`UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.

                                    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 SEPTEMBER 30, 2006
                                       or
[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

                           Commission File No. 0-24412
                           MACC PRIVATE EQUITIES INC.
               (Exact Name of Registrant as specified in Charter)

                 Delaware                          42-1421406
       (State or Other Jurisdiction              (I.R.S. Employer
             of Incorporation)                   Identification No.)
       101 Second Street SE, Ste. 800                  52401
       Cedar Rapids, Iowa                           (Zip Code)

                          Registrant's Telephone Number
                       Including Area Code: (319) 363-8249
           Securities Registered Pursuant to Section 12(b) of the Act:

                                             Name of Each Exchange
         Title of Each Class                  On Which Registered
         -------------------                  -------------------
               None                                   None

           Securities Registered Pursuant to Section 12(g) of the Act:
                          Common Stock, $.01 par value

Indicate by check mark if the registrant is a well-known  seasoned issuer,  as
defined in Rule 405 of the Securities Act. Yes [ ] No  |X|

Indicate by check mark if the  registrant  is not required to file reports
pursuant to Section 13 or Section  15(d) of the Act. Yes [ ] No |X|

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 (the
Exchange  Act) 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. Yes |X| 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. |X|

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 [ ] Non-accelerated filer  |X|

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No |X|

Aggregate  market  value  of the  voting  stock  held by  non-affiliates  of the
registrant as of March 31, 2006,  based upon the closing sale price  reported by
the Nasdaq Capital Market on that date of $2.71: $3,573,905.

Number of shares  outstanding of the registrant's  Common Stock, $.01 par value,
as of November 30, 2006: 2,464,621`

---

`DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the  registrant's  Annual Report to  Stockholders  for the year
ended  September 30, 2006 are  incorporated by reference into Parts II and IV of
this Report.  Portions of the  registrant's  definitive  Proxy Statement for the
Annual Meeting of Stockholders to be held on February 27, 2007, are incorporated
by reference into Part III of this Report.

     This  Annual  Report  on Form  10-K  of MACC  Private  Equities  Inc.  (the
"Corporation"  or  "we"  or  "us")  and  its  subsidiary,   MorAmerica   Capital
Corporation (together, the "Companies") contains forward-looking statements. All
statements  in this  Annual  Report on Form  10-K,  including  those made by the
management of the  Companies,  other than  statements of  historical  fact,  are
forward-looking  statements.  Examples  of  forward-looking  statements  include
statements regarding the Companies' future financial results, operating results,
business strategies, projected costs, competitive positions,  management's plans
and objectives for future operations, and industry trends. These forward-looking
statements are based on management's  estimates,  projections and assumptions as
of the date hereof and include the  assumptions  that underlie such  statements.
Forward-looking  statements may contain words such as "may,"  "will,"  "should,"
"could,"  "would,"  "expect,"  "plan,"  "anticipate,"   "believe,"   "estimate,"
"predict,"  "potential,"  and  "continue," the negative of these terms, or other
comparable   terminology.   Any  expectations  based  on  these  forward-looking
statements are subject to risks and uncertainties  and other important  factors,
including  those discussed below and in the section titled "Risk Factors." Other
risks and uncertainties are disclosed in the Corporation's  prior Securities and
Exchange  Commission ("SEC") filings.  These and many other factors could affect
the  Corporation's  future financial  condition and operating  results and could
cause  actual  results  to  differ   materially  from   expectations   based  on
forward-looking statements made in this document or elsewhere by the Corporation
or on its behalf.  The Corporation  undertakes no obligation to revise or update
any forward-looking statements.

     The  following   information   should  be  read  in  conjunction  with  the
Consolidated  Financial  Statements and the  accompanying  Notes to Consolidated
Financial  Statements  included in this Annual Report.  All references to fiscal
year apply to the  Companies'  fiscal  year which ends on  September  30 of each
year.


                                      -2-`

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`FORM 10-K TABLE OF CONTENTS AND CROSS-REFERENCE INDEX

     Certain  information   required  to  be  included  in  this  Form  10-K  is
incorporated by reference to information  contained in the  Corporation's  Proxy
Statement  used in connection  with its 2007 Annual  Shareholders  Meeting to be
held on February  27, 2007 (the "2007 Proxy  Statement")  and the  Corporation's
Annual  Report to  Shareholders  for its fiscal year ending  September  30, 2006
filed as an exhibit to this report on Form 10-K (the "2007 Annual Report").  The
following  cross-reference  index  shows the page  locations  in the 2007  Proxy
Statement and the 2007 Annual Report of that  information  which is incorporated
by reference into this Form 10-K. All other sections of the 2007 Proxy Statement
and the 2007 Annual Report are not required to be included in this Form 10-K and
therefore should not be considered a part hereof.


