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: January 20, 2021
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 IRS Employer
Incorporation File Identification
Number No.
7400 E. Crestline Cir. Ste. 130
Greenwood Village, CO 80111
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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:
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Title of each Trading Name of each exchange on which
class Symbol(s) registered
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None N/A N/A
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ITEM 4.01. Changes in Registrant's Certifying Accountant.
(a) Dismissal of Independent Registered Public Accounting Firm
On January 18, 2021, the Board of Directors of Pure Harvest Corporate Group,
Inc. (the "Company") approved the dismissal of BF Borgers CPA PC ("Borgers") as
the Company's independent registered public accounting firm.
The reports of Borgers on the Company's consolidated financial statements for
the fiscal years ended December 31, 2018 and December 31, 2019 and through
January 18, 2021 did not contain an adverse opinion or a disclaimer of opinion,
and were not qualified or modified as to uncertainty, audit scope, or accounting
principles. However, the reports for these periods did contain an explanatory
paragraph concerning the Company's potential inability to continue as a going
concern.
During the fiscal years ended December 31, 2018 and December 31, 2019 and
through January 18, 2021, there have been no "disagreements" (as defined in Item
304(a)(1)(iv) of Regulation S-K and related instructions) with Borgers on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements if not resolved to the
satisfaction of Borgers would have caused Borgers to make reference thereto in
its reports on the consolidated financial statements for such years. During the
fiscal year ended December 31, 2020 and through January 19, 2021, there have
been no "reportable events" (as defined in Item 304(a)(1)(v) of Regulation S-K).
The Company provided Borgers with a copy of the disclosure it is making herein
in response to Item 304(a) of Regulation S-K and requested that Borgers furnish
the Company with a copy of its letter addressed to the Securities and Exchange
Commission (the "SEC"), pursuant to Item 304(a)(3) of Regulation S-K, stating
whether or not Borgers agrees with the statements related to them made by the
Company in this report. Borgers' letter to the SEC is filed as an Exhibit to
this report.
(b) Newly Engaged Independent Registered Public Accounting Firm
On January 15, 2021, the Board of Directors approved the appointment of Hainey
and Company ("Haynie") as the Company's new independent registered public
accounting firm, effective immediately, to perform independent audit services
for the fiscal year ending December 31, 2020. During the fiscal years ended
December 31, 2018 and December 31, 2019 and through January 18, 2021, neither
the Company, nor anyone on its behalf, consulted Haynie regarding either (i) the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered with
respect to the consolidated financial statements of the Company, and no written
report or oral advice was provided to the Company by Haynie that was an
important factor considered by the Company in reaching a decision as to any
accounting, auditing or financial reporting issue; or (ii) any matter that was
the subject of a "disagreement" (as defined in Item 304(a)(1)(iv) of Regulation
S-K and the related instructions) or a "reportable event" (as that term is
defined in Item 304(a)(1)(v) of Regulation S-K).
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit Description
Number
16 Letter from B.F Borgers CPA PC
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.
January 25, 2021
PURE HARVEST CORPORATE GROUP, INC.
By: /s/ Matthew Gregarek
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Matthew Gregarek
Chief Executive Officer
EXHIBIT 16
BF Borgers CPA PC
www.bfbcpa.us
January 20, 2021
United States Securities and Exchange Commission
Officer of the Chief Accountant
100 F Street, N.E.
Washington, D.C. 20549
Re: Pure Harvest Corporate Group, Inc.
Ladies and Gentleman:
We have read the statements under item 4.01 in the Form 8-K dated January 20,
2021, of Pure Harvest Corporate Group, Inc. (the "Company") to be filed with the
Securities and Exchange Commission and we agree with such statements therein as
related to our firm. We have no basis to, and therefore, do not agree or
disagree with the other statements made by the Company in the Form 8-K.
Sincerely,
/s/ B.F. Borgers CPA PC
B.F. Borgers CPA PC
Certified Public Accountants
Lakewood, CO
