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 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 0-15596

                              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 January 31, 2002, the registrant had outstanding approximately 20,017,000
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, 2000, (the "Form 10-K for 2000");
      (2)   Annual Report to security holders on Form 10-K for the year ended
            March 31, 2001, (the "Form 10-K for 2001");
      (3)   Quarterly Report to security holders on Form 10-Q for the quarter
            ended June 30, 2001 (the "Form 10-Q for 6/30/01");
      (4)   Quarterly Report to security holders on Form 10-Q for the quarter
            ended September 30, 2001 (the "Form 10-Q for 9/30/01");
      (5)   Current Report to security holders on Form 8-K filed with the SEC on
            December 10, 2001 (the "Form 8-K for 12/10/01");

Such documents are referred to in this Quarterly Report on Form 10-Q in several
places.

<PAGE>

                              SITI-SITES.COM, INC.
                                    FORM 10-Q
                                DECEMBER 31, 2001

                                      INDEX

PART I. FINANCIAL INFORMATION                                           Page No.
                                                                        --------

Recent Events...........................................................    1

Statement of Net Assets in Liquidation and Balance Sheet................    2

Statements of Operations and Comprehensive Loss.........................    3

Statements of Cash Flows................................................    4

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

Management's Discussion and Analysis of Financial Condition
and Results of Operations...............................................   11

PART II.  OTHER INFORMATION.............................................   14

Item 1. Legal Proceedings ..............................................   14

Item 2. Changes in Securities ..........................................   14

Item 6. Exhibits and Reports on Form 8-K................................   14

<PAGE>

RECENT EVENTS

      Siti-Sites.com, Inc., a Delaware corporation, and its various divisions
(referred to collectively as "SITI" or the "Company") 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 are its primary
investors, 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 has commenced procedures to liquidate in an orderly manner.

      Liquidation. The previously announced liquidation of the Company's assets
was brought to conclusion in December, 2001. The Company's only substantial
liability, consisting 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 off expeditiously, and all employees were terminated in November. A
team of two software consultants were paid in December 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. All three
consultants have worked for the Company during previous months, and could be
helpful in enabling the Company to realize any near-term value in such system.
However, complications in completing the software have resulted in management
terminating these consulting relationships for the time being, with a view to
restarting them, if possible, when specific marketing opportunities present
themselves. The Company has shut down all of its websites effective February 1,
2002.

      As a result of the termination of all operating employees, President
Robert Ingenito and Executive Vice-President John Iannitto resigned to pursue
their other business interests, but Mr. Ingenito remains a director of the
Company. Messrs. Ingenito, Iannitto, and Chairman/CEO Lawrence M. Powers each
purchased excess furniture and equipment from the Company for a total of
approximately $19,000, at itemized prices which were no less than could be
obtained by the Company on an arms-length basis from third parties. The balance
of the furniture was sold to an unrelated third party for approximately $4,000.

      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.

      The Company's stock was trading at $.03 per share with nominal volume,
during the seven-day offer/closing period. 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 participating investors were Lawrence M. Powers, Robert Ingenito, John
DiNozzi, John Iannitto, Steven E. Gross and Colvil Investments, 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.

      The Company is seeking merger or sale possibilities with operating
businesses who perceive value in its publicly traded corporate shell with 5,400
shareholders. Mr. Powers has been active in recent weeks developing contacts for
possible merger or sale transactions. The Company has now been audited for the
past four fiscal years, and has neither debt, nor material expenses or ongoing
liabilities, except as required to preserve the corporate entity and make
necessary SEC filings. There are approximately 20,017,000 shares of common stock
now outstanding as a result of the recent financing described above.


