SecProbe.io

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								September 1, 2005
Room 4561

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

	Re:	Southern Sauce Company, Inc.
		Amendment no. 2 to Form SB-2
      Filed August 17, 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
Registration Fee Table

1. Because the preferred stock is immediately convertible into
common
stock, the offer and sale of the underlying shares of common stock
must be registered.  Please note that your  public offering of the
convertible shares is necessarily accompanied by a public offering
of
the underlying shares of common stock.  Accordingly, revise the
fee
table to list the underlying shares of common stock as securities
that are being registered.  Note that in accordance with paragraph
(i) of Rule 457, no addition filing fee is required for the
underlying shares.  Please revise the cover page and other
appropriate sections of the filing to reference prominently the
aggregate number of underlying shares of common stock and to state
that those shares are offered pursuant to the registration
statement.

Cover Page

2. In a separate paragraph, state that there is no minimum number
of
shares that must be sold and that the company will retain all
proceeds from sales of shares irrespective of the number of shares
sold.  Also, please provide a risk factor that alerts investors to
the potential adverse consequences of a best efforts offering with
no
minimum-specifically, that the funds received from the offering
may
not be sufficient to defray the transactional costs associated
with
the offering.

Executive Compensation, page 15

3. Please provide disclosure in the tabular format specified by
Item
402(b) of Regulation S-B, with respect to compensation of your
chief
executive officer for the most recently completed fiscal year.
Columns (a)-(d) of the table must be provided even if the dollar
amounts of salary and bonus, but you may omit the columns with
respect to any other categories of compensation that were not
received during the year.

Description of Securities, page 17

4. You refer to the redemption of the preferred shares in the
final
paragraph on page 17.  If  the issuer has rights of redemption
with
respect to the preferred stock, those rights should be described.
If
there are no redemption rights, please state this clearly.
Additionally, expand to describe the rights of holders of the
preferred stock in the event of a liquidation or a distribution of
assets.

Item 27, Exhibits, page II-3

5. Consistent with the first comment indicating that the
underlying
shares of common stock should be registered, please provide a
revised
opinion of counsel that conforms to the requirements of paragraph
(b)(5) of Item 601 of Regulation S-B with respect to the shares of
common stock that underlie the preferred stock.

Signatures

6. The registration statement must be executed by your chief
accounting officer or controller.  If a person signing the filing
in
another capacity also discharges the functions of chief accounting
officer or controller, they should be designated as such on the
signature page.

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
	Fax no. (786) 513-8522

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