UNITED STATES
                            SECURITIES AND EXCHANGE COMMISSION
                                 Washington, D.C. 20549

                                      Form 10-QSB

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

                  For the quarterly period ended December 31, 2003

          TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
                For the transition period from _________ to _________


                            Commission file number 000-09358

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

             Wyoming                                  83-0245581
    (State of incorporation)                        (IRS Employer
                                                   Identification No.)


              6886 S. Yosemite Street, Centennial, Colorado 80112
         (Address of Principal Executive Offices, Including Zip Code)

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

     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, 2003:  36,325,943

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

                                 TABLE OF CONTENTS

PART I --  FINANCIAL INFORMATION                                              3

     Item 1.  Financial Statements.                                           3
     Item 2.  Management's Discussion and Analysis of Financial Condition
              and Results of Operations                                       7
     Item 3.  Controls and Procedures.                                       13

PART II -- OTHER INFORMATION                                                 15
     Item 1.  Legal Proceedings.                                             15
     Item 2.  Changes in Securities.                                         15
     Item 3.  Defaults Upon Senior Securities.                               15
     Item 4.  Submission of Matters to a Vote of Security Holders.           15
     Item 5.  Other Information.                                             15
     Item 6.  Exhibits and Reports on Form 8-K.                              15

PART I --  FINANCIAL INFORMATION
     Item 1.  Financial Statements.

                                3Si Holdings, Inc.
                           Consolidated Balance Sheets
          December 31, 2003 (Unaudited) and June 30, 2003 (Audited)

                                      ASSETS



<TABLE>
<CAPTION>
                                                                Dec. 31, 2003          June 30, 2003
                                                                 (Unaudited)             (Audited)
<S>                                                             <C>                    <C>
CURRENT ASSETS
  Cash and cash equivalents                                     $     26,402           $   690,462
  Accounts receivable                                                628,284                 2,115
  Prepaid expenses & other current assets                             17,105                31,118

     Total current assets                                            671,791               723,695

PROPERTY AND EQUIPMENT AT COST
  Computer systems, furniture, vehicle and software                  262,129               231,777
  Less accumulated depreciation                                     (129,269)             (109,574)
  Property and equipment, net                                        132,860               122,203

     Total assets                                               $    804,651           $   845,898

LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES
  Notes payable-shareholders (Note 3)                           $    495,412           $   641,845
  Current portion of capital lease obligations                        31,592                24,891
  Accounts payable and accrued liabilities                            91,089                78,523
  Unearned revenue                                                   275,509               223,838

     Total current liabilities                                       899,509               969,097

NON-CURRENT LIABILITIES
  Capital lease obligations, less current portion                     16,781                35,498

MINORITY INTEREST (NOTE 4)                                                 -                     -

STOCKHOLDERS' (DEFICIT)
  Common stock - authorized 50,000,000
shares of $.01 par value: 36,325,943
and 35,670,337 shares issued and outstanding at
December 31, 2003 and June 30, 2003, respectively                   363,358                356,703
  Additional paid-in capital                                      5,497,420              5,490,963
  Accumulated (deficit)                                          (5,934,233)            (5,968,179)
  Treasury stock at cost - 215,000 shares                           (38,184)               (38,184)

     Total stockholders' (deficit)                                 (111,639)              (158,697)

Total liabilities and stockholders' (deficit)                   $   804,651            $   845,898
</TABLE>


                 See notes to interim consolidated financial statements


                                      3Si Holdings, Inc.
                      Consolidated Statements of Operations (Unaudited)
                        For the Three Month and Six Month Periods
                            Ended December 31, 2003 and 2002



<TABLE>
<CAPTION>

                                               Three Months Ended                  Six Months Ended
                                                   December 31                         December 31
                                               2003          2002                  2003        2002
<S>                                            <C>           <C>                   <C>         <C>
Software delivery, consulting and other
service revenues                               $   516,214   $   409,748           $   635,101 $   459,218

Cost of revenues                                    87,085        82,577               170,683     144,832

  Gross profit                                     429,129       327,171               464,418     314,386

Selling and administrative expenses                213,982       237,440               401,700     465,644

  Earnings (loss) from operations                  215,147        89,731                62,718    (151,258)

