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

                                         Form 10-KSB

                       ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                             SECURITIES EXCHANGE ACT OF 1934
                           For the fiscal year ended June 30, 2003

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

For the transition period from _________ to _________

                             Commission file number 000-09358

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

                                     Wyoming
            (State or other jurisdiction of incorporation or organization)

                                    83-0245581
                        (IRS Employer 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: $1,148,349

     The aggregate market value of the voting and non-voting common equity held
by non-affiliates of the Company as of September 22, 2003, computed at a per-
share value of $0.03 per share:  $301,487.

     The number of shares outstanding of each of the issuer's classes
of common equity, as of June 30, 2003:  35,670,337.

     Transitional Small Business Disclosure Format (Check one):

     Yes
X    No

                                TABLE OF CONTENTS

PART I.                                                                       4

ITEM 1.  DESCRIPTION OF BUSINESS                                              4
ITEM 2.  DESCRIPTION OF PROPERTY                                             11
ITEM 3.  LEGAL PROCEEDINGS                                                   12
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                 12
ITEM 5.  CONTROLS AND PROCEDURES                                             12

PART II.                                                                     13

ITEM 6.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS            13
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION           14
ITEM 8.  FINANCIAL STATEMENTS                                                22
ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE                                                23

PART III.                                                                    24

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
          COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT                  24
ITEM 11.  EXECUTIVE COMPENSATION                                             26
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT     28
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                     29
ITEM 14.  EXHIBITS AND REPORTS ON FORM 8-K                                   29

PART IV.                                                                     30

Part I

Item 1.  Description of Business.

Business Development.

     The Company's principal executive offices are located at
6886 S. Yosemite St., Centennial, Colorado 80112; the telephone
number is (720) 493-1660. The Company is a Wyoming corporation
formed in 1979. The Company is comprised of three entities:

     (a) 3Si Holdings, Inc. owns a controlling interest in
KEWi.net and 3Si Inc.

     (b) KEWi.net, a Colorado corporation, 69% owned by the
Company, which was formed to provide Internet-based content
management, community portal and support software.  Effective
September 23, 2003, the Company executed an agreement with the
minority shareholders of KEWi.net whereby the Company has
acquired the remaining 31% interest in its subsidiary.  As a
result, the Company owns 100% of KEWi.net.

     (c) 3Si, Inc., a Colorado corporation and wholly owned
subsidiary serves as a master reseller and application service
provider for the Company's family of products.

     3Si Holdings 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 SIMPLICITY of iKEW enables
enterprises to empower their people, increasing productivity.

     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.

     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 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--they are 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. The features are:

     - 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 it
is very difficult to estimate the total size of the consolidated
market.  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 Plumtree, IBM, and SAP all had 7 percent share (June 6,
2002). Similar variances are found in the collaboration and
content management markets. There is no dominant player in these
markets.

     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. 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
Simplicity", 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.

Enterprise Market

     Large enterprises can reap significant benefits. 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." Company's strategy for these
organizations is to offer them a license, with annual
maintenance, because they already have impressive data centers,
and undoubtedly excess capacity. The Real World Simplicity of
iKEW does not require the corporations' IT human resources for
implementation or maintenance, freeing them to focus on the
mission critical systems. iKEW enables large corporations to
provide job enrichment and empowerment to all employees in their
organizations.

     Channel sales will be a significant growth vehicle for
Company. The Company does not have the resources to hire a
global sales force at this time, so companies like Avnet provide
access to those markets. Company is in the process of
negotiating a reseller agreement with Avnet, Inc.  Terms of the
reseller agreement have not been completed at this time.  The
goal for channel sales is for it to represent 50 percent of
total sales.

Vertical Markets

     Education is one of Company's primary markets because all
enterprises recognize that continuous training is imperative for
sustained competitive advantage. The main issue they face is how
to deliver the 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.

     Compare rates of multiple vendors online to pick the least
expensive option (examples could be Overnight Mail Service,
Office supplies). With Overnight Mail Service, addresses are
certified against the United States Postal Service database,
Create labels and track packages.

     Governments at all levels have time-to-market requirements
as well. The Company believes that an iKEW implementation at any
government level would provide an immediate Return on Investment
(ROI) based on the increased productivity achieved by
simplification of information distribution, reduction in IT
resources, and reducing or eliminating travel. Significant
opportunity exists within government for the complete set of
iKEW capabilities, especially the secure intranet functionality.

     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

     The small to medium sized enterprise is interesting because
it takes advantage of iKEW's strengths, low cost and rapid
implementation. These types of enterprises need to be very cost
conscience and, at the same time, improve their time to market.
Company's flexible pricing options are very appealing to these
companies as is the ASP service offering. The ASP offering
eliminates the need for any capital investment on their part;
all they need to use the iKEW service is a web browser and an
Internet connection. In this segment, the Company seeks
customers, who appreciate the added value enough to pay for it,
but are not big enough to have expertise in-house. The small
business that is very comfortable with computers will find iKEW
to be the answer to their Internet requirements.

Employees

     During fiscal year 2003, the Company had eight employees,
seven 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, Inc. was originally founded in 1978 as Kimbrough
Computer Sales. The company was bought by its current majority
shareholders in 1993 and re-focused its efforts on integration
services and product development. The company experienced
significant revenue growth in its first five years.

     - In May 1997, 3Si merged with a publicly traded company in
       order to obtain capital to expand its operations.

     - In 1998, it completed the development of its first
       Internet product called KEWi (Knowledge, Experience, and Wisdom
       over the Internet)

     - In its effort to focus on the Internet information and
       support market, 3Si Holdings sold its computer reseller division
       to PC Specialists of San Diego, CA in May 1999.

     - In April 1999, KEWi.net was incorporated as a spin off
       from 3Si Holdings for the sole purpose of developing Internet
       based knowledge management, community portals, support products,
       and services.

