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Hitsgalore.com Announces Agreement in Principle for $100 Million Equity Investment
RANCHO CUCAMONGA, Calif.--(BUSINESS WIRE)--May 10, 1999-- Hitsgalore.com, Inc. (OTC BB:HITT - news) today announced that it has an agreement in principle with the Life Foundation Trust for an equity investment of $100 million at $25 per share.
Under the terms of the agreement in principle the Trust will transfer investment securities to Hitsgalore.com in exchange for 4 million shares of restricted common stock that the Trust will hold under a lock-up agreement. Completion of the transaction is subject to execution of definitive agreements and to due diligence and the confirmation of certain legal matters. Furthermore, authorization of the issuance of the additional shares will be submitted to the shareholders for approval.
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Hitsgalore.com Responds to Bloomberg Article
RANCHO CUCAMONGA, Calif.--(BUSINESS WIRE)--May 11, 1999-- Hitsgalore.com, Inc. (OTC BB:HITT), in response to a Bloomberg article, today stated that it stands by all documents filed on behalf of the company with the SEC.
Steve Bradford, CEO said, ''Based on an initial investigation conducted by management, I do not believe that the company has made any fraudulent filing with the SEC or has violated the representations and warranties in the merger agreement in any way, as implied in the article. However, we have appointed a committee of independent directors to fully investigate this matter.''
The Bloomberg article came as a shock to the Company. Mr. Reed has informed the company that, although he was aware that the FTC had initiated action in February, 1998, he thought the matter was resolved and he was unaware that the FTC had taken any further action or sought a judgement as described in the article. Mr. Reed stated: ''More than one year ago I received the complaint from the FTC. I personally responded without the aid of a lawyer and I denied all allegations. I have heard nothing since I responded and I assumed the matter was taken care of last spring.''
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Hitsgalore.com Announces Resignation of Dorian Reed
RANCHO CUCAMONGA, Ca.--(BUSINESS WIRE)--May 13, 1999-- Hitsgalore.com, Inc. (OTCBB-HITT), announced that Dorian Reed resigned as a director of the Company on Wednesday, May 12, 1999. Mr. Reed was not an officer of the Company. He is the largest shareholder and had developed much of the technology behind the website. The previously announced investigation is ongoing.
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Weiss & Yourman Retained to Pursue Class Action Claims
LOS ANGELES--(BUSINESS WIRE)--May 12, 1999--The following was released today by Weiss & Yourman:
Weiss & Yourman today announced that it has been retained by shareholders of Hitsgalore.com Inc. (OTC:HITT - news) to investigate and pursue class action claims on behalf of investors who purchased or otherwise acquired their shares of Hitsgalore securities between February 17, 1999 to May 11, 1999 and suffered damages thereby.
This retention arises out of yesterday's disclosure that the company knew and failed to disclose that its founder, Dorian Reed, along with two other individuals, had been ordered to pay over $600,000 to 100 customers for ''false claims made by Internet Business Broadcasting, a failed online advertising company they worked for.'' As a result of this disclosure, the company's stock price, which had recently skyrocketed from $1.88 a share to a high of $20.69, tumbled yesterday to $9.38 a share, for a loss of over 50% of its value in one day.
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Hitsgalore.com Inc. (NASDAQ:HITT - news) dropped $3.25, or 25%, to $8.75 after its founder, Dorian Reed, resigned as director of the Internet company following accusations he cheated customers in a previous job. Hitgalore.com told the SEC there were no suits or government inquiries involving any of its officers or employees before the Internet company's shares were listed in February. But a federal fraud investigation into Reed's alleged activities had been launched a year earlier. A federal judge ordered Reed and two co-defendants to pay $613,110 to 100 customers last month for false claims made by Internet Business Broadcasting, a failed online ad company they worked for. The FTC accused Reed and his co-defendants of sending junk e-mails, or 'spam.'
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SCOTTSDALE, Ariz.--(BUSINESS WIRE)--May 13, 1999--The Life Foundation Trust Thursday announced it is fulfilling its $100 million commitment to hitsgalore.com inc. (OTC BB: HITT) pending on the Shareholders approval of the issuance of the additional shares.
Life Foundation Trust owns the Production Rights to several producing oil and gas leases in Central Texas. With the recent increase in the price of oil and gas, the production on these leases created a cash flow of over $1.5 million this past month.
These prime oil and gas fields in Central Texas have proven reserves as shown in several Geological Reports and Reserve Analysis, giving a complete Geological Engineering Report.
All Reserve calculations are based on proved reserves available, using the standard definition of proved reserves as defined by the Society of Petroleum Engineers (SPE INC.).
Jeanette Wilcher, Trustee stated, ''In light of the recent drop in the market value of the stock we are renegotiating for a more favorable price to the Trust of $20.00 per share; the hitsgalore.com inc. stock will be acquired in exchange for a joint venture with Life Foundation Trust for the Production Rights of said Leases.''
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Schiffrin & Barroway, LLP Announces Class Periods for Class Action Complaints
BALA CYNWYD, Pa.--(BUSINESS WIRE)--May 14, 1999--The following was released today by Schiffrin & Barroway, LLP.
