U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

                                    FORM 10-KSB

(Mark One)
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

                                        OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
______________ TO ______________

                           COMMISSION FILE NUMBER: 33-5902

                                  JUSTWEBIT.COM, INC.
(Exact name of registrant as specified in its charter)

                 Nevada                                       22-2774460
(State or jurisdiction of incorporation                     (I.R.S. Employer
              or organization)                             Identification No.)

        7550 24th Avenue South, Suite 168, Minneapolis, Minnesota     84097
             (Address of principal executive offices)               (Zip Code)

                 Registrant's telephone number:  (612) 746-4025

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

            Securities registered pursuant to Section 12(g) of the Act:
                       Common Stock, Par Value $0.001
                  Class A Preferred Stock, Par Value $0.001

     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) been subject to such filing requirements for the past 90 days.
Yes    X       No           .

     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-KSB or any amendment to this Form 10-KSB [X].

     The Registrant had revenues of $174,825 for the fiscal year ended
on December 31, 2001.  The aggregate market value of the voting stock
held by non-affiliates of the Registrant as of March 31, 2002:
$1,230,868.  As of March 31, 2002 the Registrant had 78,963,411 shares
of common stock issued and outstanding.

     Transitional Small Business Disclosure Format (check one): Yes  No X.

                                 TABLE OF CONTENTS

PART I                                                                PAGE

     ITEM 1.  BUSINESS                                                   3

     ITEM 2.  PROPERTIES                                                11

     ITEM 3.  LEGAL PROCEEDINGS                                         11

     ITEM 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS         12

PART II

     ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY
              AND RELATED STOCKHOLDER MATTERS                           12

     ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
              FINANCIAL CONDITION AND RESULTS OF OPERATIONS             14

     ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA               17

     ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
              ON ACCOUNTING AND FINANCIAL DISCLOSURE                    17

PART III

     ITEM 9.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT       17

     ITEM 10.  EXECUTIVE COMPENSATION                                   20

     ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
               OWNERS AND MANAGEMENT                                    22

     ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS           23

     ITEM 13.  EXHIBITS, REPORTS ON FORM 8-K, AND INDEX TO
               FINANCIAL STATEMENTS                                     24

SIGNATURES                                                              26

                                     PART I.

ITEM 1.  BUSINESS.

Overview

     JustWebit.com, Inc. ("Registrant") has offered end-to-end e-
commerce solutions to small and medium sized businesses since 1999.
These solutions are primarily in the form of a comprehensive suite of
products and services designed to help businesses create a successful
online presence.  Additionally, the Registrant owns and operates a
network of pay per use public Internet Kiosks.  The customers are
Internet users away from their normal point of connectivity wanting to
read their email and or pass some time by playing games or surfing the net.

     The Registrant's business strategy is to accelerate its growth
through the acquisition of businesses that compliment the company's
strengths in e-commerce solutions and focused communications channels.
Additionally, it will facilitate internal growth through synergic
sales to customers of its present businesses and future acquisitions.
The acquisitions will be financed by leveraging the Registrant's
stock, with working capital being generated both internally and by
equity funding. Acquisition targets, of which some have been
identified, are companies with existing tangible sales or significant
sales potential without large capital requirements.

Business History

     The Registrant was incorporated on July 24, 1984, in Nevada as
Diversified Ventures, Ltd.  On March 27, 1987, the name was changed to
M.V.I.D. International Corporation.  On April 6, 1994, the name was
changed to Micro-Lite Television.  Prior to March 14, 1994, the
Registrant sold an automobile anti-theft protection system to
customers through an arrangement with dealerships, principally in New
Jersey.  On March 16, 1994, the Registrant acquired the assets and
liabilities of Marrco Communications, Inc. ("Marrco").  The former
President of the Registrant assumed the prior business operations.
Marrco was founded on December 12, 1991, for purposes of accumulating
Wireless Cable Rights in domestic markets.

     On March 14, 1994, in accordance with the terms of a certain
Purchase Agreement dated as of March 14, 1994, by and between the
Registrant and Marrco, 6,500,000 shares of the Registrant's common
stock were issued to Marrco or its nominees in consideration of
Marrco's sale, assignment and transfer to the Registrant of all
rights, title and interest of Marrco in and to all inventory, contract
rights, license rights, accounts, furniture, equipment, goods,
documents, instruments, money, marketable securities and all
intangible assets of every kind and description of Marrco, without
exception, subject to the assumption by the Registrant of all debts
and liabilities of Marrco.  Pursuant to the agreement, the business of
the Registrant that existed on March 13, 1994, was distributed to
Monroe Arndt, the President and a director of the Registrant, prior to
his resignation on March 14, 1994.

     On October 25, 1996, the name of the Registrant was changed to
Superior Wireless Communications, Inc. and each of the 6,004,836 shares
of then issued and outstanding common stock of the Registrant were
exchanged for one share of preferred stock designated as Class A
Convertible Cumulative Preferred Stock ("Class A Preferred Stock"), par
value of $.001 per share.  The Class A Preferred Stock carries a ten
percent (10%) dividend, which may be paid in common stock, and is
convertible into common stock of the Registrant as of October 25, 1998
("Conversion Date").   Under the terms of the Class A Preferred Stock,
all shares outstanding as of October 16, 1998, automatically converted
into common stock at a rate of five shares of common stock for every
one share of Class A Preferred Stock.  This resulted in the automatic
conversion of 6,541,416 shares of Class A Preferred Stock into
32,707,080 shares of common stock.  Simultaneously with the reverse
stock split described below, the holders of an additional 3,767,501
shares of Class A Preferred Stock that were issued after October 16,
1998, converted their shares at the same rate of five shares of common
stock for every one share of Class A Preferred Stock.

     Effective August 18, 1999, the Registrant effectuated a reverse 1
for 20 stock split of the Common Stock.  In connection with the
reverse stock split, all previously outstanding shares of Class A
Preferred Stock were converted into shares of Common Stock.

     Effective May 30, 2000, the Registrant effectuated a two-for-one
stock split.  In connection with the stock split, the Registrant
approved a corresponding increase in the authorized number of shares.
As a result of the two for one stock split and corresponding increase
in the authorized number of shares, effective at the close of business
on May 26, 2000, the total number of shares issued and outstanding and
the authorized number of shares increased by 100% (from 5,762,654 to
11,525,308, and from 50,000,000 to 100,000,000, respectively).

Business of the Registrant.

     The Registrant offers small to mid-sized businesses an end-to-end
solution that addresses the challenges associated with implementing a
successful e-commerce strategy. The Registrant offers any business
access to its free e-commerce web site builder and sells a
comprehensive suite of products and services designed to assist
businesses create a successful online presence.   As of December 31,
2001, the Registrant hosted in excess of 9,000 web sites.

     On November 15, 2001 the Registrant through the acquisition of H
J Ventures, Inc. entered the public access Internet kiosks business.
The Registrant provides Internet access for people that are away from
their normal point of access and have need to access their email or
wish to just surf the net. As of December 31, 2001, the Registrant has
26 Internet kiosks installed and available for public use.

(a)  Industry Background.

     The Internet has grown in less than a decade from a limited
research tool into a global network consisting of millions of
computers and users. The Internet is an increasingly significant
medium for communication, information and commerce.  International
Data Corporation, or IDC, estimates that at the end of 1998 there were
over 62 million web users in the United States and over 142 million
web users worldwide and that by the end of 2003 the number of web
users will increase to 177 million in the United States and to over
502 million worldwide.

     The rapid growth of the Internet has given businesses, merchants
and shoppers the opportunity to conduct an increasing amount of
commerce online.  The Registrant believes that e-commerce offers
numerous advantages to businesses, merchants and shoppers. Shoppers
receive increased selection, competitive prices and the convenience of
being able to shop on the Internet 24 hours a day, 7 days a week from
the location of their choice. The Internet enables merchants to reach
a global audience and operate with limited infrastructure, reduced
overhead and greater economies of scale. Merchants can customize web
site content to match the needs and preferences of individual shoppers
by transparently personalizing content for each shopper. By
facilitating access to information, the Internet enables merchants to
give customers more detailed product information while affording
merchants the opportunity to obtain detailed information about the
purchasers of their products. In addition, online merchants can reduce
selling costs by reducing or eliminating investments in physical
retail locations and automating much of the interaction with their
customers. These advantages are resulting in a dramatic increase in
the amount of commerce conducted over the Internet and the number of
businesses and merchants advertising and selling goods and services
online. According to IDC, worldwide transactions on the Internet are
expected to increase from approximately $111 billion in 1999 to
approximately $1.3 trillion in 2003, with the total number of users
who purchase products and services online increasing from
approximately 48 million to approximately 182 million worldwide during
the same period.

     The dependence of a mobile society on Internet access increases
the demand for Internet access when a person is away from their normal
connection.  In less developed countries of the world the demand for
public Internet access is even greater due to the lower percentage of
households that are not connected to the Internet.  According to
Kiosks.org, an industry trade organization, the demand for Public
Internet kiosks will continue to grow with an estimated deployment of
units totalling nearly 1,000,000 by the year 2005.

