UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                     Form 10-KSB

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

                      For the fiscal year ended June 30, 2004

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934

                  For the transition period from _________ to _________

                     Commission file number _________________________

                           3Si HOLDINGS, INC.
             (Name of small business issuer in its charter)

              Wyoming                                 83-0245581
(State or other jurisdiction of incorporation        (IRS Employer
           or organization)                       Identification No.)

     6886 S. Yosemite Street, Centennial, CO           80112
     (Address of principal executive offices)        (Zip Code)

                  Issuer's telephone number:  720/493-1660

     Securities registered under Section 12(b) of the Exchange Act:
                                  None

     Securities registered under Section 12(g) of the Exchange Act:
                     Common stock, $0.01 par value

     Check whether the issuer (1) filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the past
12 months (or for such shorter period that the Company was required
to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

[X] Yes
[ ] No

     Check if disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no
disclosure will be contained, to the best of Company's knowledge, in
definitive proxy or information statements incorporated by reference
in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.

[ ]

     Issuer's revenues for its most recent fiscal year: $1,099,944

     The aggregate market value of the voting and non-voting
common equity held by non-affiliates of the Company as of September
21, 2004, computed at a per-share value of $0.07 per share:  $781,912.

     The number of shares outstanding of each of the issuer's classes
of common equity, as of June 30, 2004:  36,325,943.

     Transitional Small Business Disclosure Format (Check one):

[ ] Yes
[X] No

                                 TABLE OF CONTENTS

PART I.                                                                    5

ITEM 1.  DESCRIPTION OF BUSINESS.                                          5
ITEM 2.  DESCRIPTION OF PROPERTY                                          13
ITEM 3.  LEGAL PROCEEDINGS.                                               13
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.             14

PART II.                                                                  15

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.        15
ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.       16
ITEM 7.  FINANCIAL STATEMENTS.                                            24
ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.                                            25
ITEM 8(A) CONTROLS AND PROCEDURES.                                        25
ITEM 8(B) OTHER INFORMATION                                               25

PART III.                                                                 25

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.               25
ITEM 10. EXECUTIVE COMPENSATION.                                          28
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.  29
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.                  31
ITEM 13. EXHIBITS                                                         32

     Statements contained in this Annual Report and Form 10-KSB
include forward looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 and involve substantial
risks and uncertainties that may cause actual results to differ
materially from those indicated by the forward looking statements.
All forward looking statements in the Annual Report and Form 10-KSB,
including statements about the Company's strategies, expectations
about new and existing products, market demand, acceptance of new and
existing products, technologies and opportunities, market size and
growth, and return on investments in products and market, are based
on information available to the Company on the date of this document
and the Company assumes no obligation to update such forward looking
statements. Readers of this Annual Report and Form 10-KSB are
strongly encouraged to review the section entitled "Factors Which May
Affect Future Performance and Financial Condition".

Part I.

Item 1.  Description of Business.

Business Development.

     The Company's principal executive offices are located at 6886 S.
Yosemite Street, Centennial, Colorado 80112; the telephone number is
(720) 493-1660. The Company is a Wyoming corporation formed in 1979,
but is doing business in Colorado.

     The Company's iKEW (*) (Internet powered Knowledge, Experience and
Wisdom) product family provides companies business process tools and
support.  Portal Management, Content Management, Request Tracking and
Workflow Processing are all integrated and presented through the
customer's look and feel.

     3Si Holdings, Inc. provides businesses of all sizes and types
the ability to create, manage, and share enterprise intelligence with
anyone, anywhere, anytime over the Internet, using an easy to use,
integrated suite of portal management, content management, request
tracking, and workflow management technology. The REAL WORLD
SIMPLICITYSM of iKEW (*) enables enterprises to empower their people,
increasing productivity.

     Creating a highly customer centric experience differentiates
iKEW (*) from the traditional IT deployment model. Being customer
centric means iKEW (*) accommodates and reflects the way the customer's
business works, thus minimizing the need for training and change to
their organization.

     Organizations typically spend thousands or millions of dollars
and months or years bringing their disparate systems together. This
type of deployment needs to be maintained by a specialized staff and
their required resources, at significant expense. The simplicity of
an iKEW (*) deployment reduces the time and cost of bringing disparate
systems together while enabling the customer's IT staff to focus on
their core business.

     iKEW (*) is about simplicity, empowerment, productivity, leverage,
economies of scale, and above all, value.

Description of Products/Services.

     iKEW (*) is a family of collaboration, content management, and
Business Process Management tools. iKEW (*) is also provided as a series
of solution sets of services. These can be contracted as a whole
group, individually or in combination:

     - Portal Management

     - Content Management

     - Request Tracking

     - Workflow Management

     Portal Management encompasses the concept of Document/Content
Management-and much more. Portal Management includes the entire body
of knowledge maintained by an organization and how it is packaged,
presented to, and accessed by a variety of audiences. Based on need
and preference, portals vary in a number of ways, including:

     - How the user is welcomed

     - Single sign-on for business applications

     - Unique branding of the user interface

     - Type of information featured and highlighted

     - Content filtering/searching, Meta tags

     - Tone of the language and graphics used

     - Access privileges within the site

     - User interface with consistent navigation elements

     - Content Management

      By simplifying the process of knowledge capture and distribution
to appropriate personnel, iKEW (*) ensures that web sites are no longer
stagnant-instead allowing/enabling them to be dynamic and efficient.
They reflect what is happening in real time. Behind the scenes,
valuable IT resources are freed up. This is accomplished by:

     - Capturing and creating Knowledge at the Source

     - Aggregating and improving that Knowledge

     - Managing distribution securely through the Internet and
       Wireless devices

     - Unification of disparate information and data

     - Inputting the Knowledge is as easy as using MS Word

     - Search capability - natural language, key words,
proprietary algorithms, and, techniques allow each customer
to define their own organizational communication
terminology. Over time the iKEW (*) Knowledge base reflects
the most frequently requested information.

     - Request Tracking

     iKEW's (*) request tracking is capable of reflecting requests which
are part of an enterprise's everyday work process. If a request goes
out to an individual, and that request is not answered in a specified
amount of time, it will automatically go to the next person in line.
Multiple levels of Escalation are available, which can incorporate
the following  features:

     - Call logging

     - Escalation and notification (Wireless and E-mail)

     - Two-way communication with a support representative
       (wireless and Internet)

     - File attachments to call tickets

     - Customer profile management

     - On-line status for customers as well as management

     - Reporting

     - Migration of solutions to the iKEW (*) knowledge database

     - Workflow

     Workflow Processing enables firms to create simple, task-based
applications for self-service users, such as customers seeking
delivery updates or factory supervisors adjusting production
schedules. These applications are enabled by a simple wizard interface.

     - Application features like security, personalization,
       content management, and search are much more powerful when
       shared across applications. This enables users to work
       across departments and applications without worrying about
       different logins, reducing repetitive task.

     - Approval Process - once entered, if an Approval Process is
       needed the Document/Content automatically gets routed to
       the individual who has Approval rights. Multiple levels of
       Approval are available.

     - Escalation Notification - if a request goes out to an
       individual and that request is not answered in a specified
       amount of time it will automatically go to the next person
       in line. Multiple levels of Escalation are available.

     - Process Management: The flexible workflow infrastructure
       allows the customer to set up business processes based on
       the current status and priority of the process object.
       Business process information can be interfaced with
       external data sources.

     Each of the components of iKEW (*) has a separate market, and
therefore it is very difficult to estimate the total size of the
consolidated market for the integrated product of the Company. At the
present time, the total worldwide market for all collaborative tools
is estimated to be at least $22 billion dollars according to a
Forester Report.  For example, in 2002 estimates for the size of the
portal market varied from $550 million to $800 million with growth
rates ranging from 20 percent to 40 percent through 2006. Market
share estimates also vary, with Gartner Group estimating that
competing products offered by companies such as Plumtree, IBM, and
SAP all had a 7 percent share (June 6, 2002). Similar variances are
found in the collaboration and content management markets, but
indicated that there is no dominant player in these markets.

     Therefore, because iKEW (*) is a more tightly integrated product,
the Company feels that it has a broader market appeal. By marketing a
tightly integrated product, the Company is able to provide its
customers with enhanced functionality for approximately 30% of the
price of what some of the above vendors would charge. The Company
further believes that it has an advantage over its competitors
because, as a result of having such an integrated product, it is able
to significantly reduce the number of persons necessary to accomplish
an implementation of the product, which then allows the Company to
leverage the iKEW (*) product to companies, and thus sell more
Professional Services as a way to increase its market presence.

