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FORM 10-K





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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

For the fiscal year ended December 31, 2010

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) FOR THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------------

For the transition period from  to

Commission file number 814-00131





Western Pennsylvania Adventure Capital Fund, LLC

(Exact Name of Registrant as Specified in its Charter)







|                                                                    |  |                                     
|------------------------------------------------------------------- |  | ------------------------------------
|Pennsylvania                                                        |  | 30-0046038                          
|(State of Other Jurisdiction of
Incorporation or Organization)      |  | (I.R.S. Employer Identification No.)
|                                                                    | 
|Scott Towne Center, Suite A-113
2101 Greentree Road, Pittsburgh, PA |  | 15220-1400                          
|(Address of Principal Executive Offices)                            |  | (Zip Code)                          

Registrants Telephone Number, Including Area Code (412) 279-1760





Securities Registered Pursuant to Section 12 (b) of the Act:



|                             |  |                                          
|---------------------------- |  | -----------------------------------------
|Title of Each Class          |  | Name of Each Exchange on Which Registered
|Common Stock, $.01 Par Value |  | None                                     





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

Securities Registered Pursuant to Section 12 (g) of the Act: None

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 whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files).    Yes   ̈    No   ̈

Indicate by check mark if the 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 the 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 a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange
Act.



|                        |  |   |  |                           |  |  
|----------------------- |  | - |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈ |  | Accelerated filer         |  |  ̈
|                        |  |   | 
|Non-accelerated filer   |  | x |  | Smaller reporting company |  |  ̈

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

State the
aggregate market value of the voting units held by nonaffiliates of the registrant at February 18, 2011: $942,444

Indicate the number of
shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.



|                              |  |                                 
|----------------------------- |  | --------------------------------
|Class                         |  | Outstanding at February 18, 2011
|Members units, $.01 par value |  | 4,222,870                       





Documents
Incorporated by Reference: None









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##### Table of Contents

Western Pennsylvania Adventure Capital Fund, LLC

Table of Contents



|         |  |          |  |                                                                                       |  |          |    | 
|-------- |  | -------- |  | ------------------------------------------------------------------------------------- |  | -------- | -- | 
|         |  |          |  |                                                                                       |  | Page No. |   
|         |  |          | 
|Part I   |  |          |  |                                                                                       |  |          |    | 
|         |  |          | 
|         |  | Item 1.  |  | Business                                                                              |  |          | 3  | 
|         |  |          | 
|         |  | Item 2.  |  | Properties                                                                            |  |          | 4  | 
|         |  |          | 
|         |  | Item 3.  |  | Legal Proceedings                                                                     |  |          | 4  | 
|         |  |          | 
|         |  | Item 4.  |  | Submission of Matters to a Vote of Security Holders                                   |  |          | 4  | 
|         |  |          | 
|Part II  |  |          |  |                                                                                       |  |          |    | 
|         |  |          | 
|         |  | Item 5.  |  | Market for Registrants Common Equity and Related Stockholder Matters                 |  |          | 5  | 
|         |  |          | 
|         |  | Item 6.  |  | Selected Financial Data                                                               |  |          | 5  | 
|         |  |          | 
|         |  | Item 7.  |  | Managements Discussion and Analysis of Financial Condition And Results of Operations |  |          | 15 | 
|         |  |          | 
|         |  | Item 7A. |  | Quantitative and Qualitative Disclosures About Market Risk                            |  |          | 18 | 
|         |  |          | 
|         |  | Item 8.  |  | Financial Statements and Supplementary Data                                           |  |          | 18 | 
|         |  |          | 
|         |  | Item 9.  |  | Changes in and Disagreements with Accountants on Accounting And Financial Disclosure  |  |          | 37 | 
|         |  |          | 
|         |  | Item 9A. |  | Controls and Procedures                                                               |  |          | 37 | 
|         |  |          | 
|         |  | Item 9B. |  | Other Information                                                                     |  |          | 37 | 
|         |  |          | 
|Part III |  |          |  |                                                                                       |  |          |    | 
|         |  |          | 
|         |  | Item 10. |  | Directors and Executive Officers of the Registrant                                    |  |          | 38 | 
|         |  |          | 
|         |  | Item 11. |  | Executive Compensation                                                                |  |          | 41 | 
|         |  |          | 
|         |  | Item 12. |  | Security Ownership of Certain Beneficial Owners and Management                        |  |          | 42 | 
|         |  |          | 
|         |  | Item 13. |  | Certain Relationships and Related Transactions                                        |  |          | 43 | 
|         |  |          | 
|         |  | Item 14. |  | Principal Accounting Fees and Services                                                |  |          | 44 | 
|         |  |          | 
|Part IV  |  |          |  |                                                                                       |  |          |    | 
|         |  |          | 
|         |  | Item 15. |  | Exhibits, Financial Statement Schedules, and Reports on Form 8-K                      |  |          | 45 | 



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PART 1

Item 1. Business

Western Pennsylvania Adventure Capital Fund, LLC (the Registrant) was incorporated in Pennsylvania on May 23, 1996 as Western Pennsylvania Adventure Capital Fund (a C Corporation). As of
February 28, 2002, the Western Pennsylvania Adventure Capital Fund (a C Corporation) was merged into its wholly owned and heretofore inactive subsidiary, the Western Pennsylvania Adventure Capital Fund, LLC (an LLC organization). The Western
Pennsylvania Adventure Capital Fund, LLC has continued all of the operations of the Western Pennsylvania Adventure Capital Fund (a C Corporation). The Registrant did not begin its primary business activities until November 17, 1997, at which
time the Registrant made its first investment in an early stage development company in western Pennsylvania.

During 1997, the Registrant
concluded an offering of its common stock, par value $0.01 (the Common Stock) under Regulation E of the Securities Act of 1933 (the First Offering). On September 10, 1999, the Registrant initiated a second offering of
its Common Stock under Regulation E of the Securities Act of 1933 (the Second Offering). This Second Offering concluded January 31, 2000. On July 14, 2000, the Registrant initiated a third offering of its Common Stock under
Regulation E of the Securities Act of 1933 (the Third Offering). This Third Offering was extended through the earlier of March 31, 2001 or the sale of 875,000 shares of Common Stock. The Registrant intends to invest the net proceeds
of the offerings primarily in the equity and/or debt securities (the Portfolio Securities) of development stage companies located in western Pennsylvania (the Portfolio Companies). The Registrant is seeking to identify
companies with annual sales of less than $1 million which, in the opinion of management, have the potential within five years to achieve annual sales of at least $5 million and an internal rate of return on invested capital in excess of 30%.
However, the Registrant may invest in Portfolio Companies which have higher initial sales or which do not meet these specified financial targets if management of the Registrant otherwise believes that the investment offers the potential for
long-term capital appreciation. The Registrant does not have a policy of investing any specified percentage of its assets in debt or equity securities, and may invest 100% of its assets in either type of security.

The Registrant generally invests from $50,000 to $300,000 per Portfolio Company, but is not prohibited from making larger or smaller investments if
management of the Registrant believes that it is in the interest of the Registrant to do so. For instance, the Registrant may make an initial investment within the above range and later find it necessary to make a follow-on investment if
management determines that additional financing is required to enable a particular Portfolio Company to continue its operations or to complete an important contract or research and development project or other ongoing activity. Accordingly, although
it is a policy of the Registrant to seek to diversify its investments (as to Portfolio Companies as well as types of industries), the Registrant is not prohibited from investing more than 10% of its funds available for investment in the Portfolio
Securities of a single issuer or in Portfolio Companies engaged in a single industry. In certain circumstances, the Registrant may invest in particular Portfolio Companies on an installment, phase-in or staged basis with subsequent installments
conditioned upon the Portfolio Company achieving specified performance milestones.

The Registrant has no policy with respect to concentrating
in a particular industry or group of industries nor with respect to investing in a company with any particular investing partner. The Registrant intends to invest all or substantially all of its available assets (except assets invested in short-term
obligations) in companies which are headquartered or conduct significant operations in western Pennsylvania. Furthermore, except for short-term investments, the Registrant intends initially to invest only in Portfolio Companies which constitute
eligible portfolio companies within the meaning of such term under the Investment Company Act of 1940, as amended (the 1940 Act). Generally, eligible portfolio companies are companies the securities of which are
not publicly-traded. However, the Registrant shall be permitted to make additional investments (including follow-on investments) of up to 30% of its assets in the Portfolio Securities of companies which are not eligible portfolio
companies so long as they were eligible portfolio companies when the Registrant originally invested in them. Such investments may be made through the exercise of warrants, the conversion of convertible debt securities, the purchase
of debt or equity securities from the issuer or any holder of such securities or in any other manner permitted under the applicable provisions of the 1940 Act and the investments policies of the Registrant.



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Item 2. Properties

The Registrant does not own any properties.

Item 3. Legal Proceedings

There are no legal proceedings to which the Registrant is a party.

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

None



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PART II

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

The Registrants Units are not traded on any national or regional securities exchange, and the Registrant has no intention of causing the units to be
qualified for listing on the NASDAQ National Market or Small Cap systems. The Registrant is aware of the following trades in its Common Stock from May 23, 1996 (date of inception) through February 18, 2011 as follows:



|                    |  |                |        |  |               |   |      | 
|------------------- |  | -------------- | ------ |  | ------------- | - | ---- | 
|Period              |  | NumberOfShares |        |  | PricePerShare |  
|Second Quarter 1998 |  |                | 10,000 |  |               | $ | 1.05 | 
|Second Quarter 1998 |  |                | 25,000 |  |               | $ | 1.05 | 
|Third Quarter 1998  |  |                | 10,000 |  |               | $ | 1.00 | 
|First Quarter 2000  |  |                | 8,000  |  |               | $ | 1.45 | 
|Fourth Quarter 2000 |  |                | 5,000  |  |               | $ | 1.45 | 

As of February 18, 2011, the
Registrant had approximately 190 unitholders.

No dividends have been declared on the Registrants Common Units. Management does not have
as a policy the regular payment of dividends to investors. Generally, Management may reinvest interest, dividends or other distributions received from Portfolio Companies and any proceeds realized from the sale of Portfolio Securities in other
Portfolio Companies. Management may distribute a portion of these cash receipts to unitholders to help cover the unitholders personal income tax liabilities resulting from any allocation of income due to the Registrants status as a LLC
organization. There are no dividend restrictions.

Item 6. Selected Financial Data

The Registrant was incorporated on May 23, 1996, and began active business operations in November, 1997.



|                                                  |  |                                          |          |   |                                          |   |          |  
|------------------------------------------------- |  | ---------------------------------------- | -------- | - | ---------------------------------------- | - | -------- | -
|                                                  |  | January 1, 
2010ThroughDecember 31, 2010 |          |   | January 1, 
2009ThroughDecember 31, 2009 |  
|Revenues                                          |  | $                                        | (408,921 | ) |                                          | $ | (549,375 | )
|Net income (loss)                                 |  | $                                        | (137,517 | ) |                                          | $ | (407,245 | )
|Net income (loss) per share/unit                  |  | $                                        | (0.03    | ) |                                          | $ | (0.10    | )
|Cash dividends/Other cash distributions           |  | $                                        | 0        |   |                                          | $ | 0        |  
|Total assets                                      |  | $                                        | 815,127  |   |                                          | $ | 956,354  |  
|Net assets applicable to shares/units outstanding |  | $                                        | 804,927  |   |                                          | $ | 942,444  |  
|Net asset (deficit) value per share/unit          |  | $                                        | 0.19     |   |                                          | $ | 0.22     |  
|Syndication costs                                 |  | $                                        | 149,220  |   |                                          | $ | 149,220  |  



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|                                                  |  |                                          |           |   |                                          |   |            |                                         |  |   |           |  
|------------------------------------------------- |  | ---------------------------------------- | --------- | - | ---------------------------------------- | - | ---------- | --------------------------------------- |  | - | --------- | -
|                                                  |  | January 1, 
2008ThroughDecember 31, 2008 |           |   | January 1, 
2007ThroughDecember 31, 2007 |   |            | January 1, 2006ThroughDecember 31, 2006 | 
|Revenues                                          |  | $                                        | (8,329    | ) |                                          | $ | (834,943   | )                                       |  | $ | 140,402   |  
|Net income (loss)                                 |  | $                                        | (409,741  | ) |                                          | $ | (360,901   | )                                       |  | $ | (171,661  | )
|Net income (loss) per share/unit                  |  | $                                        | (0.10     | ) |                                          | $ | (0.09      | )                                       |  | $ | (0.04     | )
|Cash dividends/Other cash distributions           |  | $                                        | 0         |   |                                          | $ | 0          |                                         |  | $ | 0         |  
|Total assets                                      |  | $                                        | 1,361,799 |   |                                          | $ | 1,776,040  |                                         |  | $ | 2,130,959 |  
|Net assets applicable to shares/units outstanding |  | $                                        | 1,349,689 |   |                                          | $ | 1,759,430  |                                         |  | $ | 2,114,349 |  
|Net asset (deficit) value per share/unit          |  | $                                        | 0.32      |   |                                          | $ | 0.42       |                                         |  | $ | 0.50      |  
|Syndication costs                                 |  | $                                        | 149,220   |   |                                          | $ | 149,220    |                                         |  | $ | 149,220   |  
|                                                  |  |                                          |          
|                                                  |  | January 1, 2005ThroughDecember 31, 2005  |           |   | January 1, 2004ThroughDecember 31, 2004  |   |            | January 1, 2003ThroughDecember 31, 2003 | 
|Revenues                                          |  | $                                        | (646,803  | ) |                                          | $ | (123,748   | )                                       |  | $ | (402,196  | )
|Net income (loss)                                 |  | $                                        | (743,000  | ) |                                          | $ | 464,546    |                                         |  | $ | (376,755  | )
|Net income (loss) per share/unit                  |  | $                                        | (0.18     | ) |                                          | $ | 0.11       |                                         |  | $ | (0.09     | )
|Cash dividends/Other cash distributions           |  | $                                        | 0         |   |                                          | $ | 253,372    |                                         |  | $ | 0         |  
|Total assets                                      |  | $                                        | 2,303,310 |   |                                          | $ | 3,043,810  |                                         |  | $ | 2,837,232 |  
|Net assets applicable to shares/units outstanding |  | $                                        | 2,286,010 |   |                                          | $ | 3,029,010  |                                         |  | $ | 2,817,836 |  
|Net asset (deficit) value per share/unit          |  | $                                        | 0.54      |   |                                          | $ | 0.72       |                                         |  | $ | 0.67      |  
|Syndication costs                                 |  | $                                        | 149,220   |   |                                          | $ | 149,220    |                                         |  | $ | 149,220   |  
|                                                  |  |                                          |          
|                                                  |  | January 1, 2002ThroughDecember 31, 2002  |           |   | January 1, 2001ThroughDecember 31, 2001  |   |            | January 1, 2000ThroughDecember 31, 2000 | 
|Revenues                                          |  | $                                        | (44,586   | ) |                                          | $ | 202,911    |                                         |  | $ | 274,234   |  
|Net income (loss)                                 |  | $                                        | (630,083  | ) |                                          | $ | (1,544,681 | )                                       |  | $ | 335,286   |  
|Net income (loss) per share/unit                  |  | $                                        | (0.15     | ) |                                          | $ | (0.37      | )                                       |  | $ | .08       |  
|Cash dividends                                    |  | $                                        | 0         |   |                                          | $ | 0          |                                         |  | $ | 0         |  
|Total assets                                      |  | $                                        | 3,212,997 |   |                                          | $ | 3,863,879  |                                         |  | $ | 5,639,958 |  
|Net assets applicable to shares/units outstanding |  | $                                        | 3,194,591 |   |                                          | $ | 3,825,754  |                                         |  | $ | 5,334,035 |  
|Net asset (deficit) value per share/unit          |  | $                                        | 0.76      |   |                                          | $ | 0.91       |                                         |  | $ | 1.27      |  
|Syndication costs                                 |  | $                                        | 149,220   |   |                                          | $ | 149,220    |                                         |  | $ | 149,220   |  
|                                                  |  |                                          |          
|                                                  |  | January 1,
1999ThroughDecember 31, 1999  |           |   | January 1,
1998ThroughDecember 31, 1998  |   |            | January 1,
1997ThroughDecember 31, 1997 | 
|Revenues                                          |  | $                                        | 99,844    |   |                                          | $ | 99,467     |                                         |  | $ | 74,205    |  
|Net income (loss)                                 |  | $                                        | 100,378   |   |                                          | $ | 3,049      |                                         |  | $ | 16,588    |  
|Net income (loss) per share                       |  | $                                        | .04       |   |                                          | $ | .00        |                                         |  | $ | .01       |  
|Cash dividends                                    |  | $                                        | 0         |   |                                          | $ | 0          |                                         |  | $ | 0         |  
|Total assets                                      |  | $                                        | 3,099,817 |   |                                          | $ | 2,068,514  |                                         |  | $ | 2,054,900 |  
|Net assets applicable to shares outstanding       |  | $                                        | 3,005,447 |   |                                          | $ | 2,039,418  |                                         |  | $ | 2,036,369 |  
|Net asset (deficit) value per share               |  | $                                        | 1.06      |   |                                          | $ | .92        |                                         |  | $ | .92       |  
|Syndication costs                                 |  | $                                        | 135,604   |   |                                          | $ | 85,507     |                                         |  | $ | 85,507    |  



