##### Table of Contents

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FORM 10-K



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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, 2004



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 000-21593



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Western Pennsylvania Adventure Capital Fund, LLC

(Exact Name of Registrant as Specified in its Charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|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



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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                                     



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



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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    Yes  x    No ̈



Indicate by check mark if 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. ̈



State the aggregate market value of the voting units held by nonaffiliates of the registrant at February 18, 2005: $3,040,466



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, 2005
|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 |  | 13      
|         |  |          | 
|         |  | Item 8.  |  | Financial Statements and Supplementary Data                                           |  | 16      
|         |  |          | 
|         |  | Item 9.  |  | Changes in and Disagreements with Accountants on Accounting And Financial Disclosure  |  | 33      
|         |  |          | 
|Part III |  |          |  |                                                                                       |  |         
|         |  |          | 
|         |  | Item 10. |  | Directors and Executive Officers of the Registrant                                    |  | 34      
|         |  |          | 
|         |  | Item 11. |  | Executive Compensation                                                                |  | 37      
|         |  |          | 
|         |  | Item 12. |  | Security Ownership of Certain Beneficial Owners and Management                        |  | 37      
|         |  |          | 
|         |  | Item 13. |  | Certain Relationships and Related Transactions                                        |  | 38      
|         |  |          | 
|         |  | Item 14. |  | Principal Accounting Fees and Services                                                |  | 39      
|         |  |          | 
|Part IV  |  |          |  |                                                                                       |  |         
|         |  |          | 
|         |  | Item 15. |  | Exhibits, Financial Statement Schedules, and Reports on Form 8-K                      |  | 41      





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##### Table of Contents

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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##### Table of Contents

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



The Registrant held an annual meeting of security holders on October 27, 2004. Proxies for the meeting were solicited pursuant to Regulation 14A under The Securities Exchange Act of 1934. The following matters were
voted on at that meeting.



| | (a) | Election of directors for terms of one year:
| | --- | --------------------------------------------



|                     |  |                                                           
|-------------------- |  | ----------------------------------------------------------
|G. Richard Patton    |  | For 2,857,204 units, Against 0 units, Withheld 5,000 units
|Alvin J. Catz        |  | For 2,857,204 units, Against 0 units, Withheld 5,000 units
|William F. Rooney    |  | For 2,857,204 units, Against 0 units, Withheld 5,000 units
|Philip J. Samson     |  | For 2,857,204 units, Against 0 units, Withheld 5,000 units
|Douglas F. Schofield |  | For 2,857,204 units, Against 0 units, Withheld 5,000 units



There were no other
nominees.



| | (b) | Ratify appointment of Goff Backa Alfera & Company, LLC as the Registrants independent certified public accountants for the fiscal year ending December 31, 2004.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



For 2,827,204 units, Against 15,000 units,
Withheld 20,000 units.



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##### Table of Contents

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, 2005 as follows:



|                    |  |                  |  |                 |     
|------------------- |  | ---------------- |  | --------------- | ----
|Period              |  | Number Of Shares |  | Price Per Share
|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, 2005, 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, 2004 Through December 31, 2004 |           |   | January 1, 2003 Through December 31, 2003 |   |           | January 1, 2002 Through December 31, 2002 | 
|Revenues                                          |  | $                                         | (123,748  | ) |                                           | $ | (402,196  | )                                         |  | $ | (44,586   | )
|Net income (loss)                                 |  | $                                         | 464,546   |   |                                           | $ | (376,755  | )                                         |  | $ | (630,083  | )
|Net income (loss) per share/unit                  |  | $                                         | 0.11      |   |                                           | $ | (0.09     | )                                         |  | $ | (0.15     | )
|Cash dividends/Other cash distributions           |  | $                                         | 253,372   |   |                                           | $ | 0         |                                           |  | $ | 0         |  
|Total assets                                      |  | $                                         | 3,043,810 |   |                                           | $ | 2,837,232 |                                           |  | $ | 3,212,997 |  
|Net assets applicable to shares/units outstanding |  | $                                         | 3,029,010 |   |                                           | $ | 2,817,836 |                                           |  | $ | 3,194,591 |  
|Net asset (deficit) value per share/unit          |  | $                                         | 0.72      |   |                                           | $ | 0.67      |                                           |  | $ | 0.76      |  
|Syndication costs                                 |  | $                                         | 149,220   |   |                                           | $ | 149,220   |                                           |  | $ | 149,220   |  



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##### Table of Contents

|                                                  |  |                                           |            |   |                                           |   |          
|------------------------------------------------- |  | ----------------------------------------- | ---------- | - | ----------------------------------------- | - | ---------
|                                                  |  | January 1, 2001 Through December 31, 2001 |            |   | January 1, 2000 Through December 31, 2000
|Revenues                                          |  | $                                         | 202,911    |   |                                           | $ | 274,234  
|Net income (loss)                                 |  | $                                         | (1,544,681 | ) |                                           | $ | 335,286  
|Net income (loss) per share/unit                  |  | $                                         | (0.37      | ) |                                           | $ | .08      
|Cash dividends                                    |  | $                                         | 0          |   |                                           | $ | 0        
|Total assets                                      |  | $                                         | 3,863,879  |   |                                           | $ | 5,639,958
|Net assets applicable to shares/units outstanding |  | $                                         | 3,825,754  |   |                                           | $ | 5,334,035
|Net asset (deficit) value per share/unit          |  | $                                         | 0.91       |   |                                           | $ | 1.27     
|Syndication costs                                 |  | $                                         | 149,220    |   |                                           | $ | 149,220  



|                                            |  |                                           |           |                                           |   |                                           |  |   |          
|------------------------------------------- |  | ----------------------------------------- | --------- | ----------------------------------------- | - | ----------------------------------------- |  | - | ---------
|                                            |  | January 1, 1999 Through December 31, 1999 |           | January 1, 1998 Through December 31, 1998 |   | January 1, 1997 Through December 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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##### Table of Contents

WESTERN PENNSYLVANIA ADVENTURE CAPITAL FUND, LLC

SELECTED QUARTERLY FINANCIAL DATA

(Unaudited)



May 23, 1996

(Date of Inception)

Through

December 31, 1996



|                                                      |  |   |         |  
|----------------------------------------------------- |  | - | ------- | -
|Revenues                                              |  | $ | 0       |  
|Net income (loss)                                     |  | $ | (106    | )
|Earnings (loss) per share                             |  | $ | .00     |  
|Cash dividends                                        |  | $ | 0       |  
|Total assets                                          |  | $ | 15,418  |  
|Net assets (deficit) applicable to shares outstanding |  | $ | (38,773 | )
|Net asset (deficit) value per share                   |  | $ | (0.16   | )
|Syndication costs                                     |  | $ | 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 1997      |         |                    | June 30 1997 |   |         | Sept. 30 1997 |  | Dec. 31 1997 |           | March 31 1996 |   | 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

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         |  



11



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##### Table of Contents

WESTERN PENNSYLVANIA ADVENTURE CAPITAL FUND, LLC

SELECTED QUARTERLY FINANCIAL DATA

(Unaudited)



|                                           |  |                    |           |   |              |   |              |  |   |             |   |  |   |           |  
|------------------------------------------ |  | ------------------ | --------- | - | ------------ | - | ------------ |  | - | ----------- | - |  | - | --------- | -
|                                           |  | Three Months Ended |          
|                                           |  | March 31 2004      |           |   | June 30 2004 |   | Sept 30 2004 |  |   | Dec 31 2004 |  
|Revenues                                   |  | $                  | 689       |   |              | $ | 344,098      |  | $ | 2,761       |   |  | $ | (471,296  | )
|Net income (loss)                          |  | $                  | (28,527   | ) |              | $ | 553,725      |  | $ | (17,074     | ) |  | $ | (43,578   | )
|Earnings (loss) per share                  |  | $                  | (0.01     | ) |              | $ | 0.13         |  | $ | (0.00       | ) |  | $ | (0.01     | )
|Cash dividends/Other cash distributions    |  | $                  | 0         |   |              | $ | 0            |  | $ | 0           |   |  | $ | 253,372   |  
|Total assets                               |  | $                  | 2,805,109 |   |              | $ | 3,358,834    |  | $ | 3,340,760   |   |  | $ | 3,043,810 |  
|Net assets applicable to units outstanding |  | $                  | 2,789,309 |   |              | $ | 3,343,034    |  | $ | 3,325,960   |   |  | $ | 3,029,010 |  
|Net asset value per unit                   |  | $                  | 0.66      |   |              | $ | 0.79         |  | $ | 0.79        |   |  | $ | 0.72      |  
|Syndication costs                          |  | $                  | 0         |   |              | $ | 0            |  | $ | 0           |   |  | $ | 0         |  



