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United States securities and exchange commission logo





                               June 7, 2023

       Dean Huge
       Chief Executive Officer
       Innovation Beverage Group Ltd
       29 Anvil Road
       Seven Hills, NSW 2147
       Australia

                                                        Re: Innovation Beverage
Group Ltd
                                                            Amendment No. 12 to
Registration Statement on Form F-1
                                                            File No. 333-266965
                                                            Filed June 1, 2023

       Dear Dean Huge:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Amendment No. 12 to Registration Statement on Form F-1

       Exhibits

   1.                                                   We note that the
Exhibit 5.1 legal opinion refers to an initial public offering of up to
                                                        $5,000,000, which does
not appear to correspond to the number of shares and maximum
                                                        offering price
disclosed on the prospectus cover or the fee table. Please revise Exhibit
                                                        5.1 to clearly cover
all of the shares being registered (including the overallotment shares,
                                                        the shares underlying
the underwriter warrants and the shares to be sold by the selling
                                                        stockholders).
Additionally, the opinion regarding the selling stockholder shares should
                                                        state that the shares
currently "are," not "will be," validly issued, fully paid and non-
                                                        assessable. Refer to
Section II.B.2.h of Staff Legal Bulleting No. 19.
 Dean Huge
Innovation Beverage Group Ltd
June 7, 2023
Page 2
2.       We note assumptions (b) and (c) of Exhibit 5.1. It is inappropriate
for counsel to include
         in its opinion assumptions that are overly broad, that assume away the
relevant issue or
         that assume any of the material facts underlying the opinion or any
readily ascertainable
         facts, including that the company has taken all corporate actions
necessary to authorize the
         issuance of the securities. Please ask counsel to support these
assumptions. Refer to
         Section II.B.3.a of Staff Legal Bulletin No. 19.
3.       Please file the underwriter's warrant as an exhibit to the
registration statement.
       You may contact Beverly Singleton at 202-551-3328 or Hugh West at
202-551-3872 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Evan Ewing at 202-551-5920 or Jay Ingram at 202-551-3397 with any other
questions.



FirstName LastNameDean Huge                                     Sincerely,
Comapany NameInnovation Beverage Group Ltd
                                                                Division of
Corporation Finance
June 7, 2023 Page 2                                             Office of
Manufacturing
FirstName LastName
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