Filed 2025-04-15 · Period ending 2024-12-31 · 15,785 words · SEC EDGAR
← EEGI Profile · EEGI JSON API
# Eline Entertainment Group, Inc. (EEGI) — 10-K
**Filed:** 2025-04-15
**Period ending:** 2024-12-31
**Accession:** 0001683168-25-002577
**Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1043150/000168316825002577/)
**Origin leaf:** 9a5b84d85954ff1843967323c8326108b9c8ad3261dc12a3b63223887d7bf74c
**Words:** 15,785
---
**Table of Contents
**
**UNITED STATES**
**SECURITIES AND EXCHANGE COMMISSION**
**WASHINGTON, D.C. 20549**
**FORM 10-K**
|
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the year ended December 31, 2024
|
|
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 or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification No.) | |
**1113, Tower 2,****Lippo Centre****, 89 Queensway****, Admiralty,
Hong Kong** **0000**
(Address of principal executive offices) (Zip Code)
**+852 3703 6155**
(Registrants telephone number, including
area code)
**N/A**
(Former name, former address and former fiscal
year, if changed since last report)
Securities registered pursuant to Section 12(b)
of the Exchange Act: None
Securities registered pursuant to Section 12(g)
of the Exchange Act: **Common Stock, Par Value $0.001**
Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No
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 and 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, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting 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
has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report.
If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements.
Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants
executive officers during the relevant recovery period pursuant to 240.10D-1(b).
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Act). Yes No
As of June 30, 2024 (last business day of the
registrants most recently completed second fiscal quarter), based upon the last reported trade on that date ($0.0001), the aggregate
market value of the voting and non-voting common equity held by non-affiliates (for this purpose, all outstanding and issued common stock
minus stock held by the officers, directors and known holders of 10% or more of the Companys common stock) was $827,452.97.
The number of shares of the registrant's
common stock outstanding on April 10, 2025 was 8,524,529,727.
| | | | |
****
**ELINE ENTERTAINMENT GROUP, INC.**
****
**ANNUAL REPORT ON FORM 10-K**
**TABLE OF CONTENTS**
|
|
|
Page | |
|
CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS |
ii | |
|
|
| |
|
PART I |
|
| |
|
Item 1. |
Description of Business |
1 | |
|
Item 1A. |
Risk Factors |
5 | |
|
Item 1B. |
Unresolved Staff Comments |
5 | |
|
Item 1C. |
Cybersecurity |
5 | |
|
Item 2. |
Properties |
5 | |
|
Item 3. |
Legal Proceedings |
5 | |
|
Item 4. |
Mine Safety Disclosures |
5 | |
|
|
|
| |
|
PART II |
|
| |
|
Item 5. |
Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
6 | |
|
Item 6. |
[Reserved] |
6 | |
|
Item 7. |
Managements Discussion and Analysis Of Financial Condition and Results of Operation |
6 | |
|
Item 7A. |
Quantitative and Qualitative Disclosures about Market Risk |
9 | |
|
Item 8. |
Financial Statements and Supplementary Data |
9 | |
|
Item 9. |
Changes In and Disagreements With Accountants on Accounting and Financial Disclosure |
9 | |
|
Item 9A. |
Controls and Procedures |
10 | |
|
Item 9B. |
Other Information |
11 | |
|
Item 9C. |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
11 | |
|
|
|
| |
|
PART III |
|
| |
|
Item 10. |
Directors, Executive Officers and Corporate Governance |
12 | |
|
Item 11. |
Executive Compensation |
13 | |
|
Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
14 | |
|
Item 13. |
Certain Relationships and Related Transactions |
15 | |
|
Item 14. |
Principal Accountant Fees and Services |
16 | |
|
|
|
| |
|
PART IV |
|
| |
|
Item 15. |
Exhibits; Financial Statement Schedules |
17 | |
|
Item 16. |
10-K Summary |
17 | |
|
|
| |
|
SIGNATURES |
18 | |
| | i | | |
****
**CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS**
****
**Use of Certain Defined Terms**
Except as otherwise indicated by the context,
references in this report to Eline Entertainment Group, Inc., we, us, our, our
Company.
**Forward-Looking Statements**
This Annual Report on Form 10-K contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933,
as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act).
Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking
statements may include words such as anticipate, believe, estimate, intend, could,
should, would, may, seek, plan, might, will,
expect, anticipate, predict, project, forecast, potential,
continue negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are
based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known
and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to
be materially different from the results of operations or plans expressed or implied by such forward-looking statements.
We cannot predict all of the risks and uncertainties.
Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or
that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these
forward-looking statements. These forward-looking statements are found at various places throughout this Annual Report on Form 10-K and
include information concerning possible or assumed future results of our operations, including statements about potential acquisition
or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding
future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that
are not historical facts.
These forward-looking statements represent our
intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors.
Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied
by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking
statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of the date of the Annual Report on Form 10-K. All subsequent
written and oral forward-looking statements concerning other matters addressed in this Annual Report on Form 10-K and attributable to
us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to
in this Annual Report on Form 10-K.
Except to the extent required by law, we undertake
no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events,
conditions, circumstances or assumptions underlying such statements, or otherwise.
****
****
| | ii | | |
****
**PART I**
**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 Companys 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 companys 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.
The Custodian attempted to contact the Companys
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 EEGIs 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 registrants 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 Companys 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 Companys 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 Companys
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 Companys existing directors may resign and new directors may be appointed. The Companys
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.
| | 3 | | |
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 finders 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, finders fees, consultants 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**
With our Form 10 being effective, 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.
| | 4 | | |
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.
