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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ______1_____)*
Foxby Corp.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
351645106
(CUSIP Number)
12/31/2004
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[ X ]
Rule 13d-1(b)
[ ]
Rule 13d-1(c)
[ ]
Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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. 351645106.......................................
1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons
(entities only).
...CSS LLC Tax I.D. 36-4236880
.................................................
.................................................
.................................................
..............
2.
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)
.......................................
.......................................
.......................................
.......................................
(b)
.......................................
.X.....................................
.......................................
.......................................
3.
SEC Use Only
.................................................
.................................................
..........................................
4.
Citizenship or Place of Organization
.Chicago,Illinois
.................................................
.................................................
............
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5.
Sole Voting Power
..150,000...............
........................
........................
........................
........................
...........
6.
Shared Voting Power
..................None..
........................
........................
........................
........................
7.
Sole Dispositive
Power....150,000........
........................
........................
........................
........................
...........
8.
Shared Dispositive Power
..None..................
........................
........................
........................
...................
9.
Aggregate Amount Beneficially Owned by Each
Reporting
Person...150,000..........................
..............................
10.
Check if the Aggregate Amount in Row (9)
Excludes Certain Shares (See
Instructions)...........N/A................
11.
Percent of Class Represented by Amount in Row
(9)
..5.76%...........................................
...................................
12.
Type of Reporting Person (See Instructions)
...........BD..................................................
...............................................................
...............................................................
...............................................................
...............................................................
INSTRUCTIONS FOR SCHEDULE 13G
Instructions for Cover Page
(l)
Names and I.R.S. Identification Numbers of Reporting
Persons-Furnish the full legal name of each person for
whom the report is filed-i.e., each person required to
sign the schedule itself-including each member of a group.
Do not include the name of a person required to be
identified in the report but who is not a reporting
person. Reporting persons that are entities are also
requested to furnish their I.R.S. identification numbers,
although disclosure of such numbers is voluntary, not
mandatory (see "SPECIAL INSTRUCTIONS FOR COMPLYING WITH
SCHEDULE 13G" below).
(2)
If any of the shares beneficially owned by a reporting
person are held as a member of a group and that membership
is expressly affirmed, please check row 2(a). If the
reporting person disclaims membership in a group or
describes a relationship with other persons but does not
affirm the existence of a group, please check row 2(b)
[unless it is a joint filing pursuant to Rule 13d1(k)(1)
in which case it may not be necessary to check row 2(b)].
(3)
The third row is for SEC internal use; please leave blank.
(4)
Citizenship or Place of Organization-Furnish citizenship
if the named reporting person is a natural person.
Otherwise, furnish place of organization.
(5)-
(9),
(11)
Aggregate Amount Beneficially Owned By Each Reporting
Person, Etc.-Rows (5) through (9) inclusive, and (11) are
to be completed in accordance with the provisions of Item
4 of Schedule 13G. All percentages are to be rounded off
to the nearest tenth (one place after decimal point).
(10)
Check if the aggregate amount reported as beneficially
owned in row (9) does not include shares as to which
beneficial ownership is disclaimed pursuant to Rule 13d-4
(17 CFR 240.13d-4] under the Securities Exchange Act of
1934.
(12)
Type of Reporting Person-Please classify each "reporting
person" according to the following breakdown (see Item 3
of Schedule 13G) and place the appropriate symbol on the
form:
Category
Symbol
Broker Dealer
BD
Bank
BK
Insurance Company
IC
Investment Company
IV
Investment Adviser
IA
Employee Benefit Plan, Pension Fund, or Endowment
Fund
EP
Parent Holding Company/Control Person
HC
Savings Association
SA
Church Plan
CP
Corporation
CO
Partnership
PN
Individual
IN
Other
OO
Notes:
Attach as many copies of the second part of the cover page
as are needed, one reporting person per page.
