Eline Entertainment posts loss with no revenue in Q2

Eline Entertainment Group, Inc. reports as a non-operating blank check company with no revenue and total assets of $0 as of June 30, 2026.

Rhea-AI Filing Summary

Eline Entertainment Group, Inc. reports as a non-operating blank check company with no revenue and total assets of $0 as of June 30, 2026. Current liabilities are $148,334, driven primarily by amounts due to a director, resulting in a stockholders’ deficit of $148,334 and an accumulated deficit of $15,239,023.

For the quarter, the company recorded a net loss of $7,917, and a $14,033 net loss for the first six months, entirely from professional and general and administrative expenses. Operations are funded by related-party advances of $18,744 in the first half of 2026. The company discloses substantial doubt about its ability to continue as a going concern and identifies multiple material weaknesses in internal control over financial reporting. There is one outstanding share of Convertible Series D Preferred Stock, which carries substantial voting power relative to common stock. As of August 14, 2026, there were 8,524,529,727 common shares outstanding.

Positive

• None.

Negative

• Going concern risk: no revenue, an accumulated deficit of $15,239,023, and reliance on external capital lead management to conclude that substantial doubt about the company’s ability to continue as a going concern is not alleviated.
• Material weaknesses in controls: management reports ineffective disclosure controls and internal control over financial reporting, including lack of an audit committee, inadequate segregation of duties, and insufficient written policies and period-end reporting controls.
• No operating business or revenue: the company is a blank check issuer with no operations and no revenues, so all expenses produce continuing net losses without offsetting cash inflows.
• Dependence on related-party financing: operations and cash needs are funded entirely by a director, with related-party payables of $133,691 and new advances of $18,744 in the first half of 2026.

Filing Explained

The company funded $18,744 of operating cash use during the first six months through related-party advances; the amount owed to a director was $133,691 at June 30, 2026, without interest or a maturity date and payable on demand.

Key Figures

Net loss, three months ended June 30, 2026: $7,917 Net loss, six months ended June 30, 2026: $14,033 Accumulated deficit: $15,239,023 +5 more

8 metrics

Net loss, three months ended June 30, 2026 $7,917 Quarterly net loss with no revenue, driven by operating expenses

Net loss, six months ended June 30, 2026 $14,033 Cumulative loss for first half of 2026 with no revenue

Accumulated deficit $15,239,023 Deficit as of June 30, 2026, reflecting historical losses

Current liabilities $148,334 Liabilities as of June 30, 2026, including accounts payable and related-party payables

Due to related party $133,691 Amount owed to a director as of June 30, 2026

Common shares outstanding 8,524,529,727 Shares issued and outstanding as of June 30, 2026 and August 14, 2026

Operating expenses, six months 2026 $14,033 Professional fees and general and administrative costs for first half of 2026

Advances from related party, six months 2026 $18,744 Cash provided by a director to fund operations in first half of 2026

Key Terms

blank check company, going concern, Convertible Series D Preferred Stock, custodianship action, +2 more

6 terms

blank check company regulatory

"Eline Entertainment Group, Inc, Inc. is a blank check company and has no operations."

A blank check company is a publicly listed shell that raises money from investors before naming a specific business to buy or merge with, similar to handing a cashier a signed check and asking them to fill in the payee later. It matters to investors because it offers a faster, often cheaper path for private firms to become public, but carries extra risk since returns depend on the organizers’ ability to find a good deal and on limited information about the future business.

going concern financial

"these conditions raise substantial doubt about the Company’s ability to continue as a going concern"

Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.

Convertible Series D Preferred Stock financial

"The Company has 1,000,000 shares designated as Convertible Series D Preferred"

custodianship action regulatory

"a custodianship action, as described in the subsequent paragraph, was commenced in 2022"

material weaknesses financial

"our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses"

Material weaknesses are significant flaws in a company’s systems for ensuring its financial reports are accurate and reliable. Like a broken lock on a safe, they increase the chance that financial statements contain big errors or omissions, which can mislead investors about performance and risk; discovering one often raises questions about management oversight, may lead to restated results, and can affect investor confidence and a company’s valuation.

related party transactions financial

"NOTE 5 – RELATED PARTY TRANSACTIONS In May 2022, the Company issued 1 share"

Transactions between a company and people or entities that have close ties to it—such as executives, board members, major shareholders, family members, or related companies—where the parties are not independent. These deals matter to investors because they can create conflicts of interest or hide favorable terms that distort a company’s true profits and risks; think of it like a business buying or selling to a family member instead of using the open market, which can lead to biased prices or undisclosed obligations.

