**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, 2005       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)  

  **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 o NO x    

Number of shares of the issuer's common stock, par  value $.001, outstanding as of November 30, 2005: 51,806,024 shares.

**BP INTERNATIONAL, INC.****Table of Contents**

| **Part********I.****Financial Information   **                                                                                                                                                                                                                                                                                                              | **Page** |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------|
| **Item  1 – Condensed Consolidated Financial Statements (Unaudited)  **                                                                                                                                                                                                                                                                                    |          |
| **Condensed Consolidated  Balance Sheet –****November 30, 2005****  **                                                                                                                                                                                                                                                                                     | **3**    |
| **Condensed Consolidated  Statements of Operations –****                Six months ended****November 30, 2005****and 2004****                Three months ended****November 30, 2005****and 2004  ** | **4**    |
| **Condensed Consolidated  Statement of Stockholders’ Deficit –****                Six months ended November 30, 2005    **                                                                                                                                           | **5**    |
| **Condensed Consolidated  Statements of Cash Flows****                Six months ended****November 30, 2005****and 2004 **                                                                                                                                                                 | **6**    |
| **Item  2 - Management Discussion and Analysis    **                                                                                                                                                                                                                                                                                                   | **12**   |
| **Item  3 – Controls and Procedures **                                                                                                                                                                                                                                                                                                                          | **17**   |
| **Part  II. Other Information     **                                                                                                                                                                                                                                                                                                              | **17**   |
| **Item  1 – Legal Proceedings**                                                                                                                                                                                                                                                                                                                                      | **17**   |
| **Item  2 – Unregistered Sales of Equity Securities and Use of Proceeds **                                                                                                                                                                                                                                                                                      | **17**   |
| **Item  3 – Defaults Upon Senior Securities  **                                                                                                                                                                                                                                                                                                            | **17**   |
| **Item  4 – Submission of Matters to a Vote of Security Holders **                                                                                                                                                                                                                                                                                              | **18**   |
| **Item  5 – Other Information   **                                                                                                                                                                                                                                                                                                                    | **18**   |
| **Item  6 – Exhibits           **                                                                                                                                                                                                                                                                             | **19**   |

-2-**CONDENSED CONSOLIDATED BALANCE SHEETS   NOVEMBER 30, 2005**  (Unaudited) 

| **ASSETS**                                                    |                                                           |
|---------------------------------------------------------------|----------------------------------------------------------------|
| **Current assets**                                            |                                                           |
| ** **                                                    | Cash and cash equivalents                                      | $137,112 |
|                                                          | Accounts receivable, net of    allowance for doubtful accounts |   |
|                                                          |                                                           | of $95,000 | 968,432 |
|                                                          | Other receivables                                              | 89,279 |
|                                                          | Inventories, net                                               | 794,663 |
|                                                          | Prepaid expenses and other    current assets                   |         151,327 |
|                                                          |                                                           |   | Total current assets |      2,140,813 |
|                                                          |                                                           |   |   |   |   |   |   |
| **Plant and equipment,** net of accumulated depreciation **** |                                                           |
| ** **                                                    | of $702,044                                                    |       1,448,131 |
| ** **                                                    |                                                           |   |   |   |   |   |   |
| **Other assets**                                              |                                                           |
| ** **                                                    | Debt issuance costs, net of    accumulated amortization of     |   |
| ** **                                                    |                                                           | $94,570 | 187,930 |
| ** **                                                    | Deposits                                                       |   |      13,495 |
| ** **                                                    |                                                           |   | Total other assets | 201,425 |
|                                                          |                                                           |   |   |   |   |   |                   |
| **Total Assets**                                              | $3,790,369                                                     |
|                                                          |                                                           |   |   |   |   |   |   |
| **LIABILITIES AND STOCKHOLDERS' DEFICIT**                     |                                                           |
| **Current liabilities**                                       |                                                           |
| ** **                                                    | Current portion of    long-term debt, net of $447,273          |   |
|                                                          |                                                           | in unamortized discount | $1,947,500 |
|                                                          | Accounts payable                                               | 1,424,105 |
|                                                          | Accrued expenses                                               | 225,619 |
|                                                          | Note payable                                                   |         35,000 |
|                                                          |                                                           |   | Total current liabilities |      3,632,224 |
|                                                          |                                                           |   |   |   |   |   |   |
| **Long-term liabilities**                                     |                                                           |
|                                                          | Long-term debt, less    current portion                        |    1,899,052 |
|                                                          |                                                           |   |   |   |   |   |   |
| **Commitments and    contingencies**                          |                                                           |
|                                                          |                                                           |   |   |   |   |   |   |
| ** **                                                    | Common stock                                                   | 51,806 |
| ** **                                                    | Additional paid-in capital                                     | 5,597,407 |
| ** **                                                    | Stock subscription payable                                     | 86,586 |
|                                                          | Accumulated deficit                                            |      (7,476,706) |
|                                                          |                                                           |   | Total stockholders' deficit | (1,740,907) |
|                                                          |                                                           |   |   |   |   |   |                    |
| **Total Liabilities and    Stockholders' Deficit**            | $3,790,369                                                     |

 

The  accompanying notes to condensed consolidated financial statements are an  integral part of these statements. 

