Item 2.01 Completion of Acquisition or Disposition of Assets

On January 30, 2015, we completed the acquisition of Rebel FC pursuant to the Share Exchange Agreement. The acquisition was accounted for as a reverse merger and recapitalization effected by a Share Exchange Transaction. Rebel FC is considered the acquirer for accounting and financial reporting purposes. The assets and liabilities of the acquired entity have been brought forward at their book value and no goodwill has been recognized.

Also on January 30, 2015, we transferred 100% equity interests of Moxian IP to MOXC pursuant to the Equity Transfer Agreement. As a result of the Equity Transfer Transaction, Moxian IP ceased to be our subsidiary, and the Company changed its business from licensing intellectual property rights relating to a social network to organizing and promoting mixed martial arts (“MMA”) fighting events in Asia.

OUR CORPORATE STRUCTURE

Organizational History of Rebel Group, Inc.

Rebel Group, Inc. was incorporated in Florida on September 13, 2011. Effective on April 16, 2013, the Company changed its name 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 its Common Stock, without changing the par value or the number of authorized shares of the Common Stock (the “Forward Split”). 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.” On December 5, 2014, the Company amended the Articles of Incorporation to change its corporate name from “Inception Technology Group, Inc.” to “Rebel Group, Inc.” and effectuated a 1-for-20 reverse stock split of its Common Stock, without changing the par value or the number of authorized shares of the Common Stock (the “Reverse Split”).

The business plan of the Company was originally to utilize a social network platform that integrates social media and business into one single platform to promote business of merchants and assist the targeted clients to find consumers online and bring them into real-world stores. Immediately after the completion of the Share Exchange Transaction and the Equity Transfer Transaction, the Company discontinued its social media business and changed its business to producing dynamic MMA fighting events and promoting the sport of MMA fighting in China, Singapore, and Australia.

Rebel Holdings Limited, which utilizes the trade name of Rebel Fighting Championship (“Rebel FC”), was incorporated on October 28, 2014 in British Virgin Islands and engages in hosting and promoting MMA events.

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

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

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

OUR BUSINESS

Overview of Our Business

Rebel Holdings Limited (“Rebel FC”) organizes, promotes and hosts MMA events featuring top level athletic talent. With assistance from contracted production crews, Rebel FC also produces and distributes, through the internet and social media, and sells the rights to distribute to television stations, videos of its MMA events. Prior to incorporation of Rebel FC, business was mainly conducted through its current operating subsidiary, Pure Heart Entertainment Pte. Ltd.

Rebel FC seeks to promote MMA in Asian countries through hosting events that attract talented fighters from all over the world. MMA is unarmed combat involving the use of a combination of techniques from different disciplines of martial arts, including, without limitation, grappling, submission holds, kicking and striking. The styles of martial arts range from Brazilian Jiu-Jitsu, Judo, Karate, Boxing, Muay Thai, Wrestling, Jeet Kune Do, Taekwondo, Sanshou and various other forms of martial arts. Unlike boxing, where athletes can only strike with their fists and only above the belt, the fighters in MMA can use punches, kicks, elbows, knee strikes, takedowns and submissions to win a contest.

Production of Rebel FC MMA events usually involve obtaining sponsorships, signing up fighters, securing event venues, setting up event venues, marketing its events and producing event videos. Rebel FC’s events are broadcast through television, internet and other means of social media such as Facebook and Twitter. There are also pre-event shows at its live events, which include music performances and fighters’ interviews and documentaries. Rebel FC is dedicated to producing high quality shows throughout Singapore, and it also plans to bring live MMA events to both China and Australia in 2015. It is in the process of planning MMA events in two major cities in China. 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 audiences in other countries. Rebel FC is currently in negotiation with several internet streaming providers, such as Go Fight Live, to broadcast its events.

In addition to television broadcasting, Rebel FC plans to attract pay-per-view (“PPV”) audiences. By 2016, Rebel FC 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.

Our Events

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

The Company selects fighters with a distinguished career for a planned event. After a careful selection process, we will market our MMA events by posting on social media or broadcasting through TV channels, video journals and interviews of the fighters.

In 2013 and 2014, Rebel FC successfully hosted two events in Singapore. Rebel FC’s first event, Into the Lion’s Den , was hosted on December 21, 2013 at the Singapore Indoor Stadium and approximately 3,400 people attended the event. Into the Lion’s Den brought a mix of both amateur and professional MMA match-ups to its audience, featuring eleven fights between various international fighters such as Syafiq, one of the first Singaporeans to win a gold medal in the IFMA Asian Muay Thai championship, and Gyo Pyung Hwang, a renowned fighter from Korea. The main event on that day was between Rob Lisita against Lion Takeshi.

The second event, Battle Royale , was held on August 1, 2014 at the Suntec Singapore Convention and Exhibition Centre and approximately 4,800 fans attended. Battle Royale was an 8-man “knock out” tournament. The aim of the event was to test the skills of eight participants of the tournament. Leading up to the fights were 30-minute documentaries on the individual fighters which were broadcast on www.supersport.com/live-video.

The tournament structure for Battle Royale began with the 8 men competing in 4 quarter-final fights. The 4 winners of the quarter-final fights will compete against each other in the semi-finals contest and final contest to be held in the upcoming events in China. In the future events to be held in China, there will be one champion from the final contest. Among the 8 participants in Battle Royale , two were considered the best all-time bantamweight MMA athletes, including Miguel Torres from the U.S. and his equally formidable countryman Will Chope, former Ultimate Fighting Championship (“UFC”) fighter and former Universal Reality Combat Championship (“URCC”) champion. Competing the line-up were Yojiro Uchimura from Japan, the current URCC champion and Reydon Romero from the Philippines, Australian submission specialist Michael Tobin, hard brawling Australian Thai Pat Promrangka, Brazilian Watch Out Combat Show (“WOCS”) champion Mauricio “Faccao” Dos Santos Jr, and Takahiro Ashida, a Japanese champion of DEEP, an MMA organization.

