UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark One)

|X|   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2002

                                       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 0-15596

                              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.)

115 Whitman Road, Yonkers, New York         10710
(Address of principal executive offices)    (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 ___

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 ___

As of August 5, 2002, the registrant had outstanding 21,918,178 shares of its
Common Stock, par value $.001 per share.

The following documents are incorporated herein by reference:

      (1)   Annual Report to security holders on Form 10-K for the year ended
            March 31, 2002 (the "Form 10-K for 2002");

      (2)   Annual Report to security holders on Form 10-K for the year ended
            March 31, 2001 (the "Form 10-K for 2001");

      (3)   Annual Report to security holders on Form 10-K for the year ended
            March 31, 2000 (the "Form 10-K for 2000");

      (4)   Annual Report to security holders on Form 10-K for the year ended
            March 31, 1999, as amended by Amendment No. 1 on Form 10-K/A
            (collectively, the "Form 10-K for 1999");

      (5)   Quarterly Report to security holders on Form 10-Q for the quarter
            ended June 30, 2001 ("June 30, 2001 10-Q")


<PAGE>


                              SITI-SITES.COM, INC.

                                    FORM 10-Q

                                  JUNE 30, 2002

                                      INDEX


<TABLE>
<CAPTION>
PART I.  FINANCIAL INFORMATION                                                                   Page No.
                                                                                                 --------
<S>                                                                                                 <C>
Item 1. Financial Information

Statement of Net Assets (Liabilities) in Liquidation at June 30, 2002 and March 31, 2002.........    1

Statement of Changes in Net Assets (Liabilities) in Liquidation for the three months ended
 June 30, 2002...................................................................................    2

Statement of Operations for the three months ended June 30, 2001 (Going Concern Basis)...........    3

Statement of Cash Flows for the three months ended June 30, 2001 (Going Concern Basis)...........    4

Notes to Financial Statements....................................................................    5

Item 2. Management's Discussion and Analysis of Financial Condition
and Status of Liquidation........................................................................   10

Item 3. Quantitative and Qualitative Disclosures About Market Risk...............................   12

PART II.  OTHER INFORMATION......................................................................   12

Item 1. Legal Proceedings .......................................................................   12

Item 6. Exhibits and Reports on Form 8-K.........................................................   13
</TABLE>


<PAGE>


PART I. FINANCIAL INFORMATION

SITI-Sites.com, Inc.
Statement of Net Assets (Liabilities) in Liquidation
(Amounts in thousands)

                                                June 30, 2002
                                                 (Unaudited)      March 31, 2002
--------------------------------------------------------------------------------
Assets
Current assets:
  Cash and cash equivalents                        $    27           $   39
  Receivables and other assets                           1                4
                                                   -------           ------
         Total current assets                           28               43
                                                   -------           ------

         Total assets                              $    28           $   43
                                                   -------           ------

Liabilities
Current Liabilities
  Accounts payable and accrued liabilities         $    33           $   32
                                                   -------           ------
         Total current liabilities                      33               32
                                                   -------           ------

         Total liabilities                              33               32
                                                   -------           ------

Commitments and contingencies                           --               --
                                                   -------           ------

Net Assets (Liabilities) in Liquidation            $    (5)          $   11
                                                   =======           ======


See accompanying notes to consolidated financial statements.


                                       1
<PAGE>


SITI-Sites.com, Inc.
Statement of Changes in Net Assets (Liabilities) in Liquidation
Three months ended June 30, 2002 (Unaudited)
(Amounts in thousands)


Net assets in liquidation at March 31, 2002                           $    11
Additions to net assets in liquidation:
     Contribution of management's services and rent                        46
Reductions to net assets in liquidation:
     Operating expenses and accrual of estimated costs                    (62)
                                                                      -------
Net assets (liabilities) in liquidation at June 30, 2002              $    (5)
                                                                      =======


See accompanying notes to consolidated financial statements.


