SecProbe.io

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 June 30, 2025

Nicolas Link
Chief Executive Officer
Ilustrato Pictures International, Inc.
26 Broadway, Suite 934
New York, NY 10004

 Re: Ilustrato Pictures International, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2023
 Forms 10-Q for the Fiscal Quarters Ended March 31, 2024 and June
30, 2024
 Form 8-K/A Furnished August 23, 2024
 File No. 000-56487
Dear Nicolas Link:

 We issued comments on the above captioned filings on October 22, 2024.
On May 7,
2025, we issued a follow-up letter informing you that comments remained
outstanding and
unresolved, and absent a substantive response, we would act consistent with our
obligations
under the federal securities laws.

 As you have not provided a substantive response, we are terminating our
review and
will take further steps as we deem appropriate. These steps include releasing
publicly,
through the agency's EDGAR system, all correspondence, including this letter,
relating to the
review of your filings, consistent with the staff's decision to publicly
release comment and
response letters relating to disclosure filings it has reviewed.

 Please contact Stephany Yang at 202-551-3167 or Claire Erlanger at
202-551-3301
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 ILUSTRATO
 PICTURES INTERNATIONAL INC.
 26
 Broadway
 Suite
 934
 New
 York
 NY
 10004

 May
19, 2025

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Manufacturing

 Washington,
D.C. 20549

 Dear
Sir or Madam,

 Re.:
Ilustrato Pictures International Inc.

 In
response to your letter dated May 7, 2025, we wish to acknowledge receipt of your correspondence and confirm that we have engaged in
ongoing communication with your representatives via telephone. We are actively working to rectify and file the correct and amended filings
where necessary.

 To
this end, we have recently engaged Winston & Strawn LLP, a globally renowned law firm with extensive expertise in securities filings,
to assist us in addressing these matters.

 We
apologize for the delays encountered. As previously discussed with your colleagues, our corporate structure involves numerous subsidiary
companies listed on the OTC Markets, all of which are subject to audits and reporting requirements. Recently, two subsidiaries encountered
complications impacting our compliance timeline:

 ● SAML:
 This subsidiary required amendments as requested by the SEC, and we are currently processing
 and re-auditing two years of financial statements. Once completed, we will submit the corrected
 and amended filings for this period.

 ● QIND:
 This subsidiary was sold at the end of 2024 to a NASDAQ-listed company, resulting in
 a cessation of consolidation during the quarter in which the sale occurred. This sale impacted
 the two-year audit process for QIND and temporarily prevented ILUS from consolidating its
 financial statements. Additionally, ILUS transitioned its auditor from Pipara & Co LLP
 to Bush & Associates and has been diligently working on re-auditing its two-year financials.
 Due to the complexities introduced by the subsidiaries' transactions, these audits
 must be finalized, corrected, and re-issued prior to ILUS completing its own audits.

 We
remain committed to completing these audits and submitting the necessary filings as promptly as possible. To ensure accuracy and compliance,
we have engaged both an accounting advisor and a disclosures advisor to assist in preparing comprehensive, compliant financial statements
and disclosures acceptable to the SEC.

 We
appreciate your patience and understanding, and we anticipate submitting the required filings in due course.

 Thank
you for your attention to this matter.

 Kind
Regards

 Mr
Nicolas Link

 CEO

 +1
 (917) 522 3202

 info@ilus-group.com
 Registration
 No. NV20101310973

<DOCUMENT>
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<FILENAME>filename2.txt
<TEXT>
 May 7, 2025

Nicolas Link
Chief Executive Officer
Ilustrato Pictures International, Inc.
26 Broadway, Suite 934
New York, NY 10004

 Re: Ilustrato Pictures International, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2023
 Forms 10-Q for the Fiscal Quarters Ended March 31, 2024 and June
30, 2024
 Form 8-K/A Furnished August 23, 2024
 File No. 000-56487
Dear Nicolas Link:

 We issued comments to you on the above captioned filings on October 22,
2024. As
of the date of this letter, these comments remain outstanding and unresolved.
We expect you
to provide a complete, substantive response to these comments by May 20, 2025.

 If you do not respond, we will, consistent with our obligations under
the federal
securities laws, decide how we will seek to resolve material outstanding
comments and
complete our review of your filings and your disclosure. Among other things, we
may decide
to release publicly, through the agency's EDGAR system, all correspondence,
including this
letter, relating to the review of your filings, consistent with the staff's
decision to publicly
release comment and response letters relating to disclosure filings it has
reviewed.

 Please contact Stephany Yang at 202-551-3167 or Claire Erlanger at
202-551-3301
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

October 22, 2024
Nicolas Link
Chief Executive Officer
Ilustrato Pictures International, Inc.
26 Broadway, Suite 934
New York, NY 10004
Re:Ilustrato Pictures International, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2023
Forms 10-Q for the Fiscal Quarters Ended March 31, 2024 and June 30, 2024
Form 8-K/A Furnished August 23, 2024
File No. 000-56487
Dear Nicolas Link:
            We have limited our review of your filing to the financial statements and related
disclosures 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.
Form 10-Q for the Fiscal Period Ended March 31, 2024
Consolidated Statements of Operations, page F-2
1.Revise the statements of operations to present depreciation and amortization as a
component of Profit/loss from operations. Refer to the guidance in ASC 360-10 and
SAB Topic 11.B.
Consolidated Statements of Stockholders' Equity, page F-3
2.Please explain to us what the changes in retained earnings of $4,195,517 in the
accumulated deficit column and the capital reserve of $5,520,733 in 2023 represent.
Consolidated Statements of Cash Flows, page F-4
We note that you present captions and corresponding amounts for "changes in non-
current assets" and "changes in non-current liabilities" in cash flows from investing
activities and "additional paid-in capital" and "changes in retained earnings" in cash 3.

October 22, 2024
Page 2
flows from financing activities. Please tell us why you present these amounts, how
they represent investment and financing activities of the registrant, respectively, and
how your presentation is compliant with ASC 230-10-45. Alternatively, revise to
present a statement that fully complies with that guidance.
4.Revise to correctly and clearly label the consolidated statements of cash
flows "unaudited".  Further, include that label on each of the primary financial
statements and on the first page of the notes to financial statements.
Note 1: Organization, History and Business, page F-5
5.We note the disclosure on page F-7 relating to (i) your acquisition of a 91.5% interest
in Samsara Luggage on January 5, 2024, (ii) your acquisition of a 51% interest in Al
Shola Gas on March 27, 2024, and (iii) that you undertook a reorganization of certain
of your subsidiaries in a transaction between entities under common control on
February 23, 2024. Revise the financial statements to include a note describing your
accounting for each of these transactions and provide all applicable disclosures
required by ASC 805-20-50 and ASC 805-50-50.
6.Disclose the material terms of each transaction and the consideration exchanged, or
the timing and payment terms of the consideration to be paid in the future. In addition,
tell us and disclose in the note the acquisition date of each transaction and disclose
whether that was also the date on which the transaction was consummated or closed -
i.e., the date on which you legally transferred consideration for the entity, acquired its
assets, and assumed the liabilities of the entity. Disclose the amount and type of
consideration transferred at consummation date and any unpaid "fixed" consideration
payable as well as contingent consideration at that date.  If the acquisition date differs
from the date on which you legally transferred consideration for the entity, please
discuss the factors and circumstances you considered pertinent in identifying the
acquisition date. See ASC 805-10-25-6.
7.Revise to clearly disclose the relationships between you and the selling shareholder(s)
of the entities before and after the closing of each acquisition. For example, we note
from the purchase agreements filed as exhibits to your filings that Al Shola Al Modea
Safety and Security LLC and Al Shola Gas may be related entities, and their selling
shareholders may now own the non-controlling interest in both of these consolidated
entities. Also, provide all applicable related party disclosures pursuant to ASC 850-
10-50 and ASC 850-10-S50.
8.Tell us how you considered the impact of Clause 9.14 -Termination of the AI Shola
Gas Stock Purchase Agreement in your determination of an acquisition date and your
accounting for the transaction. It appears that pursuant to that clause, either party has
the right to terminate the agreement until each party has fulfilled all its obligations,
and we note that your payment obligations under the agreement is spread over a
twenty-four month period. Tell us whether your other acquisition agreements in the
reported periods included similar terms and how you considered those terms in your
accounting for the transactions.
We note the disclosure on page F-14 that Al Shola Gas will be consolidated from
January 1, 2024, but from page F-7 we note that the definitive stock purchase
agreement to acquire that entity was signed on March 27, 2024. Please tell us why it is 9.

October 22, 2024
Page 3
appropriate to consolidate Al Shola Gas from January 1, 2024.
Note 4: Non-Current Assets
Long term investments, page F-15
10.Please revise this note to describe the investment in Wikisoft of $6,555,755 and long
term investment of $4,573,27 presented in the table, including the date on which you
acquired the investment, the amount of the initial investment and, as applicable, the
number shares and percentage ownership you hold. Explain how you are accounting
for each investment. To the extent you account for any at fair value, disclose your fair
value methodology and the amount of related gain or loss you recorded on your
statements of operations in each annual period presented.
Form 10-Q for the Fiscal Period Ended June 30, 2024
General
11.We note from the explanatory note that this Form 10-Q was not reviewed by your
independent public accounting firm prior to filing because the firm was recently
engaged. Please amend the filing after your independent registered public accounting
firm has performed its review. Consistent with Rules 8-03 and 10-01(d) of Regulation
S-X include the review report of your independent registered public accounting firm
in that amendment.
12.Please amend your Forms 10-Q for the quarterly periods ended March 31, 2024 and
June 30, 2024, respectively, to address all comments issued above on your Form 10-K
for the year ended December 31, 2023.
Form 8-K/A Furnished August 23, 2024
Item 4.01 Changes in Registrant's Certifying Accountant, page 1
13.We note your disclosures that there were no disagreements with your former
accountant, and there were no reportable events other than the Company’s
management's conclusion that disclosure controls and procedures were effective as of
December 31, 2023. Please describe this reportable event to us in more detail and
confirm it did not represent a disagreement with the former accountant. Refer to Items
304(a)(1)(iv)-(v) of Regulation S-K.  Amend the filing to clarify the disclosure, as
appropriate.
14.Please amend the filing to include all disclosures regarding the engagement of your
new independent accountant required by Item 304(a)(2) of Regulation S-K.
Form 10-K for the Fiscal Year Ended December 31, 2023
Business, page 1
Please provide sufficient information for us to evaluate why you would not be an
investment company under the Investment Company Act of 1940. Please provide
a detailed explanation regarding whether the company could be considered an
investment company under the 1940 Act.  Also, please provide a detailed analysis as
to how your acquisition strategy will not cause you to be an investment company 15.

October 22, 2024
Page 4
under the 1940 Act.
16.Please ensure that you update the disclosure in this section to the extent applicable.
For example, we note the disclosure:

•in the table on page 15 about payments if targets are achieved through  December
31, 2022;
•in the table on page 16 about payments if performance thresholds
are achieved through  December 31, 2022 ; and
•in the table on page 18 about payments if targets and performance indices are met
in 2023.

As another example, we note that the Business section does not include information
concerning your February 20, 2024 press release that "On February 16, 2024, the
Company signed a letter of intent with a British company which has manufacturing
and assembly facilities in the United Arab Emirates from which it manufactures and
supplies autonomous vehicles as well as defense and public safety solutions. The
definitive agreement is expected to be signed in the first quarter of 2024 and is
currently intended to be structured as an equity deal of $3,000,000 with a mutually
agreed leak out agreement which is expected to come into effect sometime after the
intended in-progress business combination agreement with a NASDAQ company is
effective."
Risk Factors, page 27
17.Please ensure that you update the disclosure in this section to the extent applicable.
For example, we note the following:

•The risk factor on page 38 about "Section 404 of the Sarbanes-Oxley Act requires
annual management assessments of the effectiveness of [y]our internal controls
over financial reporting" is identical to the disclosure on page 29 of your Form
10-12G filed on October 19, 2022 that automatically went effective in December
2022. However, it appears that your Form 10-K for the fiscal year ended
December 31, 2023 represents your second annual report. Since you did not
include in your annual report the report of management on your internal control
over financial reporting as required by Item 308(a) of Regulation S-K, it appears
the risk factor should highlight that you did not include the report of management
on your internal control over financial reporting.

•The risk factor beginning on page 49 about "Almost all of ILUS’s operations are
conducted, and almost of its assets are, as at the date of this document, located in
the UAE" is identical to the disclosure beginning on page 52 of your amended
Form 10-12G filed on September 12, 2023. However, it is unclear if almost all of
your operations are still conducted, and almost all of your assets are still
located in the UAE given the disclosure on page 3 that the purchase agreement
with Quality International was terminated.

October 22, 2024
Page 5
Legal Proceedings, page 52
18.Please ensure that you provide the disclosure required by Item 103 of Regulation S-K,
such as disclosure on page 53 about the "new motion seeking a monetary judgment in
Black Ice’s in the amount of $3.772 million for the historic note with a principal
amount of $4,000."  Also, ensure that risk factor disclosure about legal proceedings is
consistent with disclosure in the Legal Proceedings section. For example, we
note disclosure: (1) on page 36 that the action commenced by Black Ice Advisors LLC
"has received a trial date for March 8, 2024" whereas the disclosure on page 53 about
the action commenced by Black Ice Advisors mentions that "The company is
currently trying to conclude a settlement agreement. A hearing date set for September
2024 if a settlement is unable to be negotiated;" and (2) on page 36 concerning the
former CEO that "We are in the process of a settlement discussion and have obtained
an extension of time to respond while this process occurs" whereas the disclosure on
page 53 about the former CEO mentions that "the parties have discussed a tentative
discovery schedule and the possibility of a mediation and settlement
conference. Request for production of documents is due by April 19, 2024."
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations for the Years Ended December 31, 2023, and 2022, page 67
19.Please reconcile the difference between the revenue for the year ended December 31,
2022 of $12,740,458 on the restated consolidated statement of operations on page F-5
and the revenue of the Emergency & Response division of $5,610,749 for the same
period on pages 69 and F-17. Also reconcile the difference between the cost of
revenue on the restated consolidated statement of operations of $6,051,717 and the
amount for the Emergency & Response division of $4,153,849 for the same period.
Liquidity and Capital Resources, page 70
20.We note your disclosure on page F-34 that there is substantial doubt about the
Company's ability to continue as a going concern. Please revise Liquidity and Capital
Resources to provide consistent disclosures. Additionally highlight that your auditor
has expressed substantial doubt about your ability to continue as a going concern.
Cash Flow Summary, page 71
21.The operating cash flow discussion appears to be outdated and is not reflective of the
audited consolidated statements of cash flows on page F-8 and the audited
consolidated balance sheets on page F-4. In addition, you disclose that investing
activities provided cash in 2022 for acquisitions and the acquisition of non-current
assets for the operations of the business. The explanation does not appear to fully
address the fluctuations in investing cash flows. Please revise the section to eliminate
all inconsistent and confusing disclosure.
Changes in Internal Control Over Financial Reporting, page 73
Please revise to disclose any changes in your internal controls over financial reporting
that occurred during the year ended December 31, 2023. Disclose whether any of the
material weaknesses previously identified in your assessment at December 31, 2022 22.

October 22, 2024
Page 6
were remediated. If so, explain in detail the corrective actions you have taken and
procedures you have implemented to remediate them. Refer to Item 308(c) of
Regulation S-K.
Internal Control Over Financial Reporting, page 73
23.Amend your Form 10-K to provide management’s report on your internal control over
financial reporting, or ICFR, as of December 31, 2023 that complies fully with the
requirements of Item 308(a) of Regulation S-K. Please note that management is not
permitted to conclude that your ICFR is effective if there exists one or more material
weaknesses in your ICFR. In this regard, we note that in your Form 10-K for the fiscal
year ended December 31, 2022, you identified material weaknesses in your ICFR
stemming from your small staff, namely, (i) inadequate segregation of duties and
effective risk assessment; and (ii) insufficient written policies and procedures for
accounting and financial reporting with respect to the requirements and application of
both US GAAP and SEC guidelines, conditions that do not appear to have changed
during 2023.  Further, please note that the requirement to provide management's
annual report on ICFR is separate from the requirement in Item 307 of Regulation S-
K to disclose management’s conclusion on the effectiveness of the company’s
disclosure controls and procedures as of the end of the reporting period.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures , page 73
24.Tell us how you were able to conclude that your disclosure controls and procedures
were effective at December 31, 2023, considering that the Form 10-K was filed late,
you did not include management’s report on your internal control over financial
reporting as of December 31, 2023, and the multiple accounting and disclosure issues
identified in our comments. In addition, in your Form 10-K for the fiscal year ended
December 31, 2022, you concluded that your disclosure controls and procedures were
ineffective as of December 31, 2022 due to material weaknesses stemming from
your small staff, namely, (i) inadequate segregation of duties and effective risk
assessment; and (ii) insufficient written policies and procedures for accounting and
financial reporting with respect to the requirements and application of

September 26, 2024
Nicolas Link
Chief Executive Officer
Ilustrato Pictures International, Inc.
26 Broadway, Suite 934
New York, NY 10004
Re:Ilustrato Pictures International, Inc.
Amendment No. 6 to Registration Statement on Form 10-12G
Filed December 13, 2023
File No. 000-56487
Dear Nicolas Link:
            We issued comments on the above captioned filing on December 29, 2023.  On February
13, 2024,  we issued a follow-up letter informing you that comments remained outstanding and
unresolved, and absent a substantive response, we would act consistent with our obligations under
the federal securities laws.
            As you have not provided a substantive response, we are terminating our review and will
take further steps as we deem appropriate. These steps include releasing publicly, through the
agency's EDGAR system, all correspondence, including this letter, relating to the review of your
filing, consistent with the staff's decision to publicly release comment and response letters
relating to disclosure filings it has reviewed.
            Please contact Thomas Jones at 202-551-3602 or Jay Ingram at 202-551-3397 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
February 13, 2024
Nicolas Link
Chief Executive Officer
Ilustrato Pictures International, Inc.
26 Broadway, Suite 934
New York, NY 10004
Re:Ilustrato Pictures International, Inc.
Amendment No. 6 to Registration Statement on Form 10-12G
Filed December 13, 2023
File No. 000-56487
Dear Nicolas Link:
            We issued comments to you on the above captioned filing on December 29, 2023.  As of
the date of this letter, these comments remain outstanding and unresolved. We expect you to
provide a complete, substantive response to these comments by February 2, 2024.
            If you do not respond, we will, consistent with our obligations under the federal securities
laws, decide how we will seek to resolve material outstanding comments and complete our
review of your filing and your disclosure. Among other things, we may decide to release
publicly, through the agency's EDGAR system, all correspondence, including this letter, relating
to the review of your filings, consistent with the staff's decision to publicly release comment and
response letters relating to disclosure filings it has reviewed.
            Please contact Thomas Jones at 202-551-3602 or Jay Ingram at 202-551-3397 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
December 29, 2023
Nicolas Link
Chief Executive Officer
Ilustrato Pictures International, Inc.
26 Broadway, Suite 934
New York, NY 10004
Re:Ilustrato Pictures International, Inc.
Amendment No. 6 to Registration Statement on Form 10-12G
Filed December 13, 2023
File No. 000-56487
Dear Nicolas Link:
            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 and any amendment you may file in response to this letter,
we may have additional comments.  Unless we note otherwise, our references to prior comments
are to comments in our September 27, 2023 letter.
Amendment No. 6 to Registration Statement on Form 10-12G filed December 13, 2023
Business Overview, page 1
1.Your response to prior comment 1 does not provide sufficient information for us to
evaluate why you would not be an investment company under the Investment Company
Act of 1940.  Please provide a more detailed explanation regarding whether the company
could be considered an investment company under the 1940 Act.   Also, please provide a
more detailed analysis as to how your acquisition strategy will not cause you to be an
investment company under the 1940 Act.
Quality International Co. Ltd FCZ, page 19
2.Please revise the disclosure throughout this section to clarify whether references to "we"
and "our" are to Ilustrato Pictures International, Inc. or Quality Industrial Corp.  For
example, we note the disclosure on page 20 that "we issued to an accredited investor a
two-year convertible promissory note in the principal amount of $1,100,000 (the

 FirstName LastNameNicolas Link
 Comapany NameIlustrato Pictures International, Inc.
 December 29, 2023 Page 2
 FirstName LastNameNicolas Link
Ilustrato Pictures International, Inc.
December 29, 2023
Page 2
“August 2022 Note”). The August 2022 Note bears interest at 7% per annum. We have the
right to prepay the August 2022 Note at any time. All principal on the August 2022 Note
is convertible into shares of our common stock."  However, there is no disclosure
elsewhere in your document that you issued such a note in the principal amount of
$1,100,000.
3.We note your response to prior comment 6 and the second Whereas clause in the
Shareholder Guarantee filed as exhibit 2.17 that "WHEREAS, the Guarantors are also
guaranteeing that certain amount of the purchase consideration to be paid by QIND and
received by the Guarantors or the Company ... and be applied towards the settlement of
certain loans from the National Bank of Fujairah PJSC and/or the Company Legacy
Assets, as that is defined in the Share Purchase Agreement" and section 1 of exhibit 2.17.
Please disclose the amount of loans that are guaranteed and the relationship, if any,
between the guarantors and the National Bank of Fujairah PJSC.
4.Please disclose the amount of the "Company Legacy Assets" that are guaranteed.  In this
regard, we note the definition of "Company Legacy Assets" on page 1 of the Share
Purchase Agreement filed as exhibit 2.9.  Also, disclose the total amount of accounts
receivable and any other assets that are guaranteed by Gerab National Enterprises LLC. In
addition, disclose the relationship, if any between the guarantors and the customers of
Quality International Co. Ltd FCZ in which the balances owed from the accounts
receivable of such customers are guaranteed.
5.Please ensure that you have disclosed the material terms of the Share Purchase Agreement
and the Amended Share Purchase Agreement, such as the escrow provision in the
agreements are not discussed in your amended Form 10.  Also the documents, such as the
escrow agreement, mentioned on page 13 of the Share Purchase Agreement are missing.
Please revise accordingly.
6.We note the disclosure in the last paragraph on page 21 about two board seats of Quality
International.  Please also discuss the operational control of Quality International, such as
whether Quality Industrial currently has full voting and managerial control over Quality
International, or if certain milestones or other conditions in the purchase agreement must
be met first.
Legal Proceedings, page 32
7.We note your response to prior comment 2.  Please ensure that you provided the
disclosure required by Item 103 of Regulation S-K, such as the disclosure on page 33
about the "new motion seeking a monetary judgment in Black Ice’s in the amount of
$3.772 million for the historic note with a principal amount of $4,000."
Risk Factors, page 35
8.We note the new disclosure on pages 20-21 about the revised payment
arrangement. Please include a risk factor to address the risk to you if Quality Industrial is

 FirstName LastNameNicolas Link
 Comapany NameIlustrato Pictures International, Inc.
 December 29, 2023 Page 3
 FirstName LastName
Nicolas Link
Ilustrato Pictures International, Inc.
December 29, 2023
Page 3
unable to make timely payments under the Share Purchase Agreement and the transaction
is terminated by Quality International.  Regarding the $5 million tranche payment due on
September 15, 2023 and the $73.5 million tranche payment due on or before November
30, 2023 that have not been paid, revise the appropriate section to clarify whether Quality
Industrial has any arrangements for additional funding to make the payments.
Liquidity and Capital Resources, page 72
9.The operating cash flow discussion in the fourth paragraph of page 72 appears to be
outdated and is not reflective of the audited consolidated statements of cash flows on page
F-8. In addition, we note that you have included another discussion of operating cash
flows in the sixth paragraph, immediately following the table, which also incorrectly
refers to net cash provided by operating activities in the year 2021 instead of net cash
used.  Please revise the section to eliminate all inconsistent and confusing disclosure.
Report of Independent Registered Public Accounting Firm, page F-2
10.We note that your auditor refers to relying on the work of the auditors of Quality
International Inc. Ltd FZC for fiscal year 2022 in forming its opinion. Please file the audit
report of the other auditors in the filing, as required by Rule 2-05 of Regulation S-X. Also
note that, in accordance with Rule 2-02 of Regulation S-X, the other auditors' report must
indicate that the financial statements were audited in accordance with the standards of the
PCAOB, and that the auditor must be registered with the PCAOB, if in performing the
audit the firm played a "substantial role" in the audit of Ilus, as that term is defined in
PCAOB Rule 1001(p)(ii).
11.Further, we note that in its report your auditor refers to the subsidiary as Quality
International Inc. Ltd FZC while elsewhere in the document you use the name Quality
International Co Ltd FCZ or Quality International Co Ltd FZC.  Please revise the filing
throughout to consistently use the correct name of this subsidiary.
Note 1: Restatement of Previously Issued Consolidated Financial Statements, page F-9
12.Please have your auditor revise its audit report to include an explanatory paragraph stating
that the previously issued financial statements have been restated for the correction of an
error and to refer to the disclosure of the correction in the notes to the financial
statements.  Refer to paragraphs 9-10 and 16-17 of PCAOB Auditing Standard 2820.
13.Please revise your consolidated balance sheets on page F-5 to label the column for the
year ended December 31, 2022 as "restated".
14.Please revise your disclosures in Note 1 to correctly reference Form 10, not the Annual
Report, Form 10-K, or Form 10-K/A.

