FORM S-8

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                    (As Last Amended in Release No. 33-6902,
                         June 13, 1991, 56 F. R. 30036)

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               3Si HOLDINGS, INC.
                                (KEWi.net, INC.)
             (Exact Name of Registrant as specified in its charter)

              COLORADO                                    84-0245581
--------------------------------------------------------------------------------
      (State of Incorporation)                     (I.R.S. Employer ID No.)


                   1998 OMNIBUS (QUALIFIED AND NON-QUALIFIED)
                                STOCK OPTION PLAN

               6886 S. Yosemite Street, Englewood, Colorado, 80112
--------------------------------------------------------------------------------
                    (Address of principal executive offices)


--------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                     PROPOSED       PROPOSED
   TITLE OF                           MAXIMUM        MAXIMUM
  SECURITIES          AMOUNT         OFFERING       AGGREGATE     AMOUNT OF
     TO BE             TO BE           PRICE        OFFERING     REGISTRATION
  REGISTERED        REGISTERED     PER SHARE (1)    PRICE (1)        FEE
--------------------------------------------------------------------------------


 Common Stock,       5,000,000         $0.10                     $ 1,320.00
     0.01             shares         per share

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

(1) Calculated upon the basis of the price at which 637,200  outstanding options
under the Plan may be  exercised  (which was the  closing bid price per share of
3Si stock on September 17, 1998, which was $0.0625 per share, the price at which
1,125,300 outstanding options under the Plan may be exercised), and otherwise of
the closing price of the stock on October 27, 1999, which was $0.14 per share.

<PAGE>



                           Frank W. Backes, President

                               3Si HOLDINGS, INC.
                             6886 S. Yosemite Street
                               Englewood, CO 80112
                           800-390-0641 / 303-741-9123

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

                                   Copies to:

                             Daniel P. Edwards, Esq.
                             DANIEL P. EDWARDS, P.C.
                         128 S. Tejon Street, Suite 310
                           Colorado Springs, CO 80903

     Approximate  date of proposed  commencement of sales pursuant to plan: From
time to time  following the effective date of this  Registration  Statement upon
proper exercise of options granted under Plan.


                                        2
<PAGE>
                               3Si HOLDINGS, INC.

                              Cross Reference Sheet
                                     Between
                        Items of Form S-8 and Prospectus


----------------------------------------------------------------------------
  ITEM         ITEM IN                   PROSPECTUS         PROSPECTUS
   NO.         FORM S-8                     PAGE             CAPTION
----------------------------------------------------------------------------

Part 1
--------------------------------------------------------------------------------
Item 1    Plan information                    8        Issuer; general nature
                                                       and purpose of plan;
Item 1(A) General plan information           8-9       description of the
                                                       plan; federal income
                                                       tax consequences.
--------------------------------------------------------------------------------
Item 1(B) Securities to be offered            9        Shares subject to
                                                       plan; general nature
                                                       and purpose of plan;
                                                       description of the
                                                       plan.
--------------------------------------------------------------------------------
Item 1(C) Employees who may                 10-11      Voluntary termination
          participate in the plan                      by participant;
                                                       termination for cause;
                                                       termination without
                                                       cause.
--------------------------------------------------------------------------------
Item 1(D) Purchase of securities              10       Description of the
          pursuant to the plan and          13-14      plan; shares subject
          payment for securities                       to plan; 3Si options
          offered                                      outstanding as of
                                                       October 1, 1999.
--------------------------------------------------------------------------------
Item 1(E) Resale restrictions                 9        Description of the
                                                       plan.
--------------------------------------------------------------------------------

Item 1(F) Tax effects of plan               12-13      Tax effects of plan
          participation                                participation; federal
                                                       income tax
                                                       consequences;
                                                       applicability of Tax
                                                       Reform Acts.
--------------------------------------------------------------------------------
Item 1(G) Investment of funds                ---       Inapplicable
--------------------------------------------------------------------------------

                                        3
<PAGE>

Item 1(H) Withdrawal from the plan;           10       Description of the
          assignment of interest                       plan
--------------------------------------------------------------------------------
Item 1(I) Forfeitures and penalties           10       Description of the
                                                       plan
--------------------------------------------------------------------------------
Item 1(J) Charges and deductions              10       Description of the
          and Liens Therefor                           plan
--------------------------------------------------------------------------------
Item 2    Registration information            14       Registrant
          and Employee Plan                            information;
          Annual Information                           Employee Plan
                                                       annual information
--------------------------------------------------------------------------------

Part II
--------------------------------------------------------------------------------
Item 3    Incorporation of                    14       Incorporation by
          documents by reference                       reference
--------------------------------------------------------------------------------
Item 4    Description of securities           15       Description of
                                                       securities
--------------------------------------------------------------------------------
Item 5    Interests of named                 ---       Inapplicable
          experts and counsel
--------------------------------------------------------------------------------
Item 6    Indemnification of                15-22      Indemnification of
          Directors and Officers                       Directors & Officers;
                                                       Disclosure of
                                                       commission position
                                                       on indemnification for
                                                       Securities Act
                                                       liabilities
--------------------------------------------------------------------------------
Item 7    Exemption from                     ---       Inapplicable
          registration claimed
--------------------------------------------------------------------------------
Item 8    Exhibits                            22       Exhibits
--------------------------------------------------------------------------------
Item 9    Undertakings                        23       Undertakings
--------------------------------------------------------------------------------

                                        4
<PAGE>
                                   PROSPECTUS


                                5,000,000 Shares
                                  Common Stock
                                 (no par value)


THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                       ----------------------------------
                         1998 OMNIBUS STOCK OPTION PLAN
                          (QUALIFIED AND NON-QUALIFIED)
                       ----------------------------------

         3Si HOLDINGS,  INC. (the  "Company" or "3Si") is hereby  offering up to
5,000,000 shares of its common stock, no par value, to such directors,  officers
and key  employees  of the  Company  as have been or may be  granted  options to
purchase such shares  pursuant to its 1998 Stock Option Plan (the "Plan") herein
described.

         No person has been  authorized to give any  information  or to make any
representations  in connection with the offer contained in this Prospectus which
are not  expressed  herein,  and, if given or made,  such other  information  or
representations must not be relied upon as having been authorized.

         This  Prospectus  does not constitute an offer of any securities  other
than those to which it relates or an offer to any jurisdiction  where such offer
would be unlawful.  The delivery of this  Prospectus  at any time does not imply
that the information herein is correct as of any time subsequent to its date.

             ------------------------------------------------------
                 THE DATE OF THIS PROSPECTUS IS OCTOBER 29, 1999
             ------------------------------------------------------



                                        5

<PAGE>
                                TABLE OF CONTENTS


1.   PLAN INFORMATION...................................................8

     A.  General Plan Information.......................................8
         (1)    Issuer..................................................8
         (2)    General Nature and Purpose of Plan......................8

     B.  Securities To Be Offered.......................................9
         (1)    Shares Subject to Plan..................................9
         (2)    Description of the Plan................................10

     C.  Employees Who May Participate in the Plan.....................10
                Voluntary Termination by Participant...................11
                Termination for Cause..................................11
                Termination Without Cause..............................11

2.   TAX EFFECTS OF PLAN PARTICIPATION.................................12

     A.  Federal Income Tax Consequences...............................12

     B.  Applicability of Tax Reform Acts..............................13

3.   3Si OPTIONS OUTSTANDING AS OF OCTOBER 1, 1999.....................13

4.   REGISTRANT INFORMATION & EMPLOYEE PLAN ANNUAL INFORMATION.........14



                                        6

<PAGE>
1.       PLAN INFORMATION

         A.       General Plan Information

                  (1) Issuer.  The Company was incorporated under Wyoming law on
         November  8, 1979.  Its office is located at 6886 S.  Yosemite  Street,
         Englewood,  Colorado,  80112.  Its telephone  number is 800-390-0641 or
         303- 741-9123.

                  The  Plan  was  initially  adopted  by the  Company  Board  of
         Directors on June 18, 1998 (the "Effective Date of the Plan"). The Plan
         was ratified and approved by its stockholders on June 18, 1998.

                  The following  explanatory  material is offered as an aid to a
         more comprehensive understanding of the Plan. You are urged to read the
         text of the Plan, set forth in full as Exhibit A to this Prospectus and
         incorporated  herein by specific reference  thereto.  The statements in
         this  Prospectus  with  respect  to the  Plan  are  qualified  in their
         entirety  by  such  reference.  For  both  a  general  and  a  detailed
         discussion of the Company's history and the nature of its directors and
         officers,  you are urged to read the  Company's  1998 Annual  Report to
         Shareholders,  a copy  of  which  is  attached  as  Exhibit  B to  this
         Prospectus, and the contents of which are expressly incorporated within
         this Prospectus by specific reference thereto.

                  (2) General  Nature and Purpose of Plan.  The Plan is designed
         to provide all  eligible  directors,  officers  and  employees  with an
         incentive  to invest in the  Company's  capital  stock,  to attract and
         retain directors, officers and employees of outstanding competence, and
         to further the identity of their  interests with those of the Company's
         stockholders.  Shares are made available under the Plan for purchase by
         directors,  officers and other key employees of the Company through the
         exercise of stock options  granted from time to time by the Board or by
         a committee appointed by the Board (the "Committee").  As of October 1,
         1999,  the number of directors  and  employees  of the Company  holding
         outstanding options previously granted under the Plan and the number of
         additional   employees   which,   by   reason   of   their   employment
         classifications,  Company  management  considered  eligible  to receive
         options if selected by the Board were, respectively 17 and 4.

                  Unless  sooner  terminated by action of the Board of Directors
         of the  Company,  ten (10) years after the  Effective  Date of the Plan
         (i.e.,  on June 18,  2008),  the Plan  will  terminate  and no  options
         thereunder shall subsequently be granted.

                                        7
<PAGE>
               Shares  acquired by an  affiliate - (an  "affiliate"  is a person
          that  directly,  or  indirectly  through  one or more  intermediaries,
          controls,  or is controlled by, or is under common control within, the
          Company),  of the Company  subsequent  to the  Effective  Date of this
          Prospectus  and upon exercise of an option  granted under the Plan may
          not be re-offered or resold pursuant to this Form S-8, to an effective
          registration  statement prepared on Form S-1 or, if the Company or the
          affiliate meets certain requirements, on form S-16, or, alternatively,
          in  compliance  with Rule 144 as  promulgated  by the  Securities  and
          Exchange Commission.

          B.       Securities To Be Offered

               (1)  Shares  Subject  to Plan . The  aggregate  number  of Shares
          reserved  for issuance  under the Plan,  and the number of such Shares
          previously  issued  upon  exercise  of  options  granted   thereunder,
          currently  subject to  outstanding  options and  reserved for issuance
          upon  exercise  of options to be  granted  in the future  were,  as of
          October 1, 1999.

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

  Authorized                                               Shares Available
    Shares         Shares Issued         Shares              For Issuance
   Reserved            Upon            Subject to            Upon Exercise
     For             Exercise          Outstanding                of
   Issuance         of Options           Options            Future Options
--------------------------------------------------------------------------------

   5,000,000             0              1,652,500              3,347,500

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

     When Shares are issued,  their source will be the Company's  authorized but
unissued or issued and reacquired treasury shares, as determined periodically by
the Board or the Committee.

