UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

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

For the quarterly period ended ~~June~~September 30, 2019

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

For the transition period from __________ to __________

Commission File number 333-177786

REBEL GROUP, INC.

(Exact name of registrant as specified in charter)

Florida		45-3360079
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

7500A Beach Road, Unit 12-313, The Plaza Singapore 199591		199591
(Address of principal executive offices)		(Zip Code)

+6562941531

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

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

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

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

Indicate by check mark 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 ☒

~~Securities~~As of ~~registered~~November ~~pursuant~~19, to2019, ~~Section 12(b)~~there were 52,437,271 shares of ~~the~~common ~~Act:~~stock, $0.0001 par value, issued and outstanding.

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

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

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

INDEX

		Page
		Number
PART I
ITEM 1.	Financial Statements (unaudited)	1
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2223
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	2526
ITEM 4.	Controls and Procedures	2526
PART II
ITEM 1.	Legal Proceedings	2627
ITEM 1A.	Risk Factors	2627
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2627
ITEM 3.	Defaults Upon Senior Securities	2627
ITEM 4.	Mine Safety Disclosures	2627
ITEM 5.	Other Information	2627
ITEM 6.	Exhibits	2728
Signatures		2829

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

REBEL GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(Stated in US Dollars)

	As of
	June 30, 2019			December 31, 2018
	September 30, 2019			December 31, 2018
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	18395,~~046~~456		$	41,321
Restricted cash		21,972			-
Deposits		9,741			10,124
Deposits		10,142			10,124
Trade and other receivables, net		178,436			35,702
Trade and other receivables		41,290			35,702
Due from related party		41,937			-
Total current assets		91625,~~450~~570			87,147
Property and equipment, net		1513,~~990~~627			23,846
Intangible assets, net		6964,~~427~~265			83,667
Long-term investment		-			1,326,831
TOTAL ASSETS	$	~~176~~703,~~867~~462		$	1,521,491
COMMITMENTS AND CONTINGENCIES
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Convertible loans	$	~~452~~1,~~752~~433,468		$	449,600
Short-term loans		~~244~~146,~~210~~516			296,576
Accrued expenses		~~108~~86,~~816~~867			102,237
Trade and other payables		~~889~~803,~~842~~376			1,185,207
Due to shareholders		2,734,666			2,849,410
Due to related parties		48,350			190,850
Income taxes payable		80,656			60,653
Due to shareholders		2,333,734			2,658,560
Total current liabilities		4,510,942			4,943,683
Income taxes payable		80,642			60,653
Total current liabilities		4,932,953			4,943,683
Deferred tax liabilities		-			278,634
TOTAL LIABILITIES	$	4,~~510~~932,~~942~~953		$	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)		-			-
Preferred stock ($0.0001 par value; authorized 100,000,000 shares, none issued and outstanding at September 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
Common stock ($0.0001 par value; authorized 500,000,000 shares, 52,237,271 and 48,319,986 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively)		5,224			4,832
Additional paid-in capital		1113,~~298~~717,~~754~~847			11,384,592
Accumulated deficit		(1518,~~735~~078,~~086~~426	)		(8,370,529	)
Accumulated other comprehensive loss		97,225			(6,719,721	)
Accumulated other comprehensive income (loss)		125,864			(6,719,721	)
Total shareholders’ deficit		(4,~~334~~229,~~075~~491	)		(3,700,826	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	~~176~~703,~~867~~462		$	1,521,491

See accompanying notes to unaudited condensed consolidated financial statements

REBEL GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(Stated in US Dollars)

	For the three months ended June 30,						For the six months ended June 30,
	For the three months ended September 30,						For the nine months ended September 30,
	2019			2018			2019			2018
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Revenues, net	$	-139,834		$	~~223,783~~-		$	-139,834		$	223,783
Operating expenses
Cost of sales		(20587,~~987~~143	)		(140,~~799,465~~352	)		(21608,~~766~~909	)		(1,~~862~~902,~~314~~667	)
Depreciation and amortization expenses		(75,~~577~~727	)		(10,~~244~~124	)		(2228,~~650~~377	)		(1929,~~620~~744	)
General and administrative expenses		(~~416~~1,~~188~~916,150	)		(~~996~~1,~~106~~175,553	)		(13,~~418~~334,~~048~~198	)		(23,~~416~~591,~~072~~624	)
Loss from operations		(~~444~~2,~~752~~369,186	)		(21,~~582~~226,~~032~~029	)		(13,~~462~~831,~~464~~650	)		(45,~~074~~300,~~223~~252	)
Other (expenses) income
Other income (expenses)
Convertible loan interest		(1110,~~952~~921	)		(1011,~~090~~108	)		(2333,~~013~~934	)		(2031,~~578~~686	)
Bank loan interest		~~(18~~7,~~325~~921	)		(1235,~~350~~475	)		(4234,~~560~~639	)		(1247,~~350~~825	)
Interest income		15			~~734~~2,962			611			68,~~018~~980
Recognized loss from changes in fair value as a result of investment disposition		-			-			(5,766,462	)		-
Other expense		(15,856	)		-			(50,064	)		-
Other income (expenses)		28,841			(4,107	)		(21,223	)		(4,107	)
Total other expenses		(46,132	)		(21,706	)		(5,882,093	)		(26,910	)
Total other income (expenses)		25,846			(47,728	)		(5,856,247	)		(74,638	)
Loss before income tax expenses		(490,884	)		(2,603,738	)		(7,344,557	)		(4,101,133	)
Loss before income tax expenses (benefits)		(2,343,340	)		(1,273,757	)		(9,687,897	)		(5,374,890	)
Income tax expenses		-			-			(20,000	)		-
Income tax		-			(20,927	)		(20,000	)		(20,927	)
Net loss		(~~490~~2,~~884~~343,340	)		(21,~~603~~294,~~738~~684	)		(79,~~364~~707,~~557~~897	)		(45,~~101~~395,~~133~~817	)
Other comprehensive gain (loss)
Other comprehensive income (loss)
Foreign currency translation adjustments		~~110~~28,~~036~~639			~~114~~(204,~~701~~116	)		83111,~~143~~782			~~122~~(81,~~290~~826	)
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	)
Change in fair value related to long-term investment, net of tax of $2,475,843 and $680,925 for the nine and three months ended September 30, 2018		-			(3,501,161	)		-			(9,313,887	)
Other comprehensive gain (loss)		110,036			(3,238,913	)		83,143			(5,690,436	)
Other comprehensive income (loss)		28,639			(3,705,277	)		111,782			(9,395,713	)
Total comprehensive loss	$	(~~380~~2,~~848~~314,701	)	$	(54,~~842~~999,~~651~~961	)	$	(79,~~281~~596,~~414~~115	)	$	(914,791,~~569~~530	)
Loss per share
Basic and diluted loss per common share	$	(0.01045	)	$	(0.06027	)	$	(0.15193	)	$	(0.09117	)
Basic and diluted weighted average common shares outstanding		5051,~~286~~779,~~924~~013			4647,~~052~~083,~~857~~630			4950,~~661~~375,~~817~~304			4546,~~623~~115,~~750~~724

See accompanying notes to unaudited condensed consolidated financial statements

REBEL GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(Unaudited)

(Stated in US Dollars)

	For the three and six months ended June 30, 2019
	For the three and nine months ended September 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	)
Net loss		-		-		-			(2,343,340	)		-			(2,343,340	)
Issuance of shares for cash		706,667		71		1,209,930			-			-			1,210,001
Issuance of shares for services		1,209,284		121		1,209,163			-			-			1,209,284
Foreign currency adjustment		-		-		-			-			28,639			28,639
Balance, September 30, 2019 (unaudited)		52,237,271	$	5,224	$	13,717,847		$	(18,078,426	)	$	125,864		$	(4,229,491	)

See accompanying notes to unaudited condensed consolidated financial statements

REBEL GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’EQUITY/ (DEFICIT)

(Unaudited)

(Stated in US Dollars)

	For the three and six months ended June 30, 2018
	For the three and nine months ended September 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
Net loss		-		-		-			(1,294,684	)		-			(1,294,684	)
Issuances of shares for cash		1,519,609		152		1,647,034			-			-			1,647,186
Issuances of shares for services		74,333		7		74,326			-			-			74,333
Issuances of shares for placements		-		-		-			-			-			-
Unrealized loss on investment, net of tax of $891,467		-		-		-			-			(3,501,161	)		(3,501,161	)
Foreign currency adjustment		-		-		-			-			(204,116	)		(204,116	)
Balance, September 30, 2018 (unaudited)		47,873,810	$	4,787	$	11,064,592		$	(112,333	)	$	(5,323,833	)	$	5,633,213

See accompanying notes to unaudited condensed consolidated financial statements

REBEL GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Stated in US Dollars)

	For the six months ended June 30,
	For the nine months ended September 30,
	2019			2018
	(Unaudited)			(Unaudited)
Cash flows from operating activities:
Net loss	$	(79,~~364~~707,~~557~~896	)	$	(45,~~101~~395,~~133~~817	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock compensation		~~340~~1,~~000~~549,284			~~796~~870,~~000~~333
Depreciation and amortization expense		2228,~~650~~377			1929,~~620~~744
Provision for doubtful accounts		1621,~~103~~473			-
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		(21142,~~638~~723	)		(~~374~~254,~~878~~522	)
Accrued expenses		6(15,~~579~~370	)		~~953~~53,~~361~~486
Trade and other payables		(~~220~~261,~~173~~258	)		~~(29~~589,~~844~~239	)
Trade and other receivables - related party		-(42,500	)		~~(1,508~~746	)
Taxes payable		20,000			(87,~~033~~855	)
Net cash used in operating activities		(12,~~434~~784,~~574~~151	)		(24,~~746~~114,~~415~~646	)
Cash flows from investing activities:
Purchases of equipment		-(220	)		(1820,~~974~~403	)
Net cash used in investing activities		-(220	)		(1820,~~974~~403	)
Cash flows from financing activities:
Proceeds from the issuances of common stock		12,~~589~~799,~~900~~901			~~962~~2,~~145~~609,332
Deposits		-			23(30,~~822~~000	)
Proceeds from convertible loans		-990,594			-
Proceeds from term loan		-58,621			~~346~~210,~~754~~404
Repayments of term loan		(~~151~~256,~~199~~060	)		~~(26,118~~-	)
Advances from related parties		(135,745	)		1,302,995
Advances to directors		-			(766,675	)
Net cash provided by financing activities		1,302,956			2,609,598
Advances from related parties		(437,306	)		1,935,120
Decrease in cash, cash equivalents and restricted cash		(131,618	)		(155,791	)
Net cash provided by financing activities		3,155,750			3,958,181
Effect of foreign currency translation		130,315			142,400
Decrease in cash and cash equivalents		371,379			(176,868	)
Cash, cash equivalents and restricted cash at beginning of period		41,321			40,372
Effect of foreign currency translation		(17,244	)		171,838
Cash, cash equivalents and restricted cash at end of period	$	40,018		$	26,981
Cash and cash equivalents at beginning of period		41,321			40,372
Cash and cash equivalents at end of period	$	395,456		$	35,342
Supplemental cash flow disclosures:
Cash paid for interest	$	615,~~317~~933		$	3279,~~928~~511
Cash paid for income tax		-			-
Significant non-cash transactions:
Unrealized fair value (loss) gain on long-term investment	$	-		$	(7,357,881	)
Unrealized fair value loss on long-term investment	$	-		$	(11,789,730	)
Long-term investment distributed to shareholders		2,015,538			-

~~The following table provide a reconciliation~~See ofaccompanying ~~cash,~~notes ~~cash 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~~financial ~~of cash flows:~~statements

	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

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

5NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

~~NOTES~~1. TOOrganization ~~UNAUDITED~~and ~~CONDENSED~~nature ~~CONSOLIDATED FINANCIAL~~of ~~STATEMENTS~~operations

Rebel Group, Inc. (~~Stated~~f/k/a inInception Technology USGroup, ~~Dollars~~Inc., also known as Rebel Fighting Championship, its trade name, 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 rights to distribute to television stations, videos of its MMA events. The Company seeks to promote MMA in Asian countries by hosting events that attract talented fighters from all over the world.

1On June 21, 2017, Pure Heart Entertainment Pte Ltd. ~~Organization~~(“Pure Heart”) formed Rebel Shanghai Limited in Shanghai, China in order to acquire Qingdao Quanyao Sports Consulting Co., Ltd., a company organized under the laws of the PRC (“Qingdao Quanyao”) and ~~nature~~to facilitate the Company’s planned business expansion in the southern part of ~~operations~~the PRC.

~~Rebel~~On ~~Group,~~October ~~Inc. (f/k/a Inception Technology Group~~1, ~~Inc.~~2017, ~~also known as Rebel Fighting Championship, its trade name~~ the “Company”) ~~was~~entered into ~~incorporated~~a ~~under the~~Share ~~laws~~Transfer ofAgreement (the ~~State~~“Share ofTransfer ~~Florida on September 13, 2011. The Company organizes, promotes and hosts mixed martial arts (“MMA~~Agreement”) ~~events~~ ~~featuring~~with ~~top~~Naixin ~~level athletic talent. With assistance from contracted production crews~~Qi, ~~the~~who ~~Company~~was ~~also produces and distributes, through~~ the ~~internet~~sole ~~and~~shareholder ~~social media, and sells the rights to distribute to television stations, videos~~ of ~~its MMA events. The~~Qingdao ~~Company seeks to promote MMA in Asian countries by hosting events that attract talented fighters from all over the world~~Quanyao.

