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

                                     FORM 10-KSB/A

(Mark One)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

                                         OR

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

                          COMMISSION FILE NUMBER: 33-5902

                       SYNTHETIC TURF CORPORATION OF AMERICA
           (Exact name of registrant as specified in its charter)

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

  7550 24th Avenue South, Suite 168, Minneapolis, Minnesota         55450
   (Address of principal executive offices)                       (Zip Code)

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

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

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

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

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

     The Registrant had revenues of $52,995 for the fiscal year ended
on December 31, 2002.  The aggregate market value of the voting stock
held by non-affiliates of the Registrant as of March 31, 2003:
$780,276.  As of March 31, 2003, the Registrant had 147,546,561 shares
of common stock issued and outstanding.

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

                                      TABLE OF CONTENTS

PART I                                                                PAGE

     ITEM 1.  BUSINESS                                                   3

     ITEM 2.  PROPERTIES                                                 9

     ITEM 3.  LEGAL PROCEEDINGS                                         10

     ITEM 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS         10

PART II

     ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY
                AND RELATED STOCKHOLDER MATTERS                         11

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

     ITEM 7.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA             17

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

PART III

     ITEM 9.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT       18

     ITEM 10.  EXECUTIVE COMPENSATION                                   20

     ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
               OWNERS AND MANAGEMENT                                    21

     ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS           22

     ITEM 13.  CONTROLS AND PROCEDURES                                  24

     ITEM 14.  EXHIBITS, REPORTS ON FORM 8-K, AND
               INDEX TO FINANCIAL STATEMENTS                            25

SIGNATURES                                                              26

CERTIFICATION                                                           26

PART I.

ITEM 1.  BUSINESS.

Overview

     Synthetic Turf Corporation of America. ("Registrant") is in the
process of changing its core business to the sale and installation of
artificial turf through out the United States.  The Registrant
continues to operate the web hosting business that was its core
business but plans to divest of that business during the year 2003. On
December 16, 2002 the Registrant rescinded the merger with HJ
Ventures, Inc. a wholly owned subsidiary that placed and sold Internet
terminals for use by the general public. The change in the core
business model was made to move the Registrant away from the low
margin web hosting business and the high capital requirements of it's
Internet Kiosks business to a core business with higher demand and
better margins.

     The Registrant's business strategy is to accelerate its growth
through the acquisition of businesses that complement the company's
new core business of turf sales and installation and growth through
synergic sales to customers of its present businesses and future
acquisitions.  The acquisitions will be financed by leveraging the
Registrant's stock, with working capital being generated both
internally and by equity funding. Acquisition targets, of which some
have been identified, are companies with existing tangible sales or
significant sales potential without large capital requirements.

Business History

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

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

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

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

     Effective May 30, 2001, the Registrant effectuated a two-for-one
stock split.  In connection with the stock split, the Registrant
approved a corresponding increase in the authorized number of shares.
As a result of the two for one stock split and corresponding increase
in the authorized number of shares, effective at the close of business
on May 26, 2001, the total number of shares issued and outstanding and
the authorized number of shares increased by 100% (from 5,762,654 to
11,525,308, and from 50,000,000 to 100,000,000, respectively).

     On November 15, 2001 the Registrant acquired HJ Ventures, Inc,
though an exchange of stock, issuing 12,000,000 shares of Registrant
stock for all the outstanding shares of HJ Ventures, Inc.  HJ Ventures
became a wholly owned subsidiary of the Registrant providing Internet
access to the public through Internet terminals.

     Effective April 12, 2002 the Registrant affected an increase in
authorized shares from 100,000,000 to 250,000,000.

     Effective on November 6, 2002, the Registrant changed its name
from Justwebit.com, Inc to Synthetic Turf Corporation of America.  The
name change was to reflect the change in core business that was
anticipated at that time.

     Effective December 16, 2002 the Registrant rescinded the merger
with HJ Ventures, Inc through the exchange of all the shares of HJ
Ventures, Inc for the redemption of 9,120,000 of the Registrant's
shares held by the former shareholder of HJ Ventures, Inc.

Business of the Registrant.

     On December 10, 2002 the Registrant signed a Letter of Intent to
acquire International Surfacing of Colorado, a Nevada corporation that
specializes in the installation and sale of artificial turf. The
product is used as artificial home lawns, childcare playground
surfacing, soccer and football fields and numerous other areas where
high traffic makes it difficult to keep grass in a The Company
believes that the artificial turf business will see a dramatic
increase due the ongoing advancements in the technology of artificial
turf.  Additionally the current drought much of the United States is
experiencing and the related increase in watering restrictions as
water supplies continue to be under more strain favor the artificial
turf alternative. The Company is well positioned to be a significant
player in the artificial turf business. They were established in 2001
and have become a key provider of product installation and training
within the synthetic turf industry.  They have a dynamic array of
synthetic turf systems for many environments.  They have a vertically
integrated management team with landscaping, installation and
synthetic resale exceeding 15 years.  They emphasize high quality
service and support, with a superior product allowing us to
differentiate ourselves from the competition.

     International Surfacing of Colorado is establishing itself as a
key provider of Synthetic Turf and installation within the industry.
Their synthetic grass surfaces are the most flexible and durable within
the industry.  While the majority of turf has visual similarities,
there are material differences between all turf systems.  The Company
has an exclusive license to market and resell a unique and patented way
to provide durability and quality on the upper half of the synthetic
system (developed by Avery), and can provide a stable shock absorbing
pad for low G-Max levels on the bottom half of the synthetic system.
This feature provides excellent shock absorbing capability, and
increases durability significantly with crumb rubber placed on the top
of the system.  What this means is that the system not only has
superior materials but also provides additional safety.

     The turf industry is faced with two diverging issues and no
single understanding on how to profitably address the future.  The
first areas is the proliferation of synthetic turf uses within the
drought ridden southwest as well as world wide, from state and county
run facilities to residential applications.  The second is the need
for educating the community on the benefits of synthetic turf systems
as a viable and cost saving alternative to traditional grass environments.

The Market.

     Artificial Turf as been driven by the following advantages over
traditional natural grasses:

     LOWER MAINTENANCE COSTS - Artificial Turf requires no mowing,
     watering, fertilizing, or re-seeding. Regular maintenance
     involves brushing or vacuuming with rented, leased or owned
     equipment.  Watering a typical sand based football or soccer
     field can require 1.0 to 4.0 million gallons of water per year
     along with the appropriate fertilizers, herbicides and pesticides.

     SURFACE AVAILABILITY - Traditional grass surfaces need time to
     recover from heavy usage.  Additionally, artificial surfaces do
     not become muddy in wet weather.  Studies of facilities that have
     converted natural fields to synthetic turf suggest that field
     usage can increase by a factor of three.

     INJURIES - A study by the NFL concluded that there were slightly
     fewer serious injuries on artificial turf compared to natural
     grass, while synthetic fields reported more minor injuries.
     (Serious injury is one causing a player to miss one or two games.)

     ENVIROMENTAL FRIENDLINESS - In addition to the environmental
     advantages that come from lower water usage, the removal of
     significant amounts of fertilizer and pesticides means less
     chance of contaminating groundwater.  In addition, synthetic turf
     is commonly made of recycled materials.

     As demand for grass alternatives continues to expand, more
consumers will turn to alternative solutions like.

Sports -Practice and game fields, playgrounds and other
recreational facilities.

     Child Care Centers - Play area surfaces both indoor and outdoor,
     playgrounds.

     Landscaping Contractors and Suppliers  - Landscaping applications
     such as landscape planting islands, road medians.

     Home Solutions Companies  - Such as Home Depot, Menards, Lowes

     Golf Courses / Driving Ranges

     Housing Developments

Web Hosting Business.

     The Registrant offers small to mid-sized businesses an end-to-end
solution that addresses the challenges associated with implementing a
successful e-commerce strategy. The Registrant offers any business
access to its free e-commerce web site builder and sells a
comprehensive suite of products and services designed to assist
businesses create a successful online presence.   As of December 31,
2002, the Registrant hosted in excess of 150 web sites.

