<PAGE>



                    AS FILED WITH THE SECURITIES AND EXCHANGE
                         COMMISSION ON DECEMBER 29, 1999


                                                  Registration No. 333-_________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              CLEARWORKS.NET, INC.
                   -----------------------------------------
             (Exact name of registrant as specified in its charter)


             DELAWARE                                 76-0576542
---------------------------------         --------------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)


2450 FONDREN, SUITE 200, HOUSTON, TEXAS                               77063
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                           (Zip  Code)


                              CLEARWORKS.NET, INC.
                          1999 LONG-TERM INCENTIVE PLAN
                                       AND
                             1998 STOCK WARRANT PLAN

--------------------------------------------------------------------------------
                           (Full titles of the plans)

                   Michael T. McClere, Chief Executive Officer
                              ClearWorks.net, Inc.
                             2450 Fondren, Suite 200
                              Houston, Texas 77063
--------------------------------------------------------------------------------
                     (Name and address of agent for service)
                                 (713) 334-2595
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)


                                    Copy to:


                             Alan L. Talesnick, Esq.
                                Patton Boggs LLP
                         1660 Lincoln Street, Suite 1900
                             Denver, Colorado 80264
                                 (303) 830-1776


<PAGE>

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

============================================================================================================================
 Title Of Securities To            Amount To Be                Proposed              Proposed               Amount Of
           Be                      Registered                   Maximum               Maximum            Registration Fee
                                                            Offering Price           Aggregate
     Registered (1)                                             Per Unit          Offering Price
----------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                           <C>                   <C>                    <C>
Common Stock,                 10,000,000 shares (2)            $2.5156            $25,156,000 (3)            6,700
$.001 par value
----------------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par        1,000,000 shares (4)            $3.00               $3,000,000                  792
value, underlying Class
A Warrants
----------------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par        1,000,000 shares (5)            $6.00               $6,000,000                1,584
value, underling Class B
Warrants
============================================================================================================================
</TABLE>


(1)  Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
     statement also covers an indeterminate amount of interests to be offered or
     sold pursuant to the 1999 Long-Term Incentive Plan (the "Incentive Plan").

(2)  Consists of 10,000,000 shares, in whole or in part, of authorized and
     unissued shares or treasury shares pursuant to our Incentive Plan.

(3)  The Proposed Maximum Aggregate Offering Price was calculated using the
     exercise price of the options and warrants previously granted for the
     shares underlying such options, and, pursuant to Rule 457(h), using the
     average of the high and low reported sales prices of the Company's common
     stock on the OTC Bulletin Board on December 28, 1999, which is within five
     business days of the date of filing (December 29, 1999) of this
     registration statement, for shares for which the exercise price is unknown
     because options or warrants representing those shares have not yet been
     granted.

(4)  Consists of 1,000,000 shares underlying Class A Warrants issuable pursuant
     to our 1998 Stock Warrant Plan (the "Stock Warrant Plan").

(5)  Consists of 1,000,000 shares underlying Class B Warrants issuable pursuant
     to our Stock Warrant Plan.

                                       2

<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         This registration statement relates to two separate prospectuses.


         Items 1 and 2 hereof, and the documents incorporated herein by
reference pursuant to Part II, Item 3 hereof, constitutes the first prospectus
relating to offers by our employees and consultants of 10,000,000 shares of
common stock to be issued pursuant to our Incentive Plan and of 2,000,000 shares
of common stock to be issued pursuant to our Stock Warrant Plan. Pursuant to the
requirements of Form S-8 and Rule 428, the information specified in Part I of
Form S-8 will be sent or given to Plan participants as specified by Rule
428(b)(1). The second prospectus, referred to as the re-offer prospectus,
relates to the re-offer or resale of any shares which are deemed to be "control
securities" or "restricted securities" under the Securities Act of 1933, as
amended.

                                       3
<PAGE>




                                                             REOFFER PROSPECTUS




                              CLEARWORKS.NET, INC.
                        12,000,000 SHARES OF COMMON STOCK


         This prospectus relates to the transfer of up to 12,000,000 shares
of common stock of ClearWorks.net, Inc. by the selling stockholders
identified in this prospectus. The shares have been, or will be, acquired by
the selling stockholders through awards granted under and upon the exercise
of options and warrants granted under our 1999 Long-Term Incentive Plan and
1998 Stock Warrant Plan. We will not receive any of the proceeds from the
sale of the shares by the selling stockholders. However, we will receive
proceeds from the exercise of options and warrants to purchase shares of
common stock that may be granted under the Plans.

         The selling stockholders have not entered into any underwriting
arrangements. The prices for the common stock may be the market prices
prevailing at the time of transfer, prices related to the prevailing market
prices, or negotiated prices. Brokerage fees or commissions may be paid by
the selling stockholders in connection with sales of our shares. We will not
receive any of the proceeds from the sale of the shares.

         OUR COMMON STOCK IS TRADED ON THE OTC BULLETIN BOARD UNDER THE
SYMBOL "CLWK". ON DECEMBER 28, 1999, THE CLOSING PRICE OF THE COMMON STOCK
WAS $2.3125 PER SHARE.

         INVESTING IN OUR SHARES INVOLVES CERTAIN RISKS. SEE THE "RISK
FACTORS" SECTION BEGINNING ON PAGE 4.

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.







                The date of this prospectus is December 29, 1999

<PAGE>




                    ----------------------------------------

                                TABLE OF CONTENTS

                    ----------------------------------------





PROSPECTUS SUMMARY............................................................3


RISK FACTORS..................................................................4


THE COMPANY...................................................................6


SELLING STOCKHOLDERS..........................................................8


PLAN OF DISTRIBUTION..........................................................9


LEGAL MATTERS.................................................................9


EXPERTS.......................................................................9


INDEMNIFICATION..............................................................10


WHERE YOU CAN FIND MOREINFORMATION...........................................10


INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..............................11


<PAGE>


                               PROSPECTUS SUMMARY

         THE FOLLOWING SUMMARY HIGHLIGHTS INFORMATION CONTAINED IN THIS
PROSPECTUS. IT MAY NOT BE COMPLETE AND MAY NOT CONTAIN ALL THE INFORMATION THAT
YOU SHOULD CONSIDER BEFORE INVESTING IN THE COMMON STOCK. YOU SHOULD READ THIS
ENTIRE PROSPECTUS CAREFULLY, INCLUDING THE "RISK FACTORS" SECTION.



THE COMPANY                         We provide voice, data and video services
                                    for both commercial and residential
                                    customers. We also provide structured
                                    wiring and computer hardware and software
                                    integration services to residential,
                                    commercial and education customers. We
                                    operate and provide our services in
                                    Houston, Texas and San Antonio, Texas and
                                    have a small office in Las Vegas, Nevada.

THE OFFERING                        The selling stockholders may sell a total
                                    of 12,000,000 shares of common stock. The
                                    shares have been or will be acquired by the
                                    selling stockholders pursuant to our 1999
                                    Long-Term Incentive Plan and 1998 Stock
                                    Warrant Plan.

                                    The shares may be sold at market prices or
                                    other negotiated prices. The selling
                                    stockholders have not entered into any
                                    underwriting arrangements for the sale of
                                    the shares.

                                    WE WILL NOT RECEIVE ANY PROCEEDS FROM THE
                                    SALE OF COMMON STOCK BY THE SELLING
                                    STOCKHOLDERS. HOWEVER, WE WILL RECEIVE
                                    PROCEEDS FROM THE EXERCISE OF OPTIONS AND
                                    WARRANTS TO PURCHASE SHARES OF COMMON STOCK
                                    GRANTED UNDER THE PLANS.

COMPANY OFFICES                     Our offices are located at 2450 Fondren,
                                    Suite 200, Houston, Texas 77063, telephone
                                    number (713) 334-2595.





                                       3

<PAGE>



                                  RISK FACTORS

         PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER, TOGETHER WITH THE
OTHER INFORMATION HEREIN, THE FOLLOWING FACTORS THAT AFFECT US.


WE HAVE HAD OPERATING LOSSES IN THE PAST.

         We had net losses of $252,316 for the fiscal year ended December 31,
1998 and of $757,000 for the nine-month period ended September 30, 1999.
Although we did have net earnings of $8,338 for the fiscal year ended
December 31, 1997, there is no assurance that our future operations will
again be profitable.

WE DEPEND ON KEY EMPLOYEES.

         We are highly dependent on the services of Michael T. McClere, our
Chairman of the Board and Chief Executive Officer, and Shannon D. McLeroy,
our President and Secretary. The loss of either or both of Mr. McClere or Mr.
McLeroy could hurt our business. We do not carry "key man" life insurance on
Mr. McClere or Mr. McLeroy, and there is no guarantee that we could replace
either at an affordable compensation level.

