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): ~~February~~July 271, 2020

Two Rivers Water & Farming Company

(Exact name of registrant as specified in its charter)

Commission File No.: 000-51139

Colorado		13-4228144
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)
3025 S. Parker Rd., Ste. 140, Aurora, CO		80014
129 E B Street, Pueblo Colorado		81003
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (303) 222-1000

~~Not~~3025 ~~applicable~~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:

[ ]	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-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

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

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 1 5.0102 ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnAppointment ~~February 27, 2020, we entered into a share exchange agreement pursuant to which we agreed to sell our controlling interest in HCIC Holdings, LLC, which owns 5,062 shares~~ of ~~Huerfano-Cucharas~~interim ~~Irrigation~~Chief ~~Company~~Financial (“HCIC”), a mutual irrigation company and owner of water infrastructure assets and infrastructure rights in Huerfano County, Colorado, including the Cucharas Dam. The Cucharas Dam is located 13 miles northeast of Walsenburg, Colorado on the Cucharas River, and consists of 22 miles of potential shoreline, water rights of 31,958 acre-feet decreed, 34,404 acre-feet conditional, and 41,200 acre-feet of storage rights.Officer

~~The~~Effective ~~agreement~~July ~~between the companies consists of WaterVault paying Two Rivers $500~~1,~~000~~ ~~cash~~2020, ~~and~~Ms. ~~issuing~~Heather ~~a $1~~Kearns,~~000,000~~ ~~line~~age ~~of credit~~42, ~~6,000,000~~ ~~shares~~was ofappointed ~~common~~to ~~stock~~serve ~~and~~as ~~$58,969,000~~the ofinterim ~~preferred~~Chief ~~stock~~Financial inOfficer ~~WaterVault.~~of ~~WaterVault will assume~~ the ~~related~~registrant. ~~$10,000,000~~Since ~~debt from Two Rivers~~2018, ~~and is responsible for securing an estimated $40,000,0000 financing for future Cucharas Dam construction obligations~~Ms. InKearns ~~January~~has ~~2019,~~worked ~~the~~with ~~Cucharas~~Two ~~Dam’s~~Rivers ~~structure~~Water ~~was~~& ~~razed~~Farming byCompany ~~the~~assisting ~~Colorado~~with ~~State~~preparation ~~Office~~ of ~~Engineers as a result of insufficient capital needed to comply with reconstruction~~filings.

~~The~~Ms. ~~closing~~Heather ~~must~~Kearns ~~occur~~has onover or20 ~~before~~years ~~April~~of ~~30,~~experience ~~2020,~~in ~~unless~~accounting ~~otherwise~~and ~~agreed~~financial ~~upon~~reporting bywith ~~the~~private ~~parties.~~and ~~The~~public ~~closing~~companies of various sizes. She is ~~subject~~a toCertified ~~various~~Public Accountant in the state of Colorado, and has almost 10 years as a firm owner, offering accounting ~~conditions~~and consulting services. WeMs. ~~cannot~~Kearns’s ~~assure~~background ~~you~~includes ~~that~~managing ~~the~~and ~~proposed~~oversight ~~acquisition~~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 beprovide ~~completed~~oversight byof ~~April~~the finance and accounting team, coordinate 30with Compliance, ~~2020~~and orwork atwith the Company’s tax consultants to prepare all, ortax ~~that~~documentation weand ~~will~~returns. ~~achieve~~Ms. Kearns provides the ~~intended~~assistance ~~benefits~~to ~~from~~strengthen the ~~acquisition~~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.

~~The~~Ms. ~~foregoing~~Kearns’ ~~description~~contract ofwith ~~the~~Two ~~share~~Rivers ~~exchange~~Water ~~agreement~~& isFarming aCompany ~~summary~~commenced ~~and~~on isJuly ~~qualified~~1, in2020 ~~its~~and ~~entirety~~is bythrough ~~the~~September ~~terms~~30, of2020, with ~~the~~option ~~share exchange~~of ~~agreement,~~renewal. aCompensation ~~copy~~consists of ~~which~~a iscombination ~~being~~of ~~filed~~filing, asflat ~~Exhibit~~rate ~~10.1~~and tosuccess ~~this report~~fees.

~~On April~~Item ~~20, 2020, we issued a press release with respect to the proposed acquisition~~7.01 ~~The~~Regulation ~~full~~FD ~~text of the press release is furnished as Exhibit 99~~Disclosure.1 hereto. The information contained in Exhibit 99.1 is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such filing.

~~Item~~Management 5provided an update to its stockholders on July 15, 2020.02 ~~Departure~~A copy of ~~Directors~~the orupdate ~~Certain~~is ~~Officers;~~included ~~Election~~as Exhibit 20.1. This Form 8-K and the information included as exhibits shall not be deemed to be “filed” for purposes of ~~Directors;~~Section ~~Appointment~~18 of ~~Certain~~the ~~Officers;~~Securities ~~Compensatory~~Exchange Act ~~Arrangements~~of 1934, as amended (“Exchange Act”), nor shall it be incorporated by reference into a filing under the Securities Act of ~~Certain~~1933, ~~Officers~~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.