The two events were broadcast via television as pre-recorded events. In addition, highlights and online rebroadcasts of these two events were also available free of charge, ensuring that Rebel FC’s events would have sufficient publicity among potential audiences. We also leveraged media exposure for sponsorships, advertising deals and contracts with televisions to broadcast our events.

Rules of MMA

There is no official or non-official organization or association governing the MMA industry. However, different promoters have agreed that their MMA fighting events would abide by the Unified Rules of MMA, adopted by all state athletic commissions in the United States as well as many other promoting organizations under various jurisdictions worldwide. These rules are available at: http://www.abcboxing.com/committee_unified_mma_rules.html.

One of the basic rules of MMA is that fighters shall not fight against another fighter of a different weight class. Another rule is that fights should be held in a ring or in a fenced area. Such ring or fenced area has to meet specific requirements.

Rebel FC’s events follow the Unified Rules of MMA.

Fighters

An important element to a successful MMA event is to identify and retain suitable fighters. Prior to organizing our events, we usually reach out to managers of fighters in the MMA industry in search of suitable fighters for our upcoming events. Our Chief Talent Officer then negotiates and enters into our standard contracts with fighters. Fighters, in addition to combatting in our events, are also required to participate in our press conferences, interviews and documentaries and, from time to time, to appear on our sponsors’ commercials.

Plan of Development

The Company aims to penetrate into China and Australia MMA market in 2015. We expect to enter into contracts with free-to-air and cable channels, pay-per-view channels and sports-oriented channels in Singapore, China and Australia. We expect to acquire sponsorships to promote our events in China and Australian MMA. We also plan to establish a fan club online to create brand loyalty for Rebel’s future events.

Revenues

Currently, the revenues of Rebel FC come from the following sources:

Ticket Sales

Rebel FC hosts live MMA fighting events in stadiums and sells tickets to audiences that attend the live events. Tickets are priced at different levels, ranging from $58 to $388, based on seating locations and availability of complimentary services, such as complimentary drinks and food, free t-shirts, etc. We also plan to sell some of our branded products, such as gloves, T-shirt, to our audience at the live events. We sold 3,400 tickets at our first event, Into the Lion’s Den for a total of $342,000 in ticket sales. A total of 4,800 tickets were sold at our second event, Battle Royal , resulting in a total of $388,000 in ticket sales.

Sponsorship

Sponsorship to our events is in forms of cash, provision of event venues, equipment and marketing campaign services. Our business model is to obtain sponsorships that are sufficient to cover the costs of hosting an event prior to incurring substantial costs for organizing an event. For its first two events, Rebel FC obtained sponsorships from 13 sponsors in various industries, such as HTC, a cell phone designer and manufacturer and True Fitness, a chain of gyms located in Singapore. Rebel FC believes it can obtain more sponsorship opportunities from various sports related brands and events companies. In consideration of the provided sponsorship, our sponsors have exposure in our promotional campaigns in connection with our events, including printing sponsors’ names and logos on banners and posters at our events, offering sponsors’ products to the audience at our events, allowing sponsors’ advertisements on our pre-event shows, on our social media pages as well as our website and allowing fighters to feature in sponsors’ commercials. We work with the sponsors to customize the promotional methods to achieve the sponsors’ marketing goals. For each event, we target to obtain at least 10 sponsors.

TV Distribution

For the past two events, we outsourced production of our events to production crews on a contract basis. Rebel FC plans to hire staff and personnel in the future with the ability to create and produce its live events and sell the rights to broadcast its events to television stations in Singapore, China, and Australia. We intend to distribute our event programs internationally through television distribution agents in the future for a more stable stream of income.

Pay-Per-View

Pay-per-view (“PPV”) is a type of pay television and online service by which a subscriber can purchase events to view via private telecast or online. The PPV model is a model whereby we can broadcast live events on cooperating television stations. Audiences can pay to watch the live events on their televisions or laptops instead of going to a stadium. In China or South East Asia, PPV is relatively new and still in development, but we believe the success of PPV model in the U.S. can be achieved in Asia as well. Rebel FC plans to implement the PPV model for its live MMA events in 2016 and 2017. We plan to charge $8 to $30 for each PPV event that the audience watches through PPV in China and Australia.

MMA Event Expenses

The promotion and organization of MMA events require various types of expenses, a majority of which consist of online and television advertising fees and payments to fighters. Another significant cost is venue rental fee. Other expenses and costs incurred in connection with our events include equipment rentals, and staff compensation.

Audience

From the survey we did in the past two events we held, a majority of the audiences are male of ages ranging from 18 to 35. Thus, this group is our targeted audience. We also have targeted marketing and sales for our events to college graduates who have watched sports television programs in the past 12 months and/or have participated in sports-oriented activities in the past 12 months.

We believe that our targeted audience appeals to a wide array of advertising and sponsorship verticals (automotive, food and beverage, sports products, consumer electronics, consumer products), therefore enabling advertisers and sponsors to establish brand awareness and loyalty through our events.

Marketing Strategy

Marketing is essential to Rebel FC’s operations and business. Brand awareness and engagement of our fans and general audience are key considerations in our marketing strategy. We utilize the following marketing and PR activities to reach out to our target audience and the mass media, including open workouts, road shows, weigh-ins and press-conferences. We advertise our events on billboards, banners, television ads, Bus Stop advertisements, online advertisements. Rebel FC also has a public relations department composing of 2 members, which is dedicated to contacting television media and other news agencies, hosting press conferences and ensuring sufficient publicity of our events in social media and other traditional media.

With a focus on customer awareness and creative branding, Rebel FC seeks to use social media to develop intensive marketing campaigns designed to attract both seasoned and new fans of combat sports. Rebel FC’s marketing strategy aims to drive traffic and audience growth through working with social media, public relations firms, strategic partnerships with television stations and sponsors, and advertising agencies. For instance, we held press conferences for MMA fans and the media to attend at our last two events. We also plan to work with gyms and fighting associations to promote our brand to their members and attract members to attend our events.