     The number of Shares  reserved for issuance under the Plan may be increased
only by Plan  Amendment  approved  by the  Board of  Directors,  provided,  that
without  approval by the  shareholder of the Company  representing a majority of
the voting power,  no such amendment shall increase the maximum number of shares
for  which  options  may be  granted  under the Plan or  change  the  provisions
relating to establishment of the option price.

                                        8
<PAGE>
                  (2)   Description   of  the  Plan.   The  Plan  is   currently
         administered  by the Board,  which can,  at its  discretion,  appoint a
         Committee to administer  the Plan. The entity  administering  the Plan,
         whether  the Board or the  Committee  has  authority  under the Plan to
         determine,  in  its  discretion,  the  individuals  who  shall  receive
         options, the times when such options shall be granted and the number of
         shares and purchase price under each option  granted.  In addition,  it
         may at any time  grant an  option to an  employee  to whom an option or
         options have bene granted  previously,  whether or not such  previously
         granted option or options have been exercised  fully.  In the event the
         Committee at any time includes a member who is eligible to  participate
         under  the  Plan,  options  can be  granted  to such  member  only by a
         majority of the disinterested members of the Board.

         C.       Employees Who May Participate in the Plan

         Eligibility  for  participation  in the Plan is limited  to  directors,
officers and key employees of the Company,  as designated by the  administrative
committee.  The aggregate  number of shares as to which an option or options may
be granted under the Plan to any one individual shall be determined and fixed by
the Committee.

         The Plan complies with Rule 16 (b)(3) under the Securities Exchange Act
of 1934, which allows certain  transactions under the Plan to be exempt from the
six month insider trading  restrictions of Section 16 (b). Pursuant to the Plan,
shares  acquired  pursuant to an option must be held for at least six (6) months
from the date the  option  was  granted,  before  such  shares  can be sold.  In
addition,  the Plan will be  administered  at all times by a committee of two or
more  "disinterested  directors"  (persons  who either were not  granted  equity
securities  pursuant  to the Plan or  pursuant  to any other Plan of the Company
during the year prior to their service as a plan administrator,  unless the Plan
under which they were awarded  securities  was a formula  plan or a  broad-based
participant-directed plan).

         The Price at which option  Shares may be acquired from the Company upon
exercise of option  grants  shall be fixed by the  Committee  at a price no less
than  one-hundred  percent (100%) of fair market value (defined as the bid price
of the  Company's  Common  Stock on the OTC market as  reported by OTC BB on the
Date of Grant,  or in the event there shall be no bid  quotations on the Date of
Grant,  thereupon the date nearest  preceding the Date of Grant).  Such price is
not subject to modification and must be paid in full on the date of exercise, in
accordance with the terms of the Stock Option Agreement set forth in Exhibit C.

                                        9
<PAGE>
     Any outstanding  option may be exercised by the original holder while he is
an  employee,  officer or  director  of the  Company  and within the term of the
option,  not  to  exceed  ten  years  following  the  date  of the  grant.  Upon
termination  of  a  participant's   employment  with  the  Company,  his  Option
privileges shall be terminated as follows:

     Voluntary Termination by Participant
     -------------------------------------

          Upon  voluntary  termination of employment by  Participant,  his Stock
     Options  hereunder shall  terminate,  upon the date of such  termination of
     employment.

     Termination for Cause
     ----------------------

          If Participant  is terminated by the Company "for cause",  pursuant to
     the  provisions  of  his  Employment  Agreement,  then  his  Stock  Options
     hereunder  shall  be  terminated  twelve  (12)  months  from  the  date  of
     termination.

     Termination Without Cause
     -------------------------

          If Participant is terminated by the Company without cause, pursuant to
     the  provisions  of  his  Employment  Agreement,  then  his  Stock  Options
     hereunder  shall be  terminated  twenty-four  (24)  months from the date of
     termination.

     Termination  After  the Sale of  Substantially  all  Corporate  Assets
     ----------------------------------------------------------------------

          If Participant is terminated by the Company as a result of the sale of
     substantially all corporate assets,  then his Stock Options hereunder shall
     be terminated twelve (12) months from the date of termination.

     No option is transferrable or assignable by the original holder except upon
his death,  and then only pursuant to the terms of his will or under the laws of
intestate  distribution.  If so transferred,  an option may be exercised,  again
only with respect to the Shares otherwise subject to purchase at the time of the
participant's  death, by the participant's legal successor(s) within a period of
180 days following the participant's death.

     The expiration  date of each option shall be fixed by the  Committee,  but,
notwithstanding any provision of the Plan to the contrary,  such expiration date
shall not be more than ten (10) years from the Date of Grant.

     Within such  limitations,  the option may be  exercised in whole or in part
from time to time over the  period of its  existence.  Although  the Plan may be
amended  by  action  of the  Directors,  or in  certain  cases by  action of the
stockholders,  no amendment  may alter or impair any option  previously  granted
under each Plan without the consent of the holder.

                                       10
<PAGE>
         No provision of the Plan or of any Option  Agreement  granted  pursuant
thereto  shall be deemed to confer upon any  individual  employee of the Company
any right to  continue  in the employ of 3Si or to deny the Company the right to
terminate such employment at any time.

2.       TAX EFFECTS OF PLAN PARTICIPATION

         A.       Federal Income Tax Consequences

         The options  granted or to be granted under the Plan are intended to be
"non-qualified stock options" as defined in Section 1.83-7 of the Federal Income
Tax  Regulations.  The Plan is not  subject to any  provisions  of the  Employee
Retirement  Income  Security  Act of 1974.  Under  current  applicable  law, the
anticipated federal income tax consequences of the receipt of any portion of the
Shares acquired by reason of such exercise,  are hereafter  summarized.  Because
the federal income tax provisions relating to these matters are quite technical,
the  following   statements  are  necessarily   general  in  nature,  and  since
application   of  such  tax   provisions   may  vary   according  to  individual
circumstance,  it  may  be  advisable  for  the  taxpayer  to  obtain  competent
professional tax advice:

                  (1) The optionholder  recognizes no taxable income in the year
         of  receipt  of  an  option   grant  as  long  as  the  option  has  no
         ascertainable  fair market  value.  In the year of  acquisition  of any
         shares of the Company's  common stock pursuant to a partial or complete
         exercise of the rights granted under such option,  he shall be required
         to  recognize  ordinary  income  in an amount  equal to the  difference
         between  the fair  market  value of each such  share on the date of its
         acquisition  and the actual price which he paid  therefore.  The amount
         reported by the optionholder as ordinary income constitutes an ordinary
         business deduction to the Company.

                  (2) The amount of ordinary  income which must be reported upon
         an acquisition of shares by exercise of an option grant is added to the
         amount actually paid by the  optionholder for such shares and the total
         sum becomes the  adjusted  tax "cost" of those  shares for  purposes of
         determining  the amount of any gain or loss which may be realized  upon
         subsequent disposition constituting a sale or exchange (as opposed to a
         gift or other  transfer  of legal  title not  involving  the passage of
         consideration).

                  (3) A sale or exchange  of any portion of the shares  acquired
         by an option holder upon exercise of his option  granted under the Plan
         will result in the recognition of taxable loss,  depending upon whether
         the  selling  price  of  the  shares  exceeds  or is  exceeded  by  the
         taxpayer's adjusted tax cost.

                                       11
<PAGE>
         B.       Applicability of Tax Reform Acts

     The 1986 Tax  Reform Act and  subsequent  acts (the  "Acts")  may have some
effect  upon the  income  tax  consequences  resulting  from the sale of  shares
acquired  or to be  acquired  under  the  Plan.  Such  effect,  if any,  will be
dependent upon individual tax circumstances existing within the year or years of
the applicable  transaction.  Because of the complexity and interrelationship of
the  pertinent  provisions  of the Acts,  the tax payer  should  seek  competent
professional tax advice to determine the applicability,  if any, of the Act upon
his personal income tax situation.  Under current law, an  "alternative  minimum
tax" is imposed on taxpayers  whose regular tax for the subject  taxable year is
exceeded by such calculation. In making such calculation,  certain "items of tax
preference" are added to the taxpayer's taxable income.

3.       3Si OPTIONS OUTSTANDING AS OF OCTOBER 1, 1999

     The options granted and outstanding under the Plan as of September 1, 1999,
are summarized in the following table:

               Number of           Shares            Average            Date
    Date       Employees,          Subject          Price per          Options
   Issued      Directors          To option           Share            Expire
------------ --------------- ----------------- ----------------- ---------------
  9/15/98          1                2,000             0.10             5/1/00
  9/15/98          1                5,000             0.10             5/1/00
  9/15/98          1               100,000            0.10             9/15/08
  9/15/98          1                2,000             0.10             5/1/00
  9/15/98          1                2,000             0.10             5/1/00
  9/15/98          1                2,000             0.10             5/1/00
  9/15/98          1                8,000             0.10             5/1/00
  9/15/98          1                 800              0.10             5/1/00
  9/15/98          1                 800              0.10             5/1/00
  9/15/98          1                2,000             0.10             5/1/00
------------ --------------- ----------------- ----------------- ---------------
  9/15/98          1                 800              0.10             5/1/00
  9/15/98          1                2,000             0.10             5/1/00






                                      -12-
<PAGE>
               Number of           Shares            Average            Date
    Date       Employees,          Subject          Price per          Options
   Issued      Directors          To option           Share            Expire
------------ --------------- ----------------- ----------------- ---------------
  9/15/98          1                 800              0.10             5/1/00
  9/15/98          1                5,000             0.10             5/1/00
  9/15/98          1                2,000             0.10             5/1/00
  9/15/98          1                2,000             0.10             5/1/00
  7/15/99          1               500,000            0.10             7/15/09
  Various          1              1,015,300           0.128            5/1/00
   Total                          1,652,500           0.10


4.       REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
         INFORMATION

         Upon written or oral  request,  Employees  may obtain from the Company,
without  charge,  copies of all  documents  incorporated  by  reference  in this
Prospectus,  and of any other  documents  required to be  delivered to Employees
pursuant to Rule 428(b). Such requests for copies should be directed to Frank W.
Backes, President, 3Si Holdings, 6886 S. Yosemite Street,  Englewood,  Colorado,
80112, 800-390-0641 or 303-741-9123.

PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item #3 - INCORPORATION OF DOCUMENTS BY REFERENCE

         The  Registrant  expressly  incorporates  within  this  Prospectus,  by
specific  reference  thereto,  each of the following  documents and all contents
thereof:

         A. The  Registrant's  most recent  annual report filed on September 28,
1998, with the Securities and Exchange Commission (the "Commission") pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "'34 Act");

         B. All other reports filed with the Commission  pursuant to Sections 13
or 15(d) of the '34 Act since the end of the fiscal  year  covered by the annual
report referenced in A above; and

         C. The Registrant's  definitive proxy statement for 1998 filed with the
Commission  pursuant to Section 13 of the '34 Act in connection  with the latest
annual meeting of its stockholders on April 30, 1999.

                                       13
<PAGE>
         In addition,  all documents  hereafter filed by the Registrant with the
Commission  pursuant  to  the  filing  of  a  post-effective  amendment  to  the
Registration Statement of which this Prospectus forms a part, indicating that ll
securities  offered hereby have been sold or that all securities  then remaining
unsold are being  deregistered,  shall be deemed to be incorporated by reference
within this  Prospectus and to be a part thereof from the date of filing of each
such documents.

