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                      AMERICAN WATER STAR, INC.
                  4560 S. DECATUR BLVD., SUITE 301
                        LAS VEGAS, NV  89103

                      Telephone (702) 740-7036
                      Facsimile (702) 740-7037

October 5, 2005

Via Facsimile to (202) 772-9203
and Original via U.S. Mail

Michael Moran, Branch Chief
Dave Irving, Staff Accountant
United States Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C.  10549

	Re:	American Water Star, 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. 1-32220

Gentlemen:

This letter is in response to your comment letter dated July 29,
2005, which was directed to our former CFO, Daniel Beckett.  Mr.
Beckett resigned all his positions with the Company prior to
receipt of the comment letter.  Management is vigorously in
search of a qualified replacement.  In the interim, our President
and Chief Executive Officer, Roger Mohlman, is serving as Chief
Financial Officer.

Your numbered comments are set forth below and our responses
follow.

Item 6. Management's Discussion and Analysis of Financial
        Condition and Results of Operations, page 27

Overview and Outlook. page 27
-----------------------------

1.   We note that you have three primary revenue channels - sales
     to distributors, sales to retailers, and private label/co-
     packing. If you determined that you have only one reportable
     segment, please tell us how you determined your operating
     segments in accordance with FAS 131, addressing each of the
     components of paragraph 10 of FAS 131. If you aggregate two
     or more operating segments into one reportable segment, tell
     us how you satisfied the aggregation criteria of paragraph
     17 of MS 131 and advise us of your basis for aggregation.
     See paragraph 25 of FAS 131 for disclosure items.

     Response to Comment 1
     ---------------------

     We consider our operations at the current time to be a
     single segment.  Although we have customers that are
     different our internal reporting of the operating results is
     on the basis of bottled water only.  We do not try to
     determine the profitability of any particular customer base
     and we do not have any discrete financial information
     available for different bases of customers. We believe we
     meet the aggregation criteria from FAS 131 paragraph 17.  We
     have bottled water sales only so the products and services
     are similar.  The production process for all of our sales is
     exactly the same except for attaching a different label for
     the private label sales.  The customers are all purchasing
     the same bottled water.  The distribution process is the
     same to all of our customers.  There is no regulatory
     environment related to the sales of our bottled water.

Results of Operations. page 3
-----------------------------

2.   You state that, "We will record payments received as a
     reduction of the intangible asset recorded as a result of
     the Sunset asset acquisition" relating to the February 2004
     purchase. We do not note any intangible asset on the balance
     sheet for the year ended December 31, 2004. Please revise in
     future filings or advise us otherwise.

     Response to Comment 2
     ---------------------

     We will revise the statement on Sunset in future filings.
     There were no intangible assets in our December 31, 2004
     financial statements as it was determine that everything
     should be written off.

3.   Item 10(h) of Regulation S-B prohibits using a non-GAAP
     performance measure to eliminate or smooth items identified
     as non-recurring, infrequent or unusual, when the nature of
     the charge is such that it is reasonably likely to recur
     within two years or there was a similar charge within the
     prior two years. Accordingly, please explain why your
     presentation of gross profit, excluding the cost of
     discarded inventory, slotting fees and promotional goods
     conforms to this presentation, or eliminate from future
     filings. See Question #8 from the Frequently Asked Questions
     Regarding the Use of Non-GAAP Financial Measures, which can
     be found on the SEC website.

     Response to Comment 3
     ---------------------

     We will not have the presentation of gross profit in future
     filings that excludes the cost of discarded inventory,
     slotting fees and promotional goods.

Application of Critical Accounting Policies and Pronouncements, page 38
-----------------------------------------------------------------------

4.   Your discussion of critical accounting policies should
     include quantification of the underlying accounts and a
     discussion of changes and trends associated with the
     underlying accounts. For example, your discussion of trade
     accounts receivable should quantify the amount of expenses
     that you recorded in each period for allowances and discuss
     any trends or significant changes. Your discussion of stock-
     based compensation should discuss any expense incurred as
     well as the reasons for significant changes and trends. Your
     discussion of revenue recognition should highlight any
     changes in historical discounts, rebates, and sales return
     rates or the lack of any changes.

     Response to Comment 4
     ---------------------

     In future filings we will provide a more detail discussion
     of the critical accounting policies including quantification
     of the underlying accounts and a discussion of changes and
     trends in these accounts particularly in the discussion of
     trade accounts receivable, stock-based compensation and
     revenue recognition.

5.   It is not clear why inventories would involve a critical
     accounting policy. Please tell us what significant judgment
     and estimates are required in your accounting for
     inventories.

     Response to Comment 5
     ---------------------

     The section on inventories is not a critical accounting
     policy and this section will not be included in future
     filings.