                                       2
<PAGE>


SITI-Sites.com, Inc.
Statements of Operations and Comprehensive Loss (Going Concern Basis)
For the three months ended June 30, 2001
(Amounts in thousands, except per share amounts)

                                                                   June 30, 2001
                                                                    (Unaudited)
--------------------------------------------------------------------------------

Revenues                                                             $     --
                                                                     --------

Operating costs and expenses:
  Selling, general and administrative expenses                            385
                                                                     --------
  Total operating costs and expenses                                      385
                                                                     --------
Operating loss                                                           (385)
                                                                     --------
Other income:
   Interest income                                                          4
   Gain on sale of marketable securities                                    5
                                                                     --------
   Total other income                                                       9
                                                                     --------
Loss from continuing operations                                          (376)
                                                                     --------

Discontinued operations:
   Loss from discontinued operations                                      (44)
                                                                     --------
Loss from discontinued operations                                         (44)
                                                                     --------
Net loss                                                                 (420)
Other comprehensive gain (loss), net of tax and
  reclassification adjustment for realized gains                           (3)
                                                                     --------
Comprehensive loss                                                   $   (423)
                                                                     ========
Basic and diluted loss per common share:
   Loss from continuing operations                                   $  (.024)
   Loss from discontinued operations                                    (.003)
                                                                     --------
Net loss per common share                                            $  (.027)
                                                                     ========
Weighted average number of Common Shares
   used in basic and diluted calculations                              15,517
                                                                     ========


See accompanying notes to consolidated financial statements.


                                       3
<PAGE>


SITI-Sites.com, Inc. and Subsidiary
Consolidated Statement of Cash Flows (Going Concern Basis)
Three months ended June 30, 2001
(Amounts in thousands)
                                                              Three months ended
                                                                 June 30, 2001
                                                                  (Unaudited)
--------------------------------------------------------------------------------
Cash flow from operating activities:
Net loss                                                           $  (420)
Adjustments to reconcile net loss to net cash
   (used in) provided by continuing activities:
 Gain on sale of marketable securities                                  (5)
 Depreciation and amortization                                          11
 Contribution of services by management                                 75
 Loss on discontinued operations                                        44
 (Increase) decrease in:
    Receivables                                                         (5)
  Increase (decrease)  in:
    Accounts payable                                                    (4)
    Accrued liabilities                                                (26)
                                                                   -------
Net cash used in continuing operations                                (330)

Net cash used in discontinued operations                              (142)
--------------------------------------------------------------------------
Net cash used in operating activities                                 (472)
--------------------------------------------------------------------------
Cash flows from investing activities:

Proceeds from sale of marketable securities                            626

Purchase of property and equipment                                      (1)
--------------------------------------------------------------------------

Net cash (used in) provided by  investing activities                   625
--------------------------------------------------------------------------
Cash flow from financing activities:
Proceeds from the issuance of common stock                              --
--------------------------------------------------------------------------
Net cash provided by financing activities                               --
--------------------------------------------------------------------------
Net  increase in cash and cash equivalents                             153
Cash and cash equivalents, beginning of quarter                        326
--------------------------------------------------------------------------
Total cash and cash equivalents, end of quarter
   (including cash amounts in net liabilities
   of discontinued operations)                                     $   479
                                                                   =======


See accompanying notes to consolidated financial statements.


                                       4
<PAGE>

                     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 its inception in
1999. Following conclusion of the second fiscal quarter ended September 30,
2001, management who were its primary investors (investing approximately $4.1
million 1998-2002), intended to continue operations by investing approximately
$600,000 in further equity capital in the Company. But on November 13, 2001 they
determined that such limited funding would not accomplish a meaningful result
for the investors or the Company and terminated discussions of such financing
plan. The Company commenced procedures to prepare to liquidate its assets
effective January 1, 2002.

      Liquidation. The Company's only substantial liability, consisted of the
remaining nine months on its lease for office premises at 594 Broadway in New
York City, was amicably settled, and terminated as of December 31, 2001.
Concurrently office furniture and unnecessary computers were sold, and all
employees were terminated in November, 2001. A team of two software consultants
were paid in December, 2001 and January, 2002, to complete the Company's Artist
Promotion System. Attempts were to be made to license portions thereof, working
with a marketing consultant. However, complications in completing the software
resulted in management terminating these consulting relationships, with a view
to restarting them, if possible, when specific marketing or sale opportunities
present themselves. The Company shut down all of its websites effective February
1, 2002.

      Certain former employees and directors purchased excess furniture and
equipment from the Company for a total of approximately $19,000 . The balance of
the furniture was sold to an unrelated third party for approximately $5,000.

