U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
SEPTEMBER 30, 2001

                                        OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
______________ TO ______________

                      COMMISSION FILE NUMBER: 000-09358

                               3Si HOLDINGS, INC.
          (Exact name of Registrant as specified in its charter)

          Wyoming                                           83-0245581
(State or jurisdiction of incorporation                   I.R.S. Employer
        or organization)                                Identification No.)

     6886 South Yosemite Street, Englewood, Colorado           80112
       (Address of Principal Executive Offices)              (Zip Code)

                 Registrant's telephone number:  (303) 749-0210

       Securities registered pursuant to Section 12(b) of the Act: None

         Securities registered pursuant to Section 12(g) of the Act:
                          Common Stock, $0.01 Par Value

     Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports), and (2) been subject to such filing
requirements for the past 90 days.  Yes    X        No   .

     As of September 30, 2001, the Registrant had 41,873,998 shares of common
stock issued and outstanding.

     Transitional Small Business Disclosure Format (check one): Yes   No  X.

                                  TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION                                           PAGE

     ITEM 1.  FINANCIAL STATEMENTS

              INDEPENDENT ACCOUNTANTS' REPORT                               3

              CONSOLIDATED BALANCE SHEET
              AS OF SEPTEMBER 30, 2001                                      4

              CONSOLIDATED STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED
              SEPTEMBER 30, 2001 AND SEPTEMBER 30, 2000                     5

              CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE THREE MONTHS ENDED
              SEPTEMBER 30, 2001 AND SEPTEMBER 30, 2000                     6

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                    7

     ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
              FINANCIAL CONDITION AND RESULTS OF OPERATIONS                10

PART II - OTHER INFORMATION

     ITEM 1.  LEGAL PROCEEDINGS                                            20

     ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS                    20

     ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                              20

     ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS          20

     ITEM 5.  OTHER INFORMATION                                            20

     ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                             20

SIGNATURE                                                                  21

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCAL STATEMENTS.

                           INDEPENDENT ACCOUNTANTS' REPORT

Board of Directors
3Si Holdings, Inc.

We have reviewed the accompanying consolidated balance sheet of
3Si Holdings, Inc. as of September 30, 2001, and the related
statements of operations, and cash flows for the quarters ended
September 30, 2001 and 2000.  These financial statements are the
representation of the management of 3Si Holdings, Inc.

We conducted our review in accordance with standards established
by the American Institute of Certified Public Accountants.  A
review of interim financial information consists principally of
applying analytical procedures to financial data and making
inquiries of persons responsible for financial and accounting
matters.  It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing
standards, the objective of which is the expression of an opinion
regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material
modifications that should be made to the accompanying
consolidated financial statements in order for them to be in
conformity with generally accepted accounting principles.

/s/ Balogh & Tjornehoj, LLP
Balogh & Tjornehoj, LLP
Denver, Colorado
November 1, 2001

                                   3SI HOLDINGS, INC.
                               CONSOLIDATED BALANCE SHEET
                                   September 30, 2001
                                      (Unaudited)

                                         ASSETS

CURRENT ASSETS
  Cash and cash equivalents                                        $    67,421
  Accounts receivable - trade                                           84,428
  Other current assets                                                   5,265

   Total current assets                                                157,114

EQUIPMENT AT COST
  Computer systems and software                                        119,004
  Less accumulated depreciation and amortization                       (46,632)

   Net equipment                                                        72,372

OTHER ASSETS                                                            51,497

Total assets                                                           280,983

                       LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES
  Current portion of long-term debt                                      9,224
  Accounts payable - trade                                              71,413
  Accrued liabilities (Note 3)                                         157,708
  Unearned revenue                                                      21,600
   Total current liabilities                                           259,945

LONG-TERM DEBT                                                            6,179

MINORITY INTEREST                                                        (5,623)

COMMON STOCK SUBJECT TO REDEMPTION (NOTE 3)                           2,211,048

STOCKHOLDERS' (DEFICIT)
  Common stock                                                          378,370
  Additional paid-in capital                                          3,256,174
  Accumulated (deficit)                                              (5,786,926)
  Treasury stock                                                        (38,184)
    Total stockholders' (deficit)                                    (2,190,566)
Total liabilities and stockholders' (deficit)                           280,983

See independent accountants' report and notes to consolidated financial
statements

