The Company considers Mr. Dorian Reed, age 44, a principal stockholder, to be 
a key person who provides services to the Company. In 1994 Mr. Reed was 
engaged in internet consulting and research, primarily studying internet 
market trends for not-for-profit entities.  The business Mr. Reed was involved 
in was incorporated in January 1995 as Angel Industries, Inc.  Mr. Reed became 
an employee of Angel Industries until a new business, incorporated in 1995 by 
the President of Angel Industries, Inc., called Internet Business Broadcasting 
("IBB") became his employer.  See "Disclosure of Past Investigations Involving 
Dorian Reed".  Prior to Hitsgalore.com, Mr. Reed and Steve Bradford together 
owned I Wonder Technologies, a now-dormant business that focused on satellite 
applications for long distance learning and the transmission of voice, data, 
video and the internet. 

<PAGE> 73

Disclosure of Past Investigations Involving Dorian Reed-

In 1995, Dorian Reed was employed by a new business called Internet Business 
Broadcasting ("IBB").  The original concept of IBB was to build web sites for 
small businesses and create an internet business mall for third party on-line 
retailers.

In late 1996, IBB started selling billboard space in IBB's internet business 
mall, and elsewhere on the IBB site, to companies wishing to advertise on the 
then new and growing internet.  IBB signed contracts with individuals who 
leased the on-line billboards and IBB would then seek advertisers to purchase 
the space on the leased billboards.  The proceeds generated by selling the 
advertising were to be split between IBB and the lessee of the billboard.  In 
mid-1997, after failing to adequately collect revenues from a sufficient 
number of customers, IBB shut down its business and dissolved.

In early 1998, the Federal Trade Commission ("FTC") filed a lawsuit against 
Tom Maher, former President of IBB, Audrey Reed, and Mr. Reed for failure to 
refund money to customers and allegedly misleading investors about the 
potential return on their investment.  In April, 1998, Mr. Reed filed an 
answer to the FTC complaint, pro se, denying all the allegations, and did not 
receive any subsequent correspondence from the government.

Mr. Reed says he was unaware any case was pending against him until stories 
appeared in the press and he was served with a default judgment at the 
Hitsgalore.com office in Rancho Cucamonga, CA on May 11, 1999.  The judgement 
served on Mr. Reed informed him that a federal judge in Baltimore issued an 
order in April, 1999 for he and his co-defendants to pay $613,110 to 100 
customers of IBB.

After being served on May 11, 1999, Mr. Reed immediately and pro-actively 
contacted the FTC through counsel regarding the matter.  As of May 20, 1999, 
Mr. Reed is exploring his legal options for resolving the dispute, including 
the possibility of appealing or vacating the judgment. 

In addition, the following incident involving Mr. Reed took place more than 5 
years ago, and the Company is under no obligation to include it in this 
filing.  In 1992, Mr. Reed was convicted at trial of wire fraud and unlawful 
use of access device and served a 10 month sentence in a federal prison camp 
and successfully completed the rest of his term on supervised release.  There 
were several counts amounting to approximately $2,800.00 in losses, plus court 
and other costs, which all have been paid.

This case did not involve the purchase or sale of any security.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth certain information regarding beneficial 
ownership of the Company's common stock as March 31, 1999 by each 
shareholder known by the Company to be a beneficial owner of more than five 
percent of the Company's common stock, by each of the registrant's named 
directors and executive officers, and by all directors and executive 
officers of the registrant as a group. Except as indicated in the footnotes 
to this table, the Company believes that the persons named in the table have 
sole voting and investment power with respect to all shares of common stock 
shown as beneficially owned by them.

      Name of                             Amount and Nature       Percent   
  Beneficial Owner                    of Beneficial Interest(1)  of Class(1)
----------------------                -------------------------  ---------  
Dorian Reed                                   28,150,000 (2)          59.9% 
Steve Bradford                                 6,100,000 (3)          13.0  
                                                                            
All Directors and Executive Officers                                        
  as a Group( 4 persons)                       6,130,000 (3)(4)       13.0  

(1) Based on information available to the Company, unless otherwise indicated 
such shares are owned of record by the named beneficial owner or the 
named beneficial owner and spouse, and represent sole voting and 
investment power. Such person's percentage ownership has been calculated 
assuming that all warrants and options held by such person that are 
exercisable within 6 months have been exercised. 
(2) Includes 2,000,000 shares owned by Audrey M. Reed, spouse of Mr. Reed. 
Mr. Reed disclaims beneficial ownership of these shares.
(3) Includes 2,250,000 and 1,850,000 shares, respectively, owned by Rose 
Grace Faith Holdings, LLC and Diana R. Bradford, spouse of Mr. Bradford. 
Rose Grace Faith Holdings, LLC is owned by Mr. Bradford and his minor 
children. Mr Bradford disclaims beneficial ownership of all of these 
shares with the exception of the shares owned by Rose Grace Faith 
Holdings, LLC.
(4) Includes the shares referred to in (3) and 10,000 shares awarded to each 
of Messrs. Price, Kaich and Grant for serving on the Company's Board of 
Directors (see "Item 10. - Directors and Executive Officers of the 
Registrant").