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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number: 811-21650
ASA (BERMUDA) LIMITED
--------------------------------------------------------------------------------
(Exact name of registrant as specified in charter)
11 SUMMER STREET, 4TH FLOOR, BUFFALO, NEW YORK 14209
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
JPMORGAN CHASE BANK
3 CHASE METROTECH CENTER
BROOKLYN, NY 11245
--------------------------------------------------------------------------------
(Name and address of agent for service)
Registrant's telephone number, including area code: (716) 883-2428
Date of fiscal year end: NOVEMBER 30, 2005
Date of reporting period: MAY 31, 2005
FORM N-CSR IS TO BE USED BY MANAGEMENT INVESTMENT COMPANIES TO FILE REPORTS WITH
THE COMMISSION NOT LATER THAN 10 DAYS AFTER THE TRANSMISSION TO STOCKHOLDERS OF
ANY REPORT THAT IS REQUIRED TO BE TRANSMITTED TO STOCKHOLDERS UNDER RULE 30e-1
UNDER THE INVESTMENT COMPANY ACT OF 1940 (17 CFR 270.30e-1). THE COMMISSION MAY
USE THE INFORMATION PROVIDED ON FORM N-CSR IN ITS REGULATORY, DISCLOSURE REVIEW,
INSPECTION, AND POLICYMAKING ROLES.
A REGISTRANT IS REQUIRED TO DISCLOSE THE INFORMATION SPECIFIED BY FORM N-CSR,
AND THE COMMISSION WILL MAKE THIS INFORMATION PUBLIC. A REGISTRANT IS NOT
REQUIRED TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN FORM N-CSR
UNLESS THE FORM DISPLAYS A CURRENTLY VALID OFFICE OF MANAGEMENT AND BUDGET
("OMB") CONTROL NUMBER. PLEASE DIRECT COMMENTS CONCERNING THE ACCURACY OF THE
INFORMATION COLLECTION BURDEN ESTIMATE AND ANY SUGGESTIONS FOR REDUCING THE
BURDEN TO SECRETARY, SECURITIES AND EXCHANGE COMMISSION, 450 FIFTH STREET, NW,
WASHINGTON, DC 20549-0609. THE OMB HAS REVIEWED THIS COLLECTION OF INFORMATION
UNDER THE CLEARANCE REQUIREMENTS OF 44 U.S.C. SS. 3507.
ITEM 1. REPORTS TO STOCKHOLDERS.
ASA (BERMUDA) LIMITED
TO THE SHAREHOLDERS: (unaudited)
At May 31, 2005 the Company's net asset value was $41.38 per share. This
compares with $49.95 per share at November 30, 2004, the end of the Company's
previous fiscal year. The Company's most recent net asset value on July 21, 2005
was $43.87 per share. On this date, the closing market price of our shares was
$38.60 per share, a discount of 12% to the net asset value.
Net investment income for the six months ended May 31, 2005 was $.08 per
share vs. $.20 for the same period last year. The Board of Directors declared a
semi-annual dividend of $.20 per share on May 12, 2005 payable May 26, 2005 to
shareholders of record on May 19, 2005.
At our annual meeting held on March 3, 2005 shareholders reelected the ten
incumbent directors, ratified the selection of Ernst & Young LLP to serve as
auditors for the fiscal year ending November 30, 2005 and approved Amended and
Restated Bye-Laws of the Company. See page 14 of this report for details
regarding the results of the voting.
I am pleased to report that at the reconvened Special General Meeting of
Shareholders held on July 21st, the shareholders approved all of the proposed
changes to certain of the Company's fundamental investment policies and
restrictions and its subclassification under the Investment Company Act of 1940.
Additional information regarding these changes is detailed in the Company's
proxy statement dated April 15, 2005.
The decline in our net investment income and the consequent decline in our
dividend payment reflect the reduced dividend income received from our South
African gold stocks. It also reflects an increase in our expenses, including
wind-up expenses related to the closing of the ASA Limited office in South
Africa, professional fees and shareholder reports and proxy expenses incurred in
connection with the Special General Meeting of Shareholders.
This reduced income from a portfolio little changed from a year ago is due
almost entirely to an ongoing strength in the rand relative to the dollar.
Because of this strength the price of gold when expressed in rand declined
sharply in 2002 and then moved sideways until March of 2005. Since then,
however, the rand has weakened and the rand gold price has increased from
approximately 2,500 rand per ounce to close to 2,900 rand per ounce presently.
This positive movement occurred too late in the period under review to have had
a material effect on earnings and dividends of our South African investments. If
it continues, however, its positive effects should be felt in the second half of
our fiscal year and this could result in an increase in our dividend income from
these companies.
Although it is still early in the trend, we are encouraged by what may be a
decoupling of the gold price from the dollar. For the past few years the gold
price has moved inversely to the dollar, strengthening as the dollar weakened
and vice versa. Recently, the gold price broke out to new five-year highs in
euros, the Japanese yen, the Swiss franc and the British pound. If gold can
maintain these highs, it should attract a far wider audience than was the case
when most of the rise in gold price reflected the weaker dollar.
Further impacting our South African dividends was a 13% fall in South
African gold production during the first quarter of 2005. During 2004 South
African gold production was at 342.7 tons, its lowest level since 1931. The
South African Chamber of Mines recently commented that the gold mining sector
has remained under pressure due to falling rand revenues and rising production
costs during the first quarter of this year. The Chamber went on to note that
cost pressures over the last three years have included an 18% increase in water
prices in each of the last three years. Steel prices, which comprise about 10%
of the cash production costs of large scale gold mines, have risen by double
digit rates in each year. Labor costs which represent about 50% of cash
production costs have increased by far more than the inflation rate over the
past two years. Rail tariffs have also risen sharply. Altogether, the average
increase in total production costs excluding capital expenditures rose by 13.4%
in 2004 or 3 times the rate of the consumer price index.
1
Copies of financial reports of the Company, as well as its latest net asset
value may be requested from LGN Associates, P.O. Box 269, Florham Park, NJ 07932
(973) 377-3535 or may be found on the Company's website (www.asaltd.com).
