UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
SITI-SITES.COM, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
847623303
(CUSIP Number)
John Iannitto
Siti-Sites.com, Inc.
594 Broadway, Suite 1001
New York, NY 10012
(212) 925-1181
(Name, address and telephone number of person
authorized to receive notices and communications)
June 8, 2000; June 26, 2000
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1 (b) (3) or (4), check the following box |_|.
Note. Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1 (a) for other parties to whom copies
are to be sent.
<PAGE>
CUSIP No. 847623303 SCHEDULE 13D Page 2 of 5 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
John Iannito
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
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7 SOLE VOTING POWER
1,700,000
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,700,000
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,700,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.3%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer.
The name of the issuer with respect to which this Schedule 13D is being
filed is Siti-Sites.com, Inc. (hereinafter called the "Issuer"). The address of
the Issuer's principal executive offices is 594 Broadway, Suite 1001, New York,
NY 10012. This statement relates to the Issuer's Common Stock, $.001 par value (
"Common Stock").
Item 2. Identity and Background.
(a) This Schedule 13D is being filed on behalf of John Iannitto, the owner
of RSI Marketing.
(b) Mr. Iannitto's business address is 171 Madison Avenue, New York, NY
10016
(c) Mr. Iannitto is an Executive Vice-President of the Issuer.
(d) Mr. Iannitto has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Mr. Iannitto has not, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f) Mr. Iannitto is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
Beneficial Shares Source and Amount of Funds
500,000 Shares subject to options granted by Issuer to purchase
Common Stock exercisable at an exercise price of $0.50
per share purchased pursuant to the Stock Purchase
Agreement between, among others, John Iannitto and
Issuer dated June 8, 2000 ("Stock Purchase Agreement").
1,000,000 Shares of Common Stock purchased pursuant to the Stock
Purchase Agreement.
100,000 Shares of Common Stock received pursuant to the
Employment Arrangement between, among others, John
Iannitto and Issuer dated June 26, 2000 ("Employment
Arrangement").
100,000 Shares subject to options granted by Issuer to purchase
Common Stock exercisable at $.50 per share received
pursuant to the Employment Arrangement.
1,700,000 Total amount of Beneficial Shares.
The source of consideration paid by Mr. Iannitto was personal funds.
Item 4. Purpose of Transactions
The acquisitions of securities reported herein were made by John Iannitto
for investment purposes. Although Mr. Iannitto has no present intention to do
so, he or RSI Marketing may make additional purchases or make sales of Common
Stock either in the open market or in privately negotiated transactions.
Except as set forth in this Item 4, Mr. Iannitto has no other present plan
or proposal that relates to or would result in any of the actions specified in
clauses (a) through (j) of Item 4 of Schedule 13D. However, Mr. Iannitto
reserves the right to propose or participate in future transactions that may
result in one or more of such actions.
<PAGE>
On June 8, 2000, principal investors, directors and executives, Lawrence M.
Powers, Robert Ingenito and John Iannitto, agreed with Issuer to invest
$1,000,000 for common stock and options, on the following basis:
(a) Mr. Powers would invest $500,000 for 2,000,000 shares of common
stock, together with options to purchase an additional 1,000,000
shares for $.50 per share exercisable for five years.
(b) Messrs. Ingenito and Iannitto would each invest $250,000 for
1,000,000 shares of common stock, respectively, together with
options, respectively, to purchase an additional 500,000 shares for
$.50 per share exercisable for five years.
(c) Messrs. Powers, Ingenito and Iannitto plan immediately to divide
their respective investments further among family members and
business associates, consisting of Barclay V. Powers, John DiNozzi
and Mr. Iannitto's son (a minor), in varying amounts by gift or by
assignment.
Additionally, on June 26, 2000, principal investors, directors and
executives, Lawrence M. Powers, Robert Ingenito and John Iannitto, agreed with
Issuer to the following employment arrangements for the fiscal years 2001 and
2002 commencing April 1, 2000 and ending March 2002:
a) Robert Ingenito shall work as Vice-Chairman and President of the
Company, without cash compensation, and receive 300,000 shares of
its Common Stock for the fiscal year 2000, issued immediately, with
a certificate for 150,000 shares delivered to him as soon as
practicable, and a certificate for 150,000 shares delivered to him
on January 5, 2000.
b) Ingenito shall receive options to purchase an additional 300,000
shares, exercisable at $.50 per share, for a five year period ending
June 30, 2006, with an option certificate for 150,000 shares
delivered to him on June 30, 2001 and a similar certificate
delivered to him on January 5, 2002.
c) John Iannitto shall work as Executive Vice-President of the Company,
without cash compensation, and receive 200,000 shares of its Common
Stock for the fiscal year 2000, issued immediately, with a
certificate for 100,000 shares delivered to him as soon as
practicable, and a certificate for 100,000 shares delivered to him
on January 5, 2001.
d) Iannitto shall receive options to purchase an additional 200,000
shares, exercisable at $.50 per share, for a five year period ending
June 30, 2006, with an option certificate for 100,000 shares
delivered to him as soon as practicable, and a certificate for
100,000 shares delivered to him on January 5, 2001.
e) Lawrence M. Powers shall work as Chairman and Chief Executive
Officer of the Company, with neither cash compensation, nor
compensatory shares of Common Stock or options during said two
fiscal years 2001 and 2002.
Item 5. Interest in Securities of the Issuer.
(a) Mr. Iannitto beneficially owns 1,700,000 shares of Common Stock
(including options to purchase 600,000 shares of Common Stock) (See
Item 3). This represents 12.3% of the issued and outstanding Common
Stock.
(b) Mr. Iannitto has sole voting power and dispositive power with
respect to the shares of Common Stock.
(c) There have been no transactions in respect of the Common Stock
during the past 60 days which are required to be reported in this
Item 5 except as described in Item 4.
(d) No person other than Mr. Iannitto has the right to receive or the
power to direct the receipt of dividends from or the proceeds from
the sale of Common Stock beneficially owned by Mr. Iannitto.
<PAGE>
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
None, other than described in Item 4.
Item 7. Material to be Filed as Exhibits.
1. Stock Purchase Agreement dated June 8, 2000 (1)
2. Employment Arrangements Agreement dated June 12, 2000 Entered Into
Between the Company and Messrs. Robert Ingenito and John Iannitto
(1)
3. Stock Option Agreement Dated June 8, 2000, Entered Into Between the
Company and John Iannitto (1)
(1) Incorporated by reference to the Issuer's Annual Report on
Form 10-K filed on June 28, 2000.
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
John Iannitto
/s/ John Iannito
Date: July 25, 2000 ----------------------------------------
