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 December 31, 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 incorporation       (IRS Employer
             or organization)                      Identification No.)

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

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


(Former name, former address and former fiscal year, if changed since
last report)

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.       Yes  X     No

The number of shares outstanding of each of the issuer's classes of
common equity, as of December 31, 2002:  35,456,337

     Transitional Small Business Disclosure Format (Check one):

        Yes
     X   No

                              TABLE OF CONTENTS

Part I  Financial Information                                     Page

Item 1  Financial Statements                                         4

        Consolidated Balance Sheet
        As of December 31, 2002                                      4

        Consolidated Statements of Operations
        For the Three Months and Six Months Ended
        December 31, 2002 and December 31, 2001                      6

        Consolidated Statements of Cash Flows
        For the Six Months Ended December 31, 2002
        and December 31, 2001                                        8

        Notes to Interim Consolidated Financial Statements          10

Item 2  Management's Discussion and Analysis of Financial
        Condition and Results of Operations                         14

Item 3  Risk Factors                                                19

Item 4  Controls and Procedures                                     23

Part II  Other Information

Item 1  Legal Proceedings                                           24

Item 2  Changes in Securities                                       24

Item 3  Defaults Upon Senior Securities                             24

Item 4  Submission of Matters to a Vote of Security Holders         24

Item 5  Other Information                                           24

Item 6  Exhibits and Reports on Form 8-K                            24

PART I --  FINANCIAL INFORMATION

Item 1.  Financial Statements.

                             3Si Holdings, Inc.
                         Consolidated Balance Sheet
                             December 31, 2002

                                 (Unaudited)

ASSETS

CURRENT ASSETS
  Cash and cash equivalents                                    $   140,796
  Accounts receivable - trade                                       12,040
  Other current assets                                              22,879

   Total current assets                                            175,715

EQUIPMENT AT COST (NOTE 4)
  Computer system, furniture and software                          229,703
  Less accumulated depreciation and amortization                   (86,939)

   Net equipment                                                   142,764

Total assets                                                   $   318,479

                    LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES
  Notes payable (Note 3)                                       $   351,151
  Current portion of long-term debt (Note 4)                        26,311
  Accounts payable - trade                                          51,767
  Accrued liabilities                                                  467
  Unearned revenue                                                  97,200

   Total current liabilities                                       526,896

LONG-TERM DEBT (NOTE 4)                                             48,912

MINORITY INTEREST (NOTE 5)                                               -

STOCKHOLDERS' (DEFICIT)
  Common stock                                                     356,703
  Additional paid-in capital                                     5,490,963
  Accumulated (deficit)                                         (6,066,811)
  Treasury stock                                                   (38,184)

   Total stockholders' (deficit)                                  (257,329)

Total liabilities and stockholders' (deficit)                  $    318,479

            See notes to interim consolidated financial statements

                               3Si Holdings, Inc.
                     Consolidated Statements of Operations
                                   (Unaudited)




<TABLE>
<CAPTION>
                                                      Three Months Ended           Six Months Ended
                                                         December 31,                December 31,
                                                      2002          2001           2002       2001
<S>                                                  <C>            <C>           <C>            <C>
Revenues (Note 7)                                    $   409,748    $   393,208   $   459,218 $   509,983

Contract labor and
other costs                                               82,577         57,787       144,832     117,332

Gross profit                                             327,171         335,421      314,386     392,651

Selling and
administrative Expenses                                  237,440         223,023      465,644     416,266

Earnings (loss)
from operations                                           89,731         112,398     (151,258)    (23,615)

Other income (expense)
Interest expense                                          (7,076)           (723)     (11,141)     (1,506)
Miscellaneous income                                         331           2,589          345       3,891

Total other income (expense)                              (6,745)          1,866      (10,796)      2,385

Net earnings (loss) before minority interest              82,986         114,264     (162,054)    (21,230)

Minority interest                                              -         (37,280)           -     (15,758)

Net earnings (loss) before income taxes                   82,986          76,984     (162,054)    (36,988)

Income taxes (Note 6)                                          -               -            -           -

Net earnings (loss)                                       82,986          76,984     (162,054)    (36,988)

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

Weighted average shares Basic                         35,456,337      37,658,049   35,456,337  37,640,016
Diluted                                               35,456,337      41,910,064   35,456,337  37,640,016
</TABLE>


                    See notes to interim consolidated financial statements

                                    3Si Holdings, Inc.
                          Consolidated Statements of Cash Flows
                                       (Unaudited)

                                                         Six Months Ended
                                                           December 31,
                                                         2002        2001

