SecProbe.io

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                                              August 15, 2005

Mr. John Cash
Branch Chief
United States Securities and Exchange Commission
Washington, D.C. 20549-7010

         Re:      Five Star Products, Inc.
                  Form 10-K for the fiscal year ended December 31, 2004, filed
                  March 31, 2005 Form 10-Q for the fiscal quarter ended March
                  31, 2005, filed May 16, 2005 File No. 0-25869

Dear Mr. Cash:

As requested in the letter (the "Comment Letter") dated August 8, 2005, from you
to Greg Golkov, Chief Financial Officer of the Company, setting forth the
comments of the Staff of the Securities and Exchange Commission (the
"Commission") on Forms 10-K for the fiscal year ended December 31, 2004 filed
March 31, 2005, and Form 10-Q for the quarter ended March 31, 2005, filed May
16, 2005, the numbers below correspond to the numbers set forth in the Comment
Letter.

1.       The Company hereby confirms that we have included all costs incurred on
         our behalf by our parent, primarily involving insurance, legal and
         other professional expenses, in our historical statements as required
         by SAB Topic 1B:1.

2.       The Company has revised its "Application of Critical Accounting
         Policies" disclosure to respond to your comment. As disclosed in the
         second paragraph on page 13 of the Company's Form 10-Q for the quarter
         ended June 30, 2005 filed August 12, 2005:

         Among the significant judgments made by management in the preparation
         of the Company's financial statements are the determination of the
         allowance for doubtful accounts and adjustments of inventory
         valuations. These adjustments are made each quarter in the ordinary
         course of accounting. As the Company carries finished goods which turn
         over several times a year, the Company does not record a reserve for
         inventory obsolescence. The Company expenses defective finished goods
         in the period the defect is discovered.

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3.      The Company's increase in accounts receivable is primarily the result
        of: (i) the Company offering extended credit terms to customers who
        placed orders during the Company's annual first quarter trade shows and
        (ii) the cyclical nature of the do-it-yourself industry, whereas during
        the first quarter of the fiscal year retail sales are often sluggish and
        customers are slower to pay than during the remainder of the fiscal
        year. The Company has subsequently collected the majority of its
        accounts receivable from March 31, 2005 and as of June 30, 2005 has
        reduced its accounts receivable balance by $1.8 million from March 31,
        2005. The Company has revised its Liquidity and Capital Resources
        section disclosure to respond to your comment. As disclosed in the
        fourth paragraph on page 11 of the Company's Form 10-Q for the quarter
        ended June 30, 2005 filed August 12, 2005:

         The increase in accounts receivable, which caused a decrease in
         operating cash flows, is primarily the result of: (i) the Company
         offering extended credit terms to customers who placed orders during
         the Company's annual first quarter trade shows and (ii) the cyclical
         nature of the do-it-yourself industry, whereas during the first quarter
         of the fiscal year retail sales are often sluggish and customers are
         slower to pay. The decrease in accounts payable and accrued expenses,
         which caused a decrease in operating cash flows, is primarily a result
         of payments made to the Company's trade vendors. The decrease in
         inventory, which caused an increase in operating cash flows, is the
         result of the Company selling through its inventory, while minimizing
         the level of new purchases. The increase in short-tem borrowings, which
         caused an increase in financing cash flows, is the result of the
         Company borrowing under its Loan and Security Agreement to finance the
         shortfall in operating cash flows.

4.       The Company has revised its Controls and Procedures disclosure to
         respond to your comment. As disclosed in Item 4a on page 14 of the
         Company's Form 10-Q for the quarter ended June 30, 2005 filed August
         12, 2005:

         a. Evaluation of disclosure controls and procedures. The Company's
         Chief Executive Officer and Chief Financial Officer have reviewed and
         evaluated the effectiveness of the Company's disclosure controls and
         procedures (as defined in Exchange Act Rules 240.13a-15(e) or 15d-15(e)
         as of the end of period covered by the report. Based on that
         evaluation, the Chief Executive Officer and 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. The Chief Executive Officer and Chief Financial Officer
         have also concluded that the Company's current disclosure controls and
         procedures are designed, and are effective as of the evaluation date,
         to give reasonable assurance that the information required to be
         disclosed by the Company in the reports that it files under the
         Exchange Act is recorded, processed, summarized and reported within the
         time periods specified in the rules and forms of the Securities and
         Exchange Commission.
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In response to the Comment Letter dated August 8, 2005 and with respect to all
other SEC filings, the Company acknowledges that:

o       the Company is responsible for the adequacy and accuracy of the
        disclosure in the filings;

o       staff comments or changes to disclosure in response to staff comments do
        not foreclose the Commission from taking any action with respect to the
        filings; and

o       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.

                                                  Very truly yours,

                                                  Greg Golkov
                                                  Chief Financial Officer

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