SecProbe.io

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

                             RICHARDSON & PATEL LLP
                            10900 WILSHIRE BOULEVARD
                                    SUITE 500
                          LOS ANGELES, CALIFORNIA 90024
                            TELEPHONE (310) 208-1182
                            FACSIMILE (310) 208-1154

                                December 20, 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
            Amendment Filed on November 18, 2004

Commissioners:

      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.

      The following information responds to the comments of the Staff of the
Securities and Exchange Commission in their letter dated December 2, 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 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.

            WE ADVISE THE STAFF THAT WE WILL FILE A FORM 8-K REGARDING THE
            POTENTIAL CHANGE OF CONTROL THAT MAY OCCUR AS A RESULT OF THE
            CONSUMMATION OF THE MERGER PURSUANT TO THE MERGER AGREEMENT. WHILE
            THE COMPANY BELIEVES THAT NO EVENT TRIGGERING THE OBLIGATION TO FILE
            A REPORT ON FORM 8-K HAS OCCURRED, IT IS NOT OPPOSED TO FILING THE
            FORM 8-K IF NECESSARY TO RESOLVE THIS COMMENT.
<PAGE>

Securities and Exchange Commission
December 20, 2004
Page 2

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.

            THE REQUESTED DISCLOSURE HAS BEEN ADDED.

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.

            WE HAVE DELETED THE DISCLOSURE REGARDING COMPARISONS TO QVC, HOME
            SHOPPING NETWORK AND SHOP NBC.

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."

            WHILE UNITED FUEL IS COMFORTABLE THAT THE PHRASE "EWC IS ONE OF THE
            LARGEST . . ." IS TRUE BASED ON ITS FAMILIARITY WITH ITS MARKETS AND
            COMPETITORS IN THOSE MARKETS, THE PHRASE HAS BEEN DELETED BECAUSE
            THERE IS NOT READILY AVAILABLE STATISTICAL DATA PUBLISHED BY
            INDEPENDENT SOURCES TO SUPPORT SUCH STATEMENT.

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.

            THE REQUESTED DISCLOSURE HAS BEEN ADDED.

      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."

            THE REQUESTED DISCLOSURE HAS BEEN ADDED.

<PAGE>

Securities and Exchange Commission
December 20, 2004
Page 3

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.

            THE REQUESTED DISCLOSURE HAS BEEN ADDED.

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.

            THE REQUESTED DISCLOSURE HAS BEEN ADDED.

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)(l) of Regulation S-B and SEC Release 33-8350.

            ADDITIONAL DISCLOSURE HAS BEEN ADDED UNDER THE CAPTION "GENERAL"
            LEADING INTO THIS SECTION. FACTORS AFFECTING RESULTS OF OPERATIONS
            WHICH HAVE ALREADY BEEN DISCUSSED IN THAT SECTION WERE NOT OTHERWISE
            REPLICATED IN THIS SECTION.

      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.

            ACCOUNTS RECEIVABLE INCREASED $7,892,000 OR 36% FROM DECEMBER 31,
            2003 TO SEPTEMBER 30, 2004. SELLING PRICES FOR THE TWO-MONTH PERIOD
            ENDED SEPTEMBER 30, 2004 (THE PRIMARY PERIOD FOR WHICH RECEIVABLES
            WERE OUTSTANDING AS OF SEPTEMBER 30, 2004) INCREASED 33% COMPARED TO
            THE TWO-MONTH PERIOD ENDED DECEMBER 31, 2003 (THE PRIMARY PERIOD FOR
            WHICH RECEIVABLES WERE OUTSTANDING AS OF DECEMBER 31, 2003). THE
            NUMBER OF DAYS SALES OUTSTANDING IN ACCOUNTS RECEIVABLE (COMPUTED
            USING THE COUNT BACK METHOD) WAS 57 DAYS AT DECEMBER 31, 2003
            COMPARED TO 58 DAYS AT SEPTEMBER 30, 2004 AND NOT 100 AND 109 DAYS
            RESPECTIVELY. BECAUSE THERE IS ONLY ONE DAY DIFFERENCE, UNITED FUEL
            DID NOT CONSIDER ANY ADDITIONAL EXPLANATION TO BE NECESSARY
            REGARDING DAYS SALES OUTSTANDING OR ACCOUNTS RECEIVABLE TURNOVER
            (WHICH IS DERIVED FROM DAYS SALES OUTSTANDING).
<PAGE>

Securities and Exchange Commission
December 20, 2004
Page 4

            THE DISCLOSURE IN "NET CASH USED IN OPERATING ACTIVITIES" HAS BEEN
            REVISED.

      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
            disclosure 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 whether your discussion appears
            elsewhere in filings.