 Item #4 - DESCRIPTION OF SECURITIES

         The Company's  authorized  Common Stock consists of 50,000,000  shares,
0.01 par value. As of October 1, 1999,  there were  40,195,156  shares of no par
value common stock issued and outstanding. Holders of Common Stock have one vote
for each  share  held and are not  entitled  to  cumulate  their  votes  for the
election of directors.  Stockholders do not have preemptive  rights.  The shares
are not subject to  redemption,  conversion  into another class of securities or
into debt instruments, or participation in sinking fund arrangements. All shares
of Common  Stock  issued and  outstanding  are  validly  issued,  fully paid and
non-assessable.  No restrictions exist regarding the repurchase or redemption by
the Company of shares of this class  during the period of any  arrearage  in the
payment of dividends or sinking fund installments.

         The Company has no  authorized  class of  Preferred  Stock.  Holders of
Common Stock are entitled to receive such dividends as are declared by the Board
of  Directors  out of funds  legally  available  therefor  and are  entitled  to
participate  equally in the assets of the Company  available for distribution in
the event of liquidation or dissolution.  The Company has never paid a dividend.
The  Company  will  furnish   stockhodlers  annual  reports  containing  audited
financial statements and quarterly reports containing unaudited financial data.

Item #6 - INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section  7-3-101(1)(o)  of the  Colorado  Corporation  Code  permits  a
corporation  organized  thereunder  to indemnify  its directors and officers for
certain of their acts. The Articles of Incorporation of Registrant,  as amended,
has been framed so as to conform to Section  7-3-101(1)(o) and Section 7-3-101.5
of the Colorado Corporation Code.

         19.1     Section 7-3-101.5 of the Colorado Corporation Code provides as
follows:

                                       14
<PAGE>
                   7-3-101.5. Indemnification of corporate directors, officers,
         employers, employees, and agents.

                  (1)      As used in this section:

                           (a)  "Corporation"  includes  any domestic or foreign
         predecessor  entity of the Corporation in a merger,  consolidation,  or
         other  transaction  in which the  predecessor's  existence  ceased upon
         consummation of the transaction.

                           (b)  "Director"  means an individual  who is or was a
         director of a corporation  and an individual who, while a director of a
         corporation,  is or was  serving  at  the  corporation's  request  as a
         director,  officer, partner,  trustee,  employee, or agent of any other
         foreign or domestic  corporation or of any partnership,  joint venture,
         trust, other enterprises, or employee benefit plan. A director shall be
         considered to be serving an employee benefit plan at the  corporation's
         request  if his  duties to the  corporation  also  impose  duties on or
         otherwise involved services by him to the plan or to participants in or
         beneficiaries of the plan.

                           (c)      "Expenses" includes attorney fees.

                           (d)  "Liability"   means  the  obligation  to  pay  a
         judgment,  settlement,  penalty, fine (including an excise tax assessed
         with  respect to an  employee  benefit  plan),  or  reasonable  expense
         incurred with respect to a proceeding.

                           (e) "Official  Capacity"  when used with respect to a
         director,  means the office of director in the  corporation,  and, when
         used with  respect to an  individual  other than a director,  means the
         office in the  corporation  held by the  officer or the  employment  or
         agency  relationship  undertaken  by the employee or agent on behalf of
         the corporation.  "Official  capacity" does not include service for any
         other foreign or domestic  corporation  or for any  partnership,  joint
         venture, trust, other enterprises, or employee benefit plan.

                           (f) "Party" includes an individual who was, is, or is
         threatened to be made a named defendant or respondent in a proceeding.


                                       15
<PAGE>
                           (g) "Proceeding"  means any threatened,  pending,  or
         completed  action,  suit,  or  proceeding,   whether  civil,  criminal,
         administrative, or investigative and whether formal or informal.

                  (2) (a) Except as provided in paragraph (d) of this subsection
         (2), a corporation  may  indemnify  against  liability  incurred in any
         proceeding an individual  made a party to the proceeding  because he is
         or was a director if:

                                    (i)     He conducted himself in good faith;

                                    (ii)    He reasonably believed:

                                            (a)    In the case of conduct in his
official   capacity  with  the   corporation,   that  his  conduct  was  in  the
corporation's best interests; or

                                            (b)    in all other cases, that his
conduct was at least not opposed to the corporation's best interest; and

                                    (iii)   In the case of any criminal proceed-
ing, he had no reasonable cause to believe his conduct was unlawful.

                           (b)  A director's conduct with respect to an employee
benefit plan for a purpose he reasonably  believed to be in the interests of the
participants  in or  beneficiaries  of the plan is conduct  that  satisfies  the
requirements of subparagraph  (b) of subparagraph  (ii) of paragraph (a) of this
subsection.

                                    (2)     A director's conduct with respect to
an employee benefit plan for a purpose that he did not reasonably  believe to be
in the interests of the  participants in or  beneficiaries  of the plan shall be
deemed not to satisfy the  requirements of subparagraph  (i) of paragraph (a) of
this  subsection 2. (c) The  termination of any  proceeding by judgment,  order,
settlement,  or conviction, or upon a plea of nolo contenders or its equivalent,
is not of itself  determinative that the individual did not meet the standard of
conduct set forth in paragraph (a) of this subsection (2).

                           (d)  A corporation may not indemnify a director under
this subsection (2) either:

                                       16
<PAGE>
                                    (i)    In connection with a proceeding by or
in the right of the corporation in which the director was adjudged liable to the
corporation; or

                                    (ii)    In  connection  with any  proceeding
charging  improper  personal  benefit to the director,  whether or not involving
action in his official  capacity,  in which he was adjudged  liable on the basis
that personal benefit was improperly received by him.

                           (e)   Indemnification permitted under this subsection
(2) in  connection  with a  proceeding  by or in the right of a  corporation  is
limited to reasonable expenses incurred in connection with the proceeding.

                  (3)  Unless  limited  by  the  articles  of  incorporation,  a
corporation  shall be required to indemnify a person who is or was a director of
the corporation and who was wholly  successful,  on the merits or otherwise,  in
defense of any proceeding to which he was a party,  against reasonable  expenses
incurred by him in connection with the proceeding.

                  (4)  Unless  limited  by  the  articles  of  incorporation,  a
director who is or was a party to a proceeding may apply for  indemnification to
the  court   conducting   the  proceeding  or  to  another  court  of  competent
jurisdiction.  on receipt of an application,  the court, after giving any notice
the court  considers  necessary,  may  order  indemnification  in the  following
manner:

                           (a)      If it determines the director is entitled to
mandatory  indemnification under subsection (3) of this section, the court shall
order indemnification,  in which case the court shall also order the corporation
to pay the  director's  reasonable  expenses  incurred  to obtain  court-ordered
indemnification.

                           (b)      If it determines that the director is fairly
and  reasonably  entitled  to  indemnification  in  view  of  all  the  relevant
circumstances,  whether  or not he met the  standard  of  conduct  set f orth in
paragraph  (a) of subsection  (2) of this section or was adjudged  liable in the
circumstances  described in paragraph (d) of subsection (2) of this section, the
court may order such indemnification as the court deems proper;  except that the
indemnification  with respect to any  proceeding in which  liability  shall have
been adjudged in the circumstances  described in paragraph (d) of subsection (2)
of this section is limited to reasonable expenses incurred.

                  (5) (a) A  corporation  may not  indemnify  a  director  under
subsection (2) of this section  unless  authorized in the specif ic case after a
determination has been made that  indemnification of the director is permissible
in the  circumstances  because he has met the ' standard of conduct set forth in
paragraph (a) of said subsection.

                                       17
<PAGE>
                           (b)      The determination required to be made by
paragraph (a) of this subsection (5) shall be made:

                                    (i)  By the board of directors by a majority
vote of a quorum,  which  quorum shall  consist of directors  not parties to the
proceeding; or

                                    (ii)    If a quorum cannot be obtained, by a
majority vote of a committee of the board designed by the board, which committee
shall  consist of two or more  directors not parties to the  proceeding;  except
that  directors  who  are  parties  to the  proceeding  may  participate  in the
designation of directors for the committee.

                           (c) If the quorum cannot be obtained or the committee
cannot be established  under paragraph (b) of this  subsection(5),  or even if a
quorum is obtained  or a committee  designated  if such quorum or  committee  so
directors,  the  determination  required  to be  made by  paragraph  (a) of this
subsection (5) shall be made:

                                    (i)    By independent legal counsel selected
by a vote of the board of directors or the committee in the manner  specified in
subparagraph (I) or (II) or paragraph (b) of this subsection (5) or, if a quorum
of the full board cannot be obtained and a committee  cannot be established,  by
independent legal counsel selected by a majority vote of the full board; or

                                    (ii)    By the shareholders.

                           (d)     Authorization of indemnif ication and evalua-
tion as to  reasonableness  of expenses  shall be made in the same manner as the
determination  that   indemnification  is  permissible;   except  that,  if  the
determination

that  indemnification  is  permissible  is made by  independent  legal  counsel,
authorization  of  indemnif  ication  and  evaluation  as to  reasonableness  of
expenses shall be made by the body that selected said counsel.

                  (6) (a) A corporation  may pay for or reimburse the reasonable
expenses incurred by a director who is a party to a proceeding in advance of the
final disposition of the proceeding if:

                                    (i)   The director furnishes the corporation
a written  affirmation of his good-faith  belief that he has met the standard of
conduct described in subparagraph (I) of paragraph (a) of subsection (2) of this
section;

                                       18
<PAGE>
                                    (ii)  The director furnishes the corporation
a  written  undertaking,  executed  personally  or on his  behalf,  to repay the
advance if it is determined that he did not meet such standard of conduct; and

                                    (iii) A determination is made that the facts
then known to those making the determination would not preclude  indemnification
under this subsection (6).

                           (b)     The undertaking required by subparagraph (II)
of paragraph (a) of this subsection (6) shall be an unlimited general obligation
of the director,  but need not be secured and may be accepted without  reference
to financial ability to make repayment.

                  (7) (a) A provision concerning a corporation's indemnification
of  or  advance  for   expenses  to  director   contained  in  its  articles  of
incorporation,  bylaws,  a resolution of its  shareholders or director,  or in a
contract,  except  for  insurance  policies,  shall be valid  only if and to the
extent the provision is consistent with this section and, if indemnif ication is
limited by the articles of incorporation, is consistent with said articles.

                           (b)    This subsection (7) shall not limit a corpora-
tion's power to pay or reimburse  expenses  incurred by a director in connection
with his  appearance as a witness in a proceeding at a time when he has not been
made a named defendant or respondent in the proceeding.

                  (8)      Unless limited by the articles of incorporation;

                           (a)      An officer of the  corporation who is not a
director is entitled to mandatory  indemnification pursuant to subsection (3) of
this section and is entitled to apply for court-ordered indemnification pursuant
to subsection (4) of this section in each case to the same extent as a director.

                           (b)      A corporation may indemnify and advance
expenses pursuant to subsection (6) of this section to an officer,  employee, or
agent of the corporation who is not a director to the same extent as a director;
and

                           (c)      A corporation may indemnify and advance
expenses  to an  officer,  employee,  or agent of the  corporation  who is not a
director to a greater  extent if consistent  with law and if provided for by its
articles of incorporation,  bylaws, resolution of its shareholders or directors,
or in a contract.

