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): ~~November~~ 6March 30, ~~2019~~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
(Address of principal executive offices)		(Zip Code)

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

Not applicable

(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

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 2 8.0301 ~~Creation~~Other ~~of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant~~Events.

~~On November 7, 2019,~~ Two Rivers ~~entered~~Water ~~into~~& anFarming ~~agreement~~Company (the “~~Agreement~~Company”) ~~with~~is filing this Current Report on Form 8-K as a condition to seeking relief provided by the ~~Note~~Securities ~~Holder~~and Exchange Commission Order under Section 36 of the Securities and Exchange Act of 1934, anas amended ~~accredited~~(the ~~investor~~“Exchange Act”), togranting ~~provide a~~exemptions ~~net~~from specified provisions of ~~$315~~the Exchange Act,~~000~~ as set forth in ~~short~~SEC Release ~~term~~No. ~~working~~34-88318 ~~capital~~(the “Order”). ~~Two~~By ~~Rivers~~filing ~~intends~~this Current Report on Form 8-K, the Company is relying on the Order to ~~use~~receive ~~these~~an ~~funds~~additional 45 days to file its Annual Report on Form 10-K for the ~~payment~~fiscal ofyear ~~certain~~ended ~~debts~~December 31, ~~payments~~2019 (the “10-K”). The 10-K would have been due on ~~accounts~~March ~~and~~30, ~~working~~2020. ~~capital~~With this extension the Company expects to file the 10-K on or before May 14, 2020.

~~The~~As ~~face~~a ~~value~~result of the ~~convertible~~COVID-19 ~~debt~~outbreak isand ~~$394,500~~the ~~with~~chain areactions ~~purchase~~it ~~price~~has ofcaused ~~$354~~throughout the world,~~600,~~ athe ~~6-month~~Company ~~term~~has ~~and~~been anadversely ~~interest~~affected due ~~rate~~to ofits ~~12%~~location ~~per annum~~and inability to work as normal. ~~The~~This ~~debt~~has isaffected ~~convertible~~the atefficiency aof ~~price~~the ~~equal~~Company’s toannual audit and the ~~lower~~overall timeline of ~~(1)~~the ~~70%~~Company’s ~~multiplied~~preparation byof the ~~lowest~~10-K ~~closing~~to ~~bid~~be ~~price~~filed orwith ~~trading price~~the ~~(whichever~~SEC. isSpecifically, ~~lower)~~the corporate offices and records of ~~Two~~the ~~Rivers’~~Company ~~common~~are ~~shares~~located ~~during~~in the 10Denver, ~~trading~~Colorado ~~days~~metropolitan ~~immediately~~area, ~~preceding~~which ~~the~~has ~~conversion date~~been ~~(representing~~subject to a ~~discount~~“stay ~~rate~~at ofhome” order ~~30%)~~by the government authorities, and ~~(2)~~the $0expiration date of this order us indeterminate at this time.30 ~~per~~Therefore, ~~share~~access to records, many of which are in “hard copy”, has been severely limited. ~~The~~These ~~convertible~~records ~~note~~are isrequired ~~subject~~to be provided to the ~~other~~Company’s ~~terms~~auditors ~~and~~in ~~conditions~~order for them to complete their work so that their opinion on the financial statements may be included in the 10-K.

~~Two~~The ~~Rivers~~Company ~~issued~~has ~~1,083,791~~attempted ~~shares~~to oftake ~~its~~measures ~~common~~to ~~stock~~overcome (the ~~“Returnable~~adverse ~~Shares”)~~impact toderived ~~the~~from ~~Note Holder, as well as an additional 200,000 shares of Common Stock (~~the ~~“Commitment~~COVID-19 ~~Shares”),~~outbreak ~~subject~~related to the ~~terms~~annual audit and ~~conditions~~filing of the ~~Agreement~~10-K. ~~and~~ To the ~~Note,~~best ~~pursuant~~of to the ~~exemption~~Company’s ~~from~~knowledge, ~~registration~~despite ~~contained in Section 4(a)(2) of~~ the ~~Securities~~challenge ~~Act~~ of ~~1933. If Two Rivers pays~~ the ~~convertible~~slow ~~debt~~recovery ~~prior~~ to ~~180~~normal operations ~~days~~under ~~from~~various ~~the~~restrictions, ~~date of~~ the ~~convertible~~Company ~~note,~~believes ~~the~~that ~~Returnable~~it ~~Shares~~will ~~shall~~ be ~~returned~~able ~~by the Note Holder~~ to ~~Two~~complete ~~Rivers.~~the Ifannual ~~Two~~audit ~~Rivers~~and ~~fails~~file tothe ~~pay~~10-K within the ~~convertible~~additional ~~note~~45 bydays ~~that~~granted ~~date,~~by the ~~Note~~Order ~~Holder~~on ~~may~~or ~~retain~~before ~~the~~May ~~Returnable Shares~~14, 2020.

~~Item~~The Company ~~7.01~~supplements ~~Regulation~~the FDfollowing ~~Disclosure.~~risk factor due to the uncertainty of the COVID-19 outbreak:

~~Management~~The ~~provided~~current anphase ~~update to its shareholders on November 6, 2019. A copy~~ of the ~~update~~Company’s isbusiness ~~included~~plan asrequires ~~Exhibit 20.1. This Form 8-K and~~ the ~~information~~investment ~~included~~of asadditional ~~exhibits~~capital ~~shall not be deemed~~ to besupport ~~“filed” for purposes of Section 18 of~~ the ~~Securities Exchange~~preservation ~~Act of 1934, as amended (“Exchange Act”), nor shall it be incorporated by reference into a filing under the~~and ~~Securities~~improvement ~~Act~~ of ~~1933,~~assets aswhich ~~amended~~are ~~(“Securities~~critical ~~Act”),~~to or the ~~Exchange~~Company ~~Act,~~maintaining ~~except~~its asvalue ~~expressly~~for ~~set~~stockholders ~~forth~~and byensuring ~~specific reference~~continued ~~in such a filing~~performance. The ~~furnishing~~impact of ~~the~~COVID-19 ~~information~~on ininvestors ~~this~~has ~~report~~been issignificant ~~not intended to,~~ and ~~does~~therefore ~~not,~~has ~~constitute~~ a ~~determination or~~direct ~~admission~~effect byon the Company ~~that~~at ~~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~~time.

~~Item~~The Company 9currently requires the investment of additional capital.01 ~~Financial~~Efforts ~~Statements~~to raise such capital have been hampered due to the impact of COVID-19, which includes the fact that the capital markets have been extremely unpredictable and ~~Exhibits~~volatile, causing some potential investors to refrain from making any new investments. Given the uncertainty of the nation’s and the world’s economy for the near-term, some potential investors have been reluctant to risk any cash.

Exhibit No.		Description
10.1		GS Capital Partners, LLC convertible note dated November 7, 2019
10.2		Securities Purchase Agreement dated November 7, 2019
20.1		Letter to shareholders dated November 6, 2019

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: November 12, 2019	By:	/s/ Greg Harrington
Dated: March 30, 2020	By:	/s/ Greg Harrington
		Greg Harrington, CEO/CFO

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