Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of the Securities
Exchange Act of 1934
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.) |
7339 E. Williams Drive
Unit 26496
Scottsdale, AZ 85255
(Address of Principal
Executive Offices) (Zip Code)
602.793.8058
(Registrant’s
telephone number, including area code)
Correspondence:
Rhonda Keaveney
PO Box 26496
Scottsdale, AZ 85255
602.793.8058
Rhonda@scctransferllc.com
Securities to be
Registered Under Section 12(b) of the Act:
None
Securities to be
Registered Under Section 12(g) of the Act:
Common Stock, Par
Value $0.001
(Title of Class)
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See 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. ☐
ELINE ENTERTAINMENT
GROUP, INC.
INDEX TO FORM 10
Cautionary Note Regarding
Forward-Looking Statements
This registration
statement on Form 10 contains “forward-looking statements” concerning our future results, future performance, intentions,
objectives, plans, and expectations, including, without limitation, statements regarding the plans and objectives of management for future
operations, any statements concerning our proposed services, any statements regarding future economic conditions or performance, and
any statements of assumptions underlying any of the foregoing. All forward-looking statements included in this document are made as of
the date hereof and are based on information available to us as of such date. We assume no obligation to update any forward-looking statements.
In some cases, forward-looking statements can be identified by the use of terminology such as “may,” “will,”
“expects,” “plans,” “anticipates,” “intends,” “believes,” “estimates,”
“potential,” or “continue,” or the negative thereof or other comparable terminology. Although we believe that
the expectations reflected in the forward-looking statements contained herein are reasonable, there can be no assurance that such expectations
or any of the forward-looking statements will prove to be correct, and actual results could differ materially from those projected or
assumed in the forward-looking statements. Future financial condition and results of operations, as well as any forward-looking statements
are subject to inherent risks and uncertainties, including those discussed under “Risk Factors” and elsewhere in this Form
10.
Introductory Comment
We are filing this General
Form for Registration of Securities on Form 10 to register our common stock pursuant to Section 12(g) of the Exchange Act. Once this
registration statement is deemed effective, we will be subject to the requirements of Section 13(a) under the Exchange Act, which will
require us to file annual reports on Form 10-K (or any successor form), quarterly reports on Form 10-Q (or any successor form), and current
reports on Form 8-K, and we will be required to comply with all other obligations of the Exchange Act applicable to issuers filing registration
statements pursuant to Section 12(g) of the Exchange Act.
Throughout this Form
10, unless the context otherwise requires, the terms “we,” “us,” “our,” the “Company,”
“EEGI" and “our Company” refer to Eline Entertainment Group, Inc., a Nevada corporation. EEGI is a Blank Check
Company under Rule 419 of the Securities Act of 1933.
The term ‘blank
check company” means that we are a development stage company and have no specific business plan or purpose or has indicated that
is business plan is to engage in a merger or acquisition with an unidentified company, or other entity or person. A blank check company:
(i) Is a development stage company
that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an
unidentified company or companies, or other entity or person; and
(ii) Is issuing “penny stock,”
as defined in Rule 3a51-1 under the Securities Exchange Act of 1934.
Our Company is currently listed on the Expert
Market on the OTC Markets platform. Our stock quote is not currently quoted on OTC Markets. The market for our stock is uncertain at
this time. Quotations in Expert Market securities are restricted from public viewing and only broker-dealers and professional or sophisticated
investors are permitted to view quotations in Expert Market securities. Our securities could be particularly illiquid due to being listed
on this market and that if we remain on the Expert Market it could impede a potential merger, acquisition, reverse merger or business
combination pursuant to which the company could become an operating company.
We have taken steps to be listed on a different
tier of the OTC Markets. The filing of this registration statement and continued compliance with financial reporting requirements will
allow EEGI to be listed as a Pink Current company on the OTC Markets platform. In addition, we are actively pursuing a viable merger
candidate which will allow us continued Pink Current status.
(a) Business Development
Eline Entertainment Group, Inc. (OTC “EEGI”) was incorporated
under the laws of the State of Nevada on June 12, 1997, as Rapid Retrieval Systems, Inc. On April 25, 2001, the Company filed an amendment
to its Articles of Incorporation and changed its name to Eline Entertainment Group, Inc. In 2017, the Company converted out of the State
of Nevada and domiciled in the State of Wyoming.
Eline Entertainment Group, Inc., Inc. operated as food service business
specializing in sports and entertainment production and distribution.
Business operations for Eline Entertainment Group, Inc. were abandoned
by former management and a custodianship action, as described in the subsequent paragraph, was commenced in 2022.
On May 11, 2022, the First Judicial
District Court of Laramie, Wyoming granted the Application for Appointment of Custodian as a result of the absence of a functioning board
of directors and the revocation of the Company’s charter. The order appointed Rhonda Keaveney (the “Custodian”) custodian
with the right to appoint officers and directors, negotiate and compromise debt, execute contracts, issue stock, and authorize new classes
of stock.
The court awarded custodianship to the Custodian based on the absence
of a functioning board of directors, revocation of the company’s charter, and abandonment of the business. At this time, the Custodian
appointed Rhonda Keaveney as sole officer and director.
The Custodian attempted to contact the Company’s officers and
directors through letters, emails, and phone calls, with no success.
Small Cap Compliance, LLC (‘SCC”)
is a shareholder in the Company and Rhonda Keaveney is the sole member of SCC. Rhonda Keaveney applied to the Court for an Order
appointing her as the Custodian. This application was for the purpose of reinstating EEGI’s corporate charter to do business and
restoring value to the Company for the benefit of the stockholders.
The Custodian performed the following actions in its capacity as custodian:
| |
· |
Funded any expenses of the company including paying
off outstanding liabilities |
| |
· |
Brought the Company back into compliance with the Wyoming
Secretary of State, resident agent, transfer agent |
| |
· |
Appointed officers and directors, held a shareholders
meeting, and audited financial reports |
The Custodian paid the following expenses
on behalf of the company:
Wyoming Secretary of State for reinstatement of the Company, $188
Transfer agent, Signature Stock Transfer, Inc., $850
Amended and Restated Articles of Incorporation for the Company, $175
Audit expenses, $17,500
Upon appointment as the Custodian of EEGI
and under its duties stipulated by the Wyoming court, the Custodian took initiative to organize the business of the issuer. As Custodian,
the duties were to conduct daily business, hold shareholder meetings, appoint officers and directors, reinstate the company with the
Wyoming Secretary of State. The Custodian also had authority to enter into contracts and find a suitable merger candidate. Ms. Keaveney
was compensated for her role as custodian in the amount 1 share of Convertible Preferred D Series Stock and 10,000,000 shares of restricted
common stock issued in the name of Small Cap Compliance, LLC. The Custodian did not receive any additional compensation, in the form
of cash or stock, for custodian services. The custodianship is still in effect as of this draft.
We are currently a shell company, as defined
in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), and Rule 12b-2.
(b) Business of Issuer
Since May 2022, the Company’s operations consist of a search
for a merger, acquisition, reverse merger or a business transaction opportunity with an operating business or other financial transaction;
however, there can be no assurance that this plan will be successfully implemented. Until a transaction is effectuated, the Company does
not expect to have significant operations. At this time, the Company has no arrangements or understandings with respect to any potential
merger, acquisition, reverse merger or business combination candidate pursuant to which the Company may become an operating company.
Opportunities may come to the Company’s
attention from various sources, including our management, our stockholders, professional advisors, securities broker dealers, venture
capitalists and private equity funds, members of the financial community and others who may present unsolicited proposals. At this time,
the Company has no plans, understandings, agreements, or commitments with any individual or entity to act as a finder in regard to any
business opportunities. While it is not currently anticipated that the Company will engage unaffiliated professional firms specializing
in business acquisitions, reorganizations or other such transactions, such firms may be retained if such arrangements are deemed to be
in the best interest of the Company. Compensation to a finder or business acquisition firm may take various forms, including one-time
cash payments, payments involving issuance of securities (including those of the Company), or any combination of these or other compensation
arrangements. Consequently, the Company is currently unable to predict the cost of utilizing such services.
The Company has not restricted its search to any particular business,
industry, or geographical location. In evaluating a potential transaction, the Company analyzes all available factors and make a determination
based on a composite of available facts, without reliance on any single factor.
It is not possible at this time to predict the nature of a transaction
in which the Company may participate. Specific business opportunities would be reviewed as well as the respective needs and desires of
the Company and the legal structure or method deemed by management to be suitable would be selected. In implementing a structure for
a particular transaction, the Company may become a party to a merger, consolidation, reorganization, tender offer, joint venture, license,
purchase and sale of assets, or purchase and sale of stock, or other arrangement the exact nature of which cannot now be predicted. Additionally,
the Company may act directly or indirectly through an interest in a partnership, corporation or other form of organization. Implementing
such structure may require the merger, consolidation, or reorganization of the Company with other business organizations and there is
no assurance that the Company would be the surviving entity. In addition, our present management and stockholders may not have control
of a majority of the voting shares of the Company following reorganization or other financial transaction. As part of such a transaction,
some or all of the Company’s existing directors may resign and new directors may be appointed. The Company’s operations following
the consummation of a transaction will be dependent on the nature of the transaction. There may also be various risks inherent in the
transaction, the nature and magnitude of which cannot be predicted.
The Company may also be subject to increased
governmental regulation following a transaction; however, it is not possible at this time to predict the nature or magnitude of
such increased regulation, if any.
The Company expects to continue to incur
moderate losses each quarter until a transaction considered appropriate by management is effectuate.
At present financial revenue has not yet been realized. The Company
hopes to raise capital in order to fund the acquisitions.
All statements involving our business plan are forward looking statements
and have not been implemented as of this filing.
The
Company is moving in a new direction, statements made relating to our business plan are forward looking statements and we have no history
of performance. Current management does not have any experience in acquisition of companies but is actively looking for a suitable
person to incorporate into the management team.
The analysis will be undertaken by or under
the supervision of our management. As of the date of this filing, we have not entered into definitive agreements. In our continued efforts
to analyze potential business plan, we intend to consider the following factors:
| |
· |
Potential for growth, indicated by anticipated market
expansion or new technology; |
| |
· |
Competitive position as compared to other businesses
of similar size and experience within our contemplated segment as well as within the industry as a whole; |
| |
· |
Strength and diversity of management, and the accessibility
of required management expertise, personnel, services, professional assistance and other required items; |
| |
· |
Capital requirements and anticipated availability of
required funds, to be provided by the Company or from operations, through the sale of additional securities or convertible debt,
through joint ventures or similar arrangements or from other sources; |
| |
· |
The extent to which the business opportunity can be
advanced in our contemplated marketplace; and |
| |
· |
Other relevant factors |
In applying the foregoing criteria, management
will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available
data. Due to our limited capital available for investigation, we may not discover or adequately evaluate adverse facts about the opportunity
to be acquired. Additionally, we will be competing against other entities that may have greater financial, technical, and managerial
capabilities for identifying and completing our business plan.
We are unable to predict when we will, if
ever, identify and implement a business plan. We anticipate that proposed business plan would be made available to us through personal
contacts of our directors, officers and principal stockholders, professional advisors, broker-dealers, venture capitalists, members of
the financial community and others who may present unsolicited proposals. In certain cases, we may agree to pay a finder’s fee
or to otherwise compensate the persons who introduce the Company to business opportunities in which we participate.
We expect that our due diligence will encompass,
among other things, meetings with incumbent management of the target business and inspection of its facilities, as necessary, as well
as a review of financial and other information, which is made available to the Company. This due diligence review will be conducted either
by our management or by third parties we may engage. We anticipate that we may rely on the issuance of our common stock in lieu of cash
payments for services or expenses related to any analysis.
We may incur time and costs required to select
and evaluate our business structure and complete our business plan, which cannot presently be determined with any degree of certainty.
Any costs incurred with respect to the indemnification and evaluation of a prospective business that is not ultimately completed may
result in a loss to the Company. These fees may include legal costs, accounting costs, finder’s fees, consultant’s fees and
other related expenses. We have no present arrangements for any of these types of fees.
We anticipate that the investigation of specific
business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments
will require substantial management time and attention and substantial cost for accountants, attorneys, consultants, and others. Costs
may be incurred in the investigation process, which may not be recoverable. Furthermore, even if an agreement is reached for the participation
in a specific business opportunity, the failure to consummate that transaction may result in a loss to the Company of the related costs
incurred.
As of the time of this filing, the Company
has not implemented a business combination. Our business plan is to merge with, or acquire, an operating entity that offers product or
service growth potential. We are actively looking for a suitable merger candidate and evaluating potential target companies that align
with our business plan. This will require review of financials, products and management of the merger candidate. We anticipate the review
process could take up to 30 days after a viable candidate is located.
Competition
Eline Entertainment Group, Inc. is in direct
competition with many other entities in its efforts to locate a suitable transaction. Included in the competition are business development
companies, special purpose acquisition companies (“SPACs”), venture capital firms, small business investment companies, venture
capital affiliates of industrial and financial companies, broker-dealers and investment bankers, management consultant firms and private
individual investors. Many of these entities possess greater financial resources and are able to assume greater risks than those which
Eline Entertainment Group, Inc. could consider. Many of these competing entities also possess significantly greater experience and contacts
than Eline Entertainment Group, Inc.’s management. Moreover, the Company also competes with numerous other companies similar to
it for such opportunities.
Effect of Existing or Probable Governmental
Regulations on the Business
Upon effectiveness of this Form 10, we will
be subject to the Exchange Act and the Sarbanes-Oxley Act of 2002. Under the Exchange Act, we will be required to file with the SEC annual
reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. The Sarbanes-Oxley Act creates a strong and independent
accounting oversight board to oversee the conduct of auditors of public companies and to strengthen auditor independence. It also (1)
requires steps be taken to enhance the direct responsibility of senior members of management for financial reporting and for the quality
of financial disclosures made by public companies; (2) establishes clear statutory rules to limit, and to expose to public view, possible
conflicts of interest affecting securities analysts; (3) creates guidelines for audit committee members’ appointment, and compensation
and oversight of the work of public companies’ auditors; (4) prohibits certain insider trading during pension fund blackout periods;
and (5) establishes a federal crime of securities fraud, among other provisions.
We will also be subject to Section 14(a)
of the Exchange Act, which requires all companies with securities registered pursuant to Section 12(g) of the Exchange Act to comply
with the rules and regulations of the SEC regarding proxy solicitations, as outlined in Regulation 14A. Matters submitted to our stockholders
at a special or annual meeting thereof or pursuant to a written consent will require us to provide our stockholders with the information
outlined in Schedules 14A or 14C of Regulation 14A. Preliminary copies of this information must be submitted to the SEC at least 10 days
prior to the date that definitive copies of this information are provided to our stockholders.
Employees
The Company currently has one executive officer.
Rhonda Keaveney serves as Chief Executive Officer and Chief Financial Officer. Ms. Keaveney is the sole member of the custodian, Small
Cap Compliance, LLC, the majority shareholder.
Management of the Company expects to use
consultants, attorneys and accountants as necessary, and it is not expected that Eline Entertainment Group, Inc. will have any full-time
or other employees, except as may be the result of completing a transaction.
Risks Relating to Our Business
Our
future business, operating results and financial condition could be seriously harmed as a result of the occurrence of any of the following
risks. You could lose all or part of your investment due to any of these risks. You should invest in our common stock only if you can
afford to lose your entire investment.
Resale limitations of Rule 144(i) on your shares
According to the Rule 144(i), Rule 144 is not available for the resale
of securities initially issued by either a reporting or non-reporting shell company. Moreover, Rule 144(i)(1)(ii) states that Rule 144
is not available to securities initially issued by an issuer that has been “at any time previously” a reporting or non-reporting
shell company. Rule 144(i)(1)(ii) prohibits shareholders from utilizing Rule 144 to sell their shares in a company that at any time in
its existence was a shell company. However, according to Rule 144(i)(2), an issuer can “cure” its shell status.
To “cure” a company’s current or former shell company
status, the conditions of Rule 144(i)(2) must be satisfied regardless of the time that has elapsed since the public company ceased to
be a shell company and regardless of when the shares were issued. The availability of Rule 144 for resales of shares issued while the
company is a shell company or thereafter may be restricted even after the expiration of the one-year period since it filed its Form 10
information if the company is not current on all of its periodic reports required to be filed within the SEC during the 12 months before
the date of the shareholder’s sale. Thus, the company must file all 10-Qs and 10K for the preceding 12 months and since the filing
of the Form 10, or Rule 144 is not available for the resale of securities
We have extremely limited assets, have
incurred operating losses, and have no current source of revenue
We have had minimal assets. We do not expect
to generate revenues until we begin to implement a business plan. We can provide no assurance that we will produce any material revenues
for our stockholders, or that our contemplated business will operate on a profitable basis.
We will, likely, sustain operating expenses
without corresponding revenues, at least until the consummation of a business plan. This may result in our incurring a net operating
loss that will increase unless we consummate a business plan with a profitable business or internally develop our business. We cannot
assure you that we can identify a suitable business combination or successfully internally develop our business, or that any such business
will be profitable at the time of its acquisition by the Company or ever.
Our capital resources may not be sufficient
to meet our capital requirements, and in the absence of additional resources we may have to curtail or cease business operations
We have historically generated negative cash
flow and losses from operations and could experience negative cash flow and losses from operations in the future. Our independent auditors
have included an explanatory paragraph in their report on our financial statements for the fiscal years ended December 31, 2021, and
2020 expressing doubt regarding our ability to continue as a going concern. We currently only have a minimal amount of cash available,
which will not be sufficient to fund our anticipated future operating needs. The Company will need to raise substantial sums to implement
its business plan. There can be no assurance that the Company will be successful in raising funds. To the extent that the Company is
unable to raise funds, we will be required to reduce our planned operations or cease any operations.
We may encounter substantial competition
in our contemplated business and our failure to compete effectively may adversely affect our ability to generate revenue
We believe that existing and new competitors
will continue to improve in cost control and performance in whatever business we acquire. We may have global competitors and we will
be required to continue to invest in product development and productivity improvements to compete effectively in our markets. Our competitors
could develop a more efficient product or undertake more aggressive and costly marketing campaigns than ours, which may adversely affect
our marketing strategies and could have a material adverse effect on contemplated business, results of operations and financial condition.
Effect of Environmental Laws
We are not governed by environmental laws
at this time. However, our belief that that we will be compliance with all applicable environmental laws, in all material respects. We
do not expect future compliance with environmental laws to have a material adverse effect on our business.
We may not be able to obtain regulatory
approvals for our product
At this time the Company is not subject to any laws or regulations
relating to a business model. However, our future business may be subject to laws and regulations. The Company believes acquisition of
already established corporations will mitigate this risk.
We may face a number of risks associated
with implementing a business plan, including the possibility that we may incur substantial debt or convertible debt, which could adversely
affect our financial condition
We intend to use reasonable efforts to complete
a business plan. The risks commonly encountered in implementing a business plan is insufficient revenues to offset increased expenses
associated with finding a merger candidate. Failure to raise sufficient capital to carry out our business plan. Additionally, we have
no operations at this time so our expenses are likely to increase, and it is possible that we may incur substantial debt or convertible
debt in order to complete our business plan, which can adversely affect our financial condition. Incurring a substantial amount of debt
or convertible debt may require us to use a significant portion of our cash flow to pay principal and interest on the debt, which will
reduce the amount available to fund working capital, capital expenditures, and other general purposes. Our indebtedness may negatively
impact our ability to operate our business and limit our ability to borrow additional funds by increasing our borrowing costs, and impact
the terms, conditions, and restrictions contained in possible future debt agreements, including the addition of more restrictive covenants;
impact our flexibility in planning for and reacting to changes in our business as covenants and restrictions contained in possible future
debt arrangements may require that we meet certain financial tests and place restrictions on the incurrence of additional indebtedness
and place us at a disadvantage compared to similar companies in our industry that have less debt.
Our future success is highly dependent
on the ability of management to locate and attract suitable business opportunities and our stockholders will not know what business we
will enter into until we consummate a transaction with the approval of our then existing directors and officers
At this time, we have no operations and future
implementation of a business plan is highly speculative, there is a consequent risk of loss of an investment in the Company. The success
of our plan of operations will depend to a great extent on the operations, financial condition and management of future business and
internal development. While management intends to seek businesses opportunities with entities having established operating histories,
we cannot provide any assurance that we will be successful in locating opportunities meeting that criterion. In the event we complete
a business plan, the success of our operations will be dependent upon management, its financial position and numerous other factors beyond
our control.
There can be no assurance that we will
successfully consummate a business plan or internally develop a successful business
We are a blank check company and can give
no assurance that we will successfully identify and evaluate suitable business opportunities or that we will successfully implement our
business plan. We cannot guarantee that we will be able to negotiate contracts on favorable terms. No assurances can be given that we
will successfully identify and evaluate suitable business opportunities, that we will conclude a business plan or that we will be able
to develop a successful business. Our management and affiliates will play an integral role in establishing the terms for any future business.
We will incur increased costs as a
result of becoming a reporting company, and given our limited capital resources, such additional costs may have an adverse impact on
our profitability.
Following the effectiveness of this Form
10, we will be an SEC reporting company. The Company currently has no business and no revenue. However, the rules and regulations under
the Exchange Act require a public company to provide periodic reports with interactive data files which will require the Company to engage
legal, accounting and auditing services, and XBRL and EDGAR service providers. The engagement of such services can be costly, and the
Company is likely to incur losses, which may adversely affect the Company’s ability to continue as a going concern. In addition,
the Sarbanes-Oxley Act of 2002, as well as a variety of related rules implemented by the SEC, have required changes in corporate governance
practices and generally increased the disclosure requirements of public companies. For example, as a result of becoming a reporting company,
we will be required to file periodic and current reports and other information with the SEC and we must adopt policies regarding disclosure
controls and procedures and regularly evaluate those controls and process.
The additional costs we will incur in connection
with becoming a reporting company will serve to further stretch our limited capital resources. The expenses incurred for filing periodic
reports and implementing disclosure controls and procedures may be as high as $70,000 USD annually. In other words, due to our limited
resources, we may have to allocate resources away from other productive uses in order to pay any expenses we incur in order to comply
with our obligations as an SEC reporting company. Further, there is no guarantee that we will have sufficient resources to meet our reporting
and filing obligations with the SEC as they come due.
The time and cost of preparing a private
company to become a public reporting company may preclude us from entering into an acquisition or merger with the most attractive private
companies and others
From time to time the Company may come across
target merger companies. These companies may fail to comply with SEC reporting requirements may delay or preclude acquisitions. Sections
13 and 15(d) of the Exchange Act require reporting companies to provide certain information about significant acquisitions, including
certified financial statements for the company acquired, covering one or two years, depending on the relative size of the acquisition.
The time and additional costs that may be incurred by some target entities to prepare these statements may significantly delay or essentially
preclude consummation of an acquisition. Otherwise, suitable acquisition prospects that do not have or are unable to obtain the required
audited statements may be inappropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.
A Business may result in a change of
control and a change of management.
In conjunction with completion of a business
acquisition, it is anticipated that we may issue an amount of our authorized but unissued common or preferred stock which represents
the majority of the voting power and equity of our capital stock, which would result in stockholders of a target company obtaining a
controlling interest in us. As a condition of the business combination agreement, our current stockholders may agree to sell or transfer
all or a portion of our common stock as to provide the target company with all or majority control. The resulting change in control may
result in removal of our present officers and directors and a corresponding reduction in or elimination of their participation in any
future affairs.
We depend on our officers and the loss of their services would
have an adverse effect on our business
We have officers and directors of the Company that are critical to
our chances for business success. We are dependent on their services to operate our business and the loss of these persons, or any of
them would have an adverse impact on our future operations until such time as he or she could be replaced, if he could be replaced. We
do not have employment contracts or employment agreements with our officers, and we do not carry key man life insurance on their lives.
Because we are significantly smaller than many of our competitors,
we may lack the resources needed to capture market share
We are at a disadvantage as a blank check company, we do not have
an established business. Many of our competitors have an already established their business, more established market presence, and substantially
greater financial, marketing, and other resources than do we. New competitors may emerge and may develop new or innovative products that
compete with our anticipated future production. No assurance can be given that we will be able to compete successfully within the international
education industry.
Our ability to use our net operating loss carry-forwards and
certain other tax attributes may be limited
We have incurred losses during our history. To the extent that we
continue to generate taxable losses, unused losses will carry forward to offset future taxable income, if any, until such unused losses
expire. Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, if a corporation undergoes an “ownership change,”
generally defined as a greater than 50% change (by value) in its equity ownership over a three-year period, the corporation’s ability
to use its pre-change net operating loss carry-forwards, or NOLs, and other pre-change tax attributes (such as research tax credits)
to offset its post-change income may be limited. We may experience ownership changes in the future because of subsequent shifts in our
stock ownership. As a result, if we earn net taxable income, our ability to use our pre-change net operating loss carryforwards to offset
U.S. federal taxable income may be subject to limitations, which could potentially result in increased future tax liability to us. In
addition, at the state level, there may be periods during which the use of NOLs is suspended or otherwise limited, which could accelerate
or permanently increase state taxes owed.
