SecProbe.io

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Mail Stop 4561

				June 27, 2005

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

Re:	Form 10-K for Fiscal Year Ended December 31, 2004
      	Filed April 15, 2005
		File No. 000-28287
		Form 10-Q for Fiscal Quarter Ended March 31, 2005
		Filed May 13, 2005
		File No. 000-28287

Dear Mr. Harper:

      We have reviewed the above referenced filing and have the
following comment.  Please note that we have limited our review to
the matters addressed in the comment below.  We may ask you to
provide us with supplemental information so we may better
understand
your disclosure.  Please be as detailed as necessary in your
explanation.  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 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-K for the year ended December 31, 2004

Consolidated Financial Statements

Notes to Consolidated Financial Statements

Note 5 - Convertible Debt, page F-17

1. We note the conversion features within the debt issued in
October
and December 2004.  State whether the debt holder had the option
to
convert the debt on the same day as issuance.  Explain what
factors
you considered when evaluating if the conversion feature for each
debt issued is beneficial (i.e., has intrinsic value) to the
holder.
Refer to EITF 98-5 and EITF 00-27.  If there is a beneficial
conversions feature, tell us how you are accounting for this
feature
and indicate how your disclosure addresses this policy.  See
paragraph 4 of SFAS 129.  We also note the convertible debt issued
on
January 19, 2005.

       Please respond to this comment 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
comment 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.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment 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.

	In connection with responding to our comment, please provide,
in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments 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 our review of your filing or in
response to our comment on your filing.

	You may contact Jason Niethamer at 202-551-3855 or me at 202-
551-3488 if you have questions regarding the above comment.

Sincerely,

Stephen Krikorian
Accounting Branch Chief

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Jack Harper
BSI2000, Inc.
June 27, 2005
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