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WESTERN PENNSYLVANIA ADVENTURE CAPITAL FUND, LLC

SELECTED QUARTERLY FINANCIAL DATA

(Unaudited)



|                                                      |  |                    |         |   |                    |   |         |               |  |   |              |  |  |              |           |  |              |  |               |               |  |  |              |  |  |  |  |  |  |   |         |  
|----------------------------------------------------- |  | ------------------ | ------- | - | ------------------ | - | ------- | ------------- |  | - | ------------ |  |  | ------------ | --------- |  | ------------ |  | ------------- | ------------- |  |  | ------------ |  |  |  |  |  |  | - | ------- | -
|                                                      |  | Three Months Ended |         |   | Three Months Ended |  
|                                                      |  | March 31 1997      |         |   | June 30 1997       |   |         | Sept. 30 1997 |  |   | Dec. 31 1997 |  |  | March 311996 |           |  | June 30 1996 |  |               | Sept. 30 1996 |  |  | Dec. 31 1996 | 
|Revenues                                              |  | $                  | 0       |   |                    | $ | 0       |               |  | $ | 47,712       |  |  | $            | 26,493    |  |              |  |               |               |  |  |              |  |  |  |  |  |  | $ | 0       |  
|Net income (loss)                                     |  | $                  | (8,173  | ) |                    | $ | (5,516  | )             |  | $ | 22,015       |  |  | $            | 8,262     |  |              |  |               |               |  |  |              |  |  |  |  |  |  | $ | (106    | )
|                                                      |  |                    |         |   |                    |   |         |               |  |   |              |  |  |              |           |  |              |  | No Activity |               |  |  |              | 
|Earnings (loss) per share                             |  | $                  | (.03    | ) |                    | $ | (.02    | )             |  | $ | .01          |  |  | $            | .00       |  |              |  |               |               |  |  |              |  |  |  |  |  |  | $ | .00     |  
|Cash dividends                                        |  | $                  | 0       |   |                    | $ | 0       |               |  | $ | 0            |  |  | $            | 0         |  |              |  |               |               |  |  |              |  |  |  |  |  |  | $ | 0       |  
|Total assets                                          |  | $                  | 15,143  |   |                    | $ | 15,133  |               |  | $ | 2,005,647    |  |  | $            | 2,054,900 |  |              |  |               |               |  |  |              |  |  |  |  |  |  | $ | 15,418  |  
|Net assets (deficit) Applicable to shares Outstanding |  | $                  | (79,427 | ) |                    | $ | (90,883 | )             |  | $ | 1,994,546    |  |  | $            | 2,036,369 |  |              |  |               |               |  |  |              |  |  |  |  |  |  | $ | (38,773 | )
|Net asset (deficit) value per share                   |  | $                  | (.32    | ) |                    | $ | (.36    | )             |  | $ | .86          |  |  | $            | .92       |  |              |  |               |               |  |  |              |  |  |  |  |  |  | $ | (.16    | )
|Syndication costs                                     |  | $                  | 32,481  |   |                    | $ | 5,940   |               |  | $ | 5,919        |  |  | $            | 0         |  |              |  |               |               |  |  |              |  |  |  |  |  |  | $ | 41,167  |  



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WESTERN PENNSYLVANIA ADVENTURE CAPITAL FUND, LLC

SELECTED QUARTERLY FINANCIAL DATA

(Unaudited)



|                                                      |  |                    |           |   |                    |   |           |               |  |   |              |   |  |               |           |  |              |   |           |               |  |   |              |   |  |   |           |  |  |   |           | 
|----------------------------------------------------- |  | ------------------ | --------- | - | ------------------ | - | --------- | ------------- |  | - | ------------ | - |  | ------------- | --------- |  | ------------ | - | --------- | ------------- |  | - | ------------ | - |  | - | --------- |  |  | - | --------- | 
|                                                      |  | Three Months Ended |           |   | Three Months Ended |  
|                                                      |  | March 31 1999      |           |   | June 30 1999       |   |           | Sept. 30 1999 |  |   | Dec. 31 1999 |   |  | March 31 1998 |           |  | June 30 1998 |   |           | Sept. 30 1998 |  |   | Dec. 31 1998 |  
|Revenues                                              |  | $                  | 19,828    |   |                    | $ | 19,742    |               |  | $ | 21,571       |   |  | $             | 38,703    |  |              | $ | 24,979    |               |  | $ | 21,626       |   |  | $ | 25,103    |  |  | $ | 27,759    | 
|Net income (loss)                                     |  | $                  | (4,391    | ) |                    | $ | 640       |               |  | $ | (8,452       | ) |  | $             | 112,581   |  |              | $ | 4,169     |               |  | $ | (9,609       | ) |  | $ | 7,074     |  |  | $ | 1,415     | 
|Earnings (loss) per share                             |  | $                  | .00       |   |                    | $ | .00       |               |  | $ | (.01         | ) |  | $             | .05       |  |              | $ | .00       |               |  | $ | .00          |   |  | $ | .00       |  |  | $ | .00       | 
|Cash dividends                                        |  | $                  | 0         |   |                    | $ | 0         |               |  | $ | 0            |   |  | $             | 0         |  |              | $ | 0         |               |  | $ | 0            |   |  | $ | 0         |  |  | $ | 0         | 
|Total assets                                          |  | $                  | 2,064,146 |   |                    | $ | 2,055,748 |               |  | $ | 2,052,663    |   |  | $             | 3,099,817 |  |              | $ | 2,070,117 |               |  | $ | 2,058,309    |   |  | $ | 2,061,369 |  |  | $ | 2,068,514 | 
|Net assets (deficit) applicable to shares outstanding |  | $                  | 2,035,027 |   |                    | $ | 2,035,667 |               |  | $ | 2,022,446    |   |  | $             | 3,005,447 |  |              | $ | 2,040,538 |               |  | $ | 2,030,929    |   |  | $ | 2,038,003 |  |  | $ | 2,039,418 | 
|Net asset (deficit) value per share                   |  | $                  | .92       |   |                    | $ | .92       |               |  | $ | .91          |   |  | $             | 1.06      |  |              | $ | .92       |               |  | $ | .92          |   |  | $ | .92       |  |  | $ | .92       | 
|Syndication costs                                     |  | $                  | 0         |   |                    | $ | 0         |               |  | $ | 4,769        |   |  | $             | 45,328    |  |              | $ | 0         |               |  | $ | 0            |   |  | $ | 0         |  |  | $ | 0         | 



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WESTERN PENNSYLVANIA ADVENTURE CAPITAL FUND, LLC

SELECTED QUARTERLY FINANCIAL DATA

(Unaudited)



|                                            |  |                    |           |  |                    |   |            |               |  |   |              |   |  |               |           |   |              |   |           |               |  |   |              |  |  |   |           |  |  |   |           |  
|------------------------------------------- |  | ------------------ | --------- |  | ------------------ | - | ---------- | ------------- |  | - | ------------ | - |  | ------------- | --------- | - | ------------ | - | --------- | ------------- |  | - | ------------ |  |  | - | --------- |  |  | - | --------- | -
|                                            |  | Three Months Ended |           |  | Three Months Ended |  
|                                            |  | March 31 2001      |           |  | June 30 2001       |   |            | Sept. 30 2001 |  |   | Dec. 31 2001 |   |  | March 31 2000 |           |   | June 30 2000 |   |           | Sept. 30 2000 |  |   | Dec. 31 2000 | 
|Revenues                                    |  | $                  | 221,520   |  |                    | $ | 16,205     |               |  | $ | 10,444       |   |  | $             | (45,258   | ) |              | $ | 47,830    |               |  | $ | 82,571       |  |  | $ | 131,158   |  |  | $ | 12,675    |  
|Net income (loss)                           |  | $                  | 121,478   |  |                    | $ | (1,425,379 | )             |  | $ | (138,915     | ) |  | $             | (101,866  | ) |              | $ | 6,524     |               |  | $ | 21,486       |  |  | $ | 351,977   |  |  | $ | (44,701   | )
|Earnings (loss) per share                   |  | $                  | .03       |  |                    | $ | (0.34      | )             |  | $ | (.03         | ) |  | $             | (.03      | ) |              | $ | .00       |               |  | $ | .01          |  |  | $ | .08       |  |  | $ | (.01      | )
|Cash dividends                              |  | $                  | 0         |  |                    | $ | 0          |               |  | $ | 0            |   |  | $             | 0         |   |              | $ | 0         |               |  | $ | 0            |  |  | $ | 0         |  |  | $ | 0         |  
|Total assets                                |  | $                  | 5,865,227 |  |                    | $ | 4,122,271  |               |  | $ | 3,974,275    |   |  | $             | 3,863,879 |   |              | $ | 5,154,918 |               |  | $ | 5,049,616    |  |  | $ | 5,632,474 |  |  | $ | 5,639,958 |  
|Net assets applicable to shares outstanding |  | $                  | 5,491,913 |  |                    | $ | 4,066,534  |               |  | $ | 3,927,619    |   |  | $             | 3,825,754 |   |              | $ | 5,076,285 |               |  | $ | 4,966,695    |  |  | $ | 5,315,411 |  |  | $ | 5,334,055 |  
|Net asset value per share                   |  | $                  | 1.30      |  |                    | $ | 0.91       |               |  | $ | 0.93         |   |  | $             | 0.91      |   |              | $ | 1.19      |               |  | $ | 1.19         |  |  | $ | 1.28      |  |  | $ | 1.27      |  
|Syndication costs                           |  | $                  | 0         |  |                    | $ | 0          |               |  | $ | 0            |   |  | $             | 0         |   |              | $ | 3,730     |               |  | $ | 5,950        |  |  | $ | 3,261     |  |  | $ | 675       |  



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WESTERN PENNSYLVANIA ADVENTURE CAPITAL FUND, LLC

SELECTED QUARTERLY FINANCIAL DATA

(Unaudited)



|                                           |  |                    |           |   |                    |   |           |              |  |   |             |   |  |               |           |   |              |   |           |              |  |   |             |   |  |   |           |   |  |   |           |  
|------------------------------------------ |  | ------------------ | --------- | - | ------------------ | - | --------- | ------------ |  | - | ----------- | - |  | ------------- | --------- | - | ------------ | - | --------- | ------------ |  | - | ----------- | - |  | - | --------- | - |  | - | --------- | -
|                                           |  | Three Months Ended |           |   | Three Months Ended |  
|                                           |  | March 31 2002      |           |   | June 30 2002       |   |           | Sept 30 2002 |  |   | Dec 31 2002 |   |  | March 31 2003 |           |   | June 30 2003 |   |           | Sept 30 2003 |  |   | Dec 31 2003 |  
|Revenues                                   |  | $                  | 13,609    |   |                    | $ | 8,183     |              |  | $ | 6,122       |   |  | $             | (72,500   | ) |              | $ | 4,349     |              |  | $ | (107,286    | ) |  | $ | 794       |   |  | $ | (300,053  | )
|Net income (loss)                          |  | $                  | (88,010   | ) |                    | $ | (173,953  | )            |  | $ | (68,273     | ) |  | $             | (299,847  | ) |              | $ | (20,873   | )            |  | $ | (346,929    | ) |  | $ | (44,490   | ) |  | $ | 35,537    |  
|Earnings (loss) per share                  |  | $                  | (0.02     | ) |                    | $ | (0.04     | )            |  | $ | (0.02       | ) |  | $             | (0.07     | ) |              | $ | (0.01     | )            |  | $ | (0.08       | ) |  | $ | (0.01     | ) |  | $ | 0.01      |  
|Cash dividends                             |  | $                  | 0         |   |                    | $ | 0         |              |  | $ | 0           |   |  | $             | 0         |   |              | $ | 0         |              |  | $ | 0           |   |  | $ | 0         |   |  | $ | 0         |  
|Total assets                               |  | $                  | 3,776,760 |   |                    | $ | 3,581,073 |              |  | $ | 3,511,238   |   |  | $             | 3,212,997 |   |              | $ | 3,192,018 |              |  | $ | 2,845,089   |   |  | $ | 2,800,599 |   |  | $ | 2,837,232 |  
|Net assets applicable to units outstanding |  | $                  | 3,737,744 |   |                    | $ | 3,562,711 |              |  | $ | 3,494,438   |   |  | $             | 3,194,591 |   |              | $ | 3,173,718 |              |  | $ | 2,826,789   |   |  | $ | 2,782,299 |   |  | $ | 2,817,836 |  
|Net asset value per unit                   |  | $                  | 0.88      |   |                    | $ | 0.84      |              |  | $ | 0.83        |   |  | $             | 0.76      |   |              | $ | 0.75      |              |  | $ | 0.67        |   |  | $ | 0.66      |   |  | $ | 0.67      |  
|Syndication costs                          |  | $                  | 0         |   |                    | $ | 0         |              |  | $ | 0           |   |  | $             | 0         |   |              | $ | 0         |              |  | $ | 0           |   |  | $ | 0         |   |  | $ | 0         |  



10



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WESTERN PENNSYLVANIA ADVENTURE CAPITAL FUND, LLC

SELECTED QUARTERLY FINANCIAL DATA

(Unaudited)



|                                           |  |                    |           |   |                    |   |           |              |  |   |             |   |  |               |           |   |              |   |           |              |  |   |             |   |  |   |           |   |  |   |           |  
|------------------------------------------ |  | ------------------ | --------- | - | ------------------ | - | --------- | ------------ |  | - | ----------- | - |  | ------------- | --------- | - | ------------ | - | --------- | ------------ |  | - | ----------- | - |  | - | --------- | - |  | - | --------- | -
|                                           |  | Three Months Ended |           |   | Three Months Ended |  
|                                           |  | March 31 2004      |           |   | June 30 2004       |   |           | Sept 30 2004 |  |   | Dec 31 2004 |   |  | March 31 2005 |           |   | June 30 2005 |   |           | Sept 30 2005 |  |   | Dec 31 2005 |  
|Revenues                                   |  | $                  | 689       |   |                    | $ | 344,098   |              |  | $ | 2,761       |   |  | $             | (471,296  | ) |              | $ | (102,099  | )            |  | $ | (223,811    | ) |  | $ | (325,211  | ) |  | $ | 4,318     |  
|Net income (loss)                          |  | $                  | (28,527   | ) |                    | $ | 553,725   |              |  | $ | (17,074     | ) |  | $             | (43,578   | ) |              | $ | (26,976   | )            |  | $ | (306,844    | ) |  | $ | (386,547  | ) |  | $ | (22,633   | )
|Earnings (loss) per unit                   |  | $                  | (0.01     | ) |                    | $ | 0.13      |              |  | $ | (0.00       | ) |  | $             | (0.01     | ) |              | $ | (0.01     | )            |  | $ | (0.07       | ) |  | $ | (0.09     | ) |  | $ | (0.01     | )
|Cash dividends/Other cash distributions    |  | $                  | 0         |   |                    | $ | 0         |              |  | $ | 0           |   |  | $             | 253,372   |   |              | $ | 0         |              |  | $ | 0           |   |  | $ | 0         |   |  | $ | 0         |  
|Total assets                               |  | $                  | 2,805,109 |   |                    | $ | 3,358,834 |              |  | $ | 3,340,760   |   |  | $             | 3,043,810 |   |              | $ | 3,016,834 |              |  | $ | 2,708,990   |   |  | $ | 2,321,443 |   |  | $ | 2,303,310 |  
|Net assets applicable to units outstanding |  | $                  | 2,789,309 |   |                    | $ | 3,343,034 |              |  | $ | 3,325,960   |   |  | $             | 3,029,010 |   |              | $ | 3,002,034 |              |  | $ | 2,695,190   |   |  | $ | 2,308,643 |   |  | $ | 2,286,010 |  
|Net asset value per unit                   |  | $                  | 0.66      |   |                    | $ | 0.79      |              |  | $ | 0.79        |   |  | $             | 0.72      |   |              | $ | 0.71      |              |  | $ | 0.64        |   |  | $ | 0.54      |   |  | $ | 0.54      |  
|Syndication costs                          |  | $                  | 0         |   |                    | $ | 0         |              |  | $ | 0           |   |  | $             | 0         |   |              | $ | 0         |              |  | $ | 0           |   |  | $ | 0         |   |  | $ | 0         |  