OnPursuant ~~June~~to ~~21,~~the ~~2017,~~Share Transfer Agreement, Pure Heart, ~~Entertainment Pte~~through ~~Ltd.~~a wholly foreign owned entity (~~“Pure~~the ~~Heart~~“WOFE”) ~~formed~~agreed ~~Rebel~~to ~~Shanghai~~acquire ~~Limited~~100% inof ~~Shanghai~~the outstanding equity interests of Qingdao Quanyao from the Shareholder for a purchase price of $7,000,000 ~~China~~(the in“Purchase ~~order~~Price”) toincluding: ~~acquire~~(i) the forgiveness of debt owed by Qingdao Quanyao Sports Consulting Co., Ltd., a company organized under the laws of PRC (“Quanyao), to Pure Heart as of October 1, 2017, in the ~~PRC~~amount of approximately $2,825,000 (the “~~Qingdao~~Forgiven ~~Quanyao~~Debts”) and to(ii) ~~facilitate~~12,000,000 shares (of common stock of the Company~~’s planned~~ ~~business~~(“Common ~~expansion~~Stock”), inpar value $0.0001 per share (the ~~southern~~“Shares”) ~~part~~(See Note of3 to the ~~PRC~~consolidated financial statements for further details).

OnQingdao ~~October~~Quanyao 1,holds ~~2017,~~50% of the ~~Company entered~~issued ~~into~~shares aof ~~Share~~Qingdao ~~Transfer~~Leibo ~~Agreement~~Sports ~~(the~~Culture ~~“Share~~Co., ~~Transfer~~Ltd. ~~Agreement~~(“Leibo”) ~~with Naixin Qi, who was the sole shareholder of Qingdao Quanyao~~.

Pursuant to the Share Transfer Agreement, Pure Heart, through a wholly foreign owned entity (the “WOFE”) agreed to acquire 100% of the outstanding equity interests of Qingdao Quanyao from the Shareholder for a purchase price of $7,000,000 (the “Purchase Price”) including: (i) the forgiveness of debt owed by Qingdao Quanyao Sports Consulting Co. Ltd, a company organized under the laws of PRC (“Quanyao), to Pure Heart as of October 1, 2017, in the amount of approximately $2,825,000 (the “Forgiven Debts”) and (ii) 12,000,000 shares (of common stock of the Company (“Common Stock”), par value $0.0001 per share (the “Shares”) (See Note 3 to the consolidated financial statements for further details).6

~~Qingdao Quanyao holds 50% of the~~REBEL ~~issued shares of Qingdao Leibo Sports Culture Co.~~GROUP, ~~Ltd~~INC. ~~(“Leibo”) since January 8, 2015, the date of Leibo’s incorporation.~~

6NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

~~NOTES~~2. TOSummary ~~UNAUDITED~~of ~~CONDENSED~~principal ~~CONSOLIDATED FINANCIAL~~accounting ~~STATEMENTS~~policies

~~(Stated~~Basis of inpresentation USand ~~Dollars)~~consolidation

2.The consolidated ~~Summary~~financial statements of ~~principal~~the Company and its subsidiaries are prepared and presented in accordance with accounting principles ~~policies~~generally accepted in the United States (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”).

~~Basis~~All significant ofinter-company ~~presentation~~transactions and balances have been eliminated upon consolidation.

The ~~consolidated~~ unaudited interim financial ~~statements~~information as of ~~the~~September ~~Company~~30, 2019 and ~~its~~for ~~subsidiaries~~the ~~are~~nine months ended September 30, 2019 and 2018 have been prepared without audit, pursuant to the rules and ~~presented~~regulations inof ~~accordance~~the ~~with~~SEC ~~accounting~~and ~~principles~~pursuant ~~generally~~to Regulation S-X. ~~accepted~~Certain information and footnote disclosures, which are normally included in ~~the~~annual ~~United~~financial ~~States~~statements (“prepared in accordance with U.S. GAAP”), ~~and~~have been omitted pursuant to ~~the~~those rules and regulations. ofThe unaudited interim financial information should be read in conjunction with the ~~U.S.~~audited ~~Securities~~financial statements and ~~Exchange~~the notes thereto, included in the Form ~~Commission~~10-K (“for the fiscal year ended December 31, 2018, which was filed with the SEC”) on September 3, 2019.

~~All~~In ~~significant~~the ~~inter-company~~opinion of ~~transactions~~management, all adjustments (including normal recurring adjustments) necessary to present a fair statement of the Company's unaudited financial position as of September 30, 2019, its unaudited results of operations for the three and ~~balances~~nine months ended September 30, 2019 and 2018, and its unaudited cash flows for the nine months ended September 30, 2019 and 2018, as applicable, have been ~~eliminated~~made. ~~upon~~The ~~consolidation~~unaudited interim results of operations are not necessarily indicative of the operating results for the full fiscal year or any future periods.

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 assets and the satisfaction of liabilities in the normal course of business. ~~The fiscal year end is December 31.~~

Liquidity, and Going Concern

On September ~~June~~ 30, 2019, the Company had a working capital deficit of $4,~~419~~307,~~492~~383 (unaudited) and cash on hand of $18395,~~046~~456 (unaudited) , as compared to the working capital deficit of $4,856,536 and the cash on hand of $41,321 as of December 31, 2018.

Net cash used in operating activities for the ~~six~~nine months ended ~~June~~September 30, 2019 was $12,~~454~~784,~~574~~151 (unaudited), as compared to the net cash used in operating activities of $24,~~746~~114,~~415~~ 646 (unaudited) for the ~~six~~nine months ended ~~June~~September 30, 2018. The decrease in net cash used in operating activities was primarily due to a ~~decreased~~decrease ~~net~~in loss from operations.

Net cash provided by financing activities for the ~~six~~nine months ended ~~June~~September 30, 2019 was $13,~~302~~155,~~956~~750 (unaudited), as compared to that of $23,~~609~~958,~~598~~181 (unaudited) for the ~~six~~ nine months ended ~~June~~September 30, 2018. The decrease in net cash provided by financing activities was primarily due to decreased advances from related parties.

As of ~~June~~September 30, 2019, our accumulated deficits was $1518,~~735~~078,~~086~~426 (unaudited). Our operating results for future periods are subject to numerous uncertainties and it is uncertain if we will be able to ~~achieve~~maintain profitability and ~~continue~~continued 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~~maintain profitability.

InThe Company’s ~~order~~actions to improve ~~the~~operation efficiency of, ~~our~~cost ~~operations~~reduction, ~~reduce costs~~ and develop core cash-generating business, weinclude ~~may~~the following: ~~need~~seeking ~~to seek~~ advances from the major shareholders, ~~seek~~ pursuing additional public and/or private issuance of securities, asand looking ~~well as look~~ for strategic business partners to optimize our operations.

On September ~~July~~13, 122019, ~~July~~the 23CEO of the Company and ~~August~~one ~~9, 2019,~~third-party investor (“the ~~Company~~Investor”) entered into ~~several~~an ~~Subscription~~investment agreement ~~Agreements~~to (extend $3 million to the Company for hosting Rebel 10 event (“~~Subscription~~Rebel ~~Agreements~~10 event”) ~~with~~in ~~four~~December ~~third-party~~2019. Based ~~investors~~on (the ~~“Investors”)~~agreement, ~~according~~the tofunding ~~which~~is ~~the~~comprised ~~Investors~~of ~~will~~a ~~pay~~ $1~~,210,000~~.5 inmillion ~~exchange~~1-year ~~for~~convertible ~~806,667~~loan ~~shares~~with an interest rate of 8% per annum. The investor may convert the entire principal amount into 1,500,000 shares of Company'’s common stock. Asat ofany time for the ~~date~~period commencing ofSeptember ~~this~~13, ~~quarterly~~2019 ~~report~~and ending on ~~Form~~September ~~10-Q~~12, 2020. The Investor is expected to pay the ~~Investors~~other ~~have~~$1.5 ~~received~~million ~~806,667~~in ~~shares~~exchange for such numbers of the Company’s common stock ~~and~~as determined pursuant to the ~~Company~~terms ~~has~~and ~~yet~~conditions toof ~~receive~~the ~~any~~investment ~~payments~~agreement. The Company ~~expects~~received ~~to receive~~ the Investor’s payments ~~in full~~of by$1,000,000 ~~December~~on 31September 23, 2019 and $500,000 on October 19, 2019.

~~On September 13, 2019, the CEO of~~The ~~the~~ Company ~~and~~also ~~one~~received ~~third-party~~financial ~~investor~~support ~~(“the~~commitments ~~Investor”)~~from ~~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 Company’s ~~common~~related ~~stock at any time through September 12, 2020~~parties. ~~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.~~

~~The~~We believe ~~Company believes~~ that available cash and cash equivalents, together with ~~the~~ actions as mentioned above, should enable ~~the~~us ~~Company~~ to meet ~~presently~~ anticipated ~~cash~~ cash needs for at least the next 12 months after the date that the financial statements ~~are~~of this Form 10-Q is issued. However, if ~~the~~we ~~Company~~are is unable to obtain the necessary additional capital on a timely basis and on acceptable terms, itwe will be unable to implement our ~~its~~ current plans for expansion, repay debt obligations or respond to competitive market pressures. ~~Any~~This ofwill ~~these factors would~~ have anegative ~~material adverse~~influence ~~effect~~upon onour ~~its~~ business, prospects, financial condition and results of operations and may raise substantial doubts about ~~the~~our ability ~~of the Company~~ to continue as a going concern. The unaudited condensed consolidated financial statements for the ~~six~~nine months ended ~~June~~ September 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~~from ~~inability of~~ the Company’s inability to continue as a going concern.

REBEL GROUP, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

2.	Summary of principal accounting policies (continued)

Revenue recognition

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

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

Advertising and sponsorships: through the advertising and sponsorship agreements with customers, the Company offers a full range of the promotional vehicles, ~~including~~ which include online and print advertising, on-air announcements, and ~~special~~public ~~appearances~~appearance events led 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.

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

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

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

	For the three months ended June 30,				For the six months ended June 30,
	For the three months ended September 30,				For the nine months ended September 30,
	2019		2018		2019		2018
Sponsorships	$	-139,612	$	~~222,271~~-	$	-139,612	$	222,271
Other		-222		~~1,512~~-		-222		1,512
	$	-139,834	$	~~223,783~~-	$	-139,834	$	223,783

REBEL GROUP, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

2.	Summary of principal accounting policies (continued)

Use of estimates

The preparation of the ~~combined~~ consolidated 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~~liabilities. Actual results could differ from those estimates.

Cash and cash equivalents

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

~~Restricted~~Allowance for ~~cash~~doubtful accounts

~~Restricted~~An allowance ~~cash~~for ~~represents~~doubtful ~~deposits not~~accounts ~~readily~~is ~~available~~recorded toin the ~~Company.~~period ~~Restricted~~in ~~cash~~which asa loss is determined to be probable based on an assessment of ~~June~~specific 30evidence indicating doubtful collection, ~~2019~~historical ~~represented~~experience, ~~cash~~account ~~frozen~~balance ~~for~~aging aand ~~court~~prevailing ~~decision~~economic conditions. Allowance is reversed when the underlying balance of doubtful accounts are subsequently collected. Accounts receivable balances are written-off after all collection efforts have been exhausted.

~~Allowance for doubtful accounts~~9

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

9NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

~~NOTES~~2. TOSummary ~~UNAUDITED~~of ~~CONDENSED~~principal ~~CONSOLIDATED FINANCIAL~~accounting ~~STATEMENTS~~policies (continued)

~~(Stated~~Fair value inof USfinancial ~~Dollars)~~instruments

2Fair value information of financial instruments requires disclosure, whether or not recognized in the balance sheets, for which it is practicable to estimate that value. ~~Summary~~In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of ~~principal~~future ~~accounting~~cash ~~policies~~flows. ~~(continued)~~In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instruments. Certain financial instruments and all nonfinancial assets and liabilities are excluded from fair value disclosure requirements. Accordingly, the aggregate fair value amounts do not represent the underlying value of the Company.

~~Fair~~Level ~~value~~1 ofinputs ~~financial~~to ~~instruments~~the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

~~Fair~~Level ~~value~~2 ~~information~~inputs ofto ~~financial instruments requires disclosure, whether or not recognized in~~ the ~~balance~~valuation ~~sheets,~~methodology ~~for~~include ~~which it is practicable to estimate that value. In cases where~~ quoted ~~market~~ prices ~~are~~for ~~not~~similar ~~available,~~assets ~~fair~~and ~~values~~liabilities ~~are~~in ~~based~~active onmarkets, ~~estimates~~and ~~using~~inputs ~~present~~that ~~value or other valuation techniques. Those techniques~~ are ~~significantly~~observable ~~affected~~for by the ~~assumptions~~assets ~~used,~~or ~~including the discount rate and estimates of future cash flows. In that regard~~liability, ~~the~~either ~~derived~~directly ~~fair~~or ~~value estimates cannot be substantiated by comparison to independent markets and~~indirectly, in ~~many~~for ~~cases,~~substantially ~~could~~the ~~not~~full beterm ~~realized in immediate settlement~~ of the ~~instruments. Certain~~ financial instruments ~~and all nonfinancial assets and liabilities are excluded from fair value disclosure requirements~~. ~~Accordingly, the aggregate fair value amounts do not represent the underlying value of the Company.~~

Level 13 inputs to the valuation methodology are ~~quoted~~unobservable ~~prices~~and ~~(unadjusted)~~significant ~~for~~to ~~identical~~the ~~assets~~fair ~~or liabilities in active markets~~value.