     The Company believes that opportunities exist for all components
of iKEW (*) in enterprises ranging from small to large, including
government and military, and public/private education institutions.
The Company will continue to pursue these opportunities as a key
factor for growth and brand recognition. The Company anticipates that
large enterprises will generate significant revenue from licensing
and reselling. These customers are cost sensitive and will provide
the user volume needed to keep Company profitable and generate
positive cash flow. The architecture of iKEW (*) allows support for
multiple customers from a single infrastructure, keeping costs low
and attractive to this market. Further, because iKEW (*) is "Real World
SimplicitySM", customers do not require expensive information
technology professionals for support.

     Small enterprises are targeted because using iKEW (*) they can
access the Internet as a competitive weapon against their much larger
competitors. Without making capital investments, they can take
advantage of iKEW's (*) economies of scale, keeping their costs low,
while enhancing their ability to compete on a global scale.

*iKEW is a trademarked name.

Enterprise Market

     Large enterprises can reap significant benefits from
installation and utilization of the iKEW (*) Product. These companies
have very large, expensive information technology staffs, and their
priorities are to the mission critical systems. They tend to be
geared toward large, complex projects, and find it difficult to
adjust to rapidly changing business environments and "Internet time."
The Company's strategy for these organizations is to offer them a
license, with annual maintenance. The Real World SimplicitySM of iKEW (*)
does not require the corporations' information technology human
resources for implementation or maintenance, freeing them to focus on
the mission critical systems.

Channel Sales

     Channel sales are those sales provided by resellers of the iKEW (*)
Product.  These resellers typically focus on using the iKEW (*) Product
in their vertical markets, such as professional services or price
comparison products.  The Company expects channel sales could be a
significant growth vehicle because the Company does not have the
resources to hire a global sales force at this time.   To provide the
Company with greater access to those markets, and to capitalize
through these channel sales opportunities, it plans to continue to
develop its' reseller relationships.  The Company has been in the
process of negotiating a reseller agreement with a couple of
established organizations, which could provide enterprise and
vertical focuses.  Terms of the reseller agreements have not been
completed at this time.

Vertical Markets

     Education is one of the markets that the Company will continue
to focus on. One issue that the iKEW (*) Product addresses is how to
deliver training in a cost effective manner. They want to limit or
eliminate travel related expense to keep the cost of training as low
as possible.  Another issue faced is how to secure this environment
over the Internet, and iKEW (*) solves this with world-class proprietary
security.  The Company continues to pursue educational initiatives
through the internal organizations of various companies, as well as
public and private educational institutions.

     Price Comparison Solutions is another market that the Company
will continue to target.  One example of the price comparison market
is an Overnight Mail Service price comparison solution, which the
Company developed for a large financial institution. With Overnight
Mail Service, addresses are certified against the United States
Postal Service database, prices from different carriers are provided,
labels are created, and links are available to track packages.  This
resulted in substantial savings in Overnight Mail Service costs with
improved reliability of delivery for the large financial institution
that purchased the product.  This was a license sale.

     Governments at all levels have time-to-market requirements as
well. The Company believes that an iKEW (*) Product implementation could
provide increased productivity achieved by simplification of
information distribution, reduction in IT resources, and a reduction
in travel. Significant opportunity exists within government for the
complete set of iKEW (*) capabilities.

     All public school districts are potential customers for iKEW (*).
iKEW (*) provides services that cost effectively link administrators,
teachers, students, and parents. Budget limitations have created an
environment where school districts cannot afford expensive IT
solutions, yet they need to leverage technology to maximize the tax
dollars they receive. iKEW (*) deployed as an ASP service reduces or
eliminates the need for schools to maintain expensive hardware
platforms and provides the security schools require.

     The Company believes that once the education environment of any
enterprise is penetrated, significant up/cross selling opportunities
exist to implement iKEW (*) in other divisions or business units. These
opportunities will significantly reduce Company's cost of sales.

Small to Medium-sized Business Market

     Small to medium sized enterprises can take advantage of iKEW's (*)
strengths, low cost, and rapid implementation. These types of
enterprises need to be very cost conscious and, at the same time,
improve their time to market. iKEW's (*) Application Service Provider
(ASP) delivery model reduces the need for any capital investment.
All that is required is access to a web browser and an Internet
connection to take advantage of the iKEW (*) capabilities.  The Company
continues to move forward with the design and definition of a major
upgrade to its iKEW (*) Product, and believes that the next major
release will make this market segment more accessible.  No date has
been set for completion of the upgrade.

Summary

     The Company's principal services provided during FY2003 and
FY2004 were portal and collaborative tools, web-site development and
notification system implementation using the iKEW (*) products, and
licensing of the iKEW (*) Internet-based content management and
collaboration.  Currently the Company has 10 projects in the sales
process.  There is no guarantee that the Company will close these
opportunities, but the Company is hopeful that the agreements it is
putting in place with independent contract representatives will
increase this pipeline and expand the customer base.

     The Company entered into an agreement to provide maintenance and
development services for large financial institution during the
course of FY2003 and was able to leverage that experience to close
business in the second quarter with a large telecommunications
company headquartered in Ashburn, VA. The original contract with the
financial institution was converted from a payment per transaction
agreement to a traditional software licensing agreement with the
purpose of capturing a known amount of revenue rather than risking
future transactional based revenue.  A contract remains in place for
the continuation of support and ongoing services as defined in
separate statements of work.  An ongoing maintenance agreement
provides for annual maintenance revenue. Additionally we are pursuing
opportunities within the existing customer base.

     Currently the Company is poised to grow with new customers to
take advantage of the strength iKEW (*) has created for customers such
as MCI, Wells Fargo, SMI International and others. In 2004, the
Company provided more demonstrations of their iKEW (*) software and services
than in the previous two years. This happened for a number
of reasons. First, the current version of iKEW (*) has proven to be one
of the most flexible and robust tools on the Collaborative Content
Management market. Its tightly integrated blend of customer driven
Portal Management, Request Tracking, Content Management and Work Flow
Management is not found in any other product on the market today. In
addition the company can provide multiple languages (due to its
double byte design), custom reports, versioning control, different
presentation templates and many other features in every
implementation, if desired by the customer. All of this customer
centric design allows for the typical iKEW (*) implementation to come to
the customer in approximately 6 weeks, creating a tremendous time to
market advantage when compared to traditional vendors.

     The Company is in discussions with a number of vendors to resell
the iKEW (*) product suite. These companies represent a large global
services delivery group, a telecommunications service provider, a
government systems integration firm, information technology firm and
a Native American reselling organization.  In addition we are
continuing to win business with our current customer base. There can
be no assurance that any of the current discussions will lead to new
business but the company is very optimistic regarding these presentations.

     The Company entered into and completed delivery of an
Educational System to Hewlett Packard Corporation during FY2003.  A
contract remains in place should Hewlett Packard choose to execute
additional services. HP's reorganization with Compaq has put any
further work on hold.  No new revenue is expected from HP at this time.

     The Company successfully negotiated two agreements with a
significant telecommunications company for software license purchases
with ongoing maintenance and support.  Both agreements had start
dates in the second quarter of FY2004. We were able to complete the
initial deliveries for the organization and projects are going well.
The Company was able to bill for these deliveries and will continue
to deliver against the existing Statement of Work into the first
quarter of fiscal year 2005.  There are some small opportunities that
the company has won with this organization and continues to increase
iKEW's (*) presence within the company.

Employees

     During fiscal year 2004, the Company had nine employees, eight
of whom were in the area of sales and marketing and software
development and customer service, and one of whom was in administration.

Corporate History

3Si Holdings, Inc. and 3Si, Inc.

     3Si, Inc. ("3Si") was incorporated in the State of Colorado in
1979.  3Si is a wholly owned subsidiary of 3Si Holdings, Inc., a
publicly traded Wyoming Corporation ("TSIH" or the "Company").  The
Company also wholly owns KEWi.net, Inc. (and the "iKEW" (*) software
products).  3Si and TSIH focus their efforts on the marketing, sales,
and integration of iKEW (*) products.

     On May 28, 1997, TSIH (previously known as Tyrex Oil Company)
acquired 100% of the common stock of 3Si.  Under the terms of the merger, 3Si
is a wholly owned subsidiary of TSIH.  The merger was
accounted for as a purchase of TSIH by 3Si, since the reverse merger
resulted in 72% of the outstanding stock of TSIH being held by the
3Si stockholders.

     The Company's principal services provided during the years ended
June 30, 2004 and 2003 were web site development using the iKEW (*)
products, and the licensing of the iKEW (*) Internet-based customer
support system.  The Company's principal markets are large
corporations located in Colorado.

     The corporate offices are located in Centennial, Colorado.

KEWi.net, Inc.

     KEWi.net, Inc. ("KEWi") was incorporated in February 1999 as a
TSIH subsidiary in Colorado. TSIH owned 69% of the outstanding common
stock of KEWi as of June 30, 2003.  Effective September 23, 2003
(Note I), the Company acquired the 31% minority interest in KEWi and
now owns 100% of KEWi.net, Inc.

