---

---

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

---

# FORM 10-Q

| | x | QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2008
| | - | ---------------------------------------------------------------------------------------------------------------------------------------

| | o | TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ----------------------------------------------------------------------------------------

# Commission file No.
333-100137

---

|SITESEARCH CORPORATION                            
|--------------------------------------------------
|(Exact name of registrant as specified in charter)

---

|Nevada                                                         | 20-5422795                          
|-------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.)

|2600 N 44th Street, Suite 214   
         Phoenix, AZ | 85008     
|----------------------------------------------------- | ----------
|(Address of principal executive offices)              | (Zip Code)

Registrant's telephone
number, including area code:   (602) 840-0668

Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
   Yes x   
No o

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  o                
Non-accelerated filer o | Accelerated filer o
Smaller reporting company  x

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

Indicate
the number of shares  outstanding of each of the issuer's  classes of common stock, as of
the latest practicable date:  8,049,677 as of December 1, 2008.

---



# SITESEARCH CORPORATION

# Table of Contents

|                                                                                               | Page
|---------------------------------------------------------------------------------------------- | ----
|
|
|PART I - FINANCIAL INFORMATION                                                                 |     
|                                                                                               |     
|Item 1. Unaudited Financial Statements:                                                        |     
|                                                                                               |     
|Consolidated Balance Sheets                                                                    |     
|                                                                                               |     
|Consolidated Statement of Operations and Comprehensive Loss                                    |     
|                                                                                               |     
|Consolidated Statements of Cash Flows                                                          |     
|                                                                                               |     
|Notes to Unaudited Consolidated Financial Statements                                           |     
|                                                                                               |     
|Item 2. Management's Discussion and Analysis of Financial Condition and Results of  Operations |     
|                                                                                               |     
|Item 4. Controls and Procedures                                                                |     
|                                                                                               |     
|PART II - OTHER INFORMATION                                                                    |     
|                                                                                               |     
|Item 1. Legal Proceedings                                                                      |     
|                                                                                               |     
|Item 1A. Risk Factors                                                                          |     
|                                                                                               |     
|Item 2. Unregistered Sales of Equity Securities and Use of Proceeds                            |     
|                                                                                               |     
|Item 3. Defaults Upon Senior Securities                                                        |     
|                                                                                               |     
|Item 4. Submission of Matters to a Vote of Security Holders                                    |     
|                                                                                               |     
|Item 5. Other Information                                                                      |     
|                                                                                               |     
|Item 6. Exhibits                                                                               |     
|                                                                                               |     
|SIGNATURES                                                                                     |     

---



# PART I 
FINANCIAL INFORMATION

# Forward-Looking
Information

The
statements contained in this Quarterly Report on Form 10-Q that are not historical fact
are forward-looking statements (as such term is defined in the Private Securities
Litigation Reform Act of 1995), 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. The
forward-looking statements contained herein are based on current expectations that involve
a number of risks and uncertainties. These statements can be identified by the use of
forward-looking terminology such as believes, expects,
may, will, should, intend,
plan, could, is likely, or anticipates, or
the negative thereof or other variations thereon or comparable terminology, or by
discussions of strategy that involve risks and uncertainties. The Company wishes to
caution the reader that these forward-looking statements that are not historical facts are
only predictions. No assurances can be given that the future results indicated, whether
expressed or implied, will be achieved. While sometimes presented with numerical
specificity, these projections and other forward-looking statements are based upon a
variety of assumptions relating to the business of the Company, which, although considered
reasonable by the Company, may not be realized. Because of the number and range of
assumptions underlying the Companys projections and forward-looking statements, many
of which are subject to significant uncertainties and contingencies that are beyond the
reasonable control of the Company, some of the assumptions inevitably will not
materialize, and unanticipated events and circumstances may occur subsequent to the date
of this report. These forward-looking statements are based on current expectations and the
Company assumes no obligation to update this information. Therefore, the actual experience
of the Company and the results achieved during the period covered by any particular
projections or forward-looking statements may differ substantially from those projected.
Consequently, the inclusion of projections and other forward-looking statements should not
be regarded as a representation by the Company or any other person that these estimates
and projections will be realized, and actual results may vary materially. There can be no
assurance that any of these expectations will be realized or that any of the
forward-looking statements contained herein will prove to be accurate.

