UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

(Mark One)

FORM 10-K

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

For the fiscal year ended December 31, ~~2018~~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 No. 333-177786

REBEL GROUP, INC.

(Exact Name of Registrant as Specified in its Charter)

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

7500A Beach Road, Unit 12-313, The Plaza Singapore 199591		+6562941531
7500A Beach Road, Unit 16-324, The Plaza Singapore 199591		+6562941531
(Address of Principal Executive Offices and Zip Code)		(Registrant’s Telephone Number, Including Area Code)

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

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

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

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

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	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 ☒

AsThe ofaggregate ~~June~~market ~~30,~~value ~~2019,~~of the registrant’s voting equity held by non-affiliates of the registrant is computed by reference to the price at which the common stock was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter,. ~~the~~ The aggregate market value of the common stock held by non-affiliates of the registrant was approximately $~~111~~145,~~026~~931,~~372~~828, based upon the closing price of the ~~registrant~~Company’s common stock of $2.9 per share as reported on the OTC ~~Pink Market~~Markets on such date. ~~Because~~However, since there is no active trading market for the Company’s common stock, the Company does not believe that the quoted price of its common stock is indicative of the actual value of such stock.

As of ~~September~~April 324, ~~2019~~2020, the number of ~~shares~~ shares of the registrant’s common stock outstanding was 5255,~~313~~354,~~151~~031.

FORM 10-K

FOR THE FISCAL YEAR ENDED DECEMBER 31, ~~2018~~ 2019

TABLE OF CONTENTS

PART I
Item 1.	Business	1
Item 1A.	Risk Factors	10
Item 1B.	Unresolved Staff Comments	1025
Item 2.	Properties	1025
Item 3.	Legal Proceedings	1025
Item 4.	Mine Safety Disclosure	1025
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	1126
Item 6.	Selected Financial Data	1329
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1329
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	1632
Item 8.	Financial Statements and Supplementary Data	1632
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	1632
Item 9A.	Controls and Procedures	1732
Item 9B.	Other Information	1834
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	1935
Item 11.	Executive Compensation	2237
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	2438
Item 13.	Certain Relationships and Related Transactions, and Director Independence	2539
Item 14.	Principal Accountant Fees and Services	2539
PART IV
Item 15.	Exhibits and Financial Statement Schedule	2640
Item 16.	Form 10-K Summary	2741

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K (the “Annual Report”) contains forward-looking statements. These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. WeThe ~~may~~Annual ~~use~~Report ~~words~~contains forward-looking statements that involve risks and uncertainties, such as statements about our plans, objectives, expectations, assumptions or future events. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “we believe,” “we intend,” “~~plan~~may,” “~~believe~~should,” “~~foresee~~will,” “~~estimate~~could,” and ~~variations~~similar expressions ofdenoting ~~these~~uncertainty ~~words~~or an action that may, will or is expected to occur in the future. These statements involve estimates, assumptions, known and ~~similar~~unknown ~~expressions~~risks, uncertainties and other factors that could cause actual results to ~~identify~~differ materially from any future results, performances or achievements expressed or implied by the forward-looking statements. ~~These~~You should read the entire prospectus carefully, including the “Risk Factors” section and the financial statements and the notes to those statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. These risks and uncertainties include , among others, the following:

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

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

Use of Defined Terms

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

●

The “Company”, “Rebel”, “we”, “us” and “our” shall refer to Rebel Group, Inc., a Florida corporation, and its subsidiaries;

●

“Rebel FC” refers to Rebel Holdings Limited, a British Virgin Islands company;

●

“Pure Heart” refers to Pure Heart Entertainment Pte Ltd., a Singapore company;

●

“SCA Capital” refers to SCA Capital Limited, a British Virgin Islands company;

●

“Rebel Shanghai” refers Rebel Shanghai Limited, a PRC company;

●

“Qingdao Quanyao” refers to Qingdao Quanyao Sports Consulting Co. Ltd., a PRC company;

●

“Leibo” refers to Qingdao Leibo Sports Culture Co Ltd, a PRC company;

●

“shares” and “Common Stock” refer to our Common Stock, $0.0001 par value per share;

●

“China” and “PRC” refer to the People’s Republic of China, excluding, for the purposes of this prospectus only, Macau, Taiwan and Hong Kong; and

●

all references to “RMB,” “yuan” and “Renminbi” are to the legal currency of China, and all references to “USD,” and “U.S. dollars” are to the legal currency of the United States.

Certain market data and other statistical information contained in this Annual Report are based on information from independent industry organizations, publications, surveys and forecasts. Some market data and statistical information are also based on management’s estimates and calculations, which are derived from our review and interpretation of the independent sources listed above, our internal research and our knowledge of the MMA industry. While we believe such information is reliable, we have not independently verified any third-party information and our internal data has not been verified by any independent source.

PART I

ITEM 1. BUSINESS

Overview

Rebel Group, Inc., through its subsidiaries, organizes, promotes and hosts mixed martial arts (“MMA”) events featuring MMA talents. It delivers MMA events centered on Chinese fighters and martial art fans. With assistance from contracted production crews, the Company produces and distributes videos of its MMA events through the Internet and social media. It also generates revenues from the exploitation of its film television rights.

Our operations focus on three business components:

●

Live MMA event promotion, which consists of generating revenue from ticket sales and providing a foundation for sponsorship and distribution for our live MMA events in China.

	●	MMA content distribution, which consists of paid distribution of original content on television, cable networks, pay-per-view broadcasts, and over the Internet, in China and through international distribution agreements.

	●	Sponsorships and promotions, which consist of sponsorships for live MMA events and televised productions and related advertising and promotional opportunities.

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

Producing MMA events include various business operations such as securing event venues, signing up fighters and performers, obtaining sponsorships, producing event videos, marketing, and hosting pre-event shows which consist of music performances, fighters’ interviews and documentaries. The Company’s events are broadcast through top sporting entertainment stations such as Guangdong TV sports channel, Beijing TV Sports Channel and Qinghai satellite. We also utilize major Chinese internet platforms such as PP Sports, YY.com and Youku (Alisports) for online streaming in order to reach more audiences.

The Company has successfully hosted eight MMA events. The most recent MMA event was held in May 2018, with its total online digital viewership exceeding eight million and total broadcast TV viewership reaching approximately five million according to CSM Media Research, a China-based media ratings research company.1

Our Events

The Company hosts live events in which highly skilled fighters from different martial arts backgrounds compete at different weight classes. We introduce fighters’ background information and training stories into the broadcasting of fighting events.

The Company selects fighters with track records of distinguished careers. After a careful selection process assessing each fighters’ ~~amateur~~ amateur and professional records, age, experience and fame, we market our MMA events through social media such as Facebook, Twitter, ~~Chinese~~ Chinese Weibo and WeChat, TV channels such as Guangdong TV sports channel, Beijing TV Sports Channel and Qinghai Satellite TV, as well as video and interviews covered by major Chinese media outlets such as Guangzhou TV news channel, Guangzhou Daily and Pudong TV.

WeThe ~~held~~Company has ~~two~~successfully ~~MMA~~hosted ~~events~~nine inMMA ~~2018~~events. The ~~first~~ most recent MMA event, inReturn ~~2018~~of the Champion, was held on ~~April~~September 297, ~~2018~~ 2019 at ~~Kerry~~Hongkou ~~Hotel~~Indoor inStadium, Shanghai., ~~The~~China, ~~event~~with ~~was~~its ~~broadcast~~online ~~live~~digital byviewership ~~major~~of ~~Chinese~~21.75 TVmillion ~~channels such~~exceeding asthe ~~Guangdong~~average ~~Sports~~viewership of ~~TV,~~Rebel ~~Tianjin~~FC’s ~~Sports~~two ~~TV,~~events ~~Fujian~~in ~~TV,~~2018 ~~Beijing~~of TV13 ~~Sports~~million ~~and Shenzhen TV and major~~ (digital ~~platforms such as Weibo~~ and ~~Youku.~~broadcast ~~The~~ viewership ~~for the first event were 4~~combined).06 ~~million~~In ~~from~~addition ~~television~~to ~~and~~the 821.3375 million viewership from ~~digital~~major online platforms~~. The~~ ~~second~~such ~~event~~as ~~took~~Yizhibo, ~~place~~PP atSports, ~~Tianhe~~QiE ~~Stadium~~Live, iniQiyi, ~~Guangzhou~~Gedoumi onand ~~May~~Baidu 30Sports, ~~2018.~~the ~~The~~Company ~~event~~also garnered ~~was~~a ~~broadcast~~viewership ~~live~~of by3.7 ~~major~~million ~~Chinese~~on TV ~~channels~~ stations such as ~~Guangdong Sports TV, Tianjin Sports,~~ Qinghai Satellite TV and ~~major~~Shenzhen ~~digital~~TV ~~platforms~~5 ~~such as Youku, PP~~ (Sports ~~and~~Health YYChannel).~~com.~~ In ~~The~~all, ~~viewership~~Return ~~for~~of the ~~second~~Champion ~~event~~gathered ~~were 4~~25.9945 million viewership from ~~television~~both TV and ~~8.15~~digital ~~million~~platforms, a 96% increase from ~~digital~~the average ~~platforms~~viewership of its two events in 2018.

~~Corporate~~On January ~~History~~11, 2020, the Company became the first Southeast Asian MMA promotion to host an event in Europe. Dubbed The New Order, it garnered the most number of views for the Company to date – 30.62 million on both TV and ~~Background~~digital platforms such as Russia’s Boxing TV and ACB TV as well as China’s Yizhibo Live, PP Sports, QiE Live, iQiyi and Weibo Combat.

~~Rebel~~Aside from ~~Group,~~television ~~Inc.~~and ~~was~~online ~~incorporated in the State of Florida on September 13~~broadcasting, ~~2011. Effective April 16, 2013,~~ the Company ~~changed~~will ~~its name~~venture ~~from~~into ~~“First~~the ~~Social~~Pay-Per-View ~~Networx Corp.” to~~ (“~~Moxian Group Holdings, Inc.~~PPV”) ~~with~~aspect ~~“MOXG”~~of aslive ~~its~~sporting ~~trading~~events ~~symbol.~~in ~~Also,~~2021 ~~effective~~to ~~April~~leverage ~~16,~~on ~~2013,~~its ~~the~~fanbase ~~Company~~established ~~increased~~from ~~the~~its ~~number~~fight ofevents ~~shares~~and ~~that~~projected itreality isshow ~~authorized~~in to2020 ~~issue~~as towell aas plan ~~total~~to ofmarket ~~600,000,000~~and ~~shares,~~monetize ~~including~~the ~~500,000,000~~media ~~shares~~rights of ~~common~~its ~~stock,~~content ~~par~~by ~~value~~securing ~~$.0001~~exclusive ~~per~~partnerships ~~share~~with ~~(the~~digital ~~“Common~~broadcast ~~Stock”)~~partners such ~~and~~as ~~100~~iQiyi,~~000,000~~ ~~shares~~PP ~~of preferred stock~~Sports, ~~par~~Gedoumi ~~value~~and ~~$.0001~~Baidu ~~per~~Sports ~~share.~~starting Infrom ~~addition,~~2021 ~~effective~~when ~~April~~it ~~16,~~increases ~~2013,~~ the ~~Company~~number ~~effected a 20-for-1 forward stock split~~ of ~~its~~live ~~Common~~events ~~Stock,~~and ~~without~~introduces ~~changing~~ the second ~~par~~season ~~value or the number~~ of ~~authorized~~its ~~shares~~projected ofreality ~~the Common Stock (the “Forward Split”)~~show.

1Impact of the COVID-19 pandemic

OnBeginning ~~April~~in ~~25,~~late ~~2013~~2019, ~~pursuant~~there towere areports ~~share~~of ~~exchange~~the ~~agreement~~COVID-19 (coronavirus) outbreak originating in China, prompting government-imposed quarantines, cessation of certain travel and business closures. Our business will be materially adversely affected by the ~~Company~~recent ~~completed~~coronavirus (COVID-19) outbreak. In December 2019, a ~~reverse~~novel ~~acquisition~~strain of ~~Moxian~~coronavirus ~~Group~~was ~~Limited~~reported ~~(“Moxian~~to have surfaced in Wuhan, China, which has and ~~BVI”)~~is continuing to spread throughout China and ~~its~~other ~~wholly-owned~~parts ~~subsidiaries~~of the world, including ~~Moxian~~the ~~(Hong~~United ~~Kong)~~States. ~~Limited~~On ~~(“Moxian~~January ~~HK”)~~30, ~~Moxian~~2020, ~~Technologies~~the World Health Organization declared the outbreak of the coronavirus disease (~~Shenzhen~~COVID-19) Coa “Public Health Emergency of International Concern.” On January 31, ~~Ltd.~~2020, ~~(“Moxian~~a ~~Shenzhen”)~~public ~~and~~health ~~Moxian~~emergency ~~Malaysia~~for ~~SDN~~the ~~BHD~~United ~~(“Moxian~~States ~~Malaysia”)~~was (declared to aid the ~~“Share~~U.S. healthcare community ~~Exchange~~in ~~Transaction”)~~responding to COVID-19. The ~~Company~~COVID-19 ~~acquired~~pandemic resulted in a widespread health crisis and have had adverse impact on the ~~operating~~economies and financial markets worldwide, including our business. ofFor ~~Moxian~~instance, ~~BVI~~we ~~and~~may ~~its~~be ~~subsidiaries~~unable to organize and/or ~~the~~host ~~Company~~events, ~~ceased~~allow attendance ~~being~~at asuch ~~shell~~events, ~~company~~or ascarry ~~such~~out ~~term~~other isbusiness ~~defined~~expansion ~~under~~if ~~Rule~~continued ~~12b~~concerns relating to COVID-219 ~~under~~restrict travel, limit the ~~Exchange~~ability to ~~Act~~have meetings with vendors and service providers and would be unavailable to negotiate and complete transactions in a timely manner. ~~After~~The ~~the~~extent ~~incorporation~~to ofwhich ~~the~~COVID-19 impacts our business will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of ~~Moxian~~COVID-19 ~~BVI,~~and the ~~Company~~actions ~~changed~~to contain COVID-19 or treat its ~~business~~impact, toamong ~~developing~~others. aAny ~~social~~and ~~network~~all ~~platform~~of ~~that~~the ~~sought~~foregoing tocould ~~integrate~~have ~~social~~a ~~media and~~material adverse impact on its business, ~~into~~operating results ~~one~~and ~~single~~financial ~~platform~~condition.

~~On February~~Due ~~17,~~to ~~2014~~the COVID-19 situation, the Company ~~incorporated~~has anot ~~new~~been ~~wholly-owned~~able to ~~subsidiary,~~host ~~Moxian~~any ~~Intellectual~~planned ~~Property~~events. ~~Limited,~~Our ~~under~~planned ~~the~~Australia ~~laws~~event which was supposed to be hosted in April 2020 was cancelled. As long as any country is not able to allow for any hosting of ~~Samoa~~an ~~(“Moxian~~event ~~IP”)~~in any scale, we will not be able to access such markets as planned. As Ona ~~February~~result, 19this may result in no ticket sales, ~~2014~~sponsorship or any distribution revenues. Many countries have also implemented remote working measures. In Singapore, ~~Moxian~~a HKcircuit ~~and~~breaker ~~Moxian~~measure ~~Shenzhen~~was ~~entered~~introduced ~~into~~on anApril ~~assignment~~7, ~~and~~2020, ~~assumption~~among all things, the government ~~agreement~~requires ~~with~~for ~~Moxian~~all ~~IP,~~the ~~where~~Company ~~Moxian~~to HKhave ~~and~~their ~~Moxian~~employees ~~Shenzhen~~to ~~assigned~~stay and ~~transferred~~work ~~all~~from home. As most of ~~the~~our ~~intellectual~~operational ~~property~~team ~~rights~~is based in Singapore, ~~that~~this ~~they~~could ~~respectively~~adversely ~~owned~~affect inour ~~connection~~event ~~with~~hosting ~~the~~abilities ~~Moxian~~and thus our ability to generate revenues and operate our business. (The lack of the ~~“IP~~ability ~~Rights”)~~to travel and conduct meetings with service providers and vendors to ~~Moxian~~organize IPany inevents ~~consideration~~or planned events ofin $1the future will be affected,~~000,000.~~ Asas a result, ~~the~~our ~~Company~~business ~~then~~and ~~owned~~operating results and ~~controlled~~financial ~~such~~condition IPmay ~~Rights~~be ~~through~~largely ~~Moxian~~affected by IPthe introduced travel ban.

~~On February~~Corporate ~~19,~~History ~~2014, the shareholders then holding a majority of the outstanding shares of the Company approved~~ and ~~authorized~~Background the Company to enter into a License and Acquisition Agreement (the “License and Acquisition Agreement”) with MOXC, pursuant to which the Company sold 100% of the equity interests of Moxian BVI together with its subsidiaries to Moxian CN Group Limited, a wholly-owned subsidiary of MOXC (“Moxian CN Samoa”) for $1,000,000. The License and Acquisition Agreement closed on February 21, 2014. As a result, Moxian BVI, together with its subsidiaries, Moxian HK, Moxian Shenzhen, and Moxian Malaysia, became the subsidiaries of MOXC.

~~Under the~~Rebel ~~License~~Group, ~~and~~Inc. ~~Acquisition~~was incorporated ~~Agreement,~~in the ~~Company~~State ~~also~~of ~~agreed~~Florida toon ~~grant~~September ~~MOXC~~13, ~~the~~2011. ~~exclusive~~Effective ~~right~~April to16, ~~use~~2013, the Company’s ~~then held~~changed IPits ~~Rights~~name infrom ~~Mainland~~“First Social ~~China,~~Networx ~~Hong~~Corp.” ~~Kong,~~to ~~Taiwan,~~“Moxian ~~Malaysia~~Group Holdings, ~~and~~Inc.” ~~other~~with ~~countries and regions where the Company conduct business (the~~ “~~Licensed Territory~~MOXG”) as ~~well~~its astrading ~~the~~symbol. ~~exclusive~~Also, ~~right~~effective April ~~to solicit~~16, ~~promote~~2013, ~~distribute and sell Moxian products and services in~~ the ~~Licensed~~Company ~~Territory~~increased ~~for five years (~~the ~~“License”).~~number Inof ~~exchange~~shares ~~for~~that ~~such~~it ~~license,~~is ~~MOXC~~authorized ~~agreed~~ to ~~pay~~ issue to ~~the~~a ~~Company:~~total ~~(i)~~of $1600,000,000 asshares, aincluding 500,000,000 ~~license~~shares ~~maintenance royalty each year commencing on the first anniversary~~ of ~~the~~common ~~date of~~stock, ~~the~~par ~~License~~value ~~and~~$.0001 ~~Acquisition~~per ~~Agreement~~share ~~and~~ (~~ii) 3% of~~ the ~~gross~~“Common ~~profit~~Stock”) ~~resulting from distribution~~ and ~~sale~~100,000,000 shares of ~~our products~~preferred ~~and~~stock, ~~services~~par onvalue ~~behalf~~$.0001 ofper ~~the Company as an earned royalty~~share. In addition, ~~MOXC~~effective ~~had~~April ~~the~~16, ~~right~~2013, ~~to acquire~~ the ~~new IP Rights that are developed by the~~ Company ~~and~~effected ~~sub-license such rights to~~ a ~~third~~20-for-1 ~~party.~~forward ~~MOXC~~stock ~~was~~split ~~also under the obligation to develop the social~~of ~~media~~its ~~market~~Common ofStock, ~~our~~without ~~products~~changing ~~and services in~~ the ~~Licensed~~par ~~Territory.~~value ~~Immediately~~or ~~prior to~~ the ~~execution~~number of ~~the~~authorized ~~Equity~~shares ~~Transfer Agreement,~~of the ~~Moxian~~Common ~~BVI~~Stock ~~Transfer Price was not paid and no license maintenance royalty or earned royalty under~~ (the ~~License~~“Forward ~~and Acquisition Agreement had accrued~~Split”).

~~Therefore~~On April 25, 2013, ~~under~~pursuant ~~the~~to ~~Equity~~a ~~Transfer~~share ~~Agreement,~~exchange ~~discussed below~~agreement, the Company completed a reverse acquisition of Moxian Group Limited (“Moxian BVI”) and ~~MOXC~~its ~~agreed~~wholly-owned tosubsidiaries, ~~terminate~~including ~~the~~Moxian ~~License~~(Hong Kong) Limited (“Moxian HK”), Moxian Technologies (Shenzhen) Co., Ltd. (“Moxian Shenzhen”) and ~~Acquisition~~Moxian ~~Agreement~~Malaysia SDN BHD (“Moxian Malaysia”) (the “Share Exchange soTransaction”). ~~that~~The Company acquired the ~~liabilities~~operating business of ~~MOXC~~Moxian BVI and ~~the~~its ~~rights~~subsidiaries ofand the Company ~~thereunder,~~ceased ~~other~~being a ~~than~~shell company as such term is defined under Rule 12b-2 under the ~~Moxian~~Exchange ~~BVI~~Act. ~~Transfer~~After ~~Price~~the incorporation of the business of Moxian BVI, ~~were~~the ~~terminated~~Company changed its business to developing a social network platform that sought to integrate social media and business into one single platform.

The Company sought to acquire a new business in the technology area and as a result, on July 23, 2014, the Company changed its name from “Moxian Group Holdings, Inc.” to “Inception Technology Group, Inc.” Also, effective July 23, 2014, the Company effected a 1-for-5 reverse split of its issued and outstanding Common Stock. However, no acquisition of a technology business was closed or consummated.2

On ~~December~~ 5February 17, 2014, the Company ~~amended~~incorporated ~~its~~a ~~Articles~~new ofwholly-owned ~~Incorporation~~subsidiary, toMoxian ~~change~~Intellectual ~~its~~Property ~~corporate~~Limited, ~~name~~under ~~from~~the ~~“Inception~~laws ~~Technology Group,~~of ~~Inc.”~~Samoa to (“~~Rebel Group, Inc.~~Moxian IP”). ~~and~~On ~~effectuated~~February a19, ~~1-for-20~~2014, ~~reverse~~Moxian ~~stock~~HK ~~split~~and ofMoxian ~~its~~Shenzhen ~~Common~~entered ~~Stock,~~into ~~without changing~~an ~~the~~assignment ~~par~~and ~~value~~assumption oragreement ~~the~~with ~~number~~Moxian IP, ofwhere ~~authorized~~Moxian ~~shares~~HK ofand ~~the~~Moxian ~~Common~~Shenzhen ~~Stock~~assigned ~~(the~~and ~~“Reverse~~transferred ~~Split”).~~all ~~The business plan~~ of the ~~Company~~intellectual ~~was~~property ~~originally~~rights tothat ~~utilize~~they arespectively owned ~~social~~in ~~network~~connection ~~platform~~with ~~that~~the ~~integrated~~Moxian ~~social media and~~ business ~~into~~(the ~~one~~“IP ~~single platform~~Rights”) to ~~promote~~Moxian ~~businesses~~IP in consideration of ~~merchants~~$1,000,000. ~~and~~As ~~assist~~a result, the ~~targeted~~Company ~~clients~~then toowned ~~find~~and ~~consumers~~controlled ~~online~~such ~~and~~IP ~~bring~~Rights ~~them~~through ~~into~~Moxian ~~real-world stores~~IP.

2On February 19, 2014, the shareholders then holding a majority of the outstanding shares of the Company approved and authorized the Company to enter into a License and Acquisition Agreement (the “License and Acquisition Agreement”) with MOXC, pursuant to which the Company sold 100% of the equity interests of Moxian BVI together with its subsidiaries to Moxian CN Group Limited, a wholly-owned subsidiary of MOXC (“Moxian CN Samoa”) for $1,000,000. The License and Acquisition Agreement closed on February 21, 2014. As a result, Moxian BVI, together with its subsidiaries, Moxian HK, Moxian Shenzhen, and Moxian Malaysia, became the subsidiaries of MOXC.

OnUnder the License and ~~January~~Acquisition 30Agreement, ~~2015,~~ the ~~Board~~Company ofalso ~~Directors~~agreed ofto ~~the~~grant ~~Company~~MOXC ~~approved~~the ~~and~~exclusive ~~submitted~~right ~~for~~to ~~approval~~use of the Company’s ~~shareholders with~~then aheld ~~majority~~IP ofRights in ~~voting~~Mainland ~~rights~~China, aHong ~~Plan~~Kong, ofTaiwan, ~~Disposition~~Malaysia, ~~(“Plan~~and ofother ~~Disposition”).~~countries ~~Under~~and regions where the ~~Plan~~Company ofconduct ~~Disposition,~~business (the “Licensed ~~Company~~Territory”) ~~proposed~~as towell ~~distribute~~as the ~~proceeds~~exclusive ~~resulting~~right ~~from~~to ~~the~~solicit, ~~Equity~~promote, ~~Transfer~~distribute ~~Transaction~~ and ~~Sale~~sell of Moxian ~~BVI,~~products ~~within~~and ~~one year~~services ~~from~~in the ~~date~~Licensed Territory offor ~~the~~five ~~Equity~~years ~~Transfer Transaction, to~~ (the ~~shareholders~~“License”). asIn ofexchange ~~January 29, 2015, on a pro-rata basis except~~ for ~~Rebel~~such ~~FC Stockholder~~license, ~~who~~MOXC agreed to ~~waive~~pay ~~such~~to ~~proceeds.~~the OnCompany: ~~January~~(i) 30$1, ~~2015~~000,000 as ~~the~~a ~~Company’s~~license ~~shareholders~~maintenance ~~with~~royalty aeach ~~majority of~~year ~~voting~~commencing ~~rights~~on ~~approved~~ the ~~Plan~~first anniversary of ~~Disposition.~~the Nodate ~~additional vote~~ of the ~~Company’s~~License ~~shareholders~~and ~~was~~Acquisition ~~required or sought~~Agreement inand ~~connection~~(ii) ~~with~~3% ~~the Plan~~ of ~~Disposition, and~~ the ~~Company’s~~gross ~~record~~profit ~~shareholders~~resulting ~~had~~from nodistribution ~~appraisal~~and ~~rights~~sale inof ~~connection with~~our ~~the~~products ~~proposed~~and ~~transactions~~services ~~under~~on ~~the~~behalf ~~Plan~~ of ~~Disposition.~~the ~~The~~Company ~~Plan~~as ofan earned ~~Disposition~~royalty. ~~was~~In ~~not completed within the planned one year period~~addition, ~~and was delayed due to~~ MOXC’s ~~then~~had ~~proposed~~the ~~underwritten~~right ~~offering and exchange listing. On May 24, 2016, due~~ to acquire the ~~MOXC~~new ~~Reverse~~IP ~~Stock~~Rights ~~Split,~~that ~~effective~~are ondeveloped ~~June~~by ~~20, 2016,~~ the Company’s ~~shares~~and insub-license such ~~MOXC~~rights ~~were reduced from 7,782,000 shares~~ to ~~3,891,000~~a ~~shares~~third party. ~~The~~MOXC ~~Company~~was isalso inunder the ~~process~~obligation ofto ~~preparing~~develop ~~and~~the ~~approving~~social amedia ~~revised~~market ~~Plan~~ of ~~Disposition,~~our ~~which~~products ~~takes~~and ~~into~~services ~~account~~in ~~that~~ the ~~Company~~Licensed ~~currently~~Territory. ~~holds~~Immediately ~~3,891,000~~prior ~~shares of MOXC which are currently valued at $11,634,090 and pursuant~~ to ~~which~~ the ~~Company~~execution ~~plans~~of tothe ~~distribute,~~Equity asTransfer ~~a dividend~~Agreement, the ~~3,891,000~~Moxian ~~MOXC~~BVI ~~shares~~Transfer toPrice ~~the Company’s shareholders as of January 29,~~was ~~2015,~~not onpaid aand ~~pro-rata~~no ~~basis,~~license ~~that~~maintenance ~~would~~royalty ~~have~~or ~~been~~earned ~~entitled~~royalty ~~to share in the proceeds of the sale of the MOXC shares by the Company~~ under the ~~original~~License ~~Plan~~and ofAcquisition ~~Disposition,~~Agreement ~~if the Company~~ had ~~consummated such sale~~accrued.

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

The ~~Share~~ ~~Exchange~~Company ~~Agreement~~sought to ~~contained~~acquire ~~representations~~a ~~and~~new ~~warranties~~business byin ~~us,~~the ~~Rebel~~technology FCarea and ~~the~~as ~~Rebel~~a FCresult, ~~Stockholder~~on ~~which~~July ~~are~~23, ~~customary for transactions of this type such as~~2014, ~~with respect to~~ the Company: ~~organization,~~changed ~~good~~its ~~standing~~name ~~and~~from ~~qualification to do business;~~“Moxian ~~capitalization;~~Group ~~subsidiaries;~~Holdings, ~~authorization~~Inc.” ~~and~~to ~~validity~~“Inception ofTechnology ~~the~~Group, ~~transaction~~Inc.” ~~and~~Also, ~~transaction~~effective ~~documents;~~July ~~consents~~23, ~~being~~2014, ~~obtained or not required to consummate~~ the ~~transaction;~~Company noeffected a ~~conflict~~1-for-5 orreverse ~~violation~~split of ~~Articles~~its ofissued ~~Incorporation; with respect to Rebel FC: authorization; capitalization;~~ and ~~title~~outstanding toCommon ~~Rebel~~Stock. ~~FC’s shares of common stock being exchanged~~However, ~~and with respect to Rebel FC Stockholder: authorization;~~ no ~~conflict~~acquisition ~~or violation~~ of ~~law;~~a ~~investment~~technology ~~purpose;~~business ~~reliance~~was ~~on exemption on the Company’s~~closed ~~Common Stock to be exchanged; and transfer~~ or ~~resale pursuant to the Securities Act~~consummated.

~~Our~~On December 5, 2014, ~~acquisition~~the Company amended its Articles of Incorporation to change its corporate name from “Inception Technology Group, Inc.” to “Rebel FCGroup, Inc.” and effectuated a 1-for-20 reverse stock split of its ~~subsidiaries~~Common ~~pursuant~~Stock, towithout changing the ~~Share~~par value ~~Exchange~~or ~~Agreement~~the number of authorized shares of the Common Stock (the “Reverse Split”). The business plan of the Company was ~~accounted~~originally ~~for~~to asutilize a ~~reverse~~social ~~merger~~network platform that integrated social media and ~~recapitalization~~ ~~effected~~business byinto aone ~~share~~single ~~exchange.~~platform ~~Rebel~~to FCpromote businesses ~~was~~of ~~considered~~merchants and assist the ~~acquirer~~targeted ~~for~~clients ~~accounting~~to find consumers online and ~~financial~~bring ~~reporting~~them ~~purposes~~into real-world stores.

~~Simultaneously~~On January 30, 2015, ~~with~~the Board of Directors of the ~~consummation~~Company approved and submitted for approval of the ~~Share~~Company’s ~~Exchange~~shareholders ~~Transaction~~with a majority of voting rights, a Plan of Disposition (“Plan of Disposition”). Under the Plan of Disposition, the Company ~~entered~~proposed ~~into~~to distribute anthe proceeds resulting from the Equity Transfer ~~Agreement~~Transaction (and Sale of Moxian BVI, within one year from the ~~“Equity~~date of the Equity Transfer ~~Agreement~~Transaction,” to the shareholders as of January 29, 2015, on a pro-rata basis except for Rebel FC Stockholder, who agreed to waive such ~~transaction~~proceeds. On January 30, 2015, the ~~“Equity~~Company’s ~~Transfer~~shareholders ~~Transaction”)~~with a majority of voting rights approved the Plan of Disposition. No additional vote of the Company’s shareholders was required or sought in connection with ~~MOXC~~the Plan of Disposition, and the Company’s record shareholders had no appraisal rights in connection with the proposed transactions under the Plan of Disposition. The Plan of Disposition was not completed within the planned one-year period, and was delayed due to ~~sell~~MOXC’s then proposed underwritten offering and exchange listing. On May 24, ~~transfer~~2016, ~~and~~due to the MOXC Reverse Stock Split, ~~convey~~effective 50on June 20, 2016, the Company’s shares in MOXC were reduced from 7,782,000 ~~ordinary~~shares to 3,891,000 shares. The Company is in the process of ~~Moxian~~preparing IPand approving a revised Plan of Disposition, ~~constituting~~which ~~100%~~takes ~~equity~~into ~~interests~~account that the Company currently holds 3,891,000 shares of ~~Moxian~~MOXC IPwhich ~~for~~are currently valued at $611,~~782~~634,~~000~~090 (and pursuant to which the ~~“Moxian IP~~Company ~~Transfer~~plans ~~Price”).~~to ~~The~~distribute, as ~~Moxian~~a IPdividend, ~~Transfer~~the ~~Price~~3,891,000 ~~for~~MOXC ~~Moxian~~shares IPto isthe ~~based~~Company’s onshareholders anas ~~appraisal~~of ~~report~~January 29, ~~dated~~2015, ~~November~~on ~~15,~~a ~~2014~~pro-rata basis, that ~~prepared~~would have been entitled to share in the proceeds of the sale of the MOXC shares by ~~Grant~~the ~~Sherman~~Company ~~Appraisal~~under ~~Limited~~the original Plan of Disposition, if anthe ~~independent~~Company ~~appraiser~~had consummated such sale.

Pursuant to the Equity Transfer Agreement, MOXC agreed to repay the Moxian IP Transfer Price and the Moxian BVI Transfer Price in the aggregate of $7,782,000 in the form of a convertible promissory note (the “Note”) issued by MOXC. The maturity date for the Note was October 30, 2015 with 1% interest per annum, and all sums due under this Note could be converted at the conversion price of $1.00 per share (“Conversion Price”) at the option of MOXC, if the volume weighted average price (“VWAP”) of MOXC’s common stock for a period of thirty (30) trading days immediately prior to the date of conversion was higher than the Conversion Price. Under the Note, MOXC had a right of first refusal to purchase the shares issuable upon conversion at the price of 80% of the VWAP for 30 trading days immediately prior to the date of the proposed repurchase by MOXC.3

3Also on January 30, 2015, REBL, Rebel FC and the sole stockholder of Rebel FC (the “Rebel FC Stockholder”) entered into and consummated transactions pursuant to a Share Exchange Agreement (the “Share Exchange Agreement,” such transaction referred to as the “Share Exchange Transaction”), whereby the Company issued to the Rebel FC Stockholder 20,700,000 shares of its Common Stock, par value $0.0001 per share, in exchange for 100% of the equity interests of Rebel FC held by the Rebel FC Stockholder. The shares of our Common Stock received by the Rebel FC Stockholder in the Share Exchange Transaction then constituted approximately 90% of our issued and outstanding Common Stock. As a result of the Share Exchange Transaction, Rebel FC, together with its subsidiaries, Pure Heart and SCA Capital, became REBL’s wholly-owned subsidiaries.

OnThe Share Exchange ~~August~~Agreement ~~14,~~contained ~~2015~~representations and warranties by us, ~~due~~Rebel toFC and the ~~VWAP~~Rebel ofFC ~~the~~Stockholder ~~MOXC~~which ~~common~~are ~~stock~~customary for 30transactions of ~~trading~~this ~~day~~type ~~prior~~such as, with respect to ~~August~~the 14Company: organization, ~~2015~~good ~~was~~standing ~~higher~~and ~~than~~qualification ~~$1.00,~~to ~~which triggered~~do ~~the~~business; ~~clause~~capitalization; subsidiaries; ofauthorization ~~conversion~~and ~~under~~validity of the ~~MOXC~~transaction ~~Note,~~and ~~MOXC~~transaction ~~notified~~documents; usconsents ~~that~~being itobtained ~~elected~~or not required to ~~convert~~consummate the ~~amount~~transaction; no conflict or violation of ~~$3,891,000~~Articles ~~under~~of Incorporation; with respect to Rebel FC: authorization; ~~the~~capitalization; ~~MOXC~~and ~~Note~~title ~~into~~to ~~3,891,000~~Rebel FC’s shares of ~~the MOXC~~ common stock atbeing ~~the~~exchanged, ~~conversion~~and ~~price~~with ofrespect ~~$1.00~~to ~~(the~~Rebel ~~“August~~FC ~~Conversion”).~~Stockholder: Asauthorization; ano ~~result~~conflict or violation of ~~the~~law; ~~August~~investment ~~Conversion,~~purpose; ~~the~~reliance ~~remainder~~on ~~amount~~exemption ofon the ~~MOXC~~Company’s ~~Note~~Common ~~was~~Stock ~~$3,891,000~~to be exchanged; and transfer or resale pursuant to the Securities Act.

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

~~Immediately after~~Simultaneously with the ~~completion~~consummation of the Share Exchange Transaction, ~~and~~the Company entered into an Equity Transfer Agreement (the “Equity Transfer Agreement,” ~~Transaction~~such transaction, the ~~Company~~“Equity ~~discontinued~~Transfer ~~its~~Transaction”) ~~social media~~with ~~business~~MOXC, to sell, transfer, and ~~changed~~convey ~~its~~50,000 ordinary ~~business~~shares toof ~~producing~~Moxian ~~dynamic~~IP, ~~Mixed~~constituting ~~Martial~~100% ~~Arts~~equity interests of Moxian IP for $6,782,000 (the “~~MMA~~Moxian IP Transfer Price”). The ~~fighting~~Moxian ~~events~~IP ~~and~~Transfer ~~promoting MMA~~Price ~~fighting~~for inMoxian ~~China~~IP ~~and~~is ~~Singapore~~based on an appraisal report, dated November 15, 2014, prepared by Grant Sherman Appraisal Limited, an independent appraiser.

~~Rebel Holdings~~Pursuant ~~Limited~~to ~~(Rebel~~the ~~FC)~~Equity Transfer Agreement, ~~which~~MOXC ~~utilizes~~agreed to repay the ~~trade~~Moxian ~~name~~IP ofTransfer ~~Rebel~~Price ~~Fighting~~and ~~Championship,~~the ~~was~~Moxian ~~incorporated~~BVI onTransfer ~~October~~Price ~~28,~~in ~~2014~~the aggregate of $7,782,000 in the ~~British~~form ~~Virgin~~of ~~Islands~~a ~~and~~convertible ~~engages~~promissory innote (the ~~business~~“Note”) ofissued ~~hosting~~by ~~and~~MOXC. ~~promoting~~The ~~MMA~~maturity ~~events.~~date Onfor ~~January~~the Note was October 30, 2015 with 1% interest per annum, weand ~~completed~~ all sums due under this Note could be converted at the ~~acquisition~~conversion price of ~~Rebel~~$1.00 FCper ~~pursuant~~share (“Conversion toPrice”) at the ~~Share~~option ~~Exchange~~of ~~Agreement.~~MOXC, ~~The~~if ~~acquisition~~the ~~was~~volume ~~accounted~~weighted ~~for~~average asprice (“VWAP”) of MOXC’s common stock for a ~~reverse~~period ~~merger~~of ~~and~~thirty (30) trading days immediately prior to the date of conversion was higher than the Conversion ~~recapitalization~~Price. ~~effected~~Under bythe Note, MOXC had a ~~Share~~right ~~Exchange~~of ~~Transaction.~~first ~~Rebel~~refusal FCto ~~was~~purchase ~~considered~~the shares issuable upon conversion at the ~~acquirer~~price of 80% of the VWAP for ~~accounting~~30 ~~and~~trading ~~financial~~days ~~reporting purposes~~immediately prior to the date of the proposed repurchase by MOXC.

~~Pure Heart~~On ~~was~~August ~~incorporated~~14, ~~under~~2015, due to the ~~laws~~VWAP of ~~Singapore~~the onMOXC ~~August~~common ~~24,~~stock ~~2000~~for ~~under~~30 ~~the~~trading ~~name~~day ~~“Soo~~prior ~~Kee~~to ~~Coffeeshop~~August ~~Pte. Ltd.” Effective November 27~~14, ~~2002,~~2015 itwas ~~changed~~higher ~~its~~than ~~name~~$1.00, towhich ~~“Asia~~triggered ~~Pacific~~the clause ~~Export~~of ~~International~~conversion ~~Pte~~under ~~Ltd.”~~the ItMOXC ~~later~~Note, ~~changed its~~MOXC ~~name~~notified ~~from~~us ~~“Asia~~that ~~Pacific~~it ~~Export~~elected ~~International~~to ~~Pte~~convert ~~Ltd.”~~the toamount ~~“Pure~~of ~~Heart~~$3,891,000 ~~Entertainment~~under ~~Pte~~the ~~Ltd.”~~MOXC ~~on June~~Note 7into 3,891,000 ~~2013.~~shares As of ~~October~~the ~~30,~~MOXC ~~2014,~~common itstock ~~became~~at athe ~~wholly~~conversion ~~owned~~price ~~subsidiary~~ of ~~Rebel FC~~$1.00 ~~Pure~~(the ~~Heart~~“August isConversion”). anAs ~~operating~~a ~~subsidiary~~ result of ~~Rebel FC~~the ~~and~~August isConversion, ~~dedicated~~the toremainder ~~hosting~~amount ~~and~~of ~~promoting~~the ~~MMA~~MOXC ~~events~~Note was $3,891,000.

