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: 3/31/07
Item 1. Schedule of Investments
FOXBY CORP.
SCHEDULE OF PORTFOLIO INVESTMENTS
MARCH 31, 2007
(UNAUDITED)
SHARES MARKET VALUE
---------------- --------------------
COMMON STOCKS (107.54%)
CABLE AND OTHER PAY TELEVISION SERVICES (9.21%)
11,400 Comcast Corp. - Class A (1) $ 295,830
3,400 Liberty Media LLC (1) 376,006
--------------------
671,836
COPPER EXPLORATION AND PROJECT DEVELOPMENT (2.05%)
51,500 Corriente Resources, Inc. (1) 149,350
CRUDE PETROLEUM AND NATURAL GAS (8.27%)
9,600 Chesapeake Energy Corp. 296,448
3,500 CNOOC Ltd. 306,705
--------------------
603,153
DIAMOND EXPLORATION AND PROJECT DEVELOPMENT (2.70%)
175,000 Etruscan Diamonds Ltd. (1) (2) 197,192
ELECTRONIC COMPUTERS (3.98%)
12,500 Dell, Inc. 290,125
FIRE, MARINE & Casualty Insurance (3.68%)
4,000 American International Group, Inc. 268,880
FOOD AND KINDRED PRODUCTS (2.39%)
1,800 Nestle SA ADR (1) 174,445
GOLD EXPLORATION AND PROJECT DEVELOPMENT (18.29%)
7,000 Aurelian Resources, Inc. (1) 184,450
99,000 Etruscan Resources Inc. (1) 332,517
501,000 GPJ Acquisition Co. Ltd. (1) (2) 325,691
141,000 Mansfield Minerals, Inc. (1) (2) 316,294
110,000 Reunion Gold Corp. (1) 175,912
--------------------
1,334,864
GOLD MINING (4.84%)
66,575 Jaguar Mining, Inc. (1) 353,447
INDUSTRIAL INORGANIC CHEMICALS (7.30%)
64,100 Calgon Carbon Corporation (1) 532,671
INSURANCE AGENTS, BROKERS AND SERVICES (3.92%)
10,600 Brown & Brown, Inc. 286,412
MALT BEVERAGES (4.28%)
3,300 Molson Coors Company Class B 312,246
NATURAL GAS DISTRIBUTION (1.09%)
18,000 MetroGAS S.A. ADR (1) 79,560
NICKEL EXPLORATION AND PROJECT DEVELOPMENT (3.85%)
25,000 Skye Resources Inc. (1) 280,619
PATENT OWNERS AND LESSORS (4.05%)
8,200 SurModics, Inc. (1) 295,200
REAL ESTATE (4.67%)
26,900 Cheung Kong Holdings Limited ADR 340,457
SECURITY AND COMMODITY BROKERS, DEALERS, EXCHANGES AND SERVICES (7.07%)
6,200 T. Price Rowe Group, Inc. 292,578
22,200 W.P. Stewart & Co., Ltd. 223,554
--------------------
516,132
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SEMICONDUCTORS AND RELATED DEVICES (2.60%)
9,900 Intel Corporation 189,387
TELEPHONE COMMUNICATIONS (4.79%)
7,800 China Mobile Ltd. ADR 349,830
TITLE INSURANCE (2.84%)
2,800 LandAmerica Financial Group, Inc. 206,948
WHOLESALE - MEDICAL, DENTAL & Hospital Equipment & Supplies (2.92%)
6,000 Patterson Companies Inc. (1) 212,940
ZINC EXPLORATION AND PROJECT DEVELOPMENT (2.75%)
396,000 Farallon Resources Ltd. (1) (2) 200,798
--------------------
Total Common Stocks (cost:$7,171,571) (107.54%) 7,846,492
--------------------
UNITS WARRANTS (3.86%) (1)
----------------
100,000 IAMGOLD Corp., warrants expiring 8/12/08 107,047
100,000 Strategic Resource Acquisition Special Warrants (2) 112,681
9,375 Yamana Gold Inc., warrants expiring 11/20/2008 61,798
--------------------
Total Warrants (cost: $303,708) (3.86%) 281,526
--------------------
Total Investments (cost: $7,475,279) (111.40%) 8,128,018
Liabilities in excess of other assets (-11.40%) (831,588)
--------------------
Net Assets (100.00%) $ 7,296,430
====================
ADR means "American Depositary Receipt."
(1) Non-income producing.
(2) Illiquid and/or restricted security that has been fair
valued.
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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 $7,504,350 and net
unrealized appreciation is $623,668, comprised of aggregate gross unrealized
appreciation and depreciation of $1,372,250 and $748,582, 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 March 31, 2007, were as follows:
ACQUISITION
SECURITY DATE COST VALUE
--------------------------------------------------------- -------------- ------------------------------------
GPJ Acquisition Co. Ltd. * 3/9/07 $ 320,169 $ 325,691
Mansfield Minerals, Inc. 3/7/07 359,175 316,294
Etruscan Diamonds Ltd. 2/28/07 298,482 197,192
Farallon Resources Ltd. Units* 12/12/06 171,726 200,798
Strategic Resource Acquisition Special Warrants 12/6/06 174,398 112,681
Safety Intelligence Systems Corp. 9/5/02 225,000 -
------------------------------------
$ 1,548,950 $ 1,152,656
====================================
Percent of net assets 21.2% 15.8%
====================================
* Each unit consists of one common share and one-half of one common share purchase warrant.
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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: May 30, 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: May 30, 2007
By:/s/ Thomas O'Malley
----------------------------------------
Thomas O'Malley, Chief Financial Officer
Date: May 30, 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: May 30, 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: May 30, 2007 /s/ Thomas O'Malley
----------------------------------------
Thomas O'Malley, Chief Financial Officer
8