UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of ~~The Securities Exchange Act of 1934~~

~~Date~~the ofSecurities ~~Report:~~Exchange ~~February~~Act ~~21, 2017 (Date~~ of ~~Earliest Event Reported: February 14, 2017)~~ 1934

~~TCP~~Date ~~INTERNATIONAL~~of ~~HOLDINGS~~Report: March ~~LTD.~~15, 2017 (Date of earliest event reported March 15, 2017)

TCP INTERNATIONAL HOLDINGS LTD. (Exact name of registrant as specified in its charter)

Switzerland	1-36521	Not Applicable
(State or other jurisdiction ofincorporation or organization)	(Commission File Number)	(I.R.S. EmployerIdentification No.)
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

Alte Steinhauserstrasse 116330 Cham, Switzerland (Address of principal executive offices)

6330 Cham, Switzerland

(Address of principal executive offices)

(330) 995-6111

(Registrant’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 registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 43.01 ~~Changes~~. inNotice ~~Registrant’s~~of ~~Certifying~~Delisting ~~Accountant~~or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

OnAs ~~February~~previously ~~14,~~disclosed ~~2017,~~by TCP International Holdings Ltd. (the “Company”), ~~received~~on ~~notification~~November ~~from~~21, ~~KPMG~~2016, ~~LLP~~the New York Stock Exchange (the “~~KPMG~~NYSE”), suspended trading in the Company’s ~~independent~~common ~~registered~~stock ~~public~~and ~~accounting~~announced ~~firm,~~its ~~advising~~intention ~~the~~to ~~Company~~commence ofproceedings ~~KPMG’s~~to ~~resignation~~delist as the Company’s ~~independent~~common ~~registered~~stock ~~public~~from ~~accounting~~the ~~firm~~NYSE. ~~upon~~The ~~completion~~Company ofsubsequently ~~their~~appealed ~~audit of~~ the ~~Company'~~NYSE’s ~~financial~~delisting ~~statements~~determination ~~for~~and requested that the ~~year~~determination ~~ended~~be ~~December~~reviewed ~~31,~~by ~~2015,~~a ~~and~~Committee of the ~~issuance~~Board of ~~their~~Directors ~~report~~of ~~thereon~~NYSE Regulation. ~~KPMG~~On ~~will~~March ~~not~~15, ~~issue~~2017, ~~their~~the ~~audit~~Company ~~report~~withdrew ~~for~~its ~~the~~request ~~year~~for ~~ended~~an ~~December~~appeal. As ~~31,~~a ~~2015~~result, ~~until~~ the ~~completion~~NYSE ofnotified the ~~audit~~Company of ~~the~~its ~~Company's~~intention ~~financial~~to ~~statements~~apply asto ofthe Securities and Exchange Commission for ~~the~~delisting ~~year~~of ~~ended~~the ~~December~~Company’s ~~31,~~common ~~2016~~stock, bywhich awill ~~successor~~remove ~~independent~~the ~~registered~~common ~~public~~stock ~~accounting~~from ~~firm.~~listing and registration on the NYSE.

The ~~audit reports of KPMG on the~~ Company’s ~~consolidated~~common ~~financial~~stock ~~statements~~currently astrades ofunder ~~and for~~ the ~~years~~symbol ~~ended~~“TCPIF” December 31, 2014, and 2013, did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles. KPMG has not issued any report on the ~~Company’s~~OTC ~~financial statements for the fiscal years ended December 31~~Link, 2015 or 2016. During the Company's two most recent fiscal years, and the subsequent interim period through February 14, 2017, there have been (1) no disagreements with KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which ~~disagreements~~is ifoperated ~~not~~by ~~resolved~~OTC toMarkets ~~the~~Group satisfaction of KPMG would have caused KPMG to make reference thereto in KPMG’s reports on the financial statements for such years; and (2) no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K, except for the matters set forth hereinInc. ~~The Company will authorize KPMG to respond fully to the inquiries of the successor independent registered public accounting firm, which has yet to be selected.~~

AsItem previously reported in the Company’s Current Report on Form 8-K, dated November 5, 2015, and in its subsequent Exchange Act filings and press releases, the Company has been unable to complete the filing of its Annual Report on Form 10-K for the year ended December 31, 2015, or its Quarterly Reports on Form 10-Q for the quarters ended September 30, 2015, March 31, 2016, June 30, 2016 and September 30, 2016, due to delays caused by its Audit Committee investigation7. ~~The~~01. ~~Audit~~Regulation ~~Committee~~FD of the Company’s Board of Directors conducted an internal investigation into certain payments made by the Company’s former Chairman, Ellis Yan, his violation of his separation agreement, and potential related party transactions involving the Company’s former Vice Chairman, Solomon YanDisclosure.

~~The~~On ~~Company~~March ~~concluded~~15, ~~that~~2017, ~~certain actions of Ellis and Solomon Yan identified in~~ the ~~Audit~~Company ~~Committee~~issued ~~investigation resulted in~~ a ~~material~~press ~~weakness~~release inregarding the ~~effectiveness~~withdrawal of ~~the Company’s internal control over financial reporting. During the course of~~ its ~~engagement,~~appeal ~~KPMG expressed to the Company’s management~~ and the ~~Audit~~delisting ~~Committee~~of its ~~concern~~common ~~that~~stock ~~the~~from ~~actions of~~ the ~~Ellis and Solomon Yan resulted in an inappropriate tone at the top~~NYSE. To ~~address~~A ~~the~~copy ~~material weakness, the Company has been pursuing a remediation plan, part~~ of ~~which has included~~ the ~~previously~~press ~~announced~~release ~~resignations~~is offurnished ~~Ellis and Solomon Yan~~ as ~~directors~~Exhibit ~~and~~99.1 ~~officers of the Company and the naming of a new Senior Vice President of Operations~~ to ~~oversee~~this ~~the~~Current ~~Company’s~~Report ~~manufacturing~~on ~~facilities~~Form ~~in China and its international supply chain~~8-K.

~~The Company has provided KPMG with a copy of the disclosures required by~~ Item 304(a) of Regulation S-K contained in this Current Report on Form 8-K and has requested that KPMG furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether KPMG agrees with the statements made by the Company in this Current Report on Form 8-K and, if not, stating the respects in which it does not agree9. ~~A copy of KPMG’s letter, dated February 21, 2017, is filed as Exhibit 16~~01.1 Financial toStatements ~~this~~and ~~Current Report on Form 8-K~~Exhibits.

~~To date, the Company has not appointed an independent registered public accounting firm to audit its financial statements as of and for the year ended December 31, 2016, as successor to KPMG~~(d) Exhibits. ~~The Company will file a Current Report on Form 8-K upon any appointment of a new independent registered public accounting firm for the Company.~~

Item 7.01 Regulation FD Disclosure.



EXHIBIT INDEX	DESCRIPTION
99.1	Press Release, dated March 15, 2017.

On February 21, 2017, the Company issued a press release announcing the resignation of KPMG as the Company’s independent registered public accounting firm. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

EXHIBITINDEX		DESCRIPTION
16.1		Letter from KPMG LLP, dated February 21, 2017
99.1		Press release, dated February 21, 2017

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned ~~thereunto~~hereunto duly authorized.

TCP INTERNATIONAL HOLDINGS LTD. By: /s/ Zachary Guzy Zachary GuzyChief Financial Officer



		TCP INTERNATIONAL HOLDINGS LTD.


	By:	/s/ Zachary Guzy
		Zachary Guzy
		Chief Financial Officer
Date: March 15, 2017

Date: February 21, 2017

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