SecProbe.io

CORRESP
 1
 filename1.htm

 AGRIFORCE
GROWING SYSTEMS, LTD.

 300-2233
Columbia Street

 Vancouver,
BC V5Y0M6

 May
9, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street N.E.

 Washington,
D.C. 20549

 Re:
 AgriForce
 Growing Systems, Ltd.

 Registration
 Statement on Form S-1

 File
 No. 333-284736

 REQUEST
 FOR ACCELERATION OF EFFECTIVENESS

 Gentlepersons:

 Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, AgriForce Growing Systems, Ltd. (the "Registrant")
hereby respectfully requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-284736), as amended
(the "Registration Statement"), so that it may become effective at 4:45 p.m. Eastern Time on Tuesday, May 13, 2025, or as
soon as practicable thereafter.

 The
Registrant hereby authorizes Jolie Kahn, Esq., to orally modify or withdraw this request for acceleration.

 We
respectfully request that we be notified of such effectiveness by a telephone call to Ms. Kahn at (516) 217-6379.

 Very
 truly yours,

 AGRIFORCE
 GROWING SYSTEMS, LTD.

 /s/
 Jolie Kahn

 Jolie
 Kahn

 CEO

CORRESP
 1
 filename1.htm

 April
25, 2025

 United
States Securities and Exchange Commission

 Washington,
D.C. 20549

 Re:
 Agriforce Growing Systems,
 Ltd.

 Registration Statement on Form S-1 Filed February
 6, 2025

 File No. 333-284736

 Gentlepersons:

 We
have reviewed your comment letter, dated February 27, 2025 and have the following responses. To facilitate review, we have reproduced
your comments in bold type and have inserted our answers below each comment.

 Form
S-1 filed February 6, 2025 General

 1. It
 appears that you are not eligible to incorporate by reference into your Form S-1 given that
 you have not yet filed your annual report for your fiscal year ended December 31, 2024. Please
 revise your registration statement accordingly or advise. See General Instruction VII.C to
 Form S-1.

 We
have updated the incorporation by reference to refer to our Form 10-K, filed on April 7, 2025, so we are indeed eligible as the annual
report for the fiscal year ended December 31, 2024 has been filed.

 Sustainable
Bitcoin Mining, page 7

 2. Please
 file the acquisition agreements for the Sturgeon County, Alberta and Columbiana County, Ohio
 facilities or tell us why these are not required to be filed by Item 601(b) to Regulation
 S-K. Also disclose whether either facility is third-party hosted and, if so, disclose the
 terms of your agreements with the third-party hosting facilities.

 Those
Agreements were filed as exhibits to the Form10-K for the year ended December 31, 2024, and we have updated the Exhibit List accordingly.
We have revised the updated disclosure on Sustainable Bitcoin Mining to state that we are self hosting at these sites.

 3. For
 Bitcoin that you mine, please disclose:

 ● How
 long you intend to hold mined Bitcoin and how you are holding it, including whether you have
 a specific policy for how you will determine when to sell Bitcoin for fiat currency to fund
 operations or growth and through what exchange, or if you intend to hold your mining rewards
 for investment purposes.

 ● Risks
 to your liquidity caused by volatility in Bitcoin pricing.

 ● Whether
 you have sold any of your mined Bitcoin.

 U.S.
SEC

 April
25, 2025

 Page
2

 ● Whether
 you have any agreement or arrangement with a third-party custodian/exchange, and if so, the
 material terms.

 We
have added this disclosure to the S-1/A in the Sustainable Bitcoin Mining disclosure.

 4. Please
 describe your miners at each facility including:

 ● the
 average, mean and range of the ages of your miners;

 ● the
 average, mean and range of the energy efficiency of your miners; and

 ● the
 average downtime due to scheduled maintenance and non- scheduled maintenance.

 We
have added this disclosure to the S-1/A in the Sustainable Bitcoin Mining disclosure.

 5. If
 known, please disclose a breakeven analysis for your bitcoin mining operations that compares
 for each facility the cost to earn/mine one bitcoin with the market value of one mined bitcoin.
 Discuss all relevant inputs used in your calculation and the key assumptions used in preparing
 it.

 We
have not run a full breakeven analysis and disclose that in the S-1/A in the Sustainable Bitcoin Mining disclosure.

 Sustainable
Bitcoin Mining, page 9

 6. Refer
 to the third paragraph on page 9 regarding the acquisition and near-term deployment of 220
 new BITMAIN Antminer S19kPro miners at your Sturgeon County, Alberta mining facility. Please
 disclose the date of this acquisition, the material terms of the acquisition agreement, the
 expected date of deployment, and the expected hashrate of the new miners.

 We
have added this disclosure to the S-1/A in the Sustainable Bitcoin Mining disclosure.

 We
thank you in advance for your comments and welcome any feedback you may have. We acknowledge 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. Please contact me, at (516) 217-6379 with any questions or comments regarding the foregoing.

 Very truly yours,

 /s/ Jolie Kahn

 Jolie Kahn, CEO

February 27, 2025
Jolie Kahn
Chief Executive Officer
AGRIFORCE GROWING SYSTEMS LTD.
430 Park Avenue
19th Floor
New York, NY 10022
Re:AGRIFORCE GROWING SYSTEMS LTD.
Registration Statement on Form S-1
Filed February 6, 2025
File No. 333-284736
Dear Jolie Kahn:
            We have conducted a limited review of your registration statement and have the
following comment(s).
            Please respond to this letter by amending your registration 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 registration statement and the information
you provide in response to this letter, we may have additional comments.
Form S-1 filed February 6, 2025
General
1.It appears that you are not eligible to incorporate by reference into your Form S-1
given that you have not yet filed your annual report for your fiscal year ended
December 31, 2024. Please revise your registration statement accordingly or advise.
See General Instruction VII.C to Form S-1.
Sustainable Bitcoin Mining, page 7
Please file the acquisition agreements for the Sturgeon County, Alberta and
Columbiana County, Ohio facilities or tell us why these are not required to be filed by
Item 601(b) to Regulation S-K. Also disclose whether either facility is third-party
hosted and, if so, disclose the terms of your agreements with the third-party 2.

