Eline Entertainment Q1 2026 loss $6,116, no revenue

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2026

or

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

For the transition period from _____to_____

Commission File Number: 000-30451

ELINE
ENTERTAINMENT GROUP, INC.

(Exact name of registrant as specified in its
charter)

1113,
Tower 2, Lippo Centre, 89 Queensway,
Admiralty, Hong Kong 0000

(Address of Principal
Executive Offices) (Zip Code)

+852 3703 6155

(Registrant’s
telephone number, including area code)

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

Securities registered pursuant to Section 12(g) of the Act: Common Stock, Par Value $0.001

Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.  Yes ☒   No
☐

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

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

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

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

As of May 20, 2026, there were 8,524,529,727
shares outstanding of the registrant’s Common Stock.

ELINE ENTERTAINMENT GROUP, INC.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

Item 1. Condensed Financial Statements

Eline Entertainment Group, Inc.

CONDENSED
BALANCE SHEETS

See accompanying notes to unaudited financial statements

Eline Entertainment Group, Inc.

CONDENSED
STATEMENTS OF OPERATIONS

Unaudited

See accompanying notes to unaudited financial statements

Eline Entertainment Group, Inc.

CONDENSED
STATEMENTS OF STOCKHOLDERS’ DEFICIT

For the Three Months Ended March 31, 2026 and 2025

Unaudited

See accompanying notes to unaudited financial statements

Eline Entertainment Group, Inc.

CONDENSED
STATEMENTS OF CASH FLOWS

Unaudited

See accompanying notes to unaudited financial statements

ELINE ENTERTAINMENT GROUP, INC.

Notes to the
Condensed Financial Statements

As of and for the three months ended March 31,
2026 and 2025

(Unaudited)

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Eline Entertainment Group, Inc. (OTC “EEGI”)
was incorporated under the laws of the State of Nevada on June 12, 1997, as Rapid Retrieval Systems, Inc. On April 25, 2001, the Company
filed an amendment to its Articles of Incorporation and changed its name to Eline Entertainment Group, Inc. In 2017, the Company converted
out of the State of Nevada and domiciled in the State of Wyoming.

Eline Entertainment Group, Inc., Inc. operated
as food service business specializing in sports and entertainment production and distribution. The business operations for Eline Entertainment
Group, Inc. were abandoned by former management and a custodianship action, as described in the subsequent paragraph, was commenced in
2022.

On May 11, 2022, the First Judicial District Court
of Laramie, Wyoming granted the Application for Appointment of Custodian as a result of the absence of a functioning board of directors
and the revocation of the Company’s charter. The order appointed Rhonda Keaveney (the “Custodian”) custodian with the
right to appoint officers and directors, negotiate and compromise debt, execute contracts, issue stock, and authorize new classes of stock.
This application was for the purpose of reinstating EEGI’s corporate charter to do business and restoring value to the Company for
the benefit of the stockholders.

The court awarded custodianship to the Custodian
based on the absence of a functioning board of directors, revocation of the company’s charter, and abandonment of the business.
The Custodian appointed Rhonda Keaveney as sole officer and director. The Custodian attempted to contact the Company’s officers
and directors through letters, emails, and phone calls, with no success.

On November 7, 2022, a change of control occurred
with respect to the Company, along with a new board of directors and management, to better reflect its new business direction.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company’s financial statements have
been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Interim Financial Statements

The accompanying unaudited financial statements
have been prepared in accordance with generally accepted accounting principles (GAAP) applicable to interim financial information and
the requirements of Form 10-Q and Rule 8-03 of Regulation S-X of the Securities and Exchange Commission. Accordingly, they do not include
all of the information and disclosure required by accounting principles generally accepted in the United States of America for complete
financial statements. Interim results are not necessarily indicative of results for a full year. In the opinion of management, all adjustments
considered necessary for a fair presentation of the financial position and the results of operations and cash flows for the interim periods
have been included. These interim financial statements should be read in conjunction with the audited financial statements for the year
ended December 31, 2025. Not all disclosures required by generally accepted accounting principles for annual financial statements are
presented. The interim financial statements follow the same accounting policies and methods of computations as the audited financial statements
for the year ended December 31, 2025.

