Current Report Filing (8-k)
17 July 2020 - 11:30PM
Edgar (US Regulatory)
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 (date of earliest event reported): July 1, 2020
Two
Rivers Water & Farming Company
(Exact
name of registrant as specified in its charter)
Commission
File No.: 000-51139
Colorado
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13-4228144
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(State
or other
jurisdiction of incorporation)
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(I.R.S. Employer
Identification No.)
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129
E B Street, Pueblo Colorado
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81003
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (303) 222-1000
3025
S. Parker Road, Suite 140, Aurora, Colorado 80014
(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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act: None
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule
12b-2 of the Securities Exchange Act of 1934.
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. [ ]
Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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Appointment
of interim Chief Financial Officer
Effective
July 1, 2020, Ms. Heather Kearns, age 42, was appointed to serve as the interim Chief Financial Officer of the registrant. Since
2018, Ms. Kearns has worked with Two Rivers Water & Farming Company assisting with preparation of filings.
Ms.
Heather Kearns has over 20 years of experience in accounting and financial reporting with private and public companies of various
sizes. She is a Certified Public Accountant in the state of Colorado, and has almost 10 years as a firm owner, offering accounting
and consulting services. Ms. Kearns’s background includes managing and oversight for financial statements and disclosures,
filing S-1 registration and other SEC filings, preparation of financial reports including 10-Q’s, 10-K’s, and 8-K’s,
and coordinating annual audits and quarterly reviews. She will provide oversight of the finance and accounting team, coordinate
with Compliance, and work with the Company’s tax consultants to prepare all tax documentation and returns. Ms. Kearns provides
the assistance to strengthen the Company’s processes and procedures, and also contributes to the development of a Company’s
strategy and long-term planning. Ms. Kearns is a graduate of Auburn University in Auburn, Alabama, with a Bachelor of Science
in Business Administration, and a Master of Business Administration from Auburn University in Montgomery, Alabama.
Ms.
Kearns’ contract with Two Rivers Water & Farming Company commenced on July 1, 2020 and is through September 30, 2020,
with option of renewal. Compensation consists of a combination of filing, flat rate and success fees.
Item
7.01
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Regulation
FD Disclosure.
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Management
provided an update to its stockholders on July 15, 2020. A copy of the update is included as Exhibit 20.1. This Form 8-K and the
information included as exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (“Exchange Act”), nor shall it be incorporated by reference into a filing under the Securities
Act of 1933, as amended (“Securities Act”), or the Exchange Act, except as expressly set forth by specific reference
in such a filing. The furnishing of the information in this report is not intended to, and does not, constitute a determination
or admission by the Company that the information in this report is material or complete, or that investors should consider this
information before making an investment decision with respect to any security of the Registrant or any of its affiliates.
Item
9.01
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Financial
Statements and Exhibits.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be filed on its behalf
by the undersigned hereunto duly authorized.
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Two
Rivers Water & Farming Company
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Dated:
July 17, 2020
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By:
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/s/
Greg Harringon
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Greg
Harrington, CEO/CFO
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EXHIBIT
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