UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A

(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, 2005

                                       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.)

47 Beech Road, Englewood, New Jersey             07631
(Address of principal executive offices)         (Zip Code)

111 Lake Avenue, Suite #7, Tuckahoe, New York    10707
(Address of Chief Financial Officer)             (Zip Code)

                                 (212) 925-1181
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

YES |X| NO |_|

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 12, 2005, the registrant had outstanding 30,078,178 shares of its
Common Stock, par value $.001 per share.

The following documents are incorporated herein by reference:

      (1)   Annual Report to security holders on Form 10-K for the year ended
            March 31, 2005 (the "Form 10-K for 2005");

      (2)   Annual Report to security holders on Form 10-K for the year ended
            March 31, 2004 (the "Form 10-K for 2004");

      (3)   Annual Report to security holders on Form 10-K for the year ended
            March 31, 2003 (the "Form 10-K for 2003");

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

      (5)   Quarterly Report to security holders on Form 10-Q for the quarter
            ended June 30, 2004 ("June 30, 2004 10-Q")

<PAGE>

                              SITI-SITES.COM, INC.
                                    FORM 10-Q
                                  JUNE 30, 2005

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

Statement of Net Assets in Liquidation at June 30, 2005 (Unaudited) and March 31, 2005 ...............       1

Statement of Changes in Net Assets (Liabilities) in Liquidation (Unaudited) for the Three Months Ended
June 30, 2005 and June 30, 2004 ......................................................................       2

Notes to Condensed Financial Statements (Unaudited) ..................................................       3

Item 2. Management's Discussion and Analysis of Financial Condition
and Status of Liquidation ............................................................................       6

Item 3. Quantitative and Qualitative Disclosures About Market Risk ...................................       8

Item 4. Controls and Procedures ......................................................................       8

PART II.  OTHER INFORMATION ..........................................................................       9

Item 1. Legal Proceedings ............................................................................       9

Item 2. Changes in Securities ........................................................................       9

Item 6. Exhibits and Reports on Form 8-K .............................................................      10
</TABLE>

<PAGE>

PART I. FINANCIAL INFORMATION

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

                                                June 30, 2005        March 31,
                                                 (Unaudited)           2005
--------------------------------------------------------------------------------
Assets
Current assets:
  Cash and cash equivalents                         $  9               $27
  Receivables and other assets                        --                --
                                                    ----               ---
         Total current assets                          9                27
                                                    ----               ---
                                                                       ---

         Total assets                               $  9               $27
                                                    ----               ---

Liabilities
Current Liabilities
  Accounts payable and accrued liabilities          $ 50               $--
  Accounts payable and accrued liabilities            34                19
                                                    ----               ---
         Total current liabilities                    84                19
                                                    ----               ---

         Total liabilities                            84                19
                                                    ----               ---

Commitments and contingencies                         --                --

                                                    ----               ---
Net Assets (Liabilities) in Liquidation             $(75)              $ 8
                                                    ====               ===

See accompanying notes to consolidated financial statements.


                                       1
<PAGE>

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

<TABLE>
<CAPTION>
                                                                 June 30,        June 30,
                                                                   2005            2004
Three months ended                                             (Unaudited)     (Unaudited)
(Amounts in thousands)                                         ---------------------------
<S>                                                               <C>             <C>
Net assets in liquidation beginning of period                     $   8           $ 29
Additions to net assets in liquidation:
     Collection of claim                                             --             30
     Issuance of common stock                                       175              3
     Contribution of management's services and rent                  38             38
Reductions to net assets in liquidation:
     Operating expenses and accrual of estimated costs             (296)           (50)
                                                                  --------------------
Net assets (liabilities) in liquidation at end of period          $ (75)          $ 50
                                                                  ====================
</TABLE>

See accompanying notes to consolidated financial statements.


                                       2
<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 their
inception in 1999. As a result, the Company commenced procedures to prepare to
liquidate its assets effective January 1, 2002.

