Amended Current Report Filing (8-k/a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment No. 1

CURRENT REPORT

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

Date of Report (Date of Earliest Event Reported): July 27, 2015

Code Rebel Corporation
(Exact name of registrant as specified in its charter)

Delaware	001-37377	46-4825060
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

77 Ho’okele Street, Suite 102 Kahului, HI		96732
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (808) 871-6496

Not applicable

(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

Item 2.01 Completion of Acquisition or Disposition of Assets.

On July 31, 2015, we filed a Current Report on Form 8-K reporting that on July 31, 2015, we closed our acquisition of ThinOps Resources, LLC (“ThinOps”). This Form 8-K/A amends the Form 8-K we filed on July 31, 2015 to include ThinOps’ audited financial statements for the year ended December 31, 2014, the unaudited condensed financial statements as of June 30, 2015 and for the three months and six months ended June 30, 2015 and 2014 and the unaudited pro forma condensed combined financial statements and notes thereto related to our ThinOps acquisition required by Items 9.01(a) and 9.01(b) of Form 8-K.

Item 9.01

Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired.

The following financial statements of ThinOps are being filed as exhibits to this Form 8-K/A and are incorporated by reference herein:

Exhibit 99.1 – ThinOps’ audited financial statements, including an independent auditor’s report as of and for the years ended December 31, 2014 and 2013.

Exhibit 99.2 – ThinOps’ condensed financial statements as of June 30, 2015 (unaudited) and for the three months and six months ended June 30, 2015 and 2014 (unaudited).

(b) Unaudited Pro Forma Financial Information.

The Code Rebel Corporation and ThinOps unaudited pro forma condensed combined balance sheets as of June 30, 2015 and the Code Rebel Corporation and ThinOps unaudited pro forma condensed combined income statements for the six months ended June 30, 2015 and for the year ended December 31, 2014 and the notes related thereto are filed as Exhibit 99.3 hereto and are incorporated in this Form 8-K/A by reference.

ThinOps’ fiscal year ends December 31. The unaudited pro forma condensed combined income statements for the six months ended June 30, 2015 include ThinOps’ results for the six months ended June 30, 2015. The unaudited pro forma condensed combined income statements for the year ended December 31, 2014 includes ThinOps’ results for the year ended December 31, 2014. The unaudited pro forma condensed combined balance sheets as of June 30, 2015 includes ThinOps’ balance sheet as of June 30, 2015.

(d) Exhibits.

Exhibit No.	Exhibit
99.1	Audited financial statements of ThinOps Resources, LLC as of and for the years ended December 31, 2014 and 2013 and Independent Auditor’s Report thereon.
99.2	Condensed financial statements of ThinOps Resources, LLC as of June 30, 2015 (unaudited) and for the three months and six months ended June 30, 2015 and 2014 (unaudited).
99.3	Unaudited pro forma condensed combined financial statements and explanatory notes for Code Rebel Corporation as of June 30, 2015, for the six months ended June 30, 2015 and for the year ended December 31, 2014.

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.

Date: October 13, 2015	CODE REBEL CORPORATION

	By:	/s/ Arben Kryeziu
		Arben Kryeziu
		Chairman and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Exhibit
99.1	Audited financial statements of ThinOps Resources, LLC as of and for the years ended December 31, 2014 and 2013 and Independent Auditor’s Report thereon.
99.2	Condensed financial statements of ThinOps Resources, LLC as of June 30, 2015 (unaudited) and for the three months and six months ended June 30, 2015 and 2014 (unaudited).
99.3	Unaudited pro forma condensed combined financial statements and explanatory notes for Code Rebel Corporation as of June 30, 2015, for the six months ended June 30, 2015 and for the year ended December 31, 2014.

Exhibit 99.1

THINOPS RESOURCES, LLC

FINANCIAL STATEMENTS

DECEMBER 31, 2014 AND 2013

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm	1
Balance Sheets	2
Statements of Operations	3
Statements of Changes in Member’s Equity (Deficit)	4
Statements of Cash Flows	5
Notes to Financial Statements	6

Lichter, Yu and Associates, Inc.

Certified Public Accountants

16133 Ventura Blvd., suite 450

encino, California 91436

Tel (818)789-0265 Fax (818) 789-3949

Report of Independent Registered Public Accounting Firm

Board of Directors and Members of

ThinOps Resources, LLC

We have audited the accompanying balance sheets of ThinOps Resources, LLC (the “Company”) as of December 31, 2014 and 2013, and the related statements of operations, changes in member’s equity (deficit), and cash flows for the years ended December 31, 2014 and 2013. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of ThinOps Resources, LLC as of December 31, 2014 and 2013, and the results of their operations and their cash flows for the years ended December 31, 2014 and 2013, in conformity with accounting principles generally accepted in the United States of America.

/s/ Lichter, Yu and Associates, Inc.

