<PAGE> 1

                                    FORM 10-Q

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES
     EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 1999

( )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER 0-26668

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

FLORIDA                                                 65-0036344
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(State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                        Identification No.)

10134 6TH Street, Suite J, Rancho Cucamonga, CA            91730
------------------------------------------------------------------------------
(Address of principal executive offices)                (ZIP Code)

Registrant's telephone number, including area code      (909) 481-8821
------------------------------------------------------------------------------

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) has  been  subject  to such  filing
requirements for the past 90 days. [X]Yes [ ] No

Number of shares  outstanding of the issuer's  Common Stock,  par value .001 per
share, as of September 30, 1999 - 49,984,675 shares.

<PAGE> 2

                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

                              HITSGALORE.COM, INC.
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                 September 30,      December 31,
                                                     1999               1998
                                                  ----------           ------
                                                  (UNAUDITED)
            ASSETS

<S>                                              <C>                <C>
Current
assets:
 Cash                                            $    90,771         $  1,013
 Accounts and notes receivable trade, less
  allowances for returns and uncollectable
  accounts of $76,494 in 1999                      4,094,077              --
 Accounts receivable from officers and employees      22,500              --
 Other current assets                                  2,355              971
                                                  ----------           ------
Total current assets                               4,209,703            1,984
Property and equipment, net of accumulated
 depreciation of $53,794 and $1,883                  308,852           29,750
Intangible assets, net of accumulated
 amortization of $77,617 in 1999                     388,083
                                                  ----------           ------
Total assets                                     $ 4,906,638         $ 31,734
                                                  ==========           ======
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
 Current portion of notes payable                $    13,892         $   --
 Borrowings from affiliated company                     --             22,699
 Accounts payable                                    103,943             --
 Accrued expenses and other current liabilities      167,181            7,776
 Income taxes payable                                920,647              252
 Merger liabilities assumed                        1,174,625             --
                                                  ----------           ------
Total current liabilities                          2,380,288           30,727
                                                  ----------           ------
Long-term portion of notes payable                     8,648             --
                                                  ----------           ------
Total liabilities                                  2,388,936           30,727
                                                  ----------           ------
Commitments and contingencies

Stockholders' equity:
 Class A convertible preferred stock, stated
  value and liquidation  preference - $1.00 per
  share; authorized 5,000,000 shares, issued and
  outstanding 500,000 shares                          55,000             --
 Class B convertible preferred stock, stated
  value and liquidation preference - $1.00 per
  share; authorized 10,000,000 shares, issued and
  outstanding 100,000 shares                          54,764             --
 Common stock, $.001 par value; authorized
  50,000,000 shares, issued and outstanding
  49,984,675 shares in 1999 and 15,000 shares (no
  par value) in 1998                                  49,985             --
 Common stock, $.001 par value, 2,071,429 shares
  to be issued in 1999                                52,000             --
 Additional paid in capital                       12,016,574             --
 Stock subscription receivable                   (10,000,000)
 Retained earnings                                   289,379            1,007
                                                  ----------           ------
Total stockholders' equity                         2,517,702            1,007
                                                  ----------           ------
Total liabilities and stockholders' equity       $ 4,906,638         $ 31,734
                                                  ==========           ======

</TABLE>

See Notes to Financial Statements

<PAGE> 3


                              HITSGALORE.COM, INC.
                       UNAUDITED STATEMENTS OF OPERATIONS




<TABLE>
<CAPTION>

                                                  Period from
                                                   Inception
                                 Nine Months    (July 21, 1998)   Three Months
                                    Ended             to             Ended
                                 September 30,   September 30,    September 30,
                                     1999            1998             1999
                                  ---------       ---------        ---------

<S>                             <C>             <C>              <C>
Gross revenues                  $ 4,894,971     $     2,719      $ 2,995,687
Allowances for returns
 and refunds                       (261,324)           --            (48,509)
                                  ---------       ---------        ---------
Net revenues                      4,633,647           2,719        2,947,178
                                  ---------       ---------        ---------
Costs and expenses:
 Selling, general and
  administrative expenses         2,083,258             612          880,783
 Depreciation and amortization      129,527             --            65,928
                                  ---------       ---------        ---------
Total costs and expenses          2,212,785             612          946,711
                                  ---------       ---------        ---------
Income from operations            2,420,862           2,107        2,000,467
Interest income                       3,070             --               655
Interest expense                       (890)            --              (510)
                                  ---------       ---------        ---------
Income before income taxes        2,423,042           2,107        2,000,612
Provision for income taxes          920,396             801          762,896
                                  ---------       ---------        ---------
Net income                      $ 1,502,646     $     1,306      $ 1,237,716
                                  =========       =========        =========