-3-

**CONDENSED  CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE SIX MONTHS AND  THREE MONTHS ENDED NOVEMBER 30, 2005 AND 2004**(Unaudited)

| ** **                                                           | Six Months Ended                                                                                       | Three Months    Ended                                                                                  |
|----------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------|
| ** **                                                           | November 30,                                                                                           | November 30,                                                                                           |
| ** **                                                           | 2005                                                                                                   | 2004                                                                                                   | 2005 | 2004 |
| **Net sales**                                                        | $         3,482,548                                            | $         2,518,950                                            | $         1,644,748 | $            976,511 |
| ** **                                                           |                                                                                                   |                                                                                                   |   |   |
| **Cost of sales**                                                    | 2,582,239                                                                                              | 1,878,575                                                                                              | 977,223 | 750,361 |
| ** **                                                           |                   |                   |                   |                   |
| **Gross profit**                                                     | 900,309                                                                                                | 640,375                                                                                                | 667,525 | 226,150 |
| ** **                                                           |                                                                                                   |                                                                                                   |   |   |
| **Selling, general and administrative    expenses**                  | 1,499,654                                                                                              | 1,625,948                                                                                              | 780,506 | 768,817 |
| ** **                                                           |                   |                   |                   |                   |
| **Loss from operations**                                             |       (599,345)                                                               |    (985,573)                                                                            |     (112,981) |       (542,667) |
| ** **                                                           |                                                                                                   |                                                                                                   |   |   |
| **Other (expense)**                                                  |                                                                                                   |                                                                                                   |   |   |
| Interest expense, net                                                |              (344,594)                     |              (256,509)                     |              (179,503) |              (109,956) |
| Loss on disposal of fixed asset****                                  | (27,820)                                                                                               |             -                              | (27,820) |             - |
| ** **                                                           | (372,414)                                                                                              | (256,509)                                                                                              | (207,323) | (109,956) |
| ** **                                                           |                   |                   |                   |                   |
| **Net loss**                                                         | $      (971,759)                                                              | $   (1,242,082)                                                                              | $      (320,304) | $      (652,623) |
|                                                                 |                                                                                                   |                                                                                                   |   |   |
| **Weighted average shares outstanding –    basic and diluted** | 51,524,422                                                                                             | 40,167,329                                                                                             | 51,806,024 | 41,477,456 |
|                                                                 |                                                                                                   |                                                                                                   |   |   |
| **Basic and diluted loss per share**                                 | $            (0.02)                             | $            (0.03)                             | $            (0.01) | $            (0.02) |

 

 

The accompanying notes to condensed  consolidated financial statements are an integral part of these statements.

-4-

**CONDENSED CONSOLIDATED  STATEMENTS OF STOCKHOLDERS’ DEFICITFOR THE SIX MONTHS ENDED NOVEMBER 30, 2005 and 2004**(Unaudited)

| ** **                               | **Common Stock**          | ** **                                                                       | ** **                                                                                    | ** **                                                                                    | ** **                                                                         |
|------------------------------------------|---------------------------|----------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------|
| ** **                               | **Shares**                | **Amount**                                                                       | **Additional Paid-in    Capital**                                                             | **Stock Subscription    Payable**                                                             | **Accumulated Deficit**                                                            | **Total Stockholders’    Deficit** |
| **Balance,****May 31, 2005******         | 50,539,144                | $             50,539 | $         5,366,840                                   | $            182,919                   | $        (6,504,947)                            | $           (904,649) |
| ** **                               |                      |                                                                             |                                                                                          |                                                                                          |                                                                               |   |
| Issuance    of common stock for services | 829,000                   | 829                                                                              | 136,411                                                                                       | -                                                                         | -                                                              | 137,240 |
| ** **                               |                      |                                                                             |                                                                                          |                                                                                          |                                                                               |   |
| Conversion    of debt to equity          | 437,880                   | 438                                                                              | 95,895                                                                                        |                (96,333) | -                                                              | -     |
| ** **                               |                      |                                                                             |                                                                                          |                                                                                          |                                                                               |   |
| Loans    to stockholders                 | -     | -                                                            |                (24,502) | -                                                                         | -                                                              |                (24,502) |
| ** **                               |                      |                                                                             |                                                                                          |                                                                                          |                                                                               |   |
| Loans    from stockholders               | -     | -                                                            | 22,763                                                                                        | -                                                                         | -                                                              | 22,763 |
| ** **                               |                      |                                                                             |                                                                                          |                                                                                          |                                                                               |   |
| Net loss                                 | -     | -                                                            | -                                                                         | -                                                                         |              (971,759) |              (971,759) |
| ** **                               |                      |                                                                             |                                                                                          |                                                                                          |                                                                               |   |
| **Balance,****November 30, 2005******    | 51,806,024                | $      51,806                                           | $         5,597,407                                   | $              86,586        | $        (7,476,706)                            | $        (1,740,907) |

**The accompanying notes to condensed consolidated  financial statements are an integral part of these statements.**

 