~~Level~~As of 2September ~~inputs~~30, to2019 ~~the~~and ~~valuation~~December ~~methodology~~31, ~~include~~2018, ~~quoted~~financial ~~prices~~instruments ~~for~~of ~~similar~~the ~~assets~~Company ~~and~~primarily ~~liabilities~~consist inof ~~active~~cash, ~~markets~~cash equivalents, ~~and~~other ~~inputs~~receivables, ~~that~~and ~~are~~accrued ~~observable for the assets or liability~~expenses, ~~either~~of ~~directly~~which orthe ~~indirectly,~~carrying ~~for~~amounts ~~substantially~~approximated ~~the~~their ~~full~~fair ~~term~~values ofdue ~~the~~to their ~~financial~~generally ~~instruments~~short maturities.

~~Level~~Foreign currency 3translation ~~inputs to the valuation methodology are unobservable~~ and ~~significant to the fair value.~~transactions

AsThe reporting currency of ~~June~~the ~~30,~~Company ~~2019~~is ~~and~~United ~~December 31,~~States ~~2018~~Dollars (“US$”), ~~financial~~which ~~instruments~~is ofalso the Company’s ~~primarily~~functional ~~comprise~~currency. The ofSingapore ~~cash,~~and ~~cash~~PRC ~~equivalents,~~subsidiaries ~~restricted~~maintain ~~cash,~~their ~~other~~books ~~receivables, accrued~~and ~~expenses,~~records ~~which~~in ~~the~~its ~~carrying~~local ~~amounts~~currency, ~~approximated~~the ~~their~~Singapore ~~fair~~dollar ~~values~~(“SGD”) and ~~because~~Renminbi ~~of their generally short maturities~~(“RMB”).

~~Foreign~~Transactions in foreign currencies other than functional currencies are initially recorded at the functional currency ~~translation~~rate ruling at the date of transaction. Any differences between the initially recorded amount and ~~transactions~~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.

The Company ~~reporting~~translated ~~currency of~~ the ~~Company is~~assets ~~United~~and ~~States~~liabilities ~~Dollars~~into (“US~~$”),~~ ~~which~~dollars using isthe ~~also~~rate ~~the~~of ~~Company’s~~exchange ~~functional~~prevailing ~~currency.~~at ~~The~~the ~~Singapore~~applicable balance sheet date and ~~PRC~~the ~~subsidiaries maintain~~statements ~~their~~of ~~books~~income and ~~records~~cash inflows ~~their~~are ~~respective~~translated ~~local~~at ~~currency,~~an ~~the~~average ~~Singapore~~rate ~~dollar~~during ~~(“SGD”)~~the ~~and~~reporting ~~Renminbi (“RMB”),~~period. Adjustments ~~which~~resulting ~~are~~from ~~functional~~ the ~~primary~~translation ~~currencies~~are recorded in ~~Singapore~~investors’ ~~and~~equity ~~China~~as part of accumulated other comprehensive income.

Transactions in foreign currencies other than functional currencies are initially recorded at the functional currency rate ruling at the date of transaction. Any differences between the initially recorded amount and the 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.10

~~The Company translated the assets~~REBEL ~~and~~GROUP, 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 periodINC. ~~Adjustments resulting from the translation are recorded in investors’ equity as part of accumulated other comprehensive income.~~

10NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

~~NOTES~~2. TOSummary ~~UNAUDITED~~of ~~CONDENSED~~principal ~~CONSOLIDATED FINANCIAL~~accounting ~~STATEMENTS~~policies (continued)

~~(Stated in US Dollars)~~Income taxes

2Deferred 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. ~~Summary~~Under this method, deferred income taxes are recognized for the tax consequences in future years of ~~principal~~differences ~~accounting~~between ~~policies~~the ~~(continued)~~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. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

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

~~Deferred tax assets and liabilities~~Earnings ~~are~~(loss) ~~recognized~~per 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. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.share

~~Entities should recognize in~~Basic ~~the~~earnings ~~consolidated~~(loss) ~~financial~~per ~~statements~~share ~~the impact of a tax position, if that position~~ is ~~more likely than not of being sustained upon examination,~~ based on the ~~technical~~weighted ~~merits~~average number of ~~the~~common ~~position.~~shares ~~Recognized~~outstanding ~~income~~during ~~tax~~the ~~positions~~period ~~are~~while ~~measured at~~ the ~~largest amount~~effects ~~that is greater than 50% likely~~ of ~~being~~potential ~~realized.~~common ~~Changes~~shares inoutstanding ~~recognition~~during orthe ~~measurement~~period are ~~reflected~~included in ~~the~~diluted ~~period~~earnings inper ~~which the change in judgment occurs~~share. The ~~Company~~average ~~has~~market price ~~elected~~during tothe ~~classify~~year ~~interest~~is ~~and~~used ~~penalties related~~ to ~~unrecognized~~compute ~~tax~~equivalent ~~benefits, if and when required, as part of income tax expense in the statements of operations~~shares.

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

~~Basic earnings (loss) per share~~Plant isand 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.equipment

~~Employee equity share options,~~Plant ~~non-vested shares~~ and ~~similar~~equipment ~~equity instruments granted to employees~~ are ~~treated~~recorded asat ~~potential common shares in computing diluted earnings per share~~cost. ~~Diluted~~Significant ~~earnings~~additions ~~per~~or ~~share~~improvements ~~should~~extending beuseful ~~based~~lives ~~on the actual number~~ of ~~options~~assets orare ~~shares~~capitalized. ~~granted~~ Maintenance and ~~not~~repairs ~~yet~~are ~~forfeited, unless~~charged ~~doing~~to soexpense ~~would~~as ~~be anti-dilutive~~incurred. ~~The~~Depreciation ~~Company~~is ~~uses~~computed using the ~~“treasury~~straight-line ~~stock”~~ method ~~for~~over ~~equity~~the ~~instruments~~estimated ~~granted~~useful inlives ~~share-based~~as ~~payment transactions.~~follows:

~~Plant~~Equipment ~~and~~3 ~~equipment~~- 5 years

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

~~Equipment~~Intangible assets, 3comprising 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 5method over the estimated useful lives of 10 years.

~~Intangible assets~~11

~~Intangible assets, comprising~~REBEL ~~trade mark and other intangible assets~~GROUP, ~~which are separable from the fixed assets, are stated at cost less accumulated amortization~~INC. ~~Amortization is computed using the straight-line method over the estimated useful lives of 10 years.~~

11NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

~~NOTES~~2. TOSummary ~~UNAUDITED~~of ~~CONDENSED~~principal ~~CONSOLIDATED FINANCIAL~~accounting ~~STATEMENTS~~policies (continued)

~~(Stated~~Impairment of inlong-lived ~~US Dollars)~~assets

2The Company reviews its long-lived assets, 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. ~~Summary~~When these events occur, the Company measures impairment by comparing the carrying values of ~~principal~~the ~~accounting~~long-lived ~~policies~~assets ~~(continued)~~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.

~~Impairment of long-lived~~Concentrations ~~assets~~and risks

~~The Company reviews its long~~-~~lived assets,~~ ~~including~~Foreign ~~property~~currency 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.risk

~~Concentrations~~A majority of the Company’s expense transactions are denominated in RMB and ~~risks~~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.

-Our functional ~~Foreign~~ currency ~~risk~~is the RMB and Singapore dollars in subsidiaries in China and Singapore, respectively, and our financial statements are presented in U.S. dollars. 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.

ATo the ~~majority~~extent ofthat the Company~~’s expense~~ ~~transactions~~needs ~~are~~to ~~denominated~~convert inU.S. ~~RMB~~dollars ~~and~~into aRMB ~~significant~~for ~~portion~~capital ofexpenditures ~~the Company~~ and ~~its~~working ~~subsidiaries’~~capital ~~assets~~ and ~~liabilities~~other business ~~are~~purposes, ~~denominated~~appreciation inof RMB. ~~RMB~~against isU.S. ~~not~~dollar ~~freely~~would ~~convertible~~have ~~into~~an ~~foreign~~adverse ~~currencies.~~effect Inon the ~~PRC,~~RMB ~~certain~~amount ~~foreign~~the ~~exchange~~Company ~~transactions are~~would ~~required~~receive byfrom the ~~law~~conversion. toConversely, beif ~~transacted~~the ~~only~~Company bydecides ~~authorized~~to ~~financial~~convert ~~institutions~~RMB atinto ~~exchange~~U.S. ~~rates~~dollar ~~set~~for by the ~~People’s~~purpose ~~Bank~~ of ~~China~~making ~~(“PBOC”).~~payments ~~Remittances~~for individends, strategic ~~currencies~~acquisition ~~other~~or ~~than~~investments ~~RMB~~or byother ~~the~~business ~~Company~~purposes, inappreciation ~~China~~of ~~must~~U.S. bedollar ~~processed~~against ~~through~~RMB ~~the~~would ~~PBOC or~~have ~~other~~a ~~China~~negative effect ~~foreign~~on ~~exchange~~the ~~regulatory~~U.S. ~~bodies~~dollar ~~which~~amount ~~require~~available ~~certain supporting documentation in order~~ to ~~affect~~ the ~~remittance~~Company.

~~Our~~- ~~functional~~Significant 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.customers

To For the ~~extent~~nine ~~that~~months ~~the~~ended ~~Company needs~~September to30, ~~convert~~2019 ~~U.S.~~and ~~dollars~~2018, ~~into~~one ~~RMB~~customer accounted for ~~capital~~100% ~~expenditures~~ and ~~working~~99% ~~capital and other business purposes, appreciation~~ of ~~RMB~~ ~~against U.S. dollar would have an adverse effect on~~ the ~~RMB amount the~~ Company’s ~~would~~total ~~receive from the conversion. Conversely~~revenues, ~~if the Company decides to convert RMB into U~~respectively.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.

- Significant ~~customers~~suppliers

For the ~~six~~nine months ended ~~June~~September 30, ~~2018~~2019, one ~~customer~~supplier accounted for 9915% of the Company’s total ~~revenues~~cost of sales.

Statement of Cash Flows

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

REBEL GROUP, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

2.	Summary of principal accounting policies (continued)

Risks and Uncertainties

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

Recently Issued Accounting Guidance

The Company does not believe any recently issued but not yet effective accounting statements, would have a material effect on the Company’s ~~financial~~ financial position or ~~on the~~ results of operations.

~~3. Trade and other receivables~~Reclassifications

~~Trade and~~Certain ~~other~~prior ~~receivables,~~year ~~net~~amounts ~~consisted~~have ofbeen reclassified to conform to the ~~following:~~current period presentation. These reclassifications have no effect on the accompanying unaudited condensed consolidated financial statements.

	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

3.	Trade and other receivables

~~Movement~~Trade and ofother ~~allowance~~receivables, ~~for~~net ~~doubtful accounts~~consisted ~~was~~of asthe ~~follows~~following:

	As of
	June 30, 2019			December 31, 2018
	September 30, 2019			December 31, 2018
	(Unaudited)
Balance at beginning	$	271,464		$	-
Trade and other receivables	$	460,657		$	307,166
Provision for doubtful accounts		16,103			282,356
Less: allowance for doubtful debts		(282,221	)		(271,464	)
Exchange rate effect		399			(10,892	)
Trade and other receivables, net	$	178,436		$	35,702
Balance at end	$	287,966		$	271,464

13Movement of allowance for doubtful accounts was as follows:

REBEL GROUP, INC.

	As of
	September 30, 2019			December 31, 2018
	(Unaudited)
Balance at beginning	$	271,464		$	-
Provision for doubtful accounts		21,473			282,356
Exchange rate effect		(10,716	)		(10,892	)
Balance at end	$	282,221		$	271,464

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~13

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

4.NOTES TO ~~Property~~UNAUDITED ~~and~~CONDENSED ~~equipment~~CONSOLIDATED FINANCIAL STATEMENTS

~~Property~~(Stated in ~~and~~US ~~equipment are comprised of:~~Dollars)

	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

4.	Property and equipment

~~The depreciation expense for~~Property ~~the six months ended June 30, 2019~~ and ~~2018~~equipment ~~were~~are ~~$7,936~~comprised ~~and $12,868, respectively. The depreciation expenses for the three months ended June 30, 2019 and 2018 were $3,935 and $6,886, respectively.~~of:

5. Intangible assets

	As of
	September 30, 2019			December 31, 2018
	(Unaudited)
Equipment	$	132,261		$	135,010
Less: accumulated depreciation		(118,634	)		(111,164	)
Total property and equipment, net	$	13,627		$	23,846

~~Intangible~~The depreciation ~~assets~~expenses ~~are~~for ~~comprised~~the nine months ended September 30, 2019 and 2018 were $9,982 and $19,718, respectively. The depreciation ~~of:~~expenses for the three months ended September 30, 2019 and 2018 were $2,046 and $6,850, respectively.

