SecProbe.io

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      March 11, 2005

Mail Stop 0409

Justin P. DiNorscia
President
IPI Fundraising, Inc.
4 Mill Park Court
Newark, DE  19713

Re:	IPI Fundraising, Inc.
      Registration Statement on Form S-4 Filed February 10, 2005
      Registration No. 333-122696

Dear Mr. DiNorscia:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General

1. Supplementally, please provide us with any pictures, graphics
or
artwork that will be used in the prospectus.

2. Please reduce your reliance on defined terms that are clear
from
their plain meaning.  For example, we note that you have defined
the
following terms whose meanings appear to be clear without further
definition:

* IPI Fundraising;
* BF Acquisition Group;
* FundRaising Direct;
* Merger agreement;
* Merger; and,
* Imprints Plus.

Please revise to eliminate the parenthetical definitions for these
and any other terms whose meaning is clear from the context.

3. For each person that will serve as a director or an executive
officer of IPI Fundraising, please include the information
required
by Item 402 of Regulation S-K relating to executive compensation
and
Item 404 of Regulation S-K relating to certain relationships and
related transactions.  Refer to Item 19(7) of Form S-4.

4. We note your statement that the parties to the merger agreement
have received approval by written consent from a majority of the
shares issued and outstanding.  Please provide us with a
supplemental
analysis explaining how your solicitation complied with Regulation
14A of the Securities Exchange Act of 1934 and Section 5 of the
Securities Act of 1933.

Cover Page

5. Please limit your cover page to a single page.  We refer to
Item
501(b) of Regulation S-K.

6. Please highlight your cross-reference to the Risk Factors
section
of the prospectus by prominent type or in another manner.  We
refer
to Item 501(b)(5) of Regulation S-K.

7. Please revise to state the aggregate number of common and
preferred shares that you are offering with this prospectus.
Refer
to Item 501(b)(2) of Regulation S-K.

Questions and Answers About the Transaction, page 9

	What are the tax consequences to me of the merger? - page 10

8. Please revise the answer to this question to indicate that a
condition to the completion of the merger is the receipt of an
opinion from counsel that the merger will qualify as a tax-free
merger under the tax code.  In addition, please disclose that you
have received a tax opinion in connection with this registration
statement.

Summary

9. Please be aware that we view the Q&A section as part of the
summary section.  Please revise to eliminate redundant disclosure
in
the Q&A and the Summary.

10. We refer to your statement on the top of page 12 that refers
to
information incorporated by reference.  Since IPI Fundraising is
not
a reporting company, it is not eligible to incorporate by
reference.
In addition, is not clear what documents are referred to by this
statement.  Please remove your reference to documents being
incorporated by reference.

	Imprints Plus, Inc., page 12

11. Please provide us with supplemental support for your statement
that the product fund raising market is a $7 billion industry.  In
addition, please provide support for your characterization of
Imprints Plus as "an innovator in a fragmented, slow changing
industry" and as having a "unique independent outside sales
representative sales force."  Finally, please clarify in what way
Imprints Plus provides "a cost effective and efficient proven
method"
of selling its products.

	BF Acquisition Group III and FundraisingDirect.com, Inc.,
page
13

12. Please enhance your disclosure to describe the relationship
between Imprints Plus and FundraisingDirect.com.  We note your
characterization of FundraisingDirect.com as the "sister company"
or
"unofficial" Internet sales division, but these descriptions do
not
provide sufficient clarity as to the specific relationship between
the companies.

	Expenses Related to the Merger, page 15

13. Please reconcile your disclosure here that Imprints Plus has
agreed to pay the merger expenses with the assumption in tax
counsel`s opinion that each party to the merger will pay its own
merger expenses.

	IPI Fundraising Common Stock is Freely Transferable by Non-
Affiliates, page 15

14. Please quantify the number of shares, including the percentage
of
your issued and outstanding common stock, that will be freely
transferable after the S-4 is brought effective.  This comment
also
applies to the risk factor on page 24 that discusses this issue.

