UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C.WASHINGTON, DC 20549

Form 10-K

x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 20062007
or
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________________ to ____________________

Commission File No. 0-11576

HARRIS & HARRIS GROUP, INC.®
(Exact Name of Registrant as Specified in Its Charter)

HARRIS & HARRIS GROUP, INC.®
(Exact Name of Registrant as Specified in its Charter)
New York 13-3119827
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
of Incorporation or Organization) Identification No.)

111 West 57th57th Street, New York, New York
10019
(Address of Principal Executive Offices)(Zip Code)

Registrant's telephone number, including area code (212) 582-0900

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Name of Each Exchange on Which Registered
   
Common Stock, $.01 par value Nasdaq Global Market

Securities registered pursuant to Section 12(g) of the Act:

None
(Title of Class)
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
¨Yes þx No



Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
¨oYes  xþNo

Indicate by check mark whether the registrant (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 12 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.
þx Yes ¨ No
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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.
þx

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer Accelerated Filer ¨
Accelerated filer Filer xþ
Non-acceleratedNon-Accelerated Filer ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
     ¨Yes þx No

The aggregate market value of the common stock held by non-affiliates of Registrant as of June 30, 200629, 2007 was $215,684,031$244,666,430 based on the last sale price as quoted by the Nasdaq Global Market on such date (only officers and directors are considered affiliates for this calculation).

As of March 15, 2007,12, 2008, the registrant had 21,341,02923,314,573 shares of common stock, par value $.01 per share, outstanding.


DOCUMENTS INCORPORATED BY REFERENCE INCORPORATED AT
   
Harris & Harris Group, Inc. Proxy Statement for the Part III, Items 10, 11,
20072008 Annual Meeting of Shareholders 12, 13 and 14



TABLE OF CONTENTS
  Page
PART I  
   
Item 1.Business1
Item 1A.Risk Factors1415
Item 1B.Unresolved Staff Comments2627
Item 2.Properties2728
Item 3.Legal Proceedings2728
Item 4.Submission of Matters to a Vote of Security Holders2728
   
PART II  
   
Item 5.Market For Registrant's Common Equity, Related
Stockholder Matters and Issuer PurchasePurchases of
Equity Securities2829
Item 6.Selected Financial Data3132
Item 7.Management's Discussion and Analysis of Financial 
 Condition and Results of Operations3233
Item 7A.Quantitative and Qualitative Disclosures About Market
Risk49
Item 8.
Consolidated Financial Statements
and Supplementary Data51
Item 9.Changes in and Disagreements withWith Accountants on
Accounting and Financial Disclosure95104
Item 9A.Controls and Procedures95104
Item 9B.Other Information95104
   
PART III  
   
Item 10.Directors and Executive Officers of the Registrant96105
Item 11.Executive Compensation96105
Item 12.Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters96105
Item 13.Certain Relationships and Related Transactions,
and Director Independence96105
Item 14.Principal Accountant Fees and Services97106
   
PART IV  
   
Item 15.Exhibits and Financial Statements Schedules98107
   
Signatures Signatures100110
   
Exhibit Index102112



PART I


Item 1. BusinessBusiness.

Harris & Harris Group, Inc.® (the "Company," "us," "our," and "we"), is aan internally managed venture capital company specializing in tiny technology that operateshas elected to operate as a business development company ("BDC") under the Investment Company Act of 1940, which we refer to as the 1940 Act. For tax purposes, we have elected to be a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, which we refer to as the Code. Our investment objective is to achieve long-term capital appreciation, rather than current income, by making venture capital investments in early-stage companies. We incorporated under the laws of the state of New York in August 1981. Our investment approach is comprised of a patient examination of available opportunities, thorough due diligence and close involvement with management. As a venture capital company, we invest in and provide managerial assistance to our portfolio companies which, in our opinion, have significant potential for growth. We are managed by our Board of Directors and officers and have no investment advisor.

We make initial venture capital investments exclusively in "tiny technology," which we define as nanotechnology, microsystems and microelectromechanical systems ("MEMS"). Nanotechnology is measured in nanometers, which are units of measurement in billionths of a meter. Microsystems and microelectromechanical systems are measured in micrometers, which are units of measurement in millionths of a meter. We consider a company to be a tiny technology company if the company employs or intends to employ technology that we consider to be at the microscale or smaller and if the employment of that technology is material to its business plan. Our portfolio includes insignificant non-tinyBecause it is in many respects a new field, tiny technology investments made prior to 2001,has significant scientific, engineering and we may make follow-on investments in either tiny or non-tiny technology portfolio companies. commercialization risks.

At December 31, 2006, 46.72007, 54.7 percent of our total assets and 99.9 percent of our venture capital portfolio were invested in tiny technology investments. The remaining 0.1 percent of our venture capital portfolio represents one non-tiny technology investment made prior to 2001. We may make follow-on investments in any of our portfolio companies. By making these investments, we seek to provide our shareholders with an increasingly specific focus on tiny technology through a portfolio of venture capital investments that address a variety of markets and products. This investment policy is not a fundamental policy and accordingly may be changed without shareholder approval, although we intend to give shareholders at least 60 days prior notice of any change in our policy.

Tiny technology is multidisciplinary and widely applicable, and it incorporates technology that was not previously in widespread use. NanotechnologyProducts enabled by tiny technology are applicable to a large number of industries including pharmaceuticals, medical devices, electronics and alternative (clean) energy. The use of nanotechnology-enabled advanced materials for clean energy in particular is measured in nanometers, whichan area of increasing global interest, and these types of materials are unitsthe cornerstones of measurement in billionthsnew generations of photovoltaics, batteries, solid-state lighting, fuel cells, bio-fuels and other energy-related applications that are the focus of a meter. Microsystemsnumber of recently funded early-stage companies. Although we have not specifically targeted investments in alternative energy companies, as of December 31, 2007, eight of our 30 active portfolio companies are measured in micrometers, which are unitsfocused on the commercialization of measurement in millionthsalternative energy-related products. These companies represent 33.4 percent of a meter. Because it is in many respects a new field, tiny technology has significant scientific, engineering and commercialization risks.our venture capital portfolio based on value as of December 31, 2007.

Our website is www.TinyTechVC.com. We make available free of charge through our website: our annual report on Form 10-K; our quarterly reports on Form 10-Q; our current reports on Form 8-K; and amendments to those reports as soon as reasonably practicable after filing or furnishing such materials to the Securities and Exchange Commission ("SEC").


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Neither our investments, nor an investment in us, is intended to constitute a balanced investment program. We expect to be risk seeking rather than risk averse in our investment approach. To such end, we reserve the fullest possible freedom of action, subject to our certificate of incorporation, applicable law and regulations, and policy statements contained herein. There is no assurance that our investment objective will be achieved.

We expect to invest a substantial or major portion of our assets in securities that we consider to be venture capital investments. These venture capital investments usually do not pay interest or dividends and usually are subject to legal or contractual restrictions on resale that may adversely affect the liquidity and marketability of such securities.

We expect to make speculative venture capital investments with limited marketability and a greater risk of investment loss than less speculative venture capital issues. Although we currently restrict our initial venture capital investments to tiny technology, such technology is enabling technology applicable to a wide range of fields and businesses, and we do not seek to invest in any particular industries or categories of investments. Our securities investments may consist of private, public or governmental issuers of any type. Subject to the diversification requirements applicable to a RIC, we may commit all of our assets to only a few investments.

Achievement of our investment objective is basically dependent upon the judgment of a team of fivesix professional, full-time members of management, fourfive of whom are designated as Managing Directors,Directors: Charles E. Harris, Douglas W. Jamison, Daniel V. Leff and Alexei A. Andreev, Michael A. Janse and a Vice President, Daniel B. Wolfe. TwoOne of our directors, are also consultants to us, Kelly S. Kirkpatrick and Lori D. Pressman.Pressman, is also a consultant to us. This team and these directors collectively havehas expertise in venture capital investing, intellectual property and nanotechnology. There can be no assurance that a suitable replacement could be found for any of our officers upon their retirement, resignation, inability to act on our behalf, or death. Charles E. Harris is our Chairman and Chief Executive Officer and a "control" person as defined in the 1940 Act. There can be no assurance that a suitable replacement could be found for Mr. Harris upon his retirement, his resignation, his inability to act on our behalf or in the event of his death. On December 31, 2008, Mr. Harris will be subject to mandatory retirement pursuant to the Company's mandatory retirement policy for senior executives. The Board of Directors may extend the mandatory retirement age for a given senior executive from year tofor one additional year. On November 2, 2006, the Board of Directors named Douglas W. Jamison as Mr. Harris's successor upon Mr. Harris's retirement.

Subject to continuing to meet the compliance tests applicable to BDCs, there are no limitations on the types of securities or other assets in which we may invest. Investments may include the following:

·Equity, equity-related securities (including warrants) and debt with equity features from either private or public issuers.issuers;
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·  ·
Venture capital investments, whether in corporate, partnership or other form, including development stage or start-up entities.
entities;

·  ·
Intellectual property or patents or research and development in technology or product development that may lead to patents or other marketable technology.
technology;

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·  ·
Debt obligations of all types having varying terms with respect to security or credit support, subordination, purchase price, interest payments and maturity.
maturity;

·  Foreign securities.securities; and

·Miscellaneous investments.

Investments and Strategies

The following is a summary description of the types of assets in which we may invest, the investment strategies we may utilize and the attendant risks associated with our investments and strategies.

Equity, Equity-Related Securities and Debt with Equity Features

We may invest in equity, equity-related securities and debt with equity features. These securities include common stock, preferred stock, debt instruments convertible into common or preferred stock, limited partnership interests, other beneficial ownership interests and warrants, options or other rights to acquire any of the foregoing.

We may make investments in companies with operating histories that are unprofitable or marginally profitable, that have negative net worth or that are involved in bankruptcy or reorganization proceedings. These investments would involve businesses that management believes have turnaround potential through the infusion of additional capital and management assistance. In addition, we may make investments in connection with the acquisition or divestiture of companies or divisions of companies. There is a significantly greater risk of loss with these types of securities than is the case with traditional investment securities.

We may also invest in publicly traded securities of whatever nature, including relatively small, emerging growth companies that management believes have long-term growth possibilities.

Warrants, options and convertible or exchangeable securities generally give the investor the right to acquire specified equity securities of an issuer at a specified price during a specified period or on a specified date. Warrants and options fluctuate in value in relation to the value of the underlying security and the remaining life of the warrant or option, while convertible or exchangeable securities fluctuate in value both in relation to the intrinsic value of the security without the conversion or exchange feature and in relation to the value of the conversion or exchange feature, which is like a warrant or option. When we invest in these securities, we incur the risk that the option feature will expire worthless, thereby either eliminating or diminishing the value of our investment.

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Investments in equity securities of private companies involve securities that are restricted as to sale and cannot be sold in the open market without registration under the Securities Act of 1933 or pursuant to a specific exemption from these registrations. Opportunities for sale are more limited than in the case of marketable securities, although these investments may be purchased at more advantageous prices and may offer attractive investment opportunities. Even if one of our portfolio companies completes an initial public offering, we are typically subject to a lock-up agreement for 180 days, and the stock price may decline substantially before we are free to sell. Even if we have registration rights to make our investments more marketable, a considerable amount of time may elapse between a decision to sell or register the securities for sale and the time when we are able to sell the securities. The prices obtainable upon sale may be adversely affected by market conditions or negative conditions affecting the issuer during the intervening time. We may elect to hold formerly restricted securities after they have become freely marketable, either because they remain relatively illiquid or because we believe that they may appreciate in value, during which holding period they may decline in value and be especially volatile as unseasoned securities. If we need funds for investment or working capital purposes, we might sell marketable securities at disadvantageous times or prices.

Venture Capital Investments

We define venture capital as the money and resources made available to start-up firms and small businesses with exceptional growth potential. We expect our venture capital investments to be largely in development stage or start-up businesses. Substantially all of our long-term venture capital investments are in thinly capitalized, unproven, small companies focused on risky technologies. These businesses also tend to lack management depth, to have limited or no history of operations and to have not attained profitability. Because of the speculative nature of these investments, these securities have a significantly greater risk of loss than traditional investment securities. Some of our venture capital investments will be complete losses or unprofitable, and some will never realize their potential.

We may own 100 percent of the securities of a start-up investment for a period of time and may control the company for a substantial period. Start-up companies are more vulnerable than better capitalized companies to adverse business or economic developments. Start-up businesses generally have limited product lines, markets and/or financial resources. Start-up companies are not well-known to the investing public and are subject to potential bankruptcy, general movements in markets and perceptions of potential growth.

In connection with our venture capital investments, we may participate in providing a variety of services to our portfolio companies, including the following:
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·recruiting management;
·formulating operating strategies;
·formulating intellectual property strategies;
·assisting in financial planning;
·providing management in the initial start-up stages; and
·establishing corporate goals.

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We may assist in raising additional capital for these companies from other potential investors and may subordinate our own investment to that of other investors. We typically find it necessary or appropriate to provide additional capital of our own. We may introduce these companies to potential joint venture partners, suppliers and customers. In addition, we may assist in establishing relationships with investment bankers and other professionals. We may also assist with mergers and acquisitions. We do not derive income from these companies for the performance of any of the above services.

We may control, be represented on, or have observer rights on the Board of Directors of a portfolio company through one or more of our officers or directors, who may also serve as officers of the portfolio company. We indemnify our officers and directors for serving on the Boards of Directors or as officers of portfolio companies, which exposes us to additional risks. Particularly during the early stages of an investment, we may, in rare instances, in effect be conducting the operations of the portfolio company. As a venture capital backed company emerges from the developmental stage with greater management depth and experience, we expect that our role in the portfolio company’s operations will diminish. Our goal is to assist each company in establishing its own independent capitalization, management and Board of Directors. We expect to be able to reduce our involvement in those start-up companies that become successful, as well as in those start-up companies that fail.

Intellectual Property

We believe there is a role for organizations that can assist in technology transfer. Scientists and institutions that develop and patent intellectual property perceive the need for and rewards of entrepreneurial commercialization of their inventions.

Our form of investment may be:

·funding research and development in the development of a technology;
·obtaining licensing rights to intellectual property or patents;
·acquiring intellectual property or patents; or
·forming and funding companies or joint ventures to commercialize further intellectual property.
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Income from our investments in intellectual property or its development may take the form of participation in licensing or royalty income, fee income, or some other form of remuneration. In order to satisfy RIC requirements, these investments will normally be held in an entity taxable as a corporation. Investment in developmental intellectual property rights involves a high degree of risk that can result in the loss of our entire investment as well as additional risks including uncertainties as to the valuation of an investment and potential difficulty in liquidating an investment. Further, investments in intellectual property generally require investor patience, as investment return may be realized only after or over a long period. At some point during the commercialization of a technology, our investment may be transformed into ownership of securities of a development stage or start-up company, as discussed under "Venture Capital Investments" above.

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Debt Obligations

We may hold debt securities for income and as a reserve pending more speculative investments. Debt obligations may include U.S. government and agency securities, commercial paper, bankers’ acceptances, receivables or other asset-based financing, notes, bonds, debentures, or other debt obligations of any nature and repurchase agreements related to these securities. These obligations may have varying terms with respect to security or credit support, subordination, purchase price, interest payments and maturity from private, public or governmental issuers of any type located anywhere in the world. We may invest in debt obligations of companies with operating histories that are unprofitable or marginally profitable, that have negative net worth or are involved in bankruptcy or reorganization proceedings, or that are start-up or development stage entities. In addition, we may participate in the acquisition or divestiture of companies or divisions of companies through issuance or receipt of debt obligations. As of December 31, 2007, the debt obligations held in our portfolio consisted of convertible bridge notes and U.S. Treasury securities.

It is likely that our investments in debt obligations will be of varying quality, including non-rated, unsecured, highly speculative debt investments with limited marketability. Investments in lower-rated and non-rated securities, commonly referred to as "junk bonds," are subject to special risks, including a greater risk of loss of principal and non-payment of interest. Generally, lower-rated securities offer a higher return potential than higher-rated securities, but involve greater volatility of price and greater risk of loss of income and principal, including the possibility of default or bankruptcy of the issuers of these securities. Lower-rated securities and comparable non-rated securities will likely have large uncertainties or major risk exposure to adverse conditions and are predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal in accordance with the terms of the obligation. The occurrence of adverse conditions and uncertainties to issuers of lower-rated securities would likely reduce the value of lower-rated securities held by us, with a commensurate effect on the value of our shares.

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The markets in which lower-rated securities or comparable non-rated securities are traded generally are more limited than those in which higher-rated securities are traded. The existence of limited markets for these securities may restrict our ability to obtain accurate market quotations for the purposes of valuing lower-rated or non-rated securities and calculating net asset value or to sell securities at their fair value. Any economic downturn could adversely affect the ability of issuers’ lower-rated securities to repay principal and pay interest thereon. The market values of lower-rated and non-rated securities also tend to be more sensitive to individual corporate developments and changes in economic conditions than higher-rated securities. In addition, lower-rated securities and comparable non-rated securities generally present a higher degree of credit risk. Issuers of lower-rated securities and comparable non-rated securities are often highly leveraged and may not have more traditional methods of financing available to them, so that their ability to service their debt obligations during an economic downturn or during sustained periods of rising interest rates may be impaired. The risk of loss owing to default by these issuers is significantly greater because lower-rated securities and comparable non-rated securities generally are unsecured and frequently are subordinated to the prior payment of senior indebtedness. We may incur additional expenses to the extent that we are required to seek recovery upon a default in the payment of principal or interest on our portfolio holdings.

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The market value of investments in debt securities that carry no equity participation usually reflects yields generally available on securities of similar quality and type at the time purchased. When interest rates decline, the market value of a debt portfolio already invested at higher yields can be expected to rise if the securities are protected against early call. Similarly, when interest rates increase, the market value of a debt portfolio already invested at lower yields can be expected to decline. Deterioration in credit quality also generally causes a decline in market value of the security, while an improvement in credit quality generally leads to increased value.

Foreign Securities

We may make investments in securities of issuers whose principal operations are conducted outside the United States, and whose earnings and securities are stated in foreign currency. In order to maintain our status as a business development company, our investments in the stocks of companies organized outside the U.S. would be limited to 30 percent of our assets, because we must invest at least 70 percent of our assets in "qualifying assets," and securities of foreign companies are not "qualifying assets." At this time, we do not anticipate investing a significant portion of our assets in foreign companies.

Compared to otherwise comparable investments in securities of U.S. issuers, currency exchange risk of securities of foreign issuers is a significant variable. The value of these investments to us will vary with the relation of the currency in which they are denominated to the U.S. dollar, as well as with intrinsic elements of value such as credit risk, interest rates and performance of the issuer. Investments in foreign securities also involve risks relating to economic and political developments, including nationalization, expropriation of assets, currency exchange freezes and local recession. Securities of many foreign issuers are less liquid and more volatile than those of comparable U.S. issuers. Interest and dividend income and capital gains on our foreign securities may be subject to withholding and other taxes that may not be recoverable by us. We may seek to hedge all or part of the currency risk of our investments in foreign securities through the use of futures, options and forward currency purchases or sales.

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Borrowing and Margin Transactions

We may from time to time borrow money or obtain credit by any lawful means from banks, lending institutions, other entities or individuals, in negotiated transactions. We may issue, publicly or privately, bonds, debentures or notes, in series or otherwise, with interest rates and other terms and provisions, including conversion rights, on a secured or unsecured basis, for any purpose, up to the maximum amounts and percentages permitted for business development companies under the 1940 Act. The 1940 Act currently prohibits us from borrowing any money or issuing any other senior securities (other than preferred stock and other than temporary borrowings of up to five percent of our assets), if in giving effect to the borrowing or issuance, the value of our total assets would be less than 200 percent of our total liabilities (other than liabilities not constituting senior securities). We may pledge assets to secure any borrowings. We currently have no leverage and have no current intention to issue preferred stock.

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A primary purpose of our borrowing power is for leverage, to increase our ability to acquire investments both by acquiring larger positions and by acquiring more positions. Borrowings for leverage accentuate any increase or decrease in the market value of our investments and thus our net asset value. Because any decline in the net asset value of our investments will be borne first by holders of common stock, the effect of leverage in a declining market would be a greater decrease in net asset value applicable to the common stock than if we were not leveraged. Any decrease would likely be reflected in a decline in the market price of our common stock. To the extent the income derived from assets acquired with borrowed funds exceeds the interest and other expenses associated with borrowing, our total income will be greater than if borrowings were not used. Conversely, if the income from assets is not sufficient to cover the borrowing costs, our total income will be less than if borrowings were not used. If our current income is not sufficient to meet our borrowing costs (repayment of principal and interest), we might have to liquidate some or all of our investments when it may be disadvantageous to do so. Our borrowings for the purpose of buying most liquid equity securities will be subject to the margin rules, which require excess liquid collateral marked to market daily. If we are unable to post sufficient collateral, we will be required to sell securities to remain in compliance with the margin rules. These sales might be at disadvantageous times or prices.


Repurchase of Shares

Our shareholders do not have the right to compel us to redeem our shares. We may, however, purchase outstanding shares of our common stock from time to time, subject to approval of our Board of Directors and compliance with applicable corporate and securities laws. The Board of Directors may authorize purchases from time to time when they are deemed to be in the best interests of our shareholders, but could do so only after notification to shareholders. The Board of Directors may or may not decide to undertake any purchases of our common stock.

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Our repurchases of our common shares would decrease our total assets and would therefore likely have the effect of increasing our expense ratio. Subject to our investment restrictions, we may borrow money to finance the repurchase of our common stock in the open market pursuant to any tender offer. Interest on any borrowings to finance share repurchase transactions will reduce our net assets. If, because of market fluctuations or other reasons, the value of our assets falls below the required 1940 Act coverage requirements, we may have to reduce our borrowed debt to the extent necessary to comply with the requirement. To achieve a reduction, it is possible that we may be required to sell portfolio securities at inopportune times when it may be disadvantageous to do so. Since 1998, we have repurchased a total of 1,828,740 shares of our common stock at a total cost of $3,405,531, or $1.86 per share. On July 23, 2002, because of our strategic decision to invest in tiny technology, our Board of Directors reaffirmed its commitment not to authorize the purchase of additional shares of our common stock.

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Portfolio Company Turnover

Changes with respect to portfolio companies will be made as our management considers necessary in seeking to achieve our investment objective. The rate of portfolio turnover will not be treated as a limiting or relevant factor when circumstances exist, which are considered by management to make portfolio changes advisable.

Although we expect that many of our investments will be relatively long term in nature, we may make changes in our particular portfolio holdings whenever it is considered that an investment no longer has substantial growth potential or has reached its anticipated level of performance, or (especially when cash is not otherwise available) that another investment appears to have a relatively greater opportunity for capital appreciation. We may also make general portfolio changes to increase our cash to position us in a defensive posture. We may make portfolio changes without regard to the length of time we have held an investment, or whether a sale results in profit or loss, or whether a purchase results in the reacquisition of an investment which we may have only recently sold. Our investments in privately held companies are illiquid, which limits portfolio turnover.

The portfolio turnover rate may vary greatly from year to year as well as during a year and may also be affected by cash requirements.


Competition

Numerous companies and individuals are engaged in the venture capital business, and such business is intensely competitive. We believe the perpetual nature of our corporate structure enables us to be a better long-term partner for our portfolio companies than if we were organized as a traditional private equity fund, which typically has a limited life. AlthoughWe believe that we have recently been one of theinvested in more activenanotechnology-enabled companies than any venture capital firms in making tiny technology investments,firm and ourthat we have assembled a team of investment professionals that have scientific and intellectual property expertise that is relevant to investing in tiny technology,technology. Nevertheless, many of our competitors have significantly greater financial and other resources and managerial capabilities than we do and are therefore, in certain respects, in a better position than we are to obtain access to attractive venture capital investments, particularly as a lead investor in capital-intensive companies. There can be no assurance that we will be able to compete against these venture capital businesses for attractive investments, particularly as a lead investor in capital-intensive companies.


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Regulation

The Small Business Investment Incentive Act of 1980 added the provisions of the 1940 Act applicable to business development companies ("BDCs").BDCs. BDCs are a special type of investment company. After a company files its election to be treated as a BDC, it may not withdraw its election without first obtaining the approval of holders of a majority of its outstanding voting securities. The following is a brief description of the 1940 Act provisions applicable to BDCs, qualified in its entirety by reference to the full text of the 1940 Act and the rules issued thereunder by the SEC.

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Generally, to be eligible to elect BDC status, a company must primarily engage in the business of furnishing capital and making significant managerial assistance available to companies that do not have ready access to capital through conventional financial channels. Such portfolio companies are termed "eligible portfolio companies." In general, in order to qualify as a BDC, a company must: (i) be a domestic company; (ii) have registered a class of its securities pursuant to Section 12 of the Securities Exchange Act of 1934; (iii) operate for the purpose of investing in the securities of certain types of portfolio companies, namely,including early stage or emerging companies and businesses suffering or just recovering from financial distress (see following paragraph); (iv) make available significant managerial assistance to such portfolio companies; and (v) file a proper notice of election with the SEC.

An eligible portfolio company generally is a domestic company that is not an investment company or a company excluded from investment company status pursuant to exclusions for certain types of financial companies (such as brokerage firms, banks, insurance companies and investment banking firms) and that: (i) does not have a class of securities on which "margin" credit can be extended or does not have a class of equity securities listed on any stocka national securities exchange or (ii) is controlled by athe BDC by itself or together with others (control under the 1940 Act is presumed to exist where a person owns at least 25 percent of the outstanding voting securities of the portfolio company). 

We may be periodically examined by the SEC for compliance with the 1940 Act.

As with other companies regulated by the 1940 Act, a BDC must adhere to certain substantive regulatory requirements. A majority of the directors must be persons who are not interested persons, as that term is defined in the 1940 Act. Additionally, we are required to provide and maintain a bond issued by a reputable fidelity insurance company to protect the BDC. Furthermore, as a BDC, we are prohibited from protecting any director or officer against any liability to us or our shareholders arising from willful malfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office.
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The 1940 Act prohibits us from investingprovides that we may not make an investment in anynon-qualifying assets other than a qualifying asset unless at the time at least 70 percent of the value of our total assets consist(measured as of the date of our most recently filed financial statements) consists of qualifying assets. Qualifying assets include: (i) securities of eligible portfolio companies that are not part of a public offering; (ii) securities of certain companies that were eligible portfolio companies at the time we initially acquired their securities; (ii)securities and in which we retain a substantial interest; (iii) securities of certain controlled companies; (iv) securities of certain bankrupt, insolvent or insolvent companies that were eligible portfolio companies at the time of our initial investment in thosedistressed companies; (iii)(v) securities received in exchange for or distributed in or with respect to any of the foregoing; and (iv)(vi) cash items, government securities and high quality short-term debt. The SEC recentlyhas adopted a new rule permitting a BDC to invest its cash in certain money market funds. The 1940 Act also places restrictions on the nature of the transactions in which, and the persons from whom, securities can be purchased in some instances in order for the securities to be considered qualifying assets.

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We are permitted by the 1940 Act, under specified conditions, to issue multiple classes of senior debt and a single class of preferred stock if our asset coverage, as defined in the 1940 Act, is at least 200 percent after the issuance of the debt or the preferred stock (i.e., such senior securities may not be in excess of our net assets). Under specific conditions, we are also permitted by the 1940 Act to issue warrants.

Except under certain conditions, we may sell our securities at a price that is below the prevailing net asset value per share only after a majority of our directors and our disinterested directors have determined that such sale would be in the best interest of us and our stockholders and upon the approval by the holders of a majority of our outstanding voting securities includingvoting on the matter at a majority of the voting securities held by non-affiliated persons.meeting at which a quorum is present. If the offering of the securities is underwritten, a majority of the disinterested directors must determine in good faith that the price of the securities being sold is not less than a price which closely approximates market value of the securities, less any distribution discount or commission. As defined by the 1940 Act, the term "majority of the Company's outstanding voting securities" means the vote of (i) 67 percent or more of our common stock present at the meeting, if the holders of more than 50 percent of the outstanding common stock are present or represented by proxy or (ii) more than 50 percent of our outstanding common stock, whichever is less.

Certain transactions involving certain closely related persons of the Company, including its directors, officers and employees, may require the prior approval of the SEC. However, the 1940 Act ordinarily does not restrict transactions between us and our portfolio companies.


Subchapter M Status

We elected to be treated as a regulated investment company (a "RIC"), taxable under Subchapter M of the Internal Revenue Code (the "Code"), for federal income tax purposes. In general, a RIC is not taxable on its income or gains to the extent it distributes such income or gains to its shareholders. In order to qualify as a RIC, we must, in general, (1) annually derive at least 90 percent of our gross income from dividends, interest and gains from the sale of securities and similar sources (the "Income Source Rule"); (2) quarterly meet certain investment asset diversification requirements; and (3) annually distribute at least 90 percent of our investment company taxable income as a dividend (the "Income Distribution Rule"). Any taxable investment company income not distributed will be subject to corporate level tax. Any taxable investment company income distributed generally will be taxable to shareholders as dividend income.

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In addition to the requirement that we must annually distribute at least 90 percent of our investment company taxable income, we may either distribute or retain our realized net capital gains from investments, but any net capital gains not distributed may be subject to corporate level tax. It is our current intention not to distribute net capital gains. Any net capital gains distributed generally will be taxable to shareholders as long-term capital gains.

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In lieu of actually distributing our realized net capital gains, we as a RIC may retain all or part of our net capital gains and elect to be deemed to have made a distribution of the retained portion to our shareholders under the "designated undistributed capital gain" rules of the Code. We currently intend to retain and designate all of our net capital gains. In this case, the "deemed dividend" generally is taxable to our shareholders as long-term capital gains. Although we pay tax at the corporate rate on the amount deemed to have been distributed, our shareholders receive a tax credit equal to their proportionate share of the tax paid and an increase in the tax basis of their shares by the amount per share retained by the Company.

To the extent that we declare a deemed dividend, each shareholder will receive an IRS Form 2439 that will reflect each shareholder's receipt of the deemed dividend income and a tax credit equal to each shareholder's proportionate share of the tax paid by us. This tax credit, which is paid at the corporate rate, is often credited at a higher rate than the actual tax due by a shareholder on the deemed dividend income. The "residual" credit can be used by the shareholder to offset other taxes due in that year or to generate a tax refund to the shareholder. Tax exempt investors may file for a refund.

The following simplified examples illustrate the tax treatment under Subchapter M of the Code for us and our individual shareholders with regard to three possible distribution alternatives, assuming a net capital gain of $1.00 per share, consisting entirely of sales of non-real property assets held for more than 12 months.

Under Alternative A: 100 percent of net capital gain declared as a cash dividend and distributed to shareholders:

1.No
1.No federal taxation at the Company level.

2.Taxable2.Taxable shareholders receive a $1.00 per share dividend and pay federal tax at a rate  not in excess of 15 percent* or $.15 per share, retaining $.85 per share.

3.Non-taxable3.Non-taxable shareholders that file a federal tax return receive a $1.00 per share  dividend and pay no federal tax, retaining $1.00 per share.

Under Alternative B: 100 percent of net capital gain retained by the Company and designated as "undistributed capital gain" or deemed dividend:

1.The1.The Company pays a corporate-level federal income tax of 35 percent on the  undistributed gain or $.35 per share and retains 65 percent of the gain or $.65 per share.

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2.Taxable2.Taxable shareholders increase their cost basis in their stock by $.65 per share. They  pay federal capital gains tax at a rate not in excess of 15 percent* on 100 percent of the undistributed gain of $1.00 per share or $.15 per share in tax. Offsetting this tax,  shareholders receive  a tax credit equal to 35 percent of the undistributed gain or $.35 per  share.

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3. Non-taxable shareholders that file a federal tax return receive a tax refund equal  to $0.35$.35 per share.

*Assumes all capital gains qualify for long-term rates of 15 percent.

Under Alternative C: 100 percent of net capital gain retained by the Company, with no designated undistributed capital gain or deemed dividend:

1. The Company pays a corporate-level federal income tax of 35 percent on the retained  gain or $.35 per share plus an excise tax of four percent of $.98 per share, or about $.04 per share.

2. There is no tax consequence at the shareholder level.

Although we may retain income and gains subject to the limitations described above (including paying corporate level tax on such amounts), we could be subject to an additional four percent excise tax if we fail to distribute 98 percent of our aggregate annual taxable income.

As noted above, in order to qualify as a RIC, we must meet certain investment asset diversification requirements each quarter. Because of the specialized nature of our investment portfolio, in some years we have been able to satisfy the diversification requirements under Subchapter M of the Code primarily as a result of receiving certifications from the SEC under the Code with respect to each taxable year beginning after 1998 that we were "principally engaged in the furnishing of capital to other corporations which are principally engaged in the development or exploitation of inventions, technological improvements, new processes, or products not previously generally available" for such year.

Although we received SEC certifications for 1999-2005,1999-2006, there can be no assurance that we will receive such certification for 20062007 or subsequent years (to the extent we need additional certifications as a result of changes in our portfolio). If we require, but fail to obtain, the SEC certification for a taxable year, we may fail to qualify as a RIC for such year. We will also fail to qualify as a RIC for a taxable year if we do not satisfy the Income Source Rule or Income Distribution Rule for such year. In the event we do not qualify as a RIC for any taxable year, we will be subject to federal tax with respect to all of our taxable income, whether or not distributed. In addition, all our distributions to shareholders in that situation generally will be taxable as ordinary dividends.

Although we generally intend to qualify as a RIC for each taxable year, under certain circumstances we may choose to take action with respect to one or more taxable years to ensure that we would be taxed under Subchapter C of the Code (rather than Subchapter M) for such year or years. We will choose to take such action only if we determine that the result of the action will benefit us and our shareholders.

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Prior to 1999, we were taxable under Subchapter C of the Code (a "C Corporation"). Under the Code, a C Corporation that elects to be treated as a RIC for federal tax purposes is taxable on the effective date of the election to the extent of any gain built into its assets ("C Corporation Assets") on such date ("Built-In Gain"). However, a C Corporation may elect alternatively to be taxable on such Built-In Gain as such gain is realized during the 10-year period beginning on the effective date of its RIC election (the "Inclusion Period"). We had Built-In Gains at the time of our qualification as a RIC and elected to be taxed on any Built-In Gain realized during the Inclusion Period. Prior to 1999, we carried forward ordinary and capital losses from our operations. After our election of RIC status, those losses remained available to be carried forward to subsequent taxable years. Recently issued Internal Revenue Service regulations confirm that such losses may be used to offset realized Built-In Gains and, to the extent so used, to eliminate C Corporation taxation of such gains. We have previously used loss carryforwards to offset Built-In Gains. As of January 1, 2006, the Company had utilized all of its remaining pre-1999 loss carryforwards and unrealized Built-In Gains.


Subsidiaries

Harris & Harris Enterprises, Inc. ("Enterprises"), is a 100 percent wholly owned subsidiary of the Company and is consolidated in our financial statements. Enterprises is a partner in Harris Partners I, L.P., and is taxed as a C Corporation. Harris Partners I, L.P., is a limited partnership. Currently, Harris Partners I, L.P., ownsowned our interest in AlphaSimplex Group, LLC.LLC, until AlphaSimplex was sold to Natixis Global Asset Management. We received our share of the proceeds on October 30, 2007. The partners of Harris Partners I, L.P., are Harris & Harris Enterprises, Inc. (sole general partner) and the Company (sole limited partner).


Available Information

Additional information about us, including our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, are available on our website at www.TinyTechVC.com. Information on our website is not part of this annual report on Form 10-K.

Employees

We currently employ directly ten13 full-time employees and one part-time employee.employees.

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ItemItem 1A. Risk Factors.

Investing in our common stock involves significant risks relating to our business and investment objective. You should carefully consider the risks and uncertainties described below before you purchase any of our common stock. These risks and uncertainties are not the only ones we face. Unknown additional risks and uncertainties, or ones that we currently consider immaterial, may also impair our business. If any of these risks or uncertainties materialize, our business, financial condition or results of operations could be materially adversely affected. In this event, the trading price of our common stock could decline, and you could lose all or part of your investment.

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Risks related to the companies in our portfolio.

A continuing lack of initial public offering opportunities may cause companies to stay in our portfolio longer, leading to lower returns, write-downs and write-offs.

Beginning in about 2001, many fewer venture capital-backed companies per annum have been able to complete initial public offerings (IPOs) than in the years of the previous decade.  Moreover, in 2006,2007, according to VentureSource, the venture capital-backed companies that completed IPOs had a median age of about eight8.3 years, which was older than the median age of venture capital-backed IPOs in any period since 2001-2002.  Now that some of our companies are becoming more mature, a continuing lack of IPO opportunities for venture capital-backed companies could lead to companies staying longer in our portfolio as private entities still requiring funding.  In the best case, such stagnation would dampen returns, and in the worst case, could lead to write-downs and write-offs as some companies ranrun short of cash and hadhave to accept lower valuations in private fundings or wereare not able to access additional capital at all.  A continuing lack of IPO opportunities for venture capital-backed companies is also causing some venture capital firms to change their strategies, which is causing some of them to reduce funding of their portfolio companies, making it more difficult for such companies to access capital and to fulfill their potential, leading in some cases to write-downs and write-offs of such companies by other venture capital firms, such as ourselves, who are co-investors in such companies.

