SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K
 _X_ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT
                            OF 1934 [NO FEE REQUIRED]
                        For the year ended June 30, 1999

                                       OR
 __ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                          ACT OF 1934 [NO FEE REQUIRED]
           For the transition period from ____________ to ____________


                         Commission file number 0-09358
                               3Si HOLDINGS, INC.

             (Exact name of Registrant as specified in its charter)
                               Wyoming 83-0245581
                (State or other jurisdiction of (I.R.S. Employer
               incorporation or organization) Identification No.)
                              6886 S. Yosemite St.
                            Englewood, Colorado 80112
              (Address of principal executive offices and zip code)

                                 (303) 749-0210
              (Registrant's Telephone Number, including Area Code)

           Securities registered pursuant to Section 12(b) of the Act:
                                      None

           Securities registered pursuant to Section 12(g) of the Act:
                          Common Stock, $.01 par value
                                (Title of class)

         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.     Yes |X|  No |_|

|X| Indicate by check mark if disclosure of delinquent  filers  pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.

         The aggregate market value of the voting stock of the Registrant, as of
September  15,  1999,  computed by  reference  to the closing  sale price of the
voting stock held by non-affiliates on such date, was approximately $0.125.

         As of September 15, 1999, there were outstanding  34,033,530  shares of
Common Stock.
                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None


                                 Total Pages 22
                           Exhibit Index on Page 20
<PAGE>
                                Table of Contents

PART I.......................................................................3
 .  ITEM 1.     BUSINESS......................................................3
      GENERAL................................................................3
      INDUSTRY BACKGROUND....................................................3
         Internet Support Market.............................................3
            1. Traditional Support Market (Certified Support)................4
               A. Gartner Group Defines the Support Market...................4
               B. Forrester Research Inc. Maps Customer Service Market.......6
            2. Person-To-Person Internet Support Market......................6
      STRATEGY...............................................................6
      PRODUCTS AND SERVICES..................................................7
         KEWi.net -Internet Support Service..................................7
      SALES AND MARKETING....................................................7
      STRATEGIC ALLIANCE.....................................................7
      COMPETITION............................................................7
      EMPLOYEES..............................................................8
   ITEM 2.     PROPERTIES....................................................8
   ITEM 3.     LEGAL PROCEEDINGS.............................................8
   ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...........8

PART II......................................................................9

   ITEM 5.     MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
                    SHAREHOLDER MATTERS......................................9
   ITEM 6.     SELECTED FINANCIAL DATA.......................................9
   ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL............11
               CONDITION AND RESULTS OF OPERATIONS..........................11
               YEAR 2000....................................................15
               RISK FACTORS.................................................15
   ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK....16
   ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA..................16
   ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                    ACCOUNTING AND FINANCIAL DISCLOSURE.....................16

PART III....................................................................16

   ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT............16
              BUSINESS EXPERIENCE OF DIRECTORS..............................17
   ITEM 11.   EXECUTIVE COMPENSATION........................................18
   ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS...............19
              AND MANAGEMENT................................................19
   ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................19

PART IV.....................................................................19

   ITEM 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND
                    REPORTS ON FORM 8-K.....................................20


                                     Page 2
<PAGE>
PART I

         The information set forth below includes  "forward-looking  statements"
within the meaning of the Private Securities  Litigation Reform Act of 1995, and
is subject to the safe harbor created by that section.  You are cautioned not to
place undue reliance on these  forward-looking  statements and to note that they
speak only as of the date hereof.  Factors  that could cause  actual  results to
differ materially from those set forth in the forward-looking statements are set
forth below and include, but are not limited to, the following:

o        Need for additional financing;
o        Market acceptance of our subscription-based service;
o        Technological changes resulting in product obsolescence; and
o        The risk  factors set forth in Item 7 -  "Management's  Discussion  and
         Analysis  of  Financial  Condition  and  Results of  Operations  - Risk
         Factors".

ITEM 1.  BUSINESS
         --------

GENERAL
-------

     We  deliver  Internet-based  solutions  to  help  businesses  excel  in the
delivery  of  customer   support  through   technologies   that  allow  ease  of
distribution.

     3Si Holdings,  Inc. ("TSIH" or "The Company")  changed its business plan in
June 1999. We sold our computer reselling and consulting  business to Technology
Integration  Group, and our remaining  business structure was separated into two
entities: 3Si, Inc. and KEWi.net, Inc. We own a 69% interest in KEWi.net,  Inc.,
a Colorado  corporation,  formed for the  purpose of  developing  Internet-based
customer support products. 3Si, Inc., a Colorado corporation,  is a wholly-owned
subsidiary of 3Si Holdings,  Inc. and was formed to sell, market,  integrate and
distribute KEWi.net products.

     Prior to June 1999, 3Si (Solution, System and Service Integration) provided
comprehensive  computer  hardware  and software  solutions  for over 19 years to
clients  throughout the continent.  Founded in 1979 as Kimbrough Computer Sales,
Inc.,  3Si  offered a wide  array of  systems  integration  services,  including
Internet  security  and   Internet-based   customer   support,   business  needs
assessments,  hardware sales, maintenance and support, and technical consulting,
training and education.

     In June  1998,  3Si  announced  the  first  of a family  of  Internet-based
products designed to further integrate a client's information technology systems
via the Internet.  The first product,  an  Internet-based  customer  support and
knowledge management solution, is being sold under the name KEWi, an acronym for
Knowledge and Experience  bringing you Wisdom over the Internet.  In April 1999,
KEWi.net was spun off from 3Si Holdings Inc. to create a company  focused on the
development of Internet-based customer support products.

     3Si Holdings,  Inc. is a Wyoming  corporation formed in 1979. Our principal
executive  offices  are located at 6886 S.  Yosemite  St.,  Englewood,  Colorado
80112. Our telephone number is (303) 749-0210.

INDUSTRY BACKGROUND
-------------------

Internet Support Market

     It could be said that the Internet is about  reaching out to each other and
sharing  information.  The  Newsgroup  communities  on the  Internet are a great
example of people reaching out to each other for support. People on the Internet
have  gravitated  toward  Newsgroups  to get  answers to  questions  not readily
available. For this reason 3Si sees the Internet support market divided into two
worlds:  1) the "certified  support"  environment such as Microsoft,  IBM, other
manufacturers;  and 2) the "unregulated support" environment like Newsgroups and
Chat.

                                     Page 3
<PAGE>
         1.       Traditional Support Market (Certified Support)
                  ----------------------------------------------

         While some companies see providing Internet-based customer support as a
cost  savings  measure,  the  majority  view  this  as a  way  to  create  added
convenience  for customers.  Internet users see the Internet as a way of getting
unbiased support for anything.

         With over 80 million people accessing the Internet today, and estimates
of an additional one million new Internet users per month, the Internet provides
an ideal  vehicle for  manufacturers  and  service  providers  to support  their
products and services. As the desktop system is the predominant interface to the
Internet today,  companies within the computer  equipment and computer  products
markets are the first to adopt Internet-based support solutions.

