UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

 

FORM 10-K

 

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

For the fiscal year ended September 30, 2014

☐   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.)

 

Unit No. 304, New East Ocean Centre, No 9 Science Museum Road, T.S.T., Kowloon, Hong Kong		(852) 2723-8638
(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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ☐    No ☒

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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 or a smaller reporting company.  See definition of “large accelerated filer, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer  ☐                                                            Accelerated filer ☐                                     

Non-accelerated filer  ☐                                                              Smaller reporting company ☒

 

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒    No ☐ 

 

The aggregate market value of the voting common equity held by non-affiliates based upon the price at which Common Stock was last sold as of March 31, 2014, the last business day of the registrant’s most recently completed second fiscal quarter was approximately $48,300,000.

 

As of January 8, 2015, the number of shares of the registrant’s common stock outstanding was 2,300,118.

 

 

 

FORM 10-K

 

FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2014

 

TABLE OF CONTENTS

 

Cautionary Note Regarding Forward-Looking Statements

PART I
Item 1.	Business	4
Item 1A.	Risk Factors	9
Item 1B.	Unresolved Staff Comments	9
Item 2.	Properties	9
Item 3.	Legal Proceedings	9
Item 4.	Mine Safety Disclosure	9
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	9
Item 6.	Selected Financial Data	11
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	14
Item 8.	Financial Statements and Supplementary Data	14
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	14
Item 9A.	Controls and Procedures	14
Item 9B.	Other Information	16
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	16
Item 11.	Executive Compensation	18
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	19
Item 13.	Certain Relationships and Related Transactions, and Director Independence	20
Item 14.	Principal Accountant Fees and Services	20
PART IV
Item 15.	Exhibits and Financial Statement Schedules	21
SIGNATURES		23

 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This Annual Report on Form 10-K contains forward-looking statements. These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking 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 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 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 report 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 report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. 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, references in this Report to:

 

●	The “Company,” “we,” “us,” or “our,” are references to the combined business of the Rebel Group, Inc., a Florida corporation (“REBL”) and Moxian Intellectual Property Limited, a company formed under the laws of Samoa (“Moxian Samoa”).
●	“Moxian BVI” refers to Moxian Group Limited, a company incorporated under the laws of British Virgin Islands.
●	“Moxian HK” refers to Moxian (Hong Kong) Limited, a company incorporated under the laws of Hong Kong, a wholly-owned subsidiary of Moxian BVI.
●	“Moxian Shenzhen” refers to Moxian Technologies (Shenzhen) Co., Ltd., a company incorporated under the laws of the People’s Republic of China, a wholly-owned subsidiary of Moxian HK.
●	“Moxian Malaysia” refers to Moxian Malaysia SDN BHD, a wholly-owned subsidiary of Moxian HK.
●	“Common Stock” refers to the common stock, par value $.0001, of the Company;
●	“HK” refers to the Hong Kong;
●	“U.S. dollar,” “$” and “US$” refer to the legal currency of the United States;
●	“Securities Act” refers to the Securities Act of 1933, as amended; and
●	“Exchange Act” refers to the Securities Exchange Act of 1934, as amended.

Unless otherwise noted, all currency figures in this filing are in U.S. dollars. References to "yuan" or "RMB" are to the Chinese yuan (also known as the renminbi). According to the currency exchange website www.xe.com, as of January 8, 2015, US$1.00 =6.21314 yuan; 1 yuan= US$0.160959.

 

 

PART I

 

ITEM 1. BUSINESS

 

Introduction

 

Rebel Group, Inc. (“Rebel,” the “Company,” “we,” “our,” or “us”), formerly Inception Technology Group, Inc., Moxian Group Holdings, Inc., and First Social Networx Corp., was incorporated under the laws of the State of Florida on September 13, 2011. On April 16, 2013, the Company changed its name from “First Social Networx Corp.” to “Moxian Group Holdings, Inc.” with its trading symbol being “MOXG.” Also effective on April 16, 2013, the Company increased the number of shares that it is authorized to issue to a total of 600,000,000 shares, including 500,000,000 shares of Common Stock and 100,000,000 shares of preferred stock, par value $.0001 per share. In addition, the Company effected a 20-for-1 forward stock split of the Common Stock, without changing the par value or the number of authorized shares of the Common Stock (the “Forward Split”).

 

On April 25, 2013, pursuant to a Share Exchange Agreement, the Company completed a reverse acquisition of Moxian BVI and its wholly-owned subsidiaries, including Moxian HK, Moxian Shenzhen and Moxian Malaysia (the “Share Exchange Transaction”). The Company acquired the operating business of Moxian BVI and its subsidiaries and the Company ceased being a shell company as such term is defined under Rule 12b-2 under the Exchange Act. Since the incorporation of the business of Moxian BVI, the Company changed its business to licensing and commercializing the intellectual property of a social network platform that integrates social media and business into one single platform.

 

On February 17, 2014, the Company incorporated a new wholly-owned subsidiary, Moxian Intellectual Property Limited, under the laws of Samoa (“Moxian Samoa”). On February 19, 2014, Moxian HK and Moxian Shenzhen entered into an Assignment and Assumption Agreement with Moxian Samoa, where Moxian HK and Moxian Shenzhen assigned and transferred all of the intellectual property rights that they respectively owned in connection with the Moxian business (the “IP Rights”) to Moxian Samoa in consideration of $1,000,000. As a result, the Company owns and controls such IP Rights through Moxian Samoa.

 

On February 19, 2014, the shareholders 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 Moxian China, Inc. (“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 License and Acquisition Agreement, the Company also agreed to grant MOXC the exclusive right to use our IP Rights in Mainland China, Hong Kong, Taiwan, Malaysia, and other countries and regions where the Company conduct business (the “Licensed Territory”) as well as the exclusive right to solicit, promote, distribute and sell products and services in the Licensed Territory for five years (the “License”). In exchange for such License, MOXC agreed to pay to the Company: (i) $1,000,000 as license maintenance royalty each year commencing on the first anniversary of the date of the License and Acquisition Agreement; and (ii) 3% of the gross profit resulting from distribution and sale of our products and services on behalf of the Company as an earned royalty. In addition, MOXC has the right to acquire the new IP Rights that are developed by the Company and sub-license such rights to a third party. MOXC is also under the obligation to develop the social media market of our products and services in the Licensed Territory.

 

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 on 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.

 

Recent Development

 

Currently, the Company is seeking to acquire a new business in the field of promoting mixed martial art events and developing combat sports in Asia. Thus, effective on December 5, 2014, the Company changed its name from “Inception Technology Group, Inc.” to “Rebel Group, Inc.” with its trading symbol changed to “REBL.” Also effective on December 5, 2014, the Company effected a 1-for-20 reverse stock split (the “Reverse Split”) of its Common Stock, without changing the par value or the number of authorized shares of the Common Stock.

 

The following diagram sets forth the structure of the Company as of the date of this Report:

 

 

 

Information contained on our web site is not part of this Annual Report on Form 10-K or our other filings with the Securities and Exchange Commission (“SEC”).

 

 

Plan of Operation

 

The Company was a social network that integrated social media and business into one single platform (the “Moxian Platform”) and utilized a website and social media to promote business of its clients and assist them to find consumers online and bring them into real-world stores. After consummation of the transactions under the Assignment and Assumption Agreement and License and Acquisition Agreement, we changed our business to developing and commercializing our intellectual property rights that are related to the social media business based on the Moxian Platform (the “Moxian Business”).

 

After the filing of this Report, the Company plans to divest the Moxian Business by selling the equity interests in Moxian Samoa to MOXC and acquire a new business. Once the proceeds from the sale of Moxian Samoa(“Samoa Sales Proceeds”) are received, we plan to distribute the Samoa Proceeds as well as the unpaid proceeds in the amount of $1 million pursuant to the License and Acquisition Agreement (“License and Acquisition Unpaid Proceeds”) to the Company’s shareholders on a pro rata basis. The Company is also in the process of negotiating the acquisition of the business of Rebel Holdings Limited, which operates under the trade name “Rebel Fighting Championship” (“Rebel FC”), a company incorporated under the laws of British Virgin Islands. Rebel FC hosts mixed martial arts events and records and broadcasts TV programs featuring MMA fighting in Asian countries.

 

The Company is currently reviewing Rebel FC due diligence documents and files and there can be no assurance that the Company will successfully make an acquisition or that such acquisition will be successful for the Company and its shareholders. The completion of acquisition is contingent on the following factors:

 

●	Satisfaction of our due diligence investigation on Rebel FC,

●	Rebel FC providing U.S. GAAP audited financial statements for the past two fiscal years and the subsequent interim period, and

●	Rebel FC entering into binding acquisition agreements that are satisfactory to the Company.

