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

                                     Form 10-QSB
                             __________________________

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

   For the quarterly period ended 	December 31, 2004

   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.
X  Yes      No

The number of shares outstanding of each of the issuer's classes of
common equity, as of December 31, 2004:  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.                                       15

PART II -- OTHER INFORMATION                                               17
   Item 1.  Legal Proceedings.                                             17
   Item 2.  Changes in Securities.                                         17
   Item 3.  Defaults Upon Senior Securities.                               17
   Item 4.  Submission of Matters to a Vote of Security Holders.           17
   Item 5.  Other Information.                                             17
   Item 6.  Exhibits and Reports on Form 8-K.                              17

PART I -- FINANCIAL INFORMATION

Item 1.  Financial Statements.

                                 3Si Holdings, Inc.
                     Condensed Consolidated Balance Sheets
            December 31, 2004 (Unaudited) and June 30, 2004 (Audited)

ASSETS

                                              Dec. 31, 2004       June 30, 2004

CURRENT ASSETS
  Cash and cash equivalents                   $    120,836        $    258,864
  Accounts receivable                                2,500              51,563
  Prepaid expenses and other current assets         13,456              11,335

     Total current assets                          136,792             321,762

PROPERTY AND EQUIPMENT AT COST
  Computer systems, furniture, vehicle and
  software                                         268,428             268,428

  Less accumulated depreciation                   (172,395)           (151,725)
  Property and equipment, net                       96,033             116,703

Total assets                                       232,825             438,465

                        LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES
  Notes payable-shareholders (Note 3)               538,294            495,412
  Current portion of capital lease obligations       21,742             28,140
  Accounts payable - trade                           57,847             22,663
  Unearned revenue                                  219,738             99,974

    Total current liabilities                       837,621            646,189

NON-CURRENT LIABILITIES
  Capital lease obligations, less current
portion                                                   -              7,370

STOCKHOLDERS' (DEFICIT)
  Common stock - authorized 50,000,000 shares of
  $.01 par value: 36,325,943 shares issued and
  outstanding at December 31, 2004 and
  June 30, 2004                                     363,358            363,358
  Additional paid-in capital                      5,497,420          5,497,420
  Accumulated (deficit)                          (6,427,390)        (6,037,688)
  Treasury stock at cost - 215,000 shares           (38,184)           (38,184)

    Total stockholders' (deficit)                  (604,796)          (215,094)

Total liabilities and stockholders' (deficit)       232,825            438,465

       See notes to interim condensed consolidated financial statements.


                                 3Si Holdings, Inc.
            Condensed Consolidated Statements of Operations (Unaudited)
                   For the Three Month and Six Month Periods
                        Ended December 31, 2004 and 2003



<TABLE>
<CAPTION>
                                                    Three Months Ended             Six Months Ended
                                                        December 31                   December 31
                                                    2004           2003            2004        2003
<S>                                                 <C>            <C>             <C>         <C>
Software delivery, consulting and other service
Revenues                                            $   98,419     $  516,214      $  152,374  $  635,101
Cost of revenues                                        78,159         87,085         156,873     170,683

Gross profit                                            20,260        429,129          (4,499)    464,418

Selling and administrative expenses                   (174,475)      (213,982)       (371,817)   (401,700)

Earnings (loss) from operations                       (154,215)       215,147        (376,316)     62,718

Other income (expense)
Interest (expense)                                      (6,854)        (7,618)        (13,386)    (15,660)
Loss on purchase of minority interest in Subsidiary          -              -               -     (13,112)
Miscellaneous income                                         -              -               -           -
  Total other income (expense)                          (6,854)        (7,618)        (13,386)    (28,772)

Earnings (loss) before minority interest              (161,069)       207,529        (389,702)     33,946

Minority interest (Note 4)                                   -              -               -           -

Earnings (loss) before income taxes                   (161,069)       207,529        (389,702)     33,946

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

 Net earnings (loss)                                  (161,069)       207,529        (389,702)     33,946

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

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



        See notes to interim condensed consolidated financial statements.


