U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

{x}      Quarterly Report under section 13 or 15(d) of the Securities Exchange
         Act of 1934

For the quarterly period ended September 30, 1999

                                       Or

{ }      Transition Report under section 13 or 15(d) of the Securities Exchange
         Act of 1934

For the transition period from ____________________ to _________________

Commission file number: 0-9358


                               3Si Holdings, Inc.
             (Exact Name of Registrant as specified in its Charter)


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


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


                                 (303) 741-9123
              (Registrant's telephone number, including area code)

Indicate by check mark whether the Registrant (1) has 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  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
                                    Yes ____           No _X_


The June 30, 1999, Form 10-K was incomplete.  Financial statements were excluded
from the June 30, 1999, Form 10-K pending  resolution of significant  accounting
issues.

At November  17,  1999,  35,248,530  shares of the  Registrant's  $.01 par value
common stock were outstanding.
<PAGE>
                               3Si Holdings, Inc.

                                      Index



  Part I: Financial Information

      Item 1. Financial Statements

               Accountants' Report                                         3

               Consolidated Balance Sheets, at September 30, 1999
               and June 30, 1999 (Unaudited)                               4

               Consolidated Statements of Operations for the quarters
               ended September 30, 1999 and 1998 (Unaudited)               5

               Consolidated Statements of Cash Flows for the quarters
               ended September 30, 1999 and 1998 (Unaudited)               6

               Notes to Interim Consolidated Financial Statements
              (Unaudited)                                                  7

      Item 2. Management's Discussion and Analysis of Financial
               Condition and Results of Operations                         8 - 9

  Part II: Other Information

     Item 1. Litigation                                                    10

     Item 6. Exhibits and Reports on Form 8-K                              10

     Signature                                                             10
<PAGE>



         Board of Directors

         3Si Holdings, Inc.


         The accompanying  consolidated balance sheets of 3Si Holdings,  Inc. as
         of  September  30,  1999,  and June 30,  1999,  and the  statements  of
         operations  and cash flows for the quarters  ended  September 30, 1999,
         and September 30, 1998, were not audited by us, and, accordingly, we do
         not express an opinion on them.



                                            /s/ Balogh & Tjornehoj, LLP


         Denver, Colorado

         November 17, 1999








      See accompanying notes to interim consolidated financial statements.

                                        3
<PAGE>
                               3Si Holdings, Inc.
<TABLE>
<CAPTION>
                           Consolidated Balance Sheets
                      September 30, 1999 and June 30, 1999

                                   (Unaudited)

                                                September 30, 1999    June 30, 1999
                                                ------------------    -------------
<S>                                                    <C>            <C>
ASSETS

CURRENT ASSETS
     Cash and cash equivalents .....................   $ 1,038,342    $ 1,372,293
     Accounts receivable - trade ...................        76,471        437,221
     Other current assets ..........................        14,021         11,000
                                                       -----------    -----------
         Total current assets ......................     1,128,834      1,820,514

PROPERTY AND EQUIPMENT AT COST
     Computer systems ..............................        28,575         28,575
     Less accumulated depreciation and amortization         (8,929)        (7,500)
                                                       -----------    -----------
         Net property and equipment ................        19,646         21,075

OTHER ASSETS
     Software development costs (net) ..............        50,583         42,827
     Other non-current assets ......................          --           50,000
                                                       -----------    -----------
         Total other assets ........................        50,583         92,827
                                                       -----------    -----------
Total assets .......................................   $ 1,199,063    $ 1,934,416
                                                       ===========    ===========






LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY

CURRENT LIABILITIES
     Accounts payable - trade ......................   $ 2,789,963    $ 3,301,354
     Accrued liabilities ...........................       292,662        427,845
                                                       -----------    -----------
         Total current liabilities .................     3,082,625      3,729,199

MINORITY INTEREST ..................................       448,291        476,191

STOCKHOLDERS' (DEFICIT) EQUITY
     Common stock ..................................       412,992        400,842
     Additional paid in capital ....................     2,601,315      2,447,277
     Accumulated (deficit) .........................    (3,488,807)    (3,261,740)
     Treasury stock ................................    (1,857,353)    (1,857,353)
                                                       -----------    -----------
         Total stockholders' (deficit) equity ......    (2,331,853)    (2,270,974)
                                                       -----------    -----------
Total liabilities and stockholders' (deficit) equity   $ 1,199,063    $ 1,934,416
                                                       ===========    ===========

</TABLE>
      See accompanying notes to interim consolidated financial statements.