(b)  Challenges to Conducting Commerce over the Internet

     Businesses and merchants increasingly are determining that they need
an online presence to take advantage of the rapid growth and benefits
of e-commerce. To conduct commerce online effectively and efficiently,
however, businesses and merchants must address a number of challenges.
Similarly, the use of public access Internet kiosks has numerous
challenges that must be met. The challenges for both channels of
business include:

     Web Site Planning And Storefront Design.

     Businesses and merchants must design and implement the look and
     feel of their online stores and custom web sites in a way that
     provides a rich, easy-to-use and generally satisfying end-user
     experience that fosters buying and repeat visits.  Storefront
     design must promote the merchants' brands, identities and product
     information through the use of graphics, images and text content.

     Visibility And Customer Acquisition.

     Merchants need to effectively communicate with their targeted
     online audience to maximize the number of visits to, and
     purchases from, their web sites. Both online merchants seeking to
     establish a brand and traditional merchants with established
     brands need to create visibility online and to distinguish
     themselves from the significant number of competitors selling
     products and services on the Internet. Achieving widespread brand
     recognition and customer loyalty in a crowded market where
     consumers are inundated with Internet-related advertising
     requires a comprehensive and focused marketing strategy to reach
     the desired audience. These efforts require a broad range of both
     online and traditional techniques ranging from banner and
     hyperlink advertisements or e-mail communications to traditional
     methods, such as direct mail. In order to attract the highest
     number of desired online shoppers, merchants need to employ
     creative marketing solutions that position their products and
     services more effectively than those of their many competitors.

     Transaction Processing.

     Businesses and merchants must implement solutions that enable
     them to efficiently and effectively process orders once they are
     placed. Online transaction processing is complex and involves a
     number of elements including secure, dependable, automated real-
     time payment authorization, calculation of tax and shipping
     charges, order tracking and customer service. Online orders for
     physical goods must be transmitted to fulfilment centers,
     distributors or merchant-owned distribution centers for shipment
     of the goods.  In light of these challenges, businesses and
     merchants who choose to internally develop and maintain an e-
     commerce presence must invest a significant amount of capital and
     technical resources. E-commerce technology evolves rapidly,
     necessitating timely implementation and upgrades. The lengthy and
     often cost-prohibitive nature of in-house development and
     maintenance has caused an increasing number of businesses and
     merchants to outsource some or all of their e-commerce capability
     development to third-party service providers. Outsourced
     solutions offer convenience and savings but most service
     providers specialize in specific, limited aspects of an Internet
     merchant's business. Merchants who outsource their e-commerce
     capability development typically must devote significant
     technical expertise and other resources to coordinate multiple
     vendors and integrate the various components.

     Use of Wireless devices for Internet access

     Fixed Internet access locations will be challenged by the rapidly
     increasing capacity of wireless devices.  As the connectivity
     speed of wireless increases, the mobile society will find them
     more readily available than the fixed locations.

     Capital intensity of the business

     The installation of public access Internet kiosks requires
     significant capital to build a network for use by the public.
     This includes the building of the kiosks, installation and
     connection to the Internet. Should the location be a low revenue
     producer, the equipment must be moved to a new location to meet
     the revenue objectives required for the kiosks. Additional costs
     are incurred to remotely maintain a network of Internet kiosks.
     As with any electronic equipment that is remote, components need
     to be changed when they fail as well as regular routing
     maintenance is required for top performance.

As e-commerce solutions evolve and online businesses and merchants
proliferate, need and demand increase for outsourced e-commerce
solutions that seamlessly integrate every aspect of an online business
from storefront development to marketing services, transaction
processing and fulfillment. Similarly, as people rely on access away
from their normal connection, the demand for public access to the
Internet will grow. Compatibility of the business models will increase
as the use of the Internet increases.

(c)  The JustWebit.com Solution

     The Registrant offers an end-to-end user-friendly e-commerce web
site builder that can be accessed by any business desiring to sell
products online.  The Registrant provides a comprehensive package of
products and services designed to assist small to mid-sized businesses
and merchants to create, support and grow an efficient, scaleable and
reliable online presence. Our marketing services use both traditional
and online methods to bring businesses, merchants and shoppers
together, while our other e-commerce products and services enable
businesses and merchants to develop and complete online transactions.
Our e-commerce platform includes custom application and online store
development and design, hosting and maintenance, fraud prevention and
payment processing.

Key benefits of our solution include:

     End-To-End Integrated Solution.

     The Registrant provides businesses and merchants with the
     essential tools they need to conduct commerce online. We offer
     businesses and merchants a comprehensive host of e-commerce
     products, marketing tools, support and services to assist them to
     successfully conduct online commerce.

     Quick Time To Market.

     The pace of change and the rate of growth of the Internet require
     greater speed in implementation of e-commerce solutions.  The
     Registrant e-commerce web site builder enables our customers to
     build a new e-commerce web site or add e-commerce and shopping
     cart functions to an existing web site in a matter of hours.

     Immediate And Long-Term Savings.

     The Registrant's strategy is to enable businesses and merchants
     to build their own e-commerce web site thereby generating a large
     savings to the customer.  Further the Registrant does not charge
     a monthly hosting fee to clients without a registered domain
     name.  This allows the customer the opportunity to invest those
     savings into marketing or other cost-effective tools that the
     Registrant offers for sale to its customers.

     Comprehensive Technology Platform.

     The Registrant provides a flexible technology platform which can
     be implemented into existing web sites or can be used to build an
     e-commerce web site from scratch.  The Registrant's platform is a
     combination of third-party technologies and technologies that have
     been developed internally. The Registrant also has serving and
     hosting capabilities that enable our clients to outsource the
     storage and transmission functions of their e-commerce operations.
     This technology provides merchants a high level of reliability, 24
     hours a day, 7 days a week. Using data centers with redundant
     servers, continuous monitoring and high speed Internet
     connections, the Registrant provides clients with the performance
     they require for uninterrupted e-commerce operations.

(d)  Strategy.

     The Registrant's goal is to be a leading company in e-commerce
solutions for small to mid-sized businesses and merchants. The
following strategies will be used to achieve this goal:

     Enhance And Extend Our E-Commerce Enabling Products And Services.

     The Registrant intends to continue to add new features to our web
     site and to continually enhance the current e-commerce enabling
     solutions offered by the Registrant. The Registrant believes
     that, for little incremental cost, we can easily integrate into
     our package of products new features that will contribute
     additional revenues from lead generation, advertising, upselling
     merchant services and cross promotion.

     Creation Of A Justwebit.Com Marketplace And Mall.

     The Registrant is currently developing a marketplace for a broader
     exposure to its customers and merchants. The Registrant plans on
     marketing and promoting the marketplace in order to promote a high
     volume of shopper traffic to increase the number of quality
     customer leads generated for listed merchants.

     Promotion Of Brand Name Visibility.

     The Registrant will continue to promote the JustWebit.com name as
     the best way for small to mid-sized businesses and merchants to
     conduct commerce on the Internet. To accelerate the acceptance
     and penetration of the JustWebit.com name among businesses,
     merchants and shoppers, the Registrant will continue to advertise
     through both online and traditional channels such as magazines,
     radio and newspapers. Online efforts include placing banner and
     other hyperlink advertisements on portal and other destination
     web sites. To reach a mass audience, the Registrant plans on
     commencing a national advertising campaign in traditional media.
     The JustWebit.com name will also be promoted through trade
     publication advertisements, direct mail and promotional
     activities, trade shows and media events.

     Pursue Acquisitions And Strategic Business Relationships.

     The Registrant intends to make acquisitions and enter into
     business relationships that enhance the effectiveness of its
     products and services and the quality of its online presence. The
     focus of these acquisitions and strategic relationships will be
     to provide the Registrant access to improved technology, new
     domestic and international markets and prospective clients.
     Additionally, the Registrant is pursuing strategic relationships
     that will enable the Registrant to maximize its revenues from its
     existing and future customer bases.

     International Expansion.

     The Registrant is looking toward expanding its customer base to
     well beyond the United States market.  A Spanish version of the
     JustWebit.com web site and technology is currently available, and
     the Registrant is projecting to expand and begin marketing this
     site during the next fiscal year.  This will enable the
     Registrant to tap into the growing Spanish speaking audience on
     the Internet.  The Registrant will expand its international
     presence by entering into strategic alliances with foreign
     businesses.  Additionally, the Registrant plans on expanding by
     registering its web site on international search engines, seeking
     out relationships with foreign portal web sites and by developing
     other foreign-language user interfaces.

Products And Services.

(a)  Merchant Services

     The Registrant offers businesses and merchants a wide variety of
enabling products and services, including:

     Secure Payment And Order Processing.

     Through a third-party merchant account, the Registrant offers its
     customers online payment ability.  This is done via the
     Registrant's online payment and order processing software and
     services. This software assists merchant clients with credit card
     authorization, address verification, automated tax and shipping
     calculations, order tracking and customer service. The payment
     processing system currently interacts with several credit card
     processors. For security, advanced encryption methods are
     utilized. To exchange information with merchants and shoppers,
     the Registrant's network servers use software that complies with
     the Secure Sockets Layer specification, the predominant method
     for managing the security of transmissions over a network.