Operating activities:
  Net (loss)                                            $  (162,054) $ (36,988)
  Reconciling adjustments:
  Depreciation and amortization                              19,834     14,335
  Stock for services                                              -      2,074
  Income attributable to minority interest                        -     15,758
  Changes in operating assets and liabilities:
  Accounts receivable                                        (8,400)   (61,552)
  Other assets                                               (7,028)     2,995
  Accounts payable                                          (26,448)    (5,246)
  Unearned revenue                                           64,800    315,117

   Total adjustments                                         42,758    283,481
  Net cash (used for) provided
   by investing activities                                 (119,296)   246,493

Investing activities:
  Equipment purchases                                        (6,344)    (9,972)

   Net cash (used for) investing activities                  (6,344)    (9,972)

Financing activities:
  Net borrowings on lines of credit                         236,151          -
  Payments on capital lease                                  (9,718)    (4,228)

Net cash provided by (used for)
financing activities                                        226,433     (4,228)

Net change in cash and cash equivalents                     100,793    232,293
Cash and cash equivalents at beginning of period             40,003    198,476

Cash and cash equivalents at end of period                  140,796    430,769

Supplemental disclosures of cash flow information
  Interest paid                                              10,674      1,506

  Income tax paid                                                 -          -

                See notes to interim consolidated financial statements

                              3Si Holdings, Inc.
               Notes to Interim Consolidated Financial Statements
                               December 31, 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 December 31, 2002, and the
results of operations and cash flows for the three months and six
months ended December 31, 2002, and December 31, 2001.  The Notes to
the Consolidated Financial Statements which are contained in the June
30, 2002, Form 10-KSB should be read in conjunction with these
Interim Consolidated Financial Statements.

Note 2 - Earnings (Loss) Per Share

Net earnings (loss) per share for the six months ended December 31,
2002 and 2001, is 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.

The basic earnings (loss) per share ("EPS") for the three months
ended December 31, 2002 and 2001, is computed by dividing income
available to common stockholders by the weighted-average number of
common shares outstanding for the year.  Diluted EPS, if any,
reflects the potential dilution that could occur if dilutive
securities were exercised or converted into common stock that then
shared in the earnings.  Diluted EPS at December 31, 2001 also
includes 4,252,015 common shares subject to redemption.

Note 3 - Notes Payable

Note payable to bank, with interest at 1%
over prime on a $250,000 line of credit
expiring on January 28, 2003; collateralized
by substantially all assets of the Company
and guaranteed by officers of the Company.                      $   217,977

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                                         33,174

Total notes payable                                             $   351,151

Note 4 - Long-Term Debt

During the three months ended December 31, 2002 the Company acquired
$73,180 of equipment under a capital lease. Long term debt under
capital leases as of December 31, 2002 is as follows:

Minimum payments on two capital leases of up
to $1,056 per month through March 2005
($6,992), net of deferred interest of $720                      $    6,272

Minimum payments on new capital lease of
$2,512 per month through September 2005
($82,906), net of deferred interest of $13,955                      68,951

Total                                                               75,223

Less current portion                                                26,311

Long-term debt                                                      48,912

Note 5 - Minority Interest

Earnings (losses) applicable to the minority interest are $31,947 and
$(23,568) for the three and six months ended December 31, 2002,
respectively.  Cumulative losses as of June 30, 2002, exceeded the
minority interest investment in the equity capital of the subsidiary.
Such excess losses and any further net 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 6 - 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 7 - Major Customer Revenues



<TABLE>
<CAPTION>
                                                            Three Months Ended          Six Months Ended
                                                                December 31,              December 31,
                                                            2002          2001         2002         2001
<S>                                                         <C>           <C>          <C>          <C>
Website and system development

  Major customer #1                                        $250,000      $      -     $250,000    $      -
  Major customer #2                                         100,000             -      100,000           -
  Major customer #3                                          24,000             -       24,000           -
  Major customer #4                                               -       290,833            -     290,833
  Major customer #5                                               -        30,000            -      90,000
  Major customer #6                                               -         5,000            -      10,000
  Other                                                       2,340             -        2,340           -

                                                            376,340       325,833      376,340     390,833

Subscriptions and customer support

  Major customer #7 (related party)                          32,400       54,000        64,800      86,400
  Major customer #6                                               -       13,375         9,750      32,750
  Other                                                       1,008            -         8,328           -

                                                             33,408       67,375        82,878     119,150

                                                            409,748      393,208       459,218     509,983
</TABLE>


Note 8 - Concentrations of Credit Risk

At December 31, 2002 the Company had bank balances in excess of the
amounts insured by the Federal Deposit Insurance Corporation.

