SecProbe.io

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      May 6, 2005

Mail Stop 4561

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

Re:	IPI Fundraising, Inc.
      Amendment No. 1 to Registration Statement on Form S-4 Filed
April 26, 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. We have reviewed your response to Comment No. 3 from our
previous
comment letter.  Item 19(a)(7) of Form S-4 is not limited to
compensation paid by the surviving corporation to officers and
directors of the surviving corporation.  In light of the fact that
all of the entities that will be merged into IPI Fundraising are
entities under common control and the fact that IPI Fundraising is
a
newly-created entity formed solely in order to effect the proposed
merger, we believe that executive compensation paid to each of the
officers or directors by any of Imprints Plus,
FundraisingDirect.com
or BF Acquisition is appropriate disclosure.  Please revise
accordingly.

2. We note your representation that the basic terms of the
proposed
merger were first articulated to shareholders of Imprints Plus in
the
private offering memorandum used in connection with the 2004
private
offerings of common stock.  Supplementally, please provide us with
a
copy of the private offering memorandums given to purchasers in
the
private offerings.

3. We note your response to prior comment 4, which identifies the
signatories to the stockholder consents.  It is not clear,
however,
whether there were other stockholders of these entities who
received
a solicitation of consent to the merger.  Please provide a more
detailed description of how you conducted the private placement,
including how the private offering memorandums were distributed.
Also provide a more detailed description of how you solicited
shareholder consents.  Finally, please tell us the exemption from
registration under the Securities Act that you relied upon in
connection with the consent solicitation.

Cover Page

4. We have reviewed your revisions in response to Comment No. 5
from
our previous comment letter.  Please limit the disclosure found on
the cover page to information called for by Item 501(b) of
Regulation
S-B as well as information that is key to an investment decision.

5. We re-issue Comment No. 6 from our previous comment letter.
Item
501(a)(5) of Regulation S-B requires that the cross-reference to
the
"Risk Factors" section of the prospectus be highlighted by
prominent
type or in another manner.  Please revise to highlight the cross-
reference using bold or italicized type.   Placing the cross-
reference in all capital letters impedes the readability rather
than
enhancing it.

6. We re-issue Comment No. 7 from our previous comment letter.  We
are unable to locate disclosure regarding the number of common and
preferred shares being registered by the Form S-4 on the cover
page
of the prospectus.  It appears that you revised the facing page of
the registration statement to include this information.  You are
also
required to include this information on the prospectus cover page.
See Item 501(a)(2) of Regulation S-B.

Summary

	IPI Fundraising Common Stock is Freely Transferable by Non-
Affiliates, page 16

7. Please briefly describe the Sales Restriction Agreements
referenced under this heading.

	Imprints` Plus Reasons for the Merger, page 18

8. We note the strategic relationship that Imprints Plus and
FundraisingDirect.com had prior to the proposed merger and the
fact
that customers of FundraisingDirect.com typically ended up being
customers of Imprints Plus.  In light of these facts, it is not
clear
how the consolidation of these entities will result in the
"increase
in sales derived from access to FundraisingDirect`s previously
developed but under-utilized extensive database of potential
customers."  Considering that Mr. DiNorscia controlled both
entities
and the interactive nature of the relationship between these two
entities, it is not clear why Imprints Plus would not have had
access
to or benefited from this database.  Please revise or advise.

9. We refer to the bullet point that projects profits going
forward
based on the fact that "FundraisingDirect will no longer be
separately charged for products and services."  It is not clear
what
this statement means.  If this implies that certain charges were
borne by both Imprints Plus and FundraisingDirect in connection
with
its sales, please revise to better explain what costs were
duplicative.

Risk Factors

	Imprints Plus` and FundraisingDirect`s quarterly operating
results may fluctuate 	significantly in the future as a result
of a
variety of factors, many of which are outside of 	its control,
page
24

10. A number of the bullet points under this heading appear to be
items that are not outside of the control of IPI Fundraising.  For
example, pricing structures, the ability to enter into agreements,
the timing of its marketing efforts and expansion costs all appear
to
be largely within the control of IPI.  Please revise to remove the
implication that these specific risks are outside of the company`s
control.

