As Filed with the Securities and Exchange Commission on November 30, 2000
                                               Registration No. 333-
===============================================================================

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                              SITESTAR CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)


            NEVADA                                       88-0397234
(State or Other Jurisdiction of            (I.R.S. Employer Identification No.)
Incorporation or Organization)

       16133 Ventura Boulevard, Suite 635,
                  Encino CA                               91436
      (Address of Principal Executive Offices)          (Zip Code)


                   SITESTAR CORPORATION 1998 STOCK OPTION PLAN
                            (Full Title of the Plan)

                                Clinton J. Sallee
                       16133 Ventura Boulevard, Suite 635
                                 Encino CA 91436
                                 (818) 981 4519
            (Name, Address and Telephone Number of Agent for Service)

                                 With a copy to:
                               Alan C. Sklar, Esq.
                       Sklar Warren Conway & Williams LLP
                          221 N. Buffalo Drive, Suite A
                             Las Vegas, Nevada 89145
                                 (702) 360-6000

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
                                      Proposed     Proposed
                                      Maximum      Maximum
Title of Each Class                   Offering     Aggregate    Amount of
of Securities to be    Amount to be   Price Per    Offering    Registration
    Registered         Registered(1)    Share       Price       Fee(1)(2)
---------------------  ------------   ---------    ---------   ------------
Common Stock, par       3,000,000       $0.155      $465,000     $122.76
 value $0.001
-------------------------------------------------------------------------------

(1) This  Registration  Statement  covers any additional  shares of Common Stock
which become issuable under the Sitestar  Corporation  1998 Stock Option Plan of
Sitestar   Corporation   by  reason  of  any  stock   dividend,   stock   split,
recapitalization or other similar transaction  effected without the Registrant's
receipt  of  consideration  which  results  in an  increase  in  the  number  of
outstanding shares of the Registrant's Common Stock.

(2) Estimated  pursuant to paragraphs  (c) and (h) of Rule 457 of the Securities
Act, solely for the purpose of calculating the registration  fee, based upon the
average of the high and low sales  prices of shares of Common  Stock on November
29, 2000 as reported on Over the Counter Bulletin Board.

<PAGE>


                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1. PLAN INFORMATION.

See Item 2 below.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

The documents containing the information specified in Part I, Items 1 and 2 will
be delivered to each of the  participants  in accordance  with Form S-8 and Rule
428  promulgated  under the Securities Act of 1933.  The  participants  shall be
provided  with a written  statement  notifying  them that upon  written  or oral
request they will be provided, without charge, (a) the documents incorporated by
reference  in Item 3 of Part II of the  registration  statement,  and (b)  other
documents  required to be delivered  pursuant to Rule 428(b). The statement will
inform the  participants  that these documents are  incorporated by reference in
the Section 10(a) prospectus, and shall include the address and telephone number
to which the request is to be directed.


                                     PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

Sitestar  Corporation  hereby  incorporates by reference into this  Registration
Statement the  following  documents  previously  filed with the  Securities  and
Exchange Commission ("SEC"):

     1. The Annual  Report on Form 10-KSB for the year ended  December 31, 1999,
     filed with the SEC on April 13,  2000 and amended on April 12 and April 19,
     2000.

     2. The  Quarterly  Reports on Form 10-QSB for the quarters  ended March 31,
     2000,  June 30, 2000 and September 30, 2000,  filed with the SEC on May 15,
     2000, August 14, 2000 and November 14, 2000, respectively; and

     3. The  description  of our common stock set forth in the  Amendment No. 4,
     Registration Statement on Form 10-SB, filed with the SEC on March 31, 2000.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.


ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

<PAGE>


ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Nevada  General  Corporation  Law allows us to  indemnify  our  officers and
directors from liability incurred by reason of the fact that he or she is or was
an officer or director of the corporation. We may authorize such indemnification
if we determine that it is proper under the  circumstances.  This  determination
can be authorized based on a vote of our  stockholders,  by a majority vote of a
quorum of directors who were not parties to the relevant legal action,  or under
certain  circumstances,  by independent legal counsel in a written opinion.  The
indemnification can include,  but is not limited to,  reimbursement of all fees,
including amounts paid in settlement and attorney's fees actually and reasonably
incurred,  in connection with the defense or settlement of any action or suit by
the officer or director.  The Restated Articles of Incorporation and the By-Laws
of  Sitestar  Corporation  contain  provisions  relating to  indemnification  of
officers and directors. Those provisions appear below.

