<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

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

                     For the fiscal year ended June 30, 2002

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

              For the transition period from _________ to _________

                Commission file number __________________________

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


                                     Wyoming
--------------------------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)


                                   83-0245581
--------------------------------------------------------------------------------
                        (IRS Employer Identification No.)

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


Issuer's telephone number: 720/493-1660


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

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

        Common stock, $0.01 par value

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

        [X]  Yes
        [ ]  No

        Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of 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. [ ]

        ISSUER'S REVENUES FOR ITS MOST RECENT FISCAL YEAR: $832,905

        The aggregate market value of the voting and non-voting common equity
held by non-affiliates of the Registrant as of September 30, 2002, computed at a
per-share value of $0.015 per share: $147,000.



                                       2


<PAGE>
        The number of shares outstanding of each of the issuer's classes of
common equity, as of September 30, 2002: 35,455,337.

        Transitional Small Business Disclosure Format (Check one):

        [ ]  Yes
        [X]  No


                                       3


<PAGE>
                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                        PAGE
<S>                                                                     <C>
PART I

Item 1  Description of Business                                           5
Item 2  Description of Property                                          13
Item 3  Legal Proceedings                                                13
Item 4  Submission of Matters to a Vote of Security Holders              13
Item 5  Controls and Procedures                                          13

PART II

Item 6  Market for Common Equity and Related Stockholder
        Matters                                                          13
Item 7  Management's Discussion and Analysis or Plan of
        Operation                                                        15
Item 8  Financial Statements                                             23
Item 9  Changes In and Disagreements With Accountants
        on Accounting and Financial Disclosure                           24

PART III

Item 10 Directors, Executive Officers Promoters and Control
        Persons; Compliance With Section 16(a) of the
        Exchange Act                                                     25
Item 11 Executive Compensation                                           26
Item 12 Security Ownership of Certain Beneficial Owners
        and Management                                                   27
Item 13 Certain Relationships and Related Transactions                   28
Item 14 Exhibits and Reports on Form 8-K                                 29
</TABLE>


                                       4


<PAGE>
                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

Business Development.

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

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

        (b) iKEW Inc., a Colorado corporation, 69% owned by the Registrant,
which was formed to provide Internet-based content management, community portal
and support capabilities, commonly known as iSupport.

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

        Prior to June 1999, 3Si, Inc. (solution, system and service integration)
provided comprehensive computer hardware and software solutions for over 19
years to clients throughout the continent. 3Si, Inc. was originally founded in
1978 as Kimbrough Computer Sales. The Registrant was bought by its current
majority shareholders in 1993 and its efforts were focused on integration
services and product development. In May 1997, the Registrant merged with a
publicly traded company.

        In June 1998, 3Si, Inc. announced the first of an intended family of
Internet-based products designed to further integrate a client's information
technology system through the Internet. The first product, an Internet-based
customer support and knowledge management solution, is being sold under the name
iKEW, an acronym for "Internet Knowledge, Experience, and Wisdom." It currently
shares network facilities with 3Si, Inc. in Centennial, Colorado.

        In its efforts to focus on the iSupport market, the Registrant sold its
computer reseller division to PC Specialists of San Diego, California in May
1999.

Business of the Registrant.


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<PAGE>
        (a) Company Overview. Through its iKEW family of products, the
Registrant and its subsidiaries are in the unique position to enhance and expand
the way users create, manage and exchange information as they participate and
compete in the global marketplace. The Registrant's mission is to refine and
provide the technology to capture the knowledge base and experience of the user,
empower the user to deliver this information in a meaningful way through the
Internet to audiences, and do so whenever and wherever needed, in a simple,
streamlined process. The iKEW family of products is suited for any business
organization, internal or independent, that must communicate different messages
to different audiences expediently through the Internet.

        (b) Industry Background. As more and more businesses compete using the
Internet as a tool, it becomes increasingly critical to retain existing
customers. Businesses can be very selective in choosing software solutions that
are available from a growing number of companies competing for the online
customer support market.

        With over 90 million people accessing the Internet today, and estimates
of an additional 1 million new Internet users per month, clearly the Internet
provides an ideal vehicle for manufacturers and service providers. Companies and
organizations of all sizes are looking to technology to provide business-rich
applications for their customers to access 24 hours a day, 7 days a week. The
Internet has emerged as the premier method of delivery.

        Explosive growth and countless new technologies have characterized
support applications in recent years. Now, users are in search of ways to
maximize and streamline their online experience. The challenge resides in
providing a robust application that can meet the demands of many concurrent
users and can be distributed geographically around the world.

