 investors, at a purchase price of
$0.30 per share, for aggregate proceeds of $12,915.
LIQUIDITY AND CAPITAL RESOURCES
AS of May 31,201 1, the company had $ 12,317 cash and
our liabilities were $8,494, consisting
of primarily professional fees, a management fees, the
incorporation of the company, bank
charges and office supplies. The available capital
reserves of the company are not sufficient for
the company to remain operational.

To meet a small part our need for cash we are
attempting to raise money from this offering. we
Page 76


s-l.txt

cannot guarantee that we will be able to sell all the
shares required. If we are successful, anymoney raised
will be applied to the items set forth in
the use of Proceeds section of this
prospectus. we will attempt to raise the necessary
funds to proceed with all phases of our planof operation.
The sources of funding we may consider
to fund this work include a public
offering, a private placement of our securities or
loans fiom our director or others.

AS of the date of this registration statement, the
current funds available to the Company will not

be sufficient to continue maintaining a reporting
status.

our auditors have issued a "goin concern" opinion,
meaning that there is substantia? doubt if we
can continue as an on-going business for the next
twelve months unless we obtain additional
capital. NO substantial revenues are anticipated until
we have completed the financin 9 from this
offering and implemented our p an of operations. Our
only source for cash at this time is
investments by others in this offering. we must raise
cash to implement our strategy and stay in

0
business. The amount of the offering will likely allow
us to operate for at least one year and have
the capital resources required to cover the material
costs with becoming a public1 y reporting.

The Company anticipates over the next 12 months the
cost of being a reporting public company
wi 11 be approximate1 y $10,000.

we are hi hly dependent upon the success of the
private o?ferings of equity or debt securities, as
described herein. Therefore; the failure thereof would
result in the need to seek capital from
other resources such as taking loans, which would
likely not even be possible for the Company.

However, if such financing were available, because we
are an exploration stage company with
no operations to date, we would likely have to pay
additional costs associated with high risk
loans and be subject to an above market interest rate.
At such time these funds are required,
management would evaluate the terms of such debt
financing. ~f the Company cannot raise
additional proceeds via a private placement of its
equity or debt securities, or secure a loan, the
Company would be required to cease business
operations. As a result, investors would lose all of
thei r investment.

Management believes that current trends toward lower
capital investment in start-up companies,
offer challenges to the Company's success over the
next year and in future years. Additionally,
the Comvany will have to meet all the financial

Page 77


5-1. txt
disclosure and rev or tinh requirements associated

with being a publicly reporting company. The Company's
management will have to spend
additional time on policies and procedures to make
sure it is compliant with various regulatory
requirements, especially that of Section 404 of the
Sarbanes-Oxley Act of 2002. o his additional
corporate governance time required of management could
limit the amount of time management
has to implement is business plan and impede the speed
of its operations.

should the ComDanv fail to sell less at least 50% of
its shares under %his offering the Company
would be forced to scale back or abort com~letelv the
implementation of its 12-month plan of
operation.

SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The company reports revenues and expenses using the
accrual method of accounting for
financial and tax reporting purposes.

USE OF ESTIMATES

Management uses estimates and assumptions in preparing
these financial statements in
accordance with generally accepted accounting
principles. Those estimates and assumptions
affect the reported amounts of assets and liabilities,
the disclosure of contingent assets and
liabilities, and the reported revenues and expenses.

INCOME TAXES

0
The Company accounts for income taxes under ASC 740
"Income Taxes" which codified SFAS
109, "Accounting for Income Taxes" and FIN 48
"~ccounting for uncertainty in Income Taxes

-an Interoretation of FASB statement No. 109." under
the asset' and liability method of ASC
740, deferred tax assets and liabilities are
recognized for the future tax consequences
attributable
to differences between the financial statements
carrying amounts of existing assets and liabilities
and their respective tax bases. Deferred tax assets
and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years
in which those temporary differences are
expected to be recovered or settled. under ASC 740,
the effect on deferred tax assets and
liabilities of a change in tax rates is recognized in
income in the period the enactment occurs. A
valuation allowance is provided for certain deferred

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s-l.txt
tax assets if it is more likely than not that the
company will not realize tax assets through future
operations.
FAIR VALUE OF FINANCIAL INSTRUMENTS

Accounting standards codification Topic 820,
"Disclosures nbout Fai r value of Financi a1
Instruments", requires the company to disclose, when
reasonably attainable, the fair market
values of its assets and liabilities which are deemed
to be financial instruments. The company's
financial instruments consist primarily of cash.

PER SHARE INFORMATION

The company computes net loss per share accordance
with FASB ASC 205 "Earninas Der
share". FASB ASC 205 requires presentation of both
basic and diluted earninas per share (EPS)
on the face of the income statement. tiasic EPS is
computed by dividing net loss available

to common shareholders (numerator) by the weighted
average number of shares
outstandig (denominator) during the period. Diluted
EPS gives effect to all potentially dilutive
common shares outstanding durin the period. Diluted
EPS excludes all potentially di?utive
shares if their effect is anti-dilutive.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS

he Directors and officers currently serving our
Company is as follows:

~isaNelson Presidm-Treuurer,
Director
~ilt0nMason secretary, Dictor
cecil Yaks Director
peek King olenor

The directors named above will serve until the next
annual meeting of the stockholders or until
his respective resignation or removal from office.

hereafter, directors are anticipated to be
elected for one-year terms at the annual stockholders'
meeting. officers will hold their positions
at the pleasure of the Board of Directors, absent any
employment agreement, of which none
currently exists or is contemplated.

DIRECTOR INDEPENDENCE

our board of directors is currently composed of four
members, two do qualify as an independent
director in accordance with the ~ublished listina
requirements of the NASDAQ Global Market
(the ComDanv has no olans to list on the NASDAQ Global
iarket) .' ~h& '

NASDAQ
independence definition includes a series of objective
tests, such as that the director is not, and

Page 79


S-1.txt

has not been for at least three years, one of our
employees and that neither the director, nor anyof his
family members has engaged in various types of
business deayinas with us. In addition. ow
board of directors has not made a subjective determination
as to our director that no relationships

exist which, in the opinion of our board of directors,
would interfere with the exercise of
independent judgment in carrying out the
responsibilities of a director, though such subjective

determination is required by the NASDAQ rules. Had our
board of directors made these
determi nations, our board of di rectors would have
reviewed and discussed information provided
by our director and us with regard to our director's
business and ~ersonal activities and
relationships'as they may relate to us and our
management.

SIGNIFICANT EMPLOYEES AND CONSULTANTS

our CEO and director, Lisa Nelson, in not an employee
of the Company. Ms Nelson. is an
independent contractor/consultant to the company. we
currently have no employees .

CONFLICTS OF INTEREST

since we do not have an audit or compensation
committee comprised of independent directors,
the functions that would have been performed by such
committees are performed by our director.
The Board of Directors has not established an audit
committee and does not have an audit
committee financial expert, nor has the Board
established a nomi nati na committee. The Board is
of the opinion that such committees are not necessary
since the company is an early exploration
stage company and has only one director, and to date,
such director has been performing the
functions of such committees. ~hus, there is a
potential conflict of interest in that our director
and officer has the authoritv to determine issues
concerning management compeniati on,
nominations, and audit issues that mav affect
management decisions .

other than as described above, we are not aware of any
other conflicts of interest of our
executive officer and director.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

There are no legal proceedings that have occurred
since our incorporation concernin our
director, or control ersons whic! involved a criminal
conviction, a crimi na C proceeding, an
administrative or civil proceeding limiting one's
participation in the securities or banking
industries, or -

a fmdina of securities or commodities
law violations.
Page 80


s-l.txt

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

0

-AOCKWOPTIONS AR-A-
COW.
LISA NELSON
MILTON MASSON
I4,0007XT --
4,000
800

PECK KING 25 -125 -

CECIL YATES 25 25

our officers and directors have not received monetary
compensation since our inception to the
date of this DrosDectus. we currently do not Day any

.. .

compensation to our director serving-on our
board of directors.

STOCK OPTION GPANTS

we have not granted any stock options to our executive
officer since our inception. upon the
further development of our business, we will likely
grant options to directors and officers
consistent with industry standards for junior mineral
exploration companies.

EMPLOYMENT AGREEMENTS

The Company is not a party to any employment agreement
and has no compensation agreement
with its officers and directors.

DIRECTOR COMPENSATION

Directors received no compensation since origination
of the corporation on September 27,2009.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

The following table lists, as of January 26,2011, the
number of shares of common stock of our
company that are beneficially owned by (i)each person
or entity known to our company to be
the beneficial owner of more than 5% of the
outstandin common stock; (ii)each officer and
director o? our company; and (iii)all officers and
directors as a group. ~nformation relating to
beneficial ownership of common stock by our principal
shareholders and management is based
upon information furnished by each person using
"Beneficia1 ownership" concepts under the
rules of the securities and Exchange commission. under
these rules, a person is deemed to be a
beneficial owner of a security if that person has or

Page 81


s-l.txt

shares voting power, which includes the
power to vote or direct the voting of the security, or
investment power, which includes the power
to vote or direct the voting of the security. The
person is a1 so deemed to be a beneficial owner of
any security of which that person has a right to
ac uire beneficial ownership within 60 days.
un1er the Securities and Exchange commission rules,
more than one person may be deemed to

U
be a beneficial owner of the same securities, and a
person may be deemed to be a beneficial
owner of securities as to which she or she may not
have any ecuniary beneficial interest. Except
as noted gelow, each person has sole voting and
investment power.

The percentages below are calculated based on

62.543.487 shares of our common stock issued
and outstanding as of May 31,2011. We do not have any
outstandinq warrant, options or other
securities~exercisable~for or convertible into shares
of our common stock.
BENEFICAL OWNERSHIP BY OFFICERS AND DIRECTORS

Icommon ~ilt0n Masson 8,000,000

/ Common

common Cecil Yates

t

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

There were no related party transactions to report.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION

FOR SECURITIES ACT LIABILITIES

Our Bylaws provide to the fullest extent permitted by
law that our directors or officers, former
directors and officers, and persons who act at our
request as a director or officer of a body
cor orate of which we are a shareholder or creditor
sha71 be indemnified by us. we believe that
the indemnification provisions in our BY-laws are
necessary to attract and retain qualified
persons as directors and officers.

~nsofaras indemnification for liabilities arising
under the securities ~ct

of 1933 may be
permitted to directors. officers or persons
controlling the Company pursuant to provisions of the
State of Nevada, the Company has been informed that,
in the opinion of the securities and
Exchange Commission, such indemnification is against
public policy as ex~ressed in the Act and


5-1.txt

is, therefore, unenforceable.

WHERE YOU CAN FIND MORE INFORMATION

we have filed with the commission a Registration
Statement on Form s-1, under the Securities
Act of 1933, as amended, with respect to the
securities offered by this prospectus. his
prospectus, which forms a part of the registration
statement, does not contain all ihe information
set forth.in the registration statement, aspermitted
by the rules and regulations of the
Commission. For further information with respect to us
and the securities offered by this
prospectus, reference is made to the registration
statement. we do not file reports with the
Securities and ~xchange Commission, and we will not
otherwise be subject to the proxy rules.
The registration statement and other information may
be read and copied at the commission's
public Reference Room at 100 F Street, N.E.,
Washington, D.C. 20549. The public may obtain
information on the operation of the Public ~eference
Room by calling the Commission at 1-800-
SEC-0330. The commission maintains a web site at
http://www.sec.gov that contains reports
and other i-lformation regarding issuers that file
electronicall y with the commission.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

Madsen and Associates are our registered independent
auditor. There have not been any changes
in or disagreements with accountants on accounting and
financial disclosure or any other matter.