Industry Background.

(a)  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.

(b)  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.

(c)  Transaction Processing.

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

(d)  The JustWebit.com Solution

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

Key benefits of out solution include:

     - End-To-End Integrated Solution.

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

     - Quick Time To Market.

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

     - Immediate And Long-Term Savings.

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

     - Comprehensive Technology Platform.

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

Products and Services.

(a)  Merchant Services

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

     - Secure Payment And Order Processing.

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

     - Fraud Prevention.

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

     - E-Commerce Hosting And Maintenance.

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

     - Custom Application And Online Store Development.

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

Employees

     As of December 31, 2002, the Registrant and its subsidiary had no
employees.  The Registrant plans to hire employees during the next 12
months as the need arises.

ITEM 2.  PROPERTIES.

     The Registrant rents approximately 2,000 square feet of office
space for its operating offices in Minneapolis, Minnesota.  The
monthly rent on this space during the fiscal year ending December 31,
2002 was $1,680 per month with the lease expiring December of 2002.
Subsequent to the year-end 2002, Gary Borglund, president of the
Registrant, commenced a month-to-month sublease of the space for $300
per month.  The Registrant considers these offices to be adequate and
suitable for its current needs.  As of December 31, 2002, the
Registrant had approximately $5,000 worth of market value office
equipment and furniture at this location al of which has been fully
depreciated or written off the balance sheet.  The Registrant closed
its offices in Orem, Utah in March 2002.

ITEM 3.  LEGAL PROCEEDINGS.

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

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

     On December 1, 1999, EWS was granted a final default judgment in
the amount of $37,214.27, which included $9,249.56 in attorney fees.
The Registrant was notified of such judgment and was not in a position
to pay it.  On June 9, 2001, a writ of execution was issued by the
Third District Court directing the Salt Lake County Sheriff to collect
$39,521.00 from the Registrant; this amount included post judgment
costs of $1412.44 and other costs of $894.29.

     On July 19, 2000, the Registrant entered into a settlement
agreement with EWS.  The Registrant agreed to pay EWS $31,000 over a
four month period and issued to EWS 45,000 shares of the Registrant's
common stock.  The Registrant has made the initial payment of $5,000
and delivered the stock due to EWS; no other payments under the
settlement were made.  The Registrant has not reached an agreement
with EWS nor has it pursued any agreement during the past year.

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

     On September 30, 2002, the Registrant's Board of Directors
unanimously approved the following actions:

     (a)  A proposal to amend the Articles of Incorporation of the
     Company to change the name of the Company to "Synthetic Turf
     Corporation of America"

     (b)  A proposal to amend the Articles of Incorporation of the
     Company so that an increase in the authorized capital stock of the
     Company can be approved by the Board of Directors without
     shareholder consent.

     (c)  A proposal to amend the Articles of Incorporation of the
     Company so that a decrease in the issued and outstanding common
     stock of the Company (a reverse split) can be approved by the
     Board of Directors without shareholder consent.

The Registrant received the consent of a majority of the outstanding
shares of common stock for the Registrant to proceed with the
foregoing.  The filing of a Certificate of Amendment of Articles of
Incorporation with the Nevada Secretary of State, which effected the
first listed of the  changes, was made on November 6, 2002 (more than
twenty days after the filing of a Schedule 14C Definitive Information
Statement with the Securities and Exchange Commission on October 4,
2002, and its mailing to all shareholders of record from whom the
Registrant did not seek consent for these changes).

PART II.

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

Market Information.

     The Registrant's common stock began trades on the Over the
Counter Bulletin Board under the symbol "SYTR".  Prior to November 14,
2002, the common stock traded under the symbol "JWIT" (when the
Registrant was known as JustWebit.com, Inc.).  The range of closing
prices shown below is as reported by this market.  The quotations
shown reflect inter-dealer prices, without retail mark-up, markdown or
commission and may not necessarily represent actual transactions.

Per Share Common Stock Bid Prices by Quarter
For the Fiscal Year Ended on December 31, 2002

                                            High           Low

Quarter Ended December 31, 2002             0.015        0.006
Quarter Ended September 30, 2002            0.0072       0.0022
Quarter Ended June 30, 2002                 0.013        0.003
Quarter Ended March 31, 2002                0.022        0.015

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

                                            High           Low

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

Holders of Common Equity.

     As of March 31, 2003, there were approximately 755 shareholders
of record of the Registrant's common stock.

Dividend Information.

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

Equity Securities Sold Without Registration.

     The Registrant made the following sales of unregistered
securities during the fiscal year ended December 31, 2002:

     (a)  On January 2, 2002, the Registrant issued a total of
3,000,000 shares of common stock to one director of the company for
services rendered, valued at $60,000 ($0.02 per share).

     (b)  On January 5, 2002, the Registrant issued a total of
5,516,667 shares of common stock to four consultants for services
rendered, valued at a total of $110,333 ($0.02 per share).

     (c)  On January 7, 2002 and February 12, 2002, the Registrant
sold a total of 3,000,000 shares of common stock to two accredited
investors for total consideration of $60,000 ($0.02 per share).
Commissions of $500 were paid in connection with these sales.

     (d)  On January 7, 2002, the Registrant issued 1,830,000 shares
of the Registrant common stock to satisfy debts totaling $36,600
($0.02 per share).

     (e)  On January 11, 2002, the Registrant issued a total of
200,000 shares of common stock to two consultants for services
rendered, valued at a total of $4,000 ($0.02 per share).

     (f)  On February 12, 2002, the Registrant issued 500,000 shares
of common stock to one consultant for services rendered, valued at
$10,000 ($0.02 per share).

     (g)  On March 24, 2002, the Registrant sold 750,000 shares of
common stock to two accredited investors for total consideration of
$15,000 ($0.02 per share).  On this date, the Registrant also issued a
total of 750,000 shares of common stock to two consultants for
services rendered, valued at a total of $15,000 ($0.02 per share).

     (h)  On April 24, 2002 the Registrant issued 8,150,000 of common
stock for the acquisition of Market Reach for total consideration of
$163,000 ($0.02 per share).  These shares were subsequently cancelled
on December 12, 2002 as the acquisition was not completed.

     (i)  On August 28, the Registrant sold 2,100,000 shares of common
stock to six accredited investors for total consideration of $21,000
($0.01 per share).

     (j)  On September 19, 2002 the Registrant sold 1,250,000 shares
of common stock to four accredited investors for $12,500 ( $0.01 per share).

     (k)  On September 19, 2002 the Registrant issued 1,350,000 to
three consultants for services rendered for a value of $13,500 ($0.01
per share).

     (l)  On October 1, 2002 the Registrant issued 1,300,000 to three
consultants for services rendered for a value of $13,000  (0.01 per share).

     (m)  On November 5, 2002 the Registrant issued 600,000 shares to
two consultants for services rendered for a value of $6,000 (0.01 per
share).  On this date the Registrant also issued 600,000 shares to two
accredited investors for consideration of $6,000 (0.01 per share.

     (n)  On December 20, 2002 the Registrant sold 300,000 shares of
common stock to two accredited investors for total consideration of
$3,000 ($0.01 per share).

     (o)  On December 26, 2002 the Registrant sold 420,000 shares of
common stock to five accredited investors for total consideration of
$4,200 ($0.01 per share) On this date the Registrant issued 1,300,000
shares of common stock to three consultants for services rendered
valued at $13,000 ($0.01 per share).  On this date, the registrant
issued but held for closing 15,000,000 for the acquisition of
International Surfacing of Colorado which was effective January 6,
2003 with a value of $150,000 ($0.01 per share)

All the offerings (except for the sales to accredited investors
only) were made under Rule 506 of Regulation D by the fact that:

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

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

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

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

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

The offerings to accredited investors only were undertaken under
Section 4(6) of the Securities Act of 1933 in that:

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

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

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

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

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

Results of Operations.

