September 19, 2005
via U.S. Mail
George J. Zilich
Chief Financial Officer and General Counsel
BPI Industries Inc.
30775 Bainbridge Road, Suite 280
Solon, Ohio
44139
Re: BPI Industries, Inc.
Amendment No. 2 to the Registration Statement on
Form S-1
Filed September 6, 2005
File No. 333-125483
Dear Mr. Zilich:
We have reviewed your amended 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 information so we may better understand your disclosure.
After
reviewing this information, we may raise additional comments.
Form S-1
General
1. Please update your financial statements, as required by Rule 3-
12
of Regulation S-X.
2. Please file updated consents from your independent accountants.
3. We note your response to prior comment 14. Please disclose the
information required by Item 304 of Regulation S-K regarding
changes
in and disagreements with accountants on accounting and financial
disclosure, as required by Item 11(i) of Form S-1.
Description of our Common Stock, page 52
4. We have considered your response number 13 but do not concur.
Based upon the contents of Exhibit A, it would appear that there
are
material differences between the substantive provisions governing
the
company under British Columbia law versus Delaware law that should
be
addressed further in the filing. For example, an investor may
deem
it relevant to an investment decision that as a shareholder of a
British Columbia corporation, they could only change the charter
of
the corporation with a two-thirds majority vote versus the lesser
requirement under Delaware law of a majority vote. Investors
should be provided with such material information relevant to them
making an informed investment decision. We reiterate our prior
comment. Please revise the disclosure accordingly.
Interim Consolidated Financial Statements (unaudited) as of and
for
the nine months ended April 30, 2005
Note 10 - Technical Services Agreement, page F-28
5. We note your response to comment 18 from our letter dated
August
29, 2005. Please tell us the specific accounting literature you
applied in reaching your conclusions on the accounting for the
stock
appreciation rights issued under the technical services agreement
with BHP Petroleum (Exploration) Inc. In your response, you may
wish
to explain your consideration of the guidance found within SFAS
133,
EITF 00-19, Footnote 4 and 5 to EITF 96-18 and/or SFAS 123.
6. Please tell us how you determine whether or not BHP is in
default
of the technical services agreement.
7. Please clarify whether or not BHP can enter into a Major
Transaction without the presence of a third party offer to try to
acquire control of your company in order to make the stock
appreciation rights exercisable.
8. Please clarify the nature of the services provided and extent
to
which BHP has provided services to you for each period that the
agreement has been in place.
Notes to Interim Consolidated Financial Statements (unaudited) as
of
and for the nine months ended April 30, 2005, F-24
9. Please enhance your policy disclosures to describe the nature
of
Income during the Evaluation Period to disclose that you will
begin
recording revenue once it has been determined that you have proved
reserves.
Closing Comments
As appropriate, please amend your registration statement 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 with your amendment that keys your responses to our
comments and provides any requested supplemental 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 filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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 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 connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of an amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Ryan Milne at (202) 551-3688 or in her
absence,
Jill Davis, Accounting Branch Chief at (202) 551-3683 if you have
comments on the financial statements and related matters. Please
contact Mellissa Campbell Duru, at (202) 551-3757 or me at (202)
551-
3745 with any other questions.
Sincerely,
H. Roger Schwall
Assistant Director
cc: via facsimile
Derek Bork, Esq.
Thompson Hine LLP
(216) 566-5500 (fax)
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Mr. Zilich
BPI Industries Inc.
September 19, 2005
page 4
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010