Earnings Snapshot

Net loss (three months): $7,917

Three and six months ended June 30, 2026

Net loss (three months) $7,917 Improved from $13,822 net loss in prior-year quarter

Net loss (six months) $14,033 Improved from $22,364 net loss in prior-year period

Revenue $0 No change; company generated no revenue in either period

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What were EEGI’s revenues and net loss for the quarter ended June 30, 2026?

EEGI reported no revenues for the quarter ended June 30, 2026 and a net loss of $7,917, driven entirely by professional fees and general and administrative expenses in its non-operating blank check structure.

What is Eline Entertainment Group, Inc. (EEGI)’s financial position as of June 30, 2026?

As of June 30, 2026, EEGI had no assets or cash, current liabilities of $148,334, and a stockholders’ deficit of $148,334, reflecting a highly leveraged, non-operating balance sheet funded by related-party obligations.

Does EEGI face a going concern risk according to this 10-Q?

Yes. Management states that EEGI’s lack of revenue, need for capital, and accumulated deficit of $15,239,023 raise substantial doubt about its ability to continue as a going concern, and this doubt is explicitly not alleviated by current plans.

How is EEGI currently funding its operations?

EEGI funds operations through related-party advances. During the six months ended June 30, 2026, a director paid $18,744 of expenses on the company’s behalf, increasing related-party payables to $133,691, all non-interest-bearing and due on demand.

How many EEGI shares are outstanding, and what is the capital structure?

EEGI has 20,000,000,000 common shares authorized and 8,524,529,727 shares issued and outstanding as of both June 30, 2026 and August 14, 2026. It also has 1 outstanding share of Convertible Series D Preferred Stock with enhanced voting rights.

What internal control issues did EEGI disclose in this 10-Q filing?

Management concluded internal controls are not effective due to material weaknesses, including no functioning audit committee, inadequate segregation of duties, insufficient written accounting policies, and ineffective period-end financial reporting and disclosure controls.

Is EEGI currently operating any business, and what is its plan?

EEGI is described as a blank check company with no operations. Its business plan is to raise capital and pursue acquisitions of operating companies, but as of this report it has not raised any capital or completed acquisitions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/14/2026 - 01:04 PM Accepted by SEC EDGAR 08/14/2026 - 01:03 PM Learn about SEC filing dates

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2026

or

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

For the transition period from _____to_____

Commission File Number: 000-30451

ELINE ENTERTAINMENT GROUP, INC.

(Exact name of registrant as specified in its charter)

Wyoming		88-0429856
(State of other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

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

0000

(Address of Principal Executive Offices) (Zip Code)

+852 3703 6155

(Registrant’s telephone number, including area code)

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

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.  Yes ☒   No ☐

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐		Accelerated filer	☐
Non-accelerated filer	☒		Smaller reporting company	☒
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of August 14, 2026, there were 8,524,529,727 shares outstanding of the registrant’s Common Stock.

ELINE ENTERTAINMENT GROUP, INC.

TABLE OF CONTENTS

		Page No.
	PART I. FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS	3
	Condensed Balance Sheets as of June 30, 2026 (Unaudited) and December 31, 2025 (Audited)	3
	Condensed Statements of Operations for the three and six months ended June 30, 2026 and 2025 (Unaudited)	4
	Condensed Statements of Changes in Stockholders’ Deficit for the six months ended June 30, 2026 and 2025 (Unaudited)	5
	Condensed Statements of Cash Flows for the six months ended June 30, 2026 and 2025 (Unaudited)	6
	Notes to Condensed Financial Statements (Unaudited)	7
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	12
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	15
ITEM 4.	CONTROLS AND PROCEDURES	15
	PART II. OTHER INFORMATION
ITEM 1.	Legal Proceedings	17
ITEM 1A.	RISK FACTORS	17
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17
ITEM 3.	Defaults Upon Senior Securities	17
ITEM 4.	Mine Safety Disclosures	17
ITEM 5.	OTHER INFORMATION	17
ITEM 6.	EXHIBITS	17
SIGNATURES		18

2

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		$	14,643			$	19,354
Due to related party			133,691				114,947
Total Current Liabilities			148,334				134,301
Total Liabilities			148,334				134,301
Commitment & contingencies			–				–
Stockholders' Deficit
Convertible Preferred stock Series D, $0.001 par value, 1,000,000 shares authorized; 1 share 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			(15,239,023	)			(15,224,990	)
Total Stockholders' Deficit			(148,334	)			(134,301	)
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			6,000				6,000				12,000				12,000
Other general & administrative expense			1,917				7,822				2,033				10,364
Total operating expenses			7,917				13,822				14,033				22,364
Loss from operations			(7,917	)			(13,822	)			(14,033	)			(22,364	)
Other Income (Expenses)
Interest income (expense)			–				–				–				–
Total other income (expenses)			–				–				–				–
Net loss before income tax			(7,917	)			(13,822	)			(14,033	)			(22,364	)
Income tax expense			–				–				–				–
Net loss		$	(7,917	)		$	(13,822	)		$	(14,033	)		$	(22,364	)
Earnings (Loss) per Share - Basic and Diluted		$	(0.000	)		$	(0.000	)		$	(0.000	)		$	(0.000	)
Weighted Average Shares Outstanding - Basic and Diluted			8,524,529,727				8,524,529,727				8,524,529,727				8,524,529,727

