~~ Angel Hill Corporation ~~

[AngelHillCorp]

RKLC ~ Insider Ownership .....

Common Shares
A/S ...... 200m
O/S ...... 73,509,883 ...... 7/1/08
Float ..... 54,011,040 ......... ?

10Q ~ 11/19/07 ... http://tinyurl.com/5ucekh
A/S ...... 200m
O/S ...... 47,808,883

Preferred
A/S .... 10m
O/S ..... 0

10K ~ 4/17/07 ..... http://tinyurl.com/5uwcro
Insider Ownership ....... 19,498,843
A/S ..... 200m
O/S ..... 36,070,673 ..... 4/17/07

Item 11. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth as of April 17, 2007, information with respect to the beneficial ownership of the Company’s Common Stock by (i) each person known by the Company to own beneficially 5% or more of such stock, (ii) each Director of the Company who owns any Common Stock, and (iii) all Directors and Officers as a group, together with their percentage of beneficial holdings of the outstanding shares.

Class ....... Beneficial Owner .......... Amount .... % Class
Common .... Gerard Stephan ......... 16,577,143 .... 45.96%
Common .... Carmella F. Stephan .... 1,950,000 ...... 5.41%
Common .... Michael Stephan .............. 21,700 ......... *
Common .... Gerard Stephan Jr. ......... 950,000 ..... 2.62%
Common .... Warren Rothouse ................ 0 .............. *
Officers & Directors As Group ...... 19,498,843 ...... 54.6%

(1) Gerard Stephan, our sole officer and the Chairman of the Board of Directors, beneficially owns 18,527,143 shares which includes the 1,950,000 held by his wife, Carmella Stephan.

(2) Carmella F. Stephan, the wife of Gerard Stephan, our sole officer and director, was given 2,000,000 shares of our common stock as a gift from Mr. Stephan. Based upon same, these 2,000,000 shares are deemed beneficially owed by Gerard Stephan.

(3) The percent of class is based on 36,070,673 shares of common stock issued and outstanding as of April 17, 2007.

*Owns less than 1%.

Item 12. Certain Relationships and Related Transactions.

We currently use space at 162 Miller Place Road, Miller Place, New York 11764. We lease such space from Gerard Stephan, our President, for no charge on a month to month basis.

In May 2004, we issued 19,100,000 shares to Gerard Stephan as compensation for services rendered as our president. The following shareholders were given shares as a gift from Gerard Stephan, our sole officer and director, and are related to Mr. Stephan as noted below:

Carmella F. Stephan ~ Wife .............. 2,000,000 shares
Krysta M. Kunze ~ Daughter ............. 1,000,000 shares
Jeanine N. Stephan ~ Daughter ......... 1,000,000 shares
Gerard A. Stephan, Jr. ~ Son ............ 1,000,000 shares
Eric Kunze ~ Son-in-Law ....................... 50,000 shares
Rockelle A. Rivera ~ Granddaughter ........ 50,000 shares
Janelle R. Candelario ~ Granddaughter .... 50,000 shares

The following shareholders, who purchased shares in our private placement offering, are related to Gerard Stephan, our sole officer and director, as noted below:

Michael A. Stephan .......... Brother
Kimberly A. Stephan ......... Niece
Anthony Stephan .............. Father
Elizabeth Stephan ............. Mother
Emanuel Sammartino ........ Brother-in-Law
Denise Sammartino ........... Sister
Emanuel V. Sammartino ..... Nephew

In July, 2006, we issued 1,000,000 shares to Surety Financial, LLC. Our director, Warren Rothouse, is a Senior Partner at Surety Financial, LLC.

In September, 2006, we issued 100,000 shares to each of Warren Rothouse and Michael Stephan and 1,100,000 shares to Gerard Stephan Jr., for services to be rendered in their capacities as directors. Gerard Stephan Jr. and Michael Stephan are the sons of Gerard Stephan our President, Chief Executive Officer and Chief Financial Officer.

In January 2007, we issued a total of 2,857,143 shares to Gerard Stephan as payment for the $200,000 owed to Mr. Stephan under his employment agreement with us for the year ending December 31, 2006. The shares were valued at the market price of $.07 per share.