FORM N-CSRS
CERTIFIED SHAREHOLDERS REPORT
OF
REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act - file number: 811-10419
Exact Name of registrant as specified in charter: NorthQuest Capital Fund, Inc.
Address of principal executive offices: 16 Rimwood Lane
Colts Neck, NJ 07722
Name and address of agent for service: Peter J. Lencki
16 Rimwood Lane
Colts Neck, NJ 07722
Registrant telephone number, including area code: 732-842-3465
Date of fiscal year: December 31st
Date of reporting period: 6/30/2020
ITEM 1. Report to Shareholders.
NORTHQUEST CAPITAL FUND, INC.
SEMI-ANNUAL REPORT
JUNE 30, 2020
(UNAUDITED)
NorthQuest Capital Fund, Inc.
16 Rimwood Lane
Colts Neck, NJ 07722
1-800-239-9136
Ticker: NQCFX
www.NorthQuestFund.com
Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund’s shareholder reports like this one will no longer be sent by mail, unless you specifically request from your financial intermediary (such as a broker-dealer or bank) or the Fund to receive (free of charge) paper copies of the reports. Instead, the reports will be made available on the Fund’s website www.northquestfund.com, and you will be notified by mail each time a report is posted and provided with a website link to access the report.
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically by contacting your financial intermediary or, if you are a direct investor, by following the instructions included with paper Fund documents that have been mailed to you.
NORTHQUEST CAPITAL FUND, INC.
SHAREHOLDER LETTER
JUNE 30, 2020 (UNAUDITED)
To the Shareholders of NorthQuest Capital Fund, Inc.:
Our Fund began the year at a share price of $19.85 and ended the past six months at $19.27. The Fund’s total return for this period decreased 2.92%. Please see the performance chart.
2020 Performance
The Fund and Other Indexes Year-To-Date (Loss) |
NorthQuest Capital Fund (2.92%) |
Dow Jones Industrial Average (9.55%) |
NASDAQ Composite 12.11% |
S&P500 Index with dividends reinvested (3.08%) |
Sales of Common Stock Securities
Company | Shares sold | Company | Shares sold |
1. Boeing Company (BA) | ALL | 4. McCormick & Company (MKC) | ALL |
2. Fiserv, Inc. (FISV) | 3100 | 5. Microchip Technology (MCHP) | ALL |
3. IPG Photonics Corp. (IPGP) | ALL | 6. Rollins, Inc. (ROL) | 1250 |
Purchases of Common Stock Securities
Company | Shares purchased | Company | Shares purchased |
1. Adobe Inc. (ADBE) | 500 | 5. Intuit Inc. (INTU) | 400 |
2. Amazon.com, Inc. (AMZN) | 40 | 6. Lockheed Martin Corp. (LMT) | 500 |
3. Boeing Company (BA) | 175 | 7. Microsoft Corporation (MSFT) | 800 |
4. CDW Corporation (CDW) | 1500 | 8. Sherwin-Williams Company (SHW) | 100 |
Strategy
The coronavirus pandemic forced the U.S. economy to adapt and adjust to the “Sudden Stop” that shutdown many businesses and caused most individuals to shelter in place. During the onset of the economic shutdown, the Fund reassessed its outlook on the economy and the impact the crisis would have on our investment holdings. As a consequence, the Fund reduced or eliminated its ownership in several companies which are listed above under section “Sales of Common Stock Securities”. The sales were reinvested into Adobe, Amazon, CDW, Intuit, and Microsoft. During the pandemic, the products and services offered by these companies became vital to individuals and businesses and will likely be used routinely after the coronavirus outbreak ends.
ADBE, INTU, and MSFT develop and support computer software to individuals and businesses. AMZN is an online retailer and cloud computing provider. And CDW sells computer hardware, software, and support to business, government, and education customers.
1
NORTHQUEST CAPITAL FUND, INC.
SHAREHOLDER LETTER (CONTINUED)
JUNE 30, 2020 (UNAUDITED)
On March 27, 2020, our shareholders elected four directors to serve one-year terms on the Fund’s Board of Directors. Fund shareholders also ratified Sanville & Company as the Fund’s independent registered public accounting firm which will audit the Fund’s year-end financial statements for 2020. The voting results are in section “SHAREHOLDER MEETING” in this report. Thank you for your votes.
