UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

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

For the quarterly period ended ~~September 30,~~March ~~2018~~31, 2019

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

~~☐ TRANSITION REPORT~~For ~~PURSUANT~~the TOtransition ~~SECTION~~period 13from OR__________ to ~~15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~__________

~~For~~Commission ~~the~~File ~~transition~~number ~~period from ___________ to ______________~~333-177786

Commission File Number: 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.)
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
7500A Beach Road, Unit 12-313, The Plaza Singapore 199591		199591
(Address of principal executive offices)		(Zip Code)

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)

+6562941531

~~Indicate by check mark whether the registrant~~ (1)Registrant’s ~~has~~telephone 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 shorter period that the registrant was required to file such reports)number, ~~and (2) has been subject to such filing~~including ~~requirements~~area ~~for the past 90 days. ☒ Yes ☐ No~~code)

Indicate by check mark whether the registrant (1) has ~~submitted~~filed ~~electronically~~all ~~and~~reports ~~posted on its corporate Web site, if any, every Interactive Data File~~ required to be ~~submitted and~~filed ~~posted~~by ~~pursuant~~Section to13 ~~Rule~~or ~~405~~15(d) of ~~Regulation~~the ~~S-T~~Securities ~~(§232.405~~Exchange Act of ~~this~~1934 ~~chapter)~~ during the preceding 12 months (or for such shorter period that the registrant was ~~Required~~required to ~~submit~~file such reports), and ~~post~~(2) has been subject to such filing ~~files)~~requirements for the past 90 days. ☒ Yes ☐ ☒ No ☐

Indicate by check mark whether the registrant is ahas ~~large~~submitted ~~accelerated~~electronically ~~filer,~~every anInteractive ~~accelerated~~Data ~~filer,~~File arequired ~~non-accelerated~~to ~~filer,~~be submitted pursuant ~~smaller~~to ~~reporting~~Rule ~~company,~~405 orof anRegulation ~~emerging~~S-T ~~growth~~(§ ~~company~~232. ~~See~~405 ~~the definitions~~ of ~~“large~~this ~~accelerated~~chapter) ~~filer,”~~during ~~“accelerated~~the ~~filer,”~~preceding ~~“smaller~~12 ~~reporting~~months ~~company,”~~(or for ~~and~~such ~~“emerging~~shorter ~~growth~~period ~~company”~~that inthe ~~Rule~~registrant ~~12b-2~~was ofrequired ~~the~~to ~~Exchange~~submit ~~Act~~such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See 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	☒	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 ☒

AsSecurities ofregistered ~~November~~pursuant ~~27,~~to ~~2018,~~Section 12(b) ~~the number~~ of ~~shares of~~ the ~~registrant’s common stock, par value of $0.0001 per share, outstanding was 48,009,941.~~Act:

~~TABLE~~Title OFof ~~CONTENTS~~each class Trading Symbol(s) Name of each exchange on which registered N/A

		Page
PART I	FINANCIAL INFORMATION	1
ITEM 1.	FINANCIAL STATEMENTS	1
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	18
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	21
ITEM 4.	CONTROLS AND PROCEDURES	21
PART II	OTHER INFORMATION	22
ITEM 1	LEGAL PROCEEDINGS	22
ITEM 1A.	RISK FACTORS	22
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	22
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	22
ITEM 4.	MINE SAFETY DISCLOSURES	22
ITEM 5.	OTHER INFORMATION	22
ITEM 6.	EXHIBITS	23
SIGNATURES		24

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date

PART I -- FINANCIAL INFORMATION

Class		Outstanding as of October 31, 2019
Common Stock, $0.0001		52,237,271

~~ITEM 1 -- FINANCIAL STATEMENTS~~INDEX

REBEL GROUP, INC.

		Page
		Number
PART I

ITEM 1.	Financial Statements (unaudited)	1

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	23

ITEM 4.	Controls and Procedures	23

PART II

ITEM 1.	Legal Proceedings	24

ITEM 1A.	Risk Factors	24

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24

ITEM 3.	Defaults Upon Senior Securities	24

ITEM 4.	Mine Safety Disclosures	24

ITEM 5.	Other Information	24

ITEM 6.	Exhibits	25

Signatures		26

~~UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~i

~~FOR~~PART ~~THE~~I ~~NINE~~- ~~MONTHS~~FINANCIAL ~~ENDED SEPTEMBER 30, 2018 AND 2017~~INFORMATION

~~(Stated~~ITEM in1. USFINANCIAL ~~Dollars)~~STATEMENTS

~~INDEX~~REBEL TOGROUP, ~~UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~INC.

	PAGES
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)	2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Unaudited)	3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)	4
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	5 – 16

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

1 (Stated in US Dollars)

REBEL GROUP, INC.

	As of
	March 31, 2019			December 31, 2018
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	184,358		$	41,321
Restrict cash		22,477			-
Deposits		10,376			10,124
Trade and other receivables		92,004			35,702
Total current assets		309,215			87,147

Property and equipment, net		20,287			23,846
Intangible assets, net		72,443			83,667
Long-term investment		2,015,538			1,326,831
TOTAL ASSETS	$	2,417,483		$	1,521,491
COMMITMENTS AND CONTINGENCIES

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Convertible loans	$	448,329		$	449,600
Short-term loans		247,332			296,576
Accrued expenses		67,213			102,237
Trade and other payables		902,717			1,185,207
Due to shareholders		2,735,930			2,849,410
Income taxes payable		80,651			60,653
Total current liabilities		4,482,172			4,943,683
Deferred tax liabilities		-			278,634
TOTAL LIABILITIES	$	4,482,172		$	5,222,317

STOCKHOLDERS’ DEFICIT
Preferred stock ($0.0001 par value; authorized 100,000,000 shares, none issued and outstanding at March 31, 2019 and December 31, 2018)		-			-
Common stock ($0.0001 par value; authorized 500,000,000 shares, 50,219,986 and 48,319,986 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively)		5,022			4,832
Additional paid-in capital		13,187,302			11,384,592
Accumulated deficit		(15,244,202	)		(8,370,529	)
Accumulated other comprehensive loss		(12,811	)		(6,719,721	)
Total shareholders’ deficit		(2,064,689	)		(3,700,826	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	2,417,483		$	1,521,491

~~CONDENSED~~See ~~CONSOLIDATED~~accompanying ~~BALANCE~~notes ~~SHEETS~~to ~~(Unaudited)~~unaudited condensed consolidated financial statements

~~(Stated in US Dollars)~~1

	As of
	September 30, 2018			December 31, 2017
	(Unaudited)			(Audited)
ASSETS
Current assets:
Cash and cash equivalents	$	35,342		$	40,372
Trade and other receivables		439,061			60,905
Trade and other receivables - related party		258,341			271,142
Total current assets		732,744			372,419
Property and equipment, net		30,760			31,469
Intangible assets, net		86,665			98,625
Goodwill		6,509,942			6,719,542
Long-term investment		3,190,620			14,980,350
TOTAL ASSETS	$	10,550,731		$	22,202,405
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Term loans	$	701,662		$	495,391
Accrued expenses		82,744			29,258
Trade and other payables		979,928			329,602
Deposits		-			30,000
Advances from related parties		2,422,504			1,178,675
Taxes payable		60,650			48,526
Deferred tax liabilities		670,030			3,145,874
Total current liabilities		4,917,518			5,257,326
TOTAL LIABILITIES		4,917,518			5,257,326
STOCKHOLDERS’ EQUITY
Preferred stock ($0.0001 par value; authorized 100,000,000 shares, none issued and outstanding at September 30, 2018 and December 31, 2017)		-			-
Common stock ($0.0001 par value; authorized 500,000,000 shares, 47,873,810 and 42,797,008 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively)		4,787			4,280
Additional paid-in capital		11,064,592			7,585,435
Retained earnings (Accumulated deficit)		(112,333	)		5,283,484
Accumulated other comprehensive income (loss)		(5,323,833	)		4,071,880
Total shareholders’ equity		5,633,213			16,945,079
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	10,550,731		$	22,202,405

REBEL GROUP, INC.

~~See~~CONDENSED ~~accompanying~~CONSOLIDATED ~~notes~~STATEMENTS toOF ~~unaudited condensed~~OPERATIONS ~~consolidated~~AND ~~financial~~COMPREHENSIVE ~~statements~~LOSS

2 (Stated in US Dollars)

REBEL GROUP, INC.

	For the three months ended March 31,
	2019			2018
	(Unaudited)			(Unaudited)

Revenues, net	$	-		$	-

Operating expenses
Cost of sales		(779	)		-
Depreciation and amortization expenses		(15,073	)		(9,376	)
General and administrative expenses		(1,001,860	)		(1,482,815	)
Loss from operations		(1,017,712	)		(1,492,191	)

Other (expenses) income
Convertible loan interest		(11,061	)		(10,488	)
Bank loan interest		(24,235	)		-
Interest income		5			5,283
Recognized loss from changes in fair value as a result of investment disposition		(5,766,462	)		-
Other expense		(34,208	)		-
Total other expenses		(5,835,961	)		(5,204	)

Loss before income tax expenses		(6,853,673	)		(1,497,395	)
Income tax expenses		(20,000	)		-
Net loss		(6,873,673	)		(1,497,395	)

Other comprehensive loss
Foreign currency translation adjustments		(26,893	)		7,589
Change in fair value related to long-term investment, net of tax of $nil and $653,688 for the three months ended March 31, 2019 and 2018, respectively		-			(2,459,112	)
Other comprehensive loss		(26,983	)		(2,451,523	)

Total comprehensive loss	$	(6,900,566	)	$	(3,948,918	)

Loss per share
Basic and diluted loss per common share	$	(0.14	)	$	(0.03	)
Basic and diluted weighted average common shares outstanding		49,029,764			45,189,876

~~CONDENSED~~See ~~CONSOLIDATED~~accompanying ~~STATEMENTS~~notes OFto ~~OPERATIONS~~unaudited condensed ~~AND~~consolidated ~~COMPREHENSIVE~~financial ~~INCOME (LOSS)~~statements

~~(Stated in US Dollars)~~2

	For the three months ended September 30,						For the nine months ended September 30,
	2018			2017			2018			2017
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Revenues, net	$	-		$	399,683		$	223,783		$	399,683
Operating expenses
Cost of sales		(40,352	)		-			(1,902,667	)		-
Depreciation and amortization expenses		(10,124	)		(8,399	)		(29,744	)		(23,582	)
General and administrative expenses		(1,175,553	)		(509,559	)		(3,591,624	)		(1,241,881	)
Loss from operations		(1,226,029	)		(118,275	)		(5,300,252	)		(865,780	)
Other (expense) income
Convertible loan interest		(11,108	)		(10,140	)		(31,686	)		(18,587	)
Bank loan interest		(35,474	)		(62	)		(47,825	)		(360	)
Interest income		2,961			370			8,980			582
Other expense		(4,107	)		-			(4,107	)		-
Total other expense		(47,728	)		(9,832	)		(74,638	)		(18,365	)
Loss before income tax expenses (benefits)		(1,273,757	)		(128,107	)		(5,374,890	)		(884,145	)
Income tax expenses (benefits)		(20,927	)		2,067			(20,927	)		(792	)
Net loss		(1,294,684	)		(126,040	)		(5,395,817	)		(884,937	)
Other comprehensive loss
Foreign currency translation adjustments		(204,116	)		(545	)		(81,826	)		(8,759	)
Change in fair value related to long-term investment, net of tax of $2,475,843 and $680,925 for the nine months ended September 30, 2018 and 2017, respectively		(3,501,161	)		(1,289,867	)		(9,313,887	)		(1,264,575	)
Other comprehensive loss		(3,705,277	)		(1,290,412	)		(9,395,713	)		(1,273,334	)
Total comprehensive loss	$	(4,999,961	)	$	(1,416,452	)	$	(14,791,530	)	$	(2,158,271	)
Loss per share
Basic and diluted loss per common share	$	(0.027	)	$	(0.004	)	$	(0.117	)	$	(0.030	)
Basic and diluted weighted average common shares outstanding		47,083,630			30,128,529			46,115,724			29,642,601

REBEL GROUP, INC.

~~See~~CONDENSED ~~accompanying~~CONSOLIDATED ~~notes~~STATEMENTS toOF ~~unaudited condensed~~STOCKHOLDERS’ ~~consolidated~~EQUITY ~~financial statements~~(DEFICIT)

3 (Unaudited)

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

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the three months ended March 31, 2019
											Accumulated
					Additional						Other
	Common Stock				Paid-in			Accumulated			Comprehensive
	Shares		Amount		Capital			Deficit			Loss			Total

Balance, December 31, 2018		48,319,986	$	4,832	$	11,384,592		$	(8,370,529	)	$	(6,719,721	)	$	(3,700,826	)
Cumulative effect of changes in accounting principles related to financial instruments		-		-		-			(5,766,462	)		6,733,803			967,341
Net loss		-		-		-			(1,107,211	)		-			(1,107,211	)
Issuances of shares for cash		1,560,000		156		1,462,744			-			-			1,462,900
Issuances of shares for services		340,000		34		339,966			-			-			340,000
Foreign currency adjustment		-		-		-			-			(26,893	)		(26,893	)
Balance, March 31, 2019 (unaudited)		50,219,986	$	5,022	$	13,187,302		$	(15,244,202	)	$	(12,811	)	$	(2,064,689	)

	For the three months ended March 31, 2018
											Accumulated
					Additional						Other
	Common Stock				Paid-in			Retained			Comprehensive
	Shares		Amount		Capital			Earnings			Income			Total

Balance, December 31, 2017		42,797,008	$	4,280	$	7,585,435		$	5,283,484		$	4,071,880		$	16,945,079
Net loss		-		-		-			(1,497,395	)		-			(1,497,395	)
Issuances of shares for cash		753,000		75		612,070			-			-			612,145
Issuances of shares for services		650,000		65		519,935			-			-			520,000
Issuances of shares for placements		1,453,860		145		(145	)		-			-			-
Unrealized (loss) on investment, net of tax of $653,668		-		-		-			-			(2,459,112	)		(2,459,112	)
Foreign currency adjustment		-		-		-			-			7,589			7,589
Balance, March 31, 2018 (unaudited)		45,653,868	$	4,565	$	8,717,295		$	3,786,089		$	1,620,357		$	14,128,306

~~(Stated~~See inaccompanying USnotes ~~Dollars)~~to unaudited condensed consolidated financial statements

	Nine months ended September 30,
	2018			2017
	(Unaudited)			(Unaudited)
Cash flows from operating activities:
Net loss	$	(5,395,817	)	$	(884,937	)
Stock compensation		870,333			-
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense		29,744			23,582
Changes in operating assets and liabilities:
Trade and other receivables		(254,522	)		(1,907,429	)
Accrued expenses		53,486			-
Trade and other payables		589,239			23,538
Trade and other receivables - related party		746			-
Taxes payable		(7,855	)		-
Net cash used in operating activities		(4,114,646	)		(2,745,246	)
Cash flows from investing activities:
Purchases of equipment		(20,403	)		(9,058	)
Net cash used in investing activities		(20,403	)		(9,058	)
Cash flows from financing activities:
Proceeds from the issuance of common stock		2,609,332			2,689,423
Deposits		(30,000	)		-
Proceeds from convertible loans		-			503,812
Proceeds from term loan		210,404			-
Repayments of term loan		-			(12,033	)
Advances to directors		(766,675	)		(246,982	)
Advances from related parties		1,935,120			-
Net cash provided by financing activities		3,958,181			2,934,220
(Decrease) increase in cash and cash equivalents		(176,868	)		179,916
Effect of foreign currency translation		171,838			(3,274	)
Cash and cash equivalents at beginning of period		40,372			22,321
Cash and cash equivalents at end of period	$	35,342		$	198,963
Supplemental cash flow disclosures:
Cash paid for interest	$	79,511		$	360
Cash paid for income tax		-			792
Significant non-cash transactions:
Unrealized fair value (loss) gain on long-term investment	$	(11,789,730	)	$	1,945,500