Notice to purchasers of the following securities for the following class periods:
CORPORATION CLASS PERIOD
Hitsgalore.com, Inc. (OTC: HITT - news) 04/16/99-05/11/99
Iridium World Communications (NASDAQ: IRID - news) 09/09/98-03/29/99
McKesson HBOC, Inc. (NYSE: MCK - news) 10/19/98-04/27/99
Network Associates, Inc. (NASDAQ: NETA - news) 01/20/98-04/19/99
Osicom Technologies, Inc. (NASDAQ: FIBR - news) 07/02/98-04/20/99
Software AG Systems, Inc. (NYSE: AGS - news) 11/18/97-04/02/99
You should be aware that class action complaints involving the securities of the above companies were filed on behalf of investors by the law firm of Schiffrin & Barroway, LLP, often in cooperation with other major experienced securities firms.
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Friday May 14, 8:18 pm Eastern Time
Company Press Release
Hitsgalore.com Named in Class Action Lawsuit Filed by Weiss & Yourman
LOS ANGELES--(BUSINESS WIRE)--May 14, 1999--Weiss & Yourman Friday announced that it has filed a securities fraud class action complaint against Hitsgalore.com Inc. (OTC BB:HITT - news) on behalf of shareholders who purchased or otherwise acquired their shares of Hitsgalore securities between Feb. 17, 1999, and May 13, 1999, and suffered damages thereby.
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Stull, Stull & Brody Announces Class Periods for Class Action Complaints
LOS ANGELES--(BUSINESS WIRE)--May 17, 1999--The following was announced today by Stull, Stull & Brody:
Notice to purchasers of the following securities for the following class periods: (NASDAQ:COMS - news), (NASDAQ:FVCX - news), (OTC:HITT - news), (NYSE:MCK - news), (NASDAQ:NETA - news), (NASDAQ:FIBR - news), and (NASDAQ:SCUR - news).
CORPORATION CLASS PERIOD ----------- ------------ 3Com Corporation (NASDAQ:COMS - news) 09/22/98 - 03/02/99
FVC.com, Inc. (NASDAQ:FVCX - news) 01/21/99 - 04/06/99
Hitsgalore.com Inc. (OTC:HITT - news) 02/17/99 - 05/13/99
McKesson HBOC, Inc. (NYSE:MCK - news) 04/14/98 - 04/28/99 (Including those who held the common stock of McKesson Corp. as of January 12, 1999)
Network Associates, Inc. (NASDAQ:NETA - news) 01/20/98 - 04/19/99
Osicom Technologies, Inc. (NASDAQ:FIBR - news) 07/01/98 - 04/20/99
Secure Computing Corp. (NASDAQ:SCUR - news) 11/10/98 - 03/31/99
You should be aware that class action complaints in the above-referenced matters were filed on behalf of investors by the law firm of Stull, Stull & Brody. To find out more about these actions, please visit our website at www.secfraud.com or contact Stull, Stull & Brody directly by calling toll free 1-888-388-4605 or via e-mail at secfraud@secfraud.com.
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Hitsgalore.com, Inc. Named in Shareholder Class Action Suit Filed by the Pomerantz Firm
NEW YORK, June 14 /PRNewswire/ -- Pomerantz Haudek Block Grossman & Gross LLP (http://www.pomlaw.com) filed a class action lawsuit in United States District Court for the Central District of California, Western Division, against Hitsgalore.com, Inc. (OTC Bulletin Board: HITT - news; the ''Company''), for securities fraud on behalf of all investors who acquired the Company's common stock during the period February 17, 1999 through and including May 27, 1999(the ''Class Period'').
The Complaint alleges that Hitsgalore and certain of its officers and directors violated Sections 10(b) and/or 20(a) of the Securities Exchange Act of 1934 as well as Rule 10b-5 promulgated thereunder by engaging in a scheme to defraud investors by disseminating false and misleading information about the Company's management and business condition. This false and misleading information served to artificially inflate the price of the Company's securities throughout the Class Period. On May 11, 1999 it was disclosed that the Company's founder, Dorian Reed, along with two other individuals, had been ordered by a federal judge to pay $613,110 to 100 customers for ''false claims made by Internet Business Broadcasting, a failed online advertising company they worked for.'' This disclosure caused the market price of Hitsgalore.com to plummet over 50 percent in a single day. Subsequently, the Company has announced that Dorian Reed served 10 months in a federal prison for wire fraud in 1992. In addition, it has been discovered that the Company's head of investor relations, Frank Pinizzito, also has a history of investor fraud. All told, the full disclosure of the Company's fraud has caused the stock to lose a staggering 75 percent from its pre-revelation price.
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Hitsgalore.com Finalizes Agreement for $100 Million Investment From Life Foundation Trust
RANCHO CUCAMONGA, Calif.--(BUSINESS WIRE)--June 15, 1999-- Hitsgalore.com, Inc. (OTC BB:HITT) today announced that it has received and accepted a Subscription Agreement from the Life Foundation Trust for an equity investment of $100 million for five million shares, or $20 per share. The Subscription Agreement formalizes an earlier Agreement in Principal between the parties.
Under the terms of the Subscription Agreement the Trust will pay $100 million cash to Hitsgalore.com within one year. The Subscription Receivable will be secured by an assignment of certain assets held by the Life Foundation Trust. The Subscription is a binding legal obligation of the Life Foundation Trust. The stock to be received by the Trust following shareholder approval will be restricted, and held by the Trust pursuant to a lock-up agreement.
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