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[ADAMS AND REESE LLP
LETTERHEAD]

  September 26, 2005

Via Federal Express and EDGAR (without
enclosures)

Mr. H. Roger Schwall

Assistant Director

Division of Corporation Finance

United States Securities and Exchange Commission

One Station Place

100 F St. NE

Washington, D.C. 20549

Re:          BPZ Energy, Inc.

Registration Statement on Form SB-2

Filed July 27, 2005

File No. 333-126934

Amendment No. 1 to Registration
Statement on

Form SB-2 Filed August 19, 2005

File No. 333-126934

Form 10—KSB for the Fiscal Year Ended December 31,
2004

Filed April 15, 2005

File No. 0-29098

Forms 10-QSB for the Fiscal Quarters Ended

March 31, 2005 and June 30, 2005

File No. 0-29098

Dear Mr. Schwall:

Set forth
below are the responses of BPZ Energy, Inc. (the “Company”) to certain of
the comments contained in your letter dated August 29, 2005 regarding the
Company’s above referenced filings.  The
responses deal solely with your comments regarding the spin-off of Navidec
Financial Services, Inc. (“NFS”), as the Company wishes to resolve your
questions about the accounting treatment for this transaction prior to
submitting our complete response to all your comments.  For your convenience, we have repeated in
bold type the comments exactly as set forth in the August 29, 2005
letter.  The Company’s response to each
comment and request is set forth immediately below the text of the applicable
comment or request.

AUGUST 29,
2005 Letter

Form SB-2

Navidec Merger Transaction, page 13

2.                                      Your
disclosure in this section regarding the distribution of shares of Navidec
Financial Services on February 3, 2005 appears to be inconsistent with
disclosure contained in a Form 8-K filed by Navidec Financial Services on March 18,
2005 in which it is disclosed that no such distribution has yet occurred.  Please revise the disclosure here and
throughout your filings to properly describe the status of the distribution of
shares and the current status of the spin-off.
This comment applies to the Form 10-KSB and Forms 10-QSB filed
during the fiscal year 2005.

Response:

The disclosure noted in Comment #2 was
originally made in the Registrant’s Form SB-2 filed on February 14,
2005.  At that time, the distribution of
Navidec Financial Services, Inc. (“NFS”) shares pursuant to the spin-off
had occurred and that statement was true and accurate.  We further noted at that time that the
transaction would require registration of such shares with the Commission.  As discussed more fully under comment #25,
below, the financial and reporting staffs of BPZ Energy, Inc. and NFS
report to separate managements and boards of directors and each acts in an autonomous
manner.  There is little communication
between the two groups regarding accounting matters or SEC filings.  As a result, the financial reporting group of
BPZ Energy, Inc. was not fully aware of the details of the suspension or
recall of the distribution of NFS shares.
In its Form 8-K dated March 18, 2005, NFS made the statement, “The
Company will very shortly establish a new distribution of shares of restricted
stock to ensure that the proper accounts will be appropriately credited with
the Company’s securities.”  We only
recently became aware of subsequent conversations between NFS and the SEC
and/or the NASD which prevented NFS from promptly establishing such a new
distribution as indicated in their Form 8-K.  Accordingly, we did not have complete
information to update our disclosure of the distribution of NFS shares and
continued such disclosure in subsequent filings based upon our earlier
understanding.  We will amend our filings
to clarify the current status of the distribution of shares in conformity with
the disclosures made by NFS in its filings.

Merger and Merger Costs, page 37

25.                               We
note your consolidation policy disclosures concerning the pre-merger business
and Navidec Financial Services.  It
appears that the assets, liabilities and accumulated deficit of the acquired
business were not reflected in your consolidated financial statements as of December 31,
2004.  We also note your Form 8-K/A
filed on December 6, 2004 that also does not appear to present the pro
forma information on a consolidated basis.
Please tell us why you do not believe Navidec Financial

Services should be consolidated in your financial statements as of December 31,
2004.

Response:

The Merger Agreement dated July 8, 2004
(filed as Exhibit 10.1 to Form 8-K filed by Navidec, Inc. on July 13,
2004) contains the following provisions relating to the spin-off of NFS:

3.1 (d) (iv) As contemplated, the
Parties agree that prior to Closing, Navidec shall establish a record date to
spin out the shares of Navidec Financial owned by Navidec to all shareholders
of record of Navidec at the record date.
The Parties believe that this transaction may require registration.  Furthermore, the Parties agree that at or
before Closing, in addition to assigning the Navidec ownership of Northsight to
Navidec Financial, all other assets and liabilities of Navidec shall be
assigned to Navidec Financial.  It is contemplated
by the parties to this Agreement that at the effective date of the completion
of all transactions contemplated by this Agreement including the finalization
of the spin-off of Navidec Financial, effectively Navidec, as of the Closing
Date, would have no assets, no liabilities and no effective business other than
the businesses of BPZ.