Basic earnings per share        $      0.07     $      0.09      $      0.02
                                  =========       =========        =========
Diluted earnings per share      $      0.07     $      0.09      $      0.02
                                  =========       =========        =========

</TABLE>

See Notes to Financial Statements


<PAGE> 4

                              HITSGALORE.COM, INC.
                       UNAUDITED STATEMENTS OF CASH FLOWS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
               AND THE PERIOD FROM INCEPTION TO SEPTEMBER 30, 1998

<TABLE>
<CAPTION>


                                                      1999        1998
                                                   ---------     ------

<S>                                            <C>             <C>
Net cash (used in) provided by
operating activities                           $  (1,210,466)  $  2,107
                                                   ---------     ------
Cash flows from investing activities:
 Expenditures for furniture and equipment           (334,646)   (20,972)
 Expenditures for intangible assets                  (98,500)      --
                                                   ---------     ------
Net cash used in investing activities               (433,146)   (20,972)
                                                   ---------     ------
Cash flows from financing activities:
 Proceeds from issuance of common stock
  and from exercise of options and warrants        2,153,326       --
 Proceeds from common stock to be issued              49,900       --
 Payments on merger liabilities assumed             (426,728)      --
 Payment of borrowings from affiliated company       (22,669)    13,769
 Borrowings from officers and stockholders, net      (20,000)    10,000
 Payments on notes payable                              (459)      --
                                                   ---------     ------
Net cash provided by financing activities          1,733,370     23,769
                                                   ---------     ------
Net increase in cash                                  89,758      4,904
Cash at beginning of the period                        1,013       --
                                                   ---------     ------
Cash at end of the period                         $   90,771   $  4,904
                                                   =========     ======


Supplemental Disclosure of Cash Flow Information and Non-cash Investing and
Financing Activities:

Issuance of common stock upon conversion of
 notes payable                                  $     5,000    $   --
Merger liabilities assumed                        2,358,371        --
Non-cash liquidations of merger liabilities
 assumed                                            676,304        --
Stock subscription receivable                    10,000,000        --
Issuance of common stock in exchange for
 intangible assets                                  367,200        --
Issuance of note payable in exchange for
 equipment                                           28,000        --
Issuance of common stock for services                40,000        --

Cash paid during the period for:
 Interest                                               890        --
 Income taxes                                          --          --

</TABLE>

See Notes to Financial Statements


<PAGE> 5

                              HITSGALORE.COM, INC.
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1999


THE REORGANIZATION AND MERGER

On March 19,  1999,  the Company  (formerly  Systems  Communications,  Inc.) and
Hitsgalore.com,  a  Nevada  corporation  ("Old  Hitsgalore.com"),   completed  a
reorganization and merger (the "Reorganization and Merger Agreement",  sometimes
referred  to  herein  as the  "Reorganization"  or  "Merger").  Pursuant  to the
Reorganization  and  Merger,  (a) the  Company  transferred  its  then  existing
business,  properties and assets to its wholly-owned  subsidiary,  International
Healthcare Solutions, Inc. ("IHSI"), (b) caused IHSI to assume substantially all
of the  obligations,  debts and  liabilities  of the Company and,  then, (c) Old
Hitsgalore.com  was merged into the Company and the Company  changed its name to
Hitsgalore.com,  Inc. For accounting purposes,  the merger of Old Hitsgalore.com
into the Company was treated as a  recapitalization,  with Old Hitsgalore.com as
the  acquirer.  As a result of the  Reorganization  and Merger,  the  historical
financial  statements  and operations of Old  Histgalore.com  prior to March 19,
1999 became those of the Company.  Old Hitsgalore was  incorporated  on July 21,
1998 and was in the  development  stage  until the fall of 1998 when it launched
its website, located at www.hitsgalore.com.

As part of the  Reorganization,  the Company  declared a share  consolidation (a
reverse  split) of its then issued and  outstanding  common  stock.  The reverse
split reduced each seven shares of common stock  outstanding  to one share.  The
reverse split also applied to all  outstanding  options,  warrants,  convertible
securities and other rights to acquire the Company's common stock. The effect of
the reverse split was such that the Company would have  approximately  8,000,000
shares of common  stock  issued and  outstanding  on the  effective  date of the
Merger, assuming exercise of all such options, warrants and other rights.