                                       19
<PAGE>
                  (9) A  corporation  may  purchase  and  maintain  insurance on
behalf of an individual who is or was a director, officer, employee,  fiduciary,
or agent  of the  corporation  and who,  while a  director,  officer,  employee,
fiduciary, or agent of the corporation,  is or was serving at the request of the
corporation as a director,  officer, partner, trustee,  employee,  fiduciary, or
agent of any other foreign or domestic corporation or of any partnership,  joint
venture,  trust,  other  enterprises,  or  employee  benefit  plan  against  any
liability  asserted  against or incurred by him in any such  capacity or arising
out of his status as such,  whether or not the corporation  would have the power
to indemnify him against such liability under the provisions of this section.

                  (10)  Any  indemnification  of or  advance  of  expenses  to a
director in accordance  with this section,  if arising out of a proceeding by or
on behalf of the  corporation,  shall be reported in writing to the shareholders
with or before the notice of the next shareholder's meeting."

          19.2   Article  IX  of  the  Registrant's  Articles  of  Incorporation
provides for  indemnification  of directors  and officers of the  Registrant  as
follows:

1. Elimination of Certain Liability of Directors.  The personal liability of all
directors of the corporation to the corporation or its shareholders for monetary
damages  for breach of  fiduciary  duty as a  director  shall be  eliminated  or
limited to the fullest extent permitted by the Colorado  Corporation Code, as it
now  exists or may be  hereafter  amended.  Any repeal or  modification  of this
article by the  shareholders of the corporation  shall not adversely  affect any
right of protection of the director of the  corporation  existing at the time of
such repeal or modification.

2.       Indemnification and Insurance.

         A. Right to Indemnification.  Each person who was or is made a party or
is threatened to be made a party to or is otherwise involved in any action, suit
or  proceeding,   whether  civil,  criminal,   administrative  or  investigative
(hereinafter a "proceeding"),  by reason of the fact that he or she, or a person
of whom he or she is the legal  representative,  is or was a Director, of f icer
or  employee  of  the  Company  or is or  was  serving  at  the  request  of the
corporation as a Director,  of f icer,  employee or agent of another corporation
or of a  partnership,  joint  venture,  trust  or other  enterprises,  including
service   with  respect  to  the  employee   benefit   plan   (hereinafter,   an
"indemnitee"),  whether  the basis of such  proceeding  is alleged  action in an
official capacity while serving as a Director,  officer, employee or agent shall
be  indemnified  and held  harmless by the  corporation  to the  fullest  extent
authorized  by  the  Colorado  Corporation  Code,  as  the  same  exists  or may
hereinafter

                                       20
<PAGE>
be amended against all expense,  liability and loss (including  attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid
in settlement)  reasonably incurred or suffered by such indemnitee in connection
therewith.  Such  indemnification  shall  continue as to an  indemnitee  who has
ceased to be a  Director,  officer,  employee  or agent  and shall  incur to the
benefit of the  indemnitee's  heirs,  executors  and  administrators;  provided,
however,  that the corporation shall indemnify any such indemnitee in connection
with a proceeding (or part thereof)  initiated by such  indemnitee  only if such
proceeding  (or part  thereof) was  authorized  by the Board of Directors of the
corporation.  The right to indemnification  conferred in this Section shall be a
contract  right and shall  include the right to be paid by the  corporation  the
expenses  incurred  in  defending  any such  proceeding  in advance of its final
disposition.

         B.  Non-Exclusivity of Rights. The rights to indemnification and to the
advancement of expenses  conferred in this Section shall not be exclusive of any
other right which any person may have or hereinafter adcluire under any statute,
provision  of these  Articles  of  Incorporation,  By-Laws,  agreement,  vote of
Stockholders or disinterested Directors or otherwise.

         C. Insurance. The corporation shall maintain insurance, at its expense,
to  protect  itself  and  any  Director,  officer,  employee  and  agent  of the
corporation or another corporation,  partnership,  joint venture, trust or other
enterprises  against any such  expense,  liability  or loss,  whether or not the
corporation  would have the power to indemnify such person against such expense,
liability or loss under the Colorado Corporation Code.


         D.  Indemnification of Agents of the Corporation.  The corporation may,
to the  extent  authorized  from time to time by the Board of  Directors,  grant
rights to indemnif  ication and to the  advancement  of expenses to any agent of
the  corporation  to the fullest  extent of the  provisions of this Section with
respect to the indemnification and advancement of expenses of Directors, officer
and employees of the corporation.

Item #7 - Exemption From Registration Claimed (Inapplicable)

Item #8 - Exhibits

         The following Exhibits are attached to this Registration Statement:

                                       21
<PAGE>
DESIGNATION OF EXHIBIT
 IN THIS REGISTRATION                DESCRIPTION
      STATEMENT                      OF EXHIBIT

          1*        1998 Omnibus Stock Option Plan (Qualified and Non-Qualified)
                    - 3Si Holdings, Inc. (as adopted effective June 18, 1998)

          2**       3Si Holdings,  Inc. Stock Option  Agreement  relating to the
                    Stock Option Plan

          3         Opinion of Counsel

          4         Consent of Independent Auditors

                       ----------------------------------
 * Exhibit 1  constitutes  Exhibit A to the  Prospectus

** Exhibit 2 constitutes Exhibit B to the Prospectus

Item #9 - Undertakings
          ------------

    A.   To Transmit Certain Material.

         (1) The undersigned  issuer hereby undertakes to deliver or cause to be
delivered with the prospectus to each director,  officer or employee to whom the
prospectus  is  sent  or  given,  a  copy  of  the  issuer's  Annual  Report  to
stockholders for its last fiscal year, unless such person otherwise has received
a copy of such report,  in which case the issuer  shall state in the  prospectus
that it will promptly furnish,  without charge, a copy of such report on written
request of the  director,  officer or  employee.  If the last fiscal year of the
issuer has ended within 120 days prior to the use of the prospectus,  the annual
report of the issuer for the  preceding  fiscal  year may be so  delivered,  but
within  such 120 day period the annual  report for the last  fiscal year will be
furnished to each such employee.

         (2) The undersigned issuer hereby undertakes to transmit or cause to be
transmitted to all  participants in the Plan, who do not otherwise  receive such
material  as  stockholders  of the  issuer,  at the time and in the manner  such
material is sent to its  stockholders,  copies of all reports,  proxy statements
and other communications distributed to its stockholders generally.

                                       22
<PAGE>
         (3) Where interests in a plan are registered herewith,  the undersigned
issuer  and Plan  hereby  undertake  to  transmit  or  cause  to be  transmitted
promptly,  without  charge,  to any  participant in the Plan who makes a written
request,  a copy of the then latest annual report of the plan filed  pursuant to
Section  15(d) of the  Securities  Exchange  Act of 1934  (Form  10- K). If such
report ,is filed  separately  on Form 10-K,  such form shall be  delivered  upon
written request. If such report is filed as a part of the issuer's annual report
on Form 10-K,  that entire report  (excluding  exhibits) shall be delivered upon
written request. if such report is filed as a part of the issuer's annual report
to shareholders  delivered  pursuant to paragraph (1) or (2) of this undertaking
additional delivery shall not be required.

    B.   Undertaking to Update Annually.

    The  undersigned  issuer  hereby  undertakes:  (1) to f ile  any  prospectus
required by Section 10(a) (3) as a post-effective amendment to this registration
statement;  (2) that for the purpose of determining  any liability under the Act
each such  post-ef f ective  amendment  and each  filing of the issuer' s annual
report  pursuant to Section 13 or 15(d) of the  Securities  Exchange Act of 1934
(or,  where  applicable,  each filing of the plan's  annual  report  pursuant to
Section  15(d) of the  Securities  Exchange Act of 1934) 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) that all such new registration statements will comply
with the applicable forms,  rules and regulations of the Commission in effect at
the time such post-effective  amendments or annual reports are filed; and (4) 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 Plan.

                                   SIGNATURES
                                   ----------

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets  all of the  grounds  for  filing on Form S-8,  and has duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized  in the City of  ___________________  and State of  Colorado on
December ______, 1999.

                                        3Si HOLDINGS, INC.


                                        ---------------------------------
                                        Frank Backes, President



                                       23
<PAGE>
         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  on Form S-8 has  been  signed  below  by the  following
persons in the capacities and on the date indicated:

                                        ---------------------------------
                                        Frank Backes, President

                                        ---------------------------------
                                        Fred Slack, Vice President

                                        ---------------------------------
                                        Larry Valdez, Secretary/Treasurer


         The Plan.  Pursuant to the  requirements of the Securities Act of 1933,
the trustees (or other persons who  administer  the employee  benefit plan) have
duly  caused  this  registration  statement  to be signed  on its  behalf by the
undersigned,  thereinto duly  authorized in the City of  _______________________
and State of Colorado on December ______, 1999.

                                        3Si HOLDINGS, INC.
                                        1998 Stock Option Plan


                                        By:__________________________________
                                           Chairman of the Board of Directors


                                       24
<PAGE>
                       CONSENT OF DANIEL P. EDWARDS, P.C.


         The consent of Daniel P. Edwards, P.C. is included as Exhibit 3 to the
Registration Statement.









                                       25

<PAGE>
                        CONSENT OF INDEPENDENT CERTIFIED
                               PUBLIC ACCOUNTANTS

     As independent  certified public accountants,  we hereby consent to the use
of our reports and to all  references  to our Firm included in or made a part of
this Registration Statement.


                                        /s/Balogh & Tjornehoj, LLP
                                        --------------------------
                                        Independent Auditors
Denver, Colorado

January 11, 2000






                                       26
<PAGE>



                                  EXHIBIT INDEX

          Exhibit 1         -       1998 Omnibus (Qualified and Non-Qualified)
                                    Stock Option Plan
                                    3Si Holdings, Inc.

          Exhibit 2         -       3Si Holdings, Inc. Stock Option Agreement
                                    relating to 1998 Omnibus Stock Option Plan

          Exhibit 3         -       Opinion of Counsel

          Exhibit 4         -       Consent of Independent Auditors


     NOTE: Exhibit 1 constitutes Exhibit A to the Prospectus
           Exhibit 2 constitutes Exhibit B to the Prospectus


                                       27
<PAGE>
The Board of Directors
3Si Holdings, Inc.

     We consent to incorporation  by reference in the registration  statement on
Form S-8 of 3Si Holdings,  Inc. related to the 1998 Omnibus Stock Option Plan of
our reports  dated  September  28, 1999,  relating to the balance  sheets of 3Si
Holdings,  Inc. as of June 30,  1998 and 1999,  and the  related  statements  of
operations,  changes  in  stockholders'  (deficit)  equity,  and cash  flows and
related  financial  statement  schedules  for each of the years in the  two-year
period ended June 30,  1999,  which  reports  appear in the June 30, 1999 annual
report on Form 10-K of 3Si Holdings, Inc.