We believe that Rebel FC is distinguished from other MMA promotion companies in a way that we promote our events and fighters with vivid life stories of fighters, which highlight their passion for MMA. We believe that the behind-the-scene stories may attract audiences by showing how fighters grow their strength and brevity for the sports. Prior to a live event, we arrange face-to-face interactive sessions between fighters and audiences who are fans and supporters of these fighters. We believe this promotional method may allow us to communicate with the audiences and attract their attention to Rebel FC and eventually stimulate their desire to watch our events live or on other available media. During the events, we also broadcast the stories of athletes to provide deeper understanding of our audience about the fighters’ lives.

Market Opportunities

According to IBIS World ’ s Martial Arts Studios market research report, the total market size is $3 billion for mixed martial arts revenue worldwide. From 2014 to 2019, the industry is expected to grow at an even faster rate. (http://www.ibisworld.com/industry/martial-arts-studios.html) A robust economic recovery is expected to endow consumers with higher disposable income levels, enabling them to spend more money on martial arts instruction, particularly costly private lessons. Additionally, the increase of popularity of mixed martial arts will continue to drive demand for the industry.

There are regular MMA events hosted in the Asia Pacific region by established fight promoters. Despite being a relatively new promoter, Rebel FC sees the opportunity for the growth of MMA in the Asian sports market, especially the untapped market in China. China has been reported to be a potentially significant market for the MMA industry (http://www.businessinsider.com/mixed-martial-arts-is-becoming-popular-in-rural-china-and-ufc-is-looking-to-capitalize-2014-8). According to the Mailman Group in China, MMA has the largest number of references on Chinese social media, outnumbering other traditional sports, such as basket balls and footballs. As shown in the below chart, MMA has drawn a lot of public attention in Chinese social media.

Rebel FC believes that, with its experience in Singapore, it is in a good position to re-create its success of producing and promoting MMA events in China.

In addition, with the growing use of PPV in China, online video streaming sites such as Baidu and Tencent have millions of users using their App for streaming of shows. Rebel FC plans to coordinate with a streaming platform to market our shows, making our events available to a large population in China (http://www.boxinginsider.com/headlines/chinese-pay-per-view-could-open-up-new-vistas-with-pacquiao-bout/”).

Competition

The main players in the MMA industry include: i) Ultimate Fighting Championship (“UFC”), which has its focus on the U.S. market, ii) ONE Fighting Championship (“OFC”), which is based in Singapore and targets the Asia market and iii) Kunlun Fight, a fighting club located in China which broadcasts its events over the Chinese television channels. Despite the fact that our competitors are well established and have more funds available for marketing and producing their events than us, and are more reputable among the audiences in MMA, we are concentrating on the untapped combat sports market of China and Australia where we believe we have the resource and experience to penetrate the market and grow our business there.

Employees

We maintain a specialized and experienced team consisting of six members who are capable of leading temporary out-sourced personnel on a per event basis. We also have contract personnel for our television and live event productions. We plan to set up Rebel FC branch offices in Shanghai, China and Sydney, Australia in 2015.

Intellectual Property

 

The following are the intellectual property rights that the Company owns, the details are set forth in the following table:

 

Mark		Country of Registration		Application Number		Class		Description		Current Owner
		Singapore		T131264IZ		41		Advisory services relating to the organization of sporting events; organization of entertainment events; organization of sporting events, organizing events for cultural purposes; organizing events for entertainment purposes; organizing of entertainment and social events.		SCA Capital Limited

We are also in the process of registering the above trademarks and the name “Rebel Fighting Championship” in Australia and China.

Compliance with Government Regulation

Singapore

In Singapore, in order for us to organize and host a live fighting event, we need to obtain a Public Entertainment License from the Media Development Authority of Singapore. Prior to the application of such license, we will also need clearance from the other relevant authorities such as Fire Safety Certification from the Singapore Civil Defense Force and Singapore Police Force.

In advertising our fights in public domain area such as bus stops or sky signs, we will need to apply for an Advertisement License, issued by the Building and Construction Authority of Singapore. As we intend to serve food and beverages at our events, we are also required to obtain a ‘No Objection Letter’ from the Singapore National Environment Agency.

In order to broadcast our pre-recorded shows on TV, we will need to apply for Broadcast TV License from the Singapore Media Development Authority for permission for the television station to broadcast our events on television.

People’s Republic of China

In order to organize and host a live event in China, we need to obtain a license from the General Administration of Sports of China Wushu Administrative Center (Wushu), China’s regulating body on combat sports. We are required to receive clearance for a live event from the local Police Department in China as well. We also need to comply with the rules and regulations required by the State of Administration Radio Film and Television.

For broadcasting of our shows on television in China, we have to get clearance from the Chinese Ministry of Cultural and Sports Department and the State administration of Radio Film and Television.

Australia

In Australia, fighters looking to compete in a fully regulated state must first register with the corresponding Combat Sports Authority or equivalent. MMA is regulated by the Combat Sports Act 1987 and the Combat Sports Regulations 2013, which are administered by the Combat Sports Commission (the “Commission”).

The laws have changed and as of 1 March 2013 new provisions came into effect extending the coverage of the Combat Sports Act 1987 to include both professional and amateur combat sports. Under this amended legislation all professional and amateur contestants and industry participants (promoters, managers, trainers, referees, judges and timekeepers) are required to register with the Commission. Promoters, such as Rebel FC, are also required to have a full understanding of their obligations as outlined in the Combat Sports Act 1987 and the Combat Sports Regulations 2013. They must also apply for a Promotion Permit for every event they hold.

Risk Factors

Risk Factors Related to the Business

We may not be able to develop content to capture audiences or market share.

The creation, marketing and distribution of our live entertainment are the core of our business. The production of compelling live content is critical to our ability to generate revenues across our media platforms. Our failure to continue to create popular live events and televised programming would likely lead to a decline the attendance at our live events and our audience to the TV shows, which would adversely affect our results of operations.

We may not be able to retain or recruit outstanding fighters for our events.

Our success is largely dependent on our ability to recruit and retain renowned fighters to fight in our event. We cannot assure you that we will be able to continue to identify and retain well known, popular or top fighters in the future. Additionally, we cannot guarantee that we are able to retain existing fighters during the term of their contract. Our failure to retain and identify fighters could affect our event attendance and TV viewership and therefore, our results of operations.

