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<p align="center">SECURITIES AND EXCHANGE COMMISSION</p>
<p span style="font-size: 9pt" align="center">WASHINGTON D.C. 20549</p span>
<p span align="center"><b>FORM S-8</b></p span>
<p span style="font-size: 9pt" align="center">REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933</p span>
<p align="center"></p span>
<p span style="color: #000000" align="center"><p span align="center"><b>
ELINE ENTERTAINMENT GROUP, INC.</b></p span>
<p span align="center"><font size="2">(Exact name of registrant as specified in its charter)</font></p span>
<p align="center" style="margin-top: 2; margin-bottom: 2"></p>
<p span style="margin-top:2; margin-bottom:2" align="center"><font size="2">NEVADA</font></p span>
<p span style="margin-top:2; margin-bottom:2" align="center"><font size="2">(State or other jurisdiction of incorporation or organization)</font></p span>
<p align="center" style="margin-top: 2; margin-bottom: 2"></p span>
<p align="center" style="margin-top: 2; margin-bottom: 2"></p>
<p span style="margin-top:2; margin-bottom:2" align="center"><font size="2">88-0429856</font></p span>
<p span style="margin-top:2; margin-bottom:2" align="center"><font size="2">(I.R.S. Employer Identification No.)</font></p span>
<p align="center" style="margin-top: 2; margin-bottom: 2"></p span>
<p span style="margin-top:2; margin-bottom:2" align="center">&nbsp;</p span>
<p span style="margin-top:2; margin-bottom:2" align="center"><font size="2">14 North Sixth Street, Suite 300</font></p span>
<p span style="margin-top:2; margin-bottom:2" align="center"><font size="2">Stroudsburg, Pennsylvania 18370</font></p span>
<p span style="margin-top:2; margin-bottom:2" align="center"><font size="2">(Address of Principal Executive Offices, and Zip Code)</font></p span>
<p align="center" style="margin-top: 2; margin-bottom: 2"></p span>
<p span align="center" style="margin-top: 2; margin-bottom: 2">&nbsp;</p span>
<p span align="center" style="margin-top: 2; margin-bottom: 2"><b>
<font size="2">CONSULTING AGREEMENTS</font></b></p span>
<p span style="margin-top:2; margin-bottom:2" align="center"><font size="2">(Full title of plan)</font></p span>
<p align="center" style="margin-top: 2; margin-bottom: 2"></p span>
<p span style="margin-top:2; margin-bottom:2" align="center">&nbsp;</p span>
<p span style="margin-top:2; margin-bottom:2" align="center"><font size="2">The Corporation Trust Company of Nevada</font></p span>
<p span style="margin-top:2; margin-bottom:2" align="center"><font size="2">6100 Neil Rd., Suite 500</font></p span>
<p span style="margin-top:2; margin-bottom:2" align="center"><font size="2">Reno, NV 89511</font></p span>
<p span style="margin-top:2; margin-bottom:2" align="center"><font size="2">(Name and address of agent for service)</font></p span>
<p align="center" style="margin-top: 2; margin-bottom: 2"></p span>
<p span style="margin-top:2; margin-bottom:2" align="center">&nbsp;</p span>
<p span style="margin-top:2; margin-bottom:2" align="center"><font size="2">(570) 517-0400</font></p span>
<p span style="margin-top:2; margin-bottom:2" align="center"><font size="2">(Telephone number, including area code of agent for service)</font></p span>
<p align="center" style="margin-top: 2; margin-bottom: 2"></p span>
<p span style="font-size: 9pt; margin-top:2; margin-bottom:2" align="center">&nbsp;</p span>
<p span align="center"><font size="2">CALCULATION OF REGISTRATION FEE</font><br>
&nbsp;</p span><div align="center">
<table width="624px" cellspacing="1" style="margin-top:2; margin-bottom:3" border="3" height="168">
&#160;<tr>
<td width="20%" align="center" valign="middle" height="99">
<p span><font size="2">Title of Securities to
be Registered</font></p span>
</td>
<td width="20%" align="center" height="99"><p span><font size="2">Amount to be
registered</font></p span>
</td>
<td width="20%" align="center" valign="middle" height="99"><p span><font size="2">Proposed Maximum
Offering Price Per
Share</font></p span>
</td>
<td width="20%" align="center" valign="middle" height="99"><p span><font size="2">Proposed Maximum
Aggregate Offering
Price</font></p span>
</td>
<td width="20%" align="center" valign="middle" height="99">
<p span><font size="2">Amount of
Registration Fee</font></p span>
</td>
</tr>
<tr>
<td width="20%" align="center" valign="middle" height="68"><p span>
<font size="2">Common</font></p span>
</td>
<td width="20%" align="center" height="68">
<p><font size="2">1,710,000</font></p>
</td>
<td width="20%" align="center" valign="middle" height="68"><p span>
<font size="2">$0.05(1)</font></p span>
</td>