Our ability to hire and retain key
personnel will be an important factor in the success of our business and a failure to hire and retain key personnel may result in our
inability to manage and implement our business plan
Our management has extensive experience when
acting in the officer and director capacity, however we will need to hire additional personnel and we may not be able to attract and
retain the necessary qualified personnel. If we are unable to retain or to hire qualified personnel as required, we may not be able to
adequately manage and implement our business plan.
Legal disputes could have an impact on our Company
We plan to engage in business matters that are common to the business
world that can result in disputations of a legal nature. In the event the Company is ever sued or finds it necessary to bring suit
against others, there is the potential that the results of any such litigation could have an adverse impact on the Company.
Our Company is currently listed on the Expert Market on the
OTC Markets platform
Although we are listed on the OTC Markets platform, our stock quote
is not currently quoted on OTC Markets. The market for our stock is uncertain at this time. Quotations in Expert Market securities are
restricted from public viewing and only broker-dealers and professional or sophisticated investors are permitted to view quotations in
Expert Market securities. Our securities could be particularly illiquid due to being listed on this market and that if we remain on the
Expert Market it could impede a potential merger, acquisition, reverse merger or business combination pursuant to which the company could
become an operating company.
Our common stock is not currently quoted on the OTC MARKETS.
An investment in our common stock is risky and there can be no assurance that the price for our stock will not decrease substantially
in the future
Our common stock is not quoted on an exchange. The market for our
stock has been volatile and has been characterized by large swings in the trading price that do not appear to be directly related to
our business or financial condition. As a result, an investment in our common stock is risky and there can be no assurance that the price
for our stock will not decrease substantially in the future.
Our stock trades below $5.00 per share and is subject to special
sales practice requirements that could have an adverse impact on any trading market that may develop for our stock
If our stock trades below $5.00 per share and is subject to special
sales practice requirements applicable to "penny stocks" which are imposed on broker-dealers who sell low-priced securities
of this type. These rules may be anticipated to affect the ability of broker-dealers to sell our stock, which may in turn be anticipated
to have an adverse impact on the market price for our stock if and when an active trading market should develop.
Our officers, directors and principal stockholders own a large
percentage of our stock and other stockholders have little or no ability to elect directors or influence corporate matters
As of May 31, 2022, our officers, directors, and principal stockholders
were deemed to be the beneficial owners of approximately .07% of our issued and outstanding shares of common stock and 100% of our issued
and outstanding Preferred D Stock.
Our sole officer and director holds 100% of the Convertible Series
D Preferred Stock. Each share of Convertible Series D Preferred Stock is convertible into 1,000 shares of common stock. In addition,
the Convertible Series D Preferred Stock 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. None of these shares have not been converted as of this writing.
As a result, the holder of the Convertible Series D Preferred Stock,
via voting rights, can determine the outcome of any actions taken by us that require stockholder approval. For example, they will be
able to elect all our directors, control the policies and practices of the Company and control the outcome of any proposed business combination.
Offering securities pursuant to a registration statement under
the Rule 419 of the Securities Act of 1933
In the event that we offer securities pursuant to a registration statement
under the Securities Act, such offering will be subject to the provisions of Rule 419 of the Securities Act of 1933. Rule 419 applies
to blank check companies and requires that the net offering proceeds, and all securities to be issued (and those sold by a selling shareholder
upon their sale) be promptly deposited by the company into an escrow or trust account pending the execution of an agreement for an acquisition
or merger.
In addition, the registrant is required to file a post-effective amendment
to the registration statement containing the same information as found in a Form 10 registration statement, upon the execution of an
agreement for such acquisition or merger. The rule provides procedures for the release of the offering funds in conjunction with the
post effective acquisition or merger. The obligation to file post-effective amendments are in addition to the obligation to file Forms
8-K to report both the entry into a material non-ordinary course agreement and the completion of the transaction.
Under Rule 419, the funds and securities will be released by the to
the company and to investors, respectively, only after the company has met the following three conditions: first, the company must execute
an agreement for an acquisition; second, the Company must successfully complete a reconfirmation offering which is reconfirmed by sufficient
investors so that the remaining funds are adequate to allow the acquisition to be consummated; and third, the acquisition meeting the
above criteria must be consummated.
If a consummated acquisition meeting the requirements of this section
has not occurred by a date 18 months after the effective date of the initial registration statement, funds held in the escrow or trust
account shall be returned by first class mail or equally prompt means to the purchaser within five business days following that date.
As of this draft, we plan to issue preferred shares in an acquisition
or merger and plan to rely on an exemption from Rule 419. Section 4(a)(2) of the Securities Act of 1933 exempts from registration "transactions
by an issuer not involving any public offering." It is section 4(a)(2) that permits an issuer to sell securities in a "private
placement" without registration under the Act of ’33.
As a blank check company, our shareholders may face significant
restrictions on the resale of our Common Stock due to state "blue sky" laws and due to the applicability of Rule 419 adopted
by the Securities and Exchange Commission.
The resale of Common Stock must meet the blue-sky resale requirements
in the states in which the proposed purchasers reside. If we are unable to qualify the Common Stock and there is no exemption from qualification
in certain states, the holders of the Common Stock or the purchasers of the Common Stock may be unable to sell them.
There are state regulations that may adversely affect the transferability
of our Common Stock. We have not registered our Common Stock for resale under the securities or blue-sky laws of any state. We may seek
qualification or advise our shareholders of the availability of an exemption. But we are under no obligation to register or qualify our
Common Stock in any state or to advise the shareholders of any exemptions.
Current shareholders, and persons who desire to purchase the Common
Stock in any trading market that may develop in the future, should be aware that there might be significant state restrictions upon the
ability of new investors to purchase the Common Stock.
Blue sky laws, regulations, orders, or interpretations place limitations
on offerings or sales of securities by blank check companies. These limitations typically provide, in the form of one or more of the
following limitations, that such securities are:
(a) Not
eligible for sale under exemption provisions permitting sales without registration to accredited investors or qualified purchasers;
(b) Not
eligible for the transaction exemption from registration for non-issuer transactions by a registered broker-dealer;
(c) Not
eligible for registration under the simplified small corporate offering registration form available in many states;
(d) Not
eligible for the "solicitations of interest" exception to securities registration requirements available in many states;
(e) Not
permitted to be registered or exempted from registration, and thus not permitted to be sold in the state under any circumstances.
If the company engages in an offering of our
securities, any resales of our securities will require registration in an offering subject to Rule 419. The Securities and Exchange Commission
has adopted Rule 419 which defines a blank-check company as (i) a development stage company, that is (ii) offering penny stock, as defined
by Rule 3a51-1, and (iii) that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger
or acquisition with an unidentified company or companies. Certain jurisdictions may have definitions that are more restrictive than Rule
419. Provisions of Rule 419 apply to every registration statement filed under the Securities Act of 1933, as amended, relating to an
offering by a blank-check company.
Should we conduct an offering of our securities,
before we complete a business combination with an operating company, the Company would be considered a blank check company within the
meaning of Rule 419 and any sales or resales of the stock issued in the offering would require a registration under the Securities Act
of 1933, as amended, in an offering subject to Rule 419, unless there exists a transaction or security exemption for such sale under
the Securities Act of 1933, as amended. Any resales of our Common Stock would require registration under the Securities Act of
1933, as amended, in an offering subject to Rule 419.
Any transactions in our Common Stock by officers/directors and majority
shareholders will require compliance with the registration requirements under the Securities Act of 1933, as amended.
As of this draft, we plan to issue preferred shares in an acquisition
or merger and plan to rely on an exemption from Rule 419. Section 4(a)(2) of the Securities Act of 1933 exempts from registration "transactions
by an issuer not involving any public offering." It is section 4(a)(2) that permits an issuer to sell securities in a "private
placement" without registration under the Act of ’33.
Risks Related to Our Shareholders and
Shares of Common Stock
There is presently no public market
for our securities
Our common stock is not currently trading
on any market, and a robust and active trading market may never develop. Because of our current status as a “shell company,”
Rule 144 is not currently available. Future sales of our common stock by existing stockholders pursuant to an effective registration
statement or upon the availability of Rule 144 could adversely affect the market price of our common stock. A shareholder who decides
to sell some, or all, of their shares in a private transaction may be unable to locate persons who are willing to purchase the shares,
given the restrictions. Also, because of the various risk factors described above, the price of the publicly traded common stock may
be highly volatile and not provide the true market price of our common stock.
Our stock is not traded, so you may
be unable to sell your shares at or near the quoted bid prices if you need to sell a significant number of your shares
Even if our stock becomes trading, it is
likely that our common stock will be thinly traded, meaning that the number of persons interested in purchasing our common shares at
or near bid prices at any given time may be relatively small or non-existent. This situation is attributable to a number of factors,
including the fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors
and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons,
they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of
our shares until such time as we became more seasoned and viable. Consequently, there may be periods of several days or more when trading
activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity
that will generally support continuous sales without an adverse effect on share price. We cannot give you any assurance that a broader
or more active public trading market for our common shares will develop or be sustained, or that current trading levels will be sustained.
Due to these conditions, we can give you no assurance that you will be able to sell your shares at or near bid prices or at all if you
need money or otherwise desire to liquidate your shares.
Our common stock is be considered a
“penny stock,” and thereby be subject to additional sale and trading regulations that may make it more difficult to sell
A common stock is a “penny stock”
if it meets one or more of the following conditions (i) the stock trades at a price less than $5.00 per share; (ii) it is not traded
on a “recognized” national exchange; (iii) it is not quoted on the Nasdaq Capital Market, or even if so, has a price less
than $5.00 per share; or (iv) is issued by a company that has been in business less than three years with net tangible assets less than
$5 million.
The principal result or effect of being designated
a “penny stock” is that securities broker-dealers participating in sales of our common stock will be subject to the “penny
stock” regulations set forth in Rules 15g-2 through 15g-9 promulgated under the Exchange Act. For example, Rule 15g-2 requires
broker-dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain
a manually signed and dated written receipt of the document at least two business days before effecting any transaction in a penny stock
for the investor’s account. Moreover, Rule 15g-9 requires broker-dealers in penny stocks to approve the account of any investor
for transactions in such stocks before selling any penny stock to that investor. This procedure requires the broker-dealer to (i) obtain
from the investor information concerning his or her financial situation, investment experience and investment objectives; (ii) reasonably
determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient
knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (iii) provide the investor
with a written statement setting forth the basis on which the broker-dealer made the determination in (ii) above; and (iv) receive a
signed and dated copy of such statement from the investor, confirming that it accurately reflects the investor’s financial situation,
investment experience and investment objectives. Compliance with these requirements may make it more difficult and time consuming for
holders of our common stock to resell their shares to third parties or to otherwise dispose of them in the market or otherwise.
We may issue more shares in an acquisition
or merger, which will result in substantial dilution
Our Articles of Incorporation, as amended, authorize the Company to
issue an aggregate of 20,005,000,000 shares of common stock of which 8,264,529,727 shares are currently outstanding and 10,000,000 shares
of Preferred Stock are authorized, of which 1 share of Convertible Series D Preferred Stock are outstanding. Any acquisition or merger
effected by the Company may result in the issuance of additional securities without stockholder approval and may result in substantial
dilution in the percentage of our common stock held by our then existing stockholders. Moreover, shares of our common stock issued in
any such merger or acquisition transaction may be valued on an arbitrary or non-arm’s-length basis by our management, resulting
in an additional reduction in the percentage of common stock held by our then existing stockholders. In an acquisition type transaction,
our Board of Directors has the power to issue any, or all, of such authorized but unissued shares without stockholder approval. To the
extent that additional shares of common stock are issued in connection with a business combination or otherwise, dilution to the interests
of our stockholders will occur and the rights of the holders of common stock might be materially adversely affected.
Obtaining additional capital though
the sale of common stock will result in dilution of stockholder interests
We may raise additional funds in the future
by issuing additional shares of common stock or other securities, which may include securities such as convertible debentures, warrants
or preferred stock that are convertible into common stock. Any such sale of common stock or other securities will lead to further dilution
of the equity ownership of existing holders of our common stock. Additionally, the existing conversion rights may hinder future equity
offerings, and the exercise of those conversion rights may have an adverse effect on the value of our stock. If any such conversion rights
are exercised at a price below the then current market price of our shares, then the market price of our stock could decrease upon the
sale of such additional securities. Further, if any such conversion rights are exercised at a price below the price at which any stockholder
purchased shares, then that particular stockholder will experience dilution in his or her investment.
Our directors have the authority to
authorize the issuance of preferred stock
Our Articles of Incorporation, as amended,
authorize the Company to issue an aggregate of 10,000,000 shares of Preferred Stock. Our directors, without further action by our stockholders,
have the authority to issue shares to be determined by our board of directors of Preferred Stock with the relative rights, conversion
rights, voting rights, preferences, special rights, and qualifications as determined by the board without approval by the shareholders.
Any issuance of Preferred Stock could adversely affect the rights of holders of common stock. Additionally, any future issuance of preferred
stock may have the effect of delaying, deferring, or preventing a change in control of the Company without further action by the shareholders
and may adversely affect the voting and other rights of the holders of common stock. Our Board does not intend to seek shareholder approval
prior to any issuance of currently authorized stock, unless otherwise required by law or stock exchange rules.
We have never paid dividends on our
common stock, nor are we likely to pay dividends in the foreseeable future. Therefore, you may not derive any income solely from ownership
of our stock
We have never declared or paid dividends
on our common stock and do not presently intend to pay any dividends in the foreseeable future. We anticipate that any funds available
for payment of dividends will be re-invested into the Company to further our business strategy. This means that your potential for economic
gain from ownership of our stock depends on appreciation of our stock price and will only be realized by a sale of the stock at a price
higher than your purchase price.
| Item 2. |
Financial Information |
Management’s Discussion and Analysis
or Plan of Operation
Upon effectiveness of this Registration Statement,
we will file with the SEC annual and quarterly information and other reports that are specified in the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), and SEC regulations. Thus, we will need to ensure that we will have the ability to prepare,
on a timely basis, financial statements that comply with SEC reporting requirements following the effectiveness of this registration
statement. We will also become subject to other reporting and corporate governance requirements, including the listing standards of any
securities exchange upon which we may list our Common Stock, and the provisions of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley
Act”), and the regulations promulgated hereunder, which impose significant compliance obligations upon us. As a public company,
we will be required, among other things, to:
| |
· |
Prepare and distribute reports and other stockholder
communications in compliance with our obligations under the federal securities laws and the applicable national securities exchange
listing rules; |
| |
· |
Define and expand the roles and the duties of our Board
of Directors and its committees; |
| |
· |
Institute more comprehensive compliance, investor relations
and internal audit functions; |
| |
· |
Involve and retain outside legal counsel and accountants
in connection with the activities listed above. |
Management for each year commencing with
the year ending December 31, 2021 must assess the adequacy of our internal control over financial reporting. Our internal control over
financial reporting will be required to meet the standards required by Section 404 of the Sarbanes-Oxley Act. We will incur additional
costs in order to improve our internal control over financial reporting and comply with Section 404, including increased auditing and
legal fees and costs associated with hiring additional accounting and administrative staff. Ultimately, our efforts may not be adequate
to comply with the requirements of Section 404. If we are unable to implement and maintain adequate internal control over financial reporting
or otherwise to comply with Section 404, we may be unable to report financial information on a timely basis, may suffer adverse regulatory
consequences, may have violations of the applicable national securities exchange listing rules, and may breach covenants under our credit
facilities.
The significant obligations related to being
a public company will continue to require a significant commitment of additional resources and management oversight that will increase
our costs and might place a strain on our systems and resources. As a result, our management’s attention might be diverted from
other business concerns. In addition, we might not be successful in implementing and maintaining controls and procedures that comply
with these requirements. If we fail to maintain an effective internal control environment or to comply with the numerous legal and regulatory
requirements imposed on public companies, we could make material errors in, and be required to restate, our financial statements. Any
such restatement could result in a loss of public confidence in the reliability of our financial statements and sanctions imposed on
us by the SEC.
Eline Entertainment Group, 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 for Eline Entertainment
Group, Inc. —Comparison of the Years ended December 31, 2021 and 2020
Revenue
We had no revenues from operations during
either 2021 or 2020.
General and Administrative Expense
General and Administrative Expenses were
$0 for the year ended December 31, 2021 compared to Nil for the year ended December 31, 2020, an increase of $0.
Stock compensation expense
During the year ended December 31, 2021,
we incurred $0 on non-cash stock compensation expense from the issuance of common stock for payment of debt on behalf of the company.
There was no stock issued for services or debt payment in the prior year.
Net Loss
We had a net loss of $0 for the year ended
December 31, 2021, compared to Nil for the year ended December 31, 2020.
Liquidity and Capital Resources
As of December 31, 2021, we had $0 of cash,
no liabilities, and an accumulated deficit of $15,071,976. We used zero of cash in operations for the year ended December 31, 20201and
received net proceeds from financing of $0.
The financial statements accompanying this
Report have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments
in the normal course of our business. As reflected in the accompanying financial statements, we have not yet generated any revenue, had
a net loss of $0 and have an accumulated stockholders’ deficit of $0 as of December 31, 2021. These factors raise substantial doubt
about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to raise additional
funds and implement our business plan. The financial statements do not include any adjustments that might be necessary if we are unable
to continue as a going concern.
In the next 12 months our expenses could
be as high at $70,000. Expenses include preparing and distributing reports and other stockholder communications in compliance with our
obligations under the federal securities laws and the applicable national securities exchange listing rules. In addition, we will incur
costs associated with retaining outside counsel, accountants, and transfer agent fees. As we have not yet identified a merger candidate
and have not generated revenue, there is an ongoing concern that EEGI will have the ability to fund these expenses without the assistance
of outside funding.
We may raise additional funds in the future
by issuing additional shares of common stock or other securities, which may include securities such as convertible debentures, warrants
or preferred stock that are convertible into common stock. Any such sale of common stock or other securities will lead to further dilution
of the equity ownership of existing holders of our common stock.
Results of Operations for Eline Entertainment
Group, Inc. — Comparison of the Six Months ended June 30, 2021 and 2020 (unaudited)
Revenue
We had no revenues from operations during
either 2020 or 2021.
General and Administrative Expense
General and Administrative Expenses were
$18,713 for the six months ended June 30, 2022 compared to Nil for the year ended December 31, 2021, an increase of $0.
Stock compensation expense
During the six months ended June 30, 2022,
we incurred $100on non-cash stock compensation expense from the issuance of common stock for services. There was no stock issued for
services in the prior year.
Net Loss
We had a net loss of $18,713 for the six
months ended June 30, 2022, compared to Nil for the year ended December 31, 2021.
Liquidity and Capital Resources
As of June 30, 2022, we had $0 of cash, no
liabilities and an accumulated deficit of $15,090,689. We used zero of cash in operations for the six months ended June 30, 2022 and
received net proceeds from financing of $0.
The financial statements accompanying this
Report have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments
in the normal course of our business. As reflected in the accompanying financial statements, we have not yet generated any revenue, had
a net loss of $18,713 and have an accumulated stockholders’ deficit of $15,090,689 as of June 30, 2022. These factors raise substantial
doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to raise
additional funds and implement our business plan. The financial statements do not include any adjustments that might be necessary if
we are unable to continue as a going concern.
We do not own any property and do not pay
for office space.
| Item 4. |
Security Ownership of
Certain Beneficial Owners and Management |
(a) Security ownership of certain beneficial
owners.
The following table sets
forth, as of December 31, 2021, the number of shares of common stock owned of record and beneficially by our executive officer, director
and persons who beneficially own more than 5% of the outstanding shares of our common stock.
| Name
and Address of Beneficial Owner |
|
Amount
and
Nature of
Beneficial Ownership |
|
Percentage
of Class |
|
| |
|
|
|
|
|
| Small Cap Compliance, LLC |
|
1 Preferred D Shares |
|
100% |
|
| Rhonda Keaveney, CEO |
|
20,000,000 Restricted Common
Shares |
|
.002% |
|
| PO Box 26496 |
|
|
|
|
|
| Scottsdale, AZ 85255 |
|
|
|
|
|
| |
|
|
|
|
|
| Christopher Davies |
|
600,000,000 Restricted
Common Shares |
|
.07% |
|
| Item 5. |
Directors and Executive
Officers |
A. Identification of Directors and Executive Officers.
Our Officers and directors and additional information concerning them
are as follows:
| Name |
|
Age |
|
|
Position |
| Rhonda Keaveney |
|
|
54 |
|
|
CEO, President,
Secretary, Treasurer, Director |
| |
|
|
|
|
|
|
Officer Bios
Rhonda Keaveney, J.D., Chief Executive Officer (age 55)
Rhonda L. Keaveney is the Founder and Managing Member of Small Cap
Compliance, LLC, a securities compliance firm specializing in micro-cap public companies. Ms. Keaveney founded Small Cap Compliance,
LLC in 2014 and has been her principal employment since inception. Her experience includes securities compliance, reverse mergers, custodian
shells, OTC Markets filings and company reorg.
Ms. Keaveney has been appointed custodian of several public entities
in her position with Small Cap Compliance. Her duties as custodian require Ms. Keaveney to rehabilitate a microcap company that is disrepair.
These duties include state filings to reinstate the company, bringing the company current with their transfer agent, holding shareholder
meetings, appointing officer and directors, negotiating company debt, general day to day management and compliance.
Ms. Keaveney’s experience with custodian entities is a great
fit for the position of officer and director of Reynaldos Mexican Food Company, Inc. She has extensive knowledge of microcap companies
that require regulatory compliance. Ms. Keaveney has experience in drafting registration statements (S-1 and Form 10) and regulatory
compliance (Edgar filings, OTC Markets filings, FINRA corporate actions, internal company controls, daily management of public companies).
Ms. Keaveney has worked in the public company industry for over 20
years and has extensive experience in rehabilitating administratively abandoned public companies and mergers and acquisitions.
Ms Keaveney started in the industry as stockbroker in 1993, Series
7 and 63 licensed. After working for several boutique brokerage firms, she moved into the role of compliance officer in 1996, holding
a Series 24 license and managed brokers for mutual fund and annuity companies.
After her role as compliance officer, Ms. Keaveney held the position
of COO for an OTCBB company, MotorSports Emporium, Inc., from 2005 through 2008. She managed the financial accounting department and
maintained SEC compliance for the company. Since then, she has acted as Interim CEO for several OTC Pinks companies and assisted in reorganization
of these entities.
After law school Ms. Keaveney also holds a Juris Doctor degree and
worked as an independent contractor for the State of Arizona in 2013. She was assigned to state appointed attorneys and assisted in preparation
and trying of cases.
EDUCATION AND CREDENTIALS
J.D., Northwestern California School of Law, 2011
B.S.L., Northwestern California School of Law, 2008
Project Management Master Certificate, Villanova
University
| Item 6. |
Executive Compensation
|
For each of the fiscal years
ended December 31, 2021 and 2020 there was no direct compensation awarded to, earned by, or paid by us to any of our executive officers.
| Item 7. |
Certain Relationship
and Related Transactions, and Director Independence |
Regulation S-K, Item 4, Section C require
disclosure of promoters and certain control persons for registrants that are filing a registration statement on Form 10 under the Exchange
Act and that had a promoter at any time during the past five fiscal years shall:
(i) State the names of
the promoter(s), the nature and amount of anything of value (including money, property, contracts, options or rights of any kind) received
or to be received by each promoter, directly or indirectly, from the registrant and the nature and amount of any assets, services or
other consideration therefore received or to be received by the registrant; and
(ii) As to any assets
acquired or to be acquired by the registrant from a promoter, state the amount at which the assets were acquired or are to be acquired
and the principle followed or to be followed in determining such amount, and identify the persons making the determination and their
relationship, if any, with the registrant or any promoter. If the assets were acquired by the promoter within two years prior to their
transfer to the registrant, also state the cost thereof to the promoter.
Small Cap Compliance, LLC and
Rhonda Keaveney are considered promoters under the meaning of Securities Act Rule 405. Rhonda Keaveney was appointed custodian of the
Company and under its duties stipulated by the Nevada court. The Custodian took initiative to organize the business of the issuer. As
custodian, their duties were to conduct daily business, hold shareholder meetings, appoint officers and directors, reinstate the company
with the Nevada Secretary of State. The custodian also had authority to enter into contracts and find a suitable merger candidate. In
addition, Small Cap Compliance, LLC, controlled by Ms. Keaveney, was compensated for its role as custodian and paid outstanding bills
to creditors on behalf of the company. The custodian has not, and will not, receive any additional compensation, in the form of cash
or stock, for custodian services. The custodianship has not been discharged as of this disclosure.
Under Regulation S-K Item 404(c)(2) Registrants
shall provide the disclosure required by paragraphs (c)(1)(i) and (c)(1)(ii) of this Item as to any person who acquired control of a
registrant that is a shell company, or any person that is part of a group, consisting of two or more persons that agree to act together
for the purpose of acquiring, holding, voting or disposing of equity securities of a registrant, that acquired control of a registrant
that is a shell company.
