SecProbe.io

CORRESP
 1
 filename1.htm

 Beeline
Holdings, Inc.

 188
Valley Street, Suite 225

 Providence,
RI 02909

 October
21, 2025

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 Office
of Finance

 Attention:
 Tonay
 Aldave

 Christian
 Windsor

 Re:

 Beeline
 Holdings, Inc.

 Draft
 Registration Statement on Form S-1

 Submitted
 September 12, 2025

 CIK
 No. 0001534708

 Ladies
and Gentlemen:

 This
letter is submitted on behalf of Beeline Holdings, Inc. ("Beeline" or the "Company") in response to the comments
made by the Staff of the Division of Corporation Finance (the "Staff") of the Securities and Exchange Commission (the "SEC")
on September 22, 2025 (the "Comment Letter") with respect to the Company's draft Registration Statement on Form S-1
confidentially submitted on September 12, 2025. The Registration Statement is being publicly filed simultaneously with this response
letter. Where applicable, the Company has updated disclosure to give effect to changed events.

 Because
of the uncertainty as to when the Commission will re-open and the potential harm to shareholders, the Company has elected to use the
automatic effectiveness provision provided by Section 8(a) of the Securities Act of 1933. If the Staff disagrees with this position,
the Company will co-operate with the Staff mindful of its mission to protect shareholders and further the public interest.

 For
your convenience, each of the Staff's comments have been restated below in their entirety, with the Company's responses set
forth immediately beneath such comment.

 Draft
Registration Statement on Form S-1

 Cover
page

 1. We
 note your disclosure here and on page 18 that the selling shareholder "may be"
 deemed an underwriter within the meaning of the Securities Act. Because the selling stockholder,
 C/M Capital Master Fund LP, is the equity line investor under the purchase agreement, please
 revise your disclosure here and on page 18 to name C/M Capital Master Fund LP as an underwriter
 for this offering. Refer to Question 139.13 of the Compliance and Disclosure Interpretations
 for the Securities Act Sections.

 Response:
 We have revised the disclosure on the cover page and on page 18 to name C/M Capital Master
 Fund LP as an underwriter.

 SEACOAST BANK BUILDING

 3001 PGA Boulevard | Suite 305 | Palm Beach Gardens, Florida 33410

 Telephone
(561) 686-3307 | www.nasonyeager.com

 PALM BEACH GARDENS • BOCA RATON• FT. LAUDERDALE

 Securities
and Exchange Commission

 Division
of Corporation Finance

 October
21, 2025

 Page
2

 2. Please
 disclose the number of shares being registered for sale under the equity line. Refer to Question
 139.13 of the Compliance and Disclosure Interpretations for the Securities Act Sections.

 Response:
 We have revised the disclosure on the cover page and elsewhere in the prospectus to disclose
 that the Company and the selling stockholder have agreed to sell a maximum of 5,000,000
 shares registered.

 Prospectus
Summary

 BeelineEQUITY,
page 5

 3. We
 note your disclosure that you provide title insurance for real estate based cryptocurrency
 issued by a related party. Please clarify what revenues, if any, you have derived from this
 business. Describe any liability that you assume in favor of the related party, or the purchasers
 of the cryptocurrency, based on your title work. In addition, given that the agreement is
 with a related party, please make that clear here and add a related party transactions section
 describing this transaction.

 Response:
 We have revised the disclosure on page 5 to include the requested information. We
 note that the dollar amount involved in the transactions with the related party through
 the date hereof totals $12,377, which is less than the $120,000/1% of the average assets
 threshold threshold under Item 404(d) of Regulation S-K. Although this transaction
 is not disclosable as a related party transaction, with the inability to speak with the
 Staff, Beeline elected to include the requested information.

 Risk
Factors

 The
sale or issuance of our common stock to C/M will create dilution, page 7

 4. Please
 disclose the maximum number of your common shares that can be issued under the equity line
 purchase agreement with C/M Capital Master Fund LP and describe the dilutive effect of the
 formula or pricing mechanics on your share price as the result of the equity line purchase
 agreement.

 Response:
 We have revised the disclosure at page 7 to include the maximum number of shares issuable
 under the equity line purchase agreement.

 5. Disclose
 the maximum amount that may be issued under the Series G convertible shares that were issued
 to C/M as commitment shares.

 Response:
 We have revised the disclosure at page 7 to include the maximum number of shares issuable
 under the Series G Convertible Preferred Stock that were issued to C/M as commitment shares.

 Securities
 and Exchange Commission

 Division
of Corporation Finance

 October
21, 2025

 Page
3

 The
Purchase Agreement

 Overview,
page 11

 6. Please
 revise to disclose the term of the purchase agreement, as amended. Selling stockholder,
 page 15

 Response:
 We have revised the disclosure on page 11 to include a description of the termination
 provisions contained in the purchase agreement, including the conditions for automatic termination
 and termination at the election of the parties.

 7. Please
 disclose in a footnote the natural person or persons who have voting and dispositive control
 of the shares of C/M Capital Master Fund LP.

 Response:
 We have updated footnote (4) at page 17 to include disclosure of the natural persons
 who control C/M Capital Master Fund LP.

 Exhibits

 8. It
 appears that you have amended the purchase agreement with C/M Capital Master Fund LP on September
 8, 2025 but have not included it in your exhibit index. Please include it in your next draft
 submission and describe its material terms.

 Response:
 We have included as Exhibit 10.40 the subsequent amendment to the purchase agreement
 between the parties.

 We
trust the foregoing sufficiently responds to the Staff's comments. Should the Staff have any additional questions or comments after
reviewing this response letter, we would appreciate an opportunity to discuss these comments or questions with the Staff prior
to the distribution of another comment letter. Please direct any questions to Constantine Christakis of Nason Yeager
Gerson Harris & Fumero, P.A., the Company's legal counsel, at (561) 227-4577 or cchristakis@nasonyeager.com.

 Sincerely
 yours,

 Beeline
 Holding, Inc.

 By:
 /s/
 Nicholas R. Liuzza

 Nicholas
 R. Liuzza

 cc: Constantine
 Christakis

September 22, 2025
Nicholas R. Liuzza
Chief Executive Officer
Beeline Holdings, Inc.
188 Valley Street, Suite 225
Providence, RI 02909
Re:Beeline Holdings, Inc.
Draft Registration Statement on Form S-1
Submitted September 12, 2025
CIK No. 0001534708
Dear Nicholas R. Liuzza:
            We have conducted a limited review of your draft registration statement and have the
following comments.
            Please respond to this letter by providing any requested information and by publicly
filing your registration statement and non-public draft submission on EDGAR. If you do not
believe a comment applies to your facts and circumstances or do not believe an amendment is
appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your filed
registration statement, we may have additional comments.
Draft Registration Statement on Form S-1
Cover page
1.We note your disclosure here and on page 18 that the selling shareholder "may be"
deemed an underwriter within the meaning of the Securities Act. Because the
selling stockholder, C/M Capital Master Fund LP, is the equity line investor under the
purchase agreement, please revise your disclosure here and on page 18 to name C/M
Capital Master Fund LP as an underwriter for this offering. Refer to Question 139.13
of the Compliance and Disclosure Interpretations for the Securities Act Sections.
2.Please disclose the number of shares being registered for sale under the equity line.
Refer to Question 139.13 of the Compliance and Disclosure Interpretations for the
Securities Act Sections.

September 22, 2025
Page 2
Prospectus Summary
BeelineEQUITY, page 5
3.We note your disclosure that you provide title insurance for real estate based
cryptocurrency issued by a related party. Please clarify what revenues, if any, you
have derived from this business. Describe any liability that you assume in favor of the
related party, or the purchasers of the cryptocurrency, based on your title work. In
addition, given that the agreement is with a related party, please make that clear here
and add a related party transactions section describing this transaction.
Risk Factors
The sale or issuance of our common stock to C/M will create dilution, page 7
4.Please disclose the maximum number of your common shares that can be issued under
the equity line purchase agreement with C/M Capital Master Fund LP and describe
the dilutive effect of the formula or pricing mechanics on your share price as the result
of the equity line purchase agreement.
5.Disclose the maximum amount that may be issued under the Series G convertible
shares that were issued to C/M as commitment shares.
The Purchase Agreement
Overview, page 11
6.Please revise to disclose the term of the purchase agreement, as amended.
Selling stockholder, page 15
7.Please disclose in a footnote the natural person or persons who have voting and
dispositive control of the shares of C/M Capital Master Fund LP.
Exhibits
8.It appears that you have amended the purchase agreement with C/M Capital Master
Fund LP on September 8, 2025 but have not included it in your exhibit index. Please
include it in your next draft submission and describe its material terms.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            We also remind you that your registration statement and non-public draft submission
must be on file at least two business days prior to the requested effective date and time. Refer
to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to
review any amendment prior to the requested effective date of the registration statement.

September 22, 2025
Page 3
            Please contact Tonya Aldave at 202-551-3601 or Christian Windsor at 202-551-3419
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Constantine Christakis, Esq.

February 11, 2025
Geoffrey Gwin
Chief Executive Officer
Eastside Distilling, Inc.
755 Main Street
Building 4, Suite 3
Monroe, CT 06468
Re:Eastside Distilling, Inc.
Registration Statement on Form S-3
Filed February 5, 2025
File No. 333-284723
Dear Geoffrey Gwin:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Eranga Dias at 202-551-8107 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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VIA
EDGAR

Erang
Dias

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

    Re:
    Eastside
                                            Distilling, Inc

    Registration
    Statement on Form S-3 (File No. 333-284723)

Dear
Ladies and Gentlemen:

Pursuant
to Rule 461 of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, Eastside Distilling, Inc.
(the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form S-3 (the “S-3
Registration Statement”) be accelerated to, and that the S-3 Registration Statement become effective at, 1:00 p.m., Eastern
Time on February 12, 2025, or as soon thereafter as practicable.

If
there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the
Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461
of Regulation C. Such request may be made by an executive officer of the Company or by any attorney from the Company’s counsel,
the Law Office of Harvey Kesner P.C.

Very
truly yours,

EASTSIDE
DISTILING, INC.

  By:
  /s/ Geoffrey Gwin

  Name:
  Geoffrey Gwin

  Title:
  Chief Executive Officer

CORRESP
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Eastside
Distilling, Inc.