In Memory Of
Our prayers go out to those who have died, those who have lost loved ones, and those whose livelihoods have been affected by the coronavirus.
You will find enclosed the Fund’s financial report. Please do not hesitate to call or write me with regard to any comments or questions that you may have about this report.
Sincerely,
Peter J. Lencki
President
2
NORTHQUEST CAPITAL FUND, INC.
TOP TEN HOLDINGS as a Percentage of the Fund's Net Assets
JUNE 30, 2020 (UNAUDITED)
3
NORTHQUEST CAPITAL FUND, INC.
PORTFOLIO ILLUSTRATION
JUNE 30, 2020 (UNAUDITED)
The following chart gives a visual breakdown of the Fund by the industry sectors the underlying securities represent as a percentage of the portfolio of investments.
Sectors are categorized using Morningstar® classifications.
4
NORTHQUEST CAPITAL FUND, INC.
SCHEDULE OF INVESTMENTS
JUNE 30, 2020 (UNAUDITED)
Shares |
|
| Value |
|
|
|
|
COMMON STOCKS - 98.00% |
| ||
|
|
|
|
Electronic Computers - 8.66% |
| ||
1,200 |
| Apple, Inc. | $ 437,760 |
|
|
|
|
General Industrial Machinery & Equipment - 5.57% |
| ||
1,100 |
| Zebra Technologies Corp. * | 281,545 |
|
|
|
|
Guided Missiles & Space Vehicles & Parts - 3.61% |
| ||
500 |
| Lockheed Martin Corp. | 182,460 |
|
|
|
|
Insurance Agents Brokers & Services - 3.67% |
| ||
1,900 |
| Arthur J. Gallagher & Co. | 185,231 |
|
|
|
|
Medical Devices - 4.51% |
| ||
3,300 |
| Edwards Lifesciences Corp. * | 228,063 |
|
|
|
|
Pharmaceutical Preparations - 4.07% |
| ||
1,500 |
| Zoetis, Inc. Class A | 205,560 |
|
|
|
|
Railroads, Line-Haul Operating - 4.69% |
| ||
1,400 |
| Union Pacific Corp. | 236,698 |
|
|
|
|
Retail-Auto & Home Supply Stores - 4.17% |
| ||
500 |
| O'Reilly Automotive, Inc. * | 210,835 |
|
|
|
|
Retail-Building Materials, Hardware, Garden Supply - 4.57% |
| ||
400 |
| Sherwin-Williams Co. | 231,140 |
|
|
|
|
Retail-Catalog & Mail-Order Houses - 5.63% |
| ||
40 |
| Amazon.com, Inc. * | 110,353 |
1,500 |
| CDW Corp. | 174,270 |
|
|
| 284,623 |
Retail-Lumber & Other Building Materials Dealers - 4.96% |
| ||
1,000 |
| Home Depot, Inc. | 250,510 |
|
|
|
|
Security & Commodity Brokers, Dealers, Exchanges & Services - 3.99% |
| ||
2,200 |
| Intercontinental Exchange, Inc. | 201,520 |
|
|
|
|
Services-Business Services - 6.44% |
| ||
1,100 |
| MasterCard, Inc. Class A | 325,270 |
|
|
|
|
Services-Computer Processing & Data Preparations - 2.70% |
| ||
1,400 |
| Fiserv, Inc. * | 136,668 |
|
|
|
|
Services-Consumer Credit Reporting, Collection Agencies - 7.17% |
| ||
1,100 |
| S&P Global, Inc. | 362,428 |
5
NORTHQUEST CAPITAL FUND, INC.
