SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB
(Mark One)

[X]  Annual  Report  pursuant  to  Section  13 or  15(d) of the  Securities  and
     Exchange  Act of 1934

                  For the fiscal year ended: December 31, 1998

                                       or

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

        For the transition period from:               to
                                         ------------    --------------

Commission file number:  33-5902-NY

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

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

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

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

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

         Title of each class           Name of each exchange on which registered
                 None

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

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

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

         The aggregate  market value of voting stock held by  non-affiliates  of
the  registrant on August 24, 1999 was $451,067  based on an average bid and ask
price of $0.28125.

         The number of shares  outstanding of the  registrant's  Common Stock on
August 24, 1999 was 2,952,229.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None


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                                                       INDEX

                                                                           Page
                                                                          Number

                                     PART I.

Item 1.   Business.                                                          3

Item 2.   Properties.                                                       11

Item 3.   Legal Proceedings.                                                11

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

                                    PART II.

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

Item 6.   Selected Financial Data.                                          13

Item 7.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations.                              13

Item 8.   Financial Statements and Supplementary Data.                      15

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

                                    PART III.

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

Item 11.  Executive Compensation.                                           16

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

Item 13.  Certain Relationships and Related Transactions.                   16

                                    PART IV.

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K. 17



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                                     PART I.

         Our Annual Report on form 10-KSB  ("10-KSB")  contains  forward-looking
statements made within the meaning of Section 27A of the Securities Act of 1933,
as amended (the "Act") and Section 21E of the  Securities  Exchange Act of 1934,
as amended (the  "Exchange  Act").  Such  statements are not based on historical
facts and are based on current  expectations,  including,  but not  limited  to,
statements  regarding  the  Company's  plans  for  future  development  and  the
operation of its business.  Words such as "anticipates,"  "expects,"  "intends,"
"plans," "believes," "seeks," "estimates," and similar expressions identify such
forward-looking  statements.  These  statements  are not  guarantees  of  future
performance and are subject to certain risks and uncertainties  that could cause
actual results to differ  materially from those  expressed or forecasted.  Among
the  factors  that  could  cause  actual  results to differ  materially  are the
following:  a lack  of  sufficient  capital  to  finance  our  business  plan on
commercially  acceptable terms;  changes in labor,  equipment and capital costs;
our  inability  to attract  strategic  partners;  general  business and economic
conditions;  and the  other  risk  factors  described  from  time to time in our
reports filed with the Securities and Exchange  Commission  ("SEC").  You should
not rely on these forward-looking statements,  which reflect only our opinion as
of the  date  of  this  10-KSB.  We do  not  assume  any  obligation  to  revise
forward-looking  statements.  You should also carefully  review the risk factors
set  forth in other  reports  or  documents  we file  from time to time with the
Securities and Exchange  Commission,  particularly the quarterly reports on Form
10-QSB and any current reports on Form 8-K.

ITEM 1. BUSINESS

The Company

         Superior Wireless Communications,  Inc. (hereinafter referred to as the
"Company"  or  "Superior")  had been  engaged in the  business  of  accumulating
wireless cable  licenses.  This business  included the  accumulation  of certain
Multipoint Distribution Service (hereinafter referred to as "MDS"), Multichannel
Multipoint   Distribution   Service   (hereinafter   referred   to  as  "MMDS"),
Instructional  Television Fixed Service (hereinafter  referred to as "ITFS") and
Low-Power  Television  Station  (hereinafter   referred  to  as  "LPTV")  rights
(collectively MDS, MMDS, ITFS and LPTV are sometimes  hereinafter referred to as
"Wireless Cable Rights" or "Wireless Cable Channels").  The Company had obtained
these rights through purchases, leases and lease-purchase agreements.

         As of  December  31,  1998,  the  Company  was  seeking to finance  the
entrance into the Internet  industry.  All plans to continue with wireless cable
development  plans have been  abandoned.  It is the  management's  position that
under the current industry environment, wireless cable does not have the ability
to attract capital.  The Company explored  alternate uses for the Wireless Cable
Rights,  but the small to  mid-sized  nature of the  Company's  markets  did not
appear to support such uses.

Subsequent Events

         As of  March  31,  1999,  the  Company  sold  substantially  all of its
Wireless  Cable  Rights to assist it in paying off certain debt and enabling the
Company to pursue alternative ventures in the Internet industry.

         On August 1, 1999,  in  accordance  with the terms and  provisions of a
certain Purchase  Agreement dated as of June 1, 1999, by and between the Company
and Media Rage of Utah, Inc., a Utah corporation ("Media Rage"), 325,000 shares*
of the Company's Common Stock, $.001 par value per share ("Common Stock"),  were
issued to former  shareholders  of Media Rage in  consideration  of their  sale,
assignment  and  transfer  to the  Company of all of the  outstanding  shares of
capital stock of Media Rage.  The Company also agreed to issue 50,000 shares* of
its  Common  Stock  to a third  party  for  services  in  connection  with  such
transaction. As a result of this acquisition and the issuance of 375,000 shares*
of the Company's  Common  Stock,  the Company had issued and  outstanding  total
number of 2,952,229 shares of Common Stock as of August 16, 1999.

     *    Reflects  the  effects  of a  reverse  1 for  20  stock  split  of the
          Company's Common Stock. See "Business -- Background."


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

         The  Company  will  pursue  additional  acquisition   opportunities  to
facilitate  the expansion of its Internet  business.  The Company  currently has
made no  commitments  or agreements  with respect to any such other  acquisition
transaction.  There is no  guarantee  that the Company  will be able to identify
another  suitable  acquisition  target or consummate any such acquisition in the
future.

Background

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

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

         On October  25,  1996,  the name of the Company was changed to Superior
Wireless  Communications,  Inc. and each of the 6,004,836  shares of then issued
and  outstanding  common  stock of the Company were  exchanged  for one share of
Class A Convertible  Cumulative  Preferred  Stock,  par value of $.001 per share
(the "Class A Preferred Stock").  Pursuant to the terms of the Class A Preferred
Stock,  each share of Class A Preferred Stock outstanding as of October 16, 1998
(the "Automatic Conversion Date"), was automatically  converted into five shares
of the Company's Common Stock on the Automatic  Conversion  Date.  Holders of an
additional  3,767,501  shares of Class A Preferred  Stock that were issued after
the Automatic  Conversion Date agreed to convert their shares into shares of the
Company's Common Stock at the same conversion rate.

         Effective  August 16, 1999, the Company  effectuated a reverse 1 for 20
stock split of the Common Stock. In connection with the reverse stock split, all
previously  outstanding  shares of Class A Preferred  Stock were  converted into
shares of Common Stock.  With the issuance of 375,000  shares of Common Stock in
connection with the Media Rage acquisition, the Company had a total of 2,952,999
shares of Common Stock outstanding and no shares of Preferred Stock outstanding,
following the reverse stock split as of August 16, 1999.

Industry Overview

         General.