**-5-**

**CONDENSED CONSOLIDATED  STATEMENTS OF CASH FLOWSFOR THE SIX MONTHS ENDED NOVEMBER 30, 2005 AND 2004**(Unaudited)

| ** **                                                                                                              | **2005**                                                                                                                                      |                                                                                                                                    | **2004** |
|-------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------|----------|
| **Cash flows from operating activities**                                                                                |                                                                                                                                          |                                                                                                                                    |
| Net loss                                                                                                                | $           (971,759)                                                                       | $        (1,242,082)                                                                                 |
| Adjustments    to reconcile net loss to net cash used in operating activities:                                          |                                                                                                                                          |                                                                                                                                    |
| Depreciation and    amortization                                                                                        | 117,672                                                                                                                                       | 34,172                                                                                                                                  |
| Amortization of discount    on convertible debt                                                                         | 113,404                                                                                                                                       | -                                                                                                                   |
| Loss on disposal of    equipment                                                                                        | 27,820                                                                                                                                        |                                                                                                                                    |
| Stock purchase agreement    for services                                                                                | -                                                                                                                         | 69,300                                                                                                                                  |
| Common stock issued for    services and interest                                                                        | 16,500                                                                                                                                        | 174,721                                                                                                                                 |
| (Increase) decrease in    certain assets:                                                                               |                                                                                                                                          |                                                                                                                                    |
| Accounts    receivable                                                                                                  |    (75,065)                                                                                                                         | 392,530                                                                                                                                 |
| Other receivables                                                                                                       |                  (6,150)                                      | -                                                                                                                   |
| Due from affiliate                                                                                                      | -                                                                                                                         |                (14,231)                                           |
| Inventories                                                                                                             | 28,259                                                                                                                                        | (100,955)                                                                                                                               |
| Prepaid expenses and    other current assets                                                                            | 73,649                                                                                                                                        | 201,703                                                                                                                                 |
| Deposits                                                                                                                |                (13,495)                                                 | 2,071                                                                                                                                   |
| Increase (decrease) in    certain liabilities:                                                                          |                                                                                                                                          |                                                                                                                                    |
| Accounts    payable                                                                                                     | 452,236                                                                                                                                       | 74,582                                                                                                                                  |
| Accrued    expenses                                                                                                     |         32,168                                                                                        |             (3,813)                                                              |
| Total adjustments                                                                                                       | 766,998                                                                                                                                       | 830,080                                                                                                                                 |
|                                                                                                                    |                                                     |                                |
| Net cash used in operating    activities                                                                                |         (204,761)                                                                                          |       (412,002)                                                                                           |
|                                                                                                                    |                                                                                                                                          |                                                                                                                                    |
| **Cash flows from investing activities**                                                                                |                                                                                                                                          |                                                                                                                                    |
| Purchases of equipment                                                                                                  |                (27,864)                                                 |                  (4,798)                                |
|       Proceeds from disposal of equipment                                                                     |       39,359                                                                                                    |                  -                                 |
|            Net cash provided by  (used in ) investing activities | 11,495                                                                                                                                        | (4,798)                                                                                                                                 |
|                                                                                                                    |                                                                                                                                          |                                                                                                                                    |
| **Cash flows from financing activities**                                                                                |                                                                                                                                          |                                                                                                                                    |
| Proceeds from stock    purchase agreements                                                                              | -                                                                                                                         | 452,000                                                                                                                                 |
| Proceeds from short-term    debt                                                                                        | 35,000                                                                                                                                        | -                                                                                                                                  |
| Proceeds from long-term    debt                                                                                         | -                                                                                                                                        | 200,000                                                                                                                                 |
| Principal payments on    long-term debt                                                                                 |              (131,409)                                                            |              (227,373)                                                      |
| Borrowings on line of    credit                                                                                         | 3,620,306                                                                                                                                     |                   -                                               |
| Repayments on line of    credit                                                                                         |           (3,568,462)                                                                            | -                                                                                                                                       |
| Loans to stockholders                                                                                                   |                (24,502)                                                 | -                                                                                                                                       |
| Loans from stockholders                                                                                                 |         22,763                                                                                        |                  -                                 |
| Net cash (used in) provided    by financing activities                                                                  |                (46,304)                                                 | 424,627                                                                                                                                 |
|                                                                                                                    |                                                                                                                                          |                                                                                                                                    |
| **Net (decrease) increase  in cash    and cash equivalents**                                                       |              (239,570)                                                            | 7,827                                                                                                                                   |
|                                                                                                                    |                                                          |                                                    |
| **Cash and cash equivalents,**beginning of period                                                                       | 376,682                                                                                                                                       | 43,995                                                                                                                                  |
|                                                                                                                    |                                                          |                                                    |
| **Cash and cash equivalents,** end of period                                                                            | $          137,112                                                                               | $              51,822                                                  |
| ** **                                                                                                              |                                                                                                                                          |                                                                                                                                    |
| **Supplemental disclosure of cash flow information:**                                                                   |                                                                                                                                          |                                                                                                                                    |
| Cash paid for interest                                                                                                  | $            152,621                                                                   | $             60,385                                                   |
| Cash paid for income    taxes                                                                                           | $                       -  | $                      -  |
| Issuance of common stock    in settlement of accounts payable and accrued expenses                                      | $                       -  | $            223,488                                                             |
| Issuance of common stock    in extinguishment of long-term debt                                                         | $              96,333                                                        | $            825,000                                                             |
| Issuance of common stock    for stock purchase agreements                                                               | $                        - | $                4,714                                       |
| Issuance of common stock    for expenses                                                                                | $            137,240                                                                   | $            626,217                                                             |

#  

The accompanying notes to condensed consolidated  financial statements are an integral part of these statements.

 

-6-

**Notes to condensed consolidated  financial statements (unaudited)**

1. **Organization  and Summary of Significant Accounting Policies:********(a)  Basis of  Presentation****--**The condensed consolidated financial statements  include the financial statements of BP International, Inc., its wholly owned subsidiaries  Ball Products, Inc. and the accounts of its 100% interest in Telas Olefines,  S.A. de C.V (the Company). All significant intercompany balances and  transactions have been eliminated in consolidation.The accompanying condensed  consolidated financial statements are unaudited and have been prepared by the  Company in accordance with the rules and regulations of the Securities and  Exchange Commission (SEC). Accordingly, certain information and footnote  disclosures usually found in financial statements prepared in accordance with  generally accepted accounting principals have been condensed or omitted. The  financial statements should be read in conjunction with the consolidated  financial statements and related notes included in the Company’s Form 10-KSB,  as filed with the SEC on September 14, 2005.  The accompanying condensed  consolidated financial statements reflect all adjustments (consisting of normal  recurring adjustments) which, in the opinion of management, are necessary to  present fairly the financial position and the results of operations for the  interim periods presented. The results of operations for an interim period are not  necessarily indicative of the results of operations for a full fiscal year.**(b)  Corporate  Organization****--**BP International, Inc. (the “Company” or “BP”)  operations consist primarily of the manufacture and sale of sports field  equipment and industrial fabrics used commercially as wind and privacy screen  to customers throughout the United States. Additionally, the Company manufactures and installs  shade structures.On May 31, 2004 the Company completed the acquisition of 80% of the  outstanding stock of Telas Olefines, S.A. de C.V. (Telas), a Mexican  corporation previously controlled by the Company’s principal stockholders.  Telas is located near Mexico    City and  includes a 25,000 square foot fabric knitting plant. In exchange for the 80%  interest acquired, the Company forgave unsecured loans receivable amounting to  $1,041,552. The loans had been extended to Telas primarily to construct the physical  plant and acquire the related fabric knitting equipment. One of the directors  of the Company retained a 20% interest in Telas and functions as the general  manager of the manufacturing facility. On May 31, 2005, the Company acquired the remaining interest in Telas  for forgiveness of loans receivable in the amount of $260,388.**(c) Use of Estimates**--The preparation of financial statements in conformity  with accounting principles generally accepted in the United States of America,  requires management to make estimates and assumptions that affect the reported  amounts of assets and liabilities, the disclosed amounts of contingent assets  and liabilities at the date of the financial statements, and the amounts of  revenues and expenses recognized during the reporting period. Actual results  could differ from those estimates.**(d) Foreign Currency Translation**--Telas uses its local currency as the functional  currency.  The functional currency is  translated into U.S. dollars for balance sheet accounts using the month end  rates in effect as of the balance sheet date and average exchange rate for revenue  and expense accounts for each respective period.  Translation adjustments are deferred as a  separate component of stockholders’ equity, within other comprehensive  income.  Gains or losses resulting from  transactions denominated in foreign currencies are included in other income or  expense, within the consolidated statements of earnings.  At November 31, 2005 and 2004, translation adjustments were not material. 

