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

                                   FORM 10-K/A
                               (Amendment No. 1)

[X]   ANNUAL  REPORT  PURSUANT TO SECTION 13 or 15(d) OF THE  SECURITIES  EXCHANGE
      ACT OF 1934 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2004

                                       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 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. 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 [ ]

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-25 of the Act). YES NO X.

The  aggregate   market  value  of  the   registrant's   common  stock  held  by
non-affiliates  of the  registrant  as of  March  31,  2005,  was  approximately
$3,188,708.70 based upon the closing price for shares of the registrant's common
stock on that date.  As of March 31, 2005,  there were  2,329,255  shares of the
registrant's common stock outstanding,  of which approximately  1,250,474 shares
were held by non-affiliates.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the  registrant's  Annual Report to Stockholders  for the year ended
September 30, 2004, are  incorporated  by reference into Parts II and IV of this
Report.`

---

`EXPLANATORY NOTE

This Form  10-K/A is being  filed in  connection  with  changes  to the  audited
financial  statements of the registrant for the fiscal year ended  September 30,
2004, which are included in the registrant's  2004 Annual Report to Shareholders
(the "2004 Annual  Report"),  filed with the  Commission  on January 13, 2005 as
Exhibit 13 to the registrant's Form 10-K for the fiscal year ended September 30,
2004.  This Form  10-K/A is also being filed to reflect  the  scheduling  of the
registrant's 2005 Annual  Shareholders  Meeting, as described in the 2004 Annual
Report.  Lastly, this Form 10-K/A is being filed to correct certain clerical and
typographical errors contained in the 2004 Annual Report.

The changes in this Form 10-K/A  resulting from the changes to the  registrant's
fiscal year 2004 audited financial  statements include the following:

     o    Exhibit  13--2004  Annual  Report--Report  of  Independent  Registered
          Public  Accounting   Firm--We  have  included  the  accounting  firm's
          electronic signature following its report.

     o    Exhibit  13--2004  Annual  Report--Notes  to  Consolidated   Financial
          Statements--Note 7--We have changed footnote 3 to provide that "(3) As
          discussed in note 6, MACC settled the  litigation  suit related to the
          sale of a former portfolio  company.  The total cost of the settlement
          to MACC was $2,245,935 as of September 30, 2004, of which $968,672 was
          recorded as "net  operating  expenses" and  $1,277,263 was recorded as
          part of  "net  gain  on  investments."  Excluding  the  effect  of the
          settlement,  total  return on a net asset  basis  would be 1.87%,  the
          investment  (expense)  income,  net ratio would be  (15.29)%,  and the
          operating and income tax expense ratio would be 34.74% as of September
          30, 2004."

     o    Exhibit  13--2004  Annual  Report--Notes  to  Consolidated   Financial
          Statements--Note  7--We have  changed  footnote 4 to provide  that the
          availability  of the  registrant's  net  operating  and  capital  loss
          carryforwards  for federal tax purposes are available to offset future
          deferral taxable income through 2024.

The  changes  in  this  Form  10-K/A   resulting  from  the  scheduling  of  the
registrant's 2005 Annual Shareholders Meeting including the following:

     o    Exhibit  13--2004  Annual  Report--Shareholder   Information--We  have
          changed the information regarding our 2005 Annual Shareholders Meeting
          to provide  that the  meeting  will be held on July 19,  2005 at 10:00
          a.m.  Mountain  Standard Time, at the Little America Hotel,  500 South
          Main Street, Salt Lake City, Utah 84101.

The changes in this Form 10-K/A  correcting  clerical and  typographical  errors
contained in the 2004 Annual Report include the following:

     o    Exhibit 13--2004 Annual  Report--Consolidated  Balance  Sheet--We have
          clarified in the entry below  "Liabilities and  Stockholders'  Equity"
          that the registrant has 10,000,000 shares authorized.

     o    Exhibit  13--2004  Annual  Report--Notes  to  Consolidated   Financial
          Statements--Note   7--We  have  corrected  a  typographical  error  in
          footnote 5(b).

     o    Exhibit  13--2004  Annual  Report--Notes  to  Consolidated   Financial
          Statements--Note   7--We  have  corrected  a  typographical  error  in
          footnote 5(c).`

---

`o    Exhibit  13--2004  Annual  Report--Notes  to  Consolidated   Financial
          Statements--Note   7--We  have  corrected  a  typographical  error  in
          footnote 6.

This Form  10-K/A  only  amends  items 5, 6, 7, 7A and 8, and  Exhibit 13 to the
registrant's   Form  10-K  for  fiscal   year  2004  to  the  extent   that  the
above-described  changes have been made to the 2004 Annual Report. The remaining
Items in this Form 10-K/A  consist of all other Items  contained in the original
filing.  These remaining Items are not amended hereby,  but are included for the
convenience of the reader.  Except for the foregoing  changes to the 2004 Annual
Report,  the registrant's  Form 10-K continues to describe  conditions as of the
date of the  filing  of Form  10-K,  and we have  not  updated  the  disclosures
contained in Form 10-K to reflect events that occurred at a later date.

The registrant has filed three current  reports on From 8-K subsequent to filing
its Form 10-K.


                                     Part I

Item 1.  Business.

         General

MACC  Private  Equities  Inc.  (the  "Corporation")  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 Capital"). As of September 30, 2004, MorAmerica
Capital  comprised  approximately 99% of the  Corporation's  assets.  MorAmerica
Capital is an Iowa corporation  incorporated in 1959 and which has been licensed
as a small  business  investment  company  since that year.  It has also elected
treatment as a BDC under the 1940 Act.


         The Corporation's Operation as a BDC

         As noted above,  both the Corporation and its wholly-owned  subsidiary,
MorAmerica Capital, 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 Corporation 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)  does not have any class of securities  with respect to which
                    a broker may extend margin credit.

               The Corporation's investment in all of the issued and outstanding
               common stock of  MorAmerica  Capital 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
defined in the 1940 Act, of the  company's  shares.  In order to maintain  their
status as BDCs, the Corporation  and MorAmerica  Capital 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  Capital may not  withdraw  their BDC  elections or
otherwise  change  their  business  so as to cease to  qualify  as BDCs  without
shareholder approval.

         Investments and Divestitures

         The Corporation made one new portfolio  company  investment  during the
fiscal year ended  September  30, 2004,  of $200,049  and  invested  $481,934 in
follow-on  investments in three existing portfolio companies.  The Corporation's
investment-level   objectives  on  a  consolidated   basis  call  for  follow-on
investments  of  approximately  $885,000  during  fiscal  year 2005,  unless the
Corporation raises additional capital,  subject to adjustment based upon current
economic and operating conditions.

         During fiscal year 2004, the  Corporation  recorded a net realized gain
on investments of $3,021,176.

Item 2.  Properties.

         The Corporation  does not own or lease any properties or other tangible
assets.  Its business  premises and equipment are furnished by Atlas  Management
Partners,  LLC (the "Investment Advisor," or "Atlas"), the investment advisor to
the Corporation.`

---

`Item 3.  Legal Proceedings.

         Since May,  2002,  MorAmerica  Capital  has been  party to  arbitration
proceedings  instituted  by TransCore  Holdings,  Inc., a company (the  "Buyer")
seeking  indemnification under the Stock Purchase Agreement (the "Stock Purchase
Agreement")  by  which  MorAmerica   Capital  and  three  other  small  business
investment companies (the "SBICs") and certain other individuals  (collectively,
the "Sellers") sold their  interests in a former  portfolio  company  investment
(the  "Portfolio  Company").  Under the Stock  Purchase  Agreement,  the Sellers
agreed to indemnify Buyer for breaches of  representations  and warranties as to
Portfolio   Company   made  by  the  Sellers.   Buyer  claims  that   accounting
irregularities  by management at Portfolio  Company  resulted in a breach of the
Sellers' representations and warranties.

