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

                                   FORM 10-QSB

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
MARCH 31, 2001
OR

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


                       COMMISSION FILE NUMBER: 33-5902-NY

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

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

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

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

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

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

                        Stock, Par Value $0.001
             Class A Preferred Stock, Par Value $0.001

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

As of March 31, 2001, the Registrant had 21,076,394. shares
of common stock issued and outstanding.

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

                            TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION                                       PAGE

ITEM 1.  FINANCIAL STATEMENTS

         CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2000                3

         CONSOLIDATED STATEMENTS OF OPERATIONS
         FOR THE THREE MONTHS ENDED
         MARCH 31, 2000 AND MARCH 31, 2001                              4

         CONSOLIDATED STATEMENTS OF CASH FLOWS
         FOR THE THREE MONTHS ENDED
         MARCH 31, 2000 AND MARCH 31, 2001                              5

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                     6

ITEM 2.  PLAN OF OPERATION                                              8

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS                                             11

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS                     11

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                               12

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS           12

ITEM 5.  OTHER INFORMATION                                             12

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                              12

SIGNATURE                                                              13

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCAL STATEMENTS.

                             JUSTWEBIT.COM, INC.
                         CONSOLIDATED BALANCE SHEET
                                 (Unaudited)

                                                            March 31 2001

                                   ASSETS

Current Assets:
Cash                                                              7,088
Total Current Assets                                              7,088
Property, Plant & Equipment                                      20,775

Other Assets:
Intangibles                                                     300,000
Deposits                                                              0
                                                                300,000

                                                                327,863

                    LIABILITIES & STOCKHOLDERS' EQUITY

Current Liabilities:
Accounts Payable and Accrued Expenses                            59,880
Note Payable                                                    296,400
Payable - Related Parties                                       259,970
Total Current Liabilities                                       616,250
Long-Term Debt                                                        0

Stockholders' Equity:
Common Stock, $.001 par value;
Authorized 100,000,000 shares;
Issued and Outstanding 21,076,394
at March 31, 2001                                                21,076
Additional Paid-in Capital                                    6,188,261
Retained Earnings (Deficit)                                  (6,497,724)
Total Stockholders' Equity                                     (288,387)
                                                                327,863

See accompanying notes to consolidated financial statements

                             JUSTWEBIT.COM, INC.
                   CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (Unaudited)

                                           Three Months     Three Months
                                              Ended            Ended
                                           March 31 2000    March 31 2001

Revenues                                         113,930           48,309
Cost of Sales                                     27,372           15,352
Gross Profit                                      86,558           32,957
Forgiveness of Debt Income                             0           21,095
Loss on Disposition of Assets                          0          (27,280)
Gain/Loss on Securities Sales                     66,964                0
Other Income                                         597              250
General and Administrative Expenses              154,668           24,237
Outside and Professional Services                171,022           24,485
Salaries and Benefits                            192,710           69,750
Depreciation and Amortization                      2,873            1,298
Interest Expense                                   8,355           17,683
State Taxes                                            0              200
                                                 529,628          137,653

Net Income (Loss)                               (375,509)        (110,631)

Basic net loss per common share                    (0.03)          (0.006)

Weighted average common shares
Outstanding                                   11,070,825       17,737,808

See accompanying notes to consolidated financial statements

                               JUSTWEBIT.COM, INC.
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)

                                           Three Months     Three Months
                                              Ended            Ended
                                           March 31 2000    March 31 2001

OPERATING ACTIVITIES
Net Income (Loss)                               (375,509)        (110,631)

Adjustments:
Depreciation and Amortization                      2,873            1,298
Changes in current accounts                      224,427          (32,125)
Expenses Paid with Common Stock                        0           10,399
(Increase) Decrease in Notes Receivable           19,875                0
Net Cash Required by Operating Activities       (128,334)        (131,059)

FINANCING ACTIVITIES

Loans                                              2,575           28,291
Sale of Common Stock                             207,113           75,000
Repayment of Loans                               (65,598)               0
Repayment of Loans with stock                        907                0
Net Cash Provided by Financing Activities        144,997          103,291

INVESTING ACTIVITIES

Loss on Asset Dispositions                             0           27,435
Net Cash Provided by Investing
Activities                                             0           27,435
Increase (Decrease) in Cash and
Cash Equivalents                                  16,663             (333)
Cash and Cash Equivalents at
Beginning of Period                              172,356            7,421
Cash and Cash Equivalents at
End of Period                                    189,019            7,088

See accompanying notes to consolidated financial statements

                               JUSTWEBIT.COM, INC.
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)

NOTE 1.  BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have
been prepared in accordance with generally accepted accounting
principals for interim financial information and with the
instructions to Form 10-QSB and Item 310 of Regulation S-B.
Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principals
for complete financial statements.  In the opinion of the
Company's management, all adjustments (consisting of normal
accruals) considered necessary for a fair presentation of these
financial statements have been included.

