SecProbe.io

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Mail Stop 0510

June 8, 2005

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: 	Poly-Pacific International, Inc.
Amendment No. 1 to Registration Statement on Form 20-FR
Filed May 27, 2005
File No. 000-51180

Dear Mr. Lam:

      We have reviewed your response and your amended filing and
have
the following comments.  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.

Item 3. Key Information, page 7

A. Selected Financial Data, page 7

Table 3.1

1. The amounts shown here for Retained Earnings (Deficit) for
2004,
2003 and 2002 do not agree to the amounts shown on page 51 of your
audited financial statements.  Please make the appropriate
disclosure
revisions.

D. Risk Factors, page 10

2. Please add a risk factor that discloses the risks involved with
the
outstanding debenture due on December 31, 2005.
Item 4. Information on the Company, page 15
A. History and Development of the Company, page 15

3. Please explain the meaning of "Junior Capital Pool" as that
term is
used in the first paragraph of this section.  In addition, please
reconcile your disclosures in the first paragraph of this section
regarding the amount of capital that the Junior Capital Pool
raised
prior to acquiring your company.

B. Business Overview, page 16

4. We read your response to comment 23 from our letter dated March
29,
2005.  Please disclose whether you have applied for or obtained
any
patents or other intellectual property protections for your
proprietary technology.  If so, please disclose when these patents
or
other protections expire or terminate.  In addition, please add
risk
factor disclosure regarding the risks associated with protecting
your
proprietary rights.

Item 5. Operating and Financial Review and Prospects, page 29

5. Please revise your disclosure to indicate, if true, that your
consolidated financial statements are prepared in accordance with
accounting principles generally accepted in the United States.

A. Operating Results, page 32

6. You indicate that gross margin in the current quarter of 51% is
consistent with the prior year.  It is not clear how you calculate
gross margin from your financial information presented.  Please
disclose how gross margin is calculated from the financial
information
provided in this registration statement.

Operating Results Narrative for the Year Ended December 31, 2004,
page
34

7. We note your disclosure in the first paragraph of this section
regarding the scarcity of your raw materials.  Please reconcile
this
disclosure with your disclosure under the headings "Raw Materials
Supply" on pages 19 and 22.

Operating Results Narrative for the Year Ended December 31, 2004,
page
34

8. Please briefly describe the terms of the settlement you entered
into with U.S. Technology Corporation.

9. We note your disclosure in paragraph 3.  Please disclose
whether
you acquired the plastic lumber manufacturing system and whether
it
has begun production.
F. Tabular Disclosure of Contractual Obligations, page 39

10. We have read your response to comments 46 and 47 from our
letter
dated March 29, 2005.  Your presentation of historical interest
expense by segment in table 5.1 and 5.2 is not representative of
your
future interest obligations.  Please revise your table of
contractual
cash obligations to include estimated interest payments on your
current debt.  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 8 - Financial Information

Consolidated Financial Statements, page 48

11. It appears that you have filed interim financial statements
for
the period ended March 31, 2005 on SEDAR.  Please update your
financial statements to include the March 31, 2005 interim
financial
information pursuant to Item 8.A.5 of Form 20-F.  You are also
required to submit under cover of a Form 6-K all information that
you
provide in Canada such as this quarterly information that was
filed on
SEDAR.

Consolidated Statement of Operations, page 52

12. Please revise your statement of operations to exclude interest
income from revenue in accordance with Rule 5-03.7 of Regulation
S-X.

13. The term "income before undernoted items" is not consistent
with
accounting principles generally accepted in the United States of
America.  Please revise to include US GAAP terms such as gross
profit,
operating income or income or loss from continuing operations as
applicable. See Rule 5-03 of Regulation S-X.

14. Please tell us why foreign exchange loss (gain), bad debts,
amortization of property, plant and equipment, management fees,
professional fees and reorganization costs are not considered
operating expenses.  Please appropriately classify all expenses on
your statement of operations as either operating expenses or non-
operating expenses pursuant to Rule 5-03.2 through .9 of
Regulation S-
X.

