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

                             FORM 10-KSB

(Mark One)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2000

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-NY

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

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

   930 South State Street, Suite 10  Orem, Utah                 84097
   (Address of principal executive offices)                    (Zip Code)

              Registrant's telephone number:  (801) 434-7500

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

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

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

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

The Registrant had revenues of $556,944 for the fiscal year ended
on December 31, 2000.  The aggregate market value of the voting
stock held by non-affiliates of the Registrant as of March 31,
2001: Common Stock, par value $0.001 per share -- $2,783,612.  As
of March 31, 2001, the Registrant had 21,576,394 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 TO MATTERS TO VOTE OF SECURITY HOLDERS         10

PART II
ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY
           AND RELATED STOCKHOLDER MATTERS                         10

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS            11

ITEM 7.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA             14

ITEM 8.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
           ON ACCOUNTING AND FINANCIAL DISCLOSURE                  14

PART III

ITEM 9.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT       15

ITEM 10.  EXECUTIVE COMPENSATION                                   16

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
          OWNERS AND MANAGEMENT                                    18

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS           19

PART IV

ITEM 13.  EXHIBITS, FINANCIAL STATEMENTS SCHEDULES,
          AND REPORTS ON FORM 8-K                                  20

SIGNATURES                                                         21

PART I.

ITEM 1.  BUSINESS.

Business Development.

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

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

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

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

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

Business of the Registrant.

The Registrant offers small to mid-sized businesses an end-
to-end solution that addresses the challenges associated with
implementing a successful e-commerce strategy. The Registrant
offers any business access to its free e-commerce web site
builder and sells a comprehensive suite of products and services
designed to assist businesses create a successful online
presence.   As of December 31, 2000, the Registrant hosted in
excess of 26,000 web sites.

(a)  Industry Background.

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

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

(b)  Challenges to Conducting Commerce over the Internet

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

Web Site Planning And Storefront Design.

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

Visibility And Customer Acquisition.

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

Transaction Processing.

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

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

(c)  The JustWebit.com Solution

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

Key benefits of our solution include:

End-To-End Integrated Solution.

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

Quick Time To Market.

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

Immediate And Long-Term Savings.

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

(d)  Strategy.

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

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

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

Creation Of A Justwebit.Com Marketplace And Mall.

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

Promotion Of Brand Name Visibility.

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

Pursue Acquisitions And Strategic Business Relationships.

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

International Expansion.

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

Products And Services.

(a)  Merchant Services

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

Secure Payment And Order Processing.

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

Fraud Prevention.

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

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

Custom Application And Online Store Development.

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

Marketing Services.

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

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

Current Status.

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

Employees

As of December 31, 2000, the Registrant and its subsidiary had a
total of 4 employees.  The Registrant has no collective
bargaining agreements covering any of its employees, has not
experienced any material labor disruption and is unaware of any
efforts or plans to organize its employees.  The Registrant
considers relations with its employees to be good.

ITEM 2.  PROPERTIES.

The Registrant currently rents approximately 750 square feet
of office space for its operating offices in Orem, Utah.  The
monthly rent on this space is currently $1,250 per month and the
lease runs through November of 2002.  The Registrant considers
these offices to be adequate and suitable for its current needs.
As of December 31, 2000, the Registrant had approximately $50,000
worth office equipment and furniture at this location.

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 Company in 1996 and 1997.
The Registrant's President at the time, John C. Spradley, had
written a check for this same amount on April 2, 1997 which was
returned to plaintiff by plaintiff's bank dishonored, unpaid and
marked "NSF".  Mr. Spradley wrote this check without proper
authority by the Registrant, and actually was strictly forbidden
by a board resolution to write any checks in excess of $5,000.
The writing of the check to EWS left the Registrant legally
obligated to honor this check.

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

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

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

None.

PART II.

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

Market Information.

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

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

                                                 High      Low

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

Per Share Common Stock Bid Prices by Quarter
For the Fiscal Year Ending on December 31, 1999

                                                 High      Low

Quarter Ended December 31, 1999                  3.75      0.37
Quarter Ended September 30, 1999                 0.56      0.18
Quarter Ended June 30, 1999                      0.25      0.18
Quarter Ended March 31, 1999 *                   0.05      0.03

*  The Registrant's shares only traded on two days during this
quarter

Holders of Common Equity.

As of March 31, 2001, there were 670 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 a  "C" corporation.  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.

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

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

Results of Operations.

(a)  Revenues.

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

With the acquisition of the Media Rage subsidiary and the
launching of the JustWebit.com web site, the Registrant began
reporting revenues from operations in August of 1999.  With this
development, the Registrant is no longer considered a development
stage enterprise.  The Registrant reported operating revenues of
$335,016 for the fiscal year ended December 31, 1999.

For the year ended December 31, 2000, the Registrant
reported total operating revenues of $556,944.  Of these
revenues, $246,875 were received through a contract from a
related party.  The Registrant also recognized $18,130 in income
from forgiveness of indebtedness.

(b)  Selling, General and Administrative Expenses.

The Registrant incurred total selling, general and
administrative expenses ("SG&A") of $2,069,045 for the year ended
December 31, 2000 as compared to $627,505  for the fiscal year
ended December 31, 1999.  This represented an increase of
approximately 330% in SG&A expenses.  The increase represented a
full year's operations for 2000 as opposed to a partial year's
operations in 1999.

(c)  Depreciation and Amortization.

Depreciation and amortization for the year ended December
31, 2000 was equal to $15,116.  This is substantially higher than
the depreciation and amortization of $8,653 expensed in the year
ended December 31, 1999.  The Registrant's expansion in 2000
resulted in the purchase of additional fixed assets which
increased the current period's depreciation expense.

(d)  Interest Expense.

The Registrant incurred Interest and bank charges (net of
interest income) of $47,845 in the fiscal year ended December 31,
2000, compared with such charges of $142,121 in the year ended
December 31, 1999.

In December of 1999 the Registrant received a note in the amount
of $250,000 from Newport Federal Financial.  This note carries an
interest rate of 12% and was due and payable on January 2, 2001.
This note is currently in default, however, Newport has verbally
agreed not to pursue collection of the note until July of 2001.
The Registrant is currently awaiting a written notice of
extension from Newport.

(e)  Income Tax Benefit.

For the fiscal year ending December 31, 2000, the Registrant
had net operating loss carryforwards of $2,889,615 as compared
with $2,141,662 for the previous fiscal year.  Approximately
$1,000,000 of this net operating loss was carried forward from
the business of Marrco and is limited under Internal Revenue Code
Section 381.  This limits the use of this portion of the
Registrant's net operating loss carryforward to approximately
$70,000 per year.  The Registrant has not recognized any of this
tax benefit as an asset due to uncertainty of future income.

(f)  Net Loss.

The Registrant recorded a net loss of $1,653,179 for the
fiscal year ended December 31, 2000, as compared to a net loss of
$(340,102) for the fiscal year ended December 31, 1999.

Liquidity and Capital Resources.

The Registrant had a working capital deficit of $622,397 as
of December 31, 2000.  The Registrant has continued to raise
capital through various private placement offerings of its stock.
The Registrant believes that future equity sales or other
financings can be achieved to adequately finance its growth.

Certain Indebtedness.

In December of 1999, the Registrant entered into a Note
Agreement with Newport Federal Financial ("Newport").  Newport
loaned the Registrant $250,000 under the Note Agreement at a rate
of 12%.  This note was due and payable on January 3, 2001.  The
Registrant failed to make the payment, however Newport has agreed
to forgo collection on this note until July of 2001.  The
Registrant believes that it can raise sufficient capital to
satisfy the Newport note.

Income Tax Matters.

The Registrant has had no material state or Federal income tax
since its inception.  As of December 31, 1998, the Registrant had
approximately $4.2 million in net operating loss carryforwards
for tax purposes, expiring in years 2006 through 2014.  The
Internal Revenue Code of 1986, as amended, limits the amount of
loss carryforwards that a Registrant can use to offset future
income upon the occurrence of certain changes in ownership.  As a
result of the purchase of Marrco and the subsequent issuance of
shares of the Registrant's common stock, the Registrant has
undergone more than a 50% change in ownership and will therefore
be limited in its utilization of its tax loss carryforwards.
About $1 million of the net operating loss carryforward is
subject to this limitation.

Inflation.

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

Other.

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

Forward Looking Statements.

The foregoing Management's Discussion and Analysis 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, 2000, and for the year ended December 31, 1999 are presented
in a separate section of this report following Part IV.

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

Not Applicable

PART III.

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

Officers and Directors.

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

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

Gary Borglund, President/Secretary/Director.

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

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

Gary Fox, Chief Financial Officer/Treasurer/Director.

Mr. Fox, age 48, offers extensive knowledge of traditional
financial management and technology.  With over 20 years
experience in public accounting, he provides expertise in
strategic financial planning, acquisition analysis, cash
management and financial reporting.  Mr. Fox's was the managing
general partner of Fox & Fox, Certified Public Accountants from
January 1984 to December 31, 1998.  From January 1, 1998 to April
30, 2000, Mr. Fox practiced public accounting as a sole
proprietor.  In October, 2000 Mr. Fox became Chief Financial
Officer and a Director of World Shopping Network, Inc. (OTCBB
WSHP).  Mr. Fox is a certified public accountant and received a
bachelor's degree in business administration from California
State University at Los Angeles.

Richard Overdorff, Director.

