UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 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): October 18, 2002
                                                        (October 15, 2002)

                              SITESTAR CORPORATION
                              --------------------
             (Exact name of registrant as specified in its charter)

                                     NEVADA
                                     ------
                 (State or other jurisdiction of incorporation)

                  000-27763                         88-0397234
                  ---------                         ----------
           (Commission File Number)     (IRS Employer Identification No.)

             15303 VENTURA BLVD., SUITE 1510, SHERMAN OAKS, CA 91403
             -------------------------------------------------------
                    (Address of principal executive offices)

                                 (818) 380-8180
                                 --------------
                           (Issuer's telephone number)

                                       N/A
                   (Former name, address and telephone number)





ITEM 1.  CHANGES IN CONTROL OF REGISTRANT

     (a) On October  15,  2002,  Frederick  T.  Manlunas  and  Clinton J. Sallee
entered into a Capital Stock  Purchase  Agreement (the  "Agreement")  with Frank
Erhartic,  Jr. and Julie  Erhartic.  Pursuant to the Agreement,  which closed on
October 15,  2002,  Frederick T.  Manlunas and Clinton J. Sallee sold  4,000,000
shares of Sitestar Corporation's (the "Company") common stock to Frank Erhartic,
Jr. and Julie Erhartic in exchange for an aggregate  purchase price of $100,000.
The 4,000,000  shares acquired by Frank  Erhartic,  Jr. and Julie Erhartic equal
approximately 4% of Sitestar Corporation's issued and outstanding shares.

     Messrs.  Manlunas  and Sallee have  resigned as officers of the Company and
Frank Erhartic, Jr. has been appointed President and Chief Financial Officer and
Julie Erhartic has been appointed Secretary.  Mr. and Mrs. Erhartic will replace
Messrs.  Manlunas  and Sallee on the Board of  Directors of the Company ten days
after a Schedule 14f-1 is delivered to the Company's shareholders.

     (b) The  following  table sets  forth,  as of  October  15,  2002,  certain
information with respect to the Company's  equity  securities owned of record or
beneficially  by (i) each Officer and Director of the Company;  (ii) each person
who owns  beneficially  more than 5% of each class of the Company's  outstanding
equity securities; and (iii) all Directors and Executive Officers as a group.

                                                  Amount and Nature
                   Name and Address               of Beneficial         Percent
Title of Class     of Beneficial Owner            Ownership (1)         of Class
--------------------------------------------------------------------------------
Common Stock       Clinton J. Sallee                 15,675,010          15.69%
                   15303 Ventura Blvd., Ste. 1510
                   Sherman Oaks, CA 91403

Common Stock       Frederick T. Manlunas             16,808,336          16.82%
                   15303 Ventura Blvd., Ste. 1510
                   Sherman Oaks, CA 91403

Common Stock       Frank & Julie Erhartic            16,437,985          16.45%
                   7109 Timberlake Road
                   Lynchburg, VA 24502

All officers and directors as a group (4 persons)    48,921,331          48.96%

------
(1)  Based on 99,892,229 shares outstanding as of October 15, 2002.



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ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

         (c)      Exhibits

            10.l    Capital  Stock  Purchase  Agreement  by which  Frank & Julie
                    Erhartic shall acquire  4,000,000  shares of common stock of
                    Sitestar Corporation (a Nevada  corporation),  dated October
                    15, 2002.



                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant has duly caused this report on Form 8-K to be signed on its behalf by
the undersigned hereunto duly authorized.

                                            SITESTAR CORPORATION,
                                            a Nevada corporation



                                           /S/ FRANK ERHARTIC
                                           ----------------------
                                           BY: Frank Erhartic, Jr.
                                           ITS: President

Date: October 24, 2002



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