      Financing. The Company required a small financing to complete its employee
terminations, asset liquidation and provide for ongoing corporate expenses.
Major investors in the Company provided $110,000 in equity funds, purchasing
4,400,000 shares of common stock at $.025 per share, in a private offering as of
December 7, 2001 in varying amounts parallel to their respective option
holdings. Each purchasing investor was further required to surrender all of his
outstanding options to purchase common stock of the Company, acquired in making
each previous investment. These consisted of options for a total of 4,400,000
shares, previously exercisable at prices ranging from $.15 to $2.50 per share,
and expiring between 2003 and 2006. All of such options are now cancelled and
terminated, reducing all outstanding stock options by over 90%. This surrender
and cancellation was intended to make future merger, sale or other business
possibilities for the Company easier to achieve. The Company has options,
previously held by employees in 1998 (before current major investors purchased
control), which still remain outstanding, for the purchase of 415,577 shares,
exercisable at prices ranging from $.35 to $2.15 per share, expiring between
2004 and 2006. There were 20,118,178 shares of common stock outstanding as of
June 30, 2002 as a result of the financing described above. (See Note 5.
Subsequent Event (Unaudited).)

      The Company's stock was trading at $.03 per share with nominal volume,
during the seven-day offer/closing period in December, 2001. The shares sold to
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. There was also substantial business risk
to the purchasers because the Company has no continuing operations and was being
liquidated.

      The Company 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 with approximately 5,400 shareholders. (See Note 5. Subsequent
Event (Unaudited).)

      (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


                                       5
<PAGE>

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.

      (c) RECENT HISTORY

      The accompanying financial statements reflect all adjustments which, in
the opinion of management, are necessary for a fair presentation of the results
of operations for the periods shown.

      (d) DISCONTINUED OPERATIONS

      In the year ended March 31, 2001, the Company discontinued the operations
of the New York Expo due to the continuing losses associated with the April
21-22, 2001 Music and Internet Expo, resulting in a loss of approximately
$44,000 for the three months ended June 30, 2001. In accordance with Accounting
Principles Board, ("APB") Statement #30, "Reporting the Effects of the Disposal
of a Segment of a Business," the prior periods' financial statements have been
restated to reflect such discontinuation. All assets and liabilities of the
discontinued segment have been reflected as net assets of discontinued
operations. The following tables reflect the net assets as of June 30, 2001:

         New York Expo:
               As of June 30,                          2001
                                                      ------
                          (Amounts in thousands)
               Cash                                      17
               Receivables                               18
               Accrued expenses                         (16)
                                                       ----
                               Total                     19
                                                       ====

Operating results from discontinued operations are as follows:

         New York Expo:
                                                                  Three months
                                                                 ended June 30,
               Amounts in thousands                                   2001
                                                                 --------------
               Revenues                                              $   --
                                                                     ------
               Operating costs and expenses:
                  Cost of Sales                                          44
                  Selling, general and administrative expenses           --
                                                                     ------
                           Total operating costs and expenses            44
                                                                     ------
               Operating Loss                                           (44)
               Other income and (expenses)                               --
                                                                     ------
               Income (loss) from discontinued operations            $  (44)
                                                                     ======


                                       6
<PAGE>

      (e) 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.

      (f) 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.

      (g) REVENUE RECOGNITION

      Revenues from CD sales were recognized upon shipment to the customer.

      (h) LOSS PER COMMON SHARE

      Loss per share for the three months ended June 30, 2001 was based on the
weighted average number of common shares and common stock equivalents
(convertible preferred shares, stock options and warrants), if applicable,
assumed to be outstanding during the year. The weighted average number of shares
used in the computation of loss per share for the three months ended June 30,
2001 are approximately 15,517,000. Common stock equivalents were not included in
the computation of weighted average shares outstanding for all periods presented
because such inclusion would be anti-dilutive.

      (i) COMPREHENSIVE LOSS

      Comprehensive loss is comprised of net loss and all changes to
stockholders' equity, except those resulting from investments by owners (changes
in paid in capital) and distributions to owners (dividends). For all periods
presented, comprehensive loss is comprised of unrealized holding gains or losses
on marketable securities.

      (j) WEBSITE EXPENSES

      In March 2000, the Emerging Issues Task Force of the Financial Accounting
Standards Board issued consensuses on an emerging accounting issue entitled
"Accounting for Web Site Development Costs" (Issue 00-2). These consensuses
addressed costs incurred in the planning stage, the application and
infrastructure development stage, graphics development stage, the content
development stage, and the operating stage. The consensuses call for
capitalization or expense treatment of various costs depending on certain
criteria. The consensuses are applicable for costs incurred for fiscal quarters
beginning after June 30, 2000 and allows a company to adopt the consensuses as a
cumulative effect of a change in accounting principles.

