UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED November 30, 2004
Commission File No. 000-26189
BP INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware | 95-3937129 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. employer identification number) |
510 West Arizona Ave, DeLand, FL 32720
(Address of principal executive offices, including zip code)
386.943.6222
(Registrant's telephone number, including area code)
Copies to: Michael D. Spadaccini, Esq.
12531 El Camino Real, Unit A
San Diego CA 92130
Tel: (858) 350-5183; Fax: (619) 374-2027
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.001 per share
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YES(X) NO ( )
Number of shares of the issuer's common stock, par value $.001, outstanding as of November 30, 2004: 46,720,726 shares.
Item 1. Business
Our Principal Products and Markets
BP International, Inc. is a manufacturer of tennis court equipment, industrial fabrics, athletic field and gymnasium equipment, privacy and construction fence screening, fabric architecture shade structures and cabanas, sports lighting, and custom netting.
We manufacture products in five categories:
Our ShadeZone shade structures are available as standard installations in common shapes, or as fully customized products tailored to a customer's individual needs. ShadeZone products are manufactured of knitted high-density polyethylene fabric and are UV stabilized and designed to provide maximum sun protection. Knitted with a lock stitch construction and composed of monofilament and tape yarns, the fabric is designed for strength and durability. With a weight of 14 oz. per square yard the ShadeZone fabric is extremely durable.
We sell our products to sports facilities, support facilities, municipalities, parks, playgrounds, schools, and recreation centers. We distribute our products through authorized dealers, contractors, or direct delivery. BP International has 58 employees and all are full-time employees.
Our Competition
We face significant competition in several markets in which we operate. Specifically, we face significant competition in the tennis equipment, which is a more mature market. There is moderate competition in the fencing fabrics market, which is a market that is relatively untapped. We do enjoy the advantage of being one of the largest manufacturers in both of those markets. In the shade structure market, which is a quickly developing market, we are a recent entrant, and we are gaining market share, but we are not the largest manufacturer.
Our Sources of Raw Materials
For the years ended May 31, 2004 and 2003, we purchased approximately 20% of total raw materials from a single supplier. In the event that certain raw material supplies were delayed or curtailed, the Company's ability to ship the related product in desired quantities and in a timely manner could be adversely affected. The Company has attempted to mitigate this risk by maintaining a long-term relationship with this supplier while developing new relationships with additional raw material sources. Additionally, with the acquisition of Telas Olefines, our Mexican manufacturing facility, we will be transferring a large portion of our raw material purchases to further mitigate risk.
Our Dependence on Individual Customers
We do not depend on any single customer, or on any small number of customers. The loss of any individual customer would not have a materially adverse impact on our performance.
Trademarks
We have secured US federal trademarks for the following trade names:
We have no patents, labor agreements, license arrangements, franchise arrangements, royalty agreements, or concession arrangements.
Hazardous Materials, Government Regulation, and Environmental Compliance
Our research and development necessarily involves the controlled use of hazardous materials and chemicals. Although we believe that safety procedures for handling and disposing of such materials comply with the standards prescribed by state and federal regulations, the risk of accidental contamination or injury from these materials cannot be completely eliminated. In the event of such an accident, we could be held liable for any damages that result and such liability could exceed our resources. We may incur substantial costs to comply with environmental regulations.
The Historical Development of Our Business
Our wholly owned subsidiary, Ball Products, Inc. conducts our manufacturing operations. Ball Products, Inc. is a Florida corporation, founded in 1987 by Larry Ball and Emmett Ball, who are our current directors and officers. Ball Products, Inc. became part of BP International in April of 2003 when BP International (then we were called Allergy Immuno Technologies, Inc.) acquired Ball Products, Inc.
BP International, Inc. historically provided clinical testing services to physicians, laboratories and pharmaceutical firms in specialized areas of allergy and immunology under the name Allergy Immuno Technologies, Inc.
April of 2003, we acquired 100% of the voting common stock of Ball Products, Inc. In July of 2003, our shareholders voted to change our name from Allergy Immuno Technologies, Inc. to BP International, Inc.
