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  Table of Contents

  FINANCIAL INFORMATION INDEX TO FINANCIAL STATEMENTS

[Adams and Reese LLP letterhead]

June 20, 2005

Mr.
H. Roger Schwall

Assistant Director

Division of Corporation Finance

United States Securities and Exchange Commission

One Station Place

Washington, D.C. 20549

Re:BPZ Energy, Inc.

Form SB-2 filed February 14, 2005

Amendment No. 1 to Form SB-2 filed June 8, 2005

File No. 333-122816

Dear
Mr. Schwall:

        Per
my conversation with Ms. Mellissa Duru on June 12, 2005, we are transmitting herewith the attached marked copy of Amendment No. 1 to the Form SB-2 filed on June 8, 2005 by BPZ
Energy, Inc. Please review the marked copy in connection with our letter dated June 8, 2005 in response to the Commission Staff's comments.

        If
you have any further questions or comments, please contact Mark Coffin at (713) 308-0109.

Very truly yours,

ADAMS AND REESE LLP

/s/  ELAINE H. TIPPITT       Elaine H. Tippitt

Enclosure

cc:Ms.
Mellissa Campbell Duru

Mr. Ron Winfrey
 United States Securities and Exchange Commission

Mr.
Manolo Zuñiga

Mr. Randy Keys
 BPZ Energy, Inc.

Mr.
Mark W .Coffin
 Adams and Reese LLP

As filed with the Securities and Exchange Commission on June 8, 2005

Registration No. 333-122816

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
  Washington, D.C. 20549

Amendment No. 1 to

FORM SB-2
  REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

BPZ Energy, Inc.
  (Exact name of registrant as specified in its charter)

Colorado

(State or other jurisdiction of

incorporation or organization)

1311

(Primary Standard Industrial

Classification Code Number)

33-0502730

(I.R.S. Employer

Identification No.)

11999 Katy Freeway, Suite 560

Houston, Texas 77079

(281) 556-6200
 (Address, including zip code, and telephone number, including

area code, of registrant's principal executive offices)

Manuel Pablo Zúñiga-Pflücker

President and CEO

11999 Katy Freeway, Suite 560

Houston, Texas 77079

(281) 556-6200
 (Name, address, including zip code, and telephone number,

including area code, of agent for service)

 Copies to:

Mark W. Coffin

Adams and Reese, LLP

4400 One Houston Center

1221 McKinney Street

Houston, Texas 77010

(713) 652-5151

Approximate date of commencement of proposed offering to the public:

As soon as practicable after this registration statement becomes effective.

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the
Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering.    o

        If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act,
check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering.    o

        If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act,
check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering.    o

        If delivery of the prospectus is expected to be made pursuant to Rule 434 check the following
box.    o

        If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box.    ý

CALCULATION OF REGISTRATION FEE

Title of each class of

securities to be registered

Amount to

be registered

Proposed maximum

offering price per share

Proposed maximum

aggregate

offering price

Amount of

registration fee

Common Stock, no par value per share

4,629,000

$3.35(1)

$15,507,150

$1,825.19(2)

Common Stock, no par value per share

1,750,000(3)

$4.50(4)

$7,875,000

$926.89

(1)Estimated
solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h)(1) under the Securities Act of 1933, as amended and based on
the average of the high and low sales prices of our common stock reported on the OTC Bulletin Board on February 7, 2005.

(2)Fee
previously paid.

(3)Represents
additional shares being offered by selling shareholders of the registrant.

(4)Estimated
solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h)(1) under the Securities Act of 1933, as amended and based on
the average of the high and low sales prices of our common stock reported on the OTC Bulletin Board on June 2, 2005.

        The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or
until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. The selling security holders may not sell these securities until the
registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.

Subject to Completion, dated                     , 2005

PROSPECTUS

BPZ ENERGY, INC.

6,379,000 Shares of Common Stock

        We are registering 6,379,000 shares of our common stock, all of which are being offered by the shareholders listed under the heading "Selling
Security Holders." We will not receive any of the proceeds from the sales of the shares of common stock by the selling shareholders. However, included in the shares we are registering are 2,629,000
shares of common stock underlying warrants to purchase common stock at prices ranging from $2.00 to $4.00 per share. If and when such warrants are exercised, we would receive maximum aggregate
proceeds of $6,387,000 from the exercise of these warrants. The selling shareholders will sell at prevailing market prices on the OTC Bulletin Board or privately negotiated prices. Our common stock
trades under the symbol "BPZI".