NOTE 2.  CAPITALIZATION

The Company was incorporated in the State of Nevada on July 24,
1984 and authorized 200,000,000 shares of $0.001 par value common
stock.  On March 16, 1994 the Company effected a 1 share for 30
share reverse stock split.  The split reduced the total
outstanding shares from 32,272,000 to 1,075,807.  On March 16,
1994 the Company issued 6,500,000 shares of post reverse-split
stock to Marrco Communications, Inc. in the conjunction with the
purchase of all of Marrco's assets and the assumption of all of
Marrco's liabilities.

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.

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

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.

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

NOTE 3.  RELATED PARTY TRANSACTIONS

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

On February 8, 2001, the Company converted all amounts owed to
Jon Richard Marple, then the Company's Chairman and president,
and to Jon H. Marple, his father, into Convertible Debentures
(the "Debentures").  These amounts were equal to $149,874 and
$110,075, respectively.  The terms of these Debentures delayed
any interest from accruing until May 31, 2001.  At this time the
interest rate is 8%.  At any time from May 31, 2001 until the
Debentures are paid in full, the holders may convert any portion
of the outstanding balance, including accrued interest, at a rate
equal to 80% of the average closing bid price for the five days
prior to the conversion date.

NOTE 4.  INCOME TAXES

The Company has available at March 31, 2001, net operating loss
carryforwards of approximately $4.8 million which may provide
future tax benefits expiring beginning in June of 2006.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.

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

The Registrant offers a host of e-commerce solutions designed to
target and assist small to mid-sized businesses to effectively
sell their products online.  The foundation of the Registrant's
business is a free and instant e-commerce solution for existing
or new web sites through technology that allows businesses to
easily build and maintain complete e-commerce web sites.  The
system allows simple point-and-click site creation, catalog
deployment and interfacing merchant accounts.  As of March 31,
2001, the Registrant had in excess of 20,000 customers that have
signed up for this service.  The Registrant generates revenues
from its customer base by selling a host of product upgrades and
services as well as through the sale of banner advertisements.

The Registrant is poised to unveil a new domain registration
platform that is anticipated to increase revenues later in the
current fiscal year.  This platform will enable the Registrant to
offer inexpensive domain name registrations to all of its
customers.  The combination of the Registrant's free e-commerce
builder with an inexpensive domain name registration should
continue to increase the Registrant's customer base.

Results of Operations.

(a)  Revenues.

The Registrant reported $48,309 in gross income for the
current quarter.  This represents a 58% decrease from the quarter
ended March 31, 2000 which generated revenues of $113,930.  The
decrease in revenues was a result of staff reductions and halting
of any marketing efforts until the Registrant fully implements
the new technologies and strategies for its anticipated future growth.

(b)  Selling, General and Administrative Expenses.

The current quarter's loss was attributable
selling, general and administrative ("SG&A") expenses of which
salaries and professional services made up the largest portion.
The salaries for the current quarter totaled $56,741, this
represented 47% of total SG&A costs of $119,770.  Salaries in the
same quarter in the previous year were $176,575, or 34% of SG&A
costs of $521,273.  Professional fees and outside services in the
current quarter totaled $24,485, or 20% of SG&A costs.
Professional fees of $171,022 (33% of SG&A costs) were incurred
in the quarter ended March 31, 2000.  The dramatic decrease in
expenditures was as a result of staff reductions and a
redirection of the Registrant's efforts.  The Registrant is
currently redirecting its efforts towards delivering products and
services that will immediately increase revenues, as opposed to
the previous strategy of giving away services in hopes of later
selling upgrades.  The Registrant did not incur any advertising
or marketing costs in the current quarter, compared with total
advertising and marketing costs of $91,330 (18% of total SG&A
costs) in the quarter ended March 31, 2000.

(c)  Depreciation and Amortization.

Depreciation and amortization for the three months ended
March 31, 2001 was $1,298.  This is substantially lower than the
depreciation and amortization of $2,873 expensed in the three
months ended March 31, 2000.

(d)  Interest Expense.

The Registrant incurred interest charges (net of interest
income) of $17,683 in the three months ended March 31, 2001,
compared with such charges of  $8,355 in the three months ended
March 31, 2000.  Nearly all of the current quarter's interest
expense is in the accrual on the amount owed to Newport
Financial, which is accruing at a rate of 24% per annum (the
default rate under the note).  See "Certain Indebtedness" below.