I would also like to call to your attention the availability of the
Dividend Reinvestment Plan. See page 14 of this report for information.
EquiServe, the agent for the Plan, is able to communicate with shareholders
through the Internet. The only requirement for shareholder participation is use
of a personal computer and access to an electronic mail package. The EquiServe
address is Equiserve@equiserve.com and access is available 24 hours a day. In
addition, EquiServe has established a Shareholder Contact Center ("Center") to
respond to shareholders' questions in a timely manner. The telephone number is
781-575-2723. The Center is available Monday through Friday between 8:30 a.m.
and 7:00 p.m. (Eastern Time).
Robert J.A. Irwin
July 22, 2005 CHAIRMAN, PRESIDENT AND TEASURER
2
SCHEDULE OF INVESTMENTS
(NOTE 1) (UNAUDITED)
May 31, 2005
-------------------------------------------------------------------------------------------------------------------
Number of Percent of
Name of Company Shares Market Value Net Assets
-------------------------------------------------------------------------------------------------------------------
ORDINARY SHARES OF GOLD MINING COMPANIES
AUSTRALIAN GOLD MINES
Newcrest Mining Limited - ADRs 3,000,000 $ 30,156,420 7.6%
-------------------------------------------------------------------------------------------------------------------
UNITED STATES GOLD MINES
Newmont Mining Corporation 520,368 19,378,504 4.9
-------------------------------------------------------------------------------------------------------------------
SOUTH AFRICAN GOLD MINES
AngloGold Ashanti Limited 2,389,894 79,285,527 20.0
Gold Fields Limited 9,704,977 105,441,354 26.6
Harmony Gold Mining Company Limited 292,459 2,133,769 0.5
Harmony Gold Mining Company Limited - ADRs 2,166,400 16,572,960 4.2
-------------------------------------------------------------------------------------------------------------------
203,433,610 51.3
-------------------------------------------------------------------------------------------------------------------
CANADIAN GOLD MINES
Barrick Gold Corporation 730,000 16,782,700 4.2
Placer Dome Incorporated 1,065,312 14,403,018 3.6
-------------------------------------------------------------------------------------------------------------------
31,185,718 7.8
-------------------------------------------------------------------------------------------------------------------
SOUTH AMERICAN GOLD MINES
Compania de Minas Buenaventura - ADRs 900,000 19,242,000 4.8
-------------------------------------------------------------------------------------------------------------------
303,396,252 76.4
-------------------------------------------------------------------------------------------------------------------
ORDINARY SHARES OF OTHER COMPANIES
SOUTH AFRICAN MINING
Anglo American PLC 1,280,000 30,290,125 7.6
Anglo American Platinum Corporation Limited 770,100 33,011,929 8.3
Impala Platinum Holdings Limited 215,300 18,018,603 4.5
Mvelaphanda Resources Limited (1) 1,950,000 4,296,763 1.1
-------------------------------------------------------------------------------------------------------------------
85,617,420 21.5
-------------------------------------------------------------------------------------------------------------------
Total investments (Cost - $147,906,391) (2) 389,013,672 97.9
CASH AND OTHER ASSETS LESS LIABILITIES 8,265,915 2.1
-------------------------------------------------------------------------------------------------------------------
Net assets $397,279,587 100.0%
-------------------------------------------------------------------------------------------------------------------
(1) Non-income producing security.
(2) Cost of investments shown approximates cost for U.S. federal income
tax purposes, determined in accordance with U.S. income tax principles.
Gross unrealized appreciation of investments and gross unrealized
depreciation of investments at May 31, 2005 were $246,063,155 and
$4,955,374, respectively, resulting in net unrealized appreciation on
investments of $241,107,281.
ADR - American Depository Receipt
There is no assurance that the valuations at which the Company's
investments are carried could be realized upon sale.
The notes to the financial statements form an integral part of these
statements.
PORTFOLIO STATISTICS
May 31, 2005
COUNTRY BREAKDOWN*
South Africa 72.8%
Australia 7.6%
Canada 7.8%
United States 4.9%
South America 4.8%
* Country breakdowns are expressed as a percentage of total net assets.
The entire portfolio consists of investments in ordinary shares of
companies that mine gold and other precious metals.
3
STATEMENT OF ASSETS AND LIABILITIES
(UNAUDITED)
--------------------------------------------------------------------------------
ASSETS May 31, 2005
--------------------------------------------------------------------------------
Investments, at market value (Note 1)
Gold mining companies (Cost $117,577,016) $303,396,252
Other companies (Cost $30,329,375) 85,617,420
--------------------------------------------------------------------------------
389,013,672
--------------------------------------------------------------------------------
Cash (Includes foreign cash of $7,996,215) 8,512,858
Dividends and interest receivable 143,479
Other assets 352,045
--------------------------------------------------------------------------------
Total assets 398,022,054
--------------------------------------------------------------------------------
LIABILITIES
--------------------------------------------------------------------------------
Accounts payable and accrued liabilities 697,467
Payable to officers and directors 45,000
--------------------------------------------------------------------------------
Total liabilities 742,467
--------------------------------------------------------------------------------
NET ASSETS $397,279,587
--------------------------------------------------------------------------------
Common shares $1 par value
Authorized: 30,000,000 shares
Issued and Outstanding: 9,600,000 shares $ 9,600,000
Share premium (capital surplus) 21,249,156
Undistributed net investment income 54,728,083
Undistributed net realized (loss) from foreign
currency transactions (56,508,133)
Undistributed net realized gain on investments 126,843,076
Net unrealized appreciation on investments 241,107,281
Net unrealized appreciation on translation of
assets and liabilities in foreign currency 260,124
--------------------------------------------------------------------------------
Net assets $397,279,587
--------------------------------------------------------------------------------
Net assets per share $41.38
================================================================================
The closing price of the Company's shares on the New York Stock Exchange
was $36.44 on May 31, 2005.
The notes to the financial statements form an integral part of these
statements.
