UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q



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



For the quarterly period ended September
30, 2012



 ̈   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(State or other jurisdiction ofincorporation or organization) | 88-0397234
(I.R.S. Employer Identification No.)
|------------------------------------------------------------------- | -----------------------------------------------



7109 Timberlake Road, Lynchburg, VA  24502

(Address of principal executive offices)



(434) 239-4272

(Issuer's telephone number)

N/A

(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 of 1934 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  ̈



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the 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 by check mark whether the
registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or
for such shorter period that the registrant was required to submit and post such files). x  Yes      ̈  No



Indicate by check mark whether the registrant
is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes  ̈ No
x



As of November 21, 2012, the issuer had 91,326,463 shares of
common stock issued and 74,085,705 outstanding











SITESTAR CORPORATION

Index



|                                                                                                      | Page Number
|----------------------------------------------------------------------------------------------------- | -----------
|PART I.  FINANCIAL INFORMATION                                                                        |            
|                                                                                                      |            
|Item 1.  Financial Statements (Unaudited)                                                             |            
|                                                                                                      |            
|Condensed Consolidated Balance Sheets as of September  30, 2012 and December 31, 2011                 | 3-4        
|                                                                                                      |            
|Condensed Consolidated Statements of Income for the  three months ended September 30, 2012 and 2011   | 5          
|                                                                                                      |            
|Condensed Consolidated Statements of Income for the  nine months ended September 30, 2012 and 2011    | 6          
|                                                                                                      |            
|Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2012 and 2011 | 7-8        
|                                                                                                      |            
|Notes to Condensed Consolidated Financial Statements                                                  | 9-16       
|                                                                                                      |            
|Item 2. Management's Discussion and Analysis                                                          | 16-24      
|                                                                                                      |            
|Item 3. Quantitative and Qualitative Disclosures About Market Risk                                    | 24         
|                                                                                                      |            
|Item 4. Controls and Procedures                                                                       | 24         
|                                                                                                      |            
|Part II.  OTHER INFORMATION                                                                           | 25         
|                                                                                                      |            
|Item 1.  Legal Proceedings                                                                            | 25         
|                                                                                                      |            
|Item 1A. Risk Factors                                                                                 | 25         
|                                                                                                      |            
|Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds                                  | 25         
|                                                                                                      |            
|Item 3.  Defaults Upon Senior Securities                                                              | 25         
|                                                                                                      |            
|Item 4.  Submission of Matters to a Vote of Security Holders                                          | 25         
|                                                                                                      |            
|Item 5.  Other Information                                                                            | 25         
|                                                                                                      |            
|Item 6.  Exhibits                                                                                     | 25         
|                                                                                                      |            
|SIGNATURES                                                                                            | 26         



2







PART I. FINANCIAL INFORMATION



Item 1.     Financial Statements



SITESTAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

SEPTEMBER 30, 2012 AND DECEMBER 31, 2011



ASSETS



|                                                                              |  | 2012        |           |  | 2011 |  
|----------------------------------------------------------------------------- |  | ----------- | --------- |  | ---- | -
|                                                                              |  | (Unaudited) |           |  |      |  
|CURRENT ASSETS                                                                |  |             |           |  |      |  
|Cash and cash equivalents                                                     |  | $           | 45,636    |  |      | $
|Accounts receivable, net of allowance of $1,916 and $2,586                    |  |             | 37,281    |  |      |  
|Prepaid expenses                                                              |  |             | 111,240   |  |      |  
|Real estate, at cost                                                          |  |             | 2,900,149 |  |      |  
|                                                                              |  |             |           |  |      |  
|Total current assets                                                          |  |             | 3,094,306 |  |      |  
|                                                                              |  |             |           |  |      |  
|PROPERTY AND EQUIPMENT, net                                                   |  |             | 155,395   |  |      |  
|CUSTOMER LIST, net of accumulated amortization of $12,308,091 and $12,286,712 |  |             | 12,582    |  |      |  
|GOODWILL, net of impairment                                                   |  |             | 1,288,559 |  |      |  
|DEFERRED TAX ASSETS                                                           |  |             | 558,690   |  |      |  
|OTHER ASSETS                                                                  |  |             | 265,660   |  |      |  
|                                                                              |  |             |           |  |      |  
|TOTAL ASSETS                                                                  |  | $           | 5,375,192 |  |      | $



See the accompanying notes to the unaudited condensed consolidated
financial statements.



3







SITESTAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS,
continued

SEPTEMBER 30, 2012 AND DECEMBER 31, 2011



LIABILITIES AND STOCKHOLDERS’ EQUITY



|                                                                                                                                                           |  | 2012        |            |   | 2011 |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------- | ---------- | - | ---- | -
|                                                                                                                                                           |  | (Unaudited) |            |   |      |  
|CURRENT LIABILITIES                                                                                                                                        |  |             |            |   |      |  
|Accounts payable                                                                                                                                           |  | $           | 45,569     |   |      | $
|Accrued income taxes                                                                                                                                       |  |             | -          |   |      |  
|Accrued expenses                                                                                                                                           |  |             | 42,511     |   |      |  
|Deferred revenue                                                                                                                                           |  |             | 411,990    |   |      |  
|Notes payable, current portion                                                                                                                             |  |             | 900,615    |   |      |  
|                                                                                                                                                           |  |             |            |   |      |  
|Total current liabilities                                                                                                                                  |  |             | 1,400,685  |   |      |  
|                                                                                                                                                           |  |             |            |   |      |  
|NOTES PAYABLE – STOCKHOLDERS, less current portion                                                                                                         |  |             | 50,273     |   |      |  
|                                                                                                                                                           |  |             |            |   |      |  
|TOTAL LIABILITIES                                                                                                                                          |  |             | 1,450,958  |   |      |  
|                                                                                                                                                           |  |             |            |   |      |  
|STOCKHOLDERS' EQUITY                                                                                                                                       |  |             |            |   |      |  
|Preferred Stock, $.001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding                                                            |  |             | -          |   |      |  
|Common stock, $.001 par value, 300,000,000 shares authorized, 91,326,463 shares issued in 2012 and 2011 and 74,085,705 shares outstanding in 2012 and 2011 |  |             | 91,326     |   |      |  
|Additional paid-in capital                                                                                                                                 |  |             | 13,880,947 |   |      |  
|Treasury stock, at cost, 17,240,758 common shares                                                                                                          |  |             | (789,518   | ) |      |  
|Accumulated deficit                                                                                                                                        |  |             | (9,258,521 | ) |      |  
|                                                                                                                                                           |  |             |            |   |      |  
|Total stockholders’ equity                                                                                                                                 |  |             | 3,924,234  |   |      |  
|                                                                                                                                                           |  |             |            |   |      |  
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                                 |  | $           | 5,375,192  |   |      | $



