##### Table of Contents

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FORM 10-Q



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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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



For the quarterly period ended September 30, 2005



OR



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



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 and Zip Code)



(412) 279-1760

(Registrants Telephone Number, Including Area Code)



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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.    x  Yes ̈No



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



Number of members units as of
November 8, 2005: 4,222,870 Units.



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##### Table of Contents

PART 1 - Financial Information



|       |  |                                                                                                                                                                     |  |         
|------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------
|       |  |                                                                                                                                                                     |  | Page No.
|Item 1 |  | Financial Statements                                                                                                                                                |  |         
|       |  |                                                                                                                                                                    
|       |  | Report of Independent Registered Public Accounting Firm                                                                                                             |  | 3       
|       |  |                                                                                                                                                                    
|       |  | Statements of Assets and Liabilities as of September 30, 2005 (unaudited) and December 31, 2004                                                                     |  | 4       
|       |  |                                                                                                                                                                    
|       |  | Statements of Operations, for the Periods July 1, 2005 through September 30, 2005 (unaudited) and January 1, 2005 through September 30, 2005 (unaudited)            |  | 5       
|       |  |                                                                                                                                                                    
|       |  | Statements of Operations, for the Periods July 1, 2004 through September 30, 2004 (unaudited) and January 1, 2004 through September 30, 2004 (unaudited)            |  | 6       
|       |  |                                                                                                                                                                    
|       |  | Statements of Changes in Net Assets for the Periods July 1, 2005 through September 30, 2005 (unaudited) and January 1, 2005 through September 30, 2005 (unaudited)  |  | 7       
|       |  |                                                                                                                                                                    
|       |  | Statements of Changes in Net Assets, for the Periods July 1, 2004 through September 30, 2004 (unaudited) and January 1, 2004 through September 30, 2004 (unaudited) |  | 8       
|       |  |                                                                                                                                                                    
|       |  | Statements of Cash Flows, for the Periods July 1, 2005 through September 30, 2005 (unaudited) and January 1, 2005 through September 30, 2005 (unaudited)            |  | 9       
|       |  |                                                                                                                                                                    
|       |  | Statements of Cash Flows, for the Periods July 1, 2004 through September 30, 2004 (unaudited) and January 1, 2004 through September 30, 2004 (unaudited)            |  | 10      
|       |  |                                                                                                                                                                    
|       |  | Notes to Financial Statements                                                                                                                                       |  | 11      
|       |  |                                                                                                                                                                    
|Item 2 |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                                                               |  | 19      
|       |  |                                                                                                                                                                    
|Item 3 |  | Quantitative and Qualitative Disclosures About Market Risk                                                                                                          |  | 20      
|       |  |                                                                                                                                                                    
|Item 4 |  | Controls and Procedures                                                                                                                                             |  | 20      



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##### Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors

Western Pennsylvania Adventure Capital Fund, LLC



We have reviewed the statement of assets and liabilities of Western Pennsylvania Adventure Capital Fund, LLC as of September 30, 2005,
and the related statements of operations, changes in net assets, and cash flows for the three-month and nine-month periods ended September 30, 2005 and 2004. These financial statements are the responsibility of the companys management.



We conducted our reviews in accordance with the standards of the Public
Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance with standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.



Based on our reviews,
we are not aware of any material modifications that should be made to the accompanying interim financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America.



We have previously audited, in accordance with auditing standards of the
Public Company Accounting Oversight Board (United States), the statement of assets and liabilities of Western Pennsylvania Adventure Capital Fund, LLC as of December 31, 2004, and the related statements of operations, changes in net assets, and
cash flows for the year then ended (not presented herein); and in our report dated February 18, 2005, we expressed an unqualified opinion on those financial statements.