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WESTERN PENNSYLVANIA ADVENTURE CAPITAL FUND, LLC

SELECTED QUARTERLY FINANCIAL DATA

(Unaudited)



|                                           |  |                    |           |   |                    |   |           |              |  |   |             |   |  |               |           |   |              |   |           |              |  |   |             |   |  |   |           |   |  |   |           |  
|------------------------------------------ |  | ------------------ | --------- | - | ------------------ | - | --------- | ------------ |  | - | ----------- | - |  | ------------- | --------- | - | ------------ | - | --------- | ------------ |  | - | ----------- | - |  | - | --------- | - |  | - | --------- | -
|                                           |  | Three Months Ended |           |   | Three Months Ended |  
|                                           |  | March 31 2006      |           |   | June 30 2006       |   |           | Sept 30 2006 |  |   | Dec 31 2006 |   |  | March 31 2007 |           |   | June 30 2007 |   |           | Sept 30 2007 |  |   | Dec 31 2007 |  
|Revenues                                   |  | $                  | 2,939     |   |                    | $ | 130,077   |              |  | $ | 3,859       |   |  | $             | 3,527     |   |              | $ | (121,664  | )            |  | $ | 13,335      |   |  | $ | (117,365  | ) |  | $ | (609,249  | )
|Net income (loss)                          |  | $                  | (28,481   | ) |                    | $ | 113,634   |              |  | $ | (36,963     | ) |  | $             | (219,851  | ) |              | $ | (16,282   | )            |  | $ | (16,764     | ) |  | $ | (158,032  | ) |  | $ | (169,823  | )
|Earnings (loss) per unit                   |  | $                  | (0.01     | ) |                    | $ | 0.03      |              |  | $ | (0.01       | ) |  | $             | (0.05     | ) |              | $ | (0.00     | )            |  | $ | (0.01       | ) |  | $ | (0.04     | ) |  | $ | (0.04     | )
|Cash dividends                             |  | $                  | 0         |   |                    | $ | 0         |              |  | $ | 0           |   |  | $             | 0         |   |              | $ | 0         |              |  | $ | 0           |   |  | $ | 0         |   |  | $ | 0         |  
|Total assets                               |  | $                  | 2,270,329 |   |                    | $ | 2,383,963 |              |  | $ | 2,346,310   |   |  | $             | 2,130,959 |   |              | $ | 2,110,177 |              |  | $ | 2,084,645   |   |  | $ | 1,926,613 |   |  | $ | 1,776,040 |  
|Net assets applicable to units outstanding |  | $                  | 2,257,529 |   |                    | $ | 2,371,163 |              |  | $ | 2,334,200   |   |  | $             | 2,114,349 |   |              | $ | 2,098,067 |              |  | $ | 2,072,535   |   |  | $ | 1,914,503 |   |  | $ | 1,759,430 |  
|Net asset value per unit                   |  | $                  | 0.53      |   |                    | $ | 0.56      |              |  | $ | 0.55        |   |  | $             | 0.50      |   |              | $ | 0.50      |              |  | $ | 0.49        |   |  | $ | 0.45      |   |  | $ | 0.42      |  
|Syndication costs                          |  | $                  | 0         |   |                    | $ | 0         |              |  | $ | 0           |   |  | $             | 0         |   |              | $ | 0         |              |  | $ | 0           |   |  | $ | 0         |   |  | $ | 0         |  



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WESTERN PENNSYLVANIA ADVENTURE CAPITAL FUND, LLC

SELECTED QUARTERLY FINANCIAL DATA

(Unaudited)



|                                           |  |                    |           |   |                    |   |           |              |  |   |             |   |  |               |           |   |              |   |           |              |  |   |             |   |  |   |           |   |  |   |          |  
|------------------------------------------ |  | ------------------ | --------- | - | ------------------ | - | --------- | ------------ |  | - | ----------- | - |  | ------------- | --------- | - | ------------ | - | --------- | ------------ |  | - | ----------- | - |  | - | --------- | - |  | - | -------- | -
|                                           |  | Three Months Ended |           |   | Three Months Ended |  
|                                           |  | March 31 2008      |           |   | June 30 2008       |   |           | Sept 30 2008 |  |   | Dec 31 2008 |   |  | March 31 2009 |           |   | June 30 2009 |   |           | Sept 30 2009 |  |   | Dec 31 2009 |  
|Revenues                                   |  | $                  | 10,099    |   |                    | $ | 1,497     |              |  | $ | 978         |   |  | $             | (20,903   | ) |              | $ | 191       |              |  | $ | 16          |   |  | $ | (409,664  | ) |  | $ | (139,918 | )
|Net income (loss)                          |  | $                  | (8,715    | ) |                    | $ | (21,799   | )            |  | $ | (38,606     | ) |  | $             | (340,620  | ) |              | $ | (18,763   | )            |  | $ | (122,100    | ) |  | $ | (132,311  | ) |  | $ | (134,071 | )
|Earnings (loss) per unit                   |  | $                  | (0.01     | ) |                    | $ | 0.00      |              |  | $ | (0.01       | ) |  | $             | (0.08     | ) |              | $ | (0.00     | )            |  | $ | (0.03       | ) |  | $ | (0.03     | ) |  | $ | (0.04    | )
|Cash dividends                             |  | $                  | 0         |   |                    | $ | 0         |              |  | $ | 0           |   |  | $             | 0         |   |              | $ | 0         |              |  | $ | 0           |   |  | $ | 0         |   |  | $ | 0        |  
|Total assets                               |  | $                  | 1,762,825 |   |                    | $ | 1,741,026 |              |  | $ | 1,702,420   |   |  | $             | 1,361,799 |   |              | $ | 1,343,036 |              |  | $ | 1,221,536   |   |  | $ | 1,089,875 |   |  | $ | 956,354  |  
|Net assets applicable to units outstanding |  | $                  | 1,750,715 |   |                    | $ | 1,728,916 |              |  | $ | 1,690,310   |   |  | $             | 1,349,689 |   |              | $ | 1,330,926 |              |  | $ | 1,208,826   |   |  | $ | 1,076,515 |   |  | $ | 942,444  |  
|Net asset value per unit                   |  | $                  | 0.41      |   |                    | $ | 0.41      |              |  | $ | 0.40        |   |  | $             | 0.32      |   |              | $ | 0.32      |              |  | $ | 0.29        |   |  | $ | 0.25      |   |  | $ | 0.22     |  
|Syndication costs                          |  | $                  | 0         |   |                    | $ | 0         |              |  | $ | 0           |   |  | $             | 0         |   |              | $ | 0         |              |  | $ | 0           |   |  | $ | 0         |   |  | $ | 0        |  



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WESTERN PENNSYLVANIA ADVENTURE CAPITAL FUND, LLC

SELECTED QUARTERLY FINANCIAL DATA

(Unaudited)



|                                           |  |                    |         |   |              |   |         |              |  |   |             |   |  |   |          |  
|------------------------------------------ |  | ------------------ | ------- | - | ------------ | - | ------- | ------------ |  | - | ----------- | - |  | - | -------- | -
|                                           |  | Three Months Ended |        
|                                           |  | March 31 2010      |         |   | June 30 2010 |   |         | Sept 30 2010 |  |   | Dec 31 2010 |  
|Revenues                                   |  | $                  | (79,734 | ) |              | $ | (7,792  | )            |  | $ | 2           |   |  | $ | (321,397 | )
|Net income (loss)                          |  | $                  | (4,389  | ) |              | $ | (32,574 | )            |  | $ | (14,920     | ) |  | $ | (85,634  | )
|Earnings (loss) per unit                   |  | $                  | 0.00    |   |              | $ | (0.01   | )            |  | $ | 0.00        |   |  | $ | (0.02    | )
|Cash dividends                             |  | $                  | 0       |   |              | $ | 0       |              |  | $ | 0           |   |  | $ | 0        |  
|Total assets                               |  | $                  | 952,565 |   |              | $ | 913,281 |              |  | $ | 898,361     |   |  | $ | 815,127  |  
|Net assets applicable to units outstanding |  | $                  | 938,055 |   |              | $ | 905,481 |              |  | $ | 890,561     |   |  | $ | 804,927  |  
|Net asset value per unit                   |  | $                  | 0.22    |   |              | $ | 0.21    |              |  | $ | 0.21        |   |  | $ | 0.19     |  
|Syndication costs                          |  | $                  | 0       |   |              | $ | 0       |              |  | $ | 0           |   |  | $ | 0        |  



14



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

Results of Operations

The Registrant was incorporated on May 23, 1996. The Registrant began, in late 1996, soliciting subscriptions for the purchase of a minimum of 1,000,000 shares and a maximum of 5,000,000 shares of
its Common Stock through an Offering Circular dated November 7, 1996 under Regulation E of the Securities Act of 1933 (the First Offering). Under the terms of the First Offering, shares were being offered at $1.00 per share, with a
minimum purchase of 10,000 shares per investor, subject to the discretion of the Registrant to accept subscriptions for fewer shares. The shares were being offered directly by the Registrant. There were no brokers, placement agents or other persons
who received commissions or placement fees from the sale of shares under the First Offering.

During 1997, the Registrant sold 2,104,333
shares of its Common Stock under the First Offering, closed the First Offering, and began the process of identifying and evaluating prospective Portfolio Companies. Most of 1997 was devoted to soliciting subscriptions under the Offering, start up
activities, and organizational matters. The Registrant made its initial investment in a Portfolio Company in November, 1997. Through December 31, 1998, the Registrant had invested in eight Portfolio Companies.

During 1999, the Registrant began soliciting subscriptions for the purchase of a maximum of 2,750,000 shares ($3,987,500) of its Common Stock under an
Offering circular dated September 10, 1999 (the Second Offering). Under the terms of the Second Offering, shares were being offered at $1.45 per share, with a minimum purchase of 10,000 shares per investor, subject to the discretion
of the Registrant to accept subscriptions for fewer shares. The shares were being offered directly by the Registrant. There were no brokers, placement agents or other persons who received commissions or placement fees from the sale of shares under
the Second Offering.

The Fund concluded the sale of shares of its Common Stock under the Second Offering on January 31, 2000. During the
course of this Second Offering, the Fund accepted subscriptions to purchase 2,057,787 shares ($2,983,792) of which 1,426,237 shares ($2,068,045) were received subsequent to December 31, 1999.

The Fund began offering for sale up to 875,000 shares of its Common Stock at $1.60 per share, or a maximum of $1,400,000, under an Offering Circular
dated July 14, 2000 (Third Offering Circular). As of December 31, 2000, the Fund had received subscriptions to purchase 40,000 shares ($64,000). The Fund sold 62,750 shares of its Common Stock at $1.60 per share under the Third
Offering Circular, and closed the Third Offering as of March 31, 2001.

Revenues in 2010 amounted to ($408,921) and consisted of realized
losses on Portfolio Companies of $481,389 and interest and dividend income of $72,468. The interest and dividends include a one-time dividend of $72,443 received from True Commerce, Inc. The realized losses consist of: (1) sale of MindMatrix,
Inc. Note - $90,000 loss; (2) sale of Fidelity Flight Simulation Incorporated - $10,000 gain; (3) sale of Touchtown, Inc. - $80,237 loss; (4) sale of True Commerce, Inc. - $329,877 gain; (5) sale of TimeSys Corporation stock back
to TimeSys Corporation - $245,966 loss; (6) write down in carrying value of investment in Quantapoint, Inc. to fair value based on sale in January, 2011 - $111,752; (7) write down in carrying value of investment in Precision Therapeutics,
Inc., to fair value based on sale of Precision Therapeutics, Inc. stock back to Precision Therapeutics, Inc. in January, 2011 - $293,575 loss; and (8) receipt of proceeds released from escrow related to the sale of Akustica, Inc. in 2009 - $264
gain.

Revenues in 2009 amounted to ($549,375) and consisted of realized losses on Portfolio Companies of $549,611 and interest income of
$236. The realized losses consisted of: (1) a loss of the sale of Akustica, Inc. of $409,665 and (2) a loss on the sale of WorldDealer, Inc. of $139,946.



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##### Table of Contents

Revenues in 2008 amounted to ($8,329) and consisted of realized losses on Portfolio Companies of $13,943 and
interest income of $5,614. The realized losses consist of: the write off of accrued interest receivable on a note receivable from MindMatrix, Inc. of $21,704; (2) a realized gain on proceeds released from the escrow created on the sale of
Syndesis Limited of $7,761.

General and Administrative expenses in 2010, 2009 and 2008 amounted to $8,200, $12,000 and $12,000, respectively,
and consisted of directors fees.

Other Operating Expenses in 2010 included professional fees (legal and accounting) of $56,960, insurance
premiums of $1,933, and other items of $13,305, primarily administrative and clerical support.

Other Operating Expenses in 2009 included
professional fees (legal and accounting) of $49,568, insurance premiums of $1,918, and other items of $15,819, primarily administrative and clerical support. The decrease in insurance expense results from the Registrants voluntary cancellation
of its directors and officers insurance coverage.

Other Operating Expenses in 2008 included professional fees (legal and accounting) of
$44,787, insurance $25,512, and other items of $22,678, primarily administrative and clerical support.

During 2010, the Registrant recognized
unrealized appreciation of $351,802, resulting from the reversal of previously recognized unrealized depreciation on investments in Portfolio Companies MindMatrix, Inc. ($100,000), and TimeSys Corporation ($105,930) as these investments were
liquidated in 2010, and Precision Therapeutics, Inc. ($145,872) as this investment was written down to its fair value based upon its sale in January, 2011.

During 2009, the Registrant recognized unrealized appreciation of $221,435 resulting from: (1) the reversal of previously recognized unrealized depreciation of $321,435 as recognized losses were
recorded on investments in Akustica, Inc. and WorldDealer, Inc. and (2) the recognition of an unrealized loss of $100,000 on the investment in MindMatrix, Inc. as the Registrant concluded that this investment ultimately would not be recovered.

During 2008, the Registrant recognized unrealized depreciation on investments in Portfolio Companies as the Registrant reserved $296,435
against its investment in Akustica, Inc. The reserve represents the difference between the Registrants recorded carrying value and the current value based upon Akustica, Inc.s most recent financing round.