1

---



# Item 1.  Financial
Statements.

# SITESEARCH CORPORATION
                (A DEVELOPMENT STAGE COMPANY)             CONDENSED CONSOLIDATED BALANCE
SHEETS                          (UNAUDITED)

|                                                                      | October 31,
2008 |  | July 31,
2008 |           
|--------------------------------------------------------------------- | ---------------- |  | ------------- | ----------
|
|
|ASSETS                                                                |                  |  |               |           
|Cash and cash equivalents                                             |                  |  | $             | 992,845   
|Other current assets                                                  |                  |  |               | 375       
|Taxes receivable                                                      |                  |  |               | 17,351    
|                                                                      |                  |  |               |           
|Total current assets                                                  |                  |  |               | 1,010,571 
|                                                                      |                  |  |               |           
|Fixed assets (net of accumulated depreciation of $14,626 and $12,252) |                  |  |               | 34,667    
|Deposits                                                              |                  |  |               | 13,260    
|                                                                      |                  |  |               |           
|TOTAL ASSETS                                                          |                  |  | $             | 1,058,498 
|                                                                      |                  |  |               |           
|LIABILITIES AND STOCKHOLDERS' EQUITY                                  |                  | 
|                                                                      |                  | 
|LIABILITIES                                                           |                  | 
|Accounts payable                                                      |                  |  | $             | 2,634     
|Accrued payroll                                                       |                  |  |               |          
|                                                                      |                  |  |               |           
|Total current liabilities                                             |                  |  |               | 2,634     
|                                                                      |                  |  |               |           
|Total liabilities                                                     |                  |  |               | 2,634     
|                                                                      |                  |  |               |           
|STOCKHOLDERS' EQUITY                                                  |                  | 
|Common stock, $0.001 par value; 55,000,000 shares authorized;         |                  | 
|8,049,677 and  7,794,677 shares issued and outstanding                |                  |  |               | 8,050     
|Additional paid-in capital                                            |                  |  |               | 2,574,637 
|Accumulated other comprehensive loss                                  |                  |  |               | (10,055   
|Accumulated deficit                                                   |                  |  |               | (1,516,768
|                                                                      |                  |  |               |           
|Total stockholders' equity                                            |                  |  |               | 1,055,864 
|                                                                      |                  |  |               |           
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                            |                  |  | $             | 1,058,498 
|                                                                      |                  |  |               |           

The accompanying notes
are an integral part of these unaudited consolidated financial statements.

2

---



# SITESEARCH CORPORATION
                   (A DEVELOPMENT STAGE COMPANY)                          CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS                        FOR THE THREE
MONTHS ENDED OCTOBER 31, 2008 AND OCTOBER 31, 2007         AND AUGUST 21, 2006
(INCEPTION) TO OCTOBER 31, 2008                             (Unaudited)

|                                            | Three months ended October 31, |  | August 21, 2006
(Inception) to
October 31, |          
|------------------------------------------- | ------------------------------ |  | ------------------------------------------ | ---------
|
|
|REVENUES                                    |                                |  | $                                          |         
|                                            |                                | 
|OPERATING EXPENSES                          |                                | 
|Selling, general and administrative         |                                |  |                                            | 286,006  
|Depreciation                                |                                |  |                                            | 2,761    
|                                            |                                |  |                                            |          
|Total costs and expenses                    |                                |  |                                            | 288,767  
|                                            |                                |  |                                            |          
|OPERATING LOSS                              |                                |  |                                            | (288,767 
|                                            |                                | 
|OTHER INCOME (EXPENSE)                      |                                | 
|Other income                                |                                |  |                                            |         
|Interest income (expense)                   |                                |  |                                            | (29      
|                                            |                                |  |                                            |          
|Total other (expenses)                      |                                |  |                                            | (29      
|                                            |                                |  |                                            |          
|NET LOSS BEFORE                             |                                | 
|PROVISION FOR INCOME TAXES                  |                                |  |                                            | (288,796 
|                                            |                                | 
|Provision for income taxes                  |                                |  |                                            |         
|                                            |                                |  |                                            |          
|NET LOSS                                    |                                |  |                                            | (288,796 
|                                            |                                |  |                                            |          
|Foreign currency translation adjustments    |                                |  |                                            | (13,191  
|                                            |                                |  |                                            |          
|Comprehensive loss                          |                                |  | $                                          | (301,987 
|                                            |                                |  |                                            |          
|NET LOSS PER COMMON SHARE - BASIC & DILUTED |                                |  | $                                          | (0.04    
|                                            |                                |  |                                            |          
|WEIGHTED AVERAGE COMMON SHARES OUTSTANDING  |                                | 
|BASIC & DILUTED                             |                                |  |                                            | 7,967,040
|                                            |                                |  |                                            |          

The accompanying notes
are an integral part of these unaudited consolidated financial statements.