 FirstName LastNameNicolas Link
 Comapany NameIlustrato Pictures International, Inc.
 December 29, 2023 Page 4
 FirstName LastName
Nicolas Link
Ilustrato Pictures International, Inc.
December 29, 2023
Page 4
Note 2: Summary of Accounting Policies
Business Segment, page F-19
15.We note the revised segment disclosures provided in response to comment 10.  Please
revise the table on page F-19 to disclose your 2022 non-operating income for the
Emergency and Response Division. Currently, the amounts in the table do not add up.
Similarly, revise the other non-operating expenses presented for your Industrial and
Manufacturing Division to correctly show a negative amount of $(104,550) instead
of $104,550.
Leases, page F-21
16.The revised lease disclosures provided in response to comment 12 do not appear to
include the amounts relating to your total lease cost for the operating lease cost, short-term
lease cost, and variable lease cost.  In addition, the disclosures do not include a maturity
analysis showing the undiscounted cash flows on an annual basis for a minimum of each
of the first five years and a total of the amounts for the remaining years.  Please revise the
disclosures to comply with ASC 842-20-50-4 and ASC 842-20-50-6 or explain to us why
they are not required.
Note 10: Non-Current Liabilities, page F-30
17.We note your response to comment 14 indicating that you chose not to record warrants in
your financial books if the exercise price is significantly higher than the current market
price and instead you classify them as a contingent liability.  Please provide us with the
guidance in US GAAP on which you based this policy. Explain in detail how that
guidance is applicable to your circumstances. Also, explain to us when you began
applying the accounting policy for warrants described in your 2023 Forms 10-
Q.  Alternatively, if true, revise the filing to disclose that you classified the warrants as
liabilities pursuant to the guidance in ASC 470 and ASC 815, and recorded a zero fair
value for the warrant liabilities as of December 31, 2022.
Note 11: Common Stock and Preferred Stock, page F-31
18.We note your response to comment 16 that the redeemable preferred stock was initially
categorized as mezzanine equity, and it is now deemed as temporary equity due to an
ongoing case with FB Fire Technologies Ltd.  However, we note that the Class E
redeemable preferred stock is classified as permanent equity as of December 31, 2022.
Please revise your disclosure to classify the redeemable preferred stock as temporary
equity, or as previously requested, provide us with a detailed analysis with appropriate
references to supporting accounting guidance on which you relied in concluding that the
redeemable preferred shares should be classified in permanent equity.

 FirstName LastNameNicolas Link
 Comapany NameIlustrato Pictures International, Inc.
 December 29, 2023 Page 5
 FirstName LastName
Nicolas Link
Ilustrato Pictures International, Inc.
December 29, 2023
Page 5
Note 22 Business Combination Disclosure, page F-44
19.We note your response to comment 20 and your table displaying the range of potential
outcomes for the contingent consideration.  Please disclose the amount of the contingent
consideration arrangement recognized as of the acquisition date and the basis for
determining the amount of the payment.  Refer to ASC 805-30-50-1.c.
Exhibit 23.2: Financial Statements of Quality International Co. Ltd FZC, page X-23
20.We note the information filed in response to comment 17, but note the audit report
indicates that the financial statements of Quality International Co. Ltd FZC for the year
ended December 31, 2021 are audited in accordance with International Standards of
Auditing. Also, you did not include an audit report covering the year ended December 31,
2020. Please revise the filing to include financial statements for the required periods that
are audited in accordance with either (i) the standards of the PCAOB or (ii) United States
Generally Accepted Auditing Standards, as required by Rules 2-02 and 1-02 of Regulation
S-X. Include Rule 2-02 of Regulation S-X compliant audit reports covering all reported
periods. To the extent the auditor refers to relying on the work of another auditor in its
report, please file the other auditor's report, as required by Rule 2-05 of Regulation S-X.
            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 Stephany Yang at 202-551-3167 or Martin James at 202-551-3671 if you
have questions regarding comments on the financial statements and related matters. Please
contact Thomas Jones at 202-551-3602 or Jay Ingram at 202-551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

Ilustrato Pictures International, Inc.

26 Broadway, Suite
934

New York, NY 10004

Via EDGAR

December 13, 2023

United States Securities and Exchange Commission

100 F Street, N.E. Mailstop 3720

Washington D.C., 20549-7010

Attention: Thomas Jones

 Re: Ilustrato Pictures International, Inc.

Amendment No. 5 to Registration Statement on Form
10-12G

Filed September 12, 2023

File No. 000-56487

Dear Mr. Jones:

I write on behalf of Ilustrato Pictures International,
Inc. (the “Company”) in response to Staff’s letter of September 27, 2023, by the Division of Corporation Finance of
the United States Securities and Exchange Commission (the “Commission”) regarding the above-referenced Amendment No. 5 to
Registration Statement on Form 10-12G, filed September 12, 2023 (the Comment Letter”).

Paragraph numbering used for each response corresponds
to the numbering used in the Comment letter.

Amendment No. 5 to Registration
Statement on Form 10-12G filed September 12, 2023

Business Overview, page 1

 1. We note the disclosure about your focus on acquisitions of
businesses and your July 21, 2023, press release and your plans to spin out the Quality Industrial Corporation and Emergency Response
Technologies subsidiaries and to pay special equity dividends to shareholders of Ilustrato. Please provide us your analysis as to why
you would not be an investment company under the Investment Company Act of 1940. Also, please provide us your analysis as to how your
acquisition strategy will not cause you to be an investment company under the Investment Company Act of 1940.

In response to this comment. The Company is not an issuer which is
or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, or trading
in securities. On the contrary, ILUS has acquired and maintains control of its subsidiaries and is actively engaged in the operating businesses,
providing strategic guidance and support to enable their growth. Further ILUS provides access to financial and managerial resources to
aid in the expansion of the operating businesses, with the purpose of increasing long term growth and value add for ILUS shareholders.

Legal Proceedings, page 28

 2. Please clarify the new disclosure concerning “the amount of $3.772 million for the historic note
with a principal amount of $4,000.”

In response to this commen, the Company amended the registration statement
to clarify the legal proceeding with Black Ice Advisors LLC, regarding a historic note entered into by the previous CEO, Larson Elmore,
with a principal amount of $4,000. The company disputes the legitimacy of the note and as to whether ILUS ever actually received the $4,000.
At a hearing on November 3, 2023, the Court adopted its tentative ruling as the final ruling and denied the motion for summary judgement
from Black Ice Advisors LLC. The case has received a trial date for March 8, 2024.

Risk Factors, page 31

 3. Please include a risk factor to disclose the extent to which you have not been able to service your debt
obligations as requested in prior comment 3. Also tell us, with a view to disclosure, the status of the (1) convertible note with AJB
Capital Investment LLC in the amount of $1,200,000 that matured on June 1, 2023, mentioned on page 83; and (2) convertible note with Jefferson Street Capital
in the amount of $100,000 that matured on July 26, 2023, mentioned on page 83.

In response to this comment, the company made an exchange note with
AJB Capital on October 23, 2023, of 1,450,000 maturing on May 1, 2024 and this has been filed as an exhibit. The Jefferson Street Capital
note in the amount of $100,000 has been partially converted. The company amended the risk factor on page 34 to include the notes.

Our ability to generate the significant amount of cash,
page 32

 4. We note your response to prior comment 4. Please tell us with specificity where the guarantee mentioned
in the second paragraph on page 32 has been filed as an exhibit.

In response to this comment, the Shareholder Guarantee for the legacy
assets in accounts receivables has been filed as an exhibit to this registration statement.

Certain of our officers and directors have other business
pursuits, page 45

 5. Please disclose the extent to which Nicolas Link has voting control over Dear Cashmere Holding Co. and
CGrowth Capital, Inc. as requested in the last sentence of prior comment 8.

In response to this comment, the company disclosed that Nicolas Link
has voting control over CGrowth Capital, Inc. Nicolas Link does not have the voting control in Dear Cashmere Holding Co.

    2

Industrial & Manufacturing Division, page 56

 6. Please reconcile the disclosure in this section that the funding obligations for acquisitions such as
Quality International Co Ltd FCZ, “are currently funded by QIND itself as are the ongoing obligations for future acquisitions by
the subsidiary” with the disclosure in your Form 8-K filed on August 25, 2023, about the Subscription Buy-Back Agreement and the
Guarantee & Indemnity Agreement. In this regard, we note the disclosure in the Form 8- K that you are a guarantor.

In response to this comment, the company is a guarantor along with
QIND and the other shareholders of Quality International. QIND however pays the interest and intends to repay the full amount, as per
the Agreement. Once fully repaid the issued shares will be returned to treasury, as per the Agreement.

Management’s Discussion and Analysis of Financial Condition
and Results of Operations Recent Developments and Plan of Operations, page 57

 7. We note your disclosures regarding the change in the status of the production of electric vehicles in
Serbia on pages 37 and 52. Please update your discussions of your operations in Serbia in this section to provide consistent information.

In response to this comment, the company updated its disclosures to
provide consistency regarding production of electric vehicles in Serbia.

Report of Independent Registered Public Accounting Firm,
page F-1

 8. We note your response to comment 16 and the revisions made to the audit report. Your response to comment
38 in your letter dated June 27, 2023, indicated that your auditor determined it was not necessary to reference another auditor in its
report due to the subsidiary’s immateriality. However, the second and fourth paragraphs of the audit report continue to refer to your
auditor’s reliance on the report of another auditor. The report also continues to refer to the “review” of the other auditors.
Please address the following:

 ● Clarify for us whether the other auditors (i) audited the financial statements of Bull Head Products
Inc. and Georgia Fire & Rescue Supply LLC in accordance with the standards of the PCAOB or United States Generally Accepted Auditing
Standards, or (ii) performed a review of the financial statements
of the entities as defined in AICPA AR-C 90.

 ● If the latter, considering the fact that a review of financial statements is substantially less in
scope than an audit, have your auditor explain to us why it would be appropriate to rely on a review of these entities by another auditor
in forming its opinion. Tell us how that is consistent with the guidance in PCAOB Auditing Standard 1205.

 ● If the other auditors performed an audit of Bull Head Products Inc. and Georgia Fire & Rescue Supply
LLC, revise the filing to include their audit reports and have your auditor revise its report to indicate the periods covered by the reports
of the other auditors.

In response to this comment, the Company’s principal auditor
Pipara revised their audit report upon which they audited the financial statements for Bull Head Products Inc. and Georgia Fire &
Rescue Supply LLC. See comment 9.

    3

 9. We note the substantive revisions made to your financial statements, including the segment information
and disclosures added to Note 23 - Subsequent Events, but note that the audit report continues to be dated April 6, 2023. Tell us whether
your auditors have audited the changes and added disclosure to your financial statements. Please have your auditor explain to us how it
considered the guidance in PCAOB Auditing Standard 3110 in determining the appropriate date of its report.

In response to this comment, the Company’s auditor has audited
the changes and issued a new audit report as per date of this amended registration statement.

Business Segments, page F-12

 10. We note your response to comment 24. Please refer to the guidance in ASC 280-10-50- 12 which indicates
that you should report separately information for an operating segment that meets any one of the quantitative thresholds outlined.
We further note from page 62 that for fiscal year 2022 the revenues of Emergency & Response Division or operating segment exceeded
10 percent of your total revenues; the threshold outlined in ASC 280- 10-50-12.a. Please revise the note to identify the Emergency &
Response operating segment as a reportable segment and to provide the required disclosures for that segment. In addition, disclose the
measure of profit or loss used by your CODM to assess segment performance and to allocate resources. Lastly, revise the note to include
the reconciliations required by ASC 280-10-50-30, including reportable segment revenues to consolidated revenues, the reportable segment
measure of profit or loss to consolidated income before income taxes or net income, as appropriate, and reportable segment assets to consolidated
assets.

In response to this comment, the Company revised the registration statement
in accordance with ASC 280-10-50-12.

    11.
    We note your response to comment 25 and the revisions made to the discussion on page 61. We reissue the comment. Pursuant to ASC 280-10- 50-41, please revise your notes to financial statements to disclose revenue from external customers attributable to the United States and attributed to all foreign countries in total. Further, if revenues from external customers attributed to an individual foreign country are material, those revenues shall be disclosed separately. Disclose the basis for attributing revenues to individual countries. Similarly, disclose your long-lived assets located in the United States and located in all foreign countries in total. If assets in an individual foreign country are material, those assets shall be disclosed separately. Consider also including in this note the pertinent information currently presented on page 61.

In response to this comment, the Company revised its notes to financial
statements in accordance with ASC 280-10-50-41 and disclosed revenue from external customers attributable to the United States and attributed
to all foreign countries.

    4

Leases, page F-13

 12. We note your response to comment 26. Please tell us with specificity where you provided the disclosures
required by ASC 842-20-50-4 and ASC 842-20-50-6, or revise to comply.

In response to this comment, the company provided disclosure in the
financial footnotes as required by ASC 842-20-50-4 and ASC 842-20-50-6.

Note 11: Non-Current Liabilities, page F-20

 13. We note the disclosures related to your warrants included in Note 14 - Non-Current Liabilities to the
interim financial statements in your Form 10-Q for the six-month period ended June 30, 2023. Please revise this filing to include similar
disclosures in a note to the financial statements.

In response to this comment, the company revised this filing to include
similar disclosures to the interim financial statements in our Form 10-Q for the six-month period ended June 30, 2023.

 14. As part of your Form 10-Q disclosure, you indicate that in accordance with ASC 470 you have credited
the portion of the proceeds assigned to your warrants to paid-in capital. We also note the information provided in your response to comment
10 indicating that you may not have sufficient authorized common stock for potential conversion of your convertible preferred stock, convertible
notes, and the exercise of outstanding warrants. Please tell us in detail how you considered the guidance
in ASC 815-40-25, in particular ASC 815-40-25-10(b), in concluding on the classification and accounting of your outstanding warrants.
Tell us why the warrants should not be classified and accounted for as liabilities.

In response to this comment, the Company chose not
to record warrants in its financial books if the exercise price is significantly higher than the current market price and classifies it
as a contingent liability. For example, the common stock purchase warrant to Discover Growth Fund, LLC described below has an exercise
price of $0.275. As of December 31, 2022, the market price was $0.07, and by March 15, 2023, it had further decreased to $0.04 when the
Consolidated Financial Statements were being audited. The Company’s management classifies these warrants as a contingent liability,
given the decline in prices, making it unlikely that the warrants will be exercised in the future. The management reserves warrant shares
with its transfer agent. If the warrants should be exercised in the future the warrants will be accounted for in accordance with ASC 480.

 15. Further, in your June 27, 2023, letter when responding to prior comment 66 of our letter dated April
1, 2023, you indicated that the warrants are only deemed valid and enforceable in the event of default on a specific fund. You also indicated
that you had reached an agreement with the fund manager,
wherein they have agreed not to convert the warrant amount into equity unless a default occurs, and as a result no accounting was
required. To the extent you continue to believe that you are not required to account for the warrants based on these agreements,
please provide us with the details of the “specific” fund and explain how it is related to the debt to the warrant
holders. Provide us with a copy of your agreements with the fund manager or tell us where these terms are reflected in the warrant
agreements and the related amendments you have filed as exhibits.

In response to this comment, the Company has amended the
registration statement to include specific information about the accounting treatment for warrants.

    5

Note 12: Common stock and Preferred
Stock, page F-21

 16. We note your response to comment 27 that you have classified the redeemable preferred shares as permanent
equity rather than temporary equity as agreed with your auditor. Please provide us with a detailed analysis with appropriate references
to supporting accounting guidance on which you relied in concluding that the redeemable preferred shares should be classified in permanent
equity. As applicable, highlight for us any relevant terms of the Class E preferred stock, and any circumstances surrounding the legal
matters regarding your ownership of FB Fire Technologies Ltd and related lien-marked shares, that you considered pertinent and persuasive
in reaching your conclusion.

In response to this comment, in accordance with ASC 480, this instrument
possesses a hybrid nature; initially categorized as mezzanine equity, it is now deemed as temporary equity due to an ongoing case with
FB Fire Technologies Ltd. With reference to the designation certificate - the characteristics of the Preferred Class E are as follows:

No fixed Maturity date.

No voting rights and annual Dividends - 6% a year commencing
one year after issuance.

Redeemable at $1.00 dollar per share with 2.25 percent to be redeemed
per quarter, commencing one year after issuance, at 130% premium to the redemption value.

Note 18: Consolidation Basis of Mergers & Acquisitions,
page F-24

 17. We note the revised disclosure provided in response to comment 28, which highlights the significance
of Quality International Co LTD FCZ. Please tell us where you filed separate financial statements of Quality International Co LTD FCZ
for the two most recent fiscal yea

United States securities and exchange commission logo
October 24, 2023
Nicolas Link
Chief Executive Officer
Ilustrato Pictures International, Inc.
26 Broadway, Suite 934
New York, NY 10004
Re:Ilustrato Pictures International, Inc.
Amendment No. 5 to Registration Statement on Form 10-12G
Filed September 12, 2023
File No. 000-56487
Dear Nicolas Link:
            We issued comments to you on the above captioned filing on September 27, 2023. As of
the date of this letter, these comments remain outstanding and unresolved. We expect you to
provide a complete, substantive response to these comments by November 7, 2023.
            If you do not respond, we will, consistent with our obligations under the federal securities
laws, decide how we will seek to resolve material outstanding comments and complete our
review of your filing and your disclosure. Among other things, we may decide to release
publicly, through the agency's EDGAR system, all correspondence, including this letter, relating
to the review of your filings, consistent with the staff's decision to publicly release comment and
response letters relating to disclosure filings it has reviewed.
            Please contact Tom Jones at 202-551-3602 or Jay Ingram at 202-551-3397 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Scott Doney, Esq.

United States securities and exchange commission logo
September 27, 2023
Nicolas Link
Chief Executive Officer
Ilustrato Pictures International, Inc.
26 Broadway, Suite 934
New York, NY 10004
Re:Ilustrato Pictures International, Inc.
Amendment No. 5 to Registration Statement on Form 10-12G
Filed September 12, 2023
File No. 000-56487
Dear Nicolas Link:
            We have reviewed your filing 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 these comments 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 our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.  Unless we note otherwise, our references to prior
comments are to comments in our July 14, 2023 letter.
Amendment No. 5 to Registration Statement on Form 10-12G filed September 12, 2023
Business Overview, page 1
1.We note the disclosure about your focus on acquisitions of businesses and your July 21,
2023 press release and your plans to spin out the Quality Industrial Corporation and
Emergency Response Technologies subsidiaries and to pay special equity dividends to
shareholders of Ilustrato. Please provide us your analysis as to why you would not be an
investment company under the Investment Company Act of 1940.  Also, please provide us
your analysis as to how your acquisition strategy will not cause you to be an investment
company under the Investment Company Act of 1940.