755
Main Street

Building
4, Suite 3

Monroe,
CT 06468

January
10, 2025

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

100
F Street NE

Washington,
D.C. 20549

    Re:
    Eastside
    Distilling, Inc.

    Amendment
    No. 2 to Registration Statement on Form S-1

    Filed
    January 8, 2025

    File
    No. 333-283816

Ladies
and Gentlemen:

In
accordance with Rule 461 promulgated pursuant to the Securities Act of 1933, Eastside Distilling, Inc. is hereby requesting that the
effective date of the above-referenced Registration Statement on Form S-1 be accelerated so that it will become effective at 4:00 pm,
Eastern Time on Monday, January 13, 2025, or as soon thereafter as may be practicable.

Please
direct any questions concerning this letter to Michael D. Harris, Esq. or Constantine Christakis, Esq. of Nason Yeager Gerson Harris
& Fumero, P.A., the Company’s legal counsel, at 561-644-2222, mharris@nasonyeager.com or 561-302-6158, cchristakis@nasonyeager.com.

    Sincerely,

    Eastside
    Distilling, Inc.

    By:
    /s/Geoffrey
    Gwin

    Geoffrey
    Gwin, CEO

    cc:
    Michael
    Harris, Esq.

    Constantine
    Christakis, Esq.

CORRESP
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Eastside
Distilling, Inc.

755
Main Street

Building
4, Suite 3

Monroe,
CT 06468

January
8, 2025

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

100
F Street NE

Washington,
D.C. 20549

    Re:
    Eastside
    Distilling, Inc.

    Amendment
    No. 1 to Registration Statement on Form S-1

    Filed
    January 3, 2025

    File
    No. 333-283816

Ladies
and Gentlemen:

This
letter is submitted by Eastside Distilling, Inc. (the “Company” or “EAST”) in response to the comment letter
dated January 7, 2025 issued by the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) with respect to Amendment No. 1 to the Company’s Registration Statement on Form S-1 filed
on January 3, 2025. Amendment No. 2 to the Registration Statement containing updated compensation disclosure for the year ended December
31, 2024 in response to the below comment is being filed simultaneously. The Registration Statement has also been updated to include
disclosure of a recent related party transaction. Except where otherwise indicated, capitalized terms used and undefined in this response
letter have the meanings given such terms in the Registration Statement.

For
your convenience, each of the Staff’s comments have been restated below in their entirety, with the Company’s responses set
forth immediately beneath such comment.

Amendment
No. 1 to Registration Statement on Form S-1 filed January 3, 2025 Executive Compensation, page 83

1.
Please update your compensation disclosure to reflect the fiscal year ended December 31, 2024.

Response:
The Company has updated the compensation disclosure under “Executive Compensation” beginning on page 83 of the Registration
Statement to include responsive information for the year ended December 31, 2024.

January
8, 2025

Page
2

Should
the Staff have any additional questions or comments after reviewing this response letter, we would appreciate an opportunity to discuss
these comments or questions with the Staff prior to the distribution of another comment letter. Please direct any questions concerning
this response letter to Michael D. Harris, Esq. or Constantine Christakis, Esq. of Nason Yeager Gerson Harris & Fumero, P.A., the
Company’s legal counsel, at 561-644-2222, mharris@nasonyeager.com or 561-302-6158, cchristakis@nasonyeager.com.

    Sincerely,

    Eastside
    Distilling, Inc.

    By:
    /s/Geoffrey
    Gwin

    Geoffrey
    Gwin, CEO

    cc:
    Michael
    Harris, Esq.

    Constantine
    Christakis, Esq.

January 7, 2025
Geoffrey Gwin
Chief Executive Officer
Eastside Distilling, Inc.
755 Main Street
Building 4, Suite 3
Monroe, CT 06468
Re:Eastside Distilling, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed January 3, 2025
File No. 333-283816
Dear Geoffrey Gwin:
            We have reviewed your amended registration statement and have the following
comment.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our December 19, 2024
letter.
Amendment No. 1 to Registration Statement on Form S-1 filed January 3, 2025
Executive Compensation, page 83
1.Please update your compensation disclosure to reflect the fiscal year ended December
31, 2024.
            Please contact Eranga Dias at 202-551-8107 or Erin Purnell at 202-551-3454 with any
questions.
Sincerely,

January 7, 2025
Page 2
Division of Corporation Finance
Office of Manufacturing

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Eastside
Distilling, Inc.

755
Main Street

Building
4, Suite 3

Monroe,
CT 06468

January
3, 2025

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

100
F Street NE

Washington,
D.C. 20549

  Re:
  Eastside Distilling, Inc.

  Registration Statement on Form S-1

  Filed December 13, 2024

  File No. 333-283816

Ladies
and Gentlemen:

This
letter is submitted by Eastside Distilling, Inc. (the “Company” or “EAST”) in response to the comment letter
dated December 19, 2024 issued by the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) with respect to the Company’s Registration Statement on Form S-1 filed on December 13,
2024. Amendment No. 1 to the Registration Statement containing revised audited financial statements of EAST in response to the below
comment is being filed simultaneously. The Registration Statement has also been updated solely to give effect to changes in the Company’s
outstanding securities and recent agreements. Except where otherwise indicated, capitalized terms used and undefined in this response
letter have the meanings given such terms in the Registration Statement.

For
your convenience, each of the Staff’s comments have been restated below in their entirety, with the Company’s responses set
forth immediately beneath such comment.

Registration
Statement on Form S-1 Filed December 13, 2024

General

1. Revise
                                            to include in this filing audited financial statements of Eastside Distilling as of and for
                                            the years ended December 31, 2023 and 2022, respectively, that have been retrospectively
                                            reclassified to present your Craft segment and the other effects of the Debt Agreement as
                                            discontinued operations pursuant to ASC Topic 205-20, Presentation of Financial Statements
                                            – Discontinued Operations. Otherwise, advise us.

Response:
The Company has revised the audited financial statements of Eastside Distilling as of and for the years ended December 31, 2023 and
2022 to reclassify the Craft segment and the other effects of the Debt Agreement as discontinued operations pursuant to ASC Topic 205-20,
Presentation of Financial Statements – Discontinued Operations.

January
3, 2025

Page
2

Should
the Staff have any additional questions or comments after reviewing this response letter, we would appreciate an opportunity to discuss
these comments or questions with the Staff prior to the distribution of another comment letter. Please direct any questions concerning
this response letter to Michael D. Harris, Esq. or Constantine Christakis, Esq. of Nason Yeager Gerson Harris & Fumero, P.A., the
Company’s legal counsel, at 561-644-2222, mharris@nasonyeager.com or cchristakis@nasonyeager.com.

    Sincerely,

    Eastside
    Distilling, Inc.

    By:
    /s/Geoffrey
    Gwin

    Geoffrey
    Gwin, CEO

    cc:
    Michael
    Harris, Esq.

    Constantine
    Christakis, Esq.

December 19, 2024
Geoffrey Gwin
Chief Executive Officer
Eastside Distilling, Inc.
755 Main Street
Building 4, Suite 3
Monroe, CT 06468
Re:Eastside Distilling, Inc.
Registration Statement on Form S-1
Filed December 13, 2024
File No. 333-283816
Dear Geoffrey Gwin:
            We have conducted a limited review of your registration statement and have the
following comment.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form S-1 Filed December 13, 2024
General
1.Revise to include in this filing audited financial statements of Eastside Distilling as of
and for the years ended December 31, 2023 and 2022, respectively, that have been
retrospectively reclassified to present your Craft segment and the other effects of the
Debt Agreement as discontinued operations pursuant to ASC Topic 205-
20, Presentation of Financial Statements – Discontinued Operations. Otherwise,
advise us.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.

December 19, 2024
Page 2
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Eranga Dias at 202-551-8107 or Erin Purnell at 202-551-3454 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

November 4, 2024
Geoffrey Gwin
Chief Executive Officer
Eastside Distilling, Inc.
2321 NE Argyle Street, Unit D
Portland, Oregon 97211
Re:Eastside Distilling, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed October 25, 2024
File No. 001-38182
Dear Geoffrey Gwin:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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EASTSIDE
DISTILLING, INC.

755
Main Street

Monroe,
Connecticut 06468

  October 31, 2024

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington,
D.C. 20549

  Attention:
  Erin Donahue

  Erin Purnell

 Re: Eastside
                                            Distilling, Inc.

Preliminary
Proxy Statement on Schedule 14A

Filed
October 25, 2024

File
No. 001-38182

Ms.
Donahue and Ms. Purnell,

Eastside
Distilling, Inc. (the “Company”) hereby furnishes the following correspondence in response to the Staff’s letter dated
October 29, 2024.

After
consideration of the comments in the Staff’s letter, we are today filing Amendment No. 1 to our Preliminary Proxy Statement. We
have withdrawn Proposal 6 from the Preliminary Proxy Statement.

We
also wish to advise you that the Company has cancelled the special shareholder meeting scheduled for November 25, 2024, and will not
mail or otherwise distribute the definitive proxy statement that we filed on October 28, 2024.

  Respectfully submitted,

  /s/ Geoffrey
  Gwin

Chief
Executive Officer

October 29, 2024
Geoffrey Gwin
Chief Executive Officer
Eastside Distilling, Inc.
2321 NE Argyle Street, Unit D
EPortland, Oregon 97211
Re:Eastside Distilling, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed October 25, 2024
File No. 001-38182
Dear Geoffrey Gwin:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
Proposal No. 5 and 6, page 19
1.We note that if Proposal No. 5 and 6 are approved, you plan to increase the total
number of authorized shares from 6,000,000 to 40,000,000 and to effect a reverse
stock split in order to comply with the merger agreement. Please revise your
disclosure to include the information required pursuant to Items 11, 13 and 14 of
Schedule 14A. See Note A to Schedule 14A as well as Proxy Rules and Schedule 14A
Compliance and Disclosure Interpretations Question 151.02. In addition, please
explain how increasing the number of authorized shares to 40,000,000 satisfies the
conversion requirements of 69,482,229 shares of your Series F Preferred Stock and
517,775 shares of your Series F-1 Preferred Stock on a one-for-one basis.

