COVER 2 filename2.htm

November 6, 2006

Confidential For Use of the Commission Only

Via EDGAR and Federal Express

Lesli Sheppard
Division of Corporation Finance
Securities and Exchange Commission
100 F St., NE, Mail Stop 7010
Washington, D.C. 20549

RE:

 

Rotonics Manufacturing Inc.
Preliminary Proxy Statement on Schedule 14A filed September 28, 2006
File No. 001-09429

 

 

Schedule 13E-3 filed September 28, 2006
File No. 5-41743

 

 

Form 10-K for fiscal year ended June 30, 2006
File No. 001-09429

 

Dear Ms. Sheppard:

On behalf of Rotonics Manufacturing Inc. (“RMI”) and as requested by the staff of the Securities and Exchange Commission (the “Staff”) in a letter dated October 25, 2006 related to the filing of the above-referenced Proxy Statement on Schedule 14A (the “Proxy”) and Schedule 13E-3 (the “Schedule 13E-3”), RMI hereby acknowledges the following:

·

 

(RMI 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

·

 

(RMI 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.

 

We appreciate the efforts of the Staff to assist RMI in connection with the above referenced filing.

 

Sincerely,

 

 

 

 

 

/s/ Sherman McKinniss

 

 

 

 

 

Sherman McKinniss

 

 

Chief Executive Officer