UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

(Mark One)

FORM 10-K

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

For the fiscal year ended December 31, ~~2017~~2018

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

For the transition period from __________ to __________

Commission File No. 333-177786

REBEL GROUP, INC.

(Exact Name of Registrant as Specified in its Charter)

Florida		45-3360079
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

7500A Beach Road, Unit 12-313, The Plaza Singapore 199591		+6562941531
(Address of Principal Executive Offices and Zip Code)		(Registrant’s Telephone Number, Including Area Code)

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

Securities registered pursuant to Section 12(g) of the Securities Exchange Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☒ ☐ No ☐☒

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

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not 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-K or any amendment to this Form 10-K. ☐

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

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐☒ ~~(Do not check if a smaller reporting company)~~ Smaller reporting company ☒ Emerging growth company ☒

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

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

~~The~~As of June 30, 2019, the registrant’s most recently completed second fiscal quarter, the aggregate market value of the ~~voting~~ common ~~equity~~stock held by non-affiliates of the registrant was approximately $111,026,372, based upon the closing price atof ~~which~~the ~~Common~~registrant’s ~~Stock~~common ~~was~~stock ~~last~~as ~~sold~~reported ason ofthe ~~June~~OTC ~~30,~~Pink Market ~~2017~~on such date. Because there is no active trading market for the Company’s common stock, the ~~last~~Company ~~business~~does not believe ~~day~~that the quoted price of ~~the~~its ~~registrant’s~~common ~~most~~stock ~~recently~~is ~~completed~~indicative ~~second~~of ~~fiscal~~the ~~quarter,~~actual ~~$2.25,~~value ~~was~~of ~~approximately~~such ~~$26,958,483~~stock.

As of ~~April~~September 163, ~~2018~~2019, the number of ~~shares~~ shares of the registrant’s common stock outstanding was 4552,~~653~~313,~~868~~151.

FORM 10-K

FOR THE FISCAL YEAR ENDED DECEMBER 31, ~~2017~~ 2018

TABLE OF CONTENTS

PART I
Item 1.	Business	1
Item 1A.	Risk Factors	1710
Item 1B.	Unresolved Staff Comments	2510
Item 2.	Properties	2510
Item 3.	Legal Proceedings	2510
Item 4.	Mine Safety Disclosure	2510
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2611
Item 6.	Selected Financial Data	3013
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3113
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	3416
Item 8.	Financial Statements and Supplementary Data	3416
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	3516
Item 9A.	Controls and Procedures	3617
Item 9B.	Other Information	3818
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	3819
Item 11.	Executive Compensation	4122
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	4224
Item 13.	Certain Relationships and Related Transactions, and Director Independence	4325
Item 14.	Principal Accountant Fees and Services	4425
PART IV
Item 15.	Exhibits and Financial Statement Schedule	26
SIGNATURES		48
Item 16.	Form 10-K Summary	27

~~CAUTIONARY NOTE REGARDING~~ FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements. These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. These risks and uncertainties include the following:

	●	The availability and adequacy of our cash flow to meet our requirements;
	●	Economic, competitive, demographic, business and other conditions in our local and regional markets;
	●	Changes or developments in laws, regulations or taxes in our industry;
	●	Actions taken or omitted to be taken by third parties including our suppliers and competitors, as well as legislative, regulatory, judicial and other governmental authorities;
	●	Competition in our industry;
	●	The loss of or failure to obtain any license or permit necessary or desirable in the operation of our business;
	●	Changes in our business strategy, capital improvements or development plans;
	●	The Company’s ability to devise and implement effective internal controls and procedures such that it can timely file reports required with the SEC;
	●	The availability of additional capital to support capital improvements and development; and
	●	Other risks identified in this report and in our other filings with the Securities and Exchange Commission or the SEC.

This Annual ~~report~~Report on Form 10-K should be read completely and with the understanding that actual future results may be materially different from what we expect. The forward -looking statements included in this ~~report~~Annual Report on Form 10-K are made as of the date of this Annual ~~report~~Report on Form 10-K and should be evaluated with consideration of any changes occurring after the date of this Annual Report on Form 10-K. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Use of Defined Terms

Except as otherwise indicated by the context hereof, references in this ~~Report~~report to: “Company,” “REBL,” “we,” “us” and “our” are references to Rebel Group, Inc. All references to “USD” or United States Dollars refer to the legal currency of the United States of America.

~~● The “Company,” “we,” “us,” or “our,” are references to the combined business of (i) Rebel Group, Inc., a Florida corporation (“REBL”), (~~ii) Rebel Holdings Limited, a company incorporated under the laws of British Virgin Island and a wholly-owned subsidiary of REBL (“Rebel FC”); (iii) Pure Heart Entertainment Pte. Ltd., a company incorporated under the laws of Singapore and a wholly-owned subsidiary of Rebel FC (“Pure Heart,”); (iv) SCA Capital Limited, a company incorporated under the laws of British Virgin Island and a wholly-owned subsidiary of Rebel FC (“SCA Capital”). (v) Rebel Shanghai Limited, a company incorporated under the laws of China and a wholly-owned subsidiary of Pure Heart (“Rebel Shanghai”); (vi) Qingdao Quanyao Sports Consulting Co. Ltd, a company incorporated under the laws of China and a wholly-owned subsidiary of Rebel Shanghai (“Quanyao”); (vii) Qingdao Leibo Sports Culture Co. Ltd, a company incorporated under the laws of China and a joint venture of Qingdao Quanyao Sports Consulting Co. Ltd where Quanyao holds 50% equity interest (“Leibo”). ● “MOXC” refers to Moxian China, Inc., a corporation incorporated under the laws of the State of Nevada. ● “Moxian IP” refers to Moxian Intellectual Property Limited, a company incorporated under the laws of Samoa and a wholly-owned subsidiary of Rebel Group, Inc. immediately before the Company entered into an Equity Transfer Agreement with Moxian China, Inc., a corporation incorporated under the laws of the State of Nevada. ● “U.S. dollar,” “$“and “US$” refer to the legal currency of the United States. ● “Singapore dollar” and “SGD” refer to the legal currency of Singapore. ● “Securities Act” refers to the Securities Act of 1933, as amended. ● “Exchange Act” refers to the Securities Exchange Act of 1934, as amended.

iii

PART I

ITEM 1. BUSINESS

~~Introduction~~Overview

Rebel Group, Inc. ~~was incorporated in the state of Florida on September 13~~, ~~2011.~~through ~~Effective~~its ~~April 16~~subsidiaries, ~~2013~~organizes, ~~the~~promotes ~~Company~~and ~~changed~~hosts ~~its~~mixed ~~name~~martial ~~from~~arts (“~~First Social Networx Corp.~~MMA”) toevents ~~“Moxian~~featuring ~~Group Holdings, Inc~~MMA talents.” ~~with~~It ~~“MOXG”~~delivers asMMA ~~its~~events ~~trading~~centered ~~symbol.~~on ~~Also,~~Chinese ~~effective~~fighters ~~April 16,~~and ~~2013,~~martial ~~the~~art ~~Company~~fans. ~~increased~~With ~~the~~assistance ~~number~~from ofcontracted ~~shares that it is authorized to issue to a total of 600,000,000 shares, including~~production ~~500~~crews,~~000,000~~ ~~shares of common stock, par value $.0001 per share (~~the ~~“Common~~Company ~~Stock”)~~produces and ~~100,000,000~~distributes ~~shares~~videos of ~~preferred stock,~~its ~~par~~MMA ~~value~~events ~~$.0001~~through ~~per share. In addition, effective April 16, 2013,~~ the ~~Company~~Internet ~~effected~~and asocial ~~20-for-1~~media. ~~forward~~It ~~stock~~also ~~split of~~generates ~~its~~revenues ~~Common~~from ~~Stock, without changing~~ the ~~par~~exploitation ~~value or the number~~ of ~~authorized~~its ~~shares~~film oftelevision ~~the Common Stock (the “Forward Split”)~~rights.

~~On April 25, 2013, pursuant to a Share~~Our ~~Exchange~~operations ~~Agreement,~~focus ~~the~~on ~~Company~~three completed a reverse acquisition of Moxian BVI and its wholly-owned subsidiaries, including Moxian HK, Moxian Shenzhen and Moxian Malaysia (the “Share Exchange Transaction”). The Company acquired the operating business of Moxian BVI and its subsidiaries and the Company ceased being a shell company as such term is defined under Rule 12b-2 under the Exchange Act. After the incorporation of the business of Moxian BVI, the Company changed its business to developing a social network platform that sought to integrate social media and business into one single platform.components:

On● ~~February~~Live ~~17,~~MMA ~~2014,~~event ~~the Company incorporated a new wholly-owned subsidiary~~promotion, ~~Moxian~~which ~~Intellectual~~consists ~~Property Limited, under the laws~~ of ~~Samoa~~generating ~~(“Moxian~~revenue ~~IP”).~~from Onticket ~~February 19,~~sales ~~2014, Moxian HK~~ and ~~Moxian~~providing ~~Shenzhen~~a ~~entered~~foundation ~~into~~for ansponsorship ~~Assignment~~ and ~~Assumption~~distribution ~~Agreement~~for ~~with~~our ~~Moxian~~live ~~IP,~~MMA ~~where~~events ~~Moxian HK and Moxian Shenzhen assigned and transferred all of the intellectual property rights that they respectively owned~~ in ~~connection with the Moxian business (the “IP Rights”) to Moxian IP in consideration of $1,000,000~~China. ~~As a result, the Company then owned and controlled such IP Rights through Moxian IP.~~

On● ~~February~~MMA ~~19,~~content ~~2014~~distribution, ~~the~~which ~~shareholders then~~consists ~~holding a majority~~ of ~~the~~paid ~~outstanding~~distribution ~~shares~~ of ~~the~~original ~~Company~~content ~~approved~~on ~~and~~television, ~~authorized~~cable ~~the~~networks, ~~Company~~pay-per-view tobroadcasts, ~~enter into a License~~ and ~~Acquisition~~ ~~Agreement~~over (the ~~“License and Acquisition Agreement”) with MOXC~~Internet, ~~pursuant~~in toChina ~~which~~and ~~the~~through ~~Company~~international ~~sold~~distribution ~~100% of~~agreements. ~~the~~● ~~equity~~Sponsorships ~~interests~~and ~~of Moxian BVI together with its subsidiaries to Moxian CN Group Limited~~promotions, awhich ~~wholly-owned~~consist ~~subsidiary~~ of ~~MOXC (“Moxian~~sponsorships ~~CN Samoa”)~~ for ~~$1,000,000.~~live ~~The~~MMA ~~License~~events and ~~Acquisition~~televised ~~Agreement~~productions ~~closed~~and onrelated ~~February~~advertising ~~21, 2014. As a result, Moxian BVI, together with its subsidiaries, Moxian HK, Moxian Shenzhen,~~ and ~~Moxian~~promotional ~~Malaysia, became the subsidiaries of MOXC~~opportunities.

1The Company seeks to promote MMA in China by hosting live high-profile matches that features talented fighters from around the world. MMA is a full contact sport that permits fighters to use techniques from various martial art disciplines such as Boxing, Wrestling, Taekwondo, Karate, Brazilian Jiu-jitsu, Muay Thai, and Judo. Unlike boxing, where athletes can only strike with their fists and target areas above the belt, the fighters in MMA can use punches, kicks, elbows, knee strikes, takedowns and submissions to win a contest.

~~Under the License and Acquisition Agreement,~~Producing ~~the~~MMA ~~Company~~events ~~also~~include ~~agreed~~various ~~to grant MOXC the exclusive right to use the Company’s then held IP Rights in Mainland China, Hong Kong, Taiwan, Malaysia, and other countries and regions where the Company conduct~~ business ~~(the~~operations ~~“Licensed~~such ~~Territory”)~~ as ~~well~~securing asevent ~~the exclusive right to solicit~~venues, ~~promote,~~signing ~~distribute~~up ~~and~~fighters ~~sell Moxian products~~ and ~~services~~performers, inobtaining ~~the Licensed Territory~~sponsorships, ~~for~~producing ~~five~~event ~~years (the “License”). In exchange for such License~~videos, ~~MOXC agreed to pay to the Company: (i) $1~~marketing,~~000,000~~ ~~as a~~and ~~license~~hosting ~~maintenance~~pre-event ~~royalty~~shows ~~each~~which ~~year~~consist ~~commencing on the first anniversary~~ of ~~the~~music ~~date~~performances, offighters’ ~~the License and Acquisition Agreement~~interviews and ~~(ii)~~documentaries. 3%The ofCompany’s ~~the~~events ~~gross~~are ~~profit~~broadcast ~~resulting~~through ~~from~~top ~~distribution~~sporting ~~and~~entertainment ~~sale~~stations ofsuch ~~our products and services on behalf of the Company~~ as ~~an earned~~Guangdong ~~royalty.~~TV ~~In addition~~sports channel, ~~MOXC~~Beijing ~~had~~TV ~~the~~Sports ~~right~~Channel ~~to acquire the new IP Rights that are developed by the Company~~ and ~~sub-license such~~Qinghai ~~rights to a third party~~satellite. ~~MOXC~~We ~~was~~ also ~~under~~utilize ~~the~~major ~~obligation~~Chinese tointernet ~~develop~~platforms ~~the~~such ~~social~~as ~~media~~PP ~~market of our products and services~~Sports, ~~in the Licensed Territory~~YY.com ~~This~~and ~~agreement~~Youku ~~was~~(Alisports) ~~subsequently~~for ~~terminated~~online asstreaming ~~noted~~in ~~later~~order into ~~the~~reach ~~documents~~more audiences.

The Company ~~sought~~has tosuccessfully ~~acquire~~hosted aeight ~~new~~MMA ~~business in~~events. ~~the~~The ~~technology~~most ~~area~~recent ~~and~~MMA asevent awas ~~result,~~held onin ~~July~~May 232018, ~~2014,~~with ~~the Company changed~~ its ~~name~~total ~~from~~online ~~“Moxian Group Holdings, Inc.”~~digital toviewership ~~“Inception~~exceeding ~~Technology~~eight ~~Group,~~million ~~Inc.”~~and ~~Also,~~total ~~effective~~broadcast ~~July~~TV ~~23,~~viewership ~~2014,~~reaching ~~the~~approximately ~~Company~~five ~~effected~~million aaccording ~~1-for-5~~to ~~reverse~~CSM ~~split of~~Media ~~its issued and outstanding Common Stock. However~~Research, ~~no acquisition of~~ a ~~technology~~China-based ~~business~~media ~~was~~ratings ~~closed~~research ~~or consummated~~company.

~~On December 5, 2014, the Company amended~~Our the Articles of Incorporation to change its corporate name from “Inception Technology Group, Inc.” to “Rebel Group, Inc.” and effectuated a 1-for-20 reverse stock split of its Common Stock, without changing the par value or the number of authorized shares of the Common Stock (the “Reverse Split”).Events

The ~~business plan of the~~ Company ~~was~~hosts ~~originally to~~live ~~utilize~~events ain ~~social~~which ~~network~~highly ~~platform~~skilled ~~that~~fighters ~~integrated~~from ~~social~~different ~~media~~martial ~~and~~arts ~~business~~backgrounds ~~into~~compete ~~one~~at ~~single~~different ~~platform to promote businesses of~~weight ~~merchants~~classes. ~~and~~We ~~assist~~introduce ~~the~~fighters’ ~~targeted~~background ~~clients~~information ~~to find consumers online~~ and ~~bring~~training ~~them~~stories into ~~real-world stores. Immediately after~~ the ~~completion~~ broadcasting of the Share Exchange Transaction and the Equity Transfer Transaction, as such terms are defined below, the Company discontinued its social media business and changed its business to producing dynamic Mixed Martial Arts (“MMA”) fighting ~~events~~ ~~and promoting MMA fighting in China and Singapore~~events.

~~Rebel~~The Company ~~Holdings~~selects ~~Limited~~fighters ~~(Rebel~~with ~~FC),~~track records of distinguished careers. After a careful selection process assessing each fighters’ ~~which~~amateur ~~utilizes~~and ~~the~~professional ~~trade~~records, ~~name~~age, ofexperience ~~Rebel~~and ~~Fighting~~fame, ~~Championship~~we market our MMA events through social media such as Facebook, ~~was~~Twitter, Chinese ~~incorporated~~Weibo onand ~~October~~WeChat, 28TV channels such as Guangdong TV sports channel, ~~2014~~Beijing inTV ~~the~~Sports ~~British~~Channel ~~Virgin~~and Qinghai Satellite TV, ~~Islands~~as well as video and ~~engages~~interviews incovered ~~the~~by ~~business~~major ofChinese ~~hosting~~media ~~and~~outlets ~~promoting~~such ~~MMA~~as ~~events~~Guangzhou TV news channel, Guangzhou Daily and Pudong TV.

~~Pure~~We ~~Heart~~held ~~was~~two ~~incorporated~~MMA ~~under~~events ~~the~~in ~~laws~~2018. The first ofevent ~~Singapore~~in 2018 was held on ~~August~~April 2429, ~~2000~~2018 ~~under~~at ~~the~~Kerry ~~name~~Hotel ~~“Soo~~in ~~Kee~~Shanghai. ~~Coffeeshop~~The ~~Pte.~~event ~~Ltd.”~~was ~~Effective~~broadcast ~~November~~live 27by major Chinese TV channels such as Guangdong Sports TV, ~~2002~~Tianjin Sports TV, itFujian ~~changed its~~TV, ~~name~~Beijing toTV ~~“Asia~~Sports ~~Pacific~~and ~~Export~~Shenzhen ~~International~~TV ~~Pte~~and ~~Ltd~~major digital platforms such as Weibo and Youku.” ItThe ~~later~~viewership ~~changed~~for ~~its~~the ~~name~~first event were 4.06 million from ~~“Asia~~television ~~Pacific~~and ~~Export International~~8.33 ~~Pte~~million ~~Ltd~~from digital platforms.” The tosecond ~~“Pure~~event ~~Heart~~took ~~Entertainment~~place ~~Pte~~at ~~Ltd.”~~Tianhe Stadium in Guangzhou on ~~June~~May 730, ~~2013~~2018. AsThe ofevent ~~October~~was ~~30,~~broadcast ~~2014,~~live itby ~~became~~major Chinese TV channels asuch ~~wholly~~as ~~owned~~Guangdong ~~subsidiary~~Sports ofTV, ~~Rebel~~Tianjin ~~FC.~~Sports, ~~Pure~~Qinghai ~~Heart~~Satellite isTV anand ~~operating~~major ~~subsidiary~~digital ofplatforms ~~Rebel~~such FCas Youku, PP Sports and isYY.com. The ~~dedicated~~viewership tofor ~~hosting~~the second event were 4.99 million from television and ~~promoting MMA~~8.15 ~~events~~million from digital platforms.

~~SCA Capital Limited, a British Virgin Islands~~Corporate ~~company,~~History ~~was incorporated on January 7, 2011~~ and ~~holds~~Background ~~the intellectual property rights relating to the Rebel FC business. On October 28, 2014, SCA Capital became a wholly-owned subsidiary of Rebel FC.~~

2Rebel Group, Inc. was incorporated in the State of Florida on September 13, 2011. Effective April 16, 2013, the Company changed its name from “First Social Networx Corp.” to “Moxian Group Holdings, Inc.” with “MOXG” as its trading symbol. Also, effective April 16, 2013, the Company increased the number of shares that it is authorized to issue to a total of 600,000,000 shares, including 500,000,000 shares of common stock, par value $.0001 per share (the “Common Stock”) and 100,000,000 shares of preferred stock, par value $.0001 per share. In addition, effective April 16, 2013, the Company effected a 20-for-1 forward stock split of its Common Stock, without changing the par value or the number of authorized shares of the Common Stock (the “Forward Split”).

~~Share Exchange Transaction~~1

On April ~~January 30~~25, ~~2015~~2013, ~~REBL,~~pursuant ~~Rebel~~to ~~FC and the~~a ~~sole~~share ~~stockholder~~exchange ofagreement, ~~Rebel~~the ~~FC who~~Company ~~owned~~completed ~~100%~~a ~~of Rebel~~reverse FCacquisition ~~(the~~of ~~“Rebel~~Moxian FCGroup ~~Stockholder~~Limited (“Moxian BVI”) ~~entered into~~ and ~~consummated~~ ~~transactions~~its ~~pursuant~~wholly-owned tosubsidiaries, aincluding ~~Share~~Moxian ~~Exchange~~(Hong ~~Agreement~~Kong) ~~(the~~Limited (“~~Share~~Moxian ~~Exchange Agreement,~~HK”), ~~such~~Moxian ~~transaction referred~~Technologies to(Shenzhen) asCo., ~~the~~Ltd. (“~~Share~~Moxian ~~Exchange Transaction~~Shenzhen”), ~~whereby~~and ~~the~~Moxian ~~Company~~Malaysia ~~issued~~SDN toBHD ~~the~~(“Moxian ~~Rebel~~Malaysia”) FC(the ~~Stockholder 20,700,000 shares of~~“Share ~~its~~Exchange ~~Common Stock, par value $~~Transaction”).~~0001~~ ~~per~~The ~~share,~~Company inacquired ~~exchange~~the ~~for~~operating ~~100%~~business of ~~the~~Moxian ~~equity~~BVI ~~interests~~and ~~of Rebel~~its ~~FC held~~subsidiaries byand the ~~Rebel~~Company ceased FCbeing ~~Stockholder.~~a ~~The~~shell ~~shares~~company ofas ~~our~~such ~~Common~~term ~~Stock~~is ~~received~~defined byunder ~~the~~Rule ~~Rebel~~12b-2 FCunder ~~Stockholder in~~ the ~~Share~~ Exchange ~~Transaction~~Act. ~~then~~After ~~constituted approximately~~the ~~90%~~incorporation of ~~our~~the ~~issued~~business of ~~and~~Moxian ~~outstanding~~BVI, ~~Common~~the ~~Stock.~~Company Aschanged aits ~~result~~business ofto ~~the~~developing ~~Share~~a ~~Exchange~~social ~~Transaction, Rebel~~network ~~FC,~~platform ~~together with~~that ~~its~~sought ~~subsidiaries,~~to ~~Pure~~integrate ~~Heart~~social media and ~~SCA~~business ~~Capital,~~into ~~became REBL’s~~one ~~wholly-owned~~single ~~subsidiaries~~platform.

~~The Share Exchange Agreement contained~~On ~~representations~~February ~~and~~17, ~~warranties by us~~2014, ~~Rebel~~ ~~FC and~~ the ~~Rebel~~Company FCincorporated ~~Stockholder~~a ~~which~~new ~~are~~wholly-owned ~~customary~~subsidiary, ~~for~~Moxian ~~transactions~~Intellectual ofProperty ~~this type such as~~Limited, ~~with~~under ~~respect to~~ the ~~Company:~~laws of ~~organization,~~Samoa ~~good~~(“Moxian ~~standing~~IP”). ~~and~~On ~~qualification~~February to19, do2014, ~~business;~~Moxian ~~capitalization;~~HK ~~subsidiaries; authorization~~ and ~~validity~~Moxian ofShenzhen ~~the~~entered ~~transaction~~into ~~and~~an ~~transaction~~assignment ~~documents;~~and ~~consents~~assumption agreement ~~being~~with ~~obtained~~Moxian orIP, ~~not~~where ~~required~~Moxian toHK ~~consummate the~~and ~~transaction;~~Moxian noShenzhen ~~conflict~~assigned orand ~~violation~~transferred ofall ~~Articles~~ of ~~Incorporation;~~the ~~with~~intellectual ~~respect~~property torights that ~~Rebel~~they ~~FC:~~respectively ~~authorization;~~owned ~~capitalization; and~~in ~~title~~connection ~~to Rebel~~with ~~FC’s ordinary~~the ~~shares~~Moxian ~~being~~business ~~exchanged,~~(the ~~and~~“IP ~~with~~Rights”) ~~respect~~ to ~~Rebel~~Moxian FCIP ~~Stockholder:~~in ~~authorization;~~consideration ~~no conflict or violation~~ of ~~law;~~$1,000,000. ~~investment~~As ~~purpose;~~a ~~reliance~~result, ~~on exemption on~~ the Company’s ~~Common~~then ~~Stock~~owned ~~to be exchanged;~~ and ~~transfer~~controlled orsuch ~~resale~~IP ~~pursuant~~Rights tothrough ~~the~~Moxian ~~Securities Act~~IP.

~~Our~~On February ~~acquisition~~19, 2014, the shareholders then holding a majority of ~~Rebel~~the FCoutstanding shares of the Company approved and ~~its~~authorized ~~subsidiaries~~the ~~pursuant~~Company to enter into a License and Acquisition Agreement (the ~~Share~~“License ~~Exchange~~and Acquisition Agreement”) ~~was~~with ~~accounted~~MOXC, ~~for~~pursuant to aswhich athe ~~reverse~~Company ~~merger~~sold ~~and~~100% ~~recapitalization~~of ~~effected~~the byequity interests of Moxian BVI together with its subsidiaries to Moxian CN Group Limited, a ~~share~~wholly-owned ~~exchange~~subsidiary of MOXC (“Moxian CN Samoa”) for $1,000,000. The License and Acquisition Agreement closed ~~Rebel~~on FCFebruary ~~was~~21, ~~considered~~2014. ~~the~~As ~~acquirer~~a ~~for~~result, ~~accounting~~Moxian BVI, together with its subsidiaries, Moxian HK, Moxian Shenzhen, and ~~financial~~Moxian ~~reporting~~Malaysia, became ~~purposes~~the subsidiaries of MOXC.

Under the License and Acquisition Agreement, the Company also agreed to grant MOXC the exclusive right to use the Company’s then held IP Rights in Mainland China, Hong Kong, Taiwan, Malaysia, and other countries and regions where the Company conduct business (the “Licensed Territory”) as well as the exclusive right to solicit, promote, distribute and sell Moxian products and services in the Licensed Territory for five years (the “License”). In exchange for such license, MOXC agreed to pay to the Company: (i) $1,000,000 as a license maintenance royalty each year commencing on the first anniversary of the date of the License and Acquisition Agreement and (ii) 3% of the gross profit resulting from distribution and sale of our products and services on behalf of the Company as an earned royalty. In addition, MOXC had the right to acquire the new IP Rights that are developed by the Company and sub-license such rights to a third party. MOXC was also under the obligation to develop the social media market of our products and services in the Licensed Territory. Immediately prior to the execution of the Equity Transfer Agreement, ~~Transaction~~the Moxian BVI Transfer Price was not paid and no license maintenance royalty or earned royalty under the License and Acquisition Agreement had accrued.

~~The~~Therefore, under ~~Transaction~~the Equity Transfer Agreement, discussed below, the Company and MOXC agreed to terminate the License and Acquisition Agreement so that the liabilities of MOXC and the rights of the Company thereunder, other than the Moxian BVI Transfer Price, were terminated.

~~Simultaneously~~The Company ~~with~~sought ~~the~~to ~~consummation~~acquire ~~of the~~a ~~Share~~new ~~Exchange~~business ~~Transaction,~~in the ~~Company~~technology ~~entered~~area ~~into~~and anas ~~Equity~~a ~~Transfer~~result, ~~Agreement~~on ~~(the~~July ~~“Equity Transfer Agreement~~23,~~” such~~ ~~transaction~~2014, the ~~“Equity~~Company ~~Transfer~~changed ~~Transaction”)~~its ~~with~~name from ~~MOXC,~~“Moxian toGroup ~~sell~~Holdings, ~~transfer,~~Inc.” ~~and~~to ~~convey~~“Inception 50Technology Group,~~000~~ ~~ordinary~~Inc.” ~~shares of Moxian IP~~Also, ~~constituting~~effective ~~100%~~July ~~equity interests of Moxian IP for $6~~23,~~782,000~~ (2014, the ~~“Moxian~~Company IPeffected ~~Transfer~~a ~~Price”). The Moxian IP Transfer Price~~ 1-for-5 ~~Moxian~~reverse IPsplit isof ~~based~~its onissued anand ~~appraisal~~outstanding ~~report,~~Common ~~dated~~Stock. ~~November 15~~However, ~~2014,~~no ~~prepared~~acquisition byof ~~Grant~~a ~~Sherman Appraisal~~technology ~~Limited,~~business anwas ~~independent~~closed ~~appraiser~~or consummated.

3On December 5, 2014, the Company amended its Articles of Incorporation to change its corporate name from “Inception Technology Group, Inc.” to “Rebel Group, Inc.” and effectuated a 1-for-20 reverse stock split of its Common Stock, without changing the par value or the number of authorized shares of the Common Stock (the “Reverse Split”). The business plan of the Company was originally to utilize a social network platform that integrated social media and business into one single platform to promote businesses of merchants and assist the targeted clients to find consumers online and bring them into real-world stores.

~~Termination of the License and Acquisition Agreement~~2

AsOn January ~~set~~30, ~~forth above~~2015, onthe ~~February~~Board ~~19,~~of ~~2014,~~ Directors of the Company approved and ~~MOXC~~submitted ~~entered~~for ~~into~~approval of the Company’s shareholders with a ~~License~~majority ~~and~~of ~~Acquisition~~voting ~~Agreement~~rights, ~~where~~a Plan of Disposition (“Plan of Disposition”). Under the Plan of Disposition, the Company ~~granted~~proposed to ~~MOXC~~distribute the ~~exclusive~~proceeds ~~right~~resulting ~~to use~~from the ~~intellectual~~Equity ~~property~~Transfer ~~rights~~Transaction ~~owned~~and bySale of Moxian IPBVI, ~~and~~within inone year ~~consideration~~from the date of ~~such~~the ~~license,~~Equity ~~MOXC~~Transfer ~~agreed~~Transaction, to ~~pay~~the ~~(i)~~shareholders $1as of January 29,~~000~~ 2015,~~000~~ on a pro-rata basis except asfor ~~license~~Rebel ~~maintenance~~FC ~~royalty~~Stockholder, ~~each~~who ~~year~~agreed ~~commencing~~to onwaive such proceeds. On January 30, 2015, the ~~first~~Company’s ~~anniversary~~shareholders with a majority of voting rights approved the ~~date~~Plan of Disposition. No additional vote of the ~~License~~Company’s ~~Agreement;~~shareholders ~~and~~was ~~(ii)~~required 3%or sought ofin connection with the ~~gross~~Plan ~~profits~~of ~~resulting~~Disposition, ~~from~~and the ~~distribution~~Company’s ~~and~~record ~~sale~~shareholders ofhad no appraisal rights in connection with the ~~products~~proposed ~~and~~transactions ~~services~~under onthe ~~behalf~~Plan of ~~the~~Disposition. ~~Company~~The asPlan anof ~~earned royalty.~~Disposition ~~Pursuant~~was tonot ~~the~~completed ~~License~~within ~~and~~the ~~Acquisition~~planned ~~Agreement~~one year period, ~~the~~and ~~Company~~was ~~also~~delayed ~~agreed~~due to ~~sell,~~MOXC’s ~~assign,~~then ~~transfer,~~proposed ~~convey~~underwritten offering and ~~deliver all~~exchange oflisting. ~~the~~On ~~equity~~May ~~interests~~24, of2016, ~~Moxian~~due to ~~Group~~the ~~Limited~~MOXC Reverse Stock Split, aeffective ~~corporation~~on ~~incorporated~~June ~~under~~20, 2016, the ~~laws~~Company’s ofshares ~~British~~in ~~Virgin~~MOXC ~~Islands~~were toreduced ~~Moxian~~from 7,782,000 shares CNto ~~SAMOA~~3,891,000 shares. The Company is in the process of preparing and approving a ~~wholly-owned~~revised ~~subsidiary~~Plan of ~~MOXC~~Disposition, ~~for~~which takes into account that the ~~consideration~~Company ofcurrently $1holds 3,~~000~~891,000 ~~(such~~shares ~~transaction,~~of ~~the~~MOXC ~~“Sale~~which ofare ~~Moxian~~currently ~~BVI~~valued at $11,” 634,090 and pursuant to which the ~~purchase~~Company ~~price~~plans to distribute, ~~the~~as ~~“Moxian~~a ~~BVI~~dividend, ~~Transfer~~the ~~Price”).~~3,891,000 ~~Immediately~~MOXC ~~prior~~shares to the ~~execution~~Company’s ofshareholders ~~the~~as ~~Equity~~of ~~Transfer~~January 29, ~~Agreement~~2015, ~~the~~on ~~Moxian~~a ~~BVI~~pro-rata ~~Transfer~~basis, ~~Price~~that ~~was~~would ~~not~~have ~~paid~~been ~~and~~entitled noto ~~license~~share ~~maintenance~~in ~~royalty~~the orproceeds ~~earned~~of ~~royalty~~the ~~under~~sale of the ~~License~~MOXC ~~and~~shares by the Company ~~Acquisition~~under ~~Agreement~~the original Plan of Disposition, if the Company had ~~accrued~~consummated such sale.

~~Therefore~~Also on January 30, ~~under~~2015, REBL, Rebel FC and the ~~Equity~~sole ~~Transfer~~stockholder of Rebel FC (the “Rebel FC Stockholder”) entered into and consummated transactions pursuant to a Share Exchange Agreement (the “Share Exchange Agreement,” such transaction referred to as the “Share Exchange Transaction”), whereby the Company ~~and~~issued ~~MOXC~~to ~~agreed~~the toRebel ~~terminate~~FC Stockholder 20,700,000 shares of its Common Stock, par value $0.0001 per share, in exchange for 100% of the ~~License~~equity ~~and~~interests ~~Acquisition~~of ~~Agreement~~Rebel soFC ~~that~~held by the ~~liabilities~~Rebel FC Stockholder. The shares of ~~MOXC~~our ~~and~~Common Stock received by the ~~rights~~Rebel FC Stockholder in the Share Exchange Transaction then constituted approximately 90% of our issued and outstanding Common Stock. As a result of the ~~Company~~Share ~~thereunder~~Exchange Transaction, ~~other~~Rebel ~~than~~FC, ~~the~~together ~~Moxian~~with ~~BVI~~its ~~Transfer~~subsidiaries, ~~Price~~Pure Heart and SCA Capital, ~~were~~became ~~terminated~~REBL’s wholly-owned subsidiaries.

~~Pursuant~~The Share toExchange ~~the Equity Transfer~~ Agreement~~, MOXC~~ ~~agreed~~contained torepresentations ~~repay~~and ~~the~~warranties ~~Moxian~~by IPus, ~~Transfer~~Rebel ~~Price~~FC and the ~~Moxian~~Rebel ~~BVI~~FC ~~Transfer~~Stockholder ~~Price~~which inare ~~the~~customary for ~~aggregate~~transactions of ~~$7,782,000~~this intype ~~the~~such ~~form of~~as, awith ~~convertible~~respect ~~promissory~~to ~~note (~~the ~~“Note”)~~Company: ~~issued~~organization, bygood ~~MOXC.~~standing ~~The~~and ~~maturity~~qualification ~~date~~to ~~for~~do ~~the Note was October 30, 2015 with~~business; 1%capitalization; ~~interest~~subsidiaries; ~~per~~authorization ~~annum,~~ and ~~all~~validity ~~sums~~of ~~due under this Note could be converted at~~ the ~~conversion~~transaction ~~price~~and oftransaction ~~$1.00~~documents; ~~per~~consents ~~share~~being ~~(“Conversion~~obtained ~~Price”)~~or atnot ~~the~~required ~~option~~to ofconsummate ~~MOXC, if~~ the ~~volume~~transaction; ~~weighted~~no ~~average~~conflict ~~price~~or ~~(“VWAP”)~~violation of ~~MOXC’s~~Articles ~~common~~of ~~stock~~Incorporation; ~~for a~~with ~~period~~respect ofto ~~thirty~~Rebel ~~(30)~~FC: authorization; ~~trading~~capitalization; ~~days~~and ~~immediately~~title ~~prior~~ to ~~the~~Rebel ~~date~~FC’s shares of ~~conversion~~common ~~was~~stock ~~higher~~being ~~than~~exchanged, ~~the~~and ~~Conversion~~with ~~Price.~~respect ~~Under~~to ~~the~~Rebel ~~Note,~~FC ~~MOXC~~Stockholder: ~~had~~authorization; ano ~~right~~conflict ofor ~~first~~violation ~~refusal~~of tolaw; ~~purchase~~investment ~~the~~purpose; ~~shares~~reliance ~~issuable~~on ~~upon~~exemption ~~conversion~~on at the ~~price~~Company’s Common ofStock ~~80%~~to ofbe ~~the~~exchanged; ~~VWAP~~and ~~for~~transfer ~~30 trading~~or ~~days~~resale ~~immediately~~pursuant ~~prior~~ to the ~~date~~Securities ~~of the proposed repurchase by MOXC~~Act.

~~On August 14, 2015, due to the VWAP of~~Our ~~the~~acquisition ~~MOXC Common Stock for 30 trading day prior to August 14, 2015 was higher than $1.00, which triggered the clause~~ of ~~conversion under~~Rebel ~~the~~FC ~~MOXC~~and ~~Note,~~its ~~MOXC~~subsidiaries ~~notified~~pursuant ~~us that it elected~~ to ~~convert~~ the ~~amount~~Share ofExchange ~~$3,891,000~~Agreement ~~under~~was ~~the~~accounted ~~MOXC~~for ~~Note~~as ~~into~~a ~~3,891,000~~reverse ~~shares~~merger and ofrecapitalization ~~the~~effected ~~MOXC~~by ~~Common~~a ~~Stock~~share ~~at the conversion price of $1~~exchange.00 ~~(the~~Rebel ~~“August~~FC ~~Conversion”).~~was Asconsidered ~~a result of~~ the ~~August~~acquirer ~~Conversion, the~~for ~~remainder~~accounting ~~amount~~and offinancial ~~the~~reporting ~~MOXC Note was $3,891,000~~purposes.

~~On September 30, 2015, MOXC notified us~~Simultaneously ~~that~~with ~~it elected to convert~~ the ~~remainder~~consummation of the ~~MOXC~~Share ~~Note,~~Exchange ~~of $3~~Transaction,~~891,000~~ ~~into~~the ~~3,891,000~~Company ~~shares~~entered ofinto ~~the~~an ~~MOXC~~Equity ~~Common~~Transfer ~~Stock~~Agreement (the “~~September~~Equity ~~Conversion~~Transfer Agreement,”). ~~After~~such ~~the~~transaction, ~~August Conversion and~~ the ~~September~~“Equity ~~Conversion,~~Transfer ~~consequently,~~Transaction”) ~~all~~with ~~of the~~ MOXC, ~~Note was converted in~~ to ~~the~~sell, ~~total~~transfer, ofand convey 750,~~782,~~000 ordinary shares of ~~the~~Moxian ~~MOXC~~IP, ~~Common~~constituting ~~Stock~~100% ~~with~~equity nointerests ~~amount~~ of ~~the~~Moxian ~~MOXC~~IP ~~Note~~for ~~outstanding. On May 24~~$6, ~~2016~~782, ~~MOXC’s~~000 ~~Board of Directors approved a reverse stock split of MOXC’s issued and outstanding shares of common stock, at a ratio of 1-for-2~~ (the “~~MOXC~~Moxian IP ~~Reverse~~Transfer ~~Stock Split~~Price”). The ~~MOXC~~Moxian ~~Reverse~~IP ~~Stock~~Transfer ~~Split~~Price ~~was~~for ~~effective~~Moxian onIP ~~June~~is ~~20,~~based ~~2016,~~on ~~and pursuant~~an toappraisal ~~the~~report, ~~MOXC~~dated ~~Reverse~~November ~~Stock~~15, ~~Split~~2014, prepared ~~the~~by ~~Company’s~~Grant ~~shares~~Sherman inAppraisal ~~MOXC were reduced from 7~~Limited,~~782,000~~ ~~shares~~an toindependent ~~3,891,000 shares~~appraiser.

4Pursuant to the Equity Transfer Agreement, MOXC agreed to repay the Moxian IP Transfer Price and the Moxian BVI Transfer Price in the aggregate of $7,782,000 in the form of a convertible promissory note (the “Note”) issued by MOXC. The maturity date for the Note was October 30, 2015 with 1% interest per annum, and all sums due under this Note could be converted at the conversion price of $1.00 per share (“Conversion Price”) at the option of MOXC, if the volume weighted average price (“VWAP”) of MOXC’s common stock for a period of thirty (30) trading days immediately prior to the date of conversion was higher than the Conversion Price. Under the Note, MOXC had a right of first refusal to purchase the shares issuable upon conversion at the price of 80% of the VWAP for 30 trading days immediately prior to the date of the proposed repurchase by MOXC.

~~Plan and Completion of Disposition~~3

On August ~~January 30~~14, 2015, ~~the~~due Board of Directors of the Company approved and submitted for approval of the Company’s shareholders with a majority of voting rights, a Plan of Disposition (“Plan of Disposition”). Under the Plan of Disposition, the Company proposed to ~~distribute~~ the ~~proceeds resulting~~VWAP ~~from the Equity Transfer Transaction and Sale~~ of ~~Moxian BVI, within one year from~~ the ~~date~~MOXC ofcommon ~~the~~stock ~~Equity Transfer Transaction, to the shareholders as of January 29, 2015, on a pro-rata basis except~~ for ~~Rebel~~30 FCtrading ~~Stockholder,~~day ~~who~~prior ~~agreed~~ to ~~waive~~August ~~such proceeds. On January 30~~14, 2015, ~~the~~was ~~Company’s~~higher ~~shareholders~~than ~~with a majority of voting rights approved the Plan of Disposition~~$1.00, ~~No additional~~which ~~vote~~triggered of the ~~Company’s~~clause ~~shareholders was required or sought in connection with the Plan~~ of ~~Disposition,~~conversion ~~and the Company’s record shareholders had no appraisal rights in connection with the proposed transactions~~ under the ~~Plan~~MOXC ~~of Disposition. The Plan of Disposition was not completed within the planned one year period~~Note, ~~and was delayed due to~~ MOXC’s ~~then~~notified ~~proposed~~us ~~underwritten offering~~that ~~and~~it ~~exchange~~elected ~~listing. On May 24, 2016, due~~ to ~~the~~convert ~~MOXC Reverse Stock Split, effective on June 20, 2016,~~ the ~~Company’s shares~~amount inof ~~MOXC were reduced from 7,782,000 shares to~~ $3,891,000 ~~shares. The Company is in~~ under the ~~process~~MOXC ofNote ~~preparing and approving a revised Plan of Disposition, which takes~~ into ~~account that the Company currently holds~~ 3,891,000 shares of the MOXC ~~which~~common ~~are~~stock ~~currently valued~~ at ~~$11,634,090 and pursuant to which~~ the ~~Company~~conversion ~~plans~~price toof ~~distribute,~~$1.00 ~~as a dividend,~~ (the ~~3,891,000~~“August ~~MOXC shares to the Company’s~~Conversion”). ~~shareholders~~As ~~as of January 29, 2015, on~~ a ~~pro-rata~~result ~~basis, that would have been entitled to share in the proceeds~~ of the ~~sale~~August ~~of the MOXC shares by the Company under the original Plan of Disposition~~Conversion, if the ~~Company~~remainder ~~had~~amount ~~consummated such sale. The common stock~~ of ~~MOXC is currently quoted on~~ the ~~Nasdaq under the symbol~~ MOXC atNote awas ~~price of~~ $3~~.70 per share as of April 13~~, ~~2018~~891,000.

