SecProbe.io

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Mail Stop 4561

      October 21, 2005

William J. Gallagher
Chief Executive Officer and Chief Financial Officer
Sweet Success Enterprises, Inc.
1250 NE Loop 410, Suite 520
San Antonio, TX  78209

Re:	Sweet Success Enterprises, Inc.
	Form 10-SB
	File No. 0-51542
      Filed September 27, 2005

Dear Mr. Gallagher:

      We have reviewed the above 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 supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General
1. Please note that the Form 10-SB goes effective by lapse of time
60
days after the date filed pursuant to Section 12(g) of the
Securities
Exchange Act of 1934.  If our comments are not addressed within
this
60-day time period, you should consider withdrawing the Form 10-SB
prior to effectiveness and refiling a new Form 10-SB including
changes responsive to our comments.  If you choose not to
withdraw,
you will be subject to the reporting requirements under Section
13(a)
of the Securities Exchange Act of 1934.  In addition, we will
continue to review your filing until all of our comments have been
addressed.

Part I

Item 1.  Description of Business, page 1

2. We note your statement that you acquired all of the issued and
outstanding shares of BAC and changed its name to Sweet Success
Enterprises in November 2002.  We also note your statement that in
December 2002 BAC purchased the Sweet Success brand from
Nutri/system
for $200,000, warrants and royalties to be paid to Nutri/system.
Please explain this timeline of events in light of the fact that
you
acquired BAC in November 2002.

3. We note from a press release dated October 14, 2005 that you
have
signed an agreement with California Natural Products to package
and
prepare your line of products and that you have ended your co-
packing
agreement with Kiko Foods.  Please revise this section to provide
discuss the material terms of the agreement and file it as an
exhibit
or tell us why you are not required to do so.

4. Please revise to discuss your new flavor and berry juice based
antioxidant Complete Fuel.  In this regard, we note your press
release on October 14, 2005

5. Please revise to estimate the amount spent during each of the
last
two fiscal years on research and development activities.  See Item
101(b)(10) of Regulation S-B.

6. Please disclose in this section that your auditors have raised
substantial doubt about your ability to continue as a going
concern.
Furthermore, please revise to disclose your accumulated deficit.

7. Please revise to discuss the current stage of development of,
and
provide a timeline with respect to, your new products.  In this
regard, we note your disclosure in the second full paragraph on
page
2.

Competition, page 2
8. We note your statement in the second paragraph on page 3 that
company sales have been limited to Las Vegas, Nevada and select
cities in Texas.  However, your Statement of Operations on page F-
3
indicates that you have not yet had any revenues.   Please revise
to
clarify this apparent discrepancy and if sales occurred after June
30, 2004, please revise to disclose when you began to sell your
product.

9. Please revise to discuss the material terms of your production
agreement with Kiko Foods, Inc. or disclose if true, that you have
terminated this agreement as indicated in your press release dated
October 14, 2005.

Marketing, page 3

10. We note your statement that you launched Complete Fuel in the
Las
Vegas and Houston markets. We note that you stocked shelf space in
Walgreen stores in Las Vegas and Tetco stores in Houston and San
Antonio and four Antone`s Delis, two Murphy`s Delis and two
hospitals
in Houston.  Please revise to quantify the retail stores in which
your product is currently sold.  Provide this information for both
Nevada and Texas.

11. We note your statement that you will seek to sell your product
in
stores such as Central Market, Whole Foods, Wild Oats, Rice
Epicurean, Market Street, Costco, HEB gourmet and selected
independent stores. Please revise to specifically discuss what
steps
you have taken to sell your products in these stores.

Intellectual Property

12. We note your statement that you acquired all the rights to the
brand name, formulas, trademarks, service marks and copyrights
relating to the Sweet Success beverage products.  Please revise
here
and in the risk factor discussing intellectual property to clarify
whether the formula has been patented and whether you hold such
patent.  In this connection, we note your disclosure on page 19
that
in July 2005 you issued 150,000 shares of stock to Jon Barron for
his
assistance with the "initial two formulas of Sweet Success
Complete
Fuel."  Please explain this apparent inconsistency regarding the
acquisition of the formula.