Goff Backa Alfera & Company, LLC

Pittsburgh, Pennsylvania

November 8, 2005



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##### Table of Contents

Western Pennsylvania Adventure Capital Fund, LLC

Statements of Assets and Liabilities

As of



|                                            |  |                    |           |                   |   |          
|------------------------------------------- |  | ------------------ | --------- | ----------------- | - | ---------
|                                            |  | September 30, 2005 |           | December 31, 2004
|                                            |  | (unaudited)        |           |                  
|Assets                                      |  |                    |           |                   |   |          
|Cash and Cash Equivalents                   |  | $                  | 30,699    |                   | $ | 33,385   
|Short Term Investments, Net                 |  |                    | 375,000   |                   |   | 600,000  
|Receivables                                 |  |                    | 24,069    |                   |   | 23,821   
|Investment in Portfolio Companies           |  |                    | 1,891,675 |                   |   | 2,386,604
|                                            |  |                    |           |                   |   |          
|Total Assets                                |  | $                  | 2,321,443 |                   | $ | 3,043,810
|                                            |  |                    |           |                   |   |          
|Liabilities                                 |  |                    |           |                   |   |          
|Accounts Payable                            |  | $                  | 0         |                   | $ | 0        
|Accrued Liabilities                         |  |                    | 12,800    |                   |   | 14,800   
|                                            |  |                    |           |                   |   |          
|Total Liabilities                           |  | $                  | 12,800    |                   | $ | 14,800   
|                                            |  |                    |           |                   |   |          
|Net Assets                                  |  |                    |           |                   |   |          
|Members Equity Outstanding 4,222,870 Units |  | $                  | 2,308,643 |                   | $ | 3,029,010
|                                            |  |                    |           |                   |   |          
|Net Assets Applicable to Units Outstanding  |  | $                  | 2,308,643 |                   | $ | 3,029,010
|                                            |  |                    |           |                   |   |          
|Net Assets Value Per Unit                   |  | $                  | 0.54      |                   | $ | 0.72     
|                                            |  |                    |           |                   |   |          



See
Accountant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



|                                                             |  |                                         |          |   |                                            |   |          |  
|------------------------------------------------------------ |  | --------------------------------------- | -------- | - | ------------------------------------------ | - | -------- | -
|                                                             |  | July 1, 2005 through September 30, 2005 |          |   | January 1, 2005 through September 30, 2005 |  
|                                                             |  | (unaudited)                             |          |   | (unaudited)                                |  
|Revenues:                                                    |  |                                         |          |   |                                            |   |          |  
|Interest                                                     |  | $                                       | 2,896    |   |                                            | $ | 9,190    |  
|Realized Gains (Losses)                                      |  |                                         | (328,107 | ) |                                            |   | (660,311 | )
|                                                             |  |                                         |          |   |                                            |   |          |  
|Total Revenues                                               |  |                                         | (325,211 | ) |                                            |   | (651,121 | )
|                                                             |  |                                         |          |   |                                            |   |          |  
|Expenses:                                                    |  |                                         |          |   |                                            |   |          |  
|General and Administration                                   |  |                                         | 3,000    |   |                                            |   | 9,000    |  
|Other Operating Expenses                                     |  |                                         | 39,250   |   |                                            |   | 82,429   |  
|                                                             |  |                                         |          |   |                                            |   |          |  
|Total Expenses                                               |  |                                         | 42,250   |   |                                            |   | 91,429   |  
|                                                             |  |                                         |          |   |                                            |   |          |  
|Unrealized Appreciation (Depreciation)  Portfolio companies |  |                                         | (19,086  | ) |                                            |   | 22,183   |  
|                                                             |  |                                        
|Profit (Loss) Before Income Tax                              |  |                                         | (386,547 | ) |                                            |   | (720,367 | )
|                                                             |  |                                        
|Income Tax Expense (Benefit)                                 |  |                                         | 0        |   |                                            |   | 0        |  
|                                                             |  |                                         |          |   |                                            |   |          |  
|Net Profit (Loss)                                            |  | $                                       | (386,547 | ) |                                            | $ | (720,367 | )
|                                                             |  |                                         |          |   |                                            |   |          |  
|Earnings (Loss) Per Share                                    |  | $                                       | (0.09    | ) |                                            | $ | (0.17    | )
|                                                             |  |                                         |          |   |                                            |   |          |  



