Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of the Securities
Exchange Act of 1934
ELINE ENTERTAINMENT
GROUP, INC.
(Exact name of registrant as specified in its
charter)
| Wyoming |
|
88-0429856 |
(State
of other jurisdiction of
incorporation or organization) |
|
(IRS Employer
Identification No.) |
7339 E. Williams Drive
Unit 26496
Scottsdale, AZ 85255
(Address of Principal
Executive Offices) (Zip Code)
602.793.8058
(Registrant’s
telephone number, including area code)
Correspondence:
Rhonda Keaveney
PO Box 26496
Scottsdale, AZ 85255
602.793.8058
Rhonda@scctransferllc.com
Securities to be
Registered Under Section 12(b) of the Act:
None
Securities to be
Registered Under Section 12(g) of the Act:
Common Stock, Par
Value $0.001
(Title of Class)
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and
“emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
| Non-accelerated
filer |
☐ |
Smaller
reporting company |
☒ |
| |
|
Emerging growth company |
☐ |
If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ELINE ENTERTAINMENT
GROUP, INC.
INDEX TO FORM 10
Cautionary Note Regarding
Forward-Looking Statements
This registration
statement on Form 10 contains “forward-looking statements” concerning our future results, future performance, intentions,
objectives, plans, and expectations, including, without limitation, statements regarding the plans and objectives of management for future
operations, any statements concerning our proposed services, any statements regarding future economic conditions or performance, and
any statements of assumptions underlying any of the foregoing. All forward-looking statements included in this document are made as of
the date hereof and are based on information available to us as of such date. We assume no obligation to update any forward-looking statements.
In some cases, forward-looking statements can be identified by the use of terminology such as “may,” “will,”
“expects,” “plans,” “anticipates,” “intends,” “believes,” “estimates,”
“potential,” or “continue,” or the negative thereof or other comparable terminology. Although we believe that
the expectations reflected in the forward-looking statements contained herein are reasonable, there can be no assurance that such expectations
or any of the forward-looking statements will prove to be correct, and actual results could differ materially from those projected or
assumed in the forward-looking statements. Future financial condition and results of operations, as well as any forward-looking statements
are subject to inherent risks and uncertainties, including those discussed under “Risk Factors” and elsewhere in this Form
10.
Introductory Comment
We are filing this General
Form for Registration of Securities on Form 10 to register our common stock pursuant to Section 12(g) of the Exchange Act. Once this
registration statement is deemed effective, we will be subject to the requirements of Section 13(a) under the Exchange Act, which will
require us to file annual reports on Form 10-K (or any successor form), quarterly reports on Form 10-Q (or any successor form), and current
reports on Form 8-K, and we will be required to comply with all other obligations of the Exchange Act applicable to issuers filing registration
statements pursuant to Section 12(g) of the Exchange Act.
Throughout this Form
10, unless the context otherwise requires, the terms “we,” “us,” “our,” the “Company,”
“EEGI" and “our Company” refer to Eline Entertainment Group, Inc., a Nevada corporation. EEGI is a Blank Check
Company under Rule 419 of the Securities Act of 1933.
The term ‘blank
check company” means that we are a development stage company and have no specific business plan or purpose or has indicated that
is business plan is to engage in a merger or acquisition with an unidentified company, or other entity or person. A blank check company:
(i) Is a development stage company
that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an
unidentified company or companies, or other entity or person; and
(ii) Is issuing “penny stock,”
as defined in Rule 3a51-1 under the Securities Exchange Act of 1934.
Our Company is currently listed on the Expert
Market on the OTC Markets platform. Our stock quote is not currently quoted on OTC Markets. The market for our stock is uncertain at
this time. Quotations in Expert Market securities are restricted from public viewing and only broker-dealers and professional or sophisticated
investors are permitted to view quotations in Expert Market securities. Our securities could be particularly illiquid due to being listed
on this market and that if we remain on the Expert Market it could impede a potential merger, acquisition, reverse merger or business
combination pursuant to which the company could become an operating company.
We have taken steps to be listed on a different
tier of the OTC Markets. The filing of this registration statement and continued compliance with financial reporting requirements will
allow EEGI to be listed as a Pink Current company on the OTC Markets platform. In addition, we are actively pursuing a viable merger
candidate which will allow us continued Pink Current status.
(a) Business Development
Eline Entertainment Group, Inc. (OTC “EEGI”) was incorporated
under the laws of the State of Nevada on June 12, 1997, as Rapid Retrieval Systems, Inc. On April 25, 2001, the Company filed an amendment
to its Articles of Incorporation and changed its name to Eline Entertainment Group, Inc. In 2017, the Company converted out of the State
of Nevada and domiciled in the State of Wyoming.
Eline Entertainment Group, Inc., Inc. operated as food service business
specializing in sports and entertainment production and distribution.
Business operations for Eline Entertainment Group, Inc. were abandoned
by former management and a custodianship action, as described in the subsequent paragraph, was commenced in 2022.
On May 11, 2022, the First Judicial
District Court of Laramie, Wyoming granted the Application for Appointment of Custodian as a result of the absence of a functioning board
of directors and the revocation of the Company’s charter. The order appointed Rhonda Keaveney (the “Custodian”) custodian
with the right to appoint officers and directors, negotiate and compromise debt, execute contracts, issue stock, and authorize new classes
of stock.
The court awarded custodianship to the Custodian based on the absence
of a functioning board of directors, revocation of the company’s charter, and abandonment of the business. At this time, the Custodian
appointed Rhonda Keaveney as sole officer and director.
The Custodian attempted to contact the Company’s officers and
directors through letters, emails, and phone calls, with no success.
Small Cap Compliance, LLC (‘SCC”)
is a shareholder in the Company and Rhonda Keaveney is the sole member of SCC. Rhonda Keaveney applied to the Court for an Order
appointing her as the Custodian. This application was for the purpose of reinstating EEGI’s corporate charter to do business and
restoring value to the Company for the benefit of the stockholders.
The Custodian performed the following actions in its capacity as custodian:
| |
· |
Funded any expenses of the company including paying
off outstanding liabilities |
| |
· |
Brought the Company back into compliance with the Wyoming
Secretary of State, resident agent, transfer agent |
| |
· |
Appointed officers and directors, held a shareholders
meeting, and audited financial reports |
The Custodian paid the following expenses
on behalf of the company:
Wyoming Secretary of State for reinstatement of the Company, $188
Transfer agent, Signature Stock Transfer, Inc., $850
Amended and Restated Articles of Incorporation for the Company, $175
Audit expenses, $17,500
Upon appointment as the Custodian of EEGI
and under its duties stipulated by the Wyoming court, the Custodian took initiative to organize the business of the issuer. As Custodian,
the duties were to conduct daily business, hold shareholder meetings, appoint officers and directors, reinstate the company with the
Wyoming Secretary of State. The Custodian also had authority to enter into contracts and find a suitable merger candidate. Ms. Keaveney
was compensated for her role as custodian in the amount 1 share of Convertible Preferred D Series Stock and 10,000,000 shares of restricted
common stock issued in the name of Small Cap Compliance, LLC. The Custodian did not receive any additional compensation, in the form
of cash or stock, for custodian services. The custodianship is still in effect as of this draft.
We are currently a shell company, as defined
in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), and Rule 12b-2.
(b) Business of Issuer
Since May 2022, the Company’s operations consist of a search
for a merger, acquisition, reverse merger or a business transaction opportunity with an operating business or other financial transaction;
however, there can be no assurance that this plan will be successfully implemented. Until a transaction is effectuated, the Company does
not expect to have significant operations. At this time, the Company has no arrangements or understandings with respect to any potential
merger, acquisition, reverse merger or business combination candidate pursuant to which the Company may become an operating company.
Opportunities may come to the Company’s
attention from various sources, including our management, our stockholders, professional advisors, securities broker dealers, venture
capitalists and private equity funds, members of the financial community and others who may present unsolicited proposals. At this time,
the Company has no plans, understandings, agreements, or commitments with any individual or entity to act as a finder in regard to any
business opportunities. While it is not currently anticipated that the Company will engage unaffiliated professional firms specializing
in business acquisitions, reorganizations or other such transactions, such firms may be retained if such arrangements are deemed to be
in the best interest of the Company. Compensation to a finder or business acquisition firm may take various forms, including one-time
cash payments, payments involving issuance of securities (including those of the Company), or any combination of these or other compensation
arrangements. Consequently, the Company is currently unable to predict the cost of utilizing such services.
The Company has not restricted its search to any particular business,
industry, or geographical location. In evaluating a potential transaction, the Company analyzes all available factors and make a determination
based on a composite of available facts, without reliance on any single factor.
It is not possible at this time to predict the nature of a transaction
in which the Company may participate. Specific business opportunities would be reviewed as well as the respective needs and desires of
the Company and the legal structure or method deemed by management to be suitable would be selected. In implementing a structure for
a particular transaction, the Company may become a party to a merger, consolidation, reorganization, tender offer, joint venture, license,
purchase and sale of assets, or purchase and sale of stock, or other arrangement the exact nature of which cannot now be predicted. Additionally,
the Company may act directly or indirectly through an interest in a partnership, corporation or other form of organization. Implementing
such structure may require the merger, consolidation, or reorganization of the Company with other business organizations and there is
no assurance that the Company would be the surviving entity. In addition, our present management and stockholders may not have control
of a majority of the voting shares of the Company following reorganization or other financial transaction. As part of such a transaction,
some or all of the Company’s existing directors may resign and new directors may be appointed. The Company’s operations following
the consummation of a transaction will be dependent on the nature of the transaction. There may also be various risks inherent in the
transaction, the nature and magnitude of which cannot be predicted.
The Company may also be subject to increased
governmental regulation following a transaction; however, it is not possible at this time to predict the nature or magnitude of
such increased regulation, if any.
The Company expects to continue to incur
moderate losses each quarter until a transaction considered appropriate by management is effectuate.
At present financial revenue has not yet been realized. The Company
hopes to raise capital in order to fund the acquisitions.
All statements involving our business plan are forward looking statements
and have not been implemented as of this filing.
The
Company is moving in a new direction, statements made relating to our business plan are forward looking statements and we have no history
of performance. Current management does not have any experience in acquisition of companies but is actively looking for a suitable
person to incorporate into the management team.
