UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____to_____

Commission File Number: 000-30451

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.)

1113, Tower 2, Lippo Centre, 89 Queensway, Admiralty, Hong Kong 0000

(Address of Principal Executive Offices) (Zip Code)

+852 3703 6155

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None.

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒☐ No ☐☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒☐ No ☐☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒ No ☐

As of ~~June~~September 30, 2023, there were 8,~~514~~524,529,727 shares outstanding of the registrant’s Common Stock.

ELINE ENTERTAINMENT GROUP, INC.

TABLE OF CONTENTS

		Page No.
	PART I. FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS.	3
	Condensed Balance Sheets as of June 30, 2023 (Unaudited) and December 31, 2022 (Audited)	3
	Condensed Balance Sheets as of September 30, 2023 (Unaudited) and December 31, 2022 (Audited)	3
	Condensed Statements of Operations for the Three and Six Months ended June 30, 2023 and 2022 (Unaudited)	4
	Condensed Statements of Operations for the Three and Nine Months ended September 30, 2023 and 2022 (Unaudited)	4
	Condensed Statements of Changes in Stockholders’ Deficit for the Six Months ended June 30, 2023 and 2022 (Unaudited)	5
	Condensed Statements of Changes in Stockholders’ Deficit for the Nine Months ended September 30, 2023 and 2022 (Unaudited)	5
	Condensed Statements of Cash Flows for the Six Months ended June 30, 2023 and 2022 (Unaudited)	6
	Condensed Statements of Cash Flows for the Nine Months ended September 30, 2023 and 2022 (Unaudited)	6
	Notes to Condensed Financial Statements (Unaudited)	7
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.	13
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk.	15
ITEM 4.	CONTROLS AND PROCEDURES.	15
	PART II. OTHER INFORMATION
ITEM 1.	Legal Proceedings.	1617
ITEM 1A.	RISK FACTORS.	1617
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	1617
ITEM 3.	Defaults Upon Senior Securities.	1617
ITEM 4.	Mine Safety Disclosures.	16176
ITEM 5.	OTHER INFORMATION.	1617
ITEM 6.	EXHIBITS.	1617
SIGNATURES		1718

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Eline Entertainment Group, Inc.

BALANCE SHEETS

Unaudited

	September 30,			December 31,
	2023			2022
		(Unaudited)			(Audited)
Assets
Current Assets
Cash	$	–		$	–
Total Current Assets		–			–
Total Assets	$	–		$	–

Liabilities and Stockholders’ Deficit
Current Liabilities
Accounts payable and accrued expenses	$	14,553		$	–
Due to related party		25,278			2,501
Total Current Liabilities		39,831			2,501
Total Liabilities		39,831			2,501

Commitment & contingencies		–			–

Stockholders' Deficit
Preferred Stock, Series D, $0.001 par value; 1,000,000 shares authorized, 1 and 1 shares issued and outstanding, respectively		–			–
Common Stock, $0.001 par value; 20,000,000,000 shares authorized, 8,524,529,727 and 8,524,529,727 shares issued and outstanding, respectively		8,524,530			8,524,530
Additional paid-in capital		6,566,159			6,566,159
Accumulated loss		(15,130,520	)		(15,093,190	)
Total Stockholders' Deficit		(39,831	)		(2,501	)
Total Liabilities and Stockholders' Deficit	$	–		$	–

	June 30,			December 31,
	2023			2022
Assets
Current Assets
Cash	$	–		$	–
Total Current Assets		–			–
Total Assets	$	–		$	–
Liabilities
Current Liabilities
Accounts payable and accrued expenses	$	604		$	–
Due to related party		25,278			2,501
Total Current Liabilities		25,882			2,501
Total Liabilities		25,882			2,501
Commitment & contingencies		–			–
Stockholders' Deficit
Preferred Stock, Series C, $0.001 par value; 1,000,000 shares authorized, and 0 and 0 shares issued and outstanding, respectively		–			–
Preferred Stock, Series D, $0.001 par value; 1,000,000 shares authorized, 1 and 1 shares issued and outstanding, respectively		–			–
Common Stock, $0.001 par value; 20,000,000,000 shares authorized, 8,514,529,727 and 8,514,529,727 shares issued and outstanding, respectively		8,514,530			8,514,530
Additional paid-in capital		6,576,159			6,576,159
Accumulated loss		(15,116,571	)		(15,093,190	)
Total Stockholders' Deficit		(25,882	)		(2,501	)
Total Liabilities and Stockholders' Deficit	$	–		$	–

