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FORM 10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

For the fiscal year ended December 31, 2004

OR

For the transition period from              to             

Commission file number 000-21593

Western Pennsylvania Adventure Capital Fund, LLC

(Exact Name of Registrant as Specified in its Charter)

Registrant’s Telephone Number, Including Area Code (412) 279-1760

Securities Registered Pursuant to Section 12 (b) of the Act:

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

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

Indicate by check mark if the disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Documents Incorporated by Reference: None

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Western Pennsylvania Adventure Capital Fund, LLC

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PART 1

Item 1. Business

Western Pennsylvania Adventure Capital Fund, LLC (the “Registrant”) was incorporated in Pennsylvania on May 23, 1996 as Western Pennsylvania Adventure Capital Fund (a C Corporation). As of February 28, 2002, the Western Pennsylvania Adventure Capital Fund (a C Corporation) was merged into its wholly owned and heretofore inactive subsidiary, the Western Pennsylvania Adventure Capital Fund, LLC (an LLC organization). The Western Pennsylvania Adventure Capital Fund, LLC has continued all of the operations of the Western Pennsylvania Adventure Capital Fund (a C Corporation). The Registrant did not begin its primary business activities until November 17, 1997, at which time the Registrant made its first investment in an early stage development company in western Pennsylvania.

During 1997, the Registrant concluded an offering of its common stock, par value $0.01 (the “Common Stock”) under Regulation E of the Securities Act of 1933 (the “First Offering”). On September 10, 1999, the Registrant initiated a second offering of its Common Stock under Regulation E of the Securities Act of 1933 (the “Second Offering”). This Second Offering concluded January 31, 2000. On July 14, 2000, the Registrant initiated a third offering of its Common Stock under Regulation E of the Securities Act of 1933 (the “Third Offering”). This Third Offering was extended through the earlier of March 31, 2001 or the sale of 875,000 shares of Common Stock. The Registrant intends to invest the net proceeds of the offerings primarily in the equity and/or debt securities (the “Portfolio Securities”) of development stage companies located in western Pennsylvania (the “Portfolio Companies”). The Registrant is seeking to identify companies with annual sales of less than $1 million which, in the opinion of management, have the potential within five years to achieve annual sales of at least $5 million and an internal rate of return on invested capital in excess of 30%. However, the Registrant may invest in Portfolio Companies which have higher initial sales or which do not meet these specified financial targets if management of the Registrant otherwise believes that the investment offers the potential for long-term capital appreciation. The Registrant does not have a policy of investing any specified percentage of its assets in debt or equity securities, and may invest 100% of its assets in either type of security.

The Registrant generally invests from $50,000 to $300,000 per Portfolio Company, but is not prohibited from making larger or smaller investments if management of the Registrant believes that it is in the interest of the Registrant to do so. For instance, the Registrant may make an initial investment within the above range and later find it necessary to make a “follow-on” investment if management determines that additional financing is required to enable a particular Portfolio Company to continue its operations or to complete an important contract or research and development project or other ongoing activity. Accordingly, although it is a policy of the Registrant to seek to diversify its investments (as to Portfolio Companies as well as types of industries), the Registrant is not prohibited from investing more than 10% of its funds available for investment in the Portfolio Securities of a single issuer or in Portfolio Companies engaged in a single industry. In certain circumstances, the Registrant may invest in particular Portfolio Companies on an installment, phase-in or staged basis with subsequent installments conditioned upon the Portfolio Company achieving specified performance milestones.

The Registrant has no policy with respect to concentrating in a particular industry or group of industries nor with respect to investing in a company with any particular investing partner. The Registrant intends to invest all or substantially all of its available assets (except assets invested in short-term obligations) in companies which are headquartered or conduct significant operations in western Pennsylvania. Furthermore, except for short-term investments, the Registrant intends initially to invest only in Portfolio Companies which constitute “eligible portfolio companies” within the meaning of such term under the Investment Company Act of 1940, as amended (the “1940 Act”). Generally, “eligible portfolio companies” are companies the securities of which are not publicly-traded. However, the Registrant shall be permitted to make additional investments (including “follow-on” investments) of up to 30% of its assets in the Portfolio Securities of companies which are not “eligible portfolio companies” so long as they were “eligible portfolio companies” when the Registrant originally invested in them. Such investments may be made through the exercise of warrants, the conversion of convertible debt securities, the purchase of debt or equity securities from the issuer or any holder of such securities or in any other manner permitted under the applicable provisions of the 1940 Act and the investments policies of the Registrant.

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Item 2. Properties

The Registrant does not own any properties.

