January 14, 2005

Mail Stop 0409

VIA U.S. MAIL AND FAX 303-789-9360

Mr. Blair Merriam
Chairman & Chief Executive Officer
Federal Security Protection Services, Inc.
4255 South Bannock St.
Englewood, CO 80110

RE:	Federal Security Protection Services, Inc.
	Form 8-K/A filed January 13, 2005
            File No. 0-28335

Dear Mr. Merriam:

We have reviewed your 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.

1. Item 304(a)(1)(ii) of Regulation S-B requires a statement
whether
the accountant`s report on the financial statements for either of
the
past two years contained an adverse opinion or a disclaimer of
opinion or was modified as to uncertainty, audit scope or
accounting
principles; and a description of the nature of each such adverse
opinion, disclaimer of opinion or modification.  Amend the Form to
disclose uncertainty regarding the ability to continue as a going
concern in the accountant`s report.

The amendment requested should be filed as promptly as possible
and
should be reviewed by the former accountants.  The letter required
by
Exhibit 16 should cover any revised disclosures.  Please note that
your former accountant should make it clear within the Exhibit 16
letter that it is in reference to your amended Form 8-K.

Any questions regarding the above should be directed to me at
(202)
824-5336, or in my absence, to Robert Benton at (202) 942-1811.

						Sincerely,



						Rachel Zablow
						Staff Accountant


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Federal Security Protection Services, Inc.
January 14, 2005



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