Stockholders' Equity
Preferred Stock, Authorized 10,000,000 Shares, No Par Value, No Shares Issued and Outstanding - -
Common Stock, Authorized 100,000,000 Shares, No Par Value, Shares Issued and Outstanding 23,349,197 and 22,709,197 Shares, Respectively

from the 14C

Nicholas Investment Company, Inc. and Christian Berlandier (collectively, the "Controlling Shareholders"), control the voting equivalent of 478,086,555 shares of common stock, representing a majority (83%) of the Company's issued and outstanding shares of voting stock and voted to approve the proposal described in this Information Statement. Accordingly, no proxies will be solicited and no action is required on your behalf. The cost of printing and distributing this Information Statement and holding the Special Meeting (including the reimbursement of certain parties for their expenses in forwarding this Information Statement to beneficial owners of the Common Stock) will be paid by the Company.

The Company's principal executive offices are located at 43180 Business Park Drive, Suite 201 Temecula, CA 92590.

[URL=http://secfilings.nasdaq.com/filingFrameset.asp?FileName=0001262463%2D04%2D000017%2Etxt&FilePath=%5C2004%5C06%5C03%5C&CoName=S3I+HOLDINGS+INC&FormType=10QSB&RcvdDate=6%2F3%2F2 004&p]http://secfilings.nasdaq.com/filingFrameset.asp?FileName=0001262463%2D04%2D000017%2Etxt&FilePath=%5C2004%5C06%5C03%5C&CoName=S3I+HOLDINGS+INC&FormType=10QSB&RcvdDate=6%2F3%2F 2004&p[/URL] df=

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Nicholas Investment Company, Inc. and Christian Berlandier (collectively, the "Controlling Shareholders"), control the voting equivalent of 478,086,555 shares of common stock, representing a majority (83%) of the Company's issued and outstanding shares of voting stock and voted to approve the proposal described in this Information Statement

it looks like maybe the 10Q was filled out wrong??

where did those VOTING shares come from....

i am out-- i could be wrong, but i think there is some dilution in the future...
the papers don't say it will happen,just that they now can, but i do my best to avoid this sort of thing..it could still go up.....

Dear Shareholders:

A special meeting of shareholders of S3I Holding, Inc., a California corporation (the "Company"), was held on September 8, 2004 at 2:00 p.m. local time, at 43180 Business Park Dr., Suite 201 Temecula, CA 92590 for the following purposes:

1. To consider and vote upon a proposal to amend the Company's Articles of Incorporation:

a. To authorize 2,020,000,000 shares of capital stock of the Company, of which 2 billion will relate to common stock, subject to further designation by the Board of Directors of the Company, and 20 million will relate to preferred stock, subject to further designation by the Board of Directors of the Company; and

(1) Figures based on an estimated 99,989,687 shares of common stock and 4,730,000 shares of Preferred Series B outstanding as of September 8, 2004.

(2) Class B Preferred stock is entitled to 100 votes per share.

The Preferred B has 100 votes for each Pfd sh held. Therefore, since Belandier owns about at least 4,230,000 of those shares, he would control the vote of about 423 mil shs equivalent common votes.

Common shs oustanding is 99,989,687 shs, of which Belandier owns 3,866,555 shs which raises his voting power to 426,866,555 shs.

Nicholas Investment Company,Inc. owns the equivalent of 51,220,000 votes in either common stock, lesser number of Pfd B or a combination of both common and Pfd B. My educated guess is that they own all common shs. Add the 51 plus mil to the 426 plus mil owned by Belandier and it totals 478,086,555 equivalent common share votes.

Now strictly talking I/O common shs, they stated there are/were 99,989,687 common shs issued and outstanding. Since Belandier also owns 3,866,555 common shs and adding to that 51,220,000 common shs of Nicholas Investment (remember I am assuming they own all common shs) the total owned by both would be 55,086,555 common shs held by so-called insiders. Therefore, the float would be about 44,903,132 common shares.