     - Changed name of the product/service from KEWi to iKEW to
       better reflect the market focus.

Item 2.  Description of Property

     The Company is leasing office space under a non-cancelable
operating lease from a new landlord.  The lease term is October
1st 2001 to September 30th 2003 and goes to a month by month term
in October 2003.

     The Company also leases vehicles and equipment under non-
cancelable operating leases.  These leases expire between
October 2003 and May 2004.

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 held a shareholder meeting
to vote on the conversion of KEWi.net 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 stock to 3Si Holdings shares.

Item 5.  Controls and Procedures

     Under the supervision and with the participation of our
management, including our principal executive officer and
principal financial officer, we have evaluated the effectiveness
of the design and operation of our disclosure controls and
procedures within 90 days of the filing date of this annual
report, and, based on their evaluation, our principal executive
officer and principal financial officer have concluded that
these controls and procedures are effective. There were no
significant changes in our internal controls or in other factors
that could significantly affect these controls subsequent to the
date of their evaluation. Disclosure controls and procedures are
our controls and other procedures that are designed to ensure
that information required to be disclosed by us in the reports
that we file or submit under the Exchange Act is recorded,
processed, summarized and reported, within the time periods
specified in the Securities and Exchange Commission's rules and
forms. Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that
information required to be disclosed by us in the reports that
we file under the Exchange Act is accumulated and communicated
to our management, including our principal executive officer and
principal financial officer, as appropriate to allow timely
decisions regarding required disclosure.

Part II.

Item 6.  Market for Common Equity and Related Stockholder Matters.

     The Company's Shares are 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, 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

Per Share Common Stock Prices by Quarter
For the Fiscal Year Ended June 30, 2002

                                                 High      Low

Quarter Ended September 30, 2001                 0.12     0.03
Quarter Ended December 31, 2001                  0.11     0.04
Quarter Ended March 31, 2002                     0.12     0.05
Quarter Ended June 30, 2002                      0.09     0.03

     As of September 15, 2003, there were approximately 1681
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 7.  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.

Financial Condition at June 30, 2003

     (a)  General.  As of June 30, 2003, the Company had
(negative) working capital of ($245,402), and had cash flow
provided by operations of $156,571 for the year then ended. Both
of these balances are directly related to the Results of
Operations discussed below.  See paragraph (e) Going Concern -
Management's Plans.

     Substantially all June 30, 2003, trade receivables are
current. The Company has approximately $18,000 of trade payables
over 30 days past due as of June 30, 2003. Substantially all of
these June 30, 2003 past due balances were paid as of September
15, 2003.

     (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.

     Mr. Thorson also extended the company $496,945
throughout the year at a current interest rate of
3.99%.  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.

     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.

     (d)  Settlements.  On January 14, 2002, the Company and
Storage Area Network ("SAN") entered into a settlement agreement
transferring 6,460,137 shares of the Company's stock previously
owned by SAN back to the Company. The Company was relieved of
any future liability related to redemption of these shares.

     In September 2002, the Company entered into a settlement
agreement with the May 1999 purchaser of its systems integration
business that relieved the Company of a $157,708 liability.

     (e)  Going Concern - Management's Plans.  It is
management's intent to approach lending sources when the
aggreements discussed below are secured.

     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 the fourth quarter of calendar year 2003.  One of the
organizations is a leading provider of products, technologies,
and services to consumers and business.  Another of the
organizations is a provider of educational services.

Results of Operations

Overview

     The Company's principal services provided during FY
2003 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.

     The Company entered into an agreement to provide
maintenance and development services for Wells Fargo during the
course of FY 2003.  A contract remains in place for the
continuation of support and on-going services as defined in
separate statements of work.

     The Company entered into and completed the delivery of
an Educational System to Hewlett Packard Corporation during FY
2003.  A contract remains in place should Hewlett Packard choose
to execute additional services.

     The Company entered into an agreement with SMI
International ("SMI"), the entity that owns a 26% minority
interest in iKEW Inc., to maintain and operate the Internet-
based customer support system for the U.S. Air Force Operational
Space and Support Program. Revenues of $129,600 under this
agreement were reported in FY 2003. This agreement is not
anticipated to be renewed after September 2003.

     Significant agreements for additional client revenue are
being negotiated with anticipated start dates in the second
quarter of FY 2004..

     Year Ended June 30, 2003 with Comparison to Year Ended June
30, 2002.

     The Company reported a net (loss) for FY 2003 of ($63,422)
compared with a net (loss) of ($231,803) for FY 2002.

     Revenues increased by approximately $315,000 for FY 2003
compared to FY 2002. The Company's revenues have been derived
from three 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
$1,148,349 approximately $560,000 derived from the Wells Fargo
contract and delivery of the software portion of the contract.
The remaining portion of the contract (approximately $150,000
primarily for maintenance services) is deferred as of June 30,
2003 and will be recognized as revenue in FY 2004.

     Cost of revenues increased by approximately $62,000 for FY
2003 compared to FY 2002.

     Selling and administrative expenses decreased by
approximately $120,000 for FY 2003 compared to FY 2002. This is
primarily attributable to the following factors:

     Increased compensation costs of approximately $72,000.
Employee benefit costs including payroll taxes have increased
approximately $24,000. Telephone costs increased approximately
$23,000.  Vehicle expenses and insurance increased approximately $17,000.

     Legal fees in total decreased about $187,000 of which
non-recurring legal fees of $150,000 primarily associated with
the SAN settlement incurred in 2002 did not impact FY 2003.
Advertising costs decreased approximately $35,000.
In September 2002, the Company entered into a settlement
agreement with the May 1999 purchaser of its systems integration
business that relieved the Company of a $157,708 liability. The
$157,708 has been reported as gain on disposal of the systems
integration segment for FY 2002.

Risk Factors

     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 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 76% 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 25,405,766 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."

