U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                -----------------

                                   FORM 10-KSB
                                -----------------

(Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
    of 1934

[ ] Transitional Report Under Section 13 or 15(d) of the Securities Exchange Act
    of 1934

                     For the Fiscal Year Ended June 30, 2005

                          Commission File No. 000-09358

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

           Wyoming                                              83-0245581
-------------------------------                           ----------------------
(State or other jurisdiction of                             (I.R.S. Employer
Incorporation or Organization)                            Identification Number)

                             6886 S. Yosemite Street
                              Centennial, CO 80112
                                 (720) 493-1660
                                 --------------
        (Address, including zip code and telephone number, including area
                    code, of registrant's executive offices)

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

         Securities registered under Section 12(g) of the Exchange Act:

                                  Common Stock
                                  ------------
                                (Title of Class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  Exchange  Act of 1934  during the  preceding  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. Yes  X    No     .
         -----    -----

                          (Continued on Following Page)
<PAGE>

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 registrant'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. X
                 ---

Issuer's revenues for its most recent fiscal year:  $320,520.

State the  aggregate  market value of the voting  stock held by  non-affiliates,
computed by reference  to the price at which the stock was sold,  or the average
bid and asked  prices of such stock,  as of a specified  date within the past 60
days: As of June 12, 2006: $223,404.

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the  latest  practicable  date:  As of June 12,  2006  there were
39,325,943 shares of the Company's Common Stock issued and outstanding.

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act) Yes X No
                                ----     ----

Documents Incorporated by Reference: None


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<PAGE>


                                TABLE OF CONTENTS

                            FORM 10-KSB ANNUAL REPORT

                               3Si HOLDINGS, INC.

                                                                            PAGE
                                                                            ----

Facing Page
Index

PART I
Item 1.  Description of Business...............................................4
Item 2.  Description of Property..............................................12
Item 3.  Legal Proceedings 12
Item 4.  Submission of Matters to a Vote of Security Holders..................13

PART II
Item 5.  Market for the Registrant's Common Equity
             and Related Stockholder Matters..................................13
Item 6.  Management's Discussion and Analysis of Financial Condition
             and Results of Operations........................................14
Item 7.  Financial Statements.................................................19
Item 8.  Changes in and Disagreements With Accountants on Accounting
             and Financial Disclosure.........................................40
Item 8A. Controls and Procedures..............................................40

PART III
Item 9.  Directors, Executive Officers, Promoters and Control Persons;
             Compliance with Section 16(a) of the Exchange Act................40
Item 10. Executive Compensation...............................................43
Item 11. Security Ownership of Certain Beneficial Owners and Management.......44
Item 12. Certain Relationships and Related Transactions.......................45

PART IV
Item 13. Exhibits and Reports on Form 8-K.....................................46
Item 14. Principal Accountant Fees and Services...............................47

SIGNATURES....................................................................48

                                                                               3

<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

General

     3Si  Holdings,  Inc.  ("we,  "us,"  "our," or the  "Company")  is a Wyoming
corporation  formed in 1987  under the name  "Tyrex  Oil  Company."  We have two
wholly owned subsidiaries,  including 3Si, Inc., a Colorado  corporation (3Si"),
where all of our operations are currently conducted,  and KEWi.net, Inc., also a
Colorado corporation, which is dormant as of the date of this Report. On May 28,
1997, we acquired 3Si through a reverse merger by issuing 72% of our outstanding
stock to the 3Si  shareholders  in exchange for 100% of their common stock.  All
references to us hereinbelow include 3Si Holdings,  Inc. and 3Si, Inc., jointly,
unless specifically stated otherwise.

     We are currently  engaged in the  marketing,  sales and  integration of our
proprietary  software  product,  iKEW(TM),  and the  licensing  of the  iKEW(TM)
Internet-based   customer   support   system.   Our   operations   include  data
consolidation  and  business   coordination.   Our  iKEW(TM)  (Internet  powered
Knowledge,  Experience  and  Wisdom)  products  provide our  customers  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.

     Our principal  executive  offices are located at 6886 S.  Yosemite  Street,
Centennial,  Colorado 80112, and our telephone number is (720) 493-1660.  During
our fiscal year ended June 30, 2005, we also maintained research and development
activities at offices located in Colorado  Springs,  Colorado.  We vacated these
premises in April 2006. See "PART I, Item 2, Description of Property" below.

Business

     We currently  provide the ability to create,  manage,  and share enterprise
intelligence with anyone,  anywhere,  anytime over the Internet, with an easy to
use,  integrated  suite  of  portal  management,   content  management,  request
tracking,  and workflow  management  technology  to  businesses of all sizes and
types.  Our  principal  markets  during our fiscal years ended June 30, 2005 and
2004 were  large  corporations  located  in the  United  States.  The  principal
services  provided  during our fiscal  years  ended June 30,  2004 and 2005 were
portal and collaborative  tools,  web-site  development and notification  system
implementation  using  the  iKEW(TM)  products  and  licensing  of the  iKEW(TM)
Internet-based content management and collaboration.

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

                                                                               4
<PAGE>

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  resources,  at
significant  expense.  The simplicity of an iKEW(TM) deployment reduces the time
and cost of bringing disparate systems together while enabling the customer's IT
staff to focus on their core business.

     Currently we have 13 projects in the sales  process.  Management is hopeful
that  the  agreements  it  is  putting  in  place  with   independent   contract
representatives  will increase  this  pipeline and expand the customer  base. We
continue to experience a slow down in finalizing contracts,  which we believe is
the result of budget concerns related to current economic conditions,  and there
is no guarantee  that we will close our existing  opportunities.  We are hopeful
that the pending  agreements  with  independent  contract  representatives  will
increase this pipeline and expand our potential and actual customer base.

     While no assurances  can be provided,  we expect to increase our revenue as
our product  gains  additional  market  acceptance  and  through  the  following
marketing  efforts:  First,  continued  direct  marketing  to a  focused  set of
customers.  This has  delivered  many of our most  successful  clients  to date,
including Lucent,  Hewlett Packard,  a large financial  institution based in San
Francisco,  California,  a large  telecommunications  company  based in Ashburn,
Virginia, and others. Second, we continue to pursue other potential resellers of
the iKEW product  family.  We are working  toward  entering into an agreement to
create a reseller relationship with a large educational  reseller.  Our focus is
on two potential  contracts.  There is no guarantee that these negotiations will
be completed.

Description of Products/Services.

     iKEW(TM) is a  collaboration  of content  management  and business  process
management  tools.  iKEW(TM) is also  provided  as a series of solution  sets of
services.  These  can  be  contracted  as a  whole  group,  individually  or  in
combination, including the following:

        o        Portal Management
        o        Content Management
        o        Request Tracking
        o        Workflow Management
        o        Discussion Forums
        o        Queue Manager

     Portal Management encompasses document and content management,  among other
things. 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:

        o        How the user is welcomed

                                                                               5
<PAGE>

        o       Single sign-on for business applications
        o       Unique branding of the user interface
        o       Type of information featured and highlighted
        o       Content filtering/searching, Meta tags
        o       Tone of the language and graphics used
        o       Access privileges within the site
        o       User interface with consistent navigation elements

Content Management
------------------

     By  simplifying  the  process of  knowledge  capture  and  distribution  to
appropriate  personnel,  iKEW(TM)  ensures  that web sites  become  dynamic  and
efficient.  They  reflect  what is  happening  in real time.  Behind the scenes,
valuable IT resources are freed up. This is accomplished by:

        o        Capturing and creating knowledge at the source
        o        Aggregating and improving that knowledge
        o        Managing distribution securely through the Internet and
                 wireless devices
        o        Unifying disparate information and data
        o        Inputting the knowledge is as easy as using MS Word
        o        Searching using key words, proprietary algorithms, and,
                 techniques that allow each customer to define their own
                 organizational communication terminology. Over time the
                 iKEW(TM) knowledge base reflects the most frequently requested
                 information.

Request Tracking
----------------

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

        o        Call logging
        o        Escalation and notification (wireless and E-mail)
        o        Two-way communication with a support representative (wireless
                 and Internet)
        o        File attachments to call tickets o Customer profile management
        o        On-line status for customers as well as management
        o        Reporting
        o        Migration of solutions to the iKEW(TM) knowledge database

                                                                               6

<PAGE>

Workflow
--------

     Workflow   Processing  enables  customers  to  define  approval  processes,
escalate requests, and mange business processes.  These functions are enabled by
an easy to use Wizard interface. Workflow Processing provides the following:

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

     o    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.

     o    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.

     o    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.

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

     Therefore,  because  iKEW(TM)  is a more  tightly  integrated  product,  we
believe  it has a broader  market  appeal.  By  marketing  a tightly  integrated
product,  we are able to provide our customers with enhanced  functionality  for
substantially less than our competitors. We further believe that our product has
an advantage over its competitors because it significantly reduces the number of
technical  personnel  necessary to accomplish an  implementation of the product.
This  allows us to leverage  the "low cost of  implementation"  of the  iKEW(TM)
product to more companies, and thus increase our market presence and revenues.

     During our fiscal years ended June 30, 2005 and 2004,  approximately 94% of
our aggregate  revenues were derived from two customers,  including the Ashburn,
VA based telecom,

                                                                               7
<PAGE>

which accounted for 72% and 73% of our total revenues, respectively, and the San
Francisco  based  banking  firm,  which  accounted  for 0% and 21% of our  total
revenues,  respectively.  Loss  of  either  of  these  customers  would  have  a
significant negative impact on our business.

