UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  December 5, 2014

 

REBEL GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Florida   333-177786   45-3360079

(State or other jurisdiction
of incorporation)

  (Commission File
Number) 		 

(IRS Employer
Identification No.)

 

Unit No. 304, New East Ocean Centre, No 9 Science Museum Road, T.S.T.,

Kowloon, Hong Kong

(Address of Principal Executive Offices)

 

   Inception Technology Group, Inc.

(former name or former address, if changed since last report) 

 

Tel: (852) 2723-8638

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 
 

  

ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.

 

The information in Item 5.03 with respect to the reverse stock split of Rebel Group, Inc. (f/k/a Inception Technology Group, Inc., the “ Company ”) is hereby incorporated by reference.

 

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

 

Effective December 5, 2014, the Company amended its Articles of Incorporation (the “ Amendments ”) to: (i) change the Company’s name from “Inception Technology Group, Inc.” to “Rebel Group, Inc.” (the “ Name Change ”), and (ii) implement a 1-for-20 reverse stock split of its issued and outstanding common stock, par value $.0001 per share (the “ Reverse Split ”).

 

In addition, as a result of the Name Change, our trading symbol became “ITGUD” for 20 business days after the effectiveness of the Name Change and will be changed to a new symbol “REBL” thereafter. Our new CUSIP number is 75617J105. As a result of the Reverse Split, 46,000,091 shares of common stock issued and outstanding immediately before the Reverse Split decreased automatically, and without any further action from the Company’s stockholders, to 2,300,005 shares of common stock. The authorized number and par value of common stock were unchanged. The Amendments became effective on December 5, 2014, which was approved by the Financial Industry Regulatory Authority. A copy of the Amendments is filed herewith as Exhibit 3.1.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 

(d) Exhibits

 

3.1 Articles of Amendment to the Company’s Articles of Incorporation.

      

2
 

  

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Rebel Group, Inc.
       
Date: December 9, 2014 By : /s/ Liew Kwong Yoew
    Name:  Liew Kwong Yoew  
    Title:    Chief Executive Officer  

 

 

3

 

Exhibit 3.1

 

COVER LETTER

 

TO: Amendment Section

        Division of Corporations

 

NAME OF CORPORATION: Inception Technology Group, Inc.                     

 

DOCUMENT NUMBER: P11000081729                                               _               

 

The enclosed Articles of Amendment and fee are submitted for filing.

 

Please return all correspondence concerning this matter to the following:

 

  Gracie Zhou  
  Name of Contact Person  
     
  Ofsink, LLC  
  Firm/Company  
     
  230 Park Ave, Suite 851  
  Address  
     
  New York, NY 10169  
  City/State and Zip Code  
     
  gzhou@golawintl.com  
  E-mail address: (to be used for future annual report notification)  

 

For further information concerning this matter, please call:

 

Gracie Zhou  at   (646) 6277326
Name of Contact Person   Area Code & Daytime Telephone Number

 

Enclosed is a check for the following amount made payable to the Florida Department of State:

 

☐ $35 Filing Fee   ☐ $43.75 Filing Fee & Certificate of Status   ☐ $43.75 Filing Fee & Certified Copy (Additional copy is enclosed)   ☐ $52.50 Filing Fee & Certificate of status Certified Copy (Additional Copy is enclosed)

 

  Mailing Address   Street Address  
 

Amendment Section

Division of Corporations

P.O. Box 6327

Tallahassee, FL 32314

 

Amendment Section

Division of Corporations

Clifton Building

2661 Executive Centre Circle

Tallahassee, FL 32301

 

 

 
 

 

Articles of Amendment

to

Articles of Incorporation

of

 

Inception Technology Group, Inc.  
(Name of Corporation as currently filed with the Florida Dept of State)  
   
P11000081729  
(Document Number of Corporation (if known)  

 

Pursuant to the provisions of section 607,1006, Florida Statutes, this Florida Profit Corporation adopts the following amendment(s) to its Articles of Incorporation:

 

A. If amending name, enter the new name of the corporation:

 

Rebel Group, Inc.                                              The new name must be distinguishable and contain the word “corporation,” “company,” or “incorporated” or the abbreviation “Corp.,” “Inc.,” or “co.,” or the designation “Corp,” “Inc.” or “Co”. A professional corporation name must contain the word “chartered,” “professional association,” or the abbreviation “P.A.”

 

B. Enter new principal office address, if applicable: Unit No. 304, New East Ocean Centre
(Principal office address MUST BE A STREET ADDRESS ) No. 9 Science Museum Road, T.S.T.
  Kowloon, Hong Kong
   
C. Enter new mailing address, if applicable: Unit No. 304, New East Ocean Centre
    (Mailing address MAY BE A POST OFFICE BOX ) No. 9 Science Museum Road T.S.T.
  Kowloon, Hong Kong

 

D. If amending the registered agent and/or registered office address in Florida, enter the name of the new registered agent and/or the new registered office address:

 

Name of New Registered Agent  
     
     
  (Florida street address)  

 

New Registered Office Address: , Florida    
  (City)   (Zip Code)

 

New Registered Agent’s Signature, If changing Registered Agent:

I hereby accept the appointment as registered agent, I am familiar with and accept the obligations of the position.