In  connection  with the  Merger and  Reorganization,  the  stockholders  of Old
Hitsgalore.com  received  37,650,000 shares of common stock in conversion of all
of the issued and  outstanding  shares of common  stock  (15,000  shares) of Old
Hitsgalore.com.

In consideration for the transfer of the Company's previous business, properties
and  assets  to IHSI,  the  Company  received  twenty  million  shares  of IHSI,
constituting  all of the  outstanding  common  stock of IHSI.  The Company  also
declared a dividend in kind,  payable in all of the shares of IHSI common stock,
to the Company's  stockholders of record on April 6, 1999. In furtherance of the
dividend,  the ISHI common stock was transferred  into a constructive  trust for
the  benefit  of the  Company's  stockholders.  The IHSI  common  stock is to be
distributed to the Company's  stockholders entitled to receive the dividend when
a registration  statement  covering the distribution under the Securities Act of
1933  becomes  effective.  The  Company  expects  IHSI  to  file a  registration
statement promptly but there is no assurance that a registration  statement will
be filed or, if filed, when it might become effective.

As a result of IHSI's  assumption of the  obligations,  debts and liabilities of
the Company that existed as of the date of the Merger,  IHSI became  jointly and
severally liable with the Company for such  obligations,  debts and liabilities.
Until  all of such  obligations,  debts and  liabilities  are  satisfied  or the
Company is released therefrom, the Company has a security interest in the assets
transferred  to IHSI.  The assets  transferred  to IHSI  consisted  primarily of
intangibles, the value of which has not been determined.

As of  September  30, 1999,  the Company has  estimated  liabilities  assumed in
connection  with the  Merger  of  approximately  $1,174,625  outstanding.  These
liabilities principally consist of unsettled contingencies that are currently


<PAGE> 6

being litigated or are in the process of being settled. Liabilities assumed were
increased by  approximately  $484,649,  as a charge to retained  earnings in the
third quarter of 1999 to reflect  revised  estimates of the  settlement and loss
amounts upon resolution of liabilities assumed.


SIGNIFICANT ACCOUNTING POLICIES

The unaudited  balance sheet as of September 30, 1999, the unaudited  statements
of operations for the nine months and three months ended September 30, 1999, the
unaudited  statement of operations for the period from inception (July 21, 1998)
to September 30, 1998 and the related unaudited statements of cash flows for the
nine  months  ended  September  30, 1999 and for the period  from  inception  to
September  30, 1998 have been  prepared in accordance  with  generally  accepted
accounting principles for interim financial  information.  Accordingly,  they do
not include all of the information and footnotes  required by generally accepted
accounting  principles  for  complete  financial  statements.  In the opinion of
management,  all  adjustments,  consisting  of  normal  and  recurring  accruals
considered  necessary for a fair  presentation,  have been included.  Results of
operations  for the nine months  ended  September  30, 1999 are not  necessarily
indicative of the results for the full fiscal year.

Certain  amounts in the 1998  financial  statements  have been  reclassified  to
conform to the 1999 presentation.

Earnings per Share

The weighted average number of common shares  outstanding during the nine months
and three months ended September 30, 1999 were  approximately  22,455,966 shares
and  49,722,354  shares,  respectively.  The weighted  average  number of common
shares  outstanding  for the period from  inception  to  September  30, 1998 was
15,000 shares. For purposes of computing diluted earnings per share, the Company
has increased  shares  outstanding to reflect  incremental  shares issuable upon
exercise of options and warrants outstanding during the respective periods using
the treasury stock method.  Incremental  shares  included in the  computation of
diluted  earnings per share for the nine months and three months ended September
30, 1999 were approximately 32,708 shares and 70,089 shares, respectively.


UNAUDITED PRO FORMA INFORMATION

The unuadited pro forma results of operations of the Company for the nine months
ended  September  30,  1999 are the same as those set forth in the  accompanying
statements  of  operations  except for per share data.  The  Company's pro forma
basic and diluted  earnings  per share for the nine months ended  September  30,
1999 were approximately $0.04 assuming the merger and reorganization occurred on
January 1, 1999.