Other income (expense)

  Interest (expense)                                (7,618)       (7,076)              (15,660)    (11,141)

Loss on purchase of minority interest in
Subsidiary                                               -             -               (13,112)          -
 Miscellaneous income                                    -           331                     -         345
  Total other income (expense)                      (7,618)       (6,745)              (28,772)    (10,796)

  Earnings (loss) before minority interest         207,529        82,986                33,946    (162,054)

Minority interest (Note 4)                               -             -                     -           -

  Earnings (loss) before income taxes              207,529        82,986                33,946    (162,054)

Provision for income taxes (Note 5)                      -             -                     -           -

   Net earnings (loss)                             207,529        82,986                33,946    (162,054)

Basic and diluted earnings (loss) per
common share (Note 2)                                 0.01          0.00                  0.00        0.00

Weighted average shares outstanding
  Basic                                         36,325,943    35,455,337            36,026,645  35,455,337
 Diluted                                        40,807,986    39,899,337            40,489,666  35,455,337
</TABLE>



             See notes to interim consolidated financial statements


                                      3Si Holdings, Inc.
                   Consolidated Statements of Cash Flows (Unaudited)
                   For the Six Months Ended December 31, 2003 and 2002

                                                          2003        2002

Operating activities:
  Net earnings (loss)                                   $   33,946   $(162,054)
  Reconciling adjustments:
  Loss on purchase of minority interest in subsidiary       13,112           -
  Depreciation                                              19,695      19,834

Changes in operating assets and liabilities:
(Increase)in accounts receivable                          (626,169)     (8,400)
  (Increase) in prepaid expenses and other
current assets                                              14,012      (7,028)
Increase (decrease) in accounts payable and
accrued liabilities                                         18,474     (26,448)
  Increase in unearned revenue                              51,671      64,800

  Net cash (used for) operating activities                (475,259)   (119,296)

Investing activities:
  Purchases of equipment                                   (30,352)     (6,344)
  Net cash (used for) investing activities                 (30,352)     (6,344)

Financing activities:
  Repayments on capital lease obligations                  (12,016)     (9,718)
  Borrowings on notes payable - shareholders                     -     133,174
  Repayments of notes payable - shareholders              (146,433)          -
  Borrowings on lines of credit                                  -     102,977

  Net cash (used for) provided by financing activities    (158,449)    226,433

Net increase (decrease) in cash and cash equivalents      (664,060)    100,793

Cash and cash equivalents at beginning of period           690,462      40,003

Cash and cash equivalents at end of period                  26,402     140,796

Supplemental disclosures of cash flow information
  Interest paid                                             15,660      10,674
  Income tax paid                                                -           -

              See notes to interim consolidated financial statements


                              3Si Holdings, Inc.
            Notes to Interim Consolidated Financial Statements
                        December 31, 2003 (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, 2003, the
results of operations for the quarters and six months ended December
31, 2003, and December 31, 2002 and the statements of cash flows for
the six month periods ended December 31, 2003 and December 31, 2002.
The Notes to the Consolidated Financial Statements which are
contained in the June 30, 2003, Form 10-KSB should be read in
conjunction with these Interim Consolidated Financial Statements.

Note 2 - Earnings (Loss) Per Share

Basic net earnings  (loss) per share for the quarters and six month
periods ended December 31, 2003 and 2002, was computed on the basis
of the weighted average number of common shares outstanding for the period.

Diluted earnings per share reflects the potential dilution that could
occur if options or warrants were exercised into common stock and
then shared in the earnings of the Company.  For the six-month period
ended December 31, 2002, the outstanding options and warrants were
not included in the calculation of diluted earnings per share because
their effect would be anti-dilutive.

Note 3 - Notes Payable

The President and CEO of the Company has extended the Company access
to his own personal $500,000 line of credit on the same terms and
conditions. Interest is payable monthly and accrues at an interest
rate equal to 4% as of December 31, 2003.  The debt has been
classifed as current on the accompanying balance sheet due to the
fact that the shareholder may call the debt at any time.  The balance
as of December 31, 2003 is $495,412 (unaudited).

Note 4 - Minority Interest and Purchase of KEWI.net, Inc.