WE MAY NEED ADDITIONAL CAPITAL.

         We have incurred capital expenditures for construction of operating
facilities, equipment and office furniture used in our operations and
leasehold improvements for our executive offices. Capital expenditures during
the year ended December 31, 1998, totaled $210,000 and for the nine months
ended September 30, 1999, totaled $1,871,000. We estimate that we will need
approximately $3,000,000 over the next twelve months to construct
communications facilities in order to deliver our Bundled Digital Services sm
to our customers. On December 13, 1999, we closed a $5,000,000 private
placement agreement which will provide the capital over the next twelve
months to provide construction of communication facilities.

HISTORICALLY, WE DEPENDED ON JUST A FEW MAJOR CUSTOMERS.

         Although we have many customers, including oil and gas companies,
real estate developers, home builders, multiple unit developers, and
individuals, each of Enron Corp. and Exxon Chemical Americas represented more
than ten percent of our revenues last year. Specifically, for the year ended
December 31, 1998, Enron Corp. accounted for 20.36% of our revenues and Exxon
Chemical Americas accounted for 10.35% of our revenues. However, it is
currently anticipated that neither of these companies will represent 10% or
more of our revenues for 1999.

WE DEPEND ON THE AVAILABILITY OF SKILLED LABOR.

         The Company is growing rapidly, and we believe that our future
success will depend to a significant extent upon our ability to attract,
train and retain skilled technical, management, sales, marketing and
consulting personnel. Competition for skilled personnel is intense, and if we
fail to attract or retain such personnel our business could suffer.


                                       4

<PAGE>


WE FACE STRONG COMPETITION.

         Our Bundled Digital Services-SM- business is in intense competition
with many cable, telephone and Internet companies, and such competition is
expected to increase. Our ability to compete depends upon many factors, some
of which are beyond our control, including the timing of introduction of new
products and enhancements to existing products that we and our competitors
have developed, customer service and support, sales and marketing efforts,
and the performance, price and reliability of the Company's products.

         Our competition includes Internet service providers,
telecommunications companies and cable television companies that have longer
operating histories, longer customer relationships, and substantially greater
financial, management, technical development, sales, marketing, and other
resources. We currently represent less than 1% of the domestic cable,
telecommunications, and Internet market.

         We believe that our strengths in attracting customers include:
referrals from existing customers; our sales and marketing efforts, including
establishment of strategic relationships within the residential and
commercial real estate markets; customer service; and the overall
cost-effectiveness of our products. We believe that these strengths will
assist our efforts to attract a share of the ever-increasing market of
customers who are requiring that their telephone, video and Internet services
be provided by a single company. However, this trend also could cause greater
competition, resulting in increased pricing pressures which could negatively
affect our business, results of operations and financial condition.

NEW GOVERNMENT REGULATION COULD INCREASE OUR COSTS.

         Our telecommunication and cable services are regulated by the
federal, state and local governments. We are generally required to obtain
regulatory approvals in connection with providing telephone and cable
television services. For example, the cable and satellite television industry
is regulated by the Congress and the Federal Communications Commission (the
"FCC"), and various legislative and regulatory proposals under consideration
from time to time may substantially affect the Company's business.

         There is no guarantee that new laws or regulations will not affect
our products or that appropriate regulatory approvals will continue to be
obtained.

WE ARE GROWING RAPIDLY AND INTEND TO CONTINUE THAT GROWTH.

         Because of the Company's small size, we desire to continue to grow
rapidly in order to achieve certain economies of scale. Although there is no
assurance that this rapid growth will occur, to the extent that it does occur
it will place a significant strain on the Company's financial, technical,
operational and administrative resources. If we fail to continue to upgrade
our technical, administrative, operating and financial control systems, or if
unexpected difficulties occur, the Company's business, financial condition
and results of operations could be negatively affected.



                                       5

<PAGE>

WE MAY HAVE POTENTIAL CONFLICTS OF INTEREST WITH OUR OFFICERS AND DIRECTORS.

         Potential conflicts of interest may arise between us and our
officers and directors. Each officer and director may engage in other
business activities in addition to the individual's involvement with us. As a
result, conflicts of interest may arise in the area of corporate
opportunities or the area of conflicting time commitments. Conflicts of
interest also may develop with respect to contractual relationships that we
may enter into with our officers and directors.


                                   THE COMPANY

         We provide voice, data and video services for commercial,
educational and residential customers. We operate and provide services in
Houston, Texas, San Antonio, Texas and have a small office in Las Vegas,
Nevada.

         Our vision is to become an industry leader in integrated voice, data
and video solutions. We are pursuing this vision by integrating technology
and technology based companies into our organization focused on the delivery
of a suite of digital services to our clients. We are taking advantage of the
convergence of telephone, cable TV, satellite TV, telecommunications and
Internet technology to accomplish our objectives. Additionally, we intend to
take advantage of the deregulation of the telecommunications industry based
on the passage by the US Congress of the Telecommunications Act of 1996.

         We initially began developing our voice, data and video integration
capabilities to address business needs. During our early operations, we
recognized an opportunity to utilize our expertise to develop and deliver
Bundled Digital Services-SM- to residential customers directly. We have
developed a proprietary solution to deliver a digital services package
directly to consumers. Through research and development (R&D), we possess
technology that can utilize a high speed Internet connection for the delivery
of all services. We currently provide a wide array of digital solutions to
our commercial customers and began deploying our technology to residential
customers during the third quarter of 1999.

         On April 27, 1998, Southeast Tire Recycling, Inc., ("Southeast"), a
publicly traded Florida corporation with no ongoing operations that
previously had been engaged in the tire recycling business, purchased the
stock of Millennium Integration Technologies, L.L.C, ("Millennium"). As a
result, Millennium became a wholly owned subsidiary of Southeast. The
exchange of shares between Millennium and Southeast was accounted for as a
recapitalization of the Millennium operations into the corporate shell of
Southeast. At the time of this transaction, Southeast was an empty corporate
shell. On May 12, 1998, Southeast merged with and into the Company.

         On May 12, 1998, Southeast merged with and into ClearWorks
Technologies, Inc. (the "Company"), a Delaware corporation with no
stockholders, and the stockholders of Southeast became stockholders of
ClearWorks. The exchange of shares between Southeast and the Company was
accounted for as a second recapitalization of the Millennium operations into
the corporate shell of the Company.

         We then proceeded to expand our high tech business by acquiring
InfraResources, L.L.C.

                                       6

<PAGE>

("InfraResources") through our wholly owned subsidiary, Millennium, on May
26, 1998. We paid $40,000 cash and 80,000 shares of our restricted common
stock in exchange for all the outstanding interests of InfraResources. The
value recorded on the Company's books for the restricted common stock issued
by the Company was determined by the Company's management to be $2.06 per
share. The funding for this acquisition was derived from the Company's
revenues. InfraResources is a provider of high-end consulting services with
respect to integrated solutions for client/server based computing.

         On May 29, 1998, we acquired all the outstanding shares of Team
Renaissance, Inc. ("TeamLink") in exchange for 156,250 shares of the
Company's restricted common stock. TeamLink is a provider of network
computing solutions that specializes in delivering systems integration
services, design services, and structured wiring solutions. The value
recorded on the Company's books for the restricted common stock issued by the
Company was determined by the Company's management to be $2.06 per share.

         On November 19, 1998, we purchased all the assets of Vidatel
Communications ("Vidatel"), a sole proprietorship owned by Juan "John" Diaz,
which is engaged in the business of laying fiber optic and copper based
cable. The Company issued Mr. Diaz 98,039 shares of its restricted common
stock as consideration for the Vidatel assets. The value recorded on the
Company's books for the restricted common stock issued by the Company was
determined by the Company's management to be $1.53 per share. The Company
incurred no liabilities in this transaction other than assuming a note
payable to Planet Ford bearing interest at 13.46%, due $513.33 monthly until
September 2002, in the principal amount of $18,078.

         On May 14, 1999, we acquired all the membership interests of
Archer-Mickelson Technologies, L.L.C. ("Archer"), and Archer became a wholly
owned subsidiary of the Company. Archer provides the integration services
described above in the description of the business of the Company. As
consideration for the purchase of Archer, we paid $50,000 and 75,000
restricted shares of its common stock. In addition, the Company agreed to pay
certain note obligations of Archer in the amount of $5,547. The value
recorded on the Company's books for the restricted common stock issued by the
Company was determined by the Company's management to be $1.00 per share. The
funding for this acquisition was derived from the Company's revenues. On June
3, 1999, Archer reorganized itself into ClearWorks Integration Services,
Inc., a Texas corporation.

