Business Context and Reporting Period
This Form 8-K is a current report filed by TMSR Holding Company Limited (referred to in metadata as GD Culture Group Ltd) on October 31, 2018, regarding events occurring on October 26, 2018. The company is incorporated in Nevada and operates from Wuhan, China.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document is strictly an informational report regarding a change in the company's independent auditor.
Material Changes
The primary material change reported is the termination of the previous independent registered public accounting firm and the engagement of a new firm:
- Termination: On October 26, 2018, the Audit Committee dismissed Friedman LLP as the independent auditor, effective immediately.
- Engagement: On October 26, 2018, the Board of Directors approved the engagement of WWC, P.C. to audit the fiscal year ending December 31, 2018, and review the quarter ended September 30, 2018.
Management Commentary and Risks
Management stated that the auditor's reports for the past two fiscal years did not contain adverse opinions, disclaimers, or qualifications. The company reported no "disagreements" or "reportable events" with the former auditor, Friedman LLP, during the two most recent fiscal years or the interim period through June 30, 2018. Similarly, no consultations regarding accounting principles or disagreements occurred with the new auditor, WWC, P.C., prior to their engagement. A letter from Friedman LLP confirming these statements is filed as Exhibit 16.1.
Investor Verification Checklist
- Verify the content of the letter from Friedman LLP (Exhibit 16.1) to confirm their agreement with the company's statements regarding the lack of disagreements.
- Review the qualifications and track record of the new auditor, WWC, P.C.
- Monitor future filings for any restatements of financials or delays in the 2018 audit resulting from the auditor change.