12



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##### Table of Contents

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 2004 consisted of interest earned of $7,577 offset by net realized losses on Portfolio Companies of $131,325 resulting in net revenues of $(123,748). The net
realized losses consisted of: (1) the recognition of a loss of $228,996 on the investment in Allegheny Child Care Academy, Inc. in accordance with the companys plan of reorganization approved under a Chapter 11 Bankruptcy filing; (2) the
recognition of a loss of $306,600 on the investment in e-Cruise, Inc. as the company ceased operations, discharged all employees and had no current prospect of any recovery on its assets; (3) the delayed recognition of a realized loss of $168,000 on
the investment in USInterns.com, Inc. which previously had been recorded as an unrealized loss in 2001; and (4) a gain of $572,271 on the disposition of Neolinear, Inc. to Cadence Design Systems, Inc.



Revenues in 2003 consisted of interest earned of $9,859 offset by net realized losses on
dispositions of Portfolio Companies of $412,055 resulting in net revenues of $(402,196). The net realized losses consisted of: (1) a loss on the sale of Sonic Foundry, Inc. Common Stock of $111,309, (2) the recognition of a loss of $359,611 on the
investment in AcceLight Networks, Inc. as the company ceased operations, discharged all employees, and made an assignment for the benefit of creditors, and (3) a gain of $58,865 representing proceeds received, after escrow expenses from the sale of
Openwave Common Stock. The decrease in interest income in 2003 compared with 2002 was due to a reduction in the amount of temporary investments.



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##### Table of Contents

Revenues in 2002 consisted of interest earned of $25,737 offset by net realized losses on dispositions of Portfolio
Companies of $70,323 resulting in net revenues of $(44,586). The net realized losses consisted of a loss on the sale by Personity, Inc., of substantially all of its intellectual property, of $76,690, and a gain of $6,367 upon distribution of funds
from escrow resulting from the acquisition of Applied Electro-Optics Corporation by AcceLight Networks, Inc. Both Personity, Inc. and Applied Electro-Optics Corporation were Portfolio Companies. The decrease in interest income in 2002 compared with
2001 was due to a reduction in the amount of temporary investments.



General
and Administrative expenses in 2004, 2003 and 2002 amounted to $12,000, $18,000 and $18,000, respectively, and consisted of directors fees. The decrease in directors fees in 2004 resulted from a decrease in the number of regularly scheduled meetings
of the Board of Directors.



Other Operating Expenses in 2004 included
professional fees (legal and accounting) of $44,260, insurance premiums of $25,960, and other items of $33,081, primarily administrative and clerical support. Other Operating Expenses in 2003 included professional fees (legal and accounting) of
$48,956, insurance premiums of $28,170, and other items of $33,983, primarily administrative and clerical support. Other operating Expenses in 2002 included professional fees (legal and accounting) of $60,839, insurance premiums of $28,338, income
tax expense of $41,600, and other items of $57,161, primarily administrative and clerical support. The income tax expense in 2002 resulted primarily from the partial reversal of the deferred tax asset recorded at December 31, 2001, as a consequence
of the Registrants becoming an LLC organization as of February 28, 2002.



During 2004, the Registrant recognized unrealized appreciation of $703,595 resulting from the reversal of previously recognized unrealized depreciation in previous years. These reversals were caused by the recognition of realized losses on
these investments in 2004. Accordingly, there was no effect on net income in 2004 as a result of these events. During 2003, the Registrant recognized a combination of unrealized depreciation on investments in Portfolio Companies offset by a reversal
of previously recognized unrealized depreciation on the investment in a Portfolio Company in order to recognize a realized loss on that same investment. During 2002, the Registrant recognized unrealized depreciation of $379,559 on Portfolio
Securities based upon subsequent financing rounds by several Portfolio Companies at significantly lower valuations than the related carrying values of those investments and generally unfavorable economic conditions within certain industries within
which the Registrants Portfolio Companies operate.



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, 2004, the Registrant had approximately $633,385 in cash and cash equivalents, and short term investments. Those funds were available for normal
operating expenses and for investment in Portfolio Companies.



14



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##### Table of Contents

Financial Condition, Liquidity and Capital Resources



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, 2004, $3,091,847 was invested in
eighteen 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.



Inflation



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



15



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##### Table of Contents

Item 8. Financial Statements and Supplementary Data



Index to Financial Statements and Supplementary Financial Data



|                             |  |                                                                                                                                                         |  |   
|---------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --
|                             |  | Page No.                                                                                                                                               
|Independent Auditors Report |  | 17                                                                                                                                                     
|                             | 
|Financial Statements:        |  |                                                                                                                                                        
|                             |  |                                                                                                                                                        
|                             |  | Statements of Assets and Liabilities, December 31, 2004 and 2003                                                                                        |  | 18
|                             |  |                                                                                                                                                        
|                             |  | Statements of Operations for the Year ended December 31, 2004, for the Year ended December 31, 2003 and for the Year ended December 31, 2002            |  | 19
|                             |  |                                                                                                                                                        
|                             |  | Statements of Changes in Net Assets for the Year ended December 31, 2004, for the Year ended December 31, 2003 and for the Year ended December 31, 2002 |  | 20
|                             |  |                                                                                                                                                        
|                             |  | Statements of Cash Flows for the Year ended December 31, 2004, for the Year ended December 31, 2003 and for the Year ended December 31, 2002            |  | 21
|                             |  |                                                                                                                                                        
|                             |  | Notes to Financial Statements                                                                                                                           |  | 22



16



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##### Table of Contents

INDEPENDENT AUDITORS REPORT



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, 2004 and 2003, and the related statements of operations, changes in net assets, and cash flows for the years ended December 31, 2004, 2003, and 2002. 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An
audit also includes 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, 2004 and 2003, and the results of its operations, the changes in its net assets, and its cash flows for the years ended December
31, 2004, 2003, and 2002, in conformity with U.S. generally accepted accounting principles.