"See also Note A in Exhibit 6."

Item 2.  Description of Property

     The Company is leasing office space under a month by month lease
agreement.  The Company is exploring new office space leasing
opportunities.

     The Company also leases computer hardware equipment under non-
cancelable capital leases.  Upon expiration of these leases, the
Company has the option of purchasing the equipment for a nominal fee
or turning it back.  These leases expire between March 2005 and
September 2005.  Expiration of these leases should have minimal
impact on the operations of the Company.

     The Company owns furniture, fixtures and computer equipment and
also leases computer equipment.  "See preceding paragraph".  These
leases have allowed the Company to better manage its cash flow by
paying for the equipment over time.

Item 3.  Legal Proceedings.

     The Company is not a party to any material pending legal
proceedings and, to the best of its knowledge, no such action by or
against the Company has been threatened.

Item 4.  Submission of Matters to a Vote of Security Holders.

     On September 23, 2003, KEWi.net, Inc. held a shareholder meeting
to vote on the conversion of KEWi.net, Inc. shares into shares of 3Si
Holdings, Inc. on a one for one basis.  The vote unanimously passed.
The directors of the Company approved the conversion of KEWi.net,
Inc. stock to 3Si Holdings, Inc. shares.  This action resulted in the
issuance of 655,606 shares of 3Si Holdings, Inc. stock.

Part II.

Item 5.  Market for Common Equity and Related Stockholder Matters.

     The Company's Common Stock is traded in the Over-the-
Counter Bulletin Board (symbol "TSIH"), having commenced trading on
January 2, 1987 (on September 16, 1998, the name of the Company was
changed from Tyrex Oil Company).  The range of closing bid prices
shown below is as reported by this market.  The quotations shown
reflect inter-dealer prices, without retail mark-up, markdown or
commission and may not necessarily represent actual transactions.

Per Share Common Stock Prices by Quarter
For the Fiscal Year Ended June 30, 2004

                                            High           Low

Quarter Ended September 30, 2003            $0.05          $0.02
Quarter Ended December 31, 2003              0.05           0.02
Quarter Ended March 31, 2004                 0.08           0.03
Quarter Ended June 30, 2004                  0.15           0.04

Per Share Common Stock Prices by Quarter
For the Fiscal Year Ended June 30, 2003

                                            High           Low

Quarter Ended September 30, 2002             0.05           0.01
Quarter Ended December 31, 2002              0.08           0.01
Quarter Ended March 31, 2003                 0.08           0.03
Quarter Ended June 30, 2003                  0.05           0.02

     As of September 13, 2004, there were approximately 1631
shareholders of record of the Company's common stock.

Dividend Information

     The Company has not declared or paid a cash dividend to
stockholders since it was incorporated.  The Board of Directors
presently intends to retain any earnings to finance Company
operations and does not expect to authorize cash dividends in the
foreseeable future.  Any payment of cash dividends in the future will
depend upon the Company's earnings, capital requirements and other factors.

Item 6.  Management's Discussion and Analysis or Plan of Operation.

     The following discussion should be read in conjunction with the
financial statements of the Company and notes thereto contained
elsewhere in this report.

Management's Statement

     The Company's overall performance, which is measured by the
number of iKEW (*) installations that it develops and implements,
together with work that is performed under ongoing contractual
maintenance and servicing obligations, did not experience any
significant growth for most of the first six-months of the year.  The
Company did, however, notice an increasingly positive level of
interest throughout the remainder of the period as a result of
installations that have been performed.  In our view, the number of
new opportunities that are currently in the pipeline are the direct
result of the marketing efforts that we have made with our large
customers once an iKEW (*) has been implemented.

     While the Company's cash flow remains a significant concern,
because of its cyclical nature, the Company continues to evaluate its
overhead and has been able to reduce a number of its expenses.

Liquidity and Capital Resources at June 30, 2004

     (a)  General.  As of June 30, 2004, the Company had (negative)
working capital of ($324,427), and had cash flow used by operations
of ($223,635) for the year then ended. Both of these balances are
directly related to the Results of Operations discussed below.  All
June 30, 2004, trade receivables are current.

     (b)  Other Sources of Working Capital.  On September 13, 2002,
the Company borrowed $100,000 from Jerome K. Thorson, CEO.  The loan
was paid in full in July of 2003.

     During FY2003, Mr. Thorson also extended the Company $496,945 at
a current interest rate of 4.00%.  The due date on the loan is open
ended.  The Company is currently making the interest payments to the
bank from which Mr. Thorson received his personal loan.

     During FY2003, Mr. Frank Backes, CFO, signed for a line of
credit for $44,900.  This loan was paid in full in July 2003.

     (c)  Credit Facilities.  Management plans to negotiate a new
line of credit in the near future. Significant agreements to provide
services to three major organizations are in negotiations which, if
consummated will provide additional client revenue with anticipated
start dates in fiscal year 2005. These are ongoing discussions, which
due to business conditions have slipped into our new fiscal year. We
are continuing to speak with all these organizations and have added
others that may be more able to perform. Most of these issues are
funding challenges on the part of the division or company. In the
case of the educational provider they know that they will not be
funded until next calendar year. It is the government services
provider, which we believe may have the most potential due to the
fact that they have contracts requiring fulfillment that call for
many of the features currently in iKEW (*).

Results of Operations

Overview

     The Company's principal services provided during FY2003 and
FY2004 were portal and collaborative tools, web-site development and
notification system implementation using the iKEW (*) products, and
licensing of the iKEW (*) Internet-based content management and
collaboration.  Currently the Company has 10 projects in the sales
process.  The Company has not had any pricing increases over the past
year and believes it is very competitive in the marketplace. However,
there is no guarantee that the Company will close these
opportunities. The Company is hopeful that the agreements it is
putting in place with independent contract reps will increase this
pipeline and expand the customer base.

     The Company entered into an agreement to provide maintenance and
development services for a large financial institution during the
course of FY2003 and was able to leverage that experience to close
business in the second quarter with a large telecommunications
provider based in Ashburn, VA.  The original contract with the
financial institution was converted from a payment per transaction
agreement to a traditional software licensing agreement with the
purpose of capturing a known amount of revenue rather than risking
future transactional based revenue.  A contract remains in place for
the continuation of support and ongoing services as defined in
separate statements of work.  An ongoing maintenance agreement
provides for annual maintenance revenue. Additionally we are pursuing
opportunities within the existing customer base.

     Currently the Company is poised to grow with new customers to
take advantage of the strength iKEW (*) has created for customers such
as MCI, Wells Fargo, SMI International and others. In 2004, the
Company provided more demonstrations of their iKEW (*) software and
services than in the previous two years. This happened for a number
of reasons. First, the current version of iKEW (*) has proven to be one
of the most flexible and robust tools on the Collaborative Content
Management market. Its tightly integrated blend of customer driven
Portal Management, Request Tracking, Content Management and Work Flow
Management is not found in any other product on the market today. In
addition, the Company's product can provide multiple languages (due
to its double byte design), custom reports, versioning control,
different presentation templates and many other features in every
implementation, if desired by the customer. All of this customer
centric design for the typical iKEW (*) implementation be delivered to
the customer in approximately 6 weeks, creating a tremendous time to
market advantage when compared to traditional vendors.

     Currently the Company is in discussions with a number of vendors
to resell the iKEW (*) product suite. These companies represent a large
global services delivery group, a telecommunications service
provider, a government systems integration firm, information
technology firm and a Native American reselling organization.  In
addition we are continuing to win business with our current customer
base. There can be no assurance that any of the current discussions
will lead to new business but the company is very optimistic
regarding these presentations.

     The Company entered into and completed delivery of an
Educational System to Hewlett Packard Corporation during FY2003.  A
contract for fulfillment remains in place should Hewlett Packard
choose to execute additional services. HP's reorganization with
Compaq has put any further work on hold.  Therefore, no new revenue
from the fulfillment contract is expected from HP at this time.

     The Company successfully negotiated two agreements with a
significant telecommunications company for software license purchases
with ongoing maintenance and support.  Both agreements had start
dates in the second quarter of FY2004. We were able to complete the
initial deliveries for the organization and projects are going well.
The Company was able to bill for these deliveries and will continue
to deliver against the existing Statement of Work into the first
quarter of fiscal year 2005.

     Year Ended June 30, 2004 with Comparison to Year Ended June 30, 2003.

     The Company reported a net (loss) for FY 2004 of ($69,509)
compared with a net (loss) of ($63,422) for FY 2003.