TRANSACTIONS WITH LIFE FOUNDATION TRUST

On April  15,  1999,  the  Company  agreed to  issue,  in a  private  placement,
2,000,000  shares  of its  common  stock to Life  Foundation  Trust  ("LFT")  in
exchange  for a  subscription  receivable  in the amount of $10.0  million.  The
Company also granted LFT the right to reserve Local City  Editions  ("LCEs") for
up to 200 local  city  areas and 1000  cities  within  those  local  areas.  The
agreement  also  granted  the  right  to LFT to use  the  Company's  proprietary
software,  programming,  website  and content in support of the LCEs for a total
purchase   price  of  $10.0  million.   The  agreement   covering  the  LCEs  is
unconditional  and  irrevocable  and provides for, among other things,  that the
Company bring the LCEs  reserved by LFT on line over a period of twelve  months.
The 2,000,000 shares of common stock were issued to LFT on May 5, 1999.


<PAGE> 7


LFT's $10.0  million  subscription  receivable  and its  obligation to pay $10.0
million for LCEs is  collateralized by the assignment of a collection of postage
stamps.  A third party holds the  collection of postage  stamps in  safekeeping.
Pursuant to the April 15, 1999 agreement between the Company and LFT, LFT has an
unconditional and irrevocable  obligation to pay the $10.0 million  subscription
receivable  and the amount of LCE  receivables  recognized  by the Company on or
before April 15, 2000. As of September 30, 1999, the Company has LCE receivables
from LFT  totaling  approximately  $4,050,000  outstanding.  The  $10.0  million
subscription receivable from LFT is shown as a reduction in stockholders' equity
in the accompanying September 30, 1999 balance sheet.

During the nine months ended September 30, 1999, LFT accounted for approximately
85% of the Company's gross revenues.

On May 15,  1999,  the Company  entered into a  non-binding  letter of intent to
issue LFT an additional five million shares of its common stock for an aggregate
purchase  price  of  $100.0  million.   LFT  has  delivered  to  the  Company  a
Subscription  Agreement and  Investment  Representations  for the shares that is
contingent  only upon an increase  in the  Company's  authorized  shares and due
diligence to the  Company's  satisfaction  on a $900.0  million  Promissory  Oil
Production  Note to be delivered as collateral  for LFT's  obligation to pay the
purchase price. The Company's  security interest in the note is to be limited to
$100.0  million and is to be an undivided  interest  with LFT, who has agreed to
permit the Company to receive the first $100.0 million paid under the note.

The completion of the related subscription  agreement and issuance of the shares
to LFT is  subject to  stockholder  approval  of an  increase  in the  Company's
authorized shares.  Pending such shareholder approval, the Company's Chairman of
the Board,  and a principal  stockholder,  has  transferred  shares from his own
account to LFT to hold the transaction.  The Company's Chairman has retained the
right to vote the shares transferred to LFT on all matters requiring the vote of
stockholders.  Upon completion of the transaction, the shares transferred by the
Company's Chairman to LFT will be returned to him.

PURCHASE OF ASSETS

On April 20, 1999, the Company  completed the purchase of all rights,  title and
interest in the  internet-related  development  assets,  equipment and software,
owned or under  development,  by  Solvere,  Inc.  ("Solvere"),  a  closely  held
Delaware  corporation.  The assets  acquired  included all  computer  equipment,
software and internet technology, including, but not limited to all of Solvere's
e-commerce,  web-based e-mail,  multimedia distribution system and shopping cart
technology. The purchase price consisted of $125,000 in cash and a commitment by
the Company to issue 100,000 shares of its common stock. The commitment to issue
the 100,000 shares of common stock was met during the third quarter of 1999. The
common stock  issued to Solvere was  assigned a value of $367,200.  Of the total
purchase price, $26,500 was allocated to property and equipment and $465,700 was
allocated  to  intangible  assets.  The  intangible  assets  acquired  are being
amortized over three years.

Pursuant  to the  asset  purchase  agreement,  the  Company  also  entered  into
agreements  with  Solvere  for the  maintenance  and future  development  of the
acquired  internet software  technology.  The Company and Solvere also agreed to
co-license certain of Solvere's proprietary technology in return for the payment
to Solvere of 50% of all marketing costs incurred by Solvere and approved by the
Company.  The  Company  was  also  granted  an  unrestricted  right  to use  the
proprietary technology.