February 27, 2025
Page 2
hosting facilities.
3.For Bitcoin that you mine, please disclose:
•How long you intend to hold mined Bitcoin and how you are holding it, including
whether you have a specific policy for how you will determine when
to sell Bitcoin for fiat currency to fund operations or growth and through what
exchange, or if you intend to hold your mining rewards for investment purposes.
•Risks to your liquidity caused by volatility in Bitcoin pricing.
•Whether you have sold any of your mined Bitcoin.
•Whether you have any agreement or arrangement with a third-party
custodian/exchange, and if so, the material terms.
4.Please describe your miners at each facility including:
•the average, mean and range of the ages of your miners;
•the average, mean and range of the energy efficiency of your miners; and
•the average downtime due to scheduled maintenance and non-
scheduled maintenance.
5.If known, please disclose a breakeven analysis for your bitcoin mining operations that
compares for each facility the cost to earn/mine one bitcoin with the market value of
one mined bitcoin. Discuss all relevant inputs used in your calculation and the key
assumptions used in preparing it.
Sustainable Bitcoin Mining, page 9
6.Refer to the third paragraph on page 9 regarding the acquisition and near-term
deployment of 220 new BITMAIN Antminer S19kPro miners at your Sturgeon
County, Alberta mining facility. Please disclose the date of this acquisition, the
material terms of the acquisition agreement, the expected date of deployment, and the
expected hashrate of the new miners.
            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.
            Please contact Kristin Baldwin at 202-551-7172 or Evan Ewing at 202-551-5920 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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AGRIFORCE
GROWING SYSTEMS, LTD.

300-2233
Columbia Street

Vancouver,
BC V5Y0M6

June
3, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

    Re:
    AgriForce
    Growing Systems, Ltd.

    Registration
    Statement on Form S-1

    File
    No. 333-279154

    REQUEST
    FOR ACCELERATION OF EFFECTIVENESS

Gentlepersons:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended,
AgriForce Growing Systems, Ltd. (the “Registrant”) hereby respectfully requests acceleration of the effective date of its
Registration Statement on Form S-1 (File No. 333-279154), as amended (the “Registration Statement”), so that it may become
effective at 4:45 p.m. Eastern Time on Wednesday, June 5, 2024, or as soon as practicable thereafter.

The
Registrant hereby authorizes Jolie Kahn, Esq., to orally modify or withdraw this request for acceleration.

We
respectfully request that we be notified of such effectiveness by a telephone call to Ms. Kahn at (516) 217-6379.

    Very
    truly yours,

    AGRIFORCE
    GROWING SYSTEMS, LTD.

    /s/
    Jolie Kahn

    Jolie
    Kahn

    Executive
    Consultant

CORRESP
1
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AGRIFORCE
GROWING SYSTEMS, LTD.

300-2233
Columbia Street

Vancouver,
BC V5Y0M6

June
3, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

    Re:
    AgriForce
    Growing Systems, Ltd.

    Registration
    Statement on Form S-1

    File
    No. 333-279154

    REQUEST
    FOR ACCELERATION OF EFFECTIVENESS

Gentlepersons:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Reliance Global Group, Inc. (the “Registrant”) hereby
respectfully requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-279154), as amended
(the “Registration Statement”), so that it may become effective at 4:45 p.m. Eastern Time on Wednesday, June 5, 2024, or
as soon as practicable thereafter.

The
Registrant hereby authorizes Jolie Kahn, Esq., to orally modify or withdraw this request for acceleration.

We
respectfully request that we be notified of such effectiveness by a telephone call to Ms. Kahn at (516) 217-6379.

    Very
    truly yours,

    AGRIFORCE
    GROWING SYSTEMS, LTD.

    /s/
    Jolie Kahn

    Jolie
    Kahn

    Executive
    Consultant

CORRESP
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AGRIFORCE
GROWING SYSTEMS, LTD.

300-2233
Columbia Street

Vancouver,
BC V5Y0M6

May
14, 2024

VIA EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

    Re:
    AgriForce Growing Systems, Ltd.

    Registration Statement on Form S-1

    File No. 333-279154

    WITHDRAWAL OF REQUEST FOR ACCELERATION OF EFFECTIVENESS

Gentlepersons:

AgriForce
Growing Systems, Ltd. (“the Company”) hereby withdraws its request for acceleration pursuant to Rule 461 promulgated under
the Securities Act of 1933, as amended, for acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-279154),
as amended (the “Registration Statement”), so that it would have become effective at 4:45 p.m. Eastern Time on Tuesday, May
14, 2024, or as soon as practicable thereafter.

We
respectfully request that we be notified of anything further on this matter by a telephone call to Ms. Kahn at (516) 217-6379.

    Very truly yours,

    AGRIFORCE GROWING SYSTEMS, LTD.

    /s/ Jolie
    Kahn

    Jolie Kahn

    Executive Consultant

CORRESP
1
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AGRIFORCE
GROWING SYSTEMS, LTD.

300-2233
Columbia Street

Vancouver,
BC V5Y0M6

May
13, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

    Re:
    AgriForce
    Growing Systems, Ltd.

    Registration
    Statement on Form S-1

    File
    No. 333-279154

    REQUEST
    FOR ACCELERATION OF EFFECTIVENESS

Gentlepersons:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, AgriForce Growing Systems, Ltd. (the “Registrant”)
hereby respectfully requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-279154), as amended
(the “Registration Statement”), so that it may become effective at 4:45 p.m. Eastern Time on Tuesday, May 14, 2024, or as
soon as practicable thereafter.

The
Registrant hereby authorizes Jolie Kahn, Esq., to orally modify or withdraw this request for acceleration.

We
respectfully request that we be notified of such effectiveness by a telephone call to Ms. Kahn at (516) 217-6379.

    Very
    truly yours,

    AGRIFORCE
    GROWING SYSTEMS, LTD.

    /s/
    Jolie Kahn

    Jolie
    Kahn

    Executive
    Consultant

CORRESP
1
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AGRIFORCE
GROWING SYSTEMS, LTD.

300-2233
Columbia Street

Vancouver,
BC V5Y0M6

May
10, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

    Re:
    AgriForce
    Growing Systems, Ltd.

    Registration
    Statement on Form S-1

    File
    No. 333-279154

    REQUEST
    FOR ACCELERATION OF EFFECTIVENESS

Gentlepersons:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Reliance Global Group, Inc. (the “Registrant”) hereby
respectfully requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-279154), as amended
(the “Registration Statement”), so that it may become effective at 4:45 p.m. Eastern Time on Tuesday, May 14, 2024, or as
soon as practicable thereafter.

The
Registrant hereby authorizes Jolie Kahn, Esq., to orally modify or withdraw this request for acceleration.

We
respectfully request that we be notified of such effectiveness by a telephone call to Ms. Kahn at (516) 217-6379.

    Very
    truly yours,

    AGRIFORCE
    GROWING SYSTEMS, LTD.

    /s/
    Jolie Kahn

    Jolie
    Kahn

    Executive
    Consultant

United States securities and exchange commission logo
May 10, 2024
Richard Wong
Chief Financial Officer
AGRIFORCE GROWING SYSTEMS LTD.
800-525 West 8th Avenue
Vancouver, BC V5Y 1C6
Canada
Re:AGRIFORCE GROWING SYSTEMS LTD.
Registration Statement on Form-S-1
Filed May 6, 2024
File No. 333-279154
Dear Richard Wong:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Erin Donahue at 202-551-6063 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
December 21, 2023
Richard Wong
Interim Chief Executive Officer and Chief Financial Officer
AgriFORCE Growing Systems, Ltd.
2233 Colombia Street, Suite 300
Vancouver, B.C., V5Y 0M6
Re:AgriFORCE Growing Systems, Ltd.
Registration Statement on Form S-1
Filed December 20, 2023
File No. 333-276151
Dear Richard Wong:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Jenny O'Shanick at 202-551-8005 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Jolie Kahn

CORRESP
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AGRIFORCE
GROWING SYSTEMS, LTD.