                                       1
<PAGE>

PART I.  FINANCIAL INFORMATION
SITI-Sites.com, Inc.
(Amounts in thousands)

<TABLE>
<CAPTION>
                                                                                          Balance
                                                                          Statement        Sheet
                                                                        of Net Assets      (Going
                                                                        in Liquidation    Concern
                                                                          December 31,     Basis)
                                                                             2001         March 31,
                                                                          (Unaudited)       2001
----------------------------------------------------------------------------------------------------
<S>                                                                       <C>            <C>
Assets
Current assets:
  Cash and cash equivalents                                               $        92    $       326
  Marketable securities                                                            --            624
  Receivables and other assets                                                      7             25
                                                                          -----------    -----------
                  Total current assets                                             99            975
                                                                          -----------    -----------

Property and Equipment:
  Equipment, net of accumulated depreciation                                       --            121
  Artist Promotion System                                                          --             --
                                                                          -----------    -----------
Property and Equipment, net                                                        --            121
                                                                          -----------    -----------

Intangibles:
 Goodwill                                                                          --            289
  Less:  Accumulated amortization                                                  --           (289)
                                                                          -----------    -----------
Intangibles, net                                                                   --             --
                                                                          -----------    -----------

                  Total assets                                            $        99    $     1,096
                                                                          ===========    ===========

Liabilities and Stockholders' Equity:
Current Liabilities
  Accounts payable and accrued liabilities                                $        19    $       114
  Net liabilities of discontinued operation                                        16             79
                                                                          -----------    -----------
                  Total current liabilities                                        35            193
                                                                          -----------    -----------

                  Total liabilities                                                35            193
                                                                          -----------    -----------

Commitments and contingencies

Stockholders' Equity (Net Assets in Liquidation):
Preferred stock $.001 par value, 5,000 shares
authorized, respectively, and none issued and outstanding                          --             --

Common stock, $.001 par value, 35,000 shares authorized,
respectively, and 20,017 and 15,517  issued and outstanding,
respectively                                                                                      16
 Paid-in capital                                                                              77,486
 Accumulated deficit                                                                         (76,272)
                                                                                         -----------
                                                                                               1,230
 Treasury stock, 112 shares at cost                                                             (330)
 Accumulated Other Comprehensive Income                                            --              3
                                                                          -----------    -----------
                  Total stockholders' equity (Net Assets in Liquidation)           64            903
                                                                          -----------    -----------

Total liabilities and stockholders' equity                                $        99    $     1,096
                                                                          ===========    ===========
</TABLE>

See accompanying notes to condensed financial statements


                                       2
<PAGE>

Statements of Operations and Comprehensive Loss
(Amounts in thousands, except per share amounts)
(Unaudited)

------------------------------------------------------

<TABLE>
<CAPTION>
                                                         Three months ended                Nine months ended
                                                              December 31,                    December 31,
                                                        2001             2000             2001             2000
                                                   -------------    -------------    -------------    ------------
<S>                                                <C>              <C>              <C>              <C>
Revenues                                           $          --    $          --    $          --    $         --
                                                   -------------    -------------    -------------    ------------

Operating costs and expenses:
  Selling, general and administrative                        139              202              343             501
                                                   -------------    -------------    -------------    ------------
           Total operating costs and expenses                139              202              343             501
                                                   -------------    -------------    -------------    ------------

Operating loss                                              (139)            (202)            (343)           (501)
                                                   -------------    -------------    -------------    ------------

Other expense
  Loss on sale of equipment                                  (74)              --              (74)             --
  Impairment provision on assets                            (157)              --             (157)             --
  Other income                                                 1                8               19              54
                                                   -------------    -------------    -------------    ------------
Other expense, net                                          (230)               8             (212)             54
                                                   -------------    -------------    -------------    ------------

Loss from continuing operations                             (369)            (194)            (555)           (447)

Loss from discontinued operations                           (173)            (250)            (604)           (914)
                                                   -------------    -------------    -------------    ------------

Net loss                                                    (542)            (444)          (1,159)         (1,361)

Other comprehensive gain (loss), net of tax                   --              (12)              (3)             14
                                                   -------------    -------------    -------------    ------------
Comprehensive loss                                 $        (542)   $        (432)   $      (1,162)   $     (1,347)
                                                   =============    =============    =============    ============

Basic and diluted loss per common share:
  Loss  from continuing operations                 $        (.02)   $        (.01)   $        (.03)   $       (.03)
  Loss from discontinued operations                         (.01)            (.02)            (.04)           (.07)
                                                   -------------    -------------    -------------    ------------
Net loss per common share                          $        (.03)   $        (.03)   $        (.07)   $       (.10)
                                                   =============    =============    =============    ============

Weighted average number of Common Shares used in
basic and diluted calculation                             16,055           15,057           15,697          13,586
                                                   =============    =============    =============    ============
</TABLE>

Interim results are not indicative of the results expected for a full year.
See accompanying notes to condensed financial statements.