        According to Boston-based AMR Research, Inc., a highly respected
industry trend-spotting source, Internet-based support strategies "... are
becoming the hub of many companies' marketing strategies." AMR predicts that the
total Customer Relations Management ("CRM") will jump to $16.8 billion by 2003
from $2.3 billion in 1998.

        Datamonitor expects this market to grow from $150 million in 1998 to $2
billion by 2003. While new technologies may reduce the manpower costs, they
often increase technical development expenses. Exceptional customer service is
what time and again makes the difference between loyal customers and abandoned
shopping carts and businesses are in search of new and more efficient ways to
offer that customer service.


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<PAGE>
        Global dependence on the Internet has exploded in sufficient volume for
the type of applications needed to bring about a natural, logical redefinition
of business communication and distribution. Internet-based call center solutions
have reduced labor costs by about 43% as compared to an estimated labor cost
increase of 3% without Internet-based solutions.

        (1) Organizational Infrastructure Support Market. Information technology
groups comprise the organizational infrastructure support market. Internal
support issues range from supporting desktop and shared hardware, third party
software applications, corporate information systems, corporate networks and
central data center functions. Information technology departments, regardless of
size of audience or organization served, are becoming overwhelmed by the
proliferation of services and personnel required to support internal
infrastructures. Rather than having to support more hardware and/or software,
the information technology industry is seeking more efficient ways to manage the
information and data they are tasked to coordinate and distribute to a variety
of audiences (including associates, vendors and customers). They are seeking to
place as much power into the hands of the end user as possible.

        (2) Proprietary Product Support Market. The proprietary product support
market is characterized as an end-user customer support function. External
support markets include product support, installation/configuration support,
account information, and call center management.

        Gartner Group, a world leader in providing business technology research,
consumer and market intelligence, consulting, conferences and decision-making
tools, estimates that revenues from software applications, including sales
management, telesales, and customer service solutions, will grow from $900
million in 1997 to $4 billion in 2002 (an annual growth rate of 35%).
Proprietary software products provide a clear value-add to computer hardware
manufacturers, which has led to the current trend of major tier-1 manufacturers
aggressively seeking value-added partners with industry specific products and
services.

        Looking specifically at the help-desk market, IDC, a global leader in
providing technology intelligence, industry analysis, market data, and strategic
and tactical guidance to the builders, providers and users of information
technology, has estimated that this market will grow to approximately $2.5
billion in the year 2000 and $3.5 billion by the year-end 2002.


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<PAGE>
        (3) Person-to-Person Internet Support Market. Frustrated by long wait
times on phone support lines, users in increasing numbers are migrating to a
more convenient and diverse form of help: newsgroups. Person-to-person "chat"
and unregulated Internet newsgroups define this market. For almost any topic
imaginable, a user can ask questions and get information from others registered
in the newsgroup. Newsgroups are one of the most useful, information-rich parts
of the Internet. They are also the most unpredictable and can be unreliable.

        Unlike typical help desk environments where a user has interaction with
a single phone support person, a newsgroup allows interactions with many people
each with their own skill set, expertise and perspective. For that reason, some
groups are officially sponsored; others are not. Microsoft has gone as far as to
certify and compensate some independent support engineers to monitor and provide
quality support to certain newsgroup forums.

        (4) The Paging Market. More data is sent over the paging infrastructure
than by all other forms of mobile data communications combined. Today, the
paging industry is making a move that will change the way the public thinks
about paging and impact the way people communicate for years to come. The advent
of two-way paging technology will open an entirely new arena for the development
and expansion of wireless messaging. The term "paging" as it is used today will
practically become obsolete.

        Demand for word messaging is growing at twice the rate of numeric
paging. Demand for wide-area coverage is growing at twice the rate as local
coverage. Nearly 75% of United States professionals now spend more than 20% of
their time away from the office. There are more than 600 wireless messaging
companies operating in the United States, of which the top 30 companies
constitute 95% of the business.

        (c) Strategy. The iKEW family of products has been designed to provide
maximum distribution, ease of use, accessibility, immediate response time,
scalability, and a rapid development cycle. Through the integration of the iKEW
family of products and services, a complete web presence can be created and
employed in less time for less money and less manpower, and can offer more
functionality than can more traditional approaches.

        The Registrant's strategy is to continue to expand the iKEW family of
products and includes the following key points:


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<PAGE>
               (1) Leverage technical expertise in software support over the
        Internet. The Registrant has designed its products to provide immediate
        access support to Internet-based customers and to provide a self-help
        knowledge management solutions.