                                 3SI HOLDINGS, INC.
                       CONSOLIDATED STATEMENTS OF OPERATIONS
                                      (UNAUDITED)

                                                 Three Months     Three Months
                                                     Ended            Ended
                                                 September 30     September 30
                                                     2001             2000

Consulting and other service revenues (Note 6)   $   116,775      $   205,221
Cost of revenues                                      59,545           59,150

  Gross profit                                        57,230          146,071

Selling and administrative expenses                  193,243          143,704

  (Loss) earnings from operations                   (136,013)           2,367

Other income (expense)
  Miscellaneous income                                 1,302            2,172
  Interest expense                                      (783)          (1,284)
    Total other income (expense)                         519              888

     Net (loss) earnings before minority interest   (135,494)           3,255

Minority interest                                     21,522            1,681

    Net (loss) earnings before income taxes         (113,972)           4,936

Income taxes (Note 5)                                      -                -

    Net (loss) earnings from continuing operations  (113,972)           4,936

Gain on disposal of systems integration segment
 (Notes 3 and 4)                                           -           75,000

    Net (loss) earnings                             (113,972)         79,936

Basic and diluted (loss) earnings per common
 share (Note 2)
    Net (loss) earnings from continuing operations        -                -
    Gain on disposal of systems integration segment       -                -

    Net (loss) earnings                                   -                -

Weighted average shares outstanding
  Basic                                          37,621,983        37,289,452
  Diluted                                        37,621,983        41,543,633

See independent accountants' report and notes to consolidated
financial statements

                              3SI HOLDINGS, INC.
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                 Three Months     Three Months
                                                     Ended            Ended
                                                 September 30     September 30
                                                     2001             2000

Operating activities:
  Net (loss) earnings                            $  (113,972)     $   79,936
  Reconciling adjustments:
   Depreciation and amortization                       7,068           4,955
   Gain on disposition of assets                           -         (75,000)
   Income attributable to minority interest          (21,522)         (1,681)
   Changes in operating assets and liabilities:
    Accounts receivable                              (52,980)        (50,216)
    Other assets                                       4,213         (11,320)
    Accounts payable                                  27,631         (96,610)
    Unearned revenue                                  21,600         185,325
      Total adjustments                              (13,990)        (44,547)

   Net cash (used for) provided by operating
   activities                                       (127,962)         35,389

Investing activities:
  Proceeds on sale of assets                               -          75,000
  Equipment purchases                                 (1,023)              -
  Interest accrued on savings                              -            (290)
   Net cash (used for) provided by investing
    activities                                        (1,023)         74,710

Financing activities:
  Payments on capital lease                           (2,070)         (1,689)

   Net cash (used for) financing activities           (2,070)         (1,689)

Net change in cash and cash equivalents             (131,055)        108,410
Cash and cash equivalents at beginning of period     198,476         137,698
Cash and cash equivalents at end of period            67,421         246,108

Supplemental disclosures of cash flow information
  Interest paid                                          783           1,284
  Income tax paid                                          -               -

See independent accountants' report and notes to consolidated
financial statements

                               3SI HOLDINGS, INC.
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (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, 2001, and the results of operations and cash flows for the
quarters ended September 30, 2001, and September 30, 2000.  The
Notes to the Consolidated Financial Statements which are
contained in the June 30, 2001, Form 10-KSB should be read in
conjunction with these Interim Consolidated Financial Statements.

NOTE 2 - (LOSS) EARNINGS PER SHARE

Net (loss) earnings per share for the quarter ended September 30,
2001, was computed on the basis of the weighted average number of
common shares only, as shares subject to stock options and common
stock subject to redemption would have an anti-dilutive effect.

Basic earnings per share for the quarter ended September 30,
2000, was calculated by dividing net earnings by the average
number of common shares outstanding during the year.  Diluted
earnings per common share for the quarter ended September 30,
2000, includes common stock subject to redemption and assumes
conversion of all potentially dilutive stock options.

NOTE 3 - COMMITMENTS AND CONTINGENCIES

Leases

Effective as of September 2001, the Company entered into a two-
year lease for its office space at $1,200 per month.

Contingent Sales Proceeds

TSIH sold the assets of its systems integration business
effective as of May 1, 1999.  The asset purchase agreement
provided for additional contingent payments to TSIH when key
contracts were renewed.  The final contract renewal payment of
$75,000 was received in September 2000 and has been recorded as
gain on disposal of systems integration segment.

