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
MARCH 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: 000-09358


                           3 Si 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 March 31, 2001, the Registrant had 41,873,998 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

         INDEPENDENT ACCOUNTANTS' REPORT                            3

         CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2001            4

         CONSOLIDATED STATEMENTS OF EARNINGS
         FOR THE THREE AND NINE MONTHS ENDED
         MARCH 31, 2001 AND MARCH 31, 2000                          5

         CONSOLIDATED STATEMENTS OF CASH FLOWS
         FOR THE NINE MONTHS ENDED
         MARCH 31, 2001 AND MARCH 31, 2000                          7

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                 8

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS             11

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                           21

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.

                     INDEPENDENT ACCOUNTANTS' REPORT

Board of Directors
3Si Holdings, Inc.

We have reviewed the accompanying consolidated balance sheet of
3Si Holdings, Inc. as of March 31, 2001, and the related
statements of earnings, and cash flows for the periods then
ended. These financial statements are the representation of the
management of 3Si Holdings, Inc.

We conducted our review in accordance with standards established
by the American Institute of Certified Public Accountants.  A
review of interim financial information consists principally of
applying analytical procedures to financial data and making
inquiries of persons responsible for financial and accounting
matters.  It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing
standards, the objective of which is the expression of an opinion
regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material
modifications that should be made to the accompanying
consolidated financial statements in order for them to be in
conformity with generally accepted accounting principles.

/s/ Balogh & Tjornehoj, LLP
Balogh & Tjornehoj, LLP
Denver, Colorado
April 27, 2001


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

                              ASSETS

CURRENT ASSETS
Cash and cash equivalents                                $  214,489
Accounts receivable - trade                                 199,395
Other current assets                                         10,149
Total current assets                                        424,033

EQUIPMENT AT COST
Computer systems and software                               116,933
Less accumulated depreciation                               (34,389)
Net equipment                                                82,544

OTHER ASSETS                                                 50,290

Total assets                                             $  556,867

          LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY

CURRENT LIABILITIES
Current portion of long-term debt                        $    8,268
Accounts payable - trade                                     89,111
Customer deposits                                             9,396
Accrued liabilities (Note 4)                                157,708
Unearned revenue                                             32,400

Total current liabilities                                   296,883

LONG-TERM DEBT                                               11,451

MINORITY INTEREST                                            61,377

COMMON STOCK SUBJECT TO REDEMPTION (NOTE 5)               2,211,048

STOCKHOLDERS' (DEFICIT) EQUITY
Common stock                                                416,345
Additional paid in capital                                2,982,588
Accumulated (deficit)                                    (3,533,275)
Treasury stock                                           (1,889,550)
Total stockholders' (deficit) equity                     (2,023,892)
Total liabilities and stockholders' (deficit) equity        556,867

See independent accountants' report and notes to interim
consolidated financial statements

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

                                Three Months Ended         Nine Months Ended
                                   March 31                    March 31
                                2001          2000         2001         2000

Product sales                     17,000           -        17,000         -
Consulting, service, and
license fees (Note 9)            325,866      77,830      1,051,315  126,041

Total revenues                   342,866      77,830      1,068,315  126,041

Cost of product sales             15,200           -         15,200        -
Contract labor and other costs   134,876      39,311        366,023   99,099

Total cost of revenues           150,076      39,311        381,223   99,099

Gross profit                     192,790      38,519        687,092   26,942

Selling and administrative
Expenses                         150,014     158,980        536,270  511,007
Earnings (loss) from operations   42,776    (120,461)       150,822 (484,065)
Other income (expense)
Interest income                    1,628       2,931          5,893   20,976
Interest expense                    (980)    (54,807)        (3,315)(182,749)
Miscellaneous income                   -       1,500            162   12,579

Total other income (expense)         648     (50,376)         2,740 (149,194)