<td width="20%" align="center" valign="middle" height="68"><p span>
<font size="2">$85,500</font></p span>
</td>
<td width="20%" align="center" valign="middle" height="68"><p span>
<font size="2">$7.87</font></p span>
</td>
</tr>
</table>
</div>
<p span align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <font size="2">(1) Estimated solely for the purpose of
calculating the registration fee pursuant to Rule 457 under the Securities Act
of 1933</font></p span>
<p span><font size="2">PART I. INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS</font></p span> <p span><i><b><font size="2">Item 1. Plan Information</font></b></i></p span>
<p span><font size="2">This Prospectus is part of a Registration Statement which registers an aggregate 1,480,000 shares of common stock, $.001
par value, of ELine Entertainment Group, Inc. (the "Company") which have been issued as set forth herein to the following
named persons:</font></p span>
<div align="left">
<table width="426" cellpadding="0" cellspacing="0" style="border-collapse: collapse" bordercolor="#111111">
<tr>
<td width="211" valign="middle"><p span><font size="2">NAME</font></p span>
</td>
<td width="4" valign="middle">
&nbsp;</td>
<td width="211" valign="middle">
<p span align="center"><font size="2">NUMBER OF SHARES</font></p span>
</td>
</tr>
<tr>
<td width="211" valign="middle">&nbsp;</td>
<td width="4" valign="middle" align="center">&nbsp;</td>
<td width="211" valign="middle" align="center">&nbsp;</td>
</tr>
<tr>
<td width="211" valign="middle"><p span><font size="2">Tom Quinn</font></p span>
</td>
<td width="4" valign="middle" align="center">&nbsp;</td>
<td width="211" valign="middle" align="center"><p span><font size="2">230,000</font></p span>
</td>
</tr>
<tr>
<td width="211" valign="middle"><p span><font size="2">Mark Matsock</font></p span>
</td>
<td width="4" valign="middle" align="center">&nbsp;</td>
<td width="211" valign="middle" align="center"><p span><font size="2">230,000</font></p span>
</td>
</tr>
<tr>
<td width="211" valign="middle"><p span><font size="2">Derrick Manteau</font></p span>
</td>
<td width="4" valign="middle" align="center">&nbsp;</td>
<td width="211" valign="middle" align="center"><p span><font size="2">230,000</font></p span>
</td>
</tr>
<tr>
<td width="211" valign="middle"><p span><font size="2">Josh Ader</font></p span>
</td>
<td width="4" valign="middle" align="center">&nbsp;</td>
<td width="211" valign="middle" align="center"><p span><font size="2">230,000</font></p span>
</td>
</tr>
<tr>
<td width="211" valign="middle"><p span><font size="2">Jason Cooper</font></p span>
</td>
<td width="4" valign="middle" align="center">&nbsp;</td>
<td width="211" valign="middle" align="center"><p span><font size="2">230,000</font></p span>
</td>
</tr>
<tr>
<td width="211" valign="middle"><p span><font size="2">Chirstopher Dieterich</font></p span>
</td>
<td width="4" valign="middle" align="center">&nbsp;</td>
<td width="211" valign="middle" align="center"><p span><font size="2">100,000</font></p span>
</td>
</tr>
<tr>
<td width="211" valign="middle"><font size="2">Josh Ward</font></td>
<td width="4" valign="middle" align="center">&nbsp;</td>
<td width="211" valign="middle" align="center"><font size="2">230,000</font></td>
</tr>
<tr>
<td width="211" valign="middle"><p span><font size="2">James Morse</font></p span>
</td>
<td width="4" valign="middle" align="center">&nbsp;</td>
<td width="211" valign="middle" align="center"><p span><font size="2">230,000</font></p span>
</td>
</tr>
</table>
</div>
<p span align="justify"><font size="2">On April 23, 2002, a series of Consulting Agreements
for services were entered into with Tom Quinn (financial), Mark Matsock
(internal operations), Derrick
Manteau (business development), Josh Ader (general), Jim Morse (financial), Josh
Ward (Web Site construction); Jason Cooper
(financial and general) and Christopher Dieterich&#160;(legal), with the
contracts collectively identified as the "Consulting Agreements".&#160;&#160; The Company has been advised by the Consultants
that they may sell all or a portion of their shares of common stock from time to time through securities brokers/dealers
only at current market prices and that no commissions or compensation will be paid in connection therewith in excess of
customary brokers commissions. Advisors and the brokers and dealers through whom sales of the shares are made may be
deemed to be "underwriters" within the meaning of the Securities Act of 1933, as amended, (the "Securities Act"), and
any profits realized by them on the sale of the shares may be considered to be underwriting compensation.</font></p span>