SCHEDULE OF INVESTMENTS (CONTINUED)
JUNE 30, 2020 (UNAUDITED)
Shares |
|
| Value |
|
|
|
|
Services-Prepackaged Software - 9.87% |
| ||
500 |
| Adobe, Inc. * | $ 217,655 |
400 |
| Intuit, Inc. | 118,476 |
800 |
| Microsoft Corp. | 162,808 |
|
|
| 498,939 |
Services-To Dwellings & Other Buildings - 3.36% |
| ||
4,000 |
| Rollins, Inc. | 169,560 |
|
|
|
|
Surgical & Medical Instruments - 6.06% |
| ||
1,700 |
| Stryker Corp. | 306,323 |
|
|
|
|
Wholesale-Misc. Durable Goods - 4.30% |
| ||
800 |
| Pool Corp. | 217,496 |
|
|
|
|
TOTAL COMMON STOCKS (Cost $2,909,154) - 98.00% | 4,952,629 | ||
|
|
|
|
SHORT-TERM INVESTMENT - 2.16% |
| ||
108,908 |
| Huntington Conservative Deposit Account 0.06% ** | 108,908 |
TOTAL SHORT-TERM INVESTMENT (Cost $108,908) - 2.16% | 108,908 | ||
|
|
|
|
TOTAL INVESTMENTS (Cost $3,018,062) - 100.16% | 5,061,537 | ||
|
|
|
|
LIABILITIES IN EXCESS OF OTHER ASSETS, NET - (0.16)% | (7,979) | ||
|
|
|
|
NET ASSETS - 100.00% | $ 5,053,558 |
* Non-income producing securities during the period.
** Variable rate security; the coupon rate shown represents the yield at June 30, 2020.
The accompanying notes are an integral part of these financial statements.
6
NORTHQUEST CAPITAL FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 2020 (UNAUDITED)
Assets: |
|
|
Investments in Securities, at Value (Cost $3,018,062) | $ 5,061,537 | |
Cash |
| 500 |
Receivables: |
| |
Dividends and Interest | 984 | |
Prepaid Expenses | 1,597 | |
Total Assets | 5,064,618 | |
Liabilities: |
|
|
Due to Advisor | 4,130 | |
Accrued Expenses | 6,930 | |
Total Liabilities | 11,060 | |
|
|
|
Net Assets |
| $ 5,053,558 |
|
|
|
Net Assets Consist of: |
| |
Common Stock, at $0.001 par value | $ 262 | |
Paid In Capital | 2,831,320 | |
Distributable Earnings | 2,221,976 | |
Net Assets, for 262,219 Shares Outstanding | $ 5,053,558 | |
|
|
|
Net Asset Value Per Share | $ 19.27 |
The accompanying notes are an integral part of these financial statements.
7
NORTHQUEST CAPITAL FUND, INC.
STATEMENT OF OPERATIONS
For the Six Months Ended June 30, 2020 (UNAUDITED)
Investment Income: |
| |
Dividends | $ 24,480 | |
Interest |
| 327 |
Total Investment Income | 24,807 | |
|
|
|
Expenses: |
|
|
Advisory fees | 24,032 | |
Transfer Agent fees | 4,078 | |
Audit fees | 4,687 | |
Custody |
| 2,253 |
Insurance fees | 169 | |
Registration | 1,987 | |
Postage & printing | 507 | |
Telephone | 385 | |
NASDAQ fees | 298 | |
Other expenses | 1,053 | |
Total Expenses | 39,449 | |
|
|
|
Net Investment Loss | (14,642) | |
|
|
|
Realized and Unrealized Gain (Loss) on Investments: |
| |
Realized Gain on Investments | 218,660 | |
Net Change in Unrealized Depreciation on Investments | (352,361) | |
Realized and Unrealized Loss on Investments | (133,701) | |
|
|
|
Net Decrease in Net Assets Resulting from Operations | $ (148,343) |
The accompanying notes are an integral part of these financial statements.
8
NORTHQUEST CAPITAL FUND, INC.
STATEMENTS OF CHANGES IN NET ASSETS
|
| (Unaudited) |
|
|
|
| Six Months |
|
|
|
| Ended |
| Year Ended |
|
| 6/30/2020 |
| 12/31/2019 |
Increase (Decrease) in Net Assets From Operations: |
|
|
| |
Net Investment Loss | $ (14,642) |
| $ (25,519) | |
Net Realized Gain on Investments | 218,660 |
| 154,056 | |
Unrealized Appreciation (Depreciation) on Investments | (352,361) |
| 1,232,883 | |
Net Increase (Decrease) in Net Assets Resulting from Operations | (148,343) |
| 1,361,420 | |
|
|
|
|
|
Distributions to Shareholders: | - |
| (154,054) | |
|
|
|
|
|
Capital Share Transactions | 26,682 |
| 159,540 | |
|
|
|
|
|
Total Increase (Decrease) in Net Assets | (121,661) |
| 1,366,906 | |
|
|
|
|
|
Net Assets: |
|
|
|
|
Beginning of Period | 5,175,219 |
| 3,808,313 | |
|
|
|
|
|
End of Period | $ 5,053,558 |
| $ 5,175,219 |
The accompanying notes are an integral part of these financial statements.