Effect of New Accounting Pronouncements

     In July 2002, the Financial Accounting Standards Board
("FASB") issued Statement of Financial Accounting Standard
("SFAS') No. 145, that amended various prior pronouncements and
has no effect on the Company's financial statements.

     SFAS No. 146, "Accounting for Costs Associated with Exit or
Disposal Activities," was issued in October 2002 and establishes
revised accounting rules for recording a liability for costs
associated with an exit or disposal activity when such liability
has occurred rather than when a company has committed itself to
the exit or disposal activity. SFAS No. 146 is effective for
exit or a disposal activity initiated after December 31, 2002
and is not expected to have an effect on the Company's financial
position or results of operations given the Company's current
operating activities.

     SFAS No. 147, "Acquisitions of Certain Financial
Institutions," was issued in December 2002 and is not expected
to apply to the Company's current or planned activities.

     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).  SFAS No. 148 amends SFAS No. 123, "Accounting for Stock-
Based Compensation" (SFAS No. 123) 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.  The Company has
implemented SFAS No. 148. 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 issued SFAS No. 149, "Amendment of
Statement No. 133 on Derivative Instruments and Hedging
Activities" ("SFAS No. 149").  SFAS No. 149 amends certain
portions of SFAS No. 133 and is effective for all contracts
entered into or modified after June 30, 2003 on a prospective
basis. SFAS No. 149 is not expected to have a material effect on
the results of operations or financial position of the Company
because the Company currently has no derivatives or hedging
contracts.

     In June 2003, the FASB approved SFAS No. 150, "Accounting
for Certain Financial Instruments with Characteristics of Both
Liabilities and Equity ("SFAS No. 150"). 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.  The adoption of
SFAS No. 150 is not expected to have a material effect on the
Company's operations.

Critical Accounting Policies

     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 collectibility 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.

Item 8.  Financial Statements.

     Financial statements are presented in a separate
section of this report following Item 14.

Item 9.  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.

Part III.

Item 10.  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 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 41 was formerly the
President and Chief Executive Officer of the Company in 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 55, 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 48, was appointed Executive
Vice President in June 1999 of iKEW.net 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 50, 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.

     The Company is aware that Messrs. Thorson and Slack
inadvertently failed to file Form 4's after the disposition of
certain shares (March 2002), among themselves, of the Company
(which will appear on the Company's Form 5).  These reports are
being prepared and will be filed shortly.  The Company is
unaware of any other required reports that were not timely filed.

Item 11.  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 2003    $114,800
CTO             2002    $114,800
                2001    $114,800  $8,000

Frederick J.    2003    $110,000
Slack,          2002    $110,000
Exec. Vice      2001    $110,000  $8,000
President

Felipe L.       2003    $      0
Valdez,         2002    $      0         $5,400
Secretary       2001    $      0         $2,700

Jerome K.       2003    $100,000
Thorson,        2002    $ 78,333
President &     2001    $ 10,000                                       $150,000(2)
CEO
</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 vest in increments of 750,000 over three years.  There
were no other stock options granted to officers or directors
during the fiscal year ended June 30, 2003.

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 12.  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, 2003 (35,670,337 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               Amount and Nature   Percent of
                  of Beneficial Owner              of Beneficial       Class
                                                     Ownership (1)

Common Stock      Frederick J. Slack                8,277,444 (2)      23.35%
                  6886 S. Yosemite St.
                  Centennial, CO 80112

Common Stock      Felipe L. Valdez                  8,250,545          23.27%
                  6886 S. Yosemite St.
                  Centennial, CO 80112

Common Stock      Frank W. Backes                   8,477,777          23.91%
                  6886 S. Yosemite St.
                  Centennial, CO 80112

Common Stock      Jerome K. Thorson                 1,900,000 (3)       5.36%
                  6886 S. Yosemite St.
                  Centennial, CO 80112

Common Stock      Shares of all directors and      26,905,766          75.89%
                  executive officers as a group (6
                  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 has entered into a private transaction to sell 250,000 shares
of stock on September 23, 2003.  This transaction will be made public through
a Form 4 to be 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 1,500,000 shares that are
vested as of June 30, 2003.  Mr. Thorson has options to purchase an additional
1,500,000 shares that will vest in FY 2004 to FY 2005.

Item 13.  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, 2003.  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.

Item 14.  Exhibits and Reports on Form 8-K.

     Exhibits included or incorporated by reference in this
document are set forth in the Exhibit Index.

Part IV.

Item 1.  Index to Exhibits.

1.  Independent Auditors' Report
2.  Previous Year Auditor's Report
3.  Consolidated Balance Sheet as of June 30, 2003
4.  Consolidated Statements of Operations
5.  Consolidated Statements of Cash Flow
6.  Consolidated Statements of Changes in Stockholders' (Deficit)
7.  Notes to Consolidated Financial Statements

Item 2.  Description of Exhibits.

Exhibit No.       Description

99.8       Certification Pursuant to  Section 906 of the
           Sarbanes-Oxley Act of 2002, Chief Executive Officer

99.9       Certification Pursuant to Section 906 of the Sarbanes-
           Oxley Act of 2002, Chief Financial Officer


                                 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,
                                       President/CEO

Date: September 26, 2003
                                       By:/s/ Frank W. Backes, CTO/CFO

Date: September 26, 2003


I, Jerome K. Thorson, certify that:

1. I have reviewed this annual report on Form 10-KSB of 3Si
Holdings, Inc.;

2. Based on my knowledge, this annual report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not
misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly
present in all material respects the financial condition,
results of operations and cash flows of the Company as of, and
for, the periods presented in this annual report;

4. The Company's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
for the Company and have:

a) designed such disclosure controls and procedures to ensure
that material information relating to the Company, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
annual report is being prepared;

b) evaluated the effectiveness of the Company's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;

5. The Company's other certifying officers and I have disclosed,
based on our most recent evaluation, to the Company's auditors
and the audit committee of Company's board of directors (or
persons performing the equivalent functions):

a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the Company's
ability to record, process, summarize and report financial data
and have identified for the Company's auditors any material
weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the Company's
internal controls; and

6. The Company's other certifying officers and I have indicated
in this annual report whether there were significant changes in
internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most
recent evaluation, including any corrective actions with regard
to significant deficiencies and material weaknesses.

