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  and
     Exchange Act of 1934

        For the fiscal year ended:          December 31, 1997
                                            -----------------
                                                        or

[]   Transition  report  pursuant to Section 13 or 15(d) of the  Securities  and
     Exchange Act of 1934

        For the transition period from:               to

Commission file number:  33-5902-NY

                     SUPERIOR WIRELESS COMMUNICATIONS, INC.
             (Exact name of registrant as specified in its charter)

         Nevada                                                 22-2774460
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                        Identification Number)

210 South Main Street, Suite 900
         Salt Lake City, Utah                                 84111
(Address of principal executive offices)                      (Zip Code)

Issuer's telephone number, including area code:  (801) 595-0104

Securities registered pursuant to Section 12(b) of the Act:

         Title of each class          Name of each exchange on which registered
                 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
                              (Title of Each Class)

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

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best or 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 aggregate  market value of voting stock held by  non-affiliates  of
the  registrant on August 16, 1999 was $451,067  based on an average bid and ask
price of $0.28125.

         The number of shares  outstanding of the  registrant's  Common Stock on
August 16, 1999 was 2,952,229.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None


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                                      INDEX

                                                                           Page
                                                                          Number
                                     PART I.

Item 1.  Business.                                                           3

Item 2.  Properties.                                                        12

Item 3.  Legal Proceedings.                                                 12

Item 4.  Submission of Matters to a Vote of Security Holders.               12

                                    PART II.

Item 5.  Market for the Registrant's Common Stock and
         Related Stockholder Matters.                                       13

Item 6.  Selected Financial Data.                                           13

Item 7.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations.                               14

Item 8.  Financial Statements and Supplementary Data.                       16

Item 9.  Changes in and Disagreements with Accountants on
         Accounting and Financial Disclosure.                               16

                                    PART III.

Item 10. Directors and Executive Officers of the Registrant.                17

Item 11. Executive Compensation.                                            17

Item 12. Security Ownership of Certain Beneficial Owners and Management.    17

Item 13. Certain Relationships and Related Transactions.                    18

                                    PART IV.

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.  18





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                                     PART I.

OUR ANNUAL REPORT ON FORM 10-KSB ("10-KSB") CONTAINS FORWARD-LOOKING  STATEMENTS
MADE WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT") AND SECTION 21E OF THE  SECURITIES  EXCHANGE ACT OF 1934, AS AMENDED
(THE  "EXCHANGE  ACT").  WORDS  SUCH  AS  "ANTICIPATES,"  "EXPECTS,"  "INTENDS,"
"PLANS," "BELIEVES," "SEEKS," "ESTIMATES," AND SIMILAR EXPRESSIONS IDENTIFY SUCH
FORWARD-LOOKING  STATEMENTS.  THESE  STATEMENTS  ARE NOT  GUARANTEES  OF  FUTURE
PERFORMANCE AND ARE SUBJECT TO CERTAIN RISKS AND  UNCERTAINTIES--  SUCH AS THOSE
DISCUSSED IN THE SECTION ENTITLED  "FACTORS  AFFECTING  NETSCAPE'S  FINANCES AND
BUSINESS PROSPECTS"  BELOW--THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY
FROM THOSE EXPRESSED OR FORECASTED. YOU SHOULD NOT RELY ON THESE FORWARD-LOOKING
STATEMENTS,  WHICH REFLECT ONLY OUR OPINION AS OF THE DATE OF THIS 10-KSB. WE DO
NOT ASSUME ANY OBLIGATION TO REVISE FORWARD-LOOKING  STATEMENTS. YOU SHOULD ALSO
CAREFULLY  REVIEW THE RISK  FACTORS SET FORTH IN OTHER  REPORTS OR  DOCUMENTS WE
FILE FROM TIME TO TIME WITH THE SECURITIES AND EXCHANGE COMMISSION, PARTICULARLY
THE QUARTERLY REPORTS ON FORM 10-QSB AND ANY CURRENT REPORTS ON FORM 8-K.

All statements contained herein that are not historical facts, including but not
limited to, statements  regarding the Company's plans for future development and
operation of its business,  are based on current expectations.  These statements
are  forward-looking  in nature and involve a number of risks and uncertainties.
Actual results may differ materially.  Among the factors that could cause actual
results to differ materially are the following:  a lack of sufficient capital to
finance  the  Company's  business  plan on terms  satisfactory  to the  Company;
pricing pressures which could affect demand for the Company's  service;  changes
in labor,  equipment  and  capital  costs;  a failure by the  Company to attract
strategic partners; general business and economic conditions; and the other risk
factors  described  from time to time in the  Company's  reports  filed with the
Securities  and  Exchange  Commission  ("SEC").  The  Company  wishes to caution
readers not to place  undue  reliance  on any such  forward-looking  statements,
which statements are made pursuant to the Private  Securities  Litigation Reform
Act of 1995, and as such, speak only as of the date made.

ITEM 1. BUSINESS

THE COMPANY

Superior Wireless Communications, Inc. (hereinafter referred to as the "Company"
or "Superior") had been engaged in the business of  accumulating  wireless cable
licenses.   This  business  included  the  accumulation  of  certain  Multipoint
Distribution Service (hereinafter referred to as "MDS"), Multichannel Multipoint
Distribution  Service  (hereinafter   referred  to  as  "MMDS"),   Instructional
Television  Fixed  Service  (hereinafter  referred to as "ITFS")  and  Low-Power
Television Station (hereinafter referred to as "LPTV") rights (collectively MDS,
MMDS,  ITFS and LPTV are sometimes  hereinafter  referred to as "Wireless  Cable
Rights" or "Wireless  Cable  Channels").  The Company had obtained  these rights
through purchases,  leases and lease-purchase  agreements. As of March 31, 1999,
the Company sold  substantially all of its Wireless Cable Rights to assist it in
paying off certain debt and enabling the Company to pursue alternative  ventures
in the Internet industry.

On August  1, 1999 in  accordance  with the  terms and  provisions  of a certain
Purchase Agreement dated as of June 1, 1999 by and between the Company and Media
Rage of Utah,  Inc., a Utah  corporation  ("Media Rage"),  325,000  post-reverse
split (See Item 5 below) shares of the Company's Common Stock, $.001 par

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value per share,  were issued to the shareholders of Media Rage in consideration
of their sale,  assignment and transfer to the Company of all stock  outstanding
in Media Rage. As a consequence of the foregoing transaction,  combined with the
issuance of 50,000  post-reverse split shares of the Company's Common Stock to a
third party for services rendered in connection with such transaction, the total
number of shares of Common Stock issued and outstanding, on a post-reverse split
basis, is 2,952,229 at August 16, 1999.

Media Rage provides  customers with user friendly  software  solutions to design
and operate E-Commerce web sites, including shopping cart technology. Media Rage
also offers custom website design and valuable marketing information and support
for its clients.

The  Company  is  currently  exploring  additional  potential   acquisitions  of
companies  within  the  Internet  industry.  These  include  companies  that are
Internet Service Providers (ISPs), Web Hosting  companies,  e-commerce sites and
auction web sites.  The Company  believes that with a substantial  amount of its
debt paid off,  that it will be able to move  forward  with one or more of these
acquisitions.

Background

On December 12, 1991, Marrco  Communications,  Inc.  (hereinafter referred to as
"Marrco")  was founded for  purposes of  accumulating  Wireless  Cable Rights in
domestic markets.

On March 14,  1994 in  accordance  with the terms  and  provisions  of a certain
Purchase  Agreement  dated as of March 14,  1994 by and  between the Company and
Marrco,  6,500,000  shares of the Company's  Common  Stock,  $.001 par value per
share,  were issued to Marrco or its nominees in consideration of Marrco's sale,
assignment  and  transfer to the Company 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 Company of all debts and
liabilities of Marrco.  Pursuant to the  Agreement,  the business of the Company
that existed on March 13, 1994 was  distributed  to Monroe Arndt,  the President
and a director of the Company, prior to his resignation on March 14, 1994.

On October 25,  1996 the name of the  Company  was changed to Superior  Wireless
Communications,  Inc.  and  each of the  6,004,836  shares  of then  issued  and
outstanding  common stock of the  Corporation  were  exchanged  for one share of
preferred  stock  designated as Class A Convertible  Cumulative  Preferred Stock
(the  "Class A  Preferred  Stock"),  par value of $.001 per  share.  The Class A
Preferred  Stock  carries a ten percent (10%)  dividend,  which could be paid in
common stock, and was convertible into Common Stock of the Company as of October
25,  1998 (the  "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.  The holders of the remaining shares of Class A Preferred Stock that were
issued after October 16, 1998,  totaling 3,767,501 shares,  agreed to convert at
the same  rate of five  shares  of  common  stock for every one share of Class A
Preferred Stock. The latter conversion was effective simultaneous to the reverse
stock split described below.

In 1998,  the  Company  issued  approximately  530,000  shares  of its  Series A
Preferred stock to satisfy debts and liabilities in the amount of $385,000.

In the first two  quarters of 1999,  the Company  sold  certain  wireless  cable
licenses  in  exchange  for stock in  another  company.  This  stock  along with
2,914,954  shares of the Company's Series A Preferred stock were used to satisfy
notes and other obligations that totaled approximately $1,450,000.