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

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

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

Based solely upon a review of Forms 3 and 4 and amendments
thereto furnished to the registrant under Rule 16a-3(d) during
fiscal 2000, Forms 5 with respect to fiscal 2000, and certain
written representations from executive officers and directors,
the Registrant is unaware that any required reports were not
timely filed.

ITEM 10.  EXECUTIVE COMPENSATION.

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

                    Summary Compensation Table

                     Annual compensation              Long-term
                                                     compensation
                                           Awards          Payouts
                                    Other           Securi           All
                                    Annual          ties             other
Name and                            compen Restrict under            compen
Principal   Year   Salary   Bonus   sation  stock   lying   LTIP     sation
Position                                    award   options payouts
                                                    SARs
                     ($)     ($)     ($)     ($)     (#)       ($)     ($)
    (a)      (b)     (c)     (d)     (e)     (f)     (g)       (h)     (i)


Jon R.      2000  $84,000(1)  0     $6,000(2)  0      0         0       0
Marple,     1999  $72,000(3)  0     $6,000     0      0         0       0
Presid./    1998  $72,000(4)  0     $3,000     0      0         0       0
CEO

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

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

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

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

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

Employment Contract.

The Registrant has not entered into any written employment
agreement with its former or current directors or officers.

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, 2000 provided
for or contributed to by the Registrant.

(b)  No remuneration is proposed to be paid in the future
directly or indirectly by the Registrant to any officer or
director since there no existing plan as of December 31, 2000
which provides for such payment.  However, in March 2001 the
Registrant adopted an Employee Stock Incentive Plan and a Non-
Employee Directors and Consultants Retainer Stock 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, 2000 (21,576,394 issued and outstanding) by (i)
all stockholders known to the Registrant to be beneficial owners
of more than 5% of the outstanding common stock; and (ii) all
directors and executive officers of the Registrant as a group:

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

Common     Pelham Associates, Inc.            6,000,000          27.81%
Stock      3900 Birch St., Suite 113
           Newport Beach, California 92108

Common     Jon R. Marple & Suzanne N. Marple  2,196,644         10.18%
Stock      9 Mesa Lane
           Colorado Springs, Colorado 80906

Common     Jon H. Marple & Mary E. Blake      1,949,408          9.03%
Stock      3419 Via Lido, Suite 619
           Newport Beach, California 92663

Common     Gary Borglund                              0          0.00%
Stock      930 South State Street, Suite 10
           Orem, Utah 84097

Common     Gary Fox                                0 (3)        0.00%
Stock      930 South State Street, Suite 10
           Orem, Utah 84097

Common     Richard Overdorff                    300,000(4)      1.39%
Stock      930 South State Street, Suite 10
           Orem, Utah 84097

Common     Shares of all directors and          300,000         1.39%
Stock      executive officers as a group (3
           persons)

(1)  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)  300,000 shares are held by the sister of Mr. Fox; he
disclaims any ownership or control of these shares.

(4)  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)  From 1994 through 1998, the Registrant borrowed funds from
certain formers officers, directors and related parties to
finance the cost of its ongoing operations.  All such loans
accrued interest at 12 percent per annum.  Mr. Freeman, a former
director of the Registrant, loaned a total principal amount of
$101,000, which had accrued interest approximately in the amount
of $40,008 as of July 31, 1999.  The Registrant has also borrowed
$558,226 from 720 Wireless, Inc., a Nevada corporation, which had
accrued interest in the amount of $173,222, as of July 31, 1999
(Jon H. Marple, a former director, is also the sole shareholder
of 720 Wireless, Inc.  In addition, Jon R. Marple has advanced
$68,748 to pay for certain expenses, which had accrued
approximately $19,462 of interest as of July 31, 1999.  All such
amounts owed to the Registrant's directors, officer and principal
shareholders were converted into 1,545,847 shares of Class A
Preferred Stock as of July, 1999.

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

(c)  In 2000, the Registrant borrowed additional funds from
Jon R. Marple, the son, and Jon H. Marple, the father.  These
amounts totaled approximately $220,000 and have been accruing
interest at a rate of 12% until January 31, 2001.  In February
2001, these amounts totaling $149,874 owed to Jon R. Marple and
$110,075 owed to Jon H. Marple were converted into convertible
debentures bearing an interest rate of 8% (see Exhibits 4.1 and
4.2 to this Form 10-KSB).  The terms of the convertible
debentures are such that they are convertible at the option of
the holder into common stock of the Registrant at a twenty
percent discount to market if they are not paid in full by May
31, 2001.  Interest does not begin to accrue on the notes until
after May 31, 2001.

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

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

PART IV.

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

Exhibits.

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

Reports on Form 8-K.

There were no reports on Form 8-K filed during the last quarter
of the fiscal year covered by this report.

Index to Financial Statements.

                                                                  Page

Independent Auditor's Report                                        22

Balance Sheet as of
December 31, 2000 and December 31, 1999                             23

Consolidated Statements of Operations for the year ended
December 31, 2000 and the year ended December 31, 1999              24

Consolidated Statements of Changes in Stockholders'
Equity (Deficit) for the year ended December 31, 2000
and the year ended December 31, 1999                                25

Consolidated Statements of Cash Flows for the year ended
December 31, 2000 and the year ended December 31, 1999              26

Notes to Consolidated Financial Statements                          27

                              SIGNATURES

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

                                     JustWebIt.com, Inc.


Dated: April 12, 2001                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/Director        April 12, 2001
Gary Borglund

/s/ Gary Fox              Chief Financial                     April 12, 2001
Gary Fox                  Officer/Treasurer (principal
                          financial and accounting
                          officer)/Director

/s/ Richard Overdorff     Director                            April 12, 2001
Richard Overdorff

                       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 Subsidiary, a Nevada corporation, as of
December 31, 2000, and the related consolidated statements of
operations, changes in stockholders' equity (deficit), and cash
flows for the years ended December 31, 2000 and 1999.  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 financial consolidated statements referred to
above present fairly, in all material respects, the financial
position of JustWebit.com, Inc. and Subsidiary as of December 31,
2000, and the results of their operations, changes in
stockholders' equity (deficit), and their cash flows for the
years ended December 31, 2000 and 1999 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 7 to the consolidated financial
statements, the Company has cash flow constraints, an accumulated
deficit, and 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 7.
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 21, 2001

                  JUSTWEBIT.COM, INC. AND SUBSIDIARY
                       CONSOLIDATED BALANCE SHEET

                                  ASSETS

                                                      December 31, 2000

Current Assets
Cash in bank                                          $     7,421

Total Current Assets                                        7,421

Property And Equipment (Net of depreciation
of $20,130)                                                54,138

Other Assets
Deposits                                                   55,377

                                                      $   116,936

              LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities

Accounts payable and accrued expenses                 $   101,739
Notes payable (Note 5)                                    280,000
Payable - related parties (Note 3)                        248,079

Total Current Liabilities                                 629,818

Stockholders' Deficit

Common stock, $.001 par value;
Authorized 100,000,000 shares;
Issued and outstanding 14,399,222 shares                   14,399
Additional paid-in capital                              5,859,551
Retained earnings (deficit)                            (6,386,832)

Total Stockholders' Equity                               (512,882)

                                                          116,936

See accompanying notes to consolidated financial statements

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

                                                Years ended December 31
                                                2000               1999

Sales                                               556,944        98,923
Cost of sales                                        96,147        10,360
Gross Profit                                        460,797        88,563

Loss on investments                                       0         4,995
Bad debt (Recovery)                                       0      (180,635)
General and administrative expenses               2,069,045       642,611
Depreciation and amortization (Note 1)               15,116         8,653
Interest and bank charges (net of interest income)   47,845       142,121
                                                  2,132,006       617,745

Net income (loss) before income taxes            (1,671,209)     (529,182)

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

Net (Loss) From Continuing Operations            (1,671,309)     (529,282)

Discontinued Operations
Gain on disposal of discontinued operations               0       117,299

Net (Loss) Before Extraordinary Item             (1,671,309)     (411,983)

Extraordinary Item
Gain on extinguishment of debt                       18,130        71,881

Net (Loss)                                      $(1,653,179)    $(340,102)

Earnings (Loss) Per Common Share
(Loss) from continuing operations                      (.14)         (.42)
Income from discontinued operations                     .00           .09
Income from extraordinary items                         .01           .06

Net (Loss)                                             (.13)         (.27)

Weighted average number of common shares used
to compute net income (loss) per weighted average
share                                            12,157,964      1,245,588

See accompanying notes to consolidated financial statements

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

                               Common Stock       Additional       Retained
                               Par Value $.001    Paid-in          earnings
                             Shares       Amount  Capital         (deficit)

Balances at 12/31/97         2,997,630   $  2,998 $2,104,682      $(3,863,412)

Issuance of common stock
to settle debt at $1.00         15,536         16       955
Issuance of common stock to
settle debt at $3.07           246,624        246    15,551
Sale of common stock in
private placement at $1.60     100,000        100    79,900
Net loss for year                                                    (530,139)
Balances at 12/31/98         3,359,790      3,360  2,201,088       (4,393,551)

Issuance of restricted
Common Stock to settle
debt at $1.00                4,164,858      4,165  2,085,203
For services at $.77           270,000        270    103,480
For cash at $.18             1,616,336      1,616    143,184
To acquire subsidiary at
$.50                           750,000        750    187,125
Adjustment to eliminate
subsidiary goodwill                                 (244,689)
Issuance of S-8 common stock
For services at $1.57          305,274        305    238,947
Options exercised at $.75      100,000        100     37,400
Options exercised at $1.00     200,000        200     99,800
Net loss for year                                                    (340,102)
Balances at 12/31/99        10,766,258     10,766  4,851,538       (4,733,653)

