UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB
 (Mark One)

        [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2000

      [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

       For the transition period from ________________ to _______________

                                    000-27763
                            (Commission file number)

                              SITESTAR CORPORATION
                              --------------------
        (Exact name of small business issuer as specified in its charter)

                  Nevada                              88-0397234
     ---------------------------------           --------------------
       (State or other jurisdiction                 (IRS Employer
     of incorporation or organization)            Identification No.)

              16133 VENTURA BOULEVARD, SUITE 635, ENCINO, CA 91436
                    (Address of principal executive offices)

                                 (818) 981-4519
                           (Issuer's telephone number)


              (Former name, former address and former fiscal year,
                          if changed since last report)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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 [ ]


               APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity. As of May 15, 2000 - 24,159,826 shares of Common Stock

Transitional Small Business Disclosure Format (check one):
                        Yes   [ ]   No [X]


<PAGE>


                       SITESTAR CORPORATION
                               Index

                                                                        Page
                                                                       Number

PART I.   FINANCIAL INFORMATION

     Item 1.   Financial Statements

       Condensed Consolidated Balance Sheet as of March 31, 2000         2-3

       Condensed Consolidated Statements of Operations for
       the three months ended March 31, 2000 and 1999                    4

       Condensed  Consolidated  Statements  of Cash  Flows for
       the three  months ended March 31, 2000 and 1999                   5

       Notes to Condensed Consolidated Financial Statements              6-7

     Item 2.  Management's Discussion and Analysis of Financial
              Condition and Results of Operations                        8-13

Part II.  OTHER INFORMATION

     Item 1.  Legal Proceedings                                          14

     Item 2.  Change in Securities and Use of Proceeds                   14

     Item 3.  Defaults Upon Senior Securities                            14

     Item 4.  Submission of Matters to a Vote of Security Holders        14

     Item 5.  Other Information                                          14

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

SIGNATURES                                                               15

Part III. EXHIBITS

                                       1

<PAGE>

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

                      SITESTAR CORPORATION AND SUBSIDIARIES
                    (FORMERLY INTERFOODS CONSOLIDATED, INC.)
                           CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 2000


                                     ASSETS

CURRENT ASSETS
   Cash and cash equivalents                             $    30,825
   Accounts receivable, less allowance for
     doubtful accounts of $127,000                           160,168
  Other current assets                                        70,000
                                                         -----------

     Total current assets                                    260,993

PROPERTY AND EQUIPMENT, net                                  426,956
ASSETS OF BUSINESS TRANSFERRED
   UNDER CONTRACTUAL ARRANGEMENTS
   (NOTE RECEIVABLE)                                         476,388
CUSTOMER LIST, net                                         2,367,084
EXCESS OF COST OVER FAIR VALUE OF
   NET ASSETS ACQUIRED, net                                2,638,850
INVESTMENTS                                                  160,000
OTHER ASSETS                                                  27,190
                                                         -----------

TOTAL ASSETS                                             $ 6,357,461
                                                         ===========



       See the accompanying notes to the consolidated financial statements

                                        2

<PAGE>

                      SITESTAR CORPORATION AND SUBSIDIARIES
                    (FORMERLY INTERFOODS CONSOLIDATED, INC.)
                      CONSOLIDATED BALANCE SHEET, Continued
                                 MARCH 31, 2000

                      LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES
   Accounts payable                                      $   238,406
   Accrued expenses                                          138,073
   Deferred revenue                                          164,516
   Due to stockholders                                       287,036
   Note payable - stockholders, current portion              243,622
   Notes payable, current portion                             68,089
   Capital lease obligations, current portion                 45,990
                                                         -----------

     Total current liabilities                             1,185,732

LIABILITIES OF BUSINESS TRANSFERRED UNDER
  CONTRACTUAL ARRANGEMENTS                                   859,920
NOTES PAYABLE - STOCKHOLDERS, less current portion            63,766
NOTES PAYABLE, less current portion                          467,922
CAPITAL LEASE OBLIGATIONS, less current portion               42,427
                                                         -----------