Article XII of the Articles of Incorporation of Sitestar Corporation provides as
follows:

No  director or officer of the  Corporation  shall be  personally  liable to the
Corporation or any of its  stockholders for damages for breach of fiduciary duty
as a director or officer  involving  any act or omission of any such director or
officer; provided,  however, that the foregoing provision shall not eliminate or
limit the  liability  of a director or officer (i) for acts or  omissions  which
involve intentional misconduct, fraud or a knowing violation of law, or (ii) the
payment  of  dividends  in  violation  of Section  78.300 of the Nevada  Revised
Statutes.  Any repeal or modification of this Article by the stockholders of the
Corporation  shall be  prospective  only,  and shall not  adversely  affect  any
limitation on the personal liability of a director or officer of the Corporation
for acts or omissions prior to such repeal or modification.

Article X, Section 3 of the By-Laws of Sitestar Corporation provides as follows:

Subject to applicable law, the corporation may indemnify any Director,  Officer,
agent or employee as to those  liabilities  and on those terms and conditions as
appropriate.  In any event, the corporation shall have the right to purchase and
maintain  insurance on behalf of any such persons whether or not the corporation
would have the power to  indemnify  such person  against the  liability  insured
against.

At present,  there is no pending litigation or proceeding  involving a director,
officer,  employee or agent of our company as to which  indemnification is being
sought.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable.

ITEM 8.  EXHIBITS.

The Exhibits  required by Item 601 of Regulation S-B, and an index thereto,  are
attached.

<PAGE>

ITEM 9.  UNDERTAKINGS.

(a)  The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this registration statement:

          (i)  To include any  prospectus  required  by section  10(a)(3) of the
               Securities Act of 1933;

          (ii) To reflect in the  prospectus  any facts or events  arising after
               the  effective  date of the  registration  statement (or the most
               recent post-effective  amendment thereof) which,  individually or
               in  the  aggregate,   represent  a  fundamental   change  in  the
               information   set   forth   in   the   registration    statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the  changes  in volume  and price  represent  no more than a 20%
               change in the maximum  aggregate  offering price set forth in the
               "Calculation  of   Registration   Fee"  table  in  the  effective
               registration statement.

          (iii)To include any material  information  with respect to the plan of
               distribution   not  previously   disclosed  in  the  registration
               statement  or any  material  change  to such  information  in the
               registration statement.

          Provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) of this
          section  do not apply if the  registration  statement  is on Form S-3,
          Form S-8 or Form F-3, and the information required to be included in a
          post-effective  amendment by those paragraphs is contained in periodic
          reports filed with or furnished to the  Commission  by the  registrant
          pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
          that are incorporated by reference in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities  being registered that remain unsold at the termination of the
offering.

<PAGE>

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange  Act of 1934 that is  incorporated  by  reference  in the  registration
statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


<PAGE>



                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City of Los  Angeles,  State  of  California, this  29th of
November, 2000.

                              SITESTAR CORPORATION
                                   (Registrant)


                             By: /s/ CLINTON J. SALLEE
                                 -----------------------
                                 Clinton J. Sallee
                                 President

Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement has been signed by the following  persons in the capacities  indicated
on November 29, 2000.


    Signature                     Title                                Date

/s/ Frederick T. Manlunas     Chairman of the Board            November 29, 2000
-------------------------
Frederick T. Manlunas

/s/ Clinton J. Sallee         President and Chief Executive    November 29, 2000
--------------------------    Officer (Principal Accounting
Clinton J. Sallee             Officer)

/s/ Kevork Zoryan             Director                         November 29, 2000
--------------------------
Kevork Zoryan



<PAGE>

                                  EXHIBIT INDEX

EXHIBIT
NUMBER            DESCRIPTION
-------           -----------
3.1(i)         Articles of  Incorporation of  the Registrant (December 17, 1992)
               (filed  as  Exhibit  3.1(i)  to the  Form  10-SB  filed  with the
               Commission  on  October  22,  1999  and  hereby  incorporated  by
               referenced).