-7-

**2. Going  Concern and Management’s Plan:**

The Company’s financial statements have been presented  on a going concern basis, which contemplates the realization of assets and the  satisfaction of liabilities in the normal course of business. As described  herein, the liquidity of the Company has been affected by net losses in the first  and second quarter 2006, and fiscal years 2005 and 2004. Accordingly, these  conditions raise substantial doubt about the Company’s ability to continue as a  going concern.  Historically, the Company’s  losses have been financed through third party financing and loans from DM  Ventures on terms that may have not been available from other sources.  The Company’s realization of assets and satisfaction  of liabilities in the ordinary course of business are dependent upon several  factors including the Company’s ability to secure additional funding through  investment groups to provide liquidity, third party financing, and the  generation of sufficient cash flow to satisfy its obligations on a timely  basis.  The Company as a part of its plan towards resolving  these issues has taken the actions as described below.  Although management believes these actions  will improve operations and liquidity, there can be no assurance that these  actions will improve operations or liquidity, or occur on terms acceptable to  the Company.

- During 2005, the  operations and processes of the Company were analyzed and restructured to  obtain greater efficiencies in production and distribution, whereby enabling a  higher gross margin. Management has continued to evaluate operations as well  and has made several other changes in management and personnel that are  designed to improve product distribution, project completion and on-time  delivery.  Management believes that these  efficiencies have positioned the Company to experience increased sales volume  of more profitable industrial fabrics and structures by our Shadezone division.  

- Effective October 31,        2005, the Chairman of       the Board of Directors and CEO, Larry Ball, resigned all officer level       positions with the Company, including that of president. On November        14, 2005 Larry Ball also       resigned from the Board of Directors of the Company. 

- On October 31,        2005 Mr. William C.       DeTemple was appointed to the position of Chief Executive Officer under a       consulting agreement to serve for a thirteen week period beginning November 1,        2005 for the amount of       $3,500 per week, plus expenses incurred.        On November 14, 2005 Mr. DeTemple was appointed to the Board of       Directors.  The consulting agreement       has subsequently expired and Mr. DeTemple is currently in negotiation with       the Board of Directors to renew the terms of said agreement.

 

- On October 31,        2005, Chief Financial       Officer Emmet Ball resigned all officer level positions with the Company,       including that of Chief Financial Officer.        On December 1, 2005 Emmet Ball also resigned from the Board of       Directors of the Company. 

- On November        18, 2005 Mr. William C.       DeTemple was appointed to the position of Chief Financial Officer. 

 

- The Company is       currently in negotiation with the holders of the convertible notes to       convert the notes payable in the amount of $1,050,000 into equity by May 31, 2006.

- The Company is       currently in negotiation with the holder of the mortgage to convert the       mortgage held on certain real property in the amount of $230,000 into       equity by May 31, 2006.

 

- The Company is       currently in negotiation with its financial institution to extend the over       advance waiver in the amount of $1,379,000 for an additional six months.       (See Note 8)

-8-

- The Company is evaluating       the potential sale of the Mexico manufacturing facility.  The sale is estimated to net       approximately $500,000 to $750,000 based on discussions with a  commercial real estate agent in Mexico.  Management       anticipates the sale would take place by June 1, 2006.  Since       this facility does not have external sales, the divestiture would have no       adverse impact on revenue or ongoing cash flow as the raw materials       manufactured at this facility could be procured at competitive pricing       from China.

- The Company is evaluating       the potential sale/leaseback of the Deland facility.  The sale is estimated to net       approximately $1,200,000 to $1,500,000 after capital gains taxes and       payoff of the existing mortgage.        This is based on discussions with a commercial real estate agent in       Deland.  Management anticipates the       sale would take place by June 1, 2006.  At the       time of the sale the terms of the lease will be negotiated with the new       owner of the facility.

 

The  Company’s current conditions have and are significantly affecting the Company’s  operating results and liquidity.  During  the months ahead, the Company will be forced to make difficult decisions  regarding, among other things, the future direction and capital structure of  the Company.  The Company is in the  process of retaining financial and legal advisors that will review the  financial alternatives available to the Company.

**3.   Inventories:**
|                           | **November 30, 2005**                               |
|--------------------------------|-----------------------------------------------------|
| Raw materials                  | $      663,271             |
| Work-in-process                | 138,605                                             |
| Finished goods                 | 64,787                                              |
| Less: Reserve for obsolescence |         (72,000) |
|                           | $       794,663       |

**   **
**4.   Related Party Transactions:**
**  5.   Stockholders’ Deficit:**
**  Common Stock**

-9-

**Preferred Stock**  The  Company is authorized to issue up to 100,000 shares of preferred stock, par  value $1.00 per share, the rights, preference and privileges of which may be  determined from time to time by the Board of Directors. The Board of Directors  is authorized to designate with respect to each series of preferred stock the  number of shares in each such series, the dividend rates and dates of payment,  voluntary and involuntary liquidation preferences, redemption prices, if any,  whether or not dividends shall be cumulative, and, if cumulative, the date or  dates from which the same shall be cumulative, the sinking fund provisions, if  any, and the terms and conditions on which shares can be converted into or  exchanged for shares of another class or series, and the voting rights, if any.  As of November 30, 2005  there were no shares of preferred stock issued and outstanding. Any preferred  stock issued will rank prior to the common stock as to dividends and as to  distributions in the event of liquidation, dissolution or winding up of the  Company. The ability of the Board of Directors to issue preferred stock, while  providing flexibility in connection with possible acquisitions and other  corporate purposes, could, among other things, adversely affect the voting  powers of holders of common stock. The preferred stock will, if issued, be  fully paid and assessable.