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) is presented for purposes of complying with
the Securities and Exchange Commissions rules and is 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
states 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



Pittsburgh, Pennsylvania

February 18, 2005



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##### Table of Contents

Western Pennsylvania Adventure Capital Fund, LLC

Statements of Assets and Liabilities

As of



|                                                  |  |                   |           |                   |   |          
|------------------------------------------------- |  | ----------------- | --------- | ----------------- | - | ---------
|                                                  |  | December 31, 2004 |           | December 31, 2003
|Assets                                            |  |                   |           |                   |   |          
|Cash and Cash Equivalents                         |  | $                 | 33,385    |                   | $ | 221,699  
|Short Term Investments, Net                       |  |                   | 600,000   |                   |   | 0        
|Receivables                                       |  |                   | 23,821    |                   |   | 23,546   
|Investment in Portfolio Companies                 |  |                   | 2,386,604 |                   |   | 2,591,987
|                                                  |  |                   |           |                   |   |          
|Total Assets                                      |  | $                 | 3,043,810 |                   | $ | 2,837,232
|                                                  |  |                   |           |                   |   |          
|Liabilities                                       |  |                   |           |                   |   |          
|Accounts Payable                                  |  | $                 | 0         |                   | $ | 1,096    
|Accrued Liabilities                               |  |                   | 14,800    |                   |   | 18,300   
|Accrued Income Taxes                              |  |                   | 0         |                   |   | 0        
|                                                  |  |                   |           |                   |   |          
|Total Liabilities                                 |  | $                 | 14,800    |                   | $ | 19,396   
|                                                  |  |                   |           |                   |   |          
|Net Assets                                        |  |                   |           |                   |   |          
|Members Equity Outstanding 4,222,870 Units       |  | $                 | 3,029,010 |                   | $ | 2,817,836
|                                                  |  |                   |           |                   |   |          
|Net Assets Applicable to Shares/Units Outstanding |  | $                 | 3,029,010 |                   | $ | 2,817,836
|                                                  |  |                   |           |                   |   |          
|Net Assets Value Per Share/Unit                   |  | $                 | 0.72      |                   | $ | 0.67     
|                                                  |  |                   |           |                   |   |          



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, 2004 through December 31, 2004 |          |   | January 1, 2003through December 31, 2003 |   |          | January 1, 2002through December 31, 2002 | 
|Revenues:                                                    |  |                                           |          |   |                                          |   |          |                                          |  |   |          |  
|Interest                                                     |  | $                                         | 7,577    |   |                                          | $ | 9,859    |                                          |  | $ | 25,737   |  
|Realized Gains/(Losses)                                      |  |                                           | (131,325 | ) |                                          |   | (412,055 | )                                        |  |   | (70,323  | )
|                                                             |  |                                           |          |   |                                          |   |          |                                          |  |   |          |  
|Total Revenues                                               |  |                                           | (123,748 | ) |                                          |   | (402,196 | )                                        |  |   | (44,586  | )
|                                                             |  |                                           |          |   |                                          |   |          |                                          |  |   |          |  
|Expenses:                                                    |  |                                           |          |   |                                          |   |          |                                          |  |   |          |  
|General and Administration                                   |  |                                           | 12,000   |   |                                          |   | 18,000   |                                          |  |   | 18,000   |  
|Interest                                                     |  |                                           | 0        |   |                                          |   | 29       |                                          |  |   | 0        |  
|Other Operating Expenses                                     |  |                                           | 103,301  |   |                                          |   | 111,109  |                                          |  |   | 187,938  |  
|                                                             |  |                                           |          |   |                                          |   |          |                                          |  |   |          |  
|Total Expenses                                               |  |                                           | 115,301  |   |                                          |   | 129,138  |                                          |  |   | 205,938  |  
|                                                             |  |                                           |          |   |                                          |   |          |                                          |  |   |          |  
|Unrealized Appreciation (Depreciation) - Portfolio Companies |  |                                           | 703,595  |   |                                          |   | 154,579  |                                          |  |   | (379,559 | )
|                                                             |  |                                           |         
|Profit (Loss) Before Income Tax                              |  |                                           | 464,546  |   |                                          |   | (376,755 | )                                        |  |   | (630,083 | )
|                                                             |  |                                           |         
|Income Tax Expense (Benefit)                                 |  |                                           | 0        |   |                                          |   | 0        |                                          |  |   | 0        |  
|                                                             |  |                                           |          |   |                                          |   |          |                                          |  |   |          |  
|Net Income (Loss)                                            |  | $                                         | 464,546  |   |                                          | $ | (376,755 | )                                        |  | $ | (630,083 | )
|                                                             |  |                                           |          |   |                                          |   |          |                                          |  |   |          |  
|Earnings (Loss) Per Share/Unit                               |  | $                                         | 0.11     |   |                                          | $ | (0.09    | )                                        |  | $ | (.15     | )
|                                                             |  |                                           |          |   |                                          |   |          |                                          |  |   |          |  



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



19



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##### Table of Contents

Western Pennsylvania Adventure Capital Fund, LLC

Statements of Changes in Net Assets

For the Periods



|                                                                      |  |                                          |           |   |                                          |   |           |                                          |  |   |           |  
|--------------------------------------------------------------------- |  | ---------------------------------------- | --------- | - | ---------------------------------------- | - | --------- | ---------------------------------------- |  | - | --------- | -
|                                                                      |  | January 1, 2004through December 31, 2004 |           |   | January 1, 2003through December 31, 2003 |   |           | January 1, 2002through December 31, 2002 | 
|From Operations                                                       |  |                                          |           |   |                                          |   |           |                                          |  |   |           |  
|Net Income (Loss)                                                     |  | $                                        | 464,546   |   |                                          | $ | (376,755  | )                                        |  | $ | (630,083  | )
|                                                                      |  |                                          |          
|From Share Transactions:                                              |  |                                          |           |   |                                          |   |           |                                          |  |   |           |  
|Distributions to Members                                              |  |                                          | (253,372  | ) |                                          |   | 0         |                                          |  |   | 0         |  
|Redemption of Dissenters Shares                                      |  |                                          | 0         |   |                                          |   | 0         |                                          |  |   | (1,080    | )
|                                                                      |  |                                          |           |   |                                          |   |           |                                          |  |   |           |  
|Net Increase (Decrease) in Net Assets Derived from Share Transactions |  |                                          | (253,372  | ) |                                          |   | 0         |                                          |  |   | (1,080    | )
|                                                                      |  |                                          |           |   |                                          |   |           |                                          |  |   |           |  
|Net Increase (Decrease) In Net Assets                                 |  |                                          | 211,174   |   |                                          |   | (376,755  | )                                        |  |   | (631,163  | )
|                                                                      |  |                                          |          
|Net Assets:                                                           |  |                                          |           |   |                                          |   |           |                                          |  |   |           |  
|Beginning of Period                                                   |  |                                          | 2,817,836 |   |                                          |   | 3,194,591 |                                          |  |   | 3,825,754 |  
|                                                                      |  |                                          |           |   |                                          |   |           |                                          |  |   |           |  
|End of Period                                                         |  | $                                        | 3,029,010 |   |                                          | $ | 2,817,836 |                                          |  | $ | 3,194,591 |  
|                                                                      |  |                                          |           |   |                                          |   |           |                                          |  |   |           |  