                                        4
<PAGE>
                               3Si Holdings, Inc.
<TABLE>
<CAPTION>
                      Consolidated Statements of Operations
               For the Quarters Ended September 30, 1999 and 1998

                                   (Unaudited)
                                                         1999            1998
                                                    ------------    ------------
<S>                                                 <C>             <C>
Product sales ...................................   $       --      $  6,425,054
Consulting, service, and license fees ...........         26,489       2,001,305
                                                    ------------    ------------
     Net revenues ...............................         26,489       8,426,359

Cost of products sold ...........................           --         5,918,989
Contract labor and other costs ..................         16,628         535,508
                                                    ------------    ------------
     Total cost of revenues .....................         16,628       6,454,497
                                                    ------------    ------------

         Gross profit ...........................          9,861       1,971,862

Selling and administrative expenses .............        212,985       1,880,866
                                                    ------------    ------------

     (Loss) earnings from operations ............       (203,124)         90,996

Other income (expense)
     Interest income ............................         11,328           1,044
     Interest expense ...........................        (63,171)        (70,661)
     Miscellaneous income .......................           --             4,254
                                                    ------------    ------------
         Total other income (expense) ...........        (51,843)        (65,363)
                                                    ------------    ------------

     Net (loss) earnings before minority interest       (254,967)         25,633

Minority interest ...............................         27,900            --
                                                    ------------    ------------

         (Loss) earnings before income taxes ....       (227,067)         25,633

Income taxes.....................................           --              --
                                                    ------------    ------------

     Net (loss) earnings ........................   $   (227,067)   $     25,633
                                                    ============    ============

     (Loss) earnings per common share ...........   $       (.01)   $       --
                                                    ============    ============

Weighted average shares outstanding .............     34,216,845      33,984,924

</TABLE>

      See accompanying notes to interim consolidated financial statements.

                                        5
<PAGE>
                               3Si Holdings, Inc.
<TABLE>
<CAPTION>
                      Consolidated Statements of Cash Flows
               For the Quarters Ended September 30, 1999 and 1998

                                   (Unaudited)
                                                                1999          1998
                                                            -----------    -----------
<S>                                                         <C>            <C>
Operating activities
     Net (loss) earnings ................................   $  (227,067)   $    25,633
     Reconciling adjustments
         Depreciation and amortization ..................         9,429         34,753
         Loss attributable to minority interest .........       (27,900)          --
         Change in operating assets and liabilities
              Accounts receivable .......................       319,697     (2,079,960)
              Inventory .................................          --            1,555
              Other assets ..............................        93,032        (37,860)
              Accounts payable ..........................      (361,703)     2,367,203
              Other liabilities .........................      (135,183)       (46,888)
                                                            -----------    -----------
                 Total adjustments ......................      (102,628)       238,803
                                                            -----------    -----------

     Net cash (used for) provided by operating activities      (329,695)       264,436

Investing activities
     Purchases of equipment .............................          --         (170,041)
     Software development costs .........................       (15,756)      (176,771)
     Loans to stockholders ..............................          --          (26,559)
                                                            -----------    -----------

     Net cash (used for) investing activities ...........       (15,756)      (373,371)

Financing activities
     Revolving line of credit, net ......................          --          158,406
     Payments on capital lease ..........................          --           (6,080)
     Proceeds from exercise of stock options ............        11,500           --
                                                            -----------    -----------

     Net cash provided by financing activities ..........        11,500        152,326
                                                            -----------    -----------

Net change in cash and cash equivalents .................      (333,951)        43,391

Cash and cash equivalents, beginning ....................     1,372,293         13,843
                                                            -----------    -----------

Cash and cash equivalents, ending .......................   $ 1,038,342    $    57,234
                                                            ===========    ===========

Supplemental disclosures of cash flow information
     Interest paid ......................................   $    63,171    $    50,148
                                                            ===========    ===========

     Income tax paid ....................................   $      --      $      --
                                                            ===========    ===========
</TABLE>
     See Note 3 related to non-cash consideration in settlement of litigation.



