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~~ June 30, ~~2018~~ 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 ishas asubmitted ~~large~~electronically ~~accelerated~~and ~~filer,~~posted anevery ~~accelerated~~Interactive ~~filer,~~Data aFile ~~non-accelerated~~required ~~filer,~~to ~~smaller~~be ~~reporting~~submitted ~~company,~~and orposted anpursuant ~~emerging~~to ~~growth~~Rule ~~company.~~405 of ~~See~~Regulation ~~the~~S-T ~~definitions~~(§232.405 of ~~“large~~this ~~accelerated~~chapter) ~~filer,”~~during ~~“accelerated~~the ~~filer,”~~preceding ~~“smaller~~12 ~~reporting~~months ~~company,” and~~(or ~~“emerging~~for ~~growth~~such ~~company”~~shorter inperiod ~~Rule~~that ~~12b-2~~the ofregistrant ~~the~~was required ~~Exchange~~to ~~Act~~submit and post 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	22

ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	25

ITEM 4.	Controls and Procedures	25

PART II

ITEM 1.	Legal Proceedings	26

ITEM 1A.	Risk Factors	26

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26

ITEM 3.	Defaults Upon Senior Securities	26

ITEM 4.	Mine Safety Disclosures	26

ITEM 5.	Other Information	26

ITEM 6.	Exhibits	27

Signatures		28

~~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
	June 30, 2019			December 31, 2018
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	18,046		$	41,321
Restricted cash		21,972			-
Deposits		10,142			10,124
Trade and other receivables		41,290			35,702
Total current assets		91,450			87,147

Property and equipment, net		15,990			23,846
Intangible assets, net		69,427			83,667
Long-term investment		-			1,326,831
TOTAL ASSETS	$	176,867		$	1,521,491
COMMITMENTS AND CONTINGENCIES

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Convertible loans	$	452,752		$	449,600
Short-term loans		244,210			296,576
Accrued expenses		108,816			102,237
Trade and other payables		889,842			1,185,207
Due to shareholders		2,734,666			2,849,410
Income taxes payable		80,656			60,653
Total current liabilities		4,510,942			4,943,683
Deferred tax liabilities		-			278,634
TOTAL LIABILITIES	$	4,510,942		$	5,222,317

STOCKHOLDERS’ DEFICIT
Preferred stock ($0.0001 par value; authorized 100,000,000 shares, none issued and outstanding at June 30, 2019 and December 31, 2018)		-			-
Common stock ($0.0001 par value; authorized 500,000,000 shares, 50,321,320 and 48,319,986 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively)		5,032			4,832
Additional paid-in capital		11,298,754			11,384,592
Accumulated deficit		(15,735,086	)		(8,370,529	)
Accumulated other comprehensive loss		97,225			(6,719,721	)
Total shareholders’ deficit		(4,334,075	)		(3,700,826	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	176,867		$	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 June 30,						For the six months ended June 30,
	2019			2018			2019			2018
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)

Revenues, net	$	-		$	223,783		$	-		$	223,783

Operating expenses
Cost of sales		(20,987	)		(1,799,465	)		(21,766	)		(1,862,314	)
Depreciation and amortization expenses		(7,577	)		(10,244	)		(22,650	)		(19,620	)
General and administrative expenses		(416,188	)		(996,106	)		(1,418,048	)		(2,416,072	)
Loss from operations		(444,752	)		(2,582,032	)		(1,462,464	)		(4,074,223	)

Other (expenses) income
Convertible loan interest		(11,952	)		(10,090	)		(23,013	)		(20,578	)
Bank loan interest		(18,325	)		(12,350	)		(42,560	)		(12,350	)
Interest income		1			734			6			6,018
Recognized loss from changes in fair value as a result of investment disposition		-			-			(5,766,462	)		-
Other expense		(15,856	)		-			(50,064	)		-
Total other expenses		(46,132	)		(21,706	)		(5,882,093	)		(26,910	)

Loss before income tax expenses		(490,884	)		(2,603,738	)		(7,344,557	)		(4,101,133	)
Income tax expenses		-			-			(20,000	)		-
Net loss		(490,884	)		(2,603,738	)		(7,364,557	)		(4,101,133	)

Other comprehensive gain (loss)
Foreign currency translation adjustments		110,036			114,701			83,143			122,290
Change in fair value related to long-term investment, net of tax of $nil and $1,545,155 for the six months ended June 30, 2019 and 2018, respectively		-			(3,353,614	)		-			(5,812,726	)
Other comprehensive gain (loss)		110,036			(3,238,913	)		83,143			(5,690,436	)

Total comprehensive loss	$	(380,848	)	$	(5,842,651	)	$	(7,281,414	)	$	(9,791,569	)

Loss per share
Basic and diluted loss per common share	$	(0.01	)	$	(0.06	)	$	(0.15	)	$	(0.09	)
Basic and diluted weighted average common shares outstanding		50,286,924			46,052,857			49,661,817			45,623,750

~~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 financial statements~~DEFICIT

3 (Unaudited)

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

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the three and six months ended June 30, 2019
											Accumulated
					Additional						Other
	Common Stock				Paid-in			Accumulated			Comprehensive
	Shares		Amount		Capital			Deficit			Income (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	)
Issuance of shares for cash		1,560,000		156		1,462,744			-			-			1,462,900
Issuance 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	)

Net loss		-		-		-			(490,884	)		-			(490,884	)
Issuance of shares for cash		101,334		10		126,990			-			-			127,000
Transfer of long-term investment to shareholders		-		-		(2,015,538	)		-			-			(2,015,538	)
Foreign currency adjustment		-		-		-			-			110,036			110,036
Balance, June 30, 2019 (unaudited)		50,321,320	$	5,032	$	11,298,754		$	(15,735,086	)	$	97,225		$	(4,334,075	)

~~(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 STOCKHOLDERS’EQUITY

~~REBEL GROUP, INC.~~(Unaudited)

~~NOTES~~(Stated TOin ~~UNAUDITED~~US ~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~Dollars)

(Stated in US Dollars)

	For the three and six months ended June 30, 2018
											Accumulated
					Additional						Other
	Common Stock				Paid-in			Retained			Comprehensive
	Shares		Amount		Capital			Earnings			Income (Loss)			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

Net loss		-		-		-			(2,603,738	)		-			(2,603,738	)
Issuances of shares for cash		350,000		35		349,965			-			-			350,000
Issuances of shares for services		276,000		28		275,972			-			-			276,000
Issuances of shares for placements		-		-		-			-			-			-
Unrealized loss on investment, net of tax of $891,467		-		-		-			-			(3,353,614	)		(3,353,614	)
Foreign currency adjustment		-		-		-			-			114,701			114,701
Balance, June 30, 2018 (unaudited)		46,279,868	$	4,628	$	9,343,232		$	1,182,351		$	(1,618,556	)	$	8,911,655

1.See ~~Organization~~accompanying ~~and~~notes ~~nature~~to ofunaudited ~~operations~~condensed consolidated financial statements

Rebel Group, Inc. (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 stations, videos of its MMA events. The Company seeks to promote MMA in Asian countries through hosting events that attract talented fighters from all over the world.4

OnREBEL ~~June 21~~GROUP, ~~2017, Pure Heart Entertainment Pte Ltd~~INC. (“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.

OnCONDENSED ~~October~~CONSOLIDATED 1,STATEMENTS ~~2017,~~OF ~~the Company entered~~CASH ~~into a Share Transfer Agreement (the “Transfer Agreement”) with Naixin Qi (the “Shareholder”), an individual and the sole shareholder of Qingdao Quanyao.~~FLOWS

~~Pursuant to the Transfer Agreement, Pure Heart, through Rebel Shanghai agreed to acquire 100% share of the outstanding equity interests~~ (~~the~~Stated “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~~US ~~amount of approximately $2,825,000 (the “Forgiven Debts”~~Dollars) 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).

Qingdao Quanyao holds 50% shares of Qingdao Leibo Sports Culture Co., Ltd (“Leibo”).

	For the six months ended June 30,
	2019			2018
	(Unaudited)			(Unaudited)
Cash flows from operating activities:
Net loss	$	(7,364,557	)	$	(4,101,133	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock compensation		340,000			796,000
Depreciation and amortization expense		22,650			19,620
Provision for doubtful accounts		16,103			-
Recognized loss from changes in fair value as a result of investment disposition		5,766,462			-
Changes in operating assets and liabilities:
Trade and other receivables		(21,638	)		(374,878	)
Accrued expenses		6,579			953,361
Trade and other payables		(220,173	)		(29,844	)
Trade and other receivables - related party		-			(1,508	)
Taxes payable		20,000			(8,033	)
Net cash used in operating activities		(1,434,574	)		(2,746,415	)

Cash flows from investing activities:
Purchases of equipment		-			(18,974	)
Net cash used in investing activities		-			(18,974	)

Cash flows from financing activities:
Proceeds from the issuances of common stock		1,589,900			962,145
Deposits		-			23,822
Proceeds from convertible loans		-			-
Proceeds from term loan		-			346,754
Repayments of term loan		(151,199	)		(26,118	)
Advances from related parties		(135,745	)		1,302,995
Net cash provided by financing activities		1,302,956			2,609,598

Decrease in cash, cash equivalents and restricted cash		(131,618	)		(155,791	)

Effect of foreign currency translation		130,315			142,400
Cash, cash equivalents and restricted cash at beginning of period		41,321			40,372
Cash, cash equivalents and restricted cash at end of period	$	40,018		$	26,981

Supplemental cash flow disclosures:
Cash paid for interest	$	6,317		$	32,928
Cash paid for income tax		-			-

Significant non-cash transactions:
Unrealized fair value (loss) gain on long-term investment	$	-		$	(7,357,881	)
Long-term investment distributed to shareholders		2,015,538			-

2.The ~~Summary~~following table provide a reconciliation of ~~principal~~cash, ~~accounting~~cash ~~policies~~equivalents and restrict cash reported within the statement of financial position that sum to the total of the same amounts shown in the unaudited condensed consolidated statements of cash flows:

Basis of presentation and consolidation

	As of
	June 30, 2019		December 31, 2018
	(Unaudited)
Cash and cash equivalents	$	18,046	$	41,321
Restrict cash		21,972		-
		40,018		41,321

~~The~~See accompanying ~~unaudited~~notes condensed consolidated financial statements of the Company have been prepared and presented in accordance with generally accepted accounting principles (“U.S. GAAP”) for interim financial information pursuant to ~~the~~unaudited ~~rules and regulations of the Securities and Exchange~~condensed ~~Commission~~consolidated ~~(the “SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete~~ financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the financial statements not misleading have been included. Operating results for the nine months ended September 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’s Discussion and Analysis, and the financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended December 31, 2017, filed with the SEC on April 16, 2018.

~~All significant inter-company transactions and balances have been eliminated upon consolidation.~~5

~~Liquidity~~REBEL ~~and~~GROUP, ~~capital resources~~INC.