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Effective  August 16, 1999,  the Company  effectuated a reverse stock split at a
rate of  twenty-to-one.  This resulted in 2,577,229 shares of common stock being
outstanding as of that date and no preferred shares are outstanding. The Company
is  obligated  to issue up to 375,000  shares of its post  reverse-split  common
stock  for the  acquisition  of Media  Rage of Utah,  Inc.  (See  PART II- Other
Information). This results in 2,952,229 shares of common stock outstanding as of
August 16, 1999.

Overview

The Company had originally  targeted small to mid-size  markets with significant
numbers  of  line-of-sight  households  that do not have  access to  traditional
hard-wire  cable.  It was the Company's  intention to construct  wireless  cable
systems  within those  markets.  Financing of the  development of wireless cable
proved to be impossible. Indeed, the wireless cable industry has evaporated with
several  of the  largest  wireless  cable  companies  in the  country  declaring
bankruptcy.  The Company  decided to sell its wireless cable assets to assist it
in repaying debt and financing the entrance into the Internet industry.

In 1999, the Company began exploring business opportunities  associated with the
Internet.  On August 1, 1999 in  accordance  with the terms and  provisions of a
certain  Purchase  Agreement dated as of June 1, 1999 by and between the Company
and  Media  Rage of Utah,  Inc.,  a Utah  corporation  ("Media  Rage"),  325,000
post-reverse  split (See Item 5 below)  shares of the  Company's  Common  Stock,
$.001 par value per  share,  were  issued to the  shareholders  of Media Rage in
consideration of their sale, assignment and transfer to the Company of all stock
outstanding  in Media  Rage.  As a  consequence  of the  foregoing  transaction,
combined with the issuance of 50,000  post-reverse split shares of the Company's
Common  Stock to a third party for  services  rendered in  connection  with such
transaction,  the total number of shares of Common Stock issued and outstanding,
on a post-reverse split basis, is 2,952,229 at August 16, 1999.

Media Rage provides  customers with user friendly  software  solutions to design
and operate E-Commerce web sites, including shopping cart technology. Media Rage
also offers custom website design and valuable marketing information and support
for its clients.

INDUSTRY OVERVIEW

Industry Overview

The Internet, a network of hundreds of interconnected,  separately  administered
public and commercial networks,  has emerged as a global  communications  medium
enabling   millions  of  people  to  share   information  and  conduct  business
electronically.  During  the past few  years,  the  number  of  Internet  users,
advertisers and content developers and businesses online has grown dramatically.
With readily available,  low-cost Internet access,  consumers and businesses are
making  increased use of Web browsers,  electronic  mail,  corporate  intranets,
telecommuting, online advertising and electronic commerce.

The Company is  specifically  targeting  E-Commerce  as its industry  within the
Internet.  Through the Media Rage acquisition,  the Company believes that it can
position  itself to provide  inexpensive  E-Commerce  solutions  to  businesses.
According to Forrester  Research,  within the next five years,  online  commerce
will exceed $340 billion. The Company believes that this growth in the number of
users will drive more  substantial  increases  in  Internet  advertising,  which
International  Data Corporation  ("IDC")  estimates will grow to $2.9 billion in
2000.

Internet usage continues to be stimulated by a number of factors,  including the
emergence  of the World Wide Web,  the  increasing  sophistication  of  Internet
browsers and  Web-enabled  software,  the  availability  of low-cost,  flat-rate
pricing for Internet access and online services,  and the wealth of increasingly
useful information  published on the Internet.  Increased Internet usage and the
availability of powerful new tools

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for  the  development  and  distribution  of  Internet  content  have  led  to a
proliferation of Internet-based services, such as advertising, online magazines,
specialized  news feeds,  interactive  games and educational  and  entertainment
applications, that are increasingly incorporating multimedia information such as
video and near-CD-quality  audio clips. The Internet has the potential to become
a platform through which consumers and businesses  easily access rich multimedia
information and entertainment,  creating new sources of revenue for advertisers,
content  providers  and  businesses.  The  growth of  Internet  advertising  and
commerce depends, in part, on the ability of advertisers and online merchants to
deliver a  compelling  multimedia  message  to  attract  viewers  and  potential
customers.

It is estimated that  approximately 45% of US households have personal computers
and that 70% of businesses already have Internet access.

The  Company  believes  that  through  the  acquisition  of Media Rage and other
potential  acquisition  targets, it can exploit the growth of the Internet,  and
specifically that of commerce conducted online.

Competition

The  markets  for  consumer  and  business   Internet   services  are  extremely
competitive,  and the Company  expects that  competition  will  intensify in the
future.

Content  aggregators  seek to provide a "one-stop"  shop for Internet and online
users. Their success depends on capturing audience flow,  providing  ease-of-use
and offering a range of content that appeals to a broad audience. Their business
models are  predicated on attracting  and retaining an audience for their set of
offerings.  Leading  companies in this area include America Online,  CompuServe,
Excite, Inc. ("Excite"),  Microsoft and Yahoo!  Inc.("Yahoo!").  In this market,
competition  occurs in acquiring  both content  providers and  subscribers.  The
principal bases of competition in attracting  content  providers include quality
of demographics, audience size, cost- effectiveness of the medium and ability to
create differentiated experiences using aggregator tools. The principal bases of
competition in attracting  subscribers  include  richness and variety of content
and ease of access to the desired content.  The proprietary online services such
as America  Online,  CompuServe  and MSN have the advantage of a large  customer
base, industry experience, many content partnerships and significant resources.

Many of the Company's  competitors and potential  competitors have substantially
greater financial,  technical and marketing resources,  larger subscriber bases,
longer  operating  histories,  greater  name  recognition  and more  established
relationships  with  advertisers and content and application  providers than the
Company.  Such  competitors  may be able to undertake more  extensive  marketing
campaigns,  adopt more aggressive pricing policies and devote substantially more
resources to developing  Internet  services or online  content than the Company.
There can be no assurance that the Company will be able to compete  successfully
against current or future competitors or that competitive pressures faced by the
Company will not materially  adversely affect the Company's business,  operating
results or financial  condition.  Further, as a strategic response to changes in
the competitive  environment,  the Company may make certain pricing,  service or
marketing decisions or enter into acquisitions or new ventures that could have a
material  adverse  effect  on  the  Company's  business,  operating  results  or
financial condition.

Regulatory Environment

The  Federal  Government  or the state  governments  generally  have not heavily
regulated  business  on the  Internet,  as a whole.  There  has been talk of new
legislation,  on both a Federal and state level,  to increase  regulation of the
Internet and  potentially  exploit new  taxation  revenue  sources.  The Company
cannot predict the impact, if any, that future regulation or regulatory  changes
might have on its business.


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In the United States,  the Company is not currently subject to direct regulation
other than pursuant to laws applicable to businesses generally.  Adverse changes
in the  legal or  regulatory  environment  relating  to the  interactive  online
services and Internet industry in the United States,  Europe, Japan or elsewhere
could  have a  material  adverse  effect on the  Company's  business,  financial
condition  and  operating  results.  A  number  of  legislative  and  regulatory
proposals from various international bodies and foreign and domestic governments
in  the  areas  of  telecommunication  regulation,  access  charges,  encryption
standards, content regulation,  consumer protection,  advertising,  intellectual
property,  privacy,  electronic  commerce,  and taxation,  among others, are now
under  consideration.  The Company is unable at this time to predict  which,  if
any, of such  proposals may be adopted and, if adopted,  whether such  proposals
would have an adverse effect on the Company's business,  financial condition and
operating results.

Business Strategy

YEAR 2000 IMPLICATIONS

Many currently  installed  computer  systems and software  products are coded to
accept only two-digit entries in the date code field and cannot distinguish 21st
century  dates from 20th  century  dates.  These date code  fields  will need to
distinguish  21st century dates from 20th century  dates and, as a result,  many
companies'  software and computer systems may need to be upgraded or replaced in
order to comply  with such  "Year  2000"  requirements.  The  Company  is in the
process of  assessing  the Year 2000  issue.  The Company  believes  that it can
protect  itself  from the Year 2000 issue by  purchasing  only  certified  "Y2K"
compliant hardware and software.  The Company has not incurred material costs to
date in this process, and currently does not believe that the cost of additional
actions will have a material  effect on its results of  operations  or financial
condition.  Although the Company  currently  believes  that its systems are Year
2000 compliant in all material  respects,  its current  systems and products may
contain  undetected  errors or defects  with Year 2000 date  functions  that may
result in material  costs.  Although  the  Company is not aware of any  material
operational  issues or costs  associated with preparing its internal systems for
the Year  2000,  the  Company  may  experience  serious  unanticipated  negative
consequences  (such  as  significant  downtime  for  one or  more  of its  media
properties)  or material  costs  caused by  undetected  errors or defects in the
technology  used in its  internal  systems.  In addition,  the Company  utilizes
third-party   equipment,   software  and  content,   including   non-information
technology  systems ("non-IT  systems"),  such as its security system,  building
equipment and non-IT  systems  embedded micro  controllers  that may not be Year
2000  compliant.  The Company is in the process of  developing  a plan to assess
whether these third parties are  adequately  addressing  the Year 2000 issue and
whether any of its non-IT systems have material Year 2000  compliance  problems.
Failure of such third-party  equipment,  software or content to operate properly
with regard to the year 2000 and  thereafter  could require the Company to incur
unanticipated  expenses  to remedy  any  problems,  which  could have a material
adverse effect on its business,  results of operations, and financial condition.
Finally,  the Company is also  subject to external  forces that might  generally
affect  industry and commerce,  such as utility or  transportation  company Year
2000 compliance  failures and related service  interruptions.  Furthermore,  the
purchasing  patterns  of  advertisers  may be  affected  by Year 2000  issues as
companies expend significant resources to correct their current systems for Year
2000 compliance.

