SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
   Mail Stop 7010
May 23, 2008

By US Mail and Facsimile

Mr. Thomas McNeill
Vice President and Chief Financial Officer Dinewise, Inc.  500 Bi-County Boulevard, Suite 400 Farmingdale, N.Y. 11735-3940
Re: Dinewise, Inc.
Post-effective Amendment No. 3 to Form SB-2 on Form S-1 Filed April 25, 2008 File No. 333-136512

Dear Mr. McNeill:
 We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Post-Effective Amendment on Form S-1

General
1. We note that you filed a Form 8-K on March 5, 2008 to announce that you had
entered into a definitive asset purchase ag reement with Delightful Deliveries, which
agreement is also mentioned at page F-18 of the current filing.  Update your
disclosure throughout the post-effective amendment to discuss as appropriate

Mr. Thomas McNeill
Dinewise, Inc.
May 23, 2008 Page 2
the pending acquisition, as well as any ch anges to your credit arrangements made
necessary by the transaction.  It would app ear that changes woul d be appropriate to,
without limitation, the business section, MD &A and your risk factors discussion.
2. As Article 8 of Regulation S-X requires,  please provide interim period financial
statements.  Also confirm that you will f ile financial statements to reflect the
acquisition as required by Regulation S-X.

Closing Comments

 As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
  We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings to be certain th at the filing includes all information required
under the Securities Act of 1933 and that they have provide d all information investors
require for an informed investment decision.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.             Notwithstanding our comments, in the event the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
• should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

• the action of the Commission or the staff,  acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy  and accuracy of the disclosure in the filing; and

• the company may not assert staff comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

Mr. Thomas McNeill
Dinewise, Inc. May 23, 2008 Page 3   We will consider a written request for acceleration of the effective date of the registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
  We direct your attention to Rules 460 and 461 regarding requesting acceleration
of a registration statement.  Please allow ade quate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
   Please contact Donna Levy at (202) 551-3292 or, in her absence, Timothy S.
Levenberg, Special Counsel, at (202) 551-3707 with any questions.

Sincerely,

  H. Roger Schwall Assistant Director
  cc: Michael Shef, Esq. (v ia facsimile—212-704-6288)
D. Levy  T. Levenberg