(e)  Income Tax Benefit.

For the three months ended March 31, 2001, the Registrant had
available net operating loss carryforwards of approximately $4.8
million which may provide future tax benefits expiring beginning
in June of 2006; this compares with net operating loss
carryforwards of approximately $4.7 million the previous year's
period.  Approximately $1,000,000 of this net operating loss was
carried forward from the business of Marrco and is limited under
Internal Revenue Code Section 381.  This limits the use of this
portion of the Registrant's net operating loss carryforward to
approximately $70,000 per year.  The Registrant has not
recognized any of this tax benefit as an asset due to uncertainty
of future income.

(f)  Net Loss.

The Registrant reported a net loss of $110,631 for the three
months ended March 31, 2001.  This is compared to a net loss of
$375,509 for the three months ended March 31, 2000.

Liquidity and Capital Resources.

The Registrant currently has total current assets of $7,088
and total current liabilities of $616,250, resulting in net
working capital deficit of $609,162.   Approximately 42% of total
current liabilities, or $259,970, represent convertible
debentures payable to shareholders.  The Registrant is currently
in negotiations for additional capital to finance its future
growth plans.

Certain Indebtedness.

(a)  Newport Federal Financial.

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

(b)  Jon Richard Marple and Jon H. Marple.

On February 5, 2001, the Registrant converted all amounts owed to
Jon Richard Marple, then the Company's chairman and president,
and to Jon H. Marple, his father, into convertible debentures
("Debentures") (see Exhibit 4.3 to this Form 10-QSB).  These
amounts were equal to $149,874 and $110,075, respectively.  The
terms of these Debentures delayed any interest from accruing
until May 31, 2001.  At this time the interest rate is 8%.  At
any time from May 31, 2001 until the Debentures are paid in full,
the holders may convert any portion of the outstanding balance,
including accrued interest, at a rate equal to 80% of the average
closing bid price for the five days prior to the conversion date.

Inflation.

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

Other.

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

Forward Looking Statements.

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

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

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

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

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

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

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

Sales of Unregistered Securities.

(a)  In January 2001, Pelham Associates, Inc. purchased
1,000,000 shares of the Registrant's common stock for $75,000
($0.075 per share).

(b)  In January 2001, the Registrant issued a total of 300,000
shares of common stock to the three then existing directors of
the company for services rendered.

(c)  In February 2001, the Registrant issued two unregistered
debentures in payment for certain funds owed by the Registrant.
See "Managements Discussion and Analysis of Financial Condition
and Results of Operations - Certain Indebtedness."

(d)  In February 2001, the Registrant issued 5,000,000 shares of
common stock in connection with the an Exclusive Product License
and Distribution Agreement between the Registrant and Pelham
Associates, Inc.

No commissions or fees were paid in connection with these
sales.  All of the these sales were undertaken pursuant to the
limited offering exemption from registration under the Securities
Act of 1933 as provided in Regulation D as promulgated by the
U.S. Securities and Exchange Commission.  In addition, all the
sales were made only to accredited investors

Use Proceeds.

Not applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

Not Applicable.

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

None

ITEM 5.  OTHER INFORMATION.

None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

Exhibits.

Exhibits included or incorporated by reference hereinare set
forth in the attached Exhibit Index.

Reports on Form 8-K.

A Form 8-K was filed on March 2, 2001 to reflect the following:

(a)  Acquisition of Assets.

On February 16, 2001, the Registrant entered into an
Exclusive Product License and Distribution Agreement
("Agreement") with Pelham Associates, Inc. (attached as Exhibit
10 to this Form 10-QSB).  The Agreement grants to the Registrant
the exclusive license to software and documentation known as
Domain Name Registration SDK and Branding Kit ("Product"),
thereby transferring to the Registrant all of Pelham's rights to
manufacture, distribute or otherwise utilize the Product.  The
purchase price for this license is 5,000,000 shares of restricted
shares of common stock of the Registrant, which was paid in
February 2001.

(b)  Other Events.

Gary Borglund, a member of the Board of Directors of the
Registrant, has replaced Jon Richard Marple as President of the
Registrant.  Furthermore, Mr. Marple has resigned from the Board
of Directors.

                               SIGNATURE

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


                                     JustWebIt.com, Inc.



Dated: May 14, 2001                  By: /s/  Gary Borglund
                                     Gary Borglund, President

                               EXHIBIT INDEX

Exhibit                          Description
No.

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

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

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

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

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

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

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

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

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

4.3   Debenture Agreement executed by the Registrant in favor of
      Jon Richard Marple and Jon H. Marple, dated February 8, 2001 (see
      below).