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

     In the  event we are able to raise  the  capital  necessary  to allow us to
expand our marketing  efforts,  we intend to target small businesses  because we
believe that once introduced to the cost saving features of using iKEW(TM), they
can access the  Internet  as a  competitive  weapon  against  their much  larger
competitors.  Without  making a significant  capital  investment,  they can take
advantage of  iKEW(TM)'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 from  installation  and
utilization of the iKEW(TM) Product.  These companies have very large, expensive
information  technology staffs, and their priorities are to support and focus on
mission critical systems. They tend to be geared toward large, complex projects,
and find it  difficult  to adjust to rapidly  changing  business  requiring  web
enabled  technologies.  Our strategy for these  organizations is to offer them a
license,  with annual  maintenance  and an application  tool set. The Real World
SimplicitySM  of  iKEW(TM)  does  not  require  the  corporations'   information
technology human resources for  implementation  or maintenance,  freeing them to
focus on the mission critical systems.

Channel Sales

     Channel  sales  are those  sales  provided  by  resellers  of the  iKEW(TM)
Product.  These resellers typically focus on using the iKEW(TM) product in their
vertical markets, such as professional services or price comparison products. We
expect  channel sales could be a significant  growth  vehicle  because we do not
have the resources to hire a global sales force at this time. To provide us with
greater  access to those markets and to  capitalize  through these channel sales
opportunities, we plan to continue to develop reseller relationships.

     As of the date of this Report,  we are negotiating an agreement to create a
reseller  relationship  with a large  systems  integrator.  This  integrator  is
focusing on the contact center and

                                                                               8
<PAGE>

government industry.  The focus is on government and contact center contracts as
well as systems requiring support for legacy systems. There is no guarantee that
these negotiations will be completed.

     We have an established  relationship  with an Alaskan  Native  Corporation,
which should lead to their  purchase and use of iKEW  product and  services.  To
date  this  agreement  has  resulted  in   discussions  of  potential   customer
opportunities for both  organizations,  but no firm contracts have resulted.  If
such an agreement is finalized,  we believe that in the long term this will lead
to more business in the government sector.

     We have also formed a reseller  relationship  with our former President and
CEO (who has remained as a director and one of our principal  stockholders).  We
believe that in the long term this will lead to more international business.

Vertical Markets

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

     Price comparison  solutions is another market that we intend to continue to
target.  One example of the price comparison market is an overnight mail service
price  comparison  solution,  which we developed for one of our larger  clients.
Because of contractual obligations,  we are precluded from releasing the name of
this  client,  but it is a  large  San  Francisco  based  financial  firm.  With
overnight mail service, addresses are certified against the United States Postal
Service  database,  prices from  different  carriers  are  provided,  labels are
created,  and  links are  available  to track  packages.  This  resulted  in our
customer  generating  substantial  savings in overnight  mail service costs with
improved reliability of delivery. This was a license sale.

     Governments  at all levels have  time-to-market  requirements  as well.  We
believe  that  an  iKEW(TM)  product   implementation  could  provide  increased
productivity achieved by simplification of information  distribution,  reduction
in IT  resources,  and a reduction  in travel.  Significant  opportunity  exists
within  government  for the  complete set of iKEW(TM)  capabilities.  All public
school  districts  are  potential  customers  for  iKEW(TM).  iKEW(TM)  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(TM)  deployed as an  Application
Service  Provider  ("ASP") service reduces or eliminates the need for schools to
maintain expensive hardware platforms and provides the security schools require.

                                                                               9
<PAGE>

Small to Medium-Sized Business Market

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

iKEW Overview
-------------

     iKEW  is  a  total  knowledge   management  system  encompassing   business
collaboration  and  data  consolidation  that  is  delivered  as an  application
development  tool  kit.  The  key  to  effective  knowledge   management  is  to
consolidate data so an authorized user can discover, access and utilize it. iKEW
combines the following packages under one interface: Portal Management,  Content
Management,   Request  Tracking,  Workflow  Processing,   Authoring,   Quizzing,
Reporting, Scheduling, and Discussion Groups. These packages can be delivered as
a  combined  solution  under  one  look  and  feel or the  customer  can  choose
individual  packages and incorporate  them into their current  environment.  The
goal is to add packages without adding additional interfaces, while cutting cost
and protecting the customer's current  investments in technology.  Additionally,
our proprietary  database interface product,  Queue Manager,  integrates diverse
backend systems.

Subsequent Events

     On  August  23,  2005,  we  entered  into a Letter of Intent to engage in a
business combination with Entellectual Solutions Properties Group, Inc. ("eSPG")
based in Tampa,  Florida.  As part of the terms of the  Letter of  Intent,  eSPG
agreed to loan us the principal sum of $170,000.  If  consummated,  the proposed
terms  include a 50-50 split in  ownership of our  Company,  provided  that eSPG
provides a minimum amount of working  capital.  As of the date of this Report, a
number of issues  remain  outstanding,  but we are  continuing  to discuss  this
proposed  transaction,  as well as other  possible  scenarios  with eSPG. If the
business transaction is not consummated,  we will also owe an additional $25,000
to eSPG for a break-up fee.

     Also, in August 2005, one of our principals resigned his positions as Chief
Technical Officer,  Chief Financial Officer and Director.  In February 2005, Mr.
Thorson  resigned his  positions as Chief  Executive  Officer,  but he remains a
Director.  Mr.  Slack  assumed the duties of Chief  Executive  Officer upon this
resignation.

                                                                              10

<PAGE>

Employees

     During fiscal year 2005, we had eight  employees,  five of whom were in the
area of sales and marketing,  software development and customer service, and two
of whom were in administration. As of the date of this Report, we have seven (7)
employees,  including two in sales, three in software development and Mr. Slack,
our CEO.  None of our  employees  are members of any union and we  consider  our
employee labor relations to be good.

Competitive Conditions

     Our industry is highly  competitive and includes both small firms and large
diversified  firms  that  have  greater   financial,   technical  and  marketing
capabilities than we currently have available.  Our industry is not dominated by
any one firm.

     Because  of  the  unique   nature  of  our  product,   we  offer  the  same
solutions/services  along various industry segments,  including portals, content
management,   business  process  management,   document   management,   customer
relationship  management  and  instant  collaboration.  None of our  competitors
attempt to offer their products to all of these  categories.  Separated by these
categories, our competitors include, but are not limited to Hummingbird, IBM and
Oracle  (portals),   Stellent  and  FileNet  (content  management  and  document
management), Megastorm and Pega (business process management), Remedy and Siebel
(customer   relationship   management)   and  Genesis  and  Raindance   (instant
collaboration).

     We compete on the basis of  competitive  pricing,  a reputation for quality
and the unique nature of our software. We believe that it is our tightly coupled
and highly  integrated  product  that  allows us to cross the  different  market
categories  enabling us to deliver  projects  quicker and for less cost than our
competitors. A large number of established and well-financed entities are active
in our  industry.  Many  such  entities  have  significantly  greater  financial
resources,  technical  expertise  and  managerial  capabilities  than  ours and,
consequently, we are and will continue to be at a competitive disadvantage.

Government Regulations

     We are not subject to any extraordinary government regulations.

Patents and Trademarks

     In  addition  to  rights   provided  at  common  law,  we  have   submitted
trademark/servicemark  applications  with the U.S. Patent & Trademark  Office to
register the marks "iKEW" and "REAL WORLD SIMPLICITY" and to have them listed in
its principal register. Subsequently, in November 2005, we were advised that our
applications  were accepted.  An application to register our trademarks has been
submitted and as of the date of this Report,  our  application is pending.  This
action was taken in January 2006.

                                                                              11
<PAGE>

ITEM 2.  DESCRIPTION OF PROPERTY

     Facilities.  Our principal place of business is located at 6886 S. Yosemite
Street,  Centennial,  Colorado,  which we lease on a  month-to-month  basis at a
monthly  rate of $2,000.  This space  consists of 1,100 square feet of executive
offices and open space  devoted to research  and  development  activities  and a
conference  room.  As of the date of this Report,  we are  exploring  new office
space leasing opportunities.

     During our fiscal year ended June 30, 2005, we also subleased space at 5520
Tech  Center  Drive,  Suite 102,  Colorado  Springs,  Colorado  80920,  where we
performed  our  research and  development  activities.  This space  consisted of
approximately  960 square feet and  includes  two  executive  offices and a work
area. We had an agreement with one of our customers to provide  $18,000 worth of
services and product for this  location.  In April 2006,  this  arrangement  was
terminated and we have consolidated all of our operations at our principal place
of business described above.

     During  our  fiscal  year  ended June 30,  2005,  we also  leased  computer
hardware  equipment under  non-cancelable  capital leases.  These leases expired
between  March 2005 and  September  2005,  and,  pursuant  to the terms of these
leases, we exercised an option to purchase the equipment for a nominal fee.

     We own furniture,  fixtures and computer  equipment.  In addition we have a
Hosting agreement with Verizon Business for our Production Server environment.

     Our principal  office's  telephone  number is (720)  493-1660 and facsimile
number is (719) 264-4319.

Subsequent Event

     Effective June 1, 2006, we leased  additional space to replace our location
in Colorado Springs, Colorado. This new space, located at Suite 100, 19 N. Tejon
Street,  Colorado  Springs,  Colorado  80903,  consists of 1,955  square feet of
general office space, and has been leased for a 36-month term at an initial rent
of $2,000 per month  through  February 28, 2007,  then  increasing to $2,450 per
month  through  April 30, 2007,  $2,524 per month  through  April 30, 2008,  and
$2,599 per month through April 30, 2009.