4
STATEMENT OF OPERATIONS
(UNAUDITED)
Six months ended
May 31, 2005
---------------------------------------------------------------------------------------------------------------------
Investment income
Dividend income (net of foreign withholding taxes of $61,378) $ 2,868,203
Interest income 77,626
---------------------------------------------------------------------------------------------------------------------
2,945,829
---------------------------------------------------------------------------------------------------------------------
Expenses
Shareholder reports and proxy expenses 233,616
Directors' fees and expenses 299,428
Salaries and benefits 386,088
Other administrative expenses 256,119
Fund accounting 61,714
Transfer agent, registrar and custodian 68,679
Professional fees and expenses 542,161
Insurance 87,500
Wind-up expenses - ASA Limited 93,603
Other 143,407
---------------------------------------------------------------------------------------------------------------------
Total expenses 2,172,315
---------------------------------------------------------------------------------------------------------------------
Net investment income 773,514
---------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) from investments and foreign
currency transactions Net realized gain from investments
Proceeds from sales 5,993,452
Cost of securities sold 1,282,343
---------------------------------------------------------------------------------------------------------------------
Net realized gain from investments 4,711,109
---------------------------------------------------------------------------------------------------------------------
Net realized gain (loss) from foreign currency transactions
Investments (1,970,566)
Foreign currency transactions 129,823
---------------------------------------------------------------------------------------------------------------------
Net realized gain (loss) from foreign currency transactions (1,840,743)
---------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in unrealized appreciation on investments
Balance, beginning of period 324,361,555
Balance, end of period 241,107,281
---------------------------------------------------------------------------------------------------------------------
Net (decrease) in unrealized appreciation on investments (83,254,274)
---------------------------------------------------------------------------------------------------------------------
Net (decrease) in unrealized appreciation on translation of assets
and liabilities in foreign currency (723,187)
---------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) from investments and foreign
currency transactions (81,107,095)
---------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from operations $ (80,333,581)
=====================================================================================================================
The notes to the financial statements form an integral part of these
statements.
5
STATEMENTS OF SURPLUS AND STATEMENTS OF CHANGES IN NET ASSETS
(Unaudited)
Six months ended Year ended
STATEMENTS OF SURPLUS May 31, 2005 November 30, 2004
-------------------------------------------------------------------------------------------------------------------------------
Share premium (capital surplus)
Balance, beginning of period $ 21,249,156 $ 27,489,156
Change due to reorganization -- (6,240,000)
-------------------------------------------------------------------------------------------------------------------------------
Balance, end of period $ 21,249,156 $ 21,249,156
===============================================================================================================================
Undistributed net investment income
Balance, beginning of period $ 55,874,569 $ 59,083,301
Net investment income for the period 773,514 2,071,268
Dividends paid (1,920,000) (5,280,000)
-------------------------------------------------------------------------------------------------------------------------------
Balance, end of period $ 54,728,083 $ 55,874,569
===============================================================================================================================
Undistributed net realized (loss) from
foreign currency transactions
Balance, beginning of period $(54,667,390) $(48,181,979)
Net realized gain (loss) for the period (1,840,743) (6,485,411)
-------------------------------------------------------------------------------------------------------------------------------
Balance, end of period $(56,508,133) $(54,667,390)
===============================================================================================================================
Undistributed net realized gain from investments
(Computed on identified cost basis)
Balance, beginning of period $122,131,967 $115,112,525
Net realized gain for the period 4,711,109 7,019,442
-------------------------------------------------------------------------------------------------------------------------------
Balance, end of period $126,843,076 $122,131,967
===============================================================================================================================
Net unrealized appreciation (depreciation) on investments
Balance, beginning of period $324,361,555 $337,205,016
Net increase (decrease) for the period (83,254,274) (12,843,461)
-------------------------------------------------------------------------------------------------------------------------------
Balance, end of period $241,107,281 $324,361,555
===============================================================================================================================
Net unrealized appreciation (depreciation)
on translation of assets and liabilities in foreign currency
Balance, beginning of period $ 983,311 $ 716,070
Net unrealized appreciation (depreciation) for the period (723,187) 267,241
-------------------------------------------------------------------------------------------------------------------------------
Balance, end of period $ 260,124 $ 983,311
===============================================================================================================================
(Unaudited)
Six months ended Year ended
STATEMENTS OF CHANGES IN NET ASSETS May 31, 2005 November 30, 2004
-------------------------------------------------------------------------------------------------------------------------------
Net investment income $ 773,514 $ 2,071,268
Net realized gain from investments 4,711,109 7,019,442
Net realized gain (loss) from foreign currency transactions (1,840,743) (6,485,411)
Net increase (decrease) in unrealized appreciation on investments (83,254,274) (12,843,461)
Net increase (decrease) in unrealized appreciation (depreciation)
on translation of assets and liabilities in foreign currency (723,187) 267,241
-------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from operations (80,333,581) (9,970,921)
Dividends paid (1,920,000) (5,280,000)
-------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets (82,253,581) (15,250,921)
Net Assets, Beginning of Period 479,533,168 494,784,089
-------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period $397,279,587 $479,533,168
===============================================================================================================================
The notes to the financial statements form an integral part of these
statements.
6
NOTES TO FINANCIAL STATEMENTS
SIX MONTHS ENDED MAY 31, 2005
(UNAUDITED)
1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ASA (Bermuda) Limited ("Company")
is a closed-end management investment company registered under the United States
Investment Company Act of 1940, and was organized as an exempted limited
liability company under the laws of Bermuda on April 29, 2003. On November 19,
2004, the Company, pursuant to an Agreement and Plan of Reorganization (the
"Reorganization"), acquired all the assets and assumed all the liabilities of
ASA Limited ("ASA"), a South African public limited liability company. The
financial statements and financial highlights through November 19, 2004 reflect
the financial information of ASA. The following is a summary of the Company's
significant accounting policies:
A. INVESTMENTS
Portfolio securities are generally valued at the last reported sales price on
the last trading day of the period, or the mean between the closing bid and
asked prices of those securities not traded on that date. In the event that a
mean price cannot be computed due to the absence of either a bid or an asked
price, then the bid price plus 1% or the asked price less 1%, as applicable, is
used. Securities for which current market quotations are not readily available
are valued at their fair value as determined in good faith by, or in accordance
with procedures adopted by, the Company's Board of Directors.
