UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C.
20549 FORM 10-Q (Mark One) x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
  THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended December 31, 2005ORo
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
  OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________________ to
  _______________ Commission File
Number 0-15596 SITI-SITES.COM,
INC.
(Exact name of registrant as specified in its charter) Delaware

75-1940923(State of incorporation)

(I.R.S. Employer Identification No.)47 Beech Road, Englewood, New Jersey

07631(Address of Chief Executive Officer)

(Zip Code)111 Lake Avenue, Tuckahoe, New York

10707(Address of Financial Office and Chief Financial
  Officer)

(Zip Code) (212) 925-1181
(Registrants telephone number, including area code) Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
YES x   NO
o Indicate by check mark whether the registrant has
filed all documents and reports required to be filed by Section 12, 13 or 15(d)
of the Securities Exchange Act of 1934 subsequent to the distribution of
securities under a plan confirmed by a court.
YES x   NO
o As of February 13, 2006, the registrant had
outstanding 30,078,178 shares of its Common Stock, par value $.001 per share. The following documents are incorporated herein by
  reference:(1)
Quarterly Report to security holders on Form 8-K
  dated January 26, 2006 (January 26 8-K);(2)
Quarterly Report to security holders on Form 10-Q
  for the quarter ended September 30, 2005 (September 2005 10-Q);(3)
Quarterly Report to security holders on Form 10-Q
  for the quarter ended June 30, 2005 (June 2005 10-Q);(4)
Annual Report to security holders on Form 10-K for
  the year ended March 31, 2005 (the Form 10-K for 2005);(5)
Annual Report to security holders on Form 10-K for
  the year ended March 31, 2004 (the Form 10-K for 2004);(6)
Annual Report to security holders on Form 10-K for
  the year ended March 31, 2003 (the Form 10-K for 2003);     SITI-SITES.COM, INC.

FORM 10-Q

DECEMBER 31, 2005

Page No.PART I. FINANCIAL INFORMATIONItem 1. Financial InformationStatement of Net Assets in
  Liquidation at December 31, 2005 (Unaudited) and March 31, 2005

1Statement of Changes in Net Assets
  (Liabilities) in Liquidation (Unaudited) for the Three and Nine Months Ended
  December 31, 2005 and December 31, 2004

2Notes to Condensed Financial
  Statements (Unaudited); Subsequent Event

3;6Item 2. Managements Discussion and
  Analysis of Financial Condition and Status of Liquidation

7Item 3. Quantitative and Qualitative
  Disclosures About Market Risk

9Item 4. Controls and Procedures

9PART II. OTHER INFORMATION

10Item 1. Legal Proceedings

10Item 5. Other Information

10Item 6. Exhibits and Reports on Form
  8-K

13PART
  I.
FINANCIAL
  INFORMATIONSITI-Sites.com, Inc.Statement of Net Assets in Liquidation
(Amounts in thousands)

December
  31,
  2005
  (Unaudited)

March 31,
  2005AssetsCurrent assets:Cash and cash
  equivalents

$
81

$
27Total current
assets


81


27Total
assets

$
81

$
27LiabilitiesCurrent
LiabilitiesLoan
Payable

$
220

$
Accounts
payable
  and accrued liabilities


25


19Total current
  liabilities


245


19Total
  liabilities


245


19Commitments and
contingencies





Net (Liabilities) Assets in
  Liquidation

$
(164
)
$
8See
accompanying notes to consolidated financial statements.

1

SITI-Sites.com,
Inc.Statement of Changes in Net Assets in Liquidation

Three months ended(Amounts in thousands)

December 
  31, 2005 
  (Unaudited)

December 
  31, 2004 
  (Unaudited)Net assets in liquidation beginning of period


$
(115
)


$
23Additions to net assets in liquidation:Contribution of
  managements services and rent



39




40Issuance of
  common stock



0




85Reductions to net assets in liquidation:Operating
  expenses and accrual of estimated costs



(88
)



(56
)Net assets in liquidation at end of period


$
(164
)


$
92SITI-Sites.com,
Inc.
Statement of Changes in Net Assets in Liquidation

Six months ended(Amounts in thousands)

December 
  31, 2005 
  (Unaudited)

December 
  31, 2004 
  (Unaudited)Net assets in liquidation beginning of period


$
8



$
29Additions to net assets in liquidation:Contribution of
  managements services and rent



115




116Collection of a
  claim



-




31Issuance of
  common stock



180




88Reductions to net assets in liquidation:Operating
  expenses and accrual of estimated costs



(467
)



(172
)Net assets in liquidation at end of period


$
(164
)


$
92See
accompanying notes to consolidated financial statements.

