UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-QSB

(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

FOR THE QUARTER ENDED August 31, 2004

Commission File No. 000-26189

BP INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)



|Delaware                                                       | 95-3937129                             
|-------------------------------------------------------------- | ---------------------------------------
|(State or other jurisdiction of incorporation or organization) | (I.R.S. employer identification number)

510 West Arizona Ave, DeLand, FL 32720

386.943.6222(Registrant's telephone number, including area code)

Copies to: Michael D. Spadaccini, Esq.
12531 El Camino Real, Unit A
San Diego CA 92130
Tel: (858) 350-5183; Fax: (619) 374-2027

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.001 per share

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES( ) NO (X)

Number of shares of the issuer's common stock, par value $.001, outstanding as of
August 31, 2004: 39,590,181 shares.

Item 1. Business

Our Principal Products and Markets

BP International, Inc. is a manufacturer of tennis court equipment, industrial fabrics, athletic field and gymnasium equipment, privacy and construction fence screening, fabric architecture shade structures and cabanas, sports lighting, and custom netting.

We manufacture products in five categories:

- 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, and 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. BP International has 53 employees and all are full-time employees.

Our Competition

We face significant competition in several markets in which we operate. Specifically, we face significant competition in the tennis equipment, which is a more mature market and moderate competition in the fencing fabrics market, which is a market that is relatively untapped. We do enjoy the advantage of being one of the largest manufacturers in both of those markets. In the shade structure market, which is a quickly developing market, we are a recent entrant, and we are gaining market share, but we are not the largest manufacturer.

Our Sources of Raw Materials

For the years ended May 31, 2004 and 2003, we purchased approximately 20% of total raw materials from a single supplier. In the event that certain raw material supplies were delayed or curtailed, the Company's ability to ship the related product in desired quantities and in a timely manner could be adversely affected. The Company has attempted to mitigate this risk by maintaining a long-term relationship with this supplier while developing new relationships with additional raw material sources.

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 research and development necessarily involves the controlled use of hazardous materials and chemicals. Although we believe that safety procedures for handling and disposing of such materials comply with the standards prescribed by state and federal regulations, the risk of accidental contamination or injury from these materials cannot be completely eliminated. In the event of such an accident, we could be held liable for any damages that result and such liability could exceed our resources. We may incur substantial costs to comply with environmental regulations.

The Historical Development of Our Business

Our wholly owned subsidiary, Ball Products, Inc. conducts our manufacturing operations. Ball Products, Inc. is a Florida corporation, founded in 1987 by Larry Ball and Emmett Ball, who are our current directors and officers. Ball Products, Inc. became part of BP International in April of 2003 when BP International (then we were called Allergy Immuno Technologies, Inc.) acquired Ball Products, Inc.

BP International, Inc. historically provided clinical testing services to physicians, laboratories and pharmaceutical firms in specialized areas of allergy and immunology under the name Allergy Immuno Technologies, Inc.

April of 2003, we acquired 100% of the voting common stock of Ball Products, Inc. In July of 2003, our shareholders voted to change our name from Allergy Immuno Technologies, Inc. to BP International, Inc.

Item 2a. FINANCIAL STATEMENTS

|BP INTERNATIONAL, INC.                                          
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|Consolidated Balance Sheets                                     
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|Assets                                                          
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|Current assets:                                                 
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|Other assets:                                                   
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|Liabilities and Shareholders' Equity (Deficit)                  
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|Current liabilities:                                            
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|Long-term debt, less
    current installments                   
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|Minority interest                                               
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|Shareholders' equity
    (deficit):                             
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|See accompanying
    notes to consolidated financial statements.