See accompanying notes to unaudited financial statements

See accompanying notes to financial statements

Eline Entertainment Group, Inc.

STATEMENTS OF OPERATIONS

Unaudited

Three Months Ended

~~Six~~Nine Months Ended

June 30,

September 30,

2023

2022

2023

2022

Revenues

–

Operating expenses

Professional fees

512,~~750~~250

171,~~500~~000

2234,~~000~~250

1718,500

Other general & administrative expense

1,~~381~~699

1,~~213~~501

13,~~381~~080

12,~~213~~714

Total operating expenses

713,~~131~~949

182,~~713~~501

2337,~~381~~330

1821,~~713~~214

Loss from operations

(713,~~131~~949

)

(182,~~713~~501

)

(2337,~~381~~330

)

(1821,~~713~~214

)

Other Income (Expenses)

Interest income (expense)

–

Total other income (expenses)

–

Net loss before income tax

(713,~~131~~949

)

(182,~~713~~501

)

(2337,~~381~~330

)

(1821,~~713~~214

)

Income tax expense

–

Net loss

(713,~~131~~949

)

(182,~~713~~501

)

(2337,~~381~~330

)

(1821,~~713~~214

)

Earnings (Loss) per Share - Basic and Diluted

(0.000

)

(0.000

)

(0.000

)

(0.000

)

Weighted Average Shares Outstanding - Basic and Diluted

8,~~514~~524,529,727

8,~~264~~274,529,727

8,~~514~~524,529,727

8,~~264~~269,~~529~~401,~~727~~522

See accompanying notes to ~~financial~~unaudited financial statements

Eline Entertainment Group, Inc.

STATEMENTS OF STOCKHOLDERS' DEFICIT

For the ~~Six~~Nine Months Ended ~~June~~September 30, 2023 and 2022

Unaudited

	Preferred Stock, Series D			Common Stock				~~Additional~~					~~Total~~
	Shares		Par Value, $0.001	Shares		Par Value, $0.001		Additional paid-in capital		Accumulated loss			Total Stockholders' Deficit
Balance, December 31, 2021	–	$	–	8,264,529,727	$	8,264,530	$	6,807,446	$	(15,071,976	)	$	–
Net income	–		–	–		–		–		–			–
Balance, March 31, 2022	–		–	8,264,529,727		8,264,530		6,807,446		(15,071,976	)		–
Shares issued for services or compensation	1		–	10,000,000		10,000		8,713		–			18,713
Net loss	–		–	–		–		–		(18,713	)		(18,713	)
Balance, June 30, 2022	–1	$	–	8,~~264~~274,529,727	$	8,~~264~~274,530	$	6,~~807~~816,~~446~~159	$	(15,090,689	)	$	~~(18,713~~–	)
Balance, December 31, 2022	1	$	–	8,514,529,727	$	8,514,530	$	6,576,159	$	(15,093,190	)	$	(2,501	)
Net loss	–		–	–		–		–		(2,501	)		(2,501	)
Balance, September 30, 2022	1	$	–	8,274,529,727	$	8,274,530	$	6,816,159	$	(15,093,190	)	$	(2,501	)
Balance, December 31, 2022	1	$	–	8,524,529,727	$	8,524,530	$	6,566,159	$	(15,093,190	)	$	(2,501	)
Net loss	–		–	–		–		–		(16,250	)		(16,250	)
Balance, March 31, 2023	1		–	8,~~514~~524,529,727		8,~~514~~524,530		6,~~576~~566,159		(15,109,440	)		(18,751	)
Net loss	–		–	–		–		–		(7,131	)		(7,131	)
Balance, June 30, 2023	1	$	–	8,~~514~~524,529,727	$	8,~~514~~524,530	$	6,~~576~~566,159	$	(15,116,571	)	$	(25,882	)
Net loss	–		–	–		–		–		(13,949	)		(13,949	)
Balance, September 30, 2023	1	$	–	8,524,529,727	$	8,524,530	$	6,566,159	$	(15,130,520	)	$	(39,831	)

