SecProbe.io

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                             FLAMEMASTER CORPORATION
                                11120 Sherman Way
                              Sun Valley, CA 91352
                               Phone 818-982-1650
                           IRS Employer ID 95-2018730
                           Commission File No. 0-2712

June 24, 2005

Mr. Rufas Decker
Accounting Branch Chief
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549-0510

           RE: FORM 10-KSB FOR THE YEAR ENDED SEPTEMBER 30, 2004.
           FILE NO. 0-2712

Dear Mr. Decker,

In reply to your 2nd comment letter dated April 19, 2005, below please find our
responses to your requests. Please let me know if additional information and/or
explanation are needed. We are also looking forward to working with you to
ascertain that we are incompliance with the applicable disclosure requirements
of our filing.

     1.   As mentioned in the first response letter dated April 5, 2005, we will
          re-file the Form 10-KSB for fiscal year ended September 30, 2004 of
          the Flamemaster Corporation as you recommended. All revisions stated
          herein will also be included in our future filings.

     2.   In response to your prior question 2. Item 307-Controls and Procedures
          and Item 308-Internal Control over Financial Reporting has been
          revised and will be added to the amended 10KSB as follows:

ITEM 8a CONTROLS AND PROCEDURES

Disclosure Controls and Procedures
----------------------------------
At the end of the period ending September 30, 2004, as reported on in this
report, the Company carried out an evaluation, under the supervision and
participation of Joseph Mazin, the Company's Chief Executive and Financial
Officer, (the "Officer") of the effectiveness of the design and operation of the
Company's disclosure controls and procedures pursuant to Securities Exchange Act
Rule 13a-14. Based upon that evaluation, the Officer concluded that the
Company's disclosure controls and procedures are effective in all material
respects, with respect to the recording, processing, summarizing and reporting,
within the time periods specified in the SEC's rules and forms, of information
required to be disclosed by the Company in the reports the Company files or
submits under the Exchange Act.
<PAGE>
Mr. Rufas Decker
June 24, 2005
Page 2 of 9

Internal Controls
-----------------
There were no significant changes made in the Company's internal controls during
the year ending September 30, 2004, or in other factors that could significantly
affect these controls subsequent to the date of the evaluation described above.

Statement of Income Page 15
---------------------------

     3.   In response to your prior question 10. Per your request, we will
          present interest and other non-operating items below income from
          operations and before income taxes in our amended Form 10-KSB for
          September 30, 2004, and all subsequent filings. Please see the updated
          financial statement.

Statement of Shareholders Equity, page 17
-----------------------------------------

     4.   In response to your prior question 13. The split that occurred in May
          2004 was classified by The Board of Directors as a 9 for 8 stock
          split. A public announcement of this fact was made at least 16 days
          prior to the record date and the market reacted accordingly by
          adjusting the price of the stock as a stock split. Since the par value
          of the outstanding shares is not altered, only the par value of the
          stock, rather than the market value, is transferred from retained
          earnings to common stock. Please see updated financial statements.

     5.   In response to your prior question 14. We revised the balance sheet to
          reflect the one for ten reverse stock split which occurred before the
          issuance of the financial statements. Please see the updated financial
          statements.

Statement of Cash Flows, page 18
--------------------------------

     6.   In response to your prior question 17, we have revised our cash
          transactions on our statement of cash flows for the years ending
          September 2004 and 2003. Issuance/(repurchase) of preferred restricted
          stock is now a non-cash item. Please see the updated financial
          statement, which will be included in our amended 10KSB.

          We will disclose all non-cash transactions, pursuant to paragraph 32
          of SFAS 95 in our amended 10KSB for September 30, 2004.
<PAGE>
Mr. Rufas Decker
June 24, 2005
Page 3 of 9

     6.   In response to your prior question 19. Per your request, we revised
          statement of cash flows to include employee loans of $1,032 in cash
          flows from investing activities rather than from operating activities.
          Please see updated financial statements.