The asset purchase agreement also provided for contingent
payments to TSIH of 75% of the profits in excess of contract
renewal payments from the sold business for the first year (April
2000), and 50% of the profits in excess of contract renewal
payments for the second and third years (April 2001 and 2002).
Profits from the sold business have not exceeded contract renewal
payments through April 2001, according to the purchaser's
unaudited calculations, and the purchaser asserts that no
additional contingent payments are due to TSIH at this time.
TSIH has sent the purchaser a notice of objection to the April
2001 calculation of profits from the sold business.  TSIH
believes that the profits from the sold business may be
significantly understated, and that TSIH may be entitled to
contingent payments. Management is unable to take any position at
this time as to the likely outcome of this matter.

The first $157,708 of additional contingent payments earned by
TSIH will be retained by the buyer to pay for compensated
absences for former TSIH employees.  This amount is included
under accrued liabilities in the September 30, 2001 balance
sheet.  TSIH does not intend to make payments on this liability
until the contingent payment issue is resolved.

Common Stock Subject to Redemption

A settlement was reached with a vendor in March 2000.  Storage
Area Network ("SAN"), was owed $2,211,048 at June 30, 1999. SAN
received 6,460,137 shares ("the SAN shares") of TSIH common stock
on March 27, 2000, and the liability to SAN was discharged.

Under the SAN settlement, the SAN shares will be subject to
redemption under the following terms.  All contingent proceeds
received after August 2000 from the May 1999 sale of the systems
integration business (See Contingent Sales Proceeds above) will
be used to redeem the SAN shares.  In addition, TSIH will use 50%
of any capital investment or loans, and 50% of subsequent net
income, to redeem SAN shares.  For redemption payments through
September 2000, the SAN shares shall be transferred back to TSIH
at $.35 per share.  For subsequent redemption payments, the SAN
shares shall be transferred back to TSIH at $.52 per share, or
the then current market price, whichever is higher.  At the point
SAN has received redemption payments totaling $2,211,048, TSIH
will have the right, but not the obligation, to continue
purchasing the SAN shares. Common stock subject to redemption of
$2,211,048 has been recorded on the accompanying balance sheet
(4,252,015 shares at $.52 per share).

TSIH has received a contingent payment of $75,000 in September
2000 and had net earnings for the year ended June 30, 2001, that
must, under the terms of the redemption agreement, be used to
redeem SAN shares. This redemption agreement is being contested,
and consequently no redemptions will be made until after the
dispute is resolved.  On February 28, 2001, TSIH filed a
complaint in the District Court of the State of Colorado
disputing the $2,211,048 liability that was the basis for the
common stock issued to SAN.  This complaint alleges breach of
contract, fraudulent misrepresentation, fraudulent concealment,
diversion of corporate opportunity, theft, violation of
securities laws, and civil conspiracy.  The relief sought
includes, among other things, money damages and rescission of the
settlement agreement, and disgorgement of the SAN shares
discussed above.  Management is unable to take any position at
this time as to the likely outcome of the matter.

NOTE 4 - RESTATEMENT

The sale of substantially all assets effective as of May 1, 1999,
is considered the discontinuation of a business segment.  The
statement of operations for the quarter ended September 30, 2000,
has been revised to add the reporting of discontinued operations.
There is no effect on net loss or equity related to this correction.

The financial statements for the quarter ended September 30,
2000, have also been restated to recognize license and
maintenance fee revenue ratably throughout FY 2001.  Recorded
revenues for the quarter ended September 30, 2000, decreased by
$88,125.  The related earnings attributable to minority interest
has been decreased by $23,251.  The net effect is to decrease
earnings for the quarter ended September 30, 2000, by $64,874.

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

                                                   Three Months Ended
                                                      September 30
                                                  2001              2000

Major customer #1                                 $ 24,375         $165,625

Major customer #2                                   60,000                -

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

Other                                                    -            7,196

   Total Revenue                                  $116,775         $205,221

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

Management's Discussion.

     The Registrant's strategy is to continue to expand the
offering of the KEWi family of products to a broader customer
base.  By partnering with Application Service Providers (ASPs)
and other distribution partners, the Registrant intends to
increase its penetration into the Internet-based software market.
The marketing agreements with Qwest Cyber.Solutions ("QCS") and
SMI International are examples of this strategy.