Note 9 - Stock Option Plan

During the three months ended December 31, 2002 the Company granted
employees options to purchase 105,000 shares of the Company's common
stock at $.05 per share. The options vest over a period of three
years. No compensation cost was charged to operations as a result of
granting these options.

As of December 31, 2002 there were cumulative options outstanding to
purchase 4,544,000 shares.

Note 10 - Going Concern

The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern.  At December 31,
2002, current liabilities exceed current assets by $351,181 and the
Company has a deficit in stockholders' equity of $257,329.

In view of these matters, realization of a major portion of the
assets in the accompanying balance sheet is dependent upon continued
operations of the Company, which in turn is dependent upon the
Company's ability to meet its financing requirements, and the success
of its future operations.

Management believes that the following considerations mitigate the
current negative working capital and equity positions:

     - The Company anticipates that its $250,000 line of credit agreement,
       expiring January 28, 2003, will be extended for another year.

     - It is anticipated that the corporate officer who loaned the
       $100,000 to the Company will convert the note to common stock in
       lieu of seeking repayment.

     - The unearned revenue balance of $97,200, included in current
       liabilities, represents deferred revenue to be recognized over the
       following nine months. The related cash outlays would be
       represented only by the costs of providing these services.

Management believes that the following considerations represent
positive steps toward the success of future operations:

     - In October 2002 the Company renewed an agreement with one of its
       major customers. The Company will earn $32,400 per quarter under
       this agreement.

     - In December 2002 the Company completed the initial development
       phases of its services for three major customers. The Company is
       anticipating the commencement of its monthly subscription services
       to two of these customers during the three months ended March 31,
       2003. The third customer decided not to take advantage of the
       Company's subscription services.

     - Subscription services started under one agreement at the $15,000
       per month level as of January 1, 2003. Subscription services are
       anticipated to commence under the second agreement in mid-March
       2003. Initial subscription revenues under this second agreement are
       estimated to be $25,000 per month.

     - The monthly subscription revenues under these agreements are
       projected to increase as additional subscribers are added to the
       system.

Management anticipates that the subscription revenues to be generated
from these new customers, 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 its
obligations for the next twelve months.

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

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

Management's Discussion

New Revenue Sources

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

     - Development and implementation fees:

     (a)  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.

     (b)  Under an October 14, 2002 agreement, TSIH received an
          initial fee of $100,000, for an "E-Development on
          Demand" solution for one of the largest information
          technology companies in the world.

     (c)  On September 13, 2002 TSIH entered into an agreement
          to implement an on-line enrollment system and web
          portal for a regional integrated health delivery
          provider. TSIH received a fee of $24,000 under this
          agreement. This customer decided not to take advantage
          of TSIH's subscription services after the system was completed.

Each of these projects was completed by December 31, 2002 and all of
these fees were recognized as revenue.

The October 14, 2002 agreement at (b) above has been extended through
October 14, 2003 for add-ons to that system.

     - Subscription revenue:

TSIH will receive subscription fees based on the number of users for
each of the two continuing major customers.

Subscription services are anticipated to commence under agreement (a)
above in mid-March of 2003. Initial subscription revenues under this agreement
are estimated to be $25,000 per month. The monthly subscription revenues
under this agreement are projected to increase as additional subscribers are
added to the system.

Subscription services commenced under agreement (b) above as of
January 1, 2003. Initial subscription revenues under this agreement
are $15,000 per month. The monthly subscription revenues under this
agreement are also projected to increase as additional subscribers
are added to the system.

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 agreement for further development of client solutions,
subscription revenue, and the SMI agreement provide a solid base
toward the Company generating sufficient cash flow to meet its
obligations for the next twelve months.

The Company continues to generate interest in its iKEW-based
solutions from additional prospects, and is actively pursuing these
opportunities.

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

Financial Condition at December 31, 2002

(a)  Working Capital

As of December 31, 2002, TSIH had a deficit in working capital of
$351,181.  Working capital used for operations was $142,220 for the
six months ended December 31, 2002. Due primarily to the development
and implementation fees paid during the quarter, working capital of
$94,200 was provided by operations for the three months ended
December 31, 2002.

Trade receivables are all current. Substantially all trade payables
are current as of December 31, 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 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 with
extended expiration dates to January 28, 2003. As of December 31,
2002, the balance owed on this line of credit is $217,977. 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.

The line of credit has been approved for renewal beyond the current
expiration date,  pending Company and guarantor signatures.

TSIH also obtained a $35,000 line of credit. As of December 31, 2002,
the balance owed on this line of credit is $33,174.