Net earnings (loss) before
minority interest                 43,424     (170,837)      153,562 (633,259)
Minority interest                (10,505)      24,365       (55,355)  88,343
Earnings (loss) before income
Taxes                             32,919     (146,472)       98,207 (544,916)
Income taxes (Note 6)                  -            -             -        -
Net earnings (loss) from
continuing operations             32,919     (146,472)       98,207 (544,916)
Gain on disposal of systems
integration segment (Note 4)           -      250,000        75,000  250,000

Net earnings (loss)               32,919      103,528       173,207 (294,916)

Basic and diluted earnings
(loss) per common share
(Note 3)
Net earnings (loss) from
continuing operations                  -           -              -     (.02)
Gain on disposal of systems
integration segment                    -           -              -      .01
Net earnings (loss)                    -           -              -     (.01)
Weighted average shares
outstanding
Basic                         41,873,998  35,417,492     41,746,027 35,414,617
Diluted                       41,891,914  35,417,492     41,835,742 35,414,617

See independent accountants' report and notes to consolidated
financial statements.

                                3SI HOLDINGS, INC.
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                       Nine Months Ended
                                                            March 31
                                                    2001            2000

Operating activities
Net earnings (loss)                                 $  173,207     $ (294,916)
Reconciling adjustments
Depreciation and amortization                           19,172         28,287
Gain on disposition of assets                          (75,000)             -
Stock for services (Note 7)                             58,087              -
Income (loss) attributable to minority interest         55,355        (88,343)
Change in operating assets and liabilities
Accounts receivable                                   (144,790)       330,963
Other assets                                            (8,933)        53,513
Accounts payable                                       (67,530)      (798,129)
Unearned revenue                                        32,400              -
Other liabilities                                            -       (156,675)

Total adjustments                                     (131,239)      (630,384)

Net cash provided by (used for) operating activities    41,968       (925,300)

Investing activities
Proceeds from sale of assets                             5,000              -
Interest accrued on savings                               (290)             -
Purchases of equipment                                 (34,286)       (10,532)
Software development costs                                   -        (15,756)

Net cash provided by (used for) investing activities    40,424        (26,288)

Financing activities
Payments on capital lease                               (5,601)             -
Proceeds from exercise of stock options                      -         11,500
Purchase of treasury shares                                  -        (21,528)
Net cash (used for) financing activities                (5,601)       (10,028)
Net change in cash and cash equivalents                 76,791       (961,616)
Cash and cash equivalents, beginning                   137,698      1,372,293
Cash and cash equivalents, ending                      214,489        410,677
Supplemental disclosures of cash flow information
Interest paid                                            3,315        182,749
Income tax paid                                              -              -

See independent accountants' report and notes to consolidated
financial statements.

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

NOTE 2.  GOING CONCERN

The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern.  At March 31,
2001, the Company has positive working capital (current assets
minus current liabilities) of $127,150.  The Company has $153,562
of net earnings before minority interest and $230,821 in working
capital provided by operations for the nine months ended March
31, 2001.  Management believes that there is no longer
substantial doubt about the Company's ability to continue as a
going concern.

NOTE 3.  (LOSS) EARNINGS PER SHARE

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

Net (loss) earnings per share for the nine months ended March 31,
2000 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.

NOTE 4.  CONTINGENCIES

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 is included in the
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 did not exceed contract renewal
payments through October 2000.  No additional contingent payments
are estimated to be due to TSIH at March 31, 2001.  There is
currently no assurance as to when or if any contingent payments
will be earned.

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 March 31, 2001 balance sheet.

NOTE 5.  COMMON STOCK SUBJECT TO REDEMPTION

TSIH has issued 6,460,137 shares of common stock ("the SAN
shares") that are subject to redemption under the following
terms.  All contingent payments received after August 2000 from
the May 1999 sale of the systems integration business will be
used to redeem the SAN shares.  In addition, TSIH will use 50% of
any capital investment or loans, and 50% of subsequent net
income, to redeem SAN shares.  For redemption payments after
September 2000, the SAN shares shall be transferred back to TSIH
at $.52 per share, or the then current market price, whichever is
higher.  At the point SAN has received redemption payments
totaling $2,211,048, TSIH will have the right, but not the
obligation, to continue purchasing the SAN shares.