3

---



# SITESEARCH CORPORATION
         CONSOLIDATED STATEMENTS OF CASH FLOWS                  FOR THE THREE MONTHS
ENDED OCTOBER 31, 2008 AND OCTOBER 31, 2007        AND AUGUST 21, 2006 (INCEPTION) TO
OCTOBER 31, 2008                       (Unaudited)

|                                                                       | Three months ended October 31, |  | August 21, 2006
(Inception) to
October 31, |          
|---------------------------------------------------------------------- | ------------------------------ |  | ------------------------------------------ | ---------
|
|
|CASH FLOWS FROM OPERATING ACTIVITIES                                   |                                |  |                                            |          
|Net loss                                                               |                                |  | $                                          | (288,796 
|Adjustments to reconcile net loss to net cash                          |                                | 
|used in operating activities                                           |                                | 
|Stock based compensation                                               |                                |  |                                            | 41,004   
|Depreciation                                                           |                                |  |                                            | 2,761    
|Changes in assets and liabilities:                                     |                                | 
|Taxes receivable                                                       |                                |  |                                            | 4,566    
|Deposits                                                               |                                |  |                                            | 2,929    
|Accounts payable                                                       |                                |  |                                            | (6,207   
|Other assets                                                           |                                |  |                                            | (191     
|Taxes payable and accrued payroll                                      |                                |  |                                            | (3,276   
|                                                                       |                                |  |                                            |          
|Net cash used in operating activities                                  |                                |  |                                            | (247,210 
|                                                                       |                                |  |                                            |          
|CASH FLOWS FROM INVESTING ACTIVITIES                                   |                                | 
|Acquisitions of fixed assets                                           |                                |  |                                            | (4,396   
|                                                                       |                                |  |                                            |          
|Net cash used in investing activities                                  |                                |  |                                            | (4,396   
|                                                                       |                                |  |                                            |          
|CASH FLOWS FROM FINANCING ACTIVITIES                                   |                                | 
|Proceeds from issuance of common stock and warrants                    |                                |  |                                            | 230,000  
|Proceeds from contributed capital                                      |                                |  |                                            |         
|                                                                       |                                |  |                                            |          
|Net cash provided by financing activities                              |                                |  |                                            | 230,000  
|                                                                       |                                |  |                                            |          
|Effect of exchange rate changes on cash and cash equivalents           |                                |  |                                            | (11,107  
|                                                                       |                                | 
|NET INCREASE IN CASH AND CASH EQUIVALENTS                              |                                |  |                                            | (32,713  
|                                                                       |                                | 
|CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                        |                                |  |                                            | 1,025,558
|                                                                       |                                | 
|CASH AND CASH EQUIVALENTS - END OF PERIOD                              |                                |  | $                                          | 992,845  
|                                                                       |                                |  |                                            |          
|SUPPLEMENTAL SCHEDULE OF CASH PAID FOR:                                |                                | 
|Interest                                                               |                                |  | $                                          |         
|                                                                       |                                |  |                                            |          
|Income taxes                                                           |                                |  | $                                          |         
|                                                                       |                                |  |                                            |          
|SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING AND INVESTING ACTIVITIES: |                                | 
|Receipt of fixed assets as contributed capital                         |                                |  | $                                          |         
|                                                                       |                                |  |                                            |          

The accompanying notes
are an integral part of these unaudited consolidated financial statements.

4

---



# SITESEARCH CORPORATION 
(A DEVELOPMENT STAGE
COMPANY) NOTES TO UNAUDITED
FINANCIAL STATEMENTS

# NOTE 1  BACKGROUND
AND BASIS OF PRESENTATION

Sitesearch Corporation (the
Sitesearch) is a Nevada Corporation founded on August 21, 2006 with a focus on
helping users find the most useful information and websites on the internet. All of the
articles at Sitesearch consist of original dynamic content created, edited, and regularly
updated by the Companys online community.  Through the editorial process,
Sitesearch encourages its users to identify the best websites as they relate to popular
informational topics. Revenues are generated through online advertisements and agreements
with third-parties on a per-click basis. The website was placed online during
April of 2007. Sitesearch is headquartered in Phoenix, Arizona and has operations in
Hermosillo, Sonora, Mexico.

