SEC Company Response from UNITED FUEL & ENERGY CORP (CIK 0001137031) — Nov 18, 2004
UNITED FUEL & ENERGY CORP (CIK 0001137031)
Date: Nov. 18, 2004 · CIK: 0001137031 · Accession: 0001144204-04-019756
AI Filing Summary & Sentiment
Referenced dates: October 14, 2004
Letter
RICHARDSON & PATEL LLP 10900 WILSHIRE BOULEVARD SUITE 500 LOS ANGELES, CALIFORNIA 90024 TELEPHONE (310) 208-1182 FACSIMILE (310) 208-1154 November 18, 2004 Securities and Exchange Commission Division of Corporation Finance 450 Fifth Street, N.W. Washington, D.C. 20549 Attention: H. Christopher Owings, Assistant Director
RE: Brands Shopping Network, Inc. Information Statement filed on Schedule 14C File No. 0-32473 Filed September 14, 2004
Dear Mr. Owings:
On behalf of Brands Shopping Network, Inc. (the "Company"), we are filing, marked to show changes, the Company's Amended Preliminary Information Statement on Schedule 14C, File No. 0-32473. We have also filed an amendment to the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2003.
The following information responds to the comments of the Staff of the Securities and Exchange Commission in their letter dated October 14, 2004. For your convenience, the Staff's comments have been reproduced below and are followed by additional information or a description of how the Company responded to each comment.
General
1. We note that you have not filed any current reports on Form 8-K during the past fiscal year. It appears that you should have filed an Item 1 Form 8-K regarding the proposed merger because it involves arrangements that may result in a change of control. See Item 403(c) of Regulation S-B. Please advise or revise.
THE COMPANY EXECUTED THE MERGER AGREEMENT WITH UNITED FUEL & ENERGY CORPORATION ON AUGUST 6, 2004. UNDER THE FORM 8-K RULES IN EFFECT PRIOR TO AUGUST 23, 2004, THE COMPANY WAS ONLY REQUIRED TO FILE A FORM 8-K WHEN A CHANGE OF CONTROL HAD OCCURRED. BECAUSE THE COMPANY HAD ENTERED INTO THE MERGER AGREEMENT PRIOR TO AUGUST 23, 2004, IT DID NOT FILE A FORM 8-K. THE COMPANY HAS PROVIDED INFORMATION REQUIRED UNDER ITEM 403(C) OF REGULATION S-B IN THE INFORMATION STATEMENT.
<PAGE>
Securities and Exchange Commission November 18, 2004 Page 2
2. We note that after the proposed transactions, two percent of your common stock will be held by former BSN shareholders. Please tell us whether any of the proposed transactions will cause any of the effects enumerated by Rule l3e-3(a)(3)(ii) under the Securities Exchange Act of 1934. We may have further comments.
THE PROPOSED TRANSACTIONS WILL NOT CAUSE ANY OF THE EFFECTS ENUMERATED BY RULE 13E-3(A)(3)(II) UNDER THE SECURITIES EXCHANGE ACT OF 1934 BECAUSE IT DOES NOT (I) CAUSE ANY CLASS OF EQUITY SECURITIES OF THE ISSUER WHICH IS SUBJECT TO SECTION 12(G) OR SECTION 15(D) OF THE ACT TO BE HELD OF RECORD BY LESS THAN 300 PERSONS; OR (II) CAUSE ANY CLASS OF EQUITY SECURITIES OF THE ISSUER WHICH IS EITHER LISTED ON A NATIONAL SECURITIES EXCHANGE OR AUTHORIZED TO BE QUOTED IN AN INTER-DEALER QUOTATION SYSTEM OF A REGISTERED NATIONAL SECURITIES ASSOCIATION TO BE NEITHER LISTED ON ANY NATIONAL SECURITIES EXCHANGE NOR AUTHORIZED TO BE QUOTED ON AN INTER-DEALER QUOTATION SYSTEM OF ANY REGISTERED NATIONAL SECURITIES ASSOCIATION.