 FirstName LastNameNicolas Link
 Comapany NameIlustrato Pictures International, Inc.
 September 27, 2023 Page 2
 FirstName LastName
Nicolas Link
Ilustrato Pictures International, Inc.
September 27, 2023
Page 2
Legal Proceedings, page 28
2.Please clarify the new disclosure concerning "the amount of $3.772 million for the historic
note with a principal amount of $4,000."
Risk Factors, page 31
3.Please include a risk factor to disclose the extent to which you have not been able to
service your debt obligations as requested in prior comment 3.  Also tell us, with a view to
disclosure, the status of the (1) convertible note with AJB Capital Investment LLC in the
amount of $1,200,000 that matured on June 1, 2023 mentioned on page 83; and
(2) convertible note with Jefferson Street Capital in the amount of $100,000 that
matured on July 26, 2023 mentioned on page 83.
Our ability to generate the significant amount of cash, page 32
4.We note your response to prior comment 4.  Please tell us with specificity where the
guarantee mentioned in the second paragraph on page 32 has been filed as an exhibit.
Certain of our officers and directors have other business pursuits, page 45
5.Please disclose the extent to which Nicolas Link has voting control over Dear Cashmere
Holding Co. and CGrowth Capital, Inc. as requested in the last sentence of prior comment
8.
Industrial & Manufacturing Division, page 56
6.Please reconcile the disclosure in this section that the funding obligations for acquisitions
such as Quality International Co Ltd FCZ, "are currently funded by QIND itself as are the
ongoing obligations for future acquisitions by the subsidiary" with the disclosure in your
Form 8-K filed on August 25, 2023 about the Subscription Buy-Back Agreement and the
Guarantee & Indemnity Agreement.  In this regard, we note the disclosure in the Form 8-
K that you are a guarantor.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Recent Developments and Plan of Operations, page 57
7.We note your disclosures regarding the change in the status of the production of electric
vehicles in Serbia on pages 37 and 52.  Please update your discussions of your operations
in Serbia in this section to provide consistent information.
Report of Independent Registered Public Accounting Firm, page F-1
8.We note your response to comment 16 and the revisions made to the audit report.  Your
response to comment 38 in your letter dated June 27, 2023 indicated that your auditor
determined it was not necessary to reference another auditor in its report due to the
subsidiary's immateriality. However, the second and fourth paragraphs of the audit report

 FirstName LastNameNicolas Link
 Comapany NameIlustrato Pictures International, Inc.
 September 27, 2023 Page 3
 FirstName LastNameNicolas Link
Ilustrato Pictures International, Inc.
September 27, 2023
Page 3
continue to refer to your auditor's reliance on the report of another auditor.  The report
also continues to refer to the "review" of the other auditors. Please address the following:

•Clarify for us whether the other auditors (i) audited the financial statements of Bull
Head Products Inc. and Georgia Fire & Rescue Supply LLC in accordance with the
standards of the PCAOB or United States Generally Accepted Auditing Standards, or
(ii) performed a review of the financial statements of the entities as defined in AICPA
AR-C 90.
•If the latter, considering the fact that a review of financial statements is substantially
less in scope than an audit, have your auditor explain to us why it would be
appropriate to rely on a review of these entities by another auditor in forming its
opinion. Tell us how that is consistent with the guidance in PCAOB Auditing
Standard 1205.
•If the other auditors performed an audit of Bull Head Products Inc. and Georgia Fire
& Rescue Supply LLC, revise the filing to include their audit reports and have your
auditor revise its report to indicate the periods covered by the reports of the other
auditors.
9.We note the substantive revisions made to your financial statements, including the
segment information and disclosures added to Note 23 - Subsequent Events, but note
that the audit report continues to be dated April 6, 2023. Tell us whether your auditors
have audited the changes and added disclosure to your financial statements.  Please have
your auditor explain to us how it considered the guidance in PCAOB Auditing Standard
3110 in determining the appropriate date of its report.
Business Segments, page F-12
10.We note your response to comment 24. Please refer to the guidance in ASC 280-10-50-
12 which indicates that you should report separately information for an operating segment
that meets any one of the quantitative thresholds outlined. We further note from page 62
that for fiscal year 2022 the revenues of Emergency & Response Division or operating
segment exceeded 10 percent of your total revenues; the threshold outlined in ASC 280-
10-50-12.a. Please revise the note to identify the Emergency & Response operating
segment as a reportable segment and to provide the required disclosures for that segment.
In addition, disclose the measure of profit or loss used by your CODM to assess segment
performance and to allocate resources. Lastly, revise the note to include the
reconciliations required by ASC 280-10-50-30, including reportable segment revenues to
consolidated revenues, the reportable segment measure of profit or loss to consolidated
income before income taxes or net income, as appropriate, and reportable segment assets
to consolidated assets.
11.We note your response to comment 25 and the revisions made to the discussion on page
61. We reissue the comment. Pursuant to ASC 280-10- 50-41, please revise your notes to
financial statements to disclose revenue from external customers attributable to the United
States and attributed to all foreign countries in total. Further, if revenues from external

 FirstName LastNameNicolas Link
 Comapany NameIlustrato Pictures International, Inc.
 September 27, 2023 Page 4
 FirstName LastNameNicolas Link
Ilustrato Pictures International, Inc.
September 27, 2023
Page 4
customers attributed to an individual foreign country are material, those revenues shall be
disclosed separately. Disclose the basis for attributing revenues to individual countries.
Similarly, disclose your long-lived assets located in the United States and located in all
foreign countries in total. If assets in an individual foreign country are material, those
assets shall be disclosed separately. Consider also including in this note the pertinent
information currently presented on page 61.
Leases, page F-13
12.We note your response to comment 26.  Please tell us with specificity where you provided
the disclosures required by ASC 842-20-50-4 and ASC 842-20-50-6, or revise to comply.
Note 11: Non-Current Liabilities, page F-20
13.We note the disclosures related to your warrants included in Note 14 - Non-Current
Liabilities to the interim financial statements in your Form 10-Q for the six-month period
ended June 30, 2023.  Please revise this filing to include similar disclosures in a note to
the financial statements.
14.As part of your Form 10-Q disclosure, you indicate that in accordance with ASC 470 you
have credited the portion of the proceeds assigned to your warrants to paid-in capital.  We
also note the information provided in your response to comment 10 indicating that you
may not have sufficient authorized common stock for potential conversion of your
convertible preferred stock, convertible notes, and the exercise of outstanding warrants.
Please tell us in detail how you considered the guidance in  ASC 815-40-25, in
particular ASC 815-40-25-10(b), in concluding on the classification and accounting of
your outstanding warrants. Tell us why the warrants should not be classified and
accounted for as liabilities.
15.Further, in your June 27, 2023 letter when responding to prior comment 66 of our letter
dated April 1, 2023, you indicated that the warrants are only deemed valid and
enforceable in the event of default on a specific fund. You also indicated that you
had reached an agreement with the fund manager, wherein they have agreed not to convert
the warrant amount into equity unless a default occurs, and as a result no accounting was
required. To the extent you continue to believe that you are not required to account for the
warrants based on these agreements, please provide us with the details of the "specific"
fund and explain how it is related to the debt to the warrant holders. Provide us with a
copy of your agreements with the fund manager or tell us where these terms are reflected
in the warrant agreements and the related amendments you have filed as exhibits.
Note 12: Common stock and Preferred Stock, page F-21
16.We note your response to comment 27 that you have classified the redeemable preferred
shares as permanent equity rather than temporary equity as agreed with your auditor.
Please provide us with a detailed analysis with appropriate references to supporting
accounting guidance on which you relied in concluding that the redeemable preferred

 FirstName LastNameNicolas Link
 Comapany NameIlustrato Pictures International, Inc.
 September 27, 2023 Page 5
 FirstName LastNameNicolas Link
Ilustrato Pictures International, Inc.
September 27, 2023
Page 5
shares should be classified in permanent equity. As applicable, highlight for us any
relevant terms of the Class E preferred stock, and any circumstances surrounding the legal
matters regarding your ownership of FB Fire Technologies Ltd and related lien-marked
shares, that you considered pertinent and persuasive in reaching your conclusion.
Note 18: Consolidation Basis of Mergers & Acquisitions, page F-24
17.We note the revised disclosure provided in response to comment 28, which highlights the
significance of Quality International Co LTD FCZ.  Please tell us where you filed separate
financial statements of Quality International Co LTD FCZ for the two most recent fiscal
years, or revise the filing to include them.  Refer to Rule 8-04 of Regulation S-X.
Note 23: Subsequent Events, page F-27
18.Please update the date through which subsequent events have been evaluated. In addition,
tell us whether all disclosures presented in this note have been audited and are covered by
the audit report, or revise to clearly indicate the disclosures that are unaudited.
19.Please update the note to disclose the July 31, 2023 amendment to the Quality
International Purchase Agreement discussed on page 19 that revised the payment schedule
for the acquisition to extend the payment timeline with smaller amounts due at each date
and to introduce break fees.  Similarly, update to disclose the shares subscription and buy-
back agreement entered into by Quality Industrial Corp., as disclosed in your Form 8-K
dated August 25, 2023. Refer to ASC 855-10-50.
Note 24: Business Combination Disclosure, page F-29
20.We note your response to comment 31 and reissue the comment in part.  As previously
requested, please revise the note to address the following:

•Reconcile the fair value of the total consideration of $137.0 million to the identifiable
assets and liabilities acquired and goodwill balances of $105.6 million.
•Explain how you accounted for the contingent consideration arrangement and comply
with the disclosure requirements of ASC 805-30-50-1.c.  Specifically, disclose the
amount recognized as of the acquisition date, the basis for determining the amount of
the payment, and an estimate of the range of outcomes (undiscounted) or, if a range
cannot be estimated, that fact and the reasons why a range cannot be estimated.
            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.
            You may contact Stephany Yang at 202-551-3167 or Martin James at 202-551-3671 if
you have questions regarding comments on the financial statements and related matters. Please
contact Thomas Jones at 202-551-3602 or Jay Ingram at 202-551-3397 with any other questions.

 FirstName LastNameNicolas Link
 Comapany NameIlustrato Pictures International, Inc.
 September 27, 2023 Page 6
 FirstName LastName
Nicolas Link
Ilustrato Pictures International, Inc.
September 27, 2023
Page 6
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Scott Doney, Esq.

United States securities and exchange commission logo
August 25, 2023
Nicolas Link
Chief Executive Officer
Ilustrato Pictures International, Inc.
26 Broadway, Suite 934
New York, NY 10004
Re:Ilustrato Pictures International, Inc.
Amendment No. 4 to Registration Statement on Form 10-12G
Filed June 27, 2023
File No. 000-56487
Dear Nicolas Link:
            We issued comments to you on the above captioned filing on July 14, 2023.  As of the
date of this letter, these comments remain outstanding and unresolved.  We expect you to
provide a complete, substantive response to these comments by September 8, 2023.
            If you do not respond, we will, consistent with our obligations under the federal securities
laws, decide how we will seek to resolve material outstanding comments and complete our
review of your filing and your disclosure.  Among other things, we may decide to release
publicly, through the agency's EDGAR system, all correspondence, including this letter, relating
to the review of your filings, consistent with the staff's decision to publicly release comment and
response letters relating to disclosure filings it has reviewed.
            Please contact Thomas Jones at 202-551-3602 or Jay Ingram at 202-551-3397 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Scott Doney, Esq.

United States securities and exchange commission logo
July 14, 2023
Nicolas Link
Chief Executive Officer
Ilustrato Pictures International, Inc.
26 Broadway, Suite 934
New York, NY 10004
Re:Ilustrato Pictures International, Inc.
Amendment No. 4 to Registration Statement on Form 10-12G
Filed June 27, 2023
File No. 000-56487
Dear Nicolas Link:
            We have reviewed your filing 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 these comments 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 our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.  Unless we note otherwise, our references to prior
comments are to comments in our May 1, 2023 letter.
Amendment No. 4 to Registration Statement on Form 10-12G filed June 27, 2023
Business, page 1
1.Please ensure that you provide the disclosure required by Item 101(h) of Regulation S-K.
For example, we note the March 24, 2021 press release on your website about the
financing agreement with Toto Capital, Inc. to launch an ILUS Crypto Token and the
statement in the press release that "The Toto Capital investment into ILUS International is
expected to exceed $35 million over the next 18 to 24 months."  However, the disclosure
in your amendment does not mention the financing agreement.  Please advise or revise
accordingly.
Quality International Co Ltd FCZ, page 18
2.Please update the disclosure in the table on page 19 to clarify whether the payment of $15

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 Comapany NameIlustrato Pictures International, Inc.
 July 14, 2023 Page 2
 FirstName LastNameNicolas Link
Ilustrato Pictures International, Inc.
July 14, 2023
Page 2
million to be made on or before February 18, 2023 has been made.
Risk Factors, page 27
3.We note your response to prior comment 3. Please include a risk factor to disclose the
extent to which you have not been able to service your debt obligations, such as whether
you were in default on the note issued to Discover on February 4, 2022 with a maturity
date of February 4, 2023.
Risks Relating to Macro Condition and Our Financial Condition, page 28
4.We note your response to prior comment 5.  Please revise the title of the second risk factor
on page 28 to highlight the risk.  Also, expand the disclosure about "The majority of
Quality International Co Ltd FCZ accounts receivable extend beyond 12 months and are
guaranteed by shareholders of Quality International Co Ltd FCZ, Mr. Ramakrishnan and
Gerab National Enterprises LLC" to quantify the majority of the accounts receivable and
discuss whether there are any limits on the guarantees.  In addition, tell us with specificity
where the guarantees have been filed as exhibits.
5.Please expand the disclosure on page 28 about $60,690,812 in accounts receivable as of
December 31, 2022 to quantify the amount of your accounts receivable that includes
balances due from customers of Quality International Co Ltd FCZ.  Also, disclose the
amount of receivables that are more than 90 days past due as of December 31, 2022.
We have a substantial amount of goodwill on our balance sheet, page 28
6.We note your response to prior comment 4.  Please expand the disclosure in the risk factor
to discuss in greater detail the risk, such as disclose the percentage of your goodwill and
intangible assets compared to your total assets as of December 31, 2022.
We are subject to changes in contract estimates, page 38
7.We note your response to prior comment 9.  Please clarify the disclosure about your
written agreements in the Defense and Industrial Manufacturing divisions.  For example,
disclose the material terms, such as the duration, of your written agreements in the
Defense and Industrial Manufacturing divisions.  Also, file the agreements as exhibits.

Certain of our officers and directors have other business pursuits that might interfere with their
work on our business, page 40
8.We note your response to prior comment 10.  Please discuss in greater detail how their
business pursuits might interfere with their work on your business. For example, disclose
the conflicts as to how to allocate funding sources identified by your officers and
directors.  Also, disclose the extent to which Nicolas Link has voting control over Dear
Cashmere Holding Co. and CGrowth Capital, Inc.

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Ilustrato Pictures International, Inc.
July 14, 2023
Page 3
9.Please expand the disclosure on page 41 that "In the course of their other business
activities, our officers and directors may become aware of investment and business
opportunities which may be appropriate for presentation to us as well as the other entities
with which they are affiliated" to discuss in greater detail the risk.  For example, clarify
whether the company and other companies affiliated with your officers and directors may
compete with you for business opportunities in the same entity.  In this regard, we note the
statement by Nicolas Link that "CGRA will be at the forefront of the surging demand for
clean energy and precious metals" in the May 17, 2023 article that "CGrowth Capital
Unveils New Mining Division targeting High-Demand Clean Energy and Precious
Metals."
If we do not have sufficient authorized common stock for potential conversion, page 44
10.We note your response to prior comment 11.  Please tell us, with a view to disclosure,
how you determined the reference on page 44 to approximately 1.8 billion shares of
common stock.  In this regard, we note the disclosure on page 43 about the number of
shares of common stock currently outstanding and the response in your letter dated April
12, 2023 about approximately 50.7 million shares of common stock issuable upon the
exercise of warrants and approximately 84.8 million shares of common stock issuable
upon conversion of notes.
Liquidity and Capital Resources, page 54
11.We note your response to prior comment 25 and the new disclosure in the first paragraph
on page F-15.  Please revise the disclosure in the Liquidity and Capital Resources section
to discuss the "Loans advanced" and "Advance given to suppliers" mentioned in Note 4 on
page F-10.  For example, why did you advance loans, to whom did you advance the loans,
and were there any written agreements concerning the loans advanced?
Executive Compensation, page 62
12.We note your response to prior comment 26 and the reference on page 62 to
"See narrative disclosure for equity break-down."  Please expand the disclosure to state
the closing price per share of the QIND common stock on May 4, 2023 when the ten
million common shares of QIND were issued to the officers.
Certain Relationships and Related Transactions, and Director Independence, page 68
13.We note your response to prior comment 28.  Please ensure that you have provided the
disclosure required by Item 404 of Regulation S-K.  For example, we note the
new disclosure on page F-15 that "Directors Current Account includes amount incurred
for our Annual shareholders meeting, events for investor relationship, advances for our
investment project in Serbia and other expenses incurred for future potential
acquisitions."  However, it is still unclear from the disclosure whether the account
includes amounts due from related parties.  Please advise or revise accordingly.

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 Comapany NameIlustrato Pictures International, Inc.
 July 14, 2023 Page 4
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Ilustrato Pictures International, Inc.
July 14, 2023
Page 4
14.We note your response to prior comment 1.  Please disclose the relationship between
Nicolas Link and Dear Cashmere Holdings when Dear Cashmere issued ten million shares
of common stock to you on May 21, 2021.  Also, disclose the principle followed in
determining the amount at which the shares of Dear Cashmere were acquired by the
registrant, disclose the identity of the persons making the determination and their
relationship with the registrant.
15.Please expand this section or another appropriate section to discuss the "Capital Advance"
investment of $3,175,651 as of December 31, 2022 mentioned in Note 7 on page F-16.
Report of Independent Registered Public Accounting Firm, page F-1
16.We note your response to comment 38 indicating that your auditor determined it was not
necessary to reference another auditor in its report due to the subsidiary's immateriality.
However, the eighth paragraph of the audit report continues to refer to your auditor's
reliance on the review report of another auditor. Please have your auditor revise its report
to reflect the response, or advise us.  Refer to PCAOB Auditing Standards 1205.04.
Consolidated Balance Sheets, page F-2
17.We note your response to comment 40 and the revised disclosure on page F-2. Please also
disclose the number of shares of common stock issued and outstanding as of December
31, 2021 on page F-2. Also, revise the disclosure on page F-20 of  the number of shares of
common stock issued and outstanding at December 31, 2022 to correctly reflect the
1,355,230,699 shares shown on pages F-2 and F-4.
Consolidated Statements of Operations, page F-3
18.We note your response to comment 42 and reissue the comment in part. As previously
requested, please revise the statements of operations to present depreciation as a
component of profit/loss from operations. Refer to the guidance in ASC 360-10 and SAB
Topic 11.B. We note from page F-17 that 2022 depreciation expenses consist of
$2,103,706 presented in cost of revenue and $242,050 presented in administrative
expenses.  Please explain to us what the $242,050 of administrative expense depreciation
represents and why the amount should not be presented in the General, Selling
& Administrative Expenses line on your statements of operations. Similarly, you disclose
on page 53 that non-operating expenses include depreciation. Tell us the amount of
depreciation included in that statement of operations caption and explain why your
presentation is appropriate.
19.Please revise the financial statements throughout to only present negative amounts within
parentheses. For example, the profit from operations amount for the year ended December
31, 2022 and the basic EPS amount for the year ended December 31, 2021 on this
statement both appear to be positive amounts presented within parentheses. In addition,
we note instances where information disclosed in the notes to the financial statements
does not agree with the same amounts reported on the face of the financial statements,

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 Comapany NameIlustrato Pictures International, Inc.
 July 14, 2023 Page 5
 FirstName LastNameNicolas Link
Ilustrato Pictures International, Inc.
July 14, 2023
Page 5
including, for example, the amounts disclosed in Note 11. Please revise as appropriate.
20.We note your response to comment 45 and the revised disclosure on page F-12. You
indicate that you paid taxes in the current year and you reported taxes due as a payable to
government authorities on your balance sheet at December 31, 2022.  Please revise the
financial statements to include a note that discloses all applicable information required by
ASC 740-10-50. At a minimum, include an explanation consistent with your response. For
the subsidiaries that are profitable and where corporate tax applies, clearly explain
whether you recognized and paid income tax expense in the reported annual periods, and
if not, explain why.  Also, revise to clarify consistent with your response that you paid the
income taxes for the current year for the subsidiaries that are profitable and, as
appropriate, correct the disclosure on page F-12 that currently states "[t]he profitable
subsidiaries are located in the jurisdiction where Corporate Tax is not applicable."
Consolidated Statements of Cash Flows, page F-5
21.Please describe to us the transactions you consummated in 2022 where you paid cash of
$32,719,758 to acquire fixed assets, or explain to us where you have disclosed these
transactions in your financial statements. Otherwise, revise the statements of cash flows to
only reflect transactions about your cash receipts and cash payments during the reported
periods. Refer to ASC 230-10-50-3 and 4 for guidance on how you should disclose non-
cash transactions on the statements.
Note 1: Organization, History and Business, page F-6
22.We note your response to comment 50 and reissue the comment in part. Please expand the
discussion of each consummated or planned acquisition to disclose the amount and form
of consideration exchanged or to be exchanged in the notes to the financial statements.
Further, tell us and disclose whether you determined the disclosure requirements in ASC
805-10-50 and ASC 805-30-50 were not applicable to the acquisitions other than the
acquisition of Quality International and why (e.g., due to the materiality of the
acquisitions individually and in the aggregate).
Note 2: Summary of Accounting Policies, page F-8
23.We note your response to comment 54 and reissue the comment in part. Please revise your
disclosure on page F-12 which states there is no operating segment to be reported as of
December 31, 2022 and December 31, 2021. Also revise to include in the notes to
financial statements the disclosures required by ASC 280-10-50.
24.We note your response to comment 55 and reissue the comment in part. Please explain to
us how you determined the Emergency & Response operating segment did not meet the
quantitative threshold to be a reportable segment based on ASC 280-10-50-12. Provide us
with your supporting calculations.
25.We note from page 33 that for the year ended December 31, 2022, your international

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 July 14, 2023 Page 6
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Ilustrato Pictures International, Inc.
July 14, 2023
Page 6
operations constituted approximately 84% of your total sales and that your international
operations constituted approximately 99% of your total assets. Pursuant to ASC 280-10-
50-41, please revise your notes to financial statements to disclose revenue from external
customers attributable to the United States and attributed to all foreign countries in total.
Further, if revenues from external customers attributed to an individual foreign country
are material, those revenues shall be disclosed separately.  Disclose the basis for
attributing revenues to individual countries.  Similarly, disclose your long-lived
assets located in the United States and located in all foreign countries in total. If assets in
an individual foreign country are material, those assets shall be disclosed separately.
26.We note your response to comment 56 and the revisions beginning on page F-12. Please
further revise to correctly refer to ASC 842, instead of ASC 840. Also, as requested
previously, revise to include all applicable disclosure required by ASC 842-20-50, in
particular, the information required by ASC 842-20-50-4 and ASC 842-20-50-6.
Note 12: Common Stock and Preferred Stock, page F-20
27.We note your response to comment 64. Consistent with your response to our prior
comment 48 of our letter dated February 22, 2023, please revise to account for and
classify the redeemable preferred shares in accordance with the guidance in SAB Topic
3.C and ASC 480-10-S99-3A, or provide us a detailed response with references to
supporting accounting guidance as to why the accounting treatment you discussed in your
response is no longer appropriate.
Note 18: Consolidation Basis of Merger & Acquisitions, pa

United States securities and exchange commission logo
June 20, 2023
Nicolas Link
Chief Executive Officer
Ilustrato Pictures International, Inc.
26 Broadway, Suite 934
New York, NY 10004
Re:Ilustrato Pictures International, Inc.
Amendment No. 3 to Registration Statement on Form 10-12G
Filed April 13, 2023
File No. 000-56487
Dear Nicolas Link:
            We issued comments to you on the above captioned filing on May 1, 2023.  As of the
date of this letter, these comments remain outstanding and unresolved.  We expect you to
provide a complete, substantive response to these comments by June 21, 2023.
            If you do not respond, we will, consistent with our obligations under the federal securities
laws, decide how we will seek to resolve material outstanding comments and complete our
review of your filing and your disclosure.  Among other things, we may decide to release
publicly, through the agency's EDGAR system, all correspondence, including this letter, relating
to the review of your filings, consistent with the staff's decision to publicly release comment and
response letters relating to disclosure filings it has reviewed.
            Please contact Thomas Jones at 202-551-3602 or Jay Ingram at 202-551-3397 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Scott Doney, Esq.