Item 3. Legal Proceedings

There are no legal proceedings to which the Registrant is a party.

Item 4. Submission of Matters to a Vote of Security Holders

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

There were no other nominees.

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

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PART II

Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters

The Registrant’s Units are not traded on any national or regional securities exchange, and the Registrant has no intention of causing the units to be qualified for listing on the NASDAQ National Market or Small Cap systems. The Registrant is aware of the following trades in its Common Stock from May 23, 1996 (date of inception) through February 18, 2005 as follows:

As of February 18, 2005, the Registrant had approximately 190 unitholders.

No dividends have been declared on the Registrant’s Common Units. Management does not have as a policy the regular payment of dividends to investors. Generally, Management may reinvest interest, dividends or other distributions received from Portfolio Companies and any proceeds realized from the sale of Portfolio Securities in other Portfolio Companies. Management may distribute a portion of these cash receipts to unitholders to help cover the unitholders’ personal income tax liabilities resulting from any allocation of income due to the Registrant’s status as a LLC organization. There are no dividend restrictions.

Item 6. Selected Financial Data

The Registrant was incorporated on May 23, 1996, and began active business operations in November, 1997.

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WESTERN PENNSYLVANIA ADVENTURE CAPITAL FUND, LLC

SELECTED QUARTERLY FINANCIAL DATA

(Unaudited)

May 23, 1996

(Date of Inception)

Through

December 31, 1996

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WESTERN PENNSYLVANIA ADVENTURE CAPITAL FUND, LLC

SELECTED QUARTERLY FINANCIAL DATA

(Unaudited)

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WESTERN PENNSYLVANIA ADVENTURE CAPITAL FUND, LLC

SELECTED QUARTERLY FINANCIAL DATA

(Unaudited)

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WESTERN PENNSYLVANIA ADVENTURE CAPITAL FUND

SELECTED QUARTERLY FINANCIAL DATA

(Unaudited)

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WESTERN PENNSYLVANIA ADVENTURE CAPITAL FUND, LLC

SELECTED QUARTERLY FINANCIAL DATA

(Unaudited)

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WESTERN PENNSYLVANIA ADVENTURE CAPITAL FUND, LLC

SELECTED QUARTERLY FINANCIAL DATA

(Unaudited)

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

The Registrant was incorporated on May 23, 1996. The Registrant began, in late 1996, soliciting subscriptions for the purchase of a minimum of 1,000,000 shares and a maximum of 5,000,000 shares of its Common Stock through an Offering Circular dated November 7, 1996 under Regulation E of the Securities Act of 1933 (the “First Offering”). Under the terms of the First Offering, shares were being offered at $1.00 per share, with a minimum purchase of 10,000 shares per investor, subject to the discretion of the Registrant to accept subscriptions for fewer shares. The shares were being offered directly by the Registrant. There were no brokers, placement agents or other persons who received commissions or placement fees from the sale of shares under the First Offering.

During 1997, the Registrant sold 2,104,333 shares of its Common Stock under the First Offering, closed the First Offering, and began the process of identifying and evaluating prospective Portfolio Companies. Most of 1997 was devoted to soliciting subscriptions under the Offering, start up activities, and organizational matters. The Registrant made its initial investment in a Portfolio Company in November, 1997. Through December 31, 1998, the Registrant had invested in eight Portfolio Companies.

During 1999, the Registrant began soliciting subscriptions for the purchase of a maximum of 2,750,000 shares ($3,987,500) of its Common Stock under an Offering circular dated September 10, 1999 (the “Second Offering”). Under the terms of the Second Offering, shares were being offered at $1.45 per share, with a minimum purchase of 10,000 shares per investor, subject to the discretion of the Registrant to accept subscriptions for fewer shares. The shares were being offered directly by the Registrant. There were no brokers, placement agents or other persons who received commissions or placement fees from the sale of shares under the Second Offering.

The Fund concluded the sale of shares of its Common Stock under the Second Offering on January 31, 2000. During the course of this Second Offering, the Fund accepted subscriptions to purchase 2,057,787 shares ($2,983,792) of which 1,426,237 shares ($2,068,045) were received subsequent to December 31, 1999.

The Fund began offering for sale up to 875,000 shares of its Common Stock at $1.60 per share, or a maximum of $1,400,000, under an Offering Circular dated July 14, 2000 (“Third Offering Circular”). As of December 31, 2000, the Fund had received subscriptions to purchase 40,000 shares ($64,000). The Fund sold 62,750 shares of its Common Stock at $1.60 per share under the Third Offering Circular, and closed the Third Offering as of March 31, 2001.

