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

                              FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 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: 0-26668

                       DIAMOND HITTS PRODUCTION, INC.
           (Exact name of registrant as specified in its charter)

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

  5735 Santa Ana Canyon  Road, Suite G-243, Anaheim Hills, California    92807
      (Address of principal executive offices)                       (Zip Code)

                Registrant's telephone number:  (888) 522-4597

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

       Securities registered pursuant to Section 12(g) of the Act: Common
                            stock, $.001 par value

     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       .

     Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of Registrant's knowledge, in
definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K [X].

     The aggregate market value of the voting stock held by non-
affiliates of the Registrant as of March 31, 2002: $162,055.  As of
March 31, 2002, the Registrant had 276,597,231 shares of common stock
issued and outstanding.

                             TABLE OF CONTENTS

PART I                                                               PAGE

     ITEM 1.  BUSINESS                                                  3

     ITEM 2.  PROPERTIES                                                6

     ITEM 3.  LEGAL PROCEEDINGS                                         7

     ITEM 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS        10

PART II

     ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY
              AND RELATED STOCKHOLDER MATTERS                          10

     ITEM 6.  SELECTED FINANCIAL DATA                                  12

     ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
              FINANCIAL CONDITION AND RESULTS OF OPERATIONS            13

     ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
              MARKET RISK                                              18

     ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA              18

     ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
              ON ACCOUNTING AND FINANCIAL DISCLOSURE                   18

PART III

     ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT      19

     ITEM 11.  EXECUTIVE COMPENSATION                                  22

     ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
               OWNERS AND MANAGEMENT                                   23

     ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS          25

PART IV

     ITEM 14.  EXHIBITS, REPORTS ON FORM 8-K, AND INDEX TO
               FINANCIAL STATEMENTS                                    27

SIGNATURES                                                             28

                                    PART I.

ITEM 1.  BUSINESS.

Business Development.

     Hitsgalore.com, a closely held Nevada corporation ("Old
Hitsgalore.com"), was organized in July 1998 to develop a porn free,
or adult content free, business to business Internet search engine.
On March 19,1999, Old Hitsgalore merged, in a reverse merger
transaction, with Systems Communication, Inc., a Florida corporation,
and the name of the surviving corporation was changed to
Hitsgalore.com, Inc.  Effective as of February 16, 2001, the
Registrant, through its new management, determined that the
Registrant's "dot com" assets were not cost effective and sold a
majority of such assets for $20,000.  Effective as of March 29, 2001,
the Registrant changed its name from Hitsgalore.com, Inc. to Diamond
Hitts Production, Inc., a Florida corporation.

     To facilitate Registrant's redomicile to the State of Nevada, the
Registrant formed a new Nevada corporation named Diamond Hitts
Production, Inc.  On September 2, 2001, Diamond Hitts Production, Inc.
(a Florida corporation) merged with the Registrant, upon which the
separate corporate existence of Diamond Hitts Production, Inc. (a
Nevada corporation) continued as the surviving entity.

(a)  The Reorganization.

     Immediately prior to the merger with Old Hitsgalore.com, the
Registrant completed a reorganization. As part of the reorganization,
the Registrant declared a share consolidation (a reverse split) of its
then issued and outstanding common stock, options, warrants and other
rights to purchase its 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 Registrant's common stock.
The effect of the reverse split was such that the Registrant would
have approximately 8,000,000 shares of common stock issued and
outstanding, assuming exercise of all such options, warrants and other rights.

     The Registrant also transferred its then existing business,
properties and assets, to International Healthcare Solutions, Inc., a
Florida corporation organized by the Registrant for that purpose
("IHSI").  In consideration for the transfer, the Registrant received
twenty million shares of IHSI, constituting all of the outstanding
common stock of IHSI, thus making IHSI a wholly owned subsidiary of
the Registrant.  The Registrant also declared a dividend in kind,
payable in all of the shares of IHSI common stock, to the Registrant'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 Registrant's stockholders.  The IHSI
common stock is to be distributed to the Registrant's stockholders
entitled to receive the dividend when a registration statement
covering the distribution under the Securities Act of 1933 becomes
effective.  To the best of the Registrant's knowledge and belief, IHSI
has ceased all operations and there is no assurance that a
registration statement will be filed or that a distribution of the
IHSI shares will be effected.

     In connection with the transfer of the Registrant's previous
business, properties and assets to IHSI, IHSI assumed all the
obligations, debts and liabilities of the Registrant that existed as
of the effective date of the Merger.  Accordingly, IHSI became jointly
and severally liable with the Registrant for such obligations, debts
and liabilities.  Until all of such obligations, debts and liabilities
are satisfied or the Registrant is released therefrom, the Registrant
has a security interest in the assets transferred to IHSI.  To the
best of the Registrant's knowledge and belief, IHSI has no significant
assets as of the date hereof.

     As of the date of the Merger, Systems Communications, Inc. was
subject to an Involuntary Petition under Chapter 7 of the U.S.
Bankruptcy Code that had been filed in June 1998.  The Petition did
not include Old Hitsgalore.com and was dismissed on April 20, 1999 by
the U.S. Bankruptcy Court.

(b)  The Merger.

     On March 19, 1999 ("Effective Date"), the Registrant and Old
Hitsgalore.com completed a merger pursuant to a Merger and
Reorganization Agreement.  In the merger, Old Hitsgalore.com was
merged into the Registrant, Old Hitsgalore.com's outstanding common
stock was converted into 37,675,000 shares of the Registrant's common
stock, and the Registrant changed its name to Hitsgalore.com, Inc.

     For accounting purposes, the merger of Old Hitsgalore.com was
treated as a recapitalization of Old Hitsgalore.com, with Old
Hitsgalore.com as the acquirer. See "Item 4. Submission of Matters to
a Vote of Security Holders".

(c)  Acquisition of Internet-related Assets of Solvere, Inc.

     On April 20, 1999 the Registrant completed the purchase of all
rights, title and interest in the internet-related assets 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 100,000 shares of the Registrant's common stock that was
assigned a value of $367,200 and $100,000 in cash.  As described
elsewhere herein, the assets acquired from Solvere were disposed of in
February 2001 along with the Registrant's other "dot com" assets.

Business of the Registrant.

     During 2000, the Registrant determined that market and Internet
industry conditions, together with the Registrant's history of
operating losses and other factors would, in all likelihood, prevent
the Registrant from attracting the necessary capital to maintain its
"dot com" business.  After seeking various acquisition opportunities
and strategic buyers, the Registrant decided to reinvent itself, under
the direction of a new management team.

     Effective as of February 16, 2001, the Registrant disposed of its
"dot com" assets; and, effective as of March 29, 2001, the Registrant
changed its name from Hitsgalore.com, Inc. to Diamond Hitts
Production, Inc. to better reflect the strategic direction of the
Registrant.

     The Registrant's current business is to seek and acquire
profitable entertainment businesses and assets via acquisition, and
liquidate, modify, extend or otherwise satisfy the indebtedness of the
Registrant. As more fully described herein, new management believes
that it has the ability attract the necessary capital to carryout the
transformation of the Registrant, and has targeted certain operating
companies that may have an interest in entering into a business
combination or similar transaction.

(a)  Old Business.

     Hitsgalore.com was organized as Nevada closely held corporation
in July 1998 to develop a porn free, or adult content free, business
to business search engine.  Until the disposition of the Registrant's
"dot com" assets and web site, the web site was located at
www.hitsgalore.com.  It was a business to business, E-commerce search
engine, providing a searchable database for businesses seeking to
bring visitors ("hits") to their web sites.  The Registrant also
provided a variety of free "sponsor supported" portal services to its
visitors, including banners, lifetime banner placements, banner
generation, voice banners, voice mail and E-mail.

     The initial search engine was launched in test mode in August
1998 and came out of beta testing in November 1998.  Revenues from the
initial web site were generated from the sale of portal service
sponsorships, key word bid and rank rights and local city editions of
its web site. As a result of increasing changes in the Internet
business community and other factors, the Registrant re-engineered its
web site and search engine to a "bid by impression" and "media rich
data description" model.  The re-engineered web site incorporated
"media rich" Flash Demo's, Power Point Presentations, Voice
Announcements and Direct Data Linking Services and was launched in
November 2000.  Under the bid by impression model, businesses
competitively bid for a name link listing on the search engine's home
page and for ranking on keyword search pages.  Revenues were generated
based on the bid amounts and the number of impressions, or number of
times a business listing appears on the screen, whether or not the
visitor clicked through to the linked web site(s).  Revenues from the
re-engineered web site also included fees from "media rich data
description" services in addition to portal service sponsorship revenues.

     During 2000, the Registrant developed a business to business
Internet exchange web site located at www.hbx2000 (the "B2B
Exchange").  The B2B Exchange was developed to provide HBX2000 members
with pre-qualified "one on one" sale or buy introductions to counter-
parties listed on the HBX2000 web site, thus matching buyers and
sellers of products and services.  The B2B Exchange was developed to
generated revenues from monthly listing fees from businesses listed on
the HBX2000 web site.

(b)  Employees.

     As of December 31, 2001, the Registrant had no full-time
employees.  The Registrant is not a party to any collective bargaining
agreement.

(c)  Significant Risk Factors.

     The Registrant assumed a substantial amount of indebtedness in
connection with the Merger, has incurred operating losses in each of
the last two fiscal years, and has deferred the payment of trade and
other liabilities to maintain its "dot com" business.  In February
2001 the Registrant, after considering the current state of the
Internet industry, market conditions and other factors, disposed of
its "dot com" business.  The Registrant's current business is to
reinvent itself, under the direction of a new management team.  The
essential elements of the current business plan, among other things, are:

     (a)  Hire qualified personnel or attract, as members of the Board
     of Directors or advisory members of the Board;

     (b)  Obtain equity or other sources of capital to provide the
     Registrant with the ability to  maintain operations, consummate
     the acquisition of businesses and assets, and liquidate, modify,
     extend or otherwise satisfy the indebtedness of the Registrant; and

     (c)  Solicit the support of the Registrant's creditors, strategic
     partners and other parties that have a stake in the future
     success of the Registrant and are willing give new management a
     reasonable period of time to implement a new strategic direction
     for the Registrant.

     As more fully described elsewhere herein, new management has
targeted certain operating companies that may have an interest in
entering into a business combination or similar transaction.  In
addition, the Registrant believes that its creditors are willing to
give the Registrant time to reinvent the business and negotiate the
terms upon which such debts are to be repaid.

     The Registrant believes that it will be successful in its efforts
to raise additional equity capital and/or other funding sources. If
the Registrant is successful in raising additional equity capital
and/or other financing sources, the percentage ownership of the then
current stockholders may be reduced and such reduction may be
substantial. However, there is no assurance that the Registrant's
efforts will be successful. If the Registrant's efforts to raise
additional equity capital and/or other funding are not successful, the
Registrant would, in all likelihood cease operations.

ITEM 2.  PROPERTIES.

     The Registrant does not own any properties.  All office space is
leased and, as of December 31, 2000, consisted of approximately 5,900
square feet located at 10314 6th Street, Rancho Cucamonga, CA. 91730.
In February 2001, the Registrant vacated substantially all of its
leased facilities.

ITEM 3.  LEGAL PROCEEDINGS.

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

Class Action Lawsuits.

     On May 13, 1999, May 16, 1999 and June 11, 1999, separate
putative class action suits were filed against the Registrant, 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 Registrant's
securities during periods specified in the complaints.  On September
20, 1999, the Court entered an order consolidating the lawsuits into
one and appointing the lead plaintiff and lead counsel for the
consolidated lawsuits ("Consolidation Order").  Pursuant to the
Consolidation Order, on or about October 8, 1999, a single
consolidated amended class action complaint (the "Amended Complaint")
was filed by the plaintiffs in the consolidated putative class action
under Case No. 99-5060R.

     The Amended Complaint attempted to assert claims for violations
of the federal securities laws against the Registrant and Messrs.
Bradford and Reed based on alleged misrepresentations and omissions of
fact purportedly made in the Registrant's press releases and certain
SEC filings during the period from February 17, 1999 through August
24, 1999 ("Class Period").  The Defendants believe the claims to be
without merit and have vigorously contested the lawsuit, and
successfully moved to dismiss the Amended Complaint, which Complaint
was dismissed by the Court on December 20, 1999.

     On January 11, 2000, Plaintiffs filed their second consolidated
amended class action complaint ("2nd Amended Complaint"), to which the
Defendants again responded with a motion to dismiss. On February 23,
2000, the Court entered its Order Granting Defendant's Motion to
Dismiss with Prejudice, effectively terminating the action before the
District Court. The Plaintiff's filed a Notice of Appeal, appealing
the Order dismissing the case to the U.S. Court of Appeals for the
Ninth Circuit.  On or about July 12, 2000, the Company and Plaintiffs
voluntarily dismissed the appeal pursuant to a stipulation in which
each party agreed to bear their own respective fees and costs.  In
light of the dismissal, the Company believes that it is unlikely that
the class action will have any material effect on the financial
condition of the Company.

Securities and Exchange Commission Action.

     On June 9, 2000, staff members of the Securities and Exchange
Commission ("Commission") advised the Registrant that a recommendation
would be made to the Commission seeking authority to file a civil
injunctive action in United States District Court against the
Registrant and Steve Bradford, the Registrant's former President and
Chief Executive Officer.  The recommended action involves alleged
violations of Section 10(b) of the Securities Exchange Act of 1934,
and Rule 10b-5, promulgated thereunder, in connection with certain
press releases issued by the Registrant prior to May 1999, regarding
the Life Foundation Trust.

     The Registrant's legal counsel entered into settlement
discussions with SEC staff members upon being advised of the
recommended enforcement action.  The SEC staff and the Registrant have
agreed upon settlement agreement terms, including that the Registrant
would not admit or deny the allegations in the SEC's Complaint, except
as to jurisdiction.  On November 28, 2001, the Securities and Exchange
Commission filed a complaint alleging securities fraud against the
Registrant and its former president, Stephen J. Bradford.
Simultaneous with the filing of the Commission's complaint, the
Registrant and Bradford settled the action by consenting to a
permanent injunction, without admitting or denying the allegations in
the complaint, for the violations outlined above.

Libel Action.

     On April 27, 2000 the Registrant filed a Complaint for Libel in
the Superior Court of the State of California for the County of Los
Angeles, Case No. BC 228991 against Bloomberg, L.P. ("Bloomberg") a
Delaware limited partnership, and David Evans ("Evans"), a reporter
with Bloomberg's news service, Bloomberg News.  The lawsuit alleges
that Bloomberg and Evans, through Bloomberg News, published a series
of defamatory articles on May 11 and May 12, 1999, which contained
certain false and defamatory statements regarding the Registrant.  As
a result of the publication of the articles, the Complaint alleges,
the price of the Registrant's stock dropped about 53% in one day.  The
Complaint seeks damages against Bloomberg and Evans in excess of
$500,000,000.