The accompanying unaudited financial
statements as of October 31, 2008 and for the three months ended October 31, 2008 and
2007and period from August 21, 2006 (Inception) to October 31, 2008, respectively, have
been prepared in accordance with generally accepted accounting principles for interim
financial information. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for audited financial
statements. In the opinion of management, the interim information includes all
adjustments, consisting only of normal recurring adjustments, necessary for a fair
presentation of the results for the interim periods. The footnote disclosures related to
the interim financial information included herein are also unaudited. Such financial
information should be read in conjunction with the consolidated financial statements and
related notes thereto as of July 31, 2008 and for the year then ended included in
Sitesearchs Form S-1 filed on November 4, 2008.

# NOTE 2  GOING
CONCERN

The accompanying consolidated
financial statements have been prepared assuming Sitesearch will continue as a going
concern.  Sitesearch is in the development stage and has incurred losses from
continuing operations and operational cash outflows since inception, and does not have
historical revenues from continuing operations. All losses accumulated since the inception
of business ($1,516,768 through October 31, 2008) have been considered as part of
development stage activities.

Sitesearchs ability to fund
working capital, capital expenditures and business development efforts will depend on its
ability to generate cash from operating activities which is subject to, among other
things, its future operating performance, as well as to general economic, financial,
competitive, legislative, regulatory and other conditions, some of which may be beyond its
control. If Sitesearch fails to generate sufficient cash from operations, it will need to
raise additional equity or borrow additional funds to achieve its objectives. There can be
no assurance that Sitesearch will generate sufficient revenues or that equity or
borrowings will be available or, if available, will be at rates or prices acceptable to
Sitesearch. These conditions raise substantial doubt about Sitesearchs ability to
continue as a going concern. The consolidated financial statements do not include any
adjustments that might result from the outcome of these uncertainties.

5

---



# NOTE 3  BALANCE
SHEET INFORMATION

Fixed assets at October 31, 2008 and
July 31, 2008 consisted of the following:

|                               | October 31, 2008 |  | July 31, 2008 |        
|------------------------------ | ---------------- |  | ------------- | -------
|
|
|Furniture and fixtures         |                  |  | $             | 3,350  
|Office equipment               |                  |  |               | 18,574 
|Computer equipment             |                  |  |               | 27,379 
|                               |                  |  |               |        
|Total                          |                  |  |               | 49,303 
|Less: accumulated depreciation |                  |  |               | (14,636
|                               |                  |  |               |        
|Fixed assets, net              |                  |  | $             | 34,667 
|                               |                  |  |               |        

Fixed assets are depreciated using
the straight-line over a period of between 3 and 5 years. Depreciation expense was $2,761
and $1,783 for the three months ended October 31, 2008 and 2007, respectively.

# NOTE 4 
STOCKHOLDERS EQUITY

During the three months ended October
31, 2008, Sitesearch received proceeds of $230,000 from the sale of 230,000 shares of
common stock to a small group of accredited investors. In connection with the issuance of
stock, Sitesearch also issued warrants to purchase an aggregate of 57,500 shares of their
common stock, with an exercise price of $2.25 per share, exercisable for a period of ten
years. All warrants are immediately exercisable. Sitesearch allocated $20,773 of the
proceeds to the warrants based on their relative fair value using the Black-Scholes
pricing model using the assumptions in the table below. The amount of proceeds allocated
to the warrants has been reflected as additional paid in capital in the accompanying
consolidated financial statements.

During the three months ended October
31, 2008, Sitesearch also issued 25,000 shares and warrants to purchase 25,000 shares to
consultants. In connection with the issuance of stock, Sitesearch also issued warrants to
purchase an aggregate of 115,000 shares of their common stock, with an exercise price of
$2.25 per share, exercisable for a period of ten years. All warrants are immediately
exercisable. The aggregate fair value of the warrants equals $9,035 based on the
Black-Scholes pricing model using the assumptions in the table below. Professional service
fees of $31,785 and $57,134, respectively, has been recognized in the three months ended
October 31, 2008 and October 31, 2007, respectively. The amount of proceeds allocated to
the warrants has been reflected as additional paid in capital in the accompanying
consolidated financial statements.