Financial Condition, Liquidity and Capital Resources

During 1997, the Registrant sold $2,104,333 of its Common Stock under the First Offering, and closed the First Offering. The Registrant closed the escrow account which had been used to accumulate the
funds. A portion of these funds was disbursed to pay accumulated obligations whose payment was deferred until funds were withdrawn from escrow. During the year ending December 31, 1999, the Registrant sold $915,747 of its Common Stock under the
Second Offering. The Second Offering closed January 31, 2000. The Registrant sold $2,983,792 of its Common Stock under the Second Offering. During the year ending December 31, 2000, the Registrant sold $64,000 of its Common Stock under the
Third Offering. The Third Offering was extended through the earlier of March 31, 2001 or the date the Third Offering was fully subscribed. The Registrant sold $100,400 of its Common Stock under the Third Offering and closed the Third Offering
on March 31, 2001. The balance of the funds from these offerings has been temporarily invested, pending investment in Portfolio Securities, in cash equivalents, government securities, and high quality debt securities.

As of December 31, 2010, the Registrant had approximately $724,380 in cash and cash equivalents, and short term investments. Those funds were
available for normal operating expenses.



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##### Table of Contents

The Registrant, through its sale of its Common Stock, raised $2,104,333 under the First Offering, $2,983,792
under the Second Offering, and $100,400 under the Third Offering. Most of this amount, except for operating expenses, was available for investment in Portfolio Securities. At December 31, 2010, $90,239 was invested in two Portfolio Companies. A
portion of these funds have been used for operating expenses, distributions to members, losses on investments, syndication costs, and purchases of treasury stock. The balance of the funds has been temporarily invested in short-term high quality
commercial paper and government securities.

The Registrants Board of Directors, at a meeting on January 20, 2010, approved a Plan
of Liquidation and Dissolution (Plan) calling for the sale of all investments in portfolio companies, and the subsequent distribution of the remaining proceeds, after provisions for operating and final expenses, to members. The Plan was
approved by members of the Registrant at the annual meeting of Members held on May 17, 2010.

Inflation

The Registrant does not believe that inflation will have any significant effect on the Registrants operations or financial position.

Critical Accounting Policies

The
Funds significant accounting policies are described in Note 1 to the Financial Statements. Critical accounting policies are those that are both important to the presentation of our financial condition and results of operations and those that
require managements most difficult, complex or subjective judgments. The Fund considers the following accounting policy and related estimate to be critical:

Valuation of Investments in Portfolio Companies

Investments are stated at
value as defined in the 1940 Act. Investments for which market quotations are readily available are valued at the last trade price on or within one local business day of the date of determination as obtained from a pricing source. If no
such trade price is available, such investments are valued at the quoted bid price or the mean between the quoted bid and asked price on the date of determination as obtained from a pricing source. Securities for which market quotations are not
readily available are valued at fair value in good faith using methods determined by or under the direction of the Funds Board of Directors.

All investments recorded at fair value are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, defined by SFAS No. 157 and
directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets are as follows:

Level 1  Unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2  Quoted prices in active markets for similar assets or liabilities, or quoted prices for identical or similar assets
or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability.

Level 3  Unobservable inputs for the asset or liability.

At December 31, 2010
all of our investments in portfolio companies were classified as Level 3 in the hierarchy, indicating a high level of judgment required in their valuation



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##### Table of Contents

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Not applicable

Item 8. Financial Statements and Supplementary Data

Index to Financial Statements and Supplementary Financial Data



|                                                                                                                                                         |  |          |    | 
|-------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------- | -- | 
|                                                                                                                                                         |  | Page No. |   
|                                                                                                                                                         | 
|Report of Independent Registered Public Accounting Firm                                                                                                  |  |          | 19 | 
|                                                                                                                                                         | 
|Managements Report On Internal Control Over Financial Reporting                                                                                         |  |          | 20 | 
|                                                                                                                                                         | 
|Financial Statements:                                                                                                                                    |  |          |    | 
|                                                                                                                                                         | 
|Statements of Assets and Liabilities, December 31, 2010 and 2009                                                                                         |  |          | 21 | 
|                                                                                                                                                         | 
|Statements of Operations for the Year ended December 31, 2010, for the Year ended December 
31, 2009 and for the Year ended December 31, 2008            |  |          | 22 | 
|                                                                                                                                                         | 
|Statements of Changes in Net Assets for the Year ended December 
31, 2010, for the Year ended December 31, 2009 and for the Year ended December 31, 2008 |  |          | 23 | 
|                                                                                                                                                         | 
|Statements of Cash Flows for the Year ended December 31, 2010, for the Year ended December 
31, 2009 and for the Year ended December 31, 2008            |  |          | 24 | 
|                                                                                                                                                         | 
|Notes to Financial Statements                                                                                                                            |  |          | 25 | 



18



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##### Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

To the Board of Directors and Shareholders

of the Western Pennsylvania Adventure Capital Fund, LLC

We have audited the accompanying
statements of assets and liabilities of the Western Pennsylvania Adventure Capital Fund, LLC (a Pennsylvania limited liability corporation) as of December 31, 2010 and 2009, and the related statements of operations, changes in net assets, and
cash flows for the years ended December 31, 2010, 2009, and 2008. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control
over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the companys internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Western Pennsylvania
Adventure Capital Fund, LLC as of December 31, 2010 and 2009, and the results of its operations, the changes in its net assets, and its cash flows for the years ended December 31, 2010, 2009, and 2008, in conformity with accounting
principles generally accepted in the United States of America.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The financial statement schedules listed under item 15(a)(2) are presented for purposes of complying with the Securities and Exchange Commissions rules and are not part of the basic financial statements.
The schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, fairly state in all material respects the financial data required to be set forth therein in relation to the
basic financial statements taken as a whole.

GOFF BACKA ALFERA & COMPANY, LLC.

/s/ Goff Backa Alfera & Company, LLC

Pittsburgh, Pennsylvania

February 18, 2011



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##### Table of Contents

Managements Report On Internal
Control Over Financial Reporting

We, the Chief Executive Officer and Chief Financial Officer of the Western Pennsylvania Adventure
Capital Fund, LLC, are responsible for establishing and maintaining adequate internal control over financial reporting of the Company, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The
Companys internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles.

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

With our participation, management evaluated the effectiveness of the Companys internal control over financial reporting
as of December 31, 2010, using the criteria for effective internal control established in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on its evaluations, management has concluded that internal control over financial reporting was effective as of December 31, 2010.

The Companys financial statements included in this annual report have been audited by Goff Backa Alfera & Company, LLC, an independent
registered public accounting firm. This annual report does not include an attestation report of the Companys registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to
attestation by the Companys registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only managements report in this annual report.



|                      |  |                          |  |                        
|--------------------- |  | ------------------------ |  | -----------------------
|/s/ G. Richard Patton |  | Chief Executive Officer, |  | Date: February 18, 2011
|                      |  | President and Director   |  |                        
|                      |  |                         
|/s/ Alvin J. Catz     |  | Chief Financial Officer, |  | Date: February 18, 2011
|                      |  | Treasurer, and Director  |  |                        



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##### Table of Contents

Western Pennsylvania Adventure Capital
Fund, LLC

Statements of Assets and Liabilities

As of



|                                                  |  |                   |         |  |                   |   |         | 
|------------------------------------------------- |  | ----------------- | ------- |  | ----------------- | - | ------- | 
|                                                  |  | December 31, 2010 |         |  | December 31, 2009 |  
|Assets                                            |  |                   |         |  |                   |   |         | 
|Cash and Cash Equivalents                         |  | $                 | 724,380 |  |                   | $ | 85,453  | 
|Short Term Investments, Net                       |  |                   | 0       |  |                   |   | 0       | 
|Receivables                                       |  |                   | 508     |  |                   |   | 508     | 
|Investment in Portfolio Companies                 |  |                   | 90,239  |  |                   |   | 870,393 | 
|                                                  |  |                   |         |  |                   |   |         | 
|Total Assets                                      |  | $                 | 815,127 |  |                   | $ | 956,354 | 
|                                                  |  |                   |         |  |                   |   |         | 
|                                                  |  |                  
|Liabilities                                       |  |                   |         |  |                   |   |         | 
|Accounts Payable                                  |  | $                 | 0       |  |                   | $ | 0       | 
|Accrued Liabilities                               |  |                   | 10,200  |  |                   |   | 13,910  | 
|Accrued Income Taxes                              |  |                   | 0       |  |                   |   | 0       | 
|                                                  |  |                   |         |  |                   |   |         | 
|Total Liabilities                                 |  | $                 | 10,200  |  |                   | $ | 13,910  | 
|                                                  |  |                   |         |  |                   |   |         | 
|                                                  |  |                  
|Net Assets                                        |  |                   |         |  |                   |   |         | 
|Members Equity Outstanding 4,222,870 Units       |  | $                 | 804,927 |  |                   | $ | 942,444 | 
|                                                  |  |                   |         |  |                   |   |         | 
|Net Assets Applicable to Shares/Units Outstanding |  | $                 | 804,927 |  |                   | $ | 942,444 | 
|                                                  |  |                   |         |  |                   |   |         | 
|Net Assets Value Per Share/Unit                   |  | $                 | 0.19    |  |                   | $ | 0.22    | 
|                                                  |  |                   |         |  |                   |   |         | 

See Independent Auditors Report and accompanying notes to financial statements.



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##### Table of Contents

Western Pennsylvania Adventure Capital
Fund, LLC

Statements of Operations

For the Periods



|                                                             |  |                                          |          |   |                                          |   |          |                                          |  |   |          |  
|------------------------------------------------------------ |  | ---------------------------------------- | -------- | - | ---------------------------------------- | - | -------- | ---------------------------------------- |  | - | -------- | -
|                                                             |  | January 1, 
2010throughDecember 31, 2010 |          |   | January 1, 
2009throughDecember 31, 2009 |   |          | January 1, 
2008throughDecember 31, 2008 | 
|Revenues:                                                    |  |                                          |          |   |                                          |   |          |                                          |  |   |          |  
|Interest and Dividends                                       |  | $                                        | 72,468   |   |                                          | $ | 236      |                                          |  | $ | 5,614    |  
|Realized Gains/(Losses)                                      |  |                                          | (481,389 | ) |                                          |   | (549,611 | )                                        |  |   | (13,943  | )
|                                                             |  |                                          |          |   |                                          |   |          |                                          |  |   |          |  
|Total Revenues                                               |  |                                          | (408,921 | ) |                                          |   | (549,375 | )                                        |  |   | (8,329   | )
|                                                             |  |                                          |          |   |                                          |   |          |                                          |  |   |          |  
|                                                             |  |                                          |         
|Expenses:                                                    |  |                                          |          |   |                                          |   |          |                                          |  |   |          |  
|General and Administration                                   |  |                                          | 10,600   |   |                                          |   | 12,000   |                                          |  |   | 12,000   |  
|Other Operating Expenses                                     |  |                                          | 69,798   |   |                                          |   | 67,305   |                                          |  |   | 92,977   |  
|                                                             |  |                                          |          |   |                                          |   |          |                                          |  |   |          |  
|Total Expenses                                               |  |                                          | 80,398   |   |                                          |   | 79,305   |                                          |  |   | 104,977  |  
|                                                             |  |                                          |          |   |                                          |   |          |                                          |  |   |          |  
|                                                             |  |                                          |         
|Unrealized Appreciation (Depreciation) - Portfolio Companies |  |                                          | 351,802  |   |                                          |   | 221,435  |                                          |  |   | (296,435 | )
|                                                             |  |                                          |         
|Profit (Loss) Before Income Tax                              |  |                                          | (137,517 | ) |                                          |   | (407,245 | )                                        |  |   | (409,741 | )
|                                                             |  |                                          |         
|Income Tax Expense (Benefit)                                 |  |                                          | 0        |   |                                          |   | 0        |                                          |  |   | 0        |  
|                                                             |  |                                          |          |   |                                          |   |          |                                          |  |   |          |  
|                                                             |  |                                          |         
|Net Income (Loss)                                            |  | $                                        | (137,517 | ) |                                          | $ | (407,245 | )                                        |  | $ | (409,741 | )
|                                                             |  |                                          |          |   |                                          |   |          |                                          |  |   |          |  
|                                                             |  |                                          |         
|Earnings (Loss) Per Share/Unit                               |  | $                                        | (0.03    | ) |                                          | $ | (0.10    | )                                        |  | $ | (0.10    | )
|                                                             |  |                                          |          |   |                                          |   |          |                                          |  |   |          |  

See Independent Auditors Report and accompanying notes to financial statements.



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##### Table of Contents

Western Pennsylvania Adventure Capital
Fund, LLC

Statements of Changes in Net Assets

For the Periods



|                                      |  |                                          |          |   |                                          |   |           |                                          |  |   |           |  
|------------------------------------- |  | ---------------------------------------- | -------- | - | ---------------------------------------- | - | --------- | ---------------------------------------- |  | - | --------- | -
|                                      |  | January 1, 
2010throughDecember 31, 2010 |          |   | January 1, 
2009throughDecember 31, 2009 |   |           | January 1, 
2008throughDecember 31, 2008 | 
|From Operations                       |  |                                          |          |   |                                          |   |           |                                          |  |   |           |  
|Net Income (Loss)                     |  | $                                        | (137,517 | ) |                                          | $ | (407,245  | )                                        |  | $ | (409,741  | )
|                                      |  |                                          |          |   |                                          |   |           |                                          |  |   |           |  
|Net Increase (Decrease) In Net Assets |  |                                          | (137,517 | ) |                                          |   | (407,245  | )                                        |  |   | (409,741  | )
|                                      |  |                                          |         
|Net Assets:                           |  |                                          |          |   |                                          |   |           |                                          |  |   |           |  
|Beginning of Period                   |  | $                                        | 942,444  |   |                                          | $ | 1,349,689 |                                          |  | $ | 1,759,430 |  
|                                      |  |                                          |          |   |                                          |   |           |                                          |  |   |           |  
|                                      |  |                                          |         
|End of Period                         |  | $                                        | 804,927  |   |                                          | $ | 942,444   |                                          |  | $ | 1,349,689 |  
|                                      |  |                                          |          |   |                                          |   |           |                                          |  |   |           |  

See Independent Auditors Report and accompanying notes to financial statements.



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##### Table of Contents

Western Pennsylvania Adventure Capital
Fund, LLC

Statements of Cash Flows

For the Periods



|                                                          |  |                                          |          |   |                                          |   |          |                                          |  |   |          |  
|--------------------------------------------------------- |  | ---------------------------------------- | -------- | - | ---------------------------------------- | - | -------- | ---------------------------------------- |  | - | -------- | -
|                                                          |  | January 1, 
2010throughDecember 31, 2010 |          |   | January 1, 
2009throughDecember 31, 2009 |   |          | January 1, 
2008throughDecember 31, 2008 | 
|Cash Flow from Operating Activities:                      |  |                                          |          |   |                                          |   |          |                                          |  |   |          |  
|                                                          |  |                                          |         
|Income (Loss)                                             |  | $                                        | (137,517 | ) |                                          | $ | (407,245 | )                                        |  | $ | (409,741 | )
|                                                          |  |                                          |         
|Change in Assets and Liabilities:                         |  |                                          |          |   |                                          |   |          |                                          |  |   |          |  
|Receivables-(Increase) Decrease                           |  |                                          | 0        |   |                                          |   | (37      | )                                        |  |   | 21,704   |  
|Accounts PayableIncrease (Decrease)                      |  |                                          | 0        |   |                                          |   | 0        |                                          |  |   | 0        |  
|Accrued Liabilities-Increase (Decrease)                   |  |                                          | (3,710   | ) |                                          |   | 1,800    |                                          |  |   | (4,500   | )
|                                                          |  |                                          |         
|Net Cash Provided by (Used in) Operating Activities       |  |                                          | (141,227 | ) |                                          |   | (405,482 | )                                        |  |   | (392,537 | )
|                                                          |  |                                          |          |   |                                          |   |          |                                          |  |   |          |  
|                                                          |  |                                          |         
|Cash Flow from Financing Activities:                      |  |                                          |          |   |                                          |   |          |                                          |  |   |          |  
|Net Cash Provided by (Used in) Financing Activities       |  |                                          | 0        |   |                                          |   | 0        |                                          |  |   | 0        |  
|                                                          |  |                                          |          |   |                                          |   |          |                                          |  |   |          |  
|                                                          |  |                                          |         
|Cash Flow from Investing Activities:                      |  |                                          |          |   |                                          |   |          |                                          |  |   |          |  
|Purchase of Short Term Investments, Net of Redemptions    |  |                                          | 0        |   |                                          |   | 0        |                                          |  |   | 250,000  |  
|Investments in Portfolio Companies, Net                   |  |                                          | 780,154  |   |                                          |   | 360,758  |                                          |  |   | 258,071  |  
|                                                          |  |                                          |          |   |                                          |   |          |                                          |  |   |          |  
|Net Cash Provided by (Used in) Investing Activities       |  |                                          | 780,154  |   |                                          |   | 360,758  |                                          |  |   | 508,071  |  
|                                                          |  |                                          |          |   |                                          |   |          |                                          |  |   |          |  
|                                                          |  |                                          |         
|Net Increase (Decrease) in Cash and And Cash Equivalents: |  |                                          | 638,927  |   |                                          |   | (44,724  | )                                        |  |   | 115,534  |  
|Cash and Cash Equivalents at Beginning of Period          |  |                                          | 85,453   |   |                                          |   | 130,177  |                                          |  |   | 14,643   |  
|                                                          |  |                                          |          |   |                                          |   |          |                                          |  |   |          |  
|Cash and Cash Equivalents at End of Period                |  | $                                        | 724,380  |   |                                          | $ | 85,453   |                                          |  | $ | 130,177  |  
|                                                          |  |                                          |          |   |                                          |   |          |                                          |  |   |          |  

See Independent Auditors Report and accompanying notes to financial statements.