     Revenues decreased by approximately $48,000 for FY 2004 compared
to FY 2003. The Company's revenues have primarily been derived from
two major customers. The revenue will vary for each period based on
the timing and magnitude of the major projects undertaken for these
customers.  Of the total revenue of $1,099,944, approximately
$804,000 was derived from various contracts with a major
telecommunications company headquartered in Ashburn, Virginia and
approximately $232,000 was derived from a contract with Wells Fargo.
The remainder of the revenue was generated from contracts with
several other companies.

     Cost of revenues increased by approximately $18,000 for FY 2004
compared to FY 2003.

     Selling and administrative expenses decreased by approximately
$65,000 for FY 2004 compared to FY 2003. This is primarily
attributable to the following factors:

     Decreased compensation costs including payroll, employee
benefits and payroll taxes of approximately $51,000; legal,
accounting and consulting fees decreased approximately $8,000; bank
charges decreased approximately $4,000; SEC filing costs decreased
approximately $4,000; and lease costs including rent and equipment
leases decreased approximately $4,000.

     Vehicle expenses and insurance increased approximately $6,000.
Advertising expense including trade shows increased approximately $19,000.

     Other income increased approximately $5,000 due to a refund of
old governmental filing fees.

     A one time loss on the purchase of minority interest in
subsidiary of approximately $13,000 was incurred for the cost of
common stock issued to purchase the minority interest.  See Item 4.
Submission of Matters to a Vote of Security Holders.

Critical Accounting Policies and Estimates

     The Company's revenue recognition policies are in compliance
with all applicable accounting regulations, including American
Institute of Certified Public Accountants ("AICPA") Statements of
Position ("SOP") 97-2 and 98-4, "Software Revenue Recognition".
These statements provide criteria to be met in order for revenue to
be recognized.  In summary, the Company recognizes revenues from the
sale of software products when it can be determined that persuasive
evidence of an arrangement exists, delivery and acceptance has
occurred, the vendor's fee is fixed or determinable and collect
ability is probable.  Revenues from other contract services are
generally recognized under the percentage-of-completion method, as
measured by achievement of the milestones specified in the
agreements.  Maintenance and support revenues are recognized ratably
over the term of the related agreements.  The iKEW (*) software is
licensed to the users on a monthly subscription basis.  License
revenue is recognized monthly as the service is provided.

Factors Which May Affect Future Performance and Financial Condition

     The Company recognizes that with the trend toward Internet-based
software products, there is a short window of opportunity where
iKEW (*), a developed and available product, can capture a market
demanding Internet designed solutions.  The Company has been in
business for 26 years and is continually updating the iKEW (*) Product
to address market demands for increased technology.  However, the
risk of losing this advantage exists.  There is no assurance that the
Company will be able to capture and maintain enough market share to
compete successfully in the future.  The Company sees the following
risk factors associated with its business:

(a)Product Development

     There can be no assurance that the Company will generate
significant revenues in the future from its developed products; and
there can be no assurance that the Company will operate at a
profitable level.  If the Company is unable to obtain customers and
generate sufficient revenues so that it can profitably operate, the
Company's business will not succeed.  In such event, investors in the
shares of common stock of the Company may lose their entire investment.

     As a result of the fixed nature of many of the Company's
expenses, the Company may be unable to adjust spending in a timely
manner to compensate for any unexpected delays in the marketing of
the Company's products or any capital raising or revenue shortfall.
Any such delays or shortfalls will have an immediate adverse impact
on the Company's business, operations and financial condition.

(b)Significant Working Capital Requirements

     The working capital requirements associated with the plan of
business of the Company will continue to be significant.

(c)Control of the Company by Officers and Directors

     The Company's officers and directors beneficially own
approximately 73% of the outstanding shares of the Company's common
stock.  As a result, such persons, acting together, have the ability
to exercise significant influence over all matters requiring
shareholder approval.  Accordingly, it could be difficult for the
investors hereunder to effectuate control over the affairs of the
Company.  Therefore, it should be assumed that the officers,
directors, and principal common shareholders who control the majority
of voting rights will be able, by virtue of their stock holdings, to
control the affairs and policies of the Company.

(d)Product Distribution and Market Acceptance

     The Company has developed and offers a subscription-based
distribution model for its proprietary products.  Although
subscription-based services are commonplace within the information
technology industry, this model represents a significant deviation
for the traditional knowledge management and support center industry.
Existing support center call management products are Windows-based
applications licensed on a per-user basis with an associated annual
maintenance fee.  A subscription-based service offers many advantages
over traditional software distribution models, including but not
limited to recurring revenue.  This model has not yet been proven
with the Company's target market; however, interest in this method of
delivery has been expressed by the Fortune 100 corporations that have
recently contracted with the Company.

(e)Changing Technologies

     The Company's business is subject to changes in technology and
new service introductions.  Accordingly, the Company's ability to
compete will depend upon its ability to adapt to technological
changes in the industry and to develop services based on those
changes to satisfy evolving client requirements.  Technological
changes may create new products or services that are competitive
with, superior to, or render obsolete the services currently offered.

(f)  Acceptance and Effectiveness of Internet Electronic Commerce

     The Company's success in establishing an e-commerce business web
site will be dependent on consumer acceptance of e-retailing and an
increase in the use of the Internet for e-commerce.  If the markets
for e-commerce do not develop or develop more slowly than the Company
expects, its e-commerce business may be harmed.  Internet use by
consumers is in an early stage of development, and market acceptance
of the Internet as a medium for content, advertising and e-commerce
is uncertain.  A number of factors may inhibit the growth of Internet
usage, including inadequate network infrastructure, security
concerns, inconsistent quality of service, and limited availability
of cost-effective, high-speed access.  If these or any other factors
cause use of the Internet to slow or decline, the Company's results
of operations could be adversely affected.

(g)  Competition in Internet Commerce

     Increased competition from e-commerce could result in reduced
margins or loss of market share, any of which could harm both the
Company's retail and e-commerce businesses.  Competition is likely to
increase significantly as new companies enter the market and current
competitors expand their services.  Many of the Company's present and
potential competitors are likely to enjoy substantial competitive
advantages, including larger numbers of users, more fully-developed
e-commerce opportunities, larger technical, production and editorial
staffs, and substantially greater financial, marketing, technical and
other resources.  If the Company does not compete effectively or if
it experiences any pricing pressures, reduced margins or loss of
market share resulting from increased competition, the Company's
business could be adversely affected.

(h)  Unreliability of Internet Infrastructure.

     If the Internet continues to experience increased numbers of
users, frequency of use or increased bandwidth requirements, the
Internet infrastructure may not be able to support these increased
demands or perform reliably.  The Internet has experienced a variety
of outages and other delays as a result of damage to portions of its
infrastructure, and could face delays in the future.  These outages
and delays could reduce the level of Internet usage and traffic on
the Company web site.  In addition, the Internet could lose its
viability due to delays in the development or adoption of news
standards and protocols to handle increased level of activity.  If
the Internet infrastructure is not adequately developed or
maintained, use of the Company web site may be reduced.  Even if the
Internet infrastructure is adequately developed, and maintained, the
Company may incur substantial expenditures in order to adapt its
services and products to changing Internet technologies.  Such
additional expenses could severely harm the Company's financial results.

(i)  Governmental Regulation of the Internet.

     The Company is subject to the same federal, state and local laws
as other companies conducting business on the Internet.  Today, there
are relatively few laws specifically directed towards online
services.  However, due to the increasing popularity and use of the
Internet and online services, it is possible that laws and
regulations will be adopted with respect to the Internet or online
services.  These laws and regulations could cover issues such as
online contracts, user privacy, freedom of expression, pricing,
fraud, content and quality of products and services, taxation,
advertising, intellectual property rights and information security.
Applicability to the Internet of existing laws governing issues such
as property ownership, copyrights and other intellectual property
issues, taxation, libel, obscenity and personal privacy is uncertain.

     Several states have proposed legislation that would limit the
uses of personal user information gathered online or require online
services to establish privacy policies.  The Federal Trade Commission
also has recently started a proceeding with an online service
regarding the manner in which personal information is collected from
users and provided to third parties.  Changes to existing laws, or
the passage of new laws intended to address these issues, could
directly affect the way that the Company does business, or could
create uncertainty in the marketplace.  This could reduce demand for
the Company's services or increase the delivery costs, or could
otherwise harm the Company's business.  In addition, foreign
jurisdictions may claim that the Company is required to comply with
their laws.  In some jurisdictions, the Company will be required to
collect value-added taxes on the Company's fees.  Failure to comply
with foreign laws could subject the Company to penalties ranging from
fines to bans on its ability to offer services.

