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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)*
GWIN, Inc.
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(Name of Issuer)
COMMON STOCK
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(Title of Class Securities)
403662109
------------------------------------
(CUSIP Number)
December 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:
|_|Rule 13d-1(b)
|X|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
disclosure 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).
Page 2 of 9 Pages
.........................
CUSIP No. 403662109
.........................
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NAME OF REPORTING PERSONS.
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Constable Advisors, LLC
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2
(A) |_|
(B) |_|
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SEC USE ONLY
3
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CITIZENSHIP OR PLACE OF ORGANIZATION
4
Minnesota
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SOLE VOTING POWER
5
0
------------------------------------------------------------------
NUMBER OF SHARED VOTING POWER
SHARES 6
BENEFICIALLY 0
OWNED BY ------------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 7
PERSON WITH 0
------------------------------------------------------------------
SHARED DISPOSITIVE POWER
8
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
0
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
10 INSTRUCTIONS)
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11 0%
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
12 IA, OO
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Page 3 of 9 Pages
.........................
CUSIP No. 403662109
.........................
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NAME OF REPORTING PERSONS.
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Donald Constable
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2
(A) |_|
(B) |_|
--------------------------------------------------------------------------------
SEC USE ONLY
3
--------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
United States
--------------------------------------------------------------------------------
SOLE VOTING POWER
5
0
------------------------------------------------------------------
NUMBER OF SHARED VOTING POWER
SHARES 6
BENEFICIALLY 0
OWNED BY ------------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 7
PERSON WITH 0
------------------------------------------------------------------
SHARED DISPOSITIVE POWER
8
0
--------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
0
--------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
10 INSTRUCTIONS)
--------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11 0%
--------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
12 CO, IN
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Page 4 of 9 Pages
Item 1.
(a) Name of Issuer
GWIN, Inc.
(b) Address of Issuer's Principal Executive Office
5092 South Jones Boulevard
Las Vegas, NV 89118
Item 2.
(a) Name of Person Filing
This statement is being filed by (i) Constable Advisors, LLC,
a Minnesota limited liability company and managing member of
certain private investment funds ("Manager"),and (ii) Donald
Constable, managing member of the Manager ("Constable")
(collectively, the "Reporting Persons"). Constable controls
Manager by virtue of his position as the sole managing member
of Manager.
Manager's beneficial ownership of the Common Stock is direct
as a result of Manager's discretionary authority to buy, sell,
and vote shares of such Common Stock for its private
investment funds. Constable's beneficial ownership of Common
Stock is indirect as a result of his control of Manager. The
beneficial ownership of the Constable is reported solely
because Rules 13d-1(a) and (b) under the Securities Exchange
Act of 1934, as amended, require any person who is "directly
or indirectly" the beneficial owner of more than five percent
of any equity security of a specified class to file a Schedule
13G within the specified time period. The answers in blocks 5,
7, 9 and 11 above and in responses to item 4 by Constable are
given on the basis of the "indirect" beneficial ownership
referred to in such Rule, based on the direct beneficial
ownership of Common Stock by Manager and the relationship of
Constable to Manager referred to above.
Information with respect to each Reporting Person is given
solely by the respective Reporting Person, and no Reporting
Person undertakes hereby any responsibility for the accuracy
or completeness of such information concerning any other
Reporting Person.
(b) Address of Principal Business Office or, if none, Residence
Manager's and Constable's Principal Business Offices are
located at:
18300 Minnetonka Boulevard, Suite 110
Deephaven, MN 55391
(c) Citizenship
Manager is a Minnesota limited liability company.
Constable is a United States citizen.
(d) Title of Class of Securities
Common
Page 5 of 9 Pages
(e) CUSIP Number
403662109
Item 3 If this statement is filed pursuant to Sections 240.13d(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) |_| 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)
I |_| 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 Section
240.13D-1(b)(1)(ii)(E);
(f) |_| An employee benefit plan or endowment fund in accordance
with Section 240.13d-1(b)(1)(ii)(F);
(g) |_| A parent holding company or control person in accordance
with Section 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 3I(114) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) |_| Group, in accordance with Section
240.13d-1(b)(1)(ii)(J).
Item 4. Ownership
Common Stock:
(a) Amount Beneficially Owned: 0
-
(b) Percent of Class: 0%
--
I Number of shares as to which the joint filers have:
(i) sole power to vote or to direct the vote: 0
-
(ii) shared power to vote of to direct the vote: 0
-
(iii) sole power to dispose or to direct the disposition of: 0
-
(iv) shared power to dispose of or to direct the disposition of: 0
-
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
|X|.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Page 6 of 9 Pages
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
Constable is the equivalent of parent holding companies for purposes of
the Schedule 13G. See Exhibit B.
Item 8 Identification and Classification of Members of the Group
Not applicable.
Item 9 Notice of Dissolution of Group
Not applicable.
Item 10. Certification
(a) The following certification shall be included if the statement is
filed pursuant to 240.13d-l (c):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above 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.
Page 7 of 9 Pages
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.
Date: January 27, 2005
CONSTABLE ADVISORS, LLC
By: /s/ Donald Constable
----------------------
Donald Constable
Managing Member
DONALD CONSTABLE
/s/ Donald Constable
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Page 8 of 9 Pages
EXHIBIT A
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Identification and Classification of Members of the Group
---------------------------------------------------------
Pursuant to Rule 13d-1(b)(ii)(J) and Rule 13d-1(k)(1) under the Securities and
Exchange Act of 1934, the members of the group making this joint filing are
identified and classified as follows:
Name Classification
---- --------------
Not applicable. Not applicable.
Page 9 of 9 Pages
EXHIBIT B
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Joint Filing Agreement Pursuant to Rule 13d-1
---------------------------------------------
This agreement is made pursuant to Rule 13d-1(b)(ii)(J) and Rule 13d-1(k)(1)
under the Securities and Exchange Act of 1934 (the "Act") by and among the
parties listed below, each referred to herein as a "Joint Filer." The Joint
Filers agree that a statement of beneficial ownership as required by Sections
13(g) or 13(d) of the Act and the Rules thereunder may be filed on each of their
behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint
filing may thereafter be amended by further joint filings. The Joint Filers
state that they each satisfy the requirements for making a joint filing under
Rule 13d-1.
Dated: January 27, 2005
CONSTABLE ADVISORS, LLC
By: /s/ Donald Constable
----------------------
Donald Constable
Managing Member
DONALD CONSTABLE
/s/ Donald Constable
--------------------