         On or about April 27, 1999, the Company began using the name
ClearWorks.net, Inc. By that time, ClearWorks had three wholly owned
subsidiaries:

         (1) ClearWorks Integration Services, Inc. (formerly Archer-Mickelson
Technologies, L.L.C).

         (2) ClearWorks Structured Wiring, Inc. (formerly Millennium
Integration Technologies, Inc.), and

         (3) ClearWorks Communications, Inc. (which has two wholly owned
subsidiaries called Northpointe Telecom Services, L.L.C. and Stonegate
Telecom, L.L.C.).

         The primary reason for the use of the new name, which refers to the
Internet, is that we utilize Internet Protocol technology in providing
Bundled Digital Services-SM- to our customers. Our activities also relate to the
Internet because our use of high-speed fiber optics cable is anticipated to
aid in

                                       7

<PAGE>

reducing Internet bottlenecks.


                              SELLING STOCKHOLDERS

         There is an aggregate of 10,000,000 shares of common stock reserved
for issuance pursuant to awards and upon the exercise of options granted
under the Incentive Plan (the "Shares") and an aggregate of 2,000,000 shares
of common stock reserved for issuance upon the exercise of warrants granted
under the Stock Warrant Plan (the "Warrants"). The Shares and the Warrants
are covered by the registration statement on Form S-8, of which this
prospectus is a part, which we filed with the SEC.

         The 12,000,000 shares of common stock, the resales of which are
covered by this prospectus, consist of shares that have been or may be
acquired by certain option and warrant holders through grants under the
Incentive Plan and the Warrant Plan.

         The following table sets forth the name and position of each
prospective selling stockholder; the number of shares of our shares owned as
of the date of this prospectus, including shares which may be acquired
pursuant to the exercise of outstanding options and warrants; and the number
of shares and the percentage owned assuming the sale of all the shares
covered by this prospectus.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
                                                                                                       AFTER OFFERING
-----------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                         <C>                  <C>                <C>           <C>

                                                            NUMBER OF SHARES     NUMBER OF SHARES
                                                              OWNED PRIOR TO        COVERED BY      NUMBER OF
             NAME                        POSITION               OFFERING            PROSPECTUS       SHARES       PERCENT
-----------------------------------------------------------------------------------------------------------------------------
Shannon D. McLeroy              President and Secretary         1,775,000           1,100,000(1)    2,875,000       9.1
-----------------------------------------------------------------------------------------------------------------------------
Michael T. McClere              Chief Executive Officer,
                                Chairman Of The Board,
                                and Director                    4,053,699(4)        1,852,000(2)    5,905,699      18.8
-----------------------------------------------------------------------------------------------------------------------------
Tech Technologies Services LLC  None                            1,980,000(4)          480,000(3)    2,380,000       7.6
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>

    --------------------

    (1)  Includes immediately exercisable Class A warrants to purchase 300,000
         shares of our common stock at an exercise price of $3.00 per share
         until the warrants expire on April 24, 2003. Also includes immediately
         exercisable Class B warrants to purchase 300,000 shares of our common
         stock at an exercise price of $6.00 per share until the warrants
         expire on April 24, 2008. Also includes immediately exercisable stock
         options to purchase 500,000 shares of common stock at an exercise
         price of $2.00 per share until they expire on December 9, 2004.
    (2)  Includes Class A warrants to purchase 210,000 shares of our common
         stock held by Mr. McClere and Class A warrants to purchase 250,000
         shares of our common stock held by the Rachel McClere 1998 Trust and
         the McClere Family Trust. The Class A warrants are immediately
         exercisable at an exercise price of $3.00 per share until the warrants
         expire on April 24, 2003. Also includes Class B warrants to purchase
         210,000 shares of our common stock held by Mr. McClere and Class B
         warrants to purchase 250,000 shares of our common stock held by the
         Rachel McClere 1998 Trust and the McClere Family

                                       8

<PAGE>

         Trust. The Class B warrants are immediately exercisable at an exercise
         price of $6.00 per share until the warrants expire on April 24, 2008.
         Also includes immediately exercisable stock options to purchase
         500,000 shares of common stock at an exercise price of $2.00 per share
         until they expire on December 9, 2004.
    (3)  Includes immediately exercisable Class A warrants to purchase 240,000
         shares of our common stock at an exercise price of $3.00 per share
         until the warrants expire on April 24, 2003. Also includes immediately
         exercisable Class B warrants to purchase 240,000 shares of our common
         stock at an exercise price of $6.00 per share until the warrants
         expire on April 24, 2008.
    (4)  This figure includes 1,980,000 shares. Michael T. McClere, Chief
         Executive Officer and Chairman of the Board of the Company, owns 90
         percent of Tech Technologies Services LLC equity shares. These shares
         are included twice in the table. They are listed as being held
         beneficially by both Mr. Michael T. McClere and Tech Technologies
         Services LLC.

                              PLAN OF DISTRIBUTION

         The 12,000,000 shares covered by this prospectus will be offered, if
at all, by our stockholders, and not by us. At the present time, the Company
has agreed to issue only 2,000,000 warrants, and the shares underlying the
warrants to be issued only upon exercise of the warrants. If any of these
shares are sold by a prospective selling stockholder, they will be sold on
behalf of that person and it is anticipated that the shares may be offered
pursuant to direct sales to private persons and in open market transactions.
The prospective selling stockholders may offer the shares to or through
registered broker-dealers who will be paid standard commissions or discounts
by the prospective selling stockholders. The prospective selling stockholders
have not informed us of agreements with brokers to sell any or all of the
shares which may be offered hereby.

         Of the 12,000,000 shares which may be offered pursuant to this
prospectus, 2,000,000 underlie warrants that currently are outstanding.
Currently, there are 1,635,000 options issued and outstanding and 1,528,875
are currently exercisable. The Company has not issued any other shares, or
any options or warrants covering shares, which may be offered pursuant to
this prospectus. If the warrants to acquire all 2,000,000 shares are
exercised, we will receive proceeds of $9,000,000, which proceeds will be
added to our working capital. The Company does not know whether any of the
warrants will be exercised.

                                  LEGAL MATTERS

         Patton Boggs LLP, Denver, Colorado, has acted as our counsel in
connection with this offering and has rendered an opinion concerning the
validity of our shares offered by this prospectus.

                                     EXPERTS

         The audited financial statements of ClearWorks.net, Inc. appearing
in our Form 10-SB/A-3 have been examined by McManus & Co., P.C., independent
public certified accountants. These financial statements are incorporated
into this prospectus by reference in reliance upon the report of the
accountants included with the financial statements and upon the authority of
the accountants as experts in auditing and accounting.



                                       9

<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                       POSITION ON CERTAIN INDEMNIFICATION

         Pursuant to Delaware law, the Board of Directors has the power to
indemnify officers and directors, present and former, for expenses incurred by
them in connection with any proceeding they are involved in by reason of their
being or having been an officer or director. The person being indemnified must
have acted in good faith and in a manner he or she reasonably believed to be in
or not opposed to our best interests. Our Certificate of Incorporation and
Bylaws grant this indemnification to our officers and directors.

         In addition to the general indemnification section, we have adopted a
provision under Delaware law that eliminates and limits certain personal
liability of a director for monetary damages for breaches of the director's
fiduciary duty of care under certain circumstances.

         Insofar as indemnification for liability arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, we have been informed that, in the opinion
of the SEC, such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.

                       WHERE YOU CAN FIND MORE INFORMATION

         This prospectus constitutes a part of a registration statement on Form
S-8 we filed with the SEC under the Securities Act. This prospectus does not
contain all the information set forth in the registration statement and exhibits
thereto, and statements included in this prospectus as to the content of any
contract or other document referred to are not necessarily complete. For further
information, please review the registration statement and the exhibits and
schedules filed with the registration statement.

         In each instance where a statement contained in this prospectus regards
the contents of any contract or other document filed as an exhibit to the
registration statement, you shall review the copy of that contract or other
document filed as an exhibit to the registration statement for complete
information. Those statements are furnished in all respects by this reference.

         The Company is subject to the informational requirements of the
Exchange Act; and files reports, proxy statements and other information with the
SEC in accordance with the Exchange Act. These reports, proxy statements and
other information can be inspected and copied at the public reference facilities
maintained by the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, Room
1024 and at the following Regional Offices of the SEC: 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511, and 7 World Trade Center, New York,
New York 10048. Copies of such material also can be obtained at prescribed rates
by writing to the SEC, Public Reference Section, 450 Fifth Street, N.W.,
Washington, D.C. 20549. In addition, this material may also be inspected and
copied at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New
York, New York 10005. In addition, these materials filed electronically by the
Company with the SEC are available at the SEC's World Wide Web site at
http://www.sec.gov. The SEC's World Wide Web site contains reports, proxy and
information statements, and other information regarding issuers that file
electronically with the SEC. Information about the operation of the SEC's public
reference facilities may be obtained by calling the SEC at 1-800-SEC-0330.


