UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-Q
QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number 811-09261
Foxby Corp.
(Exact name of registrant as specified in charter)
11 Hanover Square, 12th Floor
New York, NY 10005
(Address of principal executive offices) (Zip code)
Thomas B. Winmill, President
Foxby Corp.
11 Hanover Square, 12th Floor
New York, NY 10005
(Name and address of agent for service)
Registrant's telephone number, including area code: 1-212-344-6310
Date of fiscal year end: 12/31
Date of reporting period: 9/30/07
Item 1. Schedule of Investments
FOXBY CORP.
SCHEDULE OF PORTFOLIO INVESTMENTS
SEPTEMBER 30, 2007
(UNAUDITED)
--------------------------------------------------------------------------------------------------------------
SHARES COMMON STOCKS (101.49%) VALUE
CABLE AND OTHER PAY TELEVISION SERVICES (2.81%)
11,400 Comcast Corp. - Class A (a) $ 275,652
---------
CANNED FRUITS AND VEGETABLES (3.21%)
30,000 Del Monte Foods Company 315,000
-------
COAL PROJECT DEVELOPMENT (2.66%)
80,000 QGX Ltd. (a) 260,843
-------
COPPER EXPLORATION AND PROJECT DEVELOPMENT (5.91%)
438,000 Nord Resources Corp. (a) 579,474
-------
CRUDE PETROLEUM AND NATURAL GAS (6.99%)
9,600 Chesapeake Energy Corp. 338,496
5,600 EnCana Corp. 346,360
-------
684,856
DIAMOND EXPLORATION AND PROJECT DEVELOPMENT (2.34%)
175,000 Etruscan Diamonds Ltd. (a) 228,942
-------
ELECTRONIC COMPUTERS (3.52%)
12,500 Dell Inc.(a) 345,000
-------
FIRE, MARINE & CASUALTY INSURANCE (2.76%)
4,000 American International Group, Inc. 270,600
-------
GOLD EXPLORATION AND PROJECT DEVELOPMENT (10.71%)
99,000 Etruscan Resources Inc. (a) 306,355
141,000 Mansfield Minerals, Inc. (a) 586,022
110,000 Reunion Gold Corp (a) 157,190
-------
1,049,567
GOLD MINING (5.99%)
66,575 Jaguar Mining Inc. (a) 586,526
-------
INSURANCE AGENTS, BROKERS AND SERVICES (2.84%)
10,600 Brown & Brown, Inc. 278,780
-------
MALT BEVERAGES (3.36%)
3,300 Molson Coors Company Class B 328,911
-------
NATURAL GAS DISTRIBUTION (.83%)
18,000 MetroGAS S.A. ADR (a) 81,000
------
NICKEL EXPLORATION AND PROJECT DEVELOPMENT (2.97%)
25,000 Skye Resources Inc. (a) 290,832
-------
PATENT OWNERS AND LESSORS (4.10%)
8,200 SurModics, Inc. (a) 401,882
-------
POWER INSULATING AND RELATED EQUIPMENT (1.26%)
4,000 NGK Insulators, Ltd. 123,800
-------
REAL ESTATE (4.53%)
26,900 Cheung Kong (Holdings) Limited ADR 443,909
-------
SECURITY AND COMMODITY BROKERS, DEALERS, EXCHANGES AND SERVICES (5.77%)
6,200 T. Price Rowe Group, Inc. 345,278
22,200 W.P. Stewart & Co., Ltd. 220,224
-------
565,502
SEMICONDUCTORS AND RELATED DEVICES (2.61%)
9,900 Intel Corporation 256,014
-------
SERVICES-PREPACKAGED SOFTWARE (3.57%)
8,100 Trend Micro Incorporated (a) 350,016
-------
STEEL WORKS, BLAST FURNANCES & ROLLING & FINISHING MILLS (2.67%)
11,100 Worthington Industries, Inc. 261,516
-------
TELEPHONE COMMUNICATIONS (6.53%)
7,800 China Mobile Ltd. ADR 639,912
-------
TIMBER, OTHER RESOURCES (2.17%)
136,700 MagIndustries Corp. (a) 212,541
-------
TITLE INSURANCE (1.11%)
2,800 LandAmerica Financial Group, Inc. 109,144
-------
WHOLESALE - MEDICAL, DENTAL & HOSPITAL EQUIPMENT & SUPPLIES (2.36%)
6,000 Patterson Companies Inc. (a) 231,660
-------
ZINC EXPLORATION AND PROJECT DEVELOPMENT (7.91%)
396,000 Farallon Resources Ltd. (a)(e) 253,054
100,000 Strategic Resource Acquistion Corp. (a)(b) 521,787
-------
774,841
-------