0
[OUTSIDE BACK COVER PAGE]


PROSPECTUS

ML CAPITAL GROUP, INC.

500,000 SHARES OF
COMMON STOCK
TO BE SOLD BY ML CAPITAL GROUP, INC.

14.043.487 SHARES OF
COMMON'STOCK
TO BE SOLD BY CURRENT SHAREHOLDERS
we have not authorized any dealer, salesperson or
other person to give you written information
other than this prospectus or to make representations
as to matters not stated in this prospectus.
YOU must not rely on unauthorized information. This
prospectus is not anoffer to sell these
securities or a solicitation of your offer to buy the
securities in any jurisdiction where that would

Page 83


5-l.txt

not be permitted or legal. Neither the delivery of
this prospectus nor any sales made hereunder
after the date of this prospectus shall create an
implication that the information contained herein
nor the affairs of the Issuer have not changed since
the date hereof.

Until November 8,201 1(90 days after the date of this
prospectus), all dealers that effect
transactions in these shares of common stock may be
reauired to deliver a DrosDectus. This is in
addition to the dea1er"s obligation to deliver a
prospectus when actin as anunderwriter and with
respect to their unso9d allotments or subscriptions.

THE DATE OF THIS PROSPECTUS IS AUgUSt 10,201 1

0
PART I1-TNFORMATION NOT REQUIRED TN PROSPECTUS

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the estimated expenses
in connection with the issuance and
distribution of the securities being registered
hereby. ~ll be borne by the

such expenses will
company; none shall be borne by any selling
stockholders.

Itern (us$)
SEC Registration Fee
~ransfer Aaent Fees
~egal ~ees-
Accounti ng Fees
Printing Costs
-iscefaneous
$ 506.55

750.00
6.250.00
TOTAL

LNDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company's Bylaws and ~rticles of Incorporation
provide that we shall, to the full extent
permitted by the Nevada General Business Corporation
Law, as amended from time to time (the
"Nevada Corporate Law"), indemnify all of our
directors and officers. Section 78.7502 of the
Nevada corporate Law provides in part that a
corporation shall have the power to indemnify any
person who was or is a party or is threatened to be
made a party to any threatened, pending or
completed action, suit or proceeding (other than an
action by or in the right of the corporation)
by reason of the fact that such person is or was a

director, officer, employee or agent of another
corporation or other enter rise, against expenses
(including attorneys' fees?, judgments, fines and

Page 84


5-1. txt

amounts paid in settlement actually and reasonably
incurred by her in connection with such
action, suit or proceeding if she acted in good faith
and in a manner she reasonably believed to
be in or not ODDOS~~

to the best interests of the
corporation, and with respect to any criminal
action or proceeding, had no reasonable cause to
believe his conduct was unlawful.

Similar indemnity is authorized for such persons
against expenses (including attorneys' fees)
actuallv and reasonablv incurred in defense or
settlement of any threatened, pending or
completed action or suit by or in the right of the
corporation, if such person acted in good faith
and in a manner she reasonably believed to be in or
not opposed to the best interests of the
corporation, and provided further that (unless a court
of competent uri sdi ction otherwise
provides) suciperson shall not have been adjudged
liable to the corporation. Any such
indemnification may be made only as authorized in each
soecific case uoon a determination bv
the stockholders or disinterested directors that
indemnification is proper because the indemni tee
has met the applicable standard of conduct. under our
Bylaws and Articles of Incorporation, the
indemnitee is presumed to be entitled to
indemnification and we have the burden of proof to
overcome that presumption. where an officer or a
director is successfid on the merits or
otherwise in the defense of any action referred to
above, we must indemnify her against the
expenses which such officer or director actually or
reasonably incurred. ~nsofaras
indemnification for liabilities arising under the
Securities ~ct

of 1933may be permitted to

0
directors, officers and controllino Persons of the
registrant pursuant to the foregoing' provisions,
or otherwise. the resistrant has been advised that in
the opinion of the securities and Exchange
commission such indemnification is against public
policy as expressed in the ~ct

and is,
therefore, unenforceable. In the event that a claim
for indemnification against such liabilities
(other than the payment by the registrant of expenses
incurred or paid by a director, officer or
controlling person of the registrant in the successful
defense of any action, suit or proceeding) is
asserted by such director, officer or controlling
person in connection with the securities being
registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by
controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as
expressed in the Act and will be governed by the
final adjudication of such issue.

RECENT SALES OF UNREGISTERED SECURITLES

Page 85


s-l.txt
since inception the following sales or issuances of
unregistered securities has occurred:

October 2009 43,487 shares of common stock sold to 23
individuals for a total $13,046
October 2009 48,000,000 shares of common stock issued
to 2 Officers for Services at $0.0001
october 2009 500,000 shares of common stock issued to
2 Directors for services at $0.0001
October 2009 14,000,000 shares of common stock issued
to 5 consultants for services @
$O.OOOl

EXHIBITS AND FINANCIAL STATEMENT SCSHEDULES

The following exhibits are filed as part of this
registration statement:

Exhibit
Description

3.1
Articles of Incorporation of Registrant
3.2
Bylaws of the Registrant
-.

>. L
Opinion of Law offices of Michael W. Berg, regarding
the legality
of the securities being registered

23.1
consent of Law ofiiees of ~ichael W. Berg, PLLC
(included in
Exhibit 5.1)
23.2
Consent of Madsen & Assoc. CPA
UNDERTAKINGS
The undersigned Registrant hereby undertakes:

(a)(l) To file. during any period in which offers or
sales of securities are being made, a
post-effective amendment to ?his registration
statement to:

(i)Include any prospectus required by section
10(a)(3) of the Securities ~ct
of 1933;

lii)

\..I


TO reflect in the prospectus any facts or events
arising after the effective date ofthe registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the
ag regate, represent a fundamental change in the
inFormation set forth in the registration
statement. ~otwithstanding the foregoing, any increase
or decrease in volume of securities

-

U
offered (if the total dollar value of securities
offered would not exceed that which was registered)

and any deviation from the low or high end of the
estimated maximum offering range may be

reflected in the form of prospectus filed with the
Page 86


s-l.txt

commission pursuant to Rule 424(b)

( 230.424cb) of this chapter) if, in the aggregate,
t'ie changes in volume and price represent no

rnore than 20% change in the maximum a gregate
offering price set forth in the "calcu?ation of

Registration Fee" table in the effective registration
statement.

(iii)
TO include any material information with respect to
the 7lan of distribution not previously
discused in the registration statement or any material
change to sueh information in the registration statement;
(2) That, for the purpose of determining any liability
under the Securities ~ct
of
1933, each such post-effective amendment shall be
deemed to be a new registration statement
relating to the securities offered therein, and the
offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(3) To remove from registration b means of a
post-effective amendment any of tie
securities being registered which remain unsold at the
termination of the offering.
(4) That, for the purpose of determining liability
under the Securities Act of 1933 to
any purchaser:
(i)Ifthe registrant is subject to Rule 430c, each
prospectus fded pursuant to Rule 424(b) as part of a
registration statement relating to an offering, other
than registration statements relying on Rule
430B or other than prospectuses filed in reliance on
Rule 430A, shall be deemed to be part of and
included in the re istration statement as ofthe date
it is first used a 7ter effectiveness. Provided.
however, that no statement made in a registration
statement or prospectus that is part of the
registration statement or made in a document
incorporated or deemed incorporated by reference
into the registration statement or prospectus that is
part of the registration statement will as to a
purchaser with a time of contract of sale prior to
such fust use, supersede or modify any statement
that was made in the registration statement or
prospectus that was part of the registration
statement or made in anv such document immediatelv
prior to such date of first use.
(5) That, for the purpose of determining liability of
the registrant under the
securities Act of 1933 to any purchaser in the initial
distribution of the securities: The
undersigned registrant undertakes that in a primary
offering of securities of the undersigned
registrant pursuant to this registration statement,
re ardless of the undenvriting method used to
se41 the securities to the purchaser, if the
securities are offered or sold to such purchaser by
means of any of the followin communications, the
undersigned registrant will %e a seller to the
Page 87


5-l.txt

purchaser and will be considered to offer or sell such
securities to such purchaser:

(i)Any preliminary prospectus or prospectus of the
undersigned registrant relating to the offering
required to be fded pursuant to Rule 424;
(ii)Any free writing prospectus relating to the
offering prepared by or on behalf of the
undersigned registrant or used or referred to by the
undersi ned registrant;
(iii)Tk'e portion of any other free writing prospectus
relating to the offering containing material
information about the undersi ned registrant or our
securities ~rovided by or on %ehalf of the
undersigned' registrant; and
U

(iv) Anv other communication that is an offer in the
offering made by the undersigned registrant
to the purchaser.
Insofar as indemnification for liabilities arising
under the Securities nct of 1933 (the "Act") may
be permitted to our directors, officers and
control ling persons pursuant to the provisions above,
or otherwise, we have been advised that in the opinion
of the SEC such indemnification is
against public policy as expressed in the securities
~ct,and is, therefore. unenforceable.
In the event that a claim for indemnification against
such liabilities, other than the payment by us
of expenses incurred or paid by one of our directors.
officers, or controlling persons in the
successful defense of any action, suit or proceeding,
is asserted by one of our directors, officers,
or controlling persons in connection with the
securities being registered, we will, unless in the
o~inion of our counsel the matter has been settled bv
controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification is against public pol icy as
ex~ressed in the Securities Act. and we will be
governed by the final adjudication of such issue.

SIGNATURES

In accordance with the requirements of the securities
nct of 1933, the Registrant certifies that it
has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-1 and
has authorized this registration statement to be
signed on its behalf by the undersigned, in Carson
City, Nevada, on the 27th day of lanuary 201 1.

ML CAPITAL CROUP, INC.

(~egistrant)

BY: 1st Lisa~elson
Name: Li sa Nel son
Title: president and chief Executive Off-cer
(Principal Executive Officer and principal
Financial and Accounting Officer)

POWER OF ATORNEY
Page 88


KNOW ALL PERSONS BY THESE PRESENTS. that each DerSOn
whose signature appears
below constitutes and appoints Lisa el son, as his
true and lawful attorney-in-fact and agent
with full power of substitution and resubstitution,
for her and in his name, place and stead, in any
and all capacities, to sign any or all amendments
(including post-effective amendments) to this
Registration Statement on Form S-1 of ML CAPITAL
GROUP, WC., and to file the same, with
all exhibits thereto, and other documents in
connection therewith. with the securities and
Exchange Commission,'pant unto said attorney-in-fact
and aaent. full power and authority to do
and perfonn each' and every act and-thing requisite and
necessary to be done in and about the
foreaoina. as fullv to all intents and ourooses as she
mi hf orJcould do in person, hereby rat\fy\ng
an8 confirming all that said attorne in-fact and
agent, or his substitutes, may lawfuyry do or
cause to be done by virtue hereof.