The difference between cost and current value is reflected separately as net
unrealized appreciation (depreciation) on investments. The net realized gain or
loss from the sale of securities is determined for accounting purposes on the
identified cost basis.
There is no assurance that the valuation at which the Company's investments are
carried could be realized upon sale.
B. FOREIGN CURRENCY TRANSLATION
Portfolio securities and other assets and liabilities denominated in foreign
currencies are translated into U.S. dollar amounts at the closing rate of
exchange on the date of valuation. Purchases and sales of investment securities
and income and expense items denominated in foreign currencies are translated
into U.S. dollar amounts on the respective dates of such transactions. The
resulting net foreign currency gain or loss is included in the statement of
operations.
C. SECURITY TRANSACTIONS AND INVESTMENT INCOME
During the six months ended May 31, 2005 sales of securities amounted to
$5,993,452 and there were no purchases of securities.
Dividend income is recorded on the ex-dividend date (date on which the
securities would be sold ex-dividend) net of withholding taxes, if any. Interest
income is recognized on the accrual basis.
D. DISTRIBUTION TO SHAREHOLDERS
Dividends to shareholders are recorded on the ex-dividend date.
The reporting for financial statement purposes of distributions made during the
fiscal year from net investment income or net realized gains may differ from
their ultimate reporting for United States federal income tax purposes. The
differences are caused primarily by the separate line item reporting for
financial statement purposes of foreign exchange gains or losses. See pages 10
through 12 for additional tax information for United States shareholders.
E. USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses for the period. Actual results could differ from those
estimates.
7
F. BASIS OF PRESENTATION
The financial statements are presented in United States dollars.
Certain prior year amounts in the accompanying financial statements have been
reclassified to conform with current year presentation.
2 TAX STATUS OF THE COMPANY The Company is not subject to tax as an exempted
liability company incorporated under the laws of Bermuda.
3 RETIREMENT PLANS In 1994, ASA entered into a supplemental non-qualified
pension agreement with its Chairman. Under the terms of the agreement, ASA
agreed to credit $25,000 per year for five years, beginning December 1, 1993, to
a Supplemental Pension Account with interest credited at an annual rate of 3.5%.
The Board of Directors approved increases in the amount of the annual credit
as follows: $28,125 in May 1999; $31,250 in February 2002, $45,000 in March
2003, $55,000 in February 2004 and $60,000 in March 2005. As a result, the
Company has recorded an expense amount of $28,332 for the six month period ended
May 31, 2005.
The Company has recorded an asset in the amount of $160,000 related to the
retirement obligation liability of $423,967 as of May 31, 2005. The $423,967
represents the total liability payable under the agreement at May 31, 2005. Upon
retirement from the Company, the liability under the agreement is payable in ten
(10) consecutive equal annual payments to the Chairman.
4 CONCENTRATION RISK Under normal circumstances, over 50% of the Company's
assets will be invested in equity securities of companies conducting, as the
major portion of their business, gold mining and related activities in South
Africa. The Company also invests in securities of companies engaged in other
businesses in South Africa, including the mining of other precious metals. In
addition, the Company invests a portion of its assets in securities of companies
operating outside of South Africa in extractive and related activities,
including gold mining. The Company is, therefore, subject to gold and precious
metal related risks as well as risks related to investing in South Africa
including political, economic, regulatory, currency fluctuation and foreign
exchange risks. As a result of industry consolidation, the Company currently is
invested in a limited number of securities and thus holds large positions in
certain securities. Because the Company's investments are concentrated in a
limited number of securities of companies involved in the mining of gold and
other precious metals and related activities, the net asset value of the Company
may be subject to greater volatility than that of a more broadly diversified
investment company.
5 INDEMNIFICATIONS In the ordinary course of business, the Company enters
into contracts that contain a variety of indemnifications. The Company's maximum
exposure under these arrangements is unknown. However, the Company has not had
prior claims or losses pursuant to these indemnification provisions and expects
the risk of loss thereunder to be remote.
8
--------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
(Unaudited)
Six Months Ended Year Ended November 30
------------------------------------------------------------------------------------------------------------------------------------
May 31,
2005 2004 2003 2002 2001 2000
------------------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE
------------------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 49.95 $ 51.54 $ 33.48 $ 21.97 $ 17.58 $ 22.51
------------------------------------------------------------------------------------------------------------------------------------
Net investment income .08 .22 .84 .85 1.00 .61
Net realized gain from investments .49 .73 -- .51 3.05 1.00
Net realized gain (loss) from foreign
currency transactions (.19) (.68) .32 (1.13) (.24) (1.02)
Net increase (decrease) in unrealized
appreciation on investments (8.67) (1.34) 17.76 11.84 1.40 (4.88)
Net increase (decrease) in unrealized appreciation
(depreciation) on translation of assets and
liabilities in foreign currency (.08) .03 (.06) .24 (.02) (.04)
------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets
resulting from operations (8.37) (1.04) 18.86 12.31 5.19 (4.33)
Less dividends (.20) (.55) (.80) (.80) (.80) (.60)
------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 41.38 $ 49.95 $ 51.54 $ 33.48 $ 21.97 $ 17.58
------------------------------------------------------------------------------------------------------------------------------------
Market value per share, end of period $ 36.44 $ 44.82 $ 47.16 $ 30.06 $ 19.83 $ 14.56
TOTAL INVESTMENT RETURN(1)(2)
Based on market value per share (18.25%) (3.67%) 59.91% 55.72% 41.76% (21.06%)
RATIOS TO AVERAGE NET ASSETS(1)(3)
Expenses 1.02% 1.03% .84% .91% 1.10% 1.15%
Net investment income .36% .46% 2.09% 2.63% 4.61% 3.06%
SUPPLEMENTAL DATA
Net assets, end of period (000 omitted) $397,280 $479,533 $494,784 $321,423 $210,944 $168,726
Portfolio turnover rate -- 1.63% -- 4.41% 11.18% 7.43%
Per share calculations are based on the 9,600,000 shares outstanding.
(1) Determined in U.S. dollar terms.
