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
August 20, 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. 4
File # 333-147526
This office represents Liquor Group Wholesale, Inc. (the "Company").
Amendment No. 4 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 August 13, 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. 1, 2, 32
2. Comment noted.
3. Comment complied with. 35, Exhibit 23.1
4. In drafting the MD&A section we considered the
following excerpts from Release 33-8350.
"The purpose of MD&A is not complicated".
"As such, MD&A should not be a recitation of
financial statements in narrative form".
"...the effectiveness of MD&A decreases with the
accumulation of unnecessary detail."
Page Number
-----------
Please note that the second to last paragraph of the MD&A section addresses
material opportunities, challenges, risks, trends and uncertainties.
The Company's business is not complicated. The Company has only one line of
business. The Company does not own wineries, distilleries or breweries, does
not operate in foreign countries, and does not carry any inventory.
Nevertheless, we have revised the MD&A section in response to this comment.
We believe the Company's MD&A discussion, as modified in Amendment No. 4, is
in accordance with that required by Item 303 of Regulation S-B. 9, 10, 13
5. Release 33-8350 only requires "quantification" if:
o amounts of the "material effects of known material trends and
uncertainties are reasonably available", or
o there is a change in an accounting estimate or assumption and
"quantitative information is reasonably available".
In this regard, the Company does not know of any material events, trends or
uncertainties which would affect its results of operations or liquidity and
capital resources.
In addition, instruction 3 to paragraph (b) of Item 303 of Regulation S-K
provides, in part, the following:
"Registrants need not recite the amounts of changes from period to
period which are readily computable from the financial statements. The
discussion shall not merely repeat numerical data contained in the
financial statements.
We have, however, modified the MD&A discussion in response to this comment.
11, 12, 13
6. Comment complied with. 10, 11, 12
7. Comment complied with. 28, 29
1. Comment complied with. F-14, F-15,
F-16
2. Comment complied with. F-2, F-3
F-23, F-24
3. Comment complied with. F-10, F-29
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:tg