##### 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 June 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



Number of members units as of
August 3, 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 June 30, 2005 (unaudited) and December 31, 2004                                                                 |  | 4       
|       |  |                                                                                                                                                           
|       |  | Statements of Operations, for the Periods April 1, 2005 through June 30, 2005 (unaudited) and January 1, 2005 through June 30, 2005 (unaudited)            |  | 5       
|       |  |                                                                                                                                                           
|       |  | Statements of Operations, for the Periods April 1, 2004 through June 30, 2004 (unaudited) and January 1, 2004 through June 30, 2004 (unaudited)            |  | 6       
|       |  |                                                                                                                                                           
|       |  | Statements of Changes in Net Assets for the Periods April 1, 2005 through June 30, 2005 (unaudited) and January 1, 2005 through June 30, 2005 (unaudited)  |  | 7       
|       |  |                                                                                                                                                           
|       |  | Statements of Changes in Net Assets, for the Periods April 1, 2004 through June 30, 2004 (unaudited) and January 1, 2004 through June 30, 2004 (unaudited) |  | 8       
|       |  |                                                                                                                                                           
|       |  | Statements of Cash Flows, for the Periods April 1, 2005 through June 30, 2005 (unaudited) and January 1, 2005 through June 30, 2005 (unaudited)            |  | 9       
|       |  |                                                                                                                                                           
|       |  | Statements of Cash Flows, for the Periods April 1, 2004 through June 30, 2004 (unaudited) and January 1, 2004 through June 30, 2004 (unaudited)            |  | 10      
|       |  |                                                                                                                                                           
|       |  | Notes to Financial Statements                                                                                                                              |  | 11      
|       |  |                                                                                                                                                           
|Item 2 |  | Managements Discussion and Analysis of Financial Condition and Results Of Operations                                                                      |  | 20      
|       |  |                                                                                                                                                           
|Item 3 |  | Quantitative and Qualitative Disclosures About Market Risk                                                                                                 |  | 21      
|       |  |                                                                                                                                                           
|Item 4 |  | Controls and Procedures                                                                                                                                    |  | 21      



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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 June 30, 2005, and the
related statements of operations, changes in net assets, and cash flows for the three-month and six-month periods ended June 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

August 3, 2005



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##### Table of Contents

Western Pennsylvania Adventure Capital Fund, LLC

Statements of Assets and Liabilities

As of



|                                            |  |               |           |                   |   |          
|------------------------------------------- |  | ------------- | --------- | ----------------- | - | ---------
|                                            |  | June 30, 2005 |           | December 31, 2004
|                                            |  | (unaudited)   |           |                  
|Assets                                      |  |               |           |                   |   |          
|Cash and Cash Equivalents                   |  | $             | 11,543    |                   | $ | 33,385   
|Short Term Investments, Net                 |  |               | 475,000   |                   |   | 600,000  
|Receivables                                 |  |               | 23,963    |                   |   | 23,821   
|Investment in Portfolio Companies           |  |               | 2,198,484 |                   |   | 2,386,604
|                                            |  |               |           |                   |   |          
|Total Assets                                |  | $             | 2,708,990 |                   | $ | 3,043,810
|                                            |  |               |           |                   |   |          
|Liabilities                                 |  |               |           |                   |   |          
|Accounts Payable                            |  | $             | 0         |                   | $ | 0        
|Accrued Liabilities                         |  |               | 13,800    |                   |   | 14,800   
|                                            |  |               |           |                   |   |          
|Total Liabilities                           |  | $             | 13,800    |                   | $ | 14,800   
|                                            |  |               |           |                   |   |          
|Net Assets                                  |  |               |           |                   |   |          
|Members Equity Outstanding 4,222,870 Units |  | $             | 2,695,190 |                   | $ | 3,029,010
|                                            |  |               |           |                   |   |          
|Net Assets Applicable to Units Outstanding  |  | $             | 2,695,190 |                   | $ | 3,029,010
|                                            |  |               |           |                   |   |          
|Net Assets Value Per Unit                   |  | $             | 0.64      |                   | $ | 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