(2) Total investment return is calculated assuming a purchase of common stock
at the current market price on the first day and a sale at the current
market price on the last day of each year reported. Dividends and
distributions, if any, are assumed, for purposes of this calculation, to
be reinvested at prices obtained under the Company's dividend
reinvestment plan.
(3) Annualized for the six months ended May 31, 2005.
SUPPLEMENTARY INFORMATION
(UNAUDITED)
Six months ended May 31, 2005
--------------------------------------------------------------------------------
CERTAIN FEES INCURRED BY THE COMPANY
--------------------------------------------------------------------------------
Directors' fees $170,000
Officers' remuneration 357,006
Auditors 52,581
--------------------------------------------------------------------------------
The notes to the financial statements form an integral part of these
statements.
9
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of
Directors of ASA (Bermuda) Limited:
We have reviewed the accompanying statement of assets and liabilities of
ASA (Bermuda) Limited, including the schedule of investments, as of May 31,
2005, and the related statements of operations, surplus and changes in net
assets, supplementary information and financial highlights for the six-month
period ended May 31, 2005. These financial statements, financial highlights and
supplementary information are the responsibility of the Company's management.
We conducted our review in accordance with the standards of the Public
Company Accounting Oversight Board (United States). A review of interim
financial information consists principally of applying analytical procedures and
making inquiries of persons responsible for financial and accounting matters. It
is substantially less in scope than an audit in accordance with the standards of
the Public Company Accounting Oversight Board, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the interim financial statements referred to above for them to
be in conformity with U.S. generally accepted accounting principles.
We have previously audited, in accordance with the standards of the Public
Company Accounting Oversight Board, the statements of surplus and changes in net
assets for the year ended November 30, 2004 and financial highlights for each of
the three years in the period ended November 30, 2004 and in our report, dated
December 30, 2004, we expressed an unqualified opinion on those financial
statements and financial highlights. The financial highlights for the years
presented prior to November 30, 2002 were audited by other auditors who have
ceased operations and whose report dated December 18, 2001 expressed an
unqualifed opinion on those financial highlights.
June 24, 2005 Ernst & Young LLP
New York, N.Y., U.S.A
--------------------------------------------------------------------------------
CERTAIN TAX INFORMATION FOR
UNITED STATES SHAREHOLDERS (UNAUDITED)
From December 1, 1963 through November 30, 1987, the Company was treated as a
"foreign investment company" for United States federal income tax purposes
pursuant to Section 1246 of the Internal Revenue Code. Under that section, a
United States shareholder who has held his shares in the Company for more than
one year is subject to tax at ordinary income tax rates on his profit (if any)
on a sale of his shares to the extent of his "ratable share" of the Company's
earnings and profits accumulated for the period during which he held those
shares between December 1, 1963 and November 30, 1987. If such shareholder's
profit on the sale of his shares exceeds such ratable share and he held his
shares for more than one year, then, subject to the discussion below regarding
the United States federal income tax rules applicable to taxable years of the
Company beginning after November 30, 1987, he is subject to tax at long-term
capital gain rates on the excess.
The Company's per share earnings and profits accumulated (undistributed) in
each of the taxable years from 1964 through 1987 is given below in United States
currency. All the per share amounts give effect to the two-for-one stock splits
that became effective on May 10, 1966, May 10, 1973 and May 9, 1975. All the per
share amounts reflect distributions through November 30, 2004.
10
Year ended November 30 Per year Per day
--------------------------------------------------------------------------------
1964 $ .042 $.00012
--------------------------------------------------------------------------------
1965 .067 .00019
--------------------------------------------------------------------------------
1966 .105 .00029
--------------------------------------------------------------------------------
1967 .277 .00076
--------------------------------------------------------------------------------
1968 .241 .00066
--------------------------------------------------------------------------------
1969 .461 .00126
--------------------------------------------------------------------------------
1970 .218 .00060
--------------------------------------------------------------------------------
1971 .203 .00056
--------------------------------------------------------------------------------
1972 .445 .00122
--------------------------------------------------------------------------------
1973 .497 .00136
--------------------------------------------------------------------------------
1974 1.151 .00316
--------------------------------------------------------------------------------
1975 .851 .00233
--------------------------------------------------------------------------------
1976 .370 .00101
--------------------------------------------------------------------------------
1977 .083 .00023
--------------------------------------------------------------------------------
1978 .357 .00098
--------------------------------------------------------------------------------
1979 .219 .00060
--------------------------------------------------------------------------------
1980 1.962 .00538
--------------------------------------------------------------------------------
1981 .954 .00261
--------------------------------------------------------------------------------
1982 .102 .00028
--------------------------------------------------------------------------------
1983 -0- -0-
--------------------------------------------------------------------------------
1984 -0- -0-
--------------------------------------------------------------------------------
1985 (.151) (.00041)
--------------------------------------------------------------------------------
1986 -0- -0-
--------------------------------------------------------------------------------
1987 -0- -0-
--------------------------------------------------------------------------------
Under rules enacted by the Tax Reform Act of 1986, the Company became a
"passive foreign investment company" (a "PFIC") on December 1, 1987*. The manner
in which these rules apply depends on whether a United States shareholder (1)
elects to treat the Company as a qualified electing fund ("QEF") with respect to
his Company shares, (2) for taxable years of such United States shareholder
beginning after December 31, 1997, elects to "mark-to-market" his Company shares
as of the close of each taxable year, or (3) makes neither election.
In general, if a United States shareholder of the Company does NOT make
either such election, any gain realized on the direct or indirect disposition of
his Company shares will be treated as ordinary income. In addition, such
shareholder will be subject to an "interest charge" on part of his tax liability
with respect to such gain, as well as with respect to certain "excess
distributions" made by the Company. Furthermore, shares held by such shareholder
may be denied the benefit of any oth erwise applicable increase in tax basis at
death. Under proposed regulations, a "disposition" would include a U.S.
taxpayer's becoming a nonresident alien.