         On November 30, 2004,  the  arbitrator  issued an interim award against
the  Sellers.  Since  that  time,  Buyer and the  Sellers  have been  engaged in
intensive  settlement  negotiations.  Further  proceedings  were  also  held  to
finalize the interest  component of the judgment and to determine  whether legal
fees would be awarded to the Buyer.

         On December 31, 2004,  the  arbitrator  delivered a final award against
the Sellers.  On January 4, 2005,  the SBICs  reached an Agreement of Settlement
and Mutual Release (the  "Settlement  Agreement")  with  TransCore,  pursuant to
which the SBICs agreed to pay TransCore a total of $20 million.  Of this amount,
approximately  $9 million was already held in escrow subject to the  arbitration
proceedings. The full amount of the agreed settlement was funded by the SBICs on
January 5, 2005.

         Under the  Stock  Purchase  Agreement,  the  Sellers  are  jointly  and
severally  liable to Buyer  for  breaches  of  representations  and  warranties.
However, the Sellers are party to a Contribution  Agreement executed at the time
of sale  among  the  institutional  investors  and two  individuals.  Under  the
Contribution  Agreement,  after giving effect to MorAmerica Capital's portion of
the  escrow,  MorAmerica  Capital's  cash  payment on January 5, 2005 was $1.713
million.

         As  an  SBIC,  MorAmerica  Capital  is  required  to  comply  with  SBA
regulations  (the "SBA  Regulations").  These  regulations  include  the capital
impairment  rules.   MorAmerica  Capital  is  expected  to  exceed  the  maximum
impairment  percentage  as of  September  30, 2004,  after giving  effect to the
arbitration settlement.  Accordingly, SBA will have the discretion not to extend
additional  financing to MorAmerica  Capital and the right to declare MorAmerica
Capital's  debentures,  currently in the principal  amount of $25.8 million,  in
default,  to  accelerate  MorAmerica  Capital's  payment  obligations  under the
debentures and to seek  appointment  of SBA as receiver.  The exercise by SBA of
any of these  rights  could  have a  material  adverse  effect on the  financial
position, results of operations,  cash flow and liquidity of MACC and MorAmerica
Capital.  MorAmerica Capital anticipates meeting with the SBA in coming weeks to
review in detail MorAmerica Capital's financial condition after giving effect to
the arbitration settlement.

         Under the Settlement Agreement,  should an attempt be made by any party
to  recover  amounts  paid  to  TransCore  in  the  settlement,   under  certain
circumstances  the SBICs will be liable for an  additional  amount  equal to the
difference between the final award and the settlement ($10.4 million).  However,
the SBA, which, under statute and by contract would be the receiver`

---

`of the  SBICs  in the  event  of  receivership,  has  stipulated  that it has no
objection to the  settlement,  has agreed that the payment of the settlement was
permissible  under SBA law and  Regulations  and has further agreed that it will
not seek in any  proceeding  to set  aside  the  settlement.  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 of $7.5 million.  The SBA will incur losses
under this agreement  only  following  full and final  liquidation of one of the
SBICs whose SBA debentures  are not repaid in full.  Should  MorAmerica  Capital
ever be required to make a payment  under this  agreement,  it will have a claim
against the other three SBICs which are party to the Contribution Agreement.

         BFS  Diversified  Products,   LLC  ("BFS")  was  a  supplier  to  Water
Creations,  Inc. ("Water  Creations"),  a former portfolio company of MorAmerica
Capital.  Water Creations went out of business in December,  2002, at which time
BFS was owed  approximately  $900,000 for products sold to Water  Creations.  On
March 26, 2004, BFS filed suit in the Iowa District  Court of Polk County,  Iowa
against board members of and investors in Water Creations,  including MorAmerica
Capital,  David  Schroder  (Chief  Financial  Officer of the  Corporation),  and
InvestAmerica  Venture  Group,  Inc., an affiliate of  InvestAmerica  Investment
Advisors,  Inc., the subadviser to the Corporation.  BFS has sued the defendants
for fraud,  fraudulent  transfer,  breach of fiduciary duty,  civil  conspiracy,
breach of contract,  conversion,  and alter  ego/piercing  corporate  veil.  The
central  allegation of the case is that the defendants knew that Water Creations
was  insolvent  and  owed a duty to BFS to  protect  it from  selling  to  Water
Creations  under these  circumstances.  The  defendants  have hired  counsel and
intend to vigorously defend this litigation.

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

         There are no items to report.


                                     PART II


Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters.


         Information  in response to this Item is  incorporated  by reference to
the  "Shareholder  Information"  section of the  Corporation's  Annual Report to
Shareholders  for the fiscal year ended  September  30,  2004 (the "2004  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 2004 Annual Report.`

---

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

         Information  in response to this Item is  incorporated  by reference to
the "Management's Discussion and Analysis" section of the 2004 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
2004 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 2004 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 of 1933,  as  amended,  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.`

---

`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.

                                    PART III

Item 10.  Directors and Executive Officers of the Registrant.

         The  following  chart  identifies  the  persons  nominated  to serve as
directors of the  Corporation  at the  Corporation's  2005 Annual  Shareholders'
Meeting. Unless otherwise indicated,  the addresses for all director nominees is
15 West South Temple Street, Suite 520, Salt Lake City, Utah 84101.

--------------------- -------------- ------------- ----------------------------------------------- -------------------
 Name, Address and     Position(s)     Term of      Principal Occupation(s) During Past 5 Years          Other
        Age             Held with     Office and                                                     Directorships
                           the        Length of                                                     Held by Director
                       Corporation   Time Served                                                      or Director
                                                                                                        Nominee
--------------------- -------------- ------------- ----------------------------------------------- -------------------
Goeffrey T.           Director and   Director      Mr.  Woolley is currently  Executive  Chairman  None
Woolley, 45           Chairman of    since 2003,   of  European  Venture  Partners,  a company he
                      the Board      elected       founded   in   1997  to   introduce   "venture
                                     Chairman      leasing,"  an  asset-backed   debt  instrument
                                     April, 2004   with equity  participation to the European and
                                                   Israeli markets.  He holds an M.B.A.  from the
                                                   University  of  Utah  and a B.S.  in  Business
                                                   Management  with a  Minor  in  Economics  from
                                                   Brigham Young University.
--------------------- -------------- ------------- ----------------------------------------------- -------------------
Benjamin              Director       Since         Mr.  Jiaravanon  has  served as  President  of  None
Jiaravanon                                         Jiaravanon,  33 February,  Strategic  Planning
33                                                 Group of Charoen  Pokphand 2004 Indonesia,  an
                                                   agribusiness conglomerate with sales in excess
                                                   of $1.5  billion,  since  2002.  From  1996 to
                                                   2002,  Mr.  Jiaravanon was an Associate in the
                                                   Direct  Investments Group at Merrill Lynch. He
                                                   was  responsible  for  helping  manage Merrill
                                                   Lynch's  capital in a portfolio  of  companies
                                                   across   Asia   including   China,   Malaysia,
                                                   Indonesia,    Korea,   and   Singapore.    Mr.
                                                   Jiaravanon  received  his  Bachelor of Science
                                                   degree in industrial  management from Carnegie
                                                   Mellon University.
--------------------- -------------- ------------- ----------------------------------------------- -------------------
Kent I. Madsen, 38    Director,      Director      Mr.  Madsen has served as a Managing  Director  None
                      President      since 2003,   of  Wasatch  Venture  Fund,  where he has been
                      and Secretary  President     employed  since  1998,  and as an  officer  of
                                     and           Zion's Bank SBIC Venture Fund since 2001.  Mr.
                                     Secretary     Madsen  is  a  member   of  three   investment
                                     since 2004    advisers   which  are   affiliated   with  the
                                                   Corporation's    investment   advisor:   ZWMC,
                                                   L.L.C.,  Wasatch Management Partners,  L.L.C.,
                                                   and DWMC II,  L.L.C.  From  1994 to 1996,  Mr.
                                                   Madsen   worked   for  Ford   Motor   Company,
                                                   initially in the Advanced Technology Group and
                                                   later in Ford's China  Operations.  Mr. Madsen
                                                   received a B.S. in Mechanical  Engineering and
                                                   Applied  Mechanics
--------------------- -------------- ------------- ----------------------------------------------- -------------------`

