SecProbe.io

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Mail Stop 03-08

								February 7, 2005

By Facsimile and U.S. Mail

Mr. Mark Weber
Chief Financial Officer
New World Brands, Inc.
2019 SW 20th Street, Suite 109
Fort Lauderdale, Florida 33315

	RE:	Form 10-KSB for the fiscal year ended May 31, 2004
		File Date: August 30, 2004
		File No. 033-91432

Forms 10-QSB for the periods ended August 31 and November 30, 2004

Dear Mr. Weber:

	We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  Where indicated, we think you should revise your
documents 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 some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
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
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

   General

1. Unless otherwise indicated, where a comment below requests
additional disclosures or other revisions to be made, these
revisions
should be included in your future filings, as applicable.

Form 10-KSB for the period ended May 31, 2004
Item 6.  Management`s Discussion and Analysis of Financial
Condition
and Results of Operations

   Results of Operations, page 9
2. Please revise the discussion of your results of operations so
that
it is not merely a recitation of changes evident from the
financial
statements, but rather an insightful discussion of your past
results
and your prospects for the future.  The revised discussion should
focus on material events and uncertainties known to you that would
cause reported historical financial information not to be
indicative
of future operating results or financial condition.  The revised
discussion should also include the causes of any material changes
from period to period in line items on your financial statements.
For example, you should discuss the reasons for the significant
decrease in sales and gross margin in fiscal year 2004 and also
indicate whether you expect sales and gross margins to continue to
decrease in the future.   Please refer to Item 303(b) of
Regulation
S-B as well as SEC Release No. 33-8350.
3. Please ensure your revised MD&A includes a discussion of the
nature of the consulting fees you incurred in each period
presented,
since these fees represent such a significant portion of total
expenses incurred.

Liquidity and Capital Resources, page 9
4. With a view towards enhancing your disclosures, please refer to
SEC Release No. 33-8350 and revise your discussion of liquidity
and
capital resources to provide informative analysis and explanation
of
the historical sources and uses of cash and to fully explain the
reasons for material changes in working capital and cash flow
accounts.  Please also explain the expected effects of known
trends,
uncertainties and events on future cash flow.

5. Please disclose information regarding your expected cash
requirements over the next year and thereafter.  You should
specifically address whether you expect your operations to
continue
to deplete your cash, and if so, whether you expect to fund your
future operations and other expected cash requirements by
additional
capital infusions by related parties or through debt financing or
otherwise.  In this regard, we note that the primary reason you
are
not in a working capital deficit position at the balance sheet
date
is due to a capital infusion by related parties.

Item 8.  Controls and Procedures, page 12
6. Please amend your filing to address the following issues
related
to your Item 9A disclosures:
o We note that your certifying officers disclose their conclusions
as
to the effectiveness of your disclosure controls and procedures
"within 90 days prior to the date of the filing of this Form 10-
KSB."
However, Item 307 of Regulation S-B requires that your certifying
officers disclose their conclusions regarding the effectiveness of
your disclosure controls and procedures "as of the end of the
period
covered by the report."
o You state that your management evaluated the effectiveness of
your
disclosure controls and procedures.  However, your chief executive
and financial officers only concluded that your disclosure
controls
and procedures were effective in "timely alerting them to material
information relating to the Company required to be included in the
Company`s periodic SEC filings."  Please also state, if true,
whether
the same officers concluded the controls and procedures were
effective in "ensur[ing] that information required to be disclosed
by
an issuer in the reports that it files or submits under the Act is
accumulated and communicated to the issuer`s management, including
its principal executive and principal financial officers, or
persons
performing similar functions, as appropriate to allow timely
decisions regarding required disclosure."  See Exchange Act Rule
13a-
15(e).
o Please revise to reference the appropriate Rule of the Exchange
Act, Rule 13a-15(c), not 13a-14(c).
o You state that there were no "significant changes" in your
"internal controls" or in other factors that could "significantly
affect" these controls subsequent to the date of your evaluation.
However, Item 308(c) of Regulation S-B requires that you disclose
any
change in your "internal control over financial reporting"
identified
in connection with the evaluation required by paragraph (d) of
Exchange Act Rules 13a-15 or 15d-15 that occurred during the most
recent fiscal quarter that has "materially affected, or is
reasonably
likely to materially affect, the registrant`s internal control
over
financial reporting."

In the amended filing, please include the entire Form 10-KSB and
not
just the revised certifications.