|                                                             |  |                                     |          |   |                                       |   |          |  
|------------------------------------------------------------ |  | ----------------------------------- | -------- | - | ------------------------------------- | - | -------- | -
|                                                             |  | April 1, 2005 through June 30, 2005 |          |   | January 1, 2005 Through June 30, 2005 |  
|                                                             |  | (unaudited)                         |          |   | (unaudited)                           |  
|Revenues:                                                    |  |                                     |          |   |                                       |   |          |  
|Interest                                                     |  | $                                   | 3,393    |   |                                       | $ | 6,294    |  
|Realized (Losses)                                            |  |                                     | (227,204 | ) |                                       |   | (332,204 | )
|                                                             |  |                                     |          |   |                                       |   |          |  
|Total Revenues                                               |  |                                     | (223,811 | ) |                                       |   | (325,910 | )
|                                                             |  |                                     |          |   |                                       |   |          |  
|Expenses:                                                    |  |                                     |          |   |                                       |   |          |  
|General and Administration                                   |  |                                     | 3,000    |   |                                       |   | 6,000    |  
|Other Operating Expenses                                     |  |                                     | 16,302   |   |                                       |   | 43,179   |  
|                                                             |  |                                     |          |   |                                       |   |          |  
|Total Expenses                                               |  |                                     | 19,302   |   |                                       |   | 49,179   |  
|                                                             |  |                                     |          |   |                                       |   |          |  
|Unrealized appreciation/(depreciation)  Portfolio companies |  |                                     | (63,731  | ) |                                       |   | 41,269   |  
|                                                             |  |                                     |          |   |                                       |   |          |  
|(Loss) Before Income Tax                                     |  |                                     | (306,844 | ) |                                       |   | (333,820 | )
|                                                             |  |                                    
|Income Tax Expense (Benefit)                                 |  |                                     | 0        |   |                                       |   | 0        |  
|                                                             |  |                                     |          |   |                                       |   |          |  
|Net (Loss)                                                   |  | $                                   | (306,844 | ) |                                       | $ | (333,820 | )
|                                                             |  |                                     |          |   |                                       |   |          |  
|(Loss) Per Unit                                              |  | $                                   | (0.07    | ) |                                       | $ | (0.08    | )
|                                                             |  |                                     |          |   |                                       |   |          |  



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



|                                                             |  |                                     |         |                                       |   |        
|------------------------------------------------------------ |  | ----------------------------------- | ------- | ------------------------------------- | - | -------
|                                                             |  | April 1, 2004 through June 30, 2004 |         | January 1, 2004 Through June 30, 2004
|                                                             |  | (unaudited)                         |         | (unaudited)                          
|Revenues:                                                    |  |                                     |         |                                       |   |        
|Interest                                                     |  | $                                   | 823     |                                       | $ | 1,512  
|Realized Gains (Losses), net                                 |  |                                     | 343,275 |                                       |   | 343,275
|                                                             |  |                                     |         |                                       |   |        
|Total Revenues                                               |  |                                     | 344,098 |                                       |   | 344,787
|                                                             |  |                                     |         |                                       |   |        
|Expenses:                                                    |  |                                     |         |                                       |   |        
|General and Administration                                   |  |                                     | 3,000   |                                       |   | 6,000  
|Other Operating Expenses                                     |  |                                     | 16,369  |                                       |   | 42,585 
|                                                             |  |                                     |         |                                       |   |        
|Total Expenses                                               |  |                                     | 19,369  |                                       |   | 48,585 
|                                                             |  |                                     |         |                                       |   |        
|Unrealized Appreciation (Depreciation)  Portfolio companies |  |                                     | 228,996 |                                       |   | 228,996
|                                                             |  |                                     |         |                                       |   |        
|Profit Before Income Tax                                     |  |                                     | 553,725 |                                       |   | 525,198
|                                                             |  |                                    
|Income Tax Expense                                           |  |                                     | 0       |                                       |   | 0      
|                                                             |  |                                     |         |                                       |   |        
|Net Profit                                                   |  | $                                   | 553,725 |                                       | $ | 525,198
|                                                             |  |                                     |         |                                       |   |        
|Earnings Per Unit                                            |  | $                                   | 0.13    |                                       | $ | 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



