ORGH / OrgHarvest, Inc. - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

ORGH / OrgHarvest, Inc. CORRESP - -

CORRESP 1 filename1.htm October 23, 2019 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Attention: Ada D. Sarmento Re: OrgHarvest, Inc. Post-Effective Amendment to Offering Statement on Form 1-A Filed October 3, 2019 File No. 024-10885 Dear Madam, On behalf of OrgHarvest, Inc., I hereby request qualification of the above refere

ORGH / OrgHarvest, Inc. PART II AND III - - PART II AND III

ORGHARVEST, INC. Up to 80,000,000 Shares of Common Stock ($20,000,000) OrgHarvest, Inc. (the “Company,” “we,” “us,” and “our”) is offering up to 67,000,000 shares of common stock, $0.0001 par value per share (“Common Stock”), for $0.25 per share (the “Offering”), for gross proceeds to the Company of up to $16,750,000, before deduction of Offering expenses, assuming all shares are sold. The Selling

ORGH / OrgHarvest, Inc. EX1A-6 MAT CTRCT - - EXHIBIT 6.2

Exhibit 6.2 CEO EMPLOYMENT AGREEMENT for HSL Inc. This CEO EMPLOYMENT AGREEMENT is entered into by and between Home Shopping Network Inc symbol “HSPG”, a Delaware corporation (the “Company”), and Frank Celecia, the undersigned individual (“Executive”). Dated April 1st 2010. RECITAL The Company and Executive desire to enter into an Employment Agreement setting forth the terms and conditions of Exec

ORGH / OrgHarvest, Inc. EX1A-2B BYLAWS - - EXHIBIT 2.2

Exhibit 2.2 ORGHARVEST, INC. AMENDED AND RESTATED BYLAWS ARTICLE ONE STOCKHOLDERS SECTION 1.1. Annual Meetings. An annual meeting of stockholders to elect directors and transact such other business as may properly be presented to the meeting shall be held at such place as the Board of Director may from time to time fix, at 11:00 A.M. on the last Tuesday on April in each year or, if that day shall

ORGH / OrgHarvest, Inc. EX1A-6 MAT CTRCT - - EXHIBIT 6.3

Exhibit 6.3 Master Grower Employment Agreement for HSL Inc.dba OrgHarvest This Master Grower EMPLOYMENT AGREEMENT is entered into by and between HSL Inc. dba OrgHarvest symbol “HSPG”, a Delaware corporation (the “Company”), and Rick Snelson, the undersigned individual (“Executive”). Dated July 5th 2018.The actual start date shall be determined by the CEO of the company. RECITAL The Company and Exe

ORGH / OrgHarvest, Inc. EX1A-12 OPN CNSL - - EXHIBIT 12.1

Exhibit 12.1 July 31, 2019 To the Board of Directors and Frank Celecia OrgHarvest , Inc. Incline Village, NV We are pleased to confirm our understanding of the services we are to provide for OrgHarvest, Inc. for the year ended December 31, 2018. We will audit the financial statements of OrgHarvest, Inc., which comprise the balance sheet as of December 31, 2018, and the related statements of income

ORGH / OrgHarvest, Inc. PART II AND III - - PART II AND III

ORGHARVEST, INC. Up to 80,000,000 Shares of Common Stock ($20,000,000) OrgHarvest, Inc. (the “Company,” “we,” “us,” and “our”) is offering up to 67,000,000 shares of common stock, $0.0001 par value per share (“Common Stock”), for $0.25 per share (the “Offering”), for gross proceeds to the Company of up to $16,750,000, before deduction of Offering expenses, assuming all shares are sold. The Selling

ORGH / OrgHarvest, Inc. EX1A-2A CHARTER - - EXHIBIT 2.1

Exhibit 2.1 STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 09:00 AM 08/06/1999 991326548 – 2791315 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF 1-800-AUTOTOW, INC. 1-800-AUTOTOW, INC., (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows; 1. The name of the Corporation is 1-800-AutoTow, Inc. The