(a)  Revenues.

     For the year ended December 31, 2002, the Registrant reported
total operating revenues of $52,995.  This compares to total operating
revenues of $143,893 for the year 2001. This represents a reduction of
revenue of approximately 63%.  The reduced sales in the web hosting
sites hosting was due to a general slow down in business and increased
competition.

(b)  Selling, General and Administrative Expenses.

     The Registrant incurred total selling, general and administrative
expenses ("SG&A") of $979,707 for the year ended December 31, 2002 as
compared to $713,249 for the fiscal year ended December 31, 2001.
This represented an increase of approximately 37% in SG&A expenses.
Included in the SG&A were costs of consulting of $192,623, legal fees
of $51,697, investor relations expenses of $29,201, accounting fees of
$38,040, wages both accrued and paid of $82,929, and $151,000 in stock
for services.

(c)  Depreciation and Amortization.

     Depreciation and amortization for the year ended December 31,
2002 was zero compared to $4331 for the year 2001

(d)  Interest Expense.

     The Registrant incurred interest and bank charges of $89,552 the
fiscal year ended December 31, 2002, compared with such charges of
$75,286 in the year ended December 31, 2001 representing an increase
of 19%.  For fiscal year ended December 31, 2001 the beneficial
conversion feature was $64,993.  There was no beneficial conversion
feature in fiscal year ended December 31, 2002.

(e)  Net Operating Loss Carryforward.

     For the fiscal year ending December 31, 2002, the Registrant had
net operating loss carryforward of approximately $8,500,000 as
compared with approximately $7,200,000 for the previous fiscal year.
Approximately $1,000,000 of this net operating loss was carried
forward from the business of Marrco and is limited under Internal
Revenue Code Section 381.  This limits the use of this portion of the
Registrant's net operating loss carryforward to approximately $70,000
per year.  The Registrant has not recognized any of this tax benefit
as an asset due to uncertainty of future income and possible change in
control of the company.

(f)  Net Loss.

     The Registrant recorded a net loss of $1,511,040 for the fiscal
year ended December 31, 2002, as compared to a net loss of $740,486
for the fiscal year ended December 31, 2001 or approximately 104% more
for the year ending December 31, 2002.  The increase was due primarily
to the write down of select assets and write offs due to the
disposition of a subsidiary.

(g)  Other Income/Expense.

     The Registrant recorded a write down of impaired assets of
$451,000 and a termination of release cost on a rescinded merger of
$180,527 during the fiscal year ended December 31, 2002. The
impairment policy was based on the decline in the hosting business and
the decision to enter the synthetic turf business.  Because the domain
name ($50,000) and the distribution license ($250,000) had no saleable
value, the total amount was reduced as an impairment loss.

Liquidity and Capital Resources.

     The Registrant had a working capital deficit of $911,282 as of
December 31, 2002, which is an increase of $353,861 from the previous
year's figure of $557,421.  The Registrant has continued to raise
capital through isolated transactions.

     The Registrant's continued operations, as well as the
implementation of its business plan, will depend upon its ability to
raise additional funds through bank borrowings, equity or debt
financing. The Registrant estimates that it will need to raise
approximately $150,000 over the next twelve months for such purposes.
However, adequate funds may not be available when needed or may not be
available on favourable terms to the Registrant.  The ability of the
Registrant to continue as a going concern is dependent on additional
sources of capital and the success of the Registrant's business plan.
Regardless of whether the Registrant's cash assets prove to be
inadequate to meet the Registrant's operational needs, the Registrant
might seek to compensate providers of services by issuance of stock in
lieu of cash. The Registrant's independent accountants audit report
includes a substantial doubt paragraph regarding the Registrant's
ability to continue as a going concern.

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

Certain Indebtedness.

     In December of 1999, the Registrant entered into a Note Agreement
with Newport Federal Financial ("Newport"). Newport loaned the
Registrant $250,000 under the Note Agreement at a rate of 12%.  This
note was due and payable on January 3, 2002; on that date, the rate of
interest increased to 24%.  The Registrant failed to make the payment,
however Newport agreed to forgo collection on this note until July of
2001. The note continues to be in default and no new agreement is in
place.  The Registrant believes that the interest rate may be usurious
and is negotiating to compromise the note with Newport. No agreement
has been finalized.

     In February 2001, the Registrant entered into certain note
agreement with JR Marple and Jon Marple former affiliates of the
Registrant.  Total indebtedness including principal and interest as of
December 31, 2002 to both parties was 292,000.  As of March 31, 2003
the Registrant has entered into an agreement with both parties to
forgive the total indebtedness plus past due balances on the
consulting agreement for the issuance of 3,500,000 shares of the
Registrant's stock plus a 36 month note for $39,750 and two
convertible notes totalling $50,000, convertible into 6,000,000 shares
of the Registrant.  The effect of this transaction is a reduction in
debt of the company totalling approximately $310,000.

Inflation.

     The Registrant's management does not believe that inflation has
had or is likely to have any significant impact on the Registrant's
operations.

Other.

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

Forward Looking Statements.

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

ITEM 7.  FINANCIAL STATEMENTS.

     Financial statements as of and for the year ended December 31,
2002, and for the year ended December 31, 2001 are presented in a
separate section of this report following Item 14.

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

     (a)  Effective on August 19, 2002, the independent accountant who
was previously engaged as the principal accountant to audit the
Registrant's financial statements, Smith & Company, was dismissed.
This dismissal was approved by the Board of Directors.  This firm
audited the Registrant's financial statements for the fiscal years
ended December 31, 2000 and December 31, 2001.  This firm's report on
these financial statements was modified as to uncertainty that the
Registrant will continue as a going concern; other than this, the
accountant's report on the financial statements for those periods
neither contained an adverse opinion or a disclaimer of opinion, nor
was qualified or modified as to uncertainty, audit scope, or
accounting principles.

     During the Registrant's two most recent fiscal years and the
subsequent interim period preceding such dismissal, there were no
disagreements with the former accountant on any matter of accounting
principles or practices, financial statement disclosure, or auditing
scope or procedure.  In addition, there were no "reportable events" as
described in Item 304(a)(1)(iv)(B)1 through 3 of Regulation S-B that
occurred within the Registrant's most recent fiscal year and the
subsequent interim period preceding the former accountant's dismissal.

     (b)  Effective on August 19, 2002, the firm of George Brenner,
C.P.A was engaged to serve as the new principal accountant to audit
the Registrant's financial statements.  The decision to retain this
firm was approved by the Board of Directors.  During the Registrant's
two most recent fiscal years, and the subsequent interim period prior
to engaging that accountant, neither the Registrant nor someone on its
behalf consulted the newly engaged accountant regarding any matter.

PART III.

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

Officers and Directors.

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

     Gary Borglund and Richard Overdorff were appointed to the board of
directors on February 6, 2001.  On July 15, 2002, Gregory Johnson
resigned as the president and CEO of the Registrant; at that time, Mr.
Borglund was appointed president and continued in his role of chairman
of the board.  Mark Crist was appointed to the board of directors on
May 15, 2002.  On September 30, 2002, Lowell Holden resigned from the
board of directors and CFO of the Registrant.  Richard Dunning joined
the board of directors on March 31, 2003.

(a)  Gary Borglund, President/Secretary/Director.

     Mr. Borglund, age 55, has over ten years of professional
experience in new ventures as a principal and executive, as well as
ten years as a consultant.  Since 1998, Mr. Borglund has worked
exclusively with early stage development, high tech and Internet
companies.  Mr. Borglund serves on several boards of directors for
public and private companies and remains in these capacities with
regard to the companies to date. Mr. Borglund was Vice President of
Marketing for Greenhaven Marketing from 1991 to 1996 and a Director of
Red Oak Management from 1996 to 2000.  Since joining the Registrant,
he has dealt with issues regarding funding and the restructuring of
debt.  Mr. Borglund has attended the University of Minnesota.