Issuance of restricted
common stock To settle
debt at $.31 and $.75           93,471         93     29,266
For services at $.06 to $.75 1,763,943      1,764    214,326
For cash at $.33 to $.90       673,250        673    375,359
For domain name at $.31         84,746         85     26,398
Issuance of S-8 common stock
For services at $.05 to
$3.25                        1,017,554      1,018    462,664
Net loss for year                                                  (1,653,179)
Balances at 12/31/00        14,399,222     14,399  5,859,551       (6,386,832)

See accompanying notes to consolidated financial statements

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

                                                Years ended December 31
                                                2000               1999

Operating Activities:
Net (loss)                                      $(1,653,179)       $ (340,102)
Adjustments to reconcile net (loss)
to net cash (required) by operating
activities:
Stock issued for expenses                           679,772           343,002
Depreciation and amortization                        15,116             8,653
Interest accrued on notes payable                    30,000                 0
Book value of assets sold                                 0            16,105
Changes in assets and liabilities:
Prepaid expenses                                    202,949          (202,949)
Accounts receivable                                   6,419                 0
Related party receivables                           124,000          (124,000)
Deposits                                                  0            (5,377)
Accounts payable and accrued liabilities             (9,486)         (367,431)
Income taxes                                              0            (1,100)
Deferred revenue                                   (226,302)          226,302
Net Cash (Required) By Operating Activities        (830,711)         (446,897)

Investing Activities:
Purchase of securities                                    0          (246,875)
Sale of securities                                  246,875                 0
Sale of licenses                                          0           330,053
Purchase of equipment                               (25,806)                0
Net Cash Provided (Required) By Investing
Activities                                          221,069            83,178

Financing Activities:
Loans - other                                             0           251,644
Loans - related parties                             168,675                 0
Sale of common stock                                276,032           282,300
Net Cash Provided By Financing Activities           444,707           533,944

(Decrease) in Cash and Cash Equivalents            (164,935)          170,225
Cash and cash equivalents at beginning of year      172,356             2,131
Cash and Cash Equivalents at End of Year              7,421           172,356

Supplemental Disclosures of Cash Flow Information:
Cash paid during the year for:
Interest                                                  0                 0
Income taxes                                            100             1,100

Noncash Investing and Financing Activities:
During 2000, the Company issued 93,471 shares to retire
liabilities in the amount of $29,359.  The Company also acquired
a domain name valued at $50,000 with 84,746 shares and $23,517 in debt.

See accompanying notes to consolidated financial statements

                 JUSTWEBIT.COM, INC. AND SUBSIDIARY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business Activity

JustWebit.com offers small to mid-sized businesses an end-to-end
solution that addresses the challenges associated with
implementing a successful e-commerce strategy. The Company offers
any business access to its free e-commerce web site builder and
sells a comprehensive suite of products and services designed to
assist businesses create a successful online presence.   As of
December 31, 2000, the Company hosted in excess of 3,000 web sites.

Accounting Methods

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

Revenue Recognition

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

Earnings (Loss) Per Share

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

Property and Equipment

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

Cash and Cash Equivalents

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

Income Taxes

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

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

Estimates

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

NOTE 2:  CAPITALIZATION

In May 2000, the Board of Directors and a majority of the
shareholders approved a 1 to 2 stock split.   These financial
statements have been adjusted to reflect these stock changes as
if they had been effective as of the earliest date reported therein.

NOTE 3:  RELATED PARTY TRANSACTIONS

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

At December 31, 2000 the Company owed $248,079 to related parties
for loans and payments made on behalf of the Company.

NOTE 4:  INCOME TAXES

Income tax expense was $100 for the years ended December 31, 2000
($100 for 1999).  Such amounts differ from the amounts computed
by applying the United States Federal income tax rate of 34% to
loss before income taxes as a result of the following:

                                            2000             1999

Computed "expected" tax benefit              (568,211)        (115,601)
Decrease (increase) in income tax benefit
resulting from:
Change in valuation allowance for deferred
federal, state, and local income tax assets   608,086          139,508
State income taxes and other, net             (39,775)         (23,807)

                                                  100              100

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

                                              2000            1999

Net operating loss carryforwards              2,889,615       2,141,662

Total gross deferred tax assets               2,889,615       2,141,662
Less valuation allowance                     (2,889,615)     (2,141,662)

Net deferred tax assets                               0               0

During the years ended December 31, 2000 and 1999, the Company
made no Federal income tax payments.

At December 31, 2000, the Company has approximately $6,300,000
available in net operating loss carryforwards for income tax
purposes.  These carryforwards expire in 2006 through 2014.  Due
to a change in control and business activity, the net operating
loss carryforwards will most likely never be realized.

NOTE 5:  NOTES PAYABLE

In December of 1999 the Company received a note in the amount of
$250,000 from Newport Federal Financial.  This note carries an
interest rate of 12% and is due and payable on January 2, 2001,
along with accrued interest of $30,000.  As an incentive for
entering into the note agreement, the Company issued 180,000
shares of its common stock to Newport Federal Financial.

NOTE 6:  STOCK OPTION PLAN AND WARRANTS

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

NOTE 7: SUBSEQUENT EVENTS/GOING CONCERN CONSIDERATIONS

The financial statements are presented on the basis that the
Company is a going concern, which contemplates the realization of assets and
the satisfaction of liabilities in the normal course of business
over a reasonable length of time.  At December 31, 2000, the Company
has a deficit in working capital of $622,397, a loss from operations for 2000
of $1,653,179, and an accumulated deficit of $6,386,832.

On February 28, 2001, a new management team took over the Company's
operations with an immediate cash infusion of $75,000.  Management plans to
raise additional capital through equity offerings and may
advance additional short-term funds as needed.  Management feels that
current plans to expand its operations and a combination of debt financing and
sale of common stock will provide sufficient working capital to allow
the Company to continue as a going concern.

                            EXHIBIT INDEX

Exhibit                   Description
No.

2      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).

3.1    Articles of Incorporation, dated July 17, 1984 (see below).

3.2    Article of Amendment to the Articles of Incorporation, dated
       February 20, 1987 (see below).

3.3    Certificate of Amendment of Articles of Incorporation, dated
       March 28, 1994 (see below).

3.4    Certificate of Amendment of Articles of Incorporation, dated
       October 31, 1996 (see below).

3.5    Certificate of Amendment to Articles of Incorporation, dated
       August 17, 1999 (see below).

3.6    Bylaws, dated March 1, 2001 (see below).

4.1    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).

4.2    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).

10     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).

21     Subsidiaries of the Registrant (see below).

                             EX-3.1

                   ARTICLES OF INCORPORATION
                               OF
                   VENTURES DIVERSIFIED, LTD.

We, the undersigned natural persons of the ages of
twenty one (21) or more, action as incorporator s of a
corporation under the general corporation law of Nevada, adopt
the following articles of incorporation:

                            ARTICLE I

Name:  The name of the corporation is Ventures Diversified, Ltd.

                             ARTICLE II

Registered office and agent:  The address of the corporation's
principal office is 2050 Ellis Way, in the City of Elko, County
of Elko, State of Nevada.  The initial agent for service of
process at that address will be Gateway Enterprises, inc.

                             ARTICLE III

Purpose:  The purposes for which the corporation is organized are
to engage in any activity or business not in conflict with the
laws of the State of Nevada or of the United States of America,
and without limiting the generality of the foregoing,
specifically:

1.  To have and to exercise all the powers now or hereafter
cconferred by the laws of the State of Nevada upon corporation
organized pursuant to the laws under which the corporation is
organized and any and all acts amendatory thereof and
supplemental thereto.

2.  To discount and negotiate promissory notes, drafts, bill of
exchange and other evidence of debts, and to collect for others
money due them on notes, checks, drafts bill of exchange,
commercial paper and other evidence of indebtedness.

3.  To purchase or otherwise acquire, own, hold, lease, sell,
exchange, assign, transfer, mortgage, pledge, or otherwise
dispose of, to guaranty, to invest, trade, and deal in and with
personal property of every class and description.

4.  To enter into any kind of contract or agreement, cooperative
or profit sharing plan with its officers or employees that the
corporation may deem advantageous or expedient or otherwise to
reward or pay such persons for their services as the directors
may deem fit.

5.  To purchase, lease, or otherwise acquire, in whole or in part
the business, the good will, rights, franchises and property of
every kind, and to undertake the whole or any part of the assets
or liabilities, of any person, firm, association, non-profit or
profit corporation, or own property necessary or suitable for its
purposes, and to pay the same in cash, in the stocks or bonds of
this company or otherwise, to hold or in any manner dispose of
the whole or any part of the business or property so acquired and
to exercise all of the powers necessary or incidental to the
conduct of such business.

6.  To lend or borrow money and to negotiate and make loans,
either on its own account or as agent, or broker for others.

7.  To enter into, make, perform and carry out contracts of every
kind and for any lawful purpose, without limit as to amount with
any person, firm, association, cooperative profit or non-profit
corporation, municipality, state or government or any
subdivision, district or department thereof.

8.  To buy, sell, exchange, negotiate, or otherwise deal in, or
hypothecate securities, stocks, bonds, debentures, mortgages,
notes or other collaterals or securities, created or issued by
any corporation wherever organized including this corporation,
within such limits as may be provided by law, and while owner of
any such stocks or other collaterals to exercise all rights,
powers and privileges of ownership, including the right to vote
the same, to subscribe for stock of any corporation  to be
organized, other than to promote the organization thereof.