9
NORTHQUEST CAPITAL FUND, INC.
FINANCIAL HIGHLIGHTS
Selected data for a share outstanding throughout the period.
|
| (Unaudited) |
|
|
|
|
|
|
|
| Six Months |
|
|
|
|
|
|
|
| Ended |
| Years Ended | ||||
|
| 6/30/2020 |
| 12/31/2019 | 12/31/2018 | 12/31/2017 | 12/31/2016 | 12/31/2015 |
|
|
|
|
|
|
|
|
|
Net Asset Value, at Beginning of Period | $ 19.85 |
| $ 15.07 | $ 16.38 | $ 14.34 | $ 14.31 | $ 15.81 | |
|
|
|
|
|
|
|
|
|
Income (Loss) From Investment Operations: |
|
|
|
|
|
|
| |
Net Investment Loss * | �� (0.06) |
| (0.10) | (0.10) | (0.09) | (0.09) | (0.08) | |
Net Gain (Loss) on Securities (Realized and Unrealized) | (0.52) |
| 5.49 | (0.30) | 3.36 | 1.70 | (0.93) | |
Total from Investment Operations | (0.58) |
| 5.39 | (0.40) | 3.27 | 1.61 | (1.01) | |
|
|
|
|
|
|
|
|
|
Distributions from Realized Capital Gains | - |
| (0.61) | (0.91) | (1.23) | (1.58) | (0.49) | |
|
|
|
|
|
|
|
|
|
Net Asset Value, at End of Period | $ 19.27 |
| $ 19.85 | $ 15.07 | $ 16.38 | $ 14.34 | $ 14.31 | |
|
|
|
|
|
|
|
|
|
Total Return ** | (2.92)% | (b) | 35.75% | (2.34)% | 22.73% | 11.18% | (6.44)% | |
|
|
|
|
|
|
|
|
|
Ratios/Supplemental Data: |
|
|
|
|
|
|
| |
Net Assets at End of Period (Thousands) | $ 5,054 |
| $ 5,175 | $ 3,808 | $ 3,842 | $ 3,160 | $ 2,919 | |
Ratio of Expenses to Average Net Assets |
|
|
|
|
|
|
| |
Before Reimbursement | 1.64% | (a) | 1.60% | 1.65% | 1.75% | 1.90% | 1.87% | |
After Reimbursement | 1.64% | (a) | 1.60% | 1.65% | 1.75% | 1.79% | 1.79% | |
Ratio of Net Investment Loss to Average Net Assets |
|
|
|
|
|
|
| |
Before Reimbursement | (0.61)% | (a) | (0.55)% | (0.61)% | (0.55)% | (0.69)% | (0.59)% | |
After Reimbursement | (0.61)% | (a) | (0.55)% | (0.61)% | (0.55)% | (0.58)% | (0.51)% | |
Portfolio Turnover | 20.52% | (b) | 22.90% | 13.30% | 21.78% | 30.61% | 18.46% |
* Per share net investment loss has been determined on the basis of average shares outstanding during the year.
** Assumes reinvestment of dividends.
(a) Annualized.
(b) Not annualized.
The accompanying notes are an integral part of these financial statements.
10
NORTHQUEST CAPITAL FUND, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2020 (UNAUDITED)
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations: NorthQuest Capital Fund, Inc. (the “Fund”) was incorporated on January 3, 2001 in New Jersey and commenced investment operations January 15, 2002. The Fund is registered as an open-end, non-diversified management investment company under the Investment Company Act of 1940, as amended, and its shares are registered under the Securities Act of 1933.
The Fund's investment objective is to seek long-term capital appreciation and to secondarily earn dividend income.
The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements. The Fund is an investment company that follows the accounting and reporting guidance of Accounting Standards Codification Topic 946 applicable to investment companies.
Security Valuation: All investments in securities are recorded at their estimated fair value, as described in Note 2.