  

Form of Acquisition

 

The Company plans to acquire the business of Rebel FC through a securities exchange which will make it become a wholly owned subsidiary of the Company. In addition, the present stockholders of the Company most likely will not have control of a majority of the voting stock of the Company following a transaction with Rebel FC. As part of such a transaction, the Company's existing directors may resign and new directors may be appointed without any vote by stockholders.

 

Rebel FC Business

 

Rebel Holdings Limited (“Rebel FC”), a BVI corporation founded on October 28, 2014 is a combat sports entertainment company that produces dynamic mixed martial arts (“MMA”) fighting events featuring top level athletic talent. Rebel FC also broadcasts live events and distributes videos of MMA fighting through internet, TV channels, and other social media. Prior to incorporation of Rebel FC, business was mainly conducted through its current operating subsidiary, Pure Heart Entertainment Pte. Ltd., which was incorporated in Singapore in 2000.

 

MMA is a full-contact combat sports that allows the use of both striking and grappling techniques, both standing and on the ground, from a variety of other combat sports and martial arts. The styles of martial arts can range from Brazilian Jiu-Jitsu, Judo, Karate, Boxing, Muay Thai, Wrestling, Jeet Kune Do, Taekwondo, Sanshou and various other forms of martial arts. One of the goals of Rebel FC is to promote MMA in Asian countries through hosting the events that attract the top talented fighters from all over the world.

 

 

We believe that Rebel FC is different from other MMA businesses because it integrates the introduction of the background information and stories of the athletes into the live broadcasting of fighting events. Rebel FC events are broadcast through television, internet and through other means of social media, and there are also pre-event live shows for MMA fans and media which are free-of-charge for participants. In 2014, Rebel FC successfully hosted two large scale events in Singapore. Rebel FC’s first big event, Into the Lion’s Den, was hosted on December 21, 2013 at the Singapore Indoor Stadium and 4,000 people attended the event. The second large-scale event, Battle Royale, was held on August 1, 2014 at the Suntec Singapore Convention and Exhibition Centre and approximately 5,000 audiences were present. While Rebel FC is dedicated to producing high quality shows throughout Singapore, Rebel FC plans to bring live MMA events to both China and Australia in 2015. Rebel FC plans to broadcast their MMA events through top sporting entertainment stations in each country, while also focusing on utilizing online platforms for internet streaming in order to reach audience in other countries. Rebel FC is currently in negotiation with several internet streaming providers, such as Go Fight Live. Rebel FC plans to broadcast and show its MMA events via TV channels in 2015 and 2016. Rebel FC is currently expanding its business to China. It plans to broadcast its MMA events in China in 2015. From 2015, Rebel FC plans to invest in developing a Pay Per View (“PPV”), which is a type of pay television service by which a subscriber of a television service provider can purchase events to view via private telecast.

 

By 2016, Rebel FC’s believes its PPV model can be deployed in China, Singapore, and Australia with support from selected service providers to enable paid online streaming of Rebel FC’s MMA events.

 

Moxian Business

 

The Company is currently engaged in the business of developing and commercializing intellectual property rights that are related to the social media businesses supported by the Moxian Platform.

 

License Agreement

 

On February 19, 2014, the Company entered into a License and Acquisition Agreement with Moxian China, Inc. (“MOXC”), pursuant to which the Company agreed to grant MOXC the exclusive right to use our IP Rights in Mainland China, Hong Kong, Taiwan, Malaysia, and other countries and regions where we conduct business, and the exclusive right to solicit, promote, distribute and sell products and services in the Licensed Territory for five years. In exchange for such License, MOXC agreed to pay to the Company: (i) $1,000,000 as license maintenance royalty each year commencing on the first anniversary of the date of the License and Acquisition Agreement; and (ii) 3% of the gross profit of distribution and sale of our products and services on behalf of the Company as an earned royalty. In addition, MOXC has the right to acquire the new IP Rights that are developed by the Company and sub-license such rights to a third party. MOXC is also under the obligation to develop the social media market in the Licensed Territory for our products and services.

 

Intellectual Property

 

The following are the intellectual property rights that the Company owns through Moxian Samoa, the details of which are set forth in the following table:

 

Trademarks

 

Type	Marks	Application No.	Country	Status
Trademark		85931344	United States of America	Pending
Trademark		302534274	Hong Kong	Approved
Trademark		13460714	China	Pending
Trademark		13460852	China	Pending
Trademark		10624504	China	Approved
Trademark	魔线	13461178	China	Pending
Trademark		10624435	China	Approved

  

 

Patent

 

The application to patent the marketing and promotional methods utilized by the Moxian Platform (Patent Application No. 201310734492.2) has been submitted. The marketing method to be patented is that online users (such as merchants) may use the statistics and data collected from consumers to promote and market their businesses on the Internet. The primary feature of such marketing method is that it can locate merchants that match consumers’ needs and provide a series of interactive tools for merchants to promote their sales, including, granting rewards points, granting reward prizes, providing online games for consumers to earn rewards points, etc.

 

Copyright

 

The copyright application of Moxian’s mascot “Moya” has been submitted by Moxian Shenzhen on December 2, 2013 (Application No. 201330592230.8). Moya is a mascot representing Moxian Platform. Below are some pictures of Moya with different expressions:

 

 

Regulations

 

As we engage in the business of licensing and commercializing our intellectual property rights in China, we should comply with the Chinese Regulations on Administration of Import and Export of Technology as well as rules and regulations of trademark licensing pursuant to the Trademark Law of China.

 

Employees

 

As of September 30, 2014, the Company had 3 employees working in administration.

 

Available Information

 

The Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company is subject to the informational requirements of the Exchange Act and files or furnishes reports, proxy statements, and other information with the SEC. Such reports and other information filed by the Company with the SEC are available on the SEC’s website. The public may read and copy any materials filed by the Company with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Room 1580, Washington, D.C.  20549.  The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov. The contents of these websites are not incorporated into this filing. Further, the Company’s references to the URLs for these websites are intended to be inactive textual references only. 

 

 

Principal Executive Offices

 

Our principal executive office is located at Unit No. 304, New East Ocean Centre, No 9 Science Museum Road, T.S.T., Kowloon, Hong Kong.  Our principal telephone number at such location is (852) 2723-8638.

 

ITEM 1A. RISK FACTORS

 

Disclosure in response to this item is not required of a smaller reporting company.

 

ITEM 1B. UNRESOLVED STAFF COMMENTS

 

Disclosure in response to this item is not required of a smaller reporting company.

 

ITEM 2. PROPERTIES

 

The Company currently does not own any properties. For our headquarter, we are renting the office from our corporate secretary, H.K.I.C Consultants Limited for an annual rent of HKD$10,000 (or approximately $1,290). The Company believes that the aforementioned office space will be sufficient for its current needs.

 

ITEM 3. LEGAL PROCEEDINGS

 

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business.  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.  There are currently no legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

PART II

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Our common stock is currently trading on the OTC Market Group’s OTCQB.  Our common stock was traded under the symbol “FSCN” until April 16, 2013 and later changed to “MOXG” until July 23, 2014. The symbol for our common stock was subsequently changed to “ITGU.” Since January 6, 2015, our common stock is trading under the symbol “REBL.” Our common stock did not trade prior to June 18, 2013. Trading in stocks quoted on the OTCQB is often thin and is characterized by wide fluctuations in trading prices due to many factors that may have little to do with a company’s operations or business prospects. We cannot assure you that there will be a market for our common stock in the future.

  

OTCQB 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.

 

 

For the periods indicated, the following table sets forth the high and low bid prices per share of common stock. The following quotations reflect the high and low bids for our shares of common stock based on inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions. The following prices reflect a 1-for-5 reverse split of its common stock on July 23, 2014.

  

		High				Low
Fiscal Year 2013*		Bid				Bid
First Quarter*		$	-			$	-
Second Quarter*		$	-			$	-
Third Quarter*		$	-			$	-
Fourth Quarter		$	0.8			$	0.28

 

		High				Low
Fiscal Year 2014		Bid				Bid
First Quarter		$	0.34			$	0.19
Second Quarter		$	0.38			$	0.21
Third Quarter		$	0.21			$	0.18
Fourth Quarter		$	1.10			$	0.85

 

* The Company’s Common Stock did not trade until June 2013.

 

As of January 8, 2015, the last sale price reported on the OTCQB for the Company’s Common Stock was approximately $1.01 per share.

