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

                                   FORM 10-QSB


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

                For the quarterly period ended September 30, 2002
                                               -------------------------------

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

                For the transition period from           to
                                               ---------    ---------
                Commission file number
                                       --------------------------

                               3Si HOLDINGS, INC.
--------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


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


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

                                 (720) 493-1660
--------------------------------------------------------------------------------
                           (Issuer's telephone number)

                                       N/A
--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)


<PAGE>

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


The number of shares outstanding of each of the issuer's classes of common
equity, as of September 30, 2002: 35,456,337

         Transitional Small Business Disclosure Format (Check one):

         [ ]      Yes
         [X]      No



                                       2
<PAGE>


                                TABLE OF CONTENTS

<Table>
<Caption>

PART I                                                                         PAGE

<S>                                                                            <C>
Item 1   Financial Statements                                                    4

         Consolidated Balance Sheet
         As of September 30, 2002                                                4

         Consolidated Statement of Operations
         For the Quarters Ended September 30, 2002
         And September 30, 2001                                                  5

         Consolidated Statements of Cash Flows
         For the Quarters Ended September 30, 2002
         And September 30, 2001                                                  6

         Notes to Consolidated Financial Statements                              7
Item 2   Management's Discussion and Analysis
         And Results of Operations                                               9

PART II

Item 3   Legal Proceedings                                                      17
Item 4   Changes in Securities                                                  17
Item 5   Defaults Upon Senior Securities                                        17
Item 6   Submission of Matters to a Vote of Security Holders                    17
Item 7   Other Information                                                      17
Item 8   Exhibits and Reports on Form 8-K                                       17
</Table>



                                       3
<PAGE>


PART I --  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.


                               3Si Holdings, Inc.
                           Consolidated Balance Sheet
                               September 30, 2002


                                   (Unaudited)
<Table>
<S>                                                         <C>
ASSETS

CURRENT ASSETS
         Cash and cash equivalents                          $      36,822
         Accounts receivable - trade                                6,085
         Other current assets                                      15,911
                                                            -------------

                  Total current assets                             58,818
                                                            -------------

EQUIPMENT AT COST
         Computer systems, furniture, and software                152,679
         Less accumulated depreciation and amortization           (75,725)
                                                            -------------

                  Net equipment                                    76,954
                                                            -------------

Total assets                                                $     135,772
                                                            =============

LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES
         Notes payable (Note 3)                             $     382,000
         Current portion of long-term debt                          7,331
         Accounts payable - trade                                  78,700
         Unearned revenue                                           6,312
                                                            -------------

                  Total current liabilities                       474,343
                                                            -------------

LONG-TERM DEBT                                                      1,744

MINORITY INTEREST (NOTE 4)                                             --

STOCKHOLDERS' (DEFICIT)
         Common stock                                             356,703
         Additional paid-in capital                             5,490,963
         Accumulated (deficit)                                 (6,149,797)
         Treasury stock                                           (38,184)
                                                            -------------

                  Total stockholders' (deficit)                  (340,315)
                                                            -------------

Total liabilities and stockholders' (deficit)               $     135,772
                                                            =============
</Table>

             See notes to interim consolidated financial statements.



                                       4
<PAGE>



                               3Si Holdings, Inc.
                      Consolidated Statements of Operations
               For the Quarters Ended September 30, 2002 and 2001


                                   (Unaudited)

<Table>
<Caption>

                                                    2002               2001
                                                 ------------      ------------
<S>                                              <C>               <C>
Consulting and other service
revenues (Note 6)                                $     49,470      $    116,775

Cost of revenues                                       62,255            59,545
                                                 ------------      ------------

                  Gross profit                        (12,785)           57,230

Selling and administrative expenses                   228,204           193,243
                                                 ------------      ------------

                  (Loss) from operations             (240,989)         (136,013)
                                                 ------------      ------------

Other income (expense)
         Miscellaneous income                              14             1,302
         Interest expense                              (4,065)             (783)
                                                 ------------      ------------

           Total other income (expense)                (4,051)              519
                                                 ------------      ------------

                  Net (loss) before minority
                  interest                           (245,040)         (135,494)

Minority interest (Note 4)                                 --            21,522
                                                                   ------------

                  Net (loss) before income
                  taxes                              (245,040)         (113,972)

Income taxes (Note 5)                                      --                --

                   Net (loss)                    $   (245,040)     $   (113,972)
                                                 ============      ============


Basic and diluted (loss) earnings
per common share (Note 2)                        $      (0.01)     $         --

Weighted average shares outstanding
         Basic                                     35,456,337        37,621,983
         Diluted                                   35,456,337        37,621,983
</Table>

             See notes to interim consolidated financial statements.



