UNITED STATES
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
FORM 8-K/A CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 Date of Report: July 29, 2020
PURE HARVEST CORPORATE GROUP, INC.
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(Name of registrant as specified in its charter)
Colorado 333-212055 71-0952431
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State of Commission File IRS Employer
Incorporation Number Identification No.
7400 E. Crestline Circle, #130
Greenwood Village, CO 80111
Address of principal executive offices
303-591-9767
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 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))
Securities registered pursuant to Section 12(b) of the Act:
Name of each
Title of each class Trading Symbol(s) exchange on which registered
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None N/A N/A
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]
Item 1.02. Termination of a Material Definitive Agreement
On March 12, 2020 the Company entered into an agreement to acquire
fifty-one percent (51%) of the outstanding membership interests in How Smooth It
Is, Inc. ("HSII") for $3,000,000 in cash and 7,000,000 shares of the Company's
restricted common stock.
On July 29, 2020 the Company terminated its agreement to acquire 51% of
HSII. As a part of the termination agreement, the sole shareholder of HSII,
Leonard Cusenza, agreed to pay the Company $2,150,000 by August 7, 2020.
The shareholder of HSII failed to pay the Company the $2,150,000 by August
7, 2020. As a result, on August 12, 2020, the Company and the shareholder
amended the termination agreement to provide that the shareholder would pay the
$2,150,000 by August 17, 2020. If payment of $2,150,000 was not received by
August 17, 2020, the shareholder agreed to pay the Company an additional
$5,000.00 per day until the full amount was paid.
As of October 22, 2020, the Company had not received any payment from the
shareholder. The amount due to the Company as of October 22, 2020 was
$2,480,000.00.
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.
October 22, 2020
PURE HARVEST CORPORATE GROUP, INC.
By:/s/ Matthew Gregarek
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Matthew Gregarek
Chief Executive Officer