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

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

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

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

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

         The Company  believes  that through the  acquisition  of Media Rage and
other potential  acquisition targets, it can exploit the growth of the Internet,
and specifically that of commerce  conducted  online.  The Company currently has
made no  commitments  or agreements  with respect to any such other  acquisition
transaction.  There is no  guarantee  that the Company  will be able to identify
another  suitable  acquisition  target or consummate any such acquisition in the
future.

         The Internet and Internet Access.

         The growth of the Internet is well documented.

         o        Growth in the Internet is about 10% per month.

         o        Every two seconds the Internet has a new subscriber.

         o        Use of  the  Internet  file  search  and  retrieving  tool  is
                  currently growing at 1,000 percent annually.

         o        There are more than 10 million host computer systems connected
                  to the Internet.

         o        Transactional  commerce  on the  Internet is  estimated  at $8
                  billion today, and by the year 2002 will be at $300 billion.

         o        User  population  of the  Internet  is  approaching  over 1000
                  million people.

         Business Integration in a World of Wireless E-commerce.

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

         The World Wide Web.

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

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

         o        Commercial, Shareware, Freeware software

         o        Business, marketing, commerce


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         o        Finance, stock market, corporate information

         o        K-12 education

         o        Online books

         o        Online magazines

         o        Government sites and information

         o        Legal information

         o        Health and medical information

         o        Daily and categorized news

         o        Travel/booking/ticketing information and purchase

         o        Reference books

         o        Scientific sites covering archeology through zoology

         o        History

         o        Museums and libraries

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

Business Opportunity

         The Company  will  initially  market its products and services to small
and home-based businesses.  The Company believes that there is increasing demand
for low-cost,  E-commerce  solutions among small businesses with limited capital
resources that seek to capitalize on E-commerce opportunities.

         It is the Company's  belief that small businesses are the last business
sector to tap into the explosive Internet industry with E-commerce.

         Many of the existing Web sites do not have an effective  marketing plan
to drive traffic to their Web site.  Small businesses that do set up a Web site,
generally  pay a large  up-front  fee  for  the  website  design;  the  designer
generally provides very little additional  marketing  support.  Small businesses
are  starving  for  information  on  how  to  market  their  sites  and  exploit
opportunities for commerce through the Internet.

Business Objective

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

         The Company plans to grow through the  acquisition of additional  small
profitable  Internet  businesses,  primarily those involved in Web site hosting.
The Company  currently has made no commitments or agreements with respect to any
such other acquisition transaction.  There is no guarantee that the Company will
be able to identify another suitable  acquisition  target or consummate any such
acquisition in the future.


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Competition

         The markets for consumer and business  Internet  services are extremely
competitive,  and the Company  expects that  competition  will  intensify in the
future.  The Company  competes  primarily with other providers of E-commerce Web
site solutions, such as Yahoo Store, Shopbuilder and Shopsite (recently acquired
by Gateway).  Although many of these  competitors have larger customer bases and
greater resources than the Company,  their products are limited in functionality
as compared to the Company's products. As of the date of this Annual Report, the
Company is unaware of any competing  E-commerce  design solutions that provide a
comprehensive, online marketing tutorial system.

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

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

Government Regulation

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

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

Year 2000 Implications

         Many currently  installed  computer  systems and software  products are
coded to  accept  only  two-digit  entries  in the date code  field  and  cannot
distinguish  21st century dates from 20th century dates.  These date code fields
will need to  distinguish  21st century  dates from 20th century dates and, as a
result, many companies' software and computer systems may need to be upgraded or
replaced in order to comply with such "Year 2000"  requirements.  The Company is
in the process of assessing  the Year 2000 issue.  The Company  believes that it
can protect itself from the Year 2000 issue by purchasing  only certified  "Y2K"
compliant hardware and software.  The Company has not incurred material costs to
date in this process, and currently does not believe that the cost of additional
actions will

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have a material  effect on its results of  operations  or  financial  condition.
Although the Company currently believes that its systems are Year 2000 compliant
in  all  material  respects,  its  current  systems  and  products  may  contain
undetected  errors or defects with Year 2000 date  functions  that may result in
material  costs.  Although the Company is not aware of any material  operational
issues or costs  associated  with  preparing  its internal  systems for the Year
2000, the Company may experience  serious  unanticipated  negative  consequences
(such  as  significant  downtime  for one or more of its  media  properties)  or
material costs caused by undetected  errors or defects in the technology used in
its internal systems. In addition,  the Company utilizes third-party  equipment,
software and content,  including non-  information  technology  systems ("non-IT
systems"),  such as its security system,  building  equipment and non-IT systems
embedded microcontrollers that may not be Year 2000 compliant. The Company is in
the process of  developing  a plan to assess  whether  these  third  parties are
adequately  addressing the Year 2000 issue and whether any of its non-IT systems
have  material  Year  2000  compliance  problems.  Failure  of such  third-party
equipment,  software or content to operate properly with regard to the year 2000
and  thereafter  could  require the Company to incur  unanticipated  expenses to
remedy any problems, which could have a material adverse effect on its business,
results of operations,  and financial  condition.  Finally,  the Company is also
subject to external  forces that might  generally  affect industry and commerce,
such as utility or  transportation  company  Year 2000  compliance  failures and
related  service   interruptions.   Furthermore,   the  purchasing  patterns  of
advertisers may be affected by Year 2000 issues as companies expend  significant
resources to correct their current systems for Year 2000 compliance. See Item 7,
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operation.

Products and Services

         E-commerce Solutions

         The Company offers an instant  E-commerce  solution for existing or new
Web sites,  which allows business  customers to establish,  operate and maintain
complete  E-commerce Web sites. This systems allows simple point-and- click site
creation,  catalog deployment and interfacing  merchant accounts.  A user simply
calls up a URL (internet address) that has been assigned,  and by a simple, fill
in the blank procedure, builds Web pages with color backgrounds, images, titles,
text and forms, product descriptions, pricing.

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

         o        Unlimited product inventory capabilities

         o        Secure ordering and order retrieval

         o        Complete customizable tax and shipping data base

         o        Ability to accept thousands of orders daily

         o        Add, Delete, or Modify any product from browser 24 hours a day

         o        E-mail notification of all orders

         o        Real time credit card processing available

         o        Java scripted up sale on each order to related product

         o        Self  generating  product index that changes  instantly on all
                  product updates

         o        Template or custom HTML display of products

         o        Option capability for quantity, size, color, etc.


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         o        Help sections throughout the entire system

         Company Owned Web Site Replication

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

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

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

         Merchant Accounts

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

         Marketing Tutorial Services

         The Company  has  developed  a  marketing  tutorial  system that allows
customers to learn and implement  proven methods of online  marketing.  Based on
management's  experience and knowledge of the Internet industry,  most companies
that sell shopping cart solutions do not provide their  customers with the tools
and training necessary to market their products and services.  On the other hand
sites that provide marketing  information and know-how generally do not have the
technology in place to enable  implementation of their marketing solutions.  The
Company  believes  that its automated  marketing  tutorial  system  provides the
Company with a distinct advantage over its existing competitors.