     In July 2000, the Superior Court of the State of California for
the County of Los Angeles ("the Court") denied Bloomberg's first
Motion to Strike, holding that Bloomberg and Evans failed to meet
their burden of proof of showing the application of California's
"anti-SLAPP" statute.  On October 22, 2000, after giving the
defendants a second opportunity to present evidence, the Court granted
the defendants a "renewed" special motion to strike, brought pursuant
to the "anti-SLAPP" statute and dismissed the Registrant's Complaint
for Libel. The Court also awarded the defendants attorney's fees in an
amount to be determined at a future date after an evidentiary hearing
and upon a motion to be filed by Bloomberg.  Bloomberg filed its
motion for attorney's fees and costs on January 8, 2001.  The Company
filed a reply to Bloomberg's motion on February 14, 2001.  The Company
is unable to determine the amount of attorney's fees and costs that
will be awarded in favor of Bloomberg and against the Company.  The
Company intends to appeal the Court's decision..

Obligations, Debts, and Liabilities Assumed in Merger.

     During 2000, substantially all of the obligations, debts and
liabilities assumed in connection with the Merger, consisting
principally of legal actions that were pending against the Registrant
at December 31, 1999, became fixed and determinable by the award of
judgments against the Registrant by courts of competent jurisdiction.
Merger related liabilities consist of judgments awarded against
the Registrant by courts of competent jurisdiction for matters
existing as of the date of the Merger or arising from the Merger.
These matters are described below.

     On May 21, 1997, Jeffery M. Good, as Plaintiff, filed an action
in the United States District Court, Southern District of Iowa,
Davenport Division (Case No. 3-97-CV-60085) against Systems
Communications, Inc., as Defendant, for amounts Mr. Good alleged were
due under an employment agreement.  On September 22, 2000, the Court
entered an order of Findings of Fact, Conclusions of Law and Judgment
against the Registrant.  Pursuant to the order, the Court awarded
Plaintiff $673,933 for breach of contract damages, $31,013 for
attorney fees and costs, $5,538 for liquidated damages and $100,000
for punitive damages, plus interest.  As of December 31, 2000, merger
related liabilities include approximately $1,050,819 for this action.
This amount includes pre and post-judgment interest of approximately
$240,335.  The excess of the amount awarded by the Court, including
pre and post judgment interest, over the amount accrued at December
31, 1999 was approximately $600,819.  This amount is included in
impairment and other losses in the accompanying statement of
operations for the year ended December 31, 2000.

     On April 15, 1997, Ken Lame, as Plaintiff, filed an action in the
United States District Court, District Court of Utah, Central Division
(Case No. 2:97CV0292W) against Systems Communications, Inc. and a
subsidiary Registrant that is now a subsidiary of IHSI, as Defendants,
for amounts due under a consulting agreement.  On July 7, 2000, the
United States District Court for the District of Utah, Central
Division, entered a judgment in favor of Kenneth D. Lame against the
Registrant in the amount of $302,233, plus post judgment interest.  As
of December 31, 1999, the Registrant had accrued $450,000 for this
action.  The excess of the amount accrued at December 31, 1999 over
the amount awarded by the Court, including interest, was approximately
$133,111.  This amount was recorded was recorded as a reduction in
impairment and other losses for the year ended December 31, 2000.

     In 1996, Systems Communications, Inc. informed the principals of
Coast Communications, Inc. ("CCI") that it was canceling the
acquisition of CCI, terminating all of the related acquisition
documents and abandoning CCI's business.  In connection with the
abandonment of CCI's business, the Registrant wrote off its remaining
investment in CCI and recognized a loss of approximately $300,000.
The principals of CCI filed suit against the Registrant, and on
October 15, 1999 the Circuit Court of Pinellas County, Florida, Case
Number 99-003990-CI-20, entered a judgment against Systems
Communications, Inc. in the amount of $510,599.  On January 4, 2000
the Plaintiffs filed a Amended Notice of Entry of Judgment on Sister-
State Judgment in the Superior Court of California, San Bernardino
County, Case Number RCV 044865.  As of December 31, 2000 and 1999, the
Registrant has accrued $555,000 related to this action.

     On June 27, 2000, the Circuit Court of the Sixth Circuit in and
for Pinellas County, Florida entered Final Judgments of damages in
favor of Mr. Edwin B. Salmon, Jr., the former Chief Executive Officer
and Chairman of the of the Board of the Registrant, in the amount of
$468,657 (Case No. 00-002088-CI-15), and in favor of Mr. William Van
Hook, the transferee of certain Merger shares from Mr. Salmon, in the
amount of $164,253 (Case No. 00-002946-CI-15) for wrongfully denying
the removal of restrictive legends, pursuant to Rule 144 of the
Securities Act of 1933, on share certificates of the Registrant held
by them.  As of December 31, 2000, the Registrant has accrued
$665,337, including accrued interest of $32,426, related to these
actions.  The Registrant believes that it did not wrongfully deny the
removal of restrictive legends as a result of Mr. Salmon's guaranty of
Merger liabilities and representations made by Mr. Salmon in
connection with the Merger.

     On October 26, 1999, the Supreme Court of the State of New York
entered a judgment in favor of Health Management Services, Inc.,
Plaintiff, against a subsidiary Registrant that is now a subsidiary of
IHSI, as Defendant.  The amount of the judgment was $84,674 and
together with pre and post-judgment interest of approximately $8,875,
the total judgment amounts to approximately $93,549 as of December 31, 2000.

     The Company believes that its current financial position and
cash flows make it impossible for the Company to satisfy these
judgments.  Nevertheless, the Company expects to enter into
discussions with pre-merger creditors to resolve outstanding disputes
and pre-existing conditions the Company assumed in its merger with
SCMI.  The Company also plans to seek all available remedies against
Edwin B. Salmon, Jr., the Company's former Chairman of the Board, for
restitution and for monetary damages for alleged misrepresentations
made in connection with the merger.

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

     The Registrant's Board of Directors unanimously approved the
following by written consent of the Directors on April 17, 2001:
Entering into an Agreement and Plan of Merger by and between Diamond
Hitts Production, Inc. (Florida) and Diamond Hitts Production, Inc.
(Nevada) for the sole purpose of re-domiciling the Registrant to
Nevada.  The Registrant received the consent of a majority of the
outstanding shares of common stock for the Registrant for such
actions.  The filing of Articles of Merger, which effected the
redomicile of the Company to Nevada, was done on August 29, 2001 (more
than twenty days after the filing of a Definitive Information
Statement with the with the Securities and Exchange Commission on June
27, 2001).

                                 PART II.

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Market Information.

     The Registrant's common stock trades on the Over the Counter
Bulletin Board under the symbol "DHTT".  Effective on May 7, 2001, the
symbol was changed from "HITT" after the name change of the Registrant
from Hitsgalore.com.  The range of closing prices shown below is as
reported by these markets.  The quotations shown reflect inter-dealer
prices, without retail mark-up, mark-down or commission and may not
necessarily represent actual transactions.

Per Share Common Stock Bid Prices by Quarter
For the Fiscal Year Ended December 31, 2001

                                                 High      Low

Quarter Ended December 31, 2001                  0.001     0.001
Quarter Ended September 30, 2001                 0.001     0.001
Quarter Ended June 30, 2001                      0.01      0.001
Quarter Ended March 31, 2001                     0.05      0.01

Per Share Common Stock Bid Prices by Quarter
For the Fiscal Year Ended December 31, 2000

                                                 High      Low

Quarter Ended December 31, 2000                  0.14      0.01
Quarter Ended September 30, 2000                 0.27      0.12
Quarter Ended June 30, 2000                      1.34      0.20
Quarter Ended March 31, 2000                     3.12      1.19

Holders of Common Equity.

     As of March 31, 2002, the Registrant had approximately 645
shareholders of record of its common stock.

Dividends.

     There are no restrictions on the declaration or payment of
dividends or any provisions that restrict dividends. The payment by
the Registrant of dividends in the future rests within the discretion
of the Registrant's Board of Directors and will depend, among other
things, upon the Registrant's earnings, its capital requirements, its
financial condition and other relevant factors. The Registrant has not
paid any cash dividends on its common stock.

Equity Securities Sold Without Registration.

     The Registrant made the following sales of unregistered
securities during the fiscal year ended December 31, 2001 (during the
quarter ended March 31, 2001):

     (a)  The Registrant issued 250,000 shares of its common stock to
     one investor (one of the former employees of the Registrant) in a
     private placement transaction and received net proceeds of $5,000
     ($0.02 per share).

     (b)  The Registrant issued 15,000,000 shares of its common stock
     to Dorian Reed, the Registrant's former Chairman of the Board,
     and recorded stock compensation expense of $451,200 ($0.03 per share).

     (c)  The Registrant issued 4,000,000 shares of its common stock
     pursuant to an Internet Traffic Agreement entered into by the
     Registrant in the ordinary course of business on December 15,
     2000, and recorded a charge to income of $240,000 ($0.06 per share).

     (d)  The Registrant issued 100,000 shares of its common stock in
     payment of a $2,000 debt and recorded interest expense of $1,008.
     ($0.03 per share).

These offerings were made under Rule 506 of Regulation D by the fact that:

     the sales were made to sophisticated investors as defined in Rule 502;

     the Registrant gave each purchaser the opportunity to ask
     questions and receive answers concerning the terms and conditions
     of the offering and to obtain any additional information which
     the company possessed or could acquire without unreasonable
     effort or expense that is necessary to verify the accuracy of
     information furnished;

     at a reasonable time prior to the sale of securities, the
     Registrant advised the purchasers of the limitations on resale in
     the manner contained in paragraph Rule 502(d)2 of this section;

     neither the Registrant nor any person acting on its behalf sold
     the securities by any form of general solicitation or general
     advertising; and

     the Registrant exercised reasonable care to assure that the
     purchasers of the securities are not underwriters within the
     meaning of section 2(11) of the Act in compliance with Rule 502(d).

ITEM 6.  SELECTED FINANCIAL DATA.

     The following selected historical financial data has been derived
from the balance sheets of the Registrant (formerly Hitsgalore.com,
Inc.) as of December 31, 2001 and 2000, and the related statements of
operations for the years ended December 31, 2001, 2000, and 1999 (see
Note 16 to the financial statements for a discussion of discontinued
operations).  Hitsgalore.com, a Nevada corporation ("Old
Hitsgalore.com"), was merged into Systems Communications, Inc.,
effective as of March 19, 1999 and the Registrant's name was changed
to Hitsgalore.com, Inc.  For accounting purposes, the acquisition of
Old Hitsgalore.com has been treated as a recapitalization of Old
Hitsgalore.com, with Old Hitsgalore.com as the acquirer.  As a result
of the merger, the historical financial statements and operations of
Old Hitsgalore.com became those of the Registrant.  Effective as of
March 29, 2001, the Registrant changed its name to Diamond Hitts
Production, Inc.  During the years ended December 31, 2001, 2000, and
1999 no dividends were declared on the Registrant's common stock.

Income Statement Data (see Note 16 "Results of Discontinued Operations"):

                                               Year Ended December 31
                                            2001        2000        1999

Net revenues                              $        -   $  162,959  $  495,959
Bad debt expense                                   -            -           -
Total operating costs and expenses         2,762,170   (4,012,782) (10,022,173)
Other income (expense)                       559,615     (976,818        1,753
Net (loss) income                         (3,321,785)  (4,826,641) ( 2,624,461)
Basic (loss) earnings per share               (0.015)       (0.10)       (0.08)
Diluted (loss) earnings per share             (0.015)       (0.10)       (0.08)

Balance Sheet Data:

                                                     Year Ended December 31
                                                     2001             2000

Current assets                                     $       -       $    25,025
Current liabilities                                 4,682,713        4,114,895
Total assets                                                -           25,025
Total liabilities                                   4,682,713        4,114,895
Stockholders' deficit:
 Convertible preferred stock                           54,764           54,764
 Common stock                                         271,347          111,883
 Additional paid in capital                           839,649        5,826,171
 Retained deficit                                 (13,404,473)     (10,082,688)
  Total Stockholders' deficit                      (4,682,713)      (4,089,870)

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.

     The following discussion should be read in conjunction with the
financial statements of the Registrant and notes thereto contained
elsewhere in this report.  For discontinued operations see Note 16.

Results of Operations.

     In February 2001 the Company discontinued its "dot com" business
and began exploring new business opportunities.  To date, no new
business has been consummated.  Because of the discontinued operations
in 2001 any comparison between 2001 and 2000 in the following analysis
is not meaningful due to the above described situation.

(a)  Net Revenues.

     Net revenues for the year ended December 31, 2001 were $0 as
compared to $162,959 in 2000 and $495,959 (net) in 1999.  Excluding
revenues of $7,000,000 recognized in 1999 from the Registrant's
agreement with the Life Foundation Trust ("LFT"), net revenues in 1999
would have been $395,959.  The $7,000,000 revenue was reduced by
$6,900,000 due to a sales cancellation/ad debt.  See (b) "Bad Debt Expense".

     The decrease in net revenues, excluding LFT revenues, in 2000 as
compared to 1999 was primarily due to four factors.  First, prior to
the default by LFT (which occurred on April 17, 2000), the Registrant
focused almost solely on completing its obligations to LFT at the
expense of its core portal sponsorship and key word bid and rank
products.  Second, after the default by LFT, the Registrant began to
re-engineer its web site to a "bid by impression" and "media rich data
description" model and develop its B2B Exchange, HBX 2000, also at the
expense of its core portal sponsorship and key word bid and rank
products.  Third, while the Registrant believes it B2B Exchange and
its "bid by impression" and "media rich data description" business
models are responsive to the ever-changing needs of the Internet
business community, the Registrant has not had sufficient funds to
develop the market for these products.  Fourth, the Registrant's "bid
by impression" and "media rich data description" business model was
introduced late in the year.  All of these factors combined, resulted
in a decrease in portal sponsorship and key word bid and rank revenues
which were not offset by revenues generated from the Registrant's B2B
Exchange and "bid by impression" and "media rich data description" model.

(b)  Bad Debt Expense.

     On April 17, 2000, LFT defaulted on its payment obligation to
the Registrant.  At the time of the default, the Registrant had
recognized uncollected revenues of $6,900,000.

     The payment obligation is secured by a security interest and
lien on an undivided interest in a collection of Aden stamps (the
"Collectibles").  The Collectibles are held in safekeeping by an
independent trust Registrant located in New York, New York.

     The Registrant is exploring its options with respect to
liquidation of its interest in the Collectibles.  The liquidation
process may be protracted and it is too early to estimate with any
degree of certainty the Registrant's likelihood of recovery.  Because
of the uncertainty of collection, the Registrant wrote off its
receivable from LFT and recorded bad debt expense of $6.9 million in
1999.  No value has been assigned the Collectibles.  See the last
paragraph of Note 19 "Subsequent Events."

(c)  Selling, General and Administrative Expenses.

     Selling, general and administrative expenses for the year ended
December 31, 2001 were $2,762,170 as compared to $2,406,320 in 2000
and $2,926,398 in 1999.