     The Registrant has been working on the re-architecture of
the KEWi software, which will significantly increase its
functionality. The addition of document management and portal
management to the family of KEWi products, along with the
expansion of capabilities in the knowledge management and request
tracking products, has increased the size of the potential market
for KEWi products and services.

     As of October 2001, the Registrant has entered into an
agreement with Lucent Technologies to develop a web-based portal
beginning in the second quarter of FY 2002. Projected revenues
for FY 2002 under this agreement are $500,000.

     The Registrant has also renewed its agreement with SMI
International to maintain and operate an Internet-based customer
support system through October 2001 for the U.S. Air Force
Operational Space and Support Program. It is anticipated that
this agreement will also be renewed for SMI's fiscal year of
November 2001 to October 2002. The fees under this agreement are
$32,400 per quarter.

Financial Condition at September 30, 2001.

(a)  Working Capital

     As of September 30, 2001, the Registrant had a deficit in
working capital of approximately $103,000.  Working capital used
for operations was $128,000 for the quarter ended September 30,
2001.  Trade receivables include a $60,000 balance earned in July
2001 that will not be paid until customer testing is completed.
All trade payables are current as of September 30, 2001, with the
exception of $17,500 of commissions subject to a payout arrangement.

     Included in the working capital deficit at September 30,
2001 is a $157,708 liability to the May 1999 purchaser of the
Registrant's systems integration business. The Registrant
believes that it is entitled to contingent payments from this
purchaser, and does not intend to make payments on the $157,708
liability until the contingent payment issue is resolved.

(b)  Vendor Settlements.

     A settlement was reached with a vendor, Storage Area Network
("SAN"), in March 2000 whereby SAN received 6,460,137 shares
("the SAN Shares") of the Registrant's common stock and the
liability was discharged.  The SAN shares are subject to
redemption at a predetermined price under the following terms.
All contingent proceeds received after August 2000, from the May
1999 sale of the systems integration business, will be used to
redeem the SAN shares.  In addition, the Registrant will use 50%
of any capital investment or loans, and 50% of net income,
realized after August 2000, to redeem SAN shares.  At the point
SAN has received redemption payments totaling $2,211,048, the
Registrant will have the right, but not the obligation, to
continue purchasing the SAN Shares.

     The Registrant has received a contingent payment of $75,000
in September 2000 and had net earnings for the year ended June
30, 2001, that must, under the terms of the redemption agreement,
be used to redeem SAN shares. This redemption agreement is being
contested, and consequently no redemptions will be made until
after the dispute is resolved.

     On February 28, 2001, the Registrant filed a complaint in
the District Court of the State of Colorado disputing the
$2,211,048 liability that was the basis for the common stock
issued to SAN.  This complaint alleges breach of contract,
fraudulent misrepresentation, fraudulent concealment, diversion
of corporate opportunity, theft, violation of securities laws,
and civil conspiracy.  The relief sought includes, among other
things, money damages, rescission of the settlement agreement,
and disgorgement of the SAN shares discussed above.  Management
is unable to take any position at this time as to the likely
outcome of the matter.

(c)  Contingent Sales Proceeds

     The agreement for the May 1999 sale of the systems
integration business provides for contingent payments to the
Registrant of 75% of the profits in excess of contract renewal
payments from the sold business for the first year (April 2000),
and 50% of the profits in excess of contract renewal payments for
the second and third years (April 2001 and 2002).

     Contract renewal payments of $75,000 and $250,000 were
received in September 2000 and March 2000, respectively.  Profits
from the sold business have not exceeded contract renewal
payments through April 2001, according to the purchaser's
unaudited calculations, and the purchaser asserts that no
additional contingent payments are due to the Registrant at this
time.  The Registrant has sent the purchaser a notice of
objection to the April 2001 calculation of profits from the sold
business.  The Registrant believes that the profits from the sold
business may be significantly understated, and that the
Registrant may be entitled to contingent payments. Management is
unable to take any position at this time as to the likely outcome
of this matter.

     The first $157,708 of additional contingent payments earned
by the Registrant will be retained by the buyer to pay for
compensated absences for former Registrant employees. This amount
is included under accrued liabilities in the September 30, 2001
balance sheet. Management does not intend to make payments on
this balance until the contingent payment issue is resolved.