Date:  09/24/03



/s/Jerome K. Thhorson
Jerome K. Thorson
CEO


I, Frank W. Backes, certify that:

1. I have reviewed this annual report on Form 10-KSB of 3Si
Holdings, Inc.;

2. Based on my knowledge, this annual report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not
misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly
present in all material respects the financial condition,
results of operations and cash flows of the Company as of, and
for, the periods presented in this annual report;

4. The Company's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
for the Company and have:

a) designed such disclosure controls and procedures to ensure
that material information relating to the Company, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
annual report is being prepared;

b) evaluated the effectiveness of the Company's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;

5. The Company's other certifying officers and I have disclosed,
based on our most recent evaluation, to the Company's auditors
and the audit committee of Company's board of directors (or
persons performing the equivalent functions):

a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the Company's
ability to record, process, summarize and report financial data
and have identified for the Company's auditors any material
weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the Company's
internal controls; and

6. The Company's other certifying officers and I have indicated
in this annual report whether there were significant changes in
internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most
recent evaluation, including any corrective actions with regard
to significant deficiencies and material weaknesses.

Date:  09/24/03



/s/Frank W. Backes
Frank W. Backes
CFO

                                    INDEPENDENT AUDITORS' REPORT


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

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

We conducted our audit in accordance with auditing
standards generally accepted in the United States of America.
Those standards require that we plan and perform the audit 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 audit
provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated
financial position of 3Si Holdings, Inc. as of June 30, 2003,
and the results of its consolidated operations and cash flows
for the year ended June 30, 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.  At
June 30, 2003, current liabilities exceed current assets by
$245,402, the Company has a stockholders' (deficit) of
($158,697) and the Company has incurred significant operating
losses.  The Company has limited access to additional working
capital at this time.  These factors, discussed at Note B, 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

September 12, 2003, except as to Note N
which is as of September 23, 2003
Greenwood Village, Colorado


Balogh & Tjornehoj   LLP
Certified Public Accountants

Board of Directors


                                3Si Holdings, Inc.
                            Independent Auditors' Report

     We have audited the accompanying consolidated
statements of operations, cash flows, and changes in
stockholders' (deficit) of 3Si Holdings, Inc. for the year ended
June 30, 2002. These financial statements are the responsibility
of the Company's management.  Our responsibility is to express
an opinion on these financial statements based on our audit.

     We conducted our audit in accordance with
auditing standards generally accepted in the United States of
America.  Those standards require that we plan and perform the
audit 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 presentations.  We believe that our audit
provides a reasonable basis for our opinion.

     In our opinion, the financial statements referred
to above present fairly, in all material respects, the results
of operations and cash flows of 3Si Holdings, Inc. for the year
ended June 30, 2002, in conformity with accounting principles
generally accepted in the United States of America.

     The June 30, 2002, financial statements had been
prepared assuming that the Company would continue as a going
concern.  At June 30, 2002, current liabilities exceeded current
assets by $176,190 and the Company had a deficit in
stockholders' equity of $95,275. These factors raised
substantial doubt about the Company's ability to continue as a
going concern.  The financial statements did 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
could not continue in existence.

Balogh & Tjornehoj, LLP
Denver, Colorado

September 19, 2002

                     3Si Holdings, Inc. and Subsidiaries
                    Consolidated Balance Sheet (Page 1 of 2)
                               June 30, 2003

ASSETS

CURRENT ASSETS
Cash and cash equivalents (Note C)                                 $ 690,462
Accounts receivable                                                    2,115
Prepaid expenses & other current assets                               31,118

  Total current assets                                               723,695

PROPERTY AND EQUIPMENT AT COST (NOTES C, F, AND G)
Computer systems and software                                        219,638
Furniture and fixtures                                                12,139
Less accumulated depreciation                                       (109,574)
Property & Equipment, net                                            122,203

  Total assets                                                       845,898

                    LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES
Notes payable - shareholders  (Note E)                               641,845
Current portion of capital lease obligations (Note F)                 24,891
Accounts payable - trade                                              78,523
Unearned revenue                                                     223,838

  Total current liabilities                                          969,097

NON-CURRENT LIABILITIES
Capital lease obligations, less current portion (Note F)              35,498

COMMITMENTS AND CONTINGENCIES (NOTES G AND H)                              -

MINORITY INTEREST (NOTE I)                                                 -

STOCKHOLDERS' (DEFICIT) (NOTE J)
Common stock - authorized 50,000,000 shares of $.01 par
value; 35,670,337 shares issued at June 30, 2003                     356,703
Additional paid-in capital                                         5,490,963
Accumulated (deficit)                                             (5,968,179)
Treasury stock at cost - 215,000 shares                              (38,184)

  Total stockholders' (deficit)                                     (158,697)

Total liabilities and stockholders' (deficit)                        845,898

The accompanying notes are an integral part of these statements.