                                   Form 10-K Index                                     Form     2007       2007
                                                                                        10-K    Proxy      Annual
                                                                                        Page   Statement   Report
                                                                                                 Page       Page
                                                 Part I

Item 1             Business                                                               4
Item 1A            Risk Factors                                                           5
Item 2             Properties                                                            10
Item 3             Legal Proceedings                                                     10
Item 4             Submission of Matters to a Vote of Security Holders                   10

                                                Part II

Item 5             Market for Registrant's Common Equity, Related Stockholder           11                  32
                   Matters and Issuer Purchases of Equity Securities
Item 6             Selected Financial Data                                                                   5
Item 7             Management's Discussion and Analysis of Financial Conditions and      11                  6
                   Results of Operation
Item 7A            Quantitative and Qualitative Disclosures About Market Risk            11                 11
Item 8             Financial Statements and Supplementary Data                           11                 14
Item 9             Changes in and Disagreements with Accountants on Accounting and       11
                   Financial Disclosure
Item 9A            Controls and Procedures                                               11
Item 9B            Other Information                                                     12

                                                Part III

Item 10            Directors and Executive Officers of the Registrant                    12     2, 6, 9,
                                                                                                 10, 12
Item 11            Executive Compensation                                                12      14, 16
Item 12            Security Ownership of Certain Beneficial Owners and Management        12         6
Item 13            Certain Relationships and Related Transactions                        12       2, 8
Item 14            Principal Accounting Fees and Services                                12        13

                                                Part IV

Item 15            Exhibits and Financial Statement Schedules                            13

                                      -3-`

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`Part I
Item 1.  Business.

         General

     MACC Private Equities Inc. was formed as a Delaware corporation on March 3,
1994.  It is  qualified  as a business  development  company  ("BDC")  under the
Investment Company Act of 1940, as amended (the "1940 Act"). The Corporation has
one   direct   wholly-owned    subsidiary,    MorAmerica   Capital   Corporation
("MorAmerica"). As of September 30, 2006, MorAmerica comprised approximately 99%
of the Corporation's assets.  MorAmerica is an Iowa corporation  incorporated in
1959 and which has been licensed as a small business investment company ("SBIC")
since  that year.  It has also  elected  treatment  as a BDC under the 1940 Act.
Neither of the Companies has any  employees.  All of the  Companies'  day to day
operations  are  carried  out by its  officers  and the staff of its  investment
advisor,   InvestAmerica  Investment  Advisors,  Inc.  ("InvestAmerica"  or  the
"Investment Advisor").

     The Corporation's Operation as a BDC

     As noted  above,  both the  Corporation  and its  wholly-owned  subsidiary,
MorAmerica,  have elected  treatment as BDCs under the 1940 Act.  Under the 1940
Act, a BDC may not  acquire any asset  other than  Qualifying  Assets as defined
under the 1940 Act,  unless,  at the time the  acquisition  is made,  Qualifying
Assets represent at least 70 percent of the value of the BDC's total assets. The
principal  categories  of  Qualifying  Assets  relevant  to the  business of the
Companies are the following:

     (1)  Securities purchased in transactions not involving any public offering
          from the  issuer  of such  securities,  which  issuer  is an  eligible
          portfolio  company.  An eligible  portfolio  company is defined in the
          1940 Act as any issuer that:

          (a)  is organized  under the laws of, and has its  principal  place of
               business in, the United States;
          (b)  is not an investment company; and
          (c)  satisfies one of the following:
               (i)  it does not have any class of  securities  with  respect  to
                    which a broker may extend credit;
               (ii)it is controlled by a BDC and such BDC exercises control over
                    the company;
               (iii) it has  total  assets  of not  more  than  $4,000,000,  and
                    capital and surplus of not less than $2,000,000; or
               (iv) it meets other criteria prescribed by the SEC.

          The  Corporation's  investment  in all of the issued  and  outstanding
          common stock of MorAmerica  is also a Qualifying  Asset under the 1940
          Act.

     (2)  Cash,  cash  items,  government  securities,   or  high  quality  debt
          securities maturing in one year or less from the time of investment.

     In addition,  a BDC must have been organized (and have its principal  place
of business) in the United States for the purpose of making  investments  in the
types of securities described in (1) above and, in order to count the securities
as Qualifying  Assets for the purpose of the 70 percent test,  the BDC must make
available to the issuers of the securities  significant  managerial  assistance.
Making available  significant  managerial  assistance means, among other things,
any arrangement  whereby the BDC,  through its directors,  officers or employees
offers to provide, and, if accepted,  does so provide,  significant guidance and
counsel  concerning  the  management,  operations  or  business  objectives  and
policies of a portfolio company.

     Under the 1940 Act, once a company has elected to be regulated as a BDC, it
may not change the nature of its  business so as to cease to be, or withdraw its
election as, a BDC unless  authorized  by vote of a majority,  as

                                      -4-`

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`defined in the 1940 Act, of the  company's  shares.  In order to maintain  their
status as BDCs, the  Corporation  and MorAmerica  each must have at least 50% of
their total  assets  invested in the types of portfolio  companies  described by
Sections 55(a)(1) though 55(a)(3) of the 1940 Act. Accordingly,  the Corporation
and MorAmerica  may not withdraw  their BDC elections or otherwise  change their
business so as to cease to qualify as BDCs without shareholder approval.