24



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##### Table of Contents

Western Pennsylvania Adventure Capital
Fund, LLC

Notes to Financial Statements

December 31, 2010

Note 1  Summary of Significant Accounting Policies:

This summary of significant accounting policies of Western Pennsylvania Adventure Capital Fund, LLC and its predecessor organization,
the Western Pennsylvania Adventure Capital Fund, a C Corporation (collectively and/or individually the Fund) is presented to assist in understanding the Funds financial statements. These accounting policies conform with U.S.
generally accepted accounting principles and have been consistently applied in the preparation of the financial statements.

Nature of
Operations

The Fund was incorporated on May 23, 1996, and began its primary business activities in November, 1997. The Fund has been
formed to become a Business Development Company (BDC) and to be subject to the applicable provisions of the Investment Company Act of 1940, as amended (the 1940 Act). The Fund invests primarily in the equity and/or debt
securities of development stage companies located in western Pennsylvania. The Fund seeks to make its investments in conjunction with a consortium of investment partners such as individual investors, other venture capital firms, private non-profit
or for-profit companies or foundations, and federal, state or local public, quasi-public or publicly-supported economic development organizations, agencies or authorities which provide investment capital or low interest or other financing for
economic development.

The Funds Board of Directors, which is elected by the members (previously by the shareholders) annually, has
responsibility for management of the Fund, including authority to select portfolio securities for investment by the Fund. The Board is advised by the officers of the Fund and, through December 31, 1998, had been advised by The Enterprise
Corporation of Pittsburgh (Enterprise), which served as the Funds investment advisor. Enterprise screened potential Portfolio Companies and presented them to the Funds Board for investment consideration, conducted due
diligence reviews of investment candidates and managed the day-to-day operations of the Fund including, portfolio management, preparing reports to shareholders and performing administrative services. The recommendations of Enterprise as to
investments were advisory only and were not binding on the Fund or its Board of Directors. Enterprise was a private, non-profit consulting firm founded in 1983 for the purpose of assisting entrepreneurs in developing new businesses in western
Pennsylvania. As of December 31, 1998, Enterprise ceased operations and is no longer serving as the Funds investment advisor. The Funds Board of Directors now performs these activities.

Enterprise received a fee equal to 5% of the aggregate amount of assets invested by the Fund in portfolio securities for providing investment advisory
and administrative services to the Fund. Enterprise may also have received compensation from investment partners or members of any investment consortium that invested with the Fund in portfolio securities, all on such basis as such other parties and
Enterprise may have agreed.

Basis of Presentation  Net Assets

During 1996, the Fund began offering a total of 5,000,000 shares of its common stock, par value $.01, at a price of $1.00 per share under Regulation E of the Securities Act of 1933 (the First
Offering). In connection with its services in organizing the formation and development of the Fund, Enterprise purchased 250,000 shares of common stock for $.01 per share, which represented 4.8% of the total potential outstanding shares of the
Fund. The shares purchased by Enterprise represented founders shares. If less than 5,000,000 shares were sold in the First Offering, the Fund had the right to repurchase from Enterprise for $.01 per share such number of shares as would result
in Enterprises ownership percentage in the Fund immediately following the First Offering being 4.8%.



25



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##### Table of Contents

During 1997, the Fund sold 2,104,333 shares of its common stock and closed the First Offering. As of
December 31, 1997, the Fund repurchased 143,899 shares of its common stock from Enterprise, thereby reducing Enterprises ownership to 106,101 shares, which represented 4.8% of the then total shares issued and outstanding (2,210,434
shares). The repurchased shares are presented as Treasury Stock, at cost, at December 31, 2000 and December 31, 1999.

On
September 10, 1999, the Fund began offering a total of 2,750,000 shares of its common stock, par value $.01, at a price of $1.45 per share under Regulation E of the Securities Act of 1933 (the Second Offering). The Second Offering
was extended through January 31, 2000. The Fund sold 2,057,787 shares of its common stock and closed the Second Offering.

On
July 14, 2000, the Fund began offering a total of 875,000 shares of its common stock, par value $0.01 at a price of $1.60 per share under Regulation E of the Securities Act of 1933 (the Third Offering). The Third Offering was
extended through the earlier of March 31, 2001 or the date the Third Offering was fully subscribed. As of March 31, 2001, the Fund sold 62,750 shares of its common stock under the Third Offering and closed the Third Offering.

Syndication Costs

Legal, accounting and
other costs of $149,220 incurred in connection with the Funds First Offering, Second Offering and Third Offering have been capitalized and reported as a permanent reduction of net assets in accordance with U.S. generally accepted accounting
principles. No syndication costs were incurred in the three year period ended December 31, 2010.

Cash and Cash Equivalents

Cash and Cash Equivalents consist of cash in checking accounts and high quality money market instruments having or deemed to have
remaining maturities of thirteen months or less.

Short Term Investments

The Funds short term investments consist of high quality commercial paper, U.S. Government securities, and municipal securities. These investments generally are purchased either at face value or at
a discount or premium from face value and are redeemed at maturity at face value. Any discount or premium represents interest income (expense) which will accrue over the period from date of acquisition to date of maturity. The Fund uses the
effective yield to maturity method to recognize the accretion of interest income (expense) over the life of each individual short term investment. This method produces a rate of return which is constant over the period from acquisition to maturity.
Using this method, the interest income (expense) recognized on each individual investment will increase over time as the carrying value of that investment increases (decreases). The Fund records these investments net of remaining unearned interest
income (expense).

In accordance with Statement of Financial Accounting Standards (SFAS) No. 115 (FASB ASC 320-10),
Accounting for Certain Investments in Debt and Equity Securities, the Fund classifies all short term investments as available for sale.

Investments in Portfolio Companies

Investments are stated at value. Investments for which
market quotations are readily available are valued at the last trade price on or within one local business day of the date of determination as obtained from a pricing source. If no such trade price is available, such investments are valued at the
quoted bid price or the mean between the quoted bid and asked price on the date of determination as obtained from a pricing source. Securities for which market quotations are not readily available are valued at fair value in good faith using methods
determined by or under the direction of the Funds Board of Directors.



26



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##### Table of Contents

Effective January 1, 2008, the Company adopted SFAS No. 157 (FASB ASC 820-10), Fair Value
Measurements, which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The adoption of SFAS No. 157 (FASB ASC 820-10) did not have a material impact on the fair
value measurements of the Funds investments.

Start-Up and Organization Costs

Costs incurred in connection with the start-up and organization of the Fund had been deferred and were being amortized ratably over a period of 60 months
beginning January 1, 1998. During the three month period ended June 30, 2002, the Fund, as a result of the merger (See Note 2), wrote off the remaining balance of $2,280 of deferred Start-Up and Organization Costs.

Earnings Per Share/Unit

During 1997,
the Fund adopted SFAS No. 128 (FASB ASC 260-10), Earnings Per Share. Its application is not expected to affect the calculations of basic and diluted earnings per share/unit.

Earnings per share/unit is computed using the weighted average number of shares/units outstanding during the respective periods, adjusted for outstanding stock/unit options. There are no other outstanding
warrants, or other contingently issuable shares/units.

The Funds shareholders, at the annual meeting of shareholders held on
November 17, 1999, approved a stock option plan which authorized the granting of options to purchase the Funds common stock to directors, officers, employees, and members of the advisory board of the Fund. Options to purchase 250,000
shares of the Funds common stock were granted to directors of the Fund under the terms of this stock option plan. On December 20, 2001, all of the directors returned their options to the Fund. The Fund may grant options to the directors
at a future date.

The option committee on July 12, 2002 granted options to purchase 50,000 units of its members equity at an
exercise price equal to the net asset value per unit as of June 30, 2002 to each of the Funds five directors (250,000 units in the aggregate). These options vest immediately. The net asset value per unit as of June 30, 2002 was $0.84
per unit. These options expired as of October 31, 2007.

The Funds members, at the annual meeting of members held on
November 14, 2007, approved an option plan which authorized the granting of options to purchase 50,000 of the Funds units to each of the Funds Managers at the net asset value as of September 30, 2007. The options vest
immediately and expire five years after date of issuance. These options were granted upon approval by the members at the aforementioned annual meeting. No options have been exercised as of December 31, 2010.

Income Taxes

The Fund has adopted the
SFAS Standard No. 109 (FASB ASC 740-10), Accounting for Income Taxes, from its inception. SFAS 109 requires an asset and liability approach that recognizes deferred tax assets and liabilities for the expected future tax consequences
of events that have been recognized in the Funds financial statements or tax returns. In estimating future tax consequences, SFAS 109 generally considers all expected future events other than enactments of changes in the tax law or rates.
During the years ended December 31, 2004, 2003 and 2002, the Fund recognized unrealized appreciation (depreciation) on its portfolio companies, and accordingly, recognized deferred taxes due to temporary timing differences in accordance with
SFAS 109 until the Fund became a pass through entity for income tax purposes as of February 28, 2002. As a result of the merger discussed in Note 2, any remaining deferred taxes were reversed during the three month period ending
March 31, 2002.



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The Fund, as a result of becoming an LLC as of February 28, 2002, is treated as a pass
through entity for income tax purposes, thus no income tax provision or related accruals is required. Any income tax liabilities incurred by the Fund are allocated to members of the Fund annually for inclusion in the members individual
income tax returns. The Fund remains responsible for any Pennsylvania Capital Stock and Franchise Tax.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and accompanying notes to those financial statements. Actual results could differ materially from these estimates.

Consideration of Subsequent Events

These financial statements were approved and authorized
for issue by the Board of Directors on February 18, 2011.

Recent Accounting Pronouncements

In June 2009, the Financial Accounting Standards Board (FASB) issued Accounting Standards Codification (ASC) 105, Generally
Accepted Accounting Principles (formerly Statement of Financial Accounting Standards (SFAS) No. 168, The FASB Accounting Standards Codification and Hierarchy of Generally Accepted Accounting Principles). ASC 105
establishes the FASB ASC as the single source of authoritative nongovernmental U.S. GAAP. The standard is effective for interim and annual periods ending after September 15, 2009. We adopted the provisions of the standard on December 31,
2009, which did not have a material impact on our financial statements.

Note 2  Merger

As of February 28, 2002, the Fund converted from the C Corporation to an LLC Organization via merger of the C Corporation into its wholly owned and
previously inactive subsidiary  an LLC Organization. As a consequence, the LLC assumed all assets and liabilities of the C Corporation and is continuing all operations of the C Corporation.

Shareholders of the C Corporation have become members of the LLC, and hold the same number of ownership units in the LLC equal to the number of shares
they held in the C Corporation, with no change in ownership percentage of the respective organizations.

Note 3  Sale of
Securities

During 1997, the Fund sold 2,104,333 shares of its common stock at $1.00 per share, under an Offering Circular dated
November 7, 1996 (First Offering Circular). The proceeds were required to be deposited in an escrow account with the Funds escrow agent, PNC Bank, until such time as the escrow account reached $1 million. At that time, the
Fund was permitted to withdraw the funds from the escrow account and begin to invest in portfolio securities.

As of July 11, 1997, the
proceeds in the escrow account totaled $1,860,100. On that date, the Fund withdrew substantially all of the funds from the escrow account.

The funds released from escrow were temporarily invested, pending investment in Portfolio Securities, in cash equivalents, government securities, and
high quality debt securities. A portion of the funds released from escrow were disbursed to pay accumulated obligations whose payment was deferred until funds were released from escrow.



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The Fund began offering for sale up to 2,750,000 shares of its Common Stock at $1.45 per share, or a maximum
of $3,987,500, under an Offering Circular dated September 10, 1999 (Second Offering Circular). The Fund has used the proceeds from this sale of securities primarily to invest in the equity and/or debt securities of additional
development stage companies located in western Pennsylvania, and to make follow on investments, as appropriate, in existing portfolio companies. The proceeds from this sale of securities were temporarily invested, pending investments in portfolio
companies, in cash equivalents, government securities, and high quality debt securities. A portion of these proceeds have been used for normal operating expenses. As of December 31, 1999, the Fund had received subscriptions to purchase 631,550
shares ($915,747). The Fund sold 2,057,787 shares of its common stock at $1.45 per share under the Second Offering Circular, and closed the Second Offering as of January 31, 2000.

The Fund began offering for sale up to 875,000 shares of its Common Stock at $1.60 per share, or a maximum of $1,400,000, under an Offering Circular dated July 14, 2000 (Third Offering
Circular). The Fund intends to use the proceeds from this sale of securities primarily to invest in the equity and/or debt securities of additional development stage companies located in western Pennsylvania, and to make follow on investments,
as appropriate, in existing portfolio companies. The proceeds from this sale of securities have been temporarily invested, pending investments in portfolio companies, in cash equivalents, government securities, and high quality debt securities. A
portion of these proceeds have been used for normal operating expenses. As of December 31, 2000, the Fund had received subscriptions to purchase 40,000 shares ($64,000). The Fund sold 62,750 shares of its Common Stock at $1.60 per share under
the Third Offering, and closed at the Third Offering as of March 31, 2001.

As of December 31, 2010, $90,239 ($1,122,200 at
December 31, 2009) was invested in Portfolio Securities and the balance of the funds ($724,380) remained invested in cash equivalents, government securities, and high quality debt securities.

Note 4  Investments in Portfolio Companies

As of December 31, 2010, the Fund had invested a total of $90,239 in two Portfolio Companies ($1,122,200 in six Portfolio Companies at December 31, 2009). Also, see Schedule 1 for additional
information on investments in Portfolio Companies.

MindMatrix, Inc.

During the three month period ended March 31, 2010, the Fund received and accepted an offer from MindMatrix, Inc. to pay the Fund
$10,000 in exchange for cancellation of the Funds $100,000 note receivable from MindMatrix, Inc. As the Fund previously had established a reserve of $100,000 for uncollectibility of this note, the Fund recognized a realized loss of $90,000 and
reversed the previously recorded unrealized loss, resulting in a $10,000 gain.

Fidelity Flight Simulation Incorporated

During the three month period ended March 31, 2010, the fund closed on the sale of its ownership interest in
Fidelity Flight Simulator Incorporated (Fidelity) to several other Fidelity shareholders. The proceeds of the sale amounted to $110,000, resulting in a realized gain of $10,000.

Touchtown, Inc.

During the three month period ended June 30, 2010, the Fund sold its ownership interest in Touchtown, Inc. back to Touchtown, Inc. for $55,000. The Funds investment in Touchtown, Inc. was
$135,237, and accordingly, the Fund recognized a realized loss of $80,237.