 

Holders

 

As of the date of this Annual Report, we had 2,300,118 shares of our Common Stock par value, $.0001 issued and outstanding. There were approximately 571 beneficial owners of our common stock.

 

Transfer Agent and Registrar

 

The Transfer Agent for our capital stock is Island Stock Transfer, located at 15500 Roosevelt Boulevard, Suite 301.

 

Penny Stock Regulations

 

The Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share. Our Common Stock, when and if a trading market develops, may fall within the definition of penny stock and be subject to rules that impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000, or annual incomes exceeding $200,000 individually, or $300,000, together with their spouse).

 

For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser’s prior written consent to the transaction. Additionally, for any transaction, other than exempt transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the 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, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market 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 (“FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced 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.

 

Dividend Policy

 

Any future determination as to the declaration and payment of dividends on shares of our Common Stock will be made at the discretion of our board of directors out of funds legally available for such purpose. We are under no contractual obligations or restrictions to declare or pay dividends on our shares of Common Stock. In addition, we currently have no plans to pay such dividends. Our board of directors currently intends to retain all earnings for use in the business for the foreseeable future.

 

Equity Compensation Plan Information

 

Currently, there is no equity compensation plan in place.

 

Unregistered Sales of Equity Securities

 

None.

 

Purchases of Equity Securities by the Registrant and Affiliated Purchasers

 

We have not repurchased any shares of our common stock during the fiscal year ended September 30, 2014.

 

ITEM 6. SELECTED FINANCIAL DATA

 

Disclosure in response to this item is not required of a smaller reporting company.

 

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Introduction

 

The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and the notes to those financial statements appearing elsewhere in this Report.

 

Certain statements in this Report constitute forward-looking statements. These forward-looking statements include statements, which involve risks and uncertainties, regarding, among other things, (a) our projected sales, profitability, and cash flows, (b) our growth strategy, (c) anticipated trends in our industry, (d) our future financing plans, and (e) our anticipated needs for, and use of, working capital. They are generally identifiable by use of the words “may,” “will,” “should,” “anticipate,” “estimate,” “plan,” “potential,” “project,” “continuing,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend,” or the negative of these words or other variations on these words or comparable terminology. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur. You should not place undue reliance on these forward-looking statements.

 

 

The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events.

 

The "Company", "we," "us," and "our," refer to (i) Rebel Group, Inc. (formerly, Inception Technology Group, Inc.), a Florida corporation, and (ii) Moxian Intellectual Property Limited, a Samoa company.

 

Overview

 

The Company was a social network that integrated social media and business into the Moxian Platform and utilized a website and social media to promote business of its clients and assist them to find consumers online and bring them into real-world stores. After consummation of the transactions under the Assignment and Assumption Agreement and License and Acquisition Agreement, we changed our business to licensing and commercializing our intellectual property rights that are related to the social media business based on the Moxian Platform (the “Moxian Business”).

 

After the filing of this Report, the Company plans to divest the Moxian Business by selling the equity interests in Moxian Samoa to MOXC and acquire a new business. Once the proceeds from the sale of Moxian Samoa are received, we plan to distribute the Samoa Proceeds as well as the License and Acquisition Unpaid Proceeds to the Company’s shareholders on a pro rata basis. The Company is also in the process of negotiating the acquisition of the business of Rebel Holdings Limited, which operates under the trade name “Rebel Fighting Championship” (“Rebel FC”), a company incorporated under the laws of British Virgin Islands. Rebel FC hosts mixed martial arts events and records and broadcasts TV programs featuring MMA fighting in Asian countries.

 

The Company is currently reviewing Rebel FC due diligence documents and files and there can be no assurance that the Company will successfully make an acquisition or that such acquisition will be successful for the Company and its shareholders. The completion of acquisition is contingent on the following factors:

 

       ●       Satisfaction of our due diligence investigation on Rebel FC,

 

       ●       Rebel FC providing U.S. GAAP audited financial statements for the past two fiscal years and the subsequent interim period, and

 

       ●       Rebel FC entering into acquisition documents that are satisfactory to the Company.

 

As of September 30, 2013 and September 30, 2014, our accumulated deficits were $945,153 and ($790,279), respectively. Our stockholders’ equity (deficiency) was $991,653 and ($735,279) respectively. We have so far generated nil in revenue. Our losses have principally been attributed to operating expenses, administrative and other operating expenses.

 

Results of Operations

 

For the year ended September 30, 2014 compared with the year ended September 30, 2013

 

Gross Revenues

 

The Company received sales revenues of $0 in the year ended September 30, 2014 compared to $0 being generated in the year ended September 30, 2013.

 

Operating Expenses

 

Operating expenses for the years ended September 30, 2014 and September 30, 2013, were $8,347 and nil, respectively. The expenses consisted of filing fees, professional fees, payroll and benefits and other general expenses.

 

We expect that our general and administrative expenses will continue to increase as we incur additional costs to support the growth of our business.

 

 

Net Loss

 

Net income (loss) for the years ended September 30, 2014 and September 30, 2013, were $1,735,496 and ($759,181), respectively. Basic and diluted net profit (loss) per share amounted to $0.01 and ($0.00) respectively for the years ended September 30, 2014 and September 30, 2013.

 

The increase in net profit was mainly due to the gain from on disposal of subsidiaries in February 2014.

 

Liquidity and Capital Resources

 

At September 30, 2014 we had working capital of $991,653 with cash on hand of $0 as compared to working capital of $1,000,072 with our cash of $753,098 as of September 30, 2013.

 

Net cash used in operating activities for the year ended September 30, 2014 was $1,207,446 as compared to $766,887 for the year ended September 30, 2013. The cash used in operating activities are mainly for filing fees, professional fees, payroll and benefits and general expenses.

 

Currently, we have limited operating capital. We expect that our current capital and our other existing resources will be sufficient only to provide a limited amount of working capital, and the revenues, if any, generated from our business operations alone may not be sufficient to fund our operations or planned growth.

 

We will likely require additional capital to continue to operate our business, and to further expand our business. 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

 

Critical Accounting Policies and Estimates

 

Use of Estimates

 

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

 

Recently Issued Accounting Pronouncements

 

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

 

Going Concern

 

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive activities and business development. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.

 

Off-Balance Sheet Arrangements

 

As of September 30, 2014, we did not have any off-balance sheet arrangements.

 

 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Disclosure in response to this item is not required of a smaller reporting company.

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

The Company's consolidated financial statements, together with the report of the independent registered public accounting firm thereon and the notes thereto, are presented beginning at page F-1.The Company’s balance sheets as of September 30, 2014 and 2013 and the related statements of operations, changes in stockholders’ deficit and cash flows for the years then ended have been audited by Dominic K.F. Chan & Co. Dominic K.F. Chan & Co is an independent registered public accounting firm. These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and pursuant to Regulation S-K as promulgated by the Securities and Exchange Commission and are included herein pursuant to Part II, Item 8 of this Form 10-K. The financial statements have been prepared assuming the Company will continue as a going concern.

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

None.

 

ITEM 9A. CONTROLS AND PROCEDURES

 

Disclosures Control and Procedures

 

Our 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 Exchange Act 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:

 

●	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.

 

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.

 

 

As of September 30, 2014, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) 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.

 

The 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: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of September 30, 2014.

 

Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors 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.

 

Management’s Remediation Initiatives

 

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

 

We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. And we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.

 

Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.

 

We anticipate that these initiatives will be at least partially, if not fully, implemented by the end of fiscal year 2015. Additionally, we plan to test our updated controls and remediate our deficiencies in year 2015.

 

 

Changes in internal controls over financial reporting

 

Except the following, there was no change in our internal controls over financial reporting that occurred during the period covered by this Report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting:

 

This annual 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.

 

ITEM 9B. OTHER INFORMATION

 

None.

 

PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

The following table sets forth the name and position of our current executive officers and directors.

 

Name		Age		Position
Liew Kwong Yeow		59		President, Chief Executive Officer and sole Director

 

Mr. Liew Kwong Yeow, age 59, has more than 25 years of experience in several multi-national organizations, such as Matsushita Denki, General Motors, Intel as well as Urmet Telecoms Italy. He held senior positions and mainly responsible for quality, engineering and procurement of related products and services. In 2006, Mr. Liew was instrumental in setting up the first manufacturing plant of Urmet Telecommunications Torino Italy in China and fine-tuning its supply chains, and with Mr. Liew’s assistance, the entire operations of Urmet became significantly competitive in the China markets. Prior to that, Mr. Liew was the General Manager of Aztech Singapore’s plant in China from 2001 through 2005. During 1992 through 2001, he served as the head of QA Operations of the manufacturing facilities of Pheonix Mecano Switzerland in Singapore. Mr. Liew received his diploma in Electrical Engineering from Singapore Polytechnics University in 1974. He also completed the management study programs in: City and Guilds regarding Electrical and Electronics in 1974, Industrial Training Board at MOE Singapore in 1976, Matsushita DENKI Management Development Program in 1978, General Motors Institute in 1983 and Intel University in 1987. Mr. Liew is fluent in English and Chinese. 