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



20



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##### Table of Contents

Western Pennsylvania Adventure Capital Fund, LLC

Statements of Cash Flows

For the Periods



|                                                       |  |                                          |          |   |                                          |   |          |                                          |  |   |          |  
|------------------------------------------------------ |  | ---------------------------------------- | -------- | - | ---------------------------------------- | - | -------- | ---------------------------------------- |  | - | -------- | -
|                                                       |  | January 1, 2004through December 31, 2004 |          |   | January 1, 2003through December 31, 2003 |   |          | January 1, 2002through December 31, 2002 | 
|Cash Flow from Operating Activities:                   |  |                                          |          |   |                                          |   |          |                                          |  |   |          |  
|Income (Loss)                                          |  | $                                        | 464,546  |   |                                          | $ | (376,755 | )                                        |  | $ | (630,083 | )
|Change in Assets and Liabilities:                      |  |                                          |          |   |                                          |   |          |                                          |  |   |          |  
|Organization Costs  Decrease                          |  |                                          | 0        |   |                                          |   | 0        |                                          |  |   | 3,040    |  
|Receivables-(Increase) Decrease                        |  |                                          | (275     | ) |                                          |   | 19,285   |                                          |  |   | (25,662  | )
|Prepaid Taxes-(Increase) Decrease                      |  |                                          | 0        |   |                                          |   | 0        |                                          |  |   | 57,000   |  
|Accounts PayableIncrease (Decrease)                   |  |                                          | (1,096   | ) |                                          |   | 990      |                                          |  |   | (21,818  | )
|Accrued Liabilities-Increase (Decrease)                |  |                                          | (3,500   | ) |                                          |   | 0        |                                          |  |   | 2,099    |  
|                                                       |  |                                          |         
|Net Cash Provided by (Used in) Operating Activities    |  |                                          | 459,675  |   |                                          |   | (356,480 | )                                        |  |   | (615,424 | )
|                                                       |  |                                          |          |   |                                          |   |          |                                          |  |   |          |  
|Cash Flow from Financing Activities:                   |  |                                          |          |   |                                          |   |          |                                          |  |   |          |  
|Distributions to Members                               |  |                                          | (253,372 | ) |                                          |   | 0        |                                          |  |   | 0        |  
|Redemption of Dissenters Rights                       |  |                                          | 0        |   |                                          |   | 0        |                                          |  |   | (1,080   | )
|                                                       |  |                                          |          |   |                                          |   |          |                                          |  |   |          |  
|Net Cash Provided by (Used in) Financing Activities    |  |                                          | (253,372 | ) |                                          |   | 0        |                                          |  |   | (1,080   | )
|                                                       |  |                                          |          |   |                                          |   |          |                                          |  |   |          |  
|Cash Flow from Investing Activities:                   |  |                                          |          |   |                                          |   |          |                                          |  |   |          |  
|Purchase of Short Term Investments, Net of Redemptions |  |                                          | (600,000 | ) |                                          |   | 0        |                                          |  |   | 546,888  |  
|Investments in Portfolio Companies, Net                |  |                                          | 205,383  |   |                                          |   | 261,282  |                                          |  |   | 93,814   |  
|                                                       |  |                                          |          |   |                                          |   |          |                                          |  |   |          |  
|Net Cash Provided by (Used in) Investing Activities    |  |                                          | (394,617 | ) |                                          |   | 261,282  |                                          |  |   | 640,702  |  
|                                                       |  |                                          |          |   |                                          |   |          |                                          |  |   |          |  
|Net Increase (Decrease) in Cash and Cash Equivalents:  |  |                                          | (188,314 | ) |                                          |   | (95,198  | )                                        |  |   | 24,198   |  
|                                                       |  |                                          |         
|Cash and Cash Equivalents at Beginning of Period       |  |                                          | 221,699  |   |                                          |   | 316,897  |                                          |  |   | 292,699  |  
|                                                       |  |                                          |          |   |                                          |   |          |                                          |  |   |          |  
|Cash and Cash Equivalents at End of Period             |  | $                                        | 33,385   |   |                                          | $ | 221,699  |                                          |  | $ | 316,897  |  
|                                                       |  |                                          |          |   |                                          |   |          |                                          |  |   |          |  
|Income Taxes Paid (Refunded)                           |  | $                                        | 6,221    |   |                                          | $ | (14,119  | )                                        |  | $ | 5,857    |  



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



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##### Table of Contents

Western Pennsylvania Adventure Capital Fund, LLC

Notes to Financial Statements

December 31, 2004



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%.



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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, 2004.



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,
Accounting for Certain Investments in Debt and Equity Securities, the Fund classifies all short term investments as held-to-maturity (HTM).



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##### Table of Contents

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.



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 recent 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, 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.



Income Taxes



The Fund has adopted the SFAS Standard No. 109, 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.



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.



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##### Table of Contents

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.



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.



Other Operating Expenses include a reversal of the deferred tax asset recorded at December 31, 2001 net of the tax refund receivable of $17,040, which was included in
Receivables on the Balance Sheet as of December 31, 2002. See Note 8 for additional information regarding deferred taxes. In addition, all tax accruals were eliminated due to the merger. The reversal of the deferred tax asset and elimination of the
tax accruals resulted in an expense of $41,600.



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.



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.



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##### Table of Contents

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, 2004, $3,091,847 ($4,489,182 at December 31, 2003) was invested in Portfolio Securities and the balance of the funds ($633,385) remained invested in
cash equivalents, government securities, and high quality debt securities.



Note 4  Investments in Portfolio Companies



As of
December 31, 2004, the Fund had invested a total of $3,091,847 in eighteen Portfolio Companies ($4,489,182 in twenty-five Portfolio Companies at December 31, 2003). Also, see Schedule 1 for additional information on investments in Portfolio
Companies.



Allegheny Child Care Academy, Inc.



On May 7, 2004, Allegheny Child Care Academy, Inc.
(ACCA) filed an Amended Plan of Reorganization (Plan) under Chapter 11 with the United States Bankruptcy Court for the Eastern District of Pennsylvania. Under the terms of the Plan, the Fund, as an equity holder, is a member
of an impaired class, and will receive no return on its investment.



Accordingly, during the three month period ended June 30, 2004, the Fund recognized a realized loss on its total investment in ACCA of $228,996. As the investment in ACCA had been previously fully reserved as an unrealized loss in 2003, the
Fund reversed the previously recognized unrealized loss. Therefore, there is no effect on net income for the year ending December 31, 2004.



ACCA owned and operated childrens day care centers primarily in central/inner city locations with most of its clients welfare subsidized through
state and federal programs.



CoManage Corporation



On May 19, 2004, the Fund purchased 19,822 shares of CoManage
Corporation (CoManage) Series V Preferred Stock (Series V) at $0.844 per share for a total investment of $16,730. The Series V has certain liquidation, redemption and dividend preferences, anti-dilution protection and is
convertible, under certain circumstances, into CoManage Common Stock.



CoManage sells computer software that enables software providers to deliver extended network services onto network vendors equipment at client sites.



e-Cruise, Inc.



During 2004, the Fund determined that there was no possibility of a recovery of any of its investment in e-Cruise, Inc., and recognized a realized loss of
its total investment, $306,600, in e-Cruise, Inc. As the investment in e-Cruise, Inc. had been fully reserved as an unrealized loss in 2001 and 2002, the Fund reversed the previously recognized unrealized loss. Therefore, there is no effect on net
income for the year ending December 31, 2004.



e-Cruise was to
provide online infomediary marketing content for cruise lines to potential passengers.



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Neolinear, Inc.



On April 5, 2004, Neolinear, Inc. (Neolinear), one of the Funds portfolio companies, advised its
shareholders that it had agreed to be acquired by Cadence Design Systems, Inc. (Cadence), under a merger agreement dated as of February 19, 2004 subject to Neolinears stockholders approval. Under the terms of the merger, a
wholly-owned subsidiary of Cadence would merge with and into Neolinear and Neolinear would become a wholly-owned subsidiary of Cadence. An affirmative vote of 50% - 662/3%, dependent upon the various classes of capital stock, was required to adopt and approve the proposals. On April 27, 2004, the Fund received notification that the stockholders
of Neolinear had approved the merger.



The
consideration to be paid to Neolinear stockholders, subject to reduction if certain merger related conditions have not been met, was expected to be $1.3601007 per share for each share of Series A, Series B and Series C Preferred Stock and $1.5721407
per share for each share of Series D Preferred Stock and $1.1590007 for each share of all series of Preferred Stock and Common Stock on a combined basis, plus $0.4741366 for common stockholders if certain post-merger milestones are met by the
Neolinear business group at Cadence. Approximately 12% of the consideration was to be placed in an escrow account for a period of two years to satisfy possible indemnity obligations of Neolinear. On May 26, 2004, the Fund received $812,162,
representing approximately 88% of the consideration. See Note 10, Realized Gains/Losses.



Neolinear produces computer aided design software for the semiconductor industry



True Commerce, Inc.



On September 13, 2004, the Fund purchased 30,239 shares of True Commerce, Inc. Class B Common Stock (Class B Common) at $0.6614 per share for
a total investment of $20,000. The B Common has pre-emptive and information rights, and has weighted average anti-dilution protection.