See the accompanying notes to the unaudited condensed consolidated
financial statements.



4







SITESTAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF
INCOME

FOR THE THREE MONTHS ENDED SEPTEMBER
30, 2012 AND 2011

(UNAUDITED)



|                                                        |  | 2012 |            |   | 2011 |  
|------------------------------------------------------- |  | ---- | ---------- | - | ---- | -
|                                                        |  |      |            |   |      |  
|REVENUE                                                 |  |      |            |   |      |  
|Internet                                                |  | $    | 666,800    |   |      | $
|Real estate                                             |  |      | 34,161     |   |      |  
|                                                        |  |      | 700,961    |   |      |  
|                                                        |  |      |            |   |      |  
|COST OF REVENUE                                         |  |      |            |   |      |  
|Internet                                                |  |      | 370,516    |   |      |  
|Real estate                                             |  |      | 25,669     |   |      |  
|                                                        |  |      | 396,185    |   |      |  
|                                                        |  |      |            |   |      |  
|GROSS PROFIT                                            |  |      | 304,776    |   |      |  
|                                                        |  |      |            |   |      |  
|OPERATING EXPENSES:                                     |  |      |            |   |      |  
|Selling general and administrative expenses             |  |      | 142,781    |   |      |  
|                                                        |  |      |            |   |      |  
|INCOME FROM OPERATIONS                                  |  |      | 161,995    |   |      |  
|                                                        |  |      |            |   |      |  
|OTHER INCOME (EXPENSES):                                |  |      |            |   |      |  
|Other income (expenses)                                 |  |      | (4,058     | ) |      |  
|Interest expense                                        |  |      | (1,356     | ) |      |  
|TOTAL OTHER INCOME (EXPENSE)                            |  |      | (5,414     | ) |      |  
|                                                        |  |      |            |   |      |  
|INCOME BEFORE INCOME TAXES                              |  |      | 156,581    |   |      |  
|                                                        |  |      |            |   |      |  
|INCOME TAXES (EXPENSE) BENEFIT                          |  |      | (21,415    | ) |      |  
|                                                        |  |      |            |   |      |  
|NET INCOME                                              |  | $    | 135,166    |   |      | $
|                                                        |  |      |            |   |      |  
|BASIC AND DILUTED EARNINGS PER SHARE                    |  | $    | 0.00       |   |      | $
|                                                        |  |      |            |   |      |  
|WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC AND DILUTED |  |      | 74,085,705 |   |      |  



See the accompanying notes to the unaudited condensed consolidated
financial statements.



5







SITESTAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF
INCOME

FOR THE NINE MONTHS ENDED SEPTEMBER 30,
2012 AND 2011

(UNAUDITED)



|                                                        |  | 2012 |            |   | 2011 |  
|------------------------------------------------------- |  | ---- | ---------- | - | ---- | -
|                                                        |  |      |            |   |      |  
|REVENUE                                                 |  |      |            |   |      |  
|Internet                                                |  | $    | 2,191,961  |   |      | $
|Real estate                                             |  |      | 617,274    |   |      |  
|                                                        |  |      | 2,809,235  |   |      |  
|                                                        |  |      |            |   |      |  
|COST OF REVENUE                                         |  |      |            |   |      |  
|Internet                                                |  |      | 1,208,176  |   |      |  
|Real estate                                             |  |      | 468,207    |   |      |  
|                                                        |  |      | 1,676,383  |   |      |  
|                                                        |  |      |            |   |      |  
|GROSS PROFIT                                            |  |      | 1,132,852  |   |      |  
|                                                        |  |      |            |   |      |  
|OPERATING EXPENSES:                                     |  |      |            |   |      |  
|Selling general and administrative expenses             |  |      | 543,523    |   |      |  
|                                                        |  |      |            |   |      |  
|INCOME FROM OPERATIONS                                  |  |      | 589,329    |   |      |  
|                                                        |  |      |            |   |      |  
|OTHER INCOME (EXPENSES):                                |  |      |            |   |      |  
|Other income (expenses)                                 |  |      | (3,748     | ) |      |  
|Interest expense                                        |  |      | (5,404     | ) |      |  
|TOTAL OTHER INCOME (EXPENSE)                            |  |      | (9,152     | ) |      |  
|                                                        |  |      |            |   |      |  
|                                                        |  |      |            |   |      |  
|INCOME BEFORE INCOME TAXES                              |  |      | 580,177    |   |      |  
|                                                        |  |      |            |   |      |  
|INCOME TAXES (EXPENSE) BENEFIT                          |  |      | (77,363    | ) |      |  
|                                                        |  |      |            |   |      |  
|NET INCOME                                              |  | $    | 502,814    |   |      | $
|                                                        |  |      |            |   |      |  
|BASIC AND DILUTED EARNINGS PER SHARE                    |  | $    | 0.01       |   |      | $
|                                                        |  |      |            |   |      |  
|WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC AND DILUTED |  |      | 74,085,705 |   |      |  



See the accompanying notes to the unaudited condensed consolidated
financial statements.