         The  customer  support  market  can be  categorized  into two  distinct
segments,  the Organizational  Infrastructure Support Market and the Proprietary
Product Support Market.

         Organizational   Infrastructure   Support   Market.   This   market  is
         characterized  as  a  traditional   Information   Technology  function,
         supporting company employees' technology needs. Internal support issues
         range from supporting desktop and shared hardware, third party software
         applications,  corporate  information  systems,  corporate networks and
         central  data  center  functions.  As  information  continues  to  grow
         companies  can not  afford to  continue  to add  support  staff to meet
         customer demands.  Information needs to be provided directly to the end
         users, who can get help without support  personnel  intervention.  With
         KEWi the shackles of tradition can be shed and support can be opened up
         to include business  specific  knowledge,  human resource  information,
         capture of business processes, and non-technical  knowledge.  With KEWi
         the  support  system  truly  becomes a  competitive  advantage  for any
         organization.  KEWi will allow the end user to become  self-supporting,
         lowering a company's support costs.

         Proprietary  Product  Support Market.  The proprietary  product support
         market is  characterized  as an  end-user  customer  support  function.
         External      support     markets     include     product      support,
         installation/configuration   support,  account  information,  and  call
         center  management.  In this market one of the most difficult  types of
         products to provide support for is a product that has reached its sales
         end-of-life.  An end-of-life product is no longer providing significant
         revenue to the company, but customers expect continued support.

                  A.       Gartner Group Defines the Support Market

         The Gartner Group  estimates  that revenues from software  applications
including sales management,  telesales, and customer service solutions will grow
from $900 million in 1997 to $4 billion in 2002 (an annual  growth rate of 35%).
Proprietary  software  products  provide a clear value-add to computer  hardware
manufacturers.  This has led to a current trend of major tier one  manufacturers
aggressively  seeking  value-added  partners with industry specific products and
services.

                                     Page 4
<PAGE>
         The Gartner  Group  provides the  following  segmentation  model of the
customer  support market,  further  dividing the market into enterprise wide and
workgroup segments based on corporate architectures and usage models.

                          Customer Support Software Market

                   ------------------------------ -----------------------------
                          Internal Market               External Market
                   ------------------------------ -----------------------------
                   ------------------------------ -----------------------------
   Enterprise           $229 million (1997)           $513 million (1997)
   Wide                         to                             to
                        $800 million (2000)           $1.7 billion (2000)
                   ------------------------------ -----------------------------
                   ------------------------------ -----------------------------
                         Average Sale Size             Average Sale Size
                       $100-200K for product         $200-300K for product
                   ------------------------------ -----------------------------
                   ------------------------------ -----------------------------
   Workgroup            $212 million (1997)           $222 million (1997)
                                to                             to
                        $450 million (2000)           $500 million (2000)
                   ------------------------------ -----------------------------
                   ------------------------------ -----------------------------
                        Average Sale Price             Average Sale Price
                        $20-30K for product           $20-30K for product
                   ------------------------------ -----------------------------


         Looking  specifically  at  the  help-desk  market,  International  Data
Corporation  ("IDC") has estimated  that this market will grow to  approximately
$2.5 billion in the year 2000 and $3.5 billion by the year 2002.


                    -----------------------------------------
                        The Traditional Help-Desk Market
                    -----------------------------------------
                    -------------------- --------------------
                               1997 $1.431 billion
                    -------------------- --------------------
                    -------------------- --------------------
                               1998 $1.743 billion
                    -------------------- --------------------
                    -------------------- --------------------
                               1999 $2.096 billion
                    -------------------- --------------------
                    -------------------- --------------------
                               2000 $2.475 billion
                    -------------------- --------------------
                    -------------------- --------------------
                               2001 $2.923 billion
                    -------------------- --------------------
                    -------------------- --------------------
                               2002 $3.510 billion
                    -------------------- --------------------


                                     Page 5
<PAGE>
                  B.       Forrester Research Inc. Maps Customer Service Market

     Forrester  Research  Inc.  maps the customer  service  market by evaluating
service methodologies based on cost of support and the level of service.  Unlike
the Gartner model shown  earlier,  the model below focuses on emerging  Internet
services.

                   ------------------ -------------------- ---------------------
      Premium
      Service                                                       Face-to-face
                       Ineffective
                         Service

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

                                               Teleweb         Call center


                   ------------------ --------------------
                     Knowledge base                              Human Service

                                                               -----------------
                    Auto-response Web        Auto-routed
                          forms                e-mail             Inefficient
                                                                    Service
                                      WEB and Human Service
                   ------------------
                          FAQs

                        Internet
                         Service
                   ------------------ -------------------- ---------------------
      Basic
      Service
                   Self Service  ..........................   100% Human
                   Low cost ...............................   High cost

     Based on Forrester  Research  Inc., by the year 2000,  Internet-based  call
center  solutions  will reduce  labor  costs by 43% as compared to an  estimated
labor cost increase of 3% without Internet-based solutions.

         2.       Person-To-Person Internet Support Market
                  ----------------------------------------

     Person-to-person  "chat" and the  unregulated  newsgroups  available on the
Internet  define this  market.  For almost any topic  imaginable  anyone can ask
questions and get information from others registered in the newsgroup. Microsoft
has gone as far as to certify and compensate some independent  support engineers
to monitor and provide quality support to certain newsgroup forums.

     Marred by long wait times on phone  support lines and  unreliable  answers,
more and more people are  gravitating  to a more  convenient and diverse form of
help - newsgroups.  Newsgroups  are one of the most useful and  information-rich
parts of the Internet.  Unlike typical  helpdesk  environments  where a user has
interaction with a single phone support person, a newsgroup allows  interactions
with multiple  professionals,  each skilled in a specific background and area of
expertise.  Newsgroups are designed to offer information.  A Newsgroup is like a
room full of people helping to solve a problem;  the number of people  attending
increases the odds of finding a solution for the user.

     Newsgroups  are not  regulated  and often  require the user to sift through
volumes of data.  They are basically  forums for people to voice their  opinion,
whether on your  question or  completely  unrelated.  This results in unreliable
answers and sometimes even offensive comments.

STRATEGY
--------

     Our strategy is to combine the best of the  Newsgroup  architecture  with a
more  disciplined  approach as provided by KEWi and includes the  following  key
points:

o        Leverage technical expertise in software support over the Internet.  We
         have  designed  our  products to provide  immediate  access  support to
         Internet-based   customers   and  to  provide  a  self-help   knowledge
         management solution.

                                     Page 6
<PAGE>
o        Expand product  offering to a broader customer base. By partnering with
         companies to market our products to  government  agencies and companies
         with large distribution channels, we intend to increase our penetration
         into the Internet-based support market.

o        Connect the  unregulated  and certified  support  worlds.  We intend to
         expand our support  system by utilizing  the  advantages of each of the
         unregulated  and certified  support worlds and connecting them into one
         integrated support system.

o        Utilize network of two-way wireless  messaging.  We intend to integrate
         business applications with a two-way paging system.