Federal Income Taxes: The Fund makes no provision for federal income or excise tax. The Fund intends to qualify each year as a “regulated investment company” (“RIC”) under subchapter M of the Internal Revenue Code of 1986, as amended, by complying with the requirements applicable to RICs and by distributing substantially all of their taxable income. The Fund also intends to distribute sufficient net investment income and net capital gains, if any, so that they will not be subject to excise tax on undistributed income and gains. If the required amount of net investment income or gains is not distributed, the Fund could incur a tax expense. Therefore, no federal income tax or excise provision is required.
The Fund recognizes the tax benefits of uncertain tax positions only when the position is more likely than not to be sustained, assuming examination by tax authorities. Management has analyzed the Fund’s tax positions and concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns filed for open tax years (2016-2019) or expected to be taken in the Fund’s 2019 tax returns. The Fund identifies their major tax jurisdiction as U.S. Federal and state of New Jersey, however the Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next 12 months.
The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. During the six months ended June 30, 2020, the Fund did not incur any interest or penalties.
Distributions to Shareholders: The Fund intends to distribute to its shareholders substantially all of its net realized capital gains and net investment income, if any, annually.
11
NORTHQUEST CAPITAL FUND, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2020 (UNAUDITED)
Other: The Fund follows industry practice and records security transactions on the trade date. The specific identification method is used for determining gains or losses for financial statements and income tax purposes. Dividend income is recorded on the ex-dividend date and interest income is recorded on an accrual basis.
Cash and Cash Equivalents: The Fund maintains its cash in an account at a custodian bank, which, at times, may exceed federally insured limits. The Fund has not experienced any losses in such account and believes it is not exposed to any significant credit risk on its cash deposits.
Use of Estimates: The preparation of financial statements in conformity with U.S. generally accepted accounting principles ("GAAP") requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.
Subsequent events: Management has evaluated subsequent events through the date the financial statements were issued and has determined that there were no subsequent events requiring recognition or disclosure in these financial statements.
2. SECURITIES VALUATIONS
Processes and Structure
The Fund’s Board of Directors have adopted guidelines for valuing securities including in circumstances in which market quotes are not readily available and has delegated to the Advisor the responsibility for determining fair value prices, subject to review by the Board of Directors.
Hierarchy of Fair Value Inputs
The Fund utilizes various methods to measure the fair value of most of their investments on a recurring basis. GAAP establishes a hierarchy that prioritizes inputs to valuation techniques used to measure fair value. The three levels of inputs are as follows:
·
Level 1. Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.
·
Level 2. Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, 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 to the extent that relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions that a market participant would use in valuing the asset or liability, and that would be based on the best information available.
12
NORTHQUEST CAPITAL FUND, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2020 (UNAUDITED)
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 instruments categorized in level 3.
The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, 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.
Fair Value Measurements
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 follows.
Equity securities (common stocks). Securities traded on a national securities exchange (or reported on the NASDAQ national market) are stated at the last reported sales price on the day of valuation. To the extent these securities are actively traded, and valuation adjustments are not applied, they are categorized in level 1 of the fair value hierarchy. Certain foreign securities may be fair valued using a pricing service that considers the correlation of the trading patterns of the foreign security to the intraday trading in the U.S. markets for investments such as American Depositary Receipts, financial futures, Exchange Traded Funds, and the movement of the certain indexes of securities based on a statistical analysis of the historical relationship and that are categorized in level 2.
Short term investments. Short term investments are valued using amortized cost, which approximates fair value. These securities will be categorized in Level 1 of the fair value hierarchy.
The following table summarizes the inputs used to value the Fund’s assets measured at fair value as of June 30, 2020:
| Financial Instruments—Assets | |||
Categories | Level 1 | Level 2 | Level 3 | Fair Value |
|
|
|
|
|
Common Stocks * | $ 4,952,629 | $ - | $ - | $ 4,952,629 |
Short-Term Investment | 108,908 | - | - | 108,908 |
| $ 5,061,537 | $ - | $ - | $ 5,061,537 |
* Industry classifications for these categories are detailed in the Schedule of Investments.
The Fund did not hold any Level 3 assets during the six months ended June 30, 2020. The Fund did not hold any derivative instruments at any time during the six months ended
13
NORTHQUEST CAPITAL FUND, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2020 (UNAUDITED)
June 30, 2020. There were no significant transfers into or out of Level 1 or Level 2 during the period. It is the Fund's policy to recognize transfers into and out of Level 1 and Level 2 at the end of the reporting period.