**Stock Options/Employee Incentive Plans**  During  the year ended May 31, 2004, the Company authorized 2,000,000 shares of stock under an S-8  Registration Statement for the purpose of issuing restricted, unrestricted or  performance share awards to officers, directors, employees, consultants and  advisors under the BP International, Inc. 2004 Stock Incentive Plan. The plan  provides for shares or options to be issued at 100% of the fair market value on  the date of the grant, unless the employee owns or is deemed to own more than  10% of the combined voting power of all classes of stock, the price shall be  not be less than 110% of fair market value on the grant date. Option terms  shall be no more than five years from the date of grant. There have been no  options or stock appreciation rights issued under the plan. Shares issued under  this plan are listed below under “Transactions”.

#### Transactions

During the fiscal quarter  ended August 31, 2005, the  Company issued 825,000 shares of common stock valued at $120,000 ($0.17 per  share) in exchange for the identification of technological and company  acquisition services from unrelated parties.

During  the fiscal quarter ended August 31, 2005, the Company issued 4,000 shares of common stock  valued at $740 ($0.19 per share) in exchange for advertising consulting services  from a related party.

During  the fiscal quarter ended August 31, 2005, the Company issued 437,880 shares of common stock  valued at $96,333 ($0.22 per share) in connection with the conversion of debt  to equity.

**Loss Per Share of Common Stock:**  Loss per share of common  stock has been computed based upon the weighted average number of common shares  outstanding during the years presented. Common stock equivalents resulting from  the issuance of convertible debt were not included in the calculation of  diluted earnings per share information since they were anti-dilative. 

**6.  Commitments and Contingencies:**

The  Company had previously filed a malpractice and negligence claim against an engineering  firm for work done related to a customer project. During 2005, the lawsuit was  settled out of court and the engineering firm agreed to pay the Company  $70,000. The Company has received $35,000 during the prior fiscal year.  The remaining $35,000 is included in other  current receivables as this amount is to be received no later than July 5, 2006.

-10-

**7. Short-Term Debt**  In November 2005, the Company issued a  convertible note payable to an individual secured by a fourth mortgage on  certain real property for $35,000. At the option of the holder, the note can be  converted to common stock at $0.05 per share.  **8. Long-Term Debt**  The  Company has a convertible note payable and a revolving credit facility due to a  financial institution based on eligible accounts receivable.  As of November 30, 2005, advances exceed eligible accounts receivable by  $1,379,000.  The total amount due at November 30,   2005 of the revolving credit  facility is $2,121,352 and has been included in the current portion of  long-term debt.  The financial  institution has waived the over advance until March 31, 2006.  The entire  loan balance has been included in the current portion of long-term debt as the  company is in default due to the over advance and other factors.  In event of default on the note, the holder,  at its option, may elect to require the Company to make a default payment of  120% of the outstanding principal amount of the Note, plus accrued but unpaid  interest, and all other amounts due.  The  Company is currently negotiating with the financial institution to extend the  over advance for an additional six months.   The financial institution has verbally agreed to the time extension in  principle pending no adverse findings in an accounts receivable audit that was  performed in November.    The  Company has received the necessary waiver from the holders of convertible notes  payables in the amounts of $1,050,000.   As a result of this waiver, the Company presently is not in default and the  holders of the notes have agreed to defer until maturity the payment of all  accumulated interest and other related charges due.  The  Company has received the necessary waiver from the holder of a mortgage note  payable in the amount of $230,000.  As a  result of the waiver, the Company presently is not in default on the mortgage  note payable as the lender has deferred the initial interest payment due under  the terms of the note until June 30, 2006.  The Company  is currently in negotiation with the lender as to the date the principal  payments will become due and payable.    The  Company has received the necessary waiver from a financial institution which is  the holder of the first mortgage on certain real property in the amount of  $847,117. As a result of this waiver, the Company presently is not in default  on the mortgage as the mortgagee has consented to and granted the execution and  delivery of the subordinate mortgages on the property encumbered by the first  mortgage. At November 30, 2005 long-term debt consisted of the following: 

|                                                 | **November 30, 2005**                             |
|------------------------------------------------------|---------------------------------------------------|
| Revolving credit facility to a financial institution | $    1,121,352                     |
| Convertible note payable to a financial institution  | 1,000,000                                         |
| Convertible notes payable                            | 1,050,000                                         |
| Mortgage note payable to an individual               | 230,000                                           |
| Mortgage note payable to a financial institution     | 847,117                                           |
| Note payable to a related party                      | 10,792                                            |
| Various loans payable to financial institutions      |         34,564 |
|                                                 | $    4,293,825                     |

-11-**9.   Subsequent Event**  In  the third fiscal quarter, the Company issued convertible notes payable to an  individual secured by a fourth mortgage on certain real property totaling $466,000.  At the option of the holder, these notes can be  converted to common stock at $0.05 per share.  In  December 2005, the Company issued a promissory note payable to an individual  secured by a mortgage on certain real property for $151,340.  The promissory note is to be paid in four  monthly installments at the rate of 12% interest.  The promissory note is due on April 30, 2006.  

