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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q



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



For the quarterly period ended September 30, 2003



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 ofIncorporation 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



Number of members units as of November 5, 2003: 4,222,870 Units.



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##### Table of Contents

PART 1 - Financial Information



|                                                                                                             |  |                                                                                                                                                                     |  | Page No.
|------------------------------------------------------------------------------------------------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------
|                                                                                                             |  |                                                                                                                                                                    
|Item 1                                                                                                       |  | Financial Statements                                                                                                                                                |  |         
|                                                                                                             |  |                                                                                                                                                                    
|                                                                                                             |  | Report on Review by Independent Certified Public Accountants                                                                                                        |  | 3       
|                                                                                                             |  |                                                                                                                                                                    
|                                                                                                             |  | Statements of Assets and Liabilities as of September 30, 2003 (unaudited) and December 31, 2002                                                                     |  | 4       
|                                                                                                             |  |                                                                                                                                                                    
|                                                                                                             |  | Statements of Operations, for the Periods July 1, 2003 through September 30, 2003 (unaudited) and January 1, 2003 through September 30, 2003 (unaudited)            |  | 5       
|                                                                                                             |  |                                                                                                                                                                    
|                                                                                                             |  | Statements of Operations, for the Periods July 1, 2002 through September 30, 2002 (unaudited) and January 1, 2002 through September 30, 2002 (unaudited)            |  | 6       
|                                                                                                             |  |                                                                                                                                                                    
|                                                                                                             |  | Statements of Changes in Net Assets for the Periods July 1, 2003 through September 30, 2003 (unaudited) and January 1, 2003 through September 30, 2003 (unaudited)  |  | 7       
|                                                                                                             |  |                                                                                                                                                                    
|                                                                                                             |  | Statements of Changes in Net Assets, for the Periods July 1, 2002 through September 30, 2002 (unaudited) and January 1, 2002 through September 30, 2002 (unaudited) |  | 8       
|                                                                                                             |  |                                                                                                                                                                    
|                                                                                                             |  | Statements of Cash Flows, for the Periods July 1, 2003 through September 30, 2003 (unaudited) and January 1, 2003 through September 30, 2003 (unaudited)            |  | 9       
|                                                                                                             |  |                                                                                                                                                                    
|                                                                                                             |  | Statements of Cash Flows, for the Periods July 1, 2002 through September 30, 2002 (unaudited) and January 1, 2002 through September 30, 2002 (unaudited)            |  | 10      
|                                                                                                             |  |                                                                                                                                                                    
|                                                                                                             |  | Notes to Financial Statements                                                                                                                                       |  | 11      
|                                                                                                             |  |                                                                                                                                                                    
|Item 2                                                                                                       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                                                               |  | 19      
|                                                                                                             | 
|Statement by Management Concerning Review of Interim Information by Independent Certified Public Accountants |  | 20                                                                                                                                                                 
|                                                                                                             | 
|Statement by Management Concerning the Fair Presentation of Interim Financial Information                    |  | 21                                                                                                                                                                 



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REPORT ON REVIEW BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



To the Board of Directors

Western Pennsylvania Adventure Capital Fund, LLC



We have reviewed the accompanying statement of assets and liabilities of Western Pennsylvania Adventure Capital Fund, LLC as of September 30, 2003, and the related statements of operations, changes in net assets, and cash flows for the
three and nine month periods ended September 30, 2003 and 2002. These financial statements are the responsibility of the companys management.



We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information
consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally
accepted auditing standards, 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 financial statements for them
to be in conformity with generally accepted accounting principles.



We have
previously audited, in accordance with U.S. generally accepted auditing standards, the statement of assets and liabilities as of December 31, 2002 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 14, 2003, we expressed an unqualified opinion on those financial statements.



