United States securities and exchange commission logo





                              October 3, 2022

       Floretta Gogo
       Chief Executive Officer
       Cannaisseur Group Inc.
       1039 Grant St Se Ste B24
       Atlanta, GA 30315

                                                        Re: Cannaisseur Group
Inc.
                                                            Amended
Registration Statement on Form S-1
                                                            Filed September 19,
2022
                                                            File No. 333-262710

       Dear Floretta Gogo:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
[Month day, year] letter.

       Amendment No. 2 to Registration Statement on Form S-1

       Cover Page

   1.                                                   We note your response
to prior comment 3 and re-issue in part. Please revise the cover
                                                        page to clearly state
the offering price of the shares to be offered by you and the offering
                                                        price of the shares to
be offered by the Selling Shareholders. We further note your
                                                        statement that the
Company is conducting the offering and sale of shares on a self-
                                                        underwritten basis and
that the offer will terminate 12 months after effectiveness unless
                                                        earlier fully
subscribed or terminated. Please clarify whether these conditions also apply to
                                                        the shares being
offered by the Selling Shareholders.

                                                        Please also revise your
prospectus cover page to state that you are an emerging growth
 Floretta Gogo
FirstName
CannaisseurLastNameFloretta Gogo
             Group Inc.
Comapany
October     NameCannaisseur Group Inc.
         3, 2022
October
Page 2 3, 2022 Page 2
FirstName LastName
         company. Refer to Question 4 of our Jumpstart Our Business Startups
Act Frequently
         Asked Questions, Generally Applicable Questions on Title I of the JOBS
Act.
Exhibit 23.1, page 0

2.       Please file the consent of M&K CPAS, PLLC, related to its audit report
dated June 29,
         2021 for the financial statements of Atlanta CBD, Inc. as of December
31, 2020 and 2019,
         included in the filing. In this regard, we note that the consent filed
as Exhibit 23.1 only
         refers to the audit report dated July 5, 2022, relating to the
financial statements of The
         Cannaisseur Group, Inc.
Prospectus Summary, page 4

3.       We note your response to prior comment 6 and revised disclosure.
Please revise further to
         clarify, if true, that your Company does not have any assets or
business operations other
         than its 51% interest in Atlanta CBD Inc.
4.       We re-issue prior comment 9. Please revise the Prospectus Summary to
clearly describe
         the current legal landscape regarding your products. To the extent you
are restricted from
         selling your products by any federal or state laws, please describe
these restrictions.
5.       We note your response to prior comment 10. Please file the
documentation that contains
         the governing terms of the Atlanta CBD preferred stock and disclose
whether the
         preferred stock is convertible into common stock. To the extent the
preferred stock is
         convertible into common stock, please describe the conversion terms.
Please also quantify
         the amount of money that Atlanta CBD could be obligated to pay to
preferred
         shareholders if they redeem their stock and disclose whether the
proceeds from the
         offering could be used to pay these shareholders.

         Please also disclose how often profit distributions are made to the
preferred shareholders
         and quantify the amounts paid to preferred shareholders in recent
periods.
Emerging Growth Company Status, page 5

6.       We re-issue prior comment 11. Your disclosure on the registration
statement cover page
         and on page 5 indicates that you have elected not to use the extended
transition period for
         complying with any new or revised financial accounting standards
provided pursuant to
         Section 7(a)(2)(B) of the Securities Act. However, your disclosure on
page 10 indicates
         that you have elected to use the extended transition period. Please
reconcile your
         disclosure or advise.
Use of Proceeds, page 19

7.       Your disclosure elsewhere in the prospectus indicates that you intend
to build on your
         current business by acquiring assets from other companies and that you
intend in the
         future to engage in cultivation and extraction of hemp flower. Please
clarify whether you
         expect the proceeds from the offering to be sufficient for these
purposes. If the proceeds
 Floretta Gogo
FirstName
CannaisseurLastNameFloretta Gogo
             Group Inc.
Comapany
October     NameCannaisseur Group Inc.
         3, 2022
October
Page 3 3, 2022 Page 3
FirstName LastName
         may not be sufficient, please clarify that additional funds may
necessary to complete these
         efforts and identify the potential sources of such funds or how your
plans may be modified
         if such funds are not available.
Management's Discussion and Analysis of Financial Conditions and Plan of
Operation
Liquidity and Capital Resources, page 22

8.       We re-issue prior comment 14. Please revise your discussion under the
heading "Liquidity
         and Capital Resources" both here and on page 23 to provide the
disclosure required by
         Item 303(b)(1) of Regulation S-K. In your revisions, please discuss
the July 2021
         financing referenced elsewhere in the prospectus and the material
terms of the "note
         payable" referenced on pages F-6 and F-11.
Description of Business, page 25