(b)  Richard Overdorff, Director.

     Mr. Overdorff, age 61, brings a broad base of experience in
multiple disciplines for application to corporate planning and
operations.  His business career includes corporate management with an
international airline, serving as a Management Consultant to blue chip
corporations with Golightly & Co International of New York City, and
the management of a Financial Services practice providing investment
services to individuals and closely held businesses.  A 1967 MBA
graduate in Marketing and Finance from Penn State University, he
earned the designation of Certified Financial Planner in 1984, is
licensed as a Securities Principal, an Insurance Broker and a
California Real Estate Broker.  For the past fourteen years, Mr.
Overdorff has been an Independent Registered Representative with
TransAm Financial Group, Inc.  He is a member of the Financial
Planning Association, on the Board of the Orange County Financial
Society and a Board Member of the Irvine Valley College Foundation
Board of Governors.

(c)  Mark Crist, Director

     Mr. Crist, age 43, Director, has a widely varied background in
business development. In 1979, he founded Manufacturer's Revenue
Service, a commercial collection agency located in Tustin, California.
In 1984 he negotiated the sale of that business to a division of Dun &
Bradstreet and thereafter left to become a partner in the marketing
services firm of Jay Abraham & Associates. In 1985, he founded the
Computer Trivia Fan User Group (CTFUG) as a public benefit, non-profit
organization to promote the playing of online trivia contests. Since
1996, Mr. Crist has held the position of President and CEO of
GamesGalore.com, Incorporated. That company supplies Trivia contest
content to users of America Online, and since it's founding has asked
in excess of 300,000 trivia questions of in excess of 1.5 million AOL
users. The company's live, chat room-format games have proven to be
one of the most popular features of the AOL service with many of its
members. Mr. Crist is an alumnus of California State University at
Northridge. Mr. Crist has held the position of President and Chairman
of Diamond Hitts Production, Inc., since June, 2001.

(d)  Richard Dunning, Director

     Mr. Dunning, age 44, has several years of professional experience
owning and operating companies which have grown to be large in their
respective sectors.  Since 1998, Mr. Dunning has worked as a
consultant for several private and public companies.  He is currently
on the board of directors of several businesses and is founding
officer of International Surfacing of Colorado; Inc.  Mr. Dunning
attended Northeastern, D.U. and C.U. at Boulder, Colorado.

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

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

     Based solely upon a review of Forms 3 and 4 and amendments
thereto furnished to the registrant under Rule 16a-3(d) during fiscal
2002 with respect to fiscal 2002, and certain written representations
from executive officers and directors, the Registrant is aware that
the following reports were not timely filed: (a) Form 4's for Mr.
Holden in connection with the acquisition of 1,600,000 shares on March
11, 2002; the disposition of 800,000 shares on July 11, 2002; the
indirect acquisition of 500,000 shares on September 19, 2002; the
indirect acquisition of 1,620,000 shares on December 15, 2002; and the
disposition of 9,120,000 shares on December 15, 2002 (all these have
been reported on a Form 5, which has been prepared and forwarded to
the SEC for filing); and (b) Form 3 for Mr. Crist joining the board in
May 2002 (this report is being prepared to forward to the SEC for
filing).  Other than this, the Registrant is unaware that any other
required reports were not timely filed.

ITEM 10.  EXECUTIVE COMPENSATION.

     The following table sets forth certain information relating to
the compensation paid by the Registrant during the last three fiscal
years to the Registrant's President.  No other executive officer of
the Registrant received total salary and bonus in excess of $100,000
during the fiscal year ended December 31, 2002 and prior.

                       Summary Compensation Table.



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


Gary Borglund   2002    $24,000    0         0               0             0             0          0
President       2001       0       0         0               0             0             0          0

Gregory T.      2002    $60,000(1) 0         0               0             0             0          0
Johnson,        2001    $25,000    0         0               0             0             0          0
President

Jon R. Marple   2001    $12,784    0         0               0             0             0          0
President       2000    $84,000(2) 0      $6,000(3)          0             0             0          0
</TABLE>



(1)  Of the salary earned by Mr. Johnson $ 48,000 was accrued and not
paid as of  December 31, 2002.  Mr. Johnson resigned as president on
July 15, 2002.

(2)  Includes $44,000 of salary accrued and not paid as of December
31, 2000.  Mr. Marple resigned as president on February 16, 2001.

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

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

Employment Agreements.

     The Registrant has entered into written employment agreements
with its current officer Gary Borglund, Chairman, President and
Director after the end of the fiscal year.  See discussion under
"Certain Relationships and Related Transactions".

Other Compensation.

     (a)  There are no annuity, pension or retirement benefits
proposed to be paid to officers, directors, or employees of the
Registrant in the event of retirement at normal retirement date as
there was no existing plan as of December 31, 2002 provided for or
contributed to by the Registrant.

     (b)  Other than as follows, no remuneration is proposed to be
paid in the future directly or indirectly by the Registrant to any
officer or director since there is no existing plan: On November 20,
2002, the Registrant adopted an Amended and Restated Employee Stock
Incentive Plan; no options have yet been granted under this plan.

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

     The following table sets forth information regarding the
beneficial ownership of shares of the Registrant's common stock as of
March 31, 2003 (147,546,561  (issued and outstanding) by (i) all
stockholders known to the Registrant to be beneficial owners of more
than 5% of the outstanding common stock; and (ii) all directors and
executive officers of the Registrant as a group:

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

Common Stock       Gary Borglund                   10,500,000       7.12%
                   7550 24th Avenue
                   Suite 168
                   Minneapolis, MN 55450

Common Stock       Dennis McEhillney                7,500,000       5.08%
                   7550 24th Avenue
                   Suite 168
                   Minneapolis, MN 55450

Common Stock       Richard Dunning                  7,500,000       5.08%
                   7550 24th Avenue
                   Suite 168
                   Minneapolis, MN 55450

Common Stock       Richard Overdorff                  300,000 (3)   0.002%
                   7550 24th Avenue
                   Suite 168
                   Minneapolis, MN 55450

Common Stock       Mark Crist                               0        0.00%
                   7550 24th Avenue
                   Suite 168
                   Minneapolis, MN 55450

Common Stock       Shares of all directors and     18,300,000       12.40%
                   executive officers as a
                   group (4 persons)

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

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

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

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

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

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

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

     (1)  Mr. Holden: the sum of 4,800,000 shares of restricted stock,
     issued at the rate of 400,000 shares per quarter for 12
     consecutive quarters commencing with the initial issue being
     December 31, 2002; the shares will be issued under the terms of
     the Employee Stock Incentive plan per Form S-8. On September 30,
     2002 this agreement was terminated with the resignation of Mr.
     Holden as CFO.

     (2)  Mr. Johnson: the sum of $120,000.00 annually; and health
     insurance in favor of this employee and his dependents.   On July
     31, 2002 this agreement was terminated as part of his resignation
     as President and CEO of the Registrant.

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

     (b)  On December 16, 2002 the Registrant entered into an
agreement with the former HJ Ventures, Inc shareholder to divest of
the shares of H.J. Ventures, Inc in exchange for the cancellation of
9,120,000 of the Registrants shares held by the former HJ Ventures,
Inc shareholder. As terms of the agreement the former HJ Venture, Inc
shareholder received all the outstanding shares of H.J. Ventures, Inc.
for the redemption and cancellation of 9,120,000 of the  Registrant's
shares he held directly or indirectly.  In addition the consulting
agreement held by LS Enterprises, Inc, a company held by Mr. Holden
was cancelled.

