Amended Current Report Filing (8-k/a)
December 14 2017 - 4:33PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
December 14, 2017 (October 5, 2017)
Commission
File No. 333-177786
REBEL
GROUP, INC.
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(Exact
Name of Registrant as Specified in its Charter)
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Florida
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45-3360079
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(State
or Other Jurisdiction of
Incorporation or
Organization)
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(I.R.S.
Employer
Identification No.)
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7500A
Beach Road, Unit 12-313, The Plaza
Singapore
199591
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+6562941531
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(Address
of Principal Executive Offices and Zip Code)
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(Registrant’s
Telephone Number, Including Area Code)
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N/A
Former
name or former address, if changed since last report
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
This
Amendment No. 1 on Form 8-K/A (this “Amendment No. 1”) is being filed to amend the Current Report on Form 8-K (the
“Initial Form 8-K”) filed by Rebel Group, Inc. (the “Company”) with the Securities and Exchange Commission
on October 5, 2017. As previously reported in the Initial Form 8-K, on October 5, 2017, the Company completed its acquisition
of Qingdao Quanyao Sports Consulting Ltd, a company organized under the laws of PRC (“Qingdao”). In the Initial Form
8-K, the Company stated its intention to file the financial statements and pro forma financial information required by parts (a)
and (b) of Item 9.01 of Form 8-K not later than seventy-one (71) calendar days after the date that the Initial Form 8-K was required
to be filed with the Securities and Exchange Commission. Pursuant to the instructions to Item 9.01 of Form 8-K, the Company hereby
files this Amendment No. 1 to amend the Initial Form 8-K in order to include the required financial statements that was previously omitted.
Item 9.01.
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Financial
Statements and Exhibits
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(a) Financial
Statements of Business Acquired.
(1)
The audited consolidated balance sheet of Qingdao as of December 31, 2016, and the related consolidated statements of operations,
comprehensive income, changes in member’s equity (deficit), and cash flows for the fiscal year ended December 31, 2016,
and the notes to the consolidated financial statements of Qingdao, and the Report of Centurion ZD CPA Ltd., Independent Auditors,
dated December 13, 2017, which are attached to this Amendment No. 1 as Exhibit 99.1 and incorporated herein by reference.
(2)
The unaudited condensed consolidated balance sheets of Qingdao as of September 30, 2017 and September 30, 2016, and the related
unaudited condensed consolidated statements of operations, comprehensive loss, change in member’s equity (deficit) and cash
flows for the nine month period ended September 30, 2017 and September 30, 2016, and the notes to the condensed consolidated financial
statements of Qingdao, which are attached to this Amendment No. 1 as Exhibit 99.2 and incorporated herein by reference.
The
following exhibits are hereby filed as part of this Amendment No. 1:
(d)
Exhibits.
Exhibit
No
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Description
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23.1
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Consent
of Centurion ZD CPA Ltd., Independent Auditors to Qingdao.
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99.1
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Audited
consolidated balance sheet of Qingdao as of December 31, 2016, and the related consolidated statements of operations, comprehensive
income, changes in member’s equity (deficit), and cash flows for the fiscal year ended December 31, 2016, and the notes
to the consolidated financial statements of Qingdao, and the Report of Centurion ZD CPA Ltd., Independent Auditors, dated
December 13, 2017.
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99.2
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Unaudited
condensed consolidated balance sheets of Qingdao as of September 30, 2017 and September 30, 2016 and the related unaudited
condensed consolidated statements of operations, comprehensive loss, change in member’s equity (deficit) and cash flows
for the nine months ended September 30, 2017 and September 30, 3016, and the notes to the condensed consolidated financial
statements of Qingdao.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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Rebel
Group, Inc.
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Date:
December 14, 2017
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By:
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/s/
Aan Yee Leong, Justin
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Aan
Yee Leong, Justin
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President,
Chief Executive Officer,
Director Principal Executive Officer,
Principal Financial and Accounting Officer
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2
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