	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

5.	Intangible assets

~~No significant residual value~~Intangible ~~is estimated for these intangible~~ assets. ~~Amortization~~are ~~expense~~comprised 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.of:

The following table represents the total estimated amortization of intangible assets for the five succeeding years:

	As of
	September 30, 2019			December 31, 2018
	(Unaudited)
Trademark	$	16,413		$	16,663
Other intangible assets		129,521			131,487
	$	145,934		$	148,150
Less: accumulated amortization		(81,669	)		(64,483	)
Total intangible assets, net	$	64,265		$	83,667

	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

No significant residual value is estimated for these intangible assets. Amortization expenses for the nine months ended September 30, 2019 and 2018 were $18,394 and $10,026, respectively. Amortization expenses for the three months ended September 30, 2019 and 2018 were $3,680 and $3,176, respectively.

14The following table represents the total estimated amortization of intangible assets for the five succeeding years:

REBEL GROUP, INC.

	Estimated Amortization Expense
Twelve months ending September 30,	(Unaudited)
2020	$	14,789
2021		14,789
2022		14,789
2023		13,898
2024 and thereafter		6,000
	$	64,265

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~14

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

6.NOTES TO ~~Long-term~~UNAUDITED ~~investment~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~On January 30, 2015, Moxian, Inc.~~ (~~“MOXC”) issued a convertible promissory note to the Company for $7,782,000 (the “MOXC Note”). The MOXC~~Stated ~~Note~~in ~~was~~US ~~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”~~Dollars) 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.

~~On August 14, 2015, due to the VWAP of the MOXC Common Stock for 30 trading day prior to August 14, 2015 being higher than $1~~6.~~00,~~ ~~which~~Long-term triggered the clause of conversion under the MOXC Note, MOXC notified the Company that it elected to convert the amount of $3,891,000 under the MOXC Note into 3,891,000 shares of the MOXC Common Stock at the conversion price of $1.00 (“August Conversion”). As a result of the August Conversion, the balance of the MOXC Note was $3,891,000.investment

On ~~September~~January 2830, 2015, MOXC ~~notified~~issued a convertible promissory note to the Company ~~that~~for it$7,782,000 ~~elected~~(the to“MOXC ~~convert~~Note”). ~~the~~The ~~outstanding~~MOXC ~~balance~~Note ofwas due and payable on October 30, 2015. Under the MOXC Note, ~~$3,891,000,~~MOXC had the option to convert any and all amounts due under the MOXC Note into ~~3,891,000~~the shares of MOXC’s shares of common stock (the “MOXC Common Stock”) at the conversion price of $1.00 per share (“~~September~~ Conversion Price”)., ~~After~~if the ~~August~~volume ~~Conversion~~weighted ~~and~~average price (“VWAP”) of MOXC Common Stock for 30 trading days immediately prior to the ~~September~~date ~~Conversion,~~of conversion is higher than the ~~full~~Conversion ~~amount~~Price. MOXC also has a right of first refusal to purchase the shares issuable upon conversion of the MOXC Note ~~was~~at ~~converted~~the ~~into~~price anof ~~aggregate~~80% of ~~7,782,000~~the ~~shares~~VWAP of ~~the~~ MOXC Common Stock, ~~and~~for as30 atrading ~~result,~~days noimmediately ~~amount~~prior of to the ~~MOXC Note~~date ~~was~~of ~~outstanding~~the asproposed ofrepurchase ~~December~~by ~~31, 2015~~MOXC.

On August ~~June 20~~14, ~~2016~~2015, due to the VWAP of the MOXC ~~has~~Common ~~approved a~~Stock ~~reverse~~for ~~stock~~30 ~~split~~trading ofday ~~the~~prior ~~Company’s~~to ~~issued~~August ~~and~~14, ~~outstanding~~2015 ~~shares~~is ofhigher ~~common~~than ~~stock~~$1.00, atwhich triggered athe ~~ratio~~clause of ~~1-for-2~~conversion (under the ~~“Reverse Stock~~MOXC ~~Split”).~~Note, AsMOXC anotified ~~result~~the Company that it elected to convert the amount of $3,891,000 under the MOXC Note into 3,891,000 shares of the MOXC Common Stock ~~are~~at ~~outstanding~~the asconversion price of ~~December~~$1.00 31(“August Conversion”). As a result of the August Conversion, ~~2018~~the remainder amount of the MOXC Note is $3,891,000.

On ~~April~~September 2228, ~~2019~~2015, MOXC ~~approved~~ anotified ~~reverse stock split of~~ the Company’s ~~issued~~that ~~and~~it ~~outstanding~~elected ~~shares~~to ofconvert ~~common~~the ~~stock~~outstanding atbalance ~~a ratio~~ of ~~1-for-5 (~~the ~~“Reverse Stock~~MOXC ~~Split”).~~Note, Asof ~~a result~~$3,891,000 ~~the~~into 3,891,000 shares of the MOXC Common Stock ~~held~~(“September byConversion”). After the ~~Company~~August ~~were~~Conversion and the September Conversion, consequently, all of the MOXC Note was converted into ~~778~~an aggregate of 7,~~200~~782,000 shares of the MOXC Common Stock, ~~are~~and as a result, no amount of the MOXC Note was outstanding as of ~~April~~December 2231, ~~2019~~2015.

On ~~May~~June 120, ~~2019~~2016, MOXC has ~~requested~~approved ana ~~oral~~reverse ~~hearing~~stock tosplit ~~appeal the decision~~ of the ~~Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) to delist MOXC~~Company’s ~~securities~~issued ~~from~~and ~~Nasdaq.~~outstanding ~~The~~shares ~~hearing~~of ~~was~~common ~~scheduled~~stock ~~for~~at ~~June~~a 6,ratio ~~2019~~of 1-for-2. OnAs ~~May~~a 22result, ~~2019~~ 3,891,000 ~~MOXC~~shares ~~announced~~of ~~that it~~the ~~had~~MOXC ~~been~~Common ~~notified~~Stock bywere ~~Nasdaq~~outstanding ~~that~~as ~~its~~of ~~bid~~December ~~price deficiency had been cured~~31, ~~and that MOXC was now in compliance with all applicable listing standards~~2018.

On ~~June~~April 2022, 2019, ~~the~~MOXC ~~Board of Directors~~has ~~of the Company~~ approved a ~~distribution~~reverse ofstock ~~778,200~~split ~~shares~~ of ~~MOXC’s common stock, $0.001 par value per share held by~~ the Company~~. MOXC~~’s ~~common~~issued ~~stock~~and ~~will~~outstanding beshares ~~distributed to the shareholders~~ of ~~the~~common ~~Company~~stock ~~who~~at ~~were~~a ~~shareholders~~ratio of ~~the Company as of January 29, 2015~~1-for-5. As a result, ~~the~~778,200 ~~Company did not hold any~~ shares of the MOXC Common Stock ~~since~~were ~~June~~outstanding 25as of April 22, 2019.

	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

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

~~For~~On June 20, 2019, the ~~six~~Board ~~months~~of ~~ended~~Directors ~~June~~of the Company approved a distribution of 778,200 shares of MOXC’s common stock, $0.001 30par value per share held by the Company. MOXC’s common stock will be distributed to the shareholders of the Company who were shareholders of the Company as of January 29, ~~2019~~2015. As a result, the ~~loss~~Company have not held any shares of the MOXC’s common ~~disposal~~stock ~~was~~since $5June 25,~~766,462~~ 2019.

	As of
	September 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

~~REBEL~~For the ~~GROUP~~nine months ended September 30, ~~INC~~2019, the loss of MOXC’s disposal was $5,766,462.

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~15

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

7.NOTES TO ~~Convertible~~UNAUDITED ~~and~~CONDENSED ~~short-term~~CONSOLIDATED ~~loans~~FINANCIAL STATEMENTS

	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

(Stated in US Dollars)

~~The interest expense for convertible loans for the six months ended June 30, 2019 and 2018 was $23,013 and $20,578, respectively~~7. ~~The~~Convertible ~~interest expense for convertible loans for the three months ended June 30, 2019~~ and ~~2018~~short-term ~~were $11,952 and $10,090, respectively.~~loans

The interest expense for short-term loans for the six months ended June 30, 2019 and 2018 was $42,560 and $12,350, respectively. The interest expense for short-term loans for the three months ended June 30, 2019 and 2018 were $18,325 and $12,350, respectively.

	As of
	September 30, 2019		December 31, 2018
	(Unaudited)
Convertible loans-repayable within one year	$	1,433,468	$	449,600
Short-term loans-repayable within one year		146,516		296,576
Total	$	1,579,984	$	746,176

~~On March 24, 2017, the Company,~~The ~~the~~interest ~~Chairman~~expenses offor ~~the~~convertible ~~Board~~loans offor ~~Directors, and one unrelated third-party individual entered into an agreement to document~~ the ~~loan of~~nine ~~S$200,000~~months ~~($142,856)~~ended ~~that~~September ~~the unrelated third-party individual advanced to the Company on March 24~~30, ~~2017,~~2019 and ~~that was repayable on March 23,~~ 2018 ~~(“Maturity~~were ~~Date”)~~$33,934 ~~with~~and ~~an interest of 10% per annum. The unrelated third-party individual had the option to extend the term of the loan from the Maturity Date to March 23~~$31, ~~2019 (“Extended Maturity Date”)~~686, respectively. The ~~unrelated third-party~~interest ~~individual~~expenses ~~had~~for ~~the~~convertible ~~option~~loans ~~to convert all of the principal amount, into shares of the Company’s common stock (“Conversion Right”) at any time~~ for the ~~period~~three ~~commencing~~months onended ~~March~~September 2430, ~~2017~~2019 and ~~ending~~2018 ~~on March 23, 2019 (“Conversion Period”). In the event that the Conversion Right~~ were ~~to be exercised within seven Business Days immediately following the Maturity Date, the conversion was to be based on the share price of~~ $~~0.50. In the event that the Conversion Right were to be exercised after the Maturity Date but within seven Business Days immediately following the Extended Maturity Date~~10, ~~the conversion were to be based~~921 onand ~~the share price of~~ $~~0.60. The Company repaid S$100~~11,~~000 ($73~~108,~~404)~~ ~~on August 23, 2018~~respectively. ~~As of June 30, 2019, the remaining outstanding principal balance of S$100,000 ($73,197) plus interests were past due.~~

OnThe interest ~~May~~expenses 5,for ~~2017,~~short-term ~~the~~loans ~~Company,~~for the ~~Chairman~~ ofnine ~~the~~months ~~Board~~ended ofSeptember ~~Directors~~30, 2019 and ~~one~~2018 ~~independent~~were ~~director of the Company entered into an agreement to document the loan of~~ $~~300~~34,~~000~~639 ~~that the independent director advanced to the Company on May 5, 2017,~~ and ~~that was repayable on May 4~~$47, ~~2018 (“Maturity Date”)~~825, ~~with an interest of 10% per annum~~respectively. The ~~independent~~interest ~~director~~expenses ~~shall~~for ~~have the option to extend the~~ short-term ofloans ~~the~~for ~~loan from~~ the ~~Maturity~~three ~~Date~~months toended ~~May~~September 430, 2019 ~~(“Extended~~was ~~Maturity Date”~~$(7,921). ~~The~~due ~~independent director had the option~~ to ~~convert all of~~ the ~~principal~~reversal ~~amount, into shares~~ of ~~Company’s common stock (“Conversion Right”) at any time for the~~over-accrued ~~period~~interest ~~commencing on May 5~~expenses, ~~2017~~compare ~~and ending on May 4, 2019 (“Conversion Period”). In the event that the Conversion Right were~~ to ~~be exercised within seven Business Days immediately following~~ the ~~Maturity~~interest ~~Date,~~expenses ~~the~~for ~~conversion~~short-term ~~was~~loans ~~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~~35,474 ~~the~~for ~~conversion was to be based on~~ the ~~share~~three ~~price~~months ofended ~~$0.60.~~September ~~As of March 31~~30, ~~2019, the full balance of the term loan was overdue~~2018.

On March ~~April 11~~24, ~~2018~~2017, the Company, the Chairman of the Board of Directors, and one ~~independent~~unrelated ~~director~~third-party ofindividual ~~the Company~~ entered into an agreement to document the loan of S$ ~~100~~200,000 ($73142,~~404~~856) that the unrelated third-party individual advanced to the Company on ~~April 11~~March 24, ~~2018~~2017, ~~and~~which was repayable on ~~April~~March 1823, ~~2019~~2018 (“~~Repayment~~Maturity Date”), with an interest of 10% per annum. The unrelated third-party individual ~~had~~shall to have the option to extend the term of the loan from the Maturity Date to March 23, 2019 (“Extended Maturity Date”). The unrelated third-party individual may convert all of the principal amount, into ~~75,750~~ shares of Company’s common stock ~~after~~(“Conversion Right”) at any time for the ~~Repayment~~period ~~Date.~~ commencing on March 24, 2017 and ending on March 23, 2019 (“Conversion Period”). In the event that the Conversion Right ~~were~~is toexercised 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 ~~was to~~ be based on the share price of $10.0060. AsThe ofCompany ~~June~~repaid 30S$100,000 ~~2019~~($73,404) ~~the~~on ~~full~~August ~~balance~~23, 2018. As of ~~the~~September ~~term~~30, ~~loan~~2019, the $100,000 was ~~overdue~~past due.