See
Accountant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



|                                                             |  |                                         |         |   |                                            |   |        
|------------------------------------------------------------ |  | --------------------------------------- | ------- | - | ------------------------------------------ | - | -------
|                                                             |  | July 1, 2004 through September 30, 2004 |         |   | January 1, 2004 through September 30, 2004
|                                                             |  | (unaudited)                             |         |   | (unaudited)                               
|Revenues:                                                    |  |                                         |         |   |                                            |   |        
|Interest                                                     |  | $                                       | 2,761   |   |                                            | $ | 4,273  
|Realized Gains                                               |  |                                         | 0       |   |                                            |   | 343,275
|                                                             |  |                                         |         |   |                                            |   |        
|Total Revenues                                               |  |                                         | 2,761   |   |                                            |   | 347,548
|                                                             |  |                                         |         |   |                                            |   |        
|Expenses:                                                    |  |                                         |         |   |                                            |   |        
|General and Administration                                   |  |                                         | 3,000   |   |                                            |   | 9,000  
|Other Operating Expenses                                     |  |                                         | 16,835  |   |                                            |   | 59,420 
|                                                             |  |                                         |         |   |                                            |   |        
|Total Expenses                                               |  |                                         | 19,835  |   |                                            |   | 68,420 
|                                                             |  |                                         |         |   |                                            |   |        
|Unrealized Appreciation (Depreciation) - Portfolio Companies |  |                                         | 0       |   |                                            |   | 228,996
|                                                             |  |                                         |         |   |                                            |   |        
|Profit/(Loss) Before Income Tax                              |  |                                         | (17,074 | ) |                                            |   | 508,124
|                                                             |  |                                        
|Income Tax Expense                                           |  |                                         | 0       |   |                                            |   | 0      
|                                                             |  |                                         |         |   |                                            |   |        
|Net Profit (Loss)                                            |  | $                                       | (17,074 | ) |                                            | $ | 508,124
|                                                             |  |                                         |         |   |                                            |   |        
|Earnings (Loss) Per Unit                                     |  | $                                       | 0.00    |   |                                            | $ | 0.12   
|                                                             |  |                                         |         |   |                                            |   |        



See
Accountants Report and accompanying notes to financial statements.



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##### Table of Contents

Western Pennsylvania Adventure Capital Fund, LLC

Statements of Changes in Net Assets

For the Periods



|                                      |  |                                         |           |   |                                            |   |           |  
|------------------------------------- |  | --------------------------------------- | --------- | - | ------------------------------------------ | - | --------- | -
|                                      |  | July 1, 2005 through September 30, 2005 |           |   | January 1, 2005 through September 30, 2005 |  
|                                      |  | (unaudited)                             |           |   | (unaudited)                                |  
|From Operations                       |  |                                         |           |   |                                            |   |           |  
|Net Income (Loss)                     |  | $                                       | (386,547  | ) |                                            | $ | (720,367  | )
|                                      |  |                                         |           |   |                                            |   |           |  
|Net Increase (Decrease) in Net Assets |  |                                         | (386,547  | ) |                                            |   | (720,367  | )
|                                      |  |                                        
|Net Assets:                           |  |                                         |           |   |                                            |   |           |  
|Beginning of Period                   |  |                                         | 2,695,190 |   |                                            |   | 3,029,010 |  
|                                      |  |                                         |           |   |                                            |   |           |  
|End of Period                         |  | $                                       | 2,308,643 |   |                                            | $ | 2,308,643 |  
|                                      |  |                                         |           |   |                                            |   |           |  



See
Accountants Report and accompanying notes to financial statements.