|                                      |  |                                     |           |   |                                       |   |           |  
|------------------------------------- |  | ----------------------------------- | --------- | - | ------------------------------------- | - | --------- | -
|                                      |  | April 1, 2005 through June 30, 2005 |           |   | January 1, 2005 through June 30, 2005 |  
|                                      |  | (unaudited)                         |           |   | (unaudited)                           |  
|From Operations                       |  |                                     |           |   |                                       |   |           |  
|Net (Loss)                            |  | $                                   | (306,844  | ) |                                       | $ | (333,820  | )
|                                      |  |                                     |           |   |                                       |   |           |  
|Net Increase (Decrease) in Net Assets |  |                                     | (306,844  | ) |                                       |   | (333,820  | )
|                                      |  |                                    
|Net Assets:                           |  |                                     |           |   |                                       |   |           |  
|Beginning of Period                   |  |                                     | 3,002,034 |   |                                       |   | 3,029,010 |  
|                                      |  |                                     |           |   |                                       |   |           |  
|End of Period                         |  | $                                   | 2,695,190 |   |                                       | $ | 2,695,190 |  
|                                      |  |                                     |           |   |                                       |   |           |  



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



|                           |  |                                     |           |                                       |   |          
|-------------------------- |  | ----------------------------------- | --------- | ------------------------------------- | - | ---------
|                           |  | April 1, 2004 through June 30, 2004 |           | January 1, 2004 Through June 30, 2004
|                           |  | (unaudited)                         |           | (unaudited)                          
|From Operations            |  |                                     |           |                                       |   |          
|Net Income                 |  | $                                   | 553,725   |                                       | $ | 525,198  
|                           |  |                                     |           |                                       |   |          
|Net Increase in Net Assets |  |                                     | 553,725   |                                       |   | 525,198  
|                           |  |                                    
|Net Assets:                |  |                                     |           |                                       |   |          
|Beginning of Period        |  |                                     | 2,789,309 |                                       |   | 2,817,836
|                           |  |                                     |           |                                       |   |          
|End of Period              |  | $                                   | 3,343,034 |                                       | $ | 3,343,034
|                           |  |                                     |           |                                       |   |          



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 Cash Flows

For the Periods



|                                                    |  |                                     |          |   |                                       |   |          |  
|--------------------------------------------------- |  | ----------------------------------- | -------- | - | ------------------------------------- | - | -------- | -
|                                                    |  | April 1, 2005 through June 30, 2005 |          |   | January 1, 2005 through June 30, 2005 |  
|                                                    |  | (unaudited)                         |          |   | (unaudited)                           |  
|Cash Flow from Operating Activities:                |  |                                     |          |   |                                       |   |          |  
|                                                    |  |                                    
|(Loss)                                              |  | $                                   | (306,844 | ) |                                       | $ | (333,820 | )
|                                                    |  |                                    
|Change in Assets and Liabilities:                   |  |                                     |          |   |                                       |   |          |  
|Receivables  (Increase) Decrease                   |  |                                     | (104     | ) |                                       |   | (142     | )
|Accounts Payable  Increase (Decrease)              |  |                                     | 0        |   |                                       |   | 0        |  
|Accrued Liabilities  Increase (Decrease)           |  |                                     | (1,000   | ) |                                       |   | (1,000   | )
|                                                    |  |                                     |          |   |                                       |   |          |  
|Net Cash Provided By (Used in) Operating Activities |  |                                     | (307,948 | ) |                                       |   | (334,962 | )
|Cash Flow from Investing Activities:                |  |                                     |          |   |                                       |   |          |  
|Investment in Portfolio Companies, net              |  |                                     | 202,722  |   |                                       |   | 188,120  |  
|Short Term Investments                              |  |                                     | 100,000  |   |                                       |   | 125,000  |  
|                                                    |  |                                     |          |   |                                       |   |          |  
|Net Cash Provided by (Used in) Investing Activities |  |                                     | 302,722  |   |                                       |   | 313,120  |  
|                                                    |  |                                     |          |   |                                       |   |          |  
|Net (Decrease) in Cash and Cash Equivalents         |  |                                     | (5,226   | ) |                                       |   | (21,842  | )
|                                                    |  |                                    
|Cash and Cash Equivalents at Beginning of Period    |  |                                     | 16,769   |   |                                       |   | 33,385   |  
|                                                    |  |                                     |          |   |                                       |   |          |  
|Cash and Cash Equivalents at End of Period          |  | $                                   | 11,543   |   |                                       | $ | 11,543   |  
|                                                    |  |                                     |          |   |                                       |   |          |  