United States securities and exchange commission logo
May 1, 2023
Nicolas Link
Chief Executive Officer
Ilustrato Pictures International, Inc.
26 Broadway, Suite 934
New York, NY 10004
Re:Ilustrato Pictures International, Inc.
Amendment No. 3 to Registration Statement on Form 10-12G
Filed April 13, 2023
File No. 000-56487
Dear Nicolas Link:
            We have reviewed your filing 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 these comments 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 our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.   Unless we note otherwise, our references to
prior comments are to comments in our February 22, 2023 letter.
Amendment No. 3 to Registration Statement on Form 10-12G filed April 13, 2023
Business, page 1
1.Please expand the disclosure in this section or another appropriate section, such as the
Certain Relationships and Related Transactions, and Director Independence section to
discuss the "Long Term Investment" and "Investment in Dear Cashmere Holding Co."
assets mentioned in Note 7 on page F-10.  In this regard, we note the disclosure on page
55 that your chairman of the board of directors and CEO is also the chairman of the board
of Dear Cashmere Holdings.   Also, file as exhibits the underlying agreements concerning
your investment in Dear Cashmere Holding Co.

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 Comapany NameIlustrato Pictures International, Inc.
 May 1, 2023 Page 2
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Nicolas Link
Ilustrato Pictures International, Inc.
May 1, 2023
Page 2
Organizational Structure, page 2
2.We note your response to prior comment 2.  Please revise the disclosure in the eleventh
bullet point on page 3 to disclose, if applicable, that QIND common stock is currently
quoted on the OTC Pink.
Risk Factors, page 27
3.We note your response to prior comment 5. Please disclose the extent to which you have
not been able to service your debt obligations, such as whether you were in default on the
note issued to Discover on February 4, 2022 with a maturity date of February 4, 2023.
 Also, tell us why the disclosure in the Debt Securities section beginning on page 67 does
not mention the convertible notes issued by the company: (1) to GPL Ventures LLC on
June 14, 2021 for the amount of $500,000 with a maturity date of June 13, 2023; and (2)
to AES Capital Management LLC on September 10, 2021 for the amount of $375,000
with a maturity date of March 10, 2023.  In this regard, we note the disclosure of the
issuance of the two notes on page 61 of the Debt Securities section of your prior
amendment.
4.Please include a risk factor to highlight the risks related to intangibles and goodwill, such
as possible write downs. We note the new disclosure on page F-2 about the amount of
goodwill and intangibles compared to the amount of your total assets as of December 31,
2022.
5.Please include a risk factor to highlight the risk concerning the new information on page
F-1 that "At the end of the year, accounts receivable for the previous year and the current
year have not been collected. The management has represented that they will collect the
cash for all outstanding account receivables due from the previous years and the current
year."
Our ability to generate the significant amount of cash, page 28
6.We note your response to prior comment 8.  Please revise the disclosure to explain how
you plan to fund the cash obligations for the acquisitions of Quality International Co Ltd
FCZ and Petro Line FZ-LLC.
Our long-term success depends, in part, on our ability to operate and expand, page 32
7.We note your response to prior comment 9.  Please quantify the significance of the
international operations to the company, such as the amount of assets outside of
the United States.
An unfavorable outcome of any pending contingencies or litigation, page 34
8.We note the disclosure that "In general, we lack much information and evidence to
support the assertions of financial statements prior to the current management taking over

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Ilustrato Pictures International, Inc.
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and there are chances that preceding management of the company might have missed
compliances for which we are not aware" and the lack of information mentioned on page
F-14.  Where you do not have the information, please comply with Rule 12b-21.
We are subject to changes in contract estimates, page 37
9.We note the reference on page 37 to "We account for substantially all long-term
contracts."  However, you do not appear to refer to long-term contracts elsewhere in your
amendment.  Please advise or revise accordingly.
Risks Related to our Management and Control Persons, page 38
10.Please include a risk factor to highlight the conflicts of interest of your officers and
directors.  For example, we note the disclosure on page 55 that the CEO and Chairman of
the Board of Directors of your company is: (1) the Chairman of the Board of Directors of
Dear Cashmere Holding Co.; and (2) the CEO and Chairman of the Board of Directors of
CGrowth Capital, Inc.
The issuance of shares of our common stock upon conversion or exercise, page 40
11.We note that you have stated the number of shares of common stock issuable upon
conversion in your supplemental response to prior comment 11.  As previously requested,
disclose the number of shares of common stock issuable upon conversion or exercise of
outstanding preferred stock, warrants and convertible notes.  In addition, include a risk
factor to highlight the risks concerning the number of shares of common stock issuable
upon conversion or exercise is more than your authorized shares of common stock.  Also,
include disclosure in the appropriate section to discuss how you plan to address the risk.
Recent Developments and Plan of Operations
Second Half of 2022, page 45
12.We note your response to prior comment 12.  Please revise the second sentence to clarify,
if true, that you had completed seven acquisitions by the end of 2022.  In addition, remove
the reference to AL Shola Al Modea Safety and Security LLC being the last acquisition of
the year or consistent with your response and the disclosures on page 2 and elsewhere, if
true, revise the sentence to clarify that while you had entered into an agreement to acquire
AL Shola Al Modea Safety and Security LLC, the acquisition was still pending at the end
of 2022.
First Half of 2023, page 46
13.You disclose that you acquired 52% of Quality International Co Ltd FCZ on January 18,
2023, and 51% of Petro Line FZ LLC on January 27, 2023, which is not consistent with
the disclosures on pages 2 and F-7 indicating that you only signed agreements to acquire
interests in these companies on the stated dates. Further, on page 19 you disclose that the
acquisition of Quality International Co Ltd FCZ was consummated on March 6, 2023.

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Ilustrato Pictures International, Inc.
May 1, 2023
Page 4
Please revise to resolve the inconsistencies, or advise us.
14.Please clarify the references to "purchase orders of $150M in various stages of the
manufacturing process" and "an additional $220M in expected orders."  For example, are
the orders expected to be filled within the current year?
Financial Revenue Forecasts, page 47
15.We note your disclosure of the FY23 revenue forecast of $200 million based upon historic
performance and known purchase orders at the time of filing. Please expand to disclose in
more detail how you derived the forecasted revenue, including the material estimates and
assumptions underlying the forecasted revenue and any factors or contingencies that
would affect forecasted revenue ultimately materializing. Refer to Item 10(b) of
Regulation S-K.
16.Please continue to revise the disclosure in response to prior comment 13.  For example,
we have the following comments:

- Please ensure that the disclosure in your amended document is consistent with the
material outside of your amended document.  For example, we note the disclosure on page
46 that the Defense division forecast revenue of $10 million for fiscal year 2023 does not
appear to be consistent with the statement of your Managing Director in your February 13,
2023 press release about the defense subsidiary that "We expect this division to deliver
upwards of $15 million in profitable revenue this year before it ramps up exponentially in
2024."

- Please tell us why you believe that it is appropriate to present only revenue from your
four divisions without presenting measures of net income (loss).  For guidance, see Item
10(b)(2) of Regulation S-K.
Results of Operations, page 47
17.Revise the last caption of the first table on page 47 to indicate that you reported an
operating loss in fiscal 2022 (e.g., Operating income (loss)). In addition, to facilitate an
investor's understanding, please revise all tables with comparative data in the MD&A to
present fiscal 2022 information in the first column and fiscal 2021 in the second. Lastly,
revise to correct all formatting and mathematical mistakes in the tables presented.
18.We note the revisions made in response to prior comment 14. In the third paragraph you
indicate that Quality International was "consolidated for the last three quarters of 2022
following the signed binding letter of intent for its acquisition in Q2, 2022."  Since you
disclose on page 19 that the acquisition of Quality International closed on March 6, 2023,
please explain to us in detail your reasons for consolidating that entity for the last three
quarters of 2022.  Describe to us the circumstances surrounding the acquisition and any
terms of the binding letter of intent that would support that conclusion.  Cite the
accounting guidance on which you relied.

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 May 1, 2023 Page 5
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Ilustrato Pictures International, Inc.
May 1, 2023
Page 5
19.We note your response to prior comment 16.  Please further revise the discussion of Other
Non-Operating Income on page 49 to describe the circumstances that resulted in the gains
recorded in each annual period relating to your purchase of shares on DRCR and
QIND. Similarly, revise the discussion of Other Non-Operating Expenses to explain why
you recorded a loss on convertible notes in the year ended December 31, 2021.
Liquidity and Capital Resources, page 50
20.Please quantify the amount of your "historical debt obligations" mentioned in the first
paragraph on page 50.
21.We note the revisions made in response to prior comment 19. Please further revise to
correct the disclosure of your working capital of $59 million and your cash and cash
equivalent amounts as of December 31, 2022 in the fifth paragraph of the section. In this
regard, we note that your working capital deficit as of December 31, 2022 is correctly
disclosed in paragraph 6 of the section.
22.We note the revisions made in response to prior comment 19. Please revise the table on
page 50 to correctly disclose your net cash provided by operating activities in fiscal 2022
and fiscal 2021.  In addition, revise the discussion of operating cash flows to correctly
present and discuss amounts that reflect the amounts presented on your statements of cash
flows on page F-5.  Lastly, expand the discussion of investing cash flows on page 51 to
identify the 2022 acquisitions for which you used cash of $60 million, and tell us where
that information is presented on the statements of cash flows.
23.We note your response to prior comment 20.  Please further revise the section to disclose
the current status of the Serbian investment project, and the reasons for the project being
on hold.
24.Please discuss the material terms of the $5.5 million in funding that you have secured
from RB Capital mentioned in your press release on March 31, 2023 and file as exhibits
the underlying agreements concerning the secured funding.  Also, please clarify, with a
view to disclosure, the reference to the funding "requires the free issuance of shares"
mentioned by Mr. Link in the press release.  In addition, file as an exhibit the agreement
with Discover mentioned in the press release.
25.Please expand this section to discuss the "Loans advanced" and "Advance given to
suppliers" mentioned in Note 4 on page F-10.  For example, why did you advance loans,
to whom did you advance the loans, and were there any written agreements concerning the
loans advanced?  As another other example, why were advances given to suppliers?
Executive Compensation, page 58
26.We note your response to prior comment 22.  Please revise the table on page 58 to clarify,
if true, that the compensation information in the table does not include shares of common
stock to be issued in 2023 to the named executive officers.  Also, expand the disclosure in
the footnotes to the table on page 58 to disclose the value of the shares of common stock

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 Comapany NameIlustrato Pictures International, Inc.
 May 1, 2023 Page 6
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Ilustrato Pictures International, Inc.
May 1, 2023
Page 6
of QIND to be issued to the named executive officers based on the recent closing price of
QIND.
27.It appears from the disclosure in the table on page 58 and from the disclosure on pages 58-
63 that the amount of stock awards of Ilustrato securities may be much higher than the
amount of stock awards of QIND securities.  If the amounts may be much higher, then
expand the appropriate section to discuss the conflicts of interest and the higher amounts.
Also, disclose the amount of hours per week that the named executive officers devote to
Ilustrato compared to QIND.
28.Please provide the director compensation table and the narrative to the table required by
Item 402(r) of Regulation S-K. Also, expand this section or another section, such as the
Certain Relationships and Related Transactions and Director Independence section, to
discuss the "Director's current accounts" of $2,096,777 as of December 31, 2022
mentioned in Note 4 on page F-10.
Certain Relationships and Related Transactions, and Director Independence, page 64
29.We note your response to prior comment 23.  Please describe the services provided by
Daniel Link, the duration of such services and clarify the relationship between Daniel
Link and Nicolas Link.
30.Please expand the disclosure in this section to discuss the acquisition of FB Technologies
Global, Inc.  In this regard, disclose the principle followed in determining the amount at
which the assets of FB Technologies were acquired by the company, disclose the identity
of the persons making the determination and their relationship with the company. Also,
state the cost to FB Technologies to acquire the ILUS securities.
Recent Sales of Unregistered Securities, page 68
31.We note the disclosure on pages 71-72 about three notes converted by RB Capital Partners
Inc. on May 4, 2022, July 26, 2022 and on March 21, 2023.  Please disclose when you
issued each of the notes and file as exhibits the underlying agreements concerning the
convertible notes.
32.Please revise the disclosure on page 72 to clearly explain the issuances of shares of
common stock as "commitment shares" to AJB Capital Investment LLC in December
2022 and in March 2023.
Report of Independent Registered Public Accounting Firm, page F-1
33.Please have your auditor revise its

United States securities and exchange commission logo
February 22, 2023
Nicolas Link
Chief Executive Officer
Ilustrato Pictures International, Inc.
26 Broadway, Suite 934
New York, NY 10004
Re:Ilustrato Pictures International, Inc.
Amendment No. 2 to Registration Statement on Form 10-12G
Filed February 1, 2023
File No. 000-56487
Dear Nicolas Link:
            We have reviewed your filing 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 these comments 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 our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.  Unless we note otherwise, our references to prior
comments are to comments in our January 5, 2023 letter.
Amendment No. 2 to Registration Statement on Form 10-12G filed February 1, 2023
Organizational Structure, page 2
1.We note your response to prior comment 1.  Please tell us with specificity where you filed
the share purchase agreements regarding the entities acquired on March 25, 2022 and May
28, 2022 mentioned in the table on page 3.
2.Please revise the disclosure in the eleventh bullet point on page 3 to clarify whether the
company currently trades on the OTC Market under the ticker QIND.
Legal Proceedings, page 24
3.We note your response to prior comment 4.  Please tell us, with a view to disclosure, why
you deleted the disclosure that "Larson Elmore has been misleading the company and its

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Ilustrato Pictures International, Inc.
February 22, 2023
Page 2
shareholders on various matters including but not limited to liabilities, company
commitments and due diligence items presented by Larson Elmore during the takeover
process" that appeared on page 20 of your prior amendment.  Also, tell us, with a view to
disclosure, why you have not included a risk factor concerning the disclosure on page F-
27 that "We lack many information and evidence to support the assertions of financial
statements and there are chances that preceding management of the company might have
missed compliances for which we are not aware. Thus, company may have to bear
consequences for that from authorities. We cannot reasonably ascertain amount for those
contingencies."
Corporate History, page 25
4.We note your response to prior comment 24.  Please file as an exhibit the agreement with
FB Fire Technologies Ltd. for the conversion of debt mentioned in the seventh paragraph
on page 26.
Risk Factors, page 27
5.We note your response to prior comment 21. Please disclose the extent to which you have
not been able to service your debt obligations.  For example, it is unclear if the $2 million
promissory note due February 4, 2023 has been repaid.
6.We note that many of the risk factors in this section could apply to other companies.
Please ensure that you include risk factors relevant to your current business.  For example,
we note the disclosure on page 45 about your "newly formed Defense subsidiary."  As
another example, please ensure that you have included risk factors relevant to a company
"engaged in the industrial, oil & gas, and manufacturing sectors" as you have disclosed on
page 3 and elsewhere in your document.
7.Please revise to clarify which officers and directors reside outside the United States.
Please include a separate “Enforceability of Civil Liabilities” section which discloses the
difficulty of bringing actions and enforcing judgements against these individuals. In this
regard, we note the disclosure on page 49 about the addresses outside of the United States
of your officers and directors.
Our ability to generate the significant amount of cash, page 28
8.We note your response to prior comment 2.  Please revise the disclosure to explain how
you plan to fund the cash obligations in connection with the acquisitions of Quality
International Co Ltd FCZ and Petro Line FZ-LLC.
Our long-term success depends, in part, on our ability to operate and expand, page 32
9.We note your response to prior comment 8.  Please quantify the significance of the
international operations to the company, such as the percentage of revenues from
international operations.

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Our largest shareholder, officer, director, Nicolas Link holds substantial control, page 38
10.We note your response to prior comment 5.  Please quantify the extent to which Nicolas
Link holds substantial control or significant influence.
The issuance of shares of our common stock upon conversion or exercise, page 40
11.We note your response to prior comment 6.  Please quantify the number of shares of your
common stock issuable upon conversion or exercise of your outstanding preferred stock,
warrants and convertible notes.
Recent Developments and Plan of Operations - Second Half of 2022, page 45
12.We note your disclosure that you completed seven acquisitions in 2022. Please reconcile
your disclosure to the list of acquisitions on pages 26 and 27 that only show four
acquisitions being consummated in 2022.  Please revise, or advise us.
Recent Developments and Plan of Operations, page 45
13.Please ensure that the disclosure in your amended document is consistent with the material
outside of your amended document.  In this regard, we note your February 6, 2023 press
release that "ILUS Summarizes Its Progress and Projections Following Its 2nd Annual
Shareholder Meeting" and the presentation to investors on January 27, 2023.  There were
several projections in the materials.  For example, we note the reference in the materials to
"Upwards of $200 million in revenue forecasted for current group companies" for 2023.
Please disclose any underlying assumptions, whether you have independent support for
your projections and any uncertainties and limitations on your projections. As another
example, we note the reference in the materials to "ILUS maintains substantial holding
(50-80%) in all spinoffs" is not mentioned in your amended document.
Results of Operations, page 46
14.We note that you attribute the changes in your revenues and operating expenses primarily
to your acquired subsidiaries. Please revise your discussion throughout to provide a more
detailed and meaningful discussion of the factors that resulted in changes in your results
of operation during the reported periods. For example, identify the business or businesses
and when they were acquired, describe their operations during the related period and how
those operations were similar to or differed from businesses that operated in the
comparable prior period, and quantify how they impacted the particular line item on your
statements of operations.
15.To enhance an investor's understanding of your results of operations, please revise to
clearly discuss how each group of businesses, or your divisions identified on page 2,
namely - (i) Emergency & Response, (ii) Industrial & Manufacturing and (iii) Mining
& Renewable Energy, contributed to your revenues and impacted your costs and expenses
during the reported periods. Clearly explain to investors how the operations of each

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Ilustrato Pictures International, Inc.
February 22, 2023
Page 4
acquisition during the reported period impacted results of your different divisions.
16.Revise your discussions of non-operating income and non-operating expenses in all
reported periods to describe the transactions that resulted in the amounts reported. As
applicable, describe the reasons for any changes in the amounts of these transactions
between reported periods.
17.We note that on page 46 you disclose General and administrative expense, Total operating
expenses and Non-operating expenses of $1,106,533, $1,165,229 and $463,886,
respectively, for the year ended December 31, 2021.  These amounts do not agree with the
amounts presented on your statement of operations for the same period on page F-14.
Please revise the filing throughout to eliminate these and other inconsistencies.
Liquidity and Capital Resources, page 47
18.You disclose that net cash provided by operating activities after considering convertible
notes was $10,423,828 for the nine months ended September 30, 2022. Please reconcile
this disclosure with the $9,405,665.67 net cash used in operating activities presented on
the statement of cash flows for the related period on page F-4, or revise the filing as
appropriate.
19.Revise to also provide a robust comparative discussion of your liquidity and capital
resources for the years ended December 31, 2021 and 2020, respectively. Your
discussions of both interim and annual periods should provide investors with a good
understanding of your ability to generate and obtain adequate amounts of cash to meet
your requirements and your plans for cash over the next 12 months from the most recent
fiscal period end and, separately, in the long-term. Further, identify any known trends or
any known demands, commitments, events or uncertainties that will result in or that are
reasonably likely to result in your liquidity increasing or decreasing in any material way.
Refer to the more detailed guidance in Item 303(b)(1) of Regulation S-K.
20.Further, revise the discussions for both the interim and annual periods to
analyze material cash requirements from known contractual and other obligations.
Describe your material cash requirements, including commitments for capital
expenditures, as of the end of the latest fiscal period, the anticipated source of funds
needed to satisfy such cash requirements and the general purpose of such requirements.
Specify each type of obligation and the relevant time period for the
related cash requirements.  In this regard, we note, for example, from page 45 that you are
in the process of launching a project in Serbia, which is planned to be your main
production hub for vehicles and equipment outside of the United States. As applicable,
please include the required disclosure related to this project. Refer to the more detailed
guidance provided in Item 303(b)(1) of Regulation S-K.
Net Income/Net Loss, page 47
21.Revise your discussion to correctly disclose net income for the nine months ended

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 Comapany NameIlustrato Pictures International, Inc.
 February 22, 2023 Page 5
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Ilustrato Pictures International, Inc.
February 22, 2023
Page 5
September 30, 2021 as $13,035,618.70, as disclosed on your statement of operations for
the same period on page F-2. Please describe the transaction(s) that resulted in non-
operating income of $12,026,143 you recorded in the period.
Employment Agreements, page 53
22.We note your response to prior comment 16.  As previously requested, please tell us, with
a view to disclosure, why common shares in QIND will be issued to your officers and
directors as disclosed on pages 53-58.
Certain Relationships and Related Transactions, and Director Independence, page 59
23.We note your response to prior comment 22.  Please tell us, with a view to disclosure,
why this section does not mention the issuance of shares of preferred class F to Daniel
Link disclosed on page 65.
Index to Financial Statements, page 70
24.We note the discussion relating to your various acquired businesses during the reported
periods in the Business section, including the list provided on pages 26 and 27. Please tell
us your consideration of the requirements to provide financial statements of the acquired
business and related pro forma financial information in this registration statement pursuant
to Rules 8-04 and 8-05 of Regulation S-X.  Provide us with your significance calculations
for each acquisition listed on pages 26 and 27, as well as any probable or consummated
acquisitions through the date of your next amendment. As applicable, revise the filing to
include any required financial statements and related pro forma financial information.
25.Please revise your financial statements to provide the disclosures required by ASC 805-
10-50 relating to your business acquisitions that occurred during the reported periods, and
through the date on which your financial statements were issued.  Clearly describe how
you accounted for each of these acquisitions. As applicable, pursuant to ASC 855-10-50,
include subsequent events notes to the financial statements that clearly describe the
material terms of any probable business acquisitions still pending at the date of your
next amendment.
26.Revise to clearly label the interim financial statements as “unaudited.” Include that label
on each of the primary financial statements and the first page of the notes to financial
statements.  In addition, correct the footnote at the bottom of pages F-1 through F-4 to
state that the accompanying notes are an integral part of these “unaudited” consolidated
financial statements.
27.Revise the unaudited interim as well as the audited financial statements to disclose
accounts receivable, inventory, goodwill and accounts payable on the face of your balance
sheets and provide appropriate disclosure about the items in the notes to financial
statements. Disclose your basis of accounting for inventory (e.g., lower of cost or net
realizable value) and your policy for evaluating and recording inventory impairments.