Web Development, Design, and Hosting

Web sites are business tools that can  dramatically  improve  customer  service,
expand  marketing  efforts,  and reduce  marketing  and  support  cost.  It is a
relatively low maintenance and profitable business.



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Product and Services

The Company offers an instant e-commerce  solution for existing or new Web sites
through  a  system  that  allows  businesses  to  build  and  maintain  complete
e-commerce Web sites.  The systems allows simple point- and-click site creation,
catalog deployment and interfacing merchant accounts.

Superior  will develop and enhance the current  systems  appealing to that large
number of new  businesses  that want a Web  presence,  yet prefer to develop and
maintain that site themselves.

Objectives

Through its marketing  plan,  the Company is focused on attracting a high volume
of  relatively  low-end  E-  commerce  Web  sites.  The  target  market is small
businesses  that may otherwise not have  E-commerce Web sites or shopping carts.
By making the process simple,  including  effective marketing tools for business
subscribers to use and through strategic alliances with trade groups such as the
National Association of the Self-employed,  the Company can tap into a new group
of E-commerce businesses.

More rapid growth will be achieved  through the acquisition of additional  small
profitable Internet businesses, primarily those involved in Web site hosting.

Market Analysis

It is the Company's belief that small businesses are the last business sector to
tap into the explosive Internet industry with e-commerce. This sector is now the
fastest growing in business.  Currently,  less than 10% of all small  businesses
have a Web site.  This  fastest  growing  business  segment  in the  country  is
virtually an untapped market ready to be brought on to the Internet.

Nearly all existing Web sites do not have an effective  marketing  plan to drive
traffic to their Web site. Small businesses that do set up a Web site, generally
have a Web site  designed for a large  up-front fee with very little  additional
support and no marketing support.  Small business is starving for information on
how to market their site and make money on the Internet.

Target Market

The  Company  will  target  this  explosive  industry  of small  and  home-based
businesses.  With a small budget and an eagerness to  capitalize on the Internet
boom,  this  segment of the market is in  desperate  need of a low-cost,  simple
e-commerce solution.

Competition

The primary competitors include Yahoo Store, Shopbuilder and Shopsite, which was
recently  bought by  Gateway.  Though all have a larger  customer  base than the
Company's,  the  products  are  limited  in  functionality  as  compared  to the
Company's product. At the time of this writing,  none of the competitor products
were sold with a comprehensive, online marketing tutorial system.

Product Description

The Company's product, offered through Media Rage, is a self-automated, build it
yourself  e-commerce  Web site. A user simply calls up a URL (internet  address)
that has been assigned, and by a simple, fill in the blank procedure, builds Web
pages  with  color  backgrounds,   images,   titles,  text  and  forms,  product
descriptions, pricing.

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The e-commerce shopping cart module can be added to any Web site within minutes.
The e-commerce  shopping cart module gives small businesses control over product
inventory,  tax information,  shipping,  product options,  and pricing.  Company
control is achieved because changes can be made easily from any Web browser. The
"fill in the blank"  technology  makes  updates and changes as simple as filling
out a questionnaire.  This makes the Company's  e-commerce solution possibly the
most advanced and simple product to set up an online store.  The features of the
e-commerce system are as follows:

o   Unlimited product inventory capabilities
o   Secure ordering and order retrieval
o   Complete customizable tax and shipping data base
o   Ability to accept thousands of orders daily
o   Add, Delete, or Modify any product from browser 24 hours a day
o   E-mail notification of all orders
o   Real time credit card processing available
o   Java scripted up sale on each order to related products
o   Self generating product index that changes instantly on all product updates
o   Template or custom HTML display of products
o   Option capability for quantity, size, color, etc.
o   Help sections throughout the entire system

Related Products

Company Owned Web Site Replication

Media Rage has also developed a self  replicating  Web site creation system that
allows  customers to easily provide Web pages to their  customers or independent
representatives.  These sites can be owned and operated  independently or can be
used as a storefront to a central store.  The  individually  owned sites promote
their own products or services. Each individual Web page has its own backroom or
Web site  administration  section.  The  site's  backroom  can only be  accessed
through the hosting  company's main page driving repeat traffic to the Company's
Web site.

Having  many Web sites or  storefronts  linked  to a central  store or site is a
model that is used by the most successful  companies on the Internet.  Companies
like Amazon.com and  Geocities.com  have used this model to attract  millions of
customers to their sites. Any traffic generated from a storefront to the central
store is  electronically  tracked for use in affiliate  programs or in providing
valuable knowledge about Web traffic.

Revenues to the Company are  collected  in several  ways:  set up fees,  hosting
fees, and custom work. The Company takes care of the setup, and hosting. We also
assist in the customer service and custom design work. The revenues generated in
these areas are shared  with the  Company.  Pricing  and revenue  splits for the
independent  pages is  negotiated  and  adjusted  to meet the goals and level of
service required by each company.

Merchant Accounts

The Company is set up as a  re-seller  of merchant  account  leases  provided to
business  owners  to  facilitate  their  e-commerce  transactions.  The  Company
collects  revenues  from  reselling  merchant  accounts  in the  form of  direct
payments from banks,  fees based on each  transaction  and a percentage of total
sales generated by the merchant account.



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Unique Selling Advantage

Most companies that sell shopping carts are not teaching their  customers how to
use the cart to make money. Sites that teach marketing  generally do not have or
own the technology to help their customers  implement the education.  We believe
the technology  and education  working  together will be extremely  powerful and
automated and are the Company's most unique selling advantage.

Many small  businesses  have tried  placing  their  products and services on the
Internet  with the  belief  that by  simply  having a Web  site,  they will sell
product.  The fact is that users must be driven to the site as well.  Our online
courses  allow the small and home based  business  owner to learn and  implement
proven methods of online marketing providing success to their online venture.

Marketing Tactics

Outside Sales Representatives

Outside sales representatives will be used to sell to large trade organizations.
Thousands of small business  groups exist across the nation that are targeted by
the sales  reps.  The trade  organization  receives  a portion  of the  revenues
derived from its members  creating a "win-win' for both the organization and its
members.

Company Newsletter

The Company will build an E-zine of 10's of thousands of  subscribers  in a very
short time.  This  newsletter  will include  helpful  marketing  and  e-commerce
information every week. The subscriber list will give us an opportunity to offer
new  services,  upgrades,  or related  products  that all  generate  predictable
monthly  revenues for our company.  The newsletter  will also develop an ongoing
relationship with thousands of potential customers.

Free Web pages and 10 day trials of our shopping cart system.

This is another  service that will give us a large database of potential  paying
customers whom are using and testing our technology. The newsletter will be used
for personal calls,  education courses and  autoresponders to encourage the free
users to take advantage of our fee based upgrades and services.

Channels of Distribution

The  Company  will  focus on large  organizations  such as trade  organizations,
chambers of commerce,  mortgage and real estate brokers,  and network  marketing
companies. Relationships within these organizations will allow us to penetrate a
large group of small businesses with fewer points of sale.

Pricing

The  pricing  structure  below  allows  easy entry for the masses but limits the
ability of the customer to "exit" the  relationship  short term as each customer
will sign a 12 month, exclusive hosting and development contract.

The e-com  sites  will be sold at $120 each  payable  in $10  increments  over a
12-month  period.  Secure  hosting  for the Web sites  will be charged at $39.95
monthly for 100 items or less. An additional  $20 is billed monthly for each 100
additional  items added,  i.e., 120 items would cost $59.95 monthly.  Each site,
even if paid in  full  upfront,  comes  with a  minimum  12-month  contract  for
exclusive hosting and Web development for the site.

                                       10

<PAGE>



The Company will also charge a .5-2% volume fee on all commerce  passing through
any sites it sells.

Advertising

The Company will  incorporate  the  following 6 avenues to drive  traffic to its
site:

     1.   Submit   articles  for   publication  to  e-zines.   This  method  has
          consistently proven to be one of the most effective methods of driving
          qualified visitors to Web sites.

     2.   Run classified ads in targeted e-zines.  Once again e-zine advertising
          offers  the  best  bang  for the  buck on the  Internet.  The  cost to
          advertise in most e-zines is 20 to 50 dollars per week and the Company
          can reach several hundred thousand  potential  customers at a very low
          cost.

