U.S. SECURITIES AND EXCHANGE COMMISSION
                                  Washington, D.C. 20549

                                         FORM 10-QSB

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
DECEMBER 31, 2001

                                            OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
______________ TO ______________


                               COMMISSION FILE NUMBER: 0-09358


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

              Wyoming                                        83-0245581
(State or jurisdiction of incorporation                   I.R.S. Employer
           or organization)                              Identification No.)

     6886 South Yosemite Street, Englewood, Colorado              80112
        (Address of Principal Executive Offices)               (Zip Code)

               Registrant's telephone number:  (303) 749-0210

        Securities registered pursuant to Section 12(b) of the Act: None

      Securities registered pursuant to Section 12(g) of the Act: Common
                           Stock, $0.01 Par Value

     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) been subject to such filing requirements for the past 90 days.
Yes    X        No            .

     As of December 31, 2001, the Registrant had 41,915,474 shares of
common stock issued and outstanding.

     Transitional Small Business Disclosure Format (check one): Yes  No X.

                                   TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION                                      PAGE

     ITEM 1.  FINANCIAL STATEMENTS

              CONSOLIDATED BALANCE SHEET
              AS OF DECEMBER 31, 2001                                  3

              CONSOLIDATED STATEMENTS OF OPERATIONS
              FOR THE THREE AND SIX MONTHS ENDED
              DECEMBER 31, 2001 AND DECEMBER 31, 2000                  4

              CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE SIX MONTHS ENDED
              DECEMBER 31, 2001 AND DECEMBER 31, 2000                  5

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS               6

     ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
              FINANCIAL CONDITION AND RESULTS OF OPERATIONS           10

PART II - OTHER INFORMATION

     ITEM 1.  LEGAL PROCEEDINGS                                       20

     ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS               20

     ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                         20

     ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS     21

     ITEM 5.  OTHER INFORMATION                                       21

     ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                        21

SIGNATURE                                                             21

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCAL STATEMENTS.

                              3SI HOLDINGS, INC.
                         CONSOLIDATED BALANCE SHEET
                              DECEMBER 31, 2001
                                 (Unaudited)

ASSETS

CURRENT ASSETS
 Cash and cash equivalents                                 $    430,769
 Accounts receivable - trade                                     93,000
 Other current assets                                             6,483
  Total current assets                                          530,252

EQUIPMENT AT COST
 Computer systems and software                                  127,953
 Less accumulated depreciation and amortization                 (53,899)
 Net equipment                                                   74,054

OTHER ASSETS                                                     51,497

Total assets                                               $    655,803

LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES
 Current portion of long-term debt                         $      9,641
 Accounts payable - trade                                        38,536
 Accrued liabilities (Note 3)                                   157,708
 Unearned revenue                                               315,117
  Total current liabilities                                     521,002

LONG-TERM DEBT                                                    3,604

MINORITY INTEREST                                                31,657

COMMON STOCK SUBJECT TO REDEMPTION (NOTE 3)                   2,211,048

STOCKHOLDERS' (DEFICIT)
 Common stock                                                   378,785
 Additional paid-in capital                                   3,257,833
 Accumulated (deficit)                                       (5,709,942)
 Treasury stock                                                 (38,184)
  Total stockholders' (deficit)                              (2,111,508)
Total liabilities and stockholders' (deficit)              $    655,803

               See notes to consolidated financial statements

                                3SI HOLDINGS, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                    Three Months Ended        Six Months Ended
                                       December 31              December 31
                                    2001           2000       2001        2000

Consulting, service, and
 license fees                      $  393,208    $  461,478   $509,983 $666,699
Contract labor and other costs         57,787       171,997    117,332  231,147

Gross profit                          335,421       289,481    392,651  435,552

Selling and administrative
 Expenses                             223,023       234,595    416,266  378,299

Earnings (loss) from operations       112,398        54,886    (23,615)  57,253

Other income (expense)
 Interest expense                        (723)       (1,051)    (1,506)  (2,335)

Miscellaneous income                    2,589         2,255      3,891    4,427

Total other income (expense)            1,866         1,204      2,385    2,092

 Net earnings (loss) before
 minority interest                    114,264        56,090    (21,230)  59,345

Minority interest                     (37,280)      (31,030)   (15,758) (29,349)

 Net earnings (loss) before
 income taxes                          76,984        25,060    (36,988)  29,996

Income taxes (Note 5)                       -             -          -        -

 Net earnings (loss) from continuing
  Operations                           76,984        25,060    (36,988)  29,996

Gain on disposal of systems integration
 segment (Notes 3 and 4)                    -             -          -   75,000