TOTAL LIABILITIES                                          2,619,767
                                                         -----------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
  Preferred Stock, $.001 par value, 10,000,000
    shares authorized, 0 shares issued and outstanding            -
  Common Stock, $.001 par value, 75,000,000
   shares authorized, 24,159,826 shares issued
   and outstanding                                            24,160
  Additional paid-in capital                               8,347,174
  Note receivable - stockholder                              (69,017)
  Accumulated deficit                                     (4,564,623)
                                                         -----------

     Total stockholders' equity                            3,737,694
                                                         -----------
TOTAL LIABILITIES AND
   STOCKHOLDERS' EQUITY                                  $ 6,357,461
                                                         ===========
       See the accompanying notes to the consolidated financial statements
                                       3

<PAGE>



                      SITESTAR CORPORATION AND SUBSIDIARIES
                    (FORMERLY INTERFOODS CONSOLIDATED, INC.)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999

                                                  2000          1999
                                             ------------    ----------

REVENUE                                      $    429,604    $       -

COST OF REVENUE                                   239,666             -
                                             ------------    ----------

GROSS PROFIT                                      189,938             -

SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES                          673,823        44,941

LOSS FROM OPERATIONS OF BUSINESS
 TRANSFERRED UNDER CONTRACTUAL
 OBLIGATIONS                                       42,233        33,395
                                             ------------    ----------

LOSS FROM OPERATIONS                             (526,118)      (78,336)

OTHER INCOME (EXPENSES)
  Gain on sale of assets                           49,316             -
  Interest expense                                (37,569)            -
                                             -------------   ----------

LOSS BEFORE INCOME TAXES                         (514,371)      (78,336)

 INCOME TAXES                                           -             -
                                             ------------    ----------

NET LOSS                                     $   (514,371)   $  (78,336)
                                             ============    ==========

BASIC AND DILUTED LOSS PER SHARE             $      (0.02)   $    (0.00)
                                             ============    ==========

WEIGHTED AVERAGE SHARES
     OUTSTANDING - BASIC AND DILUTED           24,159,826    23,382,389
                                             ============    ==========

       See the accompanying notes to the consolidated financial statements
                                       4

<PAGE>

                      SITESTAR CORPORATION AND SUBSIDIARIES
                    (FORMERLY INTERFOODS CONSOLIDATED, INC.)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999

                                                          2000          1999
                                                      -----------    -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                             $(514,371)     $ (78,336)
  Adjustments to reconcile net loss
  to net cash used in operating activities:
  Depreciation and amortization expense                  382,104              -
  Gain on the sale of assets                             (49,316)             -
  Loss from operations of business transferred
   under  contractual arrangements                        42,233         33,395
  (Increase) decrease in:
   Accounts receivable                                   (25,894)             -
   Other assets                                           (9,522)             -
  Increase (decrease) in:
   Accounts payable and accrued expenses                  82,238         37,119
   Deferred revenue                                        5,557              -
   Advances from stockholder                              59,427         (2,980)
                                                      -----------    -----------
Net cash used in operating activities                    (27,544)       (10,802)
                                                      -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment                      (8,739)        (2,200)
   Proceeds from sale of assets                           34,703              -
                                                      -----------    -----------
Net cash provided by (used in) investing
 activities                                               25,964         (2,200)
                                                      -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Increase in book overdraft                                   -         13,002
  Repayment of notes payable                              (4,581)             -
  Payment on capital lease obligation                     (8,342)             -
                                                      -----------    -----------
Net cash provided by (used in) financing
 activities                                              (12,923)        13,002
                                                      -----------    -----------
NET (DECREASE) INCREASE  IN CASH
   AND CASH EQUIVALENTS                                  (14,503)             -

CASH AND CASH EQUIVALENTS -
   BEGINNING OF PERIOD                                    45,328              -
                                                      -----------    -----------
CASH AND CASH EQUIVALENTS -
   END OF PERIOD                                      $   30,825     $        -
                                                      ==========     ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

During the three  months  ended  March 31, 2000 and 1999,  the  Company  paid no
income taxes and interest of approximately $38,000 and $0, respectively.