Encino, California

September 14, 2015

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THINOPS RESOURCES, LLC
BALANCE SHEETS
DECEMBER 31, 2014 AND 2013

ASSETS
	2014		2013
CURRENT ASSETS
Cash and cash equivalents	$	147,257	$	32,573
Accounts receivable		432,508		142,478
Prepaid expenses		318		-
TOTAL CURRENT ASSETS		580,083		175,051

NON-CURRENT ASSETS
Deposits		427		905
TOTAL NON-CURRENT ASSETS		427		905
TOTAL ASSETS	$	580,510	$	175,956

LIABILITIES AND MEMBER'S EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	147,802	$	85,595
Other payables		6,137		27,112
Income tax payable		9,039		-
Trade financing		361,645		123,908
TOTAL CURRENT LIABILITIES		524,623		236,615


MEMBER'S EQUITY (DEFICIT)		55,887		(60,659	)

TOTAL LIABILITIES AND MEMBER'S EQUITY (DEFICIT)	$	580,510	$	175,956

The accompanying notes are an integral part of these financial statements

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THINOPS RESOURCES, LLC
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

	2014		2013

Revenue	$	2,000,499	$	727,290
Cost of revenue		1,187,972		459,250
Gross profit		812,527		268,040

Operating Expenses
Advertising and promotion		24,485		15,360
Legal and professional		40,520		29,440
General and administration expenses		56,299		51,967
Total operating expenses		121,304		96,767
Income from operations		691,223		171,273

Other Expense
Trade financing fees		32,051		15,056
Total Other Expense		32,051		15,056

Income before provision for income taxes		659,172		156,217

Provision for income taxes		9,039		-

Net income	$	650,133	$	156,217

The accompanying notes are an integral part of these financial statements

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THINOPS RESOURCES, LLC
STATEMENTS OF CHANGES IN MEMBER'S EQUITY (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

	2014			2013

Balance at beginning of year	$	(60,659	)	$	7,999
Member's distribution		(533,587	)		(224,875	)
Net income		650,133			156,217

Balance at end of year	$	55,887		$	(60,659	)

The accompanying notes are an integral part of these financial statements

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THINOPS RESOURCES, LLC
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

	2014			2013

Net income	$	650,133		$	156,217
Adjustments to reconcile net income to net cash
provided by operating activities:

(Increase) decrease in assets:
Accounts receivable		(290,030	)		(123,453	)
Prepaid expenses		(318	)		8,083
Deposits		477			1,822
Increase (decrease) in current liabilities:
Accounts payable and accrued expenses		62,207			29,348
Income tax payable		9,039			-
Other payable		(20,975	)		27,112
Net cash provided by operating activities		410,534			99,129

CASH FLOWS FROM INVESTING ACTIVITIES		-			-

CASH FLOWS FROM FINANCING ACTIVITIES
Member's distributions		(533,587	)		(224,875	)
Trade financing, net		237,737			123,908
Net cash used in financing activities		(295,850	)		(100,967	)

Net increase in cash and cash equivalents		114,684			(1,838	)

Cash and cash equivalents at the beginning of the period		32,573			34,411

Cash and cash equivalents at the end of the period	$	147,257		$	32,573

SUPPLEMENTAL DISCLOSURES:

Cash paid during the year for:
Income tax payments	$	-		$	-
Interest payments and trade financing	$	32,051		$	15,056


The accompanying notes are an integral part of these financial statements

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THINOPS RESOURCES, LLC

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2014 AND 2013

Note 1 – ORGANIZATION

Organization

ThinOps Resources, LLC (the “Company”, “we”, “our”) was organized under the laws of the State of Texas on October 25, 2012 to provide management and technology consulting services.

Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the financial statements in the period they are determined.

Cash and Cash Equivalents

Cash and equivalents include cash on hand and cash in time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less. We maintain cash deposits at banks located in Texas. Deposits at these banks are insured by the Federal Deposit Insurance Corporation up to $250,000. We have not experienced any losses in such accounts and believe we are not exposed to any significant risk on cash and cash equivalents.

Allowance for Doubtful Accounts

The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management regularly reviews the composition of accounts receivable and analyzes customer credit worthiness, customer concentrations, current economic trends and changes in customer payment patterns. Reserves are recorded primarily on a specific identification basis. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of December 31, 2014 and 2013, the Company had no allowance for doubtful accounts.

Reportable Segment

The Company has one reportable segment. The Company’s activities are interrelated and each activity is dependent upon and supportive of the other. Accordingly, all significant operating decisions are based on analysis of financial products provided as a single global business.

Revenue Recognition

The Company’s revenue recognition policies are in compliance with Staff accounting bulletin (SAB) 104. Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectability is probable. Revenue generally is recognized net of allowances for returns and any taxes collected from customers and subsequently remitted to governmental authorities.

Cost of Revenue

Cost of revenue consists primarily of outside consultants, commissions, and installed software associated with the delivery of our consulting services.