0
In accordancewith the requirements of the Securities
Act of 1933, this registration statenlent was
signed by the following persons in the capacities and
on the dates stated.

-&&&-.-.,k

si-anawe ~itleDate
1s/Lisa Nelson President and chief Executive Oilicer,
Auaust 10.2Oli
~igaelson Secmtary, Treasurer and ~irector

1-'



ROSS MILLER
Secretary of State
204 North CarsOn Street, Suite 4
Carson City, Nevada 89701
(775) 684 5708
Website;
www.nvsos.qon


Scllt~
4
1-4520


Filed in the office of
Ross MilIer
Secretary of State

Articles of Incorporation


State of Nevada


(PURSUANT TO NRS CHAPTER 78)


Document Number
20090696065-03
Filing Date and Time
09/22/20093:10 PM


Entity Number
E0507482009-1


USE BLACK INK ONLY-DO NOT HIGHLIGHT
ABOVE SPACE IS fOR OfFICE USE ONlY


1. Name of Corporation:
ML CAPITAL CORPORATION, INC.,

2. Registered Agent for Servics of Process:
cOMMERCIAL REGISTERED AGENT
CBC SERVICES OF NEVADA INC.

3. AuthorIZed stock:
(number of snares corporation Is authorized to Issue)
Number of shares with par value 100,000,000
par value $0.0001

4 Names and Addresses of the Board of directors
Trustees:

Milton M. Masson
9565 E. Pointsetta dr.
Scottsdale, AZ 85259

Lisa Nelson
14027 N. Cameo Dr.
Fountain Hills, AZ 85268

(each director or Trustee must be a natural person
atleast 18 years of age;
attach additionatal pages if more than two directors
or trustees

5. Purpose: (optional see instructions)

6 Name, Address and Signature of Incorporator:
(attach additional page if more than one incorporator)
CSCSERVICES OF NEVADA, INC.
NAME
502 EAST JOHN STREET
ADDRESS
CARSON CITY NV 89706
CITY        ST ZIP

7 Certificate of Acceptance of Appointment of RegIstered Agent:


MaililingAddress
if orcflfferent
rc
m
street
;;adress}
City
Number
of

Par
vatua
--_....-..-,



~~.-~:

~~~uw:'':
per
share;
S
~_._O.D9.9_!..j


..


I'-~mberof
5
iares


v.i1flout
,--p
r
velue:
L


__
..~
_

~__

~.------..--.-.----_._-----.---_...._-----_.---


1)
L~~!__12!iM:Mf\S-'OlL
..
......
_.
...._._._


2)
iLlS!,
~I:_~9~
...


Nama


..----------._--------_.
"------------.."


'14027
N
CAMEO
DR


SIre!!t
Address


J
hetebv
ecceot
aoooin.ineni
as
Registered
Agent
for
the
above
Ismea
Entity_


C_-.\\,,)~Q~


x


Authorized
Signalure
of
Rw
i.st9rad
Agent
or
On
Behalf
of
RegistoredADen
Enlily
Dale


Zip
Code


...-....-.....
-.---~


..
..._..__
....
_1




__
_
,oj


I


!


i


I


r


Ii

I

I


i


I


iI


I


i


I


I


!


..~A~d~
Se.o'et:u'Y
or
St;:rta
NRS
78
Afudes


This
form
must
be
accompanied
by
appropriate
te
s.
F!6",lscd:
4-1)....00



-------------_
...


:
;:.'


2010-04-23
13:04



P
217


ARIZONA
C
)RPORATlON
COMMISSION
CORPORATI
)NS
DIVISION
COVER
SHEET


USE
A
SEPARATE
CbVER
SHEET
FOR
EACH
DOC
UMENT


ARE
YOU
FlUNG:
;RJ
New
Entity
[J
Change
to
el(isting
entity
C
Re--submission/Correction


PLEASE
COMPLETE
ALL
APPROPRIATE
ECTIONS
Type
in
CamiLLe
Name:


--------4-----


REGULAR
SERVICE
EXPEDITED
SERVICE

FILING
TYPE


FEE
FEE
Articles
of
Domestication
\
$100.00
$135.00
Articles
of
Incorporation
(Profit)
$
60.00
$
95.00


Articles
of
lncemorattcn
(Non
Profit)
$
40.00
$
75.00


Articles
of
Orqanization
(Limiled
liability
Comp
ny)
s
SO.OO
s
85.00


IJtiAPDlicatlon
For
Authority
(Busines.s}
$175.QO
Ilt
$210.00
ADPlication
to
Conduct
Affairs
(Non
Profit)
$175.00
$210.00
iApplication
for
New
Authority
$175.00
$210.00
Application
for
Reqistration
$150.00
$185.00
Articles
of
Amendment
$
25.00
$
60.00
Articles
ofAmendment
8.Restatement
$
25.00
$
60.0G
Articles
of
Correction
I
$
25.00
$
60.00
Articles
of
Merger/Share
Exchange
$'00.00
5135.00
Articles
of
MerCIer
(Limited
Liability
Compo;ny)
$
50.00
$
65.00
Affidavit
of
Publication
$
0.00
s
35.00


oCORPORATIONS
-Certifled
Copies $5.00
Each
0$40.00
"Ifcople8
are
lor
dSffml
onlilic$
~
uPC-C;;1e,..,
app!Je.
to
eo"
Mtily
(__
)
(Enter
Quantity)
L--)(E;nter
Quantity)


oLLCs
-Certified
Copies
0$10.00
Each
0$45.00
'If
~pl".
are
fur
d1fNranl
GntitiC$lt.e
Expea;la
foa
epj>l'-10O<K
my
L-)
(En~r
Quantity
(__
)
(Enter
Quantity)


oGood
Standing
Certificate


0$10.00
Each
0$45.00


'If
GDod
Stanoing
Cei1"1'lCale<>ere
for
differenl
ootil~$
"'"
Eloped
la
fee
appliss


L-)
(Enter
Quantity
{__
}
(Enter
Quantity)


\0
Uch
en"ty


:
oOther:
_
DRegular
Fe~
DExpedite
Fee


I
I
...
SELECT
PAYMENT
~!I
,~~fFJ~\!IN7
Il~IS::F..OR:MJ~:J

TYPE;
....
,.

~--------~r-----------------------~--------~


d
to,
~


~CheCkCheck
#
--t----Check
AIflaunt
$

t5M.O.D.
Account
MOD
Acct
#
---jL....
_
,",od
Am
unt
$
_


Cash
Ar
ount
$
..-__

oCash


oCredit
Card
-for
In-person
filings
only
CCAmo
nt
$_-_


oNo
fee
required


SELEGT
ONE
RETURN
DELIVERY
OPTION:'ii
Mail
0Pick
Up
0Fax
#
L)


REQUIRED:
Please
list
the
person
or
comp'anlY
who
will
be
picking
up
the
compte
ad
documents.
OOCUMENTS
WilL
BE
MAIlED
IF
THEY
ARE
roT
PICKeD
UP
IN
A
TIMB..Y
MANNER
APPROXIMATEl
V
TWO
WEEKS).


(;fCVl.R
REV
03113120D9



CERT
FICATE
OF
DISCLOSURE


A.R.S.
10-202(0)
(for-profit
and
financial
institutions)
or
10-202(0)
(nonprofits)
0\L
C(~Q\~
\
G-C-V\A9
"I.."iC.


XACT
CORPORATE
NAME


A.
Has
any
person
(i)
who
is
currently
an
officer,
director,
trustee,
incorporator,
or
(ii)
(for-profits
and
financial
institutions
only)
who
controls
or
holds
over
10%
of
the
issued
and
outstanding
commo
shares
or
10%
of
any
other
proprieta
,beneficial
or
membership
interest
in
the
corporation
been:
1.
Convicted
of
a
felony
involving
a
transaction
in
secu
ities,
consumer
fraud
or
antitrust
in
any
state
or
federal
jurisdiction
within
the
seven-year
period
immediately
preceding
the
execution
of
this
::ertificate?
2.
Convicted
of
a
felony,
the
essential
elements
of
whi
h
consisted
of
fraud,
misrepresentatior
,
theft
by
false
pretenses,
or
restraintof
trade
or
monopoly
in
any
state
or
federal
jurisdiction
within
the
seven-year
period
immediately
precF>ding
the
execution
of
this
Certificate?
3.
Subject
to
an
injunction,
judgment,
decree
or
perma
ent
order
of
any
state
or
federal
court
Entered
within
the
seven-year
period
immediately
preceding
the
execution
of
this
Certificate
wherein
uch
injunction,
judgment,
decree
or
pe
rmanent
order:
(a)
Involved
the
violation
of
fraud
or
registration
pr
visions
of
the
securities
laws
of
that
ju
isdiction;
or
(b)
Involved
the
violation
of
the
consumer
fraud
lav
s
of
that
jurisdiction;
or
(c)
Involved
th~
violation
of
the
antitrust
or
restrain
of
trade
laws
of
that
jurisdiciion?
Yes
No


X


B.
IF
YES,
the
following
information
MUST
be
attached:
1.
Full
name,
prior
name(s)
and
aliases,
if
used.
6.
The
nature
and
description
of
each
conviction
or
judicial
action,
2.
Full
birth
name.
including
the
date
and
location,
the
court
and
public
agency
3.
Present
home
address.
involved
and
file
0
cause
number
of
case.
4.
Prior
addresses
(for
immediate
preceding
7-year
pe
iod).
5.
Date
and
location
of
birth.
C.
Has
any
person
0)
who
is
currently
an
officer,
director,
tr
stee,
incorporator,
or
(ii)
(for-profits
an
financial
institutions
only)
who
controls
or
holds
over
twenty
per
cent
of
the
issued
and
outstanding
comr
on
shares
or
twenty
per
cent
of
any
oth
er
proprietary,
beneficial
or
membership
interest
in
the
corporation
served
in
any
such
capacity
or
held
a
wenty
per
cent
interest
in
any
other
cor
oration
in
any
jurisdiction
on
the
bankruptcy
or
receivership
ofZher
corporation?


Yes
No


IF
YOUR
ANSWER
TO
THE
ABOVE
QUESTION
IS
"YES",
ftOU
MUST
ATIACH
THE
FOLLOWlN(
INFORMATION
FOR
EACH
CORPORATION:


1.
Name
and
address
of
the
other
corporation.
4.
Dates
of
corporate
operation.
2.
Full
name
(including
aliases)
and
address
of
each
5.
Case
information
for
bankruptcy
or
receivership
(date,
case
person
involved.
number,
court).
3.
Staters)
in
which
the
other
corporation:
(a)
was
incorporated.
(b)
has
transacted
business.
Under
penalties
of
law,
the
undersigned
incorporator(s)/offi
~r(s)/director(s)
declare(s)
that
I(we)
ave
examined
this
Certificate,
including
any
attachments,
and
to
the
best
of
my(our)
knowledge
and
bel
ef
it
is
true,
correct
and
complete,
and
hereby
declare
as
indicated
above.
THE
SIGNATURE(S)
MUST
BE
DATED
WITHIN
THIRTY
30)
DAYS
OF
THE
DELIVERY
DATE


BY
-+

BY
r.1.t;
G-.--
~~'"
..
_


PRINT
NAME
f:s'.....{\.-N-t,{3D
f'.,1


PRINT
NAME
----f--------------


..r
L
=-/1""'"
\

TITLE'0ec\'L\v'-'-i
l\(-~it'~R.DATEO.
ri
6
iO
TITLE
-+-DATE
_


ARIZONA
CORPORATIONS:
ALL
INCORPORATORS
M
ST
SIGN
THE
INITIAL
CERTIFICATE
OF
DISCLOSURE.
If
within
sixty
days
any
person
becomes
an
officer,
director,
trustee
or
(for-profits
0
financial
institutions)
person
controllir
9
or
holding
over
10%
of
the
issuedand
outstanding
shares
or
10%
of
any
other
proprietary,
benefic
lal,
or
membership
interest
in
the
corp
ration
and
the
person
was
not
included
in
this
disclosure,
the
corporation
must
file
a
SUPPLEMENTA
certificate
signed
by
at
least
one
dul\
authorized
officer
of
the
corporation.


FOREIGN
CORPORATIONS:
MUST
BE
SIGNED
BY
AT
EAST
ONE
DULY
AUTHORIZED
OF
ICER
OF
THE
CORPORATION.


FINANCIAL
INSTITUTIONS;
MUST
BE
SIGNED
BY
TWC
(2)
DULY
AUTHORIZED
OFFICERS
)R
DIRECTORS
OF
THE
CORPORATION.


CF:0022
-Corporations
Arrzora
Corprration
Commission
Rev.:
0312010
Corporatons
Diwsion



2010-04-23
13:05


04/23/2010
10:12


DO
NOT
PUBLrsH


THIS
SECTION


Sob.
Indicate
to
which
addre$6
the


MfII.l<II
Report
should
be
mal)ed.


6.
If
thepu~
of
your
rorpOllltlon
has
any
IimltGtions
please
indIcate.
If
rtO~state
no
Itmiwtioo!!o
or
leave


blank.


8.
The
total
number
of
:;hares
authorized
(not
~svtd)
!;a.nnol
be
blEIl1k
or
Not
Appfi~le.
n
f>lumber


mutn
match
Alilc1e9
o"ncwp$1lon
In
domicile
state.


CF:0024


Rev;
1Q12CI;I9



P
6/7

PAGE
ElQr66

AZ
CORP
COMMISSION

&82-354-05'3'3


5.a.
The
street
address
It1e
known
place
Qf
business
of
the
fo
IF
DIFFERENT
fro
the
strest
address
of
the
statutory
a
lv\


s.e.
nd
general
com~spo~e~
should
be
sUedto
the
~1e$S
otlon4_~
or5a~.
6.
The
purPCSIJ
of
the
co
tion
is
to
sngage
in
allY
aM
alII
corporations
may
e
e
tn
the
..state,
provmcs
or
country
una
COl'pOmtion
is
incorpo
,wftt1thafdlo'Wirlg
limitrlions
if
~y:
N
I~


Name:
__
~~~~~~~
__
~~~~~~~~~~~~~
~u


ACd~;
~L-~~
__
~~
__
~~~~~~~~~~~
__
~~