 

The Board of Director reached a conclusion that Mr. Liew should serve as a Director of the Company based on his extensive experience in management.

 

All directors hold office until the next annual meeting of shareholders and until their successors have been duly elected and qualified. Directors are elected at the annual meetings to serve for one-year terms.  Any non-employee director of the Company or its subsidiaries is reimbursed for expenses incurred for attendance at meetings of the Board and any committee of the board of directors although no such committee has been established.

 

Each officer is appointed by the board of directors and holds his office at the pleasure and discretion of the board of directors or until his earlier resignation, removal or death.

 

There are no material proceedings to which any director, officer or affiliate of the Company, any owner of record or beneficially of more than five percent of any class of voting securities of the Company, or any associate of any such director, officer, affiliate of the Company or security holder is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries.

 

Director Independence

 

Our securities are not listed on a national securities exchange or in an inter-dealer quotation system which has requirements that directors be independent.  We do not have majority of independent directors.

 

 

Committees of the Company’s Board of Directors

 

Because our board of directors currently consists of two members, we do not have a standing nominating, compensation or audit committee.  Rather, our full board of directors performs the functions of these committees. Also, we do not have a “financial expert” on our board of directors as that term is defined by Item 401(e)(2) of Regulation S-K. We do not believe it is necessary for our board of directors to appoint such committees because the volume of matters that come before our board of directors for consideration permits the Board of Directors to give sufficient time and attention to such matters to be involved in all decision making. Additionally, because our Common Stock is not listed for trading or quotation on a national securities exchange, we are not required to have such committees. In considering candidates for membership on the Board of Directors, the Board of Directors will take into consideration the needs of the Board of Directors and the candidate's qualifications. The Board of Directors will request such information as:

 

●	The name and address of the proposed candidate;
●	The proposed candidates resume or a listing of his or her qualifications to be a director of the Company;
●	A description of any relationship that could affect such person's qualifying as an independent director, including identifying all other public company board and committee memberships;
●	A confirmation of such person's willingness to serve as a director if selected by the Board of Directors; and
●	Any information about the proposed candidate that would, under the federal proxy rules, be required to be included in the Company's proxy statement if such person were a nominee.

 

Once a person has been identified by the Board of Directors as a potential candidate, the Board of Directors may collect and review publicly available information regarding the person to assess whether the person should be considered further. Generally, if the person expresses a willingness to be considered and to serve on the Board of Directors and the Board of Directors believes that the candidate has the potential to be a good candidate, the Board of Directors would seek to gather information from or about the candidate, including through one or more interviews as appropriate and review his or her accomplishments and qualifications generally, including in light of any other candidates that the Board of Directors may be considering. The Board of Director's evaluation process does not vary based on whether the candidate is recommended by a shareholder.

 

The Board of Directors will, from time to time, seek to identify potential candidates for director nominees and will consider potential candidates proposed by the Board of Directors and by management of the Company.

 

Meetings of the Board of Directors

 

During its fiscal year ended September 30, 2014, the Board of Directors did not meet on any occasion, but rather transacted business by unanimous written consent.

 

Board Leadership Structure and Role in Risk Oversight

 

Our Board recognizes that the leadership structure and combination or separation of the chief executive officer and chairman roles is driven by the needs of the Company at any point in time.  Currently, Mr. Liew serves as the sole officer and director of the Company.  We have no policy requiring the combination or separation of leadership roles and our governing documents do not mandate a particular structure.  This has allowed, and will continue to allow, our Board the flexibility to establish the most appropriate structure for our company at any given time.

 

 

Code of Ethics

 

Our Board of Directors will adopt a new 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 new code will address, 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. 

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

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

 

ITEM 11. EXECUTIVE COMPENSATION

 

The following table sets forth all compensation earned or awarded by our Chief Executive Officer and Chief Financial Officer and other “named executive officers” for our last two completed fiscal years:

 

Name and Principal Position

Year

Salary ($)

Bonus ($)

Stock Awards ($)

Option Awards ($)

Non-Equity Incentive Plan Compensation ($)

Change in Pensions Value and Non-Qualified Compensation Earnings

All Other Compensation ($)

Total ($)

Liew Kwong Yeow(1)

2014

$

–

–

–

–

–

–

–

–

President and CEO

2013

$

–

–

–

–

–

–

–

–

 

(1)

Mr. Liew is serving as the Company’s President and CEO since February 27, 2013.

 

The Company does not have an employment agreement with Mr. Liew and Mr. Liew has not received any compensation during the fiscal year of 2014.  We do not provide any employee benefit programs to our employees other than a periodic grant of warrants.

 

Outstanding Equity Awards at Fiscal Year-End

 

No unexercised options or warrants were held by any of our named executive officers at September 30, 2014. No equity awards were made during the fiscal year ended September 30, 2014.

 

Director Compensation

 

The following table sets forth the compensation paid to our directors during the years ended September 30, 2014, and 2013.

 

DIRECTOR COMPENSATION
Name and Position		Year				Fees Earned or Paid in Cash ($)				Option Awards ($)				All Other Compensation ($)				Total ($)
Liew Kwong Yeow (1)			2014				0				0				0				0
			2013				0				0				0				0
Lin Kuan Liang Nicolas (2)			2014				0				0				0				0
			2013				0				0				0				0

 

	(1)	Mr. Liew is serving as the Company’s director since February 27, 2013.
	(2)	Mr. Lin served as the Company’s director from February 27, 2013 to May 5, 2014.

 

 

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

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.

 

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

Liew Kwong Yeow 407 Sinming Garden #09-209 Singapore 570407

CEO and Director

Common Stock, $0.0001 par value

0

-

All officers and directors as a group (1 person named above)

Common Stock, $0.0001 par value

0

-

5% Securities Holders

Medicode Group Limited Unit No 304, New East Ocean Centre, No 9 Science Museum Road, T.S.T., Kowloon, Hong Kong

Common Stock, $0.0001 par value

1,050,000

45.65

%

Bright Growth Capital Limited Unit No 304, New East Ocean Centre, No 9 Science Museum Road, T.S.T., Kowloon, Hong Kong

Common Stock, $0.0001 par value

400,000

17.39

%

  

(1)

Beneficial ownership is determined in accordance with the rules of the 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 Report, (a) the numerator is the number of shares of the class beneficially owned by such person or entity, including shares which may be acquired within 60 days on exercise of warrants or options and conversion of convertible securities, and (b) the denominator is the sum of (i) the total shares of common stock outstanding on as of the date of this Annual Report (2,300,118 shares), and (ii) the total number of shares that the beneficial owner may acquire upon exercise of the derivative securities. Unless otherwise stated, each beneficial owner has sole power to vote and dispose of its shares. The number of shares has reflected the result of the 1-for-5 reverse split of Common Stock effected on July 23, 2014 and the 1-for-20 reverse split of Common Stock effected on December 5, 2014.

 

 

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE

 

Except as set forth below, we have not been a party to any transaction since October 1, 2012, in which the amount involved in the transaction exceeded or will exceed the lesser of $120,000 or one percent of the average of our total assets as at the year-end for the last two completed fiscal years and in which any of our directors, executive officers or beneficial holders of more than 5% of our capital stock, or any immediate family member of, or person sharing the household with, any of these individuals, had or will have a direct or indirect material interest.

 

Our policy is that a contract or transaction either between the Company and a director, or between a director and another company in which he is financially interested is not necessarily void or void-able if the relationship or interest is disclosed or known to the board of directors and the stockholders are entitled to vote on the issue, or if it is fair and reasonable to our company.

 

ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES

 

Audit Fees

 

The following table sets forth the aggregate fees billed to the Company by its independent registered public accounting firm, Dominic K.F. Chan & Co, for the fiscal years indicated.

 

ACCOUNTING FEES AND SERVICES		2014				2013
Audit fees		$	17,500			$	36,154
Audit-related fees			-				-
Tax fees		$	-			$	-
All other fees			-				-
Total		$	17,500			$	36,154

 

The category of “Audit fees” includes fees for our annual audit, quarterly reviews and services rendered in connection with regulatory filings with the SEC, such as the issuance of comfort letters and consents.

