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Washington, D.C. 20549






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):  March 26, 2018



(Exact name of registrant as specified in its charter)


Nevada 000-54123 95-4550154
(State or other jurisdiction of incorporation) (Commission file number) (I.R.S. Employer Identification Number)


1700 W Horizon Ridge Parkway, Suite 102,

Henderson, Nevada 89012

(Address of principal executive offices) (Zip Code)


(702) 453-2221

(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:


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


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


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


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


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.  ¨









Section 2 - Financial Information


Item 2.02 Results of Operations and Financial Condition.


On March 26, 2018, 3PEA International Inc. issued a press release regarding its financial results for the year ended December 31, 2017. A copy of the press release is filed herewith as Exhibit 99.1 to this Current Report and is incorporated herein by reference.


As provided in General Instruction B.2 of SEC Form 8-K, such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this Current Report on Form 8-K.Section 9 – Financial Statements and Exhibits.


Item 9.01 Financial Statements and Exhibits.


(a)   Financial Statements of businesses acquired:  Not applicable.


(b)   Pro forma financial information: Not applicable.


(c)   Shell company transactions:  Not applicable.


(d)   Exhibits:


Exhibit No. Description
99.1 Press release dated March 26, 2018





In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.




Date: March 28, 2018 /s/ Mark Newcomer
  By: Mark Newcomer, Chief Executive Officer