Marketing Strategies

         The Company will employ the following strategies to market its products
and services:

         Outside Sales Representatives.

         The Company  intends to use outside sales  representatives  to generate
sales  to  large  trade  organizations.   Sales  representatives   commonly  and
extensively  target  members  of trade  organizations.  The  trade  organization
receives a portion of the revenues derived from its members creating a "win-win"
for both the  organization  and its members.  As of August 23, 1999, the Company
had two sales representatives.

         Company Newsletter.

         The  Company  intends  to build an E-zine to market  its  products  and
services to thousands of potential  subscribers.  This  newsletter  will include
helpful marketing and E-commerce  information every week. The Company intends to
use its subscriber  list to offer new services,  upgrades,  or related  products
that all generate  predictable monthly revenues for our company.  The newsletter
will be used  for  personal  calls,  education  courses  and  autoresponders  to
encourage  the free  users  to take  advantage  of our fee  based  upgrades  and
services.  The  newsletter  will also  allow the  Company  to develop an ongoing
relationship  with  thousands  of potential  customers.  The Company has not yet
prepared or published an E-zine yet and anticipates  that the first  publication
will be in October of 1999.


                                        9

<PAGE>



         Promotional Programs.

         The  Company   intends  to  offer  free  Web  pages  and  10-day  trial
subscriptions  to promote  its  shopping  cart  system and  technology.  This is
another service that will give us a large database of potential paying customers
whom are using and testing our technology.

         Channels of Distribution.

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

         Pricing.

         The  Company  has  developed  a pricing  structure  that is designed to
facilitate  entry and limit the  customer's  ability to "exit" the  relationship
short  term as  each  customer  will  sign a 12  month,  exclusive  hosting  and
development contract.

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

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

         Advertising.

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

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

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

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

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

         5.       Online press releases

         6.       Classified advertising and banners.

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

Employees

         As of December  31,  1998,  the Company  had only one  employee.  As of
August 24, 1999, the Company and its subsidiary had six employees.



                                       10

<PAGE>



ITEM 2.  PROPERTIES

         The Company  currently  rents  approximately  300 square feet of office
space for its corporate  offices,  under a rental arrangement with the Company's
President.  The Company's office is located at 210 South Main Street, Suite 900,
Salt Lake City,  Utah,  84111.  The rent has been  accrued at a rate of $500 per
month and was converted into stock of the Company in July of 1999.

ITEM 3.  LEGAL PROCEEDINGS

         None.

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

         None.

                                     PART II

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

         The Company's Common Stock is trading on the Over-the-Counter  Bulletin
Board  under the symbol  "SUWL."  As of August 23,  1999,  the  Company  had 748
holders of record.  The following table sets forth, on a per share basis for the
period  shown,  the high and low  prices of the Common  Stock and the  Preferred
Series A Stock as reported on the OTC Bulletin Board.  The following  quotations
reflect inter-dealer prices, without retail mark-up, mark-down or commission and
may not represent actual transactions, nor a liquid trading market.

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

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

ITEM 6.  SELECTED FINANCIAL DATA

         The selected  historical  financial data presented below as of December
31,  1997 and 1998 and for the  years  ended  December  31,  1997 and 1998  were
derived from the  financial  statements  of the  Company,  which were audited by
Smith &  Company,  independent  certified  public  accountants,  and  which  are
included  elsewhere in this Form 10- KSB. This selected financial data should be
read in  conjunction  with  "Management's  Discussion  and Analysis of Financial
Condition  and Results of  Operations"  and the Company's  financial  statements
(including the notes thereto) included elsewhere in this Form 10-KSB.

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

Overview

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

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

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

Results of Operations for the Two Years Ended December 31, 1998

         Revenues

         The Company currently did not have any ordinary and significant  source
of revenues during the 1998 or 1997 fiscal years.  However, the Company did sell
some of its  wireless  cable  channels  rights  and other  assets.  The  Company
recorded  revenues of approximately  $7,000 for the year ended December 31, 1998
from sale of assets and licenses,  as compared to sales of approximately $64,000
for the year ended December 31, 1997. The Company's  revenue for the 1998 & 1997
fiscal  year was  derived  from the sale of  certain  fixed  assets to a related
party.   The  Company  also  recorded  $27,616  in  income  for  forgiveness  of
indebtedness in the year ended December 31, 1998.

         Cost of Sales

         The net book  value of the  fixed  assets  sold  for the  period  ended
December 31, 1998 was zero.  This is compared to cost of sales of $45,341 in the
year ended  December 31, 1997.  The Company  also  abandoned  assets with a book
value of $65,483  and wrote off  licenses  valued at  $400,000  that had expired
during the current fiscal year.

         Selling, General and Administrative Expenses

         The Company incurred total selling, general and administrative expenses
("SG&A")  of  $228,038  for the year ended  December  31,  1998 as  compared  to
$258,785 for the fiscal year ended December 31, 1997. This represents a decrease
of 12% of SG&A. The decrease was due to the Company's virtual inactivity. During
the 1998 and 1997 fiscal years,  the Company had only one employee who accrued a
salary of $72,000 per year, none of which was paid.


                                       11

<PAGE>



         Depreciation and Amortization

         Depreciation and amortization for the year ended December 31, 1998, was
equal to $104,487,  as compared to depreciation and amortization of $101,195 for
the fiscal year ended December 31, 1997.

         Interest Expense

         The Company  incurred  interest  expense of $240,099 in the fiscal year
ended December 31, 1998.  This  represented an increase of 28% from the interest
expense of $187,956 for the year ended December 31, 1997. The Company  continues
to accrue interest on all notes payable and amounts due to related parties.

         Income Tax Benefit

         For the fiscal  year  ending  December  31,  1998,  the Company had net
operating loss carryforwards  equal to approximately  $4,200,000.  Approximately
$1,000,000 of this net operating  loss was carried  forward from the business of
Marrco and is limited under  Internal  Revenue Code Section 381. This limits the
use of  this  portion  of the  Company's  net  operating  loss  carryforward  to
approximately  $70,000 per year.  The Company has not recognized any of this tax
benefit as an asset due to uncertainty of future income.

         Extraordinary Item

         During  1998,  the  Company  issued  134,145  shares of stock to retire
liabilities  in the amount of  $360,366  and pay for  expenses  in the amount of
$25,768.  The fair market value of the stock given was  $16,768,  giving rise to
extraordinary gain of $369,366.

         Net Loss

         The Company recorded a net loss of $(530,139) for the fiscal year ended
December 31, 1998, as compared to a net loss of  $(596,551)  for the fiscal year
ended December 31, 1997.

Liquidity and Capital Resources

         The Company had a working  capital deficit of $2,538,779 as of December
31, 1998.  Approximately  $1,286,985 of its liabilities represented amounts owed
to related parties, in particular to the largest shareholder of the Company, the
Company's current President,  another director of the Company and a wholly owned
corporation of the Company's largest shareholder.  The Company currently has few
sources of working capital other than related parties and asset sales.