       See the accompanying notes to the consolidated financial statements
                                       5

<PAGE>

                              SITESTAR CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION

The unaudited Condensed  Consolidated Financial Statements have been prepared by
Sitestar  Corporation  (the "Company" or "Sitestar"),  pursuant to the rules and
regulations of the Securities and Exchange Commission. The information furnished
herein reflects all  adjustments  (consisting of normal  recurring  accruals and
adjustments)  which are,  in the  opinion  of  management,  necessary  to fairly
present the operating results for the respective  periods.  Certain  information
and  footnote  disclosures  normally  present in annual  consolidated  financial
statements prepared in accordance with generally accepted accounting  principles
have been  omitted  pursuant to such rules and  regulations.  The results of the
three months ended March 31, 2000 are not necessarily  indicative of the results
to be expected for the full year ending December 31, 2000.


NOTE 2 - EARNINGS PER SHARE

In 1997, the Financial  Accounting  Standard Board ("FASB") issued  Statement of
Financial  Accounting Standards ("SFAS") No. 128, "Earnings per Share." SFAS No.
128 replaced the  previously  reported  primary and fully  diluted  earnings per
share with basic and diluted  earnings per share.  Unlike  primary  earnings per
share,  basic  earnings  per share  excludes  any  dilutive  effects of options,
warrants, and convertible securities. Diluted earnings per share is very similar
to the previously  reported fully diluted earnings per share. Basic earnings per
share is computed using the weighted-average number of common shares outstanding
during the period. Common equivalent shares are excluded from the computation if
their effect is anti-dilutive. There are no common stock equivalents.


NOTE 3 - SALE OF ASSETS

On  September  30,  1999,  the  Company  sold all of the  assets  related to the
Company's  international  food  distribution  business,  also  known as  Holland
American International  Specialties ("HAIS"). The assets represent approximately
99% of the Company's  assets as of December 31, 1998. The acquirer of the assets
is a partnership with the partners being a group of stockholders of the Company.
Given that the sale was not an  arms-length  transaction,  the  Company  had the
business valued by an independent appraiser to determine the fair value purchase
price. The sales price was $900,000, which is to be paid as follows: 1) $200,000
is to be  offset  against  the  Company's  liability  to the a  stockholder,  2)
$654,000  for the buyer's  assumption  of all trade,  short-term  and  long-term
liabilities,  and 3) the remaining  $46,000 in the form of a note payable to the
Company in three annual installments of $15,333 each plus accrued interest at 8%
per annum. The Company has accounted for this sale by deferring the gain on sale
until such time as the $46,000 note  receivable  is collected and by leaving the
assets and liabilities of HAIS on the Company's balance sheet under the captions
"Assets  of  business   transferred   under  contractual   arrangements   (notes
receivable)"  and  "Liabilities  of  business   transferred   under  contractual
arrangements,"  respectively  since the risk of loss has not been transferred to
the new owners as the  Company is still the debtor for  certain  obligations  of
HAIS. The historical  operations of HAIS have been presented in the statement of
operations under the caption "Loss from operations of business transferred under
contractual arrangements." To the extent that the

                                       6
<PAGE>

                              SITESTAR CORPORATION
         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, continued

NOTE 3 - SALE OF ASSETS, continued

operations  of HAIS report a net loss in periods after  September 30, 1999,  the
Company will record such losses in the statement of operations under the caption
"Loss from operations of business  transferred under contractual  arrangements."
The Company  will  continue to account for the sale of HAIS in this manner until
such time that the  liabilities  of HAIS have been  refinanced  an are no longer
contingent  obligations of the Company or the Company is properly capitalized by
the new  owners.  The new  owners  of HAIS  are  currently  in  negotiations  to
refinance  HAIS'  existing  obligations.  The Company has been informed that the
refinancing  should be finalized  sometime  during the second quarter of 2000 at
which time the Company will  recognize the gain on sale of HAIS and  discontinue
consolidating its operations with the Company's.