      The web site development costs incurred during the three months ended June
30, 2001 that were associated with the testing stage were capitalized and
subsequently expensed as a result of management's liquidation plan in the amount
of approximately $157,000. The expenses associated with operating the website
were expensed.

      (k) SIGNIFICANT ESTIMATES

      The Company has adjusted all assets to their expected net realizable value
on a liquidation basis based on management's best estimate. In addition, all
liabilities expected to be incurred with respect to the discontinued operations
have been accrued by management based on its estimates.

2. LITIGATION

      As of the date of this report the Company knows of no pending or
threatened legal actions against the Company that would have a material impact
on the operations or financial condition of the Company.


                                       7
<PAGE>

      From time to time in previous years, the Company had been a party to other
legal actions and proceedings incidental to its business. As of the date of this
report, however, the Company knows of no other pending or threatened legal
actions that could have a material impact on the operations or financial
condition of the Company.

3. STATEMENTS OF CASH FLOWS

                                                              ----------------
                                                                Three months
                                                               ended June 30,
                                                                    2001
                                                              ----------------
                                                                (Amounts in
                                                                 thousands)
      Supplemental disclosures of cash flow information:
         Cash paid during the year for income taxes                $   1

      Non-cash transactions:
          Contribution by management                               $  75

4. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

      Accounts payable and accrued liabilities were comprised of the following:

                                                    June 30,    March 31,
                                                        2002         2002
                                                   ----------------------
                                                   (Amounts in thousands)

          Accrued audit and tax fees                   $ 14       $ 25
          Accounts payable and accrued
               Expenses                                  19          7
                                                       ----       ----
                                                       $ 33       $ 32
                                                       ====       ====

5. SUBSEQUENT EVENT (UNAUDITED)

      The Company Chairman/CEO Lawrence M. Powers and another investor, in order
to finance ongoing corporate expenses, purchased an additional 1,800,000 shares
of common stock of the Company (1,200,000 and 600,000 shares, respectively) as
of July 26, 2002, at $.025 per share. (This was the same price paid by six
shareholder investors in December, 2001, to finance ongoing corporate expenses
at that time.) The Company's stock was trading at $.05 per share during the week
ending July 26, 2002 with nominal volume. The shares recently sold to these two
existing investors were not registered under the Securities Act of 1933, were
purchased for investment requiring "legended" certificates and are not readily
marketable because of such legending and the nominal trading volume in SITI
stock, which factors generally result in substantial discounts in purchase
value. There are also several other business risks to the purchasers, 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
depressed stock market conditions for "going public" increase the difficulties
in arranging any such transactions. As a result of this stock purchase
transaction completed August 5, 2002, the Company's outstanding common stock
increased as of such date from 20,118,178 shares to 21,918,178 shares.


                                       8
<PAGE>


The following table reflects the Proforma Effect of this financing transaction
on the Statement of Net Assets (Liabilities) in Liquidation as of June 30, 2002:


SITI-Sites.com, Inc.                       Statement of Net   Proforma Effect on
(Amounts in thousands)                          Assets         Statement of Net
                                           (Liabilities) in        Assets in
                                             Liquidation       Liquidation June
                                            June 30, 2002          30, 2002
                                             (Unaudited)          (Unaudited)
--------------------------------------------------------------------------------
Assets
         Total assets                          $    28             $   73
                                               -------             ------

Liabilities
         Total liabilities                          33                 33
                                               -------             ------

Net Assets (Liabilities) in Liquidation        $    (5)            $   40
                                               =======             ======


                                       9
<PAGE>


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, 2002. 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 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, now in 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.OB".

      In view of the Company's determination to seek other business
opportunities to create shareholder value, the following information relating to
the results of the Company's prior discontinued operations 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).


                                       10
<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

      The Company's primary objective is to conserve its cash while it is
seeking merger or sale possibilities. As of June 30, 2002 the Company had net
liabilities of $5,000. As a result, Chairman/CEO Powers invested $30,000 and
another existing investor invested $15,000 in the Company as of July 26, 2002,
resulting in the issuance of 1,800,000 shares of common stock.

      As of June 30, 2002, the Company's total assets were $28,000, of which
$27,000 is represented by cash. During the three months ended June 30, 2002, the
Company paid approximately $61,000 in operating expenses consisting primarily of
its stock transfer agent fees and salary to one employee of approximately
$15,000 as well as management's contribution of their services of approximately
$46,000.