                                      10
<PAGE>

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The SEC allows us to "incorporate by reference" the information we file
with them, which means: incorporated documents are considered part of this
prospectus; we can disclose important information to you by referring to those
documents; and information we file with the Securities And Exchange Commission
will automatically update and supersede this incorporated information.

         We incorporate by reference the documents listed below, which were
filed with the SEC under the Exchange Act:

         -    Our Quarterly Report on Form 10-QSB for the quarter ended
              September 30, 1999;

         -    The description of our common stock contained in our registration
              statement on Form 10-SB/A-3 as filed with the SEC on October 20,
              1999; and

         -    Any reports filed under Sections 13(a), 13(c), 14 or 15(d) of the
              Exchange Act subsequent to the date of this prospectus and prior
              to the termination of the offering made under this prospectus.

         We will provide without charge to each person to whom a copy of this
prospectus has been delivered, upon request, a copy of any or all of the
documents referred to above that have been or may be incorporated in this
prospectus by reference. Requests for such copies should be directed to Glenn
Gagnon, 2450 Fondren, Suite 200, Houston, Texas 77063, (713) 334-2595.


                                      11
<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The documents listed in (a) and (b) below are incorporated by
reference in the registration statement. All documents subsequently filed by
the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the registration statement and to be part
thereof from the date of the filing of such documents.

          (a)  Our Quarterly Report on Form 10-QSB for the quarter ended
               September 30, 1999;

          (b)  The description of our common stock contained in our registration
               statement on Form 10-SB/A-3 as filed with the SEC on October 20,
               1999; and

          (c)  Any reports filed under Sections 13(a), 13(c), 14 or 15(d) of the
               Exchange Act subsequent to the date of this prospectus and prior
               to the termination of the offering made under this prospectus.

ITEM 4.   DESCRIPTION OF SECURITIES.


          Employees may receive "Stock Appreciation Rights" which may consist of
a right to receive a payment, in cash or common stock, equal to the excess of
the "Fair Market Value" or other specified valuation of a specified number of
shares of common stock on the date the stock appreciation rights is exercised
over specified strike price as set forth in the applicable award agreement. For
this purpose, "Fair Market Value" shall be based upon the highest and lowest
sales price per share of common stock on the consolidated transaction reporting
system for the principal such national securities exchange on that date. If no
sale was so reported on that date, "Fair Market Value" shall be determined as of
the last preceding date on which such a sale was so reported.


ITEM 5.   INTEREST OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

ITEM 6.   INDEMNIFICATION OF OFFICERS AND DIRECTORS.

          The Delaware General Corporation Law (the "Delaware Law") provides for
indemnification by a corporation of costs incurred by directors, employees, and
agents in connection with an action, suit, or proceeding brought by reason of
their position as a director, employee, or agent. The person being indemnified
must have acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation.


                                    II-1
<PAGE>


         In addition to the general indemnification section, Delaware law
provides further protection for directors under Section 102(b)(7) of the
Delaware Law. This section was enacted in June 1986 and allows a Delaware
corporation to include in its certificate of incorporation a provision that
eliminates and limits certain personal liability of a director for monetary
damages for certain breaches of the director's fiduciary duty of care, provided
that any such provision does not (in the words of the statute) do any of the
following:

         "eliminate or limit the liability of a director (i) for any breach of
         the director's duty of loyalty to the corporation or its stockholders,
         (ii) for acts or omissions not in good faith or which involve
         intentional misconduct or a knowing violation of law, (iii) under
         section 174 of this Title [dealing with willful or negligent violation
         of the statutory provision concerning dividends and stock purchases and
         redemptions], or (iv) for any transaction from which the director
         derived an improper personal benefit. No such provision shall eliminate
         or limit the liability of a director for any act or omission occurring
         prior to the date when such provision becomes effective...."

         With regard to employee benefit plans, the Delaware Law provides that a
director's conduct for a purpose he reasonably believed to be in the interest of
the participants and beneficiaries of the Plan is conduct satisfying the subject
indemnity provision. A director's conduct for a purpose that he did not
reasonably believe to be in the interest of the participants in or beneficiaries
of the Plan shall be deemed as not satisfying the indemnity provision.

         The Board of Directors is empowered to make other indemnification as
authorized by the Certificate Of Incorporation, Bylaws or corporate resolution
so long as the indemnification is consistent with the Delaware Law. Under our
Bylaws, we are required to indemnify its directors to the full extent permitted
by the Delaware Law, common law and any other statutory provision.

         We also maintain directors and officers insurance that provides
protection for our directors and officers against personal liability for
wrongful acts, including protection for certain matters for which we may not
provide indemnification, such as stockholder derivative actions.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS.

<TABLE>
         <S>      <C>
         4.1      ClearWorks.net. Inc. Long-Term Incentive Plan and Stock
                  Warrant Plan are incorporated by reference from the Company's
                  Form 10-SB/A-3, filed on October 20, 1999.
         4.2      Specimen Warrant Certificate.
         5.1      Opinion of Patton Boggs LLP regarding legality.
         23.1     Consent of Patton Boggs LLP (included in Exhibit 5).
         23.2     Consent of McManus & Co., P.C.
         24.1     Power of Attorney (included in Part II of this registration
                  statement under the caption "Signature").
</TABLE>

ITEM 9.  UNDERTAKINGS.


                                   II-2
<PAGE>

(a)      The undersigned Company hereby undertakes:


         1.    To file, during any period in which offers or sales are being
         made, a post-effective amendment to this registration statement to:

               (i)    include any prospectus required by Section 10(a)(3)
                      of the Securities Act;

               (ii)   reflect in the prospectus any facts or events arising
                      after the effective date of the registration statement
                      (or the most recent post-effective amendment thereof)
                      which, individually or in the aggregate, represent a
                      fundamental change in the information set forth in the
                      registration statement;

               (iii)   include any material information with respect to the
                       plan of distribution not previously disclosed in the
                       registration statement or any material change to such
                       information in the registration statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed by
         the Company pursuant to Section 13 or Section 15(d) of the Exchange Act
         and are incorporated by reference to the registration statement.

         2.    That, for the purpose of determining any liability under the
         Securities Act, each such post-effective amendment shall be deemed to
         be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

         3.    To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

(b)      For purposes of determining any liability under the Securities Act,
each filing of the Company's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plans annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c)      Insofar as indemnification for liabilities arising out of the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liability (other than the payment by the Company of expenses incurred or paid by
a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final


                                    II-3
<PAGE>

adjudication of such issue.





















                                    II-4
<PAGE>

                                   SIGNATURES


         Pursuant to the requirements of the Securities Act, we certify that we
have reasonable grounds to believe that we meet all of the requirements for
filing on Form S-8 and have duly caused this registration statement to be signed
on our behalf by the undersigned, thereunto duly authorized, in the City of
Houston, State of Texas, on the 28th day of December, 1999.


                             CLEARWORKS.NET, INC.

                             By:    /s/ Michael T. McClere
                                    -------------------------------------------
                                    Michael T. McClere, Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and
directors of the Registrant, by virtue of their signatures to this registration
statement appearing below, hereby constitute and appoint Michael T. McClere or
Shannon D. McLeroy and each or either of them, with full power of substitution,
as attorneys-in-fact in their names, place and stead to execute any and all
amendments to this registration statement in the capacities set forth opposite
their name and hereby ratify all that said attorneys-in-fact and each of them or
his substitutes may do by virtue hereof.

         Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.

<TABLE>
<CAPTION>

Signature                   Title                                    Date
---------                   -----                                    ----
<S>                         <C>                                      <C>
/s/ Michael T. Mcclere      Chief Executive Officer, Chairman Of     December 28, 1999
--------------------------  The Board and Director
Michael T. McClere

/s/ Shannon D. Mcleroy
--------------------------  President and Secretary                  December 28, 1999
Shannon D. McLeroy

/s/ Carl A. Chase           Chief Financial Officer, Treasurer       December 28, 1999
--------------------------  and Principal Accounting Officer
Carl A. Chase
</TABLE>


<PAGE>


                                        Exhibit Index

<TABLE>

<S>    <C>
4.1    ClearWorks.net. Inc. Long-Term Incentive Plan and Warrant Stock Plan are incorporated
       by reference from our Form 10-SB/A-3, filed on October 20, 1999.