     3.   Search engine  optimization  and doorway pages. The search engines can
          still reach  thousand of customers  quickly and  inexpensively.  Pages
          need to be optimized to target  certain  keywords and the Company will
          create  specialized  pages that will rank high in the different search
          engines under different keyword phrases.

     4.   Private  label our services to be offered  through high traffic  sites
          with established customer base

     5.   Online press releases

     6.   Classified advertising and banners.

These  marketing  methods will provide the most exposure for the least amount of
money.  The methods are proven and are used by some of the most successful sites
on the  Internet.  The back end  education  will  position us as a leader in the
e-commerce  movement.  The  ongoing  support  is what is most  needed  by  small
businesses today.

The Market

The Internet and Internet Access.  The growth of the Internet is well documented
and perhaps the greatest growth industry in the history of the World.

o   Growth in the Internet is about 10% per month.
o   Every two seconds the Internet has a new subscriber.
o   Use of the Internet file search and retrieving tool is currently growing at
    1,000 percent annually.
o   There are more than 10 million host computer systems connected to the
    Internet.
o   Transactional commerce on the Internet is estimated at $8 billion today,
    and by the year 2002 wiil be at $300 billion.
o   User population of the Internet is approaching over 100 million people.

Business Integration in a World of Wireless E-Commerce. Global villages, virtual
communities,  information superhighways,  and gigabit networks have been used to
describe the world where teleconferencing,  interactive television,  traditional
on-line information  services,  and public telephone systems converge.  The U.S.
information  services  market is huge,  and its shift toward  digital media is a
change of monumental  proportions.  Today's communication networks are not ready
to meet the demands being placed upon them. The trend towards  digital  delivery
will require improvements to the underlying communication infrastructure.


                                       11

<PAGE>



The World Wide Web. The World Wide Web is the  multimedia  part of the Internet.
It is the primary system used on the Internet to find and transfer  information.
It has, moreover, become (with the exception of e-mail) the most popular and the
most promising and active source for business use.

The Web offers incredible diversity for business, education,  communication, and
entertainment.  Web pages are  available on the Internet in tens of thousands of
styles and  subjects,  with almost as many  reasons for posting them on the Web.
For example, there are thousands of sites in each of these subject areas:

o        Commercial, Shareware, Freeware software
o        Business, marketing, commerce
o        Finance, stock market, corporate information
o        K-12 education
o        Online books
o        Online magazines
o        Government sites and information
o        Legal information
o        Health and medical information
o        Daily and categorized news
o        Travel/booking/ticketing information and purchase
o        Reference books
o        Scientific sites covering archeology through zoology
o        History
o        Museums and libraries

Virtually  all  knowledge  in the history of mankind may someday  soon be on the
Web. For example, the Vatican has started to download images of 150,000 original
documents  dating from as early as the second century A.D. on the Internet.  The
Securities and Exchange Commission maintains free Internet access to its library
of corporate records.

Employees

The Company currently has only one employee.

ITEM 2. PROPERTIES

The Company  currently rents  approximately  300 square feet of office space for
its corporate offices,  under a rental arrangement with the Company's President.
The rent has been  accrued  at a rate of $500 per month and was  converted  into
stock of the Company in July of 1999.

ITEM 3. LEGAL PROCEEDINGS

None.

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

None.



                                       12

<PAGE>



                                     PART II

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

The Company's  Common Stock is trading on the  Over-the-Counter  Bulletin  Board
under the symbol  "SUWL".  As of August 16, 1999, the Company had 748 holders of
record.  The  following  table sets  forth,  on a per share basis for the period
shown,  the high and low prices of the Common Stock and the  Preferred  Series A
Stock as reported on the OTC Bulletin Board.

                                                       Closing Price
                                                  High               Low
   Fiscal Year Ended December 31, 1995
     First Quarter............................$        1.75    $        0.75
     Second Quarter...........................         1.75             0.75
     Third Quarter............................         1.75             0.50
     Fourth Quarter...........................         1.75             0.25
   Fiscal Year Ended December 31, 1996
     First Quarter............................$        1.75    $        0.375
     Second Quarter...........................         1.00             0.375
     Third Quarter............................         0.75             0.25
     Fourth Quarter...........................         0.75             0.25
   Fiscal Year Ended December 31, 1997
     First Quarter............................$        0.50    $        0.0625
     Second Quarter...........................         0.25             0.0625
     Third Quarter............................         0.25             0.0625
     Fourth Quarter...........................         0.25             0.03125
   Fiscal Year Ended December 31, 1998
     First Quarter............................$        0.50    $        0.03125
     Second Quarter...........................         0.25             0.03125
     Third Quarter............................         0.25             0.03125
     Fourth Quarter...........................         0.25             0.03125
   Fiscal Year Ended December 31, 1999
     First Quarter............................$        0.05    $        0.03125
     Second Quarter...........................         0.25             0.05
     Third Quarter (through August 16, 1999)..         0.281            0.187

The Company has never  declared or paid any cash  dividends  on the Common Stock
and does not presently  intend to pay cash  dividends on the Common Stock in the
foreseeable  future.  The  Company  intends to retain any  future  earnings  for
reinvestment in its business.

ITEM 6. SELECTED FINANCIAL DATA

The selected  historical  financial data presented below as of December 31, 1996
and 1997 and for the years ended  December  31, 1996 and 1997 were  derived from
the  consolidated  financial  statements  of the Company,  which were audited by
Smith &  Company,  independent  certified  public  accountants,  and  which  are
included  elsewhere in this Form 10-KSB.  This selected  consolidated  financial
data should be read in conjunction with "Management's Discussion and Analysis of
Financial  Condition and Results of Operations"  and the Company's  consolidated
financial  statements  (including the notes thereto) included  elsewhere in this
Form 10-KSB.


                                       13

<PAGE>



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

Overview

The Company 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 Company  sold an  automobile  anti-theft  protection
system to customers through an arrangement with dealerships,  principally in New
Jersey.  On March 16, 1994 the Company  acquired the assets and  liabilities  of
Marrco Communications,  Inc. ("Marrco") and continued the business activities of
Marrco.  Prior business  operations were assumed by the former  President of the
Company.  Marrco was founded on December 12, 1991 for  purposes of  accumulating
Wireless Cable Rights in domestic markets.

On October 25,  1996 the name of the  Company  was changed to Superior  Wireless
Communications,  Inc.  and  each of the  6,004,836  shares  of then  issued  and
outstanding  common stock of the  Corporation  were  exchanged  for one share of
preferred  stock  designated as Class A Convertible  Cumulative  Preferred Stock
(the  "Class A  Preferred  Stock"),  par value of $.001 per  share.  The Class A
Preferred  Stock  carried a ten percent (10%)  dividend,  which could be paid in
common stock, and was convertible into Common Stock of the Company as of October
25,  1998 (the  "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.  The holders of the remaining shares of Class A Preferred Stock that were
issued after October 16, 1998,  totaling 3,767,501 shares,  agreed to convert at
the same  rate of five  shares  of  common  stock for every one share of Class A
Preferred Stock. The latter conversion was effective simultaneous to the reverse
stock split described below.

Effective  August 16, 1999,  the Company  effectuated a reverse stock split at a
rate of  twenty-to-one.  This resulted in 2,577,229 shares of common stock being
outstanding as of that date and no preferred shares are outstanding. The Company
was obligated to issue 375,000 shares of its post reverse-split common stock for
the  acquisition of Media Rage of Utah,  Inc. (See PART II- Other  Information).
This resulted in 2,952,229 shares of common stock outstanding.

Results of Operations for the Two Years Ended December 31, 1997

Revenues

The Company  currently  does not have any  ordinary  and  significant  source of
revenues.  However,  the Company  occasionally  sells some of its wireless cable
channels  rights.  The Company  recorded  revenues of $64,000 for the year ended
December 31, 1997,  compared with sales of $300,000 for the year ended  December
31, 1996.  The current  year revenue was derived from the sale of certain  fixed
assets  to a  related  party.  The 1996  revenue  was  derived  from one sale to
Wireless One, Inc. The Company also had miscellaneous revenues of $11,516 in the
current year. This included $3,582 in forgiveness of indebtedness income.

Cost of Sales

The cost of the fixed  assets sold for the period  ended  December  31, 1997 was
equal to $45,341 that represented the book value of the assets sold in the year.
This is compared to cost of sales of  $107,394  in the year ended  December  31,
1996.

                                       14

<PAGE>



Selling, General and Administrative Expenses

The Company incurred total selling, general and administrative expenses ("SG&A")
of $144,501 for the year ended December 31, 1997.  This represents a decrease of
81% of SG&A from the period ended December 31, 1996 of $759,775. Throughout most
of 1997,  the Company was  virtually  inactive.  There was only one employee who
accrued a salary of $72,000, none of which was paid.

Depreciation and Amortization

Depreciation  and amortization for the year ended December 31, 1997 was equal to
$101,195, a decrease from the previous period's depreciation and amortization of
$146,008.  This  decrease is  attributable  to the sale of some of the Company's
fixed assets during the current fiscal year.