****
**Employees**
****
As of December 31, 2024, 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.
**ITEM 1A. RISK FACTORS**
We are a smaller reporting company as defined
by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
**ITEM 1B. UNRESOLVED STAFF COMMENTS**
Not applicable to a smaller reporting company
as defined in Item 10(f)(1) of Regulation S-K.
**ITEM 1C. CYBERSECURITY**
**Cybersecurity Risk Management, Strategy, and Governance**
****
We aim to deploy a cyber-risk management program which is intended to assist in assessing, identifying, and managing material risks from cybersecurity threats to our data and information systems. The Company currently manages its cybersecurity
risk through a variety of practices that are applicable to all users of our information technology and information assets, including our
officers and directors, contractors, and vendors. The Company uses a combination of technology and monitoring to promote security awareness
and prevent security incidents, including network and passwords protocols, third party firewalls, and antivirus protections. Our Board
of Directors performs an annual review of our cybersecurity program, including managements actions to identify and detect threats.
We have not experienced any material cybersecurity
incidents or identified any material cybersecurity threats that have affected or are reasonably likely to materially affect us, our business
strategy, results of operations or financial condition.
**ITEM 2. PROPERTIES**
The Company does not own any real estate or other
properties and has not entered into any long-term lease or rental agreements for property.
**ITEM 3. LEGAL PROCEEDINGS**
There are no pending legal proceedings to which
the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than
5% of any class of voting securities of the Company, or stockholder is a party adverse to the Company or has a material interest adverse
to the Company.
**ITEM 4. MINE SAFETY DISCLOSURES**
Not applicable.
| | 5 | | |
****
**PART II**
**ITEM 5. MARKET FOR REGISTRANTS COMMON
EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES**
|
|
(a) |
Market Information. | |
Our common stock is currently quoted on the OTC
market Pink Sheets under the symbol **EEGI**. There is limited liquidity in the public trading market for our common equity,
and although our stock is quoted on OTC markets, the existence of limited or sporadic quotations should not of itself be deemed to constitute
an established public trading market. Consequently, there is no established public trading market for our shares. For
the periods indicated, the following table sets forth the high and low bid prices per share of common stock. The below prices represent
inter-dealer quotations without retail markup, markdown, or commission and may not necessarily represent actual transactions.
As of April 14, 2025, the closing price of
our common stock as reported on the OTC market Pink Sheets was $0.0003 per share.
|
| |
Price Range | | |
|
Period | |
High ($) | | |
Low ($) | | |
|
Year ended December 31, 2023 | |
| | |
| | |
|
First Quarter | |
| 0.0007 | | |
| 0.0002 | | |
|
Second Quarter | |
| 0.0007 | | |
| 0.0002 | | |
|
Third Quarter | |
| 0.0007 | | |
| 0.0002 | | |
|
Fourth Quarter | |
| 0.0005 | | |
| 0.0001 | | |
|
Year Ended December 31, 2024 | |
| | | |
| | | |
|
First Quarter | |
| 0.0003 | | |
| 0.0001 | | |
|
Second Quarter | |
| 0.0003 | | |
| 0.0001 | | |
|
Third Quarter | |
| 0.0002 | | |
| 0.0001 | | |
|
Fourth Quarter | |
| 0.0005 | | |
| 0.0001 | | |
|
|
(b) |
Holders. | |
As of December 31, 2024, there are approximately
93 holders of an aggregate of 8,524,529,727 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 Registrants business.
|
|
(d) |
Securities authorized for issuance under equity compensation plans. | |
None.
****
**ITEM 6. RESERVED**
Not applicable to a smaller reporting company
as defined in Rule 12b-2 of the Exchange Act.
**ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS**
*This Managements Discussion and Analysis
of Financial Condition and Results of Operations is intended to provide a reader of our financial statements with a narrative from the
perspective of our management on our financial condition, results of operations, liquidity, and certain other factors that may affect
our future results. The following discussion and analysis should be read in conjunction with our audited consolidated financial statements
and the accompanying notes thereto included in Item 8. Financial Statements and Supplementary Data. In addition to historical
financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and
assumptions. See Forward-Looking Statements. Our results and the timing of selected events may differ materially from those
anticipated in these forward-looking statements as a result of many factors.*
| | 6 | | |
**Business Overview**
Our business plan includes
mergers and acquisitions of operating companies. We are tentatively looking for capital or different target companies in same industry
for acquisition for our business plan. Our business is not yet operational.
**Recent
Developments**
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 approximately 3% of the Companys
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.
**Going Concern**
Our auditor has indicated in their reports on
our financial statements for the fiscal years ended December 31, 2024, that conditions exist that raise substantial doubt about our ability
to continue as a going concern due to our recurring losses from operations, deficit in equity, and the need to raise additional capital
to fund operations. A going concern opinion could impair our ability to finance our operations through the sale of debt
or equity securities.
**Results of Operations** - **Years ended
December 31, 2024 and 2023**
*Revenue*
We had no revenues from operations for the years ended December 31,
2024 and 2023.
*General and Administrative Expense*
General and Administrative Expenses were $35,627
for the year ended December 31, 2024 compared to $53,931 for the year ended December 31, 2023, a decrease of $18,304. The decrease resulted
from expenses incurred as a SEC reporting company. Professional fees such as auditor fees of $24,500 and consulting fees of $13,500 for
the years ended December 31, 2024 decreased compared to the same period in 2023 due to re-audit of prior period financial statements
**
*Net Loss*
We had a net loss of $32,877 for the year ended December 31, 2024 compared
to $53,931 for the year ended December 31, 2023.