SCA Capital Limited, a British Virgin Islands company, was incorporated on January 7, 2011 and holds the intellectual property rights relating to the Rebel FC business. On October 28, 2014, SCA Capital became a wholly-owned subsidiary of Rebel FC.4

On ~~October~~ 1September 30, ~~2017~~2015, MOXC ~~the~~notified ~~Company~~us ~~and~~that ~~Pure~~it ~~Heart~~elected ~~Entertainment~~to ~~Pte~~convert ~~Ltd.~~the remainder of the MOXC Note, aof ~~wholly~~$3,891,000 ~~owned~~into ~~subsidiary~~3,891,000 shares of the ~~Company~~MOXC common stock (the “September Conversion”). After the August Conversion and athe ~~company~~September ~~incorporated~~Conversion, consequently, all of ~~under~~the MOXC Note was converted in to the ~~laws~~total of ~~Singapore~~7,782,000 ~~(“Pure~~shares ~~Heart”)~~of ~~entered~~the ~~into~~MOXC acommon ~~share~~stock ~~transfer~~with ~~agreement~~no (amount of the ~~“Share~~MOXC ~~Transfer”)~~Note outstanding. ~~with~~On ~~Naixin~~May Qi24, an2016, ~~individual~~MOXC’s board of directors approved a reverse stock split of MOXC’s issued and outstanding shares of common stock, at a ratio of 1-for-2 (the “~~Shareholder~~MOXC Reverse Stock Split”),. ~~the~~The ~~sole~~MOXC ~~shareholder~~Reverse ofStock ~~Qingdao~~Split ~~Quanyao~~was ~~Sports~~effective ~~Consulting~~on June ~~Co.~~20, ~~Ltd~~2016, a ~~company~~and ~~organized~~pursuant ~~under~~to the ~~laws~~MOXC ofReverse ~~PRC~~Stock (Split, the ~~“Quanyao”)~~Company’s shares in MOXC were reduced from 7,782,000 shares to 3,891,000 shares.

~~Pursuant to~~Immediately ~~the~~after ~~Share Transfer, Pure Heart, through a wholly foreign owned entity (~~the ~~“WOFE”) Rebel Shanghai Limited (“Rebel~~ ~~Shanghai”),~~completion ~~incorporated~~of ~~under~~ the ~~laws~~Share ofExchange ~~PRC~~Transaction onand ~~June 21, 2017, agreed to acquire 100% of~~ the ~~outstanding equity interests (the “~~Equity ~~Stake”)~~Transfer ~~of Quanyao from the Shareholder with the purchase price valued at approximately $7~~Transaction,~~000,000~~ ~~consisting of~~ the ~~following:~~Company ~~(i)~~discontinued ~~the~~its ~~forgiveness~~social ofmedia ~~debt owed by Quanyao to Pure Heart as of October 1, 2017, in the amount of approximately~~business ~~$2,825,000 (the “Forgiven Debts”)~~ and ~~(ii)~~changed ~~12,000,000~~its ~~shares~~business ~~(the~~to ~~“Shares”)~~producing ofdynamic ~~the~~Mixed ~~common~~Martial ~~stock~~Arts ~~of the Company, par value $.0001 per share~~ (~~the~~ “~~Common Stock~~MMA”) ~~(together~~fighting ~~the~~events ~~“Purchase~~and ~~Price”).~~promoting ~~The~~MMA ~~purchase~~fighting ~~price~~in ~~was~~China ~~based~~and ~~on valuation report by an independent appraisal firm~~Singapore.

AsRebel ~~disclosed~~Holdings inLimited (Rebel ~~the~~FC), ~~Form~~which ~~8-K~~utilizes ~~filed with~~ the ~~Securities~~trade ~~and~~name ~~Exchange~~of ~~Commission~~Rebel onFighting ~~August 20~~Championship, ~~2019,~~was incorporated on ~~June~~October 2028, ~~2019,~~2014 in the ~~Board~~British ofVirgin Islands ~~Directors~~and ofengages in the ~~Company~~business ~~approved a distribution~~ of ~~778,200~~hosting ~~shares~~and ofpromoting ~~Moxian~~MMA ~~Inc~~events.’s ~~common~~On ~~stock~~January 30, ~~$0.001~~2015, ~~par~~we ~~value~~completed ~~per~~the ~~share~~acquisition ~~held~~of byRebel FC pursuant to the ~~Company~~Share Exchange Agreement. The ~~Moxian Inc.’s~~acquisition ~~common~~was ~~stock~~accounted ~~will~~for beas ~~distributed~~a toreverse ~~the~~merger ~~shareholders~~and ofrecapitalization ~~the~~effected by ~~Company~~a ~~who~~Share ~~were~~Exchange ~~shareholders~~Transaction. ofRebel FC was considered the ~~Company~~acquirer asfor ofaccounting ~~January 29,~~and ~~2015~~financial reporting purposes.

~~The Share~~Pure ~~Transfer~~Heart was ~~executed~~incorporated under the laws of Singapore on August 24, 2000 under the name “Soo Kee Coffeeshop Pte. Ltd.” Effective November 2127, 2002, ~~2017~~it ~~and~~changed ~~Quanyao~~its ~~officially~~name to “Asia Pacific Export International Pte Ltd.” It later changed its name from “Asia Pacific Export International Pte Ltd.” to “Pure Heart Entertainment Pte Ltd.” on June 7, 2013. As of October 30, 2014, it became a wholly- owned subsidiary of Rebel ~~Shanghai~~FC. Pure Heart is an operating subsidiary of Rebel FC and is dedicated to hosting and promoting MMA events.

~~Quanyao is~~SCA Capital Limited, a ~~company~~British ~~which~~Virgin ~~was~~Islands ~~established~~company, ~~under~~was ~~the~~incorporated ~~laws of PRC~~ on ~~December~~January 47, ~~2014.~~2011 ~~It organizes, promotes~~ and ~~hosts MMA events in China. Quanyao~~ holds ~~50%~~the ~~equity~~intellectual ofproperty ~~Qingdao~~rights ~~Leibo~~relating ~~Sports~~to ~~Culture~~the Rebel ~~Co.~~FC ~~Ltd~~business. ~~(“Leibo”),~~On aOctober ~~company~~28, ~~incorporated under the laws of PRC on January 8~~2014, ~~2015~~SCA ~~which~~Capital ~~also~~became ~~organizes,~~a ~~promotes~~wholly-owned ~~and~~subsidiary ~~hosts~~of ~~MMA~~Rebel ~~events~~FC.

~~Quanyao and~~On ~~Leibo~~October ~~together~~1, ~~held 4 events in China between 2015 to~~ 2017 ~~under~~ , the ~~Rebel~~Company ~~brand~~and inPure ~~accordance~~Heart ~~with~~Entertainment ~~Cooperation~~Pte ~~Agreement with Pure Heart~~Ltd., ~~Quanyao~~a ~~held~~wholly 2owned ~~events~~subsidiary inof ~~China~~the inCompany ~~2018.~~and ~~One~~a ~~event,~~company ~~Rebel~~incorporated FCunder 7the laws -of ~~Fight~~Singapore ~~for~~(“Pure ~~Honor,~~Heart”) isentered ~~held~~into ata ~~Kerry Hotel~~share ~~Pudong~~transfer inagreement ~~Shanghai~~(the on“Share ~~April~~Transfer”) 29with Naixin Qi, ~~2018.~~an ~~The~~individual ~~other~~(the ~~event~~“Shareholder”), ~~Rebel~~the FCsole 8-shareholder Aof ~~Warrior’s~~Qingdao ~~Return,~~Quanyao isSports ~~held~~Consulting atCo. ~~Tianhe~~Ltd, ~~Sports~~a ~~Stadium~~company inorganized ~~Guangzhou~~under onthe ~~May~~laws 30of ~~2018~~PRC (the “Quanyao”).

4Pursuant to the Share Transfer, Pure Heart, through a wholly foreign owned entity (the “WOFE”) Rebel Shanghai Limited (“Rebel Shanghai”), incorporated under the laws of PRC on June 21, 2017, agreed to acquire 100% of the outstanding equity interests (the “Equity Stake”) of Quanyao from the Shareholder with the purchase price valued at approximately $7,000,000 consisting of the following: (i) the forgiveness of debt owed by Quanyao to Pure Heart as of October 1, 2017, in the amount of approximately $2,825,000 (the “Forgiven Debts”) and (ii) 12,000,000 shares (the “Shares”) of the common stock of the Company, par value $.0001 per share (the “Common Stock”) (together the “Purchase Price”). The purchase price was based on valuation report by an independent appraisal firm.

~~The~~Quanyao is a company ~~following~~which ~~diagram~~was ~~sets~~established ~~forth~~under the ~~structure~~laws of ~~the~~PRC ~~Company~~on asDecember 4, 2014. It organizes, promotes and hosts MMA events in China. Quanyao holds 50% equity of Qingdao Leibo Sports Culture Co. Ltd. (“Leibo”), a company incorporated under the ~~date~~laws of ~~this~~PRC ~~Report:~~on January 8, 2015 which also organizes, promotes and hosts MMA events. Quanyao and Leibo together held 4 events in China between 2015 to 2017 under the Rebel brand in accordance with Cooperation Agreement with Pure Heart. Quanyao held 2 events in China in 2018. One event, Rebel FC 7 - Fight for Honor, is held at Kerry Hotel Pudong in Shanghai on April 29, 2018. The other event, Rebel FC 8- A Warrior’s Return, is held at Tianhe Sports Stadium in Guangzhou on May 30, 2018. The most recent MMA event, Return of the Champion, was held on September 7, 2019 at Hongkou Indoor Stadium, Shanghai, China.

~~Our~~The Share Transfer ~~Strategy~~was executed on November 21, 2017 and Quanyao officially became wholly-owned subsidiary of Rebel Shanghai.

~~Our objective is to become the most recognized MMA sports and media brand in China. To achieve this objective, we intend to employ the following strategies:~~5

~~Hosting Successful~~As ~~Events~~disclosed in ~~China.~~the Form We8-K ~~have~~filed ~~hosted~~with ~~eight~~the ~~MMA~~Securities ~~events~~and soExchange ~~far.~~Commission ~~Our~~on ~~two~~August ~~most~~20, ~~recent~~2019, ~~events were held~~ on ~~April 29th~~June ~~2018~~20, ~~and May 30th 2018~~2019, ~~obtaining~~the ~~average~~Board ~~viewership~~ of ~~over~~Directors ~~four~~of ~~million on television and eight~~the ~~million~~Company onapproved ~~digital~~a ~~and~~distribution ~~social~~of ~~media~~778,200 ~~platforms.~~shares ~~We intend to leverage the success~~ of ~~our~~Moxian ~~most~~Inc.’s ~~recent~~common ~~events~~stock, to$0.001 ~~increase~~par ~~our ticket~~value ~~sales,~~per ~~sponsorship~~share ~~deals,~~held ~~television~~by ~~distribution~~the ~~and~~Company. ~~media~~Moxian ~~rights~~Inc.’s Wecommon ~~plan~~stock towill ~~achieve~~be ~~the~~distributed ~~following business revenue projection: Up~~ to ~~US$400,000~~the inshareholders ~~ticket~~of ~~sales~~the ~~and~~Company ~~US$9.9~~who ~~million~~were inshareholders ~~sponsorship~~of ~~deals~~the ~~from our currently planned four events~~Company inas ~~the~~of ~~second~~January ~~half~~29, ~~of 2019~~2015.

~~Identifying and~~The ~~Signing~~following ~~Top Chinese Prospects. Rebel will focus its tournament setting strategy on featuring competition between top~~diagram ~~professional~~sets ~~Chinese~~forth ~~athletes against highly ranked professional athletes from around~~ the ~~world.~~structure Inof order to achieve that, Rebel will implement a comprehensive scouting program throughout China to identify promising Chinese athletes to join Rebel in multi-fight agreements. This strategy will ensure Rebel to develop and retain top Chinese athletes, which will enhance our positioning in the ~~MMA~~Company ~~market~~as ~~and~~of ~~enable Rebel to host high quality tournaments. Rebel’s differential in understanding~~ the ~~Chinese~~date martial arts tradition will enable Rebel to attract the best Chinese fighters to compete on our events. Currently, we have secured three exclusive engagement contract with Wenbo Liu, who is a Chinese middleweight champion of ~~Legend~~this ~~Fighting Championship, a well-known Hong Kong-based MMA promoter. We plan to sign more exclusive engagement contract with more top professional Chinese athletes like Wenbo Liu.~~Report:

5Our Strategy

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

~~Securing Key~~● ~~Venues.~~Hosting WeSuccessful ~~intend~~Events ~~to produce MMA events at key venues~~ in ~~four~~China. ~~major~~We ~~Chinese~~intend ~~cities--~~to ~~Shanghai,~~leverage ~~Shenzhen,~~the ~~Guangzhou and~~success ~~Beijing.~~of ~~This~~our ~~strategy~~most ~~will~~recent ~~allow~~events us to ~~build~~increase up our ~~brand~~ticket ~~name~~sales, insponsorship ~~China’s~~deals, ~~affluent~~television ~~coastal~~distribution ~~cities~~ and ~~grow~~media ~~our brand and fan base in mid-class Chinese families~~rights.

~~Obtaining Sponsorships~~● Identifying and Signing Top Chinese Prospects. ~~Our~~Rebel ~~initial~~will ~~business~~focus ~~plan~~its ~~was~~tournament tosetting ~~obtain~~strategy ~~sponsorships~~on ~~sufficient~~featuring tocompetition ~~cover~~between ~~our~~top ~~event~~professional ~~production~~Chinese ~~costs~~athletes against highly ranked professional athletes from around the world. ~~However~~In order to achieve that, we ~~desire~~Rebel will implement a comprehensive scouting program throughout China to ~~increase~~identify ~~our~~promising ~~revenues~~Chinese ~~through~~athletes ~~expanding~~to ~~our~~join ~~sponsorships~~Rebel in multi-fight agreements. ~~Currently~~This strategy will ensure Rebel to develop and retain top Chinese athletes, wewhich ~~rely~~will onenhance ~~local~~our positioning in the MMA market and ~~regional~~enable ~~sponsors~~Rebel ~~for~~to host high quality tournaments. Rebel’s differential in understanding the Chinese martial arts tradition will enable Rebel to attract the best Chinese fighters to compete on our ~~live~~ events. Currently, ~~although~~ we ~~plan~~have tosecured ~~establish~~three ~~sponsorship~~exclusive ~~and~~engagement ~~advertising~~contract ~~arrangements~~ with ~~larger~~Wenbo ~~organizations~~Liu, ~~such~~who asis ~~Venom~~a ~~and Thomas~~Chinese ~~Cook.~~middleweight ~~For~~champion ~~every~~of ~~event~~Legend ~~moving~~Fighting ~~forward~~Championship, wea ~~target~~well-known Hong Kong-based MMA promoter. We plan to ~~obtain~~sign atmore ~~least~~exclusive 10engagement ~~sponsors~~contracts with top professional Chinese athletes like Wenbo Liu.

*Average cost of one MMA event produced by the Company (USD)6

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

	●	*Distributing our Original Content*. We intend to leverage our past successes to produce, distribute and monetize our original MMA contents through domestic and international distribution arrangements. We intend to establish live television arrangements with various distribution channels in China and Singapore such as Starhub TV, Guangdong Sports TV, Beijing Sports TV and Qinghai Satellite TV. In addition to television broadcasting, the Company plans to build pay-per-view (“PPV”) viewership model to attract more audiences. PPV is a type of live broadcast service by which a viewer can purchase events to view via private channel at the same time with everyone else ordering it. We plan to distribute our live MMA events through PPV viewership model in 2020 and charge between $5 to $10 for each PPV MMA event.

~~Development of~~● aSecuring ~~Reality~~Key ~~Television Show~~Venues. We ~~plan~~intend to produce aMMA ~~12-episode~~events ~~reality~~at ~~show~~key ~~which~~venues ~~will~~in befour ~~distributed across~~ major Chinese ~~internet~~ ~~platforms.~~cities-- ~~The~~Shanghai, ~~show~~Shenzhen, ~~will~~Guangzhou ~~feature Chinese professional MMA fighters training~~ and ~~competing against each other to win a prize of 1,000,000 RMB~~Beijing. WeThis ~~believe~~strategy ~~that the show~~ will ~~provide~~allow us ~~with~~to anbuild ~~independent~~up ~~revenue~~our ~~stream~~brand ~~and~~name ain ~~good~~China’s ~~marketing~~affluent ~~tool to~~coastal ~~establish~~cities aand ~~better~~grow our brand ~~name~~and ~~recognition~~fan base in ~~China~~mid-class Chinese families.

~~Establishment of~~● ~~Adjacent~~Securing ~~Revenue Streams~~Sponsorships. ~~The~~We ~~major~~intend ~~companies~~to inincrease our ~~industry~~revenues ~~have~~through ~~utilized~~expanding ~~their~~our ~~brand~~sponsorships. toCurrently, ~~derive~~we ~~revenue~~rely byon ~~establishing gyms~~local and ~~selling~~regional ~~merchandise.~~sponsors ~~For~~for ~~example,~~our ~~UFC~~live ~~derived $19~~events,~~000,000~~ ~~(3.5%~~although ofwe ~~their~~plan ~~total~~to ~~revenue)~~establish ~~from~~sponsorship ~~the~~and ~~sale~~advertising ofarrangements ~~merchandise in~~with ~~2015.~~larger ~~Thus,~~organizations wesuch ~~intend~~as toVenom ~~establish~~and ~~our~~Thomas ~~Rebel~~Cook. ~~brand~~For ~~name~~every ~~gyms~~event ~~and~~moving ~~produce~~forward, ~~our~~we ~~own~~target ~~exclusive~~to ~~merchandise~~obtain inat ~~the~~least ~~near~~10 ~~future~~sponsors.

6● Development of a Reality Television Show. We plan to produce a 12-episode reality show which will be distributed across major Chinese internet platforms. The show will feature Chinese professional MMA fighters training and competing against each other to win a prize of RMB1,000,000 (USD$144,773). We believe that the show will provide us with an independent revenue stream and a good marketing tool to establish a better brand name recognition in China.

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

~~The market~~Industry ~~for live~~ and ~~televised MMA events content is extremely competitive.~~Competition

~~The~~In the past 20 years, ~~main~~modern ~~competitors~~day Mixed Martial Arts (“MMA”) has developed from a martial art style banned in ~~our~~most U.S. states to an international sports phenomenon that has reached a high level of recognition and popularity. MMA is a full contact sport that permits fighters to use techniques from various martial art disciplines and combat sports such as boxing, wrestling, taekwondo, karate, Brazilian jiu-jitsu, muay thai, and judo. The “MMA industry” generates revenues by promoting live MMA bouts, ~~specifically~~and inthrough ~~China~~pay-per-view, video-on-demand ~~which~~and ~~include~~televised ~~but~~MMA ~~are~~event ~~not~~programming, ~~limited~~merchandise ~~to:~~sales, event and fighter sponsorships, and the monetization of MMA-related intellectual property royalties.

●According ~~The~~to ~~Ultimate~~IBIS ~~Fighting~~World’s Martial ~~Championship~~Arts Studios Market Research Report issued in August 2018, the total market value of MMA in the US is 4 billion USD (“http://www.ibisworld.com/industry/martial-arts-studios.html). While no report online has precise figures of the growth of the MMA industry worldwide, UFC”’s, the American-based MMA promotion whose standards all MMA promotions around the world are measured, latest valuation at 5 billion USD (https://www.forbes.com/sites/noahkirsch/2017/09/07/exclusive-billionaire-fertitta-brothers-sell-remaining-ufc-stakes-at-5-billion-valuation/#3f2875b74d69); demonstrate the potential MMA holds. UFC states on its website that its live MMA events are currently televised in over 129 countries and territories and watched by approximately 800 million households in 28 languages.

●The ~~Bellator~~market for live and televised MMA ~~(“Bellator”);~~events content is extremely competitive. The main competitors in our industry, specifically in China, which include but are not limited to:

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

● ~~Kunlun~~Bellator ~~Fight,~~MMA ~~a fighting club located in China which broadcasts its events over the Chinese television channel.~~(“Bellator”);

~~The principal~~● ~~competitive~~ONE ~~factors~~Fighting Championship (“OFC”), which is based in ~~our~~Singapore ~~industry~~and ~~include:~~targets the Asia market; and

● ~~The~~Kunlun ~~ability~~Fight, toa ~~attract~~fighting ~~and~~club ~~retain~~located ~~successful professional fighters~~ in ~~order~~China towhich ~~promote~~broadcasts its events ~~that~~over ~~are~~the ~~appealing~~Chinese totelevision ~~fans and sponsors;~~channel.

~~● The ability to promote a large number of events and bouts so that fighters are willing to commit to multi-fight agreements;~~7

● The ~~ability~~principal tocompetitive ~~produce~~factors ~~high-quality~~in ~~media~~our industry ~~content on a consistent basis to secure television and other media distribution arrangements; and~~include:

● The ability to ~~generate~~attract ~~brand~~and ~~awareness~~retain successful professional fighters in ~~China~~order to promote events that are appealing to fans and sponsors;

~~Our Competitive~~● ~~Strengths~~The ability to promote a large number of events and bouts so that fighters are willing to commit to multi-fight agreements;

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

~~Based~~● ~~upon~~The ~~Weibo~~ability ~~followers, we have signed contracts with three of the nine most popular MMA fighters from China, Wenbo Liu, Ning Guangyou and Yao Honggang. We plan~~ to ~~utilize~~generate ~~this~~brand ~~local~~awareness ~~popularity to establish a prominent fan base~~ in ~~MMA crazed~~ China ~~by marketing these up and coming Chinese fighters to the Chinese market~~.

~~Government Regulation~~ Our Competitive Strengths

InDespite ~~order~~the tocompetition we ~~organize~~face, ~~and~~we ~~host~~believe athat ~~live~~our ~~event in~~approach of delivering high quality content concentrating on the untapped combat sports market in China, centered around Chinese fighters and fans, where we ~~need~~believe we have the resources and experience to ~~obtain~~penetrate athe ~~license~~market and ~~from~~grow our business, enables us to address the ~~local~~competitive ~~Police~~factors ~~Department~~more effectively and thrive in this competitive market. WeThe major ~~also~~MMA ~~need~~promotors, toUFC, ~~comply~~Bellator, ~~with~~OFC, provide high quality content, however, they mainly focus on promotion in the ~~rules~~United States, Latin America, Europe and ~~regulations required~~South-East byAsia, and not China. At the ~~State~~same oftime, ~~Administration~~the ~~Radio~~major ~~Film~~Chinese promoters focus more on kickboxing and ~~Television~~do not provide the same high quality MMA focuses content as Rebel.

~~Rebel~~Based ~~counts~~upon Weibo followers, we have signed contracts with three of the ~~services~~nine ofmost apopular ~~company~~MMA ~~specialized~~fighters infrom ~~handling the~~China, ~~documentation~~Wenbo Liu, Ning Guangyou and ~~end-to-end~~Yao ~~process~~Honggang. We ~~required~~plan byto ~~the~~utilize ~~various~~this ~~Chinese~~local ~~departments,~~popularity ~~such~~to asestablish ~~the~~a ~~police~~prominent ~~and~~fan ~~fire~~base ~~departments,~~ in ~~order~~MMA tocrazed ~~acquire~~China ~~the~~by ~~license~~marketing tothese ~~host~~up and coming Chinese fighters to the ~~events~~Chinese market.

~~Intellectual Property~~Government Regulation

~~The~~In order to organize ~~PRC~~and ~~has~~host ~~domestic~~a ~~laws~~live ~~for~~event in China, we need to obtain a license from the ~~protection~~local ofPolice ~~rights~~Department. inWe ~~copyrights,~~also ~~trademarks~~need to comply with the rules and ~~trade~~regulations ~~secrets~~required by the State of Administration Radio Film and Television. ~~The~~Rebel ~~PRC~~counts iswith ~~also~~the services of a ~~signatory~~company specialized in handling the documentation and end-to ~~all~~-end ofprocess required by the ~~world’s~~various ~~major~~Chinese ~~intellectual~~departments, ~~property~~such ~~conventions~~as the police and fire departments, ~~including:~~in order to acquire the license to host the events.

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

●The ~~Paris~~PRC ~~Convention~~has domestic laws for the ~~Protection~~protection of ~~Industrial~~rights ~~Property~~in ~~(March~~copyrights, 19trademarks and trade secrets. The PRC is also a signatory to all of the world’s major intellectual property conventions, ~~1985);~~including:

● ~~Patent~~Convention ~~Cooperation~~establishing ~~Treaty~~the World Intellectual Property Organization (~~January~~June 13, ~~1994~~1980); ~~and~~

● ~~Agreement~~Paris onConvention ~~Trade-Related~~for ~~Aspects~~the Protection of ~~Intellectual~~Industrial Property ~~Rights~~ (~~November~~March 1119, ~~2001~~1985).;

~~The PRC~~● ~~Trademark~~Patent ~~Law,~~Cooperation ~~adopted~~Treaty in(January ~~1982 and revised in 2013~~1, ~~with~~1994); ~~its implementation rules adopted in 2014, protects registered trademarks. The Trademark Office of the State Administration of Industry~~ and ~~Commerce of the PRC, handles trademark registrations and grants trademark registrations for a term of ten years.~~

~~Our primary~~● ~~trademark~~Agreement ~~portfolio~~on ~~consists~~Trade-Related ofAspects ~~11 registered trademarks. Our trademarks are valuable assets that reinforce the brand and our consumers’ favorable perception~~ of ~~our~~Intellectual ~~products.~~Property ~~The~~Rights ~~current~~(November ~~registrations of these trademarks are effective for varying periods of time and may be renewed periodically~~11, ~~provided that we, as the registered owner, comply with all applicable renewal requirements including, where necessary, the continued use of the trademarks in connection with similar goods~~2001). ~~In addition to trademark protection, we own the URL designation and domain name, www.rebelfightingchampionship.com.~~

7The PRC Trademark Law, adopted in 1982 and revised in 2013, with its implementation rules adopted in 2014, protects registered trademarks. The Trademark Office of the State Administration of Industry and Commerce of the PRC, handles trademark registrations and grants trademark registrations for a term of ten years.

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

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

8We have registered the following trademarks:

Employees

Trademark	Country of Registration	Application Number	Class	Duration	Current Owner

	Singapore	T131264IZ	41	Set to expire in 2023	SCA Capital Limited

	China	16036465	28	Set to expire in 2026	SCA Capital Limited

	China	16036464	32	Set to expire in 2026	SCA Capital Limited

	China	16036461	41	Set to expire in 2026	SCA Capital Limited

	China	16036463	35	Set to expire in 2026	SCA Capital Limited

	China	18720895	41	Set to expire in 2027	SCA Capital Limited

	China	18720894	41	Set to expire in 2027	SCA Capital Limited

	China	18951853	25	Set to expire in 2027	SCA Capital Limited

	China	18720893	28	Set to expire in 2027	SCA Capital Limited

	China	16036466	41	Set to expire in 2026	SCA Capital Limited

	China	16036467	41	Set to expire in 2026	SCA Capital Limited

~~As of September 3, 2019, Rebel FC was composed of around 20 employees based in China and Singapore, which teams are organized in the following departments:~~9

~~● Management~~Employees

●As HRof December 31, 2019, Rebel FC employed 14 employees based in China and Singapore, which teams are organized in the following departments:

● ITManagement

● ~~Finance~~HR

● ~~Project Management~~IT

● ~~Communication, Public Relations and Marketing~~Finance

● ~~Sales~~Project ~~& Sponsorships~~Management

~~Additionally~~● Communication, ~~Rebel~~Public ~~contracts~~Relations ~~external~~and ~~companies to provide specialized services for the organization of the events. The typical services outsourced to external companies are:~~Marketing

● ~~Venue~~Sales ~~production~~& Sponsorships

●Additionally, ~~Video~~Rebel contracts external companies to provide specialized services for the organization of the events. The typical services outsourced to external companies are, among others, venue production, video production, logistics, hospitality services, TV production and broadcasting, and event marketing and advertisement.

~~● Logistics~~Facilities

●We do ~~Hospitality~~not ~~services~~own any real property. Our principal executive and administrative offices are located in Singapore at 7500A Beach Road, Unit 16-324, The Plaza, Singapore. Our rent is approximately SGD 5,700 (USD $4,178) per month. We are renting the property on a month-to-month basis. The Company’s new headquarters are located in Shanghai at the Unit C02, 5/F (Mixpace), Building T2 (CES West Bund Center), NO. 277 Longlan Road, Xuhui District, Shanghai 200030 pursuant to a lease agreement with a monthly rent of RMB 13,500 (USD $1,954). The lease will expire on March 18, 2021.

●ITEM TV1A. ~~Production~~RISK ~~and broadcasting~~FACTORS

●Certain ~~Event~~factors could ~~marketing~~have a material adverse effect on our business, financial condition, results of operations and ~~advertisement~~prospects. You should consider carefully the risks and uncertainties described below, in addition to other information contained in this Annual Report on Form 10-K, including our consolidated financial statements and related notes. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties of which we are unaware, or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition, results of operations and prospects. If any of the following risks occurs, our business, financial condition, results of operations and prospects could be materially and adversely affected. In that event, the trading price of our common stock could decline, and you could lose part or all of your investment.

~~● Among others~~10

~~Facilities~~Risks Related to Our Business

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

9We have incurred $19,201,492 and $8,370,529 of accumulated deficits for the years ended December 31,2019 and 2018 respectively. As of December 31, 2019, we had a stockholders’ deficit of $4,024,723. If our revenue grows more slowly than currently anticipated, or if operating expenses are higher than expected, we may be unable to consistently achieve profitability, our financial condition will suffer, and the value of our common stock could decline. We may incur losses in the foreseeable future as we continue to develop and market our portfolio. If revenue from any of our current or future portfolio offerings is insufficient, or if our product development is delayed, we may be unable to achieve profitability and, in the event we are unable to secure financing for prolonged periods of time, we may need to temporarily curtail operations.

~~ITEM~~There is substantial doubt as to ~~1A.~~our ~~RISK~~ability ~~FACTORS~~to continue as a going concern

AsThe negative operating results of cash flow and working capital in 2019 raise substantial doubt about our ability to continue as a ~~“smaller~~going ~~reporting~~concern. ~~company”~~Our financial statements do not include any adjustments that might result if we are unable to continue as ~~defined~~a bygoing ~~Item~~concern. 10If we are unable to continue as a going concern, holders of ~~Regulation~~our ~~S-K~~common stock might lose their entire investment. Our continued operations are highly dependent upon our ability to increase revenues, ~~the~~decrease ~~Company~~operating iscosts, ~~not~~and if needed complete equity and/or debt financing. We believe if we are unable to obtain our resources to fund operations, we may be required to ~~provide~~delay ~~the~~scale back or eliminate ~~information~~some ~~required~~or byall ~~this~~of ~~Item~~our planned operations, which may have a material adverse effect on our business, results of operations and ability to operate as a going concern.

~~ITEM~~Changes in public and consumer tastes ~~1B.~~and ~~UNRESOLVED~~preferences ~~STAFF~~and ~~COMMENTS~~industry trends could reduce demand for our services and content offerings and adversely affect our business.

AsOur ability to generate arevenues ~~“smaller~~is ~~reporting~~highly ~~company”~~sensitive to rapidly changing consumer preferences and industry trends, as ~~defined~~well byas ~~Item~~the 10popularity of ~~Regulation~~the ~~S-K~~talent we represent, and the ~~Company~~assets iswe ~~not~~own. ~~required~~Our success depends on our ability to ~~provide~~offer premium content through popular channels of distribution that meet the changing preferences of the broad consumer market and respond to competition from an expanding array of choices facilitated ~~information~~by ~~required~~technological developments in the delivery of content. Our operations and revenues are affected by ~~this~~consumer ~~Item~~tastes and entertainment trends, including the market demand for the distribution rights to live sports events, which are unpredictable and subject to change and may be affected by changes in the social and political climate. Changes in consumers’ tastes or a change in the perceptions of our business partners, whether as a result of the social and political climate or otherwise, could adversely affect our operating results. Our failure to avoid a negative perception among consumers or anticipate and respond to changes in consumer preferences, including in the form of content creation or distribution, could result in reduced demand for our services and content offerings or those of our clients and owned assets across our platform, which could have an adverse effect on our business, financial condition and results of operations.

~~ITEM~~We may not be able to adapt to or 2.manage ~~PROPERTIES~~new content distribution platforms or changes in consumer behavior resulting from new technologies.

~~Our~~We ~~headquarters~~must successfully isadapt ~~located~~to and manage technological advances in our industry, including the ~~heart~~emergence of ~~downtown~~alternative ~~Singapore~~distribution atplatforms. ~~7500A~~If ~~Beach~~we are ~~Road,~~unable ~~Unit~~to ~~13-313,~~adopt ~~The~~or ~~Plaza,~~are ~~Singapore.~~late Wein ~~pay~~adopting ~~our~~technological ~~landlord~~changes ~~SGD 3,317~~and ~~(USD~~innovations $2that other entertainment providers offer,~~480)~~ asit may ~~rent~~lead ~~per~~to ~~month.~~a Weloss ~~are~~of ~~renting~~consumers ~~the~~viewing ~~property~~our oncontent, a ~~month~~reduction toin ~~month~~revenues ~~basis,~~from ~~the~~attendance ~~Company~~at ~~plans~~our tolive ~~move~~events, toa ~~bigger~~loss of ticket ~~premises~~sales or lower ticket fees. ~~The~~It ~~Company~~may also lead to a reduction in our clients’s ability to monetize new ~~operation~~platforms. ~~headquarters~~Our isability to ~~located~~effectively ingenerate ~~Shanghai~~revenue atfrom ~~the~~new ~~Unit~~distribution ~~C02,~~platforms ~~5/F~~and ~~(Mixpace),~~viewing ~~Building~~technologies T2will ~~(CES~~affect our ability to maintain and ~~West~~grow ~~Bund~~our ~~Center), No~~business.~~277~~ ~~Longlan~~If ~~Road,~~we ~~Xuhui~~fail ~~District,~~to ~~Shanghai 200030~~adapt ~~pursuant~~our distribution methods and content to aemerging ~~lease~~technologies ~~agreement~~and ~~with~~new adistribution ~~monthly~~platforms, ~~rent~~while ofalso ~~RMB~~effectively ~~13,500~~preventing ~~(USD~~digital $2piracy,~~009).~~ ~~The~~our ~~lease~~ability ~~will~~to ~~expire~~generate revenue from our targeted audiences may decline and could result in an adverse effect on ~~March~~our 18business, ~~2020~~financial condition and results of operations.

~~ITEM 3. LEGAL PROCEEDINGS~~11

~~From~~Because ~~time~~our tosuccess ~~time,~~depends ~~the~~substantially on ~~Company~~our ~~may~~ability ~~become~~to ~~involved~~maintain ina ~~various lawsuits~~professional ~~and~~reputation, ~~legal~~adverse ~~proceedings~~publicity ~~which~~concerning ~~arise~~us, inone ~~the ordinary course~~ of ~~business.~~our ~~Litigation is subject to inherent uncertainties~~businesses, ~~and~~ anour ~~adverse~~clients ~~result in these~~ or ~~other~~our key ~~matters~~personnel ~~may~~could ~~arise~~adversely ~~from~~affect ~~time to time that may harm~~ our business.

OnOur ~~November~~professional 5,reputation is ~~2018,~~essential to our continued success and any decrease in the ~~Company~~quality ~~was~~of ~~served a~~our ~~summon~~reputation ~~for~~could aimpair ~~complaint~~our ~~filed~~ability byto, ~~Ofsink~~among other things, ~~LLC~~recruit ~~(“Ofsink”)~~and onretain ~~September~~qualified ~~13,~~and ~~2018~~experienced agents, inmanagers ~~the~~and ~~Supreme~~other ~~Court~~key ofpersonnel, ~~the~~retain ~~City~~or ofattract agency clients ~~New~~or ~~York~~customers ~~County~~or ofenter ~~New~~into ~~York~~multimedia, ~~against~~licensing ~~the~~and ~~Company~~sponsorship engagements. ByOur ~~filing~~overall ~~the~~reputation ~~complaint~~may be negatively impacted by a number of factors, ~~Ofsink~~including ~~alleged~~negative publicity concerning us, ~~among~~members ~~other~~of ~~claims~~our management or our agents, ~~that~~managers ~~the~~and ~~Company~~other ~~failed~~key topersonnel. ~~pay~~In ~~for~~addition, ~~its~~we ~~legal~~are ~~services~~dependent ~~rendered~~for ina ~~the~~portion ~~amounts~~of ~~set~~our ~~forth~~revenues on ~~uncontested~~the ~~invoices~~relationships inbetween content providers and the clients ~~amount~~and ofkey ~~$252~~brands,~~822,~~ such as sports leagues and ~~that it~~federations ~~sustained~~and ~~damages~~collegiate insporting ~~the~~institutions, ~~sum~~that ofwe ~~$252~~represent,~~822~~ ~~plus~~many ~~interest~~of whom ~~and~~are ~~attorney’s~~significant ~~fees~~public aspersonalities awith ~~result~~large ofsocial ~~the~~media ~~non-payment~~followings ofwhose ~~the~~actions ~~invoices~~generate significant publicity and public ~~rendered~~interest. ~~The~~Any ~~complaint~~adverse ~~seek,~~publicity ~~among~~relating ~~other~~to ~~relief,~~such ~~compensatory~~individuals ~~damages~~or ~~and~~entities ~~plaintiff’s~~that ~~counsel’s~~we ~~fees.~~employ Onor ~~December 18~~represent, ~~2019~~or to our company, ~~Ofsink~~including from ~~voluntarily~~reported ~~dismissed~~or ~~its~~actual ~~lawsuit~~incidents ~~against~~or ~~the~~allegations ~~Company~~of ~~without~~illegal ~~prejudice.~~or ~~Ofsink~~improper ~~informed~~conduct, ~~the~~such ~~Company~~as ~~that~~harassment, itdiscrimination ~~had~~or other misconduct, ~~planned~~could toresult ~~sell~~in significant media attention, and could have a ~~promissory~~negative ~~note~~impact ~~approximately~~on ~~the~~our ~~amount~~professional ~~Company~~reputation, ~~owed~~potentially toresulting in atermination ~~third~~of ~~party.~~licensing ~~The~~or ~~Company~~other ~~may~~contractual ~~expect~~relationships, ~~the~~our ~~third~~or ~~party entitled~~our employees’ inability to ~~receive~~attract ~~payment~~new customer or client relationships, or the loss or termination of such anemployees’ ~~instrument~~services, toall ~~enforce~~of ~~the~~which ~~promissory~~could ~~note~~adversely affect our business, financial condition and results of operations.

On 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~~markets ~~contract was terminated on July 12, 2018. Due to lapses~~ in ~~rental~~ ~~payment,~~which ~~the~~we ~~latter~~operate ~~froze the bank account of Rebel and brought Rebel to court. On April 24, 2019, the Court ruled Rebel~~are tohighly ~~pay a net amount of RMB 164,865~~competitive.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.

~~ITEM~~We face competition 4from a variety of other companies. ~~MINE~~We ~~SAFETY~~face ~~DISCLOSURES~~competition from alternative providers of the content, services and events we and our clients offer and from other forms of entertainment and leisure activities in a rapidly changing and increasingly fragmented marketplace. Any increased competition, which may not be foreseeable, or our failure to adequately address any competitive factors, could result in reduced demand for our content, live events, clients or key brands, which could have an adverse effect on our business, financial condition and results of operations.

~~Not~~We depend on the continued service ~~applicable~~of the members of our executive management and other key employees, as well as management of acquired businesses, the loss or diminished performance of whom could adversely affect our business.

10Our performance is substantially dependent on the performance of the members of our executive management and other key employees, as well as management of acquired businesses. We seek to acquire businesses that have strong management teams and often rely on these individuals to conduct the day-to-day operations of and pursue the growth of these acquired businesses. Although we have entered into employment and severance protection agreements with certain members of our senior management team and we typically seek to sign employment agreements with the management of acquired businesses, we cannot be sure that any member of our senior management or management of the acquired businesses will remain with us or that they will not compete with us in the future. The loss of any member of our senior management team could impair our ability to execute our business plan and growth strategy, have a negative impact on our revenues and the effective working relationships that our executive management have developed and cause employee morale problems and the loss of additional key employees, agents, managers and clients.

