UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549 

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

 

(Check One):

x Form 10-K

¨ Form 20-F 

¨ Form 11-K

¨ Form 10-Q

¨ Form 10-D

¨ Form N-SAR

¨ Form N-CSR

 

 

For Period Ended: December 31, 2014

 

 

¨

Transition Report on Form 10-K
 

¨

Transition Report on Form 20-F
 

¨

Transition Report on Form 11-K
 

¨

Transition Report on Form 10-Q
 

¨

Transition Report on Form N-SAR
   
 

For the Transition Period Ended: _____________________

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 

PART I — REGISTRANT INFORMATION

 

ML Capital Group, Inc.

  

Full Name of Registrant

  
   
   

Former Name if Applicable

  
   

16810 East Avenue of the Fountains, Suite 120

  

Address of Principal Executive Office (Street and Number)

  
   

Fountain Hills, Arizona 85268

  

City, State and Zip Code

  

  

  

 

 

PART II — RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

x

(a)

The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

 

x

(b)

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F,11-K or Form N-SAR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and

 

¨

(c)

The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

PART III — NARRATIVE

 

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, or the transition report thereof, could not be filed within the prescribed time period.

 

Our management requires additional time to prepare our Annual Report on Form 10-K for the period ended December 31, 2014, which could not be completed without incurring undue hardship and expense. We anticipate filing our complete Annual Report on Form 10-K for the period ended December 31, 2014, on or about April 15, 2015.

 

PART IV — OTHER INFORMATION

 

(1)

  

Name and telephone number of person to contact in regard to this notification

 

Lisa Nelson

  

(480)

  

816-5308

(Name)

  

(Area Code)

  

(Telephone Number)

 

(2)

  

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
   

Yes ¨ No x
     

(3)

  

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
   

Yes ¨ No x
     
   

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

  

 
2

 

ML Capital Group, Inc.

(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: April 1, 2015

  

By:

/s/ Lisa Nelson
    Name:

Lisa Nelson
    Title:

Chief Executive Officer

 

 

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