     Fraud Prevention.

     The Registrant's fraud prevention services use artificial
     intelligence programs, a database of historical transactions and
     validation by an authorized financial institution to confirm
     shoppers' identities and to assess their credit status.

     E-Commerce Hosting And Maintenance.

     The Registrant provides services to operate and maintain online
     stores on behalf of our listed merchants. We use data centers
     with redundant servers, 24-hour monitoring and support and high-
     speed Internet connections to provide customers with continuous
     e-commerce operations.

     Custom Application And Online Store Development.

     The Registrant provides businesses and merchants with access to
     its e-commerce web site builder free of charge.  For additional
     charges, the Registrant offers custom design and technical
     development services for customer's web sites and online stores.

     Marketing Services.

     The Registrant also offers a host of marketing services available
     to its customers.  These marketing services are designed to
     enable merchants to enhance their visibility on the Internet,
     facilitate customer acquisition and retention, and increase sales.

The various merchant services can be purchased as a package or
individually, which allows businesses and merchants to tailor their
service package to their particular needs. Fee arrangements are based
on the specific service purchased and may be computed on a project
basis, a monthly fee basis, a per transaction basis or a combination thereof.

Current Status.

     On February 16, 2001, the Registrant entered into an Exclusive
Product License and Distribution agreement with Pelham Associates,
Inc.  The Agreement grants to the Registrant the exclusive license to
software and documentation known as Domain Name Registration SDK and
Branding Kit.  The Registrant believes that the license granted under
this Agreement will allow for custom vertical market offerings thereby
increasing the Registrant's revenue generating potential.

Employees

     As of December 31, 2001, the Registrant and its subsidiary had a
total of 4 employees.  The Registrant has no collective bargaining
agreements covering any of its employees, has not experienced any
material labor disruption and is unaware of any efforts or plans to
organize its employees.  The Registrant considers relations with its
employees to be good.

ITEM 2.  PROPERTIES.

     The Registrant currently rents approximately 2,000 square feet of
office space for its operating offices in Minneapolis, Minnesota.  The
monthly rent on this space is currently $1,680 per month and the lease
runs through December of 2002.  The Registrant considers these offices
to be adequate and suitable for its current needs.  As of December 31,
2001, the Registrant had approximately $50,000 worth of office
equipment and furniture at this location.  The Registrant closed its
offices in Orem, Utah in March 2002.

ITEM 3.  LEGAL PROCEEDINGS.

     Other than as set forth below, the Registrant is not a party to
any material pending legal proceedings and, to the best of its
knowledge, no such action by or against the Registrant has been threatened.

     On October 4, 1999 the Registrant was named as a defendant in a
lawsuit filed in Jefferson County, Texas.  The plaintiff, Engineering
& Wireless Services, Inc. ("EWS") demanded payment of $27,748.71 for
services rendered to the Registrant in 1996 and 1997.  The
Registrant's President at the time, John C. Spradley, had written a
check for this same amount on April 2, 1997 which was returned to
plaintiff by plaintiff's bank dishonored, unpaid and marked "NSF".
Mr. Spradley wrote this check without proper authority by the
Registrant, and actually was strictly forbidden by a board resolution
to write any checks in excess of $5,000.  The writing of the check to
EWS left the Registrant legally obligated to honor this check.

     On December 1, 1999, EWS was granted a final default judgment in
the amount of $37,214.27, which included $9,249.56 in attorney fees.
The Registrant was notified of such judgment and was not in a position
to pay it.  On June 9, 2000, a writ of execution was issued by the
Third District Court directing the Salt Lake County Sheriff to collect
$39,521.00 from the Registrant; this amount included post judgment
costs of $1412.44 and other costs of $894.29.

     On July 19, 2000, the Registrant entered into a settlement
agreement with EWS.  The Registrant agreed to pay EWS $31,000 over a
four month period and issued to EWS 45,000 shares of the Registrant's
common stock.  The Registrant has made the initial payment of $5,000
and delivered the stock due to EWS; no other payments under the
settlement were made.  The Registrant is currently trying to
renegotiate an agreeable settlement with EWS.

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

     The Registrant's Board of Directors unanimously approved an
increase in authorized shares of common stock by written consent of
the Directors on December 3, 2001.  The Registrant received the
consent of a majority of the outstanding shares of common stock for
the Registrant to do the following: Amend the Articles of
Incorporation of the Registrant to increase the authorized common
shares of the Registrant to 250,000,000.  The filing of a Certificate
of Amendment of Articles of Incorporation with the Nevada Secretary of
State, which will effect this increase in authorized common stock, is
in the process of being completed (more than twenty days after the
filing of a Schedule 14C Definitive Information Statement with the
Securities and Exchange Commission on December 19, 2001).

                                    PART II.

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Market Information.

     The Registrant's common stock began trades on the Over the
Counter Bulletin Board under the symbol "JWIT".  The range of closing
prices shown below is as reported by this market.  The prices
reflected below have adjusted for the conversion of the Preferred
Series A Stock into common stock and a reverse stock split that was
made effective on August 18, 1999 and the forward stock split that was
effective as of May 30, 2000.  The quotations shown reflect inter-
dealer prices, without retail mark-up, mark-down or commission and may
not necessarily represent actual transactions.

Per Share Common Stock Bid Prices by Quarter
For the Fiscal Year Ended on December 31, 2001

                                                 High      Low

Quarter Ended December 31, 2001                   0.03     0.01
Quarter Ended September 30, 2001                  0.04     0.01
Quarter Ended June 30, 2001                       0.07     0.02
Quarter Ended March 31, 2001                      0.17     0.03

Per Share Common Stock Bid Prices by Quarter
For the Fiscal Year Ended on December 31, 2000

                                                 High      Low

Quarter Ended December 31, 2000                  0.28     0.04
Quarter Ended September 30, 2000                 0.94     0.28
Quarter Ended June 30, 2000                      3.62     1.87
Quarter Ended March 31, 2000                     3.00     2.25

Holders of Common Equity.

     As of March 31, 2002, there were 704 shareholders of record of
the Registrant's common stock.

Dividend Information.

     The Registrant has not declared or paid a cash dividend to
stockholders since it became organized.  The Board of Directors
presently intends to retain any earnings to finance Registrant
operations and does not expect to authorize cash dividends in the
foreseeable future.  Any payment of cash dividends in the future will
depend upon the Registrant's earnings, capital requirements and other factors.

Equity Securities Sold Without Registration.

     The Registrant made the following sales of unregistered
securities during the fiscal year ended December 31, 2001:

     (a)  In January 2001, Pelham Associates, Inc. purchased 1,000,000
shares of the Registrant's common stock for $75,000  ($0.075 per share).

     (b)  In January 2001, the Registrant issued a total of 550,000
shares of common stock to the three then existing directors of  the
company for services rendered, valued at $5,500 ($0.01 per share).

     (c)  In February 2001, the Registrant issued two unregistered
debentures in payment for certain funds owed by the Registrant in the
amounts of $149,874 and $110,075.

     (d) In February 2001, the Registrant issued 5,000,000 shares of
common stock in connection with the an Exclusive Product License  and
Distribution Agreement between the Registrant and Pelham  Associates, Inc.

     (e)  In August 2001, the Registrant sold a total of 2,750,000
shares of common stock to a total of ten accredited investors (eight
individuals and two companies) for a total consideration of $55,000
($0.02 per share).  A commission in the amount of $5,700 was paid to
one person in connection with this offering.

     (f)  In November 2001, the Registrant issued 12,000,000 shares of
common stock in connection with the Agreement of Sale of Shares
between the Registrant and shareholders of H.J. Ventures, Inc.

     All the offerings (except for (e) above) were made under Rule 506
of Regulation D by the fact that:

     the sales were made to sophisticated investors as defined in Rule
     502;

     the Registrant gave each purchaser the opportunity to ask
     questions and receive answers concerning the terms and conditions
     of the offering and to obtain any additional information which
     the company possessed or could acquire without unreasonable
     effort or expense that is necessary to verify the accuracy of
     information furnished;

     at a reasonable time prior to the sale of securities, the
     Registrant advised the purchasers of the limitations on resale in
     the manner contained in paragraph Rule 502(d)2 of this section;

     neither the Registrant nor any person acting on its behalf sold
     the securities by any form of general solicitation or general
     advertising; and

     the Registrant exercised reasonable care to assure that the
     purchasers of the securities are not underwriters within the
     meaning of Section 2(11) of the Act in compliance with Rule 502(d).

The offering discussed in (e) above was undertaken under Section 4(6)
of the Securities Act of 1933 in that:

     the transactions involved sales by the Registrant solely to one
     or more accredited investors;

     the  aggregate offering price did not exceed the amount allowed
     under Section 3(b) of the 1933 Act; and

     there was no advertising or public solicitation in connection
     with the transaction by the Registrant or anyone acting on the
     company's behalf.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.

     The following discussion should be read in conjunction with the
financial statements and accompanying notes included elsewhere in this
Form 10-KSB.

Results of Operations.

(a)  Revenues.