Goff Backa Alfera & Company, LLC

Pittsburgh, November 5, 2003



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##### Table of Contents

Statements of Assets and Liabilities

As of



|                                           |  | September 30, 2003 |           | December 31, 2002
|------------------------------------------ |  | ------------------ | --------- | -----------------
|                                           |  | (unaudited)        |           |                  
|Assets                                     |  |                    |           |                  
|Cash and Cash Equivalents                  |  | $                  | 185,571   |                  
|Short Term Investments, Net                |  |                    | 0         |                  
|Receivables                                |  |                    | 23,041    |                  
|Investment in Portfolio Companies          |  |                    | 2,591,987 |                  
|                                           |  |                    |           |                  
|Total Assets                               |  | $                  | 2.800,599 |                  
|                                           |  |                    |           |                  
|Liabilities                                |  |                    |           |                  
|Accounts Payable                           |  | $                  | 0         |                  
|Accrued Liabilities                        |  |                    | 18,300    |                  
|                                           |  |                    |           |                  
|Total Liabilities                          |  | $                  | 18,300    |                  
|                                           |  |                    |           |                  
|Net Assets                                 |  |                    |           |                  
|Members Equity                            |  |                    |           |                  
|Outstanding 4,222,870 Units                |  | $                  | 2,782,299 |                  
|                                           |  |                    |           |                  
|Net Assets Applicable to Units Outstanding |  | $                  | 2,782,299 |                  
|                                           |  |                    |           |                  
|Net Assets Value Per Unit                  |  | $                  | 0.66      |                  
|                                           |  |                    |           |                  



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



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##### Table of Contents

Western Pennsylvania Adventure Capital Fund

Statements of Operations

For the Periods



|                                              |  | July 1, 2003 through September 30, 2003 |         |   | January 1, 2003 through September 30, 2003 |  
|--------------------------------------------- |  | --------------------------------------- | ------- | - | ------------------------------------------ | -
|                                              |  | (unaudited)                             |         |   | (unaudited)                                |  
|Revenues:                                     |  |                                         |         |   |                                            |  
|Interest                                      |  | $                                       | 794     |   |                                            | $
|Realized Gains (Losses)                       |  |                                         | 0       |   |                                            |  
|                                              |  |                                         |         |   |                                            |  
|Total Revenues                                |  |                                         | 794     |   |                                            |  
|                                              |  |                                         |         |   |                                            |  
|Expenses:                                     |  |                                         |         |   |                                            |  
|General and Administration                    |  |                                         | 4,500   |   |                                            |  
|Other Operating Expenses                      |  |                                         | 40,784  |   |                                            |  
|                                              |  |                                         |         |   |                                            |  
|Total Expenses                                |  |                                         | 45,284  |   |                                            |  
|                                              |  |                                         |         |   |                                            |  
|Unrealized depreciation  Portfolio companies |  |                                         | 0       |   |                                            |  
|Profit (Loss) Before Income Tax               |  |                                         | (44,490 | ) |                                            |  
|Income Tax Expense (Benefit)                  |  |                                         | 0       |   |                                            |  
|                                              |  |                                         |         |   |                                            |  
|Net Income (Loss)                             |  | $                                       | (44,490 | ) |                                            | $
|                                              |  |                                         |         |   |                                            |  
|Earnings (Loss) Per Share                     |  | $                                       | (0.01   | ) |                                            | $
|                                              |  |                                         |         |   |                                            |  



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, 2002throughSeptember 30, 2002 |         |   | January 1, 2002throughSeptember 30, 2002 |  
|------------------------------------------------------------ |  | ------------------------------------- | ------- | - | ---------------------------------------- | -
|                                                             |  | (unaudited)                           |         |   | (unaudited)                              |  
|Revenues:                                                    |  |                                       |         |   |                                          |  
|Interest                                                     |  | $                                     | 6,122   |   |                                          | $
|Realized Gains                                               |  |                                       | 0       |   |                                          |  
|                                                             |  |                                       |         |   |                                          |  
|Total Revenues                                               |  |                                       | 6,122   |   |                                          |  
|                                                             |  |                                       |         |   |                                          |  
|Expenses:                                                    |  |                                       |         |   |                                          |  
|General and Administration                                   |  |                                       | 4,500   |   |                                          |  
|Other Operating Expenses                                     |  |                                       | 48,835  |   |                                          |  
|                                                             |  |                                       |         |   |                                          |  
|Total Expenses                                               |  |                                       | 53,335  |   |                                          |  
|                                                             |  |                                       |         |   |                                          |  
|Unrealized Appreciation (Depreciation) - Portfolio Companies |  |                                       | (21,060 | ) |                                          |  
|                                                             |  |                                       |         |   |                                          |  
|Profit/(Loss) Before Income Tax                              |  |                                       | (68,273 | ) |                                          |  
|Income Tax Expense                                           |  |                                       | 0       |   |                                          |  
|                                                             |  |                                       |         |   |                                          |  
|Net Income (Loss)                                            |  | $                                     | (68,273 | ) |                                          | $
|                                                             |  |                                       |         |   |                                          |  
|Earnings (Loss) Per Unit                                     |  | $                                     | (.02    | ) |                                          | $
|                                                             |  |                                       |         |   |                                          |  