                                       3
<PAGE>

Statements of Cash Flows
(Amounts in thousands)

<TABLE>
<CAPTION>
                                                                           2001            2000
Nine months ended December 31,                                         (Unaudited)     (Unaudited)
--------------------------------------------------------------------------------------------------
<S>                                                                   <C>             <C>
Cash flow from operating activities:
Net loss                                                              $     (1,159)   $    (1,361)
Adjustments to reconcile net loss to net cash (used in) provided by
continuing activities:
Gain on settlement                                                              --            (19)
Gain on sale of marketable securities                                           (5)           (14)
Depreciation and amortization                                                    8             70
Loss on sale of assets                                                          74             --
Impairment provision on assets                                                 157             --
Contribution of services by management                                          65             39
Compensation and consulting fees via stock and options                           8             13
Loss on discontinued operations                                                604            914
 (Increase) decrease in:
  Prepaid expenses                                                              12              1
  Receivables                                                                    6              1
  Increase (decrease) in:
  Accounts payable                                                              (5)            14
  Accrued liabilities                                                          (90)           (81)
                                                                      ---------------------------
Net cash used in continuing operations                                        (325)          (423)
Net cash used in discontinued operations                                      (510)          (661)
-------------------------------------------------------------------------------------------------
Net cash used in operating activities                                         (835)        (1,084)
-------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Capitalization of Artist Promotion Services                                   (157)            --
Proceeds from sale of marketable securities                                    626            950
Proceeds from sale of assets                                                    24             --
Purchase of marketable securities                                               --         (1,345)
Purchase of property and equipment                                              (2)           (38)
-------------------------------------------------------------------------------------------------
Net cash provided by (used in)  investing activities                           491           (433)
-------------------------------------------------------------------------------------------------
Cash flow from financing activities:
Proceeds from the issuance of common stock                                     110          1,150
-------------------------------------------------------------------------------------------------
Net cash provided by financing activities                                      110          1,150
-------------------------------------------------------------------------------------------------
Net  (decrease) increase in cash and cash equivalents                         (234)          (367)
Cash and cash equivalents, beginning of year                                   326            693
-------------------------------------------------------------------------------------------------
Total cash and cash equivalents, end of quarter (including cash
amounts in net liabilities of discontinued operations)                $         92    $       326
                                                                      ===========================
</TABLE>

See accompanying notes to condensed 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, and its various divisions
(referred to collectively as "SITI" or the "Company") 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 are its primary
investors, 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.

      Management's decision was based primarily upon its inability to complete
the necessary software and marketing plans for the Company's projects, within a
six month period, which was all that could be funded by the interim capital
under discussion. However, current depressed economic conditions for Internet
and many other businesses, and lack of future funding sources, played a part in
the decision to liquidate operations promptly.

      Liquidation - The Company has since liquidated in an orderly manner during
the quarter ended December 31, 2001 by closing its office in New York City. The
Company has not incurred any funded debt, and has minimal payables, thereby
allowing its operations to be concluded and its obligations to be satisfied in a
brief period of time. The Company's furniture and equipment were sold off and
most employees were terminated in November, 2001. The Company retained two
software consultants during December 2001 and January, 2002 to complete the
Company's Artist Promotion System which they were unable to accomplish and
management has decided not to fund the project. At this time, the Artist
Promotion System is not fully operable and has been impaired as of December 31,
2001.

      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. Each purchasing investor was further required
to surrender all of his outstanding options to purchase common stock of the
Company, acquired on 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.

      The foregoing controls the following discussion of events during the third
fiscal quarter ended December 31, 2001.

      (b)   CHANGE TO LIQUIDATION BASIS OF ACCOUNTING

      During the quarter ended December 31, 2001, the Corporation adopted the
liquidation basis of accounting effective November 13, 2001. 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.

