FORWARD-LOOKING STATEMENTS

The matters discussed in this report, as well as in future oral and written statements by management of the Company, include forward-looking statements based on current management expectations that involve substantial risks and uncertainties which could cause actual results to differ materially from the results expressed in, or implied by, these forward-looking statements. Forward-looking statements related to future events or our future financial performance. We generally identify forward-looking statements by terminology such as "may," "will," "should," "expects," "plans," "anticipates," "could," "intends," "target," "projects," "contemplates," "believes," "estimates," "predicts," "potential," or "continue" or the negative of these terms or other similar words. Important assumptions include our ability to originate new investments and to achieve certain margins and levels of profitability and the availability of additional capital. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this report should not be regarded as a representation by us that our plans or objectives will be achieved. The forward-looking statements contained in this report include, without limitations, statements as to:

? our future operating results;

? our business prospects and the prospects of our prospective portfolio

companies;

? the impact of investments that we expect to make;

? the impact of a protracted decline in the liquidity of the credit markets on

our business;

? our informal relationships with third parties;

? the expected market for venture capital investments and our addressable market;

? the dependence of our future success on the general economy and its impact on

the industries in which we invest;

? our ability to access the equity market;

? the ability of our portfolio companies to achieve their objectives;

? our expected financings and investments;

? our regulatory structure and tax status;

? our ability to operate as a business development company and a regulated

investment company;

? the adequacy of our cash resources and working capital;

? the timing of cash flows, if any, from the operation of our portfolio

companies;

? the timing, form, and amount of any dividend distributions;

? impact of fluctuation of interest rates on our business;

? valuation of any investments in portfolio companies particularly those having

no liquid trading market; and

? our ability to recover unrealized losses.

You should not place undue reliance on these forward-looking statements. The forward-looking statements made in this report relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statement to reflect events or circumstances occurring after the date of this report.

The following discussion should be read in conjunction with our consolidated financial statements and related notes and other financial information appearing elsewhere in this prospectus. In addition to historical information, the following discussion and other parts of this prospectus contain forward-looking information that involves risks and uncertainties. Our actual results could differ materially from those anticipated by such forward-looking information due to the factors discussed under "Risk Factors" and "Forward-Looking Statements" appearing elsewhere herein.





OVERVIEW


We are an externally managed, closed-end, non-diversified management investment company organized as a Maryland corporation that has elected to be treated as a BDC under the 1940 Act. As such, we are required to comply with certain regulatory requirements. For instance, we generally have to invest at least 70% of our total assets in "qualifying assets,"





                                       46




including securities of private or micro-cap public U.S. companies, cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less. In addition, for tax purposes we are treated as a corporation and are subject to federal and state taxes on our income. FCM serves as our investment adviser and manages the investment process on a daily basis.

Our investment objective is to seek long-term growth of capital, principally by seeking capital gains on our equity and equity-related investments. There can be no assurance that we will achieve our investment objective. Under normal circumstances, we invest at least 80% of our net assets for investment purposes in technology companies. We consider technology companies to be those companies that derive at least 50% of their revenues from products and/or services within the information technology sector or in the "cleantech" sector. Information technology companies include, but are not limited to, those focused on computer hardware, software, telecommunications, networking, Internet, and consumer electronics. While there is no standard definition of cleantech, it is generally regarded as including goods and services designed to harness renewable energy and materials, eliminate emissions and waste, and reduce the use of natural resources. In addition, under normal circumstances we invest at least 70% of our total assets in privately held companies and public companies with market capitalizations of less than $250 million. Our portfolio is primarily composed of equity and equity derivative securities of technology and cleantech companies (as defined above). These investments generally range between $1 million and $10 million each, although the investment size will vary proportionately with the size of our capital base. We acquire our investments through direct investments in private companies, negotiations with selling shareholders, and in organized secondary marketplaces for private securities.

While our primary focus is to invest in illiquid private technology and cleantech companies, we also may invest in micro-cap publicly traded companies. In addition, we may invest up to 30 percent of the portfolio in opportunistic investments that do not constitute the private companies and micro-cap public companies described above. These other investments may include investments in securities of public companies that are actively traded or in actively traded derivative securities such as options on securities or security indices. These other investments may also include investments in high-yield bonds, distressed debt, or securities of public companies that are actively traded and securities of companies located outside of the United States. Our investment activities are managed by FCM.





PORTFOLIO COMPOSITION



We make investments in securities of both public and private companies. Our portfolio investments consist principally of equity and equity-like securities, including common and preferred stock, warrants for the purchase of common and preferred stock, and convertible and term notes. The fair value of our investment portfolio was approximately $82.2 million as of March 31, 2022, as compared to approximately $91.1 million as of December 31, 2021.

The following table summarizes the fair value of our investment portfolio by industry sector as of March 31, 2022, and December 31, 2021.