300-2233
Columbia Street

Vancouver,
BC V5Y0M6

December
21, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

    Re:
    AgriForce Growing Systems, Ltd.

    Registration Statement on Form S-1

    File No. 333-276151

    REQUEST FOR ACCELERATION OF EFFECTIVENESS

Gentlepersons:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, AgriForce Growing Systems, Ltd. (the “Registrant”) hereby
respectfully requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-276151),
as amended (the “Registration Statement”), so that it may become effective at 4:45 p.m. Eastern Time on Tuesday, December
26, 2023, or as soon as practicable thereafter.

The
Registrant hereby authorizes Jolie Kahn, Esq., to orally modify or withdraw this request for acceleration.

We
respectfully request that we be notified of such effectiveness by a telephone call to Ms. Kahn at (516) 217-6379.

    Very truly yours,

    AGRIFORCE GROWING SYSTEMS, LTD.

    /s/ Andre
    Beaulieu

    Andre Beaulieu

    General Counsel

CORRESP
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AGRIFORCE
GROWING SYSTEMS, LTD.

777
Hornby Street, Suite 600

Vancouver,
BC V6Z 1S4

Canada

May
1, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

    Re:
    AgriForce
    Growing Systems, Ltd.

    Registration
    Statement on Form S-1

    File
    No. 333-269669

    REQUEST
    FOR ACCELERATION OF EFFECTIVENESS

Gentlepersons:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Reliance Global Group, Inc. (the “Registrant”) hereby
respectfully requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-269669), as amended
(the “Registration Statement”), so that it may become effective at 4:45 p.m. Eastern Time on Wednesday, May 3, 2023, or as
soon as practicable thereafter.

The
Registrant hereby authorizes Jolie Kahn, Esq., to orally modify or withdraw this request for acceleration.

We
respectfully request that we be notified of such effectiveness by a telephone call to Ms. Kahn at (516) 217-6379.

    Very
    truly yours,

    AGRIFORCE
    GROWING SYSTEMS, LTD.

    /s/
    Andre Beaulieu

    Andre
    Beaulieu

    General
    Counsel

CORRESP
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March
29, 2023

CONFIDENTIAL
CORRESPONDENCE

Gregory
Herberts and Erin Purnell

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

Washington,
DC 20549

    Re:
    AgriForce
    Growing Systems, Ltd.

    Registration
    Statement on Form S-1 Filed February 9, 2023

    File
    No. 333-269669

Dear
Richard Wong:

Please
find our responses to the comments contained in your letter to AgriForce Growing Systems, Ltd. dated February 24, 2023. We have bolded
your comments and placed our responses below each comment.

Form
S-1 filed February 9, 2023

Our
Business, page 19

1.
We note that shareholders voted to approve three acquisitions on December 15, 2022 but that you have not filed any Item 2.01 8-Ks regarding
the acquisitions. Please update your disclosure to discuss the current status of your definitive agreement to acquire Delphy Groep BV.
In addition, please describe the status of the Stronghold and Manna acquisitions.

Response:

Delphy:

●
Management is currently negotiating an amendment which will extend the Long Stop Date past January 15, 2023. Neither party has provided
notice to terminate the agreement.

Stronghold:

●
Under the terms of the agreement, Stronghold must complete certain permitting, zoning, and infrastructure work by March 31, 2023, to
close the transaction. The Company is currently reviewing the progress made by Stronghold and the market conditions to evaluate the feasibility
of acquiring the property.

Manna:

The
transaction is closed.

All
of these items have been disclosed in the Amendment No. 1 to Registration Statement of Form S-1 filed in conjunction with this letter.

SEC
Comment:

General,
page 51

2.
Please update your audited financial information in your next amendment.

Response:

The
audited financial information has been updated in the amendment.

    Very
    truly yours,

    cc:
    Jolie
    Kahn

    Richard
    Wong

United States securities and exchange commission logo
February 24, 2023
Richard Wong
Chief Financial Officer
AgriForce Growing Systems, Ltd
300 – 2233 Columbia Street
Vancouver, BC, Canada V5Y 0M6
Re:AgriForce Growing Systems, Ltd.
Registration Statement on Form S-1
Filed February 9, 2023
File No. 333-269669
Dear Richard Wong:
            We have limited our review of your registration statement to those issues we have
addressed in our 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 February 9, 2023
Our Business, page 19
1.We note that shareholders voted to approve three acquisitions on December 15, 2022 but
that you have not filed any Item 2.01 8-Ks regarding the acquisitions.  Please update your
disclosure to discuss the current status of your definitive agreement to acquire Delphy
Groep BV. In addition, please describe the status of the Stronghold and Manna
acquisitions.
General, page 51
2.Please update your audited financial information in your next amendment.

 FirstName LastNameRichard  Wong
 Comapany NameAgriForce Growing Systems, Ltd
 February 24, 2023 Page 2
 FirstName LastName
Richard  Wong
AgriForce Growing Systems, Ltd
February 24, 2023
Page 2
            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.
            Please contact Gregory Herbers at 202-551-8028 or Erin Purnell at 202-551-3454 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Jolie Kahn

CORRESP
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AGRIFORCE
GROWING SYSTEMS, LTD.

300
– 2233 Columbia Street

Vancouver,
BC, Canada V5Y 0M6

August
16, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

    Re:
    AgriForce Growing Systems, Ltd.

    Registration Statement on Form S-3

    File No. 333-266722

    REQUEST FOR ACCELERATION OF EFFECTIVENESS

Gentlepersons:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, AgriForce Growing Systems, Ltd. (the “Registrant”)
hereby respectfully requests acceleration of the effective date of its Registration Statement on Form S-3, filed on August 11, 2022,
as amended by Amendment No. 1 to Registration Statement on Form S-3, as filed on August 16, 2022 so that it may become effective at 5:00
p.m. Eastern Time on Thursday, August 18, 2022, or as soon as practicable thereafter.

The
Registrant hereby authorizes Jolie Kahn, Esq., to orally modify or withdraw this request for acceleration.

We
respectfully request that we be notified of such effectiveness by a telephone call to Ms. Kahn at (516) 217-6379.

    Very truly yours,

    AGRIFORCE GROWING SYSTEMS, LTD.

    /s/ Ingo
    Mueller

    Ingo Mueller

    Chief Executive Officer

CORRESP
1
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AGRIFORCE
GROWING SYSTEMS, LTD.

