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

                                      Form 10-QSB


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

                          For the quarterly period ended March 31, 2003

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

                            COMMISSION FILE NUMBER 0-09358


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


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


       6886 S. Yosemite Street, Centennial, CO               80112
     (Address of principal executive offices)

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


               (Former name, former address and former fiscal year
                          if changed since last report)


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

     The number of shares outstanding of each of the issuer's classes
of common equity, as of March 31, 2003:  35,456,337

     Transitional Small Business Disclosure Format (Check one):

X  Yes
   No

                                    TABLE OF CONTENTS

Part I  Financial Information                                        Page

Item 1  Financial Statements                                            4

        Consolidated Balance Sheet
        As of March 31, 2003                                            4

        Consolidated Statements of Operations
        For the Three Months and Nine Months Ended
        March 31, 2003 and March 31, 2002                               6

        Consolidated Statements of Cash Flows
        For the Nine Months Ended March 31, 2003
        and March 31, 2002                                              7

        Notes to Interim Consolidated Financial Statements              8

Item 2  Management's Discussion and Analysis of Financial
        Condition and Results of Operations                            12

Item 3  Risk Factors                                                   16

Item 4  Controls and Procedures                                        21

Part II  Other Information

Item 1  Legal Proceedings                                              22

Item 2  Changes in Securities                                          22

Item 3  Defaults Upon Senior Securities                                22

Item 4  Submission of Matters to a Vote of Security Holders            22

Item 5  Other Information                                              22

Item 6  Exhibits and Reports on Form 8-K                               22

PART I --  FINANCIAL INFORMATION

Item 1.  Financial Statements.

                               3Si Holdings, Inc.
                           Consolidated Balance Sheet
                                 March 31, 2003

                                  (Unaudited)
ASSETS

CURRENT ASSETS
Cash and cash equivalents                                     $     4,364
Accounts receivable - trade                                         1,040
Other current assets                                               19,592
  Total current assets                                             24,996

EQUIPMENT AT COST (NOTE 3)
Computer systems, furniture and software                          231,776
Less accumulated depreciation and amortization                    (98,257)
Net equipment                                                     133,519

Total assets                                                      158,515

                    LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES
Notes payable (Note 3)                                            386,177
Current portion of long-term debt (Note 4)                         24,968
Accounts payable - trade                                          102,309
Accrued liabilities                                                   467
Unearned revenue                                                   64,800
Total current liabilities                                         578,721

LONG-TERM DEBT (NOTE 4)                                            42,050

MINORITY INTEREST (NOTE 5)                                              -

STOCKHOLDERS' (DEFICIT)
Common stock                                                      356,703
Additional paid-in capital                                      5,490,963
Accumulated (deficit)                                          (6,271,738)
Treasury stock                                                    (38,184)
Total stockholders' (deficit)                                    (462,256)

Total liabilities and stockholders' (deficit)                     158,515

             See notes to interim consolidated financial statements.

                                   3Si Holdings, Inc.
                         Consolidated Statements of Operations
                                      (Unaudited)



<TABLE>
<CAPTION>
                                                       Three Months Ended               Nine Months Ended
                                                          March 31                          March 31
                                                       2003          2002               2003         2002
<S>                                                  <C>           <C>              <C>          <C>
Revenues (Note 7)                                    $   97,094    $  265,767       $  556,312   $ 775,750
Contract labor and other costs                           79,360        63,019          224,192     180,351
Gross profit                                             17,734       202,748          332,120     595,399
Selling and administrative expenses                     214,156       384,689          679,800     800,955
(Loss) from operations                                 (196,422)     (181,941)        (347,680)   (205,556)

Other income (expense)
Interest expense                                         (8,552)         (556)         (19,693)     (2,062)
Miscellaneous income                                         47         1,162              392       5,053
Total other income (expense)                             (8,505)          606          (19,301)      2,991
Net (loss) before minority interest                    (204,927)     (181,335)        (366,981)   (202,565)
Minority interest                                             -        (2,645)               -     (18,403)
Net (loss) before income taxes                         (204,927)     (183,980)        (366,981)   (220,968)
Income taxes (Note 6)                                         -             -                -           -

Net (loss)                                             (204,927)     (183,980)        (366,981)   (220,968)

Basic and diluted (loss) earnings
per common share (Note 2)
Net (loss)                                                (0.01)        (0.01)           (0.01)      (0.01)
</TABLE>



                    See notes to interim consolidated financial statements.

