SecProbe.io

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                             NEW WORLD BRANDS, INC.
                                2019 SW 20 Street
                                    Suite 109
                         Fort Lauderdale, Florida 33315
                            Telephone (954) 713-0222
                               Fax (954) 713-0354

                                 April 29, 2005

Mr. George F. Ohsiek, Jr.
Staff Accountant
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

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

Dear Mr. Ohsiek:

         This letter will respond to your letter dated March 22, 2005.

1.       The undersigned, on behalf of New World Brands, Inc. (the "Company")
         acknowledges the following:

         a.       The Company is responsible for the adequacy and accuracy of
                  the disclosures in the filing.

         b.       Staff comments or changes to disclosure in response to staff
                  comments do not foreclose the U.S. Securities and Exchange
                  Commission (the "Commission") from taking any action with
                  respect to the filing.

         c.       The Company may not assert this action as a defense of any
                  proceeding initiated by the Commission or any person under the
                  federal securities laws of the United States.

2.       As we discussed, the equity transactions were private sales of stock
         made to thirteen investors simultaneously and on the same terms. The
         terms indicate fair value to a willing buyer and willing seller. Dr.
         Passen became Chairman of the Board after the consummation of the
         transaction. At the time of the execution of the agreement in
         connection with the equity infusion, it was not contemplated that Dr.
         Passen would become Chairman of the Board. However, after the agreement
         was signed and after the terms of the deal were negotiated, Dr. Passen
         felt it was appropriate for him to become a member of the Board of
         Directors in order to monitor his investment. No additional services by
         Dr. Passen were expected by the Company and no employment agreement was
         executed. Dr. Passen only serves as Chairman of the Board. He does not
         hold a position as an officer. Dr. Passen does not devote his full time
         and attention to the Company. Rather, Dr.

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Mr. George F. Ohsiek, Jr.
April 29, 2005
Page 2

         Passen only devotes a portion of his time to the affairs of the
         Company. For the most part his involvement is merely designed to
         monitor his investment. Pursuant to your request, attached you will
         find copies of board minutes leading up to and immediately following
         the equity issuance including documentation regarding the appointment
         of Dr. Passen as Chairman.

3.       As we discussed in our telephone conversation, many alcohol brands,
         assuming they are marketed properly and develop a solid reputation,
         contribute to cash flows into the indefinite future. Jack Daniels has
         been generating cash flow for over 134 years. This brand continues to
         experience double digit gains in various markets. The world famous
         Bacardi Rum was created in 1862, 143 years ago, and continues to enjoy
         great success through its classic Bacardi Carta Blanca, and other
         variations including Bacardi Limon, Bacardi O aand Bacardi Gold.
         Because these and other spirit products generally have an indefinite
         useful life, as accepted brand loyalty carries on over the years, the
         Company originally treated the intangible relating to Xtreme Delight
         Cocktails as indefinite-lived. However, in March 2005 the Company
         entered into an agreement with Maple Leaf Distillers, Inc. ("MLD") to
         jointly market and promote a ready-to-drink cocktail called Norm's
         Extreme Cocktails. As a result, commencing in March 2005, the Company
         revised its financial statements to treat this intangible as a
         finite-lived intangible asset.

4.       Since the Company acquired the formulas and packaging for Xtreme
         Delight Cocktails in May 2003, management determined this intangible
         asset to have its original value. The Company based this on projected
         cash flows, including but not limited to cash flow generated from the
         agreement entered into January of 2004 granting exclusive rights to
         market and sell the product in Honduras. Moreover, in May 2004, the
         Company received an equity infusion of $1.7 million dollars based, at
         least part, on the perceived value of the Xtreme Delight Cocktails
         intangible asset. Notwithstanding the foregoing, in light of the
         Company's agreement with MLD and determination to jointly market and
         promote Norm's Extreme Cocktails instead of Xtreme Delight Cocktails,
         in March 2005, the Company agreed to reduce the value of this
         intangible asset to zero. The Company's most recent financial
         statements reflect this valuation.

         We trust the foregoing is responsive to your letter dated March 22,
2005. However, if you should have any questions or require any additional
information or documentation, please contact the undersigned.

                                        Sincerely yours,

                                        /s/ Costas Ataliotis
                                        Costas Ataliotis
                                        Chief Executive Officer
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