In January 2000, the Company sold certain  assets and  liabilities of its wholly
owned subsidiary,  Sitestar,  Inc. for $34,703 in cash plus a note receivable in
the amount of $10,000.  The Company  recognized a gain on sale of these  certain
assets  of  $49,316.   The  Company   retained  the  "Sitestar"   trademark  and
"Sitestar.com" URL.



                                       7

<PAGE>


Item 2.      Management's     Discussion and Analysis of Financial Condition
             and Results of Operations

General
-------
      The following  discussion and analysis should be read in conjunction  with
the Company's  consolidated  financial  statements and related footnotes for the
year ended  December 31, 1999 included in its Annual Report on Form 10-KSB.  The
discussion  of results,  causes and trends  should not be construed to imply any
conclusion that such results or trends will necessarily continue in the future.

Overview
--------
    We changed our  corporate  focus from that of a food  holding  company to an
Internet  holding company with the  acquisition of Sitestar,  Inc. in July 1999.
Soon after  concluding this  acquisition,  we started  focusing on acquiring and
investing in Internet-based enterprises.  Our mission is to develop our Internet
operating subsidiaries and future investments in other Internet enterprises into
highly  focused and successful  stand-alone  Internet  businesses.  We intend to
achieve a fast-track  development  process by tapping the services,  support and
knowledge of individuals  and  organizations  that have extensive  experience in
developing Internet concepts and technologies.

    In July 1999,  we began to implement  our current  strategy of acquiring and
investing in emerging  Internet based  enterprises to create a broad and diverse
set of core Internet businesses which deliver a variety of online solutions.  In
addition to developing and integrating Internet-based technologies,  our primary
objective   is  to   create  a  mix  of   Internet   operating   companies   and
Internet-related  portfolio  investments that will enhance the value of its core
holdings.

    Our Internet  services  subsidiary began providing  Internet services to its
customers  in 1996 by  providing  Internet  access  and  enhanced  products  and
services to small and medium sized  enterprises in selected high growth markets.
We target  primarily  small and medium  sized  enterprise  customers  located in
selected high growth secondary markets.  We currently provide our customers with
Internet access and enhanced  products and services in the mid-Atlantic  area of
the United States. We have designed our comprehensive suite of enhanced products
and services to meet the  expanding  needs of our  customers and to increase our
revenue per customer. The products and services we provide include:

o     Internet access services;
o     Web design services;
o     Web hosting services;
o     End to end e-commerce solutions;
o     Online marketing consulting; and
o     Management of mission critical Internet applications.