6







SITESTAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF
CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30,
2012 AND 2011

(UNAUDITED)

|                                                                                            |  | 2012 |          |   | 2011 |  
|------------------------------------------------------------------------------------------- |  | ---- | -------- | - | ---- | -
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                       |  |      |          |   |      |  
|Net income                                                                                  |  | $    | 502,814  |   |      | $
|Adjustments to reconcile net income to net cash provided by (used in) operating activities: |  |      |          |   |      |  
|Depreciation and amortization expense                                                       |  |      | 30,671   |   |      |  
|Allowance for doubtful accounts                                                             |  |      | (670     | ) |      |  
|Decrease in accounts receivable                                                             |  |      | 16,479   |   |      |  
|(Increase) in prepaid expenses                                                              |  |      | (98,203  | ) |      |  
|Increase in real estate                                                                     |  |      | (435,455 | ) |      |  
|Increase (decrease) in deferred income taxes                                                |  |      | 203,917  |   |      |  
|Decrease in accounts payable                                                                |  |      | (25,567  | ) |      |  
|Increase in accrued expenses                                                                |  |      | 11,078   |   |      |  
|Decrease in deferred revenue                                                                |  |      | (49,650  | ) |      |  
|Decrease in accrued income taxes                                                            |  |      | (81,353  | ) |      |  
|                                                                                            |  |      |          |   |      |  
|Net cash provided by (used in) operating activities                                         |  |      | 74,061   |   |      |  
|                                                                                            |  |      |          |   |      |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                       |  |      |          |   |      |  
|(Increase)  decrease in other assets held for resale                                        |  |      | (8       | ) |      |  
|Purchase of property and equipment                                                          |  |      | -        |   |      |  
|Purchase of non-compete                                                                     |  |      | -        |   |      |  
|Purchase of deferred revenue                                                                |  |      | -        |   |      |  
|Purchase of customer list                                                                   |  |      | -        |   |      |  
|                                                                                            |  |      |          |   |      |  
|Net cash used in investing activities                                                       |  |      | (8       | ) |      |  
|                                                                                            |  |      |          |   |      |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                       |  |      |          |   |      |  
|Repayment of notes payable – stockholders                                                   |  |      | (45,685  | ) |      |  
|Proceeds from notes payable - stockholders                                                  |  |      | -        |   |      |  
|Proceeds from notes payable                                                                 |  |      | -        |   |      |  
|Purchase of treasury stock                                                                  |  |      | -        |   |      |  
|                                                                                            |  |      |          |   |      |  
|Net cash provided by (used in) financing activities                                         |  |      | (45,685  | ) |      |  
|                                                                                            |  |      |          |   |      |  
|NET INCREASE (DECREASE) IN CASH AND CASH  EQUIVALENTS                                       |  |      | 28,368   |   |      |  
|                                                                                            |  |      |          |   |      |  
|CASH AND CASH EQUIVALENTS – BEGINNING OF  PERIOD                                            |  |      | 17,268   |   |      |  
|                                                                                            |  |      |          |   |      |  
|CASH AND CASH EQUIVALENTS – END OF  PERIOD                                                  |  | $    | 45,636   |   |      | $

See the accompanying notes to the unaudited condensed consolidated
financial statements.



7







SITESTAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF
CASH FLOWS (continued)

FOR THE NINE MONTHS ENDED SEPTEMBER 30,
2012 AND 2011

(UNAUDITED)



SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:



During the nine months ended September
30, 2012 and 2011, the Company used cash to pay income taxes of $64,380 and $191,572 and paid interest expense of approximately
$5,000 and $8,000, respectively.



8







SITESTAR CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

UNAUDITED



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 (SEC). 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 U.S. Generally Accepted Accounting Principles (GAAP) have been omitted pursuant to such
rules and regulations. These financial statements should be read in conjunction with the audited consolidated financial statements
and footnotes for the year ended December 31, 2011 included in the Company’s Annual Report on Form 10-K.  The results
for the nine months ended September 30, 2012 are not necessarily indicative of the results to be expected for the full year ending
December 31, 2012.



NOTE 2 – EARNINGS PER SHARE



GAAP requires dual presentation of basic
and diluted earnings per share on the face of the statements of income and requires a reconciliation of the numerators and denominators
of the basic and diluted earnings per share calculation. Basic earnings per share are calculated based on the weighted average
number of shares of common stock outstanding during each period. Diluted income per share is computed using weighted average shares
outstanding adjusted to reflect the dilutive effect of all potential common shares that were outstanding during the period.



For the three months ended September 30,
2012 and 2011:



|                                            |  | 2012 |            |  | 2011 |  
|------------------------------------------- |  | ---- | ---------- |  | ---- | -
|Net income available to common shareholders |  | $    | 135,166    |  |      | $
|Weighted average number of common shares    |  |      | 74,085,705 |  |      |  
|                                            |  |      |            |  |      |  
|Basic and diluted income per share          |  | $    | 0.00       |  |      | $



For the nine months ended September 30,
2012 and 2011:



|                                            |  | 2012 |            |  | 2011 |  
|------------------------------------------- |  | ---- | ---------- |  | ---- | -
|Net income available to common shareholders |  | $    | 502,814    |  |      | $
|Weighted average number of common shares    |  |      | 74,085,705 |  |      |  
|                                            |  |      |            |  |      |  
|Basic and diluted income per share          |  | $    | 0.01       |  |      | $



9







SITESTAR CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

UNAUDITED



NOTE 3 – COMMON STOCK



During the nine months ended September
30, 2012, the Company issued no shares of common stock and repurchased no treasury shares.