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

4 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

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

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

	For the three months ended March 31,
	2019			2018
	(Unaudited)			(Unaudited)
Cash flows from operating activities:
Net loss	$	(6,873,673	)	$	(1,497,395	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock compensation		340,000			520,000
Depreciation and amortization expense		15,073			9,376
Recognized loss from changes in fair value as a result of investment disposition		5,766,462
Provision for doubtful accounts		2,963			-
Changes in operating assets and liabilities:
Trade and other receivables		(8,471	)		(4,718	)
Accrued expenses		(35,024	)		57,662
Trade and other payables		(289,430	)		(29,879	)
Trade and other receivables - related party		-			(1,516	)
Taxes payable		20,000			(8,041	)
Net cash used in operating activities		(1,062,100	)		(954,511	)

Cash flows from investing activities:
Purchases of equipment		-			(13,257	)
Net cash used in investing activities		-			(13,257	)

Cash flows from financing activities:
Proceeds from the issuances of common stock		1,412,900			612,145
Deposits		-			317,511
Repayments of term loan		(111,783	)		-
Advances from related parties		(108,041	)		109,568
Net cash provided by financing activities		1,193,076			1,039,224

Increase in cash, cash equivalents and restricted cash		130,976			71,456

Effect of foreign currency translation		34,538			16,003
Cash, cash equivalents and restricted cash at beginning of period		41,321			40,372
Cash, cash equivalents and restricted cash at end of period	$	206,835		$	127,831

Supplemental cash flow disclosures:
Cash paid for interest	$	3,440		$	-
Cash paid for income tax		-			-

Significant non-cash transactions:
Unrealized fair value gain (loss) on long-term investment	$	-		$	(3,112,800	)

~~(Stated~~The following table provide a reconciliation of cash, cash equivalents and restrict cash reported within the statement of financial position that sum to the total of the same amounts shown in USthe ~~Dollars)~~unaudited condensed consolidated statements of cash flows:

1. Organization and nature of operations

	As of
	March 31, 2019		December 31, 2018
	(Unaudited)
Cash and cash equivalents	$	184,358	$	41,321
Restrict cash		22,477		-
		206,835		41,321

~~Rebel~~See ~~Group,~~accompanying ~~Inc.~~notes (f/k/a Inception Technology Group, Inc., 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 talents. With assistance from contracted production crews, the Company also produces and distributes, through the Internet and social media, and sells the distribution rights to ~~television~~unaudited ~~stations, videos of its MMA events. The Company seeks to~~condensed ~~promote~~consolidated ~~MMA~~financial ~~in Asian countries through hosting events that attract talented fighters from all over the world.~~statements

On June 21, 2017, Pure Heart Entertainment Pte Ltd. (“Pure Heart”), a wholly owned subsidiary of the Company, formed Rebel Shanghai Limited (“Rebel Shanghai”), which was incorporated in Shanghai China in order to acquire Qingdao Quanyao Sports Consulting Co. Ltd. (“Qingdao Quanyao”), a company organized under the laws of the People’s Republic of China (the “PRC”), and for its business expansion in the PRC.4

OnREBEL ~~October 1~~GROUP, ~~2017, the Company entered into a Share Transfer Agreement (the “Transfer Agreement”) with Naixin Qi (the “Shareholder”), an individual and the sole shareholder of Qingdao Quanyao~~INC.

~~Pursuant~~NOTES toTO ~~the~~UNAUDITED ~~Transfer~~CONDENSED ~~Agreement, Pure~~CONSOLIDATED ~~Heart,~~FINANCIAL through Rebel Shanghai agreed to acquire 100% share of the outstanding equity interests (the “Equity Stake”) of 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 (together the “Purchase Price”) (See Note 3 to the unaudited condensed consolidated financial statements for details).STATEMENTS

~~Qingdao~~(Stated ~~Quanyao~~in ~~holds~~US ~~50% shares of Qingdao Leibo Sports Culture Co., Ltd (“Leibo”~~Dollars).

21. ~~Summary~~Organization ofand ~~principal~~nature ~~accounting~~of ~~policies~~operations

~~Basis~~Rebel Group, Inc. (f/k/a Inception Technology Group, Inc., also known as Rebel Fighting Championship, its trade name, the “Company”) was incorporated under the laws of ~~presentation~~the State of Florida on September 13, 2011. The Company organizes, promotes and ~~consolidation~~hosts mixed martial arts (“MMA”) events featuring top-level athletic talents. With assistance from contracted production crews, the Company also produces and distributes, through the internet and social media, and sells the rights to distribute to television stations, videos of its MMA events. The Company seeks to promote MMA in Asian countries by hosting events that attract talented fighters from all over the world.

~~The~~On ~~accompanying~~June ~~unaudited~~21, ~~condensed~~2017, ~~consolidated~~Pure Heart ~~financial~~Entertainment ~~statements~~Pte ofLtd. ~~the Company have been prepared and presented in accordance with generally accepted accounting principles~~ (“~~U.S.~~Pure ~~GAAP~~Heart”) ~~for~~formed ~~interim~~Rebel ~~financial~~Shanghai ~~information~~Limited ~~pursuant~~in toShanghai, ~~the~~China ~~rules~~in ~~and~~order ~~regulations~~to ofacquire ~~the Securities and Exchange~~Qingdao ~~Commission~~Quanyao ~~(the~~Sports ~~“SEC”).~~Consulting ~~Accordingly~~Co., ~~they do not include all of the information and footnotes required by U~~Ltd.S., ~~GAAP for~~a ~~complete~~company ~~financial~~organized ~~statements.~~under In the ~~opinion~~laws of ~~management,~~the ~~all~~PRC ~~adjustments~~ (~~consisting~~“Qingdao ~~of normal recurring accruals~~Quanyao”) ~~considered necessary~~and to ~~make the financial statements not misleading have been included. Operating results for the nine months ended September~~facilitate ~~30, 2018 are not necessarily indicative of~~ the ~~results that may be expected for the fiscal year ending December 31, 2018. The information included in this Form 10-Q should be read in conjunction with Management~~Company’s ~~Discussion~~planned ~~and~~business ~~Analysis,~~expansion ~~and the financial statements and notes thereto included~~ in the ~~Company’s~~southern ~~Form~~part ~~10-K~~of ~~for~~ the ~~fiscal year ended December 31, 2017, filed with the SEC on April 16, 2018~~PRC.

~~All~~On ~~significant~~October ~~inter-company~~1, ~~transactions~~2017, the Company ~~and~~entered ~~balances~~into ~~have~~a ~~been~~Share ~~eliminated~~Transfer ~~upon~~Agreement ~~consolidation~~(the “Share Transfer Agreement”) with Naixin Qi, who was the sole shareholder of Qingdao Quanyao.

~~Liquidity~~Pursuant to the Share Transfer Agreement, Pure Heart, through a wholly foreign owned entity (the “WOFE”) agreed to acquire 100% of the outstanding equity interests of Qingdao Quanyao from the Shareholder for a purchase price of $7,000,000 (the “Purchase Price”) including: (i) the forgiveness of debt owed by Qingdao Quanyao Sports Consulting Co. Ltd, a company organized under the laws of PRC (“Quanyao), to Pure Heart as of October 1, 2017, in the amount of approximately $2,825,000 (the “Forgiven Debts”) and ~~capital~~(ii) ~~resources~~12,000,000 shares (of common stock of the Company (“Common Stock”), par value $0.0001 per share (the “Shares”) (See Note 3 to the consolidated financial statements for further details).

AsQingdao ofQuanyao ~~September~~holds ~~30,~~50% ~~2018,~~of the issued ~~Company~~shares ~~had cash and cash equivalents~~ of ~~$35,342,~~Qingdao ~~which~~Leibo ~~decreased~~Sports byCulture $5Co.,~~030 when~~ ~~comparing with $40,372 as of December 31, 2017~~Ltd. ~~The~~(“Leibo”) ~~net~~since ~~cash~~January ~~used in operating activities for the period ended September 30~~8, ~~2018~~ ~~was $4~~2015,~~114,646,~~ ~~which increased by $1,349,400 when comparing with $2,745,246 for~~ the ~~period~~date ~~ended September 30, 2017. The net decrease in cash and cash equivalents was mainly due to operation activities in China. The Company’s principal sources~~ of ~~liquidity have been cash provided by advances from related parties. The Company~~Leibo’s ~~operating results for future periods~~ ~~are subject to numerous uncertainties and it is uncertain if the Company will be able to achieve profitability and continue growth for the foreseeable future~~incorporation. ~~If management is not able to increase revenue and manage operating expenses in line with revenue forecasts, the Company may not be able to achieve profitability.~~

~~The~~REBEL ~~Company will focus on improving operation efficiency and cost reduction~~GROUP, developing core cash-generating business by extending the advances from the major shareholders, seeking additional public and/or private issuance of securities, as well as looking for strategic business partners to optimize our operationsINC. On March 16, 2018, the Company entered into a Subscription Agreement (the “Subscription Agreement”) with a third-party investor (the “Investor”). The Investor is expected to remit three equal installments 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.

OnNOTES ~~August~~TO ~~16,~~UNAUDITED ~~2018,~~CONDENSED ~~the Company entered~~CONSOLIDATED ~~into~~FINANCIAL a subscription agreement with another third-party investor. The investor is expected to remit two equal installments in the amount of $1 million each, and $2 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. On August 17, 2018, the Company received the first installment in the amount of $1 million. The Company expected to receive the second installment in December 2018 or January 2019. The Company also received financial support commitments from the Company’s major shareholder.STATEMENTS

~~The~~(Stated ~~Company~~in ~~believes~~US 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 unaudited condensed consolidated financial statements for the nine months ended September 30, 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.Dollars)

~~Revenue~~2. ~~Recognition~~Summary of principal accounting policies

~~The~~Basis ~~Company adopted Accounting Standards Codification 606, Revenue from Contracts with Customers (“Topic 606”), as~~ of ~~January~~presentation 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.consolidation

The ~~Company~~consolidated financial ~~derives~~statements ~~revenues~~of ~~principally from~~ the ~~following~~Company ~~sources: (i) advertising~~ and ~~sponsorship~~its ~~sales,~~subsidiaries ~~(ii)~~are ~~live~~prepared ~~event~~and ~~ticket~~presented ~~sales,~~in ~~and~~accordance ~~(iii)~~with ~~direct-to-consumer~~accounting ~~sales~~principles generally ofaccepted ~~merchandise~~in at the ~~live~~United ~~event~~States ~~venues~~(“U.S. ~~The~~GAAP”) ~~below~~and ~~describes~~pursuant to the ~~revenue~~rules ~~recognition~~and ~~policies~~regulations inof ~~further~~the ~~detail~~U.S. ~~for~~Securities ~~each~~and ~~major~~Exchange ~~revenue~~Commission ~~source of the Company~~(“SEC”).

~~Advertising~~All ~~and~~significant ~~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~~inter-~~air announcements and special appearances by our fighters. The Company allocates the transaction price~~company totransactions ~~all performance obligations contained within a sponsorship~~ and ~~advertising~~balances ~~arrangement~~have ~~based~~been eliminated upon ~~their relative standalone selling price~~consolidation. 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.

~~Live~~The ~~event~~Company’s ~~ticket~~unaudited condensed ~~sales:~~consolidated ~~revenues~~financial ~~from~~ statements have been presented on the ~~live~~basis ~~event~~that ~~ticket~~it ~~sales~~is ~~are~~a ~~recognized~~going ~~upon~~concern, which contemplates the realization ~~occurrence~~of assets and the satisfaction of liabilities in the ~~related~~normal ~~live~~course ~~event~~of business. The fiscal year end is December 31.

6 Liquidity and Going Conern

~~Direct-to-consumer~~On ~~venue~~March ~~merchandise~~31, ~~sales:~~2019, the Company ~~direct-to-consumer~~had ~~merchandise~~a ~~sales~~working ~~consist~~capital deficit of ~~sales~~$4,172,957 of(unaudited) ~~merchandise~~and atcash ~~the~~on ~~live~~hand ~~events.~~of ~~Revenues~~$184,358 ~~are~~(unaudited) ~~recognized~~as atcompared ~~the~~to ~~point~~working ofcapital ~~sale~~deficit of $4,856,536 asand ~~control~~cash ison ~~transferred~~hand toof ~~the~~$41,321 ~~customer~~as of December 31, 2018.

~~Revenue~~Net iscash ~~recognized~~used ~~when~~in ~~persuasive~~operating ~~evidence~~activities offor anthe ~~arrangement~~three ~~exists;~~months ~~delivery~~ended ~~has~~March ~~occurred~~31, or2019 ~~services~~was ~~have~~$1,062,100 ~~been~~(unaudited) ~~rendered;~~as compared to net cash used in operating activities of $954,511 (unaudited) for the ~~price~~three ismonths ~~fixed~~ended orMarch ~~determinable;~~31, ~~and~~2018. ~~collectability~~The increase in net cash used in operating activities was primarily due isto ~~reasonably~~an ~~assured~~increased in trade and other payables.

~~Substantially~~Net ~~all~~cash ~~revenue~~provided by financing activities for the three months ended March 31, 2019 was ~~from~~$1,193,076 ~~sponsorships~~(unaudited) as compared to $1,039,224 (unaudited) for the three months ended March 31, 2018. The increase in net cash provided by financing activities was primarily due to the ~~Company~~issuance of shares of common stock.

~~Currently~~As of March 31, 2019, our accumulated deficit was $15,244,202 (unaudited). Our operating results for future periods are subject to numerous uncertainties and it is uncertain if we will be able to achieve profitability and grow in the ~~Company's~~foreseeable ~~revenues~~future. ~~come~~If management is not able to increase revenue and ~~from~~manage operating expenses in line with revenue forecasts, the ~~following~~Company ~~sources:~~may not be able to achieve profitability.

	For the three months ended September 30,				For the nine months ended September 30,
	2018		2017		2018		2017
Sponsorships	$	-	$	399,683	$	222,271	$	399,683
Other		-		-		1,512		-
	$	-	$	399,683	$	223,783	$	399,683

In order to improve the efficiency of our operations, reduce costs and develop core cash-generating business, we may need to seek advances from major shareholders, seek additional public and/or private issuance of securities, as well as look for strategic business partners to optimize our operations.

~~Use~~On July 12, July 23 and August 9, 2019, the Company entered into several Subscription Agreements (the “Subscription Agreements”) with four third-party investors (the “Investors”), according to which the Investors will pay $1,210,000 in exchange for 806,667 shares of the ~~estimates~~Company’s common stock. As of the date of this quarterly report on Form 10-Q, the Investors have received 806,667 shares of the Company’s common stock and the Company has yet to receive any payments. The Company expects to receive the payments in full by December 31, 2019.

~~The~~On ~~preparation~~September of13, 2019, the ~~combined financial~~CEO ~~statements~~of inthe ~~conformity~~Company ~~with~~and ~~generally~~one ~~accepted~~third-party ~~accounting~~investor ~~principles~~(“the ~~requires~~Investor”) ~~management~~entered tointo ~~make~~an ~~estimates~~investment ~~and~~agreement ~~assumptions~~to ~~that~~extend $3 million ~~affect~~to the ~~reported~~Company ~~amounts~~for ofhosting ~~assets~~Rebel ~~and~~10 ~~liabilities~~event ~~and~~(“Rebel ~~disclosures~~10 ofevent”) ~~contingent~~in ~~assets~~December ~~and~~2019. ~~liabilities~~Based aton the ~~date~~agreement, of the ~~combined~~funding ~~financial~~is ~~statements,~~comprised ~~and~~of ~~the~~a ~~reported~~$1.5 ~~amounts~~million of1-year ~~revenues~~convertible ~~and~~loan ~~expenses~~with ~~during~~interest ~~the~~of ~~reporting~~8% ~~period~~per annum. ~~Our~~The ~~significant~~Investor ~~estimates~~may convert all of the principal ~~and~~amount ~~assumption~~of ~~include~~the ~~depreciation~~loan into 1,500,000 shares of Company’s common stock~~-based~~ ~~compensation~~at any time through September 12, ~~and~~2020. Pursuant to the terms ~~valuation~~of ~~allowance~~the ~~relating~~Investment toAgreement, the Investor paid the Company’s ~~deferred tax~~$1,000,000 ~~assets.~~on ~~Actual~~September ~~results~~23, ~~could~~2019 ~~differ~~and ~~from~~$500,000 ~~those~~on ~~estimates~~October 19, 2019.

~~Cash~~The Company believes that available cash and cash equivalents, together with the actions 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 unaudited condensed consolidated financial statements for the three months ended March 31, 2019 and 2018 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.

