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, 1999
                                            -----------------

                                       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
                         ----------

                               JUSTWEBIT.COM, 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)

         201 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 X             No

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best 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.
         [ ]

         The aggregate  market value of voting stock held by  non-affiliates  of
the  registrant  on March 30, 2000 was  $11,172,381  based on a closing price of
$3.125.

         The number of shares  outstanding of the  registrant's  Common Stock on
March 30, 2000 was 5,512,106.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None



                                        1

<PAGE>



                                      INDEX

<TABLE>
<CAPTION>
                                                                                               Page
                                                                                              Number
                                     PART I.
<S>                                                                                        <C>
Item 1.    Business.                                                                             3

Item 2.    Properties.                                                                          11

Item 3.    Legal Proceedings.                                                                   11

Item 4.    Submission of Matters to a Vote of Security Holders.                                 11

                                    PART II.

Item 5.    Market for the Registrant's Common Stock and Related Stockholder Matters.            11

Item 6.    Selected Financial Data.                                                             12

Item 7.    Management's Discussion and Analysis of Financial Condition
           and Results of Operations.                                                           12

Item 8.    Financial Statements and Supplementary Data.                                         15

Item 9.    Changes in and Disagreements with Accountants on Accounting
           and Financial Disclosure.                                                            15

                                    PART III.

Item 10.   Directors and Executive Officers of the Registrant.                                  15

Item 11.   Executive Compensation.                                                              16

Item 12.   Security Ownership of Certain Beneficial Owners and Management.                      16

Item 13.   Certain Relationships and Related Transactions.                                      17

                                    PART IV.

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

</TABLE>


                                        2

<PAGE>



                                     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").  Such  statements are not based on historical
facts and are based on current  expectations,  including,  but not  limited  to,
statements  regarding  the  Company's  plans  for  future  development  and  the
operation of its business.  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  that could cause
actual results to differ  materially from those  expressed or forecasted.  Among
the  factors  that  could  cause  actual  results to differ  materially  are the
following:  a lack  of  sufficient  capital  to  finance  our  business  plan on
commercially  acceptable terms;  changes in labor,  equipment and capital costs;
our  inability  to attract  strategic  partners;  general  business and economic
conditions;  and the  other  risk  factors  described  from  time to time in our
reports filed with the Securities and Exchange  Commission  ("SEC").  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.

ITEM 1.           BUSINESS

THE COMPANY

         JustWebit.com  offers  small  to  mid-sized  businesses  an  end-to-end
solution that addresses the challenges associated with implementing a successful
e-commerce  strategy.  The  Company  offers  any  business  access  to its  free
e-commerce  web site  builder and sells a  comprehensive  suite of products  and
services designed to assist  businesses create a successful online presence.  As
of December  31,  1999,  the Company  hosted in excess of 3,000  e-commerce  web
sites.

BACKGROUND

         The Company was  incorporated in Nevada in 1984 under the name Ventures
Diversified,  Ltd.  The name was changed to MVID  International  Corporation  in
1987.

         On March 14, 1994, in accordance  with the terms 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  were  issued  to  Marrco in
consideration  of Marrco's  sale,  assignment and transfer to the Company of all
rights, title and interest of Marrco 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 Company were  exchanged  for one share of
Class A Convertible  Cumulative  Preferred  Stock,  par value of $.001 per share
(the "Class A Preferred Stock").  Pursuant to the terms of the Class A Preferred
Stock,  each share of Class A Preferred Stock outstanding as of October 16, 1998
(the "Automatic Conversion Date"), was automatically  converted into five shares
of the Company's Common Stock on the Automatic  Conversion  Date.  Holders of an
additional  3,767,501  shares of Class A Preferred  Stock that were issued after
the Automatic  Conversion Date agreed to convert their shares into shares of the
Company's Common Stock at the same conversion rate.

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

         As of December 31, 1999, the Company had 5,383,129 shares of its Common
Stock outstanding.



                                        3

<PAGE>



INDUSTRY BACKGROUND

Rapid Growth of the Internet and E-Commerce

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

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

Challenges to Conducting Commerce over the Internet

         Businesses and merchants increasingly are determining that they need an
online  presence  to  take  advantage  of  the  rapid  growth  and  benefits  of
e-commerce.  To conduct commerce online  effectively and  efficiently,  however,
businesses and merchants must address a number of challenges:

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

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

         o        TRANSACTION   PROCESSING:   Businesses   and  merchants   must
                  implement  solutions  that  enable  them  to  efficiently  and
                  effectively  process  orders  once  they  are  placed.  Online
                  transaction  processing  is complex  and  involves a number of
                  elements  including secure,  dependable,  automated  real-time
                  payment   authorization,   calculation  of  tax  and  shipping
                  charges,  order tracking and customer  service.  Online orders
                  for physical goods must be transmitted to fulfillment centers,
                  distributors  or  merchant-  owned  distribution  centers  for
                  shipment  of  the  goods.   In  light  of  these   challenges,
                  businesses and merchants who choose to internally  develop and
                  maintain an  e-commerce  presence  must  invest a  significant
                  amount  of  capital  and   technical   resources.   E-commerce
                  technology evolves rapidly,

                                        4

<PAGE>



                  necessitating timely implementation and upgrades.  The lengthy
                  and often cost-prohibitive  nature of in-house development and
                  maintenance has caused an increasing  number of businesses and
                  merchants  to  outsource  some  or  all  of  their  e-commerce
                  capability   development  to  third-party  service  providers.
                  Outsourced  solutions  offer  convenience and savings but most
                  service providers  specialize in specific,  limited aspects of
                  an Internet merchant's business. Merchants who outsource their
                  e-commerce   capability   development  typically  must  devote
                  significant   technical   expertise  and  other  resources  to
                  coordinate   multiple   vendors  and   integrate  the  various
                  components.

         As  e-commerce  solutions  evolve and online  businesses  and merchants
proliferate,  need and demand increase for outsourced  e-commerce solutions that
seamlessly  integrate  every  aspect  of  an  online  business  from  storefront
development to marketing services, transaction processing and fulfillment.

The JustWebit.com Solution

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

         Key benefits of our solution include:

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

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

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

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

STRATEGY

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

         o        ENHANCE  AND  EXTEND  OUR  E-COMMERCE  ENABLING  PRODUCTS  AND
                  SERVICES.  The Company intends to continue to add new features
                  to  our  web  site  and to  continually  enhance  the  current
                  e-commerce   enabling   solutions   offered  by  the  Company.
                  JustWebit  believes that, for little  incremental cost, we can
                  easily  integrate  into our package of products  new  features
                  that will

                                        5

<PAGE>



                  contribute   additional   revenues   from   lead   generation,
                  advertising, upselling merchant services and cross promotion.

         o        CREATION OF A JUSTWEBIT.COM  MARKETPLACE AND MALL. The Company
                  is currently  developing a marketplace for a broader  exposure
                  to its customers and merchants. The Company plans on marketing
                  and  promoting  the  marketplace  in order to  promote  a high
                  volume of shopper  traffic to  increase  the number of quality
                  customer leads generated for listed merchants.