PRODUCTS AND SERVICES
---------------------

KEWi.net - Internet Support Service

         The first of a family of  Internet-based  products to be  developed  by
KEWi.net,  KEWi is an Internet-based customer support system providing knowledge
management, trouble ticket management, and call avoidance capabilities.  Initial
KEWi  development  is completed and the product is being  delivered to customers
today. KEWi provides  immediate access to current company  information,  product
knowledge and general  knowledge  with the ability to  communicate  with support
personnel via the Internet. This product allows organizations to provide optimum
support services over the Internet to external customers (distributors, dealers,
end-users,  etc.) or internal users and employees while  significantly  reducing
overall support costs.

SALES AND MARKETING
-------------------

         We will deploy four  primary  sales and  marketing  strategies:  volume
Internet advertising, indirect sales, radio-based name branding, and association
with advertising plans of primary sponsors.  In addition to the initial national
marketing  campaign,  we  expect  to  build up the user  base  through  the free
membership for all primary sponsor customers.

STRATEGIC ALLIANCE
------------------

         Space Mark,  Inc. In August 1999, we partnered  with Space Mark Inc., a
Colorado Springs-based management group, by signing a Master Reseller Agreement.
The agreement gives Space Mark Inc. exclusive rights to market KEWi.net products
to all local,  state and  federal  government  agencies  in the  United  States,
including  the  State  of  Alaska,  as well  as all  government  and  commercial
customers in Australia, New Zealand.

COMPETITION
-----------

         There are a number of  competitors  in the current  Customer  Relations
Management marketplace.  For the most part, these companies have done a terrific
job of raising money and creating a presence in the financial markets.  However,
the products are primarily  focused in delivering  information  in a traditional
client server model. Many web-based support products have pre-loaded information
trying to  anticipate  the way a  question  is asked,  then  they  reformat  the
question and ask the customer to agree with the way that reformatted question is
asked. If the customer agrees with the reformatted  question,  then they connect
the customer  with the requested  information.  This works well when the user of
the support  system can ask the  question in the right way, but breaks down when
unanticipated  questions  are  presented to the support  system.  These types of
systems require significant  up-front  development of the knowledge trees needed
to  respond  to the  anticipated  questions.  If the end user does not format an
"anticipated  question"  in the right  manner a  reasonable  response may not be
supplied.

         Most of the Internet-based support products require the purchase of new
servers, related software and integration services in order to deploy the system
over the Internet.  We believe that the support  organization should focus their
support on their customers,  not the support system. The information  technology
organizations,  in small to medium-sized businesses,  are already overwhelmed by
the  proliferation  of  services  and  personnel  required  to support  internal
infrastructure. They are not looking for more hardware and software to support.

                                     Page 7
<PAGE>
         With the proliferation of Internet based customer support systems,  the
competition  may  at  first  glance  look  intimidating.  We  believe  there  is
significant  differentiation of our product offering from other support systems.
There are three primary classifications of Internet-based support environments:

     1.       Newsgroups - DejaNews, MSNews, Manufacturer sponsored news
     2.       Pay for support - AnswerExpress, SmartComputing, Microsoft Support
     3.       Free On-line support - Microsoft Support, AskJeeves, About.com

EMPLOYEES
---------

         As of September 15, 1999, we had three  employees,  each in the area of
sales and marketing and software development.

ITEM 2.  PROPERTIES
         ----------

         We currently  rent 900 square feet of space for our data center at 6886
S. Yosemite  St.,  Englewood,  Colorado.  We are also leasing 300 square feet of
sales office space in Colorado Springs, Colorado. We believe that our facilities
are adequate for the present  level of business  during the  remainder of fiscal
year 2000.

ITEM 3.  LEGAL PROCEEDINGS
         -----------------

         During the quarter  ended March 31, 1999,  we assigned  our  government
sales contracts for $500,000 to Storage Area Networks,  Inc. ("SAN").  The value
paid of $500,000 was primarily  for the Company's GSA contract.  Under the terms
of the agreement,  payment of liabilities owed to SAN not made within seven days
of receiving  payment from the United  States  Government  would be subject to a
weekly interest  payment.  On May 20, 1999, SAN filed suit against 3Si Holdings,
Inc.  requesting  full  payment of the  principal  amount owed to SAN. It is our
position that the  principal is not due, and interest  payments made against the
principal  satisfy the  agreement  between 3Si and SAN.  The Company  intends to
vigorously defend against this action.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
         ---------------------------------------------------

         Our annual  meeting of  shareholders  was held on April 30,  1999.  The
shareholders  were  requested to vote on the following  matters in person or via
timely filed proxy statements and ballots, and the results were as follows:
<TABLE>
<CAPTION>
                                  Purpose                                   For          Against     Abstain
                                  -------                                   ---          -------     -------

<S>                                                                       <C>             <C>         <C>
       1.   Ratification   and  approval  of  separation  of  3Si         29,409,001      74,464      29,020
            Holdings,  Inc.'s software  division as a new subsidiary,
            KEWi.net, Inc.; and the private offering of KEWi.net shares.
       2.   Ratify and approve  the sale of all of 3Si  Holdings,         29,414,064      73,464      75,957
            Inc.'s assets (except accounts receivable).
       3.   Election of Directors:
                Frank W. Backes                                           29,525,536      37,949
                Doris K. Backus                                           29,522,903      40,582
                Tom N. Richardson                                         29,522,903      40,582
                Frederick J. Slack                                        29,505,536      57,949
                Felipe L. Valdez                                          29,451,444     112,041

       4.   Ratification  and approval of appointment of Balogh &         29,427,433      69,607      66,445
            Tjornehoj, LLP as the Company's auditors.
</TABLE>


                                     Page 8
<PAGE>
PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER MATTERS
        ------------------------------------------------------------------------

         Our Common Stock is traded on the over-the-counter  electronic bulletin
board  under the symbol  "TSIH".  The table  below  shows the high and low sales
prices for the Company's  Common Stock for each calendar quarter for the periods
indicated.  Such quotations  represent prices between dealers and do not include
retail markup, mark-down or commissions,  and may not represent the sales prices
in actual transactions.
--------------------------------------------------------------------------------
                                                          High           Low
                                                          ----           ---
Fiscal 1998
        September 30, 1997.....................    $      0.32    $     0.12
        December 31, 1997......................           0.25          0.08
        March 31, 1998.........................           0.25          0.17
        June 30, 1998..........................           0.42          0.31
Fiscal 1999
        September 30, 1998.....................    $      0.40    $     0.06
        December 31, 1998......................           0.34          0.14
        March 31, 1999.........................           0.34          0.15
        June 30, 1999..........................           0.25          0.12
--------------------------------------------------------------------------------

         We have not paid cash  dividends on our Common Stock in the past and do
not expect to do so in the foreseeable  future.  The payment of dividends in the
future will be at the discretion of the Board of Directors and will be dependent
upon our financial  condition,  results of operations,  capital requirements and
such other factors as the Board of Directors deems relevant.