300
– 2233 Columbia Street

Vancouver,
BC, Canada V5Y
0M6

Canada

August
15, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

    Re:
    AgriForce
    Growing Systems, Ltd.

    Registration
    Statement on Form S-3

    File
    No. 333-266722

    WITHDRAWAL
    OF REQUEST FOR ACCELERATION OF EFFECTIVENESS

Gentlepersons:

Please
withdraw the acceleration request for the above which was filed on August 11, 2022, to have acceleration of the effective date of its
Registration Statement on Form S-3 (File No. 333-266722), as amended (the “Registration
Statement”), so that it would have become effective at 10:00 a.m. Eastern Time on Monday, August 15, 2022, or as soon as practicable
thereafter. The reason for the withdrawal is the Commission’s request on Monday, August 15 that the Company first file its Quarterly
Report on 10-Q and file an amendment to the Form S-3 to include the financial statements for the quarter ended June 30, 2022, before
requesting acceleration.

The
Registrant hereby authorizes Jolie Kahn, Esq., to orally modify or withdraw this withdrawal of request for acceleration.

    Very
    truly yours,

    AGRIFORCE
    GROWING SYSTEMS, LTD.

    /s/
    Richard Wong

    Richard
    Wong

    Chief
    Financial Officer

United States securities and exchange commission logo
August 11, 2022
Ingo Mueller
Chief Executive Officer
AgriFORCE Growing Systems Ltd.
300 – 2233 Columbia Street
Vancouver, BC V5Y 0M6
Canada
Re:AgriFORCE Growing Systems Ltd.
Registration Statement on Form S-3
Filed August 9, 2022
File No. 333-266722
Dear Mr. Mueller:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Alex King at 202-551-8631 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
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AGRIFORCE
GROWING SYSTEMS, LTD.

300 – 2233 Columbia Street

Vancouver,
BC, Canada V5Y 0M6

Canada

August
11, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

    Re:
    AgriForce
    Growing Systems, Ltd.

    Registration
    Statement on Form S-3

    File
    No. 333-266722

    REQUEST
    FOR ACCELERATION OF EFFECTIVENESS

Gentlepersons:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, AgriForce Growing Systems, Ltd. (the “Registrant”)
hereby respectfully requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-266722),
as amended (the “Registration Statement”), so that it may become effective at 10:00 a.m. Eastern Time on Monday, August 15,
2022, or as soon as practicable thereafter.

The
Registrant hereby authorizes Jolie Kahn, Esq., to orally modify or withdraw this request for acceleration.

We
respectfully request that we be notified of such effectiveness by a telephone call to Ms. Kahn at (516) 217-6379.

    Very
    truly yours,

    AGRIFORCE
    GROWING SYSTEMS, LTD.

    /s/
    Ingo Mueller

    Ingo
    Mueller

    Chief
    Executive Officer

CORRESP
1
filename1.htm

AGRIFORCE GROWING SYSTEMS, LTD.

300
– 2233 Columbia Street
 Vancouver, BC, Canada V5Y 0M6
 Canada

August 9, 2022 – Amended on August 10, 2022
to

Correct scrivener’s error

VIA EDGAR

U.S. Securities and Exchange
Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

    Re:
    AgriForce Growing Systems, Ltd.

    Registration Statement on Form S-1

    File No. 333-266441

    REQUEST FOR ACCELERATION OF EFFECTIVENESS

Gentlepersons:

Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended, AgriForce Growing Systems, Ltd. (the “Registrant”) hereby respectfully requests
acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-266441),
as amended (the “Registration Statement”), so that it may become effective at 4:45 p.m. Eastern Time on Thursday, August 11,
2022, or as soon as practicable thereafter.

The Registrant hereby authorizes
Jolie Kahn, Esq., to orally modify or withdraw this request for acceleration.

We respectfully request that we
be notified of such effectiveness by a telephone call to Ms. Kahn at (516) 217-6379.

    Very truly yours,

    AGRIFORCE GROWING SYSTEMS, LTD.

    /s/ Ingo Mueller

    Ingo Mueller

    Chief Executive Officer

CORRESP
1
filename1.htm

AGRIFORCE
GROWING SYSTEMS, LTD.

300
– 2233 Columbia Street

Vancouver,
BC, Canada V5Y 0M6

Canada

August
9, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

    Re:
    AgriForce
    Growing Systems, Ltd.

    Registration
    Statement on Form S-1

    File
    No. 333-266441

    REQUEST
    FOR ACCELERATION OF EFFECTIVENESS

Gentlepersons:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Reliance Global Group, Inc. (the “Registrant”) hereby
respectfully requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-266441),
as amended (the “Registration Statement”), so that it may become effective at 4:45 p.m. Eastern Time on Thursday, August
11, 2022, or as soon as practicable thereafter.

The
Registrant hereby authorizes Jolie Kahn, Esq., to orally modify or withdraw this request for acceleration.

We
respectfully request that we be notified of such effectiveness by a telephone call to Ms. Kahn at (516) 217-6379.

    Very
    truly yours,

    AGRIFORCE
    GROWING SYSTEMS, LTD.

    /s/
    Ingo Mueller

    Ingo
    Mueller

    Chief
    Executive Officer

United States securities and exchange commission logo
August 8, 2022
Ingo Mueller
Chief Executive Officer
AgriFORCE Growing Systems Ltd.
300 – 2233 Columbia Street
Vancouver, BC V5Y 0M6
Canada
Re:AgriFORCE Growing Systems Ltd.
Registration Statement on Form S-1
Filed August 1, 2022
File No. 333-266441
Dear Mr. Mueller:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Alex King at 202-551-8631 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

AGRIFORCE
GROWING SYSTEMS, LTD.

777
Hornby Street, Suite 600

Vancouver,
BC V6Z 1S4

Canada

July
2, 2021

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

    Re:
    AgriForce
    Growing Systems, Ltd.

    Registration
    Statement on Form S-1

    File
    No. 333-251380

    REQUEST
    FOR ACCELERATION OF EFFECTIVENESS

Gentlepersons:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Reliance Global Group, Inc. (the “Registrant”) hereby
respectfully requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-251380),
as amended (the “Registration Statement”), so that it may become effective at 4:45 p.m. Eastern Time on Wednesday, July 7,
2021, or as soon as practicable thereafter.

The
Registrant hereby authorizes Jolie Kahn, Esq., to orally modify or withdraw this request for acceleration.

We
respectfully request that we be notified of such effectiveness by a telephone call to Ms. Kahn at (516) 217-6379.

    Very
    truly yours,

    AGRIFORCE
    GROWING SYSTEMS, LTD.