      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 dissolution and liquidation of the Corporation.
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.

      Management currently estimates that the amount accrued at December 31,
2001 will be sufficient to allow for final dissolution.

      (c) RECENT HISTORY

      The accompanying unaudited condensed 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 and include the
accounts and results of the Company's wholly-owned subsidiaries. All significant
intercompany accounts have been eliminated in consolidation. The results of
operations for such periods are not necessarily indicative of the results
expected for the full fiscal year or for any future period.

      These financial statements should be read in conjunction with the
consolidated financial statements and related notes included in the Company's
Annual Report on Form 10-K for the year ended March 31, 2001.

      (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 and $222,000, respectively, for the nine months ended December 31, 2001
and 2000.

      In November 2001, as a result of the Company's inability to complete the
necessary software and marketing plans, the Company discontinued the remaining
operations of the Hungry Bands and New Media Music. The divisions had losses of
approximately $201,000 and $318,000 for Hungry Bands and $359,000 and $374,000
for


                                       5
<PAGE>

New Media Music, respectively, for the nine months ended December 31, 2001
and 2000. In accordance with Accounting Principles Board, ("APB") Statement #30,
"Reporting the Effects of the Disposal of a Segment of a Business," the prior
period's financial statements have been restated to reflect such
discontinuation. All assets and liabilities of the discontinued segments have
been reflected as net assets or liabilities of discontinued operations. Net
liabilities of the discontinued operations as of December 31, 2001 consisted of
accrued expenses for New Media Music of approximately $16,000. The net assets
for Hungry Bands and New Media Music as of December 31, 2000 consisted solely of
cash in the amounts of approximately $1,000 and $5,000, respectively. The
following table reflects the net assets as of December 31, 2000:

            New York Expo

                                                           As of
                                                     December 31, 2000
                                                   ----------------------
                                                        (Amounts in
                                                        thousands)
                   Cash                                     19
                   Prepaid expenses and other                6
                   Deferred Income                         (19)
                                                   ----------------------
                                   Total                     6
                                                   ======================

      Operating results from discontinued operations are as follows:

            New York Expo

<TABLE>
<CAPTION>
                   For the nine months ended, December 31,                    2001         2000
                                                                            ----------------------
                                                                            (Amounts in thousands)
                   <S>                                                      <C>           <C>
                   Revenues                                                 $    --       $     --
                                                                            ----------------------

                   Operating costs and expenses:
                      Cost of Sales                                              44             15
                      Selling, general and administrative expenses               --            207
                                                                            ----------------------
                                    Total operating costs and expenses           44            222
                                                                            ----------------------
                   Operating Loss                                               (44)          (222)
                   Other income and (expenses)                                   --             --
                                                                            ----------------------
                   Loss from discontinued operations                        $   (44)      $   (222)
                                                                            ======================
<CAPTION>

         Hungry Bands

                   For the nine months ended, December 31,                    2001         2000
                                                                            ----------------------
                                                                            (Amounts in thousands)
                   <S>                                                      <C>           <C>
                   Revenues                                                 $    --       $      1
                                                                            ----------------------

                   Operating costs and expenses:
                      Cost of Sales                                              --             --
                      Selling, general and administrative expenses              201            319
                                                                            ----------------------
                                    Total operating costs and expenses          201            319
                                                                            ----------------------
                   Operating Loss                                              (201)          (318)
                   Other income and (expenses)                                   --             --
                                                                            ----------------------
                   Loss from discontinued operations                        $  (201)      $   (318)
                                                                            ======================
</TABLE>


                                       6
<PAGE>

         New Media Music
<TABLE>
<CAPTION>
                   For the nine months ended, December 31,                    2001         2000
                                                                            ----------------------
                                                                            (Amounts in thousands)
                   <S>                                                      <C>           <C>
                   Revenues                                                 $    --       $     --
                                                                            ----------------------

                   Operating costs and expenses:
                      Cost of Sales                                              --             --
                      Selling, general and administrative expenses              359            374
                                                                            ----------------------
                                    Total operating costs and expenses          359            374
                                                                            ---------------------
                   Operating Loss                                              (359)          (374)
                   Other income and (expenses)                                   --             --
                                                                            ----------------------
                   Loss from discontinued operations                        $  (359)      $   (374)
                                                                            ======================
</TABLE>

      (e) USE OF ESTIMATES

      In preparing financial statements in conformity with generally accepted
accounting principles, 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) MARKETABLE SECURITIES

      The Company does not intend to hold its investments to maturity, and
classifies these securities as available-for-sale and carries them at fair
value. Unrealized holding gains and losses (determined by specific
identification) on investments classified as available-for-sale, are carried as
a separate component of stockholders' equity.