Investing in small, private companies involves a high degree of risk and is highly speculative.

We have invested a substantial portion of our assets in privately held development stage or start-up companies, the securities of which are inherently illiquid. These businesses tend to lack management depth, to have limited or no history of operations and to have not attained profitability. Tiny technology companies are especially risky, involving scientific, technological and commercialization risks. Because of the speculative nature of these investments, these securities have a significantly greater risk of loss than traditional investment securities. Some of our venture capital investments are likely to be complete losses or unprofitable, and some will never realize their potential. We have been and will continue to be risk seeking rather than risk averse in our approach to venture capital and other investments. Neither our investments nor an investment in our common stock is intended to constitute a balanced investment program.
 
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We may invest in companies working with technologies or intellectual property that currently have few or no proven commercial applications.
 
Nanotechnology, in particular, is a developing area of technology, of which much of the future commercial value is unknown, difficult to estimate and subject to widely varying interpretations. There are as of yet relatively few nanotechnologynanotechnology-enabled products commercially available. The timing of additional future commercially available nanotechnology products is highly uncertain.

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Our portfolio companies may not successfully develop, manufacture or market their products.

The technology of our portfolio companies is new and in many cases unproven. Their potential products require significant and lengthy product development, manufacturing and marketing efforts. To date, many of our portfolio companies have not developed any commercially available products. In addition, our portfolio companies may not be able to manufacture successfully or to market their products in order to achieve commercial success. Further, the products may never gain commercial acceptance. If our portfolio companies are not able to develop, manufacture or market successful tiny technology-enabled products, they will be unable to generate product revenue or build sustainable or profitable businesses. Adverse conditions in the target markets of our portfolio companies may limit or prevent commercial success regardless of the contribution of tiny technology to these products.

Our portfolio companies working with tiny technology may be particularly susceptible to intellectual property litigation.

Research and commercialization efforts in tiny technology are being undertaken by a wide variety of government, academic and private corporate entities. As additional commercially viable applications of tiny technology emerge, ownership of intellectual property on which these products are based may be contested. From time to time, our portfolio companies are or have been involved in intellectual property disputes and litigation. Any litigation over the ownership of, or rights to, any of our portfolio companies’ technologies or products could have a material adverse effect on those companies’ values.

Unfavorable general economic conditions, as well as unfavorable conditions specific to the venture capital industry or a segment of portfolio companies, could result in the inability of our portfolio companies to access additional capital, leading to financial losses in our portfolio.

Most of the companies in which we have made or will make investments are susceptible to economic slowdowns or recessions. An economic slowdown or adverse capital or credit market conditions may affect the ability of a company in our portfolio to raise additional capital from venture capital or other sources or to engage in a liquidity event such as an initial public offering or merger. Certain types of portfolio companies, such as those engaged in solar, solid-state lighting and other alternative energy (cleantech) applications, which are currently in favor with the media and investors generally, may have a harder time accessing capital in the future if their industries subsequently fall out of fashion. Adverse economic, capital or credit market conditions may lead to financial losses in our portfolio.

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The value of our portfolio could be adversely affected if the technologies utilized by our portfolio companies are found, or even rumored or feared, to cause health or environmental risks,, or if legislation is passed that limits the commercialization of any of these technologies.

Our portfolio companies work with new technologies,Nanotechnology has received both positive and negative publicity and is the subject increasingly of public discussion and debate. For example, debate regarding the production of materials that could cause harm to the environment or the health of individuals could raise concerns in the public’s perception of nanotechnology, not all of which could have potential environmental and health impacts.might be rational or scientifically based. Tiny technology in general and nanotechnology in particular are currently the subject of health and environmental impact research. If health or environmental concerns about tiny technology or nanotechnology were to arise, whether or not they had any basis in fact, our portfolio companies might incur additional research, legal and regulatory expenses, and might have difficulty raising capital or marketing their products. Legislation could be passed that could circumscribe the commercialization of any of these technologies.

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Public perception(s) of ethical and social issues, including health and environment risks regarding nanotechnology, may limit or discourage the use of nanotechnology-enabled products, which could reduce our portfolio companies' revenues and harm our business.

Nanotechnology has received both positive and negative publicity and is the subject increasingly of public discussion and debate. Government authorities could, for social or other purposes, prohibit or regulate the use of nanotechnology. Ethical and emotional concerns about nanotechnologyLegislation could adversely affect acceptancebe passed that could circumscribe the commercialization of the potential productsany of ourthese technologies.

Our portfolio companies or lead to new government regulationmay generate revenues from the sale of nanotechnology-enablednon-tiny technology-enabled products. For example, debate regarding the production of materials that could cause harm to the environment or the health of individuals could raise concerns in the public’s perception of nanotechnology, not all of which might be rational or scientifically based.

We consider a company to be a tiny technology company if a product or products, or intellectual property covering a product or products, that we consider to be at the microscale or smaller is material to its business plan.  The core business of some of these companies may not be tiny technology-enabled products, and therefore their success or failure may not be dependent upon the tiny technology aspects of their business.  In addition to developing products that we consider tiny technology, some of these companies may also develop products that we do not consider enabled by tiny technology.  Some of these companies will generate revenues from the sale of non-tiny technology-enabled products.  Additionally, it is possible that a portfolio company may decide to change its business focus after our initial investment and decide to develop and commercialize non-tiny technology-enabled products.

Risks related to the illiquidity of our investments.

We invest in illiquid securities and may not be able to dispose of them when it is advantageous to do so, or ever. 

Most of our investments are or will be equity or equity-linked securities acquired directly from small companies. These equity securities are generally subject to restrictions on resale or otherwise have no established trading market. The illiquidity of most of our portfolio of equity securities may adversely affect our ability to dispose of these securities at times when it may be advantageous for us to liquidate these investments. We may never be able to dispose of these securities.

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Unfavorable economic conditions and regulatory changes could impair our ability to engage in liquidity events.

Our business of making private equity investments and positioning our portfolio companies for liquidity events might be adversely affected by current and future capital markets and economic conditions. The public equity markets currently provide less opportunity for liquidity events than at times in the past when there was more robust demand for initial public offerings, even for more mature technology companies than those in which we typically invest. The potential for public market liquidity could further decrease and could lead to an inability to realize potential gains or could lead to financial losses in our portfolio and a decrease in our revenues, net income and assets. Recent government reforms affecting publicly traded companies, stock markets, investment banks and securities research practices have made it more difficult for privately held companies to complete successful initial public offerings of their equity securities, and such reforms have increased the expense and legal exposure of being a public company. Slowdowns in initial public offerings may also be having an adverse effect on the frequency and prices of acquisitions of privately held companies. A lack of merger and/or acquisition opportunities for privately held companies also may be having an adverse effect on the ability of these companies to raise capital from private sources. Public equity market response to companies offering nanotechnology-enabled products is uncertain. An inability to engage in liquidity events could negatively affect our liquidity, our reinvestment rate in new and follow-on investments and the value of our portfolio.

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Even if some of our portfolio companies complete initial public offerings, the returns on our investments in those companies would be uncertain. 

When companies in which we have invested as private entities complete initial public offerings of their securities, these newly issued securities are by definition unseasoned issues. Unseasoned issues tend to be highly volatile and have uncertain liquidity, which may negatively affect their price. In addition, we are typically subject to lock-up provisions that prohibit us from selling our investments into the public market for specified periods of time after initial public offerings. The market price of securities that we hold may decline substantially before we are able to sell these securities. Most initial public offerings of technology companies in the United States are listed on the Nasdaq Global Market. Government reforms of the Nasdaq Global Market have made market-making by broker-dealers less profitable, which has caused broker-dealers to reduce their market-making activities, thereby making the market for unseasoned stocks less liquid than they might be otherwise.

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Risks related to our Company.

Because there is generally no established market in which to value our investments, our Valuation Committee’s value determinations may differ materially from the values that a ready market or third party would attribute to these investments.

There is generally no public market for the equity securities in which we invest. Pursuant to the requirements of the 1940 Act, we value all of the private equity securities in our portfolio at fair value as determined in good faith by a committee of independent members of our Board of Directors, which we call the Valuation Committee, pursuant to Valuation Procedures established by the Board of Directors. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment pursuant to specified valuation principles and processes. We are required by the 1940 Act to value specifically each individual investment on a quarterly basis and record unrealized depreciation for an investment that we believe has become impaired. Conversely, we must record unrealized appreciation if we believe that our securities have appreciated in value. Our valuations, although stated as a precise number, are necessarily within a range of values that vary depending on the significance attributed to the various factors being considered.

We use the Black-Scholes option pricing model to determine the fair value of warrants held in our portfolio. Option pricing models, including the Black-Scholes model, require the use of subjective input assumptions, including expected volatility, expected life, expected dividend rate, and expected risk-free rate of return. In the Black-Scholes model, variations in the expected volatility or expected term assumptions have a significant impact on fair value. Because the securities underlying the warrants in our portfolio are not publicly traded, many of the required input assumptions are more difficult to estimate than they would be if a public market for the underlying securities existed.
Without a readily ascertainable market value and because of the inherent uncertainty of valuation, the fair value that we assign to our investments may differ from the values that would have been used had an efficient market existed for the investments, and the difference could be material. Any changes in fair value are recorded in our consolidated statements of operations as a change in the "Net (decrease) increase in unrealized appreciation on investments." See "Determination of Net Asset Value."

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In the venture capital industry, even when a portfolio of early-stage, high-technology venture capital investments proves to be profitable over the portfolio's lifetime, it is common for the portfolio's value to undergo a so-called "J-curve" valuation pattern. This means that when reflected on a graph, the portfolio’s valuation would appear in the shape of the letter "J," declining from the initial valuation prior to increasing in valuation. This J-curve valuation pattern results from write-downs and write-offs of portfolio investments that appear to be unsuccessful, prior to write-ups for portfolio investments that prove to be successful. Because early-stage companies typically have negative cash flow and are by their nature inherently fragile, a valuation process can more readily substantiate a loss of value than an increase in value, absent a substantial investment at a higher valuation by a third-party, knowledgeable, non-strategic investor.value. Even if our venture capital investments prove to be profitable in the long run, such J-curve valuation patterns could have a significant adverse effect on our net asset value per share and the value of our common stock in the interim. Over time, as we continue to make additional tiny technology investments, this J-curve pattern may be less relevant for our portfolio as a whole, because the individual J-curves for each investment, or series of investments, may overlap with previous investments at different stages of their J-curves.

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Changes in valuations of our privately held, early stage companies tend to be more volatile than changes in prices of publicly traded securities.

Investments in privately held, early stage companies are inherently more volatile than investments in more mature businesses. Such immature businesses are inherently fragile and easily affected by both internal and external forces. Our investee companies can lose much or all of their value suddenly in response to an internal or external adverse event. Conversely, these immature businesses can gain suddenly in value in response to an internal or external positive development. Moreover, because our ownership interests in such investments are valued only at quarterly intervals by our Valuation Committee, a committee made up of all of our independent members of our Board of Directors, changes in valuations from one valuation point to another tend to be larger than changes in valuations of marketable securities which are revalued in the marketplace much more frequently, in some highly liquid cases, virtually continuously.

We expect to continue to experience material write-downs of securities of portfolio companies.

Write-downs of securities of our privately held companies have always been a by-product and risk of our business. We expect to continue to experience material write-downs of securities of privately held portfolio companies. Write-downs of such companies occur at all stages of their development. Such write-downs may increase in dollar terms, frequency and as a percentage of our net asset value as our dollar investment activity in privately held companies continues to increase, and the number of such holdings in our portfolio continues to grow. Because the average size of each of our investments in tiny technology has increased from year to year and continues to increase, the average size of our write-downs will probably also increase.

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Because we aredo not choose investments based on a non-diversified company with a relatively concentrated portfolio,strategy of diversification, the value of our business is subject to greater volatility than the value of companies with more broadly diversified investments.
 
AsWe do not choose investments based on a resultstrategy of our assets being invested in the securities of a small number of issuers,diversification. Therefore, we are classified as a non-diversified company. We may be more vulnerable to events affecting a single issuersector or industry and therefore subject to greater volatility than a company whose investments are more broadly diversified.that follows a diversification strategy. Accordingly, an investment in our common stock may present greater risk to you than an investment in a diversified company.

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We are dependent upon key management personnel for future success, and may not be able to retain them.

We are dependent upon the diligence and skill of our senior management and other key advisers for the selection, structuring, closing and monitoring of our investments. We utilize lawyers, and we utilize outside consultants, including twoone of our directors, Dr. Kelly S. Kirkpatrick and Lori D. Pressman, to assist us in conducting due diligence when evaluating potential investments. There is generally no publicly available information about the companies in which we invest, and we rely significantly on the diligence of our employees and advisers to obtain information in connec-tionconnection with our investment decisions. Our future success to a significant extent depends on the continued service and coordination of our senior management team, and particularly on Charles E. Harris, our Chairman, and Chief Executive Officer Charles E. Harris,and a Managing Director, who will be subject to mandatory retirement pursuant to the Company's mandatory retirement policy for senior executives on December 31, 2008; on Douglas W. Jamison, our President, Chief Operating Officer and Chief Financial Officer, Douglas W. Jamison,a Managing Director, who has been designated by our Board of Directors as the successor to Mr. Harris in his positions of Chairman and Chief Executive Officer as of January 1, 2009 upon his retirement; on Daniel B. Wolfe, our Chief Financial Officer and a Managing Director; on Alexei A. Andreev and Michael A. Janse, each an Executive Vice President and Managing Director; and on Sandra M. Forman, our General Counsel, Chief Compliance Officer and Director of Human Resources, Sandra M. Forman.Resources. The departure of any of our executive officers, key employees or advisers could materially adversely affect our ability to implement our business strategy. We do not maintain for our benefit any key mankey-man life insurance on any of our officers or employees.

We will need to hire additional employees as the size of our portfolio increases.

We anticipate that it will be necessary for us to add investment professionals with expertise in venture capital and/or tiny technology and administrative and support staff to accommodate the increasing size of our portfolio. We may need to provide additional scientific, business, accounting, legal or investment training for our hires. There is competition for highly qualified personnel. We may not be successful in our efforts to recruit and retain highly qualified personnel because the expenses that we incur as a heavily regulated, publicly held company preclude our paying as high a percentage of our total expenses in cash compensation for employees as the private partnerships with which we compete. Although we have the advantage of offering equity incentive compensation, unlike those private partnerships, we cannot permit co-investment in our investments by our employees, and we cannot give our employees 20 percent or higher carried interests in our investments as incentive compensation taxable as long-term capital gains.
 

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The market for venture capital investments, including tiny technology investments, is highly competitive.

We face substantial competition in our investing activities from many competitors, including but not limited to: private venture capital funds; investment affiliates of large industrial, technology, service and financial companies; small business investment companies; hedge funds; wealthy individuals; and foreign investors. Our most significant competitors typically have significantly greater financial resources than we do. Greater financial resources are particularly advantageous in securing lead investor roles in venture capital syndicates. Lead investors typically negotiate the terms and conditions of such financings. Many sources of funding compete for a small number of attractive investment opportunities. Hence, we face substantial competition in sourcing good investment opportunities on terms of investment that are commercially attractive.

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In addition to the difficulty of finding attractive investment opportunities, our status as a regulated business development company may hinder our ability to participate in investment opportunities or to protect the value of existing investments.

We are required to disclose on a quarterly basis the names and business descriptions of our portfolio companies and the type and value of our portfolio securities. Most of our competitors are not subject to these disclosure requirements. Our obligation to disclose this information could hinder our ability to invest in some portfolio companies. Additionally, other current and future regulations may make us less attractive as a potential investor than a competitor not subject to the same regulations.

Our failure to make follow-on investments in our portfolio companies could impair the value of our portfolio.

Following an initial investment in a portfolio company, we may make additional investments in that portfolio company as "follow-on" investments, in order to: (1) increase or maintain in whole or in part our ownership percentage; (2) exercise warrants, options or convertible securities that were acquired in the original or subsequent financing; or (3) attempt to preserve or enhance the value of our investment. "Pay-to-play" provisions have become common in venture capital transactions. These provisions require proportionate investment in subsequent rounds of financing in order to preserve preferred rights such as anti-dilution protection or even to prevent preferred shares from being converted to common shares.

We may elect not to make follow-on investments or lack sufficient funds to make such investments. We have the discretion to make any follow-on investments, subject to the availability of capital resources. The failure to make a follow-on investment may, in some circumstances, jeopardize the continued viability of a portfolio company and our initial investment, or may result in a missed opportunity for us to increase our participation in a successful operation, or may cause us to lose some or all preferred rights or even substantially all of our equity ownership in it, pursuant to "pay-to-play" provisions.provisions that have become common in venture capital transactions. These provisions require proportionate investment in subsequent rounds of financing in order to preserve preferred rights such as anti-dilution protection, liquidation preferences and preemptive rights to invest in future rounds of financing. Even if we have sufficient capital to make a desired follow-on investment, we may elect not to make a follow-on investment because we may not want to increase our concentration of risk, because we prefer other opportunities or because we are inhibited by compliance with business development company requirements or the desire to maintain our tax status.

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Bank borrowing or the issuance of debt securities or preferred stock by us, to fund investments in portfolio companies or to fund our operating expenses, would make our total return to common shareholders more volatile.
 
Use of debt or preferred stock as a source of capital entails two primary risks. The first is the risk of leverage, which is the use of debt to increase the pool of capital available for investment purposes. The use of debt leverages our available common equity capital, magnifying the impact on net asset value of changes in the value of our investment portfolio. For example, a business development company that uses 33 percent leverage (that is, $50 of leverage per $100 of common equity) will show a 1.5 percent increase or decline in net asset value for each 1 percent increase or decline in the value of its total assets. The second risk is that the cost of debt or preferred stock financing may exceed the return on the assets the proceeds are used to acquire, thereby diminishing rather than enhancing the return to common shareholders. If we issue preferred shares or debt, the common shareholders would bear the cost of this leverage. To the extent that we utilize debt or preferred stock financing for any purpose, these two risks would likely make our total return to common shareholders more volatile. In addition, we might be required to sell investments, in order to meet dividend, interest or principal payments, when it might be disadvantageous for us to do so.

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As provided in the 1940 Act and subject to some exceptions, we can issue debt or preferred stock so long as our total assets immediately after the issuance, less some ordinary course liabilities, exceed 200 percent of the sum of the debt and any preferred stock outstanding. The debt or preferred stock may be convertible in accordance with SEC guidelines, which might permit us to obtain leverage at more attractive rates. The requirement under the 1940 Act to pay, in full, dividends on preferred shares or interest on debt before any dividends may be paid on our common stock means that dividends on our common stock from earnings may be reduced or eliminated. An inability to pay dividends on our common stock could conceivably result in our ceasing to qualify as a regulated investment company, or RIC, under the Code, which would in most circumstances be materially adverse to the holders of our common stock. As of the date hereof, we do not have any debt or preferred stock outstanding.

We are authorized to issue preferred stock, which would convey special rights and privileges to its owners senior to those of common stock shareholders.

We are currently authorized to issue up to 2,000,000 shares of preferred stock, under terms and conditions determined by our Board of Directors. These shares would have a preference over our common stock with respect to dividends and liquidation. The statutory class voting rights of any preferred shares we would issue could make it more difficult for us to take some actions that might, in the future, be proposed by the Board and/or holders of common stock, such as a merger, exchange of securities, liquidation or alteration of the rights of a class of our securities, if these actions were perceived by the holders of the preferred shares as not in their best interests. The issuance of preferred shares convertible into shares of common stock might also reduce the net income and net asset value per share of our common stock upon conversion.

22

Loss of status as a RIC would reduce our net asset value and distributable income.

We currently intend to qualify as a RIC for 20062007 under the Code. As a RIC, we do not have to pay federal income taxes on our income (including realized gains) that is distributed to our shareholders. Accordingly, we are not permitted under accounting rules to establish reserves for taxes on our unrealized capital gains. If we failed to qualify for RIC status in 20062007 or beyond, to the extent that we had unrealized gains, we would have to establish reserves for taxes, which would reduce our net asset value, accordingly. In addition, if we, as a RIC, were to decide to make a deemed distribution of net realized capital gains and retain the net realized capital gains, we would have to establish appropriate reserves for taxes that we would have to pay on behalf of shareholders. It is possible that establishing reserves for taxes could have a material adverse effect on the value of our common stock. See "Taxation."

23
We operate in a heavily regulated environment, and changes to, or non-compliance with, regulations and laws could harm our business.

We are subject to substantive SEC regulations as a business development company. Securities and tax laws and regulations governing our activities may change in ways adverse to our and our shareholders’ interests, and interpretations of these laws and regulations may change with unpredictable consequences. Any change in the laws or regulations that govern our business could have an adverse impact on us or on our operations. Changing laws, regulations and standards relating to corporate governance, valuation and public disclosure, including the Sarbanes-Oxley Act of 2002, new SEC regulations, new federal accounting standards and Nasdaq Global Market rules, are creating additional expense and uncertainty for publicly held companies in general, and for business development companies in particular. These new or changed laws, regulations and standards are subject to varying interpretations in many cases because of their lack of specificity, and as a result, their application in practice may evolve over time, which may well result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices.

We are committed to maintaining high standards of corporate governance and public disclosure. As a result, our efforts to comply with evolving laws, regulations and standards have and will continue to result in increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities. In particular, our efforts to comply with Section 404 of the Sarbanes-Oxley Act of 2002 and the related regulations regarding our required assessment of our internal controls over financial reporting and our external auditors' audit of that assessment has required the commitment of significant financial and managerial resources.

Moreover, even though business development companies are not mutual funds, they must comply with several of the regulations applicable to mutual funds, such as the requirement for the implementation of a comprehensive compliance program and the appointment of a Chief Compliance Officer. Further, our Board members, Chief Executive Officer and Chief Financial Officer could face an increased risk of personal liability in connection with the performance of their duties. As a result, we may have difficulty attracting and retaining qualified board members and executive officers, which could harm our business, and we have significantly increased both our coverage under, and the related expense for, directors' and officers' liability insurance. If our efforts to comply with new or changed laws, regulations and standards differ from the activities intended by regulatory or governing bodies, our reputation may be harmed. Also, as business and financial practices continue to evolve, they may render the regulations under which we operate less appropriate and more burdensome than they were when originally imposed. This increased regulatory burden is causing us to incur significant additional expenses and is time consuming for our management, which could have a material adverse effect on our financial performance.

2324


 
Market prices of our common stock will continue to be volatile.

We expect that the market price of our common stock price will continue to be volatile. The price of the common stock may be higher or lower than the price you pay for your shares, depending on many factors, some of which are beyond our control and may not be directly related to our operating performance. These factors include the following:

stock market and capital markets conditions;

internal developments in our Company with respect to our personnel, financial  condition and compliance with all applicable regulations;

announcements regarding any of our portfolio companies;

announcements regarding developments in the nanotechnology field in general;

environmental and health concerns regarding nanotechnology, whether real or  perceptual;

announcements regarding government funding and initiatives related to the  development of nanotechnology;

general economic conditions and trends; and/or

departures of key personnel.

We will not have control over many of these factors, but expect that our stock price may be influenced by them. As a result, our stock price may be volatile, and you may lose all or part of your investment.

Quarterly results fluctuate and are not indicative of future quarterly performance.

Our quarterly operating results fluctuate as a result of a number of factors. These factors include, among others, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which we and our portfolio companies encounter competition in our markets and general economic and capital markets conditions. As a result of these factors, results for any one quarter should not be relied upon as being indicative of performance in future quarters.

24



To the extent that we do not realize income or choose not to retain after-tax realized capital gains, we will have a greater need for additional capital to fund our investments and operating expenses.

As a RIC, we must annually distribute at least 90 percent of our investment company taxable income as a dividend and may either distribute or retain our realized net capital gains from investments. As a result, these earnings may not be available to fund investments. If we fail to generate net realized capital gains or to obtain funds from outside sources, it would have a material adverse effect on our financial condition and results of operations as well as our ability to make follow-on and new investments. Because of the structure and objectives of our business, we generally expect to experience net operating losses and rely on proceeds from sales of investments, rather than on investment income, to defray a significant portion of our operating expenses. These sales are unpredictable and may not occur. In addition, as a business development company, we are generally required to maintain a ratio of at least 200 percent of total assets to total borrowings and preferred stock, which may restrict our ability to borrow to fund these requirements. Lack of capital could curtail our investment activities or impair our working capital.
25
 
Investment in foreign securities could result in additional risks.

We may invest in foreign securities, and we currently have one investment in a foreign security. When we invest in securities of foreign issuers, we may be subject to risks not usually associated with owning securities of U.S. issuers. These risks can include fluctuations in foreign currencies, foreign currency exchange controls, social, political and economic instability, differences in securities regulation and trading, expropriation or nationalization of assets and foreign taxation issues. In addition, changes in government administrations or economic or monetary policies in the United States or abroad could result in appreciation or depreciation of our securities and could favorably or unfavorably affect our operations. It may also be more difficult to obtain and enforce a judgment against a foreign issuer. Any foreign investments made by us must be made in compliance with U.S. and foreign currency restrictions and tax laws restricting the amounts and types of foreign investments.

Although most of our investments are denominated in U.S. dollars, our investments that are denominated in a foreign currency are subject to the risk that the value of a particular currency may change in relation to the U.S. dollar, in which currency we maintain financial statements and valuations. Among the factors that may affect currency values are trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation and political developments.


25


Investing in our stock is highly speculative and an investor could lose some or all of the amount invested.

Our investment objective and strategies result in a high degree of risk in our investments and may result in losses in the value of our investment portfolio. Our investments in portfolio companies are highly speculative and, therefore, an investor in our common stock may lose his or her entire investment. The value of our common stock may decline and may be affected by numerous market conditions, which could result in the loss of some or all of the amount invested in our common stock. The securities markets frequently experience extreme price and volume fluctuations that affect market prices for securities of companies in general, and technology and very small capitalization companies in particular. Because of our focus on the technology and very small capitalization sectors, and because we are a very small capitalization company ourselves, our stock price is especially likely to be affected by these market conditions. General economic conditions, and general conditions in tiny technology in general and nanotechnology in particular and in the semi-conductor and information technology, life sciences, materials science and other high technology industries, may also affect the price of our common stock.

26
Our shares might trade at discounts from net asset value or at premiums that are unsustainable over the long term.

Shares of business development companies like us may, during some periods, trade at prices higher than their net asset value and during other periods, as frequently occurs with closed-end investment companies, trade at prices lower than their net asset value. The possibility that our shares will trade at discounts from net asset value or at premiums that are unsustainable over the long term are risks separate and distinct from the risk that our net asset value per share will decrease. The risk of purchasing shares of a business development company that might trade at a discount or unsustainable premium is more pronounced for investors who wish to sell their shares in a relatively short period of time because, for those investors, realization of a gain or loss on their investments is likely to be more dependent upon changes in premium or discount levels than upon increases or decreases in net asset value per share. Our common stock may not trade at a price higher than or equal to net asset value per share. On December 31, 2006,2007, our stock closed at $12.09$8.79 per share, a premium of $6.67$2.86 over our net asset value per share of $5.42$5.93 as of December 31, 2006.2007.

The Board of Directors intends to grant stock options to our employees pursuant to the Company's Equity Incentive Plan. When exercised, these options may have a dilutive effect on existing shareholders.

In accordance with the Company’s Equity Incentive Plan, the Company’s Compensation Committee may grant options from time to time for up to 20 percent of the total shares of stock issued and outstanding. When options are exercised, net asset value per share will decrease if the net asset value per share at the time of exercise is higher than the exercise price. Alternatively, net asset value per share will increase if the net asset value per share at the time of exercise is lower than the exercise price. Therefore, existing shareholders will be diluted if the net asset value per share at the time of exercise is higher than the exercise price of the options. Even though issuance of shares pursuant to exercises of options increases the Company's capital, and regardless of whether such issuance results in increases or decreases in net asset value per share, such issuance results in existing shareholders owning a smaller percentage of the shares outstanding.

You have no right to require us to repurchase your shares.

You do not have the right to require us to repurchase your shares of common stock.


Item 1B.  Unresolved Staff CommentsComments.

None.


2627


Item 2.  PropertiesProperties.

The Company maintains its offices at 111 West 57th Street, New York, New York 10019, where it leases approximately 3,540 square feet of office space pursuant to lease agreements expiring in 2010. (See "Note 89 of Notes to Consolidated Financial Statements and Schedules"Statements" contained in Item"Item 8. "ConsolidatedConsolidated Financial Statements and Supplementary Data.")


Item 3. Legal ProceedingsProceedings.

The Company is not a party to any legal proceedings.


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

None.
28
PART II
Item 5.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information

Our common stock is traded on the Nasdaq Global Market under the symbol "TINY." The following table sets forth the range of the high and low sales price of the Company's shares during each quarter of the last two fiscal years, as reported by Nasdaq Global Market. The quarterly stock prices quoted represent interdealer quotations and do not include markups, markdowns or commissions.
2007 Quarter Ending
 
Low
 
High
 
      
March 31 $11.00 $13.58 
June 30 $11.01 $14.32 
September 30 $9.51 $11.79 
December 31 $8.00 $11.10 
2006 Quarter Ending
 
Low
 
 High
 
        
March 31 $12.75 $16.10 
June 30 $9.57 $14.26 
September 30 $9.38 $12.99 
December 31 $11.80 $15.16 

Shareholders

As of March 12, 2008, there were approximately 134 holders of record of the Company's common stock which, the Company has been informed, hold the Company's common stock for approximately 20,971 beneficial owners.

Dividends

We did not pay a cash dividend or declare a deemed dividend for 2007 or 2006. For more information about deemed dividends, please refer to the discussion under “Subchapter M Status.”

2729

PART IISecurities Authorized for Issuance Under Equity Compensation Plans

EQUITY COMPENSATION PLAN INFORMATION
As of December 31, 2007

  
Number of securities
to be issued upon
exercise of out-
standing options,
warrants and rights
 
Weighted-average
exercise price of
 outstanding options,
 warrants and rights
 
Number of securities
remaining available for
future issuance under
 equity compensation
 plans (excluding
 securities reflected in
 Column (a))
 
        
Plan category
  
(a)
  
(b)
  
(c)
 
           
Equity compensation plans approved by security holders  3,967,744 $10.54  
(1)
 
           
Equity compensation plans not approved by security holders          
           
TOTAL  3,967,744 $10.54  
(1)
 

Item 5.Market(1) A maximum of twenty percent (20%) of our total shares of our common stock issued and outstanding, calculated on a fully diluted basis, will be available for Registrant's Common Equity, Related Stockholder awards under the plan, subject to adjustment as described below. Shares issued under the plan may be authorized but unissued shares or treasury shares. If any shares subject to an award granted under the plan are forfeited, cancelled, exchanged or surrendered, or if an award terminates or expires without a distribution of shares, or if shares of stock are surrendered or withheld as payment of either the exercise price of an award and/or withholding taxes in respect of an award, those shares will again be available for awards under the plan.
Matters and Issuer PurchasesRecent Sales of EquityUnregistered Securities

The Company did not sell any equity securities during 2007 that were not registered under the Securities Act of 1933.
Performance Graph

The graph below matches the cumulative five-year total return of holders of the Company's common stock with the cumulative total returns of the Nasdaq Composite index and the Nasdaq Financial index. The graph assumes that the value of the investment in the Company's common stock and in each of the indexes (including reinvestment of dividends) was $100 on December 31, 2002 and tracks it through December 31, 2007.
30


12/02
12/03
12/04
12/05
12/06
12/07
Harris & Harris Group, Inc.
100.00
468.70
665.85
565.04
491.46
357.32
NASDAQ Composite
100.00
149.75
164.64
168.60
187.83
205.22
NASDAQ Financial
100.00
133.86
149.89
156.52
178.54
157.20
The stock price performance included in this graph is not necessarily indicative of future stock price performance.

Source: Research Data Group, Inc.
Stock Transfer Agent

American Stock Transfer & Trust Company, 59 Maiden Lane, New York, New York 10038 (Telephone 800-937-5449, Attention: Mr. Joe Wolf) serves as transfer agent for our common stock. Certificates to be transferred should be mailed directly to the transfer agent, preferably by registered mail.


Market Prices

Our common stock is traded on the Nasdaq Global Market under the symbol "TINY." The following table sets forth the range of the high and low selling price of the Company's shares during each quarter of the last two years, as reported by Nasdaq Global Market. The quarterly stock prices quoted represent interdealer quotations and do not include markups, markdowns or commissions.


2006 Quarter Ending
 
Low
 
High
 
      
March 31 $12.75 $16.10 
June 30 $9.57 $14.26 
September 30 $9.38 $12.99 
December 31 $11.80 $15.16 
        
        
2005 Quarter Ending
  
Low
  
High
 
        
March 31 $11.30 $16.80 
June 30 $10.01 $13.38 
September 30 $10.70 $13.85 
December 31 $10.15 $14.95 


Dividends

We did not pay a cash dividend or declare a deemed dividend for 2006. On December 20, 2005, we declared a deemed dividend of $1.11805631 per share for 2005 for a total of $23,206,763, and in January 2006, we paid federal income taxes on behalf of shareholders of $0.39131971 per share for a total of $8,122,367. We paid the tax at the corporate rate on the distribution, and shareholders received tax credits equal to their proportionate share of the tax paid.

28

Recent Sales of Unregistered Securities

The Company did not sell any equity securities during 2006 that were not registered under the Securities Act of 1933.


Shareholders

As of March 14, 2007, there were approximately 131 holders of record of the Company's common stock which, the Company has been informed, hold the Company's common stock for approximately 18,000 beneficial owners.


Securities Authorized for Issuance Under Equity Compensation Plans


EQUITY COMPENSATION PLAN INFORMATION
As of December 31 2006

  
Number of securities to be issued upon exercise of outstanding options, warrants and rights
 
Weighted average exercise price of outstanding options, warrants and rights
 
Number of securities remaining available for future issuance
 
        
Plan category (a) (b) (c) 
 
Equity compensation plans approved by security holders
  3,699,611 $10.11  192,986 
 
Equity compensation plans not approved by security holders
          
 
TOTAL
  3,699,611 $10.11  192,986 


Performance Graph

The graph below matches the cumulative five-year total return of holders of Harris & Harris Group, Inc.'s common stock with the cumulative total returns of the Nasdaq Composite index and the Nasdaq Financial index. The graph assumes that the value of the investment in the Company's common stock and in each of the indexes (including reinvestment of dividends) was $100 on December 31, 2001 and tracks it through December 31, 2006.


29




12/01
12/02
12/03
12/04
12/05
12/06
Harris & Harris Group, Inc.
100.00
135.56
635.37
902.64
765.97
666.23
Nasdaq Composite
100.00
69.66
99.71
113.79
114.47
124.20
Nasdaq Financial
100.00
98.84
130.51
148.01
156.43
181.94


The stock price performance included in this graph is not necessarily indicative of future stock price performance.



30

Item 6.         Selected Financial DataData.

The information below was derived from the audited Consolidated Financial Statements included in this report and in previous annual reports filed with the SEC. This information should be read in conjunction with those Consolidated Financial Statements and Supplementary Data and the notes thereto. These historical results are not necessarily indicative of the results to be expected in the future.

