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PHCG Pure Harvest Corporate

Filed: 16 May 21, 8:00pm
                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: April 9, 2021

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

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

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

                                 (800) 924-3716
                           -------------------------
                      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 obligations 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 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-14(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 (ss.203.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (ss.204.12b-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 13(a) of the
Exchange Act. [X]

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

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




ITEM 1.01         Entry into a Material Definitive Agreement.

     Effective  April 9, 2021,  the  Company  extended  the  maturity  date of a
$500,000  convertible note to June 18, 2021. In consideration  for extending the
maturity date, the Company issued 100,000  restricted shares of its common stock
to the note holder.

     On April 27,  2021,  the  Company  amended the terms of a  $4,000,000  Loan
Agreement  with an  unrelated  third  party.  Under the  amended  term,  further
advances  from  the  Loan  Agreement  are  at  the  discretion  of  the  Lender.
Concurrently  with the amendment,  the Company  received a $500,000 advance from
the Lender.

ITEM 3.02  Unregistered Sale of Equity Securities.

     On April 28,  2021,  the Company  received  $38,000 from the sale of 80,687
shares of common  stock.  Included  with the shares were 77,563  warrants.  Each
warrant allows the holder to purchase one share of the Company's common stock at
a price of $2.00 per share at any time on or before April 28, 2022.

     On April 29, 2021,  the Company sold 6,660 shares of its Series A Preferred
Stock to an unrelated third party and private investor for $660,000. Each Series
A preferred share is:

     o    entitled to  quarterly  dividends of one-tenth of a Series A preferred
          share paid in common stock;

     o    convertible into 200 shares of the Company's common stock; and

     o    entitled to 200 votes on any matter to be voted upon by the  Company's
          shareholders.

     The Company  relied upon the exemption  provided by Section  4(a)(2) of the
Securities Act of 1933 in connection  with issuance of the securities  described
in Item 1.01 of this report and above. The persons who acquired these securities
were  sophisticated  investors and were provided full information  regarding the
Company's  business  and  operations.  There  was  no  general  solicitation  in
connection with the issuance of these securities. The persons who acquired these
securities acquired them for their own accounts.  The certificates  representing
the securities will bear a restricted  legend providing that they cannot be sold
except  pursuant to an effective  registration  statement  or an exemption  from
registration.



                                       2



                                   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.

  May 13, 2021

                                    PURE HARVEST CORPORATE GROUP, INC.


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