FORM 10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, ~~2005~~2008

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

For the transition period from to

Commission file number 814-00131

Western Pennsylvania Adventure Capital Fund, LLC

(Exact Name of Registrant as Specified in its Charter)

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)		(Zip Code)

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

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


Title of Each Class		Name of Each Exchange on Which Registered
Common Stock, $.01 Par Value		None

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

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. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See ~~definition~~ the definitions of “large accelerated filer,” ~~and large~~ “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. ~~(Check one):~~

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x (Do not check if a smaller reporting company) Smaller reporting company ¨

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

State the aggregate market value of the voting units held by nonaffiliates of the registrant at February 1516, ~~2006~~2009: $21,~~286~~773,~~010~~ 605

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

Class		Outstanding at February 1516, ~~2006~~2009
Members units, $.01 par value		4,222,870

Documents Incorporated by Reference: None

Western Pennsylvania Adventure Capital Fund, LLC

Table of Contents

		~~Page No.~~	Page No.
Part I
~~Item 1.~~	~~Business~~Item 1.	3Business	3
~~Item 2.~~	~~Properties~~Item 2.	4Properties	4
~~Item 3.~~	~~Legal~~Item ~~Proceedings~~3.	4Legal Proceedings	4
~~Item 4.~~	~~Submission~~Item ~~of Matters to a Vote of Security Holders~~4.	4Submission of Matters to a Vote of Security Holders	4
Part II
~~Item 5.~~	~~Market~~Item ~~for Registrant’s Common Equity and Related Stockholder Matters~~5.	5Market for Registrant’s Common Equity and Related Stockholder Matters	5
~~Item 6.~~	~~Selected~~Item ~~Financial Data~~6.	5Selected Financial Data	5
~~Item 7.~~	~~Management’s~~Item ~~Discussion and Analysis of Financial Condition And Results of Operations~~7.	12Management’s Discussion and Analysis of Financial Condition And Results of Operations	14
~~Item 7A.~~	~~Quantitative~~Item ~~and Qualitative Disclosures About Market Risk~~7A.	14Quantitative and Qualitative Disclosures About Market Risk	16
~~Item 8.~~	~~Financial~~Item ~~Statements and Supplementary Data~~8.	15Financial Statements and Supplementary Data	17
~~Item 9.~~	~~Changes~~Item ~~in and Disagreements with Accountants on Accounting And Financial Disclosure~~9.	33Changes in and Disagreements with Accountants on Accounting And Financial Disclosure	35
~~Item 9A.~~	~~Controls~~Item ~~and Procedures~~9A.	33Controls and Procedures	35
~~Item 9B.~~	~~Other~~Item ~~Information~~9B.	33Other Information	35
Part III
~~Item 10.~~	~~Directors~~Item ~~and Executive Officers of the Registrant~~10.	34Directors and Executive Officers of the Registrant	36
~~Item 11.~~	~~Executive~~Item ~~Compensation~~11.	39Executive Compensation	40
~~Item 12.~~	~~Security~~Item ~~Ownership of Certain Beneficial Owners and Management~~12.	39Security Ownership of Certain Beneficial Owners and Management	40
~~Item 13.~~	~~Certain~~Item ~~Relationships and Related Transactions~~13.	40Certain Relationships and Related Transactions	41
~~Item 14.~~	~~Principal~~Item ~~Accounting Fees and Services~~14.	41Principal Accounting Fees and Services	42
Part IV
~~Item 15.~~	~~Exhibits,~~Item ~~Financial Statement Schedules, and Reports on Form 8-K~~15.	42Exhibits, Financial Statement Schedules, and Reports on Form 8-K	43

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.

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 November 119, ~~2005~~2008. 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.

(a)

Election of directors for terms of one year:

G. Richard Patton		For 2,~~406~~922,~~775~~477 units, Against 0 units, Withheld 060,043 units
Alvin J. Catz		For 2,~~406~~922,~~775~~477 units, Against 0 units, Withheld 060,043 units
William F. Rooney		For 2,~~406~~922,~~775~~477 units, Against 0 units, Withheld 060,043 units
Philip J. Samson		For 2,~~406~~922,~~775~~477 units, Against 0 units, Withheld 060,043 units
Douglas F. Schofield		For 2,~~406~~922,~~775~~477 units, Against 0 units, Withheld 060,043 units

There were no other nominees.

(b) Ratify appointment of Goff Backa Alfera & Company, LLC as the Registrant’s independent certified public accountants for the fiscal year ending December 31, ~~2005~~2008.

For 2,~~406~~957,~~775~~520 units, Against 05,000 units, Withheld 020,000 units.

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 1516, ~~2006~~2009 as follows:

Period	~~Number Of Shares~~NumberOfShares	~~Price Per Share~~PricePerShare
Second Quarter 1998	10,000	$	1.05
Second Quarter 1998	25,000	$	1.05
Third Quarter 1998	10,000	$	1.00
First Quarter 2000	8,000	$	1.45
Fourth Quarter 2000	5,000	$	1.45

As of February 1516, ~~2006~~2009, 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.