ITEM 3.  LEGAL PROCEEDINGS

     There are no  material  legal  proceedings  that are  pending  or have been
threatened against us of which our management is aware.

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<PAGE>

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     During  the three  month  period  ended  June 30,  2005,  no  matters  were
presented to our shareholders for approval.

                                     PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

     (a) Market Information.  As of the date of this Report, our Common Stock is
traded on the "pink sheets"  operated by the National  Association of Securities
Dealers, Inc., under the trading symbol "TSIH." From January 2, 1987 until April
2005, our Common Stock traded on the  Over-the-Counter  Bulletin Board under the
same symbol,  but because of our failure to timely file reports  pursuant to the
Securities  Exchange Act of 1934,  as amended,  we were delisted from trading on
the OTCBB.  We intend to cause an  application to be filed to allow us to return
to the Bulletin Board once we become current in our filings.  However, there can
be no assurances that our application will be approved.

     The  range of  closing  bid  prices  shown  below is as  reported  by these
markets.  The  quotations  shown reflect  inter-dealer  prices,  without  retail
mark-up,  markdown  or  commission  and may  not  necessarily  represent  actual
transactions.

            Quarter Ending                            High         Low
            --------------                            ----         ---

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

            September 30, 2004                        $0.06        $0.03
            December 31, 2004                          0.05         0.03
            March 31, 2005                             0.06         0.03
            June 30, 2005                              0.04         0.01

     The closing bid price of our Common Stock on June 12, 2006 was $.02.  As of
June 12, 2006,  there were  approximately  1,631  shareholders  of record of our
Common  Stock,  not  including  those  persons who hold their  shares in "street
name."

     (c) Dividends. We have not paid any dividends on our Common Stock since our
inception.  We do not foresee that we will have the ability to pay a dividend on
our Common Stock in the fiscal year ended June 30, 2006.
                                                                              13
<PAGE>

ITEM 6. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

     The following  discussion  should be read in conjunction with the financial
statements and notes thereto included herein. In connection with, and because we
desire  to take  advantage  of,  the "safe  harbor"  provisions  of the  Private
Securities  Litigation  Reform Act of 1995, we caution readers regarding certain
forward  looking  statements in the following  discussion  and elsewhere in this
Report and in any other  statement made by, or on our behalf,  whether or not in
future  filings with the  Securities  and Exchange  Commission.  Forward-looking
statements are statements not based on historical  information  and which relate
to future  operations,  strategies,  financial  results  or other  developments.
Forward-looking  statements are necessarily based upon estimates and assumptions
that are inherently  subject to significant  business,  economic and competitive
uncertainties and  contingencies,  many of which are beyond our control and many
of which,  with  respect to future  business  decisions,  are subject to change.
These  uncertainties and contingencies can affect actual results and could cause
actual results to differ materially from those expressed in any  forward-looking
statements  made by, or on, our behalf.  We disclaim  any  obligation  to update
forward-looking statements.

Overview

     We are a Wyoming  corporation  formed in 1987  under  the name  "Tyrex  Oil
Company." We have two wholly owned subsidiaries, including 3Si, Inc., a Colorado
corporation  (3Si"),  where all of our operations are currently  conducted,  and
KEWi.net, Inc., also a Colorado corporation,  which is dormant as of the date of
this Report.

     We are currently  engaged in the  marketing,  sales and  integration of our
proprietary  software  product,  iKEW(TM),  and the  licensing  of the  iKEW(TM)
Internet-based   customer   support   system.   Our   operations   include  data
consolidation  and  business   coordination.   Our  iKEW(TM)  (Internet  powered
Knowledge,  Experience  and  Wisdom)  products  provide our  customers  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.

     The  following  information  is intended to highlight  developments  in our
operations,  to  present  our  results of  operations,  to  identify  key trends
affecting our businesses and to identify other factors  affecting our results of
operations for the periods indicated.

Results of Operations

Comparison of our Results of Operations for the Fiscal Years Ended June 30, 2005
and 2004.

     We  generated  revenues of  $320,520  during our fiscal year ended June 30,
2005,  compared to revenues of $1,099,944  during our fiscal year ended June 30,
2004, a decrease of $779,424.  This is principally  attributable  to our lack of
working capital, which has limited our

                                                                              14
<PAGE>

ability to develop the next generation of software.  As a result, we were forced
to limit our sales and marketing activities,  which had a negative impact on our
revenues during our fiscal year ended June 30, 2005.

     Our cost of sales during our fiscal year ended June 30, 2005 was  $324,521,
compared to $326,484 in 2004, a decrease of $1,963.

     During our fiscal year ended June 30, 2005,  our  operating  expenses  were
$680,169,  compared to  operating  expenses  of $808,688  during our fiscal year
ended June 30,  2004,  a decrease  of  $128,519.  This arose from a decrease  in
wages,  directly  related to our lower number of  employees  and our attempts to
control  costs.  However,  we recognize that we pay a large portion of our gross
revenues  in  salaries.  This is as a result of our  dilemma to keep our quality
employees to handle our research  and  development  efforts in order to maintain
and develop our principal asset,  our software.  We continue to address the need
for additional working capital.

     Interest expense remained relatively constant in our fiscal year ended June
30,  2005,  compared to the similar  period in 2004,  as we incurred  $26,167 in
2005, compared to $26,658 in 2004, a decrease of $491, which resulted from lower
principal balances outstanding.

     As a result of the above  circumstances,  we incurred a loss of  ($706,336)
during the  fiscal  year ended June 30,  2005  (approximately  $.02 per  share),
compared to our incurring a loss of ($69,509)  (less than $.01 per share) during
our fiscal year ended June 30, 2004.

Liquidity and Capital Resources

     At June 30, 2005, we had $2,568 in cash and cash equivalents.

     At June 30,  2005,  we had  accounts  receivable  in the amount of $13,500,
compared to $51,583 at June 30, 2004.

     Beginning in February 2003 through April 2005, our former President and CEO
(who is still a director and principal  stockholder) loaned us the principal sum
of  $495,412.  He resigned his  positions  as our CEO and  President in February
2005. At that time we  renegotiated  that debt pursuant to the following  terms:
$345,000 of the debt was  converted to a  seven-year  note payable from us which
provides for quarterly  interest only payments,  with interest accruing at eight
percent (8%) per year ($6,900 per payment),  with a balloon  payment of $345,000
plus the last interest payment of $6,900 due at the end of the note period.  The
$345,000  debt has been  classified  as long  term on our  accompanying  balance
sheet.  The debt had previously been classified as short term.  Interest paid on
this debt was $4,968 in 2005 and $19,683 in 2004.  The  balance of $150,000  was
utilized to exercise an outstanding  option to purchase  3,000,000 shares of our
Common Stock at a conversion price of $.05 per share.

     Cash  advances  and accrual of salaries  and  expenses  which are listed as
accounts  payable to related  parties were made to us from an individual  who is
one of our officers, a director and a

                                                                              15
<PAGE>

principal stockholder and two of our other directors and principal stockholders.
Subsequent  to June 30, 2005,  the advances and accruals  from the  stockholders
were converted to notes payable.

     We also have  established  a line of credit  with Wells Fargo Bank that was
granted based upon our former CTO/CFO's personal guarantee. This $45,000 line of
credit  accrues  at an  interest  rate equal to 9.25% as of June 30,  2005.  The
amount outstanding as of June 30, 2005 was $43,252.

     We estimate our cash  requirements  for the next twelve (12) months will be
approximately  $1,000,000.  In  addition  to  working  capital  to  address  our
administrative  needs,  most of these  funds,  if raised,  will be  utilized  to
finalize development of our next generation of iKEW(5.0) code. As of the date of
this Report,  we have completed the first phase of this  development,  but still
need at least $500,000 to complete  version 5.0. The remaining  balance of funds
will be  utilized  to assist us in making  inroads  into our  designated  market
segment. Increase of our customer base is critical.

     Within our  industry it is necessary  to work with  companies  such as IDC,
Gartner and Forrester in order to have software validated.  Due to the amount of
software  being  developed it is almost  impossible for IT Directors and CIOs to
stay abreast of all the new technology available. As a result,  companies retain
the services of organizations  such as those named above to research the markets
and share this information with their technical staffs. In turn,  companies such
as Gartner,  Forrester and IDC charge a fee to companies  such as ours to review
their software. These fees can be high for a number of reasons. First, companies
such as Microsoft take up an inordinate  amount of the resources these companies
have available due to their size and development efforts. Conversely,  companies
such as ours find that they pay higher fees to the reviewing  companies in order
to ensure that their  products  receive the attention  they need.  Fees for this
market often begin at $50,000 per year and for large  companies  can extend into
the millions. One of our goals for this year is to have our product reviewed and
use the  subsequent  white paper as  marketing  collateral  for sales people and
business partners.

     While we have had discussions  with various groups about  providing  either
debt or  equity  financing  for us,  as of the  date of this  Report  we have no
commitment from any financial institution,  investment banking firm or any other
group to provide this necessary funding,  and no assurances can be provided that
such an agreement  will be obtained in the near future.  Failure to obtain these
funds will have a negative impact on our operations and future profitability.