 Net earnings (loss)                   76,984        25,060    (36,988) 104,996

Basic and diluted earnings (loss)
 per common share (Note 2)
Net earnings (loss) from continuing
 Operations                                 -             -          -        -
Gain on segment disposal                    -             -          -        -

 Net earnings (loss)                         -            -          -        -

                    See notes to consolidated financial statements

                                   3SI HOLDINGS, INC.
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     (Unaudited)
                                                           Six Months Ended
                                                              December 31
                                                           2001        2000

Operating activities:
 Net (loss) earnings                                      $  (36,988)  $104,996
 Reconciling adjustments:
  Depreciation and amortization                               14,335      9,910
  Gain on disposition of assets                                    -    (75,000)
  Stock for services                                           2,074     50,130
  Income attributable to minority interest                    15,758     29,349
  Changes in operating assets and liabilities:
   Accounts receivable                                       (61,552)   (88,931)
   Other assets                                                2,995     (4,673)
   Accounts payable                                           (5,246)   (77,932)
   Unearned revenue                                          315,117    123,550

     Total adjustments                                       283,481    (33,597)

 Net cash provided by operating activities                   246,493     71,399

Investing activities:
 Proceeds on sale of assets                                        -     75,000
 Equipment purchases                                          (9,972)    (6,915)
 Interest accrued on savings                                       -       (290)

Net cash (used for) provided by investing activities          (9,972)    67,795

Financing activities:
 Payments on capital lease                                    (4,228)    (3,729)

 Net cash (used for) financing activities                     (4,228)    (3,729)

Net change in cash and cash equivalents                       232,293   135,465
Cash and cash equivalents at beginning of period              198,476   137,698

Cash and cash equivalents at end of period                    430,769   273,163

Supplemental disclosures of cash flow information
 Interest paid                                                  1,506     2,335

 Income tax paid                                                    -         -

                 See notes to consolidated financial statements

                                3SI HOLDINGS, INC.
             NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                  (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 December 31, 2001, and the
results of operations and cash flows for the three months and six
months ended December 31, 2001, and December 31, 2000.  The Notes to
the Consolidated Financial Statements which are contained in the June
30, 2001, Form 10-KSB should be read in conjunction with these Interim
Consolidated Financial Statements.

NOTE 2 - EARNINGS (LOSS) PER SHARE

Net earnings (loss) per share for the six months ended December 31,
2001, was computed on the basis of the weighted average number of
common shares only, as shares subject to stock options and common
stock subject to redemption would have an anti-dilutive effect.

Basic earnings per share for the three months ended December 31, 2000
and 2001 and the six months ended December 31, 2000, was calculated by
dividing net earnings by the average number of common shares
outstanding during the year.  Diluted earnings per common share for
the three months ended December 31, 2000 and 2001 and the six months
ended December 31, 2000, includes common stock subject to redemption
and assumes conversion of all potentially dilutive stock options.

Weighted average shares outstanding:

                              Three Months Ended         Six Months Ended
                                  December 31               December 31
                               2001          2000       2001         2000

Basic                       37,658,049      37,573,384  37,640,016  37,431,418
Diluted                     41,910,064      41,846,274  41,973,888  41,803,710

NOTE 3 - COMMITMENTS AND CONTINGENCIES

Leases

Effective as of September 2001, the Company entered into a two-year
lease for its office space at $1,200 per month.

Contingent Sales Proceeds

TSIH sold the assets of its systems integration business effective as
of May 1, 1999.  The asset purchase agreement provided for additional
contingent payments to TSIH when key contracts were renewed.  The
final contract renewal payment of $75,000 was received in September
2000 and has been recorded as gain on disposal of systems integration
segment.

The asset purchase agreement also provided for contingent payments to
TSIH of 75% of the profits in excess of contract renewal payments from
the sold business for the first year (April 2000), and 50% of the
profits in excess of contract renewal payments for the second and
third years (April 2001 and 2002).  Profits from the sold business
have not exceeded contract renewal payments through April 2001,
according to the purchaser's unaudited calculations, and the purchaser
asserts that no additional contingent payments are due to TSIH at this
time.  No updated information on potential contingent payments for
periods after April 2001 has been provided to TSIH.

TSIH has sent the purchaser a notice of objection to the April 2001
calculation of profits from the sold business.  TSIH believes that the
profits from the sold business may be significantly understated, and
that TSIH may be entitled to contingent payments. Management is unable
to take any position at this time as to the likely outcome of this matter.

