UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission file number: 001-36055 Bat Group, Inc. (Exact name of registrant as specified in its charter) | --- | --- | |------------------- ...

[PART I. FINANCIAL INFORMATION](index=2&type=section&id=PART%201.%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=2&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) The company presents unaudited financial statements showing significant asset growth alongside a widening net loss from continuing operations Condensed Consolidated Balance Sheet Summary (Unaudited) | Account | June 30, 2019 | December 31, 2018 | | :--- | :--- | :--- | | **Total current assets** | $2,570,708 | $1,572,038 | | **Total noncurrent assets** | $5,463,331 | $1,639,542 | | **Total Assets** | **$8,034,039** | **$3,211,580** | | **Total Liabilities** | **$2,581,343** | **$409,357** | | **Total Equity** | **$5,452,696** | **$2,802,223** | Condensed Consolidated Statements of Operations Summary (Unaudited) | Account | Six Months Ended June 30, 2019 | Six Months Ended June 30, 2018 | | :--- | :--- | :--- | | Income from operating lease | $940,894 | $96,721 | | Total operating expenses | $3,771,783 | $1,052,275 | | Net loss from continuing operations | $(2,870,151) | $(955,259) | | Net income from discontinued operations | $0 | $10,072,629 | | **Net (loss) income** | **$(2,870,151)** | **$9,117,370** | | **Loss per share - basic and diluted** | **$(0.45)** | **$2.16** | Condensed Consolidated Statements of Cash Flows Summary (Unaudited) | Account | Six Months Ended June 30, 2019 | Six Months Ended June 30, 2018 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | $(1,744,246) | $(28,617) | | Net Cash Used in by Investing Activities | $(5,101,686) | $(3,232,333) | | Net Cash Provided by Financing Activities | $6,716,633 | $3,265,370 | | **Net (Decrease) Increase in Cash** | **$(176,930)** | **$3,088** | [Notes to Unaudited Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) This section details the business shift to car leasing, VIE structure risks, liquidity issues, and recent financing activities - The company's primary business is now **operating leasing of used luxurious cars** in China, following the disposal of its micro-lending business[23](index=23&type=chunk) - The company operates in China through a **Variable Interest Entity (VIE)**, which poses risks related to the enforceability of VIE agreements under PRC law[21](index=21&type=chunk)[42](index=42&type=chunk)[96](index=96&type=chunk) - As of June 30, 2019, the company had a cash balance of $1.3 million and **negative working capital of $10,635**, indicating liquidity challenges[91](index=91&type=chunk) - The company received two notifications from Nasdaq for **non-compliance with listing rules** regarding shareholder approval and minimum bid price[167](index=167&type=chunk)[168](index=168&type=chunk) - In April and May 2019, the company completed two registered direct offerings, **raising aggregate gross proceeds of approximately $5.2 million**[114](index=114&type=chunk)[115](index=115&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=39&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management analyzes financial results, highlighting revenue growth from car leasing offset by rising expenses and net losses [Results of Operations](index=39&type=section&id=Results%20of%20Operations) This section compares financial performance, showing significant revenue growth from an expanded car fleet offset by sharply higher operating costs Q2 2019 vs Q2 2018 Performance | Metric | Q2 2019 | Q2 2018 | Change (%) | | :--- | :--- | :--- | :--- | | Income from operating lease | $540,895 | $96,721 | 459% | | Total operating expenses | $1,531,495 | $489,848 | 213% | | Net loss from continuing operations | $(1,040,325) | $(392,832) | 165% | H1 2019 vs H1 2018 Performance | Metric | H1 2019 | H1 2018 | Change (%) | | :--- | :--- | :--- | :--- | | Income from operating lease | $940,894 | $96,721 | 873% | | Total operating expenses | $3,771,783 | $1,052,275 | 258% | | Net loss from continuing operations | $(2,870,151) | $(955,259) | 200% | - The increase in SG&A expenses in H1 2019 was primarily due to higher promotion, car-related, legal, and consulting fees, including **$1.28M in share-based compensation**[190](index=190&type=chunk) [Cash Flows and Capital Resources](index=44&type=section&id=Cash%20Flows%20and%20Capital%20Resources) The company's liquidity relies on recent capital raises amid negative operating cash flow and significant investment activities - The company raised approximately **$3.7 million in April 2019** and **$1.5 million in May 2019** through registered direct offerings to finance operations[194](index=194&type=chunk) - Investing activities in H1 2019 included **$1.9 million for purchasing used cars**, $1.1 million in equity investments, $1.0 million in financial products, and $1.1 million in loans[200](index=200&type=chunk) Summary of Cash Flows (Six Months Ended June 30) | Cash Flow Activity | 2019 | 2018 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | $(1,744,246) | $(201,373) | | Net Cash Used in Investing Activities | $(5,101,686) | $(3,232,333) | | Net Cash Provided by Financing Activities | $6,716,633 | $3,265,370 | [PART II. OTHER INFORMATION](index=46&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=46&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) This section outlines the resolution and settlement of several major legal actions, including class actions and derivative suits - The 2014 Class Action lawsuit was **settled**, with the company **paying $245,000 in cash and issuing 950,000 shares**[213](index=213&type=chunk)[215](index=215&type=chunk) - The 2015 Derivative Action was **settled and dismissed in July 2019**, with the company agreeing to adopt certain corporate governance reforms[219](index=219&type=chunk)[220](index=220&type=chunk) - The 2018 court matter with Shanghai Nonobank was **dismissed in its entirety** as against the company in July 2019[228](index=228&type=chunk)[229](index=229&type=chunk) [Item 1A. Risk Factors](index=49&type=section&id=ITEM%201A.%20RISK%20FACTORS) The company highlights material risks from non-compliance with Nasdaq listing rules, which could lead to delisting - The company received a notification from Nasdaq for **non-compliance with Listing Rule 5635(d)** for repricing warrants without shareholder approval[231](index=231&type=chunk) - The company received a second notification from Nasdaq for **failing to meet the minimum bid price requirement of $1.00 per share**[234](index=234&type=chunk) - If the company is unable to regain compliance with Nasdaq's listing requirements, its **common stock could be delisted**, adversely affecting its market price[237](index=237&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=51&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) This section details proceeds from registered direct offerings and concurrent private placements of warrants in April and May 2019 - In April 2019, the company sold 1,680,000 shares of common stock and issued warrants, raising gross proceeds of **approximately $3.7 million**[238](index=238&type=chunk) - In May 2019, the company sold 1,440,000 shares of common stock and issued warrants, raising gross proceeds of **approximately $1.5 million**[242](index=242&type=chunk) - The warrants issued in both financings were offered in private placements, **exempt from registration requirements** under the Securities Act[238](index=238&type=chunk)[242](index=242&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission file number: 001-36055 China Bat Group, Inc. (Exact name of registrant as specified in its charter) | --- | --- | |----------------- ...

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Delaware 45-4077653 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _______ Commission file number: 001-36055 China Bat Group, I ...