SECURITIES AND EXCHANGE COMMISSION

Washington, D.C 20549

Form 10-KSB

Annual Report Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report: October 31, 2001

ELINE ENTERTAINMENT GROUP, INC.

(Exact name of small business issuer as specified in its
charter)

Nevada

(State or other jurisdiction of incorporation or organization)

000-30451

(Commission File Number)

88-0429856

(I.R.S. Tax ID Number)

14919 Lebanon Rd., Old Hickory, TN 37138

(Address of Principal Executive Offices and Zip Code)

(615) 754-1871

(Issuer's telephone number)

ELine Music.com

14919 Lebanon Rd., Old Hickory, TN 37138

(Former name and former address)

(Mark One)

[X] Annual report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934 for the fiscal year ended October 31, 2001.

[] Transition report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the transition period from to

Securities registered under Section 12(b) of the Exchange Act:

None

Securities registered under Section 12(g) of the Exchange Act:

Common

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 [X] No []

Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

Revenues for the year ended October 31, 2001 totaled $17,861.

Aggregate Market Value of Voting and Non-Voting Common equity held by
non-affiliates: $66,307

Number of Shares Outstanding as of October 31, 2001: 4,153,667

Documents incorporated by reference:

Proxy Statement Filed on March 16, 2001: Part I, Item 4

PART I

Item 1. Description of Business.

Business Development

Eline Entertainment Group Inc, (the "Company" or "Issuer").was
originally incorporated under the laws of the State of Nevada as Rapid Retrieval
Systems, Inc. ("RRS") on June 12, 1997. In August of 2000, RRS merged
with ELine Music.com in an exchange of shares. RRS was the surviving entity of
the merger, but subsequently changed its name to ELine Music.com, Inc. On
September 14, 2001 Eline Music.com changed it's name to Eline Entertainment
Group Inc. The Company has no subsidiaries or affiliated companies.

Business of Issuer

ELine Entertainment Group was established as a full service entertainment
company to produce music, develop film & video productions for retail,
theatrical, radio, Internet, television and cable broadcasting distribution
networks.

The Company has successfully established and continues to produce several
radio, television and Internet productions. The internet radio talk show
"All About This" featuring Tony Del Vecchio, located at

ELine Entertainment Group has established and continues to develop Vidbox (

Wedding video production work has been developed to generate operational
income and separate the Company from traditional dot.com financial philosophies.
Magic Moments Video Productions (

ELine Entertainment has found an increasing demand for the production work of
commercials, corporate videos, music videos and electronic press kits (

The Company has established an independent record label named Street Flavor
International Records. The label's first project, which features a group named
"The Burnaz", has a release date of March 18, 2002. The dynamic rap
group has samples of their music available at

ELine Entertainment Group has continued to develop

Formed as an Internet company designed to fit the needs of these
independents, the Company's Web-Site Network provides the needed outlet where
labels and artists can showcase and sell their music. Through the recruitment of
independents, revenues are expected to be generated from artists through the
sales of services, such as production and/or airing of music videos, website
creation and electronic press kits. Consumer sales will consist of downloaded
music (individual songs or full albums) from the Company's website, hard copy
sales of CD's and other related consumer products, such as event tickets.
Because of the company's contractual financial agreements with the intellectual
property owners of all music on the Website, there will be few, if any of the
difficulties encountered by other music Internet companies.

As the Company grows, advertising revenues are expected to become an
increasingly significant revenue stream. Advertising will be offered through E
Line Music Radio, E Line Music TV and other related areas, such as peer-to-peer
chat rooms, celebrity chat rooms and banner presentations. The traffic generated
through the website is intended to create a natural avenue for targeted
demographic advertisers. The Company intends to solicit major and independent
labels to advertise on the website to showcase talent through streaming music
videos, celebrity interviews, events calendars, etc.

OTHER BUSINESS RELATED MATTERS

ELine Entertainment Group entered into an agreement on October 12, 2001 with
IBIZ Technology who, through its state-of-the-art center and WEB-hosting
facility, was to help develop and host the Vidbox site (www.vidbox.net), deliver
Vidbox content and provide all hardware, technical support staff and facilities
required to stream music videos to a worldwide audience. IBIZ was unable to
satisfy the agreement due to economic problems and the termination of their
co-location center. Both parties agreed to mutually terminate the agreement.

WEB Pay-Per-View, Inc. entered into a joint agreement with ELine
Entertainment Group on June 4, 2001 to co-promote live music concerts of
national artist and bands. Computer viewers were to use a 24-hour pay-per-view
cyber ticketing system. WEB Pay-Per-View was unable to full-fill it's
obligations on the joint venture due to inadequate funding. Both parties agreed
to set aside the venture until such time as WPPV can secure funding to continue
forward.

On April 25,2001 ELinemusic.com entered into an agreement to acquire
Soniquest Studios located in Winter park, FL. ELinemusic.com was unable to
satisfy it's obligations because of a lack of funding and therefore had no
choice but to resend the deal with SoniQuest.

ELinemusic.com finalized a formal contract to acquire Thology Production
Group, Inc. on April 15, 2001.

Although the agreement was finalized, due to disclosures to ELinemusic.com
from International Digital Holding (IDIG) and much due deligence on the part of
ELine, it became evident to ELine that there were many existing problems
emanating from the board of directors and affiliated companies of IDIG. What
appeared to be the major problem was the non-disclosure of existing problems
between IDIG and VME, which owns the Hard & Heavy licensing for the content
of RockThology. In a good faith effort ELine paid $45,000 to VME and guaranteed
an additional $45,000 to keep the licensing agreement in whole which would allow
ELine to seek distribution for the RockThology / Hard & Heavy project. After
many hours of negotiations ELine was successful in partially completing a
distribution agreement with Prime Entertainment, while keeping in compliance
with the terms of agreements with VME and IDIG. ELine, however, was unsuccessful
in keeping the IDIG RockThology / Hard & Heavy and Prime Entertainment deal
together because of interference from a member of IDIG's board of directors who
acted for his own gain and released confidential documents and inside
information to Prime Entertainment thus preventing ELine from moving forward to
make a fair and equitable deal with all parties mentioned above.

PRODUCTS AND SERVICES

Descriptions

The Company's Web-Site Network, as it stands today, is the product of an
investment of approximately $605,000. Because much of the technological work on
the website was managed and monitored by the Company, the true value to
reproduce this website may be much greater and may reflect a substantial cost
savings.

From the Website, all products can be purchased and all services viewed. Of
significance is the fact that either single songs, entire albums or customized
albums may be purchased. Product purchases can be made through all traditional
means, as well as through a uniquely designed prepaid credit card that will
cater to adolescents and younger consumers. At present, the website includes
links to the categories of Music, Videos, Chat, Label/Artist (sign up) and Eline
Radio. Eline Music TV is in the process of being added. (Specifics of these
website connections are discussed below.) Website development has been and will
continue to be a work-in-progress. It will continually be enhanced to maintain
its state-of-the-art leadership capability, as well as to accommodate new
products and services to be offered.