On September ~~January~~ 30, 2015, weMOXC ~~completed~~notified us that it elected to convert the ~~acquisition~~remainder of the MOXC Note, of $3,891,000 into 3,891,000 shares of ~~Rebel~~ ~~FC pursuant~~the MOXC common stock (the “September Conversion”). After the August Conversion and the September Conversion, consequently, all of the MOXC Note was converted in to the ~~Share~~total ~~Exchange~~of ~~Agreement~~7,782,000 shares of the MOXC common stock with no amount of the MOXC Note outstanding. ~~The~~On ~~acquisition~~May ~~was~~24, ~~accounted~~2016, ~~for~~MOXC’s asboard of directors approved a reverse ~~merger~~stock split of MOXC’s issued and ~~recapitalization~~outstanding ~~effected~~shares byof common stock, at a ~~Share~~ratio ~~Exchange~~of ~~Transaction~~1-for-2 (the “MOXC Reverse Stock Split”). ~~Rebel~~ FC The MOXC Reverse Stock Split was ~~considered~~effective on June 20, 2016, and pursuant to the ~~acquirer~~MOXC ~~for~~Reverse ~~accounting~~Stock ~~and~~Split, ~~financial~~the ~~reporting~~Company’s shares in MOXC were reduced from 7,782,000 ~~purposes~~shares to 3,891,000 shares.

~~Also on January 30, 2015, we transferred~~Immediately ~~100%~~after ~~equity~~the ~~interests~~completion of ~~Moxian IP to MOXC pursuant to~~ the ~~Equity~~Share ~~Transfer~~Exchange ~~Agreement.~~Transaction Asand ~~a result of~~ the Equity Transfer Transaction, ~~Moxian~~ IPthe ~~ceased~~Company todiscontinued beits ~~our~~social media ~~subsidiary,~~business and ~~the Company~~ changed its business ~~from~~to ~~licensing~~producing ~~intellectual~~dynamic ~~property~~Mixed ~~rights~~Martial ~~relating to~~Arts a(“MMA”) ~~social~~fighting ~~network~~events ~~to organizing~~ and promoting MMA fighting ~~events~~ in ~~Asia~~China and Singapore.

~~Recent~~Rebel Holdings ~~Developments~~Limited (Rebel FC), which utilizes the trade name of Rebel Fighting Championship, was incorporated on October 28, 2014 in the British Virgin Islands and engages in the business of hosting and promoting MMA events. On January 30, 2015, we completed the acquisition of Rebel FC pursuant to the Share Exchange Agreement. The acquisition was accounted for as a reverse merger and recapitalization effected by a Share Exchange Transaction. Rebel FC was considered the acquirer for accounting and financial reporting purposes.

OnPure Heart ~~October~~was 1,incorporated ~~2017~~under the laws of Singapore on August 24, 2000 under the ~~Company~~name ~~and~~“Soo ~~Pure Heart~~Kee ~~Entertainment~~Coffeeshop Pte. Ltd.,” Effective aNovember ~~wholly~~27, ~~owned~~2002, ~~subsidiary~~it ofchanged ~~the~~its ~~Company~~name ~~and~~to a“Asia ~~company~~Pacific ~~incorporated~~Export ~~under~~International ~~the~~Pte ~~laws~~Ltd.” ofIt ~~Singapore~~later ~~(“Pure~~changed ~~Heart”)~~its ~~entered~~name ~~into~~from a“Asia ~~Share~~Pacific ~~Transfer~~Export ~~Agreement~~International ~~(the~~Pte Ltd.” to “~~Share~~Pure ~~Transfer”)~~Heart ~~with~~Entertainment ~~Naixin~~Pte QiLtd.” on June 7, an2013. ~~individual~~As ~~(the~~of ~~“Shareholder”)~~October 30, ~~the~~ ~~sole~~2014, ~~shareholder~~it ofbecame ~~Qingdao~~a ~~Quanyao~~wholly ~~Sports~~owned ~~Consulting~~subsidiary ~~Co.~~of ~~Ltd,~~Rebel aFC. ~~company~~Pure ~~organized~~Heart ~~under~~is ~~the~~an ~~laws~~operating subsidiary of ~~PRC~~Rebel FC ~~(the~~and ~~“Target Company”~~is ordedicated ~~“Quanyao”)~~to hosting and promoting MMA events.

~~Pursuant~~SCA Capital ~~to the Transfer Agreement~~Limited, ~~Pure Heart, through~~ a ~~wholly~~British ~~foreign~~Virgin ~~owned~~Islands ~~entity (the “WOFE”) Rebel Shanghai Limited (“Rebel Shanghai”)~~company, was incorporated ~~under~~ ~~the laws of PRC~~ on ~~June~~January 217, ~~2017,~~2011 ~~agreed~~and toholds ~~acquire 100% of~~ the ~~outstanding~~intellectual ~~equity~~property ~~interests (the “Equity Stake”)~~rights ofrelating ~~the~~to ~~Target Company from~~ the ~~Shareholder~~Rebel ~~with~~FC ~~the~~business. ~~purchase~~On ~~price valued at approximately $7,000,000 consisting of the following: (i) the forgiveness of debt owed by the Target Company to Pure Heart as of~~ October 128, ~~2017~~2014, inSCA ~~the~~Capital ~~amount~~became ofa ~~approximately~~wholly-owned ~~$2,825,000 (the~~subsidiary ~~“Forgiven Debts”) and (ii) 12,000,000 shares (the “Shares”)~~ of ~~the~~Rebel ~~common stock of the Company, par value $~~FC.~~0001 per share (the “Common Stock”) (together the “Purchase Price”). The purchase price was based on valuation report by an independent appraisal firm.~~

5On October 1, 2017, the Company and Pure Heart Entertainment Pte Ltd., a wholly owned subsidiary of the Company and a company incorporated under the laws of Singapore (“Pure Heart”) entered into a share transfer agreement (the “Share Transfer”) with Naixin Qi, an individual (the “Shareholder”), the sole shareholder of Qingdao Quanyao Sports Consulting Co. Ltd, a company organized under the laws of PRC (the “Quanyao”).

~~The~~Pursuant to the Share Transfer, ~~Agreement~~Pure ~~was~~Heart, ~~executed~~through ona wholly foreign owned entity (the “WOFE”) Rebel Shanghai Limited (“Rebel ~~November~~Shanghai”), incorporated under the laws of PRC on June 21, 2017, ~~and~~agreed to acquire 100% of the outstanding equity interests (the “Equity Stake”) of Quanyao ~~officially~~from ~~became~~the ~~wholly-owned~~Shareholder ~~subsidiary~~with the purchase price valued at approximately $7,000,000 consisting of ~~Rebel~~the ~~Shanghai~~following: (i) the forgiveness of debt owed by Quanyao to Pure Heart as of October 1, 2017, in the amount of approximately $2,825,000 (the “Forgiven Debts”) and (ii) 12,000,000 shares (the “Shares”) of the common stock of the Company, par value $.0001 per share (the “Common Stock”) (together the “Purchase Price”). The purchase price was based on valuation report by an independent appraisal firm.

~~Quanyao~~As isdisclosed ain ~~company~~the ~~which~~Form ~~was~~8-K ~~established under~~filed with the ~~laws~~Securities ofand ~~PRC~~Exchange Commission on ~~December~~August 420, ~~2014.~~2019, Iton ~~organizes~~June 20, ~~promotes~~2019, ~~and~~the ~~hosts~~Board ~~MMA~~of ~~events~~Directors inof ~~China.~~the ~~Quanyao~~Company ~~holds~~approved ~~50%~~a distribution ~~equity~~of 778,200 shares of ~~Qingdao Leibo~~Moxian ~~Sports~~Inc.’s ~~Culture~~common Costock, $0.001 ~~Ltd~~par value per share held by the Company. ~~(“Leibo”),~~The aMoxian Inc.’s ~~company~~common ~~incorporated~~stock ~~under~~will be distributed to the ~~laws~~shareholders of ~~PRC~~the onCompany ~~January~~who 8,were ~~2015~~shareholders ~~which~~of ~~also organizes,~~the ~~promotes~~Company ~~and~~as ~~hosts~~of ~~MMA~~January 29, ~~events~~2015.

~~Quanyao~~The Share ~~and~~Transfer ~~Leibo~~was ~~together~~executed ~~held~~on 4November ~~events in~~21, ~~China between 2015 to~~ 2017 ~~under~~and ~~the~~Quanyao ~~Rebel~~officially ~~brand~~became inwholly-owned ~~accordance~~subsidiary ~~with~~of ~~Cooperation~~Rebel ~~Agreement with Pure Heart~~Shanghai.

~~The~~Quanyao is ~~following~~a ~~diagram~~company ~~sets~~which ~~forth~~was established under the ~~structure~~ laws of ~~the~~PRC ~~Company~~on asDecember 4, 2014. It organizes, promotes and hosts MMA events in China. Quanyao holds 50% equity of ~~the~~Qingdao ~~date~~Leibo Sports Culture Co. Ltd. (“Leibo”), a company incorporated under the laws of ~~this~~PRC ~~Report:~~on January 8, 2015 which also organizes, promotes and hosts MMA events.

6Quanyao and Leibo together held 4 events in China between 2015 to 2017 under the Rebel brand in accordance with Cooperation Agreement with Pure Heart. Quanyao held 2 events in China in 2018. One event, Rebel FC 7 - Fight for Honor, is held at Kerry Hotel Pudong in Shanghai on April 29, 2018. The other event, Rebel FC 8- A Warrior’s Return, is held at Tianhe Sports Stadium in Guangzhou on May 30 2018.

Our website address is http://www.rebelfightingchampionship.com/en/. Information contained on our web site is not part of this Annual Report on Form 10-K or our other filings with the Securities and Exchange Commission (“SEC”).4

~~Overview~~The following diagram sets forth the structure of ~~Our~~the ~~Business~~Company as of the date of this Report:

~~The Company, through its subsidiaries,~~Our organizes promotes and hosts MMA events featuring top level athletic talent and delivering top quality events centered around Chinese fighters and fans. With assistance from contracted production crews, the Company produces and distributes, through the internet and social media, and sells the rights to distribute to television stations, videos of its MMA events.Strategy

~~The Company seeks to promote MMA in China~~Our ~~through~~objective ~~hosting top quality matches, live TV broadcast and inspiring reality series that attract talented fighters from all over the world. MMA~~ is ~~unarmed~~to ~~combat~~become ~~involving~~ the ~~use~~most ofrecognized aMMA ~~combination~~sports ofand ~~techniques~~media ~~from~~brand ~~different~~in ~~disciplines of martial arts, including, without limitation, grappling, submission holds, kicking and striking~~China. ~~The~~To ~~styles~~achieve ofthis ~~martial arts range from Brazilian Jiu-Jitsu~~objective, ~~Judo,~~ ~~Karate,~~we ~~Boxing,~~intend ~~Muay~~to ~~Thai, Wrestling, Jeet Kune Do, Taekwondo, Sanshou and various other forms of martial arts. Unlike boxing,~~employ ~~where athletes can only strike with their fists and only above~~ the ~~belt,~~following ~~the fighters in MMA can use punches, kicks, elbows, knee strikes, takedowns and submissions to win a contest.~~strategies:

~~Production~~Hosting Successful ofEvents ~~the~~in ~~Company’s~~China. We have hosted eight MMA events ~~usually~~ ~~involves~~so ~~obtaining~~far. ~~sponsorships,~~Our ~~signing~~two upmost ~~fighters,~~recent ~~securing~~events ~~event~~were ~~venues,~~held ~~setting~~on upApril 29th ~~event~~2018 ~~venues~~and May 30th 2018, ~~marketing~~obtaining ~~its~~average ~~events~~viewership of over four million on television and eight million on digital and ~~producing~~social ~~event~~media ~~videos~~platforms. ~~The~~We ~~Company’s~~intend to leverage the success of our most recent events ~~are~~to ~~broadcast~~increase our ~~through~~ticket ~~top~~sales, ~~sporting~~sponsorship ~~entertainment stations~~deals, ~~while~~television ~~also~~distribution ~~focusing~~and onmedia ~~utilizing~~rights. ~~online~~We ~~platforms~~plan ~~for~~to ~~internet~~achieve ~~streaming~~the infollowing ~~order~~business revenue toprojection: ~~reach~~Up ~~audiences.~~to ~~There~~US$400,000 ~~are~~in ~~also~~ticket ~~pre-event~~sales ~~shows~~and atUS$9.9 ~~its~~million ~~live~~in ~~events,~~sponsorship ~~which~~deals ~~include~~from ~~music~~our ~~performances~~currently ~~and~~planned ~~fighters’~~four ~~interviews~~events ~~and~~in ~~documentaries.~~the second half of 2019.

Identifying and Signing Top Chinese Prospects. Rebel will focus its tournament setting strategy on featuring competition between top professional Chinese athletes against highly ranked professional athletes from around the world. In ~~addition~~order to ~~television~~achieve ~~broadcasting~~that, Rebel ~~the~~will ~~Company~~implement ~~plans~~a comprehensive scouting program throughout China to ~~attract~~identify ~~pay-per-view~~promising ~~(“PPV”)~~Chinese ~~audiences~~athletes to join Rebel in multi-fight agreements. ~~The~~This ~~Company~~strategy ~~believes~~will ~~that~~ensure ~~the~~Rebel ~~PPV~~to ~~model~~develop ~~can~~and beretain ~~deployed in~~top ~~China~~Chinese inathletes, ~~2019~~which ~~with~~will ~~support~~enhance ~~from~~our ~~selected~~positioning ~~service~~in the ~~providers~~MMA tomarket and enable ~~paid~~Rebel ~~online~~to ~~streaming~~host ofhigh ~~the~~quality ~~Company~~tournaments. Rebel’s ~~MMA~~differential in understanding the Chinese martial arts tradition will enable Rebel to attract the best Chinese fighters to compete on our events. Currently, ~~the~~we ~~Company~~have secured three exclusive engagement contract with Wenbo Liu, who is ~~still~~a inChinese ~~negotiation~~middleweight champion of Legend Fighting Championship, a well-known Hong Kong-based MMA promoter. We plan to sign more exclusive engagement contract with ~~service~~more ~~providers~~top ~~for~~professional ~~PPV~~Chinese athletes like Wenbo Liu.

~~Our~~Distributing our ~~Events~~Original Content. We intend to leverage our past successes to produce, distribute and monetize our original MMA contents through domestic and international distribution arrangements. We intend to establish live television arrangements with various distribution channels in China and Singapore such as Starhub TV, Guangdong Sports TV, Beijing Sports TV and Qinghai Satellite TV. In addition to television broadcasting, the Company plans to build pay-per-view (“PPV”) viewership model to attract more audiences. PPV is a type of live broadcast service by which a viewer can purchase events to view via private channel at the same time with everyone else ordering it. The Company believes that the PPV model will be deployed in China in 2019 through selected live streaming service providers to enable PPV subscription service for the Company’s MMA events. We plan to distribute our live MMA events through PPV viewership model in 2019 and charge between $5 to $10 for each PPV MMA event.

~~The~~Securing Key ~~Company~~Venues. ~~hosts~~We ~~live~~intend to produce MMA events at key venues in ~~which highly~~four ~~skilled~~major ~~fighters~~Chinese ~~from~~cities-- ~~different~~Shanghai, ~~martial~~Shenzhen, ~~arts~~Guangzhou and ~~backgrounds~~Beijing. ~~compete~~This atstrategy ~~different~~will ~~weight~~allow ~~classes.~~us Weto ~~also~~build ~~integrate~~up ~~the~~our ~~introduction of~~brand ~~background~~name ~~information~~in ~~and~~China’s ~~stories~~affluent ofcoastal ~~the~~cities ~~athletes~~and ~~into~~grow ~~the~~our ~~broadcasting~~brand and offan ~~fighting~~base ~~events~~in mid-class Chinese families.

~~The~~Obtaining Sponsorships. ~~Company~~Our ~~selects~~initial ~~fighters~~business ~~with~~plan awas ~~distinguished career~~to ~~for~~obtain asponsorships ~~planned~~sufficient to cover our event production costs. ~~After~~However, we adesire ~~careful~~to ~~selection~~increase ~~process~~our revenues through expanding our sponsorships. Currently, we ~~market~~rely ~~our~~on ~~MMA~~local and regional sponsors for our live events, byalthough ~~posting~~we onplan ~~social~~to ~~media~~establish orsponsorship ~~broadcasting~~and advertising arrangements with larger organizations such as Venom and ~~through~~Thomas TVCook. ~~channels,~~For ~~social~~every ~~media~~event ~~platforms~~moving forward, ~~video~~we ~~journals~~target ~~and~~to ~~interviews~~obtain ofat ~~the~~least ~~fighters~~10 sponsors.

~~The~~*Average cost ~~Company~~of ~~has~~one ~~successfully~~MMA ~~hosted~~event ~~six events~~produced toby ~~date.~~the Company (USD)

The Company successfully held two events in 2017. On August 12, 2017, an event titled Battle Royal: Quest for Glory was held at Kerry Hotel in Pudong, Shanghai together with Quanyao. On September 2, 2017, the Company held another event titled China vs. The World at Shenzhen Stadium in Shenzhen together with Quanyao. Shenzhen event was broadcast live on Qingdao TV and several major social media platforms. For the two events in year 2017, Quanyao paid Pure Heart USD$200,000 per event for royalty and management fee in accordance with 2017 Cooperation Agreement.

Marketing/PR/Branding			313,292
Logistics and Food and Beverage			142,237
Fighters’ Compensation			121,790
Venue			29,048
Production Cost (stage design, stage set up, fighting cage design, fighting cage set up, and various props such as fireworks, laser lights, etc.)			18,882
Video Production (producing fighter footage, trailers and graphics for publicity before event and for display on the LED screens on event days)			14,524
License Fee			14,524
Labor			1,307
Total Estimated Cost			655,604

~~The Company plans to hold eight events~~Development inof ~~2018~~a ~~with~~Reality ~~two~~Television inShow. ~~Shanghai,~~We ~~two~~plan into ~~Guangzhou,~~produce ~~two~~a in12-episode ~~Shenzhen,~~reality ~~and~~show ~~two~~which ~~in Beijing. The first event in 2018~~ will be ~~held~~distributed onacross ~~April~~major Chinese ~~29,~~internet ~~2018 at the Kerry Hotel in Shanghai~~platforms. ~~Events~~The inshow ~~2018~~ will befeature ~~broadcast~~Chinese ~~live~~professional byMMA ~~Guangdong~~fighters ~~Sports~~training ~~TV,~~ and ~~other~~competing ~~satellite~~against TVeach ~~stations and~~other ~~social~~to ~~media~~win ~~platforms~~a prize ~~where~~of ~~negotiations~~1,000,000 ~~are ongoing~~RMB. ~~However,~~We ~~there~~believe ~~can be no assurance~~ that ~~such~~the ~~events~~show will ~~occur,~~provide orus ~~even if~~with ~~they~~an doindependent ~~occur~~revenue ~~there~~stream ~~can~~and bea nogood ~~guarantee~~marketing ~~that~~tool to ~~such~~establish ~~events~~a ~~will~~better bebrand ~~successful~~name orrecognition ~~profitable~~in China.

~~Rules~~Establishment of Adjacent Revenue Streams. The major companies in our industry have utilized their brand to derive revenue by establishing gyms and selling merchandise. For example, UFC derived $19,000,000 (3.5% of ~~MMA~~their total revenue) from the sale of merchandise in 2015. Thus, we intend to establish our Rebel brand name gyms and produce our own exclusive merchandise in the near future.

There is no official or non-official organization or association governing the MMA industry. However, different promoters have agreed that their MMA fighting events would abide by the Unified Rules of MMA, adopted by all state athletic commissions in the United States as well as many other promoting organizations under various jurisdictions worldwide.6

One of the basic rules of MMA is that fighters shall not fight against another fighter of a different weight class. Another rule is that fights should be held in a ring or in a fenced area. Such ring or fenced area has to meet specific requirements.Competition

The market ~~Company’s~~for ~~events~~live ~~follow~~and ~~the~~televised ~~Unified Rules~~MMA ofevents ~~MMA~~content is extremely competitive.

8The main competitors in our industry, specifically in China, which include but are not limited to:

~~Fighters~~● The Ultimate Fighting Championship (“UFC”);

An● ~~important~~Bellator ~~element to a successful~~ MMA ~~event~~ is to identify and retain suitable fighters. Prior to organizing our events, we reach out to managers of fighters in the MMA industry in search of suitable fighters for our upcoming events. We then negotiates and enters into our standard contracts with fighters. Fighters, in addition to combatting in our events, are also required to participate in our press conferences, interviews and documentaries and, from time to time, to appear on our sponsors’ commercials. In order to attract fans and media from both international and local markets, we specifically select fighters with distinguished careers, memorable personalities, and exciting fighting styles.(“Bellator”);

~~Development~~● ~~Plan~~ ONE Fighting Championship (“OFC”), which is based in Singapore and targets the Asia market; and

~~The~~● ~~Company~~Kunlun ~~plans~~Fight, toa ~~hold~~fighting ~~eight~~club ~~events~~ located in China ~~in 2018. The Company plans to broadcast an episodic reality show aimed towards mainstream Chinese TV,~~ which itbroadcasts ~~hopes~~its ~~to launch in 2018. However there can be no assurance that such~~ events ~~will~~over ~~occur,~~the orChinese ~~even~~television ~~if they do occur there can be no guarantee that such events will be successful or profitable~~channel.

~~Planned~~The principal ~~Activities~~competitive factors in our industry include:

~~REBEL~~● ~~Reality~~The ~~Show~~ability to attract and retain successful professional fighters in order to promote events that are appealing to fans and sponsors;

We● ~~plan~~The toability ~~unveil in 2018 a new addition~~ to ~~our~~promote ~~televised content by expanding the REBEL brand beyond the traditional sports market and into mainstream television through~~ a 12large ~~episode~~number ~~reality TV series, which we hope to air across major Chinese networks. We hope that this show will serve to cross over to mainstream fans by linking stars built over the course~~ of ~~a season of reality TV to REBEL live~~ events, ~~effectively~~and ~~introducing a~~bouts ~~much~~so ~~larger audience to our core product. We hope~~ that ~~the~~fighters ~~show~~are ~~will~~willing also serve the purpose of continuing the brand narrative, increasing awareness for live events, educating the average viewer on the dynamics and intrigue of Mixed Martial Arts, and serving as a platform to ~~market~~commit ~~company merchandise~~ to amulti-fight ~~wide audience.~~agreements;

~~Revenues~~● The ability to produce high-quality media content on a consistent basis to secure television and other media distribution arrangements; and

~~Currently,~~● ~~the~~The ~~Company’s~~ability ~~revenues come~~to ~~from~~generate ~~the~~brand ~~following~~awareness ~~sources:~~in China

9Our Competitive Strengths

~~Ticket~~Despite ~~Sales~~the competition we face, we believe that our approach of delivering high quality content concentrating on the untapped combat sports market in China, centered around Chinese fighters and fans, where we believe we have the resources and experience to penetrate the market and grow our business, enables us to address the competitive factors more effectively and thrive in this competitive market. The major MMA promotors, UFC, Bellator, OFC, provide high quality content, however, they mainly focus on promotion in the United States, Latin America, Europe and South-East Asia, and not China. At the same time, the major Chinese promoters focus more on kickboxing and do not provide the same high quality MMA focuses content as Rebel.

~~The~~Based ~~Company~~upon ~~hosts~~Weibo ~~live~~followers, ~~MMA~~we ~~fighting events~~have insigned ~~stadiums~~contracts ~~and~~with ~~sells~~three ~~tickets~~of ~~to audiences that attend~~ the ~~live~~nine ~~events.~~most ~~Tickets~~popular ~~are~~MMA ~~priced~~fighters atfrom ~~different levels~~China, ~~ranging~~Wenbo ~~from $26 to $273~~Liu, ~~based~~Ning onGuangyou ~~seating locations~~ and ~~availability~~Yao ofHonggang. ~~complimentary~~We plan ~~services,~~to ~~such~~utilize asthis ~~complimentary~~local ~~drinks~~popularity ~~and~~to ~~food,~~establish ~~free~~a ~~t-shirts, etc.~~prominent Infan ~~addition~~base toin ~~ticket~~MMA ~~sales,~~crazed weChina ~~also~~by ~~sell~~marketing ~~merchandise,~~these ~~such~~up asand ~~gloves,~~coming Chinese ~~T-shirt,~~fighters to ~~our audience at~~ the ~~live~~Chinese ~~events~~market.

~~On August 12, 2017, the Company held an~~Government event at titled Battle Royal: Quest for Glory at Kerry Hotel in Pudong, Shanghai together with Quanyao. On September 2, 2017, the Company held another event titled China vs. the World at Shenzhen Stadium in Shenzhen together with Quanyao. For the two events in year 2017, Quanyao paid Pure Heart USD$200,000 per event for royalty and management fee in accordance with 2017 Cooperation Agreement.Regulation

~~Central~~In toorder ~~the success of the Company’s live events is our ability~~ to ~~sell~~organize ~~tickets in the most efficient~~ and ~~effective~~host ~~method~~a ~~possible.~~live ~~Due to the nature of the international~~event ~~combat sports market and the events production market~~ in ~~general~~China, we ~~rely~~need ~~on a variety of ticketing agents~~ to ~~assist~~obtain usa inlicense ~~distributing tickets~~from ~~through~~the ~~their~~local ~~extensive~~Police ~~personal databases~~Department. ~~These~~We ~~agents~~also ~~will~~need ~~vary~~to ~~depending~~comply onwith the ~~chosen~~rules ~~event venue~~ and ~~other pre-event~~regulations ~~stipulations.~~required ~~Through~~by the ~~combination~~State of ~~reliable~~Administration ~~agents~~Radio Film and ~~our own streamlined marketing systems we believe it will be possible to maintain a successful online ticket distribution presence for each live event in China~~Television.

~~The~~Rebel ~~Company~~counts ~~plans to hold eight events in 2018 in China and plans to charge between RMB 180 to 1,880 (US $26 to US $273) for tickets to these planned events,~~ with the ~~final~~ ~~price~~services ~~to be determined based on the location~~ of ~~the~~a ~~event.~~company ~~The~~specialized ~~first event~~ in ~~2018~~handling the ~~will~~documentation beand ~~held~~end-to-end onprocess ~~April~~required ~~29,~~by ~~2018 at~~ the ~~Kerry~~ ~~Hotel~~various inChinese ~~Shanghai. However~~departments, ~~there can be no assurance that~~ such ~~events~~as ~~will~~the ~~occur,~~police orand ~~even~~fire ~~if they do occur there can be~~departments, noin ~~guarantee~~order ~~that~~to ~~such~~acquire ~~events~~the ~~will~~license beto ~~successful~~host orthe ~~profitable~~events.

~~Sponsorship~~Intellectual Property

~~Sponsorship to our events is in forms of~~The ~~cash,~~PRC ~~provision~~has ofdomestic ~~event~~laws ~~venues,~~for ~~equipment and marketing campaign services. Our business model is to obtain sponsorships that are sufficient to cover~~ the ~~costs~~protection of ~~hosting~~rights ~~an event prior to incurring substantial costs for organizing an event. In consideration of the provided sponsorship, our sponsors have exposure~~ in ~~our promotional campaigns in connection with our events~~copyrights, ~~including~~trademarks ~~printing sponsors’ names~~ and ~~logos~~trade onsecrets. ~~banners~~The ~~and~~PRC ~~posters~~is atalso ~~our~~a ~~events,~~signatory ~~offering sponsors’ products~~ to ~~the audience at our~~ ~~events,~~all ~~allowing~~of ~~sponsors’ advertisements on our pre-event shows, on our social media pages as well as our website and allowing fighters to feature in sponsors’ commercials. We work with~~ the ~~sponsors to customize the promotional methods to achieve the sponsors~~world’s ~~marketing~~major ~~goals.~~intellectual ~~For~~property ~~each event~~conventions, ~~we target to obtain at least 10 sponsors. We are also seeking to obtain sponsors for our planned reality show.~~including:

TV● ~~Distribution~~Convention establishing the World Intellectual Property Organization (June 3, 1980);

~~Rebel~~● FCParis ~~has~~Convention staff and personnel with the ability to create and produce its live events and sell the rights to broadcast its events to television stations in Singapore and China. We intend to distribute our event programs internationally through television distribution agents for ~~a more stable stream of income. In addition to~~ the ~~broadcast~~Protection of ~~our~~Industrial ~~live~~Property ~~shows~~(March ~~and other aired pre-fight footage~~19, we will also look to secure broadcasting rights for other viable related programming such as the Rebel FC Reality TV Show that we hope will appeal to a larger fan base and can be used to integrate new fans into our live product.1985);

10● Patent Cooperation Treaty (January 1, 1994); and

~~Pay~~● Agreement on Trade-~~Per-View~~Related Aspects of Intellectual Property Rights (November 11, 2001).

~~Pay-per-view~~The PRC ~~(“PPV”)~~Trademark isLaw, aadopted ~~type of~~in ~~pay~~1982 ~~television~~ and ~~online~~revised ~~service~~in by2013, ~~which~~with aits ~~subscriber~~implementation ~~can~~rules ~~purchase~~adopted ~~events~~in to2014, ~~view~~protects ~~via~~registered ~~private telecast or online~~trademarks. The ~~PPV model~~Trademark isOffice aof ~~model whereby we can broadcast live events on cooperating television stations. Audiences can pay to watch~~ the ~~live~~State ~~events on~~Administration ~~their televisions, laptops or handphones instead~~ of ~~going~~Industry ~~to a stadium. In China or South East Asia, PPV is relatively new~~ and ~~still~~ inCommerce ~~development, but we believe the success~~ of ~~PPV model in~~ the ~~U.S.~~PRC, ~~can~~handles betrademark ~~achieved~~registrations inand ~~Asia as well. Rebel FC plans to implement~~grants ~~the~~trademark ~~PPV~~registrations ~~model~~ for ~~its~~a ~~live~~term ~~MMA~~of ~~events~~ten ~~in 2019~~years. ~~We plan to charge $5 to $10 for each PPV event that the audience watches through PPV in China.~~

~~MMA~~Our primary ~~Event~~trademark ~~Expenses~~portfolio consists of 11 registered trademarks. Our trademarks are valuable assets that reinforce the brand and our consumers’ favorable perception of our products. The current registrations of these trademarks are effective for varying periods of time and may be renewed periodically, provided that we, as the registered owner, comply with all applicable renewal requirements including, where necessary, the continued use of the trademarks in connection with similar goods. In addition to trademark protection, we own the URL designation and domain name, www.rebelfightingchampionship.com.

The promotion and organization of MMA events require various types of expenses, a majority of which consist of production, marketing promotion and payments to fighters. Another significant cost is venue rental fee. Other expenses and costs incurred in connection with our events include equipment rentals, and staff compensation.7

~~Audience~~We have registered the following trademarks:

A majority of the audiences that attended our events were male, with ages ranging from 18 to 35. Thus, this group is our targeted audience. We also have targeted marketing and sales for our events to college graduates who had watched sports television programs in the past 12 months and/or had participated in sports-oriented activities in the past 12 months. The secondary target would consist of males between 35- 45 years old and females between 18-34 years old. The gender mix would be 70% male and 30% female.

Trademark	Country of Registration	Application Number	Class	Duration	Current Owner

	Singapore	T131264IZ	41	Set to expire in 2023	SCA Capital Limited

	China	16036465	28	Set to expire in 2026	SCA Capital Limited

	China	16036464	32	Set to expire in 2026	SCA Capital Limited

	China	16036461	41	Set to expire in 2026	SCA Capital Limited

	China	16036463	35	Set to expire in 2026	SCA Capital Limited

	China	18720895	41	Set to expire in 2027	SCA Capital Limited

	China	18720894	41	Set to expire in 2027	SCA Capital Limited

	China	18951853	25	Set to expire in 2027	SCA Capital Limited

	China	18720893	28	Set to expire in 2027	SCA Capital Limited

	China	16036466	41	Set to expire in 2026	SCA Capital Limited

	China	16036467	41	Set to expire in 2026	SCA Capital Limited

We believe that our targeted audience appeals to a wide array of advertising and sponsorship verticals (automotive, food and beverage, sports products, consumer electronics, consumer products), therefore enabling advertisers and sponsors to establish brand awareness and loyalty through our events.8

~~Marketing Strategy~~Employees

~~Marketing~~As ~~is essential to the Company’s operations and business. Brand awareness and engagement~~ of ~~our~~September ~~fans and general audience are key considerations in our marketing strategy. We utilize marketing and PR activities to reach out to our target audience and the mass media~~3, ~~including open workouts~~2019, ~~road~~ ~~shows,~~Rebel ~~weigh-ins~~FC ~~and press-conferences. We also advertise our events on billboards, banners, television ads, bus stop advertisements~~was ~~and~~composed ~~online~~of ~~advertisements.~~around ~~The~~20 ~~Company~~employees ~~also~~based ~~has~~in aChina ~~marketing~~ and ~~public relations department~~Singapore, which isteams ~~dedicated~~are toorganized ~~contacting television media and other news agencies, hosting press conferences and ensuring sufficient publicity of our events~~ in ~~social~~the ~~media~~following ~~and other traditional media.~~departments:

11● Management

~~With~~● a focus on customer awareness and creative branding, the Company seeks to use social media to develop intensive marketing campaigns designed to attract both seasoned and new fans of combat sports. Rebel FC’s marketing strategy aims to drive traffic and audience growth through working with social media, public relations firms, strategic partnerships with television stations and sponsors, and advertising agencies. For instance, we held press conferences for MMA fans and the media to attend at all our events. We also work with gyms and fighting associations to promote our brand to their members and attract members to attend our events.HR

We● believe that Rebel FC is distinguished from other MMA promotion companies in a way that we promote our events and fighters with vivid life stories of fighters, which highlight their passion for MMA. We believe that the behind-the-scene stories may attract audiences by showing how fighters grow their strength and brevity for the sports. Prior to a live event, we arrange face-to-face interactive sessions between fighters and audiences who are fans and supporters of these fighters. We believe this promotional method may allow us to communicate with the audiences and attract their attention to Rebel FC and eventually stimulate their desire to watch our events live or on other available media. During the events, we also broadcast the stories of athletes to provide deeper understanding of our audience about the fighters’ lives.IT

~~Although~~● Mixed Martial Arts is still a growing industry, we believe our brand differentiates itself from other international combat sports organizations by combining entertainment and narrative to create an experience that we believe goes beyond the traditional sports experience. Using local athletes on dynamic televised live events until the public is acquainted with their personality, style, and back-story, we expect our fighters to become recognizable, not only inside the ring, but also outside it, serving as brand ambassadors for Rebel FC, our sponsors, and presenting a positive image of mixed martial arts to our fan-base and mainstream audiences.Finance

~~Market~~● ~~Opportunities~~Project Management

~~According~~● ~~to IBIS World’s Martial Arts Studios market research report in November 2017~~Communication, ~~the~~Public ~~total~~Relations ~~market~~and size is $4 billion for mixed martial arts revenue worldwide. The industry is expected to continue growing over the next five years. (http://www.ibisworld.com/industry/martial-arts-studios.html). A robust economic recovery is expected to endow consumers with higher disposable income levels, enabling them to spend more money on martial arts instruction, particularly costly private lessons. Rising popularity of mixed martial arts will continue to drive demand for the industry.Marketing

~~There~~● ~~are~~Sales ~~regular~~& MMA events hosted in the Asia Pacific region by established fight promoters. Despite being a relatively new promoter, the Company sees the opportunity for the growth of MMA in the Asian sports market, especially the untapped market in China. China has been reported to be a potentially significant market for the MMA industry (http://www.businessinsider.com/mixed-martial-arts-is-becoming-popular-in-rural-china-and-ufc-is-looking-to-capitalize-2014-8).Sponsorships

12Additionally, Rebel contracts external companies to provide specialized services for the organization of the events. The typical services outsourced to external companies are:

By● ~~2020,~~Venue the China’s sports industry market is expected to be worth RMB three trillion (USD434.4 billion), and around RMB five trillion by 2025 – as the Central Government throws its weight behind sport as a mainstay of both society and of the Chinese economy (http://www.atimes.com/article/chinas-vast-mma-potential-prompts-drawing-battle-lines/).production

~~According~~● toVideo ~~the Mailman Group in China, MMA has the largest number of references on Chinese social media, outnumbering other traditional sports, such as basket balls and footballs.~~production

In● addition, with the growing use of PPV in China, online video streaming sites such as Baidu and Tencent have millions of users using their App for streaming of shows. The Company is currently working with streaming platforms to market our shows, making our events available to a large population in China (http://www.boxinginsider.com/headlines/chinese-pay-per-view-could-open-up-new-vistas-with-pacquiao-bout/”).Logistics

~~Competition~~● Hospitality services

~~The~~● ~~main~~TV ~~players~~Production ~~in the MMA industry include: i) Ultimate Fighting Championship (“UFC”), which has its focus on the U.S. market, ii) ONE Fighting Championship (“OFC”), which is based in Singapore~~ and targets the Asia market and iii) Kunlun Fight, a fighting club located in China which broadcasts its events over the Chinese television channels. Despite the fact that our competitors are well established and have more funds available for marketing and producing their events than us, and are more reputable among the audiences in MMA, we are concentrating on the untapped combat sports market of China where we believe we have the resource and experience to penetrate the market and grow our business there. We seek to engage high quality producers to produce quality videos of our events. These produced videos are to be broadcasted on the internet and be shared on the social media. We believe this will allow us to expand our market shares in existing social media mediums. During the fights, we have our audience to engage with our commentators through social media. This interactive method has been used by other sports media and is assisting brands to gain a traction and proven growth record of new likes and awareness.broadcasting

~~Employees~~● Event marketing and advertisement

We● ~~maintain~~Among a specialized and experienced team consisting of 25 full time members based in China who are capable of leading temporary out-sourced personnel on a per event basis. We also have contract personnel for our television and live event productions.others

13Facilities

~~Key~~We ~~Employees~~do not own any real property. Our principal executive and administrative offices are located in Singapore at 7500A Beach Road, Unit 13-313, The Plaza, Singapore. We pay our landlord SGD 3,317 (USD $2,480) as rent per month. We are renting the property on a month to month basis as the Company plans to move to bigger premises. The Company’s new operation headquarters are located in Shanghai at the Unit C02, 5/F (Mixpace), Building T2 (CES West Bund Center), NO.277 Longlan Road, Xuhui District, Shanghai 200030 pursuant to a lease agreement with a monthly rent of RMB 13,500 (USD $2,009). The lease will expire on March 18, 2020.

~~Senior Project Manager – David Zhang~~9

~~Mr. David Zhang has more than a decade~~ITEM ~~of event management experience for well-known brands such as Nike, Chivas, Ballantine, Clarins, Etam, Swarovski, Sanofi and Mercedes Benz, with Publicis Events China~~1A. HeRISK ~~was responsible for creating event concept proposals per client’s brief.~~FACTORS

~~Head~~As a “smaller reporting company” as defined by Item 10 of ~~Affiliate~~Regulation ~~and~~S-K, ~~Media~~the ~~Sales~~Company –is not required to provide the ~~Sophia~~information Kerequired by this Item.

~~Ms. Sophia Ke is a seasoned sales professional~~ITEM ~~with strong account management experience in the publishing and media industries~~1B. ~~Previously~~UNRESOLVED ~~Account~~STAFF ~~Director for CNBC China, she helped local and government clients access the global market via CNBC’s platform.~~COMMENTS

~~Head~~As a “smaller reporting company” as defined by Item 10 of ~~Marketing~~Regulation –S-K, ~~Ellen~~the LiCompany is not required to provide the information required by this Item.

~~Ms. Ellen Li brings with her over two decades~~ITEM ~~of marketing experience in the FMCG industry for established foreign and local companies based in China~~2. ~~She has managed well-known brands such as Clorox, GZ Masson Group, Heinz and Tate & Lyle.~~PROPERTIES

~~Head~~Our headquarters is located in the heart of ~~Sponsorships~~downtown –Singapore ~~Sam~~at ~~Kwan~~7500A Beach Road, Unit 13-313, The Plaza, Singapore. We pay our landlord SGD 3,317 (USD $2,480) as rent per month. We are renting the property on a month to month basis, the Company plans to move to bigger premises. The Company’s new operation headquarters is located in Shanghai at the Unit C02, 5/F (Mixpace), Building T2 (CES West Bund Center), No.277 Longlan Road, Xuhui District, Shanghai 200030 pursuant to a lease agreement with a monthly rent of RMB 13,500 (USD $2,009). The lease will expire on March 18, 2020.

MrITEM 3. ~~Sam~~LEGAL Kwan has worked for major companies such as Li & Fung, Grand and lately, with Mailman in business development and account management for companies such as Heineken APB, Starbucks, Tesco, Acer, China Telecom, LVMH, AC Milan, UFC, Nike and high profile clients such as Kobe Bryant, Lewis Hamilton and Conor McGregor.PROCEEDINGS

~~Media~~From ~~Manager~~time –to ~~Raymond~~time, ~~Rong~~the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

~~Mr.~~On ~~Raymond~~November ~~Rong~~5, ~~spent~~2018, 6the ~~years~~Company was served a summon for a complaint filed by Ofsink, LLC (“Ofsink”) on September 13, 2018, in ~~Hupu~~the Supreme Court of the City of New York County of New York against the Company. By filing the complaint, Ofsink alleged, among other claims, that the Company ~~working~~failed to pay for its legal services rendered in athe ~~well-known~~amounts ~~sports~~set ~~media~~forth ~~agency~~on ~~with~~uncontested ainvoices ~~track~~in ~~record~~the amount of ~~managing~~$252,822, anand ~~impressive~~that it ~~number~~sustained ofdamages in ~~house~~the sum of $252,822 plus interest and ~~external~~attorney’s ~~clients such~~fees as a result of the ~~ICC,~~non-payment ~~NFL~~of the invoices rendered. The complaint seek, 50among ~~SuperBowl~~other relief, ~~NBA~~compensatory damages and ~~Manchester~~plaintiff’s ~~City~~counsel’s FCfees. HeOn ~~specializes~~December 18, in2019, ~~managing~~Ofsink ~~business~~voluntarily ~~development~~dismissed ~~and~~its ~~advertising~~lawsuit against the Company without prejudice. Ofsink informed the Company that it had ~~sales~~planned to sell a promissory note approximately the amount Company owed to a third party. The Company may expect the third party entitled to receive payment of such an instrument to enforce the promissory note.

14On November 12, 2017, Rebel signed a tenancy contract with Shanghai Konghui Property Development Co., Ltd. for the rooms in Grand Gateway Tower 1, NO.1 Hongqiao Rd., Xuhui District, Shanghai with a start date on November 15, 2017. The rental contract was terminated on July 12, 2018. Due to lapses in rental payment, the latter froze the bank account of Rebel and brought Rebel to court. On April 24, 2019, the Court ruled Rebel to pay a net amount of RMB 164,865.86 (net of deposit RMB 268,957.47), inclusive of late payment interests. On June 18, 2019, the Court ordered a legal proceeding to extract the payment amount from Rebel’s bank account. On July 12, 2019, the Court unfroze Rebel’s bank account.

~~Intellectual~~ITEM 4. ~~Property~~MINE SAFETY DISCLOSURES

~~The following are the intellectual property rights that the~~Not ~~Company owns, the details are set forth in the following table:~~applicable.

Mark	Country of Registration	Application Number		Class	Duration	Current Owner
	Singapore	T131264IZ		41	Set to expire in 2023	SCA Capital Limited
	China	16036465	28		Set to expire in 2026	SCA Capital Limited
	China	16036464		32	Set to expire in 2026	SCA Capital Limited
	China	16036461		41	Set to expire in 2026	SCA Capital Limited
	China	16036463		35	Set to expire in 2026	SCA Capital Limited
	China	18720895		41	Set to expire in 2027	SCA Capital Limited
	China	18720894		41	Set to expire in 2027	SCA Capital Limited
	China	18951853		25	Set to expire in 2027	SCA Capital Limited
	China	18720893		28	Set to expire in 2027	SCA Capital Limited
	China	16036466		41	Set to expire in 2026	SCA Capital Limited
	China	16036467		41	Set to expire in 2026	SCA Capital Limited

15PART II

~~Compliance~~ITEM 5. ~~with~~MARKET ~~Government~~FOR ~~Regulation~~REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

~~People’s Republic of China~~Market Information

InThere is ~~order~~limited topublic ~~organize~~trading ~~and~~market ~~host~~for aour ~~live~~Common ~~event in China~~Stock, wewhich ~~need~~is toquoted ~~obtain~~on athe ~~license~~OTC ~~from~~Markets OTCQB under the ~~local~~symbol ~~Police~~“REBL.” The ~~Department~~OTCQB inmarketplace ~~China.~~is Wea ~~also~~quotation ~~need~~service tothat ~~comply~~displays ~~with~~real-time ~~the~~quotes, ~~rules~~last-sale prices, and ~~regulations required~~volume byinformation in over-the-counter (“OTC”) ~~State~~equity ofsecurities. ~~Administration~~An ~~Radio~~OTCQB ~~Film~~security ~~and~~generally ~~Television~~is any equity that is not listed or traded on a national securities exchange.