October 29, 2024
Page 2
General
2.We note you filed a definitive proxy on October 28, 2024 for a Special Meeting to
vote on The Reverse Split Proposal and The Charter Amendment Proposal. Please
advise us as to why you are seeking votes for those proposals at both a Special
Meeting and the Annual Meeting.
3.We note that the definitive proxy filed on October 28, 2024 includes information
regarding the Beeline merger and the reasons for The Reverse Split Proposal and The
Charter Amendment Proposals that were not included in the preliminary proxy filed
on August 16, 2024. Please explain how you concluded that a revised preliminary
proxy statement was not required as a result of this change to the proxy materials.
Refer to Note 1 to paragraph (a) of Exchange Act Rule 14a-6.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Please contact Erin Donahue at 202-551-6063 or Erin Purnell at 202-551-3454 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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                                                                     Eastside
                                            Distilling, Inc.

    2321
    NE Argyle Street, Unit D

    Portland,
    Oregon 97211

September
27, 2024

Via
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington,
D.C. 20549

    Attention:
    Bradley
    Ecker

    Re:

    Eastside
    Distilling, Inc.

    Registration
    Statement on Form S-3

    Filed
    September 13, 2024

    File
    No. 333-282095

Acceleration
Request

    Requested
    Date:

    October
    2, 2024

    Requested
    Time:

    4:00
    PM Eastern Time

Mr.
Ecker:

The
undersigned, Eastside Distilling, Inc., respectfully requests that the effective date of its Registration Statement on Form S-3, as above-captioned,
be accelerated, and that such Registration Statement be permitted to become effective at 4:00 P.M. Eastern Time on October 2, 2024 or
as soon thereafter as possible.

Eastside
Distilling, Inc. hereby authorizes Robert Brantl, counsel for Eastside Distilling, Inc., to orally modify or withdraw this request for
acceleration.

Respectfully
submitted

    /s/
    Geoffrey Gwin

    Geoffrey
    Gwin

    Chief
    Financial Officer

September 18, 2024
Geoffrey Gwin
Chief Executive Officer
Eastside Distilling, Inc.
2321 NE Argyle Street, Unit D
Portland, Oregon 97211
Re:Eastside Distilling, Inc.
Registration Statement on Form S-3
Filed on September 13, 2024
File No. 333-282095
Dear Geoffrey Gwin:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Bradley Ecker at 202-551-4985 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
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EASTSIDE
DISTILLING, INC.

2321
NE Argyle Street, Unit D

Portland,
Oregon 97211

November
1, 2023

Via
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington,
D.C. 20549

    Attention:
    Sarah
    Sidwell

Re:
 Eastside Distilling, Inc.

Registration
Statement on Form S-1

Filed
October 25, 2023

File
No. 333-275160

Acceleration
Request

Requested
Date: November 6, 2023

Requested
Time: 12:00 PM Eastern Time

Ms.
Sidwell:

The
undersigned, Eastside Distilling, Inc., respectfully requests that the effective date of its Registration Statement on Form S-1, as above-captioned,
be accelerated, and that such Registration Statement be permitted to become effective at 12:00 P.M. Eastern Time on November 6, 2023
or as soon thereafter as possible.

Eastside
Distilling, Inc. hereby authorizes Robert Brantl, counsel for Eastside Distilling, Inc., to orally modify or withdraw this request for
acceleration.

Respectfully
submitted

    /s/
    Geoffrey Gwin

    Geoffrey
    Gwin

    Chief
    Executive Officer

United States securities and exchange commission logo
October 27, 2023
Geoffrey Gwin
Chief Executive Officer
Eastside Distilling, Inc.
2321 NE Argyle Street, Unit D
Portland, Oregon 97211
Re:Eastside Distilling, Inc.
Registration Statement on Form S-1
Filed on October 25, 2023
File No. 333-275160
Dear Geoffrey Gwin:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Sarah Sidwell at 202-551-4733 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Robert Brantl

CORRESP
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    Eastside
    Distilling, Inc.

    8911
    NE Marx Drive, Suite 2A

    Portland,
    Oregon 97220

December
1, 2021

Via
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington,
D.C. 20549

    Attention:
    Gregory
    Herbers

  Re:
  Eastside Distilling, Inc.

Registration
Statement on Form S-3

Filed
November 24, 2021

File
No. 333-261327

Acceleration
Request

    Requested
    Date:

    December
    6, 2021

    Requested
    Time:

    12:00
    PM Eastern Time

Mr.
Herbers:

The
undersigned, Eastside Distilling, Inc., respectfully requests that the effective date of its Registration Statement on Form S-3, as above-captioned,
be accelerated, and that such Registration Statement be permitted to become effective at 12:00 P.M. Eastern Time on December 6, 2021
or as soon thereafter as possible.

Eastside
Distilling, Inc. hereby authorizes Robert Brantl, counsel for Eastside Distilling, Inc., to orally modify or withdraw this request for
acceleration.

Respectfully
submitted

    /s/
    Geoffrey Gwin

    Geoffrey Gwin

    Chief Financial Officer

United States securities and exchange commission logo
November 30, 2021
Geoffrey Gwin
Chief Financial Officer
Eastside Distilling, Inc.
8911 NE Marx Drive, Suite 2A
Portland, Oregon 97220
Re:Eastside Distilling, Inc.
Registration Statement on Form S-3
Filed November 24, 2021
File No. 333-261327
Dear Mr. Gwin:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Robert Brantl

CORRESP
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    Eastside
    Distilling, Inc.

    8911
    NE Marx Drive, Suite 2A

    Portland,
    Oregon 97220

September
10, 2021

Via
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington,
D.C. 20549

    Attention:
    Evan
    Ewing

    Re:

    Eastside
    Distilling, Inc.

    Amendment
    No. 1 to Registration Statement on Form S-3

    Filed
    September 10, 2021

    File
    No. 333-259295

Acceleration
Request

    Requested
    Date:
    September
    14, 2021

    Requested
    Time:
    2:00
    PM Eastern Time

Mr.
Ewing:

The
undersigned, Eastside Distilling, Inc., respectfully requests that the effective date of its Pre-Effective Amendment No. 1 to Registration
Statement on Form S-3, as above-captioned, be accelerated, and that such Registration Statement be permitted to become effective at 2:00
P.M. Eastern Time on September 14, 2021 or as soon thereafter as possible.

Eastside
Distilling, Inc. hereby authorizes Robert Brantl, counsel for Eastside Distilling, Inc., to orally modify or withdraw this request for
acceleration.

Respectfully
submitted

    /s/
    Geoffrey Gwin

    Geoffrey
Gwin

    Chief
Financial Officer

United States securities and exchange commission logo
September 9, 2021
Geoffrey Gwin
Chief Financial Officer
Eastside Distilling, Inc.
8911 NE Marx Drive, Suite 2A
Portland, Oregon 97220
Re:Eastside Distilling, Inc.
Registration Statement on Form S-3
Filed September 3, 2021
File No. 333-259295
Dear Mr. Gwin:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Evan Ewing at 202-551-5920 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
June 24, 2021
Paul Block
Chief Executive Officer
Eastside Distilling, Inc.
8911 NE Marx Drive, Suite A2
Portland, Oregon 97220
Re:Eastside Distilling, Inc.
Registration Statement on Form S-3
Filed June 16, 2021
File No. 333-257152
Dear Mr. Block:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Thomas Jones at 202-551-3602 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Marc A. Indeglia, Esq.

CORRESP
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8911
NE Marx Drive, Suite A2

Portland,
Oregon 97220

June
24, 2021

Division
of Corporation Finance

Office
of Manufacturing

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
DC 20549

    Re:
    Eastside
    Distilling, Inc.

    Registration
    Statement on Form S-3

    File
    No. 333-257152

To
whom it may concern:

Eastside
Distilling, Inc. (the “Company”) hereby requests, pursuant to Rule 461 under the Securities Act of 1933, as amended, that
the above-referenced registration statement be accelerated to 5:00 p.m., Eastern Time, on Monday, June 28, 2021, or as soon thereafter
as practicable.

The
Company hereby acknowledges that:

    1.
    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;

    2.
    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

    3.
    the
    Company may not assert staff comments or the declaration of effectiveness of this registration statement as a defense in any proceeding
    initiated by the Commission or any person under the federal securities laws of the United States.

    Very
    truly yours,

    EASTSIDE
    DISTILLING, INC.

    By:
    /s/
    Paul Block

    Paul
    Block

    Chief
    Executive Officer

    cc:

    Thomas
    Jones, Esq.

CORRESP
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EASTSIDE
DISTILLING, INC.

August
27, 2018

VIA
EDGAR AND ELECTRONIC MAIL (ReganR@sec.gov)

United
States Securities and Exchange Commission (the “Commission”)

Division of Corporation Finance

100 F. Street, N.E.

Mail Stop 3561

Washington, D.C. 20549

    Attn.:

    Mr.
    John Reynolds, Assistant Director

    Office
    of Beverages, Apparel and Mining

Re:
Eastside Distilling, Inc. (the “Company”)

Registration
Statement: Form S-3 filed August 17, 2018

File
No. 333-226912

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective
date for the Registration Statement referred to above be accelerated so that it will be declared effective at 5:00 p.m., Eastern
time August 29, 2018, or as soon thereafter as is practicable.

The
Company hereby acknowledges 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.

    Very
    truly yours,

    EASTSIDE
    DISTILLING, INC.

    By:
    /s/
    Grover T. Wickersham

    Name:

    Grover
    T. Wickersham

    Title:

    Chief
    Executive Officer

August 24, 2018
Steven M. Shum
Chief Financial Officer
Eastside Distilling, Inc.
1001 SE Water Avenue, Suite 390
Portland, OR 97214
Re:Eastside Distilling, Inc.
Registration Statement on Form S-3
Filed August 17, 2018
File No. 333-226912
Dear Mr. Shum:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Ruairi Regan at 202-551-3269 with any questions.
Sincerely,
Division of Corporation Finance
Office of Beverages, Apparel and
Mining
cc:       Brad Wyatt, Esq.

CORRESP
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August
9, 2017

Securities
and Exchange Commission

100
F Street N.E.

Washington,
DC 20549

    Re:

    Eastside
    Distilling, Inc.