As discussed in Item 1, the Company is deemed a shell company. As
disclosed in Item 4, Small Cap Compliance, LLC/Rhonda Keaveney is considered control persons and acquired control of the Company.
Rhonda Keaveney is our CEO and President. She is not deemed to be
independent under applicable rules. We have not established any committees of the Board of Directors.
Except as set forth
above, there have been no related party transactions, or any other transactions or relationships required to be disclosed.
| Item 8. |
Legal Proceedings |
There are not any material pending legal
proceedings to which the Registrant is a party or as to which any of its property is subject, and no such proceedings are known to the
Registrant to be threatened or contemplated against it.
| Item 9. |
Market Price and Dividends
on the Registrant’s Common Equity and Related Stockholder Matters |
(a) Market information.
Our Common Stock is not trading on any stock
exchange. It is listed, but not quoted, on OTC Markets under the symbol EEGI and there is no established public trading market for the
class of common equity.
(b) Holders.
As of June 30, 2022,
there are approximately 85 holders of an aggregate of 8,264,529,727 shares of our Common Stock issued and outstanding.
(c) Dividends.
We have not paid any cash dividends to date
and do not anticipate or contemplate paying dividends in the foreseeable future. It is the president intention of management to utilize
all available funds for the development of the Registrant’s business.
(d) Securities authorized for issuance under
equity compensation plans.
None.
| Item 10. |
Recent Sale of Unregistered
Securities |
None.
| Item 11. |
Description of Registrant’s
Securities to be Registered |
(a) Common.
We are authorized by our Certificate of Incorporation to issue an
aggregate of 20,000,000,000 shares of capital stock, of which 19,090,000,000 are shares of common stock, Par Value $0.001 per share (the
“Common Stock”) and 10,000,000 are shares of preferred stock, Par Value $0.001 per share (the “Preferred Stock”),
of which, 1,000,000 are designated as Convertible Series D Preferred Stock. As of May 30, 2022, there are 8,264,529,727 shares of Common
Stock issued and outstanding and 1 share of Convertible Series D Preferred Stock issued and outstanding.
Common Stock
All outstanding shares of Common Stock are
of the same class and have equal rights and attributes. The holders of Common Stock are entitled to one vote per share on all matter
submitted to a vote of stockholders of the Company. All stockholders are entitled to share equally dividends, if any, as may be declared
from time to time by the Board of Directors out of funds legally available. In the event of liquidation, the holders of Common Stock
are entitled to share ratably in all assets remaining after payment of all liabilities. The stockholders do not have cumulative or preemptive
rights.
Preferred Stock
Our Certificate of Incorporation authorizes
the issuances of up to 10,000,000 shares of Preferred Stock with designations, rights and preferences determined from time to time by
its Board of Directors. Accordingly, our Board of Directors is empowered, without stockholder approval, to issue Preferred Stock with
dividend, liquidation, conversion, voting, or other rights, which could adversely affect the voting power or, other rights of the holders
of the Common Stock. In the event of issuance, the Preferred Stock could be utilized, under certain circumstances, as a method of discouraging,
delaying or preventing a change in control of the Company.
Each share of Series D Stock shall be convertible,
at the option of the Holder, into 1,000 fully paid and non-assessable shares of the Corporation's Common Stock. If at least one share
of Series D Stock is issued and outstanding, then the total aggregate issued shares of Series D Stock at any given time, regardless of
their number, shall have voting rights 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.
As of May 30, 2022, there is 1
share of Convertible Series D Preferred Stock issued and outstanding.
The description of certain matters relating
to the securities of the Company is a summary and is qualified in its entirely by the provisions of the Company’s Certificate of
Incorporation copies of which have been filed as exhibits to this Form 10.
(b) Debt Securities.
None.
(c) Other Securities To Be Registered.
None.
| Item 12. |
Indemnification of Directors
and Officers |
Our Officers and Directors are indemnified
as provided by the Florida corporate law and our Bylaws. We have agreed to indemnify all our directors and certain officers against certain
liabilities, including liabilities under the Securities Act of 1933. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the provisions described above, or otherwise,
we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities
(other than our payment of expenses incurred or paid by our director, officer or controlling person in connection with the securities
being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act
and will be governed by the adjudication of such issue.
We have been advised that in the opinion
of the Securities Exchange Commission indemnification for liabilities arising under the Securities Act against public policy as expressed
in the Securities Act, and is, therefore, unenforceable. If a claim for indemnification against such liabilities is asserted by one of
our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of
our legal counsel the matter has been settled by controlling precedent, submit question of whether such indemnification is against public
policy to a court of appropriate jurisdiction. We will then be governed by the court’s decision.
| Item 13. |
Financial Statements
and Supplementary Data |
ELINE ENTERTAINMENT GROUP, INC.
CONSOLIDATED FINANCIAL
STATEMENTS
(Audited)
ELINE ENTERTAINMENT GROUP, INC.
FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting
Firm
To the shareholders and the board of directors
of Eline Entertainment Group, Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets
of Eline Entertainment Group, Inc. as of December 31, 2021 and 2020, the related statements of operations, stockholders' equity (deficit),
and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In
our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December
31, 2021 and 2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles
generally accepted in the United States.
Substantial Doubt about the Company’s
Ability to Continue as a Going Concern
The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company
has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience
negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We
are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial
statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matter
Critical audit matters are matters arising
from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee
and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective, or complex judgments.
We determined that there are no critical
audit matters.
/S/ BF Borgers CPA PC
We have served as the Company's auditor since
2022
Lakewood, CO
August 23, 2022
ELINE ENTERTAINMENT GROUP, INC.
BALANCE SHEETS
| | |
December 31, | | |
December 31, | |
| | |
2021 | | |
2020 | |
| ASSETS | |
| | | |
| | |
| Current Assets: | |
| | | |
| | |
| | |
| | | |
| | |
| Cash | |
$ | – | | |
$ | – | |
| | |
| | | |
| | |
| Total Assets | |
$ | – | | |
$ | – | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS' DEFICIT | |
| | | |
| | |
| | |
| | | |
| | |
| Current Liabilities: | |
| | | |
| | |
| Accounts payable | |
$ | – | | |
$ | – | |
| Total Liabilities | |
| – | | |
| – | |
| | |
| | | |
| | |
| Stockholders' Deficit: | |
| | | |
| | |
| Preferred stock, $0.0001 par value; 5,000,000 shares authorized, no shares issued and outstanding | |
| – | | |
| – | |
| Series C Preferred stock, $0.0001 par value; 1,000,000 shares designated, no shares issued and outstanding | |
| – | | |
| – | |
| Common stock, $0.001 par value; 20,000,000,000 shares authorized, 8,264,529,727 shares issued and outstanding | |
| 8,264,530 | | |
| 8,264,530 | |
| Additional paid-in capital | |
| 6,807,446 | | |
| 6,807,446 | |
| Accumulated deficit | |
| (15,071,976 | ) | |
| (15,071,976 | ) |
| Total Stockholders’ Deficit | |
| – | | |
| – | |
| | |
| | | |
| | |
| Total Liabilities and Stockholders' Deficit | |
$ | – | | |
$ | – | |
The accompanying notes are an integral part
of these financial statements.
ELINE ENTERTAINMENT GROUP, INC.
STATEMENTS OF OPERATIONS
| | |
For the Years Ended | |
| | |
December 31, | |
| | |
2021 | | |
2020 | |
| Operating Expenses: | |
| | | |
| | |
| General & administrative expenses | |
$ | – | | |
$ | – | |
| Total operating expenses | |
| – | | |
| – | |
| | |
| | | |
| | |
| Loss from operations | |
| – | | |
| – | |
| | |
| | | |
| | |
| Loss before income taxes | |
| – | | |
| – | |
| | |
| | | |
| | |
| Provision for income taxes | |
| – | | |
| – | |
| | |
| | | |
| | |
| Net loss | |
$ | – | | |
$ | – | |
| | |
| | | |
| | |
| Basic and diluted loss per share | |
$ | – | | |
$ | – | |
| | |
| | | |
| | |
| Basic and diluted weighted average shares | |
| 8,264,529,727 | | |
| 8,264,529,727 | |
The accompanying notes are an integral part
of these financial statements.
ELINE ENTERTAINMENT GROUP, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT
YEARS ENDED DECEMBER 31, 2021 AND 2020
| | |
Preferred Stock | | |
Common Stock | | |
Additional
Paid in | | |
Accumulated | | |
Total Stockholders’ | |
| | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | |
| Balance at December 31, 2019 | |
| – | | |
$ | – | | |
| 8,264,529,727 | | |
$ | 8,264,530 | | |
$ | 6,807,446 | | |
$ | (15,071,976 | ) | |
$ | – | |
| Net loss | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| Balance at December 31, 2020 | |
| – | | |
| – | | |
| 8,264,529,727 | | |
| 8,264,530 | | |
| 6,807,446 | | |
| (15,071,976 | ) | |
| – | |
| Net loss | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| Balance at December 31, 2021 | |
| – | | |
$ | – | | |
| 8,264,529,727 | | |
$ | 8,264,530 | | |
$ | 6,807,446 | | |
$ | (15,071,976 | ) | |
$ | – | |
The accompanying notes are an integral part
of these financial statements.
ELINE ENTERTAINMENT GROUP, INC.
STATEMENTS OF CASH FLOWS
| | |
| For the Years Ended | |
| | |
| December 31, | |
| | |
| 2021 | | |
| 2020 | |
| Cash flows from operating activities: | |
| | | |
| | |
| | |
| | | |
| | |
| Net loss | |
$ | – | | |
$ | – | |
| Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
| Changes in assets and liabilities: | |
| – | | |
| – | |
| | |
| | | |
| | |
| Net cash used in operating activities | |
| – | | |
| – | |
| | |
| | | |
| | |
| Cash flows from investing activities: | |
| – | | |
| – | |
| | |
| | | |
| | |
| Cash flows from financing activities: | |
| – | | |
| – | |
| | |
| | | |
| | |
| Net change in cash | |
| – | | |
| – | |
| | |
| | | |
| | |
| Cash, beginning of year | |
| – | | |
| – | |
| | |
| | | |
| | |
| Cash, end of year | |
$ | – | | |
$ | – | |
The accompanying notes are an integral part
of these financial statements.
ELINE ENTERTAINMENT GROUP, INC.
Notes to the Financial Statements
December 31, 2021
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.
Business operations for Eline Entertainment Group,
Inc. were abandoned by former management and a custodianship action, as described in the subsequent paragraph, was commenced in 2022.
On May
11, 2022, the First Judicial District Court of Laramie, Wyoming granted the Application for Appointment of Custodian as a result of the
absence of a functioning board of directors and the revocation of the Company’s charter. The order appointed Rhonda Keaveney (the
“Custodian”) custodian with the right to appoint officers and directors, negotiate and compromise debt, execute contracts,
issue stock, and authorize new classes of stock.
The court awarded custodianship to the Custodian
based on the absence of a functioning board of directors, revocation of the company’s charter, and abandonment of the business.
At this time, the Custodian appointed Rhonda Keaveney as sole officer and director.
The Custodian attempted to contact the Company’s
officers and directors through letters, emails, and phone calls, with no success.
Small Cap
Compliance, LLC (‘SCC”) is a shareholder in the Company and Rhonda Keaveney is the sole member of SCC. Rhonda Keaveney
applied to the Court for an Order appointing her as the Custodian. This application was for the purpose of reinstating EEGI’s corporate
charter to do business and restoring value to the Company for the benefit of the stockholders.
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”).
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.
Concentration of credit risk
Financial instruments which potentially subject
the Company to concentration of credit risk consist of cash deposits and customer receivables. The Company maintains cash
with various major financial institutions. The Company performs periodic evaluations of the relative credit standing of these institutions. To
reduce risk, the Company performs credit evaluations of its customers and maintains reserves when necessary for potential credit losses.
Cash and cash equivalents
We consider all highly liquid securities with
original maturities of three months or less when acquired to be cash equivalents. There were no cash equivalents as of December 31, 2021
and 2020.
Income Taxes
We follow ASC 740-10-30, which requires recognition
of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements
or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and
tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse.
Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets
will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in
the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in the Statements of Income in the period that includes the enactment date.
We adopted ASC 740-10-25 (“ASC 740-10-25”)
with regard to uncertainty income taxes. ASC 740-10-25 addresses the determination of whether tax benefits claimed or expected
to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10-25, we may recognize the tax benefit
from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing
authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a
position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.
ASC 740-10-25 also provides guidance on derecognition, classification, interest and penalties on income taxes, and accounting in interim
periods and requires increased disclosures. We had no material adjustments to our liabilities for unrecognized income tax benefits
according to the provisions of ASC 740-10-25.
Net Income (Loss) Per Common Share
Net income (loss) per common share is computed
pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by
dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income
(loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially
outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding
common shares assumes that the Company incorporated as of the beginning of the first period presented.
Recent Accounting Pronouncements
The Company has implemented all applicable accounting
pronouncements that are in effect.These pronouncements did not have any material impact on the financial statements unless otherwise
disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have
a material impact on its financial position or results of operations.
NOTE 3 - GOING CONCERN
The accompanying financial statements have been
prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course
of business. The Company has no revenue and has an accumulated a deficit as of December 31, 2021. The Company requires capital for its
contemplated operational and marketing activities. The Company’s ability to raise additional capital through the future issuances
of common stock is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan
of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations.
These conditions and the ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue
as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these
uncertainties.
NOTE 4 – PREFERRED STOCK
The Company has 5,000,000 shares of Preferred
stock authorized, none of which are outstanding as of December 31, 2021 and 2020. 1,000,000 shares are designated Series C convertible
preferred. Each share of Convertible Series C Preferred Stock is convertible into 10,000 shares of common stock. In addition, the Convertible
Series C Preferred Stock has 10,000 voters per share.
NOTE 5 - INCOME TAX
Deferred taxes are provided on a liability method
whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and
deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported
amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion
of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets
and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company is using the U.S.
federal income tax rate of 21%.
The provision for Federal income tax consists of the following December
31:
| | |
| 2021 | | |
| 2020 | |
| Federal income tax benefit attributable to: | |
| | | |
| | |
| Current Operations | |
$ | – | | |
$ | – | |
| Less: valuation allowance | |
| – | | |
| – | |
| Net provision for Federal income taxes | |
$ | – | | |
$ | – | |
The cumulative tax effect at the expected rate of 21% of significant
items comprising our net deferred tax amount is as follows:
| | |
2021 | | |
2020 | |
| Deferred tax asset attributable to: | |
| | | |
| | |
| Net operating loss carryover | |
$ | (3,165,000 | ) | |
$ | (3,165,000 | ) |
| Less: valuation allowance | |
| 3,165,000 | | |
| 3,165,000 | |
| Net deferred tax asset | |
$ | – | | |
$ | – | |
At December 31, 2021, the Company had net operating
loss carry forwards of approximately $3,165,000 that may be offset against future taxable income. No tax benefit has been
reported in the December 31, 2021 or 2020 financial statements since the potential tax benefit is offset by a valuation allowance of
the same amount.
Due to the change in ownership provisions of
the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations. Should
a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.
ASC Topic 740 provides guidance on the accounting
for uncertainty in income taxes recognized in a company’s financial statements. Topic 740 requires a company to determine whether
it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If
the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial
statements.
The Company files income tax
returns in the U.S. federal jurisdiction, and various state and local jurisdictions. Federal income tax returns prior to fiscal year
2017 are closed.
The Company includes interest and penalties arising
from the underpayment of income taxes in the statements of operations in the provision for income taxes. As of December 31, 2021, the
Company had no accrued interest or penalties related to uncertain tax positions.
NOTE 6 – SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10) management
has performed an evaluation of subsequent events through the date that the financial statements were issued and has determined that it
does not have any material subsequent events to disclose in these financial statements other than the following.
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. Each share
of Convertible Series D Preferred Stock is convertible into 1,000 shares of common stock. In addition, the Convertible Series D Preferred
Stock 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.
In May 2022, Ms. Keaveney was compensated for
her role as custodian in the amount of 1 share of Convertible Preferred D Series Stock and 10,000,000 restricted common stock issued
in the name of Small Cap Compliance, LLC.
ELINE ENTERTAINMENT GROUP, INC.
FINANCIAL STATEMENTS
ELINE ENTERTAINMENT GROUP, INC.
CONDENSED BALANCE SHEETS
| | |
June 30, | | |
December 31, | |
| | |
2022 | | |
2021 | |
| | |
(Unaudited) | | |
| |
| ASSETS | |
| | | |
| | |
| Current Assets: | |
| | | |
| | |
| | |
| | | |
| | |
| Cash | |
$ | – | | |
$ | – | |
| | |
| | | |
| | |
| Total Assets | |
$ | – | | |
$ | – | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS' DEFICIT | |
| | | |
| | |
| | |
| | | |
| | |
| Current Liabilities: | |
| | | |
| | |
| Accounts payable | |
$ | – | | |
$ | – | |
| Total Liabilities | |
| – | | |
| – | |
| | |
| | | |
| | |
| Stockholders' Deficit: | |
| | | |
| | |
| Preferred stock, $0.001 par value; 10,000,000 shares authorized | |
| – | | |
| – | |
| Series C Preferred stock, $0.001 par value; 1,000,000 shares designated, no shares issued and outstanding | |
| – | | |
| – | |
| Series D Preferred stock, $0.001 par value; 1,000,000 shares designated, 1 and no shares issued and outstanding, respectively | |
| – | | |
| – | |
| Common stock, $0.001 par value; 20,000,000,000 shares authorized, 8,264,529,727 shares issued and outstanding | |
| 8,264,530 | | |
| 8,264,530 | |
| Additional paid-in capital | |
| 6,826,159 | | |
| 6,807,446 | |
| Accumulated deficit | |
| (15,090,689 | ) | |
| (15,071,976 | ) |
| Total Stockholders’ Deficit | |
| – | | |
| – | |
| | |
| | | |
| | |
| Total Liabilities and Stockholders' Deficit | |
$ | – | | |
$ | – | |
The accompanying notes are an integral part
of these condensed unaudited financial statements.
ELINE ENTERTAINMENT GROUP, INC.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
| | |
For the Three Months Ended | | |
For the Six Months Ended | |
| | |
June 30, | | |
June 30, | |
| | |
2022 | | |
2021 | | |
2022 | | |
2021 | |
| Operating Expenses: | |
| | | |
| | | |
| | | |
| | |
| General & administrative expenses | |
$ | 18,713 | | |
$ | – | | |
$ | 18,713 | | |
$ | – | |
| Total operating expenses | |
| 18,713 | | |
| – | | |
| 18,713 | | |
| – | |
| | |
| | | |
| | | |
| | | |
| | |
| Loss from operations | |
| (18,713 | ) | |
| – | | |
| (18,713 | ) | |
| – | |
| | |
| | | |
| | | |
| | | |
| | |
| Loss before income taxes | |
| (18,713 | ) | |
| – | | |
| (18,713 | ) | |
| – | |
| | |
| | | |
| | | |
| | | |
| | |
| Provision for income taxes | |
| – | | |
| – | | |
| – | | |
| – | |
| | |
| | | |
| | | |
| | | |
| | |
| Net loss | |
$ | (18,713 | ) | |
$ | – | | |
$ | (18,713 | ) | |
$ | – | |
| | |
| | | |
| | | |
| | | |
| | |
| Basic and diluted loss per share | |
$ | (0.00 | ) | |
$ | – | | |
$ | (0.00 | ) | |
$ | – | |
| | |
| | | |
| | | |
| | | |
| | |
| Basic and diluted weighted average shares | |
| 8,264,529,727 | | |
| 8,264,529,727 | | |
| 8,264,529,727 | | |
| 8,264,529,727 | |
The accompanying notes are an integral part
of these condensed unaudited financial statements.
ELINE ENTERTAINMENT GROUP, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2022
(Unaudited)
| | |
Preferred Stock | | |
Common Stock | | |
Additional
Paid in | | |
Accumulated | | |
Total Stockholders’ | |
| | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | |
| Balance at December 31, 2020 | |
| – | | |
$ | – | | |
| 8,264,529,727 | | |
$ | 8,264,530 | | |
$ | 6,807,446 | | |
$ | (15,071,976 | ) | |
$ | – | |
| Net loss | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| Balance at March 31, 2021 | |
| – | | |
| – | | |
| 8,264,529,727 | | |
| 8,264,530 | | |
| 6,807,446 | | |
| (15,071,976 | ) | |
| – | |
| Net loss | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| Balance at June 30, 2021 | |
| – | | |
$ | – | | |
| 8,264,529,727 | | |
$ | 8,264,530 | | |
$ | 6,807,446 | | |
$ | (15,071,976 | ) | |
$ | – | |
| | |
Series D Preferred Stock | | |
Common Stock | | |
Additional
Paid in | | |
Accumulated | | |
Total Stockholders’ | |
| | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | |
| Balance at December 31, 2021 | |
| – | | |
$ | – | | |
| 8,264,529,727 | | |
$ | 8,264,530 | | |
$ | 6,807,446 | | |
$ | (15,071,976 | ) | |
$ | – | |
| Net loss | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| Balance at March 31, 2022 | |
| – | | |
| – | | |
| 8,264,529,727 | | |
| 8,264,530 | | |
| 6,807,446 | | |
| (15,071,976 | ) | |
| – | |
| Preferred stock issued – related party | |
| 1 | | |
| – | | |
| – | | |
| – | | |
| 18,713 | | |
| – | | |
| 18,713 | |
| Net loss | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| (18,713 | ) | |
| (18,713 | ) |
| Balance at June 30, 2022 | |
| 1 | | |
$ | – | | |
| 8,264,529,727 | | |
$ | 8,264,530 | | |
$ | 6,826,159 | | |
$ | (15,090,689 | ) | |
$ | – | |
The accompanying notes are an integral part
of these condensed unaudited financial statements.
ELINE ENTERTAINMENT GROUP, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
| | |
For the Six Months Ended | |
| | |
June 30, | |
| | |
2022 | | |
2021 | |
| Cash flows from operating activities: | |
| | | |
| | |
| | |
| | | |
| | |
| Net loss | |
$ | (18,713 | ) | |
$ | – | |
| Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
| Preferred stock issued – related party | |
| 18,713 | | |
| – | |
| Changes in assets and liabilities: | |
| – | | |
| – | |
| | |
| | | |
| | |
| Net cash used in operating activities | |
| – | | |
| – | |
| | |
| | | |
| | |
| Cash flows from investing activities: | |
| – | | |
| – | |
| | |
| | | |
| | |
| Cash flows from financing activities: | |
| – | | |
| – | |
| | |
| | | |
| | |
| Net change in cash | |
| – | | |
| – | |
| | |
| | | |
| | |
| Cash, beginning of period | |
| – | | |
| – | |
| | |
| | | |
| | |
| Cash, end of period | |
$ | – | | |
$ | – | |
The accompanying notes are an integral part
of these condensed unaudited financial statements.
ELINE ENTERTAINMENT GROUP, INC.
Notes to the Financial Statements
June 30, 2022
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.
Business operations for Eline Entertainment Group,
Inc. were abandoned by former management and a custodianship action, as described in the subsequent paragraph, was commenced in 2022.
On May
11, 2022, the First Judicial District Court of Laramie, Wyoming granted the Application for Appointment of Custodian as a result of the
absence of a functioning board of directors and the revocation of the Company’s charter. The order appointed Rhonda Keaveney (the
“Custodian”) custodian with the right to appoint officers and directors, negotiate and compromise debt, execute contracts,
issue stock, and authorize new classes of stock.
The court awarded custodianship to the Custodian
based on the absence of a functioning board of directors, revocation of the company’s charter, and abandonment of the business.
At this time, the Custodian appointed Rhonda Keaveney as sole officer and director.
The Custodian attempted to contact the Company’s
officers and directors through letters, emails, and phone calls, with no success.
Small Cap
Compliance, LLC (‘SCC”) is a shareholder in the Company and Rhonda Keaveney is the sole member of SCC. Rhonda Keaveney
applied to the Court for an Order appointing her as the Custodian. This application was for the purpose of reinstating EEGI’s corporate
charter to do business and restoring value to the Company for the benefit of the stockholders.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company’s unaudited condensed financial
statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S.
GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect
all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial
position, results of operations and cash flows of the Company as of and for the six month period ending June 30, 2022 and not necessarily
indicative of the results to be expected for the full year ending December 31, 2022. These unaudited financial statements should be read
in conjunction with the financial statements and related notes included in the Company’s financial statements for the year ended
December 31, 2021.
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.
Concentration of credit risk
Financial instruments which potentially subject
the Company to concentration of credit risk consist of cash deposits and customer receivables. The Company maintains cash
with various major financial institutions. The Company performs periodic evaluations of the relative credit standing of these institutions. To
reduce risk, the Company performs credit evaluations of its customers and maintains reserves when necessary for potential credit losses.