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Nicolas Link
Ilustrato Pictures International, Inc.
February 22, 2023
Page 6
Refer to ASC 330-10-50-1 and ASC 350-20-45.
28.To facilitate the usefulness of the unaudited interim financial statements as of and for the
three and nine months ended September 30, 2022 and 2021, respectively, including their
comparability with your annual financial statements, please revise the balance sheet on
page F-1 to present the components of stockholders' equity similar to the disclosures
presented on the audited annual financial statements. Similarly, revise the statements of
cash flows on page F-4 to present the activities that resulted in the net cash flows used in
investing and net cash flows provided by financing activities. Lastly, revise the unaudited
interim financial statements throughout to present dollar amounts rounded to the closest
whole dollar, consistent with the audited annual financial statements. Refer to Rule 8-
03(a)(4) of Regulation S-X.
29.Further, revise the unaudited interim financial statements to include notes to the financial
statements that disclose in tabular form the material components of Other Current
Assets and Other Current Liabilities at September 30, 2022 and December 31, 2021. In
addition, in tabular form, disclose the material components of operating expenses for each
reported period. Include notes to the financial statements that clearly describe the
transactions that resulted in the non-operating expenses and non-operating
income reported in each reported period. Refer to Rule 8-03(b)(1) of Regulation S-X.
30.Revise the financial statements and filing throughout to present all basic and diluted
earnings (loss) per share amounts rounded to the nearest cent (i.e., only two decimal
points), in order not to imply a greater degree of precision than exists. Further, revise the
statements of operations for the three and nine months ended September 30, 2022, and
2021

United States securities and exchange commission logo
January 5, 2023
Nicolas Link
Chief Executive Officer
Ilustrato Pictures International, Inc.
26 Broadway, Suite 934
New York, NY 10004
Re:Ilustrato Pictures International, Inc.
Amendment No. 1 to Registration Statement on Form 10-12G
Filed December 9, 2022
File No. 000-56487
Dear Nicolas Link:
            We have reviewed your filing 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 these comments 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 our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form 10 filed December 9, 2022
Organizational Structure, page 2
1.Please file as exhibits the share purchase agreements mentioned in the bullet points
on page 3.  Also, revise the disclosure to update the status concerning the acquisition of a
51% interest in Quality International Co. LTD. FCZ mentioned in the last bullet point on
page 3.
2.Please ensure that you have disclosed the material terms of the share purchase
agreements mentioned in the bullet points on page 3 and elsewhere.  For example,
disclose the "certain agreed Targets and Key Performance indices" mentioned on pages 14
and 16.

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 January 5, 2023 Page 2
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Nicolas Link
Ilustrato Pictures International, Inc.
January 5, 2023
Page 2
Firebug Group, page 8
3.The disclosure on page 8 that "ILUS acquired 100% of the shares in Firebug Mechanical
Equipment L.L.C. and 100% of the shares in FB Fire Technologies Ltd. without
consideration. Both companies were beneficially owned by Nicolas Link" appears to
conflict with the disclosure on page 45 that Mr. Link was issued 360,000,000 common
shares on the 29th of May 2020 "as a swap for Mr. Link’s FireBug Group shares, of which
340,000,000 have since been converted to a Pref B share category. Mr. Link was also
issued 10,000,000 Pref A Shares and 60,741,000 Pref D shares on the 29th of May 2020."
Please advise or revise accordingly.
Legal Proceedings, page 20
4.Please revise the disclosure on pages 20 and 51 to state when the case was won by the
company. Also, revise the disclosure on pages 20 and 51 to ensure that the legal dispute
between the old CEO and owner Larson Elmore contains a description of the factual basis
alleged to underlie the proceedings and the relief sought. Refer to Item 103(a) of
Regulation S-K.
Risk Factors, page 22
5.Please include a risk factor to highlight the legal dispute between the old CEO and owner
mentioned on pages 20 and 51.  Also, include a risk factor to highlight the risks
concerning the conversion rates and voting rights of your preferred stock.  For example,
we note the disclosure on pages 21 and 22 about the preferred shares.
6.Please include a risk factor to highlight the issuance of shares upon conversion of the
outstanding convertible notes with the entities mentioned on page 53.  In this regard, we
note the issuance of shares for settlement of notes from 2020 - 2022 as mentioned on
pages 54 - 57.
7.We note the disclosure on page 26 that the company "expects international operations and
export sales to continue to be significant for the foreseeable future."  Please revise the
disclosure to quantify, to the extent practicable, the significance of international
operations and export sales, such as the amount of your revenue from international
operations and the amount of your assets located outside the United States.
8.We note the disclosure in the third bullet point on page 3 about customers in the Middle
East, Asia and Africa and the disclosure in the penultimate paragraph on page 37 about a
project in Serbia.  Please expand this section to include risk factors that highlight the
material risks concerning operations in these regions.

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Management's Discussion and Analysis, page 35
9.In view of the statement in your July 13, 2022 press release that "Due to current progress
and the agreed acquisitions which it expects to close in the 3rd quarter, ILUS has updated
its revenue forecast to a run rate of $140 million for 2022," provide the disclosure required
by Item 303(a)(3)(ii) of Regulation S-K given your disclosure about revenue of $43.1
million for the nine months ended September 30, 2022, including revenue of $20.4 million
for the three months ended September 30, 2022.
Recent Developments and Plan of Operations, page 37
10.We note the statement in your letter to shareholders dated November 11, 2022 that the
company has "over $150 million in confirmed purchase orders and $220 million in
expected orders."  However, it does not appear that you discuss such orders in this section
or elsewhere in your amendment.  Please advise or revise accordingly.
11.We note the statement in your letter to shareholders that the company is "presently
manufacturing in 4 countries with several million square feet of manufacturing space and
will be increasing to manufacturing in 7 countries soon."  Please expand the appropriate
section to discuss your plans about "manufacturing in 7 countries soon."
12.We note the statement in your letter to shareholders that "We have 6 acquisitions
completed already and several agreed" and your press release dated December 13, 2022
about the acquisition of AL Shola Al Modea Safety and Security LLC.  Please ensure that
you update the disclosure concerning such acquisitions.
13.Please expand the disclosure on page 37 about "ILUS is in the process of launching an
approved investment project in Serbia" to discuss the project in greater detail.  For
example, we note the information in your September 26, 2022 press release that: (1)
"ILUS has secured upwards of $8 million in government subsidies for ILUS EV
Technologies. A further five planned investment projects are included in the company’s
approved Phase One business plan for the region, each resulting in their own substantial
government subsidies;" (2) "As part of the planned Phase One rollout in Serbia, ILUS has
secured a large site on the outskirts of aak and also has the option to secure manufacturing
facilities in Kragujevac and Jagodina. The planned Phase Two project is considered by
ILUS as a separate project entirely, involving the privatization of a large government
site;" and (3) "Serbia is also expected to be ILUS’ main production hub for vehicles and
equipment outside of the United States."
Properties, page 40
14.Please file as exhibits the lease agreements mentioned in this section.

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 January 5, 2023 Page 4
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Ilustrato Pictures International, Inc.
January 5, 2023
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Directors and Executive Officers, page 42
15.Please ensure that you have disclosed the business experience of your officers and
directors for the last five years.  For example, it is unclear why the disclosure in this
section does not mention that on October 21, 2022, Mr. Falk resigned as CEO of Quality
Industrial Corp. and was appointed as Chief Commercial Officer of Quality Industrial
Corp. as disclosed on page 2 of Quality Industrial Corp.'s Form 8-K filed on October 21,
2022.  As another example, revise the disclosure on pages 42 - 44 to clarify whether each
of your current officers and directors hold and held over the past five years any other
directorships in any company with a class of securities registered pursuant to Section 12
of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act
or any company registered as an investment company under the Investment Company Act
of 1940.  Also, revise page 44 to disclose when Mr. Falk won two Gazelle Prizes and
when he was awarded for best global online sales.
16.Please tell us, with a view to disclosure, why and when common shares in QIND will be
issued to your officers and directors as disclosed on pages 45- 50.
Executive Compensation, page 45
17.Please revise to include compensation disclosure for the fiscal year ended December 31,
2022.
18.Please tell us, with a view to disclosure, where the issuances of securities to Mr. Backwell
and Mrs. Bennett mentioned on pages 55 and 56 are included as compensation in the table
on page 45.
19.With regard to stock awards for the fiscal years ended December 31, 2020 and December
31, 2021, please revise the summary compensation table to include a footnote disclosing
all assumptions made in the valuation. Refer to Instruction 1 of Item 402(n)(2)(v) of
Regulation S-K.
Employment Agreements, page 45
20.Please ensure that you disclose the material terms of the employment agreements.  For
example, we note the references on pages 46 - 50 to "The Officer shall be entitled to the
Severance Benefits." However, the severance benefits are not disclosed on pages 46-50.
Debt Securities, page 53
21.Please file as exhibits the convertible notes entered into with RB Capital Partners on
August 25, 2022 and November 14, 2022.
Recent Sales of Unregistered Securities , page 54
22.As to securities sold for cash, state the aggregate offering price.  For example, we note
that the information in this section about the issuance for shares of common stock "for an

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 January 5, 2023 Page 5
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January 5, 2023
Page 5
agreement to purchase shares" does not state the aggregate offering price.  As to securities
sold otherwise than for cash, state the nature of the transaction and the nature and
aggregate amount of consideration received by the registrant.  For example, it appears
from the information on pages 55 and 56: (1) that between January 27, 2021 and July 9,
2021 you issued approximately 354 million shares of common stock to GPL Ventures
LLC for "settlement of a  convertible note;" (2) that you issued 3 million shares of
common stock for "services supplied to the company;" and (3) that on February 7, 2022
you issued 20 million shares of common stock as "commitment shares."
23.Please file as an exhibit the "Agreement with Larson Elmore" mentioned on page 54.
General
24.Please ensure that you have updated the disclosure to the extent practicable.  For example,
update the disclosure in the last paragraph on page 21 about the final tranche "to be issued
in Quarter 3 of 2022" to clarify whether the final tranche has been issued.
25.Please tell us, with a view to disclosure, of the status of the plans to acquire a battery
manufacturing company mentioned in your June 14, 2022 press release. In this regard, we
note the statement in the press release that "In a move that will add to its Renewables
subsidiary, ILUS is now in the final stages of agreeing the acquisition of a battery
manufacturing company which is currently generating $20 million in annual revenue."
26.If your operations have experienced or are experiencing inflationary pressures or rising
costs, please expand to identify the principal factors contributing to the inflationary
pressures the company has experienced and clarify the resulting impact to the company.
Please also revise to identify actions planned or taken, if any, to mitigate inflationary
pressures.
27.Please disclose whether and how your business segments, products, lines of service,
projects, or operations are materially impacted by supply chain disruptions, especially in
light of Russia’s invasion of Ukraine. For example, discuss whether you have or expect to:
• suspend the production, purchase, sale or maintenance of certain items due to a lack of
raw materials, parts, or equipment; inventory shortages; closed factories or stores; reduced
headcount; or delayed projects;
• experience labor shortages that impact your business;
• experience cybersecurity attacks in your supply chain;
• experience higher costs due to constrained capacity or increased commodity prices or
challenges sourcing materials (e.g., nickel, palladium, neon, cobalt, iron, platinum or other
raw material sourced from Russia, Belarus, or Ukraine);
• experience surges or declines in consumer demand for which you are unable to
adequately adjust your supply;
• be unable to supply products at competitive prices or at all due to export restrictions,
sanctions, tariffs, trade barriers, or political or trade tensions among countries or the
ongoing invasion; or be exposed to supply chain risk in light of Russia’s invasion of
Ukraine and/or related geopolitical tension or have sought, made or announced plans to

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January 5, 2023
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“de-globalize” your supply chain.

Explain whether and how you have undertaken efforts to mitigate the impact and where
possible quantify the impact to your business.
28.Please disclose whether you are subject to material cybersecurity risks in your supply
chain based on third-party products, software, or services used in your products, services,
or business and how a cybersecurity incident in your supply chain could impact your
business. Discuss the measures you have taken to mitigate these risks. To the extent
material, disclose any new or heightened risk of potential cyberattacks by state actors or
others since Russia’s invasion of Ukraine and whether you have taken actions to mitigate
such potential risks.
29.Please describe the extent and nature of the role of the board of directors in overseeing
cybersecurity risks, including in connection with the company’s supply
chain/suppliers/service providers.
30.Please discuss whether supply chain disruptions materially affect your outlook or business
goals. Specify whether these challenges have materially impacted your results of
operations or capital resources and quantify, to the extent possible, how your sales, profits,
and/or liquidity have been impacted. Also discuss known trends or uncertainties resulting
from mitigation efforts undertaken, if any. Explain whether any mitigation efforts
introduce new material risks, including those related to product quality, reliability, or
regulatory approval of products.
31.Please discuss whether recent increased cases of COVID-19 and/or shutdowns related to
additional or increased outbreaks have had a material impact on your operations, supply
chain, liquidity or capital resources. In this regard, where you refer to effects that "may" or
"could" occur, please revise to clarify what has occurred and what material effects are
reasonably likely to happen.
            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, Staff Attorney, at 202-551-3602 or Jay Ingram, Legal
Branch Chief, at 202-551-3397 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Scott Doney, Esq.

United States securities and exchange commission logo
November 18, 2022
Nicolas Link
Chief Executive Officer
Ilustrato Pictures International, Inc.
26 Broadway, Suite 934
New York, NY 10004
Re:Ilustrato Pictures International, Inc.
Registration Statement on Form 10-12G
Filed October 19, 2022
File No. 000-56487
Dear Nicolas Link:
            We issued comments to you on the above captioned filing on October 28, 2022.  As of
the date of this letter, these comments remain outstanding and unresolved.  We expect you to
provide a complete, substantive response to these comments by December 2, 2022.
            If you do not respond, we will, consistent with our obligations under the federal securities
laws, decide how we will seek to resolve material outstanding comments and complete our
review of your filing and your disclosure.  Among other things, we may decide to release
publicly, through the agency's EDGAR system, all correspondence, including this letter, relating
to the review of your filings, consistent with the staff's decision to publicly release comment and
response letters relating to disclosure filings it has reviewed.
            Please contact Tom Jones at 202-551-3602 or Jay Ingram at 202-551-3397 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
October 28, 2022
Nicolas Link
Chief Executive Officer
Ilustrato Pictures International, Inc.
26 Broadway, Suite 934
New York, NY 10004
Re:Ilustrato Pictures International, Inc.
Registration Statement on Form 10-12G
Filed October 19, 2022
File No. 000-56487
Dear Nicolas Link:
            Our initial review of your registration statement indicates that it fails in numerous
material respects to comply with the requirements of the Securities Exchange Act of 1934, the
rules and regulations thereunder and the requirements of the form.  More specifically, the filing
does not include financial statements as required by Item 13 of Form 10 and Article 8 of
Regulation S-X. In this regard, we note the disclosure on page 60 that "The
Company’s audited financial statements for the fiscal years ended December 31, 2021, and
December 31, 2020, are included here on pages F-11 through F-26 and were audited by Pipara
& Co LLP."  However, the report of Pipara & Co LLP on page F-11 is a review report related to
your interim financial statements as of and for the three-month period ended June 30, 2022.
Further, it appears from the consent filed as exhibit 23 that Pipara & Co LLP may have issued a
report expressing a disclaimer of opinion for the years ended December 31, 2021 and 2020,
which does not meet the requirements of Article 2 of Regulation S-X.
            This registration statement will become effective on December 18, 2022.  If the
registration statement were to become effective in its present form, we would be required to
consider what recommendation, if any, we should make to the Commission.  We suggest that
you consider filing a substantive amendment correcting the deficiencies or a request for
withdrawal of the registration statement before it becomes effective.

 FirstName LastNameNicolas Link
 Comapany NameIlustrato Pictures International, Inc.
 October 28, 2022 Page 2
 FirstName LastName
Nicolas Link
Ilustrato Pictures International, Inc.
October 28, 2022
Page 2
            Please contact Thomas Jones at 202-551-3602 or Jay Ingram at 202-551-3397 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

December 5 , 2012

Via Email
Mr. Brian Hammond
Chief Executive  Officer
Superior Venture Corp .
Suite 220 -2 Old Brompton Road
South Kensingt on, London SW7 3DQ

Re: Superior V enture Corp .
 Form 8 -K
Filed November 9 , 2012
File No. 001-35316

Dear Mr. Hammond :

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 proceedi ng 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 include s the
informati on the Securities Exchange Act of 1934 and all applicable rules require.

        Sincerely,

        /s/Craig Arakawa

        Craig Arakawa
        Staff  Accountant
        Office of Beverages, Apparel and
Mining

November 29 , 2012

Via Email
Mr. Brian Hammond
Chief Executive  Officer
Superior Venture Corp .
Suite 220 -2 Old Brompton Road
South Kensingt on, London SW7 3DQ

Re: Superior V enture Corp .
 Form 8 -K
Filed November 9 , 2012
Response Letter Dated November 26, 2012
File No. 001-35316

Dear Mr. Hammond :

We have reviewed your response  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 r espond to this letter within five  business days by amending your fi ling, by
providing the requested information, or by advising us when you will provide the requested
response. 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 filing and the information you provide in
response to these comments, we may have additional comments.

Form 8 -K filed November 9, 2012

1. We note your response to comment 1 from our letter dated November 20 , 2012 and
understan d that you have retained Peter Messineo CPA as your independent registered
public accountant.  However, i f the transaction between Ilustrato Pictures Ltd. and
Superior Venture Corp  is a reverse merger, a change in accountants is presumed to have
occurred u nless one accountant audited both the premerger financial statements of both
parties to the merger. The accountant who is no longer associated with the continuing
entity is considered to be the predecessor accountant.  Please provide the change in
accounta nt disclosures set forth in Item 304 of Regulation S -K. Also include a letter from
the former accountant regarding its concurrence or disagreement with the statements
made by you in the current report .

Brian Hammond
Superior Venture Corp .
November 2 9, 2012
Page 2

You may contact me at (202)  551-3650 if you have questions regarding our comm ents.

       Sincerely,

       /s/Craig H. Arakawa

       Craig H. Arakawa
       Staff Accountant

CORRESP
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Superior Venture Corporation

Suite 220-2 Old Brompton Road

South Kensington, London, SW7 3DQ

November 26, 2012

Via EDGAR

United States Securities and Exchange Commission

100 F Street, N.E. Mailstop 3561

Washington D.C., 20549-7010

Attention: Craig H. Arakawa

Re:  Superior Venture Corp.

Form 8-K

Filed November 9, 2012

File No. 001-35316

Dear Mr. Arakawa:

I write on behalf of Superior Venture Corporation,
(the “Company”) in response to Staff’s letter of November 20, 2012, by Craig H. Arakawa, Staff Accountant, of
the United States Securities and Exchange Commission (the “Commission”) regarding the above-referenced Current Report
on Form 8-K, filed November 9, 2012, (the Comment Letter”).

Paragraph numbering used for each response
corresponds to the numbering used in the Comment letter.

Form
8-K filed November 9, 2012

 1. your form 8-k announcing your share exchange agreement ilustrato
pictures ltd does not include information on a change in accountants. please revise to provide the disclosures under item 4.01
related to your change in certifying accountant to comply with item 304 of regulation s-k.

In response to this comment, the Company does not intend to switch
independent auditors, but will continue with its current independent auditor, Peter Messineo, CPA.

In addition, enclosed herewith please find
an acknowledgement letter from the Company.

Sincerely,

/s/ Brian Hammond

Brian Hammond

Enclosure (Acknowledgment by the Company)

Superior Venture Corporation

Suite 220-2 Old Brompton Road

South Kensington, London, SW7 3DQ

Via EDGAR

November 26, 2012

THE UNITED STATES SECURITIES

AND EXCHANGE COMMISSION

Division of Corporate Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attn:	Craig H. Arakawa, Staff Accountant

Re:  Superior Venture Corp.

Form 8-K

Filed November 9, 2012

File No. 001-35316

Dear Mr. Arakawa:

In connection with the Company’s response
to the United States Securities and Exchange Commission’s (the “Commission”) comments in a letter dated November
20, 2012 by Craig H. Arakawa, Staff Accountant, of the United States Securities and Exchange Commission (the “Commission”),
this correspondence shall serve as acknowledgment by the Company of the following:

 · 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.

Superior Venture Corporation.

/s/ Brian Hammond

    By:
    Brian Hammond

    Chief Executive Officer

    2

November 20, 2012

Via Email
Mr. Brian Hammond
Chief Executive  Officer
Superior Venture Corp .
Suite 220 -2 Old Brompton Road
South Kensingt on, London SW7 3DQ

Re: Superior V enture Corp .
 Form 8 -K
Filed November 9 , 2012
File No. 001-35316

Dear Mr. Hammond :

We have reviewed your filing and have the following comments.  Where indicated,  we
think you should revise your document in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  In so me of our comments, we may ask
you to provide us with more information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

 Please understand that the purpose of our review process is to assist  you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or any other aspect of our review.  Feel free to call us at the
telephone number  listed at the end of this letter.

Form 8 -K filed November 9, 2012

1.  Your Form 8 -K announcing your share exchange agreement with Ilustrato  Pictures Ltd
does not include information on a change in accountants.  Please revise to provide the
disclosures under Item 4.01 related to your change in certifying accountant to comply
with Item 304 of Regulation S -K.

 As appropriate , please amend you r filing and respond to these comments within five
business days or tell us when you will provide us with a response.  You may wish to provide us
with marked copies of the amendment to expedite our review.  Please furnish a cover letter with
your amendment  that keys your responses to our comments and provides any requested
information.  Detailed cover letters greatly facilitate our review.  Please understand that we may
have additional comments after reviewing your amendment and responses to our comments.

Brian Hammond
Superior Venture Corp .
November 20 , 2012
Page 2

  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 all information required under the Securities
Exchange Act of 1934 and that they have provided all information in vestors require for an
informed investment decision.  Since the company and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of
the disclosures they have made.

 In conne ction with responding to our comments, please provide, in writing, a statement
from the company 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 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 securiti es laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of your
filing or in response to our comments on your  filing.

You may contact me at (202)  551-3650 if you have questions regarding our comments.

       Sincerely,

       /s/Craig H. Arakawa

       Craig H. Arakawa
       Staff Accountant

CORRESP
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Converted by EDGARwiz

Superior Venture Corporation

1937 E. Mineral Avenue

Centennial, Colorado 80122

February 23, 2011

Mr. John Reynolds

Assistant Director

Securities and Exchange Commission

Division of Corporate Finance

100 F Street NE

Washington, D.C. 20549

RE:

Superior Venture Corporation

Registration Statement on Form S-1

Filed February 17, 2011

File No. 333-168136

Dear Mr. Reynolds:

I am the President of Superior Venture Corporation, a Nevada corporation.  I respectfully request that the Commission accelerate the effective date of our company’s Registration Statement on Form S-1 thereto to February 28, 2011 at 1:00 pm Eastern Standard Time, or soon thereafter as practicable.  Accordingly, I would appreciate your prompt consideration of this request and would welcome as prompt a response as is convenient.

The company hereby acknowledges that:

1.  Should the Commission of 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 our company from our full responsibility for the adequacy and accuracy of the disclosure in the filing; and

3.  The company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission if any person under the federal securities laws of the United States.

The company further acknowledges our full awareness of our responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed offering of the securities specified in our Form S-1 registration statement.

Thank you for your expedient and diligent review of this file.  If any further questions or comments should arise we request that the Staff contact Clifford J. Hunt, Esquire at Law Office of Clifford J. Hunt P.A. at (727) 471-0447 facsimile, (727) 471-0444 telephone or Michael Moore at (303) 513-8202 with any questions or comments.