<p span align="justify"><font size="2">No other person is authorized to give any information or make any representation not contained or incorporated by
reference in this Prospectus, in connection with the offer contained in this Prospectus, and, if given or made, such other
information or representation must not be relied upon as having been authorized by the Company. Neither the delivery of
this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof.</font></p span>
<p span align="justify"><font size="2">The shares of common stock offered hereby
(the &quot;Shares&quot;) will be sold from time to time by the individuals listed under
the Selling Shareholders section of this document (the &quot;Selling Shareholders&quot;).&nbsp;
The Selling Shareholders acquired the Shares pursuant to compnesatory benefit
plans for consulting and employment services that the Selling Shareholders
provided to Eline.</font></p>
<p span align="justify"><font size="2">The sales may occur in transactions on
the NASD over-the-counter market at prevailing market prices or in negotiated
transactions.&nbsp; Eline will not receive proceeds from the sale of any of the
Shares.&nbsp; Eline is paying for the expenses incurred in registering the
Shares.</font></p>
<p span align="justify"><font size="2">The Shares are &quot;restricted securities&quot;
under the Securities Act of 1933 (the &quot;1933 Act&quot;) before their sale under this
Reoffer Prospectus.&nbsp; The Reoffer Prospectus has been prepared for the
purpose of registering the Shares under the 1933 Act to allow for future sales
by the Selling Shareholders to the public without restriction.&nbsp; To the
knowledge of the Company, the Selling Shareholders have no arrangement with any
brokerage firm for the sale of the Shares.&nbsp; The Selling Shareholders may be
de3emed to be an &quot;underwriter&quot; within the meaning of the 1933 Act.&nbsp; Any
commissions received by a broker or dealer in connection with resales of the
Shares may be deemed to be underwriting commissions or discounts under the 1933
Act.</font></p>
<p span align="justify"><font size="2">This Reoffer Prospectus does not constitute an offer to sell or the solicitation of any offer to buy any security other than the
securities covered by this Prospectus, nor does it constitute an offer or solicitation by anyone in any jurisdiction in which
such offer or solicitation is not authorized, or in which the person making such offer or solicitation is not qualified to do
so, or to any person to whom it is unlawful to make such offer or solicitation.</font></p span>
<p span><i><b>
<font size="2">Item 2. Registrant Information and Employee Plan Annual Information.</font></b></i></p span>
<p span align="justify"><font size="2">THE COMPANY HEREBY UNDERTAKES TO FURNISH WITHOUT CHARGE TO EACH SUCH PERSON TO
WHOM THIS PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST OF SUCH PERSON, A
COPY OF ANY OR ALL OF THE DOCUMENTS DESCRIBED IN ITEM 3, PART II OF THIS REGISTRATION
STATEMENT, OTHER THAN EXHIBITS TO SUCH DOCUMENTS. REQUESTS SHOULD BE ADDRESSED TO
MR. TOM GAFFNEY, CHIEF EXECUTIVE OFFICER, 2901 E. Friess Drive, Phoenix, Arizona 85032. TELEPHONE
NUMBER (602) 482-8444.</font></p span></p span><p span><font size="2">PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</font></p span><p span><i><b><font size="2">Item 3. Incorporation of Documents by Reference.</font></b></i></p span>
<p span align="justify"><font size="2">The Company has filed the following documents with the Securities and Exchange Commission: Notification of Change
of Control of Registrant, filed April 1, 2002 and a second notice filed April 23, 2002; Quarterly Report on Form 10QSB,
filed on March 22, 2002; Annual Report on Form 10KSB, filed on February 28, 2002, Quarterly Report on form 10QSB
filed July 2, 2001; Quarterly Report on Form 10QSB filed June 19, 2001; Quarterly Report on Form 10QSB filed on
March 9, 2001; Annual Report on form 10-KSB filed January 29, 2001; Notification of Reverse Split on Form 8-K filed
August 8, 2000, and amendments thereto, Notification of Change of Control of Registrant and Acquisition of ELINE
Music.com on Form 8-K filed August 24, 2000, and amendments thereto, Notification of Change of Certifying Account
on Form 8-K filed January 9, 2001; and Registration Statement on Form 10SB12G filed on April 25, 2000. The above
referenced reports, which were previously filed with the Commission are incorporated herein by reference.</font></p span>
<p span align="justify"><font size="2">All documents filed by the Company pursuant to Section 13, or 15 (d) of the Exchange Act after the date hereof and prior
to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus.