5.2 Navidec Financial.  Navidec shall take all steps necessary to
effect the “spin-off” of its wholly owned subsidiary, Navidec Financial to the
shareholders of Navidec as of any record date preceding the Closing.  Prior to the spin-off, Navidec Financial
shall be assigned essentially all of the business assets including two million
shares of duly issued fully paid Navidec common stock and all of the
liabilities of Navidec and agree to indemnify Navidec from any liability
relating to the assigned liabilities.
Additionally, Navidec Financial’s management shall take the steps deemed
necessary at its expense to qualify the spin-off pursuant to the Securities Act
as is required.  To the extent that the
actions required to complete the spin-off of Navidec Financial are not
completed prior to the date of Closing, the Parties hereto agree in accordance
with Section 1.2 to cooperate fully with the new management of Navidec
Financial to complete all necessary filings, registrations, and the execution
of all agreements required to consummate the transactions contemplated and
necessary relative to the spin-off.

The record date for the spin-off of Navidec
Financial was September 9, 2004, the day prior to the Closing Date of the
Merger, September 10, 2004.  The
spin-off of NFS was an integral part of the Merger Agreement and it was the
expectation of both parties that NFS would be spun-off to the shareholders of
record prior to the closing of the Merger Agreement.  The substance of the business agreement of
the parties and the transaction is summarized in the last sentence of 3.1 (d) (iv),
above, “effectively Navidec, as of the Closing Date, would
have no assets, no liabilities and no effective business other than the businesses
of BPZ.”

The accounting for spin-off transactions is
generally governed by Accounting Principles Board Option No. 29, “Accounting
for Nonmonetary Transactions” (APB 29), particularly paragraph 23, as amended by
Statement of Financial Accounting Standards No. 144, “Accounting for the
Impairment or Disposal of Long-Lived Assets” (SFAS 144), particularly paragraphs
27 and 29.  The Company considered this
guidance, which would generally provide that the entity to be spun-off would
continue to be reflected in the consolidated financial statements of the parent
company until it is distributed to the owners.

However, the unique structure of the NFS
spin-off transaction posed additional complex accounting issues and the Company
did not believe that the above accounting treatment would best represent the
substance and actual business effect of the transaction.  As a result of the reverse merger of Navidec, Inc.
by BPZ Energy, Inc. on September 10, 2004, the two companies have
significantly different shareholder groups.
Of the 14,546,424 shares outstanding on September 10, 2004, holders
of only 5,177,748, or 35.6%, of those shares were entitled to the spin-off
shares of NFS.  This is well below the
50% commonality of ownership which would typically be expected in consolidated
financial statements.  As of August 10,
2005, the Company had 38,118,774 shares outstanding.  Accordingly, on that date, the shareholders
entitled to the spin-off of NFS shares comprise only 13.4% of the total shares
of the Company.  If NFS were
consolidated, the earnings per share calculation from combining two companies
with vastly different shareholder groups would not be meaningful.

Additionally, while BPZ Energy, Inc. may
be deemed to have 100% nominal ownership of the common stock of NFS, it does
not control the operations of NFS.  We
believe this is true both in substance and as a matter of state corporate
law.  Prior to the closing of the Merger,
NFS appointed a separate board of directors and that board appointed the
officers of NFS.  Pursuant to Section 5.2
of the Merger Agreement, BPZ Energy, Inc. is required to cooperate fully
with the new management of NFS and would be in breach of contract if it exerted
control over the management or the board of NFS.  The following points support the business independence
of the two companies and the lack of control by BPZ Energy, Inc.:

1)              The two entities are
in completely separate lines of business with no overlap of assets.  The operations of each company are
autonomous.

2)              Neither company has
access to the cash or other assets of the other company.

3)              Subsequent to the
Merger, each of the companies has separately completed equity transactions with
new shareholders, which financings were completely independent of each other.  The proceeds of these transactions have been
dedicated to the separate operations of each company.

4)              NFS maintains
offices in Denver, Colorado, while BPZ Energy, Inc. maintains offices in
Houston, Texas.  Each of these offices is
completely separate from the other.

5)              The management of
each of the entities is independent of the other.  There are no common members of management.