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##### Table of Contents

Western Pennsylvania Adventure Capital Fund, LLC

Statements of Changes in Net Assets

For the Periods



|                                      |  |                                         |           |   |                                            |   |          
|------------------------------------- |  | --------------------------------------- | --------- | - | ------------------------------------------ | - | ---------
|                                      |  | July 1, 2004 through September 30, 2004 |           |   | January 1, 2004 through September 30, 2004
|                                      |  | (unaudited)                             |           |   | (unaudited)                               
|From Operations                       |  |                                         |           |   |                                            |   |          
|Net Income (Loss)                     |  | $                                       | (17,074   | ) |                                            | $ | 508,124  
|                                      |  |                                         |           |   |                                            |   |          
|Net Increase (Decrease) in Net Assets |  |                                         | (17,074   | ) |                                            |   | 508,124  
|                                      |  |                                        
|Net Assets:                           |  |                                         |           |   |                                            |   |          
|Beginning of Period                   |  |                                         | 3,343,034 |   |                                            |   | 2,817,836
|                                      |  |                                         |           |   |                                            |   |          
|End of Period                         |  | $                                       | 3,325,960 |   |                                            | $ | 3,325,960
|                                      |  |                                         |           |   |                                            |   |          



See
Accountants Report and accompanying notes to financial statements.



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Western Pennsylvania Adventure Capital Fund

Statements of Cash Flows

For the Periods



|                                                     |  |                                         |          |   |                                            |   |          |  
|---------------------------------------------------- |  | --------------------------------------- | -------- | - | ------------------------------------------ | - | -------- | -
|                                                     |  | July 1, 2005 through September 30, 2005 |          |   | January 1, 2005 through September 30, 2005 |  
|                                                     |  | (unaudited)                             |          |   | (unaudited)                                |  
|Cash Flow from Operating Activities:                 |  |                                         |          |   |                                            |   |          |  
|                                                     |  |                                        
|Income (Loss)                                        |  | $                                       | (386,547 | ) |                                            | $ | (720,367 | )
|                                                     |  |                                        
|Change in Assets and Liabilities:                    |  |                                         |          |   |                                            |   |          |  
|Receivables  (Increase) Decrease                    |  |                                         | (106     | ) |                                            |   | (248     | )
|Accounts Payable  (Decrease)                        |  |                                         | 0        |   |                                            |   | 0        |  
|Accrued Liabilities  (Decrease)                     |  |                                         | (1,000   | ) |                                            |   | (2,000   | )
|                                                     |  |                                         |          |   |                                            |   |          |  
|Net Cash Provided By (Used in) Operating Activities  |  |                                         | (387,653 | ) |                                            |   | (722,615 | )
|                                                     |  |                                         |          |   |                                            |   |          |  
|Cash Flow from Investing Activities:                 |  |                                         |          |   |                                            |   |          |  
|Short-term Investments, Net of Redemptions           |  |                                         | 100,000  |   |                                            |   | 225,000  |  
|Investment in Portfolio Companies                    |  |                                         | 306,809  |   |                                            |   | 494,929  |  
|                                                     |  |                                         |          |   |                                            |   |          |  
|Net Cash Provided by (Used in) Investing Activities  |  |                                         | 406,809  |   |                                            |   | 719,929  |  
|                                                     |  |                                         |          |   |                                            |   |          |  
|Net Increase (Decrease) in Cash and Cash Equivalents |  |                                         | (19,156  | ) |                                            |   | (2,686   | )
|                                                     |  |                                        
|Cash and Cash Equivalents at Beginning of Period     |  |                                         | 11,543   |   |                                            |   | 33,385   |  
|                                                     |  |                                         |          |   |                                            |   |          |  
|Cash and Cash Equivalents at End of Period           |  | $                                       | 30,699   |   |                                            | $ | 30,699   |  
|                                                     |  |                                         |          |   |                                            |   |          |  



See
Accountants Report and accompanying notes to financial statements.