|BP INTERNATIONAL, INC.                                         
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|Consolidated Statements of Operations                          
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|Revenues:                                                      
|Net sales                                                      
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|Cost and expenses:                                             
|Cost of goods sold                                             
|Selling, general and
    administrative                        
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|Other expense:                                                 
|Interest                                                       
|Other                                                          
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|Provision for income
    taxes                                 
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|Basic loss per share                                           
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|Diluted loss per
    share                                     
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|Weighted average
    number of shares outstanding - basic      
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|Weighted average
    number of shares outstanding - diluted    
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|See accompanying
    notes to consolidated financial statements



|BP INTERNATIONAL, INC.                                         
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|Consolidated Statements of Cash Flows                          
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|Cash flows from
    operating activities:                      
|Net loss                                                       
|Adjustments to
    reconcile net loss to net cash              
|provided by (used
    in)operating activities:                 
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|Cash flows from
    investing activities:                      
|Purchases of
    property and equipment                        
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|Cash flows from
    financing activities:                      
|Proceeds from stock
    purchase agreements                    
|Proceeds from
    long-term debt                               
|Payments on
    long-term debt                                 
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|Cash and cash
    equivalents - beginning of period            
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|Cash and cash
    equivalents - end of period                  
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|Noncash operating
    and financing activities:                
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|Common stock issued
    for prepaid expenses                   
|Common stock issued
    for accounts payable                   
|Common stock issued
    for long-term debt                     
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|See accompanying
    notes to consolidated financial statements



BP INTERNATIONAL, INC.



Notes to Consolidated Financial Statements

August 31, 2004 and May 31, 2004





(1) Basis of Presentation of Financial Statements



The consolidated financial statements include the financial
  statements of BP International, Inc., its wholly owned subsidiary Ball
  Products, Inc. and the accounts of its 80% interest in Telas Olefines, S.A. de
  C.V. All significant intercompany balances and transactions have been
  eliminated in consolidation.



(2) Presentation of Unaudited Financial Statements



The unaudited financial statements have been prepared in
  accordance with rules of the Securities and Exchange Commission and,
  therefore, do not include all information and footnotes necessary for a fair
  presentation of financial position, results of operations and cash flows, in
  conformity with generally accepted accounting principles. The information
  furnished, in the opinion of management, reflects all adjustments (consisting
  only of normal recurring accruals) necessary to present fairly the financial
  position as of August 31, 2004, and results of operations and cash flows for
  the three month periods ended August 31, 2004 and 2003. The results of
  operations are not necessarily indicative of results which may be expected for
  any other interim period, or for the year as a whole.



(3) Stock Purchase Agreements



During the three months ended August 31, 2004, the Company
  entered into stock purchase agreements for the sale of 971,214 shares of its
  common stock. The shares of stock are to be sold at prices ranging from $.15
  to $.22 per share amounting to total sale proceeds of $202,000. The sale of
  this common stock is contingent upon the Company registering additional shares
  of its common stock. Additionally, 34,847 shares of the Company's common stock
  was issued as a partial consulting fee associated with the execution of these
  agreements.



Also in the current quarter, the Company entered into
  marketing agreements valued at $69,300 to be paid through the issuance of
  199,847 shares of its common stock. The issuance of this common stock is also
  contingent upon the Company completing a registration of its common stock.





BP INTERNATIONAL, INC.



Notes to Consolidated Financial Statements

August 31, 2004 and May 31, 2004





(4) Inventories



At August 31, 2004 and May 31, 2004, inventories consist of
  the following:





|                         | August 31, |  | May 31, 
|------------------------ | ---------- |  | --------
|                         | 2004       |  | 2004    
|                         |            |  |         
|Raw materials            | $ 470,398  |  | 530,188 
|Finished goods           | 79,832     |  | 86,310  
|Reserve for obsolescence | (60,000)   |  | (60,000)
|                         |            |  |         
|                         | $ 490,230  |  | 556,498 











ITEM 2b. Management's Discussion and Analysis of Financial
Condition and Results of Operations.

The following discussion of the financial condition and results of operations should be read in conjunction with the consolidated financial statements and related notes thereto. The following discussion contains certain forward-looking statements that involve risk and uncertainties. Our actual results could differ materially from those discussed herein. Factors that could cause or contribute to such differences include, but are not limited to, risks and uncertainties related to the need for additional funds, the rapid growth of the operations and our ability to operate profitably after the initial growth period is completed. We undertake no obligation to publicly release the results of any revisions to those forward-looking statements that may be made to reflect any future events or circumstances.