It is difficult to generate and maintain audience’s interest in our fighters .

Part of our business is to the creation of storylines based on fighters’ background. We cannot guarantee that we can always create appealing storylines for the fighters to capture MMA fans’ interest in attending our events or watching them on television. This could adversely affect our results of operations.

We may become subject to new legislation or regulations governing the MMA fighting.

While the mixed martial arts sector is not currently regulated by the Singapore or China governments, hosting MMA events needs to apply for certain permits and license. In addition, MMA continues to draw attention of government which may result in new legislation and rules. We cannot make any assurances that we will be able to comply with new legislation or rules because such compliance would not be too expensive for us to comply.

We may not be able to secure contracts with video streaming sites for our Pay Per View business.

Part of our growth strategy is to start delivering our shows by streaming them through Pay-Per-View (“PPV”) channels and over the internet. There can be no assurance that we will secure licensing contracts with PPV providers or televisions stations that offer PPV. Our inability to secure PPV would negatively impact our growth prospects and result of operations.

We may not be able to secure event venues .

We cannot provide any assurance that we will be able to book event venues at ideal locations to attract audiences to patronize to our events. Our ability to book venues are subject to other events in the area and the price we can pay. This could adversely affect our event hosting and thus our ability to generate revenues and operate our business.

We may encounter censorship in media in overseas markets.

Our content may be censored in countries such as China due to the inherent violence involved in MMA fighting. Such censorship would not allow us to televise events or sell PPV viewings and may adversely affect our results of operations. In addition, changes in the policies of the Chinese government, for instance, could have a significant impact on our business. We may be prohibited to promote or conduct our live fighting events in the country. The inability to do so over an extended period of time could adversely affect our profitability and results of operations.

We may not be able to secure sufficient sponsorship.

Sponsorship is essential to our revenue and business model. We usually obtain sufficient sponsorship prior to organizing a live event. However, we cannot make any assurance that we will be able secure adequate sponsorship for each of our events. Ticket and PPV sales are only parts of our revenue model and sponsorships are critical to making an event profitable. Our inability to secure sufficient sponsorships for each event could adversely affect our results of operations.

We may not be able to secure television stations to broadcast our shows.

In addition to hosting live events, part of our intended revenue stream is to come from TV distribution. However, we cannot guarantee that we will be able to find TV channels to broadcast our events. Our ability to secure the airtime of our events on TV are affected by various factors, among other things, whether a TV station requires payment from the Company for the broadcasting, whether there is an available slot for the Company’s event, whether there is any censorship on events with violent content. In addition, if no TV station is willing to broadcast our events, our events and our brand will not have sufficient publicity in the media; therefore, it may negatively impact the sale of our future events. Thus, the failure to sell the right to broadcast our events to TV stations would adversely affect our performance and growth.

We depend on the services of key executives, the loss of whom could materially harm our business and our strategic direction.

Our future success significantly depends on the continued service and performance of our key management personnel. Our growth direction is largely dependent on Mr. Aan Yee, Leong Justin and Mr. KK Leong. The loss of the services by Messrs. Aan Yee Leong and KK Leong due to unexpected reasons could have a material adverse effect on our ability to create creative and enticing shows which could adversely affect our operating results and market our events as well as our business prospects. We cannot assure that Messrs. Leong and Leong’s services will continue to be available to us.

We may face disruptions of systems and equipment utilized in our live events.

We rely largely on an outside contractors to supply us with the sound and lighting equipment for our live events. Although the Company inspects such equipment upon delivery from the contractors prior to an event, we cannot guarantee if such equipment may function without disruptions in the live event. In the event the provided equipment or system malfunctions at a live event, it will result in disruption of the progression of our event and a negative impact on the Company’s reputation. This would also affect our ability to retain audience and would affect our future events in the MMA market.

We may face pressure group or parental group to seize operation.

Our live events are considered violent and usually rated as Parental Guidance required. Due to the inherent violence involved in MMA, we may face pressure from nonprofit organizations or parental groups to prohibit events to be held, marketed or broadcast in countries which we currently operate in or plan to expand to. This could negatively impact our ability to market our brand, reduce the number of sponsorship that we may obtain and adversely affect our revenue from live event ticket sales and TV broadcasting.

Our expansion into new markets may present increased risks due to our unfamiliarity with the local markets.

We intend to expand our business to China and Australia where we have little or no meaningful experience. Those markets may have different culture, competitive conditions, consumer tastes and discretionary spending patterns than our existing markets, which may cause our expansion to be less successful than our Singapore business. In addition, our advertising program may not be successful in generating brand awareness in China and Australia, and the lack of market awareness of the brand of Rebel Fighting Championship can pose an additional risk in expanding into new markets. 

Our quarterly results of operations are subject to fluctuations due to the timing of our event hosting.

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

We may not be able to maintain profitability.

Maintaining profitability depends upon numerous factors, including our ability to generate increased revenues and our ability to control expenses. We may incur significant losses in the future for a number of reasons, including the other risks described in this prospectus and our ongoing depreciation and amortization expense, and we may encounter unforeseen expenses, difficulties, complications, delays and other unknown events. Accordingly, we can make no assurances that we will be able to achieve, sustain or increase profitability in the future.

We may not be able to obtain and maintain licenses and permits necessary for our operation, in compliance with laws, regulations and other requirements, which could adversely affect our business, results of operations or financial condition.

We are subject to various laws and regulations in the countries we operate that will be affecting our business. If we fail to comply with such laws and regulations, we may be subject to various sanctions and/or penalties and fines or may be required to cease operations until we achieve compliance, which could have an adverse effect on our business and our financial results.

Customer complaints or litigation on behalf of our customers may adversely affect our business, results of operations or financial condition.

Our business may be adversely affected by legal or governmental proceedings brought by or on behalf of our customers. In recent years, some combat sports companies have been subject to lawsuits, including class action lawsuits, alleging violations of law regarding the brutal nature of the fights. We are also subject to a variety of other claims in the ordinary course of business, including injury of the fighters. These legal proceedings may adversely affect our operation results and profitability.