                                      3Si Holdings, Inc.
                  Condensed Consolidated Statements of Cash Flows (Unaudited)
                    For the Six Months Ended December 31, 2004 and 2003

                                                              2004     2003

Operating activities:

Net earnings (loss)                                         $(389,702) $ 33,946
Reconciling adjustments:

Loss on purchase of minority interest in subsidiary                 -    13,112
Depreciation                                                   20,670    19,695
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable                     49,063 (626,169)
(Increase) decrease in prepaid expenses
  and other current assets                                     (2,121)   14,012
Increase (decrease) in accounts payable and
accrued liabilities                                            35,184    18,474
Increase in unearned revenue                                  119,764    51,671

Net cash (used for) operating activities                    (167,142) (475,259)

Investing activities:
Purchases of equipment                                             -   (30,352)

Net cash (used for) investing activities                           -   (30,352)

Financing activities:
Repayments on capital lease obligations                      (13,768)  (12,016)
Borrowings on notes payable - shareholders                    42,882         -
Repayments of notes payable - shareholders                         -  (146,433)

Net cash provided by (used for) financing activities          29,114  (158,449)

Net (decrease) in cash and cash equivalents                 (138,028) (664,060)
Cash and cash equivalents at beginning of period             258,864   690,462

Cash and cash equivalents at end of period                   120,836    26,402

Supplemental disclosures of cash flow information
Interest paid                                                 13,386    15,660

Income tax paid                                                    -         -

      See notes to interim condensed consolidated financial statements.


          Notes to Interim Condensed Consolidated Financial Statements

                                3Si Holdings, Inc.
            Notes to Condensed Consolidated Financial Statements
                               December 31, 2004

Note 1 - Managements' 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, 2004, and the
results of its operations and cash flows for the quarters and six
month periods ended December 31, 2004, and December 31, 2003.  The
Notes to the Condensed Consolidated Financial Statements which are
contained in the June 30, 2004, Form 10-KSB should be read in
conjunction with these Interim Consolidated Financial Statements.

Note 2 - (Loss) Per Share

     Basic net earnings (loss) per share for the quarters and
six month periods ended December 31, 2004 and 2003, was computed on
the weighted average number of common shares outstanding.

     Diluted earnings per share reflects the potential
dilution that could occur if options and warrants were converted
into common stock and then share in the earnings of the Company.  For
the quarter and the six month periods ended December 31, 2004 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 Company, in the past, has availed itself of the
$500,000 personal line of credit that was extended by its President
and Chief Executive Officer, Jerome K. Thorson, who is also a
Director and shareholder of the Company, and has been making monthly
interest payments that accrue at an interest rate equal to 5.0% as of
December 31, 2004.  The debt has been classified as current on the
accompanying balance sheet due to the fact that the shareholder may
call the debt, which has a balance of $495,412 (unaudited) as of
December 31, 2004.

     Notwithstanding the resignation of Mr. Thorson, which has
been disclosed in a Form 8-K filing as of February 7, 2005, the line
of credit referenced above does remain in place under the same terms
and conditions.  The Company has not received any assurances as to
how long it may avail itself of the line of credit, but the
shareholder is to remain as a member of the Board of Directors of the
Company.

     The CTO/CFO of the Company has extended the Company access
to his own personal $50,000 line of credit on the same terms and
conditions.  Interest is payable monthly and accrues at an interest
rate equal to 7.5% as of December 31, 2004.  The debt has been
classified 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, 2004 is $42,882.

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 shareholders of 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, 2004, current liabilities exceed current assets by
$700,829, the Company has a stockholders' (deficit) of ($604,796) 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

Summary

     Management is concerned with the increase in its working
capital deficit, and lack of significant cash resources, which have
resulted from its operations during recent reporting periods.
However, management remains confident in its sales model and
products, and does not believe that the Company's performance over
that period, is indicative of future performance or profitability.
Rather, during this period the Company has experienced a nominal
increase in inquiries from its market segments, and positive feedback
from existing customers, that it attributes to an increase in
communication and increased visibility of the Company product, which
the Company believes will continue to increase its potential sales
pipeline when compared to prior periods.