Cash 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.6

~~Fair~~REBEL ~~value~~GROUP, ~~of financial instruments~~INC.

~~Fair~~NOTES ~~value~~TO ~~information~~UNAUDITED ofCONDENSED ~~financial instruments~~CONSOLIDATED ~~requires~~FINANCIAL disclosure, whether or not recognized in the 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.STATEMENTS

	Level 1	inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
	Level 2	inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.
	Level 3	inputs to the valuation methodology are unobservable and significant to the fair value.

(Stated in US Dollars)

As2. ofSummary ~~September 30, 2018, and December 31, 2017, financial instruments~~ of ~~the~~principal ~~Company~~accounting ~~primarily~~policies ~~comprise of cash, cash equivalents, other receivables, accrued expenses, which the carrying amounts approximated their fair values because of their generally short maturities.~~(continued)

~~The~~Revenue ~~Company uses quoted prices in active markets to measure the fair value of the long-term investment.~~recognition

7The Company adopted Accounting 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.

~~Foreign~~The ~~currency~~Company ~~translation~~plans to derive revenues principally from the following sources: (i) advertising and ~~transactions~~sponsorship sales, (ii) live event ticket sales, and (iii) direct-to-consumer sales of merchandise at the live event venues. The below describes the revenue recognition policies in further detail for each major revenue source of the Company.

~~The~~Advertising ~~reporting~~and ~~currency~~sponsorships: through ofthe advertising and sponsorship agreements with customers, the Company isoffers a full range of the promotional vehicles, ~~United~~including ~~States~~online ~~Dollars~~and ~~(“US$”)~~print advertising, ~~which~~on-air isannouncements ~~also~~and ~~the~~special ~~Company’s~~appearances ~~functional~~by ~~currency~~our fighters. The ~~Singapore~~Company ~~and~~allocates the ~~PRC subsidiaries~~ ~~maintain~~transaction ~~their~~price ~~books~~to ~~and~~all ~~records~~performance inobligations ~~its~~contained ~~local~~within ~~currency,~~a ~~the~~sponsorship ~~Singapore~~and ~~dollar~~advertising ~~(“SGD”)~~arrangement ~~and~~based ~~Renminbi~~upon ~~(“RMB”),~~their relative ~~which~~standalone ~~are~~selling ~~their~~price. ~~functional~~Revenues ~~currencies~~are recognized as ~~being~~each ~~the~~performance ~~primary~~obligation ~~currency~~is ofsatisfied, which generally occurs when the sponsorship ~~economic~~and ~~environment~~advertising inis ~~which~~aired, ~~these~~exhibited, ~~entities~~performed ~~operate~~or played on the applicable media platform.

~~Transactions~~Live inevent ~~foreign~~ticket ~~currencies other~~sales: ~~than~~revenues ~~functional~~from ~~currencies are initially recorded at~~ the ~~functional~~live ~~currency~~event ~~rate~~ticket ~~ruling~~sales ~~at the date of transaction. Any differences between the initially recorded amount and the settlement amount~~ are ~~recorded~~recognized asupon ~~a gain or loss on foreign currency transaction in~~ the ~~statements~~occurrence of ~~income. Monetary assets and liabilities denominated in foreign currency are translated at~~ the ~~functional~~related ~~currency rate~~live ~~of exchange ruling at the balance sheet date~~event. ~~Any differences are taken to profit or loss as a gain or loss on foreign currency translation in the statements of income.~~

~~The~~Direct-to-consumer ~~Company~~venue merchandise ~~translated~~sales: ~~the~~direct-to-consumer ~~assets~~merchandise ~~and~~sales ~~liabilities into~~consist USof ~~dollars using~~sales ~~the rate~~ of ~~exchange~~merchandise ~~prevailing~~ at the ~~applicable~~live ~~balance~~events. ~~sheet~~Revenues ~~date and the statements of income and cash flows~~ are ~~translated~~ recognized at ~~an average rate during~~ the ~~reporting~~point ~~period.~~of ~~Adjustments~~sale, ~~resulting from the translation are recorded in investors’ equity~~ as ~~part~~control ofis ~~accumulated~~transferred ~~other~~to ~~comprehensive~~the ~~income~~customer.

~~Income~~Use ~~taxes~~of estimates

~~Deferred~~The ~~tax~~preparation ~~assets and liabilities are recognized for the expected future tax consequences~~ of ~~events that have been included in~~ the combined financial statements orin ~~tax returns.~~conformity ~~Under~~with ~~this~~generally ~~method,~~accepted ~~deferred~~accounting ~~income~~principles ~~taxes~~requires ~~are~~management ~~recognized~~to ~~for~~make ~~the~~estimates ~~tax~~and ~~consequences~~assumptions that inaffect ~~future years of differences between~~ the ~~tax~~reported ~~bases~~amounts of assets and liabilities and ~~their~~disclosures ~~financial~~of ~~reporting~~contingent ~~amounts~~assets atand ~~each~~liabilities ~~period~~at ~~end~~the ~~based~~date onof the ~~enacted~~combined ~~tax~~financial ~~laws~~statements, and ~~statutory~~ ~~tax~~the ~~rates~~reported ~~applicable~~amounts toof ~~the~~revenues ~~periods~~and inexpenses ~~which~~during the ~~differences~~reporting ~~are~~period. ~~expected~~Our ~~to affect taxable income (refer to Note 10~~significant estimates and ~~below~~assumption toinclude ~~the~~depreciation, ~~unaudited~~allowance ~~condensed consolidated financial statements~~ for ~~further~~trade ~~discussion~~receivables onand ~~the~~prepayments, ~~impact~~stock-based tocompensation, ~~the~~and ~~newly enacted~~the ~~tax~~valuation ~~laws~~allowance inrelating ~~2017). Valuation allowances are established, when necessary,~~ to ~~reduce~~the Company’s deferred tax assets/liabilities. toActual ~~the~~results ~~amount~~could ~~expected~~differ ~~to be~~from ~~realized~~those estimates.

~~Entities~~Cash should recognize in the 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~~cash ~~related to unrecognized tax benefits, if and when required, as part of income tax expense in the statements of operations.~~equivalents

InCash ~~January~~and ~~2018,~~cash ~~the~~equivalents ~~SEC staff issued Staff~~consist ~~Accounting Bulletin No. 118, Income Tax Accounting Implications~~ of ~~the~~bank ~~Tax~~deposits ~~Cuts~~with ~~and~~original ~~Jobs~~maturities ~~Act (“SAB 118”) to provide guidance for companies that have not completed their accounting for the income tax effects~~ of ~~the~~three ~~2017~~months ~~Tax~~or ~~Act in the period of enactment. Specifically~~less, 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~~are ~~accounting~~unrestricted ~~is incomplete.~~as ~~Those provisional amounts will be subject~~ to ~~adjustment~~withdrawal ~~during~~and ause ~~measurement period that begins in~~ the ~~reporting period~~Company ~~that~~maintained ~~includes~~accounts ~~the~~at ~~2017~~banks ~~Tax Act’s enactment date~~ and ~~ends~~have ~~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~~experienced ~~beyond~~any ~~one year~~losses 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~~concentrations.

~~One-time~~Restricted ~~transitional~~cash tax. As part of the 2017 Tax 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.

8 Restricted cash represents deposits not readily available to the Company. Restricted cash as of March 31, 2019 represented cash frozen for a court decision.

~~The~~Allowance 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. The GILTI provisions allow companies to make an accounting policy election to either (i) account for ~~GILTI~~doubtful 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 10 for further discussion on the impact of tax laws enacted during 2017.accounts

~~Earnings~~An (allowance for doubtful accounts is recorded in the period in which a loss) ~~per~~is ~~share~~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.

Basic earnings (loss) per 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.7

~~Employee~~REBEL ~~equity share options~~GROUP, ~~non-vested shares and similar equity instruments granted to employees be treated as potential common shares in computing diluted earnings per share~~INC. 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.

~~Plant~~NOTES ~~and~~TO ~~equipment~~UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~Plant~~(Stated ~~and~~in ~~equipment~~US are recorded at 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:Dollars)

~~Equipment~~2. 3Summary -of 5principal ~~years~~accounting policies (continued)

~~Intangible~~Fair ~~assets~~value of financial instruments

~~Intangible~~Fair ~~assets,~~value ~~comprising~~information ~~trade~~of ~~mark~~financial ~~and~~instruments ~~other~~requires ~~intangible~~disclosure, ~~assets~~whether or not recognized in the balance sheets, for which it is practicable to estimate that value. In cases where quoted market prices are ~~separable~~not ~~from~~available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the ~~fixed~~assumptions ~~assets~~used, ~~are~~including ~~stated~~the atdiscount ~~cost~~rate ~~less~~and ~~accumulated~~estimates ~~amortization~~of future cash flows. ~~Amortization~~In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, isin ~~computed~~many ~~using~~cases, could not be realized in immediate settlement of the ~~straight-line~~instruments. ~~method~~Certain ~~over~~financial instruments and all nonfinancial assets and liabilities are excluded from fair value disclosure requirements. Accordingly, the ~~estimated~~aggregate ~~useful~~fair ~~lives~~value amounts do not represent the underlying value of 10the ~~years~~Company.

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

~~Goodwill~~Level ~~represents~~2 ~~the~~inputs ~~excess~~to of the ~~consideration over~~valuation ~~the~~methodology ~~fair~~include ~~value~~quoted ofprices ~~the~~for ~~net~~similar assets ~~acquired~~and atliabilities ~~the~~in ~~date~~active ofmarkets, ~~acquisition.~~and ~~Goodwill~~inputs isthat ~~not~~are ~~amortized~~observable ~~but rather tested~~ for ~~impairment at least annually at~~ the ~~reporting~~assets ~~until~~or ~~level~~liability, byeither ~~applying~~directly aor ~~fair-value~~indirectly, ~~based test in accordance with accounting and disclosure requirements~~ for ~~goodwill~~substantially ~~and~~the ~~other~~full ~~indefinite-lived~~term ~~intangible~~of ~~assets. This test is performed by management annually or more frequently if~~ the ~~Company~~financial ~~believes impairment indicators are present~~instruments.

~~Impairment~~Level of3 ~~long-lived~~inputs ~~assets~~to the valuation methodology are unobservable and significant to the fair value.

~~The~~As ~~Company~~of ~~reviews~~March ~~its long-lived assets~~31, ~~other~~ ~~than~~2019 ~~goodwill including property~~ and ~~equipment and intangible assets with definite lives for impairment whenever events or~~December ~~changes~~31, in2018, ~~circumstances~~financial ~~indicate~~instruments ~~that the carrying amount~~ of ~~an asset may no longer be recoverable. When these events occur,~~ the Company ~~measures~~primarily ~~impairment~~comprise ~~by comparing the carrying values~~ of ~~the~~cash, ~~long-lived~~cash ~~assets~~equivalents, torestricted ~~the estimated undiscounted future~~ cash ~~flows~~, ~~expected~~other ~~to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash~~receivables, ~~flows~~accrued isexpenses, ~~less~~which ~~than~~ the carrying amounts ofapproximated ~~the~~their ~~assets,~~fair ~~the~~values ~~Company~~because ~~would recognize an impairment loss based on the excess~~ of ~~the carrying~~their ~~value~~generally ~~over~~short ~~the assessed discounted cash flow amount~~maturities.

9 Foreign currency translation and transactions

~~Impairment~~The reporting currency of ~~goodwill~~the Company is United States Dollars (“US$”), which is also the Company’s functional currency. The Singapore and PRC subsidiaries maintain their books and records in their respective local currency, the Singapore dollar (“SGD”) and Renminbi (“RMB”), which are functional the primary currencies in Singapore and China.

~~The~~Transactions ~~Company~~in ~~reviews~~foreign ~~the carrying value~~currencies ofother 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~~functional ~~that~~currencies anare ~~impairment~~initially ~~has~~recorded ~~occurred. The~~at ~~Company has~~ the ~~option~~functional tocurrency ~~assess~~rate ~~qualitative~~ruling ~~factors~~at ~~to determine whether it is necessary to perform~~ the ~~two-step~~date ~~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 requiredtransaction. ~~The first~~Any ~~step~~differences ~~compares~~between the ~~fair~~initially ~~values~~recorded ~~of each reporting unit to its carrying~~ amount, ~~including~~and ~~goodwill. If~~ the ~~fair~~settlement ~~value of each reporting unit exceeds its carrying~~ amount, ~~the assets~~ are ~~not~~recorded ~~considered~~as ~~to be impaired and the second step will not be required. If the carrying amount of~~ a ~~reporting~~gain ~~unit~~or ~~exceeds~~loss ~~its~~on ~~fair~~foreign ~~value, the second step compares the implied fair value of goodwill to the~~currency ~~carrying~~transaction ~~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~~statements of ~~the~~income. ~~assessed~~Monetary ~~fair value determined in the first step to the~~ assets and liabilities of ~~the~~denominated ~~reporting~~in ~~unit.~~foreign ~~The~~currency ~~excess~~are oftranslated at the functional ~~fair~~currency ~~value~~rate of ~~the~~exchange ~~reporting~~ruling ~~unit~~at ~~over~~ the ~~amounts~~balance ~~assigned~~sheet todate. ~~the~~Any ~~assets~~differences ~~and~~are ~~liabilities is~~taken ~~the~~to ~~implied~~profit ~~fair~~or ~~value~~loss ofas ~~goodwill.~~a Angain ~~impairment~~ or loss ison ~~recognized~~foreign ~~for~~currency ~~any~~translation ~~excess~~ in the ~~carrying~~statements ~~value~~ of ~~goodwill over the implied fair value of goodwill~~income. ~~Estimating fair value is performed by utilizing various valuation techniques, with the primary technique being a discounted cash flow.~~

~~Long-term~~The ~~investment~~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.

Investments comprise marketable securities which are classified as available-for-sale securities and are carried at fair value with unrealized gains and losses, net 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.8

~~Comprehensive~~REBEL ~~(loss)~~GROUP, ~~income~~INC.

~~The~~NOTES ~~Company~~TO ~~has~~UNAUDITED ~~adopted~~CONDENSED ~~FASB Accounting~~CONSOLIDATED ~~Standard~~FINANCIAL Codification Topic 220 (“ASC 220”) “Comprehensive income”, which 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.STATEMENTS

~~Concentrations~~(Stated ~~and~~in ~~risks~~US Dollars)

-2. ~~Foreign~~Summary ~~currency~~of ~~risk~~principal accounting policies (continued)

AIncome majority of the Company’s expense transactions are denominated in RMB and a significant portion of the Company and its subsidiaries’ assets and liabilities are denominated in RMB. RMB is not freely convertible into foreign currencies. In the PRC, certain foreign exchange transactions are required by law to be transacted only by authorized financial institutions at exchange rates set by the People’s Bank of China (“PBOC”). Remittances in currencies other than RMB by the Company in China must be processed through the PBOC or other China foreign exchange regulatory bodies which require certain supporting documentation in order to affect the remittance.taxes

~~Our~~Deferred ~~functional~~tax ~~currency~~assets ~~is the RMB~~ and liabilities ~~Singapore~~are ~~dollars~~recognized infor ~~subsidiaries~~the inexpected ~~China~~future ~~and~~tax ~~Singapore,~~consequences ~~respectively,~~of ~~and~~events ~~our~~that ~~financial~~have ~~statements~~been ~~are~~included ~~presented~~ in ~~U.S.~~the ~~dollars. The~~combined ~~Singapore~~financial ~~dollars~~statements or ~~depreciated~~tax ~~by 7~~returns.6% inUnder ~~fiscal~~this ~~year~~method, ~~2017.~~deferred Itincome istaxes ~~difficult~~are torecognized ~~predict~~for ~~how~~the ~~market~~tax ~~forces~~consequences orin ~~PRC~~future oryears ~~U.S.~~of ~~government~~differences ~~policy~~between ~~may impact~~ the ~~exchange~~tax ~~rate~~bases ~~between~~of ~~the~~assets ~~RMB~~ and ~~the~~liabilities ~~U.S.~~and ~~dollar~~their infinancial ~~the~~reporting ~~future.~~amounts ~~The~~at ~~change~~each inperiod ~~the~~end ~~value~~based ofon ~~the~~enacted ~~RMB~~tax ~~relative~~laws toand ~~the~~statutory ~~U.S.~~tax ~~dollar~~rates ~~may~~applicable ~~affect~~to ~~our~~the ~~financial~~periods ~~results reported~~ in which the ~~U.S.~~differences ~~dollar~~are ~~terms~~expected ~~without giving effect~~ to ~~any~~affect ~~underlying~~taxable ~~changes in~~income. ~~our~~Valuation ~~business~~allowances orare ~~results~~established, ofwhen ~~operations. Currently~~necessary, ~~our~~to ~~assets,~~reduce ~~liabilities,~~deferred ~~revenues~~tax ~~and~~assets ~~costs~~to ~~are~~the ~~denominated~~amount expected into ~~RMB~~be realized.