9.       It appears that you interchangeably use the term "the Company" to
apply to The
         Cannaisseur Group and to Atlanta CBD. For example:
             On page 26: "The Company believes that all products sold and
marketed by it, are in
              compliance with the Farm Bill and all other federal and state law
and regulation."
             On page 26: the list of product categories the Company sells.
             On page 27: the website address that the Company uses to sell a
majority of its
              products direct to consumers.
         Please revise the description of your business to clarify the
distinction between The
         Cannaisseur Group and Atlanta CBD by clarifying what each company
currently does and
         to clarify the distinction between each company's current operations
and planned future
         operations.


10.      Additionally, we note that your plan is to acquire assets that "will
support and further
         develop Atlanta CBD's operations." Please provide further explanation
as to the
         operational relationship between you and Atlanta CBD and how these
operations will
         generate revenues for The Cannaisseur Group.
11.      We re-issue prior comment 15. Your disclosure on page 10 indicates
that you depend in
         large part on your brand and branded products as well as on your
proprietary processes.
         Please revise your Business section to describe these brands, branded
products and
         proprietary processes as well as your revenue-generating activities.
For guidance, refer to
         Item 101(c) of Regulation S-K.
12.      We note your response to prior comment 17 and revised disclosure
indicating that you
         intend to acquire additional assets. Please revise your disclosure to
explain how you
         intend to finance these asset acquisitions.
13.      We note your response to prior comment 18 and re-issue in part. It
appears that a
         significant number of states still restrict the sale and possession of
hemp-derived CBD,
         please revise your disclosure to describe your compliance regime for
ensuring that sales
 Floretta Gogo
FirstName
CannaisseurLastNameFloretta Gogo
             Group Inc.
Comapany
October     NameCannaisseur Group Inc.
         3, 2022
October
Page 4 3, 2022 Page 4
FirstName LastName
         are lawful in the state(s) where you sell and deliver your products.
Product Formulation and Production, page 27

14.      We re-issue prior comment 19. Please revise your disclosure in this
subsection to clarify
         whether the activities described herein are conducted by Atlanta CBD,
a separate
         subsidiary or by your company directly. To the extent The Cannaisseur
Group engages in
         these activities on behalf of Atlanta CBD, please describe any
contract arrangements
         between the companies.
Certain Relationships and Related Transactions, page 35

15.      We note your response to prior comment 23. Please revise your
disclosure to describe why
         Liberty Management Investments is a related party. Please also
disclose whether your
         working capital loan to Liberty bears interest, when the loan matures
and whether there is
         written documentation governing the terms of the loan.
Security Ownership of Certain Beneficial Owners and Management, page 35

16.      We re-issue prior comment 24. With reference to Item 403 of Regulation
S-K, please
         revise your beneficial ownership table to be as of the most recent
practicable date.
Selling Shares, page 36

17.      We re-issue prior comment 26. Please revise this section to provide
the information
         required by Item 507 of Regulation S-K, including the nature of any
position, office, or
         other material relationship the selling shareholder has had within the
past three years and
         clarify the amount of securities held by the security holder prior to
the offering, the
         amount offered by each security holder and the amount and percentage
of the class to be
         held by each security holder after completion of the offering.
Audited Financial Statements, The Cannaisseur Group, Inc., page F-18

18.      We acknowledge your reply to prior comment 28, and note no change to
your financial
         statement presentation in response to the comment. Please explain to
us your rationale for
         not presenting your results of operations for 2020 assuming that your
acquisition of the
         51% interest in Atlanta CBD Inc. had occurred at the beginning of the
period. Refer to
         ASC 805-50-45 for guidance on transactions between entities under
common control, and
         revise your presentation as required. In doing so, please add
disclosure to your financial
         statements to explain your accounting and presentation for your
acquisition of the 51%
         interest in Atlanta CBD Inc.
       You may contact Ibolya Ignat at 202-551-3636 or Lynn Dicker at
202-551-3616 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Alan Campbell at 202-551-4224 or Suzanne Hayes at 202-551-3675 with any
other
questions.
 Floretta Gogo
Cannaisseur Group Inc.
October 3, 2022
Page 5



                                      Sincerely,
FirstName LastNameFloretta Gogo
                                      Division of Corporation Finance
Comapany NameCannaisseur Group Inc.
                                      Office of Life Sciences
October 3, 2022 Page 5
cc:       Elton F. Norman, Esquire
FirstName LastName