Exhibit 31.2

                              CERTIFICATIONS

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 small business issuer as of, and
for, the periods presented in this annual report;

4. The small business issuers other certifying officers and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15 and 15d-15(e))
and internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f)), for the small business issuer and have:

a) designed such disclosure controls and procedures, or caused
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
small business issuer, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly during
the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles;

c) evaluated the effectiveness of the small business issuer's
disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based
on such evaluation; and

d) disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the
small business issuer's most recent fiscal quarter (the small
business issuer's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to
materially affect, the small business issuer's internal control over
financial reporting;

5. The small business issuer's other certifying officers and I have
disclosed, based on our most recent evaluation of internal control
over financial reporting, to the small business issuer's auditors and
the audit committee of small business issuer's board of directors (or
persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design
or operation of internal control over which financial reporting are
reasonable likely to adversely affect the small business issuer's
ability to record, process, summarize and report financial information.

b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the small business
issuer's internal controls over financial reporting.

Dated:  09/24/04

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