United States securities and exchange commission logo





                            July 27, 2022

       Dean Huge
       Chief Executive Officer
       Innovation Beverage Group Ltd
       29 Anvil Road
       Seven Hills, NSW 2147
       Australia

                                                        Re: Innovation Beverage
Group Ltd
                                                            Amendment No. 3 to
the Draft Registration Statement on Form F-1
                                                            Submitted July 15,
2022
                                                            CIK No. 0001924482

       Dear Mr. Huge:

             We have reviewed your amended draft 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 providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. 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 the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Amendment No. 3 to Draft Registration Statement on Form F-1

       Cover Page

   1.                                                   We note that the shares
underlying the underwriter warrants are being registered
                                                        pursuant to this
registration statement. Please explain why you have not checked the Rule
                                                        415 delayed or
continuous basis box on the cover page.
       Business, page 47

   2.                                                   We note your revision
made in response to our prior comment 3 with the added inclusion
                                                        of footnote (1) to the
table. Please further expand this footnote to disclose that you
                                                        manage or operate your
business in two geographical segments, Australia and the United
 Dean Huge
FirstName
Innovation LastNameDean
           Beverage GroupHuge
                          Ltd
Comapany
July       NameInnovation Beverage Group Ltd
     27, 2022
July 27,
Page  2 2022 Page 2
FirstName LastName
         States, and that for accounting purposes, the revenue allocation is
different in segment
         Note 11 given that the export sales to the U.S. Market as shown in
this chart, represent
         revenue generated from sales to your customers or distributors located
in the Australia
         Market, who in turn distribute the sale of those products onward to
consumers in the U.S.
         Market.

3.       We note that your flagship Australian Bitters Company brand accounted
for
         approximately 75% of your revenues in 2021 and that Sway Energy has a
purchase option
         to acquire the formulations of Australian Bitters Company and Bitter
Tales for $2 million.
         Please provide appropriate disclosure in the prospectus summary,
business section and
         risk factors section highlighting that it appears a majority of your
brands can be acquired
         by Sway Energy at its option.
Intellectual Property, page 69

4.       Please update the intellectual property section to clarify the
intellectual property and
         trademarks that you own and the intellectual property and trademarks
that you use under
         license. For example, we note that you sold your intellectual property
rights, including
         related formations, associated with the Twisted Shaker brand to Sway
Energy.
Related Party Transactions, page 80

5.       We note your response to comment 5. We further note that Meena Beri is
Sahil Beri's
         mother. Please provide your analysis as to why the Beri Loan is not an
indirect loan to
         Sahil Beri under Section 402 of the Sarbanes-Oxley Act of 2002.
6.       We note your disclosure that "[t]he conflicts of interest came to an
end in April 2022
         when Amit Beri transferred all of his ordinary shares in IBG and
resigned as the CEO of
         IBG, and Meena Beri resigned as a director of IBG." Amit Beri is the
current CEO and a
         director of Sway Energy and the brother of Sahil Beri. Please revise
to remove the
         implication that there are no conflicts of interest between the
company, Amit Beri and
         Sway Energy. Additionally, please disclose that there are potential
conflicts of interests in
         the prospectus summary, business section and related party
transactions section, and add a
         risk factor discussing these potential conflicts of interest.
Experts, page 104

7.       Please expand this section to further reference Accell Audit &
Compliance, P.A. as also
         an expert pertaining to their audit report on the financial statements
for the fiscal years
         ended December 31, 2020 and 2019 of Reg Liquors, LLC (d/b/a Wired For
Wine). In
         addition, for the current disclosure, please specify that the audit
report on the financial
         statements for the years ended December 31, 2021 and 2020 pertain to
Innovation
         Beverage Group Limited (formerly Australian Boutique Spirits Pty
Limited).
 Dean Huge
Innovation Beverage Group Ltd
July 27, 2022
Page 3

       You may contact Beverly Singleton at 202-551-3328 or Hugh West at
202-551-3872 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Evan Ewing at 202-551-5920 or Sherry Haywood at 202-551-3345 with any
other
questions.



FirstName LastNameDean Huge                               Sincerely,
Comapany NameInnovation Beverage Group Ltd
                                                          Division of
Corporation Finance
July 27, 2022 Page 3                                      Office of
Manufacturing
FirstName LastName