UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-K

[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

or

[  ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the transition period from                to               

Commission File Number 0-13928

U.S. GLOBAL INVESTORS, INC.

IRS Employer Identification No. 74-1598370

Principal Executive Offices:
7900 Callaghan Road
San Antonio, Texas 78229
Telephone Number: 210-308-1234

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:
Class A common stock
($0.05 par value per share)

Registered: Nasdaq Small Cap Issues

Indicate by check mark whether the Company (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X]    No[   ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [  ]

Indicate by check mark whether the registrant is an accelerated filer (as defined by Rule 12b-2 of the Act). Yes [  ]    No [X]

The aggregate market value of the 4,650,804 shares of nonvoting class A common stock held by nonaffiliates of the registrant on September 9, 2004, based on the last sale price on Nasdaq as of December 31, 2003, was $19,998,457. Registrant’s only voting stock is its class C common stock, par value of $0.05 per share, for which there is no active market. The aggregate value of the 104,589 shares of the class C common stock held by nonaffiliates of the registrant on December 31, 2003 (based on the last sale price of the class C common stock in a private transaction) was $52,295. For purposes of this disclosure only, the registrant has assumed that its directors, executive officers, and beneficial owners of 5% or more of the registrant’s common stock are affiliates of the registrant.

On September 9, 2004, there were 6,311,974 shares of Registrant’s class A nonvoting common stock issued and 5,976,465 shares of Registrant’s class A nonvoting common stock issued and outstanding, no shares of Registrant’s class B nonvoting common stock outstanding, and 1,496,800 shares of Registrant’s class C common stock issued and outstanding.

Documents incorporated by reference: None

Table of Contents

i

     Part I of Annual Report on Form 10-K

Item 1. Business

U.S. Global Investors, Inc. (Company or U.S. Global) has made forward-looking statements concerning the Company’s performance, financial condition, and operations in this report. The Company from time to time may also make forward-looking statements in its public filings and press releases. Such forward-looking statements are subject to various known and unknown risks and uncertainties and do not guarantee future performance. Actual results could differ materially from those anticipated in such forward-looking statements due to a number of factors, some of which are beyond the Company’s control, including (i) the volatile and competitive nature of the investment management industry, (ii) changes in domestic and foreign economic conditions, (iii) the effect of government regulation on the Company’s business, and (iv) market, credit, and liquidity risks associated with the Company’s investment management activities. Due to such risks, uncertainties, and other factors, the Company cautions each person receiving such forward-looking information not to place undue reliance on such statements. All such forward-looking statements are current only as of the date on which such statements were made.

This discussion reviews and analyzes the consolidated results of operations for the past three fiscal years and other factors that may affect future financial performance. This discussion should be read in conjunction with the Consolidated Financial Statements, Notes to the Consolidated Financial Statements, and Selected Financial Data.

U.S. Global, a Texas corporation organized in 1968, and its wholly owned subsidiaries are in the mutual fund management business. The Company is a registered investment adviser under the Investment Advisers Act of 1940 and is principally engaged in the business of providing investment advisory and other services, through the Company or its subsidiaries, to U.S. Global Investors Funds (USGIF) and U.S. Global Accolade Funds (USGAF), both Massachusetts business trusts (collectively, the Trusts or Funds). USGIF and USGAF are investment companies offering shares of nine and three mutual funds, respectively, on a no-load basis.

As part of the mutual fund management business, the Company provides: (1) investment advisory services through the Company or its subsidiaries to institutions (namely, mutual funds) and other persons; (2) transfer agency and record keeping services; (3) mailing services; and (4) distribution services, through its wholly owned broker/dealer, to mutual funds advised by the Company. The fees from investment advisory and transfer agent services, as well as investment income, are the primary sources of the Company’s revenue.

In addition to managing USGIF and USGAF, the Company is actively engaged in trading for its proprietary account. Management believes it can more effectively manage the Company’s cash position by broadening the types of investments utilized in cash management and continues to believe that such activities are in the best interest of the Company. These activities are reviewed and monitored by Company compliance personnel, and various reports are provided to investment advisory clients.

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Lines of Business

Investment Management Services

Investment Advisory Services. The Company furnishes an investment program for each of the mutual funds it manages and determines, subject to overall supervision by the boards of trustees of the funds, the funds’ investments pursuant to advisory agreements (Advisory Agreements). Consistent with the investment restrictions, objectives and policies of the particular fund, the portfolio team for each fund determines what investments should be purchased, sold and held, and makes changes in the portfolio deemed to be necessary or appropriate. In the Advisory Agreements, the Company is charged with seeking the best overall terms in executing portfolio transactions and selecting brokers or dealers.

The Company also manages, supervises, and conducts certain other affairs of the funds, subject to the control of the boards of trustees. It provides office space, facilities, and certain business equipment as well as the services of executive and clerical personnel for administering the affairs of the mutual funds. U.S. Global and its affiliates compensate all personnel, officers, directors, and interested trustees of the funds if such persons are also employees of the Company or its affiliates. However, the funds are required to reimburse the Company for a portion of the compensation of the Company’s employees who perform certain state and federal securities law regulatory compliance work on behalf of the funds based upon the time spent on such matters. The Company is responsible for costs associated with marketing fund shares to the extent not otherwise covered by any fund distribution plans adopted pursuant to Investment Company Act Rule 12b-1 (12b-1 Plan).

As required by the Investment Company Act of 1940, the Advisory Agreements are subject to annual renewal and are terminable upon 60-day notice. The boards of trustees of USGIF and USGAF will consider renewal of the applicable agreements in February and May 2005, respectively. Management anticipates that the Advisory Agreements will be renewed.

Transfer Agent and Other Services. The Company’s wholly owned subsidiary, United Shareholder Services, Inc. (USSI), is a transfer agent registered under the Securities Exchange Act of 1934 providing transfer agency, lockbox, and printing services to investment company clients. The transfer agency utilizes a third-party external system providing the Company’s fund shareholder communication network with computer equipment and software designed to meet the operating requirements of a mutual fund transfer agency.

The transfer agency’s duties encompass: (1) acting as servicing agent in connection with dividend and distribution functions; (2) performing shareholder account and administrative agent functions in connection with the issuance, transfer and redemption, or repurchase of shares; (3) maintaining such records as are necessary to document transactions in the funds’ shares; (4) acting as servicing agent in connection with mailing of shareholder communications, including reports to shareholders, dividend and distribution notices, and proxy materials for shareholder meetings; and (5) investigating and answering all shareholder account inquiries.

The transfer agency agreements provide that USSI will receive, as compensation for services rendered as transfer agent, an annual fee per account, and will be reimbursed for out-of-pocket expenses. In connection with obtaining/providing administrative services to the beneficial owners of fund shares through institutions that provide such services and maintain an omnibus account with USSI, each fund pays a monthly fee based on the number of accounts or the value of the shares of the fund held in accounts at the institution, which payment shall not exceed the per account charge on an annual basis.