Financial Position as of December 31:


 
2006
 
2005
 
2004
 
2003
 
2002
  
2007
 
2006
 
2005
 
2004
 
2003
 
                      
Total assets $118,328,590 $132,938,120 $79,361,451 $44,115,128 $35,951,969  $142,893,332 $118,328,590 $132,938,120 $79,361,451 $44,115,128 
                            
Total liabilities $4,398,287 $14,950,378 $4,616,652 $3,432,390 $8,695,923  $4,529,988 $4,398,287 $14,950,378 $4,616,652 $3,432,390 
                            
Net assets $113,930,303 $117,987,742 $74,744,799 $40,682,738 $27,256,046  $138,363,344 $113,930,303 $117,987,742 $74,744,799 $40,682,738 
                            
Net asset value per outstanding share $5.42 $5.68 $4.33 $2.95 $2.37  $5.93 $5.42 $5.68 $4.33 $2.95 
                            
Cash dividends paid $0.00 $0.00 $0.00 $0.00 $0.00  $0.00 $0.00 $0.00 $0.00 $0.00 
                            
Cash dividends paid per outstanding share $0.00 $0.00 $0.00 $0.00 $0.00  $0.00 $0.00 $0.00 $0.00 $0.00 
                            
Shares outstanding, end of year  21,015,017 20,756,345 17,248,845 13,798,845 11,498,845   23,314,573  21,015,017  20,756,345  17,248,845  13,798,845 




Operating Data for year endedYear Ended December 31:
 
  
2006
 
2005
 
2004
 
2003
 
2002
 
            
Total investment income $3,028,761 $1,540,862 $637,562 $167,785 $253,461 
                 
Total expenses1
 $10,641,696 $7,006,623 $4,046,341 $2,731,527 $2,124,549 
                 
Net operating (loss) income $(7,612,935)$(5,465,761)$(3,408,779)$(2,563,742)$(1,871,088)
                 
Total tax (benefit) expense2
 $(227,355)$8,288,778 $650,617 $13,761 $199,309 
                 
Net realized income (loss) from                
investments $258,693 $14,208,789 $858,503 $(984,925)$2,390,302 
                 
Net (increase) decrease in unrealized                
depreciation on investments $(4,418,870)$(2,026,652)$484,162 $343,397 $(3,241,408)
                 
Net (decrease) increase in net assets                
resulting from operations $(11,773,112)$6,716,376 $(2,066,114)$(3,205,270)$(2,722,194)
                 
(Decrease) increase in net assets                
resulting from operations per                
average outstanding share $(0.57)$0.36 $(0.13)$(0.28)$(0.27)

  
2007
 
2006
 
2005
 
2004
 
2003
 
            
Total investment income $2,705,636 $3,028,761 $1,540,862 $637,562 $167,785 
                 
Total expenses1
 $14,533,179 $10,641,696 $7,006,623 $4,046,341 $2,731,527 
                 
Net operating (loss) income $(11,827,543)$(7,612,935)$(5,465,761)$(3,408,779)$(2,563,742)
                 
Total tax (benefit) expense2
 $87,975 $(227,355)$8,288,778 $650,617 $13,761 
                 
Net realized income (loss) from investments $30,162 $258,693 $14,208,789 $858,503 $(984,925)
                 
Net decrease (increase) in unrealized depreciation on investments $5,080,936 $(4,418,870)$(2,026,652)$484,162 $343,397 
                 
Net (decrease) increase in net assets resulting from operations $(6,716,445)$(11,773,112)$6,716,376 $(2,066,114)$(3,205,270)
                 
(Decrease) increase in net assets resulting from operations per average outstanding share $(0.30)$(0.57)$0.36 $(0.13)$(0.28)


1Included in total expenses are the following profit-sharing expenses/(reversals): $50,875 in 2006; $1,796,264 in 2005; $311,594 in 2004; and ($163,049) in 2002. Also included in total expenses is non-cash, stock-based, compensation expense of $8,050,807 in 2007 and $5,038,956 in 2006. Also included in total expenses are the following profit-sharing expenses: $0 in 2007; $50,875 in 2006; $1,796,264 in 2005; and $311,594 in 2004. There was no stock-based compensation expense in 2005, 2004, 2003 or 2002.2003.

2Included in total tax expense are the following taxes paid by the Company on behalf of shareholders: $0 in each of 2007 and 2006; $8,122,367 in 2005; $0 in each of 2004 2003, and 2002.2003.

3132

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

The information contained in this section should be read in conjunction with the Company's 20062007 Consolidated Financial Statements and notes thereto.


Forward-Looking Statements

The information contained herein contains certain forward-looking statements. These statements include the plansmay contain "forward-looking statements" based on our current expectations, assumptions and objectives of management for future operationsestimates about us and financial objectives, portfolio growth and availability of funds.our industry. These forward-looking statements involve risks and uncertainties. Words such as "believe," "anticipate," "estimate," "expect," "intend," "plan," "will," "may," "might," "could," "continue" and other similar expressions identify forward-looking statements. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are subject to the inherent uncertainties in predicting future results and conditions. Certain factors that could causeforward-looking statements. Our actual results and conditions tocould differ materially from those projectedanticipated in these forward-looking statements are set forth herein. Other factors that could cause actual results to differ materially include the uncertainties of economic, competitive and market conditions, and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that the assumptions underlying the forward-looking statements included herein are reasonable, anyas a result of several factors more fully described in "Risk Factors" and elsewhere in this Form 10-K. The forward-looking statements made in this Form 10-K relate only to events as of the assumptions could be inaccurate and, therefore, there can bedate on which the statements are made. We undertake no assurance that theobligation to update publicly any forward-looking statements includedfor any reason, even if new information becomes available or incorporated by reference herein will prove to be accurate. Therefore,other events occur in the inclusion of such information should not be regarded as a representation by us or any other person that our plans will be achieved.future.


Background and Overview

We incorporated under the laws of the state of New York in August 1981. In 1983, we completed an initial public offering and invested $406,936 in Otisville BioTech, Inc., which also completed an initial public offering later that year. In 1984, Charles E. Harris purchased a controlling interest in us which also made him the control person of Otisville. We then divested our other assets and became a financial services company, with the investment in Otisville as the initial focus of our business activity.

In 1992, we registered as an investment company under the 1940 Act, commencing operations as a closed-end, non-diversified investment company. In 1995, we elected to become a business development company subject to the provisions of Sections 55 through 65 of the 1940 Act.

Throughout our corporate history, we have made early stage venture capital investments in a variety of industries. We define venture capital investments as investments in start-up firms and small businesses with exceptional growth potential. We have invested a substantial portion of our assets in venture capital investments of private, development stage or start-up companies. These private businesses tend to be thinly capitalized, unproven, small companies that lack management depth, have little or no history of operations and are developing unproven technologies. At December 31, 2007, $78,110,384, or 56.5 percent, of our net assets at fair value consisted of private venture capital investments, net of unrealized depreciation of $4,567,144. At December 31, 2006, $53,667,831, or 47.1 percent, of our net assets at fair value consisted of private venture capital investments, net of unrealized depreciation of $8,450,969. At December 31, 2005, $33,187,333, or 28.1 percent, of our net assets at fair value consisted of private venture capital investments, net of unrealized depreciation of $4,519,009.

3233



Since our investment in Otisville in 1983 through December 31, 2006,2007, we have made a total of 7380 venture capital investments, including four private placement investments in securities of publicly traded companies. We have sold 4445 of these 7380 investments, realizing total proceeds of $143,614,382$143,737,906 on our invested capital of $51,229,202. As measured from first dollar in to last dollar out, the average and median holding periods for these 4445 investments were 3.633.69 years and 3.193.11 years, respectively. As measured by the 149150 separate rounds of investment within these 4445 investments, the average and median holding periods for the 149150 separate rounds of investment were 2.842.87 years and 2.442.49 years, respectively.

In 1994, we made our first tiny technology investment. From August 2001 through December 31, 2006,2007, all 3138 of our initial investments have been in tiny technology. From August 2001 through December 31, 2006,2007, we have invested a total (before any subsequent write-ups, write-downs or dispositions) of $66,040,089$86,635,250 in tiny technology.

We currently have 30 active tiny technology companies in our portfolio, including one tiny technology investment made prior to 2001. At December 31, 2007, from first dollar in, the average and median holding periods for these 30 active tiny technology investments were 3.01 years and 2.82 years, respectively.

34
 
The following is a summary of our initial and follow-on investments in tiny technology from 2001 to the present. We consider a "round led" to be a round where we were the new investor or the leader of a set of new investors in an investee company. Typically, but not always, the lead investor negotiates the price and terms of a deal with the investee company.

33


 
2001
2002
2003
2004
2005
2006
 
2001
 
2002
 
2003
 
2004
 
2005
 
2006
 
2007
 
                
Total Incremental Investments$489,999$6,240,118$3,812,600$14,837,846$16,251,339$24,408,187 $489,999 $6,240,118 $3,812,600 $14,837,846 $16,251,339 $24,408,187 $20,595,161 
                 
No. of New Investments175846  1 7 5 8 4 6 7 
                 
No. of Follow-On Investment Rounds015211314  
0
 
1
 
5
 
21
 
13
 
14
 
20
 
                 
No. of Rounds Led010207  
0
 
1
 
0
 
2
 
0
 
7
 
3
 
                 
Average Dollar Amount - Initial$489,999$784,303$437,156$911,625$1,575,000$2,383,424
Average Dollar Amount – Initial
 $489,999 $784,303 $437,156 $911,625 $1,575,000 $2,383,424 $1,086,441 
                 
Average Dollar Amount - Follow-OnN/A$750,000$325,364$359,278$765,488$721,974
Average Dollar Amount – Follow- On  
N/A
 
$
750,000
 
$
325,364
 
$
359,278
 
$
765,488
 
$
721,974
 
$
649,504
 


At December 31, 2006, from first dollar in, the average and median holding periods of these 31 investments, which includes four investments that were exited, were 2.43 years and 2.14 years. We currently have 27 tiny technology companies in our portfolio. At December 31, 2006, from first dollar in, the average and median holding periods for these 27 venture capital investments were 2.78 years and 2.14 years, respectively.

We value our private venture capital investments each quarter as determined in good faith by our Valuation Committee, a committee of independent directors, within guidelines established by our Board of Directors in accordance with the 1940 Act. (See "Footnote to Consolidated Schedule of Investments" contained in "Consolidated"Item 8. Consolidated Financial Statements.Statements and Supplementary Data.")

In the years 2001 2002, 2003, 2004, 2005 and 2006,through 2007, the Company recorded the following gross write-ups in privately held securities as a percentage of net assets at the beginning of the year ("BOY"), gross write-downs in privately held securities as a percentage of net assets at the beginning of the year:year, and net write-ups/(write-downs) in privately held securities as a percentage of net assets at the beginning of the year.


  
2001
 
2002
 
2003
 
2004
 
2005
 
2006
 
              
Net Asset Value, Beginning of Year  31,833,475  24,334,770  27,256,046  40,682,738  74,744,799  117,987,742 
                    
Gross Write-Downs During Year  
(2,532,730
)
 
(5,400,005
)
 
(1,256,102
)
 
(5,711,229
)
 
(3,450,236
)
 
(4,211,323
)
                    
Gross Write-Downs as a Percentage of Net Asset Value  
-7.96
%
 
-22.19
%
 
-4.61
%
 
-14.04
%
 
-4.62
%
 
-3.57
%


3435


The following is a history of the changes in our per share NAV, by quarter:1

  
31-Dec-00
 
31-Mar-01
 
30-June-01
 
30-Sep-01
 
31-Dec-01
 
NAV per Share  3.51  3.09  3.29  2.92  2.75 
$ Change     (0.42) 0.20  (0.37) (0.17)
% Change     -11.97% 6.47% -11.25% -5.82%
                 
      
31-Mar-02
  
30-June-02
  
30-Sep-02(1
)
 
31-Dec-02
 
NAV per Share     2.63  2.68  2.61  2.37 
$ Change     (0.12) 0.05  (0.07) (0.24)
% Change     -4.36% 1.90% -2.61% -9.20%
                 
      
31-Mar-03
  
30-June-03
  
30-Sep-03
  
31-Dec-03(1
)
NAV per Share     2.26  2.22  2.11  2.95 
$ Change     (0.11) (0.04) (0.11) 0.84 
% Change     -4.64% -1.77% -4.95% 39.81%
                 
      
31-Mar-04
  
30-June-04
  
30-Sep-04(1
)
 
31-Dec-04
 
NAV per Share     3.01  2.85  4.44  4.33 
$ Change     0.06  (0.16) 1.59  (0.11)
% Change     2.03% -5.32% 55.79% -2.48%
                 
      
31-Mar-05
  
30-June-05
  
30-Sep-05(1
)
 
31-Dec-05
 
NAV per Share     4.20  4.61  5.94  5.68 
$ Change     (0.13) 0.41  1.33  (0.26)
% Change     -3.00% 9.76% 28.85% -4.38%
                 
      
31-Mar-06
  
30-June-06
  
30-Sep-06
  
31-Dec-06
 
NAV per Share     5.6  5.54  5.54  5.42 
$ Change     (0.08) (0.06) 0.00  (0.12)
% Change     -1.41% -1.07% 0.00% -2.17%
  
2001
 
2002
 
2003
 
2004
 
2005
 
2006
 
2007
 
                
Net Asset Value, BOY $31,833,475 $24,334,770 $27,256,046 $40,682,738 $74,744,799 $117,987,742 $113,930,303 
                       
Gross Write-Downs During Year 
$
(2,532,730
)
$
(5,400,005
)
$
(1,256,102
)
$
(5,711,229
)
$
(3,450,236
)
$
(4,211,323
)
$
(7,810,794
)
                       
Gross Write-Ups During Year 
$
1,528,866
 
$
285
 
$
847,578
 
$
6,288,397
 
$
23,485,176
 
$
279,363
 
$
11,694,618
 
                       
Gross Write-Downs as a Percentage of Net Asset Value, BOY  
-7.96
%
 
-22.19
%
 
-4.61
%
 
-14.04
%
 
-4.62
%
 
-3.57
%
 
-6.86
%
                       
Gross Write-Ups as a Percentage of Net Asset Value, BOY  
4.80
%
 
0
%
 
3.11
%
 
15.46
%
 
31.42
%
 
0.24
%
 
10.26
%
                       
Net Write-Downs/Write-Ups as a Percentage of Net Asset Value, BOY  
-3.15
%
 
-22.19
%
 
-1.49
%
 
1.42
%
 
26.8
%
 
-3.33
%
 
3.40
%
 
(1) The Company completed issuances for new shares of our common stock on September 14, 2005, July 7, 2004, December 24, 2003 and July 8, 2002.

We have discretion in the investment of our capital. However, we invest primarily in illiquid equity securities of private companies. Generally, these investments take the form of preferred stock, are subject to restrictions on resale and have no established trading market. Our principal objective is to achieve long-term capital appreciation. Therefore, a significant portion of our investment portfolio provides little or no income in the form of dividends or interest. We earn interest income from fixed-income securities, including U.S. government and agency securities. The amount of interest income we earn varies with the average balance of our fixed-income portfolio and the average yield on this portfolio. Interest income is secondary to capital gains and losses in our results of operations.

35

We present the financial results of our operations utilizing accounting principles generally accepted in the United States for investment companies. On this basis, the principal measure of our financial performance during any period is the net increase/(decrease) in our net assets resulting from our operating activities, which is the sum of the following three elements:

Net Operating Income / (Loss) - the difference between our income from interest, dividends, and fees and our operating expenses.

36

Net Realized Income / (Loss) on Investments - the difference between the net proceeds of sales of portfolio securities and their stated cost, plus income from interests in limited liability companies.

Net Increase / (Decrease) in Unrealized Appreciation or Depreciation on Investments - the net unrealized change in the value of our investment portfolio.

Owing to the structure and objectives of our business, we generally expect to experience net operating losses and seek to generate increases in our net assets from operations through the long term appreciation of our venture capital investments. We have relied, and continue to rely, on proceeds from sales of investments, rather than on investment income, to defray a significant portion of our operating expenses. Because such sales are unpredictable, we attempt to maintain adequate working capital to provide for fiscal periods when there are no such sales.


Results of Operations

Years Ended December 31, 2007, 2006, 2005, and 20042005

During the three years ended December 31, 2007, 2006, 2005, and 2004,2005, we had net (decreases) increases in net assets resulting from operations of $(6,716,445), $(11,773,112), $6,716,376 and ($2,066,114),$6,716,376, respectively.

Investment Income and Expenses:

During the three years ended December 31, 2007, 2006, 2005, and 2004,2005, we had net operating losses of $11,827,543, $7,612,935, $5,465,761 and $3,408,779,$5,465,761, respectively. The variation in these results is primarily owing to increasesthe changes in investment income offset by increases inand operating expenses, including non-cash expense of $8,050,807 in 2007 and $5,038,956 in 2006 associated with the granting of stock options. During the three years ended December 31, 2007, 2006, 2005 and 2004,2005, total investment income was $2,705,636, $3,028,761, $1,540,862 and $637,562,$1,540,862, respectively. During the three years ended December 31, 2007, 2006, 2005 and 2004,2005, total operating expenses were $14,533,179, $10,641,696, $7,006,623 and $4,046,341,$7,006,623, respectively.

During 2007, as compared with 2006, investment income decreased from $3,028,761 to $2,705,636, reflecting a decrease in our average holdings of U.S. government and agency securities throughout the period. During the twelve months ended December 31, 2007, our average holdings of such securities were $62,184,565, as compared with $69,506,136 at December 31, 2006.
3637

Operating expenses, including non-cash, stock-based compensation expenses, were $14,533,179 and $10,641,696 for the twelve months ended December 31, 2007, and December 31, 2006, respectively. The increase in operating expenses for the twelve months ended December 31, 2007, as compared to the twelve months ended December 31, 2006, was primarily owing to increases in salaries, benefits and stock-based compensation expenses and to increases in administration and operations expense, professional fees and directors' fees and expenses. Salaries, benefits and non-cash, stock-based compensation expense increased by $3,502,053, or 44.1 percent, through December 31, 2007, as compared to December 31, 2006, primarily as a result of an increase in non-cash expense of $3,011,851 through December 31, 2007, associated with the Harris & Harris Group, Inc. 2006 Equity Incentive Plan (the "Stock Plan"). While the non-cash, stock-based, compensation expense for the Stock Plan increased our operating expenses by $8,050,807, this increase was offset by a corresponding increase to our additional paid-in capital, resulting in no net impact to our net asset value. The non-cash, stock-based, compensation expense and corresponding increase to our additional paid-in capital may increase in future quarters. Salaries and benefits also increased for the twelve months ended December 31, 2007, owing to an increase in our headcount as compared with that of the same period in 2006. At December 31, 2007, we had 13 full-time employees, as compared with 10 full-time employees and one part-time employee at December 31, 2006. Administration and operations expense increased by $182,573, or 14.6 percent, for the twelve months ended December 31, 2007, as compared with the same period in 2006, owing to an increase in Nasdaq Global Market fees related to the increase in our number of outstanding shares and increased office-related and travel expenses related to the increase in headcount. Professional fees increased by $165,083, or 22.4 percent, primarily as a result of an increase in legal fees, an increase in audit fees and corporate consulting costs for the audit of our compliance program. Directors' fees and expenses increased by $94,310, or 27.7 percent, primarily as a result of additional meetings held in the period ended December 31, 2007, as compared with the period ended December 31, 2006, as well as an increase in the monthly retainers paid to committee chairs and to the Lead Independent Director.
During 2006, investment income increased, owing toreflecting an increase in our average holdings of U.S. government and agency securities, as our average holdings increased from $51,120,727$50,620,881 at December 31, 2005, to $67,277,409$69,506,136 at December 31, 2006, and as a result of an increase in interest rates during the year. During 2005, investment income increased, owing toreflecting an increase in our income on U.S. government and agency securities, as our holdings increased from $44,622,722 at December 31, 2004 to $96,250,864 at December 31, 2005, and as a result of an increase in interest rates during the year.
 
The increase in operating expenses for the year ended December 31, 2006, was primarily owing to increases in salaries, benefits and stock-based compensation expense, and directors' fees and expenses, offset by decreases in administrative and operations expenses, profit-sharing expense and professional fees. Salaries, benefits and stock-based compensation expense increased by $5,474,243, or 222.6 percent, for the year ended December 31, 2006, as compared with December 31, 2005, primarily as a result of non-cash expense of $5,038,956 associated with the Harris & Harris Group, Inc. 2006 Equity IncentiveStock Plan (the "Stock Plan") adopted during the second quarter of 2006 and secondarily as a result of an increase in the number of full-time employees. The increase in salaries, benefits and stock-based compensation expense reflects expenses associated with ten full-time employees and one part-time employee during the year ended December 31, 2006, as compared with an average of nine full-time employees during the year ended December 31, 2005. Salaries, benefits and stock-based compensation include $5,038,956 of non-cash expense associated with the Stock Plan, versus no such charge in 2005. Directors' fees and expenses increased by $31,876, or 10.3 percent, as a result of additional meetings held in 2006 related to the adoption of the Stock Plan. Administrative and operations expense decreased by $69,274, or 5.3 percent, primarily as a result of a decrease in our directors' and officers' liability insurance expense and decreases in the cost of proxy-related expenses. Profit-sharing expense for the year ended December 31, 2006, was $50,875, as compared with $1,796,264 for December 31, 2005, owing to the termination of the profit-sharing plan effective May 4, 2006. We recorded $50,875 of profit-sharing expense toward the remainder of the 2005 profit-sharing payment in the year ended December 31, 2006, because of updated estimates of our ultimate tax liability for 2005. Professional fees decreased by $92,234, or 11.1 percent, for the year ended December 31, 2006, as compared with December 31, 2005. Professional fees were lower for the year ended December 31, 2006, as compared with December 31, 2005, primarily as a result of the elimination of consulting costs incurred for a temporary Senior Controller in 2005 and the reduction of some of our Sarbanes-Oxley-related compliance costs incurred in 2005.

38
The increase in operating expenses during 2005 was primarily owing to increases in the profit-sharing provision, salaries and benefits, professional fees, administration and operations, rent expense and Directors' fees and expenses. Profit-sharing expense for 2005 was $1,796,264, an increase of $1,484,670 as compared with 2004. Profit-sharing expense increased primarily as a result of the gains realized on the sale of NeuroMetrix, Inc., offset by the taxes payable by the Company on the deemed dividend and taxes payable on Built-In Gains. The profit-sharing expense iswas also impacted by the Company's decision to retain its net realized long-term capital gains for reinvestment for growth, rather than distribute them as a cash dividend. When the Company chooses to retain its net realized long-term capital gains, it declares a deemed dividend and pays taxes on behalf of shareholders. Conversely, when the Company distributes its net realized long-term capital gains as a cash dividend, the shareholders pay all of the taxes. The taxes payable by the Company on behalf of shareholders reduce the amount of profit against which the profit-sharing payable to employees is calculated. Had the Company chosen to distribute its net realized long-term capital gains as a cash dividend, the provision for employee profit sharing would have been $3,420,737 for 2005, rather than the actual provision for employee profit sharing of $1,796,264 for 2005.

37


 
For the year ended December 31, 2005, as compared with 2004, salaries and benefits increased by $530,945, or 27.5 percent, primarily as a result of the addition of three employees. Professional fees increased by $162,751, or 24.4 percent, reflecting in part the expenses associated with ongoing compliance with the Sarbanes-Oxley Act of 2002. Administration and operations increased by $600,824, or 83.6 percent, primarily as the result of increases in travel expenses associated with additional investments in portfolio companies, increases in expenses related to the preparation and distribution of the annual and quarterly reports and proxy statement owing to the increased number of shareholders, and an increase in the premium expense for director and officer liability insurance. The premium expense for director and officer liability insurance increased by $339,810 to $512,038 in 2005, and the premium expense for 2006 is estimated to be $514,650. Rent expense increased by $60,148 or 39.7 percent, owing primarily to the leasing of additional office space in California and New York. Directors' fees and expenses in 2005 increased by $99,664 or 47.6 percent as a result of an increase in the fees paid to the directors for monthly retainer and meeting attendance.

Realized Income and Losses from Investments:on Investments:

During the years ended December 31, 2007, 2006, 2005, and 2004,2005, we had net realized income from investments of $30,162, $258,693, $14,208,789 and $858,503,$14,208,789, respectively. The variation in these results is primarily owing to variations in gross realized income from investments and income taxes in each of the three years. For the years ended December 31, 2007, 2006, 2005 and 2004,2005, realized income from investments, before taxes, was $118,137, $31,338, $23,862,037 and $813,994,$23,862,037, respectively. Income tax expense (benefit) expense for the years ended December 31, 2007, 2006, and 2005 and 2004 was $87,975, $(227,355), and $9,653,248, and ($44,509).respectively.

During the year ended December 31, 2007, we realized net gains of $118,137, consisting primarily of proceeds received from the sale of our interest in AlphaSimplex Group, LLC, and income from our investment in Exponential Business Development Company. During the year ended December 31, 2007, we recognized tax expense of $87,975, consisting of $74,454 of interest and penalties related to our 2005 tax returns and $13,521 in current year expense.
39
During the year ended December 31, 2006, we realized net gains of $31,338, consisting primarily of proceeds received from the liquidation of Optiva, Inc., proceeds received from Exponential Business Development Company, and net losses realized on our investment in AlphaSimplex Group, LLC. During 2005, we deemed the securities we held in Optiva, Inc., worthless and recorded the proceeds received and due to us on the liquidation of our bridge notes, realizing a loss of $1,619,245. At December 31, 2005, we recorded a $75,000 receivable for estimated proceeds from the final payment on the Optiva, Inc., bridge notes. During the first quarter of 2006, we received payment of $95,688 from these bridge notes, resulting in the realized gain of $20,688 on Optiva, Inc. During the year ended December 31, 2006, we realized tax benefits of $227, 355 for 2005 taxes that havehad been refunded.

38

During the year ended December 31, 2005, our realized income from investments before taxes of $23,862,037 consisted primarily of a realized gain of $30,179,762 from the sale of our investment in NeuroMetrix, Inc., offset by realized losses of $1,358,286, $2,093,968, $1,091,209, and $1,619,245, from the sale of our shares in Agile Materials & Technologies, Inc., Experion Systems, Inc., Nanotechnologies, Inc., and Optiva, Inc., respectively. Realized losses on U.S. government and agency securities totaled $422,383 for 2005. For the year ended December 31, 2005, our income tax expense on realized gains was $9,653,248, which includes $8,122,367 of taxes payable by the Company on behalf of shareholders in connection with the deemed dividend and $1,364,470 of taxes on Built-In Gains.

During the year ended December 31, 2004, our realized income from investments before taxes of $813,994 consisted primarily of a realized gain of $1,681,259 from the sale of our investment in NanoGram Devices Corporation, offset by a realized loss of $915,108 from the sale of our shares of Series D Convertible Preferred Stock in NeoPhotonics Corporation. For the year ended December 31, 2004, our income tax benefit on realized gains and losses was $44,509, which related primarily to taxes owed to Harris & Harris Enterprises.

Net Unrealized Appreciation and Depreciation of Portfolio Securities:on Investments:

During the year ended December 31, 2006,2007, net unrealized depreciation on total investments increaseddecreased by $4,418,870. $5,080,936.

During the yearyears ended December 31, 2006, and 2005, net unrealized depreciation on total investments increased by $2,026,652. $4,418,870 and $2,026,652, respectively.
During the year ended December 31, 2004,2007, net unrealized depreciation on totalour venture capital investments decreased by $484,162.$3,883,825, or 46.0 percent, from $8,450,969 to $4,567,144, owing primarily to increases in the valuations of our investments in BridgeLux, Inc., of $3,699,529, Crystal IS, Inc., of $13,819, CSwitch, Inc., of $48,935, D-Wave Systems, Inc., of $202,408, Exponential Business Development Company of $2,026, Innovalight, Inc., of $3,218,216, Kovio, Inc., of $125,000, Mersana Therapeutics, Inc., of $118,378, NanoGram Corporation of $2,437,136, NeoPhotonics Corporation of $2,160, SiOnyx, Inc., of $899,566, Solazyme, Inc., of $612,291 and Zia Laser, Inc., of $6,329, offset by decreases in the valuations of our investments in Ancora Pharmaceuticals, Inc., of $100,561, Chlorogen, Inc., of $1,326,073, Evolved Nanomaterial Sciences, Inc., of $2,800,000, Kereos, Inc., of $1,340,257, Nanomix, Inc., of $459,772, NanoOpto Corporation of $1,369,885, Polatis, Inc., of $9,534 and Questech Corporation of $404,712. We also had an increase owing to foreign currency translation of $307,636 on our investment in D-Wave Systems, Inc. Unrealized depreciation on our U.S. government and agency securities portfolio decreased from $556,451 at December 31, 2006, to unrealized appreciation of $640,660 at December 31, 2007.
 
40
The net increase in unrealized depreciation on our venture capital investments in 2006 was owing primarily to decreases in the valuationvaluations of our investments in Nanomix, Inc., of $1,710,000, NanoOpto Corporation of $1,211,259, NeoPhotonics Corporation of $254,238, Polatis, Inc., of $145,228, SiOnyx, Inc., of $679,950 and Zia Laser, Inc., of $172,500, and an increaseto increases in the valuations of our investments in Crystal IS of $19,735 and Questech Corporation of $259,628. We also had a decrease, owing to foreign currency translation, of $34,103 on our investment in D-Wave Systems, Inc. Unrealized depreciation on our U.S. government and agency securities portfolio increased from $69,541 at December 31, 2005, to $556,451 at December 31, 2006.
 
The net increase in unrealized depreciation on our venture capital investments in 2005 was the result of the appreciation in value of $19,790,298 on investments held, offset by depreciation of $23,181,420 related to investments sold. The change in unrealized depreciation on investments held iswas owing to appreciation in our investment in NeuroMetrix, Inc., prior to the sale of our interest in it as well as to increases in the valuations of NanoGram Corporation, Nanosys, Inc., and Nantero, Inc., of $313,534, $870,113 and $813,771, respectively. These increases were offset by decreases in the valuations of AlphaSimplex Group LLC, CSwitch, Inc., Mersana Therapeutics, Inc., NanoOpto, Inc., Polatis, Inc., and Zia Laser, Inc., of $109,464, $500,000, $563,097, $529,997, $169,827, and $1,312,500 respectively. The change in unrealized depreciation on investments sold is owing to the realization of the gain on our investment in NeuroMetrix, Inc., offset by the realizationrealizations of losses on our investments in Agile Materials and Technologies, Inc., Experion Systems, Inc., Nanotechnologies, Inc., and Optiva, Inc.

39



The net decrease in unrealized depreciation on our venture capital investments in 2004 was the result of the appreciation in value of $264,170 on investments held and appreciation of $915,118 related to investments sold. The change in unrealized depreciation on investments held is primarily owing to an increase in the valuation of our investment in Neurometrix, Inc., of $6,288,405, offset by decreases in the valuations of our investments in Agile Materials and Technologies, Inc., of $614,081, Experion Systems, Inc., of $630,497, Nanotechnologies, Inc., of $1,275,373, Optiva, Inc., of $2,000,000, and Polatis, Inc., of $1,162,208. The decrease in unrealized depreciation on investments sold was owing to the realization of the loss of $915,108 on the sale of our shares of Series D Convertible Preferred Stock in NeoPhotonics Corporation. During 2004, unrealized depreciation on U.S. government and agency securities increased by $321,370. In 2004, we incurred $695,126 of income tax expense on Built-In Gains on NeuroMetrix, Inc.


Financial Condition

December 31, 2007

At December 31, 2007, our total assets and net assets were $142,893,332 and $138,363,344, respectively. Our net asset value ("NAV") per share at that date was $5.93, and our shares outstanding increased to 23,314,573 at December 31, 2007.

During the twelve months ended December 31, 2007, significant developments included an increase in the value of our venture capital investments of $24,442,553 and an increase in the value of our investment in U.S. government and agency obligations of $1,537,446. The increase in the value of our venture capital investments, from $53,667,831 at December 31, 2006, to $78,110,384 at December 31, 2007, resulted primarily from seven new and 20 follow-on investments and by a net increase of $3,883,825 in the net value of our venture capital investments. The increase in the value of our U.S. government and agency obligations, from $58,656,147 at December 31, 2006, to $60,193,593 at December 31, 2007, is primarily owing to the use of net proceeds of $12,993,168 received through a registered stock offering and proceeds received from stock option exercises of $10,105,511, offset by a payment of $80,236 for federal tax and interest and penalties, profit sharing payments of $261,661, net operating expenses and by new and follow-on venture capital investments totaling $20,595,161.
41
For the year ended December 31, 2007, the Company issued 999,556 shares and received proceeds of $10,105,511 as a result of employee stock option exercises.

The following table is a summary of additions to our portfolio of venture capital investments made during the twelve months ended December 31, 2007:
New Investments 
  
Cost 
 
Adesto Technologies Corporation $1,147,826 
Ancora Pharmaceuticals, Inc. $800,000 
BioVex Group, Inc. $2,500,000 
Ensemble Discovery Corporation $2,000,000 
Lifco, Inc. $946,528 
Phoenix Molecular Corporation $50,010 
Siluria Technologies, Inc. $160,723 
     
Follow-on Investments
    
BridgeLux, Inc. $350,877 
BridgeLux, Inc. $233,918 
BridgeLux, Inc. $916,928 
Cambrios Technologies Corporation $1,300,000 
Chlorogen, Inc. $7,042 
CSwitch, Inc. $32,624 
CSwitch, Inc. $529,852 
Innovalight, Inc. $1,993,568 
Kereos, Inc. $540,000 
Kovio, Inc. $1,000,000 
NanoGram Corporation $851,393 
Mersana Therapeutics, Inc. $500,000 
Nanomix, Inc. $680,240 
NanoOpto Corporation $268,654 
Nextreme Thermal Solutions, Inc. $750,000 
Polatis, Inc. $17,942 
Polatis, Inc. $13,454 
Polatis, Inc. $58,582 
SiOnyx, Inc. $2,445,000 
Solazyme, Inc. $500,000 
     
Total $20,595,161 
The following tables summarize the fair values of our portfolios of venture capital investments and U.S. government and agency obligations, as compared with their cost, at December 31, 2007, and December 31, 2006:

42
  
December 31,
 
  
2007
 
2006
 
      
Venture capital investments, at cost $82,677,528 $62,118,800 
Net unrealized depreciation (1)
  4,567,144  8,450,969 
Venture capital investments, at value
 
$
78,110,384
 
$
53,667,831
 
  
December 31,
 
  
2007
 
2006
 
      
U.S. government and agency obligations, at cost $59,552,933 $59,212,598 
Net unrealized appreciation (depreciation) (1)
  640,660  (556,451)
U.S. government and agency obligations, at value
 
$
60,193,593
 
$
58,656,147
 
(1)At December 31, 2007, and December 31, 2006, the net accumulated unrealized depreciation on investments was $3,926,484 and $9,007,420, respectively.
The following table summarizes the fair value composition of our venture capital investment portfolio at December 31, 2007, and December 31, 2006.
  
December 31,
 
Category
 
2007
 
2006
 
      
Tiny Technology  99.9% 99.9%
Other Venture Capital Investments  0.1% 0.1%
Total Venture Capital Investments
  
100.0
%
 
100.0
%
December 31, 2006

At December 31, 2006, our total assets and net assets were $118,328,590 and $113,930,303, respectively. Our net asset value ("NAV")NAV per share at that date was $5.42, and our shares outstanding increased to 21,015,017 at December 31, 2006.

43

During the twelve months ended December 31, 2006, significant developments included an increase in the value of our venture capital investments of $20,480,498 and a decrease in the value of our investment in U.S. government and agency securities of $37,594,717. The increase in the value of our venture capital investments, from $33,187,333 at December 31, 2005, to $53,667,831 at December 31, 2006, resulted primarily from six new and 10 follow-on investments, partially offset by a net decrease of $3,927,689 in the net value of our previous venture capital investments. The decrease in the value of our U.S. government and agency securities, from $96,250,864 at December 31, 2005, to $58,656,147 at December 31, 2006, was primarily owing to the use of funds for investments totaling $24,408,187, tax payments of $9,425,922, profit-sharing payments of $1,897,072, an increase in unrealized losses of $486,910 and payment of net operating expenses.

During December 2006, the Company also issued stock and received proceeds upon the exercise of employee stock options. Through December 31, 2006, the Company issued 258,672 shares and received proceeds of $2,615,190 as a result of option exercises.

The Company's liabilities decreased from $14,950,378 at December 31, 2005, to $4,398,287 at December 31, 2006, primarily owing to the payment of the tax payable on behalf of shareholders of $8,122,367 in January 2006, the payment of $1,897,072 in profit sharing in March 2006 and the reversal of the accrual for federal and state taxes payable of $1,514,967 recorded at December 31, 2005.

The following table is a summary of additions to our portfolio of venture capital investments made during the twelve months ended December 31, 2006, by portfolio company:2006:

New Investments
  
Cost 
 
D-Wave Systems, Inc. $1,750,547 
Evolved Nanomaterial Sciences, Inc.  2,800,000 
Innovalight, Inc.  2,500,000 
Metabolon, Inc.  2,500,000 
SiOnyx, Inc.  750,000 
Xradia, Inc.  4,000,000 
     
Follow-on Investments
    
Chlorogen, Inc. $221,438 
Crystal IS, Inc.  1,098,240 
CSwitch Corporation  2,850,000 
NanoGram Corporation  1,262,764 
NanoOpto Corporation  433,138 
NeoPhotonics Corporation  2,750,000 
Nextreme  500,000 
Polatis, Inc.  89,310 
Questech Corporation  12,750 
SiOnyx, Inc.  890,000 
Total $24,408,187 
4044


New Investments
 Amount 
D-Wave Systems, Inc. $1,750,547 
Evolved Nanomaterial Sciences, Inc.  2,800,000 
Innovalight, Inc.  2,500,000 
Metabolon, Inc.  2,500,000 
SiOnyx, Inc.  750,000 
Xradia, Inc.  4,000,000 
     
     
Follow-on Investments
    
Chlorogen, Inc. $221,438 
Crystal IS, Inc.  1,098,240 
CSwitch Corporation  2,850,000 
NanoGram Corporation  1,262,764 
NanoOpto Corporation  433,138 
NeoPhotonics Corporation  2,750,000 
Nextreme  500,000 
Polatis, Inc.  89,310 
Questech Corporation  12,750 
SiOnyx, Inc.  890,000 
Total $24,408,187 
Cash Flow

The following tables summarize the fair values of our portfolios of venture capital investments and U.S. government and agency securities, as compared with their cost, atYear Ended December 31, 2006, and December 31, 2005:

      
  
December 31,
 
 
 
2006
 
2005
 
      
Venture capital investments,     
at cost $62,118,800 $37,706,342 
Net unrealized depreciation  8,450,969  4,519,009 
Venture capital investments,
       
at fair value
 
$
53,667,831
 
$
33,187,333
 
        
        
        
   
December 31, 
 
   
2006
  
2005
 
        
U.S. government and agency       
securities, at cost $59,212,598 $96,320,405 
Net unrealized depreciation  556,451  69,541 
U.S. government and agency
       
securities, at fair value
 
$
58,656,147
 
$
96,250,864
 

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The following table summarizes the fair value composition of our venture capital investment portfolio at December 31, 2006, and December 31, 2005.