Certain Indebtedness

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

Income Tax Matters

         The Company has had no material  state or Federal  income tax since its
inception.  As of December 31, 1998, the Company had approximately  $4.2 million
in net operating  loss  carryforwards  for tax purposes,  expiring in years 2006
through 2013. The Internal Revenue Code of 1986, as amended (the "Code"), limits
the amount of loss  carryforwards that a company can use to offset future income
upon the occurrence of certain changes in ownership. As a result of the purchase
of Marrco and the subsequent  issuance of shares of the Company's  common stock,
the Company has undergone more than a 50% change in ownership and will therefore
be limited in its utilization of its tax loss carryforwards. About $1 million of
the net operating loss carryforward is subject to this limitation.


                                       12

<PAGE>



Inflation

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

Other

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

Year 2000 Compliance; Year 2000 Readiness Disclosure

         To the fullest extent  permitted by law, the following  discussion is a
"Year 2000 Readiness Disclosure" within the meaning of the Year 2000 Information
and Readiness Disclosure Act 105 P.L. 271.

         Background

         Many of the world's  computer  systems and  programs  currently  record
years in a  two-digit  format.  Such  computer  systems  or  programs  that have
date-sensitive  software or hardware may recognize a date using "00" as the year
1900  rather  than the year  2000,  and  therefore  may be unable to  recognize,
interpret  or use dates in and  beyond  the year  1999  correctly.  Because  the
activities of many  businesses  are affected by dates or are  date-related,  the
inability of these  systems or programs to use such date  information  correctly
could  result in system  failures  or  disruptions  and lead to  disruptions  of
business  operations  in the United States and  internationally  (the "Year 2000
Problem"). In the case of the Company, such disruptions may include, among other
things,  an  inability  to process  transactions,  send  invoices,  or engage in
similar routine business activities.

         Issues relating to the Year 2000 Problem arise in a number of different
contexts  in which  the  Company  and its  operating  subsidiary  use or  access
computer programming.  In its operations,  the Company uses both third-party and
internally    developed    software    programs    and   relies   on   customary
telecommunications  services,  as  well  as  building  and  property  logistical
services,  including, without limitation,  embedded computer-controlled systems.
The Company  generally  will also rely heavily upon  suppliers,  as well as data
processing,  transmission  and other services  provided by  third-party  service
providers,  including,  without  limitation,  Internet  access,  online content,
product distribution and delivery, and information services.

         The Company and its  operating  subsidiary  will rely upon  independent
internal local access network (LAN) computer systems.  In addition,  the Company
and its  subsidiaries  lease a portion of their office space from third  parties
and may conduct business through  multiple  locations in major cities.  Although
the  operating   subsidiary   will,   for  the  most  part,   conduct   business
independently,  it will substantially use similar third-party  software and have
common relationships and dependencies with third party service providers.

         Assessing  the  Impact  of the  Year  2000  Problem  on  the  Company's
         Operations

         The Company has reviewed its computer  systems and programs,  including
information  technology ("IT") and non-IT systems,  and has determined that they
are in compliance with the requirements of the Year 2000. The Year 2000 problem,
however,  is pervasive and complex as virtually every computer operation will be
affected in some way by the rollover of the two digit year to 00. Failure of any
of the Company's  third-party service providers to adequately address this issue
could  result in a  substantial  interruption  of the  Company's  normal plan of
operation  and business  affairs,  and could result in  significant  losses from
operations.  To the extent that the Company  relies  upon  non-U.S.  third-party
service  providers  who  may  be  less  capable  or  prepared  than  their  U.S.
counterparts  to  address  and  resolve  the Year 2000  problem,  the  Company's
operations  may be subject to a greater  level of risk with respect to Year 2000
compliance.  Although the Company  could incur  substantial  costs in connection
with the failure of third-party  computing systems and software,  such costs are
not sufficiently certain to estimate at this time.

         Contingency Planning

         The Company has not developed any plan to address contingencies arising
from the  inability  of  third-party  service  providers  to  become  Year  2000
compliant in a timely manner. Consequently, no assurance can be given that

                                       13

<PAGE>



the  potential  failure of  third-party  systems will not increase the Company's
operating costs or create  uncertainties  that may have an adverse effect on the
Company's operating results or financial condition.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                          INDEX TO FINANCIAL STATEMENTS

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


                                                                           PAGE

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

 Balance Sheets as of December 31, 1998 ....................................F-2

 Statements of Operations for the years ended December 31, 1998 and 1997....F-3

 Statements of Changes in Stockholders Equity for the years
     ended December 31, 1998 and 1997.......................................F-4

 Statements of Cash Flows for the years ended December 31, 1998 and 1997....F-5

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

 General and Administrative Expenses for the years ended
     December 31, 1998 and 1997............................................F-13

                                    PART III

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

         None.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         Name                    Age   Position

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

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

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

         Jon  Richard  Marple,  age 32, has served as a director  of the Company
since 1996. Mr. Marple is currently serving as interim President and Chairman of
the Company. He has also been the Vice President,  Treasurer and Chief Financial
Officer of the Company since 1996. Prior to that time, he was the Company's Vice
President of Wireless  Operations  overseeing the launch of the Company's  first
wireless  cable  system  in  Beaumont,  Texas.  He has also been  involved  with
license/lease  and purchase  negotiations  as well as  assisting  the Company in
obtaining interim financing.  From 1989-1993,  Mr. Marple was a tax manager with
the  accounting  firm of KPMG Peat  Marwick.  He  worked  in the firms  Oakland,
Seattle  and San Diego  offices  before  resigning  to pursue  various  wireless
telecommunications ventures. Mr. Marple has a Bachelors degree in Economics from
the University of California at Berkeley.

         Dr. Charles  Bartell,  age 74, has been a director of the Company since
1994. Dr. Bartell  graduated  from the University of Kansas Medical  School.  He
fulfilled his internship at the U.S. Naval Hospital in Great Lake, Illinois

                                       14

<PAGE>



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

         Brooks M.  Freeman,  age 55, has been a director of the  Company  since
1996. Mr. Freeman is the Managing Partner of Freeman & Associates,  a networking
consulting  partnership.  He also acts as the  Managing  Consultant  of Caminito
Cellular  Partnership,  a cellular telephone  business,  and is a principle in a
wireless data services project.  From 1992 to 1996, Mr. Freeman acted as General
Manger of Client/Server  Computing for IBM's Asia Pacific Service Corporation in
Hong Kong,  responsible for  implementing  wire and wireless  network  computing
systems,  encompassing  eleven  Asian  countries.  He also was a North  American
Director of Technical Computing at IBM (Engineering and Scientific Computing,  a
$400 million  business unit),  and was  instrumental in the development of IBM's
RISC System/6000 workstations. Mr. Freeman retires from IBM in 1998.

Board of Directors and Committees

         The  Board  of  Directors  meets  during  its  fiscal  year  to  review
significant  developments  affecting the Company and to act on matters requiring
board  approval.  The  Board of  Directors  met and acted by  unanimous  written
consent six (6) times  during the 1998 fiscal  year.  During  such  period,  all
members of the Board participated in 100% of all Board meetings.

