Mail Stop 4561

				March 22, 2006

Jack Harper
BSI2000, Inc.
12600 West Colfax Ave. Suite B410
Lakewood, Colorado, 80215

Re:	BSI2000, Inc.
Form 10-KSB for Fiscal Year Ended December 31, 2004
Forms 10-QSB for Fiscal Quarters Ended March 31, 2005, June 30,
2005
and September 30, 2005
Form 10-KSB/A for Fiscal Year Ended December 31, 2004
File No. 000-28287

Dear Mr. Harper:

	We have reviewed your response letter dated January 30, 2006
and
the above referenced filings and have the following additional
comment.  Where indicated, we think you should revise your
document
in response to this comment.  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 our comment, 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 comment or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.


Form 10-KSB/A for the year ended December 31, 2004

Notes to Consolidated Financial Statements

Note 5 - Convertible Debt, page F-12

Prior Comment Number 1

1. We note your response to our prior comment.  We believe that
DIG
B16 directs you to analysis the embedded derivative under
paragraph
13 of SFAS 133.  This view is supported by DIG B39 which notes
that
paragraph 13(b) is not applicable in certain cases that suggest
that
paragraph 13(a) is applicable.  See Example 1 of DIG B39.  Confirm
that you will not meet the condition in 13(a).  If so, the call
will
not need to be bifurcated.

       Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please submit
all
correspondence and supplemental materials on EDGAR as required by
Rule 101 of Regulation S-T.  You may wish to provide us with
marked
copies of any amendment to expedite our review.  Please furnish a
cover letter with any amendment that keys your response to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing any amendment and your
response to our comment.

	You may contact Jason Niethamer at 202-551-3855 or me at 202-
551-3730 if you have questions regarding the above comment.

Sincerely,



Stephen Krikorian
Accounting Branch Chief

Jack Harper
BSI2000, Inc.
March 22, 2006
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