C~,Sbre.Z~
_

__~~~~~~~~+-~~~-=~~~~


Name:
~
__
--------------~----_+------------~~
Addr~s:
-r
~r_-------------


City,
Slote,
Zip__
~~-------__---------+----------~


8.
The
foreign
corporation
euihoriZ.ed
to
issue
\cn-.CQ,),(,l(,)(";sha
(Attach
additional
SO
If
necessary.j

J


fill)
ro:\\\0
N
et.
C0-(Y\-{1]
0
N.


;
par
value
01'var~


__________
'~,..res
of
--"'-OI"series)
s10ckat
____
~
__
n,opar
valueorparvalueof
$
per
share.



2010-04-23
13:06


e4/23/201a
10:12


DO
NOT
PUBLISH


THIS~Cll0N


9.
The
total
llI.Il'ntler
of
shares
~ulilQ


cannot
be
blank
or


"Not
Applicable."
If


no
sl1ares
ha\<\jbeen


isSIJed,
put
lhe
WOJ1j


"none"
or
'zero'
or


the
number
O.


InclUde
0J1ly
...nares


actually
isslJ~
io
lhiS


soctl/)n.


The
Appjicalfon



must
be
acoompanied
bY'
the
following:


(jjA
Certifleate
of


Ois<;/oallrn,


executed
within
30
clays
of
delivery
to
ttle
Commission,
by
a
duly
authorized
officer


~A
certlfim!Cl)PY
of
your
artICles
of
iOcorpoJation.
:.JII
amanoments
and


merger.;
{AZ
C<lnst
Art.
XIV,


8)and
a

certificate
of


existence
01'


document
of


similar
import
duly


autnenticated


(within
60
days)
by


th$
offldal
t-.aving


custody
of


OOtp013te
records
in
the
state,
province
0(coun1Jy
Under
whose
laws
the
corporation
is
Incorporated.


The
agent
must


consent
to
lhe


appointment
by


executing
the


consent


CF:QaZ4R~1012009



P
7/7


AZ
CORP
ct.t+IISSICJ-.l
PAGE
05/66


6B2-364-El599


65ill:\\~0
N.!h
res,
itemized
as
follows;


='"'-.......-'----'-~'-'-"'-r
...~9
of,__
L~O:...:~.-:...:....&.;~.l..L.;~_--+"'cI.assor
series)
sloCk
at
parva/ue
or
par
value
of
$
<).
\
per
share.



-j<0ass
or
senss]
stock
at
------~r-par
\I3lueor
par
I/alueof$,
----11--per
share,


------tClass
or
series]
stock
at
..
-11--per
share.


10.The
cl1aracler
ofbusl
stheforeign
corporation
initiallymien
toconduct
inAriznna
is:
Q).


C
\)./'-J
01:\


Exacuted
by
uthorizEd
Offlcsr
or
Oirec:lDr


~i1Iel


FAX
~


PHONe
~+-_


[opllonalj
[optional]


ACCEPIANCE
OF
APPOINT
ENT
BY
STATUTORY
AGENT
ory
agel1t
of
this
corporafion


[If
signing
on
behalf
of
8
rnpany
serving
as
statutory
aganl
prInt
company
name
tJ
1


ArIzoII3
CoIpo
n
Comm/l'Slon
CO/IlOrs\icll$

!on

BYLAWS
OF
ML CAPITAL GROUP, INC.

October 1,2009

ARTICLE I

OFFICES AND CORPORATE SEAL

SECTION 1.1Re istered Office. ML CAPITAL GROUP, INC.,
(hereinafter t2e
coroorationl shall maintain a reaistered office in the state of

,~

~

Nevada
In addition to its reaistered office, the corporation shall

-

maintain a
principal office at a location determined by the Board. The Board
of
Directors may change the corporation's registered office and
principaloffice from time to time.

SECTION 1.2 Other Offices. The Corporation may also maintain
offices at such
other place or laces. either within or without the state of
~evada, as may !e
desianated from time to time bv the Board of Directors
(hereinafter the Board),
and the business of the corporation may be transacted at such
other offices
with the same effect as that conducted at the principal office.

SECTION 1.3 Corporate seal. A Corporate seal shall not be
requisite to the
validity of any instrument executed by or behalf of the
Coryratjon! hut never
the ess if in any instance a corporate seal be used, the same
shall be a
circle having on the circumference thereof the name if the
corporation and in
the centre the words "corporate seal". the year incorporated, and
the state
where incorporated.

ARTICLE I1

SHAREHOLDERS

SECTION 2.1 shareholders Meetings. All meeting of the shareholders
shall he held
at the principal office of the corporation between the hours of

9:00 a.m. and
5:00 p.m., or at such other time and place as may he fixed from
time to time by
the Board, or in the absence of direction by the Board. by the
President or
secretary of the corporation, either within or without the state
of Nevada, as
shall he stated in the notice of the meeting or in a duly executed
waiver of
notice thereof. A special or annual meeting called by shareholders
owning a
page 1


b laws. txt
majority of the entire capita z stock of the Corporation pursuant
to Sections

2.2 or shall be held at the olace desiqnated by the
2.3 -
shareholders calling the
0
meeting in the notice of the meeting or in a duly executed waiver
or notice
thereof.

SECTION 2.2 Annual ~eetings. Annual meeting of a shareholders
shall be held on a
date designated by the Board of oirectors or if that day shall be

holi ay, then on the next succeeding business day. at such

a lejal or

other date and time
as shall be designated from time to time by the Board and stated
in the notice of
ihe meeting. ~tthe annual meeting, shareholders shall elect the
Board and
transect such other business as may properly be brought before the
meeting. In
the event that an annual meeting is not held on the date specified
in this section
2.2, the annual meeting may be held on the written call of the
shareholders owning
a majority of the entire capital stock of the Corporation issued,
outstanding, and
entitled to vote.

SECTION 2.3 Special meetings of shareholders. Special meeting of
the shareholders,
for any purpose or purposes, unless otherwise prescribed by Nevada
statute or by the Articles of Incorporation (hereinafter the "Articles"),
may be called by the President and shall be called by the President or
secretary at the request in writing of a majority if the Board, or at
the request in writing of shareholders
owning a majority of the entire capital stock of the corporation
issued,
outstanding, and entitled to vote. Such request shall state the
purpose or
purposes of the proposed meeting. In the event that the President
or Secretar
fails to ca y1 a meeting pursuant to such a request, a special
meeting may be held
on the written call of the shareholders owning a majority of the
enti re capital
stock of the Corporation issued, outstanding, and entitled to
vote.

SECTION 2.4 List of shareholders. The officer who has charge of
the stock
transfer Books for shares of the corporation shall prepare and
make, no more than
two (2) days After notice of a meeting of a shareholders is given,
a complete
list of the shareholders entitled to vote at the meeting, arranged

-"

00,


alphabetical order, and showing the address and the number of
shares registered
Page 2


bylaws. txt
in the name of each shareholder. such list shall be open to
examination and
copying by any shareholder, for any purpose germane to the
meeting, during
ordinary business hours, for a period of at least ten (10) days
prior to the
meeting, either at a place within the city where the meeting is to
be held.
which lace shall be s~ecified in the notice of the meetina. or if

-.

not so'
specified. at the place where the meetina is to be held. The list


-

shall also
be produced and kept at the time and place of the meetinq durinq
the whole
time thereof. and may be inspected by any shareholder present.

SECTION 2.5 Notice of shareholders ~eetings. Written notice of the
annual
stating the place, date and hour of the meeting and, in

ZZi;?

a
special.. . meeting, the purpose or purposes for which the meeting is
called,
shall be given, either personally or by mail. to each shareholder
of record
entitled to vote at such meetinq not less than ten (10) nor more

-

than sixty ~ ~

(60) days before the date of the meeting. ~f mailed, such notice
shall be
deemed to be delivered when mailed to the shareholder at his
address as it
appears on the stock transfer books of the Corporation. Business
transacted at
any special meeting of shareholders shall be limited to the
purposes stated in
the notice unless determined otherwise by the unanimous vote of
the holders of
all of the issued and
0
outstanding shares of the corporation present at the meeting in
person or
represented by proxy.
SECTION 2.6 closinq of ~ransfer ~ooks or Fixinq of Record Date.
For the purpose
of determininq shareholders entitled to notice of, or permitted to

-

vote at, any
meeting of shareholders or any adjournment thereof, or for the
purpose of
determining shareholders entitled to receive payment of any
dividend, or in
order to make a determination of shareholders for any other proper
purpose, the
board may provide that the stock transfer books shall be closed
for a stated
period but not to exceed, in any case, sixty (60) days. If the
stock transfer
books shall be closed for the DurDose of determinina shareholders .