ToEntities should recognize in the ~~extent~~consolidated ~~that~~financial statements the ~~Company~~impact ~~needs~~of ~~to convert~~a ~~U.S.~~tax ~~dollars~~position, ~~into~~if ~~RMB~~that ~~for~~position ~~capital~~is ~~expenditures~~more ~~and~~likely ~~working~~than ~~capital~~not ~~and~~of ~~other~~being ~~business~~sustained upon ~~purposes~~examination, ~~appreciation~~based on the technical merits of ~~RMB~~the ~~against U~~position.S. ~~dollar~~Recognized ~~would~~income ~~have~~tax anpositions ~~adverse~~are ~~effect~~measured onat the ~~RMB~~largest amount that ~~the~~is ~~Company~~greater ~~would~~than ~~receive~~50% ~~from~~likely ~~the~~of ~~conversion~~being realized. ~~Conversely,~~Changes ifin ~~the~~recognition ~~Company decides~~or tomeasurement ~~convert~~are ~~RMB~~reflected ~~into~~in ~~U.S.~~the ~~dollar~~period ~~for~~in which the change ~~purpose~~in ofjudgment ~~making~~occurs. ~~payments~~The ~~for~~Company ~~dividends,~~has ~~strategic~~elected ~~acquisition~~to orclassify ~~investments or~~interest ~~other~~and ~~business~~penalties ~~purposes,~~related ~~appreciation~~to ofunrecognized ~~U.S.~~tax ~~dollar~~benefits, ~~against~~if and ~~RMB~~when ~~would~~required, ~~have~~as apart ~~negative~~of ~~effect~~income ontax ~~the~~expense ~~U.S.~~in ~~dollar~~the ~~amount~~statements ~~available to~~of ~~the Company~~operations.

10 Earnings (loss) per share

-Basic ~~Significant~~earnings ~~customers~~(loss) per 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.

~~For~~Employee ~~the~~equity ~~three~~share ~~and~~options, non-vested ~~nine~~shares ~~months~~and ~~ended~~similar ~~September 30,~~equity ~~2018~~instruments ~~and~~granted ~~2017,~~to ~~one~~employees ~~customer~~are ~~accounted~~treated ~~for~~as ~~99%~~potential ~~and~~common ~~100%~~shares ofin ~~the~~computing ~~Company’s~~diluted earnings ~~total~~per ~~revenues, respectively~~share. AsDiluted ofearnings ~~September 30,~~per ~~2018,~~share ~~one~~should ~~company~~be ~~accounted~~based ~~for~~on ~~47%~~the ofactual ~~the~~number ~~Company’s~~of ~~total~~options ~~accounts~~or ~~receivable~~shares ~~balance.~~granted Asand ofnot ~~December~~yet 31forfeited, unless ~~2017,~~doing ~~one company~~so ~~accounted~~would ~~for~~be ~~81%~~anti-dilutive. ofThe Company uses the ~~Company’s~~“treasury ~~total~~stock” ~~accounts~~method ~~receivable~~for ~~balance~~equity instruments granted in share-based payment transactions.

~~Statement~~Plant ofand ~~Cash Flows~~equipment

~~Cash~~Plant ~~flows~~and ~~from~~equipment ~~the~~are ~~Company’s operations~~recorded ~~are~~at ~~formulated~~cost. ~~based~~Significant ~~upon~~additions ~~the~~or ~~local~~improvements ~~currencies.~~extending Asuseful alives ~~result,~~of ~~amounts~~assets ~~related~~are tocapitalized. ~~assets~~Maintenance and ~~liabilities~~repairs ~~reported~~are oncharged to ~~the~~expense ~~statements of~~as ~~cash~~incurred. ~~flows~~Depreciation ~~will~~is ~~not~~computed ~~necessarily~~using ~~agree~~the ~~with~~straight-line ~~changes~~method inover the ~~corresponding~~estimated ~~balances~~useful onlives ~~the~~as ~~balance sheets.~~follows:

~~Risks~~Equipment ~~and~~3 ~~Uncertainties~~- 5 years

~~The~~Intangible significant operations of the Company are 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.assets

~~Recently~~Intangible ~~Issued~~assets, ~~Accounting~~comprising trade ~~Guidance~~mark and other intangible 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.

InImpairment May 2014, 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 industry-specific guidance, and creates guidance for when revenue should be recognized from the exchange of ~~goods or services. ASU No. 2016~~long-~~08 was issued in March 2016 to clarify the principal versus~~lived 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 performance obligations in the new revenue recognition standard. ASU 2016-12 was issued in May 2016 to clarify the guidance on transition, collectability, noncash consideration and the presentation of sales and other similar taxes in the new 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. The new standard is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The Company adopted 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 did not have a material impact on its consolidated financial statements.assets

InThe ~~January~~Company ~~2017~~reviews ~~the~~its ~~FASB issued ASU No. 2017~~long-04lived assets, ~~“Intangibles—Goodwill~~including property and ~~Other~~equipment ~~(Topic~~and ~~350):~~intangible ~~Simplifying~~assets ~~the~~with ~~Test~~definite lives for ~~Goodwill~~impairment ~~Impairment.”~~whenever ~~This~~events ~~new standard~~or ~~eliminates~~changes ~~Step~~in circumstances 2indicate ~~from~~that the ~~goodwill~~carrying ~~impairment~~amount ~~test.~~of ~~Instead,~~ an ~~entity~~asset ~~should~~may ~~compare~~no ~~the~~longer ~~fair~~be ~~value~~recoverable. ofWhen athese ~~reporting~~events ~~unit with~~occur, ~~its~~the ~~carrying~~Company measures ~~amount and recognize an~~ impairment ~~charge for the amount~~ by ~~which~~comparing the carrying ~~amount~~values ~~exceeds~~of the ~~reporting~~long-lived ~~unit’s fair~~assets ~~value, not~~ to ~~exceed~~ the ~~total~~estimated ~~amount~~undiscounted offuture ~~goodwill~~cash ~~allocated~~flows expected to ~~the~~result ~~reporting~~from ~~unit.~~the ~~The~~use ~~standard~~of isthe ~~effective~~assets ~~for~~and ~~fiscal~~their ~~years beginning~~eventual ~~after~~disposition. ~~December~~If ~~15,~~the ~~2019,~~sum ~~including~~of ~~interim~~the ~~periods~~expected ~~within~~undiscounted ~~those~~cash ~~fiscal~~flows ~~years,~~is ~~which means that it will be effective for~~less usthan in the ~~first~~carrying ~~quarter~~amounts of ~~our~~the ~~fiscal year beginning July 1~~assets, ~~2020 assuming~~ the Company ~~still~~would ~~remains~~recognize an ~~emerging~~impairment ~~growth~~loss ~~company at~~based ~~that~~on ~~date.~~the ~~Early~~excess ~~adoption is permitted. The adoption~~ of ~~ASU~~the ~~No.~~carrying ~~2017-04~~value over ~~is not expected to have material impact to~~ the ~~assessment of~~assessed ~~Goodwill~~discounted ~~impairment~~cash ~~for~~flow ~~the Company~~amount.

In February 2016, the FASB issued ASU 2016-02, Amendments to the Accounting Standards Codification (“ASC”) 842 Leases. This update 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 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 public entities 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. Management does not believe the adoption of these ASUs would have a material effect on the Company’s unaudited condensed consolidated financial statements.9

11 REBEL GROUP, INC.

InNOTES ~~March~~TO ~~2018,~~UNAUDITED ~~the~~CONDENSED ~~FASB issued ASU 2018-05~~CONSOLIDATED —FINANCIAL Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 (“ASU 2018-05”), which amends the FASB Accounting Standards Codification and XBRL Taxonomy based on the Tax Cuts and Jobs Act (the “Act”) that was signed into law on December 22, 2017 and Staff Accounting Bulletin No. 118 (“SAB 118”) that was released by the Securities and Exchange Commission. The Act changes numerous provisions that impact U.S. corporate tax rates, business-related exclusions, and deductions and credits and may additionally have international tax consequences for many companies that operate internationally. The Company has evaluated the impact of the Act as well as the guidance of SAB 118 and incorporated the changes into the determination of a reasonable estimate of its deferred tax liability and appropriate disclosures in the notes to its unaudited condensed consolidated financial statements (See Note 10).STATEMENTS

~~On June 20, 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation~~ (~~Topic~~Stated 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), 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~~US 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 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.Dollars)

~~In August 2018, the FASB Accounting Standards Board issued ASU No~~2. ~~2018-13,~~Summary ~~“Fair~~of ~~Value~~principal ~~Measurement~~accounting ~~(Topic~~policies ~~820): Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement”~~ (~~“ASU 2018-13”~~continued). ASU 2018-13 modifies the disclosure requirements on fair value measurements. ASU 2018-13 is effective for public entities for fiscal years beginning after December 15, 2019, with early adoption permitted for any removed or modified disclosures. The removed and modified disclosures 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.

~~Aside~~Long-term from the above, the Company does not believe other recently issued but not yet effective accounting statements, would have a material effect on the Company’s financial position or on the results of operations.investment

3Investments comprise marketable securities which are classified as available-for-sale securities and are carried at fair value with unrealized gains and losses, net of taxes, reported as a separate component of shareholders’ deficit. ~~Business~~The ~~acquisition~~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 income, net of taxes in the unaudited consolidated statement of operations.

OnComprehensive ~~October~~income ~~1, 2017, the Company entered into the Transfer Agreement with the Shareholder, the sole shareholder of Qingdao Quanyao, a company organized under the laws of the PRC.~~(loss)

~~Pursuant~~The toCompany ~~the~~has ~~Transfer~~adopted ~~Agreement, Pure~~FASB ~~Heart,~~Accounting ~~through~~Standard ~~Rebel~~Codification ~~Shanghai~~Topic ~~agreed~~220 to(“ASC ~~acquire~~220”) ~~the~~“Comprehensive ~~Equity~~income”, ~~Stake~~which ofestablishes ~~Qingdao~~standards for ~~Quanyao~~reporting ~~from~~and the ~~Shareholder~~presentation ~~with~~of ~~the~~comprehensive ~~Purchase~~income ~~Price valued~~(loss), atits ~~approximately~~components ~~$7,000,000~~and ~~consisting~~accumulated ofbalances. Accumulated other comprehensive income represents the ~~following:~~unrealized fair value (iloss) ~~the~~gain ~~Forgiven~~on ~~Debts~~long-term investment and ~~(ii)~~the accumulated balance of foreign currency translation adjustments of the ~~Shares~~Company.

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

Concentrations and risks

12 - Foreign currency risk

~~The~~A ~~goodwill~~majority of ~~$6,719,542~~the ~~arising from~~Company’s ~~the~~expense ~~acquisition~~transactions ~~consists~~are ~~largely~~denominated ofin ~~synergies~~RMB and ~~economies~~a significant portion of ~~scale~~the ~~expected~~Company ~~from~~and ~~combining~~its ~~the~~subsidiaries’ ~~operations~~assets ofand ~~Qingdao~~liabilities are ~~Quanyao~~denominated in RMB. ~~None~~ ofRMB is not freely convertible into foreign currencies. In the ~~goodwill~~PRC, ~~recognized~~certain isforeign ~~expected~~exchange transactions are required by law to be ~~deductible~~transacted ~~for~~only ~~income~~by ~~tax~~authorized ~~purpose~~financial institutions at exchange rates set by the People’s Bank of China (“PBOC”). Remittances in currencies other than RMB by the Company in China must be processed through the PBOC or other China foreign exchange regulatory bodies which require certain supporting documentation in order to affect the remittance.

~~There~~Our functional currency is nothe RMB ~~revenue~~and Singapore dollars in subsidiaries in China and ~~earnings~~Singapore, ofrespectively, ~~Qingdao~~and our financial statements are presented in U.S. ~~Quanyao~~dollars. ~~since~~The Singapore dollars depreciated slightly by 0.3% in the ~~acquisition~~three ~~date~~months ended March 31, ~~which~~2019. ~~would~~It beis ~~included~~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 ~~condensed~~future. The ~~consolidated~~change ~~statements~~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. ~~and~~Currently, ~~comprehensive~~our assets, liabilities, revenues ~~income~~and ~~(loss)~~costs are denominated in RMB.

4To the extent that the Company needs to convert U.S. ~~Property~~dollars into RMB for capital expenditures and ~~equipment~~working capital and other business purposes, appreciation of RMB against U.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.

~~Property and equipment are comprised of:~~10

	As of
	September 30, 2018			December 31, 2017
	(Unaudited)			(Audited)
Equipment	$	120,004		$	103,126
Less: accumulated depreciation		(89,244	)		(71,657	)
Total property and equipment, net	$	30,760		$	31,469

REBEL GROUP, INC.

~~The~~NOTES ~~depreciation~~TO ~~expenses~~UNAUDITED ~~for~~CONDENSED ~~the nine~~CONSOLIDATED ~~months~~FINANCIAL ~~ended September 30, 2018 and 2017 were $19,718 and $13,671, respectively. The depreciation expenses for the three months ended September 30, 2018 and 2017 were $6,850 and $4,921, respectively.~~STATEMENTS

5.(Stated ~~Intangible~~in ~~assets~~US Dollars)

~~Intangible~~2. ~~assets~~Summary ~~are~~of ~~comprised~~principal ~~of:~~accounting policies (continued)

	As of
	September 30, 2018			December 31, 2017
	(Unaudited)			(Audited)
Trademark	$	16,607		$	16,974
Other intangible assets		131,051			133,945
		147,658			150,919
Less: accumulated amortization		(60,993	)		(52,294	)
Total intangible assets, net	$	86,665		$	98,625

Statement of Cash Flows

NoCash ~~significant~~flows ~~residual~~from ~~value~~the isCompany’s operations ~~estimated~~are ~~for~~formulated ~~these~~based ~~intangible~~upon ~~assets. Amortization expense for~~ the ~~nine months~~local ~~ended~~currencies. ~~September~~As 30a result, ~~2018~~amounts ~~and~~related ~~2017,~~to ~~totaled~~assets ~~$10,026~~ and ~~$9,911,~~liabilities ~~respectively.~~reported ~~Amortization~~on ~~expense for~~ the ~~three months ended~~ ~~September~~statements ~~30,~~of ~~2018~~cash ~~and~~flows ~~2017,~~will ~~totaled~~not ~~$3,176~~necessarily ~~and~~agree ~~$4,990,~~with ~~respectively.~~changes ~~The~~in ~~following table represents~~ the ~~total~~corresponding ~~estimated~~balances ~~amortization of~~on ~~intangible assets for~~ the ~~five~~balance ~~succeeding years:~~sheets.

	Estimated Amortization Expense
Twelve months ending September 30,
2019	$	14,766
2020		14,766
2021		14,766
2022		14,766
2023		13,579
2024 and thereafter		14,022
	$	86,665

Risks and Uncertainties

13 The significant operations of the Company are 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, this may not be indicative of future results.

6.Recently ~~Goodwill~~Issued Accounting Guidance

The ~~changes~~Company indoes ~~the~~not ~~carrying~~believe any ~~amount~~recently ofissued ~~goodwill~~but not yet effective accounting statements, would have a material effect on the Company’s financial ~~were~~position asor ~~follows:~~on the results of operations.