We do not carry any insurance for the venue or the fighters. In the event there is any accident at a live event, the Company will be liable for all the losses.

There are a number of factors outside the control of us, such as an injury, illness, medical condition or death of the fighters as a result of the fighting competition. We do not maintain any insurance against such injury, accident, medical condition, or death. Thus, we may be liable for all the medical bills and fees.

We have a short history of operating as a promoter for MMA events and our experience is limited.

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

We have a limited number of employees that are working for the Company and to organize an event of a larger scale we may need additional staff.

As of the date of this report, we only have six full-time staffs, which would not satisfy our needs to host and promote large-scale MMA events. Although we may recruit contract employees or part-time employees when it comes close to the events, we may face the risk of not being able to retain qualified personnel in a short period of time.

We have not hired any local employees for our planned operations in China and Australia.

We have not yet hired any local employees in China and Australia to pitch the oversea markets. Because of the significant different culture, customer awareness of the sports and discretionary spending patterns than our existing market in Singapore, we need to employ local staffs to assist us to penetrate the MMA business in China and Australia. The failure to do so will hinder our success in these overseas markets.

There are many established competitors in the MMA market. The Company may not be able to survive the fierce competition.

The industry is competitive and highly fragmented, with established brand awareness of our competitors such as Ultimate Fighting Championship and One Fighting Championship. We compete with these well-known companies as well as other MMA organizations which may affect our ability to thrive in the MMA industry. Many of our current and potential competitors have longer operating histories, larger customer bases, greater brand recognition and significantly greater financial, marketing, technical, management and other resources than we do. We expect that competition will be intensified in the future as the MMA sports continue to grow worldwide. Increased competition may result in reduced operating margins, reduced profitability, loss of market share and diminished brand recognition.

Failure of us to adequately protect our intellectual property could injure the value of our brand.

Our business is dependent on successful marketing and promotion of our branded events, therefore protecting our brand from intellectual property infringement (such as counterfeiting our branded products and other unauthorized uses of our trademark) is important. Although we will enforce our intellectual property rights, it may not be possible for us to detect all instances of brand infringement. Additionally, where instances of brand infringement are detected, we cannot guarantee that such instances will be prevented as there may be legal or factual circumstances that give rise to uncertainty as to the validity, scope and enforceability of our intellectual property rights. Infringement of our trademark, copyright and other intellectual property rights by others could have an adverse effect on our brand and hence affect our income.

Economic downturn may lead to less disposable income of our potential audience, resulting in fewer numbers of audiences of our events. Economy recession may also result in less sponsorship to our events.

The recent economic downturn and adverse conditions in the global markets may negatively affect our earnings. Attendance of our events and purchase of viewing of our shows may depend in part on the actual or perceived personal disposable income of audiences. Our revenue is also dependent on marketing budgets of our sponsors. These commercial contract payments are contingent upon the expenditures of businesses across a wide range of industries, which industries may cut costs in response to any economic downturn.

Risk Factors Related to Our Common Stock

The Common Stock is subject to risks arising from restrictions on reliance on Rule 144 by shell companies or former shell companies.

Under a regulation of the SEC known as “Rule 144,” a person who beneficially owns restricted securities of an issuer and who is not an affiliate of that issuer may sell them without registration under the Securities Act provided that certain conditions have been met. One of these conditions is that such person has held the restricted securities for a prescribed period, which will be 6 months for the Common Stock. However, Rule 144 is unavailable for the resale of securities issued by an issuer that is a shell company (other than a business combination related shell company) or, unless certain conditions are met, that has been at any time previously a shell company. The SEC defines a shell company as a company that has (a) no or nominal operations and (b) either (i) no or nominal assets, (ii) assets consisting solely of cash and cash equivalents; or (iii) assets consisting of any amount of cash and cash equivalents and nominal other assets. After the sale of Moxian BVI in February 2014 and prior to the Share Exchange Transaction, the Company did not have any operations; therefore, the Company was a shell company. While we believe that as a result of the Share Exchange Transaction, the Company ceased to be a shell company, the SEC and others whose approval is required in order for shares to be sold under Rule 144 might take a different view.

Rule 144 is available for the resale of securities of former shell companies if and for as long as the following conditions are met:

(i) the issuer of the securities that was formerly a shell company has ceased to be a shell company,

(ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act,

(iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Current Reports on Form 8-K; and

(iv) at least one year has elapsed from the time that the issuer filed current comprehensive disclosure with the SEC reflecting its status as an entity that is not a shell company known as “Form 10 Information.”

Although the Company files Form 10 Information with the SEC on this Form 8-K, shareholders who receive the Company’s restricted securities will not be able to sell them pursuant to Rule 144 without registration until the Company has met the other conditions to this exception and then for only as long as the Company continues to meet the condition described in subparagraph (iii), above, and is not a shell company. No assurance can be given that the Company will meet these conditions or that, if it has met them, it will continue to do so, or that it will not again be a shell company.

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

The SEC has adopted rules that regulate broker/dealer practices in connection with transactions in penny stocks.  Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange system).  The penny stock rules require a broker/dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market.  The broker/dealer also must provide the customer with bid and offer quotations for the penny stock, the compensation of the broker/dealer, and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account.  In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules, the broker/dealer must make a special written determination that a penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction.  These disclosure requirements may have the effect of reducing the level of trading activity in any secondary market for a stock that becomes subject to the penny stock rules, and accordingly, holders of our common stock may find it difficult or may be unable to sell their shares.

Our stock price may be volatile and you may not be able to resell your shares at or above the price you paid.   In addition, volatility in the price of our common stock may subject us to securities litigation resulting in substantial costs and liabilities and diverting management’s attention and resources.

The market price of our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including the following:

FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules described above, FINRA has adopted Rule 2111 that requires a broker-dealer to have reasonable grounds for believing that an investment is suitable for a customer before recommending the investment.  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 your ability to buy and sell our stock and have an adverse effect on the market for our shares.

Because we are a small company with limited operating history, stockholders may find it difficult to sell their common stock in the public markets.

