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 April 11, 2018, regarding events occurring on April 10, 2018. The filing addresses a change in the company's independent registered public accounting firm.
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 procedural regarding auditor changes.
Material Changes
- Dismissal of Previous Auditor: The Board of Directors confirmed the dismissal of WithumSmith+Brown, PC ("Withum") as the independent registered public accounting firm, effective immediately on April 10, 2018.
- Appointment of New Auditor: The Board approved the appointment of Friedman LLP ("Friedman") as the new independent registered public accounting firm to audit consolidated financial statements for the fiscal year ending December 31, 2018.
- Audit History: Withum's audit reports for fiscal years 2016 and 2017 did not contain adverse opinions, disclaimers, or qualifications regarding audit scope or accounting principles.
Management Commentary and Risks
Management reported no "disagreements" or "reportable events" with the former auditor, Withum, during the fiscal years ended December 31, 2017 and 2016, or the subsequent period through April 10, 2018. The company confirmed that Withum agreed with these statements in a letter filed as Exhibit 16.1. Additionally, the company stated it had not consulted the new auditor, Friedman, regarding any matters that would constitute a disagreement or reportable event under Regulation S-K.
Investor Verification Checklist
- Verify the content of Exhibit 16.1 (Letter from WithumSmith+Brown, PC) to confirm the auditor's agreement with the company's statements regarding the dismissal.
- Confirm the transition timeline for the new auditor, Friedman LLP, to ensure no gaps in audit coverage for the 2018 fiscal year.
- Review subsequent filings to ensure the new auditor issues an unqualified opinion on the 2018 financial statements.