         MorAmerica's Regulation by the SBA

     As an SBIC, MorAmerica is subject to regulation by the SBA. Such regulation
includes the regulations  promulgated by the SBA (the "SBA Regulations")  which,
consistent  with the SBA's goal of  fostering  investment  in small  businesses,
limit the extent to which an SBIC's  capital  may be  impaired,  impose  certain
standards  upon an SBIC's  investment  advisor,  and limit the type of portfolio
company an SBIC may invest in and the nature of such investments.

         Investments and Divestitures

     MorAmerica  invested  $333,325 in  follow-on  investments  in six  existing
portfolio  companies  in  fiscal  year  2006.  The  Companies'  investment-level
objectives  on  a   consolidated   basis  call  for  follow-on   investments  of
approximately  $100,000  during  fiscal year 2007,  unless the  Companies  raise
additional  capital,  subject to  adjustment  based upon  current  economic  and
operating conditions.

     During fiscal year 2006,  the  Corporation  recorded a net realized gain on
investments of $3,645.

Item 1A.  Risk Factors.

AN  INVESTMENT  IN THE  CORPORATION  IS SUBJECT TO A NUMBER OF RISKS AND SPECIAL
CONSIDERATIONS,  INCLUDING THE FOLLOWING.  YOU SHOULD  CAREFULLY  CONSIDER THESE
RISK  FACTORS,  TOGETHER  WITH  ALL OF THE  OTHER  INFORMATION  INCLUDED  IN OUR
PROSPECTUS,  BEFORE YOU DECIDE WHETHER TO MAKE AN INVESTMENT.  THE RISKS SET OUT
BELOW ARE THE  PRINCIPAL  RISK  FACTORS  ASSOCIATED  WITH AN  INVESTMENT  IN THE
CORPORATION, AS WELL AS THOSE FACTORS GENERALLY ASSOCIATED WITH AN INVESTMENT IN
A COMPANY WITH INVESTMENT OBJECTIVES,  INVESTMENT POLICIES, CAPITAL STRUCTURE OR
TRADING MARKETS SIMILAR TO THE CORPORATION'S.

RISKS RELATED TO OUR INVESTMENTS

Our investments may be risky, and you could lose all or part of your investment.

     The Corporation is designed for long-term  investors.  Investors should not
rely on the Corporation for their  short-term  financial needs. The value of the
higher risk  securities  in which the  Corporation  invests  will be affected by
general  economic  conditions;  the  securities  market;  the markets for public
offerings and corporate  acquisitions;  specific  industry  conditions;  and the
management of the individual portfolio companies.  Additionally, the Corporation
may not achieve its investment objectives.

An investment  strategy focused primarily on privately-held  companies  presents
certain  challenges,  including  the lack of available  information  about these
companies, a dependence upon the talents and efforts of only a few key portfolio
company personnel and a greater vulnerability to economic downturns.

     As a BDC,  the  Corporation  invests  a  large  portion  of its  assets  in
restricted  securities issued by small,  private  companies,  some of which have
operated at losses or have  experienced  substantial  fluctuations  in operating
results.  There is generally little or no publicly  available  information about
such companies and the Corporation  must rely on the diligence of its Investment
Advisor to obtain the information  necessary for the  Corporation's  decision to
invest  in these  companies.  In order to  maintain  its  status  as a BDC,  the
Corporation  must have at least 70 percent of its total assets invested in these
types of portfolio companies, as described in Sections 55(a)(1) through 55(a)(3)
of the 1940 Act.  Typically,  such  companies  depend  for their  success on the
management  talents and  efforts

                                      -5-`

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`of one person or a small  group of  persons,  so that the death,  disability  or
resignation of such person or persons could have a materially  adverse impact on
them.  Moreover,  smaller  companies  frequently have narrower product lines and
smaller  market  shares  than  larger  companies  and,  therefore,  may be  more
vulnerable to  competitors'  actions and market  conditions,  as well as general
economic  downturns.  Such  companies  may face intense  competition,  including
competition  from companies  with greater  financial  resources,  more extensive
research and development, manufacturing, marketing and service capabilities, and
a larger number of qualified managerial and technical  personnel.  Because these
companies will generally have highly leveraged capital structures,  reduced cash
flow  resulting  from  an  adverse  business  development,  shifts  in  customer
preferences,  or an  economic  downturn  or the  inability  to complete a public
offering or other financing may adversely  affect the return on, or the recovery
of, the Corporation's investment in them. Investment in such companies therefore
involves a high  degree of  business  and  financial  risk,  which can result in
substantial losses and, accordingly, should be considered highly speculative. No
assurance  can be given  that  some of the  Corporation's  investments  will not
result in substantial or complete losses.

The long-term character of our portfolio investments may negatively impact their
current return and capital gains.

     The  Corporation's  investments  yield a current  return  for most of their
lives,  but generally only produce a capital gain, if any, from an  accompanying
equity  feature after five to eight years.  Both the current yield and a capital
gain must be achieved  on most  investments  in order to meet the  Corporation's
investment  goals.  There can be no  assurance  that either a current  return or
capital gain will actually be achieved on the Corporation's investments.

Because our portfolio  investments are typically  privately-issued,  there is no
market for the securities, and thus their value is decreased.