</font> </p span>
<p span><i><b><font size="2">Item 4. Description of Securities</font></b></i></p span>
<p span align="justify"><font size="2">The Company is authorized to issue 100,000,000 shares of Common Stock, $0.001 par value. The Company's stock is
currently traded on the OTCBB, under symbol ELNE. The presently outstanding shares of Common Stock are fully paid
and nonassessable. </font> </p span><p span><font size="2">COMMON STOCK&nbsp; As of April 26, 2002, approximately
5,963,667 shares of Common Stock were outstanding, including those shares being
registered in this statement.
</font> </p span> <p span><font size="2">VOTING RIGHTS. Each holder of the Common Stock shall be entitled to one vote for each share of stock standing in his
name on the books of the Corporation.</font></p span>
<p span align="justify"><font size="2">DIVIDEND RIGHTS. Dividends may be declared, subject to the provisions of the laws of the State of Nevada and the
Articles of Incorporation, by the Board of Directors at any regular or special meeting and may be paid in cash, property,
shares of corporate stock, or any other medium. The Board of Directors may fix in advance a record date, as provided in
Section 1.06 of the By-laws, prior to the dividend payment for the purposes of determining shareholders entitled to
receive payment of any dividend. The Board of Directors may close the stock transfer books for such purpose for a period
of not more than ten (10) days prior to the payment date of such dividend.</font></p span>
<p span align="justify"><font size="2">PREEMPTIVE RIGHTS. Except as may otherwise be provided by the Board of Directors, no holder of any shares of the stock
of the Corporation, shall have any preemptive right to purchase, subscribe for, or otherwise acquire any shares of stock of
the Corporation of any class now or hereafter authorized, or any securities exchangeable for or convertible into such
shares, or any warrants or other instruments evidencing rights or options to subscribe for, purchase or otherwise acquire
such shares.</font></p span> <p span><font size="2">REGISTRAR AND TRANSFER AGENT:&nbsp; The Company's registrar and transfer agent is Pacific Stock Transfer Company, 5844 S. Pecos Road #D, Las Vegas, NV
89120, 702-361-3033.</font></p span> <p span><font size="2">DISSENTERS' RIGHTS:&nbsp; Under current Nevada law, a shareholder is afforded dissenters' rights which, if properly exercised, may require the
Company to purchase his shares dissenters' rights commonly arise in extraordinary transactions such as mergers,
consolidations, reorganizations, substantial asset sales, liquidating distributions, and certain amendments to the
Company's certificate of incorporation.</font></p span>
<p span><font size="2">PREFERRED STOCK&nbsp; There are currently 5,000,000 shares authorized of Preferred stock. To date, none have been issued..</font></p span> <p span><i><b><font size="2">Item 5. Interests of Named Experts and Counsel.</font></b></i></p span>
<p span><font size="2">Christopher Dieterich, a principal of Dieterich &amp; Associates, is registering 100,000 shares which have been received in
compensation for $5,000 of legal fees due for services.</font></p span> <p span><i><b><font size="2">Item 6. Indemnification of Directors and Officers.</font></b></i></p span>
<p span align="justify"><font size="2">Pursuant to Section 78.7502 of the Nevada Revised Statutes, the Company has the power to indemnify any person made a
party to any lawsuit by reason of being a director or officer of the Company, or serving at the request of the corporation as
a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by
him in connection with such actions suit or proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.</font></p span>
<p span align="justify"><font size="2">Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or
persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is therefore unenforceable.</font></p span>
<p span><i><b><font size="2">Item 7. Exemption from Registration Claimed.</font></b></i></p span>
<p span><font size="2">The Shares were issued for adviosry and legal services
rendered.&nbsp; These issuances were made in reliance on the exemption from the
registration rquirements of the 1933 Act, contained in Section 4(2) thereof,
covering transactions not involving any public offering or not involving any
&quot;offer&quot; or &quot;sale&quot;.</font></p span> <p span><i><b><font size="2">Item 8. Exhibits.</font></b></i></p span>
<p span><font size="2">The following documents are filed as Exhibits to this Registration Statement:</font></p span>
<p span><font size="2">&nbsp; 5.1&nbsp; -- Opinion of Dieterich &amp; Associates as to the validity of the shares being registered.</font></p span>
<p span><font size="2">23.1 -- Consent of Dieterich &amp; Associates (included in Exhibit 5.1)</font></p span>
<p span><font size="2">23.2 -- Consent of Rodefer, Moss &amp; Co., PLLC</font></p span><p span><i><b><font size="2">Item 9. Undertakings.</font></b></i></p span>
<p span><font size="2">The undersigned registrant hereby undertakes:</font></p span>
<p span align="justify"><font size="2">(a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration
statement to include any material information with respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the registration statement.</font></p span>