               (2) Expand product offering to a broader customer base. By
        partnering with companies to market the Registrant's products to
        government agencies and companies with large distribution channels, the
        Registrant intends to increase the Registrant's penetration into the
        Internet-based support market. The agreements with Qwest
        Cyber.Solutions, Mobilitylink, and SMI International are examples of
        this strategy.

               (3) Utilize network of two-way wireless messaging. The Registrant
        intends to integrate business applications with a two-way paging system.

        (d) Products and Services. Each product in the iKEW family can be sold
independently, distributed through an application service provider ("ASP")
model, or integrated with the others to provide a complete Internet business
strategy:

            -   Content Management

            -   Customer Support (iSupport)

            -   Wireless Device Management

            -   Process Management

        Comprehensive integration of these components results in a capability
labeled Portal Management for the Enterprise.

        (1) Content Management. The term "at the speed of business" has taken on
a new meaning in this world of instantaneous communication. Those with access to
knowledge in real time have a distinct competitive advantage. iKEW's content
management capability captures knowledge at the source of expertise allowing
controlled distribution and access by anyone, anywhere, and at any time. iKEW's
search capability is a unique combination of natural language, key words,
proprietary algorithms, and techniques allowing each customer to define their
own language.

        Each business uses a unique language to communicate with customers and
employees. iKEW's Content Management has the ability to incorporate the unique
language of each business to provide fast, reliable information and answers to
user


                                       9


<PAGE>
requests. iKEW thus becomes a system capable of providing information at the
speed of thought.

        (2) Customer Support. The Internet has opened the door to a new
dimension in delivering customer support. Customers today expect and demand to
have access to information, answers and support 24 hours a day, 7 days a week.
iKEW integrates capabilities directly targeted at meeting and, in many cases,
exceeding these customer expectations. Unlike other customer support products on
the market, iKEW has been designed from the ground up to be delivered over the
Internet and through wireless devices. The most inefficient use of call centers
resources is the "status call." Requests for status information on the
resolution of a previous inquiry can be as high as 15% to 20% of the total call
volume. iKEW has a call status feature allowing the customer to access status
information instantaneously from the Internet.

        (3) Wireless Paging Management. With a two-way pager and iKEW's Wireless
Paging Management, an organization can easily and conveniently manage and track
critical pager communications, interfacing business applications with a
nationwide paging network. Immediate benefits include:

            -   Maximizing support personnel productivity

            -   Confirmation that the page was received and when

            -   Sending and managing pages through a browser interface

            -   Allocation of support personnel dynamically

            -   Interaction with business applications through a pager

            -   Greater control of paging expenses

        Wireless Paging Management allows a user's business application(s) to
interact electronically with a paging network. The service includes two primary
interfaces: (a) a 3Si-developed generic application interface that allows
communication between the customer network and the 3Si service; and (b) a
site-specific interface that passes two-way paging data to the business
application. The site-specific interface may be developed by 3Si or other
systems integrators as is deemed most appropriate. Two-way paging management
allows users to increase customer satisfaction and reduce overall support costs.

        (4) Process Management. iKEW lends itself to managing processes, that by
their nature, are Internet intensive or leverage the Internet. Examples include
SAS 70 and ISO 9001 certifications and Hospital/Physician linkages, and tracking
overnight parcel delivery.


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<PAGE>
Portal Management for the Enterprise.

        Portal Management for the Enterprise comprehensively integrates all the
components in the iKEW family of support products, providing the following
capabilities: search engine, portal management, access control, content
filtering, content creation and management, press releases, news articles,
product and services information, sales tools, careers and job postings,
self-help knowledge, sales lead routing, customer support system, and
integration with business applications.

        (e) Sales and Marketing. The iKEW suite of Internet-based customer
support products is based on three fundamental philosophies:

            -   Capturing the creation of knowledge at the source

            -   Aggregating that knowledge

            -   Controlled and systematic distribution through the Internet and
                wireless devices

        (1) 3Si Application Service Provider. In this subscription-based
environment, the customer is billed monthly for access to the iKEW service. All
of the software, hardware and networking systems are maintained from the
Registrant's data center. This business model has the advantage of minimal
startup expense time and does not require any expertise from the customer.
Currently over 500 users access iKEW products and services through the ASP
business model. These users include SMI International, Evolving Systems, and
Cable Labs.

        (2) Customer Installed. iKEW software and hardware may also be
implemented directly on the customer's network. The software is licensed to
customers and an annual maintenance fee is charged for software support and
updates. The iKEW family of products can be deployed in both Intranet and
Internet environments. During fiscal year 2002, Qwest Cyber.Solutions used iKEW
technology as the infrastructure behind their new corporate web site. The United
States Air Force has selected IKEW as a problem and status tracking tool for the
support of satellites.