Item 2a. FINANCIAL STATEMENTS
| |||||||||
BP INTERNATIONAL, INC. | |||||||||
Assets | |||||||||
November 30, 2004 | |||||||||
May 31, 2004 | (Unaudited) | ||||||||
Current assets: | |||||||||
Cash and cash equivalents | $ 43,995 | 51,822 | |||||||
Accounts receivable - trade, less allowance for doubtful | |||||||||
accounts of $274,000 and $273,086 | 900,820 | 508,290 | |||||||
Inventories | 556,498 | 657,453 | |||||||
Prepaid expenses and other current assets | 33,001 | 457,515 | |||||||
Due from related parties | 219,517 | 233,748 | |||||||
Total current assets | 1,753,831 | 1,908,828 | |||||||
Property and equipment, at cost, net of accumulated | |||||||||
depreciation and amortization | 1,522,163 | 1,492,789 | |||||||
Other assets: | |||||||||
Deposits | 2,071 | - | |||||||
Goodwill | 659,080 | 659,080 | |||||||
Total other assets | 661,151 | 659,080 | |||||||
Total assets | $ 3,937,145 | 4,060,697 | |||||||
Liabilities and Stockholders' Deficit | |||||||||
Current liabilities: | |||||||||
Accounts payable | $ 1,206,152 | 1,035,804 | |||||||
Accrued expenses | 204,201 | 163,614 | |||||||
Stock purchase agreements | - | 516,586 | |||||||
Current maturities of long-term debt | 887,001 | 680,859 | |||||||
Total current liabilities | 2,297,354 | 2,396,863 | |||||||
Long-term debt, less current maturities | 2,877,041 | 2,230,810 | |||||||
Total liabilities | 5,174,395 | 4,627,673 | |||||||
Minority Interest | 260,388 | 256,575 | |||||||
Stockholders' deficit: | |||||||||
Common stock - $.001 par value, authorized 50,000,000 | |||||||||
shares; issued 38,604,179 and 46,720,726 shares | 38,604 | 46,721 | |||||||
Additional paid-in capital | 2,220,546 | 4,128,598 | |||||||
Accumulated deficit | (3,756,788) | (4,998,870) | |||||||
Total stockholders' deficit | (1,497,638) | (823,551) | |||||||
$ 3,937,145 | 4,060,697 | ||||||||
See accompanying notes to consolidated financial statements. | |||||||||
BP INTERNATIONAL, INC. | ||||||||||
Consolidated Statements of Operations | ||||||||||
Six Months Ended | Three Months Ended | |||||||||
November 30, | November 30, | |||||||||
2004 | 2003 | 2004 | 2003 | |||||||
(Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||
Revenues: | ||||||||||
Net sales | $ 2,518,950 | 2,528,866 | 976,511 | 1,245,232 | ||||||
Cost and expenses: | ||||||||||
Cost of goods sold | 1,878,575 | 2,291,302 | 750,361 | 1,180,013 | ||||||
Selling, general and administrative | 1,625,948 | 1,022,442 | 768,817 | 465,083 | ||||||
3,504,523 | 3,313,744 | 1,519,178 | 1,645,096 | |||||||
Operating loss | (985,573) | (784,878) | (542,667) | (399,864) | ||||||
Other expense: | ||||||||||
Interest | 256,509 | 94,580 | 109,956 | 36,434 | ||||||
Other | - | 5,280 | - | 1,075 | ||||||
Loss before income taxes | (1,242,082) | (884,738) | (652,623) | (437,373) | ||||||
Provision for income taxes | - | - | - | - | ||||||
Net loss | $ (1,242,082) | (884,738) | (652,623) | (437,373) | ||||||
Basic loss per share | $ (0.03) | (0.02) | (0.02) | (0.01) | ||||||
Diluted loss per share | $ (0.03) | (0.02) | (0.02) | (0.01) | ||||||
Weighted average number of shares | ||||||||||
outstanding - basic | 40,167,329 | 38,237,807 | 41,477,456 | 38,286,664 | ||||||
Weighted average number of shares | ||||||||||
outstanding - diluted | 40,167,329 | 38,237,807 | 41,477,456 | 38,286,664 | ||||||
See accompanying notes to consolidated financial statements. | ||||||||||
BP INTERNATIONAL, INC. | ||||||||||
Consolidated Statements of Cash Flows | ||||||||||
Six Months Ended | ||||||||||
November 30, | ||||||||||
2004 | 2003 | |||||||||
(Unaudited) | (Unaudited) | |||||||||
Cash flows from operating activities: | ||||||||||
Net loss | $ (1,242,082) | (884,738) | ||||||||
Adjustments to reconcile net loss to net cash | ||||||||||