---

`--------------------- -------------- ------------- ----------------------------------------------- -------------------
                                                   with  a  Minor   in   Mathematics   from   the
                                                   University of Pennsylvania. He also received a
                                                   M.S.E.  from the  University  of Michigan,  an
                                                   M.A. in International  Studies from the Lauder
                                                   Institute at the  University  of  Pennsylvania
                                                   and an M.B.A.  from the Wharton  School at the
                                                   University of Pennsylvania.
--------------------- -------------- ------------- ----------------------------------------------- -------------------
Paul M. Bass, Jr.,    Director       Since 1994    Mr.  Bass  was   Chairman  of  the  Boards  of   Keystone
69                                                 Directors   of   the    Corporation   and   of  Consolidated
                                                   MorAmerica  from  1994  to  April,  2004.  Mr.  Industries:
                                                   Bass  has  served  as Vice  Chairman  of First  Director
                                                   Southwest  Company,   a  regional   investment  (Chairman of the
                                                   banking  firm  from 1988 to the  present.  Mr.  Audit Committee)
                                                   Bass   specializes   in   corporate   finance,   Compx
                                                   investment   management  and  public  finance.  International
                                                   Mr.  Bass  holds  a  B.B.A.  in  finance  from  Inc.: Director
                                                   Southern Methodist University.                  (member of the
                                                                                                   Audit Committee)
--------------------- -------------- ------------- ----------------------------------------------- -------------------
Michael W. Dunn, 55   Director       Since 1994    Mr.   Dunn  has  also  been  a   Director   of  None
                                                   MorAmerica  since  1994.  Mr.  Dunn  has  been
                                                   C.E.O.  since 1980 and  President and Director
                                                   since 1983 of Farmers & Merchants Savings Bank
                                                   of Manchester, Iowa.
--------------------- -------------- ------------- ----------------------------------------------- -------------------
Jasja Kotterman, 35   Director       Since         Ms.   Kotterman   joined  Avon   Products  as   None
                                     February,     Director   of   Business    Development    in
                                     2004          February,  2004.  Prior to joining Avon,  she
                                                   was Vice  President,  Strategic  Planning and
                                                   Business  Development  for  Primedia  Inc., a
                                                   diversified  media company,  from  2003-2004,
                                                   and    Managing    Director    of    Primedia
                                                   International,  the international development
                                                   group for  Primedia,  from  2000-2003.  Prior
                                                   to  joining   Primedia,   Ms.  Kotterman  was
                                                   Director,  Finance and  Business  Development
                                                   at  Smartcasual.com,   an  internet  start-up
                                                   company,  from 1999-2000.  Prior to this, Ms.
                                                   Kotterman  was  an  associate   with  Merrill
                                                   Lynch's   Investment  Banking  Division  from
                                                   1998 to 1999,  working on  corporate  finance
                                                   and  M&A   transactions  for  Latin  American
                                                   clients.  Ms. Kotterman  started her business
                                                   career     at    Bain    &     Company,     a
                                                   strategy-consulting  firm, joining its London
                                                   office,   and  subsequently   moving  to  its
                                                   Spanish  office  in  Madrid.   Ms.  Kotterman
                                                   holds an M.B.A.  from the Wharton  School and
                                                   an M.A.  in  International  Studies  from the
                                                   University  of  Pennsylvania.  Ms.  Kotterman
                                                   is a  graduate  of  Cambridge  University  in
                                                   England,   where  she  received  an  M.A.  in
                                                   Genetics  and  an  M.Phil.  in  International
                                                   Development.
--------------------- -------------- ------------- ----------------------------------------------- -------------------
Shane Robison, 50     Director       Since         Mr.  Robison  has  served  as  Executive  Vice  None
                                     February,     President  and Chief  Strategy and  Technology
                                     2004          Officer  of   Hewlett-Packard   Company  since
                                                   2002.  Prior to this,  Mr.  Robison was Senior
                                                   Vice President and Chief Technology Officer of
--------------------- -------------- ------------- ----------------------------------------------- -------------------`

---

`--------------------- -------------- ------------- ----------------------------------------------- -------------------
                                                   Strategy  and  Technology  at Compaq  Computer
                                                   Corporation.  Prior to joining Compaq, Robison
                                                   was  President  of  Internet   Technology  and
                                                   Development  at AT&T Labs,  a position  he had
                                                   held since  1999.  Prior to AT&T Labs,  he was
                                                   Executive   Vice   President,   Research   and
                                                   Development   and   President  of  the  Design
                                                   Productivity  Group at Cadence Design Systems,
                                                   Inc., from  1995  to  1999.  Mr. Robison  also
                                                   spent  seven  years  at  Apple  Computer Corp-
                                                   oration.  Mr. Robison's  experience   includes
                                                   work  at  Schlumberger's  research  groups  in
                                                   Silicon Valley, at Evans & Sutherland Computer
                                                   Corporation  and consulting for the University
                                                   of  Utah  in  the  area  of  database  systems
                                                   architecture.  Mr. Robison  is  a  graduate of
                                                   the University of Utah, from which he received
                                                   bachelor's  and  master's  degrees in computer
                                                   science.
--------------------- -------------- ------------- ----------------------------------------------- -------------------`

---

`--------------------- -------------- ------------- ----------------------------------------------- -------------------
Martin Walton, 39     Director       Since         Mr.  Walton  has  served  as  President  of TD  None
                                     February,     Options LLC in Chicago,  Illinois,  one of the
                                     2004          largest  equity  options  market  makers,  and
                                                   Global  Head  of  Equity  Derivatives  for  TD
                                                   Securities,  the  Investment  Bank  arm of the
                                                   Toronto-Dominion Bank since 2000. From 1995 to
                                                   2000, he managed a $240 million hedge fund and
                                                   later a $600 million fund of hedge funds until
                                                   joining  TD  Securities  in 2000.  Mr.  Walton
                                                   began his career in capital  markets,  trading
                                                   for Canadian Imperial Bank of Commerce (London
                                                   and Toronto)  later  becoming VP,  Derivatives
                                                   trading  at Bank of  America  in  London.  Mr.
                                                   Walton  graduated with a B.A. degree (Honours)
                                                   from Brasenose  College,  Oxford University in
                                                   1985.
--------------------- -------------- ------------- ----------------------------------------------- -------------------

Executive Officers of the Corporation

         Unless otherwise indicated, the addresses for all officers is 15 West
South Temple Street, Suite 520, Salt Lake City, Utah 84101.