Sincerely,

/s/: Michael Moore

Michael Moore

President

cc:

Via Facsimile (727) 471-0447

Clifford J. Hunt, Esquire

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

CORRESP
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UNITED STATES

Superior Venture Corporation

1937 E. Mineral Avenue

Centennial, Colorado 80122

February 15, 2011

Mr. John Reynolds

Assistant Director

Securities and Exchange Commission

Division of Corporate Finance

100 F Street NE

Washington, D.C. 20549

RE:

Superior Venture Corporation

Registration Statement on Form S-1

Filed July 16, 2010

File No. 333-168136

Dear Mr. Reynolds:

Superior Venture Corporation submits this letter to you in response to your letter of February 11, 2011, which letter sets forth comments of the Staff of the Securities and Exchange Commission regarding the above referenced filing.  This letter sets forth our responses to the Staff’s comments.  For your convenience, we have recited the Staff’s comments in italicized, bold type and have followed each comment with our response. We also have appended to the end of this letter a redline version of Amendment No. 5 to our registration statement on Form S-1.

COMMENT:

Marketing, page 23

1.

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

RESPONSE:

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

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

COMMENT:

Marketing Strategy, page 24

2.

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

RESPONSE:

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

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

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

COMMENT:

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

3.

We reissue comment three of our letter dated January 28, 2011.  Please revise your disclosure on page 44 to disclose the cash balance as of the most recent practicable date.

RESPONSE:

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

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

Unaudited Balance Sheet Data:

Cash

$  4,475

        Total assets          $  4,475

Total liabilities

$          0

Shareholders’ equity

$  4,475

Furthermore, the Company acknowledges that;

·

should the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·

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

·

the company may not assert staff comments and the declaration of effectiveness as a defense in any proceedings initiated by the Commission or any person under the federal securities laws of the United States.

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

Sincerely,

/s/: Michael Moore

Michael Moore

President

cc:

Via Facsimile (727) 471-0447

Clifford J. Hunt, Esquire

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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1/A

Amendment No.

5

4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Superior Venture Corporation

(Name of registrant as specified in its charter)

Nevada

 5182

 27-2450645

(State or jurisdiction of incorporation or organization)

 (Primary Standard Industrial Classification Code Number)

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

1937 E. Mineral Avenue

Centennial, Colorado 80122

(303) 513-8202

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

Clifford J. Hunt, Esquire

Law Office of Clifford J. Hunt P.A.

8200 Seminole Blvd.

Telephone: (727) 471-0444

Facsimile No. (727) 471-0447

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

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

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

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

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

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

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

Large accelerated filer [  ]

Accelerated filer [  ]

Non-accelerated filer [  ]

Smaller reporting company [X]

CALCULATION OF REGISTRATION FEE

 Proposed

 Amount to

 Proposed

 Maximum

Title of Each Class

 be

 Maximum

 Aggregate

 Amount of

of Securities to be

 Registered

 Offering Price

 Offering Price

 Registration

Registered

 (1)

 per Share ($)

 ($)(2)

 Fee($)

Shares of Common

Stock, par value

     5,000,000

 $.01

   $50,000

 $2.79

$0.001

1

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

2

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

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

Prospectus

Superior Venture Corporation

5,000,000 Shares of Common Stock

$0.01per share

$50,000 Maximum Offering

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

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

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

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

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

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

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

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

 Number of Shares

 Offering Price

 Underwriting Discounts & Commissions

 Proceeds to the Company

Per Share

 1

 $

 0.01

 $

 0.00

 $

 0.01

Maximum

 5,000,000

 $

  0.01

 $

 0.00

 $

 50,000

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

1

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

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

The date of this Prospectus is ______________, 2011.

2

Table of Contents

PART I: INFORMATION REQUIRED IN PROSPECTUS

SUMMARY OF PROSPECTUS

General Information about the Company

The Offering

RISK FACTORS

RISKS ASSOCIATED WITH THIS OFFERING

USE OF PROCEEDS

DETERMINATION OF OFFERING PRICE

DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES

PLAN OF DISTRIBUTION

Offering will be Sold by Our Officer and Director

Terms of the Offering

Deposit of Offering Proceeds

Procedures and Requirements for Subscription

DESCRIPTION OF SECURITIES

INTEREST OF NAMED EXPERTS AND COUNSEL

DESCRIPTION OF OUR BUSINESS

General Information

Business Overview

Product Development

Industry Analysis

Marketing

Growth Strategy of the Company

Competitor Analysis

12 Month Growth Strategy and Milestones

Patents and Trademarks

Need for any Government Approval of Products or Services

Government and Industry Regulation

Research and Development Activities

Environmental Laws

Employees and Employment Agreements

DESCRIPTION OF PROPERTY

LEGAL PROCEEDINGS

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

a) Audited Financial Statements as of April 30, 2010

b) Unaudited Financial Statements as of October 31, 2010

MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FISCAL DISCLOSURE

FINANCIAL DISCLOSURE

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

EXECUTIVE COMPENSATION

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

FUTURE SALES BY EXISTING STOCKHOLDERS

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

INDEMNIFICATION

AVAILABLE INFORMATION

PART II: INFORMATION NOT REQUIRED IN PROSPECTUS

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

INDEMNIFICATION OF DIRECTORS AND OFFICERS

RECENT SALES OF UNREGISTERED SECURITIES.

EXHIBITS.

UNDERTAKINGS

3

4

PART I: INFORMATION REQUIRED IN PROSPECTUS

SUPERIOR VENTURE CORPORATION

1937 E. MINERAL AVENUE

CENTENNIAL, COLORADO 80122

(303) 513-8202

SUMMARY OF PROSPECTUS

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

General Information about the Company

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

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

February 11, 2011
 Michael Moore, President, CEO, Director Superior Venture Corporation 1937 E. Mineral Avenue Centennial, Colorado 80122
Re: Superior Venture Corporation
Amendment No. 5 to Registrati on Statement on Form S-1
Filed February 4, 2011 File No. 333-168136

Dear Mr. Moore:

We have reviewed your ame nded registration statement and supplemental response 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.

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

 Marketing, page 23

1. Please clarify your reference to “this segment”  in the last two se ntences of the first
paragraph of page 24 in light of your revise d discussion of the three segments you intend
to target.
 Marketing Strategy, page 24

2. We partially reissue commen t two of our letter dated Ja nuary 28, 2011.  We note your
discussion of how you intend to market to your “first market segmentation” of consumers
with disposable income who are college educat ed.  Please also revised here to discuss the
specific marketing strategies you intend to use, if any, for your other two identified
market segments: adults aged 45 and up and generation-Xers/millennials.

Michael Moore Superior Venture Corporation February 11, 2011 Page 2

 Management’s Discussion and Analysis  or Plan of Operation, page 44

3. We reissue comment three of our letter dated January 28, 2011.  Please revise your
disclosure on page 44 to disclose the cash bala nce as of the most recent practicable date.

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.
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.
 Please contact Shehzad Niazi at (202) 551-3121  or Pamela Howell, Special Counsel, at
(202) 551-3357 with any questions.

Sincerely,
   /s/ Pamela Howell  for
John Reynolds Assistant Director

CORRESP
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UNITED STATES

Superior Venture Corporation

1937 E. Mineral Avenue

Centennial, Colorado 80122

February 2, 2011

Mr. John Reynolds

Assistant Director

Securities and Exchange Commission

Division of Corporate Finance

100 F Street NE

Washington, D.C. 20549

RE:

Superior Venture Corporation

Registration Statement on Form S-1

Filed July 16, 2010

File No. 333-168136

Dear Mr. Reynolds:

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

COMMENT:

Description of Our Business, page 19

Marketing, page 21

1.

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

RESPONSE:

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

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

COMMENT:

2.

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

RESPONSE:

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

Marketing section includes:

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

Target Market Segmentation section includes:

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

Marketing Strategy

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

·

Distributors

·

Retailers – including food and specialty stores

·

Restaurants – bars, lounges, and clubs

·

Media – including newspapers and specialty publications

·

Networking – individuals and associations

·

End Consumer

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

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

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

COMMENT:

3.

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

RESPONSE:

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

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

Unaudited Balance Sheet Data:

Cash

$  5,429

      Total assets          $  5,429

Total liabilities

$          0

Shareholders’ equity

$  5,429

COMMENT:

Unaudited Interim Financial Statements

Notes to Unaudited Interim Financial Statements

General

4.

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

RESPONSE:

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

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

Furthermore, the Company acknowledges that;

·

should the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·

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

·

the company may not assert staff comments and the declaration of effectiveness as a defense in any proceedings initiated by the Commission or any person under the federal securities laws of the United States.

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

Sincerely,

/s/: Michael Moore

Michael Moore

President

cc:

Via Facsimile (727) 471-0447

Clifford J. Hunt, Esquire P.A.

Law Office of Clifford J. Hunt, Esquire

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1/A

Amendment No.

4

3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Superior Venture Corporation

(Name of registrant as specified in its charter)

Nevada

 5182

 27-2450645

(State or jurisdiction of incorporation or organization)

 (Primary Standard Industrial Classification Code Number)

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

1937 E. Mineral Avenue

Centennial, Colorado 80122

(303) 513-8202

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

Clifford J. Hunt, Esquire

Law Office of Clifford J. Hunt P.A.

8200 Seminole Blvd.

Telephone: (727) 471-0444

Facsimile No. (727) 471-0447

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

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

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

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

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

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

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

Large accelerated filer [  ]

Accelerated filer [  ]

Non-accelerated filer [  ]

Smaller reporting company [X]

CALCULATION OF REGISTRATION FEE

 Proposed

 Amount to

 Proposed

 Maximum

Title of Each Class

 be

 Maximum

 Aggregate

 Amount of

of Securities to be

 Registered

 Offering Price

 Offering Price

 Registration

Registered

 (1)

 per Share ($)

 ($)(2)

 Fee($)

Shares of Common

Stock, par value

     5,000,000

 $.01

   $50,000

 $2.79

$0.001

1

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

2

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

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

Prospectus

Superior Venture Corporation

5,000,000 Shares of Common Stock

$0.01per share

$50,000 Maximum Offering

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

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

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

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

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

January 28, 2011
 Michael Moore, President, CEO, Director Superior Venture Corporation 1937 E. Mineral Avenue Centennial, Colorado 80122
Re: Superior Venture Corporation
Amendment No. 4 to Registrati on Statement on Form S-1
Filed January 14, 2011 File No. 333-168136

Dear Mr. Moore:

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.

Amendment No. 4 to Registration Statement on Form S-1

 Description of Our Business, page 19

Marketing, page 21

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

2. We reissue in part comment eight of our  letter dated October 27, 2010.  We note that
your target markets as discussed on page 22 under Target Market Segmentation appear to
include all demographics other than men between the ages of 33 and 44, whereas you
state in the penultimate paragraph of page  21 that your target market includes end
consumers that have disposable income and are college educated.  Furthermore, you state
in the first paragraph of page 20 that you intend to introduce a Chardonnay (due to its
general popularity) and a Merlot (due to its qualities as an “i ntroducing” wine).  In light

Michael Moore Superior Venture Corporation January 28, 2011 Page 2

 of these statements, please clarify and discu ss in greater detail your  marketing strategy
and how you intend to implement the specifi c strategy discussed.  Your disclosure
currently appears to suggest a very general target market and marketing approach, with
some focus on new wine drinkers.

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

Unaudited Interim Financial Statements

Notes to Unaudited Interim Financial Statements
General

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

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

Michael Moore Superior Venture Corporation January 28, 2011 Page 3

 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 Jamie Kessel at (202) 551-3727 or Brian Bh andari, Accounting Branch
Chief, at (202) 551-3390 if you have questions regarding comments on the financial statements
and related matters.  Please contact Shehzad Ni azi at (202) 551-3121 or Pamela Howell, Special
Counsel, at (202) 551-3357 w ith any other questions.

Sincerely,
   /s/ Pamela Howell  for
John Reynolds Assistant Director

December 17, 2010
   Michael Moore, President, CEO, Director Superior Venture Corporation
1937 E. Mineral Avenue
Centennial, Colorado 80122
Re: Superior Venture Corporation
Registration Statement on Form S-1 Amendment Filed December 14, 2010
 File No. 333-168136

Dear Mr. Moore:
Our preliminary review of your registration st atement indicates that it fails in numerous
material respects to comply with  the requirements of the Securi ties Act of 1933, the rules and
regulations under that Act, and th e requirements of the form.  In this regard , we note that your
financial statements are stale, among other po ssible issues.  We will  not perform a detailed
examination of the registration st atement and we will not issue co mments because to do so would
delay the review of other disclosure document s that do not appear to contain comparable
deficiencies.
If you were to request acceleratio n of the effective date of the registration statement in its
present form, we would likely reco mmend that the Commissi on deny your request.   We suggest that
you consider filing a substa ntive amendment to correct  the deficiencies.

Sincerely,
       John Reynolds
Assistant Director
 cc: Clifford J. Hunt, Esq.  Fax:  (727) 471-0447

CORRESP
1
filename1.htm

UNITED STATES

Superior Venture Corporation

1937 E. Mineral Avenue

Centennial, Colorado 80122

December 14, 2010

Mr. John Reynolds

Assistant Director

Securities and Exchange Commission

Division of Corporate Finance

100 F Street NE

Washington, D.C. 20549

RE:

Superior Venture Corporation

Registration Statement on Form S-1

Filed July 16, 2010

File No. 333-168136

Dear Mr. Reynolds:

Superior Venture Corporation submits this letter to you in response to your letter of October 25, 2010, which letter sets forth comments of the Staff of the Securities and Exchange Commission regarding the above referenced filing.  This letter sets forth our responses to the Staff’s comments.  For your convenience, we have recited the Staff’s comments in italicized, bold type and have followed each comment with our response. We also have appended to the end of this letter a redline version of Amendment No. 3 to our registration statement on Form S-1.

COMMENT:

Form S-/A, filed October 25, 2010

Summary

1.

We partially reissue comment one of our letter dated September 27, 2010.  Please reconcile the disclosure that you plan to offer two varietals during the next 12 months and that you plan to offer two varietals during the next six months following the closing of the offering with the disclosure in the milestones discussion, which indicates that you will not receive your first cases of production run until seven to nine months following the closing of the offering..

RESPONSE:

We acknowledge the Staff’s comment and confirm that the Company has reconciled and clarified our disclosure throughout the Form S-1/A as follows: “Superior Venture plans to offer two wine varietals approximately seven to nine months following the closing of the public offering and plans to add two more varieties within the next 24 months.  Upon receiving our first shipment during the seven to nine month timeframe; we hope to start generating revenue approximately thirty days following the initial delivery”.  The Company has revised section “Summary” sub-section “General Information about the Company,” section “Description of Our Business” sub-section “Business Overview,” sub-section “Product Development,” and sub-section 12 Month Growth Strategy and Milestones,” section “Plan of Operation” sub-section “Proposed Milestones to Implement Business Operations.”

COMMENT:

Risk Factors

2.

We reissue comment three of our letter dated September 27, 2010.  Please add a separate risk factor discussing the going concern raised by the independent public accountant.  You have currently added a risk factor subheading.

RESPONSE:

We acknowledge the Staff’s comment and the Company responds by stating that it has added a separate risk factor subheading for the paragraph discussing the going concern raised by the independent public accountant.  The revised section appears in the “Risk Factors” in the Form S-1/A filing as written below.

RISKS RELATED TO OUR FINANCIAL CONDITION AND CAPITAL REQUIREMENTS

AUDITOR’S GOING CONCERN

As shown in the financial statements accompanying this prospectus, Superior Venture Corporation has had no revenues to date and has incurred only losses since its inception.  The Company has had no operations and has been issued a “going concern” opinion from our accountants, based upon the Company’s reliance upon the sale of our common stock as the sole source of funds for our future operations.

COMMENT:

Description of Our Business

3.

We reissue comment five of our letter dated September 27, 2010.  Please reconcile the disclosure in the summary and in the business overview that your business plan is to “produce” and sell wine varietals with the disclosure on page 19 where you refer to growers and wineries that you have identified that you hope will produce your wine.  It appears that you will not “produce” the wine varietals yourself..

RESPONSE:

We acknowledge the Staff’s comment and confirm that we revised the S-1/A filing and removed the word “produce” where it implies that we will produce the wine varietals ourselves.  We revised section “Summary” sub-section “General Information about the Company”, section “Description of Our Business” sub-section “Business Overview” and sub-section “Product Development” to reflect the revisions.

COMMENT:

4.

We note the disclosure that you have identified a winery that you plan on working with to hand craft your wines.  Please disclose whether you have had any discussions or negotiations with the winery.

RESPONSE:

We acknowledge the Staff’s comment and confirm that the Company has disclosed the following statements in section “Description of Our Business” sub-section “Business Overview” where the first paragraph includes the wording as follows: “The Company does not have any agreements and it has not had any discussions with specific growers and wineries.  However, the Company has identified a winery that we plan to work with to hand-craft our wines

COMMENT:

5.

We partially reissue comment six of our letter dated September 27, 2010.  Please provide a more detailed discussion of your proposed products.

RESPONSE:

We acknowledge the Staff’s comment and confirm that we revised the S-1/A filing in the “Description of Our Business” section where we provided a more detailed discussion of our proposed products.  The revised “Description of Our Business” section appears in the S-1/A as written below.

Business Overview

Superior Venture Corporation is a Nevada Corporation with a principal business objective of selling wine varietals.  Superior Venture plans to offer two wine varietals approximately seven to nine months following the closing of the public offering and plans to add two more varieties within the next 24 months.  Upon receiving our first shipment during the seven to nine month timeframe; we hope to start generating revenue approximately thirty days following the initial delivery.  The Company does not have any agreements and it has not had any discussions with specific growers and wineries.  However, the Company has identified a winery that we plan to work with to hand-craft our wines.  First, we choose the varietal, and the fruit the vineyard came from.  Second, we work with the winery on creating our proprietary blend.  Our proprietary blend will consist of 75% of select varietal and the remaining 25% can be selected from barrel inventory.  Initially we plan to offer two varietal such as a Chardonnay and a Merlot.  We chose these as our initial wines because the vast majority of all wines sold in the United States are table wines.  “Chardonnay is the world’s most popular white wine grape, with over 300,000 acres planted, 100,000 in California alone” (source: DrinkWine.com – http://www.drinkwine.com/wine_guide/varietals/chardonnay.html).  We chose a Merlot as our second wine because it’s softness on the pallet has made it an “introducing” wine for new red-wine drinkers.   Once the exact varietal has been determined, the wines are bottled, corked and labeled to our specifications.

COMMENT:

Industry Analysis

6.

We reissue comment seven of our letter dated September 27, 2010.  Please revise the citation you provide here and elsewhere as appropriate, as there continues to be a typographical error.  In addition, the article cited was from March 2008.  Please provide clear disclosure as to the date of the information and explain why such statistical information remains appropriate given the passage of time.  Please further revise to clarify whether the citations you provide pertain to all industry statements included.  If they do not, please provide source(s) of such information.  As a non-exclusive example, we note the statement that in 1980 there were 900 wineries in America, in 2000 there were 2,100 wineries and now there are over 6,100 wineries.  This would also include statistical information found throughout the business section.  Lastly, please provide us supplementally with a copy of each source of information cited throughout the prospectus, as previously requested.

RESPONSE:

We acknowledge the Staff’s comment and confirm that the Company has revised the “Industrial Analysis” section to reflect the most current statistical information available and we provided additional detail to where the reader may reference the sources.  In addition we have provided supplemental copies of each source of information cited throughout the prospectus.  The revised “Industrial Analysis” section appears in the S-1/A as written below.

Industry Analysis

Wine consumption in the United States reached an all time high of 767 million gallons in 2009 (source: http://www.wineinstitute.org/resources/statistics - under statistics please click on click “Wine consumption in the U.S.). This volume of consumption equates to 2.5 gallons of wine per capita consumption and would be higher if based on legal drinking age population.  This is an increase from 568 million gallons consumed in the year 2000 and equates to 2.01 gallons of wine per capita consumption (source: http://www.wineinstitute.org/resources/statistics - under statistics please click on click “Wine consumption in the U.S.).  In addition, “The number of wineries in the United States increased by 122 over last year to reach a total of 6,223 (as of November 2009), according to the Wine Business Monthly proprietary database (source: http://www.winebusiness.com/wbm/?go=getArticle&dataId=72744 – enter article number 72744 in keyword search box)  .  “In 2009, the number of bonded U.S. wineries saw the same net percentage increase (6 percent) as in 2008, a considerable slow-down from previous years of rapid growth: 10 percent in 2007 and 15 percent in 2006 (source: http://www.winebusiness.com/wbm/?go=getArticle&dataId=72744 – enter article number 72744 in keyword search box).

The increased popularity of wine is also due to ongoing studies linking moderate consumption of wine to decreased risk of heart disease, cancer, and stroke.  In addition, the antioxidants found in red wine appear to be

one of protection and prevention of disease.  Despite a difficult economy, this type of news fares well for the industry as a whole because any correlation that a consumer product has with a person's well being tends to transcend itself to the bottom line.  With increased industry awareness and mainstreaming of the product comes additional outlets where wine can be purchased.  In addition to the increase of Internet and mail order purchases boosted by the abovementioned law changes, the industry has also benefited from the sale of wine at relatively inexpensive price points in retailer establishments such as grocery stores and Wal-Mart.

Champagne & sparkling wine continued to gain market share within the last decade.  Within this timeframe, imports are increasing at a faster pace than their domestic counterparts which is a similar trend in the table wine market.  The increased use of sparkling wine as an ingredient in cocktails along with its year round popularity is fueling the growth in the category.

COMMENT:

Marketing, page 21

7.

We reissue comment eight of our letter September 27, 2010.  Please revise to clarify whether the citation you provide pertains to all statistical and factual information included in your Target Market Segmentation section.  If this is not the case, please provide the source(s) for such statements.  As a non-exclusive example, we note the Gallup poll that named wine over beer as America’s most popular alcoholic beverage.  Furthermore, please revise your citation to more clearly disclose where to find the information.  We note in particular the reference to Adams Handbook.  In addition, we note that the website provided for the citation to American Generations takes the reader to an archive page rather than an article.

RESPONSE:

We acknowledge the Staff’s comment and confirm that the Company has rewrote the “Marketing” section to included source references for all the citations.  In addition, we have provided additional instructions to aid the reader to access the referenced source information written in the “Target Market Segmentation” section.  The “Marketing” section appears in the Form S-1/A as written below.

Marketing

This section details our sales and marketing strategies.