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 Cash Flows

For the Periods



|                                                     |  |                                     |          |   |                                       |   |          |  
|---------------------------------------------------- |  | ----------------------------------- | -------- | - | ------------------------------------- | - | -------- | -
|                                                     |  | April 1, 2004 through June 30, 2004 |          |   | January 1, 2004 through June 30, 2004 |  
|                                                     |  | (unaudited)                         |          |   | (unaudited)                           |  
|Cash Flow from Operating Activities:                 |  |                                     |          |   |                                       |   |          |  
|                                                     |  |                                    
|Income                                               |  | $                                   | 553,725  |   |                                       | $ | 525,198  |  
|Change in Assets and Liabilities:                    |  |                                     |          |   |                                       |   |          |  
|Receivables  (Increase) Decrease                    |  |                                     | 56       |   |                                       |   | (443     | )
|Accounts Payable  Increase (Decrease)               |  |                                     | 0        |   |                                       |   | (1,096   | )
|Accrued Liabilities  Increase (Decrease)            |  |                                     | 0        |   |                                       |   | (2,500   | )
|                                                     |  |                                     |          |   |                                       |   |          |  
|Net Cash Provided By (Used in) Operating Activities  |  |                                     | 553,781  |   |                                       |   | 521,159  |  
|                                                     |  |                                     |          |   |                                       |   |          |  
|Cash Flow from Investing Activities:                 |  |                                     |          |   |                                       |   |          |  
|Short Term Investments, Net of Redemptions           |  |                                     | (900,000 | ) |                                       |   | (900,000 | )
|Investment in Portfolio Companies, net               |  |                                     | 223,717  |   |                                       |   | 223,717  |  
|                                                     |  |                                     |          |   |                                       |   |          |  
|Net Cash Provided by (Used in) Investing Activities  |  |                                     | (676,283 | ) |                                       |   | (676,283 | )
|                                                     |  |                                     |          |   |                                       |   |          |  
|Net Increase (Decrease) in Cash and Cash Equivalents |  |                                     | (122,502 | ) |                                       |   | (155,124 | )
|                                                     |  |                                    
|Cash and Cash Equivalents at Beginning of Period     |  |                                     | 189,077  |   |                                       |   | 221,699  |  
|                                                     |  |                                     |          |   |                                       |   |          |  
|Cash and Cash Equivalents at End of Period           |  | $                                   | 66,575   |   |                                       | $ | 66,575   |  
|                                                     |  |                                     |          |   |                                       |   |          |  



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



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##### Table of Contents

Western Pennsylvania Adventure Capital Fund, LLC

Notes to Financial Statements

June 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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##### Table of Contents

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 six month periods ended June 30, 2005 and June 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).



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##### Table of Contents

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.



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



13



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##### Table of Contents

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.