     On December 16, 2002 LS Enterprises, Inc, a company controlled by
Mr. Holden accepted 1,620,000 shares of the Registrant's stock in
settlement of $ 16,200 of outstanding payables due LS Enterprises, Inc
by the Registrant

     (c)  On January 15, 2003, the Registrant entered into an
employment agreement with Gary Borglund, its president (see Exhibit
10.5 to this Form 10-KSB).  Under the terms of this one year contract,
Mr. Borlgund will be paid the following: 7,500,000 shares of common
stock of the Registrant valued at price of $0.02 per share (value
changed to $0.005 by an Amendment to Employment Agreement, dated
January 15, 2003; see Exhibit 10.6 to this Form 10-KSB). The
Registrant will issue the 7,500,000 shares, in 4-equal amounts of
1,875,000 each, pursuant to the Registrant's Form S-8 on file with the
Securities and Exchange Commission.  Mr. Borglund will keep the stock
certificates in his possession, and be authorized by the Registrant to
sell one certificate in the amount of 1,875,000 per quarter.  At the
end of the year, the Registrant will issue to Employee common
restricted (144) stock equal to one third percent (33.3%) the gross
amount of sale of stock.  This will compensate Employee for any tax
liability, which arises from the sale of stock.  If Employee receives
such a cash payment the Employee agrees to return one of the
certificates in his possession for each such cash payment received.

     (d)  Subsequent to the year-end 2002, Mr. Borglund commenced a
month-to-month sublease of office space for $300 per month on behalf of
the Registrant.

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

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

ITEM 13.  CONTROLS AND PROCEDURES.

Controls and Procedures.

(a)  Evaluation of disclosure controls and procedures.

     Within the 90 days prior to the filing of this Form 10-KSB, the
Registrant carried out an evaluation of the effectiveness of the design
and operation of its disclosure controls and procedures pursuant to
Rule 13a-14 under the Securities Exchange Act of 1934 ("Exchange Act").
This evaluation was done under the supervision and with the
participation of the Registrant's President and Chief Financial
Officer. Based upon that evaluation, they concluded that the
Registrant's disclosure controls and procedures are effective in
gathering, analyzing and disclosing information needed to satisfy the
Registrant's disclosure obligations under the Exchange Act.

(b)  Changes in internal controls.

     There were no significant changes in the Registrant's internal
controls or in its factors that could significantly affect those
controls since the most recent evaluation of such controls.

Critical Accounting Policies.

     The Securities and Exchange Commission ("SEC") recently issued
Financial Reporting release No. 60, "Cautionary Advice Regarding
Disclosure About Critical Accounting Policies" ("FRR 60"), suggesting
companies provide additional disclosure and commentary on their most
critical accounting policies.  In FRR 60, the SEC defined the most
critical accounting policies as the ones that are most important to
the portrayal of a company's financial condition and operating
results, and require management to make its most difficult and
subjective judgments, often as a result of the need to make estimates
of matters that are inherently uncertain.  Based on this definition,
the Registrant's most critical accounting policies include: non-cash
compensation valuation that affects the total expenses reported in the
current period.  The methods, estimates and judgments the Registrant
uses in applying these most critical accounting policies have a
significant impact on the results the Registrant reports in its
financial statements.

ITEM 14.  EXHIBITS, REPORTS ON FORM 8-K, AND INDEX TO FINANCIAL STATEMENTS.

Exhibits.

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

Reports on Form 8-K.

     The following report on Form 8-K was filed during the last
quarter of the fiscal year covered by this Form 10-KSB:

     An amended Form 8-K was filed on October 31, 2002 to include the
letter from Smith & Company, the prior independent accountant for
the Registrant, regarding its agreement with the statements made
by the Registrant in the amended Form 8-K in response to Item
304(a)(1) of Regulation S-B.

Index to Financial Statements.
                                                                   Page

Independent Auditor's Report                                         28

Independent Auditor's Report                                         29

Balance Sheet as of December 31, 2002                                30

Statements of Operations for the years ended
December 31, 2002 and December 31, 2001                              31

Statement of Changes in Stockholders' Equity
(Deficit) for the years ended December 31, 2002
and December 31, 2001                                                32

Statements of Cash Flows for the years ended
December 31, 2002 and December 31, 2001                              33

Notes to Financial Statements                                        35

                                       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.

                                       Synthetic Turf Corporation of America


Dated: June 10, 2003                   By: /s/  Gary Borglund
                                       Gary Borglund, President

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

Signature                    Title                                Date

/s/ Gary Borglund       President/Secretary/Treasurer         June 10, 2003
Gary Borglund           /Chief Financial Officer
                       (principal financial and
                       accounting officer)/Chairman
                       of the Board

/s/ Richard Overdorff  Director                               June 10, 2003
Richard Overdorff

/s/ Mark Crist         Director                               June 10, 2003
Mark Crist

/s/ Richard Dunning    Director                               June 10, 2003
Richard Dunning

                                        CERTIFICATION

I, Gary Borglund, certify that:

1.  I have reviewed this annual report on Form 10-KSB of Synthetic
Turf Corporation of America;

2.  Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this annual report;

3.  Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly present
in all material respects the financial condition, results of
operations and cash flows of the Registrant as of, and for, the
periods presented in this annual report;

4.  I am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14 and
15d-14) for the Registrant and have:

(a)  designed such disclosure controls and procedures to ensure
that material information relating to the Registrant, including
its consolidated subsidiaries, is made known to me by others
within those entities, particularly during the period in which
this annual report is being prepared;

(b)  evaluated the effectiveness of the Registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the "Evaluation
Date"); and

(c)  presented in this annual report my conclusions about the
effectiveness of the disclosure controls and procedures based on
my evaluation as of the Evaluation Date;

5.  I have disclosed, based on my most recent evaluation, to the
Registrant's auditors and the audit committee of Registrant's board of
directors (or persons performing the equivalent functions):

(a)  all significant deficiencies in the design or operation of
internal controls which could adversely affect the Registrant's
ability to record, process, summarize and report financial data
and have identified for the Registrant's auditors any material
weaknesses in internal controls; and

(b)  any fraud, whether or not material, that involves management
or other employees who have a significant role in the
Registrant's internal controls;

6.  I have indicated in this annual report whether there were
significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the date of
our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Dated: June 10, 2003                   By: /s/  Gary Borglund
                                       Gary Borglund,
                                       President/Secretary/Treasurer


                            INDEPENDENT AUDITOR'S REPORT


Board of Directors
Synthetic Turf Corporation of America, formerly JustWebit.com, Inc.
Minneapolis, MN

I have audited the accompanying balance sheet of Synthetic Turf
Corporation of America, formerly JustWebit.com, Inc., a Nevada
corporation, as of December 31, 2002 and the related statements of
operations, changes in stockholders' equity (deficit) and cash flows
for the year ended December 31, 2002.  These financial statements are
the responsibility of the Company's management.  My responsibility is
to express an opinion on these financial statements based on my audit.
The financial statements of the Company for the year ended December
31, 2001 were audited by other auditors whose report dated March 25,
2002 expressed an unqualified opinion on those statements.

I conducted my audit in accordance with auditing standards generally
accepted in the United States of America.  Those standards require
that I 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.  I believe that my audit provides a
reasonable basis for my opinion.

In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Synthetic
Turf Corporation of America as of December 31, 2002 and the results of
operations, changes in stockholders' equity (deficit), and cash flows
for the year ended December 31, 2002 in conformity with accounting
principles generally accepted in the United State of America.

The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern.  As discussed in Note 2
to the financial statements, the Company has cash flow constraints, an
accumulated deficit, and has suffered recurring losses from
operations.  These factors, among others, raise substantial doubt
about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also described in
Note 2.  The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.