                                       8
<PAGE>

Results of Operation

    On  September  30, 1999,  the Company sold all of the assets  related to the
Company's  international  food  distribution  business,  also  known as  Holland
American International  Specialties ("HAIS"). The assets represent approximately
99% of the Company's  assets as of December 31, 1998. The acquirer of the assets
is a partnership with the partners being a group of stockholders of the Company.
Given that the sale was not an  arms-length  transaction,  the  Company  had the
business valued by an independent appraiser to determine the fair value purchase
price. The sales price was $900,000, which is to be paid as follows: 1) $200,000
is to be  offset  against  the  Company's  liability  to the a  stockholder,  2)
$654,000  for the buyer's  assumption  of all trade,  short-term  and  long-term
liabilities,  and 3) the remaining  $46,000 in the form of a note payable to the
Company in three annual installments of $15,333 each plus accrued interest at 8%
per annum. The Company has accounted for this sale by deferring the gain on sale
until such time as the $46,000 note  receivable  is collected and by leaving the
assets and liabilities of HAIS on the Company's balance sheet under the captions
"Assets  of  business   transferred   under  contractual   arrangements   (notes
receivable)"  and  "Liabilities  of  business   transferred   under  contractual
arrangements,"  respectively  since the risk of loss has not been transferred to
the new owners as the  Company is still the debtor for  certain  obligations  of
HAIS. The historical  operations of HAIS have been presented in the statement of
operations under the caption "Loss from operations of business transferred under
contractual  arrangements."  To the extent that the  operations of HAIS report a
net loss in periods  after  September  30,  1999,  the Company  will record such
losses in the statement of operations under the caption "Loss from operations of
business transferred under contractual  arrangements." The Company will continue
to  account  for the  sale of HAIS in this  manner  until  such  time  that  the
liabilities of HAIS have been refinanced an are no longer contingent obligations
of the Company or the Company is properly capitalized by the new owners. The new
owners  of HAIS are  currently  in  negotiations  to  refinance  HAIS'  existing
obligations.  The  Company  has been  informed  that the  refinancing  should be
finalized  sometime  during the second quarter of 2000 at which time the Company
will  recognize  the  gain on sale of HAIS  and  discontinue  consolidating  its
operations with the Company's.

    On December  15, 1999,  we completed  the  acquisition  of another  Internet
Company,  Neocom  Microspecialists,   Inc.  ("Neocom").   With  the  two  recent
acquisitions of Internet companies,  the intangible assets purchased as a result
of these  acquisitions  represent  approximately  77% of our  total  assets  and
approximately 115% of our stockholders' equity.  Further,  amortization of these
intangible  assets will be the largest  single  expense item in our statement of
operations  and  will be  approximately  $1.4  million  in 2000.  This  material
concentration  of  intangible  assets  increases  the risk of a large  charge to
earnings  in the event that the  recoverability  of these  intangible  assets is
impaired.  If we are unable to recover the costs of these intangible assets, our
financial performance may be negatively impacted in the coming periods through a
write down or write off of these intangible assets. In addition,  the intangible
assets could increase,  thus increasing the yearly  amortization,  if any of the
2,000,000   contingent   shares  are  issued  in  connection   with  the  Neocom
acquisition.


                                       9
<PAGE>

    In January  2000,  the Company sold certain  assets and  liabilities  of its
wholly  owned  subsidiary,  Sitestar,  Inc.  for  $34,703  in  cash  plus a note
receivable  in the amount of $10,000.  The Company  recognized a gain on sale of
these certain assets of $49,316.  The Company retained the "Sitestar"  trademark
and "Sitestar.com" URL.

    Prior to our change in corporate  focus from that of a food holding  company
to that of an Internet  holding  company,  we generated all of our revenues from
sales of specialty food products. We have historically derived a majority of our
revenues from small independent specialty food retail customers.  From inception
until July 1999, we generated  revenues  exclusively  from  wholesale and retail
sales of our food  products.  We derived  income from our  wholesale  and retail
sales  from the  excess  of the  wholesale  and  retail  prices we  charged  our
customers  over the  product  costs we paid our  suppliers.  We had a  wholesale
program  in  which  we sold  bulk  quantities  of  specialty  food  products  to
registered retailers at wholesale prices. In this program, we purchased products
from suppliers at a distributor's  discounted  price and derived income from the
difference  between this  discounted  price and the wholesale  price we charged.
Additionally,  our retail customers paid for orders by cash or credit card while
we paid our suppliers on extended terms.  As a result,  we were able to increase
our working capital between the time we received payment for orders and the time
we were required to pay suppliers.