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

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

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

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

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

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

During 1997, the Registrant sold $2,104,333 of its Common Stock under the First Offering, and closed the First Offering. The Registrant closed the escrow account which had been used to accumulate the funds. A portion of these funds was disbursed to pay accumulated obligations whose payment was deferred until funds were withdrawn from escrow. During the year ending December 31, 1999, the Registrant sold $915,747 of its Common Stock under the Second Offering. The Second Offering closed January 31, 2000. The Registrant sold $2,983,792 of its Common Stock under the Second Offering. During the year ending December 31, 2000, the Registrant sold $64,000 of its Common Stock under the Third Offering. The Third Offering was extended through the earlier of March 31, 2001 or the date the Third Offering was fully subscribed. The Registrant sold $100,400 of its Common Stock under the Third Offering and closed the Third Offering on March 31, 2001. The balance of the funds from these offerings has been temporarily invested, pending investment in Portfolio Securities, in cash equivalents, government securities, and high quality debt securities.

As of December 31, 2004, the Registrant had approximately $633,385 in cash and cash equivalents, and short term investments. Those funds were available for normal operating expenses and for investment in Portfolio Companies.

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Financial Condition, Liquidity and Capital Resources

The Registrant, through its sale of its Common Stock, raised $2,104,333 under the First Offering, $2,983,792 under the Second Offering, and $100,400 under the Third Offering. Most of this amount, except for operating expenses, was available for investment in Portfolio Securities. At December 31, 2004, $3,091,847 was invested in eighteen Portfolio Companies. A portion of these funds have been used for operating expenses, distributions to members, losses on investments, syndication costs, and purchases of treasury stock. The balance of the funds has been temporarily invested in short-term high quality commercial paper and government securities.

Inflation

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

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Item 8. Financial Statements and Supplementary Data

Index to Financial Statements and Supplementary Financial Data

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INDEPENDENT AUDITOR’S REPORT

To the Board of Directors and Shareholders

of the Western Pennsylvania Adventure Capital Fund, LLC

We have audited the accompanying statements of assets and liabilities of the Western Pennsylvania Adventure Capital Fund, LLC (a Pennsylvania limited liability corporation) as of December 31, 2004 and 2003, and the related statements of operations, changes in net assets, and cash flows for the years ended December 31, 2004, 2003, and 2002. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Western Pennsylvania Adventure Capital Fund, LLC as of December 31, 2004 and 2003, and the results of its operations, the changes in its net assets, and its cash flows for the years ended December 31, 2004, 2003, and 2002, in conformity with U.S. generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The financial statement schedules listed under item 15(a)(2) is presented for purposes of complying with the Securities and Exchange Commission’s rules and is not part of the basic financial statements. The schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, fairly states in all material respects the financial data required to be set forth therein in relation to the basic financial statements taken as a whole.

Goff Backa Alfera & Company, LLC

Pittsburgh, Pennsylvania

February 18, 2005

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Western Pennsylvania Adventure Capital Fund, LLC

Statements of Assets and Liabilities

As of

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

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Western Pennsylvania Adventure Capital Fund, LLC

Notes to Financial Statements

December 31, 2004

Note 1 – Summary of Significant Accounting Policies:

This summary of significant accounting policies of Western Pennsylvania Adventure Capital Fund, LLC and its predecessor organization, the Western Pennsylvania Adventure Capital Fund, a C Corporation (collectively and/or individually the “Fund”) is presented to assist in understanding the Fund’s financial statements. These accounting policies conform with U.S. generally accepted accounting principles and have been consistently applied in the preparation of the financial statements.

Nature of Operations

The Fund was incorporated on May 23, 1996, and began its primary business activities in November, 1997. The Fund has been formed to become a Business Development Company (“BDC”) and to be subject to the applicable provisions of the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund invests primarily in the equity and/or debt securities of development stage companies located in western Pennsylvania. The Fund seeks to make its investments in conjunction with a consortium of investment partners such as individual investors, other venture capital firms, private non-profit or for-profit companies or foundations, and federal, state or local public, quasi-public or publicly-supported economic development organizations, agencies or authorities which provide investment capital or low interest or other financing for economic development.