The Web-Site Network is positioned as a "one stop" source for all
the music needs of both the consumer and artist. As such, the website offers a
variety of products and services designed to fill those needs. For the
independent artist/label, the following needs are met:

1. outlet for music sales

2. cost effective advertising medium

3. video production/showcase

4. recording studio services and production

5. consulting

For the consumer, the Website provides:

1.ability to purchase single songs/albums/customized albums--downloaded or
hard copy

2. exposure to new artists on an international level

3. opportunity to "chat" with artists

4. event ticket sales

5. streaming videos of events/concerts

6. television programming

Independents, who are not connected with a major record label, now have an
opportunity to generate revenue through the sales of their music. The Company
can upload music to the Website, supplied by the independent, and immediately
begin selling. The contracts with independents state that all product sales are
split equally between E Line and the independent. For a fee, E Line will also
provide recording studio production services. Independents can also advertise
through various ways on the Website. For example, the Company can, on a fee
basis, provide an individualized website, video production and/or display of an
Electronic Press Kit, music video production and /or display, and feature
presentation in a "chat" room, and special event advertising.

Consumers will be able to purchase music not readily available through
traditional outlets, since many of independent artists have previously had no
method by which their music could be heard or purchased. Sales can be generated
through single song purchases, whole albums or a combination of songs. In
addition to concert ticket sales, other targeted (demographically) consumer
products are intended to be offered.

Product/Service Costing

Product costing is structured to yield approximately a fifty percent (50%)
gross margin. For the sales of CD's, the financial arrangement with
labels/artists provides that they will receive one-half of all music sales,
downloaded or hard copy. The feasibility of this arrangement is based on the
fact that, once having the infrastructure of the website in place, there are no
incremental costs for the sale of a CD album or single song which is downloaded.
For hard copies, incremental costs are included in the additional sales charge
of $3.00 per CD, plus shipping and handling. Other consumer product sales, as
they are developed and offered, are expected to be priced to yield similar
margins.

Service revenues are anticipated to yield a the same or greater gross
margins. These services will be offered on a fee basis, and will vary with the
level of service. The studio facilities, similar to the website, represent an
infrastructure that is already in place and not expected to need additional
costs to service. If necessary, pricing for services will need to account for
the appropriate margin on other incremental costs incurred.

Competitors' Offerings

In the short history of the E-commerce industry, Internet entertainment/music
companies have proliferated, failed and in some cases succeeded. As such, the
changing landscape of competition often makes it difficult to identify
competitive companies. The Company has made a comparative analysis of itself to
the competitive environment (as of September, 2000) by using the most desirable
attributes that a website can offer. Based on this analysis, the Company
believes that it is well positioned to compete successfully in the industry.

MARKET ANALYSIS

The most developed and predominant market for the internet is in North
America. Initially, this is where E Line will concentrate its market efforts,
specifically in the United States.

The dominant technology that is used for music Internet sites is Mp3. Almost
all Internet music websites, including E Line Music, utilize this technology. It
downloads compressed music files while maintaining high quality sound. As a
result, the average consumer, without sophisticated computer equipment, can take
full advantage of quality music downloads. The focus of our market is the
average consumer in the Mp3 arena.

The prime target market at which E Line will focus its promotional efforts
will be those age sixteen (16) to thirty-five (35). This represents
approximately sixty five (65) million users. This group is familiar with Mp3
technology and represents motivated purchasers. A part of the strategy is to
attract the thirty (30) plus million US Internet users who have yet to visit Mp3
websites.

The market outside of North America is substantial and will become a
secondary focus, after concentration on the United States and Canada.

Reports to Security Holders

The Company will provide an annual report to its Security Holders on Form
10-KSB, which includes audited financial statements, which is filed with the
Securities and Exchange Commission. The public may read and copy any materials
filed with the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Public may obtain information on the operation of
the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC
maintains an Internet website that contains reports, proxy and information
statements, and other information regarding issuers that file electronically
with the SEC and the address of that website is

Item 2. Description of Property

The Company operates its headquarters from building facilities located at
14919 Lebanon Road, Old Hickory, Tennessee 37138. The entire building is
approximately eight thousand (8,000) square feet and the Company occupies
approximately twenty two hundred (2200) square feet of which one half of this
area is dedicated to a state of the art recording studio. The recording studio
will be used to provide a service to artists and labels in need of such
services, at a fee. During periods of low usage, the studio may be rented out as
a supplemental source of revenue. The remainder of the facility is used for
administrative purposes. The building is rented under a lease agreement. The
lease period is seven years, (7) beginning from May,25, 2001 and ending on June
1, 2007.

The Company does not currently have any interests relating to investments in
real estate, interest in real estate or real estate mortgages.

Item 3. Legal Proceedings

The Company has been named in a lawsuit filed October 23, 2001, in Bergen
County, New Jersey. The suit seeks damages of approximately $95,000 for breach
of a lease agreement. Management continues to investigate the merits of this
claim but does not believe that settlement of this claim, if any, will have a
material effect on the financial statements. The Company is not a party to any
other pending legal proceeding.

Item 4. Submission of Matters to a Vote of Security Holders

A Special Shareholders Meeting was held on September 14, 2001. Submitted for
a vote was the matter of changing the corporation's name to Eline Entertainment
Group, Inc. At the date of the meeting, the Company had issued and outstanding
2,940,169 shares of common stock. 2,891,000 shares voted in favor of the name
change; no shares were opposed and none abstained.

PART II

Item 5. Market for Common Equity and Related Stockholders Matters

The Company's common stock is traded on the OTC Bulletin Board. The stock is
not as liquid as the stock of other companies that are on traded on the NASDAQ
because of trading on the OTCBB. Additionally, of the four million one hundred
fifty three thousand six hundred sixty seven (4,153,667) shares outstanding,
there are one million six hundred twenty-one thousand and five (1,621,005) free trading shares and two million
five hundred thirty two thousand and six hundred soxty two  (2,532,662) shares that are restricted The number of holders of record
of common stock as of October 31, 2001 is two hundred twenty eight (228).

The following table sets forth the high and low closing price for the
Company's common stock, in U.S. Dollars, by NASDAQ during each quarter since the
stock was traded.

Quarter Ended . . . . . . . . . . . . . . . . . . High . . . . . . . . . .Low

July 31, 2000. . . . . . . . . . . . . . . . . . . . 2.50. . . . . . . . . .
..2.50

October 31, 2000. . . . . . . . . . . . . . . . . 3.00. . . . . . . . . .
..2.50

January 31, 2001. . . . . . . . . . . . . . . . . 2.50. . . . . . . . . .
..2.50

April 30, 2001. . . . . . . . . . . . . . . . . . . 1.50 . . . . . . . . . .
1.45

July 31, 2001. . . . . . . . . . . . . . . . . . . 1.01. . . . . . . . . .
1.01

October 31, 2001. . . . . . . . . . . . . . . . 1.24. . . . . . . . . . 1.24

The Company has not paid or declared any dividends in its common stock and
does not anticipate paying any dividends in the foreseeable future.