Note A - Summary of Significant Accounting Policies, page 19
------------------------------------------------------------

     7.   As noted in our prior response to comment 21, the types of expenses
          that are included in cost of goods sold line item are all
          manufacturing costs, and factory overhead expenses.

          Manufacturing costs consist of the payroll for all manufacturing
          personnel or package our material, and all inventory items.

          Factory overhead expense is every expense that pertains to
          manufacturing our material, or expenses incurred for the employees who
          manufacture the material.

          A detailed listing of the expenses and manufacturing costs are in our
          previous comment to your question# 21. Nothing more is included or
          excluded.

          The types of expenses that are included in selling is every expense
          that pertains to the cost of selling our products, or expenses
          incurred by the people who work in that department, or expenses to
          support the people of that department. Nothing more is included or
          excluded. A detailed listing of the expenses is included in our prior
          comment to question# 21.

          The types of expenses that are included in administrative expenses
          line item are every expense that pertains to management of the
          operation, or expenses incurred by the people who work in that
          department, or expenses to support the people of that department.
          Nothing more is included or excluded. A detailed listing of the
          expenses is included in our prior comment to question# 21.

          A detailed description of these expenses will be included in our Note
          A, of our amended 10-KSB for September 30, 2004.

     9.   In response to your prior question 22. We charge our customers for the
          manufactured product, sales tax, if applicable, and freight, if
          applicable, on their invoice. Of these charges, only the manufactured
          product is recorded as revenue. Freight charges that appear on the
          customers invoice are first paid by the company, and then reimbursed
          by the customer. So it is appropriate to reimburse our sales expense,
          freight out, by the amount that our customer is asked to pay.
<PAGE>
Mr. Rufas Decker
June 24, 2005
Page 4 of 9

          Freight charges are never recorded as revenue. Only the manufactured
          product is recorded as revenue.

          The amount of shipping costs paid by the company for fiscal year
          ending September 30, 2004, was $83,326. The amount of freight charges
          reimbursed back to us from our customers for fiscal year ending
          September 30, 2004, was $39,658. The difference between these two
          amounts is recorded as our sales expense, freight out, $43,668.

     10.  In response to your prior question 23 regarding other investments. As
          stated in our note N of our September 30, 2004 10KSB, the spin-off of
          StarBiz took the form of a property stock dividend. Prior to November
          2003, Flamemaster had over $3,000,000 investment in marketable
          securities. Flamemaster sold some of these securities to its newly
          created subsidiary, StarBiz Corporation, reducing it's investment in
          marketable securities and recording the market value as an investment
          in StarBiz. On December 30, 2003, with Board of Directors approval,
          the StarBiz subsidiary was spun-off as a property stock dividend to
          Flamemaster shareholders. Prior to the stock distribution, Flamemaster
          filings were consolidated with StarBiz. StarBiz did not operate as a
          separate entity. The dividend was recorded as a reduction in Other
          Investments, and a corresponding reduction in Additional Paid in
          Capital and Retained Earnings. The Company retained a small interest
          in StarBiz by not distributing all the shares.

          We will revise note N in our 10KSB to clarify the spin-off of StarBiz
          to Flamemaster shareholders.

Revenue Recognition, page 19
----------------------------

     11.  As previously answered in your prior question 24 and 25, we will
          incorporate our answers to these questions as part of our revenue
          recognition in our amended 10-KSB.

Note I - Income per Common Share, page 23
-----------------------------------------

     12.  In response to your prior question 28. The incremental shares from
          assumed conversions of convertible preferred stock for 27,701 shares
          or 2,770 shares (adjusted to reflect 1 for 10 stock split effective
          October 26, 2004) are included in the computation of diluted EPS;
          however, the amount is immaterial that when calculated, it did not
          cause EPS to be antidilutive for the 2004 period. There were no other
          outstanding stock options in the periods presented.