  
December 31,
 
Category
 
2006
 
2005
 
      
Tiny Technology  99.9% 99.9%
Other Venture Capital Investments  0.1% 0.1%
Total Venture Capital Investments
  
100.0
%
 
100.0
%

December 31, 20052007

At December 31, 2005, our total assets and net assets were $132,938,120 and $117,987,742, respectively. Our net asset value ("NAV") per share at that date was $5.68, and our shares outstanding increased to 20,756,345 versus 17,248,845 at December 31, 2004.
DuringNet cash used in operating activities for the 12 monthsyear ended December 31, 2005, significant financial developments included2007, was $4,142,572, primarily owing to the receiptpayment of proceeds from our public offering of common stock and the sale of our investment in NeuroMetrix, Inc. Gross proceeds from the issuance of 3,507,500 new shares of our common stock totaled $37,091,813, less costs of $565,246, for net proceeds of $36,526,567. The Company received proceeds of $34,591,136 from the sale of its 1,137,570 shares of NeuroMetrix. In addition, the value of our venture capital investments increased by $1,565,373 to $33,187,333.operating expenses.

DuringCash used in investing activities for the 12 monthsyear ended December 31, 2005, the value of our venture capital investments increased from $31,621,960 at December 31, 2004 to $33,187,333 at December 31, 2005. This2007, was $20,697,886, primarily reflecting a net increase included $16,251,339 from four new and 11 follow-on venture capital investments and increases in the valuations of NanoGram Corporation, Nanosys, Inc. and Nantero, Inc. of $313,534, $870,113 and $813,771, respectively, offset by the sale of our interests in Agile Materials & Technologies, Inc., Experion Systems, Inc., Nanotechnologies, Inc., NeuroMetrix, Inc., and Optiva, Inc. and by decreases in the valuation of our investments in AlphaSimplex Group LLC, CSwitch Corporation, Mersana Therapeutics, Inc., NanoOpto Corporation, Polatis, Inc., and Zia Laser, Inc., of $109,464, $500,000, $563,097, $529,997, $169,827, and $1,312,500, respectively.
The increase in the value of our investment in U.S. government and agency securities of $235,754 and investments in private placements of $20,595,161, less proceeds from $44,622,722 atthe sale of venture capital investments of $174,669.
Cash provided by financing activities for the year ended December 31, 2004, to $96,250,864 at December 31, 2005, resulted primarily from the receipt of net proceeds of $36,526,567 pursuant to2007, was $23,098,679,reflecting the issuance of 3,507,500shares in connection with the Stock Plan and the net proceeds from the issuance of 1,300,000 new shares of our common stock and proceeds from the sale of NeuroMetrix of $34,591,136. These increases were partially offset by four new venture capital investments and elevenon June 25, 2007, in a registered direct follow-on investments totaling $16,251,339, as well as by operating expenses.

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The Company's liabilities increased from $4,616,652 at December 31, 2004, to $14,959,881 at December 31, 2005. The increases were attributable to an increase of $1,796,264 in the profit- sharing accrual, the provision of $8,122,367 for taxes payable by the Company on behalf of shareholders on the deemed dividend, and current taxes payable of $1,524,470.offering.

The following table is a summary of additions to our portfolio of venture capital investments during the 12 months ended December 31, 2005:

New Investment
 Amount 
eLite Optoelectronics, Inc. $1,000,000 
Kereos, Inc.  800,000 
Kovio, Inc.  3,000,000 
Zia Laser, Inc.  1,500,000 
     
Follow-on Investments
    
Cambrios Technologies Corporation $511,006 
Chlorogen, Inc.  364,261 
Kereos, Inc.  160,000 
Molecular Imprints, Inc.  2,500,000 
Nanomix, Inc.  250,000 
NanoOpto Corporation  411,741 
Mersana Therapeutics, Inc.  683,000 
Nanosys, Inc.  3,000,003 
Nantero, Inc.  571,329 
NeoPhotonics Corporation  999,999 
Starfire Systems, Inc.  500,000 
     
Total $16,251,339 

Cash Flow

Year Ended December 31, 2006

Net cash used in operating activities for the year ended December 31, 2006, was $14,955,302, primarily owing both to the payment of various federal, state and local taxes, including the tax paid on behalf of shareholders for the deemed dividend, and to the payment of operating expenses.

Cash provided by investing activities for the year ended December 31, 2006, was $13,198,611, primarily reflecting net proceeds from the sale of U.S. government and agency securities of $37,593,589, less investments in private placements of $24,408,187.

Cash provided by financing activities for the year ended December 31, 2006, was $2,615,190, reflecting the issuance of shares in connection with the Stock Plan.

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Year Ended December 31, 2005

Net cash used in operating activities for the year ended December 31, 2005, was $2,914,285, primarily owing to an increase in our operating expenses.

Cash used in investing activities for the year ended December 31, 2005, was $33,049,325, primarily reflecting a net increase in our investment in U.S. government and agency securities of $52,144,482 and investments in private placements of $16,251,339, less proceeds from the sale of venture capital investments of $35,392,200.

Cash provided by financing activities for the year ended December 31, 2005, was $36,526,567, reflecting net proceeds from the issuance of 3,507,500 new shares of our common stock on September 14, 2005, in an underwritten follow-on offering.


Year Ended December 31, 2004
45

Net cash used in operating activities for the year ended December 31, 2004, was $3,809,805, primarily owing to an increase in our operating expenses.

Cash used in investing activities for the year ended December 31, 2004, was $32,093,612, primarily reflecting an increase in our investment in U.S. government and agency securities of $17,823,606 and investments in private placements of $16,731,216.

Cash provided by financing activities for the year ended December 31, 2004, was $36,128,175, reflecting net proceeds from the issuance of 3,450,000 new shares of our common stock on July 7, 2004, in an underwritten follow-on offering.


Liquidity and Capital Resources

Our primary sources of liquidity are cash, receivables and freely marketable securities, net of short-term indebtedness. Our secondary sources of liquidity are restricted securities of companies that are publicly traded.

December 31, 2007
At December 31, 2007, and December 31, 2006, our total net primary liquidity was $61,183,136 and $61,323,306, respectively, and our secondary liquidity was $0 and $0, respectively.
Our net primary sources of liquidity are more than adequate to cover our gross cash operating expenses over the next 12 months. Our gross cash operating expenses for 2007 and 2006 totaled $6,263,510 and $5,285,448, respectively.

The increase in our primary liquidity from December 31, 2006, to December 31, 2007, is primarily owing to the proceeds received through a registered direct stock offering from a shelf registration statement and proceeds received from stock option exercises, offset by the use of funds for investments and payment of net operating expenses. In the future, we may sell additional shares registered pursuant to our shelf registration statement.

On November 29, 2006, we filed a shelf registration statement with the SEC on Form N-2 to register 4,000,000 shares of our common stock. On December 11, 2006, and on April 23, 2007, we filed amended registration statements with the SEC. On May 11, 2007, the SEC declared the registration statement effective. The common stock may be sold at prices and on terms to be set forth in one or more supplements to the prospectus from time to time.

On June 25, 2007, we completed the sale of 1,300,000 shares of our common stock from our shelf registration statement for gross proceeds of $14,027,000; net proceeds of this offering, after placement agent fees and offering costs of $1,033,832, were $12,993,168. We intend to use, and have been using, the net proceeds of this offering to make new investments in tiny technology, as well as for follow-on investments in our existing venture capital investments and for working capital. Through December 31, 2007, we have used $9,475,687 of the net proceeds from this offering for these purposes.

On April 17, 2003, we signed a seven-year sublease for office space at 111 West 57th Street in New York City. On December 17, 2004, we signed a sublease for additional office space at our current location. The subleases expire on April 29, 2010. Total rent expense for our office space in New York City was $178,167 in 2007, $174,625 in 2006 and $171,171 in 2005. Future minimum sublease payments in each of the following years are: 2008 -- $193,083; 2009 -- $197,700; and thereafter, for the remaining term -- $65,969.

46

December 31, 2006
 
At December 31, 2006, and December 31, 2005, our total net primary liquidity was $61,323,306 and $97,797,219, respectively, and our secondary liquidity was $0 and $0, respectively.
 
Our net primary sources of liquidity arewere more than adequate to cover our gross cash operating expenses over the next 12 months. Our gross cash operating expenses for 2006 and 2005 totaled $5,285,448 and $5,021,066, respectively.

44


The decrease in our primary liquidity from December 31, 2005, to December 31, 2006, iswas primarily owing to the use of funds for investments, profit-sharing and tax payments, as well as net operating expenses.

In 2004, we registered with the SEC for the sale of up to 7,000,000 shares of our common stock from time to time. In July 2004, we sold 3,450,000 common shares for gross proceeds of $36,501,000; net proceeds, after offering costs of $372,825, were $36,128,175. In September 2005, we completed the sale of 3,507,500 common shares, for total gross proceeds of $37,091,813; net proceeds, after offering costs of $565,246, were $36,526,567. We intend to use, and have been using, the net proceeds of the offerings to make new investments in tiny technology as well as follow-on investments in our existing venture capital investments, and for working capital. Through December 31, 2006, we have used $53,932,228 from these two offerings for these purposes.

December 31, 2005
At December 31, 2005, and December 31, 2004, our total net primary liquidity was $97,797,219 and $45,353,691, respectively, and our secondary liquidity was $0 and $13,113,822, respectively.

Our net primary sources of liquidity were more than adequate to cover our gross cash operating expenses over the next 12 months. Our gross cash operating expenses for 2005 and 2004 totaled $5,021,066 and $3,878,610, respectively.

The increase in our primary source of liquidity from December 31, 2004, to December 31, 2005, was primarily owing to the receipt of the net proceeds from the issuance of 3,507,500 new shares of our common stock and the net proceeds from the sale of our investment in NeuroMetrix, Inc. These receipts were partially offset by our investments in Cambrios, Inc., Chlorogen, Inc., eLite Optoelectronics, Inc., Kereos, Inc., Kovio, Inc., Mersana Therapeutics, Inc., Molecular Imprints, Inc., Nanomix, Inc., NanoOpto Corporation, Nanosys, Inc., Nantero, Inc., NeoPhotonics Corporation, Starfire Systems, Inc., and Zia Laser, Inc., and the use of funds for net operating expenses.

On November 19, 2001, we established an asset account line of credit. The asset account line of credit was secured by U.S. government and agency securities. Under the asset account line of credit, we were able to borrow up to $8,000,000. The asset account line of credit could be increased to up to 95 percent of the current value of the U.S. government and agency securities with which we secure the line. The asset account line of credit carried interest at a rate of the Broker Call Rate plus 50 basis points. Our outstanding balance under the asset account line of credit at December 31, 2004, was $0. The Company terminated this line of credit on November 1, 2005.

 
Critical Accounting Policies

The Company's significant accounting policies are described in Note 2 to the Consolidated Financial Statements and in the Footnote to the Consolidated Schedule of Investments. Critical accounting policies are those that are both important to the presentation of our financial condition and results of operations and those that require management’s most difficult, complex or subjective judgments. The Company considers the following accounting policies and related estimates to be critical:

45



Stock-Based Compensation

Determining the appropriate fair-value model and calculating the fair value of share-based awards at the date of grant requires judgment. We use the Black-Scholes option pricing model to estimate the fair value of employee stock options, consistent with the provisions of SFAS No. 123(R). Management uses the Black-Scholes option pricing model because of the lack of the historical option data whichthat is required for use in other, more complex models. Other models may yield fair values that are significantly different from those calculated by the Black-Scholes option pricing model.
 
Option pricing models, including the Black-Scholes model, require the use of subjective input assumptions, including expected volatility, expected life, expected dividend rate, and expected risk-free rate of return. In the Black-Scholes model, variations in the expected volatility or expected term assumptions have a significant impact on fair value. As the volatility or expected term assumptions increase, the fair value of the stock option increases. In the Black-Scholes model, the expected dividend rate and expected risk-free rate of return are not as significant to the calculation of fair value. A higher assumed dividend rate yields a lower fair value, whereas higher assumed interest rates yield higher fair values for stock options.

We use the simplified calculation of expected life described in the SEC’s Staff Accounting Bulletin 107 because of the lack of historical information about option exercise patterns. Future exercise behavior could be materially different than that which is assumed by the model.

Expected volatility is based on the historical fluctuations in the Company's stock. The Company's stock has historically been volatile, which increases the fair value.

47
SFAS No. 123(R) requires us to develop an estimate of the number of share-based awards whichthat will be forfeited owing to employee turnover. Quarterly changes in the estimated forfeiture rate can have a significant effect on reported share-based compensation, as the effect of adjusting the rate for all expense amortization after June 30, 2006,the grant date is recognized in the period the forfeiture estimate is changed. If the actual forfeiture rate proves to be higher than the estimated forfeiture rate, then an adjustment will be made to increase the estimated forfeiture rate, which would result in a decrease to the expense recognized in the financial statements. If the actual forfeiture rate proves to be lower than the estimated forfeiture rate, then an adjustment will be made to decrease the estimated forfeiture rate, which would result in an increase to the expense recognized in the financial statements. Such adjustments would affect our operating expenses and additional paid-in capital, but would have no effect on our net asset value.

46

Valuation of Portfolio Investments

As a business development company, we invest in illiquid securities including debt and equity securities of private companies. These investments are generally subject to restrictions on resale and generally have no established trading market. We value substantially all of our equity investments at fair value as determined in good faith by our Valuation Committee on a quarterly basis. The Valuation Committee, comprised of three or moreall of our non-interested Board members, reviews and approves the valuation of our investments within the valuation procedures established by the Board of Directors. Fair value is generally defined as the amount that an investment could be sold for in an orderly disposition over a reasonable time. Generally, to increase objectivity in valuing our assets, external measures of value, such as public markets or third partythird-party transactions, are utilized whenever possible. Valuation is not based on long-term work-out value, nor immediate liquidation value, nor incremental value for potential changes that may take place in the future. Upon sale of investments, the values that are ultimately realized may be different from what is presently estimated. This difference could be material.

Pension and Post-Retirement Benefit Plan Assumptions

The Company provides a Retiree Medical Benefit Plan for employees who meet certain eligibility requirements. Several statistical and other factors that attempt to anticipate future events are used in calculating the expense and liability values related to our post-retirement benefit plans. These factors include assumptions we make about the discount rate, the rate of increase in healthcare costs, and mortality, among others.

The discount rate reflects the current rate at which the post-retirement benefit liabilities could be effectively settled considering the timing of expected payments for plan participants. In estimating this rate, we consider rates of return on high quality fixed-income investments included in published bond indexes. We consider the Moody’s Aa Corporate Bond Index and the Citigroup Pension Liability Index in the determination of the appropriate discount rate assumptions. The weighted average rate we utilized to measure our post retirement benefit obligation as of December 31, 2006,2007, and to calculate our 20072008 expense was 5.756.55 percent, which is an increase from the 5.55.75 percent rate used in determining the 20062007 expense.



48
Recent Developments — Portfolio Companies

Two of our portfolio companies have been considering with their advisors the possibility of filing for initial public offerings (IPOs) in 2008. There can be no assurance that either of them will file for an IPO in 2008, and a variety of factors, including stock market and general business conditions, could lead either or both of them to terminate such considerations.

On February 2, 2007,January 16, 2008, we made a $350,877$736,019 follow-on investment that has not yet been announced in a privately held tiny technology portfolio company.

On January 31, 2008, we made a $377,580 follow-on investment that has not yet been announced in a privately held tiny technology portfolio company.

On February 6, 2007,1, 2008, we made a $540,000$25,000 follow-on investment that has not yet been announced in a privately held tiny technology portfolio company.

On February 9, 2007,8, 2008, we made a $500,000 follow-on$244,500 new investment in Solazyme,PolyRemedy, Inc.

47

On February 15, 2007,21, 2008, we made a $268,654$1,052,174 follow-on investment that has not yet been announced in a privately held tiny technology portfolio company.

On February 20, 2007,25, 2008, we made a $1,147,826 initial$1,000,001 follow-on investment that has not yet been announced in a privately held tiny technology company.

Late in the first quarter of 2007, one of our portfolio companies decided to curtail its fund-raising efforts and to move to sell its assets. If this company sold all of its assets, we believe that the aggregate net proceeds to us, if any, for our ownership interest would probably be substantially less than the valuation that we placed on our ownership interest in this company as a going concern at December 31, 2006. At December 31, 2006, we valued our ownership interest in this company at slightly more than one percent of our gross assets.


Other Developments

In January 2007, the Company issued 189,990 shares of common stock upon the exercise of employee stock options. The Company received proceeds of $1,920,799.company.

On January 31, 2007, the Company paid the final installment of the 2005 profit-sharing balance to participants totaling $261,661.March 7, 2008, we made a $2,000,000 follow-on investment that has not yet been announced in a privately held tiny technology portfolio company.

In February 2007, the Company issued 136,022 shares of common stock upon the exercise of employee stock options. The Company received proceeds of $1,375,180.

48


Item 7A.Quantitative and Qualitative Disclosures About Market RiskRisk.

Our business activities contain elements of risk. We consider the principal types of market risk to be valuation risk and the risk associated with fluctuations in interest rates. Although we are risk-seeking rather than risk-averse in our investments, we consider the management of risk to be essential to our business.

Value, as defined in Section 2(a)(41) of the 1940 Act, is (i) the market price for those securities for which a market quotation isquotations are readily available and (ii) fair value as determined in good faith by, or under the direction of, the Board of Directors for all other assets. (See the "Valuation Procedures" in the "Footnote to Consolidated Schedule of Investments" contained in "Item 1.8. Consolidated Financial Statements.Statements and Supplementary Data.")

49

Neither our investments nor an investment in us is intended to constitute a balanced investment program.

We have invested a substantial portion of our assets in private development stage or start-up companies. These private businesses tend to be based on new technology and to be thinly capitalized, unproven, small companies that lack management depth and have not attained profitability or have no history of operations. Because of the speculative nature and the lack of a public market for these investments, there is significantly greater risk of loss than is the case with traditional investment securities. We expect that some of our venture capital investments will be a complete loss or will be unprofitable and that some will appear to be likely to become successful but never realize their potential. Even when our private equity investments complete initial public offerings (IPOs), we are normally subject to lock-up agreements for a period of time, and thereafter, the market for the unseasoned publicly traded securities may be relatively illiquid.

Because there is typically no public market for our interests in the small privately held companies in which we invest, the valuation of the equity interests in that portion of our portfolio is determined in good faith by our Valuation Committee, comprised of the independent members of our Board of Directors, in accordance with our Valuation Procedures. In the absence of a readily ascertainable market value, the determined value of our portfolio of equity interests may differ significantly from the values that would be placed on the portfolio if a ready market for the equity interests existed. Any changes in valuation are recorded in our consolidated statements of operations as "Net increase (decrease) in unrealized appreciation on investments." Changes in valuation of any of our investments in privately held companies from one period to another may be volatile.

We also invest in short-term money market instruments, and both short and long-term U.S. government and agency securities. To the extent that we invest in short and long-term U.S. government and agency securities, changes in interest rates may result in changes in the value of these obligations which would result in an increase or decrease of our net asset value. The level of interest rate risk exposure at any given point in time depends on the market environment, the expectations of future price and market movements, and the quantity and duration of both the short and long-term U.S. government and agency securities held by the Company, and it will vary from period to period. If the average interest rate on U. S.U.S. government and agency securities at December 31, 2006,2007, were to increase by 25, 75 and 150 basis points, the weighted average value of these securities held by us at December 31, 2006,2007, would decrease by approximately $285,108, $855,323$144,380, $433,139 and $1,710,645,$866,278, respectively, and our net asset value would decrease correspondingly.

49


Most of our investments are denominated in U.S. dollars. We currently have one investment denominated in Canadian dollars. We are exposed to foreign currency risk related to potential changes in foreign currency exchange rates. The potential loss in fair value on this investment resulting from a 10 percent adverse change in quoted foreign currency exchange rates is $171,644$202,408 at December 31, 2006.2007.

In addition, in the future, we may from time to time opt to borrow money to make investments. Our net investment income will be dependent upon the difference between the rate at which we borrow funds and the rate at which we invest such funds. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income in the event we choose to borrow funds for investing purposes.


50

Item 8.Consolidated Financial Statements and Supplementary DataData.


HARRIS & HARRIS GROUP, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES


The following reports and consolidated financial schedules of Harris & Harris Group, Inc. are filed herewith and included in response to Item 8.

DocumentsPage
 
Management's Report on Internal Control Over Financial Reporting
 
    Financial Reporting52
Report of Independent Registered Public Accounting Firm53
   
Consolidated Financial Statements
 
   
Consolidated Statements of Assets and Liabilities
as of December 31, 2006,2007, and 2005200655
   
Consolidated Statements of Operations for the
years ended December 31, 2007, 2006, 2005 200456
   
Consolidated Statements of Cash Flows for the
years ended December 31, 2007, 2006, 2005, and 2004200557
   
Consolidated Statements of Changes in Net Assets for the
years ended December 31, 2007, 2006, 2005, and 2004200558
   
Consolidated Schedule of Investments as of December 31, 200759-69
Consolidated Schedule of Investments as of December 31, 200659-6670-77
   
Footnote to Consolidated Schedule of Investments as of December 31, 200567-7278-82
   
FootnoteNotes to Consolidated Schedule of InvestmentsFinancial Statements73-7683-102
   
Notes to Consolidated Financial Statements77-93
Financial Highlights for the years ended December 31, 2007, 2006 and 2005
 
   2005 and 200494103


Schedules other than those listed above have been omitted because they are not applicable or the required information is presented in the consolidated financial statements and/or related notes.

51


Management's Report on Internal Control Over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the Company's principal executive and principal financial officers and effected by the Company's Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the Company; and

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness of internal control over financial reporting to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2006.2007. In making its assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on the results of this assessment, management (including our Chief Executive Officer and Chief Financial Officer) has concluded that, as of December 31, 2006,2007, the Company's internal control over financial reporting was effective.

Our management's assessmentThe effectiveness of the effectiveness of ourCompany's internal control over financial reporting as of December 31, 2006, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears on page 53 of this Annual Report on Form 10-K.

52

Report of Independent Registered Public Accounting Firm


 
To the Board of Directors and Shareholders of
Harris & Harris Group, Inc.:

We have completed integrated audits of Harris & Harris Group, Inc.’s consolidated financial statements and of its internal control over financial reporting as of December 31, 2006 in accordance with the standards of the Public Company Accounting Oversight Board (United States). Our opinions, based on our audits, are presented below.

Consolidated financial statements

In our opinion, the accompanying consolidated statements of assets and liabilities including the consolidated schedules of investments, and the related consolidated statements of operations, changes in net assets, cash flows, and the financial statements listed in the accompanying index  highlightspresent fairly, in all material respects, the financial position of Harris & Harris Group, Inc. (the “Company”and its subsidiaries ("the Company") at December 31, 20062007 and December 31, 2005,2006, and the results of its theiroperations, itstheir cash flows, the changes in itstheir net assets, and the financial highlights for each of the three years in the period ended December 31, 20062007, in conformity with accounting principles generally accepted in the United States of America. TheseAlso in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements, are the responsibilityfor maintaining effective internal control over financial reporting and for its assessment of the Company’s management.effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing on page 52 of the 2007 Annual Report to Shareholders. Our responsibility is to express an opinionopinions on these financial statements and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the auditaudits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An auditmisstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements includesincluded examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits which included confirmation of securities at December 31, 2006 by correspondence with the custodian, provide a reasonable basis for our opinion.opinions.

As more fully disclosed in Note 2 of the Notes to Consolidated Financial Statements, the financial statements include investments valued at $53,667,831 (47.1%$78,110,384 (56.5% of net assets) at December 31, 2006,2007, the fair values of which have been estimated by the Board of Directors in the absence of readily ascertainable market values. ThoseThese estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and the differences could be material.

Internal control over financial reporting

Also, in our opinion, management’s assessment, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A, that the Company maintained effective internal control over financial reporting as of December 31, 2006 based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), is fairly stated, in all material respects, based on those criteria. Furthermore, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control - Integrated Framework issued by COSO. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express opinions on management’s assessment and on the effectiveness of the Company’s internal control over financial reporting based on our audit. We conducted our audit of internal control over financial reporting 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 effective internal control over financial reporting was maintained in all material respects. An audit of internal control over financial reporting includes obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we consider necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.

53



A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

53
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
New York, New York
March 15, 200712, 2008
 


54



HARRIS & HARRIS GROUP, INC.
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
 
ASSETS
     
  
December 31, 2006
 
December 31, 2005
 
      
Investments, at value (Cost: $121,331,398 at 12/31/06,     
$134,026,747 at 12/31/05 $112,323,978 $129,438,197 
Cash and cash equivalents  2,071,788  1,213,289 
Restricted funds (Note 6)  2,149,785  1,730,434 
Receivable from portfolio company  0  75,000 
Receivable from broker (Note 3)  819,905  0 
Interest receivable  625,372  248,563 
Prepaid expenses  10,945  2,993 
Other assets  326,817  229,644 
Total assets
 $118,328,590 $132,938,120 
        
        
LIABILITIES & NET ASSETS
       
        
Accounts payable and accrued liabilities (Note 6) $4,115,300 $3,174,183 
Accrued profit sharing (Note 4)  261,661  2,107,858 
Deferred rent  21,326  31,003 
Current taxes payable  0  1,514,967 
Taxes payable on behalf of shareholders (Note 7)  0  8,122,367 
Total liabilities
  4,398,287  14,950,378 
        
Net assets
 $113,930,303 $117,987,742 
        
Net assets are comprised of:
       
Preferred stock, $0.10 par value,       
2,000,000 shares authorized; none issued $0  $ 0 
Common stock, $0.01 par value, 45,000,000 shares authorized at       
12/31/06 and 30,000,000 at 12/31/05; 22,843,757 issued at       
12/31/06 and 22,585,085 issued at 12/31/05  228,438  225,851 
Additional paid in capital (Note 9)  129,801,201  122,149,642 
Accumulated net realized income (loss)  (3,747,912) 3,781,905 
Accumulated unrealized depreciation of investments  (9,007,420) (4,764,125)
Unrecognized net gain on retirement benefit plans (Note 6)  61,527    
Treasury stock, at cost (1,828,740 shares at 12/31/06 and       
12/31/05)  (3,405,531) (3,405,531)
        
Net assets
 $113,930,303 $117,987,742 
        
Shares outstanding
  21,015,017  20,756,345 
        
Net asset value per outstanding share
 
$
5.42
 
$
5.68
 
  
December 31, 2007
 
December 31, 2006
 
      
ASSETS
       
        
Investments, at value (Cost: $142,230,461 at 12/31/07, $121,331,398 at 12/31/06) $138,303,977 $112,323,978 
Cash and cash equivalents  330,009  2,071,788 
Restricted funds (Note 7)  2,667,020  2,149,785 
Receivable from portfolio company  524  0 
Receivable from broker (Note 4)  0  819,905 
Interest receivable  647,337  625,372 
Prepaid expenses  488,667  10,945 
Other assets  455,798  326,817 
Total assets
 $142,893,332 $118,328,590 
        
LIABILITIES & NET ASSETS
       
        
Accounts payable and accrued liabilities (Note 7) $4,515,463 $4,115,300 
Accrued profit sharing (Note 5)  0  261,661 
Deferred rent  14,525  21,326 
Total liabilities
  4,529,988  4,398,287 
        
Net assets
 $138,363,344 $113,930,303 
        
Net assets are comprised of:
       
Preferred stock, $0.10 par value, 2,000,000 shares authorized; none issued
 
$0
 
$0
 
Common stock, $0.01 par value, 45,000,000 shares authorized at 12/31/07 and 12/31/06; 25,143,313 issued at 12/31/07 and 22,843,757 issued at 12/31/06
 
 
251,434
 
 
228,438
 
Additional paid in capital (Note 10)  160,927,691  129,801,201 
Accumulated net realized loss  (15,483,766) (3,686,385)
Accumulated unrealized depreciation of investments  (3,926,484) (9,007,420)
Treasury stock, at cost (1,828,740 shares at 12/31/07 and 12/31/06)  (3,405,531)  (3,405,531)
        
Net assets
 $138,363,344 $113,930,303 
        
Shares outstanding
  23,314,573  21,015,017 
        
Net asset value per outstanding share
 
$
5.93
 
$
5.42
 

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

55



HARRIS & HARRIS GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

 
Year Ended
 
Year Ended
 
Year Ended
  
Year Ended
 
Year Ended
 
Year Ended
 
 
December 31, 2006
 
December 31, 2005
 
December 31, 2004
  
December 31, 2007
 
December 31, 2006
 
December 31, 2005
 
Investment income:
                 
Interest from:                 
Fixed-income securities $2,991,261 $1,409,273 $614,728  $2,705,597 $2,991,261 $1,409,273 
Portfolio companies  0  
65,620
  22,834   0  0  65,620 
Miscellaneous income  37,500  65,969  0   39  37,500  65,969 
Total investment income
  3,028,761  1,540,862  637,562   2,705,636  3,028,761  1,540,862 
                    
Expenses:
                    
Salaries, benefits and stock-based          
compensation (Note 3)  7,933,276  2,459,033  1,928,088 
Salaries, benefits and stock-based compensation (Note 4)  11,435,329  7,933,276  2,459,033 
Administration and operations  1,250,080  1,319,354  718,530   1,432,653  1,250,080  1,319,354 
Profit-sharing provision (Note 4)  50,875  1,796,264  311,594 
Profit-sharing provision (Note 5)  0  50,875  1,796,264 
Professional fees  737,828  830,062  667,311   902,911  737,828  830,062 
Rent  239,846  211,582  151,434   235,998  239,846  211,582 
Directors' fees and expenses  340,750  308,874  209,210   435,060  340,750  308,874 
Depreciation  64,916  64,713  43,151   63,113  64,916  64,713 
Custodian fees  24,125  16,741  17,023   28,115  24,125  16,741 
Total expenses
  10,641,696  7,006,623  4,046,341   14,533,179  10,641,696  7,006,623 
                    
Net operating loss
  (7,612,935) (5,465,761) (3,408,779)  (11,827,543) (7,612,935) (5,465,761)
                    
Net realized gain from investments:
                    
Realized gain from investments  31,338  23,862,037  813,994   118,137  31,338  23,862,037 
Income tax (benefit) expense (Note 7)  (227,355) 9,653,248  (44,509)
Income tax expense (benefit) (Note 8)  87,975  (227,355) 9,653,248 
Net realized gain from investments
  258,693  14,208,789  858,503   30,162  258,693  14,208,789 
                    
Net (increase) decrease in unrealized
          
depreciation on investments:
          
Net decrease (increase) in unrealized depreciation on investments:
          
Change as a result of investment sales  0  
(23,181,420
) 915,118   0  0  (23,181,420)
Change on investments held  (4,418,870) 19,790,298  264,170   5,080,936  (4,418,870) 19,790,298 
Change in unrealized depreciation          
on investments  (4,418,870) (3,391,122) 1,179,288 
Income tax (benefit) expense (Note 7)  0  (1,364,470) 695,126 
Net decrease (increase) in unrealized
          
depreciation on investments
  (4,418,870) (2,026,652) 484,162 
Change in unrealized depreciation on investments  5,080,936  (4,418,870) (3,391,122)
Income tax (benefit) (Note 8)  0  0  (1,364,470)
Net decrease (increase) in unrealized depreciation on investments
  
5,080,936
  
(4,418,870
)
 
(2,026,652
)
                    
Net (decrease) increase in net assets
          
resulting from operations:
          
Net (decrease) increase in net assets resulting from operations:
          
Total
 
$
(11,773,112
)
$
6,716,376
 
$
(2,066,114
)
 
$
(6,716,445
)
$
(11,773,112
)
$
6,716,376
 
Per average basic and diluted outstanding share
 
$
(0.57
)
$
0.36
 
$
(0. 13
)
 
$
(0.30
)      
$
(0.57
)      
$
0.36
 
Average outstanding shares
  
20,759,547
  
18,471,770
  
15,476,714
   
22,393,030
  
20,759,547
  
18,471,770
 


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

56


HARRIS & HARRIS GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS


 
Year Ended
 
Year Ended
 
Year Ended
  
Year Ended
 
Year Ended
 
Year Ended
 
 
December 31, 2006
 
December 31, 2005
 
December 31, 2004
  
December 31, 2007
 
December 31, 2006
 
December 31, 2005
 
Cash flows used in operating activities:
                 
Net (decrease) increase in net assets       
resulting from operations $(11,773,112)$6,716,376 $(2,066,114)
Adjustments to reconcile net increase (decrease) in net assets          
resulting from operations to net cash used in operating activities:          
Net realized and unrealized loss (gain) on investments  4,420,619  (20,470,915) (1,993,282)
Net (decrease) increase in net assets resulting from operations $(6,716,445)$(11,773,112)$6,716,376 
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities:          
Net realized and unrealized (gain) loss on investments  (5,199,073) 4,420,619  (20,470,915)
Deferred income taxes  0  (1,364,470) 695,126   0  0  (1,364,470)
Depreciation and amortization  (426,168) 346,019  43,151   (60,009) (426,168) 346,019 
Taxes payable on behalf of shareholders on deemed dividend  0  8,122,367  0   0  0  8,122,367 
Stock-based compensation expense  5,038,956  0  0   8,050,807  5,038,956  0 
                    
Changes in assets and liabilities:                    
Restricted funds  (419,351) (138,463) (379,893)  (517,235) (419,351) (138,463)
Receivable from portfolio company  75,000  (65,000) (10,000)  (524) 75,000  (65,000)
Interest receivable  (376,808) (189,603) (58,510)  (21,965) (376,808) (189,603)
Income tax receivable  0  (7,023) 14,895   0  0  (7,023)
Prepaid expenses  (7,951) 539,496  (535,648)  (477,722) (7,951) 539,496 
Other receivables  (819,905) 0  0   819,905  (819,905) 0 
Other assets  (176,325) 11,599  (8,666)  (152,012) (176,325) 11,599 
Accounts payable and accrued liabilities  1,002,643  268,525  182,260   400,163  1,002,643  268,525 
Accrued profit sharing  (1,846,197) 1,796,264  311,594   (261,661) (1,846,197) 1,796,264 
Deferred rent  (9,677) (3,927) (4,718)  (6,801) (9,677) (3,927)
Current income tax liability  (9,637,026) 1,524,470  0   0  (9,637,026) 1,524,470 
                    
Net cash used in operating activities
  (14,955,302) (2,914,285) (3,809,805)  (4,142,572) (14,955,302) (2,914,285)
                    
Cash flows from investing activities:
                    
Net (purchase) sale of short-term investments          
and marketable securities  37,593,589  (52,144,482) (17,823,606)
Net (purchase) sale of short-term investments and marketable securities
  (235,754) 37,593,589  (52,144,482)
Investment in private placements and loans  (24,408,187) (16,251,339) (16,731,216)  (20,595,161) (24,408,187) (16,251,339)
Proceeds from sale of investments  28,295  35,392,200  2,530,483   174,669  28,295  35,392,200 
Purchase of fixed assets  (15,086) (45,704) (69,273)  (41,640) (15,086)   (45,704)
                    
Net cash provided by (used in) investing activities
  13,198,611  (33,049,325) (32,093,612)
Net cash (used in) provided by investing activities
  (20,697,886) 13,198,611  (33,049,325)
                    
Cash flows from financing activities:
                    
Proceeds from public offering, net (Note 9)  0  36,526,567  36,128,175 
Proceeds from stock option exercises (Note 3)  2,615,190  0  0 
Proceeds from public offering, net (Note 10)  12,993,168  0  36,526,567 
Proceeds from stock option exercises (Note 4)  10,105,511  2,615,190  0 
                    
Net cash provided by financing activities
  2,615,190  36,526,567  36,128,175   23,098,679  2,615,190  36,526,567 
                    
Net increase in cash and cash equivalents:
          
Net (decrease) increase in cash and cash equivalents:
          
Cash and cash equivalents at beginning of the year  1,213,289  650,332  425,574   2,071,788  1,213,289  650,332 
Cash and cash equivalents at end of the year  2,071,788  1,213,289  650,332   330,009  2,071,788  1,213,289 
                    
Net increase in cash and cash equivalents
 $858,499 $562,957 $224,758 
Net (decrease) increase in cash and cash equivalents
 $(1,741,779)  $858,499 $562,957 
                    
Supplemental disclosures of cash flow information:
                    
Income taxes paid $9,425,922 $0 $0  $80,236 $9,425,922 $0 

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


57




HARRIS & HARRIS GROUP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS


  
Year Ended
 
Year Ended
 
Year Ended
 
  
December 31, 2006
 
December 31, 2005
 
December 31, 2004
 
Changes in net assets from operations:
       
        
Net operating loss $(7,612,935)$(5,465,761)$(3,408,779)
Net realized income (loss) on investments  258,693  14,208,789  858,503 
Net increase (decrease) in unrealized          
depreciation on investments as a          
result of sales  0  (23,181,420) 915,118 
Net (increase) decrease in unrealized          
depreciation on investments held  (4,418,870) 19,790,298  264,170 
Net change in deferred taxes  0  1,364,470  (695,126)
           
Net increase (decrease) in net assets resulting
          
from operations
  (11,773,112) 6,716,376  (2,066,114)
           
           
Changes in net assets from
          
capital stock transactions:
          
           
Issuance of common stock upon the          
exercise of stock options  2,587  0  0 
Proceeds from sale of stock  0  35,075  34,500 
Additional paid in capital on common          
stock issued  2,612,603  36,491,492  36,093,675 
Stock based compensation expense  5,038,956  0  0 
           
           
Net increase in net assets resulting
          
from capital stock transactions
  7,654,146  36,526,567  36,128,175 
           
           
Changes in net assets from adoption
          
of SFAS No. 158
  61,527  0  0 
           
           
Net (decrease) increase in net assets
  (4,057,439) 43,242,943  34,062,061 
           
           
Net Assets:
          
           
Beginning of the year  117,987,742  74,744,799  40,682,738 
           
End of the year $113,930,303 $117,987,742 $74,744,799 
  
Year Ended
 
Year Ended
 
Year Ended
 
  
December 31, 2007
 
December 31, 2006
 
December 31, 2005
 
        
Changes in net assets from operations:
          
           
Net operating loss $(11,827,543)  $(7,612,935)  $(5,465,761)
Net realized gain on investments  30,162  258,693  14,208,789 
Net (increase) in unrealized depreciation on investments as a result of sales  0  0  (23,181,420)
Net decrease (increase) in unrealized depreciation on investments held  5,080,936  (4,418,870) 19,790,298 
Net change in deferred taxes  0  0  1,364,470 
           
Net (decrease) increase in net assets resulting from operations
  (6,716,445) (11,773,112) 6,716,376 
           
Changes in net assets from capital stock transactions:
          
           
Issuance of common stock upon the exercise of stock options  9,996  2,587  0 
Issuance of common stock on offering  13,000  0  35,075 
Additional paid in capital on common stock issued  23,075,683  2,612,603  36,491,492 
Stock-based compensation expense  8,050,807  5,038,956  0 
           
Net increase in net assets resulting from capital stock transactions
  31,149,486  7,654,146  36,526,567 
           
Changes in net assets from adoption of SFAS No. 158
  0  61,527  0 
           
Net increase (decrease) in net assets
  24,433,041  (4,057,439) 43,242,943 
           
Net Assets:
          
           
Beginning of the year  113,930,303  117,987,742  74,744,799 
           
End of the year $138,363,344 $113,930,303 $117,987,742 

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

58
HARRIS & HARRIS GROUP, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS AS OF DECEMBER 31, 2007
  
Method of
 
Shares/
   
  
Valuation (1)
 
Principal
 
Value
 
        
Investments in Unaffiliated Companies (2)(3) – 15.25% of net assets at value
          
           
Private Placement Portfolio (Illiquid) – 15.25% of net assets at value
          
           
BioVex Group, Inc. (4)(5)(6)(7)(8) – Developing novel biologics for treatment of cancer and infectious disease Series
E Convertible Preferred Stock
  (B)  2,799,552 $2,500,000 
           
Exponential Business Development Company (4)(5) — Venture capital partnership focused on early stage companies
Limited Partnership Interest
  (B)  1  2,026 
           
Molecular Imprints, Inc. (4)(5) — Manufacturing nanoimprint lithography capital equipment          
Series B Convertible Preferred Stock  (B)  1,333,333  2,000,000 
Series C Convertible Preferred Stock  (B)  1,250,000  2,389,250 
Warrants at $2.00 expiring 12/31/11  (B)  125,000  110,750 
         4,500,000 
           
Nanosys, Inc. (4)(5)(7) — Developing zero and one-dimensional inorganic nanometer-scale materials and devices          
Series C Convertible Preferred Stock  (B)  803,428  2,370,113 
Series D Convertible Preferred Stock  (B)  1,016,950  3,000,003 
         5,370,116 
           
Nantero, Inc. (4)(5)(7) — Developing a high-density, nonvolatile, random access memory chip, enabled by carbon nanotubes          
Series A Convertible Preferred Stock  (B)  345,070  1,046,908 
Series B Convertible Preferred Stock  (B)  207,051  628,172 
Series C Convertible Preferred Stock  (B)  188,315  571,329 
         2,246,409 

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

59

HARRIS & HARRIS GROUP, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS AS OF DECEMBER 31, 2007

  
Method of
 
Shares/
   
  
Valuation (1)
 
Principal
 
Value
 
        
Investments in Unaffiliated Companies (2)(3) – 15.25% of net assets at value (cont.)
          
