SecProbe.io

March 10 , 2015

Via E -mail
Steven Earles
Chief Executive  Officer
Eastside Distilling, Inc.
1805 SE Martin Luther King Jr. Boulevard
Portland, Oregon 97214

Re: Eastside Distilling , Inc .
Registration Statement on Form S -1
Filed Febr uary 11, 201 5
  File No. 333 -202033

Dear Mr. Earles :

We have reviewed your 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.

General

1. Please update your audited financial statements and other financial information in the
filing to include the fiscal year ended December 31, 2014.  Please refer to the guidance in
Rule 8 -08 of Regulation S -X.

Prospectus cover page

2. Please disclose that 1,000,000 of the shares being offered are issuable upon the exercise
of options.  D isclose the exercise price and duration of the options.

Steven Earles
Eastside Distilling , Inc.
March 10 , 2015
Page 2

 Prospectus Summary, page 1

3. Please revise your summary to provide an expanded discussion of your current business
following the reverse merger and spin -off of the company’s prior business.  Provide an
appropriate subheading for this disclosure.

Risk Factors, page 4

4. It appears that you are still an emerging growth company pursuant to the Jumpstart Our
Business Startups Act of 2012 .  Please add a  risk factor discussing the impact that this
status and the decreased disclosure requirements for such companies could have on the
market for your stock.

We depend on our independent wholesale distributors to distribute our products …, page 5

5. We note that  you currently distribute your products in five states.  Therefore, please
revise this risk factor and following risk factor to identify which of these five states are
“control states.”

We may require additional capital, page 4

6. You state that you may require additional capital, without which your operations and
growth may be limited.  In your liquidity discussion on page 39 you state that you will
require a minimum of $5 million to expand and market your business.  Please quantify
and clarify your need fo r additional capital.

Our officers and directors collectively own a substantial portion . . ., page 9

7. Please revise to clarify that two persons hold 55% of the outstanding shares.

Selling Shareholders, page 12

8. You state here that you have 45,512,500 shares outstanding, although you state elsewhere
in the filing that you have 40 million shares outstanding.  Please revise to reconcile these
disclosures.

Eastside Distilling LLC – Liquidity and Capital Resources, p age 39

9. We note the disclosure that Eurocan Holdings Ltd. loaned Eastside $150,000 roughly six
months before the acquisition of Eastside by Eurocan.  Please disclose  the business
circumstances under which this loan was made and any preexisting relationship s between
the two companies prior to the consummation of the acquisition.  File the loan agreement
as an exhibit.

Steven Earles
Eastside Distilling , Inc.
March 10 , 2015
Page 3

 Unaudited Pro Forma Condensed Consolidated Financial Statements, page F -35

10. Please refer to Rule 11 -02(b)(2) of Regulation S -X.  The pro form a financial information
should be preceded by an introductory paragraph which briefly describes each transaction
for which pro forma effects are presented, the entities involved, the periods presented,
and an explanation of what the pro forma presentation shows.

11. Please expand the disclosure in note 2 to show the allocation of the purchase price to
specific identifiable tangible and intangible assets (such as customer lists, contracts
acquired, trademarks and patents, in -process research and development) an d liabilities. If
the allocation is preliminary, significant liabilities and tangible and intangible assets
likely to be recognized should be identified and uncertainties regarding the effects of
amortization periods assigned to the assets should be highli ghted.

12. Please disclose in the footnotes the contractual terms of the combination such as new
compensation contracts with management.

13. The expected useful lives or amortization periods of significant assets acquired, including
identified intangibles, should be disclosed in a footnote.

14. Since you were formerly a Limited Liability Company, pro forma tax data should be
presented on the face of historical statements for all periods presented.

15. Please include a separate column in the pro forma financials re flecting the adjustment due
to the spin -off of the operations of MWW and the anticipated impairment of goodwill of
$3.2 million on the balance sheet.

16. We note that on December 31, 2014, you completed an offering of 5,512,500 shares of
your common stock at  a price of $0.40 per share for an aggregate purchase price of
$2,205,000.  Please disclose the details of the offering in the footnotes to the pro forma
information.

Recent Sales of Unregistered Securities, page II -4

17. Please file as an exhibit the agreement pursuant to which you issued the option to
purchase 1,000,000 common shares.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   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.

Steven Earles
Eastside Distilling , Inc.
March 10 , 2015
Page 4

 Notwithstanding our comments, in the event you reques t acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
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 comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of  1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date o f the
registration statement.

You may contact Sharon Virga , Staff Accountant , at 202-551-3385 or Terry French,
Accountant Branch Chief,  at 202-551-3828  if you have questions regarding comments on the
financial statements and related matters.  Please contact  Gregory Dundas , Attorney -Advisor, at
202-551-3436 , Kathleen Krebs, Special Counsel, at 202-551-3350 , or me at (202) 551 -3810 with
any other questions.

Sincerely,

 /s/ Kathleen Krebs, for

Larry Spirgel
Assistant Director

cc: Via E -mail
Greg Carney
Indeglia & Carney,  LLP