~~Resignation of~~Item ~~Board~~9.01 ~~Members~~Financial Statements and Exhibits.

Mr. Thomas Williams and Mr. James Kylstad notified us that they would be resigning as members of our Board effective April 2, 2020 and April 3, 2020, respectively. Neither Mr. Williams nor Mr. Kylstad had any disagreements with Two Rivers.

Exhibit No.		Description
20.1		Letter to stockholders dated July 15, 2020

~~Appointment and Election of Board Members~~2

At a Two Rivers Water & Farming Company Board meeting on April 23, 2020, Mr. Oscar Tapia Pereira and Mr. Ramon Chimelis were appointed by unanimous consent to the Company’s board to serve until the next annual meeting of shareholders and Mr. Tapia Pereira and Mr. Chimelis accepted their appointments.

About Mr.Tapia Pereira., age 40:

Mr. Oscar Tapia Pereira is an Attorney at Law with more than eighteen (18) years of practice, with emphasis in matters related with Securities Law, Regulation and Commercial and Corporate Law. Additionally, Mr. Tapia Pereira has ten (10) years of experience as Financial Analyst, Financial Principal and Compliance Officer, currently acting as Principal Executive in BVAI a Registered Investment Advisor in the Republic of Panama.

In his experience as a lawyer he served as Chief of the Legal Department of the National Public Services Authority in the Republic of Panama, and supported multinationals as legal consultant. Mr. Tapia Pereira is fluent in English and Portuguese and works as consultant and investment advisor in over 15 countries in Europe, USA, South America. Currently he is advisor to the Board of Directors of Kraftpal Technologies in Europe.

Mr. Tapia Pereira has a Master Degree in Procedural Law with the University of Panama, Specialization on Telecommunications Regulation with the University of Brasilia - (UnB.), Brazil; Specialization in Corporate and Business Law with the University of San Francisco (USF), USA; and, ISO - Internal Quality Systems Auditor with Société Générale de Surveillance – (SGS) – Switzerland.

About Mr. Chimelis, age 54:

Mr. Ramon Chimelis has over 20 years of experience in the financial markets. He has held fiduciary responsibilities in several startups and as vice president of Palletkraft, N.A. During this time his responsibilities included strategic planning, operations and financial planning.

He has successfully raised many millions in capital for green companies to high-tech startups in the artificial intelligence space. Through hands on experience and a strong work ethic, he has learned the nuances of bring successful ventures to market.

Mr. Chimelis spent his early career working on wall street as an analyst for technology offerings working at boutique firms in New York and Florida. He has spent the last three years working within the industrial hemp markets, graphene scientists and innovators helping to build on this new emerging platform for material science.

Mr. Ramon Chimelis founded and serves as Principal Executive Officer and Principal Financial Officer at Big Sky Industries II, III, VI, V and VI Inc. and has served as their President, Secretary and Treasurer since January 2000. From January 2000 to June 2003, he served as an Officer and Director of Design Pallets, Inc. Mr. Chimelis served as the Chief Executive Officer, President, Treasurer and Secretary of Coffee Exchange, Inc. from January 2000 to November 20, 2007.

From 1999 to January 2000, Mr. Chimelis was engaged in day trading through Gunslinger Group, Inc. From 1998 to 1999, he served as a Trader at the broker dealer firm of JOQ Financial, Inc., and from 1995 to 1998, he served as a Stock Broker at Collner Higgins and Higgins and Anderson. Since 2003, Mr. Chimelis continues to day trade as self-employed.

Mr. Chimelis studied Business Finance at Brevard Community College.

Item 8.01 Other Events.

Letter of Intent to Acquire Assets of UST Mexico

On August 15, 2019, Two Rivers announced that it had signed a letter of intent (LOI) to acquire 100 percent of the assets of UST Mexico, Inc and its subsidiaries, Hempacco Co, Inc and US Tobacco de Mexico, SA de CV. After our internal due diligence, we have decided to not move forward with the LOI with UST Mexico. As a result, the appointment of Sandro Piancone as executive director of Two Rivers, was never consummated.

Item 9.01 Financial Statements and Exhibits

The following Exhibit 10.1 is filed, and the following Exhibit 99.1 is furnished, as part of this report:

Exhibit		Description
10.1		Share Exchange Agreement dated February 27, 2020, between Two Rivers Water & Farming Company and WaterVault America, Inc.
99.1		Press release of Two Rivers Water & Farming Company dated April 20, 2020
99.2		Press release of Two Rivers Water & Farming Company dated April 27, 2020

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.

	Two Rivers Water & Farming Company
Dated: April 27, 2020	By:	/s/ Greg Harrington
		Greg Harrington, CEO/CFO

Two Rivers Water & Farming Company

Dated: July 17, 2020

	By:	/s/ Greg Harringon
		Greg Harrington, CEO/CFO

EXHIBIT INDEX

Exhibit No.		Description
20.1		Letter to stockholders dated July 15, 2020

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