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

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

         o        INTERNATIONAL   EXPANSION.   The  Company  is  looking  toward
                  expanding  its  customer  base well  beyond the United  States
                  market.  A Spanish version of the  JustWebit.com  web site and
                  technology  is currently  being created and should be launched
                  in the first quarter of 2000.  This will enable the Company to
                  tap  into  the  growing  Spanish  speaking   audience  on  the
                  Internet.  The Company will expand its international  presence
                  by entering into strategic  alliances with foreign businesses.
                  Additionally,  the Company  plans on expanding by  registering
                  its web site on  international  search  engines,  seeking  out
                  relationships with foreign portal web sites, and by developing
                  other foreign-language user interfaces.

OUR PRODUCTS AND SERVICES

Merchant Services

         JustWebit.com  offers  businesses  and  merchants  a  wide  variety  of
enabling products and services, including:

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

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

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

                                        6

<PAGE>



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

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

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

Employees

         As of December 31, 1999,  the Company and its subsidiary had a total of
13 employees.

FACTORS AFFECTING OUR OPERATING RESULTS, OUR BUSINESS AND OUR STOCK PRICE

YOU  SHOULD  CAREFULLY   CONSIDER  THE  RISKS  DESCRIBED  BELOW  AND  THE  OTHER
INFORMATION IN THIS ANNUAL REPORT. WHILE WE HAVE ATTEMPTED TO IDENTIFY ALL RISKS
THAT  ARE  MATERIAL  TO OUR  BUSINESS,  ADDITIONAL  RISKS  THAT WE HAVE  NOT YET
IDENTIFIED  OR THAT WE  CURRENTLY  THINK  ARE  IMMATERIAL  MAY ALSO  IMPAIR  OUR
BUSINESS OPERATIONS.  THE TRADING PRICE OF OUR COMMON STOCK COULD DECLINE DUE TO
ANY OF THESE RISKS. IN ASSESSING THESE RISKS, YOU SHOULD ALSO REFER TO THE OTHER
INFORMATION  IN  THIS  ANNUAL  REPORT,   INCLUDING  THE  CONSOLIDATED  FINANCIAL
STATEMENTS AND RELATED NOTES.

RISKS RELATED TO OUR BUSINESS

Recent Entry into the E-Commerce Field

         JustWebit.com  recently  changed  the focus of its  business  to assist
businesses and merchants to conduct commerce over the Internet. In October 1999,
the  JustWebit.com  web site was  launched as an automated  e-commerce  web site
builder  to  be  used  by  prospective  customers.   Prospective  investors  and
shareholders  should consider the risks,  expenses and difficulties  that may be
encountered as a young company in a rapidly evolving market.

The Company Has a History of Losses and Expects Future Losses

         The  Company  incurred  net  losses of  $(340,102)  for the year  ended
December 31,  1999.  Prior to entering  into its current  line of business,  the
Company had a history of operating losses. At December 31, 1999, the Company had
an accumulated  deficit of $(4,733,653).  The Company plans on investing heavily
in sales and marketing,  technology infrastructure and research and development.
As a result,  significant  revenues  must be  generated  in order to achieve and
maintain  profitability.  The  Company  expects  that its  sales  and  marketing
expenses,  research  and  development  expenses  and general and  administrative
expenses  will  continue to increase in absolute  dollars and may  increase as a
percentage of revenues. In addition,  the Company may incur substantial expenses
in connection with future acquisitions.

Future Revenues are Unpredictable and May Fluctuate

         The  Company's  business  model has only been applied  since the fourth
quarter of 1999 and continues to evolve.  Therefore the Company's management has
limited experience in planning the financial needs and operating expenses of the
business. It is difficult for the Company to accurately forecast our revenues in
any given  period.  Revenue  growth  rates may not be able to be  sustained  and
sufficient revenues may not be generated to achieve  profitability.  If revenues
in a particular  period fall short of  expectations,  the Company will likely be
unable to  quickly  adjust  spending  in order to  compensate  for that  revenue
shortfall.


                                        7

<PAGE>



         Operating  results and revenues  are likely to fluctuate  substantially
from period to period as a result of a number of factors, such as:

         o        declines in the number of  businesses  and  merchants to which
                  the Company provides its products and services;

         o        the  amount  and timing of  operating  costs and  expenditures
                  relating to expansion of operations; and

        o         the mix of products and services that are sold.

         In  addition,  factors  beyond  the  Company's  control  may also cause
operating results to fluctuate, such as:

         o        the  announcement or introduction of new or enhanced  products
                  or services by competitors; and

        o         the pricing policies of competitors.

         Period-to-period comparisons of the Company's operating results may not
be a good indicator of future  performance.  It is likely that operating results
in some  quarters may not meet the  expectations  of stock  market  analysts and
investors and this could cause the Company's stock price to decline.

Business Model is Unproven and Changing

         The  Company's  business  model  consists of providing  businesses  and
merchants with  e-commerce  enabling  solutions.  The Company and its management
have limited experience.  Accordingly, the business model may not be successful,
and may  need to be  changed.  The  Company's  ability  to  generate  sufficient
revenues to achieve  profitability will depend, in large part, on its ability to
successfully  market its  e-commerce  products  and services to  businesses  and
merchants that may not be convinced of the need for an online presence or may be
reluctant  to rely upon third  parties to develop  and manage  their  e-commerce
offerings and marketing efforts.

The Company's  Success Depends Upon Achieving  Adequate Market Share to Increase
Revenues and Become Profitable

         The  Company's  success  depends  upon  achieving   significant  market
penetration  and acceptance of its e- commerce  enabling  products and services.
The Company has only recently begun to expand its marketing  efforts designed to
promote the use of its free web site builder and hosting  services to businesses
and  merchants.  The Company is dependant  upon its  customers  buying  upgraded
services  in order to generate  adequate  revenues.  The  Company  also needs to
increase  its  customer  base  substantially  in order to increase  revenues and
become  profitable.  The Company may not currently have adequate market share to
successfully  execute  its  business  plan.  If it is unable to reach and retain
substantial  numbers of businesses and merchants,  the business model may not be
sustainable.