Cash and cash equivalents
We consider all highly liquid securities with
original maturities of three months or less when acquired to be cash equivalents. There were no cash equivalents as of June 30, 2022
and December 31, 2021.
Net Income (Loss) Per Common Share
Net income (loss) per common share is computed
pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by
dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income
(loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially
outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding
common shares assumes that the Company incorporated as of the beginning of the first period presented.
Recent Accounting Pronouncements
The Company has implemented all applicable accounting
pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise
disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have
a material impact on its financial position or results of operations.
NOTE 3 - GOING CONCERN
The accompanying unaudited financial statements
have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the
normal course of business. The Company has no revenue and has an accumulated a deficit as of June 30, 2022. The Company requires capital
for its contemplated operational and marketing activities. The Company’s ability to raise additional capital through the future
issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated
plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue
operations. These conditions and the ability to successfully resolve these factors raise substantial doubt about the Company’s
ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the
outcome of these uncertainties.
NOTE 4 – PREFERRED STOCK
The Company has 1,000,000 shares of preferred
stock designated Series C convertible preferred. Each share of Convertible Series C Preferred Stock is convertible into 10,000 shares
of common stock. In addition, the Convertible Series C Preferred Stock has 10,000 voters per share. There are no shares of Series C convertible
preferred issued.
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. Each share
of Convertible Series D Preferred Stock is convertible into 1,000 shares of common stock. In addition, the Convertible Series D Preferred
Stock 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.
NOTE 5 – RELATED PARTY TRANSACTIONS
In May 2022, Ms. Keaveney was issued 1 share
of Convertible Preferred D Series Stock in the name of Small Cap Compliance, LLC, for expense reimbursement and services as custodian
of the Company.
| Item 14. |
Changes in and Disagreements
with Accountants on Accounting and Financial Disclosure |
There are no changes in or disagreements with Accountants on Accounting
and Financial Disclosure.
| Item 15. |
Financial Statements and Exhibits |
Exhibit
Number and Description
SIGNATURES
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized.
| |
ELINE ENTERTAINMENT GROUP, INC. |
|
| |
|
|
|
| Date: August 23, 2022 |
By: |
/s/ Rhonda Keaveney |
|
| |
Name: |
Rhonda Keaveney |
|
| |
Title: |
CEO |
|
Exhibit 3.1
Eline Entertainment Group, Inc.
Corporation By-Laws
Section 1. Purposes: The Corporation may conduct any lawful business.
Section 2. Board of Directors: The management of the property and affairs of this Corporation shall be vested in its Board of Directors, herein referred to as the Board.
Section 3. Composition of the Board:
| |
A. |
Membership |
| |
|
The Board shall be composed of the Officers of the Corporation
and a Director who shall serve as Chairperson of the Board. |
| |
B. |
Term and Election |
| |
|
The Director and Officers shall be elected
by the Stockholders of the Corporation in an election conducted by the Secretary. The Director and Officers shall serve annual terms automatically
renewed unless an election is called. |
| |
C. |
Resignation and Removal |
| |
|
The Director and Officers may resign at any time effective
upon written notice to the Director or Secretary. Any Director or Officer may be removed for any reason. |
Section 4. Meetings of the Board:
| | A. |
Annual Meeting |
| | |
The Board shall hold an annual meeting. During the annual
meeting, the Board shall conduct all business as permitted in the By-Laws. |
| | B. |
Special Meetings |
| | |
A Special Meeting of the Board may be
called by the Director or any Officer. Notice of a Special Meeting shall provide at least forty-eight (48) hours’ notice to the
Director and Officers together with a description of the business to be addressed at the Special Meeting. |
| | C. |
Notice |
| | |
The Secretary shall confirm and/or cause notice of each Meeting
to be given to each Director and Officer and shall send a copy to the Corporation’s General Counsel. |
| | D. |
Conduct of Meetings |
| | |
Meetings of the Board shall be conducted
in a courteous, respectful and professional manner. The Director and Officers shall freely express questions, opinions, and concerns. |
| | E. |
Quorum |
| | |
When there are two (2) or more members
of the Board, a majority of the Board must be present to hold a Board Meeting. |
| | |
|
| | |
If Notice has been properly and timely
given pursuant to Section 4 (C), and a Board member fails to attend the Board Meeting, then a second meeting may be Noticed to address
the same exact business issues. If the same Board member fails to attend the second meeting, then a single Board member shall constitute
a quorum sufficient to hold a Board Meeting. |
Eline Entertainment Group, Inc.
Corporation By-Laws
| |
F. |
Vote Required to Adopt |
| |
|
|
| |
|
Except as set forth in Section 13, a majority vote by the
Board Members shall be necessary to carry any motion. |
Section 5. Meetings of the
Stockholders:
| |
A. |
Purpose |
| |
|
A Stockholder Meeting may be held for any purpose. |
| |
B. |
Notice |
| |
|
Any Stockholder may call a Stockholder
Meeting by giving at least forty-eight (48) days’ notice to each Stockholder together with a description of the business to be addressed
at the Stockholder Meeting. |
| |
C. |
Voting and Proxy Voting |
| |
|
Each Share of stock in the Corporation
shall have one (1) vote. Stockholders may vote their Shares directly or via proxy, duly given in writing and filed with the Secretary
of this Corporation prior to the commencement of the Meeting. |
| |
D. |
Quorum |
| |
|
Holders of Shares owning at least fifty-one
percent (51%) of the issued and outstanding Shares of stock in the Corporation must be present in person or by proxy in order to hold
any Stockholder Meeting. |
| |
E. |
Vote Required to Adopt |
| |
|
Except as set forth in Section 13, a majority vote by the
Stockholders present shall carry any motion. |
Section 6.
Notice: To the extent that notice is required or implied by any provision of these By-Laws, notice shall be given by sending
notice to the email address on file with the Secretary of the Corporation. Each Stockholder understands the need to keep a current
email address on file and to give written notice of all changes in the email address to the Secretary of the Corporation. Notice
shall be deemed given and received as of the date the notice is sent via email.
Section 7.
Power and Duties of the Board: The Board shall have the following powers and duties in addition to those set forth in Chapter 19
of the Wyoming Business Corporation Act or other applicable law:
|
A. | Policy |
| |
| The Board shall control the property
and personnel of the Corporation. The Board shall determine the manner and method of conducting the business and affairs of the Corporation. |
|
B. | Budget |
| |
| The President and Treasurer shall prepare
and provide a budget for the Corporation and shall supervise the expenditure of funds. The proposed budget shall be presented by the President
and Treasurer to the Board at each Annual Meeting. The budget shall be subject to revision at that time and ratification by the Board. |
Eline Entertainment Group, Inc.
Corporation By-Laws
| C. | Annual Statement |
| | | The President shall prepare and provide
a Statement of Affairs for the Corporation. The Statement of Affairs shall be presented by the President to the Board at each Annual Meeting.
The statement shall be subject to revision at that time and ratification by the Board. |
| D. | Distributions |
| | | The Board may approve a distribution of funds to each Stockholder in a pro-rata amount
for each share of Stock held in the Corporation. |
| E. | Compensation |
| | | The Director and Officers may receive
reasonable compensation for their services, except that they shall be entitled to and reimbursed for expenses incurred on behalf of the
Corporation upon presentation of adequate proof of such expenditure. |
Section 8. Duties of the Board Members
| |
A. |
Director: The duties of the Director shall be: |
| |
| 1. | General oversight of the business and affairs of the Board; and |
| |
| 2. | Preside at all meetings of the Board and the Stockholders; |
| |
B. |
President: The duties of the Director shall be: |
| |
| 1. | Appoint committees and delegate assignments; and |
| |
| 2. | Serve as the Corporate representative on all business matters. |
| |
C. |
Secretary: The duties of the Secretary shall be: |
| |
| 1. | Keep minutes of all meetings of the Board and Stockholders; |
| |
| 2. | Keep a record of all elections at meetings of the Board and Stockholders; |
| |
| 3. | See that all notices are duly given as set forth in these By-Laws; |
| |
| 4. | Maintain a register of the shares of stock issued by the Corporation; |
| |
| 5. | Serve as custodian of all records of this Corporation except those required by other Officers and committee
chairpersons pursuant to their duties. |
| |
D. |
Treasurer: The duties of the Treasurer shall be: |
| |
| 1. | Collect funds owing to this Corporation and supervise the disbursement of funds of this Corporation; |
| |
| 2. | Prepare and present to the Director and Officers an annual Budget and report of income and expenditures,
accounting for all funds collected and disbursed; |
Section 9
Contracts: The Board may authorize any Officer or agent of the Corporation to enter into any contract or execute and deliver any
instrument on behalf of the Corporation, and such authority may be general or confined to specific instances.
Section 10
Loans: No loan shall be taken by the Corporation unless specifically authorized by a resolution of the Board.
Section 11 Inspection
of Records: The Budget, Minutes, and other administrative and operational records of the Corporation shall be open to inspection upon
written demand by the Director, any Officer, and any Stockholder owning more than thirty-five percent (35%) of the Shares of stock in
the Corporation. The Board and Stockholders agree that this restriction is reasonable and necessary to protect the trade secrets and other
confidential and sensitive information contained within the books and records of the Corporation.
Eline Entertainment Group, Inc.
Corporation By-Laws
Section 12
Indemnity: The Director, Officers, and all agents or employees shall be defended and indemnified by the Corporation against all
claims relating to the course and scope of their duty or duties to the Corporation. The Corporation shall have no duty to indemnify
or defend the Director, Officers, agents, or employees from claims of gross negligence, criminal negligence, intentional misconduct,
and/or fraud.
Section 13
Super Majority Votes: Motions on the following issues shall require the vote of at least sixty-five percent (65%) of the
Stockholders to carry:
| A. | Amending these By-Laws; |
| B. | Capital Contributions; |
| C. | Removal of the Director or any Officer; |
| D. | Issuing New Shares of stock; |
| E. | Issuing New Classes of Shares; |
| F. | Terminating or rejecting the defense or indemnity of any Director, Officer, agent, or employee; and |
| G. | Terminating, Dissolving, or winding down the business affairs of the Corporation or liquidating more than
half of the assets and property of the Corporation. |
Section 14 Capital
Calls. The Board may approve a Capital Call for each holder of Shares to contribute an additional pro-rata amount to the Corporation
with ten (10) days’ notice. Upon the Board’s approval of a Capital Call, a Stockholder Meeting shall be held within ten (10)
days for the holders of Shares to vote upon confirmation of the Capital Call. If the Capital Call is approved and confirmed at the Stockholder
Meeting, then within ten (10) days each Stockholder shall contribute to the Corporation a pro-rata amount per share of Stock.
If any stockholder is unable
or unwilling to the capital contribution, then that Stockholder shall forfeit one share for each ten dollars ($10.00) in capital contribution
not made. Forfeited shares shall be returned to the Corporation to be held as Treasury shares. Forfeited shares may be redeemed by the
Stockholder who forfeited them by paying the contribution plus ten percent (10%) to the Corporation within thirty (30) days of the date
the capital contribution was due.
Section 15
Stock Transfer Restrictions. A Stockholder contemplating a sale or transfer of any shares of Stock in the Corporation to any
third party shall first provide written Notice of Intent to Sell Stock to the Board and all the other Stockholders which shall
include the name of the proposed purchaser and the full terms and conditions of the proposed sale. The other Stockholders shall have
thirty (30) days from Notice of Intent To Sell Stock to give written Notice of Intent to Purchase Stock on the same terms and
conditions as set forth in the Notice of Intent to Sell Stock.
If no Stockholder gives Notice
of Intent to Purchase Stock within thirty (30) days, then the Stockholder may sell as set forth in the Notice of Intent to Sell Stock
provided that a majority of the remaining Stockholders approve the sale or transfer to the proposed third-party purchaser.
Any purported sale or transfer
of shares of Stock in the Corporation undertaken without compliance with all the provisions of Section 15 shall be void and without effect.
Any potential purchaser of
shares of Stock in the Corporation Buyer shall be advised of the restrictions imposed by these By-Laws and Nevada law, including but not
limited to Chapters 78, 78A, and 90 of the Nevada Revised Statutes.
Section 16
Definition of Preferences, Privileges, and Rights of Classes of Shares. The Corporation is authorized to issue 20,010,000,000
Shares of Stock. There shall be one class of common stock in the Corporation.
Section 17
Catch-All-Provision: If or when the Board desires to take action that is not specifically permitted in these By-Laws, then the
authority of the Board shall be construed as broadly as reasonably possible to permit the Board to act in the best interests of the
Corporation.
Eline Entertainment Group, Inc.
Corporation By-Laws
APPROVAL and ACCEPTANCE
The above By-Laws were adopted
by the Board as the By-Laws of said Corporation by a unanimous vote of the Stockholders and Board Members for the Corporation.
IN WITNESS WHEREOF, the Director
and Officers, and Stockholders of Eline Entertainment Group, Inc. adopt these By-Laws.
| Director and Officer |
Stockholder |
| |
|
| /s/ Rhonda Keaveney |
/s/ Rhonda Keaveney |
| Name: Rhonda Keaveney |
Name: Small Cap Compliance, LLC |
| Title: CEO |
Control Person: Rhonda Keaveney |
| June
1, 2022 |
June
1, 2022 |
Exhibit 10.1
STATE OF WYOMING ) ) SS: COUNTY OF LARAMIE ) IN THE DISTRICT COURT FIRST JUDICIAL DISTRICT IN THE MATTER OF: ELINE ENTERTAINMENT GROUP, INC., a Wyoming Corporation , RHONDA KEAVENEY, Petitioner ) ) ) Docket No. 2022 - CV - 200 - 397 ) ) FILED JUL 2 9 2022 ORDER DISCHARGING RECEIVER Dill.HE S! \ \ : HEZ AND DISMISSING RECEIVERSHIP CLER+< OF T t·!E DISTRICT CO URT This matter having come before the Comi upon the Petitioner's Motion/or Discharge of Receiver and Dismissal of Receivership and the Court having reviewed the lvlotion and being otherwise fully advised, FINDS that Petitioner should be discharged as receiver of Eline · Entertainment Group, Inc. and the receivership should be dismissed as it is no longer necessary . IT IS HEREBY ORDERED that Rhonda Keaveney , acting as Manager of Small Cap Compliance, LLC, is hereby DISCHARGED as receiver ofEline Entertainment Group, Inc . , and the receivership is DISMISSED as it is no longer necessary . DATED this d { ) dayo i / THE HONORABLE PETER FROELI HER DISTRICT COURT JUDGE
CLERK'S CERTIFICATE OF SERVICE bYI ce11ify that I distributed a true and coITect copy of the foregoing this c13 day of - - '=;e."1 - ---- ' " --- " - " ,::: -- l,L - - ' 2022 as indicated: Lu . s Buckl Y. Sean M. Larson Hathaway & Kunz , LLP 2515 Warren Avenue, Suite 500 P.O. Box 1208 Cheyenne, WY 82001 Bline Entertainment Group, Inc. c/o Registered Agents Inc. 30 N Gould St Ste R Sheridan, WY 82801 [ ] U.S. Mail 1><f Box in Clerk's Office [ ]l1 acsimile [X] U.S. Mail [_] Fax [_] Hand Delivered [_] E - mail: (md DEPUTY CLERK OF DISTRICT COURT - 2 -
STATE OF WYOMING ) ) SS: COUNTY OF LARAMIE ) IN THE DISTRICT COURT FIRST JUDICIAL DISTRICT ) ) IN THE MATTER OF: ELINE ENTERTAINMENT GROUP, INC., a Wyoming Corporation , Docket No. 2022 - CV - 200 - 39, RHONDA KEAVENEY, Petitioner ) f [ " l D ' - "N4_iv 1 Dt. r J 2022 ORDER GRANTING PETITION FOR APPOINTMENT ofl£RI( Iv£ S - 4, \ 'i RECEIVER FOR CORPORATION rli£ D1sr;/!,£ couRr THIS MATTER coming before the Court on the Petition for Appointment of Custodian or Receiver of Corporation, and the Court being fully advised, FINDS and ORDERS as follows : 1. At all times relevant hereto Rhonda Keaveney (hereinafter "Ms . Keaveney") was and is Manager of Small Cap Compliance, LLC, a company that is a shareholder in Eline Ente 1 iainment Group, Inc . , a Wyoming corporation (hereinafter "Eline") . 2. The Petition requests appointment of a custodian or receiver for a Wyoming corporation . Therefore,jurisdiction and venue are proper in Wyoming and in this judicial district . 3. On June 21 , 2017 , Eline filed Articles of Domestication in Wyoming, domesticating the Nevada corporation into Wyoming . On August 9 , 2020 , Eline was administratively dissolved by the State of Wyoming for failure to file an annual report and pay annual fees . 4. On December 22 , 2021 , Ms . Keaveney sent a demand letter to Eline's registered agent in Wyoming, principal office and mailing address in Wyoming, and another potential last known address in California . The cun - ent registered agent is Registered Agents, Inc . 5. Ms. Keaveney searched for information on Eline through Google, Seeking Alpha, Reuters, Yahoo Finance, StockTwits, and OTC Markets .
6. Ms. Keaveney emailed the transfer agent for the company to request info1mation. Ms . Keaveney attempted to contact the corporation by email and the email was not responded to by the individual whose information was provided by the transfer agent . Ms . Keaveney also emailed two email addresses she found for the company and did not receive responses . 7. Eline has not filed its annual repmi with the State of Wyoming since April 29, 2017. Petitioner has no knowledge of any annual or special meetings held by the corporation since that date . 8. Eline has issued a currently unknown amount of shares, which are held by a cmrently unknown amount of shareholders . 9. No annual report or meeting have occun - ed since April 29 , 2017 , when Eline filed its last annual repo 1 i with the Wyoming Secretary of State's Office . Petitioner is unaware of any annual meetings that have occmred since that date . There is no infmmation available to any of the shareholders on the makeup of the shareholders, board of directors, or officers . 10. IITeparable injury is threatened and being suffered . Eline is not in compliance with federal and state law as described throughout this petition . 11. According to public record, Eline has failed to file an annual report with the Wyoming Secretary of State's Office or hold an annual meeting for nearly two years, violating both Wyoming Statute † 17 - 16 - 1630 and Wyoming Statute † 17 - 16 - 701 . Eline has not met its obligations under the Securities and Exchange Act of 1933 . 12. As a publicly held corporation, it is required to provide "cun - ent public information" to its stockholders under the Securities Exchange Act of 1933 but has not published such information for years . OF RECEIVER FOR A CORPORATION - 2 - ORDER GRANTING PETlTION FOR APPOINTMENT
13. Eline has been insolvent or in imminent danger of insolvency since corporate action ceased in 2017 . 14. Eline has also forfeited its corporate rights by violating state and federal law. The corporation needs to comply with state and federal law to regain its corporate rights. 15. The circumstances wainnt the appointment of a receiver for the corporation. IT IS THEREFORE ORDERED, ADJUDGED, and DECREED that Ms. Keaveney, as manager of Small Cap Compliance, LLC, is hereby appointed receiver of Eline Entertainment Group, Inc . , thereby allowing her to exercise all of the powers of the corporation, through or in place of its board of directors, to the extent necessary to manage the business and affairs of the corporation . IT IS ALSO ORDERED that Petitioner shall post a surety bond of $ 10 , 000 as required under Wyoming Statute † 1 - 33 - 103 , filing notice of such with her oath . IT IS SO ORDERED. DATED this day of May, 2022. HONORABLE PETER H. FROELICHER DISTRICT COURT WDGE STAT E O F WYOMIN G COUNT Y O F IARAMI E - : , SS CHEYENNE I Diane S'anchez . Clerk ol the OisUicl Court in and for !he Collnly of Laramie . Wyoming . do hereby certify Iha! Ille within and forogolng is a lull true and correct copy ol the 0<1glnal thereof as Iha appears on 1,1 ! or ol record ,n my olf!C8 and ttial lhe sarne is m full !or c e and e . ffect as of lh1s dale im . Wilness 111'1 hand and seal ol said cotxl lh ll.. day ol Jj/ . . DIANE ANCHEZ l/ \ fu r = By - U D m! .. OF RECEIVER FOR A CORPORATION - 3 - . .. y ORD E R GRANTfNG PETITION FOR APPOfNTMENT
Clerk of District . Court certifies copies were distributed on 5··) \ .. 1.,1 to: Copies to: ORDER GRANTING P E TITIONFOR APPOINTMENT OF RECEIVER FOR A CORPORATION - 4 - Lucas Buckley (Wyo. Bar #6 - 3997) Sean M . Larson (Wyo. Bar #7 - 5112) HA IHA WAY & KUNZ, LLP P. 0 . Box 1208 Cheyenne, WY 82003 - 1208 - r) Phone: 307 - 634 - 7723 Fax: 307 - 634 - 0985 lbuckl ey@ hkwyola w.c om s l a r s on @ hkw y ol aw .com Eline Ente1iainment Group, Inc. c/o Registered Agents, Inc. 30 N Gould St. Ste R Sheridan, WY 82801 ;Yv") Eline Ente1iainment Group, Inc. 412 N Main St. Ste 100 Buffalo , WY 82834 - YYl
Exhibit 10.2
Ed Murray Wyoming Secretary of State 2020 Carey Avenue, Suite 700 Cheyenne, WY 82002 - 0020 Ph. 307.777.7311 Fax 307.777.5339 Email: Business@wyo.gov • Ed Murray, WY Secretary of State FILED: 06/21/2017 09:55 AM ID: 2017 - 000758776 Foreign Profit Corporation Articles of Domestication Pursuant to W.S. 17 - 16 - 1801 the undersigned hereby applies for a Certificate of Domestication. 1. Corporation name: IEline Entertainment Group, Inc. 2. Incorporated under the laws of: I._N_e_v_a_d_a_ • , (State of formation) 3. Date of incorporation: j06/12/1997 ( mm/ddlyyyy) 4. Period of duration: I Perpetua l I (This is referring to the length of time the corporation intends to exist and not the length of time it has been in existence. The most common term used is ''perpetual. ") 5. Mailing address of the corporation: 224 Datura #1015 West Palm Beach, FL, 33401 F =•l 6. office address 7. Name and physical address of its registered agent: (The registered agent may be an individual resident in Wyoming or a domestic or foreign business entity authorized to transact business in Wyoming. The registered agent !!l1J † J. have a physical address in Wyoming. If the registered office includes a suite number, it must be included in the registered office address. A Drop Box is not acceptable. A PO Box is acceptable if listed in addition to a physical address.) Name: !Registered Agents, Inc . Address: 1412 N. Main St. #100 _Buffalo, WY 82834 (If mail is received at a Post Office Box, please list above in addition to the physical address.) 8. Purpose or purposes of the corporation which it proposes · The Company is a nutritional supplement company ono,!t.a/"'I stress release, joint and heart health, and weight - las ral supplements such as . lthy hair and anti - aging. FP - ArticlesDomestication - Revised February 2017
REQUIRED ATTACHMENTS TO INCLUDE WITH THE FILING: I A certified copy of its original articles of incorporation and all amendments currently certified within the last six ( 6 ) months by the proper officer of the state of formation . I The complete d application must be accompanie d by an original certificate of existence/good standing , dated not more than thirty ( 30 ) days prior to filing in Wyoming , duly authenticated by the Secretary of State or other official having custod y of corporate records in the state of formation . I I 9. Names and usual business addresses of its current officers and directors: Office President Vice President Address !Miro Zecevic Secretary Treasurer Director 1224 Datura #1015 West Palm Beach, FL, 33401 s :tSbl sci Si ;31 M Director Director 10. Aggregate number of shares or other ownership units which it has the authority to issue. (Itemize by classes, par value of shares, shares without par value and series, if any, within a class.) 1o,ooo,000,000 Common Shares, 5,000,000 Class A Preferred Shares 11. Aggregate number of issued shares or other ownership units. (Itemize by classes, par value of shares, shares without par value and series, if any, within a class.) 2,664,529,727 Common Shares Issued, 3,000,000 Class A Preferred Issued 12. The corporation a pts the constitution of the state of Wyoming in compliance with the requirement of n 5 r h i/onstiru/ Date : I O ( m S m / 1 / d 6 d l / y 2 y y 0 y 1 ) 7 1 1 Signature: - .. - . = . .." - :.. - - :... - =.. / - = - V - = - - = \ - - = - - = - - = - - = - - = - - = - - = - - = - - = - - = - - = - - = - - = - - = - - = - - = - - = - - = - - = - -- = - - . - Print Name: I Miro Zecevic Title: I President Daytime Phone Number: ! . . ( 5 . _6_1_ ) _6_4_ 4 6_36_3 I Contact Person : . I . M . _ir_o_Z_e_c_e_v_ic ,I Email: jmiro@minamargroup.com (Email provided will receive annual report reminders and filing evidence) *May list multiple email addresses , FP - ArticlesDomestication - Revised February 2017
Ed Murra
y Wyoming Secretary of State 2020 Carey Avenue, Suite 700 Cheyenne, WY 82002 - 0020 Ph. 307.777.7311 Fax 307.777.5339 Email: Business@wyo.gov Consent to Appointment by Registered Agent I, REGISTERED AGENTS INC. (name of registered ageni) , registered office located at 412 N. MAIN STREET, STE 100, BUFFALO, WY 82834 voluntarily consent to serve * (registered office physical address, city, state & zip) I Eline Entertainment Group, Inc. as the registered agent for , . (name of business entity) I hereby certify that I am in compl a7 with the requirements of W.S. 17 - 28 - 101 through W.S. 17 - 28 - 111. Sig,iature: ; 'fl - I - Vi Date)S/30/2017 (mmlddlyyyy) (Shall be executed by the registered agent.) Print Name: I BILL HAVRE loaytime Phone: I (307) 200 - 2803 Title: I Assistant Secretary I Email: I reports@registeredagentsinc.com Registered Agent Mailing Address (if different than above): * If this is a current registered agent changing their registered address on file, complete the following: Previous Registered Office(s): I hereby certify that: • After the changes are made, the street address of my registered office and business office will be identical. • This change affects every entity served by me and I have notified each entity of the registered office change. • I certify that the above information is correct and I am in compliance with the requirements of W.S. 17 - 28 - 10 I through w.s. 17 - 28 - 111. Signature: (Shall be executed by the registered agent.) RAConsent - Revised October 2015 Date: I. . ( mmlddlyyyy)
STATE OF NEVADA BARBARA K. CEGAVSKE s,a·etmy of St mt KIMBERLEY PERONDJ Dep11ty Sec:rt!ltN)' for Co11111111rdnl Rl!cardmgs Co11u,1erclal Recordings Division 202 N. Canon street Canon City, NV 89701 - 4201 Telephone (17 .S) 684 - .5708 Fax(l7.S) 684 - 7138 OFFICE OF TIIE SECRETARY OF STATE Certified Copy May 24, 2017 Job Number: Reference Number: Expedite: Through Date: C20170523 - 2294 00010644148 - 38 The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State's Office, Commercial Recordings Division listed on the attached report . Document Number(s) C12526 - 1997 - 001 C12526 - 1997 - 007 Cl2526 - 1997 - 008 Cl2526 - 1997 - 010 C12526 - 1997 - 01l C12526 - 1997 - 013 20050460326 - 98 00002350831 - 82 20090577302 - 65 20090858010 - 93 20110003868 - 99 20150532487 - 77 Description Articles of Incorporation Amendment Amendment Amendment Amendment Amendment Certificate ofDesignation Amendment Certificate ofDesignation Amendment Amendment Certificate of Designation Number or Pages 9 Pages/I Copies 1 Pages/I Copies 2 Pages/I Copies 2 Pages/I Copies 1 Pages/l Copies 1 Pages/I Copies 2 Pages/l Copies 1 Pages/I Copies 5 Pages/I Copies 1 Pages/I Copies 1 Pages/I Copies 1 Pages/I Copies Commercial Recording Division 202 N. Carson Street Carson City, Nevada 897014201 Telephone (775) 684 - 5708 Fa, (775) 684 - 7138
Respectfully, K. - Barbara K. Cegavske Secretary of State Certified By: Jennifer Wilton Certificate Number: C20170523 - 2294 You may verify this certificate online at http://www.nvsos.gov/
Filed in the office of - Ross Miller Secretary of State State ofNevada Document Number 20160323281 - 88 FilmgDate and Time 07/21/2016 2:42 PM Entity Number E0359192014 - 3 BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701 - 4201 (775) 684 - 5708 Website: www.nvsos.gov 1111111 11111111111111111111 1111111111111 •090303• Certificate of Change Pursuant to NRS 78.209 US£ BLACK INK ONLY • DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY Certificate of Change filed Pursuant to NRS 1a.209 For Nevada Profit Corporations 1. Name of corporation: ELINE ENTERTAINMENT GROUP. INC. 2. The board of directors have adopted a resolution pursuant to NRS 78.209 and have obtained any required approval of the stockholders. 3. The current number of authorized shares and the par value, if any, of each class or series, if any, of shares before the change: 1.888.000,000.@ par \ aluc $.001 4. The number of authorized shares and the par value, if any, of each class or series, if any, of shares after the change: 10,000.000,000. @ par value $.001 5. The number of shares of each affected class or series, if any, to be issued after the change in exchange for each issued share of the same class or series: NiA 6. The provisions, if any, for the issuance of fractional shares, or for the payment of money or the issuance of scrip to stockholders otherwise entitled to a fraction of a share and the percentage of outstanding shares affected thereby: NIA 7. Effective date and time of filing: (optional) uired) Date: July 22. 2016 Time: (must not be later than 90 days after the certificate is filed) ·,, , . ;• .. ' .. _. (.• ... X Slgnatur Title IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected. This form must be accompanied by appropriate tees. Nevada secretary of State Stock Sp;rt RFloVIC:. - 1.s:...1c..
