SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
August 8, 2005

Mr. Greg Golkov
Chief Financial Officer, Five Star Products, Inc.
777 Westchester Ave, Fourth Floor
White Plains, NY  10604

Re:	Five Star Products, Inc.
Form 10-K for the fiscal year ended December 31, 2004
Form 10-Q for the fiscal quarter ended March 31, 2005
      File No. 0-25869

Dear Mr. Golkov:

      We have reviewed your filings 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 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-K for the fiscal year ended December 31, 2004

Financial Statements
1. We note that you are a party to a management agreement with
NPDC
(formerly with GPS) and the costs of this management agreement are
included in your historical financial statements.  Please confirm
for
us that you have included all costs incurred on your behalf by
your
parent in your historical statements as required by SAB Topic
1B:1.

Purchasing, page 9
2. We note that you carry large quantities of inventory on hand in
order to increase your fill ratio percentages.  Disclose in future
filings how you account for inventory obsolescence and if material
provide a roll-forward of your allowance for the years disclosed
in
your filing.

Form 10-Q for the fiscal quarter ended March 31, 2005

Liquidity and Capital Resources, page 10
3. Tell us the factors that resulted in account receivable
increasing
at a substantially higher rate than sales during the interim
period.
Tell us if the receivables have been subsequently collected.
Revise
future filings to address the reasons for material changes in
components of working capital and to their impact on operating
cash
flows.

Item 4 - Controls and Procedures, page 13
4. We note your disclosure that your "Chief Executive Officer and
your
Chief Financial Officer have concluded that the Company`s current
disclosure controls and procedures are effective as of the
evaluation
date, providing them with material timely information relating to
the
Company required to be disclosed in the reports the Company files
or
submits under the Exchange Act."  In future filings, revise to
clarify, if true, that your officers concluded that your
disclosure
controls and procedures are designed, and are effective, to give
reasonable assurance that the information required to be disclosed
by
the Company in reports that it files under the Exchange Act is
recorded, processed, summarized and reported with in the time
periods
specified in the rules and forms of the SEC.  Alternatively, you
may
state that your disclosure controls are effective without defining
them.

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  Please provide us with a supplemental response
letter that keys your responses to our comments and provides any
requested supplemental information.  Detailed letters greatly
facilitate our review.  Please file your supplemental response on
EDGAR as a correspondence file.  Please understand that we may
have
additional comments after reviewing your responses to our
comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities and
Exchange
Act of 1934 and that they have provided all information investors
require for an informed investment 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.

In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal
securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in our review of your filing or in response
to
our comments on your filing.

If you have any questions regarding these comments, please direct
them
to Mindy Hooker, Staff Accountant, at (202) 551-3732 , Anne
McConnell,
Senior Staff Accountant, at (202) 551-3709 or to the undersigned
at
(202) 551-3768.

Sincerely,

John Cash
Branch Chief
??

??

??

??

Greg Golkov
Five Star Products, Inc.
August 8, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>