Total Common Stocks (cost: $7,651,797) (101.49%) 9,946,720
---------
SHARES PREFERRED STOCKS (3.15%)
COAL PROJECT DEVELOPMENT (1.66%)
200,000 Phoenix Coal Corp. (a)(b)(e) 162,500
SMELTING (1.49%)
945 China Silicon Corp (units) (a)(b)(e) 146,192
-------
Total Preferred Stocks (cost:$474,910) 308,692
-------
PRINCIPAL
AMOUNT CORPORATE BONDS AND NOTES (2.65%)
RETAIL CONSULTING AND INVESTMENT (2.65%)
400,000 Amerivon Holdings, LLC 4%, Participating Convertible Promissory Note
due 5/31/10 (cost: $400,000) (2.65%) (b)(e) 260,000
-------
Units WARRANTS (1.86%)(a)
100,000 IAMGOLD Corp., 8/12/08 101,137
219,000 Nord Resources Corp., 6/05/12 81,030
------
Total Warrants (cost: $129,310) (1.86%) 182,167
-------
SHARES MONEY MARKET FUND (0%)*
2 Midas Dollar Reserves, Inc., 3.79%(cost: $2)(c)(d) 2
---
Total Investments (cost: $8,656,019) (109.15%) 10,697,581
Liabilities in excess of other assets (-9.15%) (896,842)
--------
NET ASSETS (100.00%) $ 9,800,739
===========
(a) Non-income producing.
(b) Illiquid and/or restricted security that has been fair valued.
(c) Rate shown is the 7-day yield as of September 30, 2007.
(d) Affiliated company.
(e) Consists of one or more class of securities combined together as a unit with attached warrants.
ADR means "American Depository Receipt".
*Rounds to less than 0.01%
NOTE TO SCHEDULE OF PORTFOLIO INVESTMENTS (UNAUDITED):
SECURITY VALUATION
Securities traded on a national securities exchange are valued at the last
reported sales price on the day the valuations are made. Securities traded
primarily on the NASDAQ Stock Market ("NASDAQ") are normally valued by the Fund
at the NASDAQ Official Closing Price ("NOCP") provided by NASDAQ each business
day. The NOCP is the most recently reported price as of 4:00:02 p.m., Eastern
time, unless that price is outside the range of the "inside" bid and asked
prices (i.e., the bid and asked prices that dealers quote to each other when
trading for their own accounts); in that case, NASDAQ will adjust the price to
equal the inside bid or asked price, whichever is closer. Because of delays in
reporting trades, the NOCP may not be based on the price of the last trade to
occur before the market closes. Such securities that are not traded on a
particular day, securities traded in the over-the-counter market that are not on
NASDAQ, and foreign securities are valued at the mean between the current bid
and asked prices. Certain of the securities in which the Fund invests are priced
through pricing services that may utilize a matrix pricing system which takes
into consideration factors such as yields, prices, maturities, call features,
and ratings on comparable securities. Bonds may be valued according to prices
quoted by a dealer in bonds that offers pricing services. Debt obligations with
remaining maturities of 60 days or less are valued at cost adjusted for
amortization of premiums and accretion of discounts. Securities for which
quotations are not readily available or reliable and other assets may be valued
as determined in good faith under the direction of and pursuant to procedures
established by the Fund's Board of Directors.
SECURITY TRANSACTIONS
The cost of investments for federal income tax purposes is $8,664,649 and net
unrealized appreciation is $2,032,932, comprised of aggregate gross unrealized
appreciation and depreciation of $2,855,035 and $822,103, respectively.