Interest Expense

The Company incurred interest expense of $188,428 in the year ended December 31,
1997.  This is an  increase of 99% from the  interest  expense of $94,452 in the
year ended  December 31, 1996. The Company  continues to accrue  interest on all
notes payable and amounts due to related parties.

Income Tax Benefit

The  Company   currently  has  net  operating   loss   carryforwards   equal  to
approximately  $4,400,000.  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  Company's
net operating loss  carryforward to approximately  $70,000 per year. The Company
has not  recognized  any of this tax benefit as an asset due to  uncertainty  of
future income.

Net Loss

During 1997, the Company  recorded a net loss of $(596,551).  For the year ended
December 31, 1996, the Company posted a net loss of $(1,216,364).

Liquidity and Capital Resources

The Company had a working  capital  deficit of  $(2,765,519)  as of December 31,
1997  compared to a working  capital  deficit of  $2,508,822  as of December 31,
1996. Approximately $1,032,680 of the current liabilities represent amounts owed
to related parties, in particular to the largest shareholder of the Company, the
Company's  current  President,  another director of the Company and wholly owned
corporation of the Company's largest shareholder.  The Company currently has few
sources of working capital other than related parties and asset sales.

Certain Indebtedness

Convertible  Notes.  In 1994,  the Company began a private  placement of certain
Convertible  Notes that entitled the  purchasers to convert the notes into stock
of the  Company at various  terms.  As of  December  31,  1994,  the Company had
received gross proceeds of $51,000 from one individual. During the first quarter
of 1995, the Company received an additional  $150,000.  During 1996, the Company
received additional proceeds of $566,100.  All of these notes, included interest
accrued  thereon were converted into Preferred  Series A stock in the Company in
1999.


                                       15

<PAGE>



Income Tax Matters

The Company has had no material state or Federal income tax since its inception.
As of December  31,  1997,  the Company had  approximately  $4.4  million in net
operating loss  carryforwards  for tax purposes,  expiring in years 2006 through
2012.  The Internal  Revenue Code of 1986, as amended (the  "Code"),  limits the
amount of loss carryforwards that a company can use to offset future income upon
the occurrence of certain  changes in ownership.  As a result of the purchase of
Marrco and the subsequent  issuance of shares of the Company's common stock, the
Company has undergone  more than a 50% change in ownership and will therefore be
limited in its  utilization of its tax loss  carryforwards.  About $1 million of
the net operating loss carryforward is subject to this limitation.

Inflation

The Company's Management does not believe that inflation has had or is likely to
have any significant  impact on the Company's  operations.  Management  believes
that the Company  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  Company  does  not  provide  post-retirement  or  post-employment  benefits
requiring  charges under Statements of Financial  Accounting  Standards Nos. 106
and 112.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                          INDEX TO FINANCIAL STATEMENTS

                     SUPERIOR WIRELESS COMMUNICATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                                                         Page
Independent Auditors Report...............................................F-1
Balance Sheet as of December 31, 1997.....................................F-2
Statements of Operations for the years ended December 31, 1997 and 1996...F-3
Statements of Changes in Stockholders Equity (Deficit) for the years
         ended December 31, 1997 and 1996.................................F-4
Statements of Cash Flows for the years ended December 31, 1997 and 1996...F-5
Notes to the Financial Statements.........................................F-6
General and Administrative Expenses for the years ended
         December 31, 1997 and 1996......................................F-10

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

None.



                                       16

<PAGE>



ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         Name                     Age   Position
         Jon R. Marple            32    Interim Chairman and President.
                                        Vice President, Chief Financial Officer
                                        and Director since October 16, 1996.

         Brooks M. Freeman        55    Director since October 16, 1996.

         Dr. Charles Bartell      75    Director since March 14, 1994.  Director
                                        of Marrco since its inception in 1991.

ITEM 11. EXECUTIVE COMPENSATION

                                                                  All
                                          Annual                Other
Name and Principal Position          Compensation         Compensation
Jon Richard Marple                   $ 72,000 (1)                $ 6,000 (2)

(1)      All of this annual compensation was accrued and not paid as of December
         31, 1997.  This  compensation  and all other amounts owed to Mr. Marple
         were converted into Preferred  Series A Stock in the Company in July of
         1999.

(2)      Represents  charges  for  rent in home  office  that is  currently  the
         principle  office of the  Company.  This entire  amount was accrued and
         unpaid as of December 31, 1997. This compensation and all other amounts
         owed to Mr. Marple were converted into Preferred  Series A Stock in the
         Company in July of 1999.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners as of August 16, 1999

<TABLE>
<CAPTION>
                            Name and Address                  Amount and Nature of               Percent
Title of Class             of Beneficial Owners                Beneficial Ownership              of Class

<S>                        <C>                               <C>                               <C>
Common                     Jon H. Marple & Mary E. Blake
                           3419 Via Lido, Suite 619
                           Newport Beach, CA  92663                    855,554                    29.0%

Security Ownership of Management

                            Name and Address                  Amount and Nature of               Percent
Title of Class             of Beneficial Owners                Beneficial Ownership              of Class

Common                     Jon Richard Marple
                           9 Mesa Lane
                           Colorado Springs, CO  80906                    392,664                   13.3%

</TABLE>

                                       17

<PAGE>



Security Ownership of Management (continued)

<TABLE>
<CAPTION>
                            Name and Address                  Amount and Nature of               Percent
Title of Class             of Beneficial Owners                Beneficial Ownership              of Class
<S>                        <C>                               <C>                               <C>
Common                     Brooks M. Freeman
                           3440 Purdue
                           Dallas, TX  75225                             100,192                     3.4%

Common                     Charles Bartell
                           43 Canyon Drive
                           Newport Beach, CA  92663                       7,000                      0.2%
</TABLE>

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

                                     PART IV

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

         (a)      Documents Filed as Part of the Report

         1.       Financial Statements

The following financial statements are filed as part of this Form 10-K:

                                                                          Page
Independent Auditors Report................................................F-1
Balance Sheet as of December 31, 1997......................................F-2
Statements of Operations for the years ended December 31, 1997 and 1996....F-3
Statements of Changes in Stockholders Equity (Deficit) for the years
         ended December 31, 1997 and 1996..................................F-4
Statements of Cash Flows for the years ended December 31, 1997 and 1996....F-5
Notes to the Financial Statements..........................................F-6
General and Administrative Expenses for the years ended
         December 31, 1997 and 1996.......................................F-10

         2.       Financial Statement Schedules

         None

         3.       Exhibits

         None

         (b)      Reports on Form 8-K

                  None



                                       18

<PAGE>



                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized, on the 16th day of August,
1999.

                                      Superior Wireless Communications, Inc.


                                      By:
                                            Jon Richard Marple
                                            Vice President,
                                            Chief Financial Officer,
                                            Treasurer and Secretary


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed on the 16th day of August 1999, by the following  persons in the
capacities indicated:

Signature                         Title



                                    Chairman of the Board,
Jon Richard Marple                  Director and President
                                   (Principal Executive Officer
                                    and Principal Financial Officer)


                                    Director
Brooks M. Freeman



                                    Director
Charles Bartell



                                       19

<PAGE>




                                      Smith
                                        &
                                     Company

           A Professional Corporation of Certified Public Accountants



Board of Directors
Superior Wireless Communications, Inc.
Salt Lake City, Utah


                          INDEPENDENT AUDITOR'S REPORT


We  have  audited  the   accompanying   balance   sheet  of  Superior   Wireless
Communications,  Inc. (a development stage company) as of December 31, 1997, and
the related statements of operations, changes in stockholders' equity (deficit),
and cash  flows for the years  ended  December  31,  1997 and 1996,  and for the
period of April 1, 1994 (date Company re-entered  development stage) to December
31, 1997.  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  generally   accepted  auditing
standards.  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 financial  statements  referred to above present fairly, in
all   material   respects,   the   financial   position  of  Superior   Wireless
Communications, Inc. as of December 31, 1997, and the results of its operations,
changes  in  stockholders'  equity  (deficit),  and its cash flows for the years
ended  December  31,  1997 and 1996,  and for the  period of April 1, 1994 (date
Company  re-entered  development  stage) to December 31, 1997 in conformity with
generally accepted accounting principles.

Our audit was made for the  purpose  of  forming  an  opinion  on the  financial
statements  taken as a whole.  The  information  in Schedule 1 is presented  for
purposes  of  additional  analysis  and  is not a  required  part  of the  basic
financial  statements.  Such  information  has been  subjected  to the  auditing
procedures  applied in the audit of the basic financial  statements,  and in our
opinion,  is fairly  stated in all  material  respects  in relation to the basic
financial statements taken as a whole.