                           3Si Holdings, Inc. and Subsidiaries
                          Consolidated Statements of Operations
                           Years Ended June 30, 2003 and 2002

                                                        2003          2002

Software delivery, consulting and other service
 Revenues                                           $1,148,349      $ 832,905
Costs of revenues                                      308,638        246,343
Gross profit                                           839,711        586,562
Selling and administrative expenses                    873,709        993,900
(Loss) earnings from operations                        (33,998)      (407,338)
Other income (expense)
Interest expense (Notes E and F)                       (29,817)        (3,276)
Interest income                                            393          5,204
  Total other income (expense)                         (29,424)         1,928
(Loss) earnings before minority interest               (63,422)      (405,410)
Minority interest (Note I)                                   -         15,899
(Loss) earnings before income taxes                    (63,422)      (389,511)
Income tax expense (Note K)                                  -              -
(Loss) earnings from continuing operations             (63,422)      (389,511)
Discontinued operations (Note H)
Gain on disposal of systems integration segment
(no related tax benefit was recorded)                        -        157,708
Net discontinued operations                                  -        157,708
Net (loss) earnings                                    (63,422)      (231,803)

Basic and diluted (loss) earnings per common share
(Note C)
Net (loss) earnings from continuing operations          (0.002)        (0.010)
Net (loss) earnings from discontinued operations             -          0.004
Net (loss) earnings per common share,
basic and diluted                                       (0.002)        (0.006)

The accompanying notes are an integral part of these statements.

                          3Si Holdings, Inc. and Subsidiaries
                         Consolidated Statements of Cash Flows
                           Years Ended June 30, 2003 and 2002

                                                     2003             2002

Operating activities:
Net (loss) earnings                                $  (63,422)   $ (231,803)
Reconciling adjustments:
Depreciation                                           42,469        31,462
Stock issued for services                                   -         2,074
(Loss) earnings attributable to minority interest           -       (15,899)
Changes in operating assets and liabilities:
Decreases in accounts receivable                        1,525        27,808
(Increases) in prepaid expenses
and other current assets                              (15,267)       (6,373)
(Decrease) increase in accounts payable                  (172)       34,900
(Decrease) in accrued expenses                              -      (157,708)
Increases in unearned revenue                         191,438        32,400
Net cash (used for) provided by operating
Activities                                            156,571      (283,139)
Investing activities:
Purchases of equipment                                 (8,417)      (32,811)
Escrow account (Note H)                                     -        51,497
Net cash (used for) provided by investing
Activities                                             (8,417)       18,686
Financing activities:
Repayments on capital lease obligations               (24,540)       (9,020)
Borrowings on notes payable - shareholders            641,845             -
Borrowings on bank financing                          134,407       115,000
Repayments on bank financing                         (249,407)            -
Net cash provided by financing activities             502,305       105,980
Net increases (decreases) in cash and cash
Equivalents                                           650,459      (158,473)
Cash and cash equivalents at beginning of year         40,003       198,476
Cash and cash equivalents at end of year              690,462        40,003

Summary of noncash investing and financing activities:

     The Company reacquired and cancelled 6,460,137 shares
of its common stock in January 2002 in a settlement with Storage
Area Networks, Inc. (See Note H).

     In September 2002, the Company reached a settlement
with the May 1999 purchaser of 3Si's systems integration
business. That purchaser relinquished all claims to $157,708 due
from 3Si related to that acquisition (See Note H).

     The Company issued 41,476 shares of its common stock
in October 2001 for legal services provided.

     The Company acquired property and equipment totaling
$73,181 and $3,308 through the assumption of 	capital lease
obligations in the years ended June 30, 2003 and June 30, 2002,
respectively.

                                                        2003          2002

Interest paid                                         $  29,830     $    3,276
Income tax paid                                               -              -

The accompanying notes are an integral part of these statements.

                            3Si Holdings, Inc. and Subsidiaries
                    Consolidated Statements of Changes in Stockholders' Deficit
                       For the Years Ended June 30, 2002 and 2003



<TABLE>
<CAPTION>
                                                         #                                 Additional
                                                      Common            Common              Paid-In
                                                      Shares            Stock               Capital
<S>                                                 <C>                <C>                  <C>
Balances, June 30, 2001                             37,836,983         378,370              3,256,174

Shares issued for legal services at $.05
per share on October 12, 2001                           41,476             415                  1,659

Cancellation of common stock subject to
redemption (Note H)                                 (2,208,122)        (22,082)             2,233,130

Net (loss) for the year ended June 30, 2002                  -               -                      -

Balances, June 30, 2002                             35,670,337         356,703              5,490,963

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

Balances, June 30, 2003                             35,670,337         356,703              5,490,963
</TABLE>



                               3Si Holdings, Inc. and Subsidiaries
                   Consolidated Statements of Changes in Stockholders' Deficit)
                                         (Page 2 of 2)
                        For the Years Ended June 30, 2002 and 2003



<TABLE>
<CAPTION>
                                                                                           Total
                                                                                        Stockholders'
                                                  Accumulated          Treasury           (Deficit)
                                                   (Deficit)             Stock              Equity
<S>                                               <C>                  <C>              <C>
Balances, June 30, 2001                          (5,672,954)           (38,184)           (2,076,594)

Shares issued for legal services at $.05
per share on October 12, 2001                             -                  -                 2,074

Cancellation of common stock subject to
redemption (Note H)                                       -                  -             2,211,048
Net (loss) for the year ended June 30, 2002        (231,803)                 -              (231,803)

Balances, June 30, 2002                          (5,904,757)           (38,184)              (95,275)

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

Balances, June 30, 2003                          (5,968,179)           (38,184)             (158,697)
</TABLE>



The accompanying notes are an integral part of these statements.


                              3Si Holdings, Inc. and Subsidiaries

Part VIII.                 Notes to Consolidated Financial Statements

Note A - Organization and Business

Item 17.  3Si Holdings, 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 owns a controlling interest in iKEW,
Inc. (formerly KEWi.net, Inc.).  In May 1999, 3Si sold its
interest in its computer reseller, consulting, and government
sales divisions (See Note N) for the purpose of focusing its
efforts on the marketing, sales, and integration of iKEW
products.  3Si is an integration partner and master reseller for
iKEW. While iKEW, Inc. focuses its efforts on the development of
Internet-based customer support products, 3Si specializes in the
business application of these 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, 2003 and 2002 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 Englewood, Colorado.

iKEW, Inc.

     iKEW, Inc. ("iKEW") was incorporated in February 1999 as a
TSIH subsidiary in Colorado. TSIH owns 69% of the outstanding
common stock of iKEW as of June 30, 2003 and 2002.  Subsequent
to June 30, 2003 (Note N), the Company acquired the 31% minority
interest in iKEW.

