SecProbe.io

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MAIL STOP 03-08
	December 2, 2004
Mr. Ian Valentine, CEO
Brands Shopping Network, Inc.
13431 Beach Avenue
Marina Del Rey, CA 90292

	RE:	Brands Shopping Network, Inc.
		Information Statement filed on Schedule 14C
		Commission File No. 0-32473
		Amendment Filed on November 18, 2004

Dear Mr. Valentine:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document 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 filing.
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. We note your response to prior comment 1.  However, the Form 8-
K
in effect at the time you entered into the merger agreement
required
that you file documents relating to a change of control under Item
403(c) of Regulation S-B.  Please advise.

Action 1 - Approval of Merger, page 4
2. Disclosure in your amended 10-KSB filed November 18, 2004
indicates that Brands Shopping Network has received a satisfaction
of
judgment related to its litigation with RTTS Acquisition
Corporation.
Please discuss all material terms of the settlement and clearly
disclose whether this condition of the merger is satisfied.
About Brands Shopping Network, page 6
3. We note disclosure comparing your company to well-established
companies such as QVC, Home Shopping Network and ShopNBC.  This
disclosure should be deleted given that your company is in the
development stage.
About United Fuel, page 9
4. As requested previously, please supplementally provide support
for
the statement that "EWC is one of the largest marketers of fuel
and
lubricants in each of the market areas in which it operates and is
one of the largest propane distributors in the state of Texas."
Competition, page 10
5. We note disclosure indicating that larger competitors have
"some
competitive advantages" over the company.  Please further explain
the
competitive advantages to which you refer.
6. Please explain in more specific terms how the company competes
on
the basis of "reliability and quality of service, responsiveness
to
customer needs, the price of products, the location of facilities,
and the availability of products."

Environmental Matters, page 10
7. Disclosure indicates that the company is "substantially covered
by
insurance" to protect against liability for environmental
contamination.  Please fully describe the company`s insurance
coverage against such potential liability.
Management`s Discussion and Analysis, page 11
Overview, page 12
8. Please discuss the effect lower crude prices may have on United
Fuel`s operations.
Liquidity and Capital Resources, page 16
9. We have read your response to comment 28 as well as your
revised
disclosures. Please further revise your discussion of liquidity
and
capital resources to provide an analysis and evaluation of
material
changes in the underlying drivers of operating, investing and
financing cash flows.  In doing so, you might focus your
discussion
on the quality and variability of earnings on cash flows and the
underlying reasons for the trends in cash flows so that readers
can
ascertain the likelihood that past performance is indicative of
future performance.  Also, you should discuss significant events
that
would cause or are reasonably likely to cause reported cash flows
not
to be necessarily indicative of future cash flows.  Please refer
to
Item 303(b)(1) of Regulation S-B and SEC Release 33-8350.
10. We have read your response to comment 29 and do not see the
revised disclosure on former page 12 that you indicate addresses
our
comment. Please revise your disclosure to specifically address why
your accounts receivable turnover has decreased from 3.6 at
December
31, 2003 to 3.3 at June 30, 2004; as well as address the increase
in
day`s sales outstanding from 100 days at December 31, 2003 to 109
days at June 30, 2004.
11. In your response to comment 30, you indicate that you are
slightly out of compliance with respect to your revolver facility.
Please tell us and revise your disclosure to indicate your date of
non-compliance, state whether or not a waiver was obtained from
your
lender, if you intend to renegotiate a modification to the
revolver
facility, whether you expect it is probable that you will fail to
meet the covenant requirement in future compliance dates and
further
disclose any adverse consequences of a probable failure to satisfy
future covenants as discussed in EITF 86-30. Discuss the potential
ramifications to the proposed merger if a waiver is not obtained.
Please make these same revisions where your discussion appears
elsewhere in filings.
United Fuel`s Reason for the Merger, page 19
12. As requested previously, disclose the cost difference between
merging with a public shell and an initial public offering and
registering your securities under section 12 of the Securities
Exchange Act of 1934.

Contacts between United Fuel and BSN, page 20
13. Elaborate on the merger negotiation process to clearly
describe
each of the meetings that took place between the parties,
including
the dates, a discussion of which party proposed the exchange
ratio,
and indicate whether any negotiations regarding that ratio took
place.  State the amount of dilution to the public stockholders.
Federal Tax Consequences of the Merger, page 20
14. Please revise to disclose that the discussion summarizes all
material federal income tax consequences.  Further explain the
basis
for the company`s belief that the merger will be considered a tax-
free reorganization.
Action 2 - Amendment to Articles of Incorporation, page 22
15. We note disclosure indicating that the company proposes to
increase its authorized shares of common stock in order to assure
that a sufficient number of shares are available for issuance in
the
future "if our Board of Directors deems it to be in our
stockholders`
best interest."  Please explain in more specific terms the reasons
for the proposed increase in common stock.
Remuneration of Directors and Officers, page 24
16. Please identify the third party who has been assigned the
$959,453 in accrued salary if considered an affiliate of the
company.