(j)  Shares Eligible for Future Sale

     All of the 25,155,766 shares of common stock, which are
currently held, directly or indirectly, by management have been
issued in reliance on the private placement exemption under the
Securities Act of 1933.  Such shares will not be available for sale
in the open market without separate registration except in reliance
upon Rule 144 under the Securities Act of 1933.  In general, under
Rule 144 a person (or persons whose shares are aggregated) who has
beneficially owned shares acquired in a non-public transaction for at
least one year, including persons who may be deemed affiliates of the
Company (as that term is defined under that rule) would be entitled
to sell within any three-month period a number of shares that does
not exceed the greater of 1% of the then outstanding shares of common
stock, or the average weekly reported trading volume during the four
calendar weeks preceding such sale, provided that certain current
public information is then available.  If a substantial number of the
shares owned by these shareholders were sold pursuant to Rule 144 or
a registered offering, the market price of the common stock could be
adversely affected.

Forward-Looking Statements

     The foregoing Management's Discussion and Analysis of Financial
Condition and Results of Operation contains "Forward-Looking
Statements" within the meaning of Rule 175 of the Securities Act of
1933, as amended, and Rule 3b-6 of the Securities Exchange Act of
1934, as amended, including statements regarding, among other items,
the Company's business strategies, continued growth in the Company's
markets, projections, and anticipated trends in the Company's
business and in the industry in which it operates.  The words
"believe," "expect," "anticipate," "intends," "forecast," "project"
and similar expressions identify Forward-Looking Statements.  These
Forward-Looking Statements are based largely on the Company's
expectations and are subject to a number of risks and uncertainties,
certain of which are beyond the Company's control.  The Company
cautions that these statements are further qualified by important
factors that could cause actual results to differ materially from
those in the Forward-Looking Statements, including, among others, the
following:  reduced or lack of increase in demand for the Company's
products, competitive pricing pressures, changes in the cost of
providing Company's services   and the level of expenses incurred in
the Company's operations.  In light of these risks and uncertainties,
there can be no assurance that the Forward-Looking information
contained herein will in fact transpire or prove to be accurate.  The
Company disclaims any intent or obligation to update "Forward-Looking
Statements."

Item 7.  Financial Statements.

     Financial statements are presented in a separate section of
this report following Item 13.

Item 8.  Changes In and Disagreements With Accountants on Accounting
and Financial Disclosure.

     On July 31, 2003, the Company engaged Gordon, Hughes &
Banks, LLP as the principal accountant to audit the Company's
financial statements. See Form 8-K dated August 6, 2003.  There were
no disagreements with prior accountants and auditors.

Item 8(a) Controls and Procedures.

     (a) Evaluation of disclosure controls and procedures. The
Company carried out an   evaluation under the supervision and with
the participation of the Company's management, including the
Company's Chief Executive Officer and Principal Accounting Officer,
of the effectiveness of the Company's disclosure controls and
procedures (as defined in Rules 13a-14(c) and 15d-14c of the
Securities Exchange Act of 1934 (the "Exchange Act")) as of the end
of the period covered by this report. Based upon that evaluation, the
Chief Executive Officer and the Principal Accounting Officer
concluded that the Company's disclosure controls and procedures are
effective in ensuring that information required to be disclosed by
the Company under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified under the Exchange Act
rules and forms.

     (b) There were no significant changes in the Company's internal
controls or in other factors that could significantly affect the
Company's disclosure controls and procedures subsequent to the
Evaluation Date, nor any significant deficiencies or material
weaknesses in such disclosure controls, internal controls and
procedures requiring corrective actions. As a result no corrective
actions were taken.

Item 8(b) Other Information

     None

Part III.

Item 9.  Directors, Executive Officers, Promoters and Control
Persons; Compliance With Section 16(a) of the Exchange Act.

Directors and Executive Officers.

     The names, ages, and respective positions of the directors and
executive officers of the Company are set forth below; there are no
additional promoter and control persons of the Company.  The
Directors named below will serve until the next annual meeting of the
Company's stockholders or until their successors are duly elected and
have qualified, as set forth in the operational documents.  Directors
are elected for a one-year term at the annual stockholders' meeting.
Officers will hold their positions at the will of the Board of
Directors, absent any employment agreement, of which none currently
exist or are contemplated.  There are no arrangements, agreements or
understandings between non-management shareholders and management
under which non-management shareholders may directly or indirectly
participate in or influence the management of the Company's affairs.
The Directors and Executive Officers of the Company are not a party
to any material pending legal proceedings and, to the best of their
knowledge, no such action by or against them has been threatened.

     (a)  Frank W. Backes, Chief Technical Officer/Chief Financial
Officer/Director.  Mr. Backes, age 42, was formerly the President and
Chief Executive Officer of the Company until June 1999.  Mr. Backes
previously served as Executive Vice President and Chief Technologist
of the Company since August 1993.  Prior to 1993, he served as a
computer industry analyst with Digital Equipment Corporation.  Mr.
Backes also serves as a Director of the Company.

     (b)  Jerome K. Thorson, President/Chief Executive
Officer/Director.  Mr. Thorson, age 56, joined the Company on May 1,
2001.  He has worked in the information technology industry for more
than 30 years.  Most recently, Mr. Thorson was self-employed as a
consultant, working with venture capitalists to create global managed
service companies.  From 1999 to 2000, he served as president and
chief operating officer of (i)Structure, a technology company.  For
the period of 1971 to 1999, Mr. Thorson was employed by Electronic
Data Systems Corporation, his last position being that of a business
unit president.

     (c)  Frederick J. Slack, Executive Vice President/Director.  Mr.
Slack, age 49, was appointed Executive Vice President in June 1999 of
iKEW.net, Inc. and is responsible for sales and marketing.  From
1993 to June 1999, he served as President and Chief Executive Officer
of the Company.  Prior to joining the Company in 1993, Mr. Slack
served as project manager for government customers at Digital
Equipment Corporation.  Mr. Slack also serves as a Director of the Company.

     (d)  Felipe L. Valdez, Chairman of the Board/Secretary/Director.
Felipe L. Valdez, age 51, was appointed Chairman/Secretary of the
Company in June 1999.  From August 1993 to June 1999, he served as
Chief Operating Officer of the Company.  Prior to 1993, Mr. Valdez
spent 17 years as a manager with Digital Equipment Corporation.  Mr.
Valdez also serves as a Director of the Company.

Compliance with Section 16(a) of the Exchange Act.

     Section 16(a) of the Securities Exchange Act of 1934 requires
the Company's directors, certain officers and persons holding 10% or
more of the Company's common stock to file reports regarding their
ownership and regarding their acquisitions and dispositions of the
Company's common stock with the Securities and Exchange Commission.
Such persons are required by SEC regulations to furnish the Company
with copies of all Section 16(a) forms they file.

Item 10.  Executive Compensation.



<TABLE>
<CAPTION>
                           Annual compensation                      Long-term Compensation
                                                                 Awards           Payouts
Name and                                  Other           Restricted   Securities
principal                                 annual            stock     underlying      LTIP    All other
position       Year     Salary   Bonus   compensation     award(s)    options/SARs    payouts compensation
                          ($)     ($)       ($)             ($)           (#)           ($)       ($)
<S>            <C>      <C>       <C>     <C>             <C>         <C>             <C>       <C>
Frank W. Backes 2004    $114,800  $3,000CTO & CFO       2003    $114,800
                2002    $114,800

Frederick J.    2004    $110,000  $3,000
Slack,          2003    $110,000
Exec. Vice      2002    $110,000
President

Felipe L.       2004    $      0        -  $5,400
Valdez,         2003           0        -  $5,400
Secretary       2002           0        -  $5,400

Jerome K.       2004    $100,000  $2,500
Thorson,        2003    $100,000
President &     2002    $ 78,333
</TABLE>





     (1)  Perquisites and other personal benefits or property did
not, in aggregate, exceed $50,000 or 10% of the total compensation.

     (2)  Jerome K. Thorson was granted 3,000,000 stock options, with
an exercise price of $0.05 per share, on October 12, 2001, which
vests in increments of 750,000 between October 12, 2001 and October
12, 2004.  There were no other stock options granted to officers or
directors during the fiscal year ended June 30, 2004.

Other Compensation

     (a)  There are no annuity, pension or retirement benefits
proposed to be paid to officers, directors, or employees of the
Company in the event of retirement at normal retirement date, as
there was no existing plan provided for or contributed to by the Company.

     (b)  With the exception of the Thorson options described
above, which were granted pursuant to a contractual agreement with
the Company, no other remuneration is currently proposed to be paid
in the future directly or indirectly by the Company to any officer or
director since there is no existing plan which provides for such
payment, including a stock option plan.

Item 11.  Security Ownership of Certain Beneficial Owners and Management.