         As of the date of this Annual  Report,  the Board of Directors  has not
established any Board committees to transact business on behalf of the Board.

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation Table

         The  following  table  sets forth the  annual  and  long-term  cash and
non-cash  compensation  paid and payable by the Company for services rendered in
all capacities  during the fiscal years ended December 31, 1998,  1997 and 1996,
to the Company's interim Chairman and President.



<TABLE>
<CAPTION>
                                          Annual Compensation                  Long Term Compensation
                                                                                Awards              Payouts
  Name and principal               Salary       Bonus    Other annual  Restricted    Securities      LTIP         All other
       position           Year       ($)         ($)     compensation     stock      Underlying     payouts      compensation
                                                              ($)       award(s)      Options/        ($)            ($)
                                                                           ($)        SARs (#)
<S>                       <C>    <C>           <C>         <C>          <C>          <C>            <C>         <C>
Jon R. Marple, Interim    1998   72,000(1)
Chairman, President, Vice 1997   72,000(31       -0-       $6,000(2)       -0-          -0-           -0-            -0-
President and Chief       1996   72,000(4)       -0-        $3,000         -0-          -0-           -0-            -0-
Financial Officer
----------------------  -------- -----------  ---------  ------------- -----------  ------------  -----------  ----------------
</TABLE>

(1)  Represents  accrued salary that was accrued and not paid as of December 31,
1998. This  compensation and all other amounts owed to Mr. Marple were converted
into shares of Class A Preferred Stock in July, 1999.

(2)  Represents  changes for rent of home  office  space that is  currently  the
principle office of the Company. This entire amount was accrued and unpaid as of
December 31, 1998.

(3)  Represents  accrued salary that was accrued and not paid as of December 31,
1998. This  compensation and all other amounts owed to Mr. Marple were converted
into shares of Class A Preferred Stock in July, 1999.

(4)  Included  $38,000 of accrued  salary  that was  accrued  and not paid as of
December 31, 1998.



                                       15

<PAGE>



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

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

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Certain Beneficial Owners and Management

         The  following  tables set forth  information,  as of August 16,  1999,
concerning shares of the Company's Common Stock  beneficially  owned by (i) each
stockholder  known by the Company to be the  beneficial  owner of more than five
percent (5 %) of the Company's  Outstanding  Common Stock, (ii) each stockholder
known by the Company to be the  beneficial  owner of more than five percent (5%)
of the  Company's  Preferred  Stock,  (iii)  each  director  and  officer of the
Company,  and (iv) all officers and directors of the Company as a group.  Unless
otherwise  indicated,  each person listed has sole voting and  investment  power
over the shares  beneficially  owned by him.  Unless  otherwise  indicated,  the
address  of each  named  beneficial  owner is the same as that of the  Company's
principal  executive  offices located at 210 South Main Street,  Suite 900, Salt
Lake City, Nevada 84111.

                                                Shares of         Percentage
                                            Common Stock        Common Stock
                                               Beneficially         Beneficially
                                                  Owned(1)           Owned (2)

Jon H. Marple &
Mary E. Blake
  3419 Via Lido, Suite 619
  Newport Beach, CA  92663.................      855,544                29.0%

Jon R. Marple
  1405 Crescent Road
  Park City, UT  84060.....................      408,343                13.8%

Brooks M. Freeman
  634 Cribbs Drive
  Coppell, TX  75019.......................      100,192                 3.4%

Charles Bartell
  43 Canyon Drive
  Newport Beach, CA  92663.................        7,000                    -

Officers and Directors as a group
   (3 individuals).........                      515,535                17.4%
                                            ------------          -----------

(1)      Reflects  the effects of the reverse 1 for 20 stock split which  became
         effective on August 16, 1999.

(2)      Beneficial  ownership is determined in accordance  with the  applicable
         rules under the Securities  Exchange Act of 1934  ("Exchange  Act"). In
         computing the number of shares  beneficially  owned by a person and the
         percentage ownership of that person,  shares of Common Stock subject to
         options held by that person that are currently  exercisable,  or become
         exercisable   within  60  days  from  the  date   hereof,   are  deemed
         outstanding.  However,  such  shares  are not  deemed  outstanding  for
         purposes of computing  the  percentage  ownership of any other  person.
         Percentage  ownership  is based on  2,952,229  shares of  Common  Stock
         outstanding as of August 16, 1999.



                                       16

<PAGE>



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Certain Relationships and Related Transactions

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

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

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

                                     PART IV

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

         (a)      Documents Filed as Part of the Report

                  1.       Financial Statements

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

                                                                           PAGE

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

Balance Sheets as of December 31, 1998......................................F-2

Statements of Operations for the years ended December 31, 1998 and 1997.....F-3

Statements of Changes in Stockholders Equity for the years ended
     December 31, 1998 and 1997.............................................F-4

Statements of Cash Flows for the years ended December 31, 1998 and 1997.....F-5

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

General and Administrative Expenses for the years ended
     December 31, 1998 and 1997............................................F-13

         2.       Financial Statement Schedules

         None

         3.       Exhibits

         None

         (b)      Reports on Form 8-K

         None

                                       17

<PAGE>



                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the  undersigned,  thereunto duly  authorized,  on the 24th day of
August, 1999.

                          Superior Wireless Communications, Inc.



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


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this report has been  signed on the 24th day of August  1999,  by the  following
persons in the capacities indicated:

      Signature                        Title



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


                                    Director
Brooks M. Freeman



                                    Director
Charles Bartell


                                       18

<PAGE>




                                      Smith
                                        &
                                     Company

           A Professional Corporation of Certified Public Accountants



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


                          INDEPENDENT AUDITOR'S REPORT


We  have  audited  the   accompanying   balance   sheet  of  Superior   Wireless
Communications,  Inc. (a development stage company) as of December 31, 1998, and
the related statements of operations, changes in stockholders' equity (deficit),
and cash  flows for the years  ended  December  31,  1998 and 1997,  and for the
period of April 1, 1994 (date Company re-entered  development stage) to December
31, 1998.  These financial  statements are the  responsibility  of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all   material   respects,   the   financial   position  of  Superior   Wireless
Communications, Inc. as of December 31, 1998, and the results of its operations,
changes  in  stockholders'  equity  (deficit),  and its cash flows for the years
ended  December  31,  1998 and 1997,  and for the  period of April 1, 1994 (date
Company  re-entered  development  stage) to December 31, 1998 in conformity with
generally accepted accounting principles.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern.  As shown in the consolidated
financial   statements,   the  Company  has  a  working  capital  deficiency  of
$(2,538,778) at December 31, 1998, and a retained deficit of  $(4,762,917).  The
Company has  suffered  losses from  operations  and has a  substantial  need for
working capital.  This raises substantial doubt about its ability to continue as
a going concern.  Management's plans in regard to these matters are described in
Note 2 to the financial statements. The accompanying financial statements do not
include any adjustments that may result from the outcome of this uncertainty.