AsNOTES ofTO ~~September~~UNAUDITED ~~30,~~CONDENSED ~~2018, the Company had cash and cash equivalents of $35,342, which decreased by $5,030~~CONSOLIDATED ~~when~~FINANCIAL comparing with $40,372 as of December 31, 2017. The net cash used in operating activities for the period ended September 30, 2018 was $4,114,646, which increased by $1,349,400 when comparing with $2,745,246 for the period 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’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. 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.STATEMENTS

5 (Stated in US Dollars)

The Company will focus on improving operation efficiency and cost reduction, 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 operations1. OnOrganization 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 $3nature ~~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.operations

OnRebel ~~August 16~~Group, ~~2018,~~Inc. ~~the~~(f/k/a ~~Company entered~~Inception ~~into~~Technology aGroup, ~~subscription~~Inc., ~~agreement~~also ~~with~~known ~~another~~as ~~third-party~~Rebel ~~investor.~~Fighting ~~The~~Championship, ~~investor~~its istrade ~~expected~~name tothe ~~remit~~“Company”) ~~two~~was ~~equal~~incorporated ~~installments~~under the inlaws of the ~~amount~~ State of $1Florida ~~million~~on ~~each~~September 13, ~~and~~2011. $2The ~~million~~Company ~~in the aggregate~~organizes, inpromotes ~~exchange~~and ~~for~~hosts ~~such~~mixed ~~numbers~~martial ofarts ~~the~~(“MMA”) events ~~Company’s~~featuring ~~common~~top ~~stock~~level ~~as determined~~athletic ~~pursuant~~talent. toWith ~~the~~assistance ~~terms~~from ~~and~~contracted ~~conditions~~production ofcrews, the ~~subscription~~Company ~~agreement.~~also Onproduces ~~August~~and 17distributes, through ~~2018~~the internet and social media, and sells the ~~Company~~rights ~~received~~to ~~the~~distribute ~~first installment~~to intelevision ~~the~~stations, ~~amount~~videos of $1its ~~million~~MMA events. The Company ~~expected~~seeks to ~~receive~~promote ~~the~~MMA ~~second installment~~ in ~~December~~Asian ~~2018~~countries orby ~~January~~hosting ~~2019. The~~events ~~Company~~that ~~also~~attract ~~received~~talented ~~financial~~fighters ~~support~~from ~~commitments~~all ~~from~~over the ~~Company’s major shareholder~~world.

~~The~~On ~~Company~~June ~~believes that available cash and cash equivalents~~21, ~~together with actions as mentioned above~~2017, ~~should~~Pure ~~enable~~Heart ~~the Company to meet presently anticipated cash needs~~Entertainment ~~for~~Pte ~~at least the next 12 months after the date that the financial statements are issued~~Ltd. ~~However,~~(“Pure ifHeart”) ~~the~~formed ~~Company~~Rebel isShanghai ~~unable~~Limited toin ~~obtain the necessary additional capital on a timely basis and on acceptable terms~~Shanghai, itChina ~~will~~in beorder ~~unable~~ to ~~implement~~acquire ~~its~~Qingdao ~~current~~Quanyao ~~plans for~~Sports ~~expansion,~~Consulting ~~repay debt obligations or respond to competitive pressures~~Co. ~~Any of these factors would have a material adverse effect on its business~~, ~~prospects~~Ltd., ~~financial~~a ~~condition~~company ~~and~~organized ~~results~~under ~~of operations and raise substantial doubts about~~ the ~~ability~~laws of the ~~Company~~ toPRC ~~continue~~(“Qingdao asQuanyao”) ~~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~~facilitate the ~~possible future~~Company’s ~~effects~~planned onbusiness ~~the~~expansion ~~recoverability~~in ~~and classifications of assets or~~ the ~~amounts~~southern ~~and~~part ~~classifications~~ of ~~liabilities that may result from~~ the ~~inability of the Company to continue as a going concern~~PRC.

~~Revenue~~On ~~Recognition~~October 1, 2017, the Company entered into a Share Transfer Agreement (the “Share Transfer Agreement”) with Naixin Qi, who was the sole shareholder of Qingdao Quanyao.

~~The~~Pursuant ~~Company~~to ~~adopted~~the ~~Accounting~~Share ~~Standards~~Transfer Agreement, ~~Codification~~Pure ~~606~~Heart, ~~Revenue~~through ~~from~~a ~~Contracts~~wholly ~~with~~foreign ~~Customers~~owned entity (~~“Topic~~the ~~606~~“WOFE”), asagreed ofto ~~January~~acquire 1,100% ~~2018~~of ~~using~~ the ~~modified~~outstanding ~~retrospective~~equity interests ~~transition~~of ~~method. Results~~Qingdao ~~for~~Quanyao ~~reporting~~from ~~periods~~the ~~beginning~~Shareholder ~~after~~for ~~January~~a 1,purchase ~~2018~~price ~~are~~of ~~presented~~$7,000,000 ~~under~~(the ~~Topic~~“Purchase ~~606,~~Price”) ~~while~~including: ~~prior~~(i) the ~~period~~forgiveness ~~amounts~~of ~~have~~debt ~~not~~owed ~~been~~by ~~adjusted~~Qingdao ~~and~~Quanyao ~~continue~~Sports toConsulting beCo. ~~reported~~Ltd, ina ~~accordance~~company ~~with~~organized under the ~~Company’s~~laws ~~historic~~of ~~accounting~~PRC ~~under~~(“Quanyao), ~~Topic~~to ~~605.~~Pure ~~Topic~~Heart ~~606~~as ~~prescribes~~of aOctober ~~five-step~~1, ~~model~~2017, ~~for~~in ~~recognizing~~the ~~revenue~~amount ~~which~~of ~~includes~~approximately $2,825,000 (i)the ~~identifying~~“Forgiven ~~contracts~~Debts”) ~~with~~and ~~customers;~~ (ii) ~~identifying~~12,000,000 shares ~~performance~~(of ~~obligations;~~common ~~(iii)~~stock ~~determining~~of the ~~transaction~~Company ~~price;~~ (iv“Common Stock”), ~~allocating~~par ~~the~~value ~~transaction~~$0.0001 ~~price~~per ~~and~~share (vthe “Shares”) (See ~~recognizing~~Note ~~revenue~~3 to the consolidated financial statements for further details).

~~The~~Qingdao ~~Company~~Quanyao ~~derives~~holds ~~revenues~~50% ~~principally from~~of the issued ~~following~~shares ~~sources:~~of ~~(i)~~Qingdao ~~advertising~~Leibo ~~and~~Sports ~~sponsorship~~Culture ~~sales~~Co., Ltd. (ii“Leibo”) ~~live~~since ~~event~~January ~~ticket~~8, ~~sales~~2015, ~~and (iii) direct-to-consumer sales of merchandise at~~ the ~~live~~date ~~event venues. The below describes the revenue recognition policies in further detail for each major revenue source~~ of ~~the Company~~Leibo’s incorporation.

Advertising and sponsorships: through the advertising and sponsorship agreements with customers, the Company offers a full range of the promotional vehicles, including online and print advertising, on-air announcements and special appearances by our fighters. The Company allocates the transaction price to all performance obligations contained within a sponsorship and advertising arrangement based upon their relative standalone selling price. Revenues are recognized as each performance obligation is satisfied, which generally occurs when the sponsorship and advertising is aired, exhibited, performed or played on the applicable media platform.6

~~Live~~REBEL ~~event~~GROUP, ~~ticket sales: revenues from the live event ticket sales are recognized upon the occurrence of the related live event~~INC.

6 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

~~Revenue~~2. isSummary ~~recognized when persuasive evidence~~ of anprincipal ~~arrangement~~accounting ~~exists; delivery has occurred or services have been rendered; the price is fixed or determinable; and collectability is reasonably assured.~~policies

~~Substantially~~Basis ~~all~~of ~~revenue~~presentation ~~was from sponsorships~~and ~~in the Company.~~consolidation

~~Currently,~~The consolidated financial statements of the Company's ~~revenues~~and ~~come~~its subsidiaries are prepared and presented in accordance with accounting principles generally ~~from~~accepted in the ~~following~~United ~~sources:~~States (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”).

	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

All significant inter-company transactions and balances have been eliminated upon consolidation.

~~Use~~The Company’s unaudited condensed consolidated financial statements have been presented on the basis that it is a going concern, which contemplates the realization of ~~estimates~~assets and the satisfaction of liabilities in the normal course of business. The fiscal year end is December 31.

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

~~Cash~~On June 30, 2019, the Company had a working capital deficit of $4,419,492 (unaudited) and cash ~~equivalents~~on hand of $18,046 (unaudited) as compared to working capital deficit of $4,856,536 and cash on hand of $41,321 as of December 31, 2018.

~~Cash~~Net ~~and~~ cash ~~equivalents~~used ~~consist~~in ofoperating ~~bank~~activities ~~deposits~~for ~~with~~the ~~original~~six ~~maturities of three~~ months orended ~~less~~June 30, ~~which~~2019 ~~are~~was ~~unrestricted~~$1,454,574 (unaudited) as compared to ~~withdrawal~~net ~~and~~cash ~~use~~used ~~the~~in ~~Company~~operating ~~maintained~~activities of $2,746,415 ~~accounts~~(unaudited) atfor ~~banks~~the ~~and~~six ~~have~~months ~~not~~ended ~~experienced~~June ~~any~~30, ~~losses~~2018. ~~from~~The ~~such~~decrease ~~concentrations~~in net cash used in operating activities was primarily due to a decreased net loss.

~~Fair~~Net ~~value~~cash ofprovided ~~financial~~by ~~instruments~~financing activities for the six months ended June 30, 2019 was $1,302,956 (unaudited) as compared to $2,609,598 (unaudited) for the six months ended June 30, 2018. The decrease in net cash provided by financing activities was primarily due to decreased advances from related parties.

~~Fair~~As ~~value information~~ of ~~financial~~June ~~instruments requires disclosure~~30, ~~whether or not recognized in the balance sheets~~2019, ~~for~~our ~~which it is practicable to estimate that value. In cases~~accumulated ~~where~~deficits ~~quoted~~was ~~market prices are not available~~$15,735,086 ~~fair~~(unaudited). ~~values~~Our ~~are~~operating ~~based~~results onfor ~~estimates~~future ~~using~~periods ~~present value or other valuation techniques. Those techniques~~ are ~~significantly~~subject ~~affected~~to bynumerous ~~the~~uncertainties ~~assumptions used, including the discount rate~~ and ~~estimates~~it ~~of future cash flows.~~is Inuncertain ~~that~~if ~~regard,~~we ~~the~~will ~~derived fair value estimates cannot~~ be ~~substantiated~~able ~~by comparison~~ to ~~independent~~achieve ~~markets~~profitability and, incontinue ~~many~~growth ~~cases, could~~for ~~not be realized in immediate settlement of~~ the ~~instruments~~foreseeable future. ~~Certain~~If ~~financial~~management ~~instruments~~is ~~and~~not ~~all~~able to ~~nonfinancial~~increase ~~assets~~revenue and ~~liabilities~~ ~~are~~manage ~~excluded~~operating ~~from~~expenses ~~fair~~in ~~value~~line ~~disclosure~~with ~~requirements.~~revenue ~~Accordingly~~forecasts, the ~~aggregate~~Company ~~fair~~may ~~value amounts do~~ not ~~represent the~~be ~~underlying~~able ~~value~~to ofachieve ~~the Company~~profitability.

	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.

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.

AsOn ofJuly ~~September 30~~12, ~~2018,~~July 23 and ~~December~~August 9, 312019, ~~2017~~the Company entered into several Subscription Agreements (the “Subscription Agreements”) with four third-party investors (the “Investors”), ~~financial~~according ~~instruments~~to ofwhich the Investors will pay $1,210,000 in exchange for 806,667 shares of the Company's ~~primarily~~common ~~comprise~~stock. As of ~~cash,~~the ~~cash~~date ~~equivalents,~~of ~~other~~this ~~receivables~~quarterly report on Form 10-Q, ~~accrued~~the ~~expenses~~Investors have received 806,667 shares of ~~which~~the Company’s common stock and the ~~carrying~~Company ~~amounts~~has ~~approximated~~yet ~~their~~to ~~fair~~receive ~~values~~any ~~because~~payments. ofThe ~~their~~Company ~~generally~~expects ~~short~~to ~~maturities~~receive the payments in full by December 31, 2019.

~~The~~On September 13, 2019, the CEO of the Company ~~uses~~and ~~quoted~~one ~~prices~~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 ~~active~~December 2019. Based on the agreement, the funding ~~markets~~is tocomprised ~~measure~~of a $1.5 million 1-year convertible loan with interest of 8% per annum. The Investor may convert all of the ~~fair~~principal amount ~~value~~of the loan into 1,500,000 shares of Company’s common stock at any time through September 12, 2020. Pursuant to the terms ~~long-term~~of ~~investment~~the Investment Agreement, the Investor paid the Company $1,000,000 on September 23, 2019 and $500,000 on October 19, 2019.

7 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 six months ended June 30, 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.