     For the year ended December 31, 2001, the Registrant reported
total operating revenues of $174,825.  This compares to total
operating revenues of $556,944 for the year 2000. This represents a
reduction of revenue of approximately 69%.  The revenue from the web
hosting business totalled $143,460 with $31,365 from the Internet
kiosks business. Reduction in revenue from the web sites hosting was
due to a general slow down in business plus the booking of
extraordinary income in the year 2000 of about $200,000.

(b)  Selling, General and Administrative Expenses.

     The Registrant incurred total selling, general and administrative
expenses ("SG&A") of $840,348 for the year ended December 31, 2001 as
compared to $2,069,045 for the fiscal year ended December 31,2000.
This represented a decrease of approximately 59% in SG&A expenses due
to the reduction of staff, office space and other general overhead.

(c)  Depreciation and Amortization.

     Depreciation and amortization for the year ended December 31,
2001 was equal to $4,311.  This is substantially lower than the
depreciation and amortization of $15,116 expensed in the year ended
December 31, 2000.  The Registrant's depreciation is approximately 71%
less than the previous year due to the reduction of asset value to
depreciate.

(d)  Interest Expense.

     The Registrant incurred interest and bank charges (net of
interest income) of $81,943 in the fiscal year ended December 31,
2001, compared with such charges of $47,845 in the year ended December
31, 2000.  This is due to the increased debt incurred by the
Registrant and related interest cost during the year ending December
31,2001.

(e)  Income Tax Benefit.

     For the fiscal year ending December 31, 200, the Registrant had
net operating loss carryforwards of $7,232,065 as compared with
$6,386,832 for the previous fiscal year.  Approximately $1,000,000 of
this net operating loss was carried forward from the business of
Marrco and is limited under Internal Revenue Code Section 381.  This
limits the use of this portion of the Registrant's net operating loss
carryforward to approximately $70,000 per year.  The Registrant has
not recognized any of this tax benefit as an asset due to uncertainty
of future income.

(f)  Net Loss.

     The Registrant recorded a net loss of $785,528 for the fiscal
year ended December 31, 2001, as compared to a net loss of $1,653,179
for the fiscal year ended December 31,2000 or approximately 52% less
for the year ending December 31, 2001. The reduction was due primarily
to the reduction of general and administrative expenses, along with
reduced depreciation expense.

(g)  Other Income/Expense.

     The Registrant recorded other income/expense totaling a net
expense of $62,451.  The main component of this number includes the
write down of goodwill totalling $52,273 and the settlement of
indebtedness totalling $21,095.

Liquidity and Capital Resources.

     The Registrant had a working capital deficit of $326,187 as of
December 31, 2001, which is an improvement of $296,210 from the
previous year's figure of $622,397.  The Registrant has continued to
raise capital through various private placement offerings of its
stock.  The Registrant believes that future equity sales or other
financings can be achieved to adequately finance its growth.

     Therefore, the Registrant's continued operations, as well as the
implementation of its business plan, will depend upon its ability to
raise additional funds through bank borrowings, equity or debt
financing.  The Registrant estimates that it will need to raise
approximately $1,000,000 over the next twelve months for such
purposes.  However, adequate funds may not be available when needed or
may not be available on favorable terms to the Registrant.  The
ability of the Registrant to continue as a going concern is dependent
on additional sources of capital and the success of the Registrant's
business plan.  Regardless of whether the Registrant's cash assets
prove to be inadequate to meet the Registrant's operational needs, the
Registrant might seek to compensate providers of services by issuance
of stock in lieu of cash.

     If funding is insufficient at any time in the future,  the
Registrant may not be able to take advantage of business opportunities
or respond to competitive pressures, any of which could have a
negative impact on the business, operating results and financial
condition.  In addition, if additional shares were issued to obtain
financing, or compensate service providers, existing shareholders may
suffer a dilutive effect on their percentage of stock ownership in the
Registrant.

Certain Indebtedness.

     In December of 1999, the Registrant entered into a Note Agreement
with Newport Federal Financial ("Newport").  Newport loaned the
Registrant $250,000 under the Note Agreement at a rate of 12%.  This
note was due and payable on January 3, 2001.  The Registrant failed to
make the payment, however Newport agreed to forgo collection on this
note until July of 2001.  The Registrant has negotiated an agreement
with Newport that is been agreed upon but not finalized. In the
agreement Newport is extending the loan for 3 years at a 12% interest
rate effective November 22, 2001.

Inflation.

     The Registrant's management does not believe that inflation has
had or is likely to have any significant impact on the Registrant's
operations.  Management believes that the Registrant will be able to
increase subscriber rates after its wireless systems are launched, if
necessary, to keep pace with inflationary increases in costs.

Other.

     The Registrant does not provide post-retirement or post-
employment benefits requiring charges under Statements of Financial
Accounting Standards Nos. 106 and 112.
Forward Looking Statements.

     The foregoing Management's Discussion and Analysis of Financial
Condition and Results of Operations contains "forward looking
statements" within the meaning of Rule 175 of the Securities Act of
1933, as amended, and Rule 3b-6 of the Securities Act of 1934, as
amended, including statements regarding, among other items, the
Registrant's business strategies, continued growth in the Registrant's
markets, projections, and anticipated trends in the Registrant's
business and the industry in which it operates.  The words "believe,"
"expect," "anticipate," "intends," "forecast," "project," and similar
expressions identify forward-looking statements.  These forward-
looking statements are based largely on the Registrant's expectations
and are subject to a number of risks and uncertainties, certain of
which are beyond the Registrant's control.  The Registrant cautions
that these statements are further qualified by important factors that
could cause actual results to differ materially from those in the
forward looking statements, including, among others, the following:
reduced or lack of increase in demand for the Registrant's products,
competitive pricing pressures, changes in the market price of
ingredients used in the Registrant's products and the level of
expenses incurred in the Registrant's operations.  In light of these
risks and uncertainties, there can be no assurance that the forward-
looking information contained herein will in fact transpire or prove
to be accurate.  The Registrant disclaims any intent or obligation to
update "forward looking statements."

ITEM 7.  FINANCIAL STATEMENTS.

     Financial statements as of and for the year ended December 31,
2001, and for the year ended December 31, 2000 are presented in a
separate section of this report following Item 13.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.

     Not Applicable

                                  PART III.

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS AND COMPLIANCE WITH SECTION
16(A) OF THE EXCHANGE ACT.

Officers and Directors.

     The names, ages, and respective positions of the directors,
executive officers, and key employees of the Registrant are set forth
below; there are no other promoters or control persons of the
Registrant. The directors named below will serve until the next annual
meeting of the Registrant's stockholders or until their successors are
duly elected and have qualified.  Directors are elected for a one-year
term at the annual stockholders' meeting.  Officers will hold their
positions at the will of the board of directors, absent any employment
agreement.  There are no arrangements, agreements or understandings
between non-management shareholders and management under which non-
management shareholders may directly or indirectly participate in or
influence the management of the Registrant's affairs.  The directors
and executive officers of  the Registrant are not a party to any
material pending legal proceedings and, to the best of their knowledge,
no such action by or against them has been threatened.

     On February 8, 2001, the Registrant's Board of Directors was
expanded to six members through the addition of Gary Borglund, Gary
Fox and Richard Overdorff.  On February 9, 2001, Brooks M. Freeman and
Charles Bartell resigned their respective board positions thereby
reducing the total number of Board members to four.  On February 16,
2001 Jon Richard Marple resigned from the Board as well as his
position of Chairman and President of the Registrant.  On February 20,
2001, Gary Borglund was appointed as Chairman and President of the
Registrant.

     On November 15,2001, as a part of the acquisition of H J
Ventures, Inc. by the Registrant, Lowell Holden was appointed to the
Board of Directors. On November 15, 2001 Gary Fox resigned as CFO,
Treasurer and from the Board of the Registrant reducing the total
number of board members to three. Effective November 15, 2001 Greg
Johnson was named President and CEO and Lowell Holden was named CFO.
Gary Borglund resigned as President and retained the office of
Chairman of the Board.

Gregory T. Johnson, President.

     Mr. Johnson, age 43, received his Bachelor of Arts degree in
accounting in 1980 from the University of St. Thomas, St. Paul,
Minnesota.  He was awarded his Certified Public Accountant certificate
in 1980.  From 1990 to 1997, Mr. Johnson served as the president of
Quality Video and Special Products, Inc. In this position, he was
responsible for creating the USA operation and subsidiary of
Quality/Dino International (a 45-year-old sales and marketing company
headquartered in Winnipeg with main operations in Canada and United
Kingdom).  He personally managed all aspects of this business
including sales and marketing, finance, operations and international
licensing.  From 1997 to 1999, Mr. Johnson was employed as president
of Upland Global Corporation, a nutracuetical company that sells
products via network marketing, telemarketing and through retail stores.

     From 1999 to the present, Mr. Johnson has served as the president
and chief executive officer of Advants Inc., a public Internet access
company that has created a nationwide network of kiosk terminals in a
wide variety of public locations including grocery stores, hotels,
restaurants, shopping malls, bowling alleys and truck stops.  In this
position, he has been responsible for developing and implementing the
business plan for this innovative concept and establishing the
corporation that became the leading provider of public Internet access
terminals

Gary Borglund, Chairman/Secretary/Director.

