U.S. Securities and Exchange Commission

                             Washington, D.C. 20549

                                  Form 10-KSB/A

(Mark One)

[x]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the fiscal year ended December 31, 2001

[ ]      TRANSITION REPORT UNDER 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.
                         -------------------------------
                 (Name of small business issuer in its charter)

                                     Nevada
                                     ------
         (State or other jurisdiction of incorporation or organization)

                                   88-0429856
                                   ----------
                      (I.R.S. Employer Identification No.)

                               8905 Kingston Pike
                                    Suite 313
                               Knoxville, TN 37923
                               -------------------
               (Address of principal executive offices)(Zip Code)

                     Issuer's telephone number 865-765-0709

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

                                      None
                                      ----
                              (Title of each class)

                    Name of each exchange on which registered

                                 not applicable
                                 --------------

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

                                  Common Stock
                                  ------------
                              (Title of each class)
<PAGE>


         This Form 10-KSB/A is being filed to provide a revised report of
Rodefer Moss & Co PLLC on the registrant's balance sheet as of October 31, 2001
and the related statements of operations, changes in stockholders' deficit, and
cash flows for the year ended to include such firm's reliance on the prior year
audit report in response to a comment letter from the SEC.










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<PAGE>


                    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. The Company's financial statements as of October 31, 2000 and for the
period from November 2, 1999 (date of inception) through October 31, 2000 were
audited by other auditors whose report dated January 15, 2001 included an
explanatory paragraph describing conditions that raised substantial doubt about
the Company's ability to continue as a going concern.

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



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<PAGE>

                                   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 Entertainment Group, Inc.

                                        By: /s/ Barry A. Rothman
                                        Barry A. Rothman, President, principal
                                        executive and principal accounting
                                        officer

         In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.


Signature                           Title                       Date
---------                           -----                       ----

/s/ Jayme Dorrough                  Director                    October 28, 2002
------------------
Jayme Dorrough

/s/ Barry A. Rothman                President and Secretary     October 28, 2002
--------------------
Barry A. Rothman


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