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Western Pennsylvania Adventure Capital Fund, LLC

Statements of Cash Flows

For the Periods



|                                                     |  |                                         |         |   |                                            |   |          |  
|---------------------------------------------------- |  | --------------------------------------- | ------- | - | ------------------------------------------ | - | -------- | -
|                                                     |  | July 1, 2004 through September 30, 2004 |         |   | January 1, 2004 through September 30, 2004 |  
|                                                     |  | (unaudited)                             |         |   | (unaudited)                                |  
|Cash Flow from Operating Activities:                 |  |                                         |         |   |                                            |   |          |  
|                                                     |  |                                        
|Income (Loss)                                        |  | $                                       | (17,074 | ) |                                            | $ | 508,124  |  
|                                                     |  |                                        
|Change in Assets and Liabilities:                    |  |                                         |         |   |                                            |   |          |  
|Receivables  (Increase) Decrease                    |  |                                         | 84      |   |                                            |   | (359     | )
|Accounts Payable  Increase (Decrease)               |  |                                         | 0       |   |                                            |   | (1,096   | )
|Accrued Liabilities  Increase (Decrease)            |  |                                         | (1,000  | ) |                                            |   | (3,500   | )
|                                                     |  |                                         |         |   |                                            |   |          |  
|Net Cash Provided By (Used in) Operating Activities  |  |                                         | (17,990 | ) |                                            |   | 503,169  |  
|                                                     |  |                                         |         |   |                                            |   |          |  
|Cash Flow from Investing Activities:                 |  |                                         |         |   |                                            |   |          |  
|Short Term Investments, Net of Redemptions           |  |                                         | 0       |   |                                            |   | (900,000 | )
|Investment in Portfolio Companies                    |  |                                         | (19,167 | ) |                                            |   | 204,550  |  
|                                                     |  |                                         |         |   |                                            |   |          |  
|Net Cash Provided by (Used in) Investing Activities  |  |                                         | (19,167 | ) |                                            |   | (695,450 | )
|                                                     |  |                                         |         |   |                                            |   |          |  
|Net Increase (Decrease) in Cash and Cash Equivalents |  |                                         | (37,157 | ) |                                            |   | (192,281 | )
|                                                     |  |                                        
|Cash and Cash Equivalents at Beginning of Period     |  |                                         | 66,575  |   |                                            |   | 221,699  |  
|                                                     |  |                                         |         |   |                                            |   |          |  
|Cash and Cash Equivalents at End of Period           |  | $                                       | 29,418  |   |                                            | $ | 29,418   |  
|                                                     |  |                                         |         |   |                                            |   |          |  



See
Accountants Report and accompanying notes to financial statements.



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Western Pennsylvania Adventure Capital Fund, LLC

Notes to Financial Statements

September 30, 2005



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 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, as Western Pennsylvania Adventure Capital Fund (a C Corporation) 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.



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 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.



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Basis of Presentation  Interim Financial Statements



The financial information included herein has been prepared from the books and records
without audit. The accompanying financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and the footnotes required by generally accepted accounting principles for statements.
In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the financial condition, results of operations, changes in net assets, and cash flows, have been included.



The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported
amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.



These financial statements should be read in conjunction with the financial statements and notes thereto for the period January 1, 2004 to December 31, 2004, contained in the Funds 2004 Annual Report
on Form 10-K.



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 generally accepted accounting principles.



There were no syndication costs incurred in the three and nine month periods ended September 30, 2005 and September 30, 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 available-for-sale (AFS).



Investments in Portfolio Companies



Investments are stated at value. Investments for which market quotations are readily available are valued



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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 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 unit.



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



The Funds shareholders, at the annual meeting of shareholders held on November 17,
1999, approved a stock option plan which authorizes 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 have been 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 stock option committee on July 12, 2002, granted options to purchase 50,000 shares 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. At
September 30, 2005 and at December 31, 2004, none of the options had been exercised or had expired.



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 quarter
ended December 31, 1999, the Fund recognized unrealized appreciation on its portfolio companies, and accordingly, began recognizing deferred taxes due to temporary timing differences in accordance with SFAS 109. As a result of the merger
discussed in Note 2, any remaining deferred taxes were reversed during the three month period ended 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. 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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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 that they held in the C Corporation, with no change in ownership percentage of the respective organizations.