See accompanying notes to unaudited financial statements

Eline Entertainment Group, Inc.

STATEMENTS OF CASH FLOWS

Unaudited

	Six Months Ended
	Nine Months Ended
	June 30,			June 30,
	September 30,			September 30,
	2023			2022
Cash Flows from Operating Activities
Net loss	$	(2337,~~381~~330	)	$	(1821,~~713~~214	)
Adjustment to reconcile Net loss from operations:
Depreciation & Amortization expense		–			–
Shares issued for services or compensation		–			18,713
Changes in operating assets and liabilities
Accounts payable and accrued expenses		~~604~~14,553			–
Net Cash Used in Operating Activities		(22,777	)		(182,~~713~~501	)
Cash Flows from Investing Activities
Acquisition (Disposal) of property, plant and equipment		–			–
Acquisition of property, plant and equipment		–			–
Net Cash (Used in) Provided by Investing Activities		–			–
Cash Flows from Financing Activities
Proceeds from issuance of capital stock for cash		–			18,713
Proceeds from related party payables		22,777			2,501
Proceeds from (Repayment of) related party payables		22,777			–
Net Cash Provided by Financing Activities		22,777			2,501
Net Cash Provided by Financing Activities		22,777			18,713
Net Increase (Decrease) in Cash		–			–
Cash at Beginning of Period		–			–
Cash at End of Period	$	–		$	–
Supplemental Cash Flow Information:
Income Taxes Paid	$	–		$	–
Interest Paid	$	–		$	–
Non-Cash Investing and Financing Activities
Dividends declared and accrued	$	–		$	–
Shares issued for debt payable	$	–		$	–

See accompanying notes to unaudited financial statements

ELINE ENTERTAINMENT GROUP, INC.

Notes to the Financial Statements

As of and for the ~~six~~nine months ended ~~June~~ September 30, 2023 and 2022

(Unaudited)

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. The 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. 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 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. 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.

On November 7, 2022, a change of control occurred with respect to the Company, along with a new board of directors and management, to better reflect its new business direction.

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”).

Interim Financial Statements

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) applicable to interim financial information and the requirements of Form 10-Q and Rule 8-03 of Regulation S-X of the Securities and Exchange Commission. Accordingly, they do not include all of the information and disclosure required by accounting principles generally accepted in the United States of America for complete financial statements. Interim results are not necessarily indicative of results for a full year. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial position and the results of operations and cash flows for the interim periods have been included. These interim financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2022. Not all disclosures required by generally accepted accounting principles for annual financial statements are presented. The interim financial statements follow the same accounting policies and methods of computations as the audited financial statements for the year ended December 31, 2022.

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.

The Company’s significant estimates include income taxes provision and valuation allowance of deferred tax assets; the fair value of financial instruments; and the assumption that the Company will continue as a going concern. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

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~~September 30, 2023 and 2022.

Related parties

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

Pursuant to Section 850-10-20 the Related parties include a) affiliates of the Company; b) Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

Commitments and contingencies

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

Revenue recognition

The Company adopted ASU 2014-09, Topic 606 on January 1, 2018, using the modified retrospective method. ASC 606 requires the use of a new five-step model to recognize revenue from customer contracts. The five-step model requires that the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation.

The adoption of Topic 606 has no impact on revenue amounts recorded on the Company’s financial statements as the Company has not generate any revenues.

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.

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.