         On September 15, 1999,  the closing sales price of our Common Stock was
$0.125, and we had approximately 2000 shareholders of record.


ITEM 6.  SELECTED FINANCIAL DATA
         -----------------------

         The following selected  consolidated  financial data as of and for each
of the periods  from  January 1, 1999 to June 30,  1999,  are  derived  from our
consolidated  financial  statements.  The  information set forth below should be
read in conjunction with the "Management's  Discussion and Analysis of Financial
Condition and Results of  Operations"  included  elsewhere in this Form 10-K and
the  Consolidated   Financial   Statements  and  Notes  thereto.   The  selected
consolidated financial data presented below as of June 30, 1999 and 1998 and for
each of the periods in the 30 months ended June 30, 1999, have been derived from
our audited financial  statements also included  elsewhere herein.  The selected
historical  consolidated financial data presented below as of December 31, 1996,
and 1995 and for the years ended  December  31, 1996 and 1995 are derived  from,
and are qualified by reference to, audited  financial  statements of the Company
not included herein.

                                     Page 9
<PAGE>
<TABLE>
<CAPTION>
                                  Year Ended        Year Ended        Six Months       Year Ended        Year Ended
                                   June 30,          June 30,         Ended June      December 31,     December 31,
                                     1999              1998           30, 1997            1996             1995
-------------------------------------------------------------------------------------------------------------------
<S>                           <C>               <C>               <C>               <C>              <C>
Net sales                     $   16,478,328    $   29,384,507    $    9,976,536    $   19,007,245   $   21,774,221
                              =====================================================================================

Earnings (loss) from
operations                    $   (2,911,454)   $      210,614    $     (190,063)   $        3,590   $    (109,477)
                              ====================================================================================

Net earnings (loss) from
continuing operations         $   (3,429,603)   $      169,140    $     (275,198)   $     (195,315)  $    (177,977)
Discontinued operations                    -                 -           200,793                 -                -
                              -------------------------------------------------------------------------------------

Net earnings (loss)           $   (3,429,603)   $      169,140    $      (74,405)   $     (195,315)  $    (177,977)
                              ====================================================================================

Earnings (loss) per common share:
   From continuing operations $         (.09)   $            -    $         (.04)   $         (651)  $        (593)
   From discontinued operations            -                 -               .03                 -                -
                               ------------------------------------------------------------------------------------
   Net earnings (loss)        $         (.09)   $            -    $         (.01)   $         (651)  $        (593)
                              ====================================================================================

Dividends per share           $            -    $            -    $          133    $          319   $          715
                              =====================================================================================

At end of period:
Total assets                  $    1,934,416    $    8,176,572    $    7,263,823    $    5,349,586   $    5,221,723
Long-term obligations                      -           142,948            64,502            76,060           99,496
Working capital (deficit)         (1,908,685)         (197,218)        1,767,402          (168,223)         166,922
Stockholders' equity              (2,270,974)        1,090,403         2,708,572           142,966          433,893
</TABLE>
Operations Included

         On May 28, 1997,  Tyrex (now 3Si Holdings,  Inc.)  acquired 100% of the
common stock of 3Si in a reverse  triangular merger accounted for as a purchase.
Under the terms of the merger, 3Si is a wholly owned subsidiary of 3Si Holdings,
Inc.. The merger is accounted for financial  statement purposes as a purchase of
Tyrex by 3Si, since the merger resulted in 72% of the  subsequently  outstanding
common  stock of Tyrex  being  issued  to the 3Si  stockholders.  The  financial
information  for the  period  ended  June 30,  1997,  contains  the  results  of
operations  of 3Si for the six months  ended June 30,  1997,  and the results of
operations  for Tyrex from the date of  acquisition  (May 28, 1997) through June
30,  1997.  The  financial  information  for the years prior to January 1, 1997,
include the results of operations for 3Si only.

Going Concern

         The selected financial data has been prepared assuming that the Company
will continue as a going concern.  At June 30, 1999, current  liabilities exceed
current assets by $1,908,685. We have sold our computer reselling and consulting
business  as of  May 1,  1999.  Our  remaining  business  is our  Internet-based
customer support system, KEWi.net. Through June 30, 1999, there has been nominal
license fee revenue  generated from  KEWi.net.  The entity to whom 3Si Holdings,
Inc.  assigned our government  sales  contracts  (SAN) is owed in excess of $2.3
million by 3Si  Holdings,  Inc..  On May 20,  1999,  SAN filed suit  against 3Si
Holdings,  Inc. to collect full payment of the amount owed.  These factors raise
substantial  doubt about the Company's  ability to continue as a going  concern.
The selected  financial  data does not include any  adjustments  relating to the
recoverability  and  classification  of  recorded  assets,  or the  amounts  and
classification  of liabilities  that might be necessary in the event the Company
cannot continue in existence.

                                    Page 10
<PAGE>
Earnings Per Share

         Net (loss)  earnings per share for to the year ended June 30, 1999, was
computed on the basis of the weighted  average  number of common shares only, as
shares subject to warrants and stock options would have an anti-dilutive effect.
For the year  ended  June 30,  1998,  the  weighted  average  number  of  shares
outstanding is 36,571,766 (basic) and 36,734,121 (diluted). For the period ended
June 30, 1997,  the weighted  average number of shares is based on 300 shares of
3Si being  outstanding  for five months  (pre-merger)  and 39,248,424  shares of
Tyrex being outstanding for one month. For the years ended December 31, 1996 and
1995, the weighted average number of shares outstanding is 300.

ITEM 7.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  -------------------------------------------------
                  CONDITION AND RESULTS OF OPERATIONS
                  -----------------------------------

Financial Condition

         As of June 30,  1999,  the  Company  had a working  capital  deficit of
approximately $1.9 million,  and had negative working capital from operations of
$2.6 million for the year then ended.

         3Si Holdings,  Inc.'s two largest creditors are owed approximately $2.3
million and $700,000 respectively.  The creditor who is owed the largest balance
has filed suit to collect the amount owed.

         We have sold our computer selling and consulting  business as of May 1,
1999. Our remaining business,  KEWi.net  (Internet-based  customer support), has
generated  nominal  revenue  through  June 30,  1999.  The  Kewi.net  subsidiary
received a net capital  infusion  of  $535,000  during  FY1999.  The  continuing
operation of KEWi.net will require significant amounts of working capital.

         The  Company  intends  to use  proceeds  from  the  earn-out  agreement
associated  with the May 1,  1999  sale to pay its  major  creditors.  Under the
earn-out  agreement,  the Company may receive up to an additional  $2.2 million.
The agreement provides for additional payments to 3Si Holdings, Inc. of $325,000
when key contracts  are renewed.  The  agreement  also  provides for  additional
payments to 3Si Holdings, Inc. of a percentage of the profits for the next three
years  from the sold  business.  There is no  assurance  as to the amount of the
contingent  payments,  and to whether there will be sufficient  funds to pay the
creditors in full.