3. Please provide the information required by Item 14 of Schedule 14A. In particular, please provide selected and supplementary financial data for United Fuel and Energy. Also, provide the information required by Item 304 and 305 of Regulation S-K for UFE. See Part C of the Form S-4, which is required by Item 14(c)(2) of Schedule 14A and Item 1 of Schedule 14C.
THE REQUESTED DISCLOSURE HAS BEEN ADDED. IN RESPONSE TO THE REQUEST TO PROVIDE THE SELECTED FINANCIAL DATA, UNITED FUEL HAS PROVIDED INFORMATION FOR THE FOUR YEARS ENDED DECEMBER 31, 2003 AND INTERIM PERIODS. THE FINANCIAL DATA FOR THE YEAR ENDED DECEMBER 31, 1999 IS NOT AVAILABLE WITHOUT UNDUE EFFORT AND EXPENSE ON THE PART OF UNITED FUEL. IN ADDITION, THE YEAR 1999 WAS PRIOR TO THE ACQUISITION OF EWC AND WOULD ONLY INCLUDE THE RESULTS OF OPERATIONS OF FRANK'S FUEL. UNITED FUEL DOES NOT BELIEVE THE YEAR 1999 WOULD BE MEANINGFUL IN RELATIONSHIP TO THE SIZE OF ITS CURRENT OPERATIONS AND ACTIVITIES. WHILE WE ARE PROVIDING THE REQUESTED INFORMATION, WE BELIEVE THAT NONE OF THE INFORMATION IS TECHNICALLY REQUIRED BECAUSE BRANDS SHOPPING NETWORK IS A SMALL BUSINESS ISSUER AND UNITED FUEL IS NOT A REPORTING COMPANY. WE BELIEVE THIS PROVIDES A BASIS FOR NOT PROVIDING THE FIFTH YEAR OF SELECTED FINANCIAL DATA.
Information Statement Cover Page
4. We note the disclosure on the cover page that no fee is required for this form. Please revise in accordance with Exchange Act Rule 14c-5(g).
<PAGE>
Securities and Exchange Commission November 18, 2004 Page 3
WE HAVE NOT REVISED THE COVER PAGE, AS WE BELIEVE NO FILING FEE IS REQUIRED UNDER RULE 14C-5(G) OF THE EXCHANGE ACT OF 1934, AS AMENDED. BRANDS SHOPPING NETWORK IS NOT A PARTY TO THE MERGER, AND, THEREFORE, APPROVAL BY BRANDS SHOPPING NETWORK'S STOCKHOLDERS IS NOT REQUIRED. AN INFORMATION STATEMENT WOULD NOT EVEN HAVE BEEN REQUIRED TO BE FILED EXCEPT FOR THE STOCKHOLDER APPROVAL REQUIRED FOR THE AMENDMENT OF THE ARTICLES OF INCORPORATION (I.E., ALL OTHER ACTIONS THAT WERE TAKEN WERE VOLUNTARY).
PRELIMINARY INFORMATION STATEMENT
5. In the letter to stockholders, provide the statement required by Item 2 of Schedule 14C in bold-face type. Please revise.
THE REQUESTED DISCLOSURE HAS BEEN ADDED.
6. State the vote required for approval of the proposed transactions, and disclose the percentage of stockholders that have consented in writing to approve the proposed transactions.
THE REQUESTED DISCLOSURE HAS BEEN ADDED.
7. Disclose the market value of the registrant's securities as of the date preceding public announcement of the proposed transaction and as of the most recent practicable date.
THE REQUESTED DISCLOSURE HAS BEEN ADDED.
8. Consider whether it is necessary to define "we," "us," and "our."
THE REQUESTED DISCLOSURE HAS BEEN ADDED.
Summary Term Sheet - Page 2
9. Disclose the percentage of securities that the public stockholders will hold following the merger compared to their percentage ownership prior to the transactions.
THE REQUESTED DISCLOSURE HAS BEEN ADDED.
10. Quantify the aggregate amount of benefits that management of Brands Shopping Network will receive or to which they will become entitled as a result of the merger here and in the full discussion of the merger.
