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)


John F. Ramírez, Esq.
Foxby Corp.
11 Hanover Square
New York, NY 10005
(Name and address of agent for service)

Registrant's telephone number, including area code: 1-212-785-0900
Date of fiscal year end: December 31

Date of reporting period: September 30, 2015
 



 
 
FOXBY CORP.
   
 
SCHEDULE OF PORTFOLIO INVESTMENTS
   
 
September 30, 2015
   
 
(Unaudited)
   
       
Shares
     
Value
 
 
Common Stocks (90.53%)
   
 
Cigarettes (1.28%)
   
 
1,000
 
Philip Morris International, Inc.
 
79,330
 
               
     
Computer Communications Equipment (3.82%)
       
 
9,000
 
Cisco Systems, Inc. (a)
   
236,250
 
               
     
Computer & Office Equipment (0.94%)
       
 
400
 
International Business Machines Corporation
   
57,988
 
               
     
Electronic & Other Electrical Equipment (0.71%)
       
 
1,000
 
Emerson Electric Co.
   
44,170
 
               
     
Finance Services (1.20%)
       
 
1,000
 
American Express Company
   
74,130
 
               
     
Fire, Marine & Casualty Insurance (8.26%)
       
 
3,500
 
Berkshire Hathaway, Inc. Class B (a) (b)
   
456,400
 
 
1,000
 
W.R. Berkley Corporation
   
54,370
 
           
510,770
 
               
     
Information Retrieval Services (5.16%)
       
 
500
 
Alphabet Inc. (a) (b)
   
319,185
 
               
     
Investment Advice (9.05%)
       
 
2,940
 
Apollo Global Management, LLC
   
50,509
 
 
20,000
 
Fortress Investment Group LLC
   
111,000
 
 
9,000
 
Franklin Resources, Inc. (a)
   
335,340
 
 
2,000
 
Invesco Ltd.
   
62,460
 
           
559,309
 
               
     
In Vitro & In Vivo Diagnostic Substances (3.64%)
       
 
6,000
 
Myriad Genetics, Inc. (b)
   
224,880
 
               
     
Leather & Leather Products (1.40%)
       
 
3,000
 
Coach, Inc. (a)
   
86,790
 
               
     
Men's & Boys' Furnishings, Work Clothing, & Allied Garments (1.91%)
 
 
1,000
 
Ralph Lauren Corp.
   
118,160
 
               
     
Motor Vehicles & Passenger Car Bodies (7.72%)
       
 
4,800
 
Daimler AG
   
349,680
 
 
4,250
 
General Motors Company
   
127,585
 
           
477,265
 
               
     
National Commercial Banks (4.99%)
       
 
6,000
 
Wells Fargo & Company (a)
   
308,100
 
               
     
Office Furniture (1.91%)
       
 
12,500
 
Kimball International Inc. Class B
   
118,250
 
               
     
Paperboard Containers & Boxes (0.64%)
       
 
1,000
 
REXAM PLC
   
39,450
 
               
     
Petroleum Refining (1.20%)
       
 
1,000
 
Exxon Mobil Corp.
   
74,350
 
               
     
Pharmaceutical Preparations (0.77%)
       
 
1,000
 
Sanofi ADR
   
47,470
 
               
     
Plastic Mail, Synth Resin/Rubber, Cellulose (0.49%)
       
 
4,900
 
Rayonier Advanced Materials Inc.
   
29,988
 
               
     
Printed Circuit Boards (1.81%)
       
 
9,375
 
Kimball Electronics, Inc. (b)
   
111,844
 
               
     
Real Estate (1.16%)
       
 
5,000
 
NorthStar Asset Management Group Inc.
   
71,800
 
               
     
Real Estate Investment Trusts (1.07%)
       
 
2,000
 
Tanger Factory Outlet Centers, Inc.
   
65,940
 
               
     
Retail Consulting and Investment (0.00%)
       
 
72,728
 
Amerivon Holdings LLC (c)
   
-
 
               
     
Retail - Drug Stores and Proprietary Stores (3.28%)
       
 
2,500
 
Express Scripts Holding Company (a) (b)
   
202,400
 
               
     
Retail - Eating Places (6.04%)
       
 
3,000
 
McDonald's Corp. (a)
   
295,590
 
 
400
 
Panera Bread Company (b)
   
77,364
 
           
372,954
 
               
     
Retail - Family Clothing Stores (1.66%)
       
 
3,600
 
The GAP, Inc. (a)
   
102,600
 
               
     
Retail - Variety Stores (3.99%)
       
 
3,800
 
Wal-Mart Stores, Inc. (a)
   
246,392
 
               
     
Semiconductors & Related Devices (1.62%)
       
 
2,000
 
Altera Corp.
   