        There are certain risks involved with the ownership of our common stock, including risks related to our new business and
the market for our common stock. (See "Risk Factors" contained in this prospectus)

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is                     , 2005

Table of Contents

PART I—INFORMATION REQUIRED IN PROSPECTUS

PROSPECTUS SUMMARY

RISK FACTORS

USE OF PROCEEDS

FORWARD-LOOKING STATEMENTS

BUSINESS AND PROPERTIES

MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION

LEGAL PROCEEDINGS

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

EXECUTIVE COMPENSATION

PLAN OF DISTRIBUTION

SELLING SECURITY HOLDERS

DESCRIPTION OF OUR STOCK

MARKET FOR COMMON STOCK AND RELATED SHAREHOLDER MATTERS

LEGAL MATTERS

EXPERTS

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

SECURITIES AND EXCHANGE COMMISSION POSITION ON CERTAIN INDEMNIFICATION

WHERE YOU CAN FIND MORE INFORMATION

FINANCIAL INFORMATION

PART II—INFORMATION NOT REQUIRED IN PROSPECTUS

INDEMNIFICATION OF DIRECTORS AND OFFICERS

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

RECENT SALES OF UNREGISTERED SECURITIES

EXHIBITS

UNDERTAKINGS

SIGNATURE

i

PROSPECTUS SUMMARY

        This is only a summary and does not contain all the information that may be important to you. You should read the more detailed
information, including but not limited to, the risk factors, contained in this prospectus. Unless the context requires otherwise, references in this prospectus to "we," "us," "our," "BPZ" and "the
Company" refer to BPZ Energy, Inc., a Colorado corporation, and our subsidiaries after the merger effective September 10, 2004. References to "Navidec" refer to Navidec, Inc.
prior to the merger. "BPZ-Texas" refers to BPZ Energy, Inc., a Texas corporation and wholly owned subsidiary of the Company.

About Us

        BPZ Energy, Inc., a Colorado corporation ("BPZ"), formerly known as Navidec, Inc. ("Navidec"), was incorporated in 1993. Based in Houston, Texas,
BPZ is an international energy company with properties in South America, specifically northwest Peru and southwest Ecuador. The Company is focused on the development and production of oil and natural
gas and the complementary development of gas-fired power generation.

        On September 10, 2004, BPZ Energy, Inc., a Texas corporation engaged in international oil and gas exploration and production ("BPZ-Texas"), consummated a
reverse merger with Navidec whereby BPZ-Texas became a wholly owned subsidiary of Navidec (the "Merger"). For accounting purposes, BPZ-Texas was treated as the acquiring
entity. See "Business and Properties—Navidec Merger Transaction" and Note 2 to the December 31, 2004 and 2003 Consolidated Financial Statements, both included in this filing,
for detailed discussion regarding the Merger. On February 4, 2005, the Company changed its name to "BPZ Energy, Inc." Though the Company's name has been changed, the
pre-merger company may be referred to as Navidec in this filing to avoid confusion.

        In 2001, we established a registered branch in Peru, officially designated as "BPZ Energy, Inc. Sucursal Peru." Currently, we have exclusive rights and license agreements for oil
and gas exploration and production covering a total of approximately 2.76 million acres in northwest Peru. We acquired a minority working interest in the license contract for Block
Z-1 in November 2001 and subsequently acquired 100% ownership of the block in November 2004. In addition, we acquired a 100% working interest in the license contract for
Block XIX in December 2003. Generally, the terms of a license contract in Peru provide for an initial seven year exploration period and a total term of

40 years for gas development and production and 30 years for oil development and production. In December 2003, we also entered into a Technical Evaluation Agreement for Area VI
and a Promotional Technical Evaluation Agreement for Area XVI. These latter two Agreements give us the right to conduct technical evaluations of those areas over a 24-month period and the
exclusive right to enter into license contracts if the evaluations indicate the potential for profitable operations.