True Commerce provides software and service to facilitate routine e-commerce transactions between large corporations and small suppliers.



Other Portfolio Companies



The Fund had no additional equity or investment transactions during 2004 for
the portfolio companies as follows:



Akustica,
Inc.



Akustica provides acoustic
MicroElectroMechanical Systems (MEMS) products that enable innovation and cost performance advantages for hearing health, mobile phone and consumer electronics manufacturers.



Automated Cell, Inc.



Automated identifies, under contract with pharmaceutical firms, the proteins that lead to cure of disease and shortens drug development time.



Compas Controls, Inc.



Compas Controls, Inc. provides thermal process management software for heat
treating and related industries.



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##### Table of Contents

Entigo Corporation



Entigo provides software and installation services for E-Commerce systems to enable large, complex companies to sell to
their distributors and buy from vendors through web-based communications.



Fidelity Flight Simulation Incorporated



FFS designs, manufactures and distributes full motion based flight simulators for pilot training.



GamesParlor, Inc.



GamesParlor provides internet chess services and products to chess enthusiasts.



Interactive Information



Interactive Information produces interactive software used in patient education in physicians offices and hospitals.



MindMatrix, Inc.



MindMatrix offers a solution platform to vendors in the information
technology industry to better communicate the value of their products to customers.



Precision Therapeutics, Inc.



PTI has developed a proprietary chemosensitivity assay designed to help select the appropriate therapy for cancer patients.



Quantapoint, Inc.



Quantapoint uses a 3D laser camera to measure existing conditions dimensions of the interior or exterior of structures, and then converts the
3D data to 2D drawings for building owners and architects.



Telemed Technologies International, Inc.



Telemed maintains a central monitoring center which monitors, in a real time environment, heart activity for recent heart attack patients using devices designed and distributed by Telemed.



TimeSys Corporation



TimeSys develops and markets software tools for embedded real time systems.



Touchtown, Inc.



Touchtown provides software for internet-based services to senior citizens
and their resident facilities.



Webmedx, Inc.



Webmedx provides software and services to diagnostic imaging
segments of the healthcare industries.



Wishbox.com



Wishbox provides a universal online gift registry
for teenagers.



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##### Table of Contents

WorldDealer, Inc.



WorldDealer develops web-based software for automotive retailers using an application service provider delivery model.



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 HTM in
accordance with SFAS No. 115. The Fund did not hold any HTM investments at December 31, 2003.



Short term investments at December 31, 2004 consisted of the following:



|                                                    |  |            |        
|--------------------------------------------------- |  | ---------- | -------
|Description                                         |  | Cost Value
|Delaware County PA Authority College Revenue Bonds  |  | $          | 200,000
|Northampton County PA General Purpose Revenue Bonds |  |            | 200,000
|Quakertown PA General Authority Revenue Bonds       |  |            | 200,000
|                                                    |  |            |        
|Total                                               |  | $          | 600,000
|                                                    |  |            |        



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, 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.



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##### Table of Contents

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.



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 or had expired at either December 31, 2004 or December 31, 2003.



The Company accounts for the plan under Accounting Principles Board Opinion No. 25,
Accounting for Stock issued to Employees. Had compensation costs for the Plan been determined consistent with Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation (SFAS No. 123), net
loss for the year ended December 31, 2002, would have been increased by $37,395, and the loss per unit would have been increased by $0.01 to ($0.16).



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.



The
difference between the Federal statutory rate and the Funds effective rate are as follows:



|                                               |  |      |  |      |  |       |   
|---------------------------------------------- |  | ---- |  | ---- |  | ----- | --
|                                               |  | 2004 |  | 2003 |  | 2002  |   
|Federal statutory tax rate                     |  |     |  |     |  | (35.0 | )%
|State income taxes (net of Federal benefit)    |  |     |  |     |  | 0.0   | % 
|Valuation allowance against deferred tax asset |  |     |  |     |  | 0.0   | % 
|Income tax at lower Federal marginal rate      |  |     |  |     |  | (27.4 | )%
|                                               |  |      |  |      |  |       |   
|                                               |  |     |  |     |  | (7.6  | )%
|                                               |  |      |  |      |  |       |   



Note 9  Related Party
Transactions



Accrued liabilities as of December 31, 2004 and 2003,
include $3,000 and $4,500, respectively, for Board of Directors fees and $2,000 due to a consulting firm in which one of the Funds officers is a significant shareholder.



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.



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##### Table of Contents

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 2004, the Fund incurred $18,000 ($18,000 in 2003) 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



In February, 2002, the Fund received $6,367,
which represented the final distribution of funds from the escrow account created from the acquisition of the Funds portfolio company, Applied Electro-Optics Corporation by AcceLight Networks, Inc. These funds had been held in escrow for
settlement of any claims resulting from the transaction. The $6,367 has been recognized as realized gains during the three month period ended March 31, 2002.



On October 22, 2002, Personity, Inc. (Personity) closed on the sale of substantially all of its intellectual property to Openwave Systems, Inc.
(Openwave). Personity received $403,500 and 161,074 shares of Openwave Common Stock. The Openwave Common Stock will be held in escrow for one year as security for certain indemnification obligations of Personity. After provisions for
payments to creditors and administration of a liquidating trust, $356,818 remained available for distribution. On December 24, 2002, the Fund received $30,735 representing its share of the available proceeds. The Fund recognized $76,690,
representing its investment in Personity net of cash proceeds received, as a realized loss during the three month period ended December 31, 2002.



On April 10, 2003, the Fund was advised that AcceLight Networks, Inc. (AcceLight) had ceased operations, terminated all employees, and made a general
assignment for the benefit of creditors. Further, the Fund was advised that AcceLights debts were substantially in excess of its assets, and that there would be no recovery for equity holders. Accordingly, the Fund recognized a realized loss
on its investment in AcceLight.



During June, 2003, the Fund sold 18,376 shares
of Sonic Foundry, Inc. (Sonic) Common Stock for $17,439. This represented the Funds total holdings in Sonic Common Stock. These shares had been received upon the acquisition of Media Site, one of the Funds portfolio companies
by Sonic. The Funds total investment in Media Site was 128,748, which resulted in a realized loss of $111,309. The Fund previously had recognized an unrealized loss of $119,560 on its investment in Media Site.



On December 24, 2003, the Fund received $58,865 representing its share of the proceeds from
the sale of Openwave Common Stock after escrow related expenses. The $58,865 has been recognized as a realized gain during the three month period ended December 31, 2003.



On April 5, 2004, Neolinear, Inc. (Neolinear), one of the Funds portfolio companies, advised its shareholders that it had
agreed to be acquired by Cadence Design Systems, Inc. (Cadence), under a merger agreement dated as of February 19, 2004 subject to Neolinears stockholders approval. Under the terms of the merger, a wholly-owned subsidiary of
Cadence would merge with and into Neolinear and Neolinear would become a wholly-owned subsidiary of Cadence. An affirmative vote of 50% - 662/3%, dependent upon the various classes of capital stock, was required to adopt and approve the proposals. On April 27, 2004, the Fund received notification that the stockholders of Neolinear had
approved the merger.



31



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##### Table of Contents

The consideration to be paid to Neolinear stockholders, subject to reduction if certain merger related conditions have
not been met, was expected to be $1.3601007 per share for each share of Series A, Series B and Series C Preferred Stock and $1.5721407 per share for each share of Series D Preferred Stock and $1.1590007 for each share of all series of Preferred
Stock and Common Stock on a combined basis, plus $0.4741366 for common stockholders if certain post-merger milestones are met by the Neolinear business group at Cadence. Approximately 12% of the consideration was to be placed in an escrow account
for a period of two years to satisfy possible indemnity obligations of Neolinear. On May 26, 2004, the Fund received $812,162, representing approximately 88% of the consideration, resulting in a realized gain of $572,271.