     The decrease in selling, general and administrative expenses in
2000 as compared to 1999 is principally the result of lower
advertising expenditures and a net decrease in the amount of spending
for web site and new product development.  The decreases in
advertising expenses and expenditures for web site and new development
were offset by an increase in officer compensation and costs and
expenses incurred in 2000 for the first time for Internet traffic
marketing programs and operation of the B2B Exchange.  Advertising
costs decreased by approximately $442,000, officer compensation
increased by approximately $259,000 and Internet traffic marketing
costs and B2B Exchange expenses were approximately $137,000 and
$55,000, respectively.  The remaining variation in selling, general
and administrative expenses in 2000 versus 1999 principally reflects
the decrease in net spending for web site and new product development
and the effect of sponsor referral fees and other operating costs that
vary in relation to net revenues.

(d)  Depreciation and Amortization.

     Depreciation and amortization expense was $0, $285,093 and
$195,775 in 2001, 2000 and 1999 respectively.  The increases in
depreciation and amortization from period to period are due to the
amount and timing of capital expenditures during the respective
periods.  Capital expenditures were $0 in 2001, $107,187 in 2000, and
$279,237 in 1999.

(e)  Impairment and Other Losses.

     Impairment and other losses for the year ended December 31,
2000, consists of the following:

Reduction in carrying amount of assets to be disposed of       $   364,153
Increase in litigation related liabilities                         954,970
Loss on disposition of vehicle                                       2,246
                                                               $ 1,321,369

     Subsequent to December 31, 2000, the Registrant disposed of its
"dot com" assets as a part of a change in the strategic direction of
the Registrant from a "pure dot com" Registrant.  The Registrant's
"dot com" assets consisted of substantially all of the Registrant's
property and equipment and intangible assets and are classified as
"property and equipment to be disposed of" in the December 31, 2000
balance sheet.  The net proceeds from the disposition of the
Registrant's "dot com" assets were approximately $20,000.
Accordingly, the Registrant reduced the carrying value of assets to be
disposed of by $364,153 to recognize the expected loss from disposition.

     During 2000, substantially all of the obligations, debts and
liabilities assumed in connection with the merger, consisting
principally of legal actions pending against the Registrant, became
fixed and determinable by the award of judgments against the
Registrant by courts of competent jurisdiction.  These actions are
more fully described in the Notes to Financial Statements, included
elsewhere herein.

(f)  Other Income (Expense).

     There was $10,000 miscellaneous income for the year ended
December 31, 2001.  Miscellaneous income for the year ended December
31, 2000, consists of a payment made to the Registrant by Mr. Steve
Bradford pursuant to the terms of the resignation agreement between
the Registrant and Mr. Bradford.  The Registrant also transferred
ownership to a Registrant owned vehicle to Mr. Bradford as a part of
the resignation agreement in exchange for $15,000 in cash and the
assumption by Mr. Bradford of a loan in the principal amount of
$16,882, secured by the vehicle.  The transfer of ownership resulted
in a loss on disposal of $2,246, which is included in impairment and
other losses.

(g)  Interest Expense, Net.

     Interest expense for the year ended December 31, 2001 consists of
$218,845 from the amortization of the beneficial conversion feature,
$64,425 from related parties borrowing and $275,041 from litigation
related matters and miscellaneous $1,304.

     Interest expense, before $10,000 miscellaneous income for the
year ended December 31, 2000, consists primarily of $832,015 from
amortization of debt discounts arising from the intrinsic value
assigned to beneficial conversion features contained convertible debt
securities issued during the year and charges to income arising from
revisions of such beneficial conversion features, $154,065 arising
from a debt settlement agreement dated as of September 19, 2000 and
miscellaneous $738.

     For the year ended December 31, 1999 and the period from
inception to December 31, 1998, interest expense consisted solely of
interest on a note payable, secured by vehicle.

Liquidity and Capital Resources.

     For the year ended December 31, 2001, the Registrant raised
$5,000 from the issuance of 250,000 shares of common stock.  Its
operations were funded largely by the issuance of stock for
compensation and increasing its accounts payables while relying on
non-payment of the existing accounts payable.

     At December 31, 2001, the Registrant had no assets, approximately
$4,700,000 in current liabilities and a corresponding amount as
stockholders' deficit.  The Registrant's independent accountant in his
April 4, 2002 report on the December 31, 2001 financial statements
expressed substantial doubt about the Registrant's ability to continue
as a going concern.

     The Registrant has required a substantial amount of working
capital to fund its past operations.  During the years ended December
31, 2000 and 1999, short-term borrowings increased by $580,000 and
$524,000, respectively, and the Registrant raised approximately
$349,500 and $1.9 million from the issuance of common stock and from
the exercise of outstanding options and warrants.  The Registrant has
also relied on non-payment of its trade and other liabilities to
maintain operations.  As of December 31, 2000, the Registrant had
total current liabilities of approximately $4.1 million and no
significant sources of liquidity.

     For the years ended December 31, 2000 and 1999, Registrant had
operating losses of approximately $4.8 million and $2.6 million,
respectively, and does not foresee its "dot com" operations generating
sufficient amounts of cash flow to service its debts.

     During 2000, the Registrant pursued the stock acquisition of
other Internet companies that it believed were generating profitable
cash flows from operations and would benefit from a business
combination.  None of these potential acquisitions met the
Registrant's requirements and all potential acquisition discussions
were terminated or have ceased.  The Registrant also sought potential
strategic buyers and partners that it believed had the financial
resources and willingness to fund the Registrant's operations but was
unsuccessful in arranging a buy out or strategic relationship that
would have provided the Registrant with a sufficient amount of capital
to carry on its operations.

     After seeking acquisition opportunities and strategic buyers, the
Registrant decided to reinvent itself, under the direction of a new
management team, from a pure "dot com" operation.

     New management believes it can work out a settlement arrangement
with its creditors and seek acquisitions that are profitable.  There
can be no guarantee that management will be successful in this endeavor.

     The Registrant is subject to a consent order issued by the
Michigan Securities Bureau in December 1999 regarding the sale of its
securities to persons residing in the State of Michigan.  It is
uncertain whether or not the Registrant will be obligated to
repurchase or otherwise compensate Michigan purchasers for shares sold
and has not made a provision therefore.

     The Registrant was advised by counsel that it may have violated
Section 5 of the Securities Act of 1933 in years prior to 2000.
Counsel further advised the Registrant that initial public purchasers
of any shares sold in such violation may have rescission rights to the
extent they still own the stock, or have a claim for damages to the
extent they resold the stock at a loss.  The Registrant is unable to
determine the number of shares that may be subject to a violation, and
is uncertain as to whether the Registrant has any liabilities arising
from these transactions.  The Registrant has made no provision in the
accompanying financial statements for possible losses, penalties
and/or fines, if any, related to these transactions.

Impact Of Inflation.

     The impact of inflation on the costs of the Registrant, and the
ability to pass on cost increases to its customers over time is
dependent upon market conditions.  The Registrant is not aware of any
inflationary pressures that have had any significant impact on the
Registrant's operations over the past several years and, the
Registrant does not anticipate that inflationary factors will have a
significant impact on future operations.

Forward Looking Statements.

     The foregoing Management's Discussion and Analysis of Financial
Condition and Results of Operations contains "forward looking
statements" within the meaning of Rule 175 under the Securities Act of
1933, as amended, and Rule 3b-6 under 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."

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Not Applicable.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

      Financial statements as of and for the fiscal years ended
December 31, 2001, 2000, and 1999 are presented in a separate section
of this report following Part IV.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.

     (a)  Effective on May 8, 2001, the independent accountants who
were previously engaged as the principal accountants to audit the
Registrant's financial statements, Pender Newkirk & Company, Certified
Public Accountants, were dismissed.  This dismissal was approved by
the Board of Directors.  This accountants' report on the financial
statements for the past two years did not contain an adverse opinion
or a disclaimer of opinion, and were not qualified or modified as to
audit scope or accounting principles.  The report of Pender Newkirk &
Company, Certified Public Accountants, included an explanatory
paragraph expressing substantial doubt about the

Registrant's ability to continue as a going concern.

     During the Registrant's two most recent fiscal years and any
subsequent interim period preceding such termination, there were no
disagreements with the former accountants on any matter of accounting
principles or practices, financial statement disclosure, or auditing
scope or procedure.  In addition, there were no "reportable events" as
described in Item 304(a)(1)(iv)(B)1 through 3 of Regulation S-B that
occurred within the Registrant's two most recent fiscal years and the
subsequent interim period preceding the former accountants' termination.

     (b)  Effective on May 8, 2001, the firm of L.L. Bradford &
Company was engaged to serve as the new principal accountants to audit
the Registrant's financial statements.  The decision to retain this
firm was approved by the Board of Directors.  During the Registrant's
two most recent fiscal years, and the subsequent interim period prior
to engaging those accountants, neither the Registrant (nor someone on
its behalf) consulted the newly engaged accountants regarding any matter.

     Effective on February 27, 2002, the firm of L.L. Bradford &
Company was dismissed.  This dismissal was approved by the Board of
Directors.  This firm never performed any auditing functions for the
Registrant.

     During the Registrant's two most recent fiscal years and any
subsequent interim period preceding such dismissal, there were no
disagreements with the former accountants on any matter of accounting
principles or practices, financial statement disclosure, or auditing
scope or procedure.  Since this firm never performed any auditing
functions, there were "no reportable events" as described in Item
304(a)(1)(iv)(B)1 through 3 of Regulation S-B that occurred within the
Registrant's two most recent fiscal years and the subsequent interim
period preceding the former accountant's dismissal.

     (c)  Effective on March 4, 2002, the firm of Henry Schiffer,
C.P.A was engaged to serve as the new principal accountant to audit
the Registrant's financial statements.  The decision to retain this
firm was approved by the Board of Directors.  During the Registrant's
two most recent fiscal years, and the subsequent interim period prior
to engaging those accountants, neither the Registrant (nor someone on
its behalf) consulted the newly engaged accountants regarding any matter.

                                  PART III.

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

Directors and Executive Officers.

     The names, ages, and respective positions of the directors and
executive officers of the Registrant are set forth below.  The
Directors named below will serve until the next annual meeting of the
Registrant's stockholders or until their successors are duly elected
and have qualified.  Directors are elected for a one-year term at the
annual stockholders' meeting.  Officers will hold their positions at
the will of the board of directors, absent any employment
agreement, of which none currently exist or are contemplated.
There are no arrangements, agreements  or understandings
between non-management shareholders and management under which non-
management shareholders may directly or indirectly participate
in or influence the management of the Registrant's affairs.  There
are no legal proceedings involving the officers and directors of the
Registrant.

     On February 12, 2001, all of the current directors were appointed
to the Board of Directors by consent of the other directors of the
Registrant.  Subsequently on the same date, all of the former
directors and officers of the Registrant resigned their positions.
The resigning directors and executive officers were Dorian Reed,
Chairman of the Board and Chief Executive Officer, Robert A. Thompson,
Vice President, Treasurer, Principal Accounting Officer and Director,
Melvyn L. Price, Director, Phillip Lloyd Kaich, Director, and Daniel
Melvin Grant, Director.  None of the resigning directors and executive
officers had any disagreement with the Registrant on any matter
relating to the Registrant's operations, polices or practices and have
requested that any such matters be disclosed.

Mark Crist, President/Director.

     Mark Crist, 43, President, Chairman of the board of directors,
and chief operating officer, has a widely varied background in
business development. In 1979, he founded Manufacturer's Revenue
Service, a commercial collection agency located in Tustin, California.
In 1984 he negotiated the sale of that business to a division of Dun &
Bradstreet and thereafter left to become a partner in the marketing
services firm of Jay Abraham & Associates. In 1985, he founded the
Computer Trivia Fan User Group (CTFUG) as a public benefit, non-profit
organization to promote the playing of online trivia contests. Since
1996, Mr. Crist has held the position of President and CEO of
GamesGalore.com, Incorporated. That company supplies Trivia contest
content to users of America Online, and since its founding has asked
in excess of 300,000 trivia questions of in excess of 1.5 million AOL
users. The company's live, chatroom-format games have proven to be one
of the most popular features of the AOL service with many of its
members. Mr. Crist is an alumnus of California State University at
Northridge.

Charles Maranto, Secretary/Treasurer/Director.

     Mr. Maranto, 50, received his Bachelor of Science Degree,
Business Administration/Finance from California State University at
Sacramento in 1973, and his Masters in Business Administration from
California State University at Sacramento in 1976.  Mr. Maranto worked
as bank examiner for the State of California where he examined small
and large banks to determine current conditions.  He was responsible
for reviewing each bank's cash and accrual accounts, securities
portfolios, regulatory reports, stockholder' reports, loans,
delinquencies and the overall analysis of each bank. Mr. Maranto was
recruited by Sunwest Bank in 1981 to serve as vice-president and
manager.  Mr. Maranto because vice-president of Southwestern Bank,
Lenders Division in 1993.  He developed an aggressive marketing and
sales plan for the specialized real estate industry and managed the
sales staff.  Since 1996, Mr. Maranto has been vice-president of First
Southwestern Title Company, TSG division.

John J. Anton , Director.

     Mr. Anton, age 72, is a 40-year veteran of the motion picture and
television industry working for all three major television networks.
For the last 22 years, Mr. Anton has been a member of the Directors
Guild and of the International Alliance of Theatrical Stage Employees.
During his career in the motion picture and television industry Mr.
Anton produced special shows for the Ford Motor Registrant as well as
shows with Tony Bennett, the Kingston Trio, and the Smothers Brothers.
He also coordinated special events including major college bowl games
and the Academy Awards.  Further, Mr. Anton was instrumental in the
opening of the Santa Monica Civic Center as a consultant.

     Mr. Anton retired from National Broadcasting Registrant, Inc.
(NBC) in 1993 as Sports Operations Producer for the West Coast.  Since
that time, he has been active as an independent businessman and
consultant.  Also, he is currently the President of World Shopping
Network, Inc., a OTC:BB Registrant.  Mr. Anton attended Saint Ambrose
Academy, Iowa, the Don Martin School of Broadcasting in Hollywood and
NBC Business and Technical Operations College in Burbank, California.

Compliance with Section 16(a) of the Exchange Act.

     Section 16(a) of the Securities Exchange Act of 1934 requires the
Registrant's directors,  certain officers and persons holding 10% or
more of the Registrant's common stock to file reports regarding their
ownership and regarding their acquisitions and dispositions of the
Registrant's common stock with the Securities and Exchange Commission.
Such persons are required by SEC regulations to furnish the Registrant
with copies of all Section 16(a) forms they file.

     Based solely upon a review of Forms 3 and 4 and amendments
thereto furnished to the registrant under Rule 16a-3(d) during fiscal
2001, and Forms 5 with respect to fiscal 2001, and certain written
representations from executive officers and directors, the Registrant
is aware that the following reports were filed late:  (a)  Messrs.
Maranto and Anton each neglected to file a Form 3 upon becoming a
director of the Registrant (they are in the process of being prepared
for filing); (b) Messrs. Reed and Shade each neglected to file a Form
4 (and a Form 5 to reflect these Form 4 transactions) to reflect
certain shares issued to them during the year (they have been
contacted by the Registrant and requested to file these forms.  The
Registrant is unaware that any other required reports were not timely
filed.

