SecProbe.io

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March 29, 2005

Mail Stop 0510

Via U.S. mail and facsimile

Mr. Thomas Lam
President and Chief Executive Officer
Poly-Pacific International, Inc.
Unit A, 4755 Zinfandel Court
Ontario, CA 91761

Re: 	Form 20-FR filed March 2, 2005
File No. 000-51180

Dear Mr. Nobbs:

      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.

General

1. Please note that your Form 20-FR will go effective by lapse of
time 60 days after the original filing date pursuant to Section
12(g)(1) of the Exchange Act.  If our comments are not addressed
within this 60-day time period, you should consider withdrawing
your
Form 20-FR prior to effectiveness and re-filing a new Form 20-FR
that
includes changes responsive to our comments.  If you choose not to
withdraw, you will be subject to the reporting requirements of the
Exchange Act under Section 13(a) of the Exchange Act.

2. We remind you that following effectiveness, you are required to
submit under cover of a Form 6-K all of the information that you
provide in Canada, such as the annual, quarterly and other
information you file on SEDAR.

3. Please update the information throughout your document to the
latest date practicable.  See, for example and without limitation,
your disclosure in the first paragraph of the third risk factor on
page 12, the last paragraph on page 32, the table on page 34 and
the
last paragraph on page 85.  See General Instruction C(b) of Form
20-
F.

4. Some of our comments refer to US GAAP literature.  If your
accounting under Canadian GAAP differs from your accounting under
US
GAAP, please also revise your disclosures in your US GAAP
reconciliation footnote accordingly.

Cover Page

5. Please use the current version of the cover page for Form 20-F
and
indicate that your filing is a "Registration Statement Pursuant to
Section 12(b) or (g) of the Securities Exchange Act of 1934"
rather
than an "Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934."  See Form 20-F.  Please also
remove
the logo from the cover page of your registration statement.

6. Your articles of incorporation authorize the issuance of common
shares and preferred shares.  Please revise your cover page and
your
disclosure throughout your filing to refer to common shares and
preferred shares rather than common stock and preferred stock.  In
addition, it appears that you are registering two classes of
common
shares; yet your articles of incorporation only authorize the
issuance of one class.  Please revise your cover page accordingly.

Forward Looking Statements, page 5

7. Please delete your reference to Section 21E of the Exchange
Act.
The safe harbor does not apply to statements made by a registrant
that is not subject to the reporting requirements of Section 13(a)
or
15(d) of Exchange Act.

Item 1. Identity of Directors, Senior Management and Advisors,
page 6

8. Please disclose Mr. Lam`s position as a director of your
company.

Item 3. Key Information, page 7

A. Selected Financial Date, page 7

Table 3.1 - Summary of Financial Statements in Canadian GAAP

9. Please revise the summary of your annual financial statements
to
provide the information for the year ended December 31, 2004.  See
Item 3.A.1. of Form 20-F.  Please make the corresponding change in
Table 3.3 on page 9.

10. Please also present diluted EPS under Canadian GAAP in Table
3.1.
See Item 3.A.2. of Form 20-F.

11. Please reconcile in a footnote to Table 3.1 net income (loss)
from operations to income before undernoted items, so that readers
are able to better understand the scope of the items you are
removing
from net income (loss) from operations in arriving at income
before
undernoted items in your financial statements.

12. Please reconcile net income (loss) from operations from
Canadian
GAAP to US GAAP in a footnote to Table 3.2.

Table 3.3 - Effects of Currency Translation and Conversion

13. Please provide the high and low exchange rates for each month
during the previous six months pursuant to Item 3.A.3(b) of Form
20-
F.  Please also update the most recent exchange rate used.

B. Capitalization and Indebtedness, page 10

14. Please update this section so that this information is not
older
than 60 days from the date your filing is filed.  See Item 3.B. of
Form 20-F.

Risk Factors, page 10

15. We note your disclosure on page 85 regarding the sales prices
of
your common shares on the TSX Venture Exchange.  Please include a
risk factor that discusses your common shares` status as a penny
stock and the material risks associated with penny stocks,
including
price fluctuations, additional disclosure requirements, and the
lack
of a liquid market for penny stocks.