    /s/
    Ingo Mueller

    Ingo
    Mueller

    Chief
    Executive Officer

CORRESP
1
filename1.htm

EF
Hutton

17
Battery Place, Suite 625

New
York, New York 10004

July
2, 2021

Via
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

100
F Street, N.E.

Washington,
D.C. 20549

    RE:
    Agriforce
    Growing Systems, Ltd.

    Registration
    Statement on Form S-1

    File
    No. 333- 251380

Dear
Sir or Madam:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, EF Hutton, division of Benchmark Investments, LLC, in its capacity as representative
of the underwriters, pursuant to that certain registration statement on Form S-1, File No. 333- 251380 (the “Registration Statement”)
of Agriforce Growing Systems, Ltd. (the “Company”), we wish to advise you that we hereby join with the Company’s
request that the effective date of the Registration Statement be accelerated so that the same will become effective at 4:45 P.M., Eastern
Time, on July 7, 2021, or as soon as practicable thereafter.

The
undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange
Act of 1934, as amended.

    Respectfully,

    EF Hutton,

    division of Benchmark Investments, LLC

    By:
    /s/
    Sam Fleischman

    Name:
    Sam
    Fleischman

    Title:
    Supervisory
    Principal

CORRESP
1
filename1.htm

AgriForce
Growing Systems, Ltd.

777
Hornby Street, Suite 600

Vancouver, BC

V6Z 1S4

June
14, 2021

United
States Securities and Exchange Commission

Washington,
D.C. 20549

    Re:
    Agriforce
    Growing Systems, Ltd.

    Amendment
    No. 4 to Registration Statement on Form S-1 Filed June 3, 2021

    File
    No. 333-251380

Gentlepersons:

We
have reviewed your comment letter, dated June 11, 2021 and have the following responses. To facilitate review, we have reproduced your
comments in bold type and have inserted our answers below each comment.

Registration
Statement on Form S-1 filed January 3, 2021

Use
of Proceeds, page 20

1.
You disclose that you plan to use the proceeds of the offering towards the repayment of certain senior secured indebtedness. Pursuant
to Instruction 4 to Item 504 of Regulation SK, please disclose here the interest rates and maturity dates of the debt that will be repaid
with the proceeds from this offering. To the extent any of this debt was incurred within one year, describe the use of proceeds of such
indebtedness.

We
have added the requested disclosure.

New
Directors, page 46

2.
Please revise to disclose for your new director nominees, Amy Griffith and Richard Levychin, their ages, and briefly discuss the specific
experience, qualifications, attributes or skills that led to the conclusion that each of them should serve as a director at the time
that the disclosure is made, in light of your business and structure. See Item 401(a) and (e) of Regulation S-K. Also, file consents
for each director nominee. See Securities Act Rule 438.

We
have made the requested revisions and filed the requested Rule 438 consents as Exhibits 23.4 and 23.5.

We
thank you in advance for your comments and welcome any feedback you may have. Please contact our counsel, Jolie Kahn, at (516) 217-6379
with any questions or comments regarding the foregoing.

    Very
    truly yours,

    /s/
    Ingo Mueller

    Ingo
    Mueller, CEO

United States securities and exchange commission logo
June 11, 2021
Ingo Mueller
Chief Executive Officer
Agriforce Growing Systems, Ltd.
777 Hornby Street, Suite 600
Vancouver, BC V6Z 1S4
Canada
Re:Agriforce Growing Systems, Ltd.
Amendment No. 4 to Registration Statement on Form S-1
Filed June 3, 2021
File No. 333-251380
Dear Mr. Mueller:
            We have reviewed your amended 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.
Amendment No. 4 to Form S-1 filed June 3, 2021
Use of Proceeds, page 20
1.You disclose that you plan to use the proceeds of the offering towards the repayment of
certain senior secured indebtedness. Pursuant to Instruction 4 to Item 504 of Regulation S-
K, please disclose here the interest rates and maturity dates of the debt that will be repaid
with the proceeds from this offering. To the extent any of this debt was incurred within
one year, describe the use of proceeds of such indebtedness.
New Directors, page 46
2.Please revise to disclose for your new director nominees, Amy Griffith and Richard
Levychin, their ages, and briefly discuss the specific experience, qualifications, attributes

 FirstName LastNameIngo Mueller
 Comapany NameAgriforce Growing Systems, Ltd.
 June 11, 2021 Page 2
 FirstName LastName
Ingo Mueller
Agriforce Growing Systems, Ltd.
June 11, 2021
Page 2
or skills that led to the conclusion that each of them should serve as a director at the time
that the disclosure is made, in light of your business and structure.  See Item 401(a) and
(e) of Regulation S-K. Also, file consents for each director nominee. See Securities Act
Rule 438.
            You may contact Mindy Hooker at (202) 551-3732 or John Cash at (202) 551-3768 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Sherry Haywood at (202) 551-3345 or Geoffrey Kruczek at (202) 551-3641 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Jolie Kahn

CORRESP
1
filename1.htm

Agriforce
Growing Systems, Ltd.

777
Hornby Street, Suite 600

Vancouver,
BC V6Z 1S4

Canada

March
22, 2021

United
States Securities and Exchange Commission

Washington,
DC 20549

Re:
Agriforce Growing Systems, Ltd.

Amendment
No. 2 to Registration Statement on Form S-1 Filed

March
3, 2021

File
No. 333-251380

To
whom it may concern:

We
have reviewed your comment letter, dated March 18, 2021 and have the following responses. To facilitate review, we have reproduced
your comments in bold type and have inserted our answers below each comment.

Amendment
No. 2 to Registration Statement on Form S-1

Prospectus
Cover Page, page i

    1.
    Please
    revise your cover page to disclose the 2,266,666 number of units (i.e. volume of securities) in this offering. Further, you
    disclose in the Calculation in Registration Fee table the representative warrants, and $816,000 in common shares issuable
    upon exercise of the representative’s warrants. Also, please disclose in the cover page the number of representative
    warrants, and the number of common shares issuable upon exercise of the representative’s warrants, included in the $816,000
    proposed maximum offering price. Please see Item 501(b)(2) of Regulation S-K and Securities Act Rules Compliance and Disclosure
    Interpretations 227.02 for guidance.

We
have revised our cover page accordingly.

Legal
Opinion - Exhibit 5.1, page iii

    2.
    Please
    have counsel revise the legal opinion to opine on the units.

It
has been so revised.

Risk
Factor, page 5

    3.
    We
    note your response to comment 3 in our letter dated February 1, 2021. Section 11 of Exhibit 4.1 stipulates that an investor
    must submit to the exclusive jurisdiction of federal courts for all legal proceedings arising out of or relating to the Series
    A warrant. Revise to add an new risk factor in the section captioned “Risk Factors” to make clear that this provision
    applies to actions arising under the Securities Act and the Exchange Act. Describe the risks to investors relating to this
    provisions, including increased costs to bring a claim and that it can discourage claims or limit investors’ ability
    to bring a claim in a judicial forum that they find favorable. Also describe any uncertainty regarding the enforceability
    of this provision.