On February 1, 2008, Sitesearch
issued 120,000 stock options to its Chief Financial Officer. All options were issued with
an exercise price of $1.00 and expire in four years (or earlier in the event of
termination). The stock options vest and become exercisable in tranches of 15,000 shares
every 90 days over a two year period from the date of grant. The fair value of this stock
option grant was estimated on the date of grant using the Black-Scholes option pricing
model with the following assumptions: (1) Volatility  73%; (2) Expected life range
of 2 to 3 years; (3) Risk-free rate of return  2.5% and (4) zero dividend rate.
Stock based compensation expense of $28,452 was recognized related to these options in the
twelve months ended July 31, 2008. For the three month period ending October 31, 2008 and
October 31, 2007, Sitesearch recognized $9,219 and $0, respectively of stock based
compensation relative to this grant. In the absence of historical experience regarding
option exercise, SAB 107 allows for estimation of the expected life using the simplified
method computed as the average between the vesting term and the contractual term.

The fair value of each stock option
and warrant grant is estimated on the date of grant using the Black-Scholes option pricing
model with the following range of assumptions:

|                         | Three Months Ended October 31, | 
|------------------------ | ------------------------------ | 
|
|
|Volatility               |                                | 
|Expected life (years)    |                                | 
|Risk-free rate of return |                                | 
|Forfeiture rate          |                                | 

6

---



A summary of stock option
transactions follows:

|                                 | Number of Shares |  | Weighted Average Exercise Price |         | Weighted Average Remaining Contractual Term (in years) |   | Aggregate Intrinsic Value (In-The-Money) Options | 
|-------------------------------- | ---------------- |  | ------------------------------- | ------- | ------------------------------------------------------ | - | ------------------------------------------------ | 
|
|
|Outstanding at July 31, 2008     |                  |  |                                 | 120,000 |                                                        |   |                                                  | 
|Grants                           |                  |  |                                 |        |                                                        |   |                                                  | 
|                                 |                  |  |                                 |         |                                                        |   |                                                  | 
|Outstanding at October 31, 2008  |                  |  |                                 | 120,000 |                                                        | $ | 100                                              | 
|                                 |                  |  |                                 |         |                                                        |   |                                                  | 
|Exerciseable at October 31, 2008 |                  |  |                                 | 45,000  |                                                        | $ | 100                                              | 
|                                 |                  |  |                                 |         |                                                        |   |                                                  | 

The following summarizes
Sitesearchs outstanding options and their respective exercise prices:

|Exercise Price | Number of Shares
|-------------- | ----------------
|$ 1.00         | 120,000         
|               |                 
|               |                 

The following is a summary of warrant
activity:

|                                 | Number of Shares |  | Weighted Average Exercise Price |           | Weighted Average Remaining Contractual Term (in years) |   | Aggregate Intrinsic Value (In-The-Money) Warrants | 
|-------------------------------- | ---------------- |  | ------------------------------- | --------- | ------------------------------------------------------ | - | ------------------------------------------------- | 
|
|
|Outstanding at July 31, 2008     |                  |  |                                 | 1,381,401 |                                                        | $ | 2.25                                              | 
|Grants                           |                  |  |                                 | 82,500    |                                                        | $ | 2.25                                              | 
|                                 |                  |  |                                 |           |                                                        |   |                                                   | 
|Outstanding at October 31, 2008  |                  |  |                                 | 1,463,901 |                                                        | $ | 2.25                                              | 
|                                 |                  |  |                                 |           |                                                        |   |                                                   | 
|Exerciseable at October 31, 2008 |                  |  |                                 | 1,463,901 |                                                        |   | 2.25                                              | 
|                                 |                  |  |                                 |           |                                                        |   |                                                   | 

The
following summarizes Sitesearchs outstanding warrants and their respective exercise
prices:

|Exercise Price | Number of Shares
|-------------- | ----------------
|$ 2.25         | 1,463,901       
|               |                 
|               |                 

7

---



# NOTE 5 
COMMITMENTS AND CONTINGENCIES

Operating leases

Sitesearch leases office space in
Phoenix under a month-to-month operating lease with a 60 day termination notice period.
Sitesearch also leases office space in Mexico under a non-cancelable operating lease
expiring in February 2009.