Effective September 23, 2003, the Company executed an agreement with
the minority shareholders of KEWI.net, Inc. whereby the Company
acquired the remaining 31% interest in this subsidiary.  As a result,
the Company owns 100% of KEWI.net, Inc.  An additional 655,606 shares
of common stock were issued by the Company to the minority
shareholdersof KEWI.net, Inc.  Thus, the Company recorded the
issuance of the Company's shares of common stock as a loss on the
statement of operations.

Note 5 - Income Taxes

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

Note 6 - Going Concern

The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern.  At December 31,
2003, current liabilities exceed current assets by $227,718, the
Company has a stockholder's (deficit) of ($111,639) and prior to the
most recent six month period the Company incurred significant
operating losses.  The Company has limited access to additional
working capital at this time.  These factors raise substantial doubt
about the Company's ability to continue as a going concern.  The
financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts
and classifications of liabilities that might be necessary in the
event the Company cannot continue in existence.

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

Management's Discussion

Company Services

The Company provides a set of business process tools and technology
that enable its potential and existing customers to integrate
disparate data from various sources, thereby making specialized data
available in a secure format for use by designated members of a small
business, a division of a larger corporation or an entire enterprise,
which is known as the iKEW Product.  Once an interface is
implemented, the Company can customize the features available through
the integrated iKEW Product to allow its customers to choose the
presentation of this information in a variety of formats and to
access it from any where at any time.

This customer centric model allows a customer to log on once and
touch all the various sources of information that customer utilizes.
This one time log on provides a single access point to multiple
sources of information such as general industry web sites, company
specific internal systems such as finance and marketing or
organizational expertise such as live subject matter experts.    In
addition the iKEW family of products has been used to provide product
comparison and price comparison capabilities.

Sales Process

The sales process can be accomplished in as little as two (2) months,
but typically has involved a negotiation process of eight (8) months
from the time of initial contact until an agreement is reached.
During the negotiation process, the Company usually needs to provide
prototypes for the potential customer to understand the capabilities
of the iKEW Product.  Potential customers also like to have access to
a demonstration system to better understand how they can use and
manipulate the technology.  This typically leads to a negotiation
with their management team where the costs are reviewed and the
specific designs and services to be provided by the Company are
developed in a written Statement of Work

It is the goal of the Company in all transactions to create a
flexible agreement that refers to a Statement of Work (SOW) as the
defining document to determine the requirements for each individual
deliverable.  This also allows the Company to attach future SOWs to
the contract as additional tasks.  As part of this strategy we
provide ourselves the flexibility to either use our ASP model (as
defined below) for recurring revenue or the one time purchase of a
software license with ongoing maintenance.  In either case the sales
cycle is basically the same.  Corporate financing will continue to
impact the available resources that can be allocated to potential
customer opportunities.  Our business model allows us to capture
deals as small as $50,000 and large multi-million dollar
opportunities.  The Company reserves the right to change this model
at anytime.

Revenue Cycle

The revenue cycle of the Company is a reflection of the sales cycle
and nature of the Company product sales.  When the Company sells a
software license and installs the product, there is typically a full
and complete sale of that product.  This triggers revenue recognition
and depending on payment terms of the product it may require a
significant cash payment by the customer.  Ongoing maintenance and/or
customization of the product often provide monthly revenue and cash
flow following the actual sale and installation however is normally
in much lower financial amounts than the initial sale and
installation.  The result of this cycle is that the Company benefits
from significant influxes of cash but then may have extended periods
of minimal cash flow.  This results in wide fluctuations of cash on
hand and accounts receivable.

As an example of these fluctuations, subsequent to the date of this
10-QSB, the Company collected over $595,000 in January 2004 of the
December 31, 2003 accounts receivable shown on this 10-QSB.

New Revenue Sources

The Company successfully negotiated two new agreements during the
current period, and will be providing ongoing maintenance and
support.  These agreements had start dates in December 2003.  The
Company is currently negotiating a new agreement that if consummated
will significantly impact revenues in the third or fourth quarters of
FY 2004.  This agreement is anticipated to have a start date in the
third or fourth quarter of FY 2004.  This opportunity is to provide
collaboration services with a wireless collaboration company.  There
is no guarantee that negotiations will be completed, however the
Company remains optimistic.  Other opportunities described in this
management discussion are in the pre-negotiation phase of the sales cycle.

