SecProbe.io

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Mail Stop 6010

								December 16, 2005

Peter Riehl
Chief Executive Officer
Stellar International Inc.
544 Egerton Street
London, Ontario N5W 3Z8
Canada

	Re:	Stellar International Inc.
		Form 10-KSB for the Year Ended December 31, 2004
		Filed April 1, 2005
		File No. 000-31198

Dear Mr. Riehl:

	We understand that our accounting staff is currently
conducting a
review of your Form 10-KSB and periodic reports.  Our letter dated
November 23, 2005 stated that the review was limited the financial
statements and related disclosure.  As additional information has
recently come to our attention, we considered it necessary to
issue
additional comments.  This review is limited to your agreement
with
Technimed, the filing of exhibits and press releases, and related
party disclosure.  We 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 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 any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.

FORM 10-KSB

General

1. We note from your website and press release dated August 22,
2005
that you signed a licensing agreement with TECHNIMED of Lebanon
for
distribution and sale of one of your products in Syria.  Please
describe for us the nature and extent of your current, historic,
and
anticipated contacts with Syria, including through joint ventures,
subsidiaries, affiliates, licensing and other agreements, and
other
direct or indirect arrangements.

2. Please address the materiality of your operations in, and
contacts
with, Syria, particularly in light of the fact that Syria is
identified as a state sponsor of terrorism by the U.S. State
Department and is subject to U.S. export controls imposed, in
part, as
a result of its actions in support of terrorism and its pursuit of
weapons of mass destruction and missile programs.  Discuss whether
your contacts with Syria constitute a material investment risk for
your security holders in light of the foregoing factors.  Discuss
also
whether you deem other effects of your contacts with Syria,
including
any operational or regulatory compliance difficulties, to be
material.

3. In preparing your response, please consider that evaluations of
materiality should not be based solely on quantitative factors,
but
should include consideration of qualitative factors that a
reasonable
investor would deem important in making an investment decision,
including the potential impact of corporate activities upon a
company`s reputation and share value.  In this regard, we note
that
Arizona and Louisiana have adopted legislation that requires their
state retirement systems to prepare reports regarding state
pension
fund assets invested in, and/or permits divestment of state
pension
fund assets from, companies that do business with U.S.-designated
state sponsors of terrorism.

4. We note from your website that you regularly make earnings
press
releases after you have calculated your results of operations at
the
end of each quarter and year.  For example, you made such releases
on
November 11, 2005; August 11, 2005; May 11, 2005; and March 31,
2005.
We further note you have not filed any Forms 8-K after making
these
releases.  In this respect, it appears you have not complied with
Item
2.02 of Form 8-K.  Please file a Form 8-K for each of the earnings
press releases you have made during the past year, and confirm for
us
supplementally that you will timely comply with Item 2.02 of Form
8-K
going forward.

Item 12.  Certain Relationships and Related Party Transactions,
page
36

5. We note that you entered into supply and licensing agreements
with
SJ Pharmaceuticals in March 2004.  It appears that SJ
Pharmaceuticals
is an affiliate of SJ Strategic Investments, LLC, a 22.8%
shareowner.
Please file the supply and licensing agreements and provide all
disclosure required by Item 404 of Regulation S-B.

Item 13. Exhibits and Reports on Form 8-K, page 36

6. The footnotes to your exhibit index refer to amendments to your
Form 10-SB filed on February 4, 2002; April 26, 2003; and March
31,
2004.  It does not appear that you filed amendments to your Form
10-SB
on any of these dates.  Therefore, please revise your exhibit
index so
it identifies the filings with which the exhibits were included.
If
these exhibits have not yet been filed, please file them in your
amended Form 10-KSB.

7. Also, another footnote to your exhibit index refers to a Form
10-SB
amendment "to be filed."  However, the exhibits to which this
footnote
pertains-the CFO and CEO certifications-appear to be included
directly
with your Form 10-KSB.

* Please revise the exhibit index so it does not indicate the
certifications are incorporated by reference from another filing.
* Please be aware that although it is permissible to incorporate
by
reference exhibits from past SEC filings, it is generally not
permissible to incorporate by reference from future SEC filings.
Exhibits should be filed at the time the report describing them is
filed.

*	*	*

	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.  You may wish to provide us with marked copies of
the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendment and 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 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 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.

	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.

	Please contact Greg Belliston at (202) 551-3861 or me at
(202)
551-3715 with any questions.

								Sincerely,

								Jeffrey Riedler
								Assistant Director
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Peter Riehl
Stellar International Inc.
December 16, 2005
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