      See accompanying notes to interim consolidated financial statements.
                                        6
<PAGE>
                               3Si Holdings, Inc.

               Notes to Interim Consolidated Financial Statements
                               September 30, 1999
                                   (Unaudited)

Note 1. Management's Statement

In the opinion of management,  the accompanying  unaudited financial  statements
contain  all  adjustments  (all of which are  normal  and  recurring  in nature)
necessary to present  fairly the  financial  position of 3Si  Holdings,  Inc. at
September 30, 1999,  and June 30, 1999,  and the results of operations  and cash
flows for quarters  ended  September 30, 1999, and September 30, 1998. The Notes
to the  Consolidated  Financial  Statements  which are contained in the June 30,
1999,  Form 10-K should be read in conjunction  with these Interim  Consolidated
Financial Statements.

Note 2. (Loss) Earnings Per Share

Net (loss) earnings per share was computed on the basis of the weighted  average
number of common  shares only,  as shares  subject to warrants and stock options
would have an anti-dilutive effect.

Note 3 - Contingencies

Lease Agreement
During the year ended June 30, 1998,  the Company  entered into a Federal Master
Assignment  Agreement  with a leasing  company to effect a  government  lease of
certain  equipment.  Under  the  terms  of  the  assignment  agreement,  if  the
government  terminated  the lease for any  reason  other than  "Termination  for
Convenience or Non-appropriation", 3SiH would be liable for the present value of
the  discounted  cash flows then owed under the  lease.  On July 31,  1998,  the
lessee terminated the lease for convenience.

The leasing  company filed suit against 3SiH to recover the present value of the
discounted cash flows. A settlement was reached in September 1999. 3SiH paid the
plaintiffs  $75,000 and issued 1,100,000  shares of its restricted  common stock
(valued at $154,688) to the plaintiffs. The $224,688 settlement (which is net of
the $5,000 value of inventory recovered) was accrued as a loss at June 30, 1999.

Accounts Payable
As of September  30, 1999,  accounts  payable  balances  owed to two vendors are
approximately $500,000 and $2,200,000.

The Company has made semi-monthly  payments to, and has performed  services for,
one of the vendors  reducing  the amount owed to  approximately  $500,000.  This
vendor has not taken any legal action to pursue collection.

The vendor  who is owed  approximately  $2,200,000  has filed suit to attempt to
attach the Company's assets for the collection of that liability.  3SiH does not
believe  that  this  amount is due at this  time so long as 3SiH is  current  on
interest payments as called for in the parties' written  agreement.  Counsel for
3SiH believes that it is too early to express an opinion as to whether the court
will find the liability due at this time.

                                       7
<PAGE>
                               3Si Holdings, Inc.

           Management's Discussion and Analysis of Financial Condition
                            And Results of Operations
                               September 30, 1999

         Financial Condition

         At September 30, 1999,  current  liabilities  exceed  current assets by
         $1,953,791.  Also at September  30, 1999,  the Company has a deficit in
         stockholders'  equity of  $2,331,853.  The Company has sold its systems
         integration  business  effective  as of  May  1,  1999.  Its  remaining
         business is the licensing of its software  products.  Through September
         30, 1999, there has been nominal license fee revenue generated from its
         software products.

         As of September 30, 1999, accounts payable balances owed to two vendors
         are  approximately  $500,000  and  $2,200,000.  The  Company  has  made
         semi-monthly  payments to, and has  performed  services for, one of the
         vendors reducing the amount owed to approximately $500,000. This vendor
         has not taken any legal action to pursue collection.  The vendor who is
         owed  approximately  $2,200,000 has filed suit to attempt to attach the
         Company's  assets for the collection of that  liability.  3SiH does not
         believe that this amount is due at this time so long as 3SiH is current
         on interest payments as called for in the parties' written agreement.

         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.