On May 7, 2004, Allegheny Child Care Academy, Inc. (ACCA) filed an Amended Plan
of Reorganization (Plan) under Chapter 11 with the United States Bankruptcy Court for the Eastern District of Pennsylvania. Under the terms of the Plan, the Fund, as an equity holder, is a member of an impaired class, and will receive no
return on its investment.



Accordingly, during the three month period ended
June 30, 2004, the Fund recognized a realized loss on its total investment in ACCA of $228,996. As the investment in ACCA had been previously fully reserved as an unrealized loss in 2003, the Fund reversed the previously recognized unrealized loss.
Therefore, there is no effect on net income for the year ending December 31, 2004.



On December 2, 2004, the Fund determined that there was no possibility of a recovery of any of its investment in e-Cruise, Inc., and recognized a realized loss of its total investment, $306,600, in e-Cruise, Inc. As the investment in
e-Cruise, Inc. had been fully reserved as an unrealized loss in 2001 and 2002, the Fund reversed the previously recognized unrealized loss. Therefore, there is no effect on net income for the year ending December 31, 2004.



During 2004, the Fund became aware that the unrealized loss on its investment in
USInterns.com, Inc. recorded in 2001 had never been recognized as a realized loss, even though the investment had been determined to be worthless with no possibility of recovery. Accordingly, the Fund has reversed the previously recognized
unrealized loss, and has recognized a realized loss. Therefore, there is no effect on net income for the year ending December 31, 2004.



Realized gains and (losses) are summarized below:



|                                   |  |      |          |   |      |   |          |      |  |   |         |   |  |   |         |  
|---------------------------------- |  | ---- | -------- | - | ---- | - | -------- | ---- |  | - | ------- | - |  | - | ------- | -
|                                   |  | 2004 |          |   | 2003 |   |          | 2002 |  |   | 2001    |  
|Sonic Foundry, Inc.                |  |      |          |   |      | $ | (111,309 | )    |  |   |         |   |  |   |         |  
|AcceLight Networks, Inc.           |  |      |          |   |      |   | (359,611 | )    |  | $ | 6,367   |   |  |   |         |  
|Personity, Inc.                    |  |      |          |   |      |   | 58,865   |      |  |   | (76,690 | ) |  |   |         |  
|Medtrex Incorporated               |  |      |          |   |      |   |          |      |  |   |         |   |  | $ | 189,195 |  
|Laminar, Inc.                      |  |      |          |   |      |   |          |      |  |   |         |   |  |   | (64,292 | )
|Neolinear, Inc.                    |  | $    | 572,271  |   |      |   |          |      |  |   |         |   |  |   |         |  
|Allegheny Child Care Academy, Inc. |  |      | (228,996 | ) |      |   |          |      |  |   |         |   |  |   |         |  
|e-Cruise, Inc.                     |  |      | (306,600 | ) |      |   |          |      |  |   |         |   |  |   |         |  
|USInterns.com, Inc.                |  |      | (168,000 | ) |      |   |          |      |  |   |         |   |  |   |         |  
|                                   |  |      |          |   |      |   |          |      |  |   |         |   |  |   |         |  
|Total                              |  | $    | (131,325 | ) |      | $ | (412,055 | )    |  | $ | (70,323 | ) |  | $ | 124,903 |  
|                                   |  |      |          |   |      |   |          |      |  |   |         |   |  |   |         |  



Note 11  Cash
Distribution



On December 7, 2004, the Fund made a cash distribution
of $0.06 per unit to members, which resulted in a reduction of members equity of $253,372.20.



32



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##### Table of Contents

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



None



33



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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    |  | 53  |  | President, Chief Executive Officer and Director |  | June 1, 1996  
|Alvin J. Catz        |  | 65  |  | Chief Financial Officer, Treasurer and Director |  | June 1, 1996  
|William F. Rooney    |  | 64  |  | Secretary and Director                          |  | June 1, 1996  
|Philip Samson        |  | 47  |  | Director                                        |  | June 1, 1996  
|Douglas F. Schofield |  | 59  |  | 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.



34



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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 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.



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.



35



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##### Table of Contents

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.



Since January, 1998, Mr. Samson has been a vice president and director of GamesParlor, Inc., a provider of internet games services to enthusiasts of classic parlor games.



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.



Douglas F. Schofield, Director. Dr. Schofield currently conducts business through his own firm, Schofield Financial Counseling, providing financial advice
to individuals and families, and administrative services to families in the handling of their financial affairs.



Dr. Schofield has sought throughout his career to build a strong foundation in a variety of fields related to finance and planning. In addition to two years working in an
analytic and planning capacity in the Federal Government (Transportation Department), Dr. Schofield has 12 years experience in the banking industry. At Mellon Bank in Pittsburgh, he managed the banks investment strategy, managed foreign
exchange trading worldwide, and planned the banks statewide expansion through the acquisition of other banks. Thereafter, Dr. Schofield was employed by Equibank and worked with the Chairman in a special capacity raising capital for the bank.
For the three years prior to forming his own firm, he worked as president in the firm of French, Schofield & Associates providing comprehensive financial advice to individuals and families.



Dr. Schofield received a Bachelors degree from Yale University with honors, in 1967, with a
major in Chemistry and Chemical Engineering. He then attended Harvard Business School and received an M.B.A. and a Doctorate in Strategic Planning. Dr. Schofield has taught M.B.A. courses at Atlanta University and at the University of Pittsburgh. He
is the past President of the Harvard Business School Association of Pittsburgh and has held several chair positions, as well as served as trustee, for LaRoche College.



During the past five years, Dr. Schofield has held investments in 20 development stage companies in diverse industries. In addition, he has
consulted extensively with owners of closely-held companies during the past decade and has served on the boards of four such companies during this period.



36



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##### Table of Contents

Item 11. Executive Compensation



No officer
received any remuneration for serving as an officer of the Registrant in 2003 or 2002. Each director receives a $300 monthly fee. Generally, board of directors meetings are held monthly. Compensation earned by directors in 2003 amounted to $18,000
($18,000 in 2002).



Item 12. Security Ownership of Certain Beneficial Owners and Management



The Registrants only class of security as of December 31, 2004, was Member Unit, $.01 par value.



|               |  |                                                                                               |  |                                           |  |           |  
|-------------- |  | --------------------------------------------------------------------------------------------- |  | ----------------------------------------- |  | --------- | -
|Title of Class |  | Name and Address of Beneficial
Owner                                                          |  | Amount and Nature of Beneficial Ownership |  | % ofClass |  
|Member Unit    |  | G. Richard Patton Scott Towne Center, Suite
A-113 2101 Greentree Road Pittsburgh, PA 15220    |  | 25,000                                    |  | 0.6       | %
|               |  |                                                                                               | 
|Member Unit    |  | William F. Rooney Scott Towne Center, Suite
A-113 2101 Greentree Road Pittsburgh, PA 15220    |  | 20,000                                    |  | 0.5       | %
|               |  |                                                                                               | 
|Member Unit    |  | Alvin J. Catz Scott Towne Center, Suite
A-113 2101 Greentree Road Pittsburgh, PA 15220        |  | 30,000                                    |  | 0.7       | %
|               |  |                                                                                               | 
|Member Unit    |  | Philip J. Samson Scott Towne Center, Suite
A-113 2101 Greentree Road Pittsburgh, PA 15220     |  | 30,000                                    |  | 0.7       | %
|               |  |                                                                                               | 
|Member Unit    |  | Douglas F. Schofield Scott Towne Center, Suite
A-113 2101 Greentree Road Pittsburgh, PA 15220 |  | 180,000                                   |  | 4.3       | %
|               |  |                                                                                               | 
|Member Unit    |  | PNC Venture Corp. PNC National Building 249 Fifth Avenue Pittsburgh, PA 15222                 |  | 333,330                                   |  | 7.9       | %
|               |  |                                                                                               | 
|Member Unit    |  | National City Venture Corp. 1965 East Sixth
Street Cleveland, OH 44114                        |  | 333,300                                   |  | 7.9       | %



All officers and directors, as a
group, own 285,000 units or 6.7% of the total issued and outstanding units as of December 31, 2004.