ITEM 11.   EXECUTIVE COMPENSATION.

     The following table sets forth the compensation earned for
services rendered during the fiscal years indicated by each of the
persons who served as the Chief Executive Officer of the Registrant,
or person discharging comparable duties, and to the executive officers
of the Registrant whose compensation exceeded $100,000, for each of
the three years in the period ended December 31, 2001.



<TABLE>
<CAPTION>
                                          Summary Compensation Table

                           Annual compensation                      Long-term Compensation
                                                                 Awards           Payouts
Name and                                 Other           Restricted   Securities
principal                                annual             stock     underlying      LTIP    All other
position       Year     Salary   Bonus   compensation     award(s)    options/SARs    payouts compensation
                (1)                         (2)
                          ($)     ($)       ($)             ($)           (#)           ($)       ($)
<S>            <C>      <C>      <C>     <C>             <C>          <C>             <C>     <C>

Dorian Reed    2001        -       -      451,200            -             -             -         -
CEO/Chairman   2000        -       -         -            603,846    22,000,000          -         -
of the         1999    158,742     -         -               -             -             -         -
Board (1)

Robert A.      2001        -       -       40,570            -             -             -         -
Thompson,      2000     76,494     -         -             75,994     5,000,000          -         -
V.P./Treasurer 1999     14,000     -         -               -             -             -         -
(2)

Steve          2001       -        -         -               -             -             -         -
Bradford       2000       -        -         -               -             -             -         -
CEO (3)        1999    119,500     -         -               -             -             -         -

David Shade    2001       -        -     358,512             -             -             -         -
CEO/Chairma    2000       -        -        -                -             -             -         -
n of the       1999       -        -        -                -             -             -         -
Board (4)

Mark Crist    2001       -         -     40,000              -             -             -         -
CEO/Chairman  2000       -         -       -                 -             -             -         -
of the        1999       -         -       -                 -             -             -         -
Board(5)
</TABLE>
(1)  Mr. Reed became Chairman of the Board following the merger
between the Registrant and Old Hitsgalore.com, which was effective
as of March 19, 1999.  He briefly resigned from his position as
Chairman of the Board from late May 1999 to early July 1999 when he
was reinstated. During the intervening period, he received
compensation as a technology consultant to the Registrant, which is
included in the compensation listed. Amounts listed do not include
accrued and unpaid compensation of $103,846 as of December 31,
1999.  During 2000, the Registrant issued 46,620,194 shares of
restricted common stock to Mr. Reed in payment of all accrued and
unpaid compensation and bonuses awarded to Mr. Reed for the years
1999 and 2000 in the amount of $603,846.  Mr. Reed received no cash
compensation in 2000.  On February 12, 2001, Mr. Reed resigned as
the Registrant's Chief Executive Officer and Chairman of the Board.

(2)  Mr. Thompson became an executive officer and Director of the
Registrant in September 1999 and resigned his positions on February
12, 2001. Amounts listed do not include accrued and unpaid
compensation and bonuses of approximately $16,000 and $27,506 as of
December 31, 1999 and 2000, respectively. During 2000, the
Registrant issued 949,927 shares of common stock to Mr. Thompson,
pursuant to the Year 2000 Stock Award Plan, in payment of
approximately $75,994 of accrued and unpaid compensation.

(3)  Mr. Bradford became the Chief Executive Officer of the Registrant
as a result of the Merger between the Registrant and Old
Hitsgalore.com, which was effective as of March 19, 1999, and
resigned all positions with the Registrant effective as of June 21,
2000. Mr. Bradford was not compensated during 2000 or 1998.

(4)  Mr. Shade became the Chairman of the board of directors and Chief
Executive officer of the Registrant effective February 19, 2001,
and resigned his positions effective December 27, 2001.

(5)  Mr. Crist joined the board of directors in April, 2001, and
became the Chairman of the board of directors and Chief Executive
officer of the Registrant effective December 27, 2001.

Directors' Compensation.

     Non-officer directors are compensated for their services, at the
discretion of the Board. During the year ended December 31, 2001, each
non-officer Director was awarded 500,000 shares of the Registrant's
Common Stock under the June, 2001 Stock Award Plan.

Compensation Committee Interlocks and Insider Participation.

     The Registrant's Compensation Committee for the year ended
December 31, 2001, consisted of all members of the Board of Directors,
consisting of Mark Crist, John Anton, and Charles Maranto.  Messrs.
Anton and Maranto are not employees or executive officers of the
Registrant.  During the year ended December 31, 2001, none of the
Registrant's executive officers served as a director of another entity
in which any executive officer thereof served as a director or member
of the Compensation Committee.

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

     The following table sets forth information regarding the
beneficial ownership of shares of the Registrant's common stock as of
March 31, 2002 (276,597,231 issued and outstanding) by (i) all
stockholders known to the Registrant to be beneficial owners of more
than 5% of the outstanding Common Stock; (ii) each director; and (iii)
all directors and executive officers of the Registrant individually
and as a group:

Title of         Name and Address                  Amount of       Percent of
Class            of Beneficial Owner(1)            Beneficial         Class
                                                   Ownership(2)

Common Stock     Dorian Reed                       93,541,783 (3)      33.82%
                 11338 Kenyon Way,
                 Rancho Cucamonga, Ca 91701

Common Stock     David L. Shade                   23,050,000            8.33%
                 92 Corporate Park, Suite C-802
                 Irvine, California 92606

Common Stock     Mark Crist                       20,000,000            7.23%
                 5753 Santa Ana Canyon Road
                 Suite G-243
                 Anaheim Hills California 92807

Common Stock     Philanthropy International       15,000,000 (4)        5.42%
                 5050 Palo Verde
                 Montclair, California 91763

Common Stock     Marc R. Tow                      15,000,000            5.42%
                 3402 Bimini Lane, #3-F
                 Coconut Creek, Florida 33066-2049

Common Stock     Charles Maranto                    500,000             0.18%
                 3900 Birch St
                 Newport Beach CA 92660

Common Stock     John J. Anton                      500,000             0.18%
                 1530 Brookhollow Drive, Suite C
                 Santa Ana, California 92705

Common Stock     Shares of all directors and     21,000,000             7.85%
                 executive officers as a
                 group (3 persons)

(1)  Each person has sole voting power and sole dispositive power as
to all of the shares shown as beneficially owned by them

(2)  Other than as set forth below, none of these security holders has
the right to acquire any amount of the shares within sixty days from
options, warrants, rights, conversion privilege, or similar obligations.

(3)  This amount includes the following: (a) options to purchase
22,000,000 shares of common stock, exercisable from December 27, 2000
through December 27, 2005 at $0.012 per share; (b) 1,520,000 shares
held by Audrey M. Reed, wife of Mr. Reed (he disclaims any beneficial
ownership of these shares).

(4)  This shareholder is a charitable trust.  The shares listed, as to
which Mr. Reed disclaims beneficial ownership, were donated to the
Trust by him during 2000.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Other than as set forth below, during the past two years, there
have not been any transaction that have occurred between the
Registrant and its officers, directors, and five percent or greater
shareholders.

     (a)  Short-term borrowings from certain former related parties at
December 31, 2000 consist of $701,500 payable under a series of
promissory note agreements, all of which have been consolidated into a
single promissory note agreement (the "Consolidated Promissory Note"),
and $103,802 payable under a convertible promissory note agreement,
dated as of September 20, 2000.

     The terms of the Consolidated Promissory Note provide for a
series of principal payments to the lender totaling $701,500 during
the period from January 6, 2001 through December 7, 2001. The payments
due under the Consolidated Promissory Note may be made, at the
election of the Registrant, in cash (the "Cash Payment Option") or by
the issuance of shares of the Registrant's common stock (the
"Conversion Option").  The Cash Payment Option or the Conversion
Option is to be elected by the Registrant on the due date of the
respective borrowings under the Consolidated Promissory Note.  If the
Registrant elects the Cash Payment Option, it is also obligated to
make an interest payment computed based on the amount of principal
payment and an interest rate of 8% per annum.  The Registrant has
elected not to use the conversion feature.

     As of December 31, 2001, the total amount due to the lender under
the Cash Payment Option is $795,587, including interest of $94,087.

     In connection with the consolidation of the series of promissory
notes into a single Consolidated Promissory Note, the Registrant added
the Conversion Option (the "Conversion Feature").  The Conversion
Feature was effective as of April 24, 2000 and applies to borrowings
outstanding as of April 24, 2000 and all subsequent borrowings made
under the Consolidated Promissory Consolidated Note.

     As a result of the Conversion Feature, the Registrant has
recorded the amount of the beneficial conversion feature as an
increase in additional paid in capital and an increase in debt
discount.  In addition, during 2000 the Registrant granted stock
options to acquire 50,000 shares of the Registrant's common stock in
connection with a $20,000 borrowing event.  The fair value assigned to
the stock options, using the Black Scholes option pricing model, was
$14,823 and was also accounted for as an increase in additional paid
in capital and an increase in debt discount. The debt discount is
being amortized over the term of the respective borrowing dates.  For
the year ended December 31, 2000, the Registrant recorded interest
expense from the amortization of the debt discount related to these
borrowings of approximately $782,015, and the unamortized debt
discount related to these borrowings as of December 31, 2000 was
$218,485.  In the year ended December 31, 2001, the $218,485 was
expensed as interest expense.

     The convertible promissory note agreement with a principal
balance of $103,802 (the "September 20, 2000 Note"), matured on
December 8, 2000, subject to a proviso that all offset rights under a
settlement agreement, dated as of September 19, 2000 (the "Settlement
Agreement"), were determined.  The later date is the payment date (the
"Payment Date") as defined in the note.  The September 30, 2000 Note,
or any portion thereof is convertible, at the election of the holder,
into shares of the Registrant's common stock on the Payment Date at a
conversion price equal to fifty percent (50%) of the closing bid price
of the Registrant's common stock at the close of business on the day
preceding the receipt by the Registrant of a notice of conversion.
The current balance of the note is comprised of borrowings from the
related party of $150,000 and accrued interest and other costs of
approximately $16,000, less net proceeds received by the related party
of  $62,198 from the sale of common stock, net of $103,802.

     The notice of conversion was received and the offset rights under
the Settlement Agreement were determined as of January 22, 2001.  The
notice of conversion, together with the offset rights under the
Settlement Agreement, provides for the issuance of approximately 4.4
million restricted shares to settle the Registrant's obligations under
the applicable agreements.  The Company is contesting the issuance of
the 4.4 million restricted shares alleging that the transaction
results in usurious interest.  Nevertheless, the Company has set aside
4.4 million shares to fulfill its obligation if necessary.

     (b)  During 2000 and 1999, Mr. Reed advanced the Registrant,
without interest, $216,665 and $65,000 respectively.  In 2000, the
Registrant repaid approximately $197,223 of such advances in cash and
repaid approximately $16,127 and $37,238 by the distribution of shares
of the Registrant's common stock and by the gift of a Registrant owned
vehicle to the Maxx Life Foundation, respectively.

     (c)  During 1999, Mr. Reed returned to the Registrant for
issuance to other parties 2,000,000 shares of the Registrant's common
stock for no consideration.  In August 2000, 2,000,000 shares of the
Registrant's common stock were reissued to Mr. Reed without consideration.

     (d)  During 1999, the Registrant paid a related party $150,000
for assistance with the sale of its common stock and the exercise of
its warrants.  In 2000, the Registrant issued notes payable of $77,000
to the same related party for services rendered in connection with
financing transactions.

     (e)  In August 2000, the Registrant, at the request of its
Chairman of the Board, gifted a Registrant owned vehicle to the Maxx
Life Foundation. The Registrant accounted for this transaction as a
reduction in amounts loaned to the Registrant by its Chairman. The
carrying value of the vehicle was $37,239. No gain or loss was recognized.

     (f)  In October 2000, the Registrant issued 949,927 shares of its
common stock to an officer of the Registrant in payment of accrued
compensation totaling approximately $75,994.

     (g)  In October 2000, the Registrant issued 312,500 shares of its
common stock to each of its non-officer directors as compensation for
services rendered. The total number of shares issued were 937,500. The
shares issued were valued at $75,000 in the aggregate.

     (h)  In December 2000, the Registrant issued 46,307,697 shares of
its common stock to the Registrant's Chairman of the Board in payment
of accrued compensation totaling approximately $557,538 and 514,091
shares in payment of loans payable to the Chairman of approximately $16,127.

     (i)  During the fiscal year, the following directors or
consultants received shares of free trading common stock of the
Registrant for work under consulting agreements that each have with
the Registrant: Mark Crist (15,000,000 shares; 5,000,000 additional
consulting shares on February 15, 2002); Marc R. Tow (15,000,000
shares); Charles Maranto (500,000 shares); and John J. Anton (500,000
shares).  These consulting agreements are attached as Exhibits 4.22,
4.24, 4.26, and 4.27, respectively, to this Form 10-K.

     For each of the transactions noted above, the transaction was
negotiated, on the part of the Registrant, on the basis of what is in
the best interests of the Registrant and its shareholders.  In
addition, in each case the interested affiliate did vote in favor of
the transaction; however, the full board of directors did make the
determination that the terms in each case were as favorable as could
have been obtained from non-affiliated parties.

                                  PART IV.

ITEM 14.  EXHIBITS, REPORTS ON FORM 8-K, AND INDEX TO FINANCIAL STATEMENTS.

Exhibits.

     Exhibits included or incorporated by reference in this document
are set forth in the Exhibit Index.

Reports on Form 8-K.

     No reports on Form 8-K were filed during the last quarter of the
fiscal year covered by this report.

Index to Financial Statements.
                                                                       Page

Report of Independent Certified Public Accountant                        30

Balance Sheets as of December 31, 2001 and 2000                          31

Statements of Operations for the Years Ended
December 31, 2001, 2000, and 1999                                        32

Statements of Changes in Stockholders' Equity (Deficit) for
the Years Ended December 31, 2001, 2000 and 1999                         33

Statements of Cash Flows for the Years Ended
December 31, 2001, 2000 and 1999                                         35

Notes to Financial Statements                                            36

                                  SIGNATURES

     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.

                                          Diamond Hitts Production, Inc.


Dated: April 16, 2002                     By: /s/  Mark Crist
                                          Mark Crist, President

     Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the date indicated.


                                          /s/  Mark Crist
                                          Mark Crist
                                          President/Director
April 16, 2002


                                         /s/ Charles Maranto
                                         Charles Maranto
                                         Secretary/Treasurer
                                        (principal financial and
                                        accounting officer)/Director
April 16, 2002


                                        /s/  John J. Anton
                                        John J. Anton
                                        Director
April 16, 2002


           REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

Henry Schiffer, C.P.A.
An Accountancy Corporation
315 South Beverly Drive, Suite 211
Beverly Hills, California 90212

Board of Directors
Diamond Hitts Production, Inc.
(formerly Hitsgalore.com, Inc.)
5753 East Santa Ana Canyon Road, Suite G243
Anaheim Hills, CA 92807

I have audited the balance sheets of Diamond Hitts Production, Inc.
(formerly Hitsgalore.com, Inc.) as of December 31, 2001 and 2000 and
the related statements of operations, stockholders' deficit and cash
flows for the years ended June 30, 2001, 2000 and 1999, and the
related statements of operations, changes in stockholders' equity
(deficit) and cash flows for the years  December 31, 2001, 2000, and
1999.  These financial statements are the responsibility of the
Registrant's management.  My responsibility is to express an opinion
on these financial statements based on my audit.