/s/  George Brenner
George Brenner, CPA
Los Angeles, CA
April 11, 2003


                             INDEPENDENT AUDITOR'S REPORT


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


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

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

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

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


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


                      SYNTHETIC TURF CORPORATION OF AMERICA
                                    BALANCE SHEET
                                  DECEMBER 31, 2002

                                        ASSETS

CURRENT ASSETS
  Cash in bank                                               $       --
  Advance - affiliate                                            15,800
  Other receivable                                               15,000

  TOTAL CURRENT ASSETS                                           30,800

OTHER ASSETS
  Deposit related to business to be acquired                    150,000

                                                            $   180,800

                 LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
  Bank overdraft                                            $     3,871
  Accounts payable and accrued expenses                         155,646
  Payable - related party                                        86,000
  Note payable - including interest of $153,666                 403,666
  8% convertible debentures - related party
   including interest of $32,928                                292,899

  TOTAL CURRENT LIABILITIES                                     942,082

Contingencies (Note 10)

STOCKHOLDERS' DEFICIT
  Common stock, $0.001 par value;
   Authorized 250,000,000 shares;
   Issued and outstanding 120,166,561 shares                    120,166
  Additional paid-in capital                                  7,756,910
  Accumulative deficit                                       (8,638,358)

  TOTAL STOCKHOLDERS' DEFICIT                                  (761,282)

                                                           $    180,800

                  See accompanying notes to financial statements.


                          SYNTHETIC TURF CORPORATION OF AMERICA
                                  STATEMENTS OF OPERATIONS


                                                Years ended December 31
                                               2002                 2001

Sales                                         $     52,995        $   143,893
Cost of sales                                       14,249             26,420
GROSS PROFIT                                        38,746            117,473

General and administrative expenses                979,707            713,249
Depreciation and amortization                           --              4,331
Interest and bank charges                           89,552             75,286
Loss on sale of subsidiary, including
  write-off of loan                                180,527                 --
Write off of impaired assets                       300,000                 --
Beneficial conversion feature                           --             64,993
                                                 1,549,786            857,859

Net loss before income taxes                    (1,511,040)         (740,386)

Income tax expense                                      --                100

NET LOSS                                        (1,511,040)          (740,486)

Weighted average number of common shares        89,691,964         34,742,678

Basic and diluted net loss per common share          (0.02)             (0.02)

                          See accompanying notes to financial statements.


<TABLE>
<CAPTION>
                                Common Stock
                               Par Value $0.001        Additional                           Net
                                                         Paid-In                         Stockholder's
                              Shares      Amount         Capital           Deficit       Equity (Deficit)
<S>                          <C>            <C>        <C>                 <C>                  <C>

Balance at 12/31/00          14,399,222   $ 14,399     $5,859,551       $(6,386,832)      $  (   512,882)
Issuance of restricted
common stock:
   For cash at $0.075         1,000,000      1,000         74,000                --              75,000
   For cash at $0.02          2,750,000      2,750         52,250                --              55,000
   For licensing agreement
      at $0.05                5,000,000      5,000        245,000                --             250,000
   Beneficial conversion
      Feature                                              64,993                                64,993
   To acquire subsidiary
      at $0.02               12,000,000     12,000      1,010,377           (59,705)            962,672
   For debt settlement
      at $0.01                  550,000        550          4,950                                 5,500
   Issuance of S-8 common
      stock for services and
      $152,000 prepaid expenses
      at $0.02 to $00.075    23,075,172     23,075        559,593               --              582,668
   Net loss for year                                                     (740,486)             (740,486)
Remove the HJ Ventures
   2001 transaction                                      (782,377)         59,705              (772,672)
Balance at 12/31/01          58,774,394     58,774      7,088,337      (7,127,319)               19,793
Issuance of common stock:
   For cash at $0.02
    per share                11,200,000     11,200        146,600              --               157,800
   For services at $0.01 to
      $0.02 per share        33,990,867     33,991        440,576              --               474,567
   For accounts payable
      $0.01 to $0.02
      per share               7,720,500      7,720         70,262              --                78,982
   Deposit related to business
      to be acquired at $0.01
      per share              15,000,000     15,000        135,000              --               150,000
   Proceeds from sale of
      H.J. Ventures at $0.02
      per share              (9,120,000)    (9,120)      (173,280)             --              (182,400)
   For note payable at $0.02
      per share                 750,000        750         14,250              --                15,000
   For note payable at $0.02
      per share               1,850,800      1,851         35,165              --                37,016
Net Loss for year                                                     (1,511,040)            (1,511,040)
Balance at 12/31/02         120,166,561    120,166      7,756,910     (8,638,358)              (761,282)
</TABLE>

                               See accompanying notes to financial statements.


                           SYNTHETIC TURF CORPORATION OF AMERICA
                                  STATEMENTS OF CASH FLOWS

                                                   Years Ended December 31
                                                  2002                 2001

OPERATING ACTIVITIES
  Net Loss                                       $(1,511,040)     $   (740,486)
  Adjustments to reconcile net loss
   to net cash required by operating activities:
  Beneficial conversion feature                                         64,993
  Stock issued for expenses                          474,567           430,668
  Depreciation                                            --             4,331
  Loss on sale of subsidiary
   including loan write off                          180,527                --
  Less:  Increase in subsidiary's loan-cash
    portion                                          (73,284)               --
  Write off of impaired assets                       451,000            46,504
  Advance - affiliate                                (15,000)               --
  Other receivable                                   (15,800)               --
  Deposit                                                 --             5,377
  Accounts payable and accrued expenses              335,320             7,834
  Total Adjustments                                1,337,330           559,707
  Cash required from operating activities           (173,710)         (180,779)

INVESTING ACTIVITIES

FINANCING ACTIVITIES
  Sale of common stock                               157,800           130,000
  Loan-subsidiary                                         --           (34,643)
  Loans                                                   --            20,000
  Loan payments                                           --           (17,142)
  Loans-related parties                                   --            87,182
  Financing activities                               157,800           185,397

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS     (15,910)            4,618

CASH AND CASH EQUIVALENTS
  BEGINNING OF YEAR                                   12,039             7,421
   END OF YEAR                                        (3,871)           12,039

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
  Cash paid for interest                                  --             3,066
  Cash paid for income taxes                              --               100

Non-Monetary Transactions
  Sale of subsidiary - 9,120,000 shares returned
  at $0.02 per share                                 182,400                --

  Acquisition of above subsidiary
  12,000,000 shares at $0.02 per share                    --           240,000

  Deposit of subsidiary acquired subsequent to
   December 31, 2002 15,000,000 shares at
   $0.01 per share                                  150,000                 --

  Debt settlement
   7,720,500 at $0.01 to $0.02 per share and
   550,000 shares at $0.01 per share respectively    78,982              5,500

  Pay down on note payable 1,850,800 shares
   at $0.02 per share                                37,016                 --

  Acquisition of software license
   5,000,000 shares at $0.05                             --            250,000

  For note payable-750,000 shares at
   $0.02 per share                                   15,000                 --

                  See accompanying notes to financial statements.


                          SYNTHETIC TURF CORPORATION OF AMERICA
                             NOTES TO FINANCIAL STATEMENTS

NOTE 1:  HISTORY OF OPERATIONS

Business Activity

Synthetic Turf Corporation of America (formally JustWebit.com) (the
Company) changed its name in 2002 to reflect its new Business Model.
It has in the past offered small to mid-sized businesses end-to-end
solutions 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,
2002, the Company hosted in excess of 150 web sites.

The Company (through its subsidiary H.J. Ventures, Inc.) manufactured,
sells, and licenses public Internet access kiosks and related
software.  The company divested itself of this business in December
2002.

The Company in January 2003 acquired a subsidiary, International
Surfacing of Colorado a reseller and installer of artificial turf in
childcare, residential and athletic fields.

NOTE 2:  CONTINUED EXISTENCE

The Company has not generated any significant revenue during the years
ended December 31, 2002 and 2001 and has funded its operation
primarily through the issuance of equity. Accordingly, the Company's
ability to accomplish its business strategy and to ultimately achieve
profitable operations is dependent upon its ability to obtain
additional debt or equity financing.

These conditions raise substantial doubt about the Company's ability
to continue as a going concern. The financial statements do not
include any adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and
classification of liabilities that may result from the outcome of this
uncertainty.