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



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##### Table of Contents

Western Pennsylvania Adventure Capital Fund

Statements of Changes in Net Assets

For the Periods



|                                      |  | July 1, 2003throughSeptember 30, 2003 |           |   | January 1, 2003throughSeptember 30, 2003 |  
|------------------------------------- |  | ------------------------------------- | --------- | - | ---------------------------------------- | -
|                                      |  | (unaudited)                           |           |   | (unaudited)                              |  
|From Operations                       |  |                                       |           |   |                                          |  
|Net Income (Loss)                     |  | $                                     | (44,490   | ) |                                          | $
|                                      |  |                                       |           |   |                                          |  
|Net Increase (Decrease) in Net Assets |  |                                       | (44,490   | ) |                                          |  
|                                      |  |                                      
|Net Assets:                           |  |                                       |           |   |                                          |  
|Beginning of Period                   |  |                                       | 2,826,789 |   |                                          |  
|                                      |  |                                       |           |   |                                          |  
|End of Period                         |  | $                                     | 2,782,299 |   |                                          | $
|                                      |  |                                       |           |   |                                          |  



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, 2002throughSeptember 30, 2002 |           |   | January 1, 2002throughSeptember 30, 2002 |  
|------------------------------------- |  | ------------------------------------- | --------- | - | ---------------------------------------- | -
|                                      |  | (unaudited)                           |           |   | (unaudited)                              |  
|From Operations                       |  |                                       |           |   |                                          |  
|Net Income (Loss)                     |  | $                                     | (68,273   | ) |                                          | $
|Redemption of Dissenters Shares      |  |                                       | 0         |   |                                          |  
|                                      |  |                                       |           |   |                                          |  
|Net Increase (Decrease) in Net Assets |  |                                       | (68,273   | ) |                                          |  
|                                      |  |                                      
|Net Assets:                           |  |                                       |           |   |                                          |  
|Beginning of Period                   |  |                                       | 3,562,711 |   |                                          |  
|                                      |  |                                       |           |   |                                          |  
|End of Period                         |  | $                                     | 3,494,438 |   |                                          | $
|                                      |  |                                       |           |   |                                          |  



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, 2003throughSeptember 30, 2003 |         |   | January 1, 2003throughSeptember 30, 2003 |  
|---------------------------------------------------- |  | ------------------------------------- | ------- | - | ---------------------------------------- | -
|                                                     |  | (unaudited)                           |         |   | (unaudited)                              |  
|Cash Flow from Operating Activities:                 |  |                                       |         |   |                                          |  
|Income (Loss)                                        |  | $                                     | (44,490 | ) |                                          | $
|Change in Assets and Liabilities:                    |  |                                       |         |   |                                          |  
|Receivables  (Increase) Decrease                    |  |                                       | (504    | ) |                                          |  
|Accounts Payable  (Decrease)                        |  |                                       | 0       |   |                                          |  
|                                                     |  |                                       |         |   |                                          |  
|Net Cash Provided By (Used in) Operating Activities  |  |                                       | (44,994 | ) |                                          |  
|                                                     |  |                                       |         |   |                                          |  
|Cash Flow from Investing Activities:                 |  |                                       |         |   |                                          |  
|Investment in Portfolio Companies                    |  |                                       | (24,999 | ) |                                          |  
|                                                     |  |                                       |         |   |                                          |  
|Net Cash Provided by (Used in) Investing Activities  |  |                                       | (24,999 | ) |                                          |  
|                                                     |  |                                       |         |   |                                          |  
|Net Increase (Decrease) in Cash and Cash Equivalents |  |                                       | (69,993 | ) |                                          |  
|Cash and Cash Equivalents at Beginning of Period     |  |                                       | 255,564 |   |                                          |  
|                                                     |  |                                       |         |   |                                          |  
|Cash and Cash Equivalents at End of Period           |  | $                                     | 185,571 |   |                                          | $
|                                                     |  |                                       |         |   |                                          |  



