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: August 17, 2020

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

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

            7400 Crestline Circle, Suite 130
               Greenwood Village, CO 80111

Address of principal executive offices

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

2401 E. 2nd Avenue, Suite 600
Denver, CO 80206
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:

Title of each class Trading Symbol(s) Name of each exchange on which registered

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. [ ]

Item 1.01. Entry into a Material Definitive Agreement.

On August 17, 2020 the Company acquired all of the outstanding shares of Test Kitchen, Inc. for 50,000 shares of its restricted common stock.

As of August 17, 2020 Test Kitchen had not generated any revenue and had not conducted any operations.

Test Kitchen's only asset as of August 17, 2020, was a patent application filed in June 2020.

Item 2.01. Completion of Acquisition or Disposition of Assets

See item 1.01 of this report.

Item 3.02. Unregistered Sale of Equity Securities.

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. The person who acquired these securities was a sophisticated investor and was provided full information regarding the Company's business and operations. There was no general solicitation in connection with the issuance of these securities. The person who acquired these securities acquired them for its own account. The certificates representing the shares of common stock will bear a restricted legend providing that they cannot be sold except pursuant to an effective registration statement or an exemption from registration. No commission was paid to any person in connection with the issuance of these securities.

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.

Dated: August 21, 2020

PURE HARVEST CORPORATE GROUP, INC. 

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

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