	As of
	September 30, 2018			December 31, 2017
	(Unaudited)			(Audited)
Balance at the beginning of the period	$	6,719,542		$	-
Goodwill arising from acquisition of Qingdao Quanyao (Note 3)		-			6,719,542
Foreign currency translation adjustment		(209,600	)		-
Balance at the end of the period	$	6,509,942		$	6,719,542

Trade and other receivables

~~The Company performed its goodwill impairment~~Trade ~~reviews as of September 30, 2018~~ and ~~December~~other 31receivables, ~~2017~~net ~~and~~consisted ~~determined there was no impairment as~~ of ~~September~~the ~~30, 2018 and December 31, 2017.~~following:

7. Long-term investment

	As of
	March 31, 2019			December 31, 2018
	(Unaudited)
Trade and other receivables	$	373,202		$	307,166
Less: allowance for doubtful debts		(281,198	)		(271,464	)
Trade and other receivables, net	$	92,004		$	35,702

~~The~~Movement ~~Company~~of ~~holds~~allowance ~~7,782,000~~for ~~shares in Moxian,~~doubtful ~~Inc.~~accounts ~~(“MOXC”),~~was aas ~~company listed on the NASDAQ capital.~~follows:

	As of
	September 30, 2018			December 31, 2017
	March 31, 2019			December 31, 2018
	(Unaudited)			~~(Audited)~~
Cost	$	7,782,000		$	7,782,000
Balance at beginning	$	271,464		$	-
Fair value adjustment		(4,591,380	)		7,198,350
Provision for doubtful accounts		2,963			282,356
Total long term investment	$	3,190,620		$	14,980,350
Exchange rate effect		6,771			(10,892	)
Balance at end	$	281,198		$	271,464

~~As of September 30, 2018 and December 31, 2017, the fair value of MOXC was $0.82 and $3.85, respectively. For the nine months ended September 30, 2018 and 2017, the fair loss of $~~11,789,730 and $1,945,500 were recognized respectively. And for the three months ended September 30, 2018 and 2017, the fair loss of $4,431,849 and $1,984,410 were recognized, respectively. The Company has no intention to sell the investment in the near future.

8.REBEL ~~Term~~GROUP, ~~loans~~INC.

	As of
	September 30, 2018		December 31, 2017
	(Unaudited)		(Audited)
Repayable within one year	$	701,662	$	495,391
	$	701,662	$	495,391

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

14 (Stated in US Dollars)

~~The interest expense for the nine months ended September 30, 2018 and 2017 were $79,511 and $18,947, respectively~~4. ~~The~~Property ~~interest expense for the three months ended September 30, 2018~~ and ~~2017 were $46,582 and $10,202, respectively.~~equipment

OnProperty ~~March 15, 2017, the Company, the Chairman of the Board of Directors,~~ and ~~one~~equipment ~~unrelated~~are ~~third-party individual entered into an agreement to document the loan of Singapore~~comprised ~~Dollars (“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.~~:

On March 24, 2017, the Company, the Chairman of 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.

	As of
	March 31, 2019			December 31, 2018
	(Unaudited)
Equipment	$	135,774		$	135,010
Less: accumulated depreciation		(115,487	)		(111,164	)
Total property and equipment, net	$	20,287		$	23,846

AsDepreciation ofexpense ~~September~~for ~~30, 2018,~~ the three ~~term~~months ~~loans from~~ended ~~the~~March ~~two~~31, ~~unrelated~~2019 ~~third-party~~and ~~individuals~~2018 were ~~overdue.~~$4,001 ~~Subsequent~~and ~~to the first extension of the term loans from the two individuals to August 2018~~$5,982, ~~the Company is currently negotiating with the third-party individuals to further extend the maturity date~~respectively.

~~On May~~ 5, 2017, 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 $300,000 that the independent director advanced to the Company on May 5, 2017, and was repayable on May 4, 2018 (“Maturity Date”), with an interest of 10% per annum. ~~The~~Intangible independent director shall have the option to extend the term of the loan from the Maturity Date to May 4, 2019 (“Extended Maturity Date”). The independent director 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 May 4, 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 term loan was extended to May 2019.assets

OnIntangible ~~April~~assets 25, 2018, the Company, the Chairman of the Board of Directors and the Company’s CEO and two financial institutions entered into agreements to advance to the Company two short term loans of S$360,000 ($271,368) and S$100,000 ($75,380) respectively. The two short term loans of S$360,000 and S$100,000 are ~~guaranteed by two directors of the Company and bear an effective interest rate of 1.25% and 4% per month, respectively,~~comprised ~~with 12 equal monthly repayment terms.~~of:

9. Stockholders’ equity

	As of
	March 31, 2019			December 31, 2018
	(Unaudited)
Trademark	$	16,615		$	16,663
Other intangible assets		131,116			131,487
	$	147,731		$	148,150
Less: accumulated amortization		(75,288	)		(64,483	)
Total intangible assets, net	$	72,443		$	83,667

~~During~~No ~~the~~significant ~~nine~~residual ~~months ended September~~value ~~30,~~is ~~2018,~~estimated ~~the Company issued 2,622,609 shares of common stock to 27 individuals~~ for ~~net~~these ~~cash~~intangible ~~consideration of $2,609,331~~assets. ~~The~~Amortization ~~Company issued~~expense ~~1,433,460 shares of common stock with total value of $1,130,448 to two placement agents, pursuant to a Consultancy Mandate Agreement entered on August 18, 2017, in connection with fund raising~~ for the ~~Company~~three ~~(the~~months ~~“Consultancy~~ended ~~Agreement”). The~~March ~~Company issued 20~~31,~~400~~ ~~shares~~2019 ofand ~~common~~2018, ~~stock~~totaled ~~with total value of~~ $1611,~~320 to one agent pursuant to a Service Agreement entered~~072 onand ~~January 14~~$3, ~~2018~~394, ~~for consultancy services provided to the Company (the “Service Agreement”)~~respectively. The ~~Company~~following ~~issued 1,000,333~~table ~~shares~~represents ofthe ~~common stock with~~ total ~~value~~estimated ofamortization ~~$870,333 to seven individuals as payments for professional services related to public relations and marketing, director fees, and employment benefits. The value~~ of ~~shares~~intangible ofassets ~~common stock issued~~ for ~~consideration other than cash was determined by referring to~~ the ~~fair~~five ~~value of common stock issued in connection with prior cash consideration.~~succeeding years:

	Estimated Amortization Expense
Twelve months ending March 31,
2020	$	14,885
2021		14,885
2022		14,885
2023		14,586
2024 and thereafter		13,202
	$	72,443

~~10. Taxation~~12

~~The~~REBEL ~~Company~~GROUP, ~~and its subsidiaries file separate income tax returns~~INC.

~~The~~NOTES ~~United~~TO ~~States~~UNAUDITED ofCONDENSED ~~America~~CONSOLIDATED FINANCIAL STATEMENTS

~~The~~(Stated ~~Company is incorporated under the laws of the State of Florida~~ in ~~the~~US U.S. and 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, 2017, future net operating losses of approximately $2.8 million are available to offset future taxable income through 2036.Dollars)

~~On December 22, 2017, the 2017 Tax Act was enacted into law~~6. ~~Beginning January 1, 2018, the 2017 Tax Act reduces the U.S. federal corporate tax rate from 35% to 21%, requires companies to pay a one~~Long-~~time~~term transition tax on earnings of certain foreign subsidiaries that were previously tax deferred, creates new taxes on certain foreign sourced earnings, repeals the Alternative Minimum Tax (“AMT”), and expands the number of individuals whose compensation is subject to a $1.0 million cap on deductibility, amongst other changes. In certain cases, as described below, we have made a reasonable estimate of the effects on our existing deferred tax balances and refundable AMT credit. In other cases, we have not been able to make a reasonable estimate and continue to account for those items based on our existing accounting and the provisions of the tax laws that were in effect immediately prior to enactment. We will continue to refine our calculations as additional analysis is completed.investment

~~With~~On ~~respect~~January to30, ~~global~~2015, ~~intangible low-taxed~~Moxian, ~~income~~Inc. (“~~GILTI~~MOXC”) ~~provisions~~issued ofa convertible promissory note to the ~~2017~~Company ~~Tax~~for ~~Act~~$7,782,000 (the ~~Company~~“MOXC isNote”). ~~continuing~~The MOXC toNote ~~evaluate~~was ~~how~~due ~~the~~and ~~provisions~~payable ~~will~~on beOctober ~~accounted for~~30, 2015. ~~The~~Under ~~GILTI~~the ~~provisions~~MOXC ~~allow~~Note, ~~companies~~MOXC tohad ~~make~~the anoption ~~accounting~~to ~~policy~~convert ~~election~~any toand ~~either~~all ~~(i)~~amounts ~~account~~due under ~~for~~the ~~GILTI~~MOXC asNote ainto ~~component~~ shares of ~~tax~~common ~~expense~~stock inof MOXC (the ~~period~~“MOXC inCommon ~~which~~Stock”) at the ~~entity~~conversion isprice ~~subject~~of to$1.00 per share (“Conversion Price”), if the ~~rules~~volume orweighted average price (ii“VWAP”) ~~account~~of MOXC Common Stock for 30 ~~GILTI~~trading indays immediately prior to the ~~entity’s~~date ~~measurement~~ of ~~deferred~~conversion ~~taxes~~was higher than the Conversion Price. AsMOXC also had a right of ~~September~~first refusal ~~30,~~to ~~2018,~~purchase the ~~Company~~shares ~~has~~issuable ~~not~~upon ~~elected~~conversion aof ~~method~~the ~~due~~MOXC toNote ~~its~~at ~~continuing~~the ~~analysis~~price of 80% of the ~~GILTI~~VWAP ~~provisions.~~of MOXC Common Stock for ~~The~~30 ~~elected~~trading ~~method~~days ~~will~~immediately ~~depend,~~prior into ~~part,~~the ondate ~~analyzing~~of ~~global~~the ~~income~~proposed repurchase by MOXC.

~~British~~On ~~Virgin~~August ~~Islands~~14, 2015, due to the VWAP of the MOXC Common Stock for 30 trading day prior to August 14, 2015 being 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 (“August Conversion”). As a result of the August Conversion, the balance of the MOXC Note was $3,891,000.

~~Rebel~~On ~~Holdings~~September ~~Limited~~28, ~~(“Rebel~~2015, ~~FC”)~~MOXC ~~and~~notified ~~SCA~~the ~~Capital~~Company ~~Limited~~that it elected to convert the outstanding balance of the MOXC Note, $3,891,000, into 3,891,000 shares of the MOXC Common Stock (“~~SCA~~September ~~Capital~~Conversion”). ~~were~~After ~~incorporated~~the inAugust Conversion and the ~~British~~September ~~Virgin~~Conversion, ~~Islands~~the full amount of the MOXC Note was converted into an aggregate of 7,782,000 shares of the MOXC Common Stock, and ~~are~~as ~~not~~a ~~subject~~result tono ~~income~~amount ~~taxes~~ under the ~~current~~MOXC ~~laws~~Note ofwas ~~the~~outstanding ~~British~~as ~~Virgin~~of ~~Islands~~December 31, 2015.

~~Singapore~~On June 20, 2016, MOXC has approved a reverse stock split of the Company’s issued and outstanding shares of common stock at a ratio of 1-for-2 (the “Reverse Stock Split”). As a result, 3,891,000 shares of the MOXC Common Stock are outstanding as of March 31, 2019 and December 31, 2018, respectively.

~~Pure~~On ~~Heart~~April ~~was~~22, ~~incorporated~~2019, inMOXC ~~Singapore~~approved ~~and~~a isreverse ~~subject~~stock tosplit ~~Singapore~~of ~~corporate~~the ~~income~~Company’s ~~tax~~issued and outstanding shares of common stock at ~~17%~~a ratio of 1-for-5 (the “Reverse Stock Split”). As a result, the 3,891,000 shares of MOXC Common Stock held by the Company were converted into 778,200 shares of the MOXC Common Stock as of April 22, 2019.

~~PRC~~On May 1, 2019, MOXC has requested 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 had been notified by Nasdaq that its bid price deficiency had been cured, and that MOXC was now in compliance with all applicable listing standards.

~~Rebel~~On ~~Shanghai~~June ~~and~~20, ~~Qingdao~~2019, ~~Quanyao~~the ~~were~~Board ~~incorporated~~of inDirectors of the ~~PRC~~Company ~~and~~approved ~~are~~a ~~subject~~distribution of 778,200 shares of MOXC’s common stock, $0.001 par value per share held by the Company. MOXC’s common stock will be distributed to ~~statutory~~the ~~Enterprise~~shareholders ~~Income~~of ~~Tax~~the ~~rate~~Company who were shareholders of the Company as of January 29, 2015. As a result, the ~~PRC~~Company atdid not hold any shares of the MOXC Common Stock since June 25%, 2019.

The Company has a number of open tax years which include the tax years ended December 31, 2014, 2015, 2016 and 2017 that have not been filed. While it is often difficult to predict the final outcome or the timing of uncertain tax position, the Company believes that the accruals for the income taxes reflect the most likely outcome for the unfiled tax years. The Company had approximately $40,000 and $nil of interest and penalties accrued at December 31, 2017 and 2016, respectively.

	As of
	March 31, 2019			December 31, 2018
	(Unaudited)
Cost	$	7,782,000		$	7,782,000
Fair value adjustment		(5,766,462	)		(6,455,169	)
Total long-term investment	$	2,015,538		$	1,326,831

~~Based~~As ~~upon~~of ~~management’s~~December ~~assessment~~31, 2018, the fair value of ~~all~~MOXC ~~available~~was ~~evidence,~~$0.341 per share. The subsequent disposition of the ~~Company~~investment ~~believes~~had ~~that~~a itmaterial isand ~~more-likely-than-not~~direct ~~that~~effect on the ~~deferred~~financial ~~tax~~statements ~~assets,~~therefore ~~primarily~~the ~~for~~investment ~~certain~~ as of March 31, 2019 should be presented at the ~~subsidiaries~~fair ~~NOL~~value ~~carry-forwards~~as ~~will~~of ~~not~~June be21, 2019, ~~realizable;~~the ~~and~~transaction ~~therefore~~date. On June 21, a2019, ~~full~~MOXC’s ~~valuation~~fair ~~allowance~~value iswas ~~established~~$2.59 ~~for~~per ~~NOL carry-forwards~~share. ~~The~~For ~~valuation~~the ~~allowance~~three ~~for~~months ~~deferred~~ended ~~tax~~March 31, ~~assets~~2019 ~~was~~and ~~approximately~~2018, the changes in fair value of $1(5,~~738~~766,~~000~~462) and $~~904~~(3,~~000~~112,800) aswas ofrecognized ~~September~~respectively. ~~30,~~For ~~2018~~the six months ~~and~~ended ~~December~~March 31, ~~2017~~2019, ~~respectively~~$5,766,462 of loss was recognized upon the disposal of MOXC’s shares.

16 13

~~11.~~REBEL ~~Related~~GROUP, ~~party transactions~~INC.

AsNOTES ofTO ~~September~~UNAUDITED ~~30,~~CONDENSED ~~2018, and December~~CONSOLIDATED ~~31,~~FINANCIAL ~~2017, amounts due to related parties were $2,422,504 and $1,178,675 respectively. The amounts are unsecured, interest free, due on demand and do not have a fixed repayment date.~~STATEMENTS

A(Stated ~~summary of changes~~ in ~~the~~US ~~amount due to directors and shareholders of the Company is as follows:~~Dollars)

	As of
	September 30, 2018		December 31, 2017
	(Unaudited)		(Audited)
At beginning of period	$	1,178,675	$	1,026,432
Advance from directors and shareholders of the Company		1,243,829		152,243
At end of period	$	2,422,504	$	1,178,675

Convertible and short-term loans

As of September 30, 2018 and December 31, 2017, trade and other receivables – related party was $258,341 and $271,142, respectively. The amounts are unsecured, interest free and do not have any fixed repayment terms.

	As of
	March 31, 2019		December 31, 2018
	(Unaudited)
Convertible loans-repayable within one year	$	448,329	$	449,600
Short-term loans-repayable within one year		247,332		296,576
Total	$	695,661	$	746,176

AThe ~~summary~~interest ofexpense ~~changes~~for inconvertible loans for the ~~amount~~three ~~due from~~months aended ~~related~~March ~~party~~31, is2019 asand ~~follows:~~2018 was $11,061and $10,488, respectively.

	As of
	September 30, 2018			December 31, 2017
	(Unaudited)			(Audited)
Beginning of period	$	271,142		$	-
Repayment (advances received) for the period		(12,801	)		271,142
End of period	$	258,341		$	271,142

The interest expense for short-term loans for the three months ended March 31, 2019 and 2018 was $24,235 and $nil, respectively.