Item 6. Management's Discussion and Analysis/Plan of Operation

Marketing Strategy And Plan

The marketing strategy is to promote the Website through a multi-media and
multi-targeted approach. The Company will utilize print, broadcast media, direct
consumer and Internet marketing. The marketing will also be supported by a media
relation's strategy. The fundamental objective of the Company's campaign is to
establish E Line Music.com as the premier Internet music website for both
artists and consumers.

Initially, advertising and promotional efforts will be directed exclusively
toward attracting independent artists and labels, for two reasons. Firstly,
there is the need to build an inventory of music to sell to consumers. Secondly,
the Company anticipates that the independents will purchase services annually
averaging one thousand dollars ($1,000), representing an immediate source of
revenue. Consumer directed promotion would not start until approximately six
months thereafter.

Specific marketing objectives are initially established as:

1. Create awareness within independent artists/label community

2. Create brand awareness among consumers

3. Sell directly to the on-line consumer market

4. Derive market research from marketing initiatives

Broadcast Media

Advertising in this media will be through demographically targeted radio and
television stations. The company intends to promote the Website in both major
and intermediate markets through a quality theme and consistent message.

Print Media

Print media is intended to include magazines, newspapers and trade
publications. Magazine advertising will focus on the music buying public, as
well as some general readership periodicals. Promotion of the Website in
newspapers will be in major and intermediate markets. The messages in trade
publications will be directed at the independent artists and labels.

Direct consumer

This form of advertising will directly target specific consumer groups. The
Company is considering direct on-location promotions at college and high school
venues, as well as some direct mailings.

On-Line Internet Advertising

The on-line advertising will be segmented into two (2) basic areas. The first
is to drive consumer traffic to the Company's Website through banner ads and
portal sponsorships. This part of the strategy focuses on advertising with a
well-known search engine such as Yahoo!, About.com and MSN. The concept is to
create a "sales spiral" that starts with "page impressions,"
moves to "Website visits" (or "click throughs"), culminating
in sales.

The second part of the on-line plan is through a "keyword"
approach. E line will initiate short-term keyword banner campaigns that target
the Company's prime consumers. The main goal of this keyword component is to
generate accurate market data about the Company's target markets. A budget for
this portion is not included at this time, but the Company expects to adopt one
within one (1) year.

Summary

As of October 31, 2001, the Company had accumulated a deficit during its
development stage of $5,503,832. For the year ended October 31, 2001, the
Company had revenues of $17,861 and incurred a net loss of $2,956,651, compared
to a net loss of $2,565,042 for the year ended October 31, 2000. No revenues
were recorded during the year ended October 31, 2000. The increase in revenues
is attributable to studio rental income. The increase in the net loss was due
primarily to a 419% increase in operating expenses of $1,536,899 compared to
operating expenses of $295,989 at October 31, 2000. The increase is attributable
to a non cash consulting agreement with an officer and shareholder and other
increases primarily salaries, professional fees and web site development.

Cash used in operating activities was $546,134 for the year ended October 31,
2001 compared to $747,593 for the year ended October 31, 2000. Although losses
for the year ended October 31, 2001 were $391,609 greater than for the year
ended October 31, 2000, approximately $2,000,000 of these losses were for non
cash charges resulting from the issuance of Common Stock for services and
amortization of unearned consulting fees. Operating and investing activities
were primarily funded by borrowings from stockholders of $211,174 and sales of
common stock of $271,520 during the year ended October 31, 2001 as compared to
borrowings from stockholders of $435,200 and sales of common stock of $709,000
for the year ended October 31, 2000.

Liquidity and Capital Resources

As of October 31, 2001, the Company had insufficient cash and working capital
to fund operations during the next year. In order to satisfy the cash needs of
the Company for the following twelve months and to satisfactorily implement the
business plan, the Company will be primarily dependent upon proceeds from the
sale of the Company's common and/or preferred stock and other debt financing. If
the Company is unable to obtain adequate funds from the sale of its stock in
public offerings, private placements, or alternative financing arrangements, it
may be necessary to postpone implementation of the business plan and suspend
current operating transactions.

Effective May 29, 2001, the Company declared a one for twenty reverse Common
Stock split. The purpose of the split is intended to help the Company in its
financing activities. The financial statements contained herein reflect the
split both currently and retroactively. Additionally, the Company has issued
shares of its Common Stock from time to time in the past to satisfy certain
obligations and expects in the future to also acquire certain services, satisfy
indebtedness and/or make acquisitions utilizing authorized shares of the capital
stock of the Company. If operations and cash flow can be improved through these
efforts, management believes that the Company's liquidity problems will be
resolved and that the Company can continue to operate. However, no assurance can
be given that management's actions will result in profitable operations.

The Company has issued shares of its Common Stock from time to time in the
past to satisfy certain obligations and expects in the future to also acquire
certain services, satisfy indebtedness and/or make acquisitions utilizing
authorized shares of the capital stock of the Company. If operations and cash
flow can be improved through these efforts, management believes that the
Company's liquidity problems will be resolved and that the Company can continue
to operate. However, no assurance can be given that management's actions will
result in profitable operations.

Plan of Operation

The plan for operating the company will revolve around the utilization of the
key management personnel, increasing support staff as the company grows and,
where practical, acquiring the management of in-house technology. The current
management and their primary responsibilities are described below. As the
Company enters its next stage of growth, there are plans to increase the staff
in support of such growth. In addition to administrative personnel, the next key
position to fill will be a Sr. Vice President of Marketing and Sales, who will
direct the Marketing Strategy to accomplish the objectives of that plan.

The importance of Marketing and Sales is critical to generate revenues
through the sales of products and services. However, of initial primary
importance is the recruitment of talent and new independent artists and labels.
There are dedicated resources assisting the Company in successfully implementing
this part of the operations. The Company believes the management team in place,
and as planned, possesses the expertise and knowledge to carry out the strategic
goals.

Technological aspects are an important part of the strategy, and are the
responsibility of the Company's management. E Line currently has a close,
contractual relationship with Creative Network, Inc (CNI). CNI is a dedicated
vendor to the Company. Its computer related expertise created, maintains and
services the website. In its vendor role, CNI will upload new artist music to
the Website, create and implement enhancements, and physically house the Server
and other computer related equipment. The Company intends to acquire CNI for
three hundred and seventy five thousand dollars ($375,000), subject to financing
and negotiations with CNI for payment of stock for some or all of the purchase
price.

Item 7. Financial Statements

Included herewith are the audited financial statements for the period ending
October 31, 2001.



REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS







To the Board of Directors

Eline Entertainment Group, Inc.

