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[ADAMS AND REESE LLP
LETTERHEAD]

November 17, 2005

Via Fax, Federal Express and EDGAR

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 October 21, 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 its complete response to all your comments.  For your convenience, we have repeated in
bold type the comments exactly as set forth in the October 21, 2005
letter.  The Company’s response to each
comment and request is set forth immediately below the text of the applicable
comment or request.

October 21,
2005 Letter

Financial Statements

Note 2 - Merger and Merger Costs, page 37

4.                                      We
note your response to our prior comment number 25.  It appears that the assets, liabilities and
results of operations of NFS should be reflected in your financial statements
until such time as the spin-off transaction is complete.  Please modify your document accordingly.   Please contact us to discuss this at your
earliest convenience.

Response:

The Company notes your position that Navidec
Financial Services (“NFS”) should be reflected in the consolidated financial
statements of the Company.  The Company
believes its position regarding the accounting for this complex transaction, as
presented in our letter dated September 26, 2005, has merit, but accepts
the Staff’s position in this matter.
Accordingly, the Company intends to restate its financial statements as
soon as possible.  The Company also notes
your position, stated verbally in a conversation with representatives of the
Staff on November 15, 2005, that the Company should file a Form 8-K
under item 4.02 to provide public disclosure that its previously-issued
financial statements should no longer be relied upon.  The Company intends to make such filing
within four business days as required.

The Company has carefully studied the
accounting literature to determine the appropriate accounting treatment for the
inclusion of NFS in its financial statements.
Based on the facts of its situation, the Company believes that the
equity method of accounting is the most appropriate method of reflecting its
nominal ownership of NFS during the period of time between the Merger with the
Company and its ultimate spin-off to the pre-Merger shareholders of Navidec, Inc.

The Company bases this conclusion primarily
on the guidance in ARB 51, paragraph 2, as amended by FASB 94, paragraph
13 and FASB 144, paragraph 2.  This
guidance states, “A majority owned subsidiary shall not be consolidated if
control does not rest with the majority owner.”

In its earlier response letter dated September 26,
2005, the Company presented extensive evidence of its lack of control of
NFS.  The relevant portions of that
discussion are repeated below:

While BPZ Energy, Inc. may be deemed to
have majority nominal ownership of the common stock of NFS, it does not control
the operations of NFS.  The Company
believes 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, which does not include any
representatives affiliated with BPZ Energy, 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 substantiate the business independence of the two companies
and the lack of control by BPZ Energy, Inc.:

1)              The management of
each of the entities is independent of the other.  There are no common members of
management.  Neither BPZ Energy, Inc.,
nor any member of its management, has participated in any way in the management
of NFS.

2)              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.

3)              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.

4)              BPZ Energy, Inc.
has not voted the shares that it nominally holds in NFS.  We have been informed by counsel for NFS that
NFS would dispute the legal right of BPZ Energy, Inc, to vote such shares in
any manner not in accordance with the instructions of the Board of NFS.

5)              The two entities are
in completely separate lines of business with no overlap of assets.  The operations of each company are
autonomous.  Neither company has access
to the cash or other assets of the other company.

6)              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.

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 in February 2005
with a settlement payment through May 6, 2005.

8)              BPZ Energy has not
provided any financial guarantees or loan commitments to NFS.  It is not obligated to provide any financial
support to NFS beyond its obligations under the Merger Agreement, nor does it
have any plans to do so.

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

The spin-off of NFS was approved by the Board
of Directors of Navidec, Inc. prior to the closing of the Merger and is
final and irrevocable.  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 the sole equitable right to beneficial ownership of the NFS
shares.  While the timing of the
distribution of the NFS shares may be dependent on 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.  In a memorandum dated November 16, 2004
by Roger Davidson of Ballard, Spahr, Andrews & Ingersoll LLP, a copy
of which was previously provided to the Staff, Mr. Davidson expressed the
position that BPZ Energy, Inc. had no legal right to the assets,
liabilities and operations of NFS and the Board of Directors and management of
BPZ Energy, Inc. were contractually obligated to provide any and all
assistance required to complete the spin-off of the shares of NFS.

On September 21, 2004, shortly after the
effective date of the Merger, the Board of Directors of NFS awarded 1,200,000
fully vested NFS common shares and options to purchase 1,200,000 shares at a
nominal cost of $0.05 per share to the management of NFS.  This transaction, which the management of BPZ
Energy, Inc. was not aware of nor did it approve, resulted in the nominal
ownership of BPZ Energy, Inc. being reduced from 100% to 81% (68% on a
fully diluted basis).  Subsequent equity
transactions during the six months ended June 30, 2005 have reduced the
nominal ownership of BPZ Energy, Inc. to 65%.  As of June 30, 2005, the original
5,177,748 shares issuable to the pre-Merger shareholders of Navidec, Inc.
and nominally owned by BPZ Energy, Inc. represent less than 50% of the
fully diluted shares of NFS outstanding.
This continued dilution of ownership further supports the reasonableness
of the decision to follow the equity method for the transaction.

Under accounting practice, the equity method
is a form of consolidation accounting.
Accordingly, under the equity method, the effect of NFS on the results
of operations of the combined company would be identical to the effect of full
consolidation.  The Company would record
the income or losses of NFS in the income statement of the combined company
under the equity method.  Additionally,
in accordance with APB 18, paragraph 20, BPZ Energy, Inc. would disclose
condensed financial information about the assets, liabilities and results of
operations of NFS in the notes to the financial statements to provide readers
of the financial statements with relevant information about NFS.

The Company does not believe that the
alternative of full consolidation of NFS would be an appropriate
presentation.  In this situation, where
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, the inclusion of
these assets, particularly the cash of NFS, in the consolidated financial
statements of BPZ Energy, Inc. would not be an appropriate or meaningful
presentation to the investors of the Company and would arguably be
misleading.  The Company has been advised
by its legal counsel that BPZ Energy, Inc. is not directly or indirectly
responsible for any of the liabilities of NFS, which totaled approximately
$850,000 as of June 30, 2005.  The
Company has also been further advised that, given the legal structure of the
two entities and the lack of management involvement or control by BPZ Energy, Inc.
in the operations of NFS, the likelihood of BPZ Energy, Inc. being held
responsible for any of these liabilities is remote.  Accordingly, disclosure of these liabilities
in the condensed financial information of NFS in the footnotes is appropriate
and there is no benefit or necessity to reflect these liabilities on the
balance sheet of the combined company.

Based upon all of the foregoing, the Company
believes that inclusion of NFS in the consolidated financial statements of BPZ
Energy, Inc. under the equity method of accounting will comply with the
Staff’s position in this matter and result in the most appropriate and
meaningful presentation of NFS in the financial statements of BPZ Energy, Inc.  The Company has discussed this matter with
its independent accountants and they concur with this approach.

We appreciate your consideration of this
response.  It is critical that we resolve
this accounting issue as swiftly as possible.
This matter has a significant impact on the restatement process and the
arrangements for the audit and review of the restated financial statements by
the Company’s independent accountants.
We would therefore like to discuss this with the Staff at your earliest
convenience.  Please contact the
undersigned at (713) 308-0109.

  Very truly yours,

  ADAMS AND REESE LLP

  Mark W. Coffin

  cc:

  Ms. Mellissa Campbell Duru

  Ms. Jill Davis

  United States Securities and Exchange
  Commission

  Mr. Manolo Zúñiga

  Mr. Randall D. Keys

  BPZ Energy, Inc.