THE REQUESTED DISCLOSURE HAS BEEN ADDED.
<PAGE>
Securities and Exchange Commission November 18, 2004 Page 4
Information About the Voting Rights of our Stockholders - Page 3
11. Name the control person(s) of Bendecida Orquidea Rev TR and Yarbols Inc. Briefly describe the affiliation between Bendecida Orquidea Rev TR and Brands Shopping Network. We also note that you identified Century Partners, Ltd as a 19.1% holder in the Form l0-KSB for the fiscal year ended December 31, 2003. Please advise why Century Partners, Ltd is not included in this table.
THE REQUESTED DISCLOSURE HAS BEEN ADDED. CENTURY PARTNERS, LTD. WAS NOT INCLUDED IN THIS TABLE BECAUSE IT TRANSFERRED ITS INTEREST TO BENDECIDA ORQUIDEA REV TR IN JULY 2004. BENDECIDA ORQUIDEA REV TR HAS NO AFFILIATION WITH BSN OTHER THAN IN ITS CAPACITY AS A STOCKHOLDER.
Terms of the Merger - Page 4
12. The information statement should describe the material terms of the merger agreement, including, but not limited to, the structure of the transaction and the material covenants, representations and warranties, conditions and termination provisions related to the merger. Refer to Item 1 of Schedule 14C and Item 14(b)(4) of Schedule 14A. Also, disclose the treatment of outstanding Brands Network Shopping options and warrants under the merger agreement.
THE REQUESTED DISCLOSURE HAS BEEN ADDED.
13. We note that either party to the merger agreement has the right to terminate the agreement if it is not consummated on or before September 30, 2004. Discuss the ramifications of terminating the merger agreement pursuant to section 9.3, including responsibilities for any costs that either party could incur as a result of terminating the agreement.
THE REQUESTED DISCLOSURE HAS BEEN ADDED.
About BSN - Page 5
Description of Business - Page 5
14. Please briefly describe the primary operations of Brands Shopping Network, Inc. and USA Dealers Auction.com, Inc. prior to the merger.
THE REQUESTED DISCLOSURE HAS BEEN ADDED.
15. Please substantiate or delete promotional terms and phrases appearing in this section. For example, we note the statement that BSN is "unique" and sought to offer a "world-class television retailing opportunity."
<PAGE>
Securities and Exchange Commission November 18, 2004 Page 5
PROMOTIONAL TERMS AND PHRASES HAVE BEEN DELETED FROM THIS SECTION.
16. Please explain "process-driven technology implementations."
THE PHRASE "PROCESS-DRIVEN TECHNOLOGY IMPLEMENTATIONS" HAS BEEN DELETED FROM THIS SECTION.
Plan of Operation - Page 6
17. Please disclose the outstanding balance on loans from stockholders, discussing all material terms including applicable interest rate(s). Identify the stockholders and the beneficial holders of the stockholders if any are entities.
THE COMPANY HAS NO OUTSTANDING BALANCES ON LOANS FROM STOCKHOLDERS. ADDITIONAL DISCLOSURE TO THIS EFFECT HAS BEEN ADDED.
Market for Common Equity and Related Stockholder Matters - Page 7
18. We note the statement that the prices included in the table "do not necessarily reflect actual transactions." Please explain.
IN RESPONSE TO YOUR COMMENT, WE HAVE CHANGED THE WORD "DO" TO THE WORD "MAY." THIS DISCLOSURE IS INCLUDED IN ORDER TO COMPLY WITH ITEM 201(A)(II), WHICH PROVIDES "IF OVER-THE-COUNTER MARKET QUOTATIONS ARE PROVIDED, ALSO STATE THAT THE QUOTATIONS REFLECT INTER-DEALER PRICES, WITHOUT RETAIL MARK-UP, MARK-DOWN ON COMMISSION, AND MAY NOT REPRESENT ACTUAL TRANSACTIONS." THIS DISCLOSURE IS CONSISTENT WITH COMPARABLE FILINGS MADE BY OTHER ISSUERS.