..

entitled to
notice of, or a meetina of shareholders.


~ermitted to vote at: -
such books shall
be closed for at least ten (10) days immediately precedinq such .

.. .

n?. closing the stock transfer books, the board may fix in
Page 3

"Ieetilieu o In


advance a date
as the record date for any such determination of shareholders,
such date in any
case to be not more than sixty (60) days and. in case of a meeting
of
shareholders, not less than ten (10) days prior to the date on
which the
oarticular action reauirina such determination of shareholders is

-

to be taken.
~fthe stock transfer books are not enclosed and no record date is
fixed for
the determination of shareholders entitled to notice of, or
permitted to vote
at, a meeting of shareholders, or for the determination of
shareholders
entitled to receive payment of a dividend, the record date shall
be 4:00 p.m.
on the day before the day on which notice of the meeting is given

^" 2s

"I, ,I

notice is waived, the record date shall be the day on which, and
the time at
which, the meeting is commenced. when a determination of
shareholders
entitled to vote at any meeting of shareholders has been made as
provided in
this section, such determination shall apply to any adjournment
thereof.
provided that the board may fix a new record date for the
adjourned meeting
and further provided that such adjourmnents do not in the
a gregate exceed
t!irty (30) -

days. The record date for determininq shareholders
entitied to
express consent to action without a meeting pursuant to section

2.9 shall be
the date on which the first shareholder signs the consent.
SECTION 2.7 Quorum and Adjournment.

(a)
The holders of a majority of the shares issued, outstanding, and
entitled to
vote at the meeting, present in person or represented by proxy,
shall constitute
a quorum at all meetings of the shareholders for the transaction
of business
except as otherwise provided by ~evada statute or by the ~rticles.

(b)
Business may be conducted once a quorum is present and may
continue unti 1
adjournment of the meeting notwithstanding the withdrawal or
temporary absence
of sufficient shares to reduce the number present to less than a
quorum. unless
the vote of greater number or voting by classes is required by
Nevada statute or
the Articles, the affirmative vote of the majority of the shares

then

-..-..

represented at the meeting and entitled to vote on the subject
matter shall be
the act of the shareholders; provided, however, that ifthe shares

Page 4


by1 aws .txt

thnn

..,,L,,

represented are less than required to constitute a quorum, the
affi rmative vote
must be such as would constitute a majority if a quorum were
present; and
provided further, that the

-

U
affirmative vote of a majority of the shares then present shall be
sufficient in
all cases to adjourn a meeting.

(c)
~fa quorum shall not be present or represented at any meeting of
the
shareholders, the shareholders entitled to vote at the meeting,
present in person
or represented by proxy, shall have power to adjourn the meeting
to another tine
or place, without notice other than announcement at the meeting at
which
adjournment is taken, until a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originallv notified. ~f the adiournment is fir more than thirtv

-

(305 days; or if
after the adiournment a new record date is fixed for the adiourned

-

meeting, a -
notice of the adjourned meeting shall be given to each shareholder
of record
entitled to vote at the meeting.

SECTION 2.8 voting. at every meeting of the shareholders, each
shareholder shall
be entitled to one vote in Derson or bv Droxv for each share of

...

the capital stock
havina votina Dower held bv such shareholder. but no Droxv shall

-.

be vofed or
acted upon after six (6) months fiom its date, unless the proxy
provides for a
longer period not to exceed seven (7) years.

SECTION 2.9 ~ctionWithout Meeting. Any action required or
permitted to be take
at any annual or special meeting of shareholders may be taken
without a meeting,
without orior notice. and without a vote. if a consent in writino. -.
setting forth
the action so taken. shall be sianed bv the holders of a maioritv
of the
outstanding shares entitled to vote with respect to the subject
matter of the
action unless a greater percentage is required by law in which
case such greater
percentage shall be required.

SECTION 2.10 Waiver. A shareholder's attendance at a meeting shall
constitute a
waiver of any objection to defective notice or lack of notice of
the meeting
unless the shareholder objects at the beginning of the meeting to
holding the
meeting or transacting business at the meeting, and shall

Page 5


by1 aws. txt

constitute a waiver of
any objection to consideration of a particular matter at the
meeting unless the
shareholder objects to considering the matter when it is
presented. A shareholder
may otherwise waive notice of any annual or special meeting of
shareholders by
executing a written waiver of notice either before, at or after
the time
of the meeting.

SECTION 2.11 conduct of ~eetings. ~eetings of the shareholders
shall be presided
over by a chairman to be chosen, sub.ject to confirmation after
tabulation of the
votes, by a majority of the shareholders entitled to vote at the
meeting who are
present in person or by proxy. The secretary for the meeting shall
be the
Secretary of the corporation, or if the Secretary of the
corporation is absent,
then the chairman initially chosen by a ma.jority of the
shareholders shall
appoint any person present to act as a secretary. The chairman
shall conduct the
meeting in accordance with the Corporation's ~rticles, Bylaws and
the notice of
the meeting, and may establish rules for conducting the business
of the meeting.
After calling the meeting to order, the chairman initially chosen
shall call

0


for the election inspector, or if no inspector is present than the
secretary of
the meeting. to tabulate the votes represented at the meeting and
entitled to be
cast. once the votes are tabulated, the shares entitled to vote
shall confirm the
chairman initially chosen or shall choose another chairman, who
shall confirm the
secretary initially chosen or shall choose another secretary in
accordance with
this section. If directors are to be elected, the tabulation of
votes present at
the meeting shall be announced prior to the casting of votes for
the directors.

Section 2.12 Election Inspector. The Board of Directors, in
advance of any
shareholders meeting, may appoint an election inspector to act at
such meeti ng .
If an election inspector is not so appointed or is not present at
the meeting,
the chairman of the meeting may, and upon the request of any
person entitled to
vote at the meeting shall, make such appointment. ~f appointed,
the election
ins ector will determine the number of shares outstanding, the

autr~enticity,

validity and effect of proxies and the number of shares
represented at ihe
meetingin person and by proxy; receive and count votes, ballots
and consents

Page 6


bylaws. txt

and announcethe results thereof; heat and determine all challenges
and auestions
pertaining toproxies and voting; and, in general, perform such
acts as may be
proper to ensurethe fair conduct of the meeting.

ARTICLES 111

DIRECTORS

SECTION 3.1 Number and Election. The number of directors that
shall constitute
the whole board shall initially be one; provided, such number may
be changed by
the shareholders so long as the number of directors shall not be
less than one
or more than nine. Directors shall be elected by the shareholders,
and each
director shall serve unti 1 the next annual meetina and until his
successor is d
elected and qualified, or until resignation or removal.

SECTION 3.2 Powers. The business and affairs of the Corporation
shall be
managed by the Board, which may exercise all such powers of the
corporation and
do all such lawful acts as are not by Nevada statute: the
Articles, or these
Bylaws directed or required to be exercised or done by the
shareholders.

SECTION 3.3 ~esignation of Directors. Any director may resign his
office at any
time bv aivina written notice of his resianation to the President
or the2 -

secretary of the corporation. such resignation shall take effect
at the time
s~ecified therein or, if no time be s~ecified therein, at the time
of the
recei t thereof, and the acceptance thereof shall not be necessary
to mare it
effective.

SECTION 3.4 Removal of Directors. Any director or the entire Board
may be
removed, with or without cause, by a vote of the holders of a
majority of the
shares then entitled to vote at anelection of directors at a
meeting of
shareholders called expressly for that purpose.

0
SECTION 3.5 vacancies. vacancies resulting from the resignation or
removal of
a Director and newly created directorship resulting from any
increase in the
authorized Number of directors shall be filled by the shareholders
in
accordance with section 3.1.

SECTION 3.6 Place of Meetings. Unless otherwise agreed by a
majority of the
directors then sewing, all meetings of the Board of Directors

Page 7


shall be held at
the corooration's principal office between the hours of 9:00 a.m.
and 5:00
p.m., and such meetings may be held by means of conference
telephone or similar
communications equipment by means of which all persons
participatin in the
meeting can aeart each other, and participation in a meeting
pursuant to this
section 3.6 shall constitute presence in person at such meeting.

SECTION 3.7 Annual Meetings. ~nnual meetings of the Board shall be
held
immediately following the annual meeting of the shareholders and
in the same
olace as the annual meetina of shareholders. -In the event such
meeting is not
held, the meeting may be held at such time and place as shall be
specified in
a notice given as hereinafter provided for special meetings of the
Board, or
as shall be specified in a written waiver of notice by all of the
di rectors.

SECTION 3.8 Regular ~eetings. Regular meetings of the Board may be
held without
notice at such time and at such place as shall from time to time
be determined by the
Board.

SECTION 3.9 special ~eetings. special meetings of the Board may be
called by the
President or the secretary with seven (7) days notice to each
director, either personally,
by mail, by telegram, or by telephone; special meetings shall be
called in like manner and
on like notice by the President or secretary on the written
request of two (2) directors and
shall in such case be held at the time requested by those
directors, or if the President or
secretarv fails to -

call the s~ecial meetina as reauested, then the
meeting may be called by
the two requesting directors and shall be held at the time
designated by those directors in
the notice.

SECTION 3.10 Quorum and Voting. A quorum at any meeting of the
Board shall consist
of a majority of the number of directors then serving, but not
less than two (2) directors:
provided that if and when a Board comprised of one member is
authorized, or in the
event that only one director is then serving, then one director
shall constitute a quorum.
If a quorum shall not be present at any meeting of the Board, the
directors then present
may adjourn the meeting to another time or place, without notice
other than
announcement at the meeting, until a quorum shall be present. ~fa
quorum is present,
then the affirmative vote of a majority if directors present is
the act of the Board of
Directors.

Page 8


by1 aws .txt

SECTION 3.1 1Action without Meetina. --

unless otherwise restricted
by the articles of incorporation these Bylaws; any action required
or permitted to be taken at any meeting of the Board or
of any committee thereof may be taken without a meeting, if all
members of the Board or
committee, as,the case may be, consent thereto in writing, and the
writing or writing are

filed with the minutes f proceedings of the Board or committee.

SECTION 3.12 Committee of the Board. he board, by resolution,
adopted by a majority of the
full Board. mav desianate from amona its members an executive

-

committee and bne or-more
other committees each of which, to the extent provided in such
resolution and permitted by law,
shall have and may exercise all the authority of the Board. The
Board, with or without cause,
may dissolve of any such committee and the delegation thereto of
authority shall not operate to
relieve the Board, or any member thereof. of any responsibility imposed by law.