     The Company's sales model has been traditionally slow because of
the need to educate potential customers, develop customized
interfaces and migrate information from outdated and old technology
or systems.  The Company's product has the unique ability to
interface with such legacy operating systems.  Management therefore
attributes the increase in interest to an increased awareness in the
capabilities of the Company's product.  Because its customers are
accustomed to protecting all trade secrets related to their systems
operations, it has been difficult to communicate the full array of
capabilities of the Company's product on a case-by-case basis.
However, over time, companies within the TSIH target market segments
have become aware that enhancing capabilities of older operating
systems is not a barrier for the Company's product.  In fact it has
increased product acceptance.

     Obtaining new business in the Company's highly competitive
industry will continue to require the Company to focus on its sales
model, communication of its product's capabilities, and focus on
product development:  however, existing customers have expressed an
appreciation for the Company's diligence, patience, creativity and
commitment to its sales model when establishing stable environments
for its product applications.  Moreover, as its product begins to
become the subject of additional inquiry, the Company has increased
it efforts to develop brand recognition in its products.  In addition
to rights provided at common law, the Company has submitted
trademark/servicemark applications with the U.S. Patent & Trademark
Office to register the marks "iKEW" and "REAL WORLD SIMPLICITY" and
to have them listed in its principal register.

     The Company's principal services will continue to be focused on
portal and collaborative tools, connectivity of legacy systems, web-
site development and notification system implementation using the
iKEW product, and licensing of the iKEW internet-based content
management and collaboration.

     The Company is still experiencing a slow down in finalizing
contracts, which the Company believes is the result of budget
concerns under current economic conditions, and there is no guarantee
that the Company will close its existing opportunities.  The Company
is hopeful that the agreements that it is discussing with independent
contract representatives will increase this pipeline and expand its
potential and actual customer base.

     The Company entered into an agreement to provide
maintenance and development services for a large telecommunications
institution during the course of FY2004 and was able to create a
reseller relationship with a large systems integrator.  This
integrator is focusing on the telecom industry and reports that there
are two large contracts that are expected to close by year end.  A
contract remains in place with the telecommunications company for the
continuation of support and ongoing services as defined in separate
statements of work.  A contract also remains in place should Hewlett
Packard choose to execute additional services.  An ongoing
maintenance agreement provides for annual maintenance revenue.
Additionally, we are pursuing opportunities within the existing
customer base.  The Company is currently in negotiations with a
systems integration company to provide iKEW and related services.
The focus is on two potential telecom contracts but will move more
toward support for legacy systems.  There is no guarantee that these
negotiations will be completed.  The Company has signed an agreement
with an Alaskan Native Corporation to resell the iKEW product through
one of their 8A companies.  To date this agreement has resulted in
joint sales calls, but no firm contracts have resulted.  The Company
believes that in the long term this will lead to more government business.

     The Company expects to increase its revenue as its product
gains additional market acceptance, and through the following
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, Hewlett Packard, a large financial
institution based in San Francisco, California, a large
telecommunications company based in Ashburn, Virginia, and others.
Second, we continue to pursue the signing of at least one significant
reseller and are targeting other potential resellers of the iKEW
product family.

Company Product and Services

     The Company's iKEW (Internet powered Knowledge, Experience
and Wisdom) product provides a set of business process tools and
technology (the "iKEW Product") 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. Once an interface is
implemented, the Company can customize the features available through
the integrated iKEW Product to enable its customers to choose the
presentation of this information in a variety of formats and to
access it from anywhere at anytime.  Thus, the Real World Simplicity
(SM) of iKEW empowers enterprises and facilitates increased productivity.