~~Available~~OTCQB securities ~~Information~~are not listed or traded on the floor of an organized national or regional stock exchange. Instead, OTCQB securities transactions are conducted through a telephone and computer network connecting dealers in stocks.

~~The Company’s Annual Report on Form~~For ~~10-K,~~the ~~Quarterly~~periods ~~Reports on Form 10-Q~~indicated, ~~Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of~~ the ~~Exchange~~following ~~Act,~~table ~~are~~sets ~~filed~~forth ~~with~~ the ~~U.S.~~high ~~Securities~~ and ~~Exchange~~low ~~Commission~~bid ~~(the~~prices ~~“SEC”).~~per ~~The~~share ~~Company is subject to the informational requirements~~ of ~~the~~common ~~Exchange~~stock ~~Act~~for ~~and~~each ~~files~~quarter ~~or furnishes reports, proxy statements, and other information with~~within the ~~SEC.~~two ~~Such~~most ~~reports~~recent ~~and~~fiscal ~~other information filed by the Company with the SEC are available via the Company’s website at http://www~~years.~~rebelfightingchampionship.com/en/~~ ~~when~~The ~~such~~following ~~reports~~quotations ~~are~~reflect ~~available on~~ the ~~SEC’s~~high ~~website. The public may read~~ and ~~copy~~ ~~any~~low ~~materials~~bids ~~filed~~for byour ~~the~~shares ~~Company~~of ~~with~~common ~~the~~stock ~~SEC at the SEC’s Public Reference Room at 100 F Street, NE, Room 1580, Washington,~~based ~~D.C. 20549. The public may obtain information~~ on ~~the operation of the Public Reference Room by calling the SEC at 1~~inter-~~800-SEC-0330.~~dealer ~~The~~prices, ~~SEC~~without ~~maintains~~retail ~~an Internet site that contains reports~~mark-up, ~~proxy~~mark-down ~~and~~or ~~information~~commission ~~statements~~ and ~~other~~may ~~information regarding issuers that file electronically with the SEC at www.sec.gov. The contents of these websites are~~ not ~~incorporated~~represent ~~into this~~actual ~~filing~~transactions. ~~Further, the Company’s references to the URLs for these websites are intended to be inactive textual references only.~~

16Price Range of Common Stock

~~Principal~~The following ~~Executive~~table ~~Offices~~shows, for the periods indicated, the high and low bid prices per share of our common stock as reported by the OTCQB quotation service. These bid prices represent prices quoted by broker-dealers on the OTC Pink quotation service. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions, and may not represent actual transactions.

Our principal executive office is located at 7500A Beach Road, Unit 12-313, The Plaza, Singapore 199591. Our principal telephone number at such location is +6562941531.

Fiscal Year 2018	High Bid		Low Bid
First Quarter	$	3.75	$	3.70
Second Quarter	$	3.75	$	1.25
Third Quarter	$	3.70	$	1.50
Fourth Quarter	$	3.0	$	0.8

Research and Development

Fiscal Year 2017	High Bid		Low Bid
First Quarter	$	1.55	$	1.55
Second Quarter	$	1.55	$	1.55
Third Quarter	$	2.65	$	1.55
Fourth Quarter	$	5.00	$	2.00

~~During~~There is no “public market” for shares of common stock of the ~~years~~Company. ~~ended~~Although ~~December~~the ~~31,~~Company’s ~~2017~~shares are quoted on ~~and~~the ~~2016~~OTCQB marketplace, the Company ~~incurred~~is ~~research~~aware ~~and~~of ~~development~~only ~~costs~~a offew $0transactions ~~and~~that $0have taken place in the previous ten years. In any event, ~~respectively~~no assurance can be given that any market for the Company’s common stock will develop or be maintained.

~~ITEM 1A. RISK FACTORS~~Common Stock

~~Risk~~Our authorized ~~Factors~~capital stock consists of 500,000,000 shares of common stock, with a par value of $0.0001 per share, and 100,000,000 ~~Related~~shares of preferred stock, par value $0.0001 per share. Our common stock is entitled to one vote per share on all matters submitted to a vote of the ~~Business~~stockholders, including the election of directors. Except as otherwise required by law or provided in any resolution adopted by our board of directors with respect to any series of preferred stock, the holders of our common stock will possess all voting power. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all shares of our common stock that are present in person or represented by proxy, subject to any voting rights granted to holders of any preferred stock. Holders of our common stock representing fifty percent (50%) of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our Articles of Incorporation. Our Articles of Incorporation do not provide for cumulative voting in the election of directors.

~~The Company’s planned events for 2018 may not occur as planned, or even if they do occur, there can be no assurance that they will be successful or profitable.~~11

~~The Company plans~~Subject to ~~hold~~any ~~eight~~preferential ~~events~~rights inof ~~2018~~any ~~with~~outstanding ~~two~~series inof ~~Shanghai,~~preferred ~~two~~stock increated ~~Guangzhou,~~by ~~two~~our inboard ~~Shenzhen~~of ~~and~~directors ~~two~~from intime ~~Beijing.~~to ~~The~~time, ~~first event will be~~the ~~held~~holders onof ~~April~~shares ~~29,~~of ~~2018~~our atcommon ~~Kerry~~stock ~~Hotel~~will ~~in Shanghai. However there can~~ be noentitled ~~assurance~~to ~~that~~ such ~~events~~dividends ~~will~~(cash, ~~occur~~stock, or ~~even~~otherwise) ifas ~~they do~~may ~~occur~~be ~~there~~declared ~~can~~from betime to notime ~~guarantee~~by ~~that~~our ~~such~~board ~~events~~of ~~will~~directors befrom ~~successful~~funds oravailable ~~profitable~~therefore.

WeSubject to ~~may~~any ~~not~~preferential rights of any outstanding series of preferred stock created from time to time by our board of directors, upon liquidation, dissolution or winding up, the holders of shares of our common stock will be ~~able~~entitled to ~~develop~~receive ~~content~~pro torata ~~capture~~all ~~audiences~~assets available orfor adistribution ~~market~~to ~~share~~such holders.

~~The creation,~~In ~~marketing~~the ~~and~~event ~~distribution~~ of ~~our~~any ~~live~~merger ~~entertainment~~or ~~are~~consolidation ~~the~~with ~~core~~or ofinto ~~our~~another ~~business.~~company ~~The~~in ~~production~~connection with which shares of ~~compelling~~our ~~live~~common ~~content~~stock isare ~~critical~~converted tointo ~~our~~or ~~ability~~exchangeable tofor ~~generate~~shares ~~revenues~~of ~~across~~stock, ~~our~~other ~~media~~securities ~~platforms.~~or ~~Our~~property ~~failure~~(including tocash), ~~continue~~all toholders ~~create~~of ~~popular~~our ~~live~~common ~~events~~stock ~~and~~will ~~televised~~be ~~programming~~entitled ~~would~~to ~~likely~~receive ~~lead~~the tosame akind ~~decline~~and ~~the~~amount ~~attendance~~of atshares ~~our~~of ~~live~~stock ~~events~~and other securities and property (including cash). Holders of our ~~audience~~common tostock ~~the~~have TVno ~~shows~~pre-emptive rights, ~~which would~~no ~~adversely~~conversion ~~affect~~rights ~~our~~and ~~results~~there ofare ~~operations~~no redemption provisions applicable to our common stock.

WeAs ~~may~~of ~~not be~~September ~~able~~3, to2019, ~~retain~~there orwere ~~recruit~~52,313,151 shares ~~outstanding~~of ~~fighters~~common ~~for~~stock ~~our~~issued ~~events~~and outstanding.

~~Our success is~~Preferred largely dependent on our ability to recruit and retain renowned fighters to fight in our event. We cannot assure you that we will be able to continue to identify and retain well known, popular or top fighters in the future. Additionally, we cannot guarantee that we are able to retain existing fighters during the term of their contract. Our failure to retain and identify fighters could affect our event attendance and TV viewership and therefore, our results of operations.Stock

17The Company’s Board of Directors is authorized by its Articles of Incorporation to issue Preferred Stock from time to time in one or more series with such designations, preferences and relative participating, optional or other special rights and qualifications, limitations or restrictions, thereof, as shall be stated in the resolutions adopted by the Company’s Board of Directors providing for the issuance of the Preferred Stock. The Company’s Board of Directors is authorized, within any limitations prescribed by law and the Company’s Articles of Incorporation, to fix and determine the designations, rights, qualifications, preferences, limitations and terms of the shares of any series of Preferred Stock. There is no preferred stock issued or outstanding at the date of this Current Report.

~~It is difficult to generate and maintain audience’s interest in our fighters.~~Warrants

~~Part of our business~~There isare tocurrently ~~the~~no ~~creation~~outstanding ~~of storylines based on fighters’ background~~warrants. We cannot guarantee that we can always create appealing storylines for the fighters to capture MMA fans’ interest in attending our events or watching them on television. This could lead to a lack of viewership and may adversely affect our results of operations.

~~We may become subject to new legislation or regulations governing MMA fighting.~~Options

~~While the mixed~~There ~~martial~~are ~~arts sector is~~ currently ~~regulated~~no byoutstanding ~~the Singapore or PRC governments, hosting MMA events requires certain permits and licenses~~options. In addition, MMA continues to draw attention of governments which may result in new legislation and rules. We cannot make any assurances that we will be able to comply with new legislation or rules or that such compliance would not be too expensive for us. Failure to comply may lead to a total stop of our operations and prohibit us from continuing our business.

~~We may not~~Stockholders beof ~~able to secure contracts with video streaming sites for our Pay-per-view business.~~Record

~~Part~~As of ~~our~~December ~~growth strategy~~31, is2018, towe ~~start~~had ~~delivering~~48,319,986 shares of our ~~shows~~common bystock ~~streaming~~par ~~them~~value, ~~through~~$.0001, ~~Pay-Per-View~~issued ~~(“PPV”) channels~~ and ~~over the internet~~outstanding. ~~There~~ ~~can~~As beof noSeptember ~~assurance~~3, ~~that~~2019, we ~~will~~had ~~secure~~52,313,151 ~~licensing~~shares ~~contracts~~of ~~with~~our common ~~PPV~~stock ~~providers~~with orpar ~~televisions~~value ~~stations~~$0.0001 ~~that~~issued ~~offer~~and ~~PPV~~outstanding. ~~Our inability~~There towere ~~secure~~approximately ~~PPV~~512 ~~would~~stockholders ~~negatively~~of ~~impact~~record ~~our~~as ~~growth prospects and result~~ of ~~operations~~September 3, 2019.

~~We may not~~Transfer beAgent ~~able~~and ~~to secure event venues.~~Registrar

~~We cannot provide~~The ~~any~~Transfer ~~assurance~~Agent ~~that~~for ~~we will be able to book event venues at ideal locations to attract audiences to patronize to~~ our ~~events.~~capital ~~Our ability~~stock ~~to book venues~~ is ~~subject~~Island toStock ~~other~~Transfer ~~events~~with inan ~~the~~address ~~area~~at ~~and~~15500 ~~the~~Roosevelt ~~price~~Boulevard, weSuite ~~can~~301, ~~afford~~Clearwater, Florida ~~to pay~~33760. ~~This~~Their ~~could~~telephone ~~adversely~~number ~~affect~~is ~~our event~~Office ~~hosting~~phone: ~~abilities and thus our ability to generate revenues and operate our business~~727-289-0010.

WeFor transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser’s prior written consent to the transaction. Additionally, for any transaction, other than exempt transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the Securities and Exchange Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Consequently, the “penny stock” rules may ~~encounter~~restrict ~~media~~the ~~censorship~~ability of broker-dealers to sell our Common Stock and may affect the ability of investors to sell their Common Stock in ~~overseas~~the secondary ~~markets~~market.

Our content may be censored in countries such as China due to the inherent violence involved in MMA fighting. Such censorship would not allow us to televise events or sell PPV viewings and may adversely affect our results of operations. In addition, changes in the policies of the Chinese government, for instance, could have a significant impact on our business. We may also be prohibited from promoting or conducting our live fighting events in the country. The inability to do so over an extended period of time could adversely affect our profitability and results of operations.12

WeIn addition ~~may~~to ~~not~~the “penny stock” rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory Authority (“FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be ~~able~~suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to ~~secure~~recommend ~~sufficient~~that ~~sponsorship~~their customers buy our common stock, which may limit the investors’ ability to buy and sell our stock.

Sponsorship is essential to our revenue and business model. We usually obtain sufficient sponsorship prior to organizing a live event. However, we cannot make any assurance that we will be able secure adequate sponsorship for each of our events. Ticket and PPV sales are only parts of our revenue model and sponsorships are critical to making an event profitable. Our inability to secure sufficient sponsorships for each event could adversely affect our results of operations.Dividends

18The Company has not declared any cash dividends with respect to its common stock and does not intend to declare dividends in the foreseeable future. There are no material restrictions limiting, or that are likely to limit, the Company’s ability to pay dividends on its common stock.

~~We may not~~Securities beauthorized ~~able~~for toissuance ~~secure~~under ~~television~~equity ~~stations~~compensation ~~to broadcast our shows.~~plans

~~In addition to hosting live events~~Currently, part of our intended revenue stream is to come from TV distribution. However, we cannot guarantee that we will be able to find TV channels to broadcast our events. Our ability to secure the airtime of our events on TV is affected by various factors, among other things, whether a TV station requires payment from the Company for the broadcasting, whether there is ~~an available slot for the Company’s event and whether there~~ is ~~any censorship on events with violent content. In addition, if~~ no TVequity ~~station~~compensation isplan ~~willing to broadcast our events, our events and our brand will not have sufficient publicity~~ in ~~the~~place ~~media;~~for ~~therefore, it may negatively impact~~ the ~~sale of our future events~~Company. ~~Thus, the failure to sell the rights to broadcast our events to TV stations would adversely affect our performance and growth.~~

~~We depend~~Recent onSales ~~the services~~ of ~~key~~Unregistered ~~executives, the loss of whom could materially harm our business and our strategic direction.~~Securities

~~Our~~During ~~future success~~January ~~significantly~~to ~~depends~~December on2018, the ~~continued~~Company ~~service~~issued ~~and~~2,622,609 ~~performance~~shares of ~~our~~common ~~key~~stock ~~management~~to ~~personnel~~27 individuals for net cash consideration of $2,609,331. The ~~Our~~Company ~~growth~~issued ~~direction~~1,433,460 isshares ~~largely~~of common stock with total value of $1,130,448 to two placement agents, pursuant to a ~~dependent~~Consultancy Mandate Agreement entered on ~~Mr.~~August ~~Aan~~18, ~~Yee~~2017, ~~Leong~~in ~~Justin~~connection ~~and~~with ~~Mr.~~fund ~~Khian~~raising ~~Kiee~~for ~~Leong~~the Company (the “Consultancy Agreement”). The ~~loss~~Company issued 146,531 shares of ~~the~~common ~~services~~stock bywith ~~Messrs.~~total ~~Aan~~value ~~Yee~~of ~~Leong~~$142,451 ~~and~~to ~~Khian~~one ~~Kiee Leong~~agent ~~due~~pursuant to ~~unexpected~~a ~~reasons~~Service Agreement ~~could~~entered ~~have~~on aJanuary ~~material~~14, ~~adverse~~2018, ~~effect~~for onconsultancy ~~our~~services ~~ability~~provided to ~~create~~the ~~creative~~Company ~~and~~(the ~~enticing~~“Service ~~shows which~~Agreement”). ~~could~~The ~~adversely~~Company ~~affect~~also ~~our~~issued ~~operating~~1,320,378 ~~results~~shares ~~and~~of ~~market~~common ~~our~~stock ~~events~~with astotal ~~well~~value asof ~~our~~$1,190,378 ~~business~~to ~~prospects.~~nine Weindividuals ~~cannot~~as ~~assure~~payments ~~that~~for ~~Messrs.~~professional ~~Leong~~services ~~and~~related ~~Leong’s~~to ~~services~~public ~~will~~relations ~~continue~~and tomarketing, bedirector ~~available~~fees, toand usemployment benefits. WeThe ~~depend~~value onof ~~the~~shares ~~services~~ of ~~these~~common ~~key~~stock issued ~~executives,~~for ~~the~~consideration ~~loss of~~other ~~whom~~than ~~could~~cash ~~materially~~was ~~harm~~determined ~~our~~by ~~business~~referring ~~and~~to ~~our~~the ~~strategic~~value ~~direction~~of shares of common stock issued for cash consideration.

WeAll ~~may~~of ~~face~~the transactions ~~disruptions~~listed above were made pursuant to the exemption from the Section 5 registration requirements of the ~~systems~~Securities Act of 1933, for offerings made outside the United States by a United States issuer. The securities issued have not been registered under the Securities Act and ~~equipment~~may ~~utilized~~not be offered or sold in ~~our~~the ~~live~~United ~~events~~States absent registration or an applicable exemption from registration requirements.

~~We rely largely~~Purchase on outside contractors to supply us with the sound and lighting equipment for our live events. Although the Company inspects such equipment upon delivery from the contractors prior to an event, we cannot guarantee if such equipment may function without disruptions in the live event. In the event the provided equipment or system malfunctions at a live event, it will result in disruption of ~~the~~ ~~progression~~Equity ofSecurities ~~our~~By ~~event and may have a negative impact on~~ the ~~Company’s~~Issuer ~~reputation. This would also affect our ability to retain audience~~ and ~~would~~Affiliated ~~affect our future events in the MMA market~~Purchasers.

We ~~may~~have ~~face~~not repurchased any shares of ~~pressure~~our ~~from~~common ~~parental,~~stock ~~government,~~during orthe ~~other~~fiscal ~~groups~~year toended ~~stop~~December ~~our~~31, ~~operations~~2018.

~~Our live events~~ITEM ~~are considered violent and usually rated as Parental Guidance required~~6. ~~Due~~SELECTED toFINANCIAL the inherent violence involved in MMA, we may face pressure from nonprofit organizations or parental groups to prohibit events to be held, marketed or broadcast in countries which we currently operate in or plan to expand to. This could negatively impact our ability to market our brand, reduce the number of sponsorships that we may obtain and adversely affect our revenue from live event ticket sales and TV broadcasting.DATA

19Not applicable to a smaller reporting company.

~~Our expansion~~ITEM ~~into~~7. ~~new~~MANAGEMENT’S ~~markets~~DISCUSSION ~~may~~AND ~~present~~ANALYSIS ~~increased~~OF ~~risks~~FINANCIAL ~~due~~CONDITION toAND ~~our~~RESULTS ~~unfamiliarity~~OF ~~with the local markets.~~OPERATIONS

WeThis Current ~~intend~~Report toon ~~expand~~Form 10-K contains forward-looking statements within the meaning of the federal securities laws. These include statements about our ~~business~~expectations, ~~further~~beliefs, ~~into~~intentions ~~China~~or ~~where~~strategies for the future, which we ~~have~~indicate ~~little~~by ~~experience.~~words ~~This~~or ~~market~~phrases ~~may~~such as ~~have~~“anticipate,” ~~different~~“expect,” ~~cultures~~“intend,” ~~competitive~~“plan,” ~~conditions~~“will,” “we believe,” ~~consumer~~“management ~~tastes~~believes” and ~~discretionary~~similar ~~spending~~language. ~~patterns~~Except ~~than~~for ~~our~~the ~~existing~~historical ~~market~~information contained herein, ~~which~~the ~~may~~matters ~~cause~~discussed in ~~our~~this ~~expansion~~“Management’s toDiscussion beand ~~less~~Analysis ~~successful than~~of ~~our~~Financial ~~Singapore~~Condition ~~business.~~and InResults ~~addition~~of Operations,” ~~our~~and ~~advertising~~elsewhere in ~~program~~this ~~may~~Current ~~not~~Report beare ~~successful~~forward-looking instatements ~~generating~~that ~~brand~~involve ~~awareness~~risks and uncertainties. The cautionary language in ~~China,~~this Current ~~and~~Report, ~~the~~provide ~~lack~~examples of ~~market~~risks, ~~awareness~~uncertainties ofand ~~the~~events ~~brand~~that ofmay ~~Rebel~~cause ~~Fighting~~our ~~Championship~~actual ~~can~~results ~~pose~~to andiffer ~~additional~~materially ~~risk~~from inthose projected. ~~expanding~~Except ~~into~~as ~~new~~may be required by law, we undertake no obligation to update any forward-looking statement to reflect events ~~markets~~after the date of this Current Report on Form 10-K.

~~Our quarterly~~The ~~results~~“Company”, “we,” “us,” and “our,” in this Management’s Discussion and Analysis of ~~operations~~Financial ~~are~~Condition ~~subject~~and toPlan ~~fluctuations~~of ~~due~~Operation refer to the ~~timing~~combined business of ~~our~~(i) ~~event~~Rebel ~~hosting.~~FC;(ii) Pure Heart; (iii) SCA Capital; (iv) Rebel Shanghai; and (v) Quanyao

The timing of our events may result in significant fluctuations in our quarterly performance. We typically incur most cash costs for an event within the third month immediately preceding, and the month of the event. Due to these substantial up-front financial requirements to recruit fighters, rent venues, advertise as well as other costs to prepare for the events, the quarterly results of our financials may incur significant expense and vary from quarter to quarter.13

~~We may not be able to maintain profitability.~~Overview

~~Maintaining profitability~~The ~~depends~~Company, ~~upon~~through ~~numerous~~Rebel ~~factors~~FC, ~~including~~organizes, ~~our~~promotes ~~ability~~and tohosts ~~generate~~Mixed ~~increased~~Martial ~~revenues~~Arts ~~and~~events ~~our~~featuring ~~ability~~top tolevel ~~control~~athletic ~~expenses.~~talent Wewith ~~may~~assistance ~~incur~~from ~~significant~~contracted ~~losses~~production increws. ~~the~~The ~~future~~Company ~~for~~also aseeks ~~number~~to ofproduce ~~reasons, including the other risks described in this filing~~ and ~~our~~distribute ~~ongoing depreciation~~videos ~~and~~of ~~amortization~~its ~~expense~~MMA events, ~~and~~through wethe ~~may encounter unforeseen expenses~~internet, social ~~difficulties~~media, ~~complications, delays~~ and ~~other unknown~~selling ~~events.~~the ~~Accordingly,~~rights weto ~~can~~such ~~make~~videos noto ~~assurances~~distribute ~~that we will be able~~ to ~~achieve,~~television ~~sustain or increase profitability in the future~~stations.

~~We may not~~The beCompany ~~able~~seeks to ~~obtain~~promote ~~and~~MMA ~~maintain~~in ~~licenses~~China through hosting top quality matches, live TV broadcast and ~~permits~~inspiring ~~necessary~~reality ~~for~~series ~~our~~that attract ~~operation~~talented fighters from all over the world. MMA is unarmed combat involving the use of a combination of techniques from different disciplines of martial arts, inincluding, ~~compliance~~without ~~with~~limitation, ~~laws~~grappling, ~~regulations~~submission holds, kicking and ~~other~~striking. The styles ~~requirements~~of martial arts range from Brazilian Jiu-Jitsu, ~~which~~Judo, ~~could~~Karate, ~~adversely~~Boxing, ~~affect~~Muay ~~our~~Thai, ~~business~~Wrestling, ~~results~~Jeet Kune Do, Taekwondo, Sanshou and various other forms of ~~operations~~martial orarts. ~~financial~~Unlike ~~condition~~boxing, where athletes can only strike with their fists and only above the belt, the fighters in MMA can use punches, kicks, elbows, knee strikes, takedowns and submissions to win a contest.

~~We are subject~~The toCompany ~~various~~held ~~laws~~two ~~and~~events ~~regulations~~ in ~~the~~2018 ~~countries we operate that will be affecting our business. If we fail to comply~~ with ~~such laws~~one ~~and~~in ~~regulations,~~Shanghai ~~we may be subject to various sanctions~~ and~~/or~~ ~~penalties~~one ~~and~~in ~~fines or may be required to cease operations until we achieve compliance, which could have an adverse effect on our business and our financial results~~Guangzhou.

~~Customer~~The ~~complaints~~first orevent ~~litigation~~titled Fight for Honor was held on ~~behalf~~April of29, ~~our~~2018 ~~customers~~at ~~may~~Kerry ~~adversely~~Hotel ~~affect~~in ~~our~~Shanghai. ~~business~~The event was broadcast live by Guangdong Sports TV, ~~results~~other ofsatellite ~~operations~~TV orstations ~~financial~~and ~~condition~~major social media platforms. The viewership for the event from television and social media, respectively, were 4.06 million and 8.33 million.

~~Our business may~~The besecond ~~adversely~~event ~~affected~~titled byA ~~legal~~Warrior’s orReturn ~~governmental~~took ~~proceedings~~place ~~brought~~in byat orGuangzhou onTianhe ~~behalf~~Stadium ofin ~~our~~Guangzhou ~~customers.~~on InMay ~~recent years~~30, ~~some~~2018. ~~combat~~The ~~sports~~event ~~companies~~was ~~have~~broadcast ~~been~~live ~~subject~~by toGuangdong ~~lawsuits,~~Sports ~~including class action lawsuits~~TV, ~~alleging~~major ~~violations~~satellite ofTV ~~law~~stations ~~regarding~~such ~~the~~as ~~brutal nature~~Tianjin ofSports ~~the~~and ~~fights.~~Qinghai WeSatellite ~~are~~TV ~~also~~as well ~~subject~~as tomajor adigital ~~variety~~streaming ofplatforms ~~other~~such ~~claims~~as inYouku, ~~the~~PP ~~ordinary~~Sports ~~course~~and ofYY.com. ~~business,~~The ~~including~~viewership ~~injury~~for of the ~~fighters.~~event ~~These~~from ~~legal~~television ~~proceedings~~and social ~~may~~media, ~~adversely~~respectively, ~~affect~~were ~~our~~4.99 ~~operation~~million ~~results~~ and ~~profitability~~8.15 million.

20As of December 31, 2018, our accumulated deficits were $8,370,529. Our stockholders’ deficit was $3,700,826.

WeResults ~~have a limited history~~ of ~~operating as a promoter for MMA events.~~Operations

WeFor ~~are a development stage company formed in~~ the ~~last~~year 5ended ~~years,~~December ~~to carry out the MMA events and thus have a limited operating history. We started our business in June of 2013 and to date we have only held six MMA events total in Singapore and China. Thus~~31, ~~we have limited experience~~2018 incompared ~~promoting~~with the ~~MMA~~year ~~events.~~ended WeDecember ~~expect that our results of operations may also fluctuate significantly in the future as a result of a variety of market factors~~31, including, among others, the dominance of other companies which has long-term history and experience in the area of MMA, the entry of new competitors into the MMA business, our ability to attract, retain and motivate qualified personnel, the initiation, renewal or expiration of our customer base, pricing changes by the company or its competitors, specific economic conditions in the MMA business and general economic conditions. Accordingly, our future revenue and operating results are difficult to forecast.2017

~~There~~Gross ~~are established competitors in the MMA market. The Company may not be able to survive the fierce competition.~~Revenues

The ~~industry~~Company ~~is competitive~~made ~~and~~sales ~~highly~~revenues ~~fragmented,~~from ~~with established brand awareness~~ operations of ~~our~~$223,783 ~~competitors such as Ultimate Fighting Championship and One Fighting Championship. We compete with these well-known companies as well as other MMA organizations which may affect our ability to thrive~~ in the ~~MMA~~year ~~industry.~~ended ~~Many~~December ~~of our current and potential competitors have longer operating histories~~31, ~~larger~~2018 ~~customer~~compared ~~bases, greater~~to ~~brand recognition and significantly greater financial~~$393,185 ~~marketing,~~being ~~technical,~~generated ~~management and other resources than we do. We expect that competition will be intensified~~ in the ~~future~~year asended ~~the~~December ~~MMA sports continue to grow worldwide. Increased competition may result in reduced operating margins~~31, ~~reduced profitability, loss of market share and diminished brand recognition~~2017.

~~Failure~~ The Company’s sales revenue of us$223,783 toin ~~adequately~~the ~~protect~~year ~~our~~ended ~~intellectual~~December ~~property~~31, ~~could~~2018 ~~injure~~primarily ~~the~~came ~~value~~from fees ofreceived by Quanyao for holding two events in China, Fight for Honor and A Warrior’s Return, and for our ~~brand~~Chinese associate for which we received management fees.

~~Our~~The ~~business~~Company’s ~~is dependent~~cost ~~on successful marketing and promotion~~ of ~~our~~revenue ~~branded~~was ~~events~~$1,878,123 in ~~therefore~~the ~~protecting~~year ~~our~~ended ~~brand~~December ~~from~~31, ~~intellectual~~2018, ~~property infringement~~compared ~~(such~~to asnil ~~counterfeiting~~in ~~our~~the ~~branded~~year ~~products~~ended ~~and~~December ~~other~~31, ~~unauthorized~~2017. ~~uses~~The cost of ~~our~~revenue ~~trademark)~~mainly ~~is important. Although~~consisted weof ~~will~~direct ~~enforce~~costs ~~our~~of ~~intellectual property rights~~$598,530, itfighter ~~may~~expenses ~~not be possible for us to detect all instances~~ of ~~brand infringement. Additionally~~$439,681, ~~where~~marketing ~~instances~~expenses of ~~brand infringement are detected~~$415,654, wevenue ~~cannot~~rental ~~guarantee~~and ~~that~~related ~~such~~expenses ~~instances will be prevented as~~of ~~there~~$164,500, ~~may~~and belogistic ~~legal~~expenses orof ~~factual circumstances that give rise to uncertainty as to the validity~~$267,613. ~~scope~~The ~~and~~cost ~~enforceability~~ of ~~our~~revenue ~~intellectual property~~for ~~rights.~~2017 ~~Infringement~~was ~~of our trademark~~$1,381,218 ~~copyright~~ and ~~other~~it ~~intellectual~~was ~~property~~adjusted ~~rights~~to bynil ~~others~~to ~~could~~offset ~~have an adverse~~part ~~effect~~of onthe ~~our~~goodwill ~~brand~~ and ~~hence~~pre-acquisition ~~affect our income~~loss.

21Operating Expenses

~~Economic~~Operating expenses for the years ended December 31, 2018 and 2017 were $5,226,522 and $2,515,465, respectively. ~~downturns~~For ~~may~~the ~~lead~~year toended ~~less~~December ~~disposable~~31, ~~income~~2018, the operating expenses mainly consisted of ~~our~~payroll ~~potential~~expenses ~~audience~~of $1,390,766 ~~resulting~~rental inexpenses of ~~smaller~~$240,290, ~~audiences~~depreciation and amortization expenses of ~~our~~$558,158, ~~events~~allowance for account receivables and prepayments of $558,158, and expenses of new share issuance for services and compensations of $1,190,378. AnThe ~~economic~~increase in payroll and rental expenses was ~~recession~~largely ~~may~~due ~~also~~to ~~result~~operational expansion in ~~less~~China ~~sponsorship~~to ~~for~~support the planned growth of our ~~events~~business.

An economic downturn or adverse conditions in the global markets may negatively affect our earnings. Attendance of our events and purchases for viewing of our shows may depend in part on the actual or perceived personal disposable income of our potential audiences. Our revenue is also dependent on marketing budgets of our sponsors. These commercial contract payments are contingent upon the expenditures of businesses across a wide range of industries, which industries may cut costs in response to any economic downturn.14

~~Risk~~Net ~~Factors Related to Our Common Stock~~Loss

~~Our~~Net ~~shares~~loss offor ~~common~~the ~~stock~~year ~~are~~ended ~~subject~~December 31, to2018 ~~penny~~was ~~stock~~$13,654,013 ~~regulation. Because~~as ~~our~~compared ~~common~~to ~~stock~~$2,195,366 isfor ~~penny~~the ~~stock,~~year ~~holders~~ended ofDecember ~~our~~31, ~~common~~2017. ~~stock~~Basic ~~may~~and ~~find~~diluted itnet ~~difficult~~loss orper share amounted ~~may~~$0.29 beand ~~unable~~$0.08 torespectively ~~sell~~for ~~their~~the ~~shares.~~years ended December 31, 2018 and 2017, respectively.

The ~~SEC~~increase ~~has adopted rules that regulate broker/dealer practices in connection with transactions in penny stocks. Penny stocks generally are equity securities with a price~~ of ~~less~~net ~~than~~loss ~~$5.00~~for ~~(other than securities registered on certain national securities exchanges or quoted on~~ the ~~NASDAQ~~year ~~system,~~ended ~~provided~~December ~~that current price and volume information with respect to transactions in such securities is provided by the exchange system). The penny stock rules require a broker/dealer~~31, ~~prior~~2018 tocompared ~~a transaction in a penny stock not otherwise exempt from the rules,~~ to ~~deliver a standardized risk disclosure document prepared by~~ the ~~SEC~~year ~~that~~ended ~~provides~~December ~~information about penny stocks and the nature and level of risks in the penny stock market. The broker/dealer also must provide the customer with bid and offer quotations for the penny stock~~31, ~~the~~2017 ~~compensation~~was ofmainly ~~the~~due broker/dealer, and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules require that prior to agoodwill ~~transaction in a penny stock not otherwise exempt from such rules~~impairment, ~~the broker/dealer must make a special written determination that a penny stock is a suitable investment for the purchaser~~ and ~~receive~~ the ~~purchaser’s written~~operational ~~agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading~~expansion ~~activity~~ in ~~any secondary market for a stock that becomes subject to the penny stock rules, and accordingly, holders of our common stock may find it difficult or may be unable to sell their shares~~China.

~~Our~~Liquidity ~~stock price may be volatile~~ and ~~you~~Capital may not be able to resell your shares at or above the price you paid. In addition, volatility in the price of our common stock may subject us to securities litigation resulting in substantial costs and liabilities and diverting management’s attention and resources.Resources

~~The~~As ~~market~~of ~~price~~December of31, ~~our~~2018 ~~common~~we ~~stock~~had isworking ~~likely~~capital todeficiency beof ~~highly~~$4,856,536 ~~volatile~~as ~~and~~compared ~~could~~to ~~fluctuate~~working ~~widely~~capital indeficiency ~~price~~of ~~in response to various factors~~$1,739,033 ~~many~~as of ~~which~~December ~~are beyond our control~~31, ~~including~~ ~~the following:~~2017.

●Net ~~our~~cash ~~ability~~used in operating activities for the year ended December 31, 2018 was $4,480,190 as compared to ~~execute~~$3,498,642 ~~our~~for ~~business~~the ~~plan;~~year ●ended ~~changes~~December 31, 2017. The cash used in ~~our~~operating ~~industry;~~activities for the financial year ended December 31, 2018 was primarily due to an increased net loss net of impairment of goodwill.

22Net cash used in investing activities for the year ended December 31, 2018 was $20,100 as compared to $16,993 for the year ended December 31, 2017. The cash used in investing activities are mainly due to purchase of fixed assets.

●Net ~~competitive~~cash ~~pricing~~provided ~~pressures;~~by ●financing activities ~~our~~for ~~ability~~the toyear ~~obtain~~ended ~~working~~December ~~capital~~31, ~~financing;~~2018 ●was ~~additions~~$4,537,729 oras ~~departures~~compared ofto ~~key~~$3,484,711 ~~personnel;~~for ~~● limited “public float” in~~ the ~~hands~~year ofended aDecember ~~small~~31, 2017. ~~number~~The ofcash ~~persons~~provided ~~whose~~by ~~sales~~financing oractivities ~~lack~~for ofthe ~~sales~~year ~~could~~ended ~~result~~December in31, ~~positive~~2018 orare ~~negative~~mainly ~~pricing~~from ~~pressure~~issuing onof ~~the market price for our~~ common ~~stock;~~shares and ●increased ~~sales~~advances offrom ~~our~~related ~~common~~parties. ~~stock;~~Our ● operating results ~~that~~for ~~fall~~future ~~below~~periods ~~expectations;~~are ●subject ~~regulatory~~to ~~developments;~~numerous ~~● economic~~ uncertainties and ~~other~~it ~~external~~is ~~factors;~~uncertain ●if ~~period-to-period~~we ~~fluctuations~~will inbe ~~our~~able ~~financial results; ● our inability~~ to ~~develop~~maintain orprofitability ~~acquire~~and ~~new~~continue orgrowth ~~needed~~for ~~technologies; ●~~ the ~~public’s~~foreseeable ~~response~~future. toIf management ~~press~~is ~~releases~~not orable ~~other~~to ~~public~~increase ~~announcements~~revenue byand usmanage oroperating ~~third~~expenses ~~parties,~~in ~~including~~line ~~filings~~ with ~~the~~revenue ~~SEC; ● changes in financial estimates or ratings by any securities analysts who follow our common stock~~forecasts, ~~our~~the ~~failure~~Company tomay ~~meet~~not be ~~these~~able ~~estimates or failure of those analysts~~ to ~~initiate or~~ maintain coverage of our common stock; ● the development and sustainability of an active trading market for our common stock; and ● any future sales of our common stock by our officers, directors and significant stockholdersprofitability.

~~FINRA~~We ~~sales~~will ~~practice~~require ~~requirements~~additional capital to continue to operate and expand our business and we are currently raising capital through the sale of equity. Sources of additional capital through various financing transactions or arrangements with third parties may ~~also~~include ~~limit~~equity aor ~~stockholder’s~~debt financing, bank loans or revolving credit facilities. We may not be successful in ~~ability~~locating tosuitable ~~buy~~financing transactions in the time period required or at all, and ~~sell~~we may not obtain the capital we require by other means. Our inability to raise additional funds when required may have a negative impact on our ~~stock~~operations, business development and financial results.

~~In addition to the “penny stock”~~On ~~rules~~March ~~described~~16, ~~above~~2018, ~~FINRA~~the ~~has~~Company ~~adopted~~entered ~~Rule~~into ~~2111~~a ~~that~~subscription ~~requires~~agreement with a ~~broker~~third-~~dealer~~party toinvestor. ~~have~~The ~~reasonable~~investor ~~grounds~~is ~~for~~expected ~~believing~~to ~~that~~remit anthree ~~investment~~installment ispayments ~~suitable~~in ~~for a customer before recommending~~ the ~~investment. Prior~~amount toof ~~recommending~~$1 ~~speculative~~million ~~low~~each ~~priced securities~~($3 tomillion ~~their~~in ~~non-institutional~~total) ~~customers,~~in ~~broker-dealers~~exchange ~~must~~for ~~make~~such ~~reasonable~~numbers ~~efforts~~of ~~to obtain information about~~ the ~~customer~~Company’s ~~financial~~common ~~status,~~stock ~~tax~~as ~~status,~~determined ~~investment~~pursuant ~~objectives~~to ~~and~~the ~~other~~terms ~~information. Under~~and ~~interpretations~~conditions of ~~these~~the ~~rules,~~Subscription ~~FINRA~~Agreement. ~~believes that~~As ~~there~~of isthe adate ~~high~~of ~~probability~~this ~~that~~report, the ~~speculative~~Company ~~low~~has ~~priced securities will~~ not bereceived ~~suitable~~any ~~for~~installment atpayment ~~least~~from ~~some~~the ~~customers. The FINRA~~investor ~~requirements~~and ~~make~~there itis ~~more~~no ~~difficult~~guarantee ~~for broker-dealers to recommend~~ that ~~their~~the ~~customers~~Company ~~buy~~will ~~our common stock, which may~~receive ~~limit~~any ~~your~~of ~~ability~~them toin ~~buy and sell our stock and have an adverse effect on~~ the ~~market~~near ~~for~~future, ~~our~~if ~~shares~~ever.

~~Because~~On August we16, ~~are~~2018, athe ~~small~~Company ~~company~~entered into another subscription agreement with another third-party investor. Such investor is aexpected ~~limited~~to ~~operating~~remit ~~history,~~two ~~stockholders~~equal ~~may~~installment ~~find~~payments itin ~~difficult~~the toamount ~~sell~~of ~~their~~$1 million each ($2 million in total) in exchange for such numbers of the Company’s common stock inas determined pursuant to the ~~public~~terms ~~markets~~and conditions of the subscription agreement. On August 17, 2018, the Company received a first installment payment of $1 million. The Company expected to receive a second installment in 2019.

~~Our common stock is currently traded on the OTC Markets OTCQB under the symbol “REBL.”~~ The ~~number of persons interested in purchasing our common stock~~ atCompany oralso ~~near~~received ~~bid~~financial prices at any given time may be relatively small. This situation is attributable to a number of factors, including the fact that we are a small company which is still relatively unknown to stock analysts, stock brokers, institutional investors, and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our common stock until such time as we became more viable. Additionally, many brokerage firms may not be willing to effect transactions in our securities. As a consequence, there may be periods of several days or more when trading activity in our common stock is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support ~~continuous~~commitments ~~sales~~from ~~without an adverse effect on~~ the ~~stock~~Company’s ~~price. We~~related ~~cannot give you any assurance that an active public trading market for our common stock will develop or be sustained, or that trading levels will be sustained~~parties.

~~Future~~We believe ~~issuances~~that ofavailable ~~our~~cash ~~preferred~~and ~~stock~~cash ~~could~~equivalents, ~~dilute~~together with actions as mentioned above, should enable us to meet anticipated cash needs for at least the next 12 months after the date that the financial statements of this Form 10-K are issued. However, if we ~~voting~~are unable to obtain the necessary additional capital on a timely basis and ~~other~~on ~~rights~~acceptable ofterms, ~~holders~~we will be unable to implement our current plans for expansion, repay debt obligations or respond to competitive market pressures, which will have negative influence upon our business, prospects, financial condition and results of operations and may raise substantial doubts about our ~~common~~ability to ~~stock~~continue as a going concern.

Our board of directors has the authority to issue shares of preferred stock in any series and may establish, from time to time, various designations, powers, preferences and rights of the shares of each such series of preferred stock. Any issuances of preferred stock may have priority over the common stock with respect to dividend or liquidation rights. Any future issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of our company and may adversely affect the voting and other rights of the holders of our common stock. 15

~~If we are unable to comply with the~~Critical ~~financial~~Accounting ~~reporting~~Policies ~~requirements mandated by the SEC’s regulations, investors may lose confidence in our financial reporting~~ and ~~the price of our common stock could decline.~~Estimates

~~If we fail to maintain effective internal~~Use controls over financial reporting, our ability to produce timely, accurate and reliable periodic financial statements could be impaired. If we do not maintain adequate internal control over financial reporting, investors could lose confidence in the accuracy of our periodic reports filed under the Exchange Act. Additionally, our ability to obtain additional financing could be impaired or a lack of investor confidence in the reliability and accuracy of our public reporting could cause our stock price to decline.Estimates

23The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at dates of the financial statements and the reported amounts of revenue and expenses during the periods. Actual results could differ from these estimates. Our significant estimates and assumptions include depreciation, allowance for trade receivables and prepayments, and the fair value of our stock, stock-based compensation, debt discount, goodwill and the valuation allowance relating to the Company’s deferred tax assets.