Our common stock is currently traded on the OTCQB under the symbol “REBL.”  The number of persons interested in purchasing our common stock at or near bid prices at any given time may be relatively small. This situation is attributable to a number of factors, including the fact that we are a small company which is still relatively unknown to stock analysts, stock brokers, institutional investors, and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our common stock until such time as we became more viable.  Additionally, many brokerage firms may not be willing to effect transactions in our securities.  As a consequence, there may be periods of several days or more when trading activity in our common stock is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on the stock price.  We cannot give you any assurance that an active public trading market for our common stock will develop or be sustained, or that trading levels will be sustained.

Future issuances of our preferred stock could dilute the voting and other rights of holders of our common stock.

Our board of directors has the authority to issue shares of preferred stock in any series and may establish, from time to time, various designations, powers, preferences and rights of the shares of each such series of preferred stock.  Any issuances of preferred stock may have priority over the common stock with respect to dividend or liquidation rights.  Any future issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of our company and may adversely affect the voting and other rights of the holders of our common stock.  

If we are unable to comply with the financial reporting requirements mandated by the SEC’s regulations, investors may lose confidence in our financial reporting and the price of our common stock could decline.

If we fail to maintain effective internal controls over financial reporting, our ability to produce timely, accurate and reliable periodic financial statements could be impaired.  If we do not maintain adequate internal control over financial reporting, investors could lose confidence in the accuracy of our periodic reports filed under the Exchange Act.  Additionally, our ability to obtain additional financing could be impaired or a lack of investor confidence in the reliability and accuracy of our public reporting could cause our stock price to decline.

Our directors, executive officers and controlling persons as a group have significant voting power and may take actions that may not be in the best interest of shareholders.

Our directors, executive officers and controlling persons as a group beneficially own approximately 90% of our Common Stock.  They will have the ability to exert substantial influence over all matters requiring approval by our stockholders, including the election and removal of directors and any proposed merger, consolidation or sale of all or substantially all of our assets. In addition, they could dictate the management of our business and affairs. This concentration of ownership could have the effect of delaying, deferring or preventing a change in control, or impeding a merger or consolidation, takeover or other business combination that could be favorable to stockholders. This significant concentration of share ownership may also adversely affect the trading price for our Common Stock because investors may perceive disadvantages in owning stock in a company with controlling affiliated stockholders.

We expect that our revenue will fluctuate, which could cause our stock price to decline.

Any significant decline on selling our tickets to the events, unfavorable TV distribution deals that we enter into, or changes in the spending behavior of our customers could adversely affect our revenue growth. If our revenue fluctuates or does not meet the expectations of securities analysts and investors, our stock price would likely decline.

If securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations regarding our common stock, or if our operating results do not meet their expectations, our stock price and trading volume could decline.

The trading market for our common stock will be influenced by the research and reports that securities or industry analysts publish about us or our business. We do not have any control over these reports or analysts. If any of the analysts who cover our company downgrades our stock, or if our operating results do not meet the analysts’ expectations, our stock price could decline. Moreover, if any of these analysts ceases coverage of our company or fails to publish regular reports on our business, we could lose visibility in the financial markets, which in turn could cause our stock price and trading volume to decline.

DESCRIPTION OF PROPERTY

Established in 2013, our headquarter is located in the heart of downtown Singapore at 7500A Beach Road, Unit 12-313, The Plaza, Singapore. We pay SGD 6,000.00 as rent per month.

LEGAL PROCEEDINGS

None.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATIONS

This Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as “anticipate,” “expect,” “intend,” “plan,” “will,” “we believe,” “management believes” and similar language. Except for the historical information contained herein, the matters discussed in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in this Current Report are forward-looking statements that involve risks and uncertainties. The cautionary language in this Current Report, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from those projected. Except as may be required by law, we undertake no obligation to update any forward-looking statement to reflect events after the date of this Current Report on Form 8-K.

The "Company", "we," "us," and "our," in this Management’s Discussion and Analysis of Financial Condition and Plan of Operation refer to Pure Heart Entertainment Pte Ltd.

Overview

Pure Heart Entertainment Pte Ltd. (“Pure Heart”) was incorporated under the laws of the Singapore on August 24, 2000 under the name “Sook Kee Coffeeshop Pte. Ltd.” Effective on November 27, 2002, it changed its name to “Asia Pacific Export International Pte Ltd.” It later changed its name from “Asia Pacific Export International Pte Ltd.” to “Pure Heart Entertainment Pte Ltd.” on June 7, 2013. The registered office of the Company is located at 7500A Beach Road #12-313 The Plaza, Singapore 199591.

On October 30, 2014, Pure Heart became a wholly-owned subsidiary of Rebel Holdings Limited. We are currently operating under the trade name “Rebel Fighting Championship.” We organize, promote and host MMA events featuring top level athletic talent. With assistance from contracted production crews, we also produce and distribute, through the internet and social media, and sell the rights to distribute to television stations, videos of its MMA events. We seek to promote MMA in Asian countries through hosting events that attract talented fighters from all over the world.

Pure Heart started to operate and be engaged in the MMA business since June 2013. The principal activities of Pure Heart in the year 2014 were organizing and promoting MMA events in Singapore. As of September 30, 2014, our retained earnings were $118,745. Our stockholders’ equity was $352,335.

Results of Operations

For the nine months ended September 30, 2014 compared with the nine months ended September 30, 2013

Gross Revenues

Pure Heart received sales revenues of $599,910 in the nine months ended September 30, 2014 compared to nil being generated in the nine months ended September 30, 2013 for the reason that we held the first event, Into the Lion’s Den, in December 2013, which contributed to the revenues for the nine months ended September 30, 2014. Prior to June 2013, Pure Heart was in dormant status. In June 2013, it changed the name from “ Asia Pacific Export International Pte Ltd.” to Pure Heart and it began the MMA event promotion business since June 2013.

Pure Heart’s sales revenue of $599,910 in the period ended September 30, 2014 primarily came from advertisement sponsorships and ticket sales for the MMA event held in Singapore in August 2014, Battle Royale . In carrying out Battle Royale , Pure Heart incurred cost of $273,965, which was primarily spent in promotion of the event, rental of event venue, and other miscellaneous costs.

