8-K/A

                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported) November 28, 2001

                              SITI-Sites.com, Inc.
             (Exact name of registrant as specified in its charter)

Delaware                            0-15596                  75-1940923
(State or other jurisdiction of     (Commission              IRS Employer
incorporation or organization)      File Number)             Identification No.)

               594 Broadway, Suite 1001, New York, New York 10012
                    (Address of principal executive offices)

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

          (Former name or former address, if changed since last report)


Item 2. Acquisition or Disposition of Assets.

Siti-Sites.com, Inc., a Delaware corporation, and its various divisions
(referred to collectively as "SITI" or the "Company") have been operating as an
Internet media company with three websites for the marketing of news and
services. The Company's websites relate entirely to the music industry. SITI has
lost money continuously since its inception in 1999. Following conclusion of the
second fiscal quarter ended September 30, 2001, management who are its primary
investors, intended to continue operations by investing approximately $600,000
in further equity capital in the Company. But on November 13, 2001 they
determined that such limited funding would not accomplish a meaningful result
for the investors or the Company, and terminated discussions of such financing
plan. The Company has since been liquidating in an orderly manner.

Recent Events

Liquidation.  The previously announced liquidation of the Company's assets is
being brought to conclusion in December, 2001. The Company's only substantial
liability, consisting of the remaining nine months on its lease for office
premises at 594 Broadway in New York City, has been amicably settled, and
terminated as of December 31, 2001. Concurrently office furniture and
unnecessary computers are being sold off expeditiously, and all employees were
terminated in November. A team of two software consultants is being paid in
December and thereafter week to week, to complete the Company's Artist Promotion
System. Attempts will then be made to license portions thereof, working with a
marketing consultant. All three consultants have worked for the Company during
previous months, and will be helpful in enabling the Company to realize any
near-term value in such system. As a result of the termination of all operating
employees, President Robert Ingenito and Executive Vice-President John Iannitto
have determined to resign to pursue their other business interests, but Mr.
Ingenito remains a director of the Company. Mr. Ingenito has purchased excess
computer and copying equipment from the Company for approximately $8,700, at
prices which were no less than could be obtained by the Company on an
arms-length basis from third parties.

Financing.  The Company required a small financing to complete its employee
terminations, asset liquidation and provide for ongoing corporate expenses.
Major investors in the Company have provided $110,000 in equity funds,
purchasing 4,400,000 shares of common stock at $.025 per share, which closed as
of December 7, 2001.

The Company's stock was recently trading at $.03 per share with nominal volume,
during the seven-day offer/closing period. The shares sold to major investors
were not registered under the Securities Act of 1933, were purchased for
investment and are not readily marketable, generally resulting in discounts of
up to 50% in purchase value. There was also substantial business risk to the
purchasers because the Company has no continuing operations and is being
liquidated.

The participating investors were Lawrence M. Powers, Robert Ingenito, John
DiNozzi, John Iannitto, Steven E. Gross and Colvil Investments, in varying
amounts parallel to their respective option holdings. Each purchasing investor
was further required to surrender all of his outstanding options to purchase
common stock of the Company, acquired on making each previous investment. These
consisted of options for a total of 4,400,000 shares, previously exercisable at
prices ranging from $.15 to $2.50 per share, and expiring between 2003 and 2006.
All of such options are now cancelled and terminated, reducing all outstanding
stock options by over 90%. This surrender and cancellation was intended to make
future merger, sale or other business possibilities for the Company easier to
achieve.

The Company will now seek merger or sale possibilities with operating businesses
who perceive value in its publicly traded corporate shell with 5,400
shareholders. The Company has now been audited for the past four fiscal years,
and has neither debt, nor material expenses or ongoing liabilities, except as
required to preserve the corporate entity and make necessary SEC filings. There
are approximately 20,000,000 shares of common stock now outstanding as a result
of the recent financing described above.

The Company has options, previously held by employees in 1998 (before current
major investors purchased control), which still remain outstanding, for the
purchase of 415,577 shares, exercisable at prices ranging from $.35 to $2.15 per
share, expiring between 2004 and 2006.


Item 7. Exhibits

Exhibit No.       Description
- -----------       -----------

10.1              Stock Purchase Offer to Major Investors, November 28, 2001

                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereto duly authorized.

Dated:   December 10, 2001

                                        SITI-Sites.com, Inc.