Filing persons may, in order to avoid unnecessary
duplication, answer items on the schedules (Schedule 13D,
13G or 14D1) by appropriate cross references to an item or
items on the cover page(s). This approach may only be used
where the cover page item or items provide all the
disclosure required by the schedule item. Moreover, such a
use of a cover page item will result in the item becoming
a part of the schedule and accordingly being considered as
"filed" for purposes of Section 18 of the Securities
Exchange Act or otherwise subject to the liabilities of
that section of the Act.
Reporting persons may comply with their cover page filing
requirements by filing either completed copies of the
blank forms available from the Commission, printed or
typed facsimiles, or computer printed facsimiles, provided
the documents filed have identical formats to the forms
prescribed in the Commission's regulations and meet
existing Securities Exchange Act rules as to such matters
as clarity and size (Securities Exchange Act Rule 12b-12).
SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G
Under Sections 13(d), 13(g), and 23 of the Securities Exchange
Act of 1934 and the rules and regulations thereunder, the
Commission is authorized to solicit the information required
to be supplied by this schedule by certain security holders of
certain issuers.
Disclosure of the information specified in this schedule is
mandatory, except for I.R.S. identification numbers,
disclosure of which is voluntary. The information will be used
for the primary purpose of determining and disclosing the
holdings of certain beneficial owners of certain equity
securities. This statement will be made a matter of public
record. Therefore, any information given will be available for
inspection by any member of the public.
Because of the public nature of the information, the
Commission can use it for a variety of purposes, including
referral to other governmental authorities or securities self-
regulatory organizations for investigatory purposes or in
connection with litigation involving the Federal securities
laws or other civil, criminal or regulatory statutes or
provisions. I.R.S. identification numbers, if furnished, will
assist the Commission in identifying security holders and,
therefore, in promptly processing statements of beneficial
ownership of securities.
Failure to disclose the information requested by this
schedule, except for I.R.S. identification numbers, may result
in civil or criminal action against the persons involved for
violation of the Federal securities laws and rules promulgated
thereunder.
GENERAL INSTRUCTIONS
A.
Statements filed pursuant to Rule 13d-1(b) containing
the information required by this schedule shall be
filed not later than February 14 following the
calendar year covered by the statement or within the
time specified in Rules 13d-1(b)(2) and 13d2(c).
Statements filed pursuant to Rule 13d-1(c) shall be
filed within the time specified in Rules 13d-1(c),
13d-2(b) and 13d-2(d). Statements filed pursuant to
Rule 13d-1(d) shall be filed not later than February
14 following the calendar year covered by the
statement pursuant to Rules 13d-1(d) and 13d-2(b).
B.
Information contained in a form which is required to
be filed by rules under section 13(f) (15 U.S.C.
78m(f)) for the same calendar year as that covered by
a statement on this schedule may be incorporated by
reference in response to any of the items of this
schedule. If such information is incorporated by
reference in this schedule, copies of the relevant
pages of such form shall be filed as an exhibit to
this schedule.
C.
The item numbers and captions of the items shall be
included but the text of the items is to be omitted.
The answers to the items shall be so prepared as to
indicate clearly the coverage of the items without
referring to the text of the items. Answer every item.
If an item is inapplicable or the answer is in the
negative, so state.
Item 1.
(a)
Name of Issuer Foxby Corp.
(b)
Address of Issuer's Principal Executive
Offices 11 Hanover Square, 12th Floor
New York, NY 10005
Item 2.
(a)
Name of Person Filing CSS, LLC
(b)
Address of Principal Business Office or, if
none, Residence 175 W. Jackson, Suite 440,
Chicago, IL 60604
(c)
Citizenship Chicago, IL
(d)
Title of Class of Securities Common Stock
(e)
CUSIP Number 351645106
Item 3.
If this statement is filed pursuant to 240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person
filing is a:
(a)
[XX ]
Broker or dealer registered
under section 15 of the Act
(15 U.S.C. 78o).
(b)
[ ]
Bank as defined in section
3(a)(6) of the Act (15
U.S.C. 78c).
(c)
[ ]
Insurance company as defined
in section 3(a)(19) of the
Act (15 U.S.C. 78c).
