SecProbe.io

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Mail Stop 7010

July 6, 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. 2 to Registration Statement on Form 20-FR
Filed June 29, 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 8 - Financial Information

Interim Consolidated Financial Statements for the Three Months
Ended
March 31, 2005

Interim Consolidated Statement of Operations, page 51

1. You have classified the $23,366 loss on disposal of property as
a
non-operating item.  Please tell us the consideration you gave to
paragraphs 41, 42 and 45 of SFAS 144 in reaching the conclusion(s)
regarding classification that you did.

Consolidated Financial Statements for December 31, 2004, 2003 and
2002

2. Please include a footnote in your financial statements that
discusses the restatement related to the changes in bank
overdraft.
Please disclose cash flows from financing activities as reported
and
as restated in the footnote with the reclassified item shown as a
reconciling item.  You should also disclose the line items that
each
amount was previously included in and the line item each is now
included in.

Note 9 - Debentures Payable, page 72

3. We have read your response to comment 18 of our letter dated
June
8, 2005.  You indicated that the price of your stock on the
commitment date was $0.16.  Please confirm that your commitment
date
is June 15, 2003 as indicated in your subscription document in
Exhibit 4.1.  Please provide supporting information to show that
your
stock price was $0.16 on the issuance date of the debentures.
Also,
provide us with your calculation of the intrinsic value of the
beneficial conversion feature on the issuance date.  See Case 1(a)
of
Exhibit 98-5A of EITF 98-5.

Report of Independent Registered Public Accounting Firm, page 62

4. The inclusion of "except as discussed in the following
paragraph"
in your auditor`s opinion represents a qualification of the
opinion.
An unqualified opinion is required in this registration statement.
Please revise to include an unqualified audit opinion.

5. The auditor`s report does not refer to the restatement of the
statement of cash flows for changes in bank overdraft or to the
footnote that discusses the restatement.  Please revise your
auditor`s report to include a reference to the restatement and the
footnote that further discuss this restatement. See AICPA U. S.
Auditing Standards Section 420.12.

Item 10. Additional Information

G. Statement by Experts, page 93

6. Each amendment to the registration statement should include a
currently dated consent of the independent registered public
accountants.  Please include an updated auditor`s consent in your
next amendment.

*	*	*	*

      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
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.

      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.
July 6, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
  CORPORATION FINANCE

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