May 28, 2019 Charles F. Cargile Chief Executive Officer and President Sunworks, Inc. 1030 Winding Creek Road, Suite 100 Roseville, CA 95678 Re: Sunworks, Inc. Registration Statement on Form S-3 Filed May 21, 2019 File No. 333-231653 Dear Mr. Cargile: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Joshua Shainess, Attorney-Adviser, at (202) 551-7951 with any questions. Sincerely, Division of Corporation Finance Office of Telecommunications