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UNITED STATES

Superior Venture Corporation

1937 E. Mineral Avenue

Centennial, Colorado 80122

February 2, 2011

Mr. John Reynolds

Assistant Director

Securities and Exchange Commission

Division of Corporate Finance

100 F Street NE

Washington, D.C. 20549

RE:

Superior Venture Corporation

Registration Statement on Form S-1

Filed July 16, 2010

File No. 333-168136

Dear Mr. Reynolds:

Superior Venture Corporation submits this letter to you in response to your letter of January 28, 2011, which letter sets forth comments of the Staff of the Securities and Exchange Commission regarding the above referenced filing.  This letter sets forth our responses to the Staff’s comments.  For your convenience, we have recited the Staff’s comments in italicized, bold type and have followed each comment with our response. We also have appended to the end of this letter a redline version of Amendment No. 3 to our registration statement on Form S-1.

COMMENT:

Description of Our Business, page 19

Marketing, page 21

1.

We note the disclosure in response to comment four of our letter dated October 27, 2010 that you have not had any discussions with specific growers or wineries.  Please add disclosure regarding the risk that you may not be able to find a grower or winery to produce your wines or may not be able to negotiate sufficient terms of an agreement.

RESPONSE:

We acknowledge the Staff’s comment and confirm that the Company has added disclosure regarding the risk that we may not be able to find a grower or winery to produce our wines or may not be able to negotiate sufficient terms in an agreement.  The revised section appears in the “Description of Our Business” sub-section “Business Overview” in the Form S-1/A filing as written below.

The Company does not have any agreements and it has not had any discussions with specific growers and wineries.  Therefore, a risk exists that we may not be able to find a grower or winery to produce our wines or we may not be able to negotiate sufficient terms in an agreement.  The Company has identified a winery that we hope to work with to hand-craft our wines in the following manner.

COMMENT:

2.

We reissue in part comment eight of our letter dated October 27, 2010.  We note that your target markets as discussed on page 22 under Target Market Segmentation appear to include all demographics other than men between the ages of 33 and 44, whereas you state in the penultimate paragraph of page 21 that your target market includes end consumers that have disposable income and are college educated.  Furthermore, you state in the first paragraph of page 20 that you intend to introduce a Chardonnay (due to its general popularity) and a Merlot (due to its quantities as an “introducing” wine).  In light of these statements, please clarify and discuss in greater detail your marketing strategy and how you intend to implement the specific strategy discussed.  Your disclosure currently appears to suggest a very general target market and marketing approach, with some focus on new wine drinkers.

RESPONSE:

We acknowledge the Staff’s comment and the Company has clarified and specified the target market segments we have identified.  We have revised the “Marketing” section and the “Target Market Segmentation” section to address these comments.  In addition, we provided greater detail on our marketing strategy and how we intend to implement the specific strategies discussed in the “Marketing” section.  The “Marketing” section, “Target Market Segmentation” section and “Marketing Strategy” section now appear in the Form S-1 filing as written below.

Marketing section includes:

We have identified three market segmentations which we plan to market our products too.  The three segments are; an end consumer that has disposable income and is college educated, adults aged 45 and up, and the generation-Xers and millennials grouped together.  Our Target Market Segmentation section provides a more descriptive explanation of each of the segmentations.

Target Market Segmentation section includes:

We have identified three market segmentations which we plan to market our products too.  The first target market consists of an end consumer that has disposable income and college educated.  Initial due diligence revealed that these ideal customers are more likely to be wine-educated, enjoy dining out, and regularly entertain friends or business associates.  Our second target market is Adults aged 45 and up.  This group accounts for over 55% of persons over the age of 15 (source: American Generations; http://www.winebusiness.com/wbm/?go=getArticle&datald=63766 (the article has since been archived but can be retrieved by typing the article number of 63766 in the search by keywords box)).  The third segment we have identified is the  generation-Xers (age 33-44) and millennials (age 15-32).  Statistics reveal that they are adopting wine as their parents did three decades ago.  “The greatest growth and the most optimistic conclusions from the survey come from millennials, ages 15 to 32.

Marketing Strategy

The umbrella sales and marketing campaign we have planned at the present includes a combination of direct sales and mass marketing.  Our marketing tactics will vary according to our targeted segment.  We have divided our targeted segments into six groups:

·

Distributors

·

Retailers – including food and specialty stores

·

Restaurants – bars, lounges, and clubs

·

Media – including newspapers and specialty publications

·

Networking – individuals and associations

·

End Consumer

The first market segmentation we plan to pursue is the end consumer that has disposable income and is college educated.  We intend to reach this group with mass direct marketing and collaborated advertising efforts with identified restaurants and lounges frequented by this group.  Working with companies that produce mass marketing flyers and mailings will enable us to demographically target our market efficiently and selectively.  Reaching the end consumer in identified restaurants and lounges can be accomplished by offering wine tasting events and other events in collaboration with the establishment chosen.

Placing an emphasis on attracting distributors to distribute our products will make our wines available in many outlets.  We intend to market to individual retailers, but distributors often have allotted shelf space in these and many other outlets.  Working with the retailer and distributor on marketing and advertising campaigns will serve to inform our market segmentations where our product can be purchased.  Also this planned collaboration will be a joint shared expense.

Utilizing media such as newspapers, specialty publications and direct flyers we hope to inform our segmentations of our products.  The medial marketing will include, but not limited to; educating, informative information, availability, and specials.  As our Company initiates these and outer marketing plans, we hope to become more knowledgeable about our consumers and expand or efforts.

COMMENT:

3.

We partially reissue comment nine of our letter dated October 27, 2010.  Please disclose the cash balance as of the most recent practicable date.