The transfer agency agreements with USGIF and USGAF are subject to renewal on an annual basis and are terminable upon 60-day notice. The agreements will be considered for renewal by the boards of trustees of USGIF and of USGAF in February and May 2005, respectively, and management anticipates that the agreements will be renewed.

Brokerage Services. The Company has registered its wholly owned subsidiary, U.S. Global Brokerage, Inc. (USGB), with the National Association of Securities Dealers (NASD), the Securities and Exchange Commission (SEC), and appropriate state regulatory authorities as a limited-purpose broker/dealer for the purpose of distributing USGIF and USGAF fund shares. Effective September 3, 1998, USGB became the distributor for USGIF and USGAF fund shares. For the fiscal year ended

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June 30, 2004, the Company has capitalized USGB with approximately $2,376,000 to cover the costs associated with continuing operations.

Mailing Services. A&B Mailers, Inc., a wholly owned subsidiary of the Company, provides mail-handling services to various entities. A&B Mailers’ primary customers include the Company in connection with its efforts to promote the funds and the Company’s investment company clients in connection with required mailings.

Corporate Investments

Investment Activities. In addition to mutual fund activity, the Company attempts to maximize its cash position by using a diversified venture capital approach to investing. Management invests in early-stage or start-up businesses seeking initial financing and more mature businesses in need of capital for expansion, acquisitions, management buyouts, or recapitalization.

Employees

As of June 30, 2004, U.S. Global and its subsidiaries employed 61 full-time employees and 4 part-time employees; as of June 30, 2003, it employed 56 full-time employees and 5 part-time employees. The Company considers its relationship with its employees to be good.

Competition

The mutual fund industry is highly competitive. Recent reports show there are approximately 8,000 domestically registered open-end investment companies of varying sizes and investment policies whose shares are being offered to the public worldwide. Generally, there are two types of mutual funds: “load” and “no-load.” In addition, there are both load and no-load funds that have adopted 12b-1 plans authorizing the payment of distribution costs of the funds out of fund assets, such as USGAF. Load funds are typically sold through or sponsored by brokerage firms, and a sales commission is charged on the amount of the investment. No-load funds, such as the USGIF and USGAF funds, however, may be purchased directly from the particular mutual fund organization or through a distributor, and no sales commissions are charged.

In addition to competition from other mutual fund managers and investment advisers, the Company and the mutual fund industry are in competition with various investment alternatives offered by insurance companies, banks, securities dealers, and other financial institutions. Many of these institutions are able to engage in more liberal advertising than mutual funds and may offer accounts at competitive interest rates, which are insured by federally chartered corporations such as the Federal Deposit Insurance Corporation. Amendments to, and regulatory pronouncements related to, the Glass-Stegall Act, the statute that has prohibited banks from engaging in various activities, are enabling banks to compete with the Company in a variety of areas.

A number of mutual fund groups are significantly larger than the funds managed by U.S. Global, offer a greater variety of investment objectives, and have more experience and greater resources to promote the sale of investments therein. However, the Company believes it has the resources, products, and personnel to compete with these other mutual funds. In particular, the company is known for its expertise in the gold mining and exploration and natural resources industries. Competition for sales of fund shares is influenced by various factors, including investment objectives and performance, advertising and sales promotional efforts, distribution channels, and the types and quality of services offered to fund shareholders.

Success in the investment advisory and mutual fund share distribution businesses is substantially dependent on each fund’s investment performance, the quality of services provided to shareholders, and the Company’s efforts to market the funds effectively. Sales of fund shares generate management fees (which are based on assets of the funds) and transfer agent fees (which are based on the number of fund accounts). Costs of distribution and compliance have put pressure on profit margins for the mutual fund industry.

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Supervision and Regulation

The Company, USSI, USGB, and the investment companies it manages and administers operate under certain laws, including federal and state securities laws, governing their organization, registration, operation, legal, financial, and tax status. Among the penalties for violation of the laws and regulations applicable to the Company and its subsidiaries are fines, imprisonment, injunctions, revocation of registration, and certain additional administrative sanctions. Any determination that the Company or its management has violated applicable laws and regulations could have a material adverse effect on the business of the Company. Moreover, there is no assurance that changes to existing laws, regulations, or rulings promulgated by governmental entities having jurisdiction over the Company and the funds will not have a material adverse effect on its business. The Company has no control over regulatory rulemaking or the consequences it may have on the mutual fund industry.

Recent and accelerating regulatory pronouncements and oversight have significantly increased the burden of compliance infrastructure with respect to the mutual fund industry and the capital markets. This momentum of new regulations has contributed significantly to the costs of managing and administering mutual funds.

U.S. Global is a registered investment adviser subject to regulation by the SEC pursuant to the Investment Advisers Act of 1940, the Investment Company Act of 1940, and the Securities Exchange Act of 1934 (1934 Act). USSI is also subject to regulation by the SEC under the 1934 Act. USGB is subject to regulation by the SEC under the 1934 Act and regulation by the NASD, a self-regulatory organization composed of other registered broker/dealers. U.S. Global, USSI, and USGB are required to keep and maintain certain reports and records, which must be made available to the SEC and the NASD upon request. Moreover, the funds managed by the Company are subject to regulation and periodic reporting under the Investment Company Act of 1940 and, with respect to their continuous public offering of shares, the registration provisions of the Securities Act of 1933.

Relationships with the Funds

The businesses of the Company are, to a very significant degree, dependent on their associations and contractual relationships with the Funds. In the event the advisory or transfer agent services agreements with USGIF or USGAF are canceled or not renewed pursuant to the terms thereof, the Company would be substantially adversely affected. U.S. Global, USSI, and USGB consider their relationships with the Funds to be good, and they have no reason to believe that their management and service contracts will not be renewed in the future; however, there is no assurance that USGIF and USGAF will choose to continue their relationships with the Company, USSI, or USGB.

Item 2. Properties

The Company presently owns and occupies an office building as its headquarters in San Antonio, Texas. The office building is approximately 46,000 square feet on approximately 2.5 acres of land. The note payable related to the building was paid in full in fiscal 2004.

Item 3. Legal Proceedings

There are no material legal proceedings in which the Company is involved. There are no material legal proceedings to which any director, officer or affiliate of the Company or any associate of any such director or officer is a party or has a material interest, adverse to the Company or any of its subsidiaries.

Item 4. Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of security holders during fiscal year 2004.

4

Part II of Annual Report on Form 10-K

Item 5. Market for Company’s Common Equity and Related Shareholder Matters

Market Information

The Company has three classes of common equity: class A, class B and class C common stock, par value $0.05 per share.

There is no established public trading market for the Company’s class B and class C common stock.

The Company’s class A and class B common stock have no voting privileges.