<p span align="justify"><font size="2">(b) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof.</font></p span>
<p span align="justify"><font size="2">(c) To remove from registration by means of a post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.</font></p span>
<p span align="justify"><font size="2">The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.</font></p span>
<p span align="justify"><font size="2">Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of
such issue.</font></p span>
<p span align="justify" style="margin-top: 1; margin-bottom: 1"><font size="2">Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City of
Phoenix, Arizona, on
April 29, 2002.</font></p span>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">&nbsp;</p span>
<p span align="justify" style="margin-top: 1; margin-bottom: 1"><b><font size="2">ELINE ENTERTAINMENT GROUP, INC. (Registrant)</font></b></p span>
<p span align="justify" style="margin-top: 1; margin-bottom: 1"><font size="2">By: </font>
<p span style="text-decoration: underline; margin-top:1; margin-bottom:1" align="justify"><font size="2">/s/ Tom Gaffney</font></p span>
<p span align="justify" style="margin-top: 1; margin-bottom: 1"><font size="2">Tom Gaffney, CEO</font></p span>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">&nbsp;</p span>
<p span align="justify" style="margin-top: 1; margin-bottom: 1"><font size="2">Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following
persons in the capacities and on the date indicated.</font></p span>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">&nbsp;</p span>
<p span align="justify" style="margin-top: 1; margin-bottom: 1"><font size="2">
/s/ Tom Gaffney</font></p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1"><font size="2">
Tom Gaffney, CEO/Director</font></p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">&nbsp;</p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1"><font size="2">
/s/ Curtis Hawk</font></p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1"><font size="2">
Curtis Hawk, President/Director</font></p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">&lt;Page&gt;</p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1"><font size="2">Exhibit 5.1</font></p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">&nbsp;&nbsp;&nbsp;
<font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<b>&nbsp; DIETERICH &amp; ASSOCIATES LETTERHEAD</b></font></p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">&nbsp;</p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1"><font size="2">
April 29, 2002</font></p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">&nbsp;</p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1"><font size="2">
Securities and Exchange Commission</font></p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1"><font size="2">
450 Fifth Street, N.W.</font></p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1"><font size="2">
Judiciary Plaza</font></p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1"><font size="2">
Washington, DC 20549</font></p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">&nbsp;</p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1"><font size="2">&nbsp;&nbsp;&nbsp;
Re:&nbsp; Eline Entertainment Group, Inc.</font></p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">&nbsp;</p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1"><font size="2">
Ladies and Gentlemen:</font></p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">&nbsp;</p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1"><font size="2">&nbsp;&nbsp;&nbsp;
This office represents Eline Entertainment Group, Inc., a Nevada corporation
(the &quot;Registrant&quot;) in connection with the Registrant's Registration Statement on
Form S-8 under the Securities Act of 1933 (the &quot;Registration Statement&quot;), which
relates to the sale of 1,480,000 shares of the Registrant's Common Stock issued
to certain individuals for employment and consulting services (the &quot;Shares&quot;).</font></p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">&nbsp;</p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1"><font size="2">&nbsp;&nbsp;&nbsp;
In connection with our representation, we have examined such documents and
undertaken such further inquiry as we consider necessary for rendering the
opinion hereinafter set forth.</font></p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">&nbsp;</p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1"><font size="2">&nbsp;&nbsp;&nbsp;
Based upon the foregoing, it is our opinion that the Registered Securities, when
sold as set forth in the Registration Statement, will be legally issued, fully
paid and non-assessable.</font></p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">&nbsp;</p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1"><font size="2">&nbsp;&nbsp;&nbsp;
We hereby consent to the inclusion of this opinion in the Registration Statement
and to the filing of this opinion as Exhibit 5.1 to the Registration Statement
and with such state regulatory agencies in such states as may require such
filing in connection with the registration of the Registered Securiteis for