2

NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)

1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) MANAGEMENTS PLAN FOR
LIQUIDATION

Siti-Sites.com,
Inc., a Delaware corporation (referred to as SITI or the Company)
previously operated as an Internet media company with three websites for the
marketing of news and services. The Companys websites related entirely to the
music industry. SITI incurred losses continuously since their inception in
1999. As a result, the Company commenced procedures to prepare to liquidate its
assets effective January 1, 2002.

Asset
Liquidation.For a full discussion on Managements plan for liquidation,
refer to the Form 10-K for 2005, incorporated herein by reference.

Financing.
For a full discussion on the Companys financing up to and including the fiscal
year ended March 31, 2005, refer to the Form 10-K for 2005, incorporated herein
by reference.

The
Company continues to seek merger or sale possibilities with operating
businesses who perceive value in a merger with the Company as a publicly traded
corporate shell with approximately 5,400 shareholders. Several such
transactions have been discussed in 2002 - 2004, but none of them have gone to
completion. The format the Company now plans to use is to form a subsidiary,
reverse merge a suitable candidate into such subsidiary and then distribute
the Companys shares retained therein (ranging from 10% to 5%, depending on the
business involved) to all of the Companys shareholders under a full S-1
Registration Statement filed with the SEC. The candidates so far have not had
the capital base, or lacked other factors justifying this type of transaction.
But the format enables the Company to handle such transactions more than once,
if their business merit justifies going public in this manner.

Effective
May 10, 2005 the Company completed another round of financing by the major
investors of the Company in order to finance its operating and litigation
costs. Certain investors including Chairman Lawrence Powers purchased a total
of 3,500,000 shares at $.05 per share. The shares purchased by the major
investors were not registered under the Securities Act of 1933, were purchased
for investment and are not readily marketable, which factors generally result
in discounts in purchase value. However, no discounts were taken and, at the
time of the investment, the stock was trading at approximately $.03 per share
for seven days preceding this transaction.

The
following is a list of the participants:

Name

Shares
  Purchased

AmountLawrence M. Powers



1,300,000


$
65,000Robert Ingenito



550,000


$
27,500John DiNozzi



550,000


$
27,500John Iannitto



550,000


$
27,500Steven Gross



550,000


$
27,500Chairman/CEO
Powers continues to advance the Company funding for its legal costs. In
addition to the $50,000 advanced to the Company in June, 2005, an additional
$60,000 was advanced to the Company during the quarter ended September 30,
2005. Additional advances were made after September 30, 2005, joined in by
other large equity investors in the Company and treated as an Additional
Financing by Loans. This financing for a total of $220,352 was in the process
of being completed in November, 2005. The loans to the Company do not bear any
interest. The investors will not receive repayment of principal, until after
substantial net financial results, exceeding at least $2 million in cash are

3

achieved by Siti in the
pending litigation, or from some equivalent revenue source to the Company, with
repayment at that time to be shared pro-rata among these investors. The
investor-lenders are:

Lawrence M. Powers

$
122,232
(total advances)Robert Ingenito


24,420John DiNozzi


24,420John Iannitto


24,640Steven Gross


24,640On
August 4, 2005, in connection with her services as a Director, Ms. Tantillo
purchased 100,000 shares of SITI common stock at $.05 per share. An initial
payment of $3,000 was made with the agreement and the balance was paid on
September 15, 2005. The shares purchased by Ms. Tantillo were not registered
under the Securities Act of 1933, were purchased for investment and are not
readily marketable, which factors generally result in discounts in purchase
value. However, no discounts were taken and, at the time of the investment, the
stock was trading at approximately $.03 per share for seven days preceding this
transaction.