----

  **Item 2. 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.     **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:     

| · | Tennis and Tennis Court    Equipment, such as windscreens and accessories, tennis nets, net posts,    benches, court cabanas, court accessories, divider netting, backdrop    curtains, protective padding, customized logos, volleyball equipment,    basketball equipment and tennis court lighting. |
|----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| · | Athletics Equipment, such    as turf protectors, field covers, windscreens, artificial turf mats, safety    rails and batting cages and frames. |
|----------|-------------------------------------------------------------------------------------------------------------------------------------------------|

| · | Fencing Fabrics, such as    privacy screens, decorative screens, kennel covers, horticultural fabrics,    silt fencing, safety fencing and temporary fencing. |
|----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------|

| · | Netting, made with knotted    and knotless nylon, knotted and knotless polyethylene, for sports activities    such as baseball, soccer, golf, volleyball, tennis, hockey, lacrosse,    football and for bird and scaffold netting. |
|----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| · | Shade Structures, Canopies    and Cabanas under the trade name 'ShadeZone®'. |
|----------|----------------------------------------------------------------------------------|

    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. The Company has 45 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 market, which is a more mature market  than any of our other divisions. 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. We are not, however, the  largest manufacturer.     

----

**Our Sources of Raw  Materials**      We purchase 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.    **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:     

| · | ShadeZone®   |
|----------|------------------|
| · | DuraScreen®  |
| · | DuraShade®   |
| · | PrivaScreen® |

  We have no patents, labor  agreements, license arrangements, franchise arrangements, royalty agreements or  concession arrangements.     **Hazardous Materials,  Government Regulation, and Environmental Compliance**    Our Company operations  involve 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. 

-13-

    **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.  William C. DeTemple serves as CEO  as of November 1, 2005. Ball  Products, Inc. became part of BP International, Inc. (BPI) in April of 2003  when BPI  (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.       In 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. ** **

** **

**Results of Operations**    **For the Six Months  Ended****November 30, 2005**    

----

Net Sales. We had net sales  of $3,482,548 in the six months ended November 30, 2005 compared to $2,518,950 in the comparable period in  2004, an increase of $963,598 or 38.3%. The increase was attributable to increased  orders for tennis nets, windscreens and Shadezone structures.        Cost of Sales. We had cost of  sales of $2,582,239 in the six months ended November 30, 2005, representing approximately 74.1% of net sales,  compared to cost of sales of $1, 878,575 in the comparable period in 2004,  which represented 74.6% of net sales.  The  increase of $703,664 in the cost of sales was principally due to purchasing of  materials in smaller lots (due to liquidity factors) and to increased volume of  38.3%.

Selling, General and  Administrative Expenses. We had selling, general and administrative expenses of  $1,499,654 in the six months ended November 30, 2005, approximately 43.1% of net  sales, compared to $1,625,948 in the comparable period in 2004, which  represented 64.5% of net sales. This represents a decrease of $126,294 or 21.4%  in selling, general and administrative expenses and is  due mainly to investor relations expenses incurred in the same quarter of 2004  which were not incurred in the reporting period and a reduction in payroll and  related expenses due to a decrease in headcount.    

Loss from operations  for the six months ended November 30,   2005 was $(599,345) compared  to loss from operations of $(985,573) in the comparable period in 2004, a  decrease of $386,228 or 39.2%. The decrease in loss from operations is  attributable mainly to construction and related costs for the Mexico plant and investor relations expenses incurred in the  same quarter of 2004 which were not incurred in the reporting period and a  reduction in payroll and related expenses due to a decrease in headcount.  Increased cost of sales was partially offset  by the decrease in SG&A costs as described above.  

Other expense for the six  months ended November 30, 2005 was $372,414 compared to $256,509 in the comparable  period in 2004, an increase of $115,905 or 45.2%. The increase is due to an  increase in interest expense as the company is currently unable to obtain  favorable interest rates and a loss from disposal of equipment.      Net loss for the six months  ended November 30, 2005 was  $(971,759) compared to a net loss of $(1,242,082) in the comparable period in  2004, a decrease of $270,323, or 21.8%.   The decrease in net loss is due to a decrease in SG&A costs offset  by an increase in other expense. 

**For the Three Months  Ended****November 30, 2005**  

----

Net Sales. We had net sales  of $1,644,748 for the three months ended November 30, 2005 compared to $976,511 in the comparable period in  2004, an increase of $668,237 or 68.4%.   The increase was attributable to increased orders for tennis nets,  windscreens and Shadezone structures. 

Cost of Sales.  We had cost of sales of $977,223 for the  three months ended November 30, 2005 representing approximately 59.4% of  net sales, compared to cost of sales  of $750,361 in the comparable period in 2004,  which represented 76.8% of net sales.   The increase of $226,862 in the cost of sales was principally due to changes  in our product mix, development of bidding policies and a decrease in re-engineering  and warranty work on our Shadezone structures.

Gross Profit.  We had gross profit of $667,525 for the three  months ended November 30, 2005 representing approximately 40.6% of sales, compared  to gross profit of $226,150 in the comparable period in 2004, which represented  23.2% of sales.  The increase of $441,375  was primarily due to a change in our product mix, and an increase in  re-engineering and warranty work on the Shadezone structures.

Selling, General and  Administrative Expenses.  We had  selling, general and administrative expenses of $780,506 for the three months  ended November 30, 2005, approximately 47.5% of net sales, compared to $768,817  in the comparable period in 2004, which represented 78.7% of net sales.  This represents an increase of $11,689 or  1.5%.

Loss from operations for the  three months ended November 30, 2005 of $(112,981) compared to loss from operations of  $(542,667) in the comparable period in 2004, a  decrease of $429,686 or 79.2%.  The  decrease in loss from operaions  is  attributable mainly to construction and related costs for the Mexico plant and investor relations expenses incurred in the  same quarter of 2004 which were not incurred in the reporting period and a  reduction in payroll and related expenses due to a decrease in headcount.  Increased cost of sales was partially offset  by the decrease in SG&A costs as described above.  

Other expense for the three  months ended November 30, 2005 was $207,323 compared to $109,956 in the comparable  period in 2004, an increase of $97,367 or 88.6%.  The increase is due to an increase in  interest expense and a loss from disposal of equipment.