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TimeSys Corporation

During the three month period ended December 31, 2010, the Fund sold its ownership interest in TimeSys Corporation
(TimeSys) back to TimeSys for $1,148. The Funds investment in TimeSys was $247,114, and accordingly, the Fund recognized a realized loss of $245,966. An unrealized loss of $105,930 had been recorded in prior periods. Accordingly,
the loss recognized in the three month period ended December 31, 2010 amounted to $140,036.

True Commerce, Inc.

During the three month period ended December 31, 2010, True Commerce, Inc. (True Commerce) was
acquired by HighJump Acquisition LLC (HighJump). The Fund received $456,654 upon the acquisition by HighJump, with an additional amount placed in escrow to cover future claims. The Fund assigned its rights under the escrow agreement in
exchange for $17,500. As the Funds investment in True Commerce was $144,277, the Fund recognized a realized gain of $329,877.

Quantapoint, Inc.

During the three month period ended
December 31, 2010, the Fund reached agreement to sell its ownership interest in Quantapoint, Inc. to several other Quantapoint, Inc. shareholders. The proceeds of this sale amounted to $87,671, resulting in a realized loss of $111,752 in the
three month period ended December 31, 2010.

Precision Therapeutics, Inc.

During the three month period ended December 31, 2010, the Fund reached agreement to sell its ownership interest in Precision
Therapeutics, Inc. (Precision) back to Precision. The proceeds of this sale amounted to $2,568, resulting in a realized loss of $293,575 in the three month period ended December 31, 2010.

Fair Value Measurements

At
December 31, 2010, all of the Funds investments in portfolio companies above are categorized as Level 3 in the fair value hierarchy for SFAS No. 157 (FASB ASC 820-10) purposes because of the use of significant unobservable inputs.
The components of change in the financial assets categorized as Level 3 for the year ended December 31, 2010 are as follows:



|                                                                                                                                                                                         |  |   |          |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | - | -------- | -
|Beginning Balance December 31, 2009                                                                                                                                                      |  | $ | 870,393  |  
|Proceeds Received on Sales of Investment Portfolio Companies                                                                                                                             |  |   | (650,567 | )
|Total Realized Gains (Losses) Included in Changes in Net Assets                                                                                                                          |  |   | (481,389 | )
|Total Unrealized Gains (Losses) Included in Changes in Net Assets                                                                                                                        |  |   | 351,802  |  
|                                                                                                                                                                                         |  |   |          |  
|Ending Balance December 31, 2009                                                                                                                                                         |  | $ | 90,239   |  
|                                                                                                                                                                                         |  |   |          |  
|                                                                                                                                                                                         | 
|The amount of total losses for the period included in changes in net assets attributable to the change in unrealized gains or
losses relating to assets still held at the reporting date |  | $ | 0        |  
|                                                                                                                                                                                         |  |   |          |  



30



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##### Table of Contents

Note 5  Short Term Investments

The Fund, pending investments in Portfolio Securities, temporarily invests its excess funds in short term high quality commercial paper, U.S. Government securities and municipal securities. These
investments generally are purchased either at face value or at a discount or premium from face value and are redeemed at maturity at face value. Any discount or premium from face value represents unearned interest income or expense and is recognized
over the remaining term of the security using the effective yield to maturity method. All of the short term investments are classified as available for sale in accordance with SFAS No. 115 (FASB ASC 320-10).

There were no short term investments as of December 31, 2010 or December 31, 2009.

Note 6  Unrealized Appreciation (Depreciation)

The Fund recognizes unrealized
appreciation (depreciation) on its portfolio companies when significant and material events have occurred that clearly indicates that an adjustment to the carrying value of those investments is appropriate. Unrealized appreciation (depreciation) has
been recognized as follows:



|                             |  |   |  |   |            |  
|---------------------------- |  | - |  | - | ---------- | -
|Year Ended December 31, 2010 |  | - |  | $ | 351,802    |  
|Year Ended December 31, 2009 |  | - |  | $ | 221,435    |  
|Year Ended December 31, 2008 |  | - |  | $ | (296,435   | )
|Year Ended December 31, 2007 |  | - |  | $ | 605,256    |  
|Year Ended December 31, 2006 |  | - |  | $ | (199,000   | )
|Year Ended December 31, 2005 |  | - |  | $ | 22,183     |  
|Year Ended December 31, 2004 |  | - |  | $ | 703,595    |  
|Year Ended December 31, 2003 |  | - |  | $ | 154,579    |  
|Year Ended December 31, 2002 |  | - |  | $ | (379,559   | )
|Year Ended December 31, 2001 |  | - |  | $ | (1,885,981 | )
|Year Ended December 31, 2000 |  | - |  | $ | 538,394    |  
|Year Ended December 31, 1999 |  | - |  | $ | 163,731    |  
|Year Ended December 31, 1998 |  | - |  | $ | 0          |  

Note 7  Stock/Unit Option
Plan

The shareholders, at the annual meeting of shareholders held on November 17, 1999, approved a stock option plan authorizing
the granting of options to purchase the Funds common stock to directors, officers, employees and members of the advisory board of the Fund. Under the terms of the plan, the stock option committee has authority to award options to eligible
persons on the basis of the nature of their duties, their present and potential contributions to the success of the Fund and like factors.

The maximum number of options that may be granted under the plan is 500,000. The exercise price is determined by the stock option committee at the time
the option is granted, but cannot be less than the fair market value of the Funds common stock on the date of grant. Each option will have a term, not in excess of 10 years, as determined by the stock option committee. In general, each option
will become exercisable in 25 percent increments beginning on the first, second, third and fourth anniversaries of the date of grant. Options may be granted as either incentive stock options or nonqualified stock options.

The stock option committee granted options to purchase 50,000 shares of its common stock at an exercise price of $1.45 per share to each of the
Funds five directors (250,000 shares in the aggregate), effective as of October 11, 1999. These options vest 50% upon issuance, and 25% in equal increments on the first and second anniversary dates of issuance.



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On December 20, 2001, all of the directors returned their options to the Fund. The Fund may grant
options to the directors at a future date.

The stock option committee on July 12, 2002 granted options to purchase 50,000 units of its
members equity at an exercise price equal to the net asset value per unit as of June 30, 2002 to each of the Funds five directors (250,000 units in the aggregate). These options vest immediately. The net asset value per unit as of
June 30, 2002 was $0.84 per unit. None of the options had been exercised and the options expired as of October 31, 2007.

The
members, at the annual meeting of members held on November 14, 2007, approved the issuance of 50,000 options to each Manager issuable, on the same terms and conditions as the options that expired October 31, 2007. The options vest
immediately, have an exercise price equal to the Funds net asset value as of September 30, 2007 ($0.45), and will expire five years after the date of issuance.

The Fund estimated the fair value of each stock option grant at the time of the grant using the Black Scholes option-pricing model. If a different option pricing model had been used, results may have been
different. The assumptions used and resulting weighted-average grant-date estimates of fair value for options granted in 2007 are as follows:



|                                                       |  |   |         |  
|------------------------------------------------------ |  | - | ------- | -
|Options granted                                        |  |   | 250,000 |  
|                                                       | 
|Weighted average assumptions:                          |  |   |         |  
|Expected dividend yield                                |  |   | 0       |  
|Expected volatility                                    |  |   | 14      | %
|Risk-free interest rate                                |  |   | 3.3     | %
|Expected life (in years)                               |  |   | 2.5     |  
|                                                       | 
|Weighted average fair value of options granted in 2007 |  | $ | .059    |  

Based upon these assumptions, the
Fund recorded an expense of $14,750 during the fourth quarter of 2007.

There were no new options granted during the years ended
December 31, 2010 and 2009.

No options were exercised during the years ended December 31, 2010, 2009 and 2008.

Note 8  Income Taxes

The
Fund, as a result of becoming an LLC as of February 28, 2002, is treated as a pass through entity for income tax purposes. Any income tax liabilities incurred by the Fund are allocated to members of the Fund annually for inclusion
in the members individual income tax returns. The Fund remains responsible for any Pennsylvania Capital Stock and Franchise Tax.

There
are no deferred tax asset or liability accounts, or related valuation allowances due to the Funds status as a pass through tax entity.

Note 9  Related Party Transactions

Accrued liabilities as of
December 31, 2010 and 2009, include $8,200 and $4,800, respectively, for Board of Directors fees, and $2,000 and $2,000, respectively, due to a consulting firm in which one of the Funds officers is a significant shareholder.



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Under the terms of an investment advisory agreement, Enterprise served as the Funds investment
advisor, and received a one-time fee equal to 5% of the amount the Fund invested in a Portfolio Company for providing investment advisory and administrative services to the Fund. As of December 31, 1998, Enterprise ceased operations and no
longer served as the Funds investment advisor. Enterprise owned 106,101 shares of common stock of the Fund which it acquired at $.01 per share as founders stock in connection with its services in organizing the formation and development of the
Fund. As a result of the merger of Enterprise with Ben Franklin, the shares previously owned by Enterprise were acquired by Innovation Works, the successor organization.

On June 7, 2000, the Fund purchased 106,101 shares of its Common Stock previously owned by Innovation Works, Inc. for $125,126. These shares are included as part of Members Equity.

As of December 31, 1997, the Fund repurchased 143,899 shares of its common stock from Enterprise at $0.01 per share. These shares also are included
as part of Members Equity.

During 2010, the Fund incurred $18,000 ($18,000 in 2009) for accounting services payable to a consulting
firm in which one of the Funds officers is a significant shareholder.

Note 10  Realized Gains/Losses

During the three month period ending March 31, 2008, the Fund received $7,761 released from the withheld escrow on the acquisition by Subex Azure of
Syndesis Limited (a Canadian company), one of the Funds portfolio companies. As previous receipts of proceeds from this transaction had exceeded the Funds cost of investment, these proceeds were recorded as a realized gain.

During the three month period ended December 31, 2008, the Fund concluded that the accrued interest receivable of $21,704 on its note receivable
from MindMatrix, Inc. ultimately will be uncollectible, and the Fund wrote off this receivable as a realized loss.

During the three month
period ended September 30, 2009, Akustica, Inc. (Akustica), one of the Funds Portfolio Companies, was acquired for cash by another company. Under the terms of the agreement covering the sale, Akustica shareholders received
cash based upon their relative preferred standing. The fund received $12,528 and wrote off its investment of $422,193, resulting in a realized loss of $409,665. An unrealized loss of $296,435 had been recorded in prior periods. Accordingly, the loss
recognized in the three month period ended September 30, 2009 amounted to $113,230.

During the three month period ended June 30,
2009, the Fund concluded that there was no possibility of a recovery of its investment in MindMatrix, Inc., one of the funds portfolio companies. Accordingly, the Fund wrote off its $100,000 note receivable from MindMatrix, and recognized an
unrealized loss on its investment in MindMatrix, Inc.

During the three month period ended December 31, 2009, the Fund sold its
investment in WorldDealer, Inc. (WD) for $20,053 and recognized a realized loss of $139,946. At the same time, the Fund reversed its previously recorded unrealized loss of $25,000. Accordingly, the loss recognized in the three month
period ended December 31, 2009 amounted to $114,946.

During the three month period ended March 31, 2010, the Fund received and
accepted an offer from MindMatrix, Inc. to pay the Fund $10,000 in exchange for cancellation of the Funds $100,000 note receivable from MindMatrix, Inc. As the Fund previously had established a reserve of $100,000 for uncollectibility of this
note, the Fund recognized a realized loss of $90,000 and reversed the previously recorded unrealized loss, resulting in a $10,000 gain.



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During the three month period ended March 31, 2010, the fund closed on the sale of its ownership
interest in Fidelity Flight Simulator Incorporated (Fidelity) to several other Fidelity shareholders. The proceeds of the sale amounted to $110,000, resulting in a realized gain of $10,000.

During the three month period ended June 30, 2010, the Fund sold its ownership interest in Touchtown, Inc. back to Touchtown, Inc. for $55,000. The
Funds investment in Touchtown, Inc. was $135,237, and accordingly, the Fund recognized a realized loss of $80,237.

During the three
month period ended December 31, 2010, the Fund sold its ownership interest in TimeSys Corporation (TimeSys) back to TimeSys for $1,148. The Funds investment in TimeSys was $247,114, and accordingly, the Fund recognized a
realized loss of $245,966. An unrealized loss of $105,930 had been recorded in prior periods. Accordingly, the loss recognized in the three month period ended December 31, 2010 amounted to $140,036.

During the three month period ended December 31, 2010, True Commerce, Inc. (True Commerce) was acquired by HighJump Acquisition LLC
(HighJump). The Fund received $456,654 upon the acquisition by HighJump, with an additional amount placed in escrow to cover future claims. The Fund assigned its rights under the escrow agreement in exchange for $17,500. As the
Funds investment in True Commerce was $144,277, the Fund recognized a realized gain of $329,877.

During the three month period ended
December 31, 2010, the Fund reached agreement to sell its ownership interest in Quantapoint, Inc. to several other Quantapoint, Inc. shareholders. The proceeds of this sale amounted to $87,671, resulting in a realized loss of $111,752 in the
three month period ended December 31, 2010.

During the three month period ended December 31, 2010, the Fund reached agreement to
sell its ownership interest in Precision Therapeutics, Inc. (Precision) back to Precision. The proceeds of this sale amounted to $2,568, resulting in a realized loss of $293,575 in the three month period ended December 31, 2010.

Realized gains and (losses) are summarized below:



|                                   |  |      |          |   |      |   |         |      |  |   |         |  
|---------------------------------- |  | ---- | -------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                   |  | 2003 |          |   | 2002 |   |         | 2001 | 
|AcceLight Networks, Inc.           |  | $    | (359,611 | ) |      | $ | 6,367   |      |  |   |         |  
|Allegheny Child Care Academy, Inc. |  |      |          |   |      |   |         |      |  |   |         |  
|CoManage Corporation               |  |      |          |   |      |   |         |      |  |   |         |  
|e-Cruise, Inc.                     |  |      |          |   |      |   |         |      |  |   |         |  
|Entigo Corporation                 |  |      |          |   |      |   |         |      |  |   |         |  
|Interactive Information            |  |      |          |   |      |   |         |      |  |   |         |  
|Laminar, Inc.                      |  |      |          |   |      |   |         |      |  | $ | (64,292 | )
|Medtrex Incorporated               |  |      |          |   |      |   |         |      |  | $ | 189,195 |  
|Neolinear, Inc.                    |  |      |          |   |      |   |         |      |  |   |         |  
|Personity, Inc.                    |  | $    | 58,865   |   |      | $ | (76,690 | )    |  |   |         |  
|Sonic Foundry, Inc.                |  | $    | (111,309 | ) |      |   |         |      |  |   |         |  
|USInterns.com, Inc.                |  |      |          |   |      |   |         |      |  |   |         |  
|                                   |  |      |          |   |      |   |         |      |  |   |         |  
|Total                              |  | $    | (412,055 | ) |      | $ | (70,323 | )    |  | $ | 124,903 |  
|                                   |  |      |          |   |      |   |         |      |  |   |         |  



