LAWLER & ASSOCIATES
a professional law corporation
41877 Enterprise Circle N., Suite 220
Temecula, California, 92592
Telephone: 951-506-8888
Facsimile: 951-506-8877
W. SCOTT LAWLER, ESQ.
September 26, 2006
Via Edgar and Overnight Delivery
Mr. Tom Jones, Examiner
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Re:
Sun World Partners, Inc. (the "Company")
Amendment No. 3 to Registration Statement on Form SB-2
Filed July 31, 2006
File No. 333-132472
Dear Mr. Jones:
Please find enclosed herewith three (3) clean copies and three (3) redlined copies of Amendment No. 4 to Sun World Partners, Inc.’s registration statement on Form SB-2. The electronic copy of this Amendment No. 4 was filed via Edgar, with a submission date of September 26, 2006.
Please be advised that while we had filed a previous amendment, Amendment #3, on July 31, 2006, you did not review this filing due to a requirement for current year audited financial statements. Due to the fact that Amendment #3, as filed, contained changes to reflect requests made in your comment letter dated July 7, 2006, as it related to Amendment #2, we have tracked changes in this current filing, Amendment #4, to reflect our responses for each of your respective comment letters dated August 1, 2006 and July 7, 2006, as well as any amendments resulting from this current filing. We have provided below for your ease of review our responses for each of your respective comment letters dated August 1, 2006 and July 7, 2006 and have updated these responses accordingly to reflect changes resulting from our current filing.
Below are the comments from your comment letter dated August 1, 2006 regarding Sun World's Form SB-2, each followed by Sun World’s responses thereto.
General
Comment
1.
We note that the amendment you filed on July 31, 2006 in response to staff comments does not include updated audited financial statements that are required by Item 310(g) of Regulation S-B.
Response
The revision noted by this comment has been made. We have included updated audited financial statements that contain the required financial statements and updated relevant information in this filing.
Below are the comments from your comment letter dated July 7, 2006 regarding Sun World's Form SB-2, each followed by Sun World’s responses thereto.
General
Comment
1.
Please add a recent developments section to discuss any material events concerning your results of operations, liquidity and capital resources since February 28, 2006.
Response
We have added a recent developments disclosure to include our audited financial statements to May 31, 2006, under Item 17. Management’s Discussion and Analysis or Plan of Operation, at the end of the subheading - Management’s Discussion and Analysis of Financial Condition and Results of Operations which reflects our audited May 31, 2006 year end information.
Competition and Competitive Strategy, page 18
Comment
2.
We note your response to comment 1. Please provide us details regarding the scope of your internet search, including the search terms used.
Response
Based on Mrs. Coonfer’s conversation with Mr. Tom Jones from your office, we have attached to this letter as supplemental information the details regarding the scope of our internet search and the results determined from that search.
Certain Relationships and Related Transactions, page 27
Comment
3.
Please refer to prior comment 4. Please expand the fourth paragraph of this section to disclose the loan balance as of the most recent practical date.
Response
The revision noted by this comment has been made. We have updated our disclosure to reflect the loan balance as at August 30, 2006.
Compensation, page 29
Comment
4.
Please update this section for the fiscal year ended May 31, 2006
Response
The revision noted by this comment has been made. We have updated our disclosure to reflect the compensation paid for the fiscal year ended May 31, 2006.
Recent Sales of Unregistered Securities, page 32
Comment
5.
Please refer to prior comment 6. Please reconcile the disclosure on page F-12 with the disclosure in this section. Also, the issuance of shares in a recapitalization should be disclosed in this section based on Item 701 of Regulation S-B.
Response
The revision noted by this comment has been made. Pursuant to your conversation with Mrs. Coonfer, we have reconciled with the disclosure on page F-11 to better describe the issuances and we have included the issuance of shares in the recapitalization.
Sincerely,
/s/ W. Scott Lawler
W. Scott Lawler, Esq.