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
June 18, 2008
Dana Brown
Securities and Exchange Commission
Mail Stop 3561
100 F Street, NE
Washington, DC 20549
Re: Liquor Group Wholesale, Inc.
Form S-1 Amendment No. 2
File # 333-147526
This office represents Liquor Group Wholesale, Inc. (the "Company").
Amendment No. 2 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 February 25, 2008. 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
financial statements.
Page Number
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1. We discussed this comment with the staff and were advised
that the staff would not object to the number of shares
which are being registered for resale by affiliates of
the Company.
2. Comment complied with. Cover Page
3. Comment complied with. 3
4. Comment complied with. 5
5. Comment complied with. 7
6. The MD&A section has been revised to correspond with the
new financial statements filed with this amendment. 9, 10
7. Comment complied with. 11
8. Comment complied with. FS-1/FS-53
Page Number
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9. The Company has determined that its August 31, 2007
acquisition of the wholesale operations of Liquor Group
Holdings constituted the acquisition of a business which
met the significant subsidiary test. The Company has also
determined that since the management of Liquor Group
Holdings assumed control of the Company by virtue of the
August 31, 2007 transaction, Liquor Group Holdings (wholesale
operations only) will be considered the accounting acquirer.
The Company has also decided to change its year-end to August
31st. Accordingly, revised financial statements are included
with this Amendment No. 2, including pro forma financial
statements giving effect to the August 31, 2007 acquisition. FS-1/FS-53
10. See response to comment 9.
11. See response to comment 9.
12. Comment complied with. 24, 25
13. Comment complied with. Exhibit 5
14. The software we use to make Edgar filings does not allow
us to list subsets (i.e. 3.2, 3.3, etc.) of basic exhibit
numbers under the "SEQ Type" column on the Edgar system.
It is for this reason that we list, under the "Description"
column, not only a description of each exhibit but also the
exhibit number which corresponds with the exhibit number in
Part II of the Company's registration statement.
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:tg