15. Please also tell us why you separate interest on short-term
debt
from interest of long-term debt.  Interest expense should be
included
in other non-operating expenses.  See Rule 5-03.7 through .9 of
Regulation S-X.
Consolidated Statement of Cash Flows, page 53

16. Please confirm that bank loan advances (repayments) are
recorded
on a gross basis.  Otherwise, please explain to us how your
netting of
cash flows related to the bank loan advances and repayments meets
the
requirements in paragraph 13 of SFAS 95 for netting.

17. It appears that the cash balance on your cash flow statement
for
the year ended December 31, 2002 does not agree with the cash
balance
on your balance sheet as of December 31, 2002.  Also, changes in
bank
overdraft typically appear in financing activities.  These changes
in
your bank overdraft appear to impact both 2002 and 2003 cash
flows.
Please make the appropriate revisions to your statement of cash
flows.

Note 9 - Debentures Payable, page 60

18. We have read your response to comment 62 from our letter dated
March 29, 2005.  You indicated that the price of your stock on
June 1,
2003 was $0.14 CDN.  Please confirm whether your convertible
debenture
was issued on June 1, 2003 or June 15, 2003 as indicated in your
subscription document in Exhibit 4.1.  If your convertible
debenture
was issued on June 15, 2003, please tell us your stock price on
that
date.  If the stock price on the date of issuance is greater than
the
conversion price, please revise and disclose the accounting impact
in
your US GAAP financial statements pursuant to paragraph 5 of EITF
98-
5.

Note 11 - Commitments, page 62

19. Please disclose how you account for (a) step rent provisions
and
escalation clauses and (b) capital improvement funding and other
lease
concessions, which may be present in your leases.  If, as we
assume,
they are taken into account in computing your minimum lease
payments
and the minimum lease payments are recognized on a straight-line
basis
over the minimum lease term, the note should so state.  If our
assumption is incorrect, please tell us how your accounting
complies
with SFAS 13 and FTB 88-1.  Paragraph 5.n. of SFAS 13, as amended
by
SFAS 29, discusses how lease payments that depend on an existing
index
or rate, such as the consumer price index or the prime interest
rate,
should be included in your minimum lease payments.

Note 18 - Segmented Information, page 65

20. We have read your response to comment 67 from our letter dated
March 29, 2005.  Please disclose your long-lived assets in Canada
and
in foreign countries as of December 31, 2004 and 2003 in your
filing.
Note 21 - Other Information, page 69

21. In order not to imply a greater degree of precision than
exists,
revise your presentations of net loss per share to round only to
the
nearest cent.

Item 10. Additional Information, page 72

C. Material Contracts, page 75

22. We note your disclosure in paragraph 2 of this section
regarding
the fact that you postponed the payment of your remaining
convertible
debentures. Please explain what you mean by "postponed" and
disclose
whether you entered into an amendment to these debentures.  If so,
please briefly describe the materials terms of this amendment and
file
it as an exhibit to your registration statement.

D. Exchange Controls, page 75

23. We read your response to comment 79 from our letter dated
March
29, 2005.  It appears that your disclosure repeats entire sections
of
the Investment Canada Act rather than providing a brief summary of
its
provisions.  Please revise accordingly.

Item 19. Exhibits, page 82

24. Please file as an exhibit the $1,586,250 USD unsecured
debenture
that you issued on July 2, 2003.

*	*	*	*

      As appropriate, please amend your filing in response to
these
comments.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter
that
is filed on EDGAR 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 Exchange Act 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.

      You may contact Ernest Greene, Staff Accountant, at (202)
551-
3733 or, in his absence, Rufus Decker, Accounting Branch Chief, at
(202) 551-3769 if you have questions regarding comments on the
financial statements and related matters.  Please contact Andrew
Schoeffler, Staff Attorney, at (202) 551-3748 or, in his absence,
Chris Edwards, Special Counsel, at (202) 551-3742 with any other
questions.

Sincerely,

Pamela A. Long
Assistant Director

cc:	Mr. Richard Nobbs
Poly-Pacific International, Inc.
14022 - 106 AVENUE
Edmonton, AB
T5N 1B2, Canada

Mr. Michael Williams, Esq.
Williams Law Group, P.A.
2503 W. Gardner Ct.
Tampa, FL 33611
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Mr. Thomas Lam
Poly-Pacific International, Inc.
June 8, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
  CORPORATION FINANCE

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