The first $157,708 of additional contingent payments earned by TSIH
will be retained by the buyer to pay for compensated absences for
former TSIH employees.  This amount is included under accrued
liabilities in the December 31, 2001 balance sheet.  TSIH does not
intend to make payments on this liability until the contingent payment
issue is resolved.

Common Stock Subject to Redemption

A settlement was reached with a vendor in March 2000.  Storage Area
Network ("SAN"), was owed $2,211,048 at June 30, 1999. SAN received
6,460,137 shares ("the SAN shares") of TSIH common stock on March 27,
2000, and the liability to SAN was discharged. A $50,000 escrow
deposit was established by TSIH at the time of this settlement for
costs associated with the registration of the SAN shares.

Under the March 2000 SAN settlement, the SAN shares were subject to
redemption. Common stock subject to redemption of $2,211,048 has been
recorded on the accompanying balance sheet.

This redemption agreement was contested by TSIH. On February 28, 2001,
TSIH filed a complaint in the District Court of the State of Colorado
disputing the $2,211,048 liability that was the basis for the common
stock issued to SAN.

On January 14, 2002, TSIH and SAN entered into a settlement agreement
providing that SAN shall deliver the SAN stock back to TSIH and
release any claim or interest in the $50,000 escrow deposit. TSIH and
SAN mutually release and forever discharge each other from any
liabilities, fees, damages, obligations or contracts of any kind.
Legal fees of $150,000 are anticipated to be incurred in the
subsequent quarter related to this settlement.

See Note 9 - Subsequent Events also.

NOTE 4 - RESTATEMENT

The sale of substantially all assets effective as of May 1, 1999, is
considered the discontinuation of a business segment.  The statement
of operations for the six months ended December 31, 2000, has been
revised to report $75,000 as gain on disposal of systems integration
segment.  There is no effect on net loss or equity related to this correction.

The financial statements for the three months and six months ended
December 31, 2000, have also been restated for the following items:

License and maintenance fees from a major customer have been restated
to recognize revenue ratably throughout the period July 1, 2000 to
June 30, 2001.  The related earnings attributable to minority interest
have also been restated.

The expense related to stock issued for legal services has been
restated based on the quoted value of the stock at the date of
issuance, consistent with amounts reported in the June 30, 2001 year
end financial statements.

The net effect of all of the restatements is summarized in the
following table. There is no effect on earnings/loss per share.

                                        Three Months Ended  Six Months Ended
                                                    December 31
                                             2000                  2000

Revenue                                   $   29,375            $   (58,750)
Stock for services expense reduced             7,957                  7,957
Earnings attributable to minority interest    (7,750)                15,501

 Net effect on earnings                   $   29,582            $   (35,292)

NOTE 5 - 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 6 - MAJOR CUSTOMER REVENUE

                                 Three Months Ended        Six Months Ended
                                     December 31              December 31
                                 2001           2000       2001         2000

Major Customer #1               $  290,833     $       -   $  290,833  $      -

Major Customer #2                   18,375       422,854       42,750   588,479

Major customer #3                   30,000             -       90,000         -

Major customer #4 (related party)   54,000        32,400       86,400    64,800

Other                                    -         6,224            -    13,420

  Total revenue                 $  393,208     $  461,478   $  509,983 $666,699

NOTE 7 - STOCK OPTIONS

On October 12, 2001, the Company granted options to employees to
acquire 3,340,000 shares of TSIH common stock. The options vest over a
period of three years after the date of grant. The exercise price of
these options is $.05 per share. No compensation expense has been
charged to operations related to these grants.

NOTE 8 - REVENUE RECOGNITION

The Company's revenue recognition policies are in compliance with all
applicable accounting regulations, including American Institute of
Certified Public Accountants ("AICPA" Statements of Position ("SOP")
97-2 and 98-4, "Software Revenue Recognition."

Where the Company's agreements with customers include multiple
elements, the revenues are allocated to the different elements based
on vendor specific objective evidence.

Revenues from web-based portal development are recognized based upon
progress-to-completion.  Revenues from other contracts are recognized
ratably over the terms of the agreement.

NOTE 9 - SUBSEQUENT EVENTS

On January 14, 2002, TSIH and SAN entered into a settlement agreement
providing that SAN shall deliver the 6,460,137 shares of TSIH common
stock back to TSIH and release any claim or interest in the $50,000
escrow deposit. TSIH and SAN mutually release and forever discharge
each other from any liabilities, fees, damages, obligations or
contracts of any kind. See Note 3 Common Stock Subject to Redemption
also.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

Management's Discussion

     The name of the Registrant's product line has been renamed iKEW
to better reflect the products and services provided.

