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Microcap & Penny Stocks : HITSGALORE.COM (HITT) -- Ignore unavailable to you. Want to Upgrade?

To: Mighty_Mezz who wrote (4764)	12/5/1999 11:52:00 AM
From: Janice Shell	Respond to of 7056

Good one! A proxy/prospectus, if containing full and proper disclosure, would read like a bashers manifesto. Just catching up here. Then I'll have some questions to ask Brenda and Jon over at RB. From the 8-K of 2/17/99: EX-2: Plan of Acquisition, Reorganization, Arrangement, Liquidation, or Succession, Section 2.05. Stock compensation. Except as otherwise approved by Hitsgalore.com, SCI will file a registration statement on Form S-8 covering the issue of up to two million shares to be used as compensation pursuant to exercise of options, approved by Hitsgalore.com, for consultants and professionals rendering services to SCI and Hitsgalore.com. To whom were these two million unrestricted shares issued? Please name names. Here's another: Sec. 2.06. Transaction costs. Each party shall pay all costs and expenses which it incurs in connection with this Agreement. Bruce Baker shall receive 2,000,000 shares of SCI following the Merger as compensation for his services in arranging the Merger. Exactly what services did Bruce Baker perform to warrant such an extraordinary compensation of what appears to be unrestricted stock in arranging this merger? And another: From the 10K, referring to the board: Melvyn L. Price, Jr. was elected to serve on the Board of Directors by the standing directors to fill vacancies on April 28, 1999. Since June 1998, Mr.Price has been Manager of Workstation Services for PCS Health Systems in Phoenix, AZ, and prior thereto, since August 1985, was Systems Administrator of Desktop Support for Electronic Data Systems. Phillip Lloyd Kaich was elected to serve on the Board of Directors by the standing directors to fill vacancies on April 28, 1999. Mr. Kaich has previously been an employee benefits insurance broker for certain major insurance companies and operated a company in the business of purchasing, installing and operating public payphones throughout southern California. For the past five years, Mr. Kaich has also been engaged in real estate sales and service. Since 1998, Mr. Kaich has been a franchisee and owner, operator of Red Carpet Inland Empire Realty, in Rancho Cucamonga, CA. Daniel Melvin Grant was elected to serve on the Board of Directors by the standing directors to fill vacancies on April 28, 1999. Since 1991, Mr. Grant has been the proprietor of D. Grant Glass, Crestline, CA., involved in the national sales and installation of glass and other products. Mr. Grant has been involved in numerous prominent construction projects, including the Getty Museum, the LA Coliseum and for Marriott Hotels, Sheraton Hotels and Macys, with as many as 54 skilled craftsman employees under his supervision. The members of the Company's audit committee include Messrs. Grant, Kaich, Price and a stockholder. It's extremely unusual for someone who is not on the board to be a member of the audit committee. WHO is the stockholder who is a member of the audit committee?