     Mr. Borglund, age 53, has professional experience which includes
ten years spent in new ventures and as a principle and executive, as
well as ten years as a consultant.  For the last three years, Mr.
Borglund has worked exclusively with early stage high tech and
Internet companies.  Most recently, he was as a Board member of Global
Games, a position he assumed in August 1997.  Mr. Borglund was elected
President and Chairman of the Board and CEO in June 1998.  In this
position, he has dealt with issues regarding funding and restructuring
of debt.  Mr. Borglund has remained in those capacities with regard to
Global Games to date.

     Mr. Borglund was Vice President of Marketing for Greenhaven
Marketing from 1991 to 1996 and a Director of RedOak Management from
1996 to 2000.  Mr. Borglund has attended the University of Minnesota.

Lowell Holden, Chief Financial Officer/Director.

     Mr. Holden, age 59, brings to the Registrant over 35 years of
management experience with principal emphasis in he areas of finance
and operations.  His business career includes both large and small
companies with a deep background in start-ups and turnarounds. From
June 2001 to the present, he has served as President and a Director of
H J Ventures, Inc. He served as Vice President Strategic Partnerships
for Advants Inc. from June 1999 to February 2001.  He was responsible
for the partnerships that the company forged with other entities, including
AOL and govWorks.

     Mr Holden is President of L S Enterprises, Inc a 21-year-old
private company that has engaged in consulting services including
financial and operational. He graduated from Iowa State University
after which his initial employer was Cargill, Inc. and later served a
term on the corporate audit staff for the Dayton Hudson Corporation
which is now Target, Inc.

Richard Overdorff, Director.

     Mr. Overdorff, 59, brings a broad base of experience in multiple
disciplines for application to corporate planning and operations.  His
business career includes corporate management with an international
airline, serving as a Management Consultant to blue chip corporations
with Golightly & Co International of New York City, and the management
of a Financial Services practice providing investment services to
individuals and closely held businesses.  A 1967 MBA graduate in
Marketing and Finance from Penn State University, he earned the
designation of Certified Financial Planner in 1984, is licensed as a
Securities Principal, an Insurance Broker and a California Real Estate
Broker.  For the past fourteen years, Mr. Overdorff has been an
Independent Registered Representative with TransAm Financial Group,
Inc.  He is a member of the Financial Planning Association, on the
Board of the Orange County Financial Society and a Board Member of the
Irvine Valley College Foundation Board of Governors.

Compliance with Section 16(a) of the Exchange Act.

     Section 16(a) of the Securities Exchange Act of 1934 requires the
Registrant's directors,  certain officers and persons holding 10% or
more of the Registrant's common stock to file reports regarding their
ownership and regarding their acquisitions and dispositions of the
Registrant's common stock with the Securities and Exchange Commission.
Such persons are required by SEC regulations to furnish the Registrant
with copies of all Section 16(a) forms they file.

     Based solely upon a review of Forms 3 and 4 and amendments
thereto furnished to the registrant under Rule 16a-3(d) during fiscal
2001, Forms 5 with respect to fiscal 2001, and certain written
representations from executive officers and directors, the Registrant
is unaware that any required reports were not timely filed.

Compliance with Section 16(a) of the Exchange Act.

     Section 16(a) of the Securities Exchange Act of 1934 requires the
Registrant's directors,  certain officers and persons holding 10% or
more of the Registrant's common stock to file reports regarding their
ownership and regarding their acquisitions and dispositions of the
Registrant's common stock with the Securities and Exchange Commission.
Such persons are required by SEC regulations to furnish the Registrant
with copies of all Section 16(a) forms they file.

     Based solely upon a review of Forms 3 and 4 and amendments
thereto furnished to the registrant under Rule 16a-3(d) during fiscal
2001, Forms 5 with respect to fiscal 2001, and certain written
representations from executive officers and directors, the Registrant
is unaware that any required reports were not timely filed.

ITEM 10.  EXECUTIVE COMPENSATION.

     Since the current directors and officers of the Registrant
recently joined the Registrant in 2001, and all previous officers and
directors have resigned, there is no executive compensation to
disclose for the current officer and directors.  The following table
sets forth certain information relating to the compensation paid by
the Registrant during the last three fiscal years to the Registrant's
President.  No other executive officer of the Registrant received
total salary and bonus in excess of $100,000 during the fiscal year
ended December 31, 2000 and prior.



<TABLE>
<CAPTION>


                                          Summary Compensation Table

                           Annual compensation                      Long-term Compensation
                                                                 Awards           Payouts
Name and                                 Other           Restricted   Securities
principal                                annual             stock     underlying      LTIP    All other
position       Year     Salary   Bonus   compensation     award(s)    options/SARs    payouts compensation
                          ($)     ($)       ($)             ($)           (#)           ($)       ($)
   (a)          (b)       (c)     (d)       (e)             (f)           (g)           (h)       (i)
<S>            <C>      <C>      <C>     <C>             <C>          <C>             <C>     <C>

Jon R. Marple  2001     $12,784    0         0                0            0             0         0
President      2000     $84,000(1) 0    $6,000(2)             0            0             0         0
               1999     $72,000(3) 0    $6,000                0            0             0         0

Gary Borglund  2001        0       0         0                0            0             0         0
President

Gregory T.     2001     $25,000    0         0                0            0             0         0
Johnson,
President
</TABLE>



(1)  Includes $44,000 of salary accrued and not paid as of December 31, 2000.

(2)  Represents charges for rent of home office space that was the
principal office of the Registrant.  This entire amount was accrued
and unpaid as of December 31, 2000.

(3)  Includes $42,000 of  salary that was accrued and not paid.  This
compensation and all other amounts owed to Mr. Marple were converted
into shares of Class A Preferred Stock in July, 1999.

Directors of the Registrant who are also employees do not receive
cash compensation for their services as directors or members of the
committees of the Board of Directors.  All directors may be reimbursed
for their reasonable expenses incurred in connection with attending
meetings of the Board of Directors or management committees.

Employment Agreements.

     The Registrant has entered into written employment agreements
with its current officers Greg Johnson and Lowell Holden and L S
Enterprises, Inc, a company owned by Lowell Holden.  On December 15,
2001 Mr Johnson, President and CEO and the Registrant entered into a
three-year employment agreement. Mr Johnson receives a base salary of
$120,000.  The Registrant and Mr Holden entered into a three-year
agreement for which Mr. Holden receives an aggregate of 4,600,000
shares of S-8 registered stock.  In addition, L S Enterprises, Inc.
holds a three year consulting agreement with the Registrant to provide
financial and operational consulting for an aggregate of $60,000 per year.

Other Compensation.

     (a)  There are no annuity, pension or retirement benefits
proposed to be paid to officers, directors, or employees of the
Registrant in the event of retirement at normal retirement date as
there was no existing plan as of December 31, 2001 provided for or
contributed to by the Registrant.

     (b)  Other than as follows, no remuneration is proposed to be
paid in the future directly or indirectly by the Registrant to any
officer or director since there is no existing plan: In March 2001 the
Registrant adopted an Employee Stock Incentive Plan; no options have
yet been granted under this plan.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The following table sets forth information regarding the
beneficial ownership of shares of the Registrant's common stock as of
March 31, 2002 (78,963,411 issued and outstanding) by (i) all
stockholders known to the Registrant to be beneficial owners of more
than 5% of the outstanding common stock; and (ii) all directors and
executive officers of the Registrant as a group:

Title of         Name and Address                     Amount of      Percent of
Class            of Beneficial Owner(1)               Beneficial        Class
                                                      Ownership(2)

Common Stock     Lowell Holden                       10,720,000 (3)    13.57%
                 7550 14th Avenue South, Suite 168
                 Minneapolis, MN  84097

Common Stock     Marcine Aniz Uhler                   8,000,000 (4)    10.13%
                 3900 Birch St., Suite 113
                 Newport Beach, California 92108

Common Stock     Gary Borglund                        3,000,000         3.80%
                 7550 14th Avenue South, Suite 168
                 Minneapolis, MN  84097

Common Stock     Richard Overdorff                    1,300,000 (5)     1.65%
                 7550 14th Avenue South, Suite 168
                 Minneapolis, MN  84097

Common Stock     Greg Johnson                              0            0.00%
                 7550 14th Avenue South, Suite 168
                 Minneapolis, MN  84097

Common Stock     Shares of all directors and executive 15,020,000      19.02%
                 officers as a group (4 persons)

(1)  Except as noted, each person has sole voting power and sole
dispositive power as to all of the shares shown as beneficially owned
by them.

(2)  None of these security holders has the right to acquire any amount
of the shares within sixty days from options, warrants, rights,
conversion privilege, or similar obligations.

(3)  6,180,000 of this total is held in the name of LS Enterprises,
Inc., of which is controlled by Mr. Holden, who is the president and a
director of that company.

(4)  6,000,000 of this total is held in the name of Pelham Associates,
Inc., of which Ms. Uhler is the President and a Director (the shares
of Pelham are owned by The Michael Andrew Trust, of which Ms. Uhler is
the trustee).