SECTION 3.13 Compensation. To the extent authorized by resolution
of the Board and.
not prohibited or,limited by the Articles, these Bylaws, or the
shareholders, a director
may be reimbursed by the corporation for his expenses, if any,
incurred in attending a
meeting of the Board of Directors, and may be paid by the
corporation for his expense,
is any, incurred in attending a meeting of the Board of Directors,
and may be paid by the
corporation a fixed sum or a stated salary or both for attending
meetin s of the Board.
NO suc; reimbursement or payment shall prelude any director from
serving the
Corporation in any such capacity and receiving compensation
therefore.

SECTION 3.14 Waiver. A director's attendance at or participation
in a meeting shall
constitute a waiver of any objection to defective notice or lack
of notice of the meeting
unless the director objects at the beginning of the meeting or
promptly upon his arrival toEolding the meeting or transecting business at
the meeting and does not thereafter vote for or assent to take action at
the meeting. A director may otherwise waive notice of
any annual. regular or special meeting of directors by executing a
written notice of
waiver either before or after the time of the meeting.

SECTION 3.1 5 Chairman of the Board. A chairman of the Board may
be appointed by
the directors. The chairman of the Board shall perform such duties
as from time to time
ma be assigned to him by the Board, the shareholders, or these

Y

By aws. The Vice
Page 9


bylaws. txt
chairman. if one has been elected of the meeting and preside. in
the following order of
precedence:

(a)
The chairman of the Board;

(b)
The Vice chai rman :

(c)
The President of the Corporation; or

(dl
A director chosen by a majority of the directors present, or if a
majority is unable
to agree on who shall act as chairman, then the director with the
earliest date of
birth shall act as the chairman.

The secretarv of the cor~oration. or if he shall be absent from
such meeting; the person'
whom the chairman of such meeting appoints, shall act as secretary of such
meeting and keep the minutes thereof. The order of business and rules of
procedure at each meeting

0
of the Board shall be determined by the chairman of such meeting,
but the same may be
changed by the vote of a majority of those directors present at
such meeting. The Board
shall keep regular minutes of its proceedings.

ARTICLE IV

OFFICERS

E
E
SECTION 4.1 Titles. offices. Authoritv. The officers of the
corporation shall be chosen'
by the Board of Directors and shall include a president. a
secretary and a Treasurer, and
may, but need not, include a chairman, a vice chai rman, a chief
Executive officer, a
chief operatin9 officer, a vice President, additional vice
presidents, on6 or more
assistant secretaries and assistant treasurers, or any other
officer appointed by the Board.
Any number of offices may be held by the same person, unless the
~rticlesor these
Bylaws otherwise provide. 1f only one person is serving as an
officer of this corporation,
he or she shall be deemed to be President and secretary. An
officer shall have such
authority and shall perform such duties in the management of the
corporation as may be
rovided by the Articles or these Bylaws, or as may be determined
y resolution of the
Board or the shareholders in accordance with Article v.

SECTION 4.2 subordinate Officers. The board may appoint such
subordinate officers:
agents or employees as the Board may deem necessary or advisable,
including one or
more additional vice presidents. one or more assistant
secretaries. and one or more

Page 10


bylaws .txt

assistant treasurers. each of whom shall hold office for such
period, have authority and
perform such duties as are provided in these Bylaws pr as the
Board may from time to
time determine. The Board mav delegate to anv executive officer
to any committee

the power to appoint any such additional officers, agents or
employees. Notwithstandingthe foregoing. no assistant secretarv or
assistant treasurer shall have power OF authority to
collect. account for. or oav. . over any tax imoosed bv anv federal.
state or city government.

SECTION 4.3 A~oointment. Tern1 of Office. --

.. oualification. The
officers of the
corooration shall be aooointed by the Board and each officer shall

.. .

serve at the pleasure
of the Board until the next annual meeting and until a successor
is appointed and
qualified, or until resignation or removal.

SECTION 4.4 Resignation. Any officer may resign his office at any
time by giving
written notice of his resignation to the President or the
secretary of the corporation.

Such resignation shall take effect at the time specified therein
or if no time he specified
therein, at the time of the receipt thereof, and the acceptance
thereof shall not be
necessary to make it effective.

SECTION 4.5 Removal. Any officer or agent may be removed by the
Board whenever in
its judgement the best interest of the corporation will be served

, but such
shall be without oreiudice to the contract riahts. -< -if anv.,.

..

of the person so
removed. ~ooointment of an officer aaent shall not of itself

or -

create contract rights.

0


SECTION 4.6 vacancies. A vacancy in any office, because of death,
resignation,
removal, or any other cause: shall be filled for the unexpired
portion of the term in the manner
prescribed in Sections 4.1,4.2 and 4.3 of the Article IV for
appointment to such office.


SECTION 4.7 The President. The president shall preside at all
meetinas of shareholders
The president shall be the principal executive officer of the
corooration and. subject to
the'control of the Board, shall in general supervise and control
all of the business and
affairs of the corooration. He mav sian,


>. when authorized bv the
Board. certificates for
shares of the Corooration and deeds, mortaaaes, bonds, contracts.
or other instruments

Page 11


bylaws. txt
which the Board has authorized to be executed. exceDt in cases
where the signin and
execution thereo ? shall be expressly delegated by the Board or by

-

these Bylaws to some
other officer or agent of the Corporation, or shall be required by
law to be otherwise
signed or executed; and in eneral shall perform all duties
incident to the office of t#e
President and such other duties as may be prescribed by the Board
from time to time.

SECTION 4.8 The vice President. Each Vice President shall have
such powers and
perform such duties as the Board or the President may from time to
time prescribe and
shall perform such other duties as may be prescribed by these
Bylaws. At the request of
the president. or in case of his absence or inabilitv to act, the
Vice president or, if there
shall be more than one vice President then in office. then one of
them who shall be
designated for the purpose by the President or by the Board shall
perform the duties
of the President, and when so acting shall have all powers of, and
be subject to a1 1 the
restrictions upon, the president.

SECTION 4.9 The Secretary. The Secretary shall act as secretary
of, and keep the
minutes of, all meetings of the Board and of the shareholders; he
shall causc to bc given
notice of all meetings of the shareholders and directors; he shall
be the custodian of the
seal of the corporation and shall affix the seal, or cause it to
be affixed, to all properinstruments when deemed advisable by him;
he shall have charge of the stock book and
also of the other books, records and papers of the Corporation
relating to its organization
as a corooration, and shall see that the reDorts, statements and
other documents required
b law are properly kept or filed; and he shall in general perform
ar1 the duties incident to
the office of Secretary. He shall also have such powers and
perform such duties as are

assigned to him by these Bylaws, and he shall have such other
Dowers and ~erform such
other duties, not inconsistent with these Bylaws, as the Board
shall from time to time
prescribe. If no ofkicer has been named as Secretary, the duties
of the secretary shall be
oerformed bv the President or a oerson desianated bv the

-

President.

SECTION 4.10 The Treasurer. The Treasurer shall have charge and

-
custody of, and he
responsible for, all the funds and securities of the Corporation


and shall keeo full and


accurate accounts of receipts and disbursements in books belonging
to the corporation

and shall deposit all monies and other valuable effects in the

name of and to the credit of
the corporation in such banks and othcr depositories as may be
designated by the Board,
or in the absence of direction by the Board, by the President; he
shall disburse the funds
of the Corporation as may be ordered by the Board, taking proper
vouchers for such
disbursements, and shall render to the president and to the
directors at the regular

0
meetings of the Board or whenever they may reguire it, a statement

of all his transactions
as Treasurer and an account of the financial condition of the
Corporation; and, in general, he
shall perform all the duties incident to the office of Treasurer
and such other duties as
may from time to time be assigned to him by the Board. He may
sign, with the President
or vice president, certificates of stock of the corporation. ~f no
officer has been named
as Treasurer, the duties of the Treasurer shall be performed by
the President or a person
designated by the president.

SECTION 4.11 compensation. The Board shall have the power to set
the compensation
of all officers of the corporation. It may authorize any officer,
upon whom the power of
appointing subordinate officers may have been conferred, to set
the compensation of such
subordinate officers.

ARTICLE V

AUTHORITY TO INCUR CORPORATE OBLIGATIONS

SECTION 5.1 Limit on ~uthority. No officer or agent of the
cor oration shall be
autRorized to incur obligations on behalf of the corporation
except as authorized by the
~rticlesof these Bylaws, or by resolution of the Board of the
shareholders. such
authority may be general or confined to specific instances.

SECTION 5.2 Contracts and other Obligations. To the extent
authorized by the Articles
or these Bylaws, or be resolution of the Board or the
shareholders, officers and ,agents of
the Corporatio? may enter Into contracts, execute and deliver
instruments, sign and issue
checks, and otherwise incur obligations on behalf of the
Corporation.

ARTICLE VI
Page 13


SHARES AND THEIR TRANSFER

SECTION 6.1 certificate for Shares. Certificate representing
shares of the Corporation
shall be in such fonn as shall be determined by the Board. such
certificates shall be
signed by the president or a vice president and by the secretary
or an assistant secretary.
The signatures of such officers upon a certificate may be
facsimiles if the certificates is
manuallv sianed on behalf of a transfer aaent or a registrar.
other than ?he Corporation
itself or one of its employees. ~ach certificate for shares shall

.. .

be consecutively
numbered or otherwise identified. The name and address of the
Derson to whom the
shares represented thereby are issued, with the number of shares
and date of issue. shall
be entered on the stock transfer books of the Corooration. ~ll
certificates surrendered to
the Cor~oration for transfer shall be cancelled and no new
certificate shall be issued until

the former certificate for a like number of shares shall have been
surrendered and
cancelled. except that in case of a lost, destroyed or mutilated
certificate a new one may
be issued therefore uDon such terms and indemnitv to the
Corporation as the Board may

0

prescribe.

SECTION 6.2 Issuance. Before the corporation issues shares the
board shall determine
that the consideration received or to be received for the shares
is adequate. A certificate
shall not be issued for any share until share is fully paid.

SECTION 6.3 Transfer of shares. ~ransfer of shares of the
Corporation shall be made
only on the stock transfer books of the Corporation by the holder
of record thereof or by
his legal representative, who shall furnish proper evidence of
authority to transfer, or by
his attorney thereunto authorized by power of attorney duly
executed and filed with the
Secretary of the Corporation, and on surrender for cancellation of
the certificate for such
shares. The person in whose name shares stand on the books of the
Corporation shall be deemed
by the Corporation to be the owner thereof for all purposes.

ARTICLE VII

FISCAL YEAR

The fiscal year of the Corporation shall be December 3 1.

ARTICLE VIII

DNIDENDS
Page 14


by1 aws .txt

From time to time the board may declare, and the Corporation may
pay dividends on its
outstanding shares in the manner and upon the terms and conditions
provided by law and

its Articles.

ARTICLE IX

The Corporation may indemnify and advance litigation expenses to
its directors, officers,
Employees and agents to the extent permitted by law, the Articles
or these Bylaws, and
shall indemnify and advance litigation expenses to its directors,
officers, employees and
agents to the extent required by law, the Articles or these
Bylaws. The Corporation's
obligations of indemnification, if any, shall be conditioned on
the corporation receiving
prompt notice of the claim and the opportunity to settle and
defend the claim. The
Corporation may, to the extent permitted by law, purchase and
maintain insurance on
behalf of an individual who is or was a director, officer,
employee or agent of the
corporation. -

0
ARTICLE X

REPEAL, ALTERATION OR AMENDMENT

These Bvlaws mav be re~laced. altered. or amended. or substitute
Bylaws may be
--
adopted at any time by a majority of the Board at any regular or
s ecial meeting, or by
tRe shareholders at -~ur~ose.. Anv

a s~ecial meetina called for that .
amendment made by
the shareholders shall be valid.