Old Hickory,
Tennessee



We have audited the accompanying balance sheet of Eline Entertainment
Group, Inc. as of October 31, 2001, and the related statements of operations, changes
in stockholders' deficit, and cash flows for the year then ended.  These
financial statements are the responsibility of the company's management. 
Our responsibility is to express an opinion on these financial statements based
on our audit.

We conducted our audit in accordance with auditing standards
generally accepted in the United States of America.  Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We believe
that our audit provides a reasonable basis for our opinion.

In our opinion, the 2001 financial statements referred to above
present fairly, in all material respects, the financial position of Eline
Entertainment Group, Inc. as of October 31, 2001, and the results of its
operations and its cash flows for the year then ended in conformity with
accounting principles generally accepted in the United States of America.

As discussed in Note 3 to the financial statements, the Company
is a development stage company with insufficient revenues to fund development
and operating expenses.  This condition raises substantial doubt about its
ability to continue as a going concern.  Management's plans in regard to these
matters are also described in Note 3.  These financial statements do not
include any adjustments that might result from the outcome of this uncertainty.



RODEFER, MOSS & CO.,
PLLC



Knoxville, Tennessee

February 22, 2002

ELINE ENTERTAINMENT GROUP, INC.

(A Development Stage Company)



Balance Sheet

October 31, 2001



|ASSETS                                                     |             |            
|---------------------------------------------------------- | ----------- | -----------
|Current Asset                                              |             |            
|Cash                                                       | $           | 688        
|                                                           |             |            
|Property, equipment and
      leasehold improvements, net  | 247,712    
|Web site, net                                              |             | 74,335     
|                                                           | $           | 322,735    
|                                                           |             |            
|LIABILITIES AND STOCKHOLDERS'
      DEFICIT                |            
|Current Liabilities                                        |             |            
|Bank overdraft                                             | $           | 1,378      
|Accounts payable                                           |             | 220,316    
|Accrued expenses                                           |             | 95,924     
|Advance from distributor                                   |             | 94,527     
|Notes payable -
        stockholders                       |             | 308,388    
|Note payable - consultant                                  |             | 100,000    
|Current portion of capital
        lease obligations       |             | 22,276     
|Total Current Liabilities                                  | 842,809    
|Notes payable '
        stockholders                       |             | 160,500    
|Capital lease obligations,
        net of current portion  |             | 52,291     
|Total Liabilities                                          | 1,055,600  
|STOCKHOLDERS' DEFICIT                                      |             |            
|Preferred stock, $.001 par
        value; 5,000,000 shares |            
|Authorized, none issued                                    |             |            
|Common stock, $.02 par value;
        100,000,000 shares   |            
|Authorized; 4,153,667 issued
        or to be issued       |             | 83,073     
|Additional paid-in capital                                 |             | 11,684,319 
|Unearned consulting fees and
        compensation          |             | (6,996,425)
|Deficit accumulated during
        the development stage   | (5,503,832)
|Total
      Stockholders' Deficit                          | (732,865)  
|                                                           | $           | 322,735    

The accompanying notes are an integral part of these financial statements.

F-1



ELINE ENTERTAINMENT GROUP, INC.

(A Development Stage Company)



Statements of Operations

Years Ended October 31, 2001 and 2000 and the

Period from November 2, 1999

(Date of Inception) to

October 31, 2001



|                                 |   | Year
      Ended 2001 |   | Year
      Ended 2000 |   | Period
      From November 2, 1999 to October 31, 2001
|-------------------------------- | - | --------------------- | - | --------------------- | - | ------------------------------------------------------
|                                 |   |                       |   |                       |   |                                                       
|Studio rental income             | $ | 17,861                | $ | --                    | $ | 17,861                                                
|                                 |   |                       |   |                       |   |                                                       
|Operating expenses               |   | 1,536,899             |   | 295,989               |   | 1,832,888                                             
|Web site maintenance             |   | 244,794               |   | 165,793               |   | 410,587                                               
|Consulting fees                  |   | 1,160,985             |   | 2,099,805             |   | 3,260,790                                             
|Interest expense                 |   | 13,973                |   | 3,455                 |   | 17,428                                                
|                                 |   | 2,956,651             |   | 2,565,042             |   | 5,521,693                                             
|Net loss                         | $ | (2,938,790)           | $ | (2,565,042)           | $ | (5,503,832)                                           
|                                 |   |                       |   |                       |   |                                                       
|                                 |   |                       |   |                       |   |                                                       
|Basic and diluted loss per share | $ | (1.94)                | $ | (4.87)                | $ | (5.41)                                                
|                                 |   |                       |   |                       |   |                                                       
|Weighted average                 |   |                       |   |                       |   |                                                       
|Shares outstanding               |   | 1,513,429             |   | 527,066               |   | 1,018,135                                             



























The accompanying notes are an integral part of these financial statements

F-2



ELINE ENTERTAINMENT GROUP, INC.

(A Development Stage Company)



Statements of Changes in Stockholders' Defecit

Years Ended October 31, 2001 and 2000 and the

Period from November 2, 1999 (Date of Inception)

To October 31, 2001



|                                                                                              | Common
      Stock
|--------------------------------------------------------------------------------------------- | ------------------
|                                                                                              | Shares            
|Initial capitalization of Company                                                             | 500,000           
|Effects of reverse acquisition                                                                | 16,250            
|Common stock sold through    
            private placement                                   | 4,000             
|Common stock to be issued                                                                     | 14,725            
|Common stock issued to
            consultants                                                | 40,000            
|Net loss                                                                                      |                   
|Balance, October 31, 2000                                                                     | 574,975           
|Common stock sold through
            private placement - March
            through May, 2001 | 6,788             
|Issuance of subscribed shares -
            March and April 2001                              |                   
|Common stock issued to
            consultants - March through
            August 2001        | 1,621,904         
|Common stock issued to officer
            and shareholder - June 2001                        | 1,950,000         
|Stock options issued                                                                          |                   
|Amortization of unearned
            consulting fees &
            compensation               |                   
|Net loss                                                                                      |                   
|Balance, October 31, 2001                                                                     | 4,153,667         















The accompanying notes are an integral part of these financial statements.



F-3



ELINE ENTERTAINMENT GROUP, INC.