Note B - Going Concern

Item 18.

     The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern.  At
June 30, 2003, current liabilities exceed current assets by
$245,402, the Company has a stockholders' deficit of ($158,697)
and to date, the Company has incurred an accumulated (deficit)
of ($5,968,179) since its inception.   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.

     The Company has obtained loans from corporate officers in
September 2002 to provide temporary liquidity until new client
agreements for additional revenues are finalized (See Note E).
The Company hopes to obtain financing from lending sources with
whom they hope to began negotiations during the firstt quarter of
fiscal year 2004.   Significant agreements for additional client
revenue are being negotiated with anticipated start dates in the
coming fiscal year. There is currently no assurance as to the
finalization of these agreements, or the amount of revenue that
may be generated.

Note C - Summary of Significant Accounting Policies

Principles of Consolidation

     The consolidated fiancial statements include the accounts
of 3Si and iKEW..  All intercompany balances and transactions
have been eliminated.  A minority interest is presented for the
31% minority interest of iKEW as of June 30, 2003 (See Note I).

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 D for information on major customers.

     The sale of substantially all assets effective as of May,
1999 is considered the discontinuation of a business segment
(See Note H).

Item 19.  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.

Item 20.  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.

Item 21.  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

                                           6/30/2002          $   31,462
                                           6/30/2003              42,469

Item 22.  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 collectibility 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.

Item 23.  Advertising Costs

     Advertising costs are charged to operations as incurred.
Advertising expenses of $1,500 and $36,300 were incurred for the
years ended June 30, 2003 and June 30, 2002, respectively.

Item 24.  Earnings (Loss) Per Share

     Basic earnings (loss) per share is 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.

     The following data show the amounts used if computing
earnings per share and the weighted average number of shares of
dilutive potential common stock for the years ended June 30,
2003 and 2002.

                                                  2003          2002

Weighted average number of
common shares used in basic EPS                35,670,337     37,525,917
Effect on dilutive securities:
Stock options (Note J)                          4,444,000          2,166
Stock purchase warrants (Note J)                  100,000              -
Common stock subject to redemption (Note H)             -      4,252,015
Weighted average number of common shares and
dilutive potential common stock used in
diluted EPS                                    40,214,337     41,780,098

     Since the Company had net (losses) for the years ended June
30, 2003 and June 30, 2002, per share amounts were computed only
on the basis of the 35,670,337 and 37,525,917 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.

Item 25.  Fair Value of Financial Instruments

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

                                                       June 30, 2003

                                            Carrying Amount          Fair Value

Cash and cash equivalents                   $  690,462              $  690,462
Notes payable - shareholders                  (641,845)               (641,845)
Capital lease obligations                      (60,402)                (60,402)

     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.

Item 26.  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.

Item 27.  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,
2003 and June 30, 2002 would have been increased to the pro
forma amounts indicated below.

                                                        For the Year Ended
                                                             June 30,
                                                        2003           2002

Net (loss):
As reported                                            $ (63,422)    $(231,803)
Pro forma                                                (65,252)     (334,353)
Net (loss) per share:As reported                          (0.002)       (0.006)
Pro forma                                                 (0.002)       (0.009)

     The fair value of the common stock options granted during 2003
and 2002 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,
                                                        2003           2002

Expected dividend yield                                        -              -
Expected price volatility                                   170%          1319%
Risk-free interest rate                                       6%             6%
Expected life of options                                3 years         3 years

Item 28.

Item 29.  Effect of New Accounting Pronouncements

     In July 2002, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standard ("SFAS') No.
145, that amended various prior pronouncements and has no effect
on the Company's financial statements.

     SFAS No. 146, "Accounting for Costs Associated with Exit or
Disposal Activities," was issued in October 2002 and establishes
revised accounting rules for recording a liability for costs
associated with an exit or disposal activity when such liability
has occurred rather than when a company has committed itself to
the exit or disposal activity. SFAS No. 146 is effective for
exit or a disposal activity initiated after December 31, 2002
and is not expected to have an effect on the Company's financial
position or results of operations given the Company's current
operating activities.

     SFAS No. 147, "Acquisitions of Certain Financial
Institutions," was issued in December 2002 and is not expected
to apply to the Company's current or planned activities.

     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).  SFAS No.
148 amends SFAS No. 123, "Accounting for Stock-Based
Compensation" (SFAS No. 123) 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.  The Company has implemented SFAS No.
148. 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 issued SFAS No. 149, "Amendment of
Statement No. 133 on Derivative Instruments and Hedging
Activities" ("SFAS No. 149").  SFAS No. 149 amends certain
portions of SFAS No. 133 and is effective for all contracts
entered into or modified after June 30, 2003 on a prospective
basis. SFAS No. 149 is not expected to have a material effect on
the results of operations or financial position of the Company
because the Company currently has no derivatives or hedging contracts.

     In June 2003, the FASB approved SFAS No. 150, "Accounting
for Certain Financial Instruments with Characteristics of Both
Liabilities and Equity ("SFAS No. 150"). 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.  The adoption of
SFAS No. 150 is not expected to have a material effect on the
Company's operations.

Note D - Major Customers and Concentrations of Credit Risk

     Approximately 96% and 89%, respectively, of the Company's
revenues for the years ended June 30, 2003 and June 30, 2002
were derived from three customers, including one customer that
accounted for 70% and 60%, respectively, of the Company's
revenues.   The Company had no accounts receivable from any of
these three customers at either June 30, 2003 or June 30, 2002.
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, 2003.  However, management believes
that the financial institution is financially sound and the risk
is minimal.