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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##### Table of Contents

The Fund began offering for sale up to 875,000 shares of its Common Stock at $1.60 per share, or a maximum of $1,400,000,
under an Offering Circular dated July 14, 2000 (Third Offering Circular). The Fund intends to use the proceeds from this sale of securities primarily to invest in the equity and/or debt securities of additional development stage
companies located in western Pennsylvania, and to make follow on investments, as appropriate, in existing portfolio companies. The proceeds from this sale of securities 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 June 30, 2005, and December 31, 2004, $2,198,484 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 April 18, 2005, the Fund purchased 222,553 shares of TimeSys Corporation Series A-2 Preferreed Stock (TimeSys A-2) at $0.085940 per share for a total
investment of $19,126. At the same time, the Fund converted its TimeSys Corporation 6 percent Subordinated Secured Demand Loan (TimeSys Loan) dated March 17, 2005 in the amount of $3,166 into 36,835 shares of TimeSys A-2 at $0.085940 per
share. The Fund received a payment of $20 representing interest earned on the TimeSys Loan.



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



On April 21, 2005, the Fund purchased 23,000 shares of Akustica, Inc. Series B Preferred Stock at $3.04 per share for a total investment of $69,920.



On April 5, 2004, Neolinear, Inc. (Neolinear), one of the Funds portfolio
companies, advised its shareholders that it had agreed to be acquired by Cadence Design Systems, Inc. (Cadence), under a merger agreement dated as of February 19, 2004 subject to Neolinears stockholders approval. Under the
terms of the merger, a wholly-owned subsidiary of Cadence would merge with and into Neolinear and Neolinear would become a wholly-owned subsidiary of Cadence. An affirmative vote of 50%66-2/3%, dependent upon the various classes of capital
stock, was required to adopt and approve the proposals. On April 27, 2004, the Fund received notification that the stockholders of the Neolinear had approved the merger.



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



Neolinear produces computer aided design software for the semiconductor industry



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##### Table of Contents

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



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



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



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



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



Note 5  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 either at face value or 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 in accordance with SFAS No. 115.



Short term investments at June 30, 2005 and December 31, 2004 consisted at the following
(valued at cost):



|                                                    |  |               |         |                   |   |        
|--------------------------------------------------- |  | ------------- | ------- | ----------------- | - | -------
|Description                                         |  | June 30, 2005 |         | December 31, 2004
|Delaware County PA Authority College Revenue Bonds  |  | $             | 175,000 |                   | $ | 200,000
|Northampton County PA General Purpose Revenue Bonds |  |               | 100,000 |                   |   | 200,000
|Quakertown PA General Authority Revenue Bonds       |  |               | 200,000 |                   |   | 200,000
|                                                    |  |               |         |                   |   |        
|Total                                               |  | $             | 475,000 |                   | $ | 600,000
|                                                    |  |               |         |                   |   |        



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##### Table of Contents

Note 6  Unrealized Appreciation



The Fund recognizes unrealized appreciation (depreciation) on its portfolio companies when significant and material events have occurred
that clearly indicates that an adjustment to the carrying value of those investments is appropriate. Unrealized appreciation (depreciation) was $(663,972) as of June 30, 2005 and $(705,241) as of December 31, 2004. Unrealized appreciation
(depreciation) recognized in the three and six month periods ended June 30, 2005 was $(63,731) and $41,269, respectively. The $(63,731) represents a reversal of previously recorded unrealized appreciation in order to recognize a realized loss on the
investment in Entigo Corporation. (See Note 10). The $41,269 represents the aforementioned $(63,731) recognized in the three months ended June 30, 2005 offset by $105,000 reversal of previously recorded unrealized depreciation in order to recognize
a realized loss on the investment in Interactive Information. Unrealized appreciation (depreciation) recognized in the three and six month periods ended June 30, 2004 was $228,996 which represents a reversal of previously recorded unrealized
depreciation in order to recognize a realized loss on the investment in Allegheny Child Care Academy, Inc. (See Note 4).



Note 7  Related Party Transactions



Accrued liabilities at June 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.



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



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##### Table of Contents

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 ending June 30, 2005, the Fund determined that there was no
possibility of a recovery of any of its investment in Entigo Corporation, and recognized a realized loss of its total investment, $(227,204).