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|                                         |  |      |          |   |      |   |         |      |  |   |          |   |  |      |         |  |      |   |          |   |  |   |          |  
|---------------------------------------- |  | ---- | -------- | - | ---- | - | ------- | ---- |  | - | -------- | - |  | ---- | ------- |  | ---- | - | -------- | - |  | - | -------- | -
|                                         |  | 2009 |          |   | 2008 |   |         | 2007 |  |   | 2006     |   |  | 2005 |         |  | 2004 |  
|AcceLight Networks, Inc.                 |  |      |          |   |      |   |         |      |  |   |          |   |  |      |         |  |      |   |          |   |  |   |          |  
|Akustica, Inc.                           |  | $    | (409,665 | ) |      |   |         |      |  |   |          |   |  |      |         |  |      |   |          |   |  |   |          |  
|Allegheny Child Care Academy, Inc.       |  |      |          |   |      |   |         |      |  |   |          |   |  |      |         |  |      |   |          |   |  | $ | (228,996 | )
|Automated Cell, Inc.                     |  |      |          |   |      |   |         |      |  | $ | (226,654 | ) |  |      |         |  |      |   |          |   |  |   |          |  
|CoManage Corporation                     |  |      |          |   |      |   |         |      |  |   |          |   |  |      |         |  |      | $ | (328,107 | ) |  |   |          |  
|CompAS Controls                          |  |      |          |   |      |   |         |      |  | $ | (120,000 | ) |  |      |         |  |      |   |          |   |  |   |          |  
|e-Cruise, Inc.                           |  |      |          |   |      |   |         |      |  |   |          |   |  |      |         |  |      |   |          |   |  | $ | (306,600 | )
|Entigo Corporation                       |  |      |          |   |      |   |         |      |  |   |          |   |  |      |         |  |      | $ | (227,204 | ) |  |   |          |  
|GamesParlor, Inc.                        |  |      |          |   |      |   |         |      |  | $ | (124,567 | ) |  |      |         |  |      |   |          |   |  |   |          |  
|Interactive Information                  |  |      |          |   |      |   |         |      |  |   |          |   |  |      |         |  |      | $ | (105,000 | ) |  |   |          |  
|Laminar, Inc.                            |  |      |          |   |      |   |         |      |  |   |          |   |  |      |         |  |      |   |          |   |  |   |          |  
|Medtrex Incorporated                     |  |      |          |   |      |   |         |      |  |   |          |   |  |      |         |  |      |   |          |   |  |   |          |  
|MindMatrix, Inc.                         |  |      |          |   |      | $ | (21,704 | )    |  |   |          |   |  |      |         |  |      |   |          |   |  |   |          |  
|Neolinear, Inc.                          |  |      |          |   |      |   |         |      |  |   |          |   |  | $    | 126,585 |  |      |   |          |   |  | $ | 572,271  |  
|Personity, Inc.                          |  |      |          |   |      |   |         |      |  |   |          |   |  |      |         |  |      |   |          |   |  |   |          |  
|Sonic Foundry, Inc.                      |  |      |          |   |      |   |         |      |  |   |          |   |  |      |         |  |      |   |          |   |  |   |          |  
|Syndesis Limited                         |  |      |          |   |      | $ | 7,761   |      |  | $ | 25,759   |   |  |      |         |  |      |   |          |   |  |   |          |  
|Telemed Technologies International, Inc. |  |      |          |   |      |   |         |      |  | $ | (100,000 | ) |  |      |         |  |      |   |          |   |  |   |          |  
|USInterns.com, Inc.                      |  |      |          |   |      |   |         |      |  |   |          |   |  |      |         |  |      |   |          |   |  | $ | (168,000 | )
|Webmedx, Inc.                            |  |      |          |   |      |   |         |      |  | $ | (200,195 | ) |  |      |         |  |      |   |          |   |  |   |          |  
|Wishbox.com                              |  |      |          |   |      |   |         |      |  | $ | (100,001 | ) |  |      |         |  |      |   |          |   |  |   |          |  
|World Dealer, Inc.                       |  | $    | (139,946 | ) |      |   |         |      |  |   |          |   |  |      |         |  |      |   |          |   |  |   |          |  
|                                         |  |      |          |   |      |   |         |      |  |   |          |   |  |      |         |  |      |   |          |   |  |   |          |  
|Total                                    |  | $    | (549,611 | ) |      | $ | (13,943 | )    |  | $ | (845,658 | ) |  | $    | 126,585 |  |      | $ | (660,311 | ) |  | $ | (131,325 | )
|                                         |  |      |          |   |      |   |         |      |  |   |          |   |  |      |         |  |      |   |          |   |  |   |          |  



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##### Table of Contents

|                                         |  |      |          |  
|---------------------------------------- |  | ---- | -------- | -
|                                         |  | 2010 |         
|AcceLight Networks, Inc.                 |  |      |          |  
|Akustica, Inc.                           |  | $    | 264      |  
|Allegheny Child Care Academy, Inc.       |  |      |          |  
|Automated Cell, Inc.                     |  |      |          |  
|CoManage Corporation                     |  |      |          |  
|CompAS Controls                          |  |      |          |  
|e-Cruise, Inc.                           |  |      |          |  
|Entigo Corporation                       |  |      |          |  
|Fidelity Flight Simulation Incorporated  |  | $    | 10,000   |  
|GamesParlor, Inc.                        |  |      |          |  
|Interactive Information                  |  |      |          |  
|Laminar, Inc.                            |  |      |          |  
|Medtrex Incorporated                     |  |      |          |  
|MindMatrix, Inc.                         |  | $    | (90,000  | )
|Neolinear, Inc.                          |  |      |          |  
|Personity, Inc.                          |  |      |          |  
|Precision Therapeutics, Inc.             |  | $    | (293,575 | )
|Quantapoint, Inc.                        |  | $    | (111,752 | )
|Sonic Foundry, Inc.                      |  |      |          |  
|Syndesis Limited                         |  |      |          |  
|Telemed Technologies International, Inc. |  |      |          |  
|TimeSys Corporation                      |  | $    | (245,966 | )
|Touchtown, Inc.                          |  | $    | (80,237  | )
|True Commerce, Inc.                      |  | $    | 329,877  |  
|USInterns.com, Inc.                      |  |      |          |  
|Webmedx, Inc.                            |  |      |          |  
|Wishbox.com                              |  |      |          |  
|World Dealer, Inc.                       |  |      |          |  
|                                         |  |      |          |  
|Total                                    |  | $    | (481,389 | )
|                                         |  |      |          |  

Note 11  Subsequent Events

On January 25, 2011, the Board of Directors: (1) authorized the preparation and filing of Federal and Pennsylvania Income Tax Returns for calendar years 2010 and 2011; (2) authorized the
preparation and filing of Form 15 and Form N-54C with the Securities and Exchange Commission to withdraw its election to be subject to Sections 55 through 66 of the Investment Company Act of 1940, and to terminate its duty to file reports under rule
12g-4(a)(1); and (3) authorized the distribution to Fund members of their respective final distribution after provision for payment of all Fund expenses.



36



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##### Table of Contents

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

None

Item 9A. Controls and Procedures

The Chief Financial Officer of the Company conducted an evaluation of the effectiveness of the design and operation of the Companys disclosure controls and procedures as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e) as of the end of the period covered by this report. Based on that evaluation, the Chief Financial Officer concluded that the Companys disclosure controls and procedures were effective as of the end of the period
covered by this report. There were no significant changes in internal controls over financial reporting that occurred during the year ended December 31, 2010 that have materially affected, or are reasonably likely to materially affect, the
Companys internal controls over financial reporting.

Item 9B. Other Information

None



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##### Table of Contents

PART III

Item 10. Directors and Executive Officers of the Registrant

The following table and text sets forth the names and ages of all directors and executive officers of the Registrant and their position and offices with
the Registrant. All of the directors will serve until the next annual meeting of the stockholders and until their successors are elected and qualified or their earlier death, retirement, resignation or removal. Officers serve at the discretion of
the Board of Directors. A brief description of the business experience of each director and executive officer during the past five years and an indication of directorships held by each director in other companies subject to the reporting
requirements under the federal securities laws are also provided. There are no family relationships among directors and executive officers.



|                  |  |     |  |                                                 |  |               
|----------------- |  | --- |  | ----------------------------------------------- |  | --------------
|Name              |  | Age |  | Title                                           |  | Director Since
|                  |  |     | 
|G. Richard Patton |  | 59  |  | President, Chief Executive Officer and Director |  | June 1, 1996  
|                  |  |     | 
|Alvin J. Catz     |  | 71  |  | Chief Financial Officer, Treasurer and Director |  | June 1, 1996  
|                  |  |     | 
|William F. Rooney |  | 70  |  | Secretary and Director                          |  | June 1, 1996  
|                  |  |     | 
|Philip Samson     |  | 53  |  | Director                                        |  | June 1, 1996  

G. Richard Patton, President, Chief
Executive Officer and Director. Dr. Patton holds a Ph.D. in Strategic Management and an M.S. in Industrial Administration from the Krannert Graduate School of Management, Purdue University, and a B.S. in Chemistry from the University of
Michigan.

From 1978  1981, Dr. Patton was Vice President and Chief Administration Officer of the Mellon Institute in Pittsburgh
and a senior staff member of the Energy Productivity Center in Washington, D.C. In 1976, Dr. Patton was the recipient of the first General Electric Award for Outstanding Research in the field of strategic planning. He has also been elected
Distinguished Professor by several of the University of Pittsburgh Executive M.B.A. classes. In 1995 and 1996, he was selected as a finalist in the Inc. Magazine Entrepreneur of the Year award program. His publication topics and research interests
include strategy development, mergers and acquisitions, divestment, turn around management and restructuring strategies, and entrepreneurship.

Dr. Patton has been a faculty member of the University of Pittsburghs Joseph M. Katz Graduate School of Business since 1976, and is currently
an Associate Professor. He teaches in the area of strategic management, planning and control systems and entrepreneurship and new venture management in graduate and executive programs. He also taught at Carnegie Mellon Universitys Graduate
School of Industrial Administration and at Chulalongkorn Universitys Graduate Institute of business Administration in Bangkok, Thailand.

Dr. Patton is currently an active consultant, with clients that include Fortune 500 firms, family-owned firms, new ventures, and research and
industry associates in the U.S., Europe and Asia. His consulting activities include executive development programs, strategy development, strategic planning systems design and development, competitive analysis, technology and market assessment and
new venture analysis and start-up. He is also active in the venture capital area and has been associated with or consulted on the founding, financing and start-up of several new technology based companies. He also currently serves on the boards of
several companies.



38



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##### Table of Contents

During the past five years, Dr. Patton has held investments in over 30 private placements, including
for companies engaged in such diverse businesses as software design, fiber optics, corrugated container manufacture, copier distribution and medical device design and production. The total raised for these private placements from all investors has
been in excess of $100 million.

Alvin J. Catz, Chief Financial Officer, Treasurer and Director. Mr. Catz is currently a
principal with Catz Consulting Associates, Inc. The firm offers services in the areas of finance/accounting and computers/data processing. He is actively involved in assisting new ventures in all aspects of their early stage development including
business plans, financing, organizational, and other typical start-up related issues.

Mr. Catz has over 30 years of diversified business
and financial experience including management consulting, Fortune 500 corporation financial officer, and major certified public accounting firm management. Mr. Catzs background offers an unusual combination of major mature company
experience and dynamic smaller growth company experience. This experience includes over five years as Corporate Controller with H.J. Heinz Company in Pittsburgh, Pennsylvania. As Corporate Controller, he was responsible for internal and external
accounting and financial reporting, accounting/internal control systems, financial policies, and coordination of employee benefit plans.

Prior to joining Heinz in 1974, Mr. Catz served as Assistant Corporate Controller for KDI Corporation (KDI) in Cincinnati, Ohio, a
conglomerate with interests in defense, recreation, manufacturing and distribution. During his five year association with KDI, its annual revenues grew from $15 million to $135 million. His earlier experience includes serving as a Group Financial
Manager with Cincinnati Milacron, a major machine tool manufacturer based in Cincinnati, Ohio. He began his business career with Peat, Marwick, Mitchell & Co., a major certified public accounting firm.

Mr. Catz has a Master of Business Administration degree in Advanced Business Economics from Xavier University, and a Bachelor of Business
Administration degree in Accounting from the University of Pittsburgh. He is a Certified Public Accountant, and a member of the American Institute of Certified Public Accountants and the Pennsylvania Institute of Certified Public Accountants. He is
a regular lecturer in the University of Pittsburghs Graduate School of Business. In addition, he has taught Financial Management in the University of Pittsburghs Graduate School of Business Management Program for Entrepreneurs.

During the past five years, Mr. Catz has held investments in approximately 18 development stage companies in Western Pennsylvania. He
has also assisted numerous development stage companies in their fund raising efforts, including assisting in the preparation of business plans and private placement memoranda.

William F. Rooney, Secretary and Director. Mr. Rooney is an early stage investor and former Vice-President of Sales for Transline Communications Corporation, an international provider
of voice and data services to the financial services industry between the U.S. and major financial service centers in Europe, a position he has held since 1995. Transline was acquired by Transaction Network Services, Inc., a NYSE Company, in
January, 1999.

Mr. Rooney has over 30 years of experience in the telecommunications industry including senior management and operating
positions. From 1964 to 1969, Mr. Rooney was a medical systems sales representative with Litton Automated Business Systems in Philadelphia, where he was a member of the 100% Crest Club four of his five years. From 1969 to 1982, Mr. Rooney
held positions of increasing responsibility at Sprint, starting as a sales representative in New York City and culminating as Senior Vice President of Sales for United Information Services Division in Kansas City and President of Online Systems in
Pittsburgh. From 1982 to 1986, Mr. Rooney was Vice President of Sales for American Robot Corporation in Pittsburgh, a venture-backed company that manufactured hardware and software products for computer integrated manufacturing (CIM). His
responsibilities included establishing relationships with the automotive, aerospace and electronics industries, including customers such as General Motors, Motorola, Ford, Apple Computer, Storage Technology and E.I. Dupont. From 1986 to 1994,
Mr. Rooney was Vice-President of Sales for Republic Telcom Systems Corporation, a telecommunications company specializing in multiplexer products (Republic Telcom). In this capacity, he assisted Republic Telcom in the start-up phase
and helped to raise funding through venture capital firms. Republic Telcom was successfully acquired by Netrix Corporation in 1994.



39



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##### Table of Contents

Mr. Rooney holds a B.S. degree in Industrial Management from LaSalle University and an M.B.A. from
Fordham University.

Mr. Rooney is an active private investor and currently has investments in 17 early stage, high technology companies
in various industries.

Philip Samson, Director. Mr. Samson is an independent business consultant.

Mr. Samsons background includes several appointments within Mellon Bank. From 1981 to 1983, he worked for Mellons Economics Department
where he completed advanced financial modeling assignments. In 1983, he joined Mellons Corporate Consulting Department where he managed a number of innovative projects including designing a corporate credit scoring system, an internal credit
network, a retail bank strategy, and a profitability analysis and tactical plan for credit cards. Mr. Samson became Vice President of Mellons Credit Card Department in 1989. In this capacity, he was responsible for five portfolio
purchases, as well as structuring offerings that secured various affinity contracts. He also initiated numerous profit improvements programs, including line increases, incentive pricing, cross selling and related matters.

Additionally, in 1985, Mr. Samson acted as an advisor to Peter Ueberroth (then Commissioner of Major League Baseball) to whom he contributed ideas
which Mr. Ueberroth incorporated in his proposals to the baseball players and owners during the labor dispute in the summer of 1985. The Commissioner was credited with bringing a quick resolution to the dispute, with the baseball strike lasting
only two days. In 1992 and 1993, Mr. Samson was extensively quoted in the financial and computer industry trade press, including a Fortune magazine article titled, Computers That Learn By Doing, for his work involving the financial
application of neural networks.

Mr. Samson left Mellon Bank in 1993. In 1993 and 1994, Mr. Samson conceptualized, developed and
implemented a 100% interest rebate credit card offered by a major financial institution. This innovative product has had a marked impact in the credit card industry.

Philip J. Samson holds an M.B.A. from Pennsylvania State University and a Bachelor of Science degree in Engineering from the University of Maryland.

Mr. Samson is an active private investor and currently has investments in approximately twenty early stage, high technology companies in various
industries.



40



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##### Table of Contents

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the Funds directors, certain officers and persons who own more than ten percent
of the outstanding Common Stock of the Fund, to file with the Securities and Exchange Commission reports of changes in ownership of the Common Stock of the Fund held by such persons. Officers, directors and greater than ten percent shareholders are
also required to furnish the Fund with copies of all forms they file under this regulation. To the Funds knowledge, based solely on a review of the copies of such reports furnished to the Fund and representations that no other reports were
required, all Section 16(a) filing requirements applicable to all of its officers and directors were complied with during fiscal 2010.