                                                    CERTIFIED PUBLIC ACCOUNTANTS

Salt Lake City, Utah
August 6, 1999, except Note 14
         which is dated August 16, 1999

         10 West 100 South, Suite 700 o Salt Lake City, Utah 84101-1554
              Telephone: (801) 575-8297 o Facsimile: (801) 575-8306
                       E-mail: smith&co@smithandcocpa.com
           Members: American Institute of Certified Public Accountants
                Utah Association of Certified Public Accountants

                                       F-1

<PAGE>



                     SUPERIOR WIRELESS COMMUNICATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET


              ASSETS
<TABLE>
<CAPTION>
                                                                                                         December 31,
                                                                                                               1997
                                                                                                         ----------------
CURRENT ASSETS
<S>                                                                                                      <C>
           Cash in bank                                                                                  $            943
                                                                                                         ----------------

                                                                                    TOTAL CURRENT ASSETS              943

PROPERTY AND EQUIPMENT (Notes 1 and 6)                                                                             31,548

OTHER ASSETS
           Notes receivable - other (Note 7)                                                                            0
           Licenses and other (Note 10)                                                                           978,239
                                                                                                         ----------------

                                                                                      TOTAL OTHER ASSETS          978,239
                                                                                                         ----------------

                                                                                                         $      1,010,730
                                                                                                         ================

              LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
           Accounts payable                                                                              $        120,642
           Accrued liabilities                                                                                    820,131
           Notes payable (Note 11)                                                                                917,943
           Income taxes payable                                                                                       900
           Payable - related parties (Note 4)                                                                     906,846
                                                                                                         ----------------

                                                                               TOTAL CURRENT LIABILITIES        2,766,462

           Contingent liabilities (Note 12)                                                                             0
                                                                                                         ----------------


                                                                                       TOTAL LIABILITIES        2,766,462

Minority interest in subsidiaries (Note 5)                                                                              0

STOCKHOLDERS' DEFICIT (Notes 3 and 14)
           Common stock, $.001 par value;
              Authorized 50,000,000 shares;
              Issued and outstanding 1,498,815 shares                                                               1,499
           Class A Convertible Cumulative Preferred Stock,
              $.001 par value:
              Authorized 15,000,000 shares;
              Issued and outstanding 0 shares                                                                           0

           Additional paid-in capital                                                                           2,106,181
           Retained earnings (deficit)                                                                         (3,863,412)
                                                                                                         ----------------

                                                                              TOTAL STOCKHOLDERS' EQUITY       (1,755,732)
                                                                                                         ----------------

                                                                                                         $      1,010,730
                                                                                                         ================
</TABLE>

See Notes to the Financial Statements.

                                       F-2

<PAGE>



                     SUPERIOR WIRELESS COMMUNICATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                                                                                      Period from
                                                                                     Years ended December 31,        4-1-94 (A) to
                                                                                      1997              1996           12-31-97
                                                                                  -------------    --------------    -------------
<S>                                                                               <C>              <C>               <C>
   Sales                                                                          $      64,000    $      300,600    $     924,521
   Cost of sales                                                                         45,341           107,394          171,494
                                                                                  -------------    --------------    -------------
                                                                    GROSS PROFIT         18,659           193,206          753,027

   Costs associated with abandoned projects                                             179,986           273,849          751,560
   Loss on investments                                                                        0                 0          125,689
   Bad debt (Note 7)                                                                          0           133,686          267,858
   General and administrative expenses (Schedule 1)                                     144,501           759,775        2,547,186
   Depreciation and amortization (Notes 6 and 10)                                       101,195           146,008          525,102
   Interest and bank charges (net of interest income)                                   188,428            94,452          397,043
                                                                                  -------------    --------------    -------------
                                                                                        614,110         1,407,770        4,614,438
                                                                                  -------------    --------------    -------------

   Net income (loss) before other income taxes                                         (595,451)       (1,214,564)      (3,861,411)

   Income tax expense (benefit) (Note 9)                                                  1,100             1,800          (23,100)
                                                                                  -------------    --------------    -------------

   Net (loss) before minority interest                                                 (596,551)       (1,216,364)      (3,838,311)

   Minority interest in partnership losses (Note 5)                                           0                 0          110,000
                                                                                  -------------    --------------    -------------

                                                                      NET (LOSS)  $    (596,551)   $   (1,216,364)   $  (3,728,311)
                                                                                  =============    ==============    =============

EARNINGS (LOSS) PER COMMON SHARE
   (Loss) before other items                                                      $        (.40)   $         (.82)
   Income from discontinued operations                                                      .00               .00
   Minority interest in losses                                                              .00               .00
                                                                                  -------------    --------------

   Net (loss)                                                                     $        (.40)   $         (.82)
                                                                                  =============    ==============

   Weighted average number of common shares used to
     compute net income (loss) per weighted average share                             1,498,815         1,483,782
                                                                                  =============    ==============
</TABLE>


A Date company re-entered the development stage.


See Notes to the Financial Statements.

                                       F-3

<PAGE>



                     SUPERIOR WIRELESS COMMUNICATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
             STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                           December 31, 1997 and 1996


<TABLE>
<CAPTION>
                                                                               Common Stock            Additional      Retained
                                                                              Par Value $.001            Paid-in       earnings
                                                                          Shares          Amount         Capital       (deficit)
                                                                       -------------  -------------  --------------  -------------
<S>                                                                    <C>            <C>            <C>             <C>
Balances at 12/31/93 (Note 3)                                                268,952  $         269  $       79,731  $    (106,670)
   Net liabilities assumed by former officer                                                                 11,650
   Issuance of common stock for new business at $1.05
     per share                                                             1,008,327          1,008       1,104,888        (43,451)
   Issuance of common stock to settle debt at $16.00
     per share                                                                25,000             25         399,975
   Issuance of common stock for services at $.004 per share                   11,250             11              34
   Sale of common stock at $8.00 per share                                    54,191             54         433,472
   Issuance of common stock for stock subscription
     $7.76 per share                                                         250,000            250       1,939,750
   Issuance of common stock for prepaid expense
     $5.71 per share                                                          17,500             18          99,982
   Minority interest transactions                                                                         2,844,259
   Net partnership distributions                                                                         (3,134,180)
   Stock canceled                                                           (267,500)          (267)     (2,039,733)
   Stock canceled                                                            (14,615)           (15)        (79,818)
   Net loss for year                                                                                                    (1,195,064)
                                                                       -------------  -------------  --------------  -------------
Balances at 12/31/94                                                       1,353,105          1,353       1,660,010     (1,345,185)
   Stock canceled                                                             (1,688)            (2)         (4,277)
   Issuance of common stock for expenses at $.037 per share                   18,891             19             681
   Issuance of common stock to settle debt at $4.75 per share                 83,798             84         397,989
   Minority interest transactions                                                                           200,000
   Net partnership distributions                                                                           (199,921)
   Net loss for year                                                                                                      (705,312)
                                                                       -------------  -------------  --------------  -------------
Balances at 12/31/95                                                       1,454,106          1,454       2,054,482     (2,050,497)
   Correction to number of shares issued
     in 1994 for new business                                                 16,009             16             (16)
   Issuance of common stock for services at $.12 per share                    18,750             19           2,231
   Issuance of common stock for assets at $3.00 per share                      6,333              6          18,994
   Issuance of common stock for assets at $3.00 per share                      1,667              2           4,999
   Issuance of common stock for assets at $8.00 per share                      4,343              4          34,739
   Net loss for year                                                                                                    (1,216,364)
                                                                       -------------  -------------  --------------  -------------
Balances at 12/31/96                                                       1,501,208          1,501       2,115,429     (3,266,861)
   Stock retired                                                              (2,393)            (2)         (9,248)

   Net loss for year                                                                                                      (596,551)
                                                                       -------------  -------------  --------------  -------------
Balances at 12/31/97                                                       1,498,815  $       1,499  $    2,106,181  $  (3,863,412)
                                                                       =============  =============  ==============  =============

</TABLE>



See Notes to the Financial Statements.

                                       F-4

<PAGE>



                     SUPERIOR WIRELESS COMMUNICATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                                                                       Period from
                                                                                     Years ended December 31,        4-1-94 (A) to
                                                                                      1997              1996           12-31-97
                                                                                  -------------    --------------    -------------
OPERATING ACTIVITIES
<S>                                                                               <C>              <C>               <C>
   Net (loss)                                                                     $    (596,551)   $   (1,216,364)   $  (3,728,311)
   Adjustments to reconcile net (loss) to net cash
     (required) by operating activities:
       Stock issued for expenses                                                              0             2,200            2,945
       Stock issued to retire partnership debt                                                0                 0          198,920
       Deferred tax (decrease)                                                                0                 0          (19,600)
       Bad debt                                                                               0           133,686          267,858
       Depreciation and amortization                                                    101,195           146,008          525,102
       Book value of abandoned assets                                                   175,000                 0          265,025
       Minority interest items                                                              213                 0         (109,708)
   Changes in assets and liabilities:
       Prepaid expenses                                                                     417               (83)           2,430
       Accounts receivable                                                                    0               500                0
       Notes receivable - other                                                               0                 0           12,047
       Related party receivables                                                              0                 0          344,142
       Deposits                                                                           2,825             4,999            9,586
       Accounts payable                                                                 (31,777)           67,549           84,226
       Accrued liabilities                                                                5,139            46,230          456,754
       Income taxes                                                                        (900)            1,000           (4,700)
                                                                                  -------------    --------------    -------------

                                                          NET CASH (REQUIRED) BY
                                                            OPERATING ACTIVITIES       (344,439)         (814,275)      (1,693,284)