~~Foreign currency translation and transactions~~7

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

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

~~The~~(Stated ~~Company~~in ~~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.Dollars)

~~Income~~2. ~~taxes~~Summary of principal accounting policies (continued)

~~Deferred~~Revenue tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the combined financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income (refer to Note 10 and below to the unaudited condensed consolidated financial statements for further discussion on the impact to the newly enacted tax laws in 2017). Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.recognition

~~Entities~~The ~~should~~Company ~~recognize~~adopted ~~in the consolidated~~Accounting ~~financial~~Standards ~~statements~~Codification ~~the impact of a tax position~~606, ifRevenue ~~that~~from ~~position~~Contracts iswith ~~more~~Customers ~~likely~~(“Topic ~~than~~606”), ~~not~~as of ~~being~~January ~~sustained upon examination~~1, ~~based~~ on2018 using the ~~technical~~modified retrospective ~~merits~~transition ~~of the position~~method. Results ~~Recognized~~for ~~income~~reporting ~~tax~~periods ~~positions~~beginning ~~are~~after ~~measured~~January at1, ~~the~~2018 ~~largest~~are ~~amount~~presented ~~that~~under isTopic ~~greater~~606, ~~than~~while ~~50%~~prior ~~likely~~period ofamounts ~~being~~have ~~realized.~~not ~~Changes~~been inadjusted ~~recognition~~and orcontinue ~~measurement~~to ~~are~~be ~~reflected~~reported in ~~the~~accordance ~~period~~with ~~in which~~ the ~~change~~Company’s inhistoric ~~judgment~~accounting ~~occurs.~~under ~~The~~Topic ~~Company~~605. ~~has~~Topic ~~elected~~606 toprescribes ~~classify~~a ~~interest~~five-step ~~and~~model ~~penalties~~for ~~related~~recognizing torevenue ~~unrecognized~~which ~~tax~~includes ~~benefits,~~(i) ifidentifying ~~and~~contracts ~~when~~with ~~required,~~customers; as(ii) ~~part~~identifying ofperformance ~~income~~obligations; ~~tax~~(iii) ~~expense~~determining inthe transaction price; (iv) allocating the ~~statements~~transaction ofprice ~~operations~~and (v) recognizing revenue.

InThe ~~January~~Company ~~2018,~~plans ~~the~~to ~~SEC staff issued Staff~~derive ~~Accounting~~revenues ~~Bulletin~~principally ~~No.~~from ~~118, Income Tax Accounting Implications of~~ the ~~Tax~~following ~~Cuts~~sources: ~~and Jobs Act~~ (~~“SAB 118”~~i) toadvertising ~~provide guidance~~and ~~for~~sponsorship ~~companies that have not completed their accounting for the income tax effects of the 2017 Tax Act in the period of enactment. Specifically~~sales, ~~SAB~~(ii) ~~118~~live ~~states~~event ~~that~~ticket companies that have not completed accounting for the effects of the 2017 Tax Act by financial reporting deadlines may report provisional amounts based on reasonable estimates for items for which the accounting is incomplete. Those provisional amounts will be subject to adjustment during a measurement period that begins in the reporting period that includes the 2017 Tax Act’s enactment date and ends when a company has obtainedsales, ~~prepared~~ and ~~analyzed the information~~(iii) ~~needed~~ direct-to-consumer ~~complete~~sales ~~the~~of ~~accounting~~merchandise ~~requirements~~at ~~under~~the ~~ASC~~live ~~740~~event ~~Income Taxes~~venues. The ~~measurement~~below ~~period~~describes ~~should not extend beyond one year from~~ the ~~enactment~~revenue ~~date.~~recognition ~~Furthermore,~~policies ~~SAB~~in ~~118 states that if a company cannot make a reasonable estimate for an income tax~~further ~~effect,~~detail ~~it should not account~~ for ~~that~~each ~~effect~~major ~~until~~revenue itsource ~~can~~of ~~make~~the ~~such an estimate~~Company.

~~One-time~~Advertising ~~transitional~~and ~~tax.~~sponsorships: through Asthe ~~part~~advertising ofand ~~the 2017~~sponsorship ~~Tax~~agreements ~~Act~~with customers, ~~total~~the ~~foreign~~Company ~~earnings~~offers ~~and~~a ~~profits~~full ~~(“E&P”)~~range ~~after~~of ~~1986~~the promotional vehicles, including ~~that~~online ~~were~~and ~~previously~~print ~~deferred~~advertising, ~~from~~on-air Uannouncements and special appearances by our fighters.S. ~~federal taxation,~~The ~~are~~Company ~~subject~~allocates the transaction price to aall ~~one-time~~performance ~~tax~~obligations oncontained ~~the~~within ~~mandatory~~a ~~deemed~~sponsorship ~~repatriation~~and ofadvertising ~~foreign~~arrangement ~~earnings.~~based ~~The~~upon ~~Company’s~~their ~~provisional~~relative ~~analysis~~standalone ofselling ~~the~~price. ~~one-time~~Revenues ~~transition~~are ~~tax~~recognized ~~resulted~~as ineach noperformance ~~additional~~obligation ~~taxes~~is ~~being~~satisfied, ~~owed~~which ~~due~~generally tooccurs when the sponsorship ~~overall~~and ~~accumulated~~advertising ~~E&P~~is ~~deficit for~~aired, exhibited, performed or played on the ~~income~~applicable ~~tax~~media ~~purpose~~platform.

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

~~The~~Direct-to-consumer ~~Company has determined that we cannot~~venue ~~make~~merchandise asales: ~~reasonable estimate of the income tax effect with respect~~ direct-to ~~global intangible low~~-~~taxed~~consumer ~~income~~merchandise ~~(GILTI)~~sales ~~provisions~~consist of ~~the 2017~~sales ~~Tax Act. The GILTI provisions allow companies to make an accounting policy election to either (i) account for GILTI as a component~~ of ~~tax~~merchandise ~~expense~~at in the ~~period~~live inevents. ~~which~~Revenues ~~the~~are ~~entity~~recognized at ~~is subject to~~ the ~~rules~~point ~~or (ii) account for GILTI in the entity’s measurement~~ of ~~deferred~~sale, ~~taxes.~~as ~~Our~~control ~~ultimate~~is ~~accounting~~transferred ~~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~~customer.

~~Earnings~~Currently, ~~(loss)~~the ~~per~~Company’s revenues ~~share~~come from the following sources:

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.

	For the three months ended June 30,				For the six months ended June 30,
	2019		2018		2019		2018
Sponsorships	$	-	$	222,271	$	-	$	222,271
Other		-		1,512		-		1,512
	$	-	$	223,783	$	-	$	223,783

Employee equity share options, non-vested shares and similar equity instruments granted to employees be treated as potential common shares in computing diluted earnings per share. Diluted earnings per share should be based on the actual number of options or shares granted and not yet forfeited, unless doing so would be anti-dilutive. The Company uses the “treasury stock” method for equity instruments granted in share-based payment transactions.8

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

~~Plant~~NOTES ~~and~~TO ~~equipment~~UNAUDITED ~~are~~CONDENSED ~~recorded at cost.~~CONSOLIDATED ~~Significant~~FINANCIAL 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:STATEMENTS

~~Equipment~~(Stated 3in -US ~~5 years~~Dollars)

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

~~Intangible~~Use assets, comprising trade 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.~~estimates

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

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

~~Impairment~~Cash and cash equivalents consist of ~~long-lived~~bank ~~assets~~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.

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

9 Restricted cash represents deposits not readily available to the Company. Restricted cash as of June 30, 2019 represented cash frozen for a court decision.

~~Impairment~~Allowance offor ~~goodwill~~doubtful accounts

~~The~~An ~~Company~~allowance ~~reviews~~for ~~the~~doubtful ~~carrying value~~accounts of intangible assets with indefinite lives not subject to amortization, including goodwill, to determine whether impairment may exist annually or more frequently if events and circumstances indicate that it is ~~more~~recorded ~~likely~~in ~~than not that an impairment has occurred. The Company has~~ the ~~option~~period toin ~~assess~~which ~~qualitative~~a ~~factors~~loss ~~to determine whether it~~ is ~~necessary~~determined to ~~perform~~be ~~the~~probable ~~two-step~~based ~~assessment. If~~on ~~the~~an ~~Company believes, as a result of the qualitative~~ assessment, ~~that it is more likely than not that the fair value~~ of ~~the reporting~~specific ~~unit~~evidence isindicating ~~less than its carrying amount, the two-step quantities impairment test described below is required. The first~~doubtful ~~step compares the fair values of each reporting unit to its carrying amount~~collection, ~~including~~historical ~~goodwill. If the fair value of each reporting unit exceeds its carrying amount~~experience, ~~the~~account ~~assets~~balance ~~are~~aging ~~not considered to be impaired~~ and ~~the~~prevailing ~~second~~economic ~~step will not be required~~conditions. IfAllowance the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of goodwill to the carrying value of a reporting unit’s goodwill. The implied fair value of goodwill is ~~determined~~reversed inwhen ~~a manner similar to accounting for a business acquisition with~~ the ~~allocation of the assessed fair value determined in the first step to the assets and liabilities~~underlying ofbalance ~~the reporting unit. The excess~~ of ~~the~~doubtful ~~fair~~accounts ~~value~~are ofsubsequently ~~the reporting unit over the amounts assigned to the assets and liabilities is the implied fair value of goodwill~~collected. AnAccounts ~~impairment~~receivable ~~loss~~balances isare ~~recognized~~written ~~for~~off ~~any~~after ~~excess~~all incollection ~~the carrying value of goodwill over the~~efforts ~~implied~~have ~~fair~~been ~~value of goodwill~~exhausted. ~~Estimating fair value is performed by utilizing various valuation techniques, with the primary technique being a discounted cash flow.~~

~~Long-term investment~~9

~~Investments~~REBEL ~~comprise marketable securities which are classified as available-for-sale securities and are carried at fair value with unrealized gains and losses~~GROUP, ~~net of taxes, reported as a separate component of shareholders’ equity (deficit)~~INC. 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.

~~Comprehensive~~NOTES ~~(loss)~~TO ~~income~~UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~The Company has adopted FASB Accounting Standard Codification Topic 220~~ (~~“ASC~~Stated ~~220”)~~in ~~“Comprehensive~~US ~~income”, which establishes standards for reporting and the presentation of comprehensive income (loss~~Dollars), 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.

~~Concentrations~~2. ~~and~~Summary ~~risks~~of principal accounting policies (continued)

-Fair ~~Foreign~~value ~~currency~~of ~~risk~~financial instruments

AFair ~~majority~~value information of ~~the Company’s expense~~financial ~~transactions~~instruments ~~are~~requires ~~denominated~~disclosure, inwhether ~~RMB~~or ~~and~~not arecognized ~~significant~~in ~~portion~~the ofbalance ~~the~~sheets, ~~Company~~for ~~and~~which ~~its~~it ~~subsidiaries’~~is ~~assets~~practicable ~~and~~to ~~liabilities~~estimate that ~~are~~value. ~~denominated~~In incases ~~RMB.~~where ~~RMB~~quoted ismarket prices are not ~~freely~~available, ~~convertible~~fair ~~into~~values ~~foreign~~are ~~currencies.~~based Inon ~~the~~estimates ~~PRC,~~using ~~certain~~present ~~foreign~~value ~~exchange~~or ~~transactions~~other valuation techniques. Those techniques are ~~required~~significantly affected by ~~law~~the toassumptions beused, ~~transacted~~including ~~only~~the bydiscount ~~authorized~~rate ~~financial~~and ~~institutions~~estimates atof ~~exchange~~future cash ~~rates~~flows. ~~set~~In bythat regard, the ~~People’s~~derived ~~Bank of~~fair ~~China~~value ~~(“PBOC”).~~estimates ~~Remittances~~cannot inbe ~~currencies~~substantiated ~~other~~by ~~than~~comparison ~~RMB~~to byindependent ~~the~~markets ~~Company~~ and, in ~~China~~many ~~must~~cases, could not be ~~processed~~realized ~~through~~in immediate settlement of the ~~PBOC~~instruments. Certain financial instruments and all nonfinancial orassets ~~other~~and ~~China~~liabilities ~~foreign~~are ~~exchange~~excluded ~~regulatory~~from ~~bodies~~fair ~~which~~value ~~require~~disclosure ~~certain~~requirements. ~~supporting~~Accordingly, ~~documentation~~the inaggregate ~~order~~fair tovalue ~~affect~~amounts do not represent the ~~remittance~~underlying value of the Company.