used in operating activities: | ||||||||||
Depreciation and amortization | 34,172 | 29,770 | ||||||||
Stock purchase agreement for services | 69,300 | - | ||||||||
Issues of common stock for services and expenses | 174,721 | 35,200 | ||||||||
Minority interest in loss of subsidiary | (3,813) | - | ||||||||
Changes in operating assets and liabilities: | ||||||||||
Accounts receivable | 392,530 | 102,962 | ||||||||
Inventories | (100,955) | (52,728) | ||||||||
Prepaid expenses | 201,703 | (7,039) | ||||||||
Due from related parties and affiliate | (14,231) | (275,068) | ||||||||
Deposits | 2,071 | - | ||||||||
Accounts payable and accrued expenses | 74,582 | 327,540 | ||||||||
Net cash used in operating activities | (412,002) | (724,101) | ||||||||
Cash flows from investing activities: | ||||||||||
Purchases of property and equipment | (4,798) | (42,473) | ||||||||
Net cash used in investing activities | (4,798) | (42,473) | ||||||||
Cash flows from financing activities: | ||||||||||
Proceeds from stock purchase agreements | 452,000 | - | ||||||||
Proceeds from long-term debt | 200,000 | 906,410 | ||||||||
Payments on long-term debt | (227,373) | (129,711) | ||||||||
Net cash provided by financing activities | 424,627 | 776,699 | ||||||||
Increase in cash and cash equivalents | 7,827 | 10,125 | ||||||||
Cash and cash equivalents - beginning of period | 43,995 | 51,754 | ||||||||
Cash and cash equivalents - end of period | $ 51,822 | 61,879 | ||||||||
Noncash operating and financing activities: | ||||||||||
Common stock issued for prepaid expenses | $ 626,217 | - | ||||||||
Common stock issued for accounts payable and accrued expenses | $ 223,488 | - | ||||||||
Common stock issued for stock purchase agreements | $ 4,714 | - | ||||||||
Common stock issued for long-term debt | $ 825,000 | - | ||||||||
See accompanying notes to consoldiated financial statements.. | ||||||||||
BP INTERNATIONAL, INC.
Notes to Consolidated Financial Statements
November 30, 2004 and May 31, 2004
(1)Basis of Presentation of Financial Statements
The consolidated financial statements include the financial statements of BP International, Inc., its wholly owned subsidiary Ball Products, Inc. and the accounts of its 80% interest in Telas Olefines, S.A. de C.V. All significant intercompany balances and transactions have been eliminated in consolidation.
(2)Presentation of Unaudited Financial Statements
The unaudited financial statements have been prepared in accordance with rules of the Securities and Exchange Commission and, therefore, do not include all information and footnotes necessary for a fair presentation of financial position, results of operations and cash flows, in conformity with generally accepted accounting principles. The information furnished, in the opinion of management, reflects all adjustments (consisting only of normal recurring accruals) necessary to present fairly the financial position as of November 30, 2004, and results of operations and cash flows for the three and six month periods ended November 30, 2004 and 2003. The results of operations are not necessarily indicative of results which may be expected for any other interim period, or for the year as a whole.
(3)Common Stock Transactions
During the three months ended November 30, 2004, the Company had four outstanding loans convert to common stock. In these four transactions, the Company issued 5,763,010 shares of Common Stock for the reduction of $825,000 of long-term debt and $46,013 of accrued interest. The conversion price for the stock on these transactions was between $0.15 and $0.22 per share.
The Company also entered into four consulting contracts. Payments for these contracts consisted of 885,000 shares of common stock valued at $350,000.