------------------ -------------- ------------ --------------------------------------------------- -------------------
  Name, Address     Position(s)     Term of     Principal Occupation(s) During Past 5 Years
     and Age         Held with    Office and
                        the        Length of
                    Corporation   Time Served
------------------ -------------- ------------ --------------------------------------------------- -------------------
Kent I. Madsen,    Director,      Director     Mr.  Madsen has served as a Managing  Director  of
38                 President      since        Wasatch  Venture Fund,  where he has been employed
                   and Secretary  2003,        since 1998,  and as an officer of Zion's Bank SBIC
                                  President    Venture Fund since 2001. Mr. Madsen is a member of
                                  and          three  investment  advisers  which are  affiliated
                                  Secretary    with the Corporation's  investment advisor:  ZWMC,
                                  since 2004   L.L.C.,  Wasatch Management Partners,  L.L.C., and
                                               DWMC II,  L.L.C.  From  1994 to 1996,  Mr.  Madsen
                                               worked for Ford Motor  Company,  initially  in the
                                               Advanced  Technology  Group  and  later in  Ford's
                                               China  Operations.  Mr. Madsen  received a B.S. in
                                               Mechanical  Engineering and Applied Mechanics with
                                               a Minor  in  Mathematics  from the  University  of
                                               Pennsylvania.  He also received a M.S.E.  from the
                                               University of Michigan,
------------------ -------------- ------------ --------------------------------------------------- -------------------`

---

`------------------ -------------- ------------ --------------------------------------------------- -------------------
                                               an M.A. in  International  Studies from the Lauder
                                               Institute at the University of Pennsylvania and an
                                               M.B.A.  from the Wharton  School at the University
                                               of Pennsylvania.

------------------ -------------- ------------ --------------------------------------------------- -------------------
David R.           Chief          Since        Prior to his current position, Mr. Schroder served
Schroder, 61       Financial      March, 2004  as  President,  Secretary  and a  Director  of the
                   Officer and                 Corporation  since 1994.  Since 1985, Mr. Schroder
                   Treasurer                   has been a principal of  InvestAmerica  Investment
                                               Advisors, Inc., the Corporation's subadvisor,  and
                                               is presently President,  Secretary and a Director.
                                               Mr.  Schroder is also  President,  Secretary and a
                                               Director of InvestAmerica N.D.  Management,  Inc.,
                                               which provides  management and investment services
                                               to NDSBIC,  L.P., and which is affiliated with the
                                               Subadvisor.   Mr.   Schroder  is  also  President,
                                               Secretary  and a  Director  of  InvestAmerica  ND,
                                               L.L.C., the general partner of NDSBIC,  L.P. Since
                                               2002 Mr. Schroder has also served as President and
                                               Secretary of  InvestAmerica  L&C Management,  Inc.
                                               ("InvestAm  L&C")  and  InvestAmerica   L&C,  LLC,
                                               respectively  the Manager  and General  Partner of
                                               Lewis and  Clark  Private  Equities,  LP, an SBIC.
                                               InvestAm   L&C  is  also   affiliated   with   the
                                               Subadvisor.  Since August,  2004, Mr. Schroder has
                                               also  served  as   President   and   Secretary  of
                                               InvestAmerica    NW    Management,     Inc.    and
                                               InvestAmerica  NW, LLC,  respectively  the Manager
                                               and  General  Partner of Invest  Northwest,  LP, a
                                               private venture capital limited partnership.  As a
                                               representative  of the Subadviser and  affiliates,
                                               Mr.   Schroder   also  serves  on  the  boards  of
                                               directors   of   several   of  the   Corporation's
                                               portfolio companies and the portfolio companies of
                                               other  managed  funds.  Mr.  Schroder  received  a
                                               B.S.F.S.  from Georgetown University and an M.B.A.
                                               from the University of Wisconsin.
------------------ -------------- ------------ --------------------------------------------------- -------------------
Mr. Timothy A.     Vice             Since      Mr.  Bridgewater  is  currently  the  President of
Bridgewater, 43    President      February,    Interlink  Management  Corporation,  a  management
                     and            2004       consulting  firm he founded in 1994.  He is also a
                   Assistant                   Managing  Director  of  Bridgewater  International
                   Secretary                   Group,  LLC.  Mr.  Bridgewater  received a B.S. in
                                               Business  Finance from Brigham Young University in
                                               1985. From 2000 until 2003, Mr. Bridgewater served
                                               on the board of directors of China Motion  Telecom
                                               International,  Ltd.,  and from 2001 until 2003 he
                                               served on the advisory  board of  LiveTutor,  Inc.
                                               Since 1998, Mr. Bridgewater has also served as the
                                               Vice President of the American-Thai Foundation for
                                               Education, a non-profit scholarship and rural Thai
                                               support organization.
------------------ -------------- ------------ --------------------------------------------------- -------------------
Nick Efstratis,    Vice           Since 2004   Mr.   Efstratis   is  also   employed  by  Wasatch
34                 President                   Management   Partners,   LLC,  which  manages  the
                   and Chief                   Wasatch   Venture   Funds.   He   joined   Wasatch
                   Compliance                  immediately   after  completing  his  MBA  at  the
                   Officer                     Marriott  School  at BYU in 1999.  While  pursuing
                                               his  MBA,   Mr.   Efstratis   was  retained  as  a
                                               consultant for Wasatch to research,  analyze,  and
                                               make recommendations on strategic investments.  In
                                               addition,  he worked for Excite  Corporation as an
                                               Associate  in  Business   Development.   While  at
                                               Excite,  Mr. Efstratis worked with Excite's Senior
                                               Management  and  production  teams to identify the
                                               key  content  and  technology  elements  needed to
                                               further advance  Excite's  services,  distribution
                                               and  branding.  Prior to  pursuing  his  MBA,  Mr.
                                               Efstratis was a founding  member of the management
                                               team  of  NetDocuments.  He  received  a  B.S.  in
                                               Entrepreneurship      with     a     minor      in
                                               Accounting/Economics     from    Brigham     Young
                                               University in 1997.
------------------ -------------- ------------ --------------------------------------------------- -------------------`

---

`------------------ -------------- ------------ --------------------------------------------------- -------------------
         Audit Committee Financial Expert

         The Corporation's board of directors has determined that Gordon J. Roth
is an audit committee financial expert and that Mr. Roth is independent, as that
term is used in Item 7(d)(3)(iv) of Schedule 14A under the Exchange Act.

         Audit Committee

         The Audit Committee of the Board of Directors of the  Corporation  (the
"Audit   Committee")  is  a   separately-designated   standing  audit  committee
established in accordance  with section  3(a)(58)(A) of the Exchange Act, and is
composed of three  directors  and operates  under a written  charter  originally
adopted by the Board of Directors and annually  updated by the Audit  Committee.
The current  charter of the Audit  Committee was attached to the Proxy Statement
for the 2004  Annual  Shareholders  Meeting.  The  current  members of the Audit
Committee  are Michael W. Dunn (Chair),  Paul M. Bass and Gordon J. Roth.  Under
the terms of the charter and the listing  standards of The Nasdaq Stock  Market,
Inc., all of the Audit Committee members are considered to be independent.


Section 16(a) Beneficial Ownership Reporting Compliance

         Pursuant to Section 16(a) of the Exchange  Act,  officers and directors
of  the  Corporation  and  persons  beneficially  owning  10%  or  more  of  the
Corporation's Common Stock (collectively, "reporting persons") must file reports
on Forms 3, 4 and 5 regarding  changes in their  holdings  of the  Corporation's
equity securities with the Securities and Exchange Commission. Based solely upon
a review of copies of these  reports sent to the  Secretary of the  Corporation,
the Corporation  believes that all Forms 3, 4, and 5 required to be filed by all
reporting  persons have been properly and timely filed with the  Securities  and
Exchange Commission,  except that Mr. Walton was to have filed a Form 3 by March
5, 2004, and that form was filed with the SEC on April 29, 2004.

         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 is filed with the Commission
as an exhibit to its 2003 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.

Item 11.  Executive Compensation.

         The Corporation  has no employees and does not pay any  compensation to
any of its officers. All of the Corporation's officers and staff are employed by
Atlas Management Partners, LLC or InvestAmerica Investment Advisors, Inc., which
pay all of their cash compensation.`

---

`Item 12.  Security Ownership of Certain Beneficial Owners and Management.