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Income Taxes

The Company utilizes Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that were included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

The Company follows FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, (codified in FASB ASC Topic 740). When tax returns are filed, it is likely that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits is classified as interest expense and penalties are classified in selling, general and administrative expenses in the statements of income.

As of December 31, 2014 and 2013, the Company had not taken any significant uncertain tax positions on its tax returns for 2014 and prior years or in computing its tax provision for 2014.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk are cash, accounts receivable and other receivables arising from its normal business activities. The Company places its cash in what it believes to be credit-worthy financial institutions.

Risks and Uncertainties

The Company is subject to risks from, among other things, competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements and technologies and limited operating history.

Contingencies

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and legal counsel assess such contingent liabilities, and such assessment inherently involves judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.

If the assessment of a contingency indicates it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed. Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed.

Valuation of Long-Lived Assets

The Company accounts for the impairment of long-lived assets, such as fixed assets, patents and trademarks, under the provisions of FASB ASC 360, “Property, Plant, and Equipment”, which establishes the accounting for impairment of long-lived tangible and intangible assets other than goodwill and for the disposal of a business. Pursuant to FASB ASC 360, we review for impairment when facts or circumstances indicate that the carrying value of long-lived assets to be held and used may not be recoverable. If such facts or circumstances are determined to exist, an estimate of the undiscounted future cash flows produced by the long-lived asset, or the appropriate grouping of assets, is compared to the carrying value to determine whether impairment exists. If an asset is determined to be impaired, the loss is measured based on various valuation techniques, including a discounted value of estimated future cash flows. We report impairment costs as a charge to operations at the time it is recognized.

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Intangible Assets

The Company records identifiable intangible assets at fair value on the date of acquisition and evaluates the useful life of each asset. Finite-lived intangible assets primarily consist of software development capitalized. Finite-lived intangible assets are amortized on a straight-line basis.

Fair Value of Financial Instruments

The Company applies the provisions of ASC 820-10, “Fair Value Measurements and Disclosures.” ASC 820-10 defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. For certain financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, accounts payable and short-term debt, the carrying amounts approximate fair value due to their relatively short maturities. The carrying amounts of the long-term debt approximate their fair values based on current interest rates for instruments with similar characteristics.

The three levels of valuation hierarchy are defined as follows:

Level 1:

Valuations consist of unadjusted quoted prices in active markets for identical assets and liabilities and has the highest priority;

Level 2:

Valuations rely on quoted prices in markets that are not active or observable inputs over the full term of the asset or liability;

Level 3:

Valuations are based on prices or third party or internal valuation models that require inputs that are significant to the fair value measurement and are less observable and thus have the lowest priority.

Management analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities From Equity” and ASC 815, “Derivatives and Hedging.” Derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjustments to fair value of derivatives. The effects of interactions between embedded derivatives are calculated and accounted for in arriving at the overall fair value of the financial instruments. In addition, the fair values of freestanding derivative instruments such as warrant and option derivatives are valued using the Black-Scholes model.

Recently Issued Accounting Pronouncements

In April 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360).” ASU 2014-08 amends the requirements for reporting discontinued operations and requires additional disclosures about discontinued operations. Under the new guidance, only disposals representing a strategic shift in operations or that have a major effect on the Company’s operations and financial results should be presented as discontinued operations. This new accounting guidance is effective for annual periods beginning after December 15, 2014. The Company is currently evaluating the impact of adopting ASU 2014-08 on the Company’s results of operations or financial condition.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which provides a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will supersede most current revenue recognition guidance. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASU 2014-09 will be effective for the Company in the first quarter of its fiscal year ending June 30, 2018. The Company is currently in the process of evaluating the impact of adoption of this ASU on its financial statements.

In June 2014, the FASB issued Accounting Standards Update No. 2014-12, Compensation — Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (a consensus of the FASB Emerging Issues Task Force) (ASU 2014-12). The guidance applies to all reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. For all entities, the amendments in this Update are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The effective date is the same for both public business entities and all other entities. The Company is currently evaluating the impact of adopting ASU 2014-12 on the Company’s results of operations or financial condition.

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In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entities Ability to Continue as a Going Concern (ASU 2014-15). The guidance in ASU 2014-15 sets forth management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern as well as required disclosures. ASU 2014-15 indicates that, when preparing financial statements for interim and annual financial statements, management should evaluate whether conditions or events, in the aggregate, raise substantial doubt about the entity’s ability to continue as a going concern for one year from the date the financial statements are issued or are available to be issued. This evaluation should include consideration of conditions and events that are either known or are reasonably knowable at the date the financial statements are issued or are available to be issued, as well as whether it is probable that management’s plans to address the substantial doubt will be implemented and, if so, whether it is probable that the plans will alleviate the substantial doubt. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods and annual periods thereafter. Early application is permitted. The Company is currently in the process of evaluating the impact of adoption of this ASU on its financial statements.