                                      March 31, 2022 December 31, 2021
Semiconductor Equipment                   38.7%            32.8%
Medical Devices                           24.2%            28.6%
Automotive                                21.2%            24.5%
Aerospace                                  6.8%            5.8%
Equipment Leasing                          1.3%            2.0%
Intellectual Property                      1.0%            1.1%
Advanced Materials                         0.8%            0.7%
Exchange-Traded/Money Market Funds         0.0%            0.7%
Other Assets in Excess of Liabilities      6.0%            3.8%
Net Assets                                100.0%          100.0%




                                       47




MATURITY OF PRIVATE COMPANIES IN THE CURRENT PORTFOLIO

The Fund invests in private companies at various stages of maturity. As our portfolio companies mature, they move from the "early (development) stage" to the "middle (revenue) stage" and then to the "late stage." We expect that this continuous progression may create a pipeline of potential exit opportunities through initial public offerings (IPOs) or acquisitions. Of course, some companies do not progress.

The illustration below describes typical characteristics of companies at each stage of maturity and where we believe our current portfolio companies fit within these categories. We expect some of our portfolio companies to transition between stages of maturity over time. The transition may be forward if the company is maturing and is successfully executing its business plan or may be backward if the company is not successfully executing its business plan or decides to change its business plan substantially from its original plan.





       EARLY STAGE                MIDDLE STAGE                LATE STAGE

Developing product or Established product, Appreciable revenue; may be

service for market, high customers, business model; break-even or profitable;

level of research and limited revenues. IPO or acquisition development, little or no

                                     candidate.
         revenue.




                               [[Image Removed]]



RESULTS OF OPERATIONS


The following information is a comparison for the three months ended March 31, 2022 and March 31, 2021





INVESTMENT INCOME


For the three months ended March 31, 2022, we had investment income of $1,936,290 primarily attributable to interest accrued on convertible/term note investments with IntraOp Medical Corp., Wrightspeed, and Hera Systems.

For the three months ended March 31, 2021, we had investment income of $1,291,457 primarily attributable to interest accrued on convertible/term note investments with IntraOp Medical Corp., Wrightspeed, and Hera Systems.

The higher level of investment income in the three months ended March 31, 2022, compared to the three months ended March 31, 2021, was due to the increased investments in convertible/term notes.





OPERATING EXPENSES


Operating expenses totaled approximately $732,865 during the three months ended March 31, 2022, and $783,622 during the three months ended March 31, 2021.





                                       48




Significant components of net operating expenses for the three months ended March 31, 2022, were management fee expense of $489,772, and professional fees (audit, legal, and consulting) of $69,222. Significant components of net operating expenses for the three months ended March 31, 2021, were management fee expense of $558,585, and professional fees (audit, legal, and consulting) of $67,852.

The lower level of net operating expenses for the three months ended March 31, 2022, compared to the three months ended March 31, 2021 is primarily attributable to an decrease in our total assets, on which the investment advisory fees are based.





NET INVESTMENT INCOME/(LOSS)



The net investment income before taxes was $1,203,425 for the three months ended March 31, 2022 and $507,835 for the three months ended March 31, 2021.

The higher net investment income in the three months ended March 31, 2022, compared to the three months ended March 31, 2021, is primarily attributable to increased investments in convertible notes with IntraOp Medical, Hera Systems, and Wrightspeed on which we accrue income.

NET INVESTMENT REALIZED GAINS AND LOSSES AND UNREALIZED APPRECIATION AND DEPRECIATION





A summary of the net realized and unrealized gains and loss on investments for
the three-month periods ended March 31, 2022, and March 31, 2021, is shown
below.



                                                             Three Months Ended
                                                               March 31, 2022
Realized gains                                              $            186,573
Net change in unrealized depreciation on investments                  (8,739,940 )

Net realized and unrealized gains/(losses) on investments $ (8,553,367 )






                                                              As of
                                                          March 31, 2022

Gross unrealized appreciation on portfolio investments $ 21,263,466 Gross unrealized depreciation on portfolio investments (84,101,950 ) Net unrealized depreciation on portfolio investments $ (62,838,484 )






                                                             Three Months Ended
                                                               March 31, 2021
Realized gains                                              $                 27
Net change in unrealized depreciation on investments                   9,777,226

Net realized and unrealized gains/(losses) on investments $ 9,777,253






                                                              As of
                                                          March 31, 2021

Gross unrealized appreciation on portfolio investments $ 28,115,964 Gross unrealized depreciation on portfolio investments (50,234,509 ) Net unrealized depreciation on portfolio investments $ (22,118,545 )

During the three months ended March 31, 2022, we recognized net realized gains of approximately $186,573 from the sale of investments.





                                       49




During the three months ended March 31, 2022, net unrealized depreciation on total investments increased by $8,739,940. The change in net unrealized appreciation and depreciation of our private investments is based on portfolio asset valuations determined in good faith by our Board of Directors. This change in net unrealized depreciation was primarily attributable to a decrease in the fair value of our portfolio companies, notably Pivotal, IntraOp and Wrightspeed.

During the three months ended March 31, 2021, we recognized net realized gains of approximately $27 from the repatriation of foreign currency.

During the three months ended March 31, 2021, net unrealized depreciation on total investments decreased by $9,777,226. The change in net unrealized appreciation and depreciation of our private investments is based on portfolio asset valuations determined in good faith by our Board of Directors. This change in net unrealized depreciation was primarily attributable to an increase in the fair value of our portfolio companies, notably Pivotal, IntraOp and Wrightspeed.