Note 3  Sale of Securities



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



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



The funds released from escrow have been 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 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 may be used for normal operating expenses. The Fund sold 2,057,787 shares $(2,983,792) of its
Common Stock under this Second Offering Circular.



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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 will be temporarily invested, pending investments in portfolio companies, in
cash equivalents, government securities, and high quality debt securities. A portion of these proceeds may be 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 Circular, and closed the Third Offering as of March 31, 2001. As of September 30, 2005 and December 31, 2004 $1,891,675 and $2,386,604,
respectively, were invested in Portfolio Securities, and the balance of the funds remained invested in cash equivalents, government securities, and high quality debt securities.



Note 4  Investments in Portfolio Companies



On July 19, 2005, the Fund purchased $30,000 of Automated Cell, Inc. Secured Promissory Notes (Note) due December 18,
2005. The Note bears interest at 10 percent per annum and has a security interest in certain assets of the Company.



On August 16, 2005, Syndesis Limited (Syndesis), an Ontario, Canada based telecommunications company, announced that it had signed a definitive agreement
to acquire CoManage Corporation (CoManage), one of the Funds portfolio companies. Under the terms of the definitive agreement, CoManage investors holding CoManage Convertible Promissory Notes convert these notes into CoManage
Series VI Preferred Stock, which immediately converts into Syndesis Class E Preferred Stock, and investors have the opportunity to purchase CoManage Series VII Preferred Stock, which also immediately converts into Syndesis Class E Preferred Stock.
This transaction was completed during the three month period ended September 30, 2005, and the Fund currently holds 15,112 shares of Syndesis Class E Preferred Stock. Investors holding all other CoManage shares did not receive any shares of
Syndesis.



On September 13, 2004, the Fund purchased 30,239 shares of True
Commerce, Inc. Class A Common Stock (Class A Common) at $0.6614 per share for a total investment of $20,000.



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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/premium from face value
represents unearned interest income/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 AFS in accordance with SFAS No. 115. The
Funds market values of these investments approximated their cost basis. Accordingly, the Fund continued to carry these investments at historical cost at September 30, 2005 and at December 31, 2004.



Short term investments at September 30, 2005 consisted of the following:



|                                                     |  |            |        
|---------------------------------------------------- |  | ---------- | -------
|Description                                          |  | Cost Value
|PA State Higher Education Revenue ARCS               |  | $          | 75,000 
|Lehigh County PA General Purpose Revenue Bonds       |  |            | 75,000 
|PA State Higher Education Facilities Authority Bonds |  |            | 50,000 
|Northampton County PA General Purpose Revenue Bonds  |  |            | 100,000
|Quakertown PA General Authority Revenue Bonds        |  |            | 75,000 
|                                                     |  |            |        
|Total                                                |  | $          | 375,000
|                                                     |  |            |        



Note 6  Unrealized
Appreciation



The Fund recognizes unrealized appreciation
(depreciation) on its portfolio companies when significant and material events have occurred that clearly indicate that an adjustment to the carrying value of those investments is appropriate. Unrealized appreciation (depreciation) was $(683,058) as
of September 30, 2005 and $(705,241) as of December 31, 2004. Unrealized appreciation (depreciation) recognized in the three and nine month periods ended September 30, 2005 was $(19,086) and $22,183, respectively. The $(19,086)
represents the reversal of previously recorded unrealized appreciation on the investments in CoManage Corporation Preferred Stock Series I through V resulting from the acquisition of CoManage by Syndesis Limited (See Note 4). The $22,183 includes
the aforementioned $(19,086) recognized in the three months ended September 30, 2005, plus $(63,731) representing the reversal of previously recorded unrealized appreciation in order to recognize a realized loss on the investment in Entigo
Corporation, offset by $105,000 reversal of previously recorded unrealized depreciation in order to recognize a realized loss on the investments in Interactive Information, both of which were reported in the six months ended June 30, 2005.
Unrealized appreciation (depreciation) recognized in the three and nine month periods ended September 30, 2004 was $0 and $(228,996), respectively. The $228,996 represents a reversal of previously recorded unrealized depreciation in order to
recognize a realized loss on the investment in Allegheny Child Care Academy, Inc.