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


                                                      Smith & Company
                                                   CERTIFIED PUBLIC ACCOUNTANTS

Salt Lake City, Utah
August 23, 1999

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

                                       F-1

<PAGE>



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


<TABLE>
<CAPTION>
              ASSETS
                                                                                                         December 31,
                                                                                                               1998
                                                                                                         ----------------
CURRENT ASSETS
<S>                                                                                                      <C>
           Cash in bank                                                                                  $          2,131
                                                                                                         ----------------

                                                                                    TOTAL CURRENT ASSETS            2,131

PROPERTY AND EQUIPMENT (Notes 1 and 6)                                                                             19,622

OTHER ASSETS
           Notes receivable - other (Note 7)                                                                            0
           Licenses and other (Note 10)                                                                           330,053
                                                                                                         ----------------

                                                                                      TOTAL OTHER ASSETS          330,053
                                                                                                         ----------------

                                                                                                         $        351,806
                                                                                                         ================

              LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
           Accounts payable                                                                              $         93,026
           Accrued liabilities                                                                                    541,170
           Notes payable (Note 11)                                                                                757,112
           Income taxes payable                                                                                     1,100
           Payable - related parties (Note 4)                                                                   1,148,501
                                                                                                         ----------------

                                                                               TOTAL CURRENT LIABILITIES        2,540,909

Minority interest in subsidiaries (Note 5)                                                                              0

STOCKHOLDERS' DEFICIT (Notes 3 and 14)
           Common stock, $.001 par value;
              Authorized 50,000,000 shares;
              Issued and outstanding 1,679,895 shares                                                               1,680
           Class A Convertible Cumulative Preferred Stock,
              $.001 par value:
              Authorized 15,000,000 shares;
              Issued and outstanding 0 shares                                                                           0

           Additional paid-in capital                                                                           2,202,768
           Retained earnings (deficit)                                                                         (4,393,551)
                                                                                                         ----------------

                                                                             TOTAL STOCKHOLDERS' DEFICIT       (2,189,103)
                                                                                                         ----------------

                                                                                                         $        351,806
                                                                                                         ================
</TABLE>

See Notes to the Financial Statements.

                                       F-2

<PAGE>



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


<TABLE>
<CAPTION>
                                                                                                                      Period from
                                                                                     Years ended December 31,        4-1-94 (A) to
                                                                                      1998              1997           12-31-98
                                                                                  -------------    --------------    -------------
<S>                                                                               <C>              <C>               <C>
   Sales                                                                          $       7,000    $       64,000    $     931,521
   Cost of sales                                                                              0            45,341          171,494
                                                                                  -------------    --------------    -------------
                                                                    GROSS PROFIT          7,000            18,659          760,027

   Costs associated with abandoned projects                                             465,483           179,986        1,217,043
   Loss on investments                                                                        0                 0          125,689
   Bad debt (Note 7)                                                                          0                 0          267,858
   General and administrative expenses (Schedule 1)                                      95,672           144,501        2,642,858
   Depreciation and amortization (Notes 6 and 10)                                       104,487           101,195          629,589
   Interest and bank charges (net of interest income)                                   240,363           188,428          637,406
                                                                                  -------------    --------------    -------------
                                                                                        906,005           614,110        5,520,443
                                                                                  -------------    --------------    -------------

   Net income (loss) before other income taxes                                         (899,005)         (595,451)      (4,760,416)

   Income tax expense (benefit) (Note 9)                                                    500             1,100          (22,600)
                                                                                  -------------    --------------    -------------

   Net (loss) before minority interest                                                 (899,505)         (596,551)      (4,737,816)

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

                                            NET (LOSS) BEFORE EXTRAORDINARY ITEM       (899,505)         (596,551)      (4,627,816)

EXTRAORDINARY ITEM (Note 13)
   Gain on extinguishment of debt                                                       369,366                 0          369,366
                                                                                  -------------    --------------    -------------

                                                                      NET (LOSS)  $    (530,139)   $      596,551    $   4,258,450
                                                                                  =============    ==============    =============

EARNINGS (LOSS) PER COMMON SHARE
   (Loss) before other items                                                      $        (.33)   $         (.40)
   Income from discontinued operations                                                      .00               .00
   Minority interest in losses                                                              .00               .00
                                                                                  -------------    --------------

   Net (loss)                                                                     $        (.33)   $         (.40)
                                                                                  =============    ==============

   Weighted average number of common shares used to
     compute net income (loss) per weighted average share                             1,589,355         1,498,815
                                                                                  =============    ==============
</TABLE>


A Date company re-entered the development stage.


See Notes to the Financial Statements.

                                       F-3

<PAGE>



                     SUPERIOR WIRELESS COMMUNICATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
             STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                                December 31, 1998


<TABLE>
<CAPTION>
                                                                               Common Stock            Additional      Retained
                                                                              Par Value $.001            Paid-in       earnings
                                                                          Shares          Amount         Capital       (deficit)
                                                                       -------------  -------------  --------------  -------------
<S>                                                                    <C>            <C>            <C>             <C>
Balances at 12/31/93 (Note 3)                                                268,952  $         269  $       79,731  $    (106,670)
   Net liabilities assumed by former officer                                                                 11,650
   Issuance of common stock for new business at $1.05
     per share                                                             1,008,327          1,008       1,104,888        (43,451)
   Issuance of common stock to settle debt at $16.00
     per share                                                                25,000             25         399,975
   Issuance of common stock for services at $.004 per share                   11,250             11              34
   Sale of common stock at $8.00 per share                                    54,191             54         433,472
   Issuance of common stock for stock subscription
     $7.76 per share                                                         250,000            250       1,939,750
   Issuance of common stock for prepaid expense
     $5.71 per share                                                          17,500             18          99,982
   Minority interest transactions                                                                         2,844,259
   Net partnership distributions                                                                         (3,134,180)
   Stock canceled                                                           (267,500)          (267)     (2,039,733)
   Stock canceled                                                            (14,615)           (15)        (79,818)
   Net loss for year                                                                                                    (1,195,064)
                                                                       -------------  -------------  --------------  -------------
Balances at 12/31/94                                                       1,353,105          1,353       1,660,010     (1,345,185)
   Stock canceled                                                             (1,688)            (2)         (4,277)
   Issuance of common stock for expenses at $.037 per share                   18,891             19             681
   Issuance of common stock to settle debt at $4.75 per share                 83,798             84         397,989
   Minority interest transactions                                                                           200,000
   Net partnership distributions                                                                           (199,921)
   Net loss for year                                                                                                      (705,312)
                                                                       -------------  -------------  --------------  -------------
Balances at 12/31/95                                                       1,454,106          1,454       2,054,482     (2,050,497)
   Correction to number of shares issued
     in 1994 for new business                                                 16,009             16             (16)
   Issuance of common stock for services at $.12 per share                    18,750             19           2,231
   Issuance of common stock for assets at $3.00 per share                      6,333              6          18,994
   Issuance of common stock for assets at $3.00 per share                      1,667              2           4,999
   Issuance of common stock for assets at $8.00 per share                      4,343              4          34,739
   Net loss for year                                                                                                    (1,216,364)
                                                                       -------------  -------------  --------------  -------------
Balances at 12/31/96                                                       1,501,208          1,501       2,115,429     (3,266,861)
   Stock retired                                                              (2,393)            (2)         (9,248)
   Net loss for year                                                                                                      (596,551)
                                                                       -------------  -------------  --------------  -------------
Balances at 12/31/97                                                       1,498,815          1,499       2,106,181     (3,863,412)
   Issuance of common stock for services and interest at $1.00                 7,768              8             963
   Issuance of common stock for services and to settle debt at $3.07         123,312            123          15,674
   Sale of common stock in private placement at $1.60                         50,000             50          79,950