         The  Corporation  does not have any equity  compensation  plans.  As of
November 30, 2004,  there were  2,329,255  shares  issued and  outstanding.  The
following  table sets forth certain  information  as of November 30, 2004,  with
respect to the Common Stock  ownership  of: (i) those persons or groups (as that
term is used in Section  13(d)(3) of the Securities and Exchange Act of 1934, as
amended (the  "Exchange  Act") who  beneficially  own more than 5% of the Common
Stock, (ii) each Director and nominee for Director of the Corporation, and (iii)
all Officers and  Directors of the  Corporation,  twelve in number,  as a group.
Unless  otherwise  provided,  the address of those in the following  table is 15
West South Temple Street, Suite 520, Salt Lake City, Utah 84101.`

---

`Name and Address of Beneficial                 Amount and Nature           Percent of Class of Voting
                 Owner                               Of Beneficial Ownership                Common Stock
                 -----                               -----------------------                ------------

Atlas Management Partners, LLC(1)                        910,146 Shares                      39.10%
One South Main Street, Suite 1660, Salt Lake
City, Utah 84133

Bridgewater International Group, LLC(1)                  804,689 Shares                      34.55%
10500 South 1300 West, South Jordan, Utah
84095

Geoffrey T. Woolley(2)                                  926,094 Shares                       39.76%

Paul M. Bass, Jr.                                        37,000 Shares                        1.59%

Michael W. Dunn                                          26,827 Shares                        1.15%

Benjamin Jiaravanon(3)                                  910,146 Shares                       39.10%

Kent I. Madsen(4)                                        913,846 Shares                      39.23%

Robert T. Madsen(5)                                      105,457 Shares                       4.53%

Gordon J. Roth                                            3,951 Shares                        0.17%

David R. Schroder(6)                                     77,416 Shares                        3.32%

Kevin F. Mullane(6)                                      11,264 Shares                        0.48%

Nick Efstratis(7)                                       910,646 Shares                       39.01%`

---

`Todd J. Stevens(8)                                      911,146 Shares                       39.12%

Timothy Bridgewater(9)                                    5,000 Shares                        0.21%

Martin C. Walton                                               --                               --

Shane V. Robison                                               --                               --


Jasja Kotterman                                           1,000 Shares                        0.04%


Robert A. Comey(6)                                       57,019 Shares                         2.4%

All Officers and Directors as a Group                 1,150,771 Shares                       49.41%

------------------------------------

         (1)  Information  with respect to Atlas and  Bridgewater  International
Group, LLC  ("Bridgewater") is based upon Amendment No. 2 to Schedule 13D, dated
February 13, 2004, filed by Atlas with the SEC in which Atlas disclosed that its
has sole power to vote or to direct  the vote and shared  power to dispose or to
direct the  disposition of  approximately  804,689  shares of the  Corporation's
Common Stock previously  acquired by Bridgewater  under a Shareholder and Voting
Agreement  entered into between Atlas and  Bridgewater.  In addition,  Atlas has
sole  power to vote or to direct  the vote and  shared  power to  dispose  or to
direct the  disposition of  approximately  105,457  shares of the  Corporation's
Common Stock  previously  acquired by Robert T. Madsen under a  Shareholder  and
Voting  Agreement  entered  into  between  Atlas  and  Robert  T.  Madsen.  Both
Shareholder and Voting Agreements referenced above grant Atlas the right to vote
the respective  shares of Bridgewater and Robert T. Madsen for an initial period
ending six years after the date upon which Atlas  entered  into that  Investment
Advisory Agreement with the Corporation and MorAmerica.

         (2) Information with respect to Mr. Woolley is based upon Amendment No.
2 to Schedule  13D,  dated  February 13, 2004,  filed by Atlas with the SEC, and
Form 4 filed with the SEC by Mr. Woolley on March 16, 2004. Mr. Woolley has sole
voting and sole dispositive power over 13,948 shares of the Corporation's Common
Stock and, as a manager of Atlas,  has shared  control  over the voting power of
Atlas on an additional 910,146 shares of the Corporation's  Common Stock. To the
extent that Atlas may be deemed to be in control of the  Corporation as a result
of beneficial ownership and voting control of the Corporation's Common Stock, or
to the extent  that Atlas is the  investment  advisor  for the  Corporation  and
MorAmerica as provided in that Investment  Advisory  Agreement between Atlas and
MorAmerica  dated March 1, 2004 and the Investment  Advisory  Agreement  between
Atlas and the  Corporation  dated March 1, 2004,  Mr.  Woolley,  as a Member and
Voting  Managing  Director of Atlas  under the  Strategic  Agreement,  may be an
"interested  person"  of the  Corporation,  as that term is  defined  in Section
2(a)(19) of the Investment Company Act.

         (3) Information with respect to Mr.  Jiaravanon is based upon Amendment
No. 2 to Schedule 13D, dated February 13, 2004,  filed by Atlas with the SEC. As
the sole manager of Bridgewater,  which is a member of Atlas, Mr. Jiaravanon has
shared  control  over the  voting  power of Atlas on the  910,146  shares of the
Corporation's Common Stock Atlas controls. To the extent that Bridgewater may be
deemed to be in control of the  Corporation as a result of beneficial  ownership
of the  Corporation's  Common  Stock,  Mr.  Jiaravanon,  as the sole  manager of
Bridgewater,  may be an "interested person" of the Corporation,  as that term is
defined in Section 2(a)(19) of the Investment Company Act.`

---

`(4) Information with respect to Mr. Kent Madsen is based upon Amendment
No. 2 to Schedule 13D, dated February 13, 2004, filed by Atlas with the SEC, and
Form 4 filed by Mr. Madsen with the SEC on September  23, 2004.  Mr. Kent Madsen
has  sole  voting  and  sole   dispositive   power  over  3,700  shares  of  the
Corporation's  Common Stock and, as a manager of Atlas,  has shared control over
the voting power of Atlas on an additional  910,146 shares of the  Corporation's
Common  Stock.  To the  extent  that Atlas may be deemed to be in control of the
Corporation  as a result of  beneficial  ownership  and  voting  control  of the
Corporation's  Common  Stock,  or to the  extent  that  Atlas is the  investment
advisor for the  Corporation  and  MorAmerica  as  provided  in that  Investment
Advisory  Agreement  between  Atlas and  MorAmerica  dated March 1, 2004 and the
Investment  Advisory  Agreement between Atlas and the Corporation dated March 1,
2004, Mr. Kent Madsen,  who is currently a member and the sole manager of Atlas,
may be an  "interested  person" of the  Corporation,  as that term is defined in
Section  2(a)(19) of the  Investment  Company Act. Mr. Kent Madsen is the son of
Mr. Robert Madsen.

         (5)  Information  with  respect  to Mr.  Robert  Madsen  is based  upon
Amendment No. 2 to Schedule 13D,  dated  February 13, 2004,  filed by Atlas with
the SEC. As the holder of shared  dispositive  power over 105,457  shares of the
Corporation's  Common  Stock,  Mr.  Robert Madsen may be deemed to a member of a
"group" as that term is used in Section  13(d)(3) of the Exchange Act,  together
with Bridgewater,  Kent I. Madsen and Geoffrey T. Woolley.  In addition,  to the
extent that Atlas may be deemed to be in control of the  Corporation as a result
of beneficial ownership and voting control of the Corporation's Common Stock, or
to the extent  that Atlas is the  investment  advisor  for the  Corporation  and
MorAmerica as provided in that Investment  Advisory  Agreement between Atlas and
MorAmerica  dated March 1, 2004 and the Investment  Advisory  Agreement  between
Atlas and the  Corporation  dated March 1, 2004,  Mr.  Robert  Madsen,  who is a
Member of Atlas under that  Strategic  Agreement  entered  into among  Robert T.
Madsen,  Kent I.  Madsen,  Geoffrey  T.  Woolley,  Bridgewater  and  Atlas  (the
"Strategic  Agreement"),  may be an "interested  person" of the Corporation,  as
that term is defined in Section  2(a)(19) of the  Investment  Company  Act.  Mr.
Robert Madsen is the father of Mr. Kent Madsen.