9.  To purchase or otherwise acquire, own, hold, lease sell,
exchange, assign, transfer, mortgage, pledge, license, or
otherwise dispose of any letters, patents, copyrights, or
trademarks of every class and description.

10.  To do any and all other such acts, things, business or
businesses in any manner connected with or necessary, incidental
convenient or auxiliary to do any of these objects hereinbefore
enumerated, or calculated, directly or indirectly, to promote the
interest of the corporation; and in carrying on its purposes, or
for the purpose of obtaining or furthering any of its business,
to do any and all acts and things, and to exercise any and all
other powers which a co-partners or natural person could do or
exercise, and which now or hereafter may be authorized by law,
here and in any other part of the world.

11.  The several clauses contained in this statement of powers
shall be construed as both purposes and powers.  And the
statements contained in each of these clauses shall be in no way
limited or restricted, by reference to or inference from, the
terms of any other clauses, but shall be regarded as independent
purposes and powers; and no recitations, expression or
declaration of specific or special powers or purposes herein
enumerated shall be deemed to be exclusive, but is hereby
expressly declared that all other lawful powers not inconsistent
herewith, are hereby included.

                            ARTICLE IV

Stock:  The aggregate number of shares which the corporation
shall have authority to issue is 200,000,000 shares at a par
value of .001 per share.  All stock when issued shall be fully
paid and non-assessable.

No holder of shares of common stock of the corporation shall
be entitled, as such, to any pre-emptive or preferential rights
to subscribe to any unissued stock or any other securities which
the corporation may now or thereafter be authorized to issue.
The board of directors of the corporation may, however, at its
discretion, by resolution determine that any unissued securities
of the corporation shall be offered for subscription solely to
the holders of common stock of the corporation or solely to the
holders of any class or classes of such stock, in such
proportions based on stock ownership as said board at its
discretion may determine.

Each share of common stock shall be entitled to one vote at
stockholders meetings, either in person or my proxy.  Cumulative
voting in elections of directors and all other matters brought
before stockholders meetings whether they be annual or special,
shall not be permitted.

                             ARTICLE V

Stockholders meeting:  Meetings of the shareholders shall be
held at such place within or without the State of Nevada as may
be provided by the by-laws of the corporation.  Special meetings
of the shareholders may be called by the president or any other
executive officer of the corporation, the board of directors, or
any member thereof, or by the record holder or holders of at
lease ten percent (10%) of all shares entitled to vote at the
meeting.  Any action otherwise required to be taken at a meeting
of the shareholders, except election of directors, may be taken,
shall be signed by shareholders having at lease a majority of the
voting power.

                             ARTICLE VI

Commencing business:  The corporation shall not commence
business until at least $1,000.00 received by it as consideration
for the issuance of shares.

                              ARTICLE VII

Stock rights:  The board of directors shall have the
authority to determine the classes and series of any subsequent
stock issued by the corporation and the right and preferences
pertaining thereto.

                             ARTICLE VIII

Board of directors:  A majority of the board of directors
shall be necessary to constitute a quorum; and when so
constituted, the board shall be authorized to transact such
business as may be delegated to it by the stockholders and
whenever the board of directors shall be so assembled an act as a
board, either within or without the State of Nevada, any action
taken shall be the action of the board of directors and shall be
binding upon the corporation, provided that three days prior
notice, given either orally or in writing, of the time and place
of the meeting and of the nature of business proposed to be
transacted shall have been given to the entire board of
directors, unless such notice be waived as hereinafter provided.
Any director may waive notice of any meeting; and in the event of
such waiver, notice shall be in writing or written memorandum
shall be made of an oral waiver of notice.

                                ARTICLE IX

Officers:  The officers of the corporation shall consist of
a board of directors of not less than three nor more than twenty-
five.  A chairman of the board of directors, a president, a vice-
president, a secretary and a treasurer, who shall perform such
duties and have such authority as usually pertains to such
officers of a corporation or as may be prescribed by the board
directors from time to time.

Qualification of officers:  Officers and directors of the
corporation need not be residents of the State of Nevada and need
not own shares of the corporation's stock.  The secretary and
treasure may, but need not be, the same person.

Election:  Directors shall be elected at the annual meeting
of the shareholders, and the persons receiving the highest number
of votes shall be declared duly elected, providing such numbers
shall represent a majority of all votes cast.  Within ten (10)
days after the election, the directors shall meet and elect a
president, vice-president, secretary and treasurer.

Term of office:  The term of office of all directors and
officers shall be one year, provided all directors and officers
shall hold office until their successors are duly elected and qualified.

Resignation of officers:  Any officer or director may resign
by filing his written resignation with the secretary of the
corporation, or in the case of the secretary, with the president
of the corporation and upon acceptance thereof by the board of
directors or if such board shall neglect to act upon such
resignation within fourteen (14) days after receipt, the
resignation shall become effective and the office shall be deemed vacant.

Removal of officers:  Any officer or director of this
corporation may be removed at any time without cause in the
manner provided by the laws of the State of Nevada for the
removal of such officer or director, or by a majority vote of the
outstanding stock of the corporation at any special meeting of
the stockholders called for that purpose as herein provided.

Vacancies:  In the case of death, disability, or resignation
of any officer or director of the company, the remaining
directors or director of the company, even though less than a
quorum, shall fill vacancies for the unexpired term or terms.

Original directors:  The number of directors constituting
the initial board of directors of the corporation is three (3),
and the names and addresses of the persons who are the
incorporators and who are to serve as directors until the first
annual meeting of shareholders or until their successors are
elected and qualified are:

1.  Shirrell W. Hughes
    2929 Hillsden Drive
    Salt Lake City, Utah 84117

2.  Catherine J. Leaututu
    7672 South 2030 West
    West Jordan, Utah  84084

3.  Kristin L. Fogle
    6088 West Borax Drive
    West Jordan, Utah  84084

                           ARTICLE X

Duration:  The period of duration of the corporation shall
be perpetual.

                           ARTICLE XI

Amendment:  These articles of incorporation, by vote of not
less than fifty per cent of the issued and outstanding capital
stock of the corporation, may be deemed amended in any respect
amendable at law at any meeting.  A copy of the proposed
amendment shall be given to the stockholders as provided in
ARTICLE VI hereof, for calling and holding meetings of the stockholders.

                           ARTICLE XII

By-laws:  The board of directors of the corporation shall
have authority to adopt such by-laws as in their judgment may be
deemed necessary or advisable for the management and transaction
of the business of the corporation provided that such by-laws are
not in conflict with these articles of incorporation or the
constitution of the State of Nevada.

IN WITNESS WHEREOF, the undersigned incorporations have
hereunto affixed their signatures at Salt Lake City, Utah this
17th day of July 1984.

/s/  Shirrell W. Hughes
Sherrill W. Hughes, Director

/s/  Catherine J. Leaututu
Catherine J. Leaututu, Director

/s/  Kristen L. Fogle
Kristen L. Fogle, Director

State of Utah         )
                      :
County of Salt Lake   )

I, Kurtis D. Hughes, a notary public, do hereby certify that
Shirrell W. Hughes, Catherine J. Leaututu, and Kristin L. Fogle,
did personally appear before me to affix their signatures to this document.

/s/  Kurtis D. Hughes
Kurtis D. Hughes, Notary Public
Commission expires:  12-17-85

                              EX-3.2
        ARTICLE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
                              TO THE
                  ARTICLES OF INCORPORATION OF
                   VENTURES DIVERSIFIED, LTD.

Pursuant to the provisions of the Nevada Business
Corporation to the undersigned Corporation hereby adopts the
following Articles of Amendment to its Articles of Incorporation:

FIRST:  The name of the Corporation is M.V.I.D. International Corporation.

SECOND:  The following amendments to the Articles of
Incorporation was duly adopted by the shareholders of the corporation.

Article I of the Articles of Incorporation is hereby Amended as follows:

The name of the Corporation is M.V.I.D. International Corporation.

THIRD:  The foregoing Amendment to the Articles of
Incorporation was adopted by the shareholders of the corporation
on the 20th day of February, 1987 in the manner prescribed by the
laws of the State of Nevada.

FOURTH:  The number of shares outstanding on said date was
32,000,000 shares and the number of shares entitled to vote was 32,000,000.

FIFTH:  The number of shares voted for said Amendment was
28,660,000 shares and the number of shares voted against such
Amendment was none.

SIXTH:  No class was entitled to vote thereon as a class.

SEVENTH:  The manner in which any exchange reclassification or
cancellation of issued and outstanding shares provided here shall
be effected as follows:

Name Change

/s/  Thomas J. Russo
Thomas J, Russo, President

/s/  Jeffrey Brown
Jeffrey Brown, Secretary

State Of New York     )
                 :ss
County Of New York    )

On the 20th day of February, 1987, personally appeared
before me the above signed persons, known to me to be the
President and Secretary of Ventures Diversified, Ltd. And upon
being duly sworn, did state the foregoing instrument was
voluntarily signed by them for the purposes stated above.

/s/  Benjamin G. Sprecher
Benjamin G. Sprecher, Notary Public

                              EX-3.3
        CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
                 M.V.I.D. International Corporation

We, the undersigned, JON H. MARPLE, President and MARY BLAKE,
Secretary, of M.V.I.D. INTERNATIONAL CORPORATION, do hereby certify:

That the Board of Directors of said corporation at a meeting duly
convened and held the 14th day of March, 1994, adopted a
resolution to amend the original articles as follows:

Article I is hereby amended to read as follows:

The name of this Corporation is Micro-Lite Television.