BP INTERNATIONAL, INC.
(Formerly Allergy Immuno Technologies, Inc.)
Notes to Consolidated Financial Statements
November 30, 2004 and May 31, 2004
(4)Inventories
At November 30, 2004 and May 31, 2004, inventories consist of the following:
November 30, | May 31, | ||
2004 | 2004 | ||
Raw materials | $ 609,835 | 530,188 | |
Finished goods | 107,618 | 86,310 | |
Reserve for obsolescence | (60,000) | (60,000) | |
$ 657,453 | 556,498 |
ITEM 2b. Management's Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion of the financial condition and results of operations should be read in conjunction with the consolidated financial statements and related notes thereto. The following discussion contains certain forward-looking statements that involve risk and uncertainties. Our actual results could differ materially from those discussed herein. Factors that could cause or contribute to such differences include, but are not limited to, risks and uncertainties related to the need for additional funds, the rapid growth of the operations and our ability to operate profitably after the initial growth period is completed. We undertake no obligation to publicly release the results of any revisions to those forward-looking statements that may be made to reflect any future events or circumstances.
Results of Operations
For the Six Months Ended November 30, 2004
Sales. We had total sales of $2,518,950 in the six months ended November 30, 2004 compared to $2,528,866 in the comparable period in 2003, a nominal decrease of $9,916 or 0.4%.
Cost of Goods Sold. We had cost of goods sold of $1,878,575 in the six months ended November 30, 2004, representing approximately 74.6% of sales, compared to cost of goods sold of $2,291,302 in the comparable period in 2003, which represented 90.6% of sales. The decrease of $412,727 or 18.0% in the cost of goods sold in the present fiscal period occurred primarily because during the prior period we incurred additional cost due to rectifying deficiencies in the Collier County project. As we have reported in prior filings, we were contracted to construct outdoor shade structures for the Collier County school playgrounds in South Florida. We provided the manufacturing for the project, and one of our large clients contracted to perform the general contracting and installation. An engineer we hired for the project developed an inadequate design for several parts of the structure. Also, the bid documents upon which we based our design contained directives with respect to wind load for the project that were vaguely defined; as a result, the project did not meet adequate wind load requirements. All parties involved, the County, ourselves, the engineer, and the general contractor, participated in a workout. We have since completed the Collier County Project.
Operating Costs/Selling, General and Administrative. We had selling, general, and administrative costs of $1,625,948 in the six months ended November 30, 2004, approximately 64.5% of revenues, compared to $1,022,442 in the comparable period in fiscal 2003, 40.4% of revenues. This represents an increase of $603,506 or 59.0% in selling, general, and administrative expenses, and the increase is due to increased employee health care, and employee benefit costs, increased professional fees, and increased freight charges.
Operating (Loss)/Profit. Operating loss for the six months ended November 30, 2004 was $(985,573) compared to operating loss of $(784,878) in the comparable period in 2003, an increase of $200,695 or 25.6%. The increase in operating loss, though mitigated by our decrease in cost of goods sold, is attributable to the increase in our selling, general, and administrative costs as outlined above.
Other (Income) Expense. Other (income) and expense for the six months ended November 30, 2004 was $256,509 compared to $99,860 in the comparable period in 2003, an increase of $156,649 or 156.9%. The increase is due to increased interest expense.
Net (Loss)/Earnings. We reported a net loss of ($1,242,082) for the six months ended November 30, 2004 compared to a net loss of ($884,738) for the comparable period in 2003, an increase of $357,344, or 40.4%. The increase in loss, while mitigated by our decrease in cost of goods sold, is attributable primarily to the factors outlined above that contributed to our increased selling, general, and administrative expense, and increased interest expenses.
Liquidity and Capital Resources
Our principal source of working capital is income from operations, borrowings under our revolving credit facilities, and capital investment.
We have experienced losses in the last two years and have relied upon borrowings under our revolving credit facilities and capital investment to maintain liquidity and continue operations.