           
Private Placement Portfolio (Illiquid) – 15.25% of net assets at value (cont.)
          
           
NeoPhotonics Corporation (4)(5) — Developing and manufacturing optical devices and components          
Common Stock  (B)  716,195 $133,141 
Series 1 Convertible Preferred Stock  (B)  1,831,256  1,831,256 
Series 2 Convertible Preferred Stock  (B)  741,898  741,898 
Series 3 Convertible Preferred Stock  (B)  2,750,000  2,750,000 
Warrants at $0.15 expiring 01/26/10  (B)  16,364  1,325 
Warrants at $0.15 expiring 12/05/10  (B)  14,063  1,139 
         5,458,759 
           
Polatis, Inc. (4)(5)(7)(9) — Developing MEMS-based optical networking components          
Series A-1 Convertible Preferred Stock  (B)  16,775  0 
Series A-2 Convertible Preferred Stock  (B)  71,611  132,653 
Series A-4 Convertible Preferred Stock  (B)  4,774  8,768 
Series A-5 Convertible Preferred Stock  (B)  16,438  135,105 
         276,526 
           
Starfire Systems, Inc. (4)(5)(7) — Producing ceramic-forming polymers          
Common Stock  (B)  375,000  150,000 
Series A-1 Convertible Preferred Stock  (B)  600,000  600,000 
         750,000 
           
Total Unaffiliated Private Placement Portfolio (cost: $21,435,392)
       
$
21,103,836
 
           
Total Investments in Unaffiliated Companies (cost: $21,435,392)
       
$
21,103,836
 
The accompanying notes are an integral part of these consolidated financial statements.

60

HARRIS & HARRIS GROUP, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS AS OF DECEMBER 31, 2007

  
Method of
 
Shares/
   
  
Valuation (1)
 
Principal
 
Value
 
        
Investments in Non-Controlled Affiliated Companies (2)(10) – 38.06% of net assets at value
          
           
Private Placement Portfolio (Illiquid) – 38.06% of net assets at value
          
           
Adesto Technologies Corporation (4)(5)(6)(7) — Developing semiconductor-related products enabled at the nanoscale          
Series A Convertible Preferred Stock  (B)  3,416,149 $1,147,826 
           
Ancora Pharmaceuticals Inc. (4)(5)(6)(7) – Developing synthetic carbohydrates for pharmaceutical markets and for internal drug development programs
          
Series B Convertible Preferred Stock  (B)  909,091  639,062 
Warrants at $1.06 expiring 05/01/08  (B)  754,717  60,377 
         699,439 
           
BridgeLux, Inc. (4)(5)(11) — Manufacturing high-power light emitting diodes          
Series B Convertible Preferred Stock  (B)  1,861,504  2,792,256 
Series C Convertible Preferred Stock  (B)  2,130,699  3,196,050 
Warrants at $0.7136 expiring 02/02/2017  (B)  98,340  138,856 
Warrants at $0.7136 expiring 04/26/2017  (B)  65,560  92,833 
         6,219,995 
           
Cambrios Technologies Corporation (4)(5)(7) — Developing nanowire-enabled electronic materials for the display industry          
Series B Convertible Preferred Stock  (B)  1,294,025  1,294,025 
Series C Convertible Preferred Stock  (B)  1,300,000  1,300,000 
         2,594,025 
           
Chlorogen, Inc. (4)(5)(12) — Developed patented chloroplast technology to produce plant-made proteins          
Series A Convertible Preferred Stock  (B)  4,478,038  0 
Series B Convertible Preferred Stock  (B)  2,077,930  0 
Secured Convertible Bridge Note (including interest)  (B) $176,811  0 
         0 
The accompanying notes are an integral part of these consolidated financial statements.

61

HARRIS & HARRIS GROUP, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS AS OF DECEMBER 31, 2007

  
Method of
 
Shares/
   
  
Valuation (1)
 
Principal
 
Value
 
        
        
Investments in Non-Controlled Affiliated Companies (2)(10) – 38.06% of net assets at value (cont.)
          
           
Private Placement Portfolio (Illiquid) – 38.06% of net assets at value (cont.)
          
           
Crystal IS, Inc. (4)(5)(7) — Developing single-crystal aluminum nitride substrates for optoelectronic devices          
Series A Convertible Preferred Stock  (B)  391,571 $305,425 
Series A-1 Convertible Preferred Stock  (B)  1,300,376  1,014,294 
Warrants at $0.78 expiring 05/05/2013  (B)  15,231  9,550 
Warrants at $0.78 expiring 05/12/2013  (B)  2,350  1,473 
Warrants at $0.78 expiring 08/08/2013  (B)  4,396  
    2,796
 
         1,333,538 
           
CSwitch, Inc. (4)(5)(7)(13) — Developing next-generation, system-on- a-chip solutions for communications-based platforms         
Series A-1 Convertible Preferred Stock  (B)  6,863,118  3,431,559 
Secured Convertible Bridge Note (including interest)  (B) $529,852  541,581 
         3,973,140 
           
D-Wave Systems, Inc. (4)(5)(7)(14) — Developing high- performance quantum computing systems          
Series B Convertible Preferred Stock  (B)  2,000,000  2,226,488 
           
Ensemble Discovery Corporation (4)(5)(6)(7) – Developing DNA Programmed Chemistry for the discovery of new classes of therapeutics and bioassays          
Series B Convertible Preferred Stock  (B)  1,449,275  2,000,000 
           
Innovalight, Inc. (4)(5)(7) – Developing renewable energy products enabled by silicon-based nanomaterials          
Series B Convertible Preferred Stock  (B)  16,666,666  5,718,216 
Series C Convertible Preferred Stock  (B)  5,810,577  1,993,568 
         7,711,784 
The accompanying notes are an integral part of these consolidated financial statements.

62

HARRIS & HARRIS GROUP, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS AS OF DECEMBER 31, 2007

  
Method of
 
Shares/
   
  
Valuation (1)
 
Principal
 
Value
 
        
Investments in Non-Controlled Affiliated Companies (2)(10) – 38.06% of net assets at value (cont.)
          
           
Private Placement Portfolio (Illiquid) – 38.06% of net assets at value (cont.)
          
           
Kereos, Inc. (4)(5)(7) — Developing emulsion-based imaging agents and targeted therapeutics to image and treat cancer and cardiovascular disease          
Series B Convertible Preferred Stock  (B)  545,456 $159,743 
           
Kovio, Inc. (4)(5)(7) — Developing semiconductor products using printed electronics and thin-film technologies          
Series C Convertible Preferred Stock  (B)  2,500,000  3,125,000 
Series D Convertible Preferred Stock  (B)  800,000  1,000,000 
         4,125,000 
           
Lifco, Inc. (4)(5)(6)(7)(15) — Developing energy solutions using nanostructured materials          
Series A Convertible Preferred Stock  (B)  1,208,262  946,528 
           
Mersana Therapeutics, Inc. (4)(5)(7)(16) — Developing advanced polymers for drug delivery          
Series A Convertible Preferred Stock  (B)  68,451  136,902 
Series B Convertible Preferred Stock  (B)  866,500  1,733,000 
Warrants at $2.00 expiring 10/21/10  (B)  91,625  118,380 
         1,988,282 
           
Metabolon, Inc. (4)(5)(7) – Discovering biomarkers through the use of metabolomics    
          
Series B Convertible Preferred Stock  (B)  2,173,913  2,500,000 

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

63

HARRIS & HARRIS GROUP, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS AS OF DECEMBER 31, 2007

  
Method of
 
Shares/
   
  
Valuation (1)
 
Principal
 
Value
 
        
Investments in Non-Controlled Affiliated Companies (2)(10) – 38.06% of net assets at value (cont.)
          
           
Private Placement Portfolio (Illiquid) – 38.06% of net assets at value (cont.)
          
           
NanoGram Corporation (4)(5)(7) — Developing a broad suite of intellectual property utilizing nanoscale materials          
Series I Convertible Preferred Stock  (B)  63,210 $124,524 
Series II Convertible Preferred Stock  (B)  1,250,904  2,464,281 
Series III Convertible Preferred Stock  (B)  1,242,144  2,447,024 
Series IV Convertible Preferred Stock  (B)  432,179  851,393 
         5,887,222 
           
Nanomix, Inc. (4)(5)(7) — Producing nanoelectronic sensors that integrate carbon nanotube electronics with silicon microstructures          
Series C Convertible Preferred Stock  (B)  977,917  330,228 
Series D Convertible Preferred Stock  (B)  6,802,397  680,240 
         1,010,468 
           
NanoOpto Corporation (4)(5)(17) — Manufactured discrete and integrated optical communications sub-components on a chip by utilizing nano manufacturing and nano coating technology
          
Series A-1 Convertible Preferred Stock  (B)  267,857  0 
Series B Convertible Preferred Stock  (B)  3,819,935  0 
Series C Convertible Preferred Stock  (B)  1,932,789  0 
Series D Convertible Preferred Stock  (B)  1,397,218  0 
Warrants at $0.4359 expiring 03/15/10  (B)  193,279  0 
Secured Convertible Bridge Note (including interest)  (B) $268,654  105,714 
         105,714 
           
Nextreme Thermal Solutions, Inc. (4)(5)(7) — Developing thin-film thermoelectric devices for cooling and energy conversion          
Series A Convertible Preferred Stock  (B)  1,750,000  1,750,000 

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

64

HARRIS & HARRIS GROUP, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS AS OF DECEMBER 31, 2007

  
Method of
 
Shares/
   
  
Valuation (1)
 
Principal
 
Value
 
        
Investments in Non-Controlled Affiliated Companies (2)(10) – 38.06% of net assets at value (cont.)
          
           
Private Placement Portfolio (Illiquid) – 38.06% of net assets at value (cont.)
          
           
Questech Corporation (4)(5) — Manufacturing and marketing proprietary metal and stone decorative tiles          
Common Stock  (B)  655,454 $589,259 
Warrants at $1.50 expiring 11/19/08  (B)  5,000  1,085 
Warrants at $1.50 expiring 11/19/09  (B)  5,000  1,910 
         592,254 
           
Siluria Technologies, Inc. (4)(5)(6)(7) – Developing new-generation nanomaterials          
Series S-2 Convertible Preferred Stock  (B)  482,218  160,723 
           
Solazyme, Inc. (4)(5)(7) — Developing energy-harvesting machinery of photosynthetic microbes to produce industrial and pharmaceutical molecules          
Series A Convertible Preferred Stock  (B)  988,204  997,691 
Series B Convertible Preferred Stock  (B)  495,246  500,000 
         1,497,691 
           
Xradia, Inc. (4)(5) – Designing, manufacturing and selling ultra high resolution 3D x-ray microscopes and fluorescence imaging systems          
Series D Convertible Preferred Stock  (B)  3,121,099  4,000,000 
           
Zia Laser, Inc. (4)(5)(18) — Developed quantum dot semiconductor lasers          
Series C Convertible Preferred Stock  (B)  1,500,000  21,329 
           
Total Non-Controlled Private Placement Portfolio (cost: $54,306,393)
       
$
52,651,189
 
           
Total Investments in Non-Controlled Affiliated Companies (cost: $54,306,393)
       
$
52,651,189
 

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

65

HARRIS & HARRIS GROUP, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS AS OF DECEMBER 31, 2007
  
Method of
 
Shares/
   
  
Valuation (1)
 
Principal
 
Value
 
        
Investments in Controlled Affiliated Companies (2)(19) – 3.15% of net assets at value
          
           
Private Placement Portfolio (Illiquid) – 3.15% of net assets at value
          
           
Evolved Nanomaterial Sciences, Inc. (4)(5)(20) — Developed nanoscale-enhanced approaches for the resolution of chiral molecules          
Series A Convertible Preferred Stock  (B)  5,870,021 $0 
           
Phoenix Molecular Corporation (4)(5)(6)(7) – Developing technology to enable the separation of difficult-to-separate materials.          
Common Stock  (B)  1,000  10 
Unsecured Convertible Bridge Note (including interest)  (B) $50,000  50,733 
         50,743 
           
SiOnyx, Inc. (4)(5)(7) — Developing silicon-based optoelectronic products enabled by its proprietary "Black Silicon"          
Series A Convertible Preferred Stock  (B)  233,499  135,686 
Series A-1 Convertible Preferred Stock  (B)  2,966,667  1,723,930 
Series A-2 Convertible Preferred Stock  (B)  4,207,537  2,445,000 
         4,304,616 
           
Total Controlled Private Placement Portfolio (cost: $6,935,743)
       
$
4,355,359
 
           
Total Investments in Controlled Affiliated Companies (cost: $6,935,743)
       
$
4,355,359
 
           
Total Private Placement Portfolio (cost: $82,677,528)
       
$
78,110,384
 

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

66
HARRIS & HARRIS GROUP, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS AS OF DECEMBER 31, 2007
U.S. Government and Agency Securities –43.50% of net assets at value
          
           
U.S. Treasury Bill — due date 02/21/08  (J) $2,750,000 $2,738,725 
U.S. Treasury Notes — due date 02/15/08, coupon 3.375%  (H)  15,005,000  15,006,200 
U.S. Treasury Notes — due date 05/15/08, coupon 3.75%  (H)  9,000,000  9,010,530 
U.S. Treasury Notes — due date 09/15/08, coupon 3.125%  (H)  5,000,000  4,991,800 
U.S. Treasury Notes — due date 01/15/09, coupon 3.25%  (H)  3,000,000  3,005,160 
U.S. Treasury Notes — due date 02/15/09, coupon 4.50%  (H)  5,100,000  5,176,908 
U.S. Treasury Notes — due date 04/15/09, coupon 3.125%  (H)  3,000,000  3,001,410 
U.S. Treasury Notes — due date 07/15/09, coupon 3.625%  (H)  3,000,000  3,023,910 
U.S. Treasury Notes — due date 10/15/09, coupon 3.375%  (H)  3,000,000  3,018,510 
U.S. Treasury Notes — due date 01/15/10, coupon 3.625%  (H)  3,000,000  3,034,680 
U.S. Treasury Notes — due date 04/15/10, coupon 4.00%  (H)  3,000,000  3,060,930 
U.S. Treasury Notes — due date 07/15/10, coupon 3.875%  (H)  3,000,000  3,060,930 
U.S. Treasury Notes — due date 10/15/10, coupon 4.25%  (H)  2,000,000  2,063,900 
           
Total Investments in U.S. Government and Agency Securities (cost: $59,552,933)
       
$
60,193,593
 
           
Total Investments (cost: $142,230,461)
       
$
138,303,977
 
The accompanying notes are an integral part of these consolidated financial statements.

67

HARRIS & HARRIS GROUP, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS AS OF DECEMBER 31, 20062007


  
Method of
 
Shares/
   
  
Valuation (3)
 
Principal
 
Value
 
        
        
Investments in Unaffiliated Companies (6)(7) - 15.61% of net assets
       
        
Private Placement Portfolio (Illiquid) - 15.61% of net assets
       
        
        
AlphaSimplex Group, LLC (2) -- Investment management company headed by       
Dr. Andrew W. Lo, holder of the Harris & Harris Group Chair at MIT         
Limited Liability Company Interest  (B) -- $10,521 
  ��        
           
           
Exponential Business Development Company (1)(2) --          
Venture capital partnership focused on early stage companies          
Limited Partnership Interest  (B) --  0 
           
           
           
Molecular Imprints, Inc. (1)(2) -- Manufacturing nanoimprint lithography          
capital equipment          
Series B Convertible Preferred Stock  (A) 1,333,333  2,000,000 
Series C Convertible Preferred Stock  (A) 1,250,000  2,500,000 
Warrants at $2.00 expiring12/31/11  (B) 125,000  0 
         4,500,000 
           
           
Nanosys, Inc. (1)(2)(5) -- Developing zero and one-dimensional          
inorganic nanometer-scale materials for use in nanotechnology-          
enabled systems          
Series C Convertible Preferred Stock  (C) 803,428  2,370,113 
Series D Convertible Preferred Stock  (C) 1,016,950  3,000,003 
         5,370,116 
           
           
Nantero, Inc. (1)(2)(5) -- Developing a high-density, nonvolatile, random          
access memory chip, enabled by carbon nanotubes          
Series A Convertible Preferred Stock  (C) 345,070  1,046,908 
Series B Convertible Preferred Stock  (C) 207,051  628,172 
Series C Convertible Preferred Stock  (C) 188,315  571,329 
         2,246,409 

Notes to Consolidated Schedule of Investments

(1)See Footnote to Consolidated Schedule of Investments on page 78 for a description of the Valuation Procedures.

(2)Investments in unaffiliated companies consist of investments in which we own less than five percent of the voting shares of the portfolio company. Investments in non-controlled affiliated companies consist of investments in which we own five percent or more, but less than 25 percent, of the voting shares of the portfolio company, or where we hold one or more seats on the portfolio company’s Board of Directors but do not control the company. Investments in controlled affiliated companies consist of investments in which we own 25 percent or more of the voting shares of the portfolio company or otherwise control the company.

(3)The aggregate cost for federal income tax purposes of investments in unaffiliated companies is $21,435,392. The gross unrealized appreciation based on the tax cost for these securities is $1,732,194. The gross unrealized depreciation based on the tax cost for these securities is $2,063,750.

(4)Legal restrictions on sale of investment.

(5)Represents a non-income producing security. Equity investments that have not paid dividends within the last 12 months are considered to be non-income producing.

(6)Initial investment was made during 2007.

(7)These investments are development stage companies. A development stage company is defined as a company that is devoting substantially all of its efforts to establishing a new business, and either it has not yet commenced its planned principal operations, or it has commenced such operations but has not realized significant revenue from them.

(8)With our purchase of Series E Convertible Preferred Stock of BioVex, we received a warrant to purchase a number of shares of common stock of BioVex as determined by dividing 624,999.99 by the price per share at which the common stock is offered and sold to the public in connection with the initial public offering.  The ability to exercise this warrant is therefore contingent on BioVex completing successfully an initial public offering before the expiration date of the warrant of September 27, 2012. The exercise price of this warrant shall be 110 percent of the initial public offering price.

(9)Continuum Photonics, Inc., merged with Polatis, Ltd., to form Polatis, Inc.
The accompanying notes are an integral part of these consolidated financial statements.

5968
HARRIS & HARRIS GROUP, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS AS OF DECEMBER 31, 2007
(10)The aggregate cost for federal income tax purposes of investments in non-controlled affiliated companies is $54,306,393. The gross unrealized appreciation based on the tax cost for these securities is $10,915,201. The gross unrealized depreciation based on the tax cost for these securities is $12,570,405.

(11)BridgeLux, Inc., was previously named eLite Optoelectronics, Inc.

(12)On November 30, 2007, Chlorogen filed a Certificate of Dissolution with the state of Delaware. 

(13)With our investment in a secured convertible bridge note issued by CSwitch, we received a warrant to purchase a number of shares of the class of stock sold in the next financing of CSwitch equal to $529,322.36, the principal of the note, divided by the lowest price per share of the class of stock sold in the next financing of CSwitch.  The ability to exercise this warrant is therefore contingent on CSwitch completing successfully a subsequent round of financing.  The warrant will expire five years from the date of the close of the next round of financing.  The cost basis of this warrant is $529.32.

(14)D-Wave Systems, Inc., is located and is doing business primarily in Canada. We invested in D-Wave Systems, Inc., through D-Wave USA, a Delaware company. Our investment is denominated in Canadian dollars and is subject to foreign currency translation. See "Note 2. Summary of Significant Accounting Policies."

(15)On February 28, 2008, Lifco, Inc., merged with CFX Battery, Inc., to form CFX Battery, Inc. 

(16)Mersana Therapeutics, Inc., was previously named Nanopharma Corp.

(17)On July 19, 2007, NanoOpto Corporation sold its assets to API Nanotronics, Inc.

(18)On November 30, 2006, the assets of Zia Laser, Inc., were acquired by Innolume, Inc.

(19)The aggregate cost for federal income tax purposes of investments in controlled affiliated companies is $6,935,743. The gross unrealized appreciation based on the tax cost for these securities is $219,616. The gross unrealized depreciation based on the tax cost for these securities is $2,800,000.

(20)On September 30, 2007, Evolved Nanomaterial Sciences, Inc., filed for Chapter 7 bankruptcy.
The accompanying notes are an integral part of this consolidated schedule.

69
HARRIS & HARRIS GROUP, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS AS OF DECEMBER 31, 2006
  
Method of
Valuation (3)
 
Shares/
Principal
 
Value
 
        
Investments in Unaffiliated Companies (6)(7) – 15.61% of net assets
          
           
Private Placement Portfolio (Illiquid) – 15.61% of net assets
          
           
AlphaSimplex Group, LLC (2) — Investment management company headed by          
Dr. Andrew W. Lo, holder of the Harris & Harris Group Chair at MIT
Limited Liability Company Interest
  (B)  — $10,521 
           
Exponential Business Development Company (1)(2) —          
Venture capital partnership focused on early stage companies
Limited Partnership Interest
  (B)  —  0 
           
Molecular Imprints, Inc. (1)(2) — Manufacturing nanoimprint lithography capital equipment          
Series B Convertible Preferred Stock  (A)  1,333,333  2,000,000 
Series C Convertible Preferred Stock  (A)  1,250,000  2,500,000 
Warrants at $2.00 expiring12/31/11  (B)  125,000  0 
         4,500,000 
           
Nanosys, Inc. (1)(2)(5) — Developing zero and one-dimensional inorganic nanometer-scale materials for use in nanotechnology- enabled systems          
Series C Convertible Preferred Stock  (C)  803,428  2,370,113 
Series D Convertible Preferred Stock  (C)  1,016,950  3,000,003 
         5,370,116 
           
Nantero, Inc. (1)(2)(5) — Developing a high-density, nonvolatile, random access memory chip, enabled by carbon nanotubes          
Series A Convertible Preferred Stock  (C)  345,070  1,046,908 
Series B Convertible Preferred Stock  (C)  207,051  628,172 
Series C Convertible Preferred Stock  (C)  188,315  571,329 
         2,246,409 
The accompanying notes are an integral part of these consolidated financial statements.

70

HARRIS & HARRIS GROUP, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS AS OF DECEMBER 31, 2006


  
Method of
Valuation (3)
 
Shares/
Principal
 
Value
 
        
Investments in Unaffiliated Companies (6)(7) – 15.61% of net assets (cont.)
          
           
Private Placement Portfolio (Illiquid) – 15.61% of net assets (cont.)
          
           
NeoPhotonics Corporation (1)(2) — Developing and manufacturing planar optical devices and components          
Common Stock  (C)  716,195 $133,141 
Series 1 Convertible Preferred Stock  (C)  1,831,256  1,831,256 
Series 2 Convertible Preferred Stock  (C)  741,898  741,898 
Series 3 Convertible Preferred Stock  (C)  2,750,000  2,750,000 
Warrants at $0.15 expiring 01/26/10  (C)  16,364  164 
Warrants at $0.15 expiring 12/05/10  (C)  14,063  140 
         5,456,599 
           
Polatis, Inc. (1)(2)(5)(10) — Developing optical networking components by merging materials, MEMS and electronics technologies          
Series A-1 Convertible Preferred Stock  (B)  16,775  0 
Series A-2 Convertible Preferred Stock  (B)  71,611  141,520 
Series A-4 Convertible Preferred Stock  (B)  4,774  9,435 
Series A-5 Convertible Preferred Stock  (B)  5,491  45,127 
           
         196,082 
           
Total Unaffiliated Private Placement Portfolio (cost: $18,107,124)
       
$
17,779,727
 
           
Total Investments in Unaffiliated Companies (cost: $18,107,124)
       
$
17,779,727
 
  
Method of
 
Shares/
 
 
 
  
Valuation (3)
 
Principal
 
Value
 
        
Investments in Unaffiliated Companies (6)(7) - 15.61% of net assets (cont.)
       
        
Private Placement Portfolio (Illiquid) - 15.61% of net assets (cont.)
       
        
        
NeoPhotonics Corporation (1)(2) -- Developing and manufacturing       
planar optical devices and components         
Common Stock  (C) 716,195 $133,141 
Series 1 Convertible Preferred Stock  (C) 1,831,256  1,831,256 
Series 2 Convertible Preferred Stock  (C) 741,898  741,898 
Series 3 Convertible Preferred Stock  (C) 2,750,000  2,750,000 
Warrants at $0.15 expiring 01/26/10  (C) 16,364  164 
Warrants at $0.15 expiring 12/05/10  (C) 14,063  140 
         5,456,599 
           
           
Polatis, Inc. (1)(2)(5)(10) -- Developing optical networking components          
by merging materials, MEMS and electronics technologies          
Series A-1 Convertible Preferred Stock  (B) 16,775  0 
Series A-2 Convertible Preferred Stock  (B) 71,611  141,520 
Series A-4 Convertible Preferred Stock  (B) 4,774  9,435 
Series A-5 Convertible Preferred Stock  (B) 5,491  45,127 
           
         196,082 
           
           
           
Total Unaffiliated Private Placement Portfolio (cost: $18,107,124)
       
$
17,779,727
 
           
Total Investments in Unaffiliated Companies (cost: $18,107,124)
       
$
17,779,727
 
           

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

6071


HARRIS & HARRIS GROUP, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS AS OF DECEMBER 31, 2006

  
Method of
 
Shares/
 
 
 
  
Valuation (3)
 
Principal
 
Value
 
        
        
Investments in Non-Controlled Affiliated Companies (6)(8) -28.20% of net assets
       
        
Private Placement Portfolio (Illiquid) - 28.20% of net assets
       
        
        
BridgeLux, Inc. (1)(2)(11) -- Manufacturing high-power light       
emitting diodes         
Series B Convertible Preferred Stock  (A) 1,861,504 $1,000,000 
           
           
           
Cambrios Technologies Corporation (1)(2)(5) -- Developing nanowire-          
enabled electronic materials for the display industry          
Series B Convertible Preferred Stock  (A) 1,294,025  1,294,025 
           
           
           
Chlorogen, Inc. (1)(2)(5) -- Developing patented chloroplast technology          
to produce plant-made proteins          
Series A Convertible Preferred Stock  (C) 4,478,038  785,000 
Series B Convertible Preferred Stock  (C) 2,077,930  364,261 
Secured Convertible Bridge Note (including interest)  (A)$221,438  225,697 
         1,374,958 
           
           
           
Crystal IS, Inc. (1)(2)(5) -- Developing single-crystal          
aluminum nitride substrates for optoelectronic devices          
Series A Convertible Preferred Stock  (C) 391,571  305,425 
Series A-1 Convertible Preferred Stock  (C) 1,300,376  1,014,294 
Warrants at $0.78 expiring 05/05/2013  (B) 15,231  0 
Warrants at $0.78 expiring 05/12/2013  (B) 2,350  0 
Warrants at $0.78 expiring 08/08/2013  (B) 4,396  0 
         1,319,719 
           
           
           
CSwitch, Inc. (1)(2)(5) -- Developing next-generation, system-on-a-chip          
solutions for communications-based platforms          
Series A-1 Convertible Preferred Stock  (C) 6,700,000  3,350,000 
           

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

61


HARRIS & HARRIS GROUP, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS AS OF DECEMBER 31, 2006


  
Method of
Valuation (3)
 
Shares/
Principal
 
Value
 
        
Investments in Non-Controlled Affiliated Companies (6)(8) – 28.20% of net assets
          
           
Private Placement Portfolio (Illiquid) – 28.20% of net assets
          
           
BridgeLux, Inc. (1)(2)(11) — Manufacturing high-power light emitting diodes          
Series B Convertible Preferred Stock  (A)  1,861,504 $1,000,000 
           
Cambrios Technologies Corporation (1)(2)(5) — Developing nanowire- enabled electronic materials for the display industry          
Series B Convertible Preferred Stock  (A)  1,294,025  1,294,025 
           
Chlorogen, Inc. (1)(2)(5) — Developing patented chloroplast technology to produce plant-made proteins          
Series A Convertible Preferred Stock  (C)  4,478,038  785,000 
Series B Convertible Preferred Stock  (C)  2,077,930  364,261 
Secured Convertible Bridge Note (including interest)  (A) $221,438  225,697 
         1,374,958 
           
Crystal IS, Inc. (1)(2)(5) — Developing single-crystal aluminum nitride substrates for optoelectronic devices          
Series A Convertible Preferred Stock  (C) 
 
391,571
 
 
305,425 
Series A-1 Convertible Preferred Stock
 
 
(C)  1,300,376  1,014,294 
Warrants at $0.78 expiring 05/05/2013  (B)  15,231  0 
Warrants at $0.78 expiring 05/12/2013  (B)  2,350  0 
Warrants at $0.78 expiring 08/08/2013  (B)  4,396  0 
         1,319,719 
           
CSwitch, Inc. (1)(2)(5) — Developing next-generation, system-on-a-chip solutions for communications-based platforms          
Series A-1 Convertible Preferred Stock  (C)  6,700,000  3,350,000 
  
Method of
 
Shares/
   
  
Valuation (3)
 
Principal
 
Value
 
        
        
Investments in Non-Controlled Affiliated Companies (6)(8) - 28.20% of net assets (cont.)
       
        
Private Placement Portfolio (Illiquid) - 28.20% of net assets (cont.)
       
        
        
D-Wave Systems, Inc. (1)(2)(4)(5)(13) -- Developing high-performance       
quantum computing systems         
Series B Convertible Preferred Stock  (A) 2,000,000 $1,716,444 
Warrants at $0.85 expiring 10/19/07  (B) 1,800,000  0 
         1,716,444 
           
           
Innovalight, Inc. (1)(2)(4)(5) - Developing renewable energy products          
enabled by silicon-based nanomaterials          
Series B Convertible Preferred Stock  (A) 16,666,666  2,500,000 
           
           
           
Kereos, Inc. (1)(2)(5) -- Developing emulsion-based imaging          
agents and targeted therapeutics to image and treat cancer          
and cardiovascular disease          
Series B Convertible Preferred Stock  (A) 349,092  960,000 
           
           
           
Kovio, Inc. (1)(2)(5) -- Developing semiconductor products          
using printed electronics and thin-film technologies          
Series C Convertible Preferred Stock  (A) 2,500,000  3,000,000 
           
           
           
Mersana Therapeutics, Inc. (1)(2)(5)(12) -- Developing advanced          
polymers for drug delivery          
Series A Convertible Preferred Stock  (C) 68,452  136,904 
Series B Convertible Preferred Stock  (C) 616,500  1,233,000 
Warrants at $2.00 expiring 10/21/10  (B) 91,625  0 
         1,369,904 
           
           
Metabolon, Inc. (1)(2)(4)(5) - Discovering biomarkers through          
the use of metabolomics          
Series B Convertible Preferred Stock  (A) 2,173,913  2,500,000 


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

6272


HARRIS & HARRIS GROUP, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS AS OF DECEMBER 31, 2006

  
Method of
 
Shares/
   
  
Valuation (3)
 
Principal
 
Value
 
        
Investments in Non-Controlled Affiliated Companies (6)(8) - 28.20% of net assets (cont.)
       
        
Private Placement Portfolio (Illiquid) - 28.20% of net assets (cont.)
       