                                        /s/Balogh & Tjornehoj, LLP
                                        --------------------------
                                        Independent Auditors
Denver, Colorado

January 11, 2000






                                       28
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 61023}]
{"company-data": {"conformed-name": "3SI HOLDINGS INC", "cik": "0000317889", "assigned-sic": "7372", "irs-number": "830245581", "state-of-incorporation": "WY", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-96105", "film-number": "522927"}, "business-address": {"street1": "6886 S. YOSEMITE STREET", "street2": "MAIN FLOOR", "city": "ENGLEWOOD", "state": "CO", "zip": "80112", "phone": "3037419123"}, "mail-address": {"street1": "6886 S YOSEMITE STREET", "city": "ENGLEWOOD", "state": "CO", "zip": "80112"}, "former-company": {"former-conformed-name": "TYREX OIL CO", "date-changed": "19920703"}}
FORM S-8

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                    (As Last Amended in Release No. 33-6902,
                         June 13, 1991, 56 F. R. 30036)

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               3Si HOLDINGS, INC.
                                (KEWi.net, INC.)
             (Exact Name of Registrant as specified in its charter)

              COLORADO                                    84-0245581
--------------------------------------------------------------------------------
      (State of Incorporation)                     (I.R.S. Employer ID No.)

                   1998 OMNIBUS (QUALIFIED AND NON-QUALIFIED)
                                STOCK OPTION PLAN

               6886 S. Yosemite Street, Englewood, Colorado, 80112
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

--------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                     PROPOSED       PROPOSED
   TITLE OF                           MAXIMUM        MAXIMUM
  SECURITIES          AMOUNT         OFFERING       AGGREGATE     AMOUNT OF
     TO BE             TO BE           PRICE        OFFERING     REGISTRATION
  REGISTERED        REGISTERED     PER SHARE (1)    PRICE (1)        FEE
--------------------------------------------------------------------------------

 Common Stock,       5,000,000         $0.10                     $ 1,320.00
     0.01             shares         per share

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

(1) Calculated upon the basis of the price at which 637,200  outstanding options
under the Plan may be  exercised  (which was the  closing bid price per share of
3Si stock on September 17, 1998, which was $0.0625 per share, the price at which
1,125,300 outstanding options under the Plan may be exercised), and otherwise of
the closing price of the stock on October 27, 1999, which was $0.14 per share.
Frank W. Backes, President

                               3Si HOLDINGS, INC.
                             6886 S. Yosemite Street
                               Englewood, CO 80112
                           800-390-0641 / 303-741-9123

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

                                   Copies to:

                             Daniel P. Edwards, Esq.
                             DANIEL P. EDWARDS, P.C.
                         128 S. Tejon Street, Suite 310
                           Colorado Springs, CO 80903

     Approximate  date of proposed  commencement of sales pursuant to plan: From
time to time  following the effective date of this  Registration  Statement upon
proper exercise of options granted under Plan.

                                        2
3Si HOLDINGS, INC.

                              Cross Reference Sheet
                                     Between
                        Items of Form S-8 and Prospectus

----------------------------------------------------------------------------
  ITEM         ITEM IN                   PROSPECTUS         PROSPECTUS
   NO.         FORM S-8                     PAGE             CAPTION
----------------------------------------------------------------------------

Part 1
--------------------------------------------------------------------------------
Item 1    Plan information                    8        Issuer; general nature
                                                       and purpose of plan;
Item 1(A) General plan information           8-9       description of the
                                                       plan; federal income
                                                       tax consequences.
--------------------------------------------------------------------------------
Item 1(B) Securities to be offered            9        Shares subject to
                                                       plan; general nature
                                                       and purpose of plan;
                                                       description of the
                                                       plan.
--------------------------------------------------------------------------------
Item 1(C) Employees who may                 10-11      Voluntary termination
          participate in the plan                      by participant;
                                                       termination for cause;
                                                       termination without
                                                       cause.
--------------------------------------------------------------------------------
Item 1(D) Purchase of securities              10       Description of the
          pursuant to the plan and          13-14      plan; shares subject
          payment for securities                       to plan; 3Si options
          offered                                      outstanding as of
                                                       October 1, 1999.
--------------------------------------------------------------------------------
Item 1(E) Resale restrictions                 9        Description of the
                                                       plan.
--------------------------------------------------------------------------------

Item 1(F) Tax effects of plan               12-13      Tax effects of plan
          participation                                participation; federal
                                                       income tax
                                                       consequences;
                                                       applicability of Tax
                                                       Reform Acts.
--------------------------------------------------------------------------------
Item 1(G) Investment of funds                ---       Inapplicable
--------------------------------------------------------------------------------

                                        3
Item 1(H) Withdrawal from the plan;           10       Description of the
          assignment of interest                       plan
--------------------------------------------------------------------------------
Item 1(I) Forfeitures and penalties           10       Description of the
                                                       plan
--------------------------------------------------------------------------------
Item 1(J) Charges and deductions              10       Description of the
          and Liens Therefor                           plan
--------------------------------------------------------------------------------
Item 2    Registration information            14       Registrant
          and Employee Plan                            information;
          Annual Information                           Employee Plan
                                                       annual information
--------------------------------------------------------------------------------

Part II
--------------------------------------------------------------------------------
Item 3    Incorporation of                    14       Incorporation by
          documents by reference                       reference
--------------------------------------------------------------------------------
Item 4    Description of securities           15       Description of
                                                       securities
--------------------------------------------------------------------------------
Item 5    Interests of named                 ---       Inapplicable
          experts and counsel
--------------------------------------------------------------------------------
Item 6    Indemnification of                15-22      Indemnification of
          Directors and Officers                       Directors & Officers;
                                                       Disclosure of
                                                       commission position
                                                       on indemnification for
                                                       Securities Act
                                                       liabilities
--------------------------------------------------------------------------------
Item 7    Exemption from                     ---       Inapplicable
          registration claimed
--------------------------------------------------------------------------------
Item 8    Exhibits                            22       Exhibits
--------------------------------------------------------------------------------
Item 9    Undertakings                        23       Undertakings
--------------------------------------------------------------------------------

                                        4
PROSPECTUS

                                5,000,000 Shares
                                  Common Stock
                                 (no par value)

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                       ----------------------------------
                         1998 OMNIBUS STOCK OPTION PLAN
                          (QUALIFIED AND NON-QUALIFIED)
                       ----------------------------------

         3Si HOLDINGS,  INC. (the  "Company" or "3Si") is hereby  offering up to
5,000,000 shares of its common stock, no par value, to such directors,  officers
and key  employees  of the  Company  as have been or may be  granted  options to
purchase such shares  pursuant to its 1998 Stock Option Plan (the "Plan") herein
described.

         No person has been  authorized to give any  information  or to make any
representations  in connection with the offer contained in this Prospectus which
are not  expressed  herein,  and, if given or made,  such other  information  or
representations must not be relied upon as having been authorized.

         This  Prospectus  does not constitute an offer of any securities  other
than those to which it relates or an offer to any jurisdiction  where such offer
would be unlawful.  The delivery of this  Prospectus  at any time does not imply
that the information herein is correct as of any time subsequent to its date.

             ------------------------------------------------------
                 THE DATE OF THIS PROSPECTUS IS OCTOBER 29, 1999
             ------------------------------------------------------

                                        5
TABLE OF CONTENTS

1.   PLAN INFORMATION...................................................8

     A.  General Plan Information.......................................8
         (1)    Issuer..................................................8
         (2)    General Nature and Purpose of Plan......................8

     B.  Securities To Be Offered.......................................9
         (1)    Shares Subject to Plan..................................9
         (2)    Description of the Plan................................10

     C.  Employees Who May Participate in the Plan.....................10
                Voluntary Termination by Participant...................11
                Termination for Cause..................................11
                Termination Without Cause..............................11

2.   TAX EFFECTS OF PLAN PARTICIPATION.................................12

     A.  Federal Income Tax Consequences...............................12

     B.  Applicability of Tax Reform Acts..............................13

3.   3Si OPTIONS OUTSTANDING AS OF OCTOBER 1, 1999.....................13

4.   REGISTRANT INFORMATION & EMPLOYEE PLAN ANNUAL INFORMATION.........14

                                        6
1.       PLAN INFORMATION

         A.       General Plan Information

                  (1) Issuer.  The Company was incorporated under Wyoming law on
         November  8, 1979.  Its office is located at 6886 S.  Yosemite  Street,
         Englewood,  Colorado,  80112.  Its telephone  number is 800-390-0641 or
         303- 741-9123.

                  The  Plan  was  initially  adopted  by the  Company  Board  of
         Directors on June 18, 1998 (the "Effective Date of the Plan"). The Plan
         was ratified and approved by its stockholders on June 18, 1998.

                  The following  explanatory  material is offered as an aid to a
         more comprehensive understanding of the Plan. You are urged to read the
         text of the Plan, set forth in full as Exhibit A to this Prospectus and
         incorporated  herein by specific reference  thereto.  The statements in
         this  Prospectus  with  respect  to the  Plan  are  qualified  in their
         entirety  by  such  reference.  For  both  a  general  and  a  detailed
         discussion of the Company's history and the nature of its directors and
         officers,  you are urged to read the  Company's  1998 Annual  Report to
         Shareholders,  a copy  of  which  is  attached  as  Exhibit  B to  this
         Prospectus, and the contents of which are expressly incorporated within
         this Prospectus by specific reference thereto.

                  (2) General  Nature and Purpose of Plan.  The Plan is designed
         to provide all  eligible  directors,  officers  and  employees  with an
         incentive  to invest in the  Company's  capital  stock,  to attract and
         retain directors, officers and employees of outstanding competence, and
         to further the identity of their  interests with those of the Company's
         stockholders.  Shares are made available under the Plan for purchase by
         directors,  officers and other key employees of the Company through the
         exercise of stock options  granted from time to time by the Board or by
         a committee appointed by the Board (the "Committee").  As of October 1,
         1999,  the number of directors  and  employees  of the Company  holding
         outstanding options previously granted under the Plan and the number of
         additional   employees   which,   by   reason   of   their   employment
         classifications,  Company  management  considered  eligible  to receive
         options if selected by the Board were, respectively 17 and 4.

                  Unless  sooner  terminated by action of the Board of Directors
         of the  Company,  ten (10) years after the  Effective  Date of the Plan
         (i.e.,  on June 18,  2008),  the Plan  will  terminate  and no  options
         thereunder shall subsequently be granted.

                                        7
Shares  acquired by an  affiliate - (an  "affiliate"  is a person
          that  directly,  or  indirectly  through  one or more  intermediaries,
          controls,  or is controlled by, or is under common control within, the
          Company),  of the Company  subsequent  to the  Effective  Date of this
          Prospectus  and upon exercise of an option  granted under the Plan may
          not be re-offered or resold pursuant to this Form S-8, to an effective
          registration  statement prepared on Form S-1 or, if the Company or the
          affiliate meets certain requirements, on form S-16, or, alternatively,
          in  compliance  with Rule 144 as  promulgated  by the  Securities  and
          Exchange Commission.

          B.       Securities To Be Offered

               (1)  Shares  Subject  to Plan . The  aggregate  number  of Shares
          reserved  for issuance  under the Plan,  and the number of such Shares
          previously  issued  upon  exercise  of  options  granted   thereunder,
          currently  subject to  outstanding  options and  reserved for issuance
          upon  exercise  of options to be  granted  in the future  were,  as of
          October 1, 1999.