19. Disclose the stock prices for two full fiscal years and any interim periods. See Item 201 of Regulation S-B.
THE REQUESTED DISCLOSURE HAS BEEN ADDED.
Legal Proceedings - Page 7
20. We note the statement that there are no legal proceedings pending against the company. We also note disclosure in the company's Form 10-QSB filed for the period ended June 30, 2004 indicating that a Judgment by Default was entered against the company on March 23, 2004 in the amount of $l68,435. Please discuss the Judgment rendered against the company and its potential ramifications, or advise supplementally.
<PAGE>
Securities and Exchange Commission November 18, 2004 Page 6
AS REFLECTED IN BSN'S AMENDED FORM 10-KSB FOR THE YEAR ENDED DECEMBER 31, 2003, THE DEFAULT JUDGMENT HAS BEEN RESOLVED.
About United Fuel - Page 8
Description of Business - Page 8
21. Please supplementally provide support for the statement that "EWC is the largest marketer 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."
THE STATEMENT IS BASED ON UNITED FUEL'S FAMILIARITY WITH THE MARKETS IN WHICH IT OPERATES. IT IS BASED IN PART ON (I) THE NUMBER OF OIL RIGS OPERATING IN THE MARKETS COMPARED TO THE NUMBER OF OIL RIGS THAT EWC SUPPLIES, AND (II) THE TOTAL NUMBER OF CARD LOCK SITES IN THE MARKETS COMPARED TO THE NUMBER OF CARD LOCK SITES OPERATED BY EWC. BECAUSE OF THE LACK OF OBJECTIVE, CONCRETE SUPPORT, THE DISCLOSURE HAS BEEN SOFTENED.
22. Please disclose your competitive position in the industry and your methods of competition.
THE REQUESTED DISCLOSURE HAS BEEN ADDED.
23. Please discuss the material effects of compliance with environmental regulations or tell us supplementally that there are no material effects to disclose.
THE REQUESTED DISCLOSURE HAS BEEN ADDED.
Legal Proceedings - Page 7
24. We note the statement that there are no legal proceedings pending against the company. We also note disclosure in the company's Form 10-QSB filed for the period ended June 30, 2004 indicating that a Judgment by Default was entered against the company on March 23, 2004 in the amount of $168,435. Please discuss the Judgment rendered against the company and its potential ramifications, or advise supplementally.
SEE RESPONSE TO ITEM 20.
Management's Discussion and Analysis
Forward-Looking Statements - Page 9
25. Please delete your reference to the Private Securities Litigation Reform Act.
<PAGE>
Securities and Exchange Commission November 18, 2004 Page 7
THE REFERENCE TO THE PRIVATE SECURITIES LITIGATION REFORM ACT HAS BEEN DELETED, AND A REFERENCE TO SECTION 21(E) OF THE EXCHANGE ACT OF 1934, AS AMENDED, HAS BEEN ADDED.
26. Please delete the word "will" from the list of words appearing in the second sentence under this caption.
WE HAVE NOT DELETED THE REFERENCE TO THE WORD "WILL" FROM THE LIST OF WORDS APPEARING IN THE SECOND SENTENCE UNDER THIS CAPTION. IT IS OUR EXPERIENCE THAT "WILL" IS NORMALLY INCLUDED BY ISSUERS IN THE LIST OF WORDS USED TO INDICATE FORWARD-LOOKING STATEMENTS. FOR EXAMPLE, THE PROSPECTUS FOR GOOGLE INC. DATED AUGUST 18, 2004, WHICH WE UNDERSTAND WAS REVIEWED BY THE SECURITIES AND EXCHANGE COMMISSION, INCLUDES THE WORD "WILL" IN ITS LIST OF WORDS USED TO INDICATE FORWARD-LOOKING STATEMENTS.
Overview - Page 9
27. Please disclose any trends, events or uncertainties that have or are reasonably likely to have a material impact on your short-term or long-term liquidity.
THE REQUESTED DISCLOSURE HAS BEEN ADDED.
