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SEC Comment Letter 0000000000-24-004085 to Source Agriculture Corp. (CIK 0002006028)

Source Agriculture Corp. (CIK 0002006028)
Date: April 16, 2024 · CIK: 0002006028 · Accession: 0000000000-24-004085

AI Filing Summary & Sentiment

File numbers found in text: 024-12411

Referenced dates: October 14, 2011

Date
April 15, 2024
Author
Not clearly detected
Form
UPLOAD
Company
Source Agriculture Corp. (CIK 0002006028)

Letter

United States securities and exchange commission logo April 15, 2024 Varandeep Grewal Chief Executive Officer Source Agriculture Corp. 3064 Silver Sage Drive, Suite 150 Carson City, NV 89701 Re:Source Agriculture Corp. Offering Statement on Form 1-A Filed March 19, 2024 File No. 024-12411 Dear Varandeep Grewal: We have reviewed your offering statement and have the following comments. Please respond to this letter by amending your offering statement and providing the requested information. If you do not believe a comment applies 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 offering statement and the information you provide in response to this letter, we may have additional comments. Offering Statement on Form 1-A filed March 19, 2024 General 1.If applicable, please provide prior performance tables for programs with similar investment objectives as those set forth in the offering circular, as required by Item 8 of Industry Guide 5. See Item 7(c) of Part II of Form 1-A. 2.We note your disclosure that you will offer shares via the website: www.sourceagriculture.com. Please disclose how your website meets the requirements of Rule 255(b) of Regulation A or revise your website. Also file your test the waters materials as an exhibit. See Item 17 of Part III of Form 1-A.

FirstName LastNameVarandeep Grewal Comapany NameSource Agriculture Corp. April 15, 2024 Page 2 FirstName LastName Varandeep Grewal Source Agriculture Corp. April 15, 2024 Page 2 3.We note your disclosure that the company will offer shares via the website http://invest.thefinancialstar.com/source-agriculture/lpa-en. Please disclose the relationship between the company and The Financial Star. Also disclose whether The Financial Star is a registered broker dealer and file any agreement between the company and The Financial Star as an exhibit. Exhibits 4.Please file an opinion of counsel that does not carve out Nevada law. For guidance, see section II.A.3.b of Staff Legal Bulletin 19 (CF) dated October 14, 2011. We will consider qualifying your offering statement at your request. If a participant in your offering is required to clear its compensation arrangements with FINRA, please have FINRA advise us that it has no objections to the compensation arrangements prior to qualification. 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. We also remind you that, following qualification of your Form 1-A, Rule 257 of Regulation A requires you to file periodic and current reports, including a Form 1-K which will be due within 120 calendar days after the end of the fiscal year covered by the report. Please contact Ronald (Ron) E. Alper at 202-551-3329 or Brigitte Lippmann at 202-551- 3713 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Brian Geoghegan

Show Raw Text
United States securities and exchange commission logo
April 15, 2024
Varandeep Grewal
Chief Executive Officer
Source Agriculture Corp.
3064 Silver Sage Drive, Suite 150
Carson City, NV 89701
Re:Source Agriculture Corp.
Offering Statement on Form 1-A
Filed March 19, 2024
File No. 024-12411
Dear Varandeep Grewal:
            We have reviewed your offering statement and have the following comments.
            Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies 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 offering statement and the information you provide in
response to this letter, we may have additional comments.
Offering Statement on Form 1-A filed March 19, 2024
General
1.If applicable, please provide prior performance tables for programs with similar
investment objectives as those set forth in the offering circular, as required by Item 8 of
Industry Guide 5. See Item 7(c) of Part II of Form 1-A.
2.We note your disclosure that you will offer shares via the website:
www.sourceagriculture.com.  Please disclose how your website meets the requirements of
Rule 255(b) of Regulation A or revise your website.   Also file your test the waters
materials as an exhibit. See Item 17 of Part III of Form 1-A.

 FirstName LastNameVarandeep Grewal
 Comapany NameSource Agriculture Corp.
 April 15, 2024 Page 2
 FirstName LastName
Varandeep Grewal
Source Agriculture Corp.
April 15, 2024
Page 2
3.We note your disclosure that the company will offer shares via the website
http://invest.thefinancialstar.com/source-agriculture/lpa-en. Please disclose the
relationship between the company and The Financial Star. Also disclose whether The
Financial Star is a registered broker dealer and file any agreement between the company
and The Financial Star as an exhibit.
Exhibits
4.Please file an opinion of counsel that does not carve out Nevada law.  For guidance, see
section II.A.3.b of Staff Legal Bulletin 19 (CF) dated October 14, 2011.
            We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            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. We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.
            Please contact Ronald (Ron) E. Alper at 202-551-3329 or Brigitte Lippmann at 202-551-
3713 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Brian Geoghegan