The
several other business risks to the purchasers described in all prior filings,
are also continuing. Those risks are increased by the ongoing cash costs of the
patent recovery litigation, which will continue for a substantial period and
require more major investor financing. The future risks to all shareholders
further include a one-third contingent fee agreement, based solely on results
achieved, with Special Litigation Counsel, Green, Schaaf & Jacobson for
handling the litigation through trial and appeal. This arrangement, while
currently advantageous to the Company, will necessarily reduce any net proceeds
to the Company from the litigation. See Litigation and Subsequent Event
regarding recent settlement.

The
Companys Chairman/CEO Powers, who is also General Counsel to the Company, has
been active in the lengthy investigation in the suit. He will continue to spend
substantial time working closely with litigation counsel as this matter
continues. Mr. Powers has decided that he will not be seeking or receiving any
attorneys fees for his work in the litigation at its conclusion by a
settlement in January 2006, although entitled to do so. He concluded this
waiver of any attorney fees through such date would serve the best interests of
the corporation.

Audited
Financial Statements.As a result of the asset liquidation and reasons
discussed below, the Companys management has determined that it is an
inactive entity under SEC accounting rules (See also Form 10-K for 2004,
Item 1. Business  Inactive Entity), and is not therefore required to file
audited financial statements. This step conserves working capital. The Company
meets all of the criteria as set forth below except as noted:

(a)
Gross receipts from all sources for the fiscal years ended March 31, 2005 and
2004 were not in excess of $100,000;

(b)
For fiscal 2004 and 2005, the registrant has not purchased or sold any of its
own stock, granted options therefore, or levied assessments upon outstanding
stock; (1)

(c)
Expenditures for all purposes for the fiscal years ended March 31, 2005 and
2004 were not in excess of $100,000; (2)

(d)
No material change in the business has occurred during the 2004 and 2005 fiscal
years, including any bankruptcy, reorganization, readjustment or succession or
any material acquisition or disposition of plants, mines, mining equipment,
mine rights or leases; and

(e)
No exchange upon which the shares are listed, or governmental authority having
jurisdiction, requires the furnishing to it or the publication of audited
financial statements.

4

(1)
During the last two fiscal years, the Company had no source of funding to cover
its expenses which were almost entirely audit, stock transfer expenses and
litigation expenses. Chairman/CEO Powers, who may be deemed to beneficially own
approximately 48% of the Companys outstanding stock, and other existing
investors provided funding to the Company. All of the shares issued are
legended and none of the investors, has any intention of selling the stock
publicly in the foreseeable future. (See also Form 10-K for 2004, Item 1.
Business  Inactive Entity)

(2)
For fiscal 2004, operating expenses of approximately $216,000 included
approximately $155,000 of contributed services and rent. The Company recorded
such $155,000 as a contribution of capital because there was no cash outlay for
such expenses. For fiscal 2005, operating expenses of approximately $295,000
included approximately $155,000 of contributed services and rent which were
recorded as contributions of capital because there was no cash outlay for such
expenses. Litigation expenses are being offset against recovery in the recent
settlement.

Audited
financial statements are planned to be resumed when events or transactions
justify the expense. The Company expects to continue filing unaudited quarterly
and annual financial statements with the SEC.

(b)
CHANGE TO LIQUIDATION BASIS OF ACCOUNTING

During
the quarter ended December 31, 2001, the Company decided to liquidate its
operations and adopted the liquidation basis of accounting effective January 1,
2002. Under the liquidation basis of accounting, assets are stated at their
estimated net realizable values and liabilities are stated at their estimated
settlement amounts, which estimates will be periodically reviewed and adjusted.
Since the Company is in liquidation without continuing operations, the need to
present quarterly Statements of Operations and Comprehensive Loss as well as a
Statement of Cash Flows, is eliminated. However, the prior years financial
statements for the comparable quarter are presented, since the Company did not
adopt this method of accounting until January 1, 2002.

The
valuation of assets at their net realizable value and liabilities at their
anticipated settlement amounts necessarily requires many estimates and
assumptions. In addition, there are substantial risks and uncertainties
associated with carrying out the liquidation of the Corporations existing
operations. The valuations presented in the accompanying Statement of Net
Assets in Liquidation represent estimates, based on present facts and
circumstances, of the net realizable values of assets and costs associated with
carrying out the dissolution and liquidation plan based on the assumptions set
forth below. The actual values and costs are expected to differ from the
amounts shown herein and could be greater or lesser than the amounts recorded.
Accordingly, it is not possible to predict the aggregate amount that will
ultimately be distributable to shareholders and no assurance can be given that
the amount to be received in liquidation will equal or exceed the net assets in
liquidation per share in the accompanying Statement of Net assets in
Liquidation or the price or prices at which the Common Stock has generally traded
or is expected to trade in the future. The cautionary statements regarding
estimates of net assets in liquidation set forth in the Forward-Looking
Statements portion of this report are incorporated herein by reference. (See
Subsequent Event  Future Proceeds.)