     The Registrant's strategy is to continue to expand the offering
of the iKEW family of products to a broader customer base.  By
partnering with Application Service Providers ("ASP"s) and other
distribution partners, the Registrant intends to increase its
penetration into the Internet-based software market.  The marketing
agreements with Qwest Cyber.Solutions ("QCS") and SMI International
are examples of this strategy.

     The Registrant is pursuing opportunities in Asia and Europe with
the intent of becoming a global enterprise serving its customers
wherever their business takes them.

     The Registrant has been working on the re-architecture of the
iKEW software, which will significantly increase its functionality and
availability for international use. Version 3.2 of iKEW is scheduled
for release in February 2002.  These significant upgrades to the
software should increase the size of the potential market for iKEW
products and services.

     As of October 2001, the Registrant has entered into an agreement
with a major telecommunications equipment provider to develop a web-
based portal. Fees for this development work will total $415,000.
This work is anticipated to be completed in February 2002.  The
Registrant has also agreed to provide annual maintenance for the
underlying iKEW software.  The annual maintenance fee is $85,000.

     The Registrant has also renewed its agreement with SMI
International to maintain and operate an Internet-based customer
support system through September 2002 for the U.S. Air Force
Operational Space and Support Program. The fees under this agreement
are $32,400 per quarter.

Financial Condition at December 31, 2001

(a)  Working Capital

     As of December 31, 2001, the Registrant had working capital of
approximately $9,000.  Working capital provided by (used for)
operations was approximately $123,000 and $(5,000) for the three
months and six months ended December 31, 2001 respectively.  Trade
receivables include a $90,000 balance earned from July 2001 to October
2001.  Unearned revenue represents prepaid maintenance fees to be
earned over the balance of the annual terms, and the unearned portion
of development fees. All trade payables are current as of December 31,
2001, with the exception of $8,000 owed to the purchaser of the
Registrant's systems integration business.

     Included as a reduction of working capital at December 31, 2001
is a $157,708 liability to the May 1999 purchaser of the Registrant's
systems integration business. The Registrant believes that it is
entitled to contingent payments from this purchaser, and does not
intend to make payments on the $157,708 liability until the contingent
payment issue is resolved.

(b)  Vendor Settlements

     On January 14, 2002 the Registrant and Storage Area Networks, Inc
("SAN") entered into a settlement agreement.  The agreement provides
that SAN shall return 6,460,137 shares of TSIH common stock back to
the Registrant  and release any claim or interest in a $50,000 escrow
deposit. The Registrant and SAN have mutually released and forever
discharged each other from any liabilities, fees, damages, obligations
or contracts of any kind.

     The settlement agreement releases the Registrant from any
redemption obligation related to the shares previously held by SAN.
The $50,000 escrow account (held to register the common stock subject
to redemption) can now be released.

     The financial statement impacts of this transaction will be to
increase stockholders' equity by the $2,211,048 redemption obligation,
and to decrease the number of shares of common stock outstanding in
the three months ended March 31, 2002.

     The Registrant can now actively seek investor capital or
financing as needed without the restrictions of this redemption agreement.

     The Registrant had entered into a contingent fee arrangement with
its legal counsel related to its dispute with SAN. Legal fees of
$150,000 are anticipated to be incurred in the subsequent quarter
related to this settlement.

(c)  Contingent Sales Proceeds

     The agreement for the May 1999 sale of the systems integration
business provides for contingent payments to the Registrant of 75% of
the profits in excess of contract renewal payments from the sold
business for the first year (April 2000), and 50% of the profits in
excess of contract renewal payments for the second and third years
(April 2001 and 2002).

     The final contract renewal payment of $75,000 was received in
September 2000. Profits from the sold business have not exceeded
contract renewal payments through April 2001, according to the
purchaser's unaudited calculations, and the purchaser asserts that no
additional contingent payments are due to the Registrant at this time.
No updated information on potential contingent payments for periods
after April 2001 has been provided to the Registrant.

     The Registrant has sent the purchaser a notice of objection to
the April 2001 calculation of profits from the sold business.  The
Registrant believes that the profits from the sold business may be
significantly understated, and that the Registrant may be entitled to
contingent payments. Management is unable to take any position at this
time as to the likely outcome of this matter.

     The first $157,708 of additional contingent payments earned by
the Registrant will be retained by the buyer to pay for compensated
absences for former Registrant employees. This amount is included
under accrued liabilities in the December 31, 2001 balance sheet.
Management does not intend to make payments on this balance until the
contingent payment issue is resolved.