Note 7  Related Party Transactions



Accrued
liabilities at September 30, 2005 and December 31, 2004 include $3,000 for Board of Directors fees and $2,000 for accounting services payable to a consulting firm in which one of the Funds officers is a significant shareholder.



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##### Table of Contents

Note 8  Stock Option Plan



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



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



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



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. At September 30, 2005 and at December 31, 2004, none of the options had
been exercised or had expired.



Note 9  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.



Note 10  Realized Gains (Losses)



During the
three month period ended September 30, 2005, CoManage Corporation (CoManage), one of the Funds portfolio companies was acquired by Syndesis Limited (Syndesis), an Ontario, Canada based telecommunications company.
Under the terms of the acquisition, shareholders of CoManage Series VI and VII Preferred Stock received Syndesis Class E Preferred Stock in exchange for their CoManage shares. All other shareholders of CoManage did not receive any shares of
Syndesis. Accordingly, the Fund recognized a realized loss on its investments in CoManage Series I, II, IV and V Preferred Stock of $328,108 during the three month period ended September 30, 2005. The Funds investment in CoManage Series
VI and VII Preferred Stock have been exchanged for Syndesis Class E Preferred Stock.



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##### Table of Contents

Note 11  Treasury Stock



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, 2004 and as of September 30, 2005.



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 as of December 31, 2004 and as of
September 30, 2005.



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##### Table of Contents

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations



Results of Operations



Revenues for the three and nine month periods ending September 30, 2005 amounted to $(325,211) and $(651,121), respectively. Interest income for the three and nine
month periods ending September 30, 2005 amounted to $2,896 and $9,190, respectively.



Revenues for the three and nine month periods ending September 30, 2004 amounted to $2,761 and $347,548, respectively. Interest income for the three and nine month periods ending September 30, 2004 was
$2,761 and $4,273, respectively.



The realized losses in the three and nine
month periods ending September 30, 2005 amounted to $(328,107) and $(660,311), respectively. The realized loss of $(328,107) resulted from the sale of CoManage Corporation (CoManage), one of the Registrants portfolio
companies, to Syndesis Limited, an Ontario, Canada based telecommunications company. Under the terms of the sale, certain classes of CoManage shareholders received Syndesis shares in exchange for their CoManage shares, while the remaining classes of
CoManage shareholders did not receive any Syndesis shares. Accordingly, the Registrant recognized a realized loss on the portion of its investment in CoManage that did not receive any Syndesis shares. The realized loss of $(660,311) in the nine
month period ending September 30, 2005 included the aforementioned loss, $(227,204) resulting from the write off of the Registrants investment in Entigo Corporation, and $(105,000) resulting from a loss on the Registrants investment
in Interactive Information.



The realized gain of $343,275 included in the nine
months ending September 30, 2004 results from: (1) a gain of $572,271 on the acquisition of NeoLinear by Cadence and (2) a loss of $228,996 on the recognition of Allegheny Child Care Academys (ACCA), a Registrant
portfolio company, filing under Chapter 11 with the United States Bankruptcy Court. Both of these events occurred during the three month period ending June 30, 2004.



General and administrative expenses for the three and nine month periods ending September 30, 2005 amounted to $3,000 and $9,000,
respectively, and consisted of directors fees. General and administrative expenses for the three and nine month periods ending September 30, 2004 amounted to $3,000 and $9,000, respectively, and consisted of directors fees.



Other operating expenses for the three and nine month periods ending September 30, 2005
amounted to $39,250 and $82,429, respectively. Other operating expenses for the three and nine month periods ending September 30, 2004 amounted to $16,835 and $59,420, respectively. The increase in other operating expenses in both the three and
nine month periods ending September 30, 2005 versus comparable periods of 2004 is primarily due to the timing of the payment of directors and officers annual insurance premium. The premium has been paid in the three months ended
September 30, 2005 and was paid in the three months ending December 31, 2004.



