Statement of Beneficial Ownership (sc 13d)
November 15 2016 - 3:17PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of
1934
(Amendment No. _)*
Sitestar
Corporation
(Name of Issuer)
Common
Stock, par value $.001 Per Share
(Title of Class of Securities)
82980W101
(CUSIP Number)
Eriksen
Capital Management LLC
567 Wildrose Circle
Lynden, WA 98264
(360) 393-3019
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November
11, 2016
(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 that is the subject of this Schedule
13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
¨
Note
: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are
to be sent.
*
The remainder of this cover page shall be filled
out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. 82980W101
|
13D
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Page 2 of 5 Pages
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1.
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ERIKSEN CAPITAL MANAGEMENT LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
¨
(b)
¨
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (see instructions)
WC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
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7.
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SOLE VOTING POWER
10,000,000
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8.
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SHARED VOTING POWER
0
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9.
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SOLE DISPOSITIVE POWER
10,000,000
|
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10.
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SHARED DISPOSITIVE POWER
0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000,000
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
¨
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.26%
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14.
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TYPE OF REPORTING PERSON (see instructions)
IA
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CUSIP No. 82980W101
|
13D
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Page 3 of 5 Pages
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1.
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CEDAR CREEK PARTNERS LLC
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2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
¨
(b)
¨
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3.
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SEC USE ONLY
|
4.
|
|
SOURCE OF FUNDS (see instructions)
WC
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5.
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
|
6.
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
7.
|
SOLE VOTING POWER
10,000,000
|
|
8.
|
SHARED VOTING POWER
0
|
|
9.
|
SOLE DISPOSITIVE POWER
10,000,000
|
|
10.
|
SHARED DISPOSITIVE POWER
0
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000,000
|
12.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
¨
|
13.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.26%
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14.
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TYPE OF REPORTING PERSON (see instructions)
PN
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CUSIP No. 82980W101
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13D
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Page 4 of 5 Pages
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The following constitutes the Schedule
13D filed by the undersigned (the “Schedule 13D”).
Item 1. Security and Issuer
This
Schedule 13D relates to shares of the Common Stock, par value $.01 per share (the “Common Stock”), of Sitestar Corporation.
(the “Issuer” or “Sitestar”).
The address of the issuer is 4026 Wards Rd, Suite G1 #271, Lynchburg,
VA 24502.
Item 2. Identity and Background
(a) This Statement
is filed by Tim Eriksen on behalf of Eriksen Capital Management LLC (“ECM”), a registered investment adviser with the
State of Washington. ECM is the managing member of Cedar Creek Partners, LLC (“CCP”), a private investment partnership,
and investment advisor to separately managed accounts. Each of the foregoing is referred to as a “Reporting Person”
and collectively as the “Reporting Persons.” By virtue of his position with ECM, Mr. Eriksen has the sole power to
vote and dispose of the Issuer’s Shares owned by CCP.
(b) The
principal business address of Mr. Eriksen, ECM and CCP is 567 Wildrose Circle, Lynden, WA 98264.
(c) The principal
business of CCP is acquiring, holding and disposing of investments in various companies. The principal business of ECM is serving
as the investment manager of CCP and separately managed accounts. The principal occupation of Mr. Eriksen is serving as the sole
manager of ECM.
(d) No
Reporting Person described herein has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) None of the
Reporting Parties described herein has, during the last five years, been 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 violations
with respect to such laws.
(f) Mr. Eriksen
is a citizen of the United States.
Item 3. Source and Amount of Funds or
Other Consideration
The
Common Stock of the Issuer was acquired through a private placement with working capital of CCP. The amount of funds expended,
excluding commissions, to acquire the shares held by CCP is $500,000.
Item 4. Purpose of Transaction
On November 7,
2016, ECM acquired 10,000,000 shares of Sitestar Common Stock through a private placement of the Issuer’s Common Stock. The
price per share for the Issuer’s Common Stock sold in the Private Placement was $0.05 per share. The shares we acquired because
ECM believed that the Common Stock is undervalued.
CUSIP No. 82980W101
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13D
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Page 5 of 5 Pages
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No Reporting Person has any present plan
or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D
except as set forth in this Schedule 13D. Each of the Reporting Persons intends to review its investment in the Issuer on a continuing
basis and engage in discussions with management and the Board of the Issuer concerning the business, operations and future plans
of the Issuer. Depending on various factors including, without limitation, the Issuer’s financial position and investment
strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, each
of the Reporting Persons may in the future take such actions with respect to its investment in the Issuer as it deems appropriate
including, without limitation, making other proposals to the Issuer concerning changes to the capitalization, ownership structure
or operations of the Issuer, purchasing additional Shares, selling some or all of its Shares, engaging in short selling of or any
hedging or similar transaction with respect to the Shares or changing its intention with respect to any and all matters referred
to in Item 4.
Item 5. Interest in Securities of the
Issuer
At
the time of this filing, Cedar Creek Partners LLC owns 10,000,000 shares of the Issuer’s Common Stock, or 5.26% ownership
interest of the Issuer’s Common Stock, based on 190,230,163 shares outstanding as of November 11, 2016 as reported in the
Issuer’s Form 10-Q, for the period ended September 30, 2016.
Item 6. Contracts, Arrangements, Understanding
or Relationships with Respect to Securities of the Issuer.
Other than as described herein, there are
no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any
other person, with respect to the securities of the Issuer.
Item 7. Material to be Filed as Exhibits
None.
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.
Date: November 15, 2016
ERIKSEN CAPITAL MANAGEMENT
LLC
By:
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/s/ Tim Eriksen
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Tim Eriksen
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Managing Member
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Cedar Creek Partners LLC
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Eriksen Capital Management LLC
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