(d)  Other Sources of Working Capital

     The Registrant is anticipating that the $50,000 escrow
account (held to register the common stock subject to redemption)
will be released in the near future when the Registrant has
fulfilled its obligation to prepare the registration statements.

(e)  Credit Facilities

     The Registrant currently has no line of credit facility in
place.  The provision in the SAN settlement agreement, requiring
that 50% of loan proceeds will be used to redeem the SAN shares,
may impact the Registrant's ability to obtain additional short-
term financing. Management is seeking a $100,000 line of credit
collateralized by anticipated receivables from future web site
development projects.

(f)  Cash Requirements

     Management believes that, with the Lucent Technologies and
SMI agreements to provide services for the year ended June 30,
2002, it has the ability to generate sufficient cash to support
its operations for the next twelve months.

Results of Operations

(a)  Overview

     The Registrant completed the implementation of a paging
system for Storage Technology Corporation during the quarter
ended September 30, 2001.

     The Registrant continues to provide Qwest Cyber.Solutions
("QCS") data storage, software maintenance, and special project
work in FY 2002.

     The Registrant has also renewed its agreement with SMI
International to maintain and operate an Internet-based customer
support system through October 2001 for the U.S. Air Force
Operational Space and Support Program.

(b)  Quarter Ended September 30, 2001, with Comparison to Quarter
Ended September 30, 2000

     The Registrant reported a net loss for September 2001 of
$113,972 compared with restated net earnings of $79,936 for
September 2000.

     Revenues decreased by approximately $88,000 for the quarter
ended September 2001 compared to September 2000.

     The September 2000 revenues include non-recurring $25,000
licensing fees for the use of KEWi software and $120,000 in non-
recurring implementation revenues under the QCS web site
development agreement.

     The September 2001 revenues include $60,000 for the
completion of the Storage Technology Corporation paging system
implementation.

     Cost of revenues did not decrease for the quarter ended
September 2001 compared to September 2000 as the engineering
staff worked on the rearchitecture of the KEWi software.

     Selling and administrative expenses increased by
approximately $49,000 for the quarter ended September 2001
compared to September 2000.  This is primarily attributable to a
$30,000 expenditure for the quarter ended September 2001 to
develop a video news promotion.  Salaries also increased by
$15,000 for these comparable periods related to the hiring of a new CEO.

     A contract renewal payment of $75,000 related to the
agreement for the May 1999, sale of the systems integration
business, was received in September 2000, and has been reported
as gain on disposal of the systems integration segment.  No
future contract renewal payments are provided for in the May 1999 agreement.

Risk Factors.

     The Registrant recognizes that with the trend toward
Internet-based software products, there is a short window of
opportunity where KEWi, 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 the business of the Registrant:

(a)  Product Development.

     There can be no assurance that the Registrant will generate
significant revenues in the future from it 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.  The
Registrant anticipates, based on currently proposed assumptions
relating to its operations (including with respect to costs and
expenditures and projected cash flow from operations), that it
can generate sufficient cash flow to continue its operations for
an indefinite period at the current level without requiring
additional financing.  However, the Registrant will need to raise
additional capital in the next six months, through debt or
equity, to fully implement its sales and marketing strategy and
grow.  In the event that the Registrant's plans change or its
assumptions change or prove to be inaccurate or if cash flow from
operations proves to be insufficient to fund operations (due to
unanticipated expenses, technical difficulties, problem or
otherwise), the Registrant would be required to seek additional
financing sooner than currently anticipated or may be required to
significantly curtail or cease its operations.

(c)  Registrant Only Has Limited Assets.

     The Registrant has only limited assets.  As a result, there
can be no assurance that the Registrant will generate significant
revenues in the future; 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.

(d)  Success of Registrant Dependent on Management.

     The Registrant's success is dependent upon the hiring of key
administrative personnel.  None of the Registrant's officers,
directors, and key employees have an employment agreement with
the Registrant; therefore, there can be no assurance that these
personnel will remain employed by the Registrant.  Should any of
these individuals cease to be affiliated with the Registrant for
any reason before qualified replacements could be found, there
could be material adverse effects on the Registrant's business and
prospects.  In addition, management has no experience in managing
companies in the same business as the Registrant.