Use of Estimates

The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The Company’s significant estimates include
the assumption that the Company will continue as a going concern. Those significant accounting estimates or assumptions bear the risk
of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions
are difficult to measure or value. Management bases its estimates on historical experience and on various assumptions that are believed
to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets
and liabilities that are not readily apparent from other sources.

Cash and cash equivalents

We consider all highly liquid securities with
original maturities of three months or less when acquired to be cash equivalents. There were no cash equivalents as of March 31, 2026
and December 31, 2025.

Related parties

The Company follows subtopic 850-10 of the FASB
Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

Pursuant to Section 850-10-20 the Related parties
include a) affiliates of the Company; b) Entities for which investments in their equity securities would be required, absent the election
of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method
by the investing entity; c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under
the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company
may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one
of the transacting parties might be prevented from fully pursuing its own separate interests; and g) Other parties that can significantly
influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting
parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully
pursuing its own separate interests.

The financial statements shall include disclosures
of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary
course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements
is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved description of the transactions,
including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented,
and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the
dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the
method of establishing the terms from that used in the preceding period; amounts due from or to related parties as of the date of each
balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

Commitments and contingencies

The Company follows subtopic 450-20 of the FASB
Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated
financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events
occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment.
In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result
in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived
merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that
it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would
be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency
is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an
estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally
not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon
information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial
position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect
the Company’s business, financial position, and results of operations or cash flows.

Net Loss Per Common Share

Net loss per common share is computed pursuant
to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per common share is computed by dividing net income
(loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per common share is computed
by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during
the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company
incorporated as of the beginning of the first period presented.

Concentration of credit risk

Financial instruments which potentially subject
the Company to concentration of credit risk consist of cash deposits and customer receivables. The Company maintains cash with various
major financial institutions. The Company performs periodic evaluations of the relative credit standing of these institutions. To reduce
risk, the Company performs credit evaluations of its customers and maintains reserves when necessary for potential credit losses.

Recent Accounting Pronouncements

The Company has implemented all applicable accounting
pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise
disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have
a material impact on its financial position or results of operations.

NOTE 3 – GOING CONCERN

The accompanying financial statements have been
prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course
of business. The Company has no revenue and has an accumulated a deficit of $15,231,106 as of March 31, 2026. The Company requires
capital for its contemplated operational and marketing activities. The Company’s ability to raise additional capital through the
future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company’s
contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company
to continue operations. 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 – STOCKHOLDERS’ DEFICIT

Common Stock

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

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

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

Preferred Stock

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

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

Convertible Series C Preferred Stock

The Company has 1,000,000 shares designated as
Convertible Series C Preferred, of which each share is convertible into 10,000 shares of common stock and has 10,000 voting rights per
share.

The Company has nil shares of Convertible Preferred
C Series Stock issued and outstanding as of March 31, 2026 and December 31, 2025, respectively.

Convertible Series D Preferred Stock

The Company has 1,000,000 shares designated as
Convertible Series D Preferred, of which each share is convertible into 1,000 shares of common stock and has voting privileges equal to
20 times the sum of (i) the total number of shares of Common Stock which are issued and outstanding at the time of voting, and (ii) the
total number of shares of any class of Preferred stock which are issued and outstanding at the time of voting, and (iii) divided by the
total number of Series D Stock which are outstanding at the time of voting.

The Company has 1 share of Convertible Preferred
D Series Stock issued and outstanding as of March 31, 2026 and December 31, 2025, respectively.

Refer to Note 5 for preferred stock issued to related party.

NOTE 5 – RELATED PARTY TRANSACTIONS

In May 2022, the Company issued 1 share of Convertible
Preferred D Series Stock and 10,000,000 shares of Common stock to Ms. Keaveney in the name of Small Cap Compliance, LLC, for expense reimbursement
and services in the amount of $18,713 as custodian of the Company.

The Company owes Ms. Chi Ching Hung, director
of the Company, $130,015 and $114,947 as of March 31, 2026 and December 31, 2025, respectively, for expenses paid on behalf
of the Company. During the three months ended March 31, 2026 and 2025, expenses paid on behalf of the Company by Ms. Hung totaled $15,068
and $11,295, respectively.

The amounts owed are non-interest bearing without
maturity date, and are due on demand.

NOTE 6 – SEGMENT REPORTING

The Company adopted ASU 2023-07, Segment Reporting
(Topic 280): Improvements to Reportable Segment Disclosures, and applied the amendments retrospectively to all prior periods presented.