The analysis will be undertaken by or under
the supervision of our management. As of the date of this filing, we have not entered into definitive agreements. In our continued efforts
to analyze potential business plan, we intend to consider the following factors:
| |
· |
Potential for growth, indicated by anticipated market
expansion or new technology; |
| |
· |
Competitive position as compared to other businesses
of similar size and experience within our contemplated segment as well as within the industry as a whole; |
| |
· |
Strength and diversity of management, and the accessibility
of required management expertise, personnel, services, professional assistance and other required items; |
| |
· |
Capital requirements and anticipated availability of
required funds, to be provided by the Company or from operations, through the sale of additional securities or convertible debt,
through joint ventures or similar arrangements or from other sources; |
| |
· |
The extent to which the business opportunity can be
advanced in our contemplated marketplace; and |
| |
· |
Other relevant factors |
In applying the foregoing criteria, management
will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available
data. Due to our limited capital available for investigation, we may not discover or adequately evaluate adverse facts about the opportunity
to be acquired. Additionally, we will be competing against other entities that may have greater financial, technical, and managerial
capabilities for identifying and completing our business plan.
We are unable to predict when we will, if
ever, identify and implement a business plan. We anticipate that proposed business plan would be made available to us through personal
contacts of our directors, officers and principal stockholders, professional advisors, broker-dealers, venture capitalists, members of
the financial community and others who may present unsolicited proposals. In certain cases, we may agree to pay a finder’s fee
or to otherwise compensate the persons who introduce the Company to business opportunities in which we participate.
We expect that our due diligence will encompass,
among other things, meetings with incumbent management of the target business and inspection of its facilities, as necessary, as well
as a review of financial and other information, which is made available to the Company. This due diligence review will be conducted either
by our management or by third parties we may engage. We anticipate that we may rely on the issuance of our common stock in lieu of cash
payments for services or expenses related to any analysis.
We may incur time and costs required to select
and evaluate our business structure and complete our business plan, which cannot presently be determined with any degree of certainty.
Any costs incurred with respect to the indemnification and evaluation of a prospective business that is not ultimately completed may
result in a loss to the Company. These fees may include legal costs, accounting costs, finder’s fees, consultant’s fees and
other related expenses. We have no present arrangements for any of these types of fees.
We anticipate that the investigation of specific
business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments
will require substantial management time and attention and substantial cost for accountants, attorneys, consultants, and others. Costs
may be incurred in the investigation process, which may not be recoverable. Furthermore, even if an agreement is reached for the participation
in a specific business opportunity, the failure to consummate that transaction may result in a loss to the Company of the related costs
incurred.
As of the time of this filing, the Company
has not implemented a business combination. Our business plan is to merge with, or acquire, an operating entity that offers product or
service growth potential. We are actively looking for a suitable merger candidate and evaluating potential target companies that align
with our business plan. This will require review of financials, products and management of the merger candidate. We anticipate the review
process could take up to 30 days after a viable candidate is located.
Competition
Eline Entertainment Group, Inc. is in direct
competition with many other entities in its efforts to locate a suitable transaction. Included in the competition are business development
companies, special purpose acquisition companies (“SPACs”), venture capital firms, small business investment companies, venture
capital affiliates of industrial and financial companies, broker-dealers and investment bankers, management consultant firms and private
individual investors. Many of these entities possess greater financial resources and are able to assume greater risks than those which
Eline Entertainment Group, Inc. could consider. Many of these competing entities also possess significantly greater experience and contacts
than Eline Entertainment Group, Inc.’s management. Moreover, the Company also competes with numerous other companies similar to
it for such opportunities.
Effect of Existing or Probable Governmental
Regulations on the Business
Upon effectiveness of this Form 10, we will
be subject to the Exchange Act and the Sarbanes-Oxley Act of 2002. Under the Exchange Act, we will be required to file with the SEC annual
reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. The Sarbanes-Oxley Act creates a strong and independent
accounting oversight board to oversee the conduct of auditors of public companies and to strengthen auditor independence. It also (1)
requires steps be taken to enhance the direct responsibility of senior members of management for financial reporting and for the quality
of financial disclosures made by public companies; (2) establishes clear statutory rules to limit, and to expose to public view, possible
conflicts of interest affecting securities analysts; (3) creates guidelines for audit committee members’ appointment, and compensation
and oversight of the work of public companies’ auditors; (4) prohibits certain insider trading during pension fund blackout periods;
and (5) establishes a federal crime of securities fraud, among other provisions.
We will also be subject to Section 14(a)
of the Exchange Act, which requires all companies with securities registered pursuant to Section 12(g) of the Exchange Act to comply
with the rules and regulations of the SEC regarding proxy solicitations, as outlined in Regulation 14A. Matters submitted to our stockholders
at a special or annual meeting thereof or pursuant to a written consent will require us to provide our stockholders with the information
outlined in Schedules 14A or 14C of Regulation 14A. Preliminary copies of this information must be submitted to the SEC at least 10 days
prior to the date that definitive copies of this information are provided to our stockholders.
Employees
The Company currently has one executive officer.
Rhonda Keaveney serves as Chief Executive Officer and Chief Financial Officer. Ms. Keaveney is the sole member of the custodian, Small
Cap Compliance, LLC, the majority shareholder.
Management of the Company expects to use
consultants, attorneys and accountants as necessary, and it is not expected that Eline Entertainment Group, Inc. will have any full-time
or other employees, except as may be the result of completing a transaction.
Risks Relating to Our Business
Our
future business, operating results and financial condition could be seriously harmed as a result of the occurrence of any of the following
risks. You could lose all or part of your investment due to any of these risks. You should invest in our common stock only if you can
afford to lose your entire investment.
Resale limitations of Rule 144(i) on your shares
According to the Rule 144(i), Rule 144 is not available for the resale
of securities initially issued by either a reporting or non-reporting shell company. Moreover, Rule 144(i)(1)(ii) states that Rule 144
is not available to securities initially issued by an issuer that has been “at any time previously” a reporting or non-reporting
shell company. Rule 144(i)(1)(ii) prohibits shareholders from utilizing Rule 144 to sell their shares in a company that at any time in
its existence was a shell company. However, according to Rule 144(i)(2), an issuer can “cure” its shell status.
To “cure” a company’s current or former shell company
status, the conditions of Rule 144(i)(2) must be satisfied regardless of the time that has elapsed since the public company ceased to
be a shell company and regardless of when the shares were issued. The availability of Rule 144 for resales of shares issued while the
company is a shell company or thereafter may be restricted even after the expiration of the one-year period since it filed its Form 10
information if the company is not current on all of its periodic reports required to be filed within the SEC during the 12 months before
the date of the shareholder’s sale. Thus, the company must file all 10-Qs and 10K for the preceding 12 months and since the filing
of the Form 10, or Rule 144 is not available for the resale of securities
We have extremely limited assets, have
incurred operating losses, and have no current source of revenue
We have had minimal assets. We do not expect
to generate revenues until we begin to implement a business plan. We can provide no assurance that we will produce any material revenues
for our stockholders, or that our contemplated business will operate on a profitable basis.
We will, likely, sustain operating expenses
without corresponding revenues, at least until the consummation of a business plan. This may result in our incurring a net operating
loss that will increase unless we consummate a business plan with a profitable business or internally develop our business. We cannot
assure you that we can identify a suitable business combination or successfully internally develop our business, or that any such business
will be profitable at the time of its acquisition by the Company or ever.
Our capital resources may not be sufficient
to meet our capital requirements, and in the absence of additional resources we may have to curtail or cease business operations
We have historically generated negative cash
flow and losses from operations and could experience negative cash flow and losses from operations in the future. Our independent auditors
have included an explanatory paragraph in their report on our financial statements for the fiscal years ended December 31, 2021, and
2020 expressing doubt regarding our ability to continue as a going concern. We currently only have a minimal amount of cash available,
which will not be sufficient to fund our anticipated future operating needs. The Company will need to raise substantial sums to implement
its business plan. There can be no assurance that the Company will be successful in raising funds. To the extent that the Company is
unable to raise funds, we will be required to reduce our planned operations or cease any operations.
We may encounter substantial competition
in our contemplated business and our failure to compete effectively may adversely affect our ability to generate revenue
We believe that existing and new competitors
will continue to improve in cost control and performance in whatever business we acquire. We may have global competitors and we will
be required to continue to invest in product development and productivity improvements to compete effectively in our markets. Our competitors
could develop a more efficient product or undertake more aggressive and costly marketing campaigns than ours, which may adversely affect
our marketing strategies and could have a material adverse effect on contemplated business, results of operations and financial condition.
Effect of Environmental Laws
We are not governed by environmental laws
at this time. However, our belief that that we will be compliance with all applicable environmental laws, in all material respects. We
do not expect future compliance with environmental laws to have a material adverse effect on our business.
We may not be able to obtain regulatory
approvals for our product
At this time the Company is not subject to any laws or regulations
relating to a business model. However, our future business may be subject to laws and regulations. The Company believes acquisition of
already established corporations will mitigate this risk.
We may face a number of risks associated
with implementing a business plan, including the possibility that we may incur substantial debt or convertible debt, which could adversely
affect our financial condition
We intend to use reasonable efforts to complete
a business plan. The risks commonly encountered in implementing a business plan is insufficient revenues to offset increased expenses
associated with finding a merger candidate. Failure to raise sufficient capital to carry out our business plan. Additionally, we have
no operations at this time so our expenses are likely to increase, and it is possible that we may incur substantial debt or convertible
debt in order to complete our business plan, which can adversely affect our financial condition. Incurring a substantial amount of debt
or convertible debt may require us to use a significant portion of our cash flow to pay principal and interest on the debt, which will
reduce the amount available to fund working capital, capital expenditures, and other general purposes. Our indebtedness may negatively
impact our ability to operate our business and limit our ability to borrow additional funds by increasing our borrowing costs, and impact
the terms, conditions, and restrictions contained in possible future debt agreements, including the addition of more restrictive covenants;
impact our flexibility in planning for and reacting to changes in our business as covenants and restrictions contained in possible future
debt arrangements may require that we meet certain financial tests and place restrictions on the incurrence of additional indebtedness
and place us at a disadvantage compared to similar companies in our industry that have less debt.