    As a result of our change in corporate  focus from a food holding company to
an  Internet  holding  company,  we now have two other  sources of  income.  Our
e-commerce operating subsidiaries now derive our income from commissions. We are
agents  of our  fulfillment  centers  and  merely  generate  our  revenues  from
commissions per transaction,  which represent the gross selling price charged to
our customers less the amount we pay to the  fulfillment  center.  Our customers
pay us directly  and we remit the cost of the goods to our  fulfillment  centers
less our agreed upon commission  amount.  As a result of this  arrangement,  the
extent of our financial  agreement with our fulfillment centers are relegated to
the periodic  transfer and remittance of our product costs. We do not take title
to the goods sold on our e-commerce sites,  which eliminates any inventory risks
on our part. We forward all orders  directly to our fulfillment  centers,  which
eliminates the need to take possession of the goods and merchandise  sold on our
e-commerce  sites.  Our fulfillment  centers ship the purchased good directly to
our  customers on our behalf.  The shipping and handling  costs related to every
transaction  are added to the total cost of the goods  sold which the  customers
have to bear.

    Our Internet service  provider  operating  subsidiaries  derive their income
from the excess of the Internet  service prices we charge our customers over the
cost of service we pay our suppliers. Additionally, our retail customers pay for
services by cash or credit card while we pay our suppliers on extended terms. As
a result,  we are able to  increase  our  working  capital  between  the time we
receive payment for services and the time we are required to pay suppliers.


                                       10
<PAGE>

    We are operating  under an oral agreement with our  fulfillment  centers and
have no long-term obligations to continue the relationship with them if we deem,
solely  at our own  discretion,  that it is no longer  in our best  interest  to
continue the current  arrangements.  However,  we intend to  formalize  official
written fulfillment agreements with them as soon as practicable.

    Net revenues for our e-commerce  subsidiaries  consist of commissions earned
per  transaction  upon  shipment of products and  acceptance  of products by our
customers net of any allowance for future returns.

    We have a limited  operating  history on which to base an  evaluation of our
business and  prospects.  You must consider our prospects in light of the risks,
expenses and  difficulties  frequently  encountered  by companies in their early
stage of development, particularly companies in new and rapidly evolving markets
such as online  commerce.  To address  these  risks,  we must obtain  sufficient
operating capital,  maintain and expand our customer base,  continue to increase
our product  offerings,  successfully  implement  our  business,  marketing  and
promotional  strategies,  continue to develop our order  processing  technology,
respond to competitive  developments in the specialty food market,  and attract,
retain and motivate  qualified  personnel.  We cannot assure you that we will be
successful  in  addressing  these risks and our failure  could be harmful to our
business, prospects, financial condition and results of operations.

Food Distribution Operations

    Our food  distribution  operations  represented our specialty  gourmet foods
business which we divested effective September 30, 1999. The net revenues of our
food distribution  operations were $332,512 for the three months ended March 31,
2000. Specialty food sales were inherently seasonal, with highest volumes during
the fourth  quarter  holiday  season.  Additionally,  the  business  had a large
gift-giving component.


Internet Operations

    Our Internet  operations  are  represented by our current  Internet  service
provider and  e-commerce  operating  subsidiaries.  Due to our change in primary
corporate  focus,  these will be the industry  segments in which we are going to
focus.  Our costs would  include  expenses  associated  with running an Internet
holding  company.  These expenses are mainly  related to the  maintenance of the
corporate  office,  payroll,  legal,  accounting,  public  relations  and  other
administrative expenses.


                                       11
<PAGE>

     REVENUES.  Net  revenues  for our Internet  service  provider  subsidiaries
consist of service sales to customers.  Revenues are recognized upon delivery of
service.  Net revenues for our  e-commerce  subsidiaries  consist of commissions
earned per  transaction  upon shipment of products and acceptance of products by
our customers net of any  allowance  for future  returns.  Revenue for the three
months ended March 31, 2000 was $429,604,  of which all was related to providing
internet and development  services to customers.  As a result of our acquisition
strategy  and  our  recent   acquisitions  of  Internet  service  providers  and
e-commerce  companies,  we expect to  experience  strong  revenue  growth in the
coming years.