	Imprints` Plus Reasons for the Merger, page 18

15. Please revise the third and sixth bullet point to better
explain
why you believe the future earnings prospects will be better for
Imprints Plus as a result of the merger.  For example, you cite
the
fact that there will be reduced operating costs for the combined
company.  However, as a result of the fact that Imprints Plus is
the
only entity that generated significant revenues prior to the
proposed
merger, please expand your disclosure to indicate why you believe
that the future earnings prospects for the combined company are
greater than those for Imprints Plus, had it remained a separate
entity.

Risk Factors

16. We note your disclosure in the introductory paragraph that
indicates that additional risk factors not included in the
prospectus
exist.  All material risk factors should be described in the
prospectus and risks that are deemed to be immaterial should not
be
referenced.  Please revise.

	Certain affiliate`s interested party status subjects the
merger
to Section 144 of the 	Delaware General Corporation Law, page 22

17. Please briefly discuss the consequences of the merger being
subject to Section 144 of the DGCL.

	IPI Fundraising`s Board of Directors has the discretion to
assign rights and preferences to 	its blank check preferred
stock,
page 21

18. Please expand this risk factor to also discuss the fact that
the
issuance of blank check preferred stock could serve to deter or
prevent a takeover from a third party.

	Imprints Plus` inability to continue to successfully
implement
their newly adopted "ship 	to the seller" program could
negatively
affect their future revenues, page 25

19. Please expand this risk factor to discuss the primary risks
associated with the "ship to the seller" program recently
initiated
by Imprints Plus.

	Imprints Plus` capital requirements in connection with their
growth plans will be 	significant, and to the extent that
additional capital proves to be unavailable when needed, 	their
plans in this regard may be materially and adversely affected,
page
25

20. Your statement that increased revenues as well as future
equity
sales will satisfy your cash requirements serves to mitigate the
risk
you are presenting and should be removed.

	Operating in specialized markets exposes Imprints Plus to
certain unforeseen risks that 	could materially adversely
affect
their operating results, page 26

21. This risk factor is generic and could apply to any company
operating in any industry.  Please revise to tailor the risk
factor
to the specific industry in which you operate or omit the risk
factor.

	Imprints Plus relies on independent sales agents to market
and
sell most of their products.  	If they fail to establish new
sales relationships or maintain their existing relationships, or
	if their independent sales agents fail to commit sufficient
resources or are otherwise 	ineffective in selling Imprints
Plus`s
products, Imprints Plus`s results of operations and 	future
growth
will be adversely impacted, page 26

22. Please further describe the nature of the relationship you
have
with your independent sales agents.  For example, do you have
exclusive agreements with them or are they free to enter into
agreements with a competitor as well?

	Imprints` Plus reliance upon their suppliers and industry
supply
conditions could have a 	material adverse effect on Imprints Plus`
financial results, page 27

23. Please consider identifying the suppliers upon whom you are
dependent and disclose the portion of your products purchased from
each of the suppliers.

	Imprints` Plus management has conflicts of interest, page 28

24. Supplementally, please tell us how you determined that the
lease
entered into with your CEO and controlling stockholder for office
space was made at fair market value.  In addition, it is not clear
whether the $81,000 is the total amount of rents that will be paid
from the present to October 2009 or whether it represents a
different
figure.  Please revise to clarify.

25. The heading of this risk factor relates to conflicts of
interest.
Please disclose the conflict related to the fact that the company
rents its office space from Mr. DiNorscia.

Risks related to FundraisingDirect and BF Acquisition Group, page
28

26. Many of the risk factors listed under this heading are
identical
to the risk factors listed under the heading, "Risks related to
Imprints Plus."  Please consider combining your disclosure so that
you only discuss specific risks inherent to the Internet business
conducted by FundraisingDirect.com.  The risks that are applicable
to
all the companies that are merging can be discussed in one
location.

The Merger

	Background of the Merger, page 30

27. Please provide a more detailed description of the background
of
the merger.  Describe all meetings, including the board meetings,
that involved discussions about the merger.  Indicate when and how
management and the boards of each party to the merger were
contacted
about the merger and describe all negotiations between the
parties.
Indicate the date on which each board voted to approve the merger
agreement.  Disclose whether any of the parties to the merger
sought
or considered alternatives to the merger; if so, please describe
those alternatives and the reasons why the respective boards of
directors decided not to pursue those alternatives.  Refer to
Items 4
and 6 of Form S-4.