The Fund’s Board of Directors, which is elected by the members (previously by the shareholders) annually, has responsibility for management of the Fund, including authority to select portfolio securities for investment by the Fund. The Board is advised by the officers of the Fund and, through December 31, 1998, had been advised by The Enterprise Corporation of Pittsburgh (“Enterprise”), which served as the Fund’s investment advisor. Enterprise screened potential Portfolio Companies and presented them to the Fund’s Board for investment consideration, conducted due diligence reviews of investment candidates and managed the day-to-day operations of the Fund including, portfolio management, preparing reports to shareholders and performing administrative services. The recommendations of Enterprise as to investments were advisory only and were not binding on the Fund or its Board of Directors. Enterprise was a private, non-profit consulting firm founded in 1983 for the purpose of assisting entrepreneurs in developing new businesses in western Pennsylvania. As of December 31, 1998, Enterprise ceased operations and is no longer serving as the Fund’s investment advisor. The Fund’s Board of Directors now performs these activities.

Enterprise received a fee equal to 5% of the aggregate amount of assets invested by the Fund in portfolio securities for providing investment advisory and administrative services to the Fund. Enterprise may also have received compensation from investment partners or members of any investment consortium that invested with the Fund in portfolio securities, all on such basis as such other parties and Enterprise may have agreed.

Basis of Presentation – Net Assets

During 1996, the Fund began offering a total of 5,000,000 shares of its common stock, par value $.01, at a price of $1.00 per share under Regulation E of the Securities Act of 1933 (the “First Offering”). In connection with its services in organizing the formation and development of the Fund, Enterprise purchased 250,000 shares of common stock for $.01 per share, which represented 4.8% of the total potential outstanding shares of the Fund. The shares purchased by Enterprise represented founder’s shares. If less than 5,000,000 shares were sold in the First Offering, the Fund had the right to repurchase from Enterprise for $.01 per share such number of shares as would result in Enterprise’s ownership percentage in the Fund immediately following the First Offering being 4.8%.

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During 1997, the Fund sold 2,104,333 shares of its common stock and closed the First Offering. As of December 31, 1997, the Fund repurchased 143,899 shares of its common stock from Enterprise, thereby reducing Enterprise’s ownership to 106,101 shares, which represented 4.8% of the then total shares issued and outstanding (2,210,434 shares). The repurchased shares are presented as Treasury Stock, at cost, at December 31, 2000 and December 31, 1999.

On September 10, 1999, the Fund began offering a total of 2,750,000 shares of its common stock, par value $.01, at a price of $1.45 per share under Regulation E of the Securities Act of 1933 (the “Second Offering”). The Second Offering was extended through January 31, 2000. The Fund sold 2,057,787 shares of its common stock and closed the Second Offering.

On July 14, 2000, the Fund began offering a total of 875,000 shares of its common stock, par value $0.01 at a price of $1.60 per share under Regulation E of the Securities Act of 1933 (the “Third Offering”). The Third Offering was extended through the earlier of March 31, 2001 or the date the Third Offering was fully subscribed. As of March 31, 2001, the Fund sold 62,750 shares of its common stock under the Third Offering and closed the Third Offering.

Syndication Costs

Legal, accounting and other costs of $149,220 incurred in connection with the Fund’s First Offering, Second Offering and Third Offering have been capitalized and reported as a permanent reduction of net assets in accordance with U.S. generally accepted accounting principles. No syndication costs were incurred in the three year period ended December 31, 2004.

Cash and Cash Equivalents

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

Short Term Investments

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

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

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Investments in Portfolio Companies

Investments are stated at value. Investments for which market quotations are readily available are valued at the last trade price on or within one local business day of the date of determination as obtained from a pricing source. If no such trade price is available, such investments are valued at the quoted bid price or the mean between the quoted bid and asked price on the date of determination as obtained from a pricing source. Securities for which market quotations are not readily available are valued at fair value in good faith using methods determined by or under the direction of the Fund’s Board of Directors.

Start-Up and Organization Costs

Costs incurred in connection with the start-up and organization of the Fund had been deferred and were being amortized ratably over a period of 60 months beginning January 1, 1998. During the three month period ended June 30, 2002, the Fund, as a result of the recent merger (See Note 2), wrote off the remaining balance of $2,280 of deferred Start-Up and Organization Costs.

Earnings Per Share/Unit

During 1997, the Fund adopted SFAS No. 128, “Earnings Per Share”. Its application is not expected to affect the calculations of basic and diluted earnings per share/unit.

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

The Fund’s shareholders, at the annual meeting of shareholders held on November 17, 1999, approved a stock option plan which authorized the granting of options to purchase the Fund’s common stock to directors, officers, employees, and members of the advisory board of the Fund. Options to purchase 250,000 shares of the Fund’s common stock were granted to directors of the Fund under the terms of this stock option plan. On December 20, 2001, all of the directors returned their options to the Fund. The Fund may grant options to the directors at a future date.