I conducted my audits in accordance with the auditing standards
generally accepted in the United States of America.  These standards
require that I plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall financial statement presentation.  I believe that my audits
provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Diamond
Hitts Production, Inc. (formerly Hittsgalore.com, Inc.) as of December
31, 2001 and 2000 and the results of its operations and cash flows for
the years then ended and the statement of operations for the year
1999, in conformity with accounting principles generally accepted in
the United States of America.

The accompanying financial statements have been prepared assuming that
Diamond Hitts Production, Inc. (formerly Hitsgalore.com, Inc.) will
continue as a going concern.  As more fully described in Note 3, the
Registrant incurred operating losses in 2001, 2000 and 1999, and as of
December 31, 2001 has a working capital deficiency and stockholders'
deficit.  These conditions raise substantial doubt about the
Registrant's ability to continue as a going concern.  The financial
statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or
the amounts and classification of liabilities that may result from the
outcome of this uncertainty.  Management's plans in this regard are
set forth in Note 19 "Subsequent Events."

/s/  Henry Schiffer
Henry Schiffer, CPA
A Professional Corporation
Beverly Hills, California
April 4, 2002

                        DIAMOND HITTS PRODUCTION, INC.
                        (formerly Hitsgalore.com, Inc.)
                               BALANCE SHEETS
                          DECEMBER 31, 2001 and 2000

                                                2001               2000
                      ASSETS

Cash                                          $        -         $       25
Accounts receivable                                    -              5,000
Property and equipment to be disposed of               -             20,000
Other current assets                                   -                  -
  Total Current Assets                                 -             25,025

  Total Assets                                $        -         $   25,025

                    LIABILITIES AND STOCKHOLDERS' DEFICIT

Payroll tax arrearage                         $   75,000
Convertible note payable                          54,571
Short-term borrowings from related parties       805,302         $  586,817
Due to officers and stockholders                       -             31,077
Accounts payable and accrued expenses            956,004            662,474
Accrued compensation and employee benefits             -            152,933
Litigation related liabilities                 2,791,836          2,681,594
  Total Current Liabilities                    4,682,713          4,114,895

Commitments and contingencies

Stockholders' deficit:

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            54,764
Common stock, $0.001 par value; authorized
550,000,000 shares; issued and outstanding
271,347,231 shares in 2001 and 111,883,095
shares in 2000                                   271,347           111,883
Additional paid-in capital                     8,395,649         5,826,171
Retained deficit                             (13,404,473)      (10,082,688)
  Total Stockholders' Deficit                 (4,682,713)       (4,089,870)

  Total Liabilities and Stockholders' Deficit$               $      25,025

                      See Notes to Financial Statements

                         DIAMOND HITTS PRODUCTION, INC.
                        (formerly Hitsgalore.com, Inc.)
                          STATEMENTS OF OPERATIONS
            FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

                                         2001            2000           1999

Net Revenue                           $        -       $       -      $      -

Operating costs and expenses:

  Selling, general and administrative
  expenses                              1,417,379             -              -
  Depreciation and amortization                 -             -              -
  Litigation claims                             -             -              -

Total Operating Costs and Expenses      1,417,379             -              -

(Loss) Income From Operations          (1,417,379)            -              -

Other income (expense):
 Miscellaneous income                           -             -              -
 Interest (expense) income, net          (559,615)            -              -

(Loss) Before Income Taxes             (1,976,994)            -              -
Provision for income taxes                      -             -              -
Net (Loss) from Continuing Operations  (1,976,994)            -              -

Net (Loss) from Discontinued
 Operations                            (1,344,791)   (4,826,641)    (2,624,461)

Net (Loss)                            $(3,321,785)  $(4,826,641)   $(2,624,461)

Basic and Diluted (loss) per share -
Continuing Operations                      (0.009)        (0.10)         (0.08)

Basic and Diluted (loss) per share -
Discontinued Operations                    (0.006)            -              -

Basic and Diluted (loss) per share         (0.015)        (0.10)         (0.08)

Basic and Diluted Weighted
average common shares outstanding     209,002,250    48,789,459     34,276,497

*See Note 16 for detail of discontinued operations.

                           See Notes to Financial Statements

                            DIAMOND HITTS PRODUCTION, INC.
                           (formerly Hitsgalore.com, Inc.)
             STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
              FOR THE YEARS ENDED DECEMBER 31, 2001, 2000, AND 1999

<TABLE>
<CAPTION>
                                               Common      Additional       Earnings
                                  Common       Stock        Paid-in      (Accumulated
                                  Shares       Amount       Capital         Deficit)      Total
<S>                            <C>            <C>         <C>           <C>              <C>
Balance Dec.31, 1998                15,000    $            $             $      1,007    $      1,007

Merger & reorganization         45,755,380         45,770         4,995   ( 2,632,593)     (2,472,064)
Liquidation of merger
 liabilities assumed                37,071             37       676,266             -         676,303
Issuance of stock for
 cash & exercise of warrants     2,362,397          2,362     1,871,248             -      1,873,610
Purchase of assets                 100,000            100       367,100             -        367,200
Issuance of stock
 as compensation                    20,000             20        39,980             -         40,000
Merger shares retired           (2,000,000)        (2,000)        2,000             -              -
Shares issued to LFT
 net of subscription             2,000,000          2,000       (2,000)             -              -
Stock issued costs                                            (150,000)             -       (150,000)
Issuance of stock in
 settlement of debt                      -              -            -              -              -
Net Loss                                 -              -            -     (2,624,461)    (2,624,461)
Balance Dec. 31, 1999           48,289,848         48,289    2,809,589     (5,256,047)    (2,398,169)

Payment of Accrued              47,771,710         47,772      648,196              -        695,968
 Compensation to Officers
Conversion of Debt              10,622,136         10,622      673,428              -        684,050
Non-officer Directors,           5,345,634          5,346      347,388              -        352,734
 Employees and Consultants
 Stock in Lieu of Cash
Common Stock for Cash            1,622,500          1,623      307,877              -        309,500
Exercise of Options & Warrants      57,143             57       39,943              -         40,000
Re-issuance of Cancelled         2,000,000          2,000       (2,000)             -              -
 Merger Shares
Issuance of Previously           2,000,000          2,000            -              -         2,000
 Unissued Merger Shares
Cancellation of Common          (1,750,000)        (1,750)       1,750              -             -
 Stock Issued Life Foundation
  Trust
Cancellation of Common          (4,000,000)        (4,000)       4,000              -             -
 Stock Issued to Officer
Cancellation of Pre-merger         (75,876)           (76)           -              -           (76)
 Shares in Connection with
 a Rescinded Business Transaction
Stock Issue Costs                        -              -      (54,500)             -       (54,500)
Intrinsic Value of Beneficial            -              -    1,050,500              -     1,050,500
Conversion Feature of
Convertible Debt Instruments
Net Loss                                 -              -            -      4,826,641)   (4,826,641)
Balance Dec. 31, 2000          111,883,095        111,883   $5,826,171    (10,082,688)   (4,144,634)

Retainer Stock Plan             93,863,405          93,863   1,731,842              -     1,825,705
2000 Stock Award                 5,250,731           5,251     183,250              -       188,501
Issued for Cash                    250,000             250       4,750              -        5,000
Issued for Interest Expense        100,000             100         908              -        1,008
Issued for Compensation         60,000,000          60,000     648,728              -      708,728
Net Loss                                 -               -           -     (3,321,785)  (3,321,785)
Balance Dec. 31, 2001          271,347,231        271,347     8395,649    (13,404,473)  (4,737,477)

Preferred Stock                                                                             54,764
                                                                                        (4,682,713)
                               See Notes to Financial Statements
</TABLE>

                            DIAMOND HITTS PRODUCTION, INC.
                          (formerly Hitsgalore.com, Inc.)
                               STATEMENTS OF CASH FLOWS
             FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

                                              2001         2000         1999
Cash Flows from Operating Activities:
 Net (loss) income                        $(3,321,785) $(4,826,641) (2,624,461)
 Adjustments to reconcile net (loss)
 income to net cash provided by (used in)
 operations:
 Depreciation and Amortization                      -      285,093     195,775

 Litigation claims                                  -    1,321,369           -
 Amortization of Debt Discount                218,485      945,867           -
 Stock Compensation Expenses                2,722,934      444,657           -
 Allowance for Cancellations and Returns            -            -     184,664

 Other Non Cash Charges                        26,008            -     100,000
 Other Current Assets                               -        4,855      (3,884)
 Convertible Note Payable                      54,571            -           -
 Accounts Payable & Other Current
 Liabilities                                  298,734      314,837     289,196

 Accrued Compensation & Employee Benefits     (152,933)    674,429     174,471

Net Cash (used in) Provided By Operating
 Activities                                   (153,986)   (840,534) (1,684,239)

Cash Flows from Investing Activities:
 Capital Expenditures                                -    (107,187)   (279,237)
 Purchase of Intangible Assets                       -           -    (125,000)
 Proceeds from Disposal of Assets                    -      15,000           -

Net Cash Used In Investing Activities                      (92,187)   (404,237)

Cash Flows from Financing Activities:
 Proceeds from Issuance of Stock and
 Exercise of Options & Warrants                  5,000     349,500   1,873,610
 Proceeds from Short-term Borrowings                 -     580,000     524,000
 Proceeds from (Payments On) Notes Payable           -      (2,292)     (8,838)
 Due to Officers & Employees, Net              (31,077)      3,315      62,750
 Borrowings from Affiliated Registrant, Net          -           -     (22,699)
 Payment of Stock Issue Costs                        -           -    (150,000)
 Payments on Litigation Liabilities Assumed          -           -    (191,557)
 Interest on Litigation Liabilities Assumed    180,038           -           -

Net Cash Provided by Financing Activities      153,961     930,523   2,087,266

Net (Decrease) Increase in Cash                    (25)     (2,198)     (1,210)
Cash at Beginning of Period                         25       2,223       3,433

Cash at End of Period                                0          25       2,223

See Note 17 "Statement of Cash Flows Supplemental Information"

                          See Notes to Financial Statements

                              DIAMOND HITTS PRODUCTION, INC.
                              (formerly Hitsgalore.com, Inc.)
                               NOTES TO FINANCIAL STATEMENTS

NOTE 1 - THE REGISTRANT AND BUSINESS

Effective as of February 16, 2002, the Registrant, through its new
management, determined that the Registrant's "dot com" assets were not
cost effective and sold a majority of such assets for $20,000.
Effective as of March 29, 2001, the Registrant changed its name from
Hitsgalore.com, Inc. to Diamond Hitts Production, Inc.   The
Registrant is a Florida corporation.

The Registrant is in the process of reinventing its business from a
pure "dot com" Registrant to a multifaceted entertainment/Hollywood-
Active production Registrant.  The Registrant's current business is to
seek and acquire profitable entertainment assets and liquidate,
modify, extend or otherwise satisfy the indebtedness of the
Registrant.

On March 19, 1999, the Registrant and Hitsgalore.com, a Nevada
corporation ("Old Hitsgalore.com"), completed a merger (the Merger").
Pursuant to the Merger, Old Hitsgalore.com was merged into the
Registrant and the Registrant changed its name to Hitsgalore.com, Inc.
Prior to the Merger, the Registrant was known as Systems
Communications, Inc. ("SCI").

For accounting purposes, the Merger of Old Hitsgalore.com into the
Registrant was treated as a recapitalization, with Old Hitsgalore.com
as the acquirer.  As a result of the Merger, the historical financial
statements and operations of Old Hitsgalore.com prior to March 19,
1999 became those of the Registrant.  Old Hitsgalore was incorporated
on July 21, 1998 and was in the development stage until the later part
of 1998.

As part of the Merger (and a reorganization of the Registrant, the
"Reorganization"), the Registrant declared a share consolidation (a
reverse split) of its then issued and outstanding common stock,
options, warrants and other rights to purchase its 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
Registrant's common stock.  The effect of the reverse split was such
that the Registrant would have approximately 8,000,000 shares of
common stock issued and outstanding, assuming exercise of all such
options, warrants and other rights, on the effective date of the Merger.

In connection with the Merger, the stockholders of Old Hitsgalore.com
received 37,675,000 shares of common stock in conversion of all the
issued and outstanding shares of common stock of Old Hitsgalore.com.
An additional 2,000,000 shares common stock were issued as
compensation to consultants and professionals rendering services in
connection with the Merger.

The Reorganization included the transfer of the Registrant's previous
business, properties and assets to International Healthcare Solutions,
Inc., a Florida corporation organized for that purpose ("IHSI"), in
exchange for twenty million shares of IHSI, constituting all of the
outstanding common stock of IHSI.  The Registrant also declared a
dividend in kind, payable in all of the shares of IHSI common stock,
to the Registrant'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 Registrant's
stockholders.  The IHSI common stock is to be distributed to the
Registrant's stockholders entitled to receive the dividend when the
registration statement covering the distribution of the shares under
the Securities Act of 1933 becomes effective.  IHSI, to the best of
the Registrant's knowledge and belief, has ceased operations; and,
there is no assurance that any such registration statement will be filed.

In connection with the transfer of the Registrant's business,
properties and assets to IHSI, IHSI assumed all the obligations, debts
and liabilities of the Registrant that existed as of March 19, 1999
and unconditionally and irrevocable indemnified the Registrant against
all of such obligations, debts and liabilities, with the result that
both the Registrant and IHSI are jointly and severally obligated for
such debts and liabilities.  The Registrant does not expect to be
indemnified by IHSI for any of such obligations, debts and liabilities.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition

The Registrant recognizes revenue when an agreement exists to sell a
product or service, the product or service has been delivered, the
sales price is fixed and determinable and collectibility of the sales
price is reasonably assured.

As of December 31, 1999, the Registrant provided an allowance for
cancellations and returns of $184,664.  The allowance for
cancellations and returns is for the return of monies derived from the
sale of Local City Editions ("LCEs") that the Registrant has offered
to refund to its LCE customers.

Revenue from the fixed price agreement for the sale of LCEs to a
customer (Note 9) is reported under the percentage-of-completion
method for financial statement purposes.  The revenue from the
customer's agreement reflected in the accompanying financial
statements for the year ended December 31, 1999 ($7,000,000)
represents the percentage of estimated total revenue that LCEs
delivered as of December 31, 1999 bore to the total number of LCEs
which were to have been delivered under the agreement over its term.
Because of customer default (see Note 9), the Registrant discontinued
the recognition of revenue under the agreement, effective as of
December 31, 1999.  In connection with the default, a bad debt of
$6,900,000 was originally recorded.  The bad debt has been off set
against revenue in the 1999 operations.  See Note 16.