        (3) Rebranding and Distribution. Rebranding of iKEW products and
services will produce the most dramatic impact on gaining market share. This
distribution model is an ideal model for companies that would like to get into
the web services and


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<PAGE>
knowledge delivery market quickly and efficiently. The "Powered by iKEW"
branding will generate recurring revenue for the Registrant through royalty
licensing.

        In August 1999, the Registrant partnered with SMI International, a
Colorado Springs-based management group (formerly Space Mark Inc.), by signing a
master reseller agreement in the ordinary course of business. The agreement
gives SMI exclusive rights to market iKEW.net products to all local, state and
federal government agencies in the United States, including the State of Alaska,
as well as all government and commercial customers in Australia, and New
Zealand.

        (4) Wireless Paging Management. Wireless paging management has the
ability to generate revenue by developing customer specific business application
interface, sale of the pager devices, reselling the paging service, and service
fees for access through the iKEW data center to the wireless paging network.

        (f) Strategic Alliances. The Registrant's strategy is to continue to
expand the offering of the iKEW family of products to a broader customer base.
By partnering with application service providers and other distribution
partners, the Registrant intends to increase its penetration into the
Internet-based software market.

        The addition of setup and usage wizards, and enhancements to the core
product sets, have increased the size of the potential market for iKEW products
and services.

        (g) Competition. With the proliferation of Internet-based customer
support systems, the competition, at first glance, may look intimidating. For
the most part, these companies have done a terrific job of raising money and
creating a presence in the financial markets. However, the products are focused
primarily on a small segment of the overall requirements. Most of the
Internet-based support products require the purchase of new servers, related
software and integration services, as well as expensive consulting, in order to
deploy the system over the Internet.

        The Registrant believes there are significant opportunities for
differentiation of the iKEW products and services due to its focus on the entire
enterprise: knowledge management, process management, distribution and support
requirements. Competitors in this market are: Silknet, Ask Jeeves, Inc.,
Brightware, Motive, Stellent, Vignette and Microsoft.


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<PAGE>
        (h) Employees. During fiscal year 2002, the Registrant had eight
employees, seven of whom were in the area of sales and marketing and software
development and customer service, and one of whom was in administration.

ITEM 2. DESCRIPTION OF PROPERTY.

        From May 1999 to September 2000, the Registrant was provided a small
amount of space at its Centennial, Colorado location by the purchaser of its
systems integration business. From October 2000 to August 2001, the Registrant
had a month-to-month lease for the continued use of this space.

As of September 2001, the Registrant is leasing office space under a
non-cancelable operating lease from a new landlord. This lease expires in August
2003.

In June 2000, the Registrant acquired $27,123 of computer equipment under a
capital lease. The equipment was placed in service July 2000. The Registrant
also leases vehicles and equipment under non-cancelable operating leases. These
leases expire between June 2003 and May 2004.

ITEM 3. LEGAL PROCEEDINGS.

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

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

        None.

ITEM 5. CONTROLS AND PROCEDURES.

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


                                     PART II

ITEM 6. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

        The Registrant's Shares are traded in the Over-the-Counter Bulletin
Board (symbol "TSIH"), having commenced trading on January 2, 1987 (on September
16, 1998, the


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<PAGE>
name of the Registrant was changed from Tyrex Oil Company). The range of closing
bid prices shown below is as reported by this market. The quotations shown
reflect inter-dealer prices, without retail mark-up, markdown or commission and
may not necessarily represent actual transactions.

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


<TABLE>
<CAPTION>
                                                                 High                  Low
                                                                 ----                  ---
<S>                                                              <C>                   <C>
Quarter Ended September 30, 2001                                 0.10                  0.03
Quarter Ended December 31, 2001                                  0.10                  0.04
Quarter Ended March 31, 2002                                     0.12                  0.05
Quarter Ended June 30, 2002                                      0.09                  0.03
</TABLE>


Per Share Common Stock Prices by Quarter
For the Fiscal Year Ended June 30, 2001


<TABLE>
<CAPTION>
                                                                 High                  Low
                                                                 ----                  ---
<S>                                                              <C>                   <C>
Quarter Ended September 30, 2000                                 0.25                  0.11
Quarter Ended December 31, 2000                                  0.20                  0.08
Quarter Ended March 31, 2001                                     0.24                  0.06
Quarter Ended June 30, 2001                                      0.15                  0.06
</TABLE>


As of October 1, 2002, there were approximately 1684 shareholders of record of
the Registrant's common stock.