Audit Committee and Audit Committee Financial Expert

Our Board of Directors functions as an audit committee and performs some of the same functions as an audit committee including: (1) selection and oversight of our independent accountant;
(2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; and (3) engaging outside advisors. We are not a listed company under SEC rules and
are therefore not required to have an audit committee comprised of independent directors. Our board of directors does not have any independent director. Our board of directors has determined that each of its members is able to read and understand
fundamental financial statements and has substantial business experience that results in that members financial sophistication. Accordingly, the board of directors believes that each of its members have the sufficient knowledge and experience
necessary to fulfill the duties and obligations that an audit committee would have.

Item 11. Executive
Compensation

No officer received any remuneration for serving as an officer of the Registrant in 2010 or 2009. Each director receives
a $200 monthly fee. Generally, board of directors meetings are held bi-monthly. Compensation earned by directors in 2010 amounted to $10,200 ($12,000 in 2009).



41



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##### Table of Contents

Item 12. Security Ownership of Certain Beneficial Owners and Management

The Registrants only class of security as of December 31, 2010, was Member Unit, $.01 par value.



|               |  |                                      |  |                                          |         |  |           |  |     |  
|-------------- |  | ------------------------------------ |  | ---------------------------------------- | ------- |  | --------- |  | --- | -
|Title of Class |  | Name and Address
of Beneficial Owner |  | Amount and Nature ofBeneficial Ownership |         |  | % ofClass | 
|               |  |                                      | 
|Member Unit    |  | G. Richard Patton                    |  |                                          | 25,000  |  |           |  | 0.6 | %
|               |  | Scott Towne Center, Suite A-113      |  |                                          |         |  |           |  |     |  
|               |  | 2101 Greentree Road                  |  |                                          |         |  |           |  |     |  
|               |  | Pittsburgh, PA 15220                 |  |                                          |         |  |           |  |     |  
|               |  |                                      | 
|Member Unit    |  | William F. Rooney                    |  |                                          | 20,000  |  |           |  | 0.5 | %
|               |  | Scott Towne Center, Suite A-113      |  |                                          |         |  |           |  |     |  
|               |  | 2101 Greentree Road                  |  |                                          |         |  |           |  |     |  
|               |  | Pittsburgh, PA 15220                 |  |                                          |         |  |           |  |     |  
|               |  |                                      | 
|Member Unit    |  | Alvin J. Catz                        |  |                                          | 30,000  |  |           |  | 0.7 | %
|               |  | Scott Towne Center, Suite A-113      |  |                                          |         |  |           |  |     |  
|               |  | 2101 Greentree Road                  |  |                                          |         |  |           |  |     |  
|               |  | Pittsburgh, PA 15220                 |  |                                          |         |  |           |  |     |  
|               |  |                                      | 
|Member Unit    |  | Philip J. Samson                     |  |                                          | 30,000  |  |           |  | 0.7 | %
|               |  | Scott Towne Center, Suite A-113      |  |                                          |         |  |           |  |     |  
|               |  | 2101 Greentree Road                  |  |                                          |         |  |           |  |     |  
|               |  | Pittsburgh, PA 15220                 |  |                                          |         |  |           |  |     |  
|               |  |                                      | 
|Member Unit    |  | PNC Venture Corp.                    |  |                                          | 333,330 |  |           |  | 7.9 | %
|               |  | PNC National Building                |  |                                          |         |  |           |  |     |  
|               |  | 249 Fifth Avenue                     |  |                                          |         |  |           |  |     |  
|               |  | Pittsburgh, PA 15222                 |  |                                          |         |  |           |  |     |  
|               |  |                                      | 
|Member Unit    |  | National City Venture Corp.          |  |                                          | 333,300 |  |           |  | 7.9 | %
|               |  | 1965 East Sixth Street               |  |                                          |         |  |           |  |     |  
|               |  | Cleveland, OH 44114                  |  |                                          |         |  |           |  |     |  

All officers and directors, as a group, own 105,000 units or 2.4% of the total issued and outstanding units as of
December 31, 2010.



42



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##### Table of Contents

Item 13. Certain Relationships and Related Transactions

None of the officers and directors of the Registrant have had any direct or indirect material transactions involving the Registrant
during the current reporting period. During 2005, the Registrant incurred $18,000 for accounting services payable to a consulting firm in which one of the Funds officers is a significant shareholder. All of the officers and directors have
purchased, either directly or as beneficially owned, Common Stock, subsequently exchanged for an equal number of members units, under either or both of the Registrants First Offering Circular dated November 7, 1996 and Second Offering
Circular dated September 10, 1999.

Enterprise served as the Registrants investment advisor through December 31, 1998, when it
ceased operations, and was merged into Innovation Works, Inc. (IW). Enterprise screened potential Portfolio Companies and presented them to the Registrants Board of Directors for investment consideration, conducted due diligence
reviews of investment candidates as directed by the Board of Directors, and provided staff to manage the day-to-day operations of the Registrant including, portfolio management, preparing reports to stockholders and performing administrative
services.

In connection with its services in organizing the formation and development of the Registrant, Enterprise originally purchased
250,000 shares of Common Stock for $.01 per share. If all of the 5,000,000 Shares available for sale under the Offering Circular were sold, these shares would have represented 4.8% of the issued and outstanding shares of the Registrant. If less than
5,000,000 shares were sold, the Registrant had the right to repurchase from Enterprise for $.01 per share such number of shares as would result in Enterprises ownership percentage being reduced to 4.8% of the then issued and outstanding shares
of the Registrant. During 1997, the Registrant closed its Offering after having sold 2,104,333 shares of Common Stock. As of December 31, 1997, the Registrant exercised the aforementioned right and repurchased 143,899 shares of its Common Stock
from Enterprise thereby reducing Enterprises ownership to 106,101 shares or 4.8% of the total shares issued and outstanding of 2,210,434.

IW acquired the 106,101 shares upon the merger of Enterprise into IW. On June 7, 2000, the Registrant purchased these shares from IW for $125,126.
These shares are included as part of Members Equity.

Enterprise received a fee equal to 5% of the aggregate amount of assets invested
by the Registrant in Portfolio Securities for providing investment advisory and administrative services to the Registrant. During 1998, Enterprise earned $37,500 of such fees. Enterprise also could have received compensation from investment partners
or members of any investment consortium that invested with the Registrant in Portfolio Securities, all on such basis as such other parties and Enterprise agreed, provided that in no event, would Enterprise charge fees to such consortium members or
investment partners at rates lower, or on terms otherwise more favorable, than were offered to the Registrant. Furthermore, none of the employees, officers or directors of Enterprise could receive any compensation from any Portfolio Company by
reason of the Registrant or any other investor investing in such Portfolio Companys securities upon the recommendation of Enterprise.



43



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##### Table of Contents

Item 14. Principal Accounting Fees and Services

Fees for professional services rendered by Goff Backa Alfera & Company, LLC for the audit of the Companys annual financial statements,
together with fees for tax services for 2010, 2009, 2008, 2007, and 2006 are shown below.



|   |  |                    |  |      |        |  |      |   |        |      |  |   |        |  |  |      |        |  |  |   |        | 
|-- |  | ------------------ |  | ---- | ------ |  | ---- | - | ------ | ---- |  | - | ------ |  |  | ---- | ------ |  |  | - | ------ | 
|   |  |                    |  | 2010 |        |  | 2009 |   |        | 2008 |  |   | 2007   |  |  | 2006 |       
|   |  |                    |  |      |        | 
|1. |  | Audit fees (a)     |  | $    | 18,754 |  |      | $ | 18,182 |      |  | $ | 17,263 |  |  | $    | 16,003 |  |  | $ | 16,410 | 
|2. |  | Audit-related fees |  | $    | 0      |  |      | $ | 0      |      |  | $ | 0      |  |  | $    | 0      |  |  | $ | 0      | 
|3. |  | Tax fees (b)       |  | $    | 7,344  |  |      | $ | 7,926  |      |  | $ | 7,786  |  |  | $    | 5,950  |  |  | $ | 5,800  | 
|4. |  | All other fees     |  | $    | 0      |  |      | $ | 0      |      |  | $ | 0      |  |  | $    | 0      |  |  | $ | 0      | 



|(a) | Principally audits of year end financial statements and reviews of quarterly interim financial statements.
|--- | ----------------------------------------------------------------------------------------------------------

|(b) | Principally preparation of Federal and Pennsylvania Income Tax returns and periodic tax compliance assistance.
|--- | --------------------------------------------------------------------------------------------------------------

All audit and tax services were approved by the Board of Directors which serves as the Audit Committee, and meets with the auditors at least on an annual
basis.



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##### Table of Contents

PART IV

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



|                                                                 |  |                                                                                                                                                           |    |                                                                                                                                                                    |    |          |  | 
|---------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------- | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -- | -------- |  | 
|(a)                                                              |  | (1)                                                                                                                                                       |    | The following financial statements and supplemental data are included in Part II, Item 8:                                                                          |    |          |  | 
|                                                                 |  |                                                                                                                                                           |   
|                                                                 |  |                                                                                                                                                           |    |                                                                                                                                                                    |    | Page No. | 
|                                                                 | 
|Report of Independent Registered Public Accounting Firm          |  |                                                                                                                                                           | 19 |                                                                                                                                                                   
|                                                                 | 
|Managements Report On Internal Control Over Financial Reporting |  |                                                                                                                                                           | 20 |                                                                                                                                                                   
|                                                                 | 
|Financial Statements:                                            |  |                                                                                                                                                           |    |                                                                                                                                                                   
|                                                                 |  |                                                                                                                                                          
|                                                                 |  | Statements of Assets and Liabilities, December 31, 2010 and 2009                                                                                          |    |                                                                                                                                                                    | 21 |         
|                                                                 |  |                                                                                                                                                          
|                                                                 |  | Statements of Operations for the Year ended December 31, 2010, for the Year ended December 
31, 2009, and for the Year ended December 31, 2008            |    |                                                                                                                                                                    | 22 |         
|                                                                 |  |                                                                                                                                                          
|                                                                 |  | Statements of Changes in Net Assets for the Year ended December 31, 2010, for the Year ended December 
31, 2009, and for the Year ended December 31, 2008 |    |                                                                                                                                                                    | 23 |         
|                                                                 |  |                                                                                                                                                          
|                                                                 |  | Statements of Cash Flows for the Year ended December 31, 2010, for the Year ended December 
31, 2009, and for the Year ended December 31, 2008            |    |                                                                                                                                                                    | 24 |         
|                                                                 |  |                                                                                                                                                          
|                                                                 |  | Notes to Financial Statements                                                                                                                             |    |                                                                                                                                                                    | 25 |         
|                                                                 |  |                                                                                                                                                           |   
|                                                                 |  | (2)                                                                                                                                                       |    | All schedules other than Schedule 1 are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto. |    |          |  | 
|                                                                 |  |                                                                                                                                                           |   
|                                                                 |  | (3)                                                                                                                                                       |    | Exhibits included herein:                                                                                                                                          |    |          |  | 
|                                                                 |  |                                                                                                                                                          
|                                                                 |  | *3 (a)  Articles of Incorporation                                                                                                                        |    |                                                                                                                                                                    |    |         
|                                                                 |  |                                                                                                                                                          
|                                                                 |  | **3 (b)  By-Laws                                                                                                                                         |    |                                                                                                                                                                    |    |         
|                                                                 |  |                                                                                                                                                          
|                                                                 |  | Schedule 1  Investments in Securities of Unaffiliated Issuers                                                                                            |    |                                                                                                                                                                    | 47 |         
|                                                                 |  |                                                                                                                                                          
|                                                                 |  | Schedule 11  Computation of Net Income (Loss) Per Share/Unit                                                                                             |    |                                                                                                                                                                    | 48 |         
|                                                                 |  |                                                                                                                                                          
|                                                                 |  | Exhibit 32  Certifications pursuant to Sections 302 and 906 of Sarbanes- Oxley Act of 2002                                                               |    |                                                                                                                                                                    | 49 |         
|                                                                 |  |                                                                                                                                                          
|(b)                                                              |  | Reports on Form 8-K:                                                                                                                                      |    |                                                                                                                                                                    |    |         
|                                                                 |  |                                                                                                                                                           |   
|                                                                 |  |                                                                                                                                                           |    | No reports were filed on Form 8-K by the Registrant during the last quarter of the period covered by this report.                                                  |    |          |  | 



|* | Incorporated by reference to the Registrants Form 10 filed with the Commission on October 21, 1996.
|- | ----------------------------------------------------------------------------------------------------

|** | Incorporated by reference to the Registrants Notification on Form 1-E filed with the Commission on September 6, 1996.
|-- | ----------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, Western Pennsylvania Adventure Capital Fund, LLC has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized:



| |  |                                                  |  |                                                 |  | 
| |  | ------------------------------------------------ |  | ----------------------------------------------- |  | 
| |  | Western Pennsylvania Adventure Capital Fund, LLC |  |                                                
| |  | (Registrant)                                     |  |                                                
| |  |                                                  | 
| |  | By:                                              |  | /s/ G. Richard Patton                           |  | 
| |  |                                                  |  | President, Chief Executive Officer and Director |  | 
| |  |                                                 
| |  | Date: February 18, 2011                          |  |                                                

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 and in the capacities and on the dates indicated:



|                      |  |                          |  |                        
|--------------------- |  | ------------------------ |  | -----------------------
|/s/ Alvin J. Catz     |  | Chief Financial Officer, |  | Date: February 18, 2011
|                      |  | Treasurer, and Director  |  |                        
|                      |  |                         
|/s/ William F. Rooney |  | Secretary and Director   |  | Date: February 18, 2011
|                      |  |                         
|/s/ Philip Samson     |  | Director                 |  | Date: February 18, 2011



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##### Table of Contents

Schedule 1

Western Pennsylvania Adventure Capital Fund, LLC

Investments in Securities of Unaffiliated Issuers

As of December 31, 2010



|                                  |  |                 |  |                                                                                      |  |                                     |        |  |                      |  |       |  
|--------------------------------- |  | --------------- |  | ------------------------------------------------------------------------------------ |  | ----------------------------------- | ------ |  | -------------------- |  | ----- | -
|Name of Issuer and Title of Issue |  | AcquisitionDate |  | Balance Held at Close of Period
Number of Shares
Principal Amount of Bonds and Notes |  | Value of EachItem
atClose of Period |        |  | Percent ofNet Assets | 
|                                  |  |                 |  |                                                                                     
|                                  |  |                 |  | Common Shares                                                                        |  |                                     |        |  |                      |  |       |  
|                                  |  |                 |  |                                                                                     
|Computer  Software/Firmware      |  |                 |  |                                                                                      |  |                                     |        |  |                      |  |       |  
|Quantapoint                       |  | May-10          |  | 25,048 Shares (1), (2)                                                               |  | $                                   | 87,671 |  |                      |  | 10.89 | %
|                                  |  |                 |  |                                                                                     
|Medical Products and Services     |  |                 |  |                                                                                      |  |                                     |        |  |                      |  |       |  
|Precision Therapeutics, Inc.      |  | Jun-01          |  | 51,366 shares (1), (2)                                                               |  | $                                   | 2,568  |  |                      |  | 00.32 | %
|                                  |  |                 |  |                                                                                     
|Subtotal-Common Shares            |  |                 |  |                                                                                      |  | $                                   | 90,239 |  |                      |  | 11.21 | %
|                                  |  |                 |  |                                                                                      |  |                                     |        |  |                      |  |       |  
|                                  |  |                 |  |                                                                                     
|Grand Total  Investments         |  |                 |  |                                                                                      |  | $                                   | 90,239 |  |                      |  | 11.21 | %
|                                  |  |                 |  |                                                                                      |  |                                     |        |  |                      |  |       |  

See footnotes below



|(1) | Non-income producing securities
|--- | -------------------------------

|(2) | Received in exchange for other securities
|--- | -----------------------------------------

|(3) | All securities held are restricted securities
|--- | ---------------------------------------------

|(4) | All securities held are carried at historical cost except as otherwise noted
|--- | ----------------------------------------------------------------------------

|(5) | The aggregate cost of all securities for Federal income tax purposes is $349,695
|--- | --------------------------------------------------------------------------------



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