Our future success is highly dependent
on the ability of management to locate and attract suitable business opportunities and our stockholders will not know what business we
will enter into until we consummate a transaction with the approval of our then existing directors and officers
At this time, we have no operations and future
implementation of a business plan is highly speculative, there is a consequent risk of loss of an investment in the Company. The success
of our plan of operations will depend to a great extent on the operations, financial condition and management of future business and
internal development. While management intends to seek businesses opportunities with entities having established operating histories,
we cannot provide any assurance that we will be successful in locating opportunities meeting that criterion. In the event we complete
a business plan, the success of our operations will be dependent upon management, its financial position and numerous other factors beyond
our control.
There can be no assurance that we will
successfully consummate a business plan or internally develop a successful business
We are a blank check company and can give
no assurance that we will successfully identify and evaluate suitable business opportunities or that we will successfully implement our
business plan. We cannot guarantee that we will be able to negotiate contracts on favorable terms. No assurances can be given that we
will successfully identify and evaluate suitable business opportunities, that we will conclude a business plan or that we will be able
to develop a successful business. Our management and affiliates will play an integral role in establishing the terms for any future business.
We will incur increased costs as a
result of becoming a reporting company, and given our limited capital resources, such additional costs may have an adverse impact on
our profitability.
Following the effectiveness of this Form
10, we will be an SEC reporting company. The Company currently has no business and no revenue. However, the rules and regulations under
the Exchange Act require a public company to provide periodic reports with interactive data files which will require the Company to engage
legal, accounting and auditing services, and XBRL and EDGAR service providers. The engagement of such services can be costly, and the
Company is likely to incur losses, which may adversely affect the Company’s ability to continue as a going concern. In addition,
the Sarbanes-Oxley Act of 2002, as well as a variety of related rules implemented by the SEC, have required changes in corporate governance
practices and generally increased the disclosure requirements of public companies. For example, as a result of becoming a reporting company,
we will be required to file periodic and current reports and other information with the SEC and we must adopt policies regarding disclosure
controls and procedures and regularly evaluate those controls and process.
The additional costs we will incur in connection
with becoming a reporting company will serve to further stretch our limited capital resources. The expenses incurred for filing periodic
reports and implementing disclosure controls and procedures may be as high as $70,000 USD annually. In other words, due to our limited
resources, we may have to allocate resources away from other productive uses in order to pay any expenses we incur in order to comply
with our obligations as an SEC reporting company. Further, there is no guarantee that we will have sufficient resources to meet our reporting
and filing obligations with the SEC as they come due.
The time and cost of preparing a private
company to become a public reporting company may preclude us from entering into an acquisition or merger with the most attractive private
companies and others
From time to time the Company may come across
target merger companies. These companies may fail to comply with SEC reporting requirements may delay or preclude acquisitions. Sections
13 and 15(d) of the Exchange Act require reporting companies to provide certain information about significant acquisitions, including
certified financial statements for the company acquired, covering one or two years, depending on the relative size of the acquisition.
The time and additional costs that may be incurred by some target entities to prepare these statements may significantly delay or essentially
preclude consummation of an acquisition. Otherwise, suitable acquisition prospects that do not have or are unable to obtain the required
audited statements may be inappropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.
A Business may result in a change of
control and a change of management.
In conjunction with completion of a business
acquisition, it is anticipated that we may issue an amount of our authorized but unissued common or preferred stock which represents
the majority of the voting power and equity of our capital stock, which would result in stockholders of a target company obtaining a
controlling interest in us. As a condition of the business combination agreement, our current stockholders may agree to sell or transfer
all or a portion of our common stock as to provide the target company with all or majority control. The resulting change in control may
result in removal of our present officers and directors and a corresponding reduction in or elimination of their participation in any
future affairs.
We depend on our officers and the loss of their services would
have an adverse effect on our business
We have officers and directors of the Company that are critical to
our chances for business success. We are dependent on their services to operate our business and the loss of these persons, or any of
them would have an adverse impact on our future operations until such time as he or she could be replaced, if he could be replaced. We
do not have employment contracts or employment agreements with our officers, and we do not carry key man life insurance on their lives.
Because we are significantly smaller than many of our competitors,
we may lack the resources needed to capture market share
We are at a disadvantage as a blank check company, we do not have
an established business. Many of our competitors have an already established their business, more established market presence, and substantially
greater financial, marketing, and other resources than do we. New competitors may emerge and may develop new or innovative products that
compete with our anticipated future production. No assurance can be given that we will be able to compete successfully within the international
education industry.
Our ability to use our net operating loss carry-forwards and
certain other tax attributes may be limited
We have incurred losses during our history. To the extent that we
continue to generate taxable losses, unused losses will carry forward to offset future taxable income, if any, until such unused losses
expire. Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, if a corporation undergoes an “ownership change,”
generally defined as a greater than 50% change (by value) in its equity ownership over a three-year period, the corporation’s ability
to use its pre-change net operating loss carry-forwards, or NOLs, and other pre-change tax attributes (such as research tax credits)
to offset its post-change income may be limited. We may experience ownership changes in the future because of subsequent shifts in our
stock ownership. As a result, if we earn net taxable income, our ability to use our pre-change net operating loss carryforwards to offset
U.S. federal taxable income may be subject to limitations, which could potentially result in increased future tax liability to us. In
addition, at the state level, there may be periods during which the use of NOLs is suspended or otherwise limited, which could accelerate
or permanently increase state taxes owed.
Our ability to hire and retain key
personnel will be an important factor in the success of our business and a failure to hire and retain key personnel may result in our
inability to manage and implement our business plan
Our management has extensive experience when
acting in the officer and director capacity, however we will need to hire additional personnel and we may not be able to attract and
retain the necessary qualified personnel. If we are unable to retain or to hire qualified personnel as required, we may not be able to
adequately manage and implement our business plan.
Legal disputes could have an impact on our Company
We plan to engage in business matters that are common to the business
world that can result in disputations of a legal nature. In the event the Company is ever sued or finds it necessary to bring suit
against others, there is the potential that the results of any such litigation could have an adverse impact on the Company.
Our Company is currently listed on the Expert Market on the
OTC Markets platform
Although we are listed on the OTC Markets platform, our stock quote
is not currently quoted on OTC Markets. The market for our stock is uncertain at this time. Quotations in Expert Market securities are
restricted from public viewing and only broker-dealers and professional or sophisticated investors are permitted to view quotations in
Expert Market securities. Our securities could be particularly illiquid due to being listed on this market and that if we remain on the
Expert Market it could impede a potential merger, acquisition, reverse merger or business combination pursuant to which the company could
become an operating company.
Our common stock is not currently quoted on the OTC MARKETS.
An investment in our common stock is risky and there can be no assurance that the price for our stock will not decrease substantially
in the future
Our common stock is not quoted on an exchange. The market for our
stock has been volatile and has been characterized by large swings in the trading price that do not appear to be directly related to
our business or financial condition. As a result, an investment in our common stock is risky and there can be no assurance that the price
for our stock will not decrease substantially in the future.
Our stock trades below $5.00 per share and is subject to special
sales practice requirements that could have an adverse impact on any trading market that may develop for our stock
If our stock trades below $5.00 per share and is subject to special
sales practice requirements applicable to "penny stocks" which are imposed on broker-dealers who sell low-priced securities
of this type. These rules may be anticipated to affect the ability of broker-dealers to sell our stock, which may in turn be anticipated
to have an adverse impact on the market price for our stock if and when an active trading market should develop.
Our officers, directors and principal stockholders own a large
percentage of our stock and other stockholders have little or no ability to elect directors or influence corporate matters
As of May 31, 2022, our officers, directors, and principal stockholders
were deemed to be the beneficial owners of approximately .07% of our issued and outstanding shares of common stock and 100% of our issued
and outstanding Preferred D Stock.
Our sole officer and director holds 100% of the Convertible Series
D Preferred Stock. Each share of Convertible Series D Preferred Stock is convertible into 1,000 shares of common stock. In addition,
the Convertible Series D Preferred Stock has voting privileges equal to 20 times the sum of (i) the total number of shares of Common
Stock which are issued and outstanding at the time of voting, and (ii) the total number of shares of any class of Preferred stock which
are issued and outstanding at the time of voting , and (iii) divided by the total number of Series D Stock which are outstanding at the
time of voting. None of these shares have not been converted as of this writing.
As a result, the holder of the Convertible Series D Preferred Stock,
via voting rights, can determine the outcome of any actions taken by us that require stockholder approval. For example, they will be
able to elect all our directors, control the policies and practices of the Company and control the outcome of any proposed business combination.
Offering securities pursuant to a registration statement under
the Rule 419 of the Securities Act of 1933
In the event that we offer securities pursuant to a registration statement
under the Securities Act, such offering will be subject to the provisions of Rule 419 of the Securities Act of 1933. Rule 419 applies
to blank check companies and requires that the net offering proceeds, and all securities to be issued (and those sold by a selling shareholder
upon their sale) be promptly deposited by the company into an escrow or trust account pending the execution of an agreement for an acquisition
or merger.
In addition, the registrant is required to file a post-effective amendment
to the registration statement containing the same information as found in a Form 10 registration statement, upon the execution of an
agreement for such acquisition or merger. The rule provides procedures for the release of the offering funds in conjunction with the
post effective acquisition or merger. The obligation to file post-effective amendments are in addition to the obligation to file Forms
8-K to report both the entry into a material non-ordinary course agreement and the completion of the transaction.
Under Rule 419, the funds and securities will be released by the to
the company and to investors, respectively, only after the company has met the following three conditions: first, the company must execute
an agreement for an acquisition; second, the Company must successfully complete a reconfirmation offering which is reconfirmed by sufficient
investors so that the remaining funds are adequate to allow the acquisition to be consummated; and third, the acquisition meeting the
above criteria must be consummated.
If a consummated acquisition meeting the requirements of this section
has not occurred by a date 18 months after the effective date of the initial registration statement, funds held in the escrow or trust
account shall be returned by first class mail or equally prompt means to the purchaser within five business days following that date.
As of this draft, we plan to issue preferred shares in an acquisition
or merger and plan to rely on an exemption from Rule 419. Section 4(a)(2) of the Securities Act of 1933 exempts from registration "transactions
by an issuer not involving any public offering." It is section 4(a)(2) that permits an issuer to sell securities in a "private
placement" without registration under the Act of ’33.