        
        
NanoGram Corporation (1)(2)(5) -- Developing a broad suite of intellectual       
property utilizing nanotechnology         
Series I Convertible Preferred Stock  (C) 63,210 $64,259 
Series II Convertible Preferred Stock  (C) 1,250,904  1,271,670 
Series III Convertible Preferred Stock  (C) 1,242,144  1,262,764 
         2,598,693 
           
           
Nanomix, Inc. (1)(2)(5) -- Producing nanoelectronic sensors that          
integrate carbon nanotube electronics with silicon microstructures          
Series C Convertible Preferred Stock  (B) 9,779,181  790,000 
           
           
           
NanoOpto Corporation (1)(2)(5) -- Manufacturing discrete and integrated          
optical communications sub-components on a chip by utilizing          
nano manufacturing and nano coating technology          
Series A-1 Convertible Preferred Stock  (B) 267,857  16,400 
Series B Convertible Preferred Stock  (B) 3,819,935  560,328 
Series C Convertible Preferred Stock  (B) 1,932,789  425,266 
Series D Convertible Preferred Stock  (B) 1,397,218  204,951 
Warrants at $0.4359 expiring 03/15/10  (B) 193,279  0 
         1,206,945 
           
           
Nextreme Thermal Solutions, Inc. (1)(2)(5) -- Developing thin-film          
thermoelectric devices          
Series A Convertible Preferred Stock  (A) 1,000,000  1,000,000 
           
           
           
Questech Corporation (1)(2) -- Manufacturing and marketing          
proprietary metal and stone decorative tiles          
Common Stock  (B) 655,454  996,683 
Warrants at $1.50 expiring 11/21/07  (B) 3,750  77 
Warrants at $1.50 expiring 11/19/08  (B) 5,000  103 
Warrants at $1.50 expiring 11/19/09  (B) 5,000  103 
         996,966 
 
 
Method of
Valuation (3)
 
Shares/
Principal
 
Value
 
        
        
Investments in Non-Controlled Affiliated Companies (6)(8) – 28.20% of net assets (cont.)
          
           
Private Placement Portfolio (Illiquid) – 28.20% of net assets (cont.)
          
 
 
 
 
 
 
 
 
 
 
 
D-Wave Systems, Inc. (1)(2)(4)(5)(13) — Developing high-performance quantum computing systems          
Series B Convertible Preferred Stock  (A)  2,000,000 $1,716,444 
Warrants at $0.85 expiring 10/19/07  (B)  1,800,000  0 
         1,716,444 
           
Innovalight, Inc. (1)(2)(4)(5) - Developing renewable energy products enabled by silicon-based nanomaterials          
Series B Convertible Preferred Stock  (A)  16,666,666  2,500,000 
           
Kereos, Inc. (1)(2)(5) — Developing emulsion-based imaging agents and targeted therapeutics to image and treat cancer and cardiovascular disease          
Series B Convertible Preferred Stock  (A)  349,092  960,000 
           
Kovio, Inc. (1)(2)(5) — Developing semiconductor products using printed electronics and thin-film technologies          
Series C Convertible Preferred Stock  (A)  2,500,000  3,000,000 
           
Mersana Therapeutics, Inc. (1)(2)(5)(12) — Developing advanced polymers for drug delivery          
Series A Convertible Preferred Stock  (C)  68,452  136,904 
Series B Convertible Preferred Stock  (C)  616,500  1,233,000 
Warrants at $2.00 expiring 10/21/10  (B)  91,625  0 
         1,369,904 
           
Metabolon, Inc. (1)(2)(4)(5) - Discovering biomarkers through the use of metabolomics          
Series B Convertible Preferred Stock  (A)  2,173,913  2,500,000 


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

6373


HARRIS & HARRIS GROUP, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS AS OF DECEMBER 31, 2006

  
Method of
 
Shares/
   
  
Valuation (3)
 
Principal
 
Value
 
        
        
Investments in Non-Controlled Affiliated Companies (6)(8) - 28.20% of net assets (cont.)
       
        
Private Placement Portfolio (Illiquid) - 28.20% of net assets (cont.)
       
        
        
Solazyme, Inc. (1)(2)(5) -- Developing energy-harvesting       
machinery of photosynthetic microbes to produce industrial         
and pharmaceutical molecules         
Series A Convertible Preferred Stock  (C) 988,204 $385,400 
           
           
           
Starfire Systems, Inc. (1)(2)(5) --Producing ceramic-forming polymers          
Common Stock  (A) 375,000  150,000 
Series A-1 Convertible Preferred Stock  (C) 600,000  600,000 
         750,000 
           
           
Xradia, Inc. (1)(2)(4) - Designing, manufacturing and selling ultra high          
resolution 3D x-ray microscopes and fluorescence imaging systems.          
Series D Convertible Preferred Stock  (A) 3,121,099  4,000,000 
           
           
           
Zia Laser, Inc. (1)(2)(5) -- Developing quantum dot semiconductor lasers          
Series C Convertible Preferred Stock  (C) 1,500,000  15,000 
           
           
           
           
Total Non-Controlled Private Placement Portfolio (cost: $39,571,676)
       
$
32,128,054
 
           
Total Investments in Non-Controlled Affiliated Companies (cost: $39,571,676)
       
$
32,128,054
 
 
 
Method of
Valuation (3)
 
Shares/
Principal
 
Value
 
        
Investments in Non-Controlled Affiliated Companies (6)(8) – 28.20% of net assets (cont.)
          
           
Private Placement Portfolio (Illiquid) – 28.20% of net assets (cont.)
          
           
NanoGram Corporation (1)(2)(5) — Developing a broad suite of intellectual property utilizing nanotechnology          
Series I Convertible Preferred Stock  (C)  63,210 $64,259 
Series II Convertible Preferred Stock  (C)  1,250,904  1,271,670 
Series III Convertible Preferred Stock  (C)  1,242,144  1,262,764 
         2,598,693 
           
Nanomix, Inc. (1)(2)(5) — Producing nanoelectronic sensors that integrate carbon nanotube electronics with silicon microstructures          
Series C Convertible Preferred Stock  (B)  9,779,181  790,000 
           
NanoOpto Corporation (1)(2)(5) — Manufacturing discrete and integrated optical communications sub-components on a chip by utilizing nano manufacturing and nano coating technology          
Series A-1 Convertible Preferred Stock  (B)  267,857  16,400 
Series B Convertible Preferred Stock  (B)  3,819,935  560,328 
Series C Convertible Preferred Stock  (B)  1,932,789  425,266 
Series D Convertible Preferred Stock  (B)  1,397,218  204,951 
Warrants at $0.4359 expiring 03/15/10  (B)  193,279  0 
         1,206,945 
           
Nextreme Thermal Solutions, Inc. (1)(2)(5) — Developing thin-film thermoelectric devices          
Series A Convertible Preferred Stock  (A)  1,000,000  1,000,000 
           
Questech Corporation (1)(2) — Manufacturing and marketing proprietary metal and stone decorative tiles          
Common Stock  (B)  655,454  996,683 
Warrants at $1.50 expiring 11/21/07  (B)  3,750  77 
Warrants at $1.50 expiring 11/19/08  (B)  5,000  103 
Warrants at $1.50 expiring 11/19/09  (B)  5,000  103 
         996,966 


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

6474

HARRIS & HARRIS GROUP, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS AS OF DECEMBER 31, 2006

 
 
Method of
Valuation (3)
 
Shares/
Principal
 
Value
 
        
Investments in Non-Controlled Affiliated Companies (6)(8) – 28.20% of net assets (cont.)
          
           
Private Placement Portfolio (Illiquid) – 28.20% of net assets (cont.)
          
           
Solazyme, Inc. (1)(2)(5) — Developing energy-harvesting machinery of photosynthetic microbes to produce industrial and pharmaceutical molecules          
Series A Convertible Preferred Stock  (C)  988,204 $385,400 
           
Starfire Systems, Inc. (1)(2)(5) —Producing ceramic-forming polymers          
Common Stock  (A)  375,000  150,000 
Series A-1 Convertible Preferred Stock  (C)  600,000  600,000 
         750,000 
           
Xradia, Inc. (1)(2)(4) - Designing, manufacturing and selling ultra high resolution 3D x-ray microscopes and fluorescence imaging systems.          
Series D Convertible Preferred Stock  (A)  3,121,099  4,000,000 
           
Zia Laser, Inc. (1)(2)(5) — Developing quantum dot semiconductor lasers          
Series C Convertible Preferred Stock  (C)  1,500,000  15,000 
           
Total Non-Controlled Private Placement Portfolio (cost: $39,571,676)
       
$
32,128,054
 
           
Total Investments in Non-Controlled Affiliated Companies (cost: $39,571,676)
       
$
32,128,054
 
The accompanying notes are an integral part of these consolidated financial statements.

75

HARRIS & HARRIS GROUP, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS AS OF DECEMBER 31, 2006

  
Method of
 
Shares/
   
  
Valuation (3)
 
Principal
 
Value
 
        
Investments in Controlled Affiliated Companies (6)(9) - 3.30% of net assets
       
        
Private Placement Portfolio (Illiquid) - 3.30% of net assets
       
        
        
Evolved Nanomaterial Sciences, Inc. (1)(2)(4)(5) -- Developing       
nanotechnology-enhanced approaches for the resolution of         
chiral molecules         
Series A Convertible Preferred Stock  (A) 5,870,021 $2,800,000 
           
           
SiOnyx, Inc. (1)(2)(4)(5) -- Developing silicon-based          
optoelectronic products enabled by its proprietary, "Black Silicon"          
Series A Convertible Preferred Stock  (C) 233,499  70,050 
Series A-1 Convertible Preferred Stock  (C) 2,966,667  890,000 
         960,050 
           
           
Total Controlled Private Placement Portfolio (cost: $4,440,000)
       
$
3,760,050
 
           
Total Investments in Controlled Affiliated Companies (cost: $4,440,000)
       
$
3,760,050
 
           
           
U.S. Government and Agency Securities - 51.48% of net assets
          
           
U.S. Treasury Bill -- due date 1/18/07  (J) 2,217,000  2,212,677 
U.S. Treasury Notes -- due date 11/30/07, coupon 4.25%  (H) 6,500,000  6,455,345 
U.S. Treasury Notes -- due date 02/15/08, coupon 3.375%  (H) 9,000,000  8,842,860 
U.S. Treasury Notes -- due date 05/15/08, coupon 3.75%  (H) 9,000,000  8,862,210 
U.S. Treasury Notes -- due date 09/15/08, coupon 3.125%  (H) 5,000,000  4,861,350 
U.S. Treasury Notes -- due date 01/15/09, coupon 3.25%  (H) 3,000,000  2,910,930 
U.S. Treasury Notes -- due date 02/15/09, coupon 4.50%  (H) 5,100,000  5,069,145 
U.S. Treasury Notes -- due date 04/15/09, coupon 3.125%  (H) 3,000,000  2,893,830 
U.S. Treasury Notes -- due date 07/15/09, coupon 3.625%  (H) 3,000,000  2,920,890 
U.S. Treasury Notes -- due date 10/15/09, coupon 3.375%  (H) 3,000,000  2,894,310 
U.S. Treasury Notes -- due date 01/15/10, coupon 3.625%  (H) 3,000,000  2,907,420 
U.S. Treasury Notes -- due date 04/15/10, coupon 4.00%  (H) 3,000,000  2,935,560 
U.S. Treasury Notes -- due date 07/15/10, coupon 3.875%  (H) 3,000,000  2,920,560 
U.S. Treasury Notes -- due date 10/15/10, coupon 4.25%  (H) 2,000,000  1,969,060 
           
           
Total Investments in U.S. Government and Agency Securities (cost: $59,212,598)
       
$
58,656,147
 
           
Total Investments (cost: $121,331,398)
       
$
112,323,978
 
 
 
Method of
Valuation (3)
 
Shares/
Principal
 
Value
 
        
Investments in Controlled Affiliated Companies (6)(9) – 3.30% of net assets
          
           
Private Placement Portfolio (Illiquid) – 3.30% of net assets
          
           
Evolved Nanomaterial Sciences, Inc. (1)(2)(4)(5) — Developing nanotechnology-enhanced approaches for the resolution of chiral molecules          
Series A Convertible Preferred Stock  (A)  5,870,021 $2,800,000 
           
SiOnyx, Inc. (1)(2)(4)(5) — Developing silicon-based optoelectronic products enabled by its proprietary, "Black Silicon"          
Series A Convertible Preferred Stock  (C)  233,499  70,050 
Series A-1 Convertible Preferred Stock  (C)  2,966,667  890,000 
         960,050 
           
Total Controlled Private Placement Portfolio (cost: $4,440,000)
       
$
3,760,050
 
           
Total Investments in Controlled Affiliated Companies (cost: $4,440,000)
       
$
3,760,050
 
           
U.S. Government and Agency Securities – 51.48% of net assets
          
           
U.S. Treasury Bill — due date 1/18/07  (J)  2,217,000  2,212,677 
U.S. Treasury Notes — due date 11/30/07, coupon 4.25%  (H)  6,500,000  6,455,345 
U.S. Treasury Notes — due date 02/15/08, coupon 3.375%  (H)  9,000,000  8,842,860 
U.S. Treasury Notes — due date 05/15/08, coupon 3.75%  (H)  9,000,000  8,862,210 
U.S. Treasury Notes — due date 09/15/08, coupon 3.125%  (H)  5,000,000  4,861,350 
U.S. Treasury Notes — due date 01/15/09, coupon 3.25%  (H)  3,000,000  2,910,930 
U.S. Treasury Notes — due date 02/15/09, coupon 4.50%  (H)  5,100,000  5,069,145 
U.S. Treasury Notes — due date 04/15/09, coupon 3.125%  (H)  3,000,000  2,893,830 
U.S. Treasury Notes — due date 07/15/09, coupon 3.625%  (H)  3,000,000  2,920,890 
U.S. Treasury Notes — due date 10/15/09, coupon 3.375%  (H)  3,000,000  2,894,310 
U.S. Treasury Notes — due date 01/15/10, coupon 3.625%  (H)  3,000,000  2,907,420 
U.S. Treasury Notes — due date 04/15/10, coupon 4.00%  (H)  3,000,000  2,935,560 
U.S. Treasury Notes — due date 07/15/10, coupon 3.875%  (H)  3,000,000  2,920,560 
U.S. Treasury Notes — due date 10/15/10, coupon 4.25%  (H)  2,000,000  1,969,060 
           
Total Investments in U.S. Government and Agency Securities (cost: $59,212,598)
       
$
58,656,147
 
           
Total Investments (cost: $121,331,398)
       
$
112,323,978
 

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


6576



HARRIS & HARRIS GROUP, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS AS OF DECEMBER 31, 2006

Notes to Consolidated Schedule of Investments

(1)Represents a non-income producing security. Equity investments that have not paid dividends within the last 12 months are considered to be non-income producing.

(2)Legal restrictions on sale of investment.

(3)See Footnote to Schedule of Investments for a description of the Valuation Procedures.

(4)Initial investment was made during 2006.

(5)These investments are development stage companies. A development stage company is defined as a company that is devoting substantially all of its efforts to establishing a new business, and either it has not yet commenced its planned principal operations, or it has commenced such operations but has not realized significant revenue from them.

(6)Investments in unaffiliated companies consist of investments in which we own less than five percent of the voting shares of the portfolio company. Investments in non-controlled affiliated companies consist of investments in which we own five percent or more, but less than 25 percent, of the voting shares of the portfolio company or where we hold one or more seats on the portfolio company’s Board of Directors. Investments in controlled affiliated companies consist of investments in which we own 25 percent or more of the voting shares of the portfolio company.

(7)The aggregate cost for federal income tax purposes of investments in unaffiliated companies is $18,107,124. The gross unrealized appreciation based on the tax cost for these securities is $1,732,194. The gross unrealized depreciation based on the tax cost for these securities is $2,059,591.

(8)The aggregate cost for federal income tax purposes of investments in non-controlled affiliated companies is $39,571,676. The gross unrealized appreciation based on the tax cost for these securities is $333,269. The gross unrealized depreciation based on the tax cost for these securities is $7,776,891.

(9)The aggregate cost for federal income tax purposes of investments in controlled affiliated companies is $4,400,000. The gross unrealized appreciation based on the tax cost for these securities is $0. The gross unrealized depreciation based on the tax cost for these securities is $679,950.

(10)Continuum Photonics, Inc., merged with Polatis, Ltd., to form Polatis, Inc.

(11)BridgeLux, Inc., was previously named eLite Optoelectronics, Inc.
  
(12)Mersana Therapeutics, Inc., was previously named Nanopharma Corp.

(13)D-Wave Systems, Inc., is located and is doing business primarily in Canada. We invested in D-Wave Systems, Inc., through D-Wave USA, a Delaware company. Our investment is denominated in Canadian dollars and is subject to foreign currency translation. Refer to Note 2 "Significant“Note 2. Summary of Significant Accounting Policies."”

The accompanying notes are an integral part of this consolidated schedule.


66





HARRIS & HARRIS GROUP, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS AS OF DECEMBER 31, 2005

  
Method of
 
Shares/
   
  
Valuation (3)
 
Principal
 
Value
 
        
        
Investments in Unaffiliated Companies (6)(7) - 13.2% of net assets
       
        
Private Placement Portfolio (Illiquid) - 13.2% of net assets
       
        
AlphaSimplex Group, LLC (2) -- Investment management company headed by       
Dr. Andrew W. Lo, holder of the Harris & Harris Group Chair at MIT         
Limited Liability Company Interest  (B) -- $16,315 
           
           
Crystal IS, Inc. (1)(2)(5) -- Developing a technology to grow          
single-crystal boules of aluminum nitride for gallium nitride          
electronics          
Series A Convertible Preferred Stock  (A) 274,100  199,983 
           
           
Exponential Business Development Company (1)(2) --          
Venture capital partnership focused on early stage companies          
Limited Partnership Interest  (B) --  0 
           
           
Molecular Imprints, Inc. (1)(2) -- Manufacturing nanoimprint lithography          
capital equipment          
Series B Convertible Preferred Stock  (A) 1,333,333  2,000,000 
Series C Convertible Preferred Stock  (A) 1,250,000  2,500,000 
Warrants at $2.00 expiring12/31/15  (B) 125,000  0 
         4,500,000 
           
Nanosys, Inc. (1)(2)(5) -- Developing nanotechnology-enabled systems          
incorporating zero and one-dimensional inorganic          
nanometer-scale materials          
Series C Convertible Preferred Stock  (C) 803,428  2,370,113 
Series D Convertible Preferred Stock  (C) 1,016,950  3,000,003 
         5,370,116 
           
Nantero, Inc. (1)(2)(5) -- Developing a high-density, nonvolatile, random          
access memory chip, using nanotechnology          
Series A Convertible Preferred Stock  (C) 345,070  1,046,908 
Series B Convertible Preferred Stock  (C) 207,051  628,172 
Series C Convertible Preferred Stock  (C) 188,315  571,329 
         2,246,409 

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

6777



HARRIS & HARRIS GROUP, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS AS OF DECEMBER 31, 2005

  
Method of
 
Shares/
   
  
Valuation (3)
 
Principal
 
Value
 
        
Investments in Unaffiliated Companies (6)(7) - 13.2% of net assets (cont.)
       
        
Private Placement Portfolio (Illiquid) - 13.2% of net assets (cont.)
       
        
        
NeoPhotonics Corporation (1)(2) -- Developing and manufacturing       
planar optical devices and components         
Common Stock  (C) 716,195 $67,736 
Series 1 Convertible Preferred Stock  (C) 1,831,256  2,014,677 
Series 2 Convertible Preferred Stock  (C) 741,898  878,120 
Warrants at $0.15 expiring 01/26/10  (C) 16,364  164 
Warrants at $0.15 expiring 12/05/10  (C) 14,063  140 
         2,960,837 
           
           
Polatis, Inc. (1)(2)(5)(9) -- Developing optical networking components          
by merging materials, MEMS and electronics technologies          
Series A-1 Convertible Preferred Stock  (B) 16,775  47,828 
Series A-2 Convertible Preferred Stock  (B) 71,611  204,172 
         252,000 
           
           
           
           
Total Unaffiliated Private Placement Portfolio (cost: $15,469,546)
       
$
15,545,660
 
           
Total Investments in Unaffiliated Companies (cost: $15,469,546)
       
$
15,545,660
 
 
The accompanying notes are an integral part of these consolidated financial statements.

68


HARRIS & HARRIS GROUP, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS AS OF DECEMBER 31, 2005

  
Method of
 
Shares/
   
  
Valuation (3)
 
Principal
 
Value
 
        
Investments in Non-Controlled Affiliated Companies (6)(8) - 15.0% of net assets
       
        
Private Placement Portfolio (Illiquid) - 15.0% of net assets
       
        
        
Cambrios Technologies Corporation (1)(2)(5) -- Developing commercially       
relevant materials by evolving biomolecules to express control over         
nanostructure synthesis          
Series B Convertible Preferred Stock  (A) 1,294,025 $1,294,025 
           
           
Chlorogen, Inc. (1)(2)(5) -- Developing patented chloroplast technology          
to produce plant-made proteins          
Series A Convertible Preferred Stock  (A) 4,478,038  785,000 
Series B Convertible Preferred Stock  (A) 2,077,930  364,261 
         1,149,261 
           
CSwitch, Inc. (1)(2)(5) -- Developing next-generation, system-on-a-chip          
solutions for communications-based platforms          
Series A Convertible Preferred Stock  (B) 1,000,000  500,000 
           
           
eLite Optoelectronics Inc. (1)(2)(4) -- Manufacturing high-power light          
emitting diodes          
Series B Convertible Preferred Stock  (A) 1,861,504  1,000,000 
           
           
Kereos, Inc. (1)(2)(4)(5) -- Developing molecular imaging agents          
and targeted therapeutics to image and treat cancer and          
cardiovascular disease          
Series B Convertible Preferred Stock  (A) 349,092  960,000 
           
           
Kovio , Inc. (1)(2)(4)(5) -- Developing semi-conductor products          
using printed electronics and thin-film technologies          
Series C Convertible Preferred Stock  (A) 2,500,000  3,000,000 
           
Mersana Therapeutics, Inc. (1)(2)(5)(10) -- Developing advanced          
polymers for drug delivery          
Series A Convertible Preferred Stock  (C) 68,452  136,904 
Series B Convertible Preferred Stock  (C) 616,500  1,233,000 
Warrants at $2.00 expiring 10/21/10  (B) 91,625  0 
         1,369,904 

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

69


HARRIS & HARRIS GROUP, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS AS OF DECEMBER 31, 2005

  
Method of
 
Shares/
   
  
Valuation (3)
 
Principal
 
Value
 
        
Investments in Non-Controlled Affiliated Companies (6)(8) - 15.0% of net assets (cont.)
       
        
Private Placement Portfolio (Illiquid) - 15.0% of net assets (cont.)
       
        
        
NanoGram Corporation (1)(2)(5) -- Developing a broad suite of intellectual       
property utilizing nanotechnology         
Series I Convertible Preferred Stock  (B) 63,210 $64,259 
Series II Convertible Preferred Stock  (B) 1,250,904  1,271,670 
         1,335,929 
           
Nanomix, Inc. (1)(2)(5) -- Producing nanoelectronic sensors that          
integrate carbon nanotube electronics with silicon microstructures          
Series C Convertible Preferred Stock  (A) 9,779,181  2,500,000 
           
           
NanoOpto Corporation (1)(2)(5) -- Manufacturing discrete and integrated          
optical communications sub-components on a chip by utilizing          
nano-manufacturing technology          
Series A-1 Convertible Preferred Stock  (C) 267,857  32,490 
Series B Convertible Preferred Stock  (C) 3,819,935  1,110,073 
Series C Convertible Preferred Stock  (C) 1,932,789  842,503 
Warrants at $0.4359 expiring 03/15/10  (C) 193,279  0 
         1,985,066 
           
Nextreme Thermal Solutions, Inc. (1)(2)(5) -- Developing thin-film,          
superlattice thermoelectric devices          
Series A Convertible Preferred Stock  (A) 500,000  500,000 
           
           
Questech Corporation (1)(2) -- Manufacturing and markets          
proprietary metal decorative tiles          
Common Stock  (C) 646,954  724,588 
Warrants at $1.50 expiring 08/03/06  (B) 8,500  0 
Warrants at $1.50 expiring 11/21/07  (B) 3,750  0 
Warrants at $1.50 expiring 11/19/08  (B) 5,000  0 
Warrants at $1.50 expiring 11/19/09  (B) 5,000  0 
         724,588 


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

70



HARRIS & HARRIS GROUP, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS AS OF DECEMBER 31, 2005


  
Method of
 
Shares/
   
  
Valuation (3)
 
Principal
 
Value
 
        
Investments in Non-Controlled Affiliated Companies (6)(8) - 15.0% of net assets (cont.)
       
        
Private Placement Portfolio (Illiquid) - 15.0% of net assets (cont.)
       
        
        
Solazyme, Inc. (1)(2)(5) -- Developing energy-harvesting       
machinery of photosynthetic microbes to produce industrial         
and pharmaceutical molecules          
Series A Convertible Preferred Stock  (C) 988,204 $385,400 
           
           
Starfire Systems, Inc. (1)(2)(5) --Producing ceramic-forming polymers          
Common Stock  (A) 375,000  150,000 
Series A-1 Convertible Preferred Stock  (A) 600,000  600,000 
         750,000 
           
Zia Laser, Inc. (1)(2)(4)(5) -- Developing quantum dot semiconductor lasers          
Series C Convertible Preferred Stock  (B) 1,500,000  187,500 
           
Total Non-Controlled Private Placement Portfolio (cost: $22,236,796)
       
$
17,641,673
 
           
Total Investments in Non-Controlled Affiliated Companies (cost: $22,236,796)
       
$
17,641,673
 
           
           
           
U.S. Government and Agency Securities - 81.5% of net assets
          
U.S. Treasury Bills -- due date 01/05/06  (J) 24,500,000 $24,495,590 
U.S. Treasury Notes -- due date 02/28/06, coupon 1.625%  (H) 810,000  806,963 
U.S. Treasury Bills -- due date 03/02/06  (J) 32,845,000  32,640,376 
U.S. Treasury Bills -- due date 03/16/06  (J) 4,750,000  4,712,855 
U.S. Treasury Notes -- due date 03/31/06, coupon 1.5%  (H) 4,616,000  4,586,965 
U.S. Treasury Notes -- due date 11/30/07, coupon 4.25%  (H) 6,500,000  6,480,955 
U.S. Treasury Notes -- due date 02/15/08, coupon 3.375%  (H) 9,000,000  8,814,690 
U.S. Treasury Notes -- due date 05/15/08, coupon 3.75%  (H) 9,000,000  8,872,020 
U.S. Treasury Notes -- due date 09/15/08, coupon 3.125%  (H) 5,000,000  4,840,450 
           
           
Total Investments in U.S. Government and Agency
          
Securities (cost: $96,320,405)
       
$
96,250,864
 
           
Total Investments (cost: $134,026,747)
       
$
129,438,197
 

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


71



HARRIS & HARRIS GROUP, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS AS OF DECEMBER 31, 2005


Notes to Consolidated Schedule of Investments

(1)Represents a non-income producing security. Equity investments that have not paid dividends within the last 12 months are considered to be non-income producing.

(2)Legal restrictions on sale of investment.

(3)See Footnote to Schedule of Investments for a description of the Valuation Procedures.

(4)Initial investment was made during 2005.

(5)These investments are development stage companies. A development stage company is defined as a company that is devoting substantially all of its efforts to establishing a new business, and either it has not yet commenced its planned principal operations, or it has commenced such operations but has not realized significant revenue from them.

(6)Investments in unaffiliated companies consist of investments in which we own less than five percent of the voting shares of the portfolio company. Investments in non-controlled affiliated companies consist of investments in which we own five percent or more, but less than 25 percent, of the voting shares of the portfolio company or where we hold one or more seats on the portfolio company’s Board of Directors. Investments in controlled affiliated companies consist of investments in which we own 25 percent or more of the voting shares of the portfolio company.

(7)The aggregate cost for federal income tax purposes of investments in unaffiliated companies is $15,469,546. The gross unrealized appreciation based on the tax cost for these securities is $1,732,194. The gross unrealized depreciation based on the tax cost for these securities is $1,656,080.

(8)The aggregate cost for federal income tax purposes of investments in non-controlled affiliated companies is $22,236,796. The gross unrealized appreciation based on the tax cost for these securities is $313,534. The gross unrealized depreciation based on the tax cost for these securities is $4,908,657.

(9)Continuum Photonics, Inc., merged with Polatis, Ltd., to form Polatis, Inc.
(10)Mersana Therapeutics, Inc., was previously named Nanopharma Corp.


The accompanying notes are an integral part of this consolidated schedule.

72


HARRIS & HARRIS GROUP, INC.
FOOTNOTE TO CONSOLIDATED SCHEDULE OF INVESTMENTS


VALUATION PROCEDURES

Our investments can be classified into five broad categories for valuation purposes:

Equity-Related Securities;

Investments in Intellectual Property or Patents or Research and Development in Technology or Product Development;

Long-Term Fixed-Income Securities;

Short-Term Fixed-Income Investments;Securities; and

All Other Investments.Securities.

The 1940 Act requires periodic valuation of each investment in our portfolio to determine net asset value. Under the 1940 Act, unrestricted securities with readily available market quotations are to be valued at the current market value; all other assets must be valued at "fair value" as determined in good faith by or under the direction of the Board of Directors.

Our Board of Directors is responsible for (1) determining overall valuation guidelines and (2) ensuring the valuation of investments within the prescribed guidelines.

Our Valuation Committee, comprised of three or moreall of our independent Board members, is responsible for reviewing and approving the valuation of our assets within the guidelines established by the Board of Directors.

Fair value is generally defined as the amount that an investment could be sold for in an orderly disposition over a reasonable time. Generally, to increase objectivity in valuing our assets, external measures of value, such as public markets or third-party transactions, are utilized whenever possible. Valuation is not based on long-term work-out value, nor immediate liquidation value, nor incremental value for potential changes that may take place in the future.

The values assigned to these investments are based on available information and do not necessarily represent amounts that might ultimately be realized, as these amounts depend on future circumstances and cannot reasonably be determined until the individual investments are actually liquidated or become marketable.

Our valuation policy with respect to the five broad investment categories is as follows:

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Equity-Related Securities

Equity-related securities, including warrants, are valued using one or more of the following basic methods of valuation:

A. Cost. The cost method is based on our original cost. This method is generallymay be used in the early stages of a company’s development until significant positive or negative events occur subsequent to the date of the original investment that dictate a change to another valuation method. Some examples of these events are: (1) a major recapitalization; (2) a major refinancing; (3) a significant third-party transaction; (4) the development of a meaningful public market for the company’s common stock; and (5) significant positive or negative changes in a company’s business.

B. Analytical Method. The analytical method is generally used to value an investment position when there is no established public or private market in the company’s securities or when the factual information available to us dictates that an investment should no longer be valued under either the cost or private market method.securities. This valuation method is inherently imprecise and ultimately the result of reconciling the judgments of our Valuation Committee members, based on the data available to them. The resulting valuation, although stated as a precise number, is necessarily within a range of values that vary depending upon the significance attributed to the various factors being considered. Some of

The analytical method considers the factors considered may includefollowing factors:

·The cost of the Company’s investment;

·Transactions in a company's securities or unconditional firm offers by responsible parties as a factor in determining valuation;

·The financial condition and operating results of the company;

·The long-term potential of the business and technology of the company;

·The values of similar securities issued by companies in similar businesses;

·Multiples to revenue, net income or EBITDA that similar securities issued by companies in similar businesses receive;

·The proportion of the company's securities we own and the nature of any rights to require the company to register restricted securities under applicable securities laws; and

·The rights and preferences of the class of securities we own as compared to other classes of securities the portfolio company has issued.

When the financial condition and operating results ofanalytical method is used to value warrants, the company,Company utilizes the long-term potential of the business of the company, the values of similar securities issued by companies in similar businesses, the proportion of the company’s securities we own and the nature of any rights to require the company to register restricted securities under applicable securities laws.Black-Scholes model.

79

C. Private Market. The private market method uses actual, executed, historical transactions in a company’s securities by responsible third parties as a basis for valuation. The private market method may also use, where applicable, unconditional firm offers by responsible third parties as a basis for valuation.

D. Public Market. The public market method is used when there is an established public market for the class of the company’s securities held by us or into which our securities are convertible. We discount market value for securities that are subject to significant legal and contractual restrictions. Other securities, for which market quotations are readily available, are carried at market value as of the time of valuation. Market value for securities traded on securities exchanges or on the Nasdaq Global Market is the last reported sales price on the day of valuation. For other securities traded in the over-the-counter market and listed securities for which no sale was reported on that day, market value is the mean of the closing bid price and asked price on that day. This method is the preferred method of valuation when there is an established public market for a company’s securities, as that market provides the most objective basis for valuation. If for any reason, the Valuation Committee determines that market quotations are not reliable, such securities shall be fair valued by the Valuation Committee in accordance with these Valuation Procedures.

Investments in Intellectual Property or Patents or Research and Development in Technology or Product Development

These investments are carried at fair value using the following basic methods of valuation:

74


E. Cost. The cost method is based on our original cost. This method is generallymay be used in the early stages of commercializing or developing intellectual property or patents or research and development in technology or product development until significant positive or adverse events occur subsequent to the date of the original investment that dictate a change to another valuation method.

F. Analytical Method. The analytical method is used to value an investment after analysis of the best available outside information where the factual information available to us dictates that an investment should no longer be valued under either the cost or private market method. This valuation method is inherently imprecise and ultimately the result of reconciling the judgments of our Valuation Committee members. The resulting valuation, although stated as a precise number, is necessarily within a range of values that vary depending upon the significance attributed to the various factors being considered. Some of the factors considered may include the results of research and development, product development progress, commercial prospects, term of patent and projected markets.

80

The analytical method considers the following factors:

·The cost of the investment;

·Investments in the same or substantially similar intellectual property or patents or research and development in technology or product development or offers by responsible third parties;

·The results of research and development;

·Product development progress;

·Commercial prospects;

·Term of patent;

·Projected markets; and

·Other subjective factors.
G. Private Market. The private market method uses actual third-party investments in intellectual property or patents or research and development in technology or product development as a basis for valuation, using actual executed historical transactions by responsible third parties. The private market method may also use, where applicable, unconditional firm offers by responsible third parties as a basis for valuation.

As of December 31, 2007, and December 31, 2006, we do not have any investments in intellectual property or patents or research and development in technologies or products.

Long-Term Fixed-Income Securities

H. Readily Marketable. Fixed-incomeLong-term, fixed-income securities for which market quotations are readily available are carried at market value as of the time of valuation using the most recent bid quotations when available.

I. Not Readily Marketable. SecuritiesLong-term, fixed-income securities for which market quotations are not readily available are carried at fair value as determined in good faith by the Valuation Committee on the basis of available data, which may include credit quality and interest rate analysis, as well as quotations from dealers and brokers. Where such quotations are not available, fair value is determined using one or more of the following basic methods of valuation:

Fixed-income securities are valued byprices from independent pricing services that provide market quotationsthe Board believes are reasonably reliable and based primarily on quotationsreasonable price discovery procedures and data from dealers and brokers, market transactions, and other sources.
Other fixed-income securities that are not readily marketable are valued at fair value by our Valuation Committee.
Short-Term Fixed-Income Investments

J. Short-term fixed-income investments are valued at market value at the time of valuation. We value short-term debt with remaining maturity of 60 days or less at amortized cost.

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Short-Term Fixed-Income Securities

J. Short-Term Fixed-Income Securities are valued in the same manner as long-term fixed-income securities until the remaining maturity is 60 days or less, after which time such securities may be valued at amortized cost if there is no concern over payment at maturity.

All Other InvestmentsSecurities

K. All Other SecuritiesAll other investments are reported at fair value as determined in good faith by the Valuation Committee. As of December 31, 2007, and December 31, 2006, we dodid not have any of these investments.

TheFor all other securities, the reported values of securities for which market quotations are not readily available and for other assetsshall reflect the Valuation Committee’sCommittee's judgment of fair values as of the valuation date using the outlined basic methods of valuation.valuation or any other method of valuation within the prescribed guidelines that the Valuation Committee determines after review and analysis is more appropriate for the particular kind of investment. They do not necessarily represent an amount of money that would be realized if we had to sell the securitiessuch assets in an immediate liquidation. Thus, valuations as of any particular date are not necessarily indicative of amounts that we may ultimately realize as a result of future sales or other dispositions of investments we hold.

7682


 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. THE COMPANY

Harris & Harris Group, Inc. (the "Company," "us," "our" and "we"), is a venture capital company operating as a business development company ("BDC") under the Investment Company Act of 1940 ("1940 Act"). We operate as an internally managed company whereby our officers and employees, under the general supervision of our Board of Directors, conduct our operations.

We elected to become a BDC on July 26, 1995, after receiving the necessary governmentalshareholder approvals. From September 30, 1992, until the election of BDC status, we operated as a closed-end, non-diversified investment company under the 1940 Act. Upon commencement of operations as an investment company, we revalued all of our assets and liabilities in accordance with the 1940 Act. Prior to September 30, 1992, we were registered and filed under the reporting requirements of the Securities and Exchange Act of 1934 (the "1934 Act") as an operating company and, while an operating company, operated directly and through subsidiaries.

Harris & Harris Enterprises, Inc.,SM ("Enterprises"), is a 100 percent wholly owned subsidiary of the Company. Harris & Harris Enterprises, Inc., is a partner in Harris Partners I, L.P.,SM and is taxed under Subchapter C of the Code (a “C Corporation”). Harris Partners I, L.P, is a limited partnership and ownsowned our interest in AlphaSimplex Group, LLC. The partners of Harris Partners I, L.P., are Harris & Harris Enterprises, Inc., (sole general partner) and Harris & Harris Group, Inc., (sole limited partner).