(c)
RECENT HISTORY

For
a full discussion of the Companys recent history refer to Form 10-K for 2004,
Form 10-K for 2003 and Form 10-K for 2002, incorporated herein by reference.

(d)
USE OF ESTIMATES

In
preparing financial statements in conformity with accounting principles
generally accepted in the United States of America, management is required to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the financial statements and revenues and expenses during the reporting
period. Actual results could differ from those estimates.

(e)
CASH AND CASH EQUIVALENTS

Cash
and cash equivalents include the Companys cash balances and short-term
investments that mature in 90 days or less from the original date of maturity.
Cash and cash equivalents are carried at cost plus accrued interest, which
approximates market.

5

2. LITIGATION

The
Company filed a civil suit in the United States District Court for the Southern
District of New York on November 12, 2003, withdrawn in April, 2004 and
re-filed in New York State Supreme Court in New York County, Commercial
Division. The Companys Complaint alleges that its patent attorneys and
departing patent licensing executives, in late 1998 and thereafter, purchased
its valuable patents on cell-phone technology for $24,000 by concealing their
nature and value. The defendants are believed to have realized at least $18
million in gross proceeds therefrom, to date (approximately $15 million in cash
proceeds, and 3 new patents valued at $3 million by the Company).

The
Companys claims arise from a period when it was previously named Spectrum
Information Technologies, Inc. The claims all stem from the alleged breach of
fiduciary duties by the defendants. The claims were under investigation by the
Company under counsels supervision, in the second half of 2003. The Company
was seeking damages in excess of $18 million,
a court-ordered trust on future proceeds from its former patents and return of
the patents.

This
is complex litigation, being contested vigorously by several defense firms and
expected to continue. No assurance can be given as to the ultimate outcome
thereof. Martin M. Green, Esq. and his firm of Green, Schaaf & Jacobson,
P.C. based in Clayton, Missouri, have been retained as the Companys Special
Counsel, for the litigation and ultimate trial of this matter. The
Company has retained Gary Cooper, Esq. and Cooper & McCann, LLP. as its New
York Counsel.

The
case was settled on the eve of trial on January 20, 2006. (See Subsequent
Event).

From
time to time since 1998, the Company had been a party to other legal disputes
incidental and not material to its business.

3. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts
payable and accrued liabilities were comprised of the following:


December 31,
  
  March 31,2005
  
  2005(Amounts in thousands)Accrued professional fees
  
  
  $
  17
  
  
  
  $
  14Accounts payable and
  accrued Expenses
  
  
  
  8
  
  
  
  
  5$
  25
  
  
  
  $
  194. SUBSEQUENT EVENT

Siti-sites.com,
Inc. has had a civil suit pending since April, 2004 in New York State Supreme
Court in New York County, described in earlier filings under the Securities
Exchange Act of 1934 on Forms 10-K and 10-Q. A summary of the terms of a recent
settlement follows: (See January 26 8-K)

Sitis
2004 complaint alleged that certain defendants wrongfully purchased its
portfolio of patents on cell-phone and vehicular wireless technology. In
response, each defendant denied all liability to Siti as to all claims, and
there has been no admission of liability by any defendant. The settlement is a
relinquishment of all claims by Siti in exchange for cash in the amount of
$7,750,000, and an assignment of a percentage of future gross proceeds, if any,
derived from Sitis former patent portfolio, as enhanced since the purchase.
These amounts will be reduced by one-third to cover the contingent fees earned
by Sitis Special Litigation Counsel, Green, Schaaf and Jacobson of Clayton,
Missouri. Sitis initial net cash recovery will be approximately $5,150,000.
This net sum will be received upon closing of the settlement

6

agreement expected to occur
by late February 2006. Loan advances by certain shareholders of $225,000
recently made, will be repaid, taking the net sum down to $4.9 million.