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

  Authorized                                               Shares Available
    Shares         Shares Issued         Shares              For Issuance
   Reserved            Upon            Subject to            Upon Exercise
     For             Exercise          Outstanding                of
   Issuance         of Options           Options            Future Options
--------------------------------------------------------------------------------

   5,000,000             0              1,652,500              3,347,500

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

     When Shares are issued,  their source will be the Company's  authorized but
unissued or issued and reacquired treasury shares, as determined periodically by
the Board or the Committee.

     The number of Shares  reserved for issuance under the Plan may be increased
only by Plan  Amendment  approved  by the  Board of  Directors,  provided,  that
without  approval by the  shareholder of the Company  representing a majority of
the voting power,  no such amendment shall increase the maximum number of shares
for  which  options  may be  granted  under the Plan or  change  the  provisions
relating to establishment of the option price.

                                        8
(2)   Description   of  the  Plan.   The  Plan  is   currently
         administered  by the Board,  which can,  at its  discretion,  appoint a
         Committee to administer  the Plan. The entity  administering  the Plan,
         whether  the Board or the  Committee  has  authority  under the Plan to
         determine,  in  its  discretion,  the  individuals  who  shall  receive
         options, the times when such options shall be granted and the number of
         shares and purchase price under each option  granted.  In addition,  it
         may at any time  grant an  option to an  employee  to whom an option or
         options have bene granted  previously,  whether or not such  previously
         granted option or options have been exercised  fully.  In the event the
         Committee at any time includes a member who is eligible to  participate
         under  the  Plan,  options  can be  granted  to such  member  only by a
         majority of the disinterested members of the Board.

         C.       Employees Who May Participate in the Plan

         Eligibility  for  participation  in the Plan is limited  to  directors,
officers and key employees of the Company,  as designated by the  administrative
committee.  The aggregate  number of shares as to which an option or options may
be granted under the Plan to any one individual shall be determined and fixed by
the Committee.

         The Plan complies with Rule 16 (b)(3) under the Securities Exchange Act
of 1934, which allows certain  transactions under the Plan to be exempt from the
six month insider trading  restrictions of Section 16 (b). Pursuant to the Plan,
shares  acquired  pursuant to an option must be held for at least six (6) months
from the date the  option  was  granted,  before  such  shares  can be sold.  In
addition,  the Plan will be  administered  at all times by a committee of two or
more  "disinterested  directors"  (persons  who either were not  granted  equity
securities  pursuant  to the Plan or  pursuant  to any other Plan of the Company
during the year prior to their service as a plan administrator,  unless the Plan
under which they were awarded  securities  was a formula  plan or a  broad-based
participant-directed plan).

         The Price at which option  Shares may be acquired from the Company upon
exercise of option  grants  shall be fixed by the  Committee  at a price no less
than  one-hundred  percent (100%) of fair market value (defined as the bid price
of the  Company's  Common  Stock on the OTC market as  reported by OTC BB on the
Date of Grant,  or in the event there shall be no bid  quotations on the Date of
Grant,  thereupon the date nearest  preceding the Date of Grant).  Such price is
not subject to modification and must be paid in full on the date of exercise, in
accordance with the terms of the Stock Option Agreement set forth in Exhibit C.

                                        9
Any outstanding  option may be exercised by the original holder while he is
an  employee,  officer or  director  of the  Company  and within the term of the
option,  not  to  exceed  ten  years  following  the  date  of the  grant.  Upon
termination  of  a  participant's   employment  with  the  Company,  his  Option
privileges shall be terminated as follows:

     Voluntary Termination by Participant
     -------------------------------------

          Upon  voluntary  termination of employment by  Participant,  his Stock
     Options  hereunder shall  terminate,  upon the date of such  termination of
     employment.

     Termination for Cause
     ----------------------

          If Participant  is terminated by the Company "for cause",  pursuant to
     the  provisions  of  his  Employment  Agreement,  then  his  Stock  Options
     hereunder  shall  be  terminated  twelve  (12)  months  from  the  date  of
     termination.

     Termination Without Cause
     -------------------------

          If Participant is terminated by the Company without cause, pursuant to
     the  provisions  of  his  Employment  Agreement,  then  his  Stock  Options
     hereunder  shall be  terminated  twenty-four  (24)  months from the date of
     termination.

     Termination  After  the Sale of  Substantially  all  Corporate  Assets
     ----------------------------------------------------------------------

          If Participant is terminated by the Company as a result of the sale of
     substantially all corporate assets,  then his Stock Options hereunder shall
     be terminated twelve (12) months from the date of termination.

     No option is transferrable or assignable by the original holder except upon
his death,  and then only pursuant to the terms of his will or under the laws of
intestate  distribution.  If so transferred,  an option may be exercised,  again
only with respect to the Shares otherwise subject to purchase at the time of the
participant's  death, by the participant's legal successor(s) within a period of
180 days following the participant's death.

     The expiration  date of each option shall be fixed by the  Committee,  but,
notwithstanding any provision of the Plan to the contrary,  such expiration date
shall not be more than ten (10) years from the Date of Grant.

     Within such  limitations,  the option may be  exercised in whole or in part
from time to time over the  period of its  existence.  Although  the Plan may be
amended  by  action  of the  Directors,  or in  certain  cases by  action of the
stockholders,  no amendment  may alter or impair any option  previously  granted
under each Plan without the consent of the holder.

                                       10
No provision of the Plan or of any Option  Agreement  granted  pursuant
thereto  shall be deemed to confer upon any  individual  employee of the Company
any right to  continue  in the employ of 3Si or to deny the Company the right to
terminate such employment at any time.

2.       TAX EFFECTS OF PLAN PARTICIPATION

         A.       Federal Income Tax Consequences

         The options  granted or to be granted under the Plan are intended to be
"non-qualified stock options" as defined in Section 1.83-7 of the Federal Income
Tax  Regulations.  The Plan is not  subject to any  provisions  of the  Employee
Retirement  Income  Security  Act of 1974.  Under  current  applicable  law, the
anticipated federal income tax consequences of the receipt of any portion of the
Shares acquired by reason of such exercise,  are hereafter  summarized.  Because
the federal income tax provisions relating to these matters are quite technical,
the  following   statements  are  necessarily   general  in  nature,  and  since
application   of  such  tax   provisions   may  vary   according  to  individual
circumstance,  it  may  be  advisable  for  the  taxpayer  to  obtain  competent
professional tax advice:

                  (1) The optionholder  recognizes no taxable income in the year
         of  receipt  of  an  option   grant  as  long  as  the  option  has  no
         ascertainable  fair market  value.  In the year of  acquisition  of any
         shares of the Company's  common stock pursuant to a partial or complete
         exercise of the rights granted under such option,  he shall be required
         to  recognize  ordinary  income  in an amount  equal to the  difference
         between  the fair  market  value of each such  share on the date of its
         acquisition  and the actual price which he paid  therefore.  The amount
         reported by the optionholder as ordinary income constitutes an ordinary
         business deduction to the Company.

                  (2) The amount of ordinary  income which must be reported upon
         an acquisition of shares by exercise of an option grant is added to the
         amount actually paid by the  optionholder for such shares and the total
         sum becomes the  adjusted  tax "cost" of those  shares for  purposes of
         determining  the amount of any gain or loss which may be realized  upon
         subsequent disposition constituting a sale or exchange (as opposed to a
         gift or other  transfer  of legal  title not  involving  the passage of
         consideration).

                  (3) A sale or exchange  of any portion of the shares  acquired
         by an option holder upon exercise of his option  granted under the Plan
         will result in the recognition of taxable loss,  depending upon whether
         the  selling  price  of  the  shares  exceeds  or is  exceeded  by  the
         taxpayer's adjusted tax cost.

                                       11
B.       Applicability of Tax Reform Acts

     The 1986 Tax  Reform Act and  subsequent  acts (the  "Acts")  may have some
effect  upon the  income  tax  consequences  resulting  from the sale of  shares
acquired  or to be  acquired  under  the  Plan.  Such  effect,  if any,  will be
dependent upon individual tax circumstances existing within the year or years of
the applicable  transaction.  Because of the complexity and interrelationship of
the  pertinent  provisions  of the Acts,  the tax payer  should  seek  competent
professional tax advice to determine the applicability,  if any, of the Act upon
his personal income tax situation.  Under current law, an  "alternative  minimum
tax" is imposed on taxpayers  whose regular tax for the subject  taxable year is
exceeded by such calculation. In making such calculation,  certain "items of tax
preference" are added to the taxpayer's taxable income.

3.       3Si OPTIONS OUTSTANDING AS OF OCTOBER 1, 1999

     The options granted and outstanding under the Plan as of September 1, 1999,
are summarized in the following table:

               Number of           Shares            Average            Date
    Date       Employees,          Subject          Price per          Options
   Issued      Directors          To option           Share            Expire
------------ --------------- ----------------- ----------------- ---------------
  9/15/98          1                2,000             0.10             5/1/00
  9/15/98          1                5,000             0.10             5/1/00
  9/15/98          1               100,000            0.10             9/15/08
  9/15/98          1                2,000             0.10             5/1/00
  9/15/98          1                2,000             0.10             5/1/00
  9/15/98          1                2,000             0.10             5/1/00
  9/15/98          1                8,000             0.10             5/1/00
  9/15/98          1                 800              0.10             5/1/00
  9/15/98          1                 800              0.10             5/1/00
  9/15/98          1                2,000             0.10             5/1/00
------------ --------------- ----------------- ----------------- ---------------
  9/15/98          1                 800              0.10             5/1/00
  9/15/98          1                2,000             0.10             5/1/00

                                      -12-
Number of           Shares            Average            Date
    Date       Employees,          Subject          Price per          Options
   Issued      Directors          To option           Share            Expire
------------ --------------- ----------------- ----------------- ---------------
  9/15/98          1                 800              0.10             5/1/00
  9/15/98          1                5,000             0.10             5/1/00
  9/15/98          1                2,000             0.10             5/1/00
  9/15/98          1                2,000             0.10             5/1/00
  7/15/99          1               500,000            0.10             7/15/09
  Various          1              1,015,300           0.128            5/1/00
   Total                          1,652,500           0.10

4.       REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
         INFORMATION

         Upon written or oral  request,  Employees  may obtain from the Company,
without  charge,  copies of all  documents  incorporated  by  reference  in this
Prospectus,  and of any other  documents  required to be  delivered to Employees
pursuant to Rule 428(b). Such requests for copies should be directed to Frank W.
Backes, President, 3Si Holdings, 6886 S. Yosemite Street,  Englewood,  Colorado,
80112, 800-390-0641 or 303-741-9123.

PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item #3 - INCORPORATION OF DOCUMENTS BY REFERENCE

         The  Registrant  expressly  incorporates  within  this  Prospectus,  by
specific  reference  thereto,  each of the following  documents and all contents
thereof:

         A. The  Registrant's  most recent  annual report filed on September 28,
1998, with the Securities and Exchange Commission (the "Commission") pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "'34 Act");

         B. All other reports filed with the Commission  pursuant to Sections 13
or 15(d) of the '34 Act since the end of the fiscal  year  covered by the annual
report referenced in A above; and

         C. The Registrant's  definitive proxy statement for 1998 filed with the
Commission  pursuant to Section 13 of the '34 Act in connection  with the latest
annual meeting of its stockholders on April 30, 1999.