Realized gains (losses) for the three month period ending June 30, 2004 were $343,275.



On April 5, 2004, Neolinear, Inc. (Neolinear), one of the Funds portfolio companies, advised its shareholders that it had
agreed to be acquired by Cadence Design Systems, Inc. (Cadence), under a merger agreement dated as of February 19, 2004 subject to Neolinears stockholders approval. Under the terms of the merger, a wholly-owned subsidiary of
Cadence would merge with and into Neolinear and Neolinear would become a wholly-owned subsidiary of Cadence. An affirmative vote of 50%66-2/3%, dependent upon the various classes of capital stock, was required to adopt and approve the
proposals. On April 27, 2004, the Fund received notification that the stockholders of the Neolinear had approved the merger.



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



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



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



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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 June 30, 2005 and December 31, 2004.



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 June 30, 2005 and December 31, 2004.



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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 six month periods ending June 30, 2005 included interest income of $3,393 and $6,294, respectively, and realized losses of $(227,204) and
$(332,204), respectively. Revenues for the three and six month periods ending June 30, 2004 included interest income of $823 and $1,512, respectively, and realized gains of $343,275.



The realized loss in the three months ending June 30, 2005 of $(227,204), resulted from the write off of the Registrants investment in
Entigo Corporation. During the three month period ending June 30, 2005, the Registrant determined that there was no possibility of a recovery of any of its investment in Entigo Corporation. The realized loss in the six month period ending June 30,
2005 of $(332,204) includes the aforementioned loss on Entigo Corporation and a realized loss during the three months ending March 31, 2005 of ($105,000) on the Registrants investment in Interactive Information.



The realized gains of $343,275 recognized in the three and six month periods ending June 30,
2004 resulted from: (1) the acquisition of Neolinear, one of the Registrants portfolio companies, by Cadence Design Systems, Inc. which resulted in a realized gain to the Registrant of $572,271; and (2) the bankruptcy filing of Allegheny Child
Care Academy, Inc., one of the Registrants portfolio companies, which caused the write off of the Registrants investment at a loss of $228,996.



General and administrative expenses for the three and six month periods ending June 30, 2005 amount to $3,000 and $6,000, respectively, and consisted of directors fees.
General and administrative expenses for the three and six month periods ending June 30, 2004 amounted to $3,000 and $6,000, respectively, and consisted of directors fees.



Other operating expenses for the three and six month periods ending June 30, 2005 amounted to $16,302 and $43,179, respectively. Other
operating expenses for the three and six month periods ending June 30, 2004 amounted to $16,369 and $42,585, respectively. Professional fees for the three and six month periods ending June 30, 2005 amounted to $8,715 and $25,846, respectively
Professional fees for the three and six month periods ending June 30, 2004 amounted to $7,712 and $24,666, respectively. The remaining other operating expenses consist primarily of administrative, clerical/secretarial and other related expenses, and
amounted to $7,587 and $17,333, respectively, for the three and six month periods ended June 30, 2005. This compares with $8,657 and $17,919, respectively, for the three and six month periods ending June 30, 2004. The decrease in professional fees
results from a lower level of new investment activity.



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 June 30, 2005, the Registrant held cash, cash equivalents, and short-term investments in high quality commercial paper and U.S. Government securities of
$486,543. Most of this amount, except for normal operating expenses, is available for investment in Portfolio Securities.



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##### Table of Contents

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 six month periods ended June 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 unit for the three and six month periods ended June 30, 2005 and June 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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##### Table of Contents

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: August 3, 2005                             |  | /s/ G. Richard Patton                             
|                                                 |  | G. Richard Patton                                 
|                                                 |  | President and Chief Executive Officer and Director
|                                                 | 
|Date: August 3, 2005                             |  | /s/ Alvin J. Catz                                 
|                                                 |  | Alvin J. Catz                                     
|                                                 |  | Chief Financial Officer, Treasurer and Director   



23