SEC Comment Letter for Southern Sauce Company, Inc. (CIK 0001327364) — Aug 31, 2005
Southern Sauce Company, Inc. (CIK 0001327364)
Date: Aug. 31, 2005 · CIK: 0001327364 · Accession: 0000000000-05-045156
AI Filing Summary & Sentiment
File numbers found in text: 333-125268
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-0303 DIVISION OF CORPORATION FINANCE Room 4561 July 29, 2005 Robert E. Jordan President Southern Sauce Company, Inc. 11951 S.E. 57th Street Morristown, FL 32668
Re: Southern Sauce Company, Inc. Amendment no. 1 to Form SB-2 Filed July 13, 2005 Registration no. 333-125268
Dear Mr. Jordan:
We have reviewed the above amendment and have the following comments in that regard.
Form SB-2/A General
1. Prior comment 1. We note that you intend to rely upon Section 3(a)(9) as the exemption from registration relied upon for the issuance of the common stock upon conversion of the Series A Convertible Preferred Stock. Please provide us with an analysis as to why this exemption is available. In your analysis, specifically address whether any consideration will be paid by shareholders for the conversion. In this regard, we are unable to find any disclosure in your registration statement regarding this issue.
Risk Factors, page 3 2. Prior comment 7. Please ensure that all your risk factors are tailored to the risks associated with your business or this offering and that each heading outlines a material risk.
Plan of Operation, page 9 3. Prior comment 13. Please include an estimate of the costs of becoming a publicly reporting company. Disclose how you intend to pay these costs.
Business Overview, page 10 4. We are unable to access the websites listed in this section to review your research statistics set forth in this section. Please supplementally provide us with copies of these statistics and confirm that they are publicly available for nominal or no cost. Revise your disclosure to provide the dates of the statistical information.
Employees, page 14 5. Prior comment 15. We note that you disclose in this section that your two officers estimate that they spend approximately 5% of their professional time on Southern`s business. Please include this estimated figure in the Risk Factor at the top of page 5.
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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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303
DIVISION OF CORPORATION FINANCE
Room 4561
July 29, 2005
Robert E. Jordan
President
Southern Sauce Company, Inc.
11951 S.E. 57th Street
Morristown, FL 32668
Re: Southern Sauce Company, Inc.
Amendment no. 1 to Form SB-2
Filed July 13, 2005
Registration no. 333-125268
Dear Mr. Jordan:
We have reviewed the above amendment and have the following
comments in that regard.
Form SB-2/A
General
1. Prior comment 1. We note that you intend to rely upon Section
3(a)(9) as the exemption from registration relied upon for the
issuance of the common stock upon conversion of the Series A
Convertible Preferred Stock. Please provide us with an analysis as
to why this exemption is available. In your analysis, specifically
address whether any consideration will be paid by shareholders for
the conversion. In this regard, we are unable to find any
disclosure in your registration statement regarding this issue.
Risk Factors, page 3
2. Prior comment 7. Please ensure that all your risk factors are
tailored to the risks associated with your business or this
offering and that each heading outlines a material risk.
Plan of Operation, page 9
3. Prior comment 13. Please include an estimate of the costs of
becoming a publicly reporting company. Disclose how you intend to
pay these costs.
Business
Overview, page 10
4. We are unable to access the websites listed in this section to
review your research statistics set forth in this section. Please
supplementally provide us with copies of these statistics and
confirm that they are publicly available for nominal or no cost.
Revise your disclosure to provide the dates of the statistical
information.
Employees, page 14
5. Prior comment 15. We note that you disclose in this section
that
your
two officers estimate that they spend approximately 5% of their
professional time on Southern`s business. Please include this
estimated
figure in the Risk Factor at the top of page 5.
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
Cc: Joel Bernstein
2666 Tigertail Avenue Suite 104
Miami, FL 33133
786-513-8522 (fax)
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