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, 2002

                                           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 March 31, 2002, the Registrant had 35,455,337 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 MARCH 31, 2002                                       3

              CONSOLIDATED STATEMENTS OF OPERATIONS
              FOR THE THREE AND NINE MONTHS ENDED
              MARCH 31, 2002 AND MARCH 31, 2001                          4

              CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED
              MARCH 31, 2002 AND MARCH 31, 2001                          5

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                 6

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

PART II - OTHER INFORMATION

     ITEM 1.  LEGAL PROCEEDINGS                                         18

     ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS                 19

     ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                           19

     ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS       19

     ITEM 5.  OTHER INFORMATION                                         19

     ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                          19

SIGNATURE                                                               19

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCAL STATEMENTS.

                              3SI HOLDINGS, INC.
                          CONSOLIDATED BALANCE SHEET
                                MARCH 31, 2002
                                  (Unaudited)

                                    ASSETS

CURRENT ASSETS
Cash and cash equivalents                                       $   159,365
Accounts receivable - trade                                          10,825
Other current assets                                                 12,682

Total current assets                                                182,872

EQUIPMENT AT COST
Computer systems and software                                       150,156
Less accumulated depreciation and amortization                      (62,379)
Net equipment                                                        87,777
Total assets                                                        270,649

                    LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES
Current portion of long-term debt                                    10,074
Accounts payable - trade                                             82,908
Accrued liabilities (Note 3)                                        157,708
Unearned revenue                                                     69,175
Total current liabilities                                           319,865

LONG-TERM DEBT                                                          922

MINORITY INTEREST                                                    34,302

STOCKHOLDERS' (DEFICIT)
Common stock                                                        356,703
Additional paid-in capital                                        5,490,963
Accumulated (deficit)                                            (5,893,922)
Treasury stock                                                      (38,184)
Total stockholders' (deficit)                                       (84,440)
Total liabilities and stockholders' (deficit)                       270,649

                  See notes to consolidated financial statements

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

<TABLE>
<CAPTION>
                                               Three Months Ended               Nine Months Ended
                                                    March 31                       March 31
                                             2002            2001             2002           2001
                                                          (Restated)                      (Restated)
<S>                                          <C>           <C>                <C>           <C>
Consulting, service, and license fees        $  265,767    $   372,241        $  775,750    $ 1,038,940
Contract labor and other costs                   63,019        150,076           180,351        381,223
 Gross profit                                   202,748        222,165           595,399        657,717

Selling and administrative expenses             384,689        150,014           800,955        528,313
 (Loss) earnings from operations               (181,941)        72,151          (205,556)       129,404

Other income (expense)
 Interest expense                                  (556)          (980)           (2,062)        (3,315)
 Miscellaneous income                             1,162          1,628             5,053          6,055
 Total other income (expense)                       606            648             2,991          2,740

Net (loss) earnings before minority interest   (181,335)        72,799          (202,565)       132,144

Minority interest                                (2,645)       (18,256)          (18,403)       (47,605)

Net (loss) earnings before income taxes        (183,980)        54,543          (220,968)        84,539

Income taxes (Note 5)                                 -              -                 -              -

Net (loss) earnings from continuing
 operations                                    (183,980)       54,543           (220,968)        84,539

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

Net (loss) earnings                            (183,980)      54,543            (220,968)       159,539

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

Net (loss) earnings from continuing
Operations                                       (0.01)           -                (0.01)             -

Gain on segment disposal                             -            -                    -              -

Net (loss) earnings                              (0.01)           -                (0.01)             -
</TABLE>

                   See notes to consolidated financial statements

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

                                                         Nine Months Ended
                                                              March 31
                                                         2002          2001
Operating activities:
Net (loss) earnings                                    $  (220,968)  $159,539
Reconciling adjustments:
Depreciation and amortization                               22,815     19,172
Gain on disposition of assets                                    -    (75,000)
Stock for services                                           2,074     50,130
Income attributable to minority interest                    18,403     47,605

Changes in operating assets and liabilities:
Accounts receivable                                         20,623   (144,790)
Other assets                                                (3,204)    (8,933)
Accounts payable                                            28,588    (67,530)
Unearned revenue                                            69,175     61,775

Total adjustments                                          158,474   (117,571)

Net cash (used for) provided by operating activities       (62,494)    41,968

Investing activities:
Proceeds on sale of assets                                       -     75,000
Equipment purchases                                        (21,637)   (34,286)
Funds released from                                         51,497          -
Interest accrued on savings                                      -       (290)