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

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

            The Company continues to seek merger or sale possibilities with
operating businesses who perceive value in a merger with the Company as a
publicly traded corporate shell with approximately 5,400 shareholders. Several
such transactions have been discussed in 2002 - 2004, but none of them have gone
to completion. The format the Company now plans to use is to form a subsidiary,
"reverse merge" a suitable candidate into such subsidiary and then distribute
the Company's shares retained therein (ranging from 15% to 5%, depending on the
business involved) to all of the Company's shareholders under a full S-1
Registration Statement filed with the SEC. The candidates so far have not had
the capital base, or lacked other factors justifying this type of transaction.
But the format enables the Company to handle such transactions more than once,
if their business merit justifies "going public" in this manner.

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

            The following is a list of the participants:

            Name                        Shares Purchased     Amount

            Lawrence M. Powers          1,300,000            $65,000
            Robert Ingenito               550,000            $27,500
            John DiNozzi                  550,000            $27,500
            John Iannitto                 550,000            $27,500
            Steven Gross                  550,000            $27,500

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


                                       3
<PAGE>

      The Company's Chairman/CEO Powers, who is also General Counsel to the
Company, has been active in the lengthy investigation in the suit. He will
continue to spend substantial time working closely with litigation counsel as
this matter continues, without charging any current cash fees for his own time
and commitment. At the conclusion of the matter, he will review the results
achieved with the Company's other major investors and the board of directors,
and make reasonable charges for his legal services.

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

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

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

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

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

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

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

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

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

            (b) CHANGE TO LIQUIDATION BASIS OF ACCOUNTING

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


                                       4
<PAGE>

            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) USE OF ESTIMATES

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

      (e) CASH AND CASH EQUIVALENTS

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

2. LITIGATION

            The Company filed a civil suit in the United States District Court
for the Southern District of New York on November 12, 2003, withdrawn in April,
2004 and re-filed in New York State Supreme Court in New York County, Commercial
Division. The Company's Complaint alleges that its patent attorneys and
departing patent licensing executives, in late 1998 and thereafter, purchased
its valuable patents on cell-phone technology for $24,000 by concealing their
nature and value. The defendants have realized at least $10 million in gross
proceeds therefrom, to date.

      The Company's claims arise from a period when it was previously named
Spectrum Information Technologies, Inc. The claims all stem from the alleged
breach of fiduciary duties by the defendants. The claims were under
investigation by the Company under counsel's supervision, in the second half of
2003. The Company is seeking damages in excess of $10 million, a court-ordered
trust on future proceeds from its former patents and return of the patents.
Depositions and document discovery have been completed and the case was noticed
for trial, expected late in 2005 or early 2006. A summary judgement motion by
defendants for dismissal is now pending. Gross proceeds to defendants currently
appear to be in excess of $18 million, and several expert reports have been
exchanged among the parties. Major investors of the Company have been financing
this litigation based upon their belief that a positive outcome for the Company
is possible at eventual trial of the case.

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


                                       5
<PAGE>

            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.

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

3. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

            Accounts payable and accrued liabilities were comprised of the
following:

                                                   June 30,  March 31,
                                                     2005      2005
                                                   -------------------
                                                 (Amounts in thousands)

                  Accrued professional fees          $22       $14
                  Accounts payable and accrued
                       Expenses                       12         5
                                                     ---       ---
                                                     $34       $19
                                                     ===       ===

4. SUBSEQUENT EVENT

            Chairman/CEO Powers continues to advance the Company funding for its
legal costs. In addition to the $50,000 advanced to the Company in June, 2005,
an additional $40,000 was advanced to the Company during the months of July and
August 2005.

            On August 4, 2005, in connection with her services as a Director,
Ms. Tantillo purchased 100,000 shares of SITI common stock at $.05 per share. An
initial payment of $3,000 was made with the agreement and the balance is payable
over 90 days. The shares purchased by Ms. Tantillo were not registered under the
Securities Act of 1933, were purchased for investment and are not readily
marketable, which factors generally result in discounts in purchase value.
However, no discounts were taken and, at the time of the investment, the stock
was trading at approximately $.03 per share for seven days preceding this
transaction.

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, 2005. 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


                                       6
<PAGE>

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, which thereafter went into a bankruptcy liquidation.
Such investment was written off at March 31, 2000 because of uncertainties in
EZCD's financing plans and ability to continue operations.

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

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

LIQUIDITY AND CAPITAL RESOURCES

      The Company's primary objective is to conserve its cash while it is
seeking merger or sale possibilities. As of June 30, 2005, the Company had net
liabilities of approximately $75,000. As of June 30, 2004 the Company had net
assets of approximately $50,000.