100,160
 
               
     
Services - Business Services (2.08%)
       
 
7,000
 
The Western Union Company
   
128,520
 
               
     
Services - Medical Laboratories (2.28%)
       
 
1,300
 
Laboratory Corporation of America Holdings (b)
   
141,011
 
               
     
Services - Prepackaged Software (2.10%)
       
 
4,750
 
CA, Inc. (a)
   
129,675
 
               
     
Soap, Detergents, Cleaning Preparations, Perfumes, Cosmetics (4.66%)
       
 
4,000
 
The Procter & Gamble Company (a)
   
287,760
 
               
     
Wholesale-Computers & Peripheral Equipment & Software  (1.32%)
       
 
3,000
 
Ingram Micro Inc.
   
81,720
 
               
     
Wholesale - Electronic Parts & Equipment (1.38%)
       
 
2,000
 
Avnet, Inc.
   
85,360
 
               
     
Wholesale - Industrial Machinery & Equipment (0.99%)
       
 
1,000
 
MSC Industrial Direct Co., Inc.
   
61,030
 
               
               
     
Total common stocks (Cost $5,086,264)
   
5,595,001
 
               
     
Exchange Traded Funds (8.42%)
       
 
4,500
 
Cambria Shareholder Yield ETF
   
131,040
 
 
2,900
 
First Trust US IPO Index Fund ETF
   
141,201
 
 
3,000
 
Guggenheim Spin-Off ETF
   
114,300
 
 
3,050
 
PowerShares Buyback Achievers ETF Trust
   
133,529
 
               
     
Total exchange traded funds (Cost  $547,970)
   
520,070
 
               
     
Preferred Stocks (1.74%)
       
     
Retail Consulting and Investment (1.74%)
       
 
194,990
 
Amerivon Holdings LLC (c) (Cost $539,522)
   
107,244
 
               
     
Money Market Fund (0.10%)
       
 
6,278
 
SSgA Money Market Fund, 7 day annualized yield 0.00% (Cost $6,278)
   
6,278
 
               
     
Total investments  ($6,180,034) (100.79%)
   
6,228,593
 
               
     
Liabilities in excess of other assets (-0.79%)
   
(48,859
)
     
 .
       
     
Net assets (100.00%)
 
$
6,179,734
 
               
               
(a) All or a portion of these securities, have been segregated as collateral pursuant to the Committed Facility Agreement.
 
As of September 30, 2015, the value of securities pledged as collateral was $3,006,482 and there were no
 
securities on loan under the lending agreement.
       
(b) Non-income producing.
       
(c) Illiquid and/or restricted security that has been fair valued.
       
 
 

Notes to Schedule of Portfolio Investments (Unaudited)

Valuation of Investments
Portfolio securities are valued by various methods depending on the primary market or exchange on which they trade. Most equity securities for which the primary market is in the United States are valued at the official closing price, last sale price or, if no sale has occurred, at the closing bid price. Most equity securities for which the primary market is outside the United States are valued using the official closing price or the last sale price in the principal market in which they are traded. If the last sale price on the local exchange is unavailable, the last evaluated quote or closing bid price normally is used. Certain debt securities may be 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 or according to prices quoted by a securities dealer that offers pricing services. Open end investment companies are valued at their net asset value. Foreign securities markets may be open on days when the U.S. markets are closed. For this reason, the value of any foreign securities owned by the Fund could change on a day when shareholders cannot buy or sell shares of the Fund. Securities for which market quotations are not readily available or reliable and other assets may be valued as determined in good faith by Midas Management Corporation, the Investment Manager, under the direction of or pursuant to procedures approved by the Fund's Board of Directors. Due to the inherent uncertainty of valuation, such fair value pricing values may differ from the values that would have been used had a readily available market for the securities existed. These differences in valuation could be material. A security's valuation may differ depending on the method used for determining value. The use of fair value pricing by the Fund may cause the net asset value of its shares to differ from the net asset value that would be calculated using market prices. A fair value price is an estimate and there is no assurance that such price will be at or close to the price at which a security is next quoted or next trades.

Value Measurements
Inputs to valuation methods are prioritized by a three level hierarchy as follows:

• Level 1 – unadjusted quoted prices in active markets for identical assets or liabilities including securities actively traded on a securities exchange.
 
• Level 2 – observable inputs other than quoted prices included in level 1 that are observable for the asset or liability which may include quoted prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates, and similar data.