                                        3Si Holdings, Inc.
                             Consolidated Statements of Cash Flows
                                           (Unaudited)

                                                              Nine Months Ended
                                                                  March 31,
                                                              2003        2002

Operating activities:
Net (loss)                                                $(366,981) $(220,968)
Reconciling adjustments:
Depreciation and amortization                                31,152     22,815
Stock for services                                                -      2,074
Income attributable to minority interest                          -     18,403
Change in operating assets and liabilities:
Accounts receivable                                           2,600     20,623
Other assets                                                 (3,741)    (3,204)
Accounts payable                                             24,094     28,588
Unearned revenue                                             32,400     69,175

Total adjustments                                            86,505    158,474

Net cash (used for) operating activities                   (280,476)   (62,494)

Investing activities:
Equipment purchases                                          (8,417)   (21,637)
Net cash (used for) investing activities                     (8,417)   (21,637)

Financing activities:
Net borrowings on lines of credit                           271,177          -
Funds released from escrow                                        -     51,497
Payments on capital lease                                   (17,923)    (6,477)

Net cash provided by financing activities                   253,254     45,020

Net change in cash and cash equivalents                     (35,639)   (39,111)

Cash and cash equivalents at beginning of period             40,003    198,476

Cash and cash equivalents at end of period                    4,364    159,365

Supplemental disclosures of cash flow information
Interest paid                                                19,226      2,062
Income tax paid                                                   -          -

            See notes to interim consolidated financial statements.

                                  3Si Holdings, Inc.
                   Notes to Interim Consolidated Financial Statements
                                   March 31, 2003

                                    (Unaudited)

Note 1 - Management's Statement

In the opinion of management, the accompanying unaudited
financial statements contain all adjustments (all of which are
normal and recurring in nature) necessary to present fairly the
financial position of 3Si Holdings, Inc. ("TSIH") at March 31,
2003, and the results of operations and cash flows for the three
months and nine months ended March 31, 2003, and March 31, 2002.
The Notes to the Consolidated Financial Statements which are
contained in the June 30, 2002, Form 10-KSB should be read in
conjunction with these Interim Consolidated Financial Statements.

Note 2 - (Loss) Earnings Per Share

Net (loss) earnings per share for the three months and nine
months ended March 31, 2003 and 2002, was computed on the basis
of the weighted average number of common shares only, as shares
subject to stock options would have an anti-dilutive effect.

Weighted average shares outstanding

                                Three Months Ended          Nine Months Ended
                                    March 31,                  March 31,
                                2003          2002          2003         2002

Basic                       35,456,337     35,737,347    35,456,337   37,035,244
Diluted                     35,456,337     35,737,347    35,456,337   37,035,244

Note 3 - Notes Payable

Note payable to bank, with interest at 1 1/2% over bank index on
a $247,000 line of credit expiring on March 28, 2003;
collateralized by substantially all assets of the Company and
guaranteed by officers of the Company. This note was paid off
subsequent to March 31, 2003 using funds provided by a corporate
officer.  Terms of the debt to the corporate officer have not yet
been established.                                                      $248,105

Loan from corporate officer.  The loan is in the form of a
convertible debenture, due September 13, 2003 with interest at
prime.  The lender has the option to convert the debt to common
stock at any time after March 12, 2003 on such terms as shall
be mutually agreed between the lender and the Company.                  100,000

Other $45,000 line of credit                                             38,072

Total notes payable                                                     386,177

Note 4 - Long-Term Debt

During the previous quarter ended December 31, 2002, the Company
acquired $73,180 of equipment under a capital lease. Long term
debt under capital leases as of March 31, 2003 is as follows:

Minimum payments on two capital leases of up to $1,056
per month through March 2005 ($3,824), net of deferred
interest of $486                                                      $  3,338

Minimum payments on new capital lease of $2,512 per
month through September 2005 ($75,369), net of deferred
interest of $11,689                                                     63,680

Total                                                                   67,018

Less current portion                                                    24,968

Long-term debt                                                         42,050

Note 5 - Minority Interest

Earnings (losses) applicable to the minority interest are
$(50,006) and $(73,574) for the three and nine months ended
March 31, 2003, respectively.  Losses for the nine month period
exceed the minority interest in the equity capital of the
subsidiary.  Such excess and any further losses applicable to
the minority interest shall be charged against the majority
interest, as there is no obligation of the minority interest to
make good such losses.