All
proceeds from the settlement are non-recurring in nature. Siti has remained
in liquidation since 2002, has no other business and is planning a liquidating
dividend distribution to shareholders on the initial cash proceeds as soon as
practicable. The net amount available is expected to be about $4.7 million. It
will be allocated pro-rata among shareholders holding approximately 30 million
shares, for about $.15 per share distributed in this continuing liquidation of
Siti.

Future
Proceeds The
assignment to Siti of future Gross Proceeds (if any, and as defined), that are
received by the defendant patent holding company (the Patent Holding Company)
after January 19, 2006, will consist of 15% of the first $10 million in Gross
Proceeds, 20% of the next $10 million, and 25% of all Gross Proceeds in excess
of $20 million. Gross Proceeds means all proceeds received by defendant
Patent Holding Company from the entire patent portfolio, before any
deduction for defendants own counsel fees, costs and expenses of operations,
salaries or other distributions to members of defendant Patent Holding Company.
Siti is a senior creditor thereof, and claims no ownership interest in the
patent portfolio or such Patent Holding Company.

Risk
Factors *Siti does
not know how much, if any, in future Gross Proceeds are still obtainable from
this patent portfolio, and ultimate results are very speculative. *Current or
future changes in technology may affect the patent properties adversely. *
Infringement litigation is costly, involves risk to the patent portfolio, and
such Patent Holding Company must obtain its own financing. *Sitis share of
future Gross Proceeds is subject to these and other business risks in such
Patent Holding Company. *The settlement has been reached after protracted
litigation, and requires ongoing monitoring under its disclosure terms by Siti
as a creditor. *Under the settlement, Siti cannot exercise any control over
licensing or other decisions that could generate or otherwise impact Gross
Proceeds. *No assurance can be given that anything more than the initial net
cash value in this settlement will be received by Siti. *Future proceeds to
Siti are also subject to one-third fees payable to Sitis Special Litigation
Counsel. *There will be accounting, legal collection and shareholder
distribution costs in the future. Reserves will be established as Sitis
liquidation continues.

ITEM 2.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND STATUS OF
LIQUIDATION

THIS
QUARTERLY REPORT ON FORM 10-Q CONTAINS FORWARD LOOKING STATEMENTS WITHIN THE
MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995, INCLUDING, BUT
NOT LIMITED TO STATEMENTS RELATED TO BUSINESS OBJECTIVES AND STRATEGY OF THE
COMPANY. SUCH FORWARD-LOOKING STATEMENTS ARE BASED ON CURRENT EXPECTATIONS,
ESTIMATES AND PROJECTIONS ABOUT THE COMPANYS INDUSTRY, MANAGEMENTS BELIEFS
AND CERTAIN ASSUMPTIONS MADE BY THE COMPANYS MANAGEMENT. WORDS SUCH AS
ANTICIPATES, EXPECTS, INTENDS, PLANS, BELIEVES, SEEKS,
ESTIMATES,
VARIATIONS OF SUCH WORDS AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY SUCH
FORWARD-LOOKING STATEMENTS. THESE STATEMENTS ARE NOT GUARANTEES OF FUTURE
PERFORMANCE AND ARE SUBJECT TO CERTAIN RISKS, UNCERTAINTIES AND ASSUMPTIONS THAT
ARE DIFFICULT TO PREDICT; THEREFORE, ACTUAL RESULTS MAY DIFFER MATERIALLY FROM
THOSE EXPRESSED, FORECASTED, OR CONTEMPLATED BY ANY SUCH FORWARD-LOOKING
STATEMENTS. FACTORS THAT COULD CAUSE ACTUAL EVENTS OR RESULTS TO DIFFER
MATERIALLY INCLUDE, AMONG OTHERS, THOSE RISK FACTORS SET FORTH IN THE COMPANYS
ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED MARCH 31, 2004. GIVEN THESE
UNCERTAINTIES, INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON ANY SUCH
FORWARD-LOOKING STATEMENTS. UNLESS REQUIRED BY LAW, THE COMPANY UNDERTAKES NO
OBLIGATION TO UPDATE PUBLICLY ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A
RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE. HOWEVER, READERS SHOULD
CAREFULLY REVIEW THE RISK FACTORS SET FORTH IN OTHER REPORTS OR DOCUMENTS THE COMPANY
FILES FROM TIME TO TIME WITH THE SECURITIES AND EXCHANGE COMMISSION,
PARTICULARLY THE ANNUAL REPORTS ON FORM 10-K, OTHER QUARTERLY REPORTS ON FORM
10-Q AND ANY CURRENT REPORTS ON FORM 8-K.