Targeted Markets

The Company believes that opportunities exist for all components of
the iKEW Product in enterprises ranging from small to large,
including government and military, and public/private education
institutions. The Company categorizes small companies as $50 million
to $500 million in revenue, medium companies as $500 million to $1
billion in revenue and enterprises as in excess of $1 billion in
revenue.  The Company will continue to pursue these opportunities as
a key factor for growth and brand recognition. The Company
anticipates that large enterprises will generate significant revenue
from licensing and reselling. These customers are cost sensitive and
will provide the user volume needed to keep the Company profitable
and generate positive cash flow. The architecture of iKEW allows
support for multiple customers from a single infrastructure, keeping
costs low and attractive to this market.

To further promote the brand recognition of the iKEW Product, the
Company is currently in the process of applying for federal trademark
protection of the slogans and related marks which are used to market
and promote its products.

Enterprise Market

Large enterprises can reap significant benefits. These companies have
very large, expensive information technology staffs, and their
priorities are to the mission critical systems. They tend to be
geared toward large, complex projects, and find it difficult to
adjust to rapidly changing business environments and "Internet time."
The Company's strategy for these organizations is to offer them a
license, with annual maintenance. The Real World Simplicity of iKEW
does not require the corporations' information technology human
resources for implementation or maintenance, freeing them to focus on
the mission critical systems.

Channel Sales

Channel sales are those sales provided by resellers of the iKEW
technology.  These resellers typically focus on using the iKEW
technology in their vertical markets, such as professional services
or price comparision products.  The Company expects channel sales
will be a significant growth vehicle for the Company. The Company
does not have the resources to hire a global sales force at this
time, so it relies on contractual relationships that it develops to
provide access to and service those markets. The Company has been in
the process of negotiating a reseller agreement with a couple of
established organizations which could provide enterprise and vertical
focuses.  Terms of the reseller agreement have not been completed at
this time, but the goal would be to develop a significant additional
source of revenue through channel sales opportunities.

Vertical Markets

Education is one of the markets that the Company will continue to
focus on. One issue that the iKEW product family addresses is how to
deliver training in a cost effective manner. They want to limit or
eliminate travel related expense to keep the cost of training as low
as possible.  Another issue faced is how to secure this environment
over the Internet, and iKEW solves this with world-class proprietary
security.  The Company continues to pursue educational initiatives
through the internal organizations of various companies, as well as
public and private educational institutions.

Price Comparison Solutions is another market that the Company will
continue to target.  One example of the price comparison market is an
Overnight Mail Service price comparison solution. With Overnight Mail
Service, addresses are certified against the United States Postal
Service database, prices from different carriers are provided, labels
are created, and links are available to track packages.

Governments at all levels have time-to-market requirements as well.
The Company believes that an iKEW implementation could provide
increased productivity achieved by simplification of information
distribution, reduction in IT resources, and a reduction in travel.
Significant opportunity exists within government for the complete set
of iKEW capabilities.

Small to Medium-sized Business Market

Small to medium sized enterprises can take advantage of iKEW's
strengths, low cost, and rapid implementation. These types of
enterprises need to be very cost conscience and, at the same time,
improve their time to market. iKEW's Application Service Provider
(ASP) delivery model reduces the need for any capital investment.
All that is required is access to a web browser and an Internet
connection to take advantage of the iKEW capabilities.  The Company
continues to upgrade its iKEW Product, and believes that the next
major release will make this market segment more accessible.

Summary

The Company's principal services provided during FY2003 and early
FY2004 were portal and collaborative tools, web-site development and
notification system implementation using the iKEW products, and
licensing of the iKEW Internet-based content management and
collaboration.  Currently the Company has 8 projects in the sales
process representing an increase in the Company's sales pipeline
compared to the sales pipeline during the fourth quarter of FY2003.
While the sales pipeline has shown an increase in the first and
second quarters of FY2004 there is no guarantee that the Company will
close these opportunities.