The existence of the Pfd B shs with 100 equivalent common shs for each Pfd B sh owned by Belandier represents a "voting arrangement". Such a situation would not be allowed to exist with any company listed or attempting to list on the NYSE, since it negates all power of the common shareholders.

I assume you are all aware that the name is now changed to "BD Investment Co. Other than their ownership in shares of SEIH, I can find no other connection with Nicholas Investment Co.,Inc. I do, however, find it interesting that they are now calling themselves an "investment company".

Bottom line, is basically that control has not changed...it remains with Belandier. I am guessing that no more Pfd B shs have been issued beyond the above. That leaves common, now increased to 2 bil authorized shs. Remember the outstanding still remains at 99 mil plus so that has not changed. Further, the float probably remains the same.
Question is, what might they do with the approx. 1.9 bil shs that are authorized but not issued and outstanding.

I am tired of typing. Still have my 50K at .04 and will wait to see what happens.

i still say the 10Q was falsely presented...
it clearly states NO PREFFERRED shares

where did you find the reference to the class B prefered? i din't see them in the latest...
the only thing i see there that could imply them is this...

CONVERTIBLE DEBENTURES

In December 2003, the Company received $53,500 pursuant to a convertible debenture agreement. The convertible debenture matured in February 2004, bears interest at 8% and is convertible into common stock at a 35% discount of the market price on the date of conversion.

In January 2004, the Company received $100,000 pursuant to a convertible debenture agreement. The convertible debenture matured in April 2004, bears interest at 8% and is convertible into common stock at a 35% discount of the market price on the date of conversion.

it's no big deal, i'm out and not hurt, not whining, but....
it is important to ME to learn from MY mistakes....

Stockholders' Equity
Preferred Stock, Authorized 10,000,000 Shares, No Par Value, No Shares Issued and Outstanding

I didn't check out the last 10Q, but the Pre14C stated the following which I have copied:

PREFERRED STOCK, SERIES A

As of the Record Date, the Company has 5 million shares authorized of Series A Preferred Stock ("Class A"). The Series A stock is convertible into shares of common stock on a 1:1 basis, has no dividend preferences, and does not earn interest. In lieu of voting rights, the Series A stock has the right to appoint three members to the board of directors. All previously issued shares of Series A preferred stock have been converted into either common stock or Preferred Series B.

PREFERRED STOCK, SERIES B

As of the Record Date, the Board has authorized Series B Preferred having, as a class, a total of five million shares (5,000,000) authorized, of which 4,730,000 shares were issued and outstanding, with each share being entitled to the voting equivalent of 100 shares of common stock. The Series B Preferred does not earn interest and cannot receive dividends, but it is convertible on a 1:1 basis into Series A preferred stock.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of September 8, 2004, the beneficial ownership of the Company's Common Stock (i) by any person or group known by the Company to beneficially own more than 5% of the outstanding Common Stock, (ii) by each Director and executive officer and (iii) by all Directors and executive officers as a group. Unless otherwise indicated, the holders of the shares shown in the table have sole voting and investment power with respect to such shares. The address of all individuals for whom an address is not otherwise indicated is 43180 Business Park Drive, Suite 201 Temecula, CA 92590.

7

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Name and Address
-------------------------- Number of Shares
Beneficially Owned
------------------------ Class
------------------------- Percentage
of Class (1)
----------------
Christopher Berlandier (2)
Director 4,230,000
3,866,555 Class B Pref
Common 85%
.002%

Shane H. Traveller
Director, Interim CFO -0-

Dennis Keating
Director -0-

Chris Bickel
Interim CEO -0-

Total officers and Directors, as a class 4,230,000
3,866,555 Class B Pref
Common 85%
.002%

(1) Figures based on an estimated 99,989,687 shares of common stock and 4,730,000 shares of Preferred Series B outstanding as of September 8, 2004.

(2) Class B Preferred stock is entitled to 100 votes per share.
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