As a blank check company, our shareholders may face significant
restrictions on the resale of our Common Stock due to state "blue sky" laws and due to the applicability of Rule 419 adopted
by the Securities and Exchange Commission.
The resale of Common Stock must meet the blue-sky resale requirements
in the states in which the proposed purchasers reside. If we are unable to qualify the Common Stock and there is no exemption from qualification
in certain states, the holders of the Common Stock or the purchasers of the Common Stock may be unable to sell them.
There are state regulations that may adversely affect the transferability
of our Common Stock. We have not registered our Common Stock for resale under the securities or blue-sky laws of any state. We may seek
qualification or advise our shareholders of the availability of an exemption. But we are under no obligation to register or qualify our
Common Stock in any state or to advise the shareholders of any exemptions.
Current shareholders, and persons who desire to purchase the Common
Stock in any trading market that may develop in the future, should be aware that there might be significant state restrictions upon the
ability of new investors to purchase the Common Stock.
Blue sky laws, regulations, orders, or interpretations place limitations
on offerings or sales of securities by blank check companies. These limitations typically provide, in the form of one or more of the
following limitations, that such securities are:
(a) Not
eligible for sale under exemption provisions permitting sales without registration to accredited investors or qualified purchasers;
(b) Not
eligible for the transaction exemption from registration for non-issuer transactions by a registered broker-dealer;
(c) Not
eligible for registration under the simplified small corporate offering registration form available in many states;
(d) Not
eligible for the "solicitations of interest" exception to securities registration requirements available in many states;
(e) Not
permitted to be registered or exempted from registration, and thus not permitted to be sold in the state under any circumstances.
If the company engages in an offering of our
securities, any resales of our securities will require registration in an offering subject to Rule 419. The Securities and Exchange Commission
has adopted Rule 419 which defines a blank-check company as (i) a development stage company, that is (ii) offering penny stock, as defined
by Rule 3a51-1, and (iii) that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger
or acquisition with an unidentified company or companies. Certain jurisdictions may have definitions that are more restrictive than Rule
419. Provisions of Rule 419 apply to every registration statement filed under the Securities Act of 1933, as amended, relating to an
offering by a blank-check company.
Should we conduct an offering of our securities,
before we complete a business combination with an operating company, the Company would be considered a blank check company within the
meaning of Rule 419 and any sales or resales of the stock issued in the offering would require a registration under the Securities Act
of 1933, as amended, in an offering subject to Rule 419, unless there exists a transaction or security exemption for such sale under
the Securities Act of 1933, as amended. Any resales of our Common Stock would require registration under the Securities Act of
1933, as amended, in an offering subject to Rule 419.
Any transactions in our Common Stock by officers/directors and majority
shareholders will require compliance with the registration requirements under the Securities Act of 1933, as amended.
As of this draft, we plan to issue preferred shares in an acquisition
or merger and plan to rely on an exemption from Rule 419. Section 4(a)(2) of the Securities Act of 1933 exempts from registration "transactions
by an issuer not involving any public offering." It is section 4(a)(2) that permits an issuer to sell securities in a "private
placement" without registration under the Act of ’33.
Risks Related to Our Shareholders and
Shares of Common Stock
There is presently no public market
for our securities
Our common stock is not currently trading
on any market, and a robust and active trading market may never develop. Because of our current status as a “shell company,”
Rule 144 is not currently available. Future sales of our common stock by existing stockholders pursuant to an effective registration
statement or upon the availability of Rule 144 could adversely affect the market price of our common stock. A shareholder who decides
to sell some, or all, of their shares in a private transaction may be unable to locate persons who are willing to purchase the shares,
given the restrictions. Also, because of the various risk factors described above, the price of the publicly traded common stock may
be highly volatile and not provide the true market price of our common stock.
Our stock is not traded, so you may
be unable to sell your shares at or near the quoted bid prices if you need to sell a significant number of your shares
Even if our stock becomes trading, it is
likely that our common stock will be thinly traded, meaning that the number of persons interested in purchasing our common shares at
or near bid prices at any given time may be relatively small or non-existent. This situation is attributable to a number of factors,
including the fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors
and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons,
they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of
our shares until such time as we became more seasoned and viable. Consequently, there may be periods of several days or more when trading
activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity
that will generally support continuous sales without an adverse effect on share price. We cannot give you any assurance that a broader
or more active public trading market for our common shares will develop or be sustained, or that current trading levels will be sustained.
Due to these conditions, we can give you no assurance that you will be able to sell your shares at or near bid prices or at all if you
need money or otherwise desire to liquidate your shares.
Our common stock is be considered a
“penny stock,” and thereby be subject to additional sale and trading regulations that may make it more difficult to sell
A common stock is a “penny stock”
if it meets one or more of the following conditions (i) the stock trades at a price less than $5.00 per share; (ii) it is not traded
on a “recognized” national exchange; (iii) it is not quoted on the Nasdaq Capital Market, or even if so, has a price less
than $5.00 per share; or (iv) is issued by a company that has been in business less than three years with net tangible assets less than
$5 million.
The principal result or effect of being designated
a “penny stock” is that securities broker-dealers participating in sales of our common stock will be subject to the “penny
stock” regulations set forth in Rules 15g-2 through 15g-9 promulgated under the Exchange Act. For example, Rule 15g-2 requires
broker-dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain
a manually signed and dated written receipt of the document at least two business days before effecting any transaction in a penny stock
for the investor’s account. Moreover, Rule 15g-9 requires broker-dealers in penny stocks to approve the account of any investor
for transactions in such stocks before selling any penny stock to that investor. This procedure requires the broker-dealer to (i) obtain
from the investor information concerning his or her financial situation, investment experience and investment objectives; (ii) reasonably
determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient
knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (iii) provide the investor
with a written statement setting forth the basis on which the broker-dealer made the determination in (ii) above; and (iv) receive a
signed and dated copy of such statement from the investor, confirming that it accurately reflects the investor’s financial situation,
investment experience and investment objectives. Compliance with these requirements may make it more difficult and time consuming for
holders of our common stock to resell their shares to third parties or to otherwise dispose of them in the market or otherwise.
We may issue more shares in an acquisition
or merger, which will result in substantial dilution
Our Articles of Incorporation, as amended, authorize the Company to
issue an aggregate of 20,005,000,000 shares of common stock of which 8,264,529,727 shares are currently outstanding and 10,000,000 shares
of Preferred Stock are authorized, of which 1 share of Convertible Series D Preferred Stock are outstanding. Any acquisition or merger
effected by the Company may result in the issuance of additional securities without stockholder approval and may result in substantial
dilution in the percentage of our common stock held by our then existing stockholders. Moreover, shares of our common stock issued in
any such merger or acquisition transaction may be valued on an arbitrary or non-arm’s-length basis by our management, resulting
in an additional reduction in the percentage of common stock held by our then existing stockholders. In an acquisition type transaction,
our Board of Directors has the power to issue any, or all, of such authorized but unissued shares without stockholder approval. To the
extent that additional shares of common stock are issued in connection with a business combination or otherwise, dilution to the interests
of our stockholders will occur and the rights of the holders of common stock might be materially adversely affected.
Obtaining additional capital though
the sale of common stock will result in dilution of stockholder interests
We may raise additional funds in the future
by issuing additional shares of common stock or other securities, which may include securities such as convertible debentures, warrants
or preferred stock that are convertible into common stock. Any such sale of common stock or other securities will lead to further dilution
of the equity ownership of existing holders of our common stock. Additionally, the existing conversion rights may hinder future equity
offerings, and the exercise of those conversion rights may have an adverse effect on the value of our stock. If any such conversion rights
are exercised at a price below the then current market price of our shares, then the market price of our stock could decrease upon the
sale of such additional securities. Further, if any such conversion rights are exercised at a price below the price at which any stockholder
purchased shares, then that particular stockholder will experience dilution in his or her investment.
Our directors have the authority to
authorize the issuance of preferred stock
Our Articles of Incorporation, as amended,
authorize the Company to issue an aggregate of 10,000,000 shares of Preferred Stock. Our directors, without further action by our stockholders,
have the authority to issue shares to be determined by our board of directors of Preferred Stock with the relative rights, conversion
rights, voting rights, preferences, special rights, and qualifications as determined by the board without approval by the shareholders.
Any issuance of Preferred Stock could adversely affect the rights of holders of common stock. Additionally, any future issuance of preferred
stock may have the effect of delaying, deferring, or preventing a change in control of the Company without further action by the shareholders
and may adversely affect the voting and other rights of the holders of common stock. Our Board does not intend to seek shareholder approval
prior to any issuance of currently authorized stock, unless otherwise required by law or stock exchange rules.
We have never paid dividends on our
common stock, nor are we likely to pay dividends in the foreseeable future. Therefore, you may not derive any income solely from ownership
of our stock
We have never declared or paid dividends
on our common stock and do not presently intend to pay any dividends in the foreseeable future. We anticipate that any funds available
for payment of dividends will be re-invested into the Company to further our business strategy. This means that your potential for economic
gain from ownership of our stock depends on appreciation of our stock price and will only be realized by a sale of the stock at a price
higher than your purchase price.
| Item 2. |
Financial Information |
Management’s Discussion and Analysis
or Plan of Operation
Upon effectiveness of this Registration Statement,
we will file with the SEC annual and quarterly information and other reports that are specified in the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), and SEC regulations. Thus, we will need to ensure that we will have the ability to prepare,
on a timely basis, financial statements that comply with SEC reporting requirements following the effectiveness of this registration
statement. We will also become subject to other reporting and corporate governance requirements, including the listing standards of any
securities exchange upon which we may list our Common Stock, and the provisions of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley
Act”), and the regulations promulgated hereunder, which impose significant compliance obligations upon us. As a public company,
we will be required, among other things, to:
| |
· |
Prepare and distribute reports and other stockholder
communications in compliance with our obligations under the federal securities laws and the applicable national securities exchange
listing rules; |
| |
· |
Define and expand the roles and the duties of our Board
of Directors and its committees; |
| |
· |
Institute more comprehensive compliance, investor relations
and internal audit functions; |
| |
· |
Involve and retain outside legal counsel and accountants
in connection with the activities listed above. |
Management for each year commencing with
the year ending December 31, 2021 must assess the adequacy of our internal control over financial reporting. Our internal control over
financial reporting will be required to meet the standards required by Section 404 of the Sarbanes-Oxley Act. We will incur additional
costs in order to improve our internal control over financial reporting and comply with Section 404, including increased auditing and
legal fees and costs associated with hiring additional accounting and administrative staff. Ultimately, our efforts may not be adequate
to comply with the requirements of Section 404. If we are unable to implement and maintain adequate internal control over financial reporting
or otherwise to comply with Section 404, we may be unable to report financial information on a timely basis, may suffer adverse regulatory
consequences, may have violations of the applicable national securities exchange listing rules, and may breach covenants under our credit
facilities.