~~PART~~We may be unsuccessful in our strategic IIacquisitions, investments and commercial agreements, and we may pursue acquisitions, investments or commercial agreements for their strategic value in spite of the risk of lack of profitability.

~~ITEM~~We face significant 5uncertainty in connection with acquisitions, investments and commercial agreements. ~~MARKET~~To ~~FOR~~the ~~REGISTRANT’S~~extent ~~COMMON~~we ~~EQUITY~~choose to pursue certain commercial, investment ~~RELATED~~or ~~STOCKHOLDER~~acquisition ~~MATTERS~~strategies, ~~AND~~we ~~ISSUER~~may ~~PURCHASES~~be OFunable ~~EQUITY~~to ~~SECURITIES~~identify suitable targets for acquisition, investment opportunities or commercial deals, or to make these acquisitions, investments or deals on favorable terms. If we identify suitable acquisition candidates, investments or deals, our ability to realize a return on the resources expended pursuing such candidates, investments or deals and to successfully implement or enter into them will depend on a variety of factors, including our ability to obtain financing on acceptable terms and requisite governmental approvals as well as the factors discussed below. Additionally, we may decide to make or enter into acquisitions, investments or commercial agreements with the understanding that such acquisitions, investments or commercial agreements will not be profitable, but may be of strategic value to us. We cannot provide assurances that the anticipated strategic benefits of these acquisitions, investments or commercial agreements will be realized in the long-term or at all.

~~Market Information~~12

~~There is~~Our ~~limited~~compliance ~~public~~with ~~trading~~regulations ~~market~~may limit ~~for~~ our ~~Common~~operations ~~Stock, which is quoted on the OTC Markets OTCQB under the symbol “REBL.” The OTCQB marketplace is a quotation service that displays real-time quotes, last-sale prices,~~ and ~~volume~~future ~~information in over-the-counter (“OTC”) equity securities~~acquisitions. ~~An OTCQB security generally is any equity that is not listed or traded on a national securities exchange.~~

~~OTCQB securities~~We are ~~not~~also ~~listed~~subject to laws and regulations that could significantly affect our ability to expand our business through acquisitions or ~~traded~~enter oninto joint ventures. Our failure to comply with all applicable laws and regulations could result in, among other things, regulatory actions or legal proceedings against us, the ~~floor~~imposition of anfines, ~~organized~~penalties ~~national~~or judgments against us or ~~regional~~significant ~~stock~~limitations ~~exchange~~on our activities. Multiple ~~Instead~~or repeated failures by us to comply with these laws and regulations could result in increased fines, ~~OTCQB~~actions ~~securities~~or legal ~~transactions~~proceedings ~~are~~against ~~conducted~~us. ~~through~~In aaddition, ~~telephone~~the ~~and~~regulatory ~~computer~~environment ~~network~~in ~~connecting~~which ~~dealers~~we operate is subject to change. New or revised requirements imposed by governmental regulatory authorities could have adverse effects on us, including increased costs of compliance. We also may be adversely affected by changes in ~~stocks~~the interpretation or enforcement of existing laws and regulations by these governmental authorities.

~~For the~~We ~~periods~~rely ~~indicated~~on technology, ~~the~~such ~~following~~as ~~table sets forth the high and low bid prices per share of common stock for each quarter within~~our ~~the~~information ~~two~~systems, ~~most~~to ~~recent~~conduct ~~fiscal~~our ~~years~~business. ~~The~~Failure ~~following~~to ~~quotations~~protect ~~reflect the high and low bids for~~ our ~~shares~~technology ofagainst ~~common~~breakdowns ~~stock based on inter-dealer prices, without retail mark-up, mark-down or commission~~ and ~~may~~security ~~not~~breaches ~~represent~~could adversely ~~actual~~affect ~~transactions~~our business.

~~Price~~We rely on technology, ~~Range~~such as our information systems, content distribution systems, ticketing systems and payment processing systems, to conduct our business. This technology is vulnerable to service interruptions and security breaches from inadvertent or intentional actions by our employees, partners and vendors, or from attacks by malicious third parties. Such attacks are of ~~Common~~ever-increasing ~~Stock~~levels of sophistication and are made by groups and individuals with a wide range of motives and expertise, including organized criminal groups, “hacktivists,” nation states and others. The techniques used to breach security safeguards evolve rapidly, and they may be difficult to detect for an extended period of time, and the measures we take to safeguard our technology may not adequately prevent such incidents.

~~The following~~We ~~table~~may ~~shows,~~be ~~for~~unable ~~the~~to ~~periods~~protect ~~indicated, the high and low bid prices per share of~~ our ~~common stock as reported by the~~trademarks ~~OTCQB~~and ~~quotation~~other ~~service.~~intellectual ~~These~~property ~~bid prices represent prices quoted by broker-dealers on the OTC Pink quotation service. The quotations reflect inter-dealer prices~~rights, ~~without~~and ~~retail~~others ~~mark-up,~~may ~~mark-down~~allege orthat ~~commissions,~~we ~~and~~infringe ~~may~~upon ~~not~~their ~~represent~~intellectual ~~actual~~property ~~transactions~~rights.

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

We have invested significant resources in brands associated with our business in an attempt to obtain and protect our public recognition. These brands are essential to our success and competitive position. We have also invested significant resources in the premium content that we produce. Our trademarks and other intellectual property rights are critical to our success and our competitive position. Our intellectual property rights may be challenged and invalidated by third parties and may not be strong enough to provide meaningful commercial competitive advantage. If we fail to maintain our intellectual property, our competitors might be able to enter the market, which would harm our business. Further, policing unauthorized use and other violations of our intellectual property is difficult, particularly given our global scope, so we are susceptible to others infringing, diluting or misappropriating our intellectual property rights. If we are unable to maintain and protect our intellectual property rights adequately, we may lose an important advantage in the markets in which we compete. While we believe we have taken, and take in the ordinary course of business, appropriate available legal steps to reasonably protect our intellectual property, we cannot predict whether these steps will be adequate to prevent infringement or misappropriation of these rights.

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

As a result of our operations in international markets, we are subject to risks associated with the legislative, judicial, accounting, regulatory, political and economic risks and conditions specific to such markets.

~~There is~~We noprovide ~~“public~~services in ~~market”~~various ~~for~~jurisdictions ~~shares~~abroad ofthrough ~~common~~a ~~stock~~number of ~~the~~brands ~~Company.~~and ~~Although~~businesses ~~the~~that ~~Company’s~~we ~~shares~~own ~~are~~and ~~quoted on the OTCQB marketplace~~operate, ~~the~~as ~~Company~~well isas ~~aware~~through ofjoint ~~only~~ventures, and awe ~~few~~expect ~~transactions~~to ~~that~~continue ~~have~~to ~~taken~~expand ~~place~~our ininternational ~~the previous ten years~~presence. InWe ~~any event~~face, noand ~~assurance~~expect ~~can~~to becontinue ~~given~~to ~~that~~face, ~~any~~additional ~~market~~risks ~~for~~in the case ~~Company’s~~of ~~common~~our ~~stock~~existing ~~will~~and ~~develop~~future orinternational beoperations, ~~maintained.~~including:

~~Common Stock~~● political instability, adverse changes in diplomatic relations and unfavorable economic conditions in the markets in which we have international operations or into which we may expand;

Our authorized capital stock consists of 500,000,000 shares of common stock, with a par value of $0.0001 per share, and 100,000,000 shares of preferred stock, par value $0.0001 per share. Our common stock is entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election of directors. Except as otherwise required by law or provided in any resolution adopted by our board of directors with respect to any series of preferred stock, the holders of our common stock will possess all voting power. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all shares of our common stock that are present in person or represented by proxy, subject to any voting rights granted to holders of any preferred stock. Holders of our common stock representing fifty percent (50%) of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our Articles of Incorporation. Our Articles of Incorporation do not provide for cumulative voting in the election of directors.13

11● more restrictive or otherwise unfavorable government regulation of the entertainment and sports industry, which could result in increased compliance costs or otherwise restrict the manner in which we provide services and the amount of related fees charged for such services;

~~Subject to~~● ~~any~~limitations ~~preferential~~on ~~rights of any outstanding series of preferred stock created by our board of directors from time to time,~~ the ~~holders~~ ofenforcement ~~shares~~ of ~~our~~intellectual ~~common~~property ~~stock will be entitled to such dividends (cash, stock, or otherwise) as may be declared from time to time by our board of directors from funds available therefore.~~rights;

~~Subject to~~● ~~any~~enhanced ~~preferential~~difficulties ~~rights~~ of integrating any ~~outstanding~~foreign series of preferred stock created from time to time by our board of directors, upon liquidation, dissolution or winding up, the holders of shares of our common stock will be entitled to receive pro rata all assets available for distribution to such holders.acquisitions;

~~In the~~● ~~event~~limitations ofon ~~any~~the ~~merger~~ability ~~or consolidation with or into another company in connection with which shares~~ of ~~our~~foreign ~~common~~subsidiaries ~~stock~~to ~~are converted~~repatriate ~~into~~profits or ~~exchangeable~~otherwise ~~for~~remit shares of stock, other securities or property (including cash), all holders of our common stock will be entitled to receive the same kind and amount of shares of stock and other securities and property (including cash). Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.earnings;

As● ofadverse ~~September~~tax ~~3, 2019, there were 52,313,151 shares of common stock issued and outstanding.~~consequences;

~~Preferred Stock~~● less sophisticated legal systems in some foreign countries, which could impair our ability to enforce our contractual rights in those countries;

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

~~Warrants~~● variability in venue security standards and accepted practices; and

~~There are~~● ~~currently~~difficulties noin ~~outstanding~~managing ~~warrants~~operations due to distance, language and cultural differences.

~~Options~~Participants and spectators in connection with our live entertainment and sports events are subject to potential injuries and accidents, which could subject us to personal injury or other claims and increase our expenses, as well as reduce attendance at our live entertainment and sports events, causing a decrease in our revenue.

There are ~~currently~~inherent risks to participants and spectators involved with producing, attending or participating in live entertainment and sports events. Injuries and accidents have occurred and may occur from time to time in the future, which could subject us to substantial claims and liabilities for injuries. Incidents in connection with our entertainment and sports events at any of our venues or venues that we rent could also result in claims, reducing operating income or reducing attendance at our events, causing a decrease in our revenues. There can be no ~~outstanding~~assurance ~~options~~that the insurance we maintain will be adequate to cover any potential losses. The physical nature of many of our live sports events exposes the athletes that participate to the risk of serious injury or death. These injuries could include concussions, and many sports leagues and organizations have been sued by athletes over alleged long-term neurocognitive impairment arising from concussions. Although the participants in certain of our live sports events, as independent contractors, are responsible for maintaining their own health, disability and life insurance, we may seek coverage under our accident insurance policies, if available, or our general liability insurance policies, for injuries that our athletes incur while competing. To the extent such injuries are not covered by our policies, we may self-insure medical costs for our athletes for such injuries. Liability to us resulting from any death or serious injury, including concussions, sustained by athletes while competing, to the extent not covered by our insurance, could adversely affect our business, financial condition and operating results.

~~Stockholders~~Costs associated with, and our ability ofto, ~~Record~~obtain insurance could adversely affect our business.

AsHeightened ofconcerns and ~~December~~challenges 31regarding property, ~~2018~~casualty, weliability, ~~had~~business 48interruption,~~319~~ cancellation and other insurance coverage have resulted from terrorist and related security incidents along with varying weather-related conditions and incidents. As a result,~~986~~ we may ~~shares~~experience increased difficulty obtaining high policy limits of ~~our~~coverage ~~common~~at ~~stock~~a ~~par~~reasonable ~~value~~cost and with reasonable deductibles, including $coverage for acts of terrorism and weather-related property damage.~~0001~~ We cannot assure you that future increases in insurance costs and difficulties obtaining high policy limits and reasonable deductibles will not adversely impact our profitability, ~~issued~~thereby possibly impacting our operating results and ~~outstanding~~growth. AsWe ofhave ~~September~~a 3significant investment in property and equipment at each of our venues, ~~2019~~which are generally located near major cities and which hold events typically attended by a large number of people. We cannot assure you that our insurance policy coverage limits, weincluding ~~had~~insurance 52coverage for property,~~313~~ casualty,~~151~~ ~~shares~~liability and business interruption losses and acts of terrorism, would be adequate should one or multiple adverse events occur, or that our ~~common~~insurers ~~stock~~would ~~with~~have ~~par~~adequate ~~value~~financial $0resources to sufficiently or fully pay our related claims or damages.~~0001~~ ~~issued~~We ~~and~~cannot ~~outstanding~~assure you that adequate coverage limits will be available, offered at a reasonable cost, or offered by insurers with sufficient financial soundness. ~~There~~The ~~were~~occurrence ~~approximately~~of ~~512~~such ~~stockholders~~an incident or incidents affecting any one or more of ~~record~~our asvenues could have an adverse effect on our financial position and future results of ~~September~~operations if asset damage or company liability were to exceed insurance coverage 3,limits ~~2019~~or if an insurer were unable to sufficiently or fully pay our related claims or damages.

~~Transfer Agent and Registrar~~14

~~The Transfer~~Unfavorable ~~Agent~~outcomes ~~for~~in ~~our~~legal ~~capital stock is Island Stock Transfer with an address at 15500 Roosevelt Boulevard, Suite 301, Clearwater,~~proceedings ~~Florida~~may ~~33760.~~adversely ~~Their~~affect ~~telephone~~our ~~number~~business isand ~~Office~~operating ~~phone: 727-289-0010~~results.

~~For transactions~~Our ~~covered~~results bymay ~~these~~be affected ~~rules,~~by the ~~broker-dealer~~outcome ~~must~~of ~~make~~pending aand ~~special~~future ~~suitability~~litigation. ~~determination~~Unfavorable ~~for~~rulings ~~the~~in ~~purchase~~our oflegal ~~such~~proceedings could result in material ~~securities~~liability ~~and~~to us or have ~~received~~a ~~the~~negative ~~purchaser’s~~impact ~~prior~~on ~~written~~our ~~consent~~reputation toor ~~the~~relations ~~transaction~~with our employees or third parties. ~~Additionally,~~The ~~for~~outcome ~~any~~of ~~transaction~~litigation, ~~other~~including ~~than~~class ~~exempt~~action ~~transactions~~lawsuits, ~~involving~~is adifficult ~~penny~~to ~~stock,~~assess ~~the~~or ~~rules~~quantify. ~~require~~Plaintiffs ~~the~~in ~~delivery,~~class ~~prior~~action tolawsuits ~~the~~may ~~transaction,~~seek recovery of avery large ~~risk~~or ~~disclosure document~~indeterminate ~~mandated~~amounts byand the ~~Securities~~magnitude ~~and~~of ~~Exchange~~the ~~Commission~~potential loss relating to ~~the~~such ~~penny~~lawsuits ~~stock~~may ~~market~~remain unknown for substantial periods of time. ~~The~~In ~~broker-dealer~~addition, ~~also~~we ~~must~~from ~~disclose~~ time to time in the ~~commissions~~future ~~payable~~may be subject to ~~both~~various ~~the~~other ~~broker-dealer~~claims, investigations, legal and ~~the~~administrative ~~registered~~cases ~~representative,~~and ~~current~~proceedings ~~quotations~~(whether ~~for~~civil ~~the~~or ~~securities~~criminal) ~~and, if~~or ~~the~~lawsuits ~~broker-dealer~~by isgovernmental agencies or private parties. If the ~~sole~~results ~~market-maker~~of these investigations, ~~the~~proceedings ~~broker-dealer~~or ~~must~~suits ~~disclose~~are ~~this~~unfavorable ~~fact~~to ~~and~~us ~~the~~or ~~broker-dealer’s~~if ~~presumed control~~we ~~over~~are ~~the~~unable ~~market.~~to ~~Finally,~~successfully ~~monthly~~defend ~~statements~~against third-party ~~must~~lawsuits, we may be ~~sent~~required ~~disclosing~~to ~~recent~~pay ~~price~~monetary ~~information~~damages ~~for~~or ~~the~~may ~~penny~~be ~~stock~~subject ~~held~~to fines, penalties, injunctions or other censure inthat ~~the~~could ~~account~~have ~~and~~an ~~information~~adverse effect on ~~the~~our ~~limited~~business, ~~market~~financial incondition ~~penny~~and ~~stocks.~~results ~~Consequently,~~of ~~the~~operations. ~~“penny~~Even ~~stock”~~if ~~rules~~we ~~may~~adequately ~~restrict~~address the ~~ability~~issues ofraised ~~broker-dealers~~by toan ~~sell~~investigation ~~our~~or ~~Common~~proceeding ~~Stock~~or ~~and~~successfully defend a third-party lawsuit or counterclaim, we may ~~affect~~have ~~the~~to devote ~~ability~~significant offinancial ~~investors~~and management resources to ~~sell~~address ~~their~~these ~~Common~~issues, ~~Stock~~which incould ~~the~~have an adverse effect on our business, ~~secondary~~results ~~market~~of operations and financial condition.

12We may not be able to attract and retain key professional MMA fighters.

~~In addition~~Our tobusiness ~~the~~is ~~“penny~~dependent upon ~~stock”~~identifying, ~~rules~~recruiting ~~promulgated by the Securities~~ and ~~Exchange~~retaining ~~Commission,~~highly ~~the~~regarded ~~Financial~~professional ~~Industry Regulatory~~MMA ~~Authority~~fighters ~~(“FINRA”)~~for ~~has~~our ~~adopted~~promotions. ~~rules~~Fans ~~that~~and ~~require~~sponsors ~~that~~are attracted into ~~recommending~~events anfeaturing ~~investment~~top ~~to a customer~~fighters, ~~a broker-dealer~~and ~~must have reasonable grounds for believing that~~ the ~~investment~~value isplaced ~~suitable~~on ~~for~~a ~~that~~promotion’s ~~customer.~~television ~~Prior~~and toother ~~recommending speculative~~media ~~low~~rights ~~priced~~is ~~securities~~ dependent to ~~their~~a ~~non-institutional~~great ~~customers,~~extent ~~broker-dealers~~on ~~must~~the ~~make~~quality ~~reasonable~~of ~~efforts to obtain information about~~ the ~~customer~~promotion’s ~~financial~~fighter ~~status, tax status, investment objectives and other information~~roster. ~~Under~~We ~~interpretations of~~may ~~these~~not ~~rules,~~be ~~FINRA~~able ~~believes~~to ~~that~~attract ~~there~~and isretain akey ~~high~~professional MMA ~~probability~~fighters ~~that~~due ~~speculative~~to ~~low-priced~~competition ~~securities~~with ~~will~~other ~~not~~regional bepromoters ~~suitable~~ for at ~~least~~the ~~some~~same ~~customers~~fighters. ~~The~~Failing ~~FINRA~~to ~~requirements~~put ~~make~~on itevents ~~more~~featuring ~~difficult~~top ~~for~~professional fighters ~~broker-dealers~~could toadversely ~~recommend~~affect ~~that their customers buy~~ our ~~common~~operating ~~stock,~~results ~~which~~and ~~may~~have ~~limit~~a ~~the~~material ~~investors’~~adverse ~~ability~~effect toon ~~buy and sell~~ our ~~stock~~business.

~~Dividends~~We may not be able to attract sufficient sponsorship.

~~The~~Our ~~Company~~business ~~has~~strategy ~~not~~involves ~~declared~~developing ~~any~~sponsorships ~~cash~~for ~~dividends~~all ~~with~~of ~~respect~~our tolive ~~its~~events. ~~common~~We ~~stock~~cannot ~~and~~make ~~does~~any ~~not~~assurance ~~intend~~that towe ~~declare~~will ~~dividends~~be inable secure ~~the~~adequate ~~foreseeable future~~sponsorship for each of our events. ~~There~~Ticket and PPV sales are noonly ~~material~~parts ~~restrictions~~of ~~limiting,~~our orrevenue ~~that~~model ~~are~~and ~~likely~~sponsorships are critical to ~~limit,~~making ~~the~~an ~~Company’s~~event ~~ability~~profitable. Our inability to ~~pay~~attract ~~dividends~~sufficient sponsorships for each event could adversely affect onour ~~its~~results ~~common~~of ~~stock~~operations.

~~Securities~~We may not ~~authorized~~be ~~for~~able ~~issuance~~to ~~under~~secure ~~equity~~contracts ~~compensation~~with ~~plans~~video streaming sites for our Pay-per-view business.

~~Currently,~~Part of ~~there~~our growth strategy is to start delivering our shows by streaming them through Pay-Per-View (“PPV”) channels and over the internet. There can be no ~~equity~~assurance ~~compensation~~that ~~plan~~we inwill ~~place~~secure ~~for~~licensing contracts with PPV providers or televisions stations that offer PPV. Our inability to secure PPV would negatively impact our future profitability but not our growth prospect as our key strategy is focusing on the ~~Company~~high digital online viewership growth to drive future revenue streams.

~~Recent~~We may not ~~Sales~~be ofable ~~Unregistered~~to ~~Securities~~secure event venues.

~~During January~~We tocannot ~~December~~provide ~~2018,~~any ~~the~~assurance ~~Company~~that ~~issued~~we ~~2,622,609~~will ~~shares~~be ofable ~~common stock~~ to 27book ~~individuals~~event ~~for~~venues ~~net~~at ~~cash~~ideal ~~consideration~~locations ~~of $2,609,331. The Company issued 1,433,460 shares of common stock with total value of $1,130,448~~ to ~~two~~attract ~~placement~~sufficient ~~agents,~~audience ~~pursuant~~ to aattend ~~Consultancy~~our ~~Mandate Agreement entered on August 18, 2017, in connection with fund raising for the Company (the “Consultancy Agreement”)~~events. ~~The~~Our ~~Company~~ability ~~issued~~to ~~146,531~~book ~~shares~~appropriate ofvenues ~~common~~is ~~stock~~subject ~~with total value of $142,451~~ to ~~one~~availability ~~agent~~and ~~pursuant~~our towillingness aand ~~Service Agreement~~ability ~~entered on January 14, 2018, for consultancy services provided~~ to ~~the Company (the “Service Agreement”)~~pay. ~~The~~ ~~Company~~This ~~also issued 1,320,378 shares of common stock with total value of $1,190,378 to nine individuals as payments for professional~~could ~~services~~adversely ~~related~~affect toour ~~public~~event ~~relations~~hosting ~~and~~abilities ~~marketing, director fees,~~ and ~~employment~~thus ~~benefits.~~our ~~The~~ability ~~value of shares of common stock issued for consideration other than cash was determined by referring~~ to ~~the~~generate ~~value~~revenues ofand ~~shares~~operate ofour ~~common stock issued for cash consideration~~business.

~~All~~We of the transactions listed above were made pursuant to the exemption from the Section 5 registration requirements of the Securities Act of 1933, for offerings made outside the United States by a United States issuer. The securities issued have not been registered under the Securities Act and may not be ~~offered~~able orto ~~sold~~secure intelevision ~~the~~stations ~~United~~to ~~States~~broadcast ~~absent~~our ~~registration or an applicable exemption from registration requirements~~shows.

~~Purchase~~In addition to hosting live events, part of ~~Equity~~our ~~Securities~~intended Byrevenue stream is to come from TV distribution. However, we cannot guarantee that we will be able to find TV channels to broadcast our events. Our ability to secure the ~~Issuer~~airtime of our events on TV is affected by various factors, among other things, whether a TV station requires payment from the Company for the broadcasting, whether there is an available slot for the Company’s event and ~~Affiliated~~whether ~~Purchasers~~there is any censorship on events with violent content. In addition, if no TV station is willing to broadcast our events, our events and our brand will not have sufficient publicity in the media; therefore, it may negatively impact the sale of our future events. Thus, the failure to sell the rights to broadcast our events to TV stations would negatively affect our future profitability. This same risk also applies to our planned reality show.

WeThe ~~have~~economic ~~not~~uncertainty ~~repurchased any shares of~~impacts our ~~common~~business ~~stock~~and ~~during~~financial ~~the~~results ~~fiscal~~which ~~year~~could ~~ended~~materially ~~December~~affect ~~31,~~us ~~2018~~in the future.

~~ITEM~~Any significant decrease 6in consumer confidence, or periods of economic slowdown or recession, could lead to a curtailing of discretionary spending, which in turn could reduce our revenues and results of operations and adversely affect our financial position. ~~SELECTED~~Our ~~FINANCIAL~~business ~~DATA~~will be dependent upon consumer discretionary spending and therefore will be affected by consumer confidence as well as the future performance of the Chinese and the global economies. As a result, our results of operations will be susceptible to economic slowdowns and recessions. Increases in job losses, home foreclosures, investment losses in the financial markets, personal bankruptcies, credit card debt and home mortgage and other borrowing costs, declines in housing values and reduced access to credit, among other factors, may result in lower levels of ticket sales, sponsorship and distribution revenue.

~~Not applicable to a smaller reporting company.~~15

~~ITEM~~The COVID-19 7.pandemic ~~MANAGEMENT’S~~could ~~DISCUSSION~~have ~~AND~~a ~~ANALYSIS~~material OFadverse ~~FINANCIAL~~effect ~~CONDITION~~on ~~AND~~our ~~RESULTS~~business, OFfinancial ~~OPERATIONS~~condition and results of operations.

~~This~~Our business will be ~~Current~~materially ~~Report~~adversely onaffected ~~Form~~by ~~10-K~~the ~~contains~~recent ~~forward~~coronavirus (COVID-~~looking~~19) ~~statements~~outbreak. In ~~within~~December ~~the~~2019, ~~meaning~~a ofnovel ~~the~~strain ~~federal~~of ~~securities~~coronavirus was ~~laws.~~reported ~~These~~to ~~include statements~~have ~~about~~surfaced ~~our~~in ~~expectations~~Wuhan, ~~beliefs~~China, ~~intentions~~which orhas ~~strategies~~and ~~for~~is ~~the~~continuing ~~future,~~to ~~which~~spread wethroughout ~~indicate~~China byand ~~words~~other orparts ~~phrases~~of ~~such~~the world, asincluding ~~“anticipate~~the United States. On January 30,” ~~“expect~~2020,” the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a “~~intend,~~Public Health Emergency of International Concern.” ~~“plan~~On January 31,” ~~“will~~2020,” ~~“we~~a ~~believe,”~~public health emergency for ~~“management~~the ~~believes”~~United ~~and~~States ~~similar~~was ~~language.~~declared ~~Except~~to ~~for~~aid the ~~historical~~U.S. ~~information~~healthcare ~~contained~~community ~~herein,~~in ~~the~~responding ~~matters~~to ~~discussed~~ COVID-19. The COVID-19 pandemic resulted in a ~~this~~widespread ~~“Management’s~~health ~~Discussion~~crisis and ~~Analysis~~have ofhad ~~Financial~~adverse ~~Condition~~impact on the economies and ~~Results~~financial ofmarkets ~~Operations~~worldwide,” including our business. For instance, we may be unable to organize and/or ~~elsewhere~~host events, allow attendance at such events, or carry out other business expansion inif ~~this~~continued ~~Current~~concerns ~~Report~~relating ~~are~~to ~~forward~~COVID-~~looking~~19 ~~statements~~restrict ~~that~~travel, ~~involve~~limit ~~risks~~the ability to have meetings with vendors and ~~uncertainties~~service providers and would be unavailable to negotiate and complete transactions in a timely manner. The extent ~~cautionary~~to ~~language~~which inCOVID-19 ~~this~~impacts ~~Current~~our ~~Report,~~business ~~provide~~will ~~examples~~depend ofon ~~risks~~future developments, ~~uncertainties~~which are highly uncertain and cannot ~~events~~be ~~that~~predicted, including new information which may ~~cause~~emerge ~~our~~concerning ~~actual~~the ~~results~~severity of COVID-19 and the actions to ~~differ~~contain ~~materially~~COVID-19 ~~from~~or treat ~~those projected~~its impact, among others. Any ~~Except~~and asall ~~may~~of bethe ~~required~~foregoing bycould ~~law~~have a material adverse impact on its business, weoperating ~~undertake~~results and financial condition. Further, there can be no ~~obligation~~assurance tothat ~~update~~we ~~any~~would ~~forward-looking~~be ~~statement~~able to ~~reflect~~secure ~~events after~~commercial financing in the ~~date~~future ofin ~~this~~the ~~Current~~event ~~Report~~that onwe ~~Form~~require ~~10-K~~additional capital.

~~The~~Due to the COVID-19 ~~“Company”~~situation, ~~“we,”~~the ~~“us,”~~Company ~~and~~has ~~“our,”~~not inbeen ~~this~~able ~~Management’s~~to ~~Discussion~~host ~~and~~any ~~Analysis~~planned events. Our planned Australia event which was supposed to be hosted ofin ~~Financial~~April ~~Condition~~2020 ~~and~~was ~~Plan~~cancelled. ofAs ~~Operation~~long ~~refer~~as any country is not able to ~~the~~allow ~~combined~~for ~~business~~any hosting of ~~(i)~~an ~~Rebel~~event ~~FC;(ii)~~in ~~Pure~~any ~~Heart;~~scale, ~~(iii)~~we ~~SCA~~will ~~Capital;~~not ~~(iv)~~be ~~Rebel~~able ~~Shanghai;~~to ~~and~~penetrate ~~(v)~~into ~~Quanyao~~the markets as planned. As a result, this may result in no ticket sales, sponsorship or any distribution revenues.

13Many countries have also implemented a Work From Home (WFM) measures. In Singapore, a circuit breaker measure was introduced on April 7, 2020, amongst all things, the government requires for all the Company to have their employees to stay and work from home. As most of our operational team is based in Singapore. This could adversely affect our event hosting abilities and thus our ability to generate revenues and operate our business.

~~Overview~~From January 2020, countries have begun to shut its borders to foreigners. The lack of the ability to travel and conduct meetings with service providers and vendors to organize any events or planned events in the future will be affected, as a result, our business and operating results and financial condition may be materially affected by the introduced travel ban.

~~The Company,~~We ~~through~~may ~~Rebel FC, organizes, promotes and hosts Mixed Martial Arts events featuring top level athletic talent with assistance~~face ~~from~~disruptions ~~contracted production crews. The Company also seeks to produce and distribute videos~~ of ~~its MMA events, through~~ the ~~internet, social~~systems ~~media,~~ and ~~selling~~equipment ~~the~~utilized ~~rights~~in toour ~~such~~live ~~videos to distribute to television stations~~events.

~~The~~We ~~Company~~rely ~~seeks~~largely toon ~~promote~~outside ~~MMA~~contractors into ~~China~~supply ~~through~~us ~~hosting~~with ~~top~~the ~~quality~~sound ~~matches, live TV broadcast~~ and ~~inspiring~~lighting ~~reality~~equipment ~~series~~for ~~that attract~~our ~~talented~~live ~~fighters~~events. ~~from~~Although ~~all over~~ the ~~world.~~Company inspects ~~MMA~~such isequipment ~~unarmed~~upon ~~combat~~delivery ~~involving~~from the ~~use~~contractors ofprior ato ~~combination~~an ofevent, ~~techniques~~we ~~from different~~cannot ~~disciplines~~guarantee ofif ~~martial~~such ~~arts,~~equipment ~~including,~~may function without ~~limitation,~~disruptions ~~grappling,~~in ~~submission~~the ~~holds,~~live ~~kicking and striking~~event. ~~The~~In ~~styles of~~the ~~martial~~event ~~arts~~the ~~range~~provided ~~from~~equipment ~~Brazilian~~or ~~Jiu-Jitsu,~~system ~~Judo,~~malfunctions ~~Karate,~~at ~~Boxing,~~a ~~Muay~~live ~~Thai~~event, ~~Wrestling,~~it ~~Jeet~~will ~~Kune Do, Taekwondo, Sanshou and~~result ~~various~~in ~~other~~disruption ~~forms~~ of ~~martial~~the ~~arts.~~progression ~~Unlike~~of ~~boxing,~~our ~~where~~event ~~athletes~~and ~~can~~may ~~only~~have ~~strike~~a ~~with~~negative ~~their~~impact ~~fists~~on ~~and~~the ~~only~~Company’s ~~above~~reputation. ~~the~~This ~~belt,~~would ~~the~~also ~~fighters~~affect inour ~~MMA~~ability ~~can~~to ~~use~~retain ~~punches,~~audience ~~kicks,~~and ~~elbows,~~would ~~knee~~affect ~~strikes,~~our ~~takedowns~~future ~~and~~events ~~submissions~~in tothe ~~win~~MMA ~~a contest~~market.

~~The Company held two events in 2018 with one in Shanghai and one in Guangzhou.~~16

~~The first~~We ~~event~~may ~~titled Fight for Honor was held on April 29, 2018 at Kerry Hotel in Shanghai. The event was broadcast live~~face bypressure ~~Guangdong Sports TV, other satellite TV stations and major social media platforms. The viewership for the event~~ from ~~television and social media~~parental, ~~respectively~~government, ~~were~~or ~~4.06~~other ~~million~~groups ~~and~~to ~~8.33~~stop ~~million~~our operations.

~~The~~Due ~~second~~to ~~event~~the ~~titled~~inherent Aviolence ~~Warrior’s~~involved ~~Return~~in ~~took~~MMA, ~~place~~we inmay atface ~~Guangzhou~~pressure ~~Tianhe~~from ~~Stadium~~nonprofit inorganizations ~~Guangzhou~~or onparental ~~May~~groups ~~30,~~to ~~2018.~~prohibit ~~The~~events ~~event~~to ~~was~~be ~~broadcast~~held, ~~live~~marketed byor ~~Guangdong~~broadcast ~~Sports~~in ~~TV,~~countries ~~major~~which ~~satellite~~we TVcurrently ~~stations~~operate ~~such~~in asor ~~Tianjin~~plan ~~Sports~~to ~~and~~expand ~~Qinghai~~to. ~~Satellite~~This TVcould asnegatively impact ~~well~~our asability ~~major~~to ~~digital~~market ~~streaming~~our ~~platforms such as Youku~~brand, PPreduce ~~Sports~~the ~~and~~number ~~YY.com.~~of ~~The~~sponsorships ~~viewership~~that ~~for~~we ~~the~~may ~~event~~obtain ~~from~~and ~~television~~adversely ~~and social~~affect ~~media,~~our ~~respectively,~~revenue ~~were~~from ~~4.99~~live event ~~million~~ticket sales and ~~8.15~~TV ~~million~~broadcasting.

AsThe ofmarkets ~~December~~in ~~31,~~which ~~2018~~we operate are highly competitive, ~~our~~rapidly ~~accumulated~~changing ~~deficits~~and ~~were~~increasingly $8fragmented,~~370,529.~~ ~~Our~~and ~~stockholders’~~we ~~deficit~~may ~~was $3~~not be able to compete effectively,~~700,826~~ especially against competitors with greater financial resources or marketplace presence.

~~Results~~For our live and television audiences, we will face competition from, in addition to other MMA promotions, professional and college sports, as well as from other forms of ~~Operations~~live and televised entertainment and other leisure activities that are offered in a rapidly changing and increasingly fragmented marketplace. Many of the companies with which we will compete have greater financial resources than will be available to us. Our failure to compete effectively could result in a significant loss of viewers, venues, distribution channels or athletes and fewer advertising dollars spent on our form of sporting events, any of which could adversely affect our operating results.

~~For~~Our ~~the~~quarterly results ~~year~~of ~~ended~~operations ~~December~~are ~~31,~~subject ~~2018 compared~~to ~~with~~fluctuations due to the ~~year~~timing ~~ended~~of ~~December~~our ~~31,~~event ~~2017~~hosting.

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

~~The~~We ~~Company~~may ~~made sales revenues from operations~~not ofbe ~~$223,783~~able ~~in the year ended December 31, 2018 compared~~ to ~~$393,185~~attain ~~being generated in the year ended December 31, 2017~~profitability.

~~The~~Attaining profitability ~~Company’s~~depends ~~sales~~upon ~~revenue~~numerous ~~of $223~~factors,~~783~~ including our ability to generate increased revenues and our ability to control expenses. We may incur significant losses in the ~~year~~future ~~ended~~for ~~December~~a 31number of reasons, ~~2018~~including ~~primarily~~the ~~came~~other ~~from~~risks described in this filing and our ~~fees~~ongoing ~~received~~depreciation byand ~~Quanyao~~amortization ~~for~~expense, ~~holding~~and ~~two~~we ~~events~~may inencounter ~~China~~unforeseen expenses, ~~Fight~~difficulties, ~~for~~complications, ~~Honor~~delays and other Aunknown ~~Warrior’s~~events. ~~Return~~Accordingly, ~~and~~we ~~for~~can ~~our~~make ~~Chinese~~no ~~associate for~~assurances ~~which~~that we ~~received~~will ~~management~~be ~~fees~~able to achieve, sustain or increase profitability in the future.

~~The~~We ~~Company’s cost of revenue was $1,878,123~~have ina ~~the~~limited ~~year~~history ~~ended December 31, 2018, compared to nil in the year ended December 31, 2017. The cost~~ of ~~revenue~~operating ~~mainly~~as ~~consisted of~~a ~~direct~~promoter ~~costs of $598,530, fighter expenses of $439,681, marketing expenses of $415,654, venue rental and related expenses of $164,500, and logistic expenses of $267,613. The cost of revenue~~ for ~~2017~~MMA ~~was $1,381,218 and it was adjusted to nil to offset part of the goodwill and pre-acquisition loss~~events.

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

~~Operating~~We ~~expenses~~may ~~for the years ended December 31, 2018 and 2017 were $5,226,522 and $2,515,465, respectively.~~need ~~For~~additional ~~the~~capital ~~year~~to ~~ended~~support ~~December~~our ~~31,~~operations ~~2018,~~or the ~~operating~~growth ~~expenses mainly consisted~~ of ~~payroll~~our ~~expenses of $1~~business,~~390,766~~ ~~rental expenses of $240,290, depreciation~~ and ~~amortization~~we ~~expenses~~cannot ofbe ~~$558,158,~~certain ~~allowance~~that ~~for~~this ~~account~~capital ~~receivables~~will ~~and prepayments of $558,158,~~be ~~and~~available ~~expenses~~on ofreasonable ~~new~~terms ~~share~~when ~~issuance for services and compensations of $1~~required,~~190,378.~~ ~~The~~or ~~increase~~at ~~in payroll and rental expenses was largely due to operational expansion in China to support the planned growth of our business~~all.

14In order for us to grow and successfully execute our business plan, we may require additional financing which may not be available or may not be available on acceptable terms. If such financing is available, it may dilute your ownership interest in our common stock. Failure to obtain financing may have a material adverse effect on our financial position. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support the operation or growth of our business could be significantly impaired and our operating results may be harmed.

~~Net Loss~~17

~~Net~~Failure ~~loss for the year ended December 31, 2018 was $13,654,013 as compared~~ to ~~$2,195,366~~establish ~~for the year ended December 31, 2017. Basic~~ and ~~diluted~~maintain effective ~~net~~internal ~~loss~~control ~~per~~over ~~share~~financial ~~amounted $0.29~~reporting ~~and~~could ~~$0.08~~have ~~respectively~~a ~~for~~material ~~the~~adverse ~~years~~effect ~~ended~~on ~~December~~our ~~31,~~business ~~2018~~ and ~~2017,~~operating ~~respectively~~results.

~~The~~Maintaining ~~increase~~effective internal ofcontrol ~~net~~over ~~loss~~financial reporting is necessary for ~~the~~us ~~year~~to ~~ended~~produce accurate and complete financial reports and to help prevent ~~December~~financial 31fraud. In addition, ~~2018~~such ~~compared~~control is required in order to list our securities on the ~~year~~NASDAQ ~~ended~~Capital ~~December~~Market. 31If we are unable to maintain adequate internal controls or fail to correct deficiencies in our controls noted by our management or our independent registered public accounting firm, ~~2017~~our ~~was~~business ~~mainly~~and ~~due~~operating results could be adversely affected, we could fail to ~~goodwill~~meet ~~impairment~~our obligations to report our operating results accurately and completely, and our continued listing on the ~~operational~~NASDAQ ~~expansion in~~Capital ~~China~~Market could be jeopardized.