NOTE 4 – SEGMENT INFORMATION



The Company has three business units that
have been aggregated into three reportable segments: Corporate, Real estate and Internet.



The Corporate group is the holding company
and oversees the operation of the other business units. The Corporate group also arranges financing for the entire organization.
The real estate group invests in, refurbishes and markets real estate for resale. The Company’s Internet group consists of
multiple sites of operation and services customers throughout the U.S. and Canada.



The Company evaluates the performance of
its operating segments based on income from operations before income taxes, accounting changes, non-recurring items and interest
income and expense.



Summarized financial information concerning
the Company's reportable segments is shown in the following tables as of and for the three months ended September 30, 2012 and
2011:



September 30, 2012

|                              |  | Corporate |        |   | Real estate |   |           | Internet |  |   | Consolidated | 
|----------------------------- |  | --------- | ------ | - | ----------- | - | --------- | -------- |  | - | ------------ | 
|Revenue                       |  | $         | -      |   |             | $ | 34,161    |          |  | $ | 666,800      | 
|Operating income (loss)       |  | $         | (9,684 | ) |             | $ | 8,492     |          |  | $ | 163,187      | 
|Depreciation and amortization |  | $         | -      |   |             | $ | -         |          |  | $ | 10,215       | 
|Interest expense              |  | $         | -      |   |             | $ | -         |          |  | $ | 1,356        | 
|Real estate                   |  | $         | -      |   |             | $ | 2,900,149 |          |  | $ | -            | 
|Intangible assets             |  | $         | -      |   |             | $ | -         |          |  | $ | 1,301,891    | 
|Total assets                  |  | $         | -      |   |             | $ | 2,900,149 |          |  | $ | 2,475,043    | 



10







SITESTAR CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

UNAUDITED



NOTE 4 – SEGMENT INFORMATION, continued



September 30, 2011

|                              |  | Corporate |        |   | Real estate |   |           | Internet |  |   | Consolidated | 
|----------------------------- |  | --------- | ------ | - | ----------- | - | --------- | -------- |  | - | ------------ | 
|Revenue                       |  | $         | -      |   |             | $ | 789,411   |          |  | $ | 857,465      | 
|Operating income (loss)       |  | $         | (8,443 | ) |             | $ | 148,145   |          |  | $ | 228,160      | 
|Depreciation and amortization |  | $         | -      |   |             | $ | -         |          |  | $ | 67,559       | 
|Interest expense              |  | $         | -      |   |             | $ | -         |          |  | $ | 4,880        | 
|Real estate                   |  | $         | -      |   |             | $ | 1,984,146 |          |  | $ | -            | 
|Intangible assets             |  | $         | -      |   |             | $ | -         |          |  | $ | 1,393,020    | 
|Total assets                  |  | $         | -      |   |             | $ | 1,984,146 |          |  | $ | 3,074,876    | 



Summarized financial information concerning the Company's reportable
segments is shown in the following tables as of and for the nine months ended September 30, 2012 and 2011:



September 30, 2012

|                              |  | Corporate |         |   | Real estate |   |           | Internet |  |   | Consolidated | 
|----------------------------- |  | --------- | ------- | - | ----------- | - | --------- | -------- |  | - | ------------ | 
|Revenue                       |  | $         | -       |   |             | $ | 617,274   |          |  | $ | 2,191,961    | 
|Operating income (loss)       |  | $         | (72,981 | ) |             | $ | 149,067   |          |  | $ | 513,243      | 
|Depreciation and amortization |  | $         | -       |   |             | $ | -         |          |  | $ | 30,671       | 
|Interest expense              |  | $         | -       |   |             | $ | -         |          |  | $ | 5,404        | 
|Real estate                   |  | $         | -       |   |             | $ | 2,900,149 |          |  | $ | -            | 
|Intangible assets             |  | $         | -       |   |             | $ | -         |          |  | $ | 1,301,891    | 
|Total assets                  |  | $         | -       |   |             | $ | 2,900,149 |          |  | $ | 2,475,043    | 



September 30, 2011

|                              |  | Corporate |         |   | Real estate |   |           | Internet |  |   | Consolidated | 
|----------------------------- |  | --------- | ------- | - | ----------- | - | --------- | -------- |  | - | ------------ | 
|Revenue                       |  | $         | -       |   |             | $ | 789,411   |          |  | $ | 2,859,825    | 
|Operating income (loss)       |  | $         | (35,905 | ) |             | $ | 148,145   |          |  | $ | 569,537      | 
|Depreciation and amortization |  | $         | -       |   |             | $ | -         |          |  | $ | 295,385      | 
|Interest expense              |  | $         | -       |   |             | $ | -         |          |  | $ | 7,962        | 
|Real estate                   |  | $         | -       |   |             | $ | 1,984,146 |          |  | $ | -            | 
|Intangible assets             |  | $         | -       |   |             | $ | -         |          |  | $ | 1,393,020    | 
|Total assets                  |  | $         | -       |   |             | $ | 1,984,146 |          |  | $ | 3,074,876    | 



11







SITESTAR CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

UNAUDITED



NOTE 5 – RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS



No new accounting pronouncement issued
or effective during the nine months ended September 30, 2012 has had or is expected to have a material impact on the condensed
consolidated financial statements.