    COST OF REVENUES.  Cost of revenues  consists  primarily of the costs of
products  and  services  sold to  customers  and actual  outbound  shipping  and
handling costs. Cost of revenues for the three months ended March 31, 2000 was
$239,666. As a result of our acquisition strategy and our recent acquisitions of
Internet  service  providers  and  e-commerce  companies,  we  expect  to have a
substantial increase in our cost of revenues as our revenues increase.

    SELLING,  GENERAL AND  ADMINISTRATIVE.  Sales and marketing expenses consist
primarily of advertising  and promotional  expenditures  and payroll and related
expenses  for  personnel  engaged in sales and  marketing  activities.  Selling,
general and  administrative  expenses  were  $673,823 for the three months ended
March 31, 2000.  This  represents  an increase of $628,882  from the general and
administrative  expense incurred for the three months ended March 31, 2000. This
increase is primarily attributable to the increase in general and administrative
personnel  and an  increase  in  corporate  expenses as a result of our shift in
corporate focus.


Liquidity and capital resources

    Our  business  plan has  required,  and is  expected to continue to require,
substantial capital to fund operations,  capital expenditures,  and expansion of
sales and marketing capabilities and acquisitions.

    To  date,  we have  financed  our  operation  primarily  through  short-term
borrowings and internally generated cash flow form our operations.

    We  believe  that the net cash  position  with the  acquisition  of  Neocom,
together with our existing cash and cash equivalents, will be sufficient to meet
our working capital and capital expenditure requirements for at least the next 6
months.  However,  are currently  negotiating  with a financial  institution  to
provide additional  capital. If additional funds are raised through the issuance
of equity  securities,  our existing  shareholders  may  experience  significant
dilution. Furthermore, additional financing may not be available when needed or,
if available,  such financing may not be on terms favorable to our  shareholders
or us. If such sources of financing are  insufficient or  unavailable,  or if we
experience  shortfalls  in  anticipated  revenue  or  increases  in  anticipated
expenses,  we may need to slow  down or stop  the  expansion  of our  e-commerce
business,  including our ISPs and reduce our marketing and development  efforts.
Any of these events could harm our business,  financial  condition or results of
operations.


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<PAGE>

Impact of Year 2000

The Company  instituted a comprehensive  program to address  potential Year 2000
impacts and as a result,  critical systems and infrastructure  operated smoothly
through the  arrival of Year 2000 and leap year  boundaries.  Additionally,  the
Company  experienced  no Year  2000  related  disruptions  in the  products  and
services  provided by its significant  suppliers or other  third-party  business
relationships.  Many of the  improvements  made in preparation for the Year 2000
are expected to provide the Company with long-term benefits.

Forward looking statements

This report contains certain  forward-looking  statements  within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities Exchange Act of 1934, as amended. Stockholders are cautioned that all
forward-looking  statements  involve risks and  uncertainty,  including  without
limitation,  the ability of us to install new kiosks, general market conditions,
and competition and pricing.  Although we believe the assumptions underlying the
forward-looking   statements  contained  herein  are  reasonable,   any  of  the
assumptions could be inaccurate,  and therefore,  there can be no assurance that
the  forward-looking  statements  contained  in  the  report  will  prove  to be
accurate.


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<PAGE>


Part II.    OTHER INFORMATION

Item 1. Legal Proceedings

None


Item 2. Change in Securities and Use of Proceeds

None


Item 3. Defaults Upon Senior Securities

None


Item 4. Submission of Matters to a Vote of Security Holders

Not applicable


Item 5. Other Information

Not applicable

Item 6. Exhibits and Reports on Form 8-K

     (a)   Exhibits

     27.1 - Financial Data Schedule

     (b)   Reports on Form 8-K

     None



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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 thereunto duly authorized.

                              SITESTAR CORPORATION



                            By: /s/ Frederick T. Manlunas
                               --------------------------
                               Frederick T. Manlunas
                               Chairman of the Board


Date:  May 15, 2000





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