<PAGE> 8


STOCKHOLDERS' EQUITY

On the effective  date of the Merger,  the Company had  approximately  7,301,262
shares of its  common  stock  issued and  outstanding.  In  connection  with the
Merger,  the Company issued a total of  approximately  37,650,000  shares of its
common stock to the former stockholders of Old  Hitsgalore.com.  The Company was
also  obligated to issue  2,000,000  shares of its common stock for merger costs
and  expenses  and  up to two  million  additional  shares  to  consultants  and
professionals rendering services to the Company in connection with the Merger.

The  2,000,000  shares of common stock for merger costs and expenses  were to be
issued to Mr. Bruce Baker,  a  nonaffiliated  person.  Of the  2,000,000  shares
issued for merger costs and expenses,  Mr. Baker distributed 1,000,000 shares to
the former  Chairman of the Board of Systems  Communications,  Inc.  The Company
believes  the shares held by the former  Chairman of the Board are covered by an
agreement that prohibits the former Chairman from  transferring the shares until
such time as the liabilities assumed in the Merger are liquidated.

None of the two million shares available for other consultants and professionals
rendering  services to the Company in  connection  with the Merger have been, or
will be, issued.

In August 1999,  the Company's  current  Chairman of the Board,  and a principal
stockholder,  agreed to  transfer  a  sufficient  number of shares  from his own
account back to the Company for  retirement,  which enabled the Company to issue
the 2,000,000 shares set aside for merger costs and expenses  without  exceeding
the authorized number of shares. Upon stockholder approval of an increase in the
Company's  authorized  shares,  the Company is  obligated  to issue  replacement
shares to the Company's Chairman of the Board.

The  Company  has  approximately   $1,174,625  of  assumed  merger   liabilities
outstanding as of September 30, 1999. Merger liabilities assumed were reduced by
approximately  $1.2  million  during the period from the  effective  date of the
Merger to September 30, 1999.

The components of retained  earnings as shown in the accompanying  balance sheet
as of September 30, 1999 are summarized as follows:

Accumulated earnings                                     $ 1,503,654
Merger liabilities assumed                                (1,174,625)
Par value of shares issued in the merger                     (39,650)
                                                           ---------
                                                         $   289,379
                                                           ---------

As  of  September  30,  1999,  the  Company  has  recorded,  as a  component  of
stockholders'  equity,  an aggregate  of 2,071,429  shares of common stock to be
issued.  Of the  aggregate  number  of  shares  of  common  stock to be  issued,
2,000,000 are replacement shares that are to be issued to the Company's Chairman
of the Board, as described  above, and 71,429 shares are to be issued to persons
who have  tendered  their  purchase  price for shares  that are  unissued  as of
September 30, 1999.


COMMITMENTS AND CONTINGENCIES

On May 13, 1999, May 16, 1999 and June 11, 1999,  separate putative class action
suits were filed against the Company,  Mr. Steve Bradford and Mr. Dorian Reed in
the United States  District  Court,  Central  District of California  (Case Nos.
99-5060,  99-5151R and  99-6925R,  respectively),  involving the purchase of the
Company's  securities during periods  specified in the complaints.  On September
20, 1999, the Court entered an order consolidating the three


<PAGE> 9

lawsuits  into one and  appointing  the lead  plaintiff and lead counsel for the
consolidated lawsuit (the "Consolidation Order").

Pursuant  to the  Consolidation  Order,  on or about  October 8, 1999,  a single
consolidated  amended class action  complaint (the "First  Consolidated  Amended
Class  Action  Complaint")  was  filed  by the  plaintiffs  in the  consolidated
putative class action under Case No. 99-5060R.

The First  Consolidated  Amended  Class  Action  Complaint  asserted  claims for
violations  of the  federal  securities  laws  against  the  Company and Messrs.
Bradford  and Reed based on alleged  misrepresentations  and  omissions  of fact
purportedly  made in the Company's press releases and certain SEC filings during
the period from February 17, 1999 through August 24, 1999 (the "Class  Period").
On November 10, 1999, a motion to dismiss the First  Consolidated  Amended Class
Action  Complaint  was filed on behalf of the Company and Messrs.  Bradford  and
Reed. On December 20, 1999, the United States District Court,  Central  District
of  California  granted the Company's  motion to dismiss the First  Consolidated
Amended Class Action Complaint.