The number of shares of the corporation outstanding and entitled
to vote on an amendment to the Articles of Incorporation are
7,567,000; that the said change and amendment has been consented
to and approved by a majority vote of the stockholders holding at
least a majority of each class of stock outstanding and entitled
to vote thereon.

Dated:  March 28, 1994
/s/  Jon H. Marple
Jon H. Marple, President

/s/  Mary Blake
Mary Blake, Secretary

ACKNOWLEDGMENT

STATE OF CALIFORNIA       )
                          )  ss
COUNTY OF ORANGE          )

On March 28, 1994, before me, Mary K. Meyer (name and title of
officer), personally appeared JON H. MARPLE and MARY BLAKE,
personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person whose name are subscribed
to the within instrument and acknowledged to me that they
executed the same in their authorized capacity (ies), and that by
their signature(s) on the instrument the person(s), or the entity
upon behalf of which the person(s) acted, executed the instrument.

/s/  Mary K. Meyer
Mary K. Mayer, Notary Public

                                EX-3.4
         CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
                   MICRO-LITE TELEVISION, INC.

We, the undersigned, JOHN C. SPRADLEY, III, President and
JON RICHARD "JR" MARPLE, Secretary of MICRO-LITE TELEVISION,
INC., do hereby certify:

Article I of the Articles of Incorporation is hereby amended
to read as follows:

The name of this corporation is Superior Wireless Communications, Inc.

Article IV of the Articles of Incorporation is hereby
amended to read as follows:

The aggregate number of shares of all classes of
capital stock which the Corporation has authority to issue is
65,000,000 of which 50,000,000 are to be shares of common stock,
$.001 par value per share, and of which 15,000,000 are to be
shares of serial preferred stock, $.001 par value per share.  The
shares may be issued by the Corporation from time to time as
approved by the board of directors of the Corporation without the
approval of the stockholders except as otherwise provided in this
Article V or the rules of a national securities exchange if
applicable.  The consideration for the issuance of the shares
shall be paid to or received by the Corporation in full before
their issuance and shall not be less than the par value per
share.  The consideration for the issuance of the shares shall be
cash, services rendered, personal property (tangible or
intangible), real property, leases of real property or any
combination of the foregoing.  In the absence of actual fraud in
the transaction, the judgment of the board of directors as the
value of such consideration shall be conclusive.  Upon payment of
such consideration such shares shall be deemed to be fully paid
and nonassessable.  In the case of a stock dividend, the part of
the surplus of the Corporation which is transferred to stated
capital upon the issuance of shares as a stock dividend shall be
deemed to be the consideration for their issuance.

A description of the different classes and series (if
any) of the Corporation's capital stock, and a statement of the
relative powers, designations, preferences and rights of the
shares of each class and series (if any) of capital stock, and
the qualifications, limitations or restrictions thereof, are as follows:

A.  Common Stock: Except as provided in this
Certificate, the holders of the common stock shall exclusively
posses all voting power.  Subject to the provisions of this
Certificate, each older of shares of common stock shall be
entitled to one vote for each share held by such holders.

Whenever there shall have been paid, or declared and set aside
for payment, to the holders of the outstanding shares of any
class or series of stock having preference over common stock as
to the payment of dividends, the full amount of dividends and
sinking fund or retirement fund or other retirement payments, if
any, to which such holders are respectively entitled in
preference to the common stock, then dividends may be paid on the
common stock, and on any class or series of stock entitled to
participate therewith as to dividends, out of any assets legally
available for the payment of dividends, but only when and as
declared by the board of directors of the Corporation.

In the event of any liquidation, dissolution or winding up of the
Corporation, after there shall have been paid, or declared and
set aside for payment, to the holders of the outstanding shares
of any class having preference over the common stock in any such
event, the full preferential amounts to which they are
respectively entitled, the holders of the common stock and of any
class or series of stock entitled to participate therewith, in
whole or in part, as to distribution of assets shall be entitled,
after payment or provision for payment of all debts and
liabilities of the Corporation, to receive the remaining assets
of the Corporation available  for distribution, in cash or in kind.

Each share of common stock shall have the same relative powers,
preferences and rights as, and shall be identical in all respects
with, all the other shares of common stock of the Corporation.

B.  Serial Preferred Stock,  Except as provided in this
Certificate, the board of directors of the Corporation is
authorized, by resolution or resolutions from time to time
adopted, to provide for the issuance of serial preferred stock in
series and to fix and state the powers, designations, preferences
and relative, participating, optional or other special rights of
the shares of each such series, and the qualifications,
limitation or restrictions there, including, but not limited to
determination of any of the following:

the distinctive serial designation and the number of  shares
constituting such series;

(2)  the rights in respect of dividends, if any, to be paid
on the shares of such series, whether dividends shall be
cumulative and, if so, from which date or dates, the payment or
date or dates for dividends, and the participating or other
special rights, if any, with respect to dividends;

(3)  the voting powers, full or limited, if any, of the shares of
such series;

(4)  whether the shares of such series shall be redeemable
and, if so, the price or prices at which, and the terms  and
conditions upon which such shares may be redeemed;

(5)  the amount or amounts payable upon the shares of such series
in the event of voluntary or involuntary liquidation, dissolution or
winding up of the Corporation;

(6)  whether the shares of such series shall be entitled to
the benefits of sinking or retirement fund to be applied to the
purchase or redemption of such shares, and, if so entitled, the
amount of such fund and the manner of its application, including
the price or prices at which such shares may be redeemed or
purchased through the application of such funds:

(7)  whether the shares of such series shall be
convertible into, or exchangeable for, shares of any other class
or classes or any other series of the same or any other class or
classes of stock of the Corporation and, if so convertible or
exchangeable, the conversion price or prices, or the rate or
rates of exchange, and the adjustments thereof, if any, at which
such conversion or exchange may be made, and any other terms and
conditions of such conversion.

(8)  the subscription or purchase price and form of
consideration for which the shares of such series shall be
issued; and

(9)  whether the shares of such series which are
redeemed converted shall have the status of authorized but
unissued shares of serial preferred stock and whether such shares
may be reissued as shares of the same or any other series of
serial preferred stock.

Each share of each series of serial preferred stock shall
have the same relative powers, preferences and rights as, and
shall be identical in all respects with, all the other shares of
the Corporation of the same series, except the times from which
dividends on shares which may be issued from time to time of any
such series may begin to accrue.

The number of shares of the corporation outstanding and
entitled to vote on an amendment to the Articles of Incorporation
are 6,004,836; that the said change and amendment has been
consented to and approved by majority vote of the stockholders
holding at least a majority of each class of stock outstanding
and entitled to vote thereon.

Dated:  October 31, 1996

/s/  John C. Spradley, III
John C. Spradley, III, President

/s/  Jon Richard "JR" Marple
Jon Richard "JR" Marple, Secretary

ACKNOWLEDGMENT

STATE OF TEXAS             )
                           )ss.
COUNTY OF HARRIS           )

On October 31, 1996, before me, Danyel Owens, personally
appeared JOHN C. SPRADLEY, III and JON RICHARD "JR" MARPLE,
personally known to me (or proved to me on the basis of
satisfactory evidence) to be the persons whose names are
subscribed to the within instrument and acknowledged to me that
they executed the same in their authorized capacities, and that
by their signatures on the instrument the persons, or the entity
upon behalf of which the persons acted, executed the instrument.

WITNESS my hand and official seal.

/s/  Danyel Owens
Danyel Owens, Notary Public
My Commission Expires:  5-8-99

                                EX-3.5
       CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
             SUPERIOR WIRELESS COMMUNICATIONS, INC.

I the undersigned, Jon R. Marple, President and Secretary of
Superior Wireless Communications, Inc. (the "Corporation"), does
hereby certify:

That the name of the Corporation is "Superior Wireless
Communications, Inc."

That the Board of Directors of the Corporation by Unanimous
written Consent duly executed on  the 12th day of July, 1999,
adopted resolutions to amend the Articles of Incorporation as
follows:

RESOLVED, that it is advisable in the judgment of the Board
of  Directors of  the Corporation that  the name of the
Corporation be changed and that, in order to accomplish the same,
Article I of the Articles of Incorporation be amended and
restated in its entirety to read as follows:

"The name of the corporation is JustWebit.com, Inc."

RESOLVED, that it is advisable in the judgment of the Board
of Directors of the Corporation that the Corporation effect a 1
for 20 reverse stock split of the Corporation's Common Stock, and
that, in order to accomplish the same, Article IV of the Articles
of Incorporation be amended and restated in its entirety as follows:

"The aggregate number of shares of all classes of capital
stock which the Corporation has authority to issue is 65,000,000
of which 50,000,000 are to be shares of common stock, $0.001 par
value per share, and of which 15,000,000 are to be shares of
serial preferred stock, $0.001 par value per share.  The shares
may be issued by the Corporation from time to time as approved by
the board of directors of t Corporation without the approval of
the stockholders except as otherwise provided in this Article IV
or the rules of a national securities exchange if applicable.
The consideration for the issuance of the shares shall be paid to
or received by the Corporation in full before their issuance and
shall not be less than the par value per share.   The
consideration for the issuance of the shares shall be cash,
services rendered, personal property (tangible or intangible),
real property, leases of real property or any combination of the
foregoing.  In the absence of actual fraud in the transaction,
the judgment of the board of directors as to the value of such
consideration shall be conclusive.  Upon payment of such
consideration such shares shall be deemed to be fully paid and
nonassessable.  In the case of a stock dividend, the part of the
surplus of the Corporation which is transferred to stated capital
upon the issuance of shares as a stock dividend shall be deemed
to be the consideration for their issuance.