     In addition, all decisions with respect to the management
of the Registrant will be made exclusively by the officers and
directors of the Registrant.  Investors will only have rights
associated with ownership interests to make decisions which
effect the Registrant.  The success of the Registrant, to a large
extent, will depend on the quality of the directors and officers
of the Registrant.  Accordingly, no person should invest in the
shares unless he is willing to entrust all aspects of the
management of the Registrant to the officers and directors.

(e)  Control of Registrant by Officers and Directors.

     The Registrant's officers and directors beneficially own
approximately 64% 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 stockholder 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.

(f)  Limitations on Liability, and Indemnification, of Directors and Officers.

     The articles of incorporation of the Registrant provide for
indemnification of officers and directors of the Registrant.  In
addition, the Wyoming Business Corporation Act provides for
permissive indemnification of officers and directors and the
Registrant may provide indemnification under such provisions.
Any limitation on the liability of any director, or
indemnification of directors, officer, or employees, could result
in substantial expenditures being made by the Registrant in
covering any liability of such persons or in indemnifying them.

(g)  Potential Conflicts of Interest Involving Management.

     Currently, only two of the officers and directors of the
Registrant devote 100% of their time to the business of the
Registrant.  However, conflicts of interest may arise in the area
of corporate opportunities which cannot be resolved through arm's
length negotiations.  All of the potential conflicts of interest
will be resolved only through exercise by the directors of such
judgment as is consistent with their fiduciary duties to the
Registrant.  It is the intention of management, so as to minimize
any potential conflicts of interest, to present first to the
board of directors to the Registrant, any proposed investments
for its evaluation.

(h)  Product Distribution and Market Acceptance.

     The Registrant has developed 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.  This model has not yet
been proven within the target market.

(i)  Changing Technologies.

     The Registrant's business is subject to changes in
technology and new service introductions.  Accordingly, the
Registrant's ability to compete will be dependent 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.

(j)  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.  If Internet usage does not grow, the
Registrant may not be able to increase revenues from Internet
advertising and sponsorships which also may harm both the
Registrant's e-commerce business.  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.

(k)  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 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.

(l)  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
additional outages and delays in the future.  These outages and
delays could reduce the level of Internet usage and traffic on
the Registrant's website.  In addition, the Internet could lose
its viability due to delays in the development or adoption of new
standards and protocols to handle increased levels of activity.
If the Internet infrastructure is not adequately developed or
maintained, use of the Registrant's website 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.

(m)  Transactional Security Concerns.

     A significant barrier to Internet e-commerce is the secure
transmission of confidential information over public networks.
Any breach in the Registrant's security could cause interruptions
in the operation of the Registrant's website and have an adverse
effect on the Registrant's business.

(n)  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 one 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 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 its business.  In some
jurisdictions, the Registrant will be required to collect value-
added taxes on the Registrant's fees.  The Registrant's failure
to comply with foreign laws could subject it to penalties ranging
from fines to bans on the Registrant's ability to offer its services.

(o)  Influence of Other External Factors on Prospects for Registrant.

     The industry of the Registrant in general is a speculative
venture necessarily involving some substantial risk. There is no
certainty that the expenditures to be made by the Registrant will
result in a commercially profitable business.  The marketability
of its products will be affected by numerous factors beyond the
control of the Registrant.  These factors include market
fluctuations, and the general state of the economy (including the
rate of inflation, and local economic conditions), which can
affect companies' spending.  Factors which leave less money in
the hands of potential customers of the Registrant will likely
have an adverse effect on the Registrant.  The exact effect of
these factors cannot be accurately predicted, but the combination
of these factors may result in the Registrant not receiving an
adequate return on invested capital.

(p)  No Cumulative Voting

     Holders of the shares are not entitled to accumulate their
votes for the election of directors or otherwise. Accordingly,
the holders of a majority of the shares present at a meeting of
shareholders will be able to elect all of the directors of the
Registrant, and the minority shareholders will not be able to
elect a representative to the Registrant's board of directors.

(q)  Absence of Cash Dividends

     The board of directors does not anticipate paying cash
dividends on the shares for the foreseeable future and intends to
retain any future earnings to finance the growth of the
Registrant's business. Payment of dividends, if any, will depend,
among other factors, on earnings, capital requirements, and the
general operating and financial condition of the Registrant, and
will be subject to legal limitations on the payment of dividends
out of paid-in capital.

