SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10- Q/A


(Amendment No. 1)




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





For the quarterly period ended March31, 2014





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





For the transition period from ___________ to ____________.





Commission File Number 333-184636





ML CAPITAL GROUP, INC.(Exact name of registrant as specified in its charter)  NEVADA

33-1219511(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)
  6810 Ave of the Fountains #101 Fountain Hills, AZ 85268(Address of principal executive offices)(602) 200-4121(Issuer's telephone number)





NA


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





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





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes   x     No  o





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




Large accelerated filer
o
Accelerated filed
oNon-accelerated filer
o
Smaller reporting company
x





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





As of May 14, 2014, there were 82,041,905 shares of Common Stock of the issuer outstanding.







EXPLANATORY NOTE
 
 The purpose of this Amendment No. 1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014, filed with the Securities and Exchange Commission on May 14, 2014 (the "Form 10-Q"), is solely to revise the disclosure on the cover page to indicate that the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q continues to speak as of the original filing date of the Form 10-Q, May 14, 2014, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.
 2




Item 6:  Exhibits.




No.

Description31

Chief Executive Officer Certification32

Section 1350 Certification





101.INS**

XBRL Instance Document *101.SCH**

XBRL Taxonomy Extension Schema Document *101.CAL**

XBRL Taxonomy Extension Calculation Linkbase Document *101.DEF**

XBRL Taxonomy Extension Definition Linkbase Document *101.LAB**

XBRL Taxonomy Extension Label Linkbase Document *101.PRE**

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


3




SIGNATURES




In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.




ML CAPITAL GROUP, INC.Dated:  June 5, 2014
By:
/s/ Lisa NelsonLisa Nelson,Chief Executive Officer (Principal Executive Officer) and Chairman  of the Board of Directors