3. INVESTMENT ADVISORY AGREEMENT AND OTHER RELATED TRANSACTIONS
The Fund has an investment advisory agreement with Emerald Research Corporation (“the Advisor”), whereby the Advisor receives a fee of 1% per year on the net assets of the Fund. All fees are computed on the average daily closing net assets of the Fund and are payable monthly. The investment advisory fee earned by the Advisor for the six months ended June 30, 2020 was $24,032. The Advisor has contractually agreed to decrease the investment advisory fee or, if necessary, to reimburse the Fund for expenses if and to the extent that the Fund’s aggregate annual operating expenses exceed 1.79% of the Fund’s daily average net assets until August 10, 2020. The Fund owed the Advisor $4,130 at June 30, 2020 for advisory fees. There was no reimbursement for the six months ended June 30, 2020.
Mr. Peter J. Lencki is President of the Advisor and is also President of the Fund.
4. CAPITAL SHARE TRANSACTIONS
As of June 30, 2020, there were 500,000,000 shares of $0.001 par value capital stock authorized. Total capital stock and paid-in capital as of June 30, 2020 amounted to $2,831,582. Transactions in capital for the six months ended June 30, 2020 and the year ended December 31, 2019 were as follows:
5. INVESTMENT TRANSACTIONS
For the six months ended June 30, 2020, purchases and sales of investment securities other than short-term investments aggregated $978,623 and $1,017,786, respectively.
6. TAX MATTERS
Income and long-term capital gain distributions are determined in accordance with Federal income tax regulations, which may differ from the character of net investment income or net realized gains presented in these financial statements in accordance with U.S. GAAP.
14
NORTHQUEST CAPITAL FUND, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2020 (UNAUDITED)
The tax character of distributions paid for the years ended December 31, 2019 and 2018 were as follows:
| 2019 | 2018 |
Long-term capital gain | $154,054 | $216,557 |
For the six months ended June 30, 2020, the Fund did not pay any distributions.
The Fund’s distributable earnings on a tax basis are determined only at the end of each fiscal year. As of December 31, 2019, the Fund’s most recent fiscal year-end, the components of distributable earnings on a tax basis were as follows:
Undistributed Capital Gain |
| $ | 3 |
Unrealized Appreciation |
|
| 2,395,836 |
Total Distributable Earnings, Net |
| $ | 2,395,839 |
As of June 30, 2020, the tax basis components of unrealized appreciation (depreciation) and cost of investments were as follows:
Gross tax appreciation of investments | $ 2,088,935 |
Gross tax depreciation of investments | $ (45,460) |
Net tax appreciation of investments | $ 2,043,475 |
|
|
Federal tax cost of investments, including short-term investments | $ 3,018,062 |
7. CONTROL AND OWNERSHIP
The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of a fund creates a presumption of control of the fund under Section 2(a)(9) of the Investment Company Act of 1940. As of June 30, 2020, the Portfolio manager and immediate family members, in aggregate, owned approximately 36.58% of the shares of the Fund.
8. INDEMNIFICATIONS
In the normal course of business, the Fund enters into contracts that contain general indemnification to other parties. The Fund’s maximum exposure under these contracts is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. The Fund expects the risk of loss to be remote.
9. MARKET RISK
Overall market risks may also affect the value of the Fund. Factors such as domestic economic growth and market conditions, interest rate levels and political events affect the securities markets. Local, regional or global events such as war, acts of terrorism, the spread of infectious illness or other public health issue, recessions and depressions, or
15
NORTHQUEST CAPITAL FUND, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2020 (UNAUDITED)
other events could have a significant impact on the Fund and its investments and could result in increased premiums or discounts to the Fund’s net asset value, and may impair market liquidity, thereby increasing liquidity risk. The Fund could lose money over short periods due to short-term market movements and over longer periods during more prolonged market downturns. During a general market downturn, multiple asset classes may be negatively affected. Changes in market conditions and interest rates can have the same impact on all types of securities and instruments.