     We believe that we have the  capacity to generate  enough  working  capital
from  operations,  if we can complete the  development of our next generation of
software.  We have had  discussions  to sell our  product  with  numerous  large
corporations located throughout the US. While no assurances can be provided that
we will  consummate  these sales,  if so consummated we expect that the revenues
generated  from  such  sales  will be  sufficient  to meet our  working  capital
requirements for the next 12 months.

                                                                              16
<PAGE>

     The report issued by our independent  accountants to our audited  financial
statements  included below in this Report contains a separate paragraph stating,
"The  accompanying  financial  statements  have been prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note A to our
financial statements, we have suffered recurring losses from operations and have
working  capital and  stockholders'  deficits.  These factors raise  substantial
doubt about our ability to continue as a going  concern.  Management's  plans in
regard to these matters are described above, as well as in Note A. Our financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty."

Subsequent Event

     Subsequent to June 30, 2005, we received  loans in the principal  amount of
$50,000  from Fred Slack,  our current  CEO,  and Larry  Valdez,  an officer and
director.  These  loans are due on demand and accrue  interest at the rate of 8%
per annum.

     Also, as discussed  above under "PART I, Item 1,  Description of Business -
Subsequent  Events," on August 23,  2005,  we entered into a Letter of Intent to
engage in a business  combination with Entellectual  Solutions Properties Group,
Inc.  ("eSPG")  based in Tampa,  Florida.  As part of the terms of the Letter of
Intent, eSPG loaned us the principal sum of $170,000.  The relevant LOI does not
contain a charge for interest on this loan. If  consummated,  the proposed terms
include a 50-50 split in ownership of our Company, provided that eSPG provides a
minimum amount of working  capital.  As of the date of this Report,  a number of
issues  remain  outstanding,  but we are  continuing  to discuss  this  proposed
transaction,  as well as other possible  scenarios with eSPG. One of the primary
terms  being  discussed  is that we are  requiring  eSPG to  provide  additional
working capital at closing to meet our anticipated needs. As of the date of this
Report,  no definitive  conditions  have been agreed  between us in this regard.
Potential  investors should be aware that the LOI is not a binding agreement and
we are  still  involved  in  negotiations  on the  proposed  structure  of  this
transaction.  If the business transaction is not consummated, we may also owe an
additional $25,000 to eSPG for a break-up fee.

Trends

     We believe that our sales model is beginning to be accepted by our customer
base but has not been readily  accepted in the past by our target market because
of the need to educate our potential  customers on the development of customized
interfaces and migrate  information from outdated and old technology or systems.
Our products  unique  ability to web-enable  the data within a legacy system has
created more interest.  Management  therefore  believes that our success and any
increase in interest in our product is tied to creating an  increased  awareness
in the  capabilities  of our product.  Because our customers  are  accustomed to
protecting all trade secrets  related to their systems  operations,  it has been
difficult to communicate the full  capabilities of our product on a case-by-case
basis.  However,  we believe that over time,  companies within our target market
segments  will  become  aware that  enhancing  capabilities  of older

                                                                              17
<PAGE>

operating  systems is not a barrier for our product,  but rather, an opportunity
to increase our product acceptance.

     Obtaining new business in our highly competitive  industry will continue to
require  us to  focus  on  our  sales  model,  communication  of  our  product's
capabilities, and focus on product development. However, existing customers have
expressed an appreciation for our diligence, patience, creativity and commitment
to our  sales  model  when  establishing  stable  environments  for our  product
applications.  Moreover,  as  our  product  begins  to  become  the  subject  of
additional interest in the marketplace, we have increased our efforts to develop
brand recognition in our products.

     Our  principal   services  will  continue  to  be  focused  on  portal  and
collaborative  tools,  connectivity of legacy systems,  web-site development and
notification system  implementation using the iKEW product, and licensing of the
iKEW internet-based content management and collaboration.

     Currently,  we  believe we are  poised to grow with new  customers  to take
advantage of the strength  iKEW(TM) has created for customers such as MCI, Wells
Fargo Service Co., SMI International and others. The current version of iKEW(TM)
has proven to be one of the most flexible and robust tools on the  Collaborative
Content  Management  market.  Its tightly  integrated  blend of customer  driven
Portal Management, Request Tracking, Content Management and Work Flow Management
is not found in any other  product  on the market  today.  In  addition,  we can
provide  multiple  languages  (due to its double byte design),  custom  reports,
versioning control,  different presentation templates and many other features in
every implementation,  if desired by the customer.  All of this customer centric
design allows for the typical iKEW(TM) implementation to come to the customer in
as little as six (6) weeks,  creating a tremendous time to market advantage when
compared to traditional vendors.

     We  believe  that lack of working  capital  has been the  principal  reason
behind our inability to grow our business  during our fiscal year ended June 30,
2005.  This  shortage  of capital  has  caused  customers  as well as  potential
business  partners  to have  concern  about  doing  business  with  us.  We have
addressed this issue primarily by suggesting that source code be kept in escrow.
From November 2005 through  January 2006, we have seen an increased  interest in
our product and have signed agreements representing over $400,000.  There can be
no  assurances  that we will be able to  maintain  this level of business in the
future.

Inflation

     Although our operations are influenced by general economic  conditions,  we
do not believe that inflation had a material effect on our results of operations
during our fiscal year ended June 30, 2005.

                                                                              18
<PAGE>

Critical Accounting Policies and Estimates

     We believe our revenue  recognition  policies  are in  compliance  with all
applicable  accounting  regulations,  including  American Institute of Certified
Puiblic  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,  we recognize revenues from the
sale of software products when it can be determined that persuasive  evidence of
an arrangement exists, delivery and acceptance has occurred, the vendor's fee is
fixed or  determinable  and  collectability  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 purchased via our ASP model is
licensed  to the users on a  monthly  subscription  basis.  License  revenue  is
recognized  monthly as the service is provided unless the customer has purchased
an enterprise site license.

     Details  regarding our use of these policies and the related  estimates are
described in the accompanying  financial statements as of June 30, 2005, and for
the years ended June 30, 2005 and. June 20, 2004. During the year ended June 30,
2005,  there have been no material changes to our critical  accounting  policies
that impacted our consolidated financial condition or results of operations.

ITEM 7.  FINANCIAL STATEMENTS

                                                                              19
<PAGE>







                               3Si HOLDINGS, INC.
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS






                                    CONTENTS


Report of Independent Registered Public Accounting Firm                      F-2

Consolidated Financial Statements:

         Consolidated Balance Sheet                                   F-3 to F-4

         Consolidated Statements of Operations                               F-5

         Consolidated Statements of Cash Flows                        F-6 to F-7

         Consolidated Statements of Stockholders' (Deficit)                  F-8

         Notes to Consolidated Financial Statements                  F-9 to F-20















                                       F-1

                                                                              20
<PAGE>




             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


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

We have audited the  accompanying  consolidated  balance  sheet of 3Si Holdings,
Inc. and subsidiary as of June 30, 2005, and the related consolidated statements
of operations,  cash flows and changes in stockholders'  (deficit) for the years
ended June 30, 2005 and 2004. These  consolidated  financial  statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of  material  misstatement.  The  Company is not
required  to have,  nor were we engaged  to  perform,  an audit of its  internal
control over financial reporting.  Our audit included  consideration of internal
control over financial  reporting as a basis for designing audit procedures that
are appropriate in the  circumstances,  but not for the purpose of expressing an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting.  Accordingly,  we express  no such  opinion.  An audit also  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the financial position of 3Si Holdings,  Inc.
and  subsidiary  as of June  30,  2005,  and  the  results  of its  consolidated
operations  and its cash  flows for the years  ended  June 30,  2005 and 2004 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.  As  discussed  in  Note A to the
financial statements,  the Company's minimal revenues and operating losses raise
substantial  doubt  about  its  ability  to  continue  as a going  concern.  The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.


                                                 s/Gordon Hughes & Banks, LLP
                                                 Gordon, Hughes & Banks, LLP

September 13, 2005
Greenwood Village, Colorado

                                       F-2

                                                                              21


<PAGE>


                        3Si Holdings, Inc. and Subsidiary
                           Consolidated Balance Sheet
                                  June 30, 2005


                                     ASSETS

CURRENT ASSETS:

         Cash and cash equivalents                                    $   2,568
         Accounts receivable                                             13,500
         Prepaid expenses and other current assets                          483
                                                                      ---------

                  Total current assets                                   16,551
                                                                      ---------

PROPERTY AND EQUIPMENT, AT COST:

         Computer systems and software                                $ 235,348
         Furniture and fixtures                                          12,683
         Vehicle                                                         20,397
                                                                      ---------
                                                                        268,428
         Less: accumulated depreciation                                (191,276)
                                                                      ---------

                  Property and Equipment, net                            77,152
                                                                      ---------

                           Total assets                               $  93,703
                                                                      =========


        The accompanying notes are an integral part of these statements.



                                       F-3
                                                                              22

<PAGE>


                        3Si Holdings, Inc. and Subsidiary
                           Consolidated Balance Sheet
                                  June 30, 2005


                     LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES:

         Accounts payable and accrued expenses                          187,334
         Unearned revenue                                               130,588
         Accounts payable - related parties                             127,202
         Notes payable - stockholder                                     67,600
         Current portion of capital lease obligations               $     7,408
                                                                    -----------

                  Total current liabilities                             520,132
                                                                    -----------

NON-CURRENT LIABILITIES:

         Notes payable - stockholder                                    345,000
                                                                    -----------

COMMITMENTS AND CONTINGENCIES
(NOTES A AND F):                                                             --

STOCKHOLDERS' (DEFICIT):

         Common stock - authorized 50,000,000 shares of
         $.01 par value; 39,325,943 shares issued and
         outstanding                                                    393,358
         Additional paid-in capital                                   5,617,420
         Accumulated (deficit)                                       (6,744,024)
         Treasury stock at cost - 215,000 shares                        (38,184)
                                                                    -----------

                  Total stockholders' (deficit)                        (771,430)
                                                                    -----------

                  Total liabilities and stockholders' (deficit)     $    93,703
                                                                    ===========


        The accompanying notes are an integral part of these statements.


                                       F-4
                                                                              23

<PAGE>


                        3Si Holdings, Inc. and Subsidiary
                      Consolidated Statements of Operations
                       Years Ended June 30, 2005 and 2004

                                                        2005           2004
                                                    ------------   ------------

Revenues                                            $    320,520   $  1,099,944

Costs of revenues                                        324,521        326,484
                                                    ------------   ------------

                  Gross profit (loss)                     (4,001)       773,460

Selling and administrative expenses                      676,168        808,688
                                                    ------------   ------------

                  (Loss) from operations                (680,169)       (35,228)
                                                    ------------   ------------
Other income (expense)
         Interest expense                                (26,167)       (26,658)
         Loss on purchase of minority interest in
                  subsidiary                                  --        (13,112)
         Other income, net                                    --          5,489
                                                    ------------   ------------
                  Total other income (expense)           (26,167)       (34,281)
                                                    ------------   ------------

                  (Loss) before income taxes            (706,336)       (69,509)

Income tax expense                                            --             --
                                                    ------------   ------------

                  Net (loss)                        $   (706,336)  $    (69,509)
                                                    ============   ============

Basic and diluted net (loss) per
         common share                               $     (0.018)  $     (0.002)
                                                    ============   ============
Weighted average common shares,
         basic and diluted                            36,597,176     36,175,476
                                                    ============   ============


        The accompanying notes are an integral part of these statements.



                                       F-5

                                                                              24

<PAGE>

<TABLE>
                        3Si Holdings, Inc. and Subsidiary
                      Consolidated Statements of Cash Flows
                       Years Ended June 30, 2005 and 2004

<CAPTION>
                                                                           2005         2004
                                                                        ---------    ---------
<S>                                                                     <C>          <C>
Cash flows from operating activities:
         Net (loss)                                                     $(706,336)   $ (69,509)
         Adjustments to reconcile net (loss) to net cash (used
         for) provided by operating activities:
                  Depreciation                                             39,551       42,151
                  Loss attributable to purchase of minority interest           --       13,112
                  Changes in operating assets and liabilities:
                           Decrease (increase) in accounts receivable      38,063      (49,448)
                           Decrease (increase) in prepaid expenses
                                    and other current assets               10,852       19,783
                           (Decrease) increase in accounts payable
                                    and accrued expenses                  164,259      (55,860)
                           (Decrease) increase in accounts payable-
                                    related parties                       127,203           --
                           (Decrease) increase in unearned revenue         30,614     (123,864)
                                                                        ---------    ---------

         Net cash (used for) provided by operating activities            (295,794)    (223,635)
                                                                        ---------    ---------

Cash flows from investing activities:
         Purchase of property and equipment                                    --      (36,651)
                                                                        ---------    ---------

         Net cash (used for) investing activities                              --      (36,651)
                                                                        ---------    ---------

Cash flows from financing activities:
         Repayments on capital lease obligations                          (28,102)     (24,879)
         Borrowings - stockholders                                         67,600      495,412
         Repayments - stockholders                                             --     (100,000)
         Repayments on bank financing                                          --     (541,845)
                                                                        ---------    ---------

         Net cash (used in) provided by financing activities               39,498     (171,312)
                                                                        ---------    ---------

                  Net increase (decrease) in cash
                           and cash equivalents                          (256,296)    (431,598)

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

Cash and cash equivalents at end of year                                $   2,568    $ 258,864
                                                                        =========    =========
</TABLE>


                                       F-6

                                                                              25
<PAGE>

Summary of non-cash investing and financing activities:

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

$150,000  or a portion of a  currently  outstanding  note to a  stockholder  was
extinguished  in exchange for a cashless  exercise of 3,000,000 stock options at
$0.05 per share or $150,000.

Supplemental cash flow disclosures:

                                                               2005       2004
                                                            ---------   -------

Interest paid                                               $   7,651   $26,658
                                                            =========   =======

Income tax paid                                             $      --   $    --
                                                            =========   =======

        The accompanying notes are an integral part of these statements.
















                                       F-7

                                                                              26

<PAGE>

<TABLE>
                        3Si Holdings, Inc. and Subsidiary
          Consolidated Statements of Changes in Stockholders' (Deficit)
                       Years Ended June 30, 2004 and 2005

<CAPTION>
                                                Common Stock
                                         -------------------------
                                                                      Additional                                    Total
                                               #                       paid-in     Accumulated     Treasury     stockholders'
                                            Shares        Amount       capital      (deficit)        stock        (deficit)
                                         -----------   -----------   -----------   -----------    -----------    -----------

<S>                                       <C>          <C>           <C>           <C>            <C>            <C>
Balances, July 1, 2003                    35,670,337   $   356,703   $ 5,490,963   $(5,968,179)   $   (38,184)   $  (158,697)

Shares issued to purchase minority
     interest in KEWi.net,Inc
     subsidiary                              655,606         6,655         6,457            --             --         13,112
Net (loss) for the year ended June 30,
     2004                                         --            --            --       (69,509)            --        (69,509)
                                         -----------   -----------   -----------   -----------    -----------    -----------

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

Shares issued upon exercise of stock
     options                               3,000,000        30,000       120,000            --             --        150,000
Net (loss) for the year ended June 30,
     2005                                         --            --            --      (706,336)            --       (706,336)
                                         -----------   -----------   -----------   -----------    -----------    -----------

Balances, June 30, 2005                   39,325,943   $   393,358   $ 5,617,420   $(6,744,024)   $   (38,184)   $  (771,430)
                                         ===========   ===========   ===========   ===========    ===========    ===========

</TABLE>

        The accompanying notes are an integral part of these statements.
















                                       F-8

                                                                              27
<PAGE>


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

Note A - Organization and Business

3Si Holdings, Inc. and Corporate Structure

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

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

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

The Company focuses its efforts on the marketing, sales, and integration of KEWI
products  including its iKEW product  line.  The  Company's  principal  services
provided during the years ended June 30, 2005 and 2004 were web site development
using the iKEW products,  and the licensing of the iKEW Internet-based  customer
support system. The Company's  principal markets are large corporations  located
in Colorado.

The corporate offices are located in Centennial, Colorado.

Going Concern Contingency

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern.  The Company has incurred  significant
recurring  operating  losses  and as of June  30,  2005  had a  working  capital
(deficit) of ($503,581) and a stockholders' (deficit) of ($771,430). 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.




                                       F-9

                                                                              28
<PAGE>


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

Other than capitalized lease obligations, the Company has no debt outstanding to
financial  institutions  as of  June  30,  2005.  Significant  portions  of  the
Company's  current  obligations  were  incurred to develop its current  software
products.  However,  management anticipates the software in its current state is
technologically  viable in the near term,  with the need for  updates  requiring
only minimal investment. Management also believes the Company's market share has
increased  recently,  and  is  currently  negotiating  several  long-term  sales
contracts with prospective new customers.

Additionally,  subsequent  to June 30,  2005,  and as of August  23,  2005,  the
Company  entered  into a  Letter  of  Intent  for a  business  combination  with
Entellectual Solutions Properties Group, Inc. ("eSPG"), based in Tampa, Florida.
The business combination with eSPG, as contemplated, would provide a significant
infusion of capital  into the Company  and  provide it with the  wherewithal  to
pursue several long-term contracts. However, there can be no assurances that the
Company or eSPG will consummate the letter of intent to merge their companies or
that the capital contribution will be made as currently contemplated. See Note J
- Subsequent Events for further information.


Note B - Summary of Significant Accounting Policies

Principles of Consolidation

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

Business Segments

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

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.

                                      F-10

                                                                              29
<PAGE>

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

Cash and Cash Equivalents

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

Property and Equipment and Depreciation

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

Depreciation expense is as follows:
                                                             Depreciation
                           Year Ended                           Expense

                           6/30/2004                         $  42,151
                           6/30/2005                            39,551

Revenue Recognition

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

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

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


                                      F-11

                                                                              30
<PAGE>

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

Advertising Costs

Advertising costs are charged to operations as incurred. Advertising expenses of
$0 and  $20,923  were  incurred  for the years  ended June 30, 2005 and June 30,
2004, respectively.

Earnings (Loss) Per Share

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

Since the  Company had net  (losses)  for the years ended June 30, 2005 and June
30, 2004,  per share amounts were  computed only on the basis of 36,597,176  and
36,175,476 weighted average number of common shares  outstanding,  respectively.
Inclusion of common shares subject to warrants, and stock options would have had
an anti-dilutive effect.

Fair Value of Financial Instruments

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

                                                          As of June 30, 2005
                                                        -----------------------
                                                        Carryng
                                                         Amount     Fair Value
                                                        --------     ----------

        Cash and cash equivalents                       $  2,568        $2,568
        Note payable - stockholders                     (345,000)     (345,000)
        Capital lease obligations                         (7,408)       (7,408)

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

Software Development Costs

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

                                      F-12

                                                                              31
<PAGE>


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

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, 2005 and June 30, 2004 would have been increased to the
pro forma amounts indicated below.

                                                   For the Year Ended June 30,
                                                   ---------------------------
                                                      2005            2004
                                                      ----            ----

     Net (loss):                  As reported      $(703,336)      $(69,509)
                                  Pro forma        $(721,289)      $(76,895)

     Net (loss) per share:        As reported      $  (0.018)      $ (0.002)
                                  Pro forma        $  (0.018)      $ (0.002)

The fair value of the common  stock  options  granted  during  2005 and 2004 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,
                                                   ---------------------------
                                                      2005            2004
                                                      ----            ----

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





                                      F-13

                                                                              32
<PAGE>


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

Effect of Recent Accounting Pronouncements

In November 2004, the FASB issued SFAS No. 151,  Inventory  Costs - an amendment
of ARB No. 43,  Chapter  4, which is the result of the FASB's  project to reduce
differences between U.S. and international  accounting  standards.  SFAS No. 151
requires idle facility costs,  abnormal freight,  handling costs, and amounts of
wasted  materials  (spoilage)  be treated as  current-period  costs.  Under this
concept, if the costs associated with the actual level of spoilage or production
defects are greater than the costs  associated with the range of normal spoilage
or defects,  the  difference  would be charged to  current-period  expense,  not
included in inventory costs.  SFAS No. 151 will be effective for inventory costs
incurred  during  fiscal  years  beginning  after June 15, 2005 and will have no
effect on the Company's operations.

In December  2004, the FASB issued SFAS No. 123(R),  Share-Based  Payment.  SFAS
123(R)  establishes  standards for the accounting for  transactions  in which an
entity  exchanges its equity  instruments for goods or services.  This Statement
focuses  primarily on accounting  for  transactions  in which an entity  obtains
employee services in share-based payment transactions. SFAS 123(R) requires that
the fair  value of such  equity  instruments  be  recognized  as  expense in the
historical financial statements as services are performed. Prior to SFAS 123(R),
only certain  pro-forma  disclosures  of fair value were  required.  SFAS 123(R)
shall be effective  for the Company as of the  beginning of the first interim or
annual  reporting  period that begins after December 15, 2005 and is expected to
have a material effect on the Company's reporting of stock-based compensation.

In December 2004, the FASB issued SFAS No. 153, Exchanges of Nonmonetary Assets,
an amendment of APB No. 29,  Accounting for Nonmonetary  Transactions.  SFAS No.
153 requires  exchanges of productive  assets to be accounted for at fair value,
rather than at carryover  basis,  unless (1) neither the asset  received nor the
asset surrendered has a fair value that is determinable within reasonable limits
or (2) the  transactions  lack commercial  substance.  SFAS 153 is effective for
nonmonetary asset exchanges occurring in fiscal periods beginning after June 15,
2005 and will have no effect on the Company's operations.

In June  2005,  the FASB  issued  SFAS No.  154,  Accounting  Changes  and Error
Corrections  which replaces  Accounting  Principles Board ("APB") Opinion 20 and
FASB Statement 3. Statement 154 changes the  requirements for the accounting and
reporting of a change in accounting  principle.  Opinion 20 previously  required
that most voluntary changes in accounting  principles be recognized by including
the  cumulative  effect of the new  accounting  principle  in net  income of the
period of  change.  Statement  154 now  requires  retrospective  application  of
changes in accounting principle to prior period

                                      F-14
                                                                              33
<PAGE>

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

financial  statements,   unless  it  is  impractical  to  determine  either  the
period-specific effects or the cumulative effect of the change. The Statement is
effective for fiscal years  beginning  after  December 15, 2005 and will have no
effect on the Company's operations.

Management  does not expect the  adoption of these rules and  pronouncements  to
have a material impact on the Company's financial statements.


Note C - Major Customers and Concentrations of Credit Risk

Approximately  94% of the  Company's  revenues for the years ended June 30, 2005
and June 30, 2004 were  derived  from two  significant  customers  in each year,
including one customer that  accounted  for 72% and 73%,  respectively,  another
customer that accounted for 0% and 21%, respectively and one other customer that
accounted for 22% and 0%,  respectively of the Company's  revenues.  The Company
had an account  receivable  balance of $12,000 from one of these three customers
at June 30, 2005.  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.


Note D - Notes Payable to Shareholder

Previous  to 2005,  the former  President  and CEO who is still a  Director  and
principal  stockholder had loaned $495,412 to the Company.  As of June 30, 2005,
the Company renegotiated that debt with the following terms and conditions:

$345,000 of the debt was  converted  to a Note from the Company  with  quarterly
interest only payments at an eight percent (8%) simple annualized  interest rate
equaling  $6,900 per  payment  over a period not to exceed  seven years from the
first  payment.  The last payment shall be in the  principal  amount of $345,000
plus the last interest  amount of $6,900.  The $345,000 debt has been classified
as long term in the accompanying balance sheet.


                                      F-15

                                                                              34
<PAGE>

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

$150,000  or a portion of a  currently  outstanding  note to a  stockholder  was
extinguished  in exchange for a cashless  exercise of 3,000,000 stock options at
$0.05 per share or $150,000.

Interest was paid on the debt owed to the former  President and CEO of $4,968 in
2005 and $19,683 in 2004. The debt had previously  been classified as short term
in the accompanying balance sheet.


Note E - Capital Lease Obligations

The Company has capitalized the cost of computer  systems and software  totaling
$103,612 that was acquired under the provisions of long-term  capital leases. As
of June 30, 2005, all capital lease obligations are classified as current in the
accompanying balance sheet.


Note F - Commitment

Operating Lease

The Company leases office space under a month to month operating  lease.  Office
space and other rent  expense for the years  ended June 30,  2005 and 2004,  was
$31,928 and $29,276, respectively.


Note G - Stockholders' Equity (Deficit)

Stock Option Plan

On June 18, 1998, the stockholders approved the Company's 1998 Stock Option Plan
(the "1998  Plan").  Under the terms of the 1998  Plan,  the  Company  may grant
options for  employees  and  directors of the Company to acquire up to 5,000,000
shares of common  stock.  On March 9, 2005 the Board of Directors and a majority
of the  stockholders  approved  an  action  to  increase  the  number  of shares
authorized in the plan to 10,000,000.

The options vest over a period of three years.


                                      F-16

                                                                              35
<PAGE>

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

                                                      # Shares     Exercise
                                                    Under Option    Price*
                                                    ------------  --------
End of period, June 30, 2003                         4,444,000    $   0.07

Granted                                                250,000        0.05
Forfeited                                           (1,097,000)      (0.13)
                                                     ---------    --------

End of period, June 30, 2004                         3,597,000        0.05

Granted                                              1,400,000        0.05
Forfeited                                                   --        (  -)
Exercised                                            3,000,000        0.05
                                                     ---------    --------

End of Period, June 30, 2005                         1,997,000    $   0.05
                                                     =========    ========
* Weighted average

Exercise prices of all stock options  outstanding as of June 30, 2005 range from
$0.05 to $0.10 per share.

Following is a summary of the status of options outstanding at June 30, 2005:

             Outstanding Options                 Exercisable Options
       -----------------------------     --------------------------------
                                              Term
         Number       Exercise Price       Expiration             Number
       ---------      --------------     --------------          -------
       1,400,000          $ 0.05         January 2015            350,000
         250,000            0.05         December 2013           125,000
           5,000            0.05         November 2012             3,750
         340,000            0.05         October 2011            340,000
           2,000            0.10         September 2008            2,000
       ---------                                                 -------
       1,997,000                                                 820,750
       =========                                                 =======

No  compensation  cost was charged to  operations  for either of the years ended
June 30,  2005 and 2004.  See Note B for the  pro-forma  disclosure  effects  of
adopting SFAS No. 123.

                                      F-17

                                                                              36
<PAGE>

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

Warrants

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

Note H - Income Taxes

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

Prior to the year ended June 30, 2004,  KEWi was  excluded  from the filing of a
consolidated  income tax return.  Net operating loss carry forwards as available
at June 30, 2005, expires as follows:

         YEAR                                  TSIH             KEWi
         ----                               ---------         --------

         2019                             $   616,000   $            -
         2020                                 196,000          413,000
         2021                                  99,000                -
         2022                                 135,000                -
         2023                                 115,000                -
         2024                                 137,000                -
                                         ------------   --------------
                                           $1,199,000         $512,000

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

                                                           2005
                                                         --------
Non-current:
    Tax benefit of net operating loss carry forward      $667,000
    Other                                                  45,000
                                                         --------
                                                          712,000
Valuation allowance                                      (712,000)
                                                         --------

    Net non-current                                             -
                                                         --------
Net deferred tax assets                                  $      -
                                                         ========

                                      F-18

                                                                              37
<PAGE>

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

The Company may not have sufficient taxable income in future years to obtain the
benefits  of the net  operating  loss  carry  forward  and  reversal  of  timing
differences.  A valuation allowance of $712,000 is provided at June 30, 2005 for
the benefits, which the Company may not be able to use.

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

                                                         2005           2004
                                                      ---------      ---------

Income taxes (benefit) expense at statutory rates     $ (32,000)     $ (26,000)
Permanent tax differences
         Other                                            5,600          5,600
State taxes and other                                    (7,000)       (26,000)
Valuation allowance                                     (33,400)       (46,400)
                                                      ----------     ----------
         Income tax expense                           $        -     $        -
                                                      ==========     ==========


Note I - Related Party Transaction

As further  discussed  in Note D, a note  payable in the amount of  $345,000  is
outstanding  to a former  President and former CEO of the Company who is still a
Director and principal stockholder of the Company.

Interest  paid on the note was $4,968 and  $19,683  for the years ended June 30,
2005 and 2004, respectively.

Cash advances and accrual of salaries and expenses  which are listed as accounts
payable to related parties were made to the Company from an individual who is an
officer,  director  and  principal  stockholder  of the  Company  and two  other
directors  and  principal  stockholders  of the Company.  Subsequent to June 30,
2005,  the advances and accruals from the  stockholders  were converted to notes
payable.

The former  CTO/CFO of the Company had  extended  the Company  access to his own
personal  $50,000 line of credit on the same terms and  conditions.  Interest is
payable  monthly and  accrues at an interest  rate equal to 9.25% as of June 30,
2005. The amount outstanding at June 30, 2005 was $43,252.


                                      F-19

                                                                              38
<PAGE>

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

Note J - Subsequent Events

Subsequent to June 30, 2005, and as of August 23, 2005, the Company entered into
a Letter  of Intent  for a  business  combination  with  Entellectual  Solutions
Properties Group, Inc. ("eSPG") based in Tampa,  Florida. The assumed format for
the business combination would be a "C" statutory  reorganization.  The terms of
the agreement  include (i) eSPG  advancing  $170,000 to 3Si for use prior to the
closing;  and (ii)  eSPG  will  close on its  commitment  from an  investor  for
contribution to eSPG of publicly traded  securities with a market value not less
than $400,000. Upon closing, eSPG will receive a block of 3Si stock equal to the
fully  diluted  number  of  shares of 3Si.  There  are no  assurances  that this
transaction will close.

Subsequent to June 30, 2005, a stockholder  and Director  resigned his positions
of Chief Technical Officer, Chief Financial Officer and Director.

Subsequent to June 30, 2005,  and  effective  June 1, 2006,  the Company  leased
additional space to replace its location in Colorado Springs,  Colorado. The new
space,  located at Suite 100, 19 N. Tejon  Street,  Colorado  Springs,  Colorado
80903,  consists of 1,955  square  feet of general  office  space,  and has been
leased  for a  36-month  term at an  initial  rent of $2,000  per month  through
February 28, 2007,  then  inreasing to $2,450 per month  through April 30, 2007,
$2,524 per month through April 30, 2008, and $2,599 through April 30, 2009.


















                                      F-20

                                                                              39


<PAGE>


ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE.

     None

ITEM 8A.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

     Disclosure  controls and procedures are designed to ensure that information
required to be  disclosed in the reports  filed or submitted  under the Exchange
Act of 1934 is recorded,  processed,  summarized  and reported,  within the time
periods  specified  in the  rules  and  forms  of the  Securities  and  Exchange
Commission.  Disclosure  controls and procedures  include,  without  limitation,
controls  and  procedures  designed  to ensure that  information  required to be
disclosed  in the reports  filed under the  Securities  Exchange  Act of 1934 is
accumulated  and  communicated  to  management,  including  our Chief  Executive
Officer,   as  appropriate,   to  allow  timely  decisions   regarding  required
disclosure.

     Within the 90 days prior to the filing date of this Report,  we carried out
an evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures  pursuant to Exchange Act Rule 13a-14.  This  evaluation
was done  under the  supervision  and with the  participation  of our  Principal
Executive Officer. Based upon that evaluation,  he concluded that our disclosure
controls and  procedures  are effective in gathering,  analyzing and  disclosing
information needed to satisfy our disclosure obligations under the Exchange Act.

Changes in Internal Controls

     There were no  significant  changes in our  internal  controls  or in other
factors that could  significantly  affect those  controls  since the most recent
evaluation of such controls.


                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT.

     The following table sets forth information regarding our executive officers
and directors as well as other key employees as of the date of this Report:

                                                                              40
<PAGE>

           Name            Age                   Position
           ----            ---                   --------
     Frederick J. Slack     51   Chief Executive Officer, President and Director
     Felipe L. Valdez       53   Secretary/Treasurer and Director
     Jerome K. Thorson      58   Director
     Karen M. Harned        43   Vice President Sales & Marketing
     Lyndell D. Gibson      54   Chief Technology Officer
     Amadeus Foudray        31   Chief Engineer

     Until his  resignation  in February 2005, Mr. Thorson held the positions of
our Chief Executive Officer and President. He has maintained his position as one
of our directors.

     Our articles of incorporation and bylaws provide that the number of members
of our board of directors  shall be not less than one (1) and not more than nine
(9) members. Our current number of directors is three (3). Directors are elected
by the  shareholders at the annual meeting and serve until their  successors are
duly elected and  qualified.  Directors  are elected for a term of one (1) year.
All of our officers serve at the discretion of our board of directors.

     The following is a biographical  summary of the business  experience of our
directors and executive officers:

     Frederick J. Slack was appointed as our Chief Executive Officer,  President
and Chief  Financial  Officer in January  2005. He has been one of our directors
since 1993.  From June 1999 through  January  2005,  he was our  Executive  Vice
President and a director.  Prior,  from 1993 through June 1999, he served as our
President  and CEO.  Mr.  Slack  received a Bachelor of Science  degree from the
University  of Northern  Colorado in 1977. He devotes  substantially  all of his
time to our business.

     Felipe L. Valdez was  appointed as our Chairman of the Board and  Secretary
in June 1999.  From August 1993 to June 1999,  he served as our Chief  Operating
Officer.  Mr. Valdez obtained a Masters degree in Business  Administration  from
the  University of Phoenix in 1992 and a Bachelor of Science  degree in Business
Administration   from  the   University  of  Albuquerque  in  1972.  He  devotes
substantially all of his time to our business.

     Jerome K. Thorson has been a director of our Company since May 2001. Prior,
from May 2001 through  January 2005,  he was our  President and Chief  Executive
Officer.  Since February 2005, Mr. Thorson has also been a Managing  Director of
Ebbtikar,  S.A., a subsidiary of Alfaisaliah Group. This organization is engaged
in IT services  throughout  the Kingdom of Saudia  Arabia.  He has worked in the
information  technology  industry for more than 30 years.

                                                                              41
<PAGE>

From 1999 to December 2000, he served as president and chief  operating  officer
of  (i)Structure  Inc.,  subsidiary  of Level III  Communications,  a technology
company  located in  Broomfield,  Colorado.  For the period of 1971 to 1999, Mr.
Thorson was employed by Electronic Data Systems  Corporation,  located in Plano,
Texas,  his last position  being that of a business unit  president.  He devotes
only such time as necessary to our business activities.

     Lyndell D. Gibson  assumed his  position  with our Company in August  2005.
Prior,  from April 2005 through August 2005, he was an  independent  consultant.
From 1996 through March 2005,  Mr.  Gibson was a Manager and Senior  Manager for
MCI Worldcom,  Colorado  Springs,  Colorado.  Mr. Gibson  received a Bachelor of
Science degree from the University of Missouri in 1973. He devotes substantially
all of his time to our business.

     Karen Harned, our Vice President of Sales, joined our Company July 1, 2001.
Prior, from January 2000 through July 2001, Ms. Harned was a Sales Executive for
(i)Structure,  Louisville,  Colorado  where she reported to Mr. Thorson then the
President of  iStructure.  From 1997 through  January  2000,  she was a regional
manager,  client  services,  for Iron  Mountain,  Denver,  Colorado,  a  records
management  company.  Ms. Harned  obtained a Bachelor of Science degree from the
University of Maryland in 1986. She devotes substantially all of her time to our
business.

     Amadeus  Foudray  became our Chief  Engineer and lead developer of our iKEW
products in March  2001.  Prior,  from April 1999  through  March  2001,  he was
employed by MCI Worldcom,  Colorado Springs,  Colorado, where he was responsible
for team lead positions for systems  analysis  group and systems  administration
groups.  He  received  a Bachelor  of  Science  degree  from the  University  of
Wisconsin-Madison  College of Engineering in 1998. He devotes  substantially all
of his time to our business.

Meetings of the Board of Directors and Committees of the Board of Directors

     Our operations are managed under the supervision of our Board of Directors,
which has the ultimate  responsibility  for the establishment and implementation
of our general operating philosophy, objectives, goals and policies.

     During fiscal 2005, pursuant to the laws of the State of Wyoming, our Board
of Directors held five meetings.  In fiscal 2005, none of our directors received
any fee for attending Board meetings and received no expense reimbursement.

     During  fiscal  2005,  Audit  Committee  members  were  James  G.  Harding,
Frederick J. Slack,  and F. Larry Valdez.  Compensation  Committee  members were
James G. Harding, Frederick J. Slack and Jerome K. Thorson.

                                                                              42

<PAGE>

ITEM 9B.  COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

     Section 16(a) of the Securities Exchange Act of 1934 requires our officers,
directors and person who own more than 10% of the Company's Common Stock to file
reports of ownership and changes in ownership  with the  Securities and Exchange
Commission.  All of the  aforesaid  persons are  required by SEC  regulation  to
furnish the Company with copies of all Section 16(a) forms they file. No changes
in the  holdings  of any  officer,  director  or other  person  took  place  and
therefore, no other reports were required to be filed.

ITEM 10.  EXECUTIVE COMPENSATION.

Remuneration

     The following table reflects all forms of  compensation  for services to us
for the fiscal years ended June 30, 2005,  2004 and 2003, of our Chief Executive
Officer  and those  other  members  of our  management  who  received  aggregate
compensation of $100,000 or more.

<TABLE>
                           SUMMARY COMPENSATION TABLE

<CAPTION>
                                                           Long Term Compensation
                                                     ---------------------------------

                             Annual Compensation             Awards            Payouts
                         --------------------------  ------------------------  -------
                                            Other                                         All
                                            Annual   Restricted                          Other
Name and                                    Compen-     Stock     Underlying    LTIP    Compen-
Principal                Salary     Bonus   sation     Award(s)  Options/SARs  Payouts  sation
Position          Year     ($)       ($)      ($)        ($)         (#)         ($)      ($)
---------------   ----   --------  -------  -------  ----------  ------------  -------  --------
<S>               <C>   <C>        <C>      <C>      <C>         <C>           <C>      <C>
Frederick J.      2005  $110,000     -0-      -0-        -0-         -0-         -0-       -0-
Slack, CEO (1)    2004  $110,000   $ 3,000    -0-        -0-         -0-         -0-       -0-
                  2003  $110,000     -0-      -0-        -0-         -0-         -0-       -0-

Frank W. Backes,  2005  $110,000     -0-      -0-        -0-         -0-         -0-       -0-
CIO (1)           2004  $114,800   $ 3,000    -0-        -0-         -0-         -0-       -0-
                  2003  $114,800      -0-     -0-        -0-         -0-         -0-       -0-

Jerome K.         2005     -0-       -0-      -0-        -0-         -0-         -0-       -0-
Thorson,          2004  $100,000   $ 2,500    -0-        -0-         -0-         -0-       -0-
President         2003  $100,000     -0-      -0-        -0-         -0-         -0-       -0-

<FN>
(1)  Mr. Slack held the position of Executive Vice President until January 2005,
     when he was appointed as our CEO/CFO and President upon the  resignation of
     Mr. Thorson as CEO.

(2)  Mr. Backes resigned his position as our Executive Vice President and CTO in
     August 2005.
</FN>
</TABLE>

                                                                              43
<PAGE>

     We maintain a policy  whereby our directors may be  compensated  for out of
pocket  expenses  incurred by each of them in the  performance of their relevant
duties.

     We  currently  do  not  have  any  employment  agreements  with  any of our
executive officers.

Stock Option Plan

     In June 1998,  our Board of  Directors  and  shareholders  adopted our 1998
Stock  Option Plan,  reserving  an  aggregate of 5,000,000  shares of our Common
Stock for issuance thereunder.  On March 9, 2005, our Board of Directors and the
holders of a majority of our issued and  outstanding  Common  Stock  approved an
increase of the number of shares authorized under the plan to 10,000,000 shares.
The options vest over a period of three years.

     At June 30, 2005,  there were 1,997,000  shares of our Common Stock subject
to options under the Plan.  Exercise prices of all stock options  outstanding as
of June 30, 2005, range from $0.05 to $0.10 per share.

     Following  is a summary of the status of  options  outstanding  at June 30,
2005:

             OUTSTANDING OPTIONS                EXERCISABLE OPTIONS
       ------------------------------     -------------------------------
         Number        Exercise Price     Term Expiration          Number
         ------        --------------     ---------------          ------

       1,400,000           $0.05          January 2015            350,000
         250,000           $0.05          December 2013           125,000
           5,000           $0.05          November 2012             3,750
         340,000           $0.05          October 2011            340,000
           2,000           $ .10          September 2008            2,000
       ---------                                                  -------
       1,997,000                                                  820,750
       =========                                                  =======

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

(a) and (b). Security Ownership of Certain Beneficial Owners and Management.

     The table below lists the beneficial  ownership of our voting securities by
each  person  known by us to be the  beneficial  owner  of more  than 5% of such
securities,  as  well  as by all our  directors  and  officers.  The  amount  of
Beneficial  Ownership figures include  outstanding options to purchase shares of
our Common  Stock that may be  exercised  over the next 12 months in  accordance
with the rules and regulations of the Securities and Exchange Commission. Unless
otherwise indicated,  the shareholders listed possess sole voting and investment
power with respect to the shares shown.

                                                                              44
<PAGE>


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

Common Stock    Frederick J. Slack(1)              8,027,444             20.4%
                6886 S. Yosemite St.
                Centennial, CO 80112

Common Stock    Felipe L. Valdez(1)                8,250,545             21.0%
                6886 S. Yosemite St.
                Centennial, CO 80112

Common Stock    Frank W. Backes(1)                 8,477,777             21.6%
                6886 S. Yosemite St.
                Centennial, CO 80112

Common Stock    Jerome K. Thorson (1)              3,400,000 (2)          8.6%
                6886 S. Yosemite St.
                Centennial, CO 80112

Common Stock    All Officers and Directors        28,155,766             71.6%
                as a Group (4 persons)
--------------------------

(1) Officer and/or director as of the date of this Report.
(2) Includes 400,000 shares in the name of Mr. Thorson's children.

     The balance of our outstanding common shares are held by 1,627 persons.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     From February 2003 through April 2005, our former President and CEO (who is
still a director  and  principal  stockholder)  loaned us the  principal  sum of
$495,412.  He resigned his positions as our CEO and President in February  2005.
At that time we renegotiated that debt pursuant to the following terms: $345,000
of the debt was  converted to a seven-year  note payable from us which  provides
for quarterly  interest only payments,  with interest  accruing at eight percent
(8%) per year ($6,900 per payment),  with a balloon payment of $345,000 plus the
last interest payment of $6,900 due at the end of the note period.  The $345,000
debt has been  classified as long term on our  accompanying  balance sheet.  The
debt had previously  been  classified as short term.  Interest paid on this debt
was $4,968 in 2005 and $19,683 in 2004.  The balance of $150,000 was utilized to
exercise an outstanding  option to purchase 3,000,000 shares of our Common Stock
at a conversion price of $.05 per share.

                                                                              45
<PAGE>

     Cash  advances  and accrual of salaries  and  expenses  which are listed as
accounts  payable to related  parties were made to us from an individual  who is
one of our officers, a director and a principal stockholder and two of our other
directors and principal stockholders.  Subsequent to June 30, 2005, the advances
and accruals from the stockholders were converted to notes payable.

     We have established a line of credit with Wells Fargo Bank that was granted
based upon our former CTO/CFO's personal guarantee.  This $45,000 line of credit
accrues  at an  interest  rate  equal to 9.25% as of June 30,  2005.  The amount
outstanding as of June 30, 2005 was $43,252.


                                     PART IV

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits. The following exhibits are attached to this Report

Exhibit No.       Description
-----------       -----------

    10.1          Business Lease Agreement - 19 N. Tejon Street, Colorado
                  Springs, Colorado

    31            Certification of our Chief Executive Officer/Chief Financial
                  Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
                  2002.

    32            Certification of our Chief Executive Officer/Chief Financial
                  Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
                  2002.

     Following  are a list  of  exhibits  that  we  previously  filed  with  the
Securities and Exchange Commission:

Exhibit No.       Description
-----------       -----------

   3.1            Articles of Incorporation

   3.2            Bylaws

   4.1            Form of Specimen Common Stock Certificate

  21.1            List of Subsidiaries

                                                                              46
<PAGE>

b) Reports on Form 8-K

     We did not file any reports on Form 8-K during the three-month period ended
June 30, 2005, or subsequent thereto.

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

     Our board of directors reviews and approves audit and permissible non-audit
services performed by our independent  accountants,  as well as the fees charged
for such services.  In our review of non-audit  service fees and our appointment
of Gordon, Hughes & Banks, LLP ("GHB"), our current independent accountants, our
board  of  directors  considered  whether  the  provision  of such  services  is
compatible with maintaining independence.  All of the services provided and fees
charged by GHB in fiscal  years ended June 30, 2005 and 2004,  were  approved by
our board of directors.

Audit Fees

     The aggregate fees billed by GHB for professional services for the audit of
our annual  financial  statements  and the reviews of the  financial  statements
included in our quarterly reports on Form 10-QSB for our fiscal years ended June
30, 2005 and 2004, were $25,281 and $20,125, respectively, net of expenses.

Audit-Related Fees

     There were no other fees billed by GHB during the last two fiscal years for
assurance and related  services that were reasonably  related to the performance
of the audit or review of our financial statements and not reported under "Audit
Fees" above.

Tax Fees

     The aggregate fees billed during the last two fiscal years for professional
services  rendered for tax  compliance  for fiscal years ended June 30, 2005 and
2004 was $5,000 and $5,530, respectively.

All Other Fees

     There were no other fees billed by GHB during the last two fiscal years for
products and services provided.

                                                                              47
<PAGE>


                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the  Securities  Exchange Act of
1934,  the  Company  caused  this  Report  to be  signed  on its  behalf  by the
undersigned, thereunto duly authorized, on June 13, 2006.

                                         3Si HOLDINGS, INC.
                                         (Registrant)

                                         s/Frederick J. Slack
                                         ---------------------------------------
                                         Frederick J. Slack,
                                         Chief Executive Officer, President

     In  accordance  with the Exchange Act, this Report has been signed below by
the  following  persons  on  behalf  of the  registrant  and  in the  capacities
indicated on June 13, 2006.


s/Fredirick J. Slack
-------------------------------------
Frederick J. Slack, Director

s/Felipe L. Valdez
-------------------------------------
Felipe L. Valdez, Director


-------------------------------------
Jerome K. Thorson, Director


                                                                              48