INVESTING ACTIVITIES
   Purchase of securities                                                                     0                 0         (207,625)
   Sale of securities                                                                         0               906          207,625
   Sale (Acquisition) of licenses                                                        24,986                 0          (30,111)
   Disposition of property, plant and equipment                                          44,885            38,193            1,162
                                                                                  -------------    --------------    -------------

                                                 NET CASH PROVIDED (REQUIRED) BY
                                                            INVESTING ACTIVITIES         69,871            39,099          (28,949)

FINANCING ACTIVITIES
   Loans - other                                                                         10,143           731,800          957,943
   Loans - related parties                                                              285,048            50,238        1,203,266
   Loan repayments - other                                                              (11,627)          (12,684)         (86,109)
   Loan repayments - related parties                                                          0                 0         (416,643)
   Sale of common stock                                                                       0                 0           25,247
   Cash of business acquired                                                                  0                 0          121,135
   Net partnership distributions                                                              0                 0          (72,413)
   Retirement of common stock                                                            (9,250)                0           (9,250)
                                                                                  -------------    --------------    -------------

                                                            NET CASH PROVIDED BY
                                                            FINANCING ACTIVITIES        274,314           769,354        1,723,176
                                                                                  -------------    --------------    -------------

                                                          (DECREASE) IN CASH AND
                                                                CASH EQUIVALENTS           (254)           (5,822)             943

   Cash and cash equivalents at beginning of year                                         1,197             7,019                0
                                                                                  -------------    --------------    -------------

                                                       CASH AND CASH EQUIVALENTS
                                                                  AT END OF YEAR  $         943    $        1,197    $         943
                                                                                  =============    ==============    =============

A Date Company re-entered development stage

Supplemental Disclosures of Cash Flow Information Cash paid during the year for:
     Interest                                                                     $     155,333    $       79,778    $     329,637
     Income taxes                                                                         2,000               800            7,600
</TABLE>

Noncash Investing and Financing Activities
   During 1993, Marrco acquired  equipment under capital leases in the amount of
   $50,737 and acquired channel licenses by issuing a note payable for $400,000.
   During  1994,  the note was paid by issuing  25,000  shares of the  Company's
   common  stock and 6,250  warrants to purchase the  Company's  common stock at
   $16.00 per share.  During  1994,  the  Company  acquired  $600,000 of channel
   rights by issuing a note payable to a related party. During 1995, the Company
   issued  15,625  shares of its  restricted  common stock to retire a liability
   associated  with the  acquisition  of $125,000 of licenses.  The Company also
   acquired an  additional  $319,850 of licenses  and other  assets by incurring
   accrued liabilities of the same amount. The Company expects to retire most of
   the $319,850 of liabilities with common stock (See Note 14).

See Notes to the Financial Statements.

                                       F-5

<PAGE>


                                      SUPERIOR WIRELESS COMMUNICATIONS, INC.
                                           (A DEVELOPMENT STAGE COMPANY)
                                           NOTES TO FINANCIAL STATEMENTS
                                                 December 31, 1997


NOTE 1:      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

             Business Activity:
             The Company was incorporated on July 24, 1984 in Nevada as Ventures
             Diversified,  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
             Company  sold  an  automobile   anti-theft   protection  system  to
             customers through an arrangement with  dealerships,  principally in
             New Jersey.  On March 16, 1994 the Company  acquired the assets and
             liabilities  of  Marrco  Communications,  Inc.  ("Marrco")  and  is
             continuing  the  business  activities  of  Marrco.  Prior  business
             operations  were  assumed by the former  President  of the Company.
             Since Marrco is a development  stage  company,  the Company is once
             again in the  development  stage  effective  April 1,  1994 when it
             began continuing the operations of Marrco.  On October 25, 1996 the
             name was changed to Superior Wireless Communications, Inc.

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

             Revenue Recognition:
             Revenue  is  recognized  when  cash  or  other  value  is  actually
             received.  In the  case  of  revenue  recognition  on the  sale  of
             licenses  or  leases,  revenue  is  recognized  when the FCC grants
             licenses  and the  Company  has the right to receive  the  revenue.
             Until the FCC  approval  is  received,  the  Company  reflects  the
             transaction as deferred revenue.

             Earnings (Loss) Per Share
             Earnings  (loss)  per share  amounts  are  calculated  based on the
             weighted average number of shares outstanding during the periods.

             Organization costs:
             Organization costs were amortized over a five year period.

             Property and Equipment
             Property and equipment are depreciated  over their estimated useful
             lives.  Assets  financed  under capital  leases are amortized  over
             their  estimated  useful  lives,  or the lease term,  whichever  is
             shorter.   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.

NOTE 2:      DEVELOPMENT STAGE COMPANY - MANAGEMENT'S PLANS

             The Company has been in the development stage since the acquisition
             of Marrco as  described  above.  The  Company  intends,  subject to
             adequate financing, to engage primarily in the Internet industry.

             Management feels that sales of the wireless cable and LPTV licenses
             and rights,  and loans from related parties and others will provide
             sufficient  working  capital to enable the Company to continue as a
             going  concern  and develop its  intended  operations.  See Note 14
             regarding subsequent events that have or will improve the Company's
             working capital position.


                                       F-6

<PAGE>


                     SUPERIOR WIRELESS COMMUNICATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (Continued)
                                December 31, 1997


NOTE 3:      CAPITALIZATION

             On March  16,  1994 the  Company  effected  a 1 share  for 30 share
             reverse  stock split.  The split  reduced  outstanding  shares from
             32,272,000  to  1,075,807.  At May 31,  1994 the  Company  was owed
             $2,000,000 for 1,000,000  shares of its common stock. An investment
             certificate  bearing interest at 5 and 3/4% due in April,  1999 had
             been received to pay for the stock.  The certificate was treated as
             a stock subscription.
             The stock subscription was canceled prior to December 31, 1994.

             The Company is negotiating for the return of the 1,000,000  shares.
             The 1,000,000  shares have been treated as canceled for  accounting
             purposes as of December 31, 1994. The Company  recovered 650,000 of
             the  1,000,000  shares  and is  prepared  to take  legal  action if
             necessary to recover the other 350,000 shares.

             On October 25, 1996,  each of the  6,004,836  shares of then issued
             and outstanding  common stock of the Corporation were exchanged for
             one share of  preferred  stock  designated  as Class A  Convertible
             Cumulative   Preferred  Stock,  par  value  $.001  per  share,  10%
             dividend, which may be paid in common stock.

             On October 26, 1998, all outstanding  shares of Class A Convertible
             Cumulative Preferred Stock were redeemed for Common Stock at a 5 to
             1 conversion factor.

             On July 12,  1999 the  Board of  Directors  and a  majority  of the
             shareholders  approved a 1 to 20  reverse  stock  split,  effective
             August 16, 1999.  These financial  statements have been adjusted to
             reflect these stock changes as if they had been effective as of the
             earliest date reported therein.

NOTE 4:      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, 1997 the Company owed  $882,899 to related  parties
             ($621,798 at December 31, 1996) for loans and sales to and payments
             made on behalf of the Company and accrued salaries.

NOTE 5:      MINORITY INTEREST IN SUBSIDIARIES

             The   Company   was  the   general   partner  in  several   limited
             partnerships,  one of which was still  active  as of  December  31,
             1994. The ownership interests vary. As general partner, the Company
             controlled the partnerships.  All partnerships were dissolved prior
             to December  31,  1995.  The Company is still a limited  partner in
             Micro-Lite Television of Beaumont, LLC.

NOTE 6:      PROPERTY AND EQUIPMENT

             Property  and  equipment  as of December  31, 1997 and December 31,
             1996 are summarized as follows:

<TABLE>
<CAPTION>
                                                                                Net Book Value
                                              Cost        Depreciation        1997          1996
                                           ----------   ----------------   ----------    ----------
<S>                                        <C>          <C>                <C>           <C>
               Furniture                   $        0   $              0   $        0    $   13,450
               Equipment                        3,736              3,541          195        22,838
               Vehicles                             0                  0            0        12,152
               Other                                0                  0            0        13,103
               Transmission Equipment          76,240             44,887       31,353        44,260
                                           ----------   ----------------   ----------    ----------

                                           $   79,976   $         48,428   $   31,548    $  105,803
                                           ==========   ================   ==========    ==========
</TABLE>

             Depreciation  expense for the period  ended  December  31, 1997 was
             $29,370 ($44,511 in 1996).

NOTE 7:      NOTES RECEIVABLE - OTHER

             At December 31, 1994, the Company was owed $860,000 for the sale of
             the MMDS  (wireless  cable)  licenses  and the  assignment  of ITFS
             leases for Baton Rouge, Louisiana. Deferred revenue associated with
             this  receivable  was $725,828 at December 31, 1994. The collection
             of this note is  contingent  upon  certain  action  by the  Federal
             Communications  Commission  ("FCC").  During 1995,  the FCC did not
             take the necessary  action required for collection of the note. The
             receivable and deferred  revenue were charged to operations in 1995
             as a bad debt. The Company will recognize revenue if the receivable
             is collected in future years.