12On March 24, 2017, the Company, the Chairman of 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 that was repayable on March 23, 2018 (“Maturity Date”), with an interest of 10% per annum. ~~Commitments~~The unrelated third-party individual had 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 had the option to convert all of the principal amount, into shares of the Company’s common stock (“Conversion Right”) at any time for the period commencing on March 24, 2017 and ~~contingencies~~ending on March 23, 2019 (“Conversion Period”). In the event that the Conversion Right were to be exercised within seven Business Days immediately following the Maturity Date, the conversion was to be based on the share price of $0.50. In the event that the Conversion Right were to be exercised after the Maturity Date but within seven Business Days immediately following the Extended Maturity Date, the conversion were to be based on the share price of $0.60. The Company repaid S$100,000 ($73,404) on August 23, 2018. As of March 31, 2019, the remaining outstanding principal balance of S$100,000 ($73,197) plus interests were past due.

~~Operating~~On ~~Lease~~May 5, 2017, 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 $300,000 that the independent director advanced to the Company on May 5, 2017, and that was repayable on May 4, 2018 (“Maturity Date”), with an interest of 10% per annum. The independent director shall have the option to extend the term of the loan from the Maturity Date to May 4, 2019 (“Extended Maturity Date”). The independent director had the option to convert all of the principal amount, into shares of Company’s common stock (“Conversion Right”) at any time for the period commencing on May 5, 2017 and ending on May 4, 2019 (“Conversion Period”). In the event that the Conversion Right were to be exercised within seven Business Days immediately following the Maturity Date, the conversion was to be based on the share price of $0.50. In the event that the Conversion Right were to be exercised after the Maturity Date but within seven Business Days immediately following the Extended Maturity Date, the conversion was to be based on the share price of $0.60. As of March 31, 2019, the full balance of the term loan was overdue.

~~The~~On ~~Company’s~~April ~~subsidiaries~~11, ~~lease~~2018, the Company, ~~administrative~~the ~~office~~Chairman ~~space~~of ~~under~~the ~~various~~Board ~~operating~~of ~~leases~~Directors, ~~whereby~~and one independent director of the ~~rent~~Company ~~expense~~entered ~~amounted~~into an agreement to document the loan of S$61100,~~347~~000 ~~and~~ ($~~nil~~73,404) ~~for~~that the ~~three months~~unrelated ~~ended~~third-party ~~September~~individual 30advanced to the Company on April 11, 2018, and ~~2017~~was repayable on April 18, ~~respectively~~2019 (“Repayment Date”), with an interest of 10% per annum. The unrelated third-party individual had the option to convert all of the principal amount into 75,750 shares of Company’s ~~subsidiaries~~common ~~lease~~stock ~~administrative~~after ~~office~~the ~~space~~Repayment ~~under~~Date. ~~various~~In ~~operating~~the ~~leases~~event ~~whereby~~that the ~~rent~~Conversion ~~expense~~Right ~~amounted~~were to ~~$191~~be exercised within seven Business Days immediately following the Maturity Date,~~156~~ the ~~and~~conversion ~~$nil~~was ~~for~~to be based on the ~~nine~~share ~~months~~price ~~ended~~of ~~September~~$1.00. ~~30,~~As ~~2018~~of ~~and 2017~~March 31, ~~respectively.~~2019, ~~The~~the ~~leases~~full ~~will~~balance ~~expire~~of inthe ~~November~~term ~~2020~~loan was overdue.

~~Further~~On ~~minimum~~April ~~lease~~25, ~~payment~~2018, ~~under~~the ~~non-cancelable~~Company, ~~operating~~the ~~leases~~Chairman of the Board of Directors and the Company’s CEO and two financial institutions entered into agreements to advance to the Company two short term loans of S$360,000 ($271,368) and S$100,000 ($75,380) respectively. The two short term loans of S$360,000 and S$100,000 are asguaranteed ~~follows:~~by two directors of the Company and bear an effective interest rate of 1.25% and 4% per month, respectively, with 12 equal monthly repayment terms. As of September 30, 2019, S$180,165($130,270) and S$28,403($20,537) were past due respectively for the two short term loans.

	Minimum lease payments
Twelve months ending September 30,
2019	$	135,970
2020		137,676
2021		17,209
Total minimum lease payments	$	290,855

On October 24, 2018 and November 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 ($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 September 30, 2019, S$60,032($43,407) in aggregate was past due for the two short term loans.

~~Legal~~All ~~Proceeding~~the above convertible loans and short-term loans are non-collateral loans.

From time to time, 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.14

OnREBEL ~~November 5~~GROUP, ~~2018, the Company was served a summon for a complaint filed by Ofsink, LLC (“Ofsink”) on September 13, 2018, in the Supreme Court of the City of New York County of New York against the Company~~INC. By filing the complaint, Ofsink alleged, among other claims, that the Company failed to pay for its legal services rendered in the amounts set forth on uncontested invoices in the amount of $252,822, and that it sustained damages in the sum of $252,822 plus interest and attorney’s fees as a result of the non-payment of the invoices rendered. The complaint seek, among other relief, compensatory damages and plaintiff’s counsel’s fees. The Company intends to defend the lawsuit vigorously and has engaged counsel to attend to this matter. Litigation, however, is inherently unpredictable, and the ultimate outcome or effect of this lawsuit cannot be predicted with certainty. The Company accrued $252,822 of legal fees based on the available information and management's best estimates in the year ended December 31, 2017.

~~13.~~NOTES ~~Subsequent~~TO ~~events~~UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In(Stated ~~October~~in ~~2018,~~US the Company issued 136,131 shares of common stock with total value of $175,817 for professional services pursuant to service agreements entered with consultants. The value of shares of common stock issued for consideration other than cash was determined by referring to the value of common stocks issued for cash consideration.Dollars)

17 8. Due to shareholders

~~ITEM~~As 2.of ~~MANAGEMENT’S~~March ~~DISCUSSION~~31, ~~AND~~2019 ~~ANALYSIS~~and OFDecember 31, ~~FINANCIAL~~2018, ~~CONDITION~~the ~~AND~~amounts ~~RESULTS~~due OFto ~~OPERATIONS~~certain shareholders are $2,735,930 (unaudited) and $2,849,410 respectively and are unsecured, interest free.

~~SPECIAL~~9. ~~NOTE~~Stockholders’ ~~OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS~~deficit

~~CERTAIN~~For ~~STATEMENTS~~the INthree ~~THIS~~months ~~REPORT,~~ended ~~INCLUDING~~March ~~STATEMENTS IN THE FOLLOWING DISCUSSION~~31, ~~ARE WHAT ARE KNOWN AS “FORWARD-LOOKING STATEMENTS”~~2018, ~~WHICH~~the ~~ARE~~Company ~~BASICALLY~~issued ~~STATEMENTS ABOUT THE FUTURE. FOR THAT REASON~~753,000 ~~THESE~~shares ~~STATEMENTS~~of ~~INVOLVE~~common ~~RISK~~stock ~~AND~~for ~~UNCERTAINTY~~net ~~SINCE~~cash NOconsideration ~~ONE~~of ~~CAN ACCURATELY PREDICT THE FUTURE. WORDS SUCH AS “PLANS”~~$612,145 ~~“INTENDS”,~~and ~~“WILL”~~2, ~~“HOPES”~~103,860 ~~“SEEKS”,~~shares ~~“ANTICIPATES”, “EXPECTS~~of ~~“AND THE LIKE OFTEN IDENTIFY SUCH FORWARD-LOOKING STATEMENTS, BUT ARE NOT THE ONLY INDICATION THAT A STATEMENT~~common ISstock Afor ~~FORWARD-LOOKING~~services ~~STATEMENT.~~with ~~SUCH~~total ~~FORWARD-LOOKING~~value ~~STATEMENTS~~of ~~INCLUDE STATEMENTS CONCERNING OUR PLANS AND OBJECTIVES WITH RESPECT TO THE PRESENT AND FUTURE OPERATIONS OF THE COMPANY~~$520, ~~AND STATEMENTS WHICH EXPRESS OR IMPLY THAT SUCH PRESENT AND FUTURE OPERATIONS WILL OR MAY PRODUCE REVENUES~~000, ~~INCOME~~the ORconsideration ~~PROFITS.~~of ~~NUMEROUS~~which ~~FACTORS~~was ~~AND~~determined ~~FUTURE~~based ~~EVENTS~~on ~~COULD~~recent ~~CAUSE~~cash THE COMPANY TO CHANGE SUCH PLANS AND OBJECTIVES OR FAIL TO SUCCESSFULLY IMPLEMENT SUCH PLANS OR ACHIEVE SUCH OBJECTIVES, OR CAUSE SUCH PRESENT AND FUTURE OPERATIONS TO FAIL TO PRODUCE REVENUES, INCOME OR PROFITStransactions. THEREFORE, THE READER IS ADVISED THAT THE FOLLOWING DISCUSSION SHOULD BE CONSIDERED IN LIGHT OF THE DISCUSSION OF RISKS AND OTHER FACTORS CONTAINED IN THIS REPORT ON FORM 10-Q AND IN THE COMPANY’S OTHER FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. NO STATEMENTS CONTAINED IN THE FOLLOWING DISCUSSION SHOULD BE CONSTRUED AS A GUARANTEE OR ASSURANCE OF FUTURE PERFORMANCE OR FUTURE RESULTS.

~~The~~For “the three months ended March 31, 2019, the Company” issued 1,560,000 ~~“we~~shares of common stock for net cash consideration of $1,~~” “us~~462,”900. ~~and~~The ~~“our~~Company cancelled 100,”000 shares inof ~~this~~common ~~Management’s~~stock ~~Discussion~~on ~~and~~September ~~Analysis~~11, 2019. The Company also issued 340,000 shares of ~~Financial~~common ~~Condition~~stock ~~and~~with ~~Plan~~total value of $340,000 ~~Operation~~to ~~refer~~three individuals as payments for professional services related to ~~the~~public ~~combined~~relations ~~business~~and marketing, director fees, and employment benefits. The value of ~~(i)~~shares ~~Rebel~~of ~~FC;~~common ~~(ii)~~stock ~~Pure~~issued ~~Heart;~~for ~~(iii)~~consideration ~~SCA~~other ~~Capital;~~than ~~(iv)~~cash ~~Rebel~~was ~~Shanghai;~~determined ~~and~~by ~~(v)~~referring ~~Qingdao~~to the fair ~~Quanyao~~value of shares of common stock recently issued for cash consideration.

~~Overview~~10. Taxation

The Company, ~~through Rebel FC, organizes, promotes~~ and ~~hosts Mixed Martial Arts events featuring top-level athletic talents with assistance from contracted production crews. The Company also seeks to produce and distribute videos of~~ its ~~MMA events, through the internet, social media, and selling the~~subsidiaries ~~rights~~file toseparate ~~such~~income ~~videos~~tax ~~to distribute to television stations~~returns.

~~The~~ ~~Company~~United ~~seeks~~States to promote MMA in China through hosting top quality matches, live TV broadcast and inspiring reality series that attract 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, including, without~~ limitation, grappling, submission holds, kicking and striking. The styles of martial arts involved range from Brazilian Jiu-Jitsu, Judo, Karate, Boxing, Muay Thai, Wrestling, Jeet Kune Do, Taekwondo, Sanshou and various other forms of martial arts. Unlike boxing, where athletes can only strike with their fists and can only target above the belt, the fighters in MMA can use punches, kicks, elbows, knee strikes, takedowns and submissions to win a contest.America

~~The~~Rebel ~~Company~~Group, ~~successfully~~Inc. ~~held two~~is ~~events~~incorporated inunder ~~2017.~~the Onlaws ~~August~~of ~~12,~~the ~~2017,~~State anof ~~event titled Battle Royal: Quest for Glory was held at Kerry Hotel in Pudong~~Florida, ~~Shanghai together~~and ~~with~~is ~~Qingdao~~subject ~~Quanyao~~to U.S. Onfederal ~~September~~corporate 2,income ~~2017, the Company held another event titled China vs~~tax. The ~~World at Shenzhen~~ ~~Stadium~~State inof ~~Shenzhen~~Florida ~~together~~imposes ~~with~~corporate ~~Qingdao~~state ~~Quanyao.~~income ~~This~~tax ~~event~~at ~~was broadcast live on Qingdao TV and several major social media platforms~~5.5%. ~~For~~As ~~the~~of ~~two~~March ~~events~~31, ~~held in the year 2017~~2019, ~~Qingdao~~future ~~Quanyao~~net ~~paid~~operating ~~Pure~~losses ~~Heart~~of approximately ~~USD200,000~~$12.2 ~~per~~million ~~event~~are ~~for~~available ~~royalty~~to ~~and management~~offset ~~fee~~future inoperating ~~accordance~~income ~~with~~through ~~2017 Cooperation Agreement~~2037.

~~On June 21, 2017, Pure Heart formed Rebel Shanghai, which was incorporated in Shanghai China in order to acquire Qingdao Quanyao and to facilitate its business expansion in the PRC.~~15

OnREBEL ~~October 1~~GROUP, ~~2017, the Company entered into a Transfer Agreement with the sole shareholder of Qingdao Quanyao, a company organized under the laws of the PRC~~INC.

18 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the Transfer Agreement, Pure Heart, through Rebel Shanghai, agreed to acquire 100 % of the equity of Qingdao Quanyao from its sole Shareholder with the Purchase Price valued at approximately $7,000,000 consisting of the following: (i)Stated ~~the~~in ~~Forgiven~~US ~~Debts and (ii~~Dollars) ~~the Shares.~~

~~The Company held two events in 2018 with one in Shanghai and one in Guangzhou~~10. At ~~the~~Taxation ~~time of this report, the Company does not contemplate holding another event in 2018.~~(continued)

The ~~first~~2017 ~~event~~Tax inAct ~~2018~~also ~~was~~created a ~~held~~new onrequirement ~~April 29~~that, ~~2018~~for atthe ~~Kerry~~periods ~~Hotel~~beginning inafter ~~Shanghai.~~January ~~The~~1, ~~event~~2018, ~~was~~certain ~~broadcast~~income ~~live~~(referred byto ~~Guangdong~~as ~~Sports~~global ~~TV,~~intangible ~~other~~low ~~satellite~~taxed income TVor ~~stations~~“GILTI”) ~~and~~earned ~~major social~~by ~~media~~foreign ~~platforms.~~subsidiaries ~~The~~in ~~viewership~~excess ~~for~~of ~~the~~a ~~event~~deemed ~~from~~return ~~television~~on ~~and~~tangible ~~social~~assets ~~media,~~of ~~respectively,~~foreign ~~were~~corporations must ~~4.06~~be ~~million~~included ~~and~~in 8U.~~33 million~~S. taxable income.

The ~~second~~GILTI ~~event~~income inis ~~2018~~eligible for ~~took~~a ~~place~~deduction, atwhich ~~Guangzhou Tianhe~~lowers ~~Stadium~~the ineffective ~~Guangzhou~~tax onrate ~~May~~to ~~30,~~10.5% for calendar years 2018 through 2025 and 13.125% ~~The~~after ~~event~~2025. ~~was~~Under U.S. ~~broadcast~~GAAP, ~~live~~companies byare ~~Guangdong~~allowed ~~Sports~~to TVmake ~~and~~an ~~major~~accounting ~~satellite~~policy TVelection ~~stations such~~to either (i) account for GILTI as ~~Tianjin~~a ~~Sports~~component ~~and~~of ~~Qinghai~~tax ~~Satellite~~expense in ~~TV.~~the ~~The~~period ~~event~~in ~~was~~which ~~also~~a ~~broadcast~~company ~~live~~is bysubject ~~major~~to ~~digital~~the ~~streaming~~rules ~~platforms~~– ~~such~~the ~~as Youku~~period cost method, PPor ~~Sports~~(ii) ~~and~~account YYfor GILTI in a company’s measurement of deferred taxes – the deferred method.~~com.~~ The ~~viewership~~Company elected to account for GILTI in the ~~event~~period ~~from~~the ~~television~~tax ~~and~~is ~~social~~incurred. The ~~media,~~Company ~~respectively,~~did ~~were~~not ~~4.99~~generate ~~million~~any ~~and 8.15~~GILTI ~~million~~as of March 31, 2019.