3.1(ii)        Amended  Articles  of  Incorporation  (July 29, 1998)  (filed  as
               Exhibit  3.1(ii) to the Form 10-SB filed with the  Commission  on
               October 22, 1999 and hereby incorporated by referenced)

3.1(iii)       Amended  Articles  of  Incorporation  (October 26, 1998)  (filed
               as Exhibit  3.1(iii) to the Form 10-SB filed with the  Commission
               on October 22, 1999 and hereby incorporated by referenced)

3.1(iv)        Amended  Articles  of  Incorporation  (July 14, 1999) (filed  as
               Exhibit  3.1(iv) to the Form 10-SB filed with the  Commission  on
               October 22, 1999 and hereby incorporated by referenced)

3.1(v)         Amended  Articles  of  Incorporation  (July 28,  1999) (filed  as
               Exhibit  3.1(v) to the Form 10-SB  filed with the  Commission  on
               October 22, 1999 and hereby incorporated by referenced)

3.2            By-laws of the  Registrant  (December 17,  1992)(filed as Exhibit
               3.2(I) to the Form 10-SB filed with the Commission on October 22,
               1999 and hereby incorporated by referenced)

5.1.           Opinion of Sklar  Warren Conway & Williams LLP as to the validity
               of the Common Stock being registered hereunder.

23.1           Consent of Merdinger, Fruchter, Rosen & Corso, P.C.

23.2           Consent of Sklar Warren Conway & Williams LLP  (Reference is made
               to Exhibit 5.1).

99.1           Sitestar Corporation 1998 Stock Option Plan.
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 16207}]
{"company-data": {"conformed-name": "SITESTAR CORP", "cik": "0001096934", "assigned-sic": "6770", "irs-number": "880397243", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-50946", "film-number": "780920"}, "business-address": {"street1": "16133 VENTURA BLVD", "street2": "STE 635", "city": "ENCINO", "state": "CA", "zip": "91436", "phone": "8189814519"}, "mail-address": {"street1": "16133 VENTURA BLVD", "street2": "STE 635", "city": "ENCINO", "state": "CA", "zip": "91436"}}
As Filed with the Securities and Exchange Commission on November 30, 2000
                                               Registration No. 333-
===============================================================================

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              SITESTAR CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

            NEVADA                                       88-0397234
(State or Other Jurisdiction of            (I.R.S. Employer Identification No.)
Incorporation or Organization)

       16133 Ventura Boulevard, Suite 635,
                  Encino CA                               91436
      (Address of Principal Executive Offices)          (Zip Code)

                   SITESTAR CORPORATION 1998 STOCK OPTION PLAN
                            (Full Title of the Plan)

                                Clinton J. Sallee
                       16133 Ventura Boulevard, Suite 635
                                 Encino CA 91436
                                 (818) 981 4519
            (Name, Address and Telephone Number of Agent for Service)

                                 With a copy to:
                               Alan C. Sklar, Esq.
                       Sklar Warren Conway & Williams LLP
                          221 N. Buffalo Drive, Suite A
                             Las Vegas, Nevada 89145
                                 (702) 360-6000

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
                                      Proposed     Proposed
                                      Maximum      Maximum
Title of Each Class                   Offering     Aggregate    Amount of
of Securities to be    Amount to be   Price Per    Offering    Registration
    Registered         Registered(1)    Share       Price       Fee(1)(2)
---------------------  ------------   ---------    ---------   ------------
Common Stock, par       3,000,000       $0.155      $465,000     $122.76
 value $0.001
-------------------------------------------------------------------------------

(1) This  Registration  Statement  covers any additional  shares of Common Stock
which become issuable under the Sitestar  Corporation  1998 Stock Option Plan of
Sitestar   Corporation   by  reason  of  any  stock   dividend,   stock   split,
recapitalization or other similar transaction  effected without the Registrant's
receipt  of  consideration  which  results  in an  increase  in  the  number  of
outstanding shares of the Registrant's Common Stock.

