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FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

For the quarterly period ended June 30, 2004

OR

Commission file number 000-21593

WESTERN PENNSYLVANIA ADVENTURE CAPITAL FUND, LLC

(Exact Name of Registrant as Specified in its Charter)

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)

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 July 30, 2004: 4,222,870 Units.

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Part 1 – Financial Information

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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 June 30, 2004, and the related statements of operations, changes in net assets, and cash flows for the three and six month periods ended June 30, 2004 and 2003. 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, 2003 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 13, 2004, we expressed an unqualified opinion on those financial statements.

/s/ Goff Backa Alfera & Company, LLC

Pittsburgh, July 30, 2004

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Western Pennsylvania Adventure Capital Fund, LLC

Statements of Assets and Liabilities

As of

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

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Western Pennsylvania Adventure Capital Fund, LLC

Statements of Operations

For the Periods

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

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Western Pennsylvania Adventure Capital Fund, LLC

Statements of Operations

For the Periods

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

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Western Pennsylvania Adventure Capital Fund, LLC

Statements of Changes in Net Assets

For the Periods

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

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Western Pennsylvania Adventure Capital Fund, LLC

Statements of Changes in Net Assets

For the Periods

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

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

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

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Western Pennsylvania Adventure Capital Fund, LLC

Notes to Financial Statements

June 30, 2004

Note 1 – Summary of Significant Accounting Policies:

This summary of significant accounting policies of Western Pennsylvania Adventure Capital Fund, LLC and its predecessor organization, the Western Pennsylvania Adventure Capital Fund, a C Corporation (collectively and/or individually the “Fund”) is presented to assist in understanding the Fund’s financial statements. These accounting policies conform with 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, 2003 to December 31, 2003, contained in the Fund’s 2003 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 at cost, as a reduction of Members’ Equity.

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.

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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.

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, 2004 and June 30, 2003.

Cash and Cash Equivalents

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

Short Term Investments

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

In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 115, “Accounting for Certain Investments in Debt and Equity Securities,” the Fund classifies all short term investments as held-to-maturity (“HTM”).

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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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, 2004 and at December 31, 2003, none of the options had been exercised or had expired.

Income Taxes

The Fund has adopted the SFAS Standard No. 109, “Accounting for Income Taxes”, from its inception. SFAS 109 requires an asset and liability approach that recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Fund’s financial statements or tax returns. In estimating future tax consequences, SFAS 109 generally considers all expected future events other than enactments of changes in the tax law or rates. During the quarter ended December 31, 1999, the Fund recognized unrealized appreciation on its portfolio companies, and accordingly, began recognizing deferred taxes due to temporary timing differences in accordance with SFAS 109. As a result of the merger discussed in Note 2, any remaining deferred taxes were reversed during the three month period ended March 31, 2002.

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

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Note 2 – Merger

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

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

Note 3 – Sale of Securities

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

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

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

The Fund began offering for sale up to 2,750,000 shares of its Common Stock at $1.45 per share, or a maximum of $3,987,500, under an Offering Circular dated September 10, 1999 (“Second Offering Circular”). The Fund intends to use the proceeds from this sale of securities primarily to invest in the equity and/or debt securities of additional development stage companies located in western Pennsylvania, and to make follow on investments, as appropriate, in existing portfolio companies. The proceeds from this sale of securities have been temporarily invested, pending investments in portfolio companies, in cash equivalents, government securities, and high quality debt securities. A portion of these proceeds may be used for normal operating expenses. The Fund sold 2,057,787 shares ($2,983,792) of its Common Stock under this Second Offering Circular.

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, 2004, and December 31, 2003, $2,368,270 and $2,591,987 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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Note 4 – Investments in Portfolio Companies

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, is 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 have been invested in short term investments.

Neolinear produces computer aided design software for the semiconductor industry

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

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

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On April 19, 2003, the Fund purchased $10,000 Touchtown (formerly ElderVision) Convertible Promissory Notes (“Notes”). The Notes accrue interest at 10 percent per annum and mature on March 7, 2007. The Notes are payable in 36 monthly installments beginning April 7, 2004 with each payment consisting of one thirty-sixth of the principal amount, plus one thirty-sixth of the interest accrued on the principal amount, plus the interest accrued on the total remaining balance during the month preceding the payment. The Notes are subject to repayment by Touchtown at any time prior to maturity without penalty. The Notes are convertible at any time, principal and accrued interest, by the holder, into Touchtown Series B2 Preferred Stock at $0.224 per share. The Notes carry warrants one for each $5 of principal, to purchase Touchtown Common Stock for a period of five years.