Discontinued Operations

As set forth in Note 16, the Company's new management discontinued the
"dot com" business.  See Note 16 for "Results of Discontinued
Operations." Presently the Company is pursuing acquiring various enterprises.

Cash Equivalents

The Registrant considers all highly liquid investments with a maturity
of three months or less when purchased to be cash equivalents.

Accounts Receivable

The Registrant extends credit to its customers in the ordinary course
of business and provides an allowance for doubtful accounts that
management considers adequate.  As of December 31, 2000, the
Registrant had accounts receivable totaling $5,000, all of which were
collected in 2001.  As of December 31, 1999, the Registrant had a
receivable of $6,900,000 from The Life Foundation Trust ("LFT") which
was fully written off as of that date.  The sale was recorded in 1999,
consequently revenue for 1999 was effectively $495,959 before
cancellations and returns of $184,664.

Property and Equipment To Be Disposed Of

Assets to be disposed of are reported at the lower of their carrying
amount or estimated fair value (see Note 5).

Property and Equipment

Property and equipment are stated at cost.  Depreciation is provided
using the straight-line method over periods that approximate the
useful lives of the related assets.  The cost of leasehold
improvements is amortized over the lesser of the length of the related
lease or the estimated useful lives of the assets (see Notes 4 and 5).

Income Taxes

The Registrant recognized deferred tax assets and liabilities for the
expected future tax consequences of events that have been included in
the financial statements and tax returns.  Deferred tax assets and
liabilities are determined based on the difference between the
financial statement and tax bases of assets and liabilities using
enacted tax rates in effect for the year in which the differences are
expected to reverse.

Convertible Debt

The Company issued $1,050,500 in convertible debentures during 2000.
These debentures are convertible into common stock.  In connection
with the issuance of these debentures, the company recorded debt
discounts of $1,050, 500 to reflect the intrinsic value of the
beneficial conversion feature of the debentures (see Note 7).  The
debt discounts are being amortized over the term of the convertible
debentures issued during the year.  The Company recorded interest
expense of  $218,485 and $823,015 from the amortization of debt
discounts for the years 2001 and 2000 respectively.

Stock Options and Warrants

Financial Accounting Standards Board ("FASB") Statement No. 123,
"Accounting for Stock-Based Compensation Plans" ("FASB 123"),
effective for fiscal years beginning after December 15, 1995 provides
that expense equal to the fair value of all stock-based awards on the
date of the grant to be recognized over the vesting period.

Alternatively, this statement allows entities to continue to apply the
provisions of Accounting Principles Board ("APB") Opinion No. 25,
"Accounting for Stock Issued to Employees" ("APB 25"), whereby
compensation expense is recorded on the date the options are granted
to employees in an amount equal to the excess of the market price of
the underlying stock over the exercise price.  The Company has elected
to continue to apply the provisions of APB 25 and provide pro forma
disclosure of the provisions of FASB 123.

Earnings (Loss) Per Share

The Registrant has applied the provisions of Statement of Financial
Accounting Standards ("SFAS") No. 128, "Earnings Per Share" ("SFAS
128"), which requires the presentation of both basic and diluted
earnings per share.  Basic earnings per share are computed based on
the weighted average number of common share outstanding during the
period.  Diluted earnings per share are computed based on the sum of
the weighted average number of common shares outstanding plus the
additional number of shares that would have been outstanding if all
potentially dilutive common shares had been issued.  For the years
ended December 31, 2001, 2000 and 1999, the inclusion of potentially
dilutive securities in the calculation of loss per share would have
been anti-dilutive, thus both basic and diluted loss per share for the
years ended December 31, 2001, 2000 and 1999 are the same.

As of December 31, 2001, the Registrant had 30,127,184 options and
warrants outstanding, exercisable at prices ranging from $0.012 to
$2.00 per share.  The options and warrants outstanding expire on
various dates through the year 2005.  The Registrant also has a
convertible promissory note of $103,802.  This note, if converted as
of December 31, 2001, according to the terms contained in the related
debt agreement, would have been convertible into 4,400,000 shares.
These shares (34,527,184) all potentially dilutive were not used in
the loss per share calculation.

Long-Lived Assets

The Registrant has applied the provisions of SFAS No. 121, "Accounting
for the Impairment of Long-lived Assets and for Long-lived Assets to
Be Disposed Of" ("SFAS 121").  This statement requires impairment
losses to be recorded on long-lived assets used in operations when
indicators of impairment are present and the undiscounted cash flows
estimated to be generated by those assets are less than the assets'
carrying amount.  SFAS 121 also addressed the accounting for long-
lived assets that are expected to be disposed of (see Notes 4, 5, and 6).

Advertising Costs

Advertising costs, except for costs associated with direct response
advertising, are charged to operations when incurred.  The costs of
direct response advertising are capitalized and amortized over the
periods during which future benefits are expected to be received.
Advertising expense amounted to $0, $31,000 and $453,000 for the
periods ended December 31, 2001, 2000 and 1999 respectively.  As of
December 31, 2001, 2000 and 1999, the Registrant had no deferred
direct response advertising costs.

Use of Estimates

The process of preparing financial statements requires the use of
estimates and assumptions regarding certain types of assets,
liabilities, revenues and expenses.  Such estimates primarily relate
to unsettled transactions and events as of the date of the financial
statements.  Accordingly, upon settlement, actual results may differ
from estimated amounts.

NOTE 3 - GOING CONCERN

The accompanying financial statements have been prepared on the going
concern basis, which contemplates the realization of assets and
liquidation of liabilities in the ordinary course of business.  The
Registrant incurred operating losses of $3,321,785, $4,826,641 and
$2,624,461 in 2001, 2000 and 1999, respectively, and had a working
capital deficiency of approximately $4.7 million at December 31, 2001.
In addition, the Registrant is subject to numerous judgments awarded
by courts of competent jurisdiction, all of which have been provided
for.  However, the Registrant is currently unable to satisfy these
judgments or enter into any settlement agreements due to its lack of
financial resources.  In the absence of a sufficient amount of cash
flows from future operations or from financing transactions, the
Registrant would be required to seek other alternatives, including
sale, merger or discontinuance of operations.  These factors raise
substantial doubt about the Company's ability to continue as a going
concern. The financial statements do not include any adjustments that
might result from the outcome of these uncertainties.

Management's plans in this regard are discussed in Note 19 "Subsequent
Event."

NOTE 4 - PROPERTY AND EQUIPMENT

Property and equipment, net consists of the following:

     None

As of December 31, 2001, the Registrant recognized an impairment loss
to reduce the carrying value of property and equipment to its net
realizable value and classified the related assets as "property and
equipment to be disposed of" (see Note 5).

NOTE 5 - PROPERTY AND EQUIPMENT DISPOSED OF

Effective as of February 16, 2001, the Registrant disposed of its "dot
com" assets, consisting of all of the Registrant's property and
equipment and intangible assets, and vacated substantially all of its
leased premises.  The sales price for the assets disposed of was
$20,000.  Accordingly, the Registrant recorded a loss in 2001 equal to
the difference between the carrying value of the assets disposed of
and the proceeds from disposition.  The assets disposed of are shown
in the accompanying financial statements (December 31, 2001) as
property and equipment to be disposed of and are carried at $20,000.
The loss from the disposition of the assets, including intangible
assets, totaled $364,153 and is reflected in litigation awards and
other losses in the accompanying statement of operations (year ended
December 31, 2000). The $20,000 was not collected and written off in
year ended December 31, 2001 (see Note 6).

NOTE 6 - INTANGIBLE ASSETS

On April 20, 1999, the Registrant 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 100,000 shares of
the Registrant's common stock.  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 were being
amortized over three years.  The unamortized value of intangible
assets, before recognition of impairment, was $194,012.

NOTE 7 - SHORT-TERM BORROWINGS FROM RELATED PARTIES

Short-term borrowings from related parties at December 31, 2001
consist of $701,500 payable under a series of promissory note
agreements, all of which have been consolidated into a single
promissory note agreement (hereinafter referred to as the
"Consolidated Promissory Note"), and $103,802 payable under a
convertible promissory note agreement, dated as of September 20, 2000.

The terms of the Consolidated Promissory Note provide for a series of
principal payments to the lender totaling $701,500 during the period
from January 6, 2001 through December 7, 2001.  The payments due under
the Consolidated Promissory Note may be made, at the election of the
Registrant, in cash (the "Cash Payment Option"), or by the issuance of
shares of the Registrant's common stock (the "Conversion Option").

The Cash Payment Option or the Conversion Option is to be elected by
the Registrant on the due date of the respective borrowings under the
Consolidated Promissory Note.  If the Registrant elects the Cash
Payment Option, it is also obligated to make an interest payment
computed based on the amount of principal payment and an interest rate
of 8% per annum.  If the Registrant elects the Conversion Options, the
number of shares issuable is to be based on the amount of principal
being converted divided by fifty percent (50%) of the bid price of the
Registrant's shares of common stock as of the close of business on the
due date of the respective borrowings under the Consolidated
Promissory Note.  The Registrant has elected not to elect the
conversion feature.

As of December 31, 2001, the total amount due to the lender under the
Cash Payment Option is $701,500 plus interest of $94,087.

In connection with the consolidation of the series of promissory notes
into a single consolidated Promissory Note, the Registrant added the
Conversion Option ("Conversion Feature").  The Conversion Feature was
effective as of April 24, 2000 and applies to borrowings outstanding
as of April 24, 2000 and all subsequent borrowings made under the
Consolidated Promissory Consolidated Note.

As a result of the Conversion Feature, the Registrant has recorded the
amount of the beneficial conversion feature as an increase in
additional paid in capital and an increase in debt discount.  In
addition, during 2000 the Registrant granted stock options to acquire
50,000 shares of the Registrant's common stock in connection with a
$20,000 borrowing event.  The fair value assigned to the stock
options, using the Black Scholes option pricing model, was $14,823 and
was also accounted for as an increase in additional paid in capital
and an increase in debt discount.  The debt discount is being
amortized over the term of the respective borrowing dates.  For the
years ended December 31, 2001 and 2000 the Registrant recorded
interest expense from the amortization of the debt discount related to
these borrowings of $218,845 and $782,015 respectively.  The
unamortized debt discount related to these borrowings as of December
31, 2001 and December 31, 2000 were $0 and $218,845, respectively.

The convertible promissory note agreement with a principal balance in
the original amount of $103,802 (the "September 20, 2000 Note:),
matured on December 8, 2000, subject to a proviso that all offset
rights under a settlement agreement, dated as of September 19, 2000
(the "Settlement Agreement"), were determined.  The later date is the
payment date (the "Payment Date") as defined in the note.  The
September 30, 2000 Note, or any portion thereof is convertible, at the
election of the holder, into shares of the Registrant's common stock
on the Payment Date at a conversion price equal to fifty percent (50%)
of the closing bid price of the Registrant's common stock at the close
of business on the day preceding the receipt by the Registrant of a
notice of conversion.  The current balance of the note is comprised of
borrowings from the related party of $150,000 and accrued interest and
other costs of approximately $16,000, less net proceeds received by
the related party of approximately ($62,198) from the sale of common
stock, a net of $103,802.

The notice of conversion was received and the offset rights under the
Settlement Agreement were determined as of January 22, 2001.  The
notice of conversion, together with the offset rights under the
Settlement Agreement, provides for the issuance of approximately 4.4
million restricted shares to settle the Registrant's obligations under
the applicable agreements.  The Company is contesting the issuance of
the 4.4 million restricted shares alleging that the transaction
results in usurious interest.  Nevertheless, the Company has set aside
4.4 million shares to fulfill its obligation if necessary.

NOTE 8 - LITIGATION RELATED LIABILITIES

Litigation related liabilities consist of judgments awarded against
the Registrant by courts of competent jurisdiction for matters
existing as of the date of the merger or arising from the merger.
These matters are described below.

On May 21, 1997, Mr. Jeff Good, as Plaintiff, filed an action in the
United States District Court, Southern District of Iowa, Davenport
Division (Case No. 3-97-CV-60085) against Systems Communications,
Inc., as Defendant, for amounts Mr. Good alleged were due under an
employment agreement.  On September 22, 2000, the Court entered an
order of Findings of Fact, Conclusions of Law and Judgment against the
Registrant.  The amount accrued at December 31, 2001 is $1,082,641.

On April 15, 1997, Mr. Ken Lane, as Plaintiff, filed an action in the
United States District Court, District court of Utah, Central Division
(Case No. 2:97CV0292W) against Systems Communications, Inc. and a
subsidiary Registrant that is now a subsidiary of IHSI, as Defendants,
for amounts due under a consulting agreement.

On July 7, 2002, the United States District Court for the District of
Utah, Central Division, entered a judgment in favor of Kenneth D. Lame
against the Registrant.  The amount accrued at December 31, 2001 is
$331,877.

In 1996, Systems Communications, Inc. informed the principals of Coast
Communications, Inc. ("CCI") that it was canceling the acquisition of
CCI, terminating all of the related acquisition documents and
abandoning CCI's business.  In connection with the abandonment of
CCI's business, the Registrant wrote off its remaining investment in
CCI and recognized a loss of approximately $300,000.  The principals
of CCI filed suit against the Registrant, and on October 15, 1999 the
Circuit Court of Pinellas County, Florida, Case Number 99-003990-CI-
20, entered a judgment against Systems Communications, Inc.  The
amount accrued at December 31, 2001 is $582,522.

On June 27, 2000, the Circuit Court of the Sixth Circuit in and for
Pinellas County, Florida entered Final Judgments of damages in favor
of Mr. Edwin B. Salmon, Jr., the former chief Executive Officer and
Chairman of the Board of the Registrant, (Case No. 00-002088-CI-15),
and in favor of Mr. William Van Hook, the transferee of certain merger
shares from Mr. Salmon (Case No. 00-002946-CI-15) for wrongfully
denying the removal of restrictive legends, pursuant to Rule 144 of
the Securities Act of 1933, on share certificates of the Registrant
held by them.  The Registrant believes that it did not wrongfully deny
the removal of restrictive legends as a result of Mr. Salmon's
guaranty of merger liabilities and representations made by Mr. Salmon
in connection with the merger.  The amount accrued at December 31,
2001 is $696,722

On October 26, 1999, the Supreme Court of the State of New York
entered a judgment in favor of Health Management Services, Inc.,
Plaintiff, against a subsidiary Registrant that is now a subsidiary of
IHSI, as Defendant.  The amount accrued at December 31, 2001 is $98,074.

Included in litigation claims and other losses for the year ended
December 31, 2000 is $954,970 from an increase in the estimated
amounts of merger related liabilities outstanding as of December 31,
2000.  Other than interest, there was no increase recorded for the
year ended December 31, 2001.

NOTE 9 - LIFE TRUST FOUNDATION DEFAULT

On April 17, 2000, LFT defaulted on its payment obligations to the
Registrant under an agreement dated April 15, 1999 (the "Agreement")
and an early payment agreement dated February 16, 2000 (the "Early
Payment Agreement").