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

21    Subsidiaries of the Registrant (incorporated by reference to
       Exhibit 21 of the Form 10-KSB filed on April 13, 2001).

                                  EX-4.3

                           DEBENTURE AGREEMENT

This Debenture Agreement is executed this 8th day of February
2001 by JustWebIt.com, Inc. (the "Company") and sets forth the
terms, conditions, restrictions, rights and obligations of the
Company and the registered holders of the Company's 8%
Convertible Debentures (the "Debentures").

The Debentures are general unsecured obligations of the Company
and convertible into Common Stock as described below.  The
Debentures are issued in payment of certain outstanding
liabilities of the Company, specifically, $149,874 owed to Jon R.
Marple and $110,075 owed to Jon H. Marple, as authorized by the
Board of Directors and that certain Exclusive License Agreement
between the Company and Pelham Associates, Inc. The Debentures
are limited to a $259,949 aggregate principal amount and will be
issued in fully registered form, as set forth as Exhibit A and
Exhibit B to this Debenture Agreement, in denominations of
$149,874 and $110,075, and will mature on May 31, 2001.

PAYMENT; PRINCIPAL AND INTEREST

The Debentures will bear interest from May 31, 2001 at 8% per
annum, payable yearly, until the Debentures are paid in full,
subject to certain exceptions in the case of conversion of such
Debentures prior to the applicable interest payment date.
Interest will be computed on the basis of a 360-day year
comprised of  30 day months.

Principal and interest on the Debentures will be payable, and the
transfer of Debentures will be registerable, and the Debentures
may be presented for conversion, at the office or agency of the
Company maintained for such purposes in the City of Salt Lake
City, State of Utah or at such other place either within or
without the State of Utah where the principal business of the
Company is being conducted, as set forth in a notice to the
Debenture holder within 10 business days of such relocation.   In
addition, payment of interest may, at the option of the Company,
be made by check mailed to the address of the person entitled
thereto as it appears on the Debentures' register.

No service charge will be made for any registration or transfer
or exchange of Debentures, but the Company may require payment of
a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.  The Company is not required to
exchange or register the transfer of (i) any Debenture for a
period of 15 days next preceding any selection of Debentures to
be redeemed, (ii) any Debenture or portion thereof selected for
redemption, or (iii) any Debenture or portion thereof surrendered
for conversion.

Except as set forth below, there are no financial covenants or
restrictions on the payment of dividends by the Company, the
incurrence of indebtedness, or the issuance of securities by the
Company.  There are no covenants or other provisions to afford
protection to holders of the Debentures in the event of a highly
leveraged transaction or a change in control of the Company
except to the extent described below.

CONVERSION

The Holder of any Debenture will be entitled at any time from May
31, 2001 until the Debentures are paid in full, subject to prior
redemption, to convert any Debentures or portions thereof into
common stock of the Company, $.001 par value (the "Common
Stock"), at the conversion price set forth below and subject to
adjustment as described below.

Except as described below, no adjustment will be made on
conversion of any Debentures for interest accrued thereon or for
dividends on any Common Stock issued.  The Company is not
required to issue fractional shares of Common Stock upon
conversion of Debentures and, in lieu thereof, will pay a cash
adjustment, if necessary.

The right of conversion attached to any Debenture may be
exercised by the Holder delivering the Debenture at the specified
office of a conversion agent, accompanied by a duly signed and
completed notice of conversion.  The "Conversion Date" shall be
the date on which the Debenture, the duly signed and complete
notice of conversion and any funds that may be required as
described in the preceding paragraph shall have been so
delivered.  A Holder delivering a Debenture for conversion will
not be required to pay any taxes or duties payable in respect of
the issue or delivery of Common stock on conversion, but will be
required to pay any tax or duty which may be payable in respect
of any transfer involved in the issue or delivery of the Common
Stock in the name other than that of the Holder of the Debenture.
Certificates representing shares of Common Stock will not be
issued or delivered unless all taxes and duties, if any, payable
by the Holder have been paid.