Consolidated Statements of Cash Flows, F-7
------------------------------------------

6.   Tell us why it is appropriate to classify the `capital lease
     obligations' as a financing activity.  Obtaining an asset by
     entering into a capital lease is generally reported in the
     related disclosures where the transaction is a non-cash
     financing activity. Refer to paragraph 32 of FAS 95. Please
     revise or advise us otherwise.

     Response to Comment 6
     ---------------------

     The capital lease obligation and the related acquisition of
     the leased equipment should be reported as a non-cash
     financing activity and we will correct this in future
     filings.

7.   We note that you classified advances to/from related parties
     and notes receivable/notes payable in both investing and
     financing activities. For each transaction included in the
     balances, please tell us how you decided to categorize them
     as investing or financing activities and how they meet the
     criteria under paragraphs 15-20 of FAS 95 for such
     classification.

     Response to Comment 7
     ---------------------

     The classification of notes receivable should be a financing
     activity and this will be reported that way in future
     filings.  The investing activity for advances, deposits and
     prepaid rent was reported that way because the initial
     transaction for this was at the same time that the investing
     activity of asset acquisition was done.  We agree that this
     is slightly more appropriately shown as a financing activity
     and will do so in future filings.

Item 8A. Controls and Procedures
--------------------------------

8.   Please explain to us on a supplemental basis how the
     certifying officers were able to conclude the disclosure
     controls and procedures were effective in light of the
     material weakness you have identified in your internal
     controls and procedures.

     Response to Comment 8
     ---------------------

     The reason for the restatement was based soley on how much
     of a discount to apply to value company stock issued to non-
     employees.  We believe that this was a correction of an
     error rather than a material weakness in our internal
     controls and procedures.  The accounting for these
     transactions used a discount that was considered appropriate
     by the former independent registered public accounting firm,
     however, our current auditors felt it was too high.

Notes to Consolidated Financial Statements. F-8
-----------------------------------------------

Note 1. Significant Accounting Policies, F-8
--------------------------------------------

Inventories, F-9
----------------

9.   We note that you determine inventory cost on the basis of
     average cost or first-in, first-out methods. Tell us, and
     disclose in future filings, why you elect to use each of
     these two methods, how you determine the inventory costing
     method to use in specific circumstances, and how your
     election impacts the financial statements.

     Response to Comment 9
     ---------------------

     The average cost portion of the statement isn't appropriate
     as all of our inventory was valued on a first-in, first-out
     method.  In future filings this will be eliminated.

Revenue recognition, F-10
-------------------------

10.  We note that you recognize revenues upon shipment. Tell us,
     and disclose in future filings, whether your stated shipping
     terms are FOB shipping point or FOB destination and when
     title passes from you to your customer. Unless obvious,
     please explain to us why sales recognition is appropriate
     upon shipment, rather than upon delivery to and acceptance
     by the customer

     Response to Comment 10
     ----------------------

     In future filings we will state that the title passes FOB
     destination.

11.  We note that you incurred slotting fees in both 2003 and
     2004 in the amounts of $1,120,660 and $1,277,324,
     respectively. Tell us and disclose in future filings the
     nature and extent of these arrangements. For each type of
     arrangement treated as an expense rather than as a reduction
     of revenues, tell us how this type of arrangement meets the
     requirements of EITF 01-9. For each expense line item that
     includes these types of arrangements, disclose the related
     amounts included in that line item. Please also discuss in
     MD&A any significant estimates resulting from these
     arrangements.

     Response to Comment 11
     ----------------------

     All slotting and similar fees were treated as a reduction in
     revenue.  There was no expense for such items.  In future
     filings we will expand our discussion of the nature of and
     extent of any such arrangements.

Note 14. Stockholders' Equity, F-19
-----------------------------------

12.  In future filings, please provide a basic description of the
     stock option plan, the general terms of awards under the
     plan, such as vesting requirements, the maximum term of
     options grants, and the number of shares authorized for
     grants of options in accordance with paragraph 46 of FAS
     123. In addition, please tell us, and disclose in future
     filings, the total compensation expense recognized in income
     for each period presented and the specific transactions to
     which it relates.

     Response to Comment 12
     ----------------------

     In future filings we will provide a more comprehensive
     description of our stock option plan including the terms of
     awards, term of the options and number of shares authorized
     for grants.

                     COMPANY ACKNOWLEDGEMENT

In connection with our response to your comments, American Water
Star, Inc. (the "Company") acknowledges that:

  -  the Company is responsible for the adequacy and accuracy of
     the disclosure in the filing;

  -  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.

We trust that our responses address all of your concerns.  If you
have any additional questions or are in need of clarification,
please do not hesitate to contact me at (702) 740-7036.

                                         Sincerely,

                                         /s/ Roger Mohlman
                                         Roger Mohlman
                                         CEO/President

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