FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * NICHOLSON DON 2. Date of Event Requiring Statement (MM/DD/YYYY)
7/8/2021 

3. Issuer Name and Ticker or Trading Symbol AGRIFORCE GROWING SYSTEMS LTD. [AGRI]
(Last)       (First)       (Middle)
# 501 - 1580 MARTIN ST.
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                          _____ 10% Owner
_____ Officer (give title below)        _____ Other (specify below)
(Street)
WHITE ROCK,, A1 V4B 5M3      
(City)             (State)             (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)
 

6. Individual or Joint/Group Filing(Check Applicable Line)_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common shares  144230  D   
Common shares  437290  I  By 0902550 BC Ltd. 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock options   (1) 6/30/2026  Common shares  30070 (2) $3.80 (3) D   
Stock options   (4) 5/31/2026  Common shares  24642 (2) $7.00  D   

Explanation of Responses:
(1)  The shares subject to such option vest and become exercisable annually in substantially equal installments over a two-year period, with the first tranche vested at the date of grant of June 30, 2020, subject to the Reporting Person's continuous service to the Issuer on each such date.
(2)  If permitted by the policies of any stock exchange on which the Issuer may be listed from time to time, the stock option may be exercised by means of a "cashless exercise", in which event the Issuer shall issue to the holder the net number of common shares determined based on the formula presented in the exhibit to the stock option certificate.
(3)  The exercise price reported above was converted from the Canadian exercise price of CAD $4.75 using an exchange rate of CAD $1.25 = US $1.00.
(4)  The shares subject to such option vest and become exercisable annually in substantially equal installments over a three-year period, with the first tranche to be vested on the three-month anniversary of date of grant of May 31, 2021, subject to the Reporting Person's continuous service to the Issuer on each such date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
NICHOLSON DON
# 501 - 1580 MARTIN ST.
WHITE ROCK,, A1 V4B 5M3
X



Signatures
/s/ Donald Nicholson 7/8/2021
**Signature of Reporting Person Date
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