4.2    Specimen Warrant Certificate.

5.1    Opinion of Patton Boggs LLP regarding legality.

23.1   Consent of Patton Boggs LLP (included in Exhibit 5.1).

23.2   Consent of McManus & Co., P.C.

24.1   Power of Attorney (included in Part II of this registration statement under the
       caption "Signature").
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 50441}]
{"company-data": {"conformed-name": "CLEARWORKS NET INC", "cik": "0001087328", "assigned-sic": "7373", "irs-number": "760576542"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-93781", "film-number": "99782931"}, "business-address": {"street1": "2450 FONDREN", "street2": "SUITE 200", "city": "HOUSTON", "state": "TX", "zip": "77063", "phone": "7133342595"}, "mail-address": {"street1": "2450 FONDREN", "street2": "SUITE 200", "city": "HOUSTON", "state": "TX", "zip": "77063"}}
AS FILED WITH THE SECURITIES AND EXCHANGE
                         COMMISSION ON DECEMBER 29, 1999

                                                  Registration No. 333-_________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              CLEARWORKS.NET, INC.
                   -----------------------------------------
             (Exact name of registrant as specified in its charter)

             DELAWARE                                 76-0576542
---------------------------------         --------------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

2450 FONDREN, SUITE 200, HOUSTON, TEXAS                               77063
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                           (Zip  Code)

                              CLEARWORKS.NET, INC.
                          1999 LONG-TERM INCENTIVE PLAN
                                       AND
                             1998 STOCK WARRANT PLAN

--------------------------------------------------------------------------------
                           (Full titles of the plans)

                   Michael T. McClere, Chief Executive Officer
                              ClearWorks.net, Inc.
                             2450 Fondren, Suite 200
                              Houston, Texas 77063
--------------------------------------------------------------------------------
                     (Name and address of agent for service)
                                 (713) 334-2595
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                             Alan L. Talesnick, Esq.
                                Patton Boggs LLP
                         1660 Lincoln Street, Suite 1900
                             Denver, Colorado 80264
                                 (303) 830-1776
CALCULATION OF REGISTRATION FEE

============================================================================================================================
 Title Of Securities To            Amount To Be                Proposed              Proposed               Amount Of
           Be                      Registered                   Maximum               Maximum            Registration Fee
                                                            Offering Price           Aggregate
     Registered (1)                                             Per Unit          Offering Price
----------------------------------------------------------------------------------------------------------------------------
Common Stock,                 10,000,000 shares (2)            $2.5156            $25,156,000 (3)            6,700
$.001 par value
----------------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par        1,000,000 shares (4)            $3.00               $3,000,000                  792
value, underlying Class
A Warrants
----------------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par        1,000,000 shares (5)            $6.00               $6,000,000                1,584
value, underling Class B
Warrants
============================================================================================================================
(1)  Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
     statement also covers an indeterminate amount of interests to be offered or
     sold pursuant to the 1999 Long-Term Incentive Plan (the "Incentive Plan").

(2)  Consists of 10,000,000 shares, in whole or in part, of authorized and
     unissued shares or treasury shares pursuant to our Incentive Plan.

(3)  The Proposed Maximum Aggregate Offering Price was calculated using the
     exercise price of the options and warrants previously granted for the
     shares underlying such options, and, pursuant to Rule 457(h), using the
     average of the high and low reported sales prices of the Company's common
     stock on the OTC Bulletin Board on December 28, 1999, which is within five
     business days of the date of filing (December 29, 1999) of this
     registration statement, for shares for which the exercise price is unknown
     because options or warrants representing those shares have not yet been
     granted.

(4)  Consists of 1,000,000 shares underlying Class A Warrants issuable pursuant
     to our 1998 Stock Warrant Plan (the "Stock Warrant Plan").

(5)  Consists of 1,000,000 shares underlying Class B Warrants issuable pursuant
     to our Stock Warrant Plan.

                                       2
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         This registration statement relates to two separate prospectuses.

         Items 1 and 2 hereof, and the documents incorporated herein by
reference pursuant to Part II, Item 3 hereof, constitutes the first prospectus
relating to offers by our employees and consultants of 10,000,000 shares of
common stock to be issued pursuant to our Incentive Plan and of 2,000,000 shares
of common stock to be issued pursuant to our Stock Warrant Plan. Pursuant to the
requirements of Form S-8 and Rule 428, the information specified in Part I of
Form S-8 will be sent or given to Plan participants as specified by Rule
428(b)(1). The second prospectus, referred to as the re-offer prospectus,
relates to the re-offer or resale of any shares which are deemed to be "control
securities" or "restricted securities" under the Securities Act of 1933, as
amended.

                                       3
REOFFER PROSPECTUS

                              CLEARWORKS.NET, INC.
                        12,000,000 SHARES OF COMMON STOCK

         This prospectus relates to the transfer of up to 12,000,000 shares
of common stock of ClearWorks.net, Inc. by the selling stockholders
identified in this prospectus. The shares have been, or will be, acquired by
the selling stockholders through awards granted under and upon the exercise
of options and warrants granted under our 1999 Long-Term Incentive Plan and
1998 Stock Warrant Plan. We will not receive any of the proceeds from the
sale of the shares by the selling stockholders. However, we will receive
proceeds from the exercise of options and warrants to purchase shares of
common stock that may be granted under the Plans.

         The selling stockholders have not entered into any underwriting
arrangements. The prices for the common stock may be the market prices
prevailing at the time of transfer, prices related to the prevailing market
prices, or negotiated prices. Brokerage fees or commissions may be paid by
the selling stockholders in connection with sales of our shares. We will not
receive any of the proceeds from the sale of the shares.

         OUR COMMON STOCK IS TRADED ON THE OTC BULLETIN BOARD UNDER THE
SYMBOL "CLWK". ON DECEMBER 28, 1999, THE CLOSING PRICE OF THE COMMON STOCK
WAS $2.3125 PER SHARE.

         INVESTING IN OUR SHARES INVOLVES CERTAIN RISKS. SEE THE "RISK
FACTORS" SECTION BEGINNING ON PAGE 4.

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

                The date of this prospectus is December 29, 1999
----------------------------------------

                                TABLE OF CONTENTS

                    ----------------------------------------

PROSPECTUS SUMMARY............................................................3

RISK FACTORS..................................................................4

THE COMPANY...................................................................6

SELLING STOCKHOLDERS..........................................................8

PLAN OF DISTRIBUTION..........................................................9

LEGAL MATTERS.................................................................9

EXPERTS.......................................................................9

INDEMNIFICATION..............................................................10

WHERE YOU CAN FIND MOREINFORMATION...........................................10

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..............................11
PROSPECTUS SUMMARY

         THE FOLLOWING SUMMARY HIGHLIGHTS INFORMATION CONTAINED IN THIS
PROSPECTUS. IT MAY NOT BE COMPLETE AND MAY NOT CONTAIN ALL THE INFORMATION THAT
YOU SHOULD CONSIDER BEFORE INVESTING IN THE COMMON STOCK. YOU SHOULD READ THIS
ENTIRE PROSPECTUS CAREFULLY, INCLUDING THE "RISK FACTORS" SECTION.

THE COMPANY                         We provide voice, data and video services
                                    for both commercial and residential
                                    customers. We also provide structured
                                    wiring and computer hardware and software
                                    integration services to residential,
                                    commercial and education customers. We
                                    operate and provide our services in
                                    Houston, Texas and San Antonio, Texas and
                                    have a small office in Las Vegas, Nevada.

THE OFFERING                        The selling stockholders may sell a total
                                    of 12,000,000 shares of common stock. The
                                    shares have been or will be acquired by the
                                    selling stockholders pursuant to our 1999
                                    Long-Term Incentive Plan and 1998 Stock
                                    Warrant Plan.

                                    The shares may be sold at market prices or
                                    other negotiated prices. The selling
                                    stockholders have not entered into any
                                    underwriting arrangements for the sale of
                                    the shares.

                                    WE WILL NOT RECEIVE ANY PROCEEDS FROM THE
                                    SALE OF COMMON STOCK BY THE SELLING
                                    STOCKHOLDERS. HOWEVER, WE WILL RECEIVE
                                    PROCEEDS FROM THE EXERCISE OF OPTIONS AND
                                    WARRANTS TO PURCHASE SHARES OF COMMON STOCK
                                    GRANTED UNDER THE PLANS.

COMPANY OFFICES                     Our offices are located at 2450 Fondren,
                                    Suite 200, Houston, Texas 77063, telephone
                                    number (713) 334-2595.

                                       3
RISK FACTORS

         PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER, TOGETHER WITH THE
OTHER INFORMATION HEREIN, THE FOLLOWING FACTORS THAT AFFECT US.

WE HAVE HAD OPERATING LOSSES IN THE PAST.

         We had net losses of $252,316 for the fiscal year ended December 31,
1998 and of $757,000 for the nine-month period ended September 30, 1999.
Although we did have net earnings of $8,338 for the fiscal year ended
December 31, 1997, there is no assurance that our future operations will
again be profitable.

WE DEPEND ON KEY EMPLOYEES.

