May 10, 2006

Mail Stop 4561

Steven R. Garman
President and Chief Executive Officer
QI Systems, Inc.
704 Saddlebrook Drive
Colleyville, TX 76034

Re: QI Systems, Inc.
Amendment 2 to Registration Statement on Form S-4
Filed February 22, 2006
File No. 333-130594


Dear Mr. Garman:

      We have reviewed your response letter dated March 6, 2006
and
have the following comments.  Where indicated, we think you should
revise your documents 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 information so we may better understand
your
disclosure.  After reviewing this information, we may 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.

1. We note your response to prior comment 1 of our letter dated
March
1, 2006.  As discussed in a teleconference on May 8, 2006 between
Anne
Nguyen of our staff and Dean Tetirick, please confirm that you
will
comply, as applicable, with the requirements of Rule 414,
including
the filing of the amendment set forth in Rule 414(d).

2. As indicated in your response letter dated March 6, 2006,
please
revise the legal opinion to include the review procedures
discussed in
response to prior
comment 2.


*	*	*	*	*

      As appropriate, please amend your filings 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 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.

      You may contact Hugh Fuller at (202) 551-3853 with any
questions.  If you require further assistance, please contact Anne
Nguyen, Special Counsel, at (202) 551-3611 or me at (202) 551-
3462.

 Sincerely,


 Mark P. Shuman
 Branch Chief - Legal


cc: 	Dean A. Tetirick
Cantey & Hanger, LLP
801 Cherry Street, Suite 2100
Fort Worth, TX 76102
Facsimile Transmission: (817) 877-2807