RESPONSE:

We acknowledge the Staff’s comment and confirm that we revised the S-1/A filing to disclose a cash balance as of January 31, 2011.  The following table appears in the filing as written below.

The following table provides selected financial data about our company for the period from the date of inception through January 31, 2011.  For detailed financial information, see the financial statements included in this prospectus.

Unaudited Balance Sheet Data:

Cash

$  5,429

      Total assets          $  5,429

Total liabilities

$          0

Shareholders’ equity

$  5,429

COMMENT:

Unaudited Interim Financial Statements

Notes to Unaudited Interim Financial Statements

General

4.

Please note that interim financial statements must include all adjustments that, in the opinion of management, are necessary in order to make the financial statements not misleading.  An affirmative statement that the financial statements have been so adjusted must be included with the interim financial statements.  Refer to Article 8-03 of Regulation S-X.

RESPONSE:

We acknowledge the Staff’s comment and confirm that the Company has included the following footnote of the financial statements, located in the “Summary of Significant Accounting Policies”.  The revised section appears in the Form S-1/A filing as written below.

In the opinion of management, all adjustments consisting of normal recurring adjustments necessary for a fair statement of (a) the result of operations for the three months ended October 31, 2010 and for the period from April 27, 2010 (date of inception) through October 31, 2010; (b) the financial position at October 31, 2010, and (c) cash flows for the three months ended October 31, 2010 and for the period from April 27, 2010 (date of inception) through October 31, 2010 have been made.

Furthermore, the Company acknowledges that;

·

should the Commission or the staff, acting pursuant to delegated authority, in declaring 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 comments and the declaration of effectiveness as a defense in any proceedings initiated by the Commission or any person under the federal securities laws of the United States.

We appreciate the Staff’s comments and request that the Staff contact Clifford J. Hunt, Esquire at Law Office of Clifford J. Hunt P.A. at (727) 471-0447 facsimile, (727) 471-0444 telephone or Michael Moore at (303) 513-8202 with any questions or comments.

Sincerely,

/s/: Michael Moore

Michael Moore

President

cc:

Via Facsimile (727) 471-0447

Clifford J. Hunt, Esquire P.A.

Law Office of Clifford J. Hunt, Esquire

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1/A

Amendment No.

4

3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Superior Venture Corporation

(Name of registrant as specified in its charter)

Nevada

 5182

 27-2450645

(State or jurisdiction of incorporation or organization)

 (Primary Standard Industrial Classification Code Number)

 (I.R.S. Employer Identification No.)

1937 E. Mineral Avenue

Centennial, Colorado 80122

(303) 513-8202

(Address and telephone number of registrant’s principal executive offices)

Clifford J. Hunt, Esquire

Law Office of Clifford J. Hunt P.A.

8200 Seminole Blvd.

Telephone: (727) 471-0444

Facsimile No. (727) 471-0447

(Name, address and telephone number of agent for service)

Approximate date of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: [X]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. [  ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. [  ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. [  ]

Indicate by a check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one);

Large accelerated filer [  ]

Accelerated filer [  ]

Non-accelerated filer [  ]

Smaller reporting company [X]

CALCULATION OF REGISTRATION FEE

 Proposed

 Amount to

 Proposed

 Maximum

Title of Each Class

 be

 Maximum

 Aggregate

 Amount of

of Securities to be

 Registered

 Offering Price

 Offering Price

 Registration

Registered

 (1)

 per Share ($)

 ($)(2)

 Fee($)

Shares of Common

Stock, par value

     5,000,000

 $.01

   $50,000

 $2.79

$0.001

1

 5,000,000 shares are being offered by a direct offering at the price of $.01 per share.

2

 Estimated solely for purposes of calculating the registration fee in accordance with Rule 457 of the Securities Act, based upon the fixed price of the direct offering.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Prospectus

Superior Venture Corporation

5,000,000 Shares of Common Stock

$0.01per share

$50,000 Maximum Offering

Superior Venture Corporation (“Company”) is offering on a best-efforts basis a maximum of 5,000,000 shares of its common stock at a price of $0.01 per share. This is the initial offering of Common Stock of Superior Venture Corporation and no public market exists for the securities being offered.  The Company is offering the shares on a “self-underwritten”, best-efforts, all or none basis directly through our officer and director.  The shares will be offered at a fixed price of $.01 per share for a period not to exceed 180 days from the date of this prospectus. There is no minimum number of shares required to be purchased. Michael Moore, the sole officer and director of Superior Venture Corporation, intends to sell the shares directly.  No commission or other compensation related to the sale of the shares will be paid to our officer and director.  The intended methods of communication include, without limitations, telephone, and personal contact.  For more information, see the section titled “Plan of Distribution” and “Use of Proceeds” herein.

The subscription proceeds from the sale of the shares in this offering will be payable to Law Office of Clifford J. Hunt P.A. Trust Account IOTA.  A law firm trust account will hold all the subscription funds pending placement of the entire offering.  This offering is on a best effort, all-or-none basis, meaning if all shares are not sold and the total offering amount is not deposited by the expiration of the offering, all monies will be returned to investors, without interest or deduction.

The Officer and director of the issuer and any affiliated parties thereof will not participate in this offering.

The offering shall terminate on the earlier of (i) the date when the sale of all 5,000,000 shares is completed or (ii) one hundred and eighty (180) days from the date of this prospectus.  Superior Venture Corporation will not extend the offering period beyond one hundred and eighty (180) days from the effective date of this prospectus.

Superior Venture Corporation is a development stage, start-up, company and currently has no operations. Any investment in the shares offered herein involves a high degree of risk. You should only purchase shares if you can afford a