Net cash provided by investing activities                   29,860     40,424

Financing activities:
 Payments on capital lease                                  (6,477)    (5,601)

Net cash (used for) financing activities                    (6,477)    (5,601)

Net change in cash and cash equivalents                    (39,111)    76,791

Cash and cash equivalents at beginning of period           198,476    137,698

Cash and cash equivalents at end of period                 159,365    214,489

Supplemental disclosures of cash flow information

Interest paid                                                2,062      3,315

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 March 31, 2002, and the
results of operations and cash flows for the three months and nine
months ended March 31, 2002, and March 31, 2001.  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 - (LOSS) EARNINGS PER SHARE

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

Basic earnings per share for the three months and nine months ended
March 31, 2001, 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 and nine months ended March 31,
2001, includes common stock subject to redemption and assumes
conversion of all potentially dilutive stock options.

Weighted average shares outstanding

            Three Months Ended March 31             Nine Months Ended March 31
                2002            2001                       2002       2001

Basic        35,737,347       37,621,983               37,035,244   37,494,012
Diluted      35,737,347       41,896,169               37,035,244   41,839,336

NOTE 3 - COMMITMENTS AND CONTINGENCIES

Leases

Effective as of September 2001, TSIH 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 March 31, 2002 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 had been
recorded on TSIH balance sheets in previous periods.

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.  The
$2,211,048 previously recorded as common stock subject to redemption
has been transferred to stockholders' equity.  No gain or loss was
recorded related to this settlement.

Legal fees of $150,000 were incurred during the three months ended
March 31, 2002, related to this settlement.

NOTE 4 - RESTATEMENT

The sale of substantially all assets effective as of May 1, 1999, is
considered the discontinuation of a business segment.  Consistent with
interim financial statements for previous quarters, the statement of
operations for the nine months ended March 31, 2001, has been revised
to add the reporting of discontinued operations.  There is no effect
on net loss or equity related to this correction.

Consistent with interim financial statements for previous quarters,
the financial statements for the three months and nine months ended
March 31, 2001, 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     Nine Months Ended
                                                   March 31
                                          2001                  2001

Revenue                                $     29,375         $        (29,375)
Stock for services expense reduced                -                    7,957
Earnings attributable to minority
 Interest                                    (7,751)                   7,750
Net effect on earnings                 $     21,624         $        (13,668)

NOTE 5 - INCOME TAXES

TSIH had $2.7 million of net operating loss carryforwards as of June
30, 2001.  The January 14, 2002 settlement with SAN will reduce this
net operating loss carryforward by $2.2 million.  TSIH may not have
sufficient taxable income in future years to obtain the benefits of
the remaining net operating loss carryforwards.  Valuation allowances
are provided equal to the deferred tax asset for the benefits which
TSIH may not be able to use.

NOTE 6 - MAJOR CUSTOMER REVENUE


                                   Three Months        Nine Months
                                  Ended March 31       Ended March 31
                                2002         2001    2002         2001

Major Customer #1             $  209,167   $      -  $  500,000  $       -

Major customer #2                 23,375    316,572       66,125   905,051

Major customer #3
(related party)                   32,400     49,400      118,800   114,200

Other                                825      6,269       90,825    19,689

Total revenue                    265,767    372,241      775,750 1,038,940

NOTE 7 - STOCK OPTIONS

On October 12, 2001, TSIH 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

TSIH'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 TSIH'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 - GOING CONCERN

The accompanying financial statements have been prepared assuming that
TSIH will continue as a going concern.  At March 31, 2002, current
liabilities exceed current assets by $136,993.  Also at March 31,
2002, TSIH has a deficit in stockholders' equity of $84,440.  These
factors raise substantial doubt about TSIH's ability to continue as a
going concern.  The financial statements do not include any
adjustments relating to the recoverability and classification of
recorded assets, or the amounts and classification of liabilities that
might be necessary in the event TSIH cannot continue in existence.

The current liabilities include an accrued liability of $157,708 to
the company that purchased TSIH's systems integration business in
1999.  TSIH does not intend to make payments on this liability until
the issue related to contingent payments to TSIH described in Note 3
is resolved.

After entering into the January 14, 2002, settlement with SAN
described in Note 3, management is now able to fully concentrate on
promoting its products.  Management believes that TSIH will be able to
generate sufficient sales to meet its working capital needs.

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

Management's Discussion

Marketing Strategies and Opportunities

The Registrant has temporarily placed the pursuit of
opportunities in Asia and Europe on hold to focus attention on the
opportunities already created in the United States.