IN WITNESS WHEJEOF, the undersigned, being the directors of ML
CAPITAL GROUP.
INC.. , adopt fhe foregoing Bylaws, effective as of the date first
written above.


DIRECTOR:


Lisa Nelson- DIRECTOR


CERTIFICATION


The undersi ned, as secretary of ML CAPITAL GROUP, INC.., hereby
certifies t'2at
The foregoing Bylaws were duly adopted by the Board of Oirectors.


Lisa Nel son- SECRETARY

ML CAPITAL GROUP, INC.
STATEMENTS OF CASH FLOW
FOR THE FIVE MONTHS ENDED MAY 31,201 1 AND 2010
AND FROM DATE OF INCEPTION (SEPTEMBER 17,2009) TO MAY 31,201 1


(UNAUDITED)

May 31,
2011 May 31, 2010
From Date of
Inception
(September
17, 2009) to
Mav 31. 201 1
Net Income (Loss)
Adjustments to reconcile net income to net cash
provided by (used by) operating activities:
Officers' compensation for stock
Stock for outside services
Increase (decrease) in accounts payable
$ (14,884)
4,800
1,450
8,000
$ (718)
-
Net cash provided by (used in) operating activities (634) (718) (1,352)
Cash flows from investing activities
No investing activities
Net cash provided by (used in) investing activities -
Cash flows from financing activities
Cash for stock
Stock cancelled, cash returned
Due to Stockholders
1,250
(1,000)
24
12,925
470
14,175
(1,000)
494
Net cash provided by (used in) financing activities 274 13,395 13,669
Net increase (decrease) in cash and cash equivalents (360) 12,677 12,317
Cash and cash equivalents at beginning of year 12,677
Cash and cash equivalents at end of year $ 12,317 $ 12.677 $ 12,317

Supplemental And Non-Cash Information

Cash payments
Interest expense
Income taxes

Non-cash items
Officers' compensation for stock
Outside services for stock

Total non-cash items

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

ML CAPITAL GROUP, INC.
(A Development Stage Company)
Notes to Financial Statement
May 31,2011


Note 1 -Nature of business and basis of presentation

ML CAPITAL GROCIP, INC. was incorporated on September 17,2010, under the laws
of the State of Nevada, for the purpose of conducting oil and gas exploration
activities.

We are now engaged in the business of locating financing for micro-cap companies
and assisting in allowing these clients to complete their business plan.
The Company has not generated any revenues and has not commenced its planned
principle activities and is therefore considered to be a development stage
company

Note 2 -Going concern

These financial statements for the period ended May 31, 201 1 were prepared
assuming the company will continue as a going concern. This means that there
is substantial doubt that we can continue as an ongoing business. During our
recent five months ended May 31, 201 1we incurred a net loss of $14,884. We will
need to generate significant revenue in order to achieve profitability and we
may never become profitable. The going concern paragraph in the independent
auditor's report emphasizes the uncertainty related to our business as well as
the level of risk associated with an investment in our common stock.

The Company has not begun principal operations, and as is common with a
development stage company, the company has had recurring losses during its
development stage. The company's financial statements are prepared using
generally accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. However, the company does not have significant cash
or other material assets, nor does it have an established source of revenue
sufficient to cover its operating costs and to allow it to continue as a going
concern. In the interim, shareholders of the company have committed to meeting
its minimal operating expenses

Note 3 -Summary of Significant Accounting Policies

Basis of presentation

The Company reports revenues and expenses by using the accrual method of
accounting for financial and tax reporting purposes. These financial statements
are resented in United States dollars and have been Dre~ared in accordance with
United States generally accepted accounting principles. he'financial statements
for the interim period ended May 31, 2011 and 2010 are not audited. Interim
results are not necessarily indicative of the results for the full year. The
information included in this


ML CAPITAL GROUP, INC.
(A Development Stage Company)
Notes to Financial Statement
May 31,2011


interim report should be read in conjunction with the audited financial
statements of the Company for the most recent year ended December 31, 2010.

Use of estimates

Management uses estimates and assumptions in preparing these financial
statements in accordance with generally accepted accounting principles.
Those estimates and assumptions affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities, and the
reported revenues and expenses.

Cash and Cash Equivalents

Cash and cash equivalents include short-term cash investments that have an
initial maturity of 90 days or less. The Company has cash and bank deposits
only and has no cash equivalents from inception to May 31, 2011.

Fair value of financial instruments

Pursuant to ASC No. 820, "Fair Value Measurement and Disclosures," the Company
is required to estimate the fair value of all financial instruments included
on its balance sheets. The Company's financial instruments consist of cash.
The Company considers the carrying value of such amounts in the financial
statements to approximate their fair value due to the short-term nature of
these financial instruments.

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices
in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than
quoted prices that are observable for the asset or liability such as quoted
prices for similar assets or liabilities in active markets; quoted prices for
identical assets or liabilities in markets with insufficient volume or
infrequent transactions (less active markets); or model-derived valuations in
which significant inputs are observable or can be derived principally from,
or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs
to the valuation methodology that are significant to the measurement of the fair
value of the assets or liabilities.


ML CAPITAL GROUP, INC.
(A Development Stage Company)
Notes to Financial Statement
May 31,2011


lncome Taxes

The Company accounts for income taxes under ASC 740 "lncome Taxes" which
codified SFAS 109, "Accounting for lncome Taxes" and FIN 48 "Accounting for
Uncertainty in lncome Taxes an Interpretation of FASB Statement No. 109. Under
the asset and liability method of ASC 740, deferred tax assets and liabilities
are recognized for the future tax consequences attributable to differences
between the financial statements carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. Under ASC 740, the effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period the enactment occurs.
A valuation allowance is provided for certain deferred tax assets if it is more
likely than not that the Company will not realize tax assets through future
operations.

During the five months ended May 31,2011 the company incurred net losses, and
therefore had no tax liability. The net deferred tax asset generated by the
loss to carry forward has been ignored because of the uncertainty that the
loss will ever be used. The cumulative net loss carry forward is approximately
$1 5,600 as of May 31, 2011, and will expire in the year 2031.

Per share information

The Company computes net loss per share accordance with FASB ASC 205 "Earnings
per Share". FASB ASC 205 requires presentation of both basic and diluted
earnings per share (EPS) on the face of the income statement. Basic EPS is
computed by dividing net loss available to common shareholders (numerator) by
the weighted average number of shares outstanding (denominator) during the
period. Diluted EPS gives effect to all potentially dilutive common shares
outstanding during the period. Diluted EPS excludes all potentially dilutive
shares if their effect is anti-dilutive. As of May 31, 2011 there were no
potentially dilutive shares.

Stock-based compensation

The Company has not adopted a stock option plan and therefore has not
granted any stock options. Accordingly, no stock-based compensation has been
recorded to date.


ML CAPITAL GROUP, INC.
(A Development Stage Company)
Notes to Financial Statement
May 31,2011


Foreign currency translation

Foreign denominated monetary assets and liabilities are translated to their
United States dollar equivalents using foreign exchange rates which prevailed
at the balance sheet date. Expenses are translated at average rates of
exchange during the period. Related translation adjustments are reported as a
separate component of stockholders' equity, whereas gains or losses resulting
from foreign currency transactions are included in results of operations.

The Company's functional currency and its reporting currency is the United
States dollar and need not be translated.

Recent Accounting Pronouncements

The adoption of these accounting standards had the following impact on the
Company's statements of income and financial condition:

On January 1, 2009, the FASB issued a new accounting standard related to the
disclosure of derivative instruments and hedging activities. This standard
expanded the disclosure requirements about an entity's derivative financial
instruments and hedging activities including qualitative disclosures about
objectives and strategies for issuing derivatives, quantitative disclosures
about fair value amounts of any gains and losses on derivative instruments,
and disclosures about credit-risk-related contingent features in derivative
instruments. ML CAPITAL GROUP, INC. had no instruments that fell within the
 scope of this pronouncement from inception to May 31, 2011.

Effective January 1, 2009, a new accounting standard was issued related to
determining whether an instrument (or an embedded feature) is indexed to an
entity's own stock, which would qualify as a scope exception from hedge
accounting. ML CAPITAL GROUP, INC. had no instruments that fell within the
scope of this pronouncement from inception to May 31, 2011.

In August 2009, the FASB issued an amendment to the accounting standards
related to the measurement of liabilities that are recognized or disclosed
at fair value on a recurring basis. This standard clarifies how a company
should measure the fair value of liabilities and that restrictions
preventing the transfer of a liability should not be considered as a
factor in the measurement of liabilities within the scope of this
standard. This standard is effective on September 17, 2010. ML CAPITAL
GROUP,


ML CAPITAL GROUP, INC.
(A Development Stage Company)
Notes to Financial Statement
May 31,2011


INC. had no instruments that fell within the scope of this pronouncement
from inception to May 31, 2011.

In October 2009, the FASB issued an amendment to the accounting standards
related to the accounting for revenue in arrangements with multiple
deliverables including how the arrangement consideration is allocated among
delivered and undelivered items of the arrangement. Among the amendments,
this standard eliminates the use of the residual method for allocating
arrangement consideration and requires an entity to allocate the overall
consideration to each deliverable based on an estimated selling price of each
individual deliverable in the arrangement in the absence of having vendor-
specific objective evidence or other third party evidence of fair value of
the undelivered items. This standard also provides further guidance on how to
determine a separate unit of accounting in a multiple-deliverable revenue
arrangement and expands the disclosure requirements about the judgments made
in applying the estimated selling price method and how those judgments affect
the timing or amount of revenue recognition. This standard, which ML CAPITAL
GROUP, INC. is currently assessing the impact it may have on the Company,
became effective for the Company on January 1,2011.

All other recent pronouncements the Company has concluded does not affect
the financial presentation of the Company at this time.

Note 4 -Receivable

On May 31,201 1 there are no receivables

Note 5 -Related party transactions

During the period, the Company issued 48,500,000 common shares at par, or
$0.0001 per share, to the Company's Officers and Directors for services
rendered in the amount of $4,850.

Note 6 -Share capital

We are authorized to issue 100,000,000 shares of common stock, par value
$0.0001 per share.

The Company, in October 2010, sold an aggregate of 42,653 shares of
common stock to 26 individual purchasers, most of whom paid $0.30 per share
of the Company's common stock. Total proceeds from these sales were $12,295.


ML CAPITAL GROUP, INC.
(A Development Stage Company)
Notes to Financial Statement
May 31,2011


During the five months ended May 31, 201 1 the Company issued an additional
4,166 shares of common stock for $1,250 cash. It also received back 3,332
shares of stock that were cancelled, returning back the $1,000 previously
received for the stock.

With the issuance of 48,500,000 shares to Officers and Directors in May 2011
for services rendered in the amount of $4.850, the Company also issued an
additional 14,000,000 shares of common stock to various consultants for
sewices rendered in the amount of $1,400.