Results of Operations

For the Three Months Ended August 31, 2004

Sales. We had total sales of $1,542,439 in the three months ended
August 31, 2004 compared to $1,283,634 in the comparable period in 2003, an
increase of
20.2%. The increase in sales is attributable to increased sales and growth in
our ShadeZone product line.

Cost of Goods Sold. We had cost of goods sold of $1,128,214 in the
three months ended August 31, 2004, representing approximately 73.1% of sales, compared to cost of goods sold of $1,111,289 in the comparable period in
2003, which represented 86.57% of sales. The decrease in the proportion of cost of goods sold to sales in the present fiscal period
occurred primarily because during the prior period we incurred additional cost
due to rectifying deficiencies in the Collier County project. As we have
reporting in prior reports, we were contracted to construct outdoor shade structures for the Collier County school playgrounds in South Florida. We provided the manufacturing for the project, and one of our large clients contracted to perform the general contracting and installation. An engineer we hired for the project developed an inadequate design for several parts of the structure. Also, the bid documents upon which we based our design contained directives with respect to wind load for the project that were vaguely defined; as a result, the project did not meet adequate wind load requirements. All parties involved, the County, ourselves, the engineer, and the general contractor,  participated
in a workout. We have since completed the Collier County Project.

Operating Costs/Selling, General and Administrative. We had
selling, general, and administrative costs of $857,131 in the three months ended
August 31, 2004, approximately 55.5% of revenues, compared to $557,359 in the comparable period in fiscal
2003,
43.4% of revenues. This represents an increase of $299,772 in selling, general,
and administrative expenses, and the increase is due to increased employee
health care, and employee benefit costs, increased professional fees, and
increased freight charges.

Operating (Loss)/Profit. Operating loss for the three months ended
August 31, 2004 was ($442,906) compared to operating loss of ($385,014) in the comparable period in
2003, and increase of 15%. The increase in operating loss, while mitigated by
increased sales, is attributable to the increase in our selling,
general, and administrative costs as outlined above.

Other Income (Expense). Other income and (expense) for the three
months ended August 31, 2004 was ($146,553) compared to ($62,351) in the comparable period in
2003, an increase of
134.4%. The increase is due to  increased interest expense.

Net (Loss)/Earnings. We reported a net loss of ($589,459) for the
three months ended August 31, 2004 compared to a net loss of ($447,365) for the comparable period in
2003, an increase of $142,094, or 31.8%. The increase in loss, while mitigated
by increased sales, is attributable primarily to the factors outlined above that contributed to our
increased selling, general, and administrative expense, and increased interest expenses.

Liquidity and Capital Resources

Our principal source of working capital is income from operations, borrowings under our revolving credit facilities, and capital investment.

We have experienced losses in the last two years and have relied
upon borrowings under our revolving credit facilities and capital investment to
maintain liquidity and continue operations.

We have a revolving credit line which is secured by certain eligible receivables and certain eligible inventory. We can borrow up to 50% of our eligible inventory and up to 80% of our eligible receivables. The eligible inventory and eligible receivables is recalculated monthly, and audited quarterly. Presently, we have borrowed the maximum available under the credit line. In addition, at May 31, 2003, we are not in compliance with certain covenants associated with its revolving line of credit agreement.

During 2002 and early 2003, we began to more fully develop our industrial fabric operations. As a result, we incurred additional advertising, personnel and research and development costs associated with this effort. In addition, management has employed additional administrative, production and sales staff in anticipation of significantly increased sales volume (particularly with respect to industrial fabrics) in fiscal 2004 in accordance with our business plan. In connection with this effort, we have restructured its long-term debt obligations and has identified sources of additional equity capital.

Accordingly, we feel that the activities described in the preceding paragraph have positioned us to experience increased sales volume of more profitable industrial fabrics. Further, we contemplate that increased sales combined with anticipated additional capital contributions, will significantly improve operations and cash flow in 2004 and beyond. However, there can be no assurance that management will be successful in obtaining additional funding or in attaining profitable operations.