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

     On January 11, 2005, subsequent to the end of the
reporting period covered by this document, the Company announced
Release 4.6 which contained significant upgrades to the iKEW product
family.  The upgrades include: ToDo manager with alerts, content
update notifications, learning tasks, and personal tasks; templates
for knowledge objects; and an updated WYSIWYG editor for the
authoring interface.  In addition to the upgrades, 3Si has added a
new product to the iKEW family, a separately licensed online testing
capability.  This upgrade represents an important step toward the
merging of knowledge management, business process management, and
learning management solutions.  By combining an online testing module
with iKEW's powerful content management our customers will be able to
deliver learning management solutions with ease.  The Company feels
that Release 4.6 will over time help achieve significant increases in
revenue while reducing personnel time somewhat in accomplishing
product implementation and thereby save costs for the Company and its clients.

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 which would run concurrent
with the term of the software license, typically for at least a
twelve-month period  of time.  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 projects 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 may trigger
revenue recognition, depending on payment terms of the product.
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.  Maintenance agreements are
typically for a twelve month period but may vary based on individual
contracts. As stated above, the Company always tries to extend
maintenance service for a longer period. 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.

New Revenue Sources

     The Company has developed a number of potential contacts
with individual contract sales reps and major corporate resellers.
There are also additional sales opportunities to existing customers
and there are a number of follow-up discussions with those
organizations.  There is no guarantee that anything will come of
these opportunities but we are continuing to work to fruition.

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.

Enterprise Market

     Large enterprises can reap significant benefits from
installation and utilization of the iKEW Product. 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 (SM) 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 Product.  These resellers typically focus on using the iKEW
Product in their vertical markets, such as professional services or
price comparison products.  The Company expects channel sales could
be a significant growth vehicle because the Company does not have the
resources to hire a global sales force at this time.  To provide the
Company with greater access to those markets, and to capitalize
through these channel sales opportunities, it plans to continue to
develop its reseller relationships.  The Company has been in the
process of negotiating a reseller agreement with established
organizations which could provide enterprise and vertical focuses.
Terms of a reseller agreement have not been completed at this time.

Vertical Markets

     Education is one of the markets that the Company will
continue to focus on. One issue that the iKEW Product  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 which
the Company developed for a large financial institution. 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.  This resulted in substantial savings in Overnight Mail
Service costs with improved reliability of delivery for the large
financial institution that purchased the product.  This was a license sale.

     Governments at all levels have time-to-market requirements
as well. The Company believes that an implementation of iKEW 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
strengths, low cost, and rapid implementation of iKEW. These types of
enterprises need to be very cost conscious and, at the same time,
improve their time to market. The Company's Application Service
Provider (ASP) delivery model for iKEW 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.

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 and acceptance have occurred, the vendor's fee is fixed or
determinable and collection 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, 2004

Working Capital

     As of December 31, 2004, TSIH had a deficit in working
capital of $700,829.  Working capital used for operations was
$167,142 for the six months ended December 31, 2004.

(a)  Trade receivables are all current.

      Substantially all trade payables are current as of December 31, 2004.

(b)  Other Sources of Working Capital and Credit Facilities.

     The Company, in the past, has availed itself of the
$500,000 personal line of credit that was extended by its President
and Chief Executive Officer, Jerome K. Thorson, who is also a
Director and shareholder of the Company, and has been making monthly
interest payments that accrue at an interest rate equal to 5.0% as of
December 31, 2004.  The debt has been classified as current on the
accompanying balance sheet due to the fact that the shareholder may
call the debt, which has a balance of $495,412 as of December 31, 2004.

     Notwithstanding the resignation of Mr. Thorson, which has
been disclosed in a Form 8-K filing as of February 7, 2005, the line
of credit referenced above does remain in place under the same terms
and conditions.  The Company has not received any assurances as to
how long it may avail itself of the line of credit, but the
shareholder is to remain as a member of the Board of Directors of the
Company.