Unrealized appreciation (depreciation) in the three and nine month periods ending September 30, 2005 amounted to $(19,086) and $22,183, respectively. The $(19,086) represents the reversal of previously recorded unrealized appreciation
on the investments in CoManage Corporation (CoManage) Preferred Stock Series I through V resulting from the acquisition of CoManage by Syndesis Limited (Syndesis).



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The $22,183 includes the aforementioned $(19,086) recognized in the three months ended September 30, 2005, plus
$(63,731) representing the reversal of previously recorded unrealized appreciation in order to recognize a realized loss on the investment in Entigo Corporation, offset by $105,000 reversal of previously recorded unrealized depreciation in order to
recognize a realized loss on the investments in Interactive Information, both of which were reported in the six months ended June 30, 2005.



Unrealized gains in the nine months ended September 30, 2004 were $228,996, and resulted from a reversal of previously recorded unrealized losses in order to
recognize a realized loss on the investment in ACCA.



Financial
Condition, Liquidity and Capital Resources



The Registrant, through
its sale of Common Stock under the First Offering Circular, raised $2,104,333 in 1997. The Registrant, through the sale of its Common Stock under the Second Offering Circular, raised $2,983,792 in 1999  2000. The Registrant, through the sale
of its Common Stock under the Third Offering Circular, raised $100,400 in 2000-2001. As of September 30, 2005, the Registrant held cash, cash equivalents, and short-term investments in high quality commercial paper, U.S. Government securities
and municipal securities of $405,699. Most of this amount, except for normal operating expenses, is available for investment in Portfolio Securities.



Item 3. Quantitative and Qualitative Disclosures About Market Risk



Not Applicable.



Item 4. Controls and Procedures



The
Chief Executive Officer and the Chief Financial Officer of the Company conducted an evaluation of the effectiveness of the design and operation of the Companys disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e) as of
the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Companys disclosure controls and procedures were effective as of the end of the period
covered by this report. There were no significant changes in internal controls over financial reporting that occurred during the three month and nine month periods ended September 30, 2005 that have materially affected, or are reasonably likely
to materially affect, the Companys internal controls over financial reporting.



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##### Table of Contents

Part II  Other Information



Item 6. Exhibits and Reports on Form 8-K



| | (a) | List of Exhibits
| | --- | ----------------



|     |  |                                                                                                                            
|---- |  | ---------------------------------------------------------------------------------------------------------------------------
|11   |  | Computation of earnings per share/unit for the three and nine month periods ended September 30, 2005 and September 30,
2004
|     | 
|31.1 |  | Certification of Chief Executive Officer                                                                                   
|     | 
|31.2 |  | Certification of Principal Financial Officer                                                                               
|     | 
|32.1 |  | Certification of Chief Executive Officer                                                                                   
|     | 
|32.2 |  | Certification of Principal Financial Officer                                                                               



| | (b) | Reports on Form 8-K
| | --- | -------------------



No reports were filed on Form 8-K by the Registrant during the quarter covered by this report.



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SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the Western Pennsylvania Adventure Capital Fund has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized:



|                                                 |  |                                                   
|------------------------------------------------ |  | --------------------------------------------------
|Western Pennsylvania Adventure Capital Fund, LLC |  |                                                   
|(Registrant)                                     |  |                                                   
|                                                 | 
|Date: November 8, 2005                           |  | /s/ G. Richard Patton                             
|                                                 |  | G. Richard Patton                                 
|                                                 |  | President and Chief Executive Officer and Director
|                                                 | 
|Date: November 8, 2005                           |  | /s/ Alvin J. Catz                                 
|                                                 |  | Alvin J. Catz                                     
|                                                 |  | Chief Financial Officer, Treasurer and Director   



22