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
July 30, 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. 3
File # 333-147526
This office represents Liquor Group Wholesale, Inc. (the "Company").
Amendment No. 3 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 July 17, 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. Comment complied with. 24
2. For purposes of FIN 46(R), the controlling factors in
determining whether to consolidated a variable interest
entity are provided in the second paragraph of the section
in the Summary entitled "Differences Between This
Interpretation and Current Practice". This paragraph
provides, in part, the following:
"An enterprise that consolidates a variable interest entity
is the primary beneficiary of the variable interest entity.
The primary beneficiary of a variable interest entity is the
party that absorbs a majority of the entity's expected losses,
receives a majority of its expected residual returns, or both,
as a result or holding variable interests, which are the
ownership, contractual, or other pecuniary interests..."
The registrant does not have a variable interest in either
Liquor Group Florida or Liquor Group Michigan. In addition,
the registrant will not absorb any losses and will not
receive any profits or returns in either of these entities.
1
Page Number
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From a hypothetical standpoint, Mr. Eiras could:
o Own the corporation that leases office space to
the registrant;
o Own the corporation that provides shipping services
for the registrant; and
o Own thecorporation which provides accounting and
other administrative services for the registrant.
However, unless the registrant absorbed a majority of
these entities' expected losses, or received a majority
of their expected residual returns, these entities would
not be consolidated with the registrant.
3. Comment complied with. 25, 26
4. Comment complied with. FS-20
5. See our response to comment 2. As of August 31, 2007 the
registrant consolidated the wholesale distribution division
of Liquor Group Holdings. With respect to the unconsolidated
divisions of Liquor Group Holdings (i.e. retail and military),
the registrant will not absorb any losses and will not
receive any profits or returns in the unconsolidated divisions.
In addition, the registrant does not own a variable interest in
the unconsolidated divisions of Liquor Group Holdings.
Accordingly, only the wholesale distribution division of Liquor
Group Holdings was consolidated as of August 31, 2007. 7
6. Comment complied with.
7. Comment complied with.
8. Comment complied with. FS-2/FS-4
9. Comment complied with. FS-10
10. Comment complied with. FS-10
11. Comment complied with. FS-10
12. Comment complied with. FS-9
13. Comment complied with. FS-19, FS-33
14. Comment complied with. Item 15
15. Comment complied with. Exhibit 5
2
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 /s/ William T. Hart
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William T. Hart
WTH:ap
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