The significant obligations related to being
a public company will continue to require a significant commitment of additional resources and management oversight that will increase
our costs and might place a strain on our systems and resources. As a result, our management’s attention might be diverted from
other business concerns. In addition, we might not be successful in implementing and maintaining controls and procedures that comply
with these requirements. If we fail to maintain an effective internal control environment or to comply with the numerous legal and regulatory
requirements imposed on public companies, we could make material errors in, and be required to restate, our financial statements. Any
such restatement could result in a loss of public confidence in the reliability of our financial statements and sanctions imposed on
us by the SEC.
Eline Entertainment Group, Inc. is a blank
check company and has no operations. Our business plan includes acquisitions of operating companies. In summary, EEGI is
focused on raising capital for its business plan. As of this filing, we have not raised any capital and our business is not yet operational.
Results of Operations for Eline Entertainment
Group, Inc. —Comparison of the Years ended December 31, 2021 and 2020
Revenue
We had no revenues from operations during
either 2021 or 2020.
General and Administrative Expense
General and Administrative Expenses were
$0 for the year ended December 31, 2021 compared to Nil for the year ended December 31, 2020, an increase of $0.
Stock compensation expense
During the year ended December 31, 2021,
we incurred $0 on non-cash stock compensation expense from the issuance of common stock for payment of debt on behalf of the company.
There was no stock issued for services or debt payment in the prior year.
Net Loss
We had a net loss of $0 for the year ended
December 31, 2021, compared to Nil for the year ended December 31, 2020.
Liquidity and Capital Resources
As of December 31, 2021, we had $0 of cash,
no liabilities, and an accumulated deficit of $15,071,976. We used zero of cash in operations for the year ended December 31, 20201and
received net proceeds from financing of $0.
The financial statements accompanying this
Report have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments
in the normal course of our business. As reflected in the accompanying financial statements, we have not yet generated any revenue, had
a net loss of $0 and have an accumulated stockholders’ deficit of $0 as of December 31, 2021. These factors raise substantial doubt
about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to raise additional
funds and implement our business plan. The financial statements do not include any adjustments that might be necessary if we are unable
to continue as a going concern.
In the next 12 months our expenses could
be as high at $70,000. Expenses include preparing and distributing reports and other stockholder communications in compliance with our
obligations under the federal securities laws and the applicable national securities exchange listing rules. In addition, we will incur
costs associated with retaining outside counsel, accountants, and transfer agent fees. As we have not yet identified a merger candidate
and have not generated revenue, there is an ongoing concern that EEGI will have the ability to fund these expenses without the assistance
of outside funding.
We may raise additional funds in the future
by issuing additional shares of common stock or other securities, which may include securities such as convertible debentures, warrants
or preferred stock that are convertible into common stock. Any such sale of common stock or other securities will lead to further dilution
of the equity ownership of existing holders of our common stock.
Results of Operations for Eline Entertainment
Group, Inc. — Comparison of the Six Months ended June 30, 2021 and 2020 (unaudited)
Revenue
We had no revenues from operations during
either 2020 or 2021.
General and Administrative Expense
General and Administrative Expenses were
$18,713 for the six months ended June 30, 2022 compared to Nil for the year ended December 31, 2021, an increase of $0.
Stock compensation expense
During the six months ended June 30, 2022,
we incurred $100on non-cash stock compensation expense from the issuance of common stock for services. There was no stock issued for
services in the prior year.
Net Loss
We had a net loss of $18,713 for the six
months ended June 30, 2022, compared to Nil for the year ended December 31, 2021.
Liquidity and Capital Resources
As of June 30, 2022, we had $0 of cash, no
liabilities and an accumulated deficit of $15,090,689. We used zero of cash in operations for the six months ended June 30, 2022 and
received net proceeds from financing of $0.
The financial statements accompanying this
Report have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments
in the normal course of our business. As reflected in the accompanying financial statements, we have not yet generated any revenue, had
a net loss of $18,713 and have an accumulated stockholders’ deficit of $15,090,689 as of June 30, 2022. These factors raise substantial
doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to raise
additional funds and implement our business plan. The financial statements do not include any adjustments that might be necessary if
we are unable to continue as a going concern.
We do not own any property and do not pay
for office space.
| Item 4. |
Security Ownership of
Certain Beneficial Owners and Management |
(a) Security ownership of certain beneficial
owners.
The following table sets
forth, as of December 31, 2021, the number of shares of common stock owned of record and beneficially by our executive officer, director
and persons who beneficially own more than 5% of the outstanding shares of our common stock.
| Name
and Address of Beneficial Owner |
|
Amount
and
Nature of
Beneficial Ownership |
|
Percentage
of Class |
|
| |
|
|
|
|
|
| Small Cap Compliance, LLC |
|
1 Preferred D Shares |
|
100% |
|
| Rhonda Keaveney, CEO |
|
20,000,000 Restricted Common
Shares |
|
.002% |
|
| PO Box 26496 |
|
|
|
|
|
| Scottsdale, AZ 85255 |
|
|
|
|
|
| |
|
|
|
|
|
| Christopher Davies |
|
600,000,000 Restricted
Common Shares |
|
.07% |
|
| Item 5. |
Directors and Executive
Officers |
A. Identification of Directors and Executive Officers.
Our Officers and directors and additional information concerning them
are as follows:
| Name |
|
Age |
|
|
Position |
| Rhonda Keaveney |
|
|
54 |
|
|
CEO, President,
Secretary, Treasurer, Director |
| |
|
|
|
|
|
|
Officer Bios
Rhonda Keaveney, J.D., Chief Executive Officer (age 55)
Rhonda L. Keaveney is the Founder and Managing Member of Small Cap
Compliance, LLC, a securities compliance firm specializing in micro-cap public companies. Ms. Keaveney founded Small Cap Compliance,
LLC in 2014 and has been her principal employment since inception. Her experience includes securities compliance, reverse mergers, custodian
shells, OTC Markets filings and company reorg.
Ms. Keaveney has been appointed custodian of several public entities
in her position with Small Cap Compliance. Her duties as custodian require Ms. Keaveney to rehabilitate a microcap company that is disrepair.
These duties include state filings to reinstate the company, bringing the company current with their transfer agent, holding shareholder
meetings, appointing officer and directors, negotiating company debt, general day to day management and compliance.
Ms. Keaveney’s experience with custodian entities is a great
fit for the position of officer and director of Reynaldos Mexican Food Company, Inc. She has extensive knowledge of microcap companies
that require regulatory compliance. Ms. Keaveney has experience in drafting registration statements (S-1 and Form 10) and regulatory
compliance (Edgar filings, OTC Markets filings, FINRA corporate actions, internal company controls, daily management of public companies).
Ms. Keaveney has worked in the public company industry for over 20
years and has extensive experience in rehabilitating administratively abandoned public companies and mergers and acquisitions.
Ms Keaveney started in the industry as stockbroker in 1993, Series
7 and 63 licensed. After working for several boutique brokerage firms, she moved into the role of compliance officer in 1996, holding
a Series 24 license and managed brokers for mutual fund and annuity companies.
After her role as compliance officer, Ms. Keaveney held the position
of COO for an OTCBB company, MotorSports Emporium, Inc., from 2005 through 2008. She managed the financial accounting department and
maintained SEC compliance for the company. Since then, she has acted as Interim CEO for several OTC Pinks companies and assisted in reorganization
of these entities.
After law school Ms. Keaveney also holds a Juris Doctor degree and
worked as an independent contractor for the State of Arizona in 2013. She was assigned to state appointed attorneys and assisted in preparation
and trying of cases.
EDUCATION AND CREDENTIALS
J.D., Northwestern California School of Law, 2011
B.S.L., Northwestern California School of Law, 2008
Project Management Master Certificate, Villanova
University
| Item 6. |
Executive Compensation
|
For each of the fiscal years
ended December 31, 2021 and 2020 there was no direct compensation awarded to, earned by, or paid by us to any of our executive officers.
| Item 7. |
Certain Relationship
and Related Transactions, and Director Independence |
Regulation S-K, Item 4, Section C require
disclosure of promoters and certain control persons for registrants that are filing a registration statement on Form 10 under the Exchange
Act and that had a promoter at any time during the past five fiscal years shall:
(i) State the names of
the promoter(s), the nature and amount of anything of value (including money, property, contracts, options or rights of any kind) received
or to be received by each promoter, directly or indirectly, from the registrant and the nature and amount of any assets, services or
other consideration therefore received or to be received by the registrant; and
(ii) As to any assets
acquired or to be acquired by the registrant from a promoter, state the amount at which the assets were acquired or are to be acquired
and the principle followed or to be followed in determining such amount, and identify the persons making the determination and their
relationship, if any, with the registrant or any promoter. If the assets were acquired by the promoter within two years prior to their
transfer to the registrant, also state the cost thereof to the promoter.
Small Cap Compliance, LLC and
Rhonda Keaveney are considered promoters under the meaning of Securities Act Rule 405. Rhonda Keaveney was appointed custodian of the
Company and under its duties stipulated by the Nevada court. The Custodian took initiative to organize the business of the issuer. As
custodian, their duties were to conduct daily business, hold shareholder meetings, appoint officers and directors, reinstate the company
with the Nevada Secretary of State. The custodian also had authority to enter into contracts and find a suitable merger candidate. In
addition, Small Cap Compliance, LLC, controlled by Ms. Keaveney, was compensated for its role as custodian and paid outstanding bills
to creditors on behalf of the company. The custodian has not, and will not, receive any additional compensation, in the form of cash
or stock, for custodian services. The custodianship has not been discharged as of this disclosure.
