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

                                        Form 10-QSB

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

                      For the quarterly period ended September 30, 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 September 30, 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.                                             12

PART II -- OTHER INFORMATION                                                14

Item 1. Legal Proceedings.                                                  14

Item 2. Changes in Securities.                                              14

Item 3. Defaults Upon Senior Securities.                                    14

Item 4. Submission of Matters to a Vote of Security Holders.                14

Item 5. Other Information.                                                  14

Item 6. Exhibits and Reports on Form 8-K.                                    14

PART I --  FINANCIAL INFORMATION

Item 1.  Financial Statements.

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

                                               ASSETS

                                                      Sept. 30,      June 30,
                                                         2003          2003
                                                     (Unaudited)     (Audited)

CURRENT ASSETS
Cash and cash equivalents                            $   288,495    $  690,462
Accounts receivable                                       23,800         2,115
Prepaid expenses & other current assets                   34,176        31,118

Total current assets                                     346,470       723,695

PROPERTY AND EQUIPMENT AT COST
Computer systems, furniture, and software                226,257       219,638
Furniture & Fixtures                                      12,139        12,139
Vehicle                                                   20,397             -
Less accumulated depreciation                           (119,209)     (109,574)

Property and equipment, net                              139,584       122,203

Total assets                                             486,054       845,898

                          LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES
Notes payable-shareholders (Note 3)                      495,412       641,845
Current portion of capital lease obligations              18,984        24,891
Accounts payable - trade                                  39,390        78,523
Unearned revenue                                         215,938       223,838
  Total current liabilities                              769,724       969,097

NON-CURRENT LIABILITIES
Capital lease obligations, less current portion           35,498        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 September
30, 2003 and June 30, 2003, respectively;                363,358      =356,703
Additional paid-in capital                             5,497,420     5,490,963
Accumulated (deficit)                                 (6,141,762)   (5,968,179)
Treasury stock at cost - 215,000 shares                  (38,184)      (38,184)

Total stockholders' (deficit)                           (319,168)     (158,697)

Total liabilities and stockholders' (deficit)            486,054       845,898

                  See notes to interim consolidated financial statements


                                    3Si Holdings, Inc.
                    Consolidated Statements of Operations (Unaudited)
                    For the Quarters Ended September 30, 2003 and 2002

                                                           2003        2002

Software delivery, consulting and
other service revenues                                  $ 118,887    $  49,470
Cost of revenues                                           83,597       62,255
Gross profit                                               35,290      (12,785)
Selling and administrative expenses                       187,718      228,204
(Loss) earnings from operations                          (152,429)    (240,989)

Other income (expense)
Interest income                                                 -           14
Interst (expense)                                          (8,042)      (4,065)
Loss on purchase of minority interest in subsidiary       (13,112)           -
  Total other income (expense)                            (21,154)      (4,051)
(Loss) earnings before minority interest                 (173,583)    (245,040)
Minority interest (Note 4)                                      -            -
(Loss) earnings before income taxes                      (173,583)    (245,040)
Provision for income taxes (Note 5)                             -            -
 Net (loss) earnings                                     (173,583)    (245,040)

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

Weighted average shares outstanding
Basic                                                  35,727,346   35,456,337
Diluted                                                35,727,346   35,456,337

              See notes to interim consolidated financial statements


                                    3Si Holdings, Inc.
                    Consolidated Statements of Cash Flows (Unaudited)
                   For the Quarters Ended September 30, 2003 and 2002

                                                           2003        2002

Operating activities:
Net (loss) earnings                                     $  (173,583) $(245,040)
Reconciling adjustments:
Loss on purchase of minority interest in subsidiary          13,112          -
Depreciation                                                  9,635      8,620
Changes in operating assets and liabilities:
(Increases)in accounts receivable                           (21,685)    (2,445)
(Increases) in prepaid expenses and other
current assets                                               (3,058)       (60)
(Decrease) increase in accounts payable                     (39,128)        18
(Decreases) in unearned revenue                              (7,900)   (26,088)
Net cash (used for) operating activities                   (222,607)  (264,995)

Investing activities:
Purchases of equipment                                      (27,016)    (2,500)
Net cash (used for) investing activities                    (27,016)    (2,500)
Financing activities:
Repayments on capital lease obligations                      (5,905)    (2,686)
Borrowings on Notes Payable - shareholders                        -    100,000
Repayments of Notes Payable - shareholders                 (146,438)         -
Borrowings on lines of credit                                     -    167,000
Net cash provided by financing activities                  (152,343)   264,314
Net increases (decreases) in cash and cash equivalents     (401,967)    (3,181)
Cash and cash equivalents at beginning of period            690,462     40,003
Cash and cash equivalents at end of period                  288,495     36,822

Supplemental disclosures of cash flow information
Interest paid                                                 8,042      2,690
Income tax paid                                                   -          -

                See notes to interim consolidated financial statements


                   Notes to Interim Consolidated Financial Statements

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

Note 2 - (Loss) Earnings Per Share

Net (loss) earnings per share for the quarters ended September 30,
2003 and 2002, was computed on the basis of the weighted average
number of common shares only, as shares subject to warrants and stock
options would have an anti-dilutive effect.