In January 2015, the FASB issued Accounting Standards Update No. 2015-01, Income Statement – Extraordinary and Unusual items (Subtopic 225-20), Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items (ASU 2015-01). The amendment eliminates from U.S. GAAP the concept of extraordinary items. This guidance is effective for the Company in the first quarter of fiscal 2017. Early adoption is permitted and allows the Company to apply the amendment prospectively or retrospectively. The adoption of this guidance is not expected to have a material impact on the Company’s financial statements.

In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs which changes the presentation of debt issuance costs in financial statements. ASU 2015-03 requires an entity to present such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs will continue to be reported as interest expense. It is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2015. Early adoption is permitted. The new guidance will be applied retrospectively to each prior period presented. The adoption of this guidance is not expected to have a material impact on the Company’s financial statements.

In July 2015, the FASB issued ASU 2015-11, Inventory — Simplifying the Measurement of Inventory. ASU 2015-11 requires inventory to be subsequently measured using the lower of cost and net realizable value, thereby eliminating the market value approach. Net realizable value is defined as the “estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation.” ASU 2015-11 is effective for reporting periods beginning after December 15, 2016 and is applied prospectively. Early adoption is permitted. The Company is evaluating the impact, if any, of adopting this new accounting guidance on its financial statements.

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements.

Note 4 – ACCOUNTS RECEIVABLE

Accounts receivable are recorded at the invoiced amount and net of allowances for doubtful accounts. The allowance for doubtful accounts represents management’s estimate of the amount of probable credit losses in existing accounts receivable, as determined from a review of past due balances and other specific account data. The assessment includes actually incurred historical data as well as current economic conditions. Account balances are written off against the allowance when management determines the receivable is uncollectible. As of December 31, 2014 and 2013, the Company had accounts receivable of $432,508 and $142,478, respectively.

Note 5 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

As of December 31, 2014 and 2013, accounts payable and accrued expenses consisted of the following:

	12/31/2014		12/31/2013
Accounts payable	$	47,373	$	49,582
Sales tax payable		16,253		-
Accrued expenses		84,176		36,013
	$	147,802	$	85,595

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Note 6- TRADE FINANCING

The Company has a “Receivables Purchase Agreement” with a third party (the “Purchaser”), pursuant to which the Company offers to sell its accounts receivables to the purchaser with full recourse. The Purchaser shall maintain a 10% required reserve account representing an unpaid portion of the purchase price, to ensure Company’s performance with the provisions of the agreement. Purchaser may apply a portion of the purchase price to the reserve account in the amount of the reserve shortfall and the Company shall pay to purchaser on demand the amount of any reserve shortfall. The Company shall pay to the purchaser a fixed discount, which shall accrue on each purchased account from the date of initial payment up to three business days following the date on which the account is either collected or from the account debtor or settled by the Company. The Company shall pay to the purchaser a variable discount on each purchased account from the date of initial payment up to the date of accrual termination. The Company granted a continuing first priority security interest in the accounts receivables of the Company. As of December 31, 2014 and 2013, the Company had outstanding balances of $361,645 and $123,908, respectively.

Trade financing fees and interest charges for the years ended December 31, 2014 and 2013 were $32,051 and $15,056, respectively.

Note 7 – INCOME TAX

The Company files its own federal and state income tax returns. The Company elected to be treated as an “S” Corporation for income tax purposes, and the member is taxed directly on the profits and losses of the Company. The Company is liable for corporate franchise taxes in Texas.

As of December 31, 2014 and 2013, the Company was liable for corporate franchise taxes of $9,039 and $0, respectively.

Note 8- CUSTOMER CONCENTRATION

The Company had certain customers whose revenue individually represented 10% or more of the Company’s total revenue, or whose accounts receivable balances individually represented 10% or more of the Company’s total accounts receivable, as follows:

For the years ended December 31, 2014 and 2013, two customers accounted for approximately 66% and two customers accounted for approximately 64% of revenue, respectively.

At December 31, 2014, one customer accounted for approximately 82% of accounts receivable. At December 31, 2013, two customers accounted for approximately 74% of accounts receivable.

Note 10 –SUBSEQUENT EVENTS

Management has evaluated subsequent events or transactions occurring through the date the financial statements were issued. Management concluded that no additional subsequent events required disclosure in these financial statements.

On July 27, 2015, the Company entered into a definitive membership interest purchase agreement under which Code Rebel Corporation, a publicly-traded company, acquired all of the outstanding membership interests of the Company for a combination of cash and stock valued at $9.25 million. The acquisition closed on July 31, 2015.