      As of June 30, 2005, the Company's total assets were $9,000, represented
completely by cash. During the three months ended June 30, 2005, the Company
paid approximately $296,000 in operating expenses consisting primarily of legal
costs of approximately $245,000 associated with the Company's current
litigation. (See "Litigation"). Also included in the current fiscal year's
operating expenses is a charge of approximately $38,000 represent management's
contribution of rent and salaries for the period. The remaining operating
expenses of approximately $23,000 represents salaries to one employee of
approximately $5,000, stock transfer agent fees of $6,000 and $2,000 of
miscellaneous operating and office expenses for the quarter ended June 30, 2005.

      As of June 30, 2004 the Company's total assets were $50,000, represented
primarily by cash and a receivable of $3,000 from the Company's Chief Financial
officer as part of a payment plan for the purchase of stock. During the three
months ended June 30, 2004, the Company paid approximately $50,000 in operating
expenses consisting primarily of its stock transfer agent fees and salary to one
employee of approximately $6,000 and $3,000, respectively, as well as
management's contribution of their services of approximately $30,000.

      As of June 30, 2005, the company recorded a liability of $50,000 as a loan
from its Chairman. This loan is in anticipation of equity financing planned
during the second fiscal quarter. As of June 30, 2004, the Company's had no
liabilities. Management, primarily the Chairman/CEO, continues to work without
any cash compensation. Management


                                       7
<PAGE>

further continues to use personal offices to continue its plan. As a result, of
this contribution, the Company charged-off approximately $38,000 to compensation
and rent for the three months ended June 30, 2005 and 2004.

LIQUIDATION BASIS OF ACCOUNTING

      The condensed consolidated financial statements for the three months ended
June 30, 2004 and 2005 were prepared on the liquidation basis of accounting.
Under the liquidation basis of accounting, assets are stated at their estimated
net realizable values and liabilities are stated at their estimated settlement
amounts, which estimates will be periodically reviewed and adjusted. Since the
Company is in liquidation without continuing operations, the need to present
quarterly Statements of Operations and Comprehensive Loss as well as a Statement
of Cash Flows is eliminated.

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

RISK FACTORS

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

STATUS OF LIQUIDATION

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4. CONTROLS AND PROCEDURES

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

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


                                       8
<PAGE>

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

            The Company filed a civil suit in the United States District Court
for the Southern District of New York on November 12, 2003, withdrawn in April,
2004 and re-filed in New York State Supreme Court in New York County, Commercial
Division. The Company's Complaint alleges that its patent attorneys and
departing patent licensing executives, in late 1998 and thereafter, purchased
its valuable patents on cell-phone technology for $24,000 by concealing their
nature and value. The defendants have realized at least $10 million in gross
proceeds therefrom, to date.

            The Company's claims arise from a period when it was previously
named Spectrum Information Technologies, Inc. The claims all stem from the
alleged breach of fiduciary duties by the defendants. The claims were under
investigation by the Company under counsel's supervision, in the second half of
2003. The Company is seeking damages in excess of $10 million, a court-ordered
trust on future proceeds from its former patents and return of the patents.
Depositions and document discovery have been completed and the case was noticed
for trial, expected late in 2005 or early 2006. A summary judgement motion by
defendants for dismissal is now pending. Gross proceeds to defendants currently
appear to be in excess of $18 million, and several expert reports have been
exchanged among the parties. Major investors of the Company have been financing
this litigation based upon their belief that a positive outcome for the Company
is possible at eventual trial of the case.

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

            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.

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

ITEM 2. CHANGES IN SECURITIES

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

            The following is a list of the participants:

            Name                            Shares Purchased      Amount

            Lawrence M. Powers              1,300,000             $65,000
            Robert Ingenito                   550,000             $27,500
            John DiNozzi                      550,000             $27,500
            John Iannitto                     550,000             $27,500
            Steven Gross                      550,000             $27,500


                                       9
<PAGE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

      A.    Exhibits

            Exhibit 31 Certification Pursuant to Section 302 of the
            Sarbanes-Oxley Act of 2002

            Exhibit 32 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, 2005.


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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 22, 2005

                                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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