CONVERSION PRICE

The conversion price is equal to 80% of the average Closing Bid
Price for the five trading days prior to the Conversion Date
subject to adjustment in certain events, including: (i) the
issuance of Common Stock as a dividend or distribution on Common
Stock; (ii) certain subdivisions and combinations of the Common
Stock; (iii) the issuance to all holders of Common Stock of
certain rights or warrants to purchase Common Stock (provided
that the conversion price will be readjusted to the extent that
such rights or warrants are not exercised prior to the expiration
thereof); (iv) the distribution to all holders of Common Stock of
shares of capital stock of the Company or evidences of
indebtedness of the Company or assets (including securities, but
excluding those rights, warrants, dividends and distributions
referred to above or paid in cash); (v) distributions of cash,
excluding any quarterly cash dividend on the Common Stock to the
extent that the aggregate cash dividend per share of Common Stock
in any quarterly period does not exceed the greater of (x) the
amount per share of Common Stock of the next preceding cash
dividend on the Common Stock, to the extent that such preceding
dividend did not require any adjustment of the conversion price
pursuant to this clause (v), and excluding any dividend or
distribution in connection with the liquidation, dissolution or
winding up of the Company; and (vi) payment in respect of a
tender offer or exchange offer by a person other than the Company
in which, as of the closing date of the offer, the Board of
Directors is not recommending rejection of the offer.  In the
event of a distribution to substantially all holders of Common
Stock of rights to subscribe for additional shares of the
Company's capital stock as provided in clause (iii) above, the
Company may, instead of making any adjustment in the conversion
price, make proper provision so that each Holder of a Debenture
who converts such Debenture after the record date for such
distribution and prior to the expiration or redemption of such
rights shall be entitled to receive upon such conversion,
addition to shares of Common Stock, an appropriate numbers of
such rights.  If an adjustment is required to be made as set
forth in clause (v) above as result of a distribution that is not
a quarterly dividend, such adjustment would be based upon the
full amount of the distribution.

For purposes of this Debenture, the term "Closing Bid Price"
means for the Common Stock, as of any date, (i) the closing bid
price on the principal securities exchange or trading market
where the Company's Common Stock is listed or traded, as reported
by Bloomberg, L.P. ("Bloomberg") or The Wall Street Journal (the
"Journal") (or, if not so reported, as otherwise reported by The
Nasdaq Smallcap Market) or, (ii) if applicable, the closing bid
price of the Common Stock in the over-the-counter market on the
electronic bulletin board for such security as reported by
Bloomberg or the Journal, or, if no closing bid price is reported
for the Common Stock by Bloomberg or the Journal, then the
average of the bid prices of any market makers for such security
as reported in the "pink sheets" by the National Quotation
Bureau, Inc.  If the Closing Bid Price of the Common Stock cannot
be calculated on such date on any of the foregoing bases, the
Closing Bid Price of the Common Stock on such date shall be the
fair market value as mutually determined by the Company and the
Registered Holder.  "Trading day" shall mean any day on which the
Company's Common Stock is traded for any period on the principal
securities exchange or other securities market on which the
Common Stock is then being traded.

In the case of (i) any reclassification of the Common Stock or
(ii) a consolidation, merger or combination involving the Company
or sale or conveyance to another person of the property and
assets of the Company as an entirety or substantially as an
entirety, in each case, as a result of which holders of Common
Stock shall be entitled to receive stock, other securities, other
property or assets (including cash) with respect to or in
exchange for such Common Stock, the holders of the Debentures
then outstanding will generally be entitled thereafter to convert
such Debentures for the kind and amount of shares of stock, other
securities, other property or assets (including cash) which they
would have owned or been entitled to receive upon such
reclassification, consolidation, merger, combination, sale or
conveyance had such Debentures been converted into Common stock
immediately prior to such reclassification, consolidation,
merger, combination, sale or conveyance, assuming that such
Holder would not have exercised any rights of election as to the
stock, other securities, other property or assets (including
cash) receivable in connection therewith.

In the event of a taxable distribution to holders of Common Stock
(or other transaction) which results in any adjustment of the
conversion price, the holder may, in certain circumstances, be
deemed to have received a distribution subject to the United
States income tax as a dividend; in certain other circumstances,
the absence of such an adjustment may result in taxable dividend
to the holders of Common Stock.

The Company from time to time may, to the extent permitted by
law, reduce the conversion price by any amount for any period of
at least 20 days, in which case the Company shall give at least
15 days' notice of such reduction, if the Board of Directors of
the Company determines it is in the best interest of the Company,
which determination shall be conclusive.  The Company may, at its
option, make such reductions in the conversion price, in addition
to those set forth above, as the Board of Directors of the
Company deems advisable to avoid or diminish any income tax to
holders of Common Stock resulting from any dividend or
distribution of stock (or rights to acquire stock) or from any
event treated as such for income tax purposes.

No adjustment in the conversion price will be required unless
such adjustment would require a change of at least 1% in the
conversion price then in effect; provided that any adjustment
that would otherwise be required shall be carried forward and
taken into account in any subsequent adjustment.  Except as
stated above, the conversion price will not be adjusted for the
issuance of Common Stock or any securities convertible into or
exchangeable for Common Stock or carrying the right to purchase
any of the foregoing.