Exhibit 99.2

THINOPS RESOURCES, LLC

CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2015 AND 2014

(UNAUDITED)

INDEX TO FINANCIAL STATEMENTS

Condensed Balance Sheets	1
Condensed Statements of Operations	2
Condensed Statements of Changes in Member’s Equity (Deficit)	3
Condensed Statements of Cash Flows	4
Condensed Notes to Financial Statements	5

THINOPS RESOURCES, LLC
CONDENSED BALANCE SHEETS

ASSETS
	June 30, 2015		December 31, 2014
	(Unaudited)		December 31, 2014
CURRENT ASSETS
Cash and cash equivalents	$	181,750	$	147,257
Accounts receivable		150,807		432,508
Prepaid expenses		2,326		318
TOTAL CURRENT ASSETS		334,883		580,083

NON-CURRENT ASSETS
Deposits		1,727		427
TOTAL NON-CURRENT ASSETS		1,727		427

TOTAL ASSETS	$	336,610	$	580,510

LIABILITIES AND MEMBER'S EQUITY

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	94,048	$	147,802
Other payable		1,794		6,137
Income tax payable		9,039		9,039
Trade financing		125,543		361,645
TOTAL CURRENT LIABILITIES		230,424		524,623


MEMBER'S EQUITY		106,186		55,887

TOTAL LIABILITIES AND MEMBER'S EQUITY	$	336,610	$	580,510

The accompanying notes are an integral part of these unaudited condensed financial statements

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THINOPS RESOURCES, LLC
CONDENSED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2015 AND 2014
(Unaudited)

	Three Months Ended				Six Months Ended
	June 30, 2015		June 30, 2014		June 30, 2015		June 30, 2014

Revenue	$	415,625	$	308,220	$	770,451	$	865,028
Cost of revenue		225,375		137,909		423,206		514,583
Gross profit		190,250		170,311		347,245		350,445

Operating Expenses
Advertising and promotion		7,663		4,800		11,993		9,450
Legal and professional		18,680		8,200		37,360		17,160
General and administration expenses		12,149		13,713		26,105		25,976
Total operating expenses		38,492		26,713		75,458		52,586
Income from operations		151,758		143,598		271,787		297,859

Other Expense
Trade financing fees		5,036		10,150		14,333		15,801
Total operating expenses		5,036		10,150		14,333		15,801

Income before provision for income taxes		146,722		133,448		257,454		282,058

Provision for income taxes		-		-		-		-

Net income	$	146,722	$	133,448	$	257,454	$	282,058

The accompanying notes are an integral part of these unaudited condensed financial statements

-2-

THINOPS RESOURCES, LLC
CONDENSED STATEMENTS OF CHANGES IN MEMBER'S EQUITY (DEFICIT)

	June 30, 2015			December 31, 2014
	(Unaudited)			December 31, 2014

Balance at beginning of year	$	55,887		$	(60,659	)
Member's distribution		(207,155	)		(533,587	)
Net income		257,454			650,133

Balance at end of period	$	106,186		$	55,887

The accompanying notes are an integral part of these unaudited condensed financial statements

-3-

THINOPS RESOURCES, LLC
CONDENSED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2015 AND 2014
(Unaudited)

	June 30,
	2015			2014

Net income	$	257,454		$	282,058
Adjustments to reconcile net income to net cash
provided by operating activities:

(Increase) decrease in assets:
Accounts receivable		281,701			(58,869	)
Prepaid expenses		(2,008	)		841
Deposits		(1,300	)		(4,034	)
Increase (decrease) in current liabilities:
Accounts payable and accrued expenses		(53,754	)		12,947
Other payable		(4,343	)		(10,955	)
Net cash provided by operating activities		477,750			221,988

CASH FLOWS FROM INVESTING ACTIVITIES		-			-

CASH FLOWS FROM FINANCING ACTIVITIES
Member's distributions		(207,155	)		(207,389	)
Trade financing, net		(236,102	)		21,619
Net cash used in financing activities		(443,257	)		(185,770	)

Net increase in cash and cash equivalents		34,493			36,218

Cash and cash equivalents at the beginning of the period		147,257			32,573

Cash and cash equivalents at the end of the period	$	181,750		$	68,791

SUPPLEMENTAL DISCLOSURES:

Cash paid during the year for:
Income tax payments	$	-		$	-
Interest payments and trade financing	$	14,333		$	15,801

The accompanying notes are an integral part of these unaudited condensed financial statements

-4-

THINOPS RESOURCES, LLC

CONDENSED NOTES TO FINANCIAL STATEMENTS

Note 1 – ORGANIZATION

Organization

ThinOps Resources, LLC (the “Company”, “we”, “our”) was organized under the laws of the State of Texas on October 25, 2012 to provide management and technology consulting services.

Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission.

Use of Estimates

Cash and Cash Equivalents

Allowance for Doubtful Accounts

The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management regularly reviews the composition of accounts receivable and analyzes customer credit worthiness, customer concentrations, current economic trends and changes in customer payment patterns. Reserves are recorded primarily on a specific identification basis. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of June 30, 2015 and 2014, the Company had no allowance for doubtful accounts.

Reportable Segment

Revenue Recognition

The Company’s revenue recognition policies are in compliance with Staff Accounting Bulletin 104. Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectability is probable. Revenue generally is recognized net of allowances for returns and any taxes collected from customers and subsequently remitted to governmental authorities.

