EEGI 10-Q
Eline Entertainment Group, Inc. (EEGI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
or
For the transition period from _____to_____
Commission File Number:
(Exact name of registrant as specified in its charter)
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(State of other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act: Common Stock, Par Value $0.001
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.
Indicate by check mark whether the registrant has
submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of
this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| ☒ | Smaller reporting company | |||
| Emerging growth company |
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act).
As of August 14, 2026, there were shares outstanding of the registrant’s Common Stock.
ELINE ENTERTAINMENT GROUP, INC.
TABLE OF CONTENTS
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Eline Entertainment Group, Inc.
CONDENSED BALANCE SHEETS
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Total Current Assets | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders' Deficit | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Due to related party | ||||||||
| Total Current Liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitment & contingencies | ||||||||
| Stockholders' Deficit | ||||||||
| Convertible Preferred stock Series D, $ par value, shares authorized; share issued and outstanding, respectively | ||||||||
| Common Stock, $ par value; shares authorized, and shares issued and outstanding, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated loss | ( | ) | ( | ) | ||||
| Total Stockholders' Deficit | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders' Deficit | $ | $ | ||||||
See accompanying notes to unaudited financial statements
| 3 |
Eline Entertainment Group, Inc.
CONDENSED STATEMENTS OF OPERATIONS
Unaudited
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | June 30, | June 30, | |||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Operating expenses | ||||||||||||||||
| Professional fees | ||||||||||||||||
| Other general & administrative expense | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other Income (Expenses) | ||||||||||||||||
| Interest income (expense) | ||||||||||||||||
| Total other income (expenses) | ||||||||||||||||
| Net loss before income tax | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income tax expense | ||||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Earnings (Loss) per Share - Basic and Diluted | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Weighted Average Shares Outstanding - Basic and Diluted | ||||||||||||||||
See accompanying notes to unaudited financial statements
| 4 |
Eline Entertainment Group, Inc.
CONDENSED STATEMENTS OF STOCKHOLDERS' DEFICIT
For the Six Months Ended June 30, 2026 and 2025
Unaudited
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, 2024 | $ | | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
| Net income | – | – | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, March 31, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Net loss | – | – | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Net loss | – | – | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, March 31, 2026 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Net loss | – | – | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
See accompanying notes to unaudited financial statements
| 5 |
Eline Entertainment Group, Inc.
CONDENSED STATEMENTS OF CASH FLOWS
Unaudited
| Six Months Ended | ||||||||
| June 30, | June 30, | |||||||
| 2026 | 2025 | |||||||
| Cash Flows from Operating Activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustment to reconcile Net loss from operations: | ||||||||
| Depreciation & Amortization expense | ||||||||
| Changes in operating assets and liabilities | ||||||||
| Accounts payable and accrued expenses | ( | ) | ( | ) | ||||
| Net Cash Used in Operating Activities | ( | ) | ( | ) | ||||
| Cash Flows from Financing Activities | ||||||||
| Proceeds from related party payables | ||||||||
| Net Cash Provided by Financing Activities | ||||||||
| 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 unaudited financial statements
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ELINE ENTERTAINMENT GROUP, INC.
Notes to the Condensed Financial Statements
As of and for the six months ended June 30, 2026 and 2025
(Unaudited)
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
Eline Entertainment Group, Inc. (OTC “EEGI”) was incorporated under the laws of the State of Nevada on June 12, 1997, as Rapid Retrieval Systems, Inc. On April 25, 2001, the Company filed an amendment to its Articles of Incorporation and changed its name to Eline Entertainment Group, Inc. In 2017, the Company converted out of the State of Nevada and domiciled in the State of Wyoming.
Eline Entertainment Group, Inc., Inc. operated as food service business specializing in sports and entertainment production and distribution. The business operations for Eline Entertainment Group, Inc. were abandoned by former management and a custodianship action, as described in the subsequent paragraph, was commenced in 2022.