We have a revolving credit line which is secured by certain eligible receivables and certain eligible inventory. We can borrow up to 50% of our eligible inventory and up to 80% of our eligible receivables. The eligible inventory and eligible receivables is recalculated monthly, and audited quarterly. Presently, we have borrowed the maximum available under the credit line.
We have relied upon capital investment and loans from a principal shareholder DM Ventures, LLC, and its affiliate, LDM Holdings. We cannot guarantee that either DM Ventures or LDM Holdings will continue to provide capital and loans to maintain our liquidity. However, during the first two quarters of fiscal year 2005, we have been in negotiations with Laurus Master Funds in order to restructure our debt, credit line and further establish equity based borrowing capabilities. This negotiation is nearing completion as of November 30, 2004.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements to report.
Item 3. Evaluation of Disclosure Controls and Procedures.
(a) Evaluation of Disclosure Controls and Procedures. Regulations under the Securities Exchange Act of 1934 require public companies to maintain 'disclosure controls and procedures,' which are defined to mean a company's controls and other procedures that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. Within 90 days prior to the filing date of this Report (the 'Evaluation Date'), the Company's principal executive officer ('CEO') and principal financial officer ('CFO') carried out an evaluation of the effectiveness of the Company's disclosure controls and procedures. Based on those evaluations, as of the Evaluation Date, the Company's CEO and CFO believe:
(i) that the Company's disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and that such information is accumulated and communicated to the Company's management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure; and
(ii) that the Company's disclosure controls and procedures are effective.
(b) Changes in Internal Controls. There were no significant changes in our internal controls or, to our knowledge, in other factors that could significantly affect our internal controls subsequent to the evaluation date referred to above.
Item 4. LEGAL PROCEEDINGS
We filed a malpractice and negligence claim against American Civil Engineering Co. and John Herbert, the original designing engineer of the Collier County shade structure project.
A brief history of the Collier County shade structure project is as follows: We were contracted to construct outdoor shade structures for the Collier County school playgrounds in South Florida. We provided the manufacturing for the project, and one of our large clients contracted to perform the general contracting and installation. The engineer we hired for the project (American Civil Engineering Co. and John Herbert) developed an inadequate design for several parts of the structure. Also, the bid documents upon which we based our design contained directives with respect to wind load for the project that were vaguely defined; as a result, the project did not meet adequate wind load requirements. The shade structure at Collier County eventually failed, requiring us to make substantial expenditures to correct the project.
The initial meetings with the parties to our litigation against the engineers of the project indicate that an out of court settlement is likely, but the amount we would receive is uncertain.
Item 5. CHANGES IN SECURITIES AND USE OF PROCEEDS
The rights of security holders have not been materially modified during the reporting period.
Item 6. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
We submitted no votes to our security holders during the reporting period.
Item 7. EXHIBITS AND REPORTS ON FORM 8-K
a. Reports on Form 8-K. We filed the following reports on Form 8-K during the period of this report:
i. We made no reports on Form 8-K during the reporting period.
b. Exhibits:
Exhibit 99.1. Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 99.2. Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: January 12, 2005
BP International, Inc.
Registrant
By /s/ Larry Ball
____________________________
Larry Ball
President & CEO
CERTIFICATION
I, Larry Ball, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of BP International, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and I have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: January 12, 2005
By /s/ Larry Ball
____________________________
Larry Ball
President & CEO
CERTIFICATION
I, Emmett Ball, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of BP International, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and I have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: January 12, 2005
By: /s/Emmett Ball
____________________________
Emmett Ball
Chief Financial Officer
=========================================================================
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of BP International, Inc. (the "Company") on Form 10-Q for the period ended November 30, 2004, as filed with the Securities Exchange Commission on date hereof (the "Report"), I, Larry Ball, the Chief Executive Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: January 12, 2005
By /s/ Larry Ball
____________________________
Larry Ball
President & CEO
=========================================================================
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of BP International, Inc. (the "Company") on Form 10-Q for the period ended November 30, 2004, as filed with the Securities Exchange Commission on date hereof (the "Report"), I, Emmett Ball, the Chief Financial Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: January 12, 2005
By: /s/Emmett Ball
____________________________
Emmett Ball
Chief Financial Officer