The Company Faces Significant Competition

The market for e-commerce  enabling products and services is highly competitive,
and  competition  is expected to intensify in the future.  Barriers to entry are
not significant. Failure to compete effectively could result in the following:

         o        fewer  businesses  and  merchants  relying  upon our  enabling
                  solutions;
         o        decrease in product upsales and revenues generated therefrom;
         o        decrease  in the  ability  for the  Company to sell its banner
                  advertising space;
         o        the  obsolescence  of the technology  underlying the Company's
                  products and services;

         The number of  companies  providing  e-commerce  enabling  products and
services is large and increasing at a rapid rate.  Additional companies which to
date have not had a  substantial  commercial  presence on the Internet or in the
Company's markets will offer competing products and services.

         Many  competitors  and  potential   competitors  may  have  substantial
competitive advantages as compared to the Company, including:

        o         larger customer or user bases;

                                        8

<PAGE>



         o        the ability to offer a wider array of e-commerce  products and
                  solutions;
         o        greater  name  recognition  and larger  marketing  budgets and
                  resources;
         o        substantially   greater   financial,   technical   and   other
                  resources; and
         o        larger production and technical staffs.

         These  advantages  may enable  competitors to adapt more quickly to new
technologies  and customer needs,  devote greater  resources to the promotion or
sale of their  products and services,  take  advantage of  acquisition  or other
opportunities  more  readily,  or develop and expand  their  product and service
offerings more quickly.

         In  addition,  as the  use of the  Internet  and  online  products  and
services  increases,  larger  well-established  and  well-financed  entities may
continue  to  acquire,  invest  in or form  joint  ventures  with  providers  of
e-commerce  enabling solutions,  and existing providers may consolidate.  Any of
these trends would increase competition faced by the Company.

If Strategic Relationships are not Entered into Business may Suffer

         An important  element of the Company's  strategy involves entering into
business  relationships  with other  companies.  The  success of the  Company is
dependent  on  developing  new  strategic   relationships.   These   contractual
relationships  typically  involve  joint  marketing,  licensing  or  promotional
arrangements.  Although  these  relationships  are an  important  factor  in the
business  strategy  because they will enable the Company to enhance  product and
service  offerings,  the parties with which the Company  contracts  may not view
this  relationship as significant to their own businesses.  To date, the Company
has not derived  material  revenue from these  relationships,  and some of these
relationships  may impose  substantial  obligations  on the  Company.  It is not
certain that the benefits will outweigh our obligations.  If strategic  business
relationships  cannot be formed or are discontinued for any reason, the business
and results of operations may be significantly harmed.

If the  Company  fails to  Effectively  Manage  the Rapid  Growth of  Operations
Business Will Suffer

         The  Company's  ability  to  successfully  offer  e-commerce   enabling
products and  services and  implement  its business  plan in a rapidly  evolving
market requires an effective planning and management  process.  The scope of the
Company's  operations are  increasing and expected to continue to increase.  The
total number of employees  has grown from one at the  beginning of 1999 to 13 as
of  December  31,  1999.  This  growth has placed and will  continue  to place a
significant  strain on management  systems,  infrastructure  and resources.  The
Company will need to continue to improve  financial and managerial  controls and
reporting systems and procedures, and will need to continue to expand, train and
manage our workforce.  Furthermore, the Company expects that it will be required
to manage an increasing number of relationships with various customers and other
third parties.  Any failure to expand any of the foregoing areas efficiently and
effectively could cause business to suffer.

The Company Depends on Key Management Personnel for Successful Operations

         The Company's success depends on the skills, experience and performance
of its  management  and other key  personnel.  Business could also suffer if key
personnel are not retained.

Additional Funds will be Required to Successfully Operate and Expand

         Current  liquid  resources may not be adequate to sustain the Company's
current level of growth.  Consequently,  additional funds may be required.  This
financing may not be available on favorable terms or at all. If additional funds
are  raised by selling  stock,  the  percentage  ownership  of the then  current
shareholders  will  be  reduced.  If  adequate  funds  to  satisfy  our  capital
requirements  can not be  raised,  the  Company  may  have to  limit  operations
significantly.

RISKS RELATED TO OUR INDUSTRY

Success is  Dependent  on  Continued  Increases  in the Use of the Internet as a
Commercial Medium

         The Company  depends  greatly on the growing use and  acceptance of the
Internet by  businesses,  merchants and shoppers as a medium of commerce.  Rapid
growth in the use of and  interest  in the  Internet  and  online  products  and
services is a recent development.  No one can be certain that acceptance and use
of the Internet and online products

                                        9

<PAGE>



and  services  will  continue  to develop or that a  sufficiently  broad base of
businesses,  merchants  and shoppers will adopt and continue to use the Internet
and online products and services as a medium of commerce.

         The  Internet  may fail as a  commercial  marketplace  for a number  of
reasons,  including potentially  inadequate development of the necessary network
infrastructure  or  delayed  development  of  enabling  technologies,  including
security technology and performance  improvements.  For example, if technologies
such as software that stops  advertising from appearing on a web user's computer
screen gain wide acceptance,  the  attractiveness of the Internet to advertisers
would be diminished, which could harm the Company's business.

The Company is Dependent on the  Internet  Infrastructure  Provided by Others to
Operate its Business

         The  Company's  success  depends  in  large  part  on  other  companies
maintaining the Internet  infrastructure.  In particular,  the Company relies on
other companies to maintain a reliable network  backbone that provides  adequate
speed,  data capacity and security and to develop  products that enable reliable
Internet access and service. If the Internet continues to experience significant
growth in the number of users,  frequency of use and amount of data transmitted,
the  Internet   infrastructure  of  thousands  of  computers  communicating  via
telephone  lines,  coaxial  cable and other  telecommunications  systems  may be
unable to support the demands  placed on it, and the  Internet's  performance or
reliability may suffer as a result of this continued  growth. If the performance
or reliability  of the Internet  suffers,  Internet users could have  difficulty
obtaining  access  to the  Internet.  In  addition,  data  transmitted  over the
Internet, including information and graphics contained on web pages, could reach
Internet  users much more slowly.  This could result in  frustration of Internet
users, which could decrease online traffic and cause advertisers to reduce their
Internet expenditures.

Future  Governmental  Regulation and Privacy Concerns Could Adversely Affect the
Company

         The  Company  is not  currently  subject  to direct  regulation  by any
government agency,  other than regulations  applicable to businesses  generally,
and there are currently few laws or regulations directly applicable to access to
or commerce on the Internet.  However, due to the increasing  popularity and use
of the Internet,  a number of  legislative  and  regulatory  proposals are under
consideration by federal, state, local, and foreign governmental  organizations,
and it is  possible  that a number of laws or  regulations  may be adopted  with
respect to the  Internet  relating  to issues  such as user  privacy,  taxation,
infringement,  pricing,  quality of  products  and  services,  and  intellectual
property ownership. The adoption of any laws or regulations that have the effect
of imposing additional costs,  liabilities,  or restrictions relating to the use
of the Internet by businesses or consumers  could decrease the growth in the use
of the  Internet,  which could,  in turn,  decrease the demand for the Company's
products and services, decrease traffic on our online marketplaces, increase the
cost of doing  business,  or  otherwise  have a material  adverse  effect on the
Company's business.