Future minimum lease payments under
non-cancelable operating leases as of October 31, 2008 is as follows:

|                  | Operating leases | 
|----------------- | ---------------- | 
|
|Remainder of 2008 |                  | 
|2009              |                  | 
|2010              |                  | 
|2011              |                  | 
|Thereafter        |                  | 
|                  |                  | 
|                  |                  | 
|                  |                  | 

8

---

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

The following discussion and
analysis provides information that management believes is relevant for an assessment and
understanding of our results of operations and financial condition.  The following
selected financial information is derived from our historical financial statements and
should be read in conjunction with such financial statements and notes thereto set forth
elsewhere herein and the Forward-Looking Statements explanation included
herein. This information should also be read in conjunction with our audited historical
consolidated financial statements which are included in our Form S-1filed with the
Securities and Exchange Commission on November 4, 2008.

# Overview

We have launched and continue to
develop a proprietary online community and virtual world that combines various emerging
Internet business models: Social bookmarking, social networking, original user generated
content, and other services, all under our Sitesearch brand. Sitesearch users organize,
share, and rank web links, interact with each other through online social networking and
are able to create, post, and collaboratively edit online data and documents. Since our
users are able to discover, dynamically organize and rank content using non-standard
methods and technologies, we offer an alternative to standard search engines for
organizing online information.

We were incorporated in August 2006
as a Nevada corporation. We are headquartered in Phoenix, Arizona with technical
operations based in Sonora, Mexico.

# Results of Operations

General and Administrative

|Three Months Ended October 31, |  | General and Adminsitrative |  | Change from Prior Year |  | Percent Change from Prior Year |       
|------------------------------ |  | -------------------------- |  | ---------------------- |  | ------------------------------ | ------
|
|
|2008                           |  |                            |  | 286,006                |  |                                | 46,898
|2007                           |  |                            |  | 239,108                |  |                                |       

Our general and administrative
expenses increased to $286,006 for the three months ended October 31, 2008 as compared to
$239,108 for the three months ended October 31, 2007. This increase is mainly attributable
to personnel expenses of $160,980 (56% of SG&A) in for the three months ended October
31, 2008 as compared to $121,307 (51% of SG&A) for the three months ended October 31,
2007, including executive and stock based compensation. Professional fee expenses,
including legal and accounting, decreased slightly to $68,213 as compared to $72,947 for
the three months ended October 31, 2008 and 2007, respectively in 2007 which included
stock based compensation.

Net Loss

|Three Months Ended October 31, |  | Net Loss |  | Change from Prior Year |   | Percent Change from Prior Year |        
|------------------------------ |  | -------- |  | ---------------------- | - | ------------------------------ | -------
|
|
|2008                           |  |          |  | (288,796               | ) |                                | (51,898
|2007                           |  |          |  | (236,898               | ) |                                |        

Our net loss increased for the three
months ended October 31, 2008 as compared to the three months ended October 31, 2007,
primarily due to the increase in operating expenses which is discussed above.

9

---



# Liquidity and Capital
Resources

At October 31, 2008, we had working
capital of $1,007,937, comprised of $1,010,571 of current assets and $2,634 of current
liabilities. We expect our working capital balance to fluctuate significantly as we
develop our business.

All of our capital resources to date
have been provided exclusively through the sale of equity securities. From our inception
through October 31, 2008, we received cash proceeds of $2,107,749 from the sale of our
common stock.

We expect to need additional funding
to achieve our business development goals. Our ability to continue as a going concern is
contingent upon our ability to obtain capital through the sale of equity or issuance of
debt, and ultimately attaining profitable operations. There is no assurance that we will
be able to successfully complete these activities.

The report of our registered
independent public accountants on our financial statements at July 31, 2008 contains a
qualification about our ability to continue as a going concern. This qualification is
based on our lack of operating history and negative operating cash flows, among other
things.

Sources and Uses of Cash

We require cash to fund our technical
development activities, to build our operating infrastructure, to pay our personnel and
management team and to finance continued growth.

We expect that the cash flows from
our financing activities will permit us to finance our existing operating activities for
the next twelve months.