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

This  Form  10-Q  and the  discussion  which  follows  contain  forward  looking
statements that should be read in conjunction with the Financial  Statements and
notes thereto,  appearing  elsewhere  herein.  These statements  include,  among
others,  information regarding future operations and future net cash flows. Such
statements reflect the Company's current views with respect to future events and
financial  performance.  These  forward  looking  statements  involve  risks and
uncertainties,  including,  without  limitation,  general  economic and business
conditions,  changes in political,  social and economic  conditions,  regulatory
initiatives  and compliance  with  governmental  regulations,  many of which are
beyond  the  Company's  control.   Since  these  statements  involve  risks  and
uncertainties  and are  subject  to  change at any time,  the  Company's  actual
results could differ materially from expected results.

As a result of the Merger, the historical financial statements and operations of
Old  Hitsgalore.com   became  those  of  the  Company.  Old  Hitsgalore.com  was
incorporated on July 21, 1998, began beta operations in August 1998 and launched
its  website in  November  1998.  Accordingly,  a  comparison  of the results of
operations for the nine months and three months ended  September 30, 1999 versus
1998 is not meaningful.

Net revenues-

The Company had gross revenues of  approximately  $4,894,971 for the nine months
ended  September  30,  1999.  Third  quarter   revenues  totaled   approximately
$2,995,687  compared  to  approximately  $1,436,200  in the second  quarter.  an
increase of  approximately  108 percent  from period to period.  The increase in
third  quarter  revenues  as  compared  to the  second  quarter is the result of
increased  revenues from the LCE agreement with LFT. LFT revenues  recognized in
the third  quarter  totaled  $2,800,000  as compared to $1,250,000 in the second
quarter.   Revenues  from  quarter  to  quarter  also  reflect  an  increase  of
approximately 5.1% in revenues from sponsorship rights and the Company's bid and
rank program.

Returns and allowances-

The Company  provides  an  allowance  for  returns,  refunds  and  uncollectable
accounts  based on estimates.  Amounts  provided are subject to change.  For the
nine months and three months ended  September  30,  1999,  the Company  provided
allowances,  as deductions from gross sales, totaling approximately $261,324 and
$48,508, respectively.


<PAGE> 10


Selling, general and administrative expenses-

Selling, general and administrative expenses for the nine months ended September
30,  1999  totaled  approximately  $2,083,258.  For the third  quarter  of 1999,
selling,  general and  administrative  expenses totaled  approximately  $880,783
compared  to  approximately  $1,021,797  in the  second  quarter.  In the second
quarter,   the  Company  spent  heavily  on  website  and  product   development
technology;  expanded its  administrative,  technical and sales  employee  base;
conducted  a  national  radio  advertising   campaign;   and  purchased  website
advertising banners from other internet companies. In the third quarter of 1999,
the  Company  continued  its  website and  product  development  activities  but
eliminated  substantially all of the advertising costs that were incurred in the
second quarter. Year to date, advertising costs were approximately 9.2% of gross
sales;  website and product  development costs were  approximately 5.8% of gross
sales and personnel costs were  approximately  13.8% of gross sales.  Offsetting
the effect of reduced  advertising  costs from  quarter to quarter  were  higher
costs for legal and accounting due to ongoing  litigation and the re-examination
of the  financial  statements of the Company and its  predecessor  for the three
years ended December 31, 1998.

Depreciation and Amortization-

Depreciation  and  amortization  for the nine  months  and  three  months  ended
September  30, 1999 totaled  approximately  $129,527 and $65,928,  respectively.
Depreciation  and  amortization  for the three  months  ended June 30,  1999 was
approximately $59,267. The increase in the 1999 third quarter as compared to the
second quarter is the result of a higher investment in property and equipment.

Income Taxes

For the nine months and three months ended September 30, 1999, the provision for
income taxes was approximately  38% of pre-tax income.  The principal reason for
the difference  between the Federal income tax rate of 34% and the effective tax
rate is the effect of state income taxes.

LIQUIDITY AND CAPITAL RESOURCES

For the nine months ended  September  30, 1999,  the Company used  approximately
$1,210,466 of cash in operations and approximately $433,146 of cash in investing
activities.  Net cash provided  from  financing  activities  for the nine months
ended September 30, 1999 totaled approximately $1,733,370.

Cash used in  operations  principally  reflects  net  earnings of  approximately
$1,632,173 before depreciation and amortization,  offset by changes in operating
assets and  liabilities.  The most  significant  changes in operating assets and
liabilities  were an increase in receivables of approximately  $4,170,571,  as a
result  of the  recognition  of LCE  revenues  under the LFT  agreement,  and an
increase in income taxes payable,  which are currently  recorded as deferred tax
liabilities.