TSIH has received a contingent payment of $75,000 in September
2000 (see Note 4) which must be used to redeem SAN shares under
the terms of the redemption agreement.  This redemption agreement
is being contested, and consequently no redemptions will be made
until after the dispute is resolved.

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.  This
complaint alleges breach of contract, fraudulent
misrepresentation, fraudulent concealment, diversion of corporate
opportunity conversions, violation of state securities laws, and
civil conspiracy.  The relief sought includes, among other
things, money damages and recission of the settlement agreement,
as discussed above.  Management is unable to take any position at
this time as to the likely outcome of the matter.

NOTE 6.  INCOME TAXES

TSIH has sufficient net operating loss carryforward to offset the
current taxable income.  There is no income tax liability as of
March 31, 2001.

NOTE 7.  STOCK FOR SERVICES

TSIH entered into an agreement with a law firm to prepare
registration statements with the Securities and Exchange
Commission and perform other services in exchange for 332,531
shares of TSIH common stock, with a value upon issuance of
$58,087 ($.175/share).

NOTE 8.  RECLASSIFICATIONS

Certain items from the March 31, 2000, statements of earnings
have been reclassified in order to make them more comparable to
the current financial statements.  There is no effect on net
earnings (loss).

NOTE 9.  MAJOR CUSTOMER REVENUE

                                   Three Months Ended       Nine Months Ended
                                        March 31                March 31
                                   2001          2000       2001         2000

Major customer #1                    287,197       50,000   934,426     50,000

Major customer #2 (related party)     49,400            -   114,200          -
Other                                  6,269       27,830    19,689     76,041

Total revenue                        342,866       77,830  1,068,315   126,041

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

Management's Discussion.

(a)  Overview.

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

The addition of document management and portal management to
the family of KEWi products, along with the expansion of
capabilities in the knowledge management and request tracking
products, has increased the size of the potential market for KEWi
products and services.

KEWi version 3 was released February 1, 2001.

(b)  Agreements.

As of October 2000, the Registrant expanded its agreement
with QCS to develop and maintain the QCS web site.

The Registrant has also entered into an agreement with SMI
to maintain and operate an Internet-based customer support system
for FY 2001, for the U.S. Air Force Operational Space and Support Program.

Through March 31, 2001, the Registrant has recognized
$934,000 of FY 2001 revenue from QCS and $114,000 of FY 2001
revenue from SMI.  Under the current agreements, the Registrant
will earn another $66,000 in FY 2001.  The Registrant is
currently in negotiations with QCS to provide additional services.

Effective as of March 22, 2001, the Registrant entered into
an agreement with Storage Technology Corporation ("STC") to
replace STC's paging systems and programs.  Anticipated revenue
under this agreement is $120,000.  No revenue had been earned
under this agreement through March 31, 2001.

Financial Condition.

(a)  Working Capital.

As of March 31, 2001, the Registrant has working capital of
approximately $127,000.  Working capital provided by operations
was $53,000 for the three months ended March 31, 2001.

Fees under the QCS agreement are billed as project
milestones are achieved.  Payments are due within 30 days.
Substantially all accounts receivable are in the 0-60 day aging
category.  Fees under the SMI agreement were paid in advance.

(b)  Commitments.

The Registrant has an obligation as of March 31, 2001, to
redeem $75,000 of its common stock subject to redemption.  This
obligation is being contested.

(c)  Other Sources of Working Capital.

Management is anticipating that the $50,000 escrow account
(held to register the common stock subject to redemption) will be
released in the following quarter when the Registrant has
fulfilled its obligation to prepare the registration statements.

