U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

{x}      Quarterly Report under section 13 or 15(d) of the Securities Exchange
         Act of 1934

For the quarterly period ended March 31, 2000

                                       Or

{  }     Transition Report under section 13 or 15(d) of the Securities Exchange
         Act of 1934

For the transition period from ____________________ to _________________

Commission file number: 0-9358


                               3Si Holdings, Inc.
             (Exact Name of Registrant as specified in its Charter)


            Wyoming                                             83-0245581
 (State or other jurisdiction                                 (IRS Employer
of incorporation or organization)                           Identification No.)


               6886 S. Yosemite Street
               Englewood, Colorado                                 80112
      (Address of principal executive offices)                   (Zip Code)


                                 (303) 741-9123
              (Registrant's telephone number, including area code)

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


At May 1, 2000,  41,593,667  shares of the  Registrant's  $.01 par value  common
stock were outstanding.

<PAGE>
                               3Si Holdings, Inc.

                                      Index



 Part I: Financial Information

          Item 1. Financial Statements

                   Accountants' Report                                       3

                   Consolidated Balance Sheets, at March 31, 2000
                   (unaudited) and June 30, 1999                             4

                   Consolidated Statements of Operations for the quarter
                   and nine months ended March 31, 2000 and
                   1999 (Unaudited)                                          5

                   Consolidated Statements of Cash Flows for the nine
                   months ended March 31, 2000 and
                   1999 (Unaudited)                                          6

                   Notes to Interim Consolidated Financial Statements
                   (Unaudited)                                               7

          Item 2. Management's Discussion and Analysis of Financial
                   Condition and Results of Operations                   8 - 9

 Part II: Other Information

          Item 1. Legal Proceedings                                         10

          Item 6. Exhibits and Reports on Form 8-K                          10

          Signature                                                         10




                                       2
<PAGE>

         Board of Directors

         3Si Holdings, Inc.


         The accompanying consolidated balance sheet of 3Si Holdings, Inc. as of
         March 31, 2000, and the statements of operations and cash flows for the
         periods  ended  March 31,  2000 and 1999,  were not audited by us, and,
         accordingly, we do not express an opinion on them.

         The  balance  sheet  as of June  30,  1999,  was  audited  by us and we
         expressed an  unqualified  opinion on it in our report dated  September
         28, 1999, but we have not performed any auditing  procedures since that
         date.


                                           /s/ Balogh & Tjornehoj, LLP


         Denver, Colorado

         May 1, 2000






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<PAGE>
                               3Si Holdings, Inc.
<TABLE>
<CAPTION>
                           Consolidated Balance Sheets

                                                     March 31, 2000    June 30, 1999
                                                     --------------    -------------
                                                              (Unaudited)
<S>                                                    <C>            <C>
ASSETS

CURRENT ASSETS
     Cash and cash equivalents                         $   410,677    $ 1,372,293
     Accounts receivable - trade                            55,554        437,221
     Other current assets                                   11,975         11,000
                                                       -----------    -----------
         Total current assets                              478,206      1,820,514

PROPERTY AND EQUIPMENT AT COST
     Computer systems                                       39,107         28,575
     Less accumulated depreciation and amortization        (11,787)        (7,500)
                                                       -----------    -----------
         Net property and equipment                         27,320         21,075

OTHER ASSETS
     Software development costs (net)                       34,583         42,827
     Other non-current assets                               51,216         50,000
                                                       -----------    -----------
         Total other assets                                 85,799         92,827
                                                       -----------    -----------
Total assets                                           $   591,325    $ 1,934,416
                                                       ===========    ===========




LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY

CURRENT LIABILITIES
     Accounts payable - trade                          $   237,793    $ 3,301,354
     Accrued liabilities                                   175,866        427,845
                                                       -----------    -----------
         Total current liabilities                         413,659      3,729,199

MINORITY INTEREST                                           61,589        149,932

REDEEMABLE EQUITY SECURITIES                             2,211,048           --

STOCKHOLDERS' (DEFICIT) EQUITY
     Common stock                                          411,842        400,842
     Additional paid in capital                          2,907,196      2,773,536
     Accumulated (deficit)                              (3,556,656)    (3,261,740)
     Treasury stock                                     (1,857,353)    (1,857,353)
                                                       -----------    -----------
         Total stockholders' (deficit) equity           (2,094,971)    (1,944,715)
                                                       -----------    -----------
Total liabilities and stockholders' (deficit) equity   $   591,325    $ 1,934,416
                                                       ===========    ===========
</TABLE>

      See accompanying notes to interim consolidated financial statements.

                                        4
<PAGE>
                               3Si Holdings, Inc.
<TABLE>
<CAPTION>
                      Consolidated Statements of Operations
                                   (Unaudited)

                                                 Quarter Ended                  Nine Months Ended
                                                    March 31,                        March 31,
                                             2000            1999            2000           1999
                                        ------------    ------------    ------------    ------------
<S>                                     <C>             <C>             <C>             <C>
Product sales                           $       --      $  3,932,025    $       --      $ 13,589,550
Consulting, service, and license fees         77,830       1,511,447         126,041       5,109,828
                                        ------------    ------------    ------------    ------------
     Net revenues                             77,830       5,443,472         126,041      18,699,378

Cost of products sold                           --         4,886,001            --        14,075,540
Contract labor and other costs                17,268       1,096,262          49,219       3,847,327
                                        ------------    ------------    ------------    ------------
     Total cost of revenues                   17,268       5,982,263          49,219      17,922,867
                                        ------------    ------------    ------------    ------------

         Gross profit                         60,562        (538,791)         76,822         776,511

Selling and administrative expenses          181,023         506,919         560,887       3,223,492
                                        ------------    ------------    ------------    ------------

     (Loss) earnings from operations        (120,461)     (1,045,710)       (484,065)     (2,446,981)

Other income (expense)
     Interest income                           2,931             500          20,976           4,755
     Interest expense                        (54,807)        (40,482)       (182,749)       (160,009)
     Loss on disposition of assets              --           (65,106)           --          (348,203)
     Miscellaneous income                    251,500            --           262,579           4,378
                                        ------------    ------------    ------------    ------------
         Total other income (expense)        199,624        (105,088)        100,806        (499,079)
                                        ------------    ------------    ------------    ------------

     Net earnings (loss) before
       minority interest                      79,163      (1,150,798)       (383,259)     (2,946,060)

Minority interest                             24,365            --            88,343            --
                                        ------------    ------------    ------------    ------------

         Earnings (loss) before
           income taxes                      103,528      (1,150,798)       (294,916)     (2,946,060)

Income taxes                                    --              --              --           (69,000)
                                        ------------    ------------    ------------    ------------

     Net earnings (loss)                $    103,528    $ (1,150,798)   $   (294,916)   $ (3,015,060)
                                        ============    ============    ============    ============

     (Loss) per common share            $       --      $       (.03)   $       (.01)   $       (.09)
                                        ============    ============    ============    ============

Weighted average shares outstanding       35,417,492      33,934,298      35,414,617      33,934,298

</TABLE>
      See accompanying notes to interim consolidated financial statements.

                                        5
<PAGE>
                               3Si Holdings, Inc.
<TABLE>
<CAPTION>
                      Consolidated Statements of Cash Flows
                For the Nine Months Ended March 31, 2000 and 1999
                                   (Unaudited)
                                                                2000           1999
                                                            -----------    -----------
<S>                                                         <C>            <C>
Operating activities
     Net (loss)                                             $  (294,916)   $(3,015,060)
     Reconciling adjustments
         Depreciation and amortization                           28,287        173,860
         Reserve for stockholders' loan                            --          146,279
         Stock option compensation                                 --           52,726
         Net loss on disposition of assets                         --          348,203
         Loss attributable to minority interest                 (88,343)          --
         Change in operating assets and liabilities
              Accounts receivable                               330,963        595,443
              Inventory                                            --           18,098
              Other assets                                       53,513        113,147
              Accounts payable                                 (798,129)     3,028,315
              Other liabilities                                (156,675)       250,780
              Deferred taxes                                       --           69,000
                                                            -----------    -----------
                 Total adjustments                             (630,384)     4,795,851
                                                            -----------    -----------

     Net cash (used for) provided by operating
       activities                                              (925,300)     1,780,791

Investing activities
     Purchases of equipment                                     (10,532)      (164,493)
     Software development costs                                 (15,756)          --
     Loans to stockholders                                         --          (66,397)
     Proceeds from assignment of government contracts              --          500,000
                                                            -----------    -----------

     Net cash (used for) provided by investing activities       (26,288)       269,110

Financing activities
     Revolving line of credit, net                                 --       (1,794,854)
     Payments on capital lease                                     --          (15,326)
     Proceeds from stock issuance                                11,500           --
     Purchase of treasury shares                                (21,528)          --
                                                            -----------    -----------

     Net cash (used for) financing activities                   (10,028)    (1,810,180)
                                                            -----------    -----------

Net change in cash and cash equivalents                        (961,616)       239,721

Cash and cash equivalents, beginning                          1,372,293         13,843
                                                            -----------    -----------

Cash and cash equivalents, ending                           $   410,677    $   253,564
                                                            ===========    ===========

Supplemental disclosures of cash flow information
     Interest paid                                          $   182,749    $   160,009
                                                            ===========    ===========

     Income tax paid                                        $      --      $    15,000
                                                            ===========    ===========
</TABLE>
     See Note 3 related to non-cash consideration in settlement of litigation.

      See accompanying notes to interim consolidated financial statements.

                                        6
<PAGE>
                               3Si Holdings, Inc.

               Notes to Interim Consolidated Financial Statements
                                 March 31, 2000
                                   (Unaudited)

Note 1. Management's Statement

In the opinion of management,  the accompanying  unaudited financial  statements
contain  all  adjustments  (all of which are  normal  and  recurring  in nature)
necessary to present  fairly the  financial  position of 3Si  Holdings,  Inc. at
March 31, 2000 and June 30, 1999,  and the results of operations  and cash flows
for  periods  ended  March  31,  2000,  and  March  31,  1999.  The Notes to the
Consolidated Financial Statements which are contained in the June 30, 1999, Form
10-K should be read in  conjunction  with these Interim  Consolidated  Financial
Statements.

Note 2. (Loss) Earnings Per Share

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

Note 3 - Contingencies

Lease Agreement
During the year ended June 30, 1998,  the Company  entered into a Federal Master
Assignment  Agreement  with a leasing  company to effect a  government  lease of
certain  equipment.  Under  the  terms  of  the  assignment  agreement,  if  the
government  terminated  the lease for any  reason  other than  "Termination  for
Convenience or Non-appropriation", 3SiH would be liable for the present value of
the  discounted  cash flows then owed under the  lease.  On July 31,  1998,  the
lessee terminated the lease for convenience.

The leasing  company filed suit against 3SiH to recover the present value of the
discounted cash flows. A settlement was reached in September 1999. 3SiH paid the
plaintiffs  $75,000 and issued 1,100,000  shares of its restricted  common stock
(valued at $154,688) to the plaintiffs. The $224,688 settlement (which is net of
the $5,000 value of inventory recovered) was accrued as a loss at June 30, 1999.

Vendor Litigation
On March 16,  2000,  the Company  entered  into a  settlement  agreement  with a
vendor,  ("SAN").  SAN had filed suit to attempt to attach the Company's  assets
for the collection of its liability.

Under the terms of the  settlement,  the entire  $2,211,048  liability  has been
converted into 6,460,137  shares of common stock. The Company has placed $50,000
in  escrow  to  use  in  registering  these  SAN  shares  under  certain  future
conditions.

The Company is paying a minimum of $53,511 per month to another  vendor  until a
total of $535,105 has been paid from December 1, 1999 to September 1, 2000. Upon
payment in full of the  liability  to this other  vendor,  the stock  redemption
provisions of the SAN settlement agreement will take effect.


                                       7
<PAGE>
                               3Si Holdings, Inc.

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                                 March 31, 2000

         Vendor Litigation (continued)
         Under the stock redemption provisions of the SAN agreement,  all future
         contingent  payments  from  the  May 1,  1999  sale of  3SiH's  systems
         integration  business will be used to redeem SAN's shares. In addition,
         50%  of all  net  earnings  (excluding  the  aforementioned  contingent
         payments) and 50% of any capital contributions or loans to 3SiH will be
         used to redeem SAN's shares.

         Redemptions  made before  September 28, 2000,  will be redeemed at $.35
         per share.  Subsequent  redemptions  will be made at $.52 per share, or
         the then current market price,  which ever is higher.  At the point SAN
         has received  $2,211,048,  3SiH  will no longer  be obligated to redeem
         SAN shares.

         Financial Condition
         At March 31, 2000, the Company had positive  working  capital.  Current
         assets exceeded current liabilities by $64,547.

         As of December 31, 1999,  accounts payable balances owed to two vendors
         were  approximately  $360,000  and  $2,200,000.  The  Company  has made
         semi-monthly  payments to, and has  performed  services for, one of the
         vendors reducing the amount owed to approximately  $188,000. The vendor
         who was owed  approximately  $2,200,000 has accepted  redeemable common
         stock in satisfaction of that liability.

         Management  believes that with its improved  financial position and new
         sources  of  revenue,  there is no longer  doubt  about  the  Company's
         ability to continue as a going concern.

         3SiH  sold  its  systems  integration  business  on  May 1,  1999.  The
         agreement  provides  for  contingent  payments  to  3SiH  of 75% of the
         profits in excess of contract  renewal  payments from the sold business
         for the first  year,  and 50% of the  profits  in  excess  of  contract
         renewal payments for the second and third years.  Profits from the sold
         business have not exceeded  contract renewal payments through March 31,
         2000, and no contingent payments are due to 3SiH at March 31, 2000. The
         first  $158,000  of these  contingent  payments  earned by 3SiH will be
         retained by the buyer to pay for  compensated  absences for former 3SiH
         employees.  This amount is included  under accrued  liabilities  in the
         March 31, 2000, balance sheet.

         Results of Operations
         The Company has sold its systems  integration  business effective as of
         May 1, 1999.  Its  remaining  business is the licensing of its software
         products and related services.

                                       8
<PAGE>
                               3Si Holdings, Inc.

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                                 March 31, 2000

         Results of Operations (continued)
         The Company  reported a net loss of $294,916  for the nine months ended
         March 31,  2000,  while a net loss of  $3,015,060  was reported for the
         nine months ended March 31, 1999*.

         The  operations  for the  period  ended  March 31,  1999,  include  the
         Company's  systems  integration  business which was  subsequently  sold
         effective as of May 1, 1999.  The operations for the period ended March
         31, 2000, only include the remaining business of licensing its software
         products and revenue related to those products.

         The Company  reported  net  earnings of $103,528  for the three  months
         ended March 31, 2000.  Miscellaneous  income for this period includes a
         $250,000  payment  from  the  purchaser  of  the  systems   integration
         business.  Receipt of this payment was contingent upon the renewal of a
         key contract.

         On March 15,  2000 the  Company's  subsidiary  entered  into a $700,000
         one-year  contract to manage the day-to-day  development,  training and
         data  conversion  for the Qwest  Cyber.Solutions  website.  Revenues of
         $50,000  have been earned under this  contract  during the three months
         ended March 31, 2000.

         Revenues  for the three  months and nine months  ended March 31,  2000,
         include $16,000 and $54,000,  respectively, for consulting and services
         to one customer. This customer is also a 3SiH vendor, who is owed a net
         $188,000 at March 31,  2000.  The revenues  generated  have reduced the
         amount owed to this vendor.

         The Company has five employees as of March 31, 2000.

         Interest  expense  for the  period  ended  March 31,  2000,  represents
         payments to a vendor as called for in the parties'  written  agreement.
         These payments  ended as of March 16, 2000,  with the settlement of the
         vendor's debt.



         *Restatement

                The  statements  of  operations  for the three  months  and nine
                months  ended  March 31,  1999,  have been  restated  to reflect
                adjustments of $1.7 million  applicable to these periods.  These
                adjustments were discovered in the fourth quarter of fiscal year
                June 30, 1999.

                                       9
<PAGE>
                                3Si Holdings, Inc.

                                Other Information
                                 March 31, 2000

         Item 1. Legal Proceedings

                  On March 16,  2000,  the  Company  entered  into a  settlement
         agreement  with a vendor,  ("SAN").  SAN had filed  suit to  attempt to
         attach the Company's assets for the collection of its liability.  Under
         the terms of the settlement,  the entire $2,211,048  liability has been
         converted into 6,460,137 shares of redeemable common stock.


         Item 6. Exhibits and Reports on Form 8-K

(a)      Exhibits

         Each exhibit identified below is filed as a part of this report.

                  EXHIBIT
                  NUMBER                             DESCRIPTION

2000-1                                      Storage  Area   Network   settlement
                                            agreement. Incorporated by reference
                                            to the March 23, 2000 Form 8-K.

         (b)      Reports on Form 8-K

                  3Si Holdings,  Inc.  filed a current report on Form 8-K, dated
                  March 23, 2000, disclosing the Storage Area Network settlement
                  agreement and announcing the Qwest Cyber.Solutions contract.


         Signature

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
         the  Registrant  has duly caused this report to be signed on its behalf
         by the undersigned thereunto duly authorized.

                                                     3Si Holdings, Inc.
                                                     (Registrant)

         Date:    May 1, 2000                        By: /s/ Frank Backes
                                                     Frank Backes, CEO, CFO




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