                                       13
In addition,  all documents  hereafter filed by the Registrant with the
Commission  pursuant  to  the  filing  of  a  post-effective  amendment  to  the
Registration Statement of which this Prospectus forms a part, indicating that ll
securities  offered hereby have been sold or that all securities  then remaining
unsold are being  deregistered,  shall be deemed to be incorporated by reference
within this  Prospectus and to be a part thereof from the date of filing of each
such documents.

 Item #4 - DESCRIPTION OF SECURITIES

         The Company's  authorized  Common Stock consists of 50,000,000  shares,
0.01 par value. As of October 1, 1999,  there were  40,195,156  shares of no par
value common stock issued and outstanding. Holders of Common Stock have one vote
for each  share  held and are not  entitled  to  cumulate  their  votes  for the
election of directors.  Stockholders do not have preemptive  rights.  The shares
are not subject to  redemption,  conversion  into another class of securities or
into debt instruments, or participation in sinking fund arrangements. All shares
of Common  Stock  issued and  outstanding  are  validly  issued,  fully paid and
non-assessable.  No restrictions exist regarding the repurchase or redemption by
the Company of shares of this class  during the period of any  arrearage  in the
payment of dividends or sinking fund installments.

         The Company has no  authorized  class of  Preferred  Stock.  Holders of
Common Stock are entitled to receive such dividends as are declared by the Board
of  Directors  out of funds  legally  available  therefor  and are  entitled  to
participate  equally in the assets of the Company  available for distribution in
the event of liquidation or dissolution.  The Company has never paid a dividend.
The  Company  will  furnish   stockhodlers  annual  reports  containing  audited
financial statements and quarterly reports containing unaudited financial data.

Item #6 - INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section  7-3-101(1)(o)  of the  Colorado  Corporation  Code  permits  a
corporation  organized  thereunder  to indemnify  its directors and officers for
certain of their acts. The Articles of Incorporation of Registrant,  as amended,
has been framed so as to conform to Section  7-3-101(1)(o) and Section 7-3-101.5
of the Colorado Corporation Code.

         19.1     Section 7-3-101.5 of the Colorado Corporation Code provides as
follows:

                                       14
7-3-101.5. Indemnification of corporate directors, officers,
         employers, employees, and agents.

                  (1)      As used in this section:

                           (a)  "Corporation"  includes  any domestic or foreign
         predecessor  entity of the Corporation in a merger,  consolidation,  or
         other  transaction  in which the  predecessor's  existence  ceased upon
         consummation of the transaction.

                           (b)  "Director"  means an individual  who is or was a
         director of a corporation  and an individual who, while a director of a
         corporation,  is or was  serving  at  the  corporation's  request  as a
         director,  officer, partner,  trustee,  employee, or agent of any other
         foreign or domestic  corporation or of any partnership,  joint venture,
         trust, other enterprises, or employee benefit plan. A director shall be
         considered to be serving an employee benefit plan at the  corporation's
         request  if his  duties to the  corporation  also  impose  duties on or
         otherwise involved services by him to the plan or to participants in or
         beneficiaries of the plan.

                           (c)      "Expenses" includes attorney fees.

                           (d)  "Liability"   means  the  obligation  to  pay  a
         judgment,  settlement,  penalty, fine (including an excise tax assessed
         with  respect to an  employee  benefit  plan),  or  reasonable  expense
         incurred with respect to a proceeding.

                           (e) "Official  Capacity"  when used with respect to a
         director,  means the office of director in the  corporation,  and, when
         used with  respect to an  individual  other than a director,  means the
         office in the  corporation  held by the  officer or the  employment  or
         agency  relationship  undertaken  by the employee or agent on behalf of
         the corporation.  "Official  capacity" does not include service for any
         other foreign or domestic  corporation  or for any  partnership,  joint
         venture, trust, other enterprises, or employee benefit plan.

                           (f) "Party" includes an individual who was, is, or is
         threatened to be made a named defendant or respondent in a proceeding.

                                       15
(g) "Proceeding"  means any threatened,  pending,  or
         completed  action,  suit,  or  proceeding,   whether  civil,  criminal,
         administrative, or investigative and whether formal or informal.

                  (2) (a) Except as provided in paragraph (d) of this subsection
         (2), a corporation  may  indemnify  against  liability  incurred in any
         proceeding an individual  made a party to the proceeding  because he is
         or was a director if:

                                    (i)     He conducted himself in good faith;

                                    (ii)    He reasonably believed:

                                            (a)    In the case of conduct in his
official   capacity  with  the   corporation,   that  his  conduct  was  in  the
corporation's best interests; or

                                            (b)    in all other cases, that his
conduct was at least not opposed to the corporation's best interest; and

                                    (iii)   In the case of any criminal proceed-
ing, he had no reasonable cause to believe his conduct was unlawful.

                           (b)  A director's conduct with respect to an employee
benefit plan for a purpose he reasonably  believed to be in the interests of the
participants  in or  beneficiaries  of the plan is conduct  that  satisfies  the
requirements of subparagraph  (b) of subparagraph  (ii) of paragraph (a) of this
subsection.

                                    (2)     A director's conduct with respect to
an employee benefit plan for a purpose that he did not reasonably  believe to be
in the interests of the  participants in or  beneficiaries  of the plan shall be
deemed not to satisfy the  requirements of subparagraph  (i) of paragraph (a) of
this  subsection 2. (c) The  termination of any  proceeding by judgment,  order,
settlement,  or conviction, or upon a plea of nolo contenders or its equivalent,
is not of itself  determinative that the individual did not meet the standard of
conduct set forth in paragraph (a) of this subsection (2).

                           (d)  A corporation may not indemnify a director under
this subsection (2) either:

                                       16
(i)    In connection with a proceeding by or
in the right of the corporation in which the director was adjudged liable to the
corporation; or

                                    (ii)    In  connection  with any  proceeding
charging  improper  personal  benefit to the director,  whether or not involving
action in his official  capacity,  in which he was adjudged  liable on the basis
that personal benefit was improperly received by him.

                           (e)   Indemnification permitted under this subsection
(2) in  connection  with a  proceeding  by or in the right of a  corporation  is
limited to reasonable expenses incurred in connection with the proceeding.

                  (3)  Unless  limited  by  the  articles  of  incorporation,  a
corporation  shall be required to indemnify a person who is or was a director of
the corporation and who was wholly  successful,  on the merits or otherwise,  in
defense of any proceeding to which he was a party,  against reasonable  expenses
incurred by him in connection with the proceeding.

                  (4)  Unless  limited  by  the  articles  of  incorporation,  a
director who is or was a party to a proceeding may apply for  indemnification to
the  court   conducting   the  proceeding  or  to  another  court  of  competent
jurisdiction.  on receipt of an application,  the court, after giving any notice
the court  considers  necessary,  may  order  indemnification  in the  following
manner:

                           (a)      If it determines the director is entitled to
mandatory  indemnification under subsection (3) of this section, the court shall
order indemnification,  in which case the court shall also order the corporation
to pay the  director's  reasonable  expenses  incurred  to obtain  court-ordered
indemnification.

                           (b)      If it determines that the director is fairly
and  reasonably  entitled  to  indemnification  in  view  of  all  the  relevant
circumstances,  whether  or not he met the  standard  of  conduct  set f orth in
paragraph  (a) of subsection  (2) of this section or was adjudged  liable in the
circumstances  described in paragraph (d) of subsection (2) of this section, the
court may order such indemnification as the court deems proper;  except that the
indemnification  with respect to any  proceeding in which  liability  shall have
been adjudged in the circumstances  described in paragraph (d) of subsection (2)
of this section is limited to reasonable expenses incurred.

                  (5) (a) A  corporation  may not  indemnify  a  director  under
subsection (2) of this section  unless  authorized in the specif ic case after a
determination has been made that  indemnification of the director is permissible
in the  circumstances  because he has met the ' standard of conduct set forth in
paragraph (a) of said subsection.

                                       17
(b)      The determination required to be made by
paragraph (a) of this subsection (5) shall be made:

                                    (i)  By the board of directors by a majority
vote of a quorum,  which  quorum shall  consist of directors  not parties to the
proceeding; or

                                    (ii)    If a quorum cannot be obtained, by a
majority vote of a committee of the board designed by the board, which committee
shall  consist of two or more  directors not parties to the  proceeding;  except
that  directors  who  are  parties  to the  proceeding  may  participate  in the
designation of directors for the committee.

                           (c) If the quorum cannot be obtained or the committee
cannot be established  under paragraph (b) of this  subsection(5),  or even if a
quorum is obtained  or a committee  designated  if such quorum or  committee  so
directors,  the  determination  required  to be  made by  paragraph  (a) of this
subsection (5) shall be made:

                                    (i)    By independent legal counsel selected
by a vote of the board of directors or the committee in the manner  specified in
subparagraph (I) or (II) or paragraph (b) of this subsection (5) or, if a quorum
of the full board cannot be obtained and a committee  cannot be established,  by
independent legal counsel selected by a majority vote of the full board; or

                                    (ii)    By the shareholders.

                           (d)     Authorization of indemnif ication and evalua-
tion as to  reasonableness  of expenses  shall be made in the same manner as the
determination  that   indemnification  is  permissible;   except  that,  if  the
determination

that  indemnification  is  permissible  is made by  independent  legal  counsel,
authorization  of  indemnif  ication  and  evaluation  as to  reasonableness  of
expenses shall be made by the body that selected said counsel.

                  (6) (a) A corporation  may pay for or reimburse the reasonable
expenses incurred by a director who is a party to a proceeding in advance of the
final disposition of the proceeding if:

                                    (i)   The director furnishes the corporation
a written  affirmation of his good-faith  belief that he has met the standard of
conduct described in subparagraph (I) of paragraph (a) of subsection (2) of this
section;

                                       18
(ii)  The director furnishes the corporation
a  written  undertaking,  executed  personally  or on his  behalf,  to repay the
advance if it is determined that he did not meet such standard of conduct; and

                                    (iii) A determination is made that the facts
then known to those making the determination would not preclude  indemnification
under this subsection (6).

                           (b)     The undertaking required by subparagraph (II)
of paragraph (a) of this subsection (6) shall be an unlimited general obligation
of the director,  but need not be secured and may be accepted without  reference
to financial ability to make repayment.

                  (7) (a) A provision concerning a corporation's indemnification
of  or  advance  for   expenses  to  director   contained  in  its  articles  of
incorporation,  bylaws,  a resolution of its  shareholders or director,  or in a
contract,  except  for  insurance  policies,  shall be valid  only if and to the
extent the provision is consistent with this section and, if indemnif ication is
limited by the articles of incorporation, is consistent with said articles.

                           (b)    This subsection (7) shall not limit a corpora-
tion's power to pay or reimburse  expenses  incurred by a director in connection
with his  appearance as a witness in a proceeding at a time when he has not been
made a named defendant or respondent in the proceeding.

                  (8)      Unless limited by the articles of incorporation;

                           (a)      An officer of the  corporation who is not a
director is entitled to mandatory  indemnification pursuant to subsection (3) of
this section and is entitled to apply for court-ordered indemnification pursuant
to subsection (4) of this section in each case to the same extent as a director.