 

The category of “Audit-related fees” includes employee benefit plan audits, internal control reviews and accounting consultation.

 

All above audit services and audit-related services were pre-approved by the Board of Directors, which concluded that the provision of such services by Dominic K.F. Chan & Co. was compatible with the maintenance of the firm’s independence in the conduct of its audits.

 

 

ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

(a)

Financial Statements

 

The following are filed as part of this report:

 

Financial Statements

 

The following financial statements of Rebel Group, Inc. and Report of Independent Registered Public Accounting Firm are presented in the “F” pages of this Report:

 

	Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F – 2
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets as of September 30, 2014 and September 30, 2013	F – 3
Consolidated Statements of Operations for the years ended September 30, 2014 and September 30, 2013 and for the Period from September 13, 2011 (inception) to September 30, 2014	F – 4
Consolidated Statements of Changes in Stockholders’ Equity for the years ended September 30, 2014 and September 30, 2013 and for the Period from September 13, 2011 (inception) to September 30, 2014	F – 5
Consolidated Statements of Cash Flows for the year ended September 30, 2014 and September 30, 2013 and for the Period from September 13, 2011 (inception) to September 30, 2014	F – 6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	F – 7 to F – 22

 

 

(b)

Exhibits

 

The following exhibits are filed or “furnished” herewith:

 

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.*
10.1		Assignment and Assumption Agreement, dated February 19, 2014, among Moxian HK, Moxian Shenzhen and Moxian Samoa. (incorporated by reference herein to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 25, 2014).
10.2		License and Acquisition Agreement, dated February 21, 2014, among the Company, MOXC, Moxian BVI and Moxian CN Samoa. (incorporated by reference herein to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 25, 2014).
21.1		List of Subsidiaries. *
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;*
32.1		Certification of Chief Executive Officer and 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.**

 

*     Filed herewith.

 

**

Users of this data are advised pursuant to Rule 406T of Regulation S-X that this interactive data file is deemed not filed or part of a registration statement or prospectus for the purpose of section 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

 

SIGNATURES

 

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.

 

Date: January 8, 2015	REBEL GROUP, INC.
	By:	/s/ Liew Kwong Yeow
		Liew Kwong Yeow Chief Executive Officer

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

Date: January 8, 2015	/s/  Liew Kwong Yeow
	Liew Kwong Yeow
	Chief Executive Officer and Director

 

 

REBEL GROUP, INC.

(Formerly known as Inception Technology Group, Inc.)

(A CORPORATION IN THE DEVELOPMENT STAGE)

 

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2014 AND 2013 

(Stated in US Dollars)

 

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 

	PAGES
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-1
CONSOLIDATED BALANCE SHEETS	F-2
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME	F-3
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY	F-4
CONSOLIDATED STATEMENTS OF CASH FLOWS	F-5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	F-6–F-22

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Stockholders of

REBEL GROUP, INC.

 

We have audited the accompanying consolidated balance sheets of Rebel Group, Inc. (the “Company”), a development stage company, as of September 30, 2014 and 2013 and the related consolidated statements of operations, shareholders’ equity and other comprehensive income, and cash flows, for the years ended September 30, 2014 and 2013. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

 

In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2014 and 2013 and the results of its operations and their cash flows for the years ended September 30, 2014 and 2013 in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company is in the development stage and has minimal operations. Its ability to continue as a going concern is dependent upon its ability to develop additional sources of capital, develop websites, generate advertising income, and ultimately, achieve profitable operations. These conditions raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Dominic K.F. Chan & Co

Certified Public Accountants

Hong Kong, January 8, 2015

 

 

REBEL GROUP, INC.

(A DEVELOPMENT STAGE COMPANY)

 

CONSOLIDATED BALANCE SHEETS

(Stated in US Dollars)

 

		As of
		Sept 30, 2014				Sept 30, 2013
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$	-			$	753,098
Accounts receivable			-				1,032.00
Prepayments, deposits and other receivables			991,653				74,148.00
Total current assets			991,653				828,278
Property and equipment, net (Note 3)			-				171,794
TOTAL ASSETS		$	991,653			$	1,000,072
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accrued liabilities		$	-			$	39,379
Unearned revenue			-				4,782
Loans from former shareholders (Note 4)			-				1,691,190
Total current liabilities			-				1,735,351
Total liabilities		$	-			$	1,735,351
STOCKHOLDERS’ EQUITY
Capital stock (Note 5)
Common stock: 500,000,000 authorized ; $0.0001 par value; 46,000,000 shares issued and outstanding*		$	4,600			$	4,600
Additional paid-in capital			41,900				41,900
Surplus (deficit) accumulated during the development stage			945,153				(790,343	)
Accumulated other comprehensive income			-				8,564
Total stockholders’ equity (deficit)			991,653				(735,279	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	991,653			$	1,000,072

 

*The number of shares of common stock has been retroactively restated to reflect the 20-for-1 forward stock split effected on April 16, 2013, and reflect the 1-for-5 reverse split of its issued and outstanding common stock effected on July 9, 2014.

 

See accompanying notes to consolidated financial statements

 

 

REBEL GROUP, INC.

(A DEVELOPMENT STAGE COMPANY)

 

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Stated in US Dollars)

 

										For the period
										from Inception
		For the				For the				Sept 13, 2011
		year ended				year ended				to
		Sept 30, 2014				Sept 30, 2013				Sept 30, 2014
Revenues, net		$	-			$	-			$	-
Cost and expenses
Cost of sales			-				-				-
Depreciation and amortization expenses			-				-				-
Selling, general and administrative expenses			8,347				-				39,095
Loss from operations			(8,347	)			-				(39,095	)
Other income
Gain on disposal of subsidiaries			2,551,298				-				2,551,298
Loss from continuing operations before income tax			2,542,951				-				2,512,203
Income tax expenses			-				-				-
Net profit (loss) from continuing operations			2,542,951				-				2,512,203
Loss from discontinued operations, net of tax			(807,455	)			(759,181	)			(1,567,050	)
Net profit (loss)			1,735,496				(759,181	)			945,153
Foreign currency translation adjustments			-				-				-
Comprehensive income (loss)		$	1,735,496			$	(759,181	)		$	945,153
Earnings per share (note 6)
Basic and diluted:
Net profit (loss)		$	0.04			$	(0.02	)
Net profit (loss) from continuing operations			0.06				0.00
Net profit (loss) from discontinuing operations		$	(0.02	)		$	(0.02	)
Basic and diluted weighted average common shares outstanding*			46,000,000				46,000,000

 

*The number of shares of common stock has been retroactively restated to reflect the 20-for-1 forward stock split effected on April 16, 2013, and reflect the 1-for-5 reverse split of its issued and outstanding common stock effected on July 9, 2014.

 

See accompanying notes to consolidated financial statements

 

  

REBEL GROUP, INC.

(A DEVELOPMENT STAGE COMPANY)

 

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Stated in US Dollars)

 

														Accumulated
														surplus				Accumulated
										Additional				(deficit)				other
		Common Stock*								paid in				development				comprehensive
		Shares				Amount				capital				stage				income				Total
Balance at Inception, September 13, 2011			-			$	-			$	-			$	-			$	-			$	-
Common shares issued to Founder for cash at $.00025 per share (par value $.0001) on September 13, 2011			36,000,000				3,600				5,400				-				-				9,000
Net loss			-				-				-				(2,100	)			-				(2,100	)
Balance, September 30, 2011			36,000,000			$	3,600			$	5,400			$	(2,100	)		$	-			$	6,900
Common shares issued to Investor for cash at $.00375 per share (par value $.0001) on March 14, 2012			10,000,000				1,000				36,500				-				-				37,500
Net loss			-				-				-				(29,062	)			-				(29,062	)
Balance, September 30, 2012			46,000,000			$	4,600			$	41,900			$	(31,162	)		$	-			$	15,338
Cancelled of 105,000,000 shares by a shareholder on April 25, 2013			(21,000,000	)			(2,100	)			-				-				-				(2,100	)
Issuance of 105,000,000 shares for a share exchange transaction on April 25, 2013			21,000,000				2,100				-				-				-				2,100
Net loss			-				-				-				(759,181	)			-				(759,181	)
Foreign currency adjustment			-				-				-				-				8,564				8,564
Balance, September 30, 2013			46,000,000			$	4,600			$	41,900			$	(790,343	)		$	8,564			$	(735,279	)
Net profit			-				-				-				1,735,496				-				1,735,496
Foreign currency adjustment			-				-				-				-				(8,564	)			(8,564	)
Balance, September 30, 2014			46,000,000			$	4,600			$	41,900			$	945,153			$	-			$	991,653

 

*The number of shares of common stock has been retroactively restated to reflect the 20-for-1 forward stock split effected on April 16, 2013, and reflect the 1-for-5 reverse split of its issued and outstanding common stock effected on July 9, 2014.