Capital Sources - Page 9
28. Revise your disclosures to include a discussion of liquidity and
Show Raw Text
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<TEXT>
RICHARDSON & PATEL LLP
10900 WILSHIRE BOULEVARD
SUITE 500
LOS ANGELES, CALIFORNIA 90024
TELEPHONE (310) 208-1182
FACSIMILE (310) 208-1154
November 18, 2004
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: H. Christopher Owings, Assistant Director
RE: Brands Shopping Network, Inc.
Information Statement filed on Schedule 14C
File No. 0-32473
Filed September 14, 2004
Dear Mr. Owings:
On behalf of Brands Shopping Network, Inc. (the "Company"), we are filing,
marked to show changes, the Company's Amended Preliminary Information Statement
on Schedule 14C, File No. 0-32473. We have also filed an amendment to the
Company's Annual Report on Form 10-KSB for the fiscal year ended December 31,
2003.
The following information responds to the comments of the Staff of the
Securities and Exchange Commission in their letter dated October 14, 2004. For
your convenience, the Staff's comments have been reproduced below and are
followed by additional information or a description of how the Company responded
to each comment.
General
1. We note that you have not filed any current reports on Form 8-K
during the past fiscal year. It appears that you should have filed
an Item 1 Form 8-K regarding the proposed merger because it involves
arrangements that may result in a change of control. See Item 403(c)
of Regulation S-B. Please advise or revise.
THE COMPANY EXECUTED THE MERGER AGREEMENT WITH UNITED FUEL & ENERGY
CORPORATION ON AUGUST 6, 2004. UNDER THE FORM 8-K RULES IN EFFECT
PRIOR TO AUGUST 23, 2004, THE COMPANY WAS ONLY REQUIRED TO FILE A
FORM 8-K WHEN A CHANGE OF CONTROL HAD OCCURRED. BECAUSE THE COMPANY
HAD ENTERED INTO THE MERGER AGREEMENT PRIOR TO AUGUST 23, 2004, IT
DID NOT FILE A FORM 8-K. THE COMPANY HAS PROVIDED INFORMATION
REQUIRED UNDER ITEM 403(C) OF REGULATION S-B IN THE INFORMATION
STATEMENT.
<PAGE>
Securities and Exchange Commission
November 18, 2004
Page 2
2. We note that after the proposed transactions, two percent of your
common stock will be held by former BSN shareholders. Please tell us
whether any of the proposed transactions will cause any of the
effects enumerated by Rule l3e-3(a)(3)(ii) under the Securities
Exchange Act of 1934. We may have further comments.
THE PROPOSED TRANSACTIONS WILL NOT CAUSE ANY OF THE EFFECTS
ENUMERATED BY RULE 13E-3(A)(3)(II) UNDER THE SECURITIES EXCHANGE ACT
OF 1934 BECAUSE IT DOES NOT (I) CAUSE ANY CLASS OF EQUITY SECURITIES
OF THE ISSUER WHICH IS SUBJECT TO SECTION 12(G) OR SECTION 15(D) OF
THE ACT TO BE HELD OF RECORD BY LESS THAN 300 PERSONS; OR (II) CAUSE
ANY CLASS OF EQUITY SECURITIES OF THE ISSUER WHICH IS EITHER LISTED
ON A NATIONAL SECURITIES EXCHANGE OR AUTHORIZED TO BE QUOTED IN AN
INTER-DEALER QUOTATION SYSTEM OF A REGISTERED NATIONAL SECURITIES
ASSOCIATION TO BE NEITHER LISTED ON ANY NATIONAL SECURITIES EXCHANGE
NOR AUTHORIZED TO BE QUOTED ON AN INTER-DEALER QUOTATION SYSTEM OF
ANY REGISTERED NATIONAL SECURITIES ASSOCIATION.
3. Please provide the information required by Item 14 of Schedule 14A.
In particular, please provide selected and supplementary financial
data for United Fuel and Energy. Also, provide the information
required by Item 304 and 305 of Regulation S-K for UFE. See Part C
of the Form S-4, which is required by Item 14(c)(2) of Schedule 14A
and Item 1 of Schedule 14C.