Filed in the office of -- &... - - Jti:.. Dean Heller Secretary of Stoic State of Ncvndo Document Number C12526 - 1997 - 001 Filini; On1" and Time 06/12/1997 12:00 AM Entiiy Number C12526 - 1997 ., . . ARTICLES OF INCORPllRATION RAPID . JEVAL SYS :n KNOW ALL MEN BY THESE Pli.ESENTS: ,*'If r" - 4' "' • " •· '• I - ',£, ' \ ,;'_ '"'f',. - .;., ... 1AJU01CJp!;.•.·· "#..1, :; b."1>' J Tb : tt we, the uu Jersigned, tu> \ ', this day voluntarily associated ourJelves together for the pu!J> 03 C nf formin 1 ' a Corporation under and i,ursuant to the Jaws of lhe State of Ne ,,, ; la, a . "ld w .: : o herP . by certify that .. 1 ARTICLE J - NAME: Th:! exact name of this Cor,.,oration is: Rapid Retriev.J Systems. Inc ARTICL;J: 11 - RESIDENT AGENT: Th'J Resident Agent of lite Corporation is Max C. TaMer. Esq.• The Law Offices of Max C. T •mnel'. 2;,so East Flamingo Road, Suite G. J..as V:gas. Nevcda 89121. ARTICLE m - Dl' TION: The Corporation shajf have ptrpetual existence. A 'lTiCLE IV - PURPOSES. The purpose, object and nature of the business for which this Corporation i oigani7.ed are: (a} To engage in any lawful activity, (b) To carry on such business ru ; may be neces . 11 ary, convenient, or desirable to a ... complish the above purpoSf''i, and to do al! other lnings inciuen : al th'!t 110 which are not forbit . fdt . "' by law or by these A,ticle :. <'fl, : . orpnation . ARTICLE V - POWERS : The pt>wers of the Corpu . "'lltion shall be those powers granted by 78 . 060 and 7 S . 070 of the Nevada Revised Statutes under which thi $ corporation is formed . ln : ddition, the Corpm·ation shall have tlte following specific powers : (a) To elect or uppoint officers and agents of tll'.: Corporalion ar.d to fix thl!ir compensation; {b} To 11ct as : - n agen for any :ndividual, associatiol'I, partnership, corporation or other legal entity; I ..
; . . \ " To receive, a uire, hold . exeicise rights aaising out of the ownership or poss« : ssion thereof, sell, or otherwise cfisposa Qf, shares or other interest, in or obligations of, individuals, associations, partnerships, corp( \ rations, or governments ; (d) Tc· receive, acquire, hold, pledge, transfer, or otherwise di ose of shares of the corporation . but such shares may only be purchased . directly or indirectly, out of eamed : , ; urplus ; (e) To make gifts or contributions for tho public welfare 1r for charitable, scie , ific or educational purpo3e5, and in timi: of war, t'> make donation:. in Jid of war activiti ARTICLE VJ - CAPITAL S1'OCK: Section 1 . Authorized Shares . The total number of si : ares which thi CorporaLon is au 1 horizedto issue is 25 , 000 , 000 shares of Capital Stock at 001 pa!' value per : mare as set forth in subsections ( 11 j an<l (b) of this Section 1 of Article VI . - • {s) The total number of shares of Common Stock wr..:ch this Corporation is authorized to issue is 20,000,000 shares at S.001 par value per share. (b) The total nun,ber uf hares of Preferr : N Stock which this Corporation is authorized to issue i!i s . 000 . 000 shares at S . 001 per ·vl 1 iut per share, which Preferred Stock may c ,,tain special preferences as detennined by the Board ' Directors of the Corporadon . includii 1 g, but not Umited to, the : Jearint, of interest and convertibility into shares of Common Stock of the Corporation, Section 2 . Yotins : Rishts of Shareholdm . Each holder of the Common Stock shall be entitled to one vote for each share of stock standing in his name on the books of the Corporation . Section 3 . Consideration foe Sllm . s .. The Common Stock sliaJJ be issued for !luch consi : feration . as shall be fixoc from time to tima by the Bo? . rd orDirectors . Jn the ab! . CJlce of fraud, the judgment of the Directors as to the value of Jny property for shares shall be concl sive . When fa - . ,res are issued upon pa)'l 11 ent cf th, : , : oniJeratfon fixed by the Board ofDirectt • rs .... .. 1 ch sh . u·es shall be tak to be fully paid stock and shall be non - 4 .; sessable . The Anidas shall ,ot be amended in this particular . Sectil' . 'n 4 . Pre - emptive Risbts . Except as may otherwise be provic'ed by the Board of Directors . no hut - Ji .: r of any shares of the stock of the Corporation, shaJI have any preemptive right to purchase, subscribe for, or otherwise acquire any shares of stock of the Corporation of any class no"' or hereafter authorized, or any securities excuangeable for or convertible into sucll shares, or any \ 1 ',trrants or other instnm, ,r • c ; evidencing rights or optiL 11 . , ; to subscribe fo : - , our hue, or t . therwi i - : tcquire ruch shares . 2
. . 1 Section 5 . & .. o . dcJliairts d 0 . ptions . The Corporation shall h : ve the power to Cl'l" 41 lr and issue rights . 'Nm 8 Jlts, or options entitling the hoklcrs thereof to purchase fiom the corporation any shares of lts capital stock of any class or cla»ses, upon such tenn : , and conditions and at such times and prices as the Board ofDircctors rnay provide, wMch ier . -- : , and cundilions shall l,e i'?l : Orporat . ad in an instrument or instrument! evidencing such ripL, . In the absence of fi'auci, the judgmmt of theDirecwrs u to the adequacy of consideration fol' the issuance of such rights or options and the sufficiency thereof shalt b .: , conclusive . ARTICLE VJI - ASSJ ; sSMENT OF srOCK : The capital stock of this Corporadou . after the amount of the subsc : iption price bas been fully paid in, shall not be assessable for any purpose, and no stock Issued u fully pt'id up shall ever be assessable or assessed . The holders of such stock shall not be hdividually responsible for the debts, contracts, or tji,f,!Jities . ,f the Corporation and sl'laJJ not be li • le for assessments to =ore impainnents in,ti et . ital of it Corporation . A - :11CLE vm - DIRF.CTORS: For the ma11agement of the business, and "o: ··• r.onduct of the af. .· .s of the Corporation. and for the future definition, limitation, anu regul11tiun of the poY.ers of the Corporation wid its directors and shareholdt:rs, : . ·., fur.her pro11ifl : Section l . Size o(Board . ·i'he members .. if the so,·"' - 1 :. - : g bu ', : ,t the Corporation shall be styled directors . The number of directors of the c ; orporaLior,, t, . ei, . 1 uolifications, terms of office, manner of election, time and place of meeting . ia . "'!d r . ,wers and cuiies ... ba \ J be such as are pre. - :;:ibed by statute and in the by - Jaws of!he Coryio1ati n. Thi! r1autt . .md pt. 'St office ado,es= 'lf the directors constituting the first board u: - !:rectors, which shall be One {I) in numberar.· NAME J MaxC. Ta:1n::.r 29S0 East Flamingo Roatf, l:iuite G Las Vegas, NV 89121 Section 2 . Powers o(Bmwi . In furtherance and not in limitation oftt . e powers conferred by the laws Clf the State r . f Neva . - , th"! Board of Directors is pressly authorized and empowered : {b) Subject : o the applh' : able provisions of the By - La s then in effect, tn detennine, from time to time, wlh}lher and to what extent . and at •• 11 . at times : mc . i places . and under what conditior . s and regulntions, the 1 o .: r . ounts and books i the Corporati . "I, or any of them, shall be open to shareholder inspection . No shareblder shall have any right to inspect any of the account . l,ooks or documents of the Corporation, except as permitted by law, unless and until authorized to do so by . - . solution or t! : e Board of Directors or of the Shareholders l'lfthe C .. irporation ; J • r, -- - (a) To make, alter, amend, and repeal the B;, - Laws sul:>ject to the !)Ower of the ii shareholders to alter or repeal the By - Laws Ulade by the Board ofOi: - :ctvrs.
. . • (c) To issue stock of the Corporation for money, ,roperty, services rendered. labor perfonned, cam advanced, acquisitions for other corporations or for any other ISletl of value in accordanr"' with · .: he action Jf the bocrd of direcl . ors without vote "' consent of the ahareholden an : I the judpient of the board of directors as to value received and in return theref 01 ,, sliall be oonclll . " :.. - e and said stoclc . , when issued, shall l}e 'ully - pair 1 and non • assessable . {uJ To authorize 1111 d issue, without sharchuJder consent . obligations of the Corp : - , . adon . s, : cured and unsecured, under such terms and conditions as the Board, in ita Sl'le discretion . may determine, and to pledge or mortgage, u securit ; y therefore, any rt : 111 or personal property ofth" Corporition . including aftci - acquired property . (e) To detenrune whether . any ar . ' . if so, what part, of the wrne - J surplu 3 of the r 1 ) 0 f'Btion shall be paid in
divid : rids to theshareholders, and to ditcet and determine o ;: ,er use 11 nd disposit' .::; , .. , ; ariy such eam"!d surpll • s : (f) To fix. fro.n time to l me, the amount of the pn..iits "f the Corporation to be reser,ed as working capital or for any other JawfW purpose (g) To establish bonus. profit•sharing. stock option, or olher types of incentive compensation 9lans for ttic employees, including officers and directors, of the Corporatio1:, and to fix the amount of profits to be shared or dirtributed, and to determine the persons ;o participate in .my $.lch plans and the e.mount of their respective participations. .... • (!J) To designate, by resolution or rr : s ,lutions pasr . ed by a majority of the whole Board, or . e ur more committees, each cunsisting of two or more directors, which . to the extent permitted by law and authorized by the resolution or the fly - Laws, shall h ve and may eicercise the powers of the Board ; (i) Toi vide for the r'1lasonable compen:11l1ion of i,s own mc.111bers by By - Law, and to fix the tt:rms and conditions upon whiclt such a>mpensation will be p:tid; (j) In addition to the powers and authority herdin before, or by statute . expressly confer·ed upon it . the Board of Directors may exercise all such powers and do all svch ac : s and thing 5 as ml \ y be exercised or done by the corporation, subject, nevenhelt ..: ! to the provisions of the laws of the State of Nevada . , of the - ; e Articles of r ;.. : orporation, and of the By - Laws of the CC \ rporation . Secti'ln 3 . lote, : estul Directors . No contract or transaction tietween this Corporation and any ofits,Jireetors, tJr between this Corpo .. tion a 11 d any other corporation, finn, association, or other legal entity haJI be invalidated by reason of tht fact that the director of the Corporatinn ha, t direct or indirect interest, pecuru&sy or otherwise, in such corporafam, Jinn . associa,ion, vr ltgal er . tit,, or because the interested director \ llllS present at the r, 1 eeting of 4 - l •
•• tM Boa 1 'd of Dim : s which acted upon or in r"ference to such contract or transaction, or t>ecause he participated in such action, provid'!d that : ( 1 ) the interest of each such diP . ctor shal! have been dis : loscd t \ l or known by the Board and a disinterested majority of the Board shall l'lave nonetheless ratified and approved such contract or transaction (such interested director or directors IM!' be counted in determining whelher a quo 1 um is pr t for the meeting ai which such ratification or approval is given) ; or ( 2 ) thP . condition ofN . R . S . 78 . 140 are met . ARTICLE IX • LIMITATION OF LIABILITY OF OFFICERS OR D F . CTORS : The pasonal liability ofa director or officer of the corporatic ; rt to thf, corporation or the Shareholders for damages for brciach of fid :. iciary duty as a director or offiet . r shall be limited tu . cts or omissions which involve intentional misconduct, fraud or a kn, ; ,wing violation of law . ARTICLE X - INDEMNlFICA'rION: &.ch director and each officer of the corp'.ration may be indemnified by the corporati .is follows: , \ (a) The corporation may indemnify any person who was or is a party, or is tre 'llten to be m ,de a party, to any threatened, pt . "ing or completed action, suit or proceeding, whcth . - '>f r . ivll, criminal, administrative or investigative for . lier than an action by or in the r ; 1 , : 1 t of the corporation), by reason of the fact thet he is or 'was c director, officer, en . pl Jye 1 • or agent of th e corporat • '>n, or ill 'Jt' w 3 s serving at the request of the corporutioi : as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or ether • ·nterprise . against expenses (tnCluding attorneys' fees), judgments, fine, and amc" ; ntll paid in settlement, actually iind reasoMbly incurred by him in coMecl : on with ' : he action, suit or proceeding, if he acted in good faith and in a manner which he reasor . ably believed to b : in or not opposed to the best interests of the corporation 1 . nd with respect to any criminal action or proceeding, had no reasonable cause to uelieve his eonduc ; t was unlawful . The termination of !lny action, suite or proceeding, by judgrnent, order, ttlemen conviction or upon a µlea of nolo .. ontendere r··its equivalent, does uot of itself create a ;:::: r • 1 mption that the person did not act ; n good faith and in a manner which he rea 1 l, 1 ably believed to be in or lli>t opposeo to the best interests of the c . orporation, and that, with respect ,o any rrimin, • I action or proceecting, he h 11 d reasonable cause to believe that his conduct was t ; , 1 lawfl .: t ' "' , ' - IL . ' (b) The roi - poration r.1ay indemnit:· any person who was or is a party, or is threatened to be made a party, to any threatened, pending or toll'pleted cction or suit by or in the right or the corporatic - 1 , 10 procure aju<!u'llent ,nits favor by reaSt,n of the fact that he is or was a direc . , : t, offi ;: er, employee or agen : of the corporation, or is ur was serving at the requ st or"the , ; orporation a s a director, officer, employee or agen . of :. nother Cl)rporation, J>artnership, joiut venture, trust or other , . ·orise against expenses including amoun : s paid i : , settlement and attorneys' . · • · • ' - l 'tually and reasonably incurred by him i'l conuct,on with lht : defense or settlement oftha u, : tion or suit, ifhe acted in good faith and in .. manner which t : e reas<in 3 bly belt - : u t - : > br lllr 5 - I - -
• - (c) in or not opposeJ to the best interests of the corporation . L" 1 demnification may not be made for any claim, ;; sue or matte . · u to v,b 1 ch su ..;. a person bu been adjudged by a court, f competent jua isdiction, mter exhaustion of all appeals there tom, to be Hable to corporation or for amounts paid in settlffltelll to the corporation . unless r . nc only to the extent Cllt the court in which the action or IWt wu brought or other court of competent jtuisdiction determines upon application t . hl!t in view of' all the circumstances of the case the person is flurly and rea . sc,aably entitled to indemnity for such expense . " Ii! the court deems prupur . To the extent that a director, officer, employee or 11 gcnt of • corporation hH been successful "' . a the merits or otherwise in defense rf any action . suit or prow,ding referre . 1 to in subsections (a) and (b} oftliis Article, or in defense of any claim, issue or matter \ herein, he muat be ir . demnified by the COl'f'Oration q,!nst expenses, including attorney's fee : s, actually and reasonably incurred by nir, . : . a connection with the defense . (d) Ar .; indemnificntion under subsections (a) and (b) unless ordered bv a c : ourt or advanced pursuant to subsection (e) . must be made by the co 1 - porad 1 Jn 1 ,nl • as authorized in the specific case upon a determination that indemnification of the director, office - , - .: mployee or r .; ent is proper in the circumstances . The detfflninat . icn must be made : - (i) By the stoclchdders; . ' _ " I } I B}' the board of directors by majority vcte ofa quorum consisting of directors who were not partii:s tu the act, suit or proceeding; (iii) If a majcrity vote ora quorum consisting of directurs who were not parties to the act, suit or proceeding St' orders, by indept ; aident legal counse! in a written opinion ; or (lv) If a quorum consisting of d : rcctors who were not parties to the act . suit or proceeding cannot be obtained, by independent legal counsel in a written opinion . (e) Expe of officers Md directors incurred in defending a civil r>r criminai action . suit or proceeding must be paid by the corporation as they are incurred anJ in advance of the final disposition of the action, suit or proceeding . upon receipt of an undertaking by or on behalf of the direct .: >r or officer to repay the , ... ,ount jf it is ultimately determined by a court of competent jurisdiction that 11 e is nnt entitled to be indemnified by the corporatiC'n . The provisinr . s of this subsection do not affef .. t any rights to advancement of expenses tc which corporate personnel other than directors or <,ffit . ers may' , :: , entitled under nny contract or 1 Jtherwise by law . t. .. " - 6
' - (f) The indemnification and advancement of expensa authorized in or ordered by a court pur1>1Jant to this section: ' (i) • Does not eicclude any other rights to which a person seeking indemnification er advancement of expenses may be endtled under the ccr 4 . ificate or articles of incorJ . Jration or any bylaw, agreement, vote of 1 toclch 0 Jdr . 1 - s or disinterested directors or otherwise, for either an action in his official capacity or an action in another capacity while holding his office, except that indemnification . unless ordered by a court pursuant to subsection (b) or for the advancement of expenses made pursuant to subsection (e) ma - ; not be made tc or on behalf of any director or officer if a final adjudication establishes that his acts or omissions involved intentional misconduct, &aud or a knowing violation of the law and was material to the cause of action . (ii) Continues for " : ,e!'Sl n who has ceased to be a director . officer, employee or agent and inures to th 1 .. beMfit of the heirs, executors and ad : ninistrators of such a person . ARTICLE XI PL . \ CE OF MEE 1 ' 1 NG ; CORPORATE BOOKS : Subject to the 1 aws of the State of Nevada, the shareho',ders and the Directors shaU bave power to hold their meetings, and the Directors shall hav ower to have an offi :: e or officei : and to maintain the books of the Corporation outside the Stote of ? evada, at such place or places may from time to time b .:: rtesignated in thfll By - Laws or t,,, appropriate resoll . tion . ARTICLE XII - AMENDMENT OF ARTICLES : The provisions of these Articles of tnr : , .. ,rporation may be amended . alterl : d or repealed from time to time to tne extent and in the mann(',r p J : ,ed by the laws of the State of Nevada, amJ additim . al provisions authorized by such laws a . i . are then in force may be adde . d . All right • ,!!rrein ronfemd on the direr : vrs, officers and sharL' . ,olde,· 1 are granted subject to this reservation . ARTICLE XUI • lNCORl'ORATOR : The name and address of thesole in - : orporator signing these Articles of lncorporation is as follows : NAME POST OFFICE ADDRESS - Max C. Tanner 2950 East Flaming<' Road, Suire G Las Vegas, Nevada 89121 , litr - .......