We
added a risk factor to address your concern although our disclosure is clear that the exclusive federal court jurisdiction is
with respect to Securities Act and Exchange Act claims.

We
thank you in advance for your comments and welcome any feedback you may have. Please contact our counsel, Jolie Kahn, at (516)
217-6379 with any questions or comments regarding the foregoing.

    Very
    truly yours,

    /s/
    Ingo Mueller

    Ingo
    Mueller, CEO

United States securities and exchange commission logo
March 18, 2021
Ingo Mueller
Chief Executive Officer
Agriforce Growing Systems, Ltd.
777 Hornby Street, Suite 600
Vancouver, BC V6Z 1S4
Canada
Re:Agriforce Growing Systems, Ltd.
Amendment No. 2 to Registration Statement on Form S-1
Filed March 3, 2021
File No. 333-251380
Dear Mr. Mueller:
            We have reviewed your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our February 1, 2021 letter.
Amendment No. 2 to Registration Statement on Form S-1
Prospectus Cover Page, page i
1.Please revise your cover page to disclose the 2,266,666 number of units (i.e. volume of
securities) in this offering.  Further, you disclose in the Calculation in Registration Fee
table the representative warrants, and $816,000 in common shares issuable upon exercise
of the representative’s warrants. Also, please disclose in the cover page the number of
representative warrants, and the number of common shares issuable upon exercise of the
representative’s warrants, included in the $816,000 proposed maximum offering price.
Please see Item 501(b)(2) of Regulation S-K and Securities Act Rules Compliance and
Disclosure Interpretations 227.02 for guidance.

 FirstName LastNameIngo Mueller
 Comapany NameAgriforce Growing Systems, Ltd.
 March 18, 2021 Page 2
 FirstName LastName
Ingo Mueller
Agriforce Growing Systems, Ltd.
March 18, 2021
Page 2
Legal Opinion - Exhibit 5.1, page iii
2.Please have counsel revise the legal opinion to opine on the units.
Risk Factor, page 5
3.We note your response to comment 3 in our letter dated February 1, 2021. Section 11 of
Exhibit 4.1 stipulates that an investor must submit to the exclusive jurisdiction of federal
courts for all legal proceedings arising out of or relating to the Series A warrant. Revise to
add an new risk factor in the section captioned “Risk Factors” to make clear that this
provision applies to actions arising under the Securities Act and the Exchange Act.
Describe the risks to investors relating to this provisions, including increased costs to
bring a claim and that it can discourage claims or limit investors’ ability to bring a claim
in a judicial forum that they find favorable.  Also describe any uncertainty regarding the
enforceability of this provision.
            You may contact Mindy Hooker at (202) 551-3732 or Martin James at (202) 551-3671 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Sherry Haywood at (202) 551-3345 or Geoffrey Kruczek at (202) 551-3641 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Jolie Kahn

CORRESP
1
filename1.htm

AgriForce
Growing Systems, Ltd.

777
Hornby Street, Suite 600

Vancouver,
BC

V6Z
1S4

March
3, 2021

United
States Securities and Exchange Commission

Washington,
D.C. 20549

    Re:
    Agriforce
    Growing Systems, Ltd.

    Amendment
    No. 1 to Registration Statement on Form S-1

    Filed
    January 20, 2021

    File
    No. 333-251380

Gentlepersons:

We
have reviewed your comment letter, dated February 1, 2021 and have the following responses. To facilitate review, we have reproduced
your comments in bold type and have inserted our answers below each comment.

Registration
Statement on Form S-1 filed January 20, 2021

Prospectus
Cover Page, page i

    1.
    If
    you offer the Series A Warrants and common shares together, then you must register them as units in your offering, even if
    the common shares and Series A Warrants are immediately separable following the offering. If you plan to offer units, please
    revise the registration statement fee table and prospectus cover page to identify the units as securities in the offering,
    identifying the components of the units. Please clarify that each unit contains one common share and one Series A Warrant
    to purchase one common share.

We
have revised the entire Registration Statement according to your comment to register units, each consisting of one common share
and a Series A Warrant to purchase one common share.

U.S.
SEC

March
3, 2021

Page
2

Series
A Preferred Share, page 56

    2.
    We
    note your response to comment three in our letter dated December 22, 2020. We also note Section 29.7 of your Business Corporation
    Act Articles filed as exhibit 3.2. You disclose that the holders of preferred shares will be entitled to one vote on each
    matter that Series A preferred shareholders are exclusively entitled to vote. Please disclose when Series A preferred shareholders
    are exclusively entitled to vote.

We
have revised to so disclose.

Form
of Series A Warrant - Exhibit 4.1, page 100

    3.
    Section
    11 of Exhibit 4.1 stipulates that an investor must submit to the exclusive jurisdiction of state and federal courts located
    in the City of New York for all legal proceedings arising out of or relating to the Series A warrant. Revise the disclosure
    in the section captioned “Risk Factors” and in the prospectus to make clear whether this provision applies to
    actions arising under the Securities Act or the Exchange Act. We note that Section 27 of the Exchange Act creates exclusive
    federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or its rules and
    regulations and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits
    brought to enforce any duty or liability created by the Securities Act or its rules and regulations. If this provision applies
    to Securities Act claims, revise the disclosure in the prospectus to state that there is uncertainty on whether a court would
    enforce the provision and that investors cannot waive compliance with the federal securities laws and their rules and regulations.
    If this provision does not apply to actions arising under the Securities Act or the Exchange Act, ensure that the provision
    and the disclosure in the prospectus both state this clearly.

We
have revised the disclosure and the form to reflect that any 33 and 34 Act claims must be brought in federal court.

Recent
Sales of Unregistered Securities, page II-2

    4.
    We
    note your response to comment five in our letter dated December 22, 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
have again revised our disclosure to identify the class of persons as requested as well as the exemption and facts relied upon.

We
have disclosed all issuances, by offering round, for the past three years and listed the class of investor, exemption from registration
and facts relied upon for each exemption.

U.S.
SEC

March
3, 2021

Page
3

We
thank you in advance for your comments and welcome any feedback you may have. Please contact our counsel, Jolie Kahn, at (516)
217-6379 with any questions or comments regarding the foregoing.

    Very
    truly yours,

    /s/
    Ingo Mueller

    Ingo
    Mueller, CEO

United States securities and exchange commission logo
February 1, 2021
Ingo Mueller
Chief Executive Officer
Agriforce Growing Systems, Ltd.
777 Hornby Street, Suite 600
Vancouver, BC V6Z 1S4
Canada
Re:Agriforce Growing Systems, Ltd.
Amendment No. 1 to Registration Statement on Form S-1
Filed January 20, 2021
File No. 333-251380
Dear Mr. Mueller:
            We have reviewed your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our December 22, 2020 letter.
Registration Statement on Form S-1 filed January 20, 2021
Prospectus Cover Page, page i
1.If you offer the Series A Warrants and common shares together, then you must register
them as units in your offering, even if the common shares and Series A Warrants are
immediately separable following the offering. If you plan to offer units, please revise the
registration statement fee table and prospectus cover page to identify the units as securities
in the offering, identifying the components of the units. Please clarify that each unit
contains one common share and one Series A Warrant to purchase one common share.