~~Our directors, executive officers~~Recently ~~and~~Issued ~~controlling~~Accounting ~~persons as a group have significant voting power and may take actions that may not be in the best interest of shareholders.~~ Pronouncements

~~Our directors, executive officers and controlling~~Reference ~~persons~~is asmade ato ~~group~~the ~~beneficially~~“Recent ~~own~~Accounting ~~approximately~~Pronouncements” ~~35.5%~~in ofNote ~~our~~2 ~~Common~~to ~~Stock. They~~the ~~will~~Financial ~~have~~Statements ~~the~~included ~~ability~~in tothis ~~exert~~Report ~~substantial~~for ~~influence~~information ~~over~~related ~~all~~to ~~matters~~new ~~requiring~~accounting ~~approval by our stockholders~~pronouncement, ~~including~~none ~~the election and removal~~ of ~~directors~~which ~~and~~had ~~any~~a ~~proposed merger,~~material ~~consolidation~~impact oron ~~sale of all or substantially all of~~ our ~~assets.~~consolidated Infinancial ~~addition~~statements, ~~they could dictate the management of our~~ ~~business~~ and ~~affairs.~~the ~~This~~future ~~concentration~~adoption of ~~ownership~~recently ~~could~~issued ~~have~~accounting ~~the effect of delaying~~pronouncements, ~~deferring~~which orwe ~~preventing~~do anot ~~change~~expect inwill ~~control, or~~have ~~impeding~~ a ~~merger~~material orimpact ~~consolidation,~~on ~~takeover or other business combination that could be favorable to stockholders. This significant concentration of share ownership may also adversely affect the trading price for~~ our ~~Common Stock because investors may perceive~~ ~~disadvantages~~consolidated infinancial ~~owning stock in a company with controlling affiliated stockholders~~statements.

~~We expect that our revenue will fluctuate,~~Off-Balance ~~which~~Sheet ~~could cause our stock price to decline.~~Arrangements

~~Any significant decline on selling our~~As ~~tickets~~of toDecember ~~the~~31, ~~events~~2018, ~~unfavorable TV distribution deals that~~ we ~~enter~~did ~~into, or changes in the spending behavior of our customers could adversely affect our revenue growth. If our revenue fluctuates or does~~ not ~~meet~~have ~~the~~any ~~expectations~~off-balance ofsheet ~~securities analysts and investors, our stock price would likely decline~~arrangements.

~~If securities or industry analysts~~ITEM do7A. ~~not~~QUANTITATIVE ~~publish~~AND ~~research~~QUALITATIVE orDISCLOSURES ~~reports~~ABOUT ~~about~~MARKET ~~our business, if they adversely change their recommendations regarding our common stock, or if our operating results do not meet their expectations, our stock price and trading volume could decline.~~RISK

~~The~~We ~~trading~~are ~~market~~a ~~for~~smaller ~~our~~reporting ~~common~~company ~~stock will~~as bedefined ~~influenced~~ by ~~the~~Rule ~~research and reports that securities or industry analysts publish about us or our business. We do not~~12b-2 ~~have any control over these reports or analysts. If any~~ of the ~~analysts~~Securities ~~who~~Exchange ~~cover~~Act ~~our~~of ~~company~~1934 ~~downgrades~~and ~~our~~are ~~stock, or if our operating results do~~ not ~~meet~~required ~~the analysts’ expectations, our stock price could decline. Moreover, if any of these analysts ceases coverage of our company or fails~~ to ~~publish~~provide ~~regular reports on our business, we could lose visibility in~~ the ~~financial~~information ~~markets, which~~under inthis ~~turn could cause our stock price and trading volume to decline~~item.

~~Risks~~ITEM 8. ~~Related~~FINANCIAL toSTATEMENTS ~~our~~AND ~~Business~~SUPPLEMENTARY DATA

~~Uncertainty~~The consolidated infinancial statements of the ~~interpretation~~Company ~~and application~~are ofincluded ~~the~~in ~~2017~~this ~~Tax~~Annual ~~Cuts~~Report ~~and~~on ~~Job~~Form ~~Act~~10-K ~~could~~beginning ~~materially~~on ~~affect~~page ~~our~~F-1, ~~tax~~which are ~~obligations~~incorporated herein by reference.

~~Significant judgment is required in determining~~ITEM ~~our provision for income taxes~~9. In ~~the~~CHANGES ~~course~~IN ofAND ~~our~~DISAGREEMENTS ~~business,~~WITH ~~there~~ACCOUNTANTS ~~may~~ON beACCOUNTING ~~transactions~~AND ~~and~~FINANCIAL calculations where the ultimate tax determination is uncertain. For example, compliance with the 2017 United States Tax Cut and Jobs Act (“TCJA”) may require the collection of information not regularly produced within the Company, the use of estimates in our consolidated financial statements, and the exercise of significant judgment in accounting for its provisions. As regulations and guidance evolve with respect to TCJA, and as we gather more information and perform more analysis, our results may differ from previous estimates and may materially affect our financial position.DISCLOSURE

~~We may be audited by tax authorities in~~During ~~different~~the ~~jurisdictions. Economic~~fiscal ~~and~~years ~~political~~ended ~~pressures~~December ~~to increase tax revenue in various jurisdictions may make resolving tax disputes favorably more difficult. Although we believe our tax estimates are reasonable~~31, ~~the~~2018 ~~final determination of tax audits~~ and ~~any~~2017, ~~related~~there ~~litigation~~have inbeen ~~the~~no ~~jurisdictions~~reportable ~~where~~events weas ~~are~~defined ~~subject~~under toItem ~~taxation could be materially different from our historical income tax provisions and accruals. The results of an audit or litigation could have~~ 304(a)(1)(v) ~~material effect on our~~of ~~consolidated~~Regulation ~~financial~~S-K ~~statements~~adopted inby the ~~periods~~Securities inand ~~which~~Exchange ~~that determination is made~~Commission.

In addition, changes in U.S. federal and state tax laws applicable to us and changes in taxing jurisdictions’ administrative interpretations, decisions, policies, and positions may materially adversely impact our tax expense and cash flows.16

~~Risks~~Prior ~~Related~~to Friedman’s engagement by the Company, neither the Company, nor anyone on the Company’s behalf, previously consulted with Friedman regarding either (i) the application of accounting principles to ~~Doing~~a ~~Business~~specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements or (ii) any matter that was either the subject of a disagreement as defined in ~~China~~Item 304(a)(1)(iv) of or this Regulation S-K and its related instructions or a reportable event as defined in Item 304(a)(1)(v) of Regulation S-K. Further, there was no written report or oral advice provided by the Company or anyone on the Company’s behalf to Friedman prior to Friedman’s engagement by the Company.

~~Changes in China’s economic, political~~ITEM or9A. ~~social~~CONTROLS ~~conditions~~AND ~~or government policies could have a material and adverse effect on our business and operations.~~PROCEDURES

~~Most of our business operations are conducted~~Evaluation ~~in China. Accordingly, our business, results~~ of ~~operations,~~Disclosures ~~financial~~Control ~~condition~~ and ~~prospects are affected by economic, political and social conditions in China generally and by continued economic growth in China as a whole.~~Procedures

~~China’s economy differs from the~~Our ~~economies~~management ofis ~~most~~responsible ~~developed~~for ~~countries~~establishing inand ~~many~~maintaining ~~respects,~~adequate ~~including~~internal ~~the~~control ~~level~~over offinancial ~~government~~reporting. ~~involvement,~~Internal ~~level~~control over offinancial ~~development,~~reporting ~~growth rate,~~is ~~control~~defined ofin ~~foreign~~Rule ~~exchange~~13a-15(f) ~~and~~or ~~allocation~~15d-15(f) ofpromulgated ~~resources.~~under ~~Although~~ the ~~Chinese~~Securities ~~government~~Exchange ~~has~~Act ~~implemented~~of ~~measures~~1934 ~~emphasizing~~as a ~~the~~process ~~utilization~~designed ofby, ~~market~~or ~~forces~~under ~~for~~the ~~economic~~supervision ~~reform~~of, the ~~reduction~~Company’s ofprincipal ~~state~~executive ~~ownership~~and ofprincipal ~~productive~~financial ~~assets,~~officers and ~~the establishment~~ ofeffected ~~improved~~by ~~corporate~~the ~~governance~~Company’s inboard ~~business~~of ~~enterprises~~directors, amanagement ~~substantial~~and ~~portion~~other ofpersonnel, ~~productive~~to ~~assets~~provide inreasonable ~~China~~assurance ~~is still owned by~~regarding the ~~government.~~reliability Inof ~~addition,~~financial ~~the~~reporting ~~Chinese~~and ~~government~~the ~~continues~~preparation toof ~~play~~financial astatements ~~significant~~for ~~role~~external purposes in ~~regulating~~accordance ~~industry~~with ~~development. The~~accounting ~~Chinese~~principles ~~government~~generally ~~also~~accepted ~~exercises~~in ~~significant~~the ~~control~~United ~~over~~States ~~China’s economic growth through allocating resources, controlling payment~~ of ~~foreign~~America ~~currency-denominated~~and ~~obligations,~~includes ~~setting~~those ~~monetary~~policies ~~policy,~~ and ~~providing~~procedures ~~preferential treatment to particular industries or companies.~~that:

~~Growth~~● ofPertain ~~China’s~~to ~~economy~~the ~~has~~maintenance ~~been uneven,~~of ~~both~~records ~~geographically~~that ~~and~~in ~~among~~reasonable ~~various~~detail ~~sectors~~accurately ~~of the economy,~~ and ~~the~~fairly ~~growth~~reflect of the ~~Chinese~~transactions ~~economy~~and ~~has~~dispositions ~~slowed down since 2012. Some~~ of the ~~government~~assets ~~measures~~of ~~may benefit~~ the ~~overall~~Company; ~~Chinese~~● ~~economy,~~Provide ~~but~~reasonable ~~may~~assurance ~~have~~that atransactions ~~negative~~are ~~effect~~recorded onas ~~us.~~necessary ~~For~~to ~~example, our~~permit ~~financial~~preparation ~~condition and results~~ of ~~operations~~financial ~~may~~statements bein ~~adversely~~accordance ~~affected~~with byaccounting ~~government~~principles ~~control~~generally ~~over~~accepted ~~capital~~in ~~investments~~the ~~or changes~~United inStates ~~tax~~of ~~regulations.~~America ~~Any~~and ~~stimulus~~that ~~measures~~receipts ~~designed~~and toexpenditures ~~boost~~of the ~~Chinese~~company ~~economy~~are ~~may~~being ~~contribute~~made toonly ~~higher~~in ~~inflation,~~accordance ~~which could~~with ~~adversely~~authorizations ~~affect our results~~ of ~~operations~~management and ~~financial~~directors ~~condition.~~of ~~For~~the ~~example,~~company; ~~certain operating costs~~ and ~~expenses,~~● ~~such as~~Provide ~~employee~~reasonable ~~compensation~~assurance ~~and~~regarding ~~office~~prevention ~~operating~~or ~~expenses,~~timely ~~may~~detection ~~increase as a result~~ of ~~higher~~unauthorized ~~inflation. Additionally~~acquisition, ~~because~~use ~~a substantial~~or ~~portion~~disposition of ~~our~~the company’s assets ~~consists~~that ofcould ~~cash~~have ~~and~~a ~~cash~~material ~~equivalents~~effect ~~and~~on ~~short-term investments, high inflation could significantly reduce~~ the ~~value~~financial ~~and purchasing power of these assets~~statements.

24Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

~~Uncertainties~~As of December 31, 2018, our CEO evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Annual Report on Form 10-K. Disclosure controls and procedure include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure. Our Management is responsible for monitoring the process pursuant to which information is gathered and analyze such information to determine the extent to which such information requires disclosure in the reports filed with ~~respect~~the Securities and Exchange Commission. Based on such evaluation, our CEO has concluded that as of December 31, 2018, the Company’s disclosure controls and procedures were ineffective due to the ~~PRC~~Company’s lacks ~~legal~~of ~~system~~formal ~~could~~documented ~~adversely~~controls ~~affect~~and usprocedures applicable to all officers and directors. The Company is in the process of adopting formal documented controls.

WeAs of ~~conduct~~December 31, 2018, management assessed the effectiveness of our ~~business~~internal ~~primarily~~control ~~through~~over financial reporting based on the criteria ~~our~~for ~~subsidiaries~~effective ~~entities~~internal incontrol ~~China~~over ~~which~~financial ~~were~~reporting established in ~~2017.~~by ~~Our~~the ~~operations~~Committee inof ~~China~~Sponsoring ~~are~~Organizations ~~governed~~of bythe ~~PRC~~Treadway Commission’s ~~laws~~2013 Internal Control - Integrated Framework and ~~regulations~~SEC guidance on conducting such assessments. Based on that ~~Our~~evaluation, ~~subsidiaries~~they ~~are~~concluded ~~generally~~that, ~~subject~~during tothe ~~laws~~period covered by this report, such internal controls and ~~regulations~~procedures ~~applicable~~were not effective to ~~foreign~~detect ~~investments~~the ininappropriate ~~China~~application of US GAAP rules as more fully described below. ~~The~~This ~~PRC~~was ~~legal~~due ~~system~~to deficiencies that existed isin ~~based~~the ondesign ~~written~~or ~~statutes.~~operation ~~Prior~~of ~~court~~our ~~decisions~~internal ~~may~~controls beover ~~cited~~financial ~~for~~reporting ~~reference~~that ~~but~~adversely ~~have~~affected ~~limited~~our ~~precedential~~internal ~~value~~controls and that may be considered to be material weaknesses.

PRC laws and regulations have significantly enhanced the protections afforded to various forms of foreign investments in China for the past decades. However, China has not developed a fully integrated legal system and recently enacted laws and regulations may not sufficiently cover all aspects of economic activities in China. In particular, because these laws and regulations are relatively new, and because of the limited volume of published decisions and their nonbinding nature, the interpretation and enforcement of these laws and regulations involve uncertainties.17

~~Furthermore, the PRC legal system is based~~The inmatters ~~part~~involving oninternal ~~government~~controls ~~policies~~ and ~~internal~~procedures ~~rules,~~that ~~some~~our ofmanagement ~~which~~considered ~~are~~to ~~not~~be ~~published~~material onweaknesses aunder ~~timely~~the ~~basis or at all. As a result, we~~standards ~~may not be aware~~ of ~~our~~the ~~potential~~Public ~~violation~~Company ofAccounting ~~these~~Oversight ~~policies~~Board ~~and rules. In addition, any litigation in China may be protracted and result in substantial costs and diversion of resources and management attention.~~were:

~~Our~~(1) lack ~~subsidiaries~~of ~~and~~a ~~consolidated~~functioning ~~affiliated entities~~audit incommittee ~~China~~due ~~are~~to ~~subject~~a tolack ~~restrictions~~of ona ~~paying~~majority ~~dividends~~of independent members resulting in ineffective oversight in the establishment and ~~making~~monitoring ~~other~~of ~~payments~~required tointernal ~~our~~controls ~~holding~~and ~~company.~~procedures;

~~Rebel Group, Inc. is our holding company~~(2) ~~incorporated~~inadequate insegregation ~~the United States. As a result~~ of ~~the~~duties ~~holding~~consistent company structure, it currently relies on dividend payments from our subsidiaries in China. However, PRC regulations currently permit payment of dividends only out of accumulated profits, as determined in accordance with ~~PRC~~control accounting standards and regulations. Our subsidiaries in China are also required to set aside a portion of their after-tax profits according to PRC accounting standards and regulations to fund certain reserve funds. The PRC government also imposes controls on the conversion of RMB into foreign currencies and the remittance of foreign currencies out of China. We may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency. Furthermore, if our subsidiaries in China incur debt on their own in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments. If our subsidiaries in China are unable to pay dividends or make other payments to us, we may be unable to pay dividends on our common stocks.objectives;

~~Governmental~~(3) ineffective ~~control~~controls ofover ~~currency~~period ~~conversion may~~end ~~affect~~financial ~~the~~disclosure ~~value~~and ofreporting ~~your~~processes; ~~investment.~~and

~~The PRC government imposes controls on~~(4) ~~the~~do ~~convertibility~~not ofhave ~~RMB~~any into foreign currencies and, in certain cases, the remittance of foreign currency out of China. We receive most of our revenues in RMB. Under our current structure, our income at the US holding company level will primarily be derived from dividend payments from our PRC subsidiaries. Shortages in the availability of foreign currency may restrict the ability of our PRC subsidiaries to remit sufficient foreign currency to pay dividends or other payments to us, or otherwise satisfy their foreign currency denominated obligations. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and expenditures from tradefull-~~related~~time ~~transactions,~~accounting ~~can~~personnel bewho ~~made~~have ~~in foreign currencies without prior approval from the State Administration of Foreign Exchange, or SAFE, by complying with certain procedural requirements~~U. However, approval from appropriate government authorities is required where RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currenciesS. ~~The~~GAAP ~~PRC government may also at its discretion restrict access in the future to foreign currencies for current account transactions~~experience. If the foreign exchange control system prevents us from obtaining sufficient foreign currency to satisfy our currency demands, we may not be able to pay dividends in foreign currencies to our stockholders.

~~ITEM~~The aforementioned ~~1B.~~material ~~UNRESOLVED~~weaknesses ~~STAFF~~were ~~COMMENTS~~identified by our Chief Executive Officer in connection with the review of our financial statements as of December 31, 2018.

~~Disclosure~~Management believes that the material weaknesses set forth in ~~response~~items to(1), ~~this~~(2), ~~item~~(3) is and (4) above did not ~~required~~have an effect on our financial results. However, management believes that the lack of a ~~smaller~~functioning ~~reporting~~audit ~~company~~committee results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

~~ITEM~~Management’s Remediation ~~2. PROPERTIES~~Initiatives

~~Our~~In an ~~headquarters~~effort isto ~~located~~remediate in the ~~heart of~~identified ~~downtown~~material ~~Singapore~~weaknesses atand ~~7500A~~other ~~Beach~~deficiencies ~~Road,~~and ~~Unit~~enhance ~~13-313, The Plaza, Singapore. We pay~~ our ~~landlord~~internal ~~SGD 3~~controls,~~317.00~~ ~~(USD~~we ~~$2,480)~~have asinitiated, ~~rent~~or ~~per~~plan ~~month. We are renting the property on a month~~ to ~~month basis~~initiate, the ~~Company~~following ~~plans~~series to move to bigger premises. The Company’s new operation headquarters is located in Shanghai at the Grand Gateway, No. 1 Hongqiao Road, Xuhui District, Shanghai 200030 pursuant to a lease agreement with a monthly rent of ~~RMB 80,000 (USD $16,400). The lease will expire on December 14, 2020.~~measures:

~~ITEM~~We plan 3.to ~~LEGAL~~appoint ~~PROCEEDINGS~~one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.

~~From time to time, we may become involved~~Management inbelieves ~~various~~that ~~lawsuits and legal proceedings which arise in~~ the ~~ordinary~~appointment ~~course~~ of ~~business. Litigation~~one isor ~~subject~~more tooutside ~~inherent uncertainties~~directors, ~~and~~who anshall ~~adverse~~be ~~result~~appointed ~~in these or other matters may arise from time~~ to ~~time~~a ~~that~~fully ~~may~~functioning ~~harm~~audit ~~our business. There~~committee, ~~are~~may ~~currently~~remedy nothe ~~legal~~lack ~~proceedings~~of ora ~~claims~~functioning ~~that~~audit wecommittee ~~believe~~and ~~will~~a ~~have~~lack of a ~~material~~majority ~~adverse~~of ~~effect~~outside directors on our ~~business, financial condition or operating results~~Board.

~~ITEM~~We 4anticipate that these initiatives may be at least partially, if not fully, implemented by August 31, 2019. ~~MINE~~Additionally, ~~SAFETY~~we ~~DISCLOSURES~~plan to test our updated controls and remediate our deficiencies by August 31, 2019.

~~Not~~Changes in ~~applicable.~~Internal Controls Over Financial Reporting

As reported on the Form 8-K filed by the Company on June 1, 2018, Mr. Tomas Urbanec notified the Company of his resignation as a member of the board of directors of the Company, effective immediately on May 25, 2018.

~~PART~~As reported IIon the Form 8-K filed by the Company on October 9, 2018, Mr. Chow Hong Ong notified the Company of his resignation as a member of the board of directors of the Company, effective immediately on September 28, 2018.

~~ITEM~~Other than 5the foregoing, there was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting. ~~MARKET~~However, ~~FOR~~since ~~REGISTRANT’S~~the ~~COMMON~~end ~~EQUITY~~of the last completed fiscal year, ~~RELATED~~we ~~STOCKHOLDER~~have ~~MATTERS~~appointed ~~AND~~Mr. ~~ISSUER~~Benjamin ~~PURCHASES~~Cher OFas ~~EQUITY~~a ~~SECURITIES~~member of the Board of Directors, effective May 7, 2019, as reported on the Form 8-K filed by the Company on May 14, 2019.

~~There is limited public trading market~~Attestation ~~for~~Report ~~our~~of ~~Common~~Registered ~~Stock,~~Public ~~which~~Accounting ~~is quoted on the OTC Markets OTCQB under the symbol “REBL.”~~Firm

~~The market price of our Common Stock is~~This ~~subject~~annual toreport ~~significant~~does ~~fluctuations~~not ininclude ~~response~~an toattestation ~~variations~~report inof ~~our~~the ~~quarterly~~Company’s ~~operating~~registered ~~results,~~independent ~~general~~public ~~trends~~accounting infirm ~~the market~~regarding ~~and~~internal ~~other~~control ~~factors,~~ over ~~many~~financial ~~of which we have little or no control~~reporting. InManagement’s ~~addition,~~report ~~broad~~was ~~market~~not ~~fluctuations,~~subject asto ~~well~~attestation asby ~~general economic, business and political conditions, may adversely affect~~ the ~~market~~Company’s ~~for our Common Stock, regardless of our actual or~~registered ~~projected~~independent ~~performance.~~public ~~Our~~accounting ~~common~~firm ~~stock~~pursuant ~~did not trade prior~~ to ~~June~~rules ~~18,~~of ~~2013. Trading in stocks quoted on~~ the ~~OTCQB~~Securities ~~is often thin~~ and isExchange ~~characterized~~Commission ~~by wide fluctuations in trading prices due to many factors~~ that ~~may~~permit ~~have~~the ~~little~~Company to doprovide only ~~with a company~~management’s ~~operations~~ orreport ~~business~~in ~~prospects.~~this WeAnnual ~~cannot~~Report ~~assure~~on ~~you~~Form ~~that there will be a market for our common stock in the future~~10-K.

~~OTCQB securities are not listed or traded~~ITEM ~~on the floor of an organized national or regional stock exchange~~9B. ~~Instead,~~OTHER ~~OTCQB securities transactions are conducted through a telephone and computer network connecting dealers in stocks.~~INFORMATION

~~For the periods indicated, the following table sets forth the high and low bid prices per share of common stock~~None. The following quotations reflect the high and low bids for our shares of common stock based on inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

Fiscal Year 2017	High Bid		Low Bid
First Quarter	$	1.55	$	1.55
Second Quarter	$	1.55	$	1.55
Third Quarter	$	2.65	$	1.55
Fourth Quarter	$	5.00	$	2.00

Fiscal Year 2016	High Bid		Low Bid
First Quarter	$	1.55	$	1.01
Second Quarter	$	1.50	$	1.11
Third Quarter	$	1.50	$	0.61
Fourth Quarter	$	1.61	$	1.10

PART III

AsITEM 10. ~~of April 13~~DIRECTORS, ~~2018,~~EXECUTIVE ~~the~~OFFICERS ~~last~~AND ~~sale price~~CORPORATE ~~reported on the OTCQB for the Company’s Common Stock was approximately $3.70 per share.~~GOVERNANCE

26The name, age and titles of our executive officer and director is as follows:

Common Stock

Name	Age	Position
Aan Yee Leong	34	President, Chief Executive Officer and Director
Khian Kiee Leong	69	Chairman
Chow Hong Ong (1)	79	Director
Tomas Urbanec (2)	52	Director
Chee Keong Teng	45	Director
Benjamin Cher	41	Director

~~Our authorized capital stock consists of~~(1) ~~500,000,000 shares of common stock, with a par value of $0~~Mr.~~0001~~ ~~per~~Chow ~~share,~~Hong ~~and~~Ong ~~100,000,000~~resigned ~~shares~~from ofhis ~~preferred~~position ~~stock, par value $0.0001 per share. Our common stock is entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election of directors. Except~~ as ~~otherwise~~Director required by law or provided in any resolution adopted by our board of directors with respect to any series of preferred stock, the holders of our common stock will possess all voting power. Generally, all matters to be voted on bySeptember ~~stockholders must be approved by a majority (or~~28, in the case of election of directors, by a plurality) of the votes entitled to be cast by all shares of our common stock that are present in person or represented by proxy, subject to any voting rights granted to holders of any preferred stock. Holders of our common stock representing fifty percent (50%) of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our Articles of Incorporation. Our Articles of Incorporation do not provide for cumulative voting in the election of directors.2018

~~Subject to any preferential rights of any~~(2) ~~outstanding~~Mr. ~~series~~Tomas ofUrbanec ~~preferred~~resigned ~~stock created by our board of directors~~ from ~~time~~his toposition ~~time,~~as ~~the~~Director ~~holders~~on ofMay ~~shares of our common stock will be entitled to such dividends (cash~~25, ~~stock, or otherwise) as may be declared from time to time by our board of directors from funds available therefore~~2018.

~~Subject~~(3) toMr. ~~any~~Cher ~~preferential~~was ~~rights~~appointed ofas ~~any outstanding~~a ~~series~~member of ~~preferred~~the ~~stock~~Board ~~created from time to time by our board~~ of ~~directors,~~Directors ~~upon~~on ~~liquidation,~~May ~~dissolution or winding up~~7, ~~the holders of shares of our common stock will be entitled to receive pro rata all assets available for distribution to such holders~~2019.

InMr. Aan ~~the~~Yee ~~event~~Leong, ofage ~~any~~34, ~~merger~~has ormanagerial ~~consolidation~~experience in project management, financial management, financial reporting, and budgeting. ~~with~~He orhas ~~into~~the ~~another~~passion ~~company~~and inenthusiasm ~~connection~~for ~~with~~mixed ~~which~~martial ~~shares~~arts and is the founder of ~~our~~Rebel ~~common~~FC. ~~stock~~From ~~are~~October ~~converted~~2013, ~~into~~he orserves ~~exchangeable~~as ~~for~~an ~~shares~~executive ofdirector ~~stock,~~in ~~other~~SCA ~~securities~~Capital orLimited ~~property~~and ~~(including~~Rebel ~~cash)~~FC. From May 2013, ~~all~~he ~~holders~~started ofto ~~our~~work ~~common~~as ~~stock~~an ~~will~~executive bedirector ~~entitled~~of Pure Heart. From March 2007 to ~~receive~~October ~~the~~2008, ~~same~~he ~~kind~~ worked as a finance and ~~amount~~administrative executive in KKL Management Consultants Pte Ltd. From January 2012 to December 2012, he was a manager of ~~shares~~KK Leong & Partners. Mr. Justin Leong graduated from University of ~~stock~~London ~~and~~with a ~~other~~Bachelor ~~securities~~of Science (Hons) in Banking and ~~property~~Finance ~~(including~~in ~~cash)~~2007. ~~Holders~~The Board of ~~our~~Directors ~~common~~reached ~~stock~~a ~~have~~conclusion nothat ~~pre-emptive~~Mr. Justin Leong ~~rights,~~should noserve ~~conversion~~as ~~rights~~a ~~and~~Director ~~there~~of ~~are~~the noCompany ~~redemption~~based ~~provisions~~on ~~applicable~~his toexperience ~~our~~in ~~common~~financial ~~stock~~management.

AsMr. Khian Kiee Leong, age 69, has over 30 years professional experience in advisory and consultant business, serving both multinational and regional companies across a wide range of industries. He provides advice and support for the ~~date~~Company ofon ~~this~~its ~~report~~strategic planning. From October 2014, ~~there~~he ~~were 45~~serves as director in Rebel FC and SCA Capital. From June,~~653~~ 2013,~~868~~ ~~shares~~he acts as a director of ~~common~~Pure ~~stock~~Heart. ~~issued~~Since March 1994, he serves as the managing partner of KK Leong & Partners and ~~outstanding~~CEO of KKL Consultancy Services Pte. Ltd. Mr. Leong graduated from Nanyang University majored in Accounting in Singapore in 1972 and he is chartered accountant of the Institute of Chartered Accountants in England and Wales. The Board of Directors reached a conclusion that Mr. Leong should serve as a Chairman of the Company based on his extensive experience in management.

27Mr. Chow Hong Ong, age 79, has held the positions of Chief Accountant, Chief Internal Auditor and Director (Audit & Systems) in the Port of Singapore Authority (“PSA”) for 15 years. He was the General Manager of SPECS Consultants Pte Ltd, the consulting agency of the PSA. Previously he worked in the Internal Audit Department of ESSO Berhad in Kuala Lumpur, Malaysia and in a public accountants firm in Perth, Australia. He had also held the position of CEO of Superior Multi-Packaging Ltd, Singapore. Mr. Ong served as a director and Chairman of Audit Committee of the public-listed companies of Vicom Ltd from 1980 to 2008. He also held position as a director in Superior Multi-Packaging Ltd and Airocean Ltd. in Singapore. He was a director of Cisco Recall Pte Ltd, a joint venture of Cisco Pte Ltd, Singapore and Bramble Ltd of Australia from 1998 to 2004. He was also a director of Hoover Stainless Pte Ltd, Singapore from 1997 to 2003. Mr. Ong served as a Councilor and Chairman of Audit Committee of Aljunied Town Council, Singapore. He served as a member of Audit Committee of National Council of Social Service, Singapore. He was also the Chairman of Audit Committee of Orchid Country Club, Singapore. Mr. Ong was conferred the National Public Administration Medal (Bronze) for his service in the Port Singapore Authority and the Friend of Labour Award by Singapore Labour Foundation (SLF) for his contributions in Vicom Ltd. Mr. Ong held a diploma in Accountancy from the Perth Technical College, Australia. He was a Fellow of Certified Public Accountants (Australia). Mr. Chow Hong Ong resigned from his position as Director on September 28, 2018 due to personal reasons.

~~Preferred Stock~~19

~~The~~Mr. Tomas ~~Company’s~~Urbanec, ~~Board~~age of52, ~~Directors~~ is ~~authorized~~an byaccomplished ~~its~~international ~~Articles~~executive, with over 17 years of ~~Incorporation~~experience toin ~~issue~~global ~~Preferred~~consumer ~~Stock~~financial services. ~~from~~Mr. ~~time~~Urbanec tohas ~~time~~held leadership positions with businesses in ~~one~~some orof ~~more~~the ~~series~~major ~~with~~financial ~~such~~capitals ~~designations~~of the world, with ~~preferences~~regional ~~and~~assignments ~~relative~~in ~~participating~~Hong Kong, ~~optional~~Athens, orTokyo, ~~other~~Shanghai ~~special~~and ~~rights~~Singapore. ~~and~~His ~~qualifications,~~most ~~limitations~~recent orrole ~~restrictions,~~was ~~thereof,~~ as ~~shall~~the beChief ~~stated~~Executive inOfficer and ~~the~~Executive ~~resolutions~~Director ~~adopted~~of byPrudential ~~the~~Assurance Company’s ~~Board~~Singapore, ofwhich ~~Directors~~is ~~providing~~of ~~for~~one of the ~~issuance~~largest life insurance companies in Singapore and is part of the ~~Preferred Stock~~Prudential UK group. ~~The~~Prior ~~Company’s~~to ~~Board~~his appointment as Chief Executive Officer of ~~Directors~~Prudential isAssurance ~~authorized~~Company Singapore, Mr. ~~within~~Urbanec ~~any~~was ~~limitations~~the ~~prescribed~~Chief byMarketing ~~law~~ and ~~the~~Partnerships ~~Company’s~~Distribution ~~Articles~~Officer for Prudential Singapore from 2009 to 2013. Mr. Urbanec ofalso ~~Incorporation,~~served as Regional Strategic Marketing Officer for Prudential Corporation Asia from 2008 to ~~fix~~2009. ~~and~~Before ~~determine~~joining Prudential, Mr. Urbanec was the ~~designations,~~Executive ~~rights,~~Vice ~~qualifications,~~President ~~preferences,~~of ~~limitations~~Personal ~~and~~Lines ~~terms~~for ACE Insurance Group (now known as Chubb Insurance) from 2004 to 2008. Mr. Urbanec holds a Masters of Business Administration from the ~~shares~~ Weatherhead School of ~~any~~Management ~~series~~at Case Western Reserve University in Cleveland Ohio and a Bachelor’s of ~~Preferred~~Science ~~Stock~~in Finance from Indiana University in Bloomington Indiana. ~~There~~Mr. Tomas isUrbanec noresigned ~~preferred~~from ~~stock~~his ~~issued~~position oras ~~outstanding~~Director aton ~~the~~May ~~date~~25, of2018 ~~this~~due ~~Current~~to ~~Report~~personal reasons.

~~Warrants~~Mr. Chee Keong Teng, age 45, is a trader and manager, with over 18 years of experience in the oil and gas industry. Over the years, Mr. Teng has held key management positions with various companies. Key appointments include Managing Director of Singapore based G-Fuel, as well as the role of General Manager with SGX listed company Chemoil, one of the world’s leading independent oil traders. Mr. Teng was the team leader overseeing Chemoil’s trading operations for the Asia Pacific and Middle East regions. Prior to his appointment in Chemoil, Mr. Keong was the trading manager of one of Saudi Arabia’s largest independent oil trading firms, Bakri Trading Co. Mr. Teng also served as an analyst in global energy markets with Platts specializing in fuel oil, middle distillates and freight. He has a strong background in risk management, business development and managing partnerships. Mr. Teng holds a Bachelor’s degree in Mathematics and Psychology from the National University of Singapore.

~~There~~Mr. ~~are~~Benjamin ~~currently~~Cher, noage 41, ~~outstanding~~is ~~warrants~~a seasoned professional with more than 15 years of experience in banking, private equity, strategic planning and general management. From May 2014 to March 2016, Mr. Cher served as a senior private banker for Credit Suisse AG. Mr. Cher founded Aetius Capital in 2016 and has been serving as its CEO since then. Mr. Cher received his Master’s degree in Management Science & Engineering from Stanford University in 2001. He received his Bachelor of Engineering degree in Electrical & Electronic Engineering from Imperial College London in 2000.

~~Options~~Significant Employees

~~There~~We do not have significant employees who are ~~currently~~not noour ~~outstanding~~executive ~~options~~officers or directors.

~~Holders~~Director Independence

AsWe are not currently subject to listing requirements of ~~December~~any ~~31,~~national ~~2017,~~securities weexchange ~~had~~or ~~42,797,008~~inter-dealer quotation system which has ~~shares~~requirements that a majority of ~~our~~the ~~common~~board ~~stock~~of ~~par~~directors ~~value,~~be ~~$.0001~~“independent” and, ~~issued~~as ~~and~~a ~~outstanding~~result, aswe ofare ~~today’s~~not ~~date~~at this ~~number~~time required isto ~~45,653,868.~~have ~~There were~~our ~~approximately~~Board ~~454~~of ~~beneficial~~Directors ~~owners~~comprised of ~~our~~a ~~common~~majority ~~stock~~of as“independent directors.” None of ~~December~~our ~~31,~~directors are ~~2017~~independent directors under the applicable standards.

~~Transfer Agent and Registrar~~Family Relationships

The Chairman, ~~Transfer~~Mr ~~Agent~~Khian ~~for~~Kiee ~~our~~Leong ~~capital stock~~ is ~~Island~~the ~~Stock~~father ~~Transfer~~of ~~with~~the anChief ~~address~~Executive ~~at 15500 Roosevelt Boulevard~~Officer, ~~Suite~~Mr ~~301,~~Aan ~~Clearwater,~~Yee ~~Florida 33760~~Leong. ~~Their telephone number is Office phone: 727-289-0010.~~

~~Penny~~Involvement in ~~Stock~~Certain ~~Regulations~~Legal Proceedings

~~The Securities and Exchange Commission~~During ~~has~~the ~~adopted~~past ~~regulations~~10 ~~which~~years, ~~generally define “penny stock”~~ to beour anknowledge, ~~equity~~except ~~security~~as ~~that~~described ~~has~~below, anone ~~market price~~ of ~~less than~~our ~~$5.00~~present ~~per~~or ~~share.~~former ~~Our Common Stock~~directors, ~~when~~executive ~~and~~officers ~~if a trading market develops, may fall within the definition of penny stock and~~or bepersons ~~subject~~nominated to ~~rules~~become ~~that~~directors ~~impose~~or ~~additional~~executive ~~sales~~officers ~~practice~~has ~~requirements~~been onthe ~~broker-dealers~~subject ~~who~~of ~~sell~~any ~~such securities to persons other than established customers and accredited investors (generally those with assets in excess~~ of ~~$1,000,000,~~the ~~or annual incomes exceeding $200,000 individually, or $300,000, together with their spouse).~~following:

28(1) A petition under the federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two (2) years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two (2) years before the time of such filing;

~~For transactions covered by these rules,~~(2) ~~the~~Such ~~broker-dealer~~person ~~must~~was ~~make~~convicted in a ~~special~~criminal ~~suitability~~proceeding ~~determination~~or ~~for~~is ~~the purchase of such securities and have received the purchaser’s prior written consent to the transaction. Additionally, for any transaction, other than exempt transactions, involving~~ a ~~penny stock,~~named ~~the~~subject ~~rules require the delivery, prior to the transaction,~~ of a ~~risk~~pending ~~disclosure~~criminal ~~document~~proceeding ~~mandated~~(excluding bytraffic ~~the Securities and Exchange~~violations ~~Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer~~ and ~~the~~other ~~registered~~minor representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Consequently, the “penny stock” rules may restrict the ability of broker-dealers to sell our Common Stock and may affect the ability of investors to sell their Common Stock in the secondary market.offenses);

~~In addition to the “penny stock” rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory Authority~~ (~~“FINRA”~~3) ~~has~~Such ~~adopted~~person ~~rules~~was ~~that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that~~ the ~~investment~~subject isof ~~suitable~~any ~~for that customer. Prior to recommending speculative low priced securities to their non-institutional customers~~order, ~~broker-dealers must make reasonable efforts to obtain information about the customer’s financial status~~judgment, ~~tax~~or ~~status~~decree, ~~investment~~ ~~objectives~~not ~~and~~subsequently ~~other~~reversed, ~~information.~~suspended ~~Under~~or ~~interpretations~~vacated, of ~~these~~any ~~rules,~~court ~~FINRA believes that there is a high probability~~of ~~that~~competent ~~speculative~~jurisdiction, ~~low-priced~~permanently ~~securities~~or ~~will~~temporarily ~~not~~enjoining behim ~~suitable~~or ~~for~~her atfrom, ~~least~~or ~~some~~otherwise ~~customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock~~limiting, ~~which may limit~~ the ~~investors’~~following ~~ability to buy and sell our stock.~~activities:

~~Dividend~~(i) Acting ~~Policy~~as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

We have not paid any cash dividends to our shareholders. Any future determination as to the declaration and payment of dividends on shares of our Common Stock will be made at the discretion of our board of directors out of funds legally available for such purpose. We are under no contractual obligations or restrictions to declare or pay dividends on our shares of Common Stock. In addition, although we currently have no plans to pay any cash dividends, as discussed above, the Company is in the process of preparing and approving a revised Plan of Disposition with regard to the 3,891,000 shares of MOXC which are currently held by the Company, pursuant to which the Company plans to distribute, as a dividend, the MOXC shares to the Company’s shareholders as of January 29, 2015, on a pro-rata basis, that would have been entitled to share in the proceeds of the sale of the MOXC shares by the Company under the original Plan of Disposition, if the Company had consummated such sale.20

~~Equity~~(ii) Engaging ~~Compensation~~in ~~Plan~~any ~~Information~~type of business practice; or

~~Currently,~~(iii) Engaging ~~there~~in isany noactivity ~~equity~~in ~~compensation~~connection ~~plan~~with the purchase or sale of any security or commodity or in ~~place~~connection ~~for~~with any violation ~~the~~of ~~Company.~~Federal or State securities laws or Federal commodities laws;

29(4) Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than sixty (60) days the right of such person to engage in any activity described in paragraph (3)(i) above, or to be associated with persons engaged in any such activity;

~~Unregistered~~(5) Such ~~Sales~~person was found by a court of ~~Equity~~competent ~~Securities~~jurisdiction in a civil action or by the SEC to have violated any federal or state securities law, and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended, or vacated;

~~During~~(6) Such ~~January~~person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to ~~March~~have ~~2017,~~violated ~~the~~any ~~Company~~Federal ~~issued~~commodities ~~531~~law,~~430~~ ~~shares~~and ofthe ~~its~~judgment ~~Common~~in ~~Stock~~such ~~for~~civil ~~aggregate~~action ~~cash~~or ~~proceeds~~finding ~~totaling~~by ~~$265,715,~~the ~~pursuant~~Commodity toFutures ~~subscription~~Trading Commission ~~agreements~~has ~~entered~~not ~~into~~been ~~with~~subsequently ~~investors.~~reversed, suspended or vacated;

In(7) Such ~~May~~person ~~2017,~~was the ~~Company~~ ~~issued~~subject 2of,~~079,000~~ ~~shares~~or ofa ~~its~~party ~~Common Stock for aggregate cash proceeds totaling $1~~to,~~039,500,~~ ~~pursuant~~any tofederal ~~subscription agreements~~or ~~entered~~state ~~into~~judicial ~~with~~or ~~investors.~~administrative ~~On May 3~~order, ~~2017~~judgment, ~~the Company issued 70~~decree,~~000~~ ~~shares~~or ~~of its Common Stock to Mr. Chow Hong~~finding, ~~Ong~~not assubsequently ~~payment for his services in the capacity of a director of the Company. On May 3~~reversed, ~~2017,~~suspended ~~the~~or ~~Company issued 40~~vacated,~~000~~ ~~shares of~~relating ~~its Common Stock~~ to aan ~~service~~alleged ~~provider~~violation ~~as payment for his sponsorship services that he provided to the Company.~~of:

~~In June 2017, the~~(i) ~~Company~~Any ~~issued~~federal ~~997,000~~or ~~shares~~state ofsecurities ~~its~~or ~~Common~~commodities ~~Stock~~law ~~for~~or ~~aggregate~~regulation; cash proceeds totaling $549,500, pursuant to subscription agreements entered into with investors. On June 8, 2017, the Company issued 80,000 shares of its Common Stock as a professional fee to a service provider as payment for his services in securing fighters in China for Pure Heart for the Company’s events. On June 8, 2017, the Company issued 100,000 shares of its Common Stock as a professional fee to a service provider as payment for his services pursuant to a contract for services agreement dated May 12, 2017, between such service provider and Pure Heart.or

~~During~~(ii) Any ~~July~~law toor ~~September~~regulation ~~2017,~~respecting ~~the~~financial ~~Company~~institutions ~~issued~~or ~~3,503,460~~insurance ~~shares of~~companies ~~its Common Stock~~including, ofbut ~~which~~not ~~(i)~~limited 1to,~~895,460~~ ~~shares~~a ~~were~~temporary ~~for~~or ~~services~~permanent injunction, ~~and~~order ~~placement~~of ~~fees~~disgorgement inor ~~lieu~~restitution, ofcivil ~~cash~~money ~~valued~~penalty ator ~~$947,730~~temporary ~~in an~~or ~~aggregate~~permanent cease-and-desist ~~(ii) 1~~order,~~608,000~~ ~~shares~~or ~~were~~removal or ~~sold~~prohibition toorder; ~~investors for gross proceeds totaling $804,000.~~or

~~On October 1, 2017, as part of a Share Transfer Agreement between the Company, Pure Heart and Naixin Qi, an individual~~ (~~the “Shareholder”~~iii), ~~the~~Any ~~sole~~law ~~shareholder~~or ofregulation ~~Qingdao~~prohibiting ~~Quanyao~~mail ~~Sports~~or ~~Consulting~~wire ~~Ltd,~~fraud aor ~~company~~fraud ~~organized~~in ~~under~~connection ~~the~~with ~~laws~~any ofbusiness ~~PRC~~entity; ~~(the “Target Company”), the Company issued 12,000,000 shares of the Common Stock of the Company, par value $0.0001 per share.~~ or

~~In October~~(8) ~~and~~Such ~~December~~person ~~2017,~~was the ~~Company~~subject ~~issued 371~~of,~~000~~ ~~shares~~or ofa ~~its~~party ~~Common~~to, ~~Stock~~any ~~for~~sanction ~~aggregate~~or ~~cash~~order, ~~proceeds~~not ~~totaling~~subsequently ~~$361~~reversed,~~000~~ suspended or vacated, ~~pursuant~~of any toself-regulatory ~~subscription~~organization ~~agreements~~(as ~~entered~~defined ~~into~~in ~~with~~Section ~~investors.~~3(a)(26) Onof ~~October~~the ~~17,~~Exchange ~~2017~~Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the ~~Company~~Commodity ~~issued~~Exchange 25Act (7 U.S.C. 1(a)(29)),~~000~~ ~~shares~~or ofany ~~its~~equivalent ~~Common~~exchange, ~~Stock~~association, entity toor anorganization ~~employee~~that ashas ~~payment~~disciplinary ~~for~~authority ~~his~~over ~~long-term~~its ~~service~~members ~~award~~or persons associated with a member.