ORGH / OrgHarvest, Inc. EX1A-6 MAT CTRCT - - EXHIBIT 6.1

Exhibit 6.1 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this “Agreement”) is entered into effective as of this June 25, 2018 (the “Effective Date”), by and among GREENWAY HEALTH COMMUNITY LLC, a Nevada limited liability company (the “Company”), and DANIEL C. CARA VETTE, an individual (“Caravette”), and OrgHarvest INC., a Delaware corporation (the “Buyer”). For the purposes of this Agreement, the B

ORGH / OrgHarvest, Inc. EXHIBIT 12.1

Exhibit 12.1 Waller Lansden Dortch & Davis, LLP 511 Union Street, Suite 2700 P.O. Box 198966 Nashville, TN 37219-8966 615.244.6380 main 615.244.6804 fax wallerlaw.com OrgHarvest, Inc. 774 Mays Boulevard 10-536 Incline Village, Nevada 89451 September 18, 2018 To the Board of Directors: We have acted as special counsel to OrgHarvest, Inc. (the “Company”) with respect to the preparation of the Compan

ORGH / OrgHarvest, Inc. PART II AND III

EXPLANATORY NOTE This Offering Circular Amendment No. 1 amends the offering circular of OrgHarvest, Inc. filed on August 16, 2018, as further amended and supplemented from time to time (the “Offering Circular”), to update information contained in the Offering Circular. An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commis

ORGH / OrgHarvest, Inc. EXHIBIT 6.4

Exhibit 6.4 Master Grower Employment Agreement for HSL Inc.dba OrgHarvest This Master Grower EMPLOYMENT AGREEMENT is entered into by and between HSL Inc. dba OrgHarvest symbol “HSPG”, a Delaware corporation (the “Company”), and Rick Snelson, the undersigned individual (“Executive”). Dated July 5th 2018.The actual start date shall be determined by the CEO of the company. RECITAL The Company and Exe

ORGH / OrgHarvest, Inc. EXHIBIT 6.1

Exhibit 6.1 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this “Agreement”) is entered into effective as of this June 25, 2018 (the “Effective Date”), by and among GREENWAY HEALTH COMMUNITY LLC, a Nevada limited liability company (the “Company”), and DANIEL C. CARA VETTE, an individual (“Caravette”), and OrgHarvest INC., a Delaware corporation (the “Buyer”). For the purposes of this Agreement, the B

ORGH / OrgHarvest, Inc. EXHIBIT 6.2

Exhibit 6.2 2 Park Ave New York, NY 10016 FINANCIAL ADVISORY AGREEMENT This AGREEMENT made and entered into as of 3rd April, 2018 (the "Agreement"), by and between Home Shopping Latino, Inc. (parent company of OrgHarvest) (Ticker: HSPG) (the "Company") with principal office at 774 Mays Blvd 10-536 Incline Village, NV 89451 and MD Global Partners, LLC ("Advisor") with principal office at 2 Park Ave

ORGH / OrgHarvest, Inc. EXHIBIT 2.2

Exhibit 2.2 ORGHARVEST, INC. AMENDED AND RESTATED BYLAWS ARTICLE ONE STOCKHOLDERS SECTION 1.1. Annual Meetings. An annual meeting of stockholders to elect directors and transact such other business as may properly be presented to the meeting shall be held at such place as the Board of Director may from time to time fix, at 11:00 A.M. on the last Tuesday on April in each year or, if that day shall

ORGH / OrgHarvest, Inc. PART II AND III

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

ORGH / OrgHarvest, Inc. EXHIBIT 2.1

Exhibit 2.1 STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 09:00 AM 08/06/1999 991326548 – 2791315 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF 1-800-AUTOTOW, INC. 1-800-AUTOTOW, INC., (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows; 1. The name of the Corporation is 1-800-AutoTow, Inc. The

ORGH / OrgHarvest, Inc. EXHIBIT 6.3

Exhibit 6.3 CEO EMPLOYMENT AGREEMENT for HSL Inc. This CEO EMPLOYMENT AGREEMENT is entered into by and between Home Shopping Network Inc symbol “HSPG”, a Delaware corporation (the “Company”), and Frank Celecia, the undersigned individual (“Executive”). Dated April 1st 2010. RECITAL The Company and Executive desire to enter into an Employment Agreement setting forth the terms and conditions of Exec