         Moreover,  the applicability to the Internet of existing laws governing
issues  such  as  property  ownership,   copyright,   trademark,  trade  secret,
obscenity,  libel,  and personal  privacy is uncertain and  developing.  Any new
legislation or regulation,  or application or  interpretation  of existing laws,
could have a material adverse effect on business.

         The  Federal  Communications  Commission  is  currently  reviewing  its
regulatory  positions on the privacy protection given to data transmissions over
telecommunications   networks   and   could   seek  to   impose   some  form  of
telecommunications   carrier  regulation  on  telecommunications   functions  of
information  services.  State public utility commissions generally have declined
to regulate  information  services,  although the public service  commissions of
some states  continue to review  potential  regulation of such services.  Future
regulation or regulatory  changes  regarding  data privacy could have an adverse
effect on our business by requiring us to incur substantial  additional expenses
in order to comply with this type of regulation.

         A number of proposals  have been made at the  federal,  state and local
level that would impose  additional taxes on the sale of goods and services over
the  Internet  and certain  states have taken  measures to tax  Internet-related
activities.  Foreign countries also may tax Internet transactions.  The taxation
of  Internet-related  activities  could have the effect of  imposing  additional
costs on  companies,  such as  JustWebit.com,  that  conduct  business  over the
Internet.  This,  in turn,  could  lead to  increased  prices for  products  and
services,  which could result in decreased  demand for the Company's  e-commerce
solutions.



                                       10

<PAGE>



RISKS RELATED TO AN INVESTMENT IN OUR STOCK

Our Stock Price May be Volatile

         The stock market in general,  and the stock prices of  Internet-related
companies in particular, have recently experienced extreme volatility, which has
often been unrelated to the operating  performance of any particular  company or
companies.  The Company's  stock price could be subject to wide  fluctuations in
response to factors such as the following:

         o        actual or  anticipated  variations  in  quarterly  results  of
                  operations;
         o        the addition or loss of merchants and shopper traffic;
         o        announcements of technological  innovations,  new products, or
                  services by the Company or its competitors;
         o        conditions  or  trends  in  the  Internet,   e-commerce,   and
                  marketing industries;
         o        changes in the market  valuations of other  Internet or online
                  service or software companies;
         o        our  announcements  of  significant  acquisitions,   strategic
                  relationships, joint ventures, or capital commitments;
         o        additions or departures of key personnel;
         o        sales of our common stock;
         o        general market conditions; and
         o        other  events  or  factors,  many  of  which  are  beyond  the
                  Company's control.

         These broad market and industry  factors may  materially  and adversely
affect the Company's stock price,  regardless of its operating performance.  The
trading  prices  of the  stocks  of  many  technology  companies  are at or near
historical  highs and  reflect  price to  earnings  ratios  substantially  above
historical levels. These trading prices and price- to-earnings ratios may not be
sustained.

ITEM 2.           PROPERTIES

         The Company  currently  rents 4,300 square feet of office space for its
operating  offices in Orem,  Utah.  The monthly  rent on this space is currently
$4,728 per month and the lease runs through  September of 2002. The Company also
rents 300 square feet of office space for its corporate offices,  under a rental
arrangement with the Company's President. This rent is accrued at a rate of $500
per month.

ITEM 3.           LEGAL PROCEEDINGS

         None.

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

         None.

                                     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 "JTWB." As of March 29, 2000, the Company had 756 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.  The prices  reflected  below have
been adjusted for the  conversion  of the  Preferred  Series A Stock into Common
Stock and a reverse stock split that was made  effective on August 18, 1999. The
following  quotations  reflect  inter-dealer  prices,  without  retail  mark-up,
mark-down, or commission and may not represent actual transactions, nor a liquid
trading market.


                                       11

<PAGE>



                                                             Closing
                                                              Price
                                                     High               Low
Fiscal Year Ended December 31, 1997
         First Quarter                           $        2.00    $         0.25
         Second Quarter                          $        1.00    $         0.25
         Third Quarter                           $        1.00    $         0.25
         Fourth Quarter                          $        1.00    $        0.125
Fiscal Year Ended December 31, 1998
         First Quarter                           $        2.00    $         0125
         Second Quarter                          $        1.00    $        0.125
         Third Quarter                           $        1.00    $        0.125
         Fourth Quarter                          $        1.00    $        0.125
Fiscal Year Ended December 31, 1999
         First Quarter                           $        0.20    $        0.125
         Second Quarter                          $        1.00    $         0.80
         Third Quarter                           $       1.125    $         0.75
         Fourth Quarter                          $        7.50    $         0.75
Fiscal Year Ended December 31, 2000
         First Quarter (through March 29, 2000)  $        3.00    $         4.50

         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,  1998 and 1999 and for the  years  ended  December  31,  1998 and 1999  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.

                               JustWebit.com, Inc.
                              Summary of Operations
                                  December 1999

                                                 1999              1998
                                            --------------    ---------
         Total Assets.......................$      801,424    $     351,806
         Revenues...........................        98,923            7,000
         Operating Expenses.................       617,745          906,005
         Net Earnings (Loss)................      (340,102)        (530,139)
         Per Share Data Earnings (Loss).....          (.55)           (1.33)

         Average Common Shares
           outstanding......................       622,794          397,339

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 is continuing 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,

                                       12

<PAGE>



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.  Simultaneously  with the reverse stock split
described  below,  the  holders  of an  additional  3,767,501  shares of Class A
Preferred Stock that were issued after October 16, 1998,  converted their shares
at the same rate of five  shares of common  stock for every one share of Class A
Preferred Stock.

         Effective  August 18, 1999,  the 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  were
outstanding.

         On August 1, 1999, the Company  acquired Media Rage of Utah,  Inc. as a
wholly owned subsidiary.

         As of December 31, 1999,  there were  5,383,129  shares of common stock
outstanding.

Results of Operations for the Two Years Ended December 31, 1999

         Revenues

         The Company currently did not have any ordinary and significant  source
of revenues during the 1998 fiscal year.  However,  the Company did sell some of
its  wireless  cable  channels  rights and other  assets.  The Company  recorded
revenues of approximately  $7,000 for the year ended December 31, 1998 from sale
of assets  and  licenses.  The  Company  also  recorded  $369,366  in income for
forgiveness of indebtedness in the year ended December 31, 1998.