Analysis of Cash Flows

Net cash used in operating activities
was $247,210 during the three months ended October 31, 2008. These cash flows consisted of
payments for legal, professional and consulting expenses, executive compensation,
salaries, rent and other expenditures necessary to develop our business infrastructure.
Net cash used in investing activities was $4,396 for the three months ended October 31,
2008, consisting of acquisitions of fixed assets. Net cash provided by financing
activities was $230,000 during the three months ended October 31, 2008 consisting of
proceeds from the issuance of common stock and warrants.

Net cash used in operating activities
was $119,761 during the three months ended October 31, 2007. These cash flows consisted of
payments for legal, professional and consulting expenses, executive compensation,
salaries, rent and other expenditures necessary to develop our business infrastructure.
Net cash used in investing activities was $4,532 for the three months ended October 31,
2007, consisting of acquisitions of fixed assets. Net cash provided by financing
activities was $159,645 during the three months ended October 31, 2007 consisting of
proceeds from the issuance of common stock and warrants of $154,500 and proceeds from
contributed capital of $5,145.

We do not currently have any
off-balance sheet arrangements.

# Recent Accounting
Pronouncements

We do not believe the adoption of any
recently issued accounting pronouncements to have a significant impact on our financial
position or results of operations.

# Inflation and Seasonality

We do not believe that our operations
are significantly impacted by inflation. Our business is not seasonal in nature.

# Item 4. Controls and Procedures.

In accordance with Rule 13a-15(b) of
the Securities Exchange Act of 1934, as amended (the Exchange Act), as of the
end of the period covered by this Quarterly Report on Form 10-Q, Sitesearchs
management evaluated, with the participation of Sitesearchs principal executive
officer and principal financial officer, the effectiveness of the design and operation of
Sitesearchs disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule
15d-15(e) under the Exchange Act). Based on their evaluation of these disclosure controls
and procedures, Sitesearchs chief executive officer and chief financial officer have
concluded that the disclosure controls and procedures were effective as of the end of the
period covered by this report.

10

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There has been no change in
Sitesearchs internal control over financial reporting that occurred during the
quarter covered by this report that has materially affected, or is reasonably likely to
materially affect, Sitesearchs internal control over financial reporting.

It
should be noted that any system of controls, however well designed and operated, can
provide only reasonable, not absolute, assurance that the objectives of the system are
met. In addition, the design of any control system is based in part upon certain
assumptions about the likelihood of future events. Because of these and other inherent
limitations of control systems, there can be no assurance that any design will succeed in
achieving its stated goals under all potential future conditions, regardless how remote.

# PART II  OTHER
INFORMATION

# Item 1. Legal
Proceedings.

As
of the date of this report, Sitesearch Corporation is not currently involved in any legal
proceedings.

# Item 1A. Risk Factors.

There
have been no changes to the risk factors identified in our Form S-1 filed on November 4,
2008 and they are hereby incorporated by reference herein.

# 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.

11

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| |               |             |                           
| | ------------- | ----------- | --------------------------
| | ExhibitNumber | Description | By Reference from
Document

| |      |                                                                                                                          |  
| | ---- | ------------------------------------------------------------------------------------------------------------------------ | -
| | 31.1 | Certification  of Chief  Executive  Officer  Pursuant to Rules  13a-14 and
15d-14 of the Securities Exchange Act of 1934 | *

| |      |                                                                                                                          |  
| | ---- | ------------------------------------------------------------------------------------------------------------------------ | -
| | 31.2 | Certification  of Chief  Financial  Officer  Pursuant to Rules  13a-14 and
15d-14 of the Securities Exchange Act of 1934 | *

| |      |                                                                                                                          |  
| | ---- | ------------------------------------------------------------------------------------------------------------------------ | -
| | 32.1 | Certification  Pursuant to 18 U.S.C.  Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 | *

| |      |                                                                                                                          |  
| | ---- | ------------------------------------------------------------------------------------------------------------------------ | -
| | 32.2 | Certification  Pursuant to 18 U.S.C.  Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 | *

* Filed herewith

12

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# 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.

SITESEARCH CORPORATION
(Registrant)

|                           |                         |                  
|-------------------------- | ----------------------- | -----------------
|                           |                         |                  
|Signature                  | Title                   | Date             
|                           |                         |                  
|/s/ James Dixon            | Chief Executive Officer | December 15, 2008
|James S. Dixon             |                         |                  
|                           |                         |                  
|/s/ Humberto Garcia Borbon | Chief Financial Officer | December 15, 2008
|Humberto Garcia Borbon     |                         |                  
|                           |                         |                  

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