NOTE 6 – ACQUISITIONS



NCISP.net

Effective March 1, 2011, the Company entered
into an Asset Purchase Agreement pursuant to which it acquired the Internet related assets of NCISP.net, a North Carolina-based
Internet Service Provider. The total purchase price was $88,000 representing the fair value of the assets acquired which consisted
of a $55,000 cash payment at closing with the remaining balance paid in 6 monthly installments beginning April 2011.



The following table summarizes the estimated
fair values of assets acquired and liabilities assumed at the date of acquisition. Sitestar has assessed the valuations of certain
intangible assets as represented below.



|Equipment             |  | $ | -       |  
|--------------------- |  | - | ------- | -
|Customer list         |  |   | 97,000  |  
|Non-compete agreement |  |   | 1,000   |  
|Deferred revenue      |  |   | (10,000 | )
|                      |  |   |         |  
|Purchase price        |  | $ | 88,000  |  



12







SITESTAR CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

UNAUDITED



NOTE 7 — PROVISION FOR INCOME TAXES



The provision for federal and state income
taxes for the nine months ended September 30, 2012 and 2011 included the following:



|                           |  | 2012 |          |   | 2011 |  
|-------------------------- |  | ---- | -------- | - | ---- | -
|Current provision:         |  |      |          |   |      |  
|Federal                    |  | $    | (107,571 | ) |      | $
|State                      |  |      | (18,983  | ) |      |  
|Deferred provision:        |  |      |          |   |      |  
|Federal                    |  |      | 173,329  |   |      |  
|State                      |  |      | 30,588   |   |      |  
|                           |  |      |          |   |      |  
|Total income tax provision |  | $    | 77,363   |   |      | $



Deferred tax assets and liabilities reflect
the net effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes
and amounts used for income tax purposes.  Significant components of the Company's deferred tax assets and liabilities at
September 30, 2012 and December 31, 2011 are as follows:



|                                  |  | 2012 |            |   | 2011 |  
|--------------------------------- |  | ---- | ---------- | - | ---- | -
|Accounts receivable               |  | $    | 1,916      |   |      | $
|Amortization of Intangible assets |  |      | 3,109,195  |   |      |  
|Less valuation allowance          |  |      | (2,552,420 | ) |      |  
|                                  |  |      |            |   |      |  
|Deferred tax asset                |  | $    | 558,691    |   |      | $



At September 30, 2012 and December 31,
2011, the Company has provided a valuation allowance for a portion of the deferred tax asset that management has not been able
to determine that realization is more likely than not. The Company is subject to Federal income taxes as well as income taxes of
state jurisdictions. For Federal and state tax purposes, tax years 2008 through 2011 remain open to examination.



13







SITESTAR CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

UNAUDITED



NOTE 8 – INTANGIBLE ASSETS



The Company continually monitors its intangible
assets to determine whether any impairment has occurred.  In making such determination with respect to these assets, the Company
evaluates the performance, on a discounted cash flow basis, of the intangible assets or group of assets.  Should impairment
be identified, a loss would be reported to the extent that the carrying value of the related intangible asset exceeds its fair
value using the discounted cash flow method.  The Company's customer lists are being amortized over three years. Total amortization
expense was $21,907 and $288,836 for the nine months ended September, 30, 2012 and 2011.



NOTE 9 – DEFERRED REVENUE



Deferred revenue represents collections
from customers in advance for services not yet performed and are recognized as revenue in the period service is provided.



Revenue Recognition



Internet



The Company sells Internet services under
annual and monthly contracts.  Under the annual contracts, the subscriber pays a one-time annual fee, which is recognized
as revenue ratably over the life of the contract. Under the monthly contracts, the subscriber is billed monthly and revenue is
recognized for the period to which the service relates. Sales of computer hardware are recognized as revenue upon delivery and
acceptance of the product by the customer. Sales are adjusted for any returns or allowances.



Real Estate



Revenue from real estate is recognized
upon closing of the sale, as all conditions for full revenue recognition have been met at that time. All costs associated with
the property sold are removed from the consolidated balance sheets and charged to cost of revenue at that time.



14







SITESTAR CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

UNAUDITED



NOTE 10 - NOTES PAYABLE



Notes payable at September 30, 2012 and
December 31, 2011 consist of the following:





|                                                                 |  | 2012 |          |   | 2011 |  
|---------------------------------------------------------------- |  | ---- | -------- | - | ---- | -
|Non-interest bearing amount due on acquisition of USA Telephone. |  | $    | 900,615  |   |      | $
|                                                                 |  |      |          |   |      |  
|Totals                                                           |  |      | 900,615  |   |      |  
|Less current portion                                             |  |      | (900,615 | ) |      |  
|                                                                 |  |      |          |   |      |  
|Long-term portion                                                |  | $    | -        |   |      | $



The future principal maturities of these notes are as follows:



|Twelve months ending  September 30, 2013 |  | $ | 900,615 | 
|---------------------------------------- |  | - | ------- | 
|Twelve months ending  September 30, 2014 |  |   | -       | 
|Twelve months ending  September 30, 2015 |  |   | -       | 
|Twelve months ending  September 30, 2016 |  |   | -       | 
|Twelve months ending  September 30, 2017 |  |   | -       | 
|Thereafter                               |  |   | -       | 
|                                         |  |   |         | 
|Total                                    |  | $ | 900,615 | 