~~Liquidity~~Risks ~~and~~Related ~~Capital~~to ~~Resources~~Doing Business in China

AsAdverse ofchanges ~~December~~in 31political, ~~2018~~economic and weother ~~had~~policies ~~working capital~~of ~~deficiency~~the ofChinese ~~$4,856,536~~government ascould ~~compared~~have toa ~~working~~material ~~capital~~adverse ~~deficiency~~effect on the overall economic growth of $1China,~~739,033~~ aswhich could materially and adversely affect the growth of ~~December~~our ~~31,~~business ~~2017~~and our competitive position.

~~Net~~The ~~cash~~majority ~~used~~of our business operations are conducted in ~~operating~~China. ~~activities~~Accordingly, our business, financial condition, results of operations and prospects ~~for~~are affected significantly by economic, political and legal developments in China. Although the ~~year~~PRC ~~ended~~economy ~~December~~has 31been transitioning from a planned economy to a more market-oriented economy since the late 1970s, ~~2018~~the ~~was~~PRC $4government continues to exercise significant control over China’s economic growth through direct allocation of resources,~~480~~ monetary and tax policies,~~190~~ and a host of other government policies such as ~~compared~~those tothat $3encourage or restrict investment in certain industries by foreign investors,~~498,642~~ ~~for~~control the exchange ~~year~~between ~~ended~~the ~~December~~Renminbi 31and foreign currencies, ~~2017~~and regulate the growth of the general or specific market. ~~The~~While ~~cash~~the Chinese ~~used~~economy has experienced significant growth in ~~operating~~the ~~activities~~past ~~for~~30 years, growth has been uneven, both geographically and among various sectors of the ~~financial~~economy. ~~year~~Furthermore, ~~ended~~the ~~December~~current 31trade war between China and USA is adversely affecting economies throughout the world. As the PRC economy has become increasingly linked with the global economy, ~~2018~~China ~~was~~is ~~primarily~~affected ~~due~~in various respects by downturns and recessions of major economies around the world. The various economic and policy measures enacted by the PRC government to anforestall economic ~~increased~~downturns ~~net~~or ~~loss~~bolster ~~net~~China’s economic growth could materially affect our business. Any adverse change in the economic conditions in China, in policies of the PRC government or in laws and regulations in China could have a material adverse effect ~~impairment~~on the overall economic growth of ~~goodwill~~China and market demand for our outsourcing services. Such developments could adversely affect our businesses, lead to reduction in demand for our services and adversely affect our competitive position.

~~Net~~Uncertainties ~~cash~~with ~~used~~respect ~~in investing activities for the year ended December 31, 2018 was $20,100 as compared~~ to ~~$16,993 for~~ the PRC ~~year~~legal ~~ended~~system ~~December~~could ~~31,~~have ~~2017.~~a ~~The~~material ~~cash~~adverse ~~used~~effect inon ~~investing activities are mainly due to purchase of fixed assets~~us.

~~Net~~We ~~cash~~conduct ~~provided~~our business primarily through our subsidiary entities in China. Our operations in China are governed by ~~financing activities~~PRC ~~for~~laws ~~the~~and ~~year~~regulations. ~~ended~~Our ~~December~~subsidiaries are ~~31,~~generally ~~2018~~subject ~~was~~to ~~$4,537,729~~laws asand ~~compared~~regulations applicable to ~~$3,484,711~~foreign ~~for~~investments ~~the~~in ~~year~~China. ~~ended~~The ~~December~~PRC ~~31,~~legal system is based on written ~~2017~~statutes. ~~The~~Prior ~~cash~~court ~~provided~~decisions bymay ~~financing~~be ~~activities~~cited for ~~the~~reference ~~year~~but ~~ended~~have ~~December~~limited ~~31,~~precedential ~~2018~~value. ~~are~~PRC ~~mainly~~laws ~~from~~and ~~issuing~~regulations have significantly enhanced the protections afforded to various forms of ~~common~~foreign ~~shares~~investments in China for the past decades. However, China has not developed a fully integrated legal system and ~~increased~~recently ~~advances~~enacted ~~from~~laws ~~related~~and ~~parties~~regulations may not sufficiently cover all aspects of economic activities in China. ~~Our~~In ~~operating~~particular, ~~results~~because ~~for~~these ~~future~~laws ~~periods~~and regulations are ~~subject~~relatively tonew, ~~numerous~~and ~~uncertainties~~because of the limited volume of ~~and~~published itdecisions isand ~~uncertain~~their ifnonbinding wenature, ~~will~~the beinterpretation ~~able~~and toenforcement ~~maintain~~of ~~profitability~~these laws and ~~continue~~regulations ~~growth~~involve ~~for~~uncertainties. Furthermore, the ~~foreseeable~~PRC ~~future.~~legal ~~If management~~system is ~~not~~based ~~able~~in topart ~~increase~~on ~~revenue~~government policies and ~~manage~~internal ~~operating~~rules, ~~expenses~~some inof ~~line~~which ~~with~~are ~~revenue~~not ~~forecasts,~~published ~~the~~on a ~~Company~~timely basis or at all. As a result, we may not be aware of our potential violation of these policies and rules. In addition, any litigation in China may be ~~able~~protracted toand ~~maintain~~result ~~profitability~~in substantial costs and diversion of resources and management attention.

We will require additional capital to continue to operate and expand our business and we are currently raising capital through the sale of equity. Sources of additional capital through various financing transactions or arrangements with third parties may include equity or debt financing, bank loans or revolving credit facilities. We may not be successful in locating suitable financing transactions in the time period required or at all, and we may not obtain the capital we require by other means. Our inability to raise additional funds when required may have a negative impact on our operations, business development and financial results.18

~~On March~~Our ~~16,~~subsidiaries ~~2018,~~and ~~the Company entered into a subscription agreement with a third-party investor. The investor is expected to remit~~consolidated ~~three~~affiliated ~~installment~~entities ~~payments~~ in ~~the~~China ~~amount~~are ofsubject ~~$1 million each ($3 million in total) in exchange for such numbers of the Company’s common stock as determined pursuant~~ to ~~the~~restrictions ~~terms~~on ~~and~~paying ~~conditions~~dividends ~~of the Subscription Agreement. As of the date of this report, the Company has not received any installment payment from the investor~~ and ~~there~~making isother nopayments ~~guarantee~~to ~~that~~our ~~the~~holding ~~Company will receive any of them in the near future, if ever~~company.

~~On August~~Rebel 16Group, ~~2018,~~Inc. ~~the~~is our ~~Company~~holding ~~entered~~company ~~into~~incorporated ~~another~~in ~~subscription~~the ~~agreement~~United ~~with~~States. ~~another~~As ~~third-party~~a ~~investor.~~result ~~Such~~of ~~investor~~the ~~is expected~~holding tocompany ~~remit~~structure, ~~two~~it ~~equal~~currently ~~installment~~relies on dividend payments from our subsidiaries in ~~the~~China. ~~amount~~However, PRC regulations currently permit payment of $1dividends ~~million~~only ~~each~~out ~~($2~~of ~~million~~accumulated profits, as determined in ~~total)~~accordance with PRC accounting standards and regulations. Our subsidiaries in ~~exchange~~China ~~for~~are ~~such~~also required ~~numbers~~to set aside a portion of ~~the~~their ~~Company’s~~after-tax ~~common~~profits ~~stock~~according asto ~~determined~~PRC ~~pursuant~~accounting standards and regulations to fund certain reserve funds. The PRC government also imposes controls on the ~~terms~~conversion of RMB into foreign currencies and ~~conditions~~the remittance of ~~the~~foreign currencies ~~subscription~~out ~~agreement~~of China. We may experience difficulties in completing the administrative procedures necessary to obtain and remit Onforeign ~~August~~currency. 17Furthermore, ~~2018~~if our subsidiaries in China incur debt on their own in the future, the ~~Company~~instruments ~~received~~governing athe debt ~~first~~may ~~installment~~restrict ~~payment~~their ofability $1to ~~million~~pay dividends or make other payments. ~~The~~If ~~Company~~our ~~expected~~subsidiaries toin ~~receive~~China aare ~~second~~unable to pay dividends ~~installment~~or inmake ~~2019~~other payments to us, we may be unable to pay dividends on our common stock.

The ~~Company~~ ~~also~~approval ~~received~~of ~~financial~~the ~~support~~China ~~commitments~~Securities Regulatory ~~from~~Commission, or the ~~Company’s~~CSRC, ~~related~~may ~~parties~~be required in connection with this offering under a recently adopted PRC regulation; any requirement to obtain prior CSRC approval could delay this offering and failure to obtain such approval, if required, could have a material adverse effect on our business, results of operation and reputation.

~~We believe~~In ~~that~~2006, ~~available~~the ~~cash~~CSRC and five ~~cash~~other ~~equivalents,~~PRC ~~together~~regulatory ~~with~~agencies ~~actions~~jointly aspromulgated ~~mentioned~~the ~~above,~~Provisions ~~should~~Regarding ~~enable~~Mergers usand toAcquisitions ~~meet~~of ~~anticipated~~Domestic Enterprises ~~cash~~by ~~needs~~Foreign ~~for~~Investors, ator ~~least~~ the ~~next~~M&A 12Rule, ~~months~~which ~~after~~regulates ~~the~~foreign ~~date~~investment ~~that~~in PRC domestic enterprises. The M&A Rule requires offshore special purpose vehicles formed for the ~~financial~~purposes ~~statements~~of overseas listing of ~~this~~equity ~~Form~~interests ~~10-K are~~in ~~issued.~~PRC ~~However,~~companies ifand wecontrolled ~~are~~directly ~~unable~~or indirectly by PRC companies or individuals to obtain the ~~necessary~~approval ~~additional~~of ~~capital~~the onCSRC aprior ~~timely~~to ~~basis~~the listing and trading of the special purpose vehicle’s securities on ~~acceptable~~an ~~terms,~~overseas westock ~~will~~exchange. beThe ~~unable~~interpretation toand ~~implement~~application of the M&A Rule ~~our~~is ~~current~~currently ~~plans~~unclear. ~~for~~If ~~expansion~~the CSRC or another PRC regulatory agency subsequently determines that prior CSRC approval was required, we ~~repay~~may ~~debt~~face ~~obligations~~regulatory actions or ~~respond~~other tosanctions ~~competitive~~from ~~market~~the ~~pressures,~~CSRC ~~which~~or ~~will~~other ~~have~~PRC ~~negative~~regulatory ~~influence~~agencies. These regulatory agencies may ~~upon~~impose fines and penalties on our ~~business~~operations, ~~prospects~~limit our operating privileges, ~~financial~~delay ~~condition~~or ~~and~~restrict ~~results~~the repatriation of ~~operations~~the ~~and~~proceeds from ~~may~~this ~~raise~~offering ~~substantial~~into ~~doubts~~China ~~about~~or the payment or distribution of dividends by our ~~ability to~~PRC ~~continue~~subsidiaries, asor take other actions that could have a ~~going~~material ~~concern~~adverse effect on our business, financial condition, results of operations, reputation and prospects.

15U.S. regulators’ ability to conduct investigations or enforce rules in China is limited.

~~Critical~~The majority of our ~~Accounting~~operations ~~Policies~~are conducted outside of the U.S. As a result, it may not be possible for the U.S. regulators to conduct investigations or inspections, or to effect service of process within the U.S. or elsewhere outside China on us, our subsidiaries, officers, directors and ~~Estimates~~shareholders, and others, including with respect to matters arising under U.S. federal or state securities laws. China does not have treaties providing for reciprocal recognition and enforcement of judgments of courts with the U.S. and many other countries. As a result, recognition and enforcement in China of these judgments in relation to any matter, such as U.S. securities laws, may be difficult or impossible.

~~Use~~Governmental control of currency conversion may limit our ability to use our revenues effectively and the ability of ~~Estimates~~our PRC subsidiaries to obtain financing.

The ~~preparation~~PRC government imposes control on the convertibility of ~~financial~~the ~~statements~~ RMB into foreign currencies and, in ~~conformity~~certain ~~with~~cases, ~~accounting~~the ~~principles~~remittance ~~generally~~of ~~accepted~~currency out of China. We receive a majority of our revenues in Renminbi, which currently is not a freely convertible currency. Restrictions on currency conversion imposed by the ~~United~~PRC ~~States~~government ofmay ~~America~~limit ~~requires~~our ~~management~~ability to ~~make~~use ~~estimates~~revenues generated in Renminbi to fund our expenditures ~~and~~denominated ~~assumptions~~in ~~that~~foreign ~~affect~~currencies ~~the~~or ~~reported~~our ~~amounts~~business ofactivities ~~assets~~outside ~~and~~China. ~~liabilities~~Under ~~and~~China’s ~~disclosure~~existing offoreign ~~contingent~~exchange ~~liabilities~~regulations, Renminbi atmay ~~dates~~be offreely converted into foreign currency for payments relating to current account transactions, which include among ~~the~~other ~~financial~~things ~~statements~~dividend payments and ~~the~~payments ~~reported~~for ~~amounts~~the import of ~~revenue~~goods and ~~expenses~~services, ~~during~~by ~~the~~complying ~~periods~~with certain procedural requirements. Our ~~Actual~~PRC ~~results~~subsidiaries ~~could~~are ~~differ~~able to pay dividends in foreign currencies to us without prior approval from SAFE, by complying with ~~these~~certain ~~estimates~~procedural requirements. Our ~~significant~~PRC ~~estimates~~subsidiaries ~~and~~may ~~assumptions~~also ~~include~~retain ~~depreciation,~~foreign ~~allowance~~currency in their respective current account bank accounts for ~~trade~~use ~~receivables~~in ~~and~~payment ~~prepayments~~of international current account transactions. However, we cannot assure you that the PRC government ~~and~~will not take measures in the ~~fair~~future ~~value~~to restrict access to foreign currencies for current account transactions. Conversion of ~~our~~Renminbi into ~~stock~~foreign currencies, ~~stock-based~~and ~~compensation~~of foreign currencies into Renminbi, ~~debt~~for ~~discount~~payments relating to capital account transactions, ~~goodwill~~which principally includes investments and loans, generally requires the ~~valuation~~approval ~~allowance~~of ~~relating~~SAFE and other relevant PRC governmental authorities. Restrictions on the convertibility of the Renminbi for capital account transactions could affect the ability of our PRC subsidiaries to make investments overseas or to obtain foreign currency through debt or equity financing, including by means of loans or capital contributions from us. We cannot assure you that the registration process will not delay or prevent our conversion of Renminbi ~~Company’s~~for ~~deferred~~use ~~tax~~outside ~~assets~~of China.

~~Recently Issued Accounting Pronouncements~~19

~~Reference is~~We ~~made~~may tobe classified ~~the~~as a “~~Recent~~resident ~~Accounting Pronouncements~~enterprise” infor ~~Note~~PRC 2enterprise toincome ~~the~~tax ~~Financial~~purposes; ~~Statements~~such ~~included~~classification incould ~~this~~result ~~Report~~in ~~for~~unfavorable ~~information~~tax ~~related~~consequences to ~~new~~us ~~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~~non-PRC ~~statements~~shareholders.

~~Off~~The Enterprise Income Tax Law provides that enterprises established outside of China whose “de facto management bodies” are located in China are considered PRC tax resident enterprises and will generally be subject to the uniform 25% PRC enterprise income tax rate on their global income. In addition, a tax circular issued by the State Administration of Taxation on April 22, 2009 regarding the standards used to classify certain Chinese-~~Balance~~invested enterprises established outside of China as resident enterprises clarified ~~Sheet~~that ~~Arrangements~~dividends and other income paid by such resident enterprises will be considered to be PRC source income, subject to PRC withholding tax, currently at a rate of 10%, when recognized by non-PRC enterprise shareholders. This recent circular also subjects such resident enterprises to various reporting requirements with the PRC tax authorities. Under the implementation rules to the Enterprise Income Tax Law, a de facto management body is defined as a body that has material and overall management and control over the manufacturing and business operations, personnel and human resources, finances and other assets of an enterprise. In addition, the tax circular mentioned above details that certain Chinese-invested enterprises will be classified as resident enterprises if the following are located or resident in China: senior management personnel and departments that are responsible for daily production, operation and management; financial and personnel decision making bodies; key properties, accounting books, company seal, and minutes of board meetings and shareholders’ meetings; and half or more of the senior management or directors having voting rights. Currently, there are no detailed rules or precedents governing the procedures and specific criteria for determining de facto management bodies which are applicable to our company or our overseas subsidiary. If our company or any of our overseas subsidiaries is considered a PRC tax resident enterprise for PRC enterprise income tax purposes, a number of unfavorable PRC tax consequences could follow. First, our company or our overseas subsidiary will be subject to the uniform 25% enterprise income tax rate as to our global income as well as PRC enterprise income tax reporting obligations. Second, although under the Enterprise Income Tax Law and its implementing rules dividends paid to us from our PRC subsidiaries would qualify as tax-exempted income, we cannot assure you that such dividends will not be subject to a 10% withholding tax, as the PRC foreign exchange control authorities, which enforce the withholding tax, have not yet issued guidance with respect to the processing of outbound remittances to entities that are treated as resident enterprises for PRC enterprise income tax purposes. Finally, dividends payable by us to our investors and gain on the sale of our shares may become subject to PRC withholding tax. It is possible that future guidance issued with respect to the new resident enterprise classification could result in a situation in which a withholding tax of 10% for our non-PRC enterprise investors or a potential withholding tax of 20% for individual investors is imposed on dividends we pay to them and with respect to gains derived by such investors from transferring our shares. In addition to the uncertainty in how the new resident enterprise classification could apply, it is also possible that the rules may change in the future, possibly with retroactive effect. If we are required under the Enterprise Income Tax law to withhold PRC income tax on our dividends payable to our foreign shareholders, or if you are required to pay PRC income tax on the transfer of our shares under the circumstances mentioned above, the value of your investment in our shares or ADSs may be materially and adversely affected. It is unclear whether, if we are considered a PRC resident enterprise, holders of our shares would be able to claim the benefit of income tax treaties or agreements entered into between China and other countries or areas.

AsThe M&A Rules and certain other PRC regulations establish complex procedures for some acquisitions of ~~December~~Chinese ~~31,~~companies ~~2018~~by foreign investors, wewhich ~~did~~could ~~not~~make it ~~have~~more ~~any~~difficult ~~off-balance~~for ~~sheet~~us ~~arrangements~~to pursue growth through acquisitions in China.

~~ITEM~~The M&A Rule, requires 7Aan overseas special purpose vehicle formed for listing purposes through acquisitions of PRC domestic companies and controlled by PRC companies or individuals to obtain the approval of the China Securities Regulatory Commission, or the CSRC, prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. ~~QUANTITATIVE~~In ~~AND~~September ~~QUALITATIVE~~2006, ~~DISCLOSURES~~the ~~ABOUT~~CSRC ~~MARKET~~published a ~~RISK~~notice on its official website specifying documents and materials required to be submitted to it by a special purpose vehicle seeking CSRC approval of its overseas listings. The application of the M&A Rules remains unclear. These M&A Rules and some other regulations and rules concerning mergers and acquisitions established additional procedures and requirements that could make merger and acquisition activities by foreign investors more time consuming and complex, including requirements in some instances that the MOC be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise. Moreover, the Anti-Monopoly Law requires that the MOC shall be notified in advance of any concentration of undertaking if certain thresholds are triggered. In addition, the security review rules issued by the MOC that became effective in September 2011 specify that mergers and acquisitions by foreign investors that raise “national defense and security” concerns and mergers and acquisitions through which foreign investors may acquire de facto control over domestic enterprises that raise “national security” concerns are subject to strict review by the MOC, and the rules prohibit any activities attempting to bypass a security review, including by structuring the transaction through a proxy or contractual control arrangement. In the future, we may grow our business by acquiring complementary businesses. Complying with the requirements of the above-mentioned regulations and other relevant rules to complete such transactions could be time consuming, and any required approval processes, including obtaining approval from the MOC or its local counterparts may delay or inhibit our ability to complete such transactions, which could affect our ability to expand our business or maintain our market share.

~~We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.~~20

~~ITEM~~Any failure to comply with PRC regulations 8.regarding ~~FINANCIAL~~the ~~STATEMENTS~~registration ~~AND~~requirements ~~SUPPLEMENTARY~~for ~~DATA~~employee stock incentive plans may subject the PRC plan participants or us to fines and other legal or administrative sanctions.

~~The~~In February 2012, SAFE ~~consolidated~~promulgated ~~financial~~the ~~statements~~Notices ofon Issues Concerning the ~~Company~~Foreign ~~are~~Exchange ~~included~~Administration infor ~~this~~Domestic ~~Annual~~Individuals ~~Report~~Participating onin ~~Form~~Stock Incentive 10Plans of Overseas Publicly-KListed ~~beginning~~Companies, onreplacing ~~page~~earlier Frules promulgated in March 2007. Pursuant to these rules, PRC citizens and non-1PRC citizens who reside in China for a continuous period of not less than one year who participate in any stock incentive plan of an overseas publicly listed company, subject to a few exceptions, are required to register with SAFE through a domestic qualified agent, which could be the PRC subsidiary of such overseas listed company, and complete certain other procedures. In addition, an overseas entrusted institution must be retained to handle matters in connection with the exercise or sale of stock options and the purchase or sale of shares and interests. We and our executive officers and other employees who are ~~incorporated~~PRC ~~herein~~citizens or bywho ~~reference~~have resided in the PRC for a continuous period of not less than one year and who are granted options or other awards under the equity incentive plan will be subject to these regulations when our company becomes an overseas listed company upon the completion of this offering. Failure to complete the SAFE registrations may subject them to fines and legal sanctions and may also limit our ability to contribute additional capital into our PRC subsidiary and limit our PRC subsidiary’ ability to distribute dividends to us. We also face regulatory uncertainties that could restrict our ability to adopt additional incentive plans for our directors, executive officers and employees under PRC law.

~~ITEM~~Enhanced scrutiny over acquisition 9.transactions ~~CHANGES~~by INthe ~~AND~~PRC ~~DISAGREEMENTS~~tax ~~WITH~~authorities ~~ACCOUNTANTS~~may ONhave ~~ACCOUNTING~~a ~~AND~~negative ~~FINANCIAL~~impact ~~DISCLOSURE~~on potential acquisitions we may pursue in the future.

~~During~~The PRC tax authorities have enhanced their scrutiny over the ~~fiscal~~direct ~~years~~or ~~ended~~indirect ~~December~~transfer 31of certain taxable assets, ~~2018~~including, in particular, equity interests in a PRC resident enterprise, by a non-resident enterprise by promulgating and ~~2017~~implementing SAT Circular 59 and Circular 698, ~~there~~which became ~~have~~effective ~~been~~in noJanuary ~~reportable~~2008, ~~events~~and asa ~~defined~~Circular 7 in replacement of some of the existing rules in Circular 698, which became effective in February 2015. Under Circular 698, where a non-resident enterprise conducts an “indirect transfer” by transferring the equity interests of a PRC “resident enterprise” indirectly by disposing of the equity interests of an overseas holding company, the non-resident enterprise, being the transferor, may be subject to PRC enterprise income tax, if the indirect transfer is considered to be an abusive use of company structure without reasonable commercial purposes. As a result, gains derived from such indirect transfer may be subject to PRC tax at a rate of up to 10%. Circular 698 also provides that, where a non-PRC resident enterprise transfers its equity interests in a PRC resident enterprise to its related parties at a price lower than the fair market value, the relevant tax authority has the power to make a reasonable adjustment to the taxable income of the transaction. In February 2015, the SAT issued Circular 7 to replace the rules relating to indirect transfers in Circular 698. Circular 7 has introduced a new tax regime that is significantly different from that under ~~Item~~Circular ~~304(~~698. Circular 7 extends its tax jurisdiction to not only indirect transfers set forth under Circular 698 but also transactions involving transfer of other taxable assets, through the offshore transfer of a) foreign intermediate holding company. In addition, Circular 7 provides clearer criteria than Circular 698 on how to assess reasonable commercial purposes and has introduced safe harbors for internal group restructurings and the purchase and sale of equity through a public securities market. Circular 7 also brings challenges to both the foreign transferor and transferee (1or other person who is obligated to pay for the transfer)~~(v)~~ of the taxable assets. Where a non-resident enterprise conducts an “indirect ~~Regulation~~transfer” Sby transferring the taxable assets indirectly by disposing of the equity interests of an overseas holding company, the non-Kresident ~~adopted~~enterprise being the transferor, or the transferee, or the PRC entity which directly owned the taxable assets may report to the relevant tax authority such indirect transfer. Using a “substance over form” principle, the PRC tax authority may disregard the existence of the overseas holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC tax. As a result, gains derived from such indirect transfer may be subject to PRC enterprise income tax, and the transferee or other person who is obligated to pay for the transfer is obligated to withhold the applicable taxes, currently at a rate of 10% for the transfer of equity interests in a PRC resident enterprise. We face uncertainties on the reporting and consequences on future private equity financing transactions, share exchange or other transactions involving the transfer of shares in our company by investors that are non-PRC resident enterprises. The PRC tax authorities may pursue such non-resident enterprises with respect to a filing or the ~~Securities~~transferees with respect to withholding obligation, and ~~Exchange~~request ~~Commission~~our PRC subsidiaries to assist in the filing. As a result, we and non-resident enterprises in such transactions may become at risk of being subject to filing obligations or being taxed, under Circular 59 or Circular 698 and Circular 7, and may be required to expend valuable resources to comply with Circular 59, Circular 698 and Circular 7 or to establish that we and our non-resident enterprises should not be taxed under these circulars, which may have a material adverse effect on our financial condition and results of operations. The PRC tax authorities have the discretion under SAT Circular 59, Circular 698 and Circular 7 to make adjustments to the taxable capital gains based on the difference between the fair value of the taxable assets transferred and the cost of investment. Although we currently have no plans to pursue any acquisitions in China or elsewhere in the world, we may pursue acquisitions in the future that may involve complex corporate structures. If we are considered a non-resident enterprise under the PRC Enterprise Income Tax Law and if the PRC tax authorities make adjustments to the taxable income of the transactions under SAT Circular 59 or Circular 698 and Circular 7, our income tax costs associated with such potential acquisitions will be increased, which may have an adverse effect on our financial condition and results of operations.

1621

~~Prior~~Our ~~to Friedman’s engagement by~~current ~~the~~employment ~~Company,~~practices ~~neither~~may the Company, nor anyone on the Company’s behalf, previously consulted with Friedman regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be ~~rendered~~restricted onunder the ~~Company’s~~PRC ~~consolidated~~Labor ~~financial~~Contract ~~statements~~Law ~~or (ii) any matter that was either the subject of a disagreement as defined in Item 304(a)(1)(iv) of or this Regulation S-K~~ and ~~its~~our ~~related~~labor ~~instructions~~costs ormay aincrease ~~reportable event~~ as ~~defined in Item 304(~~a~~)(1)(v)~~ ~~of Regulation S-K~~result. ~~Further, there was no written report or oral advice provided by the Company or anyone on the Company’s behalf to Friedman prior to Friedman’s engagement by the Company.~~

~~ITEM~~The PRC Labor Contract 9ALaw and its implementing rules impose requirements concerning contracts entered into between an employer and its employees and establishes time limits for probationary periods and for how long an employee can be placed in a fixed-term labor contract. ~~CONTROLS~~Because the ~~AND~~Labor ~~PROCEDURES~~Contract Law and its implementing rules have not been in effect very long and because there is lack of clarity with respect to their implementation and potential penalties and fines, it is uncertain how it will impact our current employment policies and practices. We cannot assure you that our employment policies and practices do not, or will not, violate the Labor Contract Law or its implementing rules and that we will not be subject to related penalties, fines or legal fees. If we are subject to large penalties or fees related to the Labor Contract Law or its implementing rules, our business, financial condition and results of operations may be materially and adversely affected. In addition, according to the Labor Contract Law and its implementing rules, if we intend to enforce the non-compete provision with an employee in a labor contract or non-competition agreement, we have to compensate the employee on a monthly basis during the term of the restriction period after the termination or ending of the labor contract, which may cause extra expenses to us. Furthermore, the Labor Contract Law and its implementation rules require certain terminations to be based upon seniority rather than merit, which significantly affects the cost of reducing workforce for employers. In the event we decide to significantly change or decrease our workforce in the PRC, the Labor Contract Law could adversely affect our ability to enact such changes in a manner that is most advantageous to our circumstances or in a timely and cost effective manner, thus our results of operations could be adversely affected.

~~Evaluation~~Our shares of common stock are subject to penny stock regulation. Because our common stock is penny stock, holders of ~~Disclosures~~our ~~Control~~common ~~and~~stock ~~Procedures~~may find it difficult or may be unable to sell their shares.

~~Our management~~The isSEC ~~responsible~~has ~~for~~adopted rules ~~establishing~~that ~~and~~regulate ~~maintaining~~broker/dealer ~~adequate~~practices ~~internal~~in ~~control~~connection ~~over~~with ~~financial~~transactions ~~reporting~~in penny stocks. ~~Internal~~Penny ~~control~~stocks generally are equity ~~over~~securities ~~financial~~with ~~reporting~~a isprice ~~defined~~of inless ~~Rule~~than ~~13a-15~~$5.00 (f)other than securities registered on certain national securities exchanges or ~~15d-15(f)~~quoted on ~~promulgated~~the ~~under~~NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the ~~Securities~~exchange ~~Exchange~~system). ~~Act~~The ofpenny ~~1934~~stock asrules require a broker/dealer, prior to a transaction in a penny stock not otherwise exempt ~~process~~from ~~designed~~the byrules, orto ~~under~~deliver a standardized risk disclosure document prepared by the ~~supervision~~SEC that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker/dealer also must provide the customer with bid and offer quotations for the penny stock, the ~~Company’s~~compensation ~~principal~~of ~~executive~~the broker/dealer, and ~~principal~~its ~~financial~~salesperson ~~officers~~in the transaction, and monthly account ~~effected~~statements byshowing the ~~Company~~market value of each penny stock held in the customer’s ~~board~~account. ofIn ~~directors~~addition, ~~management~~the ~~and~~penny ~~other~~stock ~~personnel,~~rules require that prior to ~~provide~~a ~~reasonable~~transaction ~~assurance~~in ~~regarding~~ a penny stock not otherwise exempt from such rules, the ~~reliability~~broker/dealer ofmust ~~financial~~make ~~reporting~~a special written determination that a penny stock is a suitable investment for the purchaser and receive the ~~preparation~~purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of ~~financial~~reducing ~~statements~~the ~~for~~level ~~external~~of ~~purposes~~trading activity in ~~accordance~~any ~~with accounting~~secondary ~~principles~~market ~~generally~~for ~~accepted~~a instock that becomes subject to the ~~United~~penny ~~States~~stock rules, and accordingly, holders of ~~America~~our ~~and~~common ~~includes~~stock ~~those~~may ~~policies~~find ~~and~~it ~~procedures~~difficult or ~~that:~~may be unable to sell their shares

● Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; ● Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and ● Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.22

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

AsThe ofmarket ~~December 31,~~price ~~2018, our CEO evaluated the effectiveness~~ of our ~~disclosure~~common ~~controls~~stock ~~and~~is ~~procedures~~likely (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Annual Report on Form 10-K. Disclosure controls and procedure include, without limitation, controls and procedures designed to ~~ensure that information required to~~ be ~~disclosed~~highly byvolatile ~~the Company in the reports that it files or submits under the Exchange Act is accumulated~~ and ~~communicated~~could tofluctuate ~~the~~widely ~~Company’s~~in ~~management as~~price ~~appropriate~~in toresponse ~~allow timely decisions regarding required disclosure. Our Management is responsible for monitoring the process pursuant~~ to ~~which~~various ~~information~~factors, ismany ~~gathered~~of ~~and analyze such information to determine the extent to~~ which ~~such information requires~~ ~~disclosure~~are inbeyond ~~the reports filed with the Securities and Exchange Commission. Based on such evaluation,~~ our ~~CEO has concluded that as of December 31~~control, ~~2018,~~including the Company’s disclosure controls and procedures were ineffective due to the Company’s lacks of formal documented controls and procedures applicable to all officers and directors. The Company is in the process of adopting formal documented controls.following:

~~As of~~● ~~December~~our ~~31,~~ability ~~2018,~~to ~~management~~execute ~~assessed~~our ~~the~~business ~~effectiveness~~plan; of● changes in our ~~internal~~industry; ~~control~~● ~~over~~competitive ~~financial~~pricing ~~reporting~~pressures; ~~based~~● onour ~~the~~ability ~~criteria for~~to ~~effective~~obtain ~~internal~~working ~~control~~capital ~~over~~financing; ~~financial~~● ~~reporting~~additions ~~established~~or indepartures byof key personnel; ● limited “public float” in the ~~Committee~~hands of ~~Sponsoring~~a ~~Organizations~~small number of ~~the~~persons ~~Treadway Commission’s~~whose ~~2013~~sales ~~Internal~~or ~~Control~~lack -of ~~Integrated~~sales ~~Framework~~could ~~and~~result ~~SEC~~in ~~guidance~~positive or negative pricing pressure on ~~conducting~~the ~~such~~market ~~assessments.~~price ~~Based~~for onour ~~that evaluation,~~Common ~~they~~Stock; ~~concluded~~● sales of our Common Stock; ● operating results that, ~~during~~fall ~~the~~below expectations; ● regulatory developments; ● economic and other external factors; ● period-to-period ~~covered~~fluctuations byin ~~this~~our ~~report,~~financial ~~such~~results; ~~internal~~● ~~controls~~our ~~and~~inability ~~procedures~~to ~~were~~develop ~~not~~or ~~effective~~ acquire new or needed technologies; ● the public’s response to ~~detect~~press releases or other public announcements by us or third parties, including filings with the ~~inappropriate~~SEC; ~~application~~● ofchanges USin ~~GAAP~~financial ~~rules~~estimates asor ~~more~~ratings ~~fully~~by ~~described~~any ~~below.~~securities ~~This~~analysts ~~was~~who ~~due~~follow our Common Stock, our failure to ~~deficiencies~~meet ~~that~~these ~~existed in~~estimates ~~the~~or ~~design~~failure of those analysts to initiate or ~~operation~~maintain coverage of our ~~internal~~Common ~~controls~~Stock; ~~over~~● ~~financial~~the ~~reporting~~development ~~that~~and ~~adversely~~sustainability ~~affected~~of an active trading market for our ~~internal~~Common ~~controls~~Stock; and ~~that~~ ~~may~~● beany ~~considered~~future tosales beof ~~material~~our ~~weaknesses~~Common Stock by our officers, directors and significant stockholders.

17Shares eligible for future sale may adversely affect the market price of our common stock, as the future sale of a substantial amount of outstanding common stock in the public marketplace could reduce the price of our common stock.

The market price of ~~matters~~our ~~involving~~shares ~~internal~~could ~~controls~~decline ~~and~~as ~~procedures~~a ~~that~~result of sales of substantial amounts of our ~~management~~capital ~~considered~~stock toin bethe ~~material~~public ~~weaknesses~~market, ~~under~~or the ~~standards~~perception ofthat ~~the~~these ~~Public~~sales ~~Company~~could ~~Accounting~~occur. ~~Oversight~~In ~~Board~~addition, ~~were:~~these factors could make it more difficult for us to raise funds through future offerings of our common stock.

~~(1) lack~~If ofsecurities aor ~~functioning~~industry ~~audit~~analysts do ~~committee~~not ~~due~~publish toresearch aor ~~lack~~reports ofabout aour ~~majority~~business, ofif ~~independent~~they ~~members~~adversely ~~resulting~~change intheir ~~ineffective~~recommendations ~~oversight~~regarding inour common stock ~~the~~or ~~establishment~~if ~~and~~our ~~monitoring~~results of ~~required~~operations ~~internal~~do ~~controls~~not meet their published expectations, our stock price and ~~procedures;~~trading volume could decline.

~~(2)~~The trading market ~~inadequate~~for ~~segregation~~our common stock will be influenced by the research and reports that securities or industry analysts publish about us or our business. If one or more of ~~duties~~these ~~consistent~~analysts ~~with~~cease ~~control~~coverage ~~objectives;~~of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline. Moreover, if one or more of the analysts who cover us downgrade recommendations regarding our stock, or if our results of operations do not meet their published expectations, our stock price could decline materially.

~~(3) ineffective controls over period end financial disclosure and reporting processes; and~~23

~~(4)~~Provisions of Florida law, and of doour ~~not~~Articles ~~have~~of ~~any~~Incorporation ~~full-time~~and ~~accounting~~Bylaws ~~personnel~~may ~~who~~make ~~have~~a ~~U.S.~~takeover ~~GAAP~~more ~~experience~~difficult, which could cause our stock price to decline.

~~The~~Provisions in our Articles ~~aforementioned~~of ~~material~~Incorporation ~~weaknesses~~and ~~were~~Bylaws ~~identified~~and in the Florida corporate law may make it difficult and expensive for a third party to pursue a tender offer, change in control or takeover attempt that is opposed by ~~our~~management ~~Chief~~and ~~Executive~~the ~~Officer~~Board of Directors. As a result, public stockholders who might wish to participate in ~~connection~~such ~~with~~a transaction may not have an opportunity to do so. These and other anti-takeover provisions could substantially impede the ~~review~~ability of public stockholders to change our ~~financial~~management and Board of Directors. Such ~~statements~~provisions asmay also limit the price that investors might be willing to pay for shares of ~~December~~our ~~31,~~common ~~2018~~stock in the future.

~~Management believes~~Any ~~that~~issuance ~~the~~of ~~material~~preferred ~~weaknesses~~stock ~~set forth~~ in ~~items (1), (2), (3) and (4) above did not have an effect on our financial results.~~ ~~However, management believes that~~ the ~~lack~~future ofmay adilute ~~functioning audit committee results in ineffective oversight in~~ the ~~establishment and~~rights ~~monitoring~~ of ~~required internal controls and procedures, which could result in a material misstatement in~~ our ~~financial~~common ~~statements in future periods~~stockholders.

~~Management’s~~Under our Articles ~~Remediation~~of ~~Initiatives~~Incorporation, our Board of Directors has the authority to issue up to 100,000,000 shares of preferred stock and to determine the price, liquidation preference, priority, dividend and voting rights, conversion features (if any) and other terms of these shares. Our Board of Directors may approve the issuance of preferred stock without any further approval of our stockholders. If preferred stock is issued, the rights of holders of our common stock, including the right to receive the proceeds of a liquidation of Rebel, may be adversely affected.

~~In an~~We ~~effort~~do tonot ~~remediate~~intend ~~the~~to ~~identified~~pay ~~material~~cash ~~weaknesses~~dividends on ~~and other deficiencies and enhance~~ our ~~internal~~common ~~controls, we have initiated, or plan to initiate, the following series of measures:~~stock.

We ~~plan~~ todo ~~appoint~~not ~~one~~anticipate paying orcash ~~more~~dividends ~~outside directors~~ to ~~our~~holders ~~board~~ of ~~directors~~our ~~who~~common ~~shall~~stock. beIf ~~appointed~~we todo annot ~~audit~~declare ~~committee~~or ~~resulting in~~pay adividends ~~fully~~on ~~functioning~~shares ~~audit~~of ~~committee~~our ~~who~~common ~~will~~stock, ~~undertake~~ the market ~~oversight~~value ~~in the establishment and monitoring~~ of ~~required~~our ~~internal controls~~common ~~and~~stock ~~procedures~~may ~~such~~be asadversely ~~reviewing and approving estimates and assumptions made by management when funds are available to us~~affected.

~~Management believes~~As ~~that~~an ~~the~~“emerging ~~appointment~~growth ofcompany” under ~~one~~the orJumpstart ~~more~~Our ~~outside~~Business ~~directors~~Startups Act, ~~who~~or ~~shall~~JOBS beAct, ~~appointed~~we toare apermitted ~~fully functioning audit committee~~to, ~~may~~ ~~remedy the lack of a functioning audit committee~~ and aintend ~~lack~~to, ofrely aon ~~majority~~exemptions offrom ~~outside~~certain disclosure ~~directors on our Board~~requirements.

WeAs ~~anticipate~~an ~~that these initiatives~~“emerging ~~may~~growth becompany” atunder ~~least~~the ~~partially~~JOBS Act, ifwe ~~not~~are ~~fully~~permitted to, ~~implemented~~and byintend ~~August 31~~to, ~~2019.~~rely ~~Additionally,~~on weexemptions ~~plan~~from tocertain ~~test~~disclosure ~~our~~requirements. We ~~updated~~are ~~controls~~an ~~and remediate~~emerging ~~our~~growth ~~deficiencies~~company byuntil ~~August~~the ~~31,~~earliest ~~2019.~~of:

~~Changes~~ ● the last day of the fiscal year during which we have total annual gross revenues of $1 billion or more; ● the last day of the fiscal year following the fifth anniversary of this offering; ● the date on which we have, during the previous 3-year period, issued more than $1 billion in ~~Internal~~non-convertible ~~Controls~~debt; ~~Over~~or ~~Financial~~● ~~Reporting~~the date on which we are deemed a “large accelerated issuer” as defined under the federal securities laws.