        To date our activities in Peru have been limited to analysis and evaluation of technical data on the properties and preparation of the development plans for the properties. We have not
drilled any wells or recognized any revenues from our operations and do not anticipate generating significant revenues from our properties prior to mid-2006.

        In June 2004, we acquired the capital stock of SMC Ecuador, Inc., a Delaware corporation ("SMC"), which owns a non-operated minority working interest in certain
oil and gas producing properties located in the southwest region of the Republic of Ecuador (the "Santa Elena Properties"). SMC has had its interest in the Santa Elena Properties for the past eight
years. The license agreement covering the property extends through May 2016.

Capital Structure

        Shares of common stock authorized: 20,000,000(a)

1

        Shares of common stock outstanding prior to this offering: 16,962,774 as of May 31, 2005(b)

(a)The
Company has submitted proposals to its shareholders to (i) increase the number of authorized common shares to 250,000,000 and (ii) amend its Articles of
Incorporation to authorize 25,000,000 shares of a new class of preferred stock. Such proposals are subject to approval at the 2005 Annual Meeting of Shareholders, which is currently scheduled for
July 1, 2005.

(b)In
addition to the common shares outstanding, the Company is currently obligated to issue 9,000,000 shares of common stock to the former shareholders of BPZ-Texas pursuant
to the terms of the Merger with Navidec.

The Offering

        All of the shares are being offered by selling shareholders. The selling shareholders currently own 3,750,000 shares of common stock. In addition, we are
registering 2,629,000 common shares underlying warrant agreements for resale on a "when-issued" basis. Of these warrants, 2,064,500 are exercisable at $2.00 per share and 564,500 are
exercisable at $4.00 per share. The selling shareholders will sell at prevailing market prices or privately negotiated prices. Our common stock is currently traded on the OTC Bulletin Board under the
symbol BPZI.

Summary Financial Information

        The following tables set forth summary financial information and other equity information about us. You should read this summary information in conjunction with
"Business and Properties," and "Management's Discussion and Analysis and Plan of Operation" which include discussions of factors materially affecting the comparability of the information presented,
and in conjunction with our financial statements included elsewhere in this prospectus.

Quarter Ended March 31, 2005

Quarter Ended March 31, 2004

Fiscal Year Ended December 31, 2004

Fiscal Year Ended December 31, 2003

Fiscal Year Ended December 31, 2002

(Unaudited)

(Unaudited)

(Audited)

(Audited)

(Audited)

Statement of Operations Data

Net loss

$
(1,030,548
)
$
(118,483
)
$
(18,040,272
)(1)
$
(94,622
)
$
(158,115
)

Basic and diluted net loss per share

$
(0.06
)
$
(0.03
)
$
(2.08
)
$
(0.02
)
$
(0.04
)

Weighted average common shares outstanding

16,706,527

4,103,454

8,689,988

4,103,454

4,103,454

(1)Includes
merger costs of $16,284,966 as explained in Note 2 "Merger and Merger Costs" to the December 31, 2004 and 2003 Consolidated Financial Statements included later
in this prospectus.

March 31, 2005

December 31, 2004

December 31, 2003

December 31, 2002

(Unaudited)

(Audited)

(Audited)

(Audited)

Balance Sheet Data

Cash and cash equivalents

$
1,771,301

$
4,014,191

$
8,156

$
21,962

Total assets

$
3,766,538

$
4,833,855

$
415,226

$
26,142

Total liabilities

$
538,171

$
574,940

$
780,125

$
296,419

Stockholders' equity (deficit)

$
3,228,367

$
4,258,915

$
(364,899
)
$
(270,277
)

2

RISK FACTORS

        The purchase of our common stock is a substantial transaction involving a high degree of risk. Prior to making an investment decision, you
should carefully consider, together with the other information contained in this prospectus, the following risk factors.

        Investors should assume that if any of the following risks actually materialize, our business, financial condition or results of future operations could be
materially and adversely affected. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.

Risks Relating to the Oil and Natural Gas Industry and Our Business.

        We have a limited operating history and have only engaged in start-up
activities.    Although BPZ-Texas was formed in 2001, we are in a formative stage because we have not had significant business operations since formation and have
generated no revenues from the production of oil or gas from our properties. We are also subject to all of the risks inherent in attempting to expand a relatively new business venture. Such risks
include, but are not limited to, the possible inability to profitably o