PREPAYMENT PROVISIONS

As of February 8th, 2001, the Company owed approximately $280,000
to Newport Federal Financial, due July 2, 2001 at an interest
rate of eight (8) percent per annum.  Under the terms of this
Debenture and the Exclusive License Agreement with Pelham
Associates, Inc., from the date of this Debenture Agreement, it
is understood that one-half of any and all capital raised for the
business operations of the Company, after subtracting for fees
related to the raising of capital, will be paid to Newport
Federal Financial first, and then to each of the Debentures
equally, until such debts have been paid in full.

SUBORDINATION

Except as set forth above, the indebtedness evidenced by the
Debentures is senior to any other indebtedness that the Company
can create, incur, assume or guarantee. Upon any distribution of
assets of the Company upon any dissolution, winding up,
liquidation or reorganization (including any of the foregoing as
a result of bankruptcy or moratorium of payment), the payment on
account of the principal of, and interest on other indebtedness,
if any, is to be subordinated in right of payment to the prior
payment or conversion in full of the Debentures.

By reason of the subordination provisions described above, in the
event of the Company's bankruptcy, dissolution or reorganization,
holders of Debentures may receive more, ratably, than the other
creditors of the Company.

In the event that, notwithstanding the foregoing, if any other
holder of indebtedness receives any payment or distribution of
assets of the Company of any kind in contravention of any of the
subordination provisions, whether in cash, property or
securities, including, without limitation, by way of set-off or
otherwise, before all the Debentures are paid or redeemed in
full, then such payment or distribution will be held by the
recipient in trust for the benefit of holders of Debentures or
their representative or representatives to the extent necessary
to make payment in full of all Debentures remaining unpaid, after
giving effect to any concurrent payment or distribution, or
provision therefore, to or for the holders of Debentures.

The term "Indebtedness" means, with respect to any Person (as
defined as an individual or entity recognized by law), and
without duplication, (a) all indebtedness, obligations and other
liabilities (contingent or otherwise) of such Person for borrowed
money (including obligations of the Person in respect of
overdrafts, foreign exchange contracts, currency exchange
agreements, interest rate protection agreements, and any loans or
advances from banks, whether or not evidenced by debentures or
similar instruments) or evidenced by bonds, debentures or similar
instruments (whether or not the recourse of the lender is to the
whole of the assets of such Person or to only a portion thereof),
(b) all reimbursement obligations and other liabilities
(contingent or otherwise) of such Person with respect to letters
of credit, bank guarantees or bankers acceptances, (c) all
obligations and liabilities (contingent or otherwise) in respect
of leases of such Person required, in conformity with generally
accepted accounting principles, to be accounted for as
capitalized lease (contingent or otherwise) under any lease or
related document (including a purchase agreement) in connection
with the lease of real property or improvements thereon which
provides that such Person is contractually obligated to purchase
or cause a third party to purchase the leased property and
thereby guarantee a minimum residual value of the leased property
to the lessor and the obligations of such Person under such lease
or related document to purchase or to cause a third party to
purchase such leased property, (d) all obligations of such Person
(contingent or otherwise) with respect to an interest rate or
other swap, cap or collar agreement or other similar instrument
or agreement or foreign currency hedge, exchange, purchase or
similar instrument or agreement, (e) all direct or indirect
guarantees or similar agreements by such Person in respect of,
and obligations or liabilities (contingent or otherwise) of such
Person to purchase or otherwise acquire or otherwise assure a
creditor against loss in respect of, indebtedness, obligations or
liabilities of another Person of the kind described in clauses
(a) through (d), (f) any indebtedness or other obligations
described in clauses (a) through (d) secured by any mortgage,
pledge, lien or other encumbrance existing on property which is
owned or held by such Person, regardless of whether the
indebtedness or other obligation secured thereby shall have been
assumed by such Person, and (g) any and all deferrals, renewals,
extensions and refunding of, or amendments, modifications or
supplements to, any indebtedness, obligation or liability of the
kind described in clauses (a) through (f).  Notwithstanding the
foregoing, AIndebtedness@ shall not include any account payable
or other accrued current liability or obligation incurred in the
ordinary course of business in connection with the obtaining to
materials or services.

MERGERS AND SALES OF ASSETS BY THE COMPANY

The Company may not consolidate with or merge into any other
Person (in a transaction in which the Company is not the
surviving entity) or transfer or lease its properties and assets
substantially as an entirety to a Person unless (i) the Person
formed by such a merger or into which the Company is merged or
the Person to which the properties and assets of the Company are
so transferred or leased shall be a corporation, limited
liability company, partnership or trust organized under the laws
of the United States of America and any political subdivision
thereof and shall expressly assume the payment of the principal
of, premium, if any, and interest on the Debentures and the
performance of every obligation to the Debenture holders as would
otherwise be required to be performed or observed on the part of
the Company, (ii) no default and no Event of Default shall have
occurred and be continuing as a result of such consolidation,
merger, transfer or lease and (iii) certain other conditions are met.