AsFor so long as we remain ~~reported~~an onemerging ~~the~~growth ~~Form~~company, ~~8-K~~we ~~filed~~may bytake ~~the~~advantage ~~Company~~of oncertain ~~June~~exemptions 1from various reporting requirements that are applicable to public companies that are not “emerging growth companies” including, ~~2018~~but not limited to, ~~Mr.~~not ~~Tomas~~being ~~Urbanec~~required ~~notified~~to comply with the ~~Company~~auditor attestation requirements of ~~his~~section ~~resignation~~404 of the Sarbanes-Oxley Act for up to five fiscal years after the date of this offering. We cannot predict if investors will find our common shares less attractive because we may rely on these exemptions. If some investors find our common shares less attractive as a result, there may be a less active trading market for our common ~~member~~shares ofand the ~~board~~trading price of ~~directors~~our ofcommon ~~the~~shares ~~Company,~~may ~~effective~~be ~~immediately~~more onvolatile. ~~May~~In 25addition, ~~2018~~our costs of operating as a public company may increase when we cease to be an emerging growth company.

~~As reported~~Our oncorporate ~~the Form 8-K filed by the Company on October 9~~structure, ~~2018, Mr. Chow Hong Ong notified the Company of his resignation as~~together awith ~~member~~applicable oflaw, ~~the~~may ~~board~~impede ofshareholders ~~directors~~from ofasserting ~~the~~claims ~~Company,~~against ~~effective~~us ~~immediately~~and onour ~~September 28, 2018~~principals.

~~Other than~~All ~~the~~of ~~foregoing,~~our ~~there~~operations and ~~was~~records, noand ~~change~~all inof our ~~internal~~senior ~~controls~~management ~~over~~are ~~financial~~located ~~reporting~~in ~~that~~the ~~occurred~~PRC. ~~during~~Shareholders ~~the~~of ~~period~~companies ~~covered~~such as ours have limited ability byto ~~this~~assert ~~report,~~and ~~which~~collect ~~has~~on ~~materially~~claims ~~affected,~~in orlitigation isagainst ~~reasonably~~such ~~likely~~companies toand ~~materially~~their ~~affect~~principals. In addition, ~~our~~China ~~internal~~has ~~controls~~very ~~over~~restrictive secrecy laws that prohibit the delivery of many of the financial records maintained by a business located in China to third parties ~~reporting~~absent Chinese government approval. ~~However~~Since discovery is an important part of proving a claim in litigation, and since ~~the~~most ~~end~~if not all of ~~the~~our ~~last~~records ~~completed~~are ~~fiscal~~in ~~year~~China, weChinese ~~have~~secrecy ~~appointed~~laws ~~Mr.~~could ~~Benjamin~~frustrate ~~Cher~~efforts asto prove a ~~member~~claim ofagainst us or our management. In addition, in order to commence litigation in the ~~Board~~United ofStates ~~Directors,~~against ~~effective~~an ~~May~~individual 7such as an officer or director, ~~2019~~that individual must be served. Generally, asservice ~~reported~~requires onthe cooperation of the ~~Form~~country ~~8-K~~in ~~filed~~which bya ~~the~~defendant ~~Company~~resides. onChina ~~May~~has ~~14,~~a ~~2019~~history of failing to cooperate in efforts to affect such service upon Chinese citizens in China.

~~Attestation Report of Registered Public Accounting Firm~~24

~~This annual~~ITEM ~~report does not include an attestation report of the Company’s registered independent public accounting firm regarding internal control over financial reporting~~1B. ~~Management’s~~UNRESOLVED ~~report~~STAFF was not subject to attestation by the Company’s registered independent public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report on Form 10-K.COMMENTS

~~ITEM 9B.~~Not ~~OTHER INFORMATION~~applicable.

~~None~~ITEM 2. PROPERTIES

Our headquarters is located in the heart of downtown Singapore at 7500A Beach Road, Unit 16-324, The Plaza, Singapore. We pay our landlord SGD 5,700 (USD $4,178) as rent per month. We are renting the property on a month to month basis. The Company’s new operation headquarters are located in Shanghai at the Unit C02, 5/F (Mixpace), Building T2 (CES West Bund Center), NO.277 Longlan Road, Xuhui District, Shanghai 200030 pursuant to a lease agreement with a monthly rent of RMB 13,500 (USD $1,954). The lease will expire on March 18, 2021.

~~PART III~~ITEM 3. LEGAL PROCEEDINGS

~~ITEM~~From time to time, 10the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. ~~DIRECTORS~~Litigation is subject to inherent uncertainties, ~~EXECUTIVE~~and ~~OFFICERS~~an ~~AND~~adverse ~~CORPORATE~~result ~~GOVERNANCE~~in these or other matters may arise from time to time that may harm our business.

~~The~~On November 5, 2018, ~~name~~the Company was served a summon for a complaint filed by Ofsink, ~~age~~LLC (“Ofsink”) on September 13, 2018, in the Supreme Court of the City of New York County of New York against the Company. By filing the complaint, Ofsink alleged, among other claims, that the Company failed to pay for its legal services rendered in the amounts set forth on uncontested invoices in the amount of $252,822, and ~~titles~~that it sustained damages in the sum of ~~our~~$252,822 ~~executive~~plus ~~officer~~interest and ~~director~~attorney’s isfees as ~~follows:~~a result of the non-payment of the invoices rendered. The complaint seek, among other relief, compensatory damages and plaintiff’s counsel’s fees. On December 18, 2019, Ofsink voluntarily dismissed its lawsuit against the Company without prejudice. Ofsink informed the Company that it had planned to sell a promissory note approximately the amount Company owed to a third party. On April 16, 2020, the Company has entered into a Settlement Agreement with Ofsink to resolve the legal dispute. Both the Company and Ofsink agreed to settle the balance in accordance with the terms of the promissory note. The matter is therefore settled.

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

ITEM 4. MINE SAFETY DISCLOSURES

~~(1) Mr.~~Not ~~Chow Hong Ong resigned from his position as Director on September 28, 2018~~applicable.

~~(2) Mr. Tomas Urbanec resigned from his position as Director on May~~ 25~~, 2018.~~

~~(3)~~PART ~~Mr. Cher was appointed as a member of the Board of Directors on May 7, 2019.~~II

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

~~Mr. Chow~~There ~~Hong~~is ~~Ong,~~limited ~~age~~public trading ~~79,~~market ~~has~~for ~~held~~our ~~the~~Common ~~positions of Chief Accountant~~Stock, ~~Chief~~which ~~Internal~~is ~~Auditor~~quoted ~~and~~on ~~Director (Audit & Systems) in~~ the ~~Port~~OTC ofMarkets ~~Singapore~~OTCQB ~~Authority~~under ~~(“PSA”) for 15 years. He was~~ the ~~General~~symbol ~~Manager of SPECS Consultants Pte Ltd, the consulting agency of the PSA~~“REBL.” ~~Previously~~The heOTCQB ~~worked in the Internal Audit Department of ESSO Berhad in Kuala Lumpur, Malaysia~~marketplace ~~and~~is in a ~~public~~quotation ~~accountants~~service ~~firm~~that indisplays ~~Perth, Australia. He had also held the position of CEO of Superior Multi~~real-~~Packaging~~time ~~Ltd~~quotes, ~~Singapore. Mr. Ong served as a director and Chairman of Audit Committee of the public~~last-~~listed~~sale ~~companies of Vicom Ltd from 1980 to 2008. He also held position as a director in Superior Multi-Packaging Ltd and Airocean Ltd. in Singapore. He was a director of Cisco Recall Pte Ltd~~prices, ~~a joint venture of Cisco Pte Ltd, Singapore~~ and ~~Bramble~~volume ~~Ltd~~information of Australia from 1998 to 2004. He was also a director of Hoover Stainless Pte Ltd, Singapore from 1997 to 2003. Mr. Ong served as a Councilor and Chairman of Audit Committee of Aljunied Town Council, Singapore. He served as a member of Audit Committee of National Council of Social Service, Singapore. He was also the Chairman of Audit Committee of Orchid Country Club, Singapore. Mr. Ong was conferred the National Public Administration Medal (Bronze) for his service in over-the-counter ~~Port Singapore Authority and the Friend of Labour Award by Singapore Labour Foundation~~ (~~SLF~~“OTC”) ~~for~~ ~~his~~equity ~~contributions in Vicom Ltd~~securities. ~~Mr.~~An ~~Ong~~OTCQB ~~held~~security agenerally ~~diploma~~is inany ~~Accountancy~~equity ~~from~~that ~~the~~is ~~Perth~~not ~~Technical~~listed ~~College,~~or ~~Australia.~~traded Heon ~~was~~ a ~~Fellow of~~national ~~Certified~~securities ~~Public Accountants (Australia)~~exchange. ~~Mr. Chow Hong Ong resigned from his position as Director on September 28, 2018 due to personal reasons.~~

19OTCQB securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, OTCQB securities transactions are conducted through a telephone and computer network connecting dealers in stocks.

~~Mr. Tomas~~For ~~Urbanec,~~the ~~age~~periods 52indicated, ~~is an accomplished international executive, with over 17 years of experience in global consumer financial~~ ~~services. Mr. Urbanec has held leadership positions with businesses in some of~~ the ~~major~~following ~~financial~~table ~~capitals~~sets offorth the ~~world,~~high ~~with regional assignments in Hong Kong, Athens, Tokyo, Shanghai~~ and ~~Singapore.~~low ~~His~~bid ~~most~~prices ~~recent~~per ~~role~~share ~~was as the Chief Executive Officer and Executive Director~~ of ~~Prudential~~common ~~Assurance~~stock ~~Company~~for ~~Singapore,~~each ~~which~~quarter iswithin ~~of one of~~ the ~~largest~~two ~~life~~most ~~insurance companies in Singapore~~recent ~~and~~fiscal ~~is part of the Prudential UK group~~years. ~~Prior~~The tofollowing ~~his~~quotations ~~appointment~~reflect ~~as Chief Executive Officer of Prudential Assurance Company Singapore, Mr. Urbanec was~~ the ~~Chief~~high ~~Marketing~~ and ~~Partnerships~~low ~~Distribution~~bids ~~Officer~~ for ~~Prudential~~our ~~Singapore~~shares ~~from~~of ~~2009~~common tostock ~~2013.~~based ~~Mr.~~on ~~Urbanec also~~inter-dealer ~~served as Regional Strategic Marketing Officer for Prudential Corporation Asia from 2008 to 2009. Before joining Prudential~~prices, ~~Mr.~~without ~~Urbanec~~retail ~~was~~mark-up, ~~the~~mark-down ~~Executive~~or ~~Vice~~commission President of Personal Lines for ACE Insurance Group (now known as Chubb Insurance) from 2004 to 2008. Mr. Urbanec holds a Masters of Business Administration from the Weatherhead School of Management at Case Western Reserve University in Cleveland Ohio and amay ~~Bachelor’s~~not ofrepresent ~~Science~~actual ~~in Finance from Indiana University in Bloomington Indiana~~transactions. ~~Mr. Tomas Urbanec resigned from his position as Director on May 25, 2018 due to personal reasons.~~

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

~~Mr.~~The ~~Benjamin~~following ~~Cher, age~~table 41shows, isfor athe ~~seasoned~~periods ~~professional with more than 15 years of experience in banking~~indicated, ~~private~~the ~~equity,~~high ~~strategic planning~~ and ~~general management.~~low ~~From~~bid ~~May~~prices ~~2014~~per toshare ~~March~~of ~~2016,~~our ~~Mr.~~common ~~Cher~~stock ~~served~~ as areported ~~senior~~by ~~private~~the ~~banker~~OTCQB ~~for Credit Suisse AG~~quotation service. ~~Mr.~~These ~~Cher~~bid ~~founded~~prices ~~Aetius Capital~~represent inprices ~~2016~~quoted ~~and~~by ~~has~~broker-dealers ~~been~~on ~~serving~~the asOTC ~~its~~Pink ~~CEO~~quotation ~~since then~~service. ~~Mr.~~The ~~Cher~~quotations ~~received~~reflect ~~his Master’s degree in Management Science~~inter-dealer &prices, ~~Engineering~~without ~~from~~retail ~~Stanford~~mark-up, ~~University~~mark-down inor ~~2001.~~commissions, Heand ~~received~~may ~~his~~not ~~Bachelor~~represent ofactual ~~Engineering degree in Electrical & Electronic Engineering from Imperial College London in 2000~~transactions.

Significant Employees

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

We do not have significant employees who are not our executive officers or directors.

Fiscal Year 2019	High Bid		Low Bid
First Quarter	$	1.51	$	0.51
Second Quarter	$	2.9	$	1.49
Third Quarter	$	3.0	$	1.5
Fourth Quarter	$	2.59	$	0.49

~~Director~~Generally, there is ~~Independence~~no active market for shares of common stock of the Company. Although the Company’s shares are quoted on the OTCQB marketplace, the Company is aware of only a few transactions that have taken place in the past several years.

~~We are~~Common not currently subject to listing requirements of any national securities exchange or inter-dealer quotation system which has requirements that a majority of the board of directors be “independent” and, as a result, we are not at this time required to have our Board of Directors comprised of a majority of “independent directors.” None of our directors are independent directors under the applicable standards.Stock

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

~~The Chairman, Mr Khian Kiee Leong is the father of the Chief Executive Officer, Mr Aan Yee Leong.~~26

~~Involvement~~Subject to any preferential inrights ~~Certain~~of ~~Legal~~any ~~Proceedings~~outstanding series of preferred stock created by our board of directors from time to time, the holders of shares of our common stock will be entitled to such dividends (cash, stock, or otherwise) as may be declared from time to time by our board of directors from funds available therefore.

~~During~~Subject to any preferential ~~the~~rights ~~past~~of 10any ~~years,~~outstanding toseries ~~our~~of ~~knowledge,~~preferred ~~except~~stock ascreated ~~described~~from ~~below,~~time ~~none~~to oftime by our ~~present~~board orof ~~former~~ directors, ~~executive~~upon ~~officers~~liquidation, ordissolution ~~persons~~or ~~nominated~~winding toup, ~~become~~the ~~directors~~holders orof ~~executive~~shares ~~officers~~of ~~has~~our ~~been~~common ~~the~~stock ~~subject~~will ofbe ~~any~~entitled ofto ~~the~~receive ~~following:~~pro rata all assets available for distribution to such holders.

~~(1) A~~In ~~petition under~~ the ~~federal~~event ~~bankruptcy~~of ~~laws~~any merger or ~~any~~consolidation ~~state~~with ~~insolvency~~or ~~law~~into ~~was~~another ~~filed~~company byin orconnection ~~against,~~with orwhich ashares ~~receiver,~~of ~~fiscal~~our ~~agent or~~common ~~similar~~stock ~~officer~~are ~~was~~converted ~~appointed~~into byor exchangeable afor ~~court~~shares ~~for~~of ~~the~~stock, ~~business~~other securities or property of(including ~~such person~~cash), orall ~~any~~holders ~~partnership~~of inour ~~which~~common hestock ~~was~~will abe entitled ~~general~~to ~~partner~~receive atthe orsame ~~within~~kind ~~two~~and ~~(2)~~amount ~~years~~of ~~before~~shares ~~the time~~ of ~~such~~stock ~~filing,~~and orother ~~any~~securities ~~corporation~~and orproperty ~~business~~(including ~~association~~cash). Holders of ~~which~~our common hestock ~~was~~have anno ~~executive~~pre-emptive ~~officer~~rights, atno orconversion ~~within~~rights ~~two~~and ~~(2)~~there ~~years~~are ~~before~~no ~~the~~redemption ~~time~~provisions ofapplicable ~~such~~to ~~filing;~~our common stock.

~~(2) Such~~As ~~person~~of ~~was~~April ~~convicted~~24, in2020, there awere ~~criminal~~55,354,031 ~~proceeding~~shares ~~or is a named subject~~ of acommon ~~pending~~stock ~~criminal~~issued ~~proceeding (excluding traffic violations~~ and ~~other minor offenses);~~outstanding.

~~(3) Such~~Preferred person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him or her from, or otherwise limiting, the following activities:Stock

~~(i)~~Our Board is authorized ~~Acting~~by asits aArticles ~~futures~~of ~~commission~~Incorporation ~~merchant,~~to ~~introducing~~issue ~~broker,~~Preferred ~~commodity~~Stock ~~trading~~from ~~advisor,~~time ~~commodity~~to ~~pool~~time ~~operator,~~in ~~floor~~one ~~broker~~or more series with such designations, preferences ~~leverage~~and ~~transaction~~relative ~~merchant~~participating, ~~any~~optional or other ~~person~~special ~~regulated~~rights byand ~~the~~qualifications, ~~Commodity~~limitations ~~Futures~~or ~~Trading~~restrictions, ~~Commission~~thereof, oras anshall be ~~associated~~stated ~~person of~~in ~~any~~the resolutions adopted by our Board providing for the issuance of the ~~foregoing,~~Preferred orStock. asThe anBoard ~~investment~~is ~~adviser~~authorized, ~~underwriter,~~within any ~~broker~~limitations orprescribed ~~dealer~~by inlaw ~~securities,~~and orthe asCompany’s anArticles ~~affiliated~~of ~~person~~Incorporation, ~~director~~ orto ~~employee~~fix ofand ~~any~~determine ~~investment~~the ~~company~~designations, ~~bank~~rights, qualifications, ~~savings~~preferences, limitations and ~~loan~~terms ~~association~~of orthe ~~insurance~~shares ~~company,~~of orany ~~engaging~~series inof orPreferred ~~continuing any~~Stock. ~~conduct~~There is no preferred stock issued or ~~practice~~outstanding inat ~~connection~~the ~~with~~date ~~such~~of ~~activity;~~this Annual Report.

20Warrants

~~(ii) Engaging~~There inare ~~any~~currently no ~~type~~outstanding ~~of business practice; or~~warrants.

~~(iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;~~Options

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

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

~~(6) Such~~As ~~person was found by a court~~ of ~~competent~~April ~~jurisdiction~~24, in2020, we ahad ~~civil~~55,354,031 ~~action~~shares orof byour ~~the~~common ~~Commodity~~stock ~~Futures~~with ~~Trading~~par ~~Commission~~value ~~to have~~$0.0001 ~~violated~~issued ~~any Federal commodities law,~~ and ~~the~~outstanding. ~~judgment~~There inwere ~~such~~530 ~~civil~~stockholders ~~action~~of orrecord as ~~finding~~of by the ~~Commodity~~same ~~Futures Trading Commission has not been subsequently reversed, suspended or vacated;~~date.

~~(7) Such~~Transfer ~~person~~Agent ~~was~~and the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:Registrar

~~(i)~~The Transfer Agent ~~Any~~for ~~federal~~our orcapital ~~state~~stock ~~securities~~is orIsland ~~commodities~~Stock ~~law~~Transfer orwith ~~regulation;~~an oraddress at 15500 Roosevelt Boulevard, Suite 301, Clearwater, Florida 33760. Their telephone number is Office phone: 727-289-0010.

~~(ii)~~For transactions covered ~~Any~~by ~~law~~these orrules, ~~regulation~~the ~~respecting~~broker-dealer ~~financial~~must ~~institutions~~make ora ~~insurance~~special ~~companies~~suitability ~~including~~determination for the purchase of such securities and have received the purchaser’s prior written consent to the transaction. Additionally, ~~but~~for ~~not~~any ~~limited~~transaction, other than exempt transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of a ~~temporary~~risk ordisclosure ~~permanent~~document mandated by the ~~injunction~~Securities and Exchange Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, ~~order~~current ofquotations ~~disgorgement~~for orthe ~~restitution~~securities and, ~~civil~~if ~~money~~the ~~penalty~~broker-dealer oris the ~~temporary~~sole ormarket-maker, ~~permanent~~the ~~cease~~broker-dealer must disclose this fact and the broker-~~desist~~dealer’s ~~order~~presumed control over the market. Finally, ormonthly ~~removal~~statements must be sent disclosing recent price information for the penny stock held in the account and information oron ~~prohibition~~the ~~order;~~limited ormarket in penny stocks. Consequently, the “penny stock” rules may restrict the ability of broker-dealers to sell our common stock and may affect the ability of investors to sell their common stock in the secondary market.

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

(8) Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.27

Except as disclosed herein, we are not a party to any pending legal proceeding. To the knowledge of our management, except as disclosed herein, no federal, state or local governmental agency is presently contemplating any proceeding against us.Dividends

~~Compliance~~The Company has not declared any cash dividends with ~~Section~~respect ~~16(a)~~to ofits common stock and does not intend to declare dividends in the ~~Exchange~~foreseeable ~~Act~~future. There are no material restrictions limiting, or that are likely to limit, the Company’s ability to pay dividends on its common stock.

~~We do~~Securities ~~not~~authorized ~~yet~~for ~~have~~issuance aunder ~~class of~~ equity ~~securities registered under the Securities Exchange Act of 1934, as amended. Hence, compliance~~compensation ~~with Section 16(a) thereof by our officers and directors is not required.~~plans

~~Board~~Currently, there is no equity compensation ~~Committees~~plan in place for the Company.

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

21During January to December 2019, the Company issued 3,618,001 shares of common stock for net cash consideration of $3,799,900. The Company also issued 1,749,284 shares of common stock with total value of $1,953,146 to eight individuals as payments for professional services related to commission of fund raising, public relations and marketing, 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.

~~Audit~~On ~~Committee~~December ~~Financial~~28, ~~Expert~~2019, we entered into a Sale and Purchase Agreement (the “Agreement”) with Rodrigues Gerard Anthony and Zuzarte Desmond Gerard, (each a “Seller”, and collectively referred to as the “Sellers”). Prior to the transactions contemplated by the Agreement, the Sellers, collectively, own 100% of the outstanding share capital in EXPO AV-Insync Pre. Ltd., a private liability company incorporated in and under the laws of Singapore (the “Target Company”). The Target Company is principally engaged in the supply of audio/lighting/LED projection, camera production and rigging rental – staging services, technical layout and designs, two-dimension and three-dimension animation, three-dimension video mapping, post-production, content production and augmented reality and on-site project management. Pursuant to the Agreement, the Company has agreed to purchase and the Sellers have agreed to sell 100,000 ordinary shares of the Target Company representing 100% of the outstanding ordinary shares of the Target Company for a total consideration of up to US$6,000,000, payable in common stock, par value $0.0001 per share, of the Company (the “Consideration Shares”) with each Consideration Share valued at US$1.50 (the “Transaction”). An aggregate of 3,500,000 Consideration Shares (the “Closing Shares”) will be issued to the Sellers upon the closing of the Transaction (the “Closing”). After the Closing, the Sellers will have contingent right to receive additional consideration from the Company based on the performance of the Target Company from the Closing until December 31, 2020 (the “2020 Earnout Period”) and from the Closing until December 31, 2021 (the “2021 Earnout Period”). In the event that the Target Company achieves a profit of US$1,300,000 for the 2020 Earnout Period, the Sellers shall be entitled to receive from the Company additional 250,000 Consideration Shares with each share valued at US$1.50 (the “2020 Earnout Shares”). In the event that the Target Company achieves a profit of S$2,600,000 for the 2021 Earnout Period, the Sellers shall be entitled to receive additional 250,000 Consideration Shares with each share valued at US$1.50 (the “2021 Earnout Shares”, and collectively with the 2020 Earnout Shares, the “Earnout Shares”). The Earnout Shares will be held in escrow, with an escrow agent to be agreed upon by the Company and Sellers, and released to the Sellers in accordance with the provisions of the Agreement. The Sellers will have the right to buy back the Target Company ordinary shares if the Company fails to list its common stock on the Nasdaq Stock Market LLC within 9 months of the date of the Agreement. The closing of the Transaction is subject to satisfaction of the following conditions: (i) completion of due diligence of the Target Company by the Company; (ii) the requisite shareholders’ and/or directors’ approval of the Transaction; (iii) receipt of all third party consents and approvals as necessary; (iv) execution of service agreements between the Sellers and the Target Company on such terms acceptable to the Company; (v) the Sellers’ undertaking that each shall remain as a Director of the Target Company for 36 months following the Closing and (vi) no material adverse change to the business operations, assets, financial condition, turnover or prospects of the Target Company. Each of the Sellers agrees (i) not to dispose of any of the Closing Shares for a period of 12 months following the Closing; (ii) not to dispose of a maximum of 50% of the Closing Shares and the Earnout Shares, if any, for a period of 12 months commencing on the first anniversary of the Closing date, (iii) not to exercise any voting or other rights or receive dividends or distributions in relation to the Earnout Shares before receiving them and (iv) not to create any encumbrance over the Earnout Shares. Affected by the global outbreak of COVID-19 virus, the process of due diligence, which originally was expected to be completed in April, 2020, has been postponed. The timeline of completion will be dependent upon the economic recovery from the pandemic which remains uncertain, therefore the Company believes that there is no need to consolidate or disclose pro forma financials based on the current uncertainty of the completion of this acquisition.

We have no separate audit committee at this time. The entire Board of Directors oversees our audits and auditing procedures. Neither of our directors is an “audit committee financial expert” within the meaning of Item 407(d)(5) of SEC Regulation S-K.28

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

~~We have~~Purchase ~~no separate compensation committee at this time. The entire Board~~ of ~~Directors~~Equity ~~oversees~~Securities By the ~~functions~~Issuer ~~which~~and ~~would~~Affiliated ~~be performed by a compensation committee~~Purchasers.

~~Code~~We have not repurchased any shares of ~~Ethics~~our common stock during the fiscal year ended December 31, 2019.

~~We have~~ITEM ~~adopted a code of ethics that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer~~6. ~~The~~SELECTED ~~code~~FINANCIAL addresses, among other things, honesty and ethical conduct, conflicts of interest, compliance with laws, regulations and policies, including disclosure requirements under the federal securities laws, confidentiality, trading on inside information, and reporting of violations of the code. DATA

~~ITEM 11.~~Not ~~EXECUTIVE COMPENSATION~~applicable.

~~The following~~ITEM is7. aMANAGEMENT’S ~~summary~~DISCUSSION ofAND ~~the~~ANALYSIS ~~compensation~~OF weFINANCIAL ~~paid~~CONDITION toAND ~~our~~RESULTS ~~executive~~OF ~~officers, for the two fiscal years ended December 31, 2018 and 2017.~~OPERATIONS

~~Summary~~This Current Report on Form 10-K contains ~~Compensation~~forward-looking ~~Table~~statements within the meaning of the federal securities laws. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as “anticipate,” “expect,” “intend,” “plan,” “will,” “we believe,” “management believes” and similar language. Except for the historical information contained herein, the matters discussed in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in this Current Report are forward-looking statements that involve risks and uncertainties. The cautionary language in this Current Report, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from those projected. Except as may be required by law, we undertake no obligation to update any forward-looking statement to reflect events after the date of this Annual Report on Form 10-K.

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

Overview

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

The Company, through Rebel FC, organizes, promotes and hosts Mixed Martial Arts events featuring top level athletic talent with assistance from contracted production crews. The Company also seeks to produce and distribute videos of its MMA events, through the internet, social media, and selling the rights to such videos to distribute to television stations. The Company seeks to promote MMA in China through hosting top quality matches, live TV broadcast and inspiring reality series that attract talented fighters from all over the world. MMA is unarmed combat involving the use of a combination of techniques from different disciplines of martial arts, including, without limitation, grappling, submission holds, kicking and striking. The styles of martial arts range from Brazilian Jiu-Jitsu, Judo, Karate, Boxing, Muay Thai, Wrestling, Jeet Kune Do, Taekwondo, Sanshou and various other forms of martial arts. Unlike boxing, where athletes can only strike with their fists and only above the belt, the fighters in MMA can use punches, kicks, elbows, knee strikes, takedowns and submissions to win a contest.

22The Company 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, an exponential increase from the average viewership of its two events in 2018.

~~Director~~On January ~~Compensation~~11, 2020, the Company successfully co-hosted Rebel FC X - The New Order with the First Southeast Asian MA promotion in Europe, at the Wings of Soviet Sports Hall near the iconic Red Square in Moscow, Russia.

~~The following table sets forth the compensation paid to our directors during the years ended December 31, 2018 and 2017.~~29

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

The viewership of REBEL FC X - The New Order reached a grand total of 30.62 million, including 4.6 million on from Russia’s Boxing TV and ACB TV and another 26.02 million from digital platforms such as China’s Yizhibo Live, PP Sports, QiE Live, iQiyi and Weibo Combat. This is a noteworthy increase from the 25.45 million viewership amassed for REBEL FC 9 – Return of the Champion in China last year.

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

As of December 31, 2019, our accumulated deficit was $(19,201,492); our stockholders’ deficit was $(4,024,723).

~~Aggregated Option~~Results ~~Exercises~~of ~~and Fiscal Year-End Option Value Table~~Operations

~~There were~~For ~~no stock options exercised since~~ the ~~date~~year ofended ~~inception~~December of31, ~~the Company through the date of this Report by the executive officers~~2019 ~~named~~compared inwith the ~~Summary~~year ~~Compensation~~ended ofDecember ~~REBL.~~31, 2018

~~Long-Term Incentive~~Gross ~~Plan (“LTIP”) Awards Table~~Revenues

~~There~~The Company had revenues ~~were~~from nooperations ~~awards~~of ~~made~~$138,908 toin ~~any~~the ~~named~~year ~~executive~~ended ~~officers~~December 31, 2019 compared to $223,783 in the ~~last~~year ~~completed~~ended ~~fiscal~~December 31, 2018. The Company’s revenue of $138,908 in the year ~~under~~ended ~~any~~December ~~LTIP~~31, 2019 primarily came from sponsorship revenues received by Quanyao for holding the event, Return of the Champion, in China. The decrease in revenue is mainly due to the decreased number of events held from two events in 2018 to one event in 2019.

~~Employment~~The Company’s ~~Agreements~~cost of revenue was $769,167 in the year ended December 31, 2019, compared to $1,878,123 in the year ended December 31, 2018. The cost of revenue mainly consisted of venue rental and related expenses of $388,890, direct costs of $226,246, and fighter and official expenses of $154,031. The decrease in cost of revenue is mainly due to the decreased number of events held from two events in 2018 to one event in 2019.

~~We currently~~Operating ~~do not have any employment agreements with our directors or executive officers.~~Expenses

~~Compensation~~Operating expenses for the years ended December 31, 2019 and 2018 were $4,445,725 and $5,226,522, respectively. For the year ended December 31, 2019, the operating expenses mainly consisted of ~~Directors~~payroll expenses of $779,404, legal and professional fees of $565,892, director fee of $240,000, rental expenses of $75,570, allowance for account receivables and prepayments of $44,368, depreciation and amortization expenses of $36,498, and expenses of new share issuance for services and compensations of $1,953,146. For the year ended December 31, 2018, the operating expenses mainly consisted of payroll expenses of $1,390,766 rental expenses of $240,290, depreciation and amortization expenses of $39,876, allowance for account receivables and prepayments of $558,158, and expenses of new share issuance for services and compensations of $1,190,378. The decrease in operating expenses was largely due to the decreased payroll expenses as a result of decreased headcount, allowance expenses due to improved receivables control, and rental expenses as the Company moved to a an economical office in China, such decrease was partially offset by the increase in expenses related to new share issuance for services and compensations.

~~For the~~Net fiscal year ended December 31, 2018, two of the directors received compensation for their service as a director of the Company. Mr. Chow Hong Ong received 60,000 shares of the Company’s common stock and Mr. Tomas Urbanec received $29,658 in cash and 416,000 shares of the Company’s common stock. We do not currently have an established policy to provide compensation to members of our Board of Directors for their services in that capacity.Loss

~~Option~~Net loss for the year ~~Plan~~ended December 31, 2019 was $10,830,963 as compared to $13,654,013 for the year ended December 31, 2018. Basic and diluted net loss per share amounted $0.21 and $0.29 respectively for the years ended December 31, 2019 and 2018, respectively.

~~We currently~~The dodecrease ~~not~~of ~~have~~net loss ~~any~~for ~~stock~~the ~~option~~year ~~plan.~~ended ~~However~~December 31, we2019 ~~may~~compared ~~issue stock options pursuant~~ to ~~a stock option plan in~~ the ~~future. Such~~year ~~stock~~ended ~~options~~December ~~may be awarded to management~~31, ~~employees,~~2018 ~~members~~was ofmainly ~~the~~due ~~Company’s~~to ~~Board~~decreased ofevents ~~Directors and consultants~~held ofin ~~the Company~~2019.

23Liquidity and Capital Resources

~~Item~~The Company’s ~~12.~~financial ~~Security~~statements ~~Ownership~~for ofthe ~~Certain~~year ~~Beneficial~~ended ~~Owners~~December 31, 2019 have been prepared on a going concern basis, which assumes that the Company will be able to meet its financial obligation, working capital and ~~Management~~capital expenditures need as and ~~Related~~when ~~Stockholder~~they ~~Matters~~fall due.

The following table sets forth certain information regarding the beneficial ownership of the Company’s Common Stock as of the date herein by (i) each stockholder known by the Company to be the beneficial owner of more than 5% of the Company’s Common Stock and (ii) by the directors and executive officers of the Company. The person or company named in the table has sole voting and investment power with respect to the shares beneficially owned.30

Name and Address of Beneficial Owner	Positions with the Company	Title of Class	Amount and Nature of Beneficial Ownership (1)		Percent of Class (1)
Officers and Directors
Aan Yee Leong, Justin 7500A Beach Road #12-313 The plaza Singapore 199591	CEO and Director	Common Stock, $0.0001 par value		15,308,660		29.26	%
Khian Kiee Leong 7500A Beach Road #12-313 The plaza Singapore 199591	Chairman	Common Stock, $0.0001 par value		219,535		0.42	%
Chee Keong Teng Apt Blk 4, Sago Lane #14-103 Singapore 050004	Director	Common Stock, $0.0001 par value		1,500,000		2.87	%
All officers and directors as a group (5 persons named above)		Common Stock, $0.0001 par value		17,028,195		32.55	%
5% Securities Holders
Naixin Qi No. 5 Sichuan Road, Block 3, Unit 21, Shinan District, Qingdao City, Shandong China 266000		Common Stock, $0.0001 par value		3,000,000		5.735	%

As of December 31, 2019, we had working capital deficiency of $4,159,067 as compared to working capital deficiency of $4,856,536 as of December 31, 2018.

~~(1)~~Net ~~Beneficial~~cash ~~ownership~~used ~~is determined~~ in ~~accordance~~operating activities ~~with~~for the ~~rules~~year ofended ~~the~~December Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Beneficial ownership also includes shares of stock subject to options and warrants currently exercisable or exercisable within 60 days of the date of this table. In determining the percent of common stock owned by a person or entity as of the date of this Report31, ~~(a)~~2019 ~~the~~was ~~numerator is the number of shares of the class beneficially owned by such person or entity~~$3, ~~including shares which may be acquired within 60 days on exercise of warrants or options and conversion of convertible securities~~156,242 ~~and (b) the denominator is the sum of (i) the total shares of common stock outstanding~~ as ofcompared ~~the~~to ~~date of this Annual Report is 52~~$4,~~313~~480,~~151~~190 ~~shares),~~for ~~and (ii)~~ the ~~total~~year ~~number~~ended ofDecember ~~shares~~31, ~~that~~2018. The ~~the~~cash ~~beneficial~~used ~~owner~~in ~~may~~operating ~~acquire~~activities ~~upon~~for ~~exercise of~~ the ~~derivative~~financial ~~securities.~~year ~~Unless~~ended ~~otherwise~~December ~~stated~~31, ~~each~~2019 ~~beneficial~~was ~~owner~~primarily ~~has~~due ~~sole power~~ to ~~vote~~a ~~and~~decreased ~~dispose~~net ofloss generated ~~its~~in ~~shares~~the year.

~~Changes~~Net cash used in investing activities for the year ended December 31, 2019 was $17,585 as compared to $20,100 for the year ended December 31, 2018. The cash used in ~~Control~~investing activities are mainly due to purchase of fixed assets.

~~None~~Net cash provided by financing activities for the year ended December 31, 2019 was $3,151,118 as compared to $4,537,729 for the year ended December 31, 2018. The cash provided by financing activities for the year ended December 31, 2019 are mainly from issuing of common shares and convertible loans, such cash inflow was partially offset by the repayment to related parties.

~~Securities~~As ~~Authorized~~of December 31, 2019, our cash balance was $18,820 and our current liabilities exceed current assets by $4,159,067 which together with continued losses from operations raises substantial doubt about its ability to continue as a going concern. The Company’s operating results for ~~Issuance~~future ~~under~~periods ~~Equity~~are ~~Compensation~~subject ~~Plans~~to uncertainties and it is uncertain if the management will be able to achieve profitability and continued growth for the foreseeable future. If the management is not able to increase revenue and manage operating expenses in line with revenue forecasts, the Company may not be able to achieve profitability.

~~None~~Historically, the Company finances its operations through loans from investors and shareholders. The Company’s actions to improve operation efficiency, cost reduction, and develop core cash-generating business include the following: seeking advances from the major shareholders, pursuing additional public and/or private issuance of securities, and looking for strategic business partners to optimize our operations.

24We have considered whether there is substantial doubt about our ability to continue as a going concern due to (1) our recurring losses from operations, including approximately $10,830,963 net loss attributable to the our stockholders for the year ended December 31, 2019, (2) our accumulated deficit of approximately $19,201,492 as of December 31, 2019 and (3) the fact that we had negative operating cash flows of approximately $3,156,242 for the year ended December 31, 2019.

~~ITEM~~In evaluating if there ~~13.~~is ~~CERTAIN~~substantial ~~RELATIONSHIPS~~doubt ~~AND~~about ~~RELATED~~our ~~TRANSACTIONS~~ability to continue as a going concern, ~~DIRECTOR~~we ~~INDEPENDENCE~~are trying to alleviate the going concern risk through (1) increasing cash generated from operations by controlling operating expenses and increasing more live events, (2) financing from domestic banks and other financial institutions, and (3) equity or debt financing. We have certain plans to mitigate these adverse conditions and to increase the liquidity of the Company.

~~Our policy~~On isan ~~that~~on-going ~~a contract or transaction either between~~ basis, the Company ~~and~~also areceived ~~director, or between a director~~ and ~~another~~will ~~company in~~continue ~~which he is financially interested is not necessarily void or void-able if the relationship or interest is disclosed or known~~ to ~~the~~receive ~~board~~financial ofsupport ~~directors~~commitments ~~and~~from the ~~stockholders~~Company’s ~~are~~related ~~entitled to vote on the issue, or if it is fair and reasonable to our company~~parties.

AsOur cash balance as of December 31, ~~2018,~~2019 ~~our~~will ~~Chairman, Mr.~~not ~~Leong~~be ~~Khian~~sufficient ~~Kiee~~to ~~has~~support ~~made~~our ~~loans~~operations ~~totaling~~for ~~$1,956,390~~the tonext ~~the~~12 ~~Company.~~months ~~The~~after ~~loans~~the ~~have~~date nothat ~~fixed~~the ~~terms~~financial statements ofissued. ~~repayment~~We ~~due~~have onseveral ~~demand and~~actions ~~bear~~to noimplement ~~interest.~~as ~~The~~mentioned ~~loans~~above. However, ~~were~~if ~~used~~we byare ~~the~~unable ~~Company~~to inobtain ~~connection~~the ~~with~~necessary additional ~~preparations~~capital ~~for~~on ~~events~~a intimely ~~China~~basis and ~~the~~on ~~planned~~acceptable ~~reality show.~~terms, ~~The~~we ~~amount~~will ~~due~~be unable to ~~Mr.~~implement ~~Leong~~our ~~was~~current ~~mainly~~plans ~~the~~for ~~unpaid~~expansion, ~~salary~~repay debt ~~and~~obligations ~~business~~or ~~related~~respond ~~expenses~~to competitive market pressures, ~~and~~which ~~has~~will nohave ~~fixed~~negative ~~terms~~influence ofupon ~~repayment due~~our onbusiness, ~~demand~~prospects, financial condition and ~~bear~~results noof ~~interest~~operations.