• Level 3 – unobservable inputs for the asset or liability including the Fund's own assumptions about the assumptions a market participant would use in valuing the asset or liability.

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for investments categorized in level 3. The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The inputs or methodology used for valuing investments are not an indication of the risk associated with investing in those securities.

The following is a description of the valuation techniques applied to the Fund's major categories of assets and liabilities measured at fair value on a recurring basis:

Equity securities (common and preferred stock) – Most publicly traded equity securities are valued normally at the most recent official closing price, last sale price, evaluated quote, or closing bid price. To the extent these securities are actively traded and valuation adjustments are not applied, they may be categorized in level 1 of the fair value hierarchy. Equities on inactive markets or valued by reference to similar instruments may be categorized in level 2.
 

Restricted and/or illiquid securities – Restricted and/or illiquid securities for which quotations are not readily available or reliable may be valued with fair value pricing as determined in good faith by the Investment Manager under the direction of or pursuant to procedures approved by the Fund's Board of Directors. Restricted securities issued by publicly traded companies are generally valued at a discount to similar publicly traded securities. Restricted or illiquid securities issued by nonpublic entities may be valued by reference to comparable public entities or fundamental data relating to the issuer or both or similar inputs. Depending on the relative significance of valuation inputs, these instruments may be categorized in either level 2 or level 3 of the fair value hierarchy.

The following is a summary of the inputs used as of September 30, 2015 in valuing the Fund's assets. Refer to the schedule of portfolio investments for detailed information on specific investments.


ASSETS
Level 1
Level 2
Level 3
Total
 
Investments, at value
       
   
Common Stocks
       
     
Cigarettes
$      79,330
$      -
$       -
$     79,330
     
Computer Communications Equipment
      236,250
        -
         -
     236,250
     
Computer & Office Equipment
        57,988
        -
         -
       57,988
     
Electronic & Other Electrical Equipment
        44,170
        -
         -
       44,170
     
Finance Services
        74,130
        -
         -
       74,130
     
Fire, Marine & Casualty Insurance
      510,770
        -
         -
     510,770
     
Information Retrieval Services
      319,185
        -
         -
     319,185
     
Investment Advice
      559,309
        -
         -
     559,309
     
In Vitro & In Vivo Diagnostic Substances
      224,880
        -
         -
     224,880
     
Leather & Leather Products
        86,790
        -
         -
       86,790
     
Men's && Boy's Furnishings, Work Clothing & Allied Garments
      118,160
        -
         -
     118,160
     
Motor Vehicles & Passenger Car Bodies
      477,265
        -
         -
     477,265
     
National Commercial Banks
      308,100
        -
         -
     308,100
     
Office Furniture
      118,250
        -
         -
     118,250
     
Paperboard Containers & Boxes
        39,450
        -
         -
       39,450
     
Petroleum Refining
        74,350
        -
         -
       74,350
     
Pharmaceutical Preparations
        47,470
        -
         -
       47,470
     
Plastic Mail, Synth Resin/Rubber, Cellulose
        29,988
        -
         -
       29,988
     
Printed Circuit Boards
      111,844
        -
         -
     111,844
     
Real Estate
        71,800
        -
         -
       71,800
     
Real Estate Investment Trusts
        65,940
        -
         -
       65,940
     
Retail Consulting and Investment
            -
        -
         0
                0
     
Retail - Drug Stores and Proprietary Stores
      202,400
        -
         -
     202,400
     
Retail - Eating Places
      372,954
        -
         -
     372,954
     
Retail – Family Clothing Stores
      102,600
        -
         -
     102,600
     
Retail - Variety Stores
      246,392
        -
         -
     246,392
     
Semiconductors & Related Devices
      100,160
        -
         -
     100,160
     
Services - Business Services
      128,520
        -
         -
     128,520
     
Services – Medical Laboratories
      141,011
        -
         -
     141,011
     
Services - Prepackaged Software
      129,675
        -
         -
     129,675
     
Soap, Detergents, Cleaning Preparations, Perfumes, Cosmetics
      287,760
        -
         -
     287,760
     
Wholesale – Computers & Peripheral Equipment & Software
        81,720
        -
         -
      81,720
     
Wholesale - Electronic Parts & Equipment
        85,360
        -
         -
      85,360
     
Wholesale - Industrial Machinery & Equipment
        61,030
        -
         -
      61,030
   
Exchange Traded Funds
      520,070
        -
         -
    520,070
   
Preferred Stocks
       
     
Retail Consulting and Investment
           -
 
   107,244
     107,244
   
Money Market Fund
          6,278
        -
         -
         6,278
 
Total investments, at value
$ 6,121,349
$      -
$ 107,244
$ 6,228,593


There were no securities transferred from level 1 on December 31, 2014 to level 2 on September 30, 2015.