Overview

SITI has
been seeking merger or sale possibilities with operating businesses who
perceive value in a merger with the Company as a publicly traded corporate
shell. The Company was an Internet media company with three websites for the
marketing of news and services. The Companys websites related entirely to the
music industry. The Company intended

7

to develop these websites further by entering into
strategic partnerships and affiliations. As part of this strategy, in June,
1999 the Company acquired Tropia, which promoted and marketed the music of
selected independent artists on its website www.Tropia.com. The Company next
acquired three music-related websites, HungryBands.com (an e-commerce website
and business promoting and selling music by independent artists),
NewMediaMusic.com (an e-news/magazine business), and NewYorkExpo.com (a music
and Internet conference business), all in January, 2000. As of December 31,
2001, the Company discontinued the operations of its New Media Music and
HungryBands divisions because they were not viable businesses. As of March 31,
2001, the Company discontinued the operations of the New York Expo as a result
of increased losses associated with the production of the Expo. In addition,
during fiscal 2000, the Company made and wrote-off a $500,000 investment in a
music CD custom compilation and promotion company, Volatile Media, Inc., which
did business as EZCD.com, which thereafter went into a bankruptcy liquidation.
Such investment was written off at March 31, 2000 because of uncertainties in
EZCDs financing plans and ability to continue operations.

SITIs
history under former management and control persons goes back to 1984 when it
was incorporated in Delaware. As a result of a change of control of the Company
in December, 1998, the Companys senior management and Board of Directors were
replaced. The current senior management and Board of Directors changed the
strategic direction of the Company from being a developer of patented
communication technologies to that of an Internet media company. All prior
business operations of the Company were discontinued. The Company changed its
corporate name to SITI-Sites.com, Inc. from Spectrum Information Technologies,
Inc. after its Annual Meeting of Stockholders on December 14, 1999, and its
former stock symbol SITI is now SITN.PK.

In
view of the Companys determination to seek other business opportunities to
create shareholder value, the following information should not be relied upon
as an indication of future performance. All of the Companys operations prior
to January 1, 2002 are discontinued operations and the Company adopted the
liquidation basis of accounting, effective January 1, 2002. (See Status of
Liquidation).

LIQUIDITY
AND CAPITAL RESOURCES

The
Companys primary objective is to conserve its cash while it is seeking merger
or sale possibilities. As of December 31, 2005, the Company had net liabilities
of approximately $164,000.

As of December 31, 2005 the Companys total assets were $81,000, represented by
cash. During the nine months ended December 31, 2005, the Company paid approximately
$467,000 in operating expenses consisting primarily of its legal fees and costs
associated with its current litigation of approximately $309,000 (See
Litigation). Also, the company incurred stock transfer agent fees and salary
to one employee (the Chief Financial Officer) of approximately $18,000 and
$13,500, respectively, as well as managements contribution of their services
and rent of approximately $115,000. The only other employee is its
Chairman/CEO. The remaining $11,500 represents payroll taxes and general
operating expenses for the nine months ended December 31, 2005.

As of December 31, 2005, the Company had approximately $245,000 in liabilities.
Such liabilities primarily consisted of the investor loans totaling approximately
$220,000. (See Note 1. to the Financial Statements). The remaining $25,000 in
liabilities as of December 31, 2005 were approximately $18,000 in legal fees
and $7,000 in general operating expenses. The Chairman/CEO, continued to work
without any cash compensation. Management, consisting of two persons, further
continues to use personal offices to continue its plan. As a result, of this
contribution, the Company charged-off approximately $115,000 to compensation
and rent for the nine months ended December 31, 2005.

