SecProbe.io

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      August 18, 2005

Mail Stop 4561

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

Re:	IPI Fundraising, Inc.
      Amendment No. 2 to Registration Statement on Form S-4 Filed
July 29, 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.

	The page numbers listed correspond to the marked copy of the
S-
4/A provided to us under separate cover.

Summary

Imprints Plus Reasons for the Merger, page 18

1. We have reviewed your response to Comment No. 8 from our last
letter.  Please revise your disclosure to include the information
contained in your response

Material Federal Income Tax Consequences, page 38

2. Please disclose that you have received a tax opinion from
counsel,
identifying tax counsel.

Imprints Plus

Security Ownership of Certain Beneficial Owners, page 61

3. We refer to footnote (2) that appears to indicate that 25
percent
of the options to purchase  852,000 shares of common stock became
exercisable on May 1, 2005.  If true, please revise the table to
include the shares underlying these options.

Executive Compensation, page 63

4. Please include footnote disclosure to the compensation table to
discuss what payments fall under the heading, "Other Annual
Compensation."  In addition, we note that you have included a
footnote (1) after the heading, "Restricted Stock Awards," but
that
no corresponding footnote to the table was added.  Please revise
or
advise.

Management`s Discussion and Analysis or Plan of Operation

Results of Operation, page 64

5. We refer to your statement that a reason for the decline in
revenues during the nine months ended September 30, 2004 was a
loss
of key sales representatives.  We further note your disclosure
elsewhere that, during the same period, and in connection with the
"ship to the seller" program, one of the costs incurred by the
company was the development of a sales force.  Please provide
additional disclosure regarding how these two separate disclosures
contributed to your results of operations.

6. We refer to your disclosure regarding the types of customer
product used to train your sales force which has a "very low gross
profit."  You cite the sale of candies as an example of the type
of
product that has a low gross profit.  Please expand your
disclosure
to explain why this is the case and to indicate why your sales
force
was trained using products that typically have a lower gross
profit.
Finally, indicate what product lines are the profitable product
lines
referred to in this section.

BF Acquisition Group

Executive Compensation, page 68

7. We refer to your disclosure that, "other than as described
herein," no executive compensation was paid.  It does not appear
that
other disclosure regarding compensation to executives of BF
Acquisition Group has been included.  Please advise us as to why
the
qualifier here is necessary.  This comment also applies to your
disclosure under the heading, "Compensation of Directors" on page
68
and your disclosure on page 70 regarding FundraisingDirect.

Financial Statements

8. Please update the financial statements of IPI Fundraising, Inc.
and continue to monitor the updating requirements of Rule 3-12 of
Regulation S-X.

Tax Opinion

9. We refer to your response to Comment No. 36 from our last
letter
that characterizes whether any of the entities covered by the S-4
are
investment companies or REITs as "a factual representation."  We
do
not agree that the determination of whether any of these entities
are
investment companies or REITs is a question of fact and continue
to
believe that the signatories to the Certificate are not qualified
to
make these legal conclusions.  Please provide a revised tax
opinion
that removes Item 9 on the third page of the opinion.

10. We have reviewed your response to Comment No. 38 from our last
letter and re-issue the comment.  It is not appropriate for tax
counsel to assume due authorization, execution and delivery and
the
valid and binding nature of the documents in question.
Shareholders
are unable to independently assess the validity and binding nature
of
these documents, and it is inappropriate to require them to do so
in
order to be able to rely on this opinion.

11. We note that tax counsel is assuming that the proposed merger
qualifies as a statutory merger under Delaware and Florida Law in
order to opine that the merger qualifies as a tax-free merger
under
Section 368(a) of the tax code.  This appears to be a legal
conclusion that is crucial to counsel`s tax opinion and therefore
should not be assumed.  Please provide a revised opinion that
removes
this assumption.

12. We have reviewed your response to Comment No. 40 from our last
letter and re-issue the comment.  The language stating that the
opinions are "solely for the benefit of the addressee" suggests
that
stockholders may not rely on this opinion.  Please provide a
revised
opinion that removes this exclusion.

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

	You may contact Wilson Lee at (202) 551-3468 or Jorge
Bonilla,
Senior Accountant, at (202) 551-3414 if you have questions
regarding
comments on the financial statements and related matters.  Please
contact Owen Pinkerton, Attorney-Advisor, at (202) 551-3694 or me
at
(202) 551-3780 with any other questions.

Sincerely,

							Karen J. Garnett
							Assistant Director

cc:	David M. Bovi, Esq. (via facsimile)
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IPI Fundraising, Inc.
Page 5

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