**Capital Resources and Liquidity** - **At
December 31, 2024 and 2023**
*Cash Used in Operating Activities*
For the years ended December 31, 2024 and 2023,
the Company had cash used in operating activities in the amount of $37,220 and $26,035, respectively, which were primarily due to net
loss for the year with an decrease in accounts payable and accrued expenses for the year ended December 31. 2024.
| | 7 | | |
*Cash Used in Investing Activities*
For the years ended December 31, 2024 and 2023,
the Company did not have any investing activities.
*Cash Provided by Financing Activities*
For the years ended December 31, 2024 and 2023,
the Company realized cash provided by financing activities in the amount of $37,220 and $26,035, respectively, which consisted of advances
from our CEO for working capital purposes.
As of December 31, 2024 and 2023, we had no cash
balances.
Our auditors have issued a going concern
opinion, meaning that there is substantial doubt if we can continue as an on-going business for the next twelve months unless we obtain
additional capital. No substantial revenues are anticipated until we have implemented our plan of operations.
The Company requires additional funding to meet
its ongoing obligations and to fund anticipated operating losses. Our auditor has expressed substantial doubt about our ability to continue
as a going concern. The ability of the Company to continue as a going concern is dependent on raising capital to fund its initial business
plan and ultimately to attain profitable operations. These financial statements do not include any adjustments relating to the recoverability
and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.
We expect to incur marketing and professional
and administrative expenses as well expenses associated with maintaining our filings with the Commission. We will require additional funds
during this time and will seek to raise the necessary additional capital. If we are unable to obtain additional financing, we may be required
to reduce the scope of our business development activities, which could harm our business plans, financial condition and operating results.
Additional funding may not be available on favorable terms, if at all. The Company intends to continue to fund its business by way of
equity or debt financing and advances from related parties. Any inability to raise capital as needed would have a material adverse effect
on our business, financial condition and results of operations.
If we cannot raise additional funds, we will have
to cease business operations. As a result, investors in the Companys common stock would lose all of their investment.
**Off Balance Sheet Arrangements**
There are no off-balance sheet arrangements currently
contemplated by management or in place that are reasonably likely to have a current or future effect on the business, financial condition,
changes in financial condition, revenue or expenses, result of operations, liquidity, capital expenditures and/or capital resources.
**Recent Accounting Pronouncements**
The Company has implemented all new accounting
pronouncements that are in effect and that may impact its financial statements and 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.
| | 8 | | |
**ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK**
Not applicable to a smaller reporting company
as defined in Rule 12b-2 of the Exchange Act.
****
**ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA**
The full text of the Companys financial
statements for the years ended December 31, 2024 and 2023, begins on page F-1 of this Annual Report on Form 10-K.
**ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURES**
****
|
Dismissal of Independent Registered Public Accounting Firm. | |
On May 3, 2024, the Securities
and Exchange Commission (the Commission) entered an order instituting settled administrative and cease-and-desist proceedings
against Borgers and its sole audit partner, Benjamin F. Borgers CPA, permanently barring Mr. Borgers and Borgers (collectively, BF
Borgers) from appearing or practicing before the Commission as an accountant (the Order). As a result of the Order,
BF Borgers may no longer serve as Eline Entertainment Group, Inc. (the Company) independent registered public accounting
firm, nor can BF Borgers issue any audit reports included in Commission filings or provide consents with respect to audit reports.
In light of the Order,
the Board of Directors of the Company on June 28, 2024, unanimously approved to dismiss BF Borgers as the Companys independent
registered public accounting firm. BF Borgers was dismissed as the Companys independent registered public accounting firm on June
28, 2024.
BF Borgers reports on the financial statements
of the Company as of and for the fiscal years endedDecember 31, 2022 and 2021,did
not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting
principles.
During the fiscal years endedDecember
31, 2022 and 2021, and through June 28, 2024 (the date of BF Borgers dismissal), there were no disagreements with BF Borgers
on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which if not resolved
to BF Borgers satisfaction would have caused it to make reference thereto in connection with its reports on the financial statements
for such year. During the fiscal years endedDecember 31, 2022 and 2021, and through
June 28, 2024, there were no events of the type described in Item 304(a)(1)(v) of Regulation S-K.
In the May 3, 2024 Staff Statement on the
Issuer Disclosure and Reporting Obligations in Light of Rule 102(e) Order Against BF Borgers CPA PC, the Commission advised registrants
that they may indicate in their Commission filing that their prior auditor is no longer permitted to appear or practice before the Commission,
in lieu of including a letter from BF Borgers stating whether it agrees with our disclosures under Item 304 of Regulation S-K. In light
of the Order and the staff statement, we are not requesting BF Borgers to furnish the Company with such letter.
*Engagement of New Independent Registered Public
Accounting Firm.*
Effective June 28, 2024, the Company engaged Beckles
& Co., Inc. (Beckles & Co.) as the Companys new independent registered public accounting firm. The decision
to change accountants was approved by the Companys Board of Directors. The Company does not have an audit committee at this time.
