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UNITED STATES

Superior Venture Corporation

1937 E. Mineral Avenue

Centennial, Colorado 80122

February 15, 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 February 11, 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. 5 to our registration statement on Form S-1.

COMMENT:

Marketing, page 23

1.

Please clarify your reference to “this segment” in the last two sentences of the first paragraph of page 24 in light of your revised discussion of the three segments you intend to target.

RESPONSE:

We acknowledge the Staff’s comment and confirm that the Company has added clarification in referencing “this segment” in the last two sentences of the first paragraph.  The revised two sentences appear in the “Marketing” section in the Form S-1/A filing as written below.

Based on our due diligence and the statistical data; Superior Venture has identified this segment and refer to as “adults aged 45 and up” and intends to target this segment second.  Additionally, there is a relatively new trend that overall, the wine market is getting younger, and this segment referred to as “generation-Xers and millennials” and is overlooked by most of our competitors.

COMMENT:

Marketing Strategy, page 24

2.

We partly reissue comment two of our letter dated January 28, 2011.  We note your discussion of how you intend to market to your “first market segmentation” of consumers with disposable income who are college educated.  Please also revise here to discuss the specific marketing strategies you intend to use,  for your other two identified market segments: adults aged 45 and up and generation-Xers/millennials.

RESPONSE:

We acknowledge the Staff’s comment and the Company has revised the section to include discussions on specific marketing strategies we intend to use of the “adults aged 45 and up” segment and on the “generation-Xers/millennials” segment.  We have revised the “Marketing Strategy” section and provided a copy of how it now appears in the Form S-1 filing as written below.

The second market segmentation we intend to pursue is the adult consumer aged 45 and up.  We intend to reach this group using mostly written advertising, coupons and traditional retail outlet advertising.  We believe this group will respond best to more of a “branding” marketing approach that will be increased as the company earns more revenues.

The third market segmentation we intend to pursue is the generation-Xers/millennials.  We intend to reach this group using a more social based media advertising campaign.  This media consists of advertising on social networks and other internet based sites and possibly phone applications.  This is a segment that we hope to allocate additional market funds to as corporate revenues allow.

COMMENT:

Management’s Discussion and Analysis of plan of Operation, page 44

3.

We reissue comment three of our letter dated January 28, 2011.  Please revise your disclosure on page 44 to 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

$  4,475

        Total assets          $  4,475

Total liabilities

$          0

Shareholders’ equity

$  4,475

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

Law Office of Clifford J. Hunt, P.A.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1/A

Amendment No.

5

4

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 complete loss of your investment.

BEFORE INVESTING, YOU SHOULD CAREFULLY READ THIS PROSPECTUS AND, PARTICULARLY, THE RISK FACTORS SECTION, BEGINNING ON PAGE 8.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES DIVISION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Prior to this offering, there has been no public market for Superior Venture Corporation’s common stock.

 Number of Shares

 Offering Price

 Underwriting Discounts & Commissions

 Proceeds to the Company

Per Share

 1

 $

 0.01

 $

 0.00

 $

 0.01

Maximum

 5,000,000

 $

  0.01

 $

 0.00

 $

 50,000

This investment involves a high degree of risk. You should purchase shares only if you can afford a complete loss of your investment. See the section titled “Risk Factors” herein.

1

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.  SUPERIOR VENTURE CORPORATION MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHISE THE OFFER OR SALE IS NOT PERMITTED.

Superior Venture Corporation does not plan to use this offering prospectus before the effective date.

The date of this Prospectus is ______________, 2011.

2

Table of Contents

PART I: INFORMATION REQUIRED IN PROSPECTUS

SUMMARY OF PROSPECTUS

General Information about the Company

The Offering

RISK FACTORS

RISKS ASSOCIATED WITH THIS OFFERING

USE OF PROCEEDS

DETERMINATION OF OFFERING PRICE

DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES

PLAN OF DISTRIBUTION

Offering will be Sold by Our Officer and Director

Terms of the Offering

Deposit of Offering Proceeds

Procedures and Requirements for Subscription

DESCRIPTION OF SECURITIES

INTEREST OF NAMED EXPERTS AND COUNSEL

DESCRIPTION OF OUR BUSINESS

General Information

Business Overview

Product Development

Industry Analysis

Marketing

Growth Strategy of the Company

Competitor Analysis

12 Month Growth Strategy and Milestones

Patents and Trademarks

Need for any Government Approval of Products or Services

Government and Industry Regulation

Research and Development Activities

Environmental Laws

Employees and Employment Agreements

DESCRIPTION OF PROPERTY

LEGAL PROCEEDINGS

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

a) Audited Financial Statements as of April 30, 2010

b) Unaudited Financial Statements as of October 31, 2010

MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FISCAL DISCLOSURE

FINANCIAL DISCLOSURE

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

EXECUTIVE COMPENSATION

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

FUTURE SALES BY EXISTING STOCKHOLDERS

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

INDEMNIFICATION

AVAILABLE INFORMATION

PART II: INFORMATION NOT REQUIRED IN PROSPECTUS

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

INDEMNIFICATION OF DIRECTORS AND OFFICERS

RECENT SALES OF UNREGISTERED SECURITIES.

EXHIBITS.

UNDERTAKINGS

3

4

PART I: INFORMATION REQUIRED IN PROSPECTUS

SUPERIOR VENTURE CORPORATION

1937 E. MINERAL AVENUE

CENTENNIAL, COLORADO 80122

(303) 513-8202

SUMMARY OF PROSPECTUS

You should read the following summary together with the more detailed business information, financial statements and related notes that appear elsewhere in this prospectus. In this prospectus, unless the context otherwise denotes, references to “we,” “us,” “our” and “Company” refer to Superior Venture Corporation”.

General Information about the Company

Superior Venture Corporation is a Nevada Corporation with a principal business objective of producing and selling wine varietals.  Producing wines that are both well balanced and possessing clearly projected aromas, combined with stylistic packaging; Superior Venture plans to brand our product and leaving the consumer with an eclectic impression.  We plan to promote an elevation of chic sophistication while maintaining selections that are innovative and progressive with a multiplicity in its flavors and sensations.

Superior Venture plans to offer two wine varietals approximately seven to nine months following the closing of the public offering and plans to add two more varieties within the next 24 months.  Upon receiving our first shipment during the seven to nine month timeframe; we hope to start generating revenue approximately thirty days follow