We filed Harris & Harris Enterprises, Inc., pays taxes on any non-passive investment income generated by Harris Partners I, L.P. The Company consolidates the results of its subsidiaries for the 1999 tax year to elect treatment as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986 (the "Code") and qualified for the same treatment for the years 2000 through 2005. However, there can be no assurance that we will qualify as a RIC for 2006 or subsequent years. In addition, under certain circumstances, even if we qualified for Subchapter M treatment for a given year, we might take action in a subsequent year to ensure that we would be taxed in that subsequent year as a C Corporation, rather than as a RIC. As a RIC, we must, among other things, distribute at least 90 percent of our investment company taxable income and may either distribute or retain our realized net capital gains on investments.financial reporting purposes.


NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies followed in the preparation of the consolidated financial statements:

Principles of Consolidation. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for investment companies and include the accounts of the Company and its wholly owned subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation.

77


Use of Estimates. The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and contingent assets and liabilities as of December 31, 20062007, and December 31, 2005,2006, and the reported amounts of revenues and expenses for the twelve months ended December 31, 2007, 2006, 2005 and 2004.2005. Actual results could differ from these estimates, and the differences could be material. The most significant estimates relate to the fair valuations of certain of our investments. Actual results could differ from these estimates.At December 31, 2007, and 2006, 54.6 percent and 45.4 percent, respectively, of the Company’s total assets represented portfolio investments whose fair values have been determined by the Board of Directors in good faith in the absence of readily available market values.

83

Cash and Cash Equivalents. Cash and cash equivalents includeincludes demand deposits and money market instruments with maturities of less than three months. Cash and cash equivalents are carried at cost which approximates fair value.

Portfolio Investment Valuations. Investments are stated at "value" as defined in the 1940 Act and in the applicable regulations of the SEC. Value, as defined in Section 2(a)(41) of the 1940 Act, is (i) the market price for those securities for which a market quotation is readily available and (ii) the fair value as determined in good faith by, or under the direction of, the Board of Directors for all other assets. (See "Valuation Procedures" in the "Footnote to Consolidated Schedule of Investments.") At December 31, 2007, and 2006, our financial statements include private venture capital investments valued at $78,110,384 and $53,667,831, respectively, the fair values of which were determined in good faith by, or under the direction, of the Board of Directors. Upon sale of investments, the values that are ultimately realized may be different from what is presently estimated. The difference could be material.

Foreign Currency Translation. The accounting records of the Company are maintained in U.S. dollars. All assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the rate of exchange of such currencies against U.S. dollars on the date of valuation. AtFor the year ended December 31, 2006,2007, included in the net decrease in unrealized lossdepreciation on investments was $34,103a $307,636 gain resulting from foreign currency translation.

Securities Transactions. Securities transactions are accounted for on the date the securities are purchased or sold (trade date); dividend.

Interest Income Recognition. Interest income, adjusted for amortization of premium and accretion of discount, is recorded on the ex-dividend date; and interest income is accrued as earned.accrual basis. The Company ceases accruing interest when securities are determined to be non-income producing and writes off any previously accrued interest.
Realized Gain or Loss and Unrealized Appreciation or Depreciation of Portfolio Investments. Realized gain or loss is recognized when an investment is disposed of and is computed as the difference between the Company’s cost basis in the investment at the disposition date and the net proceeds received from such disposition. Realized gains and losses on investment transactions are determined by specific identification for financial reportingidentification. Unrealized appreciation or depreciation is computed as the difference between the fair value of the investment and tax reporting.the cost basis of such investment.

Stock-Based Compensation. The Company has a stock-based employee compensation plan. The Company accounts for the plan in accordance with the provisions of SFAS No. 123(R), "Share-Based Payment." See Note 3 for further discussion.

Income Taxes. Prior to our conversion to a RIC in 1999, our taxes were accounted for in accordance with Statement of Financial Accounting Standards ("SFAS") No. 109.123(R), "Share-Based Payment." See “Note 4. Stock-Based Compensation” for further discussion.

84

Income Taxes. As we intend to qualify as a RIC under Subchapter M of the Internal Revenue Code, the Company does not provide for income taxes. Our taxes are accounted for in accordance with SFAS No. 109, "Accounting for Income Taxes."

WeHowever, we pay federal, state and local income taxes on behalf of our wholly owned subsidiary, Harris & Harris Enterprises, Inc., which is a C corporation. (See "Note 7.See “Note 8. Income Taxes."

In June 2006, the FASB issued Interpretation 48, "Accounting for Uncertainty in Income Taxes"(“FIN 48”), an interpretation of SFAS No. 109. FIN 48 clarifies the accounting and reporting for income taxes where interpretation of the law is uncertain. FIN 48 prescribes a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of income tax uncertainties with respect to positions taken or expected to be taken in income tax returns. The Company adopted FIN 48 on January 1, 2007, which had no effect on the Company's financial statements. The Company recognizes interest and penalties in income tax expense. See “Note 8. Income Taxes” for further discussion.

Restricted Funds. The Company maintains a rabbi trust for the purposes of accumulating funds to satisfy the obligations incurred by us for the Supplemental Executive Retirement Plan ("SERP") under the employment agreement with Charles E. Harris.
 

78


Property and Equipment. Property and equipment are included in "Other Assets" and are carried at cost, less accumulated depreciation of $274,566.$336,877. Depreciation is provided using the straight-line method over the estimated useful lives of the premises and equipment.

Concentration of Credit Risk. The Company places its cash and cash equivalents with financial institutions and, at times, cash held in checking accounts may exceed the Federal Deposit Insurance Corporation insured limit.
Recent Accounting Pronouncements.Pronouncements In July 2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes--an Interpretation of FASB Statement No. 109” (FIN 48). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements in accordance with SFAS No. 109, “Accounting for Income Taxes,” and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Additionally, FIN 48 provides guidance on subsequent de-recognition of tax positions, financial statement classification, recognition of interest and penalties, accounting in interim periods, and disclosure and transition requirements. FIN 48 is effective for the Company’s fiscal year beginning January 1, 2007, with early adoption permitted. The Company is in the process of evaluating FIN 48.

In September 2006, the FASB issued SFAS No. 157, “Fair"Fair Value Measurements” (“SFAS No. 157”). SFAS No. 157 clarifies the principle thatMeasurements." This statement defines fair value, should be based on the assumptions market participants would use when pricing an asset or liability and establishes a framework for measuring fair value hierarchy that prioritizes the information used to develop those assumptions. Under the standard,and expands disclosures about fair value measurements would be separately disclosed by level within the fair value hierarchy.measurements. SFAS No. 157 is effective for the Company’s fiscal year beginningus on January 1, 2008, with early2008. The adoption permitted. The Company is in the process of evaluating SFAS No. 157.

In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans--an amendment of FASB Statements No. 87, 88, 106 and 132(R)” ("SFAS No. 158”). SFAS No. 158 requires an employer that sponsors one or more single-employer defined benefit plans and other postretirement benefit plans to (a) recognize the over-funded or under-funded status of their benefit plans in its statement of financial position, (b) recognize as157 will not have a component of other comprehensive income, net of tax, the gains or losses and prior service costs or credits that arise during the period but are not recognized as components of net periodic benefit cost pursuant to SFAS No. 87, “Employers’ Accounting for Pensions,” or SFAS No. 106, “Employers’ Accounting for Postretirement Benefits Other Than Pensions,” (c) measure the fair value of plan assets and obligations as of the date of the employer’s fiscal year-end and (d) disclose in the notes to financial statements additional information about certain effectsmaterial impact on net periodic benefit cost for the next fiscal year that arise from delayed recognition of the gains or losses, prior service costs or credits, and transition asset or obligation. The Company adopted SFAS No. 158 effective December 31, 2006, which had the effect of increasing net assets and accrued liabilities by $61,527. See Note 6 for further discussion of the effects of adopting SFAS No. 158 on the Company'sour consolidated financial statements.

In February 2007, the FASB issued Statement No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities" (“SFAS No. 159”). SFAS No. 159 would allow the Company an irrevocable election to measure certain financial assets and liabilities at fair value, with unrealized gains and losses on the elected items recognized in earnings at each reporting period. The fair value option may only be elected at the time of initial recognition of a financial asset or financial liability or upon the occurrence of certain specified events. The election is applied on an instrument-by-instrument basis, with a few exceptions, and is applied only to entire instruments and not to portions of instruments. SFAS No. 159 also provides expanded disclosure requirements regarding the effects of electing the fair value option on the financial statements. SFAS No. 159 is effective prospectively for fiscal years beginning after November 15, 2007. The Company is currently evaluating this Statement. However, as investments are carried at fair value, the Company does not anticipate that this Statement will have a significant impact on the consolidated financial statements.

7985

NOTE 3. INVESTMENTS

The private placement portfolio at fair value consisted of the following geographic regions at December 31, 2007, and 2006:

December 31, 2007
 
        
Geographic Region
 
Fair Value
 
Percentage of
Total Private
Placement
Portfolio
 
Percentage
of Net Assets
 
        
West $50,124,606  64.2% 36.2%
Northeast $16,849,547  21.6% 12.2%
Midwest $4,659,743  6.0% 3.4%
Southeast $4,250,000  5.4% 3.1%
Outside U.S. $2,226,488  2.8% 1.6%
           
  
$
78,110,384
  
100.0
%
   
December 31, 2006
 
        
Geographic Region
 
Fair Value
 
Percentage of
Total Private
Placement
Portfolio
 
Percentage
of Net Assets
 
        
West $29,759,833  55.5% 26.1%
Northeast $11,856,596  22.1% 10.4%
Midwest $6,834,958  12.7% 6.0%
Southeast $3,500,000  6.5% 3.1%
Outside U.S. $1,716,444  3.2% 1.5%
           
  
$
53,667,831
  
100.0
%
   
NOTE 4. STOCK-BASED COMPENSATION

On March 23, 2006, the Board of Directors of the Company voted to terminate the Employee Profit-Sharing Plan and to establish the Harris & Harris Group, Inc. 2006 Equity IncentiveStock Plan, (the “Stock Plan”), subject to shareholder approval. This proposal was approved at the May 4, 2006, Annual Meeting of Shareholders. The Stock Plan provides for the grant of equity-based awards of stock options to our officers, employees and directors (subject to receipt of an exemptive order described below) and restricted stock (subject to receipt of an exemptionexemptive order described below) to our directors, officers and employees who are selected by our Compensation Committee for participation in the plan and subject to compliance with the 1940 Act.


86

On July 11, 2006, the Company filed an application with the SEC regarding certain provisions of the Stock Plan.Plan, and on June 29, 2007, the Company responded to comments from the SEC on the application. In the event that the SEC provides the exemptive relief requested by the application, and we receive any additional stockholder approval required by the SEC, the Compensation Committee may, in the future, authorize awards of stock options under the Stock Plan to certain former officers of the Company, non-employee directors of the Company and authorize grants of restricted stock and adjust the exercise price of options to reflect taxes paid for deemed dividends.employees.

A maximum of 20 percent of our total shares of our common stock issued and outstanding are available for awards under the Stock Plan. Under the Stock Plan, no more than 25 percent of the shares of stock reserved for the grant of the awards under the Stock Plan may be restricted stock awards at any time during the term of the Stock Plan. If any shares of restricted stock are awarded, such awards will reduce on a percentage basis the total number of shares of stock for which options may be awarded. If the Company does not receive exemptive relief from the SEC to issue restricted stock, all shares granted under the Stock Plan may be subject to stock options.

If the Company does receive such exemptive relief and issues 25 percent of the shares of stock reserved for grant under the Stock Plan as restricted stock, no more than 75 percent of the shares granted under the Stock Plan may be subject to stock options. No more than 1,000,000 shares of our common stock may be made subject to awards under the Stock Plan to any individual in any year.

On June 26, 2006, the Compensation Committee of the Board of Directors of the Company approved individual stock option awards for certain officers and employees of the Company. Both non-qualified stock options ("NQSOs") and incentive stock options ("ISOs"), subject to the limitations of Section 422 of the Internal Revenue Code, were awarded under the Stock Plan. The terms and conditions of the stock options granted were determined by the Compensation Committee and set forth in award agreements between the Company and each award recipient. AOptions to purchase a total of 3,958,283 shares of stock options were granted with vesting periods ranging from December 2006 to June 2014 and with an exercise price of $10.11. Upon exercise, the shares will be issued from our previously authorized shares. The full Board of Directors ratified and approved the grants on August 3, 2006, on which date the Company's common stock price fluctuated between $9.76 and $10.00.

On June 27, 2007, the Compensation Committee of the Board of Directors and the full Board of Directors of the Company approved a new grant of individual NQSO awards for certain officers and employees of the Company. The terms and conditions of the stock options granted were set forth in award agreements between the Company and each award recipient entered into on that date. Options to purchase a total of 1,700,609 shares of stock were granted with vesting periods ranging from December 2007 to June 2014 and with an exercise price of $11.11, which was the closing volume weighted average price of our shares of common stock on June 27, 2007. Upon exercise, the shares would be issued from our previously authorized but unissued shares.

87

The Company accounts for the Stock Plan in accordance with the provisions of SFAS No. 123(R), “Share-Based Payment,” which requires that we determine the fair value of all share-based payments to employees, including the fair value of grants of employee stock options, and record these amounts as an expense in the Statement of Operations over the vesting period with a corresponding increase to our additional paid-in capital. At December 31, 2006,2007, the increase to our operating expenses was offset by the increase to our additional paid-in capital, resulting in no net impact to our net asset value. Additionally, the Company does not record the tax benefits associated with the expensing of stock options, because the Company currently intends to qualify as a RIC under Subchapter M of the Code.

80



The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option pricing model as permitted by SFAS No. 123(R). The stock options were awarded in five different grant types, each with different contractual terms. The assumptions used in the calculation of fair value using the Black-Scholes model for each contract term were as follows:
              
Weighted
 
              
Average
 
    
Number
 
Expected
 
Expected  
 
Expected
 
Risk-free
 
Fair
 
    
of Options
 
Term   
 
Volatility
 
Dividend
 
Interest  
 
Value
 
Type of Award
 
Term
 
Granted
  
in Yrs  
 
Factor   
 
Yield  
 
Rates   
 
Per Share
 
                
Non-qualified stock options  1 Year  1,001,017  0.75  
37.4%
  
0%
  
5.16%
 $1.48 
Non-qualified stock options  2 Years  815,000  1.625  
45.2%
  
0%
  
5.12%
 $2.63 
Non-qualified stock options  3 Years  659,460  2.42  
55.7%
  
0%
  
5.09%
 $3.81 
Non-qualified stock options  10 Years  690,000  5.75  
75.6%
  
0%
  
5.08%
 $6.94 
Incentive stock options  10 Years  792,806  7.03  
75.6%
  
0%
  
5.08%
 $7.46 
                          
Total     3,958,283             $4.25 

An option's expected term is the estimated period between the grant date and the exercise date of the option. As the expected term period increases, the fair value of the option and the non-cash compensation cost will also increase. The expected term assumption is generally calculated using historical stock option exercise data. The Company does not have historical exercise data to develop such an assumption. In cases where companies do not have historical data and where the options meet certain criteria, SEC Staff Accounting Bulletin 107 ("SAB 107") provides the use of a simplified expected term calculation. Accordingly, the Company calculated the expected terms using the SAB 107 simplified method.
 
Expected volatility is the measure of how the stock's price is expected to fluctuate over a period of time. An increase in the expected volatility assumption yields a higher fair value of the stock option. Expected volatility factors for the stock options were based on the historical fluctuations in the Company’s stock price over a period commensurate with the expected term of the option, adjusted for stock splits and dividends.
 
The expected dividend yield assumption is traditionally calculated based on a company's historical dividend yield. An increase to the expected dividend yield results in a decrease in the fair value of option and resulting compensation cost. Although the Company has declared deemed dividends in previous years, most recently in 2005, the amounts and timing of any future dividends cannot be reasonably estimated. Therefore, for purposes of calculating fair value, the Company has assumed an expected dividend yield of 0 percent.

81

The risk-free interest rate assumptions are based on the annual yield on the measurement date of a zero-coupon U.S Treasury bond the maturity of which equals the option’s expected term. Higher assumed interest rates yield higher fair values.

The amount of non-cash, stock-based compensation expense recognized in the Consolidated Statements of Operations is based on the fair value of the awards the Company expects to vest, recognized over the vesting period on a straight-line basis for each award, and adjusted for actual forfeitures that occur before vesting. The forfeiture rate is estimated at the time of grant and revised, if necessary, in subsequent periods if the actual forfeiture rate differs from the estimated rate.rate and is accounted for in the current period and prospectively.

88

The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option pricing model as permitted by SFAS No. 123(R). The stock options granted on June 26, 2006, were awarded in five different grant types, each with different contractual terms. The assumptions used in the calculation of fair value of the stock options granted on June 26, 2006, using the Black-Scholes model for each contract term were as follows:

Type of Award
 
Term
 
Number
of Options
Granted
 
Expected
Term
in Yrs
 
Expected
Volatility
Factor
 
Expected
Dividend
Yield
 
Risk-free
Interest
Rates
 
Weighted
Average
Fair
Value
Per Share
 
                
Non-qualified stock options  1 Year  1,001,017  0.75  
37.4%
  
0%
  
5.16%
 $1.48 
Non-qualified stock options  2 Years  815,000  1.625  
45.2%
 
0%
  
5.12%
 $2.63 
Non-qualified stock options  3 Years  659,460  2.42  
55.7%
  
0%
  
5.09%
 $3.81 
Non-qualified stock options  10 Years  690,000  5.75  
75.6%
  
0%
  
5.08%
 $6.94 
Incentive stock options  10 Years  792,806  7.03  
75.6%
  
0%
  
5.08%
 $7.46 
                       
Total     3,958,283             $4.25 

The stock options granted on June 27, 2007, were awarded in four different grant types, each with different contractual terms. The assumptions used in the calculation of fair value of the stock options granted on June 27, 2007, using the Black-Scholes model for each contract term were as follows:

Type of Award
 
Contractual
Term
 
Number
of Options
Granted
 
Expected
Term
in Yrs
 
Expected
Volatility
Factor
 
Expected
Dividend
Yield
 
Risk-free
Interest
Rates
 
Fair
Value
Per Share
 
                
Non-qualified stock options  1.5 Years  380,000  1  
42.6%
  
0%
  
4.93%
 $2.11 
                       
Non-qualified stock options  2.5 Years  600,540  2  
40.1%
  
0%
  
4.91%
 $2.92 
                       
Non-qualified stock options  3.5 Years  338,403  3  
44.7%
  
0%
  
4.93%
 $3.94 
                       
Non-qualified stock options  9 Years  381,666  
Ranging from 4.75- 6.28
  Ranging from 57.8% to 59.9%  
0%
  Ranging from 4.97% to 5.01%  Ranging from $5.92 to $6.85 
                       
Total     1,700,609                

89

For the twelve monthsyears ended December 31, 2007, and December 31, 2006, the Company recognized $8,050,807 and $5,038,956 of compensation expense in the Consolidated Statements of Operations.Operations, respectively. As of December 31, 2006,2007, there was approximately $10,544,535$7,810,508 of unrecognized compensation cost related to unvested stock option awards. This cost is expected to be recognized over a weighted-average period of approximately 1.751.7 years.

For the twelve monthsyear ended December 31, 2007, a total of 999,556 options were exercised for total proceeds to the Company of $10,105,511. For the year ended December 31, 2006, a total of 258,672 shares were exercised for total proceeds to the Company of $2,615,190. At December 31, 2006, the Company had a broker receivable totaling $819,905 for proceeds from stock option exercises transacted on December 29, 2006. The Company received these proceeds on January 3, 2007.

The grant date fair value of options vested during the years ended December 31, 2007, and December 31, 2006, was $6,851,874 and $3,781,681, respectively.

For the twelve monthsyears ended December 31, 2007, and December 31, 2006, the calculation of the net decrease in net assets resulting from operations per share excludes the stock options because such options were anti-dilutive. The options may be dilutive in future periods in which there is a net increase in net assets resulting from operations, in the event that there is a significant increase in the average stock price in the stock market or significant decreases in the amount of unrecognized compensation cost.

A summary of the changes in outstanding stock options is as follows:

  
Shares
 
Weighted
Average
Exercise
Price
 
Weighted
Average
Grant Date
Fair Value
 
Weighted
Average
Remaining
Contractual
Term (Yrs)
 
Aggregate
Intrinsic
Value
 
            
Options Outstanding at December 31, 2006  3,699,611 $10.11 $4.43       
                 
Granted  1,700,609 $11.11 $3.68  3.43    
                 
Exercised  (999,556)$10.11 $1.97       
                 
Forfeited or Expired  (432,920)   $3.99       
                 
Options Outstanding at December 31, 2007  3,967,744 $10.54 $4.77  4.58 $0 
                 
Options Exercisable at December 31, 2007  
1,717,125
 $10.43 $4.45  4.18 $0 
                 
Options Exercisable and Expected to be Exercisable at December 31, 2007  3,858,226 $10.55 $4.70  4.47 $0 
 
        
Weighted
   
    
Weighted
 
Weighted
 
Average
   
    
Average
 
Average
 
Remaining
 
Aggregate
 
    
Exercise
 
Grant Date
 
Contractual
 
Intrinsic
 
  
Shares
 
Price
 
Fair Value
 
Term (Yrs)
 
Value
 
            
Options Outstanding at June 1, 2006  -             
Granted  3,958,283 $10.11 $4.25       
Exercised  258,672 $10.11 $1.79    $512,171 
Forfeited or Expired  -             
Options Outstanding at December 31, 2006  3,699,611 $10.11 $4.43  4.64 $7,325,230 
Options Exercisable at December 31, 2006  1,067,029 $10.11 $3.11  3.11 $2,112,717 
Options Exercisable and Expected to be
Exercisable at December 31, 2006
  3,531,996 $10.11 $4.28  4.41 $6,993,352 


8290


The aggregate intrinsic value in the table above with respect to options outstanding, exercisable and expected to be exercisable, is calculated as the difference between the Company's closing stock price of $12.09$8.79 on the last trading day of 20062007 and the exercise price, multiplied by the number of in-the-money options. This calculation represents the total pre-tax intrinsic value that would have been received by the option holders had all option holdersoptions been fully vested and all option holders exercised their awards on December 31, 2006.2007.

For the twelve months ended December 31, 2007, the aggregate intrinsic value of the 999,556 options exercised was $1,700,552. For the twelve months ended December 31, 2006, the aggregate intrinsic value for the 258,672 options exercised was $512,171.

Unless earlier terminated by our Board of Directors, the Stock Plan will expire on May 4, 2016. The expiration of the Stock Plan will not by itself adversely affect the rights of plan participants under awards that are outstanding at the time the Stock Plan expires. Our Board of Directors may terminate, modify or suspend the plan at any time, provided that no modification of the plan will be effective unless and until any required shareholder approval has been obtained. The Compensation Committee may terminate, modify or amend any outstanding award under the Stock Plan at any time, provided that in such event, the award holder may exercise any vested options prior to such termination of the Stock Plan or award.


NOTE 4.5. EMPLOYEE PROFIT-SHARING PLAN

Prior to the adoption of the Stock Plan, the Company operated the Amended and Restated Harris & Harris Group, Inc. Employee Profit-Sharing Plan (the "2002 Plan"). Effective May 4, 2006, the 2002 Plan was terminated.

The 2002 Plan (and its predecessor) provided for profit sharing by our officers and employees equal to 20 percent of our "qualifying income" for that plan year.

As soon as practicable following the year-end, the Compensation Committee determined whether, and if so how much, qualifying income existed for a plan year. Approximately ninety90 percent of the amount determined by the Compensation Committee was then paid out to Planplan participants pursuant to the distribution percentages set forth in the 2002 Plan. The remaining payment was paid out after we finalized our tax returns for that plan year.

Each quarter, we performed a calculation to determine the accrual for profit sharing. We calculated 20 percent of qualifying income (i.e., realized income) pursuant to the terms of the 2002 Plan and estimated the amount of additional qualifying income, if any, that would result from selling all the portfolio investments that were valued above cost (i.e., that were in an unrealized appreciation position). Although the accrual would fluctuate as a result of changes in qualifying income and changes in unrealized appreciation, payments were made only to the extent that qualifying income existed. At December 31, 2006, and December 31, 2005, we accrued $261,661 and $2,107,858, respectively, for profit sharing.sharing related to the 2005 plan year. On March 1, 2006, the Company paid $1,897,072 to plan participants (employees and former employees), which represented approximately 90 percent of the total estimated profit-sharing payment for 2005. The Company recorded $50,875 of expense for the twelve months ended December 31, 2006, based on updated estimates of its ultimate tax liability for 2005. The balance of $261,661 related to the 2005 plan year was paid on January 31, 2007, upon finalization of our tax returns.

8391

As discussed in Note 3, subject to receiving exemptive relief from the SEC, the Company may permit certain former officers of the Company to be participants of the Stock Plan. Alternatively, the SEC may provide relief which would permit us to pay out the remainder, if any, of the former officers' grandfathered participations under the terminated 2002 Plan.


NOTE 5.6. DISTRIBUTABLE EARNINGS

As of December 31, 2006,2007, December 31, 2005,2006, and December 31, 2004,2005, there were no distributable earnings. The difference between the book basis and tax basis components of distributable earnings is primarily nondeductible deferred compensation and net operating losses.

On December 20, 2005, the Company declared a designated undistributed capital gain dividend ("deemed dividend") for shareholders of record as of December 31, 2005. The deemed dividend for 2005 was $23,206,763. See Note 7. "Income“Note 8. Income Taxes."” The Company did not declare dividends for the years ended December 31, 2006,2007, or December 31, 2004.2006.


NOTE 6.7. EMPLOYEE BENEFITS

Employment Agreement with CEO

On October 19, 1999,Pursuant to his employment agreement, as most recently amended as of August 2, 2007 (the "Employment Agreement"), during the period of employment, Charles E. Harris signed anis to receive compensation in the form of base salary, with automatic yearly adjustments to reflect inflation, which amounted to a minimum required base salary of $246,651 for 2006. In addition, the Board may increase such salary, and subsequently decrease it, but not below the level provided for by the automatic adjustments described above. Mr. Harris's base salary for 2006 was increased to $300,000 (thereby also increasing his SERP benefit as described below) in part in recognition of a 74 percent decrease in Mr. Harris's profit-sharing allocation in recent years in order to provide additional profit sharing to other employees. This was the first salary increase for Mr. Harris, other than cost-of-living adjustments, since 1994. Mr. Harris's base salary for 2007 and 2008 was increased to $306,187 and $314,623, respectively, based on cost-of-living adjustments.

Under his employment agreement, with us, which superseded an employment agreement that was about to expire on December 31, 1999. The agreement was to terminate on December 31, 2004 (the "Term"); provided, on January 1, 2000, and on each day thereafter, the Term extends automatically by one day unless at any time we or Mr. Harris by written notice, decideis entitled to participate in all compensation and employee benefit plans or programs, and to receive all benefits, perquisites, and emoluments for which salaried employees are eligible. Under the Employment Agreement, we furnish Mr. Harris with certain perquisites, which include a company car, health-club membership, membership in certain social or country clubs, a reimbursement for an annual physical examination and up to a $5,000 annual reimbursement, adjusted for inflation, over the period of the agreement, for personal financial or tax advice.

The Employment Agreement also provides Mr. Harris with life insurance for the benefit of his designated beneficiary in the amount of at least $2,000,000; provides reimbursement for uninsured medical expenses, not to extendexceed $10,000 per annum, adjusted for inflation, over the Term, in which case the Term will expire five years from the dateperiod of the written notice. On October 14, 2004,agreement; provides Mr. Harris signed an Amended and Restated Employment Agreementhis spouse with us (the "Employment Agreement")long-term care insurance; and provides Mr. Harris with disability insurance providing for continuation of 100 percent of his base salary for a specified period. These benefits are for the purposeterm of changing the termination date to be consistent with his retirement date under the Company's Executive Mandatory Retirement Benefit Plan.Employment Agreement. The Employment Agreement provides that the term of Mr. Harris's employment may not be extended beyond December 31, 2008, unless a committee of the Board consisting of non-interested Directors extends the date by one year pursuant to the Executive Mandatory Retirement Benefit Plan, and Mr. Harris agrees to serve beyond December 31, 2008.

During the period of employment, Mr. Harris shall serve as our Chairman and Chief Executive Officer; be responsible for the general management of our affairs and all our subsidiaries, reporting directly to our Board of Directors; serve as a member of the Board for the period of which he is and shall from time to time be elected or reelected; and serve, if elected, as an officer and director of any subsidiary or affiliate of us.

Mr. Harris is to receive compensation under his Employment Agreement in the form of base salary, with automatic yearly adjustments to reflect inflation. In addition, the Board may increase such salary, and consequently decrease it, but not below the level provided for by the automatic adjustments described above.

8492

In 2006, the base salary of Mr. Harris was increased from $246,651, the amount due to him for 2006 pursuant to his Employment Agreement, to $300,000 (thereby also increasing his SERP benefit) in part in recognition of a 74 percent decrease in Mr. Harris's profit-sharing allocation in recent years in order to provide additional profit sharing to other employees. This was the first salary increase for Mr. Harris, other than cost of living adjustments, since 1994. Mr. Harris's base salary for 2007 was increased to $306,187 based on a cost of living adjustment.

Mr. Harris is also entitled to participate in our Profit-Sharing Plan as well as in all compensation or employee benefit plans or programs, and to receive all benefits, perquisites, and emoluments for which salaried employees are eligible. Under theHarris's Employment Agreement we furnish Mr. Harris with certain perquisites which includealso provides for a company car,supplemental executive retirement plan (the "SERP") and a personal trainer, membership in certain clubs and up to a $5,000 annual reimbursementseverance compensation agreement for personal, financial or tax advice, adjusted for inflation.his benefit as discussed below.

The Employment Agreement provides Mr. Harris with life insurance for the benefit of his designated beneficiaries in the amount of $2,000,000; provides reimbursement for uninsured medical expenses, not to exceed $10,000 per annum, adjusted for inflation, over the period of the contract; provides Mr. Harris and his spouse with long-term care insurance; and with disability insurance in the amount of 100 percent of his base salary. These benefits are for the term of the Employment Agreement.
The Employment Agreement provides severance pay inIn the event of termination without cause or by constructive discharge, and alsoMr. Harris’s Employment Agreement provides for the continuation of certain death benefits over specified periods, as well as severance pay, payable to the surviving spouseMr. Harris (or to his estate if he dies before all payments are made), equal to the executive'stwo times his base salary fordistributed over a period of two years.

Other than Mr. Harris, our Chairman and Chief Executive Officer, none of our executive officers has a change in control agreement. None of our executive officers is entitled to any special payments solely upon a change in control.

In addition, Mr. Harris is entitled to receive severance pay pursuant to the severance compensation agreement that he entered into with us, effective August 15, 1990.1990, and amended and restated effective as of January 1, 2005. The severance compensation agreement provides that if, following a change in our control, as defined in the agreement, hisMr. Harris’s employment is terminated by us without cause or by the executivehim within one year of such change in control, he shall be entitled to receive compensation in a lump sum payment equal to 2.99 times his average annualizedbase salary plus other amounts included in Mr. Harris’s income as compensation from the Company (but excluding bonus, incentive, profit sharing plan and equity compensation) as in effect over the most recent five years preceding the year in which the change in control occurred. Under the severance compensation agreement, Mr. Harris is also entitled to receive a lump sum payment equal to any amounts forfeited on account of his termination, under any employee pension benefit plan, including benefits under the Company’s executive mandatory retirement benefit plan. In addition, he is entitled to receive medical and health insurance coverage under the Company’s retiree medical benefit plan and all other welfare benefits. If Mr. Harris'sbenefits he would be eligible to receive in the event of termination is without cause or is aby constructive discharge, the amount payable under the Employment Agreementalthough no duplicate benefits will be reduced byprovided. In the amounts paid pursuantevent that Mr. Harris is entitled to receive 2.99 times his base salary under the severance compensation agreement, he shall not also be paid two times his base salary under the employment agreement.

SERP

The Employment Agreement provides that we adopt a supplemental executive retirement plan (the "SERP") for the benefit of Mr. Harris. Under the SERP, we will cause an amount equal to one-twelfth of Mr. Harris's current annual salary to be credited each month (a "Monthly Credit") to a special account maintained for this purpose on our books for the benefit of Mr. Harris, (the "SERP Account").provided that Mr. Harris is employed by us on the last business day of such month. The amounts credited to the SERP Account are deemed invested or reinvested in such investments as determinedare requested by Mr. Harris.Harris and agreed to by the Company. The SERP Account is credited and debited to reflect the deemed investment returns, losses and expenses attributed to such deemed investments and reinvestments.reinvestments in accordance with the terms of the SERP. Mr. Harris's benefit under the SERP equals the balance in the SERP Account and such benefit will always be 100 percent vested (i.e., not forfeitable).

93

In 2005, Mr. Harris received a $125,000 distribution from the SERP Account. The balance of the SERP Account will be paid in a lump sum on May 30, 2008, and any subsequent balance will be paid on July 31, 2009.

If Mr. Harris dies before the entire benefit under the SERP Account has been paid to him, the amount remaining in the SERP Account will be distributed to Mr. Harris in a lump sum on December 31, 2008; provided, however, in the event of the termination of his employment, the balance in the SERP Account will be distributed to Mr. Harris or his beneficiary as the case may be, in a lump-sum payment within 30 dayson the 90th day after the date of such termination. The obligations incurred by us under the SERP, which amounted to $2,149,785 and $1,730,434 at December 31, 2006 and 2005, respectively, are included in accounts payable and accrued liabilities. his death.

We have established a rabbi trust for the purpose of accumulating funds to satisfy suchthe obligations incurred by us under the SERP, which are reflected asamounted to $2,667,020 and $2,149,785 at December 31, 2007, and 2006, respectively, and is included in accounts payable and accrued liabilities. The restricted funds onfor the accompanying consolidated balance sheets.SERP Account totaled $2,667,020 and $2,149,785 at December 31, 2007, and 2006, respectively. Mr. Harris's rights to benefits pursuant to this SERP will be no greater than those of a general creditor of us.

85



401(k) Plan

As of January 1, 1989, weWe adopted an employee benefits programa 401(k) Plan covering substantially all of our employees under a 401(k) Plan and Trust Agreement. As of January 1, 1999, we adopted the Harris & Harris Pension Plan and Trust, a money purchase plan that would allow us to stay compliant with the 401(k) top-heavy regulations and deduction limitation regulations. In 2001, Congress enacted the Economic Growth and Tax Relief Reconciliation Act of 2001, which has increased the deduction limits for plans such as the 401(k) Plan. This Act eliminated the need for us to maintain two separate plans. Effective December 31, 2001, the Pension Plan merged into the 401(k) Plan, with the 401(k) Plan being the surviving plan.employees. Matching contributions to the plan are at the discretion of the Compensation Committee. For the year ended December 31, 2006,2007, the Compensation Committee approved a 100 percent match which amounted to $155,000.$176,873. The 401(k) Company match for the years ended December 31, 2006 and 2005 was $155,000 and 2004 was $119,360, and $99,249, respectively.

Retiree Medical Benefit Retirement Plan

On June 30, 1994, we adopted a plan to provide medical and dental insurance for retirees, their spouses and dependents who, at the time of their retirement, have ten years of service with us and have attained 50 years of age or have attained 45 years of age and have 15 years of service with us. On February 10, 1997, we amended this plan to include employees who "havehave seven full years of service and have attained 58 years of age." On November 3, 2005, we amended this plan to reverse the 1997 amendment for future retirees and to remove dependents other than spouses from the plan. The coverage is secondary to any government or subsequent employer provided health insurance plans. The annual premium cost to us with respect to the entitled retiree shall not exceed $12,000, subject to an index for inflation. On December 8, 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the "Act") was signed into law. The Act introduces a prescription drug benefit under Medicare (Medicare Part D) as well as a federal subsidy to sponsors of retiree health care benefit plans that provide a benefit that is at least actuarially equivalent to Medicare Part D. The Act, which went into effect January 1, 2006, provides a 28 percent subsidy for post-65 prescription drug benefits. Our liability assumes our plan is actuarially equivalent under the Act.

94

The stock options of retirees who qualify for the Medical Benefit Retirement Plan will remain exercisable (to the extent exercisable at the time of the optionee’s termination) post retirement, if such retiree executes a post-termination non-solicitation agreement in a form reasonably acceptable to the Company, until the expiration of its term.