     The following table sets forth information regarding the
beneficial ownership of shares of the Company's common stock as of
June 30, 2004 (36,325,943 issued and outstanding) by (i) all
stockholders known to the Company to be beneficial owners of more
than 5% of the outstanding common stock; and (ii) all officers and
directors of the Company, individually and as a group (each person
has sole voting power and sole dispositive power as to all of the
shares shown as beneficially owned by them):

Title of Class    Name and Address of            Amount of      Percent of
                    Beneficial Owner             Beneficial       Class
                                                 Ownership

Common Stock      Frederick J. Slack             8,027,444 (2)     22.10%
                  6886 S. Yosemite St.
                  Centennial, CO 80112

Common Stock      Felipe L. Valdez               8,250,545         22.71%
                  6886 S. Yosemite St.
                  Centennial, CO 80112

Common Stock      Frank W. Backes                8,477,777         23.34%
                  6886 S. Yosemite St.
                  Centennial, CO 80112

Common Stock      Jerome K. Thorson              1,900,000 (3)      5.23%
                  6886 S. Yosemite St.
                  Centennial, CO 80112

Common Stock      Shares of all directors and   26,655,766         73.38%
                  executive officers
                  as a group (4 persons)

(1) With the exception of Jerome K. Thorson noted at 3 below, none of these
security holders has the right to acquire any amount of the shares within 60
days from options, warrants, rights, conversion privilege, or similar
obligations.

(2)Fred Slack entered into a private transaction and sold 250,000 shares of
stock on September 23, 2003.  This transaction was made public through a Form 4
filed on September 25, 2003.

(3) The Beneficial Ownership for Jerome K. Thorson includes 400,000 shares in
the name of his children, and options to purchase 2,250,000 shares that are
vested as of June 30, 2004.  Mr. Thorson has options to purchase an additional
750,000 shares that will vest in FY 2005.

Item 12.  Certain Relationships and Related Transactions.

     Other than as set forth below, during the past two years,
there have not been any transactions that have occurred between the
Company and its officers, directors, and 5% or greater shareholders.

     Loans payable to TSIH from Fred Slack, Frank Backes and Felipe
Valdez, who are officers, directors and the principal shareholders of
the Company (the "Principal Shareholders"), totaled $162,395 at June
30, 2004.  These loans were made in connection with the Principal
Shareholder's purchase of stock from prior shareholders pursuant to
the reverse merger by which TSIH was created.  These loans are
collateralized by TSIH common stock, bear interest at 5.37% and are
due July 1, 2004.  Since the only collateral for these loans was the
stock of the Company that was subject to going concern considerations
as at June 30, 1999, the $162,395 balance, on June 30, 2003, was
fully reserved and recorded as an expense during the year ended June
30, 1999.  No interest income has been accrued since June 30, 1999.
These loans are currently being rewritten and extended.

Item 13.  Exhibits

     The following exhibits are included with this report:

1.    Report of Independent Registered Public Accounting Firm

2.    Consolidated Balance Sheet as of June 30, 2004

3.    Consolidated Statements of Operations

4.    Consolidated Statements of Cash Flow

5.    Consolidated Statements of Changes in Stockholders' (Deficit)

6.    Notes to Consolidated Financial Statements

31.1  Certification - Chief Executive Officer

31.2  Certification - Principal Accounting Officer

32.1  Certifications of Chief Executive Officer Pursuant to
      Section 906 of the Sarbanes-Oxley Act of 2002

32.2  Certifications of Principal Accounting Officer Pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002

          REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
3Si Holdings, Inc.
Centennial, Colorado

     We have audited the accompanying consolidated balance sheets of
3Si Holdings, Inc. and subsidiaries as of June 30, 2004, and the
related consolidated statements of operations, cash flows and changes
in stockholders' (deficit) for the years ended June 30, 2004 and
2003.  These consolidated financial statements are the responsibility
of the Company's management.  Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

     We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States).  Those
standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis
for our opinion.

     In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial
position of 3Si Holdings, Inc. and subsidiaries as of June 30, 2004,
and the results of their consolidated operations and their cash flows
for the years ended June 30, 2004 and 2003 in conformity with
accounting principles generally accepted in the United States of America.

     The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern.  The Company has
incurred significant recurring operating losses and as of June 30,
2004 had a working capital deficit of $324,427 and a stockholders'
(deficit) of $(215,094).  These factors, discussed at Note A in the
accompanying financial statements, raise substantial doubt about the
Company's ability to continue as a going concern.  The financial
statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts
and classifications of liabilities that might be necessary in the
event the Company cannot continue in existence.


                                                   Gordon, Hughes & Banks, LLP

August 4, 2004
Greenwood Village, Colorado

                                     Exhibit 2

                       3Si Holdings, Inc. and Subsidiaries
                          Consolidated Balance Sheet
                                  June 30, 2004
ASSETS

CURRENT ASSETS
  Cash and cash equivalents (Note C)                             $   258,864
  Accounts receivable                                                 51,563
  Prepaid expenses and other current assets                           11,335

     Total current assets                                            321,762

PROPERTY AND EQUIPMENT, AT COST

  Computer systems and software                                      235,348
  Furniture and fixtures                                              12,683
  Vehicle                                                             20,397
                                                                     268,428
  Less: accumulated depreciation                                    (151,725)
  Property and Equipment, net                                         116,703

     Total assets                                                 $   438,465

                   LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES
  Notes payable - stockholder (Note D)                            $   495,412
  Current portion of capital lease obligations (Note E)                28,140
  Accounts payable and accrued expenses                                22,663
  Unearned revenue                                                     99,974

     Total current liabilities                                        646,189

NON-CURRENT LIABILITIES
  Capital lease obligations, less current portion (Note E)              7,370

COMMITMENTS AND CONTINGENCIES (NOTES A AND F)
STOCKHOLDERS' (DEFICIT) (NOTE G)
  Common stock - authorized 50,000,000 shares of $.01 par
  value; 36,325,943 shares issued and outstanding at June 30,
  2004                                                                363,358
  Additional paid-in capital                                        5,497,420
  Accumulated (deficit)                                            (6,037,688)
  Treasury stock at cost - 215,000 shares                             (38,184)
     Total stockholders' (deficit)                                   (215,094)

     Total liabilities and stockholders' (deficit)                    438,465

     The accompanying notes are an integral part of these statements.

                                      Exhibit 3

                        3Si Holdings, Inc. and Subsidiaries
                       Consolidated Statements of Operations
                        Years Ended June 30, 2004 and 2003

                                                          2004        2003

Revenues                                                $1,099,944  $1,148,349

Costs of revenues                                          326,484     308,638

  Gross profit                                             773,460     839,711

Selling and administrative expenses                        808,688     873,709

  (Loss) from operations                                   (35,228)    (33,998)

Other income (expense)
  Interest expense (Notes D and E)                         (26,658)    (29,817)
  Loss on purchase of minority interest in
   subsidiary                                              (13,112)          -
  Other                                                      5,489         393
    Total other income (expense)                           (34,281)    (29,424)

  (Loss) before income taxes                               (69,509)    (63,422)

Income tax expense (Note H)                                      -           -

   Net (loss)                                           $   (69,509)  $(63,422)

Basic and diluted net (loss) per common share (Note B)  $    (0.002)  $ (0.002)

        The accompanying notes are an integral part of these statements.


                                        Exhibit 4

                         3Si Holdings, Inc. and Subsidiaries
                        Consolidated Statements of Cash Flows
                         Years Ended June 30, 2004 and 2003

                                                          2004        2003

Cash Flow from operating activities:
  Net (loss)                                           $ (69,509)  $   (63,422)
  Adjustments to reconcile net (loss) to net cash
   (used for) provided by operating activities:

   Depreciation                                           42,151        42,469
   Loss attributable to purchase of minority interest     13,112             -
   Changes in operating assets and liabilities:
   Decrease (increase) in accounts receivable            (49,448)        1,525
   Decrease (increase) in prepaid expenses
     and other current assets                             19,783       (15,267)
   (Decrease) increase in accounts payable
     and accrued expenses                                (55,860)         (172)
   (Decrease) increase in unearned revenue              (123,864)      191,438

  Net cash (used for) provided by operating activities  (223,635)      156,571

Cash Flows from investing activities:
  Purchase of property and equipment                     (36,651)       (8,417)

   Net cash (used for) investing activities              (36,651)       (8,417)

Cash flows from financing activities:
  Repayments on capital lease obligations                (24,879)      (24,540)
  Borrowings - shareholders                              495,412       641,845
  Repayments - shareholders                             (100,000)            -
  Borrowings on bank financing                                 -       134,407
  Repayments on bank financing                          (541,845)     (249,407)

    Net cash (used for) provided by financing
      Activities                                        (171,312)      502,305

Net increase (decrease) in cash and cash equivalents    (431,598)      650,459
Cash and cash equivalents at beginning of year           690,462        40,003

Cash and cash equivalents at end of year                 258,864       690,462

Summary of non-cash investing and financing activities:

     The Company acquired property and equipment totaling $0 and
$73,181 through the assumption of capital lease obligations in the
years ended June 30, 2004 and June 30, 2003, respectively.