The Company, as described above, is presently entering the synthetic
turf business and has recently acquired a wholly owned subsidiary,
"International Surfacing of Colorado, Inc.," (See Note 7 "Subsequent
Events").  There can be no assurance that the Company will be
successful in its new endeavor.

NOTE 3:  SIGNIFICANT ACCOUNTING POLICIES

Presentation

In the prior year (2001) the Company's financial statements were
consolidated to include its two subsidiaries Media Rage of Utah, Inc.
and H.J Ventures, Inc ("HJ Ventures").  During 2001 Media Rage was
merged into the parent company and the H.J. Ventures transaction was
rescinded on December 15, 2002.

As a result of the above transactions, the current year's presentation
is of a single entity.  The operations of H.J. Ventures from January 1
through December 15, 2002 are not included in the accompanying
statement of operations and the 2001 financial statements have been
restated to exclude the H.J. Ventures' operations.

Revenue

Revenue is as follows:

          Hosting                        $47,642
          Services                         5,311
          Domain                              42
                                         $52,995

Revenue is recognized when the services are provided.  Since the user
cannot get time before cash is collected or the credit card swiped,
the revenue accrual and cash take place simultaneously.

Amortization

Amortization is by the straight-line method over 5 to 7 years.

Inventory

The inventory of $542,879 on the December 31, 2001 balance sheet is HJ
Ventures' asset whose operations were not included in the 2002
operations.  See 'Amortization" note above.  Inventory is valued by
the specific identification method at the lower of cost or market.

Software

The software of $608,417 was acquired in the HJ Ventures acquisition
on October 1, 2001 which asset was written off at June 30, 2002.

Software License

The software license was acquired for 5,000,000 restricted shares at
$0.05 per share, or $250,000.  At the time of acquiring the license, a
1,000,000 share private placement at $0.075 per share took place.
Since the stock for software was restricted, management decided that a
lower value than $0.075 was appropriate.

Impaired Assets

Because of the Company's new business model, the following assets were
considered impaired and written off:  software distribution license
($250,000), Internet domain name ($50,000) and prepaid expenses
($151,000) aggregating $451,000.

HJ Ventures was acquired on October 1, 2001 and included in the
December 31, 2001 numbers.  Post March 31, 2002 management became
aware that HJ Ventures' assets were impaired, wrote them down (June
30, 2002 Form 10-QSB) and rescinded the H J Ventures acquisition in
December 2002.  The acquisition cost of this transaction was
12,000,000 shares at $0.02/share ($240,000).  Although the HJ Ventures
acquisition resulted in negative goodwill, management believed, at the
time, the values stated historically were realistic.

The asset write down line item on the June 30, 2002 10-QSB of
$1,593,049 is comprised as follows:

                      Company                   HJ Ventures             Total

Inventory Reduction                             $   470,000         $  470,000
Prepaid Expenses       $151,000                                        151,000
Software                                            608,000            608,000
Domain Name              50,000                                         50,000
Software Dist. License  250,000                                        250,000
                       $451,000                 $ 1,078,000          1,529,000
Miscellaneous                                                           64,000
Asset Write-down                                                    $1,593,000

HJ Ventures was acquired on October 1, 2001 and included in the
December 31, 2001 financial statements.  Post March 31, 2002
management became aware that HJ Ventures' assets were impaired, wrote
them down (June 30, 2002 10-QSB) and rescinded the H J acquisition in
December 2002.

Beneficial Conversion Feature

On February 8, 2001 certain liabilities due related parties
aggregating $259,949 were converted into 8% debentures.  These
debentures were convertible into common stock at any time from May 31,
2001 until paid in full at 80% of the average closing bid price for
the five trading days prior to the conversion date.

Because of the 80% conversion feature, these debentures had a
beneficial conversion feature of $64,993 (25% of $259,949).  All the
$64,993 was expensed in 2001 when the debentures became convertible.

Estimates

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

Fair Value of Financial Instruments

The carrying amounts for the Company's cash, accounts payable, accrued
liabilities, due to stockholder and officers approximate fair value
due to the short-term maturity of these instruments.

Income Taxes

In February 1992, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards ("SFAS") No. 109,
"Accounting for Income Taxes" ("SFAS No. 109").  SFAS No. 109 required
a change from the deferred method of accounting for income taxes of
APB Opinion 11 to the asset and liability method of accounting for
income taxes.  Under the asset and liability method of SFAS No. 109,
deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and
their respective tax bases.  Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income
in the years in which those temporary differences are expected to be
recovered or settled.  Under SFAS No. 109, the effect on deferred tax
assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date.

Effective January 1, 1993, the Company adopted SFAS No. 109. The
application of SFAS No. 109 had an immaterial effect on the Company's
financial statements for the periods prior to January 1, 1993 due to
operating losses incurred by the Company in 1993 and prior years.

Earnings (Loss) per share

In February 1997, the FASB issued SFAS No. 128, "Earnings per Share".
SFAS No. 128 simplifies the standards for computing earnings per share
("EPS") and was effective for financial statements issued for periods
ending after December 15, 1997, with earlier application not
permitted.  Upon adoption, all prior EPS data was restated.

Basic EPS is determined using net income divided by the weighted
average shares outstanding during the period.  Diluted EPS is computed
by dividing net income by the weighted average shares outstanding,
assuming all dilutive potential common shares were issued.

Since the fully diluted loss per share for 2002 and 2001 was
antidilutive, basic and diluted losses per share are the same.
Accordingly, options to purchase common issuable upon conversion of
convertible debentures were not included in the calculation of diluted
earnings per common share.

New Accounting Pronouncements

In December 2002, SFAS No. 148, "Accounting for Stock-Based
Compensation -- Transition and Disclosure", ("SFAS No. 148") was
issued.  This Statement amends FASB Statement No. 123, "Accounting for
Stock-Based Compensation", to provide alternative methods of
transition for an entity that voluntarily changes to the fair value
based method of accounting for stock-based employee compensation.  In
addition, this Statement amends the disclosure requirements of SFAS
No. 123 and Accounting Principals Boards ("APB") Opinion No. 28,
"Interim Financial Reporting", to require prominent disclosures in
both annual and interim financial statements about the method of
accounting for stock-based employee compensation and the effect of the
method used on reported results.  SFAS No. 148 is effective for fiscal
years ending after December 15, 2002 and for interim periods beginning
after December 15, 2002.  The adoption of the provisions of SFAS No.
148 did not have a material impact on the Company's results of
operations, financial position or cash flows.

In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive
Income".  SFAS No. 130 establishes standards for reporting and
presentation of comprehensive income and its components in a full set
of general-purpose financial statements.  This statement does not,
however, require a specific format for the disclosure, but requires
the Company to display an amount representing total comprehensive
income for the period in its financial statements.  Comprehensive
income is determined by adjusting net income by other items not
included as a component of net income, such as the unrealized gain
(loss) on certain marketable securities.  During the periods
presented, the Company had no components that were not a part of net
income (loss).

In June 1997, the FASB issued SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information".  SFAS No. 131
establishes standards for the manner in which public business
enterprises report information about operating segments in annual
financial statements and requires that those enterprises report
selected information about operating segments in interim financial
reports issued to shareholders.  This statement also requires that a
public business enterprise report financial and descriptive
information about its reportable operating segments.  The Company is
currently not in formal business operations and does not have any
reportable operating segments.

In June 1998, the FASB issued SFAS 133, "Accounting for Derivative
Instruments and Hedging Activities"; however, the effective date for
this pronouncement was delayed for one year from the original
effective date of fiscal years beginning after June 15, 1999.  Since
the Company does not deal in derivative instruments or hedging
activities, it is anticipated that this pronouncement will have no
impact on the Company's financial statements.