~~Our~~Level ~~functional~~1 ~~currency~~inputs isto the ~~RMB~~valuation ~~and Singapore~~methodology ~~dollars in subsidiaries in China and Singapore, respectively, and our financial statements~~ are ~~presented~~quoted inprices ~~U.S.~~(unadjusted) ~~dollars. The~~for ~~Singapore~~identical ~~dollars~~assets ~~depreciated by 7.6% in fiscal year 2017. It is difficult to predict how market forces~~ or ~~PRC~~liabilities ~~or U.S. government policy may impact the exchange rate between the RMB and the U.S. dollar~~ in ~~the~~active ~~future~~markets. The change in the value of the RMB relative to the U.S. dollar may affect our financial results reported in the U.S. dollar terms without giving effect to any underlying changes in our business or results of operations. Currently, our assets, liabilities, revenues and costs are denominated in RMB.

ToLevel ~~the~~2 ~~extent~~inputs ~~that~~to the ~~Company~~valuation ~~needs~~methodology ~~to convert~~include ~~U.S.~~quoted ~~dollars~~prices ~~into RMB~~ for ~~capital~~similar ~~expenditures~~assets and ~~working~~liabilities ~~capital~~in ~~and~~active ~~other business purposes~~markets, ~~appreciation~~and ofinputs ~~RMB~~that ~~against U.S.~~are ~~dollar~~observable ~~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~~assets ofor ~~making payments for dividends~~liability, ~~strategic~~either ~~acquisition~~directly or ~~investments or other business purposes~~indirectly, ~~appreciation~~for ofsubstantially ~~U.S. dollar against RMB would have a negative effect on~~ the ~~U.S.~~full ~~dollar~~term ~~amount~~of ~~available to~~ the ~~Company~~financial instruments.

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

-As ~~Significant~~of ~~customers~~June 30, 2019 and December 31, 2018, financial instruments of the Company primarily comprise of cash, cash equivalents, restricted cash, other receivables, accrued expenses, which the carrying amounts approximated their fair values because of their generally short maturities.

~~For~~Foreign ~~the~~currency ~~three and nine months ended September~~translation ~~30, 2018~~ and 2017, one customer accounted for 99% and 100% of the Company’s total revenues, respectively. As of September 30, 2018, one company accounted for 47% of the Company’s total accounts receivable balance. As of December 31, 2017, one company accounted for 81% of the Company’s total accounts receivable balance.transactions

~~Statement~~The reporting currency of ~~Cash~~the ~~Flows~~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.

~~Cash~~Transactions ~~flows~~in ~~from~~foreign ~~the~~currencies other ~~Company’s~~than ~~operations~~ functional currencies are ~~formulated~~initially ~~based~~recorded ~~upon~~at the ~~local~~functional ~~currencies~~currency rate ruling at the date of transaction. AsAny differences between the initially recorded amount and the settlement amount are recorded as a ~~result,~~gain ~~amounts~~or ~~related~~loss toon foreign currency transaction in the statements of income. Monetary assets and liabilities ~~reported~~denominated onin ~~the~~foreign ~~statements~~currency are translated at the functional currency rate of ~~cash~~exchange ~~flows~~ruling ~~will~~at ~~not~~the ~~necessarily~~balance ~~agree~~sheet ~~with~~date. ~~changes~~Any indifferences ~~the~~are ~~corresponding~~taken ~~balances~~to profit or loss as a gain or loss on foreign currency translation in the ~~balance~~statements ~~sheets~~of income.

~~Risks~~The Company translated the assets and ~~Uncertainties~~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.

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, may not be indicative of future results.10

~~Recently~~REBEL ~~Issued~~GROUP, ~~Accounting Guidance~~INC.

InNOTES ~~May~~TO ~~2014,~~UNAUDITED ~~the~~CONDENSED ~~FASB issued Accounting~~CONSOLIDATED ~~Standards~~FINANCIAL 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. 2016-08 was issued in March 2016 to clarify the principal versus agent guidance in this new revenue recognition standard. ASU 2016-10 was issued in April 2016 to clarify the guidance on accounting for licenses of intellectual property and identifying 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.STATEMENTS

~~In January 2017 the FASB issued ASU No. 2017-04, “Intangibles—Goodwill and Other~~ (~~Topic~~Stated 350): Simplifying the Test for Goodwill Impairment.” This new standard eliminates Step 2 from the goodwill impairment test. Instead, an entity should compare the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The standard is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, which means that it will be effective for us in ~~the~~US first quarter of our fiscal year beginning July 1, 2020 assuming the Company still remains an emerging growth company at that date. Early adoption is permitted. The adoption of ASU No. 2017-04 is not expected to have material impact to the assessment of Goodwill impairment for the Company.Dollars)

~~In February 2016, the FASB issued ASU 2016-02, Amendments to the Accounting Standards Codification (“ASC”) 842 Leases~~2. ~~This~~Summary ~~update~~of ~~requires~~principal ~~lessee~~accounting topolicies ~~recognize the assets and liability~~ (~~the lease liability~~continued) 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.

11 Income taxes

InDeferred ~~March~~tax ~~2018,~~assets ~~the~~and ~~FASB issued ASU 2018-05~~liabilities —are ~~Income~~recognized ~~Taxes~~for ~~(Topic~~the ~~740):~~expected ~~Amendments~~future totax ~~SEC~~consequences ~~Paragraphs~~of ~~Pursuant~~events tothat ~~SEC~~have ~~Staff~~been ~~Accounting~~included ~~Bulletin~~in ~~No.~~the ~~118~~combined ~~(“ASU~~financial ~~2018-05”),~~statements ~~which~~or ~~amends~~tax ~~the~~returns. ~~FASB~~Under ~~Accounting~~this ~~Standards~~method, ~~Codification~~deferred ~~and~~income ~~XBRL~~taxes ~~Taxonomy~~are ~~based~~recognized onfor the ~~Tax~~tax ~~Cuts~~consequences ~~and~~in ~~Jobs~~future ~~Act~~years ~~(the~~of ~~“Act”)~~differences ~~that~~between ~~was~~the ~~signed~~tax ~~into~~bases ~~law~~of onassets ~~December 22, 2017~~ and ~~Staff~~liabilities ~~Accounting Bulletin No. 118 (“SAB 118”) that was released by the Securities~~ and ~~Exchange~~their ~~Commission.~~financial ~~The~~reporting ~~Act~~amounts ~~changes~~at ~~numerous~~each ~~provisions~~period ~~that~~end ~~impact~~based ~~U.S.~~on ~~corporate~~enacted tax ~~rates, business-related~~laws ~~exclusions,~~ and ~~deductions~~statutory ~~and credits and may additionally have international~~ tax ~~consequences~~rates ~~for~~applicable ~~many~~to ~~companies that operate internationally. The Company has evaluated~~ the ~~impact~~periods ofin ~~the~~which ~~Act as well as~~ the ~~guidance~~differences ofare ~~SAB~~expected ~~118~~to ~~and~~affect ~~incorporated~~taxable ~~the~~income. ~~changes into~~Valuation ~~the~~allowances ~~determination~~are ofestablished, awhen ~~reasonable~~necessary, ~~estimate~~to ofreduce ~~its~~ deferred tax ~~liability~~assets ~~and~~to ~~appropriate disclosures in~~ the ~~notes~~amount expected to ~~its~~be ~~unaudited condensed consolidated financial statements (See Note 10)~~realized.

OnEntities ~~June~~should ~~20,~~recognize ~~2018,~~ in the ~~FASB~~consolidated ~~issued~~financial ~~ASU~~statements ~~No. 2018-07,~~the ~~Compensation—Stock~~impact ~~Compensation~~of ~~(Topic~~a ~~718)~~tax ~~- Improvements to Nonemployee Share-Based Payment Accounting~~position, ~~which aligns~~if ~~the~~that ~~accounting~~position ~~for~~is ~~share-based~~more ~~payment~~likely ~~awards~~than ~~issued~~not toof ~~employees~~being ~~and~~sustained upon ~~nonemployees. Under ASU No. 2018-07~~examination, ~~the existing employee guidance will apply to nonemployee share-~~based ~~transactions~~on ~~(as long as~~ the ~~transaction~~technical ismerits ~~not effectively a form~~ of ~~financing), with~~ the ~~exception~~position. ofRecognized ~~specific~~income ~~guidance~~tax ~~related~~positions toare ~~the~~measured ~~attribution~~at ofthe ~~compensation~~largest ~~cost. The cost of nonemployee awards will continue~~amount tothat beis ~~recorded~~greater asthan if50% ~~the~~likely ~~grantor~~of ~~had~~being ~~paid~~realized. ~~cash~~Changes ~~for~~in ~~the~~recognition ~~goods~~ or ~~services.~~measurement Inare ~~addition,~~reflected in the ~~contractual~~period ~~term~~in ~~will~~which ~~be able to be~~the ~~used~~change in ~~lieu~~judgment ~~of an expected term in the option-pricing model for nonemployee awards~~occurs. The ~~new~~Company ~~standard~~has iselected ~~effective~~to ~~for~~classify usinterest onand ~~January 1,~~penalties ~~2019.~~related ~~Early~~to ~~adoption~~unrecognized istax ~~permitted~~benefits, ~~including~~if and inwhen ~~interim periods~~required, ~~and~~as ~~should~~part beof ~~applied~~income totax ~~all~~expense ~~new~~in ~~awards granted after~~ the ~~date~~ statements of ~~adoption~~operations. ~~The Company does not believe this guidance will have a material impact on its unaudited condensed consolidated financial statements.~~

InEarnings ~~August 2018, the FASB Accounting Standards Board issued ASU No. 2018-13, “Fair Value Measurement~~ (~~Topic 820~~loss): ~~Disclosure~~per Framework Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”). 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.share

~~Aside~~Basic ~~from~~earnings ~~the~~(loss) ~~above,~~per share is based on the ~~Company~~weighted ~~does not~~average ~~believe~~number ~~other~~of ~~recently~~common ~~issued~~shares ~~but~~outstanding ~~not~~during ~~yet~~the ~~effective~~period ~~accounting~~while ~~statements,~~the ~~would~~effects ~~have~~of apotential ~~material~~common ~~effect~~shares outstanding onduring the ~~Company’s financial~~period ~~position~~are orincluded onin diluted earnings per share. The average market price during the ~~results~~year ofis used ~~operations~~to compute equivalent shares.

3Employee equity share options, non-vested shares and similar equity instruments granted to employees are treated as potential common shares in computing diluted earnings per share. ~~Business~~Diluted ~~acquisition~~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.

OnPlant ~~October~~and ~~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.~~equipment

~~Pursuant~~Plant toand ~~the~~equipment ~~Transfer~~are ~~Agreement, Pure~~recorded ~~Heart,~~at ~~through~~cost. ~~Rebel~~Significant ~~Shanghai~~additions ~~agreed~~or toimprovements ~~acquire~~extending ~~the~~useful ~~Equity~~lives ~~Stake~~ of ~~Qingdao~~assets ~~Quanyao~~are ~~from~~capitalized. ~~the~~Maintenance ~~Shareholder~~and ~~with~~repairs ~~the~~are ~~Purchase Price~~charged ~~valued~~to atexpense ~~approximately~~as ~~$7,000,000~~incurred. ~~consisting~~Depreciation ofis computed using the ~~following:~~straight-line ~~(i)~~method over the ~~Forgiven~~estimated ~~Debts~~useful ~~and~~lives ~~(ii)~~as ~~the Shares.~~follows:

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

Equipment

3 - 5 years

12 Intangible assets

~~The~~Intangible ~~goodwill of $6~~assets,~~719,542~~ ~~arising from~~comprising ~~the~~trade ~~acquisition~~mark ~~consists~~and ~~largely~~other ofintangible ~~synergies~~assets, ~~and~~which ~~economies~~are ofseparable ~~scale~~from ~~expected~~the ~~from~~fixed ~~combining~~assets, ~~the~~are ~~operations~~stated ofat ~~Qingdao~~cost ~~Quanyao~~less accumulated amortization. ~~None~~Amortization ofis ~~the~~computed ~~goodwill~~using ~~recognized~~the isstraight-line ~~expected~~method toover bethe ~~deductible~~estimated ~~for~~useful ~~income~~lives ~~tax~~of ~~purpose~~10 years.