Dividend Information

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


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<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

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

Financial Condition at June 30, 2002

        (a) General. As of June 30, 2002, the Registrant had negative working
capital of $176,190, and had working capital used for operations of $214,166 for
the year then ended. Both of these balances are directly related to the Results
of Operations discussed below.

        Substantially all June 30, 2002, trade receivables are current. The
Registrant has approximately $37,000 of trade payables over 30 days past due as
of June 30, 2002. Substantially all of these June 30, 2002 past due balances
were paid as of September 30, 2002.

        (b) Other Sources of Working Capital. On September 13, 2002, the
Registrant borrowed $100,000 from Jerome K. Thorson, President/CEO. The loan is
in the form of a convertible debenture, due September 13, 2003, with interest
payable monthly at the prime rate. The lender has the option to convert the debt
to common stock one hundred eighty (180) days after the date of the instrument
upon terms that are agreeable to the Board of Directors of the Registrant, but
not less than the per-share price received by the Registrant for any similar
equity sale of stock by the Registrant pursuant to a private (non-public)
offering of the Registrant's stock, if any, to a third party, in an arm's length
transaction during the period from the date of the convertible debenture until
such conversion (Exhibit 7).

        (c) Credit Facilities. The Registrant has a $250,000 line of credit
agreement in place expiring October 30, 2002. As of June 30, 2002, the
Registrant had borrowed $115,000 on this line of credit.

        The loan covenants to the agreement prohibit the Registrant from
borrowing money without prior written consent of the lender. The bank has
provided its consent to the Registrant's $100,000 loan from one of its corporate
officers.

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


                                       15


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

        (e) Going Concern -- Management's Plans. The Registrant obtained a loan
from a corporate officer in September 2002 to provide temporary liquidity until
new client agreements for additional revenues are finalized. Management intends
to renew the line of credit upon the expiration of the current agreement in
October 2002.

        Several significant agreements with Fortune 100 corporations, which, if
consummated will provide additional client revenue, are in the final stages of
negotiations, with anticipated start dates in October 2002. It is anticipated
that these agreements will be multi-year, providing a solid base of business for
the future.

Results of Operations

Overview

        The Registrant's principal services provided during FY 2002 were web
site development and paging system implementation using the iKEW products, and
the licensing of the iKEW Internet-based customer support system.

        The Registrant entered into an agreement to maintain a web site and
provide data storage for Qwest Cyber.Solutions in FY 2002. The Registrant also
performed special project work for this customer. Total revenues of $80,000 for
this customer were reported in FY 2002. Other than data storage through August
2002, the Registrant has no agreements for future services to this customer.

        A few Fortune 100 corporations have signed agreements for the
integration of the Registrant's services within their operations, with
implementation plans anticipated to begin in October 2002. It is anticipated
that these agreements will be multi-year, providing for additional client
revenue and a solid base of business for the future.

The Registrant entered into an agreement with SMI International ("SMI"), the
entity that owns the 26% minority interest in iKEW Inc., to maintain and operate
the Internet-based customer support system for the U.S. Air Force Operational
Space and Support Program. Revenues of $151,000 under this agreement were
reported in FY 2002. The annual fee under this agreement is $130,000. This
agreement is anticipated to be renewed from October 2002 to September 2003.


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<PAGE>
        The Registrant also entered into an agreement to implement a paging
system for Storage Technology Corporation ("STK"). Revenues of $90,000 under
this agreement were reported in FY 2002. The Registrant has no agreements for
future services to this customer.

        Significant agreements for additional client revenue have been signed
with anticipated start dates in October 2002.

Year Ended June 30, 2002 with Comparison to Year Ended June 30, 2001.

        The Registrant reported a net loss for FY 2002 of $231,803 compared with
net earnings of $105,580 for FY 2001.

        Revenues decreased by approximately $365,000 for FY 2002 compared to FY
2001. The Registrant's revenues have been derived from four major customers. The
revenue will vary for each period based on the timing and magnitude of the major
projects undertaken for these customers.

        Cost of revenues decreased by approximately $223,000 for FY 2002
compared to FY 2001. Cost of revenue for FY 2001 included $197,000 of
subcontract costs on the QCS web site development.

        Selling and administrative expenses increased by approximately $305,000
for FY 2002 compared to FY 2001. This is primarily attributable to the following
factors:

        Increased compensation costs of $159,000. The Registrant hired a new CEO
and expanded the sales staff. Employee benefit costs have increased.

        Increased non-recurring legal fees of $155,000 primarily associated with
the SAN settlement.