As noted, the general tax consequences described in the preceding paragraph
apply to an "excess distribution" on Company shares, which is defined as a
distribution by the Company for a taxable year that is more than 125% of the
average amount it distributed for the three preceding taxable years.** If the
Company makes an excess distribution in a taxable year, a United States
shareholder who has not made a QEF or mark-to-market election would be required
to allocate the excess amount ratably over the ENTIRE holding period for his
shares. That allocation would result in tax being payable at the highest
applicable rate in the prior years to which the distribution is allocated and
interest charges being imposed on the resulting "underpayment" of taxes made in
those years. In contrast, a distribution that is not an excess distribution
would be taxable to a United States shareholder as a normal dividend (see
footnote * above), with no interest charge.
If a United States shareholder elects to treat the Company as a QEF with
respect to his shares therein for the first year he holds his shares during
which the Company is a PFIC (or who later makes the QEF election and also elects
to treat his shares generally as if they were sold for their fair market value
on the first day of the first taxable year of the Company for which the QEF
election is effective), the rules described in the preceding paragraphs
generally will not apply. Instead, the electing United States shareholder will
include annually in his gross income his PRO RATA share of the Company's
ordinary earnings and net capital gain (his "QEF" inclusion) regardless of
whether such income or gain was actually distributed. A United States
shareholder who makes a valid QEF election will recognize capital gain on any
profit from the actual sale of his shares if those shares were held as capital
assets, except to the extent of the shareholder's ratable share of the earnings
and profits of the Company accumulated for the period during which he held those
shares between December 1, 1963 and November 30, 1987, as described above.
Alternatively, if a United States shareholder makes the mark-to-market
election with respect to Company shares for taxable years beginning on or after
January 1, 1998, such shareholder will be required annually to report any
unrealized gain with respect to his shares as ordinary income, and any
unrealized loss would be permitted as an
----------
* Because the Company is a PFIC, dividends it pays will not qualify for the 15%
maximum U.S. federal income tax rate on dividends that individuals receive and
instead will be taxed at rates up to 35%.
** For example, the Company made annual distributions of $.55, $.80 and $.80 per
share during the taxable years ended November 30, 2004, 2003 and 2002,
respectively, an average per year of $.71667 per share. Accordingly, any
distribution in excess of $.90 per share (125% of $.71667) would be treated as
an excess distribution for the taxable year ending November 30, 2005. (All
amounts in U.S. currency.)
11
ordinary loss, but only to the extent of previous inclusions of ordinary income.
Any gain subsequently realized by the electing United States shareholder on a
sale or other disposition of his Company shares also would be treated as
ordinary income, but such shareholder would not be subject to an interest charge
on his resulting tax liability. Special rules apply to a United States
shareholder that held his PFIC stock prior to the first taxable year for which
the mark-to-market election was effective.
A United States shareholder with a valid QEF election in effect would not be
taxed on any distributions paid by the Company to the extent of any QEF
inclusions, but any distributions out of accumulated earnings and profits in
excess thereof would be treated as taxable dividends. Such a shareholder would
increase the tax basis in his Company shares by the amount of any QEF inclusions
and reduce such tax basis by any distributions to him that are not taxable as
described in the preceding sentence. Special rules apply to United States
shareholders who make the QEF election and wish to defer the payment of tax on
their annual QEF inclusions.
Each shareholder who desires QEF treatment must individually elect such
treatment. The QEF election must be made for the taxable year of the shareholder
in which or with which the taxable year of the Company ends. A QEF election is
effective for the shareholder's taxable year for which it is made and all
subsequent taxable years of the shareholder and may not be revoked without the
consent of the Internal Revenue Service. A shareholder of the Company who first
held his Company shares after November 30, 2004 and who files his tax return on
the basis of a calendar year may make a QEF election on his 2005 tax return. A
shareholder of the Company who first held his Company shares on or before
November 30, 2004 may also make the QEF election on his 2005 tax return but
should consult his tax advisor concerning the tax consequences and special rules
that apply when a QEF election could have been made with respect to such shares
for an earlier taxable year.
The QEF election must be made by the due date, with extensions, of the
federal income tax return for the taxable year for which the election is to
apply. Under Treasury regulations, the QEF election is made on Internal Revenue
Service Form 8621, which must be completed and attached to a timely filed income
tax return in which the shareholder reports his QEF inclusion for the year to
which the election applies. In order to allow United States shareholders to make
the QEF elections and to comply with the applicable annual reporting
requirements, the Company annually will provide to them a "PFIC Annual
Information Statement" containing certain information required by Treasury
regulations.
In early 2006 the Company will send to United States shareholders the PFIC
Annual Information Statement for the Company's 2005 taxable year. Such annual
information statement may be used for purposes of completing Form 8621. A
shareholder who either is subject to a prior QEF election or is making a QEF
election for the first time must attach a completed Form 8621 to his income tax
return each year. Other United States shareholders also must attach completed
Forms 8621 to their tax returns each year, but shareholders not electing QEF
treatment will not need to report QEF inclusions thereon.
Special rules apply to United States persons who hold Company shares through
intermediate entities or persons and to United States shareholders who directly
or indirectly pledge their shares, including those in a margin account.
Ordinarily, the tax basis that is obtained by a transferee of property on the
death of the owner of that property is adjusted to the property's fair market
value on the date of death (or alternate valuation date). If a United States
shareholder dies owning shares with respect to which he did not elect QEF
treatment (or elected such treatment after the first year in which he owned
shares in which the Company was a PFIC and did not elect to recognize gain as
described above), the transferee of those shares will not be entitled to adjust
the tax basis in such shares to the fair market value on the date of death (or
alternate valuation date). In that case, in general, the transferee of such
shares will take a basis in the shares equal to the shareholder's basis therein
immediately before his death. If a United States shareholder dies owning Company
shares for which a valid QEF election was in effect for all taxable years in
such shareholder's holding period during which the Company was a PFIC (or the
shareholder elected to treat the shares as if sold on the first day of the first
taxable year of the Company for which the QEF election was effective), then the
basis increase generally will be available unless the holding period for his
shares began on or prior to November 30, 1987. In the latter case, in general,
any otherwise applicable basis increase will be reduced to the extent of the
shareholder's ratable share of the earnings and profits of the Company
accumulated for the period during which he held those shares between December 1,
1963 and November 30, 1987.