         (6) As principals,  officers and directors of InvestAmerica  Investment
Advisors,  Inc.  ("InvestAmerica"),  101 Second  Street S.E.,  Suite 800,  Cedar
Rapids,  IA 52401,  the investment  advisor for the  Corporation and MorAmerica,
during the fiscal year ended September 30, 2004, Messrs.  Schroder,  Mullane and
Comey were "interested  persons" of the Corporation,  as that term is defined in
Section 2(a)(19) of the Investment Company Act.

         (7)  Information  with  respect  to Mr.  Nick  Efstratis  is based upon
Amendment No. 2 to Schedule 13D,  dated  February 13, 2004,  filed by Atlas with
the SEC,  and Form 4 filed by Mr.  Efstratis  with the SEC on February 23, 2004.
Mr. Efstratis has sole voting and sole dispositive  power over 500 shares of the
Corporation's  Common Stock and, as a manager of Atlas,  has shared control over
the voting power of Atlas on an additional  910,146 shares of the  Corporation's
Common  Stock.  To the  extent  that Atlas may be deemed to be in control of the
Corporation  as a result of  beneficial  ownership  and  voting  control  of the
Corporation's  Common  Stock,  or to the  extent  that  Atlas is the  investment
advisor for the  Corporation  and  MorAmerica  as  provided  in that  Investment
Advisory  Agreement  between  Atlas and  MorAmerica  dated March 1, 2004 and the
Investment  Advisory  Agreement between Atlas and the Corporation dated March 1,
2004, Mr.  Efstratis,  who is currently a Voting Managing Director of Atlas, may
be an "interested person" of the Corporation, as that term is defined in Section
2(a)(19) of the Investment Company Act.

         (8)  Information  with  respect  to Mr.  Todd  Stevens  is  based  upon
Amendment No. 2 to Schedule 13D,  dated  February 13, 2004,  filed by Atlas with
the SEC, and Form 4 filed by Mr.  Stevens with the SEC on February 20, 2004. Mr.
Stevens  has sole  voting and sole  dispositive  power over 1,000  shares of the
Corporation's  Common Stock and, as a manager of Atlas,  has shared control over
the voting power of Atlas on an additional  910,146 shares of the  Corporation's
Common  Stock.  To the  extent  that Atlas may be deemed to be in control of the
Corporation  as a result of  beneficial  ownership  and  voting  control  of the
Corporation's  Common  Stock,  or to the  extent  that  Atlas is the  investment
advisor for the  Corporation  and  MorAmerica  as  provided  in that  Investment
Advisory  Agreement  between  Atlas and  MorAmerica  dated March 1, 2004 and the
Investment  Advisory  Agreement between Atlas and the Corporation dated March 1,
2004, Mr. Stevens,  who is currently a Voting Managing Director of Atlas, may be
an "interested  person" of the  Corporation,  as that term is defined in Section
2(a)(19) of the Investment Company Act.`

---

`(9) Information  with respect to Mr. Timothy  Bridgewater is based upon
Amendment No. 2 to Schedule 13D,  dated  February 13, 2004,  filed by Atlas with
the SEC, and Form 4 filed by Mr.  Bridgewater with the SEC on February 13, 2004.
Mr.  Bridgewater has sole voting and sole dispositive power over 5,000 shares of
the Corporation's Common Stock and, as Managing Director of Bridgewater and as a
manager  of Atlas,  has  shared  control  over the  voting  power of Atlas on an
additional 910,146 shares of the Corporation's  Common Stock. To the extent that
Atlas  may  be  deemed  to be in  control  of the  Corporation  as a  result  of
beneficial ownership and voting control of the Corporation's Common Stock, or to
the  extent  that  Atlas  is the  investment  advisor  for the  Corporation  and
MorAmerica as provided in that Investment  Advisory  Agreement between Atlas and
MorAmerica  dated March 1, 2004 and the Investment  Advisory  Agreement  between
Atlas and the Corporation dated March 1, 2004, Mr. Bridgewater, who is currently
a Voting  Managing  Director  of Atlas,  may be an  "interested  person"  of the
Corporation,  as that term is  defined  in Section  2(a)(19)  of the  Investment
Company Act.



Item 13.  Certain Relationships and Related Transactions.

         Atlas is the  investment  advisor to the  Corporation  pursuant to that
Investment  Advisory  Agreement between the Corporation and Atlas dated March 1,
2004 (the "MACC Investment  Advisory  Agreement").  Atlas's address is One South
Main  Street,  Suite  1660,  Salt Lake City,  Utah  84133.  The MACC  Investment
Advisory  Agreement  provides that Atlas is entitled to receive a management fee
equal to an annual rate of 2.5% of the Corporation's Net Assets, payable monthly
in  arrears.   In  addition  to  the  annual  management  fee  of  2.5%  of  the
Corporation's  net assets,  Atlas is entitled to receive an  incentive  fee (the
"Incentive fee") in an amount equal to 20% of the Corporation's realized capital
gains in excess of realized  capital losses of the  Corporation  after allowance
for  any  unrealized  capital  losses  on  the  portfolio   investments  of  the
Corporation.  The Incentive fee is calculated,  accrued, and paid on a quarterly
basis,  subject to adjustment at the end of each fiscal year.  Total  management
fees under the MACC  Investment  Advisory  Agreement  amounted to $2,892 for the
year ended  September  30, 2004.  There were no  incentive  fees accrued or paid
under the MACC Investment Advisory Agreement in 2004.

         Mr.  Geoffrey  Wolley,  Director  and  Chairman  of  the  Board  of the
Corporation,  is a Voting Managing Director of Atlas. Mr. Kent Madsen, Director,
President and Secretary of the  Corporation,  is a Voting  Managing  Director of
Atlas. Mr. Timothy  Bridgewater,  Vice President and Assistant  Secretary of the
Corporation,  is a Voting Managing  Director of Atlas. Mr. Nick Efstratis,  Vice
President and Chief Compliance Officer of the Corporation,  is a Voting Managing
Director of Atlas.

         MorAmerica is a wholly-owned subsidiary of the Corporation. The current
members of the Board of  Directors  and the nominees for fiscal year 2005 of the
Board of Directors of MorAmerica  are the same  individuals as are nominated for
directors of the  Corporation's  Board of  Directors.  Mr.  Geoffrey  Woolley is
Chairman  of the  Board of both the  Corporation  and of  MorAmerica.  Mr.  Kent
Madsen, Director,  President and Secretary of the Corporation,  is the President
and Secretary of MorAmerica. Mr. Timothy Bridgewater, Assistant Secretary of the
Corporation,  is the Vice President and Assistant  Secretary of MorAmerica.  Mr.
Nick Efstratis,  Vice President and Chief Compliance  Officer of the Corporation
is the Vice President and Chief Compliance Officer of MorAmerica.