	January 1, 2005 Through December 31, 2005			January 1, 2004 Through December 31, 2004			January 1, 2003 Through December 31, 2003
	January 1, 2008ThroughDecember 31, 2008			January 1, 2007ThroughDecember 31, 2007			January 1, 2006ThroughDecember 31, 2006
Revenues	$	(~~646~~8,~~803~~329	)	$	(~~123~~834,~~748~~943	)	$	~~(402~~140,~~196~~402	)
Net income (loss)	$	(~~743~~409,~~000~~741	)	$	~~464~~(360,~~546~~901	)	$	(~~376~~171,~~755~~661	)
Net income (loss) per share/unit	$	(0.1810	)	$	(0.1109	)	$	(0.0904	)
Cash dividends/Other cash distributions	$	0		$	~~253,372~~0		$	0
Total assets	$	21,~~303~~361,~~310~~799		$	31,~~043~~776,~~810~~040		$	2,~~837~~130,~~232~~959
Net assets applicable to shares/units outstanding	$	21,~~286~~349,~~010~~689		$	31,~~029~~759,~~010~~430		$	2,~~817~~114,~~836~~349
Net asset (deficit) value per share/unit	$	0.5432		$	0.7242		$	0.6750
Syndication costs	$	149,220		$	149,220		$	149,220

	January 1, 2002 Through December 31, 2002			January 1, 2001 Through December 31, 2001			January 1, 2000 Through December 31, 2000
	January 1, 2005ThroughDecember 31, 2005			January 1, 2004ThroughDecember 31, 2004			January 1, 2003ThroughDecember 31, 2003
Revenues	$	(44646,~~586~~803	)	$	~~202~~(123,~~911~~748	)	$	~~274~~(402,~~234~~196	)
Net income (loss)	$	(~~630~~743,~~083~~000	)	$	(1464,~~544,681~~546	)	$	~~335~~(376,~~286~~755	)
Net income (loss) per share/unit	$	(0.1518	)	$	(0.3711	)	$	(0.0809	)
Cash dividends	$	0		$	0		$	0
Cash dividends/Other cash distributions	$	0		$	253,372		$	0
Total assets	$	32,~~212~~303,~~997~~310		$	3,~~863~~043,~~879~~810		$	52,~~639~~837,~~958~~232
Net assets applicable to shares/units outstanding	$	32,~~194~~286,~~591~~010		$	3,~~825~~029,~~754~~010		$	52,~~334~~817,~~035~~836
Net asset (deficit) value per share/unit	$	0.7654		$	0.9172		$	10.2767
Syndication costs	$	149,220		$	149,220		$	149,220
	January 1, 1999 Through December 31, 1999			January 1, 1998 Through December 31, 1998			January 1, 1997 Through December 31, 1997
	January 1, 2002ThroughDecember 31, 2002			January 1, 2001ThroughDecember 31, 2001			January 1, 2000ThroughDecember 31, 2000
Revenues	$	99(44,~~844~~586	)	$	99202,~~467~~911		$	74274,~~205~~234
Net income (loss)	$	~~100~~(630,~~378~~083	)	$	3(1,~~049~~544,681	)	$	16335,~~588~~286
Net income (loss) per share	$	.04		$	.00		$	.01
Net income (loss) per share/unit	$	(0.15	)	$	(0.37	)	$	.08
Cash dividends	$	0		$	0		$	0
Total assets	$	3,~~099~~212,~~817~~997		$	23,~~068~~863,~~514~~879		$	25,~~054~~639,~~900~~958
Net assets applicable to shares outstanding	$	3,005,447		$	2,039,418		$	2,036,369
Net assets applicable to shares/units outstanding	$	3,194,591		$	3,825,754		$	5,334,035
Net asset (deficit) value per share	$	1.06		$	.92		$	.92
Net asset (deficit) value per share/unit	$	0.76		$	0.91		$	1.27
Syndication costs	$	~~135~~149,~~604~~220		$	85149,~~507~~220		$	85149,~~507~~220
	January 1, 1999ThroughDecember 31, 1999			January 1, 1998ThroughDecember 31, 1998			January 1, 1997ThroughDecember 31, 1997
Revenues	$	99,844		$	99,467		$	74,205
Net income (loss)	$	100,378		$	3,049		$	16,588
Net income (loss) per share	$	.04		$	.00		$	.01
Cash dividends	$	0		$	0		$	0
Total assets	$	3,099,817		$	2,068,514		$	2,054,900
Net assets applicable to shares outstanding	$	3,005,447		$	2,039,418		$	2,036,369
Net asset (deficit) value per share	$	1.06		$	.92		$	.92
Syndication costs	$	135,604		$	85,507		$	85,507

WESTERN PENNSYLVANIA ADVENTURE CAPITAL FUND, LLC

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