On May ~~April 25~~5, ~~2018~~2017, the Company, the Chairman of the Board of Directors, and ~~the~~one ~~Company’s~~independent ~~CEO~~director ~~and~~of ~~two~~the ~~financial~~Company ~~institutions~~ entered into ~~agreements~~an agreement to ~~advance to~~document the ~~Company~~loan ~~two~~of ~~short~~$300,000 ~~term~~that ~~loans~~the ofindependent ~~S$360~~director advanced to the Company on May 5,~~000~~ ~~($271~~2017,~~368)~~ and ~~S$100~~was repayable on May 4,~~000~~ 2018 (~~$75,380~~“Maturity Date”), ~~respectively~~with an interest of 10% per annum. The ~~two~~independent ~~short~~director ~~term~~shall ~~loans~~have ofthe ~~S$360,000~~option ~~and~~to ~~S$100,000~~extend ~~are~~the ~~guaranteed~~term byof ~~two~~the ~~directors~~loan offrom the ~~Company~~Maturity ~~and~~Date ~~bear~~to anMay ~~effective~~4, ~~interest~~2019 ~~rate~~(“Extended ofMaturity 1Date”).~~25%~~ ~~and~~The 4%independent ~~per~~director may ~~month,~~convert ~~respectively~~all of the principal amount, into shares of Company’s common stock (“Conversion Right”) at any time ~~with~~for 12the ~~equal~~period ~~monthly~~commencing ~~repayment~~on ~~terms. As~~May of5, ~~September~~2017 30and ending on May 4, 2019, ~~S$180,165~~(~~$130,270~~“Conversion Period”). ~~and~~In ~~S$28~~the event that the Conversion Right is exercised within seven Business Days immediately following the Maturity Date,~~403(~~ the conversion will be based on the share price of $~~20,537)~~0.50. ~~were~~In ~~past~~the ~~due~~event ~~respectively~~that the Conversion Right is exercised after the Maturity Date but within seven Business Days immediately ~~for~~following the ~~two~~Extended ~~short~~Maturity Date, the conversion will be based on the share price of $0.60. As of September 30, 2019, the term ~~loans~~loan was overdue.

On ~~October 24, 2018 and November~~ 7,September ~~2018~~13, ~~the Company~~2019, the ~~Chairman~~CEO of the ~~Board~~Company ~~of Directors~~ and ~~the~~one ~~Company’s~~third-party ~~CEO~~investor ~~and~~(“the ~~another~~Investor”) ~~financial institution~~ entered into ~~two~~an ~~separate~~investment agreement ~~agreements~~ to ~~advance~~extend $3 million to the Company ~~two~~for ~~short~~hosting ~~term~~Rebel ~~loans~~10 ofevent ~~S$32,900~~ (~~$24,800)~~“Rebel ~~and~~10 ~~S$17,100 ($12,890~~event”) ~~respectively. The~~in ~~two~~December ~~short~~2019. ~~term~~Based on ~~loans~~the ~~of S$32~~agreement,~~900~~ ~~and~~the ~~S$17,100~~funding ~~are~~is ~~guaranteed~~comprised byof a ~~director~~$1.5 ofmillion ~~the~~1-year ~~Company~~convertible ~~and~~loan ~~bear~~with an ~~effective~~ interest rate of 28% ~~and 2%~~ per ~~month,~~annum. ~~with~~The investor 12may ~~and~~convert 6the ~~equal~~entire ~~monthly~~principal ~~repayment~~amount ~~terms~~into 1,500,000 ~~respectively. As~~shares of Company’s common stock at any time for the period commencing September 3013, 2019 and ending on September 12, S2020. The Company received the Investor’s payments of $601,~~032($43~~000,~~407)~~000 inon ~~aggregate~~September ~~was~~23, ~~past~~2019 ~~due~~and ~~for~~$500,000 ~~the~~on ~~two~~October ~~short~~19, ~~term loans~~2019.

~~All~~On April 11, 2018, the ~~above~~Company, ~~convertible~~the ~~loans~~ Chairman of the Board of Directors, and ~~short~~one independent director of the Company entered into an agreement to document the loan of Singapore Dollars (“S$”) 100,000 ($73,404) that the unrelated third-~~term~~party ~~loans~~individual advanced ~~are~~to ~~non~~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-~~collateral~~party ~~loans~~individual may convert all of the principal amount into 75,750 shares of Company’s common stock after the Repayment Date. In the event that the Conversion Right is exercised within seven Business Days immediately following the Maturity Date, the conversion will be based on the share price of $1.00.

16On 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 November 14, 2019, S$105,061 ($75,965) was past due for the short term loan with the principal of S$360,000; and the Company has fully repaid the other short term loan with the principal of S$100,000.

~~REBEL GROUP, INC.~~16

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

~~(Stated~~NOTES TO inUNAUDITED USCONDENSED ~~Dollars)~~CONSOLIDATED FINANCIAL STATEMENTS

8.(Stated in ~~Due~~US ~~to shareholders~~Dollars)

As7. ofConvertible ~~June 30, 2019~~ and ~~December 31,~~short-term ~~2018,~~loans ~~the amounts due to certain shareholders are $2,734,666 and $2,849,410 respectively and are unsecured, interest free.~~(continued)

9.On October ~~Stockholders~~24, 2018 and November 7, 2018, the Company, the Chairman of the Board of Directors and the Company’s ~~deficit~~CEO and another financial institution entered into two separate agreements to advance to the Company two short term loans of S$32,900 ($24,800) and S$17,100 ($12,890) respectively. The two short term loans of S$32,900 and S$17,100 are guaranteed by a director of the Company and bear an effective interest rate of 2% and 2% per month, with 12 and 6 equal monthly repayment terms, respectively. As of November 14, 2019, S$58,667 ($42,420) in aggregate was past due for the two short term loans.

~~During the six months ended~~On ~~June~~September 305, ~~2018~~2019, the ~~Company~~Chairman ~~issued 1,103,000 shares~~ of ~~common~~the ~~stock to 12 individuals for net cash consideration of $962,145. The~~ Company ~~issued 1~~,~~453,860~~ ~~shares~~the ofCEO ~~common stock with total value~~ of ~~$1,146,768~~the ~~to two placement agents. The~~ Company ~~issued 20~~,~~400 shares~~ ofand ~~common~~the ~~stock~~Company ~~with~~entered ~~total~~into ~~value~~an ofagreement ~~$16,320~~ to AMadvance ~~International Pte. Ltd. The Company issued 926,000 shares of common stock with total value of~~ S$~~796~~70,000 to ~~seven~~the ~~individuals~~Company as ~~payments~~a ~~for~~loan, ~~professional~~with ~~services~~such ~~related~~amount torepayable ~~public~~on ~~relations~~October ~~and marketing~~4, ~~director~~ ~~fees,~~2019 and ~~employment~~bearing ~~benefits.~~no ~~The~~interest ~~value~~rate. ofOn ~~shares~~October of5, ~~common~~2019, ~~stock issued for consideration other than cash was determined~~the byCompany ~~referring~~repaid to the ~~value~~full amount of ~~common~~the ~~stock issued for cash consideration~~loan.

~~During~~On September ~~January~~6, ~~to June~~ 2019, the Company ~~issued~~and ~~1,661,334~~one ~~shares~~third-party ofindividual ~~common~~entered ~~stock~~into ~~for~~an ~~net~~agreement ~~cash~~to ~~consideration~~advance of S$150,~~589,900.~~000 ~~The~~to the Company ~~cancelled~~as a ~~100~~loan,~~000~~ ~~shares of~~with ~~common~~such ~~stock~~amount repayable on September 1117, 2019. ~~The~~(the ~~Company~~“Maturity ~~also~~Date”) ~~issued 340,000 shares of common stock~~ with ~~total~~an ~~value~~interest of ~~$340,000~~12%. toOn ~~three~~September ~~individuals~~23, as2019, ~~payments~~the ~~for~~Company ~~professional~~repaid ~~services~~the ~~related~~principal ~~to public relations~~ and ~~marketing,~~interest ~~director~~in ~~fees,~~total ~~and employment benefits. The value~~ of ~~shares~~S$56,000 ofas ~~common~~satisfaction ~~stock issued~~ for ~~consideration other than cash was determined by referring to~~ the ~~fair~~full ~~value~~amount of ~~shares of~~the ~~common stock recently issued for cash consideration~~loan.

10On 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. ~~Taxation~~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.

~~The~~On September 7, 2019, the Company and ~~its~~one ~~subsidiaries~~third-party individual entered into an agreement to advance S$30,000 to the Company as ~~file~~a ~~separate~~loan, ~~income~~with ~~tax~~such ~~returns~~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.

~~United~~All the ~~States~~above ofconvertible ~~America~~loans and short-term loans are non-collateral loans.

~~Rebel Group, Inc~~8. isDue ~~incorporated under the laws of the State of Florida, and is subject~~ to ~~U.S.~~related federal corporate income tax. The State of Florida imposes corporate state income tax at 5.5%. As of June 30, 2019, future net operating losses of approximately $15.7 million are available to offset future operating income through 2037.parties

17As of September 30, 2019 and December 31, 2018, the amounts due to certain related parties are $48,350 and $190,850 respectively and are unsecured, interest free.

~~REBEL~~A ~~GROUP,~~summary ~~INC.~~of changes in the amount due to two directors of the Company is as follows:

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

	As of
	September 30, 2019			December 31, 2018
	(Unaudited)
Beginning of period	$	190,850		$	-
(Repayment) Advances for the period, net		(142,500	)		190,850
End of period	$	48,350		$	190,850

~~(Stated in US Dollars)~~17

~~10.~~REBEL ~~Taxation~~GROUP, ~~(continued)~~INC.

~~The~~NOTES ~~2017~~TO ~~Tax~~UNAUDITED ~~Act~~CONDENSED ~~also created~~CONSOLIDATED aFINANCIAL 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.STATEMENTS

The GILTI income is eligible for a deduction, which lowers the effective tax rate to 10.5% for calendar years 2018 through 2025 and 13.125% after 2025. Under U.S. GAAP, companies are allowed to make an accounting policy election to either (i)Stated ~~account for GILTI as a component of tax expense~~ in ~~the~~US ~~period in which a company is subject to the rules – the period cost method, or (ii~~Dollars) account for GILTI in a company’s measurement of deferred taxes – the deferred method. The Company elected to account for GILTI in the period the tax is incurred. The Company did not generate any GILTI as of June 30, 2019.

~~British~~9. ~~Virgin~~Stockholders’ ~~Islands~~deficit

~~Rebel~~During the FCnine ~~and~~months ~~SCA~~ended ~~Capital~~September ~~are incorporated~~30, in2018, the ~~British~~Company ~~Virgin~~issued ~~Islands~~2,622,609 ~~and~~shares ~~are~~of ~~not~~common ~~subject~~stock to ~~income~~27 ~~taxes~~individuals ~~under~~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. The Company issued 20,400 shares of common stock with total value of $16,320 to one agent for consultancy services provided to the Company. ~~current~~The ~~laws~~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 ~~British~~fair ~~Virgin~~value ~~Islands~~of common stock issued in connection with prior cash consideration.

~~Singapore~~During the nine months ended September 30, 2019, the Company issued 2,368,001 shares of common stock for net cash consideration of $2,799,901. The Company also issued 1,549,284 shares of common stock with total value of $1,549,284 to six 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 shares of common stock recently issued for cash consideration.

~~Pure Heart was incorporated in Singapore and is subject to Singapore corporate income tax at 17%~~10. Taxation

~~People~~The Company ofand ~~Republic~~its ~~China (“PRC”)~~subsidiaries file separate income tax returns.

~~Rebel Shanghai and Qingdao Quanyao~~The ~~were~~United ~~incorporated~~States ~~in the PRC and are subject to statutory Enterprise Income Tax rate~~ of ~~the PRC at 25%.~~America

~~The Company has a number of~~Rebel ~~open tax years which include the tax years ended December 31~~Group, ~~2014, 2015, 2016, 2017 and 2018 that have not been filed~~Inc. ~~While it~~ is ~~often~~incorporated ~~difficult~~under ~~to predict~~ the ~~final~~laws ~~outcome~~of or the ~~timing~~State of ~~uncertain~~Florida ~~tax~~in ~~position~~the U.S., ~~the~~and ~~Company~~is ~~believes~~subject ~~that~~to ~~the~~U.S. ~~accruals for~~federal ~~the~~corporate income tax. ~~taxes~~The ~~reflect~~State ~~the~~of ~~most~~Florida ~~likely~~imposes ~~outcome~~corporate ~~for~~state ~~the~~income ~~unfiled~~ tax ~~years~~at 5.5%. ~~The~~As ~~Company~~of ~~had~~September ~~approximately~~30, ~~$80~~2019,~~000~~ ~~and~~future ~~$60,000 of~~net ~~interest~~operating ~~and~~losses ~~penalties~~of approximately ~~accrued~~$18.1 atmillion ~~June~~are ~~30,~~available ~~2019~~to ~~and~~offset ~~December~~future ~~31,~~operating ~~2018,~~income ~~respectively~~through 2038.