 FirstName LastNameIngo Mueller
 Comapany NameAgriforce Growing Systems, Ltd.
 February 1, 2021 Page 2
 FirstName LastNameIngo Mueller
Agriforce Growing Systems, Ltd.
February 1, 2021
Page 2
Series A Preferred Share, page 56
2.We note your response to comment three in our letter dated December 22, 2020. We also
note Section 29.7 of your Business Corporation Act Articles filed as exhibit 3.2. You
disclose that the holders of preferred shares will be entitled to one vote on each matter that
Series A preferred shareholders are exclusively entitled to vote. Please disclose when
Series A preferred shareholders are exclusively entitled to vote.
Form of Series A Warrant - Exhibit 4.1, page 100
3.Section 11 of Exhibit 4.1 stipulates that an investor must submit to the exclusive
jurisdiction of state and federal courts located in the City of New York for all legal
proceedings arising out of or relating to the Series A warrant. Revise the disclosure in the
section captioned "Risk Factors" and in the prospectus to make clear whether this
provision applies to actions arising under the Securities Act or the Exchange Act. We note
that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits
brought to enforce any duty or liability created by the Exchange Act or its rules and
regulations and Section 22 of the Securities Act creates concurrent jurisdiction for federal
and state courts over all suits brought to enforce any duty or liability created by the
Securities Act or its rules and regulations. If this provision applies to Securities Act
claims, revise the disclosure in the prospectus to state that there is uncertainty on whether
a court would enforce the provision and that investors cannot waive compliance with the
federal securities laws and their rules and regulations. If this provision does not apply to
actions arising under the Securities Act or the Exchange Act, ensure that the provision and
the disclosure in the prospectus both state this clearly.

Recent Sales of Unregistered Securities, page II-2
4.We note your response to comment five in our letter dated December 22,
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.

 FirstName LastNameIngo Mueller
 Comapany NameAgriforce Growing Systems, Ltd.
 February 1, 2021 Page 3
 FirstName LastName
Ingo Mueller
Agriforce Growing Systems, Ltd.
February 1, 2021
Page 3
            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.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Jolie Kahn

CORRESP
1
filename1.htm

January
19, 2021

United
States Securities and Exchange Commission

Washington,
D.C. 20549

    Re:

    Agriforce
    Growing Systems, Ltd.

    Registration
    Statement on Form S-1

    Filed December 16, 2020

    File
    No. 333-251380

Gentlepersons:

We
have reviewed your comment letter, dated December 22, 2020 and have the following responses. To facilitate review, we have reproduced
your comments in bold type and have inserted our answers below each comment.

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.

We
have inserted a risk factor which discusses the fact that our financial statements may not be comparable as requested.

777
Hornby Street, Suite 600, Vancouver, BC, V6Z 1S4

U.S.
SEC

January
19, 2021

Page
2

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.

A
portion of compensation was added in two places inadvertently. We have adjusted to correct for that error, and the amounts now
balance.

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.

We
have addressed this issue on p. 58.

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.

We
have revised the label as requested.

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
have disclosed all issuances, by offering round, for the past three years and listed the class of investor, exemption from registration
and facts relied upon for each exemption.

We
thank you in advance for your comments and welcome any feedback you may have. Please contact our counsel, Jolie Kahn, at (516)
217-6379 with any questions or comments regarding the foregoing.

    Very
    truly yours,

    /s/
    Ingo Mueller

    Ingo
    Mueller, CEO

777
Hornby Street, Suite 600, Vancouver, BC, V6Z 1S4

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.

 FirstName LastNameIngo Mueller
 Comapany NameAgriforce Growing Systems, Ltd.
 December 22, 2020 Page 2
 FirstName LastNameIngo Mueller
Agriforce Growing Systems, Ltd.
December 22, 2020
Page 2

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.

 FirstName LastNameIngo Mueller
 Comapany NameAgriforce Growing Systems, Ltd.
 December 22, 2020 Page 3
 FirstName LastName
Ingo Mueller
Agriforce Growing Systems, Ltd.
December 22, 2020
Page 3
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Jolie Kahn

CORRESP
1
filename1.htm

AGRIFORCE
GROWING SYSTEMS, LTD.

777
Hornby Street, Suite 600

Vancouver,
BC Canada

V6Z
1S4

    December
    16, 2020

Division
of Corporation Finance

Office
of Manufacturing

U.S.
Securities and Exchange Commission

Washington,
D.C. 20549

    Re:
    Agriforce
    Growing Systems Ltd

    Draft
    Registration Statement on Form S-1 Submitted October 13, 2020, as amended

    CIK
    0001826397

Gentlepersons:

We
have reviewed your comment letter, dated November 9, 2020 (the “Comment Letter”) in response to the above referenced
your draft registration statement (“Registration Statement”) and have the following responses to your comments.
In order to facilitate review, we have reproduced your comments below in bold, and our responses appear in plain type below each
comment.

Draft
Registration Statement on Form S-1 filed October 13, 2020

Capitalization,
page 23

    1.
    Please
    revise the table to include a double line under the cash amounts and revise the first sentence of the introductory paragraph
    to indicate that you are presenting your cash and your total capitalization as of June 30, 2020. In addition, include lines
    above the Total stockholders’ equity amounts so that an investor can easily understand that the amounts are subtotals.

We
have revised the disclosure and added the lines as requested to the Capitalization Section on p. 23.

Corporate
Structure, page 37

    2.
    Please
    briefly describe the operations of your subsidiaries.

On
p. 37, we have added the following disclosure:

Corporate
Structure

The
Company currently has the following wholly-owned subsidiaries, which perform the following functions – AgriForce Investments
will handle any investments in the U.S., West Pender Holdings will hold real estate assets, West Pender Management will manage
those assets and AGI IP will hold intellectual property in the U.S. and DayBreak is dormant.

U.S.
Securities and Exchange Commission

December
16, 2020

Page
2

Patent
Applications/Trademarks, page 41

    3.
    Please
    disclose the duration of your patents and trademarks.

The
duration has been added on p. 41.

Management,
page 46

    4.
    Please
    revise the biographical descriptions for your executive officers and directors to disclose each person’s principal
    occupation and employment during the most recent five years and the name and business of any corporation or other organization
    in which such occupation and employment were carried on. Refer to Item 401(e) of Regulation S-K. Please also clarify whether
    Messrs. Mueller, Wong and McClellan are currently working full-time for the company.