NOTE 11 - NOTES PAYABLE – STOCKHOLDERS



Notes payable - stockholders at September
30, 2012 and December 31, 2011 consist of the following:



|                                                                                                                                                                           |  | 2012 |        |  | 2011 |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ------ |  | ---- | -
|Note payable to officer and stockholder on a line of credit of $750,000 at an annual interest rate of 10%.  The accrued interest and principal are due on January 1, 2014. |  | $    | 273    |  |      | $
|                                                                                                                                                                           |  |      |        |  |      |  
|Note payable to stockholder for $50,000 at an annual interest rate of 8% interest.  The accrued interest and principal are due on January 1, 2014.                         |  |      | 50,000 |  |      |  
|                                                                                                                                                                           |  |      |        |  |      |  
|Totals                                                                                                                                                                     |  |      | 50,273 |  |      |  
|Less current portion                                                                                                                                                       |  |      | -      |  |      |  
|                                                                                                                                                                           |  |      |        |  |      |  
|Long-term portion                                                                                                                                                          |  | $    | 50,273 |  |      | $



15







SITESTAR CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

UNAUDITED



NOTE 11 - NOTES PAYABLE – STOCKHOLDERS, continued



The future principal maturities of these
notes are as follows:



|                                        |  | 2011 |       
|--------------------------------------- |  | ---- | ------
|Twelve months ending September 30, 2013 |  | $    | -     
|Twelve months ending September 30, 2014 |  |      | 50,273
|Twelve months ending September 30, 2015 |  |      | -     
|Twelve months ending September 30, 2016 |  |      | -     
|Twelve months ending September 30, 2017 |  |      | -     
|                                        |  |      |       
|Total                                   |  | $    | 50,273



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



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 Company’s ability to expand the Company’s
customer base, make strategic acquisitions, general market conditions and competition and pricing.



Although the Company believes 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.



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, 2011 included
in the Annual Report on Form 10-K.  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.



16







SITESTAR CORPORATION



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



Overview



Internet



Sitestar is an Internet Service Provider
(ISP) that offers consumer and business-grade Internet access, wholesale managed modem services for downstream ISPs and Web hosting.  Sitestar
also delivers value-added services including spam, virus and spyware protection, pop-up ad blocking and web acceleration.  The
Company maintains multiple sites of operation and provides services to customers throughout the U.S. and Canada.



The products and services that the Company
provides include:

·    Internet access
services;

·    Web acceleration
services;

·    Web hosting
services;



The Company’s Internet division markets
and sells narrow-band (dial-up and ISDN) and broadband services (DSL, fiber-optic and wireless), and supports these products utilizing
its own infrastructure and affiliations.  Value-added services include web acceleration, spam and virus filtering, as
well as, spyware protection. Additionally, the Company markets and sells web hosting and related services to consumers and businesses.



Real Estate



The real estate group invests in, refurbishes
and markets real estate for resale. The increase in real estate sales marks the beginning of the Company’s efforts to turn
investments of excess cash from the Internet division into a new revenue stream. With the increased inventory of real estate investments,
the sales should become a more prominent source of revenue.



17







SITESTAR CORPORATION



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



Results of operations



The following tables show financial data
for the nine months ended September 30, 2012.



|                                  |  | Corporate |         |   | Internet |   |           | Real estate |  |   | Total   |  
|--------------------------------- |  | --------- | ------- | - | -------- | - | --------- | ----------- |  | - | ------- | -
|Revenue                           |  | $         | -       |   |          | $ | 2,191,961 |             |  | $ | 617,274 |  
|Cost of revenue                   |  |           | -       |   |          |   | 1,208,176 |             |  |   | 468,207 |  
|                                  |  |           |         |   |          |   |           |             |  |   |         |  
|Gross profit                      |  |           | -       |   |          |   | 983,785   |             |  |   | 149,067 |  
|                                  |  |           |         |   |          |   |           |             |  |   |         |  
|Operating expenses                |  |           | 72,981  |   |          |   | 470,542   |             |  |   | -       |  
|                                  |  |           |         |   |          |   |           |             |  |   |         |  
|Income (loss) from operations     |  |           | (72,981 | ) |          |   | 513,243   |             |  |   | 149,067 |  
|Other income (expense)            |  |           | -       |   |          |   | (9,152    | )           |  |   | -       |  
|                                  |  |           |         |   |          |   |           |             |  |   |         |  
|Income (loss) before income taxes |  |           | (72,981 | ) |          |   | 504,091   |             |  |   | 149,067 |  
|Income taxes (expense) benefit    |  |           | -       |   |          |   | (67,217   | )           |  |   | (10,146 | )
|                                  |  |           |         |   |          |   |           |             |  |   |         |  
|Net income (loss)                 |  | $         | (72,981 | ) |          | $ | 436,874   |             |  | $ | 138,921 |  



18







SITESTAR CORPORATION



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



The following tables show financial data
for the nine months ended September 30, 2011.



|                                  |  | Corporate |        |   | Internet |   |           | Real estate |  |   | Total   | 
|--------------------------------- |  | --------- | ------ | - | -------- | - | --------- | ----------- |  | - | ------- | 
|Revenue                           |  | $         | -      |   |          | $ | 2,859,825 |             |  | $ | 789,411 | 
|Cost of revenue                   |  |           | -      |   |          |   | 1,385,247 |             |  |   | 641,266 | 
|                                  |  |           |        |   |          |   |           |             |  |   |         | 
|Gross profit                      |  |           | -      |   |          |   | 1,474,578 |             |  |   | 148,145 | 
|                                  |  |           |        |   |          |   |           |             |  |   |         | 
|Operating expenses                |  |           | 8,443  |   |          |   | 932,503   |             |  |   | -       | 
|                                  |  |           |        |   |          |   |           |             |  |   |         | 
|Income (loss) from operations     |  |           | (8,443 | ) |          |   | 542,075   |             |  |   | 148,145 | 
|Other income (expense)            |  |           | -      |   |          |   | (6,431    | )           |  |   | -       | 
|                                  |  |           |        |   |          |   |           |             |  |   |         | 
|Income (loss) before income taxes |  |           | (8,443 | ) |          |   | 535,644   |             |  |   | 148,145 | 
|Income taxes (expense) benefit    |  |           | -      |   |          |   | 24,884    |             |  |   | 6,992   | 
|                                  |  |           |        |   |          |   |           |             |  |   |         | 
|Net income (loss)                 |  | $         | (8,443 | ) |          | $ | 560,528   |             |  | $ | 155,137 | 