The Company operates in a single operating and
reportable segment. The Company’s Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer, who reviews
financial information for the purposes of allocating resources and assessing the financial performance of the Company’s activities.

The segment information, including significant
segment expenses, regularly provided to the CODM as follows:

NOTE 7 – SUBSEQUENT EVENTS

In accordance with ASC 855-10, the Company has
performed an evaluation of subsequent events through May 20, 2026 the date the financial statements were available to be issued and has
determined that it does not have any material subsequent events to disclose or require adjustments in these financial statements.

Item 2. Management’s Discussion and Analysis of Financial
Condition and Results of Operations

The following management’s discussion
and analysis (“MD&A”) should be read in conjunction with financial statements of Eline Entertainment Group, Inc. for the
three months ended March 31, 2026 and 2025, and the notes thereto.

Safe Harbor for Forward-Looking Statements

Certain statements included in this MD&A constitute
forward-looking statements, including those identified by the expressions anticipate, believe, plan, estimate, expect, intend, and
similar expressions to the extent they relate to Eline Entertainment Group, Inc. or its management. These forward-looking statements are
not facts, promises, or guarantees; rather, they reflect current expectations regarding future results or events. These forward-looking
statements are subject to risks and uncertainties that could cause actual results, activities, performance, or events to differ materially
from current expectations. These include risks related to revenue growth, operating results, industry, products, and litigation, as well
as the matters discussed in Eline Entertainment Group, Inc’s MD&A. Readers should not place undue reliance on any such forward-looking
statements. Eline Entertainment Group, Inc disclaims any obligation to publicly update or to revise any such statements to reflect any
change in the Company’s expectations or in events, conditions, or circumstances on which any such statements may be based, or that
may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.

Eline Entertainment Group, Inc, Inc. is a blank
check company and has no operations. Our business plan includes acquisitions of operating companies. In summary, EEGI is focused on raising
capital for its business plan. As of this filing, we have not raised any capital and our business is not yet operational.

Results of Operations

The financial statements appearing elsewhere in
this report have been prepared assuming the Company will continue as a going concern. The Company was recently formed and has not established
sufficient operations or revenues to sustain the Company. These conditions raise substantial doubt about the Company’s ability to
continue as a going concern.

The following table sets forth key components
of our results of operations for the three months ended March 31, 2026 and 2025.

To date, the Company has relied on debt and equity
raised in private offerings and shareholder loans to finance operations and no other sources of capital has been identified. If we experience
a shortfall in operating capital, we could be faced with having to limit our research and development activities.

Three Months Ended March 31, 2026 and 2025

Revenue

For the three months ended March 31, 2026 and
2025, the Company had not generated any revenues.

Operating Expenses

Operating expenses for the three months ended
March 31, 2026 were $6,116 compared to $8,542 for the three months ended March 31, 2025 which primarily consist of professional fees.

For the three months ended March 31, 2026, professional fees were $6,000,
a increase of $NIL as compared to $6,000 for the three months ended of March 31, 2025.

Other Income and Expenses

For the three months ended March 31, 2026 and
2025, the Company did not have any other income or expenses.

Net Income (Loss)

For the three months ended March 31, 2026, the
Company had a net loss of $6,116 compared to the three months period ended March 31, 2025 of a net loss of $8,542.

The net loss resulted from increase of operating
expenses.

Liquidity and Capital Resources

As of March 31, 2026, we had no cash and a working
capital deficit of $140,417 compared to a working capital deficit of $97,851 as of March 31, 2025.

Operating Activities

For three months ended March 31, 2026, the
Company had cash used in operating activities in the amount of $15,068 compared to $11,295 in the three months ended March 31, 2025. Net
operating loss decreased to $6,116 as compared to net loss of $8,542 for the three months ended March 31, 2025. Accounts payable and accrued
expenses for the three months ended March 31, 2026 was $10,402, decreased by $6,199, as compared to $19,354 for the three months ended
March 31, 2025. The decrease in accounts payable and accrued expenses is related to payments made to outstanding professional fees.

Investing Activities

No investing activities occurred during the three
months ended March 31, 2026 and 2025.

Financing Activities

During the three months ended March 31, 2026,
the Company received advances from a related party for working capital purposes in the amount of $15,068 as compared to $11,295 for the
same period in 2025.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements with
any party.