Note E - Notes Payable to Shareholders

     The Company has outstanding notes payable to shareholders
and officers of the Company as of June 30, 2003 as follows:

          The President and CEO of the Company
          has extended the Company access to his own
          personal $500,000 line of credit on the
          same terms and conditions.  Interest is
          payable monthly and accrues at an interest
          rate equal to 3.99% as of June 30, 2003.
          The debt has been classified as current on
          the accompanying balance sheet due to the
          fact that the shareholder may call the debt
          at any time.                                               $496,945

          The President and CEO of the Company
          loaned the Company $100,000 in the form of
          a convertible debenture that was due
          September 13, 2003 with interest accruing
          at the Prime rate (6.5% as of June 30,
          2003).  The President had the option to
          convert the debt into common stock at any
          time after March 12, 2003 at an amount
          equal to the fair value of the common
          stock.   On June 10, 2003, the President
          declined conversion and subsequent to June
          30, 2003, the Company repaid the note in full.              100,000

          The CFO of the Company has extended
          the Company access to his own personal
          $45,000 line of credit on the same terms
          and conditions.  Interest is payable
          monthly and accrues at an interest rate
          equal to 8.25% as of June 30, 2003.    The
          debt was repaid in full subsequent to June
          30, 2003.                                                    44,900

          Notes payable to shareholders                              $641,845

Note F - Capital Lease Obligations

     Included in the Company's property and equipment balances
are assets of $103,612 that were acquired under the provisions
of long-term capital leases.  As of June 30, 2003, future
minimum rental commitments under the non-cancelable capital
lease agreements, on an annual basis, are as follows:

          Year ending June 30:
          2004                                                       $  31,592
          2005                                                          31,231
          2006                                                           7,537

          Total minimum payments                                        70,360
          Less amount representing interest                              9,971
          Present value of net minimum lease payments                   60,389
          Less current maturities                                       24,891
          Obligations under capital leases,
          less current portion                                         35,498

Note G - Commitments

Item 30.

Item 31.  Operating Leases

     The Company leases vehicles, office space and equipment
under non-cancelable operating leases.  These leases expire
between October 2003 and May 2004.

     Office space and other rent expense for the years ended
June 30, 2003 and 2002, was $27,325 and $40,200, respectively.
Future minimum rental payments under operating leases are as follows:

          Year Ended
          6/30/2004                                                   $  9,984

Item 32.  Other Commitments

     See Note I related to commitment for additional ownership
interest in iKEW.

Note H - Contingencies

Item 33.  Vendor Settlement/ Common Stock Subject to Redemption

     Storage Area Network ("SAN"), was owed $2,211,048 at June
30, 1999. Common stock subject to redemption of $2,211,048 had
been recorded on the June 30, 2001 balance sheet (4,252,015
shares at $.52 per share).

     On January 14, 2002, TSIH and SAN entered into a settlement
agreement as follows:

     SAN delivered the SAN owned shares of TSIH back to TSIH
and released any claim or interest in a $50,000 escrow deposit.

     TSIH and SAN mutually released and forever discharged
each other from any liabilities, fees, damages, obligations or contracts of any
kind.

     The $2,211,048 was previously transferred to stockholders'
equity (deficit).  No gain or loss was recorded related to this settlement.

     Legal fees of $150,000 were charged against operations
during the year ended June 30, 2002, related to the January 2002
settlement.

Item 34.  Contingent Sales Proceeds

     In connection with the sale of its systems integration
business effective as of May 1, 1999, 3Si was also able to earn
additional sales proceeds over a three-year period based upon
the contingencies set forth in the agreement.  The agreement
provided for contingent payments to 3Si when key contracts were
renewed.  Additional proceeds of $75,000 were received in
September 2000 upon renewal of a key contract, and were recorded
as gain on disposal of systems integration segment in 2000.

     The asset purchase agreement also provided for contingent
payments to 3Si for a percentage of the profits in excess of
contract renewal payments from the sold business.

     The first $157,708 of additional contingent payments earned
by 3Si was to be retained by the buyer to pay for compensated
absences for former 3Si employees.  This amount represented a
liability that was not addressed in the purchase agreement; but
the buyer assumed and paid this liability to maintain positive
employee relations.

Item 35.

     3Si and the purchaser entered into a settlement agreement
in September 2002.  3Si relinquished any claims to profits
attributable to the sold business.  The purchaser relinquished
all claims related to the compensated absences.

     The $157,708 liability relief was recorded in fiscal 2002
as a gain on disposal of the systems integration segment.

Note I - Minority Interest

     TSIH owns a 69% interest in iKEW, Inc. (See Note A)
summarized as follows:

                                                          2002

Minority interest beginning of year                       $15,899
(Loss) earnings attributable to minority interest         (15,899)
Minority interest end of year                                   -

     Net income applicable to the minority interest is $0 for the
year ended June 30, 2003.  In accordance with the provisions of
Accounting Research Bulletin No. 51, such excess and any further
losses applicable to the minority interest shall be charged
against the majority interest, as there is no obligation of the
minority interest to make good such losses.

     iKEW issued 26% of its common stock to one of its master
resellers during the year ended June 30, 1999, through a private
offering.  iKEW also issued 5% of its common stock to an entity
that assisted in the private offering.  Subsequent to June 30,
2003 and effective September 23, 2003, the Company acquired the
outstanding 31% minority interest in iKEW (Note N).

     In connection with a joint marketing agreement effective May
2000, iKEW has granted a third-party the irrevocable right for
ten years to acquire 211,212 common shares of iKEW stock (10% of
the current shares outstanding) at $1.89 per share.

Note J - Stockholders' Equity (Deficit)

Item 36.  TSIH Stock Option Plan

     On June 18, 1998, the TSIH 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 TSIH's common stock.