Reports to Security Holders, page 5

13. Please consider disclosing your internet address.  See Item
101(c)(3) of Regulation S-B.

Risk Factors, page 5

14. Please avoid using generic conclusions such as "adversely
affected" and "material adverse effect" when describing the risks`
effects.   Replace this, and similar language, with specific
disclosure of how you, your business, financial condition and
results
of operations would be affected by the facts you describe.

15. Please review your risk factor subheadings to ensure they
reflect
the risk you describe in the text.  Some of your subheadings
merely
state facts about your business.  For example, The Company has had
limited operations and revenue and has incurred losses on page 6.
Also see, but not limited to:

* The Company received a going concern qualification from its
auditors, page 6;
* The Company will acquire additional capital;
* The Company has produced only a small quantity of Complete Fuel
and
is dependent on..., page 6; and
* The Company faces intense competition, page 7.

Please review and revise subheadings to succinctly state the risks
that will result from the facts or circumstances you discuss.

The Company has had limited operations and revenue and has
incurred
losses, page 6

16. You state that the "company will be subject to all of the
risks
inherent in starting a new business..."  In order to provide
meaning
to your risk factor, please revise to identify all of the risks
"inherent in starting a new business."

The Company will require additional capital, page 6

17. In order to give depth to your disclosure, please revise to
quantify the amount of working capital you will need to support
your
business plan.

18. It appears that you have attempted to "bundle" two risks
within
this single caption.  For example:

* the risk associated with failing to obtain additional funding;
and

* the risks associated with the issuance of additional securities
creating dilution.

Please consider revising this risk factor to separate the
different
risks.

The Company is dependent on independent distributors, which could
affect its ability to effectively and profitably distribute...,
page
6
19. Please revise to identify the "other" geographic distributions
areas you reference in the first paragraph under this heading.

The Company is subject to product liability claims, page 7

20. If there are any outstanding product liability claims against
you, please revise to so disclose.

21. We note your statement that there are no conclusive studies
regarding your proposed products.  If you are aware of studies
regarding the safety of your current products, please revise to so
disclose.

The Company is subject to risks associated with adverse publicity,
page 8

22. Please consider combining this risk factor with the proceeding
risks factor.  Alternatively, delete all redundancies.

Raw materials used in the Company`s products may be subject to
delays, page 8

23. In order to give depth to your disclosure, please revise to
identify the raw materials that you rely upon for the
manufacturing
of your product.

The Company`s products are subject to government regulation, page
9

24. Please revise to explain how the risk affects Sweet Success or
the securities being offered.

The Company is subject to regulations associated with its
advertising, page 9

25. Please delete all mitigating language from risk factors such
as
"Although the Company does not believe that such changes will
affect
its marketing success..."

The Company`s stock price may be volatile, page 10
26. To the extent possible, avoid generic risk factors.  For
example,
the risk described under this heading could apply to any beverage
company.  If you wish to retain this risk factor, you must clearly
explain how the specific risks apply to your company.
Alternatively,
delete this and other similar risks.

Item 2.  Management`s Discussion and Analysis of Results of
Operation
and Financial Condition, page 10
27. When discussing your planned operations, disclose the timing
of
each event discussed, the estimate cost for each activity and how
you
plan to finance these activities.

28. Please revise to include the information required by Item
201(a)(2) of Regulation S-B.

Overview, page 11

29. You indicate in the first sentence under this heading that you
"produce" Complete Fuel beverages.  You also indicate in the
second
paragraph under this heading that your products are produced by
third
party manufactures.  Please revise this apparent discrepancy.

30. Please tell us what you mean by "slot fees" in the fifth
paragraph under this heading.

31. We note your statement on page 14 that historically the Sweet
Success brand was sold by most retail food chains and that your
business plan contemplates regaining many of the historical
grocery
accounts.  Please revise to disclose the background of why and how
such accounts were lost.

Liquidity and Capital Resources, page 14

32. Please revise to discuss the material terms of your non-
binding
letter of intent with Think Equity Partners LLC.  Further, tell us
the status of ThinkEquity`s efforts to obtain financing.  Finally,
please revise to indicate that ThinkEquity will receive warrants
to
purchase common stock equal to 3% of the total amount sold under
the
purchase agreement, in addition to the 7% commission.