         MorAmerica   has  a  separate   investment   advisory   agreement  (the
"MorAmerica Capital Investment Advisory Agreement") with Atlas. The fee is equal
to 2.5% of the Capital Under  Management (as defined in the  MorAmerica  Capital
Investment  Advisory  Agreement) on an`

---

`annual  basis,  but in no event  more than 2.5% per  annum of the  Assets  Under
Management or 7.5% of Regulatory  Capital (as defined in the MorAmerica  Capital
Investment  Advisory  Agreement).  However,  during  fiscal  2003,  MorAmerica's
investment advisor, InvestAmerica, agreed to a voluntary, temporary reduction in
management  fees from January 1, 2003 through  February 29, 2004. This temporary
agreement  changed the  management fee to be $68,750 per month not to exceed the
calculation  specified  in  the  current  advisory  agreement.  This  voluntary,
temporary  reduction in management  fees was terminated on February 29, 2004. In
addition,  the MorAmerica  Capital  Investment  Advisory Agreement provides that
MorAmerica  will pay Atlas  20.0% of the net capital  gains,  before  taxes,  on
investments in the form of an incentive  fee. Net capital  gains,  as defined in
the MorAmerica Capital Investment  Advisory  Agreement,  are calculated as gross
realized  gains,   minus  the  sum  of  capital  losses,   less  any  unrealized
depreciation,    including   reversals   of   previously   recorded   unrealized
depreciation,  recorded during the year, and net investment  losses,  if any, as
reported on page 4c, line 33 of the SBA Form 468.1.  Capital losses and realized
capital gains are not cumulative under the incentive fee  computation.  Payments
for incentive  fees  resulting  from noncash gains are deferred until the assets
are sold. The MorAmerica Capital Investment Advisory Agreement may be terminated
by either party upon sixty days written notice.

         Total  management  fees  (net of  management  fees  waived)  under  the
MorAmerica  Capital  Investment  Advisory Agreement amounted to $955,508 for the
year ended September 30, 2004.  Incentive fees are an expense in determining net
realized gain (loss) on investments in the consolidated statement of operations.
Incentive  fees of $493,050  were earned for the year ended  September 30, 2004.
Total  incentive  fees paid under the  MorAmerica  Capital  Investment  Advisory
Agreement  amounted  to  $497,517  in  fiscal  2004.  Approximately  $18,353  of
incentive  fees related to noncash  gains from prior years is being  deferred as
described above.

         As previously  disclosed,  most recently in the Corporation's  Form 8-K
filed on January 7, 2005, in  anticipation  of changes to the Board of Directors
of the Corporation and MorAmerica  Capital and a change in investment  advisors,
starting in July, 2003, Atlas, the Corporation's  investment advisor since March
1, 2004,  periodically notified the SBA of the proposed changes and, as required
by the Regulations,  submitted the Atlas/MorAmerica  Capital Investment Advisory
Agreement to the SBA for approval on January 29, 2004.  While SBA has previously
notified MorAmerica Capital in writing that four of the five principals of Atlas
have SBA's approval as managers of MorAmerica Capital, SBA has recently notified
MorAmerica  Capital  that SBA will not  grant  approval  of Atlas as  investment
advisor of MorAmerica Capital. Atlas and MorAmerica Capital are working with SBA
to resolve this issue and anticipate a meeting on this topic with SBA during the
month of January, 2005.

         The Corporation, MorAmerica and Atlas are also parties to an Investment
Advisory  Support  Services   Agreement  (the   "Subadvisory   Agreement")  with
InvestAmerica  ("InvestAmerica"  or the  "Subadviser").  Prior to March 1, 2004,
InvestAmerica  was the investment  advisor to the  Corporation  and  MorAmerica.
Pursuant  to the  Subadvisory  Agreement,  InvestAmerica  has been  retained  to
monitor and manage portfolio company  investments in existence as of the date of
the Subadvisory Agreement, including exits, preparation of valuations, follow-on
investment analysis and recommendations and other portfolio  management matters.
InvestAmerica  also currently provides certain accounting and`

---

`financial services for the Corporation.  Under the Subadvisory Agreement,  Atlas
pays  InvestAmerica  certain fixed management fees and incentive fees based on a
portion of the incentive  fees paid to Atlas by the  Corporation  and MorAmerica
under  the  MACC  Investment  Advisory  Agreement  and  the  MorAmerica  Capital
Investment Advisory Agreement,  respectively. The Subadvisory Agreement does not
result  in any  additional  expense  to either  the  Corporation  or  MorAmerica
Capital.  Total  management  fees under the  Subadvisory  Agreement  amounted to
$189,583 for the year ended September 30, 2004.

         The address of the  Subadviser  is 101 Second  Street S.E.,  Suite 800,
Cedar Rapids IA 52401. Mr. David Schroder, Chief Financial Officer and Treasurer
of the  Corporation,  is a  shareholder  of,  and  President  and  Secretary  of
InvestAmerica. Mr. Kevin Mullane, Vice President of MorAmerica, is a shareholder
of, and the Senior Vice President and Assistant Secretary of InvestAmerica.  Mr.
Robert A. Comey,  Chief  Financial  Officer and Treasurer of MorAmerica,  is the
Executive Vice President,  Treasurer and Assistant  Secretary of  InvestAmerica.
Mr. Michael H. Reynoldson,  Vice President of MorAmerica,  is the Vice President
of InvestAmerica.

         Pursuant to authority granted by the Corporation's  shareholders at the
2004 Annual meeting,  the Corporation  issued  convertible debt to its Chairman,
Geoffrey  T.  Woolley  in 2004  pursuant  to a  Convertible  Note  and  Security
Agreement with Mr. Woolley dated March 1, 2004 (the "Woolley Agreement").  Under
the Woolley Agreement,  the Corporation may borrow up to up to $400,000 from Mr.
Woolley, which may be drawn over a twelve month period. Advances under this line
of credit bear interest at the rate of 9% per year. The  Corporation is required
to make  interest  payments  quarterly  during the first  year,  and all accrued
interest and unpaid  principal  will be fully  amortized in the second year. The
Woolley  Agreement  extends for two years,  subject to  extension at any time by
mutual agreement. Any outstanding principal and interest may be converted at the
option of Mr. Woolley to shares of the Corporation's  Common Stock at the lesser
of (i) $3.50 per share or (ii) the same price per share as any  rights  offering
to  shareholders  within 12 months of the loan  date.  The loan is  secured by a
first  lien  on cash  assets  of the  Corporation,  a  letter  of  support  from
MorAmerica  Capital in which MorAmerica Capital agreed to make legally available
distributions to pay any outstanding loan amounts, and a guarantee by Atlas.

Item 14.  Principal Accounting Fees and Services.

         The Audit Committee of the Board of Directors of the  Corporation  (the
"Audit  Committee") is composed of three  directors and operates under a written
charter originally adopted by the Board of Directors and annually updated by the
Audit Committee.  The current charter of the Audit Committee was attached to the
Proxy Statement for the 2004 Annual Shareholders Meeting. The current members of
the Audit  Committee  are  Michael W. Dunn  (Chair),  Paul M. Bass and Gordon J.
Roth.  Under the terms of the charter and the  listing  standards  of The Nasdaq
Stock Market,  Inc.,  all of the Audit  Committee  members are  considered to be
independent.

         Management is responsible for the  Corporation's  internal controls and
the financial reporting process. The independent accountants are responsible for
performing an  independent  audit of the  Corporation's  consolidated  financial
statements in accordance with generally`

---

`accepted auditing standards and to issue a report thereon. The Audit Committee's
responsibility is to monitor and oversee these processes.

         In this regard,  the Audit  Committee  has reviewed and  discussed  the
audited financial  statements for Fiscal Year 2004 with management and discussed
other matters  related to the audit with the  independent  auditors.  Management
represented to the Audit Committee that the Corporation's consolidated financial
statements  were prepared in accordance  with  accounting  principles  generally
accepted  in the United  States of  America.  The Audit  Committee  met with the
independent  auditors,  with and without management present,  and discussed with
the  independent  auditors  matters  required to be  discussed  by  Statement on
Auditing Standards No. 61 (Communication with Audit Committees). The independent
auditors also provided to the Audit  Committee the written  disclosures  and the
letter  required by  Independence  Standards  Board Standard No. 1 (Independence
Discussions with Audit Committees),  and the Audit Committee  discussed with the
independent auditors the firm's independence.