DUE TO THE COMPLEXITY OF THE APPLICABLE TAX RULES, UNITED STATES SHAREHOLDERS
OF THE COMPANY ARE STRONGLY URGED TO CONSULT THEIR OWN TAX ADVISORS CONCERNING
THE IMPACT OF THESE RULES ON THEIR INVESTMENT IN THE COMPANY AND ON THEIR
INDIVIDUAL SITUATIONS.
12
DIVIDEND REINVESTMENT PLAN
EquiServe Trust Company, N.A. ("EquiServe") has been engaged to offer a
dividend reinvestment plan (the "Plan") to shareholders. Shareholders must elect
to participate in the Plan by signing an authorization. The authorization
appoints EquiServe as agent to apply to the purchase of common shares of the
Company in the open market (i) all cash dividends (after deduction of the
service charge described below) which become payable to such participant on the
Company's shares (including shares registered in his or her name and shares
accumulated under the Plan) and (ii) any voluntary cash payments ($50 minimum,
$3,000 maximum per dividend period) received from such participant within 30
days prior to such dividend payment date.
For the purpose of making purchases, EquiServe will commingle each
participant's funds with those of all other participants in the Plan. The price
per share of shares purchased for each participant's account shall be the
average price (including brokerage commissions and any other costs of purchase)
of all shares purchased in the open market with the net funds available from a
cash dividend and any voluntary cash payments being concurrently invested. Any
stock dividends or split shares distributed on shares held in the Plan will be
credited to the participant's account.
For each participant, a service charge of 5% of the combined amount of the
participant's dividend and any voluntary payment being concurrently invested, up
to a maximum charge of $2.50 per participant, will be deducted (and paid to
EquiServe) prior to each purchase of shares. Shareholder sales of shares held by
EquiServe in the Plan are subject to a fee of $10.00 plus applic able brokerage
commissions deducted from the proceeds of the sale. Additional nominal fees are
charged by EquiServe for specific shareholder requests such as requests for
information regarding share cost basis detail in excess of two prior years and
for replacement 1099 reports older than three years.
Participation in the Plan may be terminated by a participant at any time by
written instructions to EquiServe. Upon termination, a participant will receive
a certificate for the full number of shares credited to his or her account,
unless he or she requests the sale of all or part of such shares.
Dividends reinvested by a shareholder under the Plan will generally be
treated for U.S. federal income tax purposes in the same manner as dividends
paid to such shareholder in cash. See "Certain tax information for United States
shareholders" for more information regarding tax consequences to U.S. investors
of an investment in shares of the Company, including the effect of the Company's
status as a PFIC. The amount of the service charge is deductible for U.S.
federal income tax purposes, subject to limitations.
To participate in the Plan an investor may not hold his or her shares in a
"street name" brokerage account.
Additional information regarding the Plan may be obtained from EquiServe
Dividend Reinvestment Plan, 250 Royall St., Canton, MA 02021. Information may
also be obtained by calling EquiServe's Shareholder Contact Center at
781-575-2723 between 8:30 a.m. and 7 p.m., Eastern time, Monday through Friday.
--------------------------------------------------------------------------------
PRIVACY NOTICE
ASA (Bermuda) Limited (the "Company") is committed to protecting the
financial privacy of its shareholders.
We do not share any nonpublic, personal information that we may collect about
shareholders with anyone, including our affiliates, except to service and
administer shareholders' share accounts, to process transactions, to comply with
shareholders' requests or legal requirements or for other limited purposes
permitted by law. For example, the Company may disclose a shareholder's name,
address, social security number and the number of shares owned to its
administrator, transfer agent or other service providers in order to provide the
shareholder with proxy statements, tax reporting forms, annual reports or other
information about the Company. This policy applies to all of the Company's
shareholders and former shareholders.
We keep nonpublic personal information in a secure environment. We restrict
access to nonpublic personal information to Company officers, agents and service
providers who have a need to know the information based on their role in
servicing or administering shareholders' accounts. The Company also maintains
physical, electronic and procedural safeguards that comply with federal
regulations and established security standards to protect the confidentiality of
nonpublic personal information.
13
RESULTS OF PROPOSALS PRESENTED AT THE ANNUAL MEETING
OF SHAREHOLDERS
The following votes were cast at the Annual Meeting of Shareholders held on
March 3, 2005:
--------------------------------------------------------------------------------
ELECTION OF DIRECTORS
For Withheld
--------------------------------------------------------------------------------
Robert J.A. Irwin 7,472,630 465,212
Henry R. Breck 7,865,103 72,739
Harry M. Conger 7,179,641 758,201
Chester A. Crocker 7,473,494 464,348
Joseph C. Farrell 7,865,063 72,779
James G. Inglis 7,859,760 78,082
Malcolm W. MacNaught 7,865,102 72,740
Ronald L. McCarthy 7,471,912 465,930
Robert A. Pilkington 7,864,573 73,269
A. Michael Rosholt 7,468,642 469,200
--------------------------------------------------------------------------------
APPOINTMENT OF AUDITORS
For Against Abstain
--------------------------------------------------------------------------------
Ernst & Young LLP 7,827,332 34,218 76,292
--------------------------------------------------------------------------------
APPROVAL OF AMENDED AND RESTATED
BYE-LAWS OF THE COMPANY 7,845,484 39,431 52,927
--------------------------------------------------------------------------------
PROXY VOTING POLICIES AND PROCEDURES
The policies and procedures used by the Company to determine how to vote
proxies relating to portfolio securities and information regarding how the
Company voted proxies relating to portfolio securities during the twelve month
period ended June 30, 2004 is available on the Company's website at
http://www.asaltd.com and on the Securities and Exchange Commission's website at
http://www.sec.gov. A written copy of the Company's policies and procedures is
available without charge, upon request, by calling collect (973) 377-3535.