6)              The only common
director, John McKowen did not stand for reelection at the Annual Meeting of
Shareholders of BPZ Energy, Inc. and Mr. McKowen is no longer a
director of BPZ Energy, Inc.

7)              Subsequent to the
Merger, BPZ Energy, Inc. has taken affirmative steps to separate itself
from any continuing business or legal relationships with NFS.  A Business Consulting Agreement under which
NFS was providing investor relations, public relations and other financial
advisory services to BPZ Energy, Inc. was terminated effective May 6,
2005.

8)              BPZ Energy, Inc.
has not been involved in the registration process or SEC filings of NFS and has
no control whatsoever over those processes.

One of the fundamental tenets of
consolidation accounting is common control of the entities being
consolidated.  In this situation, BPZ
Energy, Inc. does not have control of NFS, nor does it have a defensible
legal claim to the cash or other assets of NFS.
To include these assets in the consolidated financial statements of NFS
would not be an appropriate or meaningful presentation to the investors of
either company.  In other situations
where subsidiaries are not controlled by the nominal parent company, there is
precedent for not consolidating such entities, such as a subsidiary in
bankruptcy proceedings.  In these complex
situations, management and its independent auditors must look beyond the form
of the legal relationship between the entities (nominal control of the stock of
the subsidiary) and consider whether consolidation is appropriate based on the
substance of the relationship.

The spin-off of NFS was approved by the board
of directors prior to the closing of the Merger and is final and
irrevocable.  This action constitutes the
declaration of a dividend of the stock of NFS payable to the shareholders of
record of the Company on the date established by the board.  Under generally accepted accounting
principles, the declaration of a dividend by the board of directors, whether
payable in cash or property, generally gives rise to an accounting entry at the
time of declaration, notwithstanding the fact that the dividend will be payable
at a later date.  The Company’s legal
counsel has expressed the view that the stock of NFS is, in substance, held in
an undeclared trust for the benefit of the shareholders of NFS, while the final
distribution of the spin-off shares is pending.
The spin-off of the shares of NFS to the shareholders of record as of September 9,
2004 is an irrevocable obligation of the Company to those shareholders and
those shareholders have an equitable right to beneficial ownership of the NFS
shares.  While the timing of the
distribution of the NFS shares may be interrelated with the SEC registration
process, the ultimate obligation to distribute the NFS shares is irrevocable
based on the actions of the board of directors and the terms of the Merger
Agreement.

As a consequence of reverse merger
accounting, the historical financial statements of the Registrant are those of
BPZ Energy, Inc.  Even if NFS were
consolidated, its historical results of operations prior to the effective date
of the Merger would not be included in the consolidated financial statements.  Accordingly, the Company believes that the
inclusion of NFS’s activities for periods subsequent to the Merger would be of
little benefit to readers of the financial statements since the comparable
information for periods prior to the Merger would not be included in the basic
financial statements.  The Company

believes that the inclusion of the activities
of NFS in the consolidated financial statements for periods subsequent to the
Merger would be very confusing for investors and other readers of the financial
statements.

In making its decision regarding the
accounting for the NFS spin-off, the Company and its independent accountants
relied, in part, on a memorandum from its legal counsel at the time, Ballard,
Spahr, Andrews & Ingersoll LLP dated November 16, 2004.  A copy of this memorandum is included as an
attachment to this response letter.  In
the memorandum, Roger Davidson of Ballard, Spahr, Andrews & Ingersoll
LLP expressed the position that the Company had no legal right to the assets,
liabilities and operations of NFS and the board of directors and management of
the Company were legally obligated to provide any and all assistance required to
complete the spin-off of the shares of NFS.

The Company believes the SEC’s guidance in
Staff Accounting Bulletin, Topic 5: “Miscellaneous Accounting, Z. Accounting
and Disclosure of Discontinued Operations, 7. Accounting for the Spin-off of a
Subsidiary” also serves as useful guidance.
The facts and issues discussed in this Staff Accounting Bulletin are very
similar, though not identical, to the spin-off of NFS.  In this Staff Accounting Bulletin, the Staff
concludes that in limited circumstances, a spin-off transaction may represent a
change in the reporting entity and readers of the financial statements are best
served by omitting the results of the spun-off subsidiary as provided in APB
Opinion No. 20, paragraph 34.  In
light of this authority, the Company believes that in the specific
circumstances of the NFS spin-off, this accounting treatment provides the most
meaningful presentation of the financial statements of the Company.

Based upon all of the foregoing, the Company
believes that the most appropriate and meaningful presenta