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Letter to the SEC

Christopher J. DeLise

305.539.3319

Fax: 305.358.7058

cdelise@king.com

June 2, 2005

VIA FACSIMILE AND EDGAR

Ms. Sara Kalin

United States Securities and Exchange Commission

Division of Corporate Finance

450 Fifth Street, NW, Mail Stop 4-6

Washington, DC 20549

               Re:
    BSI2000, Inc.

Preliminary Proxy Statement

Filed May 23, 2005 (File No. 000-28287)

Dear Ms. Kalin:

     This letter has been prepared in response to your request for our client, BSI2000, Inc. (“BSI”
or the “Company”), to respond to the comments of the United States Securities and Exchange
Commission (the “SEC”), which were conveyed by you to me on May 31, 2005 via our telephone
conversation, with respect to BSI’s Preliminary Proxy Statement filed with the SEC on May 23, 2005
(File No. 000-28287).

     For your reference, I have attached the four pages from the Definitive Proxy Statement that
contain the changes noted below. As you requested, the Company is filing this response letter as
correspondence in connection with the Preliminary Proxy Statement. Following confirmation by
telephone that you have approved of the changes noted below, the Company intends to file its
Definitive Proxy Statement on Monday, June 6, 2005.

     Based on the comments that you conveyed to me over the phone, the Company has revised its
Proxy Statement as follows:

     1. A new last sentence has been added to the first paragraph on page 12 of the Proxy Statement
(i.e., Proposal No. 2). The new last sentence reads as follows:

     As of the date hereof, the Company has drawn down approximately $3,000,000 out
of a total of $15,000,000 available under the Equity Line, leaving approximately
$12,000,000 that can still be drawn down by the Company thereunder once it has
registered a sufficient number of shares of its common stock. The Company intends
to register additional shares of its stock pursuant to a Registration Statement on
Form SB-2 once the shareholders of the Company approve of the increase in authorized
common stock.

Ms. Sara Kalin

BSI2000, Inc.

Preliminary Proxy Statement

File No. 000-28287

June 2, 2005

Page 2 of 4

     2. The last paragraph on page 12 of the Proxy Statement (i.e., Proposal No. 2) has been
revised to read as follows:

     Other than the Equity Line and Debenture, the Company does not currently have any other
written or oral plans, arrangements or understandings to issue any of the additional shares
of common stock that would be authorized by this proposed amendment to the Company’s
Certificate of Incorporation.

     3. A new third paragraph has been added to page 17 of the Proxy Statement (i.e., Proposal No.
3), which appears after the current second paragraph in the Preliminary Proxy Statement. The new
third paragraph reads as follows:

     Please note, following the adoption of the ISO Plan by the shareholders of the
Company, the Company intends to issue option grants to the following persons in the
amounts set forth opposite their respective names:

    Number of Shares of Stock

    To Which Optionee is

    Entitled to Purchase

    Optionee

    Title/Position

    Pursuant to Option Grant

                Jack Harper

    Chairman and President

    8,000,000

    Carl Sharp

    Vice President of Sales

    2,000,000

    Jeffrey Rooks

    Sales Executive

    250,000

    Glenn Junik

    Vice President of Engineering

    1,000,000

    Total:

    11,250,000

     All of the grants listed in the above table will be new grants under the ISO
Plan when it is adopted by the shareholders of the Company.

Ms. Sara Kalin

BSI2000, Inc.

Preliminary Proxy Statement

File No. 000-28287

June 2, 2005

Page 3 of 4

     4. A new second paragraph has been added to page 21 of the Proxy Statement (i.e., Proposal No.
4), which appears after the current first paragraph in the Preliminary Proxy Statement. The new
second paragraph reads as follows:

     Please note, following the adoption of the D&C Plan by the shareholders of the
Company, the Company intends to issue option grants to the following persons in the
amounts set forth opposite their respective names:

    Number of Shares of Stock

    To Which Optionee is

    Entitled to Purchase

    Optionee

    Title/Position

    Pursuant to Option Grant

                Richard A. Kirk

    Non-Executive Director

    3,000,000

    John Woods

    Non-Executive Director

    2,000,000

    Vincent Fulginiti

    Former Non-Executive Director

    250,000

    Marshall Kaplan

    Former Non-Executive Director

    250,000

    Fritz Keefner

    Former Non-Executive Director

    250,000

    Bernard Nann

    Former Non-Executive Director

    50,000

    Total:

    5,800,000

     All of the grants listed in the above table will be new grants under the D&C Plan when it is
adopted by the shareholders of the Company, except that Messrs. Kirk, Woods and Nann were
previously awarded options to purchase 250,000, 250,000 and 50,000 shares of the Company’s common
stock, respectively, under the Company’s existing 1996 Option Plan. Upon adoption of the D&C Plan
by the Company’s shareholders, the Board intends to cancel these three prior option grants and
issue Messrs. Kirk, Woods and Nann the respective amounts set forth opposite their names in the
table above.

Ms. Sara Kalin

BSI2000, Inc.

Preliminary Proxy Statement

File No. 000-28287

June 2, 2005

Page 4 of 4

     Should you have any questions concerning this letter, the Preliminary Proxy Statement, or the
Definitive Proxy Statement, please contact me at 305-539-3319.

Very truly yours,

/s/ Christopher J. DeLise, Esq.

Christopher J. DeLise, Esq.