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

11. We note the last sentence in the risk factor that refers to
the
possibility that higher oil prices could lead to increases in
shipping costs.  Please revise to indicate whether higher oil
prices
have had this effect and include a discussion in MD&A relating to
the
fact that your "Ship to the Seller" program is susceptible to
higher
oil prices, including a discussion of what effects have occurred
as a
result of higher oil prices.

	Imprints Plus` Management Has Conflicts of Interest, page 28

12. We have reviewed your response to Comment No. 24 from our
previous comment letter.  Supplementally, please clarify your
statement that the unaffiliated partner who is 50 percent owner of
the property has "the same or a similar arrangement with each
tenant
in the industrial park that it has with the DiNorscia`s."  For
example, does this arrangement include how the rent is calculated?
Our original comment asked how the rental amounts were considered
to
be at fair market value.  Please advise.

The Merger

	Background of the Merger, page 30

13. We note your statement that Mr. DiNorscia was a member of and
controlled each of the boards of directors of the companies that
are
parties to the merger agreement.  It appears that there were three
directors of BF Acquisition at the time that it considered the
merger
proposal, so it is not clear how he controlled the Board of
Directors.  Please clarify whether the statement regarding
"control"
refers to voting control of the securities or whether it refers to
control of the Board`s proceedings.

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

14. We note your response to prior comment 31.  Please further
revise
to clarify why the factors you have listed caused the board not to
engage in independent financial advisor.  For example, did the
board
conclude that a fairness opinion was not necessary or in the best
interests of shareholders?  Provide similar clarification relating
to
the BF Acquisition and FundraisingDirect boards.

15. Please expand the first bullet point under this heading to
describe in more detail how the merger is an integral part of
Imprints Plus` and FundraisingDirect`s financial, marketing,
growth
and capital raising plans.  The discussion of the two-step
reorganization plan, which you cross-reference, does not clearly
describe this factor.

16. Please expand the third bullet point to explain in more detail
how the IPI Fundraising/Imprints Plus exchange ratio is an
integral
part of Imprints Plus` and Fundraising Direct`s previously
contemplated overall merger structure.

17. We have reviewed your response to Comment No. 35 from our
previous comment letter and your reference to the bullet point
that
discusses the dilution to existing holders of Imprints Plus common
stock as a result of the exchange ratios.  Please expand your
disclosure under this bullet point to quantify the dilution to
holders of Imprints Plus common stock as a result of the exchange
ratios.

The Merger

	"Substantially all" test, page 40

18. We refer to the statement, "In our view, if no controlling
shareholder of any constituent corporation elects to dissent, the
merger will qualify as a merger."  It is not clear whether this
statement comes from the company or tax counsel.  Please revise to
indicate this.  In addition, if the company is making this
statement,
it appears that it is making a legal conclusion that it is not
qualified to make.  Such a statement should be based upon advice
from
counsel and should be included in the consent filed by counsel.
Please revise or advise.

	Continuity of interest, page 40

19. Please revise your disclosure to include a discussion of how
the
proposed merger meets the "continuity of interest" requirement.

Terms of the Merger Agreement

	Exchange Ratios, page 50

20. We note your statement that the exchange ratios were based, in
part, on "Imprints Plus` fiscal year end gross sales compared to
FundraisingDirect`s fiscal year end gross sales."  Please expand
your
disclosure to discuss how this affected the exchange ratios.  In
connection with this, we note your disclosure elsewhere that the
exchange ratios were largely set in place when the private
offerings
of Imprints Plus common stock were made.  If adjustments were made
to
the exchange ratios as described in the private offering
memorandums
as a result of fiscal year end gross sales of Imprints Plus and
FundraisingDirect, please discuss this.  If no adjustments were
made,
please advise us as to how the gross sales affected the exchange
ratios.

21. Please provide a more detailed discussion of the
reorganization
transaction between BF Acquisition and FundraisingDirect.  Clarify
how the consideration in this phase of the reorganization affected
the exchange ratios in the second step.