         3Si Holdings,  Inc. is seeking to attract sponsors or investors to fund
its continuing KEWi.net operations.  There is no assurance that the Company will
be able to raise these additional funds.

         The Company currently has no line of credit facility in place.


Results of Operations
---------------------

Status of Proprietary Software Development

         During  the  FY1998,   3Si  Holdings,   Inc.   completed  research  and
development  on  our  first  two  proprietary  software  products  -  a  contact
management  database  program  and an  Internet-based  customer  support  system
(KEWi.net).  Both  programs  operate via the  Internet.  The  Company  completed
technological feasibility of the contact management database program in November
1997,  and the KEWi.net  system in January  1998.  3Si Holdings,  Inc.  incurred
approximately  $70,000 of research expense, and $239,000 of software development
costs in FY1998.

         KEWi.net was introduced  into the marketplace in June 1998. The contact
management  database  program was deemed not to be  commercially  viable at that
time.

                                    Page 11
<PAGE>
         3Si Holdings, Inc. completed  technological  feasibility on its two-way
paging  (wireless  messaging)  software  in April  1999,  and is  working on its
development  through June 30, 1999.  The Company is in the research stage for an
upgrade of its KEWi.net  software.  3Si Holdings,  Inc.  incurred  approximately
$13,000 of research expense and $11,000 of software development costs in FY1999.


Year Ended June 30, 1999 Compared to Year Ended June 30, 1998

OVERVIEW

         During FY1999,  3Si Holdings,  Inc. exited out of the computer  selling
and  consulting  business.  We sold our field  services  division  just prior to
FY1999. We assigned our government sales contract effective January 1, 1999, and
sold the balance of our computer  selling and  consulting  business as of May 1,
1999. Our remaining business is the KEWi.net system.

         The current  year loss is due to the decline in sales (as we exited out
of the  computer  selling  and  consulting  business)  combined  with  declining
margins. The Company incurred a net loss of $3,429,603 in FY1999 compared to net
earnings of $169,140 in FY1998.

Comparative Analysis

         Net sales  decreased  approximately  $12.9  million,  or 44.0% from the
previous year. This change is primarily the result of 3Si Holdings, Inc. exiting
out of the computer selling and consulting business.  We sold our field services
division  just  prior to FY1999.  We  assigned  our  government  sales  contract
effective  January 1, 1999,  and sold the  balance of our  computer  selling and
consulting  business as of May 1, 1999.  Product sales  decreased  approximately
$10.1 million. Revenue from consulting and services decreased approximately $2.1
million.  Revenues from the United States Postal Service  ("USPS")  sub-contract
(which  was part of the May 1,  1999  sale)  decreased  approximately  $700,000.
Software  sales for 3Si  Holdings,  Inc.'s  remaining  business  (KEWi.net)  are
approximately $8,000 in FY1999.

         Cost of goods sold in total decreased approximately $8.8 million or 43%
from the prior year. 3Si Holdings,  Inc.'s gross profit percent on product sales
dropped  dramatically  in FY1999.  The gross profit on product  sales dropped to
4.9% in FY 1999. This decrease is attributed to declining  margins on commercial
sales due  primarily to stiff  competition  and  extremely  low margins on sales
under its  government  contract.  The direct  costs of  consulting  and Internet
security assessments  approximately equaled the revenues due in part to customer
dissatisfaction with these services.

         Selling and administrative  expenses decreased approximately $1 million
or 11%  from  the  previous  year.  This  decrease  is due to  $1.6  million  in
reductions  in  compensation  costs  as 3Si  Holdings,  Inc.  exited  out of the
computer selling and consulting business. Other selling and administrative costs
increased  as the Company was unable to start  reducing  these costs until after
the May 1, 1999, sale. Bad debts,  depreciation,  amortization,  and lease costs
associated with an unsuccessful conversion of the internal accounting system all
increased from the prior year.

         Interest  expense  increased  as a  result  of  increased  use  of  the
Company's revolving line of credit to finance our working capital needs.

         At June 30, 1999, the Company had three employees,  all associated with
KEWi.net.

                                    Page 12
<PAGE>
Results of Operations
---------------------

Year Ended June 30, 1998 Compared to Year Ended June 30, 1997

Overview

         FY1998  was the first full year of  operations  of 3Si  Holdings,  Inc.
(formerly Tyrex Oil Company)  subsequent to the May 28, 1997 merger of Tyrex and
3Si, Inc. The Company realized net earnings of $169,140 for FY1998, versus a net
loss  of  $297,816  for  FY1997.  The  Company's  net  earnings  for  FY1998  is
attributable  primarily  to the  significant  increase in sales  between the two
years. The Company realized sales of approximately  $29,385,000 in FY1998 versus
$20,263,000 in the comparable period the year before.

         Additionally, the loss incurred in FY1997 is attributable primarily due
to the Company's  investment in our Internet  security startup  business,  which
began in earnest in July 1996. The Internet security division lost approximately
$324,000 in FY1997. We reduced our Internet security  workforce in May 1998, due
to the continuing losses, which the Internet security division produced. For the
FY1998,  the Internet  security  division had incurred  losses of  approximately
$235,000.  The  services,  which had been  performed  by the  separate  Internet
security division,  are now being performed by various  consultants  employed by
the Company or subcontracted when necessary.

         We also sold our field services division at June 30, 1998. The division
had produced losses of  approximately  $133,000 in the FY1998.  The Company sold
the field services division to a reputable Denver  organization  specializing in
the field services  business for $12,500,  and recognized a gain on the sale for
FY1998.

Comparative Analysis

         Sales increased  approximately  $9,122,000,  or 45.0% from the previous
year.  This change is primarily  the result of increased  product  sales and the
United States  Postal  Service  (USPS)  sub-contract.  Product  sales  increased
approximately  $5,336,000  due to the Company's  implementation  of our solution
selling  methodology  and  use  of our  recently  developed  contact  management
software  within  our  sales  force.  The USPS  sub-contract  sales for the year
increased  approximately  $2,190,000.  The  balance of the  increase  was in the
Company's services sector, predominantly in its integration services in relation
to its product sales.

         3Si Holdings, Inc.'s gross margin changed as a percentage of sales from
29.5% in FY1997 to 31.1% in FY1998. This change is primarily due to the addition
of the USPS sub-contract. The USPS sub-contract creates higher, consulting-based
margins (i.e. the  compensation  related to the delivery of the consulting sales
is included in selling and  administrative  expenses versus cost of goods sold).
Gross margin on hardware sales actually  decreased from 13.4% in FY1997 to 11.5%
in FY1998 reflecting continuing competitive pressures on hardware sales.