EVENTS OF DEFAULT

The following will be Events of Default: (i) failure to pay
principal on any Debenture (including the payment of any) when
due on May 31, 2001; (ii) failure to pay any interest on any
Debenture when due continuing for 10 days; (iii) failure to
perform any other obligation of the Company with respect to the
Debentures, continuing for 10 days after written notice has been
received from a registered Debenture Holder; and (iv) certain
events of bankruptcy, insolvency or reorganization.

The Company shall, within 10 days after the occurrence of a
default, give to the registered holders of the Debentures notice
of all uncured defaults known to it, but the Company shall be
protected in withholding such notice if it in good faith
determines that the withholding of such notice is in the best
interest of such registered holders, except in the case of a
default in the payment of the principal of, or premium, if any,
or interest on, any of the Debentures when due or in the payment
of any redemption or repurchase obligation.

If any Event of Default shall have occurred and be continuing,
the holders of not less than 25% in principal amount of the
Debentures then outstanding by notice to the Company may declare
the principal of and premium, if any, and principal of any
Debentures (which shall have become due by acceleration) due and
payable immediately. Such declaration may be canceled and past
defaults may be waived by the holders of a majority in principal
amount of Debentures then outstanding.  If any Event of Default
resolution from certain events of bankruptcy, insolvency or
reorganization were to occur, all unpaid principal of and accrued
interest on the outstanding Debentures will become due and
payable immediately without any declaration or other act on the
part of any holders of Debentures, subject to certain limitations.

The holders of a majority in principal amount of the outstanding
Debentures may direct the time, method and place of conducting
any proceeding for any remedy available to the Company.  Before
proceeding to exercise any right or power of such holders, the
Company shall be entitled to receive from such holders reasonable
security or indemnity against the costs, expenses and liabilities
which might be incurred by it in complying with any such
direction.  The right of a holder to institute a proceeding is
subject to certain conditions precedent, including the written
notice by such holders of an Event of Default and an offer of
indemnity to the Company, along with the written request by the
holders of not less than 25% in principal amount of the
outstanding Debentures that such a proceeding be instituted, but
the holder has an absolute right to institute suit for the
enforcement of payment of the principal of, and premium, if any,
and interest on, such holder's Debentures when due and to enforce
such holder's right to convert such Debentures.

The holders of not less than a majority in principal amount of
the outstanding Debentures may on behalf of the holders of all
Debentures waive any past defaults, except (i) a default in
payment of the principal of, or premium, in any, or interest on,
any Debenture (including the payment of any redemption or
repurchase price) when due, (ii) a failure by the Company to
convert any Debentures into Common Stock or (iii) in respect of
certain provisions of the Indenture which cannot be modified or
amended without the consent of the holder of each outstanding
Debenture affected thereby.

The rights of the holders of each outstanding Debenture upon
default, as set forth above, are in addition to the rights
granted under this Debenture Agreement and an event of default
and/or action taken thereunder by the holders shall not be
construed as a waiver of such rights.

SEVERABILITY

If one or more provisions of this Agreement are held to be
unenforceable under applicable law, then (a) such provision shall
be excluded from this Agreement, (b) the balance of the Agreement
shall be interpreted as if such provision were so excluded and
(c) the balance of the Agreement shall be enforceable in
accordance with its terms.

Further, the rights granted under this Agreement are independent
from the Exclusive License Agreement with Pelham Associates, Inc.
and remain valid and in full force and effect regardless of
whether the Exclusive License Agreement is executed, terminated
and/or modified.

GOVERNING LAW

The Debentures will be governed by and construed in accordance
with the laws of the States of Nevada.

IN WITNESS WHEREOF, the Debenture Agreement has been executed by
a duly authorized officer of the Company on the 8th day of
February, 2001.

JUSTWEBIT.COM, INC.


By: /s/  Jon Richard Marple
Name: Jon Richard Marple
Title: President

                                   EXHIBIT A

THE SECURITY EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR ANY STATE SECURITIES LAWS.

JUSTWEBIT.COM, INC. 8% CONVERTIBLE DEBENTURE

No.: 1

$149,874

JustWebIt.com, Inc., a corporation duly organized and validly
existing under the laws of the State of Nevada (herein called the
"Company"), for value received hereby promises to pay to Jon R.
Marple or registered assigns (the "Holder"), the principal sum of
One Hundred Forty Nine Thousand Eight Hundred Seventy-Four
Dollars ($149,874.00) on May 31, 2001, in such coin or currency
of the United States of America as at the time of payment shall
be legal tender for the payment of public and private debts, and
to pay interest, yearly, commencing May 31, 2001 on said
principal sum, in like coin or currency, at the rate per annum of
8%, from May 31, 2001, until the Debenture is paid in full.