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 net operating loss carry-forwards will not be realizable; and therefore, a full valuation allowance is established for net operating loss carry-forwards. The valuation allowance for deferred tax assets was $5,388,872 and $3,867,226 as of June 30, 2019 and December 31, 2018, respectively. 18

18REBEL GROUP, INC.

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

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

~~(Stated~~10. inTaxation ~~US Dollars~~(continued)

~~10.~~The 2017 ~~Taxation~~Tax Act also created a new requirement that, for the periods beginning after January 1, 2018, certain income (~~continued~~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.

The GILTI ~~Company~~income ~~does~~is ~~not~~eligible ~~anticipate~~for a deduction, which lowers the effective tax rate to 10.5% for calendar years 2018 through 2025 and ~~any~~13.125% ~~significant~~after ~~increase~~2025. Under U.S. GAAP, companies are allowed to ~~its~~make ~~liability~~an accounting policy election to either (i) account for ~~unrecognized~~GILTI as a component of tax ~~benefit~~expense ~~within~~in the ~~next~~period 12in ~~months~~which a company is subject to the rules – the period cost method, or (ii) account for GILTI in a company’s measurement of deferred taxes – the deferred method. The Company ~~will~~elected ~~classify~~to ~~interest~~account ~~and~~for ~~penalties~~GILTI ~~related~~in tothe ~~income~~period the tax ~~matters,~~is ifincurred. The Company did not generate any, inGILTI ~~income~~during ~~tax~~the ~~expense~~nine month ended September 30, 2019.

	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	$	-

British Virgin Islands

~~The Company’s effective~~Rebel ~~income~~FC ~~tax~~and ~~rates~~SCA ~~were~~Capital 0%are ~~for~~incorporated in the ~~six~~British ~~month~~Virgin ~~ended~~Islands ~~June 30, 2019~~ and ~~2018,~~are ~~respectively.~~not ~~Income~~subject ~~tax~~to ~~mainly consists of foreign~~ income ~~tax~~ attaxes ~~statutory~~under ~~rates and~~ the ~~effects~~current laws of the ~~permanent~~British ~~and~~Virgin ~~temporary differences~~Islands.

~~The following table reconciles the U.S. statutory rates to the Company’s effective tax rate as of June 30, 2019 and December 31, 2018.~~Singapore

	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	%

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

~~(1) Permanent difference consisted~~ People of ~~mainly~~Republic ~~income~~China ~~tax non-deductible items, income tax penalty and interest.~~(“PRC”)

~~Deferred income taxes are recognized~~Rebel ~~for~~Shanghai ~~tax consequences in future years of differences between the tax bases of assets~~ and ~~liabilities~~Qingdao ~~and~~Quanyao ~~their~~were ~~reported~~incorporated ~~amounts~~ in ~~the~~PRC ~~financial statements at each year-end~~ and ~~tax loss carry forwards. Deferred income tax was measured using the enacted income tax rates for the periods in which they~~ are ~~expected~~subject to bestatutory ~~reversed.~~Enterprise ~~The~~Income ~~tax~~Tax ~~effects~~rate of ~~temporary differences that give rise to~~ the ~~following~~PRC ~~approximate~~at ~~deferred tax liabilities as of June 30, 2019, and December 31, 2018 are presented below:~~25%.

	As of
	June 30, 2019		December 31, 2018
Unrealized fair value gains on long-term investment	$	-	$	278,634

The Company has a number of open tax years which include the tax years ended December 31, 2014, 2015, 2016, 2017 and 2018 that have not been filed. While it is often difficult to predict the final outcome or the timing of uncertain tax position, the Company believes that the accruals for the income taxes reflect the most likely outcome for the unfiled tax years. The Company had approximately $80,000 and $60,000 of interest and penalties accrued at September 30, 2019 and December 31, 2018, respectively.

~~The~~Based upon ~~tax~~management’s ~~effects~~assessment of ~~temporary differences~~all ~~from~~available ~~continuing~~evidence, ~~operations~~the Company believes that ~~give~~it ~~rise~~is tomore-likely-than-not that the ~~Company’s~~deferred tax assets, primarily for certain of the subsidiaries net operating loss carry-forwards will not be realizable; and therefore, a full valuation allowance is established for net operating loss carry-forwards. The valuation allowance for deferred tax assets was ~~are~~$5,895,522 and $3,867,226 as ~~follows:~~of September 30, 2019 and December 31, 2018, respectively.

	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	$	-		$	-

19REBEL GROUP, INC.

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

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

~~(Stated~~10. inTaxation ~~US Dollars~~(continued)

11The Company does not anticipate any significant increase to its liability for unrecognized tax benefit within the next 12 months. The ~~Related~~Company ~~party~~will ~~transactions~~classify interest and penalties related to income tax matters, if any, in income tax expense.

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.

	For the nine months ended
	September 30, 2019		September 30, 2018
Income tax expense is comprised of:	(Unaudited)		(Unaudited)
Current income tax	$	20,000	$	20,297
Deferred income tax expense (benefit)		-		-
Total income taxes expense	$	20,000	$	20,297

AThe Company’s ~~summary~~effective ofincome ~~changes~~tax inrates ~~the amount~~were ~~due~~0% tofor the ~~Chairman~~nine month ended September 30, 2019 and 2018, respectively. Income tax mainly consists of foreign income tax at statutory rates and the ~~Company~~effects isof aspermanent ~~follows:~~and temporary differences.

	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

The following table reconciles the U.S. statutory rates to the Company’s effective tax rate as of September 30, 2019 and December 31, 2018.

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

	As of
	September 30, 2019			December 31, 2018
	(Unaudited)
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 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

(1)	Permanent difference consisted of mainly income tax non-deductible items, income tax penalty and interest.

ADeferred income ~~summary~~taxes are recognized for tax consequences in future years of ~~changes~~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. Deferred income tax was measured ~~amount~~using ~~due~~the enacted income tax rates for the periods in which they are expected to ~~two~~be ~~directors~~reversed. The tax effects of temporary differences that give rise to the ~~Company~~following isapproximate deferred tax liabilities as ~~follows~~of September 30, 2019, and December 31, 2018 are presented below:

	As of
	June 30, 2019			December 31, 2018
	September 30, 2019			December 31, 2018
Beginning of period	$	190,850		$	-
	(Unaudited)
(Repayment) Advances for the period, net		(118,475	)		190,850
Unrealized fair value gains on long-term investment	$	-		$	278,634
End of period	$	72,375		$	190,850

~~12.~~The tax ~~Commitments~~effects ~~and~~of ~~contingencies~~temporary differences from continuing operations that give rise to the Company’s deferred tax assets are as follows:

Operating Lease

	As of
	September 30, 2019			December 31, 2018
	(Unaudited)
Net operating loss carryforwards in the PRC	$	1,912,078		$	1,663,913
Net operating loss carryforwards in Singapore		452,898			210,046
Net operating loss carryforwards in the US		3,530,546			1,993,267
Less: valuation allowance		(5,895,522	)		(3,867,226	)
End of period	$	-		$	-

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~~REBEL ~~under~~GROUP, ~~non-cancelable operating leases are as follows:~~INC.

Twelve months ending June 30,
2020		$	15,730

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

20(Stated in US Dollars)

~~REBEL~~11. ~~GROUP,~~Shareholder ~~INC.~~transactions

~~NOTES~~As TOof ~~UNAUDITED~~September ~~CONDENSED~~30, ~~CONSOLIDATED~~2019 and ~~FINANCIAL~~December ~~STATEMENTS~~31, 2018, amounts due to shareholders were $2,333,734 and $2,658,560 respectively which are unsecured, interest free due on demand and do not have a fixed repayment date.

~~(Stated~~A summary of changes in USthe ~~Dollars)~~amount due to the chairman of the Company is as follows:

12. Commitments and contingencies (continued)

	As of
	September 30, 2019			December 31, 2018
	(Unaudited)
Beginning of period	$	1,956,390		$	1,028,719
(Repayment) Advances for the period, net		(111,661	)		927,671
End of period	$	1,844,729		$	1,956,390

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

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.

	As of
	September 30, 2019			December 31, 2018
	(Unaudited)
Beginning of period	$	702,170		$	149,956
(Repayment) Advances for the period, net		(213,165	)		552,214
End of period	$	489,005		$	702,170

~~On November~~ 12~~, 2017, Rebel signed a lease agreement with Shanghai Konghui Property Development Co~~., ~~Ltd.~~Commitments ~~(“Konghui”)~~and 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. contingencies

~~On October 12, 2019, a legal search~~Operating 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.Lease

13The Company’s subsidiaries lease administrative office space under various operating lease rent expense amounted to $79,717 and $191,156 for the nine months ended September 30, 2019 and 2018, respectively. ~~Subsequent~~The ~~events~~rental expense for the three months ended September 30, 2019 and 2018 were $34,686 and $61,347, respectively.

~~On April 1 2019, the Company entered~~Further ~~into~~minimum alease ~~Subscription~~payment ~~Agreement~~under ~~(the~~non-cancelable ~~“Subscription~~operating ~~Agreement”)~~leases ~~with~~are ~~one~~as 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.follows:

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.

Twelve months ending September 30,
2020		$	9,442

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.21

~~On July 23, July 25, August 9 and~~REBEL ~~September 18~~GROUP, ~~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~~INC. ~~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~~NOTES ~~cancelled~~TO ~~100,000~~UNAUDITED ~~shares~~CONDENSED ofCONSOLIDATED ~~common~~FINANCIAL ~~stock.~~STATEMENTS

~~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~~Stated ~~to the Company for hosting Rebel 10 event (“Rebel 10 event”)~~ in ~~December~~US 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.Dollars)

On12. ~~September~~Commitments ~~5, 2019, the Chairman of the Company, the CEO of the Company,~~ and ~~the~~contingencies 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.(continued)

~~On September 6, 2019, the Company~~Legal 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.Proceeding

OnFrom time ~~September~~to 6time, ~~2019,~~ the Company ~~and~~ ~~another~~may ~~third-party~~become ~~individual~~involved ~~entered~~in ~~into~~various anlawsuits ~~agreement~~and tolegal ~~advance~~proceedings ~~S$60,000~~which toarise in the ~~Company~~ordinary ascourse aof business. ~~loan,~~Litigation ~~with~~is ~~such~~subject ~~amount~~to ~~repayable on~~inherent ~~October 6~~uncertainties, ~~2019,~~and ~~with~~ an ~~interest~~adverse ofresult 5%in ~~per~~these ~~month.~~or Onother ~~October~~matters 4,may ~~2019,~~arise ~~the~~from ~~Company repaid the principal and interest in total~~time ofto ~~S$63,000~~time asthat ~~satisfaction~~may ~~for~~harm ~~the~~our ~~full amount of the loan~~business.

On November ~~September 7~~5, ~~2019~~2018, the Company ~~and~~ ~~one~~was ~~third-party~~served ~~individual~~a ~~entered~~summon ~~into~~for ana ~~agreement~~complaint tofiled ~~advance~~by ~~S$30~~Ofsink,~~000~~ toLLC (“Ofsink”) on September 13, 2018, in the Supreme Court of the City of New York County of New York against the Company. asBy afiling ~~loan~~the complaint, ~~with~~Ofsink ~~such~~alleged, among ~~amount~~other ~~repayable~~ claims, that the Company failed to pay for its legal services rendered in the amounts set forth on ~~October~~uncontested 7invoices in the amount of $252,822, ~~2019~~and ~~with~~that anit sustained damages in the sum of $252,822 plus interest and attorney’s fees as a result of 5%the ~~per~~non-payment ~~month~~of the invoices rendered. The complaint seek, among other reliefs, compensatory damages and plaintiff’s counsel’s fees. On ~~September~~December 2318, ~~2019~~2018, Ofsink voluntarily dismissed its lawsuit against the Company ~~repaid~~without prejudice. Ofsink informed the ~~principal~~Company ~~and~~that ~~interest~~it ofhad ~~S$30,125~~planned to sell a promissory note approximately the amount Company owed to a third party. The asCompany ~~satisfaction~~may ~~for~~expect the ~~full~~third ~~amount~~party entitled to receive payment of such an instrument to enforce the ~~loan~~promissory note.

21On November 12, 2017, Rebel signed a tenancy contract with Shanghai Konghui Property Development Co., Ltd. for the rooms in Grand Gateway Tower 1, NO.1 Hongqiao Rd., Xuhui District, Shanghai with a start date on November 15, 2017. The rental contract was terminated on July 12, 2018. Due to lapses in rental payment, the latter froze the bank account of Rebel and brought Rebel to the People’s Court of Shanghai Xuhui District (the “Court”). On April 24, 2019, the Court ruled Rebel to pay a net amount of RMB 164,865.86 (net of deposit RMB 268,957.47), inclusive of late payment interests. On June 18, 2019, the Court ordered a legal proceeding to extract the payment amount from Rebel’s bank account. On July 12, 2019, the Court unfroze Rebel’s bank account. On Nov 7, 2019, the Court declared that the Company has performed all payment obligations and the case was closed.