Operating Expenses

Operating expenses for the nine months ended September 30, 2014 and September 30, 2013 were $239,170 and $17,792, respectively. The expenses consisted of advertisements, payroll, professional fees, and other general expenses.

We expect that our general and administrative expenses will continue to increase as our business grows, we will incur additional costs.

Net Profit (Loss)

Net profit (loss) for the nine months ended September 30, 2014 and September 30, 2013 were $80,415 and ($33,465), respectively. Basic and diluted net income (loss) per share amounted to $1.61 and ($1.12) respectively for the nine months ended September 30, 2014 and September 30, 2013.

The increase in net profit for the nine months ended September 30, 2014 was contributed by the one event held in Singapore.

For the year ended December 31, 2013 compared with the year ended December 31, 2012

Gross Revenues

Pure Heart received sales revenues of $507,857 in the year ended December 31, 2013 compared to nil being generated in the year ended December 31, 2012 due to the reason that Pure Heart was dormant during the year of 2012.

Pure Heart’s sales revenue of $507,857 in the year ended December 31, 2013 primarily came from advertisement sponsorships and ticket sales for the one event held in Singapore on December 21, 2013. In carrying out the event, Into the Lion’s Den , in Singapore, Pure Heart incurred costs of $296,877, which were primarily advertisement, rental of event venue, and other miscellaneous costs.

Operating Expenses

Operating expenses for the year ended December 31, 2013 and December 31, 2012, were $149,610 and $1,543, respectively. The expenses consisted of advertisements, payroll and professional fees, 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 Profit (Loss)

Net profit (loss) for the years ended December 31, 2013 and December 31, 2012, were $59,685 and $15,266, respectively. Basic and diluted net income (loss) per share amounted to $1.85 and $0.31 respectively for the years ended December 31, 2013 and December 31, 2012.

Liquidity and Capital Resources

As of September 30, 2014, we had working capital of $136,321 consisting of cash on hand of $50,835 as compared to working capital of ($36,714) and our cash of $21,932 as of September 30, 2013.

The increase in working capital and cash on hand in the nine months ended September 30, 2014 as compared to nine months ended September 30, 2013 was mainly due to an injection of new fund of $300,000 contributed by Mr. Leong Khian Kiee and Mr. Justin Leong Aan Yee as paid up capital.

Net cash provided by operating activities for the nine months ended September 30, 2014 was $35,920 as compared to net cash used in operating activities of $78,105 for the nine months ended September 30, 2013. The cash used in operating activities are mainly for advertisements, payroll and professional fees and other general expenses.

Net cash used in investing activities for the nine months ended September 30, 2014 was $42,546 as compared to net cash used in investing activities of $6,052 for the nine months ended September 30, 2013.

The increase in net cash used in investing activities was due to purchase of equipment for the events as well as intangible assets.

Net cash used in financing activities for the nine months ended September 30, 2014 was $12,905 as compared to net cash provided by financing activities of $103,539 for the nine months ended September 30, 2013. The cash provided by financing activities are mainly from shareholder borrowings.

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.

Off-Balance Sheet Arrangements

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

Aan Yee Leong, Justin - Mr. Leong has managerial experience in project management, financial management, financial reporting, and budgeting. He has the passion and enthusiasm for mixed martial arts and is the founder of Rebel FC. From October 2013, he serves as an executive director in SCA Capital Limited and Rebel FC. From May 2013, he started to work as an executive director of Pure Heart. From March 2007 to October 2008, he worked as a finance and administrative executive in KKL Management Consultants Pte Ltd. From January 2012 to December 2012, he was a manager of KK Leong & Partners. Mr. Leong graduated from University of London with a Bachelor of Science (Hons) in Banking and Finance in 2007.

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

Khian Kiee Leong - Mr. Leong has over 30 years professional experience in advisory and consultant business, serving both multinational and regional companies across a wide range of industries. He provides advice and support for the Company on its strategic planning. From October 2014, he serves as director in Rebel FC and SCA Capital. From June, 2013, he acts as a director of Pure Heart. Since March 1994, he serves as the managing partner of KK Leong & Partners and CEO of KKL Consultancy Services Pte. Ltd.

Mr. Leong graduated from Nanyang University majored in Accounting in Singapore in 1984 and he is chartered accountant of the Institute of Chartered Accountants in England and Wales.

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

Promoter

James Mengdong Tan, currently a director of Moxian China, Inc., assisted the negotiation of the sale of Moxian IP as well as the Share Exchange Transaction among the Company, Rebel FC and Rebel FC Stockholder. Mr. Tan also assisted in structuring the sale of all of the equity interests of Moxian Group Limited (“Moxian BVI”), a former direct subsidiary of the Company, and the license of the intellectual property rights of the Company to Moxian China, Inc. pursuant to a License and Acquisition Agreement, dated February 19, 2014. In February 2013, he assisted the negotiation of the acquisition of approximately 77.26% of the then outstanding shares of the Company by three purchasers from Marilyn Stark, our former officer, director and a former shareholder of the Company. Mr. Tan also later offered consulting and business advisory services to the Company’s board of directors in connection with the Company’s reverse acquisition of Moxian BVI and its operating business in April 2013.

Mr. Tan, through 8i Capital Limited, an entity owned and managed by him, beneficially owns an aggregate of 6,000 shares of the Company as of the date of this Report.

Based on the foregoing, Mr. James Mengdong Tan is a promoter, as that term is defined in Rule 405 of Regulation C promulgated under the Securities Act.

Committees

We do not have a standing nominating, compensation or audit committee.  Rather, our full board of directors performs the functions of these committees. 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 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.

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.  No member of the Company’s board of directors qualifies as an independent director pursuant to the definition of “independent director” under the Rules of NASDAQ, Marketplace Rule 5605(a)(2). We do not have majority of independent directors.

Code of Ethics

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

Meetings of the Board of Directors

During its fiscal year ended December 31, 2014, the Board of Directors did not meet on any occasion, but rather transacted business by unanimous written consent.

The following is a summary of the compensation Pure Heart paid to our executive officers for the fiscal years ended December 31, 2014 and 2013.