The May 1999 sale of the systems integration business
provides for contingent payments based on subsequent profits of
the business sold.  The Registrant will share in 50% of the
profits in excess of $75,000 for the year ended April 2001.  The
first $158,000 of these contingent payments earned will be
retained by the buyer to pay for compensated absences for former
Registrant employees.  Profits from the sold business (unaudited)
through October 31, 2000, have not exceeded $75,000.  Estimates
of these profits through April 30, 2001, are currently unavailable.

(d)  Credit Facilities.

The Registrant currently has no line of credit facility in
place.  The provision in the SAN common stock redemption
agreement, requiring that 50% of loan proceeds will be used to
redeem the SAN shares, may impact the Registrant's ability to
obtain additional short-term financing.

(e)  Cash Requirements.

Management believes that it has the ability to generate
sufficient cash to support its operations for the next twelve months.

Results of Operations.

(a)  Three Months Ended March 31, 2001.

Revenues increased by approximately $265,000 for the three
months ended March 31, 2001 compared to March 31, 2000.  This
primarily reflects the new agreements with QCS and SMI International.

Selling and administrative expenses decreased by
approximately $9,000 for the three months ended March 31, 2001
compared to March 31, 2000.  This is primarily attributable to
the following items:

Legal fees decreased by $18,000

Consulting and commissions increased by $23,000

All other costs decreased by $14,000

Interest expense decreased by approximately $54,000 for the
three months ended March 31, 2001 compared to March 31, 2000.
The March 31, 2000 interest expense was related to debt to SAN.
This debt was settled in March 2000 in exchange for common stock
subject to redemption.

(b)  Nine Months Ended March 31, 2001

Revenues increased by approximately $942,000 for the nine
months ended March 31, 2001 compared to March 31, 2000.  This
primarily reflects the new agreements with QCS and SMI International.

The March 31, 2001 revenues include a non-recurring $100,000
licensing fee for the use of KEWi software.

Selling and administrative expenses increased by
approximately $25,000 for the nine months ended March 31, 2001
compared to March 31, 2000.  This is primarily attributable to
the following items:

Legal fees decreased by $15,000

Consulting and commissions increased by $59,000

All other costs decreased by $19,000

Interest expense decreased by approximately $179,000 for the
nine months ended March 31, 2001 compared to March 31, 2000.  The
March 31, 2000 interest expense was related to debt to SAN.  This
debt was settled in March 2000 in exchange for common stock
subject to redemption.

Risk Factors.

The Registrant recognizes that with the trend toward
Internet-based software products, there is a short window of
opportunity where KEWi, 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)  Product Development.

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.
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.  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.

(c)  Registrant Only Has Limited Assets.

The Registrant has only limited assets.  As a result, there
can be no assurance that the Registrant will generate significant
revenues in the future; 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.

(d)  Success of Registrant Dependent on Management.

The Registrant's success is dependent upon the hiring of key
administrative personnel.  None of the Registrant's officers,
directors, and key employees have an employment agreement with
the Registrant; therefore, there can be no assurance that these
personnel will remain employed by the Registrant.  Should any of
these individuals cease to be affiliated with the Registrant for
any reason before qualified replacements could be found, there
could be material adverse effects on the Registrant's business and
prospects.  In addition, management has no experience in managing
companies in the same business as the Registrant.

In addition, all decisions with respect to the management
of the Registrant will be made exclusively by the officers and
directors of the Registrant.  Investors will only have rights
associated with ownership interests to make decisions which
effect the Registrant.  The success of the Registrant, to a large
extent, will depend on the quality of the directors and officers
of the Registrant.  Accordingly, no person should invest in the
shares unless he is willing to entrust all aspects of the
management of the Registrant to the officers and directors.

(e)  Control of Registrant by Officers and Directors.

The Registrant's officers and directors beneficially own
approximately 64% 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.

(f)  Limitations on Liability, and Indemnification, of
Directors and Officers.

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.