... '• IN WITNESS WHEREOF, the undersigned incorporator bu c:cecuted theae Articles of lncolJX"ltion this 4th day ofiune, 1997. .C - 4 / 0 -- · Max .T er 1 ACKJ \ ' ',WLEDGMENT STATEOFNEVAD1 \ ) ) ss: COUl TY OF CLARK ) On Jun 4 , 1 9 ' . 7 , persoMlly appeared befo : me, a Notary Public, Max C . Tanner, who acknowledge . ! tu me : hat he executed the foregoing Art ; cles of Incorporation for Rapid Retrieval Systeu . s, Inc . a Nevada corpomtion . ::"; \ ifl... ,,,0r. - i.c....11 - , Notary Public 1 • , - .. I'
.. CERTIFICATE OF ACCEPTANCE 01' > 'PPOJNTMl,NT BY RESIDENT AGENT J. \ 11 - 12 11991 (] 1.;;f5',;/ _q 7 ..... - OFRAPID u:TRIEVAL 'YSTEMS. l!"!C. n £ NfkllUSIS F ' . 1 C / R J m L (tlfMlk C . Tanner, do hereby cert . ify that on the 3 rd day of June, 1997 , l acccpt eel th 11 appointment u Residi=nt Aser,t of the above - 11 ntitled corporation in BC(l()rdance with Sec . 78 . 090 , NRS 1957 . Furthermore. that the principal office in thia state is located al The Law Offices of Max C. Tanner, 2950 East Flamingo Road, Suite G. City of Las Vegas 89121, County of Clark. State of Nevada. IN WITNESS WHEREOFt I have hereunto Bet my hand this 4th day of lune, 1997. MAX C. TANNER · : f - . B Mix F y T Esq. Resident Agent { .. ' -
Sent By: Parsons Law Fira; 425 451 8588; • APR... .. :Z:S - 81 ••••· P" >R HCACClO Apr - 25 - 01 2:15PM; tl'l'S:S 141 ::Z a - :, Page '3/3 P.8:& , _ - - . - , . , - . . . . . . . . . . . . I . . ' l . l . , . . . ..,_ T c . . . . . , . _ , . . ; ...._..,.....,,_.., , - :.z.,, ........ ,,111'111) ....,,. FILED f c. l:zs C... ,, CDDIIQDO,.......,l'O Ml'JICtll - 'IIGlf f1I &1DIIURCOM,JJIC . APR 2 5 2001 , , _ . . . a , M . N , 7131Q,6 t .. . ._,,,_ I · - 19 ..... .,611 t1nr,.Pl1 121 , ..........,.. 1, ,,. ... .,..,..,, : t ltJIUltJl.rloaoe,• 1 ,.................. IIIIIWIII! m'ICl - &1 - IIAMII ,. ,.wtldu0.,.6ail: ............ ,..,. ... J. 'JIIIIAP 11 •••1a.A61D.rl ............ .,•...,.,.. #11l1H•11t - 0111 1uuaAflll21•1. • --- •=....,• :; 1hlll.Sff.CICIO_Gf_..._UJMIO... ••w ...... 4. Tlli'Amsst1u••....W.Ar• ....... crr1111d,,.,_.....,_.,_ •, - WCtwRI ffl d 1,f ........ J, 'n.•.t....... tl.. Altllla_.A rt•WAldJS,:IDOJ , f. fteAlllaavl'Aa I AJlllll ............ 1" : - i ... = - c I - " a ' :: . ' . f .. I
Sep 25 02 03:<J4p 3683 ... ;GENT OF FU NUM9Sl CIQSfo.. I'll, .. tt:>/oz ro '2/oE? !ARR)' A. ROTHMAN POl!di STMETHibiiE1i 3003 KEI.1.!i BEND RD .. •.;;,.;,:: - . :. ,! \ , f, J, · t/'? 'cii'i' SEC R _,,._ . E ..,.,,. . ' f . . .. .: ,. - I,,,; l. \ ', XN0XVILLE 'tN it - - 37922 JA'tMB DORROUGH .. TREASURER DIRECTOR v - . ".u _r 1 - .. . . "' .:.,. .. "".114' ,,• ;_ - : ,..., .· . - . • , ! .,,.._,, .. , \ le:··.··: DIRECTOR iffi , -- "S""'· - ·· - 3, a - a - ' ..s..1.. - --- ·... - . - .. I' p.1 DIRECTOR 6'i'i ' • . . . : - ; - ; .. , . · ' ' i \ ,i ? ;: _.•...,............ . • . .; .. ,,. i - · ) • -
STATE OF NEVADA SECRETARY OF STATE CERTIFJCATE OF REINSTATEMENT l, DEAN HELLER, the duly elected Secretary of State of the State of Nellada, do hereby certify that EUNE ENTERTAINMENT GROUP, INC . , a corporation fanned under the laws of the Stale of Nevada havitlg paid an filing fees, licenses, penalties and costs, in accordance with the provisions of Title 7 of the Nevada Revised Statutes as amended, for th e years and in the amounts as follows : 2001 - 2002 list ofClffia!fS + penalty $135.00 2002 - :'.003 list of Officers + penalty $135.00 Reinstatement total $200.00 $470.00 and otherwise complied with the provisions of said section, the said oorporation has been ieinstated, and 1hat by virtue of such reinstatement it is authorized to transact its .business in the same manner as If the aforesaid filing fees, licenses, penalties and costs had been paid when due. IN WITNESS WHEREOF, I have hereunto set my hand and aff!Xed the Great Seal of Stale, at my offlc : e in CafSOll City, Nevada, on September 30 , 2002 . OEANHELLER Seaelary of Stale By: xi . ef aMY'u!/'v Certification Clerk
f P.002 LJ - ).75 - ooJPi fll.B)t L l %.1 - \ , - 'r7 NOV 12 2002 FIie No. C - 112525·1997 ARTICLES OF AMENDMENT TO Tl - IE ARTICLES OF INCORPORATION OF ELINE ENTERTAINMFNT GROUP, INC. Pursuanl to Sac:lan 78.390 or the N1vada R•vlced Statutca af Che State of Nw•u . the undertignad, being the Pre.ictant of El.fNE ENTeATAINMENT GROUP, INC., a 00,POl'llicrl oroal'llnd and axisling undo, tha I.two of t"• Otato of Ntn,aua (Iha •eorporatton•), blaring file numbet C - 12526·1907, daes hereby certify \ hat the follov.ing l'l'IOM • w • re a :: toptta pul'a \ lat 1 t to lhci ,authority of tho &oatd tJf OirKtors ana tnt noiae, Df ama . Jatity ot the CorpDt 1 \ !on' 1 lau . dimd outstanding voting sacumiea as recpred by S . otion 78 . 390 o f th • Nevada Rl'tiacd Statutot : Rl:SOt..VE.O, th1111 the ecan:t or Dlrectol'5 ana rrie holder ot e majcrily r Corporation'& issued and oulstandlng voling seQuritlea, In accan:ianct VfiUl api,ijcable Nevada ltw, hereby li'lcrsasea th• number of lht Corporation's aUlhorl2ed shirts ol Cornman Stock, par valua s.001 i:,er share, from 20,000,000 shares to s.000,00O,noc 5t'lara; and be H FVRTHER RaSOLVED, lhatthe Corporation stiallflle Artlclea of Amarn:tmentfo Its Articles of lncorporatlcm reflecting & \ ICl'l lncreasa anadlmcta lhat S - «:tlon 1 (a) of Al1iela VI Cap!lal Sh:>ck .. of tha Articles of lncorparatic" of the CcrpofllUon be d•ltlecl !ti entirely and sutmituteel Wllh ine fottowlng: ARTICLE VI • CAPITAi STOCK: s.ctfo,1 1 . Authorized Shq. Tho ICIOI numbarot sharH whieh lhi& C::irporatlon I& •ulhollZG(! fO lseue b 5,00S,000,000 sr.ares of Capital SIOck at i.001 pat value per ch:tnt :ls svf forth In aubsaotlon (a) and (b) of lhia Seotlon I at Anicle IV. to) Th 101111 n:J1nbor or 1ti1ra1 of Common Stock whlctl lhl$ Corporation is authorized to Issue Is s,OOO,000,000 shares at $.001 pat valtit per share. Unless specmcally am • nded hereby, all 01 har provision, Article IV of the Corporation's Artlclts of 1 ncoiporatlon, as amandea through the date hetaof, remain undianged and In fUII force and affect . The foregoitlg resolutions and Articl&S al Amandment ware adopted by thtl Soard of OlractOfG of the Corporation pursuant lo a wnltel' conaenl of the 1018 director of the Corporation dat 8 d Octobw 21 , aooa In aocol'danc : " whh 8 ec : tion 70 s 1 s of th • NeYeda Roviasd StaMe 1 , and by the halder ot such numar ot snl!'ff , lhe Corporation's voting aecurlllea In axeal $ of number n 904 'H 11 ry for adoptior, of lhls action PUrB'ftnr to c written con11&nl dated October 21,2002 In aec:ordance with Seciion 78 - 320 of theN•vada Revised , s - ; l" : J ;; i
FIia Ne. C - 112528·1997 Stahll•. IN WITNESS WHEREOF, !he undersigned, being the PresidentotttlJSCorpora11on. hes oieecuttd rhHe Articlas of Arnendment a; of Novambor 12, 2002. a1NE T UP,INC. /fY - - ·· - - "1 ,n.President
1"IIO'I : '3a:"r,; Ro<twr.an • .. ".! CERTIFICATE OF CHANGIINNUMSI.R OF AUTHORIDD NOV ! S 2002 AND tsSUl!D AND OUT$TANDING SHARES Of COMMON STOCK'"1:.,_Wa< Of EUNE iNTERTAJNMENT GROUP, INC. 1UtH1U111.SEt11£Mtcr:S011E Pursuant to Section 78.207 of the Navada Atwuu.w:! Statutes of the Stata at Nevada, ths undera \ gneo, being the President of ELINE ENTERTAINMENT GROUP, fNC., aoorpormlon ot;anized 11 nd e,dstlng urtderthe laws of the Stat of Nevada (tha 1 CorpCnltlcl 1 "}, bud 119 ffle number c .. 12 ! 2 & - 1997 , doss hereby certify that the followln 9 resolutions were adopted pursuant 10 the authority of the Board ot Oirectoro ; WHEREAS, ll'lt COrporatlen cutrent . 'Y fa atathortzed to ls&Uld p 10 5 , 000 , 000 , 000 shares of common &tock, par value $ 0 . 001 ,,iµIJ s . 000 . 000 shares of preferred stock . par value $ 0 . 001 . WHEREAS, the Corporation currently hu l11ued and o ding70,137,854 8hatea of GOmmon $tock. RESOLVED, thattha Oorp 0 ration shall reverse split iis common stoe!< on a ratio of 250 for cna t,,J dacraasing the number Its authorized shares of common stock from 5 , 000 , 000 , 000 shal 8 I to 20 , 000 , 000 she . res, andcorrespondlnA!Y decreasing the number of its lssuea andoutstanding • hal"N nf it • common stock held by each stocl<holder af record on November 28 , 2002 fl'Qffl 70 , 137 , 964 shalas ta app('QXlmatefy 28 ?, 552 shares of common stock, eubject to rounding as hereinafter Get forth ; and be it RJArHeR neso1..veo, that on the effect .,. date of theactions nerem adopted, the CorparaJIOf' \ 's authoriz.ed common stock •hall consist of 20,000,000 shares, par \ 11 \ lua $.001 per share; and 5,000,000 shares od preferred stock, par value $0.001 p, shares; and be it FURTHER RESOLVED, that the affective date of the actloffi.. 1ereln adoph;d thall b1 November 29, 2002: and b& FURTHER RESOLVED, that no cash Will be paid or diauibuted asa result af 1 he aforedascribed reverse eto,k eprit of the Oorporation'e common atook, and oo 1 . - . cdonaJ Shares wlft be lnuecl All fnlctional shares which would otheiwfse be requln 1 d to be issued as a resutt cf fhe atOCk 1 pllt will be rour 1 dfstJ up ta the ne • rest whole share ; and b e It FURTHER RESOL VEO . that asthese actionihave been approved by the Corporalion'a Soard of Directors : n conformity with the provts : 011 s of Saciion 78 . 207 of the Nevada Revised staMee, and no stookholder approval is req : ,dred In connection therewith . The foregoing resolutions and this C,artlficate were adopted b \ ' the aoard of Olrecto 11 of the Corporation pursuan : to a wntten consent of the sole director cf the Corporation daied November 18 , 2002 . tN WITNESS WHEREOF, tha undersigned, beingthe Pl'Hfdent of thl1 Co:potatlon, hCG executed D this Certificate as of November 18, 2002. ELINE ENTeRTAINM P. INC. By: A Barry A. fbthman, Presidem CS 'f ..::1 .J.)
Ftl.E No, t0'3 :.0. - 00 '03 a :02 !D!c - ,;c T SEE - - F 650 !521101 &w \ C!RTIFICATE OF CHANGE INNUMBER Of AUTHORIZED ANO ISSUED AND OUTSTANDING SHARES OF COMMON STOCK OF EUN!! INTl!RTAINMENT GROU,P, SNC. Pursuant to Section 78.207 of the Nevada ReviSed Stabttes of the StatB of Nevada. lhe undersigned, being tha President ot a!NEENTERTAINMENT GROUP, INC., a corporation organiZed and existing under the laws of the State of Ntwada (thft "Corporation"), b 8 clffng file number C - 12526 - 1997 , dOeS hereby certify that the following rasolutions were adopted pursuant to the authority of the Board of Dlnsctort : WHEREAS, the Corpurauon currently is authorized tc issued up to20,000,000 shares of common $tock, par value $0.001, ancl 5,000,000 shares of prefetred par value $0.001. WHEREAS. the Cnrroration culT9mly halS isaued and outstanding 2,360,662 shares of common stock. RESOLVED, that the Corporation shall foiward split its common slDCk on a raw of three ( 3 ) 10 r cwo ( 2 ) by increasing the number its authorized shares of common stock from 20 , 000 , 000 shales to 30 , 000 , 000 $ hares, an d eonespondinglydecraaslng th& number unts 188 ued and outstanding &hare $ of itS common stock held by each stockholder of reconi on November 7 . 2003 from 2 , 360 , 662 shares to app tmately 3,540,993 aha of common stDCk. subject to rounding ashereinafter set torth; and be i . t ruRTHeR RESOLVcO, that ontheeffective dateof the aationsherein adopled, lhe Corporatiop's authorized common stock shall consist of 30 , 000 , 000 ahareo, par value $ . 001 per &hare and 5 , 000 . 000 shares of preferred stock, par value S 0 . 001 per share ; and be It FURTHER RESOLVED, that theeffective date of the actions Mteln adoptld shall be Novemllt.ff'7, 2003; ond be It FURTHER RESOLVED, t no cnl 1 wlll be paid or distributed as a result of the aforedesr . ri 6 id forward stock split nf the Corporatlon'e eommon 1 toek, and no fractional shares will be issued . All fractional shares which would otherwiao bo required to De lSSued as a reault of th • stock opllt wilt be ,ound 8 d up to the nooro : st wflOle snare ; and be It FURTHER RESOLVED, that= these actions have been apptl)vod by the Corporation's Board Of OlteQtor& In CiOnformltY wnn the previsions of Section 78.207 of th8 Nevada Revied Statutes, antf no stockholder app,oval Is required in connection therewith. ! The foregoing resolutions and this Certfficata were adopted by u,c Doaro ur Directors ot the i . . f . . i . . .,, corporauun pursuant to a Written consent of the sole director of the Corporation <lated September 23. .., 2004, IN WITNE.&S WHEREOF, tho UtllJt!rSlgned, being the Pre&ldent of1hls COrporation, has executed this Certificate as of September 25, 2003. flLEO#t: / 2rz.f.: 9 7 OCT O 3 2003 ELINE By; Ba ""7"" - -- - - i:::.. - .1"'"'_::., - :_ - _ - i
Filed in the office of - b,,_ 7lt1,_ Dean Heller Secretary of State Slate ofNevada Document Number 20050460326 - 98 Filing Da11t and Time 10/03/2005 10:44 AM EntityNumb1:1 C12526 - 1997 .. DEAN HELLER Secrelll!ry of Sf:ate 204 North Canon StrMt, Sulta - 1 CancnClty, Nevade,89701 - - 4299 (775)' 8s.t 5708 Webelfll: eecrwtaryofstatw.bJz • Certificate af Designatipn (PURSUANT TO NRS78,1'55) lrnpat:1UI: .EIM•d ffla" - 'ild lnatml:Uons batoruompllllng form. Celtlflcate of Dnlgnation For Nevada Profit Corporation † (Pursuant to: NRS 78.1965) 1. Name ofcor:poration: ELINE ENTERTAINMENT GROUP, INC . ...,,,_ - .,M:I.UUalomc&IIII - ONLY 2. By resolution of the board of directors pursuant to a provision In the articles of Incorporation, this certificate establishes the following regarding the voting powers, destgnatlons, preferences, Umitations, restrictions and relative rights olthe following class or series of stock: 1. Designation and Dividends . The designation of this series, which consists o f 250 , 000 shares o f Preferred Stock, Is the Class A Convertible Preferred Stock (the • c 1 ass A Preferred Stock") and the stated value shall be $ . 0001 per share . The holders of Class A Preferred Stock shall not be entitled to receive dividends . 2. Liquidation Preference. In the event of any liquidation, dissolution or winding up of this Corporation, either voluntary or Involuntary, the holders of Class A Preferred Stock Will not be entiUed to any liquidation preference and shall be subject to the provisions of Section 1.1 hereof. 3. Redemption. The Class A Preferred Stock is not redeemable wtthout the prior express written consent of the holders of a majority of the voting power of all then outstanding shares of such Class A Preferred Stock. CONTINUED ON FOLLOWING PAGE 4 3. Effective date of filing (optiona I): ._.,,... 11a1eoa.; . ....._....... , 4. Officer Signature: - """'f'.:... - i,rr.,.i, - t,,t - J - ----------------- - ;,,, Filing Fee: $175.00 IMPORTANT: Fallura to includ.e any of the above information and submit the proper fees may cause this fifing to .be rejected. SUBMIT IN DUPLICATE Th/11 form mu.st be • ompanled by appmp,t.ta fNa, SH llfached r.. sch.clU#t. - lcm1rJoll - AMll.1 t 1 S 1 I o D , i n . . ' . l , ) . f . , l . _ . , , 1 . : 1 i l , l w lll
4. Conversion . Each share of Class A Preferred Stock shalf be convertible, at the sole option of the Corporation, at any time, or from time to time . after the date of issuance of such share at the office of this Corporation into such number of fully paid and non - assessable shares of Common Stock as is determined by mutual agreement of the Corporation and the holder of the Class A Preferred Stock at the time of conversion . 5. Voting Rights . Each share of Class A Preferred Stock shall entitle the holder thereof to 150 votes for each one vote per share of Common Stock, and with respect to such vote, shall be entitled, notwithstanding any provision hereof, to notice of any shareholders meeting in accordance with the bylaws of this Corporation, and shall be entitled to vote, together as a single class with holders of Common Stock and any other series of Preferred Stock then outstanding, with respect to any question or matter upon which holders of Common Stock the have the right to vote, Class A Preferred Stock shall also entitle the holders thereof to vote as a separate class as set forth herein and as required by law . _ 1 . - _p tiye Er . 9 . visions . So long as any shares of Class A Preferred Stoe!( . ce outstanding, this Corporation shall not without first obtaining the written approval of the holders of at least a majority of the voting power of the then outstanding shares of such Class A Preferred Stock : (a) sell, convey, or otherwise dispose of or encumber all or substantially all of Its property or business or merge Into or consolidate with any other corporation (other than a wholly - owned subsidiary Corporation) or effect any transaction or series of related transactions In which more than fifty percent ( 50 % ) of the voting power of the Corporation is transferred or disposed of ; (b} alter or change the rights, preferences or privileges of the Class A Preferred Stock ; (c) increase or decrease the total number of authorized shares of Class A Preferred Stock ; (d) authorize or issue, or obligate itself to issue, any other equity security, Including any other security convertible into or exercisable for any equity security having rights, preferences or privileges over, or being on a parity with or similar to, the Class A Preferred Stock ; (e) redeem, purchase or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any security of this Corporation ; (f) change the authorized number of directors of the Corporation . 7. Status of Converted or Redeemed Stock . In the event any shares of Class A Preferred Stock shall be converted or redeemed pursuant to Sections 1 . 3 or 1 . 4 hereof ; the shares so converted or redeemed shall be cancelled and returned to the status of authorized but unissued shares of Preferred Stock . 8. Taxes . This Corporation will pay all taxes (other than taxes based upon income) and other governmental charges that may be imposed with respect to the issue or delivery of shares of Class A Preferred Stock and Common Stock upon conversion of shares of Class A Preferred Stock, excluding any tax or other charge Imposed in connection with any transfer involved In the issue and delivery of shares of Common Stock In a name other than that in which the shares of Class A Preferred Stock so converted were registered .
Filed in I.he office of , ,4_ Ross Miller Secretary of Stntc State of Nevada OocLllll nl Number 0D002350831 - 82 flling D11te and Time 06/29/2009 11:18 AM f:nlit)· Number C12526 - 1997 • ROSSMILLER Secretary of State 204 North canon StrMt,, Suhe 1 Carson Cffy, Nevada lll701..ct520 (775) 8N 5708 Webllte: WWW,nvtOa,(ICW Certificate of Amendment by Custodian (PURSUANT TO NRS 78,347) USI!BLACK NC ONLY• DO HOTHIOKUOlfT AIICMI SPACll!!IS FOR Off.IC& US& ONLY Certfflcate of Amendment to Articles of Incorporation flled by Cuatodlan 1. Name of tion: (Punn1ant to NRS 78.347) '... . - - corpora •« - •• - - · - · - · --- · - -- - --- · '' ------------- · -- -- · - - .. !Eline Entertainment Group. Inc 2. Any previous criminal, admlnlstrativ civil or National Assocfation of Securities Dealers,. Inc., or Securities and Exchange Commission Investigations, violations or convictions concerning the custodian and any affiliate of the custodian Is disclosed as foUows: r - · - · - ·• - ·· -- ··. --- •·• - ·· -- - --- · -- --------- · -------- · - · --- - · - . /None 3. Custodian Statement Reasonable attsmpts we 19 made to conf 8 cl the officers or dfrectors of the corporation to rsquest that the corporatJon comply with corporate formalities and to continue Its business . I am continuing the business and attempting to further the Interests of the shareholders . I wRI re/nslate or maintain the corporals chBlter . 4. custodian Signature: . l>8rebo!d !ocates. LLC Name of Cuall:ldian X Authorized Slgnatunt of Custodian FIiing Fee: $175.00 IMPORTANT: Failure to Include any cl the above lnk>nnallon and submit With the proper fees may cause this filing ID be n,jac:led. This A>tm must be occompanlod by appropriate tees.