      (h) REVENUE RECOGNITION

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

      (i) LOSS PER COMMON SHARE

      Loss per share for the three and nine months ended December 31, 2001 and
2000 were 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 quarters
ended December 31, 2001 and 2000 are 16,055,000 and 15,057,000, respectively.
For the nine months ended December 31, 2001 and 2000, the weighted average
number of shares used in the computation of loss per share were 15,697,000 and
13,586,000, respectively.

      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.

      (j) PROPERTY AND EQUIPMENT

      Property and Equipment is recorded at cost. Depreciation is recorded using
the straight-line method over the estimated useful lives of the assets of 3 to 7
years. During the quarter ended December 31, 2001, the Company considered the
value of The Artist Promotion System impaired and sold its fixed assets as a
result of management's liquidation plan, and as a result, recorded charges of
approximately $157,000 and $74,000, respectively.


                                       7
<PAGE>

      (k) INTANGIBLES

      The carrying amount of goodwill is reviewed if facts and circumstances
suggest that it may be impaired. If this review indicates that goodwill will not
be recoverable, as determined based on the estimated undiscounted cash flows of
the entity acquired over the remaining amortization period, the carrying amount
of goodwill is decreased by the estimated shortfall of cash flows. In the last
quarter of fiscal 2001, the Company determined its goodwill was impaired based
on continuing negative cash flows over the remaining amortization period and
wrote off approximately $134,000.

      (l) 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.

      (m) 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 nine months ended
December 31, 2001 that were associated with the testing stage were capitalized
and subsequently written down as a result of management's liquidation plan in
the amount of approximately $157,000. The expenses associated with operating the
website were expensed. Web site development costs incurred through December 31,
2000 were expensed and the Company had elected to not capitalize any previously
eligible costs.

      (n) TERRORIST ATTACK OF SEPTEMBER 11, 2001

      Due to the Company's proximity to the terrorist attack on September 11,
2001 on the World Trade Center in New York City, the office was closed for one
week. All costs related to this attack have been paid or accrued and have been
included in operating costs and expenses for the nine months ended December 31,
2001. The Company filed an insurance claim and the amount of the expense
recovery has been estimated at approximately $5,000.

      (o) 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.


                                       8
<PAGE>

2. STATEMENT OF CASH FLOWS

                                                          Nine months ended
                                                             December 31,
                                                       -----------------------
                                                          2001         2000
                                                       -----------------------
                                                       (Amounts in thousands)
Supplemental disclosures of cash flow information:
  Cash paid during the year for interest                $     --      $     --
  Cash paid during the year for income taxes            $      8      $     10

Non-cash transactions:
  Contribution of salaries by management                $     65      $     39
  HungryBands                                           $     --      $     53
  Compensation and consulting fees via stock and
  options                                               $      8      $     13
  Gain on settlement                                    $     --      $    (19)
Non-cash transactions (discontinued operations):
  Contribution of salaries by management                $    131      $    161
  Compensation and consulting fees via stock and
  options                                               $     10      $     45

3. GOODWILL

      As a result of management's review of the carrying amount of goodwill, on
March 31, 2001, the Company wrote off $134,000 of goodwill as a result of the
losses associated with the 2001 Expo, the discontinuation of the New York Expo
business segment, and the estimated future undiscounted cash flows associated
with the remaining entities.

4. LICENSING AGREEMENTS

      Throughout the current and prior fiscal years, the Company has entered
into certain royalty agreements with artists whereby, the Company is obligated
to reimburse the artists $5.00 per sale of an artist's CD. Such sales have been
nominal and are part of the Company's discontinued operations for the quarters
and nine months ended December 31, 2001 and 2000, respectively.