AsThe ofnegative ~~December~~operating results ~~31,~~of ~~2018,~~cash ~~amount~~flow ~~due~~and ~~to our~~working ~~CEO,~~capital ~~Mr.~~in ~~Leong~~2019 ~~Justin~~raise ~~Aan~~substantial ~~Yee~~doubt ~~was~~about ~~totaling~~our ~~$702,170.~~ability ~~The amount due~~ to ~~Mr.~~continue ~~Leong~~as ~~was~~a ~~mainly~~going ~~the~~concern. ~~unpaid~~Our continued ~~salary~~operations ~~and~~are ~~business related~~highly ~~expenses,~~dependent ~~and~~upon ~~has~~our noability ~~fixed~~to ~~terms~~increase ofrevenues ~~repayment~~and ~~due~~if onneeded ~~demand~~complete equity and/or ~~bear~~debt ~~no interest~~financing.

~~Except the~~We ~~above~~believe ~~transactions~~if orwe asare ~~otherwise~~unable ~~set~~to ~~forth~~obtain inour ~~this~~resources ~~report~~to ~~or in any reports filed by the Company with the SEC~~fund operations, ~~the~~we ~~Company was~~may ~~not~~be arequired ~~party~~ to ~~any~~delay, ~~transaction~~scale ~~(where~~back ~~the~~or ~~amount~~eliminate ~~involved~~some ~~exceeded the lesser of $120,000~~ or 1%all of ~~the average of~~ our ~~assets for~~planned ~~the~~operations, ~~last~~which ~~two~~may ~~fiscal~~have ~~years) in which~~ a ~~director,~~material adverse ~~executive~~effect ~~officer,~~on ~~holder of more than five percent of~~ our ~~common stock~~business, ~~or any~~results ~~member~~ of ~~the~~operations ~~immediate family of any such person have or will have a direct or indirect material interest~~ and noability ~~such~~to ~~transactions are~~operate ~~currently~~as ~~proposed. The Company is currently not~~ a ~~subsidiary~~going ~~of any company~~concern.

The Company’s Board conducts an appropriate review of and oversees all related party transactions on a continuing basis and reviews potential conflict of interest situations where appropriate. The Board has not adopted formal standards to apply when it reviews, approves or ratifies any related party transaction. However, the Board believes that the related party transactions are fair and reasonable to the Company and on terms comparable to those reasonably expected to be agreed to with independent third parties for the same goods and/or services at the time they are authorized by the Board.31

~~ITEM 14.~~Critical ~~PRINCIPAL~~Accounting ~~ACCOUNTING~~Policies ~~FEES AND SERVICES~~and Estimates

~~The following~~Use ~~table shows the fees that were billed for the audit and other services for the fiscal years~~ of ~~2018 and 2017.~~Estimates

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

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

~~Audit Fees~~Recently —Issued ~~This~~Accounting category includes the audit of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the independent registered public accounting firm in connection with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.Pronouncements

~~Audit-Related Fees~~Reference —is ~~This~~made ~~category~~to the ~~consists~~“Recent ofAccounting ~~assurance~~Pronouncements” ~~and~~in ~~related~~Note ~~services~~2 byto the ~~independent~~Consolidated ~~registered~~Financial ~~public~~Statements ~~accounting~~included ~~firm that~~in isthis ~~reasonably~~Report for information related to ~~the~~new ~~performance~~accounting pronouncement, none of ~~the~~which ~~audit~~had ora ~~review~~material ofimpact on our consolidated financial statements , and isthe ~~not~~future ~~reported~~adoption ~~above~~of ~~under “Audit~~recently ~~Fees.”~~issued ~~The~~accounting ~~services~~pronouncements, ~~for~~which ~~the~~we ~~fees~~do ~~disclosed~~not ~~under~~expect ~~this~~will ~~category~~have ~~include~~a ~~consultation~~material ~~regarding~~impact ~~our~~on ~~correspondence~~our ~~with~~consolidated ~~the~~financial ~~Securities and Exchange Commission and other accounting consulting~~statements.

~~Tax Fees~~Off-Balance —Sheet This category consists of professional services rendered by our independent registered public accounting firm for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.Arrangements

~~All Other~~As ~~Fees~~of —December ~~This~~31, ~~category~~2019, ~~consists~~we ofdid ~~fees~~not ~~for~~have any ~~other~~off-balance ~~miscellaneous~~sheet ~~items~~arrangements.

~~Our Board~~ITEM ~~of Directors has adopted a procedure for pre-approval of all fees charged by our independent registered public accounting firm~~7A. ~~Under~~QUANTITATIVE ~~the~~AND ~~procedure,~~QUALITATIVE ~~the~~DISCLOSURES ~~Board~~ABOUT ~~approves~~MARKET the engagement letter with respect to audit and review services. Other fees are subject to pre-approval by the Board, or, in the period between meetings, by a designated member of Board. Any such approval by the designated member is disclosed to the entire Board at the next meeting. The audit fees that were paid to the auditors with respect to 2018 were pre-approved by the entire Board of Directors.RISK

25Not applicable.

~~PART IV~~ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

~~ITEM~~The consolidated financial ~~15.~~statements ~~EXHIBITS~~of ~~AND~~the ~~FINANCIAL~~Company ~~STATEMENT~~are ~~SCHEDULES~~included in this Annual Report on Form 10-K beginning on page F-1, which are incorporated herein by reference.

~~(1)~~ITEM ~~All~~9. ~~financial~~CHANGES ~~statements~~IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Index to Consolidated Financial Statements	Page
Report of Independent Registered Public Accounting Firm	F-2
Financial Statements:
Consolidated Statements of Balance Sheet	F-3
Consolidated Statements of Operations and Comprehensive Loss	F-4
Consolidated Statements of Shareholders’ Equity	F-5
Consolidated Statements of Cash Flows	F-6
Notes to Consolidated Financial Statements	F-7 - F-26

During the fiscal year ended December 31, 2019, there has been no reportable event as defined under Item 304(a)(1)(v) of Regulation S-K adopted by the Securities and Exchange Commission.

~~(2)~~ITEM ~~Financial~~9A. ~~Statement~~CONTROLS ~~Schedules~~AND PROCEDURES

~~All financial~~Evaluation ~~statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission~~ of ~~the~~Disclosures ~~schedule, or because the information required is included in the consolidated financial~~Control ~~statements~~ and ~~notes thereto included in this Annual Report on Form 10-K.~~Procedures

26Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

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

Exhibit Number		Description
3.1		Articles of Incorporation of the Company filed on September 13, 2011 (incorporated by reference herein to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on November 7, 2011).*
3.2		Articles of Amendment to the Company’s Articles of Incorporation filed on March 12, 2013 (incorporated by reference herein to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 18, 2013).*
3.3		Articles of Amendment to the Company’s Articles of Incorporation filed on July 9, 2014 (incorporated by reference herein to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 24, 2014).*
3.4		Articles of Amendment to the Company’s Articles of Incorporation filed on December 1, 2013 (incorporated by reference herein to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 9, 2014).*
3.5		Bylaws (incorporated by reference herein to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 filed with the SEC on November 7, 2011).*
4.1		Specimen Stock Certificate of Common Stock of Rebel Group, Inc. (Incorporated by reference herein to Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed with the SEC on January 8, 2015).*
21.1		List of Subsidiaries. (incorporated by reference herein to Exhibit 21.1 in the Company’s Annual Report on Form 10-K for the year ended September 30, 2014, filed on August 1, 2015.)*
31.1		Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002;**
31.2		Certification of Principal Financial Officer, pursuant to SEC Rules 13a-14(a) and 15d-14(a), adopted pursuant Section 302 of the Sarbanes Oxley Act of 2002**
32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.***
32.2		Certification of Chief Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.***
101.INS		XBRL Instance Document.
101.SCH		XBRL Taxonomy Extension Schema Document.
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.

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

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

~~Item~~We 16have evaluated, under the supervision of our Chief Executive Officer and our Chief Financial Officer, the effectiveness of disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”) as of December 31, 2019. ~~Form~~Disclosure ~~10–K~~controls ~~Summary~~and procedure include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure. Our management is responsible for monitoring the process pursuant to which information is gathered and analyze such information to determine the extent to which such information requires disclosure in the reports filed with the Securities and Exchange Commission. Based on such evaluation, the certifying officers have concluded that as of December 31, 2019, the Company’s disclosure controls and procedures were not effective due to the Company’s lack of formal documented controls and procedures applicable to all officers and directors.

~~None~~As of December 31, 2019, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in by the Committee of Sponsoring Organizations of the Treadway Commission’s 2013 Internal Control - Integrated Framework and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

27The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were:

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

~~Pursuant to~~● ~~the~~inadequate ~~requirements~~segregation of ~~Section~~duties 13consistent orwith ~~15(d)~~control ~~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.~~objectives;

Date: September 3, 2019	Rebel Group, Inc.
	By:	/s/ Aan Yee Leong, Justin
		Aan Yee Leong, Justin
		President, Chief Executive Officer, Director
		Principal Executive Officer,
		Principal Financial and Accounting Officer

●

ineffective controls over period end financial disclosure and reporting processes; and

Date: September 3, 2019	Rebel Group, Inc.
	By:	/s/ Khian Kiee Leong
		Khian Kiee Leong
		Chairman

●

do not have any full-time accounting personnel who have U.S. GAAP and SEC reporting experience.

Date: September 3, 2019	Rebel Group, Inc.
	By:	/s/ Chee Keong Teng
		Chee Keong Teng
		Member of Board of Directors

Management believes that the material weaknesses set forth above did not have an effect on our financial results. However, management believes that the lack of a functioning Audit Committee results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods. The Company’s remediation measures are discussed below.

2833

~~REBEL~~Management’s ~~GROUP, INC.~~Remediation Measures

~~CONSOLIDATED~~In an ~~FINANCIAL~~effort ~~STATEMENTS~~to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, the Company intends to:

~~FOR~~● ~~THE~~establish ~~YEARS~~and ~~ENDED~~constitute ~~DECEMBER~~an 31Audit Committee of the Board consisting of independent directors to, ~~2018~~among ~~AND 2017~~other things, provide the necessary oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management. The Company intends to add a sufficient number of independent directors to establish a majority of independent directors on the Board at large. The Audit Committee will be constituted in accordance with its charter and will be made up of independent directors who are financially literate, and to contain at least one member who is a “financial expert” as that term is defined in the SEC’s rules. The Audit Committee to meet at least once every quarter, prior to the release of that periods’ financial statements, to, among other things, discuss, with management and our independent auditors, prior to the release of each periods’ financial statements, the financial statements themselves, significant accounting policies and estimates, our internal controls, and the scope and findings of the work performed by our independent auditor in its audit or review of the financial statements. Management believes that these steps will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.

~~(Stated~~● retain additional personnel having adequate experience in the application of US ~~Dollars)~~GAAP and SEC reporting.

~~INDEX~~● TOretain ~~CONSOLIDATED~~additional ~~FINANCIAL~~personnel ~~STATEMENTS~~to address the inadequate segregation of duties at the corporate and operating levels.

	PAGES
REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-2
CONSOLIDATED BALANCE SHEETS	F-3
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS	F-4
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY	F-5
CONSOLIDATED STATEMENTS OF CASH FLOWS	F-6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	F-7 - F-25

We believe that the completion of these steps will allow us to conclude that our disclosure controls and procedures are effective to ensure that material information is recorded, processed, summarized and reported by our management on a timely basis in order to comply with our disclosure obligations under the Exchange Act and the rules and regulations thereunder. We anticipate that these measures will be completed on or before June 2020.

~~F-1~~Changes in Internal Controls Over Financial Reporting

~~REPORT~~There was OFno ~~INDEPENDENT~~change ~~REGISTERED~~in ~~PUBLIC~~our internal controls over financial reporting that occurred during the last fiscal quarter of 2019, which has ~~ACCOUNTING~~materially ~~FIRM~~affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

ToAttestation ~~the~~Report ~~Board~~ of ~~Directors~~Registered ~~and~~Public ~~Shareholders~~Accounting Firm

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

~~Opinion~~ITEM on9B. ~~the~~OTHER ~~Financial Statements~~INFORMATION

~~We have audited the accompanying consolidated balance sheets of Rebel Group Inc~~None. (the “Company”) as of December 31, 2018 and 2017, and the related consolidated statements of operations and comprehensive loss, changes in shareholders’ equity and cash flows for each of the years in the two-year period ended December 31, 2018, and the related notes (collectively referred to as the financial statements). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Rebel Group Inc. as of December 31, 2018 and 2017, and the results of their operations and their cash flow for each of the years in the two-year period ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.

~~Consideration of the Company’s Ability to Continue as a Going Concern~~ 34

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

~~Basis~~ITEM ~~for~~10. ~~Opinion~~DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

~~These~~The ~~financial~~name, ~~statements~~age ~~are~~and ~~the~~titles ~~responsibility~~ of ~~the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on~~ our ~~audit.~~executive Weofficer ~~are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB)~~ and ~~are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable~~director ~~rules~~is ~~and~~as ~~regulations of the Securities and Exchange Commission and the PCAOB.~~follows:

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Name	Age	Position
Aan Yee Leong	35	President, Chief Executive Officer and Director
Khian Kiee Leong	70	Chairman
Chee Keong Teng	46	Director
Benjamin Cher	41	Director

~~Our~~(1) ~~audit~~Mr. ~~included~~Cher ~~performing~~was ~~procedures~~appointed ~~to assess~~as ~~the~~a ~~risks~~member of ~~material~~the ~~misstatement~~Board of ~~the~~Directors ~~financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining,~~ on aMay ~~test basis~~7, ~~evidence regarding the amounts and disclosures in the financial statements~~2019. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

~~/s/~~Mr. ~~Friedman~~Aan ~~LLP~~Yee Leong, age 35, has managerial experience in project management, financial management, financial reporting, and budgeting. He has the passion and enthusiasm for mixed martial arts and is the founder of Rebel FC. From October 2013, he serves as an executive director in SCA Capital Limited and Rebel FC. From May 2013, he started to work as an executive director of Pure Heart. From March 2007 to October 2008, he worked as a finance and administrative executive in KKL Management Consultants Pte Ltd. From January 2012 to December 2012, he was a manager of KK Leong & Partners. Mr. Justin Leong graduated from University of London with a Bachelor of Science (Hons) in Banking and Finance in 2007. The Board of Directors reached a conclusion that Mr. Justin Leong should serve as a Director of the Company based on his experience in financial management.

WeMr. ~~have~~Khian ~~served~~Kiee asLeong, age 70, has over 30 years professional experience in advisory and consultant business, serving both multinational and regional companies across a wide range of industries. He provides advice and support for the Company’s ~~auditor~~on its strategic planning. From October ~~since~~2014, ~~2018~~he serves as director in Rebel FC and SCA Capital. From June 2013, he acts as a director of Pure Heart. Since March 1994, he serves as the managing partner of KK Leong & Partners and CEO of KKL Consultancy Services Pte. Ltd. Mr. Leong graduated from Nanyang University majored in Accounting in Singapore in 1972 and he is chartered accountant of the Institute of Chartered Accountants in England and Wales. The Board of Directors reached a conclusion that Mr. Leong should serve as a Chairman of the Company based on his extensive experience in management.

~~New~~Mr. Chee ~~York~~Keong Teng, ~~New~~age ~~York~~46, is a trader and manager, with over 18 years of experience in the oil and gas industry. Over the years, Mr. Teng has held key management positions with various companies. Key appointments include Managing Director of Singapore based G-Fuel, as well as the role of General Manager with SGX listed company Chemoil, one of the world’s leading independent oil traders. Mr. Teng was the team leader overseeing Chemoil’s trading operations for the Asia Pacific and Middle East regions. Prior to his appointment in Chemoil, Mr. Keong was the trading manager of one of Saudi Arabia’s largest independent oil trading firms, Bakri Trading Co. Mr. Teng also served as an analyst in global energy markets with Platts specializing in fuel oil, middle distillates and freight. He has a strong background in risk management, business development and managing partnerships. Mr. Teng holds a Bachelor’s degree in Mathematics and Psychology from the National University of Singapore.

~~September~~Mr. 3Benjamin Cher, age ~~2019~~41, is a seasoned professional with more than 15 years of experience in both public and private sectors. From 2004 to 2010, Mr. Cher worked in the Singapore Government as a policy-maker in the Ministry of Trade & Industry and Ministry of Finance. From 2010 to 2016, he worked in private equity and banking in Temasek Holdings and Credit Suisse. Mr. Cher founded Aetius Capital in 2016 and has been serving as its CEO since then. Mr. Cher received his Master’s degree in Management Science & Engineering from Stanford University in 2001. He received his Bachelor of Engineering degree in Electrical & Electronic Engineering from Imperial College London in 2000.

~~F-2~~35

~~REBEL~~Significant ~~GROUP, INC.~~Employees

~~CONSOLIDATED~~We ~~BALANCE~~do ~~SHEETS~~not have significant employees who are not our executive officers or directors.

~~(Stated~~Director ~~in US Dollars)~~Independence

	As of December 31,
	2018			2017
ASSETS
Current assets:
Cash and cash equivalents	$	41,321		$	40,372
Deposits		10,124			-
Trade and other receivables, net		35,702			60,905
Trade and other related party receivables, net		-			271,142
Total current assets		87,147			372,419
Property and equipment, net		23,846			31,469
Intangible assets, net		83,667			98,625
Goodwill		-			6,719,542
Long-term investment		1,326,831			14,980,350
TOTAL ASSETS	$	1,521,491		$	22,202,405
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Convertible loans	$	449,600		$	495,391
Short-term loans		296,576			-
Accrued expenses		102,237			29,258
Trade and other payables		1,185,207			329,602
Deposit received		-			30,000
Due to shareholders		2,849,410			1,178,675
Income taxes payable		60,653			48,526
Total current liabilities		4,943,683			2,111,452
Deferred tax liabilities		278,634			3,145,874
TOTAL LIABILITIES	$	5,222,317		$	5,257,326
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY
Preferred stock ($0.0001 par value; authorized 100,000,000 shares, none issued and outstanding at December 31, 2018 and 2017)		-			-
Common stock ($0.0001 par value; authorized 500,000,000 shares, 48,319,986 and 42,797,008 shares issued and outstanding at December 31, 2018 and 2017)		4,832			4,280
Additional paid-in capital		11,384,592			7,585,435
Retained earnings (deficit)		(8,370,529	)		5,283,484
Accumulated other comprehensive income (loss)		(6,719,721	)		4,071,880
Total Shareholders’ equity (deficit)		(3,700,826	)		16,945,079
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,521,491		$	22,202,405

We are not currently subject to listing requirements of any national securities exchange or inter-dealer quotation system which has requirements that a majority of the Board be “independent” and, as such, our Board has no independent members.

~~See~~Family ~~accompanying notes to consolidated financial statements~~Relationships

~~F-3~~The Chairman, Mr. Khian Kiee Leong. is the father of the Chief Executive Officer, Mr. Aan Yee Leong.

~~REBEL~~Involvement ~~GROUP,~~in ~~INC.~~Certain Legal Proceedings

~~CONSOLIDATED~~There ~~STATEMENTS~~are OFno ~~OPERATIONS~~material proceedings ~~AND~~to which any director, executive officer or affiliate of the Company, any owner of record or beneficial owner of more ~~COMPREHENSIVE~~than ~~LOSS~~five percent of any class of voting securities of the Company, or any associate of any such director, executive officer, affiliate or security holder is a party adverse to the Company or has a material interest adverse to the Company. There were no material changes to the procedures by which shareholders may recommend nominees to the Board since the Company’s last disclosure of such policies.

~~(Stated~~No director or officer of the Company has, during the last 10 years, been subject to or involved in USany ~~Dollars~~legal proceedings described under Item 401(f) of Regulation S-K, been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors), or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, United States federal or state securities laws or finding any violations with respect to such laws.

	For the Years ended December 31,
	2018			2017
Revenues, net	$	223,783		$	393,185
Operating expenses
Cost of sales		(1,878,123	)		-
Depreciation and amortization expenses		(39,876	)		(31,278	)
General and administrative expenses		(5,186,646	)		(2,484,187	)
Loss from operations		(6,880,862	)		(2,122,280	)
Other (expense) income
Impairments of goodwill		(6,509,942	)		-
Convertible loan interest		(50,492	)		(29,258	)
Bank loan interest		(141,393	)		(263	)
Interest income		8,921			962
Other expense		(60,230	)		(20	)
Total other expense		(6,753,136	)		(28,579	)
Loss before income tax expenses		(13,633,998	)		(2,150,859	)
Income tax expenses		(20,015	)		(44,507	)
Net loss		(13,654,013	)		(2,195,366	)
Other comprehensive income (loss)
Foreign currency translation adjustments		(5,321	)		16,196
Change in fair value related to long-term investment, net of tax of $2,867,239 and ($1,538,890) for the years ended December 31, 2018 and 2017		(10,786,280	)		1,068,080
Other comprehensive income (loss), before tax		(10,791,601	)		1,084,276
Comprehensive loss	$	(24,445,614	)	$	(1,111,090	)
Loss per share
Basic and diluted loss per common share	$	(0.29	)	$	(0.08	)
Basic and diluted weighted average common shares outstanding		46,612,320			28,283,890

We are also not aware of any material legal proceedings involving any of our directors, officers, or affiliates or any owner of record or beneficially of more than 5% of any class of our voting securities.

~~See~~Board ~~accompanying notes to consolidated financial statements~~Committees

~~F-4~~Currently, the Company’s Board currently does not have any standing committees. Our Board may designate from among its members an executive committee and one or more other committees in the future. We do not have a nominating committee or a nominating committee charter. Further, we do not have a policy with regard to the consideration of any director candidates recommended by security holders. To date, other than as described above, no security holders have made any such recommendations. Currently, the Board at large performs all functions that would otherwise be performed by committees. As we grow, we intend to expand our Board, its composition and functioning.

~~REBEL~~Audit ~~GROUP,~~Committee ~~INC.~~Financial Expert

~~CONSOLIDATED~~As ~~STATEMENTS~~we have OFno ~~STOCKHOLDERS’EQUITY~~separate Audit Committee at this time, none of our directors qualifies as an “audit committee financial expert” within the meaning of Item 407(d)(5) of SEC Regulation S-K.

~~(Stated~~Compensation ~~in US Dollars)~~Committee

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

We have no separate compensation committee at this time. The Board at large oversees the functions which would be performed by a compensation committee.

~~See~~Code ~~accompanying~~of ~~notes to consolidated financial statements~~Ethics

~~F-5~~We have adopted a code of ethics that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer. The code addresses, among other things, honesty and ethical conduct, conflicts of interest, compliance with laws, regulations and policies, including disclosure requirements under the federal securities laws, confidentiality, trading on inside information, and reporting of violations of the code.

~~REBEL GROUP, INC.~~36

~~CONSOLIDATED~~ITEM ~~STATEMENTS~~11. OFEXECUTIVE ~~CASH FLOWS~~COMPENSATION

~~(Stated~~The infollowing USis ~~Dollars)~~a summary of the compensation we paid to our executive officers, for the two fiscal years ended December 31, 2019 and 2018.

	Years ended December 31,
	2018			2017
Cash flows from operating activities:
Net loss	$	(13,654,013	)	$	(2,195,366	)
Stock-based compensation		1,190,378			345,000
Adjustments to reconcile net loss to net cash (used in) provided by operating activities
Depreciation and amortization expense		39,876			31,278
Impairment of goodwill		6,509,942			-
Bad debt provisions		558,158			-
Changes in operating assets and liabilities:
Trade and other receivables		12,469			(1,905,527	)
Accrued expenses		72,979			40,350
Trade and other payables		799,238			137,097
Trade and other receivables-related party		(1,482	)		-
Taxes payable		(7,734	)		48,526
Net cash used in operating activities		(4,480,190	)		(3,498,642	)
Cash flows from investing activities:
Acquisition of subsidiaries, net of cash and cash equivalents		-			1,870
Purchases of equipment		(20,100	)		(18,863	)
Net cash used in investing activities		(20,100	)		(16,993	)
Cash flows from financing activities:
Proceeds from the issuance of common shares		2,609,332			3,019,715
Deposit received (paid)		(30,000	)		30,000
Proceeds from (repayment of) convertible loans		(45,791	)		495,391
Proceeds from (repayment of ) term loans		299,571			(12,286	)
Advances to directors		(642,655	)		(253,669	)
Advances from related parties		2,347,272			205,560
Net cash provided by financing activities		4,537,729			3,484,711
Increase (Decrease) in cash and cash equivalents		37,439			(30,924	)
Effect of foreign currency translation		(36,490	)		48,975
Cash and cash equivalents at beginning of year		40,372			22,321
Cash and cash equivalents at end of year	$	41,321		$	40,372
Supplemental cash flow disclosures:
Cash paid for loan interest	$	56,891		$	263
Cash paid for income tax	$	15		$	4,507
Major non-cash transactions:
Unrealized fair value gain (loss) on long-term investment	$	(13,653,519	)	$	2,606,970
Shares issued for services	$	1,190,378		$	345,000
Shares issued for the acquisition of Qingdao Quanyao	$	-		$	4,175,000
Cancellation of other receivable for acquisition of Qingdao Quanyao	$	-		$	2,825,000
Assets assumed from the acquisition Qingdao Quanyao	$	-		$	280,458
Goodwill acquired in business combination	$	-		$	6,719,542

Summary Compensation

See accompanying notes to consolidated financial statements

Name and Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards		Non-equity incentive plan compensation ($)		Change in pension value and nonqualified deferred compensation earnings ($)		All Other Compensation		Total
Aan Yee Leong, Justin(1)	2019	$	131,072		-		-		-		-		-		-	$	131,072
	2018	$	122,757		-		-		-		-		-		-	$	122,757
Khian Kiee Leong(2)	2019	$	-		-		-		-		-		-		-	$	-
	2018	$	130,792		-		-		-		-		-		-	$	130,792

F-6

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

~~REBEL~~Director ~~GROUP, INC.~~Compensation

~~NOTES~~The TOfollowing ~~CONSOLIDATED~~table sets ~~FINANCIAL~~forth ~~STATEMENTS~~the compensation paid to our directors during the years ended December 31, 2019 and 2018.

(Stated in US Dollars)

Name and Position	Year	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Option Awards		All Other Compensation		Total
Aan Yee Leong(1)	2019	$	-		-		-		-	$	-
	2018	$	-		-		-		-	$	-
Khian Kiee Leong(2)	2019	$	-		-		-		-	$	-
	2018	$	-		-		-		-	$	-
Chow Hong Ong(3)	2019	$	-		-		-		-	$	-
	2018	$	-	$	60,000		-		-	$	60,000
Chee Keong Teng(4)	2019	$	-		-		-		-		-
	2018	$	-		-		-		-		-
Tomas Urbanec(5)	2019	$	-	$	-		-		-	$	-
	2018	$	29,658	$	366,000		-		-	$	395,658
Cher Tau Wei (6)	2019		66,000		1,085,284		-		-	$	1,151,284

1. Organization and nature of operations

(1)	Mr. Aan Yee Leong serves as executive director of Pure Heart since May 2013.
(2)	Mr. Khian Kiee Leong serves as a director of Pure Heart since June 2013.
(3)	Mr. Chow Hong Ong was appointed as a director on June 30, 2015; he resigned for personal reasons on September 28, 2018.
(4)	Mr. Chee Keong Teng was appointed as a director on May 9, 2017.
(5)	Mr. Tomas Urbanec was appointed as a director on January 26, 2017; he resigned on May 25, 2018.
(6)	Mr. Cher Tau Wei was appointed as a director on May 7, 2019.

Rebel Group, Inc. (f/k/a Inception Technology Group, Inc. and utilizes the trade name of Rebel Fighting Championship, the “Company”) was incorporated under the laws of the State of Florida on September 13, 2011. The Company organizes, promotes and hosts mixed martial arts (“MMA”) events featuring top level athletic talent. With assistance from contracted production crews, the Company also produces and distributes, through the internet and social media, and sells the rights to distribute to television stations, videos of its MMA events. The Company seeks to promote MMA in Asian countries through hosting events that attract talented fighters from all over the world.37

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

~~The exchange transaction was~~There ~~accounted~~were ~~for~~no asstock aoptions ~~reverse~~exercised ~~acquisition~~since inthe ~~accordance~~date ~~with generally accepted accounting principles~~ of ~~America. For~~inception ~~financial reporting purposes, this transaction is classified as a recapitalization~~ of the Company ~~and~~through ~~Pure Heart. The accompanying audited consolidated financial statements were retroactively adjusted to reflect~~ the ~~effects~~date of ~~the~~this ~~recapitalization~~Report ofby the ~~financial~~executive officers ~~statements~~named ofin the ~~Company~~Summary ~~and~~Compensation ~~the historical financial statements of Pure Heart~~Table.

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

~~Rebel~~We ~~FC,~~currently ~~which~~do ~~utilizes the~~not ~~trade~~have ~~name~~any ofemployment ~~Rebel~~agreements ~~Fighting~~with ~~Championship,~~our ~~was~~directors ~~incorporated~~or onexecutive ~~October 28, 2014 in British Virgin Islands and engages in hosting and promoting MMA events since its corporation~~officers.

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

~~SCA Capital, a British Virgin~~We ~~Islands~~currently ~~company,~~do ~~was~~not ~~incorporated~~have onany ~~January~~stock 7,option ~~2011 and holds the intellectual property rights relating to the Rebel FC business~~plan. ~~On October 28, 2014, SCA Capital became the wholly-owned subsidiary of Rebel FC.~~

OnItem ~~June~~12. ~~21,~~Security ~~2017,~~Ownership ~~Pure~~of ~~Heart formed~~Certain ~~Rebel~~Beneficial ~~Shanghai~~Owners ~~Limited,~~and ~~which~~Management ~~was incorporated in Shanghai China in order to acquire Qingdao Quanyao Sports Consulting Co. Ltd.~~ and ~~the~~Related ~~business~~Stockholder ~~expansion in the southern part of PRC.~~Matters

OnSet ~~October~~forth 1,below ~~2017, the Company~~is ~~entered~~information ~~into~~regarding ~~a Share Transfer Agreement (~~the ~~“Share~~beneficial ~~Transfer”)~~ownership ~~with~~of ~~Naixin~~our ~~Qi,~~common anstock ~~individual~~as ~~(the “Shareholder”), the sole shareholder~~ of ~~Qingdao~~April ~~Quanyao Sports Consulting Co. Ltd~~24, a2020 ~~company organized under the laws of PRC (the “Qingdao Quanyao”).~~by:

~~Pursuant~~● toeach ~~the~~person ~~Transfer~~known ~~Agreement, Pure~~to ~~Heart,~~us ~~through~~that abeneficially ~~wholly~~owns ~~foreign~~more ~~owned~~than ~~entity (the “WOFE”) agreed to acquire 100~~5% ~~share~~ of ~~the~~our outstanding equity interests (the “Equity Stake”) of the Qingdao Quanyao from the Shareholder with the purchase price valued at approximately $7,000,000 consisting of the following: (i) the forgiveness of debt owed by the Target Company to Pure Heart as of October 1, 2017, in the amount of approximately $2,825,000 (the “Forgiven Debts”) and (ii) 12,000,000 shares ~~(the “Shares”)~~ of ~~the~~ common stock ~~of the Company, par value $0.0001 per share (the “Common Stock”) (together the “Purchase Price”) (See Note 3 to the consolidated financial statements for detail).~~;

~~Qingdao~~● ~~Quanyao~~each ~~holds 50% shares~~ of ~~Qingdao~~our ~~Leibo Sports Culture Co Ltd since January 8, 2015 (date of incorporation).~~directors;

~~F-7~~● each of our named executive officers; and

~~REBEL~~● ~~GROUP,~~all ~~INC~~of our current directors and executive officers as a group.

~~NOTES~~We TObelieve ~~CONSOLIDATED~~that, ~~FINANCIAL~~except as ~~STATEMENTS~~otherwise noted below, each named beneficial owner has sole voting and investment power with respect to the shares listed. Unless otherwise indicated herein, beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission, and includes voting or investment power with respect to shares beneficially owned. Shares of common stock underlying options or warrants currently exercisable or exercisable on or within 60 days of the date hereof are deemed outstanding for computing the percentage ownership of the person holding the options or warrants, but are not deemed outstanding for computing the percentage ownership of any other person. Unless otherwise indicated in the footnotes, the address for each principal shareholder is in the care of Rebel Group, Inc., 7500A Beach Road, Unit 16-324, The Plaza Singapore 199591. There are no arrangements, known to the Company, including any pledge by any person of securities of the registrant, the operation of, which may, at a subsequent date, result in a change of control of the registrant.

(Stated in US Dollars)

Name and Address of Beneficial Owner	Positions with the Company	Title of Class	Amount and Nature of Beneficial Ownership (1)		Percent of Class (1)
Officers and Directors
Aan Yee Leong, Justin	CEO, director			4,820,247		8.71	%

Khian Kiee Leong	Chairman			1,149,535		2.1	%

Chee Keong Teng	Director			1,700,000		3.07	%

Cher Tau Wei	Director			1,080,284		1.95	%

All officers and directors as a group (4 persons)				8,750,066		15.83	%

5% Securities Holders
Naixin Qi		Common Stock, $0.0001 par value		3,100,000		5.6	%

~~2. Summary of principal accounting policies~~38

~~The~~As ~~consolidated~~of ~~financial~~December ~~statements~~31, 2019, ofour Chairman, Mr. Leong Khian Kiee has made loans totaling $630,675 to the Company. ~~and~~The ~~its~~loans ~~subsidiaries~~have ~~are~~no ~~prepared~~fixed ~~and~~terms ~~presented~~of inrepayment ~~accordance~~due ~~with~~on ~~accounting~~demand ~~principles~~and ~~generally~~bear ~~accepted~~no ininterest. ~~the~~The ~~United~~loans ~~States~~were ~~(“U.S.~~used ~~GAAP”)~~by ~~and~~the ~~pursuant~~Company toin ~~the~~connection ~~rules and~~with ~~regulations~~preparations offor ~~the~~events ~~U.S.~~in ~~Securities~~China and the ~~Exchange~~planned ~~Commission~~reality ~~(“SEC”)~~show.

~~All~~As ~~significant~~of ~~inter-company~~December 31, ~~transactions~~2019, amount due to our CEO, Mr. Leong Justin Aan Yee was totaling $353,416. The amount due to Mr. Leong was mainly the unpaid salary and ~~balances~~business ~~have~~related ~~been~~expenses, ~~eliminated~~and ~~upon~~has ~~consolidation~~no fixed terms of repayment due on demand and bear no interest.

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

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

AsITEM of14. ~~December~~PRINCIPAL ~~31,~~ACCOUNTING ~~2018,~~FEES ~~the Company~~AND ~~had working capital deficiency of $4,856,536 as compared to working capital deficiency of $1,739,033 as of December 31, 2017.~~SERVICES

~~Net~~The ~~cash~~following ~~used in operating activities~~table ~~for~~shows the ~~year~~fees ~~ended~~that ~~December~~were ~~31,~~billed ~~2018 was $4,480,190 as compared to $3,498,642~~ for the ~~year~~audit ~~ended~~and ~~December~~other ~~31,~~services ~~2017. The cash used in operating activities~~ for the ~~financial~~fiscal ~~year~~years ~~ended~~of ~~December~~2019 ~~31,~~and 2018 ~~was primarily due to an increased net loss net of impairment of goodwill~~.

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

	2019		2018
Audit Fees	$	102,000	$	100,000
Audit-Related Fees		-		-
Tax Fees		-		-
All Other Fees		60,000		60,000
Total	$	162,000	$	160,000

AsAudit ofFees ~~December~~— This ~~31,~~category ~~2018,~~includes the audit of our ~~accumulated~~ ~~deficits~~annual ~~were~~financial $8statements,~~370,529.~~ ~~Our~~review ~~operating~~of ~~results~~financial ~~for~~statements ~~future~~included ~~periods~~in ~~are~~our ~~subject~~Quarterly toReports on ~~numerous~~Form ~~uncertainties~~10-Q and itservices ~~is uncertain~~that ifare wenormally ~~will~~provided beby ~~able~~the toindependent ~~maintain~~registered ~~profitability~~public ~~and~~accounting ~~continue~~firm ~~growth~~in connection with engagements for ~~the~~those ~~foreseeable~~fiscal ~~future~~years. IfThis ~~management~~category isalso ~~not~~includes ~~able to~~advice ~~increase~~on ~~revenue~~audit and ~~manage~~accounting ~~operating~~matters ~~expenses~~that inarose ~~line~~during, ~~with~~or ~~revenue~~as ~~forecasts,~~a result of, the ~~Company~~audit ~~may~~or ~~not~~the bereview ~~able~~of tointerim ~~maintain~~financial ~~profitability~~statements.

~~The Company will focus on improving operation efficiency and cost reduction, developing core cash~~Audit-~~generating~~Related ~~business. Actions include extent the advances from the~~Fees ~~major~~— ~~shareholders,~~This ~~seeking~~category ~~additional~~consists ~~public and/or private issuance~~ of ~~securities,~~assurance asand ~~well~~related asservices ~~look~~by ~~for strategic business partners to optimize our operations. On March 16, 2018,~~ the ~~Company~~independent ~~entered~~registered ~~into~~public aaccounting ~~Subscription~~firm ~~Agreement~~that ~~(the~~is ~~“Subscription Agreement”)~~reasonably ~~with~~related ~~Shaw Chai Li Howard, a third party investor (the “Investor”). The Investor is expected~~ to ~~remit three equal instalments in~~ the ~~amount~~performance of ~~$1 million each, and $3 million in~~ the ~~aggregate,~~audit inor ~~exchange~~review ~~for such numbers~~ of ~~the~~our ~~Company’s~~financial ~~common stock~~statements asand ~~determined~~is ~~pursuant~~not toreported ~~the~~above ~~terms~~under ~~and~~“Audit ~~conditions of the Subscription Agreement~~Fees.” The Asservices offor the ~~date~~fees ofdisclosed under this ~~report,~~category ~~the~~include ~~Company has~~consultation ~~not~~regarding ~~received~~our ~~any~~correspondence ofwith the ~~installments~~Securities and Exchange ~~there~~Commission isand noother ~~guarantee~~accounting ~~that the Company will receive them in the near future, if ever~~consulting.

OnTax ~~August~~Fees ~~16, 2018, the Company~~— ~~entered~~This ~~into~~category aconsists ~~subscription agreement with another third-party investor. The investor is expected to remit two equal installments in the amount~~ of $1professional ~~million~~services ~~each,~~rendered ~~and~~by $2our ~~million~~independent inregistered ~~the~~public ~~aggregate,~~accounting infirm ~~exchange~~ for ~~such~~tax ~~numbers of the Company’s common~~compliance ~~stock as determined pursuant to the terms~~ and ~~conditions~~tax ~~of the subscription agreement~~advice. ~~On August 17, 2018, the Company received the first installment in the amount of $1 million.~~ The ~~Company~~services ~~expected~~for ~~to receive~~ the ~~second~~fees ~~installment~~disclosed inunder ~~December~~this ~~2018~~category ~~or January~~include ~~2019.~~tax ~~The~~return ~~Company~~preparation ~~also~~and ~~received~~technical ~~financial~~tax ~~support commitments from the Company’s major shareholder~~advice.

~~The~~All ~~Company~~Other ~~also~~Fees ~~received~~— ~~financial~~This category ~~support~~consists ~~commitments~~of ~~from~~fees ~~the~~for ~~Company’s~~other ~~related~~miscellaneous ~~parties~~items.

~~The~~Our ~~Company~~Board ~~believes~~has ~~that available~~adopted ~~cash~~a ~~and~~procedure ~~cash equivalents, together with actions as mentioned above, should enable the Company to meet presently anticipated cash needs~~ for atpre-approval ~~least~~of ~~the~~all ~~next~~fees 12charged ~~months~~by ~~after~~our ~~the~~independent ~~date~~registered ~~that~~public ~~the~~accounting ~~financial statements are issued~~firm. ~~However,~~Under if the ~~Company~~procedure, ~~is unable~~the toBoard ~~obtain~~approves the ~~necessary~~engagement ~~additional~~letter ~~capital~~with onrespect ato ~~timely~~audit ~~basis~~ and onreview ~~acceptable~~services. ~~terms,~~Other itfees ~~will~~are besubject ~~unable~~ to ~~implement~~pre-approval ~~its~~by ~~current plans~~the ~~for expansion~~Board, ~~repay debt obligations~~ or, ~~respond~~in tothe ~~competitive~~period ~~pressures.~~between ~~Any~~meetings, ofby ~~these factors would have~~ a ~~material~~designated ~~adverse effect~~member onof ~~its~~Board. ~~business,~~Any ~~prospects,~~such ~~financial~~approval ~~condition~~by ~~and~~the ~~results~~designated ofmember ~~operations~~is ~~and~~disclosed ~~raise substantial doubts about the ability~~to of the ~~Company~~entire toBoard ~~continue~~at asthe anext ~~going concern~~meeting. The ~~consolidated~~audit ~~financial~~fees ~~statements~~that ~~for~~were ~~the~~paid ~~years ended December 31, 2018 and 2017 have been prepared on a going concern basis and do not include any adjustments~~ to ~~reflect~~ the ~~possible~~auditors ~~future~~with ~~effects~~respect ~~on the~~to ~~recoverability~~2019 ~~and~~were ~~classifications~~pre-approved ofby ~~assets or~~ the ~~amounts and classifications of liabilities~~ ~~that~~entire ~~may~~Board ~~result from the inability~~ of ~~the Company to continue as a going concern~~Directors.

