United States securities and exchange commission logo
December 22, 2020
Ingo Mueller
Chief Executive Officer
Agriforce Growing Systems, Ltd.
777 Hornby Street, Suite 600
Vancouver, BC V6Z 1S4
Canada
Re: Agriforce Growing
Systems, Ltd.
Registration
Statement on Form S-1
Filed December 16,
2020
File No. 333-251380
Dear Mr. Mueller:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Form S-1 filed December 16, 2020
Risk Factors , page 5
1. You have elected to use
the extended transition period for complying with new or revised
accounting standards
for an emerging growth company but deleted the risk factor.
Please provide a risk
factor to explain that this election will allow you to delay the
adoption of new or
revised accounting standards that have different effective dates for
public and private
companies until those standards apply to private companies, and
disclose that your
financial statements may not be comparable to companies that comply
with all public company
accounting standards which could impact the valuation of your
securities.
Ingo Mueller
FirstName LastNameIngo Mueller
Agriforce Growing Systems, Ltd.
Comapany22,
December NameAgriforce
2020 Growing Systems, Ltd.
December
Page 2 22, 2020 Page 2
FirstName LastName
Executive Compensation, page 52
2. We note your response to comment eight in our letter dated November 9,
2020. The 2019
sum of the compensation for Mr. McClellan does not equal the amount in
the Total
column. Please revise or explain your calculations.
Series A Preferred Stock, page 58
3. We note your response to comment 10 in our letter dated November 9,
2020. You disclose
that the holders of preferred shares will be entitled to one vote on
each matter that
preferred shareholders are exclusively entitled to vote. Please
disclose when preferred
shareholders are exclusively entitled to vote.
Consolidated Financial Statements
Consolidated Statements of Cash Flows, page F-8
4. We read your response to prior comment 12 and we note your reference
to "non-cash
items" remains in your statement of cash flows. Please revise the
label "non-cash items"
to comply with ASC 230-10-45. Your interim statement of cash flows
found on page F-31
may be used as a reference.
Item 15. Recent Sales of Unregistered Securities, page II-2
5. We note your response to comment 14 in our letter dated November 9,
2020. Please
name the persons or identify the class of persons to whom the
securities were
sold, indicate the section of the Securities Act or the rule of the
Commission under which
exemption from registration was claimed, and state briefly the facts
relied upon to make
the exemption available for all the transactions disclosed here.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Mindy Hooker, Staff Accountant at (202) 551-3732 or
Martin James,
Senior Advisor at (202) 551-3671 if you have questions regarding comments on
the financial
statements and related matters. Please contact Sherry Haywood, Staff Attorney
at (202) 551-
3345 or Geoffrey Kruczek, Staff Attorney at (202) 551-3641 with any other
questions.
Ingo Mueller
Agriforce Growing Systems, Ltd.
December 22, 2020
Page 3
Sincerely,
FirstName LastNameIngo Mueller
Division of Corporation Finance
Comapany NameAgriforce Growing Systems, Ltd.
Office of Manufacturing
December 22, 2020 Page 3
cc: Jolie Kahn
FirstName LastName