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                            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