                                       F-7

<PAGE>


                     SUPERIOR WIRELESS COMMUNICATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (Continued)
                                December 31, 1997


NOTE 8:      SALES CONCENTRATION AND REVENUE

             During 1997,  sales of assets to one entity  accounted  for 100% of
             total sales (99% in 1996).

NOTE 9:      INCOME TAXES
             Income tax expense was $1,100 for the year ended  December 31, 1997
             ($1,800 for 1996). 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:

<TABLE>
<CAPTION>
                                                                  1997           1996
                                                              -------------  -------------
<S>                                                           <C>            <C>
             Computed "expected" tax benefit                  $    (202,453) $    (412,952)
             Decrease (increase) in income tax benefit
               resulting from:
                  Change in valuation allowance for
                    deferred federal, state, and local
                    income tax assets                               251,221        423,718
                  State income taxes and other, net                 (47,668)        (8,966)
                                                              -------------  -------------

                                                              $       1,100  $       1,800
                                                              =============  =============
</TABLE>

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

<TABLE>
<CAPTION>
                                                                         1997           1996
                                                                     -------------  -------------
<S>                                                                 <C>             <C>
                    Accrued officers' compensation and
                      related costs                                  $      89,554  $      42,333
                    Net operating loss carryforwards                     1,496,000      1,292,000
                                                                     -------------  -------------

                           Total gross deferred tax assets               1,585,554      1,334,333
                           Less valuation allowance                     (1,585,554)    (1,334,333)
                                                                     -------------  -------------

                           Net deferred tax assets                   $           0  $           0
                                                                     =============  =============
</TABLE>

              During the years ended  December  31,  1997 and 1996,  the Company
              made no Federal income tax payments.

              At December 31,  1997,  the Company has  approximately  $4,400,000
              available  in net  operating  loss  carryforwards  for  income tax
              purposes.  These carryforwards expire in 2006 through 2012. Due to
              a change in control and business activity,  the net operating loss
              carryforwards will most likely never be realized.

NOTE 10:      LICENSES AND OTHER

              The Company owns and leases various MMDS,  ITFS and LPTV (wireless
              cable)  licenses  to operate in  various  cities.  A summary is as
              follows:

<TABLE>
<CAPTION>
                                                          1997             1996
                                                     -------------     -------------
<S>                                                  <C>               <C>
                 License acquisition costs           $     310,867     $     397,053
                 Engineering costs                           4,950             4,950
                 Commercial channel licenses               243,320           253,945
                 ITFS licenses                              19,315            19,315
                 LPTV rights and licenses                  575,000           575,000
                                                     -------------     -------------

                                                     $   1,153,452     $   1,250,263
                                                     =============     =============
</TABLE>

             The above amounts are net of amortization of $71,825  ($178,452 for
             1996).

NOTE 11:     NOTES PAYABLE

             At December 31, 1997, the Company owed several  individuals a total
             of $917,943.  The notes bear interest at 12% per year.  The Company
             is in  arrears  on the  repayment  terms.  See  Note  14  regarding
             subsequent events relating to these notes.



                                       F-8

<PAGE>


                     SUPERIOR WIRELESS COMMUNICATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (Continued)
                                December 31, 1997


NOTE 12:     CONTINGENT LIABILITIES

             Marrco,  since the acquisition of its assets and liabilities by the
             Company,  had a  judgment  levied  against  it for a  total  sum of
             approximately  $34,000.  The Company has not accrued any  liability
             with respect to this judgment as it disclaims any responsibility to
             this judgment  since it was levied after the purchase of the assets
             and  liabilities  of Marrco.  The Company may have some exposure to
             this liability should it be pursued to pay this judgment.

             As  mentioned  in Note 3, the Company may have to take legal action
             to recover  350,000 shares of its common stock.  A shareholder  has
             threatened to initiate  legal action to retain the 350,000  shares.
             The Company  believes the action has no merit since the transaction
             did not provide any benefit to the Company as represented.

NOTE 13:     STOCK OPTION PLAN AND WARRANTS

             At December 31, 1996, the Company set aside 2,500,000 shares of its
             common stock for an  incentive  stock  option plan  established  by
             Marrco in 1993.  These  options were fully vested as of the date of
             the Company's acquisition of Marrco. The exercise price is $.88 per
             share.  None of the stock options have been exercised.  The options
             expired  December 28,  1998.  There were also  outstanding  300,000
             redeemable  Class "B" common  stock  purchase  warrants to purchase
             common  stock at a price of $2.00 per share and  25,000  redeemable
             Class "C" common stock purchase  warrants with a price of $4.00 per
             share.  These  warrants  expired  March 31,  1999 and  couldn't  be
             exercised prior to June 16, 1994.

NOTE 14:     SUBSEQUENT EVENTS

             Under the terms of the Class A  Preferred  Stock  (See Note 3), 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.  The  holders  of  the
             remaining  shares of Class A Preferred Stock that were issued after
             October 16, 1998,  totaling 3,767,501 shares,  agreed to convert at
             the same rate of five shares of common stock for every one share of
             Class A Preferred  Stock.  The latter  conversion wasl be effective
             simultaneous to the reverse stock split described below.

             In 1998,  the Company  issued  approximately  132,500 shares of its
             Series A Preferred  stock to satisfy debts and  liabilities  in the
             amount of $385,000.

             In the  first  two  quarters  of 1999,  the  Company  sold  certain
             wireless  cable  licenses  with book value at December  31, 1997 of
             approximately  $513,000  in exchange  for stock in another  company
             valued at  $500,000.  This stock along with  728,738  shares of the
             Company's  Series A Preferred  stock were used to satisfy notes and
             other obligations that totaled approximately $1,450,000.

             On August 1, 1999 in accordance  with the terms and provisions of a
             certain Purchase  Agreement dated as of June 1, 1999 by and between
             the  Company  and  Media  Rage of Utah,  Inc.,  a Utah  corporation
             ("Media Rage"),  325,000  post-reverse split (See Note 3) shares of
             the Company's Common Stock,  $.001 par value per share, were issued
             to the  shareholders of Media Rage in  consideration of their sale,
             assignment and transfer to the Company of all stock  outstanding in
             Media Rage. As a consequence of the foregoing transaction, combined
             with the  issuance  of  50,000  post-reverse  split  shares  of the
             Company's  Common Stock to a third party for  services  rendered in
             connection  with such  transaction,  the total  number of shares of
             Common Stock issued and outstanding, on a post-reverse split basis,
             is 2,952,229 at August 16, 1999.

             Media Rage provides customers with user friendly software solutions
             to design and operate E-Commerce web sites, including shopping cart
             technology.  Media  Rage also  offers  custom  website  design  and
             valuable marketing information and support for its clients.

             The   Company   is   currently   exploring   additional   potential
             acquisitions  of  companies  within the  Internet  industry.  These
             include companies that are Internet Service  Providers (ISPs),  Web
             Hosting  companies,  e-commerce  sites and auction  web sites.  The
             Company  believes that with a  substantial  amount of its debt paid
             off,  it will be able to move  forward  with  one or more of  these
             acquisitions.

             Concurrent  with the  acquisition  of Media Rage,  the Company also
             changed its name to JustWebit.com, Inc.



                                       F-9

<PAGE>



                                                                      SCHEDULE 1

                     SUPERIOR WIRELESS COMMUNICATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                       GENERAL AND ADMINISTRATIVE EXPENSES



<TABLE>
<CAPTION>
                                                                             Years ended                      Period from
                                                                            December 31,                     4-1-94 (A) to
                                                                     1997                  1996                12-31-97
                                                              ------------------    -----------------     -----------------
<S>                                                           <C>                   <C>                   <C>
Accounting                                                    $            7,523    $          16,792     $          59,558
Automobile expense                                                        13,400                5,156                32,907
Bad debts                                                                      0                    0                 9,527
Debt forgiveness - related party                                          (3,582)                   0               (28,582)

Dues and subscriptions                                                     3,309                3,764                13,444
Fees and commissions                                                       7,781               19,829                77,924
Insurance                                                                    728                7,443                21,262
Legal                                                                      9,210              119,590               280,313

Marketing and advertising                                                    662                2,704                20,543
Meals and entertainment                                                      326                3,008                 8,834
Office expense                                                             1,065               10,918                40,792
Outside services                                                               0                3,842                15,137

Payroll taxes and benefits                                                 2,376               25,010               127,187
Postage                                                                    1,263               17,417                56,200
Professional                                                              14,502               65,300               150,177
Relocation expense                                                             0                    0                19,091

Rent expense                                                               4,060               85,580               210,425
Repairs and maintenance                                                        0                  411                 5,086
Salaries                                                                  72,000              382,317             1,251,525
Taxes and licenses                                                           457                2,015                 9,058

Telephone                                                                  5,070               39,297               114,946
Travel                                                                    12,285               47,506               154,018
Miscellaneous                                                                  0                1,876                 5,748
Overhead reimbursement                                                    (7,934)            (100,000)             (107,934)
                                                              ------------------    -----------------     -----------------

                                                              $          144,501    $         759,775     $       2,547,186
                                                              ==================    =================     =================
</TABLE>

A Date Company re-entered the development stage.


                                      F-10