Current Report Filing (8-k)
31 Oktober 2018 - 9:09PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of report (Date of earliest event reported): October 31, 2018 (October 26, 2018)
TMSR
Holding Company Limited
(Exact
name of Company as specified in charter)
Nevada
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001-37513
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47-3709051
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(State
or other jurisdiction
of incorporation)
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(Commission
File No.)
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(IRS
Employer
Identification No.)
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A101
Hanzheng Street City Industry Park,
No.21
Jiefang Avenue, Qiaokou District, Wuhan, Hubei, China 430000
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(Address
of Principal Executive Offices) (Zip code)
+86-022-5982-4800
(Company’s
Telephone number including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under
any of the following provisions (see General Instruction A.2. below):
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 4.01 Changes in Registrant’s Certifying Accountant.
(a) Termination of Previous
Independent Registered Public Accounting Firm
On October 26, 2018, the Audit Committee
of the Board of Directors of TMSR Holding Company Limited (the “Company”, “we”, or “us”) dismissed
Friedman LLP (“Friedman”) as our independent auditor, effective immediately. The auditor’s report of Friedman
on the Company’s consolidated financial statements as of and for either of the past two fiscal years did not contain an adverse
opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles.
During the two most recent fiscal years
and through the subsequent interim period through June 30, 2018, preceding Friedman’s dismissal, there were no (i) “disagreements”
(as that term is defined in Item 304(a)(1)(iv) of Regulation S-K) between the Company and Friedman on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved
to the satisfaction of Friedman would have caused Friedman to make reference to the subject matter thereof in its reports for such
fiscal years and interim period, or (ii) “reportable events” as that term is described in Item 304(a)(1)(v) of Regulation
S-K.
We furnished a copy of this disclosure
to Friedman and have requested that Friedman furnish us with a letter addressed to the Securities and Exchange Commission (the
“SEC”) stating whether such firm agrees with the above statements or, if not, stating the respects in which it does
not agree. We have received the requested letter from Friedman, and a copy of the letter is filed with this Current Report on Form
8-K as Exhibit 16.1.
(b) Engagement of New Independent
Registered Public Accounting Firm
On October 26, 2018, the Board of Directors
approved the engagement of WWC, P.C. (“WWC”) as the Company’s independent registered public accounting firm
to audit the Company’s consolidated financial statements as of and for the fiscal year ending December 31, 2018 and to review the Company’s consolidated financial statements for the fiscal quarter ended September 30, 2018.
During the two most recent fiscal years
and through the subsequent interim period preceding WWC’s engagement, the Company has not consulted with WWC regarding (i)
the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion
that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company nor
oral advice was provided that WWC concluded was an important factor considered by the Company in reaching a decision as to the
accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a disagreement (as defined
in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable event (as described
in Item 304(a)(1)(v) of Regulation S-K).
Item 9.01 Financial Statements and Exhibits.
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.
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TMSR HOLDING COMPANY LIMITED
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Date: October 31, 2018
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By:
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/s/ Zheyi Wang
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Name:
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Zheyi Wang
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Title:
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Co-Chairman
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