Filed in the office of , Ross Miller Secretary of State State ofNcvada Document Numli« 20090577302 - 65 Filing 1>1111: and Time 07/27/2009 7:34 AM Entity Number C12526 - 1997 ROSSMILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701 - 4520 (775) 684 5708 Website: www.nvaos.gov Certificate of Designation (PURSUANT TO NRS 78.1955) USEel.ACK INK OHLY ·DONOT HIGHLIGHT ABOVE SPACE IS FORCJFR:E USE ONLY Certfficate Qf Designation For Nevada Profit Corporations (Pursuantto NRS 78.1955) 1,. Na'!'_e of corec,ration: Eline .Entertainment Group, Inc. 2. By resolution of the board of directors pursuant to a provision in the articles of incorporation this certificate establishes the following regarding the voting powers, designations, preferences, limitations, restrictions and relative rights of the following class or series of stock. ~'" - .,,,, = (a) The series of Preferred Stock created hereby sbaJl be designated the Convertible Preferred Series "C'' Stock [the "Convertible Preferred Series C Stock"] with a par value ofS0.001 (b} The number of authorized shares of Convertible Prefcaed Series C Stock shaJI be one milJjon (1,000,000) shares. (c) .Each share of Convertible Preferred Series C Stock shall be convertible, at the option of the Holder, into one thousand (1 000) fully paid and nonassessable shares of the Corporation's Common Stock. 3. Effective date of filing: (optional) (must not be later lhan 90 ttavs after the certificate is filed) 4. Signature: (required) Filing Fee: $175.00 IMPORTANT: FaHure to include any of lhe above information and subrrut with the proper fees may c::ause this fihng to be rejected. Th/11 f0t1n must bo11H:COmP1Y1k,d by r,ppraprioto foes. Nevada Seoewy cl $ - Sled< Oit"'!INltion R""bed: J.fl - 09
CERTIFICATE OF DESIGNATION OF CONVERTIBLE PREFERRED SERIES "C" STOCK OF ELINE ENTERTAINMENT GROUP, INC. It is hereby certified that 1. The name of the Corporation Is Elina Entertainment Group, Inc. [hereinafter called the "Corporationj. 2. The Certificate of Incorporation, as amended, of the Corporation authorizes the issuance of five million (5,000,000) shares of Preferred Stock, $0.001 par value, and expressly vests in the Board of Directors of the Corporation the authority provided therein to issue any or all of said shares In one or more series and by resolution or resolutions, the designation, number, full or limited voting powers, or 1he denial of voting powers, preferences and reJative, participating. optional, and other special rights and the qualifications, limitations, restrictions, and other distinguishing characteristics of each series to be issued. 3. The Board of Directors of the Corporation, pursuant to the authority expressly vested in it as aforesaid, has adopted the following resolutions creating a Series "C" Convertible issue of Preferred Stock: "RESOLVED, that the Board of Directors hereby fixes and determines the designation of the number of shares and the rights, preferences, privileges and restrictions relating to the Convertible Preferred Series C Stock. as follows: {a) Designation . The series of Preferred Stock created hereby shall be designated the Convertible Preferred Series "C• Stock [the •Convertible· Preferred Series C Stock"]. (b) Authorized Shares. The number of authorized shares of Convertible Preferred Series C Stock shall be one million (1,000,000) shares. (c) Ljguidation Rights . fn the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, after setting apart or paying in full the preferential amounts due to Holders of senior capital stock, if any, the Holders of Convertible Preferred Serles C Stock and parity capital stock, if any, shall be 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 [the "Liquidation Preferencej. If upon such liquidation, dissolution or winding up of the Corporation, the assets of the Corporation available for distribution to the Holders of the Convertible Preferred Series C Stock and parity capital stock, if any, shall be insufficient to permit in full the payment of the Liquidation Preference, then all such assets of the Corporation shall be distributed ratably among the Holders of the Convertible Preferred Series C Stock and parity capital stock, if any. Neither the consolidation or merger of the
Corporation nor the sale, lease or transfer by the Corporation of all or a part of its assets shall b a deemed a liquidation, dissolution or winding u p o f the Corporation for purposes of this Section (c) . (d) Dividends . The Convertible Preferred Series C Stock is not entitled to receive any dMdends in any amount during which such shares are outstanding. (e) Conversion Rights . Each share of Convertible Preferred Series C Stock shall be convertible, at the option of the Holder, into one thousand (1,000) fully paid and nonassessable shares of the Corporation's Common Stock. The foregoing conversion calculation shall be hereinafter referred to as the "Conversion Ratio." (i) Conversion Procedure. Upon written notice to the Holder, the Holder shall effect conversions by surrendering the certfficate(s) representing the Convertible Preferred Series C Stock to be converted to the Corporation, together with a form of conversion notice satisfactory to the Corporation, which shall be irrevocable. Not later than five (5) business days after the conversion date, the Corporation will deliver to the Holder, (I) a certificate or certificates, which shall be subject to restrictive legends, representing the number of shares of Common Stock being acquired upon the conversion; provided, however , that the Corporation shall not be obligated to issue such certificates until the Convertible Preferred Series C Stock is delivered to the Corporation. If the Corporation does not deliver such certificate(s) by the date required under this paragraph (e) (i the Holder shall be entffled by written notice to the Corporation at any time on or before receipt of such certiflcate(s), to receive one thousand (1,000) Convertible Preferred Series C Stock shares for every week the Corporations fails to deliver Common Stock to the Holder. (Ii) Adjustments on Stock Splits, Dividends and Distributions . If the Corporation, at any time while any Convertible Preferred Series C Stock is outstanding, (a)shall pay a stock dividend or otherwise make a distribution or distributions on shares of its Common Stock payable in shares of its capital stock [whether payable in shares of its Common Stock or of capital stock of any class], (b) subdivide outstanding shares of Common Stock into a larger number of shares, (c) combine outstanding shares of Common Stock into a smaller number of shares, or (d) issue reclassification of shares of Common Stock for any shares of capital stock of the Corporation, the Conversion Ratio shall be adjusted by multiplying the number of shares of Common Stock issuable by a fraction of which the numerator shall be the number of shares of Common Stock of the Corporation outstanding after such event and of which the denominator shall be the number of shares of Common Stock outstanding before such event. Any adjustment made pursuant to this paragraph (e )(iii} shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. Whenever the Conversion Ratio is adjusted pursuant to this paragraph, the Corporation shall promptly mail to the
Holder a notice setting forth the Conversion Ratio after such adjustment and setting forth a brief statement of the facts requiring such adjustment (iii) Adjustments on Reclassifications, Consolidations and Mergers . In case of reclassif,cation of the Common Stock, any consolidation or merger of the Corporation with or into another person, the sale or transfer of all or substantiany all of the assets of the Corporation or any compulsory share exchange pursuant to which the Common Stock ls converted into other securities, cash or property, then each Holder of Convertible Preferred Series C Stock then outstanding shall have the right thereafter to convert such Convertible Preferred Series C Stock only into the shares of stock and other securities and property receivable upon or deemed to be held by Holders of Common Stock following such recfassiflcation, consolidation, merger, sale, transfer or share exchange, and the.Holder shall be entitled upon such event to receive such amount of securities or property as the shares of the Common Stock Into which such Convertible Preferred Serles C Stock could have been converted Immediately prior to such reclassification, consolidation, merger, sale, transfer or share exchange would have been entitled. The tenns of any such consolidation, merger, sale, transfer or share exchange shall include such temts so as to continue to give to the Holder the right to receive the securities or property set forth in this paragraph {e)(lv) upon any conversion following such consolidation, merger, sale, transfer or share exchange. This provision shall similarly apply to successive reclassifications, consolidations, mergers, sales, transfers or share exchanges. (iv) Fractional Shares: Issuance Expenses. Upon a conversion of Convertible Preferred Series C Stock, the Corporation shall not be required to issue stock certificates representing fractions of shares of Common Stock, but shall issue that number of shares of Common Stock rounded to the nearest whole number. The issuance of certificates for shares of COmmon Stock on conversion of Convertible Preferred Series C Stock shall be made without charge to the Holder for any documentary stamp or similar taxes that may be payable In respect of the issue or delivery of such certificate, provided that the Corporation shall not be required to pay any tax that may be payable In respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder, and the Corporation shall not be required to Issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Corporation the amount of such tax or shall have established to the satisfaction of the Corporation that such tax has been paid. (f) Voting Rights . Except as otherwise expressly provided herein or as required by law, the Holders of shares of Convertible Preferred Series C Stock shall be entitled to vote on any and all matters considered and voted upon by the Corporation's Common Stock. The Holders of the Convertible Preferred Series C Stock shall be entitled to one thousand (1,000) votes per share of Convertible Preferred Series C Stock.
(g) Reservation of Shares of Common Stock . The Corporation covenants that It wm at all times reserve and keep available out of its authorized and unissued Common Stock solely for the purpose of issuance upon conversion of Convertible Preferred Series C Stock as herein provided, free from preemptive rights or any other actual contingent purchase rights of persons other than the Holders of Convertible Preferred Series C Stock, such number of shares of Common Stock as shall be Issuable upon the conversion of the outstanding Convertible Preferred Series C Stock. If at any time the number of authorized but unlssued shares of Common Stock shall not be sufficient to effect the conversion of all outstanding Convertible Preferred Series C Stock, the Corporation will take such corporate action necessaiy to Increase its authorized shares of Common Stock to such number as shall be sufficient for such purpose. The Corporation covenants that all shares of Common Stock that shall be so Issuable shall, upon issue, be duly and validly authorized, issued and fully paid and nonassessable. IN WITNESS WHEREOF, said Ellne Entertainment Group, Inc. has caused this Certificate to be signed by Shareholder Advocates, UC, its courts appointed Custodian, as of this Jl.f th day of July 2008. Eline En rta Group,c_ · _ By: w S reholder Advocates, LLC Co ap inted Custodian Ellne ntivt!.imment Gro p, Inc . By: David Keaveney, Member Shareholder Advocates, LLC STATE OF ARIZONA ) ) ss. COUNTY OF MARICOPY ) On this the day of July, 2009, before me, the undersigned Notary Public, personally appeared David Keaveney, proven fo me on the basis of satisfactory evidence to be the persons whose name is subscribed to the within instrument and acknowledged to me that he executed the same In the authorized capacities and that by his signature on this instrument, the person, or the entity upon behalf of which the person acted, executed this instrument WITNESS my hand and official seal. JON M. D088EN Notary Public • Aslzona Mortcopa County Mv Convn. &pllaS sep20, 2011 ryPublic
Filed in the office of , Al;_ Ross Miller Secretary of State State ofNcvndn Document NumbL - r 20090858010 - 93 Filing Dute and lim.: 12/15/2009 8:15 AM Entity Numbc:r C12526 - 1997 • ROSSIWLLER Secretary of State 204North Canton Street. SUII• 1 Carson City, Navada 89701 - 4299 {775) 184 5708 Weballe: aecretaryofatata,blz Certificate of Amendment (PURSUANT TO NRS 78.385 and 78.390) Important: Rvlld attachedInstructions bafon, GOfflPl•rtng tonn. AIIO'll!Sl'la 8FllAmllll! - Ollt.1' certfflcate ot Amendment to Articles of Incorporation For Nevada Profit Corporations (Pursuant to NRS 78.385 and 78.390 • After Issuance of Stock) 1. Name of corporaUon: mine Eniertaimnent O up, Inc. (Cl2526 - 1997) 2. The articles have been amended as follows (provide article numbers, If available): 3. Shares nic nwnbc:r of shares with par value i.s 888,000,000. The J)4r value is so.oo J. The number ofabms withow par valuo ls O. 3. The vote by which the stockholders holding shares In the corporation entlUing them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by provisions of the • articles of incorporation have voted In favor of the amendment is: 51 " 4. Effective date of filing (optional): 12114109 ........... _..., . ..,._ ... _, 5. Officer Signature (required}: i eriit+e S 'If any proposed amendment would allet ƒ ' change any p,,llenlnc:e or any relative or olher fight given lo an, class o, NriH of out& \ alldlng shares. 1hen lhe amendment must be appnwed by lhe YOte, in addlllon to the alffrmallve vole olheiwlse required, ollhe holden, of shara8 rap,asanta,g a majority or !he IIOllng power of •ch class or series affecCed by Ile smendmenl raganless ol rmlatlons or reSlrfcllons on the voting power lbereof. IMPORTANT: Falure to Include any of the above lnfonnanon and submit the proper fees may cause this filing lo be rejected. Ulla (am, 11111" ba ll«Dn1P3/llod by npproprlate foes. Seo lllttu:l,o , d .. St:1 - dulo.
Filed in the office of Document Number 20110003868 - 99 •If' Filing Dmlland TIIIIIC · Ross Miller 01/04/201110:00 AM : Secretary of State State ofNevada
Filed in the office of Barbara K. Ccgavske Secretary of State State ofNevadu Doalmi:nt Number 20150532487 - 77 Filing Date and Time 12/04/2015 9:39 AM Entity Number C12526 - 1997 From: 8775716184 Page: 2/4 Received by: NV Secretary of State Date: 12/4/2015 9:29:20 AM 1111111111111111111111111111111111111111 •1so101• ROSSMILLER Secrets ry of Slate 204 North Carson street, Suite 1 Carson City, Nevada 89701 - 4520 (775) 684 - 5708 Website: www.nvsos.gov Certificate of Designation (PURSUANT TO NRS 78.1955) USE SLACK INK ONLY·DO NOT HIGIUCHT ABOVE SPACE IS FOR OFFICE USE ONLY Certificate of Designation For Nevada Profit Corporations .(Pursuam to NRS 78.1955) t . cl,'TIE:l. Qf.go!J>.Olcltion: iEline Entertainment Group, Inc. 2. By resolution of the board of directors pursuant to a provision in the articles of incorporation this certificate establishes the following regarding the voting powers, designations, preferences, llmit tions, r t ctions and relati t:i.. .. ?.!.. e e>,II<>, - .9. lass or series of st :..........,.,,,.................... This amendment establishes from the eldsting authorized preferred shares, or re - designates if previously established, a series of pref d shares designated Series A, and a series or pref erred shares designated Series B. ' 1. Series A Preferred shares will have the following rights and restrictions. . a) Each share of Preferred Series A wlU be convertible into one thousand (1000) shares of common stock at the request of the shareholder. b) Each share of Preferred Series A wiH hold one thousand (1000) common share votes, even if it has not yet been converted into con;mon 1 shares, and regardless or the number of authorized common shares. , 2. Series B Preferred shares will have the following rights and restrictions. · a) Each share of Preferred Series B will be convertible Into one thousand (1000) shares ol common stock at the request ol the shareholder. b) Preferred Series B shares wHI hold no voling rights whatsoever. , c) Preferred Series B shares will not be convertible into common shares until one (1) year after its issuance, and never in an amount ttiat would cause theholder to own more than 9.99% of the curront number or oulstanding shares of the company. For both Series A and Series B Preferred shares, The company shall not amend, alter. or repeal preferences, rights, powers, or terms; or lhe shares, as to adversely effect the shares without written consent of the holder. This designation does not limit any other rights granted ' by the.articles or Incorporation pertainlng t,o the holdersrights to.coUect dividends or qislribulable amounts upcmJLQL/idalion. ord/liisolulion. (must not be later than 90 days after the certificate Is filed) 4. Signature: (required) Filing Fee: $175.00 IMPORTANT: Failure to include any of the above infOlTTlation and submit with the proper fees may cause this filing to be rejected. This fonn musl be accompanied by appropriate fees Ncva:fo Sccw:my or S1;;1c Stock Ol.'Signatic:m r'!evised; 3 - 6 - 09
d
st.cRBTARY OF STAT13 CERTIFICATE OF EXISTENCE WITH STATUS IN GOOD STANDING I, Barbara K. Cegavske, the duly elected and qualified Nevada Secretary of State, do hereby certify that I am, by the laws of said State, the custodian of the records relating to filings by corporations, non - profit corporations, corporation soles, limited - liability companies, limited partnerships, limited - liability partnerships and business trusts pursuant to Title 7 of the Nevada Revised Statutes which are either presently in a status of good standing or were in good standing for a time period subsequent of 1976 and am the proper officer to execute this certificate. I further certify that the records of the Nevada Secretary of State, at the date of this certificate, evidence, ELINE ENTERTAINMENT GROUP, INC., as a corporation duly organized under the laws of Nevada and existing under and by virtue of the laws of the State of Nevada since June 12, 1997, and is in good standing in this state. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of State, at my office on May 19, 2017. K. - Barbara K. Cegavske Secretary of State Electronic Certificate Certificate Number: C20170519 - 1943 You may verify this electronic certificate online at http://www.nvsos.gov/
STATE OF WYOMING Office of the Secretary of State I, ED MURRAY, Secretary of State of the State of Wyoming, do hereby certify that Eline Entertainment Group, Inc. a business entity originally organized under the laws of Nevada on June 12 , 1997 , did on June 21 , 2017 apply for a Certificate of Domestication and filed Articles of Domestication in the office of the Secretary of State of Wyoming . I have affixed hereto the Great Seal of the State of Wyoming and duly executed this official certificate at Cheyenne, Wyoming on this 21st day of June, 2017 By: C_hri_·s_H_o_s_ha_ w Filed Date: 06/21/2017
Exhibit 10.3
BARBARA It CE_GAV E · Sttcrotary of State , 202 North CarsonStreet Carson Cl ,Nevadn 8970'1 Ż 201 (175)684 - 5708 Website: www . 11vsos.gov l Articles of Conversion (PU sµANr TO NRS 92A.2os) I I . ' Page 1 I 111111111111111111111mll 11111 IIIHIII •140304• I ' Filed in the office of Documeut Number K - .J,.., 20170226234 - 79 Fil i ng Dat e and Time B a rb ara K. Cegavske 0512412017 6 :03 AM Secretary of State State of Nevada Entity Number C12526 - 1997 USI - IIUCI( INKY • I bO' L r : vT IIICIHUGHT AIIOVl!SPACUSFOROFFICliUSEOln.Y ..... . ..,. , J L . - . ............... . _ .. .. , .... . _., _ I I l I Artlcles . of . Con:verslon {Pursuant to NRS 92A . 205) 1. Name an dlctlon of organization of cons tituent entity and resulting entity : dJ 4 r ls • r - ~ .. J - .. .. . . I t ;lineEt11Fnainmcn1G P . • . ! • .:.. - · · •• _._ .. · -- ·... · - · -- - Nama o nstltuent entity : . INcv11dll ' ! - = : - · = - - - -- · ! lf_ ; i : . ··· · - - ·· -- = - ---- - Jurisdiction · Enllly type • ( I r,:: o - - - rntlon · · - - - - - · - - - 7 · ····· - · - · ------ ' l ' E - n l t ] it l y O type - - • - I 2. , A plan of fp; nvarston has been adopted by the constltuentei: \ tity In compllanca wllh · tho e J law of th uilsdlctlon governing the constituent antlty. l , 3. loc;ltlon of plan of convorsion : (check one) : O - Th entire planof cortY!lrslon Is attac'1ed to theso · il . rtlclcis . l&l The complete executedplan of co nverslo 11 ls on fileat ther119lstenad office or principal place of t,uslnoss of - tho resulUng entity. I Ƒ Tt, f<> mpl to . oxecuhicJ planof conversion for tho resulting dome.stlc limited partn11rshlp Is o file 4t therecords offlco roqulredby NRS 88 . 33 ' 1). • corporatio _ n U , mlled r:i ership, llmltod - liabiRlylimited partnership, limill'd•liability cgm pany or business . trus • t ThJ$ form 11111$1 be •ccompaniod by oppropriato taos . 1l ii: l I I 11 I !
t • l . BARBA K .CEGAVSI( · Secretary cif · State · 202 North carson Street : j. Carson City • . Nav . a.d. 89701 - 4201 l (n s, 684 - 5708 l Webslt•: www.nvsos.gov Article : s . of Conver . sion · (PURSUANT TO NRS 92A.205) ; Page 2 US&BLACK 1HK ON L r Y · 0 0 ' tllGltt.lGm 4. Forwardlnb address where coplas of process may be sent by tM Secretary of State of Nevada (If • forwlgn entity Is the resulting entity In the corwerglon): I i clo: ABOVE SPACE IS FOR omcEU:R ONyL 5 . . Effectlve te and tlrpit of filing:(optional) (must not be later than 90 days after thecertificate ls flltd} · Daie : j - - - , · - · I Time { --- = . I 6. Signatures • must be slgnod by: 1. If oonslltuent entity is a Nevada entity: an officer of each Nevada corporation; au general partners of each Nevadalim;lted partnership or Nmilad - liabllity limited partnership; a manager of each Nevada Hmited - llabHily company with managers Of one member if th!)re are no managers ; a truste e o f elil . c ' h f' . e I vada b !,ne , i . a managing partner of a Nevada limited - liability partnership (a . k . a . genera l partnership governed by NR'S chapter 87 ) . 2 . If consti 1 uent entity is a foreign entity : must be signed by theconstituent entity in the manner provided by _ Iha law go em l ng it . • I I - · -- \ at \ w.f - :J \ Name of X Signature _.II s,_1 61_ 11 ..., Date I I ot'to NRS 92A.2P5(4) If theconversionlakes effect on a later dete spaci in the articles of conversion pursuant to NRS 92t - - 2 . the cons {uant document filed v. - ilh lhe Secre ry of . State pursuant 19 paragraph (b) . s , ubsection 1 m4st . slate the name a'!(S , ll'ie1urisdlclion pf the c;(!OStiluent enlity • and that the ex is tence . of the resuiting enUtydties not be:gin · untDth . e . iater date. Thisstatement muat ' ba ncluded within the reaulllng entity's articles. ; . FILING FEE: $350.00 IMPORJANT: Failure t include any of the above lnformaUon and submit with the proper rees may caose lhis filng to be rejected. This form mustbe accoinpan/od by appropriate reos , Nevada Soaot1ry of'Slale92A <:«Minion Paoe 2 RIMNd: 1·& - 15
Exhibit 10.4
- , I , Wyoming Secretary of State 3020 Carey Avenue, Suite 700 Cheyenne, WY 82002 - 0020 Ph. 307.777.7311 Fax 307.777.5339 Email: Business@wyo.gov . . WY Secretary of State FILED: 07/03/2018 04:16 PM Original ID: 2017 - 000758n6 Amendment ID: 2018 - 002336735 : --- - · - = === -- - - - ------- _ , Profit Corporation Articles of Amendment 1. Corporation name: !Influentia l Media Holdings, Inc. 1 0 2. Article number(s) 1 ...._ . I is amended as follows: This Amendment is being filed to: Increase the number of Authorized Common Shares from 10,000,000,000 to 20,000,000,000 Amend the Designation for the Series C Convertible Preferred Shares - See attached Certificate of Designation. 3 . If the amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself which may be made upon facts objectively ascertainable outside the articles of amendment . See attached Corporate Resolution 11 8 12 0 1 8 4. The amendment was adopted onF.... _ _ _ _ _ . (Date - mmlddlyyyy) . t, ) • I ,7 Received ' \ JUN 28 201 8 ·• Secretary of State Wyoming . - , _,, P - Amendment - Revised October 2015
0 5. Approval of the amendment: (Please check only one appropriate field to indicate the party approving the amendment.) I V I Shares were not issued and the board of directors or incorporators have adopted the amendment. OR Shares were issued and the board o f directors have adopted the amendment without shareholder approval, in compliance with W.S. 17 - 16 - 1005. OR Ƒ Ƒ Shares were issued and the board of directors have adopted the amendment with shareholder approva in compliance with W.S. 17 - 16 - 1003. Signature: (May be executed by Chairman of Board, President or another of its officers.) Print Name: I c; - ' ----- :::::======================== Title: I w I Contact Person: I t Cr C) f,t; I Daytime, - - P - ho - ne_N_um_be - r : = = ' C :, = l( = 9 = - p 7= 0 = - = = 9 =:::i 1 y=== Email: Date: f6/19/2018 (mm/dd!J,yyy) (Email provided will receive annual report reminders and filing evidence . ) *May list multiple email addresses ist .Filing .Fee: $50.00 Make check or money order payable to Wyoming Secretary of State. Please submit one originally signed document. D Typical processing time is 3 - 5 business days following the date ofreceipt in our office. D Please review form prior to submitting to the Secretary of State to ensure all areas have been completed to avoid a delay in the processing time of your documents. P - Amendment - Revised October 2015
CERTIFICATE OF DESIGNATION OF CONVERTIBLE PREFERRED SERIES "C" STOCK OF INFLUENTIAL MEDIA HOLDINGS, INC. It is hereby certified that: 1. The name of the Corporation is Influential Media Holdings, Inc. (hereinafter called the "Corporation"). 2. The Certificate of Incorporation, as amended, of the Corporation authorizes the issuance of five million (5,000,000) shares of Preferred Stock, $0.0001 par value, and expressly vests in the Board of Directors of the Corporation the authority provided therein to issue any or all of said shares in one or more series and by resolution or resolutions, the designation, number, full or limited voting powers, or the denial of voting powers, preferences and relative, participating, optional, and other special rights and the qualifications, limitations, restrictions and other distinguishing characteristics of each series to be issued. 3. The Board of Directors of the Corporation, pursuant to the authority expressly vested in it as aforesaid, has adopted the following resolutions creating a Series "C" Convertible issue of Preferred Stock. "Resolved, that the Board of Directors hereby fixes and determines the designation of the number of shares and the rights, preferences, privileges and restrictions relating to the Convertible Preferred Series C Stock, as follows: (a) Designation . The series of Preferred Stock created hereby shall be designated the Convertible Preferred Series "C" Stock (the "Convertible Preferred Series C Stock"). (b) Authorized Shares. The number of authorized shares of Convertible Preferred Series C shall be one million (1,000,000) shares. (c) Liquidations Rights . In the event of any liquidqtion, dissolution or winding up of the Corporation, either voluntary or involuntary, aft :e r setting apart or paying in full the preferential amounts due to Holders of senior capital stock, if any, the Holders of Convertible Preferred Series C Stock and parity capital stock, if any shall be entitled to receive, prior and in preference to any distribution of any of the assets or 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 Sto 1 ck, ,, a . n amount equal to $.125 per share (the "Liquidation Preference"). If upon suc ::> J 11 . r,c ,<. liquidation, dissolution or winding up of the Corporation, the assets of the , "., ':,,' - s. \ rporatio v_,,., Received ... JUN t 8 2018 Secretary of Sfat Wyoming e - r; s l
available for distribution to the Holders of the Convertible Preferred Series C Stock and parity capital stock, if any, shall be insufficient to permit in full the payment of the Liquidation Preference, then all such assets of the Corporation shall be distributed ratably among the Holders of the Convertible Preferred Series C Stock and parity capital stock, if any. Neither the consolidation or merger of the Corporation nor the sale, lease or transfer by the Corporation of all or a part of its assets shall be deemed a liquidation, dissolution or winding up of the Corporation for purposes of this Section (c). (d) Dividends . The Convertible Preferred Series C Stock is not entitled to receive any dividends in any amount during which such shares are outstanding. (e) Conversion Rights . Each share of Convertible Preferred Series C Stock shall be convertible, at the option of the Holder, into ten thousand (10,000) fully paid and non assessable shares of the Corporat i on's Common Stock. The foregoing conversion calculation shall be hereinafter re f erred to as the "Conversion Ratio". ill Conversion Procedure . Upon written notice to the Holder, the Holder shall effect conversions by surrendering the certificate(s) representing the Convertible Preferred Series C Stock to be converted to the Corporation, together with a form of conversion notice satisfactory to the Corporation, which shall be irrevocable. Not later than five (5) business days after the conversion date, the Corporation will deliver to the Holder, a certificate or certificates, which shall be subject to restrictive legends, representing the number of shares of Common Stock being acquired upon the conversion; provided, however, that the Corporation shall not be obligated to issue such certificates until the Convertible Preferred Series C Stock is delivered to the corporation. If the Corporation does not deliver such certificate(s) by the date required under this paragraph (e) (i), the Holder shall be entitled by written notice to the Corporation at any time on or before receipt of such certificate(s), to receive ten thousand (10,000) Convertible Preferred Series C Stock shares for every week the Corporation fails to deliver Common Stock to the Holder. llil Adjustments on Stock Splits. Dividends and Distributions . If the Corporation, at any time while any Convertible Preferred Series C Stock is outstanding, (a) shall pay a stock dividend or otherwise make a distribution or distributions on shares of its Common Stock payable in shares of its capital stock [whether payable in shares of its Common Stock or of capital stock of any class], (b) subdivide outstanding shares of Common Stock into a larger number of shares, (c) combine outstanding shares of Common Stock into a smaller number of shares, or (d) issue reclassification of shares of Common Stock for any shares of capital stock of the Corporation, the Conversion ratio shall be adjusted by multiplying the