            THE WAIVER HAS BEEN OBTAINED AND THE DISCLOSURE RELATED TO
            NON-COMPLIANCE HAS BEEN DELETED. UNITED FUEL CONSIDERS THE
            NON-COMPLIANCE IMMATERIAL BECAUSE IT WAS A TECHNICAL NON-COMPLIANCE
            RESULTING FROM A SPECIAL, ONE-TIME CAPITAL EXPENDITURE PROJECT AND
            IT HAD NO DIFFICULTY OBTAINING THE APPROPRIATE WAIVER.

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.

            ADDITIONAL DISCLOSURE CONCERNING UNITED FUEL'S ANALYSIS HAS BEEN
            ADDED. GENERALIZED INFORMATION ABOUT UNITED FUEL'S COST ESTIMATES
            HAS BEEN INCLUDED. UNITED FUEL DID NOT DEVELOP MORE SPECIFIC COST
            ESTIMATES.
<PAGE>

Securities and Exchange Commission
December 20, 2004
Page 5

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.

            THE REQUESTED DISCLOSURE HAS BEEN ADDED.

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.

            THE REQUESTED DISCLOSURE HAS BEEN ADDED.

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.

            THE REQUESTED DISCLOSURE HAS BEEN ADDED.

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.

            WE ADVISE THE STAFF THAT THE ASSIGNEE OF THE ACCRUED SALARY IS NOT
            AN AFFILIATE OF THE COMPANY.

Schedule 5.2(a)

      17.   We note that the stockholder list will be provided to the staff.

            WE HAVE ATTACHED THE STOCKHOLDER LIST TO THIS CORRESPONDENCE.
<PAGE>

Securities and Exchange Commission
December 20, 2004
Page 6

Consolidated Financial Statements - United Fuel & Energy Corporation

      18.   Please update the interim financial statements through September 30,
            2004.

            THE INTERIM FINANCIAL STATEMENTS HAVE BEEN UPDATED 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 for the in paragraph 3 of SFAS No. 143.

            UNITED FUEL HAS A LEGAL OBLIGATION TO REMOVE UNDERGROUND FUEL TANKS
            IN THE EVENT OF A TANK FAILURE OR UPON CLOSING A SITE. THE ASSET
            RETIREMENT OBLIGATION AND RELATED ASSET WAS COMPUTED IN ACCORDANCE
            WITH THE PROVISIONS OF SFAS NO. 143 BASED UPON THE ESTIMATED
            REMAINING LIVES OF OUR UNDERGROUND TANKS AND COST TO REMOVE THE
            TANKS FROM EACH SITE. AT JANUARY 1, 2003 THE COMPUTED ASSET
            RETIREMENT OBLIGATION OF $69,000 AND RETAINED EARNINGS REDUCTION OF
            $19,000 WERE DEEMED IMMATERIAL TO THE BALANCE SHEET OF UNITED FUEL.
            IN ADDITION, THE APPROXIMATE $5,000 EFFECT ON 2003 EARNINGS WAS ALSO
            DEEMED IMMATERIAL.

            DESPITE THE IMMATERIALITY OF THESE AMOUNTS, IT IS CURRENTLY
            MANAGEMENT'S INTENT TO ADOPT SFAS NO. 143 IN THE FINANCIAL
            STATEMENTS AS OF DECEMBER 31, 2004.

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.
<PAGE>

Securities and Exchange Commission
December 20, 2004
Page 7

            UNITED FUEL IS NOT RESPONSIBLE FOR THE REMEDIATION AT THE FIFTEEN
            SITES. IN NEW MEXICO AND TEXAS, THE ONLY STATES IN WHICH UNITED
            FUEL'S UNDERGROUND STORAGE TANKS ARE LOCATED, ALL TANKS ARE
            REGISTERED WITH THE APPROPRIATE STATE ENVIRONMENTAL AGENCY. UNDER
            APPLICABLE STATE LAW, ANY ENVIRONMENTAL REMEDIATION DUE TO LEAKS OR
            OTHER FAILURES IN THESE TANKS ARE PAID FOR AND REMEDIATION EFFORTS
            ARE CONTROLLED BY THE APPROPRIATE STATE AGENCY. THE STATES GENERATE
            FUNDS FOR THESE REMEDIATION EFFORTS BY COLLECTING A FEE ON ALL FUEL
            SOLD IN THE STATE. IN TEXAS, UNITED FUEL'S FUEL VENDORS CHARGE A FEE
            ON EACH FUEL INVOICE. IN NEW MEXICO, UNITED FUEL FILES A MONTHLY
            RETURN AND PAYS THE FEE DIRECTLY TO THE STATE FOR ALL FUEL PURCHASED
            IN THAT STATE. UNITED FUEL IN TURN PASSES THESE FEES THROUGH TO ITS
            CUSTOMERS ON ALL FUEL SALES.

            SPECIFICALLY, UNITED FUEL IS NOT RESPONSIBLE AND HAS NO LIABILITY
            FOR REMEDIATION COSTS AT THE FIFTEEN SITES CURRENTLY UNDER
            REMEDIATION BY VIRTUE OF STATE STATUTES IN TEXAS A