   Net loss for year                                                                                                      (530,139)
                                                                       -------------  -------------  --------------  -------------
Balances at 12/31/98                                                       1,679,895  $       1,680  $    2,202,768  $  (4,393,551)
                                                                       =============  =============  ==============  =============
</TABLE>




See Notes to the Financial Statements.

                                       F-4

<PAGE>

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


<TABLE>
<CAPTION>
                                                                                                                      Period from
                                                                                     Years ended December 31,        4-1-94 (A) to
                                                                                      1998              1997           12-31-98
                                                                                  -------------    --------------    -------------
OPERATING ACTIVITIES
<S>                                                                               <C>              <C>               <C>
   Net (loss)                                                                     $    (530,139)   $     (596,551)   $  (4,258,450)
   Adjustments to reconcile net (loss) to net cash
     (required) by operating activities:
       Stock issued for expenses                                                              0                 0            2,945
       Stock issued to retire debt                                                       25,768                 0          585,054
       Deferred tax (decrease)                                                                0                 0          (19,600)
       Bad debt                                                                               0                 0          267,858
       Depreciation and amortization                                                    104,487           101,195          629,589
       Book value of abandoned assets                                                         0           175,000          265,025
       Minority interest items                                                                0               213         (109,708)
       Gain on debt extinguishment                                                     (369,366)                0         (369,366)
   Changes in assets and liabilities:
       Prepaid expenses                                                                       0               417            2,430
       Notes receivable - other                                                               0                 0           12,047
       Related party receivables                                                              0                 0          344,142
       Deposits                                                                               0             2,825            9,586
       Accounts payable                                                                 (27,616)          (31,777)          56,610
       Accrued liabilities                                                               81,405             5,139          177,793
       Income taxes                                                                         200              (900)          (4,500)
                                                                                  -------------    --------------    -------------

                                                          NET CASH (REQUIRED) BY
                                                            OPERATING ACTIVITIES       (715,261)         (344,439)      (2,408,545)

INVESTING ACTIVITIES
   Purchase of securities                                                                     0                 0         (207,625)
   Sale of securities                                                                         0                 0          207,625
   Sale (Acquisition) of licenses                                                       559,315            24,986          529,204
   Disposition of property, plant and equipment                                               0            44,885            1,162
   Purchase of equipment                                                                 (3,690)                0           (3,690)
                                                                                  -------------    --------------    -------------

                                                 NET CASH PROVIDED (REQUIRED) BY
                                                            INVESTING ACTIVITIES        555,625            69,871          526,676

FINANCING ACTIVITIES
   Loans - other                                                                              0            10,143          957,943
   Loans - related parties                                                              241,655           285,048        1,444,921
   Loan repayments - other                                                             (160,831)          (11,627)        (246,940)
   Loan repayments - related parties                                                          0                 0         (416,643)
   Sale of common stock                                                                  80,000                 0          105,247
   Cash of business acquired                                                                  0                 0          121,135
   Net partnership distributions                                                              0                 0          (72,413)
   Retirement of common stock                                                                 0            (9,250)          (9,250)
                                                                                  -------------    --------------    -------------

                                                            NET CASH PROVIDED BY
                                                            FINANCING ACTIVITIES        160,824           274,314        1,884,000
                                                                                  -------------    --------------    -------------

                                                          (DECREASE) IN CASH AND
                                                                CASH EQUIVALENTS          1,188              (254)           2,131

   Cash and cash equivalents at beginning of year                                           943             1,197                0
                                                                                  -------------    --------------    -------------

                                                       CASH AND CASH EQUIVALENTS
                                                                  AT END OF YEAR  $       2,131    $          943    $       2,131
                                                                                  =============    ==============    =============

A Date Company re-entered development stage

Supplemental Disclosures of Cash Flow Information Cash paid during the year for:
     Interest                                                                     $           0    $      155,333    $     329,637
     Income taxes                                                                           300             2,000            7,900
</TABLE>

Noncash Investing and Financing Activities
   During  1998,  the Company  issued  134,145  shares of common stock to retire
liabilities in the amount of $360,366.


See Notes to the Financial Statements.

                                       F-5
<PAGE>

                     SUPERIOR WIRELESS COMMUNICATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1998


NOTE 1:      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

             Business Activity:
             The Company was incorporated on July 24, 1984 in Nevada as Ventures
             Diversified,  Ltd.  On March  27,  1987 the  name  was  changed  to
             M.V.I.D.  International Corporation.  On April 6, 1994 the name was
             changed  to  Micro-Lite  Television.  Prior to March  14,  1994 the
             Company  sold  an  automobile   anti-theft   protection  system  to
             customers through an arrangement with  dealerships,  principally in
             New Jersey.  On March 16, 1994 the Company  acquired the assets and
             liabilities  of  Marrco  Communications,  Inc.  ("Marrco")  and  is
             continuing  the  business  activities  of  Marrco.  Prior  business
             operations  were  assumed by the former  President  of the Company.
             Since Marrco is a development  stage  company,  the Company is once
             again in the  development  stage  effective  April 1,  1994 when it
             began continuing the operations of Marrco.  On October 25, 1996 the
             name was changed to Superior Wireless Communications, Inc.

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

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

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

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

             Property and Equipment
             Property and equipment are depreciated  over their estimated useful
             lives.  Assets  financed  under capital  leases are amortized  over
             their  estimated  useful  lives,  or the lease term,  whichever  is
             shorter.   Depreciation   and   amortization   are  computed  using
             straight-line  methods  over an  estimated  life  of five to  seven
             years.

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

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

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

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

NOTE 2:      DEVELOPMENT STAGE COMPANY - MANAGEMENT'S PLANS

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

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


                                       F-6

<PAGE>


                     SUPERIOR WIRELESS COMMUNICATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (Continued)
                                December 31, 1998


NOTE 3:      CAPITALIZATION

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

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

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

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

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

NOTE 4:      RELATED PARTY TRANSACTIONS

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

             At December 31, 1998 the Company owed $1,148,501 to related parties
             ($906,846 at December 31, 1997) for loans and sales to and payments
             made on behalf of the Company and accrued salaries.