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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 2004, 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.



Certain of the Registrants directors have co-invested, along with the Registrant, in the eighteen investments in Portfolio Companies
that the Registrant has made as of February 18, 2005. Directors investments in Portfolio Companies in excess of $60,000 as of February 18, 2005 were: Douglas F. Schofield  Webmedx, Inc. $85,599; Alvin J. Catz  Webmedx, Inc.
$140,922; William F. Rooney  CoManage Corporation $78,000; and Philip J. Samson  Entigo Corporation $85,000 and GamesParlor, Inc. $292,500.



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.



38



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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 and internal control over financial reporting for 2004 and the annual financial statements for
2003, together with fees for tax services for 2004 and 2003 are shown below.



|   |  |                    |  |      |        |      |   |       
|-- |  | ------------------ |  | ---- | ------ | ---- | - | ------
|   |  |                    |  | 2004 |        | 2003
|1. |  | Audit fees (a)     |  | $    | 15,896 |      | $ | 14,806
|2. |  | Audit-related fees |  | $    | 0      |      | $ | 0     
|3. |  | Tax fees (b)       |  | $    | 5,800  |      | $ | 12,650
|4. |  | All other fees     |  | $    | 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.



39



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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 2004.



40



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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.
|Independent Auditors Report |  | 17                                                                                                                                                      
|                             | 
|Financial Statements:        |  |                                                                                                                                                         
|                             |  |                                                                                                                                                         
|                             |  | Statements of Assets and Liabilities, December 31, 2004 and 2003                                                                                         |  | 18      
|                             |  |                                                                                                                                                         
|                             |  | Statements of Operations for the Year ended December 31, 2004, for the Year ended December 31, 2003, and for the Year ended December 31,2002             |  | 19      
|                             |  |                                                                                                                                                         
|                             |  | Statements of Changes in Net Assets for the Year ended December 31, 2004, for the Year ended December 31, 2003, and for the Year ended December 31, 2002 |  | 20      
|                             |  |                                                                                                                                                         
|                             |  | Statements of Cash Flows for the Year ended December 31, 2004, for the Year ended December 31, 2003, and for the Year ended December 31, 2002            |  | 21      
|                             |  |                                                                                                                                                         
|                             |  | Notes to Financial Statements                                                                                                                            |  | 22      



| | (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



Certifications pursuant to Sections 302 and 906 of Sarbanes-Oxley Act of 2002.



Schedule 1  Investments in Securities of Unaffiliated Issuers

Schedule 11 - Computation of Net Income (Loss) Per Share/Unit



|(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.
|-- | ----------------------------------------------------------------------------------------------------------------------



41



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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, 2004



|                                                  |  |                 |  |                                                                                     |  |                                      |         |                      |       |  
|------------------------------------------------- |  | --------------- |  | ----------------------------------------------------------------------------------- |  | ------------------------------------ | ------- | -------------------- | ----- | -
|Name of Issuer and Title of Issue                 |  | AcquisitionDate |  | Balance Held at Close of Period Number of SharesPrincipal Amount of Bonds and Notes |  | Value of EachItem at Close of Period |         | Percent ofNet Assets |      
|                                                  |  |                 |  | Common Shares                                                                       |  |                                      |         |                      |       |  
|Computer-Software/Firmware                        |  |                 |  |                                                                                     |  |                                      |         |                      |       |  
|GamesParlor                                       |  | Sep-02          |  | 156,000 shares (1),(9)                                                              |  | $                                    | 0       |                      |       |  
|Medical Products and Services                     |  |                 |  |                                                                                     |  |                                      |         |                      |       |  
|Webmedx                                           |  | Jul-98          |  | 18,102 warrants (1),(3),(9)                                                         |  | $                                    | 0       |                      |       |  
|Internet/E-Commerce/Applications Service Provider |  |                 |  |                                                                                     |  |                                      |         |                      |       |  
|True Commerce                                     |  | Nov-01          |  | 115,000 shares (1)                                                                  |  | $                                    | 100,000 |                      |       |  
|True Commerce                                     |  | May-03          |  | 7,307 shares (1)                                                                    |  | $                                    | 12,500  |                      |       |  
|True Commerce                                     |  | Sep-04          |  | 30,239 shares (1)                                                                   |  | $                                    | 20,000  |                      |       |  
|Wishbox.com, Inc.                                 |  | Jun-00          |  | 44,445 shares (1),(9)                                                               |  | $                                    | 0       |                      |       |  
|Subtotal Internet/E-Commerce Group                |  |                 |  |                                                                                     |  | $                                    | 132,500 |                      | 4.37  | %
|                                                  |  |                 |  |                                                                                    
|Other                                             |  |                 |  |                                                                                     |  |                                      |         |                      |       |  
|Fidelity Flight Simulation Incorporated           |  | Sep-03          |  | 27.9703 shares (1) (4)                                                              |  | $                                    | 0       |                      |       |  
|                                                  |  |                 |  |                                                                                    
|Subtotal-Common Shares                            |  |                 |  |                                                                                     |  | $                                    | 132,500 |                      | 4.37  | %
|                                                  |  |                 |  |                                                                                    
|                                                  |  |                 |  | Preferred Shares                                                                    |  |                                      |         |                      |       |  
|Medical Products and Services                     |  |                 |  |                                                                                     |  |                                      |         |                      |       |  
|Automated Cell Series A                           |  | Feb-01          |  | 121,111 shares (1),(3),(9)                                                          |  | $                                    | 84,000  |                      |       |  
|Automated Cell Series A                           |  | Mar-02          |  | 83,333 shares (1)                                                                   |  | $                                    | 75,000  |                      |       |  
|Precision Therapeutics, Inc. Series A             |  | Jun-01          |  | 283,031 shares (1),(3),(9)                                                          |  | $                                    | 46,065  |                      |       |  
|Precision Therapeutics, Inc. Series B             |  | Jun-01          |  | 434,192 shares (1),(3)                                                              |  | $                                    | 104,206 |                      |       |  
|Telemed Technologies International, Inc. Class A  |  | Dec-99          |  | 100,000 shares (1)                                                                  |  | $                                    | 100,000 |                      |       |  
|Webmedx Inc. Corporation Redeemable Preferred     |  | May-01          |  | 50,000 shares (1),(3)                                                               |  | $                                    | 50,000  |                      |       |  
|Subtotal Medical Group                            |  |                 |  |                                                                                     |  | $                                    | 459,271 |                      | 15.16 | %



