Amended Current Report Filing (8-k/a)
December 15 2017 - 5:24PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 2)
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
December
15, 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.
2 on Form 8-K/A (this “Amendment No. 2”) is being filed to amend the Current Report on Form 8-K (the “Initial
Form 8-K”) and Amendment No. 1, filed on December 14, 2017, 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. 2 to amend the Initial Form 8-K in order to include the required financial statements
and pro forma financial information that were 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. 2 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. 2 as Exhibit 99.2 and incorporated herein by reference.
(b) Pro
Forma Financial Information.
Attached to this Amendment
No. 2 as Exhibit 99.3 are the following pro forma financial statements of the Company, in each case giving effect to the Company’s
acquisition of Qingdao, which are incorporated herein by reference:
(1) Unaudited pro forma
condensed combined balance sheet as of September 30, 2017, and the notes thereto; and
(2) Unaudited pro forma
condensed combined statements of operations for the nine months ended September 30, 2017 and the year ended December 31, 2016,
and the notes thereto.
The following exhibits
are hereby filed as part of this Amendment No. 2:
(d) Exhibits.
Exhibit
No
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Description
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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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99.3
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Unaudited pro forma condensed combined balance
sheet as of September 30, 2017, and the notes thereto, and the unaudited pro forma condensed combined statements of operations
for the nine months ended September 30, 2017 and the year ended December 31, 2016 of the Company, and the notes thereto, giving
effect to the Company’s acquisition 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 15, 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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