~~ITEM~~On 2October 12, 2019, a legal search of outstanding litigation matters revealed that a claim had been filed by Shanghai iResearch Co., ~~MANAGEMENT~~Ltd. ~~DISCUSSION~~in ~~AND~~a ~~ANALYSIS~~Shanghai OFcourt ~~FINANCIAL~~claiming a ~~CONDITION~~sum ~~AND~~of ~~RESULTS~~RMB159,155. OFThe ~~OPERATION~~Company has paid off the balance on November 15, 2019. However, as of the date of this quarterly report on Form 10-Q, Shanghai iResearch Co., Ltd. has yet to properly file a notice of dismissal with the court.

~~This discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause actual results to differ materially from management’s expectations~~13. ~~Factors~~Subsequent 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.events

~~The~~On September ~~“Company”~~13, ~~“we~~2019,” the CEO of the Company and one third-party investor (“~~us,~~the Investor”) ~~and~~entered into an investment agreement to extend $3 million to the Company for hosting Rebel 10 event (“~~our,~~Rebel 10 event”) in ~~this~~December ~~Management’s~~2019. ~~Discussion~~Based on ~~and~~the ~~Analysis~~agreement, the funding is comprised of ~~Financial~~a ~~Condition~~$1.5 ~~and~~million ~~Plan~~1-year convertible loan with interest of 8% per annum. The Investor ~~Operation~~may ~~refer~~convert toall of the ~~combined~~principal ~~business~~amount of ~~(i)~~the ~~Rebel~~loan ~~FC;~~into ~~(ii)~~1,500,000 ~~Pure~~shares ~~Heart;~~of ~~(iii)~~the ~~SCA~~Company’s ~~Capital;~~common ~~(iv)~~stock ~~Rebel~~at ~~Shanghai;~~any ~~and~~time ~~(v)~~through September ~~Qingdao~~12, 2020. Pursuant to the terms of the Investment Agreement, the Investor paid the Company $1,000,000 on September 23, ~~Quanyao~~2019 and $500,000 on October 19, 2019.

~~Business~~On September ~~Overview~~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.

~~The~~On November ~~Company~~1, ~~through~~2019, ~~Rebel~~the ~~FC,~~Company ~~organizes~~issued 200, ~~promotes~~000 ~~and~~shares ~~hosts~~of ~~Mixed~~common ~~Martial~~stock ~~Arts~~with ~~(“MMA”)~~a ~~events~~total ~~featuring~~value ~~athletic~~of ~~talent~~$100,000 ~~with~~to ~~assistance~~one ~~from~~consultant ~~contracted~~for ~~production~~consultancy ~~crews.~~services ~~The~~provided ~~Company~~to ~~also~~the ~~seeks~~Company. toThe ~~produce~~value ~~and~~of ~~distribute~~shares ~~videos~~ of ~~its~~common ~~MMA~~stock ~~events,~~issued ~~through~~for ~~the~~consideration ~~internet,~~other ~~social~~than ~~media,~~cash ~~and~~was ~~selling~~determined ~~the~~by ~~rights~~referring to ~~such~~the ~~videos~~fair tovalue ~~distribute~~of tocommon ~~television~~stock ~~stations~~issued in connection with prior cash consideration.

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.22

~~The~~ITEM 2. ~~Company~~MANAGEMENT ~~held~~DISCUSSION ~~two~~AND ~~events~~ANALYSIS inOF ~~2018~~FINANCIAL ~~with one~~CONDITION inAND ~~Shanghai~~RESULTS ~~and~~OF ~~one in Guangzhou.~~OPERATION

~~The~~This discussion ~~first~~contains ~~event~~forward-looking instatements ~~2018~~that ~~was~~involve ~~held~~risks, onuncertainties ~~April 29,~~and ~~2018~~assumptions atthat ~~Kerry~~could ~~Hotel~~cause inactual ~~Shanghai.~~results to ~~The~~differ ~~event~~materially ~~was~~from ~~broadcast~~management’s ~~live~~expectations. byFactors ~~Guangdong~~that ~~Sports~~could ~~TV,~~cause ~~other~~such ~~satellite~~differences TVare ~~stations~~discussed ~~and~~in ~~major~~“Special ~~social~~Note ~~media~~Regarding ~~platforms.~~Forward-Looking ~~The~~Statements” ~~viewership~~and ~~for~~“Risk ~~the~~Factors.” ~~event~~We ~~from~~assume ~~television~~no ~~and~~obligation ~~social~~to ~~media,~~update ~~respectively,~~any ~~were~~of ~~4.06~~these forward-looking ~~million and 8~~statements.~~33 million.~~

The ~~second event in 2018 took place in~~ at“Company”, ~~Guangzhou~~“we,” ~~Tianhe~~“us,” ~~Stadium~~and ~~in Guangzhou on May 30~~“our,” ~~2018.~~in ~~The~~this ~~event~~Management’s ~~was~~Discussion ~~broadcast~~and ~~live by Guangdong Sports TV, major satellite~~Analysis TVof ~~stations~~Financial ~~such~~Condition asand ~~Tianjin~~Plan ~~Sports~~of ~~and~~Operation ~~Qinghai~~refer ~~Satellite~~to TVthe ascombined ~~well~~business asof ~~major~~(i) ~~digital~~Rebel ~~streaming~~FC; ~~platforms~~(ii) ~~such~~Pure asHeart; ~~Youku,~~(iii) PPSCA ~~Sports~~Capital; ~~and~~(iv) ~~YY.com.~~Rebel ~~The~~Shanghai; ~~viewership for the event from television~~ and ~~social~~(v) ~~media,~~Qingdao ~~respectively, were 4~~Quanyao.~~99 million and 8.15 million.~~

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

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

~~For~~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 ~~three~~world. ~~months~~MMA ~~ended~~is ~~June~~unarmed 30combat involving combinations of techniques from different disciplines of martial arts, ~~2019~~including, without limitation, grappling, submission holds, kicking and ~~June~~boxing. 30The styles of martial arts range from Brazilian Jiu-Jitsu, Judo, Karate, Boxing, Muay Thai, Wrestling, Jeet Kune Do, Taekwondo, Sanshou and various other forms ~~2018~~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.

~~Gross~~The Company ~~Revenues~~has successfully hosted the most recent MMA event, Return of the Champion, on September 7, 2019 at Hongkou Indoor Stadium, Shanghai, China, with its online digital viewership of 21.75 million exceeding the average viewership of REBEL FC’s two events in 2018 of 13 million (digital and broadcast viewership combined). In addition to the 21.75 million viewership from major online platforms such as Yizhibo, PP Sports, QiE Live, iQiyi, Gedoumi and Baidu Sports, the company also garnered a viewership of 3.7 million on TV stations such as Qinghai Satellite TV and Shenzhen TV 5 (Sports Health Channel). In all, Return of the Champion gathered 25.45 million viewership from both TV and digital platforms, a 96 percent increase from the average viewership of its two events in 2018.

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

22For the three months ended September 30, 2019 and September 30, 2018

~~The Company’s~~Gross 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.Revenues

~~Operating~~The Company ~~Expenses~~generated revenues of $139,834 (unaudited) during the three months ended September 30, 2019 and that of $0 (unaudited) during the three months ended September 30, 2018.

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.23

~~Net~~The Company’s ~~Loss~~cost of revenue was $587,143 (unaudited) for the three months ended September 30, 2019, compared to that of $40,352 (unaudited) for the three months ended September 30, 2018. The Company held an MMA event during the three months ended September 30, 2019, which explains the increase in the Company’s cost of revenue.

~~Net loss for the~~Operating 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.Expenses

~~For~~Operating expenses for the ~~six~~three months ended ~~June~~September 30, 2019 and ~~June~~2018 were $2,509,020 (unaudited) and $1,226,029 (unaudited), respectively. The operating expenses include filing fees, professional service fees, payroll and benefits, and other general expenses. The Company held an MMA event during the three months ended September 30, ~~2018~~2019, which explains the increase in the Company’s operating expenses.

~~Gross Revenues~~Net Loss

~~The Company received~~Net ~~revenues~~loss offor ~~$nil (unaudited) during~~ the ~~six~~three months ended ~~June~~September 30, 2019, ~~compared~~and to2018 ~~that~~were of$2,343,340 (unaudited) and $~~223~~1,~~783~~294,684 (unaudited), ~~during~~respectively. Basic and diluted net loss per share for the ~~six~~ three months ended ~~June~~September 30, 2019 and 2018 were $0.045 (unaudited) and $0.027 (unaudited), respectively.

~~The Company’s~~For ~~cost of revenue was $21,766 (unaudited) in~~ the ~~six~~nine months ended ~~June~~September 30, 2019, ~~compared~~and toSeptember ~~$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~~Gross Revenues

~~Operating expenses~~The ~~for~~Company ~~the~~generated ~~six~~revenues ~~months~~of ~~ended June 30~~$139,834 ~~2019~~(unaudited) ~~and~~during the ~~six~~nine ~~month~~months ended ~~June~~September 30, ~~2018~~2019, ~~were~~compared ~~$1,462,464~~to ~~(unaudited)~~that ~~and~~of $4223,~~298,006~~ 783 (unaudited)~~, respectively.~~ ~~The~~during ~~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~~nine months ended ~~June~~September 30, ~~2019~~2018.

~~Net~~The ~~Loss~~Company’s cost of revenue was $608,909 (unaudited) during the nine months ended September 30, 2019, compared to that of $1,902,667 (unaudited) during the nine months ended September 30, 2018. The decrease in our cost of revenue was mainly due to the Company’s effective cost control over the MMA event held during the nine months ended September 30, 2019.

~~Net loss for the~~Operating 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.Expenses

~~Liquidity~~Operating expenses for the nine months ended September 30, 2019 and ~~Capital~~2018 ~~Resources~~were $3,971,484 (unaudited) and $5,524,035 (unaudited), respectively. The operating expenses include filing fees, professional fees, payroll and benefits, and other general expenses. The decrease in our operating expenses was mainly due to the Company’s effective cost control over the MMA event held during the nine months ended September 30, 2019.

~~As of June 30, 2019, we had a working capital~~Net 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.Loss

Net loss ~~cash used in operating activities~~ for the ~~six~~nine months ended ~~June~~September 30, 2019 ~~was~~and 2018 were $19,~~434~~707,~~574~~897 (unaudited) asand ~~compared~~$5,395,817 to(unaudited), respectively. Basic and diluted net ~~cash~~loss ~~used~~per inshare ~~operating~~were ~~activities~~$0.193 of(unaudited) and $~~2,746,415~~ 0.117 (unaudited) for the ~~six~~nine months ended ~~June~~September 30, ~~2018. The decrease in net cash used in operating activities was primarily due to~~2019 ~~increase~~and in2018, ~~payment to vendors~~respectively.

23Liquidity and Capital Resources

~~Net~~On September ~~cash~~30, ~~provided~~2019, ~~by financing activities for~~ the ~~six~~Company ~~months~~had ~~ended~~a ~~June~~working ~~30,~~capital ~~2019~~deficit ~~was~~of $14,~~302~~307,~~956~~383 (unaudited), asand ~~compared~~cash toon ~~that~~hand of $2395,~~609,598~~456 (unaudited), as ~~for~~compared to the ~~six~~working ~~months ended~~capital ~~June~~deficit 30of $4,856,536 ~~2018.~~and ~~The decrease in net~~ cash ~~provided~~on byhand ~~financing~~of ~~activities~~$41,321 ~~was~~as ~~primarily~~of ~~due~~December to31, ~~the decreased advances from related parties~~2018.

OnNet cash ~~July~~used ~~12,~~in ~~July~~operating 23activities ~~and~~for ~~August 9, 2019,~~ the ~~Company~~nine ~~entered~~months ~~into~~ended aSeptember ~~series~~30, of2019 ~~Subscription~~was ~~Agreement~~$2,784,151 (~~the “Subscription Agreements”~~unaudited), ~~with~~as ~~four~~compared ~~third~~to ~~party investor (~~the net ~~“Investors”).~~cash ~~The~~used ~~Investors~~in ~~are~~operating ~~expected~~activities toof ~~remit~~ $14,~~210~~114,~~000~~646 in(unaudited) ~~exchange~~ for ~~806,667 shares of~~ the ~~Company’s common~~nine ~~stock~~months asended ~~determined~~September ~~pursuant~~30, to2018. ~~the~~The ~~terms~~decrease ~~and~~in net ~~conditions~~cash ofused ~~the~~in ~~Subscription~~operating ~~Agreement.~~activities Aswas ofprimarily ~~August~~due ~~30,~~to ~~2019,~~ the Company ~~received~~’s ~~$1,210,000~~decreased loss from ~~those five investors in full payment~~operations.