The opportunities for future sales include a significant number
of first-class organizations.  The Registrant's sales executives have
been working extremely hard qualifying and working on proposals to
more than fifteen companies. Several demonstrations of iKEW
capabilities are scheduled weekly. Given the limited marketing budget,
management believes this indicates a significant level of interest in
iKEW.   It is anticipated that the fourth quarter will provide
significant sales success, and build the foundation for growth and
prosperity.

The Registrant has several hundred iKEW users of various sizes,
and has spent time working on improving user relationships, up-selling
them on new iKEW capabilities.

The iKEW Product Suite

The Registrant completed a major re-architecture of the iKEW
software, which significantly increased its functionality and
availability for international use. This updated version of iKEW was
released March 6, 2002.  These upgrades to the software should
increase the size of the potential market for iKEW products and services.

The iKEW product suite continues to be upgraded and expanded.
Significant additional changes are expected to roll out in the quarter
ended June 30, 2002.

Major Sales Agreements

The Registrant completed its agreement with a major
telecommunications equipment provider to develop a web-based portal.
Fees for this agreement totaled $500,000. This major project was
delivered on schedule with all functionality requested by the client.

The Registrant has 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 March 31, 2002

(a)  Working Capital

     As of March 31, 2002, the Registrant had a deficit in working
capital of approximately $137,000.  Working capital used for
operations was approximately $173,000 and $178,000 for the three
months and nine months ended March 31, 2002, respectively.  Trade
receivables are all current.  Unearned revenue represents prepaid
maintenance fees to be earned over the balance of the annual terms.
All trade payables are current as of March 31, 2002, 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 March 31, 2002 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 company 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) has been released.

     The financial statement impacts of this transaction are 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.

     Legal fees of $169,000 were incurred in the three months ended
March 31, 2002 related to the settlement with SAN.

(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 March 31, 2002 balance sheet.
Management does not intend to make payments on this balance until the
contingent payment issue is resolved.

(d)  Credit Facilities

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

(e)  Cash Requirements

     After entering into the January 14, 2002, settlement with SAN
described at (b) above, management is now able to fully concentrate on
promoting its products.  Management believes that the Registrant will
be able to generate sufficient sales to meet its cash requirements for
the next twelve months.

Results of Operations

(a)  Overview

     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 nine months ended March 31, 2002 is $32,400
and $118,800 respectively. This represents 12% and 15% of total
revenues respectively.

     During the three months ended March 31, 2002 the Registrant
completed its $500,000 agreement with a major telecommunications
equipment provider to develop a web-based portal. No additional
revenues are anticipated under this agreement, and the Registrant has
fulfilled all of its obligations.

(b)  Three months Ended March 31, 2002, with Comparison to Three
months Ended March 31, 2001

     The Registrant reported net loss for March 2002 of $(183,980)
compared with restated net earnings of $54,543 for March 2001.

     Revenues decreased by approximately $106,000 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 $87,000. The Registrant had subcontract
costs of $72,000 related to the QCS web-site development agreement in
the three months ended March 31, 2001.

     Selling and administrative expenses for the comparative three-
month periods increased by approximately $235,000. This is primarily
attributable to the following factors:

     - Increased net compensation costs of $51,000. The Registrant
       hired a new CEO and expanded the marketing staff. Employee
       benefit costs have increased.

     - Increased legal fees of $180,000 primarily associated with the
       SAN settlement.

(c)  Nine months Ended March 31, 2002, with Comparison to Nine months
Ended March 31, 2001

     The Registrant reported a net loss for March 2002 of $(220,968)
compared with restated net earnings of $159,539 for March 2001.

     Revenues decreased by approximately $263,000 for the comparative
nine-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 nine-month periods decreased
by approximately $201,000. The Registrant had subcontract costs of
$199,000 related to the QCS web-site development agreement in the nine
months ended March 31, 2001.

     Selling and administrative expenses for the comparative nine-
month periods increased by approximately $273,000. This is primarily
attributable to the following factors:

     - Increased net compensation costs of $98,000. The Registrant
       hired a new CEO and expanded the marketing staff. Employee
       benefit costs have increased.

     - Increased travel costs of $24,000 associated primarily with
       the pursuit of opportunities in Asia and Europe.

     - Increased legal fees of $155,000 primarily associated with the
       SAN settlement.

     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 its business:

(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 $(220,968)  for
the nine months ended March 31, 2002.  At March 31, 2002, the
Registrant had an accumulated deficit of $5,893,922.  This raises
substantial doubt about the Registrant's ability to continue as a
going concern.

     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.

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: May 14, 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).