5. SEGMENT INFORMATION

      As a result of discontinuing its operations, the Company has no reportable
segments.

6. 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.

      On May 1, 2000, the former officers of Tropia (Jonathan Blank, Ari Blank
and Arjun Nayyer) entered into a settlement agreement with the Company in
connection with various claims and their activities since their resignations
during the third quarter of fiscal 2000. As a result of the agreement, all
claims have been settled and they have returned an additional 50,000 shares to
the Company resulting in an increase in treasury stock and a corresponding gain
on litigation settlement of approximately $19,000. In addition, the former
officers have waived any and all of their rights to the 158,333 escrowed shares
related to the original acquisition of Tropia.

      Defaults by EZCD.com as to its investment representations, and its content
and technology sharing agreement with the Company could result in litigation or
other legal complications, and attendant costs and efforts by the


                                       9
<PAGE>

Company's management to resolve such matters. EZCD.com filed for bankruptcy
liquidation in August, 2000 and the Company is making claims in such proceeding.

      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.

7. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES:

      Accounts payable and accrued liabilities were comprised of the following:

                                 December 31,        March 31,
                                     2001              2001
                                --------------------------------
                                     (Amounts in thousands)

Accrued audit and tax fees      $          --      $          60
Deferred rent                              --                  8
Accrued expenses and
   Accounts payable                        19                 46
                                -------------      -------------
                                $          19      $         114
                                =============      =============


                                       10
<PAGE>

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

      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, 2001. 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

      Reference is made herein to "Recent Events" in the forepart of this
document.

RESULTS OF OPERATIONS

      The following table sets forth certain financial data for the periods
indicated.

                                                         Three months ended
                                                            December 31,
                                                       ---------------------
                                                        2001           2000
                                                       ---------------------
Continuing Operations:                                 (Amounts in thousands)
Revenues                                                   0               0
Operating costs and expenses:
Selling, general and administrative                      139             202

                                                       ---------------------
Total operating costs and expenses                       139             202
                                                       ---------------------

                                                       ---------------------
Operating loss                                         $(139)          $(202)
                                                       =====================

                                                         Nine months ended
                                                            December 31,
                                                       ---------------------
                                                        2001            2000
                                                       ---------------------
Continuing Operations:                                 (Amounts in thousands)
Revenues                                                   0               0
Operating costs and expenses:
Selling, general and administrative                      343             501

                                                       ---------------------
Total operating costs and expenses                       343             501
                                                       ---------------------

                                                       ---------------------
Operating loss                                         $(343)          $(501)
                                                       =====================


                                       11
<PAGE>

      CONSOLIDATED REVENUES

      For the three and nine months ended December 31, 2001 and 2000, there were
no revenues.

      OPERATING COSTS AND EXPENSES

      For the quarter and nine months ended December 31, 2001, operating costs
and expenses decreased approximately $63,000 or 31% and $158,000 or 32% as
compared to the same period in the prior fiscal year primarily due to a decline
in general and administrative expenses as well as an overall decline in
corporate activity. For the nine months ended December 31, 2001, legal fees
decreased approximately $60,000 as compared to the nine months ended December
31, 2000 as a result in a decline in general corporate organizational matters.
Depreciation and amortization decreased approximately $24,000 or 96% and $61,000
or 88% for the three and nine months ended December 31, 2001 as a result of the
write-off of goodwill in March 2001 and the disposition of assets during the
current fiscal quarter. There was no amortization of goodwill for the current
fiscal year. Accounting fees decreased approximately $9,000 or 57% and $34,000
or 57% for the quarter and nine months ended December 31, 2001 as compared to
the same periods in the prior fiscal year as a result of decreased activity with
the Company. Personnel and related expenses decreased approximately $45,000 or
52% and increased approximately $1,000 or 1%, respectively, for the three and
nine months ended December 31, 2001 as compared to the three and nine months
ended December 31, 2000 as a result of the termination of employees during the
current fiscal year pursuant to the discontinuing of operations. (See "Recent
Events"). The remaining decrease of approximately $2,000 for the nine months
ended December 31, 2001 as compared to the nine months ended December 31, 2000
is directly related to the discontinuing of operations during the current fiscal
year.