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|                                                  |  |        |  |                            |  |   |         |  |       |  
|------------------------------------------------- |  | ------ |  | -------------------------- |  | - | ------- |  | ----- | -
|Computer-Software/Firmware                        |  |        |  |                            |  |   |         |  |       |  
|Compas Controls Series A                          |  | Sep-01 |  | 617,284 shares (1)         |  | $ | 100,000 |  |       |  
|Compas Controls Series A                          |  | May-02 |  | 123,457 shares (1)         |  | $ | 20,000  |  |       |  
|Games Parlor Series A                             |  | Jul-00 |  | 210,526 shares (1),(9)     |  | $ | 0       |  |       |  
|Games Parlor Series A2                            |  | Sep-02 |  | 210,526 shares (1),(9)     |  | $ | 0       |  |       |  
|Quantapoint Inc. Series A                         |  | Jun-99 |  | 116,000 shares (1)         |  | $ | 99,423  |  |       |  
|Quantapoint Inc. Series B                         |  | Feb-00 |  | 62,500 shares (1)          |  | $ | 75,000  |  |       |  
|Quantapoint Inc. Series C                         |  | Jun-01 |  | 17,125 shares (1)          |  | $ | 25,000  |  |       |  
|TimeSys Corporation Series A                      |  | Jul-01 |  | 193,369 shares (1),(3)     |  | $ | 51,688  |  |       |  
|TimeSys Corporation Series B                      |  | Jul-01 |  | 207,447 shares (1),(3),(9) |  | $ | 55,450  |  |       |  
|Subtotal Computer Group                           |  |        |  |                            |  | $ | 426,561 |  | 14.08 | %
|                                                  |  |        |  |                           
|Internet/E-Commerce/Applications Service Provider |  |        |  |                            |  |   |         |  |       |  
|Touchtown Series B                                |  | Dec-01 |  | 357,143 shares (1)         |  | $ | 100,000 |  |       |  
|Touchtown Series B                                |  | Jun-02 |  | 89,285 shares (1),(2)      |  | $ | 25,000  |  |       |  
|Entigo Inc. Series B                              |  | Apr-99 |  | 68,221 shares (1),(8)      |  | $ | 163,731 |  |       |  
|Entigo Inc. Series D                              |  | Dec-00 |  | 51,920 shares (1)          |  | $ | 127,204 |  |       |  
|WorldDealer Series A                              |  | Nov-00 |  | 100,000 shares (1),(9)     |  | $ | 75,000  |  |       |  
|WorldDealer Series B                              |  | Nov-01 |  | 106666.67 shares (1),(2)   |  | $ | 40,000  |  |       |  
|WorldDealer Series B                              |  | Oct-02 |  | 106,666 shares (1)         |  | $ | 20,000  |  |       |  
|Subtotal Internet/E-Commerce Group                |  |        |  |                            |  | $ | 550,935 |  | 18.19 | %
|                                                  |  |        |  |                           
|TeleCommunications                                |  |        |  |                            |  |   |         |  |       |  
|CoManage Corporation Series I Convertible         |  | Oct-98 |  | 100,000 shares (1),(8)     |  | $ | 200,000 |  |       |  
|CoManage Corporation Series II Convertible        |  | Aug-99 |  | 39,487 shares (1)          |  | $ | 78,974  |  |       |  
|CoManage Corporation Series IV Convertible        |  | Sep-00 |  | 25,745 shares (1),(9)      |  | $ | 51,490  |  |       |  
|CoManage Corporation Series V Convertible         |  | May-04 |  | 19,822 shares (1),(9)      |  | $ | 16,730  |  |       |  
|Subtotal TeleCommunications                       |  |        |  |                            |  | $ | 347,194 |  | 11.46 | %



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|                                                             |  |        |  |                        |  |   |           |  |       |  
|------------------------------------------------------------ |  | ------ |  | ---------------------- |  | - | --------- |  | ----- | -
|Other                                                        |  |        |  |                        |  |   |           |  |       |  
|Akustica Series A                                            |  | Mar-02 |  | 134,269 shares (1),(3) |  | $ | 102,367   |  |       |  
|Akustica Series A                                            |  | Dec-02 |  | 104,932 shares (1)     |  | $ | 100,000   |  |       |  
|Akustica Series A                                            |  | Jan-03 |  | 26,232 shares (1)      |  | $ | 24,999    |  |       |  
|Akustica Series A                                            |  | Sep-03 |  | 17,241 shares (1)      |  | $ | 24,999    |  |       |  
|Fidelity Flight Simulation Incorporated Series A Redeemable  |  | Aug-00 |  | 989.6767 shares (1)    |  | $ | 99,343    |  |       |  
|Fidelity Flight Simulation Incorporated Series A Convertible |  | Aug-00 |  | 1032.326 shares (1)    |  | $ | 657       |  |       |  
|Subtotal Other Group                                         |  |        |  |                        |  | $ | 352,365   |  | 11.63 | %
|                                                             |  |        |  |                       
|Subtotal Preferred Shares                                    |  |        |  |                        |  | $ | 2,136,326 |  | 70.53 | %
|                                                             |  |        |  | Bonds and Notes        |  |   |           |  |       |  
|Medical Products and Services                                |  |        |  |                        |  |   |           |  |       |  
|Automated Cell                                               |  | Dec-02 |  | $10,000 Notes          |  | $ | 10,000    |  |       |  
|Interactive Information Inc.                                 |  | Jan-99 |  | $105,000 Notes (2),(9) |  | $ | 0         |  |       |  
|Subtotal Medical Group                                       |  |        |  |                        |  | $ | 10,000    |  | 0.33  | %
|                                                             |  |        |  |                       
|Computer-Software/Firmware                                   |  |        |  |                        |  |   |           |  |       |  
|GamesParlor Notes                                            |  | Jul-01 |  | $10,000 Notes (2),(9)  |  | $ | 0         |  |       |  
|GamesParlor Notes                                            |  | Sep-02 |  | $19,500 (9)            |  | $ | 0         |  |       |  
|MindMatrix Notes                                             |  | Jun-01 |  | $100,000 Notes (2)     |  | $ | 100,000   |  |       |  
|Subtotal Computer-Software/Firmware Group                    |  |        |  |                        |  | $ | 100,000   |  | 3.30  | %
|                                                             |  |        |  |                       
|Internet/E-Commerce/Applications Service Provider            |  |        |  |                        |  |   |           |  |       |  
|Touchtown Notes                                              |  | Apr-03 |  | $7,778 Notes (2)       |  | $ | 7,778     |  | 0.26  | %
|                                                             |  |        |  |                       
|Subtotal Bonds and Notes                                     |  |        |  |                        |  | $ | 117,778   |  | 3.89  | %
|                                                             |  |        |  |                        |  |   |           |  |       |  
|Grand Total - Investments                                    |  |        |  |                        |  | $ | 2,386,604 |  | 78.79 | %
|                                                             |  |        |  |                        |  |   |           |  |       |  
|                                                             |  |        |  |                       
|See footnotes on following page                              |  |        |  |                        |  |   |           |  |       |  



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Schedule 1



Footnotes



Western Pennsylvania Adventure Capital Fund, LLC



Investments in Securities of Unaffiliated Issuers



As of December 31, 2004



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

|(2) | Carries warrants for purchase of additional stock
|--- | -------------------------------------------------

|(3) | Acquired upon conversion of other securities of same company
|--- | ------------------------------------------------------------

|(4) | Received upon extension of preferred stock redemption date
|--- | ----------------------------------------------------------

|(5) | All securities held are restricted securities
|--- | ---------------------------------------------

|(6) | All securities held are carried at historical cost except as otherwise noted
|--- | ----------------------------------------------------------------------------

|(7) | The aggregate cost of all securities for Federal income tax purposes is $3,091,847
|--- | ----------------------------------------------------------------------------------

|(8) | Unrealized appreciation has been recognized
|--- | -------------------------------------------

|(9) | Unrealized depreciation has been recognized
|--- | -------------------------------------------



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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                           |  | 
| |  |                                                  |  | G. Richard Patton                               |  | 
| |  |                                                  |  | President, Chief Executive Officer and Director |  | 
| |  |                                                 
| |  | Date: February 18, 2005                          |  |                                                



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, Treasurer, and Director |  | Date: February 18, 2005
|Alvin J. Catz            |  |                                                  | 
|                         |  |                                                 
|/s/ William F. Rooney    |  | Secretary and Director                           |  | Date: February 18, 2005
|William F. Rooney        |  |                                                  |  |                        
|                         |  |                                                 
|/s/ Philip Samson        |  | Director                                         |  | Date: February 18, 2005
|Philip Samson            |  |                                                  |  |                        
|                         |  |                                                 
|/s/ Douglas F. Schofield |  | Director                                         |  | Date: February 18, 2005
|Douglas F. Schofield     |  |                                                  |  |                        



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