         Selling and administrative expenses increased approximately $2,634,000,
or 41.9%,  due primarily to the addition of the labor costs  associated with the
USPS sub-contract. During FY1998, the Company incurred additional labor costs of
approximately $1,785,000 relative to the USPS sub-contract.  Included in selling
and  administrative  expenses  are also  approximately  $90,000 of research  and
development  expenses which were not in the FY1997 expenses,  and  approximately
$427,000 of increased  commission  expense  produced by the  increased  sales in
FY1998.  The  balance of the  increase in selling  and  administrative  expenses
relates to increases in compensation for remaining  employees including officers
and increases in  infrastructure  due to startup and ultimate closure of the St.
Louis sales office in April 1998.

         The Company did realize increased  interest income during FY1998 due to
excess cash  balances  resulting  from the merger with Tyrex.  Interest  expense
increased as a result of increased use of the Company's revolving line of credit
to finance the growth in sales  during the period.  The excess cash  balances at
Tyrex (now 3Si Holdings,  Inc.) were not available for 3Si Holdings,  Inc.'s use
in paying down the line of credit;  instead these  balances were held in Tyrex's
bank account for use in the completion of the self-tender offer.

         At June 30, 1998, the Company had 123 employees, including 77 servicing
the USPS sub-contract in Raleigh, NC versus having had 128 with 57 servicing the
USPS sub-contract at June 30, 1997.

                                    Page 13
<PAGE>
Six Months Ended June 30, 1997 Compared to Six Months Ended June 30, 1996

Overview

         The  statements of  operations  and cash flows for the six months ended
June 30, 1997,  include the results of operations and cash flows for 3Si for the
six months ended June 30, 1997, and the 33 days from May 28, 1997,  (the date of
the  acquisition)  to June 30,  1997,  for  Tyrex.  Due to the nature of Tyrex's
operations during the 33 days ended June 30, 1997, (i.e. completing the sales of
its oil and gas properties and  discontinuing  its oil and gas  operations)  the
results of Tyrex's operations are disclosed as "discontinued operations".

         Tyrex  realized  a gain  on  its  final  disposition  of  oil  and  gas
properties  of  $536,700 in this 33 day  period.  Included in Tyrex's  gain from
discontinued  operations for this 33 day period were costs  attributable  to the
acquisition of  approximately  $190,000 and severance  costs relating to Tyrex's
remaining  employees of approximately  $117,000 including accrued payroll taxes.
As of June 30,  1997,  Tyrex  had three  full-time  employees.  No  discontinued
operations are included in the December 31, 1996 and 1995 financial  statements,
which reflect only the operations of 3Si.

         3Si realized a net loss from  continuing  operations of $275,198 during
the six months ended June 30, 1997. This loss is attributable primarily to 3Si's
continued  investment  in its  Internet  security  startup  business and reduced
hardware sales.  The Internet  security  division lost $150,180 during the first
six months of 1997 attributable to its startup nature whereby revenues generated
by the Internet security division did not yet cover expenses.

Comparative Analysis

         Sales were  approximately  $9,977,000  during the six months ended June
30,  1997.  Total  sales were up from the same  period in the  previous  year by
approximately  $1,255,000  or 14.4%.  This change is primarily the result of the
USPS  sub-contract,  which did not  begin  until May  1996;  and,  a decline  in
hardware sales between periods.  The USPS  sub-contract  sales for the first six
months of 1997 and 1996 were approximately $1,970,000 and $367,000 respectively,
accounting for an increase of approximately $1,603,000.  The decline in hardware
sales, which was approximately  $348,000, was directly attributable to the three
3Si  co-owners'  attention in merger and financing  activities.  The  co-owners'
involvement was diverted from usual sales activities  causing the lower hardware
sales during the first six months of 1997 versus the first six months of 1996.

         The Company's  gross margin changed as a percentage of sales from 25.7%
in 1996 to 31.9% in 1997. These changes primarily  resulted from the addition of
the USPS  contract  and the Internet  security  business  which  create  higher,
consulting based,  margins (i.e. the compensation related to the delivery of the
consulting sales is included in selling and administrative  expenses versus cost
of goods  sold).  Gross margin  increased  approximately  $1,105,000  due to the
addition of the USPS sub-contract and the Internet security  business,  slightly
offset by lower hardware sales as discussed above.

         Selling and administrative expenses increased approximately $1,415,000,
or 72.3% due  primarily to the addition of the labor costs  associated  with the
USPS  sub-contract.  During the first six months of 1997,  the Company  incurred
additional  labor  costs  of  approximately  $1,284,000  relative  to  the  USPS
sub-contract. Included in selling and administrative expenses for the six months
ended June 30, 1997, are also approximately  $251,000 of expenses related to the
Internet  security  business  which  had not  existed  until  July  1996.  These
increases in costs were slightly offset by savings in other expenses due to cost
containment and expense reduction in other areas.

         At June 30, 1997, the Company had 128 employees, including 57 servicing
the USPS  sub-contract in Raleigh,  NC and three in Wyoming versus having had 84
in total at June 30, 1996, including 29 servicing the USPS sub-contract.

                                    Page 14
<PAGE>
YEAR 2000
---------

         The year 2000  ("Y2K")  issue  arose  because  many  computer  programs
existing today utilize only two characters to recognize a year. Therefore,  when
the  year  2000  arrives,  these  programs  may not  properly  recognize  a year
beginning  with "20"  instead of "19".  The Y2K issue may result in the improper
processing  of dates and  date-sensitive  calculations  by  computers  and other
microprocessor-controlled equipment as the year 2000 is approached and reached.

State of Readiness

         We have divided our Y2K exposure into three major areas:

o         Internal  systems.  Internal systems have been replaced or upgraded to
          meet Y2K requirements.
o         Products.  Being Internet-based  products,  the only Y2K issues around
          the products  are the servers that run KEWi and the paging  management
          service.  These systems are believed to be Y2K  compliant,  and all of
          the software on these servers has been tested by the  manufacturers to
          be Y2K compliant.
o         Potential  Y2K  problems  associated  with  outside  vendors.  3Si and
          KEWi.net do not anticipate any  significant  problems  associated with
          outside vendors.  The biggest  potential issue will be Internet access
          and our providers have assured us that they are ready for Y2K.

Risks Presented By The Year 2000 Issue

         To date,  we have not  identified  any Y2K issues that we believe could
materially  adversely  affect  us or for  which a  suitable  solution  cannot be
implemented.  However, as the review of our internal systems and interfaces with
outside  vendors  progresses,  it is possible  that Y2K issues may be identified
that could result in a material adverse effect on our operations.

Contingency Plans

         Although we have not  prepared a formal  contingency  plan to date,  we
intend to  continue  to assess our Y2K risks and  develop  contingency  plans if
needed.