Under Regulation S-K Item 404(c)(2) Registrants
shall provide the disclosure required by paragraphs (c)(1)(i) and (c)(1)(ii) of this Item as to any person who acquired control of a
registrant that is a shell company, or any person that is part of a group, consisting of two or more persons that agree to act together
for the purpose of acquiring, holding, voting or disposing of equity securities of a registrant, that acquired control of a registrant
that is a shell company.
As discussed in Item 1, the Company is deemed a shell company. As
disclosed in Item 4, Small Cap Compliance, LLC/Rhonda Keaveney is considered control persons and acquired control of the Company.
Rhonda Keaveney is our CEO and President. She is not deemed to be
independent under applicable rules. We have not established any committees of the Board of Directors.
Except as set forth
above, there have been no related party transactions, or any other transactions or relationships required to be disclosed.
| Item 8. |
Legal Proceedings |
There are not any material pending legal
proceedings to which the Registrant is a party or as to which any of its property is subject, and no such proceedings are known to the
Registrant to be threatened or contemplated against it.
| Item 9. |
Market Price and Dividends
on the Registrant’s Common Equity and Related Stockholder Matters |
(a) Market information.
Our Common Stock is not trading on any stock
exchange. It is listed, but not quoted, on OTC Markets under the symbol EEGI and there is no established public trading market for the
class of common equity.
(b) Holders.
As of June 30, 2022,
there are approximately 85 holders of an aggregate of 8,264,529,727 shares of our Common Stock issued and outstanding.
(c) Dividends.
We have not paid any cash dividends to date
and do not anticipate or contemplate paying dividends in the foreseeable future. It is the president intention of management to utilize
all available funds for the development of the Registrant’s business.
(d) Securities authorized for issuance under
equity compensation plans.
None.
| Item 10. |
Recent Sale of Unregistered
Securities |
None.
| Item 11. |
Description of Registrant’s
Securities to be Registered |
(a) Common.
We are authorized by our Certificate of Incorporation to issue an
aggregate of 20,000,000,000 shares of capital stock, of which 19,090,000,000 are shares of common stock, Par Value $0.001 per share (the
“Common Stock”) and 10,000,000 are shares of preferred stock, Par Value $0.001 per share (the “Preferred Stock”),
of which, 1,000,000 are designated as Convertible Series D Preferred Stock. As of May 30, 2022, there are 8,264,529,727 shares of Common
Stock issued and outstanding and 1 share of Convertible Series D Preferred Stock issued and outstanding.
Common Stock
All outstanding shares of Common Stock are
of the same class and have equal rights and attributes. The holders of Common Stock are entitled to one vote per share on all matter
submitted to a vote of stockholders of the Company. All stockholders are entitled to share equally dividends, if any, as may be declared
from time to time by the Board of Directors out of funds legally available. In the event of liquidation, the holders of Common Stock
are entitled to share ratably in all assets remaining after payment of all liabilities. The stockholders do not have cumulative or preemptive
rights.
Preferred Stock
Our Certificate of Incorporation authorizes
the issuances of up to 10,000,000 shares of Preferred Stock with designations, rights and preferences determined from time to time by
its Board of Directors. Accordingly, our Board of Directors is empowered, without stockholder approval, to issue Preferred Stock with
dividend, liquidation, conversion, voting, or other rights, which could adversely affect the voting power or, other rights of the holders
of the Common Stock. In the event of issuance, the Preferred Stock could be utilized, under certain circumstances, as a method of discouraging,
delaying or preventing a change in control of the Company.
Each share of Series D Stock shall be convertible,
at the option of the Holder, into 1,000 fully paid and non-assessable shares of the Corporation's Common Stock. If at least one share
of Series D Stock is issued and outstanding, then the total aggregate issued shares of Series D Stock at any given time, regardless of
their number, shall have voting rights equal to 20 times the sum of (i) the total number of shares of Common Stock which are issued and
outstanding at the time of voting, and (ii) the total number of shares of any class of Preferred stock which are issued and outstanding
at the time of voting , and (iii) divided by the total number of Series D Stock which are outstanding at the time of voting.
As of May 30, 2022, there is 1
share of Convertible Series D Preferred Stock issued and outstanding.
The description of certain matters relating
to the securities of the Company is a summary and is qualified in its entirely by the provisions of the Company’s Certificate of
Incorporation copies of which have been filed as exhibits to this Form 10.
(b) Debt Securities.
None.
(c) Other Securities To Be Registered.
None.
| Item 12. |
Indemnification of Directors
and Officers |
Our Officers and Directors are indemnified
as provided by the Florida corporate law and our Bylaws. We have agreed to indemnify all our directors and certain officers against certain
liabilities, including liabilities under the Securities Act of 1933. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the provisions described above, or otherwise,
we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities
(other than our payment of expenses incurred or paid by our director, officer or controlling person in connection with the securities
being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act
and will be governed by the adjudication of such issue.
We have been advised that in the opinion
of the Securities Exchange Commission indemnification for liabilities arising under the Securities Act against public policy as expressed
in the Securities Act, and is, therefore, unenforceable. If a claim for indemnification against such liabilities is asserted by one of
our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of
our legal counsel the matter has been settled by controlling precedent, submit question of whether such indemnification is against public
policy to a court of appropriate jurisdiction. We will then be governed by the court’s decision.
| Item 13. |
Financial Statements
and Supplementary Data |
ELINE ENTERTAINMENT GROUP, INC.
CONSOLIDATED FINANCIAL
STATEMENTS
(Audited)
ELINE ENTERTAINMENT GROUP, INC.
FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting
Firm
To the shareholders and the board of directors
of Eline Entertainment Group, Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets
of Eline Entertainment Group, Inc. as of December 31, 2021 and 2020, the related statements of operations, stockholders' equity (deficit),
and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In
our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December
31, 2021 and 2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles
generally accepted in the United States.
Substantial Doubt about the Company’s
Ability to Continue as a Going Concern
The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company
has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience
negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We
are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial
statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matter
Critical audit matters are matters arising
from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee
and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective, or complex judgments.
We determined that there are no critical
audit matters.
/S/ BF Borgers CPA PC
We have served as the Company's auditor since
2022
Lakewood, CO
August 23, 2022
ELINE ENTERTAINMENT GROUP, INC.
BALANCE SHEETS
| | |
December 31, | | |
December 31, | |
| | |
2021 | | |
2020 | |
| ASSETS | |
| | | |
| | |
| Current Assets: | |
| | | |
| | |
| | |
| | | |
| | |
| Cash | |
$ | – | | |
$ | – | |
| | |
| | | |
| | |
| Total Assets | |
$ | – | | |
$ | – | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS' DEFICIT | |
| | | |
| | |
| | |
| | | |
| | |
| Current Liabilities: | |
| | | |
| | |
| Accounts payable | |
$ | – | | |
$ | – | |
| Total Liabilities | |
| – | | |
| – | |
| | |
| | | |
| | |
| Stockholders' Deficit: | |
| | | |
| | |
| Preferred stock, $0.0001 par value; 5,000,000 shares authorized, no shares issued and outstanding | |
| – | | |
| – | |
| Series C Preferred stock, $0.0001 par value; 1,000,000 shares designated, no shares issued and outstanding | |
| – | | |
| – | |
| Common stock, $0.001 par value; 20,000,000,000 shares authorized, 8,264,529,727 shares issued and outstanding | |
| 8,264,530 | | |
| 8,264,530 | |
| Additional paid-in capital | |
| 6,807,446 | | |
| 6,807,446 | |
| Accumulated deficit | |
| (15,071,976 | ) | |
| (15,071,976 | ) |
| Total Stockholders’ Deficit | |
| – | | |
| – | |
| | |
| | | |
| | |
| Total Liabilities and Stockholders' Deficit | |
$ | – | | |
$ | – | |
The accompanying notes are an integral part
of these financial statements.
ELINE ENTERTAINMENT GROUP, INC.
STATEMENTS OF OPERATIONS
| | |
For the Years Ended | |
| | |
December 31, | |
| | |
2021 | | |
2020 | |
| Operating Expenses: | |
| | | |
| | |
| General & administrative expenses | |
$ | – | | |
$ | – | |
| Total operating expenses | |
| – | | |
| – | |
| | |
| | | |
| | |
| Loss from operations | |
| – | | |
| – | |
| | |
| | | |
| | |
| Loss before income taxes | |
| – | | |
| – | |
| | |
| | | |
| | |
| Provision for income taxes | |
| – | | |
| – | |
| | |
| | | |
| | |
| Net loss | |
$ | – | | |
$ | – | |
| | |
| | | |
| | |
| Basic and diluted loss per share | |
$ | – | | |
$ | – | |
| | |
| | | |
| | |
| Basic and diluted weighted average shares | |
| 8,264,529,727 | | |
| 8,264,529,727 | |
The accompanying notes are an integral part
of these financial statements.
ELINE ENTERTAINMENT GROUP, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT
YEARS ENDED DECEMBER 31, 2021 AND 2020
| | |
Preferred Stock | | |
Common Stock | | |
Additional
Paid in | | |
Accumulated | | |
Total Stockholders’ | |
| | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | |
| Balance at December 31, 2019 | |
| – | | |
$ | – | | |
| 8,264,529,727 | | |
$ | 8,264,530 | | |
$ | 6,807,446 | | |
$ | (15,071,976 | ) | |
$ | – | |
| Net loss | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| Balance at December 31, 2020 | |
| – | | |
| – | | |
| 8,264,529,727 | | |
| 8,264,530 | | |
| 6,807,446 | | |
| (15,071,976 | ) | |
| – | |
| Net loss | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| Balance at December 31, 2021 | |
| – | | |
$ | – | | |
| 8,264,529,727 | | |
$ | 8,264,530 | | |
$ | 6,807,446 | | |
$ | (15,071,976 | ) | |
$ | – | |
The accompanying notes are an integral part
of these financial statements.
ELINE ENTERTAINMENT GROUP, INC.