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, 2002 through September 30, 2002 |         |   | January 1, 2002 through September 30, 2002 |  
|---------------------------------------------------- |  | --------------------------------------- | ------- | - | ------------------------------------------ | -
|                                                     |  | (unaudited)                             |         |   | (unaudited)                                |  
|Cash Flow from Operating Activities:                 |  |                                         |         |   |                                            |  
|Income (Loss)                                        |  | $                                       | (68,273 | ) |                                            | $
|Change in Assets and Liabilities:                    |  |                                         |         |   |                                            |  
|Organization Costs  Amortization                    |  |                                         | 0       |   |                                            |  
|Receivables  (Increase) Decrease                    |  |                                         | 2,125   |   |                                            |  
|Prepaid Taxes - (Increase) Decrease                  |  |                                         | 0       |   |                                            |  
|Accounts Payable  Increase (Decrease)               |  |                                         | (3,062  | ) |                                            |  
|Accrued Liabilities  Increase (Decrease)            |  |                                         | 1,500   |   |                                            |  
|                                                     |  |                                         |         |   |                                            |  
|Net Cash Provided By (Used in) Operating Activities  |  |                                         | (67,710 | ) |                                            |  
|                                                     |  |                                         |         |   |                                            |  
|Cash Flow from Financing Activities:                 |  |                                         |         |   |                                            |  
|Purchase Members Units                              |  |                                         | 0       |   |                                            |  
|                                                     |  |                                         |         |   |                                            |  
|Cash Flow from Investing Activities:                 |  |                                         |         |   |                                            |  
|Short Term Investments, Net of Redemptions           |  |                                         | (1,646  | ) |                                            |  
|Investment in Portfolio Companies                    |  |                                         | (9,000  | ) |                                            |  
|                                                     |  |                                         |         |   |                                            |  
|Net Cash Provided by (Used in) Investing Activities  |  |                                         | (10,646 | ) |                                            |  
|                                                     |  |                                         |         |   |                                            |  
|Net Increase (Decrease) in Cash and Cash Equivalents |  |                                         | (78,356 | ) |                                            |  
|                                                     |  |                                        
|Cash and Cash Equivalents at Beginning of Period     |  |                                         | 337,109 |   |                                            |  
|                                                     |  |                                         |         |   |                                            |  
|Cash and Cash Equivalents at End of Period           |  | $                                       | 258,753 |   |                                            | $
|                                                     |  |                                         |         |   |                                            |  



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, 2003



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.



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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  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, 2002 to
December 31, 2002, contained in the Funds 2002 Annual Report on Form 10-K.



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%.



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.



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 March 31, 2001. The Fund sold 62,750 shares of its common stock and closed the
Third Offering.



12



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##### Table of Contents

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, 2003 and September 30, 2002.



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 and U.S.
Government securities. These investments generally are purchased at a discount or premium from face value and are redeemed at maturity at face value. The difference 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).



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.



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##### Table of Contents

Start-Up and Organization Costs



Costs incurred in connection with the start-up and organization of the Fund had been deferred through March 31, 2002 and were being
amortized ratably over a period of 60 months beginning January 1, 1998. Amortization of $760 was recognized in the three month period ending March 31, 2002, and 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, 2003 and at December 31, 2002, 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. Deferred taxes of $39,960 recognized during the nine month period ended September 30, 2002 relate to the partial reversal of the deferred tax asset recorded at December 31, 2001, which will not be realized as a result of the merger
discussed in Note 2. There were no deferred taxes recognized during either the three month period ended September 30, 2003, or the nine month period ended September 30, 2003.



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.



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, 2003, and December 31, 2002, $2,591,987
and $2,853,269, respectively, were invested in Portfolio Securities, and the balance of the funds remained invested in cash equivalents, government securities, and high quality debt securities.