On May 11, 2022, the First Judicial District Court of Laramie, Wyoming granted the Application for Appointment of Custodian as a result of the absence of a functioning board of directors and the revocation of the Company’s charter. The order appointed Rhonda Keaveney (the “Custodian”) custodian with the right to appoint officers and directors, negotiate and compromise debt, execute contracts, issue stock, and authorize new classes of stock. This application was for the purpose of reinstating EEGI’s corporate charter to do business and restoring value to the Company for the benefit of the stockholders.
The court awarded custodianship to the Custodian based on the absence of a functioning board of directors, revocation of the company’s charter, and abandonment of the business. The Custodian appointed Rhonda Keaveney as sole officer and director. The Custodian attempted to contact the Company’s officers and directors through letters, emails, and phone calls, with no success.
On November 7, 2022, a change of control occurred with respect to the Company, along with a new board of directors and management, to better reflect its new business direction.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Interim Financial Statements
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) applicable to interim financial information and the requirements of Form 10-Q and Rule 8-03 of Regulation S-X of the Securities and Exchange Commission. Accordingly, they do not include all of the information and disclosure required by accounting principles generally accepted in the United States of America for complete financial statements. Interim results are not necessarily indicative of results for a full year. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial position and the results of operations and cash flows for the interim periods have been included. These interim financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2025. Not all disclosures required by generally accepted accounting principles for annual financial statements are presented. The interim financial statements follow the same accounting policies and methods of computations as the audited financial statements for the year ended December 31, 2025.
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Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
The Company’s significant estimates include 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 six months or less when acquired to be cash equivalents. There were no cash equivalents as of June 30, 2026 and December 31, 2025.
Related parties
The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.
Pursuant to Section 850-10-20 the Related parties include a) affiliates of the Company; b) Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
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Commitments and contingencies
The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.
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.
For the six months ended June 30, 2026 and 2025, the Company excluded potential common shares (issuable upon the conversion of 1,000 shares of Series D Preferred Stock at a 1,000-to-1 conversion ratio) from the computation of diluted net loss per share. These potential common shares, which are evaluated for dilution using the if-converted method, were excluded because their inclusion would be anti-dilutive due to the net loss incurred by the Company during both periods presented.
Recent Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This standard requires enhanced transparency regarding income tax information, primarily through a disaggregated tabular effective tax rate reconciliation and expanded disclosures about income taxes paid. For public business entities, the standard is effective for annual periods beginning after December 15, 2024, and for all other entities, it is effective for annual periods beginning after December 15, 2025. The Company is evaluating the impact of this guidance; however, given the Company’s lack of operations, history of net losses, and full valuation allowance on its deferred tax assets, management does not expect the adoption of this standard to have a material impact on its financial statements or related disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). This standard requires public business entities to disclose specific categories of underlying costs (such as employee compensation, depreciation, inventory purchases, and intangible asset amortization) that are included within expense captions presented on the face of the income statement. In January 2025, the FASB issued ASU 2025-01 to clarify that the guidance is effective for annual reporting periods beginning after December 15, 2026, and for interim reporting periods within annual periods beginning after December 15, 2027. Early adoption is permitted. The Company does not expect the adoption of this standard to have a material impact on its financial condition, results of operations, or disclosures, as the Company currently has no operations and minimal disagreeable expenses.
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.
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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 deficit of $
Because the success of these capital-raising efforts depends on future market conditions and investor interest, management cannot conclude that it is probable these plans will be effectively implemented within the required one-year timeframe. Accordingly, management has concluded that the substantial doubt about the Company's ability to continue as a going concern is not alleviated.
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 shares of Common stock authorized, of which shares were issued and outstanding as of June 30, 2026 and December 31, 2025, respectively.
On November 7, 2022, the Company issued shares of common stock at $0.001 per share to the new director and management team.
