SecProbe.io

CORRESP
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PWardle@gibsondunn.com

August 9,
2005

(213) 229-7242

C 16009-01464

(213) 229-6242

VIA EDGAR AND COURIER

Securities and Exchange Commission

450 Fifth Street N.W.

Washington, D.C. 20549-0305

Attention: Abby Adams

Division of Corporate Finance

Re:Worldwide Restaurant Concepts, Inc.

Preliminary Proxy Statement on Schedule 14A

File No. 001-10711

Transaction Statement on Schedule 13E-3

File No. 005-41551

Dear Ms. Adams:

        On
behalf of Worldwide Restaurant Concepts, Inc., a Delaware corporation ("WRC" or the "Company"), we transmit herewith a revised Preliminary Proxy Statement (the "Revised Proxy
Statement") on Schedule 14A (File No. 001-10711), which was initially filed by the Company with the Securities and Exchange Commission (the "Commission" or the "SEC") on
June 15, 2005 and subsequently revised on July 26, 2005 (the "Proxy Statement"), and Amendment No. 2 (the "Amended 13E-3") to the Transaction Statement on
Schedule 13E-3 (File No. 005-41551) filed by the Company and certain other persons with the Commission on June 15, 2005
("Schedule 13E-3") and subsequently amended on July 26, 2005. In this letter, we respond on behalf of the Company and the other filing persons to the comments of the staff of
the Commission (the "Staff") contained in your letter dated August 2, 2005. The numbered paragraphs below correspond to the numbered comments in that letter, with your comments presented in
bold italics. We have also enclosed with the copy of this letter that is being transmitted via courier, two copies of the Revised Proxy Statement and the Amended 13E-3 in paper format,
which are marked to show changes from the Proxy Statement and the Schedule 13E-3, respectively. In addition to addressing the comments raised by the Staff in its letter, the Company
has revised the Proxy Statement and the Schedule 13E-3 to update other disclosure and, as previously discussed, to add disclosure that had previously been incorporated by reference.

Schedule 13E-3

Chapter I-The Merger, page 2

1.We reissue comment 2. Please provide us your analysis regarding why members of the Australian Management Group are not affiliates of WRC. In addition, please
revise the filing to indicate when the additional members of management who will participate in the transaction will be identified and the potential size of their equity interests in the investor
group.

        As discussed in our telephone conference call with you on August 5th, after careful analysis of the rules and guidance of the SEC, we
determined to file the Schedule 13E-3 solely based on the status of Mr. Kevin Perkins as an affiliate of the Company who would become an affiliate of Pacific Equity Partners
Pty Limited ("PEP") by virtue of his executive position and equity position with the surviving entity in the merger. Other than Mr. Perkins, none of the other members of Australian Management
Group would, in our view, be considered affiliates of the WRC since none of these individuals, other than Mr. Perkins, is a director, officer, or a member of the senior management of the
Company. Although the Australian Management Group contributes to the overall business of the Company as management of a subsidiary of the Company, the Australian Management Group does not exert
control or influence over the Company and were not involved in negotiating the terms of the transaction. We believe that such members of the Australian Management Group, therefore, are not
"affiliates" of the Company and should not be included as 13E-3 filing persons.

        With
respect to U.S. management members of the Company who may be provided with the opportunity to subscribe for equity interests in the investor group, the Company has been advised by
the investor group that it has not yet finally determined the management members to which such opportunity will be offered, the terms of any such potential future relationship or the estimated time
when such information may be available. We note the merger is not conditioned on any of these arrangements and, therefore, it is possible that such arrangements with the U.S. management members of the
Company, if any, may not be finalized until after the consummation of the merger. In addition, the investor group has also advised that in no event will any U.S. management member of the Company be
offered in excess of 1.5% of the outstanding equity of Aus Holdco. In response to the Staff's comment, we have included additional disclosure on pages iv and 23 addressing the timing of
any such arrangements, if any, as described above.

2.We reissue comment 3. Revise the summary term sheet to include all the most material terms of the transaction, including each party's fairness determination.
Also, please shorten the summary term sheet, to the extent practicable. For example, we note that the first two pages include the mailing addresses of each of the entities involved. In addition, you
have shown the formula for each calculation of the possible merger consideration. Please revise the summary to include the table requested in prior comment 4 and eliminate repetitive disclosure of the
various calculations. Also, please move the table of contents behind the summary term sheet.