(A Development Stage Company)



Statements of Cash Flows

Years Ended October 31, 2001 and 2000 and the

Period from November 2, 1999 (Date of Inception)

To October 31, 2001

|                                                                                                          |           | 2001        |           | 2000        |             | Period
      From November 2, 1999 to October 31, 2001
|--------------------------------------------------------------------------------------------------------- | --------- | ----------- | --------- | ----------- | ----------- | ------------------------------------------------------
|Operating Activities                                                                                      |           |             |           |             |             |                                                       
|Net loss                                                                                                  | $         | (2,938,790) | $         | (2,565,042) | $           | (5,503,832)                                           
|Adjustments to reconcile net loss to net cash used in
                       
      operating activities: |           |             |           |             |             |                                                       
|Depreciation and amortization                                                                             |           | 95,498      |           | 36,708      |             | 132,206                                               
|Amortization of unearned consulting fees and
                            
      compensation              |           | 1,316,075   |           | --          |             | 1,316,075                                             
|Note payable issued for consulting fees                                                                   |           | --          |           | 100,000     |             | 100,000                                               
|Forfeiture of deposit on building                                                                         |           | 50,000      |           | --          |             | 50,000                                                
|Common stock issued and to be issued for consulting
                           
      fees and options    |           | 665,472     |           | 1,640,000   |             | 2,305,472                                             
|Changes in operating liabilities: Accounting payable                                                      |           | 199,101     |           | 11,327      |             | 210,428                                               
|Accrued expenses                                                                                          |           | 66,510      |           | 29,414      |             | 95,924                                                
|Net Cash used in Operating Activities                                                                     | (546,134) |             | (747,593) |             | (1,293,727)
|Investing Activities:                                                                                     |           |             |           |             |             |                                                       
|Web site design expenditure                                                                               |           | --          |           | (94,896)    |             | (94,896)                                              
|Deposit on building                                                                                       |           | --          |           | (50,000)    |             | (50,000)                                              
|Purchase of property and equipment                                                                        |           | (13,116)    |           | (259,533)   |             | (272,649)                                             
|Net Cash Used in Investing Activities                                                                     | (13,116)  |             | (404,429) |             | (417,545)  
|Financing Activities:                                                                                     |           |             |           |             |             |                                                       
|Proceeds from borrowings from stockholders                                                                | 211,174   |             | 435,200   |             | 646,374    
|Advance from distributor                                                                                  |           | 94,527      |           | --          |             | 94,527                                                
|Cash received in reverse acquisition                                                                      |           | --          |           | 1,302       |             | 1,302                                                 
|Sale of common stock                                                                                      |           | 271,520     |           | 709,000     |             | 980,520                                               
|Cash overdraft                                                                                            |           | (6,561)     |           | 7,939       |             | 1,378                                                 
|Payments on capital lease obligations                                                                     |           | (11,410)    |           | (731)       |             | (12,141)                                              
|Net Cash Provided by Financing Activities                                                                 | 559,250   |             | 1,152,710 |             | 1,711,960  
|Increase in Cash                                                                                          |           | 0           |           | 688         |             | 688                                                   
|Cash, beginning of period                                                                                 |           | 688         |           | --          |             | --                                                    
|Cash, end of period                                                                                       | $         | 688         | $         | 688         | $           | 688                                                   

The accompanying notes are an integral part of these financial statements.

F-4



ELINE ENTERTAINMENT GROUP, INC.

(A Development Stage Company)

Notes to Financial Statements

October 31, 2001



NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES



Organization and Nature of Operations Eline Entertainment
Group, Inc. ("Eline") is a development stage entertainment industry
company formed on November 2, 1999 that maintains an Internet presence designed
to fit the needs of independent artists and labels. Through October 31, 2001,
Eline has not generated significant operating revenue but has focused primarily
on raising capital, developing its web site and building a management team.



On August 15, 2000, Rapid Retrieval Systems, Inc.
("Rapid"), an inactive publicly-held company, acquired Eline by
issuing 500,000 shares of its common stock to the stockholders of Eline in
exchange for all of the outstanding shares of Eline . As part of the
transaction, officers and directors of Rapid received $250,000 in consulting
fees which were expensed. The stockholders of Eline (legal acquiree), after the
acquisition, owned the majority of the combined company. Accordingly, the
combination has been accounted for as a reverse acquisition whereby, for
accounting purposes, Eline is the acquirer and Rapid is the acquiree. In
connection with the acquisition, Rapid, which is the surviving legal entity,
changed its name to Eline Entertainment Group, Inc.



The financial statements of Eline and Rapid (collectively,
the "Company") are the historical financial statements of Eline
through August 15, 2000, the date of acquisition, at which time the assets and
liabilities of Rapid were combined with those of Eline. Rapid's assets included
cash of $1,302 and its liabilities included accounts payable of $9,888 and a
balance due to a stockholder of $77,514. During the period from January 1, 2000
to August 15, 2000, the only period for which a statement of operations for
Rapid is available, Rapid generated no revenue and incurred expenses and a net
loss of approximately $30,000. Had the acquisition of Rapid occurred at Eline's
inception, on a pro-forma basis, the Company's loss for the period from November
2, 1999 (date of inception of Eline) to October 31, 2000 would have been
approximately $2,595,000 (unaudited), or $5.00 per share (unaudited).

Cash and Cash Equivalents The Company considers highly
liquid investments with initial maturities of three months or less to be cash
equivalents.



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
certain reported amounts and disclosures. Accordingly, actual results could
differ from those estimates.

Stock Based Compensation The Company measures its equity
transactions with non-employees using the fair value based method of accounting
prescribed by Statement of Financial Accounting Standards No. 123 (SFAS 123),
"Accounting for Stock-Based Compensation." Under the provisions
of SFAS 123, the Company recognizes as a cost or expense, the fair value of
stock awards and options to non-employees at the date of grant.



Property, equipment and leasehold improvements

Web site development costs The Company accounts for costs
incurred in connection with the development of its web site in accordance with
Statement of Position 98-1, "Accounting for Costs of Computer Software
Developed or Obtained for Internal Use" and Emerging Issues Task Force
Issue No. 00-2 "Accounting for Web Site Development Costs."
Accordingly, all costs incurred in planning the development of a web site are
expensed as incurred. Costs, other than general and administrative and overhead
costs, incurred in the web site application and infrastructure development
stage, which involve acquiring hardware and/or developing software to operate
the web site, are capitalized. Fees paid to an Internet service provider for
hosting the web site on its server(s) connected to the Internet are expensed.
Other costs incurred during the operating stage, such as training,
administration and maintenance costs, are expensed as incurred. Costs incurred
during the operating stage for upgrades and enhancements of the web site are
capitalized if it is probable that they will result in added functionality.
Capitalized web site development costs are amortized on a straight-line basis
over their estimated useful life of five years.



Impairment of long-lived assets The Company has adopted
the provisions of Statement of Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed of" ("SFAS 121"). Under SFAS 121,
impairment losses on long-lived assets, such as property, equipment and
leasehold improvements and web site development costs, are recognized when
events or changes in circumstances indicate that the undiscounted cash flows
estimated to be generated by such assets are less than their carrying value and,
accordingly, all or a portion of such carrying value may not be recoverable.
Impairment losses are then measured by comparing the fair value of the assets to
their carrying amounts.