         We are highly dependent on the services of Michael T. McClere, our
Chairman of the Board and Chief Executive Officer, and Shannon D. McLeroy,
our President and Secretary. The loss of either or both of Mr. McClere or Mr.
McLeroy could hurt our business. We do not carry "key man" life insurance on
Mr. McClere or Mr. McLeroy, and there is no guarantee that we could replace
either at an affordable compensation level.

WE MAY NEED ADDITIONAL CAPITAL.

         We have incurred capital expenditures for construction of operating
facilities, equipment and office furniture used in our operations and
leasehold improvements for our executive offices. Capital expenditures during
the year ended December 31, 1998, totaled $210,000 and for the nine months
ended September 30, 1999, totaled $1,871,000. We estimate that we will need
approximately $3,000,000 over the next twelve months to construct
communications facilities in order to deliver our Bundled Digital Services sm
to our customers. On December 13, 1999, we closed a $5,000,000 private
placement agreement which will provide the capital over the next twelve
months to provide construction of communication facilities.

HISTORICALLY, WE DEPENDED ON JUST A FEW MAJOR CUSTOMERS.

         Although we have many customers, including oil and gas companies,
real estate developers, home builders, multiple unit developers, and
individuals, each of Enron Corp. and Exxon Chemical Americas represented more
than ten percent of our revenues last year. Specifically, for the year ended
December 31, 1998, Enron Corp. accounted for 20.36% of our revenues and Exxon
Chemical Americas accounted for 10.35% of our revenues. However, it is
currently anticipated that neither of these companies will represent 10% or
more of our revenues for 1999.

WE DEPEND ON THE AVAILABILITY OF SKILLED LABOR.

         The Company is growing rapidly, and we believe that our future
success will depend to a significant extent upon our ability to attract,
train and retain skilled technical, management, sales, marketing and
consulting personnel. Competition for skilled personnel is intense, and if we
fail to attract or retain such personnel our business could suffer.

                                       4
WE FACE STRONG COMPETITION.

         Our Bundled Digital Services-SM- business is in intense competition
with many cable, telephone and Internet companies, and such competition is
expected to increase. Our ability to compete depends upon many factors, some
of which are beyond our control, including the timing of introduction of new
products and enhancements to existing products that we and our competitors
have developed, customer service and support, sales and marketing efforts,
and the performance, price and reliability of the Company's products.

         Our competition includes Internet service providers,
telecommunications companies and cable television companies that have longer
operating histories, longer customer relationships, and substantially greater
financial, management, technical development, sales, marketing, and other
resources. We currently represent less than 1% of the domestic cable,
telecommunications, and Internet market.

         We believe that our strengths in attracting customers include:
referrals from existing customers; our sales and marketing efforts, including
establishment of strategic relationships within the residential and
commercial real estate markets; customer service; and the overall
cost-effectiveness of our products. We believe that these strengths will
assist our efforts to attract a share of the ever-increasing market of
customers who are requiring that their telephone, video and Internet services
be provided by a single company. However, this trend also could cause greater
competition, resulting in increased pricing pressures which could negatively
affect our business, results of operations and financial condition.

NEW GOVERNMENT REGULATION COULD INCREASE OUR COSTS.

         Our telecommunication and cable services are regulated by the
federal, state and local governments. We are generally required to obtain
regulatory approvals in connection with providing telephone and cable
television services. For example, the cable and satellite television industry
is regulated by the Congress and the Federal Communications Commission (the
"FCC"), and various legislative and regulatory proposals under consideration
from time to time may substantially affect the Company's business.

         There is no guarantee that new laws or regulations will not affect
our products or that appropriate regulatory approvals will continue to be
obtained.

WE ARE GROWING RAPIDLY AND INTEND TO CONTINUE THAT GROWTH.

         Because of the Company's small size, we desire to continue to grow
rapidly in order to achieve certain economies of scale. Although there is no
assurance that this rapid growth will occur, to the extent that it does occur
it will place a significant strain on the Company's financial, technical,
operational and administrative resources. If we fail to continue to upgrade
our technical, administrative, operating and financial control systems, or if
unexpected difficulties occur, the Company's business, financial condition
and results of operations could be negatively affected.

                                       5
WE MAY HAVE POTENTIAL CONFLICTS OF INTEREST WITH OUR OFFICERS AND DIRECTORS.

         Potential conflicts of interest may arise between us and our
officers and directors. Each officer and director may engage in other
business activities in addition to the individual's involvement with us. As a
result, conflicts of interest may arise in the area of corporate
opportunities or the area of conflicting time commitments. Conflicts of
interest also may develop with respect to contractual relationships that we
may enter into with our officers and directors.

                                   THE COMPANY

         We provide voice, data and video services for commercial,
educational and residential customers. We operate and provide services in
Houston, Texas, San Antonio, Texas and have a small office in Las Vegas,
Nevada.

         Our vision is to become an industry leader in integrated voice, data
and video solutions. We are pursuing this vision by integrating technology
and technology based companies into our organization focused on the delivery
of a suite of digital services to our clients. We are taking advantage of the
convergence of telephone, cable TV, satellite TV, telecommunications and
Internet technology to accomplish our objectives. Additionally, we intend to
take advantage of the deregulation of the telecommunications industry based
on the passage by the US Congress of the Telecommunications Act of 1996.

         We initially began developing our voice, data and video integration
capabilities to address business needs. During our early operations, we
recognized an opportunity to utilize our expertise to develop and deliver
Bundled Digital Services-SM- to residential customers directly. We have
developed a proprietary solution to deliver a digital services package
directly to consumers. Through research and development (R&D), we possess
technology that can utilize a high speed Internet connection for the delivery
of all services. We currently provide a wide array of digital solutions to
our commercial customers and began deploying our technology to residential
customers during the third quarter of 1999.

         On April 27, 1998, Southeast Tire Recycling, Inc., ("Southeast"), a
publicly traded Florida corporation with no ongoing operations that
previously had been engaged in the tire recycling business, purchased the
stock of Millennium Integration Technologies, L.L.C, ("Millennium"). As a
result, Millennium became a wholly owned subsidiary of Southeast. The
exchange of shares between Millennium and Southeast was accounted for as a
recapitalization of the Millennium operations into the corporate shell of
Southeast. At the time of this transaction, Southeast was an empty corporate
shell. On May 12, 1998, Southeast merged with and into the Company.

         On May 12, 1998, Southeast merged with and into ClearWorks
Technologies, Inc. (the "Company"), a Delaware corporation with no
stockholders, and the stockholders of Southeast became stockholders of
ClearWorks. The exchange of shares between Southeast and the Company was
accounted for as a second recapitalization of the Millennium operations into
the corporate shell of the Company.

         We then proceeded to expand our high tech business by acquiring
InfraResources, L.L.C.

                                       6
("InfraResources") through our wholly owned subsidiary, Millennium, on May
26, 1998. We paid $40,000 cash and 80,000 shares of our restricted common
stock in exchange for all the outstanding interests of InfraResources. The
value recorded on the Company's books for the restricted common stock issued
by the Company was determined by the Company's management to be $2.06 per
share. The funding for this acquisition was derived from the Company's
revenues. InfraResources is a provider of high-end consulting services with
respect to integrated solutions for client/server based computing.

         On May 29, 1998, we acquired all the outstanding shares of Team
Renaissance, Inc. ("TeamLink") in exchange for 156,250 shares of the
Company's restricted common stock. TeamLink is a provider of network
computing solutions that specializes in delivering systems integration
services, design services, and structured wiring solutions. The value
recorded on the Company's books for the restricted common stock issued by the
Company was determined by the Company's management to be $2.06 per share.

         On November 19, 1998, we purchased all the assets of Vidatel
Communications ("Vidatel"), a sole proprietorship owned by Juan "John" Diaz,
which is engaged in the business of laying fiber optic and copper based
cable. The Company issued Mr. Diaz 98,039 shares of its restricted common
stock as consideration for the Vidatel assets. The value recorded on the
Company's books for the restricted common stock issued by the Company was
determined by the Company's management to be $1.53 per share. The Company
incurred no liabilities in this transaction other than assuming a note
payable to Planet Ford bearing interest at 13.46%, due $513.33 monthly until
September 2002, in the principal amount of $18,078.

         On May 14, 1999, we acquired all the membership interests of
Archer-Mickelson Technologies, L.L.C. ("Archer"), and Archer became a wholly
owned subsidiary of the Company. Archer provides the integration services
described above in the description of the business of the Company. As
consideration for the purchase of Archer, we paid $50,000 and 75,000
restricted shares of its common stock. In addition, the Company agreed to pay
certain note obligations of Archer in the amount of $5,547. The value
recorded on the Company's books for the restricted common stock issued by the
Company was determined by the Company's management to be $1.00 per share. The
funding for this acquisition was derived from the Company's revenues. On June
3, 1999, Archer reorganized itself into ClearWorks Integration Services,
Inc., a Texas corporation.