Under the Agreement, LFT was to pay $10,000,000 for the purchase of
2,000,000 shares of the Registrant's common stock pursuant to a stock
subscription agreement (the "Subscription Agreement") and $10,000,000
for the development of Local City Editions of the Registrant's web
site.  As of March 31, 2000, the Registrant had fulfilled its
obligations under the Agreement.  The Agreement provided for payment
in full on April 15, 2000.  The payment obligation is secured by a
security interest and lien on an undivided interest in a collection of
Aden stamps (the "Collectibles").  The collectibles are held in
safekeeping by an independent trust facility located in New York, NY.
No value has been assigned to the collectibles.

The Early Payment Agreement provided for the payment of $3,500,000 on
or before February 21, 2000 and $16,500,000, in one or more
installments, over a period of thirty days following the date of the
initial payment under the Early Payment Agreement.

As a result of the default by LFT, the Registrant retained counsel to
explore its options with respect to liquidation of the Collectibles in
payment of monies due under the Agreement.  The Registrant has reason
to believe that other persons may attempt to defeat the Registrant's
claim to the collateral and claim interests in the collateral adverse
to the Registrant's claim.  Thus, the liquidation process may be
protracted.  It is too early to estimate with any degree of certainty
the Registrant's likelihood of recovery.  Because of the uncertainty
of collecting the LFT obligations, the Registrant wrote off all of the
receivables due from LFT, including a Subscription Receivable in the
amount of $10,000,000, recorded a charge to income of $6.9 million in
the fourth quarter of 1999 and discontinued recognizing revenues from
the LFT Agreement.

In April 2000 the Registrant demanded that LFT return all shares of
the Registrant's common stock held in LFT's possession, including
eight million shares transferred to LFT by the Registrant's then
Chairman in contemplation of completing all of the proposed
transactions between the Registrant and LFT.  Pursuant to the demand
for the return of shares, LFT returned 1,750,000 shares of the
2,000,000 shares issued to LFT pursuant to the Subscription Agreement
and the eight million shares transferred to LFT by the Registrant's
Chairman.  The Registrant has retained counsel to determine what
actions can be taken to recover the 250,000 shares issued to LFT under
the Subscription Agreement that were not returned to the Registrant or
any funds received by LFT from the sale of the shares.  It is too
early to estimate with any degree of certainty the Registrant's
likelihood of recovery.  The eight million shares that were returned
to the Registrant by LFT were canceled and reissued to the
Registrant's Chairman in May 2000.

In March 2000, the Registrant received a check payment from LFT in the
amount of $200,000 that was deposited into the Registrant's account at
Bank of America (the "Bank").  Upon receipt of these monies, the
Registrant made a disbursement of $100,000 from its account at the
Bank that was "paid" by the Bank.  The $200,000 check received from
LFT was subsequently returned "non-sufficient funds" by LFT's bank.
As a result of these transactions, the Registrant created an overdraft
in its account at the Bank, which has not been repaid.  On January 12,
2000, the Bank obtained an ex parte pre-judgment writ of attachment in
the Superior Court of California (Case RCV 052453) in the amount of
$98,068.  Included in accounts payable as of December 31, 2001, is a
payable to Bank of America of  $100,109.

NOTE 10 - RELATED PARTY TRANSACTIONS

Amounts due to officers and stockholders as of December 31, 2000 and
1999 are due on demand and are non-interest bearing.

During 1999, the Registrant's Chairman of the Board of Directors
returned to the Registrant for issuance to other parties 2,000,000
shares of the Registrant's common stock for no consideration. In
August 2000, 2,000,000 shares of the Registrant's common stock were
reissued to the Registrant's Chairman without consideration.

During 1999, the Registrant paid a related party $150,000 for
assistance with the sale of its common stock and the exercise of its
warrants.  In 2000, the Registrant issued notes payable of $77,000 to
the same related party for services rendered in connection with
financing transactions.

In December 2000, the Registrant issued 46,307,697 shares of its
common stock to the Registrant's Chairman of the Board in payment of
accrued compensation totaling $557,538 and 514,091 shares in payment
of loans payable to the Chairman in the amount of $16,127.

In October 2000, the Registrant issued 949,927 shares of its common
stock to an officer of the Registrant in payment of accrued
compensation totaling $75,044.

In October 2000, the Registrant issued 312,500 shares of its common
stock to each of its non-officer directors as compensation for
services rendered.  The total number of shares issued were 937,500.
The shares issued were valued at $75,000 in the aggregate.

In August 2000, the Registrant, at the request of its Chairman of the
Board, gifted a Registrant owned vehicle to the Maxx Life Foundation.
The Registrant accounted for this transaction as a reduction in
amounts loaned to the Registrant by its Chairman.  The carrying value
of the vehicle was $37,239.  No gain or loss was recognized.

The Company's current president received 15,500,000 shares as
compensation.

For additional transactions with parties deemed to be related parties,
see Note 7.  The above transactions are not necessarily indicative of
what these transactions would have been between unrelated parties.

NOTE 11 - INCOME TAXES

As of December 31, 2001, the Registrant has an operating loss carry
forward.  It did not record a provision (credit) for income taxes in
2001, 2000 and 1999.  As of December 31, 2001, the Registrant has a
net operating loss carry forward of approximately $10.7 million.  The
loss carry forward expires on various dates through 2020.

The tax benefit of the loss carry forward is fully reserved as of
December 31, 2000.  There are no other significant differences between
the financial statement and tax bases of assets and liabilities.

NOTE 12 - LEASES

As of December 31, 2000, the Registrant leased office space under
operating lease agreements expiring on various dates through December
31, 2002.  Minimum future rental payments under these lease agreements
totaled $71,078 as of December 31, 2000.  The annual rentals under
these lease agreements are $47,870 and $23,208 in 2001 and 2000
respectively.

Rental expense under all operating leases was $63,757 and $51,476 in
2000 and 1999 respectively.  At December 31, 2001 the Registrant was
not occupying any leased facilities but working out of an investor's
office.

NOTE 13- STOCKHOLDERS' EQUITY

The Registrant has 550,000,000 shares of common stock, $.001 par
value, authorized.  The number of authorized shares includes:  an
increase of 200 million in the number of authorized shares from 50
million shares to 250 million shares on September 11, 2000; and, an
increase of 300 million in the number of authorized shares from 250
million shares to 550 million shares on January 3, 2001.

The Registrant has 5,000,000 shares of class A preferred stock
authorized.  The Class A preferred stock is nonvoting, has a stated
value and liquidation preference of $1.00 per share and is convertible
into one-half share of the registrant's common stock at the election
of the holder.  As of December 31, 2001, no shares of the Registrant's
Class A preferred stock were outstanding.

The Registrant has 10,000,000 shares of Class B preferred stock
authorized.  The Class B preferred stock is nonvoting, has stated
value and liquidation preference of $1.00 per share and is convertible
into shares of the Registrant's common stock based on the stated value
divided by the 10-day average closing bid price of the Registrant's
common stock on the date of issuance.  As of December 31, 2001, the
Registrant had 100,000 shares of Class B preferred stock outstanding.

NOTE 14 - OPTIONS AND WARRANTS

As of December 31, 2001, the Registrant has 30,127,184 options and
warrants outstanding exercisable at prices ranging from $0.012 to
$2.00 per share.  Options outstanding as of December 31, 2001 were not
granted pursuant to any formal plan or plans to provide stock based
compensation in the form of stock options to employees, but were
granted based solely on the discretion of the Registrant's Board of
Directors.  During 2000, the Registrant granted (i) thirty (30)
million options to officers and directors and (ii) 50,000 options to a
related party in connection with a short term borrowing event (see
Note 7).  The options granted to officers and directors are
exercisable at a price of $0.012 per share and expire in December
2005.  The options granted to the related party are exercisable at a
price of $2.00 per share and expire in February 2002. All of the
options granted during 2000 were vested on the date of grant and are
currently outstanding and exercisable.  The exercise price of all
other options and warrants outstanding (77,184 in the aggregate) at
December 31, 2001 range from $0.10 to $0.20 per share and expire on
various dates through 2003.

Options and warrants outstanding as of December 31, 2001 are
summarized as follows:

                                                         Weighted
                                             Number      Exercise     Average
                                               Of        Price per    Exercise
                                             Shares        Share       Price

Options and warrants outstanding
as of December 31, 1999                      574,326  $0.700-$10.50   $1.4098

Options and warrants exercised
or expiring during the year:
 Options and warrants exercised             (57,143)  $0.700          $0.7000
 Options and warrants expiring             (440,000)  $0.700-$10.50   $1.6176

Options and warrants granted
during the year:
 Options and warrants granted
  to officers and directors              30,000,000  $0.012           $0.0120
 Options and warrants granted
  to related party                           50,000  $2.00            $2.00

Options and warrants outstanding
as of December 31, 2000                  30,127,183  $0.012-$2.00     $0.0153

Options and warrants exercised
or expiring during the year                       -       -                 -

Options and warrants granted
during the year                                   -       -                 -

Options and warrants outstanding
as of December 31, 2001                   30,127,183  $0.012-$2.00    $0.0153

The registrant follows APB Opinion No. 25, "Accounting for Stock
Issued to Employees" ("APB 25") and related Interpretations in
accounting for employee stock options.  The exercise price of options
granted during 2000 was equal to the fair market value of the
Registrant's common stock on the date of grant.  Under APB 25, because
the exercise price of employee stock options equals the market price
of the Registrant's common stock on the date of grant, no compensation
expense was recognized.

FASB 123 provides for an alternative fair market method of accounting
for stock compensation expense.  The fair value method of accounting
requires the use of complex option pricing models that were developed
for valuing publicly traded options.  Option pricing models also
require the use of subjective assumptions about the Registrant's stock
and do not necessarily provide a reliable measure of the fair value of
the Registrant's stock options.

Companies that have not adopted FASB 123 are required to present pro
forma disclosure of what net income (loss) and earnings (loss) per
share would have been had the fair value method of accounting been
used to recognize stock option expense.  Pro forma disclosures are for
the year ended December 31, 2001 and are based on the terms of the
options granted during the year to employees, the price of the
Registrant's stock on the date of grant and other assumptions using
the "Black-Scholes option pricing model," including the following:

     Risk-free interest rate         4.99% to 6.83%
     Dividend yield                              -
     Volatility                      105% to 111%
     Term (in years)                 2.0 to 5.0

Based on the fair value method of accounting, compensation expense and
net loss for the year ended December 31, 2001, would have been
increased by $241,000 and basic and diluted loss per share would have
been increased by $0.001 per share.

The options granted during 2000 in connection with a short-term
borrowing event with a related party were valued and recorded using
the fair value method of accounting.  The effect of the use of the
fair value method of accounting for these options was to increase
additional paid in capital and debt discount by $14,823 (see Note 7).

NOTE 15 - COMMITMENTS AND CONTINGENCIES

On May 13, 1999, May 16, 1999 and June 11, 1999, separate putative
class action suits were filed against the Registrant, Mr. Steve
Bradford and Mr. Dorian Reed in the United States District Count,
Central District of California (Case Nos. 99-5060, 99-5151R and 99-
6925R, respectively), involving the purchase of the Registrant's
securities during periods specified in the complaints.  On September
20, 1999, the Court entered an order consolidating the lawsuits into
one and appointing the lead plaintiff and lead counsel for the
consolidated lawsuits (the "Consolidation Order").  Pursuant to the
Consolidation Order, on or about October 8, 1999, a single
consolidated amended class action complaint (the "Amended complaint")
was filed by the plaintiffs in the consolidated putative class action
under Case No. 99-5060R.

The Amended Complaint attempted to assert claims for violations of the
federal securities laws against the Registrant and Messrs. Bradford
and Reed based on alleged misrepresentations and omissions of fact
purportedly made in the Registrant's press releases and certain SEC
filings during the period from February 17, 1999 through August 24,
1999 (the "Class Period").  The Defendants believe the claims to be
without merit and have vigorously contested the lawsuit, and
successfully moved to dismiss the Amended Complaint, which Complaint
was dismissed by the Court on December 20, 1999.

On January 11, 2000, Plaintiffs filed their second consolidated
amended class action complaint ("2nd Amended Complaint"), to which the
Defendants again responded with a motion to dismiss. On February 23,
2000, the Court entered its Order Granting Defendant's Motion to
Dismiss with Prejudice, effectively terminating the action before the
District Court.  The Plaintiff's filed a Notice of Appeal, appealing
the Order dismissing the case to the U.S. Court of Appeals for the
Ninth Circuit.  On or about July 12, 2000, the Company and Plaintiffs
voluntarily dismissed the appeal pursuant to a stipulation in which
each party agreed to bear their own respective fees and costs. In
light of the dismissal, the Company believes that it is unlikely that
the class action will have any material effect on the financial
condition of the Company.

On June 9, 2000, staff members of the United States Securities and
Exchange Commission (the "Commission") advised the Registrant that a
recommendation would be made to the Commission seeking authority to
file a civil injunctive action in United States District court against
the Registrant and Steve Bradford, the Registrant's former President
and Chief Executive Officer.  The recommended action involves alleged
violations of Section 10(b) of the Securities Exchange Act of 1934,
and Rule 10b-5, promulgated thereunder (collectively "Section 10(b)"),
in connection with certain press releases issued by the Registrant
prior to May 1999, regarding the Life Foundation Trust.

The Registrant is subject to a consent order issued by the Michigan
Securities Bureau in December 1996 regarding the sale of its
securities to persons residing in the State of Michigan.  It is
uncertain whether or not the Registrant will be obligated to
repurchase or otherwise compensate Michigan purchasers for shares sold
and has not made a provision therefore.

The Registrant was advised by counsel that it may have violated
Section 5 of the Securities Act of 1933 in years prior to 2000.
Counsel further advised the Registrant that initial public purchasers
of any shares sold in such violation may have rescission rights to the
extent they still own the stock, or have a claim for damages to the
extent they resold the stock at a loss.  The Registrant is unable to
determine the number of shares that may be subject to a violation, and
is uncertain as to whether the Registrant has any liabilities arising
from these transactions.  The Registrant has made no provision in the
accompanying financial statements for possible losses, penalties
and/or fines, if any, related to these transactions.

On April 27, 2000 the Registrant filed a Complaint for libel in the
Superior Court of the State of California for the County of Los
Angeles, Case No. BC 228991 against Bloomberg, L.P. ("Bloomberg") a
Delaware limited partnership, and David Evans ("Evans"), a reporter
with Bloomberg's news service, Bloomberg News.  The lawsuit alleges
that Bloomberg and Evans, through Bloomberg News, published a series
of "Defamatory Articles" on May 11 and May 12, 1999, which contained
certain false and defamatory statements regarding the Registrant.  As
a result of the publication of the articles, the Complaint alleges,
the price of the Registrant's stock dropped about 53% in one day.  The
Complaint seeks damages against Bloomberg and Evans in excess of five
hundred million dollars ($500,000,000).

In July 2000, the Superior Court of the State of California for the
County of Los Angeles, ("the Court") denied Bloomberg's first Motion
to Strike, holding that Bloomberg and Evans failed to meet their
burden of proof of showing the application of California's "anti-
SLAPP" statute.