     The CTO/CFO of the Company has extended the Company
access to his own personal $50,000 line of credit on the same terms
and conditions.  Interest is payable monthly and accrues at an
interest rate equal to 7.5% as of December 31, 2004.

     The Company does not have any replacement financing in
place if the CEO or the CTO were to call the debt.  The current
outstanding debt to the CEO is $495,412.  The current outstanding
debt to the CTO is $42,882.

     There have not been any negotiations with financial
institutions since the FY2004 Form 10KSB was filed.

     The resignation of Mr. Thorson, which has been disclosed
in a Form 8-K filing as of February 7, 2005, does reduce the
operating overhead of the Company.  This reduction of overhead is
approximately $9,000 per month due primarily to reduced payroll,
payroll taxes and fringe benefits.

(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 prospects.

Results of Operations

Reported Revenue

     The revenues for the three month and six month periods
ended December 31, 2004 was $98,419 and $152,374, respectively.  TSIH
reported a net (loss) for the three month and six month periods ended
December 31, 2004 of ($161,069) and ($389,702), respectively,
compared with net income of $207,529 for the three months ended
December 31, 2003 and net income of $33,946 for the six months ended
December 31, 2003.   Revenues decreased by approximately $418,000 and
$483,000, respectively, for the comparative three-month and six month
periods .  TSIH's revenues have primarily been derived from one major
customer for the three months ended December 31, 2004 and from two
major customers for the three months ended December 31, 2003.   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 month and six month periods
decreased by approximately $9,000 and $14, 000, respectively.   The
decrease is primarily due to decreased project management costs due
to the decreased volume of services provided.  Selling and
administrative expenses for the comparative three month and six month
periods decreased by approximately $40,000 and $30,000, respectively.
This is primarily attributable an decreases in advertising costs,
legal fees, and administrative wages and associated payroll taxes and
benefits.

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.

     The Company will always be required to focus on updating its
current product offering in order to effectively compete in the
marketplace, and to maintain pace with industry standards, demands
and advancements in technology.  In this regard, on January 11, 2005,
subsequent to the end of the reporting period covered by this
document, the Company announced Release 4.6 which contained
significant upgrades to the iKEW product family.  The upgrades
include: ToDo manager with alerts, content update notifications,
learning tasks, and personal tasks; templates for knowledge objects;
and an updated WYSIWYG editor for the authoring interface.  In
addition to the upgrades, 3Si has added a new product to the iKEW
family, a separately licensed online testing capability.  This
upgrade represents an important step toward the merging of knowledge
management, business process management, and learning management
solutions.  By combining an online testing module with iKEW's
powerful content management our customers will be able to deliver
learning management solutions with ease.  The Company feels that
Release 4.6 will over time help achieve significant increases in
revenue while reducing personnel time somewhat in accomplishing
product implementation and thereby save costs for the Company and its
clients.

     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 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 25,155,766 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 both the prior and the new Chief Executive
Officer and the 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 both the prior and the new CEO
and  the 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, both the prior and the
new CEO and the 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 both the prior and the new CEO and the 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 December 31, 2004 that
have materially affected, or are reasonably likely to materially
affect, our internal and disclosure controls 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.

     None

Item 3.  Defaults Upon Senior Securities.

     None

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

     None

Item 5.  Other Information.

     Subsequent to the end of the reporting period covered by this
document, Jerome K. Thorson who was President and CEO of the Company
as well as a Director and shareholder resigned his positions of
President and CEO as has been disclosed in a Form 8-K filing as of
February 7, 2005.  Mr. Thorson is to remain as a member of the Board
of Directors of the Company.

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

       Reference is hereby made to the Form 8-K that was
filed as set forth in Item 5 above.


                              Signature

     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/ Frederick J. Slack
                                       Frederick J. Slack, President/CEO

Date: February 11, 2005

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

Date: February 11, 2005

                                EXHIBITS

Number            Description

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.