SecProbe.io

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE
								June 24, 2005
Room 4561

Robert E. Jordan
President
Southern Sauce Company, Inc.
11951 S.E. 57th Street
Morristown, FL 32668

	Re:	Southern Sauce Company, Inc.
		Form SB-2 filed May 26, 2005
		Registration no. 333-125268

Dear Mr. Jordan:

      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
information so we may better understand your disclosure.  After
reviewing this information, we may 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form SB-2

General

1.	From the discussion under the caption, "Conversion Into
Common
Stock," on page 15, it appears that each share of the Series A
Convertible Preferred Stock being sold in this offering will be
immediately convertible into one hundred shares of common stock of
Southern.  If the preferred stock is convertible within one year,
the
common stock into which the preferred is convertible must be
registered at this time absent an exemption from registration. See
CF
Tel. Interp. A.9 (1997).

2.	Please do not refer to this offering as being on a "best
efforts" basis, such as in your summary, since this term signifies
the involvement of a registered broker-dealer in your offering on
a
best-efforts basis.  Rather, you should refer to this offering as
a
direct participation offering or a self-underwritten offering.

3.	Clarify whether you intend to seek quotation on a trading
system, such as the OTC Bulletin Board.

4.	Advise of the states you intend to register or seek an
exemption
from registration.

Cover Page

5.	Please ensure that your cover page is limited to the
information
required by Item 501(a) of Regulation S-B. In this regard, your
cover
page should briefly describe the material terms of the convertible
preferred stock, such as the number of shares issuable upon
conversion, the conversion price, and conversion period. See Item
501(a)(2) of Regulation S-B.

6.	Please confirm that the registration statement will not be
used
before its effective date. See Item 501(a)(10) of Regulation S-B.

Risk Factors, pages 3-4

7.	Consider whether you should distinguish between the risks
associated with the company and the risks associated with the
offering. Consider further whether the following issues pose
material
risks to a potential investor: the offering is structured as a
direct
participation offering with no minimum; the going concern
qualification of your independent accountant; the inexperience of
your officers and directors in the specialty food industry or with
publicly reporting companies; the lack of full-time employees; any
time devoted by Southern Sauce officers will be on a "as needed"
basis; the control of Southern Sauce by Mr. Jordan; and the
termination provisions of your license agreement by September 30,
2006 if revenues of $500,000 are not achieved.

8.	Please revise the factor at the bottom of page 2 to state
that
the price of $10.00 per share for Southern Sauce`s preferred stock
has been arbitrarily determined.

9.	Please provide meaningful discussion of the penny stock rules
on
page 4, focusing on the risks posed to potential investors.

Use of Proceeds, page 5

10.	Please present the table on a net proceeds basis. See Item
504
of Regulation S-B.

Capitalization Table, page 6

11.	The amounts for common stock and additional paid-in-capital
at
March 31, 2005 in the capitalization table should agree with those
shown in Southern Sauce`s balance sheet.

Plan of Operation, page 7

12.	Discuss how long Southern Sauce can satisfy its cash
requirements and whether it will have to raise additional funds in
the next twelve months. See Item 303(a) of Regulation S-B.

13.	Address the costs associated with government regulation and
your
becoming a publicly reporting company.

Business, pages 8-11
Distribution, page 9

14.	We note that Southern plans to have an internet site.  If
this
site becomes available during this period of this offering, please
revise your prospectus to include the address for that site.

Employees, page 11

15.	Clarify the amount of time that Southern Sauce officers
currently devote to the company.

Certain Relationships, page 13

16.	Address whether you have any policies or procedures regarding
entering into transactions with related parties. Consider whether
risk factor disclosure is appropriate.

Financial Statements

17.	Please see Item 310(g) of Regulation S-B and the possible
need
for updated financial statements and related disclosures.

18.	Please include a currently dated consent of the independent
accountants with typed signature in any amendment to the
registration
statement.

Prospectus Delivery Obligation

19.	Please advise why you believe that there will only be a 25-
day
prospectus delivery period. See Item 502(b) of Regulation S-B and
Securities Act Rule 174.

Recent Sales of Unregistered Securities

20.	Please identify the services provided in exchange for 490,000
shares of stock for the period ended December 31, 2004. Please
also
identify the provider(s) of these services. Were 245,000 shares
related to the director services provided by Robert Jordan and
Francis Rebello?

21.	Please more fully describe the issuance of 900,000 shares in
the
first quarter of 2005. In this regard, for each transaction,
please
provide the facts that make the 4(2) exemption available. Please
state whether the purchasers were accredited or sophisticated, and
if
the latter disclose the access to information provided to them.

General

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

Closing

      You may contact Maureen Bauer at (202) 551-3237 or Terrence
O`Brien, Branch Chief - Accounting at (202) 551-3355 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact Hugh Fuller at (202) 551-3853 or me at
(202)
551-3730 with any other questions.

								Sincerely,

								Barbara C. Jacobs
								Assistant Director

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