         As part of its redirection of the Company's focus line of business, all
wireless cable channel rights and  transmission  equipment  related thereto were
sold to a related party. The Company recognized $308,092 in revenues as a result
of these sales. The Company also recognized  $194,000 in income from collections
on a note  receivable  that had  previously  been  written-off.  During the 1999
fiscal  year,  the  Company  reported  income  of  approximately   $12,000  from
forgiveness  of  debt  and  approximately   $60,000  in  income  from  gains  on
extinguishing debt.

         With the  acquisition of the Media Rage subsidiary and the launching of
the JustWebit.com web site, the Company began reporting revenues from operations
in August of 1999. With this development,  the Company is no longer considered a
development  stage  enterprise.  The  Company  reporting  operating  revenues of
$98,923 for the fiscal year ended December 31, 1999.

         Cost of Sales

         The net book  value of the  fixed  assets  sold  for the  period  ended
December 31, 1998 was zero.  The book value of the assets sold in the year ended
December  31, 1999 was equal to  $190,793.  This  resulted in a gross  profit of
$117,299.

         Selling, General and Administrative Expenses

         The Company incurred total general and administrative  expenses ("G&A")
of $642,611 for the year ended  December 31, 1999 as compared to $95,672 for the
fiscal year ended December 31, 1998.  This represents an increase of 672% in G&A
expenses.  The increase was due to the Company's  acquisition  of Media Rage and
the development of the  JustWebit.com web site. During the 1998 fiscal year, the
Company had only one  employee  who  accrued a salary of $72,000 per year.  This
accrued  salary  was  converted  into  common  stock  in  July of 1999 at a post
reverse- split rate of $1.50 per share.

         Depreciation and Amortization

         Depreciation  and amortization for the year ended December 31, 1998 was
equal  to  $104,487.  This is  dramatically  higher  than the  depreciation  and
amortization  of $8,653  expensed  in the year  ended  December  31,  1999.  The
decrease  is due to the sale of the  wireless  cable  licenses  that were  being
amortized over a five-year period.



                                       13

<PAGE>



         Interest Expense

         The Company  incurred  interest  expense of $240,363 in the fiscal year
ended  December  31, 1998.  The majority of notes and interest  bearing debt was
converted into stock in 1999. This significantly  reduced the Company's interest
expense for the year ended December 31, 1999 to $142,121.

         In  December  of 1999 the  Company  received  a note in the  amount  of
$250,000 from Newport Federal  Financial.  This note carries an interest rate of
12% and is due and payable on January 2, 2001. As an incentive for entering into
the note  agreement,  the Company  issued  180,000 shares of its common stock to
Newport Federal Financial.

         Income Tax Benefit

         For the fiscal  year  ending  December  31,  1998,  the Company had net
operating loss carryforwards  equal to approximately  $4,200,000.  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

         The Company recorded a net loss of $(340,102) for the fiscal year ended
December 31, 1999, as compared to a net loss of  $(530,139)  for the fiscal year
ended December 31, 1998.

Liquidity and Capital Resources

         The Company had working  capital of $331,470 as of December  31,  1999.
The Company has continued to raise capital  through  various  private  placement
offerings of its stock.  The Company  believes that future equity sales or other
financings can be achieved to adequately finance its growth.

Certain Indebtedness

         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, including interest accrued
thereon, were converted into Class A Preferred Stock in 1999.

Income Tax Matters

         The Company has had no material  state or Federal  income tax since its
inception.  As of December 31, 1999, the Company had approximately  $4.7 million
in net operating  loss  carryforwards  for tax purposes,  expiring in years 2006
through 2014. 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.


                                       14

<PAGE>



ITEM 8.           FINANCIAL STATEMENTS

         The  financial  statements  of the  Company  are set forth  immediately
following the signature page to this Form 10-KSB.

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

         None.

                                    PART III

ITEM 10.          DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         Name                   Age     Position

         Jon R. Marple          33      Chairman and President.
                                        Chief Financial Officer
                                        and Director since October 16, 1996.

         Brooks M. Freeman      56      Director since October 16, 1996.

         Dr. Charles Bartell    76      Director since March 14, 1994.  Director
                                        of Marrco since its inception in 1991.

         Jon  Richard  Marple,  age 33, has served as a director  of the Company
since 1996.  Mr.  Marple is currently  serving as President  and Chairman of the
Company.  He has also been the Vice  President,  Treasurer  and Chief  Financial
Officer of the Company since 1996. Prior to that time, he was the Company's Vice
President of Wireless  Operations  overseeing the launch of the Company's  first
wireless  cable  system  in  Beaumont,  Texas.  He has also been  involved  with
license/lease  and purchase  negotiations  as well as  assisting  the Company in
obtaining interim financing.  From 1989-1993,  Mr. Marple was a tax manager with
the  accounting  firm of KPMG Peat  Marwick.  He worked in the  firm's  Oakland,
Seattle  and San Diego  offices  before  resigning  to pursue  various  wireless
telecommunications ventures. Mr. Marple has a Bachelors degree in Economics from
the University of California at Berkeley.

         Dr. Charles  Bartell,  age 76, has been a director of the Company since
1994. Dr. Bartell  graduated  from the University of Kansas Medical  School.  He
fulfilled his internship at the U.S. Naval Hospital in Great Lake,  Illinois and
he fulfilled his surgical residence at Memorial Hospital Long Beach, California.
During the Korean War, Dr. Bartell was Lt.  Commander and Regimental  Surgeon of
the 5th Marine Regiment. Dr. Bartell subsequently served as Chief of Surgery and
Chief of Staff at Alondra Community Hospital in Bellflower,  California.  He was
also a former President of the Rocky Mountain  Traumatic  Surgical  Society.  He
retired from medical  practice in 1985 and has since become active in commercial
real estate, operating offices in Newport Beach, California and Aspen, Colorado,
and  investments  in the United States and Russia.  He brings his  experience in
human relations, business management and personnel to the Board.

         Brooks M.  Freeman,  age 56, has been a director of the  Company  since
1996. Mr. Freeman is the Managing Partner of Freeman & Associates,  a networking
consulting  partnership.  He also acts as the  Managing  Consultant  of Caminito
Cellular  Partnership,  a cellular telephone  business,  and is a principle in a
wireless data services project.  From 1992 to 1996, Mr. Freeman acted as General
Manger of Client/Server  Computing for IBM's Asia Pacific Service Corporation in
Hong Kong,  responsible for  implementing  wire and wireless  network  computing
systems,  encompassing  eleven  Asian  countries.  He also was a North  American
Director of Technical Computing at IBM (Engineering and Scientific Computing,  a
$400 million  business unit),  and was  instrumental in the development of IBM's
RISC System/6000 workstations. Mr. Freeman retired from IBM in 1998.