The Company entered into an agreement to provide maintenance and
development services for large financial institution during the
course of FY2003 and was able to leverage that experience to close
business in the second quarter with a large telecommunications
provider based in Ashburn, VA.  The original contract with the
financial institution was converted from a payment per transaction
agreement to a traditional software licensing agreement with the
purpose of capturing a known amount of revenue rather than risking
future transactional based revenue.  A contract remains in place for
the continuation of support and ongoing services as defined in
separate statements of work.  An ongoing maintenance agreement
provides for annual maintenance revenue.

The Company entered into and completed delivery of an Educational
System to Hewlett Packard Corporation during FY2003.  A contract
remains in place should Hewlett Packard choose to execute additional
services. HP's reorganization with Compaq has put any further work on
hold.  No new revenue is expected from HP at this time.

The Company successfully negotiated two agreements with a significant
telecommunications company for software license purchases with
ongoing maintenance and support.  Both agreements had start dates in
the second quarter of FY2004.

The Company is currently in negotiations with a transaction support
company to provide iKEW and related services with an expected start
date in March to April time frame.  There is no guarantee that these
negotiations will be completed.

The Company continues to receive interest in its iKEW-based solutions
from additional prospects, and is actively pursuing these
opportunities.  The Company expects to increase its revenue through
three marketing efforts. First, continued direct marketing to a
focused set of customers.  This has delivered many of our most
successful clients to date, including Lucent, HP, and others.
Second, we continue to pursue the signing of at least one significant
reseller and is targeting other potential resellers of the iKEW
product family.  Third, the Company attended a trade show in
Philadelphia for December 2003 and is pursuing potential
opportunities with potential customers who were presented the iKEW
services and capabilities at the trade show.

Critical Accounting Policies

Revenue Recognition - The Company's revenue recognition policies are
in compliance with all applicable accounting regulations, including
American Institute of Certified Public Accountants ("AICPA")
Statements of Position ("SOP") 97-2 and 98-9, "Software Revenue
Recognition". These statements provide criteria to be met in order
for revenue to be recognized. In summary, the Company recognizes
revenues from the sale of software products when it can be determined
that persuasive evidence of an arrangement exists, delivery has
occurred, the vendor's fee is fixed or determinable and
collectibility is probable. Revenues from other contract services are
generally recognized under the percentage-of-completion method, as
measured by achievement of the milestones specified in the
agreements. Maintenance and support revenues are recognized ratably
over the term of the related agreements. The iKEW software is
licensed to the users on a monthly subscription basis. License
revenue is recognized monthly as the service is provided.

Financial Condition at December 31, 2003

Working Capital

As of December 31, 2003, the Company had a deficit in working capital
of $227,718.  Working capital used for operations was $475,259 for
the six months ended December 31, 2003.

(a) Trade receivables are all current. Substantially all trade
payables are current as of December 31, 2003.  Subsequent to the date
of this 10-QSB, the Company collected over $595,000 in January 2004
of the December 31, 2003 accounts receivable shown on this 10-QSB.

(b) Other Sources of Working Capital and Credit Facilities

The President and CEO of the Company has extended the Company access
to his own personal $500,000 line of credit on the same terms and
conditions.  Interest is payable monthly and accrues at an interest
rate equal to 4.0% as of December 31, 2003.  The debt has been
classified as current on the accompanying balance sheet due to the
fact that the lender may call the debt at any time.  The Company does
not have any replacement financing in place if the CEO were to call
the debt.  There have not been any negotiations with financial
institutions since the FY2003 Form 10-KSB was filed.

(c) Cash Requirements

The Company's ability to meet its obligations for the next twelve
months will depend largely on the amount of software license revenue
generated and sales to additional prospects.  Subsequent to the date
of this 10-QSB, the Company collected over $595,000 in January 2004
of the December 31, 2003 accounts receivable shown on this 10-QSB.

Results of Operations

Reported Revenue

The revenues for the three month and six month periods ended December
31, 2003 was $516,214 and $635,101, respectively, compared to
$409,748 and $459,218, respectively, for the three month and six
month periods ended December 31, 2002.  Revenues increased by
approximately $106,000 and $176,000, respectively, for the three and
six month periods ended December 31, 2003, compared to the three and
six month periods ended December 31, 2002.