The Company’s class A common stock is traded over-the-counter and is quoted daily under Nasdaq’s Small Cap Issues. Trades are reported under the symbol “GROW.”

The following table sets forth the range of high and low sales prices from Nasdaq for the fiscal years ended June 30, 2004 and 2003. The quotations represent prices between dealers and do not include any retail markup, markdown, or commission.

Sales Price

Holders

On September 9, 2004, there were 196 holders of record of class A common stock, no holders of record of class B common stock, and 71 holders of record of class C common stock.

Many of the class A common shares are held of record by nominees, and management believes that as of September 9, 2004, there were approximately 1,000 beneficial owners of the Company’s class A common stock.

Dividends

The Company has not paid cash dividends on its class C common stock during the last twenty fiscal years and has never paid cash dividends on its class A common stock. Payment of cash dividends is within the discretion of the Company’s board of directors and is dependent on earnings, operations, capital requirements, general financial condition of the Company, and general business conditions.

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Holders of the outstanding shares of the Company’s class A common stock are entitled to receive, when and as declared by the Company’s board of directors, a noncumulative cash dividend equal in the aggregate to 5% of the Company’s net after-tax earnings for its prior fiscal year. After such dividend has been paid, the holders of the outstanding shares of class B common stock are entitled to receive, when and as declared by the Company’s board of directors, cash dividends per share equal to the cash dividends per share paid to the holders of the class A common stock. Holders of the outstanding shares of class C common stock are entitled to receive when and as declared by the Company’s board of directors, cash dividends per share equal to the cash dividends per share paid to the holders of the class A and class B common stock. Thereafter, if the board of directors determines to pay additional cash dividends, such dividends will be paid simultaneously on a prorated basis to holders of class A, B, and C common stock. The holders of the class A common stock are protected in certain instances against dilution of the dividend amount payable to such holders.

Item 6. Selected Financial Data

The following selected financial data is qualified by reference to, and should be read in conjunction with, the Company’s Consolidated Financial Statements and related notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations, contained in this Form 10-K. The selected financial data as of June 30, 2004, and the year then ended, is derived from the Company’s Consolidated Financial Statements, which were audited by BDO Seidman, LLP, independent accountants. The selected financial data as of June 30, 2000, through June 30, 2003, and the years then ended is derived from the Company’s Consolidated Financial Statements, which were audited by Ernst & Young LLP, independent accountants.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Business Segments

U.S. Global Investors, Inc. (Company or U.S. Global), with principal operations located in San Antonio, Texas, manages two business segments: (1) the Company offers a broad range of investment management products and services to meet the needs of individual and institutional investors, and (2) the Company invests for its own account in an effort to add growth and value to its cash position. For more details on the results of our core operations, see Note 15 – Financial Information by Business Segment.

The Company generates substantially all its operating revenues from the investment management of products and services for the U.S. Global Investors Funds (USGIF) and U.S. Global Accolade Funds (USGAF). Although the Company generates the majority of its revenues from this segment, the Company holds a significant amount of its total assets in proprietary investments. As of June 30, 2004, the Company held approximately $2.9 million in investments, comprising 30.3% of its total assets. The following is a brief discussion of the Company’s two business segments.

Investment Management Products and Services

The Company generates substantially all of its operating revenues from managing and servicing USGIF and USGAF. These revenues are largely dependent on the total value and composition of assets under its management. Fluctuations in the markets and investor sentiment directly impact the funds’ asset levels, thereby affecting income and results of operations. During fiscal year 2004, total average assets under management increased 25.5% to $1.34 billion, primarily due to significant increases in the Company’s gold, natural resource, and foreign equity funds. The Company realized net inflows into these funds as well as market appreciation. This favorable trend has been partially offset by a reduction in assets in the money market funds as investors seek alternative short-term investments with higher yields.

Average Assets under Management
(Dollars in Millions)

Investment Activities

Management believes it can more effectively manage the Company’s cash position by broadening the types of investments used in cash management. Management attempts to maximize the Company’s return on its cash position by using a diversified venture capital approach to investing. Strategically, management invests in early-stage or start-up businesses seeking initial financing and more mature businesses in need of capital for expansion, acquisitions, management buyouts, or recapitalization. Management has reduced these activities in recent years due to poor market conditions.

As of June 30, 2004, and 2003, the Company held approximately $2.9 and $1.1 million, respectively, in investments other than USGIF money market mutual fund shares.

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Investment income (loss) from the Company’s investments includes:

•		realized gains and losses on sales of securities;
•		unrealized gains and losses on trading securities;
•		realized foreign currency gains and losses;
•		other-than-temporary impairments on available-for-sale securities; and
•		dividend and interest income.

Investment income (loss) does not remain at a consistent level and is dependent on market fluctuations, the Company’s ability to participate in investment opportunities, and timing of transactions. For fiscal years 2004, 2003, and 2002, the Company had net realized gains (losses) of approximately $291,000, $(97,000) and $(49,000), respectively. The Company expects that gains or losses will continue to fluctuate in the future, as fluctuations in the market value of the Company’s investments will affect the amounts of such gains or losses.

Consolidated Results of Operations

The following is a discussion of the consolidated results of operations of the Company and a more detailed discussion of the Company’s revenues and expenses.

Year Ended June 30, 2004, Compared with Year Ended June 30, 2003

The Company posted a net after-tax profit of $2,167,000 ($0.29 per share) for the year ended June 30, 2004, compared with a net after-tax profit of $43,000 ($.01 per share) for the year ended June 30, 2003. The profitability in fiscal year 2004 was primarily a result of improved markets for gold-related assets, natural resource commodities, and foreign equities. The Company’s advisory fees, boosted by the positive impact of market gains and shareholder investments in higher-margin gold, natural resource, and foreign equity funds, increased by $3,889,000. Additionally, the Company’s proprietary investment portfolio benefited from the rising gold markets, resulting in unrealized gains on trading securities of $748,000 in fiscal 2004, compared to unrealized losses of $(34,000) for fiscal 2003. These favorable items were partially offset by increases in general and administrative expenses of $999,000, due primarily to increased omnibus fees, and increases in subadvisory fees of $496,000 due to market gains and increased shareholder investments.

Year Ended June 30, 2003, Compared with Year Ended June 30, 2002

The Company posted a net after-tax profit of $43,000 ($0.01 per share) for the year ended June 30, 2003, compared with a net after-tax loss of $241,000 ($0.03 loss per share) for the year ended June 30, 2002. The profitability in 2003 was principally due to revenue of $386,000 associated with other client advisory fees and a one-time gain of $371,000 related to the favorable settlement of a lawsuit. These items were offset by recognition of an other-than-temporary impairment on available-for-sale securities of $247,000.

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Revenues

Investment Advisory Fees. Investment advisory fees, the largest component of the Company’s revenues, are derived from two sources: mutual fund advisory fees, which in fiscal 2004 accounted for over 92% of the Company’s investment advisory fees, and other advisory fees, which accounted for the remainder.

