UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On November 7, 2022, the registrant’s majority shareholder, Small Cap Compliance, LLC, entered into a Stock Purchase Agreement (the “Agreement”) with Chi Ching Hung. As per the terms of the Agreement, Small Cap Compliance, LLC sold its control block of stock, 1 Convertible Series D Preferred Stock to Chi Ching Hung and the Company issued 250,000,000 shares of Restricted Common Stock for the purchase price of $250,000 (See Exhibit 10.2)
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT
On November 25, 2022, a change in control of the Company occurred by virtue of the Company's largest shareholder, Small Cap Compliance, LLC, selling 1 share of the Convertible Series D Preferred Stock and the Company issuing 250,000,000 shares of Restricted Common Stock to Chi Ching Hung. Such shares represent 100% of the Company's total issued and outstanding shares of Convertible Series D Preferred Stock and .03% of the Company’s total issued and outstanding shares of Restricted Common Stock. As part of the sale of the shares, Ms. Keaveney, owner of Small Cap Compliance, LLC, arranged with Ms. Hung prior to resigning as the sole Officer and member of the Company's Board of Directors and to appoint new officers and directors of the Company. (see Item 5.02 below and Exhibit 10.2)
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
Effective August 25, 2022, the Company accepted the resignation of Rhonda Keaveney as the sole Officer of the Company and as the sole member of the Company’s Board of Directors. The resignation of Ms. Keaveney was not due to any disagreement with the Company on any matter relating to its operations, policies or practices. Simultaneously the following Officers and Directors were elected:
Chi Ching Hung as its Chairwoman and Director
Chi Wai Woo as its President, CEO, Treasurer, CFO and Director
Timothy Chee-Yau Lam as its Secretary
The officers and directors have extensive knowledge in the management and regulatory compliance of micro cap public companies. In addition, all officers have previous held positions of officers and directors for publicly traded companies.
Mr. Lam has over 15 years of experience practicing law in Australia and Hong Kong.
Mr. Woo has extensive finance experience and has held positions of Partner-Global Capital Markets Team at National Investments Fund Ltd. and Deputy Manager-Project Financing at China Construction Holdings Ltd.
Ms. Hung has majority shareholder control as stated in the Stock Purchase Agreement.
ITEM 7.01 REGULATION FD DISCLOSURE
The Company has been informed of the existence of a fake Twitter account under the name of Small Cap Compliance.
The named account has posted information regarding Eline Entertainment Group Inc. that was not released by the Company. The fake Twitter account has been reported to the proper entities regarding the misleading posting of information on a social media platform.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
| (a) | Not applicable. |
| (b) | Exhibits. | |
| 10.2 Stock Purchase Agreement, between the Small Cap Compliance, LLC and Chi Ching Hung dated November 7, 2022. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Eline Entertainment Group, Inc.
DATE: November 28, 2022
By: /s/Rhonda Keaveney
Name: Rhonda Keaveney
Title: CEO
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