The following is a reconciliation of level 3 assets:


   
Common
Stocks
   
Preferred
Stocks
   
Total
 
Balance of level 3 assets at December 31, 2014
 
$
1,455
   
$
108,478
   
$
109,933
 
Payment in-kind dividends
   
-
     
12,863
     
12,863
 
Change in unrealized appreciation (depreciation)
   
(1,455
)
   
(14,097
)
   
(15,552
)
Balance at September 30, 2015
 
$
0
   
$
107,244
   
$
107,244
 
Net change in unrealized depreciation attributable to assets still held as level 3 at September 30, 2015
 
$
(1,455
)
 
$
(14,097
)
 
$
(15,552
)


There were no transfers into or out of level 3 assets during the period.
 
The Investment Manager, under the direction of the Fund's Board of Directors, considers various valuation approaches for valuing assets categorized within level 3 of the fair value hierarchy. The factors used in determining the value of such assets may include, but are not limited to: the discount applied due to the private nature of the asset; the type of the security; the size of the asset; the initial cost of the security; the existence of any contractual restrictions on the security's disposition; the price and extent of public trading in similar securities of the issuer or of comparable companies; quotations or evaluated prices from broker-dealers and/or pricing services; information obtained from the issuer or analysts; an analysis of the company's or issuer's financial statements; or an evaluation of the forces that influence the issuer and the market in which the asset is purchased and sold. Significant changes in any of those inputs in isolation may result in a significantly lower or higher fair value measurement. The pricing of all fair value assets is normally reported to the Fund's Board of Directors.
 
The following table presents additional information about valuation methodologies and inputs used for assets that are measured at fair value and categorized as level 3 as of September 30, 2015:

September 30, 2015
Fair Value
Valuation Technique
Unobservable Input
Range
Common stocks
       
 
Retail Consulting and Investment
$            0
Value of liquidation preference per share
Discount rate for lack of marketability
80%
Preferred stocks
       
 
Retail Consulting and Investment
$ 107,244
Value of liquidation preference per share
Discount rate for lack of marketability
80%


Cost for Federal Income Tax Purposes
As of September 30, 2015, for federal income tax purposes, subject to change, the aggregate cost of securities was $6,180,034 and net unrealized appreciation was $48,559, comprised of gross unrealized appreciation of $1,054,633 and gross unrealized depreciation of $1,006,074. The aggregate cost of investments for tax purposes will depend upon the Fund's investment experience during the entirety of its fiscal year and may be subject to changes based on tax regulations.


ILLIQUID AND RESTRICTED SECURITIES
The Fund owns securities which have a limited trading market and/or certain restrictions on trading and, therefore, may be considered illiquid and/or restricted. Such securities have been valued using fair value pricing. Due to the inherent uncertainty of valuation, fair value pricing values may differ from the values that would have been used had a readily available market for the securities existed. These differences in valuation could be material. Illiquid and/or restricted securities owned as of September 30, 2015 were as follows:


 
Acquisition Date  
Cost
   
Value
 
Amerivon Holdings LLC preferred shares
9/20/07
 
$
539,522
   
$
107,244
 
Amerivon Holdings LLC common equity units
9/20/07
   
0
     
0
 
Total
   
$
539,522
   
$
107,244
 
Percent of net assets
     
9
%
   
2
%


Foreign Securities Risk
Investments in the securities of foreign issuers involve special risks which include changes in foreign exchange rates and the possibility of future adverse political and economic developments which could adversely affect the value of such securities. Moreover, securities of foreign issuers and traded in foreign markets may be less liquid and their prices more volatile than those of U.S. issuers and markets
 
 

 
Item 2.  Controls and Procedures

(a)  
The registrant's 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 of 1940, as amended (the "1940 Act")) are effective as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the disclosure controls and procedures required by Rule 30a-3(b) under the 1940 Act and 15d-15(b) under the Securities Exchange Act of 1934.

(b)  
There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the registrant's last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the registrant's internal control over financial reporting.

Item 3. Exhibits

(a)  
Certifications of the registrant's principal executive officer and principal financial officer as required by Rule 30a-2(a) under the 1940 Act.

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 17, 2015
 
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 17, 2015
 
By: /s/ Thomas O'Malley
Thomas O'Malley, Chief Financial Officer
 
Date: November 17, 2015
Exhibit Index

(a)
Certifications of the registrant's principal executive and principal financial officer as required by Rule 30a-2(a) under the 1940 Act. (EX-99.CERT)