Mutual fund investment advisory fees are calculated as a percentage of average net assets, ranging from 0.375% to 1.25%, and are paid monthly. The Company has agreed to waive its fee revenues and/or pay expenses for certain USGIF funds through June 30, 2005, for purposes of enhancing the funds’ competitive market positions, in particular the money market and fixed income funds. The aggregate amount of fees waived and expenses borne by the Company totaled $1,471,151, $1,509,060, and $1,530,046, in 2004, 2003, and 2002, respectively. The Company expects to continue to waive fees and/or pay for fund expenses if market and economic conditions warrant. However, subject to the Company’s commitment to certain funds with respect to fee waivers and expense limitations, the Company may reduce the amount of fund expenses it is bearing.

Mutual fund investment advisory fees are also affected by changes in assets under management, which include:

•		market appreciation or depreciation;
•		the addition of new client accounts;
•		client contributions of additional assets to existing accounts;
•		withdrawals of assets from and termination of client accounts;
•		exchanges of assets between accounts or products with different fee structures; and
•		the amount of fees voluntarily reimbursed.

Mutual fund investment advisory fees increased by $3,605,000, or 73.5%, in fiscal 2004 over fiscal 2003. Advisory fees benefited from an increase in assets of the higher-margin gold, natural resource, and foreign equity funds due to market gains and net shareholder inflows. These funds have higher margins due to higher management fee rates. The increases were partially offset by continued net outflows in the lower-margin money market funds as yields continued to decline.

Other advisory fees in fiscal year 2004 consisted of a contractual advisory agreement with a client, for which the Company received advisory fees based on its unique expertise in global resource-based companies. These fees increased by $284,000, or 73.6%, due to the portfolio realizing a significant increase in market value.

The decrease in net advisory fees in fiscal year 2003 of approximately $168,000, or 3.3%, over fiscal year 2002 was largely due to continued shareholder redemptions in the U.S. Government Securities Savings Fund.

Transfer Agent Fees. United Shareholder Services, Inc., a wholly owned subsidiary of the Company, provides transfer agency, lockbox, and printing services for Company clients. The Company receives an annual fee per account as compensation for services rendered as transfer agent, and is reimbursed for out-of-pocket expenses associated with processing shareholder information. In addition, the

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Company collects custodial fees on IRAs and other types of retirement plans invested in USGIF and USGAF. Transfer agent fees are therefore affected by the number of client accounts.

The increase in transfer agent fees in fiscal year 2004 of approximately $283,000, or 12.2% over fiscal year 2003, was primarily a result of an increase in mutual fund shareholders from 79,856 to 85,751 due to improved performance of the gold, natural resource, and foreign equity funds.

The decrease in transfer agent fees in fiscal year 2003 of approximately $247,000, or 9.6%, over fiscal year 2002, is primarily a result of a decrease in mutual fund shareholder accounts from 92,210 to 79,856. The decline in number of accounts serviced resulted from many smaller accounts in the funds closing due to the small account fee instituted in January 2002 for shareholders with low account balances.

Investment Income. Investment income from the Company’s investments includes realized gains and losses on sales of securities, realized foreign currency gains and losses, unrealized gains and losses on trading securities, other-than-temporary impairments on available-for-sale securities, and dividend and interest income. This source of revenue is dependent on market fluctuations and does not remain at a consistent level. Timing of transactions and the Company’s ability to participate in investment opportunities largely affect this source of revenue.

The increase in investment income of $1,368,000, or 396.5%, in fiscal 2004 compared to fiscal 2003, can be attributed to improved markets for gold-related assets and natural resource commodities, both of which make up a significant portion of the Company’s proprietary investments.

Expenses

Employee Compensation and Benefits. Employee compensation and benefits increased in fiscal 2004 by $720,000, or 16.9%, primarily due to incentive bonuses associated with strong mutual fund performance, mutual fund asset growth, and increased accounts. Employee compensation and benefits decreased in fiscal year 2003 over fiscal year 2002 by $213,000, or 4.8%, due to staff reductions and a decrease in bonuses. The staff reductions were primarily made in the marketing area in an effort to streamline marketing efforts to reduce overhead. The decrease in bonuses in fiscal 2003 was attributable to a decline in mutual fund performance, decreased mutual fund asset growth and a reduction in the number of accounts.

General and Administrative. The increase in general and administrative expenses of $999,000, or 38.7%, in fiscal year 2004 is primarily attributable to increases in omnibus fees. Much of the mutual fund asset growth across all funds has been realized through broker/dealer platforms. These broker/dealers typically charge an asset-based fee for assets held in their platforms. Accordingly, net omnibus fee expenses have increased by $756,000 during fiscal year 2004. The incremental assets received through the broker/dealer platforms are not as profitable as those received from direct shareholder accounts due to margin compression from paying omnibus fees on those assets.

In June 2004, the Company began providing advisory services to one of the USGAF funds that had previously been sub-advised. Bonnel, Inc., the former subadviser of the Bonnel Growth Fund, notified the Company that its portfolio manager, Art Bonnel, would be taking an extended sabbatical beginning June 1, 2004, and therefore Bonnel, Inc. would no longer provide subadvisory services to the fund. The

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Board of Trustees of the fund approved the Company to provide investment advisory services to the fund and changed the fund name to the Holmes Growth Fund effective June 1, 2004. As advisor of the fund, the Company expects to realize reduced expenses, as it will no longer pay subadvisory fees to Bonnel, Inc. However, the Company expects to incur additional costs associated with set-up and re-branding efforts.

General and administrative expenses decreased by $77,000, or 2.9%, in fiscal year 2003 over fiscal year 2002. This was primarily a result of a write-off of $157,000 associated with a receivable from an insurance carrier during fiscal year 2002. Additionally, the cost of defending a lawsuit reached reimbursable levels on the Company’s insurance policy during late fiscal 2002.

Subadvisory Fees. The increases in subadvisory fees of $496,000 and $51,000 in fiscal years 2004 and 2003, respectively, resulted from the sizeable growth in assets in the Eastern European Fund.

Advertising. Advertising expense increased by $131,000, or 54.1%, during fiscal 2004. This increase was primarily due to increased marketing efforts promoting the funds with mail inserts, fund guides, and investor conference calls. Fiscal year 2003 advertising expenses were flat as compared to fiscal year 2002.

Depreciation. The decreases in depreciation expense for fiscal years 2004, 2003, and 2002 are primarily due to assets becoming fully depreciated without being replaced with additional capital purchases.

Interest. The decrease in interest expense during fiscal 2004 of $10,000, or 12.0%, is attributable to the payment in full of the note related to the Company’s building in fiscal 2004. The decrease in interest expense from fiscal year 2002 to 2003 of approximately $2,000, or 2.4%, was attributable to continued amortization of the note payable.