Our initial target market is an end consumer that has disposable income and college educated.  Initial due diligence reveled that these ideal customers are more likely to be wine-educated, enjoy dining out, and regularly entertain friends or business associates.  In the last decade, wine has enjoyed an increasingly positive image from consumers and media outlets.  The May 2005 Supreme Court ruling in favor of interstate wine sales was a boon to thousands of American wineries.  In addition, the decision had a favorable impact on public opinion and awareness of wine.  In a Gallup poll taken several weeks after the ruling, consumers named wine over beer in 2005 as America’s most popular alcoholic beverage (http://www.gallup.com/poll/141656/drinking-rate-edges-slightly-year-high.aspx).  Beer has since regained the top spot for preferred alcoholic beverage, but wine ranks as the preferred beverage among women and drinkers 55 and older clearly choose wine as their preferred beverage (http://www.gallup.com/poll/141656/drinking-rate-edges-slightly-year-high.aspx).  The strong growth coincided with an increasing adult population and more specifically a significant increase in the age 50 and up population.   Based on our due diligence and the statistical data; Superior Venture intends to target this segment.  Additionally, there is a relatively new trend that overall, the wine market is getting younger, and this segment is largely overlooked by most of our competitors.

COMMENT:

8.

We reissue comment nine of our letter dated September 27, 2010.  We continue to note the reference to “variety of target market specific marketing strategies” in the summary section.  Please discuss in greater detail this strategy, including how your marketing strategy is different from the competition, or remove these statements as they would appear promotional in nature.

RESPONSE:

We acknowledge the Staff’s comment and confirm that the Company removed statements that appear promotional in nature specifically referencing “a variety of target market specific strategies” in the summary section.

COMMENT:

Management’s Discussion and Analysis

9.

Please disclose the cash balance as of the most recent practicable date.  In addition, we note disclosure in the last risk factor that you plan on paying the $5,500 cost of registration from cash on hand.  We note that the cash on hand was not sufficient to cover this cost.  Please add disclosure and explain how you plan to pay the registration costs and other costs that occur until the potentially nine months that the offering will continue.

RESPONSE:

We acknowledge the Staff’s comment and confirm that the Company has added a disclosure to explain how they plan to pay the registration costs and other costs that occur.  The statement appears in the section “Management’s Discussion and Analysis” as follows: “If we experience a shortfall in operating capital prior to funding from the proceeds of this offering, our director has verbally agreed to advance the company funds to complete the registration costs and other costs that occur until the potentially nine months that the offering will continue.” In addition, the Company confirms that it has disclosed the cash balance as of the most recent practicable accounting period available.

COMMENT:

Directors, Executive Officers, Promoters and Control Persons, page 40

10.

We reissue comment 12 of our letter dated September 27, 2010.  Please revise your disclosure to specifically address the specific experience, qualifications, attributes, or skills that led to the conclusion that Mr. Moore should serve as a director of the company.  See Item 401(e

October 27, 2010
 Michael Moore, President, CEO, Director Superior Venture Corporation 1937 E. Mineral Avenue
Centennial, Colorado 80122

Re: Superior Venture Corporation
Registration Statement on Form S-1 Amendment Filed October 25, 2010
  File No. 333-168136

Dear Mr. Moore:

We have reviewed your registration stat ement 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 am ending 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 th ese comments, we may have additional
comments.    Summary

1. We partially reissue comment one of our letter dated September 27, 2010.  Please
reconcile the disclosure th at you plan to offer two varietals during the next 12
months and that you plan on offering two varietals during the six months
following closing of the offering with the disclosure in the milestones discussion,
which indicates that you will not receiv e your first cases of production run until
seven to nine months followi ng the closing of the offering.

Risk Factors

2. We reissue comment three of our letter  dated September 27, 2010.  Please add a
separate  risk factor discussing the going c oncern raised by the independent public
accountant.  You have currently added a risk factor subheading.

Michael Moore
Superior Venture Corporation
October 27, 2010
Page 2

UDescription of Our Business

3. We reissue comment five of our le tter dated September 27, 2010.  Please
reconcile the disclosure in  the summary and in the bus iness overview that your
business plan is to “produce” and sell wine  varietals with the disclosure on page
19 where you refer to growers and wineries  that you have iden tified that you hope
will produce your wine.  It appears that you will not “produce” the wine varietals
yourself.

4. We note the disclosure that you have iden tified a winery that  you plan on working
with to hand craft your wines.  Plea se disclose whether you have had any
discussions or negotiati ons with the winery.

5. We partially reissue comm ent six of our letter dated September 27, 2010.  Please
provide a more detailed discus sion of your proposed products.

UIndustry Analysis

6. We reissue comment seven of our  letter dated September 27, 2010 .  Please revise
the citation you provide here and elsewhere as appropriate, as there continues to
be a typographical error.   In addition, the article cited was from March 2008.
Please provide clear disclosure as to the date of the information and explain why
such statistical information is remains appropriate given th e passage of time.
Please further revise to cl arify whether the citations you provide pertain to all
industry statements included.  If they do not, please provide the source(s) of such
information.   As a non-exclusive example, we note the statement that in 1980
there were 900 wineries in America, in 2000 there were 2,100 wineries and now
there are over 6,100 wineries .  This would also include statistical information
found throughout the business s ection.  Lastly, please provide us supplementally
with a copy of each source of informa tion cited throughout the prospectus, as
previously requested.

UMarketing, page 21

7. We reissue comment eight of our letter September 27, 2010 .  Please revise to
clarify whether the citation you provide pe rtains to all statistical and factual
information included in your Target Market  Segmentation section.  If this is not
the case, please provide the source(s) for such statements.  As a non-exclusive
example, we note the Gallup poll that na med wine over beer as America’s most
popular alcoholic beverage.   Furthermore, please revise  your citation to more
clearly disclose where to find the informa tion.  We note in particular the reference
to Adams Handbook.  In addition, we note that the website provided for the
citation to American Generations takes the reader to an archive page rather than
an article.

Michael Moore
Superior Venture Corporation
October 27, 2010
Page 3
8. We reissue comment nine of our letter dated September 27, 2010.  We continue to
note the reference to “a variety of target market specific marketing strategies” in
the summary section.  Please discuss in gr eater detail this st rategy, including how
your marketing strategy is different fr om the competition, or remove these
statements as they would a ppear promotional in nature.
 Management’s Discussion and Analysis

9. Please disclose the cash balance as of the most recent practicable date.  In
addition, we note disclosure in the last risk factor that you plan on paying the
$5,500 cost of registration from cash on ha nd.  We note that the cash on hand was
not sufficient to cover this cost.  Please  add disclosure and explain how you plan
to pay the registration costs and other co sts that occur until th e potentially nine
months that the offering will continue.

UDirectors, Executive Officers, Promoters and Control Persons, page 40

10. We reissue comment 12 of our letter dated September 27, 2010 .  Please revise
your disclosure to specifically address the specific experi ence, qualifications,
attributes, or skills that led to the co nclusion that Mr. Moore should serve as a
director of the company.  See It em 401(e)(1) of Regulation S-K.

 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 1933 and all applicable Securities Act rules require.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

You may contact Jamie Kesse l at (202) 551-3737 or Bria n Bhandari at (202) 551-
3390 if you have questions regarding comments on the financial statements and related
matters.  Please contact Erin Wilson at ( 202) 551-6047 or Pamela Howell at (202) 551-
3357 with any other questions.
Sincerely,
       John Reynolds
Assistant Director
   cc: Clifford J. Hunt, Esq.  FAX: (727) 471-0447

CORRESP
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UNITED STATES

Superior Venture Corporation

1937 E. Mineral Avenue

Centennial, Colorado 80122

October 13, 2010

Mr. John Reynolds

Assistant Director

Securities and Exchange Commission

Division of Corporate Finance

100 F Street NE

Washington, D.C. 20549

RE:

Superior Venture Corporation

Registration Statement on Form S-1

Filed July 16, 2010

File No. 333-168136

Dear Mr. Reynolds:

Superior Venture Corporation submits this letter to you in response to your letter of September 27, 2010, which letter sets forth comments of the Staff of the Securities and Exchange Commission regarding the above referenced filing.  This letter sets forth our responses to the Staff’s comments.  For your convenience, we have recited the Staff’s comments in italicized, bold type and have followed each comment with our response.  We also have appended to this letter a copy of the redline version of amendment number two to our registration statement.  We will be forwarding by regular mail certain source documents as requested in your letter.

COMMENT:

Form S-/A, filed September 13, 2010

Summary

1.

Please reconcile the disclosure that you plan to offer 2 varietals during the next 12 months with the disclosure that you hope to begin sales nine months following the placement of the offering.  We note that the offering will last for up to six months following the placement of the offering.  In addition, we partially reissue comment three of our letter dated August 4, 2010.  We continue to note the reference in the summary to beginning sales nine months following the placement of the offering.  Please clarify whether this refers to the commencement of the offering or the completion of the offering.  Such disclosure was not revised as indicated in your supplemental response.

RESPONSE:

We acknowledge the Staff’s comment and confirm that the Company has revised section “Summary of Prospectus” sub-section “General Information about the Company” to clarify that the company “The Company plans to offer two varietals during the six months following the closing of the offering and hopes to start generating revenue approximately nine months after the closing of the public offering”.  In addition the Company has revised section “Description of our Business” sub-section “12 Month Growth Strategy and Milestones” and section Management’s Discussion and Analysis or Plan of Operation” sub-section “Proposed Milestones to Implement Business Operations”.

COMMENT:

2.

We reissue comment four of our letter dated August 4, 2010.  We continue to note statements that appear to be promotional in nature.  Please remove such disclosure or provide the basis for the statements.  For instance, please provide the basis for your estimate in the first risk factor that by the third quarter of operations “revenue will support the expense (of hiring additional employees)”.

RESPONSE:

We acknowledge the Staff’s comment and the Company responds by stating that it we have removed the wording “revenue will support the expense (of hiring additional employees)” in the “Risk Factors” section of the Form S-1/A filing.

COMMENT:

Risk Factors

3.

We reissue comment five of our letter dated August 4, 2010.  Please add a separate risk factor discussing the going concern raised by the independent public accountant.

RESPONSE:

We acknowledge the Staff’s comment and confirm that we revised the S-1/A filing in the “Risk Factor” section in paragraph 9 to include the following statement.  In addition, we included this statement in the section “Summary Financial Information” paragraph 2.

As shown in the financial statements accompanying this prospectus, Superior Venture Corporation has had no revenues to date and has incurred only losses since its inception.  The Company has had no operations and has been issued a “going concern” opinion from our accountants, based upon the Company’s reliance upon the sale of our common stock as the sole source of funds for our future operations.

COMMENT:

Use of Proceeds, page 13

4.

We reissue comment seven of our letter dated August 4, 2010.  Please discuss in greater detail what you mean by “changing needs of the business” and market opportunities”.  Again, the company may reserve the right to change the use of proceeds, provided such reservation is due to certain contingencies that are discussed specifically.  See Instruction 7 to Item 504 of regulation S-K and revise your disclosure accordingly.  Please revise similar disclosure in the Plan of Operation section.

RESPONSE:

We acknowledge the Staff’s comment and confirm that the Company has removed statements implying “changing needs of the business” and “and market opportunities” in the “Use of Proceeds” section and in section “Plan of Operation” in the Form S-1/A filing.  We have reworded the sections to state that “We currently consider the foregoing project our priority and intend to use the proceeds from this offering for such projects”.

COMMENT:

Description of Our Business, page 19

5.

We reissue comment nine of our letter dated August 4, 2010.  Please reconcile the disclosure in the summary and in the business overview that your business plan is to “produce” and sell wine varietals with the disclosure on page 19 where you refer to growers and wineries that you have identified that you hope will produce your wine..

RESPONSE:

We acknowledge the Staff’s comment and confirm that we revised the S-1/A filing in the “Description of Our Business” section where we have reconciled the disclosure summary to provide an overview of how we plan to work with a winery to produce our wines.  The revised “Description of Our Business” section appears in the S-1/A as written below.

Business Overview

Superior Venture Corporation is a Nevada Corporation with a principal business objective of producing and selling wine varietals.  The Company does not have any agreements and it has not had any discussions with specific growers and wineries.  However, the Company has identified a winery that we plan to work with to hand-craft our wines.  Initially we choose the varietal, and the fruit the vineyard came from.  Then we work with the winery on creating our proprietary blend.  Our proprietary blend will consist of 75% of select varietal and the remaining 25% can be selected from barrel inventory.  Once the exact varietal has been determined, the wines are bottled, corked and labeled to our specifications.

COMMENT:

6.

We note your disclosure in response to comment ten of our letter dated August 4, 2010 and we partially reissue the comment.  Please provide a more detailed discussion of your proposed products.  Please further discuss in greater detail your proposed methods of distribution.  For instance, it is unclear how the president will pursue word-of-mouth, small local distributors, and develop business relationships in the Denver and surrounding areas.

RESPONSE:

We acknowledge the Staff’s comment and confirm that the Company has revised the “Description of Our Business”  section to provide a greater detailed discussion of our proposed products and method of distribution including, word-of-mouth, small local distributors, and developed business relationships in the Denver and surrounding areas.  Please see the response to Comment number ten for a more detailed discussion of our proposed products.  The revised “Use of Proceeds” section appears in the S-1/A as written below which provides greater detail of our proposed method of distribution.

Producing wines that are both well balanced and possessing clearly projected aromas, combined with stylistic packaging; Superior Venture plans to position itself in the market place by branding our product and leaving the consumer with an eclectic impression.  We hope to produce and promote an elevation of chic sophistication while maintaining selections that are innovative and progressive with a multiplicity in its flavors and sensations. The Company hopes to initially sell our products in the greater Denver and surrounding areas.  These efforts will initially will be the responsibility of the president where he hopes to distribute the products through associations, word-of-mouth, developed business relationships and small local distributors.  The word-of-mouth effort consists of networking at trade shows, joining related associations, attending industry related meetings and gatherings, and attending and networking at wine tasting parties and events.  Marketing to developed business relationships includes relying on Mr. Moore’s years in the food and beverage industry and the business relationships he has procured.  These relationships include past and present employees, managers, and relationships with vendors and distributors spanning his years as a manager and Sommelier.  Small local distribution efforts include contacting local independent and small specialty shops.  Cold calling in addition to a direct mailing marketing effort is a method planned to gain market presence and hopefully placement of our products for retail distribution.  Efforts will continue in hopes of establishing relationships with large distributors and large retailers.

COMMENT:

Industry Analysis, page 20

7.

We note your revised disclosure in response to comment 11 of our letter dated August 4, 2010.  Please revise the citation you provide here and where appropriate, as there appears to be a typographical error.  We are unable to locate the website page listed.  Please further revise to clarify whether the citations you provide pertain to all industry statements included.  If they do not, please provide the source(s) of such information.  As a non-exclusive example, we note the statement that wine consumption rose 3.8% to 268.1 million 9-litre cases in the early and mid 2000’s. This would also include statistical information found throughout the business section.  In addition, please cite to the specific reports from the www.strategyr.com website to which you have cited information.  Lastly, please provide us supplementally with a copy of each source of information cited throughout the prospectus, as previously requested.

RESPONSE:

We acknowledge the Staff’s comment and confirm that the Company has rewrote the Industrial Analysis section to include statistical quotes and their references.  In addition we have provided supplementally, a copy of each source of information cited throughout the prospectus.  The “Industrial Analysis” section appears in the Form S-1/A as written below.

Industry Analysis

According to New Reporting by Global Industry Analysts, Inc.; “The Global wine market is currently witnessing steady consumption growth across most markets and wine sectors.  Consumption in the global wine market is projected to exceed 26.2 billion liters by the year 2010, growing at a compounded annual rate of about 1.26% over the period 2001 through 2010.” (source http://winemarketer.com/wine-consumption-to-exceed-262-billion-litres.html).  In addition, the number of producing wineries in America has grown significantly over the past few decades.  In 1980, there were approximately 900 wineries in America.  That number grew to over 2,100 in 2000, and has now reached over 6,100 wineries spread among all fifty states. Overall, these statistics reflect the vitality of the wine industry as a whole in the United States.

The increased popularity of wine is also due to ongoing studies linking moderate consumption of wine to decreased risk of heart disease, cancer, and stroke.  In addition, the antioxidants found in red wine appear to be one of protection and prevention of disease.  Despite a difficult economy, this type of news fares well for the industry as a whole because any correlation that a consumer product has with a person's well being tends to transcend itself to the bottom line.  With increased industry awareness and mainstreaming of the product comes additional outlets where wine can be purchased.  In addition to the increase of Internet and mail order purchases boosted by the abovementioned law changes, the industry has also benefited from the sale of wine at relatively inexpensive price points in retailer establishments such as grocery stores and Wal-Mart.

Champagne & sparkling wine continued to gain market share within the last decade.  Within this timeframe, imports are increasing at a faster pace than their domestic counterparts which is a similar trend in the table wine market.  The increased use of sparkling wine as an ingredient in cocktails along with its year round popularity is fueling the growth in the category

COMMENT:

Marketing, page 21

8.

We note your revised disclosure in response to comment 12 of our letter dated August 4, 2010.  Please revise to clarify whether the citation you provide pertains to all statistical and factual information included in your Target Market Segmentation section.  If this is not the case, please provide the source(s) for such statements.  As a non-exclusive example, we note the statement, “The third specific market of Superior Venture is women, because they have historically purchased 64% of all table wines”. (emphasis added)  Furthermore, please revise you citation to more clearly disclose where to find the information.  In this regard, we note that the website provided takes the reader to an archive page rather than an article.

RESPONSE:

We acknowledge the Staff’s comment and confirm that the Company has included sources that pertains to all statistical and factual information included in the “Target Market Segmentation” section of the filing.  In addition we have provided supplementally, a copy of each source of information cited in this section.  The “Target Market Segmentation” section appears in the Form S-1/A as written below.

Target Market Segmentation

Our initial target market is Adults aged 45 and up.  This group accounts for over 55% of persons over the age of 15 (source: American Generations; http://www.winebusiness.com/wbm/?go=getArticle&datald=63766).  The second segment we have identified is the  generation-Xers (age 33-44) and millennials (age 15-32).  Statistics reveal that they are adopting wine as their parents did three decades ago.  “The greatest growth and the most optimistic conclusions from the survey come from millennials, ages 15 to 32.  They and the generation-Xers accounted for what Gillespie (John Gillespie – President of the industry sponsored group) described as “Stunning growth in the core wine-drinking population”.  In 2008, nearly half of the millennial segment reported a net 23 percent increase in wine consumption- double that of generation-Xers against minimal or declining figures for the aging baby boomers.  Gillespie described this trend as a “trade-off” phenomenon, where better than 10 percent of wine drinkers, primarily generation-Xers, are increasing total wine consumption at the expense of beer and spirits” (source: http://www.winebusiness.com/wbm/?go=getArticle&data=63766).  The third specific target market of Superior Venture is women, because they have historically purchased 57% of all table wines (source: http://www.wineinstitute.org/resources/consumerfeaturedstories/article334) (additional source: http://www.boulderweekly.com/article-679-breaking-wines-glass-ceiling-nore-women-are-in-charge-of-the-list).

COMMENT:

9.

We partially reissue comment 13 of our letter dated August 4, 2010.  However, we note that references to “a variety of target market specific marketing strategies” have not been removed from you prospectus.  Please discuss in greater detail this strategy, including how your marketing strategy is different from the competition, or remove these statements as they would appear promotional in nature.

RESPONSE:

We acknowledge the Staff’s comment and confirm that the Company has removed statements that would appear promotional in nature.  The removed statements and references are: “a variety of target market specific

September 27, 2010

Michael Moore, President, CEO, Director Superior Venture Corporation 1937 E. Mineral Avenue Centennial, Colorado 80122
Re: Superior Venture Corporation
Registration Statement on Form S-1 Filed July 16, 2010
  File No. 333-168136

Dear Mr. Moore:

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 further amendment to your registration statement and the
information you provide in response to these co mments, we may have additional comments.

Form S-1/A, filed September 13, 2010

Summary
 1. Please reconcile the disclosure that you plan to offer 2 varietals during the next 12 months with the disclosure that you hope to begin sales nine months following the
placement of the offering.  We note that the o ffering will last for up to six months.  In
addition, we partially reissue comment th ree of our letter da ted August 4, 2010.  We
continue to note the reference in the summary  to beginning sales nine months following
the placement of the offering.  Please clarify whether this re fers to the commencement of
the offering or the completion of the offeri ng.  Such disclosure was not revised as
indicated in your supplemental response.

Michael Moore Superior Venture Corporation
September 27, 2010 Page 2

2. We reissue comment four of our letter dated August 4, 2010.  We continue to note statements that appear to be promotional in  nature.  Please remove  such disclosure or
provide the basis for the statements.  For instance, please provide the basis for your
estimate in the first risk factor that by the third quarter of operations “revenue will support the expense [of hiring additional employees].”

Risk Factors

3. We reissue comment five of our letter  dated August 4, 2010.  Please add a separate  risk
factor discussing the going concern raised by the independent public accountant.
 Use of Proceeds, page 13

 4. We reissue comment seven of our letter da ted August 4, 2010. Please discuss in greater
detail what you mean by “changing needs of the business” and “m arket opportunities.”
Again, the company may reserve the right to change the use of proceeds, provided such
reservation is due to certain contingencies that are discusse d specifically.  See Instruction
7 to Item 504 of Regulation S-K and revise your disclosure accord ingly.  Please revise
similar disclosure in the Pl an of Operations section.

Description of Our Business, page 19

5. We reissue comment nine of our letter dated August 4, 2010.  Please reconcile the
disclosure in the summary and in the busine ss overview that your business plan is to
“produce” and sell wine varietals with the disclosure on page 19 where you refer to
growers and wineries that you have iden tified that you hope will produce your wine.

6. We note your revised disclosure in response to  comment ten of our letter dated August 4,
2010 and we partially reissue the comment.  Pl ease provide a more detailed discussion of
your proposed products.  Please further discu ss in greater detail your proposed methods
of distribution.  For instance, it is unclea r how the president will pursue word-of-mouth,
small local distributors, and developed business relationships in the Denver and
surrounding areas.

Michael Moore Superior Venture Corporation
September 27, 2010 Page 3

Industry Analysis, page 20

 7. We note your revised disclosure in response to comment 11 of our letter dated August 4,
2010.  Please revise the citation you provide here and where a ppropriate, as there appears
to be a typographical error.  We are unable to locate the website page listed.   Please
further revise to clarify wh ether the citations you provi de pertain to all industry
statements included.  If they do not, please provi de the source(s) of such information.  As
a non-exclusive example, we note the statem ent that wine consumption rose 3.8% to
268.1 million 9-liter cases in the early and mid 2000’s.  This would also include
statistical information found thr oughout the business section.  In addition, please cite to
the specific reports from the www.strategyr.com
 website to which you have cited
information.  Lastly, please provide us supplementally with  a copy of each source of
information cited throughout the pros pectus, as previously requested.
 Marketing, page 21

 8. We note your revised disclosure in response to comment 12 of our letter dated August 4,
2010.  Please revise to clarify whether the cita tion you provide pertains  to all statistical
and factual information included in your Target  Market Segmentation section.  If this is
not the case, please provide the source(s) for such statements.  As a non-exclusive
example, we note the statement, “[t]he third sp ecific target market of Superior Venture is
women, because they have historically purchas ed 64% of all table wines.” (emphasis
added)  Furthermore, please revise your cita tion to more clearly disclose where to find
the information.  In this regard, we note that  the website provided takes the reader to an
archive page rather than an article.
 9. We partially reissue comment 13 of our le tter dated August 4, 2010.  However, we note
that references to “a variety of  target market specific marke ting strategies” have not been
removed from your prospectus.  Please discuss in greater detail th is strategy, including
how your marketing strategy is different from the competition, or remove these
statements as they would appear promotional in nature.