                                        By  /s/ Lawrence M. Powers
                                          --------------------------------------
                                          Lawrence M. Powers
                                          Chief Executive Officer and
                                          Chairman of the Board of Directors

EX-10.1

Ex. 10.1

Stock Purchase Offer to Major Investors

                                                               November 28, 2001

Lawrence M. Powers, Robert Ingenito, John DiNozzi, John Iannitto, Steven E.
Gross and Colvil Investments (c/o Richard Valente)

At Company Office, 594 Broadway, Suite 1001 (and by Fax and/or Email to each)
New York, N.Y. 10012

                   Re: Stock Purchase Offer to Major Investors
Gentlemen:

As Investors in SITI-Sites.com, Inc. ("SITI"), you are being invited to invest
further sums in SITI to finance its liquidation, possible completion of one
remaining basic product and, hopefully, ultimate sale or merger of its remaining
corporate apparatus for the benefit of all shareholders. Recapping facts that
you all know: To date you have invested a total of approximately $4,000,000 for
stock and options in SITI, and its orderly liquidation and remaining development
operations will require at least an additional $100,000 to be invested therein,
with ongoing costs thereafter (which are being temporarily ignored), in order to
facilitate orderly liquidation. The final capital shortfall was caused by the
October-November investment discussions which aborted two weeks ago, and is
roughly equivalent to SITI's former "burn rate" of $100,000 monthly. Each of you
has been orally briefed on employee terminations, current facts and problems.
You are being offered the right to invest the necessary sums on the following
operating facts, and resulting terms and conditions:

Facts SITI requires at least $50,000 to pay its rent or lease settlement
obligations, temporary operating costs and its reduced corporate expenses for
the next three months. As a second priority, if SITI receives additional
capital, it will start a laboratory type operation to complete its Artist
Promotion Program (APS) software for a try-out period of up to three months; but
an additional $ 50,000 is required under this past week's discussion between
Messrs. Powers and Ingenito.

The short-term goal, however, is fixed, i.e. an orderly liquidation, buy-out of
the lease, and only if capital is received, try-out of the APS lab program. The
long-term goal is also fixed, i.e. a merger or other corporate transaction that
is beneficial to all stockholders. Some Investors have stated an interest in
licensing certain SITI software, and in purchasing items of equipment being
liquidated, but no arrangements have yet been reached with them. Reasonable,
arms-length negotiations on these items of corporate property, in accord with
good corporate practice, will continue as SITI's short-term financing issues are
resolved by this offering.

SITI has a common stock trading yesterday at $ .03 per share, which traded at
$.05 per share for several months prior to its announced plan of liquidation.
Each of you recognizes that if you purchase shares, they are bought for
investment, legended as "unregistered" and not liquid for at least two years
(absent a merger transaction). You also know that SITI has no operating business
now, and its stock trades in a thin, very limited trading market. Legended
investment shares are regularly discounted in value by 50% in any event. The
shares being offered herein may not be worth even the offering price to you,
because of all our business risks far beyond impediments to marketability.

Terms and Conditions Each of you as prior Investors, including your respective
families, is offered the right to buy shares of SITI common stock for a period
of seven days from the date hereof, at the price of $.025 per share, to the
following extent and on the following terms:

      Powers may purchase 1,700,000 shares;
      Ingenito and DiNozzi may purchase 1,300,000 shares;
      Iannitto may purchase 700,000 shares;
      Gross may purchase 500,000 shares; and
      Colvil Investments may purchase 200,000 shares.

No purchase in any lesser amount will be accepted from any Investor. As a
condition to each such purchase, each Investor shall further surrender all of
his existing options to purchase shares of SITI common stock now held by him,
which parallel in amount the offer made to each of them. All such options shall
be deemed cancelled and terminated concurrently with such stock purchase under
this offer. Each of you will surrender your option contracts


concurrently with your payment of the purchase price under this offering. As
earlier mentioned to you, it is in SITI's best interest, for future
possibilities of sale or merger, to eliminate these large blocs of outstanding
options as a part of this offering to you.

Each Investor has been active or knowledgeable about the business of SITI, and
is fully familiar with its financial statements and operations to date. No
representations or warranties with respect thereto are being made by SITI,
except for a representation and warranty that its financial statements and books
of account since December 31, 1998 are true and correct in all respects and
prepared in accordance with generally accepted accounting principles, and that
its filings with the Securities and Exchange Commission since that date are also
true and correct in all respects.

Each Investor will receive an appropriate stock certificate from SITI's stock
transfer agent, shortly following completion of his payment expected no later
than December 7, 2001. No Investor will be required to await the decision of any
other Investor to accept this offer, and because of SITI's pressing need for
liquidation funding, Investor Powers has indicated that he is promptly accepting
this offer.

Each Investor represents that he is purchasing his stock for investment and not
with a view to the public distribution thereof, and his stock certificates shall
bear an appropriate legend as in his prior investments in SITI.

This offer and resulting Agreement may be accepted and executed in multiple
counterparts by each Investor.

If you are in Agreement with the terms hereof, please so indicate in the space
provided below, whereupon this letter shall become a binding Agreement upon SITI
and you.

Very truly yours,

SITI-Sites.com, Inc.

By /s/
  ---------------------------------
  Lawrence M. Powers,
  Chairman/CEO

Offer Accepted and Agreed to:

/s/                                     /s/
- -----------------------------------     ----------------------------------------
Lawrence M. Powers                      John Iannitto

/s/                                     /s/
- -----------------------------------     ----------------------------------------
Robert Ingenito                         Steven E. Gross

/s/                                     /s/
- -----------------------------------     ----------------------------------------
John DiNozzi                            Colvil Investments