A description of the different classes and series (if any)
of the Corporation's capital stock, and a statement of the
relative powers, designations, preferences and rights of the
shares of each class and series of capital stock, and the
qualifications, limitations or restrictions thereof, are as follows:

A.  COMMON STOCK.  Except as provided in this Certificate,
the holders of the common stock shall exclusively possess all
voting power.  Subject to the provisions of this Certificate,
each holder of shares of common stock shall be entitled to one
vote for each shares held by such holders.

Whenever there shall have been paid, or declared and set
aside for payment, to the holders of the outstanding shares of
any class or series of  stock having preference over the common
stock as to the payment of dividends, the full amount of
dividends and sinking fund or retirement fund or other retirement
payments, if any, to which such holders are respectively entitled
in preference to the common stock, and on any class or series of
stock entitled to participate therewith as to dividends, out of
any assets legally available for the payment of dividends, but
only when and as declared by the board of directors of the Corporation.

In the event of any liquidation, dissolution or winding up
of the Corporation, after there shall have been paid, or declared
and set aside for payment to the holders of the outstanding
shares of any class having preference over the commons stock in
any such event, the full preferential amounts to which they are
respectively entitled the holders of the common stock and of any
class or series of stock entitled to participate therewith, in
whole or in part, as to distribution of assets shall be entitled,
after payment or provision for payment of all debts and
liabilities of the Corporation, to receive the remaining assets
of the Corporation available for distribution, in cash or in kind.

Each share of common stock shall have the same relative
powers, preferences and rights as, and shall be identical in all
respects with, all the other shares of common stock of the Corporation.

B.  SERIAL PREFERRED STOCK.  Except as provided in this
Certificate, the board of directors of the Corporation is
authorized, by resolution or resolutions from time to time
adopted, to provide for the issuance of serial preferred stock in
series and to fix and state the powers, designations, preferences
and relative, participating, optional or other special rights of
the shares of each such series, and the qualifications,
limitation or restrictions thereof, including, but not limited
to, determination of any of the following:

(1)  the distinctive serial designation and the number of
shares constituting such series;

(2)  the rights in respect of dividends, if any to be paid
on the shares of such series, whether dividends shall be
cumulative and, if so, from which date or dates, the payment or
date or dates for dividends, and the participating or other
special rights, if any with respect to dividends:

(3)  the voting powers, full or limited, if any, of the shares of such series;

(4)  whether the shares of such series shall be redeemable
and, if so, the price or prices of which, and the terms and
conditions upon which such shares may be redeemed;

(5)  the amount or amounts payable upon the shares of such
series in the event of voluntary or involuntary liquidation,
dissolution or winding up of the Corporation;

(6)  whether the shares of such series shall be entitled to
the benefits of a sinking or retirement fund to be applied to the
purchase or redemption of such shares, and, if so entitled, the
amount of such fund and the manner of its application, including
the price or prices at which such shares may be redeemed or
purchased through the application such funds.

(7)  whether the shares of such series shall be convertible into,
or exchangeable for, shares of any other class or any other
series of the same or any other class or classes of stock of the
Corporation and, if so convertible or exchangeable, the
conversion price or prices, or the rate or rates of exchange, and
the adjustments thereof, if any at which such conversion or
exchange may be made, and any other terms and conditions such
conversion or exchange;

(8)  the subscription or purchase price and form of
consideration for which the shares of such series shall be
issued; and

(9)  whether the shares of such series which are redeemed or
converted shall have the status of authorized but unissued shares
of serial preferred stock and whether such shares may be reissued
as shares of the same or any other series of serial preferred stock.

Each share of each such series of serial preferred stock
shall have the same relative powers, preferences and rights as,
and shall be identical in all respects with, all the other shares
of the Corporation of the same series, except the times from
which dividends on shares which may be issued from time to time
of any such series may begin to accrue.

Upon the date of filing of this amendment to the Articles of
Incorporation, every twenty (20) shares of Common Stock issued
and outstanding are hereby converted, combined and reconstituted
into one share of Common Stock.  No fractional shares shall be
issued upon such conversion of the Common Stock.  In lieu of any
fractional shares, each holder of Common Stock who would
otherwise have been entitled to receive a fraction of a share of
Common Stock upon surrender of Common Stock certificates for
exchange pursuant to this Article IV shall be entitled to receive
a stock certificate representing the next highest whole number of
shares.  Any and all other outstanding shares or securities that
are convertible into Common Stock shall be subject to appropriate
and corresponding adjustments at the time of conversion.

RESOLVED, that in lieu of a special meeting of stockholders,
the Corporation will conduct a Consent Vote for the approval of
the above-described name change and reverse stock split pursuant
to the foregoing amendments to Article I and Article IV of the
Articles of Incorporation; and further

RESOLVED, that, in the event that the said stockholders
shall adopt the aforesaid proposed amendments by a written
consent in favor thereof signed by holders of at least a majority
of the voting power without a meeting, the Corporation is hereby
authorized to make by the hands of its President or a Vice
President and by its Secretary or an Assistant Secretary a
certificate setting forth the said amendments and to cause the
same to be filed pursuant to the provisions of Nevada Revised
Statutes, Title 7, Chapter 78.

3.  That the total number of shares of the corporation
outstanding and entitled to vote on the foregoing Amendment(s) to
the Articles of Incorporation is 36,474,581.

4.  That the above-described changes and Amendments(s) have
been consented to and approved by holders of at least a majority
of shares of each class of stock outstanding and entitled to vote
thereon, action by written consent in accordance with the
provisions of Nevada Revised Statutes, Title 7, Section 78.320.

Signed on 8/17, 1999.
/s/  Jon R. Marple
Jon R. Marple, President and Secretary

STATE OF WASHINGTON         )
                            )ss.
COUNTY OF SNOHOMISH         )

On August 17, 1999, personally appeared before me, a Notary
Public for the State and County aforesaid, Jon R. Marple, as
President and Secretary of Superior Wireless Communications,
Inc., who acknowledged that he executed the above instrument.

/s/  Jody C. Serl
Jody C. Serl, Notary Public
My Commission Expires:  1/29/2001

                               EX-3.6
                               BYLAWS
                                 OF
                         JUSTWEBIT.COM, INC.

Article I:  Offices

The principal office of JustWebIt.com, Inc. ("Corporation")
in the State of Utah shall be located in Orem.  The Corporation
may have such other offices, either within or without the State
of Nevada, as the Board of Directors my designate or as the
business of the Corporation my require from time to time.

Article II:  Shareholders

Section 1.  Annual Meeting.  The annual meeting of the
shareholders shall be held on such date during the calendar year
as may be designated by the Board of Directors.  If the day fixed
for the annual meeting shall be a legal holiday in the Sate of
Nevada, such meeting shall be held on the next succeeding
business day.  If the election of Directors shall be held on the
day designated herein for any annual meeting of the shareholders
or at any adjournment thereof, the Board of Directors shall cause
the election to be held at a special meeting of the shareholders
as soon thereafter as conveniently may be.

Section 2.  Special Meetings.  Special meetings of the
shareholders, for any purpose or purposes, unless otherwise
prescribed by statute, may be called by the President or by the
Board of Directors, and shall be called by the President at the
request of the holders of not less than ten percent (10%) of all
the outstanding shares of the Corporation entitled to vote at the meeting.

Section 3.  Place of Meeting.  The Board of Directors my
designate any place, either within our without the State of
Nevada, unless otherwise prescribed by statute, as the place of
meeting for any annual meeting or for any special meeting.  A
waiver of notice signed by all shareholders entitled to vote at a
meeting may designate any place, either within our without the
State of Nevada, unless otherwise prescribed by statute, as the
place for the holding of such meeting.  If no designation is
made, the place of meeting shall be the principal office of the
Corporation.

Section 4.  Notice of Meeting.  Written notice stating the place,
day and hour of the meeting and, in case of a special meeting,
the purpose or purposes for which the meeting is called, shall
unless otherwise prescribed by statute, be delivered not less
than ten (10) nor more than sixty (60) days before the date of
the meeting, to each shareholder of record entitled to vote at
such meeting.  If mailed, such notice shall be deemed to be
delivered when deposited in the United States Mail, addressed to
the shareholder at his address as it appears on the stock
transfer books of the Corporation, with postage thereon prepaid.

Section 5.  Closing of Transfer Books or Fixing of Record.  For
the purpose of determining shareholders entitled to notice of or
to vote at any meeting of shareholders or any adjournment
thereof, or shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders for
any other proper purpose, the Board of Directors of the
Corporation may provide that the stock transfer books shall be
closed for a stated period, but not to exceed in any case fifty
(50) days.  If the stock transfer books shall be closed for the
purpose of determining shareholders entitled to notice of or to
vote at a meeting of shareholders, such books shall be closed for
at least fifteen (15) days immediately preceding such meeting.
In lieu of closing the stock transfer books, the Board of
Directors may fix in advance a date as the record date for any
such determination of shareholders, such date in any case to be
not more than thirty (30) days and, in case of a meeting of
shareholders, not less than ten (10) days, prior to the date on
which the particular action requiring such determination of
shareholders is to be taken.  If the stock transfer books are not
closed and no record date is fixed for the determination of
shareholders entitled to notice of or to vote at a meeting of
shareholders, or shareholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or
the date on which the resolution of the Board of Directors
declaring such dividend is adopted, as the case may be, shall be
the record date for such determination  of shareholders.  When a
determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof.