On October 22, 2000, after giving the defendants a second opportunity
to present evidence, the Court granted the defendants "renewed"
special motion to strike, brought pursuant to the "anti-SLAPP" statute
and dismissed the Registrant's Complaint for Libel.  The Court also
awarded the defendants attorney's fees in an amount to be determined
at a future date after an evidentiary hearing.

NOTE 16 - RESULTS OF DISCONTINUED OPERATIONS

The results of discontinued operations are summarized as follows

                                               Year Ended December 31
                                              2001      2000      1999

Revenue (includes bad debt write-off
of $6,900,000 - see Note 2, Revenue
 Recognition)                             $       -  $   162,959  $  495,959
Operating costs and expenses
Selling, Generating & Administrative       1,344,791   2,406,320   2,926,398
Depreciation & Amortization                        -     285,093     195,775
Litigation Claims and Other Losses                 -   1,321,369           -

Total Operating Costs & Expenses           1,344,791   4,012,782   3,122,173

(Loss) From Operations                    (1,344,791) (3,849,823) (2,626,214)

Other Income (Expense)

Miscellaneous Income                               -      10,000           -

Interest (Expense) Income                          -    (986,818)      1,753

Loss Before Income Tax                    (1,344,791) (4,826,641) (2,624,461)

Provision for Income Taxes                         -           -           -

Net Loss                                 $(1,344,791)$(4,826,641) $(2,624,461)

NOTE 17 - STATEMENTS OF CASH FLOWS SUPPLEMENTAL INFORMATION

Non cash investing and financing activities for the years ended
December 31, 2001 and 2000 are summarized as follows:
                                                       2001       2000

Issuance of common stock in exchange for:
 Conversion of short-term borrowings
  from related parties                                           $624,100
 Payment of accrued compensation to officers                      695,968
 Compensation expenses                             $   708,728    352,734
 Purchase of assets
 Settlement of accounts payable
 Settlement of merger liabilities assumed
 Financing fees                                                    60,050
Issuance of note payable for stock issue
 costs and fees                                                    54,500
Issuance of notes payable for services                             92,000
Disposals of property and equipment
 in exchange for:
  Amounts due to officer                                           37,238
  Reduction in note payable                                        16,882
  Retainer stock plan                                1,825,705
  2000 stock award plan                                188,501
Cash paid during the period for:
 Interest
 Income taxes

NOTE 18 - STOCK AWARD PLANS

On September 20, 2000, the Registrant adopted the Hitsgalore.com -
Year 2000 Stock Award Plan (the "Plan") and, on October 3, 2000, filed
a registration statement on Form S8 with the Securities and Exchange
Commission to issue up to 10,000,000 shares of the Registrant's common
stock under the Plan.

The shares of common stock were registered for the purpose of issuance
to the Registrant's employees and consultants (the "recipients) as
compensation for bona fide services rendered to the Registrant not in
connection with capital raising activities. As of December 31, 2001, a
total of 5,163,687 shares registered remained unissued.

On February 8, 2001, the Registrant filed a registration statement on
Form S-8 with the Securities and Exchange Commission to issue up to
50,000,000 shares of the Registrant's common stock.  No shares have
been issued under this plan through December 31, 2001.

On June 18, 2001, the Registrant filed a registration statement on
Form S-8 with the Securities and Exchange Commission to issue up to
91,000,000 shares of the Registrant's common stock.  A total of
85,000,000 shares have been issued under this plan through December
31, 2001.

NOTE 19 - HITSGALORE.COM RETAINER STOCK PLAN FOR NON-EMPLOYEE
DIRECTORS AND CONSULTANTS

On January 16, 2001, the Registrant adopted the Hitsgalore.com
Retainer Stock Plan for Non-Employee Directors and Consultants (the
"Hitsgalore Plan") and, on February 8, 2001 filed a registration
statement on Form S-8 with the Securities and Exchange Commission to
issue up to 50,000,000 shares of the Registrant's common stock under
the Hitsgalore Plan.

The terms of the Hitsgalore Plan provide for the issuance of up to
50,000,000 shares of common stock to the Registrant's non-employee
directors and consultants as compensation for bona fide services
rendered to the Registrant not in connection with capital raising or
market making activities.  The Registrant's Board of Directors is the
Plan Administrator.  As of December 31, 2001,  shares were issued
under this plan.

NOTE 20 - DIAMOND HITTS PRODUCTION NON-EMPLOYEE DIRECTOR AND
CONSULTANT RETAINER STOCK PLAN

On May 25, 2001, the Registrant adopted the Diamond Hitts Production
Non-Employee Directors and Consultants Retainer Stock Plan (the
"Diamond Hitts Plan") and, on June 18, 2001 filed a registration
statement on Form S-8 with the Securities and Exchange Commission to
issue up to 91,000,000 shares of the Registrant's common stock under
the Diamond Hitts Plan.

The terms of the Diamond Hitts Plan provide for the issuance of up to
91,000,000 shares of common stock to the Registrant's non-employee
directors and consultants as compensation for bona fide services
rendered to the Registrant not in connection with capital raising or
market making activities.  The Registrant's Board of Directors is the
Plan Administrator.  As of December 31, 2001,  51,000,000 shares have
been issued under this plan.

NOTE 21 - SUBSEQUENT EVENTS

As set forth in Note 3, "Going Concern" the Company's negative
financial condition raises substantial doubt about the Company's
ability to continue as a going concern.

The Company's management hopes to work out an arrangement with its
creditors; acquire companies that have positive cash flows and, if
possible, arrange a line of credit.  A trust may be created to assume
the Company's liability in exchange for stock.  The trust will, if
created, attempt to work out a settlement with its creditors.

There can be no guarantee that the Company's management will be
successful in remediating the going concern problem.

The controversy related to the stamps held as collateral (Note 9) and
also claimed by others has been resolved by mutual agreement between
the Registrant and those parties also claiming an interest.  The
amount of the stamps and their value, if any, to the Registrant
remains unknown.

                                EXHIBIT INDEX

Number                       Description

2.1     Agreement to Exchange Stock between the Registrant and Grant
        Kolb and Patrick Loeprich, dated November 14, 1997
        (incorporated by reference to Exhibit 10.43 of the Form 8-K
        filed on November 21, 1997).

2.2     Reorganization and Merger Agreement between Hitsgalore.com
        and Systems Communications, Inc., dated February 11, 1999
        (incorporated by reference to Exhibit 2 to the Form 8-K
        filed on February 17, 1999).

2.3     Agreement and Plan of Merger between the Registrant and
        Diamond Hitts Production, Inc., a Florida corporation, dated
        August 9, 2001 (incorporated by reference to Exhibit 2.3 of
        the Form 10-Q filed on November  21, 2001).

3.1     Articles of Incorporation, dated June 20, 2001 (incorporated
        by reference to Exhibit 3.1 of the Form 10-Q filed on
        November  21, 2001).

3.2     Certificate of Amendment to Articles of Incorporation, dated
        August 14, 2001 (incorporated by reference to Exhibit 3.2 of
        the Form 10-Q filed on November 21, 2001).

3.3     Bylaws (incorporated by reference to Exhibit 3.2 to the Form
        10 filed on July 23, 1996).

4.1     Convertible Debenture Note between the Registrant and Telcom
        United North, Inc., dated December 5, 1995 (incorporated by
        reference to Exhibit 4.1 of the Form 10-SB filed on July 23, 1996).

4.2     Convertible Debenture Note between the Registrant and Donald
        T. McAllister, M.D., dated December 5, 1995 (incorporated by
        reference to Exhibit 4.2 of the Form 10-SB filed on July 23, 1996).

4.3     Convertible Debenture Note between the Registrant and David
        Fisk, dated December 5, 1995 (incorporated by reference to
        Exhibit 4 of the Form 10-SB filed on July 23, 1996).

4.4     Convertible Debenture Note between the Registrant and
        Leonard F. D'Innocenzo, dated December 5, 1995 (incorporated
        by reference to Exhibit 4 of the Form 10-SB filed on July
        23, 1996).

4.5     Convertible Debenture Note between the Registrant and Dean
        Charles Colantino, dated December 5, 1995 (incorporated by
        reference to Exhibit 4 of the Form 10-SB filed on July 23, 1996).

4.6     Convertible Debenture Note between the Registrant and Donald
        P. Dugan, dated December 5, 1995 (incorporated by reference
        to Exhibit 4 of the Form 10-SB filed on July 23, 1996).

4.7     Convertible Debenture Note between the Registrant and Comgi
        Retirement Trust, John R. Lang, M.D./Sharon B. Lang: Trustees, dated
        December 5, 1995 (incorporated by reference to Exhibit 4 of the Form
        10-SB filed on July 23, 1996).

4.8     Convertible Debenture Note between the Registrant and John
        R. Lang, M.D./Sharon B. Lang, dated December 5, 1995
        (incorporated by reference to Exhibit 4 of the Form 10-SB
        filed on July 23, 1996).

4.9     Convertible Debenture Note between the Registrant and Dale
        D. Higgins, dated December 5, 1995 (incorporated by
        reference to Exhibit 4 of the Form 10-SB filed on July 23, 1996).

4.10    Convertible Debenture Note between the Registrant and R.
        Thomas Jannarone, dated December 5, 1995 (incorporated by
        reference to Exhibit 4 of the Form 10-SB filed on July 23, 1996).

4.11    Offshore Offering Distribution agreement between the
        Registrant and Victory Investments, LLC., dated October 1,
        1996 (incorporated by reference to Exhibit 4.11 of the Form
        8-K filed on March 28, 1997).

4.12    Convertible Debenture issued to RIC Investment Fund, Ltd.,
        dated November 21, 1996 (incorporated by reference to Exhibit 4.12
        of the Form 8-K filed on March 28, 1997).

4.13    Offshore Securities Subscription Agreement for Cumulative
        Convertible Debenture between the Registrant and RANA
        Investment Registrant, dated November 26, 1996 (incorporated
        by reference to Exhibit 4.13 of the Form 8-K filed on March
        28, 1997).

4.14    Cumulative Convertible Debenture Note issued by the
        Registrant to Nidan, Inc. (incorporated by reference to
        Exhibit 4.15 of the Form 10-K filed on February 20, 1998).

4.15    Convertible Debenture issued to International TeleData
        Corporation, dated January 31, 1997 (incorporated by
        reference to Exhibit 10.41 of the Form 8-K filed on July 28, 1997).

4.16    Offshore Securities Subscription Agreement for Convertible
        Debenture between the Registrant and Timboon, Ltd., dated
        February 24, 1997 (incorporated by reference to Exhibit 4.14
        of the Form 8-K filed on March 28, 1997).

4.17    Form of Settlement Agreement between the Registrant and
        Timboon Ltd., dated March 2, 1998 (incorporated by reference
        to Exhibit 4.16 of the Form 8-K filed on March 10, 1998).

4.18    Form of Non-Statutory Incentive Stock Option Agreement
        (incorporated by reference to Exhibit 4.17 of the Form S-8
        filed on May 12, 1998).

4.19    Hitsgalore.com, Inc. Year 2000 Stock Award Plan, dated
        September 29, 2000 (incorporated by reference to Exhibit
        10.1 of the Form S-8 filed on October 2, 2000).

4.20    Retainer Stock Plan for Non-Employee Directors and
        Consultants, dated January 16, 2001 (incorporated by
        reference to Exhibit 4 of the Form S-8 filed on February 8, 2001)

4.21    Non-Employee Directors and Consultants Retainer Stock Plan,
        dated May 25, 2001 (incorporated by reference to Exhibit 4.1
        of the Form S-8 filed on June 18, 2001).

4.22    Consulting Services Agreement between the Registrant and
        Mark Crist, dated May 30, 2001 (incorporated by reference to
        Exhibit 4.2 of the Form S-8 filed on June 18, 2001).

4.23    Consulting Services Agreement between the Registrant and
        Marcine Aniz Uhler, dated May 30, 2001 (incorporated by
        reference to Exhibit 4.3 of the Form S-8 filed on June 18, 2001).

4.24    Consulting Services Agreement between the Registrant and
        Marc R. Tow, dated May 30, 2001 (incorporated by reference
        to Exhibit 4.4 of the Form S-8 filed on June 18, 2001).

4.25    Consulting Services Agreement between the Registrant and
        Richard Nuthmann, dated May 30, 2001 (incorporated by
        reference to Exhibit 4.5 of the Form S-8 filed on June 18, 2001).

4.26    Consulting Services Agreement between the Registrant and
        Charles Maranto, dated May 30, 2001 (incorporated by
        reference to Exhibit 4.6 of the Form S-8 filed on June 18, 2001).

4.27    Consulting Services Agreement between the Registrant and
        John Anton, dated May 30, 2001 (incorporated by reference to
        Exhibit 4.7 of the Form S-8 filed on June 18, 2001).

4.28    Consulting Services Agreement between the Registrant and
        Larry Arnold, dated May 30, 2001 (incorporated by reference
        to Exhibit 4.8 of the Form S-8 filed on June 18, 2001).

4.29    Consulting Services Agreement between the Registrant and
        Robert Thompson, dated May 30, 2001 (incorporated by
        reference to Exhibit 4.9 of the Form S-8 filed on June 18, 2001).

4.30    Consulting Services Agreement between the Registrant and
        Laurie Carrington, dated May 30, 2001 (incorporated by
        reference to Exhibit 4.10 of the Form S-8 filed on June 18, 2001).

4.31    Consulting Services Agreement between the Registrant and
        Leonard Shulman, dated May 30, 2001 (incorporated by
        reference to Exhibit 4.11 of the Form S-8 filed on June 18, 2001).

10.1    Letter of Intent, Subscription for Stock between the
        Registrant and The Life Foundation Trust, dated April 15,
        1999 (incorporated by reference to Exhibit 10.44 of the Form
        10-K/A filed on December 2, 1999).

10.2    Subscription Agreement and Investment Representations
        between the Registrant and The Life Foundation Trust, dated
        April 15, 1999 (incorporated by reference to Exhibit 10.45
        of the Form 10-K/A filed on December 2, 1999).

10.3    Purchase Agreement between the Registrant and Solvere, Inc.,
        dated March 29, 1999 (incorporated by reference to Exhibit
        10.46 of the Form 10-K/A filed on December 2, 1999)

16.1    Letter on change in certifying accountant, dated September
        7, 1999 (incorporated by reference to Exhibit 16 of the Form
        8-K/A filed on September 9, 1999).

16.2    Letter on change in certifying accountant (incorporated by
        reference to Exhibit 16 of the Form 8-K/A filed on May 17, 2001).

16.3    Letter on change in certifying accountant (incorporated by
        reference to Exhibit 16 of the Form 8-K/A filed on March 11, 2002).

17.1    Letter on director resignation, dated July 2, 1997
       (incorporated by reference to Exhibit 17.1 of the Form 8-K
        filed on July 28, 1997).

17.2    Letter on director resignation, dated June 27, 1997
        (incorporated by reference to Exhibit 17.2 of the Form 8-K
        filed on July 28, 1997).