~~The~~Except as ~~above~~disclosed ~~issuances~~herein, ~~were~~we ~~made~~are ~~pursuant~~ not a party to any pending legal proceeding. To the ~~exemption~~knowledge ~~from~~of ~~registration~~our ~~contained~~management, inexcept ~~Regulation~~as Sdisclosed herein, ~~promulgated~~no ~~under~~federal, ~~the~~state ~~Securities~~or ~~Act~~local governmental agency is presently contemplating any proceeding against us.

~~Purchases~~Compliance with ofSection ~~Equity~~16(a) ~~Securities~~of by the ~~Registrant~~Exchange ~~and Affiliated Purchasers~~Act

We do ~~have~~ not ~~repurchased~~yet ~~any~~have ~~shares~~a class of ~~our common~~equity ~~stock~~securities ~~during~~registered under the ~~fiscal~~Securities ~~year~~Exchange ~~ended~~Act ~~December~~of 311934, ~~2017~~as amended. Hence, compliance with Section 16(a) thereof by our officers and directors is not required.

~~ITEM 6. SELECTED FINANCIAL DATA~~Board Committees

~~Disclosure~~The Company currently has not established any committees of the Board of Directors. Our Board of Directors may designate from among its members an executive committee and one or more other committees in ~~response~~the future. We do not have a nominating committee or a nominating committee charter. Further, we do not have a policy with regard to ~~this~~the ~~item~~consideration of any director candidates recommended by security holders. To date, other than as described above, no security holders have made any such recommendations. The entire Board of Directors performs all functions that would otherwise be performed by committees. Given the present size of our board, it is not ~~required~~practical offor aus ~~smaller~~to have committees. If we are able to grow our business and increase our operations, we intend to expand ~~reporting~~the ~~company~~size of our board and allocate responsibilities accordingly.

3021

~~ITEM~~Audit Committee 7.Financial ~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~Expert

~~This Current Report on Form 10-K contains~~We ~~forward-looking~~have ~~statements~~no ~~within~~separate ~~the~~audit ~~meaning~~committee ofat the federal securities laws. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as “anticipate,” “expect,” “intend,” “plan,” “will,” “we believe,” “management believes” and similar language. Except for the historical information contained herein, the matters discussed in this ~~“Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in this Current Report are forward-looking statements that involve risks and uncertainties~~time. The ~~cautionary~~entire ~~language~~Board ~~in this Current Report, provide examples~~ of ~~risks,~~Directors ~~uncertainties and~~oversees ~~events that may cause~~ our ~~actual~~audits ~~results~~and toauditing ~~differ materially from those projected~~procedures. ~~Except as may be required by law, we undertake~~Neither noof ~~obligation~~our todirectors ~~update~~is ~~any~~an ~~forward-looking~~“audit ~~statement~~committee tofinancial ~~reflect~~expert” ~~events~~within ~~after~~ the ~~date~~meaning of ~~this~~Item ~~Current~~407(d)(5) ~~Report~~of onSEC ~~Form~~Regulation 10S-K.

~~The “Company”, “we,”~~Compensation “us,” and “our,” in this Management’s Discussion and Analysis of Financial Condition and Plan of Operation refer to the combined business of (i) Rebel FC;(ii) Pure Heart; (iii) SCA Capital; (iv) Rebel Shanghai; and (v) QuanyaoCommittee

~~Overview~~We have no separate compensation committee at this time. The entire Board of Directors oversees the functions which would be performed by a compensation committee.

~~The Company, through its subsidiaries,~~Code organizes promotes and hosts MMA events featuring top level athletic talent and delivering top quality events centered around Chinese fighters and fans. With assistance from contracted production crews, the Company produces and distributes, through the internet and social media, and sells the rights to distribute to television stations, videos of ~~its MMA events.~~Ethics

~~The Company seeks to promote MMA in China~~We ~~through~~have ~~hosting~~adopted ~~top~~a ~~quality~~code ~~matches,~~of ~~live~~ethics ~~TV broadcast and inspiring reality series~~ that ~~attract~~applies ~~talented~~to ~~fighters from~~ all ~~over the world. MMA is unarmed combat involving the use~~ of aour ~~combination~~directors, ofofficers ~~techniques~~and ~~from~~employees, ~~different~~including ~~disciplines~~our ofprincipal ~~martial arts, including,~~executive ~~without limitation~~officer, ~~grappling,~~principal ~~submission~~financial ~~holds,~~officer ~~kicking~~ and ~~striking~~principal accounting officer. The ~~styles~~code ~~of martial arts range from Brazilian Jiu-Jitsu~~addresses, ~~Judo,~~ ~~Karate,~~among ~~Boxing,~~other ~~Muay Thai~~things, ~~Wrestling,~~honesty ~~Jeet~~and ~~Kune Do~~ethical conduct, ~~Taekwondo,~~conflicts ~~Sanshou and various other forms~~ of ~~martial arts. Unlike boxing~~interest, ~~where~~ ~~athletes~~compliance ~~can only strike~~ with ~~their~~laws, ~~fists~~regulations and ~~only above the belt~~policies, ~~the~~including ~~fighters~~disclosure inrequirements ~~MMA~~under ~~can~~the ~~use~~federal securities ~~punches~~laws, ~~kicks~~confidentiality, ~~elbows,~~trading ~~knee strikes,~~on ~~takedowns~~inside information, and ~~submissions~~reporting toof ~~win~~violations aof ~~contest~~the code.

~~The Company successfully held two events~~ITEM ~~in 2017~~11. OnEXECUTIVE August 12, 2017, an event titled Battle Royal: Quest for Glory was held at Kerry Hotel in Pudong, Shanghai together with Quanyao. On September 2, 2017, the Company held another event titled China vs. The World at Shenzhen Stadium in Shenzhen together with Quanyao. This event was broadcast live on Qingdao TV and several major social media platforms. For the two events in year 2017, Quanyao paid Pure Heart USD200,000 per event for royalty and management fee in accordance with 2017 Cooperation Agreement.COMPENSATION

The following is a summary of the compensation we paid to our executive officers, for the two fiscal years ended December 31, 2018 and 2017.

~~The Company plans to hold eight events~~Summary inCompensation in 2018 with two in Shanghai, two in Guangzhou, two in Shenzhen and two in Beijing. The first event in 2018 which will be held on April 29, 2018 again at Kerry Hotel in Shanghai. Events in 2018 will be broadcast live by Guangdong Sports TV, and other satellite TV stations where negotiations are ongoing and major social media platforms. However, there can be no assurance that such events will occur, or even if they do occur there can be no guarantee that such events will be successful or profitable.Table

As of December 31, 2017, our retained earnings were $5,283,484. Our stockholders’ equity was $16,945,079.

Name and Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards		Non-equity incentive plan compensation ($)		Change in pension value and nonqualified deferred compensation earnings ($)		All Other Compensation		Total
Aan Yee Leong, Justin(1)	2018	$	122,757		-		-		-		-		-		-	$	122,757
	2017	$	130,374		-		-		-		-		-		-	$	130,374
Khian Kiee Leong(2)	2018	$	130,792		-		-		-		-		-		-	$	130,792
	2017	$	54,323		-		-		-		-		-		-	$	54,323

Results of Operations

(1)	Aan Yee Leong, Justin is serving as the President, CEO and principal financial officer of Rebel FC since January 30, 2015.
(2)	Mr. Leong is serving as Chairman and director of Rebel FC since January 30, 2015.

~~For the year ended December 31, 2017 compared with the year ended December 31, 2016~~ 22

~~Gross Revenues~~ Director Compensation

The ~~Company made sales revenues from operations~~ offollowing ~~$393,185~~table insets forth the ~~year~~compensation ~~ended~~paid ~~December 31, 2017 compared~~ to ~~$245,763~~our ~~being~~directors ~~generated~~during in the ~~year~~years ended December 31, ~~2016~~2018 and 2017.

The Company’s sales revenue of $393,185 in the year ended December 31, 2017 primarily came from fees received by Pure Heart for holding events in China, Battle Royal: Quest for Glory and China Vs The World, and for our Chinese associate for which we received management fees.

Name and Position	Year	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Option Awards		All Other Compensation		Total
Aan Yee Leong(1)	2018	$	-		-		-		-	$	-
	2017	$	43,466		-		-		-	$	43,466
Khian Kiee Leong(2)	2018	$	-		-		-		-	$	-
	2017	$	50,701		-		-		-	$	50,701
Chow Hong Ong(3)	2018	$	-		60,000		-		-	$	60,000
	2017	$	-	$	70,000		-		-	$	70,000
Chee Keong Teng(4)	2018	$	-		-		-		-		-
	2017	$	-		-		-		-		-
Tomas Urbanec(5)	2018	$	29,658	$	366,000		-		-	$	395,658
	2017	$	17,383	$	100,000		-		-	$	117,383

Operating Expenses

(1)	Mr. Aan Yee Leong serves as executive director of Pure Heart since May 2013.
(2)	Mr. Aan Yee Leong serves as a director of Pure Heart since June 2013.
(3)	Mr. Chow Hong Ong was appointed as a director to the Company’s board of directors on June 30, 2015. Mr. Chow Hong Ong resigned from his position as Director on September 28, 2018
(4)	Mr. Chee Keong Teng was appointed as a director of the Company’s board of directors on May 9, 2017.
(5)	Mr. Tomas Urbanec was appointed as a director of the Company’s board of directors on January 26, 2017. Mr. Tomas Urbanec resigned from his position as Director on May 25, 2018

~~Operating expenses for the year ended December~~Aggregated ~~31,~~Option ~~2017~~Exercises and ~~year~~Fiscal ~~ended~~Year-End ~~December~~Option ~~31,~~Value ~~2016 were $2,515,465 and $456,971, respectively. The expenses consisted of filing fees, professional and consultants’ fees, payroll and benefits and other general expenses.~~Table

~~General~~There were ~~and~~no ~~administrative~~stock ~~expenses~~options ~~increased as~~exercised wesince ~~incurred~~the ~~additional~~date ~~costs~~of toinception ~~support~~of the ~~planned~~Company ~~growth~~through the date of ~~our~~this ~~business~~Report by the executive officers named in the Summary Compensation of REBL.

32Long-Term Incentive Plan (“LTIP”) Awards Table

~~Net~~There were ~~Loss~~no awards made to any named executive officers in the last completed fiscal year under any LTIP.

~~Net loss for the year ended December 31,~~Employment 2017 was $2,195,366 as compared to $188,195 for year ended December 31, 2016. Basic and diluted net loss per share amounted $0.08 and $0.01 respectively for the year ended December 31, 2017 and year ended December 31, 2016.Agreements

~~The increase of net loss for the year ended~~We ~~December~~currently ~~31,~~do ~~2017~~not ~~compared~~have toany ~~the~~employment ~~year~~agreements ~~ended~~with ~~December~~our ~~31,~~directors ~~2016~~or ~~was~~executive ~~due to increased filing fees, professional fees, payroll and benefits~~officers.

~~Liquidity~~Compensation of ~~and Capital Resources~~ Directors

AsFor the offiscal year ended December 31, ~~2017~~2018, wetwo ~~had working~~of ~~capital~~the ~~deficiency~~directors ofreceived ~~$1,739,033~~compensation ~~consisting~~for oftheir ~~cash~~service onas ~~hand~~a director of ~~$40,372~~the asCompany. Mr. ~~compared~~Chow toHong ~~working~~Ong ~~capital~~received ~~deficiency~~60,000 shares of the Company’s common stock and Mr. Tomas Urbanec received $~~382~~29,~~642~~658 ~~and~~in cash onand 416,000 ~~hand~~shares of ~~$22,321~~the asCompany’s common stock. We do not currently have an established policy to provide compensation to members of ~~December~~our ~~31,~~Board ~~2016~~of Directors for their services in that capacity.

~~Net cash used in operating activities for~~Option the year ended December 31, 2017 was $3,498,642 as compared to $261,006 for the year ended December 31, 2016. The cash used in operating activities for the financial year ended December 31, 2017 are mainly for filing fees, professional fees, payroll and benefits.Plan

~~Net~~We currently ~~cash~~do ~~used~~not inhave ~~investing~~any ~~activities~~stock ~~for the~~option ~~year~~plan. ~~ended December 31~~However, ~~2017~~we ~~was~~may ~~$16,993~~issue asstock ~~compared~~options pursuant to ~~$1,589~~a ~~for~~stock option plan in the ~~year~~future. Such ~~ended~~stock ~~December~~options ~~31,~~may ~~2016.~~be ~~The~~awarded ~~cash~~to ~~used~~management, inemployees, ~~investing activities~~members ~~are~~of ~~mainly~~the ~~due~~Company’s toBoard ~~purchase~~of Directors and consultants of ~~fixed~~the ~~assets~~Company.

Net cash provided by financing activities for the year ended December 31, 2017 was $3,484,711 as compared to $229,260 for the year ended December 31, 2016. The cash provided by financing activities for the year ended December 31, 2017 are mainly from issuing of shares. Our operating results for future periods are subject to numerous uncertainties and it is uncertain if we will be able to maintain profitability and continue growth for the foreseeable future. If management is not able to increase revenue and manage operating expenses in line with revenue forecasts, the Company may not be able to maintain profitability.23

~~We will require additional capital to continue~~Item to12. ~~operate~~Security ~~and~~Ownership ~~expand our business and we are currently raising capital through the sale~~ of ~~equity.~~Certain ~~Sources~~Beneficial ofOwners additional capital through various financing transactions or arrangements with third parties may include equity or debt financing, bank loans or revolving credit facilities. We may not be successful in locating suitable financing transactions in the time period required or at all, and weManagement ~~may not obtain the capital we require by other means. Our inability to raise additional funds when required may have a negative impact on our operations, business development~~ and ~~financial~~Related ~~results.~~Stockholder Matters

OnThe following ~~March~~table ~~16,~~sets ~~2018,~~forth ~~the~~certain ~~Company entered~~information ~~into~~regarding ~~a Subscription Agreement (~~the ~~“Subscription~~beneficial ~~Agreement”)~~ownership ~~with~~of ~~Shaw~~the ~~Chai~~Company’s LiCommon ~~Howard,~~Stock aas ~~third~~of ~~party~~the ~~investor~~date ~~(the~~herein ~~“Investor”~~by (i). ~~The~~each ~~Investor~~stockholder isknown ~~expected~~by ~~to remit three equal installments in~~ the ~~amount~~Company ofto ~~$1 million~~be ~~each, and $3 million in~~ the ~~aggregate,~~beneficial inowner ~~exchange~~of ~~for~~more ~~such~~than ~~numbers~~5% of the Company’s ~~common~~Common Stock ~~stock~~and as(ii) ~~determined pursuant~~by to the ~~terms~~directors and ~~conditions~~executive officers of the ~~Subscription Agreement~~Company. ~~Pursuant~~The toperson ~~the~~or ~~Subscription~~company ~~Agreement,~~named ~~all~~in ~~three installments~~the ~~are~~table ~~expected~~has tosole bevoting and ~~remitted~~investment ~~prior~~power towith ~~December~~respect ~~31,~~to ~~2018. The Company also received financial support commitments from~~ the ~~Company’s~~shares ~~major~~beneficially ~~shareholder~~owned.

We believe that available cash and cash equivalents, together with actions as mentioned above, should enable us to meet presently anticipated cash needs for at least the next 12 months after the date that the financial statements are issued. However, if we are unable to obtain the necessary additional capital on a timely basis and on acceptable terms, it will be unable to implement its current plans for expansion, repay debt obligations or respond to competitive pressures. Any of these factors would have a material adverse effect on its business, prospects, financial condition and results of operations and may raise substantial doubts about our ability to continue as a going concern.

Name and Address of Beneficial Owner	Positions with the Company	Title of Class	Amount and Nature of Beneficial Ownership (1)		Percent of Class (1)
Officers and Directors
Aan Yee Leong, Justin 7500A Beach Road #12-313 The plaza Singapore 199591	CEO and Director	Common Stock, $0.0001 par value		15,308,660		29.26	%

Khian Kiee Leong 7500A Beach Road #12-313 The plaza Singapore 199591	Chairman	Common Stock, $0.0001 par value		219,535		0.42	%

Chee Keong Teng Apt Blk 4, Sago Lane #14-103 Singapore 050004	Director	Common Stock, $0.0001 par value		1,500,000		2.87	%

All officers and directors as a group (5 persons named above)		Common Stock, $0.0001 par value		17,028,195		32.55	%

5% Securities Holders

Naixin Qi No. 5 Sichuan Road, Block 3, Unit 21, Shinan District, Qingdao City, Shandong China 266000		Common Stock, $0.0001 par value		3,000,000		5.735	%

~~Critical~~(1) ~~Accounting~~Beneficial ~~Policies~~ownership is determined in accordance with the rules of the Securities and ~~Estimates~~ Exchange Commission and generally includes voting or investment power with respect to securities. Beneficial ownership also includes shares of stock subject to options and warrants currently exercisable or exercisable within 60 days of the date of this table. In determining the percent of common stock owned by a person or entity as of the date of this Report, (a) the numerator is the number of shares of the class beneficially owned by such person or entity, including shares which may be acquired within 60 days on exercise of warrants or options and conversion of convertible securities, and (b) the denominator is the sum of (i) the total shares of common stock outstanding as of the date of this Annual Report is 52,313,151 shares), and (ii) the total number of shares that the beneficial owner may acquire upon exercise of the derivative securities. Unless otherwise stated, each beneficial owner has sole power to vote and dispose of its shares.

~~Use~~Changes in ~~of Estimates~~Control

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at dates of the financial statements and the reported amounts of revenue and expenses during the periodsNone. Actual results could differ from these estimates. Our significant estimates and assumptions include depreciation and the fair value of our stock, stock-based compensation, debt discount, goodwill and the valuation allowance relating to the Company’s deferred tax assets.

33Securities Authorized for Issuance under Equity Compensation Plans

~~Recently Issued Accounting Pronouncements~~None.

Reference is made to the “Recent Accounting Pronouncements” in Note 2 to the Financial Statements included in this Report for information related to new accounting pronouncement, none of which had a material impact on our consolidated financial statements, and the future adoption of recently issued accounting pronouncements, which we do not expect will have a material impact on our consolidated financial statements.24

~~Off-Balance~~ITEM 13. ~~Sheet~~CERTAIN ~~Arrangements~~RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE

AsOur policy ofis ~~December~~that ~~31,~~a ~~2017~~contract or transaction either between the Company and a director, weor ~~did~~between ~~not~~a ~~have~~director and another company ~~any~~in ~~off~~which he is financially interested is not necessarily void or void-~~balance~~able ~~sheet~~if ~~arrangements~~the relationship or interest is disclosed or known to the board of directors and the stockholders are entitled to vote on the issue, or if it is fair and reasonable to our company.

~~ITEM~~As 7Aof December 31, 2018, our Chairman, Mr. ~~QUANTITATIVE~~Leong ~~AND~~Khian ~~QUALITATIVE~~Kiee ~~DISCLOSURES~~has ~~ABOUT~~made ~~MARKET~~loans ~~RISK~~totaling $1,956,390 to the Company. The loans have no fixed terms of repayment due on demand and bear no interest. The loans were used by the Company in connection with preparations for events in China and the planned reality show. The amount due to Mr. Leong was mainly the unpaid salary and business related expenses, and has no fixed terms of repayment due on demand and bear no interest.

~~Disclosure~~As inof ~~response~~December 31, 2018, amount due to our ~~this~~CEO, ~~item~~Mr. isLeong ~~not~~Justin ~~required~~Aan ofYee awas ~~smaller~~totaling $702,170. The amount due to Mr. Leong was mainly the unpaid salary and business ~~reporting~~related ~~company~~expenses, and has no fixed terms of repayment due on demand and bear no interest.

~~ITEM~~Except the 8above transactions or as otherwise set forth in this report or in any reports filed by the Company with the SEC, the Company was not a party to any transaction (where the amount involved exceeded the lesser of $120,000 or 1% of the average of our assets for the last two fiscal years) in which a director, executive officer, holder of more than five percent of our common stock, or any member of the immediate family of any such person have or will have a direct or indirect material interest and no such transactions are currently proposed. ~~FINANCIAL~~The ~~STATEMENTS~~Company ~~AND~~is ~~SUPPLEMENTARY~~currently ~~DATA~~not a subsidiary of any company.

The Company’s ~~consolidated~~Board ~~financial~~conducts ~~statements, together~~an ~~with~~appropriate ~~the~~review ~~report~~ of ~~the independent registered public accounting firm thereon~~ and ~~the~~oversees ~~notes~~all ~~thereto,~~related ~~are~~party ~~presented~~transactions ~~beginning at~~on ~~page~~a ~~F-1.~~continuing ~~The~~basis ~~Company’s balance sheets as of December 31, 2016~~ and reviews ~~2017~~potential ~~and~~conflict ~~the related statements~~ of ~~operations~~interest ~~and~~situations ~~comprehensive loss,~~where ~~changes~~appropriate. inThe ~~stockholders’~~Board ~~equity~~has ~~and~~not ~~cash~~adopted ~~flows~~formal ~~for~~standards ~~the~~to ~~year~~apply ~~ended 2017 was audited by Friedman LLP (“Friedman”),~~when anit ~~independent registered public accounting firm~~reviews, ~~while~~approves ~~2016~~or ~~was~~ratifies ~~audited~~any byrelated ~~Dominic~~party Ktransaction.F. ~~Chan & Co. (“DKC”)~~However, ~~which as~~the aBoard ~~result~~believes ofthat the ~~Merger,~~related asparty ~~such~~transactions are ~~term~~fair ~~is defined in Item 9 of this report, became DCAW (CPA) Ltd (“DCAW”)~~ and ~~DCAW, succeeded~~reasonable to the ~~registration~~Company ~~status~~and ~~with~~on ~~the~~terms ~~PCAOB,~~comparable ofto ~~DKC,~~those ~~effective~~reasonably ~~from~~expected ~~May~~to 1,be ~~2016;~~agreed ~~DCAW thereafter changed its name~~ to ~~“Centurion ZD~~with ~~CPA Limited” on November 14, 2016, and therefore Centurion ZD CPA (“Centurion”) is an~~ independent ~~registered~~third ~~public~~parties ~~accounting~~for ~~firm. Both financial statements have been prepared in accordance with accounting principles generally accepted in~~ the ~~United~~same ~~States~~goods ~~of America~~ and/or ~~pursuant~~services toat ~~Regulation S-K as promulgated by~~ the ~~Securities~~time ~~and~~they ~~Exchange Commission (the “SEC”) and~~ are ~~included~~authorized ~~herein~~by ~~pursuant to Part II, Item 8 of this Form 10-K. The financial statements have been prepared assuming~~ the ~~Company~~ ~~will continue as a going concern~~Board.

34ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

~~ITEM~~The following 9.table ~~CHANGES~~shows INthe ~~AND~~fees ~~DISAGREEMENTS~~that ~~WITH~~were ~~ACCOUNTANTS~~billed ONfor ~~ACCOUNTING~~the ~~AND~~audit ~~FINANCIAL~~and ~~DISCLOSURE~~other services for the fiscal years of 2018 and 2017.

As reported by the Company in its Current Report on Form 8-K filed with the SEC on February 13, 2018, the Company received a letter from Centurion ZD CPA Ltd. (“CZD”), a copy of which was filed as Exhibit 16.1 to the Form 8-K, notifying the Company that as of February 10, 2018, CZD would be resigning as the Company’s independent registered public accounting firm.

	2018		2017
Audit Fees		100,000		109,000
Audit-Related Fees		-		-
Tax Fees		-		-
All Other Fees		60,000		-
Total		160,000		109,000

OnAudit Fees ~~February~~— ~~10,~~This ~~2018,~~category includes the ~~Company~~audit ~~entered~~of our annual financial statements, review of financial statements included ~~into~~in anour ~~engagement~~Quarterly ~~with~~Reports ~~Friedman~~on ~~LLP~~Form ~~(“Friedman”)~~10-Q toand ~~retain~~services ~~Friedman~~that asare ~~the~~normally ~~Company’s~~provided by the independent registered public accounting firm. Onin ~~February~~connection ~~10,~~with ~~2018,~~engagements ~~the~~for ~~board~~those offiscal ~~directors~~years. ofThis ~~the~~category ~~Company~~also ~~approved~~includes advice on audit and ~~ratified~~accounting ~~the~~matters that ~~engagement~~arose ofduring, ~~Friedman~~or as ~~its~~a ~~new~~result ~~independent registered~~of, ~~public~~the ~~accounting~~audit ~~firm~~or the review of interim financial statements.

~~CZD’s report on our financial statements~~Audit-Related ~~for~~Fees ~~the~~— ~~fiscal~~This ~~year(s)~~category ~~ended~~consists ~~September~~of ~~30,~~assurance ~~2015~~ and ~~September~~related ~~30,~~services ~~2016,~~by ~~did~~the ~~not~~independent ~~contain~~registered ~~any~~public ~~adverse~~accounting ~~opinion or disclaimer of opinion~~firm ~~and~~that ~~were~~is ~~not~~reasonably ~~qualified~~related orto ~~modified~~the asperformance toof ~~uncertainty,~~the audit ~~scope~~ or ~~accounting~~review ~~principles.~~of ~~CZD’s reports on~~ our financial statements ~~for~~and ~~the~~is ~~fiscal~~not ~~years~~reported ~~ended~~above ~~September~~under “Audit ~~30,~~Fees.” ~~2016,~~The ~~and~~services ~~September~~for ~~30,~~the ~~2015,~~fees ~~however,~~disclosed ~~stated~~under ~~that~~this ~~there~~category ~~was~~include ~~substantial~~consultation ~~doubt~~regarding our correspondence ~~about~~with the ~~Company’s~~Securities ~~ability~~and toExchange ~~continue~~Commission asand aother ~~going~~accounting ~~concern~~consulting.

~~During the fiscal years ended~~Tax ~~December~~Fees ~~31,~~— ~~2016~~This ~~and~~category ~~2015,~~consists weof ~~have~~professional ~~had~~services norendered ~~disagreements~~by ~~with~~our ~~CZD,~~independent onregistered ~~any~~public ~~matter of~~ accounting ~~principles or practices,~~firm ~~financial~~for ~~statement~~tax ~~disclosure,~~compliance orand ~~auditing~~tax ~~scope~~advice. orThe ~~procedure,~~services ~~which~~for ~~disagreements, if not resolved to~~ the ~~satisfaction~~fees ~~of CZD,~~disclosed ~~would~~under ~~have~~this ~~caused~~category itinclude totax ~~make~~return ~~reference~~preparation ~~to the subject matter of such disagreements in its report on our financial~~and ~~statements~~technical ~~for~~tax ~~such periods~~advice.

~~During~~All Other ~~the~~Fees ~~fiscal~~— ~~years~~This ~~ended~~category ~~December~~consists ~~31, 2017 and 2016, there have been no reportable events as defined under Item 304(a)(1)(v)~~ of ~~Regulation~~fees ~~S-K~~for ~~adopted by~~other ~~the~~miscellaneous ~~Securities and Exchange Commission~~items.

~~Prior to Friedman’s engagement by~~Our ~~the~~Board ~~Company,~~of ~~neither~~Directors ~~the~~has ~~Company,~~adopted ~~nor~~a ~~anyone~~procedure onfor ~~the~~pre-approval ~~Company’s~~of ~~behalf,~~all ~~previously~~fees ~~consulted~~charged ~~with~~by ~~Friedman~~our ~~regarding~~independent ~~either~~registered ~~(i)~~public ~~the~~accounting ~~application~~firm. ofUnder ~~accounting~~the ~~principles~~procedure, tothe aBoard ~~specified~~approves ~~transaction,~~the ~~either~~engagement ~~completed~~letter orwith ~~proposed,~~respect orto ~~the~~audit ~~type~~and ofreview ~~audit~~services. ~~opinion~~Other ~~that~~fees are ~~might~~subject beto ~~rendered~~pre-approval onby the ~~Company’s~~Board, ~~consolidated financial statements~~ or, ~~(ii)~~in ~~any~~the ~~matter~~period ~~that~~between ~~was~~meetings, ~~either~~by ~~the subject of~~ a ~~disagreement as~~designated ~~defined~~member ~~in Item 304(a)(1)(iv)~~ of ~~Regulation~~Board. ~~S-K~~Any ~~and~~such ~~its~~approval ~~related~~by the ~~instructions~~designated ormember ais ~~reportable~~disclosed ~~event~~to asthe ~~defined~~entire inBoard ~~Item~~at ~~304(a)(1)(v) of~~the ~~Regulation~~next ~~S-K~~meeting. ~~Further,~~The ~~there~~audit ~~was~~fees nothat ~~written~~were ~~report~~paid orto ~~oral advice provided by~~ the ~~Company~~auditors ~~or anyone on the Company’s~~with ~~behalf~~respect to ~~Friedman~~2018 ~~prior~~were topre-approved ~~Friedman’s engagement~~ by the ~~Company~~entire Board of Directors.

3525

~~ITEM 9A. CONTROLS AND PROCEDURES~~PART IV

~~Disclosures~~ITEM 15. ~~Control~~EXHIBITS ~~and~~AND ~~Procedures~~FINANCIAL STATEMENT SCHEDULES

~~Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15~~(f1) orAll ~~15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the Company’s principal executive and principal~~ financial officers and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements ~~for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:~~

● Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; ● Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and ● Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Index to Consolidated Financial Statements	Page

Report of Independent Registered Public Accounting Firm	F-2

Financial Statements:

Consolidated Statements of Balance Sheet	F-3

Consolidated Statements of Operations and Comprehensive Loss	F-4

Consolidated Statements of Shareholders’ Equity	F-5

Consolidated Statements of Cash Flows	F-6

Notes to Consolidated Financial Statements	F-7 - F-26

~~Because~~(2) ofFinancial ~~its inherent~~Statement limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.Schedules

~~As of December~~All ~~31,~~financial ~~2017,~~statement ~~our~~schedules ~~CEO~~have ~~evaluated~~been ~~the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act)~~omitted, assince of the ~~end~~required ~~of the period covered by this Annual Report on Form 10-K. Disclosure controls and procedure include, without limitation, controls and procedures designed to ensure that~~ information ~~required~~is tonot beapplicable ~~disclosed by the Company in the reports that it files~~ or ~~submits under the Exchange Act~~ is ~~accumulated~~not ~~and~~present ~~communicated~~in ~~to the Company’s management~~amounts assufficient ~~appropriate~~ to ~~allow~~require ~~timely~~submission ~~decisions~~of ~~regarding required disclosure. Our Management is responsible for monitoring~~ the ~~process pursuant~~schedule, toor ~~which~~because ~~information is gathered and analyze such information to determine~~ the ~~extent to which such~~ information ~~requires disclosure~~required in the reports filed with the Securities and Exchange Commission. Based on such evaluation, our CEO has concluded that as of December 31, 2017, the Company’s disclosure controls and procedures were ineffective due to the Company’s lacks of formal documented controls and procedures applicable to all officers and directors. The Company is included in the ~~process~~consolidated ~~of adopting~~financial ~~formal~~statements ~~documented controls~~ and ~~anticipates~~notes ~~having~~thereto ~~them~~included in ~~place~~this byAnnual ~~December~~Report ~~31,~~on ~~2018~~Form 10-K.

As of December 31, 2017, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in by the Committee of Sponsoring Organizations of the Treadway Commission’s 2013 Internal Control - Integrated Framework and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.26

36(b) Exhibits

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were:

Exhibit Number		Description

3.1		Articles of Incorporation of the Company filed on September 13, 2011 (incorporated by reference herein to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on November 7, 2011).*

3.2		Articles of Amendment to the Company’s Articles of Incorporation filed on March 12, 2013 (incorporated by reference herein to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 18, 2013).*

3.3		Articles of Amendment to the Company’s Articles of Incorporation filed on July 9, 2014 (incorporated by reference herein to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 24, 2014).*

3.4		Articles of Amendment to the Company’s Articles of Incorporation filed on December 1, 2013 (incorporated by reference herein to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 9, 2014).*

3.5		Bylaws (incorporated by reference herein to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 filed with the SEC on November 7, 2011).*

4.1		Specimen Stock Certificate of Common Stock of Rebel Group, Inc. (Incorporated by reference herein to Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed with the SEC on January 8, 2015).*

21.1		List of Subsidiaries. (incorporated by reference herein to Exhibit 21.1 in the Company’s Annual Report on Form 10-K for the year ended September 30, 2014, filed on August 1, 2015.)*

31.1		Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002;**

31.2		Certification of Principal Financial Officer, pursuant to SEC Rules 13a-14(a) and 15d-14(a), adopted pursuant Section 302 of the Sarbanes Oxley Act of 2002**

32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.***

32.2		Certification of Chief Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.***

101.INS		XBRL Instance Document.

101.SCH		XBRL Taxonomy Extension Schema Document.

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB		XBRL Taxonomy Extension Label Linkbase Document.

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.

(1) lack of a functioning audit committee due to a lack of a majority of independent members resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures;

*	Previously filed
**	Filed herewith
***	In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibits 32.1 and 32.2 herewith are deemed to accompany this Form 10-K and will not be deemed filed for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act.

~~(2) inadequate~~Item ~~segregation~~16. ofForm ~~duties~~10–K ~~consistent with control objectives;~~ Summary

~~(3) ineffective controls over period end financial disclosure and reporting processes; and~~None.

~~(4) do not have any full-time accounting personnel who have U.S. GAAP experience.~~27

~~The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of December 31, 2017.~~SIGNATURES

~~Management believes~~Pursuant ~~that~~to the ~~material~~requirements ~~weaknesses~~of ~~set~~Section ~~forth~~13 inor ~~items~~ 15(1d), ~~(2),~~of ~~(3)~~the ~~and~~Securities ~~(4)~~Exchange ~~above~~Act ~~did~~of ~~not have an effect on our financial results. However~~1934, ~~management~~ ~~believes that~~ the ~~lack~~Registrant ofhas aduly ~~functioning~~caused ~~audit~~this ~~committee~~Report to ~~results~~be insigned ~~ineffective~~on ~~oversight~~its inbehalf by the ~~establishment and monitoring of required internal controls and procedures~~undersigned, ~~which~~thereunto ~~could~~duly ~~result in a material misstatement in our financial statements in future periods~~authorized.

Management’s Remediation Initiatives

Date: September 3, 2019	Rebel Group, Inc.

	By:	/s/ Aan Yee Leong, Justin
		Aan Yee Leong, Justin
		President, Chief Executive Officer, Director
		Principal Executive Officer,
		Principal Financial and Accounting Officer

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

Date: September 3, 2019	Rebel Group, Inc.

	By:	/s/ Khian Kiee Leong
		Khian Kiee Leong
		Chairman

We plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.

Date: September 3, 2019	Rebel Group, Inc.

	By:	/s/ Chee Keong Teng
		Chee Keong Teng
		Member of Board of Directors

Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, may remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.28

WeREBEL ~~anticipate that these initiatives may be at least partially~~GROUP, ~~if not fully, implemented by September 2018~~INC. ~~Additionally, we plan to test our updated controls and remediate our deficiencies by September 2018.~~

~~Changes~~CONSOLIDATED inFINANCIAL ~~internal controls over financial reporting~~STATEMENTS

AsFOR ~~reported~~THE onYEARS ~~the Form~~ENDED ~~8-K~~DECEMBER ~~filed by the Company on May 12~~31, ~~2017,~~2018 ~~the Company added Chee Keong Teng to its Board of Directors.~~ AND 2017

~~Other~~(Stated ~~than the foregoing, there was no change~~ in ~~our~~US internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.Dollars)

~~This~~INDEX ~~annual~~TO ~~report~~CONSOLIDATED ~~does~~FINANCIAL not include an attestation report of the Company’s registered independent public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered independent public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report on Form 10-K.STATEMENTS

ITEM 9B. OTHER INFORMATION

	PAGES

REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-2

CONSOLIDATED BALANCE SHEETS	F-3

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS	F-4

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY	F-5

CONSOLIDATED STATEMENTS OF CASH FLOWS	F-6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	F-7 - F-25

~~None.~~F-1

37REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~PART~~To ~~III~~the Board of Directors and Shareholders

~~ITEM~~Rebel ~~10.~~Group ~~DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE~~Inc.

~~The~~Opinion ~~following~~on ~~table sets forth~~ the ~~name~~Financial ~~and position of our current executive officers and directors.~~Statements

Name	Age		Position
Aan Yee Leong, Justin		33	President, Chief Executive Officer and Director
Khian Kiee Leong		68	Chairman
Chow Hong Ong		78	Director
Tomas Urbanec		51	Director
Chee Keong Teng		44	Director

We have audited the accompanying consolidated balance sheets of Rebel Group Inc. (the “Company”) as of December 31, 2018 and 2017, and the related consolidated statements of operations and comprehensive loss, changes in shareholders’ equity and cash flows for each of the years in the two-year period ended December 31, 2018, and the related notes (collectively referred to as the financial statements). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Rebel Group Inc. as of December 31, 2018 and 2017, and the results of their operations and their cash flow for each of the years in the two-year period ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.

~~Aan~~Consideration ~~Yee~~of ~~Leong, Justin- Mr. Justin Leong has managerial experience in project management, financial management, financial reporting, and budgeting. He has~~ the ~~passion and~~Company’s ~~enthusiasm for mixed martial arts and is the founder of Rebel FC. From October 2013, he serves as an executive director in~~Ability ~~SCA Capital Limited and Rebel FC. From May 2013, he started~~ to ~~work~~Continue as ~~an executive director of Pure Heart. From March 2007 to October 2008, he worked as~~ a ~~finance~~Going ~~and~~Concern administrative executive in KKL Management Consultants Pte Ltd. From January 2012 to December 2012, he was a manager of KK Leong & Partners. Mr. Justin Leong graduated from University of London with a Bachelor of Science (Hons) in Banking and Finance in 2007.

The ~~Board~~accompanying ofconsolidated ~~Directors~~financial ~~reached~~statements have been prepared assuming the Company will continue as a ~~conclusion~~going concern. As discussed in Note 2 to the financial statements, the ~~that~~Company Mrhas an accumulated deficit, has incurred continuing losses from operations, negative cash flows from operations and working capital deficiency. ~~Justin~~These ~~Leong~~factors ~~should~~raise ~~serve~~substantial doubt about the Company’s ability to continue as a ~~Director~~going concern. Management’s plans in regards to these matters are also described in Note 2. These financial statements do not include any adjustments that might result from the outcome of these uncertainties. If the Company ~~based~~is onunable ~~his~~to ~~experience~~successfully obtain the alternative forms of financing specified in ~~financial~~Note ~~management~~2 and/or achieve operating profitability, there could be a material adverse effect on the Company.

~~Khian~~Basis Kiee Leong- Mr. Leong has over 30 years professional experience in advisory and consultant business, serving both multinational and regional companies across a wide range of industries. He provides advice and support for the Company on its strategic planning. From October 2014, he serves as director in Rebel FC and SCA Capital. From June, 2013, he acts as a director of Pure Heart. Since March 1994, he serves as the managing partner of KK Leong & Partners and CEO of KKL Consultancy Services Pte. Ltd. Mr. Leong graduated from Nanyang University majored in Accounting in Singapore in 1972 and he is chartered accountant of the Institute of Chartered Accountants in England and Wales.Opinion

~~The~~These ~~Board~~financial statements are the responsibility of ~~Directors~~the ~~reached~~Company’s amanagement. ~~conclusion~~Our responsibility is to express an opinion on the Company’s financial statements based ~~that~~on Mrour audit. ~~Leong~~We ~~should~~are ~~serve~~a aspublic aaccounting ~~Chairman~~firm ofregistered with the Public Company ~~based~~Accounting onOversight ~~his~~Board ~~extensive~~(United ~~experience~~States) (PCAOB) and are required to be independent with respect to the Company in ~~management~~accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

OnWe ~~June~~conducted ~~30,~~our ~~2015, the~~audit ~~Board~~in ofaccordance ~~Directors~~with the standards of the ~~Company~~PCAOB. ~~added~~Those astandards ~~directorship~~require ofthat ~~the~~we ~~Board~~plan and ~~appointed~~perform ~~Mr.~~the ~~Ong~~audit ~~Chow~~to ~~Hong~~obtain asreasonable assurance about whether the ~~new~~financial statements ~~director~~are free of ~~the~~ ~~Company~~material misstatement, whether due to error or fraud. The ~~Board~~Company is not required to have, nor were we engaged to perform, an audit of ~~Director~~its ~~reached~~internal acontrol ~~conclusion~~over ~~that~~financial Mrreporting. ~~Ong~~As ~~Chow~~part ~~Hong~~of ~~should~~our ~~serve~~audit, aswe aare ~~director~~required ~~based~~to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on ~~his~~the ~~experience~~effectiveness asof ~~director~~the ofCompany’s ~~listed~~internal ~~companies~~control over financial reporting. Accordingly, we express no such opinion.

~~Mr.~~Our ~~Chow~~audit ~~Hong Ong,~~included ~~age~~performing ~~78,~~procedures ~~has~~to assess ~~held~~ the ~~positions~~risks of ~~Chief~~material ~~Accountant,~~misstatement ~~Chief Internal Auditor and Director (Audit & Systems) in the Port~~ of ~~Singapore Authority (“PSA”) for 15 years. He was~~ the ~~General~~financial ~~Manager of SPECS Consultants Pte Ltd~~statements, ~~the~~whether ~~consulting agency~~due ofto ~~the~~error ~~PSA.~~or ~~Previously he worked in the Internal Audit Department of ESSO Berhad in Kuala Lumpur~~fraud, ~~Malaysia~~ and inperforming ~~a public~~procedures ~~accountants~~that ~~firm~~respond into ~~Perth,~~those ~~Australia~~risks. HeSuch ~~had~~procedures ~~also~~included ~~held the position of CEO of Superior Multi-Packaging Ltd~~examining, ~~Singapore.~~on ~~Mr. Ong served as~~ a ~~director~~test ~~and~~basis, ~~Chairman~~evidence ofregarding ~~Audit Committee of~~ the ~~public-listed~~amounts ~~companies~~and ~~of Vicom Ltd from 1980 to 2008. He also held~~disclosures ~~position as a director~~ in ~~Superior~~the ~~Multi-Packaging~~financial ~~Ltd and Airocean Ltd~~statements. inOur ~~Singapore.~~audit Healso ~~was~~included aevaluating ~~director~~the ofaccounting ~~Cisco~~principles ~~Recall~~used ~~Pte Ltd, a joint venture of Cisco Pte Ltd, Singapore~~ and ~~Bramble~~significant ~~Ltd~~estimates ~~of Australia from 1998 to 2004. He was also a director of Hoover Stainless~~made ~~Pte~~by ~~Ltd~~management, ~~Singapore from 1997 to 2003. Mr. Ong served~~ as awell ~~Councilor and Chairman of Audit Committee of Aljunied Town Council, Singapore. He served~~ as aevaluating ~~member~~the ofoverall ~~Audit~~presentation ~~Committee~~ of ~~National~~the ~~Council~~financial ~~of Social Service, Singapore~~statements. HeWe ~~was~~believe ~~also~~that ~~the~~our ~~Chairman~~audit ~~of Audit Committee~~provides ofa ~~Orchid~~reasonable ~~Country~~basis ~~Club,~~for ~~Singapore~~our opinion.