STATEMENTS OF CASH FLOWS
| | |
| For the Years Ended | |
| | |
| December 31, | |
| | |
| 2021 | | |
| 2020 | |
| Cash flows from operating activities: | |
| | | |
| | |
| | |
| | | |
| | |
| Net loss | |
$ | – | | |
$ | – | |
| Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
| Changes in assets and liabilities: | |
| – | | |
| – | |
| | |
| | | |
| | |
| Net cash used in operating activities | |
| – | | |
| – | |
| | |
| | | |
| | |
| Cash flows from investing activities: | |
| – | | |
| – | |
| | |
| | | |
| | |
| Cash flows from financing activities: | |
| – | | |
| – | |
| | |
| | | |
| | |
| Net change in cash | |
| – | | |
| – | |
| | |
| | | |
| | |
| Cash, beginning of year | |
| – | | |
| – | |
| | |
| | | |
| | |
| Cash, end of year | |
$ | – | | |
$ | – | |
The accompanying notes are an integral part
of these financial statements.
ELINE ENTERTAINMENT GROUP, INC.
Notes to the Financial Statements
December 31, 2021
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Eline Entertainment Group, Inc. (OTC “EEGI”)
was incorporated under the laws of the State of Nevada on June 12, 1997, as Rapid Retrieval Systems, Inc. On April 25, 2001, the Company
filed an amendment to its Articles of Incorporation and changed its name to Eline Entertainment Group, Inc. In 2017, the Company converted
out of the State of Nevada and domiciled in the State of Wyoming.
Eline Entertainment Group, Inc., Inc. operated
as food service business specializing in sports and entertainment production and
distribution.
Business operations for Eline Entertainment Group,
Inc. were abandoned by former management and a custodianship action, as described in the subsequent paragraph, was commenced in 2022.
On May
11, 2022, the First Judicial District Court of Laramie, Wyoming granted the Application for Appointment of Custodian as a result of the
absence of a functioning board of directors and the revocation of the Company’s charter. The order appointed Rhonda Keaveney (the
“Custodian”) custodian with the right to appoint officers and directors, negotiate and compromise debt, execute contracts,
issue stock, and authorize new classes of stock.
The court awarded custodianship to the Custodian
based on the absence of a functioning board of directors, revocation of the company’s charter, and abandonment of the business.
At this time, the Custodian appointed Rhonda Keaveney as sole officer and director.
The Custodian attempted to contact the Company’s
officers and directors through letters, emails, and phone calls, with no success.
Small Cap
Compliance, LLC (‘SCC”) is a shareholder in the Company and Rhonda Keaveney is the sole member of SCC. Rhonda Keaveney
applied to the Court for an Order appointing her as the Custodian. This application was for the purpose of reinstating EEGI’s corporate
charter to do business and restoring value to the Company for the benefit of the stockholders.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company’s financial statements have
been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Use of Estimates
The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from
those estimates.
Concentration of credit risk
Financial instruments which potentially subject
the Company to concentration of credit risk consist of cash deposits and customer receivables. The Company maintains cash
with various major financial institutions. The Company performs periodic evaluations of the relative credit standing of these institutions. To
reduce risk, the Company performs credit evaluations of its customers and maintains reserves when necessary for potential credit losses.
Cash and cash equivalents
We consider all highly liquid securities with
original maturities of three months or less when acquired to be cash equivalents. There were no cash equivalents as of December 31, 2021
and 2020.
Income Taxes
We follow ASC 740-10-30, which requires recognition
of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements
or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and
tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse.
Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets
will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in
the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in the Statements of Income in the period that includes the enactment date.
We adopted ASC 740-10-25 (“ASC 740-10-25”)
with regard to uncertainty income taxes. ASC 740-10-25 addresses the determination of whether tax benefits claimed or expected
to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10-25, we may recognize the tax benefit
from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing
authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a
position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.
ASC 740-10-25 also provides guidance on derecognition, classification, interest and penalties on income taxes, and accounting in interim
periods and requires increased disclosures. We had no material adjustments to our liabilities for unrecognized income tax benefits
according to the provisions of ASC 740-10-25.
Net Income (Loss) Per Common Share
Net income (loss) per common share is computed
pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by
dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income
(loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially
outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding
common shares assumes that the Company incorporated as of the beginning of the first period presented.
Recent Accounting Pronouncements
The Company has implemented all applicable accounting
pronouncements that are in effect.These pronouncements did not have any material impact on the financial statements unless otherwise
disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have
a material impact on its financial position or results of operations.
NOTE 3 - GOING CONCERN
The accompanying financial statements have been
prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course
of business. The Company has no revenue and has an accumulated a deficit as of December 31, 2021. The Company requires capital for its
contemplated operational and marketing activities. The Company’s ability to raise additional capital through the future issuances
of common stock is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan
of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations.
These conditions and the ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue
as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these
uncertainties.
NOTE 4 – PREFERRED STOCK
The Company has 5,000,000 shares of Preferred
stock authorized, none of which are outstanding as of December 31, 2021 and 2020. 1,000,000 shares are designated Series C convertible
preferred. Each share of Convertible Series C Preferred Stock is convertible into 10,000 shares of common stock. In addition, the Convertible
Series C Preferred Stock has 10,000 voters per share.
NOTE 5 - INCOME TAX
Deferred taxes are provided on a liability method
whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and
deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported
amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion
of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets
and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company is using the U.S.
federal income tax rate of 21%.
The provision for Federal income tax consists of the following December
31:
| | |
| 2021 | | |
| 2020 | |
| Federal income tax benefit attributable to: | |
| | | |
| | |
| Current Operations | |
$ | – | | |
$ | – | |
| Less: valuation allowance | |
| – | | |
| – | |
| Net provision for Federal income taxes | |
$ | – | | |
$ | – | |
The cumulative tax effect at the expected rate of 21% of significant
items comprising our net deferred tax amount is as follows:
| | |
2021 | | |
2020 | |
| Deferred tax asset attributable to: | |
| | | |
| | |
| Net operating loss carryover | |
$ | (3,165,000 | ) | |
$ | (3,165,000 | ) |
| Less: valuation allowance | |
| 3,165,000 | | |
| 3,165,000 | |
| Net deferred tax asset | |
$ | – | | |
$ | – | |
At December 31, 2021, the Company had net operating
loss carry forwards of approximately $3,165,000 that may be offset against future taxable income. No tax benefit has been
reported in the December 31, 2021 or 2020 financial statements since the potential tax benefit is offset by a valuation allowance of
the same amount.
Due to the change in ownership provisions of
the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations. Should
a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.
ASC Topic 740 provides guidance on the accounting
for uncertainty in income taxes recognized in a company’s financial statements. Topic 740 requires a company to determine whether
it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If
the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial
statements.
The Company files income tax
returns in the U.S. federal jurisdiction, and various state and local jurisdictions. Federal income tax returns prior to fiscal year
2017 are closed.
The Company includes interest and penalties arising
from the underpayment of income taxes in the statements of operations in the provision for income taxes. As of December 31, 2021, the
Company had no accrued interest or penalties related to uncertain tax positions.
NOTE 6 – SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10) management
has performed an evaluation of subsequent events through the date that the financial statements were issued and has determined that it
does not have any material subsequent events to disclose in these financial statements other than the following.
On May 24, 2022, the Company filed Articles of
Amendment, with the State of Wyoming, increasing its authorized Preferred Stock from 5,000,000 shares to 10,000,000 shares. In addition,
the Company designated 1,000,000 shares of the Preferred Stock as Convertible Series D Preferred Stock, par value $0.001. Each share
of Convertible Series D Preferred Stock is convertible into 1,000 shares of common stock. In addition, the Convertible Series D Preferred
Stock has voting privileges equal to 20 times the sum of (i) the total number of shares of Common Stock which are issued and outstanding
at the time of voting, and (ii) the total number of shares of any class of Preferred stock which are issued and outstanding at the time
of voting , and (iii) divided by the total number of Series D Stock which are outstanding at the time of voting.
In May 2022, Ms. Keaveney was compensated for
her role as custodian in the amount of 1 share of Convertible Preferred D Series Stock and 10,000,000 restricted common stock issued
in the name of Small Cap Compliance, LLC.
ELINE ENTERTAINMENT GROUP, INC.
FINANCIAL STATEMENTS
ELINE ENTERTAINMENT GROUP, INC.
CONDENSED BALANCE SHEETS
| | |
June 30, | | |
December 31, | |
| | |
2022 | | |
2021 | |
| | |
(Unaudited) | | |
| |
| ASSETS | |
| | | |
| | |
| Current Assets: | |
| | | |
| | |
| | |
| | | |
| | |
| Cash | |
$ | – | | |
$ | – | |
| | |
| | | |
| | |
| Total Assets | |
$ | – | | |
$ | – | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS' DEFICIT | |
| | | |
| | |
| | |
| | | |
| | |
| Current Liabilities: | |
| | | |
| | |
| Accounts payable | |
$ | – | | |
$ | – | |
| Total Liabilities | |
| – | | |
| – | |
| | |
| | | |
| | |
| Stockholders' Deficit: | |
| | | |
| | |
| Preferred stock, $0.001 par value; 10,000,000 shares authorized | |
| – | | |
| – | |
| Series C Preferred stock, $0.001 par value; 1,000,000 shares designated, no shares issued and outstanding | |
| – | | |
| – | |
| Series D Preferred stock, $0.001 par value; 1,000,000 shares designated, 1 and no shares issued and outstanding, respectively | |
| – | | |
| – | |
| Common stock, $0.001 par value; 20,000,000,000 shares authorized, 8,264,529,727 shares issued and outstanding | |
| 8,264,530 | | |
| 8,264,530 | |
| Additional paid-in capital | |
| 6,826,159 | | |
| 6,807,446 | |
| Accumulated deficit | |
| (15,090,689 | ) | |
| (15,071,976 | ) |
| Total Stockholders’ Deficit | |
| – | | |
| – | |
| | |
| | | |
| | |
| Total Liabilities and Stockholders' Deficit | |
$ | – | | |
$ | – | |
The accompanying notes are an integral part
of these condensed unaudited financial statements.