As of December 31, 2004 the Companys total assets were $96,000, represented
primarily by cash and a receivable of $900 from the Companys Chief Financial
officer as part of a payment plan for the purchase of stock. During the nine months
ended December 31, 2004, the Company paid approximately $172,000 in operating
expenses consisting primarily of its stock transfer agent fees and salary to
one employee of approximately $18,000 and $12,000, respectively, as well as
managements contribution of their services of approximately $94,000.
Furthermore, the company incurred approximately $18,000 in legal fees for the
nine months ended December 31, 2004.

As of December 31, 2004, the Company had approximately $4,000 in liabilities. Such
liabilities were to the Companys accountant as well as general operating
expenses. The Chairman/CEO, continued to work without any cash compensation.
Management further continues to use personal offices to continue its plan. As a
result, of this contribution, the Company charged-off approximately $116,000 to
compensation and rent for the nine months ended December 31, 2004.

8

LIQUIDATION BASIS OF ACCOUNTING

The
condensed consolidated financial statements for the nine months ended December
31, 2005 were prepared on the liquidation basis of accounting. Under the
liquidation basis of accounting, assets are stated at their estimated net
realizable values and liabilities are stated at their estimated settlement
amounts, which estimates will be periodically reviewed and adjusted. Since the
Company is in liquidation without continuing operations, the need to present
quarterly Statements of Operations and Comprehensive Loss as well as a
Statement of Cash Flows is eliminated.

The valuation of assets at their net realizable value and liabilities at their
anticipated settlement amounts necessarily requires many estimates and
assumptions. In addition, there are substantial risks and uncertainties
associated with carrying out the liquidation of the Corporations existing
operations. The valuations presented in the accompanying Statement of Net
Assets in Liquidation represent estimates, based on present facts and
circumstances, of the net realizable values of assets and costs associated with
carrying out the dissolution and liquidation plan based on the assumptions set
forth below. The actual values and costs are expected to differ from the
amounts shown herein and could be greater or lesser than the amounts recorded.
Accordingly, it is not possible to predict the aggregate amount that will
ultimately be distributable to shareholders and no assurance can be given that
the amount to be received in liquidation will equal or exceed the net assets in
liquidation per share in the accompanying Statement of Net assets in
Liquidation or the price or prices at which the Common Stock has generally
traded or is expected to trade in the future. The cautionary statements regarding estimates of net assets in
liquidation set forth in the Forward-Looking Statements portion of this report
are incorporated herein by reference.

RISK FACTORS

See the Companys Annual Report on Form 10-K , Item 1 - Risk Factors That May
Affect the Companys Business, Future Operating Results and Financial
Condition. and Status of Liquidation set forth herein.

STATUS OF LIQUIDATION

SITI continues to seek merger or sale possibilities with operating businesses
who perceive value in a merger with the Company as a publicly traded corporate
shell. There can be no assurance these of any merger or sale occurring or such
transaction will be viable for the Company. There are also several other
business risks to any purchasers of Company stock, because the Company has no
ongoing operations, is in liquidation, and is seeking merger or sale
possibilities with operating businesses, to make use of the Companys publicly
traded status with approximately 5,400 shareholders. But current stock market
conditions for going public increase the difficulties in arranging any such
transactions.

ITEM 3. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK

The
Companys market risk disclosures set forth in its fiscal 2003 Annual Report
filed on Form 10-K have not changed significantly.

ITEM 4. CONTROLS AND PROCEDURES

(a) The
Companys principal executive officer and its principal financial officer,
based on their evaluation of the Companys disclosure controls and procedures
(as defined in Exchange Act Rules 13a -14 (c)) as of a date within 90 days
prior to the filing of this Quarterly Report on Form 10-Q, have concluded that
the Companys disclosure controls and procedures are adequate and effective for
the purposes set forth in the definition in Exchange Act rules.

(b) There
were no significant changes in the Companys internal controls or in other
factors that could significantly affect the Companys internal controls
subsequent to the date of their evaluation.

9PART II.
OTHER INFORMATION

ITEM 1.
LEGAL PROCEEDINGS

The
Company filed a civil suit in the United States District Court for the Southern
District of New York on November 12, 2003, withdrawn in April, 2004 and
re-filed in New York State Supreme Court in New York County, Commercial
Division. The Companys Complaint alleges that its patent attorneys and
departing patent licensing executives, in late 1998 and thereafter, purchased
its valuable patents on cell-phone technology for $24,000 by concealing their
nature and value. The defendants are believed to have realized at least $18
million in gross proceeds therefrom, to date (approximately $15 million in cash
proceeds, and 3 new patents valued at $3 million by the Company).