~~There is no revenue and earnings of Qingdao Quanyao since the acquisition date, which would be included in the condensed consolidated statements of operations and comprehensive income (loss).~~11

4.REBEL ~~Property~~GROUP, ~~and equipment~~INC.

~~Property~~NOTES ~~and~~TO ~~equipment~~UNAUDITED ~~are~~CONDENSED ~~comprised~~CONSOLIDATED FINANCIAL ~~of:~~STATEMENTS

	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

(Stated in US Dollars)

~~The depreciation expenses for the nine months ended September 30, 2018 and 2017 were $19,718 and $13,671, respectively~~2. ~~The~~Summary ~~depreciation~~of ~~expenses~~principal ~~for~~accounting ~~the~~policies ~~three months ended September 30, 2018 and 2017 were $6,850 and $4,921, respectively.~~(continued)

5.Impairment ~~Intangible~~of long-lived assets

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

	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

Concentrations and risks

No- ~~significant~~Foreign ~~residual~~currency value is estimated for these intangible assets. Amortization expense for the nine months ended September 30, 2018 and 2017, totaled $10,026 and $9,911, respectively. Amortization expense for the three months ended September 30, 2018 and 2017, totaled $3,176 and $4,990, respectively. The following table represents the total estimated amortization of intangible assets for the five succeeding years:risk

	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

A 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.

13 Our functional currency is the RMB and Singapore dollars in subsidiaries in China and Singapore, respectively, and our financial statements are presented in U.S. dollars. The Singapore dollars depreciated slightly by 0.3% in the three months ended March 31, 2019. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the RMB and the U.S. dollar in the future. The change in the value of the RMB relative to the U.S. dollar may affect our financial results reported in the U.S. dollar terms without giving effect to any underlying changes in our business or results of operations. Currently, our assets, liabilities, revenues and costs are denominated in RMB.

6To the extent that the Company needs to convert U.S. ~~Goodwill~~dollars into RMB for capital expenditures and 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.

~~The~~- ~~changes~~Significant ~~in the carrying amount of goodwill were as follows:~~customers

	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

For the six months ended June 30, 2018, one customer accounted for 99% of the Company’s total revenues.

~~The~~Statement ~~Company performed its goodwill impairment reviews as~~ of ~~September~~Cash ~~30, 2018 and December 31, 2017 and determined there was no impairment as of September 30, 2018 and December 31, 2017.~~Flows

7Cash flows from the Company’s operations are formulated based upon the local currencies. ~~Long-term~~As ~~investment~~a result, amounts related to assets and liabilities reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets.

~~The Company holds 7,782,000 shares in Moxian, Inc. (“MOXC”), a company listed on the NASDAQ capital.~~12

	As of
	September 30, 2018			December 31, 2017
	(Unaudited)			(Audited)
Cost	$	7,782,000		$	7,782,000
Fair value adjustment		(4,591,380	)		7,198,350
Total long term investment	$	3,190,620		$	14,980,350

REBEL GROUP, INC.

AsNOTES ofTO ~~September~~UNAUDITED ~~30,~~CONDENSED ~~2018 and December 31,~~CONSOLIDATED ~~2017,~~FINANCIAL 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.STATEMENTS

8.(Stated ~~Term~~in ~~loans~~US Dollars)

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

2.	Summary of principal accounting policies (continued)

14 Risks and Uncertainties

The ~~interest~~significant ~~expense~~operations ~~for~~of the Company are located in the ~~nine~~PRC. ~~months ended~~Accordingly, ~~September~~the 30Company’s business, ~~2018~~financial condition, and ~~2017~~results ~~were~~of ~~$79~~operations may be influenced by political,~~511~~ economic, and ~~$18~~legal environments in the PRC,~~947,~~ ~~respectively~~as well as by the general state of the PRC economy. The Company’s ~~interest~~results ~~expense~~may ~~for~~be adversely affected by changes in the ~~three~~political, ~~months~~regulatory ~~ended~~and ~~September~~social conditions in the PRC. Although ~~30,~~the ~~2018~~Company has not experienced losses from these situations and ~~2017~~believes ~~were~~that ~~$46,582~~it is in compliance with existing laws and ~~$10~~regulations including its organization and structure disclosed in Note 1,~~202,~~ ~~respectively~~this may not be indicative of future results.

OnRecently ~~March~~Issued ~~15, 2017, the Company, the Chairman~~Accounting of the Board of Directors, and one unrelated third-party individual entered into an agreement to document the loan of Singapore 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.Guidance

OnThe ~~March 24, 2017, the~~ Company, ~~the~~does ~~Chairman of~~not ~~the Board of Directors, and one unrelated third-party individual entered into an agreement to document the loan of S$200,000~~believe ~~($142,856)~~any ~~that~~recently ~~the~~issued ~~unrelated~~but ~~third-party~~not ~~individual~~yet ~~advanced~~effective toaccounting ~~the Company on March 24~~statements, ~~2017,~~would ~~and was repayable on March 23, 2018 (“Maturity Date”), with an interest of 10% per annum. The unrelated third-party individual shall~~ have ~~the~~a ~~option to~~material ~~extend~~effect ~~the~~on ~~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”)~~financial atposition ~~any~~or ~~time for the period commencing~~ on the ~~date~~results 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 $0operations.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 September 30, 2018, the term loans from the two unrelated third-party individuals were overdue~~3. ~~Subsequent~~Trade toand ~~the~~other ~~first extension of the term loans from the two individuals to August 2018, the Company is currently negotiating with the third-party individuals to further extend the maturity date.~~receivables

~~On May 5, 2017, the Company, the Chairman~~Trade ~~of the Board of Directors,~~ and ~~one~~other ~~independent director of the Company entered into an agreement to document the loan of $300~~receivables,~~000 that~~ ~~the~~net ~~independent~~consisted ~~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 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.:

On April 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, with 12 equal monthly repayment terms.

	As of
	June 30, 2019			December 31, 2018
	(Unaudited)
Trade and other receivables	$	329,255		$	307,166
Less: allowance for doubtful debts		(287,966	)		(271,464	)
Trade and other receivables, net	$	41,289		$	35,702

9.Movement ~~Stockholders’~~of ~~equity~~allowance for doubtful accounts was as follows:

During the nine months ended September 30, 2018, the Company issued 2,622,609 shares of common stock to 27 individuals for net cash consideration of $2,609,331. The Company issued 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 (the “Consultancy Agreement”). The Company issued 20,400 shares of common stock with total value of $16,320 to one agent pursuant to a Service Agreement entered on January 14, 2018, for consultancy services provided to the Company (the “Service Agreement”). The Company issued 1,000,333 shares of common stock with 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 fair value of common stock issued in connection with prior cash consideration.

	As of
	June 30, 2019		December 31, 2018
	(Unaudited)
Balance at beginning	$	271,464	$	-
Provision for doubtful accounts		16,103		282,356
Exchange rate effect		399		(10,892	)
Balance at end	$	287,966	$	271,464

15 13

~~10.~~REBEL ~~Taxation~~GROUP, INC.

~~The~~NOTES ~~Company~~TO ~~and~~UNAUDITED ~~its~~CONDENSED ~~subsidiaries file separate~~CONSOLIDATED ~~income~~FINANCIAL ~~tax returns.~~STATEMENTS

~~The~~(Stated ~~United~~in ~~States~~US ~~of America~~Dollars)

~~The Company is incorporated under the laws of the State of Florida in the U~~4.S. Property 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.equipment

OnProperty December 22, 2017, the 2017 Tax Act was enacted into law. 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-time 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~~equipment ~~the number~~are ~~of individuals whose compensation is subject to a $1.0 million cap on deductibility, amongst other changes. In certain cases,~~comprised ~~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.:

With respect to global intangible low-taxed income (“GILTI”) provisions of the 2017 Tax Act, the Company is continuing to evaluate how the provisions will be accounted for. The GILTI provisions allow companies to make an accounting policy election to either (i) account for GILTI as a component of tax expense in the period in which the entity is subject to the rules or (ii) account for GILTI in the entity’s measurement of deferred taxes. As of September 30, 2018, the Company has not elected a method due to its continuing analysis of the GILTI provisions. The elected method will depend, in part, on analyzing global income.

	As of
	June 30, 2019			December 31, 2018
	(Unaudited)
Equipment	$	135,743		$	135,010
Less: accumulated depreciation		(119,753	)		(111,164	)
Total property and equipment, net	$	15,990		$	23,846

~~British~~The ~~Virgin~~depreciation ~~Islands~~expense for the six months ended June 30, 2019 and 2018 were $7,936 and $12,868, respectively. The depreciation expenses for the three months ended June 30, 2019 and 2018 were $3,935 and $6,886, respectively.

~~Rebel~~5. ~~Holdings~~Intangible Limited (“Rebel FC”) and SCA Capital Limited (“SCA Capital”) were incorporated in the British Virgin Islands and are not subject to income taxes under the current laws of the British Virgin Islands.assets

~~Singapore~~Intangible assets are comprised of:

Pure Heart was incorporated in Singapore and is subject to Singapore corporate income tax at 17%.

	As of
	June 30, 2019			December 31, 2018
	(Unaudited)
Trademark	$	16,780		$	16,663
Other intangible assets		132,408			131,487
	$	149,188		$	148,150
Less: accumulated amortization		(79,761	)		(64,483	)
Total intangible assets, net	$	67,427		$	83,667

~~PRC~~No significant residual value is estimated for these intangible assets. Amortization expense for the six months ended June 30, 2019 and 2018, totaled $14,714 and $6,752, respectively. Amortization expense for the three months ended June 30, 2019 and 2018, totaled $3,642 and $3,358, respectively.

~~Rebel~~The ~~Shanghai~~following ~~and~~table ~~Qingdao Quanyao were~~represents ~~incorporated in~~ the ~~PRC~~total ~~and~~estimated ~~are~~amortization ~~subject~~of tointangible ~~statutory~~assets ~~Enterprise~~for ~~Income Tax rate of~~ the ~~PRC~~five atsucceeding ~~25%.~~years:

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.

	Estimated Amortization Expense
Twelve months ending June 30,	(Unaudited)
2020	$	14,806
2021		14,806
2022		14,806
2023		14,211
2024 and thereafter		10,798
	$	67,427

Based upon management’s assessment of all available evidence, the Company believes that it is more-likely-than-not that the deferred tax assets, primarily for certain of the subsidiaries NOL carry-forwards will not be realizable; and therefore, a full valuation allowance is established for NOL carry-forwards. The valuation allowance for deferred tax assets was approximately $1,738,000 and $904,000 as of September 30, 2018 and December 31, 2017, respectively.14

16 REBEL GROUP, INC.

~~11.~~NOTES ~~Related~~TO ~~party~~UNAUDITED ~~transactions~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As(Stated ofin ~~September~~US 30, 2018, and December 31, 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.Dollars)

A6. ~~summary~~Long-term ~~of changes in the amount due to directors and shareholders of the Company is as follows:~~investment

	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

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

AsOn August 14, 2015, due to the VWAP of ~~September~~the MOXC Common Stock for 30 trading day prior to August 14, ~~2018~~2015 ~~and~~being ~~December~~higher 31than $1.00, which triggered the clause of conversion ~~2017~~under the MOXC Note, ~~trade~~MOXC ~~and~~notified ~~other~~the ~~receivables~~Company –that ~~related~~it ~~party~~elected ~~was~~to convert the amount of $~~258~~3,~~341~~891,000 ~~and~~under ~~$271~~the MOXC Note into 3,~~142~~891,000 shares ~~respectively~~of the MOXC Common Stock at the conversion price of $1.00 ~~The~~(“August ~~amounts~~Conversion”). ~~are~~As ~~unsecured,~~a ~~interest free~~result ~~and~~of dothe ~~not~~August ~~have~~Conversion, the ~~any~~balance ~~fixed~~of ~~repayment~~the ~~terms~~MOXC Note was $3,891,000.