An outbreak of infectious respiratory illness caused by a novel coronavirus known as COVID-19 was first detected in China in December 2019 and has now been detected globally. This coronavirus has resulted in travel restrictions, closed international borders, enhanced health screenings at ports of entry and elsewhere, disruption of and delays in healthcare service preparation and delivery, prolonged quarantines, cancellations, supply chain disruptions, and lower consumer demand, as well as general concern and uncertainty. The impact of COVID-19, and other infectious illness outbreaks that may arise in the future, could adversely affect the economies of many nations or the entire global economy, individual issuers and capital markets in ways that cannot necessarily be foreseen. In addition, the impact of infectious illnesses in emerging market countries may be greater due to generally less established healthcare systems. Public health crises caused by the COVID-19 outbreak may exacerbate other pre-existing political, social and economic risks in certain countries or globally. The duration of the COVID-19 outbreak and its effects cannot be determined with certainty.
16
NORTHQUEST CAPITAL FUND, INC.
EXPENSE ILLUSTRATION
JUNE 30, 2020 (UNAUDITED)
Expense Example
As a shareholder of the NorthQuest Capital Fund, you incur ongoing costs which typically consist of management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire six-month period, January 1, 2020 through June 30, 2020.
Actual Expenses
The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in this Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
| Beginning Account Value | Ending Account Value | Expenses Paid During the Period* |
| January 1, 2020 | June 30, 2020 | January 1, 2020 to June 30, 2020 |
|
|
|
|
Actual | $1,000.00 | $970.78 | $8.04 |
Hypothetical |
|
|
|
(5% Annual Return before expenses) | $1,000.00 | $1,016.71 | $8.22 |
|
|
|
|
* Expenses are equal to the Fund's annualized expense ratio of 1.64%, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period). |
17
NORTHQUEST CAPITAL FUND, INC.
ADDITIONAL INFORMATION
JUNE 30, 2020 (UNAUDITED)
PORTFOLIO HOLDINGS
The Fund files its complete schedule of investments with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year on Form N-PORT. The Form N-PORT filing must be made within 60 days of the end of the quarter. The Fund’s Form N-PORT is available on the SEC’s web site at http://www.sec.gov, or they may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC (call 1-800-732-0330 for information on the operation of the Public Reference Room). You may also obtain copies by calling the Fund at 1-800-239-9136, free of charge.
PROXY VOTING
The Fund’s proxy voting policies, procedures and voting records relating to common stock securities in the Fund’s investment portfolio are available without charge, upon request, by calling the Fund’s toll-free telephone number 1-800-239-9136. The Fund will send this information within three business days of receipt of the request, by first class mail or other means designed to ensure prompt delivery. The Fund’s proxy information is also available on the Securities and Exchange Commission website at http://www.sec.gov.
ADDITIONAL INFORMATION
The Fund's Statement of Additional Information ("SAI") includes additional information about the directors and is available, without charge, upon request. You may call toll-free 1-800-239-9136 to request a copy of the SAI or to make shareholder inquiries.
SHAREHOLDER MEETING
At the Fund’s annual shareholder meeting held on March 27, 2020, shareholders of record on January 31, 2020, elected four directors. In addition, Fund shareholders ratified Sanville & Company as the Fund’s independent registered public accounting firm for the fiscal year ending December 31, 2020.
Below are the voting results from the meeting:
Total Shares Voted: | 211,057 |
Total Outstanding Shares: | 261,022 |
Proposal #1. The following four persons were elected to serve as directors of the Fund:
18
NORTHQUEST CAPITAL FUND, INC.
ADDITIONAL INFORMATION (CONTINUED)
JUNE 30, 2020 (UNAUDITED)
Proposal #2. The shareholders approved the appointment of Sanville & Company as the Independent Registered Public Accounting Firm for the Fund for fiscal year 2020.
|
|
|
|
|
| Shares |
|
|
| For | Against | Abstain | Returned |
Sanville & Company |
| 211,057 | 0 | 0 | 211,057 | |
|
|
|
|
|
|
|
Total |
|
| 211,057 | 0 | 0 | 211,057 |
Percentage of Shares Voted | 80.86% | 0% | 0% | 80.86% |
19
NORTHQUEST CAPITAL FUND, INC.
DIRECTORS & OFFICERS
JUNE 30, 2020 (UNAUDITED)
The Fund’s Board of Directors has the ultimate responsibility of operating the Fund. Information about the Fund’s Directors is provided below. Additional board member information is included in the SAI, which is available free of charge by calling 1-800-239-9136.