33. Please revise to discuss the private placements of your common
stock and warrants and the amounts raised.

34. We note from Note 5 to the financial statements that an
officer
has made advances to you, which are due on demand.  Please revise
to
discuss such advances, repayments and outstanding balances.

35. Please revise your disclosure to identify the source of
funding
for your marketing plan.  In this regard, we note your discussion
on
page 4.

36. Please be more explicit in your disclosure about how long you
can
satisfy cash requirements and whether you must raise additional
funds
in the next twelve months to continue your operations through that
same period.

Net Cash Flows, page 15

37. We note that you attribute the $112,669 increase in cash used
by
operating activities during the year ended December 31, 2004 to
the
increase in operating expenses and that you reference the above
discussion in your filing.  Please clarify your statement for us
as
it appears inconsistent with your discussion of decreased
operating
expenses on page 14.

Item 4.  Security and Ownership, page 16

38. Please revise to include the address of each beneficial owner.
In this regard, we note the address of your officer and directors.
See Item 403 of Regulation S-B.

39. Please disclose the natural person who control each entity
listed.

Item 6.  Executive Compensation, page 18

40. Please revise your disclosure to include a tabular
presentation
of 2005 compensation payable to your executive officers pursuant
to
employment agreements that have been entered into.  In addition,
please include compensation information, as available, for your
Chief
Executive Officer and any other named executive as required by the
Instructions to Item 402 of Regulation S-K.

41. Please advise if the 250,000 shares issued to Nest Ventures
represented compensation to Glen Williamson or was related to some
other transaction.  If it related to some other transaction,
consider
disclosing within the notes to the financial statements.

42. We note your statement that you have entered into many
consulting
agreements with marking and investor relations firms to promote
your
products.  Please revise to describe the material terms of each
material agreement and file such agreements as exhibits or tell us
why you are not required to do so.

Item 7.  Certain Relationships and Related Transactions, page 19

43. You indicate throughout this section that you issued shares of
common stock for "services rendered."  Please revise to provide a
detailed description of the services rendered.  Also, provide the
value of the consideration received by Sweet Success.

Part II

Item 1.  Market Price of and Dividends on the Company`s Common
Equity
and Other Shareholder Matters, page 21

44. Please revise to describe any restrictions that limit your
ability to pay dividends on your common stock.  If none, state so.

45. Please revise the disclosure to clarify that your securities
are
quoted on the Pink Sheets rather than traded. This change will
reflect that the Pink Sheets is a quotation medium not an issuer
listing service.

Item 4.  Recent Sales of Unregistered Securities, page 22

46. Please revise to briefly describe the consulting services you
identify on page 22 through 24.  For example, provide a
description
of the services provided to Sweet Success by each consultant.  See
Item 701(c) of Regulation S-B.

47. Please revise to include all the information required by Item
701
of Regulation S-B for each issuance of unregistered securities.
For
example, we note that you issued warrants in July 2005 to Mark
Burnett to purchase up to 2,000,000 shares of your common stock.
Describe the transaction and the type and amount of consideration
received.

48. Please revise to identify each investor who received
securities
from Sweet Success.  For example, we note your disclosure on page
23
that you sold 1,000,000 shares of common stock to "one investor."

49. We note that you are relying on Section 4(2) of the Securities
Act of 1933 for sales of your securities.  Please confirm that the
individuals who purchased your securities in reliance on Section
4(2)
had sufficient access to information relating to your company.

Item 5.  Indemnification of Director and Officers, page 24

50. Please revise to state any arrangement that insures or
indemnifies a controlling person, director or officer.  In this
regard, we note Article VI of your Bylaws.

Part F/S

Statements of Operations, page F-3

51. Please remove the per share loss information from the
cumulative
periods to date columns.

Description of Business and Summary of Significant Accounting
Policies, page F-7

52. We note your disclosure of the "Agreement Concerning the
Exchange
of Securities" whereby you acquired all of the outstanding stock
of
an unrelated entity, Beverage Acquisition Corporation on November
15,
2002.  On page 1 of the filing, you indicate that all references
to
your business throughout the filing reflect th