FORM N-Q
The Company files its complete schedule of portfolio holdings with the
Securities and Exchange Commission (the "Commission") for the first and third
quarters of each fiscal year on Form N-Q. The Company's Forms N-Q are available
on the Commission's website at http://www.sec.gov. The Company's Forms N-Q also
may be reviewed and copied at the Commission's Public Reference Room in
Washington, D.C.; information on the operation of the Public Reference Room may
be obtained by calling 1-800-SEC-0330. The Schedule of Investments reported on
Form N-Q also is included in the Company's financial statements for the first
and third quarters of each fiscal year which are available on the Company's
website at http://www.asaltd.com.
FORWARD-LOOKING STATEMENTS
This report contains "forward-looking statements" within the meaning of the
Securities Act of 1933 and the Securities Exchange Act of 1934. By their nature
all forward-looking statements involve risks, uncertainties and other factors
which may cause actual results, performance or achievements of management's
plans to be materially different from those contemplated by the forward-looking
statements. Such factors include, but are not limited to, the performance of the
companies whose securities comprise the Company's portfolio, the conditions in
the U.S., South African and other international securities and foreign exchange
markets, the price of gold, platinum and other precious metals and changes in
tax law.
14
ASA (BERMUDA) LIMITED
Incorporated in the
Commonwealth of Bermuda
(Registration No. 33576)
DIRECTORS
HENRY R. BRECK ROBERT J.A. IRWIN
(U.S.A.) (U.S.A.)
HARRY M. CONGER MALCOLM W. MACNAUGHT
(U.S.A.) (U.S.A.)
CHESTER A. CROCKER RONALD L. MCCARTHY
(U.S.A.) (South Africa)
JOSEPH C. FARRELL ROBERT A. PILKINGTON
(U.S.A.) (U.S.A.)
JAMES G. INGLIS A. MICHAEL ROSHOLT
(South Africa) (South Africa)
OFFICERS
ROBERT J.A. IRWIN, CHAIRMAN, PRESIDENT AND TREASURER
PAUL K. WUSTRACK, JR., SECRETARY AND CHIEF COMPLIANCE OFFICER
EXECUTIVE OFFICES
11 SUMMER STREET
BUFFALO, NEW YORK
REGISTERED OFFICE
CANON'S COURT
22 VICTORIA STREET
HAMILTON HM12, BERMUDA
AUDITORS
ERNST & YOUNG LLP, NEW YORK, NY, U.S.A.
COUNSEL
APPLEBY SPURLING HUNTER, HAMILTON, BERMUDA
KIRKPATRICK & LOCKHART NICHOLSON GRAHAM LLP
WASHINGTON, DC, U.S.A.
CUSTODIAN
JPMORGAN CHASE BANK, BROOKLYN, NY, U.S.A.
SUBCUSTODIAN
STANDARD BANK OF SOUTH AFRICA LIMITED
JOHANNESBURG, SOUTH AFRICA
FUND ACCOUNTANTS
KAUFMAN ROSSIN & CO., PA, MIAMI, FL, U.S.A.
SHAREHOLDER SERVICES
LGN ASSOCIATES, FLORHAM PARK, NJ, U.S.A.
(973) 377-3535
TRANSFER AGENT
EQUISERVE TRUST COMPANY, N.A.,
525 WASHINGTON BOULEVARD, JERSEY CITY, NJ 07310, U.S.A.
WEBSITE--http://www.asaltd.com
ASA
(BERMUDA)
LIMITED
(GRAPHIC OMITTED)
INTERIM
REPORT
FOR THE
SIX MONTHS
ENDED
MAY 31, 2005
Item 2. Code of Ethics.
Not applicable.
Item 3. Audit Committee Financial Expert.
Not applicable.
Item 4. Principal Accountant Fees and Services.
Not applicable.
Item 5. Audit Committee of Listed Registrants.
Not applicable.
Item 6. Schedule of Investments.
Included as part of the report to shareholders filed under
Item 1.
Item 7. Disclosure of Proxy Voting Policies and Procedures for
Closed-end Management Investment Companies.
Not applicable.
Item 8. Portfolio Managers of Closed-end Management Investment Companies.
Not applicable.
Item 9. Purchases of Equity Securities by Closed-end Management
Investment Company and Affiliated Purchasers.
None.
Item 10. Submission of Matters to a Vote of Security Holders.
There have been no material changes to the procedures by which
shareholders may recommend nominees to the registrant's board of
directors since the registrant last provided disclosure in
response to Item 7(d)(2)(ii)(G) of Schedule 14A in its proxy
statement dated January 28, 2005.
Item 11. Controls and Procedures.
(a) The Chairman of the Board, President and Treasurer, in his
capacities as principal executive officer and principal
financial officer of registrant, has concluded that the
registrant's disclosure controls and procedures (as
defined in Rule 30a-3(c) under the Investment Company Act
of 1940 (the "1940 Act")) are effective, based on his
evaluation of these controls and procedures as of a date
within 90 days prior to the filing date of this report.
(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 second fiscal
quarter of the period covered by this report that have
materially affected, or are reasonably likely to
materially affect, the registrant's internal control over
financial reporting.
Item l2. Exhibits.
(a)(1) Not applicable.
(a)(2) The certification required by Rule 30a-2(a) under the
1940 Act is attached hereto.
(a)(3) Not applicable.
(b) The certification required by Rule 30a-2(b) under the 1940
Act, Rule 13a-14(b) under the Exchange Act and Section
1350 of Chapter 63 of Title 18 of the United States Code
is attached hereto. This certification is not deemed
"filed" for purposes of Section 18 of the Exchange Act, or
otherwise subject to the liability of that section. Such
certification will not be deemed to be incorporated by
reference into any filing under the Securities Act of 1933
or the Exchange Act, except to the extent that the
registrant specifically incorporates it by reference.
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.
ASA (Bermuda) Limited
Date: August 8, 2005
By: /s/ Robert J.A. Irwin
------------------------------------------
Robert J.A. Irwin
Chairman of the Board, President and Treasurer
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 person on behalf of the registrant and in the capacities and on the
date indicated.
Date: August 8, 2005
By: /s/ Robert J.A. Irwin
------------------------------------------
Robert J.A. Irwin
Chairman of the Board, President and Treasurer
(Principal Executive Officer
and
Principal Financial Officer)