     Most of the investments of the Corporation  consist of securities  acquired
directly from their issuers in private transactions. They are usually subject to
restrictions  on  resale  and  are  generally  illiquid.  Usually  there  is  no
established trading market for such securities into which they could be sold. In
addition, most of the securities are not eligible for sale to the public without
registration  under the  Securities  Act of 1933,  as amended  (the  "Securities
Act"), which would involve delay and expense.  Restricted  securities  generally
sell  at a  price  lower  than  similar  securities  that  are  not  subject  to
restrictions on sale.

There may be circumstances  where our debt investments  could be subordinated to
claims of other creditors or we could be subject to lender liability claims.

     If one of our portfolio  companies were to go bankrupt,  even though we may
have  structured  our  interest  as  senior  debt,  depending  on the  facts and
circumstances,  including  the extent to which we actually  provided  managerial
assistance to that portfolio  company,  a bankruptcy court might  recharacterize
our debt holding and  subordinate all or a portion of our claim to that of other
creditors.  In addition,  lenders can be subject to lender  liability claims for
actions taken by them where they become too involved in the borrower's  business
or exercise  control  over the  borrower.  It is possible  that we could  become
subject to a lender's liability claim, including as a result of actions taken if
we actually render significant managerial assistance.

Our  portfolio  companies  may incur debt or issue equity  securities  that rank
equally with, or senior to, our investments in such companies.

The Corporation's  portfolio companies usually will have, or may be permitted to
incur, other debt, or issue other equity securities,  that rank equally with, or
senior to, the securities in which we invest.  By their terms,  such instruments
may  provide  that the holders are  entitled  to receive  payment of  dividends,
interest or principal on or before the dates on which we are entitled to receive
payments in respect of the securities in which we invest.  Also, in the event of
insolvency,  liquidation,   dissolution,   reorganization  or  bankruptcy  of  a
portfolio  company,  holders of securities  ranking  senior to our investment in
that portfolio  company would  typically be entitled to receive  payment in full
before we receive any distribution in respect of our investment.  After repaying
the senior security  holders,  the portfolio  company may not have any remaining
assets to use for  repaying  its  obligation  to us.  In the case of  securities
ranking equally with securities in which we invest, we would have to share on an
equal basis any

                                      -6-`

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`distributions  with  other  security  holders  in the  event  of an  insolvency,
liquidation, dissolution, reorganization or bankruptcy of the relevant portfolio
company.

RISKS RELATED TO OUR BUSINESS

Closed-end investment companies' shares usually trade below net asset value.

     Shares of closed-end  investment companies like the Corporation  frequently
trade at a  discount  from net asset  value and the  Corporation's  shares  have
historically  traded at a discount from net asset value.  At September 30, 2006,
the Corporation's shares traded at a 62% discount to their net asset value. This
characteristic  of shares of  closed-end  investment  companies  is separate and
distinct  from the risk that the  Corporation's  per share net asset  value will
decline. In addition,  due to the following reasons, the Corporation is not only
different from other  closed-end  funds,  is a greater risk than similar venture
capital closed-end funds.

     o    First,  many  closed-end  funds  generally  are  structured to produce
          annual dividends to shareholders.  The Corporation,  however, does not
          presently pay dividends  but,  rather,  retains all income after taxes
          and expenses to reduce debt or fund  additional  investments  and thus
          create   capital   appreciation.   The   return  to   holders  of  the
          Corporation's  Common Stock is thus  anticipated  to be long-term  and
          capital in nature. The Corporation's  Board of Directors (the "Board")
          will,  however,  consider  payment  of  dividends  in the  future  and
          reserves the right to do so without shareholder approval.

     o    Second,  due to  several  factors,  including  the  small  size of the
          Corporation relative to fixed expenses,  and the fact that much of the
          income of the  Corporation  arises  through  capital gains rather than
          ordinary  income,  on a consolidated  basis,  the Corporation has lost
          money (that is, had net investment expense, rather than new investment
          income)  in each of the  last  five  years.  Many  similar  funds  are
          structured  to earn  sufficient  current  income to achieve  operating
          income (investment income in excess of operating expenses) each year.

Many of our portfolio  investments  will be recorded at fair value as determined
in good faith by our Board and, as a result, there will be uncertainty as to the
value of our portfolio investments.

     Pursuant  to the  requirements  of the 1940 Act,  substantially  all of the
Corporation's  portfolio investments are recorded at fair value as determined in
good  faith by our  Board on a  quarterly  basis,  and,  as a  result,  there is
uncertainty regarding the value of the Corporation's  portfolio investments.  At
September  30,  2006,  approximately  83%  of  the  Corporation's  total  assets
represented  investments  recorded at fair value.  Since there is  typically  no
readily  ascertainable  market value for the  investments  in the  Corporation's
portfolio,  our  Board  determines  in  good  faith  the  fair  value  of  these
investments  pursuant to a valuation policy and a consistently applied valuation
process.