(d)  Other Sources/Uses of Working Capital

     The $50,000 escrow account (held to register the common stock
subject to redemption) can be released now that a settlement has been
reached with Storage Area Networks, Inc. Legal fees of $150,000 are
anticipated to be incurred in the quarter ended March 31, 2002 related
to this settlement.

(e)  Credit Facilities

     The Registrant obtained a $250,000 line of credit as of October
31, 2001 expiring October 31, 2002.

(f)  Cash Requirements

     Management believes that, with the SMI agreement and the new
agreement with a major telecommunications equipment provider to
provide services for the twelve months ended September 30, and October
31, 2002, it has the ability to generate sufficient cash to support
its operations for the next twelve months.

Results of Operations

(a)  Overview

     The Registrant expanded the implementation of a paging system for
Storage Technology Corporation during the three months ended December
31, 2001.

     The Registrant continues to provide Qwest Cyber.Solutions ("QCS")
data storage, software maintenance, and special project work in FY 2002.

     The Registrant has also renewed its agreement with SMI
International to maintain and operate an Internet-based customer
support system through September 30, 2002 for the U.S. Air Force
Operational Space and Support Program. Revenue from this related party
for the three months and six months ended December 31, 2001 is $54,000
and $86,400 respectively. This represents 14% and 17% of total
revenues respectively. The revenue for the three months ended December
31, 2001 includes $21,600 in payments for services at the inception of
this agreement not previously recognized.

     As of October 2001, the Registrant has entered into a $415,000
agreement with a major telecommunications equipment provider to
develop a web-based portal that is anticipated to be completed in
February 2002. The Registrant has also agreed to provide maintenance
for the underlying iKEW software for an $85,000 annual fee.

     Revenues of $277,000 from the web-based portal development have
been recognized through December 31, 2001 based on progress-to-
completion. Revenues of $14,000 from the maintenance agreement have
been recognized through December 31, 2001.

(b)  Three months Ended December 31, 2001, with Comparison to Three
months Ended December 31, 2000

     The Registrant reported net earnings for December 2001 of $76,984
compared with restated net earnings of $25,060 for December 2000.

     Revenues decreased by approximately $68,000 for the comparative
three-month periods.  The Registrant's revenues have been derived from 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 for the comparative three-month periods
decreased by approximately $114,000. The Registrant had subcontract
costs of $127,000 related to the QCS web-site development agreement in
the three months ended December 31, 2000.

     Selling and administrative expenses for the comparative three-
month periods decreased by approximately $12,000. This is primarily
attributable to the following factors:

     Increased net compensation costs of $30,000. The Registrant hired
     a new CEO and expanded the marketing staff. Employee benefit
     costs have increased. These increases are offset by the fact that
     bonuses were paid in December 2000, but not in December 2001.

     Increased travel costs of $20,000 associated primarily with the
     pursuit of opportunities in Asia and Europe.

     Decreased legal fees of $35,000 primarily associated with a prior
     year registration statement.

     Decreased marketing costs of $25,000 primarily associated with
     prior year website and brand recognition costs.

(c)  Six months Ended December 31, 2001, with Comparison to Six months
Ended December 31, 2000

     The Registrant reported a net loss for December 2001 of $(36,988)
compared with restated net earnings of $104,996 for December 2000.

     Revenues decreased by approximately $157,000 for the comparative
six-month periods. The Registrant's revenues have been derived from
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 for the comparative six-month periods decreased
by approximately $114,000. The Registrant had subcontract costs of
$127,000 related to the QCS web-site development agreement in the
three months ended December 31, 2000.

     Selling and administrative expenses for the comparative six-month
periods increased by approximately $38,000. This is primarily
attributable to the following factors:

     Increased net compensation costs of $47,000. The Registrant hired
     a new CEO and expanded the marketing staff. Employee benefit
     costs have increased. These increases are offset by the fact that
     bonuses were paid in December 2000, but not in December 2001.

     Increased travel costs of $20,000 associated primarily with the
     pursuit of opportunities in Asia and Europe.

     Decreased legal fees of $24,000 primarily associated with a prior
     year registration statement.

     Decreased marketing costs of $16,000 primarily associated with
     prior year website and brand recognition costs.

     Increased other net operating costs of $11,000 for new facilities
     and support for an expanded staff.

A contract renewal payment of $75,000 related to the agreement for the
May 1999 sale of the systems integration business, was received in
September 2000, and has been reported as gain on disposal of the
systems integration segment.  No future contract renewal payments are
provided for in the May 1999 agreement.

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 the business of the Registrant:

(a)  Limited Prior Operations, History of Operating Losses, and
Accumulated Deficit May Affect Ability of Registrant to Survive.