During the two most recent fiscal years ended
December 31, 2023 and December 31, 2022 and during the subsequent interim period from January 1, 2023 through June 28, 2024, neither the
Company nor anyone on its behalf consulted Beckles & Co. regarding either (i) the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Companys financial statements,
and neither a written report nor oral advice was provided to the Company that Beckles & Co. concluded was an important factor considered
by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was either
the subject of a disagreement or a reportable event, each as defined in Regulation S-K Item 304(a)(1)(iv)
and 304(a)(1)(v), respectively.
| | 9 | | |
**ITEM 9A. CONTROLS AND PROCEDURES**
*a) Evaluation of Disclosure Controls and Procedures*
We conducted an evaluation, under the supervision
and with the participation of our management, of the effectiveness of the design and operation of our disclosure controls and procedures.
The term disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange
Act of 1934, as amended (Exchange Act), means controls and other procedures of a company that are designed to ensure that
information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and Exchange Commissions rules and forms. Disclosure
controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed
by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the companys management,
including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow
timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded
that, as of December 31, 2024, our disclosure controls and procedures were not effective at the reasonable assurance level.
*b) Managements 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 our 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 our company are being made
only in accordance with authorization of management and directors of our company; and (iii) provide reasonable assurance regarding prevention
or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial
statements.
Our management, including our principal executive
officer and principal financial officer, assessed the effectiveness of our internal control over financial reporting at December 31, 2024.
In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO) in Internal ControlIntegrated Framework (2013). Based on that assessment under those criteria, management has determined
that, as of December 31, 2024, our internal control over financial reporting was not effective.
Our internal controls are not effective for the
following reasons: (1) lack of a functioning audit committee and lack of a majority of outside directors on the Companys board
of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2)
inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and
financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls
over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by the Companys
Chief Financial Officer in connection with the review of our financial statements as of December 31, 2024 and communicated the matters
to our management.
**
Management believes that the material weaknesses
set forth in items (2), (3) and (4) above did not have an effect on the Companys financial results. However, management believes
that the lack of a functioning audit committee and lack of a majority of outside directors on the Companys board of directors,
resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures can result in the
Companys determination to its financial statements for the future years.
| | 10 | | |
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.
Pursuant to Regulation S-K Item 308(b), this Annual
Report on Form 10-K does not include an attestation report of our companys registered public accounting firm regarding internal
control over financial reporting.
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 systems 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.
*c) Changes in Internal Control over Financial
Reporting*
During the year ended December 31, 2024, there
were no other changes in our internal controls over financial reporting, which were identified in connection with our managements
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 material effect on our internal control over financial reporting.
**ITEM 9B. OTHER INFORMATION**
During the quarter ended December 31, 2024, no
director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is
defined in Item 408(a) of Regulation S-K.
**ITEM 9C. Disclosure Regarding
Foreign Jurisdictions that Prevent Inspections**
Not Applicable.
| | 11 | | |
****
**PART III**
**ITEM 10. DIRECTORS, EXECUTIVE OFFICERS
AND CORPORATE GOVERNANCE**
Our executive officers and director are as follows:
|
Name |
|
Age |
|
Position | |
|
Chi Ching Hung |
|
55 |
|
Chairwoman and director | |
|
Shing Hei Lee |
|
31 |
|
CEO, CFO, President, Treasurer, Director | |
|
Timothy Chee Yau Lam |
|
39 |
|
Secretary | |
**Chi Ching Hung**
Ms. Hung specializes in capital operation, asset
management, business management, and project mergers and acquisitions, etc. She held positions as Chairman of the Board of Directors of
and Chief Executive Officer of various Hong Kong-listed companies. In 2003, she obtained her bachelor degree in business administration
from James Cook University in Australia and a Ph.D. from International American University. Since 1997, Ms. Hung founded Hong's Asset
Management Co., Ltd., whose main business involves real estate, jewelry, investment, finance, funds, health drinks, energy, telecommunications,
etc. which invested in a smart home technology company and led its launch into the market.
****
**Shing Hei Lee**
Mr. Lee, has extensive knowledge in finance, economics
and capital markets. From April 2018 to present, Mr. Lee has acted as a representative and equity capital markets associate at Head &
Shoulders Securities Limited in Hong Kong, with a primary focus on negotiating and originating IPOs, follow-on equity offering deals and
client introduction for brokerage services.Mr. Lee has managed and executed over 50 capital markets deals, including IPO placements,
follow-on offering placements, and private equity transactions at Head & Shoulders Securities Limited. Mr. Lee holds a Masters of
Arts, with honors, in Economics with Finance obtained from The University of Edinburgh in 2017.
****
**Timothy Chee Yau Lam**
Mr. Lam was admitted as a lawyer in New South
Wales, Australia in 2007. He is also admitted and a qualified lawyer in New Zealand and Hong Kong. Since 2019, he has been a Partner in
a Hong Kong law firm and has experience across multiple jurisdictions including USA, Hong Kong, Australia, China, New Zealand, Thailand,
Cayman Islands and the BVI. Timothy has worked in both domestic and international firms in Australia and Hong Kong.
Timothy has a Bachelors in Arts (Philosophy),
Bachelors in Law, Masters in Law (Corporate and Finance), Masters in Industrial Property, Masters in Applied Law (Commercial Litigation),
Masters in Strategic Public Relations, Masters in Buddhist Studies and a Masters in Buddhist Counselling.
Timothy has advised and acted for multiple listed
companies in Hong Kong and Australia. He has also advised listed company board members on their obligations and has also advised high
level corporate and governmental staff as to their duties in their roles.