Net loss for the three months  ended November 30, 2005 was  $(320,304) compared to a net loss of $(652,623) in the comparable period in  2004, a decrease of $332,319 or 50.9%. The decrease in net loss is due to a  decrease in SG&A costs offset by an increase in other expense. 

----

 **Liquidity and Capital  Resources**

As described in the notes to  condensed consolidated financial statements above, the liquidity of the Company  has been affected by net losses for the first and second quarters of  2006, and fiscal years 2005 and 2004,  conditions which raise substantial doubt about the combined Company’s ability  to continue as a going concern.

Management is of the opinion  that the activities described in the notes to the consolidated financial  statements have positioned the Company to experience increased sales volume of  more profitable industrial fabrics.  Further, management contemplates that  increased sales combined with anticipated additional capital contributions from  an investor group, and borrowing availability at more favorable terms will  significantly improve operations and cash flow in 2006.  Management expects cash flow from operations;  capital and borrowing will be adequate for the next twelve months.

Our principal source of  working capital borrowings are from our revolving credit facilities and capital  investments. We have experienced losses in the last three years and have relied  upon borrowings under our revolving credit facilities and capital investments  to maintain liquidity and continue operations. 

-15-

  Cash outflow from Operating  Activities for the six months ended November 30, 2005 $(204,761), which was largely due to the net loss.  Cash inflow from Investing Activities was $11,495 which was the result of cash  received on disposal of equipment, offset by net purchases of equipment. Cash outflow  from Financing Activities was $(46,304), the result of principal payments on  long term debt, offset by net loans from stockholders and borrowings under our  line of credit.  The Company has been over  advanced by approximately of $1,379,000 of eligible accounts receivable on its  revolving and minimum convertible note payable to financial institution due  December 2007. The financial institution has verbally waived the over advance  until March 31, 2006. The  entire loan balance has been included in the current portion of long-term debt  as the company is in default due to the over advance and other factors. In  event of default on the note, the holder, at its option, may elect to require  the Company to make a default payment of 120% of the outstanding principal  amount of the Note, plus accrued but unpaid interest, and all other amounts  due.The Company is currently negotiating with  financial institution to extend the over advance waiver for an additional six  months.  The financial institution has  agreed to the time extension in principle pending no adverse findings in an  accounts receivable audit that was performed in November.  As to the date of filing this quarterly report,  a report has not been issued to the Company detailing the audit findings.  The company intends to pay down this over  advance from capital contributions from an investor group.In November 2005, the Company issued a  convertible note payable to an individual secured by a fourth mortgage on  certain real property for $35,000. At the option of the holder, the note can be  converted to common stock at $0.05 per share.   The Company recorded a beneficial conversion benefit of $35,000 which  was limited to the amount of the debt, upon issuance of the note.  On  December   6, 2005, the Company issued convertible  notes payable to an individual secured by a fourth mortgage on certain real  property totaling $466,000.  At the  option of the holder, these notes can be converted to common stock at $0.05 per  share.  In the third fiscal quarter the  Company recorded a beneficial conversion benefit of $466,000 which was limited  to the amount of the debt, upon issuance of the notes.  In December 2005, the Company  issued a promissory note payable to an individual secured by a mortgage on  certain real property for $151,340.  The  promissory note is to be paid in four monthly installments at the rate of 12%  interest.  The promissory note is due on April 30, 2006.  In the third  fiscal quarter the Company recorded a current liability of $151,340.

The  Company is evaluating the potential sale of the Mexico manufacturing facility.  The sale is estimated to net approximately  $500,000 to $750,000 based on discussions with a commercial real estate agent  in Mexico.  Management  anticipates the sale would take place by June 1, 2006.  Since this  facility does not have external sales, the divestiture would have no adverse  impact on revenue or ongoing cash flow as the raw materials manufactured at  this facility could be procured at competitive pricing from China.

The  Company is evaluating the potential sale/leaseback of the Deland facility.  The sale is estimated to net approximately  $1,200,000 to $1,500,000 after capital gains taxes and payoff of the existing  mortgage.  This is based on discussions  with a commercial real estate agent in Deland.   Management anticipates the sale would take place by June 1, 2006.  At the time  of the sale the terms of the lease will be negotiated with the new owner of the  facility.

During the fiscal quarter ended August 31, 2005, the Company converted debt of $96,333 to equity by  issuing 437,880 shares of common stock to DM Ventures, Inc.

  **Off-Balance Sheet  Arrangements**

  -16-

  We have no off-balance sheet  arrangements to report.    **Item 3.**  **CONTROLS AND PROCEDURES**  **(A) Evaluation of  Disclosure Controls and Procedures**  As of the end of the period  covered by this report, the Company carried out an evaluation, under the  supervision and with the participation of the Company’s Principal Executive  Officer and Principal Financial Officer of the effectiveness of the design  and operation of the Company’s disclosure controls and procedures. The  Company’s disclosure controls and procedures are designed to provide a  reasonable level of assurance of achieving the Company’s disclosure control  objectives. The Company’s Principal Executive Officer and Principal Financial  Officer have concluded that the Company’s disclosure controls and procedures  are, in fact, effective at this reasonable assurance level as of the period  covered. In addition, the Company reviewed its internal controls, and there  have been no significant changes in its internal controls or in other factors  that could significantly affect those controls subsequent to the date of their  last evaluation or from the end of the reporting period to the date of this  Form 10-QSB.   

----

**(B) Changes In  Internal Controls Over Financial Reporting**      In connection with the  evaluation of the Company’s internal controls during the Company’s six months ended  November 30, 2005 the Company’s Principal Executive Officer and Principal  Financial Officer have determined that there are no changes to the Company’s  internal controls over financial reporting that has materially affected, or is  reasonably likely to materially effect, the Company’s internal controls over  financial reporting. 