        Contract renewal payments of $75,000 related to the agreement for the
May 1999, sale of the systems integration business, were received in September
2000 and have been reported as gain on disposal of the systems integration
segment for FY 2001. No future contract renewal payments are provided for in the
May 1999 agreement. In September 2002, the Registrant entered into a settlement
agreement with the May 1999 purchaser of its systems integration business that
relieved the Registrant of a $157,708 liability.


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<PAGE>
The $157,708 has been reported as gain on disposal of the systems integration
segment for FY 2002.

Risk Factors

The Registrant recognizes that with the trend toward Internet-based software
products, there is a short window of opportunity where iKEW, a developed and
available product, can capture a market demanding Internet designed solutions.
The risk of losing this advantage exists. There is no assurance that the
Registrant will be able to capture and maintain enough market share to compete
successfully in the future. The Registrant sees the following risk factors
associated with its business:

(a)     Product Development

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

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

(b)     Significant Working Capital Requirements

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

c)      Control of the Registrant by Officers and Directors

The Registrants' officers and directors beneficially own approximately 74% of
the outstanding shares of the Registrant's common stock. As a result, such
persons, acting together, have the ability to exercise significant influence
over all matters requiring shareholder approval. Accordingly, it could be
difficult for the investors hereunder to effectuate control over the affairs of
the Registrant. Therefore, it should be assumed that


                                       18


<PAGE>
the officers, directors, and principal common shareholders who control the
majority of voting rights will be able, by virtue of their stock holdings, to
control the affairs and policies of the Registrant.

(d)     Product Distribution and Market Acceptance

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

(e)     Changing Technologies

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

(f)     Acceptance and Effectiveness of Internet Electronic Commerce

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


                                       19


<PAGE>

(g)     Competition in Internet Commerce

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

(h)     Unreliability of Internet Infrastructure.

If the Internet continues to experience increased numbers of users, frequency of
use or increased bandwidth requirements, the Internet infrastructure may not be
able to support these increased demands or perform reliably. The Internet has
experienced a variety of outages and other delays as a result of damage to
portions of its infrastructure, and could face delays in the future. These
outages and delays could reduce the level of


                                       20


<PAGE>
Internet usage and traffic on the Registrant web site. In addition, the Internet
could lose its viability due to delays in the development or adoption of news
standards and protocols to handle increased level of activity. If the Internet
infrastructure is not adequately developed or maintained, use of the Registrant
web site may be reduced. Even if the Internet infrastructure is adequately
developed, and maintained, the Registrant may incur substantial expenditures in
order to adapt its services and products to changing Internet technologies. Such
additional expenses could severely harm the Registrant's financial results.

(i)     Governmental Regulation of the Internet.

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

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

(j)     Shares Eligible for Future Sale


                                       21


<PAGE>
All of the 25,642,081 shares of common stock which are currently held, directly
or indirectly, by management have been issued in reliance on the private
placement exemption under the Securities Act of 1933. Such shares will not be
available for sale in the open market without separate registration except in
reliance upon Rule 144 under the Securities Act of 1933. In general, under Rule
144 a person (or persons whose shares are aggregated) who has beneficially owned
shares acquired in a non-public transaction for at least one year, including
persons who may be deemed affiliates of the Registrant (as that term is defined
under that rule) would be entitled to sell within any three-month period a
number of shares that does not exceed the greater of 1% of the then outstanding
shares of common stock, or the average weekly reported trading volume during the
four calendar weeks preceding such sale, provided that certain current public
information is then available. If a substantial number of the shares owned by
these shareholders were sold pursuant to Rule 144 or a registered offering, the
market price of the common stock could be adversely affected.

Forward-Looking Statements

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

Effect of New Accounting Pronouncements


                                       22


<PAGE>
Statements of Financial Accounting Standards ("SFAS") No. 141 "Business
Combinations", No. 142 "Goodwill and Other Intangible Assets", and No. 143
"Accounting for Asset Retirement Obligations" became effective during the year
ended June 30, 2002. The new standards have no effect on the financial
statements of the Registrant.

SFAS No. 145 "Rescission of SFAS No. 4 - Reporting Gains and Losses from
Extinguishment of Debt" removes the previous requirement that all gains and
losses from the extinguishment of debt were classified as extraordinary items.
The Registrant's reporting of the liability satisfied under a September 2002
settlement complies with the requirements of this new standard.

SFAS No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets"
and No. 146 "Accounting for Costs Associated with Exit or Disposal Activities"
will become effective after the year ended June 30, 2002. The new standards are
expected to have no effect on the financial statements of the Registrant.