      As of June 30, 2002, the Company's liabilities were $33,000 consisting
primarily of its obligations for professional fees associated with its fiscal
2002 year end audit. Management, primarily the Chairman/CEO, continues 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 $46,000 to compensation and rent.

LIQUIDATION BASIS OF ACCOUNTING

      The condensed consolidated financial statements for the three months ended
June 30, 2001 were prepared on the going concern basis of accounting, which
contemplates realization of assets and satisfaction of liabilities in the normal
course of business. As a result of Management's Plan for Liquidation and the
imminent nature of the liquidation, the Company 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.

RISK FACTORS

      See the Company's Annual Report on Form 10-K (filed with the SEC on June
28, 2002), "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

      The Company Chairman/CEO Lawrence M. Powers and another investor, in order
to finance ongoing corporate expenses, purchased an additional 1,800,000 shares
of common stock of the Company (1,200,000 and 600,000 shares, respectively) as
of July 26, 2002, at $.025 per share. (This was the same price paid by six
shareholder investors in December, 2001, to finance ongoing corporate expenses
at that time.) The Company's stock was trading at $.05 per share during the week
ending July 26, 2002 with nominal volume. The shares recently sold to these two
existing investors were not registered under the Securities Act of 1933, were
purchased for investment requiring "legended" certificates and are not readily
marketable because of such legending and the nominal trading volume in SITI
stock, which factors generally result in substantial discounts in purchase
value. There are also several other business risks to the purchasers, 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


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<PAGE>


shareholders. But current depressed stock market conditions for "going public"
increase the difficulties in arranging any such transactions. As a result of
this stock purchase transaction completed August 5, 2002, the Company's
outstanding common stock increased as of such date from 20,118,178 shares to
21,918,178.

The following table reflects the Proforma Effect of this financing transaction
on the Statement of Net Assets (Liabilities) in Liquidation as of June 30, 2002:

SITI-Sites.com, Inc.                         Statement of Net    Proforma Effect
(Amounts in thousands)                            Assets         on Statement of
                                             (Liabilities) in     Net Assets in
                                                Liquidation        Liquidation
                                               June 30, 2002      June 30, 2002
                                                (Unaudited)        (Unaudited)
--------------------------------------------------------------------------------
Assets
         Total assets                             $    28            $   73
                                                  -------            ------

Liabilities
         Total liabilities                             33                33
                                                  -------            ------

Net Assets (Liabilities) in Liquidation           $    (5)           $   40
                                                  =======            ======


RESULTS OF OPERATIONS

Three months ended June 30, 2001.

      Total Company revenues for the three months ended June 30, 2001 were
nominal.

      Operating expenses in the three months ended June 30, 2001 totaled
approximately $385,000 which primarily included personnel and related expenses
of $241,000 and outside services of $58,000. Accounting and insurance fees for
the three months ended June 30, 2001 were $15,000 each. The remaining costs of
approximately $56,000 represented ongoing office expenses while the Company
maintained its New York City facility.

      Other income totaled approximately $9,000 for the three months ended June
30, 2001 which included $4,000 attributable to interest income and $5,000
related to a gain on the sale of marketable securities.

      Discontinued operations for the three months ended June 30, 2001 were
approximately $44,000 which pertained to additional costs associated with the
April, 2001 New York Expo.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      The Company's market risk disclosures set forth in its fiscal 2002 Annual
Report filed on Form 10-K have not changed significantly.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

      As of the date of this report the Company knows of no pending or
threatened legal actions against the Company that would have a material impact
on the operations or financial condition of the Company.


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<PAGE>


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

      A.    Exhibits

                  Exhibit 99 - Certification Pursuant To 18 U.S.C. Section 1350,
            As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act of 2002

      B.    Reports on Form 8-K

            There were no reports on Form 8-K filed during the quarter ended
            June 30, 2002.


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<PAGE>


                                   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:  August 13, 2002

                                SITI-SITES.COM, INC.


                                By  /s/ Lawrence M. Powers
                                    ----------------------
                                    Lawrence M. Powers
                                    Chief Executive Officer and
                                    Chairman of the Board of Directors

                                By  /s/ Toni Ann Tantillo
                                    ---------------------
                                    Toni Ann Tantillo
                                    Chief Financial Officer,
                                    Vice President, Secretary and Treasurer


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<PAGE>


                                  EXHIBIT INDEX

      Exhibit 99 - Certification Pursuant To 18 U.S.C. Section 1350, As Adopted
Pursuant To Section 906 Of The Sarbanes-Oxley Act of 2002


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