number of shares of Common Stock issuable by a fraction of which the numerator shall be the number of shares of Common Stock of the Corporation outstanding after such event and of which the denominator shall be the number of shares of Common Stock outstanding before such event. Any adjustment made pursuant to this paragraph (e) (iii) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. Whenever the Conversion Ratio is adjusted pursuant to this paragraph, the Corporation shall promptly mail to the Holder a notice setting forth the Conversion Ratio after such adjustment and setting forth a brief statement of the facts requiring such adjustment . .llii1 Adjustments on Reclassifications, Consolidations and Mergers . In case of reclassification of the Common Stock, any consolidation or merger of the Corporation with or into another person, the sale or transfer of all or substantially all of the assets of the Corporation or any compulsory share exchange pursuant to which the Common Stock is converted into other securities, cash or property, then each Holder of Convertible Preferred Series C Stock then outstanding shall have the right thereafter to convert such Convertible Preferred Series C Stock only into the shares of stock and other securities and property receivable upon or deemed to be held by Holders of Common Stock following such reclassification, consolidation, merger, sale, transfer or share exchange, and the Holder shall be entitled upon such event to receive such amount of securities or property as the shares of the Common Stock into which such Convertible Preferred Series C Stock could have been converted immediately prior to such reclassification, consolidation, merger, sale, transfer or share exchange would have been entitled. The terms of any such consolidation, merger, sale, transfer or share exchange shall include such terms so as to continue to give to the Holder the right to receive the securities of property set forth in this paragraph (e) (iv) upon any conversion following such consolidation, merger, sale, transfer or share exchange. This provision shall similarly apply to successive reclassifications, consolidations, mergers, sales, transfers or share exchanges. Fractional Shares; Issuance Expenses. Upon a conversion of Convertible Preferred Series C Stock, the Corporation shall not be required to issue stock certificates representing fractions of shares of Common Stock, but shall issue that number of shares of Common Stock rounded to the nearest whole number. The issuance of certificates for shares of Common Stock on conversion of Convertible Preferred Series C Stock shall be made without charge to the Holder
for an documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificate, provided that the Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder, and the Corporation shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Corporation the amount of such tax or shall have established to the satisfaction of the Corporation that such tax has been paid. (f) Voting Rights . Except as otherwise expressly provided herein or as required by law, the Holders of shares of Convertible Preferred Series C Stock shall be entitled to vote on any and all matters considered and voted upon by the Corporation's Common Stock. The Holders of the Convertible Preferred Series C Stock shall be entitled to ten thousand (10,000) votes per share of Convertible Preferred Series C Stock. (g) Reservation of Shares of Common Stock . The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued Common Stock solely for the purpose of issuance upon conversion of Convertible Preferred Series C Stock as herein provided, free from preemptive rights or any other actual contingent purchase rights of persons other than the Holders of Convertible Preferred Series C Stock such number of shares of Common Stock as shall be issuable upon the conversion of the outstanding Convertible Preferred Series C Stock. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all outstanding Convertible Preferred Series C Stock, the Corporation will take such corporate action necessary to increase its authorized shares of Common Stock to such number as shall be sufficient for such purpose. The Corporation covenants that all shares of Common Stock that shall be issuable shall, upon issue, be duly and validly authorized, issued and fully paid and non - assessable. IN WITNESS WHEREOF, said Influential Media Holdings, Inc. has caused this Certificate to be signed as of this li!?JJ.lday of June, 2018. lnflue By: 5/Qve ';nu \ 1 - \ f Pres. & Director see A . ; TTACHeo] I NOTARIZATIO N On this day of June, 2018, before me, the undersigned Notary Public, personally appeared 5/ - <.?VQ.. $",t,;f \ f proven to me on the basis of satisfactory evidence to be the
ACKNOWLEDGEMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Los Angeles On J_u_n_e_2_6 ,_20_1_ 8 before me Ernest R. Star - --------- - ,Notary Public, personally appeared Steve Smith who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Signature:_ _ - - - Notary Public 0000 eee..o.a ••·•• ( l ,,•:'.:'•• I . : '. · - .s ERNEST R. STAR COMM.#2114524 ; < E ' NOTARY PUBLIC - CALIFORNIA LOS ANGELES COUNTY J ·,, , l. - ,. .... My Comm. Exp. 5, 2019 ( Jul ••••••••••••• (Seal) Document Information: Date: -- - J - u n - e - 2 6 ' , 2 - 0 - 18 - - - Title: Certificate of Designation of Convertible Preferred Notes: Series "C" Stock of Influential Media Holdings, Inc . Ƒ Security seal embossed on both attached document and this Acknowledgement form. (REV.150504)
WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF Influential Media Holdings, Inc. June 18, 2018 The undersigned person, being the sole Officer and Director of Influential Media Holdings. Inc., a Wyoming corporation (the "Company"), in accordance with Section 17 - 16 - 821 of Wyoming Business Corporation Act ("WBCA"), hereby consents, votes in favor of and adopts the following resolutions and waive any notice required to be given in connection therewith: 1. Authorized Shares RESOLVED, that the Board hereby approves that the Company be authorized to issue up to twenty trillion {20,000,000,000) shares of Common Stock and five million (5,000,000) shares of Preferred Stock and that the Company reserves the right to amend its Articles of Incorporation, from time to time, as deemed necessary, during the course of conducting its business, in a manner which is consistent with WBCA. 2. Amend Designation for Series C Convertible Preferred Shares ' RESOLVED, that the Board hereby approves that the Company be authorized to Amend the Rights and Privileges for Series C Convertible Preferred Shares ("Series C") as follows: RESOLVED, that the par value shall be adjusted to $.0001 per share RESOLVED, that the Holder of Series C Convertible Preferred Shares ("Series C"), may convert each (1) Series C to ten thousand (10,000) shares of Common Stock RESOLVED, that the Holder of Series C Convertible Preferred Share - s shall be entitled to 10,000 votes per share of Series C Convertible Preferred Stock and that the Company reserves the right to amend its Articles of Incorporation, from time to time, as deemed necessary, during the course of conducting its business, in a manner which is consistent with WBCA. RESOLVED FURTHER, that the appropriate officers of the Company and their representatives be, and they hereby are, authorized to execute all documents and to take all such actions as they may deem necessary or advisable in order to carry out and perform the purposes of the foregoing resolutions. We direct that this Consent be filed with the minutes of the Company and that this Consent have the same force and effect as a unanimous vote of the Board of Directors at a meeting duly called, convened, and held in accordance with the laws in the State of Wyoming. IN WITNESS WHEREOF, this Consent is hereby executed and shall be effective as of the
date first t forth above. This Consent may be signed in counterparts, all of which together ·nstrument . resident & Director
DO NOT PAY! This is not a bill. Description of Charges Reference Quantity Unit Price Total Common Amendment - Profit Corporation - Domestic 2018 - 002336735 1 $50.00 $50.00 RECEIPT Secretary of State 2020 Carey Avenue Cheyenne, WY 82002 - 0020 RECEIPT INFORMATION INFLUENTIAL MEDIA HOLDINGS, INC. 227 WEST 10TH ST LONG BEACH, CA 90813 Receipt#: Receipt Date: Processed By: 001444682 07/03/2018 Cristina Castillo TOTAL CHARGES PAID $50.00 Description of Payment Reference Amount Payment - Check I Money Order 803312775 TOTAL PAYMENT $50.00 $50.00 In Reference To: Influential Media Holdings, Inc. (2017 - 000758776); Amendment ID: 2018 - 002336735 PAD or Billing Questions? (307) 777 - 5343 SOSAdminServices@wyo.gov Page 1 of 1
Exhibit 10.5
CERTIFICATE OF AMENDMENT OF PREFERRED STOCK
AND CERTIFICATE OF DESIGNATION
PREFERENCES AND RIGHTS OF
CONVERTIBLE SERIES D PREFERRED STOCK
$.001 PAR VALUE
Eline Entertainment Group, Inc.,
a Corporation incorporated under the laws of the State of Wyoming (the "Corporation"), hereby certifies that the following resolution
was adopted by the Board of Directors of the Corporation (the "Board") on May 19, 2022, in accordance with the provisions of
Articles of Incorporation (as may be amended and restated through the date here hereof, the "Certificate of Incorporation" and
Bylaws. The authorized series of the Corporation's authorized preferred share have the following preferences, privileges, powers and restrictions
thereof, as follows:
RESOLVED, that pursuant to the authority
granted to and vested in the Board in accordance with the provisions of the Certificate of Incorporation and Bylaws of the Corporation,
each as amended or amended and restated through the date hereof, the Board hereby designates a series of the Corporation's authorized
Preferred Stock, par value $.001 per share (the "Preferred Stock') as its Convertible Series D Preferred Stock, and hereby states
the number of authorized shares, and the relative rights, preferences, limitations, privileges, powers and restricts thereof are and shall
be set forth on the attached Annex A.
IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Designation, Preferences and Rights to be signed by its duly
authorized Officer and Director as of this 19* day of May 2022.
Eline Entertainment Group, Inc.
_____________________________________
Rhonda
Keaveney, CEO
ANNEX A
AMENDMENT TO THE AUTHORIZED PREFERRED
STOCK
AND
CERTIFICATE OF DESIGNATION FOR
CONVERTIBLE SERIES D PREFERRED STOCK
It is hereby certified that
1. The Certificate of Incorporation, as amended, of
the Corporation authorizes the issuance of 10,000,000 (Ten Million) shares of Preferred Stock, $.001 par value, and expressly vests in
the Board of Directors of the Corporation the authority provided therein to issue any or all of said shares in one or more series and
by resolution or resolutions, the designation, number, full or limited voting powers, or the denial of voting powers, preferences and
relative, participating, optional, and other special rights and the qualifications, limitations, restrictions, and other distinguishing
characteristics of each series to be issued.
3 The Certificate of Incorporation, as amended, authorizes
the Designation of 1,000,000 (one Million) shares of Convertible Series D Preferred Stock, $.001 par value, and expressly vests in the
Board of Directors of the Corporation the authority provided therein to issue any or all of said shares in one or more series and by resolution
or resolutions, the designation, number, full or limited voting powers, or the denial of voting powers, preferences and relative, participating,
optional, and other special rights and the qualifications, limitations, restrictions, and other distinguishing characteristics of each
series to be issued.
4. The Board of Directors of the
Corporation, pursuant to the authority expressly vested in it as aforesaid, has adopted the following resolutions creating a Convertible
Series D Preferred Stock issue of Preferred Stock
"RESOLVED, that the Board of Directors
hereby fixes and determines the designation of the number of shares and the rights, preferences, privileges and restrictions relating
to the Convertible Series D Preferred Stock, as follows:
(a)
Designation. The series of Series d Preferred Stock as amended, shall be designated the Convertible Series D Preferred Stock
[the "Series D Stock"].
(b)
Authorized Shares. The number of authorized shares of Series D Stock shall be 1,000,000 (One Million) shares, par value
$.0=001
(c)
Liquidation Rights. In the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary,
after setting apart or paying in full the preferential amounts due to Holders of senior capital stock, if any, the Holders of Series D
Stock and parity capital stock, if any, shall be 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
[the "Liquidation Preference"]. If upon such liquidation, dissolution or winding up of the Corporation, the assets of the Corporation
available for distribution to the Holders of the Series D Stock and parity capital stock, if any, shall be insufficient to permit in full
the payment of the Liquidation Preference, then all such assets of the Corporation shall be distributed ratably among the Holders of the
Series D Stock and parity capital stock, if any. Neither the consolidation or merger of the Corporation nor the sale, lease or transfer
by the Corporation of all or a part of its assets shall be deemed a liquidation, dissolution or winding up of the Corporation for purposes
of this Section (c).
(d)
Dividends. The Series D Stock is not entitled to receive any dividends in any amount during which such shares are outstanding.
(e)
Conversion Rights. Each share of Series D Stock shall be convertible, at the option of the Holder, into 1,000 (One Thousand)
fully paid and non-assessable shares of the Corporation's Common Stock. The foregoing conversion calculation shall be hereinafter referred
to as the "Conversion Ratio."
(i) Conversion
Procedure. Upon written notice to the Holder, the Holder shall affect conversions by surrendering the certificate(s)
representing the Series D Stock to be converted to the Corporation,
together with a form of conversion notice satisfactory to the Corporation, which shall be irrevocable. Not later than five [5] business
days after the conversion date, the Corporation will deliver to the Holder, (i) a certificate or certificates, which shall be subject
to restrictive legends, representing the number of shares of Common Stock being acquired upon the conversion; provided, however,
that the Corporation shall not be obligated to issue such certificates until the Series D Stock is delivered to the Corporation. If the
Corporation does not deliver such certificate(s) by the date required under this paragraph (e) (i), the Holder shall be entitled by written
notice to the Corporation at any time on or before receipt of such certificate(s), to receive 100 Series D Stock shares for every week
the Corporations fails to deliver Common Stock to the Holder.
(ii) Adjustments
on Stock Splits. Dividends and Distributions. If the Corporation, at any time while any Series D Stock is outstanding, (a) shall
pay a stock dividend or otherwise make a distribution or distributions on shares of its Common Stock payable in shares of its capital
stock [whether payable in shares of its Common Stock or of capital stock of any class], (b) subdivide outstanding shares of Common Stock
into a larger number of shares, (c) combine outstanding shares of Common Stock into a smaller number of shares, or (d) issue reclassification
of shares of Common Stock for any shares of capital stock of the Corporation, the Conversion Ratio shall be adjusted by multiplying the
number of shares of Common Stock issuable by a fraction of which the numerator shall be the number of shares of Common Stock of the Corporation
outstanding after such event and of which the denominator shall be the number of shares of Common Stock outstanding before such event.
Any adjustment made pursuant to this paragraph (eXiii) shall become effective immediately after the record date for the determination
of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in
the case of a subdivision, combination or reclassification. Whenever the Conversion Ratio is adjusted pursuant to this paragraph, the
Corporation shall promptly mail to the Holder a notice setting forth the Conversion Ratio after such adjustment and setting forth a brief
statement of the facts requiring such adjustment.
(iii) Adjustments on Reclassifications.
Consolidations and Mergers. In case of reclassification of the Common Stock, any consolidation or merger of the Corporation with
or into another person, the sale or transfer of all or substantially all of the assets of the Corporation or any compulsory share
exchange pursuant to which the Common Stock is converted into other securities, cash or property, then each Holder of Series D Stock
then outstanding shall have the right thereafter to convert such Series D Stock only into the shares of stock and other securities
and property receivable upon or deemed to be held by Holders of Common Stock following such reclassification, consolidation, merger,
sale, transfer or share exchange, and the Holder shall be entitled upon such event to receive such amount of securities or property
as the shares of the Common Stock into which such Series D Stock could have been converted immediately prior to such
reclassification, consolidation, merger, sale, transfer or share exchange would have been entitled. The terms of any such
consolidation, merger, sale, transfer or share exchange shall include such terms so as to continue to give to the Holder the right
to receive the securities or property set forth in this paragraph (eXiv) upon any conversion following such consolidation, merger,
sale, transfer or share exchange. This provision shall similarly apply to successive reclassifications, consolidations, mergers,
sales, transfers or share exchanges.
(iv) Fractional Shares: Issuance
Expenses. Upon a conversion of Series D Stock, the Corporation shall not be required to issue stock certificates representing fractions
of shares of Common Stock but shall issue that number of shares of Common Stock rounded to the nearest whole number. The issuance of
certificates for shares of Common Stock on conversion of Series A Stock shall be made without charge to the Holder for any documentary
stamp or similar taxes that may be payable in respect of the issue or delivery of such certificate, provided that the Corporation shall
not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate
upon conversion in a name other than that of the Holder, and the Corporation shall not be required to issue or deliver such certificates
unless or until the person or persons requesting the issuance thereof shall have paid to the Corporation the amount of such tax or shall
have established to the satisfaction of the Corporation that such tax has been paid.
(f)
Voting Rights. If at least one share of Series
D Stock is issued and outstanding, then the total aggregate issued shares of Series Stock at any given time, regardless of their number,
shall have voting rights 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.
With respect to all matters upon which stockholders
are entitled to vote or to which stockholders are entitled to give consent, the holders of the outstanding shares of Series D Stock shall
vote together with the holders of Common Stock without regard to class, except as the those matters on which separate class voting is
required by applicable law or the Certificate of Incorporation or Bylaws.
(g) Reservation of Shares of Common Stock The Corporation
covenants that it will at all times reserve and keep available out of its authorized and unissued Common Stock solely for the purpose
of issuance upon conversion of Series A Stock as herein provided, free from preemptive rights or any other actual contingent purchase
rights of persons other than the Holders of Series D Stock, such number of shares of Common Stock as shall be issuable upon the
conversion of the outstanding Series D Stock If at any time the number of authorized but unissued shares of Common Stock shall not be
sufficient to effect the conversion of all outstanding Series D Stock, the Corporation will take such corporate action necessary to increase
its authorized shares of Common Stock to such number as shall be sufficient for such purpose. The Corporation covenants that all shares
of Common Stock that shall be so issuable shall, upon issue, be duly and validly authorized, issued and fully paid and non-assessable.
IN WITNESS WHEREOF, on this 19th day of May 2022, said
Eline Entertainment Group, Inc. has caused this Certificate to be signed by its Director.
By:
Rhonda Keaveney, CEO and Director
Exhibit 10.6
 |
Allen C. Tucci
atucci@archerlaw.com
215-246-3192 (Ext. 5192) Direct 215-963-9999
Direct Fax
Archer & Greiner, P.C.
Three Logan
Square
1717 Arch Street, Suite 3500
Philadelphia, PA 19103
(215) 963-3300 Main
(215) 963-9999 Fax
www.archerlaw.com |
August 15, 2022
Eline Entertainment Group Inc.
c/o Small Cap Compliance
7339 E. Williams Dr.
Scottsdale, AZ 85255
Re: Cancellation of Indebtedness Due to Statute of Limitations
To Whom It May Concern:
We are furnishing you this
opinion at the request of Eline Entertainment Group Inc. (the “Issuer” or, the “Company”) in connection with
the fair presentation of the financial condition of the Issuer: specifically, whether certain indebtedness (the “Debt”) should
continue to be reflected as due and payable by the Issuer. The last financials filed with the Securities and Exchange Commission for
the Issuer were dated April 30, 2006. Since that time, financial statements were posted to OTCMarkets.com under the OTC Alternative Reporting
Standard. However, the accountants for the Issuer have indicated that the financial statements posted under ARS are inconsistent, so
have asked us to base this opinion on the April 30, 2006 balance sheet.
We have assumed and relied upon the
following additional information in rendering our opinion:
| 1. | All securities filings made by the Issuer and filed with Securities and Exchange
Commission (“SEC”) were true and correct, as of the date of filing. |
| 2. | Since the date of the last SEC Form 10-Q (the “Most Recent Filing”), there has been no payment
made on any of the Debt, and no agreements with any of the holders of the Debt. |
| 3. | The Debt is comprised of trade accounts payable, accrued expenses, due to related parties, reserve for
commitments, contingencies and claims and long-term debt. Specifically, the Debt is listed in the Most Recent is as follows: |
| Trade Accounts Payable | |
$ | 920,654 | |
| Accrued Expenses | |
| 64,938 | |
| Due to Related Parties | |
| 39,758 | |
| Reserve | |
| 399,057 | |
| Current Maturities of long-term debt | |
| 6,182 | |
| Long Term Debt | |
| 146,933 | |
| TOTAL | |
$ | 1,577,522 | |
| |
4. |
The liabilities
are governed, exclusively, by the laws of the State of Florida. |
Eline Entertainment Group Inc.
August 15, 2022
Page 2
In connection with this opinion, we have reviewed
applicable federal and state laws, rules and regulations and have made such investigations and examined such documents and material related
to the Company as I have deemed necessary and appropriate under the circumstances. Our review has been limited to reports filed with the
SEC in compliance with the Securities Exchange Act of 1934, as amended, and with the SEC, without having independently verified such factual
matters.
The documents that we have reviewed,
included, but are not limited to, the Most Recent Filing and all other documents and disclosures posted on OTCmarkets.com, as of the
date of this letter.
In my examination, I have assumed and have not
verified, (i) the genuineness of all signatures, (ii) the authenticity of all documents submitted to me as originals, if any (iii) the
conformity with the originals of all documents supplied to me as copies, and (iv) the accuracy and completeness of all corporate records
and documents and of all certificates and statements of fact given or made available to me by the Company.
State of the Law
There is a 5-year statute of limitations
for the collection of a corporate debt issued in the State of Florida, under Section 95.11(a)(2) of the Florida Code. Florida courts have
determined that the five-year statute of limitations begins to run at the loan maturity date.
There is also a 5-year statute of limitations for
an action based upon a contract, obligation or liability founded upon an instrument of writing. As a result, a collection action for any
contract for payment with the Issuer must be commenced within five years of when the payment was due.
The limitations period begins on the date of the
last transaction, last item charged or last credit given; provided, however, whenever any principal or interest payment has been made
after the due date, then the limitations period begins from the date the last payment was made.
The balance sheet liabilities reflected
as “due to related parties” constitute demand loans made before April 30, 2006. The statute of limitations on such demand
loans is six years from the date of the note. The amount due to related parties is reflected at $39,758 on the balance sheet.
The trade payables and accrued expenses
listed on the April 30, 2006 balance sheet also constitute corporate debts, subject to a 5-year statute of limitations, under Section
95.11 of the Florida Code. This trade payable amount is reflected at $920,654, on the balance sheet and accrued expenses are reported
at $64,938.
The long-term debt (current portion
of $6.182, and long-term portion of $146,933) is also subject to a five-year statute of limitations. The reserve for claims, contingencies
and commitments would generally fall under corporate debts, so the liability would have a five-year statute of limitations. However, this
category may have various different limitations periods applied to it, depending on the type of claim that the reserve anticipated.
Facts and Legal Opinion
(1)
The Company has stated that debt identified on the balance sheet that constitutes promissory notes that were entered into in excess
of five years ago. Since that time, we have been told by the Issuer, that there have been no collection efforts by the holders of the
notes, or any party. The amount of liabilities falling under this category include the current and long-term portions of the installment
note, and the amounts due to related parties.
Eline Entertainment Group Inc.
August 15, 2022
Page 3
Under Section 95.11 of the Florida Code, the statute of limitations
for collection of these debts against the Company is 5 years after the date of the instrument. All of the above-listed obligations were
entered into more than 5 years prior to the date of this letter. As a result of this fact, and the assumptions made in this letter, we
are of the opinion that the holder of the above-referenced notes may not legally bring and action for collection of the instruments against
the Company. As a result, we conclude that fair presentation of the financial statements of the Company would require removal of the debt
associated with these promissory notes.
(2)
The Company has stated that certain debts on the balance sheet arise from contract. Specifically, the Issuer’s balance sheet
identifies trade payables, all of which constitute liabilities from contract, and a reserve, which we presume exists for contract contingencies.
Under Section 95.11 of the Florida Code,
the statute of limitations for collection of these debts against the Company ends 5 years after the date of the last transaction, last
item charged or last credit given. We have been informed by the Company that no payments or further credit transactions with the parties
have occurred since the date of the Most Recent Filing. As a result of these facts, and the assumptions made in this letter, we are of
the opinion that the parties holding the above-referenced debts may not legally bring and action for collection of these debts against
the Company. As a result, we conclude that fair presentation of the financial statements of the Company would require removal of the debt
associated with these contractual obligations.
As to matters of fact, I have relied upon information
obtained from public officials, officers of the Company, and/or other sources, and I represent that all such sources were believed to
be reliable. I have relied upon the Company’s assurances concerning the lack of payment, settlement discussions or collection activities
on the Debt since the date of the Most Recent Filing.
I have made no independent attempt to verify facts
as provided to me and set forth herein and this opinion is limited to and conditioned upon, the facts as stated herein.
I am qualified to practice law in the States of
Delaware, Pennsylvania and New York and I express no opinion as to the laws of any jurisdictions except for those of the State of Florida
and the United States of America referred to herein.
This opinion letter and the opinions it contains
shall be interpreted in accordance with the Legal Opinion Principles issued by the Committee on Legal Opinions of the American Bar Association's
Business Law Section as published in 53 Business Lawyer 831 (May 1998).
Our opinions set forth in this letter are based
upon the facts in existence and laws in effect on the date hereof and we expressly disclaim any obligation to update our opinions herein,
regardless of whether changes in such facts or laws come to our attention after the delivery hereof.
This opinion is limited to the matters
set forth herein. No opinion may be inferred or implied beyond the matters expressly contained herein. This opinion is rendered solely
for your benefit and no other person or entity, other than your successors and assignees, shall be entitled to rely on any matter set
forth herein without the express written consent of the undersigned.
Very truly yours,
/s/ Allen C. Tucci
ALLEN C. TUCCI
ARCHER & GREINER, P.C.