     Effective September 23, 2003, the Company executed
an agreement with the minority shareholders of KEWi.net, Inc. whereby
the Company acquired the remaining 31% interest in its subsidiary in
exchange for 655,606 shares of common stock.  As a result, the
Company owns 100% of KEWi.net, Inc.

Supplemental cash flow disclosure

                                                          2004        2003

Interest paid                                           $  26,658   $   29,830
Income tax paid                                         $       -   $        -

           The accompanying notes are an integral part of these statements.


                                     Exhibit 5

                      3Si Holdings, Inc. and Subsidiaries
         Consolidated Statements of Changes in Stockholders' (Deficit)
                       Years Ended June 30, 2003 and 2004



<TABLE>
<CAPTION
                        Common Stock
                              #                        Additional                                Total
                          Shares         Amount         Paid-In      Accumulated   Treasury   Stockholders'
                                                        Capital       (Deficit)      Stock      (Deficit)
<S>                       <C>            <C>           <C>           <C>           <C>        <C>
Balances, June 30, 2002   35,670,337     $356,703      $5,490,963    $(5,904,757)  $(38,184)  $ (95,275)

Net (loss) for
the year ended June
30, 2003                           -            -               -        (63,422)         -     (63,422)

Balances, June 30, 2003   35,670,337      356,703       5,490,963    $(5,968,179)  $(38,184)  $(158,697)

Shares issued to
purchase minority
interest in
KEWi.net,Inc.
subsidiary                   655,606        6,655           6,457              -          -      13,112

Net (loss) for
the year ended June
30, 2004                           -            -               -        (65,509)         -     (69,509)

Balances, June 30, 2004   36,325,943      363,358       5,497,420     (6,037,688)   (38,184)   (215,094)
</TABLE>



               The accompanying notes are an integral part of these statements.


                                                Exhibit 6

                               3Si Holdings, Inc. and Subsidiaries
                          Notes to Consolidated Financial Statements

Note A - Organization and Business

3Si Holdings, Inc. and Corporate Structure

3Si Holdings, Inc. ("TSIH" or the "Company") was incorporated in
Wyoming in 1999.

On May 28, 1997, TSIH acquired 100% of the common stock of 3Si.
3Si, Inc. was incorporated in the State of Colorado in 1979.  The
acquisition was accounted for as a purchase of TSIH by 3Si, since the
reverse merger resulted in 72% of the outstanding stock of TSIH being
held by the 3Si stockholders.

KEWi.net, Inc. ("KEWi") was incorporated in February 1999 as a
TSIH subsidiary in Colorado.  TSIH owned 69% of the outstanding
common stock of KEWi as of June 30, 2003.  Effective September 23,
2003 (Note I), the Company acquired the 31% minority interest in KEWi
and now owns 100% of KEWi.net, Inc.

3Si and TSIH focus their efforts on the marketing, sales, and
integration of iKEW (*) products.  The Company's principal services
provided during the years ended June 30, 2004 and 2003 were web site
development using the iKEW (*) products, and the licensing of the iKEW (*)
Internet-based customer support system.  The Company's principal
markets are large corporations located in Colorado.

The corporate offices are located in Centennial, Colorado.

Going Concern Contingency

The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern.  The
Company has incurred significant recurring operating losses and as of
June 30, 2004 had a working capital deficit of $324,427 and a
stockholders' (deficit) of ($215,094).  The Company has limited
access to additional working capital.  These factors raise
substantial doubt about the Company's ability to continue as a going
concern.  The financial statements do not include any adjustments
relating to the recoverability and classification of recorded assets,
or the amounts and classification of liabilities that might be
necessary in the event the Company cannot continue in existence.

Other than capitalized lease obligations, the Company has no
debt outstanding to financial institutions as of June 30, 2004 and
during fiscal 2004, it repaid net interest-bearing debt by $171,312.
Significant portions of the Company's current obligations were
incurred to develop its current software products.  However,
management anticipates the software in its current state is
technologically viable in the near term, with the need for updates
requiring only minimal investment.  Management also believes the
Company's market share has increased recently, and is currently
negotiating several long-term sales contracts with prospective new
customers.

Management plans to address these uncertainties by considering
the reduction of certain discretionary expenditures, such as officer
salaries, travel costs, marginal advertising venues.  The Company is
also in discussions to raise working capital through a secondary or
similar debt or equity offering.  The Company believes these actions,
if successful, may enable it to market its products and generate
revenues to the level necessary to create positive cash flow from
operations.

Note B - Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the Company's
majority-owned subsidiaries. All intercompany balances and
transactions have been eliminated.

Business Segments

TSIH currently operates only in the business segment related to
its iKEW (*) products.  iKEW (*) is a family of software products that
provide collaboration, content management, and business process
management tools to corporations.   Revenues are all attributed to
operations within the United States.  Long-lived assets are all
located within the United States.  See Note C for information on
major customers.

Use of Estimates

The preparation of the Company's financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the amounts
reported in these financial statements and accompanying notes.
Actual results could differ from those estimates.

Cash and Cash Equivalents

For purposes of the statements of cash flows, the Company
considers all highly liquid investments with an original maturity of
three months or less to be cash equivalents.

Property and Equipment and Depreciation

Depreciation has been provided in amounts sufficient to allocate
the costs of depreciable assets to operations over their estimated
useful lives of three to seven years using the straight-line method.
The Company has capitalized $103,612 of equipment that was acquired
through the assumption of capital lease obligations.  These assets
are amortized on a straight-line basis over the lesser of lease
period or estimated useful life, depending on the lease terms.

Depreciation expense is as follows:

                                                             Depreciation
                                             Year Ended         Expense

                                             6/30/2003       $   42,469
                                             6/30/2004           42,151

Revenue Recognition

The Company's revenue recognition policies are in compliance
with all applicable accounting regulations, including American
Institute of Certified Public Accountants ("AICPA") Statements of
Position ("SOP") 97-2 and 98-4, "Software Revenue Recognition".
These statements provide criteria to be met in order for revenue to
be recognized.  In summary, the Company recognizes revenues from the
sale of software products when it can be determined that persuasive
evidence of an arrangement exists, delivery has occurred, the
vendor's fee is fixed or determinable and collect-ability is
probable.  Revenues from other contract services are generally
recognized under the percentage-of-completion method, as measured by
achievement of the milestones specified in the agreements.

Maintenance and support revenues are recognized ratably over the
term of the related agreements.

Revenue from licensed software is recognized ratably over the
license period.

Advertising Costs

Advertising costs are charged to operations as incurred.
Advertising expenses of $20,923 and $1,500 were incurred for the
years ended June 30, 2004 and June 30, 2003, respectively.

Earnings (Loss) Per Share

Basic earnings (loss) per share are computed by dividing income
(loss) available to common stockholders by the weighted-average
number of common shares outstanding for the year.  Diluted earnings
per share, if any, reflects the potential dilution that could occur
if additional equity instruments (including common stock subject to
redemption) were exercised or converted into common stock.  For
losses, potentially dilutive securities are not included since the
result would be anti-dilutive.

Since the Company had net (losses) for the years ended June 30,
2004 and June 30, 2003, per share amounts were computed only on the
basis of 36,175,476 and 35,679,337 weighted average number of common
shares outstanding, respectively.  Inclusion of common shares subject
to warrants, and stock options would have had an anti-dilutive effect.

Fair Value of Financial Instruments

Estimated fair values of the Company's financial instruments are
as follows:

                                                        June 30, 2004
                                                    Carrying     Fair Value
                                                     Amount

Cash and cash equivalents                           $  258,864   $  258,864
Notes payable - shareholders                          (495,412)    (495,412)
Capital lease obligations                              (35,510)     (35,510)

The fair value of debt is based on current rates at which the
Company could borrow funds with similar remaining maturities.  The
carrying amounts approximate fair value.

Software Development Costs

Software development costs are expensed as research costs until
the Company has determined that the software has achieved
technological feasibility, will result in probable future economic
benefits, and management has committed to funding the project.
Thereafter, the costs to develop the software are capitalized and
amortized using the straight-line method over the remaining estimated
useful lives.  To date, all software development costs have been
expensed due to the development nature of the Company's business and products.

Stock-Based Compensation

The Company accounts for its stock-based compensation using
Accounting Principles Board's Opinion No. 25 ("APB No. 25"). Under
APB 25, compensation expense is recognized for stock options granted
to employees or directors with an exercise price that is less than
the market price on the grant date of the option. For stock options
granted to employees or directors with exercise prices at or above
the market value of the stock on the grant date, the Company adopted
the fair value disclosure-only provisions of Statement of Financial
Accounting Standards No. 123 "Accounting for Stock-Based
Compensation" ("SFAS 123").  Had compensation expense for the options
granted to employees or directors been determined based on the fair
value at the grant date, consistent with the provisions of SFAS 123,
the Company's net (loss) and net (loss) per share for the years ended
June 30, 2004 and June 30, 2003 would have been increased to the pro
forma amounts indicated below.