16. We note your disclosure on page 32 regarding the grant of
options
to purchase your common shares.  We further note your disclosure
in
the section "Material Contracts" on page 87 regarding debentures
that
are convertible into your common shares.  It would appear that the
exercise of these rights could represent a material dilution risk
to
holders of your common shares.  Please include a risk factor
discussing the risks associated with these rights.

17. Please add risk factor disclosure regarding your exposure to
exchange rate fluctuations.

18. If material, provide a risk factor that addresses the
possibility
that you may be deemed a Passive Foreign Investment Company, as
provided in your taxation discussion.  Briefly explain that U.S.
investors who invest in your company will be subject to U.S.
taxation
at possibly adverse or higher rates and under a system that may be
more complicated and unfamiliar to them.

Our limited financial resources may impeded our ability to
implement..., page 10

19. The disclosure under this subheading does not address the risk
described in the subheading.  For example, why do you have limited
resources?  How much funding is necessary to complete the
implementation of your business plan?  Is future expansion
material
to the implementation of your business plan?  In this regard, we
note
your disclosure on pages 22 and 23.  Please revise accordingly.

Because the industries in which we operate are subject to
extensive
regulation..., page 11

20. Please expand your disclosure to discuss the costs you have
incurred to comply with the regulations described under this
subheading.

Item 4. Information on the Company, page 13

21. We note your disclosure on page 29 regarding your contracts
with
the U.S. government.  Please discuss, to the extent applicable,
the
manner in which your commercial relationships differ from those
with
the U.S. government.  For example, does the U.S. government have
special rights under its contracts, such as the right to terminate
the contract or renegotiate the terms?   In addition, please
consider
whether risk factor disclosure regarding the risks involved in
contracting with the U.S. government would be appropriate,
especially
in light of the fact that it appears that revenues from your
contracts with the U.S. government account for a significant
portion
of your revenues.

A. History and Development of the Company, page 13

22. Please provide the information required by Item 4.A.4. of Form
20-F.  In addition, please expand your disclosure in the last
paragraph on page 13 to disclose the information required by Item
4.A.6. of Form 20-F.
B. Business Overview, page 14

23. Please provide the information required by Item 4.B.6. of Form
20-F.

Plastic Blasting Media,  page 14

MultiCut Blasting Media, page 14

24. Please expand your disclosure in the second paragraph of this
section to discuss why plastic blasting media is relatively easy
to
contain and clean up compared with other types of blasting media.

Raw Materials Supply, page 16

25. Please discuss the general availability of your raw materials
and
whether you are dependent on any of your suppliers.

26. Please explain how a reader is supposed to analyze your
statement
that "Poly-Pacific requires two to three containers per month,
while
China exports from 55 to 65 containers of these materials
monthly."

27. Please disclose whether prices for your raw materials are
volatile.

Competition in the Blasting Media Industry, page 16

28. Please discuss your competition`s advantages over you and how
this affects your competitive position within your industry.

29. We note your disclosure regarding your annual sales.  Please
revise to balance this disclosure by discussing the aggregate
sales
in your industry.

Recycled Plastic Lumber, page 16

Recycled Plastic Lumber Products, page 17

30. Please revise your disclosure in this section to discuss the
production and backlog of your California subsidiary.

Markets and Marketing, page 17

31. Please revise your disclosure in this section to discuss the
markets and marketing of your California subsidiary.

Manufacturing, page 18

32. Please expand your disclosure to discuss the mold system
improvement that you would like to make to your manufacturing
process, including the timetable and costs for implementation of
this
improvement.  In addition, please disclose how you plan to finance
these improvements.

33. We note your disclosure regarding the capacity of your
production
lines.  Please disclose the percentage of this capacity that you
sell
annually.

Raw Materials Supply, page 18

34. Please disclose whether prices for your raw materials are
volatile.

Competition in the Recycled Plastics Lumber Industry, page 18

35. Please discuss your competition`s advantages over you and how
this affects your competitive position within your industry.

Competition with Wood Lumber, page 19

36. Please update your disclosure in this section regarding the
toxic
leaching characteristics of pressurized lumber.  In this regard,
we
note that your disclosure appears to predate December 31, 2003.