Cost of Revenue

Cost of revenue consists primarily of outside consultants, commissions, and installed software associated with the delivery of our consulting services.

-5-

Income Taxes

As of June 30, 2015 and 2014, the Company had not taken any significant uncertain tax positions on its tax returns for 2014 and prior years or in computing its tax provision for 2014.

Concentration of Credit Risk

Risks and Uncertainties

Contingencies

Fair Value of Financial Instruments

-6-

The three levels of valuation hierarchy are defined as follows:

Level 1:

Valuations consist of unadjusted quoted prices in active markets for identical assets and liabilities and has the highest priority;

Level 2:

Valuations rely on quoted prices in markets that are not active or observable inputs over the full term of the asset or liability;

Level 3:

Recently Issued Accounting Pronouncements

There have been no new accounting pronouncements during the six months ended June 30, 2015 that we believe would have a material impact on our financial position or results of operations.

Note 4 – ACCOUNTS RECEIVABLE

Accounts receivable are recorded at the invoiced amount and net of allowances for doubtful accounts. The allowance for doubtful accounts represents management’s estimate of the amount of probable credit losses in existing accounts receivable, as determined from a review of past due balances and other specific account data. The assessment includes actually incurred historical data as well as current economic conditions. Account balances are written off against the allowance when management determines the receivable is uncollectible. As of June 30, 2015 and December 31, 2014, the Company had accounts receivable of $150,807 and $432,508, respectively.

Note 5 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

As of June 30, 2015 and December 31, 2014, accounts payable and accrued expenses consisted of the following:

	6/30/2015		12/31/2014
Accounts payable	$	87,333	$	47,373
Sales tax payable		6,430		16,253
Accrued expenses		285		84,176
	$	94,048	$	147,802

Note 6- TRADE FINANCING

The Company has a “Receivables Purchase Agreement” with a third party (the purchaser), pursuant to which the Company offers to sell its accounts receivables to the purchaser with full recourse. The Purchaser shall maintain a 10% required Reserve account representing an unpaid portion of the purchase price, to ensure Company’s performance with the provisions of the agreement. Purchaser may apply a portion of the purchase price to the Reserve account in the amount of the reserve shortfall and the Company shall pay to purchaser on demand the amount of any reserve shortfall. The Company shall pay to the purchaser a fixed discount, which shall accrue on each purchased account from the date of initial payment up to three business days following the date on which the account is either collected or from the account debtor or settled by the Company. The Company shall pay to the purchaser a variable discount on each purchased account from the date of initial payment up to the date of accrual termination. The Company granted a continuing first priority security interest in the accounts receivables of the Company. As of June 30, 2015 and December 31, 2014, the Company had outstanding balances of $125,543 and $361,645, respectively.

Trade financing fees and interest charges for the three months ended June 30, 2015 and 2014 were $5,036 and $10,150, respectively.

Trade financing fees and interest charges for the six months ended June 30, 2015 and 2014 were $14,333 and $15,801, respectively.

-7-

Note 7 – INCOME TAX

For the six months ended June 30, 2015 and 2014, the Company was not liable for corporate franchise taxes.

Note 8- CUSTOMER CONCENTRATION

For the six month periods ended June 30, 2015 and 2014, four customers accounted for 63% and two customers accounted for 55% of revenue, respectively.

At June 30, 2015, four customers accounted for 80% of accounts receivable. At June 30, 2014, three customers accounted for 68% of accounts receivable.

Note 10 –SUBSEQUENT EVENTS

Exhibit 99.3

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

On July 31, 2015, Code Rebel Corporation (the ‘‘Company,’’ ‘‘we,’’ ‘‘our’’ or ‘‘us’’) completed the acquisition of ThinOps Resources, LLC. (‘‘ThinOps’’). The accompanying unaudited pro forma condensed consolidated combined balance sheet as of June 30, 2015 presents our historical financial position combined with ThinOps as if the acquisition and the financing for the acquisition had occurred on June 30, 2015. The accompanying unaudited pro forma condensed consolidated combined statements of operations for the six months ended June 30, 2015 and the year ended December 31, 2014 present the combined results of our operations with ThinOps as if the acquisition and the financing for the acquisition had occurred on January 1, 2014. The historical unaudited pro forma condensed consolidated financial information includes adjustments that are directly attributable to the acquisition, factually supportable and with respect to the statement of operations are expected to have a continuing effect on our combined results. The unaudited pro forma condensed consolidated combined financial information does not reflect the costs of any integration activities or benefits that may result from realization of future cost savings from operating efficiencies, or any revenue, tax, or other synergies that may result from the acquisition. The unaudited pro forma condensed consolidated combined financial information and related notes are being provided for illustrative purposes only and are not necessarily indicative of what our financial position or results of operations actually would have been had we completed the acquisition at the dates indicated nor are they necessarily indicative of the combined company’s future financial position or operating results of the combined company.

