Filing Details

 

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

Page 2 of 5 Pages

 

 

1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) ERIKSEN CAPITAL MANAGEMENT LLC
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)    ¨ (b)    ¨
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions)   WC
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%
14.		TYPE OF REPORTING PERSON (see instructions) IA

 

CUSIP No. 82980W101

13D

Page 3 of 5 Pages

 

 

1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) CEDAR CREEK PARTNERS LLC
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)    ¨ (b)    ¨
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions)   WC
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%
14.		TYPE OF REPORTING PERSON (see instructions) PN

 

CUSIP No. 82980W101

13D

Page 4 of 5 Pages

 

 

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

13D

Page 5 of 5 Pages

 

 

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:	/s/ Tim Eriksen
	Tim Eriksen
	Managing Member
	Cedar Creek Partners LLC
	Eriksen Capital Management LLC