~~Results~~British ofVirgin ~~Operations~~Islands

~~For~~Rebel ~~the~~FC and SCA Capital are ~~three~~incorporated ~~months~~in ~~ended~~the ~~September~~British ~~30,~~Virgin ~~2018~~Islands ~~compared~~and ~~with~~are not subject to income taxes under the ~~three~~current ~~months~~laws ~~ended~~of ~~September~~the ~~30,~~British ~~2017~~Virgin Islands.

~~Gross Revenues~~Singapore

~~The~~Pure ~~Company~~Heart ~~received~~was incorporated ~~revenues~~in ofSingapore ~~$nil~~ and ~~$399,683~~is insubject ~~the~~to ~~three~~Singapore ~~months~~corporate ~~ended~~income ~~September~~tax ~~30,~~at ~~2018 and three months ended September 30, 2017, respectively~~17%.

~~Operating~~People ~~Expenses~~of Republic China (“PRC”)

~~Operating~~Rebel ~~expenses for~~Shanghai ~~the three months ended September 30, 2018~~ and ~~three~~Qingdao ~~months~~Quanyao were ~~ended~~incorporated ~~September~~in ~~30,~~the ~~2017~~PRC ~~were $1,175,553~~ and ~~$509,559,~~are ~~respectively. The~~subject ~~expenses~~to ~~for~~statutory ~~each~~Enterprise ~~such~~Income ~~period~~Tax ~~consisted~~rate of ~~filing~~the ~~fees,~~PRC ~~professional~~at ~~fees, payroll and benefits, and other general expenses~~25%. ~~The increase in expenses was largely due to an increase in headcounts for operational expansion in China.~~

~~Net~~The ~~Loss~~Company has a number of open tax years which include the tax years ended December 31, 2014, 2015, 2016, 2017 and 2018 that have not been filed. While it is often difficult to predict the final outcome or the timing of uncertain tax position, the Company believes that the accruals for the income taxes reflect the most likely outcome for the unfiled tax years. The Company had approximately $80,000 and $60,000 of interest and penalties accrued at March 31, 2019 and December 31, 2018, respectively.

~~Net~~Based ~~loss~~upon ~~for the three~~management’s ~~months~~assessment ~~ended~~of ~~September~~all 30available evidence, ~~2018~~the ~~and~~Company ~~three~~believes ~~months~~that ~~ended~~it ~~September~~is ~~30,~~more-likely-than-not ~~2017~~that ~~were~~the ~~$1,294,684~~deferred ~~and~~tax ~~$126~~assets,~~040,~~ ~~respectively.~~primarily for ~~Basic~~certain ~~and diluted~~of the subsidiaries net operating loss ~~per~~carry-forwards ~~share~~will ~~amounted~~not tobe ~~$0.027~~realizable; and ~~$0.004~~therefore, ~~for~~a ~~the~~full ~~three~~valuation ~~months~~allowance is ~~ended~~established ~~September~~for ~~30,~~net ~~2018~~operating ~~and~~loss ~~three~~carry-forwards. ~~months~~The ~~ended~~valuation ~~September 30,~~allowance ~~2017,~~for ~~respectively.~~deferred ~~The~~tax ~~increase~~assets inwas ~~net~~$5,302,343 ~~loss~~and ~~was~~$3,867,226 as of ~~due~~March to31, ~~operational~~2019 ~~expansion~~and inDecember ~~China~~31, 2018, respectively.

~~For the nine months ended September 30, 2018 compared with the nine months ended September 30, 2017~~16

~~Gross~~REBEL ~~Revenues~~GROUP, INC.

~~The~~NOTES ~~Company~~TO ~~received revenues~~UNAUDITED ofCONDENSED ~~$223,783~~CONSOLIDATED FINANCIAL ~~in the nine months ended September 30, 2018 and $399,683 in the nine months ended September 30, 2017.~~STATEMENTS

~~Operating~~(Stated ~~Expenses~~in US Dollars)

~~Operating expenses for the nine months ended September 30, 2018 and nine months ended September 30, 2017 were $3,591,624 and $1,241,881, respectively~~10. ~~The~~ ~~expenses~~Taxation for each such period consisted of filing fees, professional fees, payroll and benefits, and other general expenses. For the nine months ended September 30, 2018, the operating expenses mainly consisted of payroll expenses amounted to $1,103,019, rental expenses amounted to $191,156 and agents and professional fees amounted to $1,478,933 related to share issued. The increase in expenses was due to operational expansion in China.(continued)

19 The Company does not anticipate any significant increase to its liability for unrecognized tax benefit within the next 12 months. The Company will classify interest and penalties related to income tax matters, if any, in income tax expense.

Net Loss

	For the three months ended
	March 31, 2019		March 31, 2018
Income tax expense is comprised of:	(Unaudited)
Current income tax	$	20,000	$	-
Deferred income tax expense (benefit)		-		-
Total income taxes expense	$	20,000	$	-

~~Net~~The ~~loss~~Company’s ~~for the nine~~effective ~~months~~income ~~ended~~tax ~~September~~rates ~~30,~~were ~~2018~~0% ~~and~~for ~~nine~~the ~~months~~three month ended ~~September~~March 3031, ~~2017~~2019 ~~were $5,395,817~~ and ~~$884~~2018,~~937,~~ respectively. ~~Basic~~Income ~~and diluted~~tax ~~net~~mainly ~~loss~~consists ~~per~~of ~~share~~foreign income ~~were~~tax ~~$0.116~~at ~~and~~statutory ~~$0.03~~rates ~~for~~and the ~~nine~~effects ~~months~~of ~~ended~~permanent ~~September 30, 2018~~ and ~~nine~~temporary ~~months ended September 30, 2017, respectively~~differences. ~~The increase in net loss was due to operational expansion in China.~~

~~Liquidity~~The following table reconciles the U.S. statutory rates to the Company’s effective tax rate as of March 31, 2019 and ~~Capital~~December ~~Resources~~31, 2018.

On September 30, 2018, we had a working capital deficit of $3,514,745 and cash on hand of $35,342 as compared to working capital deficit of $1,739,033 and cash on hand of $40,372 as of December 31, 2017.

	As of
	March 31, 2019			December 31, 2018
	(Unaudited)
U.S. statutory rates		21	%		21	%
Foreign income not recognized in the U.S.		(21	)%		(21	)%
Effective income tax rates		0	%		0	%

~~Net~~Deferred ~~cash~~income ~~used~~taxes are recognized for tax consequences in ~~operating~~future ~~activities~~years ~~for~~of differences between the tax bases of assets and liabilities and their reported amounts in the ~~nine~~financial ~~months~~statements ~~ended~~at ~~September~~each ~~30,~~year-end ~~2018~~and ~~was~~tax ~~$4,114,646~~loss ascarry ~~compared~~forwards. toDeferred ~~net~~income ~~cash~~tax ~~used~~was inmeasured ~~operating~~using ~~activities~~the ofenacted ~~$2,745,246~~income tax rates for the ~~nine~~periods ~~months~~in ~~ended~~which ~~September~~they ~~30,~~are ~~2017~~expected to be reversed. The ~~increase~~tax ineffects ~~net~~of ~~cash~~temporary ~~used~~differences that ingive ~~operating~~rise to ~~activities~~the ~~was~~following ~~primarily~~approximate ~~due~~deferred totax anliabilities ~~increased net~~as ~~loss.~~of March 31, 2019, and December 31, 2018 are presented below:

Net cash provided by financing activities for the nine months ended September 30, 2018 was $3,958,181 as compared to $2,934,220 for the nine months ended September 30, 2017. The increase in net cash provided by financing activities was primarily due to increased advances from related parties.

	As of
	March 31, 2019		December 31, 2018
	(Unaudited)
Unrealized fair value gains on long-term investment	$	-	$	278,634

~~On March 16, 2018, the Company entered into a Subscription Agreement with a third-party investor.~~ The ~~Investor~~tax iseffects ~~expected~~of ~~to remit three equal installments~~temporary ofdifferences $1from ~~million~~continuing ~~each,~~operations ~~totaling~~that $3give ~~million,~~rise into ~~exchange for such numbers of~~ the Company’s ~~common~~deferred ~~stock~~tax asassets ~~determined~~are ~~pursuant to~~as 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.follows:

On August 16, 2018, the Company entered into a subscription agreement with another third-party investor. The investor is expected to remit two equal installments of $1 million each, totaling $2 million, in exchange for such numbers of the Company’s common stock as determined pursuant to the terms and conditions of the subscription agreement. On August 17, 2018, the Company received a first installment of $1 million. The Company expects to receive a second installment in December 2018 or January 2019.

	As of
	March 31, 2019			December 31, 2018
	(Unaudited)
Net operating loss carryforwards in the PRC	$	1,719,139		$	1,663,913
Net operating loss carryforwards in Singapore		310,735			210,046
Net operating loss carryforwards in the US		3,272,469			1,993,267
Less: valuation allowance		(5,302,343	)		(3,867,226	)
End of period	$	-		$	-

~~The Company also received financial support commitments from the Company’s related parties.~~17

WeREBEL ~~believe that available cash and cash equivalents~~GROUP, ~~together~~ with loans from related parties and 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 issuedINC. However, if we are unable to obtain the necessary additional capital on a timely basis and on acceptable terms, we will be unable to implement our current plans for expansion, meet our debt repayment obligations or respond to market competitions. Any of these factors would have a material adverse effect on our business, prospects, financial condition and results of operations and may raise substantial doubts about our ability to continue as a going concern.

~~Critical~~NOTES ~~Accounting~~TO ~~Policies~~UNAUDITED ~~and~~CONDENSED ~~Estimates~~CONSOLIDATED FINANCIAL STATEMENTS

~~Use~~(Stated ofin ~~Estimates~~US Dollars)

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 periods11. ~~Actual~~Related ~~results~~party ~~could differ from these estimates. Our significant estimates and assumptions include depreciation, stock-based compensation and the valuation allowance relating to the Company’s deferred tax assets.~~transactions

20 As at March 31, 2019 and December 31, 2018, amounts due to shareholders were $2,735,930 and $2,849,410 respectively which are unsecured, interest free due on demand and do not have a fixed repayment date.

~~Recently~~A ~~Issued~~summary ~~Accounting~~of ~~Pronouncements~~changes in the amount due to the Chairman of the Company is as follows:

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.

	As of
	March 31, 2019			December 31, 2018
	(Unaudited)
Beginning of period	$	1,956,390		$	1,028,719
(Repayment) Advances for the period, net		(65,764	)		927,671
End of period	$	1,890,626		$	1,956,390

~~Off-Balance~~A ~~Sheet~~summary ~~Arrangements~~of changes in the amount due to the CEO of the Company is as follows:

As of September 30, 2018, we do not have any off-balance sheet arrangements.

	As of
	March 31, 2019		December 31, 2018
	(Unaudited)
Beginning of period	$	702,170	$	149,956
Advances for the period, net		47,979		552,214
End of period	$	750,149	$	702,170

~~ITEM~~A 3.summary ~~QUANTITATIVE~~of ~~AND~~changes ~~QUALITATIVE~~in ~~DISCLOSURES~~the amount ~~ABOUT~~due ~~MARKET~~to ~~RISK~~a director of the Company is as follows:

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

	As of
	March 31, 2019			December 31, 2018
	(Unaudited)
Beginning of period	$	190,850		$	-
(Repayment) Advances for the period, net		(95,695	)		190,850
End of period	$	95,155		$	190,850

12.

Commitments and contingencies

Operating Lease

The Company’s subsidiaries lease administrative office space under various operating leases. Rent expense amounted to $29,568 and $26,074 for the three months ended March 31, 2019 and 2018, respectively.

Further minimum lease payment under non-cancelable operating leases are as follows:

Twelve months ending March 31,
2020		$	22,127

Legal Proceeding

REBEL GROUP, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

12.

Commitments and contingencies (continued)

On November 5, 2018, the Company was served a summon for a complaint filed by Ofsink, LLC (“Ofsink”). In its complaint against the Company filed on September 13, 2018, in the Supreme Court of the City of New York County of New York, Ofsink alleged, among other claims, that the Company failed to pay for legal services provided by Ofsink in the amounts set forth on uncontested invoices for $252,822, and that it sustained damages in the sum of $252,822 plus interest and attorney’s fees as a result of the non-payment of such invoices. The complaint seeks, among other relief, compensatory damages and plaintiff’s counsel’s fees. On December 18, 2018, Ofsink voluntarily dismissed its lawsuit against the Company without prejudice. Ofsink informed the Company that it had planned to sell its debt to a third party. The third party to whom such debt was assigned may try to seek payment from the Company. As of the date of this Report, the Company is not aware of any such request for payment.

On November 12, 2017, Rebel signed a lease agreement with Shanghai Konghui Property Development Co., Ltd. (“Konghui”) for an office space at Room No.1, Grand Gateway Tower, 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, Konghui brought a lawsuit against Rebel in the Shanghai Xuhui District People’s Court (the “Court”). On April 24, 2019, the Court ordered Rebel to pay a net amount of RMB 164,865.86, which included 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.

On October 12, 2019, a legal search for outstanding litigation matters in the PRC indicated that a claim has been filed in a Shanghai court for a sum of RMB159,155. The Company is presently trying to establish the details of the alleged claim and as of the date of this Report has not received any summons or other documents in relation to such claim. The Company intends to thoroughly review those allegations and vigorously defend such claim.

13.

Subsequent events

On April 1 2019, the Company entered into a Subscription Agreement (the “Subscription Agreement”) with one individual third party investor (the “Investor”) for the sale of 50,000 shares of the Company’s common stock in consideration of the sum of $50,0000. As of April 4, 2019, the Company received $50,000 from this investor in full payment.

Effective May 7, 2019, the Board of Directors of the Company appointed Mr. Benjamin Cher as a member of the Board of Directors. The Company and Mr. Cher entered into a Board of Directors Services Agreement on May 7, 2019 (the “Services Agreement”) in connection with his appointment as a member of the Board of Directors of the Company. Pursuant to the Services Agreement, Mr. Cher will be entitled to monthly fees of SGD $6,000 and 480,000 shares of common stock the Company to be issued in two installments. Mr. Cher may be eligible for an additional 720,000 shares of common stock the Company based upon certain conditions. On July 23, 2019, the first installment of 240,000 shares of common stock was issued to Mr. Cher.

REBEL GROUP, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

13.

Subsequent events (continued)

On May 30, July 12, July 23 and August 9, 2019, the Company entered into several Subscription Agreements (the “2019 Subscription Agreements”) with five third party investors (the “2019 Investors”). The 2019 Investors are expected to remit $1,287,000 in exchange for 858,001 shares of the Company’s common stock as determined pursuant to the terms and conditions of the Subscription Agreements. As of August 30, 2019, the Company received $1,287,000 from those five investors in full payment.

On July 23, July 25, August 9 and September 18, 2019, the Company issued 1,209,284 shares of common stock with a total value of $1,209,284 for employment benefit and professional services pursuant to Service Agreements entered with consultants. The value of the shares of common stock issued for consideration other than cash was determined by referring to the fair value of common stocks issued for cash consideration.

On September 11, 2019, the Company cancelled 100,000 shares of common stock.

On September 13, 2019, the CEO of the Company and one third-party investor (“the Investor”) entered into an investment agreement to extend $3 million to the Company for hosting Rebel 10 event (“Rebel 10 event”) in December 2019. Based on the agreement, the funding is comprised of a $1.5 million 1-year convertible loan with interest of 8% per annum. The Investor may convert all of the principal amount of the loan into 1,500,000 shares of the Company’s common stock at any time through September 12, 2020. Pursuant to the terms of the Investment Agreement, the Investor paid the Company $1,000,000 on September 23, 2019 and $500,000 on October 19, 2019.

On September 5, 2019, the Chairman of the Company, the CEO of the Company, and the Company entered into an agreement to advance S$70,000 to the Company as a loan, with such amount repayable on October 4, 2019 and bearing no interest rate. On October 5, 2019, the Company repaid the full amount of the loan.

On September 6, 2019, the Company and one third-party individual entered into an agreement to advance S$50,000 to the Company as a loan, with such amount repayable on September 17, 2019 (the “Maturity Date”) with an interest of 12%. On September 23, 2019, the Company repaid the principal and interest in total of S$56,000 as satisfaction for the full amount of the loan.

On September 6, 2019, the Company and another third-party individual entered into an agreement to advance S$60,000 to the Company as a loan, with such amount repayable on October 6, 2019, with an interest of 5% per month. On October 4, 2019, the Company repaid the principal and interest in total of S$63,000 as satisfaction for the full amount of the loan.