The accompanying unaudited pro forma condensed consolidated combined financial information and related notes should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2014 and our unaudited condensed consolidated financial statements as of and for the six months ended June 30, 2015 and ThinOps audited financial statements as of and for the year ended December 31, 2014 and ThinOps unaudited consolidated financial statements as of and for the six months ended June 30, 2015.

We prepared the unaudited pro forma condensed consolidated combined financial information pursuant to Regulation S-X Article 11. Accordingly, our cost to acquire ThinOps of approximately $9.25 million has been allocated to the assets acquired and liabilities assumed according to their estimated fair values at the date of acquisition. Any excess of the purchase price over the estimated fair value of the net assets acquired has been recorded as goodwill. The preliminary estimates of fair values are reflected in the accompanying unaudited pro forma condensed consolidated combined financial information. The final determination of these fair values will be completed as soon as possible but no later than one year from the acquisition date. The final valuation will be based on the actual fair values of assets acquired and liabilities assumed at the acquisition date. Although the final determination may result in asset and liability fair values that are different than the preliminary estimates of these amounts included herein, it is not expected that those differences will be material to an understanding of the impact of this transaction to our financial results.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
JUNE 30, 2015

	Code Rebel Corporation			ThinOps Resources, LLC			Combined Historical				Pro forma Adjustments			Combined Pro Forma
CURRENT ASSETS
Cash and cash equivalents	$	4,428,018		$	181,750		$	4,609,768		1	$	(750,000	)	$	3,859,768
Accounts receivable		9,490			150,807			160,297							160,297
Deposit and prepaid expense		32,014			2,326			34,340							34,340
TOTAL CURRENT ASSETS		4,469,522			334,883			4,804,405							4,054,405

NON-CURRENT ASSETS
Investment in subsidiary										1		9,247,415			-
										2		(9,247,415	)
Intangible assets, net		12,194			-			12,194							12,194
Property and equipment, net		9,134			-			9,134							9,134
Deposits		-			1,727			1,727							1,727
Goodwill		-			-			-		2		9,141,229			9,141,229
TOTAL NON-CURRENT ASSETS		21,328			1,727			23,055							9,164,284
TOTAL ASSETS	$	4,490,850		$	336,610		$	4,827,460						$	13,218,689

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	217,208		$	94,048		$	311,256						$	311,256
Trade financing		-			125,543			125,543							125,543
Income tax payable		-			9,039			9,039							9,039
Payable to related party		113,653			-			113,653							113,653
Other payable		10,000			1,794			11,794							11,794
TOTAL CURRENT LIABILITIES		340,861			230,424			571,285							571,285

STOCKHOLDERS' EQUITY
Common stock		1,268			-			1,268		1		67			1,335
Additional paid in capital		6,150,317			-			6,150,317		1		8,497,348			14,647,665
Members' distribution		-			(1,037,678	)		(1,037,678	)	2		1,037,678			-
Retained earnings (accumulated deficit)		(2,001,596	)		1,143,864			(857,732	)	2		(1,143,864	)		(2,001,596	)
TOTAL STOCKHOLDERS' EQUITY		4,149,989			106,186			4,256,175							12,647,404

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	4,490,850		$	336,610		$	4,827,460						$	13,218,689

Pro Forma Adjustments

Investment in subsidiary

9,247,415

Cash

750,000

Common stock

Additional paid in capital

8,497,348

To record investment for ThinOps. Payment of cash of $750,000 and issuance of 667,511 shares at $12.73 per share.

Investment in subsidiary

9,247,415

Members distribution

1,037,678

Retained earnings

1,143,864

Goodwill

9,141,229

To eliminate the investment in ThinOps and record the goodwill.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Six Month Period Ended June 30, 2015

	Code Rebel Corporation			ThinOps Resources, LLC		Combined Historical				Pro forma Adjustments		Combined Pro Forma

Revenue, net	$	81,423		$	770,451	$	851,874				-	$	851,874
Cost of sales		142,915			423,206		566,121						566,121

Gross (loss) profit		(61,492	)		347,245		285,753						285,753

Operating expenses:
Advertising and promotion		9,047			11,993		21,040						21,040
Legal and professional		73,895			37,360		111,255						111,255
General and administration expenses		186,222			26,105		212,327						212,327
Depreciation and amortization expenses		1,421			-		1,421						1,421
Total operating expenses		270,585			75,458		346,043						346,043

Income (loss) from operations		(332,077	)		271,787		(60,290	)					(60,290	)

Other expense
Interest expense		33,293			-		33,293						33,293
Amortization of debt discount		47,413			-		47,413						47,413
Trade financing fees		-			14,333		14,333				-		14,333
Total other expense		80,706			14,333		95,039						95,039


Income (loss) before income tax provision		(412,783	)		257,454		(155,329	)					(155,329	)