The plan is unfunded and has no assets. The following disclosures about changes in the benefit obligation under our plan to provide medical and dental insurance for retirees are as of the measurement date of December 31:

86


 
2006
 
2005
  
2007
 
2006
 
          
Accumulated Postretirement Benefit     
Obligation at Beginning of Year 
$ 
675,334 $546,090 
Accumulated Postretirement Benefit Obligation at Beginning of Year $696,827 $675,334 
              
Service Cost  79,381  49,990   102,676  79,381 
              
Interest Cost  33,786  32,573   33,935  33,786 
              
Actuarial (Gain)/Loss  (84,879) 57,091   (196,248) (84,879)
              
Benefits Paid  (6,795) (10,410)  (8,445) (6,795)
              
Accumulated Postretirement
       
Benefit Obligation at End of Year
 
$
696,827
 
$
675,334
 
Accumulated Postretirement Benefit Obligation at End of Year
 
$
628,745
 
$
696,827
 
In accounting for the plan, the assumption made for the discount rate was 5.756.55 percent and 5.55.75 percent for the years ended December 31, 2007, and 2006, respectively. The assumed health care cost trend rates in 2007 were 9 percent grading to 6 percent over three years for medical and 2005, respectively.5 percent per year for dental. The assumed health care cost trend rates in 2006 were 9 percent grading to 6 percent over three years for medical and 3 percent per year for dental. The assumed health care cost trend rates in 2005 were 10.0 percent grading to 6.0 percent over four years and 3.0 percent for dental. The effect on disclosure information of a one percentage point change in the assumed health care cost trend rate for each future year is shown below.
       
 
1% Decrease
 
Assumed
 
1% Increase
 
 
in Rates
 
Rates
 
in Rates
  
1% Decrease
in Rates
 
Assumed
Rates
 
1% Increase
in Rates
 
              
Aggregated Service and Interest Cost $93,584 $113,167 $132,289  $105,317 $136,611 $179,692 
                    
Accumulated Postretirement Benefit Obligation $602,552 $696,827 $780,977  $606,717 $628,745 $883,758 
The net periodic postretirement benefit cost for the year is determined as the sum of service cost for the year, interest on the accumulated postretirement benefit obligation and amortization of the transition obligation (asset) less previously accrued expenses over the average remaining service period of employees expected to receive plan benefits. The following is the net periodic postretirement benefit cost for the years ended December 31, 2007, 2006, 2005 and 2004:2005:

 
 
2006
 
2005
 
2004
 
        
Service Cost $79,381 $49,990 $60,788 
           
Interest Cost on Accumulated Postretirement          
Benefit Obligation  33,786  32,573  26,343 
           
Amortization of Transition Obligation  0  0  0 
           
Amortization of Net (Gain)/Loss  0  0  0 
           
Net Periodic Post Retirement Benefit Cost
 
$
113,167
 
$
82,563
 
$
87,131
 

8795


  
2007
 
2006
 
2005
 
        
Service Cost $102,676 $79,381 $49,990 
           
Interest Cost on Accumulated Postretirement Benefit Obligation  33,935  33,786  32,573 
           
Amortization of Transition Obligation  0  0  0 
           
Amortization of Net (Gain)/Loss  (6,234) 0  0 
           
Net Periodic Post Retirement Benefit Cost
 
$
130,377
 
$
113,167
 
$
82,563
 
The Company estimates the following benefits to be paid in each of the following years:

2007 $16,968 
2008 $25,388  $18,489 
2009 $27,093  $23,639 
2010 $24,781  $25,584 
2011 $26,465  $20,213 
2012 through 2016 $162,990 
2012 $21,663 
2013 through 2017 $135,078 

The contribution payable for 20072008 is estimated to be $16,968.$18,489.

On December 31, 2006, the Company adopted the recognition and disclosure provisions of SFAS No. 158. SFAS No. 158 required the Company to recognize the funded status of its retirement benefit plans in the December 31, 2006 statement of assets and liabilities with a corresponding adjustment to net assets. The adjustment to net assets at adoption of $61,527 represents the net unrecognized actuarial gains of $95,145 applicable to the healthcare benefit plan net of $33,618 of unrecognized actuarial losses applicable to the Executive Mandatory Retirement Benefit Plan. Such amounts previously were reflected as a net increase of the plan's funded status in the Company's statement of assets and liabilities pursuant to the provisions of SFAS Nos. 106 and 187. These amounts will be subsequently recognized as net periodic benefit cost pursuant to the Company's historical accounting policy for amortizing such amounts. Further, actuarial gains and losses that arise in subsequent periods and are not recognized as net periodic benefit cost in the same periods will be recognized as a component of net assets. Those amounts will be subsequently recognized as a component of net periodic benefit cost on the same basis as the amounts recognized at adoption of SFAS No. 158.

The adoption of SFAS No. 158 had no effect on the Company's consolidated statement of operations forFor the year ended December 31, 2006, or2007, net unrecognized actuarial gains, which resulted from the increase in the discount rate referred to above, increased by $190,014, which represents $196,248 of actuarial gains arising during the year, net of a $6,234 reclassification adjustment which reduced the net periodic benefit cost for any prior period presented.the year.

96

Executive Mandatory Retirement Benefit Plan

On March 20, 2003, in order to begin planning for eventual management succession, the Board of Directors voted to establish the Executive Mandatory Retirement Benefit Plan for individuals who are employed by us in a bona fide executive or high policy makingpolicy-making position. The plan was amended and restated effective January 1, 2005, to comply with certain provisions of the Internal Revenue Code. There are currently three suchfour individuals that qualify under the plan,plan: Charles E. Harris, the Chairman and Chief Executive Officer, Douglas W. Jamison, the President and Chief Operating Officer, andDaniel B. Wolfe, the Chief Financial Officer, and Mel P. Melsheimer, the former President, Chief Operating Officer and Chief Financial Officer. Under this plan, mandatory retirement will taketakes place effective December 31 of the year in which the eligible individuals attain the age of 65. On an annual basis beginning in the year in which the designated individual attains the age of 65, a committee of the Board consisting of non-interested directors may determine for our benefit to postpone the mandatory retirement date for that individual for one additional year for our benefit.

88


year.

Under applicable law prohibiting discrimination in employment on the basis of age, we can impose a mandatory retirement age of 65 for our executives or employees in high policy-making positions only if each employee subject to the mandatory retirement age is entitled to an immediate retirement benefit at retirement age of at least $44,000 per year. The benefits payable at retirement to Mr. Harris and Mr. Melsheimer under our existing 401(k) plan do not equal this threshold. AThe plan was established to provide the difference between the benefit required under the age discrimination laws and that provided under our existing plans. For individuals retiring after 2007, the benefit under the plan is paid to the qualifying individual in the form of a lump sum, and is paid six months and one day after the individual’s separation from service with the Company, pursuant to certain exceptions.

At December 31, 20062007, and 2005,2006, we had accrued $347,075$382,932 and $281,656,$347,075, respectively, for benefits under this plan. At December 31, 2006, $241,8362007, $235,630 was accrued for Mr. Melsheimer and $105,239$147,302 was accrued for Mr. Harris. Currently, there is no accrual for Mr. Jamison. In 2006,Jamison or Mr. Wolfe. This benefit will be unfunded, and the Company recorded an unrecognized loss in net assets of $33,618 forexpense as it relates to Mr. Melsheimer and Mr. Harris is being amortized over the Executive Mandatory Retirement Benefit Plan, pursuant tofiscal periods through the adoption of SFAS No. 158. The Company also recorded an additional liability of $33,618.years ended December 31, 2004, and 2008, respectively. On December 31, 2004, Mr. Melsheimer retired pursuant to the Executive Mandatory Retirement Benefit Plan. His annual benefit under the plan is $22,915. Mr. Harris's projected mandatory benefit is $15,458 uponwill be approximately $147,302 and paid as a lump sum six months and one day after his retirement.


NOTE 7.8. INCOME TAXES

We filed for the 1999 tax year to elect treatment as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986 (the "Code") and qualified for the same treatment for the years 2000 through 2007. However, there can be no assurance that we will qualify as a RIC for 2008 or subsequent years.

97

In the case of a RIC, which furnishes capital to development corporations, there is an exception to the rule relating to the diversification of investments required to qualify for RIC treatment. This exception is available only to registered management investment companies which the SEC determines to be principally engaged in the furnishing of capital to other corporations which are principally engaged in the development or exploitation of inventions, technological improvements, new processes, or products not previously generally available ("SEC Certification"). We have received SEC Certification since 1999, including for 2006, but it is possible that we may not receive SEC Certification in future years.
In addition, under certain circumstances, even if we qualified for Subchapter M treatment for a given year, we might take action in a subsequent year to ensure that we would be taxed in that subsequent year as a C Corporation, rather than as a RIC. As a RIC, we must, among other things, distribute at least 90 percent of our investment company taxable income and may either distribute or retain our realized net capital gains on investments.

Provided that a proper election is made, a corporation taxable under Subchapter C of the Code or a C Corporation that elects to qualify as a RIC continues to be taxable as a C Corporation on any gains realized within 10 years of its qualification as a RIC (the "Inclusion Period") from sales of assets that were held by the corporation on the effective date of the RIC election ("C Corporation Assets"), to the extent of any gain built into the assets on such date ("Built-In Gain"). If the corporation fails to make a proper election, it is taxable on its Built-In Gain as of the effective date of its RIC election. We had Built-In Gains at the time of our qualification as a RIC and made the election to be taxed on any Built-In Gain realized during the Inclusion Period.
 
To the extent that we retain capital gains and declare a deemed dividend to shareholders, the dividend is taxable to the shareholders. We would pay tax on behalf of shareholders, at the corporate rate, on the distribution, and the shareholders would receive a tax credit equal to their proportionate share of the tax paid. We took advantage of this rule for 2005. Included in net realized income from investments for the year ended December 31, 2005, were net realized gains before taxes of $23,862,037, which consisted primarily of a net realized long term capital gain on the sale of our investment in Neurometrix, Inc., offset by realized net long term capital losses on the sales of Agile Materials & Technologies, Inc., Experion Systems, Inc., Nanotechnologies, Inc., and Optiva, Inc. We applied $140,751 of our capital loss carryforwards and $501,640 of our pre-1999 loss carryforwards on Built-In Gains to these gains.

In December 2005, we declared a deemed dividend on net taxable realized long-term capital gains of $23,206,763. The Company recorded a tax payable on its Consolidated Statements of Assets and Liabilities of $8,122,367 for taxes payable on behalf of its shareholders. This distribution of $8,122,367 was also recorded as an income tax expense on the Consolidated Statements of Operations for the year ended December 31, 2005. Shareholders of record at December 31, 2005, received a tax credit of $0.39131971 per share. The balance of $15,084,396 was retained by the Company. The Company paid $8,122,367 of taxes on behalf of its shareholders on January 30, 2006. At December 31, 2005, we had $1,514,967 accrued for federal and state income taxes payable upon filing of our 2005 tax returns.

8998

DuringFor federal tax purposes, the Company’s 2004 through 2007 tax years remain open for examination by the tax authorities under the normal three year statute of limitations. Generally, for state tax purposes, the Company’s 2004 through 2007 tax years remain open for examination by the tax authorities under a four year statute of limitations.

For the twelve months ended December 31, 2006,2007, we paid $9,378,520$74,454 in interest and penalties related to the federal income tax on Built-In Gains recognized in the Company's 2005 tax year, which is included in income tax expense. During 2007, we paid $10,290 in federal, state and local income taxes. At December 31, 2006,2007, we had $0 accrued for federal, state and local taxes payable by the Company.

We pay federal, state and local taxes on behalf of our wholly owned subsidiary, Harris & Harris Enterprises, Inc., which is taxed as a C Corporation. For the years ended December 31, 2007, 2006, 2005 and 2004,2005, our income tax expense (benefit) for Harris & Harris Enterprises, Inc., was $3,231, $9,475 and ($6,411) and $44,509,, respectively.

For the years ended December 31, 2007, 2006, 2005 and 2004,2005, the Company's income tax (benefit) expense was allocated as follows:


 
2006
 
2005
 
2004
  
2007
 
2006
 
2005
 
              
Investment operations $0 $0 $0  $0 $0 $0 
          
Realized income on investments  (227,355) 1,530,881  (44,509)  87,975  (227,355) 1,530,881 
          
Taxes paid on behalf of shareholders  0  8,122,367  0   0  0  8,122,367 
Increase (decrease) in unrealized          
appreciation on investments  ( 0) (1,364,470) 695,126 
          
Increase (decrease) in unrealized appreciation on investments  0  (0) (1,364,470)
          
Total income tax (benefit) expense $(227,355)$8,288,778 $650,617  $87,975 $(227,355)$8,288,778 
          
          
The above tax expense consists of the following:          
          
          
  
2006
  
2005
  
2004
 
          
Current $(227,355)$9,653,248 $(44,509)
Deferred -- Federal  0  (1,364,470) 695,126 
Total income tax (benefit) expense $(227,355)$8,288,778 $650,617 
The above tax expense consists of the following:


  
2007
 
2006
 
2005
 
        
Current $87,975 $(227,355)$9,653,248 
Deferred — Federal  0  0  (1,364,470)
Total income tax (benefit) expense $87,975 $(227,355)$8,288,778 
Continued qualification as a RIC requires us to satisfy certain investment asset diversification requirements in future years. Our ability to satisfy those requirements may not be controllable by us. There can be no assurance that we will qualify as a RIC in subsequent years.


99
NOTE 8.9. COMMITMENTS & GUARANTEES

On April 17, 2003, we signed a seven-year sublease for office space at 111 West 57th Street in New York City. On December 17, 2004, we signed a sublease for additional office space at our current location. The subleases expire on April 29, 2010. Total rent expense for our office space in New York City was $178,167 in 2007, $174,625 forin 2006 and $171,171 in 2005 and $130,518 in 2004.2005. Future minimum sublease payments in each of the following years are: 2007 -- $184,968; 2008 -- $188,598;— $193,083; 2009 -- $192,318;— $197,700; and thereafter, for the remaining term -- $64,301.— $65,969.

90In the ordinary course of business, we indemnify our officers and directors, subject to certain regulatory limitations, for loss or liability related to their service on behalf of the Company, including serving on the Boards of Directors or as officers of portfolio companies. At December 31, 2007, and 2006, we believe our estimated exposure is minimal, and accordingly we have no liability recorded.


NOTE 9.10. CAPITAL TRANSACTIONS

In 1998, the Board of Directors approved that effective January 1, 1998, 50 percent of all Directors' fees be used to purchase our common stock from us. However, effective March 1, 1999, the Board of Directors approved that Directors may purchase our common stock in the open market, rather than from us.

Since 1998, we have repurchased a total of 1,859,047 of our shares for a total of $3,496,388, including commissions and expenses, at an average price of $1.88 per share. These treasury shares were reduced by the purchases made by the Directors. On July 23, 2002, because of our strategic decision to invest in tiny technology, the Board of Directors reaffirmed its commitment not to authorize the purchase of additional shares of stock in the foreseeable future.

On November 29, 2006, we filed a registration statement with the SEC on Form N-2 with respect to register 4,000,000 shares of our common stock. On December 11, 2006, and on April 23, 2007, we filed an amended registration statementstatements with the SEC. AfterOn May 11, 2007, the effective date,SEC declared the registration statement effective. The common stock may be sold at prices and on terms to be set forth in one or more supplements to the prospectus from time to time.

In September of 2005,On June 25, 2007, we completed the sale of 3,507,5001,300,000 shares of our common stock for gross proceeds of $37,091,813;$14,027,000; net proceeds of thethis offering, after placement agent fees and offering costs of $565,246,$1,033,832, were $36,526,567. We intend to use, and have been using, the net proceeds of the offering to make new investments in tiny technology as well as follow-on investments in our existing venture capital investments, and for working capital.$12,993,168.


NOTE 10. OTHER11. CHANGE IN NET ASSETS PER SHARE

AtThe following table sets forth the computation of basic and diluted per share net increases in net assets resulting from operations for the twelve months ended December 31, 2004, we had a total of $255,486 of funds in escrow as a result of the merger of NanoGram Devices Corporation2007, 2006, and a wholly owned subsidiary of Wilson Greatbatch Technologies, Inc. The funds were held for one year, until March 16, 2005, in an interest-bearing escrow account to secure the indemnification obligations of the former stockholders of NanoGram Devices Corporation. During 2004, we set up, by a charge to realized income from investments, a reserve of 100 percent of the $255,486. On March 16, 2005, we received the entire $255,486, released the reserve and realized the income.2005.

  
2007
 
2006
 
2005
 
Numerator for (decrease) increase in net assets per share $(6,716,445)$(11,773,112)$6,716,376 
Denominator for basic and diluted weighted average shares  22,393,030  20,759,547  18,471,770 
Basic and diluted net (decrease) increase in net assets per share resulting from operations $(0.30)$(0.57)$0.36 

100

NOTE 11.12. SUBSEQUENT EVENTS

In January 2007, the Company issued 189,990 shares of common stock upon the exercise of employee stock options. The Company received proceeds of $1,920,799.

On January 31, 2007, the Company paid the final installment of the 2005 profit-sharing balance to participants totaling $261,661.

On February 2, 2007,16, 2008, we made a $350,877$736,019 follow-on investment that has not yet been announced in a privately held tiny technology portfolio company.

91

On February 6, 2007,January 31, 2008, we made a $540,000$377,580 follow-on investment that has not yet been announced in a privately held tiny technology portfolio company.

On February 9, 2007,1, 2008, we made a $500,000$25,000 follow-on investment in Solazyme, Inc.

On February 15, 2007, we made a $268,654 follow-on investmentthat has not yet been announced in a privately held tiny technology portfolio company.

On February 20, 2007,8, 2008, we made a $1,147,826$244,500 new investment in PolyRemedy, Inc.

On February 21, 2008, we made a $1,052,174 follow-on investment that has not yet been announced in a privately held tiny technology portfolio company.

InOn February 2007, the Company issued 136,022 shares of common stock upon the exercise of employee stock options. The Company received proceeds of $1,375,180.25, 2008, we made a $1,000,001 follow-on investment that has not yet been announced in a privately held tiny technology portfolio company.

LateOn March 7, 2008, we made a $2,000,000 follow-on investment that has not yet been announced in the first quarter of 2007, one of oura privately held tiny technology portfolio companies decided to curtail its fund-raising efforts and to move to sell its assets. If this company sold all of its assets, we believe that the aggregate net proceeds to us, if any, for our ownership interest would probably be substantially less than the valuation that we placed on our ownership interest in this company as a going concern at December 31, 2006. At December 31, 2006, we valued our ownership interest in this company at slightly more than one percent of our gross assets.company.


NOTE 12. SELECTED QUARTERLY DATA (UNAUDITED)

          
  
 2006
 
          
 
 
1st Quarter
 
2nd Quarter
 
3rd Quarter
 
 4th Quarter
 
          
Total investment income $804,862 $785,265 $719,619 $719,015 
              
Net operating loss $(767,743)$(693,887)$(2,988,790)$(3,162,515)
              
Net increase (decrease) in net             
assets resulting from operations $(1,653,990)$(1,282,997)$(2,588,092)$(6,248,033)
              
Net (decrease) increase in net             
assets resulting from operations             
 per average outstanding share
 $($0.08)$(0.06)$(0.12)$(0.31)

92101

NOTE 13. SELECTED QUARTERLY DATA (UNAUDITED)
  
 2005
 
  
 
 
 
 
 
 
 
 
  
 1st Quarter
 
2nd Quarter
 
3rd Quarter
 
 4th Quarter
 
          
Total investment income $260,108 $158,717 $315,374 $801,662 
Net operating loss $(745,590)$(3,302,094)$(3,273,797)$1,851,274 
Net increase (decrease) in net             
assets resulting from operations $(2,233,447)$7,001,847 $7,336,923 $(5,388,947)
              
Net (decrease) increase in net             
assets resulting from operations             
 per average outstanding share
 $(0.13)$0.41 $0.40 $(0.26)

  
2007
 
  
1st Quarter
 
2nd Quarter
 
3rd  Quarter
 
4th Quarter
 
          
Total investment income $652,498 $637,701 $743,414 $672,023 
              
Net operating loss $(2,667,118)$(2,891,667)$(3,117,595)$(3,151,163)
              
Net increase (decrease) in net assets resulting from operations $(6,390,160)$(4,093,644)$604,237 $3,163,122 
              
Net (decrease) increase in net assets resulting from operations per average outstanding share $(0.30)$(0.19)$0.03 $0.16 

  
2006
 
  
1st Quarter
 
2nd Quarter
 
3rd  Quarter
 
4th Quarter
 
          
Total investment income $804,862 $785,265 $719,619 $719,015 
              
Net operating loss $(767,743)$(693,887)$(2,988,790)$(3,162,515)
              
Net increase (decrease) in net assets resulting from operations $(1,653,990)$(1,282,997)$(2,588,092)$(6,248,033)
              
Net (decrease) increase in net assets resulting from operations per average outstanding share $(0.08)$(0.06)$(0.12)$(0.31)

93102



HARRIS & HARRIS GROUP, INC.
FINANCIAL HIGHLIGHTS

  
Year Ended
 
Year Ended
 
Year Ended
 
  
December 31, 2006
 
December 31, 2005
 
December 31, 2004
 
        
Per Share Operating Performance       
        
Net asset value per share, beginning of year $5.68 $4.33 $2.95 
Net operating (loss) income*  (0.37) (0.30) (0.22)
Net realized income (loss) on investments*  0.01  0.77  0.06 
Net increase (decrease) in unrealized          
appreciation (depreciation) as a          
result of sales*    (1.18) 0.06 
Net increase (decrease) in unrealized          
appreciation (depreciation) on         
investments held*  (0.21) 1.07  (0.03)
Total from investment operations*  (0.57) 0.36  (0.13)
           
Net increase as a result of stock-          
based compensation  0.24  0  0 
Net increase as a result of proceeds          
from exercise of options  0.07  0  0 
Net increase as a result of stock          
offering  0  0.99  1.51 
Total increase from capital          
stock transactions  0.31  0.99  1.51 
           
Net asset value per share, end of year $5.42 $5.68 $4.33 
           
Stock price per share, end of year $12.09 $13.90 $16.38 
           
Total return based on stock price(1) 
  (13.0)% (15.1)% 42.1%
           
           
Supplemental Data:
          
           
Net assets, end of year $113,930,303 $117,987,742 $74,744,799 
           
Ratio of expenses to average net assets(1)
  9.2% 7.5% 7.4%
           
Ratio of net operating loss to          
average net assets(1)
  (6.6)% (5.8)% (6.3)%
           
Cash dividends paid per share $0.00 $0.00 $0.00 
           
Taxes payable on behalf of shareholders          
on the deemed dividend per share $0 $0.39 $0.00 
           
Number of shares outstanding, end of year  21,015,017  20,756,345  17,248,845 
  
Year Ended
December 31, 2007
 
Year Ended 
December 31, 2006
 
Year Ended 
December 31, 2005
 
        
Per Share Operating Performance          
           
Net asset value per share, beginning of year $5.42 $5.68 $4.33 
           
Net operating (loss) income*  (0.53) (0.37) (0.30)
Net realized income on investments*  0.00  0.01  0.77 
Net increase (decrease) in unrealized appreciation (depreciation) as a result of sales*  0.00  0.00  (1.18)
Net increase (decrease) in unrealized appreciation (depreciation) on investments held*  0.23  (0.21) 1.07 
Total from investment operations*  (0.30) (0.57) 0.36 
           
Net increase as a result of stock- based compensation expense*  0.36  0.24  0.00 
Net increase as a result of proceeds from exercise of options  0.19  0.07  0.00 
Net increase as a result of stock offering  0.26  0.00  0.99 
Total increase from capital stock transactions  0.81  0.31  0.99 
           
Net asset value per share, end of year $5.93 $5.42 $5.68 
           
Stock price per share, end of year $8.79 $12.09 $13.90 
           
Total return based on stock price  (27.3)% (13.0)% (15.1)%
           
Supplemental Data:
          
           
Net assets, end of year $138,363,344 $113,930,303 $117,987,742 
           
Ratio of expenses to average net assets  11.6% 9.2% 7.5%
           
Ratio of net operating loss to average net assets  (9.5)% (6.6)% (5.8)%
           
Cash dividends paid per share $0.00 $0.00 $0.00 
           
Taxes payable on behalf of shareholders on the deemed dividend per share $0.00 $0.00 $0.39 
           
Number of shares outstanding, end of year  23,314,573  21,015,017  20,756,345 


*Based on average shares outstanding.
(1)Not annualized.


The accompanying notes are an integral part of this schedule.


94103



Item 9. Changes in and Disagreements With Accountants on Accounting and Financial DisclosureDisclosure.

None.


Item 9A. Controls and ProceduresProcedures.

Disclosure Controls and Procedures

As of the end of the period covered by this report, the Company’s management, under the supervision and with the participation of our chief executive officer and chief financial officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as required by Rules 13a-15 of the Securities Exchange Act of 1934 (the "1934 Act")). Disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the issuer's management, as appropriate, to allow timely decisions regarding required disclosures. As of December 31, 2006,2007, based upon this evaluation of our disclosure controls and procedures, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective.

Internal Control Over Financial Reporting

Management's Report on Internal Control Over Financial Reporting and the Report of Independent Registered Public Accounting Firm, which attests to management's assessment ofon the Company’s internal control over financial reporting, is included in Item 8 of this Annual Report on Form 10-K.

Changes in Internal Control Over Financial Reporting

There have not been any changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of 20062007 to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B. Other InformationInformation.

None.

95104

PART III


Item 10.  Directors and Executive Officers of the RegistrantRegistrant.

The information set forth under the captions "Nominees," "Executive Officers," "Board of Directors and Committees - Audit Committee" and "Section 16(a) Beneficial Ownership Reporting Compliance" and "Audit Committee" in our Proxy Statement for the Annual Meeting of Shareholders to be held May 3, 2007,1, 2008, to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934 (the "2007"2008 Proxy Statement"), is herein incorporated by reference.

We have adopted a Code of Conduct for Directors and Employees, which also applies to our Chief Executive Officer, Chief Financial Officer, Treasurer and Controller and is posted on our website at http://www.tinytechvc.com/shareholder_information/Code_of_Conduct.html. You may obtain a copy of the Code of Conduct, free of charge, by calling 1-877-TINY-TECH.

The Board of Directors has determined that Dugald A. Fletcher, and James E. Roberts and Richard P. Shanley are bothall "Audit Committee Financial Experts" serving on our Audit Committee. Messrs. Fletcher, Roberts and RobertsShanley are independent as defined under Section 2(a)(19) of the Investment Company Act of 1940 and under the rules of the NASD.


Item 11. Executive CompensationCompensation.

The information set forth under the captions "Executive Compensation"Compensation," "Compensation Committee Interlocks and "Board of DirectorsInsider Participation" and Committees - Compensation Committee""Compensation Committee Report on Executive Compensation" in the 20072008 Proxy Statement is herein incorporated by reference.


Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersMatters.

The information set forth under the caption "Principal Shareholders and Ownership by Directors and Executive Officers" in the 20072008 Proxy Statement is herein incorporated by reference. The "Equity Compensation Plan Information" chart is set forth under Item 5.


Item 13. Certain Relationships and Related Transactions, and Director IndependenceIndependence.

The information set forth under the captions "Board of DirectorsCommittees," "Nominees" and Committees" and "Nominees""Related Party Transactions" in the 20072008 Proxy Statement is herein incorporated by reference.

96105



Item 14. Principal Accountant Fees and ServicesServices.

The information set forth under the captions "Audit Committee's Pre-Approval Policies," "Audit Fees," "Audit Related Fees," "Tax Fees"Policies" and "All Other Fees""Fees Paid to PwC for 2007 and 2006" in the 20072008 Proxy Statement is herein incorporated by reference.

97106

PART IV


Item 15. Exhibits and Financial Statements SchedulesSchedules.

(a)The following documents are filed as a part of this report:

(a)The following documents are filed as a part of this report:

(1)Listed below are the financial statements which are filed as part of this report:

·Consolidated Statements of Assets and Liabilities as of December 31, 2006,2007, and 2005;2006;
 
·Consolidated Statements of Operations for the years ended December 31, 2007, 2006, 2005, and 2004;2005;
 
·Consolidated Statements of Cash Flows for the years ended December 31, 2007, 2006, 2005, and 2004;2005;
 
·Consolidated Statements of Changes in Net Assets for the years ended December 31, 2007, 2006, 2005, and 2004;2005;
·Consolidated Schedule of Investments as of December 31, 2007;
 
·Consolidated Schedule of Investments as of December 31, 2006;
 
·Footnote to Consolidated Schedule of Investments;
 
·Consolidated Schedule of Investments as of December 31, 2005;
·Footnote to Consolidated Schedule of Investments;
·Notes to Consolidated Financial Statements; and
 
·Financial Highlights for the years ended December 31, 2007, 2006, 2005, and 2004.2005.

 (2)No financial statement schedules are required to be filed herewith because (i) such schedules are not required or (ii) the information has been presented in the above financial statements.

 (3)The following exhibits are filed with this report or are incorporated herein by reference to a prior filing, in accordance with Rule 12b-32 under the Securities Exchange Act of 1934.

 3.1(a)Restated Certificate of Incorporation of Harris & Harris Group, Inc., dated September 23, 2005, incorporated by reference as Exhibit 99 to Form 8-K (File No. 814-00176) filed on September 27, 2005.

 3.1(b)Certificate of Amendment of the Certificate of Incorporation of Harris & Harris Group, Inc., dated May 19, 2006, incorporated by reference as Exhibit 3.1 to the Company's Form 10-Q (File No. 814-00176) filed on August 9, 2006.

 3.1(c)3.2Restated By-laws, incorporated by reference as Exhibit B to Pre-Effective Amendment No.1 to the Company's Registration Statement on Form N-2 (333-112862)(File No. 333-112862) filed on March 22, 2004.

107

 4.1Form of Specimen Certificate of Common Stock, incorporated by reference to Exhibit D to the Company's Registration Statement on Form N-2 (333-138996)(File No. 333-138996) filed November 29, 2006.

98

 10.1Harris & Harris Group, Inc. Custodian Agreement with JP Morgan, incorporated by reference as Exhibit J to Pre-Effective Amendment No. 1 to the Company's Registration Statement on Form N-2 (File No. 333-112862) filed on March 22, 2004.

 10.2Severance Compensation Agreement by and between the Company and Charles E. Harris dated August 15, 1990, incorporated by reference as Exhibit I(4) to Pre-Effective Amendment No. 1 to the Company's Registration Statement on Form N-2 (File No. 333-112862) filed on March 22, 2004.

10.3Form of Indemnification Agreement which has been established with all directors and executive officers of the Company, incorporated by reference as Exhibit I(7) to Pre-Effective Amendment No. 1 to the Company's Registration Statement on Form N-2 (File No. 333-112862) filed on March 22, 2004.

 10.4Amended and Restated Employment Agreement by and between Harris & Harris Group, Inc. and Charles E. Harris, dated October 14, 2004, incorporated by reference as Exhibit 10.2 to the Company's Form 8-K filed on October 15, 2004.

10.510.3Deferred Compensation Agreement, incorporated by reference as Exhibit 10.5 to the Company's Form 10-K for the year ended December 31, 2004 (File No. 814-00176) filed on March 16, 2005.

 10.610.4Amendment No. 4 to Deferred Compensation Agreement, incorporated by reference as Exhibit 10 to the Company's Form 10-Q (File No. 814-00176) filed on August 9, 2006.

 10.710.5Amendment No. 2 to Deferred Compensation Agreement, incorporated by reference as Exhibit 10.1 to the Company's Form 8-K (File No. 814-00176) filed on October 15, 2004.

 10.810.6Amendment No. 1 to Deferred Compensation Agreement, incorporated by reference as Exhibit 10.2 to the Company's Form 10-Q (File No. 811-07074) filed on May 14, 2003.

 10.910.7Trust Under Harris & Harris Group, Inc., Deferred Compensation Agreement, incorporated by reference as Exhibit I(12) to the Company's Registration Statement on Form N-2 (File No. 333-138996) filed on November 29, 2006.

10.8*Harris & Harris Group, Inc. Amended and Restated Employee Profit-Sharing Plan.

10.9Harris & Harris Group, Inc. 2006 Equity Incentive Plan, incorporated by reference as Appendix B to the Company's Proxy Statement for the 2006 Annual Meeting of Shareholders filed on April 3, 2006.

10.10Form of Incentive Stock Option Agreement incorporated by reference as Exhibit 10.1 to the Company's Form 8-K (File No. 814-00176) filed on June 26, 2006.

10.11Form of Non-Qualified Stock Option Agreement, incorporated by reference as Exhibit 10.2 to the Company's Form 8-K (File No. 814-00176) filed on June 26, 2006.

99108

10.12Harris & Harris Group, Inc. Directors Stock Purchase Plan 2001, incorporated by reference as Exhibit I(6) to the Company's Registration Statement on Form N-2 (File No. 333-138996) filed on November 29, 2006.

10.13Amended and Restated Employment Agreement between Harris & Harris Group, Inc. and Charles E. Harris, dated August 2, 2007, incorporated by reference as Exhibit 10.1 to the Company’s Form 8-K (File No. 814-00176) filed on August 3, 2007.

10.14Amended and Restated Severance Compensation Agreement, dated August 2, 2007, incorporated by reference as Exhibit 10.2 to the Company’s Form 8-K (File No. 814-00176) filed on August 3, 2007.

10.15Amended and Restated Supplemental Executive Retirement Plan, dated August 2, 2007, incorporated by reference as Exhibit 10.3 to the Company’s Form 8-K (File No. 814-00176) filed on August 3, 2007.

10.16Amended and Restated Harris & Harris Group, Inc. Executive Mandatory Retirement Benefit Plan, dated August 2, 2007, incorporated by reference as Exhibit 10.4 to the Company’s Form 8-K (File No. 814-00176) filed on August 3, 2007.

10.17*Agreement of Sub-Sublease, dated April 18, 2003, by and between Prominent USA, Inc. and Harris & Harris Group, Inc.

10.18*Amendment to Agreement of Sub-Sublease, dated May 9, 2003, by and between Prominent USA, Inc., and Harris & Harris Group, Inc.

10.19*Assignment and Assumption, Modification and Extension of Sublease Agreement, dated December 17, 2004, by and among the Economist Newspaper Group, Inc., National Academy of Television Arts & Sciences, and Harris & Harris Group, Inc.

14.1Code of Conduct for Directors and Employees of Harris & Harris Group, Inc. incorporated by reference as Exhibit 14 to the Company's Form 8-K (File No. 814-00176) filed on October 5, 2004.

14.2Code of Ethics Pursuant to Rule 17j-1, incorporated by reference as Exhibit 14 to the Company's Form 8-K (File No. 814-00176) filed on March 7, 2008.

31.01*Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.02*Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.01*Certification of CEO and CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*Filed herewith

109

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 HARRIS & HARRIS GROUP, INC.
  
  
Date: March 15, 200712, 2008By:/s/ Charles E. Harris
  Charles E. Harris
  Chairman of the Board


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.

Signatures
 
Title
 
Date
     
/s/ Charles E. Harris Chairman of the Board March 15, 200712, 2008
Charles E. Harris and Chief Executive Officer  
     
/s/ Daniel B. Wolfe 
/s/ Douglas W. JamisonPresident, Chief OperatingMarch 15, 2007
Douglas W. JamisonOfficer, and Chief Financial Officer March 12, 2008
Daniel B. Wolfe    
     
/s/ Patricia N. Egan Chief Accounting Officer March 15, 200712, 2008
Patricia N. Egan 
and Senior Controller
  
     
/s/ W. Dillaway Ayres, Jr. Director March 15, 200712, 2008
W. Dillaway Ayres, Jr.
    
     
/s/ C. Wayne Bardin Director March 15, 200712, 2008
C. Wayne Bardin    

100110

/s/ Phillip A. Bauman Director March 15, 200712, 2008
Phillip A. Bauman
    
     
/s/ G. Morgan Browne Director March 15, 200712, 2008
G. Morgan Browne
    
     
/s/ Dugald A. Fletcher Director March 15, 200712, 2008
Dugald A. Fletcher    
     
/s/ Douglas W. JamisonDirectorMarch 12, 2008
Douglas W. Jamison    
     
/s/ Kelly S. Kirkpatrick Director March 15, 200712, 2008
Kelly S. Kirkpatrick
/s/ Mark A. ParsellsDirectorMarch 15, 2007
Mark A. Parsells
    
     
/s/ Lori D. Pressman Director March 15, 200712, 2008
Lori D. Pressman
    
     
/s/ Charles E. Ramsey Director March 15, 200712, 2008
Charles E. Ramsey
    
     
/s/ James E. Roberts Director March 15, 200712, 2008
James E. Roberts    
     
/s/ Richard P. Shanley Director March 12, 2008
Richard P. Shanley    

101111




EXHIBIT INDEX

The following exhibits are filed with this report in accordance with Rule 12b-32 under the Securities Exchange Act of 1934.


Exhibit No.
 
Description
Description
   
10.8Harris & Harris Group, Inc. Amended and Restated Employee Profit-Sharing Plan.
10.17Agreement of Sub-Sublease, dated April 18, 2003, by and between Prominent USA, Inc. and Harris & Harris Group, Inc.
10.18Amendment to Agreement of Sub-Sublease, dated May 9, 2003, by and between Prominent USA, Inc., and Harris & Harris Group, Inc.
10.19Assignment and Assumption, Modification and Extension of Sublease Agreement, dated December 17, 2004, by and among the Economist Newspaper Group, Inc., National Academy of Television Arts & Sciences, and Harris & Harris Group, Inc.
   
31.01 Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
31.02 Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
32.01 Certification of CEO and CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



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