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 of $15,~~116~~130,~~571~~520 as of ~~June~~September 30, 2023. 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 – STOCKHOLDERS’ DEFICIT

Common Stock

The Company has 20,000,000,000 shares of Common stock authorized, of which 8,~~514~~524,529,727 ~~and 8,514,529,727~~ shares were issued and outstanding as of ~~June~~September 30, 2023 and December 31, 2022, respectively.

On November 7, 2022, the Company issued 250,000,000 shares of common stock at $0.001 per share to the new director and management team.

On May 22, 2022, the Company issued 1 share of Convertible Preferred D Series Stock and 10,000,000 shares of restricted common stock to Small Cap Compliance, LLC as compensation of $18,713.

Preferred Stock

The Company has 10,000,000 shares of Preferred stock authorized, of which 1,000,000 shares are designated as Convertible Series C Preferred; and 1,000,000 shares are designated as Convertible Series D Preferred.

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.

Convertible Series C Preferred Stock

The Company has 1,000,000 shares designated as Convertible Series C Preferred, of which each share is convertible into 10,000 shares of common stock and has 10,000 voting rights per share.

The Company has nil share of Convertible Preferred C Series Stock issued and outstanding as of ~~June~~September 30, 2023 and December 31, 2022, respectively

Convertible Series D Preferred Stock

The Company has 1,000,000 shares designated as Convertible Series D Preferred, of which each share is convertible into 1,000 shares of common stock and 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.

The Company has 1 and nil share of Convertible Preferred D Series Stock issued and outstanding as of ~~June~~September 30, 2023 and December 31, 2022, respectively.

Refer to Note 5 for preferred stock issued to related party.

NOTE 5 - RELATED PARTY TRANSACTIONS

In May 2022, the Company issued 1 share of Convertible Preferred D Series Stock and 10,000,000 shares of Common Stock to Ms. Keaveney in the name of Small Cap Compliance, LLC, for expense reimbursement and services in the amount of $18,713 as custodian of the Company.

As of ~~June~~ September 30, 2023 and December 31, 2022, the Company owes Ms. Chi Ching Hung, director of the Company, $25,278 and $2,501, respectively, for expenses paid on behalf of the Company.

The amounts owed are non-interest bearing without maturity date, and are due on demand.

NOTE 6 - 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 ~~for the six months ended June 30~~:

Schedule of income tax expense	June 30,			June 30,
	Nine Months Ended
Schedule of income tax expense	September 30,			September 30,
	2023			2022
Federal income tax benefit attributable to:
Current operations income taxes (benefits)	$	(47,~~910~~839	)	$	–(4,455	)
Less: valuation allowance		47,~~910~~839			–4,455
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:

Schedule of deferred tax assets	~~June~~September 30, 2023			December 31, 2022
Deferred tax asset attributable to:
Net operating loss carryover	$	912,~~407~~336		$	4,497
Less: valuation allowance		(912,~~407~~336	)		(4,497	)
Net deferred tax asset	$	–		$	–

At ~~June~~September 30, 2023, the Company had net operating loss carry forwards of approximately $4458,~~795~~744 that may be offset against future taxable income. No tax benefit has been recognized for the period ended ~~June~~September 30, 2023 and 2022 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.

As of ~~June~~September 30, 2023, the Company had no accrued interest or penalties related to uncertain tax positions.

NOTE 7 – SUBSEQUENT EVENTS

In accordance with ASC 855-10, the Company 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 or require adjustments in these financial statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following management’s ~~discussion~~ discussion and analysis (“MD&A”) should be read in conjunction with financial statements of Eline Entertainment Group, Inc. for the three and nine months ended ~~June~~September 30, 2023 and 2022, and the notes thereto.

Safe Harbor for Forward-Looking Statements

Certain statements included in this MD&A constitute forward-looking statements, including those identified by the expressions anticipate, believe, plan, estimate, expect, intend, and similar expressions to the extent they relate to Eline Entertainment Group, Inc. or its management. These forward-looking statements are not facts, promises, or guarantees; rather, they reflect current expectations regarding future results or events. These forward-looking statements are subject to risks and uncertainties that could cause actual results, activities, performance, or events to differ materially from current expectations. These include risks related to revenue growth, operating results, industry, products, and litigation, as well as the matters discussed in Eline Entertainment Group, Inc’s MD&A. Readers should not place undue reliance on any such forward-looking statements. Eline Entertainment Group, Inc disclaims any obligation to publicly update or to revise any such statements to reflect any change in the Company’s expectations or in events, conditions, or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.