~~Mr.~~/s/ ~~Ong~~Friedman was conferred the National Public Administration Medal (Bronze) for his service in the Port Singapore Authority and the Friend of Labour Award by Singapore Labour Foundation (SLF) for his contributions in Vicom Ltd. Mr. Ong held a diploma in Accountancy from the Perth Technical College, Australia. He was a Fellow of Certified Public Accountants (Australia).LLP

OnWe ~~January~~have ~~26, 2017,~~served as the Company’s ~~added~~auditor since ~~Tomas Urbanec to its Board of Directors~~2018.

38New York, New York

~~Mr.~~September ~~Urbanec~~3, ~~age~~ 51, is an accomplished international executive, with over 17 years of experience in global consumer financial services. Mr. Urbanec has held leadership positions with businesses in some of the major financial capitals of the world, with regional assignments in Hong Kong, Athens, Tokyo, Shanghai and Singapore. His most recent role was as the Chief Executive Officer and Executive Director of Prudential Assurance Company Singapore, which is of one of the largest life insurance companies in Singapore and is part of the Prudential UK group. Prior to his appointment as Chief Executive Officer of Prudential Assurance Company Singapore, Mr. Urbanec was the Chief Marketing and Partnerships Distribution Officer for Prudential Singapore from 2009 to 2013. Mr. Urbanec also served as Regional Strategic Marketing Officer for Prudential Corporation Asia from 2008 to 2009. Before joining Prudential, Mr. Urbanec was the Executive Vice President of Personal Lines for ACE Insurance Group (now known as Chubb Insurance) from 2004 to 2008. Mr. Urbanec holds a Masters of Business Administration from the Weatherhead School of Management at Case Western Reserve University in Cleveland Ohio and a Bachelor’s of Science in Finance from Indiana University in Bloomington Indiana.2019

~~On May 12, 2017, the Company added Teng Chee Keong to its Board of Directors.~~F-2

~~Chee~~REBEL ~~Keong Teng. Mr. Teng age 44~~GROUP, ~~is a trader and manager, with over 18 years of experience in the oil and gas industry~~INC. Over the years, Mr. Teng has held key management positions with various companies. Key appointments include Managing Director of Singapore based G-Fuel, as well as the role of General Manager with SGX listed company Chemoil, one of the world’s leading independent oil traders. Mr. Teng was the team leader overseeing Chemoil’s trading operations for the Asia Pacific and Middle East regions. Prior to his appointment in Chemoil, Mr. Keong was the trading manager of one of Saudi Arabia’s largest independent oil trading firms, Bakri Trading Co. Mr. Teng also served as an analyst in global energy markets with Platts specializing in fuel oil, middle distillates and freight. He has a strong background in risk management, business development and managing partnerships. Mr. Teng holds a Bachelor’s degree in Mathematics and Psychology from the National University of Singapore.

~~Director~~CONSOLIDATED ~~Independence~~BALANCE SHEETS

~~Our~~(Stated ~~securities are not listed on a national securities exchange or~~ in anUS inter-dealer quotation system which has requirements that directors be independent. No member of the Company’s board of directors qualifies as an independent director pursuant to the definition of “independent director” under the Rules of NASDAQ, Marketplace Rule 5605(aDollars)~~(2). We do not have majority of independent directors.~~

Committees of the Company’s Board of Directors

	As of December 31,
	2018			2017
ASSETS
Current assets:
Cash and cash equivalents	$	41,321		$	40,372
Deposits		10,124			-
Trade and other receivables, net		35,702			60,905
Trade and other related party receivables, net		-			271,142
Total current assets		87,147			372,419

Property and equipment, net		23,846			31,469
Intangible assets, net		83,667			98,625
Goodwill		-			6,719,542
Long-term investment		1,326,831			14,980,350
TOTAL ASSETS	$	1,521,491		$	22,202,405

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Convertible loans	$	449,600		$	495,391
Short-term loans		296,576			-
Accrued expenses		102,237			29,258
Trade and other payables		1,185,207			329,602
Deposit received		-			30,000
Due to shareholders		2,849,410			1,178,675
Income taxes payable		60,653			48,526
Total current liabilities		4,943,683			2,111,452

Deferred tax liabilities		278,634			3,145,874
TOTAL LIABILITIES	$	5,222,317		$	5,257,326
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’ EQUITY
Preferred stock ($0.0001 par value; authorized 100,000,000 shares, none issued and outstanding at December 31, 2018 and 2017)		-			-
Common stock ($0.0001 par value; authorized 500,000,000 shares, 48,319,986 and 42,797,008 shares issued and outstanding at December 31, 2018 and 2017)		4,832			4,280
Additional paid-in capital		11,384,592			7,585,435
Retained earnings (deficit)		(8,370,529	)		5,283,484
Accumulated other comprehensive income (loss)		(6,719,721	)		4,071,880
Total Shareholders’ equity (deficit)		(3,700,826	)		16,945,079
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,521,491		$	22,202,405

WeSee doaccompanying ~~not~~notes have a standing nominating, compensation or audit committee. Rather, our full board of directors performs the functions of these committees. We do not believe it is necessary for our board of directors to ~~appoint such committees because the volume of matters that come before our board of directors for~~consolidated ~~consideration~~financial permits the directors to give sufficient time and attention to such matters to be involved in all decision making. Additionally, because our Common Stock is not listed for trading or quotation on a national securities exchange, we are not required to have such committees. statements

39F-3

~~Meetings~~REBEL ofGROUP, ~~the Board of Directors~~INC.

~~During~~CONSOLIDATED ~~its~~STATEMENTS ~~fiscal~~OF ~~year~~OPERATIONS ~~ended December 31,~~AND ~~2017,~~COMPREHENSIVE the Board of Directors met six times. Specifically, the Board of Directors met on January 23, 2017, January 26, 2017 and May 9, 2017, via telephone conference calls, and August 31, 2017, October 1, 2017 and November 2, 2017, in person. Each meeting was conducting in order to discuss material business of the Company.LOSS

~~Board~~(Stated ~~Leadership Structure and Role~~ in ~~Risk~~US ~~Oversight~~Dollars)

Our Board recognizes that the leadership structure and combination or separation of the chief executive officer and chairman roles is driven by the needs of the Company at any point in time. Currently there are five directors of the Company. We have no policy requiring the combination or separation of leadership roles and our governing documents do not mandate a particular structure. This has allowed, and will continue to allow, our Board the flexibility to establish the most appropriate structure for our company at any given time.

	For the Years ended December 31,
	2018			2017

Revenues, net	$	223,783		$	393,185

Operating expenses
Cost of sales		(1,878,123	)		-
Depreciation and amortization expenses		(39,876	)		(31,278	)
General and administrative expenses		(5,186,646	)		(2,484,187	)
Loss from operations		(6,880,862	)		(2,122,280	)

Other (expense) income
Impairments of goodwill		(6,509,942	)		-
Convertible loan interest		(50,492	)		(29,258	)
Bank loan interest		(141,393	)		(263	)
Interest income		8,921			962
Other expense		(60,230	)		(20	)
Total other expense		(6,753,136	)		(28,579	)

Loss before income tax expenses		(13,633,998	)		(2,150,859	)
Income tax expenses		(20,015	)		(44,507	)
Net loss		(13,654,013	)		(2,195,366	)

Other comprehensive income (loss)
Foreign currency translation adjustments		(5,321	)		16,196
Change in fair value related to long-term investment, net of tax of $2,867,239 and ($1,538,890) for the years ended December 31, 2018 and 2017		(10,786,280	)		1,068,080
Other comprehensive income (loss), before tax		(10,791,601	)		1,084,276

Comprehensive loss	$	(24,445,614	)	$	(1,111,090	)

Loss per share
Basic and diluted loss per common share	$	(0.29	)	$	(0.08	)

Basic and diluted weighted average common shares outstanding		46,612,320			28,283,890

~~Code~~See ofaccompanying ~~Ethics~~notes to consolidated financial statements

We have adopted a code of ethics that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer. The code addresses, among other things, honesty and ethical conduct, conflicts of interest, compliance with laws, regulations and policies, including disclosure requirements under the federal securities laws, confidentiality, trading on inside information, and reporting of violations of the code. F-4

~~Section~~REBEL ~~16(a)~~GROUP, ~~Beneficial Ownership Reporting Compliance~~INC.

WeCONSOLIDATED doSTATEMENTS ~~not~~OF ~~yet have a class of equity securities registered under the Securities Exchange Act of 1934, as amended. Hence, compliance with Section 16(a) thereof by our officers and directors is not required.~~STOCKHOLDERS’EQUITY

~~ITEM~~(Stated ~~11.~~in ~~EXECUTIVE~~US ~~COMPENSATION~~Dollars)

The following is a summary of the compensation we paid to our executive officers, for the two fiscal years ended December 31, 2017 and 2016.

										Accumulated
					Additional					Other
	Common Stock				Paid-in		Retained			Comprehensive
	Shares		Amount		Capital		Earnings			Income			Total

Balance, December 31, 2016		23,000,118	$	2,300	$	47,700	$	7,478,850		$	2,987,604		$	10,516,454
Net loss		-		-		-		(2,195,366	)		-			(2,195,366	)
Shares issued in connection with acquisition of subsidiary		12,000,000		1,200		4,173,800		-			-			4,175,000
Issuance of shares for cash		7,131,890		713		3,019,002		-			-			3,019,715
Issuance of shares for services		665,000		67		344,933		-			-			345,000
Unrealized gain on investment, net of tax of ($1,538,890)		-		-		-		-			1,068,080			1,068,080
Foreign currency adjustment		-		-		-		-			16,196			16,196
Balance, December 31, 2017		42,797,008	$	4,280	$	7,585,435	$	5,283,484		$	4,071,880		$	16,945,079
Net loss		-		-		-		(13,654,013	)		-			(13,654,013	)
Issuance of shares for cash, net of issuance costs		4,202,600		420		2,608,911		-			-			2,609,331
Issuance of shares for services		1,320,378		132		1,190,246		-			-			1,190,378
Unrealized (loss) on investment, net of tax of $2,867,239		-		-		-		-			(10,786,280	)		(10,786,280	)
Foreign currency adjustment		-		-		-		-			(5,321	)		(5,321	)
Balance, December 31, 2018		48,319,986	$	4,832	$	11,384,592	$	(8,370,529	)	$	(6,719,721	)	$	(3,700,826	)

~~Summary~~See ~~Compensation~~accompanying ~~Table~~notes to consolidated financial statements

Name and Position	Year	Salary ($)		Bonus ($)	Stock Awards ($)		Option Awards		Non-equity incentive plan compensation ($)	Change in pension value and nonqualified deferred compensation earnings ($)	All Other Compensation	Total
Aan Yee Leong, Justin(1)	2017	$	130,374									$	130,374
	2016	$	43,466			-		-				$	43,466
Khian Kiee Leong(2)	2017	$	54,323			-		-				$	54,323

F-5

(1)	Aan Yee Leong, Justin is serving as the President, CEO and principal financial officer of Rebel FC since January 30, 2015.
(2)	Mr. Leong is serving as Chairman and director of Rebel FC since January 30, 2015.

REBEL GROUP, INC.

40CONSOLIDATED STATEMENTS OF CASH FLOWS

~~Outstanding~~(Stated ~~Equity~~in ~~Awards~~US ~~at Fiscal Year-End~~Dollars)

Director Compensation

	Years ended December 31,
	2018			2017
Cash flows from operating activities:
Net loss	$	(13,654,013	)	$	(2,195,366	)
Stock-based compensation		1,190,378			345,000
Adjustments to reconcile net loss to net cash (used in) provided by operating activities
Depreciation and amortization expense		39,876			31,278
Impairment of goodwill		6,509,942			-
Bad debt provisions		558,158			-
Changes in operating assets and liabilities:
Trade and other receivables		12,469			(1,905,527	)
Accrued expenses		72,979			40,350
Trade and other payables		799,238			137,097
Trade and other receivables-related party		(1,482	)		-
Taxes payable		(7,734	)		48,526
Net cash used in operating activities		(4,480,190	)		(3,498,642	)

Cash flows from investing activities:
Acquisition of subsidiaries, net of cash and cash equivalents		-			1,870
Purchases of equipment		(20,100	)		(18,863	)
Net cash used in investing activities		(20,100	)		(16,993	)

Cash flows from financing activities:
Proceeds from the issuance of common shares		2,609,332			3,019,715
Deposit received (paid)		(30,000	)		30,000
Proceeds from (repayment of) convertible loans		(45,791	)		495,391
Proceeds from (repayment of ) term loans		299,571			(12,286	)
Advances to directors		(642,655	)		(253,669	)
Advances from related parties		2,347,272			205,560
Net cash provided by financing activities		4,537,729			3,484,711

Increase (Decrease) in cash and cash equivalents		37,439			(30,924	)

Effect of foreign currency translation		(36,490	)		48,975
Cash and cash equivalents at beginning of year		40,372			22,321
Cash and cash equivalents at end of year	$	41,321		$	40,372

Supplemental cash flow disclosures:
Cash paid for loan interest	$	56,891		$	263
Cash paid for income tax	$	15		$	4,507

Major non-cash transactions:
Unrealized fair value gain (loss) on long-term investment	$	(13,653,519	)	$	2,606,970
Shares issued for services	$	1,190,378		$	345,000
Shares issued for the acquisition of Qingdao Quanyao	$	-		$	4,175,000
Cancellation of other receivable for acquisition of Qingdao Quanyao	$	-		$	2,825,000
Assets assumed from the acquisition Qingdao Quanyao	$	-		$	280,458
Goodwill acquired in business combination	$	-		$	6,719,542

~~The~~See ~~following~~accompanying ~~table~~notes ~~sets~~to ~~forth the compensation~~consolidated ~~paid~~financial ~~to our directors during the years ended December 31, 2017 and 2016.~~statements

Name and Position	Year	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Option Awards		All Other Compensation		Total
Aan Yee Leong, Justin(1)	2017	$	-		-		-		-	$	-
	2016	$	43,466		-		-		-	$	43,466
Khian Kiee Leong(2)	2017	$	50,701		-		-		-	$	50,701
	2016	$	72,443		-		-		-	$	72,443
Chow Hong Ong(3)	2017		-	$	70,000		-		-	$	70,000
Chee Keong Teng(4)	2017
Tomas Urbanec(5)	2017	$	17,383	$	100,000					$	117,383

F-6

(1)	Mr. Leong serves as executive director of Pure Heart since May 2013.
(2)	Mr. Leong serves as a director of Pure Heart since June 2013.
(3)	Mr. Chow Hong Ong was appointed as a director to the Company’s board of directors on June 30, 2015.
(4)	Mr. Chee Keong Teng was appointed as a director of the Company’s board of directors on May 9, 2017.
(5)	Mr. Tomas Urbanec was appointed as a director of the Company’s board of directors on January 26, 2017.

REBEL GROUP, INC.

~~Aggregated~~NOTES ~~Option~~TO ~~Exercises~~CONSOLIDATED ~~and Fiscal~~FINANCIAL ~~Year-End Option Value Table~~STATEMENTS

~~There~~(Stated ~~were no stock options exercised since the date of inception of the Company through the date of this Report by the executive officers named~~ in ~~the~~US ~~Summary Compensation of REBL.~~Dollars)

~~Long-Term~~1. ~~Incentive Plan~~Organization ~~(“LTIP”)~~and ~~Awards~~nature ~~Table~~of operations

~~There~~Rebel ~~were~~Group, noInc. (f/k/a Inception ~~awards~~Technology ~~made~~Group, Inc. and utilizes the trade name of Rebel Fighting Championship, the “Company”) was incorporated under the laws of the State of Florida on September 13, 2011. The Company organizes, promotes and hosts mixed martial arts (“MMA”) events featuring top level athletic talent. With assistance from contracted production crews, the Company also produces and distributes, through the internet and social media, and sells the rights to ~~any~~distribute ~~named~~to ~~executive~~television ~~officers~~stations, videos of its MMA events. The Company seeks to promote MMA in ~~the~~Asian ~~last~~countries ~~completed~~through ~~fiscal~~hosting ~~year~~events ~~under~~that ~~any~~attract ~~LTIP~~talented fighters from all over the world.

~~Employment~~On ~~Agreements~~January 30, 2015, the Company completed the acquisition of Rebel Holdings Limited (“Rebel FC”) pursuant to a Share Exchange Agreement. (“Share Exchange Agreement,” such transaction, the “Share Exchange Transaction”), whereby the Company issued to the Rebel FC Stockholder an aggregate of 20,700,000 shares of its Common Stock, in exchange for 100% of the equity interests of Rebel FC held by the Rebel FC Stockholder. The shares of Common Stock received by the Rebel FC Stockholder in the Share Exchange Transaction constitute approximately 90% of our issued and outstanding Common Stock giving effect to the issuance of shares pursuant to the Share Exchange Agreement. As a result of the Share Exchange Transaction, Rebel FC, together with its subsidiaries, Pure Heart Entertainment Pte Ltd. (“Pure Heart”) and SCA Capital Limited (“SCA Capital”), became the Company’s wholly-owned subsidiaries. The acquisition was accounted for as a reverse merger and recapitalization effected by the Share Exchange Transaction. Rebel FC is considered the acquirer for accounting and financial reporting purposes. The assets and liabilities of the acquired entity have been brought forward at their historical value and no goodwill has been recognized.

WeThe ~~currently~~exchange dotransaction ~~not~~was accounted ~~have~~for ~~any~~as ~~employment agreements~~a reverse acquisition in accordance with ~~our~~generally ~~directors~~accepted oraccounting ~~executive~~principles ~~officers~~of America. For financial reporting purposes, this transaction is classified as a recapitalization of the Company and Pure Heart. The accompanying audited consolidated financial statements were retroactively adjusted to reflect the effects of the recapitalization of the financial statements of the Company and the historical financial statements of Pure Heart.

~~Compensation~~Also on January 30, 2015, the Company transferred 100% equity interests of ~~Directors~~Moxian Intellectual Property Limited (“Moxian IP), the Company’s subsidiary, to Moxian, Inc. (“MOXC”) pursuant to the Equity Transfer Agreement. As a result of the Equity Transfer Transaction, Moxian IP ceased to be a subsidiary of the Company.

~~For the~~Rebel ~~fiscal year ended December 31~~FC, ~~2017,~~which ~~two~~utilizes of the trade ~~directors~~name ~~received compensation for their service as a director~~ of ~~the~~Rebel ~~Company. Mr.~~Fighting ~~Chow~~Championship, ~~Hong~~was ~~Ong~~incorporated ~~received~~on 70October 28,~~000~~ ~~shares~~2014 ofin ~~the~~British ~~Company’s~~Virgin ~~common~~Islands ~~stock~~ and ~~Mr.~~engages ~~Tomas Urbanec received $17,383~~ in ~~cash and~~hosting ~~250,000~~and ~~shares~~promoting ofMMA ~~the~~events ~~Company’s~~since ~~common~~its ~~stock We do not currently have an established policy to provide compensation to members of our Board of Directors for their services in that capacity~~corporation.

~~Option~~Pure Heart was incorporated ~~Plan~~under the laws of the Singapore on August 24, 2000 under the name “Soo Kee Coffeeshop Pte. Ltd.” Effective on November 27, 2002, it changed its name to “Asia Pacific Export International Pte Ltd.” It later changed its name from “Asia Pacific Export International Pte Ltd.” to “Pure Heart Entertainment Pte Ltd.” on June 7, 2013. As of October 30, 2014, it became a wholly owned subsidiary of Rebel FC. Pure Heart is an operating subsidiary of the Company and is dedicated to hosting and promoting MMA events.

~~We currently~~SCA doCapital, ~~not have~~ a ~~Stock~~British ~~Option~~Virgin Islands ~~Plan. However~~company, wewas ~~may~~incorporated ~~issue~~on ~~stock~~January ~~options~~7, ~~pursuant~~2011 toand aholds ~~Stock~~the ~~Option~~intellectual ~~Plan~~property inrights ~~the~~relating ~~future. Such~~to ~~stock~~the ~~options~~Rebel ~~may~~FC bebusiness. On ~~awarded~~October ~~to management~~28, ~~employees~~2014, ~~members~~SCA ofCapital became the ~~Company’s~~wholly-owned ~~Board~~subsidiary of ~~Directors~~Rebel ~~and consultants of the Company~~FC.

41On June 21, 2017, Pure Heart formed Rebel Shanghai Limited, which was incorporated in Shanghai China in order to acquire Qingdao Quanyao Sports Consulting Co. Ltd. and the business expansion in the southern part of PRC.

~~ITEM~~On October 1, 2017, the Company 12entered into a Share Transfer Agreement (the “Share Transfer”) with Naixin Qi, an individual (the “Shareholder”), the sole shareholder of Qingdao Quanyao Sports Consulting Co. ~~SECURITY~~ ~~OWNERSHIP~~Ltd, OFa ~~CERTAIN~~company ~~BENEFICIAL~~organized ~~OWNERS~~under ~~AND~~the ~~MANAGEMENT~~laws ~~AND~~of ~~RELATED~~PRC ~~STOCKHOLDER~~(the ~~MATTERS~~“Qingdao Quanyao”).

~~The~~Pursuant to the Transfer Agreement, ~~following~~Pure ~~table~~Heart, ~~sets~~through ~~forth~~a ~~certain~~wholly ~~information~~foreign ~~regarding~~owned entity (the ~~beneficial~~“WOFE”) ~~ownership~~agreed to acquire 100% share of the ~~Company’s~~outstanding ~~Common~~equity interests ~~Stock~~(the as“Equity Stake”) of the ~~date~~Qingdao Quanyao from the Shareholder with the purchase price valued at approximately ~~herein~~$7,000,000 byconsisting of the following: (i) ~~each~~the ~~stockholder~~forgiveness ~~known~~of debt owed by the Target Company to bePure ~~the~~Heart ~~beneficial~~as ~~owner~~ of ~~more~~October ~~than~~1, 2017, 5%in the amount of ~~the~~approximately ~~Company’s~~$2,825,000 ~~Common~~(the ~~Stock~~“Forgiven Debts”) and (ii) by12,000,000 shares (the ~~directors~~“Shares”) of ~~and~~the ~~executive~~common ~~officers~~stock of the Company., ~~The~~par ~~person~~value or$0.0001 ~~company~~per ~~named~~share in (the ~~table~~“Common ~~has~~Stock”) ~~sole~~(together ~~voting~~the ~~and investment~~“Purchase ~~power~~Price”) ~~with~~(See ~~respect~~Note 3 to the ~~shares~~consolidated ~~beneficially~~financial ~~owned~~statements for detail).

Name and Address of Beneficial Owner	Positions with the Company	Title of Class		Amount and Nature of Beneficial Ownership (1)			Percent of Class (1)
Officers and Directors
Aan Yee Leong, Justin 7500A Beach Road #12-313 The plaza Singapore 199591	CEO and Director		Common Stock, $0.0001 par value		6,578,000	(3)		14.41	%
Khian Kiee Leong 7500A Beach Road #12-313 The plaza Singapore 199591	Chairman		Common Stock, $0.0001 par value		6,797,535	(3)		14.89	%
Chow Hong Ong 41 Duchess Avenue Singapore 269111	Director		Common Stock, $0.0001 par value		110,000			0.241	%
Tomas Urbanec 65 Greenfield Drive Singapore 457950	Director		Common Stock, $0.0001 par value		500,000			1.10	%
Chee Keong Teng Apt Blk 4, Sago Lane #14-103 Singapore 050004	Director		Common Stock, $0.0001 par value		1,500,000			3.39	%
All officers and directors as a group (5 persons named above)			Common Stock, $0.0001 par value		15,485,535			33.91	%
5% Securities Holders
Total Glory International Limited(3) 7500A Beach Road #12-313 The Plaza Singapore 199591			Common Stock, $0.0001 par value		13,156,000			28.82	%
Naixin Qi No. 5 Sichuan Road, Block 3, Unit 21, Shinan District, Qingdao City, Shandong China 266000			Common Stock, $0.0001 par value		6,500,000			14.24	%
Tow Meng Lim 137 Sunset Way, #10-09 Singapore 597157			Common Stock, $0.0001 par value		2,300,000			5.04	%

Qingdao Quanyao holds 50% shares of Qingdao Leibo Sports Culture Co Ltd since January 8, 2015 (date of incorporation).

(1)	Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Beneficial ownership also includes shares of stock subject to options and warrants currently exercisable or exercisable within 60 days of the date of this table. In determining the percent of common stock owned by a person or entity as of the date of this Report, (a) the numerator is the number of shares of the class beneficially owned by such person or entity, including shares which may be acquired within 60 days on exercise of warrants or options and conversion of convertible securities, and (b) the denominator is the sum of (i) the total shares of common stock outstanding as of the date of this Annual Report is 45,653,868 shares), and (ii) the total number of shares that the beneficial owner may acquire upon exercise of the derivative securities. Unless otherwise stated, each beneficial owner has sole power to vote and dispose of its shares.
(2)	Based on 45,653,868 shares of the Company’s common stock issued and outstanding as of the date of this Current Report.
(3)	Aan Yee Leong Justin owns 50% of equity interests of Total Glory International Limited (“Total Glory”) and is a director of Total Glory; therefore he should be deemed as the beneficial owner of the securities held by Total Glory. Khian Kiee Leong owns 50% of equity interests of Total Glory and is its director; therefore, he should be deemed as the beneficial owner of the securities held by Total Glory. Khian Kiee Leong owns 219,535 shares in his personal name.

F-7

~~Equity Compensation~~REBEL ~~Plan~~GROUP, ~~Information~~INC.

~~Currently, there~~NOTES isTO noCONSOLIDATED ~~equity~~FINANCIAL ~~compensation plan in place for the Company.~~STATEMENTS

42(Stated in US Dollars)

~~ITEM 13~~2. ~~CERTAIN~~ ~~RELATIONSHIPS~~Summary ~~AND~~of ~~RELATED~~principal ~~TRANSACTIONS,~~accounting ~~DIRECTOR INDEPENDENCE~~policies

~~Our policy~~Basis is that a contract or transaction either between the Company and a director, or between a director and another company in which he is financially interested is not necessarily void or void-able if the relationship or interest is disclosed or known to the board of ~~directors~~presentation and ~~the stockholders are entitled to vote on the issue, or if it is fair and reasonable to our company.~~ consolidation

~~As of~~The ~~December~~consolidated ~~31,~~financial ~~2017,~~statements ~~our~~of ~~Chairman, Mr. Leong Khian Kiee has made loans totaling $1,028,719 to~~ the Company. ~~The~~and ~~loans~~its ~~have no~~subsidiaries ~~fixed~~are ~~terms~~prepared ~~of repayment due on demand~~ and ~~bear~~presented noin accordance ~~interest.~~with ~~The~~accounting ~~loans~~principles ~~were~~generally ~~used~~accepted byin the ~~Company~~United inStates ~~connection~~(“U.S. ~~with preparations~~GAAP”) ~~for~~and ~~events~~pursuant into ~~China~~the rules and ~~the~~regulations ~~planned reality show. As~~ of the ~~date~~U.S. ofSecurities ~~this~~and ~~Report,~~Exchange ~~the~~Commission ~~amount due under such loans is $1,145,867~~(“SEC”).

AsAll ofsignificant ~~December 31, 2017, amount due to~~inter-company ~~our~~transactions ~~CEO, Mr. Leong Justin Aan Yee was totaling $149,956. The amount due to Mr. Leong was mainly the unpaid salary~~ and ~~business related~~balances ~~expenses,~~have ~~and~~been ~~has~~eliminated noupon ~~fixed terms of repayment due on demand and bear no interest~~consolidation.

~~Except the~~The ~~above transactions or as otherwise set forth in this report or in any reports filed by the~~ Company’s ~~with the SEC, the Company~~audited ~~was~~consolidated ~~not~~financial astatements ~~party~~have tobeen ~~any~~presented ~~transaction~~on ~~(where~~ the ~~amount~~basis ~~involved~~that ~~exceeded~~it ~~the~~is ~~lesser~~a ofgoing ~~$120~~concern,~~000~~ orwhich 1%contemplates of the ~~average~~ realization of ~~our~~ assets ~~for~~ and the ~~last~~satisfaction ~~two~~of ~~fiscal~~liabilities ~~years)~~ in ~~which a director, executive officer, holder of more than five percent of our common stock, or any member of~~ the ~~immediate~~normal ~~family~~course of ~~any such person have or will have a direct or indirect material interest and no such transactions are currently proposed~~business. The ~~Company~~fiscal isyear ~~currently~~end ~~not~~is aDecember ~~subsidiary of any company~~31.

~~The Company’s~~Liquidity ~~Board conducts an appropriate review of~~ and ~~oversees~~capital all related party transactions on a continuing basis and reviews potential conflict of interest situations where appropriate. The Board has not adopted formal standards to apply when it reviews, approves or ratifies any related party transaction. However, the Board believes that the related party transactions are fair and reasonable to the Company and on terms comparable to those reasonably expected to be agreed to with independent third parties for the same goods and/or services at the time they are authorized by the Board.resource

43As of December 31, 2018, the Company had working capital deficiency of $4,856,536 as compared to working capital deficiency of $1,739,033 as of December 31, 2017.

~~ITEM~~Net cash used in operating activities 14for the year ended December 31, 2018 was $4,480,190 as compared to $3,498,642 for the year ended December 31, 2017. ~~PRINCIPAL~~ ~~ACCOUNTING~~The ~~FEES~~cash ~~AND~~used in ~~SERVICES~~operating activities for the financial year ended December 31, 2018 was primarily due to an increased net loss net of impairment of goodwill.

~~New~~Net cash provided by financing ~~Independent~~activities ~~Registered~~for ~~Public~~the ~~Accounting~~year ~~Firm~~ended December 31, 2018 was $4,537,729 as compared to $3,484,711 for the year ended December 31, 2017. The cash provided by financing activities for the year ended December 31, 2018 are mainly from issuing of common shares and increased advances from related parties.

~~On February~~As 10of December 31, 2018, ~~the company appointed Friedman LLP as the Company’s new independent registered public~~our ~~accounting~~accumulated ~~firm,~~deficits ~~effective~~were ~~immediately~~$8,370,529. ~~During~~Our ~~the~~operating ~~fiscal~~results ~~years~~for ~~ended~~future ~~December~~periods ~~31,~~are ~~2015~~subject ~~and~~to ~~2016,~~numerous uncertainties and ~~during~~it ~~all subsequent~~is ~~interim~~uncertain ~~periods~~if ~~through~~we ~~February~~will ~~13,~~be ~~2018,~~able ~~the Company did not consult Friedman LLP regarding the application of accounting principles~~ to amaintain ~~specified~~profitability ~~transaction,~~and ~~either~~continue ~~completed~~growth orfor ~~proposed,~~ the ~~type~~foreseeable offuture. ~~audit~~If ~~opinion~~management ~~that~~is ~~might~~not ~~be rendered on~~able ~~the~~to ~~Company’s~~increase ~~financial~~revenue ~~statements~~and ormanage ~~any~~operating ~~matter~~expenses ~~that~~in ~~was~~line ~~the subject of a “disagreement”~~ with ~~its former~~revenue ~~accountants~~forecasts, orthe aCompany ~~“reportable~~may ~~event”~~not asbe ~~those~~able ~~terms~~to ~~are~~maintain ~~defined in Item 304 of Regulation S-K~~profitability.

~~Audit~~The Company will focus on improving ~~Fees~~operation efficiency and cost reduction, developing core cash-generating business. Actions include extent the advances from the major shareholders, seeking additional public and/or private issuance of securities, as well as look for strategic business partners to optimize our operations. On March 16, 2018, the Company entered into a Subscription Agreement (the “Subscription Agreement”) with Shaw Chai Li Howard, a third party investor (the “Investor”). The Investor is expected to remit three equal instalments in the amount of $1 million each, and $3 million in the aggregate, in exchange for such numbers of the Company’s common stock as determined pursuant to the terms and conditions of the Subscription Agreement. As of the date of this report, the Company has not received any of the installments and there is no guarantee that the Company will receive them in the near future, if ever.

~~The following~~On ~~table~~August ~~sets~~16, ~~forth~~2018, the ~~aggregate~~Company entered ~~fees~~into ~~billed~~a subscription agreement with another third-party investor. The investor is expected to ~~the~~remit ~~Company~~two byequal ~~its~~installments in ~~independent~~the ~~registered~~amount ~~public~~of ~~accounting~~$1 ~~firm~~million each, ~~Dominic K.F.~~and ~~Chan~~$2 &million Coin ~~(“DKC”)~~the aggregate, ~~which~~in asexchange afor ~~result~~such numbers of the ~~Merger,~~Company’s common stock as ~~such~~determined ~~term~~pursuant isto ~~defined~~the interms ~~Item~~and 9conditions of ~~this~~the ~~report,~~subscription ~~became DCAW~~agreement. ~~(CPA)~~On ~~Ltd~~August ~~(“DCAW”)~~17, ~~and DCAW~~2018, ~~succeeded~~the toCompany received the ~~registration~~first ~~status~~installment ~~with~~in the ~~PCAOB~~amount of ~~DKC,~~$1 ~~effective~~million. ~~from~~The ~~May~~Company ~~1, 2016,~~expected ~~DCAW~~to ~~thereafter~~receive ~~changed~~the ~~its~~second ~~name~~installment toin ~~“Centurion~~December ZD2018 ~~CPA~~or January ~~Limited”~~2019. onThe ~~November~~Company ~~14,~~also ~~2016,~~received ~~for~~financial support commitments from the ~~fiscal~~Company’s ~~years~~major ~~indicated~~shareholder.

ACCOUNTING FEES AND SERVICES - CZD	2017		2016
Audit fees	$	19,000	$	19,000
Audit-related fees		-		-
Tax fees	$	-	$	-
All other fees		-		-
Total	$	19,000	$	19,000

The Company also received financial support commitments from the Company’s related parties.

ACCOUNTING FEES AND SERVICES – Friedman LLP	2017		2016
Audit fees	$	90,000		-
Audit-related fees		-		-
Tax fees		-		-
All other fees		-		-
Total	$	90,000		-

The Company believes that available cash and cash equivalents, together with actions as mentioned above, should enable the Company to meet presently anticipated cash needs for at least the next 12 months after the date that the financial statements are issued. However, if the Company is unable to obtain the necessary additional capital on a timely basis and on acceptable terms, it will be unable to implement its current plans for expansion, repay debt obligations or respond to competitive pressures. Any of these factors would have a material adverse effect on its business, prospects, financial condition and results of operations and raise substantial doubts about the ability of the Company to continue as a going concern. The consolidated financial statements for the years ended December 31, 2018 and 2017 have been prepared on a going concern basis and do not include any adjustments to reflect the possible future effects on the recoverability and classifications of assets or the amounts and classifications of liabilities that may result from the inability of the Company to continue as a going concern.

The category of “Audit fees” includes fees for our annual audit, quarterly reviews and services rendered in connection with regulatory filings with the SEC, such as the issuance of comfort letters and consents.F-8

~~The category~~REBEL ~~of “Audit-related fees” includes employee benefit plan audits~~GROUP, ~~internal control reviews and accounting consultation~~INC.

~~All above~~NOTES ~~audit~~TO ~~services~~CONSOLIDATED ~~and~~FINANCIAL audit-related services were pre-approved by the Board of Directors, which concluded that the provision of such services by Centurion ZD CPA Limited, formerly, DCAW (CPA) Ltd, formerly Dominic K.F. Chan & Co. was compatible with the maintenance of the firm’s independence in the conduct of its audits.STATEMENTS

44(Stated in US Dollars)

~~PART IV~~2. Summary of principal accounting policies (continued)

~~ITEM~~Advertising ~~15. EXHIBITS~~and ~~AND~~marketing ~~FINANCIAL STATEMENT SCHEDULES~~expenditure

~~(a)~~Advertising ~~Financial~~and ~~Statements~~marketing expenditure is expensed when incurred and is included in “cost of sales” in the consolidated statements of operations. Advertising and marketing expenses were US$466,752 and US$301,605 for the years ended December 31, 2018 and 2017, respectively.

~~The~~Revenue ~~following are filed as part of this report:~~recognition

~~Financial~~The Company adopted Accounting ~~Statements~~Standards Codification 606, Revenue from Contracts with Customers (“Topic 606”), as of January 1, 2018 using the modified retrospective transition method. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts have not been adjusted and continue to be reported in accordance with the Company’s historic accounting under Topic 605. Topic 606 prescribes a five-step model for recognizing revenue which includes (i) identifying contracts with customers; (ii) identifying performance obligations; (iii) determining the transaction price; (iv) allocating the transaction price and (v) recognizing revenue.

The Company derives revenues principally from the following ~~financial~~sources: ~~statements~~(i) ofadvertising ~~Rebel~~and ~~Group~~sponsorship sales, ~~Inc.~~(ii) live event ticket sales, and ~~Report~~(iii) direct-to-consumer sales of ~~Independent~~merchandise ~~Registered~~at ~~Public~~the ~~Accounting~~live ~~Firm~~event ~~are~~venues. ~~presented in~~The below describes the ~~“F”~~revenue ~~pages~~recognition policies in further detail for each major revenue source of ~~this~~the ~~Report:~~Company.

	PAGES
REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS	F-2
CONSOLIDATED BALANCE SHEETS	F-4
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS	F-5
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY	F-6
CONSOLIDATED STATEMENTS OF CASH FLOWS	F-7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	F-8 – F-25

Advertising and sponsorships: through the advertising and sponsorship agreements with customers, the Company offers a full range of the promotional vehicles, including online and print advertising, on-air announcements and special appearances by our fighters. The Company allocates the transaction price to all performance obligations contained within a sponsorship and advertising arrangement based upon their relative standalone selling price. Revenues are recognized as each performance obligation is satisfied, which generally occurs when the sponsorship and advertising is aired, exhibited, performed or played on the applicable media platform.

45Live event ticket sales: revenues from the live event ticket sales are recognized upon the occurrence of the related live event.

~~(b)~~Direct-to-consumer ~~Exhibits~~venue merchandise sales: direct-to-consumer merchandise sales consist of sales of merchandise at the live events. Revenues are recognized at the point of sale, as control is transferred to the customer.

~~The following~~Substantially ~~exhibits~~all ~~are~~revenue ~~filed~~was from orsponsorships ~~“furnished”~~in ~~herewith:~~the Company.

Exhibit Number		Description
3.1		Articles of Incorporation of the Company filed on September 13, 2011 (incorporated by reference herein to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on November 7, 2011).
3.2		Articles of Amendment to the Company’s Articles of Incorporation filed on March 12, 2013 (incorporated by reference herein to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 18, 2013).
3.3		Articles of Amendment to the Company’s Articles of Incorporation filed on July 9, 2014 (incorporated by reference herein to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 24, 2014).
3.4		Articles of Amendment to the Company’s Articles of Incorporation filed on December 1, 2013 (incorporated by reference herein to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 9, 2014).
3.5		Bylaws (incorporated by reference herein to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 filed with the SEC on November 7, 2011).
4.1		Specimen Stock Certificate of Common Stock of Rebel Group, Inc. (Incorporated by reference herein to Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed with the SEC on January 8, 2015).
10.1		Assignment and Assumption Agreement, dated February 19, 2014, among Moxian HK, Moxian Shenzhen and Moxian IP. (incorporated by reference herein to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 25, 2014).
10.2		License and Acquisition Agreement, dated February 21, 2014, among the Company, MOXC, Moxian BVI and Moxian CN Samoa. (incorporated by reference herein to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 25, 2014).
10.3		Form of Share Exchange Agreement dated January 30, 2015 by and among the Company, Rebel FC and Rebel FC Stockholder. (incorporated by reference herein to Exhibit 2.1 in the Company’s Current Report on Form 8-K filed on February 5, 2015.)
10.4		Form of Equity Transfer Agreement dated January 30, 2015 by and between the Company and Moxian China, Inc. (incorporated by reference herein to Exhibit 10.1 in the Company’s Current Report on Form 8-K filed on February 5, 2015.)
10.5		Plan of Disposition. (incorporated by reference herein to Exhibit 10.3 in the Company’s Current Report on Form 8-K filed on February 5, 2015.)

Currently, the Company’s revenues come from the following sources:

	Years ended December 31,
	2018		2017
Sponsorships	$	222,271	$	393,185
Other		1,512		-
Total	$	223,783	$	393,185

Exhibit Number		Description
10.6		Appraisal Report dated November 15, 2014, prepared by Grant Sherman Appraisal Limited. (incorporated by reference herein to Exhibit 10.4 in the Company’s Current Report on Form 8-K filed on February 5, 2015.)
10.7		2015 MMA Events Cooperation Agreements between Pure Heart Pte Ltd and Qingdao Quanyao Sports Consulting Co. Ltd, a Chinese entity incorporated in Qingdao. (incorporated by reference herein to Exhibit 10.7 in the Company’s Annual Report on Form 10-K filed on August 31, 2016.)
10.8		2016 MMA Events Cooperation Agreements between Pure Heart Pte Ltd and Qingdao Leibo Sports Culture Co. Ltd, a Chinese entity incorporated in Qingdao. (incorporated by reference herein to Exhibit 10.8 in the Company’s Annual Report on Form 10-K filed on August 31, 2016.)
10.9		Share Transfer Agreement dated October 1, 2017, between Rebel Group, Inc., Pure Heart Entertainment Pte Ltd., and Naixin Qi, who is the sole shareholder of Qingdao Quanyao Sports Consulting Co. Ltd., a Chinese entity incorporated in Qingdao. (incorporated by reference herein to Exhibit 10.1 in the Company’s Current Report on Form 8-K filed on October 1, 2017).
16.1		Letter of resignation from Centurion ZD CPA Ltd. as the Company’s independent registered public accounting firm (incorporated by reference herein to Exhibit 16.1 in the Company’s Current Report on Form 8-K filed on February 13, 2018).
21.1		List of Subsidiaries. (incorporated by reference herein to Exhibit 21.1 in the Company’s Annual Report on Form 10-K for the year ended September 30, 2014, filed on August 1, 2015.)
23.1		Consent of Independent Registered Accounting Firm.*
31.1		Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002;*
32.1		Certification of Chief Executive Officer and Chief Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101.INS		XBRL Instance Document.*
101.SCH		XBRL Taxonomy Extension Schema Document.*
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.*
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.*
101.LAB		XBRL Taxonomy Extension Label Linkbase Document.*
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.*

F-9

*REBEL ~~Filed~~GROUP, ~~herewith~~INC.

47NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~SIGNATURES~~(Stated in US Dollars)

~~Pursuant to~~2. ~~the~~Summary ~~requirements~~ of ~~Section~~principal 13accounting orpolicies 15(dcontinued) ~~of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.~~

Date: April 16, 2018	Rebel Group, Inc.
	By:	/s/ Aan Yee Leong, Justin
		Aan Yee Leong, Justin
		President, Chief Executive Officer, Director
		Principal Executive Officer,
		Principal Financial and Accounting Officer

Use of estimates

Date: April 16, 2018	Rebel Group, Inc.
	By:	/s/ Khian Kiee Leong
		Khian Kiee Leong
		Chairman

The preparation of the combined financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the combined financial statements, and the reported amounts of revenues and expenses during the reporting period. Our significant estimates and assumption include depreciation, allowance for trade receivables and prepayments, stock-based compensation, and the valuation allowance relating to the Company’s deferred tax assets. Actual results could differ from those estimates.