(r)  Limited Public Market for Registrant's Securities.

     There has been only a limited public market for the shares
of common stock of the Registrant.  There can be no assurance
that an active trading market will develop or that purchasers of
the shares will be able to resell their securities at prices
equal to or greater than the respective initial public offering
prices.  The market price of the shares may be affected
significantly by factors such as announcements by the Registrant
or its competitors, variations in the Registrant's results of
operations, and market conditions in the retail, electronic
commerce, and Internet industries in general.  The market price
may also be affected by movements in prices of stock in general.
As a result of these factors, investors in the Registrant may not
be able to liquidate an investment in the shares readily, or at all.

(s)  No Assurance of Continued Public Trading Market; Risk
of Low Priced Securities.

     There has been only a limited public market for the common
stock of the Registrant.  The common stock of the Registrant is
currently quoted on the Over the Counter Bulletin Board.  As a
result, an investor may find it difficult to dispose of, or to
obtain accurate quotations as to the market value of the
Registrant's securities. In addition, the common stock is subject
to the low-priced security or so called "penny stock" rules that
impose additional sales practice requirements on broker-dealers
who sell such securities.  The Securities Enforcement and Penny
Stock Reform Act of 1990 requires additional disclosure in
connection with any trades involving a stock defined as a penny
stock (generally, according to recent regulations adopted by the
U.S. Securities and Exchange Commission, any equity security that
has a market price of less than $5.00 per share, subject to
certain exceptions), including the delivery, prior to any penny
stock transaction, of a disclosure schedule explaining the penny
stock market and the risks associated therewith.   The
regulations governing low-priced or penny stocks sometimes limit
the ability of broker-dealers to sell the Registrant's common
stock and thus, ultimately, the ability of the investors to sell
their securities in the secondary market.

(t)  Effects of Failure to Maintain Market Makers.

     If the Registrant is unable to maintain a National
Association of Securities Dealers, Inc. member broker/dealers as
market makers, the liquidity of the common stock could be
impaired, not only in the number of shares of common stock which
could be bought and sold, but also through possible delays in the
timing of transactions, and lower prices for the common stock
than might otherwise prevail.  Furthermore, the lack of market
makers could result in persons being unable to buy or sell shares
of the common stock on any secondary market.  There can be no
assurance the Registrant will be able to maintain such market makers.

(u)  Shares Eligible For Future Sale.

     All of the approximate 26,000,000 shares of common stock
which are currently held, directly or indirectly, by management
have been issued in reliance on the private placement exemption
under the Securities Act of 1933.  Such shares will not be
available for sale in the open market without separate
registration except in reliance upon Rule 144 under the
Securities Act of 1933.  In general, under Rule 144 a person (or
persons whose shares are aggregated) who has beneficially owned
shares acquired in a non-public transaction for at least one
year, including persons who may be deemed affiliates of the
Registrant (as that term is defined under that rule) would be
entitled to sell within any three-month period a number of shares
that does not exceed the greater of 1% of the then outstanding
shares of common stock, or the average weekly reported trading
volume during the four calendar weeks preceding such sale,
provided that certain current public information is then
available.  If a substantial number of the shares owned by these
shareholders were sold pursuant to Rule 144 or a registered
offering, the market price of the common stock could be adversely affected.

Forward Looking Statements.

     The foregoing Management's Discussion and Analysis of
Financial Condition and Results of Operation contains "forward
looking statements" within the meaning of Rule 175 of the
Securities Act of 1933, as amended, and Rule 3b-6 of the
Securities 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 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 market price of
ingredients used in the Registrant's products 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."

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

     Other than as set forth below, 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.

     On February 28, 2001, the Registrant filed a complaint in
the District Court of the State of Colorado disputing the
$2,211,048 liability that was the basis for the common stock
issued to Storage Area Network.  This complaint alleges breach of
contract, fraudulent misrepresentation, fraudulent concealment,
diversion of corporate opportunity, theft, violation of
securities laws, and civil conspiracy.  The relief sought
includes, among other things, money damages and rescission of the
settlement agreement.  Management is unable to take any position
at this time as to the likely outcome of the matter.  For a
further discussion of this matter, see Management's Discussion
and Analysis of Financial Condition and Results of Operations.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

     None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

     Not Applicable.

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.

     Exhibits included or incorporated by reference herein are
set forth in the attached Exhibit Index.

