OTC: EEGI
Eline Entertainment Group, Inc.CIK 0001043150 · SIC 1520
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,… About this business →
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About Eline Entertainment Group, Inc.
Source: Item 1 (Business) from the 10-K filed April 15, 2026. Description as filed by the company with the SEC.
ITEM 1. BUSINESS
Business Overview
(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 our sole individual serving as director, officer, and executive officer.
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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
1
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 was terminated. See Order Discharging and Dismissing the Receivership dated July 29, 2022 filed
as Exhibit 10.1.
On November 7, 2022, the registrant’s majority
shareholder, Small Cap Compliance, LLC, entered into a Stock Purchase Agreement (the “Agreement”) with Chi Ching Hung. As
per the terms of the Agreement, Small Cap Compliance, LLC sold its control block of stock, 1 Convertible Series D Preferred Stock to Chi
Ching Hung and the Company issued 250,000,000 shares of Restricted Common Stock for the purchase price of $250,000.
On November
25, 2022, a change in control of the Company occurred by virtue of the Company’s largest shareholder, Small Cap Compliance, LLC, selling
1 share of the Convertible Series D Preferred Stock and the Company issuing 250,000,000 shares of Restricted Common Stock to Chi Ching
Hung. Such shares represent 100% of the Company’s total issued and outstanding shares of Convertible Series D Preferred Stock and .03%
of the Company’s total issued and outstanding shares of Restricted Common Stock. As part of the sale of the shares, Ms. Keaveney,
owner of Small Cap Compliance, LLC, arranged with Ms. Hung prior to resigning as the sole Officer and member of the Company’s Board of
Directors and to appoint new officers and directors of the Company.
(b)
Business of Issuer
Eline Entertainment Group, Inc. is a developmental
stage company, incorporated under the laws of the State of Nevada on June 12, 1997. Our plan of business has not been implemented but
will involve mergers and acquisitions of operating companies.
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.
2
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 U.S.
and China 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.
3
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 90 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
We are subject to the Exchange Act and the Sarbanes-Oxley
Act of 2002. Under the Exchange Act, we are 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 are 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 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.
4
Human Capital; Employees
As of December 31, 2025, we had two officers,
two directors and no employees. We anticipate that we will begin to fill out our management team as and when we raise capital to begin
implementing our business plan. In the interim, we will utilize independent consultants to assist with accounting and administrative matters.
We currently have no employment agreements and believe our consulting relationships are satisfactory. We plan to continue to hire independent
consultants from time to time on an as-needed basis.