RISK FACTORS
------------

         We  recognize  that  with  the  trend  toward  Internet-based  software
products,  there is a short window of  opportunity  where KEWi, a developed  and
available product,  can capture a market demanding Internet designed  solutions.
The risk of losing this advantage exists.  There is no assurance that we will be
able to capture and maintain enough market share to compete  successfully in the
future.  We see the following risk factors  associated  with the business of the
Company:

         Need for additional financing.  In order to successfully  implement new
product  rollout in the future,  we will require debt and/or  equity  financing.
This  financing  will be used to fund the national  expansion of the new product
through marketing and sales. Additional financing is also needed to complete the
timely payment of existing creditors as a result of the sale of the reseller and
consulting divisions to Technology Integration Group.

         Product  development risk. The development of our proprietary  products
has been  managed  within  our  headquarters  in  Englewood,  Colorado.  Limited
resources due to a self-funding  model has limited our ability to develop,  test
and support its proprietary products.  Development  activities have struggled to
pace market and client demands.

         Press  and  public   relations  on  a  national  level.  As  KEWi.net's
proprietary  products are Internet-based  solutions,  technology  inherently may
cross geographic boundaries seamlessly. KEWi.net's ability to promote clients on
a national  and  international  level is  paramount  to reaching  the  projected
business volumes of its proprietary products.

                                    Page 15
<PAGE>
         Product  distribution  and  market  acceptance.  We  have  developed  a
subscription-based  distribution  model for our proprietary  products.  Although
subscription-based  services are commonplace  within the information  technology
industry,  this model  represents a significant  deviation  for the  traditional
knowledge  management and support center industry.  Existing support center call
management products are Windows-based  applications licensed on a per-user basis
with an associated annual maintenance fee. A  subscription-based  service offers
many advantages over traditional  software  distribution  models. This model has
not yet been proven within the target market.

         Increased  competition.  With the consolidation and realignment  taking
place within the computer  product  sales  industry,  new companies are emerging
that  combine   product  sales  with   integration  and   professional   service
capabilities.  Some of these companies are well  established on a national level
and  employ  significant   financial  and  technical   resources.   Furthermore,
manufacturers  are  recognizing  the value the Internet  holds in reaching their
customer base and have begun to announce Internet-based applications targeted at
the end user support industry.

         Dependence on officers and key  employees.  We currently  have a strong
dependency on a few key  employees and officers of the company.  The loss of the
services of these individuals could have negative impact on the company.

         Employee retention. In any highly competitive market and/or competitive
geographic area,  employee  turnover is a critical factor.  Our headquarters are
located in an area of high competition and virtually no unemployment.

         Changing Technologies. Our business is subject to changes in technology
and new  service  introductions.  Accordingly,  our  ability to compete  will be
depend upon our ability to adapt to technological changes in the industry and to
develop services based on those changes to satisfy evolving client requirements.
Technological  changes may create new products or services that are  competitive
with, superior to, or render obsolete the services currently offered.

         No dividends contemplated.  To date, we have not paid any cash or other
dividends  on our Common  Stock and do not  anticipate  paying  dividends in the
foreseeable future.

         Control by  insiders.  Three  shareholders  of  KEWi.net,  Frederick J.
Slack,  Felipe L. Valdez,  and Frank W. Backes,  own approximately  83.4% of the
outstanding  common stock of 3Si Holdings,  Inc.  These three  individuals  also
serve as three of the  current  five  members on the board of  directors  of 3Si
Holdings, Inc.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
         ---------------------------------------------------------

         Not applicable.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
         -------------------------------------------

         See Item 14 for an Index to Financial Statements.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         ---------------------------------------------------------------
         FINANCIAL DISCLOSURE
         --------------------

         None.
                                    Page 16
<PAGE>
PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
         --------------------------------------------------

         The following  persons serve as directors and/or executive  officers of
the Registrant as of September 15, 1999. Officers serve at the discretion of the
Board of  Directors  and are  elected  annually by the Board of  Directors.  All
directors hold their offices until the next annual  meeting of the  shareholders
of the Company and until their successors are elected.
<TABLE>
<CAPTION>

  ---------------------- ------------------------------------ ------------------- -------------------
             Name                   Position with Company       Director Since      Officer Since
  ---------------------- ------------------------------------ ------------------- -------------------
<S>                      <C>                                  <C>                 <C>
  Frank W. Backes        President, Chief Executive Officer,       5/28/97             1/22/98
                         and a Director
  ---------------------- ------------------------------------ ------------------- -------------------
  Frederick J. Slack     Executive Vice President,                 5/28/97             1/22/98
                         and a Director
---------------------- -------------------------------------------------------- -------------------
  Felipe L. Valdez       Secretary, and a Director                 5/18/97             1/22/98
  ---------------------- ------------------------------------ ------------------- -------------------
  Tom N. Richardson      Director                                  7/10/86                 N/A
  ---------------------- ------------------------------------ ------------------- -------------------
  Doris K. Backus        Director                                  12/5/91                 N/A
  ---------------------- ------------------------------------ ------------------- -------------------
</TABLE>

BUSINESS EXPERIENCE OF DIRECTORS
--------------------------------

     Frank W. Backes, 38, was appointed President and Chief Executive Officer of
3Si Holdings,  Inc. in June 1999. Mr. Backes previously served as Executive Vice
President  and Chief  Technologist  of 3Si since August 1993.  Prior to 1993, he
served as a computer  industry analyst with Digital Equipment  Corporation.  Mr.
Backes also serves as a Director of 3Si Holdings, Inc.

     Frederick J. Slack, 44, was appointed Executive Vice President in June 1999
of KEWi.net and is responsible for sales and marketing.  From 1993 to June 1999,
he served as President and Chief Executive  Officer of 3Si. Prior to joining 3Si
in 1993, Mr. Slack served as project manager for government customers at Digital
Equipment Corporation. Mr. Slack also serves as a Director of 3Si Holdings, Inc.

     Felipe L. Valdez, 46, was appointed Secretary of 3Si Holdings, Inc. in June
1999.  From August 1993 to June 1999,  he served as Chief  Operating  Officer of
3Si.  Prior to 1993,  Mr.  Valdez  spent 17  years  as a  manager  with  Digital
Equipment  Corporation.  Mr.  Valdez also serves as a Director of 3Si  Holdings,
Inc.

     Tom N. Richardson, 49, has served as a Director of 3Si Holdings, Inc. since
July 1986. Mr.  Richardson  has been an independent  oil operator since December
1997.  From  March  1994 to  December  1997,  he served as  President  and Chief
Financial  Officer of Tyrex Oil Co. Mr.  Richardson joined Tyrex Oil Co. in 1980
as Land Manager.

     Doris K. Backus,  45, has served as a Director of 3Si Holdings,  Inc. since
December  1991.  She  previously  served as  Secretary  of the  Company  and was
employed by the Company from 1983 to 1999.

     The  Company  is not  aware of any  family  relationships  among any of the
directors and executive officers of the Company. Except as disclosed above, none
of the directors  are  directors of any other  company  having a class of equity
securities registered under or required to file periodic reports pursuant to the
Securities and Exchange Act of 1934, as amended, or any company registered as an
investment company under the Investment Company Act of 1940, as amended.