EBITDA (Earnings Before Interest, Taxes,
Depreciation and Amortization) consists of revenue less cost of revenue and operating expense.  EBITDA is provided because
it is a measure commonly used by investors to analyze and compare companies on the basis of operating performance. EBITDA is presented
to enhance an understanding of the Company’s operating results and is not intended to represent cash flows or results of
operations in accordance with GAAP for the periods indicated. EBITDA is not a measurement under GAAP and is not necessarily comparable
with similarly titled measures for other companies. See the Liquidity and Capital Resource section for further discussion of cash
generated from operations.



The following tables show a reconciliation of EBITDA to the
GAAP presentation of net income for the nine months ended September 30, 2012 and 2011.



19







SITESTAR CORPORATION



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



For the nine months ended September 30,
2012



|                  |  | Corporate |         |   | Internet |   |         | Real estate |  |   | Total   |  
|----------------- |  | --------- | ------- | - | -------- | - | ------- | ----------- |  | - | ------- | -
|EBITDA            |  | $         | (72,981 | ) |          | $ | 540,166 |             |  | $ | 149,067 |  
|Interest expense  |  |           | -       |   |          |   | (5,404  | )           |  |   | -       |  
|Taxes             |  |           | -       |   |          |   | (67,217 | )           |  |   | (10,146 | )
|Depreciation      |  |           | -       |   |          |   | (8,764  | )           |  |   | -       |  
|Amortization      |  |           | -       |   |          |   | (21,907 | )           |  |   | -       |  
|                  |  |           |         |   |          |   |         |             |  |   |         |  
|Net income (loss) |  | $         | (72,981 | ) |          | $ | 436,874 |             |  | $ | 138,921 |  



For the nine months ended September 30,
2011



|                  |  | Corporate |        |   | Internet |   |          | Real estate |  |   | Total   | 
|----------------- |  | --------- | ------ | - | -------- | - | -------- | ----------- |  | - | ------- | 
|EBITDA            |  | $         | (8,443 | ) |          | $ | 838,991  |             |  | $ | 148,145 | 
|Interest expense  |  |           | -      |   |          |   | (7,962   | )           |  |   | -       | 
|Taxes             |  |           | -      |   |          |   | 24,884   |             |  |   | 6,992   | 
|Depreciation      |  |           | -      |   |          |   | (11,050  | )           |  |   | -       | 
|Amortization      |  |           | -      |   |          |   | (284,335 | )           |  |   | -       | 
|                  |  |           |        |   |          |   |          |             |  |   |         | 
|Net income (loss) |  | $         | (8,443 | ) |          | $ | 560,528  |             |  | $ | 155,137 | 



Pursuant to the approval of the board of
directors, the Company’s management believes that it is in the best interests of the Corporation to implement a program to
purchase (“Purchase Program”), as investments, real estate with the Company’s surplus cash flows. Any real estate
purchased pursuant to the Purchase Program will be held as investment until such time or times as the Board of Directors, in its
discretion, may deem advisable to sell or otherwise dispose of the property.



The current real estate market presents
the unique opportunity to acquire properties at deep discounts from fair market value with the potential for substantial profits.
Management evaluates property as it becomes available with respect to the market value versus the acquisition cost, in addition
to other conditions that could affect the resale value. Renovations are made as needed to maximize the market appeal and value
prior to listing for sale.



20







SITESTAR CORPORATION



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



Management believes that there is sustainable
cash flow potential for the near future in real estate and is actively pursuing the program. As of the balance sheet date, September
30, 2012, the Company has invested approximately $2,900,149 in surplus funds and is continuing the investing process.



NINE MONTHS ENDED SEPTEMBER 30, 2012 COMPARED TO SEPTEMBER
30, 2011



REVENUE



Total revenue for the nine months ended
September 30, 2012 decreased by $840,001 or 23.0% from $3,649,236 for the nine months ended September 30, 2011 to $2,809,235 for
the same period in 2012. Internet sales decreased $667,864 or 23.3% from $2,859,825 for the nine months ended September 30, 2011
to $2,191,961 for the same period in 2012. Real estate sales decreased $172,137 or 21.8% from $789,411 for the nine months ended
September 30, 2011 to $617,274 for the same period in 2012.



The decrease in Internet sales is attributed
to the lack of acquisitions of Internet access and web hosting customers of ISPs. Although the Company continues to sign up new
customers, competition from ubiquitous nationwide telecommunications and cable providers threatens significant and sustainable
organic growth. To insure continued strength in revenues, the Company has acquired and plans to continue to acquire the assets
of additional ISPs, folding them into its operations to provide future revenues. The new real estate division while sales are down
is preparing properties for the market and is still providing a profitable revenue stream.



COST OF REVENUE



Total costs of revenue for the nine months
ended September 30, 2012 decreased by $350,130 or 17.3% from $2,026,513 for the nine months ended September 30, 2011 to $1,676,383
for the same period in 2012.  Cost of Internet revenue decreased $177,071 or 12.8% from $1,385,247 for the nine months ended
September 30, 2011 to $1,208,176 for the same period in 2012 as a result of declining revenue. Cost of real estate revenue decreased
$173,059 or 27.0% from $641,266 for the nine months ended September 30, 2011 to $468,207 for the same period in 2012. Cost of real
estate revenue is a direct result of lower sales while the cost of revenue as a percentage of sales decreased 5.3% from 81.2% for
the nine months ended September 30, 2011 to 75.9% for the same period in 2012.