Sales Strategy, page 22

10. We reissue comment 16 of our letter dated August 4, 2010.  Please be more specific with
respect to how much time Mr. Moore expects to spend running the company’s marketing
campaign.  In addition, revise your prospectus to incorporate this response.

Financial Statements, page 27

11. Please note the updating requirements for your financial statements as set forth in Rule 8-
08 of Regulation S-X.

Michael Moore Superior Venture Corporation September 27, 2010 Page 4

Directors, Executive Officers, Promoters and Control Persons, page 40

 12. We partially reissue comment 23 of our le tter dated August 4, 2010.  Please revise your
disclosure to incorporate your  supplemental response addressing the specific experience,
qualifications, attributes, or skills that led to the conclusion that Mr. Moore should serve
as a director of the company.  See Item 401(e)(1) of Regulation S-K.

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 disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
You may contact Jamie Kessel at (202) 551-3737 or Brian Bh andari at (202) 551-3390 if
you have questions regarding comments on the fina ncial statements and related matters.  Please
contact Erin Wilson at (202) 551-6047 or Pame la Howell at (202) 551-3357 with any other
questions.
Sincerely,

   John Reynolds
Assistant Director
   cc: Clifford J. Hunt, Esq.  FAX: (727) 471-0447

CORRESP
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Superior Venture Corporation

Superior Venture Corporation

1937 E. Mineral Avenue

Centennial, Colorado 80122

September 8, 2010

Mr. John Reynolds

Assistant Director

Securities and Exchange Commission

Division of Corporate Finance

100 F Street NE

Washington,  D.C. 20549

RE:

Superior Venture Corporation

Registration Statement on Form S-1

Filed July 16, 2010

File No. 333-168136

Dear Mr. Reynolds:

Superior Venture Corporation submits this letter to you in response to your letter of August 4, 2010, which letter sets forth comments of the Staff of the Securities and Exchange Commission regarding the above referenced filing.  This letter sets forth our responses to the Staff’s comments.  For your convenience, we have recited the Staff’s comments in italicized, bold type and have followed each comment with our response.  We also have appended the redline version of the proposed amendment to this letter.

COMMENT:

Prospectus Summary, page 5

1.

Please provide the registrant’s telephone number, in addition to its complete mailing address, of its principle executive offices.  Please refer to Item 503(b) of Regulation S-K.

RESPONSE:

We acknowledge the Staff’s comment and confirm that the Company has revised the Form S-1/A to include the registrant’s telephone number of (303) 513-8202 in the “Prospectus Summary” section.

COMMENT:

2.

We note the statement that you have “not significantly commenced (your) planned principal operations”.  Please explain, as it appears that you have not commenced your planned operations.  Revise similar disclosure throughout the prospectus.

RESPONSE:

We acknowledge the Staff’s comment and the Company responds by stating that it we have removed the words “significantly” and “significant” throughout the Form S-1/A filing when referencing the status of the operations.  Disclosure statements revised as follows: “Superior Venture Corporation has yet to commence planned operations” or “Superior Venture Corporation is a development stage company that has not commenced its planned principal operations”.

COMMENT:

3.

Please clarify the statement that you anticipate sales to begin approximately six months following the placement of your offering.  Do you mean the commencement of completion of your offering?  In addition, your milestones section states you will not receive the shipment of the first cases of production run until approximately months 7-9.  Please reconcile and revise.

RESPONSE:

We acknowledge the Staff’s comment and confirm that the Company has revised section “Summary of Prospectus” sub-section “General Information about the Company” to clarify that the company “hopes to start generating revenue approximately nine months after the closing of the public offering”.  In addition the Company has revised section “Description of our Business” sub-section “12 Month Growth Strategy and Milestones” and section Management’s Discussion and Analysis or Plan of Operation” sub-section “Proposed Milestones to Implement Business Operations”.

COMMENT:

4.

Please remove the statements that are promotional in nature, such as “continuing these innovative efforts will lead to a fair return on investment to our stockholders” and “we believe that recurring revenues from our products will be sufficient to support ongoing operations,” as such statements appear promotional in light of the development stage of the company.  Revise throughout the prospectus to remove promotional statements.

RESPONSE:

We acknowledge the Staff’s comment and confirm that the Company has removed statements in the “Prospectus Summary” section and throughout the prospectus that are promotional in nature as detailed above in the comment.  The Company has revised the S-1/A filing section “Summary of Prospectus” sub-section “General Information about the Company” and section “Description of our Business” sub-sections, “Marketing Strategy” and “Promotion Strategy” and “Growth Strategy of the Company”.

COMMENT:

Risk Factors, page 8

5.

Please add risk factor discussing the going concern raised by the independent public accountant.

RESPONSE:

We acknowledge the Staff’s comment and confirm that we revised the S-1/A filing in the “Risk Factor” section on page 9 to include the following statement.  In addition, we included this statement in the section “Summary Financial Information” on page 7.

As shown in the financial statements accompanying this prospectus, Superior Venture Corporation has had no revenues to date and has incurred only losses since its inception.  The Company has had no operations and has been issued a “going concern” opinion from our accountants, based upon the Company’s reliance upon the sale of our common stock as the sole source of funds for our future operations.

COMMENT:

Use of Proceeds, page 13

6.

We note that the company intends to use a portion of the proceeds from this offering to pay "Salaries/Contractors." To the extent that the proceeds may be used to pay the CEO, please provide disclosure pursuant to Item 504 of Regulation S-K. To the extent the company will not be using any proceeds to pay the CEO, please disclose.

RESPONSE:

We acknowledge the Staff’s comment and confirm that the Company has revised the “Use of Proceeds “ section to include footnote number 1 to clarify that the category of “Salaries/Contractors” is an allocation of funds for the purpose of paying potential part-time employees or contracted employees.  None of the proceeds allocated in this category are intended to pay the CEO.  The revised “Use of Proceeds” section appears in the S-1/A as written below.

USE OF PROCEEDS

Selling all of the shares in the offering will result in $50,000 gross proceeds to Superior Venture Corporation.  We expect to disburse the proceeds from this offering in the priority set forth below within the first 12 months after successful completion of this offering:

Superior Venture Corporation intends to use the proceeds from this offering as follows:

Application of Proceeds

 $

 % of total

Total Offering Proceeds

 50,000

 100.00

Offering Expenses

Legal & Professional Fees

 1,500

 3.00

Accounting Fees

 2,500

 5.00

Edgar Fees

 700

 1.40

Blue-sky fees

 800

 1.60

Total Offering Expenses

 5,500

 11.00

Net Proceeds from Offering

 44,500

 89.00

Use of Net Proceeds

Accounting Fees

 3,000

 6.00

Legal and Professional Fees

 1,000

 2.00

Production Expenses

 20,500

 41.00

Office Supplies

 500

 1.00

Salaries/Contractors  1

 6,500

 13.00

Sales and Marketing

 9,500

 19.00

Working Capital  2

 3,500

 7.00

Total Use of Net Proceeds

 44,500

 89.00

Total Use of Proceeds

 50,000

 100.00

Notes:

1 The category of Salaries/Contractors is allocated for the purpose of paying potential part-time employees or contracted employees.  None of the proceeds allocated in this category are intended to pay the CEO.

2 The category of General Working Capital may include, but is not limited to, postage, telephone services, overnight delivery services and other general operating expenses.

Any line item amounts not expended completely shall be held in reserve as working capital and subject to reallocation to other line item expenditures as required for ongoing operations. We currently consider the foregoing project our priority and intend to use the proceeds from this offering first and primarily for such projects. However, depending on the changing needs of our business and market opportunities management may use reallocated funds should we determine that our business will benefit more from such expenditures.   Accordingly, our management will have discretion in the application of proceeds from this offering, and investors will be relying on the judgment of our management regarding the application of these proceeds.

COMMENT:

7.

We note the disclosure that "any line item amounts not expended completely shall be held in reserve as working capital and subject to reallocation to other line item expenditures as requited for ongoing operations." The company may reserve the right to change the use of proceeds, provided that such reservation is due t certain contingencies that are discussed specifically and the alternatives to such use in that event are indicated. See Instruction 7 to Item 504 of Regulation S-K. Please revise the disclosure accordingly.

RESPONSE:

We acknowledge the Staff’s comment and confirm that the Company has referenced Instruction 7 to Item 504 of Regulation S-K and revised the “Use of Proceeds” section as written below.  In addition, we have added this revised disclosure to section “Plan of Operation” sub-section “Proposed Milestones to Implement Business Plan”.

Any line item amounts not expended completely shall be held in reserve as working capital and subject to reallocation to other line item expenditures as required for ongoing operations. We currently consider the foregoing project our priority and intend to use the proceeds from this offering first and primarily for such projects. However, depending on the changing needs of our business and market opportunities management may use reallocated funds should we determine that our business will benefit more from such expenditures.   Accordingly, our management will have discretion in the application of proceeds from this offering, and investors will be relying on the judgment of our management regarding the application of these proceeds.

COMMENT:

Common Stock, page 17

8.

The statement that “all shares of common stock now outstanding are fully paid for and non-assessable” is legal conclusion that you are unable to make.  Please revise to attribute this statement to counsel or remove.

RESPONSE:

We acknowledge the Staff’s comment and confirm that the Company has deleted from the S-1/A in the “Common Stock” section the statement as follows: “All shares of common stock now outstanding are fully paid for and non-assessable and all shares of common stock which are the subject of this offering, when issued, will be fully paid for and non assessable”.

COMMENT:

Description of our Business, page 18

9.

Please reconcile the disclose in the summary and in the business overview that your business plan is to produce and sell wine varietal& with the disclosure on page 19, where you refer to growers and wineries that you have identified to produce your wine. In addition, please disclose whether you have had any discussions or negotiations with any growers or wineries. If you have any agreements, please file as exhibits and discuss the material tams. To the extent that you have no agreements and/or have had no discussions with growers and wineries, clearly disclose.

RESPONSE:

We acknowledge the Staff’s comment and confirm that the Company has clearly disclosed that “the Company does not have any agreements and it has not had any discussions with specific growers and wineries”.  The revised “Business Overview” section and Product Development” section appears in the S-1/A as written below.

Business Overview

Superior Venture Corporation is a Nevada Corporation with a principal business objective of producing and selling wine varietals.  The Company does not have any agreements and it has not had any discussions with specific growers and wineries.

Producing wines that are both well balanced and possessing clearly projected aromas, combined with stylistic packaging; Superior Venture plans to position itself in the market place by branding our product and leaving the consumer with an eclectic impression.  We hope to produce and promote an elevation of chic sophistication while maintaining selections that are innovative and progressive with a multiplicity in its flavors and sensations. The Company hopes to initially sell our products in the greater Denver and surrounding areas.  These efforts will initially will be the responsibility of the president where he hopes to distribute the products through associations, word-of-mouth, developed business relationships and small local distributors.  Efforts will continue in hopes of establishing relationships with distributors and large retailers.

The target audience of Superior Venture consists of a broad base, which encompasses almost all wine drinkers as a whole.  The Company will not discriminate on style or varietals while we plan to appeal to the palates of all consumers in the 21 to 65 year age bracket.

Product Development

Superior Venture plans to offer two vine varietals during the next twelve months and plans to add two more varieties in the next 24 months.  Initially, we plan to offer two varietals such as Cabernet Sauvignon, Chardonnay or a Merlot.  Within 24 months we plan to offer a total of four wines including blends.  A “Varietal” describes wines made primarily from a single named grape variety, and which typically displays the name of that variety on the wine label capitalized.  When blends are used it is referred to as a variety.

While the Company has identified several growers and wineries we hope to work with to produce our products, the Company does not have any agreements and it has not had any discussions with specific growers or wineries.  It is imperative that Superior Venture constantly monitor changing consumer demands and consumption patterns in an effort to offer products that are in the highest demand.  Increased availability of wine in supermarkets is also spiking household wine consumption and demand shifts.  At times the industry is affected by oversupply and the result is intense price pressures.  Another factor is consumers, including women, which account for a large market segment that is experimenting with new varieties of wine instead of just choosing the traditional grape wine.  The goal of the Company in the Product Development department is to produce products that our target market will choose as their choice of alcoholic beverage.

COMMENT:

10.

Please provide a more detailed discussion of your proposed products and the markets, such as where you plan to initially sell your products. See Item 101(h)(4)(i) of Regulation S-K.   In addition, provide a more detailed discussion of your proposed distribution methods for your proposed products. See Item 101(h)(4)(ii) of Regulation S-K.

RESPONSE:

We acknowledge the Staff’s comment and confirm that the Company has provided more detail in the “Description of our Business” section to include the statements that the Company hopes to initially sell our products in the greater Denver and surrounding areas.  These efforts will initially will be the responsibility of the president where he initially hopes to distribute the products through associations, word-of-mouth, developed business relationships and small local distributors.  Efforts will continue in hopes of establishing relationships with distributors and large retailers.  The revised “Business Overview” section appears in the S-1/A as written below.

Business Overview

Superior Venture Corporation is a Nevada Corporation with a principal business objective of producing and selling wine varietals.  Producing wines that are both well balanced and possessing clearly projected aromas, combined with stylistic packaging; Superior Venture plans to position itself in the market place by branding our product and leaving the consumer with an eclectic impression.  We plan to produce and promote an elevation of chic sophistication while maintaining selections that are innovative and progressive with a multiplicity in its flavors and sensations. The Company hopes to initially sell our products in the greater Denver and surrounding areas.  These efforts will initially will be the responsibility of the president where he hopes to distribute the products through associations, word-of-mouth, developed business relationships and small local distributors.  Efforts will continue in hopes of establishing relationships with distributors and large retailers.

The target audience of Superior Venture

August 4, 2010

Michael Moore, President, CEO, Director Superior Venture Corporation 1937 E. Mineral Avenue Centennial, Colorado 80122

Re: Superior Venture Corporation
Registration Statement on Form S-1
Filed July 16, 2010
  File No. 333-168136

Dear Mr. Moore:

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.
 Form S-1, filed July 16, 2010

 Prospectus Summary, page 5

 1. Please provide the registrant’s telephone num ber, in addition to its complete mailing
address, of its principle execu tive offices.  Please refer to Item 503(b) of Regulation S-K.

2. We note the statement that you have “not  significantly commenced [your] planned
principal operations.”  Please explain, as it appears that you have not commenced your
planned principal operations.  Revise similar disclosure  throughout the prospectus.

3. Please clarify the statement th at you anticipate sales to begi n approximately six months
following the placement of your offering.  Do you mean the commencement or completion of your offering?  In addition, your milestones section states you will not receive the shipment of the first cases of production run until approxi mately months 7-9.
Please reconcile and revise.

Michael Moore Superior Venture Corporation
August 4, 2010 Page 2

4. Please remove the statements that are promotional in nature, such  as “continuing these
innovative efforts will lead to a fair return  on investment to our stockholders” and “we
believe that recurring revenues from our products will be sufficient to support ongoing
operations,” as such statements appear promo tional in light of the development stage of
the company.  Revise throughout the prospectus to remove promotional statements.
 Risk Factors, page 8

 5. Please add a risk factor disc ussing the going concern raised  by the independent public
accountant.
 Use of Proceeds, page 13

 6. We note that the company intends to use a por tion of the proceeds from this offering to
pay “Salaries/Contractors.”  To  the extent that the proceeds may be used to pay the CEO,
please provide disclosure pursuant to Item 504 of Regulation S-K.  To the extent the
company will not be using any proceeds to pay the CEO, please disclose.
7. We note the disclosure that  “any line item amounts not expended completely shall be
held in reserve as working capital and s ubject to reallocation to other line item
expenditures as required for ongoing operations.”   The company may reserve the right to
change the use of proceeds, provided that such  reservation is due to certain contingencies
that are discussed specifically and the alternatives to such us e in that event are indicated.
See Instruction 7 to Item 504 of Regulati on S-K.  Please revise the disclosure
accordingly.
 Common Stock, page 17

 8. The statement that “all shares of common st ock now outstanding are fully paid for and
non-assessable” is a legal conclusion that you are unable to make.  Please revise to
attribute this statement to counsel or remove.
 Description of our Business, page 18

 9. Please reconcile the disclosure in the summa ry and in the business overview that your
business plan is to produce and sell wine varietals with the disclosure on page 19, where you refer to growers and wine ries that you have identifie d to produce your wine.  In
addition, please disclose whet her you have had any discussi ons or negotiations with any
growers or wineries.  If you ha ve any agreements, please file as exhibits and discuss the
material terms.  To the extent that y ou have no agreements and/or have had no
discussions with growers and wineries, clearly disclose.

Michael Moore Superior Venture Corporation
August 4, 2010 Page 3

10. Please provide a more detailed discussion of your proposed products and the markets,
such as where you plan to initially sell your products.  See Item 101(h)(4)(i) of
Regulation S-K.  In addition, provide a more detailed discussion of your proposed distribution methods for your proposed products.  See Item 101(h)(4)(i i) of Regulation S-
K.
 Industry Analysis, page 19

 11. We note the disclosure in this section and elsewhere in the business section, where you
provide industry information.  Please provide the source(s)  of such information.  In
addition, please provide the citation for wh ere investors can find the information and
provide us supplementally with a copy of the information cited.
 Marketing, page 19

Target Market Segmentation, page 20
 12. Please provide the basis for statements made in this section.  For instance, we note the
reference to adults aged 50 and up as having “the largest increase and they are the most
frequent wine drinker” and the statement that  “statistics reveal that [children of the 50
and over segment] are adopting wine  as their parents did . . .”

13. You discuss throughout the prospectus that  you plan to differentiate yourself by “a
variety of target market specific marketing strategies” and by init iating “an aggressive
high-voltage and innovative sales and marketing strategy.”  Please discuss this strategy in
greater detail, including how your  marketing strategy is different from the competition, or
remove these statements as they would appear promotional in nature.
 14. Please explain the statement that “management is well seasoned on marketing to various business segments.”  It appears that your sole officer and director has been a manager and wine buyer for restaurants.
 Promotional Strategy, page 20

 15. We note that points of promotion include “[c]elebrities being seen with our products,” “[a]ppearances on television shows and specifi cally reality TV shows,” and “[f]eature
films.”  Please revise to disclose your basis fo r these statements especially in light of the
fact that you are only rais ing $50,000 in this offering.
 Sales Strategy, page 21

 16. Please describe in more detail how you will r un the marketing campaign.  In this regard,
we note that you are only able to devote 10 hours of time per week to the company.

Michael Moore Superior Venture Corporation
August 4, 2010 Page 4

Competitor Analysis, page 21

 17. We note your statement that “industry reports su ggest that in the coming years wine is set
to make gains . . .” Please revise to disclose  to what industry reports you are specifically
referring.
18. Please provide a more detailed discussion of  the competitive business conditions and the
company’s competitive position in the industr y and methods of competition.  See Item
101(h)(4)(iv) of Regulation S-K.
12 Month Growth Strategy and Milestones, page 21

 19. We note your quarterly schedule of milest ones on page 22 and your more specific
disclosure on page 36.  We further note that you are a development stage company
without revenue.  Please disclose how the co mpany plans to achieve revenue generation.
For instance, please discuss, am ong other things, to what exte nt the company must secure
additional funding in order to meet the m ilestone schedule and budgeted costs, what
funding will be sought, and how the company will proceed if the company is unable to
obtain such funding.

Government and Industry Regulation, page 23

20. We note that your business will be subject to federal laws and regulations and to business
and tax rules and regulations.  Please revise to disclose thos e laws, regulations, and rules
that pertain to your business and what impact each has on it.

Financial Statements, page 26
 21. Please note the updating requirements for your financial statements as set forth in Rule 8-08 of Regulation S-X, and provide a currently dated consent from your independent accountant with all amendments.
 Management’s Discussion and Analysis, page 35

 22. Please revise to disclose the company’s cash balance as of the most recent practicable date.

Michael Moore Superior Venture Corporation
August 4, 2010 Page 5

Directors, Executive Officers, Promoters and Control Persons, page 38

 23. Please provide the business experience for Mr. Moore for the past  five years.  In addition,
for each employment discussed, please specific ally disclose the employment location,
titles and beginning and ending dates of employment.  Also, please clarify whether Seven
30 South is a restaurant.  Refer to Item 401(e)(1) of Regulation S-K as appropriate.
Lastly, please briefly discuss the specific expe rience, qualifications, at tributes or skills
that led to the conclusion that the sole director should serve as a director of the company.
See Item 401(e)(1) of Regulation S-K.
 Executive Compensation, page 39

 24. It appears that you are using an outdated summary compensation table.  Please revise to
provide the current table.  Refer to Item 402( n) of Regulation S-K for further information.
 Compensation of Directors, page 39

 25. We note that directors are permitted to receive fixed fees and other compensation for their services as directors.  We also note your statement th at “[d]irectors are entitled to
reimbursement for expenses in attending meetings but receive not other compensation for
services as directors.”  Please reconcile thes e two statements and re vise to clarify what
fees directors may be entitled to and for what services.

Undertakings, page 45

 26. When you determine that a particular undertak ing applies to your offering, please include
the undertaking in its entirety in the prospectus.  In this regard, we note that your undertaking, set forth in paragr aph (1)(ii), does not include th e entire language required
by Item 512(a) of Regulation S-K.
27. We note your undertaking beginning, “[p]rovide d, however, that paragraphs (1)(i) and
(1)(ii) shall not apply. . .”  Please discuss why this undert aking applies to your offering,
as this undertaking appears to relate to  offerings pursuant to S-3, or remove.
 Exhibits

 28. Exhibit 3.1 lists Jerald Bacal as the only dir ector of the company.  Please reconcile with
previous disclosure that Michael Moore is  the company’s only di rector or advise.

29. We note the disclosure in the legality opinion th at Mr. Hunt is licensed in Florida.  Please
remove this statement, as it appears to  place a limitation on the opinion, since the
company is incorporated in Nevada.

Michael Moore Superior Venture Corporation
August 4, 2010 Page 6

30. The prospectus indicates that  the subscription agreement and checks are irrevocable.  We
are unable to locate such representation in the subscription agreement.  In addition,
advise us how, under applicable state law, th e offer to subscribe to purchase shares can
legally be an irrevocable
 offer to purchase those shares or remove such disclosure.

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 disclosure, 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 the above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the registration statement.

Michael Moore Superior Venture Corporation August 4, 2010 Page 7

You may contact Jamie Kessel at (202) 551-3737 or Brian Bh andari at (202) 551-3390 if
you have questions regarding comments on the fina ncial statements and related matters.  Please
contact Erin Wilson at (202) 551-6047 or Pame la Howell at (202) 551-3357 with any other
questions.
Sincerely,
       John Reynolds
Assistant Director
   cc: Clifford J. Hunt, Esq.  FAX: (727) 471-0447