         3SiH  received  $802,000  of the  purchase  price  for the  sale of its
         systems  integration  business on June 30, 1999. 3SiH will also be able
         to earn up to an additional  $2,198,000 over a three-year  period based
         upon the  contingencies  set  forth  in the  agreement.  The  agreement
         provides for  additional  contingent  payments to 3SiH of $325,000 when
         key contracts are renewed.  The agreement  also provides for contingent
         payments to 3SiH of 75% of the  profits in excess of  contract  renewal
         payments  from the sold  business  for the first  year,  and 50% of the
         profits in excess of contract renewal payments for the second and third
         years.

         Contract  renewal  payments  of  $302,000  were  included in the amount
         received at June 30,  1999.  Profits  from the sold  business  have not
         exceeded  $302,000  through  September  30,  1999,  and  no  additional
         contingent payments are due to 3SiH at September 30, 1999.

         The first $54,000 of additional contingent payments earned by 3SiH will
         be retained  by the buyer to pay for  compensated  absences  for former
         3SiH  employees.  This amount is included under accrued  liabilities in
         the September 30, 1999, balance sheet.

         Management  is seeking to attract  sponsors  or  investors  to fund its
         continuing  software  sales and  development  operations.  The  Company
         intends to make payments to vendors as the contingent payments from the
         sale of its systems  integration  business  are  received.  There is no
         assurance  as to whether any  contingent  payments  will be received or
         whether there will be sufficient funds to pay all creditors.

                                       8
<PAGE>
                               3Si Holdings, Inc.

           Management's Discussion and Analysis of Financial Condition
                            And Results of Operations
                               September 30, 1999

         Results of Operations

         The  Company  reported a net loss of  $227,067  for the  quarter  ended
         September 30, 1999, while net earnings of $25,633 were reported for the
         quarter ended September 30, 1998.

         The  operations for the quarter ended  September 30, 1998,  include the
         Company's  systems  integration  business which was  subsequently  sold
         effective as of May 1, 1999.

         The operations for the quarter ended  September 30, 1999,  only include
         the remaining  business of licensing its software  products and revenue
         related to those products.

         The Company has four remaining employees as of September 30, 1999.

         Interest  expense for the quarter ended September 30, 1999,  represents
         payments to a vendor as called for in the parties' written agreements.



                                       9
<PAGE>
                               3Si Holdings, Inc.

                                Other Information
                               September 30, 1999

         Item 1. Litigation

         During the year ended June 30, 1998, the Company entered into a Federal
         Master  Assignment  Agreement  with  a  leasing  company  to  effect  a
         government  lease  of  certain  equipment.   Under  the  terms  of  the
         assignment  agreement,  if the government  terminated the lease for any
         reason other than  "Termination for Convenience or  Non-appropriation",
         3SiH would be liable for the present value of the discounted cash flows
         then owed under the lease. On July 31, 1998, the lessee  terminated the
         lease for convenience.

         The  leasing  company  filed suit  against  3SiH to recover the present
         value of the  discounted  cash  flows.  A  settlement  was  reached  in
         September 1999. 3SiH paid the plaintiffs  $75,000 and issued  1,100,000
         shares of its  restricted  common  stock  (valued at  $154,688)  to the
         plaintiffs.  The $224,688  settlement (which is net of the $5,000 value
         of inventory recovered) was accrued as a loss at June 30, 1999.

         A vendor who is owed approximately $2,200,000 has filed suit to attempt
         to attach the Company's  assets for the  collection of that  liability.
         3SiH does not  believe  that this amount is due at this time so long as
         3SiH is current  on  interest  payment  as called  for in the  parties'
         written  agreement.  Counsel for 3SiH  believes that it is too early to
         express an opinion as to whether the court will find the  liability due
         at this time.


         Item 6. Exhibits and Reports on Form 8-K

(a)      Not applicable.

         (b)      A Form 8-K was not required to be filed in the period  covered
                  by this report.


         Signatures

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
         the  Registrant  has duly caused this report to be signed on its behalf
         by the undersigned thereunto duly authorized.

                                                     3Si Holdings, Inc.
                                                     (Registrant)

         Date:    November 17, 1999         By:     /s/ Frank Backes
                                                     Frank Backes, CEO, CFO