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			1			$	–				8,524,529,727			$	8,524,530			$	6,566,159			$	(15,179,998	)		$	(89,309	)
Net income			–				–				–				–				–				(8,542	)			(8,542	)
Balance, March 31, 2025			1				–				8,524,529,727				8,524,530				6,566,159				(15,171,456	)			(80,767	)
Net loss			–				–				–				–				–				(13,822	)			(13,822	)
Balance, June 30, 2025			1			$	–				8,524,529,727			$	8,524,530			$	6,566,159			$	(15,202,362	)		$	(111,673	)
Balance, December 31, 2025			1			$	–				8,524,529,727			$	8,524,530			$	6,566,159			$	(15,224,990	)		$	(134,301	)
Net loss			–				–				–				–				–				(6,116	)			(6,116	)
Balance, March 31, 2026			1				–				8,524,529,727				8,524,530				6,566,159				(15,231,106	)			(140,417	)
Net loss			–				–				–				–				–				(7,917	)			(7,917	)
Balance, June 30, 2026			1			$	–				8,524,529,727			$	8,524,530			$	6,566,159			$	(15,239,023	)		$	(148,334	)

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		$	(14,033	)		$	(22,364	)
Adjustment to reconcile Net loss from operations:
Depreciation & Amortization expense			–				–
Changes in operating assets and liabilities
Accounts payable and accrued expenses			(4,711	)			(15,931	)
Net Cash Used in Operating Activities			(18,744	)			(38,295	)
Cash Flows from Financing Activities
Proceeds from related party payables			18,744				38,295
Net Cash Provided by Financing Activities			18,744				38,295
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

6

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.

7

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.

8

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

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 1,000 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.

9

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 $15,239,023 as of June 30, 2026. The Company requires capital for its contemplated operational and marketing activities. The Company’s ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. Management has evaluated these conditions and determined that they raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the date these financial statements are issued.

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 20,000,000,000 shares of Common stock authorized, of which 8,524,529,727 shares were issued and outstanding as of June 30, 2026 and December 31, 2025, respectively.

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

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

Preferred Stock

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

On May 24, 2022, the Company filed Articles of Amendment, with the State of Wyoming, increasing its authorized Preferred Stock from 5,000,000 shares to 10,000,000 shares. In addition, the Company designated 1,000,000 shares of the Preferred Stock as Convertible Series D Preferred Stock, par value $0.001.

Convertible Series C Preferred Stock

The Company has 1,000,000 shares designated as Convertible Series C Preferred, of which each share is convertible into 10,000 shares of common stock and has 10,000 voting rights per share. The Convertible Preferred Series C Stock holders are entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Corporation to the Holders of junior capital stock, including Common Stock, an amount equal to $.125 per share upon a liquidation, distribution, or winding up of the corporation. The corporation is to reserve and keep available out of its authorized common stock, shares issuable upon conversion of the Convertible Preferred Series C Stock, however given there are no shares outstanding there is no formal reservation with the transfer agent.

The Company has nil 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

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 Convertible Preferred Series D Stock does not entitle its holders to receive any dividends.  The Convertible Preferred Series D Stock holders are entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Corporation to the Holders of junior capital stock, including Common Stock, an amount equal to $.001 per share upon a liquidation, distribution, or winding up of the corporation. The corporation is to reserve and keep available out of its authorized common stock, shares issuable upon conversion of the Convertible Preferred Series D Stock, however given the amount of shares in which the Series D stock is convertible into is 1,000 shares, there is no formal reservation with the transfer agent.

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The Company has 1 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 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, $133,691 and $114,947 as of June 30, 2026 and December 31, 2025, respectively, for expenses paid on behalf of the Company. During the six months ended June 30, 2026 and 2025, expenses paid on behalf of the Company by Ms. Hung totaled $18,744 and $38,295, respectively.

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 single 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			12,000				12,000
Other general & administrative expense			2,033				10,364
Other segment items			–				–
Total segment operating loss		$	(14,033	)		$	(22,364	)

			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%

)

12

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.

15

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.

16

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, 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 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.

17

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)

18