All parties are pleased with the final outcome of the project. We filed a
professional malpractice/negligence Complaint against American Civil Engineering
Co. and John Herbert, the original designing engineer on the Collier County
Project. Initial meetings with this party indicate an out of court settlement
may be reached, but the amount we would secure is uncertain.

We are, however, aware of a trend that we feel could potentially have a positive impact on our sales, revenue, and income. In the past several years, increasing attention has been paid to the potentially harmful effects of sun exposure, especially to our nation's youth. Our ShadeZone line of outdoor shade structures is designed to address this concern.

We have relied upon capital investment and loans from a principal shareholder, DM Ventures, LLC, and its affiliate LDM Holdings. We cannot guarantee, however, that either DM Ventures or LDM Holdings will continue to provide capital and loans to maintain our liquidity. If we cannot secure additional capital investment or loans in the upcoming year, our operations will be materially affected.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements to report.

Item 3. Evaluation of Disclosure Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures. Regulations under the Securities Exchange Act of 1934 require public companies to maintain 'disclosure controls and procedures,' which are defined to mean a company's controls and other procedures that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. Within 90 days prior to the filing date of this Report (the 'Evaluation Date'), the Company's principal executive officer ('CEO') and principal financial officer ('CFO') carried out an evaluation of the effectiveness of the Company's disclosure controls and procedures. Based on those evaluations, as of the Evaluation Date, the Company's CEO and CFO believe:

(i) that the Company's disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and that such information is accumulated and communicated to the Company's management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure; and

(ii) that the Company's disclosure controls and procedures are effective.

(b) Changes in Internal Controls. There were no significant changes in our internal controls or, to our knowledge, in other factors that could significantly affect our internal controls subsequent to the evaluation date referred to above.

Item 4. LEGAL PROCEEDINGS

We are not a party to any legal proceedings except as
further described herein.

Item 5. CHANGES IN SECURITIES AND USE OF PROCEEDS

The rights of security holders have not been materially modified during the reporting period.Item 6. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSWe submitted no votes to our security holders during the reporting period.

Item 7. EXHIBITS AND REPORTS ON FORM 8-Ka. Reports on Form 8-K. We filed the following reports on Form 8-K during
the period of this report:

> i. On June 18, 2004, we reported the Acquisition or
>   Disposition of Assets on Form 8-K.
>   ii. On August 13, 2004, we reported Financial in connection
>   with the Acquisition of assets on Form 8-K/A.

b. Exhibits:

Exhibit 99.1. Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 99.2. Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: October 20, 2004

BP International, Inc.

Registrant

By/s/ Larry Ball____________________________
Larry Ball
President & CEO

CERTIFICATION

I, Larry Ball, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of BP
International, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and I have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: October 20, 2004

By/s/ Larry Ball____________________________
Larry Ball
President & CEO

CERTIFICATION

I, Emmett Ball, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of BP
International, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and I have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: October 20, 2004

By: /s/ Emmett Ball
____________________________ 
Emmett Ball 
Chief Financial Officer

=========================================================================

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, 
AS ADOPTED PURSUANT TO SECTION 906 OF THE 
SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of BP International,
Inc. (the "Company") on Form 10-Q for the period ended August 31, 2004, as filed with the Securities Exchange Commission on date hereof (the "Report"), I, Larry Ball, the Chief Executive Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: October 20, 2004

By/s/ Larry Ball____________________________
Larry Ball
President & CEO

=========================================================================

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, 
AS ADOPTED PURSUANT TO SECTION 906 OF THE 
SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of BP International,
Inc. (the "Company") on Form 10-Q for the period ended August 31, 2004, as filed with the Securities Exchange Commission on date hereof (the "Report"), I, Emmett Ball, the Chief Financial Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: October 20, 2004

By: /s/ Emmett Ball
____________________________ 
Emmett Ball 
Chief Financial Officer