ELINE ENTERTAINMENT GROUP, INC.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
| | |
For the Three Months Ended | | |
For the Six Months Ended | |
| | |
June 30, | | |
June 30, | |
| | |
2022 | | |
2021 | | |
2022 | | |
2021 | |
| Operating Expenses: | |
| | | |
| | | |
| | | |
| | |
| General & administrative expenses | |
$ | 18,713 | | |
$ | – | | |
$ | 18,713 | | |
$ | – | |
| Total operating expenses | |
| 18,713 | | |
| – | | |
| 18,713 | | |
| – | |
| | |
| | | |
| | | |
| | | |
| | |
| Loss from operations | |
| (18,713 | ) | |
| – | | |
| (18,713 | ) | |
| – | |
| | |
| | | |
| | | |
| | | |
| | |
| Loss before income taxes | |
| (18,713 | ) | |
| – | | |
| (18,713 | ) | |
| – | |
| | |
| | | |
| | | |
| | | |
| | |
| Provision for income taxes | |
| – | | |
| – | | |
| – | | |
| – | |
| | |
| | | |
| | | |
| | | |
| | |
| Net loss | |
$ | (18,713 | ) | |
$ | – | | |
$ | (18,713 | ) | |
$ | – | |
| | |
| | | |
| | | |
| | | |
| | |
| Basic and diluted loss per share | |
$ | (0.00 | ) | |
$ | – | | |
$ | (0.00 | ) | |
$ | – | |
| | |
| | | |
| | | |
| | | |
| | |
| Basic and diluted weighted average shares | |
| 8,264,529,727 | | |
| 8,264,529,727 | | |
| 8,264,529,727 | | |
| 8,264,529,727 | |
The accompanying notes are an integral part
of these condensed unaudited financial statements.
ELINE ENTERTAINMENT GROUP, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2022
(Unaudited)
| | |
Preferred Stock | | |
Common Stock | | |
Additional
Paid in | | |
Accumulated | | |
Total Stockholders’ | |
| | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | |
| Balance at December 31, 2020 | |
| – | | |
$ | – | | |
| 8,264,529,727 | | |
$ | 8,264,530 | | |
$ | 6,807,446 | | |
$ | (15,071,976 | ) | |
$ | – | |
| Net loss | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| Balance at March 31, 2021 | |
| – | | |
| – | | |
| 8,264,529,727 | | |
| 8,264,530 | | |
| 6,807,446 | | |
| (15,071,976 | ) | |
| – | |
| Net loss | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| Balance at June 30, 2021 | |
| – | | |
$ | – | | |
| 8,264,529,727 | | |
$ | 8,264,530 | | |
$ | 6,807,446 | | |
$ | (15,071,976 | ) | |
$ | – | |
| | |
Series D Preferred Stock | | |
Common Stock | | |
Additional
Paid in | | |
Accumulated | | |
Total Stockholders’ | |
| | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | |
| Balance at December 31, 2021 | |
| – | | |
$ | – | | |
| 8,264,529,727 | | |
$ | 8,264,530 | | |
$ | 6,807,446 | | |
$ | (15,071,976 | ) | |
$ | – | |
| Net loss | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| Balance at March 31, 2022 | |
| – | | |
| – | | |
| 8,264,529,727 | | |
| 8,264,530 | | |
| 6,807,446 | | |
| (15,071,976 | ) | |
| – | |
| Preferred stock issued – related party | |
| 1 | | |
| – | | |
| – | | |
| – | | |
| 18,713 | | |
| – | | |
| 18,713 | |
| Net loss | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| (18,713 | ) | |
| (18,713 | ) |
| Balance at June 30, 2022 | |
| 1 | | |
$ | – | | |
| 8,264,529,727 | | |
$ | 8,264,530 | | |
$ | 6,826,159 | | |
$ | (15,090,689 | ) | |
$ | – | |
The accompanying notes are an integral part
of these condensed unaudited financial statements.
ELINE ENTERTAINMENT GROUP, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
| | |
For the Six Months Ended | |
| | |
June 30, | |
| | |
2022 | | |
2021 | |
| Cash flows from operating activities: | |
| | | |
| | |
| | |
| | | |
| | |
| Net loss | |
$ | (18,713 | ) | |
$ | – | |
| Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
| Preferred stock issued – related party | |
| 18,713 | | |
| – | |
| Changes in assets and liabilities: | |
| – | | |
| – | |
| | |
| | | |
| | |
| Net cash used in operating activities | |
| – | | |
| – | |
| | |
| | | |
| | |
| Cash flows from investing activities: | |
| – | | |
| – | |
| | |
| | | |
| | |
| Cash flows from financing activities: | |
| – | | |
| – | |
| | |
| | | |
| | |
| Net change in cash | |
| – | | |
| – | |
| | |
| | | |
| | |
| Cash, beginning of period | |
| – | | |
| – | |
| | |
| | | |
| | |
| Cash, end of period | |
$ | – | | |
$ | – | |
The accompanying notes are an integral part
of these condensed unaudited financial statements.
ELINE ENTERTAINMENT GROUP, INC.
Notes to the Financial Statements
June 30, 2022
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Eline Entertainment Group, Inc. (OTC “EEGI”)
was incorporated under the laws of the State of Nevada on June 12, 1997, as Rapid Retrieval Systems, Inc. On April 25, 2001, the Company
filed an amendment to its Articles of Incorporation and changed its name to Eline Entertainment Group, Inc. In 2017, the Company converted
out of the State of Nevada and domiciled in the State of Wyoming.
Eline Entertainment Group, Inc., Inc. operated
as food service business specializing in sports and entertainment production and
distribution.
Business operations for Eline Entertainment Group,
Inc. were abandoned by former management and a custodianship action, as described in the subsequent paragraph, was commenced in 2022.
On May
11, 2022, the First Judicial District Court of Laramie, Wyoming granted the Application for Appointment of Custodian as a result of the
absence of a functioning board of directors and the revocation of the Company’s charter. The order appointed Rhonda Keaveney (the
“Custodian”) custodian with the right to appoint officers and directors, negotiate and compromise debt, execute contracts,
issue stock, and authorize new classes of stock.
The court awarded custodianship to the Custodian
based on the absence of a functioning board of directors, revocation of the company’s charter, and abandonment of the business.
At this time, the Custodian appointed Rhonda Keaveney as sole officer and director.
The Custodian attempted to contact the Company’s
officers and directors through letters, emails, and phone calls, with no success.
Small Cap
Compliance, LLC (‘SCC”) is a shareholder in the Company and Rhonda Keaveney is the sole member of SCC. Rhonda Keaveney
applied to the Court for an Order appointing her as the Custodian. This application was for the purpose of reinstating EEGI’s corporate
charter to do business and restoring value to the Company for the benefit of the stockholders.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company’s unaudited condensed financial
statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S.
GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect
all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial
position, results of operations and cash flows of the Company as of and for the six month period ending June 30, 2022 and not necessarily
indicative of the results to be expected for the full year ending December 31, 2022. These unaudited financial statements should be read
in conjunction with the financial statements and related notes included in the Company’s financial statements for the year ended
December 31, 2021.
Use of Estimates
The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from
those estimates.
Concentration of credit risk
Financial instruments which potentially subject
the Company to concentration of credit risk consist of cash deposits and customer receivables. The Company maintains cash
with various major financial institutions. The Company performs periodic evaluations of the relative credit standing of these institutions. To
reduce risk, the Company performs credit evaluations of its customers and maintains reserves when necessary for potential credit losses.
Cash and cash equivalents
We consider all highly liquid securities with
original maturities of three months or less when acquired to be cash equivalents. There were no cash equivalents as of June 30, 2022
and December 31, 2021.
Net Income (Loss) Per Common Share
Net income (loss) per common share is computed
pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by
dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income
(loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially
outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding
common shares assumes that the Company incorporated as of the beginning of the first period presented.
Recent Accounting Pronouncements
The Company has implemented all applicable accounting
pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise
disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have
a material impact on its financial position or results of operations.
NOTE 3 - GOING CONCERN
The accompanying unaudited financial statements
have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the
normal course of business. The Company has no revenue and has an accumulated a deficit as of June 30, 2022. The Company requires capital
for its contemplated operational and marketing activities. The Company’s ability to raise additional capital through the future
issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated
plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue
operations. These conditions and the ability to successfully resolve these factors raise substantial doubt about the Company’s
ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the
outcome of these uncertainties.
NOTE 4 – PREFERRED STOCK
The Company has 1,000,000 shares of preferred
stock designated Series C convertible preferred. Each share of Convertible Series C Preferred Stock is convertible into 10,000 shares
of common stock. In addition, the Convertible Series C Preferred Stock has 10,000 voters per share. There are no shares of Series C convertible
preferred issued.
On May 24, 2022, the Company filed Articles of
Amendment, with the State of Wyoming, increasing its authorized Preferred Stock from 5,000,000 shares to 10,000,000 shares. In addition,
the Company designated 1,000,000 shares of the Preferred Stock as Convertible Series D Preferred Stock, par value $0.001. Each share
of Convertible Series D Preferred Stock is convertible into 1,000 shares of common stock. In addition, the Convertible Series D Preferred
Stock has voting privileges equal to 20 times the sum of (i) the total number of shares of Common Stock which are issued and outstanding
at the time of voting, and (ii) the total number of shares of any class of Preferred stock which are issued and outstanding at the time
of voting , and (iii) divided by the total number of Series D Stock which are outstanding at the time of voting.
NOTE 5 – RELATED PARTY TRANSACTIONS
In May 2022, Ms. Keaveney was issued 1 share
of Convertible Preferred D Series Stock in the name of Small Cap Compliance, LLC, for expense reimbursement and services as custodian
of the Company.
| Item 14. |
Changes in and Disagreements
with Accountants on Accounting and Financial Disclosure |
There are no changes in or disagreements with Accountants on Accounting
and Financial Disclosure.
| Item 15. |
Financial Statements and Exhibits |
Exhibit
Number and Description
SIGNATURES
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized.
| |
ELINE ENTERTAINMENT GROUP, INC. |
|
| |
|
|
|
| Date: August 23, 2022 |
By: |
/s/ Rhonda Keaveney |
|
| |
Name: |
Rhonda Keaveney |
|
| |
Title: |
CEO |
|
ELine Entertainment (CE) (USOTC:EEGI)
Gráfica de Acción Histórica
De Nov 2024 a Dic 2024
ELine Entertainment (CE) (USOTC:EEGI)
Gráfica de Acción Histórica
De Dic 2023 a Dic 2024