(5)  These shares are held in the name of Ken Blomhofer, who resides
in Mr. Overdorff's household.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     During the past two years, there have not been any transactions
that have occurred between the Registrant and its officers, directors,
and five percent or greater shareholders, except as follows:

     (a)  From July 1997 to December 2000 the Registrant rented
approximately 300 square feet of office space from Jon R. Marple.  The
Registrant accrued rent at $500.

     (b)  In 2000, the Registrant borrowed additional funds from Jon
R. Marple, the son, and Jon H. Marple, the father.  These amounts
totaled approximately $220,000 and have been accruing interest at a
rate of 12% until January 31, 2001.  In February 2001, these amounts
totaling $149,874 owed to Jon R. Marple and $110,075 owed to Jon H.
Marple were converted into convertible debentures bearing an interest
rate of 8%.  The terms of the convertible debentures are such that
they are convertible at the option of the holder into common stock of
the Registrant at a twenty percent discount to market if they are not
paid in full by May 31, 2001.  Interest does not begin to accrue on
the notes until after May 31, 2001.

     (c)  The Registrant entered into an agreement with IJNT
International, Inc. (later known as Universal Broadband Networks, Inc.
or "UBNT"), to provide certain services to UBNT in exchange for freely
trading common stock in UBNT.  The Registrant received 25,000 shares
of UBNT common stock valued at $246,875 in order to direct business to
the UBNT domain name registration platform and conduct certain
advertising and marketing efforts for UBNT.  The Registrant also
agreed to allow UBNT to solicit the Registrant's customers for
purposes of selling Internet access and custom web design.  The
Registrant recognized the full $246,875 as income in 2000 as its
obligation to UBNT expired with UBNT filing for bankruptcy protection
and ceasing business.  The company is controlled by Jon H. Marple.

     (d)  On November 15, 2001 the Registrant entered into an
Agreement of Sale of Shares with H.J. Ventures, Inc., a company
controlled by Mr. Holden.  Under this agreement, the Registrant
acquired 100% of the outstanding stock of this company.  The purchase
price for these shares was 12,000,000 shares of restricted common
stock of the Registrant.

     In addition, on this date and in connection with the acquisition,
Messrs. Holden and Johnson each entered into an employment agreement
with the Registrant.  Under these agreements, the following is to be paid:

     (1)  Mr. Holden: the sum of 4,800,000 shares of restricted stock,
issued at the rate of 400,000 shares per quarter for 12
consecutive quarters commencing with the initial issue being
December 31, 2001; the shares will be issued under the terms of
the Employee Stock Incentive plan per Form S-8.

     (2)  Mr. Johnson: the sum of $120,000.00 annually; and health
insurance in favor of this employee and his dependents.

     Finally, on this date and also in connection with the
acquisition, the Registrant entered into a consulting agreement with L
S Enterprises, a company controlled by Mr. Holden.  Under this
agreement and in exchange for certain consulting services to be
rendered to the Registrant, it will be paid the sum of $60,000.00
annually; and an aggregate of 5,000,000 restricted shares of common
stock providing the Registrant in combination with the H J Ventures,
Inc. reaches total sales of $1,500,000 for the 24-month period ending
December 31, 2003 - if sales do not reach this total, a pro-rata
number of shares will be issued based on the formula of total net
sales achieved for this period divided by 1,500,000 times 5,000,000.

For each of the transactions noted above, the transaction was negotiated,
on the part of the Registrant, on the basis of what is in the best interests
of the Registrant and its shareholders.  In addition, in each case the
interested affiliate did vote in favor of the transaction; however, the full
board of directors did make the determination that the terms in each case
were as favorable as could have been obtained from non-affiliated parties.

     (e)  Certain of the officers and directors of the Registrant are
engaged in other businesses, either individually or through
partnerships and corporations in which they have an interest, hold an
office, or serve on a board of directors.  As a result, certain
conflicts of interest may arise between the Registrant and its
officers and directors.  The Registrant will attempt to resolve such
conflicts of interest in favor of the Registrant.  The officers and
directors of the Registrant are accountable to it and its shareholders
as fiduciaries, which requires that such officers and directors
exercise good faith and integrity in handling the Registrant's
affairs.  A shareholder may be able to institute legal action on
behalf of the Registrant or on behalf of itself and other similarly
situated shareholders to recover damages or for other relief in cases
of the resolution of conflicts is in any manner prejudicial to the Registrant.

ITEM 13.  EXHIBITS, REPORTS ON FORM 8-K, AND INDEX TO FINANCIAL STATEMENTS.

Exhibits.

     Exhibits included or incorporated by reference in this document
are set forth in the Exhibit Index.

Reports on Form 8-K.

     The following reports on Form 8-K were filed during the last
quarter of the fiscal year covered by this report:

     (a)  On November 28, 2001, the Registrant filed a Form 8-K/A to
amend a Form 8-K filed on March 2, 2001 to report that financial
statements are not required to be filed in connection with this
reported transaction since it constitutes only a license agreement.

     (b)  On November 30, 2001, the Registrant filed a Form 8-K to
report that it had entered into an agreement to acquire all of the
outstanding shares of H. J. Ventures, Inc., a privately held company
that owns and operates public access Internet kiosks throughout the nation.

     (c)  On December 14, 2001, the Registrant filed a Form 8-K/A to
amend the filing made on November 30, 2001 to include certain exhibits
not included in the prior filed report.

Index to Financial Statements.

                                                                        Page

Independent Auditor's Report                                              27

Consolidated Balance Sheet as of December 31, 2001                        28

Consolidated Statements of Operations for the years ended
December 31, 2001 and December 31, 2000                                   29

Consolidated Statements of Changes in Stockholders'
Equity (Deficit) for the years ended December 31, 2001
and December 31, 2000                                                     30

Consolidated Statements of Cash Flows for the years ended
December 31, 2001 and December 31, 2000                                   31

Notes to Consolidated Financial Statements                                32

                                    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.

                                              JustWebIt.com, Inc.


Dated: April 12, 2002                         By: /s/Gregory T. Johnson
                                              Gregory T. Johnson, President

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

                                              /s/ Gregory T. Johnson
                                              Gregory T. Johnson
                                              President
April 12, 2002

                                              /s/ Lowell Holden
                                              Lowell Holden
                                              Treasurer/Chief Financial
                                              Officer (principal financial
                                              and accounting
                                              officer)/Director
April 12, 2002

                                              /s/ Gary Borglund
                                              Gary Borglund
                                              Secretary/Chairman of the
                                              Board
April 12, 2002

                                              /s/ Richard Overdorff
                                              Richard Overdorff
                                              Director
April 12, 2002


                           INDEPENDENT AUDITOR'S REPORT



Board of Directors
JustWebit.com, Inc.
Orem, Utah


We have audited the accompanying consolidated balance sheet of
JustWebit.com, Inc. and Subsidiaries, a Nevada corporation, as of
December 31, 2001, and the related consolidated statements of
operations, changes in stockholders' equity (deficit), and cash flows
for the years ended December 31, 2001 and 2000.  These financial
statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements
based on our audits.

We conducted our audits in accordance with auditing standards
generally accepted in the United States of America.  Those standards
require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial position
of JustWebit.com, Inc. and Subsidiaries as of December 31, 2001, and
the results of their operations, changes in stockholders' equity
(deficit), and their cash flows for the years ended December 31, 2001
and 2000 in conformity with accounting principles generally accepted
in the United States of America.

The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As
discussed in Note 9 to the consolidated financial statements, the
Company has cash flow constraints, and an accumulated deficit, and has
suffered recurring losses from operations. These factors, among
others, raise substantial doubt about the Company's ability to
continue as a going concern. Management's plans in regard to these
matters are also described in Note 9. The consolidated financial
statements do not include any adjustments that might result from the
outcome of this uncertainty.


/s/  Smith & Company
Smith & Company,
Certified Public Accountants
Salt Lake City, Utah
March 25, 2002

                    JUSTWEBIT.COM, INC. AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEET

                                  ASSETS

                                                             December 31 2001

CURRENT ASSETS
 Cash in bank                                                $    1,628
 Accounts receivable                                              6,528
 Inventory                                                      542,879
 Prepaid expenses                                               152,000

     TOTAL CURRENT ASSETS                                       703,035

PROPERTY AND EQUIPMENT (Net of depreciation of $9,667)           48,416

OTHER ASSETS
 Deposits                                                         1,784
 Internet domain name                                            50,000
 Software (Net of amortization of $2,083)                       608,417
 Software distribution license                                  250,000

                                                             $1,661,652

                  LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
 Accounts payable and accrued expenses                       $  233,040
 Notes payable (Note 5)                                         311,611
 Payable - related parties (Note 3)                             484,571

     TOTAL CURRENT LIABILITIES                                1,029,222

Contingencies (Note 10)                                               0

STOCKHOLDERS' DEFICIT
 Common stock, $.001 par value;
 Authorized 100,000,000 shares;
 Issued and outstanding 58,774,394 shares                        58,774
 Additional paid-in capital                                   7,805,721
 Retained earnings (deficit)                                 (7,232,065)