Security Ownership of Certain Beneficial Owners, page 61

22. We note your response to prior comment 51.  Until the petition
for divorce has been granted, it appears that the same beneficial
ownership should be attributed to both Mr. and Mrs. DiNorscia.
Please revise the ownership table and include footnote disclosure
that explains the pending divorce and other circumstances outlined
in
your response letter.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations

	Results of Operations, page 64

23. We have read and considered your response to our previous
comment
no. 54.   In SEC Financial Reporting Release 35, the SEC states
that
transition reports must include prior year information comparable
to
the transition period.   Comparable year information may be un-
audited and all information required under Items 303 of Regulation
S-
K must be provided in the transition report.   As a result, please
revise MD&A to provide a discussion of changes in results of
operations between the nine months ended September 30, 2004 and
the
comparable period in 2003.

24. We have reviewed your revisions in response to Comment No. 55
from our previous comment letter, and we re-issue the comment.
Your
revisions discuss the reduction in the sales represented by your
traditional sales method and the increase in sales under the "Ship
to
the Seller" program but does not address the reasons why the
aggregate revenues decreased and net losses increased.  Please
revise
to discuss the factors that contributed to these material changes.

25. We note that, in response to Comment No. 57 from our previous
comment letter, you deleted the "cumulative effect of a change in
accounting principals" as a factor that contributed to the
increase
in net losses of Imprints Plus.  Please revise to include a more
robust discussion of the factors that did contribute to the
increase
in losses.  We further note that, even after adding back the
results
from the fourth quarter, the company experienced increased net
losses.

	Significant trends, developments and uncertainties, page 66

26. We refer to the introductory sentence under this heading which
states that, "Imprints Plus has seen continued growth in all
segments
of its industry."  Please identify the segments within its
industry
and provide a basis for the statement that all segments have
experienced continued growth.  Also, please clarify whether the
statement refers to Imprints Plus`s results or the state of the
industry in which Imprints Plus operates.

	Results of Operations, page 72

27. We have reviewed your revisions in response to Comment No. 65
from our previous comment letter.  Please revise your disclosure
to
quantify the amount of the vendor`s rebate.

Forward-Looking Information, page 81

28. We refer to your statement that, "neither their management nor
any other persons assumes responsibility for the accuracy and
completeness of such statements."  It is not appropriate for the
company or its management to disclaim responsibility for
statements
contained in the prospectus.  Please revise to remove this
statement.

Financial Statements

General

29. Continue to monitor the updating requirements of Rule 3-12 of
Regulation S-X.

Pro Forma Financial Data

30. Your response to comment 67 does not fully address our request
for supplemental explanation relating to the reporting of the
merger.
Describe the reasons supporting the presentation of the merger
through pro forma financial statements, as opposed to restatement
of
the historical financial statements. Explain how you considered
the
procedural guidance in paragraphs D16 through D17 of SFAS 141.

Also, with respect to the historical financial statements
presented
here and elsewhere in the filing, explain your basis under GAAP
for
including separate financial statements for each entity, as
opposed
to combined financial statements. Refer to paragraphs 22 and 23 of
ARB 51.

Note 1 - Summary of Significant Accounting Policies

Revenue Recognition

31. We have reviewed your response to comment 70.   Please expand
the
revenue recognition policy disclosures for both BF Acquisition
Group
III Inc. and Imprints Plus Inc. to disclose the major terms of
your
revenue generating arrangements and how revenue is recorded in
accordance to SAB 104 and EITF 99-19.

Part II

	Undertakings, page 85

32. We have reviewed your response to Comment No. 75 from our
previous comment letter.  Because the undertakings in Item 512(g)
of
Regulation S-K relate specifically to registration statements on
Form
S-4, we continue to believe that inclusion of those undertakings
is
appropriate.  Please revise as previously requested.

Tax Opinion

33. We note that the tax opinion filed with the registration
statement appears as Exhibit D to the Agreement and Plan of
Merger,
which is included in the pr