Eline Entertainment Group, Inc, 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

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes included in this report

Three Months Ended ~~June~~September 30, 2023 and 2022

Revenue

For the three months ended ~~June~~ September 30, 2023 and 2022, the Company had not generated any revenues.

Operating Expenses

Operating expenses for the three months ended ~~June~~September 30, 2023 were $713,~~131~~949 compared to $182,~~713~~501 for the three months ended ~~June~~September 30, 2022.

For the three months ended ~~June~~September 30, 2023, professional fees and other general & administrative expense were $712,~~131~~250, a decrease of $11,~~582~~250 as compared to $181,~~713~~000 for the three months ended of ~~June~~ September 30, 2022.

Other Income and Expenses

For the three months ended ~~June~~September 30, 2023 ~~and~~ and 2022, the Company did not have any other income or expenses.

Net Income (Loss)

For the three months ended ~~June~~September 30, 2023, the Company had a net loss of $713,~~131~~949 compared to the three months period ended ~~June~~September 30, ~~2023~~2022 of a net loss of $182,~~713~~501.

The net loss resulted from increase of operating expenses.

~~Six~~Nine ~~Months~~months ~~Ended~~ended ~~June~~September 30, 2023 and 2022

Revenue

For the ~~six~~nine months ended ~~June~~ September 30, 2023 and 2022, the Company had not generated any revenues.

Operating Expenses

Operating expenses for the ~~six~~nine months ended ~~June~~ September 30, 2023 were $2337,~~381~~330 compared to $1821,~~713~~214 for the ~~six~~nine months ended ~~June~~September 30, 2022.

For the ~~six~~nine months ended ~~June~~ September 30, 2023, professional fees were $2234,~~000~~250, an increase of $415,~~500~~750 as compared to $1718,500 for the ~~six~~nine months ended of ~~June~~September 30, 2022.

Other Income and Expenses

For the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022, the Company did not have any other income or expenses.

Net Income (Loss)

For the ~~six~~nine months ended ~~June~~ September 30, 2023, the Company had a net loss of ~~$23~~37,~~381~~330 compared to the ~~six~~nine months period ended ~~June~~September 30, 2022 of a net loss of $1821,~~713~~214.

The net loss resulted from increase of operating expenses.

Liquidity and Capital Resources

As of ~~June~~September 30, 2023, we had no cash and a working capital deficit of $2539,~~882~~831.

Operating Activities

For ~~six~~nine months ended ~~June~~ September 30, 2023, net operating loss increased to $2337,~~381~~330 as compared to $1821,~~713~~214 for the ~~six~~nine months ended ~~June~~September 30, 2022. Accounts payable and accrued expenses increased by $~~604~~14,533 as compared to $0 for the ~~six~~nine months ended ~~June~~September 30, 2022. The increase in accrued expenses is related to unpaid professional fees.

Investing Activities

No investing activities occurred during the ~~six~~ nine months ended ~~June~~September 30, 2023 and 2022.

Financing Activities

During the ~~six~~nine months ended ~~June~~September 30, 2023, the Company received advances from a related party for working capital purposes in the amount of $2522,~~278~~777 as compared to $182,~~713~~501 for the same period in 2022.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements with any party.

Critical Accounting Policies

Our discussion and analysis of results of operations and financial condition are based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We evaluate our estimates on an ongoing basis, including those related to provisions for uncollectible accounts receivable, inventories, valuation of intangible assets and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

The accounting policies that we follow are set forth in Note 2 to our financial statements as included in the SEC report filed. These accounting policies conform to accounting principles generally accepted in the United States and have been consistently applied in the preparation of the financial statements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

As a “smaller reporting company,” as defined by Rule 12b-2 of the Exchange Act, we are not required to provide the information in this Item.