 

________________________________________________

Signature of New Registered Agent, if changing

 

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If amending the Officers and/or Directors, enter the title and name of each officer/director being removed and title, name, and address of each Officer and/or Director being added:

(Attach additional sheets, if necessary)

 

Please note the officer/director title by the first letter of the office title:

P - President; V - Vice President; T- Treasurer; S - Secretary; D - Director; TR – Trustee; C - Chairman or Clerk; CEO - Chief Executive Officer; CFO – Chief Financial Officer; If an officer/director holds more than one title, list the first letter of each office held. President, Treasurer, Director would be PTD.

 

Changes should be noted in the following manner. Currently John Doe is listed as the PST and Mike Jones is listed as the V. There is a change Mike Jones leaves the corporation, S ally Smith is named the V and S. These should be noted as John Doe, PT as a Change, Mike Jones. V as Remove, and Sally Smith, SV as an Add.

 

Example:

 

X   Change   PT   John Doe  
               
X   Remove   V   Mike Jones  
               
X   Add   SV   Sally Smith  

 

Type of Action   Title   Name   Address
(Check One)      
               
1) ☐ Change            
  ☐ Add            
  ☐ Remove            
               
2) ☐ Change            
  ☐ Add            
  ☐ Remove            
               
3)   ☐ Change            
  ☐ Add            
  ☐ Remove            
               
4)   ☐ Change            
  ☐ Add            
  ☐ Remove            
               
5)   ☐ Change            
  ☐ Add            
  ☐ Remove            
               
6)   ☐ Change            
  ☐ Add            
  ☐ Remove            

 

Page 2 of 4

 

 
 

  

E. If amending or adding additional Articles, enterr change(s) here:

    (Attach additional sheets, if necessary ). ( Be specific )

 

Article I shall be replaced with Annex I in entirety which is attached hereto.

 

Article IV shall be replaced with Annex II in entirety which is attached hereto.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

F. If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself :

    ( if not applicable, indicate N/A. )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Page 3 of 4

 

 
 

  

ANNEX I

 

ARTICLES OF AMENDMENT

TO ARTICLES OF INCORPORATION

OF

INCEPTION TECHNOLOGY GROUP, INC.

 

ARTICLE I shall be replaced with the following in entirety:

 

“ARTICLE I

CORPORATE NAME

 

The name of this Corporation shall be: Rebel Group, Inc,”

  

 
 

  

ANNEX II

 

ARTICLES OF AMENDMENT

TO ARTICLES OF INCORPORATION

OF

INCEPTION TECHNOLOGY GROUP, INC.

 

ARTICLE I shall be replaced with the following in entirety:

  

“ARTICLE IV

CAPITAL STOCK

 

(a) Effective upon the “Effective Date” (as defined below), the outstanding shares of Common Stock of the Corporation shall be decreased on the basis that twenty (20) shares of Common Stock shall become one (1) share of Common Stock without changing the par value of the shares of the Corporation (the “Reverse Stock Split”).
   
  The “Effective Date” shall be the first date permitted or determined by the Financial Industry Regulatory Authority (FINRA) as the effective date of such Reverse Stock Split, subject to the prior filing and recording of this Certificate of Amendment in the office of Secretary of State of the State of Florida.”

 

 
 

   

The date of each amendment(s) adoption: November 19, 2014 , if other than the date this document was signed,

  

Effective date if applicable :   December 5, 2014  
 

(no more than 90 days after amendment file date)

 

 

Adoption of Amendment(s) ( CHECK ONE )  

 

☒ The amendment(s) was/were adopted by the shareholders. The number of votes cast for the amendment(s) by the shareholders was/were sufficient for approval.
   
☐ The amendment(s) was/were approved by the shareholders through voting groups. The following statement must be separately provided for each voting group entitled to vote separately on the amendment(s):

 

  “The number of votes cast for the amendment(s) was/were sufficient for approval
     
 

by

_____________________________________________”  
   

(voting group)

 

 

☐ The amendment(s) was/were adopted by the board of directors without shareholder action and shareholder action was not required.
   
☐ The amendment(s) was/were adopted by the incorporators without shareholder action and shareholder action was not required.

 

  Dated November 19, 2014  

 

  Signature /s/ Kent  
    (By a director, president or other officer – if directors or officers have not been selected, by an Incorporator – if in the hands of a receiver, trustee, or other court appointed fiduciary by that fiduciary)  
       
     

Liew Kwong Yoew

 
     

(Typed or printed name or person signing)

 
         
      CEO  
      (Title of person signing)  

 

 

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