Board of Directors and Committees

         The  Board  of  Directors  meets  during  its  fiscal  year  to  review
significant  developments  affecting the Company and to act on matters requiring
board  approval.  The  Board of  Directors  met and acted by  unanimous  written
consent six (6) times  during the 1999 fiscal  year.  During  such  period,  all
members of the Board participated in 100% of all Board meetings.

                                       15

<PAGE>



ITEM 11.          EXECUTIVE COMPENSATION

Summary Compensation Table

         The  following  table  sets forth the  annual  and  long-term  cash and
non-cash  compensation  paid and payable by the Company for services rendered in
all capacities  during the fiscal years ended December 31, 1999,  1998 and 1997,
to the Company's interim Chairman and President.


<TABLE>
<CAPTION>
                                      Annual Compensation                   Long Term Compensation

                                                                             Awards               Payouts
     Name and        Year      Salary     Bonus     Other annual    Restricted    Securities       LTIP        All other
principal position              ($)        ($)      compensation       stock      Underlying      payouts     compensation
                                                         ($)         award(s)      Options/         ($)           ($)
                                                                        ($)        SARs (#)
<S>                  <C>     <C>         <C>          <C>                <C>           <C>           <C>           <C>
Jon R. Marple,       1999    36,000(1)  -0-           $3,000(2)         -0-           -0-           -0-           -0-
Chairman,                    36,000(3)                $3,000(3)
President  and       1998    72,000(1)  -0-           $6,000(2)         -0-           -0-           -0-           -0-
Chief Financial      1997    72,000(1)  -0-           $3,000(2)         -0-           -0-           -0-           -0-
Officer
------------------  -------  ---------- ---------  --------------- ------------- -------------  ----------- ----------------
</TABLE>

(1)      Represents  accrued salary that was accrued and not paid as of December
         31, 1997.  This  compensation  and all other amounts owed to Mr. Marple
         were converted into shares of Class A Preferred Stock in July, 1999.
(2)      Represents  charges for rent of home office space that is currently the
         principal office of the Company.  This amount was converted into shares
         of Class A Preferred Stock in July, 1999.
(3)      Included  $36,000 of accrued  salary and 3,000 of accrued rent that was
         accrued and not paid as of December 31, 1999.

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

         The Company has not entered into any written employment  agreement with
its President or any of its other officers or employees.

ITEM 12.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Certain Beneficial Owners and Management

         The following  tables set forth  information,  as of December 31, 1999,
concerning shares of the Company's Common Stock  beneficially  owned by (i) each
stockholder  known by the Company to be the  beneficial  owner of more than five
percent (5 %) of the Company's  Outstanding  Common Stock, (ii) each stockholder
known by the Company to be the  beneficial  owner of more than five percent (5%)
of the  Company s  Preferred  Stock,  (iii)  each  director  and  officer of the
Company,  and (iv) all officers and directors of the Company as a group.  Unless
otherwise  indicated,  each person listed has sole voting and  investment  power
over the shares beneficially owned by him.

                                                Shares of        Percentage
                                               Common Stock     Common Stock
                                               Beneficially     Beneficially
                                                 Owned(1)         Owned (2)
Jon H. Marple & Mary E. Blake
   3419 Via Lido, Suite 619
   Newport Beach, CA  92663.................       1,122,296        20.4%

Jon R. Marple
   9 Mesa Lane
   Colorado Springs, CO 80906...............         808,705        14.7%


                                       16

<PAGE>



Brooks M. Freeman
   634 Cribbs Drive
   Coppell, TX  75019.......................         110,943         2.0%

Charles Bartell
   43 Canyon Drive
   Newport Beach, CA  92663.................          12,000           -

Officers and Directors as a group
   (3 individuals)..........................         931,648        16.9%
                                            ----------------  -----------

(1)  Reflects  the  effects of the  reverse 1 for 20 stock  split  which  became
effective on August 18, 1999.

(2)  Beneficial  ownership is determined in accordance with the applicable rules
     under the Securities  Exchange Act of 1934  ("Exchange  Act"). In computing
     the  number of shares  beneficially  owned by a person  and the  percentage
     ownership of that person, shares of Common Stock subject to options held by
     that person that are currently exercisable, or become exercisable within 60
     days from the date hereof, are deemed outstanding. However, such shares are
     not deemed  outstanding for purposes of computing the percentage  ownership
     of any other person. Percentage ownership is based on 5,512,106,  shares of
     Common Stock outstanding as of March 29, 2000.

ITEM 13.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Certain Relationships and Related Transactions

         From 1994  through  1998,  the  Company  borrowed  funds  from  certain
officers,  directors  and  related  parties to finance  the cost of its  ongoing
operations.  All such loans accrued interest at 12 percent per annum. Mr. Brooks
Freeman, a director of the Company, loaned a total principal amount of $101,000,
which had accrued interest approximately in the amount of $40,008 as of July 31,
1999. The Company has also borrowed  $558,226 from 720 Wireless,  Inc., a Nevada
corporation,  which had accrued  interest in the amount of $173,222,  as of July
31, 1999. Mr. Jon H. Marple, one of the Company's largest shareholders,  is also
the sole shareholder of 720 Wireless,  Inc. In addition,  Mr. Jon R. Marple, the
Company's  President  and  Chairman,  has  advanced  $68,748 to pay for  certain
expenses,  which had  accrued  approximately  $19,462 of interest as of July 31,
1999.

         All such amounts owed to the Company's directors, officer and principal
shareholders  were converted into 1,545,847 shares of Class A Preferred Stock as
of July, 1999.

         In addition, since July 1997 the Company has been renting approximately
300  square  feet of office  space from the  Company's  President.  The  Company
accrued rent at $500 per month. As of July 1999, the Company had accrued a total
of $12,000 in rental expenses. See Item 2. Properties.


                                       17

<PAGE>



                                     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-KSB:

                                                                   PAGE

Independent Auditors Report........................................F-1

Consolidated Balance Sheet as of December 31, 1999.................F-2

Consolidated Statements of Operations for the two years ended
   December 31, 1999...............................................F-3

Consolidated Statements of Changes in Stockholders Equity
   for the two years ended December 31, 1999.......................F-4

Consolidated Statements of Cash Flows for the two years
   ended December 31, 1999.........................................F-5

Consolidated Notes to the Financial Statements.....................F-6

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 13th day of
April, 2000.