Item 4. Controls and Procedures

a) Evaluation of Disclosure Controls ~~and~~ and Procedures

~~Pursuant~~We toconducted ~~Rule~~an ~~13a-15(b)~~ evaluation under the ~~Securities~~supervision and ~~Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation,~~ with the participation of ~~the~~our ~~Company’s~~ management, ~~including~~of the ~~Company’s~~effectiveness ~~Chief~~of ~~Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) (~~the ~~Company’s~~design ~~principal financial~~ and ~~accounting~~operation ~~officer),~~ of ~~the~~our ~~effectiveness~~disclosure ofcontrols ~~the~~and ~~Company’s~~procedures. The term “disclosure controls and procedures,” (as defined ~~under~~in ~~Rule~~Rules 13a-15(e) and 15d-15(e) under the ~~Exchange~~Securities and Exchange Act) of 1934, as ofamended ~~the~~(“Exchange ~~end~~Act”), ofmeans ~~the~~controls ~~period~~and ~~covered~~other byprocedures ~~this~~of ~~report.~~a ~~The framework~~company ~~used~~that byare ~~management~~designed into ~~making~~ensure that information ~~assessment~~required ~~was~~to ~~the~~be ~~criteria~~disclosed ~~set~~by ~~forth~~the company in the ~~document~~reports ~~entitled~~it ~~“Internal~~files ~~Control~~or ~~– Integrated~~submits ~~Framework”~~under ~~issued~~the byExchange ~~the~~Act ~~Committee~~is ofrecorded, ~~Sponsoring~~processed, summarized ~~Organizations~~and ofreported, within the ~~Treadway~~time ~~Commission~~periods ~~(2013~~specified ~~framework).~~in ~~Based~~the ~~upon that~~Securities ~~evaluation,~~and ~~the~~Exchange ~~Company’~~Commission's ~~CEO~~rules and ~~CFO~~forms. ~~concluded~~Disclosure ~~that~~controls and ~~the~~procedures ~~Company’s~~also ~~disclosure~~include, without limitation, controls and procedures ~~are~~designed ~~effective~~ to ensure that information required to be disclosed by ~~the~~a ~~Company~~company in the reports that ~~the~~it ~~Company~~ files or submits under the Exchange Act, is ~~recorded,~~accumulated ~~processed,~~and ~~summarized~~communicated ~~and~~to ~~reported~~the company's management, including ~~within~~its ~~the~~principal ~~time~~executive ~~periods~~and ~~specified~~principal infinancial ~~the~~officers, ~~SEC’s~~or ~~rules~~persons ~~and~~performing ~~forms~~similar functions, ~~and~~as ~~that~~appropriate, ~~such~~to ~~information~~allow istimely ~~accumulated~~decisions ~~and~~regarding ~~communicated~~required todisclosure. ~~the~~Based ~~Company’s~~on ~~management~~this evaluation, ~~including~~our ~~the~~principal ~~Company’s~~executive ~~CEO~~ and ~~CFO,~~principal financial officers concluded as ~~appropriate~~of September 30, 2023, that our disclosure controls and procedures were not effective at the reasonable assurance level due to ~~allow~~the ~~timely~~material ~~decisions~~weaknesses ~~regarding~~in ~~required~~our ~~disclosure~~internal ~~for~~controls ~~the~~over ~~reason~~financial ~~described~~reporting discussed immediately below.