ML CAPITAL GROUP, INC.
(A Development Stage Company)
Notes to Financial Statement
December 31,2010


Note 1 -Nature of business and basis of presentation

ML CAPITAL GROUP, INC. was incorporated on September 17, 2010, under the laws
of the State of Nevada, for the purpose of conducting oil and gas exploration
activities.

We are now engaged in the business of locating financing for micro-cap companies
and assisting in allowing these clients to complete their business plan.
The Company has not generated any revenues and has not commenced its planned
principle activities and is therefore considered to be a development stage
company.

Note 2 -Summary of Significant Accounting Policies

Basis of presentation

The Company reports revenues and expenses by using the accrual method of
accounting for financial and tax reporting purposes. These financial
statements are presented in United States dollars and have been prepared in
accordance with United States generally accepted accounting principles

Use of estimates

Management uses estimates and assumptions in preparing these financial
statements in accordance with generally accepted accounting principles.
Those estimates and assumptions affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities, and the
reported revenues and expenses.

Cash and Cash Equivalents

Cash and cash equivalents include short-term cash investments that have an
initial maturity of 90 days or less. The Company has cash and bank deposits
only and has no cash equivalents from inception to December 31, 2010.

Fair value of financial instruments

Pursuant to ASC No. 820, Fair Value Measurement and Disclosures, the Company is
required to estimate the fair value of all financial instruments included on its
balance sheets. The Company's financial instruments consist of cash. The Company
considers the carrying value of such amounts in the financial statements to
approximate their fair value due to the short-term nature of these financial
instruments.


ML CAPITAL GROUP, INC.
(A Development Stage Company)
Notes to Financial Statement
December 31,2010


Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in
active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than
quoted prices that are observable for the asset or liability such as quoted
pricesfor similar assets or liabilities in active markets; quoted prices for
identical assets or liabilities in markets with insufficient volume or
infrequent transactions (less active markets); or model-derived valuations in
which significant inputs are observable or can be derived principally from,
or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs
to the valuation methodology that are significant to the measurement of the fair
value of the assets or liabilities.

Income Taxes

The Company accounts for income taxes under ASC 740 "Income Taxes" which
codified SFAS 109, "Accounting for lncome Taxes" and FIN 48 "Accounting for
Uncertainty in Income Taxes -an Interpretation of FASB Statement No. 109."
Under the asset and liability method of ASC 740, deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
differencesbetween the financial statements carrying amounts of existing
assets andliabilities and their respective tax bases. Deferred tax assets
and liabilitiesare measured using enacted tax rates expected to apply to
taxable income in theyears in which those temporary differences are expected to
be recovered or settled. Under ASC 740, the effect on deferred tax assets and
liabilities of achange in tax rates is recognized in income in the period the
enactment occurs.A valuation allowance is provided for certain deferred tax
assets if it is more likely than not that the Company will not realize tax
assets through future operations.

During the year ended December 31,2010 the company incurred net losses, and
therefore had no tax liability. The net deferred tax asset generated by the loss
to carry forward has been ignored because of the uncertainty that the loss will
ever be used.

ML CAPITAL GROUP, INC.
(A Development Stage Company)
Notes to Financial Statement
December 31,2010


The cumulative net loss carry forward is approximately $ 718 as of December 31,
2010, and will expire in the year 2030.

Per share information

The Company computes net loss per share accordance with FASB ASC 205 Earnings
per Share FASB ASC 205 requires presentation of both basic and diluted earnings
per share (EPS) on the face of the income statement. Basic EPS is computed by
dividing net loss available to common shareholders (numerator) by the weighted
average number of shares outstanding (denominator) during the period. Diluted
EPS gives effect to all potentially dilutive common shares outstanding during
the period. Diluted EPS excludes all potentially dilutive shares if their
effect is anti-dilutive. As of December 31, 2010 and 2009 there were no
potentially dilutive shares.

Stock-based compensation

The Company has not adopted a stock option plan and therefore has not granted
any stock options. Accordingly, no stock-based compensation has been recorded
to date.

Foreign currency translation

Foreign denominated monetary assets and liabilities are translated to their
United States dollar equivalents using foreign exchange rates which prevailed
at the balance sheet date. Expenses are translated at average rates of exchange
during the period. Related translation adjustments are reported as a separate
component of stockholders equity, whereas gains or losses resulting from foreign
currency transactions are included in results of operations.

The Company's functional currency and its reporting currency is the United
States dollar and need not be translated.

Recent Accounting Pronouncements

The adoption of these accounting standards had the following impact on the
Company's statements of income and financial condition:

On January 1, 2009, the FASB issued a new accounting standard related to the
disclosure of derivative instruments and hedging activities. This standard
expanded the disclosure requirements about an entity's derivative financial
instruments and hedging activities including qualitative disclosures about
objectives and strategies for issuing derivatives, quantitative disclosures
about fair value amounts of any gains and losses on derivative instruments,
and disclosures about credit-risk-related contingent features

ML CAPITAL GROUP, INC.
(A Development Stage Company)
Notes to Financial Statement
December 31,2010


in derivative instruments. ML CAPITAL GROUP, INC. had no instruments that
fell within the scope of this pronouncement from inception to December 31,
2010.

Effective January 1, 2009, a new accounting standard was issued related to
determining whether an instrument (or an embedded feature) is indexed to an
entity's own stock, which would qualify as a scope exception from hedge
accounting. ML CAPITAL GROUP, INC. had no instruments that fell within the
scope of this pronouncement from inception to December 31, 2010.

In August 2009, the FASB issued an amendment to the accounting standards
related to the measurement of liabilities that are recognized or disclosed at
fair value on a recurring basis. This standard clarifies how a company should
measure the fair value of liabilities and that restrictions preventing the
transfer of a liability should not be considered as a factor in the
measurement of liabilities within the scope of this standard. This standard
is effective on September 17, 2010. ML CAPITAL GROUP. INC. had no instruments
that fell within the scope of this pronouncement from inception to December
31, 2010.

In October 2009, the FASB issued an amendment to the accountina standards
related to the accounting for revenue in arrangements with multiple
deliverables including how the arrangement consideration is allocated among
delivered and undelivered items of the arrangement. Among the amendments,
this standard eliminates the use of the residual method for allocating
arrangement consideration and requires an entity to allocate the overall
consideration to each deliverable based on an estimated selling price of each
individual deliverable in the arrangement in the absence of having vendor-
specific objective evidence or other third party evidence of fair value of
the undelivered items. This standard also provides further guidance on how
to determine a separate
unit of accounting in a multiple-deliverable revenue arrangement and expands
the disclosure requirements about the judgments made in applying the
estimated selling price method and how those judgments affect the timing or
amount of revenue recognition. This standard, which ML CAPITAL GROUP, INC.
is currently assessing the impact it may have on the Company, became
effective for the Company on January 1,2011.

All other recent pronouncements the Company has concluded does not affect
the financial presentation of the Company at this time.

Note 4 -Receivable

On December 31. 2010 there are no receivables


ML CAPITAL GROUP, INC.
(A Development Stage Company)
Notes to Financial Statement
December 31,2010


Note 5 -Share capital

We are authorized to issue 100,000,000 shares of common stock, par value
$0.0001 per share.

The Company, in October 2010, sold an aggregate of 42,653 shares of common
stock to 26 individual purchasers, most of whom paid $0.30 per share of the
Company's common stock. Total proceeds from these sales were $12,295.

Note 6 -Subsequent Events

During the five months ended May 31,2011 the Company issued an additional
4,166 shares of common stock for $1,250 cash. It also received back 3,332
shares of stock that were cancelled, returning back the $1,000 previously
received for the stock. With the issuance of 48,500,000 shares to Officers
and Directors in May 201 1 for services rendered in the amount of $4,850,
the Company also issued an additional 14,000,000 shares of common stock to
various consultants for services rendered in the amount of $1,400.

Board of Directors

ML Capital Group, Inc.







REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



We have audited the accompanying balance sheets of ML Capital Group, Inc.

(A Development Stage Company) as of December 31, 2010 and 2009 and the
statements of operations, stockholders equity and cash flows for the year ended
December 31, 2010, and for the period from inception on September 17, 2009 to
December 31, 2009 and 2010. These consolidated financial statements are the
responsibility of the Companys management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.



We conducted our audit in accordance with auditing standards of the Public
Company Accounting Oversight Board (PCAOB). Those standards require that
we plan and perform an audit to obtain reasonable assurance whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit 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 companys internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used, significant estimates made by management and evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.



In our opinion, these financial statements referred to above present fairly, in
all material aspects, the financial position of the Company as of December 31,
2010 and 2009, and the results of its operations and cash flows for the year
ended December 31, 2010, and for the period from the date of inception on
September 17, 2009 to December 31, 2009 and 2010, in conformity with accounting
principles generally accepted in the United States of America.

 .

s/Madsen & Associates CPAs, Inc.

Madsen & Associates CPAs, Inc.

August 11, 2011

Salt Lake City, Utah

CONSENT OF lNDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation in this Registration Statement on Form
S-I,of our report dated August 11,201 1, of ML CAPITAL GROUP, MC. (A Development
Stage Company) relating to the financial statements as of May 31,2011 and for
the period from September 17,2010 (inception) to May 31,2011, and the reference
to our firm under the caption "Expens" in the Registration Statement.

Madsen & Associates CPA's, Inc.

BYH .

A A-A

Title: A~d4blNt.PART(rlEP

Salt Lake City, Utah

August 17,201 1

MICHAEL W. BERG

ATTORNEY AT LAW

8426 E. SHEA BLVD.

SCOTTSDALE, ARIZONA 85260

PHONE (480) 664-6654

FAX (480) 664-6656



August 23, 2011





VIA ELECTRONIC TRANSMISSION





Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549



Re: ML Capital Group, Inc., a Nevada corporation;

 Registration Statement on Form S-1, as amended



Ladies and Gentlemen:



I have acted as counsel to ML Capital Group, Inc., a Nevada corporation (the
Company), in connection with the registration statement on Form S-1(the
Registration Statement), filed by the Company with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended (the Securities
Act), with respect to (i) the registration, offer and resale of up to 14,543,487
shares of common stock, par value $0.001 per share, of the Company, by certain
selling stockholders of the Company and (ii) the registration, offer and sale of
500,000 shares of common stock, par value $0.001 per share, of the Company, by
the Company itself.



I have examined the originals, photocopies, certified copies or other evidence
of such records of the Company, certificates of officers of the Company and
public officials, and other documents I have deemed relevant and necessary as a
basis for the opinion hereinafter expressed. In such examination, I have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to me as certified copies or photocopies and the authenticity of the
originals of such latter documents.



Based on my examination mentioned above, I am of the opinion that the shares of
common stock being sold pursuant to the Registration Statement are duly
authorized, legally and validly issued, fully paid and non-assessable.



I hereby consent to the filing of this opinion as Exhibit 5 to the Registration
Statement and to the reference to my firm in the related Prospectus. In giving
the foregoing consent, I do not admit that I am in the category of persons
whose consent is required under Section 7 of the Act, or the rules and
regulations of the Securities and Exchange Commission.



Very truly yours,



/s/ Michael W. Berg