      OPERATING LOSS

      The Company experienced an operating loss of approximately $139,000 for
the three months ended December 31, 2001 as compared to an operating loss of
approximately $202,000 for the three months ended December 31, 2000. This
decreased loss is directly related to decreased operating costs and expenses for
the current fiscal quarter as compared to the quarter ended December 30, 2000 as
a result of the liquidation.

      For the nine months ended December 31, 2001, the Company experienced an
operating loss of approximately $343,000 as compared to an operating loss of
$501,000 for the nine months ended December 31, 2000. This decreased loss is
directly related to decreased operating costs and expenses for the current
period as compared to the same period in the prior fiscal year as a result of
the liquidation.

      OTHER INCOME AND EXPENSE

      Other expenses for the three and nine months ended December 31, 2001
totaled approximately $230,000 and $212,000, respectively, as compared to income
of $8,000 and $54,000, respectively, in the prior fiscal year. This increase in
expense is primarily due to the impairment provision on the Artist Promotion
System and disposal of fixed assets during the current fiscal year.

      DISCONTINUED OPERATIONS

      During the three and nine months ended December 31, 2001, the Company
experienced losses of approximately $173,000 and $604,000 associated with its
discontinued operations. These costs were directly related to its Hungry Bands,
New Media Music and New York Expo divisions.

      LIQUIDITY AND CAPITAL RESOURCES

      As of December 31, 2001 the Company had working capital of approximately
$64,000. The Company's management believes that current cash resources will not
be sufficient to meet the Company's anticipated cash needs for working capital
and capital expenditures in the short-term and, as a result, began liquidation
procedures during the current fiscal quarter. (See Notes 1 (a), describing the
Company's plan for liquidation).

      Net cash used in operating activities for the nine months ended December
31, 2001 totaled approximately $835,000 as compared to $1,084,000 during the
nine months ended December 31, 2000. The decline in the cash usage is directly
associated with the overall decline in operating activities since the
discontinuing of the Company's divisions.

      During the nine months ended December 31, 2001, the Company recorded
approximately $491,000 in net


                                       12
<PAGE>

cash provided by investing activities as a result of the sale of marketable
securities offset by the capitalization of the Artist Promotion System which was
subsequently written off as a result of the discontinuing of the Company's
operations. During the nine months ended December 31, 2000, the Company recorded
approximately $433,000 in net cash used by investing activities primarily due to
the $1,345,000 purchase of marketable securities offset by the $950,000 proceeds
from the sale of securities. Capital expenditures were approximately $2,000 and
$38,000, respectively during the current fiscal year and the nine months ended
December 31, 2000.

      As a result of the November 28, 2001 offer to key investors to assist in
the financing of the Company's liquidation, the Company received approximately
$110,000 from the issuance of common stock. As a result of the June 2000 stock
purchase agreements, the Company received $1,150,000 from the issuance of common
stock, resulting in total net cash provided by financing activities of
$1,150,000 for the nine months ended December 31, 2000.

MANAGEMENT'S PREVIOUS PLAN

      The Company's previous business strategy in the music field was to build a
database marketing operation, which rendered an array of specialized services to
musical artists and their fans, at modest fees on a continuing basis. A major
investor and member of senior management of the Company (Robert Ingenito) was
highly experienced in database marketing techniques he developed and practiced
successfully in several private and publicly owned businesses. This plan had
been underway since January 2000 and major portions of the necessary software
were completed and were in use. Portions of the artists' promotion services
software, and the news content sharing software were still being revised, when
management determined to liquidate in November, 2001. (See Note 1 (a),
describing the Company's plan for liquidation).

      The Company considered its thousands of musical artists and their fans, a
beginning group of prospects for sale of SITI's services. These musical artists
are mostly emerging rock/pop groups, i.e. independent and not affiliated with
major record companies, in many genres and locales, each comprising several
artists and some fan following.