Cash used in investing  activities for the nine months ended  September 30, 1999
consisted of  approximately  $334,646 for the purchase of property and equipment
and $98,500 for the cash  portion of the  purchase  price of  intangible  assets
acquired from Solvere.

Cash provided from financing  activities  principally reflects proceeds from the
issuance of common stock and from the exercise of options and  warrants,  offset
by cash reductions in merger liabilities assumed. See the accompanying unaudited
statements of cash flows.


<PAGE> 11


As of September 30, 1999,  the Company does not have any used or unused lines of
credit or any other committed and unused financing  facilities.  The Company has
entered into various  transactions with LFT for the sale of its common stock and
the purchase by LFT of LCEs. The  transactions  with LFT call for the payment of
up to $20.0 million to the Company, subject to certain limitations, on or before
April 15, 2000.

Until the Company  receives the cash  payments  from the LFT  transactions,  the
possibility  exists that cash flow  difficulties  could  arise.  Therefore,  the
Company has re-opened  negotiations  with LFT to provide part or full payment in
January 2000.  The Company plans to make public the results of its  negotiations
as soon as an agreement in principle is reached.  In the mean time,  the Company
anticipates  meeting its cash flow short falls from  operations by entering into
short-term  borrowing or other financing  facilities  pending receipt of the LFT
monies.


YEAR 2000 ISSUES

As of the  date  hereof,  the  Company  is not  aware of any  Year  2000  issues
involving  its internal  software or computer  systems or those of its customers
and suppliers.


<PAGE> 12


                           PART II - OTHER INFORMATION


Item 1. Legal Proceedings

All material  pending legal  proceedings  to which the Registrant is a party and
proceedings  which have been  terminated are described in the notes to financial
statements  included elsewhere herein and in the Company's Amended Annual Report
on Form 10-K (Amendment No. 2) for the year ended December 31, 1998.

Item 5. Other Items

On December 2, 1999,  the Company filed  Amendment No. 2 to its Annual Report on
Form 10-K for the year ended  December 31, 1998.  Amendment  No. 2 reflected the
removal of the audit reports of Moore Stephens  Lovelace,  P.A. and Management's
Statements,  in lieu of audit  reports,  for the years ended  December 31, 1998,
1997 and 1996.  Amendment No. 2 replaced the reports of Moore Stephens Lovelace,
P.A. and  Management's  Statements  with the audit  reports of Pender  Newkirk &
Company for the years ended December 31, 1998, 1997 and 1996.

Item 6. Exhibits and Reports on Form 8-K

(a)       Exhibits:

2.1  *   Reorganization and Merger Agreement, dated February 11, 1999, between
         Systems Communications, Inc. and Hitsgalore.com.
10.44.** Letter of Intent,  Subscription for Stock dated April 15, 1999, between
         Hitsgalore.com, Inc and The Life Foundation Trust.
10.45.** Subscription Agreement and Investment Representations dated
         April 15, 1999 between Hitsgalore.com, Inc. and The Life
         Foundation Trust.
10.46.** Purchase Agreement dated March 29, 1999 between Hitsgalore.com,
         Inc. and Solvere, Inc.
16.2 *** Letter Re: Change in certifying accountants
27.****  Financial Data Schedule (Nine Months Ended September 30, 1999).

*    Incorporated  by reference to the Company's  Current  Report on Form 8-K as
     filed on February 16, 1999.
**   Incorporated  by reference to the Company's  Annual Report on Form 10-K for
     the year ended December 31, 1998.
***  Incorporated  by reference to the Company's  Current  Report on Form 8-K as
     filed on September 9, 1999.
**** Filed herewith.

(b)       Reports on Form 8-K:

The  following  reports  were  filed  on Form  8-K for the  three  months  ended
September 30, 1999 and prior to the filing date hereof:

On September 9, 1999, the Company filed a Form 8-K\A,  dated as of July 19, 1999
(the  "Amended Form 8-K").  The Amended Form 8-K amended a previous  filing that
was made on July 27, 1999. The event  reported was a Change in the  Registrant's
Certifying Accountant.


<PAGE> 13


                                   SIGNATURES

Pursuant  to the  requirements  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.

HITSGALORE.COM, INC.                  Date:  January 12, 2000


By /s/ Robert A. Thompson
  ----------------------------
Principal Accounting
Officer