(d) Cash Requirements

The agreement for further development of client solutions,
subscription revenue, and the SMI agreement provide a solid base
toward the Company generating sufficient cash flow to meet its
obligations for the next twelve months.

TSIH will need to obtain new client subscription agreements, or
increase the number of subscribers under the current agreements, to
provide for adequate cash flow to finance its operations on a
consistent on-going basis.

Results of Operations

Reported Revenue

The revenues for both the three months and six months ended December
31, 2002 include $374,000 of development and implementation fees from
three major customers.

Three months ended December 31, 2002, with comparison to
three months ended December 31, 2001

TSIH reported earnings for December 2002 of $82,986 compared with net
earnings of $76,984 for December 2001.

Revenues increased by approximately $16,000 for the comparative
three-month periods.

TSIH's revenues have been derived from three to four major customers
each period. The revenue will vary for each period based on the
timing and magnitude of the major projects undertaken for these customers.

Cost of revenues include project management and software engineering
costs, depreciation, and subcontract labor. These costs for
the comparative three-month periods increased by approximately
$25,000. The increase is primarily due to the compensation for a new
project manager and depreciation for additional equipment. Both of
these increases are related to the two new major customers.

Selling and administrative expenses for the comparative three-month
periods increased by approximately $14,000. This is primarily
attributable to the increased compensation and benefits to the CEO.

Six months ended December 31, 2002, with comparison to six
months ended December 31, 2001

TSIH reported a net loss for December 2002 of $162,054 compared with
a net loss of $36,988 for December 2001.

Revenues decreased by approximately $51,000 for the comparative six-
month periods.  TSIH's revenues have been derived from three
to four major customers each period. The revenue will vary for each
period based on the timing and magnitude of the major projects
undertaken for these customers.

Cost of revenues include project management and software engineering
costs, depreciation, and subcontract labor. These costs for
the comparative six-month periods increased by approximately
$27,000. The increase is primarily due to the compensation for
a new project manager and depreciation for additional
equipment. Both of these increases are related to the two new
major customers.

Selling and administrative expenses for the comparative six-month
periods increased by approximately $49,000. This is primarily
attributable to the following factors:

     - Increased net compensation costs of $59,000. Increased
       compensation costs to the CEO were $20,000. Additional
       compensation for the expansion of the marketing staff was
       $24,000. Employee benefits and payroll taxes increased by
       $15,000.

     - Increased telephone expense of $18,000 primarily associated
       with internet lines and long-distance charges.

     - Decreased advertising expense of $33,000 primarily associated
       with the expenditure during the quarter ended September 2001
       to develop a video news promotion.

Item 3.  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 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.

(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 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

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."

Item 4.  Controls and Procedures

Under the supervision and with the participation of our management,
including the  principal executive officer and principal financial
officer, the Registrant has evaluated the effectiveness of the design
and operation of its disclosure controls and procedures within 90
days of the filing date of this quarterly report, and, based on its
evaluation, the principal executive officer and principal financial
officer have concluded that these controls and procedures are
effective. There were no significant changes in the Registrant's
internal controls or in other factors that could significantly affect
these controls subsequent to the date of its evaluation. Disclosure
controls and procedures are those controls and other procedures that
are designed to ensure that information required to be disclosed by
the Registrant in the reports that it files or submits under the
Exchange Act are 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 the Registrant in
the reports that it files under the Exchange Act is accumulated and
communicated to its management, including the principal executive
officer and principal financial officer, as appropriate to allow
timely decisions regarding required disclosure.

PART II -- OTHER INFORMATION

Item 1.  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 2.  Changes in Securities.

None

Item 3.  Defaults Upon Senior Securities.

None

Item 4.  Submission of Matters to a Vote of Security Holders.

None

Item 5.  Other Information.

None

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

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

A.  Exhibits

1.    Consolidated Balance Sheet as of December 31, 2002
2.    Statements of Operations
3.    Statements of Cash Flows
4.    Notes to Consolidated Financial Statements
99.5  Certification Pursuant to Section 906 of the Sarbanes-
      Oxley Act of 2002, Chief Executive Officer
99.6  Certification Pursuant to Section 906 of the Sarbanes-
      Oxley Act of 2002, Chief Financial Officer

B.  Reports on Form 8-K

None.

                                    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:  February 13, 2003


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

Date:  February 13, 2003


     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

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:  February 13, 2003


Jerome K. Thorson
Jerome K. Thorson
CEO


     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

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:  February 13, 2003


Frank W. Backes
Frank W. Backes
CFO