     The Registrant has had limited prior operations and revenue-
producing operations to date.  Consequently, there is only a limited
operating history upon which to base an assumption that the Registrant
will be able to achieve its business plans.  In addition, the
Registrant has only limited assets.  As a result, there can be no
assurance that the Registrant will generate significant revenues in
the future from it 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.  Accordingly, the Registrant's prospects must be
considered in light of the risks, expenses and difficulties frequently
encountered in connection with the establishment of a new business.

     The Registrant has had earnings (losses) from operations as
follows: $(2,516,794) for the fiscal year ended June 30, 2000,
$105,580 for the fiscal year ended June 30, 2001, and $(36,988)  for
the six months ended December 31, 2001.  At December 31, 2001, the
Registrant had an accumulated deficit of $5,709,942.

     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)  Need for Additional Financing May Affect Operations and Plan of
Business.

     The working capital requirements associated with the plan of
business of the Registrant will continue to be significant.  The
Registrant anticipates, based on currently proposed assumptions
relating to its operations (including with respect to costs and
expenditures and projected cash flow from operations), that it can
generate sufficient cash flow to continue its operations for an
indefinite period at the current level without requiring additional
financing.  However, the Registrant will need to raise additional
capital in the next six months, through debt or equity, to fully
implement its sales and marketing strategy and grow.  In the event
that the Registrant's plans change or its assumptions change or prove
to be inaccurate or if cash flow from operations proves to be
insufficient to fund operations (due to unanticipated expenses,
technical difficulties, problem or otherwise), the Registrant would be
required to seek additional financing sooner than currently
anticipated or may be required to significantly curtail or cease its
operations.

     If funding is insufficient at any time in the future,  the
Registrant may not be able to take advantage of business opportunities
or respond to competitive pressures, any of which could have a
negative impact on the business, operating results and financial
condition.  In addition, if additional shares were issued to obtain
financing, current shareholders may suffer a dilutive effect on their
percentage of stock ownership in the Registrant.

(c)  Potential Lack of Product Distribution and Market Acceptance May
Affect Operations.

     The Registrant has developed 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.  This model has not yet been
proven within the target market.

(d)  Registrant Must Adapt to Changing Technologies.

     The Registrant's business is subject to changes in technology and
new service introductions.  Accordingly, the Registrant's ability to
compete will be dependent 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.

(e)  Success of Registrant Dependent on 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.  If
Internet usage does not grow, the Registrant may not be able to
increase revenues from Internet advertising and sponsorships which
also may harm both the Registrant's e-commerce business.  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.

(f)  Competition in Internet Commerce May Affect Registrant's Operations.

     Increased competition from e-commerce could result in reduced
margins or loss of market share, any of which could harm both the
Registrant's 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.

(g)  Unreliability of Internet Infrastructure May Affect Registrant's
Operations.

     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 additional outages and delays in the
future.  These outages and delays could reduce the level of Internet
usage and traffic on the Registrant's website.  In addition, the
Internet could lose its viability due to delays in the development or
adoption of new standards and protocols to handle increased levels of
activity.  If the Internet infrastructure is not adequately developed
or maintained, use of the Registrant's website 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.

(h)  Transactional Security Concerns Could Affect Registrant's Operations.

     A significant barrier to Internet e-commerce is the secure
transmission of confidential information over public networks.  Any
breach in the Registrant's security could cause interruptions in the
operation of the Registrant's website and have an adverse effect on
the Registrant's business.

(i)  Control of Registrant by Officers and Directors May Preclude
Action by Other Shareholders.

     The Registrant's officers and directors beneficially own
approximately 60% 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
stockholder 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.

(j)  Limitations on Liability, and Indemnification, of Directors
and Officers May Result in Expenditures by the Registrant.

     The articles of incorporation of the Registrant provide for
indemnification of officers and directors of the Registrant.  In
addition, the Wyoming Business Corporation Act provides for permissive
indemnification of officers and directors and the Registrant may
provide indemnification under such provisions.  Any limitation on the
liability of any director, or indemnification of directors, officer,
or employees, could result in substantial expenditures being made by
the Registrant in covering any liability of such persons or in
indemnifying them.

(k)  Potential Conflicts of Interest Involving Management May Affect
Registrant's Operations.

     Currently, the officers and directors of the Registrant devote
100% of their time to the business of the Registrant.  However,
conflicts of interest may arise in the area of corporate opportunities
which cannot be resolved through arm's length negotiations.  All of
the potential conflicts of interest will be resolved only through
exercise by the directors of such judgment as is consistent with their
fiduciary duties to the Registrant.  It is the intention of
management, so as to minimize any potential conflicts of interest, to
present first to the board of directors to the Registrant, any
proposed investments for its evaluation.