Note 6 - Income Taxes

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

Note 7 - Major Customer Revenue

                              Three Months Ended          Nine Months Ended
                                  March 31,                   March 31,
                              2003          2002          2003         2002

Website and system development
Major customer #1             $       -     $      -      $ 250,000   $       -
Major customer #2                60,828            -        160,828           -
Major customer #3                     -            -         24,000           -
Major customer #4                     -      209,167              -     500,000
Major customer #5                     -            -              -      90,000
Major customer #6                     -            -              -      10,000
Other                             3,484          825          5,824         825

                                 64,312      209,992        440,652     600,825

Subscriptions and customer support

Major customer #7                32,400       32,400         97,200     118,800
Major customer #6                     -       23,375          9,750      56,125
Other                               382            -          8,710           -

                                 32,782       55,775        115,660     174,925

Total revenue                    97,094      265,767        556,312     775,750

Note 8 - Stock Option Plan

During the previous quarter ended December 31, 2002, the Company
granted employees options to purchase 105,000 shares of the
Company's common stock at $.05 per share. The options vest over
a period of three years. No compensation cost was charged to
operations as a result of granting these options.

As of March 31, 2003 there were cumulative options outstanding
to purchase 4,544,000 shares.

Note 9 - Going Concern

The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern.  At
March 31, 2003, current liabilities exceed current assets by
$553,725 and the Company has a deficit in stockholders' equity
of $462,256.  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 classification of liabilities that might be
necessary in the event the Company cannot continue in existence.

Management believes that the following considerations mitigate
the current negative working capital and equity positions:

     - The $248,105 note payable to bank was paid off subsequent to
       March 31, 2003 using funds provided by a corporate officer.
       Terms of the debt to the corporate officer have not yet been
       established.

     - It is anticipated that the corporate officer who loaned the
       $100,000 to the Company will convert this note to common stock
       in lieu of seeking repayment.

     - The unearned revenue balance of $64,800, included in current
       liabilities, represents deferred revenue to be recognized over
       the following six months. The related cash outlays would be
       represented only by the costs of providing these services.

Management believes that the following considerations represent
positive steps toward the success of future operations:

     - In October 2002 the Company renewed an agreement with one of
       its major customers. The Company will earn $32,400 per quarter
       under this agreement.

     - In December 2002 the Company completed the initial development
       phases of its services for three major customers. The Company
       is anticipating the commencement of its monthly subscription
       services to one of these customers during May 2003.
       Subscription services have been deferred at the second
       customer's request. The third customer decided not to take
       advantage of the Company's subscription services.

     - The amount of future subscription revenue generated will be
       based on the volume of use.

     - The Company continues to generate interest in its iKEW family
       of products from major corporations and school districts.

There is currently no assurance as to the amount of revenue that
may be generated from subscriptions to existing customers or
from new prospects.

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

Management's Discussion

Revenue Sources

TSIH has entered into three new agreements that have
significantly impacted revenues for the period October 1, 2002
to March 31, 2003:

Development and implementation fees:

(a) On October 17, 2002 TSIH received a fee of $250,000 to
develop and customize an "Express Mail Service" solution for one
of the largest financial services companies in the United States.

(b) Under an October 14, 2002 agreement, TSIH received an
initial fee of $100,000, for an "E-Development on Demand"
solution for one of the largest information technology companies
in the world.

(c) On September 13, 2002 TSIH entered into an agreement to
implement an on-line enrollment system and web portal for a
regional integrated health delivery provider. TSIH received a
fee of $24,000 under this agreement. This customer decided not
to take advantage of TSIH's subscription services after the
system was completed.

Each of these projects was completed by December 31, 2002 and
all initial fees totaling $374,000 were recognized as revenue
through that date.

The October 14, 2002 agreement at (b) above was extended through
October 14, 2003 for add-ons to that system. An additional
$60,828 was earned during the three months ended March 31, 2003.
No additional add-ons have been ordered beyond March 31, 2003.

Subscription revenue:

Subscription services are anticipated to commence under
agreement (a) above during May 2003. Subscription revenues under
this agreement will be based on the volume of use.

Subscription services under agreement (b) above have been
deferred at the customer's request.

Renewals

TSIH has renewed its agreement with SMI International to
maintain and operate an Internet-based customer support system
through September 2003 for the U.S. Air Force Operational Space
and Support Program. The fees under this agreement are $32,400
per quarter.

Summary

It is anticipated that the agreement with its major customer for
subscription revenue, and the SMI agreement will provide a solid
revenue base.

The Company continues to receive interest in its iKEW-based
solutions from additional prospects, and is actively pursuing
these opportunities.