     There is no single standard for determining  fair value in good faith. As a
result, determining fair value requires that judgment be applied to the specific
facts  and  circumstances  of  each  portfolio   investment  while  employing  a
consistently  applied  valuation  process  for  the  types  of  investments  the
Corporation  makes.  Unlike banks, the Corporation is not permitted to provide a
general reserve for anticipated loan losses; the Corporation is instead required
by the 1940 Act to  specifically  value each  individual  investment  and record
unrealized depreciation for an investment that the Corporation believes has lost
value, including where collection of a debt security or realization of an equity
security  is  doubtful.   Conversely,   the   Corporation   records   unrealized
appreciation if the Corporation has an indication that the underlying  portfolio
company  has  appreciated  in  value  and,  therefore,  our  security  has  also
appreciated in value, where appropriate.  Without a readily ascertainable market
value and because of the inherent  uncertainty  of valuation,  fair value of our
investments  determined in good faith by the Board may differ significantly from
the  values  that  would  have  been  used had a ready  market  existed  for the
investments, and the differences could be material.

     We adjust  quarterly  the valuation of our portfolio to reflect the Board's
determination of the fair value of each investment in our portfolio. Any changes
in fair value are  recorded in our  statement  of  operations  as "Net change in
unrealized depreciation/appreciation on investments."


                                      -7-`

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`Risk under SBA Agreement.

     On January 4, 2005, the  Corporation's  subsidiary,  MorAmerica,  and three
other SBICs reached a settlement  agreement regarding  arbitration  proceedings.
The settlement  required the SBICs to pay a monetary award to the other party to
the  proceedings  and also  required  approval  by the  SBA.  In  approving  the
settlement,  the SBA required the SBICs to agree,  jointly and severally,  to be
liable to SBA for up to one-half of the SBA's potential losses on SBA debentures
issued by the SBICs, up to a maximum payment of $7.5 million. The SBA will incur
losses under this agreement only following full and final  liquidation of any of
these SBICs whose SBA debentures are not repaid in full.  Should MorAmerica ever
be required to make a payment under this agreement, it will have a claim against
the other three SBICs.

We operate in a highly competitive market for investment opportunities.

     A large  number  of  entities  and  individuals  compete  for the  kinds of
investments made by the Corporation. Many of these entities and individuals have
greater financial  resources than the resources of the Corporation.  As a result
of this  competition,  the Corporation may, from time to time, be precluded from
entering into  attractive  transactions  on terms  considered by the  Investment
Adviser to be prudent in light of the risks to be assumed.

We may not be able to elect pass-through tax treatment in the future as planned.

     Currently, the Corporation is a taxable entity (a "C corporation") in order
to utilize net operating loss carryforwards generated from a predecessor company
as well as the Corporation's operating losses. In the future the Corporation may
elect to qualify for pass-through tax treatment contained in Subchapter M of the
Internal  Revenue  Code of 1986,  as amended  ("Code").  Subchapter  M treatment
essentially  means that certain  income is taxed at the  shareholder  level only
with no tax at the corporate level, although the Corporation may be subject to a
corporate  level tax on  certain  built-in  gains in  existence  at the time the
Corporation would first become subject to Subchapter M. It is possible that, for
a number  of  reasons,  the  Corporation  may be  unable  to meet  Subchapter  M
requirements,  or that it may also cease to qualify for pass-through  treatment,
or be  subject  to a four  percent  excise  tax,  if it  fails  to make  certain
distributions.  Under the 1940 Act,  the  Corporation  is not  permitted to make
distributions   to   shareholders   unless  it  meets  certain  asset   coverage
requirements  with  respect  to money  borrowed  and senior  securities  issued.
Non-availability of pass-through tax treatment may potentially have a materially
adverse effect on the total return, if any, obtainable from an investment in the
Corporation's  shares,  once net  operating  loss  carryforwards  are no  longer
available and the Subchapter M election has become advantageous.

We are  dependent  upon the  Investment  Advisor's  key personnel for our future
success.

     The Corporation is wholly dependent for the selection, structuring, closing
and monitoring of its investments on the diligence and skill of its officers and
of its Investment  Advisor,  subject to supervision by the Board.  However,  the
advisory  agreement with InvestAmerica is short-term in nature and is subject to
cancellation  on sixty days' notice.  InvestAmerica's  management  believes that
performance is attributable  largely to the abilities and experiences of certain
key individuals.  The loss to InvestAmerica  of these  individuals  could have a
material adverse effect on the Corporation's performance.

Potential significant conflicts of interest may impact our investment returns.

     All of our officers also serve in similar  capacities  with  InvestAmerica,
and with its affiliates,  which include investment  advisors to other investment
funds.  Accordingly,  our  officers may have  obligations  to investors in those
entities,  the  fulfillment  of which might not be in the best  interests of the
Corporation  or its  stockholders  or that may  require  them to devote  time to
services for such other entities,  which could interfere with the time available
to provide  services to the  Corporation.  Nonetheless,  InvestAmerica is of the
opinion that the efforts of its  officers  relative to the  Corporation  will be
synergistic  with and  beneficial  to the  affairs of both the  Corporation  and
InvestAmerica.