Section 6.  Voting Lists.  The officer or agent having charge of
the stock transfer books for shares of the Corporation shall make
a complete list of shareholders entitled to vote at each meeting
of shareholders or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares
held by each.   Such lists shall be produced and kept open at the
time and place of the meeting and shall be subject to the
inspection of any shareholder during the whole time of the
meeting for the purposes thereof.

Section 7.  Quorum.  A majority of the outstanding shares of the
Corporation entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of shareholders.  If less
than a majority of the outstanding shares are represented at a
meeting, a majority of the shares so represented may adjourn the
meeting from time to time without further notice.  At such
adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been
transacted at the meeting as originally noticed.  The
shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum.

Section 8.  Proxies.  At all meetings of shareholders, a
shareholder may vote in person or by proxy executed in writing by
the shareholder or by his or duly authorized attorney-in-fact.
Such proxy shall be filed with the secretary of the Corporation
before or at the time of the meeting.  A meeting of the Board of
Directors my be had by means of telephone conference or similar
communications equipment by which all persons participating in
the meeting can hear each other, and participation in a meeting
under such circumstances shall constitute presence at the meeting.

Section 10.  Voting of Shares by Certain Holders.  Shares
standing in the name of another Corporation may be voted by such
officer, agent or proxy as the Bylaws of such Corporation may
prescribe or, in the absence of such provision, as the Board of
Directors of such Corporation may determine.

Shares held by an administrator, executor, guardian or
conservator my be voted by him either in person or by proxy,
without a transfer of such shares into his name.  Shares standing
in the name of a trustee may be voted by him, either in person or
by proxy, but no trustee shall be entitled to vote shares held by
him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver
may be voted by such receiver without the transfer thereof into
his name, if authority to do so be contained in an appropriate
order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote
such shares until the shares have been transferred into the name
of the pledgee, and thereafter the pledgee shall be entitled to
vote the shares so transferred.

Shares of its own stock belonging to the Corporation shall not be
voted  directly or indirectly, at any meeting, and shall not be
counted in determining the total number of outstanding shares at
any given time.

Section 11.  Informal Action by Shareholders.  Unless otherwise
provided by law, any action required to be taken at a meeting of
the shareholders, or any other action which may be taken at a
meeting of the shareholders, may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be
signed by all of the shareholders entitled to vote with respect
to the subject matter thereof.

Article III:  Board of Directors

Section 1.  General Powers.  The business and affairs of the
Corporation shall be managed by its Board of Directors.

Section 2.  Number, Tenure and Qualifications.  The number of
Directors of the Corporation shall be fixed by the Board of
Directors, but in no event shall be less than one (1).  Each
Director shall hold office until the next annual meeting of
shareholder and until his successor shall have been elected and
qualified.

Section 3.  Regular Meetings.  A regular meeting of the Board of
Directors shall be held without other notice than this Bylaw
immediately after, and at the same place as, the annual meeting
of shareholders.  The Board of Directors may provide, by
resolution, the time and place for the holding of additional
regular meetings without notice other than such resolution.

Section 4.  Special Meetings.  Special meetings of the Board of
Directors may be called by or at the request of the President or
any two Directors.  The person or persons authorized to call
special meetings of the Board of Directors may fix the place for
holding any special meeting of the Board of Directors called by them.

Section 5.  Notice.  Notice of any special meeting shall be given
at least one (1) day previous thereto by written notice delivered
personally or mailed to each Director at his business address, or
by telegram.  If mailed, such notice shall be deemed to be
delivered when deposited in the United Sates mail so addressed,
with postage thereon prepaid.  If notice be given by telegram,
such notice shall be deemed to be delivered when the telegram is
delivered to the telegraph company.  Any Directors may waive
notice of any meeting.  The attendance of a Director at a meeting
shall constitute a waiver of notice of such meeting, except where
a Director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not
lawfully called or convened.

Section 6.  Quorum.  A majority of the number of Directors fixed
by Section 2 of the Article III shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors,
but if less than such majority is present at a meeting, a
majority of the Directors present may adjourn the meeting from
time to time without further notice.

Section 7.  Manner of Acting.  The act of the majority of the
Directors present at a meeting at which a quorum is present shall
be the act of the Board of Directors.

Section 8.  Action Without a Meeting.  Any action that may be
taken by the Board of Directors at a meeting may be taken without
a meeting if a consent in writing, setting forth the action so to
be taken, shall be signed before such action by all of the
Directors.

Section 9.  Vacancies.  Any vacancy occurring in the Board of
Directors may be filled by the affirmative vote of a majority of
the remaining Directors though less than a quorum of the Board of
Directors, unless otherwise provided by law.  A Director elected
to fill a vacancy shall be elected for the unexpired term of his
predecessor in office.  Any Directorship to be filled by reason
of an increase in the number of Directors may be filled by
election by the Board of Directors for a term of office
continuing only until the next election of Directors by the
shareholders.

Section 10.  Compensation.  By resolution of the Board of
Directors, each Director may be paid his expenses, if any, of
attendance at each meeting of the Board of Directors, and may be
paid a stated salary as a Director or a fixed sum for attendance
at each meeting of the Board of Directors or both.  No such
payment shall preclude any Director from serving the Corporation
in any other capacity and receiving compensation thereof.

Section 11.  Presumption of Assent.  A Director of the
Corporation who is present at a meeting of the Board of Directors
at which action on any corporate matter is taken shall be
presumed to have assented to the action taken unless his dissent
shall be entered in the minutes of the meeting or unless he shall
file his written dissent to such action with the person acting as
the Secretary of the meeting before the adjournment thereof, or
shall forward such dissent by registered mail to the Secretary of
the Corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a Director who voted in
favor of such action.

Article IV:  Officers

Section 1.  Number.  The officers of the Corporation shall be a
President, one or more Vice Presidents, a Secretary and a
Treasurer, each of whom shall be elected by the Board of
Directors.  Such other officers and assistant officers as may be
deemed necessary may be elected or appointed by the Board of
Directors, including a Chairman of the Board.  In its discretion,
the Board of Directors may leave unfilled for any such period as
it may determine any office except those of President and
Secretary.  Any two or more offices may be held by the same
person.  Officers may be Directors or shareholders of the
Corporation.

Section 2.  Election and Term of Office.  The officers of the
Corporation to be elected by the Board of Directors shall be
elected annually by the Board of Directors at the first meeting
of the Board of Directors held after each annual meeting of the
shareholders.  If the election of officers shall not be held at
such meeting, such election shall be held as soon thereafter as
conveniently may be.  Each officer shall hold office until his
successor shall have been duly elected and shall have qualified,
or until his death, or until he shall resign or shall have been
removed in the manner hereinafter provided.

Section 3.  Removal.  Any officer or agent may be removed by the
Board of Directors whenever, in its judgment, the best interests
of the Corporation will be served thereby, but such removal shall
be without prejudice to the contract rights, if any, of the
person so removed.  Election or appointment of an officer or
agent shall not of itself create contract rights, and such
appointment shall be terminable at will.

Section 4.  Vacancies.  A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be
filled by the Board of Directors for the unexpired portion of the
term.

Section 5.   President.  The President shall be the principal
executive officer of the Corporation and, subject to the control
of the Board of Directors, shall in general supervise and control
all of the business and affairs of the Corporation.  He shall,
when present, preside at all meetings of the shareholders and of
the Board of Directors, unless there is a Chairman of the Board,
in which case the Chairman shall preside.  He may sign, with the
Secretary or any other proper officer of the Corporation
thereunto authorized by the Board of Directors, certificates for
shares of the Corporation, any deed, mortgages, bonds, contract,
or other instruments which the Board of Directors has authorized
to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or
by there Bylaws to some other officer or agent of the
Corporation, or shall be required by law to be otherwise signed
or executed; and in general shall perform all duties incident to
the office of President and such other duties as may be
prescribed by the Board of Directors from time to time.

Section 6.  Vice President.  In the absence of the President or
in the event of his death, inability or refusal to act, the Vice
President shall perform the duties of the President, and when so
acting, shall have all the powers of and be subject to all the
restrictions upon the President.  The Vice President shall
perform such other duties as from time to time may be assigned to
him by the President or by the Board of Directors,  If there is
more than one Vice President, each Vice President shall succeed
to the duties of the President in order of rank as determined by
the Board of Directors.  If no such rank has been determined,
then each Vice President shall succeed to the duties of the
President in order of date of election, the earliest date having
the first rank.

Section 7.  Secretary.  The Secretary shall:  (a)  keep the
minutes of the Board of Directors in one or more minute books
provided for the purpose; (b)  see that all notices are duly
given in accordance with the  provisions of the Bylaws or as
required by law; (c)  be custodian of the corporate records and
of the seal of the Corporation and see that the seal of the
Corporation is affixed to all documents, the execution of which
on behalf of the Corporation under its seal is duly authorized;
(d)  keep a register of the post office address of each
shareholder which shall be furnished to the Secretary by such
shareholder; (e)  sign with the President certificates for share
of the Corporation, the issuance of which shall have been
authorized by resolution of the Board of Directors; (f) have
general charge of the stock transfer books of the Corporation,
and (g) in general perform all duties incident to the office of
the Secretary and such other duties as from time to time may be
assigned to him by the President or by the Board of Directors.

Section 8.  Treasurer.  The Treasurer shall:  (a)  have charge
and custody of and be responsible for all funds and securities of
the Corporation; (b)  receive and give receipts for moneys due
and payable to the Corporation in such banks, trust companies or
other depositories as shall be selected in accordance with the
provisions of Article VI of these Bylaws; and (c)  in general
perform all of the duties incident to the office of Treasurer and
such other duties as from time to time may be assigned to him by
the President or by the Board of Directors.  If required by the
Board of Directors, the Treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such
sureties as the Board of Directors shall determine.