(l)  Non-Cumulative Voting May Affect Ability of Shareholders to
Influence Registrant Decisions.

     Holders of the shares are not entitled to accumulate their votes
for the election of directors or otherwise. Accordingly, the holders
of a majority of the shares present at a meeting of shareholders will
be able to elect all of the directors of the Registrant, and the
minority shareholders will not be able to elect a representative to
the Registrant's board of directors.

(m)  Absence of Cash Dividends May Affect Investment Value of
Registrant's Stock.

     The board of directors does not anticipate paying cash dividends
on the shares for the foreseeable future and intends to retain any
future earnings to finance the growth of the Registrant's business.
Payment of dividends, if any, will depend, among other factors, on
earnings, capital requirements, and the general operating and
financial condition of the Registrant, and will be subject to legal
limitations on the payment of dividends out of paid-in capital.

(n)  Limited Public Market for Registrant's Securities May Affect the Price.

     There has been only a limited public market for the shares of
common stock of the Registrant.  There can be no assurance that an
active trading market will develop or that purchasers of the shares
will be able to resell their securities at prices equal to or greater
than the respective initial public offering prices.  The market price
of the shares may be affected significantly by factors such as
announcements by the Registrant or its competitors, variations in the
Registrant's results of operations, and market conditions in the
retail, electronic commerce, and Internet industries in general.  The
market price may also be affected by movements in prices of stock in
general.  As a result of these factors, investors in the Registrant
may not be able to liquidate an investment in the shares readily, or at all.

(o)  No Assurance of Continued Public Trading Market and Risk of Low
Priced Securities May Affect Market Value of Registrant's Stock.

     There has been only a limited public market for the common stock
of the Registrant.  The common stock of the Registrant is currently
quoted on the Over the Counter Bulletin Board.  As a result, an
investor may find it difficult to dispose of, or to obtain accurate
quotations as to the market value of the Registrant's securities. In
addition, the common stock is subject to the low-priced security or so
called "penny stock" rules that impose additional sales practice
requirements on broker-dealers who sell such securities.  The
Securities Enforcement and Penny Stock Reform Act of 1990 requires
additional disclosure in connection with any trades involving a stock
defined as a penny stock (generally, according to recent regulations
adopted by the U.S. Securities and Exchange Commission, any equity
security that has a market price of less than $5.00 per share, subject
to certain exceptions), including the delivery, prior to any penny
stock transaction, of a disclosure schedule explaining the penny stock
market and the risks associated therewith.   The regulations governing
low-priced or penny stocks sometimes limit the ability of broker-
dealers to sell the Registrant's common stock and thus, ultimately,
the ability of the investors to sell their securities in the secondary
market.

(p)  Effects of Failure to Maintain Market Makers.

     If the Registrant is unable to maintain a National Association of
Securities Dealers, Inc. member broker/dealers as market makers, the
liquidity of the common stock could be impaired, not only in the
number of shares of common stock which could be bought and sold, but
also through possible delays in the timing of transactions, and lower
prices for the common stock than might otherwise prevail.
Furthermore, the lack of  market makers could result in persons being
unable to buy or sell shares of the common stock on any secondary
market.  There can be no assurance the Registrant will be able to
maintain such market makers.

(q)  Shares Eligible For Future Sale May Result in Dilution to
Existing Shareholders.

     All of the approximate 26,000,000 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 of Financial
Condition and Results of Operations 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 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 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 market price of
ingredients used in the Registrant's products 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."

                         PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

     Other than as set forth below, 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.

     On February 28, 2001, the Registrant filed a complaint in the
District Court of Arapahoe County, Colorado (3Si, Inc. v. Storage Area
Networks, Inc., Civil Action No. 01CV547) disputing the $2,211,048
liability that was the basis for the common stock issued to Storage
Area Networks, Inc. ("SAN").  This complaint alleges breach of
contract, fraudulent misrepresentation, fraudulent concealment,
diversion of corporate opportunity, theft, violation of securities
laws, and civil conspiracy.  The relief sought includes, among other
things, money damages and rescission of the settlement agreement.

     On January 14, 2002, the Registrant and SAN entered into a
settlement agreement.  The agreement provides that SAN shall return
6,460,137 shares of Registrant common stock back to the company and
release any claim or interest in a $50,000 escrow deposit.  The
Registrant and SAN have mutually released and forever discharged each
other from any liabilities, fees, damages, obligations or contracts of
any kind.  The settlement agreement releases the Registrant from any
redemption obligation related to the shares previously held by SAN.
The $50,000 escrow account (held to register the common stock subject
to redemption) can now be released.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

     None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

     Not Applicable.

