UNITED STATES

**SECURITIES AND EXCHANGECOMMISSION**

**Washington, D.C. 20549**

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**FORM 10-Q/A**

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

 

**For the quarterly periodended March 31, 2015**

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

For the transition period from	to  	

 

**000-27763**

(Commission file number)

 

**SITESTAR CORPORATION**

(Exact name of smallbusiness issuer as specified in its charter)

 

 

 

**7109 Timberlake Road,Lynchburg, VA 24502**

(Address of principalexecutive offices)

 

**(434) 239-4272**

(Issuer's telephone number)

 

N/A

(Former name, formeraddress 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 of 1934 during the past 12 months (or forsuch shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirementsfor the past 90 days. Yes [X] No [ ]

 

Indicate by check mark whetherthe registrant is a large accelerated filer, an accelerated filer, a non- accelerated filer, or a smaller reporting company. Seethe definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company”in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer [] Accelerated Filer [ ] Non-Accelerated Filer (Do not check if a smaller reporting Company) [ ] Smaller Report Company [X]

 

Indicate bycheck mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every InteractiveData File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during thepreceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X] Yes	[]	No

 

Indicate by check markwhether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

 

There were 74,085,705 shares of common stockwith a par value of $0.001 per share outstanding at May 15, 2015.

 

 

SITESTAR CORPORATION AND SUBSIDIARIES

 

**EXPLANATORY NOTE**

 

This Amendment to our QuarterlyReport on Form 10-Q for the quarter ended March 31, 2015, initially filed with the Securities and Exchange Commission on May 15,2015, is being filed  in order  to correct certain previously reported amounts.

 

The restatements reflect adjustmentsrelated to the under-accrual of legal fees for a settlement entered into on February 6, 2015. In addition, the Company has reclassifiedcertain expenses from the Internet division to the Real estate division. The results for the three-month period ended March 31,2015, have been restated with respect to this accounting for such matters where appropriate. (See Note 1 of the financial statements.)

 

Sitestar Corporation is also revising the discussionunder Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 4,Controls and Procedures in order to reflect the effects of these restatements.

 

Except with respect to these matters,the Financial Statements in this Form 10-Q/A do not reflect any events that have occurred after the 2015 Form 10-Q was originallyfiled.

 

 

SITESTARCORPORATION

 

Index

 

 

This Quarterly Report on Form 10-Q/A contains forward-looking statements within themeaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plansand strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts.Readers are cautioned that, although the Company believes that its expectations are based on  reasonable assumptions,forward-looking statements involve risks and uncertainties which may affect our actual results to be materially differentthan those expressed in our forward-looking statements. These risks and uncertainties include: the Company's businesses andprospects, including changes in economic and market conditions, acceptance of the Company’s products, maintenance ofstrategic alliances, real estate appreciation or depreciation in our target markets and the supply of single-family homesin our target markets, our ability to contain renovation, maintenance, marketing, and other operating costs for ourproperties, our ability to lease or re-lease our rental homes to qualified residents on attractive terms or at all, and otherfactors discussed elsewhere in this Form 10-Q/A. These uncertainties may cause our actual results to be materially differentthan those expressed in our forward-looking statements. We do not undertake to update our forward-looking statements.

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** PART I. FINANCIAL INFORMATION**

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**Item 1.	Financial Statements**

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**SITESTAR CORPORATION AND SUBSIDIARIES**