SEC Comment Letter 0000000000-24-005543 to Source Agriculture Corp. (CIK 0002006028)
Source Agriculture Corp. (CIK 0002006028)
Date: May 14, 2024 · CIK: 0002006028 · Accession: 0000000000-24-005543
AI Filing Summary & Sentiment
File numbers found in text: 024-12411
Letter
United States securities and exchange commission logo May 14, 2024 Varandeep Grewal Chief Executive Officer Source Agriculture Corp. 3064 Silver Sage Drive, Suite 150 Carson City, NV 89701 Re:Source Agriculture Corp. Amendment No. 1 to Offering Statement on Form 1-A Filed May 7, 2024 File No. 024-12411 Dear Varandeep Grewal: We have reviewed your amended offering statement and have the following comment. 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. Amendment No.1 to Offering Statement on Form 1-A filed May 7, 2024 General 1.Your disclosure indicates that the company has engaged Financial Star as a marketing company for the potential offering. Please note that solicitation is an indicia of brokerage activity. Please provide a detailed analysis of what activities Financial Star intends to engage in and why such activities would not require it to register as a broker-dealer. Further, we note that your disclosure states that Financial Star created the website at no charge to the company. However, The Financial Star website states “Financial Star News Inc has been paid $50,000 USD to market Source AG’s Reg A.” Please clarify whether Financial Star receives any compensation in connection with its services to the company.
FirstName LastNameVarandeep Grewal Comapany NameSource Agriculture Corp. May 14, 2024 Page 2 FirstName LastName Varandeep Grewal Source Agriculture Corp. May 14, 2024 Page 2 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
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United States securities and exchange commission logo
May 14, 2024
Varandeep Grewal
Chief Executive Officer
Source Agriculture Corp.
3064 Silver Sage Drive, Suite 150
Carson City, NV 89701
Re:Source Agriculture Corp.
Amendment No. 1 to Offering Statement on Form 1-A
Filed May 7, 2024
File No. 024-12411
Dear Varandeep Grewal:
We have reviewed your amended offering statement and have the following comment.
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.
Amendment No.1 to Offering Statement on Form 1-A filed May 7, 2024
General
1.Your disclosure indicates that the company has engaged Financial Star as a marketing
company for the potential offering. Please note that solicitation is an indicia of brokerage
activity. Please provide a detailed analysis of what activities Financial Star intends to
engage in and why such activities would not require it to register as a broker-dealer.
Further, we note that your disclosure states that Financial Star created the website at no
charge to the company. However, The Financial Star website states “Financial Star News
Inc has been paid $50,000 USD to market Source AG’s Reg A.” Please clarify whether
Financial Star receives any compensation in connection with its services to the company.
FirstName LastNameVarandeep Grewal
Comapany NameSource Agriculture Corp.
May 14, 2024 Page 2
FirstName LastName
Varandeep Grewal
Source Agriculture Corp.
May 14, 2024
Page 2
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