U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR
For the Period Ended: December 31, 1998
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:__________________
______________________________________________________________________________
Nothing in this form shall be construedto imply that the
Commission has verified any information contained herein.
______________________________________________________________________________
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates.......................
______________________________________________________________________________
Part I - Registrant Information
______________________________________________________________________________
Full Name of Registrant: 3Si Holdings, Inc.
Former Name if Applicable: n/a
Address of Principal Executive Office: 6886 S. Yosemite Street
City, State and Zip Code: Englewood, Colorado 80112
______________________________________________________________________________
Part II - Rules 12b-25 (b) and (c)
______________________________________________________________________________
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief purusant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort expense; [X]
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20F, 11-K or Form N-SAR, or portion thereof will be filed on
or before the fifteenth calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following the prescribed due
date; [X] and,
(c) The accountant's statement or other exhibit required by Rule 12b-
25(c) has been attached if applicable. [ ]
1
<PAGE>
______________________________________________________________________________
Part III - Narrative
______________________________________________________________________________
State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K, 10-Q,
N-SAR or the transition report or portion thereof could not be filed within
the prescribed time period.
The Form 10-Q for the period ended December 31, 1998 could not be filed in a
timely manner due to (1) the Company's waiting on an expected confirmation of
its obtaining approval on its new revolving line of credit on or about
February 16, 1999 which had not occurred by the filing deadline. The Company
anticipates having confirmation of its new revolving line of credit within the
next few business days and will complete its filing at that time.
______________________________________________________________________________
Part IV - Other Information
______________________________________________________________________________
(1) Name and telephone number of person to contact in regard to this
notification:
F. Larry Valdez, CEO (303) 741-9123
(2) Have all other periodic reports required to be filed by Section 13
or 15(d) of the Securities Exchange Act of 1934 or section 30 of the
Investment Company Act of 1940 during the preceding 12 months or for such
shorter period that the Registrant was required to file such report(s) been
filed? If the answer is no, identify report(s).
Yes [X] No [ ]
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
Yes [X] No [ ]
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
The Company realized a net loss from operations of ($415,464) versus net
earnings from operations of $65,756 during the quarters ended December 31,
1998 and 1997, respectively. The change in earnings is the direct result of
lower hardware sales occurring due to restrictions on the Company's revolving
line of credit placed on the line during the quarter ended December 31, 1998.
Summary Financial Information:
Quarter Ended Six Months Ended
December 31, December 31,
1998 1997 1998 1997
Product sales $3,578,225 5,533,847 10,003,279 10,850,278
Consulting and other
service revenue 1,597,076 2,332,767 3,598,381 4,317,978
Net sales 5,175,301 7,866,614 13,601,660 15,168,256
Gross profit 1,486,136 2,396,033 3,457,998 4,615,198
Earnings (loss) from
operations (415,464) 65,756 (324,468) 91,868
Net earnings (loss) $(460,996) 51,859 (435,362) 97,007
2
<PAGE>
3Si Holdings, Inc.
(Name of Registrant as specified in its charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: February 17, 1999 By: /s/ F. Larry Valdez
Chief Executive Officer,
Chairman of the Board of Directors
3