                                               For the Year Ended June 30,
                                                   2004          2003

Net (loss):                    As reported      $(69,509)       $(63,422)
                                Pro forma        (76,895)        (65,252)

Net (loss) per share:          As reported      $  (.002)       $ (0.002)
                                Pro forma          (.002)         (0.002)

The fair value of the common stock options granted during 2004 and
2003 for disclosure purposes was estimated on the grant dates using
the Black Scholes Pricing Model using the following assumptions:

                                               For the Year Ended June 30,
                                                   2004          2003

Expected dividend yield                                --             --
Expected price volatility                             131%          170%
Risk-free interest rate                                 6%            6%
Expected life of options                           3 years       3 years

Recent Accounting Pronouncements

In December 2002, the FASB approved SFAS No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure - an amendment
of FASB Statement No. 123".  SFAS No. 148 amends SFAS No. 123,
"Accounting for Stock-Based Compensation" to provide alternative
methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee compensation.  In
addition SFAS No.148 amends the disclosure requirements of SFAS No.
123 to require prominent disclosures in both annual and interim
financial statements about the method of accounting for stock-based
employee compensation and the effect of the method used on reported
results.  SFAS No. 148 is effective for financial statements for
fiscal years ending after December 15, 2002.  The Company will
continue to account for stock based compensation using the methods
detailed in the stock-based compensation accounting policy.

In April 2003, the FASB approved SFAS No. 149, "Amendment of
Statement 133 on Derivative Instruments and Hedging Activities".
SFAS No. 149 is not expected to apply to the Company's current or
planned activities.

In June 2003, the FASB approved SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and
Equity".  SFAS No. 150 establishes standards for how an issuer
classifies and measures certain financial instruments with
characteristics of both liabilities and equity.  This Statement is
effective for financial instruments entered into or modified after
May 31, 2003, and otherwise is effective at the beginning of the
first interim period beginning after June 15, 2003.  SFAS No. 150 is
not expected to have an effect on the Company's financial position.

Note C - Major Customers and Concentrations of Credit Risk

Approximately 94% and 96%, respectively, of the Company's revenues
for the years ended June 30, 2004 and June 30, 2003 were derived from
four customers, including one customer that accounted for 21% and
70%, respectively, and another customer that accounted for 73% and
0%, respectively of the Company's revenues.   The Company had an
account receivable balance of $51,562 from one of these four
customers at June 30, 2004.  Generally, the Company does not require
collateral or other security to support customer receivables.

Financial instruments, which potentially subject the Company to
credit risk, consist primarily of cash, cash equivalents, and trade
receivables.  The amount on deposit with a financial institution does
exceed the $100,000 federally insured limit at June 30, 2004.
However, management believes that the financial institution is
financially sound and the risk of loss is minimal.

Note D - Notes Payable to Shareholder

As of June 30, 2004, the Company has borrowed a total of
$495,412 from one of its principal shareholders and President with
the following terms and conditions:

            The President and CEO of the Company
            has extended access to the Company of a
            personal $500,000 bank line of credit on
            the same terms and conditions as between
            the shareholder and the bank.  Interest is
            payable monthly and accrues at an interest
            rate equal to 4.00% as of June 30, 2004.
            Interest paid was $19,683 in FY2004 and
            $2,788 in FY2003.  The debt has been
            classified as current in the accompanying
            balance sheet since the shareholder may
            call the debt at any time.

Note E - Capital Lease Obligations

The Company has capitalized the cost of computer systems and
software totaling $103,612 that was acquired under the provisions of
long-term capital leases.  As of June 30, 2004, future minimum rental
commitments under the non-cancelable capital lease agreements, on an
annual basis, are as follows:

     Year ending June 30:
     2005                                               $    31,231
     2006                                                     7,537
     Total minimum payments                                  38,768
     Less amount representing interest                        3,258
     Present value of net minimum lease payments             35,510
     Less current maturities                                 28,140
     Obligations under capital leases,
      less current portion                              $     7,370

Note F - Commitment

Operating Lease

The Company leases office space under a month to month operating
lease.  Office space and other rent expense for the years ended June
30, 2004 and 2003, was $29,276 and $27,325, respectively.

Note G - Stockholders' Equity (Deficit)

Stock Option Plan

On June 18, 1998, the stockholders approved the Company's 1998
Stock Option Plan (the "1998 Plan").  Under the terms of the 1998
Plan, the Company may grant options for employees and directors of
the Company to acquire up to 5,000,000 shares of  common stock.

The options vest over a period of three years.

                                                     # Shares     Exercise
                                                   Under Option    Price*

End of period, June 30, 2002                         4,439,000    $    0.069
Granted                                                105,000         0.050
Forfeited                                             (100,000)       (0.050)
Exercised                                                    -             -

End of period, June 30, 2003                         4,444,000    $     0.07
Granted                                                250,000           .05
Forfeited                                           (1,097,000)        (.126)
Exercised                                                    -             -

End of Period, June 30, 2004                         3,597,000    $     0.05

* Weighted average

Exercise prices of all stock options outstanding as of June 30,
2004 range from $0.05 to $0.10 per share.

Following is a summary of the status of options outstanding at
June 30, 2004:

        Outstanding Options                          Exercisable Options
Number                  Exercise                    Term
                         Price                    Expiration        Number

  250,000               $ 0.05                    December 2013      62,500
    5,000                 0.05                    November 2012       2,500
3,340,000                 0.05                    October 2011    2,505,000
    2,000                  .10                    September 2008      2,000
3,597,000                                                         2,572,000

No compensation cost was charged to operations for either of the
years ended June 30, 2004 and 2003.  See Note B for the pro-forma
disclosure effects of adopting SFAS No. 123.

Warrants

On June 1, 2001, TSIH granted warrants to purchase 100,000
shares of the Company's common stock at a price of $.25 per share.
These warrants were issued to a consultant in connection with the
preparation of a financing package to seek debt or equity capital.
These warrants became exercisable on June 1, 2001, and are effective
until June 1, 2006.

Note H - Income Taxes

The Company provides for income taxes under the provisions of
SFAS No. 109 "Accounting for Income Taxes".  SFAS No. 109 requires an
asset and liability based approach in accounting for income taxes.
Deferred income tax assets and liabilities are recorded to reflect
the tax consequences on future years of temporary differences of
revenue and expense items for financial statement and income tax
purposes.  Valuation allowances are provided against deferred tax
assets, which are not likely to be realized.

Prior to the year ended June 30, 2004, KEWi was excluded from
the filing of a consolidated income tax return.  Net operating loss
carry forwards are available at June 30, 2003, expires as follows:

                    YEAR                   TSIH                KEWi

                    2019                  $  616,000        $  11,000
                    2020                     196,000          420,000
                    2021                           -           99,000
                    2022                     134,900                -
                    2023                     115,000                -
                                          $1,061,900        $ 530,000

The Company's deferred tax assets and liabilities are comprised
of the following:

                                                           2004

Non-current:
  Tax benefit of net operating loss carry forward          $  577,000
  Other                                                        45,000
                                                              622,000
Valuation allowance                                          (622,000)

  Net non-current                                                   -
  Net deferred tax assets                                           -

The Company may not have sufficient taxable income in future
years to obtain the benefits of the net operating loss carry forward
and reversal of timing differences.  A valuation allowance of
$773,000 is provided at June 30, 2004 for the benefits, which the
Company may not be able to use.

The provision for income taxes consists of the following:

                                                    2004        2003

Current expense                                    $      -   $       -
Deferred expense (credit)                                 -           -

Income tax expense (benefit)                              -           -

Reconciliation of income taxes to Federal statutory rates is as follows:

                                                    2004        2003

Income taxes (benefit) expense at statutory rates   $ (26,000) $ (24,000)
Permanent tax differences                         SAN settlement       -
Other                                                   5,600      3,500
State taxes and other                                 (26,000)   (26,000)
Valuation allowance                                   (46,400)   (46,500)

Income tax expense                                  $       -  $       -

Note I - Related Party Transaction

As discussed in Note D, the Company has received financing from
one of its principal stockholders and President totaling $495,412.
Interest paid on the $495,412 was $19,683 in FY2004 and $2,788 in FY2003.

                                    SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act, the
Company caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                       By:/s/ Jerome K. Thorson
                                       Jerome K. Thorson, President/CEO
Dated: September 24, 2004

                                       By:/s/ Frank W. Backes
                                      Frank W. Backes, CTO/CFO
Dated:  September 24, 2004