The revenues have primarily been derived from two to three major
customers each period.  The revenue will vary for each period based
on the timing and magnitude of the major projects undertaken for
these and other potential customers.  Cost of revenues includes
project management and software engineering costs, depreciation, and
subcontract labor. Cost of revenues for the comparative three and six
month periods increased by approximately $5,000 and $26,000,
respectively.   The increases are primarily due to increased project
management costs due to the increased volume of services provided.
Selling and administrative expenses decreased for the comparative
three and six month periods by approximately $23,000 and $64,000
respectively. This is primarily attributable to a reduction in
professional service fees and reduced staff and associated costs.

Risk Factors

The Company 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 Company will be able to
capture and maintain enough market share to compete successfully in
the future.  The Company sees the following risk factors associated
with its business:

(a)  Product Development

There can be no assurance that the Company will generate significant
revenues in the future from its developed products; and there can be
no assurance that the Company will operate at a profitable level.  If
the Company is unable to obtain customers and generate sufficient
revenues so that it can profitably operate, the Company's business
will not succeed.  In such event, investors in the shares of common
stock of the Company may lose their entire investment.

As a result of the fixed nature of many of the Company's expenses,
the Company may be unable to adjust spending in a timely manner to
compensate for any unexpected delays in the marketing of the
Company's products or any capital raising or revenue shortfall.  Any
such delays or shortfalls will have an immediate adverse impact on
the Company's business, operations and financial condition.

(b)  Significant Working Capital Requirements

The working capital requirements associated with the plan of business
of the Company will continue to be significant.

(c)  Control of the Company by Officers and Directors

The Company's officers and directors beneficially own approximately
73% of the outstanding shares of the Company'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 Company.
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 Company.

(d)  Product Distribution and Market Acceptance

The Company 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 Company's target market; however, interest in this method of
delivery has been expressed by the Fortune 100 corporations that have
recently contracted with the Company.

(e)  Changing Technologies

The Company's business is subject to changes in technology and new
service introductions.  Accordingly, the Company'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 Company'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 Company
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 Company'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 Company'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 Company'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 Company does not compete effectively or if
it experiences any pricing pressures, reduced margins or loss of
market share resulting from increased competition, the Company'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 Company 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 Company web site may be reduced.  Even if the
Internet infrastructure is adequately developed, and maintained, the
Company may incur substantial expenditures in order to adapt its
services and products to changing Internet technologies.  Such
additional expenses could severely harm the Company's financial results.

(i)  Governmental Regulation of the Internet.

The Company 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 Company does business, or could create uncertainty
in the marketplace.  This could reduce demand for the Company's
services or increase the delivery costs, or could otherwise harm the
Company's business.  In addition, foreign jurisdictions may claim
that the Company is required to comply with their laws.  In some
jurisdictions, the Company will be required to collect value-added
taxes on the Company's fees.  Failure to comply with foreign laws
could subject the Company to penalties ranging from fines to bans on
its ability to offer services.

(j)  Shares Eligible for Future Sale

All of the 26,655,766 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 Company
(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 Company's business strategies,
continued growth in the Company's markets, projections, and
anticipated trends in the Company'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 Company's expectations and are subject to a
number of risks and uncertainties, certain of which are beyond the
Company's control.  The Company 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 Company's products, competitive pricing
pressures, changes in the cost of providing Company's services   and
the level of expenses incurred in the Company'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 Company disclaims any intent or
obligation to update "Forward-Looking Statements."

Item 3.  Controls and Procedures.

Evaluation of The Company's Disclosure Controls and Internal Controls

As of the end of the period covered by this quarterly report on Form
10-Q, The Company evaluated the effectiveness of the design and
operation of its "disclosure controls and procedures," or "Disclosure
Controls." This evaluation, or "Controls Evaluation," was performed
under the supervision and with the participation of management,
including our Chief Executive Officer and Chief Financial Officer.

CEO and CFO Certifications

Attached as exhibits to this quarterly report, there are
"Certifications" of the CEO and the CFO Pursuant to section 302 of
the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) Certification). This
Controls and Procedures section of the quarterly report includes the
information concerning the Controls Evaluation referred to in the
Rule 13a-14(a) Certifications and it should be read in conjunction
with the Rule 13a-14(a) Certifications for a more complete
understanding of the topics presented.

