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PHCG Pure Harvest Corporate

Filed: 25 Mar 21, 12:22pm
                                  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 of Report: March 19, 2021

                       PURE HARVEST CORPORATE GROUP, INC.
                    ----------------------------------------
                     (Name of registrant as specified in its
                                    charter)

        Colorado                   333-212055               71-0952431
   ------------------          --------------------      ---------------
 State of Incorporation          Commission File          IRS Employer
                                      Number           Identification No.

                         7400 E. Crestline Cir. Ste. 130
                           Greenwood Village, CO 80111
                     Address of principal executive offices

                                 (800) 560-5148
                      Telephone number, including area code

                    Former name or former address if changed
                                since last report

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:

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

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

[ ]   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))

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 [x]

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 13a of the
Exchange Act. [x]

 Securities registered pursuant to Section 12(b) of the Act:

--------------------------------------------------------------------------------
       Title of each          Trading          Name of each exchange on which
           class             Symbol(s)                   registered
--------------------------------------------------------------------------------
         None                  N/A                          N/A
--------------------------------------------------------------------------------





     ITEM 1.01. Entry into a Material Definitive Agreement

     On March 19, 2021,  Pure Harvest  Corporate  Group,  Inc.  (the  "Company")
entered into a Series A Preferred Stock Purchase Agreement (the "Preferred Stock
Purchase  Agreement")  pursuant to which the Company  will issue and sell twenty
thousand (20,000) shares of Series A Convertible Preferred Stock par value $0.01
upon the achievement of certain sales  milestones by the Company,  for aggregate
proceeds  of two  million  dollars  ($2,000,000).  In  addition  to the Series A
Preferred  Stock,  the  Company  agreed to issue the  purchaser  of the Series A
Preferred  Stock  warrants  to  purchase  one  million  five  hundred   thousand
(1,500,000)  shares  of the  Company's  common  stock  at an  exercise  price of
seventy-five cents ($0.75) per share.

     Concurrently  with the  Preferred  Stock  Purchase  Agreement,  the Company
entered  into  a  Series  A  Preferred   Shareholder's   Rights  Agreement  (the
"Shareholder's  Rights  Agreement")  with the holders of the Company's  Series A
Preferred Stock. The  Shareholder's  Rights Agreement  provides the holders with
various rights,  including:  two (2) seats on the Company's Advisory  Committee,
which shall have the right to consult with and advise the Board of Directors and
the Management of the Company on significant business issues; information rights
related to the  operations of the Company and  inspection  rights  regarding the
Company's books and records;  a strategic  management fee (the "Management Fee")
determined based on the Company's annual adjusted EBITDA and paid on a quarterly
basis for a period of two (2) years after the  Preferred  Stock is  converted to
the  Company's  common  stock or until a change of  control  of the  Company  is
affected,  whichever  is  sooner;  and,  a  right  to  match  investment  on all
subsequent issuances of new securities for a period of three (3) years.

ITEM 5.03 Amendments to the Articles of Incorporation or Bylaws

     On March 23, 2021, the Company filed a certificate of designation to create
the  Series A  Preferred  Stock  (the  "Certificate  of  Designation")  with the
Secretary of State of the State of Colorado.  The  Certificate  of  Designation,
which forms a part of the Company's amended Articles of Organization,  specifies
the terms of the Series A Preferred Stock.





                                   SIGNATURES

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

 March 23, 2021

                                      PURE HARVEST CORPORATE GROUP, INC.


                                        By:  /s/ Matthew Gregarek
                                           -------------------------------
                                            Matthew Gregarek
                                            Chief Executive Officer