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SEC Filings

SEVEN STARS CLOUD GROUP, INC. filed this Form 10-Q on 11/13/2017
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able to effectively compete in certain markets which could impact the Company’s profitability and prospects.


Our International Operations Expose Us to a Number of Risks


Our international activities are significant to our revenues and profits, and we plan to further expand internationally. In certain international market segments, we have relatively little operating experience and may not benefit from any first-to-market advantages or otherwise succeed. It is costly to establish, develop, and maintain international operations and platforms, and promote our brand internationally.


Our international sales and operations are subject to a number of risks, including:

local economic and political conditions;
government regulation of e-commerce and other services, electronic devices, and competition, and restrictive governmental actions (such as trade protection measures, including export duties and quotas and custom duties and tariffs), nationalization, and restrictions on foreign ownership;
restrictions on sales or distribution of certain products or services and uncertainty regarding liability for products, services, and content, including uncertainty as a result of less Internet-friendly legal systems, local laws, lack of legal precedent, and varying rules, regulations, and practices regarding the physical and digital distribution of media products and enforcement of intellectual property rights;
limitations on the repatriation and investment of funds and foreign currency exchange restrictions;
limited technology infrastructure;
shorter payable and longer receivable cycles and the resultant negative impact on cash flow;
laws and regulations regarding consumer and data protection, privacy, network security, encryption, payments, and restrictions on pricing or discounts;

geopolitical events, including war and terrorism.


Item 2. Unregistered Sales of Equity Securities and Use of Proceeds


There were no unregistered sales of equity securities during the fiscal quarter ended September 30, 2017, other than those that were previously reported in our Current Reports on Form 8-K.


Item 3. Defaults Upon Senior Securities


There were no defaults upon senior securities during the fiscal quarter ended September 30, 2017.


Item 4. Mine Safety Disclosures


Not applicable.


Item 5. Other Information


On May 10, 2012, at the request of Seven Stars Cloud Group, Inc. (the “Company’), Mr. Shane McMahon made a loan to the Company in the amount of $3,000,000. In consideration for the loan, the Company issued a convertible note to Mr. McMahon in the principal amount of $3,000,000, as amended on May 18, 2012, October 19, 2012, May 10, 2013, January 31, 2014, December 30, 2014 and December 31, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “McMahon Note”).


Effective on November 9, 2017, the Company and Mr. McMahon entered into Amendment No. 7 to the McMahon Note pursuant to which the McMahon Note will be, at Mr. McMahon’s option, payable on demand or convertible on demand into Common Stock at a conversion price of $1.50, until December 31, 2019.


The foregoing description of Amendment No. 7 to the McMahon Note is qualified in its entirety by reference to the actual Amendment No. 7 to the McMahon Note, a copy of which is filed as Exhibit 10.4 hereto and incorporated herein by reference.