         On or about April 27, 1999, the Company began using the name
ClearWorks.net, Inc. By that time, ClearWorks had three wholly owned
subsidiaries:

         (1) ClearWorks Integration Services, Inc. (formerly Archer-Mickelson
Technologies, L.L.C).

         (2) ClearWorks Structured Wiring, Inc. (formerly Millennium
Integration Technologies, Inc.), and

         (3) ClearWorks Communications, Inc. (which has two wholly owned
subsidiaries called Northpointe Telecom Services, L.L.C. and Stonegate
Telecom, L.L.C.).

         The primary reason for the use of the new name, which refers to the
Internet, is that we utilize Internet Protocol technology in providing
Bundled Digital Services-SM- to our customers. Our activities also relate to the
Internet because our use of high-speed fiber optics cable is anticipated to
aid in

                                       7
reducing Internet bottlenecks.

                              SELLING STOCKHOLDERS

         There is an aggregate of 10,000,000 shares of common stock reserved
for issuance pursuant to awards and upon the exercise of options granted
under the Incentive Plan (the "Shares") and an aggregate of 2,000,000 shares
of common stock reserved for issuance upon the exercise of warrants granted
under the Stock Warrant Plan (the "Warrants"). The Shares and the Warrants
are covered by the registration statement on Form S-8, of which this
prospectus is a part, which we filed with the SEC.

         The 12,000,000 shares of common stock, the resales of which are
covered by this prospectus, consist of shares that have been or may be
acquired by certain option and warrant holders through grants under the
Incentive Plan and the Warrant Plan.

         The following table sets forth the name and position of each
prospective selling stockholder; the number of shares of our shares owned as
of the date of this prospectus, including shares which may be acquired
pursuant to the exercise of outstanding options and warrants; and the number
of shares and the percentage owned assuming the sale of all the shares
covered by this prospectus.
-----------------------------------------------------------------------------------------------------------------------------
                                                                                                       AFTER OFFERING
-----------------------------------------------------------------------------------------------------------------------------
NUMBER OF SHARES     NUMBER OF SHARES
                                                              OWNED PRIOR TO        COVERED BY      NUMBER OF
             NAME                        POSITION               OFFERING            PROSPECTUS       SHARES       PERCENT
-----------------------------------------------------------------------------------------------------------------------------
Shannon D. McLeroy              President and Secretary         1,775,000           1,100,000(1)    2,875,000       9.1
-----------------------------------------------------------------------------------------------------------------------------
Michael T. McClere              Chief Executive Officer,
                                Chairman Of The Board,
                                and Director                    4,053,699(4)        1,852,000(2)    5,905,699      18.8
-----------------------------------------------------------------------------------------------------------------------------
Tech Technologies Services LLC  None                            1,980,000(4)          480,000(3)    2,380,000       7.6
-----------------------------------------------------------------------------------------------------------------------------
--------------------

    (1)  Includes immediately exercisable Class A warrants to purchase 300,000
         shares of our common stock at an exercise price of $3.00 per share
         until the warrants expire on April 24, 2003. Also includes immediately
         exercisable Class B warrants to purchase 300,000 shares of our common
         stock at an exercise price of $6.00 per share until the warrants
         expire on April 24, 2008. Also includes immediately exercisable stock
         options to purchase 500,000 shares of common stock at an exercise
         price of $2.00 per share until they expire on December 9, 2004.
    (2)  Includes Class A warrants to purchase 210,000 shares of our common
         stock held by Mr. McClere and Class A warrants to purchase 250,000
         shares of our common stock held by the Rachel McClere 1998 Trust and
         the McClere Family Trust. The Class A warrants are immediately
         exercisable at an exercise price of $3.00 per share until the warrants
         expire on April 24, 2003. Also includes Class B warrants to purchase
         210,000 shares of our common stock held by Mr. McClere and Class B
         warrants to purchase 250,000 shares of our common stock held by the
         Rachel McClere 1998 Trust and the McClere Family

                                       8
Trust. The Class B warrants are immediately exercisable at an exercise
         price of $6.00 per share until the warrants expire on April 24, 2008.
         Also includes immediately exercisable stock options to purchase
         500,000 shares of common stock at an exercise price of $2.00 per share
         until they expire on December 9, 2004.
    (3)  Includes immediately exercisable Class A warrants to purchase 240,000
         shares of our common stock at an exercise price of $3.00 per share
         until the warrants expire on April 24, 2003. Also includes immediately
         exercisable Class B warrants to purchase 240,000 shares of our common
         stock at an exercise price of $6.00 per share until the warrants
         expire on April 24, 2008.
    (4)  This figure includes 1,980,000 shares. Michael T. McClere, Chief
         Executive Officer and Chairman of the Board of the Company, owns 90
         percent of Tech Technologies Services LLC equity shares. These shares
         are included twice in the table. They are listed as being held
         beneficially by both Mr. Michael T. McClere and Tech Technologies
         Services LLC.

                              PLAN OF DISTRIBUTION

         The 12,000,000 shares covered by this prospectus will be offered, if
at all, by our stockholders, and not by us. At the present time, the Company
has agreed to issue only 2,000,000 warrants, and the shares underlying the
warrants to be issued only upon exercise of the warrants. If any of these
shares are sold by a prospective selling stockholder, they will be sold on
behalf of that person and it is anticipated that the shares may be offered
pursuant to direct sales to private persons and in open market transactions.
The prospective selling stockholders may offer the shares to or through
registered broker-dealers who will be paid standard commissions or discounts
by the prospective selling stockholders. The prospective selling stockholders
have not informed us of agreements with brokers to sell any or all of the
shares which may be offered hereby.

         Of the 12,000,000 shares which may be offered pursuant to this
prospectus, 2,000,000 underlie warrants that currently are outstanding.
Currently, there are 1,635,000 options issued and outstanding and 1,528,875
are currently exercisable. The Company has not issued any other shares, or
any options or warrants covering shares, which may be offered pursuant to
this prospectus. If the warrants to acquire all 2,000,000 shares are
exercised, we will receive proceeds of $9,000,000, which proceeds will be
added to our working capital. The Company does not know whether any of the
warrants will be exercised.

                                  LEGAL MATTERS

         Patton Boggs LLP, Denver, Colorado, has acted as our counsel in
connection with this offering and has rendered an opinion concerning the
validity of our shares offered by this prospectus.

                                     EXPERTS

         The audited financial statements of ClearWorks.net, Inc. appearing
in our Form 10-SB/A-3 have been examined by McManus & Co., P.C., independent
public certified accountants. These financial statements are incorporated
into this prospectus by reference in reliance upon the report of the
accountants included with the financial statements and upon the authority of
the accountants as experts in auditing and accounting.

                                       9
SECURITIES AND EXCHANGE COMMISSION
                       POSITION ON CERTAIN INDEMNIFICATION

         Pursuant to Delaware law, the Board of Directors has the power to
indemnify officers and directors, present and former, for expenses incurred by
them in connection with any proceeding they are involved in by reason of their
being or having been an officer or director. The person being indemnified must
have acted in good faith and in a manner he or she reasonably believed to be in
or not opposed to our best interests. Our Certificate of Incorporation and
Bylaws grant this indemnification to our officers and directors.

         In addition to the general indemnification section, we have adopted a
provision under Delaware law that eliminates and limits certain personal
liability of a director for monetary damages for breaches of the director's
fiduciary duty of care under certain circumstances.

         Insofar as indemnification for liability arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, we have been informed that, in the opinion
of the SEC, such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.

                       WHERE YOU CAN FIND MORE INFORMATION

         This prospectus constitutes a part of a registration statement on Form
S-8 we filed with the SEC under the Securities Act. This prospectus does not
contain all the information set forth in the registration statement and exhibits
thereto, and statements included in this prospectus as to the content of any
contract or other document referred to are not necessarily complete. For further
information, please review the registration statement and the exhibits and
schedules filed with the registration statement.

         In each instance where a statement contained in this prospectus regards
the contents of any contract or other document filed as an exhibit to the
registration statement, you shall review the copy of that contract or other
document filed as an exhibit to the registration statement for complete
information. Those statements are furnished in all respects by this reference.