      The Company's software team had been revising and expanding its websites
to handle the various publications, and artist and fan services which were to be
offered to its potential database. Revenue sources were expected to include
e-mail distribution of band communications to their fans, touring locations,
clubs and play dates, new record releases, promotion of bands at their own
websites, and hyperlinks to the various websites and stores where their music is
sold.

      SITI had added a new streaming radio player to the existing embedded radio
on its Tropia website, which played its emerging artists' music along with other
content, in multiple streams by genre preference. These Internet streaming radio
channels were expected to become bases for sale of promotional services for
emerging artists, and product advertising across multiple listener preference
communities.

      The implementation of the Company's previous business plan was also
occurring, in part, through its www.NewMediaMusic.com newsletter, a free
e-magazine in operation since 2000. It contained current new media music news
(i.e. digital music coverage, analysis and interviews on key industry problems)
and was seen by thousands of industry professionals, artists and fans regularly.
E-mails from readers and other comments on this newsletter indicated that it was
a respected source of news and analysis. Artists were being offered free
subscriptions to this newsletter, and to a new weekly artist edition thereof, to
encourage their future participation in promotional services, analysis of
industry issues, and merchandising services to be made available to them,
through the Company's band and fan registry. The software underlying the
NewMediaMusic newsletter was revised for the addition of targeted, personalized
information in each viewer's interest area, and the newsletter services and
archives were expected to become additional revenue sources to SITI through
syndication to product marketers, service charges and advertising revenues. This
e-magazine in business, artist, fan and special market editions was to provide
increasingly focused information, and linkages for the Company's database of
artists, fans and affiliated websites in the music field.

      The initial source for these emerging artists were the Company's
www.Tropia.com and www.HungryBands.com music websites which played and sold CDs
and MP3 downloads. Additional groups of artists and fans were expected to be
added to SITI's music websites, or solely to its artist communication database,
from other established music websites or artist services websites. The Company
was attracting a growing supply of music news and information from many sources
to enhance its database, but was consuming its available capital as well.

      Further implementation of SITI's strategy occurred through its ownership
of www.NewYorkExpo.com and its related Internet music exposition held for the
past two years in New York City. In May 2001, the Company decided to discontinue
the New York Expo due to insufficient sponsorship and attendance. Internet music
sites took booths at these expos, joined in the panels of experts, interacted
with each other and with SITI's marketing


                                       13
<PAGE>

development team, and provided current information to emerging artists and fans.
The 2001 Expo was held in April 2001 at Madison Square Garden, but resulted in
losses because of insufficient sponsorship and attendance. These Expos, however,
placed the Company at the fulcrum of providers of music services, equipment and
new technology, along with emerging digital music industry problems.

      No assurances could be given that the Company would successfully complete
the above-described database developments, or its ongoing software development,
or achieve the revenues sought from the described business plan and by November,
2001 all available capital had been consumed. (See Note 1, describing the
Company's plan for liquidation).

RISK FACTORS

      See the Company's Annual Report on Form 10-K (filed with the SEC on July
9, 2001), "Item 1 - Risk Factors That May Affect the Company's Business, Future
Operating Results and Financial Condition."

      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.

      Defaults by EZCD.com as to its investment representations, and its content
and technology sharing agreement with the Company could result in litigation or
other legal complications, and attendant costs and efforts by the Company's
management to resolve such matters. EZCD.com filed for bankruptcy liquidation in
August, 2000 and the Company is making claims in such proceeding.

      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.

ITEM 2. CHANGES IN SECURITIES

      As a result of the November 28, 2001 offer to key investors, the following
shares were purchased at $.025 per share:

             Lawrence M. Powers - 1,700,000 shares;
             Robert Ingenito and John DiNozzi, collectively - 1,300,000 shares;
             John Iannitto - 700,000 shares;
             Steven E. Gross - 500,000 shares; and
             Colvil Investments - 200,000 shares.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

            A. Exhibits

               None

            B. On December 10, 2001, the Company filed a Current Form on Form
8-K announcing at "Item 2 - Acquisition or Disposition of Assets", the
liquidation of SITI-Sites.com, Inc.


                                       14
<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: February 14, 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


                                       15