Reports on Form 8-K.

     No reports on Form 8-K were filed during the first quarter
of the fiscal year covered by this Form 10-QSB.

                                   SIGNATURE

     Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


                                               3Si Holdings, Inc.



Dated: November 9, 2001                        By: /s/ Jerome K. Thorson
                                               Jerome K. Thorson
                                               Chief Executive Officer

                                EXHIBIT INDEX

Number                         Exhibit Description

2.1     Agreement and Plan of Reorganization between the
        Registrant, Kimbrough Computer Sales, Inc. d.b.a. 3Si,
        Inc., Fred Slack, Frank Backes and Larry Valdez, dated
        May 28, 1997 (incorporated by reference to Exhibit 10.1
        of the Form 8-K filed on June 9, 1997).

2.2     Transition Agreement between the Registrant, Kimbrough
        Computer Sales, Inc. d.b.a. 3Si, Inc., Fred Slack,
        Frank Backes and Larry Valdez, dated May 28, 1997
       (incorporated by reference to Exhibit 10.2 of the Form
        8-K filed on June 9, 1997).

3.1     Articles of Incorporation, and amendments thereto
        (incorporated by reference to Exhibit 3.1 of the filed
        Registration Statement on Form S-2).

3.2     Certificate of Amendment to Articles of Incorporation
        (incorporated by reference to Exhibit 3.2 of the Form
        10-KSB/A filed on December 19, 2000).

3.3     Bylaws, as amended (incorporated by reference to
        Exhibit 3.2 of the filed Registration Statement on Form S-2).

4.1     Warrant Agreement between the Registrant and One
        Capital Corporation, dated October 22, 1997
        (incorporated by reference to Exhibit 1 of the Form S-8
        filed on July 27, 1998).

4.2     1998 Omnibus Stock Option Plan, dated June 18, 1998
        (incorporated by reference to Exhibit 1 of the Form S-8
        filed on February 3, 2000).

4.3     2000 Non-Qualified Stock Plan, dated June 18, 2000
        (incorporated by reference to Exhibit 4 of the Form S-8
        filed on August 28, 2000).

4.4     Form of Common Stock Purchase Agreement between the
        Registrant and institutional investors (incorporated by
        reference to Exhibit 4.4 of the Form SB-2 filed on
        December 22, 2000).

10.1    Asset Purchase Agreement between the Registrant, 3Si,
        Inc., and PC Specialists, Inc., dated May 7, 1999
        (incorporated by reference to Exhibit 10.1 of the Form
        SB-2 filed on December 22, 2000).

10.2    Settlement Agreement between the Registrant and Storage
        Area Network, Inc., dated March 16, 2000 (incorporated
        by reference to Exhibit 99.1 of the Form 8-K filed on
        March 24, 2000).

10.3    License Agreement between KEWI.net, Inc. and Qwest
        Cyber.Solutions LLC, dated May 22, 2000 (incorporated
        by reference to Exhibit 10.2 of the Form 10-QSB filed
        on November 13, 2000).

10.4    Joint Marketing and Warrant Agreement between KEWi.net,
        Inc. and Qwest Cyber.Solutions LLC, dated May 22, 2000
        (incorporated by reference to Exhibit 10.3 of the Form
        10-QSB filed on November 13, 2000).

10.5    Production Agreement between KEWi.net, Inc., Qwest
        Cyber.Solutions LLC, and BVP Media, Inc., dated May 22,
        2000 (incorporated by reference to Exhibit 10.4 of the
        Form 10-QSB filed on November 13, 2000).

10.6    Promissory Note issued by the Registrant in favor of
        Frank Backes, dated October 8, 2001 (incorporated by
        reference to Exhibit 10.6 of the Form 10-KSB filed on
        October 16, 2001).

10.7    Promissory Note issued by the Registrant in favor of
        Fred Slack, dated October 8, 2001 (incorporated by
        reference to Exhibit 10.7 of the Form 10-KSB filed on
        October 16, 2001).

10.8    Promissory Note issued by the Registrant in favor of
        Felipe Valdez, dated October 8, 2001 (incorporated by
        reference to Exhibit 10.8 of the Form 10-KSB filed on
        October 16, 2001).

21      Subsidiaries of the Registrant (incorporated by
        reference to Exhibit 21 of the Form 10-K filed on
        October 13, 1999).