Income Taxes

The Company and its subsidiaries file a consolidated federal income tax return. Provisions for income taxes include deferred taxes for temporary differences in the bases of assets and liabilities for financial and tax purposes, resulting from the use of the liability method of accounting for income taxes. For federal income tax purposes at June 30, 2004, the Company had charitable contribution carryovers of approximately $23,000 expiring between fiscal 2008 and 2009, and alternative minimum tax credits of approximately $134,000 with indefinite expirations.

A valuation allowance is provided when it is more likely than not that some portion of the deferred tax amount will not be realized. As such, management has included a valuation allowance of approximately $35,000 at June 30, 2004, providing for the utilization of investment tax credits against future taxable income. At June 30, 2003, the valuation allowance was approximately $315,000. The valuation allowance was reduced in fiscal 2004 as net operating loss carryovers were fully utilized against taxable income.

Contractual Obligations

A summary of contractual obligations of the Company as of June 30, 2004, is as follows:

Operating leases consist of telephone equipment, printers, and copiers leased from several vendors. Contractual obligations consist of an agreement with a vendor to provide marketing and public relations services, and an agreement with a vendor to provide an e-mail server and a web server via T-1 lines.

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Liquidity and Capital Resources

At fiscal year end, the Company had net working capital (current assets minus current liabilities) of approximately $5.3 million and a current ratio of 6.0 to 1. With approximately $2.8 million in cash and cash equivalents and almost $2.9 million in marketable securities, the Company has adequate liquidity to meet its current obligations. Total shareholders’ equity was approximately $8.5 million, with cash, cash equivalents, and marketable securities comprising 59.9% of total assets. The Company paid the mortgage on its corporate headquarters in full in fiscal 2004. Thus, the Company’s only material commitment going into fiscal 2005 is for operating expenses. The Company also has access to a $1 million credit facility, which can be utilized for working capital purposes. The Company’s available working capital and potential cash flow are expected to be sufficient to cover current expenses.

The investment advisory and related contracts between the Company and USGIF and USGAF will expire on February 28, 2005, and May 31, 2005, respectively. Management anticipates that the trustees of both USGIF and USGAF will renew the contracts.

Management believes current cash reserves, financing obtained and/or available, and potential cash flow from operations will be sufficient to meet foreseeable cash needs or capital necessary for the above-mentioned activities and allow the Company to take advantage of investment opportunities whenever available.

Critical Accounting Policies

Security Investments. The Company accounts for its investments in securities in accordance with Statement of Financial Accounting Standards No. 115, “Accounting for Certain Investments in Debt and Equity Securities” (SFAS 115).

In accordance with SFAS 115, the Company classifies its investments in equity and debt securities based on intent. Management determines the appropriate classification of securities at the time of purchase and reevaluates such designation as of each reporting period date. Securities that are purchased and held principally for the purpose of selling in the near term are classified as trading securities and reported at fair value. Unrealized gains and losses on these securities are included in earnings. Investments classified as neither trading securities nor held-to-maturity securities are classified as available-for-sale securities and reported at fair value. Unrealized gains and losses on these available-for-sale securities are excluded from earnings, reported net of tax as a separate component of shareholders’ equity, and recorded in earnings on the date of sale. For available-for-sale securities with declines in value deemed other than temporary, the cost basis of the securities is reduced accordingly, and the resulting loss is realized in earnings.

The Company records security transactions on trade date. Realized gains (losses) from security transactions are calculated on the first-in/first-out cost basis, unless otherwise identifiable, and are recorded in earnings on the date of sale.

Valuation of Investments. Securities traded on a securities exchange are valued at the last sale price. Securities for which over-the-counter market quotations are available, but for which there was no trade on the balance sheet date, are valued at the mean price between the last price bid and last price asked. Securities for which quotations are not readily available are valued at cost.

Related Party Transactions.

The Company had $3,045,000 and $1,125,000 invested in USGIF money market and municipal bond mutual funds at June 30, 2004, and 2003, respectively. Receivables from mutual funds shown on the Consolidated Balance Sheets represent amounts due the Company and its wholly owned subsidiaries for investment advisory fees, transfer agent fees, and out-of-pocket expenses, net of amounts payable to the mutual funds.

Frank Holmes, a director and CEO of the Company, served as an independent director of Franc-Or Resources from June 2000 to November 2003. The Company owns a position in Franc-Or Resources at June 30, 2004, with an estimated fair value of $357,521, recorded as a trading security on the balance sheet.

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Holmes served as chairman of Fortress IT Corp. from November 2000 to November 2003. The Company held a position in Fortress IT Corp., which was sold during fiscal 2004 for $7,500. The Company recognized a loss on this transaction of $17,630.

Holmes also served as an independent director for BCS Global Networks (formerly Broadband Collaborative Solutions), a private company, from May 2000 to June 30, 2002, when the entity became a public company. Holmes personally owned shares of BCS Global Networks at June 30, 2004. The Company owned a position in BCS Global Networks at June 30, 2004, with an estimated fair value of $16,882 recorded as available for sale on the balance sheet.

Holmes had an outstanding payable to the Company of $0 and $1,613 at June 30, 2004, and 2003, respectively.

During fiscal year 2002, J. Stephen Penner, a former director of the Company who resigned during fiscal year 2002, exercised options for 10,000 shares of Class A stock at $2.00 per share.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk Disclosures

The Company’s balance sheet includes assets whose fair value is subject to market risks. Due to the Company’s investments in equity securities, equity price fluctuations represent a market risk factor affecting the Company’s consolidated financial position. The carrying values of investments subject to equity price risks are based on quoted market prices or, if not actively traded, management’s estimate of fair value as of the balance sheet date. Market prices fluctuate, and the amount realized in the subsequent sale of an investment may differ significantly from the reported market value. The Company’s investment activities are reviewed and monitored by Company compliance personnel, and various reports are provided to investment advisory clients. The Company has in place a code of ethics that requires pre-clearance of any trading activity by the Company. Written procedures are also in place to manage compliance with the code of ethics.

The table below summarizes the Company’s equity price risks as of June 30, 2004, and shows the effects of a hypothetical 25% increase and a 25% decrease in market prices.

The selected hypothetical changes do not reflect what could be considered best- or worst-case scenarios. Results could be much worse due to both the nature of equity markets and the concentration of the Company’s investment portfolio.

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Item 8. Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting Firm

Board of Directors
U.S. Global Investors, Inc.
San Antonio, Texas

We have audited the accompanying consolidated balance sheet of U.S. Global Investors, Inc. as of June 30, 2004, and the related consolidated statements of operations and comprehensive income (loss), shareholders’ equity, and cash flows for the year ended June 30, 2004. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of U.S. Global Investors, Inc. at June 30, 2004, and the results of its operations and its cash flows for the year ended June 30, 2004, in conformity with accounting principles generally accepted in the United States of America.