Critical Accounting Policies

The Registrant'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. The criteria applicable to web site
development include determinability of the amount of revenue, measuring
progress-to-completion, and probability of collection. 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 was licensed to the users on a monthly subscription basis
through May 2001. License revenue was recognized monthly as the service was
provided.

ITEM 8. FINANCIAL STATEMENTS.

        Financial statements as of and for the year ended June 30, 2002 are
presented in a separate section of this report following Item 14.


                                       23


<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

        None.


                                       24


<PAGE>
                                    PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

Directors and Executive Officers.

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

        (a) Frank W. Backes, Chief Technical Officer/Chief Financial
Officer/Director. Mr. Backes, age 41, was formerly the President and Chief
Executive Officer of the Registrant in June 1999. Mr. Backes previously served
as Executive Vice President and Chief Technologist of the Registrant since
August 1993. Prior to 1993, he served as a computer industry analyst with
Digital Equipment Corporation. Mr. Backes also serves as a Director of the
Registrant.

        (b) Jerome K. Thorson, President/Chief Executive Officer/Director. Mr.
Thorson, age 55, joined the Registrant on May 1, 2001. He has worked in the
information technology industry for more than 30 years. Most recently, Mr.
Thorson was self-employed as a consultant, working with venture capitalists to
create global managed service companies. From 1999 to 2000, he served as
president and chief operating officer of (i)Structure, a technology company. For
the period of 1971 to 1999, Mr. Thorson was employed by Electronic Data Systems
Corporation, his last position being that of a business unit president.

        (c) Frederick J. Slack, Executive Vice President/Director. Mr. Slack,
age 48, was appointed Executive Vice President in June 1999 of iKEW.net and is
responsible for sales


                                       25


<PAGE>
and marketing. From 1993 to June 1999, he served as President and Chief
Executive Officer of the Registrant. Prior to joining the Registrant in 1993,
Mr. Slack served as project manager for government customers at Digital
Equipment Corporation. Mr. Slack also serves as a Director of the Registrant.

        (d) Felipe L. Valdez, Chairman of the Board/Secretary/Director. Felipe
L. Valdez, age 50, was appointed Chairman/Secretary of the Registrant in June
1999. From August 1993 to June 1999, he served as Chief Operating Officer of the
Registrant. Prior to 1993, Mr. Valdez spent 17 years as a manager with Digital
Equipment Corporation. Mr. Valdez also serves as a Director of the Registrant.

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

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

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

ITEM 11. EXECUTIVE COMPENSATION.


<TABLE>
<CAPTION>
Name and                                                     Restricted   Securities
Principal                                     Other Annual     Stock       Underlying    LTIP        All Other
Position         Year     Salary     Bonus    Compensation     Award        Options     payouts     Compensation
--------         ----     ------     -----    ------------   ----------   -----------   -------     ------------
<S>              <C>     <C>         <C>      <C>            <C>          <C>           <C>         <C>
Frank W.         2002    $114,800
Backes,          2001    $114,800    $8,000
</TABLE>


                                       26


<PAGE>
<TABLE>
<S>              <C>     <C>         <C>      <C>            <C>          <C>           <C>         <C>

CTO              2000    $114,800

Frederick J.     2002    $110,000
Slack,           2001    $110,000    $8,000
Exec. Vice       2000    $110,000
President

Felipe L.        2002    $       0               $5,400
Valdez,          2001    $       0               $2,700
Secretary        2000    $   4,230

Jerome K.        2002    $  78,333
Thorson,         2001    $  10,000                                        $150,000(2)
President &      2000    $       0
CEO
</TABLE>


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

        (2) Jerome K. Thorson was granted 3,000,000 stock options, with an
exercise price of $0.05 per share, on October 12, 2001, which vest in increments
of 750,000 over three years. There were no other stock options granted to
officers or directors during the fiscal year ended June 30, 2002.

Other Compensation

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

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

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

        The following table sets forth information regarding the beneficial
ownership of shares of the Registrant's common stock as of June 30, 2002
(35,455,337 issued and outstanding) by (i) all stockholders known to the
Registrant to be beneficial owners of


                                       27


<PAGE>
more than 5% of the outstanding common stock; and (ii) all officers and
directors of the Registrant, individually and as a group (each person has sole
voting power and sole dispositive power as to all of the shares shown as
beneficially owned by them):


<TABLE>
<CAPTION>
                                                           Amount of
                              Name and Address of         Beneficial
     Title of Class             Beneficial Owner          Ownership(1)         Percent of Class
     --------------           -------------------         -----------          ----------------
<S>                       <C>                             <C>                  <C>
Common Stock              Frederick J. Slack               8,277,444              23.35%
                          6886 S. Yosemite St.
                          Centennial, CO 80112