Disclosure Controls and Internal Control over Financial Reporting

Disclosure Controls are procedures designed to ensure that
information required to be disclosed in our reports filed under the
Exchange Act, such as this quarterly report, is recorded, processed,
summarized and reported within the time periods specified in the U.S.
Securities and Exchange Commission's rules and forms. Disclosure
Controls are also designed to ensure that such information is
accumulated and communicated to our management, including the CEO and
CFO, as appropriate to allow timely decisions regarding required
disclosure. Internal control over financial reporting is a process
designed by, or under the supervision of, the issuer's principal
executive and principal financial officers, and effected by the
issuer's board of directors, management and other personnel, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles
and includes those policies and procedures that:

     -  Pertain to the maintenance of records that in reasonable detail
        accurately and fairly reflect the transactions and dispositions of
        the assets of the issuer;

     -  Provide reasonable assurance that transactions are recorded as
        necessary to permit preparation of financial statements in accordance
        with generally accepted accounting principles, and that receipts and
        expenditures of the issuer are being made only in accordance with
        authorizations of management and directors of the issuer; and

     -  Provide reasonable assurance regarding prevention or timely
        detection of unauthorized acquisition, use or disposition of the
        issuer's assets that could have a material effect on the financial
        statements.

Limitations on the Effectiveness of Controls

Our management, including the CEO and CFO, does not expect that our
Disclosure Controls or our internal control over financial reporting
will prevent all error and all fraud. A control system, no matter how
well designed and operated, can provide only reasonable, not
absolute, assurance that the control system's objectives will be met.
Further, the design of a control system must reflect the fact that
there are resource constraints, and the benefits of controls must be
considered relative to their costs. Because of the inherent
limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of
fraud, if any, within The Company have been detected. These inherent
limitations include the realities that judgments in decision-making
can be faulty, and that breakdowns can occur because of simple error
or mistake. Controls can also be circumvented by the individual acts
of some persons, by collusion of two or more people, or by management
override of the controls. The design of any system of controls is
based in part upon certain assumptions about the likelihood of future
events, and there can be no assurance that any design will succeed in
achieving its stated goals under all potential future conditions.
Over time, controls may become inadequate because of changes in
conditions or deterioration in the degree of compliance with its
policies or procedures. Because of the inherent limitations in a
cost-effective control system, misstatements due to error or fraud
may occur and not be detected.

Conclusions

Based upon the Controls Evaluation, our CEO and CFO have concluded
that, subject to the limitations noted above, our Disclosure Controls
are effective to ensure that material information relating to The
Company is made known to management, including the CEO and CFO,
particularly during the period when our periodic reports are being prepared.

There have been no changes in our internal control over financial
reporting during the quarter or six month periods ended December 31,
2003 that have materially affected, or that are reasonably likely to
materially affect, our internal control over financial reporting.

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.

Effective September 23, 2003, the Company executed an agreement with
the minority shareholders of iKEW.net whereby the Company acquired
the remaining 31% interest in its subsidiary.  As a result, the
Company owns 100% of iKEW.  This action resulted in the issuance of
655,606 shares of 3Si Holdings, Inc. stock.

Item 3.  Defaults Upon Senior Securities.

None

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

On September 23, 2003 KEWi.net held a shareholder meeting to vote on
the conversion of KEWi.net shares into shares of 3Si Holdings, Inc.
on a one for one basis.  The vote unanimously passed.  The directors
of the Company approved the conversion of KEWi.net stock to 3Si
Holdings shares.

Item 5.  Other Information.

None

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

(a) Exhibit Index

31.01   Certification of the Chief Executive Officer Pursuant to
        Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a)
        Certification).

31.02   Certification of the Chief Financial Officer Pursuant to
        Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a)
        Certification).

32.01   Certification of the Chief Executive Officer Pursuant to
        Section 906 of the Sarbanes-Oxley Act of 2002.

32.02   Certification of the Chief Financial Officer Pursuant to
        Section 906 of the Sarbanes-Oxley Act of 2002.

(b) Reports on Form 8-K

None for this reporting period

                                   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, 2004

                                       By:/s/ Frank W. Backes
                                       Frank W. Backes, CTO/CFO
Date:  February 13, 2004