NET INCREASE/(DECREASE) IN ASSETS RESULTING FROM OPERATIONS AND CHANGE IN NET ASSETS PER SHARE

For the three months ended March 31, 2022, the net decrease in net assets resulting from operations (net of deferred taxes) totaled $(7,349,942) and basic and fully diluted net change in net assets per share for the three months ended March 31, 2022, was $(1.07).

For the three months ended March 31, 2021, the net increase in net assets resulting from operations (net of deferred taxes) totaled $10,285,088 and basic and fully diluted net change in net assets per share for the three months ended March 31, 2021, was $1.49.

The greater decrease in net assets resulting from operations for the three months ended March 31, 2022, as compared to the three months ended March 31, 2021, is due primarily to an increase in unrealized depreciation from investments, most notably Pivotal, IntraOp and Wrightspeed.





DISTRIBUTION POLICY


Our board of directors will determine the timing and amount, if any, of our distributions. We are not required to pay minimum level of distributions on our income or capital gains.





CONTRACTUAL OBLIGATIONS



The Fund does not have any Contractual Obligations that meet the requirements for disclosure under Item 303 of Regulation S-K.

OFF-BALANCE SHEET ARRANGEMENTS

The Fund does not have any Off-Balance Sheet Arrangements.





CRITICAL ACCOUNTING POLICIES


This discussion of our financial condition and results of operations is based upon our financial statements, which are prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP. The preparation of these financial statements will require management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. In addition to the discussion below, we will describe our critical accounting policies in the notes to our future financial statements.

Valuation of Portfolio Investments

As a business development company, we generally invest in illiquid equity and equity derivatives of securities of venture capital stage technology companies. Under written procedures established by our board of directors, securities traded on stock exchanges, or quoted by NASDAQ, are valued according to the NASDAQ Stock Market, Inc. ("NASDAQ") official closing price, if applicable, or at their last reported sale price as of the close of trading on the New York Stock Exchange ("NYSE") (normally 4:00 P.M. Eastern Time). If a security is not traded that day, the security will be valued at its most recent bid price. Securities traded in the over-the-counter market, but not quoted by NASDAQ, are valued at the last sale price (or, if the last





                                       50




sale price is not readily available, at the most recent closing bid price as quoted by brokers that make markets in the securities) at the close of trading on the NYSE. Securities traded both in the over-the-counter market and on a stock exchange are valued according to the broadest and most representative market. We obtain these market values from an independent pricing service or at the mean between the bid and ask prices obtained from at least two brokers or dealers (if available, otherwise by a principal market maker or a primary market dealer). In addition, a large percentage of our portfolio investments are in the form of securities that are not publicly traded. The fair value of securities and other investments that are not publicly traded may not be readily determinable. We value these securities quarterly at fair value as determined in good faith by our board of directors. Our board of directors may use the services of a nationally recognized independent valuation firm to aid it in determining the fair value of these securities. The methods for valuing these securities may include: fundamental analysis (sales, income, or earnings multiples, etc.), discounts from market prices of similar securities, purchase price of securities, subsequent private transactions in the security or related securities, or discounts applied to the nature and duration of restrictions on the disposition of the securities, as well as a combination of these and other factors. Because such valuations, and particularly valuations of private securities and private companies, are inherently uncertain, may fluctuate over short periods of time, and may be based on estimates, our determinations of fair value may differ materially from the values that would have been used if a ready market for these securities existed. Our net asset value could be adversely affected if our determinations regarding the fair value of our investments were materially higher than the values that we ultimately realize upon the disposal of such securities.





Revenue Recognition



We record interest or dividend income on an accrual basis to the extent that we expect to collect such amounts. We do not accrue as a receivable interest on loans and debt securities if we have reason to doubt our ability to collect such interest. Loan origination fees, original issue discount, and market discount are capitalized, and we amortize any such amounts as interest income. Upon the prepayment of a loan or debt security, any unamortized loan origination is recorded as interest income. We will record prepayment premiums on loans and debt securities as interest income when we receive such amounts.

Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation

We measure realized gains or losses by the difference between the net proceeds from the repayment or sale and the cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.

Recently Issued Accounting Standards

From time to time, new accounting pronouncements are issued by the FASB or other standards setting bodies that are adopted by us as of the specified effective date. We believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial statements upon effectiveness.





Inflation


Inflation has not had a significant effect on our results of operations in any of the reporting periods presented herein. However, our portfolio companies have experienced, and may in the future experience, the impacts of inflation on their operating results.





SUBSEQUENT EVENTS



Subsequent to the close of the fiscal quarter on March 31, 2022, and through the date of the issuance of the financial statements included herein, a number of material events related to our portfolio of investments occurred, consisting primarily of the purchase and sale of public and private securities. Since that date, we have purchased private securities with an aggregate cost of approximately $865 thousand and sold public securities with an aggregate value of approximately $2.7 million.





                                       51

© Edgar Online, source Glimpses