Financial Condition at March 31, 2003

(a) - Working Capital

As of March 31, 2003, TSIH had a deficit in working capital of
$553,725.  Working capital used for operations was $335,829 for
the nine months ended March 31, 2003. Working capital used for
operations was $193,609 for the three months ended March 31, 2003.

Trade receivables are all current. Substantially all trade
payables are less than 60 days old as of March 31, 2003.

(b)  Other Sources of Working Capital

On September 13, 2002, TSIH borrowed $100,000 from one of its
corporate officers. The loan is in the form of a convertible
debenture, due September 13, 2003, with interest at prime. The
lender has the option to convert the debt to common stock at any
time after March 12, 2003, on such terms as shall be mutually
agreed between the lender and the Company.

It is anticipated that the lender will convert the note to
common stock in lieu of seeking repayment.

(c)  Credit Facilities

TSIH obtained a $247,000 line of credit as of February 28, 2003
with an expiration date of March 28, 2003. As of March 31, 2003,
the balance owed on this line of credit was $248,105. This line
of credit was paid off subsequent to March 31, 2003 using funds
provided by a corporate officer. Terms of the debt to the
corporate officer have not yet been established.

TSIH also has a $45,000 line of credit. As of March 31, 2003,
the balance owed on this line of credit was $38,072.

(d)  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 months and nine months ended March
31, 2003 include $60,828 and $434,828, respectively, of
development and implementation fees from three major customers.

Three months ended March 31, 2003, with comparison to three
months ended March 31, 2002

TSIH reported a net loss for March 2003 of $204,927 compared
with a net loss of $183,980 for March 2002.

Revenues decreased by approximately $169,000 for the comparative
three-month periods. TSIH's revenues have been derived from
three to four major customers. The revenue will vary for each
period based on the timing and magnitude of the major projects
undertaken for these customers.

Cost of revenues include project management and software
engineering costs, depreciation, and subcontract labor. These
costs for the comparative three-month periods increased by
approximately $16,000. The increase is primarily due to the
compensation for a new project manager and depreciation for
additional equipment. Both of these increases are related to the
two new major customers. The project manager has been released
and this expense will not be incurred during subsequent periods.

Selling and administrative expenses for the comparative three-
month periods decreased by approximately $170,000. This is
primarily attributable to the decreased legal costs.  Non-
recurring legal fees were incurred during the three months ended
March 31, 2002, related to the January 14, 2002 settlement
between TSIH and Storage Area Network.

Interest expense for the comparative three-month periods
increased by approximately $8,000. This is primarily
attributable to the increased borrowing to fund the current
losses and capital leases for new equipment related to the new
major customers.

Nine months ended March 31, 2003, with comparison to nine months
ended March 31, 2002

TSIH reported a net loss for March 2003 of $366,981 compared
with a net loss of $220,968 for March 2002.

Revenues decreased by approximately $219,000 for the comparative
nine-month periods. TSIH's revenues have been derived from three
to four major customers. The revenue will vary for each period
based on the timing and magnitude of the major projects
undertaken for these customers.

Cost of revenues include project management and software
engineering costs, depreciation, and subcontract labor. These
costs for the comparative nine-month periods increased by
approximately $44,000. The increase is primarily due to the
compensation for a new project manager and depreciation for
additional equipment. Both of these increases are related to the
two new major customers. The project manager has been released
and this expense will not be incurred during subsequent periods.

Selling and administrative expenses for the comparative nine-
month periods decreased by approximately $121,000. This is
primarily attributable to the following factors:

     - Increased net compensation costs of $66,000. Increased
       compensation costs to the CEO were $22,000. Additional
       compensation for the expansion of the marketing staff was
       $24,000. Employee benefits and payroll taxes increased by $20,000.

     - Increased telephone expense of $15,000 primarily associated
       with internet lines and long-distance charges.

     - Decreased advertising expense of $36,000 primarily
       associated with as non-recurring expenditure during the
       quarter ended September 2001 to develop an advertising promotion.

     - Decreased legal expenses of $180,000.  Non-recurring legal
       fees were incurred during the three months ended March 31,
       2002, related to the January 14, 2002 settlement between
       TSIH and Storage Area Network.

     - Other net increases of $14,000.

Interest expense for the comparative nine-month periods
increased by approximately $17,000. This is primarily
attributable to the increased borrowing to fund the current
losses and capital leases for new equipment related to the new
major customers.