THE REQUESTED DISCLOSURE HAS BEEN ADDED. IN RESPONSE TO THE REQUEST
TO PROVIDE THE SELECTED FINANCIAL DATA, UNITED FUEL HAS PROVIDED
INFORMATION FOR THE FOUR YEARS ENDED DECEMBER 31, 2003 AND INTERIM
PERIODS. THE FINANCIAL DATA FOR THE YEAR ENDED DECEMBER 31, 1999 IS
NOT AVAILABLE WITHOUT UNDUE EFFORT AND EXPENSE ON THE PART OF UNITED
FUEL. IN ADDITION, THE YEAR 1999 WAS PRIOR TO THE ACQUISITION OF EWC
AND WOULD ONLY INCLUDE THE RESULTS OF OPERATIONS OF FRANK'S FUEL.
UNITED FUEL DOES NOT BELIEVE THE YEAR 1999 WOULD BE MEANINGFUL IN
RELATIONSHIP TO THE SIZE OF ITS CURRENT OPERATIONS AND ACTIVITIES.
WHILE WE ARE PROVIDING THE REQUESTED INFORMATION, WE BELIEVE THAT
NONE OF THE INFORMATION IS TECHNICALLY REQUIRED BECAUSE BRANDS
SHOPPING NETWORK IS A SMALL BUSINESS ISSUER AND UNITED FUEL IS NOT A
REPORTING COMPANY. WE BELIEVE THIS PROVIDES A BASIS FOR NOT
PROVIDING THE FIFTH YEAR OF SELECTED FINANCIAL DATA.
Information Statement Cover Page
4. We note the disclosure on the cover page that no fee is required for
this form. Please revise in accordance with Exchange Act Rule
14c-5(g).
<PAGE>
Securities and Exchange Commission
November 18, 2004
Page 3
WE HAVE NOT REVISED THE COVER PAGE, AS WE BELIEVE NO FILING FEE IS
REQUIRED UNDER RULE 14C-5(G) OF THE EXCHANGE ACT OF 1934, AS
AMENDED. BRANDS SHOPPING NETWORK IS NOT A PARTY TO THE MERGER, AND,
THEREFORE, APPROVAL BY BRANDS SHOPPING NETWORK'S STOCKHOLDERS IS NOT
REQUIRED. AN INFORMATION STATEMENT WOULD NOT EVEN HAVE BEEN REQUIRED
TO BE FILED EXCEPT FOR THE STOCKHOLDER APPROVAL REQUIRED FOR THE
AMENDMENT OF THE ARTICLES OF INCORPORATION (I.E., ALL OTHER ACTIONS
THAT WERE TAKEN WERE VOLUNTARY).
PRELIMINARY INFORMATION STATEMENT
5. In the letter to stockholders, provide the statement required by
Item 2 of Schedule 14C in bold-face type. Please revise.
THE REQUESTED DISCLOSURE HAS BEEN ADDED.
6. State the vote required for approval of the proposed transactions,
and disclose the percentage of stockholders that have consented in
writing to approve the proposed transactions.
THE REQUESTED DISCLOSURE HAS BEEN ADDED.
7. Disclose the market value of the registrant's securities as of the
date preceding public announcement of the proposed transaction and
as of the most recent practicable date.
THE REQUESTED DISCLOSURE HAS BEEN ADDED.
8. Consider whether it is necessary to define "we," "us," and "our."
THE REQUESTED DISCLOSURE HAS BEEN ADDED.
Summary Term Sheet - Page 2
9. Disclose the percentage of securities that the public stockholders
will hold following the merger compared to their percentage
ownership prior to the transactions.
THE REQUESTED DISCLOSURE HAS BEEN ADDED.
10. Quantify the aggregate amount of benefits that management of Brands
Shopping Network will receive or to which they will become entitled
as a result of the merger here and in the full discussion of the
merger.
THE REQUESTED DISCLOSURE HAS BEEN ADDED.