     The options vest over a period of three years.  Upon the
sale of substantially all assets of the Company (See Note A), a)
the exercise period for terminated employees became one year
from date of termination, and b) the options held by terminated
employees became 100% vested.

                                                   # Shares        Exercise
                                                 Under Option       Price*

End of period, June 30, 2001                      1,099,000       $   0.126
Granted                                           3,340,000           0.050
Forfeited                                                 -               -
Exercised                                                 -               -

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

* Weighted averageExercise prices of all stock options outstanding as of June
30, 2003 range from $0.05 to $0.156 per share.

     Following is a summary of the status of options outstanding
at June 30, 2003:



<TABLE>
<CAPTION>
             Outstanding Options                                Exercisable Options
Number                            Exercise Price           Term Expiration         Number
<S>                               <C>                      <C>                   <C>
5,000                               $ 0.05                 November 2012            1,250

3,340,000                             0.05                 October 2011         1,670,000

99,000                                0.10                 September 2008          99,000

500,000                               0.10                 July 2009              500,000

500,000                               0.156                January 2010           500,000

4,444,000                                                                       2,770,250
</TABLE>



     No compensation cost was charged to operations for either
of the years ended June 30, 2003 and 2002.  See Note C for the
pro-forma disclosure effects of adopting SFAS No. 123.

Item 37.  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 K - 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.

     iKEW is excluded from the filing of a consolidated income
tax return.  TSIH and iKEW used $13,000 and $98,000
respectively, of their net operating loss carryforwards to
offset taxable income for the year ended June 30, 2001.  Net
operating loss carryforwards are available at June 30, 2002,
expires as follows:

                    YEAR          TSIH/3Si          iKEW

                    2019          $ 616,000        $ 11,000
                    2020            196,000         420,000
                    2021                  -          99,000
                    2022            134,900               -

                                  $ 946,900        $530,000

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

                                                                 2003

Non-current:
Tax benefit of net operating loss carryforwards                $  541,000
Deferral of tax deduction for goodwill                            162,000
Other                                                              51,000

                                                                  754,000

Valuation allowance                                              (754,000)
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
carryforward and reversal of timing differences.  A valuation
allowance of $754,000 is provided at June 30, 2003 for the
benefits which the Company may not be able to use.

     The provision for income taxes consists of the following:

                                                         2003          2002

Current expense                                        $      -     $      -
Deferred expense (credit)                                     -            -
Income tax expense (benefit)                                  -            -

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

                                                   2003         2003

Income taxes (benefit) expense at statutory rates      $  (24,000)  $ (79,000)
Permanent tax differences
SAN settlement                                                  -     752,000
Other                                                       3,500      (3,000)
State taxes and other                                     (26,000)     67,000
Valuation allowance                                       (46,500)   (737,000)
Income tax expense                                              -           -

Note L - Related Party Transactions

     iKEW has entered into an agreement to maintain and operate
the internet-based customer support system for the entity that
owns a 26% minority interest in iKEW. Total revenues generated
from this related party were $129,600 and $151,000 in the years
ended June 30, 2003 and 2002, respectively.

     Loans receivable from TSIH stockholders totaled $162,395 at
June 30, 2003.  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 is subject to going concern considerations, the $162,395
balance was fully reserved and recorded as an expense in a prior year.

     As disclosed further in Note E, the Company has received
financing from two of its stockholders, who are also officers in
the Company totaling $641,845.  In July and August 2003, the
Company repaid $144,900 of the $641,845 outstanding.

Note M- Fourth Quarter Results

Item 38.

     During the three-month period ended June 30, 2003, the
Company executed a software licensing agreement representing 49%
of the Company's revenue for the fiscal 2003.   The Company
received cash payments totaling $750,000 during the three-month
period ended June 30, 2003.  Of that amount, approximately
$190,000 represents revenue to be recognized in future periods.

Note N- Subsequent Event

     Effective September 23, 2003, the Company executed an
agreement with the minority shareholders of iKEW, Inc. whereby
the Company acquired the remaining 31% interest in its
subsidiary.  As a result, the Company owns 100% of iKEW.

                                Exhibit 99.8

                  Certification of Chief Executive Officer

                            CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)


         In connection with the Annual Report of 3Si Holdings,
Inc. (the "Company") on Form 10-KSB for the period ended June
30, 2002 as filed with the Securities and Exchange Commission on
the date hereof (the "Report"), the undersigned certifies
pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that to his knowledge:

         (1) The Report fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended; and

         (2) The information contained in the Report fairly
presents, in all
material respects, the financial condition and results of
operations of the
Company.

Dated: September 24, 2003              By:/s/Jerome K. Thorson
                                       Jerome K. Thorson, President, Chief
                                       Executive Officer and Director

                                     Exhibit 99.9

                        Certification of Chief Financial Officer

                            CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)


         In connection with the Annual Report of 3Si Holdings,
Inc. (the "Company") on Form 10-KSB for the period ended June
30, 2002 as filed with the Securities and Exchange Commission on
the date hereof (the "Report"), the undersigned certifies
pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that to his knowledge:

         (1) The Report fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended; and

         (2) The information contained in the Report fairly
presents, in all material respects, the financial condition and results of
operations of the Company.


Dated: September 24, 2003              By:/s/Frank W. Backes
                                       Frank W. Backes, Chief Technical
                                       Officer, Chief Financial Officer and
                                       Director

  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.

  Fred Slack has entered into a private transaction to sell 250,000 shares of
stock on September 23, 2003.  This transaction will be made public through a
Form 4 to be filed on September 25, 2003.

  The Beneficial Ownership for Jerome K. Thorson includes 400,000 shares in the
name of his children, and options to purchase 1,500,000 shares that are vested
as of June 30, 2003.  Mr. Thorson has options to purchase an additional
1,500,000 shares that will vest in FY 2004 to FY 2005.