                                              JustWebit.com, Inc.


                                       By:
                                            Jon Richard Marple
                                            Chairman of the Board and President

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed on the 13th day of April  2000,  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
JustWebit.com, Inc.
Salt Lake City, Utah


                          INDEPENDENT AUDITOR'S REPORT


We have  audited the  accompanying  balance  sheet of  JustWebit.com,  Inc.  and
Subsidiary as of December 31, 1999,  and the related  statements of  operations,
changes in stockholders'  equity  (deficit),  and cash flows for the years ended
December 31, 1999 and 1998. 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  JustWebit.com,  Inc.  and
Subsidiary as of December 31, 1999, and the results of its  operations,  changes
in  stockholders'  equity  (deficit),  and its cash  flows for the  years  ended
December 31, 1999 and 1998 in  conformity  with  generally  accepted  accounting
principles.


                                                       /s
                                                   CERTIFIED PUBLIC ACCOUNTANTS

Salt Lake City, Utah
March 28, 2000

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

                                       F-1

<PAGE>

                       JustWebit.com, Inc. and Subsidiary
                                  BALANCE SHEET


              ASSETS
<TABLE>
<CAPTION>
                                                                                                           December 31,
                                                                                                               1999
                                                                                                         ----------------
CURRENT ASSETS
<S>                                                                                                      <C>
           Cash in bank                                                                                  $        172,356
           Marketable securities                                                                                  246,875
           Accounts Receivable - Trade                                                                              6,419
           Prepaid expenses                                                                                       202,949
           Stockholder receivables                                                                                124,000
                                                                                                         ----------------

                                                                                    TOTAL CURRENT ASSETS          752,599

PROPERTY AND EQUIPMENT (Net of depreciation of $5,014) (Note 1)                                                    43,448

OTHER ASSETS
           Deposits                                                                                                 5,377
                                                                                                         ----------------

                                                                                                         $        801,424
                                                                                                         ================

              LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
           Accounts payable                                                                              $         71,088
           Accrued liabilities                                                                                     17,960
           Notes payable (Note 5)                                                                                  26,375
           Deferred Revenue                                                                                       226,302
           Payable - related parties (Note 3)                                                                      79,404
                                                                                                         ----------------

                                                                               TOTAL CURRENT LIABILITIES          421,129

Note Payable (Note 5)                                                                                             251,644
                                                                                                         ----------------

                                                                                       TOTAL LIABILITIES          672,773

STOCKHOLDERS' DEFICIT
           Common stock, $.001 par value;
              Authorized 50,000,000 shares;
              Issued and outstanding 5,383,129 shares                                                               5,383
           Additional paid-in capital                                                                           4,856,921
           Retained earnings (deficit)                                                                         (4,733,653)
                                                                                                         ----------------

                                                                              TOTAL STOCKHOLDERS' EQUITY          128,651
                                                                                                         ----------------

                                                                                                         $        801,424
                                                                                                         ================
</TABLE>

See Auditor's Report and Notes to Financial Statements.

                                       F-2

<PAGE>

                       JustWebit.com, Inc. and Subsidiary
                            STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                                                     Years ended December 31,
                                                                                      1999              1998
                                                                                  -------------    --------------
<S>                                                                               <C>              <C>
Sales                                                                             $      98,923    $        7,000
Cost of sales                                                                            10,360                 0
                                                                                  -------------    --------------
                                                                    GROSS PROFIT         88,563             7,000

Costs associated with abandoned projects                                                      0           465,483
Loss on investments                                                                       4,995                 0
Bad debt (Recovery)                                                                    (180,635)                0
General and administrative expenses                                                     642,611            95,672
Depreciation and amortization (Note 1)                                                    8,653           104,487
Interest and bank charges (net of interest income)                                      142,121           240,363
                                                                                  -------------    --------------
                                                                                        617,745           906,005
                                                                                  -------------    --------------

Net income (loss) before income taxes                                                  (529,182)         (899,005)

Income tax expense (benefit) (Note 4)                                                       100               500
                                                                                  -------------    --------------

                                           NET (LOSS) FROM CONTINUING OPERATIONS       (529,282)         (899,505)

DISCONTINUED OPERATIONS
   Gain on disposal of discontinued operations                                          117,299                 0
                                                                                  -------------    --------------

                                            NET (LOSS) BEFORE EXTRAORDINARY ITEM       (411,983)         (899,505)

EXTRAORDINARY ITEM
   Gain on extinguishment of debt                                                        71,881           369,366
                                                                                  -------------    --------------

                                                                      NET (LOSS)  $    (340,102)   $     (530,139)
                                                                                  =============    ==============

EARNINGS (LOSS) PER COMMON SHARE
   (Loss) from continuing operations                                              $        (.85)   $        (2.26)
   Income from discontinued operations                                                      .19                 0
   Income from extraordinary items                                                          .11               .93
                                                                                  -------------    --------------

                                                                      NET (LOSS)  $        (.55)   $        (1.33)
                                                                                  =============    ==============

Weighted average number of common shares used to compute net income
   (loss) per weighted average share                                                    622,794           397,339
                                                                                  =============    ==============
</TABLE>





See Auditor's Report and Notes to Financial Statements.

                                       F-3

<PAGE>

                       JustWebit.com, Inc. and Subsidiary
             STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                                December 31, 1998


<TABLE>
<CAPTION>
                                                                               Common Stock            Additional      Retained
                                                                              Par Value $.001            Paid-in       earnings
                                                                          Shares          Amount         Capital       (deficit)
                                                                       -------------  -------------  --------------  -------------
<S>                                                                    <C>                    <C>         <C>           <C>
Balances at 12/31/97                                                       1,498,815          1,499       2,106,181     (3,863,412)
   Issuance of common stock to settle debt at $1.00                            7,768              8             963
   Issuance of common stock to settle debt at $3.07                          123,312            123          15,674
   Sale of common stock in private placement at $1.60                         50,000             50          79,950

   Net loss for year                                                                                                      (530,139)
                                                                       -------------  -------------  --------------  -------------
Balances at 12/31/98                                                       1,679,895          1,680       2,202,768     (4,393,551)
   Issuance of restricted common stock
     To settle debt at $1.00                                               2,082,429          2,082       2,087,286
     For services at $.77                                                    135,000            135         103,615
     For cash at $.18                                                        808,168            808         143,992
     To acquire subsidiary at $.50                                           375,000            375         187,500
   Adjustment to eliminate subsidiary goodwill                                                             (244,689)
   Issuance of S-8 common stock
     For services at $1.57                                                   152,637            153         239,099
     Options exercised at $.75                                                50,000             50          37,450
     Options exercised at $1.00                                              100,000            100          99,900

   Net loss for year                                                                                                      (340,102)
                                                                       -------------  -------------  --------------  -------------
Balances at 12/31/99                                                       5,383,129  $       5,383  $    4,856,921  $  (4,733,653)
                                                                       =============  =============  ==============  =============
</TABLE>




See Auditor's Report and Notes to Financial Statements.