Section 9.  Salaries.  The salaries of the officers shall be
fixed from time to time by the Board of Directors, and no officer
shall be prevented from receiving such salary by reason of the
fact that he is also a Director of the Corporation.

Article V:  Indemnity

Section 1.  Definitions.  For purposes of this Article,
"Indemnitee" shall mean each Director or Officer who was or is a
party to, or is threatened to be made a party to, or is otherwise
involved in, any Proceeding (as hereinafter defined), by reason
of the fact that he or she is or was a Director or Officer of
this Corporation or is or was serving in any capacity at the
request of this Corporation as a Director, Officer, employee,
agent, partner, or fiduciary of, or in any other capacity for,
another corporation, partnership, joint venture, trust, or other
enterprise. The term "Proceeding" shall mean any threatened,
pending or completed action or suit (including, without
limitation, an action, suit or proceeding by or in the right of
this Corporation), whether civil, criminal, administrative or
investigative.

Section 2.  Indemnification.  Each Indemnitee shall be
indemnified and held harmless by this Corporation for all actions
taken by him or her, and for all omissions (regardless of the
date of any such action or omission), to the fullest extent
permitted by Nevada law, against all expense, liability and loss
(including, without limitation, attorney fees, judgments, fines,
taxes, penalties, and amounts paid or to be paid in settlement)
reasonably incurred or suffered by the Indemnitee in connection
with any Proceeding.  Indemnification pursuant to this Section
shall continue as to an Indemnitee who has ceased to be a
Director or Officer and shall inure to the benefit of his or her
heirs, executors and administrators.  This Corporation may, by
action of its Board of Directors, and to the extent provided in
such action, indemnify employees and other persons as though they
were Indemnitees.  The rights to indemnification as provided in
this Article shall be non-exclusive of any other rights that any
person may have or hereafter acquire under an statute, provision
of this Corporation's Articles of Incorporation or Bylaws,
agreement, vote of stockholders or Directors, or otherwise.
Section 3.  Financial Arrangements.  This Corporation may
purchase and maintain insurance or make other financial
arrangements on behalf of any person who is or was a Director,
Officer, employee or agent of this Corporation, or is or was
serving at the request of this Corporation in such capacity for
another corporation, partnership, joint venture, trust or other
enterprise for any liability asserted against him or her and
liability and expenses incurred by him or her in such capacity,
whether or not this Corporation has the authority to indemnify
him or her against such liability and expenses.

The other financial arrangements which may be made by this
Corporation may include, but are not limited to, (a) creating a
trust fund; (b) establishing a program of self-insurance; (c)
securing its obligation of indemnification by granting a security
interest or other lien on any of this Corporation's assets, and
(d) establishing a letter of credit, guarantee or surety. No
financial arrangement made pursuant to this section may provide
protection for a person adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be
liable for intentional misconduct, fraud, or a knowing violation
of law, except with respect to advancing expenses or
indemnification ordered by a court.  Any insurance or other
financial arrangement made on behalf of a person pursuant to this
section may be provided by this Corporation or any other person
approved by the Board of Directors, even if all or part of the
other person's stock or other securities is owned by this
Corporation. In the absence of fraud:

(a)  the decision of the Board of Directors as to the propriety
of the terms and conditions of any insurance or other financial
arrangement made pursuant to this section, and the choice of the
person to provide the insurance or other financial arrangement is
conclusive; and

(b)  the insurance or other financial arrangement is not void or
voidable; does not subject any Director approving it to personal
liability for his action; and even if a Director approving the
insurance or other financial arrangement is a beneficiary of the
insurance or other financial arrangement.

Section 4.  Contract of Indemnification.  The provisions of this
Article relating to indemnification shall constitute a contract
between this Corporation and each of its Directors and Officers,
which may be modified as to any Director or Officer only with
that person's consent or as specifically provided in this
section. Notwithstanding any other provision of the Bylaws
relating to their amendment generally, any repeal or amendment of
this Article which is adverse to any Director or Officer shall
apply to such Director or Officer only on a prospective basis and
shall not limit the rights of an Indemnitee to indemnification
with respect to any action or failure to act occurring prior to
the time of such repeal or amendment. Notwithstanding any other
provision of these Bylaws, no repeal or amendment of these Bylaws
shall affect any or all of this Article so as to limit or reduce
the indemnification in any manner unless adopted by (a) the
unanimous vote of the Directors of this Corporation then serving,
or (b) the stockholders as set forth in Article XII hereof;
provided that no such amendment shall have retroactive effect
inconsistent with the preceding sentence.

Section 5.  Nevada Law.  References in this Article to Nevada law
or to any provision thereof shall be to such law as it existed on
the date these Bylaws were adopted or as such law thereafter may
be changed; provided that (a) in the case of any change which
expands the liability of an Indemnitee or limits the
indemnification rights or the rights to advancement of expenses
which this Corporation may provide, the rights to limited
liability, to indemnification and to the advancement of expenses
provided in this Corporation's Articles of Incorporation, these
Bylaws, or both shall continue as theretofore to the extent
permitted by law; and (b) if such change permits this
Corporation, without the requirement of any further action by
stockholders or Directors, to limit further the liability of
Indemnitees or to provide broader indemnification rights or
rights to the advancement of expenses than this Corporation was
permitted to provide prior to such change, liability thereupon
shall be so limited and the rights to indemnification and
advancement of expenses shall be so broadened to the extent
permitted by law.

Article VI:  Contracts, Loans, Checks, and Deposits

Section 1.  Contracts.  The Board of Directors may authorize any
office or officers, agent or agents, to enter into any contract
or execute and deliver any instrument in the name of and on
behalf of the Corporation, and such authority may be general or
confined to specific instances.

Section 2.  Loans.  No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in
its name unless authorized by a resolution of the Board of
Directors.  Such authority may be general or confined to specific
instances.

Section 3.  Checks, Drafts, etc.  All checks, drafts or other
orders for the payment of money, notes or other evidences of
indebtedness issued in the name of the Corporation, shall be
signed by such officer or officers, agent or agents of the
Corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.

Section 4.  Deposits.  All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of
the Corporation in such banks, trust companies or other
depositories as the Board of Directors may select.

Article VII: Certificates for Shares and Their Transfer

Section 1.  Certificates for Shares.  Certificates representing
shares of the Corporation shall be in such form as shall be
determined by the Board of Directors.  Such certificates shall be
signed by the President and by the Secretary or by such other
officers authorized by law and by the Board of Directors so to
do, and sealed with the corporate seal.  All certificates for
shares shall be consecutively numbered or otherwise identified.
The name and address of the person to whom the shares represented
thereby are issued, with the number of shares and date of issue,
shall be entered on the stock transfer books of the Corporation.
All certificates surrendered to the Corporation for transfer
shall be cancelled and no new certificate shall be issued until
the former certificate for a like number of shares shall have
been surrendered and cancelled, expect that in case of a lost,
destroyed or mutilated certificate a new one may be issued
therefore upon such terms and indemnity to the Corporation as the
Board of Directors may prescribe.

Section 2.  Transfer of Shares.  Transfer of shares of the
Corporation shall be made only on the stock transfer books of the
Corporation by the holder of record thereof or by his legal
representative, who shall furnish proper evidence of authority to
transfer, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the
Corporation, and on surrender for cancellation of the certificate
for such shares.  The person in whose name shares stand on the
books of the Corporation shall be deemed by the Corporation to be
the owner thereof for all purposes; provided, however, that upon
any action undertaken by the shareholder to elect S Corporation
status pursuant to Section 1362 of the Internal Revenue Code and
upon any shareholders agreement thereto restricting the transfer
of said shares so as to disqualify said S Corporation status,
said restriction on transfer shall be made a part of the Bylaws
so long as said agreements is in force and effect.

Article VIII:  Fiscal Year

The fiscal year of the Corporation shall begin on the 1st day of
January and end on the 31st day of December of each year.

Article IX:  Dividends

The Board of Directors may from time to time declare, and the
Corporation may pay, dividends on its outstanding shares in the
manner and upon the terms and condition provided by law and its
Articles of Incorporation.

Article X:  Corporate Seal

The Board of Directors shall provide a corporate seal which shall
be circular in form and shall have inscribed thereon the name of
the Corporation and the state of incorporation and the words
"Corporate Seal."

Article XI:  Waiver of Notice

Unless otherwise provided by law, whenever any notice is required
to be given to any shareholder or Director of the Corporation
under the provision of the Articles of Incorporation or under the
provisions of the applicable Business Corporation Act, a waiver
thereof in writing, signed by the person or persons entitled to
such notice, whether before or after the time stated therein,
shall be deemed equivalent to the giving of such notice.

Article XII:  Amendments

These Bylaws may be altered, amended or repealed and new Bylaws
may be adopted by the Board of Directors at any regular or
special meeting of the Board of Directors, or by the shareholder
as any regular or special meeting of the shareholders.

The above Bylaws are certified to have been adopted by the Board
of Directors of the Corporation on the 1st day of March, 2001.


/s/  Gary Borglund
Gary Borglund, Director


/s/  Gary Fox
Gary Fox, Director


/s/  Richard Overdorff
Richard Overdroff, Director

                               EX-21
                 SUBSIDIARIES OF THE REGISTRANT


Media Rage of Utah, Inc., a Utah corporation.