 

See accompanying notes to consolidated financial statements

 

 

REBEL GROUP, INC.

(A DEVELOPMENT STAGE COMPANY)

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Stated in US Dollars)

 

										For the period
		For the				For the				from Inception
		year				year				Sept 13, 2011
		ended				ended				to
		Sept 30, 2014				Sept 30, 2013				Sept 30, 2014
OPERATING ACTIVITIES
Net profit (loss)		$	1,735,496			$	(759,181	)		$	945,153
Loss from discontinued operations			807,455				759,181				1,567,050
Loss from continuing operations			2,542,951				-				2,512,203
Gain on disposal of subsidiaries			(2,551,298	)			-				(2,551,298	)
Changes in operating assets and liabilities:
Increase in deposits, prepayments and other receivables			(991,653	)			-				(991,653	)
Net cash used in operating activities - continuing operations			(1,000,000	)			-				(1,030,748	)
Net cash used in operating activities - discontinued operations			(207,446	)			(766,887	)			(964,183	)
Net cash used in operating activities			(1,207,446	)			(766,887	)			(1,994,931	)
INVESTING ACTIVITIES
Net cash used in investing activities - continuing operations			-				-				-
Net cash used in investing activities - discontinued operations			(2,680	)			(197,107	)			(199,787	)
Net cash used in investing activities			(2,680	)			(197,107	)			(199,787	)
FINANCING ACTIVITIES
Capital stock issued for cash			-				-				4,650
Paid In capital			-				-				41,850
Net cash provided by financing activities - continuing operations			-				-				46,500
Net cash provided by financing activities - discontinued operations			457,028				1,691,190				2,148,218
Net cash provided by financing activities			457,028				1,691,190				2,194,718
Effect of foreign currency translation			-				8,564				-
Net (decrease) increase in cash and cash equivalents			(753,098	)			727,196				-
Cash and cash equivalents, beginning of year			753,098				17,338				-
Cash and cash equivalents, end of year		$	-			$	753,098			$	-
Supplemental cash flow disclosures:
Cash paid for interest expense		$	-			$	-			$	-
Cash paid for income taxes		$	-			$	-			$	-

 

See accompanying notes to consolidated financial statements

 

 

REBEL GROUP, INC.

(A DEVELOPMENT STAGE COMPANY)

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

 

1.	Organization and nature of operations

 

Rebel Group, Inc. (f/k/a Inception Technology Group, Inc., the “Company”) was incorporated under the laws of the State of Florida on September 13, 2011. Effective on April 16, 2013, the Company changed its name from “First Social Networx Corp.” to “Moxian Group Holdings, Inc.” with its trading symbol being “MOXG.” Also effective on April 16, 2013, the Company increased the number of shares that it is authorized to issue to a total of 600,000,0000 shares, including 500,000,000 shares of common stock, par value $.0001 per share (“Common Stock”) and 100,000,000 shares of preferred stock, par value $.0001 per share. In addition, the Company effected a 20-for-1 forward stock split of the Common Stock, without changing the par value or the number of authorized shares of the Common Stock (the “Forward Split”).

 

On April 25, 2013, pursuant to a Share Exchange Agreement, the Company completed a reverse acquisition of Moxian BVI and its wholly-owned subsidiaries, including Moxian HK, Moxian Shenzhen and Moxian Malaysia (the “Share Exchange Transaction”). The Company acquired the operating business of Moxian BVI and its subsidiaries and the Company ceased being a shell company as such term is defined under Rule 12b-2 under the Exchange Act. Since the incorporation of the business of Moxian BVI, the Company changed its business to develop social network platform that integrates social media and business into one single platform.

 

On February 17, 2014, the Company incorporated a new wholly-owned subsidiary Moxian Intellectual Property Limited under the laws of Samoa (“Moxian Samoa”). On February 19, 2014, Moxian HK and Moxian Shenzhen entered into an Assignment and Assumption Agreement with Moxian Samoa, where Moxian HK and Moxian Shenzhen assigned and transferred all of the intellectual property rights that they respectively owned in connection with the Moxian business (the “IP Rights”) to Moxian Samoa for consideration of $1,000,000. As a result, the Company owns and controls such IP Rights through Moxian Samoa.

 

On February 19, 2014, the shareholders 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 Moxian China, Inc., a company with no affiliation with the Company or its subsidiaries (“MOXC”), pursuant to which the Company will sell, convey, and transfer 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”) in consideration of an aggregate of $1,000,000. The License and Acquisition Agreement was 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.

 

 

REBEL GROUP, INC.

(A DEVELOPMENT STAGE COMPANY)

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

 

1.	Organization and nature of operations (Continued)

 

Under the License and Acquisition Agreement, the Company also agreed to grant MOXC the exclusive right to use our IP Rights in Mainland China, Hong Kong, Taiwan, Malaysia, and other countries and regions where we conduct business (the “Licensed Territory”), and the exclusive right to solicit, promote, distribute and sell Moxian products and services in the Licensed Territory for five years (the “License”). In exchange for such License, MOXC agreed to pay to the Company: (i) $1,000,000 as license maintenance royalty each year commencing from the second year from the date of the License and Acquisition Agreement; and (ii) 3% of the gross profit of distribution and sale of our products and services on behalf of the Company as an earned royalty. In addition, MOXC has the right to acquire the new IP Rights that are developed by the Company and sub-license such rights to a third party. MOXC is also under the obligation to develop the social media market in the Licensed Territory of our products and services.

 

The purpose for the consummation of the transactions under the License and Acquisition Agreement is that the Company is considering entering into a new industry while maintaining a stream of income from its prior business. The Company anticipates entering into a letter of intent to acquire a new business upon satisfaction of due diligence being conducted by the Company.

 

On July 9, 2014, the Company amended its Articles of Incorporation to change its corporate name from “Moxian Group Holdings, Inc.” to “Inception Technology Group Inc.” and implement a 1-for-5 reverse split of its issued and outstanding Common Stock.

 

The Company is in the development stage as defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915. Among the disclosures required by FASB ASC 915 are that the Company’s consolidated financial statements be identified as those of a development stage company, and that the statements of earnings, retained earnings and stockholders’ equity and cash flows disclose activity since the date of the Company’s inception. The fiscal year end is September 30.

 

The Company's consolidated financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not generated significant revenue since inception and has never paid any dividends and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. Since September 13, 2011 (inception), the Company has revenue of nil, other income of $2,551,298 and has incurred an accumulated surplus of $945,153.

 

The Company is currently devoting its efforts to develop intellectual property rights relating to social networking website and through which to generate servicing income.  The Company’s ability to continue as a going concern is dependent upon its ability to develop additional sources of capital, develop websites, generate servicing income, and ultimately, achieve profitable operations. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

 

 

REBEL GROUP, INC.

(A DEVELOPMENT STAGE COMPANY)

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

 

2.	Summary of principal accounting policies

 

Basis of presentation

 

The accompanying consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America.

 

Revenue recognition

 

Revenue are recognized when persuasive evidence of an arrangement exists; delivery has occurred or services have been rendered; the price is fixed or determinable; and collectability is reasonably assured.

 

Use of estimates

 

The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Cash and cash equivalents

 

The Company considers all short-term highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less to be cash equivalents.

 

Income taxes

 

The Company utilizes FASB Accounting Standard Codification Topic 740 (“ASC 740”) “Income taxes” (formerly known as SFAS No. 109, "Accounting for Income Taxes"), which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

 

ASC 740 “Income taxes” (formerly known as Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of Statement of Financial Accounting Standards No. 109 (“FIN 48”)) clarifies the accounting for uncertainty in tax positions. This interpretation requires that an entity recognizes in the consolidated financial statements the impact of a tax position, if that position is more likely than not of being sustained upon examination, based on the technical merits of the position. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company has elected to classify interest and penalties related to unrecognized tax benefits, if and when required, as part of income tax expense in the statements of operations. The adoption of ASC 740 did not have a significant effect on the consolidated financial statements.

 

 

REBEL GROUP, INC.