ILLIQUID AND RESTRICTED SECURITIES
The Fund owns securities which have a limited trading market and/or certain
restrictions on trading and, therefore, may be illiquid and/or restricted. Such
securities have been valued at fair value in accordance with the procedures
described above. Due to the uncertainty of valuation, these values may differ
from the values that would have been used had a ready market for these
securities existed and these differences could be material. Illiquid and/or
restricted securities owned at September 30, 2007, were as follows:
ACQUISITION
SECURITY DATE COST VALUE
--------------------------------------------------------- -------------- ------------------------------------
Amerivon Holdings LLC 4% Participating Convertible
Promissory Notes due 5/31/10 9/24/07 $ 400,000 $ 260,000
China Silicon Corp. 7/18/07 224,910 146,192
Phoenix Coal Corp. 7/4/07 250,000 162,500
Nord Resources Corp. 5/14/07 328,500 579,474
Nord Resources Corp. warrants 5/14/07 - 81,030
Etruscan Diamonds Ltd. 2/28/07 298,482 228,942
Safety Intelligence Systems Corp. 9/5/02 225,000 -
------------------------------------
$ 1,726,892 $ 1,458,138
====================================
Percent of net assets 17.6% 14.9%
====================================
AFFILIATED ISSUER
The term affiliate, as defined under the Act, includes companies in which there
is a direct or indirect (a) ownership of, control of or, voting power over 5% or
more of the outstanding voting shares or (b) control of, or common control
under, another company or persons. Midas Management Corporation and Investor
Service Center, Inc. act as the investment manager and distributor,
respectively, of Midas Dollar Reserves, Inc. and are affiliates of the Fund's
Investment Manager, CEF Advisers, Inc. Transactions with affiliates for the nine
months ended September 30, 2007 were as follows:
NUMBER OF SHARES HELD
-------------------------------------------------------- VALUE REALIZED
DECEMBER 31, GROSS GROSS SEPTEMBER 30, SEPTEMBER 30, DIVIDEND GAINS/
NAME OF ISSUER 2006 ADDITIONS REDUCTIONS 2007 2007 INCOME (LOSSES)
---------------------------------------------------------------------------------------------------------------------------------
Midas Dollar Reserves, Inc. - 44,733 44,731 2 $ 2 $ 26 $ -
3
Item 2. Controls and Procedures
(a) The Principal Executive Officer and Principal Financial Officer have
concluded that the registrant's disclosure controls and procedures (as
defined in Rule 30a-3(c) under the Investment Company Act) provide
reasonable assurances that material information relating to the registrant
is made known to them by the appropriate persons, based on their evaluation
of these controls and procedures as of a date within 90 days of the filing
date of this report.
(b) There were no significant changes in the registrant's internal control over
financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR
270.30a-3(d)) that occurred during the registrant's last fiscal quarter
that has materially affected, or is reasonably likely to materially affect,
the registrant's internal control over financial reporting.
Item 3. Exhibits
(a) Certifications of principal executive and principal financial officers as
required by Rule 30a-2(a) under the Investment Company Act of 1940.
4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
FOXBY CORP.
By:/s/ Thomas B. Winmill
----------------------------
Thomas B. Winmill, President
Date: November 28, 2007
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By:/s/ Thomas B. Winmill
----------------------------
Thomas B. Winmill, President
Date: November 28, 2007
By:/s/ Thomas O'Malley
----------------------------------------
Thomas O'Malley, Chief Financial Officer
Date: November 28, 2007
5
EXHIBIT INDEX
(a) Certifications of principal executive and principal financial officers as
required by Rule 30a-2(a) under the Investment Company Act of 1940. (EX-99.CERT)
6
EX-99.CERT
CERTIFICATIONS
I, Thomas B. Winmill, certify that:
1. I have reviewed this report on Form N-Q of Foxby Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the schedules of investments included in this report
fairly present in all material respects the investments of the registrant
as of the end of the fiscal quarter for which the report is filed;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Rule 30a-3(c) under the Investment Company Act of 1940) and internal
control over financial reporting (as defined in Rule 30a-3(d) under the
Investment Company Act of 1940) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of a date
within 90 days prior to the filing date of this report, based on such
evaluation; and
(d) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize, and report financial information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
Date: November 28, 2007 /s/ Thomas B. Winmill
----------------------------
Thomas B. Winmill, President
7
I, Thomas O'Malley, certify that:
1. I have reviewed this report on Form N-Q of Foxby Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the schedules of investments included in this report
fairly present in all material respects the investments of the registrant
as of the end of the fiscal quarter for which the report is filed;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Rule 30a-3(c) under the Investment Company Act of 1940) and internal
control over financial reporting (as defined in Rule 30a-3(d) under the
Investment Company Act of 1940) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of a date
within 90 days prior to the filing date of this report, based on such
evaluation; and
(d) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize, and report financial information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
Date: November 28, 2007 /s/ Thomas O'Malley
----------------------------------------
Thomas O'Malley, Chief Financial Officer
8