Interest shall be paid by check mailed to the registered address
of such Holder.  Reference is made to the further provisions of
this Debenture as set forth on the reverse hereof, including,
without limitation, provisions subordinating the payment of
principal and provisions giving the holder of this Debenture the
right to convert this Debenture into Common Stock of the Company
on the terms and subject to the limitations referred to on the
reverse hereof and as more fully specified in the Debenture
Agreement.  Such further provisions shall for all purposes have
the same effect as though fully set forth at this place.

IN WITNESS WHEREOF, the Company has caused this Debenture to be
duly executed as of February 8, 2001.

JUSTWEBIT.COM, INC.


By: /s/  Jon Richard Marple
Name: Jon Richard Marple
Title: President

[FORM OF REVERSE OF 8% CONVERTIBLE DEBENTURE]

This Debenture is one of a duly authorized issue of Debentures of
the Company, designated as its 8% Convertible Debenture, limited
to the aggregate principal amount of $259,949 all issued or to be
issued under and pursuant to a Debenture Agreement dated as of
February 8, 2001 to which Debenture Agreement reference is hereby
made for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Company and
the holders of these Debentures.

CONVERSION NOTICE TO JUSTWEBIT.COM, INC.

The undersigned registered owner of this Debenture hereby
irrevocable exercises the option to convert this Debenture into
shares of Common Stock of JustWebIt.com, Inc. in accordance with
the terms of the Debenture Agreement referred to herein, and
directs that the shares issuable and deliverable upon such
conversion be issued and delivered to the registered holder
hereof unless a different name has been indicated below.

Dated: ________________
(Signature) ____________________________________________

(Name) _______________________________________________
(Street Address) ________________________________________
(City, State and Zip Code) ________________________________
Taxpayer Identification Number: ___________________________

                                  EXHIBIT B

THE SECURITY EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR ANY STATE SECURITIES LAWS.

JUSTWEBIT.COM, INC. 8% CONVERTIBLE DEBENTURE

No.: 2

$110,075

JustWebIt.com, Inc., a corporation duly organized and validly
existing under the laws of the State of Nevada (herein called the
"Company"), for value received hereby promises to pay to Jon H.
Marple or registered assigns (the "Holder"), the principal sum of
One Hundred Ten Thousand Seventy Five Dollars ($110,075.00) on
May 31, 2001, in such coin or currency of the United States of
America as at the time of payment shall be legal tender for the
payment of public and private debts, and to pay interest, yearly,
commencing May 31, 2001 on said principal sum, in like coin or
currency, at the rate per annum of 8%, from May 31, 2001, until
the Debenture is paid in full.

Interest shall be paid by check mailed to the registered address
of such Holder.  Reference is made to the further provisions of
this Debenture as set forth on the reverse hereof, including,
without limitation, provisions subordinating the payment of
principal and provisions giving the holder of this Debenture the
right to convert this Debenture into Common Stock of the Company
on the terms and subject to the limitations referred to on the
reverse hereof and as more fully specified in the Debenture
Agreement.  Such further provisions shall for all purposes have
the same effect as though fully set forth at this place.

IN WITNESS WHEREOF, the Company has caused this Debenture to be
duly executed as of February 8, 2001.

JUSTWEBIT.COM, INC.


By: /s/  Jon Richard Marple
Name: Jon Richard Marple
Title: President

[FORM OF REVERSE OF 8% CONVERTIBLE DEBENTURE]

This Debenture is one of a duly authorized issue of Debentures of
the Company, designated as its 8% Convertible Debenture, limited
to the aggregate principal amount of $259,949 all issued or to be
issued under and pursuant to a Debenture Agreement dated as of
February 8, 2001 to which Debenture Agreement reference is hereby
made for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Company and
the holders of these Debentures.

CONVERSION NOTICE TO JUSTWEBIT.COM, INC.

The undersigned registered owner of this Debenture hereby
irrevocable exercises the option to convert this Debenture into
shares of Common Stock of JustWebIt.com, Inc. in accordance with
the terms of the Debenture Agreement referred to herein, and
directs that the shares issuable and deliverable upon such
conversion be issued and delivered to the registered holder
hereof unless a different name has been indicated below.

Dated: ________________
(Signature) ____________________________________________
(Name) _______________________________________________
(Street Address) ________________________________________
(City, State and Zip Code) ________________________________
Taxpayer Identification Number:___________________________