On May 22, 2022, the Company issued share of Convertible
Preferred D Series Stock and shares of restricted common stock to Small Cap Compliance, LLC as compensation of $
Preferred Stock
The Company has shares of Preferred stock authorized, of which shares are designated as Convertible Series C Preferred; and shares are designated as Convertible Series D Preferred.
On May 24, 2022, the Company filed Articles of Amendment, with the State of Wyoming, increasing its authorized Preferred Stock from 5,000,000 shares to 10,000,000 shares. In addition, the Company designated 1,000,000 shares of the Preferred Stock as Convertible Series D Preferred Stock, par value $0.001.
Convertible Series C Preferred Stock
The Company has shares of Convertible Preferred C Series Stock issued and outstanding as of June 30, 2026 and December 31, 2025, respectively.
Convertible Series D Preferred Stock
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The Company has share of Convertible Preferred D Series Stock issued and outstanding as of June 30, 2026 and December 31, 2025, respectively.
Refer to Note 5 for preferred stock issued to related party.
NOTE 5 – RELATED PARTY TRANSACTIONS
In May 2022, the Company issued share of Convertible
Preferred D Series Stock and shares of Common stock to Ms. Keaveney in the name of Small Cap Compliance, LLC, for expense reimbursement
and services in the amount of $
The Company owes Ms. Chi Ching Hung, director of the
Company, $
The amounts owed are non-interest bearing without maturity date, and are due on demand.
NOTE 6 – SEGMENT REPORTING
The Company adopted ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, and applied the amendments retrospectively to all prior periods presented.
The Company operates in a operating and reportable segment. The Company’s Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer, who reviews financial information for the purposes of allocating resources and assessing the financial performance of the Company’s activities.
The segment information, including significant segment expenses, regularly provided to the CODM as follows:
| Schedule of significant segment expenses | ||||||||
| Six Months Ended | ||||||||
| June 30, | June 30, | |||||||
| 2026 | 2025 | |||||||
| Total segment revenues | $ | $ | ||||||
| Significant Segment Expenses: | ||||||||
| Professional fees | ||||||||
| Other general & administrative expense | ||||||||
| Other segment items | ||||||||
| Total segment operating loss | $ | ( | ) | $ | ( | ) | ||
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Total segment assets | $ | $ | ||||||
NOTE 7 – SUBSEQUENT EVENTS
In accordance with ASC 855-10, the Company has performed an evaluation of subsequent events through August 14, 2026 the date the financial statements were available to be issued and has determined that it does not have any material subsequent events to disclose or require adjustments in these financial statements.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following management’s discussion and analysis (“MD&A”) should be read in conjunction with financial statements of Eline Entertainment Group, Inc. for the six months ended June 30, 2026 and 2025, and the notes thereto.
Safe Harbor for Forward-Looking Statements
Certain statements included in this MD&A constitute forward-looking statements, including those identified by the expressions anticipate, believe, plan, estimate, expect, intend, and similar expressions to the extent they relate to Eline Entertainment Group, Inc. or its management. These forward-looking statements are not facts, promises, or guarantees; rather, they reflect current expectations regarding future results or events. These forward-looking statements are subject to risks and uncertainties that could cause actual results, activities, performance, or events to differ materially from current expectations. These include risks related to revenue growth, operating results, industry, products, and litigation, as well as the matters discussed in Eline Entertainment Group, Inc’s MD&A. Readers should not place undue reliance on any such forward-looking statements. Eline Entertainment Group, Inc disclaims any obligation to publicly update or to revise any such statements to reflect any change in the Company’s expectations or in events, conditions, or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.
Eline Entertainment Group, Inc, Inc. is a blank check company and has no operations. Our business plan includes acquisitions of operating companies. In summary, EEGI is focused on raising capital for its business plan. As of this filing, we have not raised any capital and our business is not yet operational.