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

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

Common Stock              Tom Richardson                    182,748               0.52%
                          777 N. Overland Trail  #101
                          Casper, WY 82601

Common Stock              Doris K. Backus                    53,567               0.15%
                          777 N. Overland Trail, #101
                          Casper, WY 82601

Common Stock              Jerome K. Thorson                1,150,000(2)           3.24%
                          6866 S. Yosemite St.
                          Centennial, CO 80112

Common Stock              Shares of all directors and      26,392,081             74.44%
                          executive officers as a
                          group (6 persons)
</TABLE>


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

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


--------------------------------

(1)     With the exception of Jerome K. Thorson noted at 2 below, none of these
        security holders has the right to acquire any amount of the shares
        within 60 days from options, warrants, rights, conversion privilege, or
        similar obligations.

(2)     The Beneficial Ownership for Jerome K. Thorson includes 400,000 shares
        in the name of his children, and options to purchase 750,000 shares that
        are vested as of June 30, 2002. Mr. Thorson has options to purchase an
        additional 2,250,000 shares that will vest in FY 2003 to FY 2005.


                                       28


<PAGE>
        Loans payable to TSIH from Fred Slack, Frank Backes and Felipe Valdez,
who are officers, directors and the principal shareholders of the Registrant
(the "Principal Shareholders"), totaled $162,395 at June 30, 2002. These loans
were made in connection with the Principal Shareholders' purchase of stock from
prior shareholders pursuant to the reverse merger by which TSIH was created.
These loans are collateralized by TSIH common stock, bear interest at 5.37% and
are due July 1, 2004. Since the only collateral for these loans was the stock of
the Company that was subject to going concern considerations at June 1999, the
$162,395 balance, on June 30, 2002, was fully reserved and recorded as an
expense during the year ended June 30, 1999. No interest income has been accrued
since June 30, 1999.

        On September 13, 2002, the Registrant borrowed $100,000 from Jerome K.
Thorson, President/CEO. The loan is in the form of a convertible debenture, due
September 13, 2003, with interest payable monthly at the prime rate. The lender
has the option to convert the debt to common stock one hundred eighty (180) days
after the date of the instrument upon terms that are agreeable to the Board of
Directors of the Registrant, but not less than the per-share price received by
the Registrant for any similar equity sale of stock by the Registrant pursuant
to a private (non-public) offering of the Registrant's stock, if any, to a third
party, in an arm's length transaction during the period from the date of the
convertible debenture until such conversion (Exhibit 7).

ITEM 14. EXHIBITS AND REPORTS ON FORM 8-K.

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


                                       29


<PAGE>
                                     PART IV

ITEM 1. INDEX TO EXHIBITS.

        1.     Independent Auditors' Report
        2.     Consolidated Balance Sheet as of June 30, 2002
        3.     Statements of Operations
        4.     Statements of Cash Flow
        5.     Statements of Changes in Stockholders' (Deficit)
        6.     Notes to Consolidated Financial Statements

ITEM 2. DESCRIPTION OF EXHIBITS.

        7.     Convertible Debenture.

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

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


                                   SIGNATURES

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


                                       By: /s/ JEROME K. THORSON
                                           -------------------------------
                                           Jerome K. Thorson,
                                           President/CEO


                                       Date: 10/21/02
                                            ------------------------------


                                       By: /s/ FRANK W. BACKES
                                           -------------------------------
                                           Frank W. Backes, CTO/CFO


                                       Date: 10/21/02
                                            ------------------------------

                                       30


<PAGE>
I, Jerome K. Thorson, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: 10/18/02

/s/ JEROME K. THORSON
-----------------------
[Signature]
CEO

<PAGE>
I, Frank W. Backes, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: 10/18/02

/s/ FRANK W. BACKES
-----------------------
[Signature]
CFO

<PAGE>
                               INDEX TO EXHIBITS

<Table>
<Caption>
EXHIBIT
NUMBER         DESCRIPTION
-------        -----------
<S>            <C>
   1.          Independent Auditors' Report
   2.          Consolidated Balance Sheet as of June 30, 2002
   3.          Statements of Operations
   4.          Statements of Cash Flow
   5.          Statements of Changes in Stockholders' (Deficit)
   6.          Notes to Consolidated Financial Statements
   7.          Convertible Debenture
  99.8         Certification Pursuant to Section 906 of the Sarbanes-Oxley
               Act of 2002, Chief Executive Officer
  99.9         Certification Pursuant to Section 906 of the Sarbanes-Oxley
               Act of 2002, Chief Financial Officer
</Table>