Note L - Sales Information and Major Customers, page 24
-------------------------------------------------------
<PAGE>
Mr. Rufas Decker
June 24, 2005
Page 5 of 9

     13.  In response to your prior question 29. During the fiscal year ended
          September 30, 2004, there were four major customers, including General
          Services Administration that accounted for 10% or more of our
          consolidated revenues. The sales for these four customers were as
          follows:

                  Customer #1    $1,504,442 or 31.37% of sales
                  Customer #2    $1,114,386 or 22.47% of sales
                  Customer #3     $ 537,321 or 10.83% of sales
                  Customer #4     $ 496,325 or 10.01% of sales

          For confidentially and protection of our customer base, we do not
          disclose the names of our commercial customers.

          We will correct Note L in our amended 10-KSB as listed above.

Note N - Long Term Debt (Prior Years), page 25
----------------------------------------------

     14.  In response to your prior question 30. Prior to the stock
          distribution, Starbiz did not operate as a separate entity, nor were
          its finances or accounting done separately. Prior to the distribution,
          it did not have any employees, office equipment, inventory, raw
          materials or anything that would qualify it as a separate business. It
          could not be classified as a discontinued operation as no operation
          existed in the prior quarter.

          According to paragraph 5, SFAS 144 does not apply to investments in
          equity securities accounted for under the cost or equity method. For
          this reason, the StarBiz operations were not reported as discontinued
          operations. Prior to the stock distribution of StarBiz, no operation
          existed.

          As stated above, Note N will be changed to clarify long term debt in
          our amended 10KSB

Note O - Subsequent Events, page 27
-----------------------------------

     15.  In response to your prior question 32. On May 25, 2005, we received
          from The Best Group a Rescission Agreement dissolving the agreements
          between our companies. On May 26, 2005, Flamemaster made a public
          announcement that they had terminated their contemplated merger
          agreement with The Best Group. This press release was filed as an
          exhibit to our May 26, 2005 8-K, in which we reported filing Form 15
          to deregister as a reporting company.

          Note O - Subsequent Events, will be changed in our amended 10-KSB to
          reflect this updated information.
<PAGE>
Mr. Rufas Decker
June 24, 2005
Page 6 of 9

Exhibit 11
----------

     16.  In response to your prior question 33. Per your request, we revised to
          present earning per share calculations for both periods ended
          September 30, 2004 and September 30, 2003 as follows:

                             FLAMEMASTER CORPORATION
                         EARNINGS PER SHARE CALCULATIONS
                               SEPTEMBER 30, 2004
                                   EXHIBIT 11

BASIC
-----
Income from Operations                                           $    504,452
Preferred Dividends                                                    (4,788)
                                                                 ------------
   Income Available To Common Shareholders                       $    499,664
                                                                 ------------

Weighted Average Shares Outstanding
-----------------------------------
Common Stock - Average Outstanding                  165,627
                                               ------------
   Weighted Average Shares Outstanding              165,627
                                               ------------
BASIC EARNINGS PER SHARE                                         $       3.02
                                                                 ============

DILUTED
-------
Income Available to Common Shareholders                          $    499,664
Preferred Dividends                                                     4,788
Interest from Convertible Notes, Net of Taxes                           4,388
                                                                 ------------
   Diluted Income                                                $    508,840
                                                                 ------------

Net Weighted Shares Outstanding
-------------------------------
Common Stock - Average Outstanding                  165,627
Preferred Stock                                       2,770
                                               ------------
   Net Weighted Shares Outstanding                  168,397
                                               ------------

                                                                 ------------
DILUTED EARNINGS PER SHARE                                       $       3.02
                                                                 ============

<PAGE>
Mr. Rufas Decker
June 24, 2005
Page 7 of 9

                             FLAMEMASTER CORPORATION
                         EARNINGS PER SHARE CALCULATIONS
                               SEPTEMBER 30, 2003
                                   EXHIBIT 11

BASIC
-----
Income from Operations                                           $    538,519
Preferred Dividends                                                    (5,745)
                                                                 ------------
   Income Available To Common Shareholders                       $    532,774
                                                                 ------------

Weighted Average Shares Outstanding
-----------------------------------
Common Stock - Average Outstanding