Income tax provision		-			-		-						-

Net (loss) income	$	(412,783	)	$	257,454	$	(155,329	)				$	(155,329	)



Earnings per share:
Basic	$	(0.04	)			$	(0.01	)				$	(0.01	)

Diluted	$	(0.04	)			$	(0.01	)				$	(0.01	)

Weighted average number of shares outstanding:
Basic		10,622,508					10,622,508		1		667,511		11,290,019

Diluted		10,622,508					10,622,508		1		667,511		11,290,019


Pro Forma Adjustments

#1	To effect shares issued upon reorganization.
	The Company did not include potentially dilutive shares issued or outstanding as the effect of those shares would have been anti-dilutive.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2014




	Code Rebel Corporation			ThinOps Resources, LLC		Combined Historical				Pro forma Adjustments		Combined Pro Forma

Revenue, net	$	223,453		$	2,000,499	$	2,223,952				-	$	2,223,952
Cost of sales		157,590			1,187,972		1,345,562						1,345,562

Gross profit		65,863			812,527		878,390						878,390

Operating expenses:
Advertising and promotion		21,940			24,485		46,425						46,425
Legal and professional		595,404			40,520		635,924						635,924
General and administration expenses		46,213			56,299		102,512						102,512
Depreciation and amortization expenses		5,960			-		5,960						5,960
Total operating expenses		669,517			121,304		790,821						790,821

(Loss) income from operations		(603,654	)		691,223		87,569						87,569

Other expense
Interest expense		43,200			-		43,200						43,200
Amortization of debt discount		33,088			-		33,088						33,088
Trade financing fees		-			32,051		32,051				-		32,051
Total other expense		76,288			32,051		108,339						108,339


(Loss) income before income tax provision		(679,942	)		659,172		(20,770	)					(20,770	)

Income tax provision		-			9,039		9,039						9,039

Net (loss) income	$	(679,942	)	$	650,133	$	(29,809	)				$	(29,809	)



Earnings per share:
Basic	$	(0.07	)	$	-	$	(0.00	)				$	(0.00	)

Diluted	$	(0.07	)	$	-	$	(0.00	)				$	(0.00	)

Weighted average number of shares outstanding:
Basic		10,000,000			-		10,000,000		1		667,511		10,667,511


Diluted		10,000,000			-		10,000,000		1		667,511		10,667,511

Pro Forma Adjustments

#1	To effect shares issued upon reorganization.
	The Company did not include potentially dilutive shares issued or outstanding as the effect of those shares would have been anti-dilutive.

Note 1 — Basis of presentation

The unaudited pro forma condensed combined financial statements are based on Code Rebel Corporation and Subsidiary’s and ThinOps Resources, LLC’s historical consolidated financial statements as adjusted to give effect to the acquisition of ThinOps Resources, LLC by Code Rebel Corporation. The unaudited pro forma combined statements of operations for the six month period ended June 30, 2015 and the 12 months ended December 31, 2014 give effect to the ThinOps Resources, LLC acquisition as if it had occurred on January 1, 2014. The unaudited pro forma combined balance sheet as of June 30, 2014 gives effect to the ThinOps Resources LLC acquisition as if it had occurred on June 30, 2015.

Note 2 — Preliminary purchase price allocation

On July 31, 2015, Code Rebel acquired ThinOps Resources, LLC for total consideration of approximately $9.25 million. The unaudited pro forma condensed combined financial information includes various assumptions, including those related to the preliminary purchase price allocation of the assets acquired and liabilities assumed of ThinOps Resources, LLC based on management’s best estimates of fair value. The final purchase price allocation may vary based on final appraisals, valuations and analyses of the fair value of the acquired assets and assumed liabilities. Accordingly, the pro forma adjustments are preliminary and have been made solely for illustrative purposes.

The following table shows the preliminary allocation of the purchase price for ThinOps Resources, LLC to the acquired identifiable assets, liabilities assumed and pro forma goodwill:

Total purchase price	$	9,247,415

Cash and cash equivalents		181,750
Accounts receivable		150,807
Deposit and prepaid expense		2,326
Other		1,727
Total identifiable assets		336,610

Accounts payable and accrued expenses		(94,048	)
Trade financing		(125,543	)
Income tax payable		(9,039	)
Other payable		(1,794	)
Total liabilities assumed		(230,424	)

Net assets acquired		106,186

Total proforma goodwill	$	9,141,229

Note 3 — Pro forma adjustments

The pro forma adjustments are based on our preliminary estimates and assumptions that are subject to change. The following adjustments have been reflected in the unaudited pro forma condensed combined financial information:

Adjustments to the pro forma condensed combined balance sheet:

(1) Reflect the investment in a subsidiary and the payment of the purchase price; and

(2) Reflect the preliminary estimate of goodwill, which represents the excess of the purchase price over the fair value of ThinOps Resources, LLC’s identifiable assets acquired and liabilities assumed as shown in Note 2.

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