     TOTAL STOCKHOLDERS' EQUITY                                 632,430

                                                             $1,661,652

          See accompanying notes to consolidated financial statements

                      JUSTWEBIT.COM, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS

                                                  Years ended December 31
                                                      2001        2000

Sales                                               $  174,825  $  556,944
Cost of sales                                           33,631      96,147
   GROSS PROFIT                                        141,194     460,797

General and administrative expenses                    840,348   2,069,045
Depreciation and amortization                            4,331      15,116
Interest and bank charges (net of interest income)      81,943      47,845
                                                       926,622   2,132,006

Net income (loss) before income taxes                 (785,428) (1,671,209)

Income tax expense (benefit) (Note 4)                      100         100

     NET (LOSS) FROM CONTINUING OPERATIONS            (785,528) (1,671,309)

EXTRAORDINARY ITEM
Gain on extinguishment of debt                               0       18,130

     NET (LOSS)                                     $ (785,528)  $(1,653,179)

BASIC AND DILUTED LOSS PER COMMON SHARE
(Loss) from continuing operations                   $     (.02)  $      (.14)
Income from extraordinary items                            .00           .00

     NET (LOSS)                                     $     (.02)  $       (.14)

Weighted average number of common shares used to
compute net income (loss) per weighted average
share                                               34,742,678     12,157,964

        See accompanying notes to consolidated financial statements

                     JUSTWEBIT.COM, INC. AND SUBSIDIARIES
     CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)



<TABLE>
<CAPTION>

                                        Common Stock              Additional        Retained
                                      Par Value $.001              Paid-in           earnings
                                   Shares           Amount         capital          (deficit)
<S>                               <C>               <C>           <C>              <C>
Balances at 12/31/99              10,766,258        $   10,766    $4,851,538       $(4,733,653)
 Issuance of restricted common
 stock to settle debt at $.31
 and $.75                             93,471                93        29,266
 For services at $.04 to $.75      1,763,943             1,764       214,326
 For cash at $.33 to $.90            673,250               673       275,359
 For domain name at $.31              84,746                85        26,398
 Issuance of S-8 common stock
 For services at $.05 to $3.25     1,017,554             1,018       462,664
 Net loss for year                                                                  (1,653,179)
Balances at 12/31/00              14,399,222            14,399     5,859,551        (6,386,832)

Issuance of restricted common stock
 For cash at $.075                 1,000,000             1,000        74,000
 For cash at $.02                  2,750,000             2,750        52,250
 For licensing agreement at $.05   5,000,000             5,000       245,000
 To acquire subsidiary at $.02    12,000,000            12,000     1,010,377          (59,705)
 For services at $.01                550,000               550         4,950
 Issuance of S-8 common stock
 For services at $.02 to $.075    23,075,172            23,075       559,593
 Net loss for year                                                                   (785,528)
Balances at 12/31/01              58,774,394            58,774     7,805,721       (7,232,065)
</TABLE>


               See accompanying notes to consolidated financial statements

                             JUSTWEBIT.COM, INC. AND SUBSIDIARIES
                           CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                      Years ended December 31
                                                          2001        2000

OPERATING ACTIVITIES
 Net (loss)                                           $  (785,528) $(1,653,179)
 Adjustments to reconcile net (loss) to net cash
 (required) by operating activities:
 Stock issued for expenses                                430,668      679,772
 Depreciation and amortization                              4,331       15,116
 Interest accrued on notes payable                         86,017       30,000
 Book value of assets abandoned                            46,504            0
Changes in assets and liabilities:
 Prepaid expenses                                               0      202,949
 Accounts receivable                                        5,472        6,419
 Related party receivables                                      0      124,000
 Inventory                                                 (3,649)           0
 Deposits                                                   3,593            0
 Accounts payable and accrued liabilities                 (13,241)      (9,486)
 Deferred revenue                                               0     (226,302)
 Net Cash (Required) By
Operating Activities                                     (225,833)    (830,711)

INVESTING ACTIVITIES
 Sale of securities                                             0      246,875
 Purchase of equipment                                          0      (25,806)
 Net Cash Provided By
Investing Activities                                            0      221,069

FINANCING ACTIVITIES
 Loans                                                     20,000            0
 Loan - payments                                          (17,142)           0
 Loans - related parties                                   87,182      168,675
 Sale of common stock                                     130,000      276,032
 Net Cash Provided By
 Financing Activities                                     220,040      444,707

(DECREASE) IN CASH AND CASH EQUIVALENTS                    (5,793)    (164,935)

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR              7,421      172,356

CASH AND CASH EQUIVALENTS AT END OF YEAR                    1,628        7,421

Supplemental Disclosures of Cash Flow Information
 Cash paid during the year for:
  Interest                                                  3,066            0
  Income taxes                                                100          100

Noncash Investing and Financing Activities
During 2001, the Company issued 12,000,000 shares to acquire a
subsidiary with net assets of $1,022,377, acquired a software license
valued at $250,000 with 5,000,000 shares, and issued 550,000 shares to
settle debts of $5,500.

          See accompanying notes to consolidated financial statements

                    JUSTWEBIT.COM, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business Activity

JustWebit.com (through its subsidiary Media Rage of Utah, Inc.) offers
small to mid-sized businesses an end-to-end solution that addresses
the challenges associated with implementing a successful e-commerce
strategy.  The Company offers any business access to its free e-
commerce web site builder and sells a comprehensive suite of products
and services designed to assist businesses create a successful online
presence.   As of December 31, 2001, the Company hosted in excess of
9,000 web sites.

The Company (through its subsidiary H.J. Ventures, Inc.) manufactures,
sells, and licenses public internet access kiosks and related software.

Accounting Methods

The Company recognizes income and expenses based on the accrual method
of accounting.

Principles of Consolidation

The balance sheet contains the accounts of the Company and its wholly-
owned subsidiaries Media Rage of Utah, Inc., and H.J. Ventures, Inc.,
which was acquired effective October 1, 2001.  The statements of
operations for 2001 and 2000 contain the accounts of the Company and
Media Rage.  The statement of operations for 2001 also contains the
accounts of H.J. Ventures beginning October 1, 2001.

Revenue Recognition

Revenue is recognized when sales contracts are fulfilled or when
services are provided.  In the case of revenue recognition on long-
term contracts, revenue is recognized ratably over the life of the contracts.

Earnings (Loss) Per Share

Basic loss per share is computed by dividing net loss available to
common stockholders by the weighted average number of shares
outstanding during the periods presented.  No diluted loss per share
amounts are disclosed because their effect is antidilutive. Stock
options to purchase shares of common stock that were outstanding
during 2001 which were not included in the computation of diluted loss
per share because the effect would have been antidilutive were 135,000.

Property and Equipment

Property and equipment are depreciated over their estimated useful
lives.  Depreciation and amortization are computed using straight-line
methods over an estimated life of five to seven years.

Cash and Cash Equivalents

For financial statement purposes, the Company considers all highly
liquid investments with an original maturity of three months or less
when purchased to be cash equivalents.

Income Taxes

The Company records the income tax effect of transactions in the same
year that the transactions enter into the determination of income,
regardless of when the transactions are recognized for tax purposes.
Tax credits are recorded in the year realized.

The Company utilizes the liability method of accounting for income
taxes as set forth in Statement of Financial Accounting Standards No.
109, "Accounting for Income Taxes" ("SFAS 109").  Under the liability
method, deferred taxes are determined based on the difference between
the financial statement and tax bases of assets and liabilities using
enacted tax rates in effect in the years in which the differences are
expected to reverse.  An allowance against deferred tax assets is
recorded when it is more likely than not that such tax benefits will
not be realized.

Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets,
liabilities, revenues, and expenses during the reporting period.
Estimates also affect the disclosure of contingent assets and
liabilities at the date of the financial statements.  Actual results
could differ from these estimates.

Segment Information

In 2001, the Company's Media Rage and H J Ventures subsidiaries had
sales of $143,983 and $30,842, cost of goods sold of $26,420 and
$7,211, general and administrative expenses of $323,801 and $123,742,
and net loss of $195,580 and $110,035, respectively.  The Company's
corporate division, which generates no income and incurs costs for
corporate employees and corporate overhead costs, had costs totaling
$479,913 for the twelve month period ending December 31, 2001.

NOTE 2:  CAPITALIZATION

In May 2000, the Board of Directors and a majority of the shareholders
approved a 1 to 2 stock split.   These financial statements have been
adjusted to reflect these stock changes as if they had been effective
as of the earliest date reported therein.  During 2001, the Company
amended its charter to authorize 250,000,000 shares of common stock.

NOTE 3:  RELATED PARTY TRANSACTIONS

The officers and directors of the Company are involved in other
business activities and may, in the future, become involved in other
business opportunities.  If a specific business opportunity becomes
available, such persons may face a conflict in selecting between the
Company and their other business interests.  The Company has not
formulated a policy for the resolution of such conflicts.

At December 31, 2001 the Company owed $484,571 to related parties for
loans and payments made on behalf of the Company.  As of February 8,
2001, $259,971 owed to related parties were converted to 8%
convertible debentures.