Date: April 16, 2018	Rebel Group, Inc.
	By:	/s/ Chee Keong Teng
		Chee Keong Teng
		Member of Board of Directors

Cash and cash equivalents

48Cash and cash equivalents consist of bank deposits with original maturities of three months or less, which are unrestricted as to withdrawal and use the Company maintained accounts at banks and have not experienced any losses from such concentrations.

~~REBEL~~Allowance for ~~GROUP,~~doubtful ~~INC.~~accounts

~~CONSOLIDATED~~An ~~FINANCIAL~~allowance ~~STATEMENTS~~for doubtful accounts is recorded in the period in which a loss is determined to be probable based on an assessment of specific evidence indicating doubtful collection, historical experience, account balance aging and prevailing economic conditions. Allowance is reversed when the underlying balance of doubtful accounts are subsequently collected. Accounts receivable balances are written off after all collection efforts have been exhausted.

~~FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016~~F-10

~~(Stated in~~REBEL USGROUP, ~~Dollars)~~INC.

~~INDEX~~ NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	PAGES
REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-2
CONSOLIDATED BALANCE SHEETS	F-4
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS	F-5
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY	F-6
CONSOLIDATED STATEMENTS OF CASH FLOWS	F-7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	F-8 – F-25

(Stated in US Dollars)

~~F-1~~2. Summary of principal accounting policies (continued)

~~REPORT OF~~Fair ~~INDEPENDENT~~value ~~REGISTERED~~of ~~PUBLIC~~financial ~~ACCOUNTING FIRM~~instruments

ToFair value information of financial instruments requires disclosure, whether or not recognized in the ~~Board~~balance sheets, for which it is practicable to estimate that value. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of ~~Directors~~future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, ~~Stockholders~~in many cases, could not be realized in immediate settlement of the instruments. Certain financial instruments and all nonfinancial assets and liabilities are excluded from fair value disclosure requirements. Accordingly, the aggregate fair value amounts do not represent the underlying value of the Company.

~~Rebel Group,~~Level ~~Inc~~1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

~~We have~~Level ~~audited~~2 ~~the~~inputs ~~accompanying~~to ~~consolidated balance sheet of Rebel Group, Inc. (~~the ~~“Company”)~~valuation asmethodology ofinclude ~~December~~quoted ~~31,~~prices ~~2017, and~~for ~~the~~similar ~~related~~assets ~~consolidated statements of operations~~ and ~~comprehensive~~liabilities ~~loss, changes~~ in ~~stockholders’~~active ~~equity and cash flows for the year ended December 31~~markets, ~~2017,~~ and ~~the~~inputs ~~related~~that ~~notes~~are ~~(collectively~~observable ~~referred~~for ~~to as~~ the ~~financial~~assets ~~statements).~~or ~~In our opinion~~liability, ~~the~~ ~~financial~~either ~~statements~~directly ~~referred~~or ~~to above present fairly~~indirectly, infor ~~all~~substantially ~~material respects,~~ the ~~financial~~full ~~position~~term of ~~Rebel Group, Inc. as of December 31, 2017, and~~ the ~~results~~financial ~~of their operations and their cash flows for the year ended December 31, 2017, in conformity with accounting principles generally accepted in the United States of America~~instruments.

~~Basis for~~Level ~~Opinion~~3 inputs to the valuation methodology are unobservable and significant to the fair value.

~~These financial~~As ~~statements are the responsibility~~ of ~~the~~December ~~Company’s~~31, ~~management.~~2018 ~~Our responsibility is to express an opinion on~~and ~~the~~2017, ~~Company’s~~ financial ~~statements~~instruments ~~based~~of ~~on our audit. We are a public accounting firm registered with~~ the ~~Public~~ Company ~~Accounting~~ ~~Oversight~~primarily ~~Board~~comprise ~~(United~~of ~~States)~~cash, ~~(PCAOB)~~of ~~and~~cash, ~~are~~cash ~~required~~equivalents, toother bereceivables, ~~independent~~accrued ~~with respect to the Company in accordance~~expenses, ~~with~~which the ~~U.S.~~carrying ~~federal~~amounts ~~securities~~approximated ~~laws~~their ~~and~~fair ~~the~~values ~~applicable~~because ~~rules and regulations~~ of ~~the~~their ~~Securities~~generally ~~and~~short ~~Exchange Commission and the PCAOB~~maturities.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company isuses ~~not~~quoted ~~required to have, nor were we engaged to perform, an audit of its internal control over financial~~prices ~~reporting.~~in Asactive ~~part~~markets ~~of our audit, we are required~~ to ~~obtain~~measure ~~an understanding of internal control over financial reporting, but not for~~ the ~~purpose~~fair ofvalue ~~expressing an opinion on the effectiveness~~ of the ~~Company’s~~long-term ~~internal~~investment, ~~control~~and ~~over~~is ~~financial~~classified ~~reporting. Accordingly,~~as wea ~~express~~level no1 ~~such opinion~~investment.

~~Our audit~~Foreign ~~included~~currency ~~performing procedures to assess the risks of material misstatement of the financial statements, whether due to~~translation ~~error or fraud,~~ and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.transactions

/The reporting currency of the Company is United States Dollars (“US$”), which is also the Company’s/ functional currency. The Singapore and ~~Friedman~~PRC ~~LLP~~subsidiaries maintain their books and records in its local currency, the Singapore dollar (“SGD”) and Renminbi dollar (“RMB”), which are their functional currencies as being the primary currency of the economic environment in which these entities operate.

WeTransactions in foreign currencies ~~have~~other ~~served~~than functional currencies are initially recorded at the functional currency rate ruling at the date of transaction. Any differences between the initially recorded amount and the settlement amount are recorded as a gain or loss on foreign currency transaction in the ~~Company’s~~statements ~~auditor~~of ~~since~~income. ~~2018~~Monetary assets and liabilities denominated in foreign currency are translated at the functional currency rate of exchange ruling at the balance sheet date. Any differences are taken to profit or loss as a gain or loss on foreign currency translation in the statements of income.

~~New~~The Company translated the assets ~~York,~~and ~~New~~liabilities ~~York~~into US dollars using the rate of exchange prevailing at the applicable balance sheet date and the statements of income and cash flows are translated at an average rate during the reporting period. Adjustments resulting from the translation are recorded in investors’ equity as part of accumulated other comprehensive income.

~~April 16, 2018~~F-11

~~F-2~~REBEL GROUP, INC.

~~中正達會計師事務所有限公司~~NOTES ~~Centurion~~TO ZDCONSOLIDATED ~~CPA~~FINANCIAL ~~Limited Certified Public Accountants (Practising)~~STATEMENTS

~~HK office:~~(Stated ~~7th~~in ~~Floor,~~US ~~Nan Dao Commercial Building, 359-361 Queen’s Road Central, Hong Kong~~Dollars)

~~香港皇后大道中三五九至三六一號南島商業大廈七樓~~2. Summary of principal accounting policies (continued)

~~Tel :~~Income ~~(852) 2851 7954 Fax: (852) 2545 4086~~taxes

~~Kowloon~~Deferred tax assets and liabilities ~~office:~~are ~~Room~~recognized ~~2105-06,~~for ~~21/F~~the expected future tax consequences of events that have been included in the combined financial statements or tax returns., ~~Office~~Under ~~Tower~~this method, ~~Langham~~deferred ~~Place,~~income 8taxes ~~Argyle~~are ~~Street,~~recognized ~~Mongkok~~for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income (refer to the header “Tax Cuts and Jobs Act” in Note 12 to the consolidated financial statements for further discussion on the impact to the enacted tax laws in 2017). Valuation allowances are established, ~~Kowloon~~when necessary, ~~Hong~~to ~~Kong~~reduce deferred tax assets to the amount expected to be realized.

~~九龍旺角亞皆老街八號朗豪坊辦公大樓~~Entities should recognize in ~~2105-06~~the 室audited consolidated financial statements the impact of a tax position, if that position is more likely than not of being sustained upon examination, based on the technical merits of the position. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company has elected to classify interest and penalties related to unrecognized tax benefits, if and when required, as part of income tax expense in the statements of operations.

~~Tel:~~In January 2018, the SEC staff ~~(852)~~issued ~~2780~~Staff ~~0607 Fax:~~Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (~~852~~“SAB 118”) to ~~2780~~provide ~~0013~~ guidance for companies that have not completed their accounting for the income tax effects of the 2017 Tax Act in the period of enactment. Specifically, SAB 118 states that companies that have not completed accounting for the effects of the 2017 Tax Act by financial reporting deadlines may report provisional amounts based on reasonable estimates for items for which the accounting is incomplete. Those provisional amounts will be subject to adjustment during a measurement period that begins in the reporting period that includes the 2017 Tax Act’s enactment date and ends when a company has obtained, prepared and analyzed the information needed to complete the accounting requirements under ASC 740 Income Taxes. The measurement period should not extend beyond one year from the enactment date. Furthermore, SAB 118 states that if a company cannot make a reasonable estimate for an income tax effect, it should not account for that effect until it can make such an estimate.

~~REPORT~~One-time transitional tax. As OFpart ~~INDEPENDENT~~of ~~REGISTERED~~the ~~PUBLIC~~2017 ~~ACCOUNTING~~Tax ~~FIRM~~Act, total foreign earnings and profits (“E&P”) after 1986, that were previously deferred from U.S. federal taxation, are subject to a one-time tax on the mandatory deemed repatriation of foreign earnings. The Company’s provisional analysis of the one-time transition tax resulted in no additional taxes being owed due to the overall accumulated E&P deficit for the income tax purpose.

The Company has determined that ~~Board~~we cannot make a reasonable estimate of ~~Directors~~the ~~and~~income ~~Stockholders~~tax effect with respect to global intangible low-taxed income (GILTI) provisions of the 2017 Tax Act. The GILTI provisions allow companies to make an accounting policy election to either (i) account for GILTI as a component of tax expense in the period in which the entity is subject to the rules or (ii) account for GILTI in the entity’s measurement of deferred taxes. Our ultimate accounting policy election will depend on our estimates of future taxable income related to GILTI. Refer to the Note 12 - “Income Taxes” for further discussion on the impact of tax laws enacted during 2017.

~~Rebel Group, Inc.~~F-12

~~We have~~REBEL ~~audited the accompanying consolidated balance sheets of Rebel Group~~GROUP, ~~Inc~~INC. and subsidiaries (the “Company”), as of December 31, 2016 and 2015 and the related consolidated statements of operations, shareholders’ equity and other comprehensive loss, and cash flows, for the years ended December 31, 2016 and 2015. 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 audits.

~~We conducted~~NOTES ~~our~~TO ~~audits~~CONSOLIDATED inFINANCIAL accordance with the standards of the Public Company Accounting Oversight Board (United States). 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, 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.STATEMENTS

~~In our~~(Stated ~~opinion, these financial statements present fairly,~~ in ~~all~~US material respects, the financial position of the Company as of December 31, 2016 and 2015 and the results of its operations and their cash flows for the years ended December 31, 2016 and 2015 in conformity with accounting principles generally accepted in the United States of America.Dollars)

~~Centurion ZD CPA Ltd~~2. ~~(fka~~Summary ~~DCAW~~of ~~(CPA)~~principal ~~Ltd.~~accounting aspolicies ~~successor to Dominic K.F. Chan & Co.~~(continued)

~~Certified Public~~Earnings ~~Accountants~~(loss) per share

~~Hong~~Basic ~~Kong,~~earnings ~~April~~(loss) ~~14,~~per ~~2017~~share is based on the weighted average number of common shares outstanding during the period while the effects of potential common shares outstanding during the period are included in diluted earnings per share. The average market price during the year is used to compute equivalent shares.

FEmployee equity share options, non-3vested shares and similar equity instruments granted to employees are treated as potential common shares in computing diluted earnings per share. Diluted earnings per share should be based on the actual number of options or shares granted and not yet forfeited, unless doing so would be anti-dilutive. The Company uses the “treasury stock” method for equity instruments granted in share-based payment transactions.

~~REBEL GROUP,~~Plant ~~INC.~~and equipment

~~CONSOLIDATED~~Plant and equipment are recorded ~~BALANCE~~at ~~SHEETS~~cost. Significant additions or improvements extending useful lives of assets are capitalized. Maintenance and repairs are charged to expense as incurred. Depreciation is computed using the straight-line method over the estimated useful lives as follows:

~~(Stated in~~Equipment US3 ~~Dollars)~~- 5 years

	As of December 31,
	2017		2016
ASSETS
Current assets:
Cash and cash equivalents	$	40,372	$	22,321
Trade and other receivables		60,905		896,631
Trade and other related party receivables		271,142		-
Total current assets		372,419		918,952
Property and equipment, net		31,469		29,191
Intangible assets, net		98,625		103,508
Goodwill		6,719,542		-
Long-term investment		14,980,350		12,373,380
TOTAL ASSETS	$	22,202,405	$	13,425,031
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Bank loan	$	-	$	11,352
Convertible loans		495,391		-
Accrued expenses		29,258		-
Trade and other payables		329,602		263,810
Deposit		30,000		-
Due to shareholders		1,178,675		1,026,432
Income taxes payable		48,526		-
Total current liabilities		2,111,452		1,301,594
Deferred tax liabilities		3,145,874		1,606,983
TOTAL LIABILITIES	$	5,257,326	$	2,908,577
STOCKHOLDERS’ EQUITY
Preferred stock ($0.0001 par value; authorized 100,000,000 shares, none issued and outstanding at December 31, 2017 and 2016)		-		-
Common stock ($0.0001 par value; authorized 500,000,000 shares, 42,797,008 and 23,000,118 shares issued and outstanding at December 31, 2017 and 2016)		4,280		2,300
Additional paid-in capital		7,585,435		47,700
Retained earnings		5,283,484		7,478,850
Accumulated other comprehensive income		4,071,880		2,987,604
Total Shareholders’ equity		16,945,079		10,516,454
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	22,202,405	$	13,425,031

Intangible assets

~~See~~Intangible assets, comprising ~~accompanying~~trade ~~notes~~mark toand ~~consolidated~~other ~~financial~~intangible ~~statements~~assets, which are separable from the fixed assets, are stated at cost less accumulated amortization. Amortization is computed using the straight-line method over the estimated useful lives of 10 years.

~~F-4~~Goodwill

~~REBEL~~Goodwill represents the excess ~~GROUP,~~of ~~INC~~the consideration over the fair value of the net assets acquired at the date of acquisition. Goodwill is not amortized but rather tested for impairment at least annually at the reporting until level by applying a fair-value based test in accordance with accounting and disclosure requirements for goodwill and other indefinite-lived intangible assets. This test is performed by management annually or more frequently if the Company believes impairment indicators are present.

~~CONSOLIDATED STATEMENTS~~Impairment OFof ~~OPERATIONS AND COMPREHENSIVE LOSS~~long-lived assets

~~(Stated~~The Company reviews its long-lived assets, other than goodwill, including property and equipment and intangible assets with definite lives for impairment whenever events or changes in UScircumstances ~~Dollars)~~indicate that the carrying amount of an asset may no longer be recoverable. When these events occur, the Company measures impairment by comparing the carrying values of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flows is less than the carrying amounts of the assets, the Company would recognize an impairment loss based on the excess of the carrying value over the assessed discounted cash flow amount.

	For the Years ended December 31,
	2017			2016
Revenues, net	$	393,185		$	245,763
Operating expenses
Depreciation and amortization expenses		(31,278	)		(27,663	)
General and administrative expenses		(2,484,187	)		(429,308	)
Loss from operations		(2,122,280	)		(211,208	)
Other (expense) income		(28,579	)		23,013
Loss before income tax expenses		(2,150,859	)		(188,195	)
Income tax expenses		(44,507	)		-
Net loss		(2,195,366	)		(188,195	)
Other comprehensive income (loss)
Foreign currency translation adjustments		16,196			5,372
Unrealized fair value gain (loss) related to long-term investment, net of tax of ($1,538,890) and $9,287,817 for the years ended December 31, 2017 and 2016		1,068,080			(17,248,803	)
Other comprehensive income (loss), before tax		1,084,276			(17,243,431	)
Comprehensive loss	$	(1,111,090	)	$	(17,431,626	)
Loss per share
Basic and diluted loss per common share	$	(0.08	)	$	(0.01	)
Basic and diluted weighted average common shares outstanding		28,283,890			23,000,118

F-13

~~See accompanying~~REBEL ~~notes~~GROUP, ~~to consolidated financial statements~~INC.

~~F-5~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~REBEL GROUP,~~(Stated ~~INC.~~in US Dollars)

~~CONSOLIDATED STATEMENTS~~2. OFSummary ~~STOCKHOLDERS’EQUITY~~of principal accounting policies (continued)

~~(Stated in~~Impairment USof ~~Dollars)~~goodwill

										Accumulated
					Additional					Other
	Common Stock				Paid-in		Retained			Comprehensive
	Shares		Amount		Capital		Earnings			Income			Total
Balance, December 31, 2015		23,000,118	$	2,300	$	47,700	$	7,667,045		$	20,231,035		$	27,948,080
Net loss		-		-		-		(188,195	)		-			(188,195	)
Unrealized loss on investment, net of tax $9,287,817		-		-		-		-			(17,248,803	)		(17,248,803	)
Foreign currency adjustment		-		-		-		-			5,372			5,372
Balance, December 31, 2016		23,000,118	$	2,300	$	47,700	$	7,478,850		$	2,987,604		$	10,516,454
Net loss		-		-		-		(2,195,366	)		-			(2,195,366	)
Shares issued in connection with acquisition of subsidiary		12,000,000		1,200		4,173,800								4,175,000
Issuance of shares for cash		7,131,890		713		3,019,002		-			-			3,019,715
Issuance of shares for services		665,000		67		344,933								345,000
Unrealized gain on investment, net of tax of ($1,538,890)		-		-		-		-			1,068,080			1,068,080
Foreign currency adjustment		-		-		-		-			16,196			16,196
Balance, December 31, 2017		42,797,008	$	4,280	$	7,585,435	$	5,283,484		$	4,071,880		$	16,945,079

The Company reviews the carrying value of intangible assets with indefinite lives not subject to amortization, including goodwill, to determine whether impairment may exist annually or more frequently if events and circumstances indicate that it is more likely than not that an impairment has occurred. The Company has the option to assess qualitative factors to determine whether it is necessary to perform the two-step assessment. If the Company believes, as a result of the qualitative assessment, that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the two-step quantities impairment test described below is required. The first step compares the fair values of each reporting unit to its carrying amount, including goodwill. If the fair value of each reporting unit exceeds its carrying amount, the assets are not considered to be impaired and the second step will not be required. If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of goodwill to the carrying value of a reporting unit’s goodwill. The implied fair value of goodwill is determined in a manner similar to accounting for a business acquisition with the allocation of the assessed fair value determined in the first step to the assets and liabilities of the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to the assets and liabilities is the implied fair value of goodwill. An impairment loss is recognized for any excess in the carrying value of goodwill over the implied fair value of goodwill. Estimating fair value is performed by utilizing various valuation techniques, with the primary technique being a discounted cash flow.

~~See accompanying~~The ~~notes~~Company performed its annual goodwill impairment review for the year ended December 31, 2018 and determined to ~~consolidated~~fully ~~financial~~impair ~~statements~~the goodwill arising from acquisition of Quanyao of $6,719,542 as of December 31, 2018.

FLong-6term investment

~~REBEL~~Investments comprise marketable ~~GROUP~~securities which are classified as available-for-sale securities and are carried at fair value with unrealized gains and losses, net ~~INC~~of taxes, reported as a separate component of shareholders’ equity (deficit). The Company determines any realized gains or losses on the sale of marketable securities on a specific identification method and records such gains and losses as a component of other comprehensive loss, net of taxes in the unaudited consolidated statement of operations.

~~CONSOLIDATED STATEMENTS~~Comprehensive OFincome ~~CASH FLOWS~~(loss)

The Company has adopted FASB Accounting Standard Codification Topic 220 (~~Stated~~“ASC 220”) “Comprehensive inincome”, USwhich ~~Dollars~~establishes standards for reporting and the presentation of comprehensive income (loss), its components and accumulated balances. Accumulated other comprehensive income represents the unrealized fair value (loss) gain on long-term investment and the accumulated balance of foreign currency translation adjustments of the Company.

	Years ended December 31,
	2017			2016
Cash flows from operating activities:
Net loss	$	(2,195,366	)	$	(188,195	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Stock-based compensation		345,000			-
Depreciation and amortization expense		31,278			27,663
Changes in operating assets and liabilities:
Decrease (increase) in trade and other receivables		(1,905,527	)		(225,553	)
Increase in accrued expenses		40,350			-
Increase in trade and other payables		137,097			125,079
Increase in taxes payable		48,526			-
Net cash used in operating activities		(3,498,642	)		(261,006	)
Cash flows from investing activities:
Acquisition of subsidiaries, net of cash and cash equivalents		1,870			-
Purchases of equipment		(18,863	)		(1,589	)
Net cash used in investing activities		(16,993	)		(1,589	)
Cash flows from financing activities:
Proceeds from the issuance of shares		3,019,715			-
Deposit received		30,000			-
Convertible loans		495,391			-
Bank loan repayment		(12,286	)		(9,538	)
Due to shareholders		(253,669	)		238,798
Trade and other receivables - related party		205,560			-
Net cash provided by financing activities		3,484,711			229,260
Decrease in cash and cash equivalents		(30,924	)		(33,335	)
Effect of foreign currency translation		48,975			2,566
Cash and cash equivalents at beginning of year		22,321			53,090
Cash and cash equivalents at end of year	$	40,372		$	22,321
Supplemental cash flow disclosures:
Cash paid for bank loan interest	$	263		$	1,025
Cash paid for income tax	$	4,507		$	-
Major non-cash transactions:
Unrealized fair value gain (loss) on long-term investment	$	2,606,970		$	(26,536,620	)
Shares issued for the acquisition of Qingdao Quanyao	$	4,175,000		$	-
Cancellation of other receivable for acquisition of Qingdao Quanyao	$	2,825,000		$	-
Assets assumed from the acquisition Qingdao Quanyao	$	280,458		$	-
Goodwill acquired in business combination	$	6,719,542		$	-

F-14

~~See accompanying~~REBEL ~~notes~~GROUP, ~~to consolidated financial statements~~INC.

~~F-7~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~REBEL GROUP,~~(Stated ~~INC.~~in US Dollars)

~~NOTES TO~~2. ~~CONSOLIDATED~~Summary ~~FINANCIAL~~of ~~STATEMENTS~~principal accounting policies (continued)

~~(Stated in~~Concentrations USand ~~Dollars)~~risks

1.- ~~Organization~~Foreign ~~and~~currency ~~nature of operations~~risk

~~Rebel Group,~~A ~~Inc.~~majority ~~(f/k/a~~of ~~Inception~~the ~~Technology~~Company’s expense ~~Group,~~transactions ~~Inc.~~are ~~and~~denominated ~~utilizes~~in ~~the~~RMB ~~trade~~and ~~name~~a ofsignificant ~~Rebel~~portion ~~Fighting~~of ~~Championship,~~ the “ Company~~”) was~~ ~~incorporated~~and ~~under~~its ~~the~~subsidiaries’ ~~laws~~assets ofand ~~the~~liabilities are ~~State~~denominated ofin ~~Florida~~RMB. onRMB ~~September~~is ~~13,~~not ~~2011.~~freely ~~The~~convertible ~~Company~~into ~~organizes, promotes~~foreign ~~and~~currencies. ~~hosts~~In ~~mixed~~the ~~martial~~PRC, ~~arts~~certain ~~(“MMA”)~~foreign ~~events~~exchange ~~featuring~~transactions are ~~top~~required ~~level~~by ~~athletic~~law ~~talent.~~to ~~With~~be ~~assistance~~transacted ~~from contracted~~only ~~production~~by ~~crews,~~authorized ~~the~~financial ~~Company~~institutions ~~also~~at ~~produces~~exchange ~~and~~rates ~~distributes,~~set ~~through~~by the ~~internet~~People’s ~~and~~Bank of ~~social~~China ~~media,~~(“PBOC”). ~~and~~Remittances ~~sells~~in ~~the rights~~currencies toother ~~distribute~~than toRMB ~~television~~by ~~stations,~~the ~~videos~~Company ofin ~~its~~China ~~MMA~~must ~~events.~~be ~~The~~processed ~~Company~~through ~~seeks~~the PBOC toor ~~promote~~other ~~MMA~~China inforeign ~~Asian~~exchange ~~countries through~~regulatory ~~hosting~~bodies ~~events~~which ~~that~~require ~~attract~~certain ~~talented~~supporting ~~fighters~~documentation ~~from~~in ~~all~~order ~~over~~to affect the ~~world~~remittance.

~~On January~~Our ~~30,~~functional ~~2015,~~currency weis ~~completed~~ the RMB ~~acquisition~~and ofSingapore ~~Rebel~~dollars ~~Holdings~~in ~~Limited~~subsidiaries ~~(“Rebel~~in ~~FC”)~~China ~~pursuant~~and ~~to a Share Exchange Agreement. (“Share Exchange Agreement~~Singapore,” ~~such transaction~~respectively, ~~the~~and ~~“Share~~our ~~Exchange~~financial ~~Transaction”),~~statements ~~whereby~~are ~~the~~presented in ~~Company~~U.S. ~~issued~~dollars. toThe ~~the~~Singapore ~~Rebel~~dollars FCdepreciated ~~Stockholder~~by an7.6% ~~aggregate~~in offiscal ~~20,700,000~~year ~~shares~~2017. ofIt ~~its~~is ~~Common~~difficult ~~Stock,~~to inpredict ~~exchange~~how ~~for~~market ~~100%~~forces ofor ~~the~~PRC ~~equity~~or ~~interests of Rebel FC held by the Rebel FC Stockholder~~U.S. ~~The~~government ~~shares~~policy ofmay ~~our~~impact ~~Common Stock received by~~ the ~~Rebel~~exchange FCrate ~~Stockholder in~~between the ~~Share~~RMB ~~Exchange Transaction constitute approximately 90% of our issued~~ and ~~outstanding Common Stock giving effect to~~ the ~~issuance~~ ofU.S. ~~shares~~dollar ~~pursuant~~in to the ~~Share Exchange Agreement~~future. AsThe achange ~~result~~in of the ~~Share Exchange Transaction, Rebel FC, together~~value ~~with~~of ~~its~~the ~~subsidiaries,~~RMB ~~Pure~~relative ~~Heart~~to ~~Entertainment~~the ~~Pte Ltd~~U.S. ~~(“Pure~~dollar ~~Heart”)~~may ~~and~~affect ~~SCA~~our ~~Capital~~financial ~~Limited~~results ~~(“SCA~~reported ~~Capital”), became~~in the ~~Company’s wholly-owned subsidiaries~~U.S. ~~The~~dollar ~~acquisition~~terms ~~was~~without ~~accounted~~giving ~~for~~effect to asany aunderlying ~~reverse~~changes ~~merger~~in ~~and~~our ~~recapitalization effected~~business byor ~~the~~results ~~Share~~of ~~Exchange Transaction~~operations. ~~Rebel~~Currently, FCour ~~is considered the acquirer for accounting and financial reporting purposes. The~~ assets, ~~and~~ liabilities, ofrevenues ~~the acquired entity have been brought forward at their historical value~~ and nocosts ~~goodwill~~are denominated ~~has~~in ~~been recognized~~RMB.

~~The exchange~~To ~~transaction~~the ~~was~~extent ~~accounted~~that ~~for~~the asCompany needs ato ~~reverse~~convert ~~acquisition~~U.S. indollars ~~accordance~~into ~~with~~RMB ~~generally~~for ~~accepted~~capital ~~accounting~~expenditures ~~principles~~and ~~of America. For~~working ~~financial~~capital ~~reporting~~and other business purposes, ~~this~~appreciation of ~~transaction~~RMB isagainst ~~classified~~U.S. asdollar awould ~~recapitalization~~have ofan adverse effect on the RMB amount the Company ~~and~~would ~~Pure~~receive ~~Heart~~from the conversion. Conversely, ~~The~~if ~~accompanying~~the ~~audited~~Company ~~consolidated~~decides ~~financial~~to ~~statements~~convert ~~were~~RMB ~~retroactively~~into ~~adjusted~~U.S. todollar ~~reflect~~for the ~~effects~~purpose of ~~the~~making ~~recapitalization~~payments for dividends, strategic acquisition ofor ~~the~~investments ~~financial~~or ~~statements~~other business purposes, appreciation of ~~the~~U.S. ~~Company~~dollar ~~and~~against RMB would have a negative effect on the ~~historical~~U.S. ~~financial~~dollar amount ~~statements~~available ofto ~~Pure~~the ~~Heart~~Company.

~~Also on~~- ~~January~~Significant 30, 2015, we transferred 100% equity interests of Moxian Intellectual Property Limited (“Moxian IP), our subsidiary, to Moxian, Inc. (“MOXC”) pursuant to the Equity Transfer Agreement. As a result of the Equity Transfer Transaction, Moxian IP ceased to be a subsidiary of the Company.customers

~~Rebel FC,~~For ~~which utilizes~~ the ~~trade~~years ~~name~~ended ~~of Rebel Fighting Championship~~December 31, ~~was~~2018 ~~incorporated~~and ~~on October 28~~2017, ~~2014~~one incustomer ~~British~~accounted ~~Virgin~~for ~~Islands and~~100% ~~engages in hosting~~ and ~~promoting~~99.9% ~~MMA~~of ~~events~~the ~~since~~Company’s ~~its~~total ~~corporation~~revenues, respectively.

~~Pure Heart~~Statement ~~was incorporated under the laws~~ of ~~the~~Cash Singapore on August 24, 2000 under the name “Soo Kee Coffeeshop Pte. Ltd.” Effective on November 27, 2002, it changed its name to “Asia Pacific Export International Pte Ltd.” It later changed its name from “Asia Pacific Export International Pte Ltd.” to “Pure Heart Entertainment Pte Ltd.” on June 7, 2013. As of October 30, 2014, it became a wholly owned subsidiary of Rebel FC. Pure Heart is an operating subsidiary of the Company and is dedicated to hosting and promoting MMA events.Flows

~~SCA~~Cash flows from the Company’s ~~Capital,~~operations aare ~~British~~formulated ~~Virgin~~based ~~Islands~~upon ~~company,~~the ~~was~~local ~~incorporated~~currencies. onAs ~~January~~a 7result, ~~2011~~amounts ~~and~~related ~~holds~~to ~~the~~assets ~~intellectual~~and ~~property~~liabilities ~~rights~~reported ~~relating~~on to the ~~Rebel~~statements FCof ~~business.~~cash Onflows ~~October~~will ~~28,~~not ~~2014,~~necessarily ~~SCA~~agree ~~Capital~~with ~~became~~changes in the ~~wholly-owned~~corresponding ~~subsidiary~~balances ofon ~~Rebel~~the FCbalance sheets.

On June 21, 2017, Pure Heart formed Rebel Shanghai Limited, which was incorporated in Shanghai China in order to acquire Qingdao Quanyao Sports Consulting Co. Ltd. and the business expansion in the southern part of PRC.F-15

~~On October~~REBEL 1GROUP, ~~2017, the Company entered into a Share Transfer Agreement (the “Share Transfer”) with Naixin Qi, an individual (the “Shareholder”), the sole shareholder of Qingdao Quanyao Sports Consulting Co~~INC. ~~Ltd, a company organized under the laws of PRC (the “Qingdao Quanyao”).~~

~~Pursuant to~~NOTES ~~the~~TO ~~Transfer~~CONSOLIDATED ~~Agreement,~~FINANCIAL Pure Heart, through a wholly foreign owned entity (the “WOFE”) agreed to acquire 100% share of the outstanding equity interests (the “Equity Stake”) of the Qingdao Quanyao from the Shareholder with the purchase price valued at approximately $7,000,000 consisting of the following: (i) the forgiveness of debt owed by the Target Company to Pure Heart as of October 1, 2017, in the amount of approximately $2,825,000 (the “Forgiven Debts”) and (ii) 12,000,000 shares (the “Shares”) of the common stock of the Company, par value $0.0001 per share (the “Common Stock”) (together the “Purchase Price”) (See Note 3 to the consolidated financial statements for detail).STATEMENTS

~~Qingdao Quanyao holds 50% shares of Qingdao Leibo Sports Culture Co Ltd since January 8, 2015~~ (~~date~~Stated ofin ~~incorporation~~US Dollars).

~~F-8~~2. Summary of principal accounting policies (continued)

~~REBEL GROUP,~~Risks ~~INC.~~and Uncertainties

~~NOTES~~The significant operations of TOthe ~~CONSOLIDATED~~Company ~~FINANCIAL~~are ~~STATEMENTS~~located in the PRC. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by political, economic, and legal environments in the PRC, as well as by the general state of the PRC economy. The Company’s results may be adversely affected by changes in the political, regulatory and social conditions in the PRC. Although the Company has not experienced losses from these situations and believes that it is in compliance with existing laws and regulations including its organization and structure disclosed in Note 1, may not be indicative of future results.

~~(Stated in~~Recently USIssued ~~Dollars)~~Accounting Guidance

2In February 2016, the FASB issued ASU 2016-02, Amendments to the Accounting Standards Codification (“ASC”) 842 Leases. ~~Summary~~This ofupdate ~~principal~~requires lessee to recognize the assets and liability (the lease liability) arising from operating leases on the balance sheet for the lease term. When measuring assets and liabilities arising from a lease, a lessee (and a lessor) should include payments to be made in optional periods only if the lessee is reasonably certain to exercise an option to extend the lease or not to exercise an option to terminate the lease. Twelve months or less lease term, a lessee is permitted to make an accounting ~~policies~~policy election not to recognize lease assets and liabilities. If a lessee makes this election, it should recognize lease expense on a straight-line basis over the lease term. In transition, this update will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases. In March 2019, the FASB issued ASU 2019-01, Codification Improvements to Topic 842, Leases. Management have adopted an accounting policy to not recognize an asset for leases with a term of twelve months or less, therefore does not believe the adoption of these ASUs would have a material effect on the Company’s unaudited condensed consolidated financial statements.

~~Basis~~On June 20, 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718) - Improvements to Nonemployee Share-Based Payment Accounting, which aligns the accounting for share-based payment awards issued to employees and nonemployees. Under ASU No. 2018-07, the existing employee guidance will apply to nonemployee share-based transactions (as long as the transaction is not effectively a form of financing), ~~presentation~~with the exception of specific guidance related to the attribution of compensation cost. The cost of nonemployee awards will continue to be recorded as if the grantor had paid cash for the goods or services. In addition, the contractual term will be able to be used in lieu of an expected term in the option-pricing model for nonemployee awards. The new standard is effective for us on January 1, 2019. Early adoption is permitted, including in interim periods, and ~~consolidation~~should be applied to all new awards granted after the date of adoption. The Company does not believe this guidance will have a material impact on its unaudited condensed consolidated financial statements.

~~The consolidated~~In ~~financial~~August ~~statements~~2018, of the ~~Company~~FASB ~~and~~Accounting Standards ~~its~~Board ~~subsidiaries~~issued ~~are~~ASU ~~prepared~~No. ~~and~~2018-13, ~~presented~~“Fair inValue ~~accordance~~Measurement ~~with~~(Topic ~~accounting principles~~820): ~~generally~~Disclosure ~~accepted~~Framework inChanges to the ~~United~~Disclosure Requirements ~~States~~for Fair Value Measurement” (“~~U.S.~~ASU ~~GAAP~~2018-13”). ~~and~~ASU ~~pursuant~~2018-13 tomodifies the ~~rules~~disclosure ~~and~~requirements ~~regulations~~on fair ofvalue ~~the~~measurements. ASU 2018-13 is effective for public entities for fiscal years beginning after December 15, 2019, with Uearly adoption permitted for any removed or modified disclosures.S. ~~Securities~~The removed and ~~Exchange~~modified ~~Commission~~disclosures ~~(“SEC”)~~will be adopted on a retrospective basis and the new disclosures will be adopted on a prospective basis. The Company does not expect this guidance will have a material impact on its condensed consolidated financial statements.

~~All~~In May 2019, the FASB Accounting ~~significant~~Standards ~~inter~~Board issued ASU No. 2019-~~company~~06, ~~transactions~~“Intangibles-Goodwill and ~~balances~~Other ~~have~~(Topic ~~been~~350), ~~eliminated~~Business Combinations (Topic 805), and Not-for-Profit Entities (Topic 958): Extending the Private Company Accounting Alternatives on Goodwill and Certain Identifiable Intangible Assets to Not-for-Profit Entities” (“ASU 2019-06”). ASU 2019-06 extended the goodwill accounting alternative that allows an eligible entity to amortize goodwill acquired in a business combination and test that goodwill for impairment upon a ~~consolidation~~triggering event. Management will not adopt the alternative goodwill accounting policy and does not expect this guidance would have a material effect on the Company’s unaudited condensed consolidated financial statements.

~~The Company’s~~Aside ~~audited~~from ~~consolidated~~the ~~financial~~above, ~~statements~~the ~~have~~Company does ~~been~~not ~~presented~~believe onother ~~the~~recently ~~basis~~issued ~~that~~but itnot isyet aeffective ~~going~~accounting ~~concern~~statements, ~~which~~would ~~contemplates the~~have ~~realization~~a ofmaterial ~~assets~~effect ~~and~~on the ~~satisfaction~~Company’s financial ofposition ~~liabilities~~or inon the ~~normal~~results ~~course~~ of ~~business~~operations. ~~The fiscal year end is December 31.~~

~~Liquidity and capital resource~~ Reclassification

~~As of~~Certain ~~December~~prior ~~31, 2017, the Company had cash and cash equivalents of $40,372, decreased $18,051, when comparing with $22,321 as of December 31, 2016. The net cash used in operating activities for the~~ year ~~ended~~amounts December 31, 2017 was $3,498,642, decreased about $3,237,636 when comparing with $261,006 for the year ended December 31, 2016. The net decrease in cash and cash equivalents was mainly result from cash used for the operation. The Company’s principal sources of liquidity have been ~~cash~~reclassified ~~provided by advances from shareholders. The Company’s operating results for future periods are subject~~ to ~~numerous~~conform ~~uncertainties and it is uncertain if the Company will be able~~ to ~~maintain profitability and continue growth for~~ the ~~foreseeable~~current ~~future~~year presentation. IfThese ~~management is~~reclassifications ~~not~~have ~~able~~no toeffect ~~increase~~on ~~revenue and manage operating expenses in line with revenue forecasts,~~ the ~~Company~~accompanying ~~may not be able to maintain~~consolidated ~~profitability~~financial statements.

~~The Company will focus on improving operation efficiency and cost reduction, developing core cash~~F-generating business. Actions include extent the advances from the major shareholders, seeking additional public and/or private issuance of securities, as well as look for strategic business partners to optimize our operations. On March 16, 2018, the Company entered into a Subscription Agreement (the “Subscription Agreement”) with Shaw Chai Li Howard, a third party investor (the “Investor”). The Investor is expected to remit three equal instalments in the amount of $1 million each, and $3 million in the aggregate, in exchange for such numbers of the Company’s common stock as determined pursuant to the terms and conditions of the Subscription Agreement. Pursuant to the Subscription Agreement, all three instalments are expected to be remitted prior to December 31, 2018. The Company also received financial support commitments from the Company’s major shareholder.

~~The Company~~REBEL ~~believes that available cash and cash equivalents~~GROUP, ~~together with actions as mentioned above, should enable the Company to meet presently anticipated cash needs for at least the next 12 months after the date that the financial statements are issued~~INC. However, if the Company is unable to obtain the necessary additional capital on a timely basis and on acceptable terms, it will be unable to implement its current plans for expansion, repay debt obligations or respond to competitive pressures. Any of these factors would have a material adverse effect on its business, prospects, financial condition and results of operations and raise substantial doubts about the ability of the Company to continue as a going concern. The consolidated financial statements for the years ended December 31, 2017 and 2016 have been prepared on a going concern basis and do not include any adjustments to reflect the possible future effects on the recoverability and classifications of assets or the amounts and classifications of liabilities that may result from the inability of the Company to continue as a going concern.

~~Revenue recognition~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~Revenue is~~(Stated ~~recognized~~in ~~when~~US ~~persuasive evidence of an arrangement exists; delivery has occurred or services have been rendered; the price is fixed or determinable; and collectability is reasonably assured.~~Dollars)

~~Use of~~3. ~~estimates~~Business acquisition

~~The~~On October 1, 2017, Rebel Group, ~~preparation~~Inc., ofa ~~the~~Florida ~~combined~~corporation ~~financial~~(the ~~statements~~“Company”) inentered ~~conformity~~into ~~with~~a ~~generally~~Share ~~accepted~~Transfer ~~accounting~~Agreement ~~principles~~(the ~~requires~~“Share ~~management~~Transfer”) towith ~~make~~Naixin ~~estimates~~Qi, ~~and~~an ~~assumptions~~individual ~~that~~(the ~~affect~~“Shareholder”), the ~~reported~~sole ~~amounts~~shareholder of ~~assets~~Qingdao ~~and~~Quanyao ~~liabilities~~Sports ~~and~~Consulting ~~disclosures of contingent assets~~Ltd, ~~and~~a ~~liabilities~~company atorganized under the ~~date~~laws of ~~the~~PRC ~~combined financial statements, and~~ (the ~~reported~~“Qingdao ~~amounts~~Quanyao”). ofThe ~~revenues~~Company ~~and~~believes ~~expenses~~that ~~during~~ the ~~reporting~~ ~~period.~~acquisition ~~Actual~~will allow ~~results~~it ~~could~~to ~~differ~~better ~~from~~manage ~~those estimates~~opportunities.

~~Cash~~Pursuant to the Transfer Agreement, Pure Heart, through a wholly foreign owned entity (the “WOFE”) agreed to acquire 100% of the outstanding equity interests (the “Equity Stake”) of the Qingdao Quanyao from the Shareholder with the purchase price valued at approximately $7,000,000 consisting of the following: (i) the forgiveness of debt owed by the Qingdao Quanyao to Pure Heart as of October 1, 2017, in the amount of approximately $2,825,000 (the “Forgiven Debts”) and ~~cash~~(ii) ~~equivalents~~12,000,000 shares (the “Shares”) of the common stock of the Company, par value $0.0001 per share (the “Common Stock”) (together the “Purchase Price”).

~~Cash and~~Qingdao ~~cash~~Quanyao ~~equivalents~~holds ~~consist~~50% shares of ~~bank~~Qingdao ~~deposits~~Leibo ~~with~~Sports ~~original~~Culture ~~maturities~~Co ofLtd ~~three~~(“Leibo”) ~~months~~since orJanuary ~~less~~8, ~~which~~2015 ~~are~~(date ~~unrestricted~~of ~~as to withdrawal and use the Company maintained accounts at banks and have not experienced any losses from such concentrations~~incorporation).

F-9

Consideration
Ordinary shares – 12,000,000	$	4,175,000
Other receivables – Qingdao Quanyao		2,825,000
Total consideration		7,000,000

Fair values of identifiable assets

Cash and cash equivalents	$	1,870
Prepayment and deposit		10,992
Other receivables – Leibo		168,367
Other receivables – Others		94,914
Property and equipment, net		4,315
Total identifiable assets		280,458
Goodwill		6,719,542
Total	$	7,000,000

The goodwill of $6,719,542 arising from the acquisition consists largely of synergies and economies of scale expected from combining the operations of Qingdao Quanyao. None of the goodwill recognized is expected to be deductible for income tax purpose.

~~REBEL~~There is no revenue and earnings ~~GROUP~~of Qingdao Quanyao since the acquisition date, ~~INC~~which would be included in the condensed consolidated statements of operations and comprehensive income (loss).