     As a result of regulatory  restrictions,  we are not permitted to invest in
any portfolio company in which the Investment Advisor or any affiliate currently
has an investment. However, under the terms of an exemptive order granted by the
SEC, under certain specified circumstances, the Corporation may invest (and make
follow on

                                      -8-`

---

`investments)  in  portfolio  companies at the same time and on the same terms as
InvestAmerica's   affiliates.   All  such   investments   are  reviewed  by  the
Corporation's independent directors to assure conformity to the exemptive order.

If we issue senior securities,  including debt, we will be exposed to additional
risks, including the typical risks associated with leverage.

     The  Corporation  may borrow funds from and issue senior debt securities to
banks,  insurance  companies or other  lenders up to the limit  permitted by the
1940 Act.  Currently,  through  MorAmerica,  the  Corporation has borrowed funds
through the SBIC  programs  established  by the SBA. Such  borrowings  cause the
Corporation to be leveraged.  When such borrowings are incurred,  the lenders of
these funds will have fixed dollar claims on the  Corporation's  assets superior
to the claims of the Corporation's  shareholders.  Decreases in the value of the
investments  below  their  value  at the time of  acquisition  would  cause  the
Corporation's net asset value to decline more sharply than it would if the funds
had not been borrowed. Any decrease in the rate of income would cause net income
to  decline  more  sharply  than it would had the funds  not been  borrowed  and
invested.  Leverage  is  thus  generally  considered  a  speculative  investment
technique.  Conversely,  however,  the ability of the Corporation to achieve its
investment  objectives may depend in part on its ability to acquire  leverage on
favorable terms by borrowing  through the SBA, banks or insurance  companies and
there can be no assurance  that such  leverage  can in fact be acquired.  In the
event  MorAmerica is able to and desires to resume SBIC  borrowings,  changes in
legislation  applicable to or  Congressional  funding for the SBA, or changes in
the SBA regulations,  may have an adverse impact on the future ability of either
the Corporation or MorAmerica to acquire such leverage.

     The  Corporation,   on  a  consolidated   basis  through  its  wholly-owned
subsidiary MorAmerica,  had outstanding  $10,790,000 in subordinated  debentures
issued to various  parties and  guaranteed by the SBA on September 30, 2006. The
following describes the maturities and interest rates of these debentures:

       Due Year Ending
        September 30            Principal Amount         Fixed Interest Rate
            2011                  $5,835,000                   6.89%
            2012                  $4,955,000                   6.91%

The  Corporation is currently  using proceeds of portfolio  liquidity  events to
reduce its SBA debt and does not currently anticipate drawing new SBA leverage.

To  protect or  maintain  our  existing  portfolio  investments,  we may need to
increase our investments in existing portfolio companies.

     Following its initial investment,  the Corporation may make additional debt
and equity investments in portfolio companies ("follow-on investments") in order
to increase  its  investment  in a  successful  portfolio  company,  to exercise
securities  that were  acquired  in the  original  financing,  to  preserve  the
Corporation's  proportionate ownership when a subsequent financing is planned or
to protect the Corporation's  initial  investment when such portfolio  company's
performance  does not meet  expectations.  The failure or inability to make such
follow-on  investments may, in certain  circumstances,  jeopardize the continued
viability of a portfolio  company and the  Corporation's  initial  investment in
that company.

Changes in the law or regulations that govern us could have a material impact on
us or our operations.

     We are regulated by the SEC and our subsidiary, MorAmerica, is regulated by
the SBA. In  addition,  changes in the laws or  regulations  that  govern  BDCs,
regulated  investment companies and SBICs may significantly affect our business.
Any  change in the law or  regulations  that  govern our  business  could have a
material  impact on us or our  operations.  Laws and  regulations may be changed
from time to time, and the  interpretations of the relevant laws and regulations
also are subject to change, which may have a material effect on our operations.

                                      -9-`

---

`Results may fluctuate and may not be indicative of future performance.

     Our operating results may fluctuate and, therefore,  you should not rely on
current or historical  period  results to be indicative  of our  performance  in
future  reporting  periods.  Factors  that  could  cause  operating  results  to
fluctuate  include,  but  are  not  limited  to,  variations  in the  investment
origination  volume and fee income earned,  variation in timing of  prepayments,
variations in and the timing of the  recognition of net realized gains or losses
and  changes  in  unrealized  appreciation  or  depreciation,  the  level of our
expenses,  the degree to which we  encounter  competition  in our  markets,  and
general economic conditions.

Our Common Stock price may be volatile.

     The trading  price of our Common  Stock may  fluctuate  substantially.  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, but
are not limited to, the following:


     *    price and volume fluctuations in the overall stock market from time to
          time;

     *    significant  volatility  in the  market  price and  trading  volume of
          securities of BDCs or other financial services companies;

     *    changes in laws or regulatory  policies or tax guidelines with respect
          to BDCs or regulated investment companies;

     *    actual or anticipated  changes in our earnings or  fluctuations in our
          operating  results  or  changes  in  the  expectations  of  securities
          analysts;

     *    risks  associated  with possible  disruption in our  operations due to
          terrorism;

     *    general economic conditions and trends;

     *    loss of a major funding source;

     *    departures of key personnel; or

     *    other risks and  uncertainties as may be detailed from time to time in
          our public announcements and SEC filings.