~~F-8~~39

~~REBEL~~PART ~~GROUP, INC.~~IV

~~NOTES~~ITEM TO15. ~~CONSOLIDATED~~EXHIBITS AND FINANCIAL ~~STATEMENTS~~STATEMENT SCHEDULES

(~~Stated~~1) inAll USfinancial ~~Dollars)~~statements

2. Summary of principal accounting policies (continued)

Index to Consolidated Financial Statements	Page

Report of Independent Registered Public Accounting Firm	F-2

Financial Statements:

Consolidated Balance Sheets	F-3

Consolidated Statements of Operations and Comprehensive Loss	F-4

Consolidated Statements of Shareholders’ (Deficit)/Equity	F-5

Consolidated Statements of Cash Flows	F-6

Notes to Consolidated Financial Statements	F-7 - F-22

~~Advertising and~~(2) ~~marketing~~Financial ~~expenditure~~Statement Schedules

~~Advertising~~All ~~and~~financial ~~marketing expenditure~~statement isschedules ~~expensed~~have ~~when~~been ~~incurred~~omitted, ~~and~~since the required information is ~~included~~not inapplicable ~~“cost~~or ofis ~~sales”~~not present in ~~the~~amounts ~~consolidated~~sufficient ~~statements~~to require submission of ~~operations.~~the ~~Advertising and~~schedule, ~~marketing~~or ~~expenses~~because ~~were~~the ~~US$466,752~~information ~~and~~required ~~US$301,605~~is ~~for~~included in the ~~years~~consolidated ~~ended~~financial ~~December~~statements ~~31,~~and ~~2018~~notes thereto ~~and~~included ~~2017,~~in ~~respectively~~this Annual Report.

~~Revenue recognition~~40

~~The Company adopted Accounting Standards Codification 606, Revenue from Contracts with Customers~~ (~~“Topic 606”~~b), 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.Exhibits

The Company derives 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 describes the revenue recognition policies in further detail for each major revenue source of the Company.

Exhibit Number		Description

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

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

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

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

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

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

10.1		Sales and Purchase Agreement dated December 28, 2019 (incorporated by reference herein to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 31, 2020).*

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

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

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

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

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

101.INS		XBRL Instance Document.

101.SCH		XBRL Taxonomy Extension Schema Document.

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB		XBRL Taxonomy Extension Label Linkbase Document.

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.

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

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

~~Live~~Item ~~event~~16. ~~ticket~~Form ~~sales:~~10–K ~~revenues from the live event ticket sales are recognized upon the occurrence of the related live event.~~Summary

~~Direct-to-consumer venue merchandise sales: direct-to-consumer merchandise sales consist of sales of merchandise at the live events~~None. ~~Revenues are recognized at the point of sale, as control is transferred to the customer.~~

~~Substantially all revenue was from sponsorships in the Company.~~41

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

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

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

F-9

Date: May 14, 2020	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

REBEL GROUP, INC.

Date: May 14, 2020	Rebel Group, Inc.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Date: May 14, 2020	Rebel Group, Inc.

	By:	/s/ Cher Tau Wei
		Cher Tau Wei
		Member of Board of Directors

~~(Stated in US Dollars)~~42

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

~~Use~~CONSOLIDATED ofFINANCIAL ~~estimates~~STATEMENTS

~~The~~FOR ~~preparation~~THE ofYEARS ~~the~~ENDED ~~combined financial~~DECEMBER 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 statements31, ~~and~~2019 ~~the reported amounts of revenues and expenses during the reporting period. Our significant~~AND estimates and assumption include depreciation, allowance for trade receivables and prepayments, stock-based compensation, and the valuation allowance relating to the Company’s deferred tax assets. Actual results could differ from those estimates.2018

~~Cash~~(Stated ~~and~~in ~~cash~~US ~~equivalents~~Dollars)

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

Allowance for doubtful accounts

	PAGES
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-2

CONSOLIDATED BALANCE SHEETS	F-3

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS	F-4

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ (DEFICIT)/EQUITY	F-5

CONSOLIDATED STATEMENTS OF CASH FLOWS	F-6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	F-7 - F-22

An allowance for doubtful accounts is recorded in the period in which a loss is determined to be probable based on an assessment of specific evidence indicating doubtful collection, historical experience, account balance aging and prevailing economic conditions. Allowance is reversed when the underlying balance of doubtful accounts are subsequently collected. Accounts receivable balances are written off after all collection efforts have been exhausted.F-1

~~F-10~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~REBEL~~To ~~GROUP,~~the ~~INC.~~Board of Directors and Shareholders

~~NOTES~~Rebel TOGroup ~~CONSOLIDATED FINANCIAL STATEMENTS~~Inc.

~~(Stated~~Opinion inon USthe ~~Dollars)~~Financial Statements

2We have audited the accompanying consolidated balance sheets of Rebel Group Inc. ~~Summary~~(the “Company”) as of ~~principal~~December ~~accounting~~31, ~~policies~~2019 and 2018, and the related consolidated statements of operations and comprehensive loss, changes in shareholders’ (~~continued~~deficit) equity and cash flows for each of the years in the two-year period ended December 31, 2019, and the related notes (collectively referred to as the financial statements). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Rebel Group Inc. as of December 31, 2019 and 2018, and the results of their operations and their cash flow for each of the years in the two-year period ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

~~Fair~~Consideration ~~value~~ of ~~financial~~the ~~instruments~~Company’s Ability to Continue as a Going Concern

~~Fair~~The ~~value~~accompanying ~~information~~consolidated of financial ~~instruments~~statements ~~requires~~have ~~disclosure,~~been ~~whether~~prepared orassuming ~~not~~the ~~recognized~~Company inwill ~~the~~continue ~~balance~~as ~~sheets,~~a ~~for~~going ~~which~~concern. itAs isdiscussed ~~practicable~~in toNote ~~estimate~~2 ~~that value.~~to Inthe ~~cases~~financial ~~where~~statements, the ~~quoted~~Company ~~market~~has ~~prices~~an ~~are~~accumulated ~~not available~~deficit, ~~fair~~has ~~values~~incurred ~~are~~continuing ~~based~~losses onfrom ~~estimates~~operations, ~~using~~negative ~~present~~cash ~~value~~flows orfrom ~~other~~operations and ~~valuation~~working ~~techniques~~capital deficiency. ~~Those~~These ~~techniques~~factors ~~are~~raise ~~significantly~~substantial ~~affected~~doubt byabout the ~~assumptions~~Company’s ~~used,~~ability ~~including~~to ~~the~~continue ~~discount~~as ~~rate~~a ~~and~~going ~~estimates~~concern. ofManagement’s ~~future~~plans ~~cash~~in ~~flows.~~regards Into ~~that~~these ~~regard,~~matters ~~the~~are ~~derived~~also ~~fair~~described ~~value~~in ~~estimates~~Note ~~cannot~~2. beThese ~~substantiated~~financial bystatements ~~comparison~~do tonot ~~independent~~include ~~markets~~any ~~and,~~adjustments inthat ~~many~~might ~~cases,~~result ~~could~~from ~~not~~the beoutcome ~~realized~~of inthese ~~immediate~~uncertainties. ~~settlement~~If of the ~~instruments.~~Company ~~Certain~~is ~~financial~~unable ~~instruments~~to ~~and~~successfully ~~all~~obtain ~~nonfinancial~~the alternative ~~assets~~forms ~~and~~of ~~liabilities~~financing ~~are~~specified ~~excluded~~in ~~from~~Note ~~fair~~2 ~~value~~and/or ~~disclosure~~achieve ~~requirements.~~operating ~~Accordingly~~profitability, ~~the~~there ~~aggregate~~could ~~fair~~be ~~value~~a ~~amounts~~material ~~do not~~adverse ~~represent~~effect ~~the~~on ~~underlying value of~~ the Company.

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

~~Level~~These 2financial ~~inputs~~statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the ~~valuation~~Company’s ~~methodology~~financial ~~include~~statements ~~quoted~~based on ~~prices~~our ~~for~~audits. ~~similar~~We ~~assets~~are ~~and~~a ~~liabilities~~public inaccounting ~~active~~firm ~~markets,~~registered ~~and~~with ~~inputs~~the ~~that~~Public Company Accounting Oversight Board (United States) (PCAOB) and are ~~observable~~required ~~for~~to be independent with respect to the ~~assets~~Company orin ~~liability,~~accordance ~~either~~with ~~directly~~the orU.S. ~~indirectly,~~federal ~~for~~securities ~~substantially~~laws and the ~~full~~applicable rules ~~term~~and regulations of the ~~financial~~Securities ~~instruments~~and Exchange Commission and the PCAOB.

~~Level~~We 3conducted ~~inputs~~our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the ~~valuation~~financial ~~methodology~~statements are ~~unobservable~~free ~~and~~of ~~significant~~material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the ~~fair~~purpose ~~value~~of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

AsOur audits included performing procedures to assess the risks of ~~December~~material 31misstatement of the financial statements, ~~2018~~whether due to error or fraud, and performing procedures ~~2017~~that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial ~~instruments~~statements. ofOur audits also included evaluating the ~~Company~~accounting ~~primarily~~principles ~~comprise~~used ofand ~~cash,~~significant ofestimates ~~cash~~made by management, ~~cash~~as ~~equivalents,~~well ~~other~~as ~~receivables,~~evaluating ~~accrued~~the ~~expenses, which~~overall presentation of the ~~carrying~~financial ~~amounts~~statements. ~~approximated~~We ~~their~~believe ~~fair~~that ~~values~~our ~~because~~audits ofprovides a ~~their~~reasonable ~~generally~~basis ~~short~~for ~~maturities~~our opinion.

~~The~~/s/ ~~Company~~Friedman ~~uses quoted prices in active markets to measure the fair value of the long-term investment, and is classified as a level 1 investment.~~LLP

~~Foreign~~We ~~currency~~have ~~translation~~served as the Company’s auditor ~~and~~since ~~transactions~~2018.

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

~~Transactions~~May in14, 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.2020

The Company translated the assets and liabilities into US dollars using the rate of exchange prevailing at the applicable balance sheet date and the statements of income and cash flows are translated at an average rate during the reporting period. Adjustments resulting from the translation are recorded in investors’ equity as part of accumulated other comprehensive income.F-2

~~F-11~~REBEL GROUP, INC.

~~REBEL~~CONSOLIDATED ~~GROUP,~~BALANCE ~~INC.~~SHEETS

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

(Stated in US Dollars)

	As of December 31,
	2019			2018
ASSETS
Current assets:
Cash	$	18,820		$	41,321
Deposits		12,868			10,124
Trade and other receivables, net		53,548			35,702
Total current assets		85,236			87,147

Equipment, net		27,138			23,846
Intangible assets, net		62,343			83,667
Operating lease right-of-use assets		85,789			-
Long-term investment		-			1,326,831
TOTAL ASSETS	$	260,506		$	1,521,491

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Convertible loans	$	1,948,731		$	449,600
Short-term loans		74,236			296,576
Accrued expenses		39,641			102,237
Trade and other payables		828,301			1,185,207
Due to shareholders		1,226,963			2,849,410
Current lease liabilities		45,770			-
Income taxes payable		80,661			60,653
Total current liabilities		4,244,303			4,943,683

Long-term lease liabilities		40,926			-
Deferred tax liabilities		-			278,634
TOTAL LIABILITIES		4,285,229			5,222,317

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’ DEFICIT
Preferred stock ($0.0001 par value; authorized 100,000,000 shares, none issued and outstanding at December 31, 2019 and 2018)		-			-
Common stock ($0.0001 par value; authorized 500,000,000 shares, 53,687,271 and 48,319,986 shares issued and outstanding at December 31, 2019 and 2018)		5,369			4,832
Additional paid-in capital		15,121,563			11,384,592
Accumulated deficit		(19,201,492	)		(8,370,529	)
Accumulated other comprehensive income (loss)		49,837			(6,719,721	)
Total Shareholders’ deficit		(4,024,723	)		(3,700,826	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	260,506		$	1,521,491

2.See ~~Summary~~accompanying ofnotes ~~principal~~to ~~accounting~~consolidated ~~policies (continued)~~financial statements

~~Income taxes~~F-3

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

~~Entities~~CONSOLIDATED ~~should~~STATEMENTS ~~recognize~~OF ~~in the~~OPERATIONS ~~audited consolidated financial statements the impact of a tax position, if that position is more likely than not of being~~AND ~~sustained~~COMPREHENSIVE 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.LOSS

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

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

	For the Years ended December 31,
	2019			2018
Revenues, net	$	138,908		$	223,783

Operating expenses
Cost of sales		(769,167	)		(1,878,123	)
Depreciation and amortization expenses		(36,498	)		(39,876	)
General and administrative expenses		(4,409,227	)		(5,186,646	)
Loss from operations		(5,075,984	)		(6,880,862	)

Other (expense) income
Impairments of goodwill		-			(6,509,942	)
Convertible loan interest		(74,661	)		(50,492	)
Bank loan interest		(13,108	)		(141,393	)
Interest income		50			8,921
Realized loss on disposal of long-term investment		(5,766,462	)		-
Other expense		119,202			(60,230	)
Total other expense		(5,734,979	)		(6,753,136	)

Loss before income tax expenses		(10,810,963	)		(13,633,998	)
Income tax expenses		(20,000	)		(20,015	)
Net loss		(10,830,963	)		(13,654,013	)

Other comprehensive income (loss)
Foreign currency translation adjustments		35,754			(5,321	)
Change in fair value related to long-term investment, net of tax of nil and $2,867,239 for the years ended December 31, 2019 and 2018		-			(10,786,280	)
Other comprehensive income (loss), before tax		35,754			(10,791,601	)

Comprehensive loss	$	(10,795,209	)	$	(24,445,614	)

Loss per share
Basic and diluted loss per common share	$	(0.21	)	$	(0.29	)

Basic and diluted weighted average common shares outstanding		50,877,636			46,612,320

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

F-124

REBEL GROUP, INC.

~~NOTES TO~~ CONSOLIDATED ~~FINANCIAL~~ STATEMENTS OF STOCKHOLDERS’(DEFICIT)/EQUITY

(Stated in US Dollars)

2. Summary of principal accounting policies (continued)

								Retained			Accumulated
					Additional			Earnings			Other
	Common Stock				Paid-in			(Accumulated			Comprehensive
	Shares		Amount		Capital			Deficit)			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		-		-		-			(13,654,013	)		-			(13,654,013	)
Issuance of shares for cash, net of issuance costs		4,202,600		420		2,608,911			-			-			2,609,331
Issuance of shares for services		1,320,378		132		1,190,246			-			-			1,190,378
Unrealized (loss) on investment, net of tax of $2,867,239		-		-		-			-			(10,786,280	)		(10,786,280	)
Foreign currency adjustment		-		-		-			-			(5,321	)		(5,321	)
Balance, December 31, 2018		48,319,986	$	4,832	$	11,384,592		$	(8,370,529	)	$	(6,719,721	)	$	(3,700,826	)
Reclassification adjustment for net losses realized									-			6,733,804			6,733,804
Net loss		-		-		-			(10,830,963	)		-			(10,830,963	)
Issuance of shares for cash, net of issuance costs		3,618,001		362		3,799,538			-			-			3,799,900
Issuance of shares for services		1,749,284		175		1,952,971			-			-			1,953,146
Long-term investment distributed to shareholders		-		-		(2,015,538	)								(2,015,538	)
Foreign currency adjustment		-		-		-			-			35,754			35,754
Balance, December 31, 2019		53,687,271	$	5,369	$	15,121,563		$	(19,201,492	)	$	49,837		$	(4,024,723	)

~~Earnings~~See ~~(loss)~~accompanying ~~per~~notes ~~share~~to consolidated financial statements

Basic earnings (loss) per share is based on the weighted average number of common shares outstanding during the period while the effects of potential common shares outstanding during the period are included in diluted earnings per share. The average market price during the year is used to compute equivalent shares.F-5

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

~~Plant~~CONSOLIDATED ~~and~~STATEMENTS ~~equipment~~OF CASH FLOWS

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

Equipment 3 - 5 years

	Years ended December 31,
	2019			2018
Cash flows from operating activities:
Net loss	$	(10,830,963	)	$	(13,654,013	)
Stock-based compensation		1,953,146			1,190,378
Amortization of operating lease right-of-use assets		7,112			-
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization expense		36,498			39,876
Impairment of goodwill		-			6,509,942
Realized loss on disposal of long-term investment		5,766,462			-
Bad debt provisions		4,558			558,158
Changes in operating assets and liabilities:
Trade and other receivables		(25,673	)		12,468
Accrued expenses		184,159			72,979
Trade and other payables		(265,322	)		799,238
Trade and other receivables-related party		-			(1,482	)
Lease liabilities		(6,219	)		-
Taxes payable		20,000			(7,734	)
Net cash used in operating activities		(3,156,242	)		(4,480,190	)

Cash flows from investing activities:
Purchases of equipment		(17,585	)		(20,100	)
Net cash used in investing activities		(17,585	)		(20,100	)

Cash flows from financing activities:
Proceeds from the issuance of common shares		2,799,900			2,609,331
Deposit paid		-			(30,000	)
Proceeds from convertible loans		1,506,239			74,145
Repayment of convertible loans		-			(111,218	)
Convertible loans interest payment		(94,141	)		(8,718	)
Proceeds from term loans		58,637			356,489
Repayment of term loans		(285,014	)		(8,744	)
Term loans interest payment		(7,330	)		(48,173	)
Advances to directors		(211,878	)		(642,655	)
Proceeds from related parties		695,104			2,631,777
Repayment of related parties		(1,310,399	)		(284,505	)
Net cash provided by financing activities		3,151,118			4,537,729

Increase (Decrease) in cash		(22,709	)		37,439

Effect of foreign currency translation		208			(36,490	)
Cash at beginning of year		41,321			40,372
Cash at end of year	$	18,820		$	41,321

Supplemental cash flow disclosures:
Cash paid for loan interest	$	101,471		$	56,891
Cash paid for income tax	$	17,605		$	15

Major non-cash transactions:
Unrealized fair value loss on long-term investment	$	-		$	(13,653,519	)
Operating lease asset obtained in exchange for operating lease obligation		91,667			-
Long-term investment distributed to shareholders		2,015,538			-
Issuance of shares for cash by offsetting due to shareholders		1,000,000			-
Shares issued for services	$	1,953,146		$	1,190,378

~~Intangible~~See ~~assets~~accompanying notes to consolidated financial statements

Intangible assets, comprising trade mark and other intangible assets, which are separable from the fixed assets, are stated at cost less accumulated amortization. Amortization is computed using the straightF-~~line method over the estimated useful lives of 10 years.~~6

~~Goodwill~~REBEL GROUP, INC.

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

~~Impairment~~(Stated ofin ~~long-lived assets~~US Dollars)

The Company reviews its long-lived assets, other than goodwill, including property and equipment and intangible assets with definite lives for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable1. ~~When~~Organization 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~~nature ~~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.operations

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

~~REBEL~~On ~~GROUP~~June 21, ~~INC~~2017, Pure Heart Entertainment Pte Ltd. (“Pure Heart”) formed Rebel Shanghai Limited, which was incorporated in Shanghai China in order to acquire Qingdao Quanyao Sports Consulting Co. Ltd.(the “Qingdao Quanyao”) and the business expansion in the southern part of PRC.

~~NOTES~~On TOOctober ~~CONSOLIDATED~~1, ~~FINANCIAL~~2017, ~~STATEMENTS~~the Company entered into a Share Transfer Agreement (the “Share Transfer”) with Naixin Qi, an individual (the “Shareholder”), the sole shareholder of “Qingdao Quanyao”.

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

2.Qingdao ~~Summary~~Quanyao holds 50% shares of ~~principal~~Qingdao ~~accounting~~Leibo ~~policies~~Sports Culture Co Ltd (~~continued~~“Leibo”).

~~Impairment of goodwill~~ F-7

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

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

~~Long-term~~(Stated ~~investment~~in US Dollars)

Investments comprise marketable securities which are classified as available-for-sale securities and are carried at fair value with unrealized gains and losses, net of taxes, reported as a separate component of shareholders’ equity (deficit)2. ~~The~~Summary ~~Company determines any realized gains or losses on the sale~~ of ~~marketable~~principal ~~securities~~accounting ~~on a specific identification method and records such gains and losses as a component of other comprehensive loss, net of taxes in the unaudited consolidated statement of operations.~~ policies

~~Comprehensive~~Basis ~~income~~of ~~(loss)~~presentation and consolidation

The ~~Company~~consolidated financial ~~has~~statements ~~adopted~~of ~~FASB~~the ~~Accounting~~Company ~~Standard~~and ~~Codification~~its ~~Topic~~subsidiaries ~~220~~are ~~(“ASC~~prepared ~~220”) “Comprehensive income”, which establishes standards for reporting~~ and ~~the~~presented ~~presentation~~in ofaccordance ~~comprehensive~~with ~~income~~accounting ~~(loss),~~principles ~~its components and~~generally ~~accumulated~~accepted ~~balances.~~in ~~Accumulated other comprehensive income represents~~ the ~~unrealized~~United ~~fair~~States ~~value~~ (~~loss~~“U.S. GAAP”) ~~gain~~and onpursuant ~~long-term~~to ~~investment and~~ the ~~accumulated~~rules ~~balance~~and regulations of ~~foreign~~the ~~currency~~U.S. ~~translation~~Securities ~~adjustments~~and ofExchange Commission ~~the Company~~(“SEC”).

FAll significant inter-14company transactions and balances have been eliminated upon consolidation.

~~REBEL~~The ~~GROUP~~Company’s audited consolidated financial statements have been presented on the basis that it is a going concern, ~~INC~~which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

~~NOTES~~Liquidity TOand ~~CONSOLIDATED~~capital ~~FINANCIAL STATEMENTS~~resources

~~(Stated~~The inCompany’s USfinancial statements ~~Dollars)~~for the year ended December 31, 2019 have been prepared on a going concern basis, which assumes that the Company will be able to meet its financial obligation, working capital and capital expenditures need as and when they fall due.

2.As ~~Summary~~of December 31, 2019, the Company had a working capital deficiency of ~~principal~~$4,159,067 ~~accounting~~as ~~policies~~compared ~~(continued)~~to a working capital deficiency of $4,856,536 as of December 31, 2018.

~~Concentrations~~Net ~~and~~cash ~~risks~~ used in operating activities for the year ended December 31, 2019 was $3,156,242 as compared to $4,480,190 for the year ended December 31, 2018. The cash used in operating activities for the financial year ended December 31, 2019 was primarily due to a decreased net loss generated in the year.

-Net ~~Foreign~~cash ~~currency~~used ~~risk~~in investing activities for the year ended December 31, 2019 was $17,585 as compared to $20,100 for the year ended December 31, 2018. The cash used in investing activities are mainly due to purchase of fixed assets.

ANet ~~majority~~cash ofprovided ~~the~~by ~~Company’s~~financing ~~expense~~activities ~~transactions~~for ~~are~~the ~~denominated~~year inended ~~RMB~~December ~~and~~31, a2019 ~~significant~~was ~~portion~~$3,151,118 ofas ~~the~~compared ~~Company~~to ~~and~~$4,537,729 ~~its~~for ~~subsidiaries’~~the ~~assets~~year ~~and~~ended ~~liabilities are~~December ~~denominated~~31, ~~in RMB~~2018. The ~~RMB~~cash isprovided ~~not~~by ~~freely~~financing ~~convertible~~activities ~~into~~for ~~foreign~~the ~~currencies.~~year Inended ~~the~~December ~~PRC~~31, ~~certain~~2019 ~~foreign exchange transactions~~ are ~~required~~mainly byfrom ~~law~~issuing toof becommon ~~transacted~~shares ~~only~~and ~~by authorized financial institutions at exchange rates set by the People’s Bank~~convertible ofloans, ~~China~~such ~~(“PBOC”).~~cash ~~Remittances~~inflow inwas ~~currencies~~partially ~~other~~offset ~~than RMB~~ by the ~~Company~~repayment ~~in China must be processed through the PBOC or other China foreign exchange regulatory bodies which require certain supporting documentation in order~~ to ~~affect~~related ~~the remittance~~parties.

~~Our~~As of ~~functional~~December ~~currency~~31, is2019, the ~~RMB~~ ~~and~~Company’s ~~Singapore~~cash ~~dollars~~balance inwas ~~subsidiaries in China and Singapore~~$18,820 ~~respectively,~~ and ~~our~~the ~~financial~~Company’s ~~statements~~current ~~are~~liabilities ~~presented~~exceed incurrent ~~U.S.~~assets ~~dollars. The Singapore dollars depreciated~~ by ~~7.6%~~$4,159,067 inwhich ~~fiscal~~together ~~year~~with ~~2017.~~continued Itlosses isfrom ~~difficult~~operations toraises ~~predict~~substantial ~~how~~doubt ~~market~~about ~~forces~~its orability ~~PRC~~to orcontinue ~~U.S.~~as ~~government~~a ~~policy~~going ~~may~~concern. ~~impact~~The ~~the~~Company’s ~~exchange~~operating ~~rate~~results ~~between~~for ~~the~~future ~~RMB~~periods ~~and~~are ~~the~~subject ~~U.S.~~to ~~dollar~~uncertainties inand ~~the~~it ~~future.~~is uncertain ~~The~~if ~~change in~~ the ~~value of~~management ~~the~~will ~~RMB~~be ~~relative~~able to ~~the~~attain ~~U.S.~~profitability ~~dollar~~and ~~may~~continued ~~affect~~growth ~~our~~for ~~financial~~the ~~results~~foreseeable ~~reported~~future. inIf the management ~~U.S.~~is ~~dollar~~not ~~terms~~able ~~without giving effect~~ to ~~any~~increase ~~underlying~~revenue ~~changes~~and inmanage ~~our~~operating ~~business~~expenses orin ~~results~~line ofwith ~~operations.~~revenue ~~Currently~~forecasts, ~~our~~the ~~assets,~~Company ~~liabilities,~~may ~~revenues~~not be ~~and~~able ~~costs~~to ~~are denominated~~achieve ~~in RMB~~profitability.

ToHistorically, the ~~extent that the~~ Company finances ~~needs~~its tooperations ~~convert~~through ~~U.S.~~loans ~~dollars~~from ~~into~~investors ~~RMB~~and ~~for~~shareholders. ~~capital~~The ~~expenditures~~Company’s ~~and~~actions ~~working~~to ~~capital~~improve ~~and~~operation ~~other business purposes~~efficiency, ~~appreciation~~cost ofreduction, ~~RMB~~and ~~against~~develop ~~U.S.~~core ~~dollar~~cash-generating ~~would~~business ~~have~~include ~~an adverse effect on~~ the ~~RMB~~following: ~~amount~~seeking ~~the~~advances ~~Company would receive~~ from the ~~conversion.~~major ~~Conversely~~shareholders, pursuing ifadditional ~~the~~public ~~Company~~and/or ~~decides~~private toissuance ~~convert~~of ~~RMB~~securities, ~~into~~and ~~U.S.~~looking ~~dollar~~ for ~~the purpose of making payments for dividends,~~ strategic ~~acquisition or investments or other~~ business ~~purposes,~~partners ~~appreciation~~to ofoptimize ~~U.S. dollar against RMB would have a negative effect on~~ the ~~U.S. dollar amount available to the~~ Company’s operations.

-The Company ~~Significant~~has ~~customers~~considered whether there is substantial doubt about our ability to continue as a going concern due to (1) the Company’s recurring losses from operations, including approximately $10,830,963 net loss attributable to the our stockholders for the year ended December 31, 2019, (2) the Company’s accumulated deficit of approximately $19,201,492 as of December 31, 2019 and (3) the fact that the Company had negative operating cash flows of approximately $3,156,242 for the year ended December 31, 2019.

~~For~~In ~~the~~evaluating ~~years~~if ~~ended~~there ~~December~~is substantial 31doubt about the Company’s ability to continue as a going concern, ~~2018~~the Company is trying to alleviate the going concern risk through (1) increasing cash generated from operations by controlling operating expenses and ~~2017~~increasing more live events, ~~one~~(2) ~~customer~~financing from ~~accounted~~domestic ~~for~~banks ~~100%~~and other financial institutions, and 99(3) equity or debt financing.9% ofThe Company has certain plans to mitigate these adverse conditions and to increase the ~~Company’s~~liquidity ~~total~~of ~~revenues,~~the ~~respectively~~Company.

~~Statement~~On ofan ~~Cash~~on-going ~~Flows~~basis, the Company also received and will continue to receive financial support commitments from the Company’s related parties.

~~Cash~~The ~~flows~~Company’s ~~from~~cash balance as of December 31, 2019 will not be sufficient to support the Company’s operations ~~are~~for ~~formulated~~the ~~based~~next ~~upon~~12 months after the ~~local~~date that ~~currencies~~the financial statements issued. AsThe aCompany ~~result,~~has ~~amounts~~several ~~related~~actions to ~~assets~~implement ~~and~~as ~~liabilities~~mentioned ~~reported~~above. onHowever, if the Company is unable to obtain the ~~statements~~necessary ofadditional ~~cash~~capital ~~flows~~on ~~will~~a ~~not~~timely ~~necessarily~~basis ~~agree~~and ~~with~~on ~~changes~~acceptable interms, the ~~corresponding~~Company ~~balances~~will onbe unable to implement its current plans for expansion, repay debt obligations or respond to competitive market pressures, which will have negative influence upon the ~~balance~~Company’s ~~sheets~~business, prospects, financial condition and results of operations.

~~F-15~~The negative operating results of cash flow and working capital in 2019 raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s continued operations are highly dependent upon its ability to increase revenues and if needed complete equity and/or debt financing.

~~REBEL GROUP, INC.~~F-8

~~NOTES~~REBEL TOGROUP, ~~CONSOLIDATED FINANCIAL STATEMENTS~~INC.

~~(Stated~~NOTES inTO USCONSOLIDATED ~~Dollars)~~FINANCIAL STATEMENTS

2.(Stated ~~Summary~~in ofUS ~~principal accounting policies (continued~~Dollars)

~~Risks~~2. ~~and~~Summary ~~Uncertainties~~of principal accounting policies (continued)

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

~~Recently~~The ~~Issued~~Company ~~Accounting~~believe if it is ~~Guidance~~ unable to obtain our resources to fund operations, the Company may be required to delay, scale back or eliminate some or all of its planned operations, which may have a material adverse effect on our business, results of operations and ability to operate as a going concern.

InThe ~~February~~audited ~~2016,~~consolidated ~~the FASB~~financial ~~issued~~statements ~~ASU~~for ~~2016-02, Amendments to~~ the ~~Accounting~~year ~~Standards~~ended ~~Codification~~December ~~(“ASC”)~~31, ~~842~~2019 ~~Leases. This update requires lessee to recognize the assets~~ and ~~liability~~2018 ~~(the~~have ~~lease~~been ~~liability)~~prepared ~~arising from operating leases~~ on ~~the balance sheet for the lease term. When measuring assets and liabilities arising from~~ a ~~lease,~~going aconcern ~~lessee~~basis (and ado ~~lessor)~~not ~~should~~ include ~~payments~~any ~~to be~~adjustments ~~made in optional periods only if the lessee is reasonably certain~~ to ~~exercise~~reflect ~~an option to extend~~ the ~~lease~~possible orfuture ~~not~~effects ~~to exercise~~on ~~an option to terminate~~ the ~~lease.~~recoverability ~~Twelve~~and ~~months~~classifications orof ~~less lease term, a lessee is permitted to make an accounting policy election not to recognize lease~~ assets ~~and~~or ~~liabilities. If a lessee makes this election, it should recognize lease expense on a straight-line basis over~~ the ~~lease~~amounts ~~term.~~and ~~In transition, this update will be effective for fiscal~~classifications years beginning after December 15, 2018, including interim periods within those fiscal years. In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases. In March 2019, the FASB issued ASU 2019-01, Codification Improvements to Topic 842, Leases. Management have adopted an accounting policy to not recognize an asset for leases with a term of ~~twelve~~liabilities ~~months~~that ~~or less,~~may ~~therefore~~result ~~does~~from ~~not believe~~ the ~~adoption of these ASUs would have a material effect on the~~ Company’s ~~unaudited~~inability ~~condensed~~to ~~consolidated~~continue ~~financial~~as ~~statements~~a going concern.

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

InAdvertising ~~August~~and ~~2018,~~marketing ~~the~~expenditure is ~~FASB~~expensed ~~Accounting Standards~~when ~~Board~~incurred ~~issued~~and ~~ASU~~is ~~No.~~included ~~2018-13,~~in “~~Fair~~general ~~Value~~and ~~Measurement~~administrative ~~(Topic 820): Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement~~expenses” ~~(“ASU~~in ~~2018-13”). ASU 2018-13 modifies~~ the ~~disclosure~~consolidated ~~requirements~~statements onof ~~fair value measurements~~operations. ~~ASU~~Advertising ~~2018-13~~and ismarketing ~~effective~~expenses ~~for~~were ~~public~~$40,596 ~~entities~~and $466,752 for ~~fiscal~~the years ~~beginning~~ended ~~after~~ December 1531, 2019, ~~with early adoption permitted for any removed or modified disclosures. The removed~~ and ~~modified~~2018, ~~disclosures will be adopted on a retrospective basis and the new disclosures will be adopted on a prospective basis~~respectively. ~~The Company does not expect this guidance will have a material impact on its condensed consolidated financial statements.~~

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

~~Aside~~The Company adopted Accounting Standards Codification 606, Revenue from ~~the~~Contracts ~~above~~with Customers (“Topic 606”), as of January 1, 2018 using the ~~Company~~modified ~~does~~retrospective ~~not~~transition ~~believe~~method. ~~other~~Topic ~~recently~~606 ~~issued~~prescribes ~~but~~a ~~not~~five-step ~~yet~~model ~~effective~~for ~~accounting~~recognizing ~~statements,~~revenue ~~would~~which ~~have~~includes a(i) ~~material~~identifying contracts ~~effect~~with oncustomers; (ii) identifying performance obligations; (iii) determining the ~~Company’s financial~~transaction ~~position~~price; or(iv) onallocating the transaction ~~results~~price ofand ~~operations~~(v) recognizing revenue.

~~Reclassification~~The Company derives 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 describes the revenue recognition policies in further detail for each major revenue source of the Company.

~~Certain~~Advertising ~~prior~~and ~~year~~sponsorships: through ~~amounts~~the ~~have~~advertising and sponsorship agreements with customers, the Company offers a full range of the promotional vehicles, ~~been~~including ~~reclassified~~online toand ~~conform~~print toadvertising, on-air announcements and special appearances by our fighters. The Company allocates the transaction ~~current~~price ~~year~~to ~~presentation~~all performance obligations contained within a sponsorship and advertising arrangement based upon their relative standalone selling price. ~~These~~Revenues ~~reclassifications~~are ~~have~~recognized noas ~~effect~~each performance obligation is satisfied, which generally occurs when the sponsorship and advertising is aired, exhibited, performed or played on the ~~accompanying~~applicable ~~consolidated financial~~media ~~statements~~platform.

~~F-16~~Live event ticket sales: revenues from the live event ticket sales are recognized upon the occurrence of the related live event.

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

~~NOTES~~Substantially TOall ~~CONSOLIDATED~~revenue ~~FINANCIAL~~was from ~~STATEMENTS~~sponsorships in the Company.

~~(Stated~~Currently, inthe USCompany’s revenues ~~Dollars)~~come from the following sources:

3. Business acquisition

	Years ended December 31,
	2019		2018
Sponsorships	$	138,682	$	222,271
Other		226		1,512
Total	$	138,908	$	223,783

On October 1, 2017, Rebel Group, Inc., a Florida corporation (the “Company”) entered into a Share Transfer Agreement (the “Share Transfer”) with Naixin Qi, an individual (the “Shareholder”), the sole shareholder of Qingdao Quanyao Sports Consulting Ltd, a company organized under the laws of PRC (the “Qingdao Quanyao”). The Company believes that the acquisition will allow it to better manage opportunities.F-9

~~Pursuant~~REBEL ~~to the Transfer Agreement~~GROUP, ~~Pure~~ Heart, through a wholly foreign owned entity (the “WOFE”) agreed to acquire 100% of the outstanding equity interests (the “Equity Stake”) of the Qingdao Quanyao from the Shareholder with the purchase price valued at approximately $7,000,000 consisting of the following: (i) the forgiveness of debt owed by the Qingdao Quanyao to Pure Heart as of October 1, 2017, in the amount of approximately $2,825,000 (the “Forgiven Debts”) and (ii) 12,000,000 shares (the “Shares”) of the common stock of the Company, par value $0INC.~~0001 per share (the “Common Stock”) (together the “Purchase Price”).~~

~~Qingdao~~NOTES ~~Quanyao~~TO ~~holds~~CONSOLIDATED ~~50%~~FINANCIAL ~~shares of Qingdao Leibo Sports Culture Co Ltd (“Leibo”) since January 8, 2015 (date of incorporation).~~STATEMENTS

Consideration
Ordinary shares – 12,000,000	$	4,175,000
Other receivables – Qingdao Quanyao		2,825,000
Total consideration		7,000,000
Fair values of identifiable assets
Cash and cash equivalents	$	1,870
Prepayment and deposit		10,992
Other receivables – Leibo		168,367
Other receivables – Others		94,914
Property and equipment, net		4,315
Total identifiable assets		280,458
Goodwill		6,719,542
Total	$	7,000,000

(Stated in US Dollars)

~~The~~2. ~~goodwill~~Summary of ~~$6,719,542~~principal ~~arising from~~accounting ~~the~~policies acquisition consists largely of synergies and economies of scale expected from combining the operations of Qingdao Quanyao. None of the goodwill recognized is expected to be deductible for income tax purpose.(continued)

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

The ~~Company~~preparation ~~performed~~of ~~its~~the ~~annual~~consolidated financial ~~goodwill~~statements ~~impairment~~in ~~review~~conformity ~~for~~with ~~the~~generally ~~year~~accepted ~~ended~~accounting ~~December~~principles ~~31,~~requires ~~2018~~management to make estimates and ~~determined~~assumptions tothat ~~fully~~affect ~~impair~~ the ~~goodwill~~reported ~~arising~~amounts ~~from~~of ~~acquisition~~assets and liabilities and disclosures of ~~Quanyao~~contingent assets and liabilities at the date of the $6consolidated financial statements,~~719,542~~ asand the reported amounts of ~~December~~revenues 31and expenses during the reporting period. Our significant estimates and assumption include depreciation, ~~2018~~impairment for long-lived assets and goodwill, allowance for trade receivables and prepayments, stock-based compensation, and the valuation allowance relating to the Company’s deferred tax assets. Actual results could differ from those estimates.

~~F-17~~Cash

~~REBEL~~Cash ~~GROUP~~consist of bank deposits, which ~~INC~~are unrestricted as to the Company’s withdrawal and use. The Company maintains relevant accounts at banks, which have original maturities of three months or less.

~~NOTES~~Allowance TOfor ~~CONSOLIDATED~~doubtful ~~FINANCIAL STATEMENTS~~accounts

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

4.Fair ~~Trade~~value ~~and~~of ~~other~~financial ~~receivables~~instruments

~~Trade~~Fair value information of financial ~~and~~instruments requires disclosure, whether or not recognized in the balance sheets, for which it is practicable to estimate that value. In cases where quoted market prices are not available, fair values are based on estimates using present value or other ~~receivables~~valuation techniques. Those techniques are significantly affected by the assumptions used, ~~net~~including ~~consisted~~the discount rate and estimates of future cash flows. In that regard, the ~~following:~~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.