Aggregated Option Exercises and Fiscal Year-End Option Value Table

There were no stock options exercised since the date of inception of the Company through the date of this Current Report on Form 8-K by the executive officers named in the Summary Compensation of REBL.

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

There were no awards made to any named executive officers in the last completed fiscal year under any LTIP.

Employment Agreements

We currently do not have any employment agreements.

Compensation of Directors

For the fiscal year ended December 31, 2014, none of the members of our Board of Directors received compensation for his service as a director. We do not currently have an established policy to provide compensation to members of our Board of Directors for their services in that capacity.

Option Plan

We currently do not have a Stock Option Plan. However, we may to issue stock options pursuant to a Stock Option Plan in the future. Such stock options may be awarded to management, employees, members of the Company’s Board of Directors and consultants of the Company.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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.

As described in Item 1.01, on January 30, 2015, REBL, Rebel FC and Rebel FC Stockholder, Total Glory International Limited entered into and consummated transactions pursuant to a Share Exchange Agreement, whereby the Company issued to the Rebel FC Stockholder an aggregate of 20,700,000 shares of Common Stock, in exchange for 100% of equity interests of Rebel FC held by the Rebel FC Stockholder. 50% of the equity interests of Total Glory International Limited is owned by Aan Yee Leong, our CEO, President, and Director, and the remaining 50% is owned by KK Leong, our Chairman,

Mr. James Mengdong Tan, through 8i Capital Limited, an entity owned and managed by him, beneficially owns an aggregate of 6,000 shares of the Company as of the date of this Report.

Except the above transactions or as otherwise set forth in this report or in any reports filed by the Company with the SEC, the Company was not a party to any transaction (where the amount involved exceeded the lesser of $120,000 or 1% of the average of our assets for the last two fiscal years) in which a director, executive officer, holder of more than five percent of our common stock, or any member of the immediate family of any such person have or will have a direct or indirect material interest and no such transactions are currently proposed. The Company is currently not a subsidiary of any company.

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

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table provides the names and addresses of each person known to us to own more than 5% of our outstanding shares of common stock as of the date of this report, and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly and the shareholders listed possesses sole voting and investment power with respect to the shares shown. Unless otherwise indicated, the address for the beneficial owners listed below is 7500A Beach Road, Unit 12-313, The Plaza, Singapore 199591.

DESCRIPTION OF SECURITIES

General

Our authorized capital stock consists of 500,000,000 shares of common stock, with a par value of $0.0001 per share, and 100,000,000 shares of preferred stock, par value $0.0001 per share.   

Common Stock

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

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

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

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

As of the date of this report, there were 23,000,118 shares of common stock issued and outstanding, giving effect to the shares of Common Stock issued in the Share Exchange Transaction.

Preferred Stock

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

Warrants

There are currently no outstanding warrants.

Options

There are currently no outstanding options.

MARKET PRICE OF AND DIVIDENDS ON OUR COMMON

EQUITY AND RELATED STOCKHOLDER MATTERS

There is limited public trading market for our Common Stock, our Common Stock is quoted on the OTC Markets OTCQB, under the symbol “REBL.” Our Common Stock did not trade prior to November 20, 2012. The Company obtained their symbol on October 16, 2012.

The market price of our Common Stock is subject to significant fluctuations in response to variations in our quarterly operating results, general trends in the market and other factors, over many of which we have little or no control. In addition, broad market fluctuations, as well as general economic, business and political conditions, may adversely affect the market for our Common Stock, regardless of our actual or projected performance.

Holders

As of January 30, 2015, we had 23,000,118 shares of our common stock par value, $.0001 issued and outstanding. There were approximately 390 beneficial owners of our common stock.

Transfer Agent and Registrar

The Transfer Agent for our capital stock is Island Stock Transfer with an address at 15500 Roosevelt Boulevard, Suite 301, Clearwater, Florida 33760. Their telephone number is Office phone: 727-289-0010.

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

We have not paid any cash dividends to our shareholders. 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.

LEGAL PROCEEDINGS

There are no material proceedings to which any director or officer, or any associate of any such director or officer, is a party that is adverse to our Company or any of our subsidiaries or has a material interest adverse to our Company or any of our subsidiaries. No director or executive officer has been a director or executive officer of any business which has filed a bankruptcy petition or had a bankruptcy petition filed against it during the past ten years. No director or executive officer has been convicted of a criminal offense or is the subject of a pending criminal proceeding during the past ten years. No director or executive officer has been the subject of any order, judgment or decree of any court permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities during the past ten years. No director or officer has been found by a court to have violated a federal or state securities or commodities law during the past ten years.

In addition, there are no material proceedings to which any affiliate of our Company, or any owner of record or beneficially of more than five percent of any class of voting securities of our Company, is a party that is adverse to our Company or any of our subsidiaries or has a material interest adverse to our Company or any of our subsidiaries. Currently there are no legal proceedings pending or threatened against us. We are not currently involved in any litigation that we believe could have a materially adverse effect on our financial condition or results of operations.

There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company or any of our subsidiaries, threatened against or affecting our Company, our common stock, any of our subsidiaries or of our Company’s or our Company’s subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

However, 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.

RECENT SALES OF UNREGISTERED SECURITIES

Reference is made to Item 3.02 of this Current Report on Form 8-K for a description of recent sales of unregistered securities, which is hereby incorporated by reference.

INDEMNIFICATION OF OFFICERS AND DIRECTORS

Our by-laws provide for the indemnification of our directors, officers, employees, and agents, under certain circumstances, against attorney's fees and other expenses incurred by them in any litigation to which they become a party arising from their association with or activities on our behalf. We will also bear the expenses of such litigation for any of our directors, officers, employees, or agents, upon such persons promise to repay us therefore if it is ultimately determined that any such person shall not have been entitled to indemnification. This indemnification policy could result in substantial expenditures by us, which it may be unable to recoup.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore unenforceable.

At the present time, there is no pending litigation or proceeding involving a director, officer, employee or other agent of ours in which indemnification would be required or permitted.  We are not aware of any threatened litigation or proceeding which may result in a claim for such indemnification.