(2) Estimated  pursuant to paragraphs  (c) and (h) of Rule 457 of the Securities
Act, solely for the purpose of calculating the registration  fee, based upon the
average of the high and low sales  prices of shares of Common  Stock on November
29, 2000 as reported on Over the Counter Bulletin Board.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1. PLAN INFORMATION.

See Item 2 below.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

The documents containing the information specified in Part I, Items 1 and 2 will
be delivered to each of the  participants  in accordance  with Form S-8 and Rule
428  promulgated  under the Securities Act of 1933.  The  participants  shall be
provided  with a written  statement  notifying  them that upon  written  or oral
request they will be provided, without charge, (a) the documents incorporated by
reference  in Item 3 of Part II of the  registration  statement,  and (b)  other
documents  required to be delivered  pursuant to Rule 428(b). The statement will
inform the  participants  that these documents are  incorporated by reference in
the Section 10(a) prospectus, and shall include the address and telephone number
to which the request is to be directed.

                                     PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

Sitestar  Corporation  hereby  incorporates by reference into this  Registration
Statement the  following  documents  previously  filed with the  Securities  and
Exchange Commission ("SEC"):

     1. The Annual  Report on Form 10-KSB for the year ended  December 31, 1999,
     filed with the SEC on April 13,  2000 and amended on April 12 and April 19,
     2000.

     2. The  Quarterly  Reports on Form 10-QSB for the quarters  ended March 31,
     2000,  June 30, 2000 and September 30, 2000,  filed with the SEC on May 15,
     2000, August 14, 2000 and November 14, 2000, respectively; and

     3. The  description  of our common stock set forth in the  Amendment No. 4,
     Registration Statement on Form 10-SB, filed with the SEC on March 31, 2000.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Nevada  General  Corporation  Law allows us to  indemnify  our  officers and
directors from liability incurred by reason of the fact that he or she is or was
an officer or director of the corporation. We may authorize such indemnification
if we determine that it is proper under the  circumstances.  This  determination
can be authorized based on a vote of our  stockholders,  by a majority vote of a
quorum of directors who were not parties to the relevant legal action,  or under
certain  circumstances,  by independent legal counsel in a written opinion.  The
indemnification can include,  but is not limited to,  reimbursement of all fees,
including amounts paid in settlement and attorney's fees actually and reasonably
incurred,  in connection with the defense or settlement of any action or suit by
the officer or director.  The Restated Articles of Incorporation and the By-Laws
of  Sitestar  Corporation  contain  provisions  relating to  indemnification  of
officers and directors. Those provisions appear below.

Article XII of the Articles of Incorporation of Sitestar Corporation provides as
follows:

No  director or officer of the  Corporation  shall be  personally  liable to the
Corporation or any of its  stockholders for damages for breach of fiduciary duty
as a director or officer  involving  any act or omission of any such director or
officer; provided,  however, that the foregoing provision shall not eliminate or
limit the  liability  of a director or officer (i) for acts or  omissions  which
involve intentional misconduct, fraud or a knowing violation of law, or (ii) the
payment  of  dividends  in  violation  of Section  78.300 of the Nevada  Revised
Statutes.  Any repeal or modification of this Article by the stockholders of the
Corporation  shall be  prospective  only,  and shall not  adversely  affect  any
limitation on the personal liability of a director or officer of the Corporation
for acts or omissions prior to such repeal or modification.

Article X, Section 3 of the By-Laws of Sitestar Corporation provides as follows:

Subject to applicable law, the corporation may indemnify any Director,  Officer,
agent or employee as to those  liabilities  and on those terms and conditions as
appropriate.  In any event, the corporation shall have the right to purchase and
maintain  insurance on behalf of any such persons whether or not the corporation
would have the power to  indemnify  such person  against the  liability  insured
against.

At present,  there is no pending litigation or proceeding  involving a director,
officer,  employee or agent of our company as to which  indemnification is being
sought.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable.

ITEM 8.  EXHIBITS.