Note 3 - Notes Payable

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 3.99% as of June 30, 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
September 30, 2003 is $495,412 (unaudited).

Note 4 - Minority Interest and Purchase of iKEW, Inc.

Effective September 23, 2003, the Company executed an agreement with
the minority shareholders of iKEW, Inc. whereby the Company acquired
the remaining 31% interest in its' subsidiary.  As a result, the
Company owns 100% of iKEW.  An additional 655,606 shares of common
stock were issued by the Company to the minority shareholdersof iKEW,
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 September 30,
2003, current liabilities exceed current assets by $423,254, the
Company has a stockholders' (deficit) of ($319,168) and the Company
has 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

New Revenue Sources

The Company is currently negotiating two new agreements that if
consummated will significantly impact revenues for the period October
1, 2003 to June 30, 2004.  These agreements are anticipated to have
start dates in the second or third quarter of FY2004.  Both
opportunities are one time software license purchases with ongoing
maintenance and support.  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
iKEW in enterprises ranging from small to large, including government
and military, and public/private education institutions. 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.

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' IT human resources for
implementation or maintenance, freeing them to focus on the mission
critical systems.

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 companies like Avnet provide access to those
markets. The Company is in the process of negotiating a reseller
agreement with Avnet, Inc.  Terms of the reseller agreement have not
been completed at this time.  The goal for channel sales is for it to
represent 50 percent of total sales.

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 the 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.

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.

Sales Process

The Company presents the iKEW products as a set of business process
tools that are an enabling technology for bringing together disparate
data from various sources and making it available in a secure format
for a small business, a division of a larger corporation or an entire
enterprise. We have the ability to allow a company to choose the
presentation of this information in a variety of formats and to
access it from any where at any time.

The negotiation process has taken as little as 2 months but more
typically is 8 months from the time of initial contact until an
agreement is reached.  During the negotiation process we usually need
to provide prototypes for the potential customer to understand the
capabilities of iKEW. 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 and potential Statement of
Work are reviewed. Our goal in all these transactions is to create a
flexible agreement that refers to a Statement of Work as the defining
document to determine the requirements for each individual
deliverable. This also allows us 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 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.  Currently the Company has
6 projects in the acquisition 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 quarter of FY2004 there is no guarantee that
the Company will close these opportunities.  The Company reserves the
right to change this model at anytime.

Summary

The Company's principal services provided during FY2003 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.

The Company entered into an agreement to provide maintenance and
development services for Wells Fargo during the course of FY2003.
The original contract with Wells Fargo 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.

Significant agreements for additional client revenue are being
negotiated with anticipated start dates in the second or third
quarter of FY2004.  The contract negotiations are with a significant
telecommunications company and are anticipated to be completed in the
second quarter f FY2004.

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, Wells Fargo, and
others.  Second, we continue to pursue the signing of at least one
significant reseller.  In addition to Avnet, the Company is targeting
other potential resellers of the iKEW product family.  Third, the
Company has signed up for a trade show in Philadelphia for December
2003.  The trade show will give the Company opportunities to present
the iKEW product to more than 20 targeted customers.

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 98-4, "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 September 30, 2003

Working Capital

As of September 30, 2003, TSIH had a deficit in working capital of
$423,254.  Working capital used for operations was $222,607 for the
three months ended September 30, 2003.

(a) Trade receivables are all current. Substantially all trade
payables are current as of September 30, 2003.

(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 September 30, 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 10KSB 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 subscription revenue
generated and sales to additional prosects.

Results of Operations

Reported Revenue

The revenues for the three months ended September 30, 2003 was
$118,887 which was primarily from two major customers.  TSIH reported
losses for the three months ended September 2003 of $173,583 compared
with net losses of $245,040 for the three months ended September
2002.  Revenues increased by approximately $69,000 for the
comparative three-month periods.  TSIH's revenues have primarily been
derived from two 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. These costs for the comparative
three-month periods increased by approximately $21,000.   The
increase is primarily due to increased project management costs due
to the increased volume of services provided.  Selling and
administrative expenses for the comparative three-month periods
decreased by approximately $40,000. This is primarily attributable a
reduction in accounting 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 ended September 30, 2003 that have
materially affected, or 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

November 13, 2003

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

November13, 2003