Results of Operations
The financial statements appearing elsewhere in this report have been prepared assuming the Company will continue as a going concern. The Company was recently formed and has not established sufficient operations or revenues to sustain the Company. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
The following table sets forth key components of our results of operations for the three months ended June 30, 2026 and 2025.
| Three Months Ended | ||||||||||||||||
| June 30, | ||||||||||||||||
| 2026 | 2025 | $ Changed | % Changed | |||||||||||||
| Revenues, net | $ | – | $ | – | – | – | ||||||||||
| Cost of sales | – | – | – | – | ||||||||||||
| Gross Margin | – | – | – | – | ||||||||||||
| Gross Margin % | – | – | – | – | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Selling, general and administrative | 7,917 | 13,822 | (5,905 | ) | (42.7% | ) | ||||||||||
| Total operating expenses | 7,917 | 13,822 | (5,905 | ) | (42.7% | ) | ||||||||||
| Total other (expenses) income | – | – | – | – | ||||||||||||
| Income tax expenses (benefits) | – | – | – | – | ||||||||||||
| Net income (loss) | $ | (7,917 | ) | $ | (13,822 | ) | 5,905 | (42.7% | ) | |||||||
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The following table sets forth key components of our results of operations for the six months ended June 30, 2026 and 2025.
| Six Months Ended | ||||||||||||||||
| June 30, | ||||||||||||||||
| 2026 | 2025 | $ Changed | % Changed | |||||||||||||
| Revenues, net | $ | – | $ | – | – | – | ||||||||||
| Cost of sales | – | – | – | – | ||||||||||||
| Gross Margin | – | – | – | – | ||||||||||||
| Gross Margin % | – | – | – | – | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Selling, general and administrative | 14,033 | 22,364 | (8,331 | ) | (37.3% | ) | ||||||||||
| Total operating expenses | 14,033 | 22,364 | (8,331 | ) | (37.3% | ) | ||||||||||
| Total other (expenses) income | – | – | – | – | ||||||||||||
| Income tax expenses (benefits) | – | – | – | – | ||||||||||||
| Net income (loss) | $ | (14,033 | ) | $ | (22,364 | ) | 8,331 | (37.3% | ) | |||||||
To date, the Company has relied on debt and equity raised in private offerings and shareholder loans to finance operations and no other sources of capital has been identified. If we experience a shortfall in operating capital, we could be faced with having to limit our research and development activities.
Three and Six Months Ended June 30, 2026 and 2025
Revenue
For the three and six months ended June 30, 2026 and 2025, the Company had not generated any revenues.
Operating Expenses
Operating expenses for the three months ended June 30, 2026 were $7,917 compared to $13,822 for the three months ended June 30, 2025 which primarily consist of professional fees.
Operating expenses for the six months ended June 30, 2026 were $14,033 compared to $22,364 for the six months ended June 30, 2025 which primarily consist of professional fees.
For the three months ended June 30, 2026, professional fees were $6,000 as compared to $6,000 for the three months ended of June 30, 2025 consistent with the prior year period.
For the six months ended June 30, 2026, professional fees were $12,000 as compared to $12,000 for the six months ended of June 30, 2025 consistent with the prior year period.
Other Income and Expenses
For the three and six months ended June 30, 2026 and 2025, the Company did not have any other income or expenses.
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Net Income (Loss)
For the three months ended June 30, 2026, the Company had a net loss of $7,917 compared to the three months period ended June 30, 2025 of a net loss of $13,822.
For the six months ended June 30, 2026, the Company had a net loss of $14,033 compared to the three months period ended June 30, 2025 of a net loss of $22,364.
The net loss resulted from decrease of operating expenses.
Liquidity and Capital Resources
As of June 30, 2026, we had no cash and a working capital deficit of $148,334 compared to a working capital deficit of $111,673 as of June 30, 2025.