Property, Plants and Equipment, page 22

37. We note that you intend to obtain up to a $3.0 million capital
investment in your company.  Please disclose your plans for this
investment, such as the form and source of investment and any
other
material terms known at this time.

Item 5. Operating and Financial Review and Prospects, page 23

A. Operating Results, page 26

38. Please discuss the business reasons for the changes between
periods for each of the segments discussed in your financial
statements.  In doing so, please disclose the amount of each
significant change in line items between periods and the business
reasons for it.  In addition, where there is more than one
business
reason for a change, attempt to quantify the incremental impact of
each individual business reason discussed in the overall change in
the line item.  See Item 5.A. of Form 20-F.

39. To the extent your discussion of a particular period discusses
events or actions that were to occur or be taken in the future,
please disclose the resulting event or action.  For example and
without limitation, your discussion of settlement negotiations on
page 28 should include a discussion of the result of those
negotiations.

40. We note your disclosure on page 28 regarding certain legal
proceedings.  Please disclose under an appropriately titled
heading
whether you are a party to any material pending legal proceedings
and
identify the court or agency in which the proceedings are pending,
the date instituted, the principal parties, a description of the
factual basis alleged to underlie the proceeding and the relief
sought.

Operating Results Narrative for the Nine Months Ended September
30,
2004, page 27

41. Please explain why you were no longer eligible for a tax
refund
in 2004.

42. Please explain the basis for your statement that "demand for
more
recycled plastic lumber production is continuing to grow
strongly."

Operating Results Narrative for the Year Ended December 31, 2001,
page 28

43. Please explain how a significant portion of the blasting media
market has been reserved for U.S. small businesses.

B. Liquidity and Capital Resources, page 30

44. Please disclose the information required by Item 5.B.1. of
Form
20-F with respect to your outstanding debentures.  In addition,
please provide the information required by Item 5.B.2. and B.3. of
Form 20-F.

C. Research, Development, Patents and Licenses, page 30

45. As indicated on page 43 and elsewhere in your filing, you have
research and development activities, and you have even capitalized
some of these amounts.  Please include the disclosures required by
Item 5.C. of Form 20-F regarding your research and development
activities.

F. Tabular Disclosure of Contractual Obligations, page 31

46. Please update your table of contractual obligations as of
December 31, 2004, and provide the total amount of contractual
obligations for each time period.

47. Please revise your table of contractual cash obligations to
include estimated interest payments on your debt and capital
leases
and estimated payments under your forward exchange rate currency
contracts, if applicable.  Because the table is aimed at
increasing
transparency of cash flow, we believe these payments should be
included in the table.  Please also disclose any assumptions you
made
to derive these amounts.  Please also include totals at the bottom
of
each column, so that readers will be able to see your total
contractual obligations for each period shown.

Item 6. Directors, Senior Management and Employees, page 31

A. Directors and Senior Management, page 31

48. Please explain your statement that Mr. Quon represents a
"substantial block of Poly-Pacific`s common shareholders."  In
this
regard, please confirm whether you have considered the
requirements
of Item 6.A.5. of Form 20-F.

C. Board Practices, page 33

49. Please disclose the criteria you used to determine that each
member of your audit committee is independent.

50. Please reconcile the last sentence of this section with your
disclosure under the first risk factor on page 13.

Item 7. Major Shareholders and Related Party Transactions, page 34

B. Related Party Transactions, page 35

51. We note your disclosure in the last paragraph on page 56 and
the
last paragraph on page 60 regarding your joint venture with an
affiliate.  Please provide the information required by Item 7.B.
with
respect to this joint venture or explain why this information is
not
required.

Item 8. Financial Information, page 36

Consolidated Financial Statements, page 47

52. Your audited financial statements will be older than 15 months
by
the time your document goes effective.  Please update your
financial
statements to include the most current audited financial
statements
pursuant to Item 8.A.4 of Form 20-F.

Auditor`s Report, page 49

53. Your auditors indicate in their report that their audit was
conducted in accordance with Canadian GAAP.  Please make
arrangements
with your auditors to have them revise their report to indicate
their
audit was conducted in accordance with the standards of the Public
Company Accounting Oversight Board (United States) as required by
PCAOB Auditing Standard No. 1.  See also SEC Release 33-8422.

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