Timothy is a Member of the Hong Kong Law Society,
a Member of the NSW Law Society, a Governor to the Board of the Childrens Cancer Foundation and a Fellow of the Hong Kong Institute
of Directors. He has acted on multiple boards in private companies in Australia and Hong Kong.
| | 12 | | |
**Director Independence**
Our board of directors is currently composed of
two members who do not qualify as independent directors in accordance with the published listing requirements of the NASDAQ Global Market.
The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least
three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business
dealings with us. In addition, our board of directors has not made a subjective determination as to each director that no relationship
exists which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the
responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made
these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard
to each directors business and personal activities and relationships as they may relate to us and our management.
****
****
**Insider Trading Policy**
****
We do not maintain insider trading policies and
procedures governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, and employees that we
believe are reasonably designed to promote compliance with insider trading laws, rules, and regulations applicable to us. We have failed
to do so due to limited number of members of management, limited resources, and the lack of equity awards granted to management. We intend
to adopt an insider trading policy by the end of 2025.
****
**Involvement in Legal Proceedings**
To our knowledge, there have been no material
legal proceedings during the last ten years that would require disclosure under the federal securities laws that are material to an evaluation
of the ability or integrity of any of our directors or executive officers.
**Potential Conflicts of Interest**
****
We are not aware of any current or potential conflicts
of interest with our directors or executive officers, other business interests and their involvement with the Company
**ITEM 11. EXECUTIVE COMPENSATION**
For each of the years ended December 31, 2024,
and 2023 there was no direct compensation awarded to, earned by, or paid by us to any of our executive officers and directors.
**Employment Contracts**
The Company has not entered into any employment
agreements with its officer and director.
**Stock Awards Plan**
The Company has not adopted a Stock Awards Plan,
but may do so in the future. The terms of any such plan have not been determined.
**Director Compensation**
The Board of Directors of the Company has not
adopted a stock option plan. The Company has no plans to adopt it but may choose to do so in the future. If such a plan is adopted, this
may be administered by the board or a committee appointed by the board (the Committee). The committee would have the power
to modify, extend or renew outstanding options and to authorize the grant of new options in substitution therefore, provided that any
such action may not impair any rights under any option previously granted. The Company may develop an incentive-based stock option plan
for its officers and directors and may reserve up to 10% of its outstanding shares of common stock for that purpose.
| | 13 | | |
**Board Committees**
We have not formed an Audit Committee, Compensation
Committee or Nominating and Corporate Governance Committee as of the filing of this Annual Report. Our Board of Directors performs the
principal functions of an Audit Committee. We currently do not have an audit committee financial expert on our Board of Directors. We
believe that an audit committee financial expert is not required because the cost of hiring an audit committee financial expert to act
as one of our directors and to be a member of an Audit Committee outweighs the benefits of having an audit committee financial expert
at this time.
**ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS**
The following table sets forth certain information
with respect to the beneficial ownership of our voting securities by (i) each director and named executive officer, (ii) all executive
officers and directors as a group; and (iii) each shareholder known to be the beneficial owner of 5% or more of the outstanding common
stock of the Company as of December 31, 2024.
Beneficial ownership is determined in accordance
with the rules of the SEC. Generally, a person is considered to beneficially own securities: (i) over which such person, directly or indirectly,
exercises sole or shared voting or investment power, and (ii) of which such person has the right to acquire beneficial ownership at any
time within 60 days (such as through exercise of stock options or warrants). For purposes of computing the percentage of outstanding shares
held by each person or group of persons, any shares that such person or persons has the right to acquire within 60 days of December 31,
2024 are deemed to be outstanding, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other
person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership.
|
| |
Amount and Nature of Beneficial Ownership Common Stock (2) | | |
|
Name and Address of Beneficial Owner (1) | |
Number of Shares Beneficially Owned | | |
Percentage Ownership of Shares of Common Stock | | |
|
Chi Ching Hung | |
| 250,000,000 | | |
| 2.932% | | |
|
Shing Hei Lee | |
| 0 | | |
| 0% | | |
|
| |
Amount and Nature of Beneficial Ownership Preferred Stock (3) | | |
|
Name and Address of Beneficial Owner (1) | |
Number of Shares Beneficially Owned | | |
Percentage Ownership of Shares of Common Stock | | |
|
Chi Ching Hung | |
| 1 | | |
| 100% | | |
|
(1) |
Except as otherwise set forth above, the address of each beneficial owner is c/o Eline Entertainment Group, Inc., 1107, Lippo Centre Tower 1, 89 Queensway, Admiralty, Hong Kong | |
|
|
| |
|
(2) |
Based on 8,524,529,727 shares of common stock issued and outstanding as of December 31, 2024. | |
|
|
| |
|
(3) |
Based on 1 shares of preferred stock issued and outstanding as of December 31, 2024. | |
| | 14 | | |
**ITEM 13. 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 or Rhonda
Keaveney is considered a promoter(s) under the meaning of Securities Act Rule 405. Small
Cap Compliance, LLC (SCC) is a shareholder in the Company and Rhonda Keaveney is the sole member of SCC. Ms. Keaveney
was appointed custodian of the Company and under its duties stipulated by the Nevada court where she took initiative to organize the business
of the issuer. As custodian, her 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, Ms. Rhonda was compensated for his 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
was discharged accordingly.
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.