Critical Accounting Policies

Our discussion and analysis of results of operations
and financial condition are based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States of America. The preparation of these condensed consolidated financial statements requires
us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure
of contingent assets and liabilities. We evaluate our estimates on an ongoing basis, including those related to provisions for uncollectible
accounts receivable, inventories, valuation of intangible assets and contingencies and litigation. We base our estimates on historical
experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual
results may differ from these estimates under different assumptions or conditions.

The accounting policies that we follow are set
forth in Note 2 to our financial statements as included in the SEC report filed. These accounting policies conform to accounting principles
generally accepted in the United States and have been consistently applied in the preparation of the financial statements.

Item 3. Quantitative and Qualitative Disclosures
about Market Risk

As a “smaller reporting company,”
as defined by Rule 12b-2 of the Exchange Act, we are not required to provide the information in this Item.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

a) Evaluation of Disclosure Controls and Procedures

We conducted an evaluation under the supervision
and with the participation of our management, of the effectiveness of the design and operation of our disclosure controls and procedures.
The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange
Act of 1934, as amended (“Exchange Act”), means controls and other procedures of a company that are designed to ensure that
information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls
and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed
by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management,
including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow
timely decisions regarding required disclosure. Based on this evaluation, our principal executive and principal financial officers concluded
as of March 31, 2026, that our disclosure controls and procedures were not effective at the reasonable assurance level due to the material
weaknesses in our internal controls over financial reporting discussed immediately below.

Our internal controls are not effective for the
following reasons: (1) lack of a functioning audit committee and lack of a majority of outside directors on the Company’s board
of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2)
inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and
financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls
over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by the Company’s
Chief Financial Officer in connection with the review of our financial statements as of March 31, 2026 and communicated the matters to
our management.

(b) Management’s Report on Internal Control
Over Financial Reporting.

Our management is responsible for establishing
and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange
Act of 1934. Our internal control over financial reporting is a process designed by, or under the supervision of, our CEO and CFO, or
persons performing similar functions, and effected by our board of directors, management and other personnel, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
accounting principles generally accepted in the United States of America (GAAP). Our internal control over financial reporting includes
those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and disposition of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary
to permit preparation of financial statements in accordance with GAAP and that receipts and expenditures of the Company are being made
only in accordance with authorization of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention
or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on
the financial statements.

Management assessed the effectiveness of the Company’s
internal control over financial reporting as of March 31, 2026. In making this assessment, management used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission in the 2013 Internal Control-Integrated Framework. Based
on its evaluation, management has concluded that the Company’s internal control over financial reporting was not effective as of
March 31, 2026.

Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance
with the policies or procedures may deteriorate. A control system, no matter how well designed and operated can provide only reasonable,
but not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact
that there are resource constraints, and the benefits of controls must be considered relative to their cost.

Management believes that the material weaknesses
set forth in items (2), (3) and (4) above did not have an effect on the Company’s financial results. However, management believes
that the lack of a functioning audit committee and lack of a majority of outside directors on the Company’s board of directors,
resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures can result in the
Company’s determination to its financial statements for the future years.

We are committed to improving our financial organization.
As part of this commitment, we intend to create a position to segregate duties consistent with control objectives and will increase our
personnel resources and technical accounting expertise within the accounting function when funds are available to the Company: i) Appointing
one or more outside directors to our board of directors who shall be appointed to the audit committee of the Company resulting in a fully
functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures;
and ii) Preparing and implementing sufficient written policies and checklists which will set forth procedures for accounting and financial
reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.

c) Changes in Internal Control over Financial
Reporting

There were no changes which were identified in
connection with our management’s evaluation required by paragraph (d) of rules 13a-15 and 15d-15 under the Exchange Act, that materially
affected, or is reasonably likely to have a materially affect, on our internal control over financial reporting.

PART II OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any material or legal proceeding,
and, to our knowledge, none is contemplated or threatened.

Item 1A. Risk Factors

We are a smaller reporting company as defined
by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds

During the three months ended March 31, 2026,
the Company did not sell any unregistered securities.

Item 3. Defaults Upon Senior Securities

There have been no defaults upon senior securities.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the period ended March 31, 2026, no director
or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in
Item 408(a) of Regulation S-K.

Item 6. Exhibits

___________________

SIGNATURES

Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.