NOTE 5:      MINORITY INTEREST IN SUBSIDIARIES

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

NOTE 6:      PROPERTY AND EQUIPMENT

             Property  and  equipment  as of December  31, 1998 and December 31,
             1997 are summarized as follows:

<TABLE>
<CAPTION>
                                                                               Net Book Value
                                             Cost        Depreciation        1998          1997
                                          ----------   ----------------   ----------    ----------
<S>                                       <C>          <C>                <C>           <C>
               Equipment                  $    7,426   $          3,909   $    3,517    $      195
               Transmission Equipment         76,240             60,135       16,105        31,353
                                          ----------   ----------------   ----------    ----------

                                          $   83,666   $         64,044   $   19,622    $   31,548
                                          ==========   ================   ==========    ==========
</TABLE>

             Depreciation  expense for the period  ended  December  31, 1998 was
             $15,616 ($29,370 in 1997).

NOTE 7:      NOTES RECEIVABLE - OTHER

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

                                       F-7

<PAGE>


                     SUPERIOR WIRELESS COMMUNICATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (Continued)
                                December 31, 1998


NOTE 8:      SALES CONCENTRATION AND REVENUE

             During 1998,  sales of assets to one entity  accounted  for 100% of
             total sales (100% in 1997).

NOTE 9:      INCOME TAXES
             Income tax  expense was $500 for the year ended  December  31, 1998
             ($1,100 for 1997). Such amounts differ from the amounts computed by
             applying the United States  Federal  income tax rate of 34% to loss
             before income taxes as a result of the following:

<TABLE>
<CAPTION>
                                                                         1998           1997
                                                                     -------------  -------------
<S>                                                                  <C>            <C>
                    Computed "expected" tax benefit                  $    (305,662) $    (202,453)
                    Decrease (increase) in income tax benefit
                      resulting from:
                         Change in valuation allowance for
                           deferred federal, state, and local
                           income tax assets                               345,084        251,221
                         State income taxes and other, net                 (38,922)       (47,668)
                                                                     -------------  -------------

                                                                     $         500  $       1,100
                                                                     =============  =============
</TABLE>

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

<TABLE>
<CAPTION>
                                                                         1998           1997
                                                                     -------------  -------------
<S>                                                                  <C>            <C>
                    Accrued officers' compensation and
                      related costs                                  $     128,978  $      89,554
                    Net operating loss carryforwards                     1,801,660      1,496,000
                                                                     -------------  -------------

                           Total gross deferred tax assets               1,930,638      1,585,554
                           Less valuation allowance                     (1,930,638)    (1,585,554)
                                                                     -------------  -------------

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

              During the years ended  December  31,  1998 and 1997,  the Company
              made no Federal income tax payments.

              At December 31,  1998,  the Company has  approximately  $5,300,000
              available  in net  operating  loss  carryforwards  for  income tax
              purposes.  These carryforwards expire in 2006 through 2013. Due to
              a change in control and business activity,  the net operating loss
              carryforwards will most likely never be realized.

NOTE 10:      LICENSES AND OTHER

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

<TABLE>
<CAPTION>
                                                          1998             1997
                                                     -------------     -------------
<S>                                                  <C>               <C>
                 License acquisition costs           $     306,163     $     310,867
                 Engineering costs                           4,950             4,950
                 Commercial channel licenses                19,153           243,320
                 ITFS licenses                                   0            19,315
                 LPTV rights and licenses                        0           400,000
                 Investment in LLC (equity basis)             (213)             (213)
                                                     -------------     -------------

                                                     $     330,053     $     978,239
                                                     =============     =============
</TABLE>

             The above amounts are net of amortization  of $88,871  ($71,825 for
             1997).

NOTE 11:     NOTES PAYABLE

             At December 31, 1998, the Company owed several  individuals a total
             of $757,112.  The notes bear interest at 12% per year.  The Company
             is in  arrears  on the  repayment  terms.  See  Note  14  regarding
             subsequent events relating to these notes.



                                       F-8

<PAGE>


                     SUPERIOR WIRELESS COMMUNICATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (Continued)
                                December 31, 1998


NOTE 12:     STOCK OPTION PLAN AND WARRANTS

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

NOTE 13:     EXTRAORDINARY ITEM

             During 1998,  the Company  issued 134,145 shares of stock to retire
             liabilities  in the amount of $360,366  and pay for expenses in the
             amount of  $25,768.  The fair  market  value of the stock given was
             $16,768, giving rise to extraordinary gain of $369,366.

NOTE 14:     SUBSEQUENT EVENTS

             Under the terms of the Class A  Preferred  Stock  (See Note 3), all
             shares outstanding as of October 16, 1998  automatically  converted
             into  common  stock at a rate of five  shares of  common  stock for
             every one share of Class A Preferred  Stock.  This  resulted in the
             automatic conversion of 6,541,416 shares of Class A Preferred Stock
             into  32,707,080  shares  of  common  stock.  The  holders  of  the
             remaining  shares of Class A Preferred Stock that were issued after
             October 16, 1998,  totaling 3,767,501 shares,  agreed to convert at
             the same rate of five shares of common stock for every one share of
             Class A Preferred  Stock.  The latter  conversion wasl be effective
             simultaneous to the reverse stock split described below.

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

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

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

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

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

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



                                       F-9

<PAGE>



                                                                     SCHEDULE 1

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



<TABLE>
<CAPTION>
                                                                             Years ended                      Period from
                                                                            December 31,                     4-1-94 (A) to
                                                                     1998                  1997                12-31-97
                                                              ------------------    -----------------     -----------------
<S>                                                           <C>                   <C>                   <C>
Accounting                                                    $            2,500    $           7,523     $          62,058
Automobile expense                                                         6,622               13,400                39,529
Bad debts                                                                      0                    0                 9,527
Debt forgiveness - related party                                         (27,615)              (3,582)              (56,197)
Directors' Fees                                                           18,000                    0                18,000

Dues and subscriptions                                                     1,943                3,309                15,387
Fees and commissions                                                       1,594                7,781                79,518
Insurance                                                                    961                  728                22,223
Legal                                                                        572                9,210               280,885

Marketing and advertising                                                      0                  662                20,543
Meals and entertainment                                                      419                  326                 9,253
Office expense                                                             2,187                1,065                42,979
Outside services                                                               0                    0                15,137

Payroll taxes and benefits                                                 1,750                2,376               128,937
Postage                                                                      493                1,263                56,693
Professional                                                                   0               14,502               150,177
Relocation expense                                                             0                    0                19,091

Rent expense                                                               8,000                4,060               218,425
Repairs and maintenance                                                        0                    0                 5,086
Salaries                                                                  72,000               72,000             1,323,525
Taxes and licenses                                                           697                  457                 9,755

Telephone                                                                  4,189                5,070               119,135
Travel                                                                     1,360               12,285               155,378
Miscellaneous                                                                  0                    0                 5,748
Overhead reimbursement                                                         0               (7,934)             (107,934)
                                                              ------------------    -----------------     -----------------

                                                              $           95,672    $         144,501     $       2,642,858
                                                              ==================    =================     =================
</TABLE>

A Date Company re-entered the development stage.


                                      F-10