Item 2.  Properties.

     The  Corporation  does not own or lease any  properties  or other  tangible
assets. Its business premises and equipment are furnished by InvestAmerica.  The
Investment Advisor is compensated for its provision of the business premises and
equipment to the Companies  through the management fees paid by the Companies to
the Investment Advisor.

Item 3.  Legal Proceedings.

         There are no items to report.

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

         There are no items to report.

                                      -10-`

---

`PART II

Item 5. Market for Registrant's  Common Equity,  Related Stockholder Matters and
Issuer Purchases of Equity Securities.


     Information  in response to this Item is  incorporated  by reference to the
"Shareholder Information" section of the 2006 Annual Report.

Item 6.  Selected Financial Data.

     Information  in response to this Item is  incorporated  by reference to the
"Selected Financial Data" section of the 2006 Annual Report.

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

     Information  in response to this Item is  incorporated  by reference to the
"Management's Discussion and Analysis" section of the 2006 Annual Report.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

     Information  in response to this Item is  incorporated  by reference to the
"Quantitative and Qualitative Disclosures About Market Risk" section of the 2006
Annual Report.

Item 8.  Financial Statements and Supplementary Data.

     Information  in response to this Item is  incorporated  by reference to the
Consolidated Financial Statements, notes thereto and report thereon contained in
the 2006 Annual Report.

Item  9.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure.

         There are no items to report.

Item 9A.   Controls and Procedures.

     In  accordance  with  Item 307 of  Regulation  S-K  promulgated  under  the
Securities Act, the Chief Executive  Officer and Chief Financial  Officer of the
Corporation  (the  "Certifying  Officers")  have  conducted  evaluations  of the
Corporation's  disclosure  controls and  procedures.  As defined under  Sections
13a-15(e) and 15d-15(e) of the Securities  Exchange Act of 1934, as amended (the
"Exchange Act"), the term  "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 Exchange Act is recorded,  processed,  summarized and reported, within
the time  periods  specified  in the  Commission's  rules and forms.  Disclosure
controls and procedures  include,  without  limitation,  controls and procedures
designed to ensure that information required to be disclosed by an issuer in the
reports  that it files or submits  under the  Exchange  Act is  accumulated  and
communicated  to the issuer's  management,  including  its  principal  executive
officer or officers and  principal  financial  officer or  officers,  or persons
performing similar functions, as appropriate to allow timely decisions regarding
required  disclosure.  The Certifying  Officers have reviewed the  Corporation's
disclosure  controls and procedures  and have  concluded  that those  disclosure
controls and  procedures  are  effective as of the date of this Annual Report on
Form 10-K. In compliance with Section 302 of the  Sarbanes-Oxley Act of 2002 (18
U.S.C.   1350),   each  of  the  Certifying   Officers   executed  an  Officer's
Certification included in this Annual Report on Form 10-K.

                                      -11-`

---

`As of the date of this Annual Report on Form 10-K,  there have not been any
significant changes in the Corporation's internal controls or other factors that
could  significantly  affect  these  controls  subsequent  to the  date of their
evaluation,   including  any  corrective  actions  with  regard  to  significant
deficiencies and material weaknesses.

Item 9B.  Other Information.

     There are no items to report.

                                    PART III

Item 10.  Directors and Executive Officers of the Registrant.

     Information  in response to this Item is  incorporated  by reference to the
identification  of  directors  and  nominees   contained  in  the  "Election  of
Directors"  section and the  subsections  captioned  "Executive  Officers of the
Corporation,"  "Meetings  and  Committees  of the  Board of  Directors,"  "Audit
Committee Report" and "Section 16(a) Beneficial Ownership Reporting  Compliance"
under the  "Additional  Information"  section  of the  Corporation's  2007 Proxy
Statement.

     Code of Ethics

     The  Corporation  has  adopted a Code of  Business  Conduct and Ethics that
applies to all of the  Corporation's  officers,  directors  and  employees.  The
Corporation's  Code of Business  Conduct and Ethics,  as amended by the Board of
Directors on October 5, 2004, is attached as an exhibit to this Annual Report on
Form 10-K.

     If the Corporation makes any substantive amendments to the Code of Business
Conduct and Ethics or grant any waiver,  including any implicit  waiver,  from a
provision of the Code of Business Conduct and Ethics to its principal  executive
or principal financial officer, the Corporation will disclose the nature of such
amendment  or waiver in a report  on Form  8-K.  A copy of the Code of  Business
Conduct and Ethics will be mailed to persons without charge upon written request
to Secretary,  MACC Private  Equities Inc., 101 Second Street,  S.E., Suite 800,
Cedar Rapids, Iowa 52401 or by calling (319) 363-8249.

Item 11.  Executive Compensation.

     Information  in response to this Item is  incorporated  by reference to the
subsections  captioned  "Compensation  of Directors and Executive  Officers" and
"Performance Graph" under the section "Additional Information" of the 2007 Proxy
Statement.

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

     Information  in response to this Item is  incorporated  by reference to the
subsection captioned "Section 16(a) Beneficial  Ownership Reporting  Compliance"
under the section "Additional Information" of the 2007 Proxy Statement.

