CORRESP 1 filename1.txt 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 ----------- 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 ----------- 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