(d)
[ ]
Investment company
registered under section 8
of the Investment Company
Act of 1940 (15 U.S.C 80a-
8).
(e)
[ ]
An investment adviser in
accordance with 240.13d-
1(b)(1)(ii)(E);
(f)
[ ]
An employee benefit plan or
endowment fund in accordance
with 240.13d-
1(b)(1)(ii)(F);
(g)
[ ]
A parent holding company or
control person in accordance
with 240.13d-
1(b)(1)(ii)(G);
(h)
[ ]
A savings associations as
defined in Section 3(b) of
the Federal Deposit
Insurance Act (12 U.S.C.
1813);
(i)
[ ]
A church plan that is
excluded from the definition
of an investment company
under section 3(c)(14) of
the Investment Company Act
of 1940 (15 U.S.C. 80a-3);
(j)
[ ]
Group, in accordance with
240.13d-1(b)(1)(ii)(J).
Item 4.
Ownership.
Provide the following information regarding the aggregate
number and percentage of the class of securities of the issuer
identified in Item 1.
(a)
Amount beneficially owned:
_150,000_______________________.
(b)
Percent of class:
__5.76%__________________________.
(c)
Number of shares as to which the person has:
(i)
Sole power to vote or to
direct the vote
_150,000__________.
(ii)
Shared power to vote or to
direct the vote
__none________________.
(iii)
Sole power to dispose or to
direct the disposition of
__150,000_______________.
(iv)
Shared power to dispose or
to direct the disposition of
__none_____________.
Instruction. For computations regarding securities which
represent a right to acquire an underlying security see
240.13d3(d)(1).
Item 5.
Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [n/a].
Instruction: Dissolution of a group requires a response to this
item.
Item 6.
Ownership of More than Five Percent on Behalf of
Another Person.
If any other person is known to have the right to receive or
the power to direct the receipt of dividends from, or the
proceeds from the sale of, such securities, a statement to that
effect should be included in response to this item and, if such
interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of
an investment company registered under the Investment Company
Act of 1940 or the beneficiaries of employee benefit plan,
pension fund or endowment fund is not required. Not applicable.
Item 7.
Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the
Parent Holding Company
If a parent holding company has filed this schedule, pursuant
to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach
an exhibit stating the identity and the Item 3 classification
of the relevant subsidiary. If a parent holding company has
filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d),
attach an exhibit stating the identification of the relevant
subsidiary. Not applicable.
Item 8.
Identification and Classification of Members of the
Group
If a group has filed this schedule pursuant to 240.13d-
1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an
exhibit stating the identity and Item 3 classification of each
member of the group. If a group has filed this schedule
pursuant to 240.13d-1(c) or 240.13d-1(d), attach an exhibit
stating the identity of each member of the group. Not
applicable.
Item 9.
Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an exhibit
stating the date of the dissolution and that all further
filings with respect to transactions in the security reported
on will be filed, if required, by members of the group, in
their individual capacity. See Item 5. Not applicable.
Item
10.
Certification
(a)
The following certification shall be
included if the statement is filed pursuant
to 240.13d-1(b):
By signing below I certify that, to the
best of my knowledge and belief, the
securities referred to above were
acquired and are held in the ordinary
course of business and were not
acquired and are not held for the
purpose of or with the effect of
changing or influencing the control of
the issuer of the securities and were
not acquired and are not held in
connection with or as a participant in
any transaction having that purpose or
effect.
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.
________February_03,_2005_______________
Date
________________________________
Signature
_Michael_J. Carusillo/ Manager Member
Name/Title
The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized
representative. If the statement is signed on behalf of a
person by his authorized representative other than an
executive officer or general partner of the filing person,
evidence of the representative's authority to sign on behalf
of such person shall be filed with the statement, provided,
however, that a power of attorney for this purpose which is
already on file with the Commission may be incorporated by
reference. The name and any title of each person who signs the
statement shall be typed or printed beneath his signature.
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 for whom copies are
to be sent.
Attention:
Intentional misstatements or omissions of fact
constitute Federal criminal violations
(See 18 U.S.C. 1001)