Item 13. Certain Relationships and Related Transactions.

     Information  in response to this Item is  incorporated  by reference to the
section  captioned   "Election  of  Directors"  and  the  subsection   captioned
"Investment  Advisor  and  Certain  Business  Relationships"  under the  section
"Additional Information" of the 2007 Proxy Statement.

Item 14. Principal Accounting Fees and Services.


                                      -12-`

---

`Information  in response to this Item is  incorporated  by reference to the
subsection  captioned  "Independent Auditor Fees and Services" under the section
"Additional Information" of the 2007 Proxy Statement.

                                     PART IV

Item 15. Exhibits and Financial Statement Schedules.

(a)  Documents filed as part of this Report:

     (1)  A. The following financial statements are incorporated by reference to
             the 2006 Annual Report.

             Consolidated Balance Sheet at September 30, 2006
             Consolidated  Statement of Operations for the year ended
             September 30, 2006
             Consolidated  Statements  of  Changes in Net Assets for the years
             ended September 30, 2006 and September 30, 2005
             Consolidated Statement of Cash Flows for the year ended September
             30, 2006
             Notes to Consolidated Financial Statements  Consolidated Schedule
             of Investments as of September 30, 2006 Notes to the Consolidated
             Schedule of Investments
          B. The Report of the Registered  Independent  Public Accounting Firm
             with respect to the  financial  statements  listed in A. above is
             incorporated by reference to the 2006 Annual Report.

     (2)  No financial statement schedules of the Corporation are filed herewith
          because (i) such  schedules  are not required or (ii) the  information
          required has been presented in the aforementioned financial statements
          and schedule of investments.

     (3)  The following exhibits are filed herewith or incorporated by reference
          as set forth below:

                  3(i).1(1) Certificate of Incorporation of the Corporation.
                  3(i).2(2) Articles of Amendment to the Certificate of
                            Incorporation of the Corporation. 3(ii)(3)
                            Amended and Restated By-Laws of the
                            Corporation.
                  4.        See Exhibits 3(i).1 and 3(i).2.
                  10.1(4)   Investment  Advisory  Agreement between MACC
                            Private Equities Inc. and InvestAmerica
                            Investment
                            Advisors, Inc. dated July 21, 2005.
                  10.2(4)   Investment   Advisory  Agreement  between
                            MorAmerica  Capital   Corporation  and
                            InvestAmerica
                            Investment Advisors, Inc. dated July 21, 2005.
                  13        2006 Annual Report to Stockholders.
                  14        Code of Business Conduct and Ethics
                  21(5)     Subsidiary of the Corporation and jurisdiction of
                            incorporation.
                  31.1      Section 302 Certification of David R. Schroder (President).
                  31.2      Section 302 Certification of Robert A. Comey (CFO).
                  32.1      Section 906 Certification of David R. Schroder (President).
                  32.2      Section 906 Certification of Robert A. Comey (CFO).

                    (1)  Incorporated   by   reference   to  the   Corporation's
                         Quarterly  Report on Form 10-Q for the quarterly period
                         ended March 31, 1997,  as filed with the SEC on May 14,
                         1997.

                                      -13-`

---

`(2)  Incorporated   by   reference   to  the   Corporation's
                         Quarterly  Report on Form 10-Q for the quarterly period
                         ended  June 30,  2005,  as filed with the SEC on August
                         15, 2005.
                    (3)  Incorporated by reference to the  Corporation's  Annual
                         Report on Form 10-K for the period ended  September 30,
                         2002, as filed with the SEC on December 27, 2002.
                    (4)  Incorporated by reference to the  Corporation's  report
                         on Form 8-K as filed with the SEC on July 21, 2005.
                    (5)  Incorporated by reference to the  Corporation's  Annual
                         Report on Form 10-K for the period ended  September 30,
                         2003, as filed with the SEC on December 29, 2003.

(b)      Exhibits

         See (a)(3) above.

(c)      Financial Statement Schedules

         See (a)(1) and (a)(2) above.


                                      -14-`

---

`SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized on December 28, 2006.

                                /s/ David R. Schroder
                             -----------------------------------------
                             David R. Schroder
                             President and Secretary


                               /s/ Robert A. Comey
                             -----------------------------------------
                             Robert A. Comey
                             Chief Financial Officer and Treasurer`

---

`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
Registrant in the capacities and on the dates indicated.


                  Signature                                 Date
                  ---------                                 ----


    /s/ Geoffrey T. Woolley                           December 28, 2006
---------------------------                           -----------------
Geoffrey T. Woolley,
Chairman of the Board

    /s/ Michael W. Dunn                               December 28, 2006
---------------------------                           -----------------
Michael W. Dunn, Director

    /s/ Benjamin Jiaravanon                           December 28, 2006
---------------------------                           -----------------
Benjamin Jiaravanon, Director

    /s/ Jasja Kotterman                               December 28, 2006
---------------------------                           -----------------
Jasja Kotterman, Director

   /s/ Gordon J. Roth                                 December 28, 2006
---------------------------                           -----------------
Gordon J. Roth, Director`