Ms. Chi Ching Hung is considered to be control
person of the Company as of November 7, 2022. Ms. Hung purchased 250,000,000 shares of the Companys Restricted Common Stock and
1 share of Convertible Series D Preferred Stock. These shares represent the controlling block
of stock and were purchased from Small Cap Compliance, LLC for $250,000.
**Transactions with Related Persons**
****
Ms. Chi Ching Hung, majority shareholder and a
director the Company, have advanced working capital to pay expenses of the Company. The advances are due on demand and non-interest bearing.
The outstanding amount due to related parties was $65,756 and $28,536 as of December 31, 2024 and 2023.
The Company issued 10,000,000 shares of restricted
common stock and 1 share of Convertible Preferred D Series Stock to Ms. Keaveney in the name of Small Cap Compliance, LLC, for expense
reimbursement and services compensation in the amount of $18,713 as custodian of the Company.
| | 15 | | |
**ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.**
**Independent Auditors Fees**
The following table represents fees billed for
each of the years ended December 31, 2024 and 2023, for professional audit services rendered by our independent registered public accounting
firm:
|
| |
December 31, 2024 | | |
December 31, 2023 | | |
|
| |
| | |
| | |
|
Audit fees | |
$ | 20,500 | | |
$ | 20,000 | | |
|
Audit-related fees | |
| | | |
| | | |
|
Tax fees | |
| | | |
| | | |
|
All other fees | |
| | | |
| | | |
|
Total | |
$ | 20,500 | | |
$ | 20,000 | | |
|
|
(1) |
Audit Fees consist of the aggregate fees billed for professional services rendered for the audit of our annual financial statements and the reviews of the financial statements included in our Forms 10-Q and for any other services that were normally provided in connection with our statutory and regulatory filings or engagements. | |
|
|
(2) |
Audit-related fees consist of fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements. | |
|
|
(3) |
Tax fees consist of fees for professional services rendered for tax compliance, tax advice and tax planning. | |
|
|
(4) |
All other fees consist of fees for products and services provided, other than for the services reported under the headings Audit Fees, Audit Related Fees and Tax Fees. The Company has adopted a policy regarding the services of its independent auditors under which our independent accounting firm is not allowed to perform any service which may have the effect of jeopardizing the registered public accountants independence. Without limiting the foregoing, the independent accounting firm shall not be retained to perform the following: | |
|
|
|
Bookkeeping or other services related to the accounting records or financial statements | |
|
|
|
Financial information systems design and implementation | |
|
|
|
Appraisal or valuation services, fairness opinions or contribution-in-kind reports | |
|
|
|
Actuarial services | |
|
|
|
Internal audit outsourcing services | |
|
|
|
Management functions | |
|
|
|
Broker-dealer, investment adviser or investment banking services | |
|
|
|
Legal services | |
|
|
|
Expert services unrelated to the audit | |
**Pre-Approval Policies and Procedures**
****
The SEC requires that before our independent registered
public accounting firm is engaged by us to render any auditing or permitted non-audit related service, the engagement be either: (i) approved
by our Audit Committee or (ii) entered into pursuant to pre-approval policies and procedures established by the Audit Committee, provided
that the policies and procedures are detailed as to the particular service, the Audit Committee is informed of each service, and such
policies and procedures do not include delegation of the Audit Committees responsibilities to management.
We do not have an Audit Committee. Our Board pre-approves
all services provided by our independent registered public accounting firm.
| | 16 | | |
****
**PART IV**
**ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES**
Please see the Exhibit Index, which
is incorporated herein by reference, following the signature page for a list of our exhibits.
****
**ITEM 16. 10-K SUMMARY**
As permitted, the registrant has elected not to
supply a summary of information required by Form 10-K.
**EXHIBIT INDEX**
|
3.1 |
|
Articles of Domestication* | |
|
|
|
| |
|
3.2 |
|
By-Laws of Eline Entertainment Group, Inc.* | |
|
|
|
| |
|
3.3 |
|
Articles of Conversion for Eline Entertainment Group, Inc. filed May 24, 2017* | |
|
|
|
| |
|
3.4 |
|
Articles of Amendment for Eline Entertainment Group, Inc. filed May 24, 2022* | |
|
|
|
| |
|
10.1 |
|
Court
Custodial Orders to Appoint and Discharge Custodianship
| |
|
10.2 |
|
Custodianships
for Colorado, Wyoming, and Florida*
| |
|
10.3 |
|
Stock Purchase Agreement, between the Small Cap Compliance, LLC and Chi Ching Hung dated November 7, 2022. | |
|
|
|
| |
|
31.1 |
|
Certification of Chief Executive Officer pursuant to Rule 13(a)-14(a)/15(d)-14(a) of the Securities Act of 1934 | |
|
|
|
| |
|
31.2 |
|
Certification of Chief Financial Officer pursuant to Rule 13(a)-14(a)/15(d)-14(a) of the Securities Act of 1934 | |
|
|
|
| |
|
32.1 |
|
Certification of Chief Executive Officer Executive Officer under Section 1350 as Adopted pursuant Section 906 of the Sarbanes-Oxley Act of 2002 | |
|
|
|
| |
|
32.2 |
|
Certification of Chief Financial Officer under Section 1350 as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
|
|
|
| |
|
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) | |
| | 17 | | |
****
**SIGNATURES**
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
Eline Entertainment Group, Inc. | |
|
|
(Registrant) | |
|
|
|
| |
|
Date: April 15, 2025 |
By: |
/s/ Shing Hei Lee | |
|
|
|
Shing Hei Lee | |
|
|
|
Chief Executive Officer | |
|
|
|
Chief Financial Officer | |
****
| | 18 | | |
****
**Eline Entertainment Group, Inc.**
**Index to Financial Statements**
|
Report of Independent Registered Public Accounting Firm (PCAOB ID: 7116) |
F-2 | |
|
Balance Sheets as of December 31,
2024 and 2023 |
F-4 | |
|
Statements of Operations for the years
ended December 31, 2024 and 2023 |
F-5 | |
|
Statements of Stockholders Deficit
for the years ended December 31, 2024 and 2023 |
F-6 | |
|
Statements of Cash Flows for the years
ended December 31, 2024 and 2023 |
F-7 | |
|
Notes to Financial Statements |
F-8 | |
****
****
****
| | F-1 | | |
*
**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, 2024 and 2023, the related statements of operations, stockholders' 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, 2024 and 2023,
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 Companys
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 2 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 2. 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 Companys
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.