Disclosure
has been added responsive to the above on pp. 46-47.

    5.
    Please
    provide the disclosure required by Item 401(e) of Regulation S-K regarding the specific experience, qualifications, attributes,
    or skills that led to the conclusion that each of your named directors should serve as directors.

Disclosure
has been added responsive to the above on pp. 46-47.

Audit
Committee, page 49

    6.
    Once
    known, please update the disclosure in this section to identify the audit committee members and audit committee financial
    expert.

Disclosure
is updated.

Agreements
with Our Named Executive Officers, page 52

    7.
    Please
    file your agreements with your named executive officers and include such agreements in the exhibit index. See Item 601(b)(10)(iii)
    of Regulation S-K.

The
agreements have been added as exhibits and to the exhibit list.

Executive
Compensation

Summary
Compensation Table, page 52

    8.
    You
    disclose a footnote (5) in the “All Other Compensation” column but there is no footnote (5) disclosure. Please
    remove the notation to footnote (5) or add disclosure. Also, the sum of the compensation does not equal the amount in the
    “Total” column. Please revise or explain your calculations.

We
have revised the table accordingly.

Certain
Relationships and Related Party Transactions , page 57

    9.
    Please
    disclose here your Executive Consulting Services Agreement with PSV Enterprises Corporation. We note your disclosure
    on page 52.

The
requested disclosure has been added.

U.S.
Securities and Exchange Commission

December
16, 2020

Page
3

Preferred
Stock, page 58

    10.
    Please
    provide a clear description of your Series A Preferred Stock, including the dividends, voting rights, liquidation rights and
    terms of conversion. See Item 202 of Regulation S-K.

We
have provided responsive disclosure on p. 58.

Lock-up
Agreements, page 62

    11.
    Please
    revise to clarify what the information in the tables is intended to convey to investors.

We
have revised the disclosure to clarify as follows: “The tables below indicate for each

round
percentages and timing of release from lockup of shares owned by them starting from the effective date of the initial public offering
which is the subject of this prospectus.”

Consolidated
Financial Statements

Consolidated
Statements of Cash Flows, page F-8

    12.
    We
    note that you refer to “non-cash items” and “changes to non-cash working capital items” when
    determining net cash used in operations. Please revise the statements to reflect formatting and wording consistent with ASC
    230-10-45-28 to 45-32 and the example at ASC 230-10-55-13.

We
have so revised the wording on page F-8.

Contingencies,
page F-24

    13.
    You
    disclose the claim filed in BC Supreme Court. Please disclose the date the proceeding was instituted and the full names
    of the principal parties.

We
have added the full names and the date on which the proceeding was instituted.

Item
15: Recent Sales of Unregistered Securities, page II-2

    14.
    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. See Item 701(b) and (d) of Regulation S-K.

All
of the securities were sold to accredited investors in private placement exemptions under Canadian law, and no shares were sold
in the U.S., thus the sales are exempt from U.S. securities laws and regulations. Disclosure has been added on p. II-2.

U.S.
Securities and Exchange Commission

December
16, 2020

Page
4

Thank
you for your comments, and please contact our counsel, Jolie Kahn, at joliekahnlaw@sbcglobal.net
or 516-217-6379 should you have any questions regarding the forgoing.

    Sincerely,

    /s/
    Ingo Mueller

    Ingo
    Mueller

    CEO

    cc:
    Jolie
    Kahn

United States securities and exchange commission logo
November 9, 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.
Draft Registration Statement on Form S-1
Submitted October 13, 2020, as amended
CIK 0001826397
Dear Mr. Mueller:
            We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 filed October 13, 2020
Capitalization, page 23
1.Please revise the table to include a double line under the cash amounts and revise the first
sentence of the introductory paragraph to indicate that you are presenting your cash and
your total capitalization as of June 30, 2020. In addition, include lines above the Total
stockholders' equity amounts so that an investor can easily understand that the amounts
are subtotals.

 FirstName LastNameIngo Mueller
 Comapany NameAgriforce Growing Systems Ltd.
 November 9, 2020 Page 2
 FirstName LastName
Ingo Mueller
Agriforce Growing Systems Ltd.
November 9, 2020
Page 2
Corporate Structure, page 37
2.Please briefly describe the operations of your subsidiaries.
Patent Applications/Trademarks, page 41
3.Please disclose the duration of your patents and trademarks.
Management, page 46
4.Please revise the biographical descriptions for your executive officers and directors to
disclose each person's principal occupation and employment during the most recent five
years and the name and business of any corporation or other organization in which such
occupation and employment were carried on. Refer to Item 401(e) of Regulation S-K.
Please also clarify whether Messrs. Mueller, Wong and McClellan are currently working
full-time for the company.
5.Please provide the disclosure required by Item 401(e) of Regulation S-K regarding the
specific experience, qualifications, attributes, or skills that led to the conclusion that each
of your named directors should serve as directors.
Audit Committee, page 49
6.Once known, please update the disclosure in this section to identify the audit committee
members and audit committee financial expert.
Agreements with Our Named Executive Officers, page 52
7.Please file your agreements with your named executive officers and include such
agreements in the exhibit index. See Item 601(b)(10)(iii) of Regulation S-K.
Executive Compensation
Summary Compensation Table, page 52
8.You disclose a footnote (5) in the "All Other Compensation" column but there is no
footnote (5) disclosure. Please remove the notation to footnote (5) or add disclosure. Also,
the sum of the compensation does not equal the amount in the "Total" column. Please
revise or explain your calculations.
Certain Relationships and Related Party Transactions , page 57
9.Please disclose here your Executive Consulting Services Agreement with PSV Enterprises
Corporation. We note your disclosure on page 52.

Preferred Stock, page 58
10.Please provide a clear description of your Series A Preferred Stock, including the

 FirstName LastNameIngo Mueller
 Comapany NameAgriforce Growing Systems Ltd.
 November 9, 2020 Page 3
 FirstName LastName
Ingo Mueller
Agriforce Growing Systems Ltd.
November 9, 2020
Page 3
dividends, voting rights, liquidation rights and terms of conversion. See Item 202 of
Regulation S-K.
Lock-up Agreements, page 62
11.Please revise to clarify what the information in the tables is intended to convey to
investors.
Consolidated Financial Statements
Consolidated Statements of Cash Flows, page F-8
12.We note that you refer to "non-cash items" and "changes to non-cash working capital
items"  when determining net cash used in operations. Please revise the statements to
reflect formatting and wording consistent with ASC 230-10-45-28 to 45-32 and the
example at ASC 230-10-55-13.
Contingencies, page F-24
13.You disclose the claim filed in BC Supreme Court. Please disclose the date the proceeding
was instituted and the full names of the principal parties.
Item 15: Recent Sales of Unregistered Securities, page II-2
14.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. See Item 701(b) and
(d) of Regulation S-K.
            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.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Jolie Kahn