~~Because~~Our internal controls are not effective for the following reasons: (1) lack of ~~our~~a ~~limited~~functioning audit committee and lack of a majority of outside directors on the Company’s board ~~operations~~of directors, weresulting ~~have~~in ~~limited~~ineffective ~~number~~oversight in the establishment and monitoring of ~~employees~~required ~~which~~internal ~~prohibits~~controls aand procedures; (2) inadequate segregation of duties. Inconsistent ~~addition,~~with wecontrol ~~lack~~objectives; a(3) ~~formal~~insufficient ~~audit~~written ~~committee with~~policies aand procedures for accounting and financial ~~expert.~~reporting Aswith werespect ~~grow~~to the requirements and ~~expand~~application ~~our~~of ~~operations,~~US weGAAP ~~will~~and ~~engage~~SEC ~~additional~~disclosure ~~employees~~requirements; and ~~experts~~(4) asineffective ~~needed~~controls over period end financial disclosure and reporting processes. ~~However,~~The ~~there~~aforementioned material weaknesses were identified by the Company’s ~~can~~Chief beFinancial noOfficer ~~assurance~~in ~~that~~connection with the review of our ~~operations~~financial ~~will~~statements ~~expand~~as of September 30, 2023 and communicated the matters to our management.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

(b) Management's Report on Internal Control Over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Our internal control over financial reporting is a process designed by, or under the supervision of, our CEO and CFO, or persons performing similar functions, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America (GAAP). Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and disposition of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that receipts and expenditures of the Company are being made only in accordance with authorization of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of September 0, 2023. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in the 2013 Internal Control-Integrated Framework. Based on its evaluation, management has concluded that the Company’s internal control over financial reporting was not effective as of September 30, 2023.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. A control system, no matter how well designed and operated can provide only reasonable, but not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their cost.

Management believes that the material weaknesses set forth in items (2), (3) and (4) above did not have an effect on the Company’s financial results. However, management believes that the lack of a functioning audit committee and lack of a majority of outside directors on the Company’s board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures can result in the Company’s determination to its financial statements for the future years.

We are committed to improving our financial organization. As part of this commitment, we intend to create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to the Company: i) Appointing one or more outside directors to our board of directors who shall be appointed to the audit committee of the Company resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; and ii) Preparing and implementing sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.

c) Changes in Internal Control over Financial Reporting

There were no changes which were identified in connection with our management’s evaluation required by paragraph (d) of rules 13a-15 and 15d-15 under the Exchange Act, that materially affected, or is reasonably likely to have a materially affect, on our internal control over financial reporting.

PART II OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any material or legal proceeding, and, to our knowledge, none is contemplated or threatened.

Item 1A. Risk Factors

We are a smaller reporting company ~~and,~~ as adefined ~~result,~~by ~~are~~Rule ~~not~~12b-2 ~~required to~~of ~~provide~~ the Securities ~~information~~Exchange ~~under~~Act ~~this~~of ~~item.~~1934 ~~Please~~and ~~review~~are ~~the~~not ~~risk~~required ~~factors~~to ~~identified~~provide inthe ~~Item~~information ~~1.A~~under ofthis ~~our 2021 Form 10~~item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the ~~six~~nine months ended ~~June~~September 30, 2023, the Company did not sell any unregistered securities.

Item 3. Defaults Upon Senior Securities

There have been no defaults upon senior securities.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

AsDuring athe ~~“smaller~~three-months ~~reporting~~ended ~~company~~September 30,” 2023, no asdirector ~~defined~~or byofficer adopted or terminated any Rule ~~12b~~10b5-21 oftrading ~~the~~arrangement ~~Exchange~~or ~~Act,~~non-Rule we10b5-1 ~~are~~trading ~~not~~arrangement, ~~required~~as toeach ~~provide~~term is ~~the~~defined ~~information~~ in ~~this~~ Item 408(a) of Regulation S-K.

Item 6. Exhibits

Exhibit No.		Description

31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350*
32.2		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350*
101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

___________________

Filed Herewith.

1617

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: August 21, 2023	ELINE ENTERTAINMENT GROUP, INC.
Date: December 23, 2024	ELINE ENTERTAINMENT GROUP, INC.
	By:	/s/~~Micheal~~ ~~Chi~~Shing ~~Wai~~Hei ~~Woo~~Lee
	Name	~~Micheal~~Shing ~~Chi~~Hei ~~Wai Woo~~Lee
	Title	Chief Executive Officer and Chief Financial Officer

1718

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