SEC Comment Letter for Sweet Success Enterprises, Inc (CIK 0001338067) — Dec 12, 2005
Sweet Success Enterprises, Inc (CIK 0001338067)
Date: Dec. 12, 2005 · CIK: 0001338067 · Accession: 0000000000-05-061863
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Mail Stop 4561
December 7, 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.
Amendment No. 1 to Registration Statement on Form 10-SB
File No. 0-51542
Filed November 15, 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.
Form 10-SB
General
1. We note your response to comment 2; however, your disclosure
continues to indicate that you purchased BAC in November 2002 and
that BAC purchased the Sweet Success brand in December 2002.
Please
explain how BAC acquired the Sweet Success brand after you
acquired
BAC.
2. Please revise to disclose whether the financing contemplated by
the Think Equity Partners LLC agreement will likely be in the form
of
a PIPEs transaction or equity line financing.
3. Please revise to discuss the retail price of your products.
Competition, page 3
4. Refer to comment 9. Please revise to discuss the termination
date
of your agreement with California Natural Products. If the
purchase
order letter agreement is an at-will agreement, state so.
Marketing, page 4
5. We note your response to comment 10; however, we are unable to
locate the requested disclosure. As such, please revise to
quantify
the retail stores in which your product is currently sold.
Provide
this information for both Nevada and Texas. In this connection,
we
note your disclosure on page 11 that you currently sell your
beverage
in Texas Metro`s. Please clarify what you mean by "Metro`s."
6. Your response to comment 12 indicates that Jon Barron
subsequently
developed "other formulations" under the Complete Fuel brand.
However, your disclosure on page 19 indicates that Mr. Barron
"helped
develop the formula for Sweet Success Complete Fuel." Please
revise
your disclosure to clearly indicate whether Mr. Barron developed
Complete Fuel that is currently being sold. If not, specifically
identify the product line Mr. Barron has developed.
Item 2. Management`s Discussion and Analysis of Results of
Operations and Financial Conditions, page 11
7. Please revise to discuss the 1% royalty to be paid to Mr.
Barron
on sales of products formulated by him, whether any such payments
have been made to date, and if not, why not.
Liquidity and Capital Resources, page 15
8. Please revise to clarify that Think Equity Partners LLC is a
placement agent rather than an entity that will provide capital
and,
disclose, if true, that there are no commitments to date to
provide
financing. In this connection, we note your disclosure on page F-
12
that "there is no commitment from ThinkEquity Partners LLC to
raise
$10,000,000 and the success of the financing will depend strictly
on
investor interest."
9. We note your response to comment 34. Please revise your
disclosure to expand your discussion of future repayments. For
example, discuss the payment schedule and amounts due. Further,
disclose the terms of the advances including interest rates.
10. We note your response to prior comment 34. Please clarify for
us
why you indicate that $60,200 is due upon demand (apparently as of
June 30, 2005). That amount appears to contradict your disclosure
here and on the balance sheet which indicates that $40,207 is due
to
this officer at June 30, 2005.
Item 4. Security Ownership, page 17
11. Refer to comment 38. Please disclose the address of W.H.
Benjamin Gallagher as required by Item 403 of Regulation S-B. In
this regard, we note that your disclosure in Item 5 does not
identify
W.H. Benjamin Gallagher as an officer or director.
Part II
Item 1. Market Prices Of And Dividends On The Company`s Common
Equity And Other Shareholder Matters, Page 23
Item 4. Recent Sale of Unregistered Securities, page 23
12. We note that in February 2005 you issued 500,000 shares of
common
stock to Masseurs. Gallagher Canales and Darling for "services
rendered." Please revise to describe the services rendered.
Provide
similar disclosure for the September 2004 issuance. Further,
describe the "employee services" referred to in the July 2005
issuance.
13. Related to footnote 2 on page 26, please explain why you
believe
that contingent stock options and warrants have no value. We
refer
you to the example in paragraph 306 of SFAS 123. In addition,
please
tell us how you have accounted for the contingent options listed
in
the table in your historical financial statements.
Financial Statements
General
14. Please update your financial statements and related notes in
accordance with Rule 3-10 (g) of Regulation S-B.
Description of Business and Summary of Significant Accounting
Policies, page F-7
15. Related to prior comment 52, please clearly identify the
accounting acquirer and explain how you made that determination.
Under the assumption that BAC was an operating company prior to
the
merger, BACs financial statements become the predecessor financial
statements of Sweet Success Enterprises, Inc. Further assuming
the
above is accurate, the transaction is equivalent to the issuance
of
stock by BAC for the net monetary assets of New Bridge
Reorganization
Corporation, accompanied by a recapitalization. Please make the
appropriate revisions to your financial statements and the related
notes. Additionally, your Statement of Changes in Stockholders`
Deficit should not reclassify the accumulated deficit prior to the
merger transaction provided it was incurred by the accounting
acquirer.
Intangible Asset - Sweet Success Brand, page F-13
16. We note your response to prior comment 56. Please help us to
understand, in sufficient detail, all the significant
considerations
that you made in setting your volatility assumption at .10% for
purposes of valuing options and warrants on your common stock
during
2003 and 2005 as disclosed in Note 6 to your financial statements.
We still don`t understand how you have determined that such a low
level of volatility is appropriate given the volatility that we
have
seen in your stock which trades on the pink sheets. Your
response
should cover all the key factors you have considered under
paragraph
285 of SFAS 123.
* * * *
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 supplemental 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 filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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.
We will consider a written request for acceleration of the
effective date of the registration statement as a 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.
Direct any questions regarding the accounting comments to
Howard
Efron at (202) 551-3439, or Steven Jacobs, Accounting Branch
Chief,
at (202) 551-3403. Direct any other questions to Jeffrey A. Shady
at
(202) 551-3471, or the undersigned at (202) 551-3495.
Sincerely,
Elaine Wolff
Legal Branch Chief
cc: Gary A. Agron, Esq. (via facsimile)
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William J. Gallagher
Sweet Success Enterprises, Inc.
December 7, 2005
Page 5
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