                                       5
<PAGE>



                               3Si Holdings, Inc.
                      Consolidated Statements of Cash Flows
               For the Quarters Ended September 30, 2002 and 2001


<Table>
<Caption>

                                                                   (Unaudited)
                                                                      2002              2001
                                                                   ------------      ------------
<S>                                                                <C>               <C>
Operating activities:
         Net (loss)                                                $   (245,040)     $   (113,972)
         Reconciling adjustments:
                  Depreciation and
                  amortization                                            8,620             7,068
                  Income attributable to
                  minority interest                                          --           (21,522)
                  Changes in operating assets
                  and liabilities:
                           Accounts receivable                           (2,445)          (52,980)
                           Other assets                                     (60)            4,213
                           Accounts payable                                  18            27,631
                           Unearned revenue                             (26,088)           21,600
                                                                   ------------      ------------

                                    Total adjustments                   (19,955)          (13,990)
                                                                   ------------      ------------

                  Net cash (used for) operating
                  activities                                           (264,995)         (127,962)

Investing activities:
         Equipment purchases                                             (2,500)           (1,023)
                                                                   ------------      ------------

                  Net cash (used for) investing
                  activities                                             (2,500)           (1,023)

Financing activities:
         Borrowings on lines of credit                                  167,000                --
         Loan from corporate officer                                    100,000                --
         Payments on capital leases                                      (2,686)           (2,070)
                                                                   ------------      ------------

                  Net cash provided by (used
                  for) financing activities                             264,314            (2,070)
                                                                   ------------      ------------

Net change in cash and cash equivalents                                  (3,181)         (131,055)
Cash and cash equivalents at beginning
of period                                                                40,003           198,476
                                                                   ------------      ------------


Cash and cash equivalents at end of
period                                                             $     36,822      $     67,421
                                                                   ============      ============

Supplemental disclosures of cash flow information
         Interest paid                                             $      2,690      $        783
                                                                   ============      ============

         Income tax paid                                           $         --      $         --
                                                                   ============      ============
</Table>


             See notes to interim consolidated financial statements.









                                       6
<PAGE>



                               3Si Holdings, Inc.
               Notes to Interim Consolidated Financial Statements
                               September 30, 2002
                                   (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.
("TSIH") at September 30, 2002, and the results of operations and cash flows for
the quarters ended September 30, 2002, and September 30, 2001. The Notes to the
Consolidated Financial Statements which are contained in the June 30, 2002, Form
10-QSB should be read in conjunction with these Interim Consolidated Financial
Statements.

Note 2 - (Loss) Earnings Per Share

Net (loss) earnings per share for the quarters ended September 30, 2002 and
2001, 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 - Notes Payable

<Table>
<S>                                                                                     <C>
Note payable to bank, with interest at 1% over prime on a $250,000 line of
credit expiring in October 2002; collateralized by substantially all assets of
the Company and guaranteed by officers of the Company. The loan covenants
prohibit the Company from borrowing money without prior written consent of the
lender. The bank has provided its consent for the Company's $100,000 loan from
an officer.                                                                             $     247,000

Loan from corporate officer.  The loan is in the form of
a convertible debenture, due September 13, 2003 with
interest at prime.  The lender has the option to convert
the debt to common stock at any time after March 12, 2003
on such terms as shall be mutually agreed between the lender
and the Company.                                                                        $     100,000

Other $35,000 line of credit                                                            $      35,000

Total notes payable                                                                     $     382,000
</Table>



                                       7
<PAGE>

Note 4 - Minority Interest

Losses applicable to the minority interest are $55,515 for the quarter ended
September 30, 2002. These losses exceed the minority interest in the equity
capital of the subsidiary. Such excess and any further losses applicable to the
minority interest shall be charged against the majority interest, as there is no
obligation of the minority interest to make good such losses.

Note 5 - Income Taxes

TSIH has significant net operating loss carryforwards. The Company may not have
sufficient taxable income in future years to obtain the benefits of the net
operating loss carryforwards. Valuation allowances are provided equal to the
deferred tax asset for the benefits, which the Company may not be able to use.