    File
    No: 333-215848

    Registration
    Statement on Form S-1, Amendment No. 6

Dear
Ladies and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933,
as amended, Roth Capital Partners, LLC, as representative of the underwriters, hereby requests acceleration of the effective date
of the above-referenced Registration Statement so that it will become effective at 4:30 p.m., Eastern Time, on August 9, 2017,
or as soon thereafter as practicable. Pursuant to Rule 460 under the Securities Act, please be advised that there will be distributed
to each underwriter or dealer, who is reasonably anticipated to be invited to participate in the distribution of the security,
as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the
preliminary prospectus.

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed
by participating dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange
Act of 1934, as amended, in connection with the above-referenced issue.

    Very
    truly yours,

    /s/
    Aaron M. Gurewitz

    Aaron
    M. Gurewitz

    Head
    of Equity Capital Markets

CORRESP
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EASTSIDE
DISTILLING, INC.

August
9, 2017

VIA
EDGAR AND ELECTRONIC MAIL

United
States Securities and Exchange Commission (the “Commission”)

Division
of Corporation Finance

100
F. Street, N.E.

Mail
Stop 3561

Washington,
D.C. 20549

    Attn.:
    Mr.
John Reynolds, Assistant Director

    Office
    of Beverages, Apparel and Mining

    Re:
    Eastside
    Distilling, Inc. (the “Company”)

    Registration
    Statement on Form S-1, as amended

    File
    No. 333-215848

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective
date for the Registration Statement referred to above be accelerated so that it will be declared effective at 4:30 p.m., Eastern
time on August 9, 2017, or as soon thereafter as is practicable.

The
Company hereby acknowledges 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.

    Very
    truly yours,

    EASTSIDE
    DISTILLING, INC.

    By:
    /s/
    Grover T. Wickersham

    Name:
    Grover
    T. Wickersham

    Title:

    Chief
    Executive Officer

CORRESP
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EASTSIDE
DISTILLING, INC.

August
8, 2017

VIA
EDGAR AND ELECTRONIC MAIL

United
States Securities and Exchange Commission (the “Commission”)

Division of Corporation Finance

100 F. Street, N.E.

Mail Stop 3561

Washington, D.C. 20549

    Attn.:
    Mr.
John Reynolds, Assistant Director

    Office
    of Beverages, Apparel and Mining

Re:
Eastside Distilling, Inc. (the “Company”)

Registration
Statement on Form S-1, as amended

File
No. 333-215848

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on August 8, 2017, in which we requested the acceleration of the effective
date of the above-referenced Registration Statement for Tuesday, August 8, 2017, at 4:30 p.m. Eastern Time, in accordance with
Rule 461 under the Securities Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared
effective at that time and we hereby withdraw our request for acceleration of the effective date until further notice.

    Very
    truly yours,

    EASTSIDE
    DISTILLING, INC.

    By:
    /s/
    Grover T. Wickersham

    Name:
     Grover
    T. Wickersham

    Title:
    Chief
    Executive Officer

CORRESP
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August
8, 2017

Securities
and Exchange Commission

100
F Street N.E.

Washington,
DC 20549

    Re:

    Eastside
    Distilling, Inc.

    File
    No: 333-215848

    Registration
    Statement on Form S-1, Amendment No. 5

Dear
Ladies and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933,
as amended, Roth Capital Partners, LLC, as representative of the underwriters, hereby requests acceleration of the effective date
of the above-referenced Registration Statement so that it will become effective at 4:30 p.m., Eastern Time, on August 8,
2017, or as soon thereafter as practicable. Pursuant to Rule 460 under the Securities Act, please be advised that there will be
distributed to each underwriter or dealer, who is reasonably anticipated to be invited to participate in the distribution of the
security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution
of the preliminary prospectus.

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed
by participating dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange
Act of 1934, as amended, in connection with the above-referenced issue.

    Very
    truly yours,

    /s/
    Aaron M. Gurewitz

    Aaron
    M. Gurewitz

    Head
    of Equity Capital Markets

BJW/NIB

CORRESP
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    EASTSIDE
    DISTILLING, INC.

        August
        8, 2017

        VIA
        EDGAR AND ELECTRONIC MAIL

        United
        States Securities and Exchange Commission (the “Commission”)

        Division of Corporation Finance

        100 F. Street, N.E.

        Mail Stop 3561

        Washington, D.C. 20549

    Attn.:
    Mr.
    John Reynolds, Assistant Director

    Office
    of Beverages, Apparel and Mining

    Re:
    Eastside Distilling, Inc. (the “Company”)

    Registration
    Statement on Form S-1, as amended

    File
    No. 333-215848

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective
date for the Registration Statement referred to above be accelerated so that it will be declared effective at 4:30 p.m., Eastern
time on August 8, 2017, or as soon thereafter as is practicable.

The
Company hereby acknowledges 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.

Very
truly yours,

    EASTSIDE
    DISTILLING, INC.

    By:
    /s/
    Grover T. Wickersham

    Name:
    Grover
    T. Wickersham

    Title:
    Chief
    Executive Officer

CORRESP
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May
15, 2017

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Mail
Stop 3561

Washington,
D.C. 20549-9303

Attn.:  Mr.
John Reynolds, Assistant Director

	Office of Beverages, Apparel and Mining

Re:         Eastside
Distilling, Inc.

Registration
Statement on Form S-1

Filed
February 1, 2017

File
No. 333-215848

Dear
Mr. Reynolds:

On
behalf of Eastside Distilling, Inc. (the “Company”), we submit this letter to you in connection with comments
of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
regarding the above-referenced filing, received by the Company by letter dated February 13, 2017. In this letter, we have recited
the comments of the Staff set forth in the February 13, 2017 letter in italicized type, and followed each comment with the Company’s
response. On May 15, 2017, the Company filed with the Commission an Amendment No. 1 to Registration Statement on Form S-1 (the
“Registration Statement”) and is supplementally providing, for the Staff’s review, a version of the Registration
Statement marked to show changes from the Registration Statement on Form S-1 filed with the Commission on February 1, 2017. All
page numbers refer to the Registration Statement filed simultaneously herewith.

Staff
Comment No. 1:

Please
provide an updated discussion of your liquidity needs, as it appears your disclosure in the fourth paragraph of this section refers
to the December 31, 2016 fiscal year. Refer to Instruction 5 of Item 303(a) of Regulation S-K and Section IV in Securities Act
Release No. 33-8350 for guidance.

Company
Response No. 1:

The
Company has revised the Liquidity and Capital Resources Section of the Registration Statement beginning on page 31 to update the
discussion of the Company’s liquidity needs.

Staff
Comment No. 2:

Please
update your executive compensation disclosure to include the information for your recently completed fiscal year. Refer to Item
402 of Regulation S-K and Regulation S-K Compliance and Disclosure Interpretation 117.05 for guidance.

Company
Response No. 2:

The
Company has revised the executive compensation disclosure beginning on page 54 of the Registration Statement to include the information
for its recently completed fiscal year.

*
* * * *

Please
direct all correspondence, notices and orders issued with respect to this matter to the undersigned. If you would like to discuss
this matter by telephone, my direct line is (206) 676-7118.

Sincerely,

Summit
Law Group, PLLC

a
professional limited liability company

/s/
Andrew W. Shawber

Andrew
W. Shawber

cc:	Grover
Wickersham (Eastside Distilling, Inc.)

Mail Stop 3561
        February 13 , 2017

Via E -mail
Grover T. Wickersham
Chief Executive Officer
Eastside Distilling, Inc.
1805 SE Martin Luther King Jr. Blvd.
Portland, Oregon 97214

Re: Eastside Distilling, Inc.
Registration Statement on Form S -1
Filed February 1, 2017
  File No. 333 -215848

Dear Mr. Wickersham:

We have limited our review of your registration statement to those issues we have
addressed in our 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 .  Where 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.
Liquidity and Capital Resources, page 35
1. Please provide an updated discussion of your liquidity needs, as it appears your
disclosure in the fourth paragraph of this section refers to the December 31, 2016 fiscal
year.   Refer to Instruction 5 o f Item 303(a) of Regulation S -K and Section IV  in
Securities Act Release No. 33 -8350 for guidance.
Executive Compensation, page 54
2. Please update your executive compensation disclosure to include the information for your
recently co mpleted fiscal year.  Refer to Item 402 of Regulation S -K and Regulation S -K
Compliance and Disclosure Interpretation  117.05 for guidance.

Grover T. Wickersham
Eastside  Distilling, Inc.
February 13 , 2017
Page 2

 We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures,  notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Ruairi Regan at (202) 551 -3269 or  Pamela Howell , Special Counsel , at
(202) 551 -3357 if you have any questions.

     Sincerely,

        /s/ Pamela Howell
        for

     John Reynolds
Assistant Director
Office of Beverages,
Apparel and Mining

cc:  Andrew W. Shawber, Esq.
 Summit Law Group, PLLC

CORRESP
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EASTSIDE DISTILLING, INC.

1805
SE Martin luther king jr. blvd.

PORTLAND,
OR 97214

June 9, 2015

Larry Spirgel

Assistant Director

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

    Re:
    Eastside Distilling, Inc.

Registration Statement on Form S-1

File No. 333-202033

Dear Mr. Spirgel:

Eastside Distilling,
Inc. (the “Company”) hereby requests, pursuant to Rule 461 under the Securities Act of 1933, as amended, that the above-referenced
registration statement be accelerated to 5:00 p.m., Eastern Time, on Thursday, June 11, 2015, or as soon thereafter as practicable.

The Company hereby
acknowledges that:

    1.
    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;

    2.
    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

    3.
    the Company may not assert staff comments or the declaration of effectiveness of this registration statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    Very truly yours,

    EASTSIDE DISTILLING, INC.

    By: /s/ Steven Earles

    Steven Earles

    President and Chief Executive Officer

June 9 , 2015

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

Re: Eastside Distilling, Inc.
Form 10 -K for the Year Ended December 31, 2014
Filed March 31, 2015, as amended April 1, 2015
File No. 000 -54959

Dear Mr. Earles :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the  United States.  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 Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Kathleen Krebs, for

Larry Spirgel
Assistant Director

cc: Greg Carney
Indeglia & Carney, LLP

CORRESP
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June 5, 2015

Larry Spirgel

Assistant Director

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

    Re:
    Eastside Distilling, Inc.