The option committee on July 12, 2002 granted options to purchase 50,000 units of its members’ equity at an exercise price equal to the net asset value per unit as of June 30, 2002 to each of the Fund’s five directors (250,000 units in the aggregate). These options vest immediately. The net asset value per unit as of June 30, 2002 was $0.84 per unit.

Income Taxes

The Fund has adopted the SFAS Standard No. 109, “Accounting for Income Taxes”, from its inception. SFAS 109 requires an asset and liability approach that recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Fund’s financial statements or tax returns. In estimating future tax consequences, SFAS 109 generally considers all expected future events other than enactments of changes in the tax law or rates. During the years ended December 31, 2004, 2003 and 2002, the Fund recognized unrealized appreciation (depreciation) on its portfolio companies, and accordingly, recognized deferred taxes due to temporary timing differences in accordance with SFAS 109 until the Fund became a “pass through” entity for income tax purposes as of February 28, 2002. As a result of the merger discussed in Note 2, any remaining deferred taxes were reversed during the three month period ending March 31, 2002.

The Fund, as a result of becoming an LLC as of February 28, 2002, is treated as a “pass through” entity for income tax purposes, thus no income tax provision or related accruals is required. Any income tax liabilities incurred by the Fund are allocated to members of the Fund annually for inclusion in the members’ individual income tax returns. The Fund remains responsible for any Pennsylvania Capital Stock and Franchise Tax.

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Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes to those financial statements. Actual results could differ materially from these estimates.

Note 2 – Merger

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

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

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

Note 3 – Sale of Securities

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

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

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

The Fund began offering for sale up to 2,750,000 shares of its Common Stock at $1.45 per share, or a maximum of $3,987,500, under an Offering Circular dated September 10, 1999 (“Second Offering Circular”). The Fund has used the proceeds from this sale of securities primarily to invest in the equity and/or debt securities of additional development stage companies located in western Pennsylvania, and to make follow on investments, as appropriate, in existing portfolio companies. The proceeds from this sale of securities were temporarily invested, pending investments in portfolio companies, in cash equivalents, government securities, and high quality debt securities. A portion of these proceeds have been used for normal operating expenses. As of December 31, 1999, the Fund had received subscriptions to purchase 631,550 shares ($915,747). The Fund sold 2,057,787 shares of its common stock at $1.45 per share under the Second Offering Circular, and closed the Second Offering as of January 31, 2000.

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The Fund began offering for sale up to 875,000 shares of its Common Stock at $1.60 per share, or a maximum of $1,400,000, under an Offering Circular dated July 14, 2000 (“Third Offering Circular”). The Fund intends to use the proceeds from this sale of securities primarily to invest in the equity and/or debt securities of additional development stage companies located in western Pennsylvania, and to make follow on investments, as appropriate, in existing portfolio companies. The proceeds from this sale of securities have been temporarily invested, pending investments in portfolio companies, in cash equivalents, government securities, and high quality debt securities. A portion of these proceeds have been used for normal operating expenses. As of December 31, 2000, the Fund had received subscriptions to purchase 40,000 shares ($64,000). The Fund sold 62,750 shares of its Common Stock at $1.60 per share under the Third Offering, and closed at the Third Offering as of March 31, 2001.

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

Note 4 – Investments in Portfolio Companies

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

Allegheny Child Care Academy, Inc.

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

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

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

CoManage Corporation

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

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

e-Cruise, Inc.

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

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

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Neolinear, Inc.

On April 5, 2004, Neolinear, Inc. (“Neolinear”), one of the Fund’s portfolio companies, advised its shareholders that it had agreed to be acquired by Cadence Design Systems, Inc. (“Cadence”), under a merger agreement dated as of February 19, 2004 subject to Neolinear’s stockholders’ approval. Under the terms of the merger, a wholly-owned subsidiary of Cadence would merge with and into Neolinear and Neolinear would become a wholly-owned subsidiary of Cadence. An affirmative vote of 50% - 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 Neolinear had approved the merger.

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

Neolinear produces computer aided design software for the semiconductor industry

True Commerce, Inc.

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

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

Other Portfolio Companies

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

Akustica, Inc.

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

Automated Cell, Inc.

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

Compas Controls, Inc.

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

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Entigo Corporation

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

Fidelity Flight Simulation Incorporated

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

GamesParlor, Inc.

GamesParlor provides internet chess services and products to chess enthusiasts.

Interactive Information

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

MindMatrix, Inc.

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

Precision Therapeutics, Inc.

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

Quantapoint, Inc.

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