offer and sale in such states.</font></p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">&nbsp;</p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1"><font size="2">
Very truly yours,</font></p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">&nbsp;</p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1"><font size="2">
/s/ Christopher Dieterich</font></p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1"><font size="2">
Dieterich &amp; Associates</font></p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">&nbsp;</p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">&lt;Page&gt;<font size="2">Exhibit
23.1</font></p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">&nbsp;</p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">&nbsp;
<font size="2">&nbsp; Included within Exhibit 5.1 (Opinion of Counsel)</font></p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">&nbsp;</p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">&lt;Page&gt;<font size="2">Exhibit
23.2</font></p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">&nbsp;</p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1"><b>
<font size="2">CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS</font></b></p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">&nbsp;</p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1"><font size="2">&nbsp;&nbsp;&nbsp;
We have issued our report dated February 22, 2002 accompanying the
financial statements of Eline Entertainment Group, Inc.,
appearing in the Annual Report on Form 10-KSB, for the year ended October 31,
2001, which is incorporated by reference in this Registration Statement.&nbsp;
We consent to the incorporation by reference in the Registration Statement of
the aforementioned report.</font></p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">&nbsp;</p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1"><font size="2">
/s/ Rodefer, Moss &amp; Co., PLLC</font></p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1"><font size="2">
Knoxville, Tennessee</font></p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1"><font size="2">
April 30, 2002</font></p>
</body>

</html>
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{"company-data": {"conformed-name": "ELINE ENTERTAINMENT GROUP INC", "cik": "0001043150", "assigned-sic": "7374", "irs-number": "880429856", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-87324", "film-number": "02629364"}, "business-address": {"street1": "14919 LEBANON RD", "city": "OLD HICKORY", "state": "TN", "zip": "37138", "phone": "6046842933"}, "mail-address": {"street1": "ELINE ENTERTAINMENT GROUP, INC.", "street2": "14919 LEBANON RD.", "city": "OLD HICKORY", "state": "TN", "zip": "37138"}, "former-company": [{"former-conformed-name": "ELINE MUSIC COM INC", "date-changed": "20010215"}, {"former-conformed-name": "RAPID RETRIEVAL SYSTEMS INC", "date-changed": "19990423"}]}
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ELINE ENTERTAINMENT GROUP, INC.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
88-0429856
(I.R.S. Employer Identification No.)
14 North Sixth Street, Suite 300
Stroudsburg, Pennsylvania 18370
(Address of Principal Executive Offices, and Zip Code)
CONSULTING AGREEMENTS
(Full title of plan)
The Corporation Trust Company of Nevada
6100 Neil Rd., Suite 500
Reno, NV 89511
(Name and address of agent for service)
(570) 517-0400
(Telephone number, including area code of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Securities to
be Registered
Amount to be
registered
Proposed Maximum
Offering Price Per
Share
Proposed Maximum
Aggregate Offering
Price
Amount of
Registration Fee
Common
1,710,000
$0.05(1)
$85,500
$7.87
(1) Estimated solely for the purpose of
calculating the registration fee pursuant to Rule 457 under the Securities Act
of 1933
PART I. INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Item 1. Plan Information
This Prospectus is part of a Registration Statement which registers an aggregate 1,480,000 shares of common stock, $.001
par value, of ELine Entertainment Group, Inc. (the "Company") which have been issued as set forth herein to the following
named persons:
NAME
NUMBER OF SHARES
Tom Quinn
230,000
Mark Matsock
230,000
Derrick Manteau
230,000
Josh Ader
230,000
Jason Cooper
230,000
Chirstopher Dieterich
100,000
Josh Ward
230,000
James Morse
230,000
On April 23, 2002, a series of Consulting Agreements
for services were entered into with Tom Quinn (financial), Mark Matsock
(internal operations), Derrick
Manteau (business development), Josh Ader (general), Jim Morse (financial), Josh
Ward (Web Site construction); Jason Cooper
(financial and general) and Christopher Dieterich (legal), with the
contracts collectively identified as the "Consulting Agreements".   The Company has been advised by the Consultants
that they may sell all or a portion of their shares of common stock from time to time through securities brokers/dealers
only at current market prices and that no commissions or compensation will be paid in connection therewith in excess of
customary brokers commissions. Advisors and the brokers and dealers through whom sales of the shares are made may be
deemed to be "underwriters" within the meaning of the Securities Act of 1933, as amended, (the "Securities Act"), and
any profits realized by them on the sale of the shares may be considered to be underwriting compensation.