Schedule 5.2(a)
17. We note that the stockholder list will be provided to the
staff.
Consolidated Financial Statements - United Fuel & Energy
Corporation
18. Please update the interim financial statements through
September
30, 2004.
Notes to Consolidated Financial Statements, page 6
19. We have read your response to comment 56.  Please tell us if
you
have any legal obligations with respect to the retirement of any
long-lived assets (e.g. underground fuel tanks) that you are
required
to settle as a result of an existing or enacted law, statute,
ordinance or written or oral contract or by legal construction of
a
contract under the doctrine of promissory estoppel, as described
in
paragraph 2 of SFAS No. 143.  If such legal obligations exist,
please
explain why the adoption of SFAS No. 143 has had no material
impact
on your financial position and results of operations considering
the
initial recognition and measurement guidelines set forth in
paragraph
3 of SFAS No. 143.

Note H - Commitments and Contingencies, page 14
20. We have read your response to comment 59. Please explain to us
in
more detail why you are or are not responsible for the clean up
efforts at the fifteen sites that you have identified. Tell us
whether you are the owner of the properties involved in these
clean
up sites or whether you lease these properties from third parties.
Please tell us if you have accrued a liability for remediation
costs.
We note your disclosures concerning the adequacy of insurance
policies as well as contributions from third parties. However, it
is
generally not appropriate to offset environmental liabilities
against
expected insurance recoveries. See SOP 96-1, par. 146.
In our prior comment 59, we asked you to tell us how much you
expend
annually on environmental compliance. We note that SOP 96-1, par.
170
as well as SAB Topic 5:Y Question 3 recommend disclosure of the
amount included in the income statement for environmental
remediation, recoveries from third parties, and costs for
environmental compliance. Please tell us how much you have
expended
for environmental compliance as well as environmental remediation
for
each of the years that you have presented in the statement of
operations.
Note D - Debt, page 10
21. We have read your response to comment 58.  Please add to your
disclosure a brief discussion of the priorities of debt
instruments
and revise your tabular descriptions and other textual references
to
include the terms Term Loan and 3D Loan that have replaced certain
former notes payable and are discussed and defined elsewhere in
your
filing.

Attachment 5 - Pro Forma Condensed Statement of Operations
22. Please update the pro forma financial statements through
September 30, 2004.  Also, correct a mathematical error contained
in
the line item income (loss) before income taxes and then carried
forward in the statement of operation.
23. We have read your response to comment 62.  Please revise your
presentation of earnings per share to reflect your reverse stock
split retroactively in BSN financial statements.  See SAB Topic 4C
and Rule 11-02(b)(7) of Regulation S-X.

Amended Form 10-KSB for the fiscal year ended December 31, 2003
General
24. Your information statement should be amended to reflect any
changes made as a result of the comments below.   Similarly, the
above comments on the business of Brands Shopping Network also
apply
to the Form 10-KSB.

Business, page 1
25. We note disclosure that the company "is positioned to take
full
advantage of Interactive Television opportunities when and where
they
are deployed by Cable Operators and Digital Satellite
Broadcasters."
Please reconcile with prior disclosure indicating that the company
does not have operations.  Revise your disclosure in this section
as
appropriate.
26. We have read your response to comment 64.  Please include the
references to the applicable rules that define a small business
issuer`s disclosure controls and procedures exactly as set forth
in
Item 307 of Regulation S-B. Further disclose any changes that have
occurred during the last fiscal period in your internal control
over
financial reporting as required by Item 308(c) of Regulation S-B.
27. Please confirm that the inclusion of the titles of your Chief
Executive Officer and acting Chief Financial Officer was not
intended
to limit the capacity in which such individual provided
certification. In the future, eliminate reference to the CEO and
CFO`s titles in the introductory paragraph of the certifications
to
conform to the format provided in Item 601(b)(31) of Regulation S-
B
with respect to annual and interim flings.
28. Please revise the report of independent registered accounting
firm to state in its introductory paragraph that the restated
consolidated statement of operations, stockholders` equity and
cash
flows are audited for the years ended December 31, 2003 and 2002
as
well as the period from inception to date. Please make this
revision
in the report of independent registered accounting firm in your
information statement as well.

Form 10-QSB for the quarterly period ended September 30, 2004
29. Please add the disclosures incorporated in your information
statement that discusses the recent revolver covenant violations
and
amendments to your credit facilities, both of which occurred in
November 2004.
30. Similar to your disclosures in Form 10-KSB/A, please include
the
disclosures on controls and procedures and internal control over
financial reporting as required by Items 307 and 308 of Regulation
S-
B, considering the recommended revisions with respect to comment
64,
above.

* * * *

	You may contact Brian McAllister at (202) 824-5664 or Mike
Moran, Accounting Branch Chief, at (202) 942-2823 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact Matthew Benson at (202) 942-2824, Ellie
Quarles, Special Counsel, at (202) 942-1859 or me at (202) 942-
1900
with any other questions you may have.

						Sincerely,

						H. Christopher Owings
						Assistant Director

cc: 	Melissa Mahler, Esq.

Fax:	(866) 528-0657

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Brands Shopping Network, Inc.
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