NOTE 4:  INCOME TAXES

Income tax expense was $100 for the year ended December 31, 2001 ($100
for 2000).  Such amounts differ from the amounts computed by applying
the United States Federal income tax rate of 34% to loss before income
taxes as a result of the following:

                                                  2001        2000

Computed "expected" tax benefit               (267,080)     (568,211)
Decrease (increase) in income tax benefit
resulting from:
 Change in valuation allowance for
 deferred federal, state, and local
 income tax assets                             277,326      608,086
 State income taxes and other, net             (10,146)     (39,775)

                                                   100          100

The tax effects of temporary differences that give rise to a
substantial portion of the deferred income tax assets are presented
below:

                                                 2001        2000

Net operating loss carryforwards                $7,232,065  $6,386,832

Total gross deferred tax assets                  7,232,065   6,386,832
Less valuation allowance                        (7,232,065) (6,386,832)

     Net deferred tax assets                             0           0

During the years ended December 31, 2001 and 2000, the Company made no
Federal income tax payments.

At December 31, 2001, the Company has approximately $7,200,000
available in net operating loss carryforwards for income tax purposes.
These carryforwards expire in 2006 through 2014.  Due to a change in
control and business activity, the net operating loss carryforwards
will most likely never be realized.

NOTE 5:  NOTES PAYABLE

In December of 1999 the Company received a note in the amount of
$250,000 from Newport Federal Financial.  This note carries an
interest rate of 12% and was due and payable on January 2, 2001, along
with accrued interest of $30,000.  The note has not yet been paid.  As
an incentive for entering into the note agreement, the Company issued
180,000 shares of its common stock to Newport Federal Financial.

The assets of one of the Company's subsidiaries are encumbered by a
note due Central Bank with a balance due of $51,611.  The note was due
April 4, 2001 and bears interest at 11%.

On August 31, 2001, the Company borrowed $20,000 from an individual on
a 60-day note with a fixed-fee of $2,000.  As of December 31, 2001,
the balance remaining on the note was $10,000.

NOTE 6:  STOCK OPTION PLAN AND WARRANTS

At December 31, 2000, the Company set aside 1,000,000 shares of its
common stock for an incentive stock option plan. Options were granted
for 15,000 shares at $.75 and 120,000 shares at $0.375.  The options
vest over a three year period starting November 1, 2001.

The Company recognized compensation cost of $56,250 under the Plan for
the year ended December 31, 2000.  Had compensation cost for the Plan
been determined based on the fair value of the options at the grant
dates consistent with the method of SFAS No. 123, the Company's net
loss and net loss per share would have been:

     Net loss                  As reported     $(1,653,179)
                               Pro forma        (1,788,127)

     Basic loss per share      As reported            (.14)
                               Pro forma              (.15)

These pro forma numbers may not be representative of future
disclosures.  The fair value of each option grant is estimated on the
date of grant using the Black-Scholes method with the following
weighted-average assumptions used for grants in 2000: Risk-free
interest rate of 6.50 percent, expected lives of 3 years and
volatility of 1.41%.  The weighted-average fair value of options
granted during 2000 was $1.41.

NOTE 7:  LEASE

The Company leases office space under non-cancelable operating lease
agreements.  The leases under which the Company operated during 2001
required monthly payments of approximately $1,385 until December 31,
2002.  Rent expense was $31,639 for the year ended December 31, 2001,
and included $17,539 forfeited on prior leases.

NOTE 8:  SUBSEQUENT EVENTS

Subsequent to the year end, the Company raised $60,000 through the
private placement of unregistered common stock.  For the proceeds
3,000,000 shares were issued at a value of $0.02 per share.  The
shares have registrations rights in an anticipated SB-2 offering.

In March 2002, the Company raised $15,000 through a private placement
with the proceeds going to the acquisition of Market Reach
Communications, Inc.  For the proceeds, 1,500,000 shares of common
stock were issued at a value of $0.01 per share.

On March 18, 2002, the Company signed an agreement effective April 1,
2002 to acquire Market Reach Communications, Inc., a company
specializing in virtual imaging printing and "1 to 1 marketing"
concepts.  For this acquisition, the Company issued 8,150,000 shares
of stock and $15,000.  The Company may issue up to a total of
28,150,000 shares of stock and pay up to a total of $300,000 of cash
subject to the sale performance of Market Reach during the next 24 months.

NOTE 9:  GOING CONCERN CONSIDERATIONS

As shown in the accompanying financial statements, the Company has
incurred net losses of $785,528 for the year ended December 31, 2001
and $1,653,179 for the year ended December 31, 2000.  As of December
31, 2001, the Company reported an accumulated deficit of $(7,232,065).
The industry in which the Company operates is very dynamic and
extremely competitive.  The Company's ability to generate net income
and positive cash flows is dependent on the ability to continue to
increase sales while reducing operating costs, as well as the ability
to raise additional capital.  Management is aggressively following
strategic plans to accomplish both objectives, but the success of
these plans is not guaranteed.  As of December 31, 2001, these factors
raise substantial doubt about the Company's ability to continue as a
going concern.

NOTE 10:  CONTINGENCIES

Spectrum Alliance Group claims an obligation to it on the part of the
Company in the amount of $129,300.  A legal analysis of the claim
indicates that any and all claims against the Company by Spectrum
Alliance Group were settled by way of a Settlement Agreement and
Release executed December 30, 1999.  No litigation has been filed, and
management intends to vigorously contest any obligation related to
this claim.

                                 EXHIBIT INDEX

Number                           Description

2.1     Agreement and Plan of Reorganization between the Registrant,
        Media Rage Of Utah, Inc., and the shareholders of Media Rage
        Of Utah, Inc., dated June 1, 1999 (incorporated by reference
        to Exhibit 10.1 to the Form 8-K filed on August 11, 1999).

2.2     Agreement of Sale of Shares between the Registrant and
        shareholders of H.J. Ventures, Inc., dated November 15, 2001
        (incorporated by reference to Exhibit 2 of the Form 8-K/A
        filed on December 14, 2001).

3.1     Articles of Incorporation, dated July 17, 1984 (incorporated
        by reference to Exhibit 3.1 of the Form 10-KSB filed on
        April 13, 2001).

3.2     Articles of Amendment to the Articles of Incorporation,
        dated February 20, 1987 (incorporated by reference to
        Exhibit 3.2 of the Form 10-KSB filed on April 13, 2001).

3.3     Certificate of Amendment of Articles of Incorporation, dated
        March 28, 1994 (incorporated by reference to Exhibit 3.3 of
        the Form 10-KSB filed on April 13, 2001).

3.4     Certificate of Amendment of Articles of Incorporation, dated
        October 31, 1996 (incorporated by reference to Exhibit 3.4
        of the Form 10-KSB filed on April 13, 2001).

3.5     Certificate of Amendment to Articles of Incorporation, dated
        August 17, 1999 (incorporated by reference to Exhibit 3.5 of
        the Form 10-KSB filed on April 13, 2001).

3.6     Bylaws, dated March 1, 2001 (incorporated by reference to
        Exhibit 3.6 of the Form 10-KSB filed on April 13, 2001).

4.1     1999 Equity Incentive Plan, dated May 1, 1999 (incorporated
        by reference to Exhibit 4.1 of the Form S-8 filed on October
        1, 1999).

4.2     Employee Stock Incentive Plan, dated March 5, 2001
        (incorporated by reference to Exhibit 4.1 of the Form S-8
        filed on March 13, 2001).

4.3     Non-Employee Directors and Consultants Retainer Stock Plan,
        dated March 5, 2001 (incorporated by reference to Exhibit
        4.2 of the Form S-8 filed on March 13, 2001).

4.4     Debenture Agreement executed by the Registrant in favor of
        Jon Richard Marple and Jon H. Marple, dated February 8, 2001
        (incorporated by reference to Exhibit 4.3 of the Form 10-QSB
        filed on May 15, 2001).

4.5     Common Stock Purchase Agreement between the Registrant and
        Silverwood Opportunity Fund, dated June 11, 2001
        (incorporated by reference to Exhibit 4.4 of the Form SB-2
        filed on August 31, 2001).

4.6     Amended and Restated Non-Employee Directors and Consultants
        Retainer Stock Plan, dated December 17, 2001 (incorporated
        by reference to Exhibit 4.2 of the Form S-8 POS filed on
        December 21, 2001).

10.1    Exclusive Product License and Distribution Agreement between
        the Registrant and Pelham Associates, Inc., dated February
        16, 2001 (incorporated by reference to Exhibit 10 of the
        Form 8-K filed on March 2, 2001).

10.2    Employment Agreement between the Registrant and Lowell
        Holden, dated November 15, 2001 (incorporated by reference
        to Exhibit 10.1 of the Form 8-K/A filed on December 14, 2001).

10.3    Employment Agreement between the Registrant and Gregory T.
        Johnson, dated November 15, 2001 (incorporated by reference
        to Exhibit 10.2 of the Form 8-K/A filed on December 14, 2001).

10.4    Consulting Agreement between the Registrant and L S
        Enterprises, Inc., dated November 15, 2001 (incorporated by
        reference to Exhibit 10.3 of the Form 8-K/A filed on
        December 14, 2001).

21      Subsidiaries of the Registrant (see below).