         The Company is subject to the informational requirements of the
Exchange Act; and files reports, proxy statements and other information with the
SEC in accordance with the Exchange Act. These reports, proxy statements and
other information can be inspected and copied at the public reference facilities
maintained by the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, Room
1024 and at the following Regional Offices of the SEC: 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511, and 7 World Trade Center, New York,
New York 10048. Copies of such material also can be obtained at prescribed rates
by writing to the SEC, Public Reference Section, 450 Fifth Street, N.W.,
Washington, D.C. 20549. In addition, this material may also be inspected and
copied at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New
York, New York 10005. In addition, these materials filed electronically by the
Company with the SEC are available at the SEC's World Wide Web site at
http://www.sec.gov. The SEC's World Wide Web site contains reports, proxy and
information statements, and other information regarding issuers that file
electronically with the SEC. Information about the operation of the SEC's public
reference facilities may be obtained by calling the SEC at 1-800-SEC-0330.

                                      10
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The SEC allows us to "incorporate by reference" the information we file
with them, which means: incorporated documents are considered part of this
prospectus; we can disclose important information to you by referring to those
documents; and information we file with the Securities And Exchange Commission
will automatically update and supersede this incorporated information.

         We incorporate by reference the documents listed below, which were
filed with the SEC under the Exchange Act:

         -    Our Quarterly Report on Form 10-QSB for the quarter ended
              September 30, 1999;

         -    The description of our common stock contained in our registration
              statement on Form 10-SB/A-3 as filed with the SEC on October 20,
              1999; and

         -    Any reports filed under Sections 13(a), 13(c), 14 or 15(d) of the
              Exchange Act subsequent to the date of this prospectus and prior
              to the termination of the offering made under this prospectus.

         We will provide without charge to each person to whom a copy of this
prospectus has been delivered, upon request, a copy of any or all of the
documents referred to above that have been or may be incorporated in this
prospectus by reference. Requests for such copies should be directed to Glenn
Gagnon, 2450 Fondren, Suite 200, Houston, Texas 77063, (713) 334-2595.

                                      11
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The documents listed in (a) and (b) below are incorporated by
reference in the registration statement. All documents subsequently filed by
the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the registration statement and to be part
thereof from the date of the filing of such documents.

          (a)  Our Quarterly Report on Form 10-QSB for the quarter ended
               September 30, 1999;

          (b)  The description of our common stock contained in our registration
               statement on Form 10-SB/A-3 as filed with the SEC on October 20,
               1999; and

          (c)  Any reports filed under Sections 13(a), 13(c), 14 or 15(d) of the
               Exchange Act subsequent to the date of this prospectus and prior
               to the termination of the offering made under this prospectus.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Employees may receive "Stock Appreciation Rights" which may consist of
a right to receive a payment, in cash or common stock, equal to the excess of
the "Fair Market Value" or other specified valuation of a specified number of
shares of common stock on the date the stock appreciation rights is exercised
over specified strike price as set forth in the applicable award agreement. For
this purpose, "Fair Market Value" shall be based upon the highest and lowest
sales price per share of common stock on the consolidated transaction reporting
system for the principal such national securities exchange on that date. If no
sale was so reported on that date, "Fair Market Value" shall be determined as of
the last preceding date on which such a sale was so reported.

ITEM 5.   INTEREST OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

ITEM 6.   INDEMNIFICATION OF OFFICERS AND DIRECTORS.

          The Delaware General Corporation Law (the "Delaware Law") provides for
indemnification by a corporation of costs incurred by directors, employees, and
agents in connection with an action, suit, or proceeding brought by reason of
their position as a director, employee, or agent. The person being indemnified
must have acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation.

                                    II-1
In addition to the general indemnification section, Delaware law
provides further protection for directors under Section 102(b)(7) of the
Delaware Law. This section was enacted in June 1986 and allows a Delaware
corporation to include in its certificate of incorporation a provision that
eliminates and limits certain personal liability of a director for monetary
damages for certain breaches of the director's fiduciary duty of care, provided
that any such provision does not (in the words of the statute) do any of the
following:

         "eliminate or limit the liability of a director (i) for any breach of
         the director's duty of loyalty to the corporation or its stockholders,
         (ii) for acts or omissions not in good faith or which involve
         intentional misconduct or a knowing violation of law, (iii) under
         section 174 of this Title [dealing with willful or negligent violation
         of the statutory provision concerning dividends and stock purchases and
         redemptions], or (iv) for any transaction from which the director
         derived an improper personal benefit. No such provision shall eliminate
         or limit the liability of a director for any act or omission occurring
         prior to the date when such provision becomes effective...."

         With regard to employee benefit plans, the Delaware Law provides that a
director's conduct for a purpose he reasonably believed to be in the interest of
the participants and beneficiaries of the Plan is conduct satisfying the subject
indemnity provision. A director's conduct for a purpose that he did not
reasonably believe to be in the interest of the participants in or beneficiaries
of the Plan shall be deemed as not satisfying the indemnity provision.

         The Board of Directors is empowered to make other indemnification as
authorized by the Certificate Of Incorporation, Bylaws or corporate resolution
so long as the indemnification is consistent with the Delaware Law. Under our
Bylaws, we are required to indemnify its directors to the full extent permitted
by the Delaware Law, common law and any other statutory provision.

         We also maintain directors and officers insurance that provides
protection for our directors and officers against personal liability for
wrongful acts, including protection for certain matters for which we may not
provide indemnification, such as stockholder derivative actions.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS.
4.1      ClearWorks.net. Inc. Long-Term Incentive Plan and Stock
                  Warrant Plan are incorporated by reference from the Company's
                  Form 10-SB/A-3, filed on October 20, 1999.
         4.2      Specimen Warrant Certificate.
         5.1      Opinion of Patton Boggs LLP regarding legality.
         23.1     Consent of Patton Boggs LLP (included in Exhibit 5).
         23.2     Consent of McManus & Co., P.C.
         24.1     Power of Attorney (included in Part II of this registration
                  statement under the caption "Signature").
ITEM 9.  UNDERTAKINGS.

                                   II-2
(a)      The undersigned Company hereby undertakes:

         1.    To file, during any period in which offers or sales are being
         made, a post-effective amendment to this registration statement to:

               (i)    include any prospectus required by Section 10(a)(3)
                      of the Securities Act;

               (ii)   reflect in the prospectus any facts or events arising
                      after the effective date of the registration statement
                      (or the most recent post-effective amendment thereof)
                      which, individually or in the aggregate, represent a
                      fundamental change in the information set forth in the
                      registration statement;

               (iii)   include any material information with respect to the
                       plan of distribution not previously disclosed in the
                       registration statement or any material change to such
                       information in the registration statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed by
         the Company pursuant to Section 13 or Section 15(d) of the Exchange Act
         and are incorporated by reference to the registration statement.

         2.    That, for the purpose of determining any liability under the
         Securities Act, each such post-effective amendment shall be deemed to
         be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

         3.    To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

(b)      For purposes of determining any liability under the Securities Act,
each filing of the Company's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plans annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c)      Insofar as indemnification for liabilities arising out of the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liability (other than the payment by the Company of expenses incurred or paid by
a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final

                                    II-3
adjudication of such issue.

                                    II-4
SIGNATURES

         Pursuant to the requirements of the Securities Act, we certify that we
have reasonable grounds to believe that we meet all of the requirements for
filing on Form S-8 and have duly caused this registration statement to be signed
on our behalf by the undersigned, thereunto duly authorized, in the City of
Houston, State of Texas, on the 28th day of December, 1999.

                             CLEARWORKS.NET, INC.

                             By:    /s/ Michael T. McClere
                                    -------------------------------------------
                                    Michael T. McClere, Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and
directors of the Registrant, by virtue of their signatures to this registration
statement appearing below, hereby constitute and appoint Michael T. McClere or
Shannon D. McLeroy and each or either of them, with full power of substitution,
as attorneys-in-fact in their names, place and stead to execute any and all
amendments to this registration statement in the capacities set forth opposite
their name and hereby ratify all that said attorneys-in-fact and each of them or
his substitutes may do by virtue hereof.

         Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.
Signature                   Title                                    Date
---------                   -----                                    ----
/s/ Michael T. Mcclere      Chief Executive Officer, Chairman Of     December 28, 1999
--------------------------  The Board and Director
Michael T. McClere

/s/ Shannon D. Mcleroy
--------------------------  President and Secretary                  December 28, 1999
Shannon D. McLeroy

/s/ Carl A. Chase           Chief Financial Officer, Treasurer       December 28, 1999
--------------------------  and Principal Accounting Officer
Carl A. Chase
Exhibit Index
4.1    ClearWorks.net. Inc. Long-Term Incentive Plan and Warrant Stock Plan are incorporated
       by reference from our Form 10-SB/A-3, filed on October 20, 1999.

4.2    Specimen Warrant Certificate.

5.1    Opinion of Patton Boggs LLP regarding legality.

23.1   Consent of Patton Boggs LLP (included in Exhibit 5.1).

23.2   Consent of McManus & Co., P.C.

24.1   Power of Attorney (included in Part II of this registration statement under the
       caption "Signature").