Note 6 - Major Customer Revenue

<Table>
<Caption>

                                           Three Months Ended
                                              September 30,
                                          2002             2001
                                      ------------     ------------

<S>                                   <C>              <C>
Major customer #1                     $      9,750     $     24,375

Major customer #2                               --           60,000

Major customer #3 (related party)           32,400           32,400

Other                                        7,320               --
                                      ------------     ------------

         Total revenue                $     49,470     $    116,775
                                      ============     ============
</Table>

Note 7 - Going Concern

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. At September 30, 2002, current
liabilities exceed current assets by $415,525 and the Company has a deficit in
stockholders' equity of $340,315. 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.



                                       8
<PAGE>

The Company is in the process of renewing its line of credit agreement for
another year.

In October 2002, the Company renewed an agreement with one of its major
customers, and signed agreements with three new major customers.

Management anticipates that the revenues to be generated from these signed
agreements, plus revenues from additional prospects expressing an interest in
the Company's services, will provide sufficient cash flow for the Company to
continue to meet all of its obligations.

There is currently no assurance as to the amount of revenue that may be
generated.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

MANAGEMENT'S DISCUSSION

NEW REVENUE SOURCES

TSIH has entered in three new agreements that will significantly impact revenues
for the period October 1, 2002 to June 30, 2003:

o    DEVELOPMENT AND IMPLEMENTATION FEES:

On October 17, 2002 TSIH received a fee of $250,000 to develop and customize an
"Express Mail Service" solution for one of the largest financial services
companies in the United States. This project is scheduled for completion before
December 31, 2002.

On October 14, 2002 TSIH entered into an agreement, with an initial fee of
$100,000, to develop an "E-Development on Demand" solution for one of the
largest information technology companies in the world. This project is also
scheduled for completion before December 31, 2002.

On September 13, 2002 TSIH received a fee of $6,000 to implement an on-line
enrollment system and web portal for a regional integrated health delivery
provider. This system is anticipated to be implemented in November 2002.

o    SUBSCRIPTION REVENUE:

Once each of these projects has been implemented, TSIH will receive subscription
fees based on the number of users on each account. Subscription revenue is
anticipated to start out at a level of approximately $180,000 per quarter under
these three agreements.




                                       9
<PAGE>

o    RENEWALS

TSIH has renewed its agreement with SMI International to maintain and operate an
Internet-based customer support system through September 2003 for the U.S. Air
Force Operational Space and Support Program. The fees under this agreement are
$32,400 per quarter.

SUMMARY

The new revenue sources and renewals provide a solid base toward the Company
generating sufficient cash to meet all of its obligations. Further, there is
significant opportunity for expanding the business relationships into other
areas without increasing the cost of sales.

Additional Fortune 100 prospects have expressed an interest in the Company's
services.

If TSIH can obtain these new prospects as clients (or if the clients under the
agreements already signed generate sufficient numbers of users) management
anticipates that these subscription revenues will allow the Company to operate
profitably on a consistent on-going basis.

FINANCIAL CONDITION AT SEPTEMBER 30, 2002

     (a)  WORKING CAPITAL

As of September 30, 2002, TSIH had a deficit in working capital of $415,525.
Working capital used for operations was $236,420 for the three months ended
September 30, 2002.

Trade receivables are all current. Substantially all trade payables are current
as of September 30, 2002 with the exception of various fees for professional
services that were paid in full in October 2002.

     (b)  OTHER SOURCES OF WORKING CAPITAL

On September 13, 2002, TSIH borrowed $100,000 from one of its corporate
officers. The loan is in the form of a convertible debenture, due September 13,
2003, with interest at



                                       10
<PAGE>

prime. The lender has the option to convert the debt to common stock at any time
after March 12, 2003, on such terms as shall be mutually agreed between the
lender and the Company.

It is anticipated that the lender will convert the note to common stock in lieu
of seeking repayment.

         (c) CREDIT FACILITIES

TSIH obtained a $250,000 line of credit as of October 31, 2001, expiring October
31, 2002. As of September 30, 2002, the balance owed on this line of credit is
$247,000. The loan covenants to the agreement prohibit TSIH from borrowing money
or entering into a capital lease obligation without prior written consent of the
lender. TSIH has obtained the lender's permission for the officer loan noted
above.

The Company is in the process of renewing this line of credit agreement for
another year.

TSIH also obtained a $35,000 line of credit, and has borrowed the full amount as
of September 30, 2002.