<PAGE>
Securities and Exchange Commission
November 18, 2004
Page 4
Information About the Voting Rights of our Stockholders - Page 3
11. Name the control person(s) of Bendecida Orquidea Rev TR and Yarbols
Inc. Briefly describe the affiliation between Bendecida Orquidea Rev
TR and Brands Shopping Network. We also note that you identified
Century Partners, Ltd as a 19.1% holder in the Form l0-KSB for the
fiscal year ended December 31, 2003. Please advise why Century
Partners, Ltd is not included in this table.
THE REQUESTED DISCLOSURE HAS BEEN ADDED. CENTURY PARTNERS, LTD. WAS
NOT INCLUDED IN THIS TABLE BECAUSE IT TRANSFERRED ITS INTEREST TO
BENDECIDA ORQUIDEA REV TR IN JULY 2004. BENDECIDA ORQUIDEA REV TR
HAS NO AFFILIATION WITH BSN OTHER THAN IN ITS CAPACITY AS A
STOCKHOLDER.
Terms of the Merger - Page 4
12. The information statement should describe the material terms of the
merger agreement, including, but not limited to, the structure of
the transaction and the material covenants, representations and
warranties, conditions and termination provisions related to the
merger. Refer to Item 1 of Schedule 14C and Item 14(b)(4) of
Schedule 14A. Also, disclose the treatment of outstanding Brands
Network Shopping options and warrants under the merger agreement.
THE REQUESTED DISCLOSURE HAS BEEN ADDED.
13. We note that either party to the merger agreement has the right to
terminate the agreement if it is not consummated on or before
September 30, 2004. Discuss the ramifications of terminating the
merger agreement pursuant to section 9.3, including responsibilities
for any costs that either party could incur as a result of
terminating the agreement.
THE REQUESTED DISCLOSURE HAS BEEN ADDED.
About BSN - Page 5
Description of Business - Page 5
14. Please briefly describe the primary operations of Brands Shopping
Network, Inc. and USA Dealers Auction.com, Inc. prior to the merger.
THE REQUESTED DISCLOSURE HAS BEEN ADDED.
15. Please substantiate or delete promotional terms and phrases
appearing in this section. For example, we note the statement that
BSN is "unique" and sought to offer a "world-class television
retailing opportunity."
<PAGE>
Securities and Exchange Commission
November 18, 2004
Page 5
PROMOTIONAL TERMS AND PHRASES HAVE BEEN DELETED FROM THIS SECTION.
16. Please explain "process-driven technology implementations."
THE PHRASE "PROCESS-DRIVEN TECHNOLOGY IMPLEMENTATIONS" HAS BEEN
DELETED FROM THIS SECTION.
Plan of Operation - Page 6
17. Please disclose the outstanding balance on loans from stockholders,
discussing all material terms including applicable interest rate(s).
Identify the stockholders and the beneficial holders of the
stockholders if any are entities.
THE COMPANY HAS NO OUTSTANDING BALANCES ON LOANS FROM STOCKHOLDERS.
ADDITIONAL DISCLOSURE TO THIS EFFECT HAS BEEN ADDED.
Market for Common Equity and Related Stockholder Matters - Page 7
18. We note the statement that the prices included in the table "do not
necessarily reflect actual transactions." Please explain.
IN RESPONSE TO YOUR COMMENT, WE HAVE CHANGED THE WORD "DO" TO THE
WORD "MAY." THIS DISCLOSURE IS INCLUDED IN ORDER TO COMPLY WITH ITEM
201(A)(II), WHICH PROVIDES "IF OVER-THE-COUNTER MARKET QUOTATIONS
ARE PROVIDED, ALSO STATE THAT THE QUOTATIONS REFLECT INTER-DEALER
PRICES, WITHOUT RETAIL MARK-UP, MARK-DOWN ON COMMISSION, AND MAY NOT
REPRESENT ACTUAL TRANSACTIONS." THIS DISCLOSURE IS CONSISTENT WITH
COMPARABLE FILINGS MADE BY OTHER ISSUERS.
19. Disclose the stock prices for two full fiscal years and any interim
periods. See Item 201 of Regulation S-B.