28. Please briefly describe the business of Dickinson Holdings,
LLC
as well as the types of services it performed on behalf of the
companies being merged.

29. Please expand your discussion to provide information as to how
the specific terms of the merger were determined.  For example,
when
were the material terms first presented to each board, and were
there
any modifications to the terms presented at that time?

30. We note your reference to the merger as part of a two-step
plan
of reorganization.  Please expand this section of your document to
provide a more detailed description of the first step, which we
understand was a share exchange between FundraisingDirect.com and
BF
Acquisition Group on August 31, 2004.  Describe the mechanics of
that
transaction and the resulting share ownership of both companies.
Also discuss more fully the reasons for the first step
transaction.
Include a brief summary of the first step transaction in the
forepart
of your document.

31. Please discuss the reasons for not employing an independent
financial advisor to provide a fairness opinion for each of the
combined companies.

32. We note your disclosure stating that Imprints Plus commenced
its
private placement on May 5, 2004.  Please reconcile this statement
with Note 5 to the Imprints Plus financial statements for the
period
ended September 30, 2004, which states that Imprints Plus issued
shares in a private placement for $630,500 in April 2004.  We also
note your statement that Imprints closed its private placement in
January 2005 for total proceeds of $680,000.  Note 10 to the
interim
financial statements indicates that Imprints issued 300,000 shares
for proceeds of $150,000 through December 22, 2004.  Please revise
your disclosure to reconcile these apparent inconsistencies.

Imprints Plus` Reasons for the Merger; Actions of the Imprints
Plus
Board of Directors and Stockholders, page 31

33. Please expand the first bullet point to explain why the
Imprints
Plus board considered the merger to be an integral part of
Imprints
Plus` and FundraisingDirect`s financial, marketing, growth, and
capital raising plans.

34. We note that one factor considered by the Imprints Plus board
was
"the strengthening of the combined financial statements as a
result
of reducing overall operating costs."  In the light of the fact
that
the pro forma financial statements of the combined company do not
appear to show a stronger balance sheet, please describe the types
of
operating expenses that will be reduced and whether Imprints
Plus`s
operating expenses will be reduced as a result of the merger.

35. Please tell us whether the Board of Directors of Imprints Plus
considered the fact that, despite contributing 98 percent of the
revenues of the combined company, its shareholders will only
receive
slightly over 50 percent of the combined company`s common stock.
If
so, please disclose this and provide a discussion of whether this
factor was considered to be a positive or a negative factor.

36. It appears that the positive and negative factors considered
by
the Board of Directors of BF Acquisition and FundraisingDirect are
identical to the factors considered by the Board of Directors of
Imprints Plus.  Considering the makeup of the boards are not
identical and the fact that each company has a different
perspective
to the combined company, it is not clear why there is no
difference
in these considerations.  Please advise or revise.

Interests of Certain Persons in the Merger, page 34

37. Please disclose which insider is affiliated with Universal
Capital Management.

Material Federal Income Tax Consequences, page 38

38. Please clarify that you have already received an opinion from
counsel regarding the proposed merger being a tax-free
transaction.

The Merger, page 40

39. Please disclose the number of shares that may dissent in order
for the transaction to be a tax-free merger.

40. Please clarify whether IPI Fundraising will assume in writing
before the closing of the merger the responsibility of paying the
dissenting shareholders directly.

41. Where you discuss the "continuity of interest" test please
specifically disclose how this test may be applied so as to cause
the
proposed transaction not to be a tax-free merger under the tax
code.

Resale of IPI Fundraising Common Stock Issued in the Merger, page
46

42. In connection with your discussion of registered shares held
by
affiliates, please also provide a discussion of the timing and
volume
constraints imposed upon affiliates.

Relationships Between IPI Fundraising, BF Acquisition Group,
FundraisingDirect and Imprints Plus, page 47

43. We refer to your disclosure that FundraisingDirect pays
Imprints
Plus a portion of the operating expenses based upon the ratio of
FundraisingDirect`s revenues to the revenues generated by Imprints
Plus.  Please disclose when and how often such measurement is made
and consider providing an example of how this relationship works.

Exchange Ratios, page 50

44. Your discussion of the factors considered in determini