No other person is authorized to give any information or make any representation not contained or incorporated by
reference in this Prospectus, in connection with the offer contained in this Prospectus, and, if given or made, such other
information or representation must not be relied upon as having been authorized by the Company. Neither the delivery of
this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof.
The shares of common stock offered hereby
(the "Shares") will be sold from time to time by the individuals listed under
the Selling Shareholders section of this document (the "Selling Shareholders"). 
The Selling Shareholders acquired the Shares pursuant to compnesatory benefit
plans for consulting and employment services that the Selling Shareholders
provided to Eline.
The sales may occur in transactions on
the NASD over-the-counter market at prevailing market prices or in negotiated
transactions.  Eline will not receive proceeds from the sale of any of the
Shares.  Eline is paying for the expenses incurred in registering the
Shares.
The Shares are "restricted securities"
under the Securities Act of 1933 (the "1933 Act") before their sale under this
Reoffer Prospectus.  The Reoffer Prospectus has been prepared for the
purpose of registering the Shares under the 1933 Act to allow for future sales
by the Selling Shareholders to the public without restriction.  To the
knowledge of the Company, the Selling Shareholders have no arrangement with any
brokerage firm for the sale of the Shares.  The Selling Shareholders may be
de3emed to be an "underwriter" within the meaning of the 1933 Act.  Any
commissions received by a broker or dealer in connection with resales of the
Shares may be deemed to be underwriting commissions or discounts under the 1933
Act.
This Reoffer Prospectus does not constitute an offer to sell or the solicitation of any offer to buy any security other than the
securities covered by this Prospectus, nor does it constitute an offer or solicitation by anyone in any jurisdiction in which
such offer or solicitation is not authorized, or in which the person making such offer or solicitation is not qualified to do
so, or to any person to whom it is unlawful to make such offer or solicitation.
Item 2. Registrant Information and Employee Plan Annual Information.
THE COMPANY HEREBY UNDERTAKES TO FURNISH WITHOUT CHARGE TO EACH SUCH PERSON TO
WHOM THIS PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST OF SUCH PERSON, A
COPY OF ANY OR ALL OF THE DOCUMENTS DESCRIBED IN ITEM 3, PART II OF THIS REGISTRATION
STATEMENT, OTHER THAN EXHIBITS TO SUCH DOCUMENTS. REQUESTS SHOULD BE ADDRESSED TO
MR. TOM GAFFNEY, CHIEF EXECUTIVE OFFICER, 2901 E. Friess Drive, Phoenix, Arizona 85032. TELEPHONE
NUMBER (602) 482-8444.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Company has filed the following documents with the Securities and Exchange Commission: Notification of Change
of Control of Registrant, filed April 1, 2002 and a second notice filed April 23, 2002; Quarterly Report on Form 10QSB,
filed on March 22, 2002; Annual Report on Form 10KSB, filed on February 28, 2002, Quarterly Report on form 10QSB
filed July 2, 2001; Quarterly Report on Form 10QSB filed June 19, 2001; Quarterly Report on Form 10QSB filed on
March 9, 2001; Annual Report on form 10-KSB filed January 29, 2001; Notification of Reverse Split on Form 8-K filed
August 8, 2000, and amendments thereto, Notification of Change of Control of Registrant and Acquisition of ELINE
Music.com on Form 8-K filed August 24, 2000, and amendments thereto, Notification of Change of Certifying Account
on Form 8-K filed January 9, 2001; and Registration Statement on Form 10SB12G filed on April 25, 2000. The above
referenced reports, which were previously filed with the Commission are incorporated herein by reference.
All documents filed by the Company pursuant to Section 13, or 15 (d) of the Exchange Act after the date hereof and prior
to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus.
Item 4. Description of Securities
The Company is authorized to issue 100,000,000 shares of Common Stock, $0.001 par value. The Company's stock is
currently traded on the OTCBB, under symbol ELNE. The presently outstanding shares of Common Stock are fully paid
and nonassessable.
COMMON STOCK  As of April 26, 2002, approximately
5,963,667 shares of Common Stock were outstanding, including those shares being
registered in this statement.
VOTING RIGHTS. Each holder of the Common Stock shall be entitled to one vote for each share of stock standing in his
name on the books of the Corporation.
DIVIDEND RIGHTS. Dividends may be declared, subject to the provisions of the laws of the State of Nevada and the
Articles of Incorporation, by the Board of Directors at any regular or special meeting and may be paid in cash, property,
shares of corporate stock, or any other medium. The Board of Directors may fix in advance a record date, as provided in
Section 1.06 of the By-laws, prior to the dividend payment for the purposes of determining shareholders entitled to
receive payment of any dividend. The Board of Directors may close the stock transfer books for such purpose for a period
of not more than ten (10) days prior to the payment date of such dividend.