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.24

~~On September 13, 2019, the CEO of the Company~~Net ~~and~~cash aprovided ~~third-party~~by ~~investor~~financing ~~entered~~activities ~~into an investment agreement, extending $3 million to the Company~~ for the ~~Rebel~~nine 10months ~~event~~ended ~~to be~~September ~~held~~30, ~~in December~~ 2019. ~~Based~~was on$3,155,750 ~~the agreement~~(unaudited), ~~the~~as ~~fund~~compared ~~extended is a 1-year convertible loan totaled $1.5 million with an interest~~to that of ~~8% per annum. The investor may convert the entire principal amount into 1~~$3,~~500~~958,~~000~~181 ~~shares~~(unaudited) ~~of Company’s common stock at any time~~ for the ~~period~~nine ~~commencing~~months onended ~~the date hereof and ending on~~ September 1230, ~~2020~~2018. The ~~investment~~decrease ~~agreement~~in ~~also~~net ~~listed~~cash ~~additional rights~~provided ~~shall~~by befinancing ~~entitled~~activities was ~~the~~primarily ~~investor.~~due ~~The~~to ~~Company~~decreased ~~received~~advances ~~$1,000,000~~from onrelated ~~September 23, 2019 and $500,000 on October 19, 2019 under the investment agreement~~parties.

~~The~~On September 13, 2019, the CEO of the Company ~~also~~and ~~received~~a ~~financial~~third-party ~~support~~investor entered into an investment agreement, extending $3 million ~~commitments~~to ~~from~~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 rate of 8% per annum. The investor may convert the entire principal amount into 1,500,000 shares of Company’s ~~related~~common ~~parties~~stock at any time for the period commencing September 13, 2019 and ending on September 12, 2020. The Company received $1,000,000 on September 23, 2019 and $500,000 on October 19, 2019 from the investor under the investment agreement.

~~We believe that available cash and cash~~The ~~equivalents,~~Company ~~together~~also ~~with~~received ~~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~~support ofcommitments ~~this~~from ~~Form 10-Q is issued. However, if we are unable to obtain~~ the ~~necessary additional~~Company’s ~~capital~~related ~~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~~parties. ~~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~~We believe ~~Accounting~~that ~~Policies~~available cash and cash equivalents, together with actions as mentioned above, should enable us to meet anticipated ~~Estimates~~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.

~~Use~~Critical Accounting ofPolicies and Estimates

~~The preparation of financial statements~~Use ~~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.Estimates

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

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

~~As of June 30, 2019, we did not have any off~~Off-~~balance~~Balance Sheet ~~sheet arrangements.~~Arrangements

24As of September 30, 2019, we did not have any off-balance sheet arrangements.

~~ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.~~25

~~Pursuant to Item 305(e) of Regulation S-K~~ITEM ~~(§ 229~~3.~~305(e)),~~ ~~the~~QUANTITATIVE ~~Company~~AND isQUALITATIVE ~~not~~DISCLOSURES ~~required~~ABOUT toMARKET ~~provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229~~RISK.~~10(f)(1).~~

~~ITEM~~Pursuant to 4Item 305(e) of Regulation S-K (§ 229.305(e)), ~~CONTROLS~~the ~~AND~~Company ~~PROCEDURES~~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).

~~Evaluation~~ITEM 4. ofCONTROLS ~~Disclosure~~AND ~~Control and Procedures.~~ PROCEDURES

~~We are required to maintain disclosure~~Evaluation ~~controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act~~ of ~~1934,~~Disclosure asControl ~~amended, is recorded, processed, summarized~~ and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer (also our principal executive officer) and our chief financial officer (also our principal financial and accounting officer) to allow for timely decisions regarding required disclosureProcedures.

~~Pursuant to Rule 13a-15(b) under the Securities~~We ~~Exchange~~are ~~Act~~required ofto ~~1934~~maintain (“Exchange Act”), the Company’s management, including the Company’s Chief Executive Officer (“CEO”) (the Company’s principal executive officer) and Chief Financial 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~~are ~~the~~designed ~~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~~our reports ~~that~~filed under the ~~Company~~Securities ~~files~~Exchange ~~or submits~~Act ~~under~~of ~~the~~1934, ~~Exchange~~as ~~Act~~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 ~~the~~our ~~Company’s CEO~~chief ~~and~~executive ~~CFO,~~officer as(also ~~appropriate,~~our ~~to allow timely decisions regarding required disclosure. The~~ principal ~~basis~~executive ~~for~~officer) ~~this~~and ~~conclusion~~our ischief ~~the~~financial ~~lack~~officer of(also ~~segregation~~our ofprincipal ~~duties~~financial ~~within~~and ~~our~~accounting ~~financial~~officer) ~~function~~to ~~and~~allow ~~the~~for ~~lack~~timely ofdecisions anregarding ~~operating~~required ~~Audit Committee~~disclosure.

~~Changes~~Pursuant to Rule 13a-15(b) under the Securities Exchange Act 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 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 ~~internal~~the ~~control~~Company’s ~~over~~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 ~~reporting~~function and the lack of an operating Audit Committee.

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

25There 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 2 - OTHER INFORMATION~~26

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

~~From time to time, the Company may become involved~~ITEM ~~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.

~~On November 5, 2018, the Company was served~~From atime ~~summon~~to ~~for a complaint filed by Ofsink~~time, ~~LLC (“Ofsink”). In its complaint against~~ the Company ~~filed~~may onbecome ~~September~~involved ~~13, 2018,~~ in ~~the~~various ~~Supreme~~lawsuits ~~Court~~and ~~of the City of New York County of New York, Ofsink alleged, among other claims, that the Company failed to pay for~~ legal ~~services~~proceedings ~~provided~~which byarise ~~Ofsink~~ in the ~~amounts~~ordinary ~~set~~course ~~forth on uncontested invoices for $252,822, and that it sustained~~of ~~damages~~business. inLitigation ~~the~~is ~~sum~~subject ofto ~~$252~~inherent uncertainties,~~822~~ ~~plus interest~~ and ~~attorney’s~~an ~~fees~~adverse ~~as a~~ result ofin ~~the~~these ~~non-payment~~or ~~of such invoices. The complaint seeks, among~~ other ~~relief,~~matters ~~compensatory~~may ~~damages~~arise ~~and~~from ~~plaintiff’s counsel’s fees. On December 18, 2018, Ofsink voluntarily~~time ~~dismissed~~to ~~its~~time ~~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~~harm toour ~~seek payment from the Company~~business. ~~As of the date of this Report, the Company is not aware of any such request for payment.~~

On November 125, ~~2017~~2018, ~~Rebel~~the ~~signed~~Company was served a ~~lease agreement~~summon ~~with~~for ~~Shanghai~~a ~~Konghui~~complaint ~~Property~~filed ~~Development~~by ~~Co.~~Ofsink, ~~Ltd.~~LLC (“~~Konghui~~Ofsink”) ~~for~~on anSeptember ~~office~~13, 2018, ~~space~~in atthe ~~Room~~Supreme ~~No.1,~~Court ~~Grand Gateway~~of ~~Tower,~~the ~~Hongqiao~~City ~~Rd.,~~of ~~Xuhui~~New ~~District,~~York ~~Shanghai~~County ~~with~~of aNew ~~start~~York ~~date~~against onthe ~~November 15, 2017~~Company. ~~The~~By ~~rental~~filing ~~contract~~the ~~was~~complaint, ~~terminated~~Ofsink alleged, onamong ~~July~~other 12claims, ~~2018.~~that ~~Due~~the Company failed to ~~lapses~~pay infor ~~rental~~its ~~payment,~~legal ~~Konghui~~services ~~brought~~rendered ain ~~lawsuit~~the ~~against~~amounts ~~Rebel~~set forth on uncontested invoices in the ~~Shanghai~~amount ~~Xuhui~~of ~~District~~$252,822, ~~People's Court~~and ~~(the~~that ~~“Court”).~~it Onsustained ~~April~~damages ~~24,~~in ~~2019~~the sum of $252,822 ~~the~~plus ~~Court~~interest ~~ordered~~and ~~Rebel~~attorney’s tofees ~~pay~~as a ~~net~~result of ~~amount~~the non-payment of ~~RMB~~the ~~164,865~~invoices rendered.86 The complaint seek, ~~which~~among ~~included late~~other ~~payment~~relief, ~~interests~~compensatory damages and plaintiff’s counsel’s fees. On ~~June~~December 18, ~~2019~~2018, Ofsink voluntarily dismissed its lawsuit against the ~~Court~~Company ~~ordered~~without aprejudice. ~~legal~~Ofsink informed ~~proceeding~~the Company that it had planned to ~~extract~~sell ~~the~~a ~~payment~~promissory note approximately the amount ~~from~~Company ~~Rebel’s bank~~owed ~~account.~~to Ona ~~July~~third ~~12,~~party. ~~2019,~~The Company may expect the ~~Court~~third ~~unfroze~~party ~~Rebel’s~~entitled ~~bank~~to ~~account~~receive payment of such an instrument to enforce the promissory note.

On November ~~October~~ 12, ~~2019~~2017, Rebel signed a ~~legal~~tenancy ~~search~~contract ~~for~~with ~~outstanding litigation~~Shanghai ~~matters~~Konghui inProperty Development Co., Ltd. for the ~~PRC~~rooms ~~indicated~~in ~~that~~Grand Gateway aTower ~~claim~~1, ~~has~~NO.1 ~~been~~Hongqiao ~~filed~~Rd., inXuhui aDistrict, Shanghai ~~court~~with ~~for~~ a ~~sum~~start ofdate ~~RMB159~~on November 15,~~155~~ 2017. The ~~Company~~rental iscontract was terminated ~~presently~~on ~~trying~~July 12, 2018. Due to ~~establish~~lapses in rental payment, the ~~details~~latter offroze the ~~alleged~~bank ~~claim~~account of Rebel and asbrought ofRebel to the ~~date~~People’s Court of ~~this~~Shanghai ~~Report~~Xuhui ~~has~~District ~~not~~(the ~~received~~“Court”). ~~any~~On ~~summons~~April ~~or other~~24, ~~documents~~2019, inthe ~~relation~~Court ruled Rebel to ~~such~~pay ~~claim~~a net amount of RMB 164,865.86 ~~The~~(net ~~Company~~of ~~intends~~deposit RMB 268,957.47), inclusive of late payment interests. On June 18, 2019, the Court ordered a legal proceeding to ~~thoroughly~~extract ~~review~~the ~~those~~payment ~~allegations~~amount ~~and~~from ~~vigorously~~Rebel’s ~~defend~~bank ~~such~~account. On July 12, 2019, the Court unfroze Rebel’s bank account. ~~claim~~On Nov 7, 2019, the Court declared that the Company has performed all payment obligations and the case was closed.

~~ITEM~~On 1AOctober 12, 2019, a legal search of outstanding litigation matters revealed that a claim had been filed by Shanghai iResearch Co., ~~RISK~~Ltd. ~~FACTORS~~in a Shanghai court claiming a sum of RMB159,155. The Company has paid off the balance on November 15, 2019. However, as of the date of this quarterly report on Form 10-Q, Shanghai iResearch Co., Ltd. has yet to properly file a notice of dismissal with the court.

~~Not applicable~~ITEM to1A. aRISK ~~smaller reporting company~~FACTORS.

~~ITEM~~Not applicable 2.to ~~UNREGISTERED~~a ~~SALES~~smaller OFreporting ~~EQUITY SECURITIES AND USE OF PROCEEDS~~company.

~~During the period from January to June,~~ITEM ~~2019, the Company issued 1,661,334 shares of common stock for a net cash consideration of $1,589,900~~2. ~~The~~UNREGISTERED ~~Company~~SALES ~~also~~OF ~~issued~~EQUITY ~~340,000 shares~~SECURITIES ofAND ~~common~~USE ~~stock~~OF ~~with total value of $340,000 to three individuals as compensation for professional services, director fees, and employment benefits~~PROCEEDS. ~~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~~During 3January to September 2019, the Company issued 2,368,001 shares of common stock for a net cash consideration of $2,799,901. ~~DEFAULTS~~The ~~UPON~~Company ~~SENIOR~~also ~~SECURITIES~~issued 1,549,284 shares of common stock with a total value of $1,549,284 to six individuals as payments for their 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 shares of common stock issued for cash consideration.

~~None~~ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

~~ITEM 4~~None. ~~MINE SAFETY DISCLOSURES.~~

~~Not~~ITEM 4. ~~applicable~~MINE SAFETY DISCLOSURES.

~~ITEM 5~~Not applicable. ~~OTHER INFORMATION.~~

~~None~~ITEM 5. OTHER INFORMATION.

26None.

~~ITEM 6. EXHIBITS~~27

~~(a)~~ITEM 6. ~~Exhibits~~EXHIBITS

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

(a) Exhibits

*	Previously filed
Exhibit Number		Description
**	Filed herewith
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).
***	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.
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

*	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.

~~SIGNATURES~~28

~~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.~~ SIGNATURES

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

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.
Date: November 19, 2019	Rebel Group, Inc.
	By:	/s/ ~~Khian~~Aan ~~Kiee~~Yee Leong, Justin
		Khian Kiee Leong
		Aan Yee Leong, Justin
		Chairman
		President, Chief Executive Officer, Director
		Principal Executive Officer,
		Principal Financial and Accounting Officer

Date: November 1, 2019	Rebel Group, Inc.
Date: November 19, 2019	Rebel Group, Inc.
	By:	/s/ ~~Chee~~Khian ~~Keong~~Kiee ~~Teng~~Leong
		Chee Keong Teng
		Khian Kiee Leong
		Member of Board of Directors
		Chairman

Date: November 19, 2019	Rebel Group, Inc.

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

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