                           (b)      A corporation may indemnify and advance
expenses pursuant to subsection (6) of this section to an officer,  employee, or
agent of the corporation who is not a director to the same extent as a director;
and

                           (c)      A corporation may indemnify and advance
expenses  to an  officer,  employee,  or agent of the  corporation  who is not a
director to a greater  extent if consistent  with law and if provided for by its
articles of incorporation,  bylaws, resolution of its shareholders or directors,
or in a contract.

                                       19
(9) A  corporation  may  purchase  and  maintain  insurance on
behalf of an individual who is or was a director, officer, employee,  fiduciary,
or agent  of the  corporation  and who,  while a  director,  officer,  employee,
fiduciary, or agent of the corporation,  is or was serving at the request of the
corporation as a director,  officer, partner, trustee,  employee,  fiduciary, or
agent of any other foreign or domestic corporation or of any partnership,  joint
venture,  trust,  other  enterprises,  or  employee  benefit  plan  against  any
liability  asserted  against or incurred by him in any such  capacity or arising
out of his status as such,  whether or not the corporation  would have the power
to indemnify him against such liability under the provisions of this section.

                  (10)  Any  indemnification  of or  advance  of  expenses  to a
director in accordance  with this section,  if arising out of a proceeding by or
on behalf of the  corporation,  shall be reported in writing to the shareholders
with or before the notice of the next shareholder's meeting."

          19.2   Article  IX  of  the  Registrant's  Articles  of  Incorporation
provides for  indemnification  of directors  and officers of the  Registrant  as
follows:

1. Elimination of Certain Liability of Directors.  The personal liability of all
directors of the corporation to the corporation or its shareholders for monetary
damages  for breach of  fiduciary  duty as a  director  shall be  eliminated  or
limited to the fullest extent permitted by the Colorado  Corporation Code, as it
now  exists or may be  hereafter  amended.  Any repeal or  modification  of this
article by the  shareholders of the corporation  shall not adversely  affect any
right of protection of the director of the  corporation  existing at the time of
such repeal or modification.

2.       Indemnification and Insurance.

         A. Right to Indemnification.  Each person who was or is made a party or
is threatened to be made a party to or is otherwise involved in any action, suit
or  proceeding,   whether  civil,  criminal,   administrative  or  investigative
(hereinafter a "proceeding"),  by reason of the fact that he or she, or a person
of whom he or she is the legal  representative,  is or was a Director, of f icer
or  employee  of  the  Company  or is or  was  serving  at  the  request  of the
corporation as a Director,  of f icer,  employee or agent of another corporation
or of a  partnership,  joint  venture,  trust  or other  enterprises,  including
service   with  respect  to  the  employee   benefit   plan   (hereinafter,   an
"indemnitee"),  whether  the basis of such  proceeding  is alleged  action in an
official capacity while serving as a Director,  officer, employee or agent shall
be  indemnified  and held  harmless by the  corporation  to the  fullest  extent
authorized  by  the  Colorado  Corporation  Code,  as  the  same  exists  or may
hereinafter

                                       20
be amended against all expense,  liability and loss (including  attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid
in settlement)  reasonably incurred or suffered by such indemnitee in connection
therewith.  Such  indemnification  shall  continue as to an  indemnitee  who has
ceased to be a  Director,  officer,  employee  or agent  and shall  incur to the
benefit of the  indemnitee's  heirs,  executors  and  administrators;  provided,
however,  that the corporation shall indemnify any such indemnitee in connection
with a proceeding (or part thereof)  initiated by such  indemnitee  only if such
proceeding  (or part  thereof) was  authorized  by the Board of Directors of the
corporation.  The right to indemnification  conferred in this Section shall be a
contract  right and shall  include the right to be paid by the  corporation  the
expenses  incurred  in  defending  any such  proceeding  in advance of its final
disposition.

         B.  Non-Exclusivity of Rights. The rights to indemnification and to the
advancement of expenses  conferred in this Section shall not be exclusive of any
other right which any person may have or hereinafter adcluire under any statute,
provision  of these  Articles  of  Incorporation,  By-Laws,  agreement,  vote of
Stockholders or disinterested Directors or otherwise.

         C. Insurance. The corporation shall maintain insurance, at its expense,
to  protect  itself  and  any  Director,  officer,  employee  and  agent  of the
corporation or another corporation,  partnership,  joint venture, trust or other
enterprises  against any such  expense,  liability  or loss,  whether or not the
corporation  would have the power to indemnify such person against such expense,
liability or loss under the Colorado Corporation Code.

         D.  Indemnification of Agents of the Corporation.  The corporation may,
to the  extent  authorized  from time to time by the Board of  Directors,  grant
rights to indemnif  ication and to the  advancement  of expenses to any agent of
the  corporation  to the fullest  extent of the  provisions of this Section with
respect to the indemnification and advancement of expenses of Directors, officer
and employees of the corporation.

Item #7 - Exemption From Registration Claimed (Inapplicable)

Item #8 - Exhibits

         The following Exhibits are attached to this Registration Statement:

                                       21
DESIGNATION OF EXHIBIT
 IN THIS REGISTRATION                DESCRIPTION
      STATEMENT                      OF EXHIBIT

          1*        1998 Omnibus Stock Option Plan (Qualified and Non-Qualified)
                    - 3Si Holdings, Inc. (as adopted effective June 18, 1998)

          2**       3Si Holdings,  Inc. Stock Option  Agreement  relating to the
                    Stock Option Plan

          3         Opinion of Counsel

          4         Consent of Independent Auditors

                       ----------------------------------
 * Exhibit 1  constitutes  Exhibit A to the  Prospectus

** Exhibit 2 constitutes Exhibit B to the Prospectus

Item #9 - Undertakings
          ------------

    A.   To Transmit Certain Material.

         (1) The undersigned  issuer hereby undertakes to deliver or cause to be
delivered with the prospectus to each director,  officer or employee to whom the
prospectus  is  sent  or  given,  a  copy  of  the  issuer's  Annual  Report  to
stockholders for its last fiscal year, unless such person otherwise has received
a copy of such report,  in which case the issuer  shall state in the  prospectus
that it will promptly furnish,  without charge, a copy of such report on written
request of the  director,  officer or  employee.  If the last fiscal year of the
issuer has ended within 120 days prior to the use of the prospectus,  the annual
report of the issuer for the  preceding  fiscal  year may be so  delivered,  but
within  such 120 day period the annual  report for the last  fiscal year will be
furnished to each such employee.

         (2) The undersigned issuer hereby undertakes to transmit or cause to be
transmitted to all  participants in the Plan, who do not otherwise  receive such
material  as  stockholders  of the  issuer,  at the time and in the manner  such
material is sent to its  stockholders,  copies of all reports,  proxy statements
and other communications distributed to its stockholders generally.

                                       22
(3) Where interests in a plan are registered herewith,  the undersigned
issuer  and Plan  hereby  undertake  to  transmit  or  cause  to be  transmitted
promptly,  without  charge,  to any  participant in the Plan who makes a written
request,  a copy of the then latest annual report of the plan filed  pursuant to
Section  15(d) of the  Securities  Exchange  Act of 1934  (Form  10- K). If such
report ,is filed  separately  on Form 10-K,  such form shall be  delivered  upon
written request. If such report is filed as a part of the issuer's annual report
on Form 10-K,  that entire report  (excluding  exhibits) shall be delivered upon
written request. if such report is filed as a part of the issuer's annual report
to shareholders  delivered  pursuant to paragraph (1) or (2) of this undertaking
additional delivery shall not be required.

    B.   Undertaking to Update Annually.

    The  undersigned  issuer  hereby  undertakes:  (1) to f ile  any  prospectus
required by Section 10(a) (3) as a post-effective amendment to this registration
statement;  (2) that for the purpose of determining  any liability under the Act
each such  post-ef f ective  amendment  and each  filing of the issuer' s annual
report  pursuant to Section 13 or 15(d) of the  Securities  Exchange Act of 1934
(or,  where  applicable,  each filing of the plan's  annual  report  pursuant to
Section  15(d) of the  Securities  Exchange Act of 1934) 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) that all such new registration statements will comply
with the applicable forms,  rules and regulations of the Commission in effect at
the time such post-effective  amendments or annual reports are filed; and (4) 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 Plan.

                                   SIGNATURES
                                   ----------

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets  all of the  grounds  for  filing on Form S-8,  and has duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized  in the City of  ___________________  and State of  Colorado on
December ______, 1999.

                                        3Si HOLDINGS, INC.

                                        ---------------------------------
                                        Frank Backes, President

                                       23
Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  on Form S-8 has  been  signed  below  by the  following
persons in the capacities and on the date indicated:

                                        ---------------------------------
                                        Frank Backes, President

                                        ---------------------------------
                                        Fred Slack, Vice President

                                        ---------------------------------
                                        Larry Valdez, Secretary/Treasurer

         The Plan.  Pursuant to the  requirements of the Securities Act of 1933,
the trustees (or other persons who  administer  the employee  benefit plan) have
duly  caused  this  registration  statement  to be signed  on its  behalf by the
undersigned,  thereinto duly  authorized in the City of  _______________________
and State of Colorado on December ______, 1999.

                                        3Si HOLDINGS, INC.
                                        1998 Stock Option Plan

                                        By:__________________________________
                                           Chairman of the Board of Directors

                                       24
CONSENT OF DANIEL P. EDWARDS, P.C.

         The consent of Daniel P. Edwards, P.C. is included as Exhibit 3 to the
Registration Statement.

                                       25
CONSENT OF INDEPENDENT CERTIFIED
                               PUBLIC ACCOUNTANTS

     As independent  certified public accountants,  we hereby consent to the use
of our reports and to all  references  to our Firm included in or made a part of
this Registration Statement.

                                        /s/Balogh & Tjornehoj, LLP
                                        --------------------------
                                        Independent Auditors
Denver, Colorado

January 11, 2000

                                       26
EXHIBIT INDEX

          Exhibit 1         -       1998 Omnibus (Qualified and Non-Qualified)
                                    Stock Option Plan
                                    3Si Holdings, Inc.

          Exhibit 2         -       3Si Holdings, Inc. Stock Option Agreement
                                    relating to 1998 Omnibus Stock Option Plan

          Exhibit 3         -       Opinion of Counsel

          Exhibit 4         -       Consent of Independent Auditors

     NOTE: Exhibit 1 constitutes Exhibit A to the Prospectus
           Exhibit 2 constitutes Exhibit B to the Prospectus

                                       27
The Board of Directors
3Si Holdings, Inc.

     We consent to incorporation  by reference in the registration  statement on
Form S-8 of 3Si Holdings,  Inc. related to the 1998 Omnibus Stock Option Plan of
our reports  dated  September  28, 1999,  relating to the balance  sheets of 3Si
Holdings,  Inc. as of June 30,  1998 and 1999,  and the  related  statements  of
operations,  changes  in  stockholders'  (deficit)  equity,  and cash  flows and
related  financial  statement  schedules  for each of the years in the  two-year
period ended June 30,  1999,  which  reports  appear in the June 30, 1999 annual
report on Form 10-K of 3Si Holdings, Inc.

                                        /s/Balogh & Tjornehoj, LLP
                                        --------------------------
                                        Independent Auditors
Denver, Colorado

January 11, 2000

                                       28