AOn ~~summary~~September 28, 2015, MOXC notified the Company that it elected to convert the outstanding balance of ~~changes~~the inMOXC Note, $3,891,000, into 3,891,000 shares of the MOXC Common Stock (“September Conversion”). After the August Conversion and the September Conversion, the full amount ~~due~~of ~~from~~the MOXC Note was converted into an aggregate of 7,782,000 shares of the MOXC Common Stock, and as a ~~related~~result, ~~party~~no isamount of the MOXC Note was outstanding as ~~follows:~~of December 31, 2015.

	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

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 December 31, 2018.

~~12.~~On ~~Commitments~~April 22, 2019, MOXC approved a reverse stock split of the Company’s issued and ~~contingencies~~outstanding shares of common stock at 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 are outstanding as of April 22, 2019.

~~Operating~~On ~~Lease~~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.

~~The~~On ~~Company’s~~June ~~subsidiaries~~20, ~~lease administrative~~2019, ~~office~~the ~~space~~Board ~~under~~of ~~various~~Directors of ~~operating leases whereby~~ the ~~rent~~Company ~~expense~~approved ~~amounted~~a todistribution ~~$61~~of 778,~~347~~200 ~~and~~shares ~~$nil~~of ~~for~~MOXC’s ~~the~~common ~~three months~~stock, ~~ended~~$0.001 ~~September~~par ~~30,~~value ~~2018~~per ~~and~~share ~~2017,~~held ~~respectively.~~by ~~The~~the Company. MOXC’s ~~subsidiaries~~common ~~lease~~stock ~~administrative~~will ~~office~~be ~~space~~distributed ~~under various~~to ~~operating~~the ~~leases~~shareholders ~~whereby~~of the ~~rent~~Company ~~expense~~who ~~amounted~~were toshareholders ~~$191~~of the Company as of January 29,~~156~~ ~~and~~2015. ~~$nil~~As ~~for~~a result, the ~~nine~~Company ~~months~~did ~~ended~~not ~~September~~hold ~~30,~~any ~~2018~~shares ~~and 2017,~~of ~~respectively.~~the ~~The~~MOXC ~~leases~~Common ~~will~~Stock ~~expire~~since inJune ~~November~~25, ~~2020~~2019.

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

	As of
	June 30, 2019			December 31, 2018
	(Unaudited)
Cost	$	7,782,000		$	7,782,000
Fair value adjustment		(5,766,462	)		(6,455,169	)
Distribution to certain shareholders		(2,015,538	)		-
Total long-term investment	$	-		$	1,326,831

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

For the six months ended June 30, 2019, the loss of MOXC’s disposal was $5,766,462.

~~Legal Proceeding~~15

~~From~~REBEL ~~time to time~~GROUP, ~~the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business~~INC. ~~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.~~

OnNOTES ~~November~~TO 5,UNAUDITED ~~2018,~~CONDENSED ~~the Company was served~~CONSOLIDATED aFINANCIAL 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. 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.STATEMENTS

~~13.~~(Stated ~~Subsequent~~in ~~events~~US Dollars)

~~In October 2018, 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~~7. ~~The~~Convertible ~~value~~and ofshort-term ~~shares of common stock issued for consideration other than cash was determined by referring to the value of common stocks issued for cash consideration.~~loans

	As of
	June 30, 2019		December 31, 2018
	(Unaudited)
Convertible loans-repayable within one year	$	452,752	$	449,600
Short-term loans-repayable within one year		244,210		296,576
Total	$	696,962	$	746,176

~~ITEM~~The 2interest expense for convertible loans for the six months ended June 30, 2019 and 2018 was $23,013 and $20,578, respectively. ~~MANAGEMENT’S~~The ~~DISCUSSION~~interest ~~AND~~expense ~~ANALYSIS~~for OFconvertible loans ~~FINANCIAL~~for ~~CONDITION~~the ~~AND~~three ~~RESULTS~~months OFended ~~OPERATIONS~~June 30, 2019 and 2018 were $11,952 and $10,090, respectively.

~~SPECIAL~~The ~~NOTE~~interest OFexpense ~~CAUTION~~for ~~REGARDING~~short-term loans ~~FORWARD~~for the six months ended June 30, 2019 and 2018 was $42,560 and $12,350, respectively. The interest expense for short-~~LOOKING~~term ~~STATEMENTS~~loans for the three months ended June 30, 2019 and 2018 were $18,325 and $12,350, respectively.

~~CERTAIN~~On ~~STATEMENTS~~March IN24, ~~THIS REPORT~~2017, ~~INCLUDING~~the Company, ~~STATEMENTS~~the INChairman ~~THE~~of ~~FOLLOWING~~the ~~DISCUSSION,~~Board ~~ARE~~of ~~WHAT~~Directors, ~~ARE~~and ~~KNOWN~~one ASunrelated ~~“FORWARD~~third-~~LOOKING~~party ~~STATEMENTS”,~~individual ~~WHICH~~entered ~~ARE~~into ~~BASICALLY~~an ~~STATEMENTS ABOUT~~agreement ~~THE~~to ~~FUTURE.~~document ~~FOR~~the ~~THAT~~loan of ~~REASON~~S$200,000 ~~THESE~~($142,856) ~~STATEMENTS~~that ~~INVOLVE~~the ~~RISK~~unrelated ~~AND~~third-party ~~UNCERTAINTY~~individual ~~SINCE~~advanced NOto ~~ONE~~the ~~CAN~~Company ~~ACCURATELY~~on ~~PREDICT~~March ~~THE~~24, ~~FUTURE. WORDS~~2017, ~~SUCH~~and ASthat ~~“PLANS”,~~was ~~“INTENDS”,~~repayable on ~~“WILL”,~~March ~~“HOPES”~~23, ~~“SEEKS”,~~2018 (“~~ANTICIPATES~~Maturity Date”), ~~“EXPECTS~~ ~~“AND~~with ~~THE~~an ~~LIKE~~interest ~~OFTEN~~of ~~IDENTIFY~~10% ~~SUCH~~per ~~FORWARD-LOOKING~~annum. ~~STATEMENTS,~~The ~~BUT~~unrelated ~~ARE~~third-party ~~NOT~~individual ~~THE~~had ~~ONLY~~the option ~~INDICATION~~to ~~THAT~~extend Athe ~~STATEMENT IS~~term Aof ~~FORWARD-LOOKING~~the ~~STATEMENT.~~loan ~~SUCH~~from ~~FORWARD-LOOKING~~the ~~STATEMENTS~~Maturity ~~INCLUDE~~Date ~~STATEMENTS~~to ~~CONCERNING~~March ~~OUR~~23, ~~PLANS~~2019 ~~AND~~(“Extended ~~OBJECTIVES~~Maturity ~~WITH~~Date”). ~~RESPECT~~The unrelated TOthird-party ~~THE~~individual ~~PRESENT~~had ~~AND~~the ~~FUTURE~~option ~~OPERATIONS~~to OFconvert ~~THE~~all ~~COMPANY,~~of ~~AND~~the ~~STATEMENTS~~principal ~~WHICH~~amount, ~~EXPRESS~~into ORshares ~~IMPLY~~of ~~THAT~~the ~~SUCH~~Company’s ~~PRESENT~~common ~~AND~~stock ~~FUTURE OPERATIONS~~(“Conversion ~~WILL~~Right”) ORat ~~MAY~~any ~~PRODUCE~~time ~~REVENUES,~~for ~~INCOME~~the ORperiod ~~PROFITS.~~commencing ~~NUMEROUS~~on ~~FACTORS~~March ~~AND~~24, ~~FUTURE~~2017 ~~EVENTS~~and ~~COULD~~ending ~~CAUSE~~on ~~THE~~March ~~COMPANY~~23, TO2019 ~~CHANGE~~(“Conversion ~~SUCH PLANS~~Period”). ~~AND~~In ~~OBJECTIVES~~the ORevent ~~FAIL~~that TOthe ~~SUCCESSFULLY~~Conversion ~~IMPLEMENT~~Right ~~SUCH~~were ~~PLANS~~to ORbe ~~ACHIEVE~~exercised ~~SUCH~~within ~~OBJECTIVES,~~seven ORBusiness ~~CAUSE~~Days ~~SUCH~~immediately ~~PRESENT~~following ~~AND~~the ~~FUTURE~~Maturity ~~OPERATIONS~~Date, TOthe ~~FAIL~~conversion TOwas ~~PRODUCE~~to ~~REVENUES,~~be ~~INCOME~~based ORon ~~PROFITS.~~the ~~THEREFORE,~~share ~~THE~~price ~~READER~~of IS$0.50. ~~ADVISED~~In ~~THAT~~the ~~THE~~event ~~FOLLOWING~~that ~~DISCUSSION~~the ~~SHOULD~~Conversion BERight ~~CONSIDERED IN~~were ~~LIGHT~~to OFbe ~~THE~~exercised ~~DISCUSSION~~after OFthe Maturity ~~RISKS~~Date ~~AND~~but ~~OTHER~~within ~~FACTORS~~seven ~~CONTAINED~~Business INDays ~~THIS~~immediately ~~REPORT~~following ONthe ~~FORM~~Extended ~~10-Q~~Maturity ~~AND~~Date, INthe ~~THE~~conversion ~~COMPANY’S~~were ~~OTHER~~to ~~FILINGS~~be based ~~WITH~~on ~~THE~~the ~~SECURITIES~~share ~~AND~~price ~~EXCHANGE~~of ~~COMMISSION~~$0.60. NOThe ~~STATEMENTS~~Company ~~CONTAINED~~repaid INS$100,000 ~~THE~~($73,404) ~~FOLLOWING~~on ~~DISCUSSION~~August ~~SHOULD~~23, BE2018. ~~CONSTRUED~~As ASof AJune ~~GUARANTEE~~30, 2019, the remaining outstanding ORprincipal ~~ASSURANCE~~balance OFof ~~FUTURE~~S$100,000 ~~PERFORMANCE~~($73,197) ORplus ~~FUTURE~~interests ~~RESULTS~~were past due.

~~The~~On ~~“Company”~~May 5, ~~“we~~2017,” the Company, the ~~“us~~Chairman of the Board of Directors,” and ~~“our~~one independent director of the Company entered into an agreement to document the loan of $300,”000 inthat ~~this~~the ~~Management’s~~independent ~~Discussion~~director advanced to the Company on May 5, 2017, and ~~Analysis~~that was repayable on May 4, 2018 (“Maturity Date”), with an interest of ~~Financial~~10% ~~Condition~~per ~~and~~annum. ~~Plan~~The independent director shall have the option to extend the term of the loan ~~Operation~~from ~~refer~~the Maturity Date to May 4, 2019 (“Extended Maturity Date”). The independent director had the ~~combined~~option ~~business~~to convert all of ~~(i)~~the ~~Rebel~~principal ~~FC;~~amount, ~~(ii)~~into ~~Pure~~shares ~~Heart;~~of ~~(iii)~~Company’s ~~SCA~~common ~~Capital;~~stock (iv“Conversion Right”) ~~Rebel~~at ~~Shanghai;~~any time for the period commencing on May 5, 2017 and ending on May 4, 2019 (v“Conversion Period”). ~~Qingdao~~In the event that the Conversion ~~Quanyao~~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.