(A DEVELOPMENT STAGE COMPANY)

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

 

2.	Summary of principal accounting policies (Continued)

 

Comprehensive income

 

The Company has adopted FASB Accounting Standard Codification Topic 220 (“ASC 220”) “Comprehensive income” (formerly known as SFAS No. 130, “Reporting Comprehensive Income”), which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Accumulated other comprehensive income represents the accumulated balance of foreign currency translation adjustments of the Company.

 

Fair value of financial instruments

 

The carrying values of the Company’s financial instruments, including cash and cash equivalents, trade and other receivables, deposits, trade and other payables approximate their fair values due to the short-term maturity of such instruments. The carrying amounts of borrowings approximate their fair values because the applicable interest rates approximate current market rates.

 

Earnings per share

 

Basic earnings 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.

 

FASB Accounting Standard Codification Topic 260 (“ASC 260”), “Earnings Per Share,” requires that employee equity share options, non-vested shares and similar equity instruments granted to employees be treated as potential common shares in computing diluted earnings per share. Diluted earnings per share should be based on the actual number of options or shares granted and not yet forfeited, unless doing so would be anti-dilutive. The Company uses the “treasury stock” method for equity instruments granted in share-based payment transactions provided in ASC 260 to determine diluted earnings per share.

 

Website development costs

 

The Company recognized the costs associated with developing a website in accordance with ASC 350-50 “Website Development Cost” that codified the American Institute of Certified Public Accountants (“AICPA”) Statement of Position (“SOP”) NO. 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use”. Relating to website development costs the Company follows the guidance pursuant to the Emerging Issues Task Force (EITF) NO. 00-2, “Accounting for Website Development Costs”. The website development costs are divided into three stages, planning, development and production. The development stage can further be classified as application and infrastructure development, graphics development and content development. In short, website development cost for internal use should be capitalized except content input and data conversion costs in content development stage.

 

Costs associated with the website consist primarily of website development costs paid to third parties. These capitalized costs will be amortized based on their estimated useful life over three years upon the website becoming operational. Internal costs related to the development of website content will be charged to operations as incurred. Web-site development costs related to the customers are charged to cost of sales.

 

  

REBEL GROUP, INC.

(A DEVELOPMENT STAGE COMPANY)

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

 

2.	Summary of principal accounting policies (continued)

 

Plant and Equipment

 

Plant and equipment 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:

 

	Computers	3 years
	Office equipment	3 years
	Furniture and fixtures	3 years
	Leasehold improvements	Shorter of estimated useful life or term of lease

 

Recently issued accounting pronouncements

 

The FASB has issued Accounting Standards Update (ASU) No. 2014-06, Technical Corrections and Improvements Related to Glossary Terms. The amendments in this ASU relate to glossary terms and cover a wide range of Topics in the FASB’s Accounting Standards Codification™ (Codification). These amendments are presented in four sections:

 

1. Deletion of Master Glossary Terms (Section A) arising because of terms that were carried forward from source literature (e.g., FASB Statements, EITF Issues, and so forth) to the Codification but were not utilized in the Codification.

 

2. Addition of Master Glossary Term Links (Section B) arising from Master Glossary terms whose links did not carry forward to the Codification.

 

3. Duplicate Master Glossary Terms (Section C) arising from Master Glossary terms that appear multiple times in the Master Glossary with similar, but not identical, definitions.

 

4. Other Technical Corrections Related to Glossary Terms (Section D) arising from miscellaneous changes to update Master Glossary terms.

 

The amendments do not have transition guidance and are effective upon issuance for both public entities and nonpublic entities.

 

The FASB has issued Accounting Standards Update (ASU) No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The amendments in the ASU change the criteria for reporting discontinued operations while enhancing disclosures in this area. It also addresses sources of confusion and inconsistent application related to financial reporting of discontinued operations guidance in U.S. GAAP.

 

Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. Those strategic shifts should have a major effect on the organization’s operations and financial results. Examples include a disposal of a major geographic area, a major line of business, or a major equity method investment.

 

 

REBEL GROUP, INC.

(A DEVELOPMENT STAGE COMPANY)

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

 

2.	Summary of principal accounting policies (Continued)

 

Recently issued accounting pronouncements (Continued)

 

In addition, the new guidance requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations.

 

The new guidance also requires disclosure of the pre-tax income attributable to a disposal of a significant part of an organization that does not qualify for discontinued operations reporting. This disclosure will provide users with information about the ongoing trends in a reporting organization’s results from continuing operations.

 

The amendments in this ASU enhance convergence between U.S. GAAP and International Financial Reporting Standards (IFRS). Part of the new definition of discontinued operation is based on elements of the definition of discontinued operations in IFRS 5, Non-Current Assets Held for Sale and Discontinued Operations.

 

The amendments in the ASU are effective in the first quarter of 2015 for public organizations with calendar year ends. For most nonpublic organizations, it is effective for annual financial statements with fiscal years beginning on or after December 15, 2014. Early adoption is permitted.

 

The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on results of operations, financial condition, or cash flows, based on current information.

 

In addition, the new guidance requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations.

 

The new guidance also requires disclosure of the pre-tax income attributable to a disposal of a significant part of an organization that does not qualify for discontinued operations reporting. This disclosure will provide users with information about the ongoing trends in a reporting organization’s results from continuing operations.

 

The amendments in this ASU enhance convergence between U.S. GAAP and International Financial Reporting Standards (IFRS). Part of the new definition of discontinued operation is based on elements of the definition of discontinued operations in IFRS 5, Non-Current Assets Held for Sale and Discontinued Operations.

 

The amendments in the ASU are effective in the first quarter of 2015 for public organizations with calendar year ends. For most nonpublic organizations, it is effective for annual financial statements with fiscal years beginning on or after December 15, 2014. Early adoption is permitted.

 

The FASB has issued Accounting Standards Update (ASU) No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The issue is the result of a consensus of the FASB Emerging Issues Task Force.

 

 

REBEL GROUP, INC.

(A DEVELOPMENT STAGE COMPANY)

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

 

3.	Property and equipment, net

 

			As of
			Sept 30, 2014				Sept 30, 2013
	Computers		$	-			$	66,928
	Office equipment			-				23,400
	Furniture and fixtures			-				11,638
	Leasehold improvements			-				95,728
	Total property and equipment			-				197,694
	Less:  accumulated depreciation and amortization			-				(25,900	)
	Total property and equipment, net		$	-			$	171,794

  

The depreciation expenses for the years ended September 30, 2014 and 2013 were nil and $11,088, respectively.

 

4.	Loans from former shareholders

  

The loans were made to the Company and were unsecured, interest free and will be due and payable in 12 months. Details of the loans were as follows:

 

			As of
	Repayment due date		Sept 30, 2014				Sept 30, 2013
	April 29, 2014		$	-			$	69,903
	May 30, 2014			-				81,282
	August 9, 2014			-				853,462
	April 17, 2014			-				13,057
	January 24, 2014			-				77,371
	May 19, 2014			-				5,803
	May 22, 2014			-				100,325
	May 30, 2014			-				100,325
	April 29, 2014			-				368,385
	September 10, 2014			-				21,277
			$	-			$	1,691,190

 

 

REBEL GROUP, INC.

(A DEVELOPMENT STAGE COMPANY)

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

 

5.	Shareholders’ equity

 

Prior to April 16, 2013, the authorized capital stock of the Company consisted of 250,000,000 shares of Common Stock with a par value of $0.0001. The Company issued 9,000,000 shares of our Common Stock to Marilyn Stark(the “Stark”), our former CEO and former sole Director, on September 13, 2011 for cash in the amount of $9,000 (per share price of $.001).

 

The Company sold 2,500,000 shares of Common Stock to a group of Investors on March 14, 2012 for cash in the amount of $37,500 (per share price of $.015).

 

On February 27, 2013, Stark entered into a Securities Purchase Agreement with (the “Purchase Agreement”) with three accredited investors (the “Purchasers”), pursuant to which Stark sold to the Purchasers her 9,000,000 shares of Common Stock of the Company.

 

On April 16, 2013, the Company amended its Articles of Incorporation to: (i) change the Company’s name from “First Social Networx Corp.” to “Moxian Group Holdings, Inc.”, (ii) increase the total authorized shares of Common Stock from 250,000,000 shares to 500,000,000 shares and additionally authorize a total of 100,000,000 shares of preferred stock, par value $.0001 per share, and (iii) implement a 20-for-1 Forward Split. As a result of the Forward Split, the number of outstanding Common Stock increased from 11,500,000 shares to 230,000,000 shares and the par value of Common Stock remains the same.

