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 March 31, 2005

[ ]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 March 31, 2005:  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
             March 31, 2005 (Unaudited) and June 30, 2004 (Audited)

ASSETS

                                             March 31, 2005      June 30, 2004

CURRENT ASSETS
  Cash and cash equivalents                  $   1,348            $   258,864
  Accounts receivable                              500                 51,563
  Prepaid expenses and other current assets     12,943                 11,335

   Total current assets                         14,791                321,762

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

  Less accumulated depreciation               (182,367)              (151,725)

  Property and equipment, net                   86,061                116,703

Total assets                                   100,852                438,465

                     LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES
  Notes payable-shareholders (Note 3)          605,069                495,412
  Current portion of capital lease
  obligations                                   14,575                 28,140
  Accounts payable - trade                     112,925                 22,663
  Unearned revenue                             175,163                 99,974

   Total current liabilities                   907,732                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 March 31, 2005 and
  June 30, 2004                                363,358                 363,358
  Additional paid-in capital                 5,497,420               5,497,420
  Accumulated (deficit)                     (6,629,474)             (6,037,688)
  Treasury stock at cost - 215,000 shares      (38,184)                (38,184)

   Total stockholders' (deficit)              (806,880)               (215,094)

Total liabilities and stockholders'
(deficit)                                      100,852                 438,465

See notes to interim condensed consolidated financial statements.


                                      3Si Holdings, Inc.
              Condensed Consolidated Statements of Operations (Unaudited)
                     For the Three Month and Nine Month Periods
                            Ended March 31, 2005 and 2004


<TABLE>
<CAPTION>
                                               Three Months Ended                  Nine Months Ended
                                                    March 31                            March 31
                                               2005          2004                  2005         2004
<S>                                            <C>           <C>                   <C>          <C>
Software delivery, consulting and
other service revenues                         $   47,075    $   346,058           $   199,449  $  981,159
Cost of revenues                                   80,970         78,818               237,843     249,501

Gross profit                                      (33,895)       267,240               (38,394)    731,658

Selling and administrative expenses              (160,537)      (214,496)             (532,353)   (616,196)

Earnings (loss) from operations                  (194,432)        52,744              (570,747)    115,462

Other income (expense)
Interest (expense)                                 (7,652)        (7,772)              (21,039)    (23,432)
Loss on purchase of minority interest in
Subsidiary                                              -              -                     -     (13,112)
Miscellaneous income                                    -          5,197                     -       5,197
 Total other income (expense)                      (7,652)        (2,575)              (21,039)    (31,347)

Earnings (loss) before minority interest         (202,084)        50,169              (591,786)     84,115

Minority interest (Note 4)                              -              -                     -           -

Earnings (loss) before income taxes              (202,084)        50,169              (591,786)     84,115

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

 Net earnings (loss)                             (202,084)        50,169              (591,786)     84,115

Basic and diluted earnings (loss)
per common share (Note 2)                           (0.01)          0.01                 (0.02)       0.00

Weighted average shares outstanding
Basic                                          36,325,943     36,325,943            36,325,943  36,125,685
Diluted                                        41,322,943     41,019,943            40,389,610  40,665,140
</TABLE>


See notes to interim condensed consolidated financial statements.


                                           3Si Holdings, Inc.
                   Condensed Consolidated Statements of Cash Flows (Unaudited)
                        For the Nine Months Ended March 31, 2005 and 2004

                                                             2005        2004

Operating activities:
Net earnings (loss)                                        $(591,786)  $84,115
Reconciling adjustments:
Loss on purchase of minority interest in subsidiary                -    13,112
Depreciation                                                  30,642    29,866
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable                    51,063  (232,291)
(Increase) decrease in prepaid expenses
and other current assets                                      (1,608)   14,012
Increase (decrease) in accounts payable and
accrued liabilities                                           90,262   (71,438)
Increase (decrease) in unearned revenue                       75,189   (57,097)

Net cash (used for) operating activities                    (346,238) (219,721)

Investing activities:
Purchases of equipment                                             -   (34,119)

Net cash (used for) investing activities                           -   (34,119)

Financing activities:
Repayments on capital lease obligations                      (20,935)  (18,339)
Borrowings on notes payable - shareholders                   109,657         -
Repayments of notes payable - shareholders                         -  (146,433)

Net cash provided by (used for) financing activities          88,722  (164,772)

Net (decrease) in cash and cash equivalents                 (257,516) (418,612)

Cash and cash equivalents at beginning of period             258,864   690,462

Cash and cash equivalents at end of period                     1,348   271,850

Supplemental disclosures of cash flow information
Interest paid                                                 21,039    23,432

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
                                 March 31, 2005

Note 1 - Managements' Statement

Due to the financial limitations of 3Si Holdings at this time
this document has not been reviewed by the auditors and attorneys.
This document has been sent to the auditors and attorneys for review,
but due to 3Si's inability to meet current financial obligations the
auditors and attorneys are not able to complete their review at this
time.  The company is in the process of remedying this situation
through several courses of action.  It is expected that the auditors
and attorneys will file the appropriate 8K's to disclose the fact
that this document has not been reviewed by them.  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 March 31, 2005, and the results of its operations
and cash flows for the quarters and nine month periods ended March
31, 2005, and March 31, 2004.  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
nine month periods ended March 31, 2005 and 2004, 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 nine month periods ended March 31, 2005 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 former
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
5.25% as of March 31, 2005.  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 March 31, 2005.

Notwithstanding the resignation of Mr. Thorson, which was
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
remains 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 7.75% as of March 31, 2005.  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 March 31, 2005 is $42,057.

The Company borrowed $67,600 from Mr. James Harding, who
is a shareholder of the Company and consultant to the Company.
Interest is payable monthly and accrues at an interest rate equal to
8%.  The debt has been classified as current on the accompanying
balance sheet due to the fact that the debt is due as soon as the
Company has the cash to repay it.

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 March
31, 2005, current liabilities exceed current assets by $892,941, the
Company has a stockholders' (deficit) of ($806,880) 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 continues to experience 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 continues to experience 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 a Master
Services Agreement with an Alaskan Native Corporation.  In addition,
3Si has signed a contract for the Alaskan Native Corporation to
purchase the iKEW product and services.  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 two 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 two reseller agreements with established
organizations which could provide enterprise and vertical focuses.
Terms of these reseller agreements 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 March 31, 2005

Working Capital

As of March 31, 2005, TSIH had a deficit in working capital
of $892,941.  Working capital used for operations was $257,516 for
the nine months ended March 31, 2005.

(a)  Trade receivables are all current.

Substantially all trade receivables are current as of March 31, 2005.

(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 former
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
5.25% as of March 31, 2005.  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
March 31, 2005.

Notwithstanding the resignation of Mr. Thorson, which was
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
remains 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 7.75% as of March 31, 2005.

The Company borrowed $67,600 from Mr. James Harding, who is a
shareholder of the Company and consultant to the Company.  Interest
is payable monthly and accrues at an interest rate equal to 8%.  The
debt has been classified as current on the accompanying balance sheet
due to the fact that the debt is due as soon as the Company has the
cash to repay it.

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 was 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 nine month periods
ended March 31, 2005 was $47,075 and $199,449, respectively.  TSIH
reported a net (loss) for the three month and nine month periods
ended March 31, 2005 of ($202,084) and ($591,786), respectively,
compared with net income of $50,169 for the three months ended March
31, 2004 and net income of $84,115 for the nine months ended March
31, 2004.   Revenues decreased by approximately $299,000 and
$782,000, respectively, for the comparative three-month and nine
month periods .  TSIH's revenues have primarily been derived from one
major customer for the three months ended March 31, 2005 and from two
major customers for the three months ended March 31, 2004.   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 nine month periods
increased (decreased) by approximately $2,000 and ($12, 000),
respectively.   The increase is primarily due to increased project
management cost during the three month period ended March 31, 2005
and 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 period
decreased by approximately $54,000.  This is primarily attributable
to decreases in consulting fees, administrative wages and associated
payroll taxes and benefits and vehicle costs.  Selling and
administrative expenses for the comparative nine month period
decreased by approximately $84,000. This is primarily attributable to
decreases in advertising, consulting fees, administrative wages and
associated payroll taxes and benefits, legal expenses, vehicle costs
and computer software 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.

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,
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 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 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 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 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 March 31, 2005 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.

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 remains 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: May 21, 2005

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

Date: May 21, 2005


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.