On September 7, 2019, the Company and one third-party individual entered into an agreement to advance S$30,000 to the Company as a loan, with such amount repayable on October 7, 2019 with an interest of 5% per month. On September 23, 2019, the Company repaid the principal and interest of S$30,125 as satisfaction for the full amount of the loan.

ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

This discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause actual results to differ materially from management’s expectations. Factors that could cause such differences are discussed in “Special Note Regarding Forward-Looking Statements” and “Risk Factors.” We assume no obligation to update any of these forward-looking statements.

The “Company”, “we,” “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) Qingdao Quanyao.

Business Overview

The Company, through Rebel FC, organizes, promotes and hosts Mixed Martial Arts (“MMA”) events featuring athletic talent with assistance from contracted production crews. The Company also seeks to produce and distribute videos of its MMA events, through the internet, social media, and selling the rights to such videos to distribute to television stations.

The Company seeks to promote MMA in China through hosting quality matches, live TV broadcast and inspiring reality series that attract talented fighters from all over the world. MMA is unarmed combat involving combinations of techniques from different disciplines of martial arts, including, without limitation, grappling, submission holds, kicking and boxing. The styles of martial arts range from Brazilian Jiu-Jitsu, Judo, Karate, Boxing, Muay Thai, Wrestling, Jeet Kune Do, Taekwondo, Sanshou and various other forms of martial arts. While boxers can strike only with their fists and target only above the belt, MMA fighters can use punches, kicks, elbows, knee strikes, takedowns and submissions to win a contest.

The Company held two events in 2018 with one in Shanghai and one in Guangzhou.

The first event in 2018 was held on April 29, 2018 at Kerry Hotel in Shanghai. The event was broadcast live by Guangdong Sports TV, other satellite TV stations and major social media platforms. The viewership for the event from television and social media, respectively, were 4.06 million and 8.33 million.

The second event in 2018 took place in at Guangzhou Tianhe Stadium in Guangzhou on May 30, 2018. The event was broadcast live by Guangdong Sports TV, major satellite TV stations such as Tianjin Sports and Qinghai Satellite TV as well as major digital streaming platforms such as Youku, PP Sports and YY.com. The viewership for the event from television and social media, respectively, was 4.99 million and 8.15 million.

The Company has not held any MMA event during the period covered by this quarterly report on Form 10-Q.

Results of Operations

For the three months ended March 31, 2019 and March 31, 2018

Gross Revenues

The Company received revenues of $nil (unaudited) during the three months ended March 31, 2019 and March 31, 2018.

The Company’s cost of revenue was $799 (unaudited) for the three months ended March 31, 2019, compared to $nil (unaudited) for the three months ended March 31, 2018.

Operating Expenses

Operating expenses for the three months ended March 31, 2019 and 2018 were $1,017,712 (unaudited) and $1,492,191 (unaudited), respectively. The operating expense include filing fees, professional fees, payroll and benefits, and other general expenses. The decrease in operating expenses was due to there was no event held in the three months ended March 31, 2019.

Net Loss

Net loss for the three months ended March 31, 2019 and 2018 were $6,783,673 (unaudited) and $1,497,395 (unaudited), respectively. Basic and diluted net loss per share for the three months ended March 31, 2019 and 2018 were $0.14 (unaudited) and $0.03 (unaudited), respectively.

Liquidity and Capital Resources

On March 31, 2019, we had a working capital deficit of $4,172,957 (unaudited) and cash and cash equivalents of $184,358 (unaudited) as compared to our working capital deficit of $4,856,536 and cash and cash equivalents of $41,321 as of December 31, 2018.

Net cash used in operating activities for the three months ended March 31, 2019 was $1,062,100 (unaudited) as compared to net cash used in operating activities of $954,511(unaudited) for the three months ended March 31, 2018. The increase in net cash used in operating activities was primarily due to increases in trade and other payables.

Net cash provided by financing activities for the three months ended March 31, 2019 was $1,193,076 (unaudited) as compared to that of $1,039,224 (unaudited) for the three months ended March 31, 2018. The increase in net cash provided by financing activities was primarily due to common share issuances.

On April 1 2019, the Company entered into a Subscription Agreement (the “Subscription Agreement”) with one individual third party investor (the “Investor”). The Investor is expected to remit $50,000 in exchange for 50,000 shares of the Company’s common stock as determined pursuant to the terms and conditions of the Subscription Agreement. As of April 4, 2019, the Company received $50,000 from this investor in full payment.

On May 30, July 12, July 23 and August 9, 2019, the Company entered into a series of Subscription Agreement (the “Subscription Agreements II”) with another five third party investor (the “Investors II”). The Investors II are expected to remit $1,287,000 in exchange for 858,001 shares of the Company’s common stock as determined pursuant to the terms and conditions of the Subscription Agreement. As of August 30, 2019, the Company received $1,287,000 from those five investors in full payment.

On September 13, 2019, the CEO of the Company and a third-party investor entered into an investment agreement, extending $3 million to the Company for the Rebel 10 event to be held in December 2019. Based on the agreement, the fund extended is a 1-year convertible loan totaled $1.5 million with an interest of 8% per annum. The investor may convert the entire principal amount into 1,500,000 shares of Company’s common stock at any time for the period commencing on the date hereof and ending on September 12, 2020. The investment agreement also listed additional rights shall be entitled to the investor. The Company received $1,000,000 on September 23, 2019 and $500,000 on October 19, 2019 under the investment agreement.

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

We believe that available cash and cash equivalents, 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-Q is issued. However, if we are unable to obtain the necessary additional capital on a timely basis and on acceptable terms, we will be unable to implement our current plans for expansion, repay debt obligations or respond to competitive market pressures. This will have negative influence upon our business, prospects, financial condition and results of operations and may raise substantial doubts about our ability to continue as a going concern.

Critical Accounting Policies and Estimates

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent 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 and the valuation allowance relating to the Company’s deferred tax assets/liabilities.

Recently Issued Accounting Pronouncements

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.

Off-Balance Sheet Arrangements

As of March 31, 2019, we did not have any off-balance sheet arrangements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

ITEM 4. CONTROLS AND PROCEDURES

~~(a)~~ Evaluation of Disclosure ~~Controls~~Control and Procedures.

~~Pursuant~~We toare ~~Rule~~required ~~13a-15(b)~~to ~~under~~maintain the Exchange Act, the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”), of the effectiveness of the Company’s disclosure controls and procedures ~~(as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon~~ that ~~evaluation, the~~are ~~Company’s~~designed ~~CEO concluded that the material weaknesses disclosed in the Company’s Form 10-K for the year ended December 31, 2017 continue~~ to ~~exist and accordingly, the Company’s disclosure controls and procedures were not effective to~~ ensure that information required to be disclosed ~~by the Company~~ in ~~the~~our reports ~~that~~filed ~~the Company files or submits~~ under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified in the ~~SEC~~Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to ~~the~~our ~~Company’s~~ management, including our ~~the~~chief ~~Company’s~~executive ~~CEO,~~officer as(also ~~appropriate,~~our principal executive officer) and our chief financial officer (also our principal financial and accounting officer) to allow for timely decisions regarding required disclosure.

Pursuant to Rule 13a-15(b) ~~Changes~~under inthe ~~Internal~~Securities Exchange ~~Control~~Act ~~over~~of 1934 (“Exchange Act”), the Company’s management, including the Company’s Chief Executive Officer (“CEO”) (the Company’s principal executive officer) and Chief Financial ~~Reporting~~Officer (“CFO”) (the Company’s principal financial and accounting officer), has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation the Company’s CEO and CFO concluded that the material weaknesses disclosed in the Company’s Form 10-K for the year ended December 31, 2018 continue to exist and accordingly, the Company’s disclosure controls and procedures were not effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure. The principal basis for this conclusion is the lack of segregation of duties within our financial function and the lack of an operating Audit Committee.

~~There~~Changes ~~was no change~~ in ~~our~~ internal ~~controls over~~control ~~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.

21 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.

~~PART II -- OTHER INFORMATION~~23

~~ITEM 1.~~PART ~~LEGAL~~2 ~~PROCEEDINGS~~- OTHER INFORMATION

~~From~~ITEM ~~time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business~~1. ~~Litigation~~LEGAL ~~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~~PROCEEDINGS.

OnFrom ~~November~~time 5,to ~~2018~~time, the Company ~~was~~may ~~served~~become ainvolved ~~summon~~in ~~for~~various alawsuits ~~complaint~~and ~~filed~~legal byproceedings ~~Ofsink~~which onarise ~~September 13, 2018,~~ in the ~~New~~ordinary ~~York~~course ~~Supreme~~of ~~Court in New York County, New York against the Company~~business. ByLitigation ~~filing~~is ~~the~~subject ~~complaint, Ofsink alleged, among other claims, that the Company failed~~ to ~~pay for its legal services~~inherent ~~rendered in an aggregate amount of $252~~uncertainties,~~822,~~ and ~~that~~an itadverse ~~sustained damages as a~~ result ofin ~~the~~these ~~non-payment~~or ~~of the invoices rendered. The complaint seeks, among~~ other ~~relief,~~matters ~~compensatory~~may ~~damages~~arise ~~and~~from ~~plaintiff’s~~time ~~counsel’s fees. The Company intends~~ to ~~defend~~ ~~the~~time ~~lawsuit~~that ~~vigorously~~may ~~and~~harm ~~has~~our ~~engaged legal counsel to attend to this matter~~business. ~~The outcome or effect of this lawsuit, however, cannot be predicted with certainty. The Company accrued $252,822 of legal fees based on the available information and Management's best estimates.~~

~~ITEM~~On 1ANovember 5, 2018, the Company was served a summon for a complaint filed by Ofsink, LLC (“Ofsink”). ~~RISK~~In ~~FACTORS~~its complaint against the Company filed on September 13, 2018, in the Supreme Court of the City of New York County of New York, Ofsink alleged, among other claims, that the Company failed to pay for legal services provided by Ofsink in the amounts set forth on uncontested invoices for $252,822, and that it sustained damages in the sum of $252,822 plus interest and attorney’s fees as a result of the non-payment of such invoices. The complaint seeks, among other relief, compensatory damages and plaintiff’s counsel’s fees. On December 18, 2018, Ofsink voluntarily dismissed its lawsuit against the Company without prejudice. Ofsink informed the Company that it had planned to sell its debt to a third party. The third party to whom such debt was assigned may try to seek payment from the Company. As of the date of this Report, the Company is not aware of any such request for payment.

WeOn ~~are~~November 12, 2017, Rebel signed a ~~smaller~~lease agreement ~~reporting~~with ~~company~~Shanghai asKonghui ~~defined~~Property Development Co., Ltd. (“Konghui”) for an office space at Room No.1, Grand byGateway ~~Rule~~Tower, ~~12b-2~~Hongqiao ofRd., 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, Konghui brought a lawsuit against Rebel in the ~~Securities~~Shanghai ~~Exchange~~Xuhui ~~Act~~District People’s Court (the “Court”). On April 24, 2019, the Court ordered Rebel to pay a net amount of ~~1934~~RMB ~~and~~164,865.86, ~~are~~which ~~not~~included late ~~required~~payment interests. On June 18, 2019, the Court ordered a legal proceeding to ~~provide~~extract the ~~information~~payment ~~under~~amount ~~this~~from ~~item~~Rebel’s bank account. On July 12, 2019, the Court unfroze Rebel’s bank account.

~~ITEM~~On October 12, 2019, a legal search for 2outstanding litigation matters in the PRC indicated that a claim has been filed in a Shanghai court for a sum of RMB159,155. ~~UNREGISTERED~~The Company ~~SALES~~is OFpresently ~~EQUITY~~trying ~~SECURITIES~~to ~~AND~~establish ~~USE~~the OFdetails ~~PROCEEDS~~of the alleged claim and as of the date of this Report has not received any summons or other documents in relation to such claim. The Company intends to thoroughly review those allegations and vigorously defend such claim.

~~For~~ITEM ~~the nine months ended September 30, 2018, the Company issued 2,622,609 shares of common stock to 27 individuals for a net cash consideration of $2,609,331~~1A. ~~The~~RISK ~~Company issued 1,433,460 shares of common stock with a total value of $1,130,448 to two placement agents pursuant to the Consulting Agreement~~FACTORS. The Company issued 20,400 shares of common stock with a total value of $16,320 to one agent pursuant to the Service Agreement. The Company also issued 1,000,333 shares of common stock with a total value of $870,333 to seven individuals as payments for professional services related to public relations and marketing, director fees, and employment benefits. The value of shares of common stock issued for consideration other than cash was determined by referring to the value of shares of common stock issued for cash consideration.

~~All~~Not ~~of the transactions~~applicable ~~listed above were made pursuant~~ to ~~the exemption from the Section 5 registration requirements of the Securities Act of 1933 for offerings made outside the United States by~~ a ~~United~~smaller ~~States~~reporting ~~issuer~~company. The securities issued have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

ITEM 3 2. ~~DEFAULTS~~UNREGISTERED ~~UPON~~SALES ~~SENIOR~~OF EQUITY SECURITIES AND USE OF PROCEEDS.

~~Not~~For ~~applicable~~the three months ended March 31, 2019, the Company issued 1,560,000 shares of common stock for a net cash consideration of $1,462,900. The Company also issued 340,000 shares of common stock with total value of $340,000 to three individuals as compensation for professional services, director fees, and employment benefits. The value of shares of common stock issued for consideration other than cash was determined by referring to the fair value of shares of common stock issued for cash consideration.

ITEM 4 3. ~~MINE~~ ~~SAFETY~~DEFAULTS ~~DISCLOSURE~~UPON SENIOR SECURITIES.

~~Not applicable~~None.

ITEM 54. ~~OTHER~~MINE ~~INFORMATION~~SAFETY DISCLOSURES.

Not applicable.

22 ITEM 5. OTHER INFORMATION.

~~ITEM 6~~None. ~~EXHIBITS.~~

Incorporated by Reference

Exhibit

Exhibit Description

Filed Herewith

Form

Period Ending

Exhibit

Filing Date

3.1

Articles of Incorporation, as amended

8-K

3.1

12/09/2014

3.2

By-Laws

S-1

11/07/2011

4.1

Specimen Stock Certificate

10-K

09/30/2014

4.1

01/08/2015

10.1

FORM OF CONVERTIBLE LOAN AGREEMENT DATED MARCH 15, 2017

10-Q

03/31/2017

10.1

05/15/2017

10.2

FORM OF CONVERTIBLE LOAN AGREEMENT DATED MARCH 23, 2017

10-Q

03/31/2017

10.2

05/15/2017

10.3

FORM OF INVESTMENT AGREEMENT DATE MAY 5, 2017

10-Q

03/31/2017

10.3

05/15/2017

10.4

SUBSCRIPTION AGREEMENT DATED MARCH 16, 2018

10-Q

06/30/2018

10.6

08/20/2018

10.5

SUBSCRIPTION AGREEMENT DATED AUGUST 16, 2018

10-Q

06/30/2018

10.7

08/20/2018

10.6

SERVICE AGREEMENT DATED JANUARY 14, 2018

10.7

CONSULTANCY AGREEMENT DATED AUGUST 18, 2018

31.1

Certifications by the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certifications by the Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certifications by the 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

Certifications by the Chief Financial 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 Labels Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

**ITEM ~~Furnished,~~6. ~~not filed~~EXHIBITS

23 (a) Exhibits

SIGNATURES

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)

31.1**		Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).

31.2**		Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).

32.1***		Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.

32.2***		Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.

101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema
101.CAL		XBRL Taxonomy Extension Calculation Linkbase
101.DEF		XBRL Taxonomy Extension Definition Linkbase
101.LAB		XBRL Taxonomy Extension Label Linkbase
101.PRE		XBRL Taxonomy Extension Presentation Linkbase

Pursuant to the requirements of Section 13 or 15(d) 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.

*	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-Q 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.

	Rebel Group, Inc.
	By:	/s/ Aan Yee Leong, Justin
Date: November 28, 2018		Aan Yee Leong, Justin
		President, Chief Executive Officer, Director, Principal Executive Officer

24 SIGNATURES

Pursuant to the requirements 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: November 1, 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

Date: November 1, 2019	Rebel Group, Inc.

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

Date: November 1, 2019	Rebel Group, Inc.

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

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