~~Overview~~On April 11, 2018, the Company, the Chairman of the Board of Directors, and one independent director of the Company entered into an agreement to document the loan of S$ 100,000 ($73,404) that the unrelated third-party individual advanced to the Company on April 11, 2018, and was repayable on April 18, 2019 (“Repayment Date”), with an interest of 10% per annum. The unrelated third-party individual had to option to convert all of the principal amount into 75,750 shares of Company’s common stock after the Repayment Date. In the event that the Conversion Right were to be exercised within seven Business Days immediately following the Maturity Date, the conversion was to be based on the share price of $1.00. As of June 30, 2019, the full balance of the term loan was overdue.

~~The~~On ~~Company~~April 25, ~~through~~2018, ~~Rebel~~the FCCompany, ~~organizes,~~ ~~promotes~~the Chairman of the Board of Directors and ~~hosts~~the ~~Mixed~~Company’s ~~Martial~~CEO ~~Arts~~and ~~events~~two ~~featuring~~financial ~~top-level~~institutions ~~athletic~~entered ~~talents~~into ~~with~~agreements ~~assistance~~to ~~from~~advance to ~~contracted~~the ~~production~~Company ~~crews~~two short term loans of S$360,000 ($271,368) and S$100,000 ($75,380) respectively. The ~~Company~~two ~~also~~short ~~seeks~~term toloans ~~produce~~of S$360,000 and ~~distribute~~S$100,000 ~~videos~~are guaranteed by two directors of ~~its~~the ~~MMA~~Company ~~events~~and bear an effective interest rate of 1.25% and 4% per month, ~~through~~respectively, with ~~the~~12 ~~internet~~equal monthly repayment terms. As of September 30, ~~social~~2019, ~~media~~S$180,165($130,270) and ~~selling~~S$28,403($20,537) ~~the rights~~were topast ~~such~~due ~~videos~~respectively for tothe ~~distribute~~two toshort ~~television~~term ~~stations~~loans.

~~The~~On ~~Company~~October ~~seeks~~24, to2018 ~~promote~~and ~~MMA in China through~~November ~~hosting~~7, ~~top~~2018, ~~quality~~the ~~matches~~Company, ~~live~~the TVChairman ~~broadcast~~of ~~and~~the ~~inspiring~~Board ~~reality~~of ~~series~~Directors ~~that~~and ~~attract~~the ~~talented~~Company’s ~~fighters~~CEO ~~from~~and ~~all~~another ~~over~~financial ~~the~~institution ~~world.~~entered ~~MMA~~into istwo ~~unarmed~~separate ~~combat~~agreements ~~involving~~to ~~the~~advance ~~use~~to ofthe aCompany ~~combination~~two ofshort ~~techniques~~term ~~from~~loans ~~different disciplines~~ of ~~martial arts~~S$32,900 ~~including~~($24,800) ~~without limitation,~~and ~~grappling~~S$17,100 ~~submission holds~~($12,890) ~~kicking and striking~~respectively. The ~~styles~~two ofshort ~~martial~~term ~~arts~~loans ~~involved~~of ~~range from Brazilian Jiu-Jitsu~~S$32, ~~Judo,~~900 ~~Karate,~~and ~~Boxing~~S$17,100 ~~Muay~~are ~~Thai,~~guaranteed ~~Wrestling,~~by ~~Jeet~~a ~~Kune~~director ~~Do,~~of ~~Taekwondo,~~the ~~Sanshou~~Company and ~~various~~bear ~~other~~an ~~forms~~effective ofinterest ~~martial arts. Unlike boxing,~~rate ~~where~~of ~~athletes~~2% ~~can~~and ~~only~~2% ~~strike~~per month, with ~~their~~12 ~~fists~~ and ~~can~~6 ~~only~~equal ~~target~~monthly ~~above~~repayment ~~the belt~~terms, ~~the~~respectively. As ~~fighters~~of inSeptember ~~MMA~~30, ~~can use punches~~2019, ~~kicks~~S$60, ~~elbows~~032($43,407) in ~~knee~~aggregate ~~strikes,~~was ~~takedowns~~past ~~and~~due ~~submissions~~for tothe ~~win~~two ashort ~~contest~~term loans.

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

~~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.~~16

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~~8. At ~~the~~Due ~~time~~to ~~of this report, the Company does not contemplate holding another event in 2018.~~shareholders

~~The~~As ~~first~~of ~~event~~June in30, ~~2018~~2019 ~~was~~and ~~held on April~~December 2931, 2018, atthe ~~Kerry~~amounts ~~Hotel~~due into ~~Shanghai.~~certain ~~The~~shareholders ~~event~~are ~~was broadcast live by Guangdong Sports TV~~$2,734,666 ~~other satellite TV stations~~ and ~~major social~~$2,849,410 ~~media~~respectively ~~platforms. The viewership for the event from television~~ and ~~social~~are ~~media~~unsecured, ~~respectively,~~interest ~~were 4~~free.~~06 million and 8.33 million.~~

~~The second event in 2018 took place at Guangzhou Tianhe Stadium in Guangzhou on May 30, 2018~~9. ~~The~~Stockholders’ event was broadcast live by Guangdong Sports TV and major satellite TV stations such as Tianjin Sports and Qinghai Satellite TV. The event was also broadcast live by major digital streaming platforms such as Youku, PP Sports and YY.com. The viewership for the event from television and social media, respectively, were 4.99 million and 8.15 million.deficit

~~Results~~During the six months ended June 30, 2018, the Company issued 1,103,000 shares of ~~Operations~~common stock to 12 individuals for net cash consideration of $962,145. The Company issued 1,453,860 shares of common stock with total value of $1,146,768 to two placement agents. The Company issued 20,400 shares of common stock with total value of $16,320 to AM International Pte. Ltd. The Company issued 926,000 shares of common stock with total value of $796,000 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 common stock issued for cash consideration.

~~For~~During January to June 2019, the Company issued 1,661,334 shares of common stock for net cash consideration of $1,589,900. The Company cancelled 100,000 shares ~~three~~of ~~months~~common ~~ended~~stock on September 3011, ~~2018~~2019. ~~compared~~The Company also issued 340,000 shares of common stock with ~~the~~total value of $340,000 to three individuals ~~months~~as ~~ended~~payments ~~September~~for 30professional services related to public relations and marketing, ~~2017~~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 recently issued for cash consideration.

~~Gross~~10. ~~Revenues~~Taxation

The Company ~~received revenues of $nil~~ and ~~$399,683~~its insubsidiaries file ~~the~~separate ~~three~~income ~~months~~tax ~~ended September 30, 2018 and three months ended September 30, 2017, respectively~~returns.

~~Operating~~United ~~Expenses~~States of America

~~Operating~~Rebel ~~expenses for~~Group, ~~the~~Inc. ~~three~~is ~~months~~incorporated ~~ended~~under ~~September~~the ~~30,~~laws ~~2018~~of ~~and~~the ~~three~~State ~~months~~of ~~ended~~Florida, ~~September~~and ~~30,~~is ~~2017~~subject ~~were~~to ~~$1,175,553~~U.S. ~~and~~federal ~~$509,559,~~corporate income ~~respectively~~tax. The ~~expenses~~State ~~for~~of ~~each~~Florida ~~such~~imposes ~~period~~corporate ~~consisted~~state ofincome ~~filing~~tax ~~fees,~~at ~~professional~~5.5%. ~~fees,~~As ~~payroll~~of ~~and~~June ~~benefits~~30, ~~and~~2019, ~~other~~future ~~general~~net ~~expenses. The~~operating ~~increase~~losses inof approximately ~~expenses~~$15.7 ~~was~~million ~~largely~~are ~~due~~available to anoffset ~~increase~~future inoperating ~~headcounts~~income ~~for~~through ~~operational expansion in China~~2037.

~~Net Loss~~17

~~Net~~REBEL ~~loss for the three months ended September 30~~GROUP, ~~2018 and three months ended September 30, 2017 were $1,294,684 and $126,040, respectively~~INC. Basic and diluted net loss per share amounted to $0.027 and $0.004 for the three months ended September 30, 2018 and three months ended September 30, 2017, respectively. The increase in net loss was due to operational expansion in China.

~~For~~NOTES ~~the nine~~TO ~~months~~UNAUDITED ~~ended~~CONDENSED ~~September~~CONSOLIDATED FINANCIAL ~~30, 2018 compared with the nine months ended September 30, 2017~~STATEMENTS

~~Gross~~(Stated ~~Revenues~~in US Dollars)

~~The~~10. ~~Company~~Taxation ~~received revenues of $223,783 in the nine months ended September 30, 2018 and $399,683 in the nine months ended September 30, 2017.~~(continued)

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

~~Operating~~The ~~expenses~~ GILTI income is eligible for a deduction, which lowers the ~~nine~~effective ~~months~~tax ~~ended~~rate ~~September~~to ~~30,~~10.5% for calendar years 2018 through 2025 and ~~nine~~13.125% ~~months~~after ~~ended~~2025. ~~September~~Under 30U.S. GAAP, ~~2017~~companies ~~were~~are ~~$3,591,624~~allowed ~~and~~to ~~$1,241,881,~~make ~~respectively. The~~an ~~expenses~~accounting policy election to either (i) account for ~~each~~GILTI ~~such~~as ~~period~~a ~~consisted~~component of ~~filing~~tax ~~fees,~~expense in ~~professional~~the ~~fees,~~period ~~payroll~~in ~~and~~which ~~benefits,~~a ~~and~~company ~~other~~is ~~general~~subject ~~expenses. For~~to the ~~nine~~rules ~~months~~– ~~ended~~the ~~September~~period ~~30,~~cost ~~2018~~method, ~~the~~or ~~operating~~(ii) ~~expenses~~account ~~mainly~~for ~~consisted~~GILTI ofin ~~payroll~~a ~~expenses~~company’s measurement ~~amounted~~of todeferred ~~$1,103,019, rental~~taxes ~~expenses~~– ~~amounted~~the todeferred ~~$191,156~~method. ~~and~~The ~~agents~~Company ~~and~~elected ~~professional~~to ~~fees~~account ~~amounted~~for toGILTI ~~$1,478,933~~in ~~related~~the toperiod ~~share~~the ~~issued~~tax is incurred. The ~~increase~~Company indid ~~expenses~~not ~~was~~generate ~~due~~any toGILTI ~~operational~~as ~~expansion~~of inJune ~~China~~30, 2019.

19 British Virgin Islands

~~Net~~Rebel ~~Loss~~FC and SCA Capital are incorporated in the British Virgin Islands and are not subject to income taxes under the current laws of the British Virgin Islands.

Net loss for the nine months ended September 30, 2018 and nine months ended September 30, 2017 were $5,395,817 and $884,937, respectively. Basic and diluted net loss per share were $0.116 and $0.03 for the nine months ended September 30, 2018 and nine months ended September 30, 2017, respectively. The increase in net loss was due to operational expansion in China.Singapore

~~Liquidity~~Pure Heart was incorporated in Singapore and ~~Capital~~is ~~Resources~~subject to Singapore corporate income tax at 17%.