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##### Table of Contents

Note 4  Investments in Portfolio Companies



On September 24, 2003, the Fund purchased 17,241 shares of Akustica, Inc. Series A-5
Preferred Stock (A-5 Preferred) at $1.45 per share for a total investment of $24,999. The A-5 Preferred is convertible into Common on a 1:1 basis, and has typical preferences.



Note 5  Co-Investor Agreement



On June 30, 1998, the Fund and the Urban Redevelopment Authority of Pittsburgh (URA) entered into a co-investment agreement (Agreement). Under
the terms of this Agreement, the URA will create an escrow account of $1,000,000 to be used for direct investment in certain select Funds Portfolio Companies, located within the City of Pittsburgh and meeting other criteria established by the
URA. The escrow account also will be used for payment of the Funds investment and management fees related to such investments. The URA will match, on a dollar-for-dollar basis, the Funds investment in Portfolio Companies, subject to the
limitations of the Portfolio Companies location within the City of Pittsburgh and such companies meeting the URAs criteria for funding.



The annual management fee payable to the Fund is $25,000. Further, the URA will pay the Funds investment advisor a transaction fee of five percent (5%) of the
URAs portion of its investment. All fees will be paid from the escrow account.



In addition, the URA, as part of the Agreement, has agreed to subordinate its rights to any return on its investment until the private equity participants, investing in each of the contemplated transactions, including the Fund, have
recovered their original investments in the portfolio companies. Thereafter, the URA and all equity participants, including the Fund, will participate in all future distributions in accordance with their investment.



As of June 30, 2001, the URA notified the fund of its decision to terminate the Agreement,
effective as of July 31, 2001. Through June 30, 2001, the URA had invested a total of $100,000, on its dollar-for-dollar matching basis in one portfolio company.



Note 6  Short Term Investments



The Fund, pending investments in Portfolio Securities, temporarily invests its excess funds in short term high quality commercial paper and U.S. Government securities.
These investments generally are purchased at a discount or premium from face value and are redeemed at maturity at face value. The 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 HTM in accordance with SFAS No. 115. The Fund did not hold any HTM investments at September 30, 2003 and December 31, 2002.



Note 7  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 $(1,768,447) as of September 30, 2003 and ($1,563,415) as of
December 31, 2002. Unrealized appreciation (depreciation) recognized in the three and nine month periods ended September 30, 2003 was $0 and ($205,032), respectively. The ($205,032) represents unrealized depreciation of portfolio investments in the
amount of ($324,592) and a reversal of previously recorded unrealized depreciation of $119,560 resulting from the liquidation of the investment in MediaSite (See Note 11). Unrealized appreciation (depreciation) recognized in the three and nine month
periods ended September 30, 2002 was ($21,060) and ($185,685), respectively.



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Note 8  Related Party Transactions



Accrued liabilities at September 30, 2003 and December 31, 2002 include $4,500 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.



Note 9  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.



Note 10  Income Taxes



The following table summarizes the provision for Federal and state taxes on income.



|          |  | 2003 |   | 2002 |  
|--------- |  | ---- | - | ---- | -
|Current:  |  |      |   |      |  
|Federal   |  | $    | 0 |      | $
|State     |  |      | 0 |      |  
|          |  |      |   |      |  
|          |  |      | 0 |      |  
|          |  |      |   |      |  
|Deferred: |  |      |   |      |  
|Federal   |  |      | 0 |      |  
|State     |  |      | 0 |      |  
|          |  |      |   |      |  
|          |  |      | 0 |      |  
|          |  |      |   |      |  
|Total     |  |      | 0 |      | $
|          |  |      |   |      |  



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##### Table of Contents

Deferred taxes of $39,960 recognized during the three month period ended March 31, 2002 relate to the partial reversal of
the deferred tax asset recorded at December 31, 2001, which will not be realized as a result of the merger discussed in Note 2. There were no deferred taxes recognized during either the three month period ended June 30, 2002 or the three month
period ended September 30, 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.



Note 11  Realized Gains



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 MediaSite, one of the Funds portfolio companies by Sonic. The Funds total investment in MediaSite 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.



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.



Note 12  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, 2002 and are included as part of members equity as of September 30, 2003.



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, 2002 and as of September
30, 2003.