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.

     Exhibits included or incorporated by reference herein are set
forth in the attached Exhibit Index.

Reports on Form 8-K.

     No reports on Form 8-K were filed during the second quarter of
the fiscal year covered by this Form 10-QSB.

                                SIGNATURE

     Pursuant to the requirements of Section 13 or 15(d) 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.



Dated: February 18, 2002                       By: /s/ Jerome K. Thorson
                                               Jerome K. Thorson
                                               Chief Executive Officer

                                      EXHIBIT INDEX

Number                                 Exhibit Description

2.1     Agreement and Plan of Reorganization between the Registrant,
        Kimbrough Computer Sales, Inc. d.b.a. 3Si, Inc., Fred Slack,
        Frank Backes and Larry Valdez, dated May 28, 1997
        (incorporated by reference to Exhibit 10.1 of the Form 8-K
        filed on June 9, 1997).

2.2     Transition Agreement between the Registrant, Kimbrough
        Computer Sales, Inc. d.b.a. 3Si, Inc., Fred Slack, Frank
        Backes and Larry Valdez, dated May 28, 1997 (incorporated by
        reference to Exhibit 10.2 of the Form 8-K filed on June 9, 1997).

3.1     Articles of Incorporation, and amendments thereto
        (incorporated by reference to Exhibit 3.1 of the filed
        Registration Statement on Form S-2).

3.2     Certificate of Amendment to Articles of Incorporation
        (incorporated by reference to Exhibit 3.2 of the Form 10-
        KSB/A filed on December 19, 2000).

3.3     Bylaws, as amended (incorporated by reference to Exhibit 3.2
        of the filed Registration Statement on Form S-2).

4.1     Warrant Agreement between the Registrant and One Capital
        Corporation, dated October 22, 1997 (incorporated by
        reference to Exhibit 1 of the Form S-8 filed on July 27, 1998).

4.2     1998 Omnibus Stock Option Plan, dated June 18, 1998
        (incorporated by reference to Exhibit 1 of the Form S-8
        filed on February 3, 2000).

4.3     2000 Non-Qualified Stock Plan, dated June 18, 2000
        (incorporated by reference to Exhibit 4 of the Form S-8
        filed on August 28, 2000).

4.4     Form of Common Stock Purchase Agreement between the
        Registrant and institutional investors (incorporated by
        reference to Exhibit 4.4 of the Form SB-2 filed on December
        22, 2000).

10.1    Asset Purchase Agreement between the Registrant, 3Si, Inc.,
        and PC Specialists, Inc., dated May 7, 1999 (incorporated by
        reference to Exhibit 10.1 of the Form SB-2 filed on December
        22, 2000).

10.2    Settlement Agreement between the Registrant and Storage Area
        Network, Inc., dated March 16, 2000 (incorporated by
        reference to Exhibit 99.1 of the Form 8-K filed on March 24, 2000).

10.3    License Agreement between KEWI.net, Inc. and Qwest
        Cyber.Solutions LLC, dated May 22, 2000 (incorporated by
        reference to Exhibit 10.2 of the Form 10-QSB filed on
        November 13, 2000).

10.4    Joint Marketing and Warrant Agreement between KEWi.net, Inc.
        and Qwest Cyber.Solutions LLC, dated May 22, 2000
        (incorporated by reference to Exhibit 10.3 of the Form 10-
        QSB filed on November 13, 2000).

10.5    Production Agreement between KEWi.net, Inc., Qwest
        Cyber.Solutions LLC, and BVP Media, Inc., dated May 22, 2000
        (incorporated by reference to Exhibit 10.4 of the Form 10-
        QSB filed on November 13, 2000).

10.6    Promissory Note issued by the Registrant in favor of Frank
        Backes, dated October 8, 2001 (incorporated by reference to
        Exhibit 10.6 of the Form 10-KSB filed on October 16, 2001).

10.7    Promissory Note issued by the Registrant in favor of Fred
        Slack, dated October 8, 2001 (incorporated by reference to
        Exhibit 10.7 of the Form 10-KSB filed on October 16, 2001).

10.8    Promissory Note issued by the Registrant in favor of Felipe
        Valdez, dated October 8, 2001 (incorporated by reference to
        Exhibit 10.8 of the Form 10-KSB filed on October 16, 2001).

21      Subsidiaries of the Registrant (incorporated by reference to
        Exhibit 21 of the Form 10-K filed on October 13, 1999).