Income taxes The Company accounts for income taxes
pursuant to the asset and liability method which requires deferred income tax
assets and liabilities to be computed for temporary differences between the
financial statement and tax bases of assets and liabilities that will result in
taxable or deductible amounts in the future based on enacted tax laws and rates
applicable to the periods in which the differences are expected to affect
taxable income. Valuation allowances are established when necessary to reduce
deferred tax assets to the amount expected to be realized. The income tax
provision is the tax payable or refundable for the period plus or minus the
change during the period in deferred tax assets and liabilities.



Earnings (loss) per share The Company presents
"basic" earnings (loss) per common share and, if applicable,
"diluted" earnings per common share pursuant to the provisions of
Statement of Financial Accounting Standards No. 128, Earnings per Share."
Basic earnings (loss) per common share is calculated by dividing net income or
loss applicable to common stock by the weighted average number of common shares
outstanding during each period.

Non-Cash Equity Transactions Goods and services acquired
through the issuance of common stock are valued on the date of the transaction
based on the closing bid price for the Company's common stock.



Note 2 - STATEMENT OF CASH FLOWS SUPPLEMENTAL DISCLOSURE



During the years ended October 31, 2001 and 2000, and for the
period from November 2, 1999 (date of inception) to October 31, 2001, the
Company paid $1,973, $1,154 and $ 3,127, respectively, in interest and paid no
income taxes and the following transactions not affecting cash occurred:



> The Company acquired $81,534, $5,174, $86,708 of
>       equipment under capital leases during the years ended October 31, 2001 and
>       2000, and for the period from November 2, 1999 (date of inception) to
>       October 31, 2001, respectively.
>       The Company converted a $255,000 note payable due to a
>       stockholder into common stock during the year ended October 31, 2000.

Note 3- BUSINESS CONDITION



Going concern The accompanying financial statements have
been prepared assuming that the Company will continue as a going concern. As
shown in the accompanying financial statements, the Company incurred a
cumulative net loss of $5,503,832 during the period from November 2, 1999 (date
of inception) to October 31, 2001. In addition, as of October 31, 2000, the
Company has a working capital deficiency of $520,074 and a stockholders'
deficiency of $732,865. Although a substantial portion of the Company's net loss
is attributable to noncash operating expenses, management believes it will need
additional equity or debt financing to be able to sustain its operations until
it can achieve profitability, if ever. These matters raise substantial doubt
about the Company's ability to continue as a going concern.

Management believes that the commercial success and
profitability of the Company will depend significantly on its ability to (i)
attract and provide services to independent artists and labels, (ii) increase
the number of visitors to its current web site, (iii) increase the name
recognition of the Company, and (iv) increase the variety of unique products
sold on its web site. Management is attempting to raise additional equity
financing to sustain operations until it can market its services, expand its
customer base and achieve profitability, if ever. The accompanying financial
statements do not include any adjustments related to the recoverability and
classification of assets or the amounts and classification of liabilities that
might be necessary should the Company be unable to continue as a going concern.



Note 4 - PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS

Property, equipment and leasehold improvements consist of the following:

|Equipment (including $86,708 under a capital lease)                                            | $ | 172,911
|---------------------------------------------------------------------------------------------- | - | -------
|Furniture and Fixtures                                                                         |   | 10,169 
|Studio                                                                                         |   | 26,353 
|Web site hardware                                                                              |   | 101,915
|Leaseholder imrpovements                                                                       |   | 48,009 
|Total                                                                                          |   | 359,357
|Less accumulated depreciation and amortization (including
      $15,142 under a capital lease) |   | 111,645
|                                                                                               | $ | 247,712

Depreciation and amortization expense for the years ended October 31, 2001
and 2000 was $95,498 and $36,708, respectively.

NOTE 5 - NOTES PAYABLE - STOCKHOLDERS

Notes payable - stockholders are comprised of the following:

|Noninterest bearing notes payable to stockholders on demand               | $ | 308,388
|------------------------------------------------------------------------- | - | -------
|Noninterest bearing note payable to stockholder on October
      31, 2003 |   | 160,500
|Total                                                                     | $ | 468,888

NOTE 6 - NOTE PAYABLE - CONSULTANT

At October 31, 2001 the Company had a $100,000 demand note
payable to a company affiliated with one of the Company's stockholders for
consulting services bearing interest at 10%. Interest expense related to this
debt for the year ended October 31, 2001 was $10,000 and for the period from
November 2, 1999 (date of inception) to October 31, 2001 was $11,989.

NOTE 7 - RELATED PARTY TRANSACTIONS

During the period from November 2, 1999 (date of inception)
to October 31, 2000, the Company expensed approximately $45,000 related to
publishing fees and miscellaneous other costs paid to a corporation partially
owned by the majority stockholder of the Company.

NOTE 8 - CAPITAL LEASE OBLIGATIONS

The Company leases telephone, computer and studio equipment under capital
leases which are summarized as follows:



|Payable in monthly installments of $1,826, including
      interest through October 2005; collateralized by telephone, computer and
      studio equipment | $ | 81,039
|---------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ------
|Less amount representing interest                                                                                                                          |   | 6,472 
|Total                                                                                                                                                      |   | 74,567
|Less current portion                                                                                                                                       |   | 22,276
|                                                                                                                                                           | $ | 52,291

Principal payment requirements under the capital leases
in years subsequent to October 31, 2001 are as follows:

| | Year
      Ending October 31, |   | Amount
| | ----------------------------- | - | ------
| | 2002                          | $ | 22,276
| | 2003                          |   | 18,251
| | 2004                          |   | 15,483
| | 2005                          |   | 16,060
| | 2006                          |   | 2,497 
| |                               | $ | 74,567

this debt for the year ended October 31, 2001 was $10,000 and for the period
from November 2, 1999 (date of inception) to October 31, 2001 was $11,989.



NOTE 9 - COMMITMENTS AND CONTINGENCIES

The Company leases its facility under an operating lease that
expired in May, 2001 with an option to renew for an additional eighteen months.
The Company paid $50,000 for an option to purchase for $425,000 the building in which
the Company occupies space.  The  option expired March 9, 2001 and
the Company forfeited the $50,000. Rent expense for the years ended October 31,
2001 and 2000 was approximately $13,365 and $11,000, respectively, and $24,365
for the period from November 2, 1999 (inception) to October 31, 2001.



The Company has been named in a lawsuit filed October 23,
2001, in Bergen County, New Jersey. The suit seeks damages of approximately
$95,000 for breach of a lease agreement. Management continues to investigate the
merits of this claim but does not believe that settlement of this claim, if any,
will have a material effect on the financial statements for the year ended
October 31, 2001 or for the period from November 2, 1999 (inception) to October
31, 2001.



NOTE 10 - INCOME TAXES

As of October 31, 2001, the Company's only significant
temporary differences were net operating loss carryforwards of approximately
$5,385,125 available to reduce future Federal and state taxable income, These
carryforwards begin expiring in 2019 through 2021. Due to the uncertainties
related to the extent and timing of its future taxable income, the Company has
offset the deferred tax assets attributable to the potential benefits of the net
operating loss carryforwards of approximately $1,020,000 by an equivalent
valuation allowance as of October 31, 2001.