        In response to the Staff's comment, we have revised the summary term sheet to add additional salient terms of the transaction and to delete references to the more
procedural and administrative matters that are described elsewhere in the Proxy Statement. As discussed with you on our call, we have revised the summary disclosure regarding the per share merger
consideration on pages vi and vii to include only the actual consideration formula and a table of several examples of possible per share merger consideration amounts, with a cross reference to
the detailed examples using the formula that have been moved back to page 36. Finally, we have moved the table of contents to follow the summary term sheet as suggested.

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3.We note your response to comment 4. Please revise the cover page to clarify that security holders will not know the exact amount of the consideration prior to
the vote, and, as such, the actual consideration may differ from the example provided as of the most recent practicable date. Also revise the cover page to clarify the relative timing of the "bring
down" opinion, the vote, the date that the merger consideration will be fixed, and the closing. Revise the document to clarify the purpose of the "bring down" opinion where the merger consideration
will not be determined until after the opinion is issued.

        In response to the Staff's comment, we have added a statement to the cover page to clarify that the security holders will not know the exact amount of the
consideration prior to the vote, and that the actual consideration may differ from the example provided. We also have included additional language on the cover page to clarify the timing of the
"bring-down" opinion and the purpose of the "bring-down" opinion as discussed on our August 5th conference call.

4.We note your response to comment 5 that you will amend the Schedule 13E-3 to include any additional reports as exhibits. Please tell us what
consideration you have given to disseminating a summary of the reports should the financial advisor's analysis materially differ from that previously disclosed. Please confirm that you will file the
press release as an exhibit to the Schedule 13E-3 and as definitive additional materials pursuant to Rule 14a-6(b).

        As we discussed with you on August 5th, the Company intends to issue a press release on the business day before the special meeting regarding
the "bring-down" opinion Houlihan Lokey Financial Advisors and the consideration of such "bring-down" opinion by the Board of Directors.

        In
the event that Houlihan Lokey Financial Advisors is able to issue the "bring-down" opinion, we do not anticipate that there will be any additional analysis or presentation
to the Board of Directors that would differ in any material respect from the presentations currently filed as exhibits to the Schedule 13E-3. However, in addition to filing the
press release as an exhibit to the Schedule 13E-3, as definitive additional proxy material, and/or as an exhibit to a Current Report on Form 8-K, as required or
as applicable, the Company confirms that it will include a summary of any additional materials presented to the Board of Directors by Houlihan Lokey Financial Advisors in the press release and file
such materials as an exhibit to Schedule 13E-3.

        In
the event that Houlihan Lokey Financial Advisors is unable to issue a "bring-down" opinion, the Company will issue a press release that will include a summary of any
material information presented to the Board of Directors by Houlihan Lokey Financial Advisors in connection therewith. The Company will then file such press release as an exhibit to the
Schedule 13E-3, as a definitive additional proxy material, and/or as an exhibit to a Current Report on Form 8-K, as required or as applicable and will file any
additional materials as described above. If deemed appropriate, the Company may postpone or adjourn the meeting to allow additional time for stockholders to consider the "bring-down"
opinion and any other related information.

The Merger, page 15

5.We note your response to comment 8. Please revise to clarify whether any parties proposing transactions at higher prices were excluded from the final group of
seven.

        In response to the Staff's comment, we have clarified on page 4 that there were no parties that proposed transactions at higher prices that were excluded
from the final group of seven.

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6.Please refer to comment 9. With a view toward disclosure, please describe the outstanding issues related to the termination fee and the circumstances under
which it would be required to be paid.

        In response to the Staff's comment, we have included additional disclosure on page 6 regarding the outstanding issues relating to the termination fee and
the circumstances under which it would be required to be paid.

Considerations Relating to the Merger, page 19

7.We note the revised disclosure in response to comment 6. On page 20, please provide the basis for the board and/or special committee's conclusion that the
"liquidation of WRC's asset[s] would not likely realize more than [$0.63] net book value per share." In addition, please disclose the historical market
prices considered by the board and/or special committee.