                                    Page 17
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
         -----------------------
<TABLE>
<CAPTION>
                           Summary Compensation Table
                                                                                          Long-Term
                                                                                         Compensation
                                                               Annual Compensation          Awards
                                        ---------------------------------------------------------------

                                                                  Other Annual      SAR     Options
 Name and Principal Position     Year    Salary ($)    Bonus ($) Compensation(1)    (#)     (#) (2)
-------------------------------------------------------------------------------------------------------
<S>                              <C>    <C>             <C>          <C>            <C>       <C>
Frank W. Backes                  1999   $  110,000      ---          ---            ---       ---
President and Chief Executive    1998      110,000      ---          ---            ---       ---
Officer                          1997       37,500      ---          ---            ---      13,200

Frederick J. Slack               1999   $  110,000      ---          ---            ---       ---
Executive Vice President,        1998      110,000      ---          ---            ---       ---
                                 1997       37,500      ---          ---            ---      13,200

Felipe L. Valdez                 1999   $        0      ---          ---            ---       ---
Secretary                        1998      110,000      ---          ---            ---       ---
                                 1997       37,500      ---          ---            ---      13,200
<FN>
(1)  Perquisites and other personal  benefits or property did not, in aggregate,
     exceed $50,000 or 10% of the total compensation.

(2)  3Si was a  subchapter  S  corporation  prior to its  acquisition  by Tyrex.
     Amounts  indicated  are  distributions  to the three  officers of 3Si named
     above, made to them in their capacities as shareholders.
</FN>
</TABLE>
     Employment Agreements. Separate employment agreements have been signed with
each of the officers,  Frank W. Backes and  Frederick J. Slack.  Pursuant to the
agreements,  the Company compensated each of the individuals  $110,000 in fiscal
1999. The  individuals  are eligible for increases in their annual  compensation
subject to the profitability of the Company.  The agreements expire May 31, 2000
unless  terminated for cause by 3Si or early  termination by the individual with
90 days' written notice. Mr. Felipe L. Valdez since, May 1999, has been employed
by  Technology  Integration  Group.  He  remains  a  director,  and a  principal
shareholder of the company.

     Option/SAR  Grants Table.  There were no stock options  granted to officers
during the fiscal year ended June 30, 1999.

                                    Page 18
<PAGE>
ITEM 12.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                  -----------------------------------------------
                  AND MANAGEMENT
                  --------------

         The  following  table sets forth the  ownership of common stock by each
officer  and  director of the Company and by all  officers  and  directors  as a
group.


                  Name and Address      Shares Beneficially   Percent
                                             Owned(1)
         -------------------------------- --------------- ---------------
         Frank W. Backes                    9,387,777        27.7%
         6886 S. Yosemite Street
         Englewood, CO 80112
         -------------------------------- --------------- ---------------
         Frederick J. Slack                 9,387,777        27.7%
         6886 S. Yosemite Street
         Englewood, CO 80112
         -------------------------------- --------------- ---------------
         Felipe L. Valdez                   9,387,779        27.7%
         6886 S. Yosemite Street
         Englewood, CO 80112
         -------------------------------- --------------- ---------------
         Tom N. Richardson                    188,721     Less than 1.0%
         777 N. Overland Trail, #101
         Casper, WY 82601
         -------------------------------- --------------- ---------------
         Doris K. Backus                       53,570     Less than 1.0%
         777 N. Overland Trail, #101
         Casper, WY 82601
         -------------------------------- --------------- ---------------

(1)               Beneficial  ownership results in each case from the possession
                  of sole or shared voting and investment  power with respect to
                  the shares.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
         ----------------------------------------------

         Amounts due from 3Si  Holdings,  Inc.  stockholders  were  $162,395 and
$79,882 at June 30,  1999 and 1998,  respectively.  This June 30, 1998 amount is
included in other current assets.  Due to the  uncollateralized  nature of these
receivables  and the going concern  consideration,  the June 30, 1999 balance of
$162,395 has been fully reserved and recorded as an expense.

         Other than as set forth  herein,  no  officer,  director  or  principal
shareholder  of 3Si has or  proposes  to have any  direct or  indirect  material
interest by security  holdings,  contracts or otherwise in the Company or in any
assets  proposed to be acquired by the Company or in any purchase,  the value of
which will be affected by the operations of the Company.

                                    Page 19
<PAGE>
PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON FORM 8-K
         ---------------------------------------------------------------

         (a)      Documents Filed as a Part of The Report

(1)      Financial Statements

                           The Company is  currently  completing  the  financial
                           statements  and  associated  schedules to be filed as
                           part of our Form 10-K for the fiscal  year ended June
                           30, 1999.  The financial  statements  and  associated
                           schedules will be filed within 120 days subsequent to
                           our fiscal year end being reported on this form.

                  (2)      Exhibits

                           3.1(a)  Articles of Incorporation, as  amended, filed
     as part of the  Company's  Registration  Statement  on Form S-2  (file  no.
     2-68269), and incorporated herein by this reference.

                           3.2  Bylaws,  as  amended,   filed  as  part  of  the
     Company's  Registration  Statement  on Form S-2  (file  no.  2-68269),  and
     incorporated herein by this reference.

                           21.      Subsidiaries of the Registrant.

                           27.      Financial Data Schedule

         (b)      Reports on Form 8-K

                  (1)      The  Company  filed  a Form  8-K  on  June  30,  1999
                           reporting  the  sale  of  substantially  all  of  its
                           assets, excluding cash, accounts receivable,  and its
                           subsidiary, KEWi.net, to P.C.
                           Specialists, Inc., a California corporation.


                                    Page 20
<PAGE>
                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its  behalf  by the  undersigned,  thereunto  duly  authorized,  in the  City of
Colorado Springs, State of Colorado, on this 13th day of October, 1999.


                            3Si Holdings, Inc.

                            By:     /s/ Frank W. Backes
                                    -----------------------------
                                   Frank W. Backes, President and
                                   Chief Executive Officer


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

                  Signature              Title                       Date
                  ---------              -----                       ----

                               President and Chief
/s/ Frank W. Backes            Executive Officer, Director      October 13, 1999
----------------------------
Frank W. Backes                (Principal Executive Officer)


                               Executive Vice President,        October 13, 1999
/s/ Frederick J. Slack         Director
----------------------------
Frederick J. Slack


/s/ Felipe L. Valdez           Secretary, Director              October 13, 1999
----------------------------
Felipe L. Valdez


                                    Page 21
<PAGE>


                                   Exhibit 21


                         SUBSIDIARIES OF THE REGISTRANT


         The Registrant has two subsidiaries, 3Si, Inc., a corporation organized
under the laws of the State of Colorado,  and KEWi.net, a corporation  organized
under the laws of the State of Colorado.