 

**Part II.  Other  Information**      **Item 1. LEGAL PROCEEDINGS**     None       **Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS**  

None

**Item 3.  DEFAULTS  UPON SENIOR SECURITIES**  

The  Company has a convertible note payable and a revolving credit facility due to a  financial institution based on eligible accounts receivable.  As of November 30, 2005, advances exceed eligible accounts receivable by  approximately $1,379,000.  The total  amount due at November 30, 2005 of the revolving credit facility is $2,121,352 and  has been included in the current portion of long-term debt.  The financial institution has waived the over  advance until March 31, 2006.  The entire  loan balance has been included in the current portion of long-term debt as the  company is in default due to the over advance and other factors.  In event of default on the note, the holder,  at its option, may elect to require the Company to make a default payment of  120% of the outstanding principal amount of the Note, plus accrued but unpaid  interest, and all other amounts due.  The  Company is currently negotiating with the financial institution for a time  extension as described in the Liquidity section above.The  Company has received the necessary waiver from the holders of convertible notes  payables in the amounts $1,050,000.  As a  result of this waiver, the Company presently is not in default and the holders  of the notes have agreed to defer until maturity the payment of all accumulated  interest and other related charges due.

  -17-

  The  Company has received the necessary waiver from the holder of a mortgage note  payable in the amount of $230,000.  As a  result of the waiver, the Company presently is not in default on the mortgage  note payable as the lender has deferred the initial interest payment due under  the terms of the note until June 30, 2006.  The Company  is currently in negotiation with the lender as to the date the principal  payments will become due and payable.    The  Company has received the necessary waiver from a financial institution which is  the holder of the first mortgage on certain real property in the amount of  $847,117. As a result of this waiver, the Company presently is not in default  on the mortgage as the mortgagee has consented to and granted the execution and  delivery of the subordinate mortgages on the property encumbered by the first  mortgage.  

----

**Item 4. SUBMISSION OF  MATTERS TO A VOTE OF SECURITY HOLDERS**  On November 14, 2005 at a special meeting of the Board of directors, a  resolution was put forth and approved to amend the bylaws of the Company to  include a provision for indemnification of the officers and directors of the  company. **Item 5.  OTHER INFORMATION**

**None.**

----

  

** **** **

**Item 6. EXHIBITS AND OTHER  INFORMATION**      SignaturesCertifications

        -18-

 

**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: 2/22/06     **BP International,  Inc.**      Registrant     By */s/ William  DeTemple*  William C. DeTemple  President & CEO     

----

   **OFFICER’S CERTIFICATE****PURSUANT TO SECTION 302***

  I, William DeTemple, Chief  Executive Officer and Chief Financial Officer, certify that       1.   I  have reviewed this form 10-QSB for the six months ended November 30,   2005 of BP International,  Inc.;       2.   Based  on my knowledge, this 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 report;       3.   Based  on my knowledge, the financial statements, and other financial information  included in this report, fairly present in all material respects the financial  condition, results of operations and cash flows of the small business issuer as  of, and for, the periods presented in this report;       4.   The  small business issuer’s other certifying officer(s) and I are responsible for  establishing and maintaining disclosure controls and procedures (as defined in  Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and  have:       (a)    Designed such disclosure controls and procedures, or  caused such disclosure controls and procedures to be designed under our  supervision, to ensure that material information relating to the small business  issuer, including its consolidated subsidiaries, is made known to us by others  within those entities, particularly during the period in which this report is  being prepared;       (b)    Omitted;       (c)    Evaluated the effectiveness of the small business  issuer’s disclosure controls and procedures and presented in this report our  conclusions about the effectiveness of the disclosure controls and procedures,  as of the end of the period covered by this report based on such evaluation;  and       (d)    Disclosed in this report any change in the small  business issuer’s internal control over financial reporting that occurred  during the small business issuer’s most recent fiscal quarter (the small  business issuer’s fourth fiscal quarter in the case of an annual report) that  has materially affected, or is reasonably likely to materially affect, the  small business issuer’s internal control over financial reporting; and       5.   The  small business issuer’s other certifying officer(s) and I have disclosed, based  on my most recent evaluation of internal control over financial reporting, to  the small business issuer’s auditors and the audit committee of the small  business issuer’s board of directors (or persons performing the equivalent  functions):       (a)    All significant deficiencies and material weaknesses  in the design or operation of internal control over financial reporting which  are reasonably likely to adversely affect the small business issuer’s ability  to record, process, summarize and report financial information; and       (b)    Any fraud, whether or not material, that involves  management or other employees who have a significant role in the small business  issuer’s internal control over financial reporting.       

| Date:  2/22/06 | By:   */s/    William DeTemple*                        |
|----------------|-------------------------------------------------------------|
|           | Name: William DeTemple                                      |
|           | Title: Chief Executive    Officer / Chief Financial Officer |
|           |                                                        |

    *The introductory portion of  paragraph 4 of the Section 302 certification that refers to the certifying  officers’ responsibility for establishing and maintaining internal control over  financial reporting for the company, as well as paragraph 4(b), have been  omitted in accordance with Release No. 33-8545 (March 2, 2005) because the  compliance period has been extended for small business issuers until the first  fiscal year ending on or after July 15, 2006.     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXHIBIT 31.1- 

----

   

**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-QSB for  the six months ended November 30, 2005 as filed with the Securities and  Exchange Commission on the date hereof (the “Report”), the undersigned, in the  capacities and on the dates indicated below, hereby certifies pursuant to 18  U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley  Act of 2002, that to his 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 operation of the Company.     

| Date:   2/22/06 | By: */s/ William    DeTemple*                               |
|----------------------|-------------------------------------------------------------|
|                 | Name: William DeTemple                                      |
|                 | Title: Chief Executive    Officer / Chief Financial Officer |
|                 |                                                        |
|                 |                                                        |

    A signed original of this written  statement required by Section 906, or other document authentications,  acknowledging, or otherwise adopting the signature that appears in typed form  within the electronic version of this written statement required by Section  906, has been provided BP International, Inc. and will be retained by BP  International, Inc. and furnished to the Securities and Exchange Commission or  its staff upon request.     

----