(g)  Potential Conflicts of Interest Involving Management.

Currently, only two of 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.

(h)  Product Distribution and Market Acceptance.

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.

(i)  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.

(j)  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.

(k)  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 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.

(l)  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
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.

(m)  Transactional Security Concerns.

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.

(n)  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 one 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 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 its business.  In some
jurisdictions, the Registrant will be required to collect value-
added taxes on the Registrant's fees.  The Registrant's failure
to comply with foreign laws could subject it to penalties ranging
from fines to bans on the Registrant's ability to offer its services.

(o)  Influence of Other External Factors on Prospects for Registrant.

The industry of the Registrant in general is a speculative
venture necessarily involving some substantial risk. There is no
certainty that the expenditures to be made by the Registrant will
result in a commercially profitable business.  The marketability
of its products will be affected by numerous factors beyond the
control of the Registrant.  These factors include market
fluctuations, and the general state of the economy (including the
rate of inflation, and local economic conditions), which can
affect companies' spending.  Factors which leave less money in
the hands of potential customers of the Registrant will likely
have an adverse effect on the Registrant.  The exact effect of
these factors cannot be accurately predicted, but the combination
of these factors may result in the Registrant not receiving an
adequate return on invested capital.

(p)  No Cumulative Voting

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.

(q)  Absence of Cash Dividends

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.

(r)  Limited Public Market for Registrant's Securities.

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.

(s)   Assurance of Continued Public Trading Market; Risk
of Low Priced Securities.

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.

(t)  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.

(u)  Shares Eligible For Future Sale.

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 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 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.

In a Form 8-K filed on March 24, 2000, the Registrant
disclosed an action and its settlement:

(a)  A vendor of the Registrant, Storage Area Network, who
was allegedly owed $2,211,048 at June 30, 1999, filed suit to
attempt to attach the Registrant's assets for the collection of
that liability.  A settlement agreement was reached in March
2000.  Storage Area Network received 6,460,137 shares of
restricted common stock, and the liability to SAN was discharged.
No gain or loss was recorded upon this settlement.

After the Registrant paid off another vendor in August 2000,
these shares are subject to redemption under the following terms:
All subsequent contingent receipts from the May 1999 sale of the
systems integration business will be used to redeem these shares.
In addition, the Registrant will use 50% of any capital
investment or loans, and 50% of subsequent net income, to redeem
these shares.  For redemption payments through September 2000,
these shares will be transferred back to the Registrant at $0.35
per share.  For subsequent redemption payments, these shares
shall be transferred back to the Registrant at $0.52 per share,
or the then current market price, whichever is higher.  At the
point Storage Area Network has received redemption payments
totaling $2,211,048, the Registrant will have the right, but not
the obligation, to continue purchasing these shares.

A $50,000 escrow account was established by the Registrant
under the settlement agreement for the Registrant to use to cover
the expenses of registering these shares during the year ended
June 30, 2001.  Interest expense of $182,749 and $19,603 for the
years ended June 30, 2000 and 1999, respectively, was incurred
and paid to Storage Area Network prior to the settlement.

(b)  Certain information has recently come to the attention
of the Registrant's management that necessitates that the
Registrant now dispute the liability to Storage Area Network, as
set forth above.  The Registrant has consulted with counsel and
on February 28, 2001 filed a complaint in the District Court of
the State of Colorado, County of Arapahoe (Case Number 01CV0547).
This complaint alleges breach of contract, fraudulent
misrepresentation, fraudulent concealment, diversion of corporate
opportunity conversions, violation of state securities laws, and
civil conspiracy.  The relief sought includes, among other
things, money damages in excess of $20,000,000 and recission of
the settlement agreement, as discussed above.  Management of the
Registrant is unable to take any position at this time as to the
likely outcome of the matter.

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 third 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: May 15, 2001                           By: /s/ Frank W. Backes
                                              Frank W. Backes, President and
                                              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).

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

1