The valuation allowance increased by $1,160,000, $1,020,000
and $2,180,000, respectively, for the years ended October 31, 2001, 2000 and for
the period from November 2, 1999 (inception) to October 31, 2001.

A reconciliation of income tax benefit attributable to loss
before cinome taxes differed from amounts computed by applying the United States
of America federal income tax rate of 34% to loss before income taxes follows:



|                                     |   | Year
      Ended 2001 |   | Year Ended
      2000 |   | Period
      From November 2, 1999 to October 31, 2001
|------------------------------------ | - | --------------------- | - | --------------------- | - | ------------------------------------------------------
|Computed expected income tax benefit | $ | 986,000               | $ | 867,000               | $ | 1,853,000                                             
|State taxes                          |   | 174,000               |   | 153,000               |   | 327,000                                               
|                                     | $ | 1,160,000             | $ | 1,020,000             | $ | 2,180,000                                             



NOTE 11 - CAPITAL STRUCTURE AND COMMON STOCK

Preferred stock:

The Company's Articles of Incorporation authorize the
issuance of up to 5,000,000 shares of preferred stock with a par value of $.001
per share. Any preferences accorded to preferred stock are to be determined by
the Board of Directors upon issuance (See Note 12).

In March, 2001, the Company amended its articles of
incorporation to increase authorization of the Company's $.02 par value common
stock from 20,000,000 to 100,000,000 shares.



In May 2001, the Company declared a 20:1 reverse stock split
on all of its outstanding shares of common stock. The reverse split has been
retroactively applied to all periods presented herein.

Issuances of common stock:

In December 1999, the Company converted a note payable to a
stockholder with a balance of $255,000 into 4,250 shares of common stock. Such
shares were effectively issued on August 15, 2000 in connection with the reverse
acquisition.



From January through March 2000, the Company initiated a
private offering of common stock and issued 18,725 shares for $749,000
($40/share). From November 2000 through December 2001, the Company completed a
private offering of common stock and issued 6,788 shares for $271,520
($40/share). Each unit consisted of one share of common stock and one A, B and C
warrant exercisable at $100, $200 and $400, respectively. The warrants expire
three years from the dates of grant.



In August and September 2000, the Company issued 40,000
shares of common stock with a fair value of $1,600,000 as payment for consulting
services.



From November 2000 through October 2001, the Company issued
1,621,904 shares of common stock with a fair value of $3,085,534 as payment for
consulting services. Of these costs, $665,472 was expensed immediately, and
$2,452,500 in costs was for services to be delivered over terms of up to five
years. Amortization of these prepaid costs in 2001 was $410,144, and the
remaining balance included among "Unearned consulting fees and
compensation" was $2,042,356.



In May 2001, the Company issued 1,950,000 shares of common
stock with a fair value of $5,362,500 to an officer and stockholder as
compensation for a consulting agreement expiring in May 2006. Included among
"Unearned consulting fees and compensation" at October 31, 2001 was
$4,954,068. The Company amortized approximately $408,432of consulting
fees related to this agreement during the year ended October 31, 2001.

Also in, 2001, the Company granted its then chief operating
officer options to purchase up to 250,000 shares of the Company's common stock
at an exercise price of $.01. These options also expire in ten years from the
date of grant. Under the provisions of SFAS 123, the Company recognizes as a
cost or expense, the fair value of stock awards and options to non-employees at
the date of grant. Accordingly, the Company recognized expense of $497,500
associated with the grants during 2001.

Information regarding the options and
warrants for 2001 and from November 2, 1999 (inception) to December 31,
2001 is as follows:



|                                                                     | 2001               |  
|-------------------------------------------------------------------- | ------------------ | -
|                                                                     | Shares             |  
|Options outstanding, beginning of year                               | 25,575             | $
|Options canceled                                                     | -                  |  
|Options exercised                                                    | -                  |  
|Options granted                                                      | 250,000            |  
|Options outstanding, end of year                                     | 275,575            |  
|Options exercisable, end of year                                     | 275,575            |  
|Option price range, end of year                                      | $.01
      to $400 |  
|Option price range for exercised shares                              | N/A                |  
|Options available for grant at end of
      year                     | 0                  |  
|Weighted average fair value of options
      granted during the year | N/A                |  







Note 12 - SUBSEQUENT EVENTS



On November 8, 2001 the Company issued
4,000,000 shares of Class A special preferred stock to an officer and
stockholder. The Class A special preferred stock is to receive no preference in
dividend distributions or in the event of liquidation. Each share of Class A
special preferred stock receives five votes in stockholder voting matters.
Dividend and redemption features are determinable at the sole discretion of the
board of directors.

REPORT
OF INDEPENDENT PUBLIC ACCOUNTANTS







To the Board of Directors

Eline
Entertainment Group, Inc.





We have audited
the accompanying statements of operations, changes in stockholders' deficit
and cash flows for the period from November 2, 1999 (date of inception) to
October 31, 2000. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.



We conducted our
audit in accordance with auditing standards generally accepted in the United
States of America. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.



In our opinion,
the financial statements referred to above present fairly, in all material
respects, Eline Entertainment Group, Inc's, results of operations and cash
flows for the period from November 2, 1999 (date of inception) to October 31,
2000, in conformity with accounting principles generally accepted in the United
States of America.



The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As further discussed in Note 3 to the
financial statements, the Company's operations have generated no revenues and
have incurred a net loss and it had a working capital deficit and a
stockholders' deficit as of October 31, 2000. Such matters 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.
These financial statements do not include any adjustments that might result from
the outcome of this uncertainty.





/s/ J.H. COHN
LLP



Roseland, New
Jersey

J.H. Cohn, LLP authorizes use of this report in thie 2001
Form 10-KSB of ELine Entertainment Group, Inc. as of 2/28/02











Item 8. Changes in and Disagreements with Accountants

Registrant's primary accountant, J. H. Cohn, LLC was dismissed on October 15,
2001. None of the principal accountants' report on the financial statements
previously filed over the past two years contained an adverse opinion or
disclaimer of opinion, or was modified as to uncertainty, audit scope, or
accounting principles, disclaimer of opinion or modification. The report did
include an explanatory paragraph regarding the company's ability to continue as
a going concern.  The decision to
change accountants was approved by the Board of Directors. There were no
disagreements with the former accountants on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure. On
October 22, 2001, the Company engaged Roderfer Moss, LLC as its principal
independent accountants. Prior to such engagement, the Company did not contact
the accountant regarding any matter which would require disclosure in this item.

PART III

Item 9. Directors, Executive Officers, Promoters, and Control Persons.