    Amendment No. 2 to Registration Statement on Form S-1

    Filed May 26, 2015

    File No. 333-202033

Dear Mr. Spirgel:

On behalf of our client,
Eastside Distilling, Inc., a Nevada corporation (the “Company”), we are filing herewith an Amendment No. 3 (the
“Amendment”) to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange
Commission (the “Commission”) on February 11, 2015 and amended by Amendment No. 1 to Registration Statement
filed on April 8, 2015 and further amended by Amendment No. 2 to Registration Statement filed on May 26, 2015 (as amended, the
“Registration Statement”).  The Amendment has been prepared in response to the comments of the staff (the
“Staff”) delivered by way of it letter dated June 1, 2015 (the “Comment Letter”).  Set
forth below are the Company’s responses to the Staff’s comments, numbered in a manner to correspond to the order which
the Staff’s comments were delivered. For your convenience, we have included the original comments from the Comment Letter
in their entirety.

Management’s Discussion and Analysis…,
page 35

The Acquisition of
Eastside Distilling, LLC, page 35

 1. We note your response to comment 1 in our prior letter dated April
17, 2015. Please further revise your disclosure to clarify whether Crystal Falls Investments or the mutual colleague received any
benefits for their role in this transaction, and if so, disclose such benefits.

Response: In response to the comment,
additional disclosure has been included in the Amendment to clarify that no benefits were received by either party for their role
in the transaction.

11900 W. Olympic Blvd., Suite 770, Los Angeles,
CA 90064

Phone 310.982.2720 | Fax 310.982.2719

Email info@indegliacarney.com | www.indegliacarney.com

Larry Spirgel

Assistant Director

Securities and Exchange Commission

June 5, 2015

Page 2

Management’s Discussion and Analysis or Plan of Operation

Results of Operations

Selling, General and
Administrative Expenses, page 36

 2. We note your disclosure that the $910,000 increase in SG&A expenses in the quarter ended March 31, 2015 was primarily
                                                                                  attributable to an increase in professional accounting, legal and marketing
fees of approximately $421,000 and additional payroll expenses for additional sales personnel and event coordinators related to
your new retail locations and office personnel of approximately $86,503. However, you still have not discussed additional expenses
of over $400,000. Please tell us the other items responsible for the increase and show us your proposed expanded disclosure.

Response: In response to the Staff’s comment, additional
disclosure has been provided in the Amendment to disclose the other items responsible for the increase in SG&A expenses during
the three months ended March 31, 2015.

Other Income (Expense), page 36

 3. Your disclosure of the amount of gain related to the spinoff is not
the same as the disclosure in other parts of the filing. Please change so that the amounts are the same.

Response:  In response to the comment, the disclosure
has been amended to clarify that the Other Income (Expense) of $48,937 in the period relates primarily to the net gain associated
with the spin-off of MWWD of $52,890 which amount was offset by $3,953 of interest expense during the period.

Please advise us as soon as possible if
the staff has any further comments relating to the Registration Statement or the Amendment.  You can contact the undersigned
at (310) 982-2720.  Thank you in advance for your courtesy and cooperation.

    Very truly yours,

    Indeglia

    &Carney LLP

    /s/ Gregory R. Carney

    Gregory R. Carney

Enclosure

cc:        Eastside Distilling,
Inc.

June 1 , 2015

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

Re: Eastside Distilling , Inc .
Amendment No. 2  to Registration Statement on Form S -1
Filed May 26 , 201 5
  File No. 333 -202033

Dear Mr. Earles :

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 bel ieve 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.

Management’s Discussion and Analysis, page 35

The Acquisition of Eastside Distilling, page 35

1. We note your response to comment 1 in our prior letter dated April 17, 2015.  Please
further revise your disclosure to clarify whether Crystal Falls Investments or the mutua l
colleague received any benefits for their role in this transaction, and if so, disclose such
benefits.

Steven Earles
Eastside Distilling , Inc.
June 1 , 2015
Page 2

 Management’s Discussion and Analysis or Plan of Operations
Results of Operations
Selling, General and Administrative Expenses , page 36

2. We note your disclosure that the $910,000 increase in SG&A expenses in the quarter
ended March 31, 2015 was primarily attributable to an increase in professional
accounting, legal and marketing fees of approximately $421,000 and additional payroll
expenses  for additional sales personnel and event coordinators related to your new retail
locations and office personnel of approximately $86,503.  However, you still have not
discusse d additional expenses of over $4 00,000.  Please tell us the other items
responsi ble for the increase and show us your proposed expanded disclosure.

Other Income (Expense) , page 36

3. Your disclosure of the amount of gain related to the spinoff is not the same as the
disclosure in other parts of the filing.  Please change so that the am ounts are the same.

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.

You may contact Sharon Virga , Staff Accoun tant, 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, Spe cial 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: Greg Carney
Indeglia & Carney, LLP

CORRESP
1
filename1.htm

May 26, 2015

Larry Spirgel

Assistant Director

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

 Re: Eastside Distilling, Inc.

Amendment No. 1 to Registration
Statement on Form S-1

Filed April 8, 2015

File No. 333-202033

Dear Mr. Spirgel:

On behalf of our client,
Eastside Distilling, Inc., a Nevada corporation (the “Company”), we are filing herewith an Amendment No. 2 (the
“Amendment”) to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange
Commission (the “Commission”) on February 11, 2015 and amended by Amendment No. 1 to Registration Statement
filed on April 8, 2015 (as amended, the “Registration Statement”).  The Amendment has been prepared in
response to the comments of the staff (the “Staff”) delivered by way of it letter dated April 17, 2015 (the
“Comment Letter”).  Set forth below are the Company’s responses to the Staff’s comments, numbered
in a manner to correspond to the order which the Staff’s comments were delivered. For your convenience, we have included
the original comments from the Comment Letter in their entirety.

Management’s Discussion and Analysis…,
page 35

The Acquisition of
Eastside Distilling, LLC, page 35

 1. Please disclose any material relationship between Eurocan Holdings
Ltd. and its affiliates and Eastside Distilling LLC and its affiliates prior to the execution of the agreement and plan of merger.
If no such relationships existed, explain how the parties were introduced and the reasons they decided to proceed with the transaction
and the particular structure. Identify any third parties that played a material role in arranging or facilitating the transactions
and disclose the benefits they received for their roles.

Response: On or about April
30, 2014, Eurocan Holdings Ltd. (“Eurocan”) and Eastside Distilling LLC (“Eastside LLC”) entered into
a letter of intent with respect to a proposed business combination, which was ultimately reflected in the agreement and plan
of merger. Thereafter, on June 17, 2014, Eurocan loaned $150,000 to Eastside LLC. The loan was made as a bridge loan in
anticipation of the transaction contemplated by the letter of intent and the agreement and plan of merger. The loan accrued
interest daily at the rate of 5% per annum (computed on the basis of the actual number of days elapsed and a year of 360 days
and compounded monthly) and was secured with any and all assets of Eastside LLC. No other material relationship between
Eurocan and its affiliates and Eastside LLC and its affiliates existed prior to the execution of the agreement and plan of
merger.

11900 W. Olympic Blvd.,
Suite 770, Los Angeles, CA 90064

Phone 310.982.2720 | Fax
310.982.2719

Email info@indegliacarney.com
| www.indegliacarney.com

Larry Spirgel

Assistant Director

Securities and Exchange Commission

May 26, 2015

Page 2

Eastside LLC and Eurocan were introduced
by an existing debt investor and creditor of Eurocan, Crystal Falls Investments, LLC (“Crystal Falls”), who in turn
was introduced to Eastside LLC by a mutual colleague. The parties decided to proceed with the transaction in order to provide Eastside
LLC with access to the public capital markets and to enhance the financial condition and performance of Eurocan. The transaction
structure was negotiated between the parties to reflect the economic terms that the parties negotiated and to qualify the transaction
as a tax-free exchange under Section 351 of the Internal Revenue Code. This disclosure has been include in the Amendment.

Liquidity and Capital Resources

 2. We note your response to our prior comment 9 and disclosure on page
38 regarding the $150,000 loan between Eurocan Holdings Ltd. and Eastside Distilling, LLC on June 13, 2014. Please also provide
disclosure about the $150,000 non-interest bearing, unsecured, demand loan from Crystal Falls LLC to Eurocan Holdings, Ltd. made
on the same date. Disclose any relationship between the parties to the loans and the role of Crystal Falls LLC in the reverse merger
transaction. Disclose why Eurocan Holdings Ltd. took out a loan to provide the loan to Eastside Distilling, LLC. Explain the business
purpose of structuring the loans in this manner. Explain why the loan from Crystal Falls LLC was amended to add new terms including
interest, conversion rights, a maturity date and a pre-payment penalty. Also explain why the promissory note from Eastside Distilling,
LLC was stated to be convertible when it was non-convertible and why the original demand note references Crystal Falls LLC, but
the amended note now refers to Crystal Falls Investment LLC. Lastly, explain why your disclosure under “Convertible Promissory
Note” on page 30 appears to state that the convertible promissory note between Eurocan Holdings and Eastside Distilling

Response: In June, 2014, as Eurocan
and Eastside LLC were negotiating and structuring the merger transaction that ultimately closed on October 31, 2014, Eastside LLC
was seeking interim short-term capital in the form of a bridge loan.  For operational reasons, time was of the essence.
Eastside LLC asked Crystal Falls to provide a bridge loan of 150,000.  As stated above, Crystal Falls was already an existing
debt investor and creditor in Eurocan and had introduced Eastside to Eurocan.  After negotiations between Eurocan, Eastside
LLC, and Crystal Fall, on or about June 17, 2014, Eurocan loaned $150,000 to Eastside LLC, which loan in turn was financed by the
issuance of a demand loan by Eurocan to Crystal Falls.  The loan was made as a bridge loan in anticipation of the transaction
contemplated by the letter of intent and the agreement and plan of merger.  The parties negotiated to structure the bridge
loan as a loan from Crystal Falls to Eurocan and then as a loan from Eurocan to Eastside.  The business purposes of structuring
the loans in this manner were two-fold.  First, Crystal Falls was already a debt investor and creditor of Eurocan and preferred
to make an additional investment in a company in which it had already invested, rather than a new investment in a different issuer.
This facilitated the transaction documentation and the due diligence investigation, as time was of the essence in the making of
the bridge loan.  Second, Crystal Falls preferred to invest in an issuer whose common stock was already publicly traded, rather
than in a privately held LLC.  In accordance with these two investment criteria, Crystal Falls, Eurocan, and Eastside LLC
negotiated to have Crystal Falls purchase the demand note from Eurocan and then have Eurocan loan the proceeds to Eastside LLC.