        In response to the Staff's comment, we have included additional disclosure on page 9 regarding the conclusion of the Board of Directors and the Special
Committee regarding the liquidation value. We have also disclosed, on pages 10 and 15, the historical market prices considered by the Board of Directors and the Special Committee.

Recommendation of the WRC Board of Directors, page 23

8.Please revise this section to specifically state whether the board believes that the transaction is fair to WRC's unaffiliated security holders. See Item
1014(a) of Regulation M-A. Currently, the disclosure in this section states that the board determined that the consideration is fair and provides the board's recommendation with
respect to the merger, but does not address the fairness of the transaction.

        In response to the Staff's comment, we have revised the disclosure on page 11 to specifically state that the Board of Directors believes that the
transaction is fair to the Company's unaffiliated security holders.

9.We reissue comment 12. Please address how the board reached its fairness determination despite the absence of each of the procedural safeguards. It does not
appear that you have addressed the safeguard in Item 1014(c) of Regulation M-A. With a view toward disclosure, tell us what consideration the board gave to security holders'
appraisal rights in reaching its procedural fairness determination.

        With respect to the safeguard in Item 1014(c) of the Regulation M-A, the Board of Directors considered the fact that, prior to entering into
decisions regarding the merger, the investor group and the Company were not affiliated with each other. As a result of the negotiations between the investor group and Mr. Kevin Perkins, who is
an executive officer of the Company and a member of the Australian Management Group, Mr. Perkins is expected to become an officer of, and have equity ownership in, one of the investor group
entities upon completion of the merger. The Company has also been informed by Mr. Perkins and the investor group that Mr. Perkins and the investor group did not have any prior
relationship. The negotiations regarding the terms of the merger agreement between the investor group and the Company were on an arm's-length basis and Mr. Perkins did not participate in such
negotiations.

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        The
Board of Directors also considered that the affiliated and the unaffiliated stockholders of the Company would be receiving the same per share merger consideration for their shares
and that the unaffiliated stockholders would have an opportunity to vote against the merger at the special meeting of the stockholders, should they disagree with the per share merger consideration to
be received in the merger. Under the General Corporation Law of the State of Delaware, WRC stockholders who do not vote in favor of the adoption of the merger agreement will have the right to seek
appraisal of the fair value of their shares as determined by the Delaware Court of Chancery if the merger is completed. Taking into consideration all of these factors, the Special Committee and the
Board of Directors concluded that procedural fairness was maintained despite the absence of certain other specific procedural safeguards such as retaining an unaffiliated representative to act solely
on behalf of stockholders of WRC that are not affiliates of WRC or PEP for purposes of negotiating the terms of the merger.

        We
have revised the disclosure on page 8 to clarify the determination of the Board of Directors as described above.

Opinion of Financial Advisor, page 23

10.We note your response to comment 14; however, it is unclear where you have summarized the revised or additional analysis presented by Houlihan Lokey on
April 28 and/or the earlier analysis. Please revise the disclosure on pages 24-31 and the background of the merger to clarify when the information was presented. Furthermore, please
revise the disclosure to summarize all aspects of each report. For example, we note that the reports summarize the sale process and disclose the price ranges of potential transactions at various
stages of the process. It appears that this information should be disclosed in the document disseminated to security holders. Furthermore, we note the disclosure that "second round bids, which do not
reflect potential closing adjustments, ranged from $4.95 per share to $7.69 per share" and "two parties were selected to proceed to the third round in a parallel process, with bids of approximately
$6.81 and $6.36 per share, giving consideration to proposed closing adjustments (e.g. working capital adjustments." On page 17 you state that "The WRC Board of Directors determined to proceed with the
two parties that had submitted final proposals with the highest price per share to WRC." Please clarify this disclosure in light of the information in the financial advisor's reports, which appears to
indicate that the two finalists did not propose offers with the highest prices.

        In response to the Staff's comment, we have revised pages 7-8 to clarify that the information in the preliminary financial presentation was provided to the
Special Committee and the WRC Board of Directors on April 28, 2005, in advance of the board meeting, and the information in the final financial presentation was provided to the Special
Committee and the WRC Board of Directors o