                                       F-4

<PAGE>

                       JustWebit.com, Inc. and Subsidiary
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                     Years ended December 31,
                                                                                      1999              1998
                                                                                  -------------    --------------
OPERATING ACTIVITIES
<S>                                                                               <C>              <C>
   Net (loss)                                                                     $    (340,102)   $     (899,505)
   Adjustments to reconcile net (loss) to net cash
     (required) by operating activities:
       Stock issued for expenses                                                        343,002                 0
       Stock issued to retire debt                                                            0           386,134
       Depreciation and amortization                                                      8,653           104,487
       Book value of assets sold                                                         16,105                 0
   Changes in assets and liabilities:
       Prepaid expenses                                                                (202,949)                0
       Related party receivables                                                       (124,000)                0
       Deposits                                                                          (5,377)                0
       Accounts payable                                                                 (21,938)          (27,616)
       Accrued liabilities                                                             (345,493)         (278,961)
       Income taxes                                                                      (1,100)              200
       Deferred revenue                                                                 226,302                 0
                                                                                  -------------    --------------

                                                          NET CASH (REQUIRED) BY
                                                            OPERATING ACTIVITIES       (446,897)         (715,261)

INVESTING ACTIVITIES
   Purchase of securities                                                              (246,875)                0
   Sale of licenses                                                                     330,053           559,315
   Purchase of equipment                                                                      0            (3,690)
                                                                                  -------------    --------------

                                                 NET CASH PROVIDED (REQUIRED) BY
                                                            INVESTING ACTIVITIES         83,178           555,625

FINANCING ACTIVITIES
   Loans - other                                                                        251,644                 0
   Loans - related parties                                                                    0           241,655
   Loan repayments - other                                                                    0          (160,831)
   Sale of common stock                                                                 282,300            80,000
                                                                                  -------------    --------------

                                                            NET CASH PROVIDED BY
                                                            FINANCING ACTIVITIES        533,944           160,824
                                                                                  -------------    --------------

                                                          (DECREASE) IN CASH AND
                                                                CASH EQUIVALENTS        170,225             1,188

   Cash and cash equivalents at beginning of year                                         2,131               943
                                                                                  -------------    --------------

                                                       CASH AND CASH EQUIVALENTS
                                                                  AT END OF YEAR  $     172,356    $        2,131
                                                                                  =============    ==============

Supplemental Disclosures of Cash Flow Information Cash paid during the year for:
     Interest                                                                     $           0    $            0
     Income taxes                                                                         1,100               300
</TABLE>

Noncash Investing and Financing Activities
During 1999, the Company issued  2,082,429  shares to retire  liabilities in the
amount of  $2,089,368,  and  375,000  shares to acquire a  subsidiary  valued at
$187,500.


See Auditor's Report and Notes to Financial Statements.

                                       F-5

<PAGE>

                       JustWebit.com, Inc. and Subsidiary
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1999


NOTE 1:      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

             Business Activity
             JustWebit.com  offers small to mid-sized  businesses  an end-to-end
             solution that addresses the challenges associated with implementing
             a successful  e-commerce strategy.  The Company offers any business
             access  to its  free  e-commerce  web  site  builder  and  sells  a
             comprehensive  suite of products  and  services  designed to assist
             businesses create a successful online presence.  As of December 31,
             1999, the Company hosted in excess of 3,000 web sites.

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

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

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

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

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

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

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

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

NOTE 2:      CAPITALIZATION

             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.


                                       F-6

<PAGE>


                       JustWebit.com, Inc. and Subsidiary
                    NOTES TO FINANCIAL STATEMENTS (continued)
                                December 31, 1999

NOTE 3:      RELATED PARTY TRANSACTIONS

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

             At December 31, 1999 the Company  owed  $79,404 to related  parties
             for loans and payments made on behalf of the Company.

NOTE 4:      INCOME TAXES

             Income tax  expense was $100 for the year ended  December  31, 1999
             ($500 for 1998).  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>
                                                                         1999           1998
                                                                     -------------  --------
<S>                                                                  <C>            <C>
                    Computed "expected" tax benefit                  $    (115,601) $    (180,247)
                    Decrease (increase) in income tax benefit
                      resulting from:
                         Change in valuation allowance for
                           deferred federal, state, and local
                           income tax assets                               139,508        217,857
                         State income taxes and other, net                 (23,807)       (37,110)
                                                                     -------------  -------------

                                                                     $         100  $         500
                                                                     =============  =============
</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>
                                                                         1999           1998
                                                                     -------------  -------------
<S>                                                                  <C>            <C>
                    Accrued officers' compensation and
                      related costs                                  $           0  $     128,978
                    Net operating loss carryforwards                     2,141,662      1,801,660
                                                                     -------------  -------------

                           Total gross deferred tax assets               2,141,662      1,930,638
                           Less valuation allowance                     (2,141,662)    (1,930,638)
                                                                     -------------  -------------

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

              During the years ended  December  31,  1999 and 1998,  the Company
              made no Federal income tax payments.

              At December 31,  1999,  the Company has  approximately  $4,700,000
              available  in net  operating  loss  carryforwards  for  income tax
              purposes.  These carryforwards expire in 2006 through 2014. Due to
              a change in control and business activity,  the net operating loss
              carryforwards will most likely never be realized.

NOTE 5:       NOTES PAYABLE

              At December 31, 1999, the Company owed several individuals a total
              of $26,375.  The notes bear interest at 12% per year.  The Company
              is in arrears on the repayment terms.

              In December  of 1999 the Company  received a note in the amount of
              $250,000  from  Newport  Federal  Financial.  This note carries an
              interest rate of 12% and is due and payable on January 2, 2001. As
              an incentive  for entering  into the note  agreement,  the Company
              issued  180,000  shares of its  common  stock to  Newport  Federal
              Financial.


                                       F-7

<PAGE>


                       JustWebit.com, Inc. and Subsidiary
                    NOTES TO FINANCIAL STATEMENTS (continued)
                                December 31, 1999

NOTE 6:       STOCK OPTION PLAN AND WARRANTS

              At December 31, 1999,  the Company set aside  1,000,000  shares of
              its common stock for an incentive stock option plan.  Options were
              granted  for 183,000  shares at $.75 and 100,000  shares at $1.00.
              The options vest over a three year period starting August 1, 2000.

                                       F-8