OnPeople ~~September 30, 2018, we had a working capital deficit~~ of ~~$3,514,745~~Republic ~~and cash on hand of $35,342 as compared~~China ~~to working capital deficit of $1,739,033 and cash on hand of $40,372 as of December 31, 2017.~~(“PRC”)

~~Net~~Rebel ~~cash~~Shanghai ~~used~~and inQingdao ~~operating activities for~~Quanyao ~~the~~were ~~nine~~incorporated ~~months~~in ~~ended~~the ~~September~~PRC ~~30,~~and ~~2018~~are ~~was~~subject ~~$4,114,646 as compared~~ to ~~net~~statutory ~~cash~~Enterprise ~~used~~Income inTax ~~operating~~rate ~~activities~~ of ~~$2,745,246 for~~ the ~~nine~~PRC ~~months~~at ~~ended September 30, 2017~~25%. ~~The increase in net cash used in operating activities was primarily due to an increased net loss.~~

~~Net~~The ~~cash~~Company ~~provided~~has bya ~~financing~~number ~~activities~~of ~~for~~open tax years which include the ~~nine~~tax ~~months~~years ended ~~September~~December 3031, ~~2018~~2014, ~~was~~2015, $32016,~~958,181~~ as2017 ~~compared~~and 2018 that have not been filed. While it is often difficult to $2predict the final outcome or the timing of uncertain tax position,~~934,220~~ the Company believes that the accruals for the ~~nine~~income ~~months~~taxes ~~ended~~reflect ~~September~~the ~~30,~~most ~~2017~~likely outcome for the unfiled tax years. The ~~increase~~Company inhad ~~net~~approximately ~~cash~~$80,000 ~~provided~~and by$60,000 of ~~financing~~interest ~~activities~~and ~~was~~penalties ~~primarily~~accrued ~~due~~at toJune ~~increased~~30, ~~advances~~2019 ~~from~~and ~~related~~December ~~parties~~31, 2018, respectively.

OnBased ~~March~~upon ~~16, 2018,~~management’s ~~the~~assessment ~~Company~~of ~~entered~~all ~~into~~available aevidence, ~~Subscription~~the ~~Agreement~~Company ~~with~~believes athat ~~third-party~~it ~~investor. The Investor~~ is ~~expected~~more-likely-than-not tothat ~~remit~~the ~~three~~deferred ~~equal~~tax ~~installments of $1 million each~~assets, ~~totaling $3 million, in exchange~~ primarily for ~~such~~certain ~~numbers~~ of the ~~Company’s~~subsidiaries ~~common~~net ~~stock~~operating asloss ~~determined~~carry-forwards ~~pursuant to~~will ~~the~~not ~~terms~~be realizable; and ~~conditions~~therefore, ofa ~~the~~full ~~Subscription~~valuation ~~Agreement.~~allowance is Asestablished offor ~~the~~net ~~date~~operating ofloss ~~this~~carry-forwards. ~~report,~~The ~~the~~valuation ~~Company~~allowance ~~has~~for ~~not~~deferred ~~received~~tax ~~any~~assets ofwas ~~the installments~~$5,388,872 and ~~there~~$3,867,226 as of isJune no30, ~~guarantee~~2019 ~~that~~and ~~the~~December ~~Company~~31, ~~will receive them in the near future~~2018, ~~if ever~~respectively.

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 2019.18

~~The~~REBEL ~~Company~~GROUP, ~~also received financial support commitments from the Company’s related parties~~INC.

WeNOTES ~~believe~~TO ~~that~~UNAUDITED ~~available~~CONDENSED ~~cash and cash equivalents,~~CONSOLIDATED ~~together~~FINANCIAL 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 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, 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.STATEMENTS

~~Critical~~(Stated ~~Accounting~~in ~~Policies~~US ~~and Estimates~~Dollars)

~~Use~~10. ofTaxation ~~Estimates~~(continued)

The ~~preparation~~Company ofdoes ~~financial~~not ~~statements~~anticipate inany ~~conformity~~significant ~~with~~increase ~~accounting principles generally accepted in the United States of America requires management~~ to ~~make~~its ~~estimates and~~liability ~~assumptions~~for ~~that~~unrecognized ~~affect~~tax ~~the~~benefit ~~reported~~within ~~amounts of assets and liabilities and disclosure of contingent liabilities at dates of~~ the ~~financial~~next ~~statements~~12 ~~and the reported amounts of revenue and expenses during the periods~~months. ~~Actual~~The ~~results~~Company ~~could~~will ~~differ~~classify ~~from~~interest ~~these~~and ~~estimates.~~penalties ~~Our~~related ~~significant~~to ~~estimates~~income ~~and~~tax ~~assumptions~~matters, ~~include~~if ~~depreciation~~any, ~~stock-based~~in ~~compensation~~income ~~and the valuation allowance relating to the Company’s deferred~~ tax ~~assets~~expense.

	For the six months ended
	June 30, 2019		June 30, 2018
Income tax expense is comprised of:
Current income tax	$	20,000	$	-
Deferred income tax expense (benefit)		-		-
Total income taxes expense	$	20,000	$	-

~~Recently~~The ~~Issued~~Company’s ~~Accounting~~effective income ~~Pronouncements~~tax rates were 0% for the six month ended June 30, 2019 and 2018, respectively. Income tax mainly consists of foreign income tax at statutory rates and the effects of permanent and temporary differences.

~~Reference~~The isfollowing ~~made~~table to reconciles the ~~“Recent Accounting~~U.S. ~~Pronouncements”~~statutory inrates ~~Note 2~~ to the ~~Financial~~Company’s ~~Statements~~effective ~~included~~tax inrate ~~this~~as ~~report for information related to new accounting pronouncement, none~~ of ~~which~~June ~~had a material impact on our consolidated financial statements~~30, 2019 and ~~the~~December ~~future adoption of recently issued accounting pronouncements~~31, ~~which we do not expect will have a material impact on our consolidated financial statements~~2018.

Off-Balance Sheet Arrangements

	As of
	June 30, 2019			December 31, 2018

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

As(1) ofPermanent ~~September~~difference ~~30,~~consisted ~~2018,~~of wemainly doincome ~~not~~tax ~~have any off~~non-~~balance~~deductible ~~sheet~~items, ~~arrangements~~income tax penalty and interest.

~~ITEM~~Deferred 3income taxes are recognized for tax consequences in future years of differences between the tax bases of assets and liabilities and their reported amounts in the financial statements at each year-end and tax loss carry forwards. ~~QUANTITATIVE~~Deferred ~~AND~~income ~~QUALITATIVE~~tax ~~DISCLOSURES~~was ~~ABOUT~~measured ~~MARKET~~using ~~RISK~~the enacted income tax rates for the periods in which they are expected to be reversed. The tax effects of temporary differences that give rise to the following approximate deferred tax liabilities as of June 30, 2019, and December 31, 2018 are presented below:

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
	June 30, 2019		December 31, 2018

Unrealized fair value gains on long-term investment	$	-	$	278,634

The tax effects of temporary differences from continuing operations that give rise to the Company’s deferred tax assets are as follows:

	As of
	June 30, 2019			December 31, 2018

Net operating loss carryforwards in the PRC	$	1,755,277		$	1,663,913
Net operating loss carryforwards in Singapore		352,389			210,046
Net operating loss carryforwards in the US		3,281,206			1,993,267
Less: valuation allowance		(5,388,872	)		(3,867,226	)
End of period	$	-		$	-

REBEL GROUP, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

11.

Related party transactions

As at June 30, 2019 and December 31, 2018, amounts due to shareholders were $2,734,666 and $2,849,410 respectively which are unsecured, interest free due on demand and do not have a fixed repayment date.

A summary of changes in the amount due to the Chairman of the Company is as follows:

	As of
	June 30, 2019			December 31, 2018

Beginning of period	$	1,956,390		$	1,028,719
(Repayment) Advances for the period, net		(54,829	)		927,671
End of period	$	1,901,561		$	1,956,390

A summary of changes in the amount due to the CEO of the Company is as follows:

	As of
	June 30, 2019		December 31, 2018

Beginning of period	$	702,170	$	149,956
Advances for the period, net		58,560		552,214
End of period	$	760,730	$	702,170

A summary of changes in the amount due to two directors of the Company is as follows:

	As of
	June 30, 2019			December 31, 2018

Beginning of period	$	190,850		$	-
(Repayment) Advances for the period, net		(118,475	)		190,850
End of period	$	72,375		$	190,850

12.

Commitments and contingencies

Operating Lease

The Company’s subsidiaries lease administrative office space under various operating leases. Rent expense amounted to $45,031 and $129,809 for the six months ended June 30, 2019 and 2018, respectively. The rental expense for the three months ended June 20, 2019 and 2018 were $15,463 and $103,735, respectively.

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

Twelve months ending June 30,
2020		$	15,730

REBEL GROUP, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

12.

Commitments and contingencies (continued)

Legal Proceeding

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.

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, were 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 June 30, 2019 and June 30, 2018

Gross Revenues

The Company received revenues of $nil (unaudited) during the three months ended June 30, 2019 and $223,783 (unaudited) during the three months ended June 30, 2018.

The Company’s cost of revenue was $20,987 (unaudited) for the three months ended June 30, 2019, compared to that of $1,799,465 (unaudited) for the three months ended June 30, 2018. There was no MMA event held during the three months ended June 30, 2019, which explains the decrease in the Company’s cost of revenue.

Operating Expenses

Operating expenses for the three months ended June 30, 2019 and 2018 were $444,752 (unaudited) and $2,805,815 (unaudited), respectively. The operating expense include filing fees, professional service fees, payroll and benefits, and other general expenses. There was no MMA event held during the three months ended June 30, 2019, which explains the decrease in the Company’s operating expenses.

Net Loss

Net loss for the three months ended June 30, 2019 and 2018 were $490,884 (unaudited) and $2,603,738 (unaudited), respectively. Basic and diluted net loss per share for the three months ended June 30, 2019 and three months ended June 30, 2018 were $0.01 (unaudited) and $0.06 (unaudited), respectively.

For the six months ended June 30, 2019 and June 30, 2018

Gross Revenues

The Company received revenues of $nil (unaudited) during the six months ended June 30, 2019, compared to that of $223,783 (unaudited) during the six months ended June 30, 2018.

The Company’s cost of revenue was $21,766 (unaudited) in the six months ended June 30, 2019, compared to $1,862,314 (unaudited) in the six months ended June 30, 2018. There was no MMA event held during the six months ended June 30, 2019, which explains the decrease in the Company’s cost of revenue.

Operating Expenses

Operating expenses for the six months ended June 30, 2019 and the six month ended June 30, 2018 were $1,462,464 (unaudited) and $4,298,006 (unaudited), respectively. The operating expenses include filing fees, professional fees, payroll and benefits, and other general expenses. The decrease was due to there was no event held in the six months ended June 30, 2019.

Net Loss

Net loss for the six months ended June 30, 2019 and 2018 were $7,364,557 (unaudited) and $4,101,133 (unaudited), respectively. Basic and diluted net loss per share were $0.15 (unaudited) and $0.09 (unaudited) for the six months ended June 30, 2019 and 2018, respectively.

Liquidity and Capital Resources

As of June 30, 2019, we had a working capital deficit of $4,419,492 (unaudited) and cash and cash equivalents of $18,046 (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 six months ended June 30, 2019 was $1,434,574 (unaudited) as compared to net cash used in operating activities of $2,746,415 (unaudited) for the six months ended June 30, 2018. The decrease in net cash used in operating activities was primarily due to increase in payment to vendors.

Net cash provided by financing activities for the six months ended June 30, 2019 was $1,302,956 (unaudited), as compared to that of $2,609,598 (unaudited) for the six months ended June 30, 2018. The decrease in net cash provided by financing activities was primarily due to the decreased advances from related parties.

On July 12, July 23 and August 9, 2019, the Company entered into a series of Subscription Agreement (the “Subscription Agreements”) with four third party investor (the “Investors”). The Investors are expected to remit $1,210,000 in exchange for 806,667 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 $1,210,000 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 total value of $1,209,284 for employment benefit and 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 fair value of common stocks issued for cash consideration.

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 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\liabilities, 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 June 30, 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~~25

~~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 involved ain ~~summon~~various ~~for~~lawsuits aand ~~complaint~~legal ~~filed~~proceedings bywhich ~~Ofsink~~arise ~~on 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~~inherent ~~for its legal services~~uncertainties, ~~rendered~~and in an ~~aggregate~~adverse ~~amount of $252,822, and that it 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 outstanding 2litigation matters in the PRC indicated that a claim has been filed in a Shanghai court for a sum of RMB159,155. ~~UNREGISTERED~~The ~~SALES~~Company OFis presently ~~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~~During ~~applicable~~the period from January to June, 2019, the Company issued 1,661,334 shares of common stock for a net cash consideration of $1,589,900. 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

Filing Compare · Rebel Group, Inc.