Larry Spirgel

Assistant Director

Securities and Exchange Commission

May 26, 2015

Page 3

The original promissory note dated
June 13, 2014 and attached as Exhibit 10.1 incorrectly identified Crystal Falls as “Crystal Falls Llc” instead of
“Crystal Falls Investments, LLC” as a result of error in drafting.  This mistake was corrected in the
amended note dated September 19, 2014.  In addition, as time was of the essence, the parties agreed to have Eurocan
issue a demand note to Crystal Falls initially in order to provide the parties additional time to negotiate the remaining
terms of the loan in good faith.  These negotiations continued until around September 19, 2014, at which point, in lieu
of Crystal Falls demanding repayment of the note, Eurocan and Crystal Falls amended the note to contain the terms set forth
in the 5% Convertible Note dated September 19, 2014.  The new terms, including interest, conversion rights, a maturity
date, and a pre-payment penalty were negotiated between Eurocan and Crystal Falls.  The promissory note from Eastside
LLC to Eurocan was incorrectly titled as a convertible promissory note due to an error in drafting.  As the note is not
convertible on its terms, the parties do not see any need to incur the cost and expense of re-drafting the note. This
disclosure is contained in the Amendment.

The disclosure on page 30 has been revised
to reflect that it was the demand note that was amended, as follows:

“On June 13, 2014, we issued a demand
note in the amount of approximately $150,000, which note was amended on September 19, 2014 to be a 5% convertible note. The amended
note bears interest at 5% per annum and has a maturity date of June 13, 2015. The amended note may be converted into shares of
our common stock at a fixed conversion price of $0.40 per share. This amended note may be prepaid upon payment of 150% of the outstanding
principal amount to the holder.”

Consolidated Financial Statements

Notes to Consolidated Financial Statements

Note 3. Acquisition, page F-12

 3. Please expand your disclosure either here or in another footnote
to disclose the impact on your financial statements of the spinoff of MWWD.

Response:  The Company
has added additional disclosure in Note 1 to its financial statements contained in its quarterly report on Form 10-Q for the period
ended March 31, 2015 (which are included in the Amendment) to expand the disclosure on the impact on its financial statements for
the spinoff of MWWD to state that, the Company recorded a net gain
of approximately $50,000 on February 3, 2015, which was primarily the result of the transfer of net liabilities to Michael Williams.
The Company has also included this disclosure in “Prospectus Summary”, “Description of Business” and “Management’s
Discussion and Analysis” under the heading “Spin-Off of MWWD.”

Note 8, Income Taxes, page F-14

 4. Please tell us your basis for your disclosure that at December 31,
2014, you had federal and state net operating loss carryforwards (NOLs) of approximately $367,000 and $366,000, respectively, to
offset against future income for federal and state tax purposes. We note that these probably related to Eurocan and may be affected
by the change in control resulting from the merger.

Response:  On behalf of the Company,
please be advised that the federal and state net operating loss carryforwards (NOLs) of approximately $367,000 and $366,000, respectively,
as of December 31, 2014 relate solely to Eastside’s federal and state tax loss incurred for the year ended December 31, 2014.
Any NOLs from Eurocan incurred prior to the merger with Eastside were not factored into these figures.

Larry Spirgel

Assistant Director

Securities and Exchange Commission

May 26, 2015

Page 4

Exhibit 5.1 – Legal Opinion

 5. The third paragraph of counsel’s opinion appears to qualify counsel’s expertise to
opine on Nevada law. Please provide an unqualified opinion on the legality of the shares being registered under Nevada law. For
guidance, refer to Section II.B.3.b of Staff Legal Bulletin No. 19 (CF), available on our website at http://www.sec.gov/interps/legal.shtml.

Response: Please be advised that on Friday May 22, 2015, Gregory Dundas, Attorney-Advisor, advised us that the Staff
had withdrawn this comment.

Please advise us as
soon as possible if the staff has any further comments relating to the Registration Statement or the Amendment.  You can contact
the undersigned at (310) 982-2720.  Thank you in advance for your courtesy and cooperation.

    Very truly yours,

    Indeglia

    &Carney
LLP

    /s/ Gregory R. Carney

    Gregory R. Carney

Enclosure

cc:
Eastside Distilling, Inc.

CORRESP
1
filename1.htm

 May 20, 2015

Larry Spirgel

Assistant Director

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

 Re: Eastside Distilling, Inc.

Form 10-K for the Year Ended
December 31, 2014

Filed March 31, 2015, as
amended April 1, 2015

File No. 000-54959

Dear Mr. Spirgel:

On behalf of our client,
Eastside Distilling, Inc., a Nevada corporation (the “Company”), we hereby confirm that the Company will comply
with the comments of the staff (the “Staff”) delivered by way of it letter dated April 17, 2015 (the “Comment
Letter”) in future filings including the Company’s Quarterly Report on Form 10-Q for the period ended March 31,
2015 which was filed on May 15, 2015.  Set forth below are the Company’s responses to the Staff’s comments, numbered
in a manner to correspond to the order which the Staff’s comments were delivered. For your convenience, we have included
the original comments from the Comment Letter in their entirety.

Liquidity and Capital Resources

 1. We note your response to our prior comment 9 and disclosure on page
38 regarding the $150,000 loan between Eurocan Holdings Ltd. and Eastside Distilling, LLC on June 13, 2014. Please also provide
disclosure about the $150,000 non-interest bearing, unsecured, demand loan from Crystal Falls LLC to Eurocan Holdings, Ltd. made
on the same date. Disclose any relationship between the parties to the loans and the role of Crystal Falls LLC in the reverse merger
transaction. Disclose why Eurocan Holdings Ltd. took out a loan to provide the loan to Eastside Distilling, LLC. Explain the business
purpose of structuring the loans in this manner. Explain why the loan from Crystal Falls LLC was amended to add new terms including
interest, conversion rights, a maturity date and a pre-payment penalty. Also explain why the promissory note from Eastside Distilling,
LLC was stated to be convertible when it was non-convertible and why the original demand note references Crystal Falls LLC, but
the amended note now refers to Crystal Falls Investment LLC. Lastly, explain why your disclosure under “Convertible Promissory
Note” on page 30 appears to state that the convertible promissory note between Eurocan Holdings and Eastside Distilling

11900 W. Olympic Blvd.,
Suite 770, Los Angeles, CA 90064

Phone 310.982.2720 | Fax
310.982.2719

Email info@indegliacarney.com
| www.indegliacarney.com

Larry Spirgel

Assistant Director

Securities and Exchange Commission

May 20, 2015

Page 2

Response: Eastside LLC and
Eurocan were introduced by an existing debt investor and creditor of Eurocan, Crystal Falls Investments, LLC (“Crystal
Falls”), who in turn was introduced to Eastside LLC by a mutual colleague.  In June, 2014, as Eurocan Holdings and
Eastside LLC were negotiating and structuring the merger transaction that ultimately closed on October 31, 2014, Eastside LLC
was seeking interim short-term capital in the form of a bridge loan. For operational reasons, time was of the essence.
Eastside LLC asked Crystal Falls to provide a bridge loan of 150,000. As stated above, Crystal Falls Investments, LLC was
already an existing debt investor and creditor in Eurocan and had introduced Eastside to Eurocan. After negotiations between
Eurocan, Eastside LLC, and Crystal Fall, on or about June 17, 2014, Eurocan loaned $150,000 to Eastside LLC, which loan in
turn was financed by the issuance of a demand loan by Eurocan to Crystal Falls. The loan was made as a bridge loan in
anticipation of the transaction contemplated by the letter of intent and the agreement and plan of merger. The parties
negotiated to structure the bridge loan as a loan from Crystal Falls to Eurocan and then as a loan from Eurocan to Eastside.
The business purposes of structuring the loans in this manner were two-fold. First, Crystal Falls was already a debt investor
and creditor of Eurocan and preferred to make an additional investment in a company in which it had already invested, rather
than a new investment in a different issuer. This facilitated the transaction documentation and the due diligence
investigation, as time was of the essence in the making of the bridge loan. Second, Crystal Falls preferred to invest in an
issuer whose common stock was already publicly traded, rather than in a privately held LLC. In accordance with these two
investment criteria, Crystal Falls, Eurocan, and Eastside LLC negotiated to have Crystal Falls purchase the demand note from
Eurocan and then have Eurocan loan the proceeds to Eastside LLC.

The original promissory note dated June
13, 2014 and attached as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2014 incorrectly
identified Crystal Falls as “Crystal Falls Llc” instead of “Crystal Falls Investments, LLC” as a result
of error in drafting. This mistake was corrected in the amended note dated September 19, 2014, which note was filed as an Exhibit
to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2014. In addition, as time was of the essence,
the parties agreed to have Eurocan issue a demand note to Crystal Falls initially in order to provide the parties additional time
to negotiate the remaining terms of the loan in good faith. These negotiations continued until around September 19, 2014, at which
point, in lieu of Crystal Falls demanding repayment of the note, Eurocan and Crystal Falls amended the note to contain the terms
set forth in the 5% Convertible Note dated September 19, 2014. The new terms, including interest, conversion rights, a maturity
date, and a pre-payment penalty were negotiated between Eurocan and Crystal Falls. The promissory note from Eastside LLC to Eurocan
was incorrectly titled as a convertible promissory note due to an error in drafting. As the note is not convertible on its terms,
the parties do not see any need to incur the cost and expense of re-drafting the note.

Appropriate disclosure reflecting the above
has been included in the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2015.