The
Companys claims arise from a period when it was previously named Spectrum
Information Technologies, Inc. The claims all stem from the alleged breach of
fiduciary duties by the defendants. The claims were under investigation by the
Company under counsels supervision, in the second half of 2003. The Company
was seeking damages in excess of $18 million,
a court-ordered trust on future proceeds from its former patents and return of
the patents.

This
is complex litigation, being contested vigorously by several defense firms and
expected to continue. No assurance can be given as to the ultimate outcome
thereof. Martin M. Green, Esq. and his firm of Green, Schaaf & Jacobson,
P.C. based in Clayton, Missouri, have been retained as the Companys Special
Counsel, for the litigation and ultimate trial of this matter. The
Company has retained Gary Cooper, Esq. and Cooper & McCann, LLP. as its New
York Counsel.

The
case was settled on the eve of trial on January 20, 2006. (See Subsequent
Event).

From
time to time since 1998, the Company had been a party to other legal disputes
incidental and not material to its business.

ITEM 2.
CHANGES IN SECURITIES AND ITEM 5. OTHER INFORMATION

Effective
May 10, 2005 the Company completed another round of financing by the major
investors of the Company in order to finance its operating and litigation
costs. Certain investors including Chairman Lawrence Powers purchased a total
of 3,500,000 shares at $.05 per share. The shares purchased by the major investors
were not registered under the Securities Act of 1933, were purchased for
investment and are not readily marketable, which factors generally result in
discounts in purchase value. However, no discounts were taken and, at the time
of the investment, the stock was trading at approximately $.03 per share for
seven days preceding this transaction.

The
following is a list of the participants:

Name

Shares
  Purchased

AmountLawrence M. Powers

1,300,000


$
65,000Robert Ingenito

550,000


$
27,500John DiNozzi

550,000


$
27,500John Iannitto

550,000


$
27,500Steven Gross

550,000


$
27,500On
August 4, 2005, in connection with her services as a Director, Ms. Tantillo
purchased 100,000 shares of SITI common stock at $.05 per share. An initial
payment of $3,000 was made with the agreement and the balance was paid on
September 15, 2005. The shares purchased by Ms. Tantillo were not
registered under the Securities Act of 1933, were purchased for investment and
are not readily marketable, which factors generally result in discounts in
purchase value.

10

However, no discounts were taken and, at the time of
the investment, the stock was trading at approximately $.03 per share for seven
days preceding this transaction.

11

See
Notes to Condensed Financial Statenents - Managements Plan for Liquidation 
Financing. Additional advances were made after September 30, 2005, joined in
by other large equity investors in the Company and treated as an Additional
Financing by Loans. This financing for a total of $220,352 was in the process
of being completed in November, 2005. The loans to the Company do not bear any
interest. The investors will not receive repayment of principal, until after
substantial net financial results, exceeding at least $2 million in cash are
achieved by Siti in the pending litigation, or from some equivalent revenue
source to the Company, with repayment at that time to be shared pro-rata among
these investors. The investor-lenders are:

Lawrence M. Powers

$
122,232
(total advances)Robert Ingenito


24,420John DiNozzi


24,420John Iannitto


24,640Steven Gross


24,64012


ITEM 6. EXHIBITS AND REPORTS ON
FORM 8-K

A.
  ExhibitsExhibit 31 Certification
  Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002Exhibit 32 Certification
  Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The
  Sarbanes-Oxley Act of 2002B.
  Reports on
  Form 8-KThere were
  no reports on Form 8-K filed during the quarter ended December 31, 2005; a
  report on a Subsequent Event was filed on Form 8-K on January 26, 2006.13

SIGNATURES

Pursuant to
the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned, thereto
duly authorized.

Dated:  February
14, 2006

SITI
  -SITES.COM,
  INC.By
  /s/ Lawrence
  M. PowersLawrence M.
  PowersChief
  Executive Officer andChairman of
  the Board of DirectorsBy
  /s/ Toni Ann
  TantilloToni Ann
  TantilloChief
  Financial Officer,Vice
  President, Secretary and Treasurer14