The Members of the Board of Directors and Executive Officers are as follows:

Sonny Paradise

Chief Executive Officer and Chairman of the Board, age
28. Mr. Paradise has served as a Member of the Board since inception. Mr.
Paradise has been in the music industry for more than ten (10) years. In the
beginning of his career, he worked with Guy Vaughn, a famous writer and
producer. As he developed music skills, he wrote and produced his first album in
1991 for singer Kristy Jones. Subsequent to that achievement, Mr. Paradise
produced and wrote five (5) successful country albums. The first album received
two nominations from the Country Music Independent Record Association for Album
of the year and Male Vocalist of the year. Additionally, among the five (5)
albums, there were four (4) top ten independent country hits and two (2) number
one country hit songs. The successes achieved with these albums established Mr.
Paradise as a fast rising music executives.

In 1993, Mr. Paradise reached another milestone in his career as an executive
producer (with Trump Castle) of a nationally televised show titled "Country
Quest USA". This show introduced, for the first time, a new way to
distribute records via television, geared directly at the country music buying
public. He is also responsible for bringing Rap music to a significant level in
Nashville, Tennessee by signing two (2) relatively new artists, Pistol and
Boogie to the major record labels of Ruthless Records and Relativity Music
Group.

In 1995, Mr. Paradise was approached by Rick Wake, a world-renowned
producer/writer and President of A&M owned DV8 Records, to help in running
his organization. For a short time, he worked with Mr. Wake and was exposed to
such big name artists as Celine Dion, Mariah Carey, The Bee Gees, and more. As
head of Artists Relations, he was responsible for a Billboard number one hit,
"Stand Up" by Love Tribes.

As CEO and Board Chairman, Mr. Paradise will oversee all executive decisions
regarding the strategic direction of the Company and report regularly to the
Board on such progress. He will also play a significant role with the creative
aspects of the Company. He will direct the recruitment of talent, make
evaluations of talent and create introductions and oversight to advertising and
other alliances with different record labels, producers, etc.

On July 11, 2001 John P. Brancaccio resigned his position as President &
COO of ELinemusic.com and took the position of Executive Vice President of
Finance as a non-officer and as a non-director.

Anthony Fusolo

Anthony Fasulo, who has acted as an advisor and consultant to ELinemusic.com
for two and a half years, became the acting president. Mr. Fasulo graduated from
Rollins College in 1996 with a BA in Psychology and a minor in Business. Mr.
Fasulo's background included extensive investment relations between brokerage
firms and corporations. His knowledge and contacts made him a good candidate as
the interim president of Elinemusic.com.

Kevin Grisham

Vice President/Production and Board Member, age 28. Mr.
Grisham has served as Vice President and Board Member since inception. In his
Production role, Mr. Grisham is responsible for the recruitment, development and
evaluation of talent at the Company. He also works in the studio setting as an
engineer and acts as a producer with certain artists. He is a well-known disc
jockey, and has worked with such notables as Easy E, Above the Law, Bone Thugs
and Harmony, Dr. Dre, and Rahiem and Scorpio of Grand Master Flash. In 1988, he
won the DMC Mixing Championship at New York's Palladium.

Mr. Grisham will concentrate in the creative and talent development areas

Each Member of the Board of Directors will serve from the date of election
until the next annual meeting.

Item 10. Executive Compensation

The following table summarizes compensation earned in the 2001 and 2000
fiscal years by all of the executive officers.



|Annual Compensation                          | Long-Term Compensation
|-------------------------------------------- | ----------------------
|                                             | Year                  
|Sonny Paradise, CEO, Chairman                | 2000                  
|John P. Brancaccio, President, COO, Director | 2000                  
|Charles Barrett, VP, Director                | 2000                  
|Kevin Grisham, VP, Director                  | 2000                  
|Sonny Paradise, CEO, Chairman                | 2001                  
|John P. Brancaccio, President, Director      | 2001                  
|Charlie Barrett, VP, Director                | 2001                  
|Kevin Grisham, VP, Director                  | 2001                  



Item 11. Security Ownership of, Certain Beneficial Owners and Management

The following table sets forth certain information regarding the ownership of
the Company's Common Stock October 31, 2001, by (i) all those known by the
Company to be owners of more than five percent of the outstanding shares of
Common Stock; (ii) each officer and director; and (iii) all officers and
directors as a group. Unless otherwise indicated, each of the shareholders has
sole voting and investment power with respect to the shares owned (subject to
community property laws, where applicable), and is beneficial owner of them.

|Title of Class | Name and Address of Beneficial Owner                                                                  | Amount and nature of Beneficial Ownership | Percent of Class
|-------------- | ----------------------------------------------------------------------------------------------------- | ----------------------------------------- | ----------------
|Common         | Cede & Co.
      PO Box 222
      Bowling Green Station
      New York, NY
      10274                | 360,801                                   | 8.7%            
|Common         | Anthony
      Delvecchio
      5497 Music
      Center Drive
      East
      Stroudsburg, PA 18301   | 250,000                                   | 5.9%            
|Common         | Steven Demko
      9 Fork Street
      Mt. Pocono, PA
      18344                                     | 280,000                                   | 6.6%            
|Common         | John Nola
      14 North
      6thStreet
      Stroudsburg, PA                                        | 250,000                                   | 5.9%            
|Common         | James Stewart
      14 North 6th
      Street
      Stroudsburg, PA                                   | 400,000                                   | 9.5%            
|Common         | Sonny Paradise, CEO, Chairman
      of the Board
      14919 Lebanaon Rd, Old Hickory,
      TN 37138 | 2,430,050                                 | 57.7%           
|Common         | Officers and Directors as a
      Group                                                               | 2,430,050                                 | 57.7%           



Item 12. Certain Relationships and Related Transactions

During the period from November 2, 1999 (date of inception) to October 31,
2000, the Company purchase approximately $45,000 of publishing rights and other
costs from a corporation partially owned by the majority stockholder of the
Company.

Item 13. Exhibits and Reports on Form 8-K

|Exhibit No. | Document                                 | Location                 
|----------- | ---------------------------------------- | -------------------------
|2           | Agreement and Plan of Merger             | Incorporated by Reference
|3           | Articles of Incorporation and Bylaws     | Incorporated by Reference
|13          | Annual or Quarterly Reports on Form 10-Q | Incorporated by Reference
|17          | Letter on Change in Principal Accountant | Incorporated by Reference
|23          | Consents of Experts and Counsel          | Attached                 



Reports on Form 8-K

The Issuer filed the following reports on Form 8-K

|Date Filed | Date of Report | Item | Financial Statements Filed     
|---------- | -------------- | ---- | -------------------------------
|03/09/01   | 03/09/01       | 7    | For 07/31/00 of Eline Music.com
|10/22/01   | 10/15/01       | 4    | None                           
|10/25/01   | 10/15/01       | 4    | None                           
|11/26/01   | 10/22/01       | 4    | None                           



Signatures

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

ELINE MUSIC.COM, INC.

/s/ Sonny Paradise

Sonny Paradise, CEO and Board Member



/s/ Kevin Grisham

Kevin Grisham, Board Member