Item 1.01 Entry into a Material Definitive Agreement.

On June 30, 2009, we entered into a binding Letter of Intent (the "LOI") with Money Line Capital, Inc., a California corporation ("MLCI"), and our largest shareholder. Under the LOI the parties agreed to complete a transaction whereby all the MLCI shareholders will exchange their shares of MLCI stock for shares of our stock. The parties agreed to negotiate in good faith to close the transaction on or before January 29, 2010. The LOI is predicated on us being current in our reporting obligations under the Securities and Exchange Act of 1934, as amended, and being publicly-traded at the time of the closing; and MLCI having its financial statements (and its subsidiaries, as applicable) audited for the period ended June 30, 2009, as well as completing a valuation by a qualified third-party company.

On November 5, 2009, we agreed with MLCI to amend the LOI to reset the anticipated closing date of the transaction from January 29, 2010 to April 30, 2010, as well as some other preliminary dates in the LOI. We agreed to reset the anticipated closing date of the transaction in order to allow MLCI time to complete the audit of its financial statements, and certain of its subsidiaries, for the period ended June 30, 2009, as well the review of the financial statements for the interim quarters.

Item 7.01 Regulation FD Disclosure.

On November 6, 2009, we issued a press release announcing the amendment to the LOI between us and Money Line Capital, Inc., a copy of which is furnished with this Current Report as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. Exhibit No. Description 10.1 Amendment No. 1 to Letter of Intent by and between M Line Holdings, Inc. and Money Line Capital, Inc. dated November 5, 2009 99.1 Press release dated November 6, 2009 issued by M Line Holdings, Inc., announcing amendment to Letter of Intent with Money Line Capital, Inc.

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