Item 7.  Financial Statements

General
7. We note your independent public accounting firm, Mahoney &
Company, is located in New York while the company is located in
Florida.  Please have your accountants supplementally confirm to
us
that they are registered to practice in the state of Florida.

Report of Independent Certified Public Accountants, page F-2
8. The audit report indicates that the consolidated statements of
operations, stockholders` equity and cash flows for the year ended
May 31, 2003 (fiscal year 2003) were audited.  Yet the opinion
paragraph of the report opines on the balance sheet, and not the
results of operations or cash flows.  Please amend the filing to
include a revised audit report that opines on the results of your
operations and cash flows.

Notes to Consolidated Financial Statements

Note B - Summary of Significant Accounting Policies, page F-7
9. Please disclose in your revenue recognition policy and tell us
supplementally the nature of the deferred revenues on your balance
sheet and how these deferred revenues arise.  Also indicate the
approximate period over which the deferred revenues will be
recognized into income.

Note D - Common Stock, page F-10
10. Based on your disclosures here and on page 8, we understand
that
on May 19, 2004 you issued 17 million common shares and granted
warrants to purchase an additional 2.25 million common shares, all
for $1.7 million in proceeds.  Please tell us in detail and
disclose
how the $1.7 million in proceeds was allocated to the common stock
versus the warrants.  Also disclose the amount of expense you
recorded (or will record) as a result of this transaction, related
to
both the warrants granted and the common stock issued.  In this
regard, it appears to us that you may have incurred an expense
related not only to the warrants granted, but also related to the
common stock issuance since the common stock was issued at well
below
its fair value and a large portion was issued to the Chairman of
your
Board.  Finally, please also disclose and tell us supplementally
the
exercise price of the warrants and the related vesting period.  We
may have further comment.
11. You state that for the twelve months ended May 31, 2004, you
issued shares of common stock for services at a value of $420,000
and
that the expense was recorded through selling, general and
administrative expense; however, you only have $219,912 of
selling,
general and administrative expense recorded on your consolidated
statement of operations.  Please explain.

Note E -Intangible Assets, page F-13
12. Please describe to us in detail the circumstances that support
classification of your "Extreme Delight" intangible as indefinite
lived.  Specifically, provide us support for your assumption that
this intangible will contribute directly or indirectly to your
future
cash flows into the indefinite future.  Also tell us why you
believe
consumer habits, typical product life cycles, competitive and
other
economic factors do not limit the useful life of the intangible.
Refer to paragraph 11 of SFAS 142.
13. Please confirm to us supplementally that the "Extreme Delight"
intangible has been subjected to annual impairment testing, as
required by paragraph 17 of SFAS 142.  Also tell us the results of
the impairment tests for fiscal years 2003 and 2004 and how you
determined the fair value of the intangible for purposes of the
impairment tests.  Finally, please discuss in MD&A how you have
determined that this intangible asset in not impaired, despite
your
history of operating and cash flow losses.  Show us supplementally
how the revised disclosure will read.  We may have further
comment.

      Form 10-QSB for the period ended August 31, 2004
Form 10-QSB for the period ended November 30, 2004

Note B - Going Concern, page 7
14. We note that your going concern discussion has not changed
from
the year ended May 31, 2004.  In future filings please update the
discussion of your plans to remain viable.  The disclosure should
cover your plans for at least 12 months following the date of the
financial statements.

Exhibit 31 - Section 302 Certification

15. Please amend your first and second quarter fiscal year 2005
Forms
10-Q to provide a separate certification for each principal
executive
officer and principal financial officer.  Refer to Item 601 of
Regulation S-B.

*******

As appropriate, please amend your filing and respond to these
comments within 10 business days or tell us when you will provide
us
with a response.  Please furnish a letter that keys your responses
to
our comments and provides any requested supplemental information.
Detailed response letters greatly facilitate our review.  Please
file
your response letter on EDGAR.  Please understand that we may have
additional comments after reviewing your responses to our
comments.

We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filings reviewed by the staff to be
certain
that they have provided all information investors require for an
informed 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 connection 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 filings;
* Staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; 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.

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 filings or in response
to
our comments on your filings.

If you have any questions regarding these comments, please direct
them to Staff Accountant David DiGiacomo at (202) 824-5493.  In
his
absence, direct your questions to Robyn Manuel at (202) 942-7786.
Any other questions may be directed to me at (202) 942-2905.

Sincerely,

                George F. Ohsiek, Jr.
    Branch Chief

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Mr. Mark Weber
Chief Financial Officer an
New World Brands, Inc.
February 7, 2005
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