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

On May 31, 2003, the Fund purchased 7,307 shares of True Commerce, Inc. (“True Commerce”) Class B Common Stock (“B Common”) at $1.71.06 per share for a total investment of $12,500. The B Common has pre-emptive and information rights, and has weighted average anti-dilution protection.

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

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.

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Note 6 – Short Term Investments

The Fund, pending investments in Portfolio Securities, temporarily invests its excess funds in short term high quality commercial paper, U.S. Government securities and municipal securities. These investments generally are purchased either at face value or at a discount or premium from face value and are redeemed at maturity at face value. Any discount/premium from face value represents unearned interest income/expense and is recognized over the remaining term of the security using the effective yield to maturity method. All of the short term investments are classified as HTM in accordance with SFAS No. 115. The Fund did not hold any HTM investments at December 31, 2003.

Short term investments at June 30, 2004 consisted at the following:

Note 7 – 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 $(1,179,840) as of June 30, 2004 and $(1,408,836) as of December 31, 2003. 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). Unrealized appreciation (depreciation) recognized in the three and six month periods ended June 30, 2003 was ($205,032) and ($205,032), respectively, which 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).

Note 8 – Related Party Transactions

Accrued liabilities at June 30, 2004 and December 31, 2003 include $3,000 and $4,500, respectively, 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.

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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, 2004 and at December 31, 2003, none of the options had been exercised or had expired.

Note 10 – 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 11 – Realized Gains/(Losses)

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, is 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 have been invested in short term investments.

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

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

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

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 June 30, 2004 and December 31, 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 June 30, 2004 and December 31, 2003.

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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, 2004 included interest income of $823 and $1,512, respectively, and realized gains of $343,275. Revenues for the three and six month periods ending June 30, 2003 included interest income of $4,023 and $8,372, respectively, and a realized loss of $111,309. The decline in interest income reflects both lower interest rates and a reduction in short term investments during most of the 2004 period due to additional investments in portfolio companies. 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 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. The realized loss ($111,309) recognized in the three month period ending June 30, 2003, resulted from the sale of 18,376 shares of Sonic Foundry, Inc. Common Stock. These shares had been received by the Registrant upon the acquisition of Media Site, one of the Registrant’s portfolio companies, by Sonic Foundry, Inc. The Registrant’s investment in Media Site was $128,748.33, and the proceeds of sale of Sonic Foundry, Inc. Common Stock were $17,438.90, resulting in a realized loss of $111,309.43.

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. General and administrative expenses for the three and six month periods ending June 30, 2003 amounted to $4,500 and $9,000, respectively, and consisted of directors fees. The decrease in directors fees resulted from the directors decision to reduce their fees.

Other operating expenses for the three and six month periods ending June 30, 2004 amounted to $16,369 and $42,585, respectively. Other operating expenses for the three and six month periods ending June 30, 2003 amounted to $30,111 and $50,833, respectively. Professional fees for the three and six month periods ending June 30, 2004 amounted to $7,712 and $24,666, respectively. Professional fees for the three and six month periods ending June 30, 2003, amounted to $21,113 and $30,394, respectively. The remaining other operating expenses consist primarily of administrative, clerical/secretarial and other related expenses, and amounted to $8,657 and $17,919, respectively, for the three and six month periods ended June 30, 2004. This compares with $8,998 and $20,439, respectively, for the three and six month periods ending June 30, 2003. 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, 2004, the Registrant held cash, cash equivalents, and short-term investments in high quality commercial paper and U.S. Government securities of $966,575. Most of this amount, except for normal operating expenses, is available for investment in Portfolio Securities.

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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, 2004 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

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Statement by Management Concerning Review of Interim Financial Information

by Independent Certified Public Accountants

The June 30, 2004 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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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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Part II – Other Information

Item 6. Exhibits and 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:

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