~~United~~SECURITIES ~~States~~AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 8 - K

~~SECURITIES~~ Current ~~AND~~Report ~~EXCHANGE~~Pursuant ~~COMMISSION~~to Section 13 or 15(d) of the Securities Act of 1934

~~Washington,~~Date ~~D.C.~~of ~~20549~~Report: June 17, 2004

~~FORM~~ Commission ~~8-K~~File Number: 000-28767

~~CURRENT~~S3I ~~REPORT~~HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter)

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1933


California		98-0336674
(State or other jurisdiction of incorporation or organization)		(IRS Employer ID Number)

~~Date~~43180 Business Park Drive, Suite 202 Temecula, CA 92590 (Address of ~~Report~~principal executive offices) Registrant's telephone number, including area code: ~~October~~909-587-3618 21 5927 Priestly Drive, ~~2003~~Suite 101 Carlsbad, CA 92008 (Former name or former address, if changed since last report)

~~Commission File Number: 000-4970~~ 1

~~S3I~~ Item ~~Holdings~~6. Resignation of Director On June 13, ~~Inc~~2004, the Company accepted the resignation of Art Malone Jr. from the Board of Directors. At this time, no one has been chosen to fill the vacancy left by the resignation of Mr. Malone. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS A) Financial Statements: N/A B) Exhibits:

(formerly Axtion Foods, Inc.)

Exhibit No.	Description	Location
3.1	Articles of Incorporation	Previously Filed
3.2	Bylaws	Previously Filed
4.1	Certificate of Designation of Preferred Stock Voting Rights of S3I Holdings, Inc.	Previously Filed

California	98-0336674
(State or other jurisdiction of incorporation or organization)	(IRS E.I.N Number)
5927 Priestly Drive, Carlsbad, California
(Address of principal executive offices)	(Zip Code)
(760) 602-1946
Registrant's telephone number, including area code

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

S3I Holdings, Inc.

~~Securities~~June ~~registered~~17, ~~pursuant~~2004 toDate ~~Section~~/s/ ~~12(b)~~Wayne ofYamamoto ~~the~~Wayne ~~Act: None~~Yamamoto, CEO

~~Securities registered pursuant to Section 12(g) of the Act: Common Stock~~ 2

Item 1. Change of Control of Registrant. None.

Item 2. Acquisition or Disposition of Assets. None.

Item 3. Bankruptcy or Receivership. None.

Item 4. Changes in Registrant's Certifying Accountant. None.

Item 5. Other Events. On October 11, 2003, at 9 a.m., a Meeting of the Board of Directors took place. Pursuant to majority consent of the shareholders of the Issuer, Christopher Berlandier was appointed as Chairman of the Board of the Company. The majority shareholders also consented to the removal of Fred Villella as a Director and President, but would remain with the company in other capacities to be determined. On October 13, 2003, Mr. Villella prepared a letter stating he was no longer an Officer or a Director of the Company. As stated below in Item 6, Jim McMahon resigned as a Director. The current members of the Board consists of Christopher Berlandier and Wayne Yamamoto.

Item 6. Changes of Registrant's Directors. On October 11, 2003, Jim McMahon presented a letter of resignation as a Director of the Company and stated no reason for his resignation.

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Item 7. Financial Statements and Exhibits.

Item 8. Change in Fiscal Year. None.

Item 9. Regulation FD Disclosure. None.

EXHIBITS

The following exhibit is furnished in accordance with the provisions of Item 601 and Regulation S-B.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

S3I Holdings, Inc.

Dated: October 21, 2003

/s/ Wayne Yamamoto

Wayne Yamamoto

CEO and Director

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