United States securities and exchange commission logo





                              May 25, 2023

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

                                                        Re: Innovation Beverage
Group Ltd
                                                            Amendment No. 11 to
Registration Statement on Form F-1
                                                            File No. 333-266965
                                                            Filed May 12, 2023

       Dear Dean Huge:

             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.

       Amendment No. 11 to Registration Statement on Form F-1

       Risks Factors
       We may be required in the future to record a significant charge to
earnings if our goodwill or
       intangible assets become impaired , page 34

   1.                                                   Please clarify in the
last sentence that during the year you impaired your entire goodwill
                                                        of $951,802 and have a
zero balance at December 31, 2022.

       Use of Proceeds, page 43

   2.                                                   We note that you
removed the disclosure related to your expected $600,000 payment to
                                                        the seller of Reg
Liquors LLC. Your capitalization table still states "Notes payable
 Dean Huge
FirstName
Innovation LastNameDean
           Beverage GroupHuge
                          Ltd
Comapany
May        NameInnovation Beverage Group Ltd
     25, 2023
May 25,
Page 2 2023 Page 2
FirstName LastName
         includes USD$600,000 to be paid out of the net proceeds from the unit
offering to the
         seller of Reg Liquors LLC d/b/a/ Wired for Wine, which we acquired on
November 3,
         2021." Please tell us why this amount is not included in the Use of
Proceeds section.
Capitalization, page 44

3.       Refer to the December 31, 2022 actual column. Based on the amounts
provided, it
         appears the total capitalization line item should be $1,856,831 rather
than $1,809,573.
         Please revise accordingly.

4.       Please delete the last paragraph on page 45 regarding the additional
shares issued in
         September 2022 and December 2022, as it appears this discussion is no
longer necessary
         given that the filing now includes the December 31, 2022 audited
financial statements.

Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
Fiscal Years Ended December 31, 2022 and 2021, page 50

5.       Refer to your discussion of revenue. As you have two reportable
segments, Australia and
         United States, also provide tabular disclosure similar to that
included on page F-18 and
         provide a discussion based on these geographic locations.

6.       In the paragraph discussion of cost of goods sold, please expand to
discuss your decrease
         in gross profit in terms of dollars and percentage for the year ended
December 31, 2022
         compared to December 31, 2021. Also, in the paragraph discussion of
operating
         expenses, discuss the factors for determining that your entire
goodwill balance should be
         impaired and written-off during fiscal year December 31, 2022.
Further, reclassify the
         goodwill impairment loss from other income (expenses) to a component
of operating
         expenses in MD&A, the audited statements of operations and related
footnote disclosures.

Business
Overview, page 54

7.       In the table on page 54, reconcile the total revenue of $4,527,531 for
the year ended
         December 31, 2022 with the total of $4,530,396 shown on page F-4.

Related Party Transactions, page 95

8.       We note that during the year ended December 31, 2022, the company
entered into four
         loans with shareholders or executive officers. Please update this
section to discuss those
         loans or tell us why you are not required to do so.
 Dean Huge
Innovation Beverage Group Ltd
May 25, 2023
Page 3
Security Ownership of Beneficial Owners and Management, page 98

9.       Please tell us why Meena Beri's ownership changed from 2,469,136
ordinary shares to
         1,501,136 ordinary shares.
December 31, 2022 Audited Financial Statements
Notes to Consolidated Financial Statements
Note 11. Reportable Segments, page F-18

10.      Refer to the last two tables on page F-18. Please reconcile the amount
of income (loss)
         from operations of $(3,313,427) for the year ended December 31, 2022
with that of
         $(3,336,584) shown on page F-4. Please ensure consistency of all
amounts and
         disclosures throughout the filing.

General

11.      Please update the legal opinions to cover the revised transaction.
       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 Jay Ingram at 202-551-3397 with any other
questions.



FirstName LastNameDean Huge                                    Sincerely,
Comapany NameInnovation Beverage Group Ltd
                                                               Division of
Corporation Finance
May 25, 2023 Page 3                                            Office of
Manufacturing
FirstName LastName