 

On April 25, 2013, the Company entered into a Share Exchange Agreement with Moxian BVI and Medicode Group Limited, the sole stockholder of Moxian BVI (the “Moxian Stockholder”). Pursuant to the Share Exchange Agreement, on April 25, 2013, the Moxian Stockholder transferred 100% of the equity interests of Moxian BVI held by it to the Company, in consideration for an aggregate of 105,000,000 newly issued shares of our Common Stock. The shares of our Common Stock received by the Moxian Stockholder in such transactions constitute approximately 45.65% of our issued and outstanding Common Stock giving effect to the issuance of shares pursuant to the Share Exchange Agreement.

 

On July 9, 2014, the Company amended its Articles of Incorporation (the “Amendments”) to: (i) change its corporate name from “Moxian Group Holdings, Inc.” to “Inception Technology Group, Inc.”, and (ii) to implement a 1-for-5 reverse split of its issued and outstanding common stock (“Common Stock”) (the “Reverse Split”).

 

On July 23, 2014, the Financial Industry Regulatory Authority approved and declared the Amendments to be effective. As a result of the Reverse Split, 230,000,000 shares of Common Stock prior to the Reverse Split decreased and without any further action from the Company’s stockholders, to 46,000,000 shares of common stock. The Reverse Split will not alter the total number of the authorized shares or the par value of the shares of the Company.

 

There are no warrants or options outstanding to acquire any additional shares of common stock of the Company.

 

REBEL GROUP, INC.

(A DEVELOPMENT STAGE COMPANY)

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

 

6.	Earnings per share

 

			For the years ended September 30,
			2014				2013
	Net profit (loss) for computing earnings per share		$	1,735,496			$	(759,181	)
	Net profit (loss) from continuing operations for computing earnings per share			2,542,951				-
	Net loss from discontinuing operations for computing earnings per share		$	(807,455	)		$	(759,181	)
	Weighted-average shares of common stock outstanding in computing net loss per common stock*
	Basic			46,000,000				46,000,000
	Dilutive shares			-				-
	Diluted			46,000,000				46,000,000
	Basic and diluted earnings per share:
	Net profit (loss)		$	0.04			$	(0.02	)
	Net profit (loss) from continuing operations			0.06				0.00
	Net profit (loss) from discontinuing operations		$	(0.02	)		$	(0.02	)

 

*The number of shares of common stock has been retroactively restated to reflect the 20-for-1 forward stock split effected on April 16, 2013, and reflect the 1-for-5 reverse split of its issued and outstanding common stock effected on July 9, 2014.

 

 

REBEL GROUP, INC.

(A DEVELOPMENT STAGE COMPANY)

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

 

7.	Income taxes

 

The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the periods presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses and other temporary differences, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not. For the period September 13, 2011 (date of inception) through September 30, 2014, the Company incurred losses, resulting from operating activities, which result in deferred tax assets at the effective statutory rates. The deferred tax asset has been off-set by an equal valuation allowance.

 

8.	Commitments and contingencies

 

Legal Proceeding

 

There has been no legal proceeding in which the Company is a party for the year ended September 30, 2014.

 

9.	Discontinued operations

 

On February 21, 2014, the Company completed the sale of Moxian BVI and its subsidiaries pursuant to the License and Acquisition Agreement. A total gain of $2,551,298 was recorded in the Company’s statement of operations and comprehensive income for the year ended September 30, 2014.

 

The following operational results for the disposal subsidiaries for the period from October 1, 2013 to February 20, 2014, which was also accounted as loss from discontinued operations, net of tax in the statement of operations and comprehensive income for the year ended September 30, 2014:

 

	Revenues, net		$	96,964
	Cost and expenses
	Cost of sales			2,476
	Depreciation and amortization expenses			19,915
	Selling, general and administrative expenses			882,028
	Loss from operations			(807,455	)
	Income tax expenses			-
	Net loss			(807,455	)

 

 

REBEL GROUP, INC.

(A DEVELOPMENT STAGE COMPANY)

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

 

10.	Subsequent events

 

There were no events or transactions other than those disclosed in this report, if any, that would require recognition or disclosure in our Financial Statements for the year ended September 30, 2014.

 

 

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

AND NOTES THERETO

 

The accompanying unaudited condensed pro forma combined financial information consists of the combined balance sheet as of September 30, 2014 of Rebel Group, Inc., (f/k/a Inception Technology Group, Inc., the “Company” or “Rebel Group”) was incorporated under the laws of the State of Florida, and Pure Heart Entertainment Pte Ltd, a Singapore corporation (“Pure Heart”) and their combined statements of operations for the year ended September 30, 2014, as though the transactions therein described had occurred on the balance sheet date and at the commencement of the period presented. The objective of this pro forma is to show what the significant effects on historical financial information might have been had the herein described transaction occurred at an earlier date.

 

The Company intends to enter into a share exchange agreement with the shareholders of Rebel Holdings Limited (“Rebel”) by the end of January 2015. Pursuant to the share exchange agreement (the “Exchange Agreement”) the Company intends to issue 20,700,000 shares of its common stock, par value $.0001 per share in exchange for 50,000 shares of ordinary shares, par value $1.00 per share of Rebel, constituting all of the issued and outstanding securities of Rebel (the “Share Exchange”). The condensed pro forma combined financial information presents historical financial statements, pro forma adjustments and the pro forma results.

 

 

REBEL GROUP, INC.

PRO FORMA COMBINED INCOME STATEMENT (UNAUDITED)

FOR THE YEAR ENDED SEPTEMBER 30, 2014

 

		Rebel				Pure				Pro forma				Pro forma
		Group				Heart				Adjustment				Total
Revenues, net			-				1,107,767								1,107,767
Cost and expenses
Cost of sales			-				555,169								555,169
Depreciation and amortization expenses			-				14,955								14,955
Selling, general and administrative expenses			8,347				356,033								364,380
Loss from operations			(8,347	)			181,610								173,263
Other income
Gain on disposal of subsidiaries			2,551,298				-								2,551,298
Loss from continuing operations before income tax			2,542,951				181,610								2,724,561
Income tax expenses			-				8,045								8,045
Net profit from continuing operations			2,542,951				173,565								2,716,516
Loss from discontinued operations, net of tax			(807,455	)			-								(807,455	)
Net profit			1,735,496				173,565								1,909,061

 

 

REBEL GROUP, INC.

PRO FORMA COMBINED INCOME STATEMENT (UNAUDITED)

FOR THE YEAR ENDED SEPTEMBER 30, 2014

(Continued)

 

Earnings per share
Basic and diluted:
Net profit			0.04
Net profit from continuing operations			0.06
Net loss from discontinuing operations			(0.04	)
Basic and diluted weighted average common shares outstanding			46,000,000

 

 

REBEL GROUP, INC.

PRO FORMA COMBINED BALANCE SHEET (UNAUDITED)

AS AT SEPTEMBER 30, 2014

 

		Rebel				Pure				Pro forma				Pro forma
		Group				Heart				Adjustment				Total
ASSETS
CURRENT ASSETS
Cash and cash equivalents			-				50,835								50,835
Trade and other receivables			991,653				200,973								1,192,626
Total current assets			991,653				251,808								1,243,461
Property and equipment, net			-				71,835								71,835
Intangible assets			-				144,179								144,179
TOTAL ASSETS			991,653				467,822								1,459,475
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accruals and other payables			-				41,846								41,846
Due to a shareholder			-				65,711								65,711
Income tax payables			-				7,930								7,930
Total current liabilities			-				115,487								115,487
Total liabilities			-				115,487								115,487

 

 

REBEL GROUP, INC.

PRO FORMA COMBINED BALANCE SHEET (UNAUDITED)

AS AT SEPTEMBER 30, 2014

(Continued)

 

STOCKHOLDERS’ EQUITY
Capital stock
Common stock			4,600				237,893				(235,823	)(1)			6,670
Additional paid-in capital			27,500				-				235,823	(1)			263,323
Surplus accumulated during the development stage			959,553				118,745								1,078,298
Accumulated other comprehensive income			-				(4,303	)							(4,303	)
Total stockholders’ equity			991,653				352,335								1,343,988
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY			991,653				467,822								1,459,475

 

 

NOTES TO PRO FORMA FINANCIAL STATEMENTS

 

Notes to the Unaudited Condensed Combined Pro Forma Financial Information:

 

(1)	Reflect the issuance of 20,700,000 shares of common stock by Rebel Group, Inc., for the acquisition of all issued and outstanding shares of capital stock of Rebel.

 

 

F-22