In addition the Company intends to revise
the disclosure on page 30 of its Registration Statement on Form S-1 to reflect that it was the demand note that was amended, as
follows:

“On June 13, 2014, we issued a demand
note in the amount of approximately $150,000, which note was amended on September 19, 2014 to be a 5% convertible note. The amended
note bears interest at 5% per annum and has a maturity date of June 13, 2015. The amended note may be converted into shares of
our common stock at a fixed conversion price of $0.40 per share. This amended note may be prepaid upon payment of 150% of the outstanding
principal amount to the holder.”

The disclosure in the Company’s Registration
Statement on Form S-1 incorrectly identified the original loan to Crystal Falls as a convertible note. This reference was not contained
in the Company’s 10-K filing.

Larry Spirgel

Assistant Director

Securities and Exchange Commission

May 20, 2015

Page 3

Notes to Consolidated Financial Statements

Note 3. Acquisition, page F-12

 2. Please expand your disclosure either here or in another footnote
to disclose the impact on your financial statements of the spinoff of MWWD.

Response:  The Company has
added additional disclosure in Note 1 to its financial statements contained in its quarterly report on Form 10-Q for the
period ended March 31, 2015 to expand the disclosure on the impact on its financial statements for the spinoff of MWWD to
state that, the Company recorded a net gain of approximately $50,000 on February 3, 2015,
which was primarily the result of the transfer of net liabilities to Michael Williams. Similar disclosure is included in “Management’s Discussion and Analysis” under the heading
entitled “Spin-Off of MWWD.”

Note 8, Income Taxes, page F-14

 3. Please tell us your basis for your disclosure that at December 31,
2014, you had federal and state net operating loss carryforwards (NOLs) of approximately $367,000 and $366,000, respectively, to
offset against future income for federal and state tax purposes. We note that these probably related to Eurocan and may be affected
by the change in control resulting from the merger.

Response: On behalf of the Company,
please be advised that the federal and state net operating loss carryforwards (NOLs) of approximately $367,000 and $366,000, respectively,
as of December 31, 2014 relate solely to Eastside’s federal and state tax loss incurred for the year ended December 31, 2014.
Any NOLs from Eurocan incurred prior to the merger with Eastside were not factored into these figures.

The Company acknowledges in a separate letter of even date herewith
that:

 · the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

 · staff comments or changes to disclosure in response to staff comments do not foreclose the Commission
from taking any action with respect to the filing; and

 · the Company may not assert staff comments as a defense in any proceeding initiated by the Commission
or any person under the federal securities laws of the United States.

Please advise us as
soon as possible if the staff has any further comments relating to foregoing.  You can contact the undersigned at (310) 982-2720.
Thank you in advance for your courtesy and cooperation.

    Very truly yours,

    Indeglia

    &Carney
LLP

    /s/ Gregory R. Carney

    Gregory R. Carney

cc:
Eastside Distilling, Inc.

CORRESP
1
filename1.htm

EASTSIDE
DISTILLING, INC.

1805
SE Martin Luther King Jr. Blvd.

Portland,
Oregon 97214

May
20, 2015

Larry Spirgel

Assistant
Director

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
DC 20549

 Re: Eastside
                                         Distilling, Inc. (the “Company”)

Form
10-K for the Year Ended December 31, 2014

Filed
March 31, 2015, as amended April 1, 2015

File
No. 000-54959

Dear
Mr. Spirgel:

In
connection with the Company’s response to the comments of the staff (the “Staff”) delivered by way of
it letter dated April 17, 2015 (the “Comment Letter”) being delivered by our legal counsel concurrent herewith,
we hereby acknowledge that:

 1. The
                                         Company is responsible for the adequacy and accuracy of the disclosure in the filing;

 2. Staff
                                         comments or changes to disclosure in response to Staff comments do not foreclose the
                                         Commission from taking any action with respect to the filing ; and

 3. the
                                         Company may not assert Staff comments as a defense in any proceeding initiated by the
                                         Commission or any person under the federal securities laws of the United States.

    Very
truly yours,

    Eastside
Distilling, Inc.

    By: /s/ Steven Earles

    Steven
Earles

    Chief
Executive Officer

April 17 , 2015

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

Re: Eastside Distilling, Inc.
Form 10 -K for the Year Ended December 31, 2014
Filed March 3 1, 2015, as amended April 1, 2015
  File No. 000 -54959

We have reviewed your filing an d have the following comments.  Please comply with the
following comments in future filings.  Confirm in writing that you will do so and explain to us
how you intend to comply.   In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your r esponse.

After reviewing your response to these  comments, we may have  additional comments.

Liquidity and Capital Resources, page 28

1. We note your disclosure on page 28 regarding the $150,000  loan between Eurocan
Holdings Ltd. and Eastside Distilling, LLC on June 13, 2014.  Please  also provide
disclosure about the $150,000 non -interest bearing, unsecured, demand loan from Crystal
Falls LLC to Eurocan Holdings, Ltd. made on t he same date.  Disclose any relationship
between the parties to the loans and the role of Crystal Falls LLC in the reverse merger
transaction.  Disclose why Eurocan Holdings Ltd. took out a loan to provide the loan to
Eastside Distilling, LLC.  Explain the  business purpose of structuring the loans in this
manner.  Explain why the loan from Crystal Falls  LLC was amended to add new terms
including interest, conversion rights, a maturity date and a pre -payment penalty .  Also
explain why the promissory note fro m Eastside Distilling, LLC was stated to be
convertible when it was non -convertible and why the original demand note references
Crystal Falls LLC, but the amended note now refers to Crystal Falls Investment LLC.

Steven Earles
Eastside Distilling , Inc.
April 17 , 2015
Page 2

 Notes to Consolidated Financial Statem ents
Note 3.  Acquisition, page F -12

2. Please  expand your disclosure either here or in another footnote to disclose the impact on
your financial statements of the spinoff of MWWD.

Note 8.  Income Taxes, page F -14

3. Please tell us your basis for your disclosure that at December 31, 2014, you had federal
and state net operating loss carryforwards (NOLs) of approximately $367,000 and
$366,000, respectively, to offset against future income for federal and state tax purpo ses.
We note that these probably related to Eurocan and may be affected by the change in
control resulting from the merger.

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 Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny 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.

 In responding to our comments, please provide  a written statement from the co mpany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;
 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect t o the filing; and
 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

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,

 Kathleen Krebs, for

Larry Spirgel
Assistant Director

cc: Greg Carney
Indeglia & Carney, LLP

CORRESP
1
filename1.htm

April 8, 2015

Larry Spirgel

Assistant Director

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

 Re: Eastside Distilling,
                                         Inc.

Registration Statement on
Form S-1

Filed February 11, 2015

File No. 333-202033

Dear Ms. Parker:

On behalf of our client,
Eastside Distilling, Inc., a Nevada corporation (the “Company”), we are filing herewith an Amendment No. 1
(the “Amendment”) to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange
Commission (the “Commission”) on February 11, 2015 (as amended, the “Registration Statement”).
The Amendment has been prepared in response to the comments of the staff (the “Staff”) delivered by way of
it letter dated March 10, 2015 (the “Comment Letter”).  Set forth below are the Company’s responses
to the Staff’s comments, numbered in a manner to correspond to the order which the Staff’s comments were delivered.
For your convenience, we have included the original comments numbered 1-9 and 17 from the Comment Letter in their entirety.

Please
be advised that based on a March 31, 2015 telephone conversation with Sharon Virga, Staff Accountant, it was determined and agreed
that since the acquisition with Eastside Distilling LLC and the spin-off of the operations of MWW are both reflected in the Company’s
audited financial statements for the year ended December 31, 2014—pro forma financial statements are not required.
As such, there are no separate responses to comments 10-16 related to the Unaudited Pro Forma Condensed Consolidated Financial
Statements contained in the Registration Statement filed on February 11, 2015. And specifically, with respect to Comment 14 (as
also discussed with Ms. Virga in the March 31, 2015 call), for the ten months ended October 31, 2014, during which the
Company was a limited liability company (the “LLC”), the LLC incurred a net loss and the book and tax provision
would be nil, and in 2013, the LLC had book income of approximately $87,000 for which a proforma tax provision would be less than
$25,000, an amount that is not deemed material.

11900
W. Olympic Blvd., Suite 770, Los Angeles, CA 90064

Phone
310.982.2720 | Fax 310.982.2719

Email
info@indegliacarney.com | www.indegliacarney.com

Larry Spirgel

Assistant Director

Securities and Exchange Commission

April 8, 2015

Page 2

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.

Response: The Company’s audited financial statements
for the fiscal year ended December 31, 2104 are included I the Amendment.

Prospectus cover page

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

Response: In response to the Staff’s comment,
the requested disclosure is included in the Amendment.

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.

Response: In response to the Staffs comment, expanded
disclosure has been included in the Summary section describing the Company's current business following the reverse merger and
spin-off under the subheading "Our Business Following the Acquisition of Eastside Distilling LLC and Spin-Off of MWW ."

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.

Response:  In response to the Staff’s comment,
the requested disclosure has been included in the Amendment.

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.”

Response: In response
to the Staff’s comment, the requested disclosure has been included in the Amendment.

Larry Spirgel

Assistant Director

Securities and Exchange Commission

April 8, 2015

Page 3

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 for additional
                                         capital.

Response: Please be advised that the Company has adjusted
its capital needs requirement to $3.5 million. The Company has quantified and clarified its need for this additional capital in
the Amendment.

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.

Response: In response to the Staff’s comment,
the requested clarification has been included in the Amendment.

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.

Response: The disclosure in the Amendment clarifies
that the registrant had 40 million shares outstanding upon consummation of the merger agreement on October 31, 2014.

Eastside Distilling LLC – Liquidity and Capital Resources,
page 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 relationships between the two companies prior to the consummation
                                         of the acquisition. File the loan agreement as an exhibit.

Response: At the time of the loan, there was a letter
of intent between Eurocan and Eastside related to the acquisition. The loan was made as a bridge loan in anticipation of the acquisition.
Disclosure detailing this relationship is included in the Amendment. Please be advised that the note evidencing the subject loan
was filed as Exhibit 10.2 to the registrant’s quarterly report for the period ended June 30, 2014 and is incorporated into
the Registration Statement by reference as Exhibit 4.2. An appropriate notation has been included in the Exhibit index.