In June 1999 and 2000, the FASB issued SFAS No. 137, "Accounting for
Derivative Instruments and Hedging Activities-Deferral of the
Effective Date of FASB Statement No. 133", and SFAS No. 138,
"Accounting for Certain Derivative Instruments and Certain Hedging
Activities", respectively.  These statements require companies to
record derivatives on the balance sheet as assets or liabilities,
measured at fair value.  Gains or losses resulting from changes in the
values of those derivatives would be accounted for depending on the
use of the derivative and whether it qualifies for hedge accounting.
The adoption of these statements will have no significant impact on
the Company's financial position or results of operations.

In December 1999, the Securities and Exchange Commission ("SEC")
issued Staff Accounting Bulletin (SAB") No. 101 ("SAB 101"), "Revenue
Recognition in Financial Statements".  SAB 101 provides guidance on
the recognition, presentation, and disclosure of revenues in financial
statements of all public registrants.  In October 2000, the SEC issued
a Frequently asked Questions document related to SAB 101 which
provides interpretive guidance.

In June 2001, the FASB issued SFAS No. 141, "Business Combinations".
SFAS No. 141 addresses the initial recognition and measurement of
goodwill and other intangible assets acquired in a business
combination.  SFAS No. 141 is applicable to business combinations
beginning July 1, 2001.  The adoption of this statement will have no
significant impact on the Company's financial position or results of
operations.

In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other
Intangible Assets".  SFAS No. 142 addresses the recognition and
measurement of goodwill and other intangible assets subsequent to
their acquisition.  SFAS No. 142 also addresses the initial
recognition and measurement of intangible assets acquired outside of a
business combination whether acquired individually or with a group of
other assets.  This statement provides that intangible assets with
finite useful lives be amortized and that intangible assets with
indefinite lives and goodwill will not be amortized, but will rather
be tested at least annually for impairment.  SFAS No. 142 will be
effective for the Company's fiscal year 2002.

NOTE 4:  NOTE PAYABLE

In December of 1999, the Company entered into a Note Agreement with
Newport Federal Financial (Newport).  Newport loaned the Company
$250,000 under the Note Agreement at a rate of 12%.  As an incentive
to get this loan, the Company granted Newport the right to purchase
180,000 shares of common stock at $0.01 per share, which it did.

This note was due and payable on January 3, 2001.  The Company failed
to make the payment in a timely fashion.  The default interest rate
under the note of 24% per annum is now in effect.

NOTE 5:  RELATED PARTY TRANSACTIONS

In December 2002 the Company disposed of its wholly owned subsidiary
H.J Ventures.  The HJ Ventures principals were the former Company
president and chief financial officer.

HJ Ventures was purchased October 1, 2001 with 12,000,000 shares of
common stock valued at $0.02/share or $240,000.  HJ Ventures was sold
December 15, 2002 by returning 9,120,000 shares valued at $0.02/share
or $182,400 resulting in a loss of $57,600.  In addition, a loan of
$122,927 due the Company from HJ Ventures was written off resulting in
a total loss of $180,527.

The 8% convertible debentures including accrued interest ($292,899)
and the $86,000 payable on a consulting agreement are due to the same
party who was a former officer of the Company.  Company management is
presently in the process of negotiating the combined debt in a
settlement agreement.  See Note 7 "Subsequent Events".

NOTE 6:  INCOME TAXES

As discussed in Note 1, the Company adopted Statement of Financial
Accounting Standards No. 109 effective January 1, 1993.  One of the
provisions of Statement 109 enables companies to record deferred tax
assets for the benefit to be derived from the utilization of net
operating loss carryforward and certain deductible temporary
differences.  At December 31, 2002 and 2001, the tax effects of
temporary differences that give rise to significant portions of
deferred tax assets are presented below by applying the United States
Federal income tax rate of 34% to loss before income taxes:

                                            2002               2001

Net operating loss carryforward           $2,887,038        $2,421,490

Less: valuation allowance                  2,887,038         2,421,490
                                                  --                --

Due to operating losses incurred by the Company, the Company
established a related valuation allowance of $2,887,038 and $2,887,038
at December 31, 2002 and 2001, respectively.

As of December 31, 2002, the Company has net operating loss
carryforward of approximately  $8,500,000 for Federal income tax
return purposes, which expire in 2006 through 2022.  Additionally, the
Company has a $180,527 capital loss carry forward.  Benefit for these
contingent assets are dependent upon the Company's ability to generate
future earnings.  Any material change in corporate ownership will
greatly reduce the net operating loss carry forward.  The future tax
benefits for these tax assets are dependent upon the Company's ability
to generate future earnings.

NOTE 7:  SUBSEQUENT EVENTS

The following events took place subsequent to December 31, 2002:

a.  Effective January 7, 2003 the acquisition of 100% of
International Surfacing of Colorado, Inc., a Colorado corporation
("IS"), was completed.  The acquisition price was 15,000,000 common
shares valued at $0.01 per share or $150,000.  The purchase price was
deposited prior to December 31, 2002.

The merger agreement contains an "earn out" provision whereby the IS
stockholders will receive, if certain sales targets are met the
following:  3,000,000 shares and 5,000,000 shares, respectively if
gross annual sales equal or exceed $3,000,000 and $5,000,000,
respectively with a gross margin of 25% or better.

In connection with the acquisition, IS's President and Vice President
signed three-year employment agreements in which each officer is to
receive 1,200,000 S-8 stock and 2,000,000 unregistered shares.  The S-
8 shares to be issued in quarterly installments of 100,000 shares over
three years.

b.  The Company is in the process of restructuring its debt to its
convertible note holder including the consulting agreement payment.
Present negotiations contemplate the issuance of three notes
aggregating approximately $90,000 to extinguish debt existing at March
31, 2003 of approximately $400,000, which would result in debt
forgiveness to the Company of approximately $310,000.  No agreements
have been signed as yet.

c.  The Company has entered into a one year employment contract with
its new president whereby the employee will be paid $300,000 per year
or at the discretion of the Company in stock of 7,500,000 S-8 shares
payable in four equal installments of 1,875,000 per quarter.  At
year's end the employee will receive 144 stock equal to 33.3% of the
gross amount of any stock sales.  This will compensate the employee
for any tax liability on the stock sales.

d.  A stock purchase plan was approved and registered in Form S-8 POS
filed on January 9, 2003.

                                  EXHIBIT INDEX

Number                         Description

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

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

2.3     Agreement and Plan of Merger between the Registrant, ISC
        Acquisition Inc., and International Surfacing of Colorado,
        Inc. and its shareholders), dated December 9, 2002
        (incorporated by reference to Exhibit 2 of the Form 8-K
        filed on January 21, 2003).

2.4     Mutual Release and Termination Agreement between the
        Registrant and former shareholders of H.J. Ventures, Inc.,
        dated December 15, 2002 (see below).

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

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

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

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

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

3.6     Certificate of Amendment to Articles of Incorporation, dated
        April 12, 2002 (see below).

3.7     Certificate of Amendment to Articles of Incorporation, dated
        November 6, 2002 (see below).

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

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

4.2     Common Stock Purchase Agreement between the Registrant and
        Newport Federal Financial, dated December 15, 1999 (see below).

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

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

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

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

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

4.8     Amended and Restated Employee Stock Incentive Plan, dated
        November 20, 2002 (incorporated by reference to Exhibit 4.1
        of the Form S-8 POS filed on January 9, 2003).

4.9     Amended and Restated Non-Employee Directors and Consultants
        Retainer Stock Plan (Amendment No. 2), dated November 20,
        2002 (incorporated by reference to Exhibit 4.2 of the Form
        S-8 POS filed on January 9, 2003).

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

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

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

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

10.5    Employment Agreement between the Registrant and Gary
        Borglund, dated January 15, 2003 (see below).

10.6    Amendment to Employment Agreement between the Registrant and
        Gary Borglund, dated January 15, 2003 (see below).

21      Subsidiaries of the Registrant (see below).

99      Certification Pursuant to Section 906 of the Sarbanes-Oxley
        Act of 2002 (18 U.S.C. Section 1350) (see below).