Statement of Ownership (sc 13g)
November 03 2017 - 2:37PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
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ML
Capital Group, Inc.
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(Name
of Issuer)
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Common
Stock
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(Title
of Class of Securities)
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55314D106
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(CUSIP
Number)
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September
25, 2017
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(Date
of Event which Requires Filing of this Statement)
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Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
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☐
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Rule 13d-1(b)
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þ
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Rule
13d-1(c)
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☐
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Rule 13d-1(d)
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*
The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior
cover page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
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1.
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NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JDF CAPITAL INC.
27-0327541
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☒
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OR ORGANIZATION
NEW YORK
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE
VOTING POWER
573,588,561*
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6.
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SHARED
VOTING POWER
-0-
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7.
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SOLE
DISPOSITIVE POWER
573,588,561*
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8.
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SHARED
DISPOSITIVE POWER
-0-
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* Consists
of Common Stock that the reporting person has the right to acquire by way of conversion
of a security, shares actually owned by the reporting person (287,081,361).
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
130,000,000*
* Consists
of Common Stock that the reporting person has the right to acquire by way of conversion of a security, shares actually owned by
the reporting person (287,081,361).
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10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%
(based on the total of 5,741,627,237 outstanding shares of Common Stock)
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12.
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TYPE
OF REPORTING PERSON (see instructions)
CO
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Item 1.
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(a)
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Name of Issuer
ML Capital Group, Inc.
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(b)
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Address of Issuer’s Principal Executive Offices
10142 North Palisades Blvd. Fountain Hills, AZ 85268
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Item 2.
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(a)
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Name of Person Filing
JDF Capital Inc.
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(b)
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Address of the Principal Office or, if
none, residence
62 E. Main Street, Freehold, NJ 07728
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(c)
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Citizenship
New York Domestic Business Corporation
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(d)
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Title of Class of Securities
Common Stock
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(e)
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CUSIP Number
01643J 109
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check
whether the person filing is a:
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(a)
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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Provide the following information regarding
the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned: 573,588,561*
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(b)
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Percent of class: 9.99%
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote 573,588,561*
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(ii)
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Shared power to vote or to direct the vote -0-
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(iii)
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Sole power to dispose or to direct the disposition of 573,588,561*
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(iv)
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Shared power to dispose or to direct the
disposition of -0-
* Consists of Common Stock that the
reporting person has the right to acquire by way of conversion of a security, shares actually owned by the reporting person (287,081,361).
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Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report
the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the
class of securities, check the following.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported
on By the Parent Holding Company.
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Item 8.
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Identification and Classification of Members of the Group.
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Item 9.
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Notice of Dissolution of Group.
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(a)
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The following certification shall be included if the statement is filed pursuant to §240.13d-1(b):
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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(b)
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The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):
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By signing below I certify that, to the
best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that purpose or effect.
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After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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JDF CAPITAL INC.
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10-24-2017
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DATE
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/s/ John D. Fierro
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SIGNATURE
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John D. Fierro/CEO
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NAME/TITLE
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4
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