         The Corporation paid KPMG LLP ("KPMG"),  the Corporation's  independent
auditors for fiscal year 2004, the following amounts during fiscal year 2004:

          Audit Fees (including quarterly reviews,
          security counts, and audit of Form 468):     $58,250

          Audit-related services                       $11,175

          Financial Information Systems Design
          and Implementation:                          $   -0-

          Non-Audit Fees:
                   Preparation of federal and state
                            income tax returns         $23,750
                   Other tax research, consultation,
                            correspondence and
                            advice                     $ 1,150

         The Audit  Committee has  considered  whether KPMG has  maintained  its
independence during Fiscal Year 2004.

         Based upon the Audit  Committee's  discussions  with management and the
independent  auditors,  and the Audit Committee's  review of  representations of
management and the report of the  independent  auditors to the Audit  Committee,
the  Audit  Committee  recommended  that the  Corporation's  Board of  Directors
include the  audited  consolidated  financial  statements  in the  Corporation's
Annual Report on Form 10-K for the year ended September 30, 2004, filed with the
Securities and Exchange Commission.



                                               AUDIT COMMITTEE:`

---

`Michael W. Dunn, Chair
                                               Paul M. Bass
                                               Gordon J. Roth



Independent Auditor Fees and Services

         The following table presents fees paid for professional services
         rendered  by KPMG for the Fiscal  Year 2004 and the fiscal  year ending
September
30, 2003 ("Fiscal Year 2003"):

             Fee Category                             Fiscal Year 2004 Fees                 Fiscal Year 2003 Fees
----------------------------------------           ----------------------------          ----------------------------
                                                             $58,250                               $54,500
Audit Fees
                                                             $11,175                                4,800
Audit-Related Fees
                                                             $24,900                               $50,850
Tax Fees
                                                               -0-                                   -0-
All Other Fees
                                                   ----------------------------          ----------------------------
                                                             $94,325                              $110,150
Total Fees


         Audit Fees were for professional services rendered for the audit of the
Corporation's  consolidated  financial  statements  and  review  of the  interim
consolidated  financial  statements  included in quarterly  reports and services
that are normally  provided by KPMG in connection  with statutory and regulatory
filings or engagements and include quarterly reviews,  security counts and audit
of SBA Form 468.

         Audit-Related  Fees were for  assurance  and related  services that are
reasonably   related  to  the   performance  of  the  audit  or  review  of  the
Corporation's  consolidated  financial  statements  and are not  reported  under
"Audit Fees." These services include accounting consultations in connection with
acquisitions,   consultations  concerning  financial  accounting  and  reporting
standards.

         Tax  Fees  were  for  professional  services  for  federal,  state  and
international   tax  compliance,   tax  advice  and  tax  planning  and  include
preparation  of federal and state  income tax returns,  and other tax  research,
consultation, correspondence and advice.

         All Other Fees are for services other than the services reported above.
The Corporation did not pay any fees for such other services in Fiscal Year 2004
or Fiscal Year 2003.

         The Audit  Committee  has  concluded  the  provision  of the  non-audit
services listed above is compatible with maintaining the independence of KPMG.`

---

`Policy  on Audit  Committee  Pre-Approval  of Audit  and  Permissible  Non-Audit
Services of Independent Auditors

         The Audit Committee  pre-approves  all audit and permissible  non-audit
services provided by the independent auditors.  These services may include audit
services,  audit-related services, tax services and other services. Pre-approval
is generally  provided for up to one year and any pre-approval is detailed as to
the  particular  service or category of services and is  generally  subject to a
specific  budget.  The  independent  auditors  and  management  are  required to
periodically  report to the Audit  Committee  regarding  the extent of  services
provided by the independent  auditors in accordance with this pre-approval,  and
the fees for the  services  performed  to date.  The  Audit  Committee  may also
pre-approve particular services on a case-by-case basis.


                                     PART IV


Item 15.  Exhibits, Financial Statement Schedules and Reports on Form 8-K.

(a) Documents filed as part of this Report:

               (1)  A. The following  financial  statements are  incorporated by
                    reference to the 2004 Annual Report.

                         Consolidated Balance Sheet at September 30, 2004
                         Consolidated Statement of Operations for the year ended
                                  September 30, 2004
                         Consolidated Statements of Changes in Net Assets for
                                  the years ended September 30, 2004 and
                                  September 30, 2003
                         Consolidated Statement of Cash Flows for the year
                                  ended September 30, 2004
                         Notes to Consolidated Financial Statements

                         Consolidated  Schedule of  Investments  as of September
                         30,  2004  Notes  to  the   Consolidated   Schedule  of
                         Investments

                    B.   The Report of Independent  Accountants  with respect to
                         the  financial   statements   listed  in  A.  above  is
                         incorporated by reference to the 2004 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 Certificate of Incorporation of the Corporation.

               3(ii)4 Amended and Restated By-Laws of the Corporation.`

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`4.   See Exhibits 3.1 and 3.2.

               10.12 Investment Advisory Agreement between MACC Private Equities
                     Inc. and Atlas Management Partners, LLC dated March 1, 2004.

               10.2(2) Investment Advisory Agreement between MorAmerica Capital
                       Corporation and Atlas Management Partners, LLC dated March
                       1, 2004.

               10.3(2) Investment Advisory Support Services Agreement dated March
                       1, 2004 among MACC Private Equities Inc., MorAmerica Capital
                       Corporation, Atlas Management Partners, LLC and
                       InvestAmerica Investment Advisors, Inc.

               10.4(2) Convertible Note and Security Agreement dated March 1, 2004
                       between MACC Private Equities Inc. and Geoffrey T. Woolley.

               10.5(2) Guarantee dated March 1, 2004 by Atlas Management Partners,
                       LLC in favor of Geoffrey T. Woolley.

               10.6(2) Letter Agreement Regarding Subsidiary Support dated March
                       1, 2004 between MorAmerica Capital Corporation and MACC
                       Private Equities Inc.

               10.7(3) Agreement and Waiver of Rights Under Section 203 of the
                       Delaware General Corporation Law among Zions First National
                       Bank, Atlas Management Partners LLC and MACC Private
                       Equities Inc.

               13    2004 Annual Report to Stockholders.

               14(3) Code of Business Conduct and Ethics

               21(3) Subsidiary of the Corporation and jurisdiction of
                     incorporation.

               31.1 Section 302 Certification of Kent I. Madsen (President).

               31.2 Section 302 Certification of David R. Schroder (CFO).

               32.1 Section 906 Certification of Kent I. Madsen (President).

               32.2 Section 906 Certification of David R. Schroder (CFO).

               99.1 Letter  from United  States  Small  Business  Administration
                    dated January 4, 2005.

               99.2 Agreement    between    United    States   Small    Business
                    Administration,  Rocky  Mountain  Mezzanine  Fund II,  L.P.,
                    Hanifen Imhoff`

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`Mezzanine Fund,  L.P.,  MorAmerica  Capital  Corporation and
                    NDSBIC, L.P.


               99.3 Agreement of Settlement and Mutual Release.

               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 Commission on May 14, 1997.

               2    Incorporated  by  reference to the  Corporation's  Quarterly
                    Report on Form 10-Q for the quarterly period ended March 31,
                    2004, as filed with the Commission on May 17, 2004.

               3    Incorporated by reference to the Corporation's Annual Report
                    on Form 10-K for the period ended  September  30,  2003,  as
                    filed with the Commission on December 29, 2003.

               4    Incorporated by reference to the Corporation's Annual Report
                    on Form 10-K for the period ended  September  30,  2002,  as
                    filed with the Commission on December 27, 2002.

(b)      Reports on Form 8-K.

         On December 3, 2004, and on January 7, 2005, the Corporation filed
         reports on Form 8-K reporting information under Item 8.01 announcing
         developments in the arbitration proceedings discussed in Item 3 of this
         Annual Report on Form 10-K.

(c)      Exhibits

         See (a)(3) above.

(d)      Financial Statement Schedules

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

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`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 June 16, 2005.









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

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