PREEMPTIVE RIGHTS. Except as may otherwise be provided by the Board of Directors, no holder of any shares of the stock
of the Corporation, shall have any preemptive right to purchase, subscribe for, or otherwise acquire any shares of stock of
the Corporation of any class now or hereafter authorized, or any securities exchangeable for or convertible into such
shares, or any warrants or other instruments evidencing rights or options to subscribe for, purchase or otherwise acquire
such shares.
REGISTRAR AND TRANSFER AGENT:  The Company's registrar and transfer agent is Pacific Stock Transfer Company, 5844 S. Pecos Road #D, Las Vegas, NV
89120, 702-361-3033.
DISSENTERS' RIGHTS:  Under current Nevada law, a shareholder is afforded dissenters' rights which, if properly exercised, may require the
Company to purchase his shares dissenters' rights commonly arise in extraordinary transactions such as mergers,
consolidations, reorganizations, substantial asset sales, liquidating distributions, and certain amendments to the
Company's certificate of incorporation.
PREFERRED STOCK  There are currently 5,000,000 shares authorized of Preferred stock. To date, none have been issued..
Item 5. Interests of Named Experts and Counsel.
Christopher Dieterich, a principal of Dieterich & Associates, is registering 100,000 shares which have been received in
compensation for $5,000 of legal fees due for services.
Item 6. Indemnification of Directors and Officers.
Pursuant to Section 78.7502 of the Nevada Revised Statutes, the Company has the power to indemnify any person made a
party to any lawsuit by reason of being a director or officer of the Company, or serving at the request of the corporation as
a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by
him in connection with such actions suit or proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or
persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
The Shares were issued for adviosry and legal services
rendered.  These issuances were made in reliance on the exemption from the
registration rquirements of the 1933 Act, contained in Section 4(2) thereof,
covering transactions not involving any public offering or not involving any
"offer" or "sale".
Item 8. Exhibits.
The following documents are filed as Exhibits to this Registration Statement:
5.1  -- Opinion of Dieterich & Associates as to the validity of the shares being registered.
23.1 -- Consent of Dieterich & Associates (included in Exhibit 5.1)
23.2 -- Consent of Rodefer, Moss & Co., PLLC
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration
statement to include any material information with respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the registration statement.
(b) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of
such issue.
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City of
Phoenix, Arizona, on
April 29, 2002.
ELINE ENTERTAINMENT GROUP, INC. (Registrant)
By:
/s/ Tom Gaffney
Tom Gaffney, CEO
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following
persons in the capacities and on the date indicated.
/s/ Tom Gaffney
Tom Gaffney, CEO/Director
/s/ Curtis Hawk
Curtis Hawk, President/Director
<Page>
Exhibit 5.1
DIETERICH & ASSOCIATES LETTERHEAD
April 29, 2002
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549
Re:  Eline Entertainment Group, Inc.
Ladies and Gentlemen:
This office represents Eline Entertainment Group, Inc., a Nevada corporation
(the "Registrant") in connection with the Registrant's Registration Statement on
Form S-8 under the Securities Act of 1933 (the "Registration Statement"), which
relates to the sale of 1,480,000 shares of the Registrant's Common Stock issued
to certain individuals for employment and consulting services (the "Shares").
In connection with our representation, we have examined such documents and
undertaken such further inquiry as we consider necessary for rendering the
opinion hereinafter set forth.
Based upon the foregoing, it is our opinion that the Registered Securities, when
sold as set forth in the Registration Statement, will be legally issued, fully
paid and non-assessable.
We hereby consent to the inclusion of this opinion in the Registration Statement
and to the filing of this opinion as Exhibit 5.1 to the Registration Statement
and with such state regulatory agencies in such states as may require such
filing in connection with the registration of the Registered Securiteis for
offer and sale in such states.
Very truly yours,
/s/ Christopher Dieterich
Dieterich & Associates
<Page>
Exhibit
23.1
Included within Exhibit 5.1 (Opinion of Counsel)
<Page>
Exhibit
23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated February 22, 2002 accompanying the
financial statements of Eline Entertainment Group, Inc.,
appearing in the Annual Report on Form 10-KSB, for the year ended October 31,
2001, which is incorporated by reference in this Registration Statement. 
We consent to the incorporation by reference in the Registration Statement of
the aforementioned report.
/s/ Rodefer, Moss & Co., PLLC
Knoxville, Tennessee
April 30, 2002