The Exhibits  required by Item 601 of Regulation S-B, and an index thereto,  are
attached.
ITEM 9.  UNDERTAKINGS.

(a)  The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this registration statement:

          (i)  To include any  prospectus  required  by section  10(a)(3) of the
               Securities Act of 1933;

          (ii) To reflect in the  prospectus  any facts or events  arising after
               the  effective  date of the  registration  statement (or the most
               recent post-effective  amendment thereof) which,  individually or
               in  the  aggregate,   represent  a  fundamental   change  in  the
               information   set   forth   in   the   registration    statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the  changes  in volume  and price  represent  no more than a 20%
               change in the maximum  aggregate  offering price set forth in the
               "Calculation  of   Registration   Fee"  table  in  the  effective
               registration statement.

          (iii)To include any material  information  with respect to the plan of
               distribution   not  previously   disclosed  in  the  registration
               statement  or any  material  change  to such  information  in the
               registration statement.

          Provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) of this
          section  do not apply if the  registration  statement  is on Form S-3,
          Form S-8 or Form F-3, and the information required to be included in a
          post-effective  amendment by those paragraphs is contained in periodic
          reports filed with or furnished to the  Commission  by the  registrant
          pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
          that are incorporated by reference in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities  being registered that remain unsold at the termination of the
offering.
(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange  Act of 1934 that is  incorporated  by  reference  in the  registration
statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City of Los  Angeles,  State  of  California, this  29th of
November, 2000.

                              SITESTAR CORPORATION
                                   (Registrant)

                             By: /s/ CLINTON J. SALLEE
                                 -----------------------
                                 Clinton J. Sallee
                                 President

Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement has been signed by the following  persons in the capacities  indicated
on November 29, 2000.

    Signature                     Title                                Date

/s/ Frederick T. Manlunas     Chairman of the Board            November 29, 2000
-------------------------
Frederick T. Manlunas

/s/ Clinton J. Sallee         President and Chief Executive    November 29, 2000
--------------------------    Officer (Principal Accounting
Clinton J. Sallee             Officer)

/s/ Kevork Zoryan             Director                         November 29, 2000
--------------------------
Kevork Zoryan
EXHIBIT INDEX

EXHIBIT
NUMBER            DESCRIPTION
-------           -----------
3.1(i)         Articles of  Incorporation of  the Registrant (December 17, 1992)
               (filed  as  Exhibit  3.1(i)  to the  Form  10-SB  filed  with the
               Commission  on  October  22,  1999  and  hereby  incorporated  by
               referenced).

3.1(ii)        Amended  Articles  of  Incorporation  (July 29, 1998)  (filed  as
               Exhibit  3.1(ii) to the Form 10-SB filed with the  Commission  on
               October 22, 1999 and hereby incorporated by referenced)

3.1(iii)       Amended  Articles  of  Incorporation  (October 26, 1998)  (filed
               as Exhibit  3.1(iii) to the Form 10-SB filed with the  Commission
               on October 22, 1999 and hereby incorporated by referenced)

3.1(iv)        Amended  Articles  of  Incorporation  (July 14, 1999) (filed  as
               Exhibit  3.1(iv) to the Form 10-SB filed with the  Commission  on
               October 22, 1999 and hereby incorporated by referenced)

3.1(v)         Amended  Articles  of  Incorporation  (July 28,  1999) (filed  as
               Exhibit  3.1(v) to the Form 10-SB  filed with the  Commission  on
               October 22, 1999 and hereby incorporated by referenced)

3.2            By-laws of the  Registrant  (December 17,  1992)(filed as Exhibit
               3.2(I) to the Form 10-SB filed with the Commission on October 22,
               1999 and hereby incorporated by referenced)

5.1.           Opinion of Sklar  Warren Conway & Williams LLP as to the validity
               of the Common Stock being registered hereunder.

23.1           Consent of Merdinger, Fruchter, Rosen & Corso, P.C.

23.2           Consent of Sklar Warren Conway & Williams LLP  (Reference is made
               to Exhibit 5.1).

99.1           Sitestar Corporation 1998 Stock Option Plan.