21







SITESTAR CORPORATION



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



OPERATING EXPENSES



Operating expenses for the nine months
ended September 30, 2012 decreased $397,423 or 42.2% from $940,946 for the nine months ended September 30, 2011 to $543,523 for
the same period in 2012. This decrease is primarily due to lower amortization expense as a result of intangibles being fully amortized.
 Amortization expense decreased $262,428 or 92.3% from $284,335 for the nine months ended September 30, 2011 to $21,907 for
the same period in 2012.



INCOME TAXES



For the nine months ended September 30,
2012 and September 30, 2011 corporate income tax expenses (benefit) of $77,363 and $(31,876) were accrued.



INTEREST EXPENSE



Interest expense for the nine months ended
September 30, 2012 decreased by $2,558 or 32.1% from $7,962 for the nine months ended September 30, 2011 to $5,404 for the same
period in 2012.



SEPTEMBER 30, 2012 COMPARED TO DECEMBER 31, 2011



FINANCIAL CONDITION



Net accounts receivable decreased $15,809
or 29.8% from $53,090 on December 31, 2011 to $37,281 on September 30, 2012.  Investment in real estate increased net $435,455
or 17.7% from $2,464,694 on December 31, 2011 to $2,900,149 on September 30, 2012. Accounts payable decreased by $25,567 or 35.9%
from $71,136 on December 31, 2011 to $45,569 on September 30, 2012. Deferred revenue decreased by $49,650 or 10.8% from $461,640
on December 31, 2011 to $411,990 on September 30, 2012 representing decreased volume of customer accounts that have been prepaid.
Long-term notes payable to shareholders decreased $45,685 or 47.6% from $95,958 on December 31, 2011 to $50,273 on September 30,
2012.



LIQUIDITY AND CAPITAL RESOURCES



Cash and cash equivalents totaled $45,636
and $17,268 at September 30, 2012 and at December 31, 2011. EBITDA was $616,252 for the nine months ended September 30, 2012 as
compared to $978,693 for the same period in 2011.



22







SITESTAR CORPORATION



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



|                                                    |  | 2012 |         |   | 2011 |  
|--------------------------------------------------- |  | ---- | ------- | - | ---- | -
|EBITDA for the nine months ended  September 30,     |  | $    | 616,252 |   |      | $
|Interest expense                                    |  |      | (5,404  | ) |      |  
|Taxes                                               |  |      | (77,363 | ) |      |  
|Depreciation                                        |  |      | (8,764  | ) |      |  
|Amortization                                        |  |      | (21,907 | ) |      |  
|                                                    |  |      |         |   |      |  
|Net income for the nine months ended  September 30, |  | $    | 502,814 |   |      | $



The aging of accounts receivable as of
September 30, 2012 and December 31, 2011 is as shown:



|        |  | 2012 |        |  | 2011 | 
|------- |  | ---- | ------ |  | ---- | 
|Current |  | $    | 21,074 |  |      | 
|30 < 60 |  |      | 8,522  |  |      | 
|60 +    |  |      | 7,685  |  |      | 
|        |  |      |        |  |      | 
|Total   |  | $    | 37,281 |  |      | 



OFF-BALANCE SHEET TRANSACTIONS



The Company is not a party to any off-balance sheet transactions.



CRITICAL ACCOUNTING POLICY AND ESTIMATES



The Company’s Management’s
Discussion and Analysis of Financial Condition and Results of Operations section discusses its condensed consolidated financial
statements, which have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. The preparation
of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets
and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period.
On an ongoing basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued
expenses, financing operations, and contingencies and litigation.



23







SITESTAR CORPORATION



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



Management bases its estimates and judgments
on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of
which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different assumptions and conditions. The most significant
accounting estimates inherent in the preparation of the Company’s financial statements include estimates as to the appropriate
carrying value of certain assets and liabilities which are not readily apparent from other sources. These accounting policies are
described at relevant sections in this discussion and analysis and in the condensed consolidated financial statements included
in this quarterly report.



Item 3.    Quantitative and Qualitative Disclosures
About Market Risk



None.



Item 4.    Controls and Procedures



Evaluation of Disclosure Controls and Procedures:



Management, including our Chief Executive
Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, as
of September 30, 2012. Our disclosure controls and procedures are designed to ensure that information required to be disclosed
by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported accurately and
on a timely basis.



Changes in Internal Control over Financial
Reporting:



No change in our internal control over
financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended
September 30, 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial
reporting. .



24







SITESTAR CORPORATION



PART II.  OTHER INFORMATION



Item 1.     Legal Proceedings



None



Item 1A.   Risk Factors



Not required for small business.



Item 2.     Unregistered Sales of Equity
Securities and use of Proceeds



None.



Item 3.     Defaults
Upon Senior Securities



None.



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



None.



Item 5.     Other Information



None



Item 6.     Exhibits



(a)        The following
are filed as exhibits to this form 10-Q:

| | 31.1 | Certification of President Pursuant to the Securities Exchange Act of 1934, Rules 13a-14 and 15d-14,
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 31.2 | Certification of Chief Financial Officer Pursuant to the Securities Exchange Act of 1934, Rules
13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 32 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
| | -- | ----------------------------------------------------------------------------------------------------------------------



25







SITESTAR CORPORATION



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
|----------------------- | --------------------
|                        |                     
|Date: November 14, 2012 |                     
|                        | By:                 
|                        |                     
|                        |                     
|                        |                     
|                        |                     
|                        |                     
|Date: November 14, 2012 |                     
|                        | By:                 
|                        |                     
|                        |                     
|                        |                     



26