~~NOTES~~The Company performed its annual goodwill impairment review for the year ended December 31, 2018 and determined TOto ~~CONSOLIDATED~~fully ~~FINANCIAL~~impair ~~STATEMENTS~~the goodwill arising from acquisition of Quanyao of $6,719,542 as of December 31, 2018.

~~(Stated in US Dollars)~~F-17

2.REBEL ~~Summary~~GROUP, ~~of principal accounting policies (continued)~~INC.

~~Fair value~~NOTES ofTO ~~financial~~CONSOLIDATED ~~instruments~~FINANCIAL STATEMENTS

~~Fair value~~(Stated ~~information of financial instruments requires disclosure, whether or not recognized~~ in ~~the~~US balance sheets, for which it is practicable to estimate that value. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instruments. Certain financial instruments and all nonfinancial assets and liabilities are excluded from fair value disclosure requirements. Accordingly, the aggregate fair value amounts do not represent the underlying value of the Company.Dollars)

~~Level 1 inputs~~4. toTrade ~~the~~and ~~valuation~~other ~~methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.~~receivables

~~Level~~Trade ~~2 inputs to the valuation methodology include quoted prices for similar assets~~ and ~~liabilities~~other ~~in active markets~~receivables, ~~and~~net ~~inputs that~~consisted ~~are observable for the assets or liability, either directly or indirectly, for substantially the full term~~ of the ~~financial instruments.~~following:

Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.

	As of December 31,
	2018			2017

Trade and other receivables	$	307,166		$	60,905
Less: allowance for doubtful debts		(271,464	)		-
Trade and other receivables, net	$	35,702		$	60,905

~~As of~~Movement ~~December 31, 2017 and 2016, financial instruments~~ of ~~the~~allowance ~~Company primarily comprise of cash, other receivable, accrued expenses~~for ~~and~~doubtful ~~long-term~~accounts ~~investment,~~was ~~which~~as ~~the carrying amounts approximated their fair values because of their generally short maturities.~~follows:

Foreign currency translation and transactions

	As of December 31,
	2018			2017

Balance at beginning of the year	$	-		$	-
Provision for doubtful accounts		282,356			-
Exchange rate effect		(10,892	)
Balance at end of the year	$	271,464		$	-

~~The reporting currency of the Company is United States Dollars (“US$”), which is also the Company’s functional currency~~5. ~~The~~ ~~Singapore~~Property and PRC subsidiaries maintain their books and records in its local currency, the Singapore dollar (“SGD”) and Renminbi dollar (“RMB”), which are their functional currencies as being the primary currency of the economic environment in which these entities operate.equipment

~~Transactions in~~Property ~~foreign currencies other than functional currencies are initially recorded at the functional currency rate ruling at the date of transaction. Any differences between the initially recorded amount~~ and ~~the~~equipment ~~settlement amount~~ are ~~recorded as a gain or loss~~comprised ~~on foreign currency transaction in the statements~~ of income. Monetary assets and liabilities denominated in foreign currency are translated at the functional currency rate of exchange ruling at the balance sheet date. Any differences are taken to profit or loss as a gain or loss on foreign currency translation in the statements of income.:

The Company translated the assets and liabilities into US dollars using the rate of exchange prevailing at the applicable balance sheet date and the statements of income and cash flows are translated at an average rate during the reporting period. Adjustments resulting from the translation are recorded in investors’ equity as part of accumulated other comprehensive income.

	As of December 31,
	2018			2017

Equipment	$	135,010		$	103,126
Less: accumulated depreciation		(111,164	)		(71,657	)
Total property and equipment, net	$	23,846		$	31,469

~~F-10~~Depreciation expense for the years ended December 31, 2018 and 2017 were $26,595 and $18,304, respectively.

~~REBEL GROUP, INC~~6. Intangible assets

~~NOTES TO~~Intangible ~~CONSOLIDATED~~assets ~~FINANCIAL~~are ~~STATEMENTS~~comprised of:

(Stated in US Dollars)

	As of December 31,
	2018			2017

Trademark	$	16,663		$	16,974
Other intangible assets		131,487			133,945
	$	148,150		$	150,919
Less: accumulated amortization		(64,483	)		(52,294	)
Total intangible assets, net	$	83,667		$	98,625

2No significant residual value is estimated for these intangible assets. ~~Summary~~Amortization expense for the years ended December 31, 2018 and 2017, totaled $13,281 and $12,974, respectively. The following table represents the total estimated amortization of ~~principal~~intangible ~~accounting~~assets ~~policies~~for ~~(continued)~~the five succeeding years:

Income taxes

	Estimated Amortization Expense

2019	$	13,281
2020		13,281
2021		13,281
2022		13,281
2023 and thereafter		30,543
	$	83,667

Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the combined financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income (refer to the header “Tax Cuts and Jobs Act” in Note 12 to the consolidated financial statements for further discussion on the impact to the enacted tax laws in 2017). Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.F-18

~~Entities should~~REBEL ~~recognize in the audited consolidated financial statements the impact of a tax position~~GROUP, ~~if that position is more likely than not of being sustained upon examination, based on the technical merits of the position~~INC. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company has elected to classify interest and penalties related to unrecognized tax benefits, if and when required, as part of income tax expense in the statements of operations.

~~In January~~NOTES ~~2018,~~TO ~~the~~CONSOLIDATED ~~SEC~~FINANCIAL staff issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (“SAB 118”) to provide guidance for companies that have not completed their accounting for the income tax effects of the 2017 Tax Act in the period of enactment. Specifically, SAB 118 states that companies that have not completed accounting for the effects of the 2017 Tax Act by financial reporting deadlines may report provisional amounts based on reasonable estimates for items for which the accounting is incomplete. Those provisional amounts will be subject to adjustment during a measurement period that begins in the reporting period that includes the 2017 Tax Act’s enactment date and ends when a company has obtained, prepared and analyzed the information needed to complete the accounting requirements under ASC 740 Income Taxes. The measurement period should not extend beyond one year from the enactment date. Furthermore, SAB 118 states that if a company cannot make a reasonable estimate for an income tax effect, it should not account for that effect until it can make such an estimate.STATEMENTS

In(Stated ~~accordance with SAB 118, the Company has recorded approximately $991,000 of deferred tax liability~~ in ~~connection~~US with the re-measurement of certain unrealized gain from available-for- sale securities. Any subsequent adjustment to these amounts will be recorded to current tax expense in the period when the available-for- sale securities were disposed.Dollars)

~~The Company has determined that we cannot make a reasonable estimate of the income tax effect with respect to global intangible low-taxed income (GILTI) provisions of the 2017 Tax Act~~7. The GILTI provisions allow companies to make an accounting policy election to either (i) account for GILTI as a component of tax expense in the period in which the entity is subject to the rules or (ii) account for GILTI in the entity’s measurement of deferred taxes. Our ultimate accounting policy election will depend on our estimates of future taxable income related to GILTI. Refer to the Note 12 – “Income Taxes” for further discussion on the impact of tax laws enacted during 2017.Goodwill

~~F-11~~The changes in the carrying amount of goodwill were as follows:

REBEL GROUP, INC.

	As of December 31,
	2018			2017

Balance at the beginning of the year	$	6,719,542		$	-
Goodwill arising from acquisition of Quanyao (Note 3)					6,719,542
Impairment of goodwill		(6,509,942	)		-
Foreign currency translation adjustment		(209,600	)		-
Balance at the end of the year	$	-		$	6,719,542

~~NOTES~~The Company performed its TOannual ~~CONSOLIDATED~~goodwill ~~FINANCIAL~~impairment ~~STATEMENTS~~review for the year ended December 31, 2018 based on Quaoyan’s current financial performance and management’s projection, and determined to fully impair the goodwill arising from acquisition of Quanyao of $6,719,542 as of December 31, 2018.

~~(Stated in~~8. USLong-term ~~Dollars)~~investment

2On January 30, 2015, MOXC issued a convertible promissory note to the Company for $7,782,000 (the “MOXC Note”). ~~Summary~~The MOXC Note would become due and payable on October 30, 2015. Under the MOXC Note, MOXC has the option to convert any and all amounts due under the MOXC Note into the shares of ~~principal~~MOXC’s ~~accounting~~shares ~~policies~~of common stock (~~continued~~the “MOXC Common Stock”) at the conversion price of $1.00 per share (“Conversion Price”), if the volume weighted average price (“VWAP”) of MOXC Common Stock for 30 trading days immediately prior to the date of conversion is higher than the Conversion Price. MOXC also has a right of first refusal to purchase the shares issuable upon conversion of the MOXC Note at the price of 80% of the VWAP of MOXC Common Stock for 30 trading days immediately prior to the date of the proposed repurchase by MOXC.

~~Earnings~~On August 14, 2015, due to the VWAP of the MOXC Common Stock for 30 trading day prior to August 14, 2015 is higher than $1.00, which triggered the clause of conversion under the MOXC Note, MOXC notified the Company that it elected to convert the amount of $3,891,000 under the MOXC Note into 3,891,000 shares of the MOXC Common Stock at the conversion price of $1.00 (~~loss~~“August Conversion”). ~~per~~As ~~share~~a result of the August Conversion, the remainder amount of the MOXC Note is $3,891,000.

~~Basic~~On September 28, 2015, MOXC ~~earnings~~notified ~~(loss)~~the ~~per~~Company ~~share~~that isit ~~based~~elected onto convert the ~~weighted~~remainder ~~average~~of ~~number~~the MOXC Note, of ~~common~~$3,891,000 ~~shares~~into ~~outstanding~~3,891,000 ~~during~~shares of the ~~period~~MOXC Common ~~while~~Stock (“September Conversion”). After the ~~effects~~ August Conversion and September Conversion, consequently, all of the ~~potential~~MOXC ~~common~~Note ~~shares~~was ~~outstanding~~converted ~~during~~into the ~~period~~total ~~are~~of ~~included~~7,782,000 inshares ~~diluted~~of ~~earnings~~the ~~per~~MOXC ~~share. The~~Common ~~average~~Stock ~~market price~~with ~~during~~no amount of the ~~year~~MOXC Note is ~~used~~outstanding as toof ~~compute~~December ~~equivalent~~31, ~~shares~~2015.

~~Employee equity~~On ~~share~~June ~~options~~20, ~~non-vested~~2016, ~~shares~~MOXC ~~and~~has ~~similar equity instruments granted to employees are treated as potential common~~approved ~~shares~~a inreverse ~~computing~~stock ~~diluted~~split ~~earnings~~of ~~per~~the ~~share.~~Company’s ~~Diluted~~issued ~~earnings~~and ~~per~~outstanding ~~share~~shares ~~should~~of becommon ~~based~~stock onat ~~the~~a ~~actual~~ratio ~~number~~ of ~~options~~1-for-2 or(the “Reverse ~~shares~~Stock ~~granted~~Split”). ~~and~~As ~~not~~a ~~yet~~result, ~~forfeited~~3,891,000 ~~unless~~shares ~~doing~~of sothe ~~would~~MOXC beCommon ~~anti-dilutive.~~Stock ~~The~~are ~~Company~~outstanding ~~uses~~as ~~the~~of ~~“treasury stock”~~December ~~method~~31, ~~for~~2018 ~~equity~~and ~~instruments~~2017 ~~granted in share-based payment transactions~~respectively.

Plant and equipment

	As of December 31,
	2018			2017

Cost	$	7,782,000		$	7,782,000
Fair value adjustment		(6,455,169	)		7,198,350
Total long-term investment	$	1,326,831		$	14,980,350

~~Plant and~~As ~~equipment~~of ~~are~~December ~~recorded~~31, at2018 ~~cost.~~and ~~Significant~~2017, ~~additions~~the orfair ~~improvements~~value ~~extending~~of ~~useful~~MOXC ~~lives~~was of$0.341 ~~assets~~and ~~are~~$3.85, ~~capitalized~~respectively. ~~Maintenance~~For the years ended December 31, 2018 and ~~repairs~~2017, ~~are~~the ~~charged~~fair tovalue ~~expense~~gain as(loss) ~~incurred.~~of ~~Depreciation~~($13,653,519) isand ~~computed~~$2,606,970 ~~using~~was ~~the~~recognized ~~straight-line~~respectively. ~~method~~The ~~over~~Company has no intention to sell the ~~estimated~~investment ~~useful lives~~in asthe ~~follows:~~near future.

~~Equipment 3~~On April 22, 2019, MOXC has -approved a reverse stock split of the Company’s issued and outstanding shares of common stock at a ratio of 1-for-5 (the ~~years~~“Reverse Stock Split”). As a result, 778,200 and 778,200 shares of the MOXC Common Stock are outstanding as of April 22, 2019 and May 12, 2019, respectively.

~~Intangible~~On May 1, 2019, MOXC has requested ~~assets~~an oral hearing to appeal the decision of the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) to delist MOXC’s securities from Nasdaq. The hearing was scheduled for June 6, 2019. On May 22, 2019, MOXC announced that it has been notified by Nasdaq that its bid price deficiency had been cured, and that MOXC is now in compliance with all applicable listing standards.

~~Intangible assets~~On June 20, ~~comprising~~2019, ~~trade~~the ~~mark~~Board ~~and~~of Directors ~~other~~of ~~intangible~~the ~~assets,~~Company ~~which~~approved ~~are~~a ~~separable~~distribution ~~from~~of ~~the~~778,200 ~~fixed~~shares ~~assets~~of MOXC’s common stock, ~~are~~$0.001 ~~stated~~par atvalue ~~cost~~per ~~less~~share held ~~accumulated~~by ~~amortization~~the Company. ~~Amortization~~MOXC’s iscommon ~~computed~~stock ~~using~~will be distributed to the ~~straight-line~~shareholders ~~method~~of ~~over~~the Company who were shareholders of the ~~estimated~~Company as ~~useful~~of ~~lives~~January 29, 2015. As a result, the Company held nil shares of 10the ~~years~~MOXC’s common stock since June 25, 2019.

~~Goodwill~~F-19

~~Goodwill represents~~REBEL ~~the~~GROUP, ~~excess of the consideration over the fair value of the net assets acquired at the date of acquisition~~INC. Goodwill is not amortized but rather tested for impairment at least annually at the reporting until level by applying a fair-value based test in accordance with accounting and disclosure requirements for goodwill and other indefinite-lived intangible assets. This test is performed by management annually or more frequently if the Company believes impairment indicators are present.

~~Impairment of~~NOTES ~~long-lived~~TO ~~assets~~CONSOLIDATED FINANCIAL STATEMENTS

~~The Company~~(Stated ~~reviews its long-lived assets, other than goodwill, including property and equipment and intangible assets with definite lives for impairment whenever events or changes~~ in ~~circumstances~~US indicate that the carrying amount of an asset may no longer be recoverable. When these events occur, the Company measures impairment by comparing the carrying values of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flows is less than the carrying amounts of the assets, the Company would recognize an impairment loss based on the excess of the carrying value over the assessed discounted cash flow amount.Dollars)

F9. Convertible and short-12term loans

REBEL GROUP, INC.

	As of December 31,
	2018		2017

Convertible loans-repayable within one year	$	449,600	$	495,391
Short-term loans-repayable within one year		296,576		-
Total	$	746,176	$	495,391

~~NOTES~~The interest expense for convertible TOloans ~~CONSOLIDATED~~for ~~FINANCIAL~~the ~~STATEMENTS~~years ended December 31, 2018 and 2017 were $50,492 and $29,258, respectively.

~~(Stated~~The interest expense for short-term loans for the years ended December 31, 2018 and 2017 were $141,393 inand US$263, ~~Dollars)~~respectively.

2.On ~~Summary~~March 15, 2017, the Company, the Chairman of ~~principal~~the ~~accounting~~Board ~~policies~~of Directors, and one unrelated third-party individual entered into an agreement to document the loan of Singapore Dollars (~~continued~~“S$”) 50,000 ($35,715) that the unrelated third-party individual advanced to the Company on March 15, 2017, and was repayable on March 14, 2018 (“Repayment Date”), with an interest of 10% per annum. The unrelated third-party individual may convert all of the principal amount into 71,430 shares of Company’s common stock after the Repayment Date. The loan was fully repaid on August 20, 2018.

~~Impairment~~On March 24, 2017, the Company, the Chairman of ~~goodwill~~ the Board of Directors, and one unrelated third-party individual entered into an agreement to document the loan of S$200,000 ($142,856) that the unrelated third-party individual advanced to the Company on March 24, 2017, and was repayable on March 23, 2018 (“Maturity Date”), with an interest of 10% per annum. The unrelated third-party individual shall have the option to extend the term of the loan from the Maturity Date to March 23, 2019 (“Extended Maturity Date”). The unrelated third-party individual may convert all of the principal amount, into shares of Company’s common stock (“Conversion Right”) at any time for the period commencing on the date hereof and ending on March 23, 2019 (“Conversion Period”). In the event that the Conversion Right is exercised within seven Business Days immediately following the Maturity Date, the conversion will be based on the share price of $0.50. In the event that the Conversion Right is exercised after the Maturity Date but within seven Business Days immediately following the Extended Maturity Date, the conversion will be based on the share price of $0.60. The Company repaid S$100,000 ($73,404) on August 23, 2018.

~~The Company~~On ~~reviews~~May ~~the~~5, ~~carrying value of intangible assets with indefinite lives not subject to amortization~~2017, ~~including~~the ~~goodwill~~Company, tothe ~~determine~~Chairman ~~whether~~of ~~impairment~~the ~~may~~Board ~~exist~~of ~~annually~~Directors, ~~or more frequently if events~~ and ~~circumstances~~one ~~indicate~~independent ~~that~~director itof isthe ~~more~~Company ~~likely than~~entered ~~not~~into ~~that~~ an ~~impairment~~agreement ~~has~~to ~~occurred.~~document ~~The Company has~~ the loan ~~option~~of to$300,000 ~~assess~~that ~~qualitative~~the ~~factors~~independent todirector ~~determine~~advanced ~~whether it is necessary~~ to ~~perform~~ the ~~two-step~~Company ~~assessment.~~on IfMay ~~the~~5, ~~Company believes~~2017, asand awas ~~result~~repayable ofon ~~the~~May ~~qualitative assessment~~4, ~~that~~2018 ~~it is more~~(“Maturity ~~likely~~Date”), ~~than~~with ~~not~~an ~~that~~interest ~~the fair value~~ of ~~the~~10% ~~reporting~~per ~~unit is less than its carrying amount, the two-step quantities impairment test described below is required~~annum. The ~~first~~independent ~~step~~director ~~compares~~shall have the ~~fair~~option ~~values of each reporting unit~~ to ~~its~~extend ~~carrying amount, including goodwill. If~~ the ~~fair~~term ~~value~~ of ~~each~~the ~~reporting~~loan from ~~unit exceeds its carrying amount,~~ the ~~assets~~Maturity ~~are~~Date ~~not considered~~ to beMay ~~impaired~~4, ~~and the~~2019 ~~second~~(“Extended ~~step~~Maturity ~~will~~Date”). ~~not~~The beindependent ~~required.~~director Ifmay ~~the~~convert ~~carrying~~all ~~amount~~ of ~~a reporting unit exceeds its fair value,~~ the ~~second step compares~~ ~~the~~principal ~~implied~~amount, ~~fair~~into ~~value~~shares of ~~goodwill~~Company’s tocommon ~~the~~stock ~~carrying~~(“Conversion ~~value~~Right”) ofat aany ~~reporting~~time ~~unit’s~~for ~~goodwill.~~the ~~The~~period ~~implied fair value of goodwill~~commencing ison ~~determined~~the indate ahereof ~~manner~~and ~~similar~~ending toon ~~accounting~~May ~~for~~4, a2019 ~~business~~(“Conversion ~~acquisition~~Period”). ~~with~~In the ~~allocation~~event ofthat the ~~assessed~~Conversion ~~fair~~Right ~~value~~is ~~determined~~exercised inwithin ~~the~~seven ~~first~~Business ~~step~~Days toimmediately following the ~~assets~~Maturity ~~and~~Date, ~~liabilities of~~ the ~~reporting~~conversion ~~unit.~~will ~~The~~be ~~excess~~based ofon the ~~fair~~share ~~value~~price of ~~the reporting unit over~~$0.50. In the ~~amounts~~event ~~assigned~~that to the ~~assets~~Conversion ~~and~~Right ~~liabilities~~ is ~~the~~exercised ~~implied~~after ~~fair~~the ~~value~~Maturity ofDate ~~goodwill.~~but Anwithin ~~impairment~~seven ~~loss~~Business isDays ~~recognized~~immediately ~~for~~following ~~any~~the ~~excess~~Extended inMaturity Date, the ~~carrying~~conversion ~~value~~will ofbe ~~goodwill~~based ~~over~~on the ~~implied~~share ~~fair~~price ~~value~~ of ~~goodwill~~$0.60. ~~Estimating~~As ~~fair~~of ~~value~~December is31, ~~performed~~2018, bythe ~~utilizing various~~term ~~valuation~~loan ~~techniques~~was overdue, ~~with~~and ~~the~~was ~~primary~~extended ~~technique~~to ~~being~~May ~~a discounted cash flow~~2019.

~~Long~~On April 11, 2018, the Company, the Chairman of the Board of Directors, and one independent director of the Company entered into an agreement to document the loan of Singapore Dollars (“S$”) 100,000 ($73,404) that the unrelated third-~~term~~party individual ~~investment~~advanced to the Company on April 11, 2018, and was repayable on April 18, 2019 (“Repayment Date”), with an interest of 10% per annum. The unrelated third-party individual may convert all of the principal amount into 75,750 shares of Company’s common stock after the Repayment Date. In the event that the Conversion Right is exercised within seven Business Days immediately following the Maturity Date, the conversion will be based on the share price of $1.00.

~~Investments comprise~~On ~~marketable~~April ~~securities~~25, ~~which~~2018, ~~are~~the ~~classified~~Company, the asChairman ~~available-for-sale~~of ~~securities~~the Board of Directors and ~~are~~the ~~carried~~Company’s atCEO ~~fair~~and ~~value~~two ~~with~~financial ~~unrealized gains~~institutions ~~and~~entered ~~losses,~~into ~~net~~agreements ofto ~~taxes,~~advance to ~~reported~~the asCompany atwo ~~separate~~short ~~component~~term loans of ~~shareholders’~~S$360,000 ~~equity~~($271,368) and S$100,000 (~~deficit~~$75,380) respectively. The ~~Company~~two ~~determines~~short term loans of S$360,000 ~~any~~and ~~realized~~S$100,000 ~~gains~~are orguaranteed ~~losses~~by ontwo directors of the ~~sale~~Company ofand ~~marketable~~bear ~~securities~~an oneffective ainterest ~~specific~~rate ~~identification~~of ~~method~~1.25% and ~~records~~4% ~~such~~per ~~gains~~month, ~~and~~respectively, ~~losses~~with as12 aequal ~~component~~monthly repayment terms. As of ~~other~~August ~~income~~30, ~~(expense)~~2019, ~~net~~S$101,718 inand ~~the~~S$8,200 ~~consolidated~~were ~~statement~~past ofdue ~~income~~respectively for the two short term loans.

~~Comprehensive~~On October 24, 2018 and November ~~income~~7, 2018, the Company, the Chairman of the Board of Directors and the Company’s CEO and another financial institution entered into two separate agreements to advance to the Company two short term loans of S$32,900 (~~loss~~$24,800) and S$17,100 ($12,890) respectively. The two short term loans of S$32,900 and S$17,100 are guaranteed by a director of the Company and bear an effective interest rate of 2% and 2% per month, with 12 and 6 equal monthly repayment terms, respectively. As of August 30, 2019, S$51,430 in total were past due for the two short term loans.

~~The Company~~All has adopted FASB Accounting Standard Codification Topic 220 (“ASC 220”) “Comprehensive income” (formerly known as SFAS No. 130, “Reporting Comprehensive Income”), which establishes standards for reporting and the ~~presentation~~above ofconvertible ~~comprehensive~~loans ~~income (loss), its components~~ and ~~accumulated balances. Accumulated other comprehensive income represents the unrealized fair value (loss) gain on long~~short-term ~~investment~~loans ~~and~~are ~~the~~non-collateral ~~accumulated balance of foreign currency translation adjustments of the Company~~loans.

F-1320

REBEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

210. ~~Summary~~Due ofto ~~principal accounting policies (continued)~~shareholders

~~Concentrations~~As of December 31, 2018 and 2017, the due to shareholders is $2,849,411 and ~~risks~~ $1,178,675 respectively. The amount is unsecured, interest free due on demand and has no fixed terms of repayment.

~~- Foreign currency~~11. ~~risk~~Stockholders’ equity

~~A majority~~During ofJanuary ~~the~~to ~~Company’s~~December ~~expense~~2018, ~~transactions~~the ~~are~~Company ~~denominated~~issued in4,202,600 ~~RMB~~shares ~~and a significant portion~~ of ~~the~~common ~~Company~~stock ~~and~~for ~~its~~net ~~subsidiaries’~~cash consideration ~~assets~~of ~~and~~$2,609,331. ~~liabilities~~The ~~are~~Company ~~denominated~~also inissued ~~RMB.~~1,320,378 ~~RMB~~shares isof ~~not~~common ~~freely~~stock ~~convertible~~with ~~into~~total ~~foreign~~value ~~currencies.~~of ~~In the PRC~~$1,190,378 ~~certain~~to ~~foreign exchange~~nine ~~transactions~~individuals ~~are~~as ~~required~~payments for byprofessional ~~law~~services related to bepublic ~~transacted~~relations ~~only~~and bymarketing, ~~authorized~~director ~~financial~~fees, ~~institutions~~and atemployment ~~exchange~~benefits. ~~rates~~The ~~set~~value ~~by the~~of ~~People’s Bank~~ shares of ~~China~~common ~~(“PBOC”).~~stock ~~Remittances~~issued infor ~~currencies~~consideration other than ~~RMB~~cash bywas ~~the~~determined ~~Company~~by inreferring ~~China~~to ~~must be processed through~~ the ~~PBOC~~fair orvalue ~~other~~of ~~China~~shares ~~foreign~~of ~~exchange~~common ~~regulatory bodies which require certain supporting documentation in~~stock ~~order~~issued tofor ~~affect~~cash ~~the remittance~~consideration.

~~Our functional currency is the RMB and Singapore dollars in subsidiaries in China and Singapore, respectively, and our financial statements are presented in U~~12.S. dollars. The Singapore dollars depreciated by 7.6% in fiscal year 2017. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the RMB and the U.S. dollar in the future. The change in the value of the RMB relative to the U.S. dollar may affect our financial results reported in the U.S. dollar terms without giving effect to any underlying changes in our business or results of operations. Currently, our assets, liabilities, revenues and costs are denominated in RMB.Taxation

~~To the~~The ~~extent that the~~ Company ~~needs to convert U.S. dollars into RMB for capital expenditures~~ and ~~working~~its ~~capital and other business~~subsidiaries ~~purposes,~~file ~~appreciation~~separate ofincome ~~RMB~~tax ~~against U~~returns.S. dollar would have an adverse effect on the RMB amount the Company would receive from the conversion. Conversely, if the Company decides to convert RMB into U.S. dollar for the purpose of making payments for dividends, strategic acquisition or investments or other business purposes, appreciation of U.S. dollar against RMB would have a negative effect on the U.S. dollar amount available to the Company.

~~- Concentration of~~The ~~credit~~United ~~risk~~States of America

AsRebel Group, Inc. is incorporated under the laws of ~~December~~the ~~31,~~State ~~2017~~of ~~and~~Florida ~~2016,~~in the ~~Company~~U.S., ~~had~~and ~~$39~~is subject to U.S. federal corporate income tax. The State of Florida imposes corporate state income tax at 5.5%. As of December 31,~~709~~ 2018, ~~and~~future ~~$22,321~~net operating losses of ~~cash~~approximately ~~and~~$11.2 ~~cash~~million are ~~equivalents~~available onto ~~deposit~~offset atfuture ~~financial~~operating ~~institutions in~~income ~~Singapore,~~through ~~respectively~~2037.

Recent U.S. federal tax legislation, commonly referred to as the Tax Cuts and Jobs Act (the “U.S. Tax Reform”), was signed into law on December 22, 2017 and complex changes to the U.S. tax code, including, but not limited to, (1) reducing the U.S. federal corporate tax rate to a flat rate of 21% for periods after December 31, 2017 and (2) requiring a one- ~~Significant~~time transition tax on certain un-repatriated earnings ~~customers~~of foreign subsidiaries that is payable over eight years. As a result of the reduction of the corporate tax rate to 21%, U.S. GAAP require companies to re-value their deferred tax assets and liabilities as of the date of enactment, with resulting tax effects accounted for in the reporting period of enactment. As a result of this revaluation, the Company reduced its pre-valuation allowance deferred tax asset by nil in the year ended December 31, 2017, with a corresponding decrease in the valuation allowance on its net deferred tax assets. The Company has no unrepatriated earnings in any of its foreign subsidiaries as they incurred losses since inception.

For the years ended December 31, 2017 and 2016, Qingdao Quanyao and its investment company, Qingdao Leibo Sport Culture Co., Ltd., accounted for 99.9% and 99.9% of the Company’s total revenues, respectively. For the year ended December 31, 2016, Leibo accounted for 26.0% of the Company’s total accounts receivable balance.F-21

*Qingdao QuanyaoREBEL ~~was acquired by the Company in October 2017~~GROUP, ~~see details at note 3~~INC.

~~Statement of~~NOTES ~~Cash~~TO ~~Flows~~CONSOLIDATED FINANCIAL STATEMENTS

~~Cash flows~~(Stated from the Company’s operations are formulated based upon the local currencies. As a result, amounts related to assets and liabilities reported on the statements of cash flows will not necessarily agree with changes in ~~the~~US ~~corresponding balances on the balance sheets.~~Dollars)

~~F-14~~12. Taxation (continued)

~~EBEL~~The 2017 Tax Act also created ~~GROUP~~a new requirement that, ~~INC~~for the periods beginning after January 1, 2018, certain income (referred to as global intangible low taxed income or “GILTI”) earned by foreign subsidiaries in excess of a deemed return on tangible assets of foreign corporations must be included in U.S. taxable income.

~~NOTES~~The GILTI income is eligible TOfor ~~CONSOLIDATED~~a ~~FINANCIAL~~deduction, ~~STATEMENTS~~which lowers the effective tax rate to 10.5% for calendar years 2018 through 2025 and 13.125% after 2025. Under U.S. GAAP, companies are allowed to make an accounting policy election to either (i) account for GILTI as a component of tax expense in the period in which a company is subject to the rules – the period cost method, or (ii) account for GILTI in a company’s measurement of deferred taxes – the deferred method. The Company elected to account for GILTI in the period the tax is incurred. The Company did not generate any GILTI during the year ended December 31, 2018.

~~(Stated in~~British USVirgin ~~Dollars)~~Islands

2.Rebel ~~Summary~~FC and SCA Capital are incorporated in the British Virgin Islands and are not subject to income taxes under the current laws of ~~principal~~the ~~accounting~~British ~~policies~~Virgin ~~(continued)~~Islands.

~~Risks and Uncertainties~~Singapore

~~The significant~~Pure ~~operations~~Heart ofwas ~~the Company are located in the PRC. Accordingly, the Company’s business, financial condition,~~incorporated ~~and results of operations may be influenced by political, economic, and legal environments~~ in ~~the~~Singapore ~~PRC, as well as by the general state of the PRC economy. The Company’s results may be adversely affected by changes in the political, regulatory~~ and ~~social conditions in the PRC. Although the Company has not experienced losses from these situations and believes that it~~ is insubject ~~compliance with~~to ~~existing~~Singapore ~~laws~~corporate ~~and~~income ~~regulations~~tax ~~including~~at ~~its organization and structure disclosed in Note 1, may not be indicative of future results~~17%.

~~Recently Issued~~People ~~Accounting~~of ~~Guidance~~ Republic China (“PRC”)

~~In May~~Rebel ~~2014,~~Shanghai the FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606). This ASU will supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and ~~most~~Qingdao ~~industry-specific guidance,~~Quanyao ~~and~~were ~~creates~~incorporated ~~guidance for when revenue should be recognized from the exchange of goods or services. ASU No. 2016-08 was issued~~ in ~~March~~PRC 2016 to clarify the principal versus agent guidance in this new revenue recognition standard. ASU 2016-10 was issued in April 2016 to clarify the guidance on accounting for licenses of intellectual property and ~~identifying~~are ~~performance~~subject ~~obligations in the new revenue recognition standard. ASU 2016-12 was issued in May 2016~~ to ~~clarify~~statutory ~~the~~Enterprise ~~guidance~~Income onTax ~~transition,~~rate ~~collectability, noncash consideration and the presentation~~ of ~~sales and other similar taxes in~~ the ~~new~~PRC revenue recognition standard. ASU 2016-20 was issued in December 2016 to make technical corrections and improvements on narrow aspects of this guidance. ASU No. 2015-14 was issued in August 2015 to defer the effective date of ASU 2014-09 for one year. The new standard permits adoption either by using (i) a full retrospective approach for all periods presented in the period of adoption or (ii) a modified retrospective approach with the cumulative effect of initially applying the new standard recognized at ~~the date of initial application and providing certain additional disclosures~~25%. The new standard is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The Company will adopt the revenue recognition guidance beginning January 1, 2018 using the modified retrospective method of adoption. The Company has determined that the adoption of Topic 606 would not have a material impact on its consolidated financial statements.

~~In January~~The ~~2017,~~Company ~~the~~has ~~FASB~~a ~~issued~~number ~~ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition~~ of ~~a Business”.~~ ~~The~~open ~~amendments~~tax inyears ~~this~~which ~~ASU~~include ~~clarify~~ the ~~definition~~tax ofyears aended ~~business~~December ~~with~~31, ~~the~~2014, ~~objective~~2015, of2016 ~~adding~~and ~~guidance~~2017 tothat ~~assist~~have ~~entities~~not ~~with evaluating~~been ~~whether~~filed. ~~transactions~~While ~~should~~it beis often ~~accounted~~difficult ~~for~~to aspredict ~~acquisitions~~the ~~(or~~final ~~disposals)~~outcome ~~of assets~~ or ~~businesses.~~the ~~These~~timing ~~amendments take~~of ~~effect~~uncertain ~~for~~tax ~~public businesses for fiscal years beginning after December 15~~position, ~~2017 and interim periods within those periods assuming~~ the Company ~~will~~believes ~~remain an emerging growth company at~~ that ~~date.~~the ~~The~~accruals ~~Company~~for the ~~has~~income ~~not~~taxes ~~early~~reflect ~~adopted~~the ~~this~~most ~~update~~likely ~~and~~outcome ~~it will~~for ~~become~~the ~~effective~~unfiled ontax ~~July 1, 2018~~years. The Company ~~does~~had ~~not~~approximately ~~expect~~$20,000 ~~that~~and ~~the adoption~~ $40,000 of ~~this~~interest ~~guidance~~and ~~will~~penalties ~~have~~accrued aat ~~material~~December ~~impact on~~31, ~~its~~2018 ~~consolidated~~and ~~financial~~2017, ~~statements~~respectively.

~~In January~~Based ~~2017~~upon ~~the~~management’s assessment ~~FASB~~of ~~issued~~all ~~ASU~~available ~~No. 2017-04~~evidence, ~~“Intangibles—Goodwill and Other (Topic 350): Simplifying~~ the ~~Test~~Company ~~for Goodwill~~believes ~~Impairment.”~~that ~~This~~it ~~new~~is ~~standard~~more-likely-than-not ~~eliminates~~that ~~Step 2 from~~ the ~~goodwill~~deferred ~~impairment~~tax ~~test. Instead~~assets, ~~an entity should compare~~primarily ~~the~~for ~~fair~~certain ~~value~~ of ~~a reporting unit with its carrying amount and recognize an impairment charge for~~ the ~~amount~~subsidiaries bynet ~~which~~operating ~~the~~loss ~~carrying amount~~carry-forwards ~~exceeds~~will ~~the~~not ~~reporting~~be ~~unit’s~~realizable; ~~fair~~and ~~value~~therefore, ~~not~~a tofull ~~exceed~~valuation ~~the~~allowance is ~~total~~established ~~amount~~for ofnet ~~goodwill~~operating ~~allocated~~loss ~~to the reporting unit~~carry-forwards. The ~~standard~~valuation isallowance ~~effective~~ for ~~fiscal~~deferred ~~years~~tax ~~beginning~~assets ~~after~~was ~~December 15~~$3, ~~2019~~867,226 ~~including~~and ~~interim periods within those fiscal years~~$904,000 as ~~which means that it will be effective for us in the first quarter~~ of ~~our~~December ~~fiscal year beginning July 1~~31, ~~2020~~2018 ~~assuming~~and ~~the Company still remains an emerging growth company at that date. Early adoption is permitted. The Company is currently evaluating the impact of our pending adoption of ASU~~ 2017~~-04~~, ~~on its consolidated financial statements~~respectively.

~~In May 2017, the FASB issued ASU No. 2017~~F-09, Scope of Modification Accounting, to provide guidance to clarify when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the changes in terms or conditions. ASU 2017-09 is effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017 assuming the Company still remains an emerging growth company at that date. Early adoption is permitted and application is prospective. The Company has not early adopted this update and it will become effective on July 1, 2018. The Company does not expect that the adoption of this guidance will have a material impact on its consolidated financial statements.22

~~F-15~~REBEL GROUP, INC.

~~REBEL GROUP,~~NOTES ~~INC.~~TO CONSOLIDATED FINANCIAL STATEMENTS

~~NOTES TO~~(Stated ~~CONSOLIDATED~~in ~~FINANCIAL~~US ~~STATEMENTS~~Dollars)

~~(Stated in~~12. USTaxation ~~Dollars~~(continued)

2The Company does not anticipate any significant increase to its liability for unrecognized tax benefit within the next 12 months. ~~Summary~~The ofCompany ~~principal~~will ~~accounting~~classify ~~policies~~interest and ~~(continued)~~penalties related to income tax matters, if any, in income tax expense.

Recently Issued Accounting Guidance (continued)

	As of December 31,
	2018		2017
Income tax expense is comprised of:
Current income tax	$	20,015	$	44,507
Deferred income tax expense (benefit)		-		-
Total income taxes expense	$	20,015	$	44,507

~~In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), and Derivatives and Hedging (Topic 815).~~ The ~~guidance~~Company’s ~~of Part I is to clarify accounting for certain financial instruments with~~effective ~~down~~income ~~round~~tax ~~feature~~rates inwere a0% financial instrument that reduces the strike price of an issued financial instrument if the issuer sells shares of its stock for an amount less than the currently stated strike price of the issued financial instrument or issues an equity-linked financial instrument with a strike price below the currently stated strike price of the issued financial instrument. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as2% ~~a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance~~ for ~~contingent beneficial conversion features. The amendments also recharacterize~~ the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. The amendments in Part I of ASU No. 2017-11 are effective for fiscal years ~~beginning~~ended ~~after~~ December 1531, ~~2019,~~2018 and ~~interim periods within fiscal years beginning after December 15~~2017, ~~2020~~respectively. ~~Early~~Income ~~adoption~~tax ismainly ~~permitted~~consists ~~for all entities, including adoption in an interim period. The amendments in Part II~~ of ~~this Update do not require any transition guidance because those amendments do not have an accounting effect. The~~foreign ~~Company~~income ~~has~~tax ~~not~~at ~~early~~statutory ~~adopted~~rates ~~this update~~ and ~~it will become effective on July 1, 2020. The Company is currently evaluating~~ the ~~impact~~ ofeffects ~~our pending adoption~~ of ~~ASU~~permanent ~~2017-11~~and ontemporary ~~its consolidated financial statements~~differences.

~~In November~~The ~~2017,~~following ~~the~~table ~~FASB issued ASU 2017-14, Income Statement-Reporting Comprehensive Income (Topic 220), Revenue Recognition (Topic~~reconciles ~~605),~~the ~~and Revenue from Contracts with Customers (Topic 606)~~U.S. ~~This~~statutory ~~Accounting~~rates ~~Standards Update supersedes various SEC paragraphs and amends an SEC paragraphs pursuant~~ to the ~~issuance~~Company’s ofeffective ~~Staff~~tax ~~Accounting~~rate ~~Bulletin~~for ~~No. 116 and SEC Release No.33-10403. Management plans to adopt this ASU during~~ the ~~year~~years ~~ending~~ended December ~~2019.~~31, ~~The~~2018 ~~Company~~and ~~does not believe the adoption of this ASU would have a material effect on the Company’s consolidated financial statements~~2017.

In February 2018, the FASB issued ASU No. 2018-02, “Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income”. The amendments eliminate the stranded tax effects resulting from the Tax Cuts and Jobs Act and will improve the usefulness of information reported to financial statement users. ASU No. 2018-02 is effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company has not early adopted this update and it will become effective on July 1, 2019. The Company does not expect that the adoption of this guidance will have a material impact on its consolidated financial statements.

	As of December 31,
	2018			2017

U.S. statutory rates		21	%		21	%
Foreign income not recognized in the U.S.		(21	%)		(21	%)
Effect of permanent difference (1)					2	%
Effective income tax rates		0	%		2	%

~~In February 2018, the FASB issued ASU No. 2018-03, Technical Corrections and Improvements to Financial Instruments—Overall~~ (~~Subtopic 825-10~~1), toPermanent ~~provide~~difference ~~guidance~~consisted ~~to clarify recognition and measurement~~ of ~~financial~~mainly ~~assets~~income ~~and~~tax ~~financial liabilities. The amendments clarify certain aspects of the guidance issued in ASU No. 2016~~non-~~01.~~deductible ~~All entities may early adopt ASU No. 2018-03 for fiscal years beginning after December 15~~items, ~~2017,~~income ~~including~~tax ~~interim~~penalty ~~periods within those fiscal years, as long as they have adopted Update 2016-01. The Company has not early adopted this update~~ and ~~it will become effective on July 1, 2018~~interest. ~~The Company is currently evaluating the impact of our pending adoption of ASU 2018-03 on its consolidated financial statements.~~

~~On March~~Deferred ofincome ~~2018,~~taxes ~~the~~are ~~FASB~~recognized for ~~issued~~tax ~~ASU~~consequences ~~2018-05~~in -future ~~Income~~years ~~Taxes~~of ~~(Topic~~differences ~~740):~~between ~~Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 (“ASU 2018-05”), which amends~~ the ~~FASB~~tax ~~Accounting~~bases ~~Standards~~of ~~Codification~~assets and ~~XBRL~~liabilities ~~Taxonomy based on the Tax Cuts~~ and ~~Jobs~~their ~~Act~~reported (amounts in the ~~“Act”)~~financial ~~that~~statements ~~was~~at ~~signed~~each ~~into~~year-end ~~law on December 22, 2017~~ and ~~Staff~~tax ~~Accounting~~loss ~~Bulletin~~carry Noforwards. ~~118~~ ~~(“SAB~~Deferred ~~118”)~~income ~~that~~tax was ~~released~~measured byusing the ~~Securities~~enacted ~~and Exchange Commission. The Act changes numerous provisions that~~income ~~impact U.S. corporate~~ tax rates, ~~business-related~~for ~~exclusions,~~the ~~and~~periods ~~deductions~~in ~~and~~which ~~credits~~they ~~and~~are ~~may~~expected ~~additionally~~to ~~have~~be ~~international tax consequences for many companies that operate internationally~~reversed. WeThe ~~have~~tax ~~evaluated~~effects ~~the impact~~ of ~~the~~temporary ~~Act~~differences that asgive ~~well as the guidance~~rise ofto ~~SAB 118 and incorporated~~ the ~~changes~~following ~~into~~approximate ~~the determination of a reasonable estimate of our~~ deferred tax ~~liability~~liabilities ~~and~~as ~~appropriate disclosures in the notes to our c~~

Filing Compare · Rebel Group, Inc.