****
****
****
****
400 Columbia Drive, Suite 101
West Palm Beach, FL 33409
Ph. 561 689-4093
Fax: 954 827-0968
****
****
| | F-2 | | |
****
****
****
****
**Critical Audit Matters**
The critical audit matters communicated below 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. The communication of critical audit matters does not alter in any way our opinion on the financial statements,
taken as a whole10, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical
audit matters or on the accounts or disclosures to which they relate.
No matters identified in the audit were considered
to be critical audit matters.
/S/ Beckles & Co
**Beckles & Co. Inc. (PCAOB ID 7116)**
We have served as the Company's auditor since
2024
West Palm Beach, FL
April 15, 2025
****
****
| | F-3 | | |
****
****
****
**Eline Entertainment Group, Inc.**
**BALANCE SHEETS**
|
| |
December 31, | | |
December 31, | | |
|
| |
2024 | | |
2023 | | |
|
Assets | |
| | | |
| | | |
|
Current Assets | |
| | | |
| | | |
|
Cash | |
$ | | | |
$ | | | |
|
Total Current Assets | |
| | | |
| | | |
|
Total Assets | |
$ | | | |
$ | | | |
|
| |
| | | |
| | | |
|
Liabilities and Stockholders' Deficit | |
| | | |
| | | |
|
Current Liabilities | |
| | | |
| | | |
|
Accounts payable and accrued expenses | |
$ | 23,553 | | |
$ | 27,896 | | |
|
Due to related party | |
| 65,756 | | |
| 28,536 | | |
|
Total Current Liabilities | |
| 89,309 | | |
| 56,432 | | |
|
Total Liabilities | |
| 89,309 | | |
| 56,432 | | |
|
| |
| | | |
| | | |
|
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 | |
| (15,179,998 | ) | |
| (15,147,121 | ) | |
|
Total Stockholders' Deficit | |
| (89,309 | ) | |
| (56,432 | ) | |
|
Total Liabilities and Stockholders' Deficit | |
$ | | | |
$ | | | |
****
****
See accompanying notes to audited financial statements*
****
****
| | F-4 | | |
****
**Eline Entertainment Group, Inc.**
**STATEMENTS OF OPERATIONS**
|
| |
|
|
|
|
|
| | |
|
| |
For The Years Ended | | |
|
| |
December 31, | | |
December 31, | | |
|
| |
2024 | | |
2023 | | |
|
Revenues | |
$ | | | |
$ | | | |
|
| |
| | | |
| | | |
|
Operating expenses | |
| | | |
| | | |
|
Professional fees | |
| 34,000 | | |
| 50,750 | | |
|
Other general & administrative expense | |
| 1,627 | | |
| 3,181 | | |
|
Total operating expenses | |
| 35,627 | | |
| 53,931 | | |
|
Loss from operations | |
| (35,627 | ) | |
| (53,931 | ) | |
|
| |
| | | |
| | | |
|
Other Income | |
| | | |
| | | |
|
Other income | |
| 2,750 | | |
| | | |
|
Total other income | |
| 2,750 | | |
| | | |
|
| |
| | | |
| | | |
|
Net loss before income tax | |
| (32,877 | ) | |
| (53,931 | ) | |
|
Income tax expense | |
| | | |
| | | |
|
Net loss | |
$ | (32,877 | ) | |
$ | (53,931 | ) | |
|
| |
| | | |
| | | |
|
Loss per Share - Basic and Diluted | |
$ | (0.000 | ) | |
$ | (0.000 | ) | |
|
Weighted Average Shares Outstanding - Basic and Diluted | |
| 8,524,529,727 | | |
| 8,524,529,727 | | |
*See accompanying
notes to audited financial statements*
**
****
****
| | F-5 | | |
****
**Eline Entertainment Group, Inc.**
**STATEMENTS OF STOCKHOLDERS' DEFICIT**
**For the Years Ended December 31, 2024 and 2023**
|
| |
|
|
|
|
|
| | |
|
|
|
|
|
| | |
| | |
| | |
| | |
|
| |
Preferred
Stock, Series
D | | |
Common Stock | | |
| | |
| | |
| | |
|
| |
Shares | | |
Par Value,
$0.001 | | |
Shares | | |
Par Value, $0.001 | | |
Additional paid-in capital | | |
Accumulated loss | | |
Total Stockholders' Deficit | | |
|
Balance, December 31, 2022 | |
| 1 | | |
$ | | | |
| 8,524,529,727 | | |
$ | 8,524,530 | | |
$ | 6,566,159 | | |
$ | (15,093,190 | ) | |
$ | (2,501 | ) | |
|
Net loss | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (53,931 | ) | |
| (53,931 | ) | |
|
Balance, December 31, 2023 | |
| 1 | | |
$ | | | |
| 8,524,529,727 | | |
$ | 8,524,530 | | |
$ | 6,566,159 | | |
$ | (15,147,121 | ) | |
$ | (56,432 | ) | |
|
Net loss | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (32,877 | ) | |
| (32,877 | ) | |
|
Balance, December 31, 2024 | |
| 1 | | |
$ | | | |
| 8,524,529,727 | | |
$ | 8,524,530 | | |
$ | 6,566,159 | | |
$ | (15,179,998 | ) | |
$ | (89,309 | ) | |
*See accompanying
notes to audited financial statements*
****
****
| | F-6 | | |
****
**Eline Entertainment Group, Inc.**
**STATEMENTS OF CASH FLOWS**
|
| |
|
|
|
|
|
| | |
|
| |
For The Years Ended | | |
|
| |
December 31, | | |
December 31, | | |
|
| |
2024 | | |
2023 | | |
|
Cash Flows from Operating Activities | |
| | | |
| | | |
|
Net loss | |
$ | (32,877 | ) | |
$ | (53,931 | ) | |
|
Adjustment to reconcile Net loss from operations: | |
| | | |
| | | |
|
Depreciation & Amortization expense | |
| | | |
| | | |
|
Changes in operating assets and liabilities | |
| | | |
| | | |
|
Accounts payable and accrued expenses | |
| (4,343 | ) | |
| 27,896 | | |
|
Net Cash Used in Operating Activities | |
| (37,220 | ) | |