INDEPENDENT DIRECTORS
Name and Age | Position | Term/Time on Bd. | Principal Occupation During Last 5 Years | Other Public Company Directorships |
Charles G. Camarata Age 76 | Director | 1 year term; 8 years | Private Investor | None |
William S. Foote, Jr. Age 76 | Director | 1 year term; 5 years | Private Investor | None |
George Sikora Age 73 | Director | 1 year term; 4 years | Private Investor | None |
INTERESTED DIRECTOR & OFFICER
Name and Age | Position | Term/Time on Bd. | Principal Occupation During Last 5 Years | Other Public Company Directorships |
Peter J. Lencki Age 65 | Chairman President/ Treasurer Chief Compliance Officer | 1 year term; 18 years | Portfolio Manager NorthQuest Capital Fund | None |
Mary E. Lencki * Age 62 | Secretary | 1 year term; 18 years | Nurse Brighton Gardens Assisted Living | None |
* Directors of the Fund are considered "Interested persons", as define in the Investment Company Act of 1940, because these individuals are affiliated with the Investment Adviser. Mary and Peter Lencki have a "family relationship".
Directors of the Fund are considered “Interested Directors”, as defined in the Investment Company Act of 1940, because these individuals are affiliated with the Fund’s Investment Adviser. Mr. Peter Lencki is president/owner of the Fund’s Investment Advisor.
No compensation was paid to either the independent or interested directors during the six months ended June 30, 2020.
20
Board of Directors
Charles G. Camarata
William S. Foote, Jr.
Peter J. Lencki
George Sikora
Investment Adviser
Emerald Research Corporation
16 Rimwood Lane
Colts Neck, NJ 07722
Dividend Paying Agent,
Shareholders’ Servicing Agent,
Transfer Agent
Mutual Shareholder Services, LLC
8000 Town Centre Drive, Suite 400
Broadview Heights, OH 44147
Custodian
The Huntington National Bank
7 Easton Oval
Columbus, Ohio 43219
Independent Registered Public Accounting Firm
Sanville & Company
1514 Old York Road
Abington, PA 19001
Administration and Compliance
Empirical Administration, LLC
8000 Town Centre Drive, Suite 400
Broadview Heights, OH 44147
This report and the financial statements contained herein are submitted for the general information of shareholders and are not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus. Nothing herein contained is to be considered an offer of sale or solicitation of an offer to buy shares of NorthQuest Capital Fund, Inc. Such offering is made only by prospectus, which includes details as to offering price and material information.
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 in Item1, report to shareholders, of this form.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End
Management Companies.
Not applicable.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable.
Item 9. Purchase of Equity Securities by Closed-End Management Investment Company
and Affiliated Purchasers
Not applicable.
Item 10. Submission of Matters to a Vote of Security Holders.
Not applicable.
Item 11. Controls and Procedures.
(a)
The Principal executive and financial officer have concluded that as of a date within 90 days of the filing of this report there were no significant deficiencies in the design or operation of the disclosure controls and procedures of the registrant which would have adversely affected the ability of the registrant to record, process, summarize and report the subject matter contained in this report.
(b)
There were no significant changes in the registrant’s internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Item 12. Exhibits.
(a) 12 (a) 2
A separate certification of the principal executive and principal financial officer as required by Rule 30a-2(a) und the Investment company Act of 1940 is filed herewith as an exhibit to and part of this Form N-CSRS.
(b) 12 (b)
A separate certification of the principal executive and principal financial offices required by Section 906 of the Sarbanes-Oxley Act is filed herewith as an exhibit to and part of this Form N-CSRS.
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.
(Registrant) NorthQuest Capital Fund, Inc.
By (Signature and Title) /s/ Peter J. Lencki
Peter J. Lencki
President
Principal Executive Officer
Principal Financial Officer
Date: August 25, 2020
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report to be signed below by the following person on behalf of the registrant and in capacities and on the date indicated.
(Registrant) NorthQuest Capital Fund, Inc.
By (Signature and Title) /s/ Peter J. Lencki
Peter J. Lencki
President
Principal Executive Officer
Principal Financial Officer
Date: August 25, 2020