THE REQUESTED DISCLOSURE HAS BEEN ADDED.
Legal Proceedings - Page 7
20. We note the statement that there are no legal proceedings pending
against the company. We also note disclosure in the company's Form
10-QSB filed for the period ended June 30, 2004 indicating that a
Judgment by Default was entered against the company on March 23,
2004 in the amount of $l68,435. Please discuss the Judgment rendered
against the company and its potential ramifications, or advise
supplementally.
<PAGE>
Securities and Exchange Commission
November 18, 2004
Page 6
AS REFLECTED IN BSN'S AMENDED FORM 10-KSB FOR THE YEAR ENDED
DECEMBER 31, 2003, THE DEFAULT JUDGMENT HAS BEEN RESOLVED.
About United Fuel - Page 8
Description of Business - Page 8
21. Please supplementally provide support for the statement that "EWC is
the largest marketer 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."
THE STATEMENT IS BASED ON UNITED FUEL'S FAMILIARITY WITH THE MARKETS
IN WHICH IT OPERATES. IT IS BASED IN PART ON (I) THE NUMBER OF OIL
RIGS OPERATING IN THE MARKETS COMPARED TO THE NUMBER OF OIL RIGS
THAT EWC SUPPLIES, AND (II) THE TOTAL NUMBER OF CARD LOCK SITES IN
THE MARKETS COMPARED TO THE NUMBER OF CARD LOCK SITES OPERATED BY
EWC. BECAUSE OF THE LACK OF OBJECTIVE, CONCRETE SUPPORT, THE
DISCLOSURE HAS BEEN SOFTENED.
22. Please disclose your competitive position in the industry and your
methods of competition.
THE REQUESTED DISCLOSURE HAS BEEN ADDED.
23. Please discuss the material effects of compliance with
environmental regulations or tell us supplementally that there are
no material effects to disclose.
THE REQUESTED DISCLOSURE HAS BEEN ADDED.
Legal Proceedings - Page 7
24. We note the statement that there are no legal proceedings pending
against the company. We also note disclosure in the company's Form
10-QSB filed for the period ended June 30, 2004 indicating that a
Judgment by Default was entered against the company on March 23,
2004 in the amount of $168,435. Please discuss the Judgment rendered
against the company and its potential ramifications, or advise
supplementally.
SEE RESPONSE TO ITEM 20.
Management's Discussion and Analysis
Forward-Looking Statements - Page 9
25. Please delete your reference to the Private Securities Litigation
Reform Act.
<PAGE>
Securities and Exchange Commission
November 18, 2004
Page 7
THE REFERENCE TO THE PRIVATE SECURITIES LITIGATION REFORM ACT HAS
BEEN DELETED, AND A REFERENCE TO SECTION 21(E) OF THE EXCHANGE ACT
OF 1934, AS AMENDED, HAS BEEN ADDED.
26. Please delete the word "will" from the list of words appearing in
the second sentence under this caption.
WE HAVE NOT DELETED THE REFERENCE TO THE WORD "WILL" FROM THE LIST
OF WORDS APPEARING IN THE SECOND SENTENCE UNDER THIS CAPTION. IT IS
OUR EXPERIENCE THAT "WILL" IS NORMALLY INCLUDED BY ISSUERS IN THE
LIST OF WORDS USED TO INDICATE FORWARD-LOOKING STATEMENTS. FOR
EXAMPLE, THE PROSPECTUS FOR GOOGLE INC. DATED AUGUST 18, 2004, WHICH
WE UNDERSTAND WAS REVIEWED BY THE SECURITIES AND EXCHANGE
COMMISSION, INCLUDES THE WORD "WILL" IN ITS LIST OF WORDS USED TO
INDICATE FORWARD-LOOKING STATEMENTS.
Overview - Page 9
27. Please disclose any trends, events or uncertainties that have or are
reasonably likely to have a material impact on your short-term or
long-term liquidity.
THE REQUESTED DISCLOSURE HAS BEEN ADDED.
Capital Sources - Page 9
28. Revise your disclosures to include a discussion of liquidity and