| (26,035 | ) | |
|
| |
| | | |
| | | |
|
Cash Flows from Financing Activities | |
| | | |
| | | |
|
Proceeds from related party payables | |
| 37,220 | | |
| 26,035 | | |
|
Net Cash Provided by Financing Activities | |
| 37,220 | | |
| 26,035 | | |
|
| |
| | | |
| | | |
|
Net Increase (Decrease) in Cash | |
| | | |
| | | |
|
Cash at Beginning of Period | |
| | | |
| | | |
|
Cash at End of Period | |
$ | | | |
$ | | | |
|
| |
| | | |
| | | |
|
Supplemental Cash Flow Information: | |
| | | |
| | | |
|
Income Taxes Paid | |
$ | | | |
$ | | | |
|
Interest Paid | |
$ | | | |
$ | | | |
*See accompanying notes to audited financial statements*
****
****
****
****
****
| | F-7 | | |
****
**ELINE ENTERTAINMENT GROUP, INC.**
**Notes to the Financial Statements**
**As of and for the years December 31, 2024 and
2023**
**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 Companys 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 EEGIs 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 companys charter, and abandonment of the business.
The Custodian appointed Rhonda Keaveney as sole officer and director. The Custodian attempted to contact the Companys 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 Companys 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.
| | F-8 | | |
The Companys significant estimates include 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 December 31, 2024
and 2023.
*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 8251015, 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 Companys 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 Companys consolidated financial
position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect
the Companys business, financial position, and results of operations or cash flows.
| | F-9 | | |
*Net
Loss Per Common Share*
Net loss per common share is computed pursuant
to section 260-10-45 of the FASB Accounting Standards Codification. Basic net 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 loss per common share is computed
by dividing net 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 $15,179,998 as of December 31, 2024. The Company requires
capital for its contemplated operational and marketing activities. The Companys ability to raise additional capital through the
future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Companys
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 Companys
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 8,524,529,727 shares were issued and outstanding as of December 31, 2024 and 2023, 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.
| | F-10 | | |
*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 December 31, 2024 and 2023, 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 share of Convertible Preferred
D Series Stock issued and outstanding as of December 31, 2024 and 2023, 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.
The Company owes Ms. Chi Ching Hung,
director of the Company, $65,756
and $28,536
as of December 31, 2024 and 2023, respectively, for expenses paid on behalf of the Company. During the years ended December 31, 2024 and 2023, expenses paid on
behalf of the Company by Ms. Hung totaled $37,220 and $26,035, respectively.
The amounts owed are non-interest bearing without
maturity date, and are due on demand.
**NOTE 6 INCOME TAX**
The Company follows ASC 740. Deferred income taxes reflect the net
effect of (a) temporary difference between carrying amounts of assets and liabilities for financial purposes and the amounts used for
income tax reporting purposes, and (b) net operating loss carry-forwards. No net provision for refundable Federal income tax has been
made in the accompanying statement of loss because no recoverable taxes were paid previously. Similarly, no deferred tax asset attributable
to the net operating loss carry-forward has been recognized, as it is not deemed likely to be realized.
As of December 31, 2024, the Company had net operating loss carryforwards
that may be available to offset future taxable income. The utilization of these NOLs may become subject to limitations based on past and
future changes in ownership of the Company pursuant to Internal Revenue Code Section 382.
The Company recognizes interest and penalties related to uncertain
tax positions in general and administrative expense. As of December 31, 2024 and 2023 the Company has no unrecognized uncertain tax positions,
including interest and penalties.
**NOTE 7 SUBSEQUENT EVENTS**
In accordance with ASC 855-10, the Company has
performed an evaluation of subsequent events through April 15, 2025 the date the financial statements were available to be issuedand has determined that it does not have any material subsequent events
to disclose or require adjustments in these financial statements.
| | F-11 | | |