Larry Spirgel

Assistant Director

Securities and Exchange Commission

April 8, 2015

Page 4

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.

Response: In response to the Staff’s comment,
please be advised that this agreement was filed as Exhibit 10.11 to the registrants annual report on Form 10-K for the year ended
December 31, 2014 and is incorporated into the Registration Statement by reference as Exhibit 10.11. An appropriate notation has
been included in the Exhibit index.

Please advise us as
soon as possible if the staff has any further comments relating to the Registration Statement or the Amendment.  You can
contact the undersigned at (310) 982-2720.  Thank you in advance for your courtesy and cooperation.

    Very truly yours,

    /s/ Gregory R. Carney

    Gregory R. Carney

Enclosure

 cc: Eastside Distilling, Inc.

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

CORRESP
1
filename1.htm

August 8, 2012

Via EDGAR

Larry Spirgel

Assistant Director

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-4628

    Re:
    Eurocan Holdings Ltd.

    Registration Statement on Form S-1

    filed November 14, 2011

    File No. 333-177918

Dear Mr. Spirgel:

We hereby respectfully request, in accordance with Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended, that the effective date of the above-captioned Registration
Statement be accelerated so that the same will become effective on August 9, 2012 at 4:30 p.m. (Eastern Time) or as soon as practicable
thereafter.

We acknowledge that if the Commission or the staff, acting pursuant
to delegated authority, declares the filing effective, it will not foreclose the Commission from taking any action with respect
to the filing.

We further acknowledge that the action of the Commission or the
staff, acting pursuant to delegated authority in declaring the filing effective, will not relieve the Company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing.

We further acknowledge that the Company may not assert this action
as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Yours very truly,

/s/ Michael Williams

Michael Williams

President

July 17, 2012

Via E -mail
Michael Williams
President and Chief Executive Officer
Eurocan Holdings Ltd.
1 Union Square West, Suite 610
New York, New York 10003

Re: Eurocan Holdings Ltd.
Amendment No. 2  to Registration Statement on Form S -1
Filed July 12 , 2011
  File No. 333 -177918

Dear Mr. Williams :

We have reviewed you’re 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.

General

1. We note your changes made in response to comment 1 in our letter dated February 23,
2012.  Please further revise to make clear that a market maker, not the company, must file
an appli cation to have the company’s common stock quoted on the OTC BB and the
likelihood that the company will be successful in securing a market maker to do so .

2. Since you appear to qualify as an “emerging growth company,” as defined in the
Jumpstart Our Busines s Startups Act, please disclose on your prospectus cover page that
you are an emerging growth company, and revise your prospectus to:
 Describe how and when a company may lose emerging growth company status;
 Briefly describe the various exemptions that are available to you, such as exemptions
from Section 404(b) of the Sarbanes -Oxley Act of 2002 and Section 14A(a) and (b)
of the Securities Exchange Act of 1934; and

Michael Williams
Eurocan Holdings Ltd.
July 17, 2012
Page 2

 State your election under Section 107(b) of the JOBS Act:
o If you have elected to opt out of the extended transition period for complying
with new or revised accounting standards pursuant to Section 107(b), include
a statement that the election is irrevocable; or
o If you have elected to use the extended transition period for complying with
new or rev ised accounting standards under Section 102(b)(1), provide a risk
factor explaining that this election allows you to delay the adoption of new or
revised accounting standards that have different effective dates for public and
private companies until those standards apply to private companies.  Please
state in your risk factor that, as a result of this election, your financial
statements may not be comparable to companies that comply with public
company effective dates.  Include a similar statement in your c ritical
accounting policy disclosures.

In addition, consider describing the extent to which any of these exemptions are available
to you as a Smaller Reporting Company.

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 Securitie s 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 of the
registration stat ement.

You may contact Claire DeLabar , Staff Accountant,  at (202) 551 -3349 or Terry French ,
Accountant  Branch Chief , at (202) 551 -3828 if you have questions regarding the financial
statements and related matters.  Please contact Gregory Dundas, Attor ney-Advisor,  at (202 ) 551-
3436, or me at (202) 551 -3810  with any other questions.

Sincerely,

 /s/ Larry Spirgel

 Larry Spirgel
 Assistant Director

February 23, 2012
 Via E-mail

Michael Williams President and Chief Executive Officer Eurocan Holdings Ltd. 1 Union Square West, Suite 610 New York, New York 10003
Re: Eurocan Holdings Ltd.
Amendment No. 1 to Registrati on Statement on Form S-1
Filed February 17, 2012
  File No. 333-177918

Dear Mr. Williams:

We have reviewed your amended registra tion 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 re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 General

 1. We note your response to comment 2 in our  letter dated December 2, 2011.  Note,
however, that we do not consider quotation on the OTC Markets system, in contrast to
the OTC BB, to be indicative of a structured market, and therefore such stocks cannot be
sold “at prevailing market prices.”  Please revise your disclosure accordingly.  If you
anticipate being quoted only on the OTC Market s system, revise to state on the cover
page and throughout the filing that all shares will be priced at $0.01 cent (or whatever
alternative price is determined).

2. Please update your executive comp ensation disclosure for 2011.

Michael Williams Eurocan Holdings Ltd. February 23, 2012 Page 2

 Management’s Discussion and Analysis, page 18

 Our Plan of Operation, page 19

 3. We note your response to comment nine from  our letter dated December 5, 2011.  We
note that the discussion on page 17 still states  that your cash flows from operations and
your available capital will be sufficient to ma intain your current level of operations for
the next 12 months.  Please revise the discussion to explain how you will meet your
liquidity needs for the next 12 months in light of the conclusion in the Report of Independent Registered Acc ounting Firm on page F-2 that  there is substantial doubt
about your ability to continue as a going concern.
 Financial Statements

 4. Update the audited financial statements and other financial information in the filing to
include the fiscal year ended December 31, 2011, since you report a net loss before taxes
in 2010 and 2009.  Please refer to the guida nce in Rule 8-08 of Regulation S-X.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 You may contact Claire DeLa bar, Staff Accountant, at (202) 551-3349 or Terry French,
Accountant Branch Chief, at (202) 551-3828 if you have questions regarding comments on the
financial statements and related matters.  Plea se contact Gregory Dundas,  Attorney-Advisor, at
(202) 551-3436, or me at (202) 551 -3810 with any other questions.

Sincerely,
   /s/ Larry Spirgel   Larry Spirgel  Assistant Director

December 5, 2011
 Via E-mail

Michael Williams President and Chief Executive Officer Eurocan Holdings Ltd. 1 Union Square West, Suite 610 New York, New York 10003
Re: Eurocan Holdings Ltd.
Registration Statement on Form S-1 Filed November 14, 2011
  File No. 333-177918

Dear Mr. Williams:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de 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 re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 General

 1. Please tell us the nature and timing of th e transactions throug h which the selling
shareholders acquired their shares.
 Prospectus Cover Page

 2. Until your common shares are quoted on the OTCBB, selling stockholders may only sell
their shares in this offering at a fixed price.  Please revise to disclose the fixed price.
Revise to make clear that only after your common stock is quoted on the OTCBB may
the selling stockholders sell their shares at prices and on terms that will be determined by
the then-prevailing market pri ce or at negotiated prices.  Revise throughout the document
to conform your disclosure.

Michael Williams Eurocan Holdings Ltd. December 5, 2011 Page 2

 Selling Stockholders, page 10

 3. Please revise the table to indi cate all shares beneficially held by each stockholder.  We
note a Michael Williams who is listed as be neficially holding 790,000 shares, while the
ninth risk factor states that Michael W illiams the CEO holds 47% of all outstanding
shares.  Please revise to disc lose his full beneficial holdings.

Description of Business, page 12

Overview, page 13
 4. Please revise to disclose the basis for your  claims that your marketing campaigns are
typically less expensive than traditional ma rketing campaigns and that effectiveness is
not compromised.  Also make clear, if true, that these claims appl y only to your digital
marketing campaigns and not to your use of traditional marketing methods.

Description of Our Services, page 13

 5. Please revise to clarify the basis for your claims that you use “the most effective
combination of platforms,” and that you ar e able to “achieve measurable results.”

6. Please revise to avoid comp aring yourself only to thos e of your competitors who
exclusively use traditional, non-di gital platforms.  Do the same in the last sentence of the
first paragraph under “Our Plan of Operation,” on page 19.
 Employees, page 18

 7. We note your statement that you have no permanent staff other than Michael Williams
the CEO.  Please tell us in your response w hy the corporate secret ary, Daniela Anastasio,
is not mentioned here as a permanent staff member.
 Results of Operations

 8. Please discuss your current backlog, incl uding the number and amount of contracts
entered into but not yet started.

Management’s Discussion and Analysis, page 18

 Our Plan of Operation, page 19

 9. Please expand the discussion to explain the ba sis for your conclusion that your cash flows
from operations and your available capital will  be sufficient to maintain your current
level of operations for the next 12 months in  light of the conclusion in the Report of
Independent Registered Acc ounting Firm on page F-2 that  there is substantial doubt
about your ability to continue as a going concern.

Michael Williams Eurocan Holdings Ltd. December 5, 2011 Page 3

Six Months Ended June 30, 2011 Compared to the Six Months Ended June 30, 2010, page 20

 10. Please expand the discussion to explain the reasons for the decrease in management fees
and increase in professional fees from 2010 to 2011.
 Financial Statements

 11. Update the financial statements and other fina ncial information in the filing to include the
interim period ended September 30, 2011.  Please refer to the guidance in Rule 8-08 of
Regulation S-X.
 Exhibits

 12. Please file a revised consent from your independent regist ered accounting firm that is
reformatted so that the consent language is not obscured by the lett erhead of the firm.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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 a nd 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 re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow

Michael Williams Eurocan Holdings Ltd. December 5, 2011 Page 4

 adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 You may contact Claire DeLa bar, Staff Accountant, at (202) 551-3349 or Terry French,
Accountant Branch Chief, at (202) 551-3828 if you have questions regarding comments on the
financial statements and related matters.  Plea se contact Gregory Dundas,  Attorney-Advisor, at
(202) 551-3436, or me at (202) 551 -3810 with any other questions.

Sincerely,
   /s/ Larry Spirgel   Larry Spirgel  Assistant Director