Item 3.  Risk Factors

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

(a)  Product Development

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

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

(b)  Significant Working Capital Requirements

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

c)  Control of the Registrant by Officers and Directors

The Registrants' officers and directors beneficially own
approximately 74% of the outstanding shares of the Registrant's
common stock.  As a result, such persons, acting together, have
the ability to exercise significant influence over all matters
requiring shareholder approval.  Accordingly, it could be
difficult for the investors hereunder to effectuate control over
the affairs of the Registrant.  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 Registrant.

(d)  Product Distribution and Market Acceptance

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

(e)  Changing Technologies

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

(i)  Governmental Regulation of the Internet.

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

(j)  Shares Eligible for Future Sale

All of the 25,642,081 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 Registrant (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
Registrant's business strategies, continued growth in the
Registrant's markets, projections, and anticipated trends in the
Registrant'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 Registrant's expectations and are subject to a
number of risks and uncertainties, certain of which are beyond
the Registrant's control.  The Registrant 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
Registrant's products, competitive pricing pressures, changes in
the cost of providing Registrant's services   and the level of
expenses incurred in the Registrant'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 Registrant disclaims any
intent or obligation to update "Forward-Looking Statements."

Critical Accounting Policies

The Registrant's revenue recognition policies are in compliance
with all applicable accounting regulations, including American
Institute of Certified Public Accountants ("AICPA") Statements
of Position ("SOP") 97-2 and 98-4, "Software Revenue
Recognition".  These statements provide criteria to be met in
order for revenue to be recognized.  The criteria applicable to
web site development include determinability of the amount of
revenue, measuring progress-to-completion, and probability of
collection.  Revenues from other contract services are generally
recognized under the percent-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.

Item 4.  Controls and Procedures

Under the supervision and with the participation of our
management, including the  principal executive officer and
principal financial officer, the Registrant has evaluated the
effectiveness of the design and operation of its disclosure
controls and procedures within 90 days of the filing date of
this quarterly report, and, based on its evaluation, the
principal executive officer and principal financial officer have
concluded that these controls and procedures are effective.
There were no significant changes in the Registrant's internal
controls or in other factors that could significantly affect
these controls subsequent to the date of its evaluation.
Disclosure controls and procedures are those controls and other
procedures that are designed to ensure that information required
to be disclosed by the Registrant in the reports that it files
or submits under the Exchange Act are recorded, processed,
summarized and reported, within the time periods specified in
the Securities and Exchange Commission's rules and forms.
Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information
required to be disclosed by the Registrant in the reports that
it files under the Exchange Act is accumulated and communicated
to its management, including the principal executive officer and
principal financial officer, as appropriate to allow timely
decisions regarding required disclosure.

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.

None

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

Exhibits included or incorporated by reference in this document
are set forth in the Exhibit Index.

A.  Exhibits

1.     Consolidated Balance Sheet as of March 31, 2003
2.     Statements of Operations
3.     Statements of Cash Flows
4.     Notes to Consolidated Financial Statements
99.5   Certification Pursuant to Section 906 of the
       Sarbanes-Oxley Act of 2002, Chief Executive Officer
99.6   Certification Pursuant to Section 906 of the
       Sarbanes-Oxley Act of 2002, Chief Financial Officer

B.  Reports on Form 8-K

None.

                                 SIGNATURES

In accordance with the requirements of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                       /s/ Jerome K. Thorson
                                       Jerome K. Thorson, President/CEO

Date:   May 13, 2003


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

Date:  May 13, 2003



I, Jerome K. Thorson, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of 3Si
Holdings, Inc.;

2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition,
results of operations and cash flows of the registrant as of,
and for, the periods presented in this quarterly report;

4. The Registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which
this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date");
and

c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;

5. The Registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent functions):

a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the Registrant's
ability to record, process, summarize and report financial data
and have identified for the Registrant's auditors any material
weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
Registrant's internal controls; and

6. The Registrant's other certifying officers and I have
indicated in this quarterly report whether there were
significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material
weaknesses.

Date:  May 13, 2003


/s/ Jerome K. Thorson
Jerome K. Thorson, CEO


I, Frank W. Backes, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of 3Si
Holdings, Inc.;

2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition,
results of operations and cash flows of the registrant as of,
and for, the periods presented in this quarterly report;

4. The Registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which
this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date");
and

c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;

5. The Registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
functions):

a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the Registrant's
ability to record, process, summarize and report financial data
and have identified for the Registrant's auditors any material
weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
Registrant's internal controls; and

6. The Registrant's other certifying officers and I have
indicated in this quarterly report whether there were
significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material
weaknesses.

Date:  May 13, 2003


/s/ Frank W. Backes
Frank W. Backes, CFO