HART & TRINEN, LLP
ATTORNEYS AT LAW
1624 Washington Street
Denver, CO 80203
William T. Hart, P.C. ________ Email: harttrinen@aol.com
Donald T. Trinen Facsimile: (303) 839-5414
(303) 839-0061
February 4, 2008
Dana Brown
Securities and Exchange Commission
Mail Stop 3561
100 F Street, NE
Washington, DC 20549
Re: North American Food and Beverage Corp.
Form SB-2
File # 333-147526
This office represents North American Food and Beverage Corp. (the
"Company"). Amendment No. 1 to the Company's registration statement has been
field with the Commission. This letter provides the Company's responses to the
comments received from the Staff by letter dated December 21, 2007. The
paragraph numbers in this letter correspond with the numbered paragraphs in the
Staff's comment letter. The number under the "Page Number" column indicates the
page number in the registration statement where the response to the comment can
be found. The letters "FS" in the page number column refer to the page in the
Company's December 31, 2006 financial statements.
Page Number
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1. Comment complied with. 24
2. The Edgar filing header has been corrected.
3. Comment complied with. 28
4. Comment complied with Back cover
of prospectus.
5. Comment complied with. 2
6. We have not provided a summary financial table since
one is not required. In addition, the Company was
inactive prior to August 31, 2007.
7. As of September 30, 2007, and as a direct result of the
acquisition of Liquor Group Wholesale (Florida), the
Company had a positive stockholder's equity and was
profitable. In addition, we do not believe that the audit
report on the Company's December 31, 2007 financial
statements will have a going concerning qualification.
Accordingly, we do not believe a risk factor pertaining to
prior operating losses and negative stockholders' equity
is necessary.
Page Number
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8. Comment complied with. 4
9. Comment complied with. 5
10. Comment complied with. 4
11. Comment complied with. 4
12. Comment complied with. 4
13. We do not believe the senior rights of the preferred
shareholders are a risk for the holders of the Company's
common stock since the Company does not plan to pay any
dividends for the foreseeable future. We have added
disclosure in the prospectus regarding the Company's
intentions regarding the payment of dividends. 7
14. Comment complied with. 6
15. Comment complied with. 5
16. Comment complied with. 7
17. Comment complied with. 7
18. Comment complied with. 7
19. We have added disclosure concerning the Company's preferred
stock. The Company's warrants expired on January 1, 2008. 7
20. Comment complied with. 7
21. Comment complied with. 7
22. The Company is not aware of any economic or industry-wide
factors relevant to its operations. We have disclosed the
manner by which the Company earns or expects to earn revenues
as well as the identity of the Company's primary business
lines and services. We have added disclosure to the prospectus
which provides that the Company is not aware of any material
opportunities, challenges, risks, or uncertainties other
than those which have been disclosed in the MD&A and the Risk
Factors sections of the prospectus. 8
23. See our response to comment 57.
24. The wording which is the subject of this comment has been
removed from the prospectus. 8
2
Page Number
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25. Comment complied with. 9
26. Comment complied with. 9
27. Comment complied with. 10, 11
28. Comment complied with. 10
29. Comment complied with. 12
30. Comment complied with. 10
31. The wording which was the subject of this comment has
been removed from the prospectus. 12
32. The Company's warrants expired in January 2008. 12
33. The wording which was the subject of this comment has been
removed from the prospectus. 13
34. The wording which was the subject of this comment has been
removed from the prospectus. 13
35. Comment complied with. 12
36. The wording which was the subject of this comment has been
removed from the prospectus. 14
37. Comment complied with. 15
38. Comment complied with. 16
39. Comment complied with. 18
40. Comment complied with. 18
41. Comment complied with. 20
42. Comment complied with. 21
43. Comment complied with. 20
44. Comment complied with. 21
3
Page Number
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45. We have disclosed the dollar amount of the transactions
between Liquor Group Holdings and Happy Vodka Corporation.
Although Mr. Eiras does not have any direct interest in
these transactions, Mr. Eiras owns 90% of Happy Vodka
Corporation and 100% of Liquor Group Holdings. 22
46. Comment complied with. 22
47. The table has been revised. The number of common shares
owned by the shareholders in the table does not give effect
to any shares issuable upon the conversion of the Company's
preferred shares. 22, 23
48. Comment complied with. 22, 23
49. The Company warrants expired on January 1, 2008.
50. Comment complied with. 24
51. Comment complied with. 24
52. Comment complied with. 25
53. The Company's warrants expired in January 2008.
54. The sentence which is the subject of this comment has been
removed from the prospectus. 26
55. Comment complied with. 27
56. Comment complied with. 28
57. Even though Liquor Group Wholesale ("LGW") and Liquor Group
Holdings ("Holdings") were both controlled by C.J. Eiras,
Holdings did not transfer any assets to LGW. Rather, LGW was
given the right to invoice Holding's wholesale customers for
orders placed by these customers. As provided in Section 7 of
the agreement between LGW and Holdings, filed as Exhibit 10.2
to the Company's registration statement, until a direct
contractual relationship exists between LGW and any particular
customer, all orders for products from Holdings are placed
through Holdings.
Likewise, until a direct contractual relationship exists
between LGW and any particular supplier, all orders for products
are placed with the supplier through Holdings and the cost of
the products ordered are paid to Holdings by LGW.
4
Page Number
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However, and irrespective of whether any assets were
transferred, the Company acquired LGW and not Holdings.
Mr. Eiras did not control the Company when it acquired LGW.
In addition, at the time of the acquisition, LGW was not
conducting any business and did not have any assets.
SFAS 41 requires that the acquisition of LGW be accounted for
under the purchase method of accounting. As a result, the
Company has consolidated the operations of LGW after August
31, 2007.
Based upon the foregoing, the Company believes that the
accounting for the acquisition of LGW was proper.
58. Footnote 1 discloses the accounting principles followed with
respect to the acquisition of Liquor Group Wholesale.
59. The Company has not used an independent public accounting firm
for over seven years and, as you know, the Company terminated
its registration under the 1934 Act in January 2007.
Since during the Company's two most recent fiscal years,
and the interim period ended September 30, 2007, the Company did
not have, or dismiss, an independent accountant, it does not
appear that the disclosures specified by Item 304 are required.
60. Comment complied with. FS-15
61. Comment complied with. Item 26
62. Comment complied with. Item 26
63. Comment complied with. Exhibits 10.5,
10.6, 10.7 and
10.8
64. With the exception of the Company's bylaws and the provisions
of the Colorado Business Corporation Act, there are no other
instruments that define the rights of the Company's
shareholders.
65. Comment complied with. Exhibit 5
5
If you should have any questions concerning the foregoing, please do not
hesitate to contact the undersigned.
Very Truly Yours,
HART & TRINEN, L.L.P.
By
William T. Hart
WTH:ap