/s/ BDO Seidman, LLP

BDO Seidman, LLP
Dallas, Texas
August 27, 2004

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Report of Independent Registered Public Accounting Firm

The Board of Directors and
Shareholders of U.S. Global Investors, Inc.

We have audited the accompanying consolidated balance sheet of U.S. Global Investors, Inc. as of June 30, 2003, and the related consolidated statements of operations and comprehensive income (loss), shareholders’ equity, and cash flows for each of the two years in the period ended June 30, 2003. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of U.S. Global Investors, Inc. at June 30, 2003, and the consolidated results of its operations and its cash flows for each of the two years in the period ended June 30, 2003, in conformity with U.S. generally accepted accounting principles.

Dallas, Texas
September 24, 2003

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U.S. Global Investors, Inc.
Consolidated Balance Sheets

The accompanying notes are an integral part of these financial statements.

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U.S. Global Investors, Inc.
Consolidated Statements of Operations and Comprehensive Income (Loss)

The accompanying notes are an integral part of these financial statements.

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U.S. Global Investors, Inc.
Consolidated Statements of Shareholders’ Equity

The accompanying notes are an integral part of these financial statements.

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The accompanying notes are an integral part of these financial statements.

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		Notes to Consolidated Financial Statements
		Note 1. Organization
		U.S. Global Investors, Inc. (Company or U.S. Global) serves as investment adviser and transfer agent to U.S. Global Investors Funds (USGIF) and U.S. Global Accolade Funds (USGAF), both Massachusetts business trusts that are no-load, open-end investment companies offering shares in numerous mutual funds to the investing public. The Company has served as investment adviser and manager since the inception of USGIF and USGAF and assumed the transfer agency function of USGIF in November 1984, and of USGAF in October 1994, its commencement of operations. For these services, the Company receives fees from USGIF and USGAF.
		U.S. Global formed the following companies to provide supplementary services to USGIF and USGAF: United Shareholder Services, Inc. (USSI), A&B Mailers, Inc. (A&B), and U.S. Global Brokerage, Inc. (USGB).
		The Company formed a limited liability company, which was incorporated in Guernsey on August 20, 1993. This company, U.S. Global Investors (Guernsey) Limited (USGG), is utilized in conducting the Company’s cash management activities.
		Note 2. Significant Accounting Policies
		Principles of Consolidation. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries: USSI, A&B, USGG, and USGB.
		All significant intercompany balances and transactions have been eliminated in consolidation. Certain amounts have been reclassified for comparative purposes.
		Cash and Cash Equivalents. Cash and cash equivalents include highly liquid investments with original maturities of three months or less.
		Due from Brokers. The Company conducts business with various brokers for its investment activities. The clearing and depository operations for the investment activities are performed pursuant to agreements with the brokers. The due from brokers balance represents cash balances with these brokers. The Company is subject to credit risk to the extent any broker with whom the Company conducts business is unable to deliver cash balances owed the Company. Management monitors the financial condition of the brokers with which the Company conducts business and believes the likelihood of loss under the aforementioned circumstances is remote.
		Security Investments. The Company accounts for its investments in securities in accordance with Statement of Financial Accounting Standards No. 115, “Accounting for Certain Investments in Debt and Equity Securities” (SFAS 115).
		In accordance with SFAS 115, the Company classifies its investments in equity and debt securities based on intent. Management determines the appropriate classification of securities at the time of purchase and reevaluates such designation as of each reporting period date. Securities that are purchased and held principally for the purpose of selling in the near term are classified as trading securities and reported at fair value. Unrealized gains and losses on these securities are included in earnings as investment income. Investments classified neither as trading securities nor as held-to-maturity securities are classified as available-for-sale securities and reported at fair value. Unrealized gains and losses on these available-for-sale securities are excluded from earnings, reported net of tax as a separate component of shareholders’ equity, and recorded in earnings on the date of sale. For available-for-sale securities with declines in value deemed other than temporary, the cost basis of the securities is reduced accordingly, and the resulting loss is realized in earnings.
		Securities traded on a securities exchange are valued at the last sale price. Securities for which over-the-counter market quotations are available, but for which there was no trade on the balance sheet date,

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		are valued at the mean price between the last price bid and last price asked. Securities for which quotations are not readily available are valued at cost.
		The Company records security transactions on trade date. Realized gains (losses) from security transactions are calculated on the first-in/first-out cost basis, unless otherwise identifiable, and are recorded in earnings on the date of sale.
		Mutual Fund Receivables. Mutual fund receivables consist primarily of monthly investment advisory and transfer agent fees owed to the Company by USGIF and USGAF. In addition, mutual fund receivables include amounts reimbursed to the Company for certain advertising and distribution expenses incurred on behalf of USGAF in accordance with Rule 12b-1 of the Investment Company Act of 1940. The Company evaluates the collectibility of these receivables on an ongoing basis, and, as a result, placed an allowance of $0 and $64,488 against the receivable balance as of June 30, 2004, and June 30, 2003, respectively. Growth in mutual fund assets, in particular growth in assets that are invested directly with the funds and not through broker/dealer distribution platforms, have served to reduce this allowance currently and may do so in future periods. Conversely, a reduction in assets may create the necessity to set up an allowance again in future years.
		Property and Equipment. Fixed assets are recorded at cost. Depreciation for fixed assets is recorded using the straight-line method over the estimated useful life of each asset as follows: furniture and equipment are depreciated over 3 to 10 years, and the building and related improvements are depreciated over 31.5 to 40 years.
		Treasury Stock. Treasury stock purchases are accounted for under the cost method. The subsequent issuances of these shares are accounted for based on their weighted-average cost basis.
		Stock-Based Compensation. The Company accounts for stock-based compensation using the intrinsic value method in accordance with Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (APB 25), and related interpretations, as allowed under Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation” (SFAS 123). In accordance with APB 25, no compensation expense is recognized for stock options where the exercise price equals or exceeds the underlying stock price on the date of grant.
		The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of SFAS 123:

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		For purposes of pro forma disclosure, the estimated fair value of the options is amortized to expense over the options’ vesting period. The fair value of these options was estimated at the date of the grant using a Black-Scholes option-pricing model. No options were granted during fiscal years 2004, 2003, or 2002.
		Transactions with other parties in which goods or services are exchanged for the issuance of equity instruments are accounted for at fair value in accordance with FAS 123. On March 15, 2004, a fully vested option to purchase 20,000 shares of class A stock was granted as payment for services to an outside vendor. These options carry an exercise price of $4.35 and expire on May 15, 2005. The effect of this issuance was recorded in general and administrative expenses on the Statement of Operations and Comprehensive Income based on the fair value at grant date. The fair value was determined using a Black-Scholes option-pricing model with the exercise price and expiration dates listed above as well as an expected volatility of 0.56, a risk-free interest rate of 1.25% and an expected dividend yield of $0.
		Income Taxes. The Company and its subsidiaries file a consolidated federal income tax return. Provisions for income taxes include deferred taxes for temporary differences in the bases of assets and liabilities for financial and tax purposes, resulting from the use of the liability method of accounting for income taxes. The liability method requires that deferred tax assets be reduced by a valuation allowance in cases where it is more likely than not that the deferred tax assets will not be realized.
		Revenue Recognition. The Company earns substantially all of its revenues from mutual fund investment advisory and transfer agency services. Mutual fund investment advisory fees, calculated as a percentage of assets under management, are recorded as revenue as services are performed. Transfer agency fees are account based and calculated using a charge based upon the number of shareholder accounts serviced. A separate advisory client contract provided for a performance fee, in addition to the base fee, which was calculated as a percentage of absolute investment results. The separate advisory client contract ended in March 2004. Revenue shown on the Consolidated Statements of Operations and Comprehensive Income are net of any fee waivers.
		Dividends and Interest. Dividends are recorded on the ex-dividend date, and interest income is recorded on an accrual basis. Both dividends and interest income are included in investment income.
		Advertising Costs. The Company expenses advertising costs as they are incurred. Certain sales materials, which are considered tangible assets, are capitalized and then expensed during the period in which they are distributed. At June 30, 2004, 2003, and 2002, the Company had capitalized sales materials of approximately $16,000, $11,000, and $4,000, respectively. Net advertising expenditures were approximately $373,000, $242,000 and $243,000 during fiscal 2004, 2003, and 2002, respectively.
		Foreign Currency Transactions. Transactions between the Company and foreign entities are converted to U.S. dollars using the exchange rate on the date of the transactions. Security investments valued in foreign currencies are translated to U.S. dollars using the applicable exchange rate as of the reporting date. Realized foreign currency gains and losses are included as a component of investment income.
		Use of Estimates. The preparation of financial statements in conformity with generally accepted accounting principles requires the Company to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates.
		Earnings Per Share. Basic earnings per share (“EPS”) excludes dilution and is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution of EPS that could occur if options to issue common stock were exercised.

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		Note 3. Investments
		The following table summarizes investment activity over the last three fiscal years:

During fiscal 2002, a security was purchased on behalf of an advisory client of the Company for which $581,000 was included in trading securities on the Company’s balance sheet at June 30, 2002. This security had a contingent payable that was required to be paid by the Company to the advisory client upon liquidation of the securities, net of any fees earned. This payable was included in accounts payable on the balance sheet at June 30, 2002. To better reflect the terms of the relationship, during December 2002 these securities were re-registered, and, as a result, were no longer recorded as an asset of the Company and there were no longer any associated contingent payables. Beneficial ownership of the securities was maintained by the advisory client.

The following table summarizes equity investments that are in an unrealized loss position at each balance sheet date, categorized by how long they have been in a continuous loss position. These investments do not include trading securities or those available-for-sale securities with declines in value deemed other than temporary as their unrealized losses are recognized in earnings.

The aggregate gross unrealized loss of $180,727 and $44,181 at June 30, 2004 and 2003, respectively, was primarily related to two and three securities, respectively. Many of the investments included above are early-stage or start-up businesses whose fair values fluctuate.

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		Note 4. Investment Management, Transfer Agent, and Other Fees
		Fees for providing services to USGIF and USGAF continue to be the Company’s primary continuing revenue source.
		The Company serves as investment adviser to USGIF and USGAF and receives a fee based on a specified percentage of net assets under management. The investment advisory contract and related contracts between the Company and USGIF expire in February 2005, and the contracts between the Company and USGAF expire in May 2005. Management anticipates the trustees of both USGIF and USGAF will renew the contracts.
		The Company has voluntarily waived or reduced its advisory fees and/or has agreed to pay expenses on several funds within USGIF through June 30, 2005, or such later date as the Company determines. The aggregate amount of fees waived and expenses borne by the Company was $1,471,151, $1,509,061, and $1,530,046 in 2004, 2003, and 2002, respectively.
		As of June 30, 2004, two of the three funds within USGAF are sub-advised by outside third-party managers, who are in turn paid out of the investment advisory fees received by the Company. In March 2002, an agreement was reached with one of these subadvisers whereby $165,000 of subadvisory fees payable was waived.
		Prior to June 1, 2004, the Holmes Growth Fund (formerly the Bonnel Growth Fund) was also sub-advised. Bonnel, Inc., the former subadviser of the fund, notified the Company that its portfolio manager, Art Bonnel, would be taking an extended sabbatical beginning June 1, 2004, and therefore Bonnel, Inc. would no longer provide subadvisory services to the fund. The Board of Trustees of USGAF approved the Company to provide investment advisory services to the fund effective June 1, 2004.
		The Company also serves as transfer agent to USGIF and USGAF and receives a fee based on the number of shareholder accounts serviced, as well as revenues from miscellaneous transfer agency activities including lockbox functions. The Company also receives exchange, service, and custodian fees directly from USGIF and USGAF shareholders.
		The Company also receives revenue from its mailroom operations. During fiscal 2002, an adjustment was made to these billing practices, and a resulting reduction of $104,000 was applied to mail service revenues and related receivables in order to reflect billing volumes.
		The Company provides in-house legal services to USGIF and USGAF for which it is reimbursed.
		The Company provided investment management services for an advisory client from May 2002 through March 2004. The Company had a fee arrangement for these services whereby it received an administrative fee annually plus a percentage of any gains from the sale of the securities in the client account. The Company recorded $670,387 and $385,820 in revenue from these fee arrangements for fiscal year 2004 and 2003, respectively.

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		Note 5. Property and Equipment
		Property and equipment are composed of the following:

		Note 6. Other Accrued Expenses
		Other accrued expenses consist of the following:

		Note 7. Borrowings
		The Company had a note payable to a bank, which was secured by land, an office building, and related improvements. The Company paid the note in full in fiscal 2004. The loan was being amortized over a twelve-year period with payments of both principal and interest due monthly based on a fixed rate of 6.50%. The monthly payment was $10,840, and the note was to mature on January 31, 2006. Under this agreement, the Company maintained certain financial covenants. One of the covenants required that the Company maintain cash and cash equivalents and eligible marketable securities to meet or exceed $1 million at the end of each quarter. Through the date the note was paid in full, the Company was in full compliance with all financial covenants.
		The Company has access to a $1 million credit facility with a one-year maturity for working capital purposes. Any use of this credit facility will be secured by the Company’s eligible accounts receivable.
		As of June 30, 2004, this credit facility remained unutilized by the Company.
		Note 8. Lease Commitments
		The Company has operating leases for computers and equipment that expire between fiscal years 2005 and 2009. Total lease expenses were $245,776, $188,558 and $222,983 in fiscal years 2004, 2003, and 2002, respectively. Future minimum lease payments required under these leases are as follows:

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		Note 9. Annuity and Contractual Obligations
		On February 6, 1989, the Company entered into an agreement with Clark Aylsworth (Aylsworth), the founder of the Company, related to his retirement on December 31, 1988. This agreement provided for the payment to Aylsworth of a monthly annuity of $1,500 for the remainder of his life or his wife’s life, if he predeceased her. Aylsworth passed away in June 2004, and his wife predeceased him. Accordingly, the Company eliminated the obligation related to this agreement.
		On December 30, 1990, the Company entered into a noncompete/noninterference agreement, an executory contract, pursuant to which it paid the Aylsworths $4,500 monthly, such amount to have continued for the longer of Aylsworth’s or his wife’s life. The Company determined that the executory contract should be expensed as payments were made. Because Aylsworth died in June 2004, and his wife predeceased him, no further expenses shall be recorded related to this agreement.
		The Company had placed cash in escrow to cover the Company’s obligation to the Aylsworths if the Company defaulted. The escrowed amount decreased $15,000 annually and the balance was $195,000 at June 30, 2003, which was disclosed on the balance sheet as restricted investments. As of June 30, 2004, the escrowed balance of $180,000 was transferred to an unrestricted account and is now included in cash and cash equivalents.
		Note 10. Benefit Plans
		The Company offers a savings and investment plan qualified under Section 401(k) of the Internal Revenue Code covering substantially all employees. In connection with this 401(k) plan, participants can voluntarily contribute a portion of their compensation, up to certain limitations, to this plan, and the Company will match 50% of their contribution up to 2% of compensation. The Company has recorded expenses related to the 401(k) plan for contributions of $51,523, $46,918, and $48,760 for fiscal years 2004, 2003, and 2002, respectively.
		The 401(k) plan allows for a discretionary profit sharing contribution by the Company, as authorized by the board of directors. The Company has neither accrued nor paid a contribution for fiscal years 2004, 2003, and 2002. Prior to January 1, 2002, there was a separate profit sharing plan. Effective January 1, 2002, the separate profit sharing plan was merged into the 401(k) plan for more efficient administration.
		The Company has continued the program pursuant to which it offers employees, including its executive officers, an opportunity to participate in savings programs using mutual funds managed by the Company, which essentially all such employees accepted. Limited employee contributions to an Individual Retirement Account are matched by the Company. Similarly, certain employees may contribute monthly to the Tax Free Fund, and the Company will match these contributions on a limited basis. A similar savings plan utilizing UGMA accounts is offered to employees to save for their children’s education. The Company match, reflected in base salary expense, aggregated in all programs to $50,903, $52,983, and $52,692 in fiscal years 2004, 2003, and 2002, respectively.
		The Company has a program whereby eligible employees can purchase treasury shares, at market price, and the Company will match their contribution up to 3% of gross salary. During fiscal years 2004, 2003, and 2002, employees purchased 28,180, 20,510, and 37,770 shares of treasury stock from the Company, respectively.
		Additionally, the Company self-funds its employee health care plan. The Company has obtained reinsurance with both a specific and an aggregate stop-loss in the event of catastrophic claims. The Company has accrued an amount representing the Company’s estimate of claims incurred but not paid at June 30, 2004.
		Note 11. Shareholders’ Equity
		On a per share basis, the holders of the class C common stock and the nonvoting class A common stock participate equally in dividends as declared by the Company’s board of directors, with the exception that any dividends declared must first be paid to the holders of the class A stock to the extent of 5% of

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		the Company’s after-tax prior year net earnings. The holders of the class A stock have a liquidation preference equal to the par value of $.05 per share.
		During fiscal year 1999, the Board of Directors of the Company approved the issuance of 1,000,000 shares of class C common stock to Frank Holmes (Holmes) in exchange for services and cancellation of the option to purchase 400,000 shares of class C common stock held by Holmes and the cancellation of warrants to purchase 586,122 shares of class C common stock held by Holmes and F.E. Holmes Organization, Inc. The 1,000,000 shares vest over a ten-year period beginning July 1, 1998, and will vest fully on June 30, 2008, or in the event of Holmes’ death, and were valued at $.50 per share for compensation purposes. The agreement was executed on August 10, 1999. At June 30, 2004, the unvested balance of this deferred compensation arrangement is $200,000 and is included in additional paid-in capital as a contra account.
		During the fiscal years ended June 30, 2004, 2003, and 2002 the Company purchased 16,741, 40,127, and 86,275 shares, respectively, of its class A common stock at an average price of $4.32, $1.64, and $1.23, per share, respectively.
		During the years ended June 30, 2004, 2003, and 2002, the Company granted 15,000, 3,000, and 16,600 shares, respectively, of class A common stock to certain employees at a weighted average fair value on grant date of $1.77, $1.60, and $2.04, respectively.
		In March 1985, the board of directors adopted an Incentive Stock Option Plan (1985 Plan), amended in November 1989 and December 1991, which provides for the granting of options to purchase 200,000 shares of the Company’s class A common stock, at or above fair market value, to certain executives and key salaried employees of the Company and its subsidiaries. Options under the 1985 Plan were granted for a term of up to five years in the case of employees who own in excess of 10% of the total combined voting power of all classes of the Company’s stock and up to ten years for other employees. Options issued under the 1985 Plan vest six months from the grant date or 20% on the first, second, third, fourth, and fifth anniversaries of the grant date. Options were granted at prices ranging from $1.50 to $4.50 per share, which equaled or exceeded the fair market value at date of grant. The 1985 Plan expired December 31, 1994; consequently, there will be no further options granted under the 1985 Plan. As of June 30, 2004, 1,500 options remain outstanding.
		In November 1989, the board of directors adopted the 1989 Non-Qualified Stock Option Plan (1989 Plan), amended in December 1991, which provides for the granting of options to purchase 800,000 shares of the Company’s class A common stock to directors, officers, and employees of the Company and its subsidiaries. Since adoption of the 1989 Plan, options have been granted at prices ranging from $1.50 to $5.69 per share, which equaled or exceeded the fair market value at date of grant. Options issued under the 1989 Plan vest six months from the grant date or 20% on the first, second, third, fourth, and fifth anniversaries of the grant date.
		In April 1997, the board of directors adopted the 1997 Non-Qualified Stock Option Plan (1997 Plan), which provides for the granting of stock appreciation rights (SARs) and/or options to purchase 200,000 shares of the Company’s class A common stock to directors, officers, and employees of the Company and its subsidiaries.

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Stock option transactions under the various employee stock option plans for the past three fiscal years are summarized below:

As of June 30, 2004, 2003, and 2002, exercisable employee stock options totaled 144,000, 144,700, and 144,100 shares and had weighted average exercise prices of $1.96, $2.00, and $2.02 per share, respectively.

Class A common stock options outstanding and exercisable under the employee stock option plans at June 30, 2004, were as follows: