GREAT SPIRITS, INC.

3107 FALL CREEK HIGHWAY

GRANBURY TX 76049

December 1, 2010

Larry Spirgel

Assistant Director

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Mail Stop 0610

Washington, DC 20549

	Re:	Great Spirits, Inc.
		Form 8-K
		Filed August 10, 2010
		File No. 000-52997

Dear Mr. Spirgel:

With respect to the letter dated November 5, 2010 (the “Comment Letter”), which you sent on behalf of the staff (the “Staff”) of the Division of Corporate Finance of the Securities and Exchange Commission (the “Commission”) relating to the Current Report on Form 8-K (the “Super 8-K”) of Great Spirits, Inc., a Colorado corporation (the “Company”) filed October 26, 2010, set froth below are the Company’s responses to the comments set forth in the Staff’s Comment Letter, numbered to correspond thereto. The Company is also supplementally attaching herewith for the Staff’s review a draft of the Current Report on Form 8-K/A (the “Amended Super 8-K”), which has been revised to reflect the changes required by the Comment Letter.

Securities and Exchange Commission

December 1, 2010

Page 2

General

1.	Please file an amended Form 8-K in response to the comments below. Please note that we may have additional comments after reviewing your amended Form 8-K and the exhibits thereto.

The Company is supplementally attaching herewith for the staff’s review a revised draft of its Current Report on Form 8-K and the exhibits thereto.

2.	Please also amend your Form 10-K to comply with the comments below to the extent they are applicable.

Please be advised supplementally that the Company will file an Amendment to Form 10-K for the fiscal year ended June 30, 2010 to the extent required by the responses to the Comment Letter contemporaneously with the filing of the Amended Form 8-K.

3.	Please report your change in fiscal year as required by Item 5.03 of Form 8-K.

The Company has amended its Current Report on Form 8-K by including the information required by Item 5.03 of the Current Report on Form 8-K.

General, page 3

4.	Please clarify how Mr. Leftwich came to be involved in both companies to the transaction. Explain whether Mr. Leftwich became involved with Hallmark in anticipation of a transaction with Great Spirits, or vice versa.

This section has been clarified to reflect that Brian Leftwich and Tom Willis were business associates prior to the Leftwich Acquisition. Mr. Leftwich has been a member of the Hallmark Board of Directors since August of 2008, and was subsequently introduced to New World Merchant Partners, LLC (“NWMP”), by Tom Willis, which resulted in the Leftwich Acquisition. Moreover, as a member of the Hallmark Board of Directors, Mr. Leftwich was familiar with Hallmark’s plans to obtain additional capital including an alternative public offering by merging with a public entity. As a result of both Messrs. Leftwich and Willis’ business relationship with NWMP and a change in plans by Mr. Leftwich, the parties commenced negotiations which concluded in the Share Exchange and Reorganization Agreement. Mr. Leftwich is a significant shareholder in Hallmark and as such remains a member of Hallmark’s Board of Directors.

Securities and Exchange Commission

December 1, 2010

Page 3

Business, page 5

Industry, page 7

5.	Please provide us with support for the industry data provided by the Harvard Business Review (page 7) and the Society of Human Resource Management Foundation (page 8). Please mark the supporting data to show the information that supports the statements contained in the Form 8-K.

The Company is attaching a copy of the Harvard Business review article as “Exhibit A” hereto. The survey indicated in the Form 8-K attributed to the Society of Human Resource Management Foundation was incorrect. The survey was conducted by the National Association of Professional Employer Organizations (“NAPEO”). A copy of the NAPEO article is attached as Exhibit “B” hereto, in support of the information of the applicable statements contained in the Form 8-K. The discussion in this section has been amended accordingly.

Services, page 8

We note your response to comment five in our letter dated September 8, 2010. However, we do not believe confidential treatment would be appropriate for the identities of these customers because this is material information to investors that is necessary to an understanding of your reliance on these customers, as discussed in the risk factor on page 14. Please identify these customers.

The Company has expanded this disclosure to include that no client accounted for more than 5% of its total revenues, except for Middleton Oil Co., Inc. (35%) and Regional Erectors Inc./Regional Steel Inc. (19%) for the fiscal year ended June 30, 2010.

Business Operations, page 10

7.	Please disclose whether you have the requisite licenses in Texas and Alabama. Also explain how you were able to obtain the requisite licenses in light of the fact that it does not appear that you are able to meet the financial requirements described here.

The Company is attaching a copy of its Staff Leasing Services License issued by the Tax Department of Licensing and Registration as Exhibit “C” hereto and the Certificates of Registration from the Alabama Department of Industrial Relations as Exhibit “D” hereto. Please be advised supplementally that the only financial requirement in the State of Texas was for Hallmark to obtain a $50,000 surety bond. There is no financial requirement in the State of Alabama.

Securities and Exchange Commission

December 1, 2010

Page 4

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 24

Results of Operations, page 27

We note your new disclosure on page 28 regarding the fact that Hallmark does not track the number of worksite employees by its PEO clients. Since Hallmark is co-employer of these worksite employees, we do not understand how Hallmark is unable to track these numbers. Please revise your Results of Operations disclosure for all periods presented to provide additional insight into the extent to which revenue declines were caused by loss of clients, on the one hand, and lowered numbers of employees at existing clients, on the other hand.

Please be advised supplementally that the Company can track the number of worksite employees, but such information is not a significant measure of its business, since revenue is based on gross billings of the client and not the number of employees. This information is used internally for statistical purposes only. However, Hallmark will include this information and analysis in all future filings.

Liquidity and Capital Resources, page 30

9.	In the third paragraph under this heading you discuss a senior note in addition to $427,000 in related party debt. Please disclose the amount and terms of this senior note. Also discuss the amounts outstanding pursuant to your line of credit and when that must be repaid.

The Company has expanded disclosure in this section to reflect the amount and terms of the senior note. In addition, the Company has included a discussion of its line of credit.

10.

On page 31, you discuss your strategy of acquiring profitable operations as a means to meet your long-term liquidity challenges. You also note your belief that you are well-positioned to acquire several PEOs and that you intend to consummate one or more acquisitions in the short term. Please explain why you believe you are well-positioned to execute this strategy given your limited resources and financial condition. In other words, explain what benefits and consideration you believe you will be able to offer to these acquisition candidates.

The Company has revised the disclosure in this section to eliminate the reference that it is well positioned to acquire secure PEOs and that it intends to consummate one or more acquisitions in the short term.

Securities and Exchange Commission

December 1, 2010

Page 5

Certain Relationships and Related Transactions, page 37

11.	Please disclose how Imperial Investments is related to Hallmark.

The Company has expanded disclosure in this section to reflect that the sole member of Imperial Investments, LLC is Brian Leftwich.

Recent Sales of Unregistered Securities, page 39

12.	It does not appear that any disclosure is provided with respect to warrants or shares issued to NWMP as referenced on page 4. Please revise accordingly.

The Company has expanded disclosure of this section to include the warrants issued to NWMP. No shares were issued to NWMP.

13.	We note that al Hallmark investors had access to information through their relationships with Hallmark. Please provide disclosure with respect to these investments in the Certain Relationships and Related Transactions section as applicable. Refer to Item 404(d) of Regulation S-K.

The Company has amended its Current Report on Form 8-K to include information regarding the applicable Hallmark Investors in Certain Relationships and Related Transactions.

Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements

14.	We note your response to comment 21 from our prior comment letter dated September 8, 2010, and your proposed revisions. In any subsequent filings, including amendments to your Form 8-K, please have your auditors include in their report the city and state in which they are headquartered.

It is respectfully noted that the report of independently registered public accounting firm has been amended to reflect the city and state in which they are headquartered.

Please contact the undersigned if we may be of assistance. In addition, please note that our new SEC counsel is Richard G. Satin, Esq. of Ruskin Moscou Faltischek, P.C., East Tower, 15th Floor, Uniondale, New York 11556, (516) 663-6514, rsatin@rmfpc.com.

	Sincerely,

	/s/ Thomas Willis
	Thomas Willis

Securities and Exchange Commission

December 1, 2010

Page 6

Acknowledgement

In connection with the response of Great Spirits, Inc. (“Great Spirits”) to the comment letter of the Securities and Exchange Commission (the “Commission”) dated November 5, 2010 filed by Great Spirits with the Commission on December 1, 2010 (together with exhibits thereto), the undersigned, Thomas Willis, in his capacity as Chief Executive Officer of Great Spirits, hereby acknowledges that:

(i)	Great Spirits is responsible for the adequacy and accuracy of the disclosure in the filing;

(ii)	comments from the Staff of the Commission (the “Staff”) or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

(iii)

Great Spirits 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.

Acknowledged as of this 1st day of December, 2010.

Great Spirits, Inc.

By:	/s/ Thomas Willis
	Thomas Willis,
	Chief Executive Officer

Exhibit C

Exhibit D

Great Spirits Inc 8-K/A