ML Capital Group, Inc.

Further, the Company’s Board of Directors approved the issuance of 1,000,000 shares of the Series A Preferred Stock to Ms. Lisa Nelson, the Company’s President. Each Series A Preferred Share has voting rights of 10,000 votes per share. The Series A Preferred Stock are not convertible into the shares of the Company’s Common Stock and are not entitled to be paid any dividends. No sinking fund is required to be established for the retirement or repurchase of the shares of the Series A Preferred Stock and the Company has the right, with the approval of the holder, to repurchase all or any portion of the Series A Preferred Stock at a redemption price of $0.00001 per share. Further, the holders of the Series A Preferred Stock does not hold any registration rights.

All of the Series A Preferred Shares were offered and sold to Ms. Nelson as restricted securities pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended and Ms. Nelson agreed that she was acquiring the Series A Preferred Shares for investment purposes only and not with a view to a distribution.

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

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

Total expenses for the three month period ended March 31, 2015 were $196,271 compared to $345,683 in the respective period in 2014. The $149,412 decrease in expenses for the three month period ended March 31, 2015 over the same period in 2014 was primarily attributable to stock based compensation of approximately $300,000 paid during the three month period ended March 31, 2014 compared to $25,775 expensed during the same period in 2015. This decrease was offset by increases in compensation expenses of $45,756 ($65,763 and $20,007 in compensation expenses for the three month periods ended March 31, 2015 and 2014, respectively) and general and administrative expenses of $22,683 ($46,381 and $23,743 in general and administrative expenses for the three month periods ended March 31, 2015 and 2014, respectively)