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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, 2003 amounted to $794 and ($102,143), respectively. Interest income for the three and nine month
periods ending September 30, 2003 was $794 and $9,166, respectively. The decreases in interest income versus the comparable periods of 2002 are due to a lower amount of cash equivalents and the conversion of portfolio companies convertible
debt into portfolio companies equity. The realized loss of $111,309 included in the nine months ending September 30, 2003 resulted from the sale in the second quarter of 18,376 shares of Sonic Foundry, Inc. Common Stock which had been acquired
upon the acquisition of MediaSite, one of the Funds portfolio companies, by Sonic Foundry, Inc.



Revenues for the three and nine month periods ending September 30, 2002 amounted to $6,122 and $27,914, respectively. Interest income for the three and nine month periods ending September 30, 2002 was $6,122 and
$21,547, respectively. The realized gains ($6,367), recognized in the three month period ending March 31, 2002, resulted from the receipt of funds released from the escrow account created from the acquisition of Applied Electro-Optics Corporation, a
portfolio company, by AcceLight Networks, Inc.



General and administrative
expenses for the three and nine month periods ending September 30, 2003 amounted to $4,500 and $13,500, respectively, and consisted of directors fees. These amounts are the same as the comparable periods of 2002. Other operating expenses for the
three and nine month periods ending September 30, 2003 amounted to $40,784 and $91,617, respectively. Other operating expenses for the three and nine month periods ended September 30, 2002 amounted to $48,835 and $117,365, respectively. The decrease
in other operating expenses in both the three and nine month periods ending September 30, 2003 versus comparable periods of 2002 is due to reduced legal and accounting fees, and printing and distribution costs that were incurred in 2002 in
connection with the merger (See Footnote 2 to the Financial Statements) and the inclusion of Pennsylvania Capital Stock and Franchise Tax as other operating expenses due to the Funds status as a pass-through tax entity.



There was no income tax expense (benefit) recognized in the three and nine month periods
ending September 30, 2003. The income tax expense for the three and nine month periods ending September 30, 2002 amounted to $0 and $41,600, respectively, primarily due to the elimination of the previously recognized deferred tax asset partially
offset by the current recognition of a probable tax refund from a net operating loss carryback. A tax benefit had been recognized only to the extent of available net operating loss carrybacks and previously recorded unrealized appreciation on
investments in portfolio companies since realization of additional tax benefits was not sufficiently assured as to warrant recognition in the financial statements.



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, 2003, the
Registrant held cash, cash equivalents, and short-term investments in high quality commercial paper and U.S. Government securities of $185,571. Most of this amount, except for normal operating expenses, is available for investment in Portfolio
Securities.



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Statement by Management Concerning Review of Interim Financial Information

by Independent Certified Public
Accountants



The September 30, 2003 financial statements included in this
filing on Form 10-Q have been reviewed by Goff Backa Alfera & Company, LLC, independent certified public accountants, in accordance with established professional standards and procedures for such review. The report of Goff Backa Alfera &
Company, LLC commenting on their review accompanies the financial statements included in Item 1 of Part I.



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##### Table of Contents

Statement by Management Concerning the Fair Presentation

Of Interim Financial Information



The financial information included herein is unaudited; however, such information reflects
all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary to a fair statement of the results for the interim periods. The report of Goff Backa Alfera & Company, LLC commenting upon
their review accompanies the financial statements included in Item 1 of Part I.



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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, 2003 and September 30, 2002
| | -- | ---------------------------------------------------------------------------------------------------------------------------



| | 31.1 | Section 302 Certification of G. Richard Patton, President, Chief Executive Officer and Director
| | ---- | -----------------------------------------------------------------------------------------------



| | 31.2 | Section 302 Certification of Alvin J. Catz, Chief Financial Officer, Treasurer and Director
| | ---- | -------------------------------------------------------------------------------------------



| | (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 5, 2003                           |  | /s/G. Richard Patton                                                
|                                                 |  | G. Richard Patton President and Chief Executive Officer and Director
|                                                 | 
|Date: November 5, 2003                           |  | /s/Alvin J. Catz                                                    
|                                                 |  | Alvin J. Catz Chief Financial Officer, Treasurer and Director       



23