	As of December 31,
	2018			2017
Trade and other receivables	$	307,166		$	60,905
Less: allowance for doubtful debts		(271,464	)		-
Trade and other receivables, net	$	35,702		$	60,905

Level 1

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

~~Movement~~Level of2 ~~allowance~~inputs to the valuation methodology include quoted prices for ~~doubtful~~ ~~accounts~~similar ~~was~~assets asand ~~follows:~~liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

	As of December 31,
	2018			2017
Balance at beginning of the year	$	-		$	-
Provision for doubtful accounts		282,356			-
Exchange rate effect		(10,892	)
Balance at end of the year	$	271,464		$	-

Level 3

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

5.As ~~Property~~of December 31, 2019, and 2018, ~~equipment~~financial instruments of the Company primarily comprise of cash, trade and other receivables, trade and other payables, accrued expenses, which the carrying amounts approximated their fair values because of their generally short maturities.

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

	As of December 31,
	2018			2017
Equipment	$	135,010		$	103,126
Less: accumulated depreciation		(111,164	)		(71,657	)
Total property and equipment, net	$	23,846		$	31,469

REBEL GROUP, INC.

~~Depreciation~~NOTES ~~expense~~TO ~~for~~CONSOLIDATED ~~the~~FINANCIAL ~~years ended December 31, 2018 and 2017 were $26,595 and $18,304, respectively.~~STATEMENTS

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

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

	As of December 31,
	2018			2017
Trademark	$	16,663		$	16,974
Other intangible assets		131,487			133,945
	$	148,150		$	150,919
Less: accumulated amortization		(64,483	)		(52,294	)
Total intangible assets, net	$	83,667		$	98,625

Fair value of financial instruments (continued)

NoThe ~~significant~~Company ~~residual~~uses ~~value~~quoted prices isin ~~estimated~~active ~~for~~markets ~~these~~to ~~intangible~~measure ~~assets.~~the ~~Amortization~~fair ~~expense~~value ~~for~~of the ~~years~~long-term ~~ended~~investment ~~December 31, 2018~~ and ~~2017,~~is ~~totaled~~classified ~~$13,281 and~~as ~~$12,974,~~a ~~respectively.~~level ~~The~~1 ~~following table represents the total estimated amortization of intangible assets for the five succeeding years:~~investment.

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

Foreign currency translation and transactions

~~F-18~~The reporting currency of the Company is United States Dollars (“US$”), which is also the Company’s functional currency. The Singapore and PRC subsidiaries maintain their books and records in its local currency, the Singapore dollar (“SGD”) and Renminbi dollar (“RMB”), which are their functional currencies as being the primary currency of the economic environment in which these entities operate.

~~REBEL~~Transactions ~~GROUP,~~in ~~INC~~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.

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

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

7Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. ~~Goodwill~~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.

~~The~~Entities ~~changes~~should recognize in the consolidated financial statements the ~~carrying~~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 ~~goodwill~~being ~~were~~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 ~~follows:~~part of income tax expense in the consolidated statements of operations.

	As of December 31,
	2018			2017
Balance at the beginning of the year	$	6,719,542		$	-
Goodwill arising from acquisition of Quanyao (Note 3)					6,719,542
Impairment of goodwill		(6,509,942	)		-
Foreign currency translation adjustment		(209,600	)		-
Balance at the end of the year	$	-		$	6,719,542

F-11

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

8.NOTES ~~Long-term~~TO ~~investment~~CONSOLIDATED FINANCIAL STATEMENTS

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

~~On August 14, 2015, due to the VWAP of the MOXC Common Stock for 30 trading day prior to August 14, 2015 is higher than $1~~2.~~00,~~ ~~which~~Summary ~~triggered the clause~~ of ~~conversion~~ ~~under~~principal ~~the~~accounting ~~MOXC~~policies ~~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”~~continued)~~. As a result of the August Conversion, the remainder amount of the MOXC Note is $3,891,000.~~

OnEarnings ~~September 28, 2015, MOXC notified the Company that it elected to convert the remainder of the MOXC Note, of $3,891,000 into 3,891,000 shares of the MOXC Common Stock~~ (~~“September Conversion”~~loss). ~~After~~per the August Conversion and September Conversion, consequently, all of the MOXC Note was converted into the total of 7,782,000 shares of the MOXC Common Stock with no amount of the MOXC Note is outstanding as of December 31, 2015.share

OnBasic ~~June~~earnings ~~20,~~(loss) ~~2016,~~per ~~MOXC has approved~~share ais ~~reverse~~based ~~stock~~on ~~split of~~ the ~~Company’s~~weighted ~~issued~~average ~~and~~number ~~outstanding~~of common shares ofoutstanding ~~common~~during ~~stock~~the atperiod awhile ~~ratio~~the effects of ~~1-for-2~~potential ~~(the~~common ~~“Reverse~~shares ~~Stock~~outstanding ~~Split”).~~during Asthe aperiod ~~result,~~are ~~3,891,000~~included ~~shares~~in ofdiluted ~~the~~earnings ~~MOXC~~per ~~Common~~share. The ~~Stock~~average ~~are~~market ~~outstanding~~price asduring ofthe ~~December~~year ~~31,~~is used ~~2018~~to ~~and~~compute ~~2017~~equivalent ~~respectively~~shares.

	As of December 31,
	2018			2017
Cost	$	7,782,000		$	7,782,000
Fair value adjustment		(6,455,169	)		7,198,350
Total long-term investment	$	1,326,831		$	14,980,350

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

As of December 31, 2018 and 2017, the fair value of MOXC was $0.341 and $3.85, respectively. For the years ended December 31, 2018 and 2017, the fair value gain (loss) of ($13,653,519) and $2,606,970 was recognized respectively. The Company has no intention to sell the investment in the near future.Equipment

OnEquipment ~~April~~is ~~22,~~recorded ~~2019,~~at ~~MOXC has~~cost. ~~approved~~Significant aadditions ~~reverse~~or ~~stock~~improvements ~~split~~extending ofuseful ~~the~~lives ~~Company’s~~of ~~issued~~assets ~~and~~are ~~outstanding~~capitalized. ~~shares~~Maintenance ofand ~~common~~repairs ~~stock~~are atcharged ~~a ratio of 1-for-5~~to ~~(the~~expense ~~“Reverse~~as ~~Stock Split”)~~incurred. AsDepreciation ais ~~result,~~computed ~~778,200~~using ~~and~~the ~~778,200~~straight-line ~~shares~~method ofover the ~~MOXC~~estimated ~~Common~~useful ~~Stock~~lives ~~are outstanding~~ as ~~of April 22, 2019 and May 12, 2019, respectively.~~follows:

OnEquipment ~~May~~3 1,- ~~2019,~~5 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. years

OnIntangible June 20, 2019, the Board of Directors of the Company approved a distribution of 778,200 shares of MOXC’s common stock, $0.001 par value per share held by the Company. MOXC’s common stock will be distributed to the shareholders of the Company who were shareholders of the Company as of January 29, 2015. As a result, the Company held nil shares of the MOXC’s common stock since June 25, 2019.assets

FIntangible assets, comprising trade mark, television production and television content, which are separable from the fixed assets, are stated at cost less accumulated amortization. Amortization is computed using the straight-19line method over the estimated useful lives of 10 years.

~~REBEL GROUP, INC.~~Goodwill

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

~~(Stated~~Impairment inof ~~US Dollars)~~long-lived assets

9The Company reviews its long-lived assets, other than goodwill, including property and equipment and intangible assets with definite lives for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. ~~Convertible~~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 ~~short~~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. The Company performed its annual goodwill impairment review for the year ended December 31, 2018 and determined to fully impair the goodwill arising from acquisition of Quanyao of $6,509,942 for the year ended December 31, 2018. For the year ended December 31, 2019, there is no impairment needed to be accrued after the annual-~~term~~assessment ~~loans~~of the Company.

	As of December 31,
	2018		2017
Convertible loans-repayable within one year	$	449,600	$	495,391
Short-term loans-repayable within one year		296,576		-
Total	$	746,176	$	495,391

Long-term investment

~~The~~Investments ~~interest~~comprise ~~expense~~marketable securities which are classified as available-for-sale ~~convertible~~securities and are carried at fair value with unrealized gains and losses, ~~loans~~net ~~for~~of taxes, reported as a separate component of shareholders’ equity (deficit). The Company determines any realized gains or losses on the ~~years~~sale ~~ended~~of ~~December~~marketable ~~31,~~securities ~~2018~~on a specific identification method and ~~2017~~records ~~were~~such ~~$50,492~~gains and ~~$29~~losses as a component of other comprehensive loss,~~258,~~ ~~respectively~~net of taxes in the consolidated statement of operations.

~~The~~Comprehensive ~~interest~~income ~~expense for short-term loans for the years ended December 31, 2018 and 2017 were $141,393 and $263, respectively.~~(loss)

OnThe ~~March 15, 2017, the~~ Company, ~~the~~has ~~Chairman~~adopted ~~of the Board of Directors, and one unrelated third-party~~FASB ~~individual~~Accounting ~~entered~~Standard ~~into~~Codification anTopic ~~agreement~~220 ~~to document the loan of Singapore Dollars~~ (“S$ASC 220”) ~~50,000~~“Comprehensive ~~($35~~income”,~~715)~~ ~~that~~which ~~the~~establishes ~~unrelated~~standards ~~third-party~~for ~~individual~~reporting ~~advanced~~and to the ~~Company~~presentation onof ~~March~~comprehensive ~~15,~~income ~~2017~~(loss), ~~and~~its ~~was~~components ~~repayable~~and onaccumulated ~~March~~balances. ~~14,~~Accumulated ~~2018~~other ~~(“Repayment Date”),~~comprehensive ~~with~~income anrepresents ~~interest~~the ofunrealized ~~10%~~fair ~~per~~value ~~annum.~~(loss) ~~The~~gain ~~unrelated~~on ~~third~~long-~~party~~term ~~individual~~investment ~~may~~and ~~convert all of~~ the ~~principal~~accumulated ~~amount~~balance ~~into~~of ~~71,430~~foreign ~~shares~~currency oftranslation ~~Company’s~~adjustments ~~common~~of ~~stock after~~ the ~~Repayment Date~~Company. ~~The loan was fully repaid on August 20, 2018.~~

~~On March 24, 2017, the Company, the Chairman of the Board of Directors, and one unrelated third~~F-party individual entered into an agreement to document the loan of S$200,000 ($142,856) that the unrelated third-party individual advanced to the Company on March 24, 2017, and was repayable on March 23, 2018 (“Maturity Date”), with an interest of 10% per annum. The unrelated third-party individual shall have the option to extend the term of the loan from the Maturity Date to March 23, 2019 (“Extended Maturity Date”). The unrelated third-party individual may convert all of the principal amount, into shares of Company’s common stock (“Conversion Right”) at any time for the period commencing on the date hereof and ending on March 23, 2019 (“Conversion Period”). In the event that the Conversion Right is exercised within seven Business Days immediately following the Maturity Date, the conversion will be based on the share price of $0.50. In the event that the Conversion Right is exercised after the Maturity Date but within seven Business Days immediately following the Extended Maturity Date, the conversion will be based on the share price of $0.60. The Company repaid S$100,000 ($73,404) on August 23, 2018.12

OnREBEL ~~May 5~~GROUP, 2017, the Company, the Chairman of the Board of Directors, and one independent director of the Company entered into an agreement to document the loan of $300,000 that the independent director advanced to the Company on May 5, 2017, and was repayable on May 4, 2018 (“Maturity Date”), with an interest of 10% per annumINC. The independent director shall have the option to extend the term of the loan from the Maturity Date to May 4, 2019 (“Extended Maturity Date”). The independent director may convert all of the principal amount, into shares of Company’s common stock (“Conversion Right”) at any time for the period commencing on the date hereof and ending on May 4, 2019 (“Conversion Period”). In the event that the Conversion Right is exercised within seven Business Days immediately following the Maturity Date, the conversion will be based on the share price of $0.50. In the event that the Conversion Right is exercised after the Maturity Date but within seven Business Days immediately following the Extended Maturity Date, the conversion will be based on the share price of $0.60. As of December 31, 2018, the term loan was overdue, and was extended to May 2019.

OnNOTES ~~April~~TO ~~11,~~CONSOLIDATED ~~2018,~~FINANCIAL the Company, the Chairman of the Board of Directors, and one independent director of the Company entered into an agreement to document the loan of Singapore Dollars (“S$”) 100,000 ($73,404) that the unrelated third-party individual advanced to the Company on April 11, 2018, and was repayable on April 18, 2019 (“Repayment Date”), with an interest of 10% per annum. The unrelated third-party individual 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.STATEMENTS

On April 25, 2018, the Company, the Chairman of the Board of Directors and the Company’s CEO and two financial institutions entered into agreements to advance to the Company two short term loans of S$360,000 (~~$271,368)~~Stated ~~and~~in ~~S$100,000~~US ~~($75,380~~Dollars) 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 August 30, 2019, S$101,718 and S$8,200 were past due respectively for the two short term loans.

On2. ~~October~~Summary ~~24, 2018 and November 7, 2018, the Company, the Chairman~~ of ~~the~~principal ~~Board~~accounting ofpolicies ~~Directors and the Company’s CEO and another financial institution entered into two separate agreements to advance to the Company two short term loans of S$32,900~~ (~~$24,800~~continued) and S$17,100 ($12,890) respectively. The two short term loans of S$32,900 and S$17,100 are guaranteed by a director of the Company and bear an effective interest rate of 2% and 2% per month, with 12 and 6 equal monthly repayment terms, respectively. As of August 30, 2019, S$51,430 in total were past due for the two short term loans.

~~All~~Concentrations ~~the above convertible loans~~ and ~~short-term loans are non-collateral loans.~~risks

F-20 Foreign currency risk

~~REBEL~~A ~~GROUP~~majority of the Company’s expense transactions are denominated in RMB and a significant portion of the Company and its subsidiaries’ assets and liabilities are denominated in RMB. RMB is not freely convertible into foreign currencies. In the PRC, ~~INC~~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.

~~NOTES~~Our TOfunctional ~~CONSOLIDATED~~currency ~~FINANCIAL~~is ~~STATEMENTS~~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 remained stable to U.S. dollar in fiscal year 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.

~~(Stated~~To inthe USextent ~~Dollars)~~that the Company needs to convert U.S. dollars into RMB for capital expenditures and working capital and other business purposes, appreciation of RMB against U.S. dollar would have an adverse effect on the RMB amount the Company would receive from the conversion. Conversely, if the Company decides to convert RMB into U.S. dollar for the purpose of making payments for dividends, strategic acquisition or investments or other business purposes, appreciation of U.S. dollar against RMB would have a negative effect on the U.S. dollar amount available to the Company.

~~10.~~- ~~Due~~Significant ~~to shareholders~~customers

AsFor ofthe ~~December~~years ~~31,~~ended ~~2018 and~~December ~~2017~~31, ~~the~~2019 ~~due to shareholders is $2,849,411~~ and $12018,~~178,675~~ ~~respectively.~~one ~~The~~customer ~~amount~~accounted isfor ~~unsecured,~~98% ~~interest free due on demand~~ and ~~has~~99.9% noof ~~fixed~~the ~~terms~~Company’s oftotal ~~repayment~~revenues, respectively.

~~11.~~Statement ~~Stockholders’~~of ~~equity~~Cash Flows

~~During~~Cash ~~January~~flows tofrom ~~December 2018,~~ the Company’s operations ~~issued~~are ~~4,202,600~~formulated ~~shares~~based ofupon ~~common~~the ~~stock~~local ~~for net cash consideration of $2,609,331~~currencies. ~~The~~As ~~Company~~a ~~also issued 1~~result,~~320,378~~ ~~shares~~amounts ~~of common stock with total value of $1,190,378 to nine individuals as payments for professional services~~ related to ~~public~~assets ~~relations~~ and ~~marketing,~~liabilities ~~director~~reported ~~fees,~~on ~~and~~the consolidated ~~employment~~statements ~~benefits. The value~~ of ~~shares of~~cash ~~common~~flows ~~stock~~will ~~issued~~not ~~for~~necessarily ~~consideration~~agree ~~other~~with ~~than~~changes ~~cash~~in ~~was~~the ~~determined~~corresponding bybalances ~~referring~~on to the ~~fair value of shares of common stock~~consolidated ~~issued~~balance ~~for cash consideration~~sheets.

~~12.~~Risks ~~Taxation~~and Uncertainties

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

~~The United States of America~~F-13

~~Rebel~~REBEL ~~Group~~GROUP, ~~Inc~~INC. is incorporated under the laws of the State of Florida in the U.S., and is subject to U.S. federal corporate income tax. The State of Florida imposes corporate state income tax at 5.5%. As of December 31, 2018, future net operating losses of approximately $11.2 million are available to offset future operating income through 2037.

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

~~F-21~~(Stated in US Dollars)

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

~~NOTES~~Recently TOIssued ~~CONSOLIDATED FINANCIAL STATEMENTS~~Accounting Guidance

In February 2016, the FASB issued ASU 2016-02, Amendments to the Accounting Standards Codification 842 Leases (~~Stated~~“ASC 842”). This update requires lessee to recognize the assets and liability (the lease liability) arising from operating leases on the balance sheet for the lease term. When measuring assets and liabilities arising from a lease, a lessee (and a lessor) should include payments to be made in USoptional periods ~~Dollars~~only if the lessee is reasonably certain to exercise an option to extend the lease or not to exercise an option to terminate the lease. Twelve months or less lease term, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. If a lessee makes this election, it should recognize lease expense on a straight-line basis over the lease term. In transition, this update will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases. In March 2019, the FASB issued ASU 2019-01, Codification Improvements to Topic 842, Leases. Before January 1, 2019, the Company adopted the ASC Topic 840, Leases, each lease is classified at the inception date as either as a capital lease or an operating lease. All the Company’s leases were classified as operating lease under ASC Topic 840. The Company’s reporting for periods prior to January 1, 2019 continued to be reported in accordance with Leases (ASC 840). After January 1, 2019, the Company adopted ASC 842. The Company recognizes a lease liability for future fixed lease payments and a right-of-use (“ROU”) asset representing the right to use the underlying asset during the lease term. Additionally, the Company elected not to recognize leases with terms of twelve months or less at the commencement date in the consolidated balance sheets. Other than the disclosure in Note 8, the Company does not believe the adoption of these ASUs would have a material effect on the Company’s consolidated financial statements.

12On June 20, 2018, the FASB issued ASU No. ~~Taxation~~2018-07, Compensation—Stock Compensation (~~continued~~Topic 718) - Improvements to Nonemployee Share-Based Payment Accounting, which aligns the accounting for share-based payment awards issued to employees and nonemployees. Under ASU No. 2018-07, the existing employee guidance will apply to nonemployee share-based transactions (as long as the transaction is not effectively a form of financing), with the exception of specific guidance related to the attribution of compensation cost. The cost of nonemployee awards will continue to be recorded as if the grantor had paid cash for the goods or services. In addition, the contractual term will be able to be used in lieu of an expected term in the option-pricing model for nonemployee awards. The new standard is effective for us on January 1, 2019. The Company has adopted this new standard and does not believe this guidance will have a material impact on its consolidated financial statements.

~~The~~In ~~2017~~August ~~Tax~~2018, ~~Act~~the ~~also~~FASB ~~created~~Accounting aStandards ~~new~~Board ~~requirement~~issued ~~that~~ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”). ASU 2018-13 modifies the ~~periods~~disclosure requirements on fair value measurements. ASU 2018-13 is effective for public entities for fiscal years beginning after ~~January~~December 115, ~~2018~~2019, ~~certain~~with early ~~income~~adoption ~~(referred~~permitted tofor asany ~~global~~removed ~~intangible~~or ~~low~~modified ~~taxed income~~disclosures. orThe ~~“GILTI”)~~removed ~~earned~~and bymodified ~~foreign~~disclosures ~~subsidiaries~~will inbe ~~excess~~adopted ofon a ~~deemed~~retrospective basis ~~return~~and onthe ~~tangible~~new ~~assets~~disclosures ofwill ~~foreign~~be ~~corporations must~~adopted beon ~~included~~a inprospective Ubasis.S. ~~taxable~~The ~~income~~Company does not expect this guidance will have a material impact on its consolidated financial statements.

~~The~~In ~~GILTI~~May ~~income is eligible for a deduction~~2019, ~~which lowers~~ the ~~effective~~FASB ~~tax~~Accounting Standards ~~rate~~Board toissued 10ASU No.5% ~~for~~2019-06, ~~calendar~~“Intangibles-Goodwill ~~years 2018 through 2025~~ and ~~13.125%~~Other ~~after~~(Topic ~~2025. Under U.S. GAAP~~350), ~~companies~~Business ~~are~~Combinations ~~allowed~~(Topic to805), ~~make~~and Not-for-Profit anEntities ~~accounting~~(Topic ~~policy~~958): ~~election~~Extending tothe ~~either~~Private ~~(i)~~Company ~~account~~Accounting ~~for~~Alternatives ~~GILTI~~on asGoodwill aand ~~component~~Certain ~~of tax expense~~Identifiable inIntangible ~~the~~Assets ~~period~~to inNot-for-Profit ~~which~~Entities” a(“ASU ~~company~~2019-06”). isASU ~~subject~~2019-06 toextended the ~~rules~~goodwill –accounting ~~the~~alternative that ~~period~~allows ~~cost~~an ~~method,~~eligible orentity ~~(ii)~~to ~~account~~amortize ~~for~~goodwill ~~GILTI~~acquired in a ~~company’s measurement~~business ofcombination ~~deferred~~and ~~taxes~~test –that ~~the~~goodwill ~~deferred~~for ~~method.~~impairment ~~The~~upon a ~~Company~~triggering ~~elected~~event. toManagement ~~account~~will ~~for~~not ~~GILTI~~adopt in the ~~period~~alternative ~~the~~goodwill ~~tax~~accounting ispolicy ~~incurred. The~~and ~~Company~~does ~~did~~ not ~~generate~~expect ~~any~~this ~~GILTI~~guidance ~~during~~would have ~~the~~a ~~year~~material ~~ended~~effect ~~December~~on ~~31,~~the ~~2018~~Company’s consolidated financial statements.

~~British~~In ~~Virgin~~May ~~Islands~~2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-05, “Financial Instruments – Credit losses (Topic 326). The standard significantly changes how entities will measure credit losses for most financial assets, including accounts and notes receivables. The standard requires to recognize allowances based on expected rather than incurred losses. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The standard is effective for interim and annual reporting periods beginning after December 15, 2022. The Company is currently assessing the impact of adopting this standard on the Company’s consolidated financial statements and related disclosures.

~~Rebel~~In FCDecember ~~and~~2019, ~~SCA~~the ~~Capital~~Financial Accounting ~~are~~Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, which reduces ~~incorporated~~the incomplexity of FASB ASC Topic 740, “Income Taxes” as part of the ~~British~~FASB’s ~~Virgin~~Simplification ~~Islands~~Initiative. ~~and~~The ~~are~~amendments in ~~not~~this ~~subject~~guidance tosimplify the accounting for income taxes ~~under~~by removing certain exceptions to the ~~current~~general ~~laws~~principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. This guidance is effective for annual reporting periods ending after December 15, 2020, with early adoption permitted, and should be applied on either a retrospective basis for all periods presented or a modified retrospective basis. Management is still assessing the ~~British~~impact ~~Virgin~~this ~~Islands~~might have on the Company’s consolidated financial statements.

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

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

~~People~~The prior year amounts of ~~Republic~~proceeds and ~~China~~repayments of convertible loans, term loans and the related parties have been reclassified to conform to the current year ~~(“PRC”)~~presentation. These reclassifications have no effect on the accompanying consolidated financial statements.

~~Rebel Shanghai and Qingdao Quanyao were incorporated in PRC and are subject to statutory Enterprise Income Tax rate of the PRC at 25%.~~F-14

~~The~~REBEL ~~Company has a number of open tax years which include the tax years ended December 31~~GROUP, ~~2014, 2015, 2016 and 2017 that have not been filed~~INC. 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 $20,000 and $40,000 of interest and penalties accrued at December 31, 2018 and 2017, respectively.

~~Based~~NOTES ~~upon~~TO ~~management’s assessment~~CONSOLIDATED ofFINANCIAL 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 $3,867,226 and $904,000 as of December 31, 2018 and 2017, respectively. STATEMENTS

~~F-22~~(Stated in US Dollars)

~~REBEL~~3. ~~GROUP,~~Trade ~~INC.~~and other receivables

~~NOTES~~Trade and TOother ~~CONSOLIDATED~~receivables, ~~FINANCIAL~~net ~~STATEMENTS~~consisted of the following:

(Stated in US Dollars)

	As of December 31,
	2019			2018

Trade and other receivables	$	58,070		$	307,166
Less: allowance for doubtful debts		(4,522	)		(271,464	)
Trade and other receivables, net	$	53,548		$	35,702

~~12.~~Movement ~~Taxation~~of ~~(continued)~~allowance for doubtful accounts was as follows:

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

	As of December 31,
	2019			2018

Balance at beginning of the year	$	271,464		$	-
Provision for doubtful accounts		4,558			282,356
Write-off of bad debts		(271,464	)		-
Exchange rate effect		(36	)		(10,892	)
Balance at end of the year	$	4,522		$	271,464

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

Equipment

~~The~~Equipment ~~Company’s~~is ~~effective income~~comprised ~~tax rates were 0% and 2% for the years ended December 31, 2018 and 2017, respectively. Income tax mainly consists~~ of ~~foreign income tax at statutory rates and the effects of permanent and temporary differences.~~ :

The following table reconciles the U.S. statutory rates to the Company’s effective tax rate for the years ended December 31, 2018 and 2017.

	As of December 31,
	2019			2018

Equipment	$	153,575		$	135,010
Less: accumulated depreciation		(126,437	)		(111,164	)
Total equipment, net	$	27,138		$	23,846

	As of December 31,
	2018			2017
U.S. statutory rates		21	%		21	%
Foreign income not recognized in the U.S.		(21	%)		(21	%)
Effect of permanent difference (1)					2	%
Effective income tax rates		0	%		2	%

Depreciation expense for the years ended December 31, 2019 and 2018 were $14,400 and $26,595, respectively.

~~(1)~~5. ~~Permanent~~Intangible ~~difference consisted of mainly income tax non-deductible items, income tax penalty and interest.~~assets

~~Deferred~~Intangible ~~income taxes are recognized for tax consequences in future years of differences between the tax bases of~~ assets and liabilities and their reported amounts in the financial statements at each year-end and tax loss carry forwards. Deferred income tax was measured using the enacted income tax rates for the periods in which they are ~~expected to be reversed. The tax effects of temporary differences that give rise~~ tocomprised ~~the following approximate deferred tax liabilities as~~ of ~~December 31, 2018 and 2017 are presented below~~:

	As of December 31,
	2018			2017
	2019			2018
Unrealized fair value gains on long-term investment	$	278,634		$	3,145,874
Trademark	$	16,881		$	16,663
Television Production		96,675			95,425
Television Content		36,535			36,062
		150,091			148,150
Less: accumulated amortization		(87,748	)		(64,483	)
Total intangible assets, net	$	62,343		$	83,667

~~The~~No ~~tax~~significant ~~effects~~residual ofvalue is ~~temporary~~estimated ~~differences~~for these intangible assets. Amortization expense for the years ended December 31, 2019 and 2018, totaled $22,098 ~~from~~and ~~continuing~~$13,281, ~~operations~~respectively. ~~that~~The ~~give~~following ~~rise~~table torepresents the ~~Company’s~~total ~~deferred~~estimated ~~tax~~amortization of intangible assets ~~are~~for asthe ~~follows~~five succeeding years:

	As of December 31,
	Estimated Amortization Expense
	2018			2017
2020	$	13,129
Net operating loss carryforwards in the PRC	$	1,663,913		$	602,910
2021		13,129
Net operating loss carryforwards in Singapore		210,046			76,655
2022		13,129
Net operating loss carryforwards in the US		1,993,267			224,435
2023		13,129
Less: valuation allowance		(3,867,226	)		(904,000	)
2024		9,827
End of year		-			-
	$	62,343

F-2315

REBEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

136. ~~Related party transactions~~Goodwill

AsThe atchanges ~~December~~in ~~31,~~the ~~2018 and~~carrying ~~2017,~~amount ~~amounts~~of ~~due~~goodwill ~~to shareholders~~ were ~~$2,849,410~~as ~~and $1,178,675 respectively. The amounts are unsecured, interest free due on demand and does not have a fixed repayment date.~~ follows:

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

	As of December 31,
	2019		2018

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

	As of December 31,
	2018		2017
Beginning of year	$	1,028,719	$	978,974
Advances (Repayment) for the year, net		927,671		49,745
End of year	$	1,956,390	$	1,028,719

The Company performed its annual goodwill impairment review for the year ended December 31, 2018 based on Quaoyao’s current financial performance and management’s projection, and determined to fully impair the goodwill arising from acquisition of Quanyao of $6,509,942 for the year ended December 31, 2018.

A7. ~~summary~~Long-term ~~of changes in the amount due to the CEO of the Company is as follows:~~investment

	As of December 31,
	2018		2017
Beginning of year	$	149,956	$	47,458
Advances (Repayment) for the year, net		552,214		102,498
End of year	$	702,170	$	149,956

On January 30, 2015, MOXC issued a convertible promissory note to the Company for $7,782,000 (the “MOXC Note”). The MOXC Note would become 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 the shares of MOXC’s shares of common stock (the “MOXC Common Stock”) at the conversion price of $1.00 per share (“Conversion Price”), if the volume weighted average price (“VWAP”) of MOXC Common Stock for 30 trading days immediately prior to the date of conversion was higher than the Conversion Price. MOXC also has a right of first refusal to purchase the shares issuable upon conversion of the MOXC Note at the price of 80% of the VWAP of MOXC Common Stock for 30 trading days immediately prior to the date of the proposed repurchase by MOXC.

AOn ~~summary~~August 14, 2015, due to the VWAP of ~~changes~~the inMOXC Common Stock for 30 trading day prior to August 14, 2015 was higher than $1.00, which triggered the clause of ~~amount~~conversion ~~due~~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 ~~director~~result of the August Conversion, the remainder amount of the ~~Company~~MOXC isNote aswas ~~follows:~~$3,891,000.

	As of December 31,
	2018		2017
Beginning of year	$	-	$	-
Advances (Repayment) for the year, net		190,850		-
End of year	$	190,850	$	-

On September 28, 2015, MOXC notified the Company that it elected to convert the remainder of the MOXC Note, of $3,891,000 into 3,891,000 shares of the MOXC Common Stock (“September Conversion”). After the August Conversion and September Conversion, consequently, all of the MOXC Note was converted into the total of 7,782,000 shares of the MOXC Common Stock with no amount of the MOXC Note was outstanding as of December 31, 2015.

~~14.~~On ~~Commitments~~June 20, 2016, MOXC has approved a reverse stock split of the Company’s issued and ~~contingencies~~outstanding shares of common stock at a ratio of 1-for-2 (the “Reverse Stock Split”). As a result, 3,891,000 shares of the MOXC Common Stock are outstanding as of December 31, 2018.

~~Operating~~On ~~Lease~~April 22, 2019, MOXC approved a reverse stock split of the Company’s issued and outstanding shares of common stock at a ratio of 1-for-5 (the “Reverse Stock Split”). As a result, 778,200 shares of the MOXC Common Stock were outstanding as of April 22, 2019.

~~The~~On ~~Company’s~~May ~~subsidiaries~~1, 2019, MOXC requested ~~lease~~an ~~administrative~~oral ~~office~~hearing ~~space~~to ~~under~~appeal ~~various~~the ~~operating~~decision ~~lease~~of ~~rent~~the ~~expense~~Listing ~~amounted~~Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) to ~~$240~~delist MOXC’s securities from Nasdaq. The hearing was scheduled for June 6,~~280~~ ~~and~~2019. ~~$61~~On May 22,~~536~~ ~~for~~2019, ~~the~~MOXC ~~years~~announced ~~ended~~that ~~December~~it ~~31,~~had ~~2018~~been ~~and~~notified ~~2017~~by Nasdaq that its bid price deficiency had been cured, ~~respectively~~and that MOXC was now in compliance with all applicable listing standards.

~~Further~~On ~~minimum~~June ~~lease~~20, ~~payment~~2019, the Board ~~under~~of ~~non-cancelable~~Directors ~~operating~~of ~~leases~~the ~~are~~Company approved a distribution of 778,200 shares of MOXC’s common stock, $0.001 par value per share held by the Company. MOXC’s common stock was distributed to the shareholders of the Company who were shareholders of the Company as ~~follows:~~of January 29, 2015. As a result, the Company have not held any shares of the MOXC’s common stock since June 25, 2019.

Twelve months ending December 31,
	As of December 31,
~~2019~~	$2019	~~27,403~~		2018
2020		5,888
Cost	$	7,782,000		$	7,782,000
2021		-
Fair value adjustment		(5,766,462	)		(6,455,169	)
Total minimum lease payments	$	33,291
Distribution to certain shareholders		(2,015,538	)		-
Total long-term investment	$	-		$	1,326,831

~~F-24~~As of December 31, 2018, the fair value of MOXC was $0.341. For the year ended December 31, 2018, the fair value adjustment of ($10,786,280) was recorded in the accumulated other comprehensive loss.

~~REBEL~~For ~~GROUP~~the year ended December 31, ~~INC~~2019, the realized loss on the disposal of MOXC’s common stock was $5,766,462.

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~F-16

~~(Stated~~REBEL inGROUP, ~~US Dollars)~~INC.

~~14.~~NOTES ~~Commitments~~TO ~~and~~CONSOLIDATED ~~contingencies~~FINANCIAL ~~(continued)~~STATEMENTS

~~Legal~~(Stated ~~Proceeding~~in US Dollars)

~~From time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business~~8. ~~Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.~~Leases

OnThe ~~November 5, 2018, the~~ Company ~~was~~ ~~served~~has aoperating ~~summon~~ leases for aoffices ~~complaint~~and ~~filed~~warehouses. byAs ~~Ofsink,~~of ~~LLC~~January ~~(“Ofsink”) on September 13~~1, ~~2018~~2019, in the ~~Supreme~~Company’s ~~Court~~operating ~~of the~~leases ~~City~~were ofwith ~~New~~terms ~~York~~with ~~County~~twelve ofmonths ~~New~~or less. ~~York~~The ~~against the~~ Company. Byelected ~~filing~~not ~~the~~to ~~complaint,~~recognize ~~Ofsink~~leases ~~alleged,~~with ~~among~~terms ~~other~~of ~~claims,~~twelve ~~that the~~months ~~Company~~or ~~failed~~less ~~to pay for its legal services rendered~~ in the ~~amounts~~consolidated ~~set~~balance ~~forth~~sheets. onAt ~~uncontested invoices in~~ the lease ~~amount~~commencement ~~of $252~~date,~~822, and~~ ~~that~~the itCompany ~~sustained~~recognized ~~damages~~ROU inassets ~~the~~and ~~sum~~corresponding liabilities of $~~252~~93,~~822~~005. ~~plus~~As ~~interest and attorney’s fees as a result~~ of ~~the~~December ~~non-payment~~31, of2019, the ~~invoices~~Company ~~rendered.~~recognized ~~The~~ROU ~~complaint~~assets ~~seek,~~of ~~among other relief~~$85,789 ~~compensatory damages~~ and ~~plaintiff’s~~current ~~counsel’s~~operating ~~fees. On~~lease ~~December~~liabilities ~~18,~~of ~~2018~~$45,770, ~~Ofsink~~and ~~voluntarily~~long-term ~~dismissed~~operating ~~its~~lease liabilities ~~lawsuit~~of ~~against the Company without prejudice~~$40,926. ~~Ofsink~~The ~~informed~~average ~~the~~remaining ~~Company that~~lease itterm ~~had~~was ~~planned to sell a promissory note~~ approximately ~~the~~1.83 ~~amount~~years ~~Company~~as ~~owed~~of toDecember a31, ~~third party~~2019. The ~~Company~~discount ~~may expect the~~rate ~~third~~was ~~party~~8% ~~entitled~~for tothe ~~receive~~year ~~payment~~ended ofDecember ~~such~~31, ~~an instrument to enforce the promissory note~~2019.

OnLease ~~November~~expenses ~~12,~~were ~~2017~~$75,569 ~~Rebel signed~~and ~~a tenancy contract with Shanghai Konghui Property Development Co.~~$240,290 ~~Ltd.~~ for the ~~rooms~~year ~~in Grand Gateway Tower 1, NO.1 Hongqiao~~ended ~~Rd.,~~December ~~Xuhui District~~31, ~~Shanghai~~2019 ~~with~~and ~~a start date on November 15~~2018, ~~2017~~respectively. The ~~rental~~maturities ~~contract~~of ~~was~~lease ~~terminated~~liabilities ~~on July 12, 2018. Due to lapses~~ in ~~rental~~accordance ~~payment,~~with ~~the~~Lease ~~latter froze the bank account of Rebel and brought Rebel to court. On April 24, 2019, the Court ruled Rebel to pay a net amount of RMB 164,865.86~~ (~~net~~Topic ~~of deposit RMB 268,957.47~~842), ~~inclusive~~in each of ~~late payment interests. On June 18, 2019,~~ the ~~Court~~next ~~ordered~~two ayeas ~~legal~~as ~~proceeding~~of toDecember ~~extract the payment amount from Rebel’s bank account. On July 12~~31, 2019~~, the~~ ~~Court~~were ~~unfroze~~as ~~Rebel’s bank account.~~follows:

15. Subsequent events

Maturity of Lease liabilities Twelve months ending December 31,
2020	$	50,866
2021		42,388
Total lease payments		93,254
Less: imputed interest		(6,558	)
Present value of minimum operating lease payments	$	86,696

OnCash ~~January~~paid ~~29,~~for ~~March~~amounts ~~11,~~included ~~March~~in ~~13, March 20, March 29, and April 1 2019,~~ the ~~Company entered~~measurement ~~into a series~~ of ~~Subscription~~operating lease ~~Agreements~~liabilities ~~(the~~for ~~“Subscription Agreements”) with ten individual third party investors (~~the ~~“Investors”).~~year ~~The~~ended ~~Investors~~December ~~are~~31, ~~expected~~2019 towas ~~remit~~ $26,~~674,500~~219. inThe ~~exchange~~amortization ~~for~~of ~~1,617,001~~operating ~~shares~~lease right-of-use ~~the~~assets ~~Company’s~~for ~~common stock as determined pursuant to~~ the ~~terms~~year ~~and~~ended ~~conditions~~December ~~of the Subscription Agreements. As of April 4~~31, 2019, ~~the~~was ~~Company received~~ $17,~~500,000 from ten investors in full payment~~112.

~~Per~~Future ~~Subscription~~minimum ~~Agreement~~lease ~~with~~payment ~~Aetius Capital signed on March 14, 2019, Aetius Capital is expected to remit $500,000 and fully paid $500,000 on March 13, 2019 in exchange for 500,000 shares of the Company’s common stock~~ as ~~determined pursuant to the terms and conditions~~ of ~~the Subscription Agreements. The company unconditionally guaranteed to buy back the shares issued at 150% above the purchase price if the Company failed to list on the NASDAQ stock exchange by~~ December 31, 2019. were as follows:

On March 13, May 30, July 12, July 23 and August 9, 2019, the Company entered into a series of Subscription Agreement (the “Subscription Agreements II”) with another six third party investor (the “Investors II”). The Investors II are expected to remit $1,302,000 in exchange for 868,001 shares of the Company’s common stock as determined pursuant to the terms and conditions of the Subscription Agreement. As of August 30, 2019, the Company received $1,302,000 from those five investors in full payment.

Twelve months ending December 31,
2020	$	76,701
2021		46,653
Total lease payments	$	123,354

~~On March 11 2019, the Company entered into a Subscription Agreement (the “Subscription Agreement III”) with an individual third party investor (the “Investor III”)~~9. ~~The~~Convertible ~~Investor is expected to remit $125,000 in exchange for 100,000 shares of the Company’s common stock as determined pursuant to the terms~~ and ~~conditions~~short-term ~~of the Subscription Agreements. The Company has not yet received this payment as of August 30, 2019.~~loans

On February 14, July 23, July 25 and August 9 2019, the Company issued 1,525,164 shares of common stock with total value of $1,525,164 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.

	As of December 31,
	2019		2018

Convertible loans-repayable within one year	$	1,948,731	$	449,600
Short-term loans-repayable within one year		74,236		296,576
Total	$	2,022,967	$	746,176

The ~~foregoing~~interest ~~description~~expense offor convertible ~~the~~loans ~~terms~~for of the ~~Subscription~~years ~~Agreement~~ended ~~does~~December ~~not~~31, ~~purport~~2019 ~~to be complete~~ and is2018 ~~subject~~were to$74,661 and ~~qualified in its entirely by~~$50, ~~the full text of the Subscription Agreement~~492, ~~which is expected to be filed as an exhibit to the Company’s upcoming periodic report~~respectively.

Filing Compare · Rebel Group, Inc.