         (d) - CASH REQUIREMENTS

The Company has signed three new agreements that will provide cash receipts of
$356,000 for development and implementation fees during the quarter ended
December 31, 2002. The Company has also renewed an agreement with SMI
International, and received the entire $129,600 annual fees during the quarter
ended December 31, 2002.

Additional prospects have expressed an interest in the Company's services.

If TSIH can obtain these new prospects as clients (or if the clients under the
agreements already signed generate sufficient numbers of users) management
anticipates that implementation fees and subscription revenues will allow the
Company to generate sufficient cash flows to meet all of its obligations.

RESULTS OF OPERATIONS

REPORTED REVENUE

Revenues for the three months ended September 30, 2002 include the following:



                                       11
<PAGE>

o    Fees for the U.S. Air Force Operational Space and Support Program. This
     agreement has been renewed for FY2003. Reported revenues were $32,400.

o    Data storage for Qwest Cyber.Solutions ("QCS"). This agreement was
     terminated as of October 15, 2002. Reported revenues were $9,750.

o    iKEW software subscription revenue. Reported revenues were $7,320.

THREE MONTHS ENDED SEPTEMBER 30, 2002 , WITH COMPARISON TO THREE MONTHS ENDED
SEPTEMBER 30, , 2001

TSIH reported net (loss) for September 2002 of $(245,040) compared with a net
(loss) of $(113,972) for September 2001.

Revenues decreased by approximately $67,000 for the comparative three-month
periods. TSIH's revenues have been derived from three to 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 for the comparative three-month periods showed little change.
There were no cut-backs on the engineering staff. During the current quarter,
substantial work was performed on updating the iKEW software in anticipation of
the client service agreements that were subsequently signed.

Selling and administrative expenses for the comparative three-month periods
increased by approximately $35,000. This is primarily attributable to the
following factors:

o    Increased net compensation costs of $45,000. TSIH hired a new CEO and
     expanded the marketing staff. Employee benefit costs have increased.

o    Increased telephone expense of $10,000 primarily associated with internet
     lines and long-distance charges.

o    Increased travel expense of $7,000 primarily associated with obtaining new
     clients.

o    Decreased advertising expense of $31,000 primarily associated with the
     expenditure for the quarter ended September 2001 to develop a video news
     promotion

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:



                                       12
<PAGE>



(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 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



                                       13
<PAGE>

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.

(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.




                                       14
<PAGE>



(h)  Unreliability of Internet Infrastructure.

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



                                       15
<PAGE>

could subject the Registrant to penalties ranging from fines to bans on its
ability to offer services.

(j)  Shares Eligible for Future Sale

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 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."




                                       16
<PAGE>



                          PART II -- OTHER INFORMATION


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. CHANGES IN SECURITIES.

None

ITEM 5. DEFAULTS UPON SENIOR SECURITIES.

None

ITEM 6. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None

ITEM 7. OTHER INFORMATION.

None

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

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




                                       17
<PAGE>



ITEM 1. INDEX TO EXHIBITS.

         1.       Consolidated Balance Sheet as of September 30, 2002

         2.       Statements of Operations

         3.       Statements of Cash Flow

         4.       Notes to Consolidated Financial Statements

ITEM 2. DESCRIPTION OF EXHIBITS.

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

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



                                   SIGNATURES

In accordance with the requirements 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:       November 14, 2002
                                               --------------------------------


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

                                          Date:       November 14, 2002
                                               --------------------------------






                                       18
<PAGE>



I, Jerome K. Thorson, certify that:

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

2. Based on my knowledge, this quarterly 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 quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly 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 quarterly 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
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly 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



                                       19
<PAGE>

6. The Registrant's other certifying officers and I have indicated in this
quarterly 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: November 14, 2002


/s/  Jerome K. Thorson
------------------------------------
Jerome K. Thorson
CEO





                                       20
<PAGE>


I, Frank W. Backes, certify that:

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

2. Based on my knowledge, this quarterly 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 quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly 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 quarterly 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
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly 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



                                       21
<PAGE>



6. The Registrant's other certifying officers and I have indicated in this
quarterly 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: November 14, 2002


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







                                       22
<PAGE>

                                 EXHIBIT INDEX

<Table>
<Caption>

EXHIBIT
NUMBER            DESCRIPTION
------            -----------
<S>               <C>
         99.6     Certification Pursuant to Section 906 of the Sarbanes-Oxley
                  Act of 2002, Chief Executive Officer

         99.7     Certification Pursuant to Section 906 of the Sarbanes-Oxley
                  Act of 2002, Chief Financial Officer
</Table>