Operating Activities
For six months ended June 30, 2026, the Company had cash used in operating activities in the amount of $18,744 compared to $38,295 in the six months ended June 30, 2025. Net operating loss decreased to $14,033 as compared to net loss of $22,364 for the six months ended June 30, 2025. Accounts payable and accrued expenses at June 30, 2026 was $14,643, decreased by $4,711, as compared to $19,354 at December 31, 2025. The decrease in accounts payable and accrued expenses is related to payments made to outstanding professional fees.
Investing Activities
No investing activities occurred during the six months ended June 30, 2026 and 2025.
Financing Activities
During the six months ended June 30, 2026, the Company received advances from a related party for working capital purposes in the amount of $18,744 as compared to $38,295 for the same period in 2025.
Off-Balance Sheet Arrangements
There are no off-balance sheet arrangements with any party.
Critical Accounting Policies
Our discussion and analysis of results of operations and financial condition are based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We evaluate our estimates on an ongoing basis, including those related to provisions for uncollectible accounts receivable, inventories, valuation of intangible assets and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
The accounting policies that we follow are set forth in Note 2 to our financial statements as included in the SEC report filed. These accounting policies conform to accounting principles generally accepted in the United States and have been consistently applied in the preparation of the financial statements.
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Item 3. Quantitative and Qualitative Disclosures about Market Risk
As a “smaller reporting company,” as defined by Rule 12b-2 of the Exchange Act, we are not required to provide the information in this Item.
Item 4. Controls and Procedures
Disclosure 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 Commission's 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 company's 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 this evaluation, our principal executive and principal financial officers concluded as of June 30, 2026, that our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses in our internal controls over financial reporting discussed immediately below.
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 Company’s 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 Company’s Chief Financial Officer in connection with the review of our financial statements as of June 30, 2026 and communicated the matters to our management.
(b) Management's Report on Internal Control Over Financial Reporting.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Our internal control over financial reporting is a process designed by, or under the supervision of, our CEO and CFO, or persons performing similar functions, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America (GAAP). Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and disposition of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that receipts and expenditures of the Company are being made only in accordance with authorization of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
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Management assessed the effectiveness of the Company’s internal control over financial reporting as of June 30, 2026. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in the 2013 Internal Control-Integrated Framework. Based on its evaluation, management has concluded that the Company’s internal control over financial reporting was not effective as of June 30, 2026.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. A control system, no matter how well designed and operated can provide only reasonable, but not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their cost.
Management believes that the material weaknesses set forth in items (2), (3) and (4) above did not have an effect on the Company’s financial results. However, management believes that the lack of a functioning audit committee and lack of a majority of outside directors on the Company’s board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures can result in the Company’s determination to its financial statements for the future years.
We are committed to improving our financial organization. As part of this commitment, we intend to create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to the Company: i) Appointing one or more outside directors to our board of directors who shall be appointed to the audit committee of the Company resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; and ii) Preparing and implementing sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.
c) Changes in Internal Control over Financial Reporting
There were no changes which were identified in the quarter ended June 30, 2026 in connection with our management’s evaluation required by paragraph (d) of rules 13a-15 and 15d-15 under the Exchange Act, that materially affected, or is reasonably likely to have a materially affect, on our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
We are not a party to any material or legal proceeding, and, to our knowledge, none is contemplated or threatened.
Item 1A. Risk Factors
We are a smaller reporting company 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 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the three months ended June 30, 2026, the Company did not sell any unregistered securities.
Item 3. Defaults Upon Senior Securities
There have been no defaults upon senior securities.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the period ended June 30, 2026,
Item 6. Exhibits
| Exhibit No. | Description | |
| 31.1 | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* | |
| 31.2 | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* | |
| 32.1 | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350* | |
| 32.2 | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350* | |
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
___________________
| * | Filed Herewith. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: August 14, 2026 | ELINE ENTERTAINMENT GROUP, INC. | |
| By: | /s/ Zhu Shuangli | |
| Name | Zhu Shuangli | |
| Title | Chief Executive Officer (Principal Executive Officer) | |
| Chief Financial Officer (Principal Financial and Principal Accounting Officer) | ||
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