FORMTable 10-Qof Contents

~~SECURITIES~~FORM ~~AND~~10-Q ~~EXCHANGE COMMISSION~~

~~WASHINGTON,~~SECURITIES ~~D.C.~~AND ~~20549~~EXCHANGE COMMISSION

xWASHINGTON, ~~QUARTERLY~~D.C. ~~REPORT~~20549 ~~PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~For~~x ~~the~~QUARTERLY ~~quarterly~~REPORT ~~period~~PURSUANT ~~ended~~TO ~~March 31,~~SECTION ~~2007~~13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

ORFor the quarterly period ended March 31, 2009

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

~~Commission~~¨ ~~file~~TRANSITION ~~number~~REPORT ~~814-00131~~PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~WESTERN~~Commission ~~PENNSYLVANIA~~file ~~ADVENTURE~~number ~~CAPITAL~~814-00131 ~~FUND, LLC~~

~~(Exact~~WESTERN ~~Name~~PENNSYLVANIA ADVENTURE ofCAPITAL ~~Registrant~~FUND, asLLC ~~Specified in its Charter)~~

Pennsylvania		30-0046038
(State of Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

(Exact Name of Registrant as Specified in its Charter)

Scott Towne Center, Suite A-113

Pennsylvania

30-0046038

(State of Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

~~2101~~Scott ~~Greentree~~Towne ~~Road~~Center, Suite A-113

~~Pittsburgh,~~2101 PAGreentree ~~15220-1400~~Road

~~(Address~~Pittsburgh, ofPA ~~Principal~~15220-1400 ~~Executive Offices and Zip Code)~~

(~~412)~~Address ~~279-1760~~of Principal Executive Offices and Zip Code)

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

~~Indicate by check mark whether the registrant~~ (~~1) has~~Registrant’s ~~filed~~Telephone ~~all~~Number, ~~reports~~Including ~~required~~Area ~~to be filed by Section 13 or 15 (d~~Code) 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~~Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of ~~members~~the ~~units~~Securities asExchange Act of ~~May 9,~~1934 ~~2007:~~during 4the preceding 12 months (or for such shorter period that the registrant was required to file such reports),~~222,870~~ ~~Units~~and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No

		Page No.
	PART I – Financial Information
Item 1.	Financial Statements
	Report of Independent Registered Public Accounting Firm	3
	Statements of Assets and Liabilities as of March 31, 2007 (unaudited) and December 31, 2006	4
	Statements of Operations, for the Periods January 1, 2007 through March 31, 2007 (unaudited) and January 1, 2006 through March 31, 2006 (unaudited)	5
	Statements of Changes in Net Assets, for the Periods January 1, 2007 through March 31, 2007 (unaudited) and January 1, 2006 through March 31, 2006 (unaudited)	6
	Statements of Cash Flows, for the Periods January 1, 2007 through March 31, 2007 (unaudited) and January 1, 2006 through March 31, 2006 (unaudited)	7
	Notes to Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	15
Item 4.	Controls and Procedures	15
	PART II – Other Information
Item 1.	Legal Proceedings – None
Item 1A.	Rick Factors – Not Applicable
Item 2.	Unregistered Sales of Equity Securities, Use or Proceeds and Issuer Purchases Of Equity Securities – Not Applicable
Item 3.	Defaults Upon Senior Securities – Not Applicable
Item 4.	Submission of Matters to a Vote of Security Holders – Not Applicable
Item 5.	Other Information – Not Applicable
Item 6.	Exhibits	16

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ¨ Yes x No

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

~~REPORT~~Large OFaccelerated ~~INDEPENDENT~~filer ~~REGISTERED~~¨ ~~PUBLIC~~Accelerated ~~ACCOUNTING~~filer ~~FIRM~~¨ Non-accelerated filer x (Do not check if a smaller reporting company) Smaller reporting company ¨

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

~~Western~~Number ~~Pennsylvania~~of ~~Adventure~~members ~~Capital~~units ~~Fund~~as of May 4, ~~LLC~~2009: 4,222,870 Units.

WeTable have reviewed the statement of assets and liabilities of Western Pennsylvania Adventure Capital Fund, LLC as of March 31, 2007, and the related statements of operations, changes in net assets, and cash flows the three-month periods ended March 31, 2007 and 2006. These financial statements are the responsibility of the company’s management. Contents

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.


		Page No.

PART I – Financial Information
Item 1.	Financial Statements

	Report of Independent Registered Public Accounting Firm	3

	Statements of Assets and Liabilities as of March 31, 2009 (unaudited) and December 31, 2008	4

	Statements of Operations, for the Periods January 1, 2009 through March 31, 2009 (unaudited) and January 1, 2008 through March 31, 2008 (unaudited)	5

	Statements of Changes in Net Assets, for the Periods January 1, 2009 through March 31, 2009 (unaudited) and January 1, 2008 through March 31, 2008 (unaudited)	6

	Statements of Cash Flows, for the Periods January 1, 2009 through March 31, 2009 (unaudited) and January 1, 2008 through March 31, 2008 (unaudited)	7

	Notes to Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	15

Item 4.	Controls and Procedures	15

PART II – Other Information

Item 1.	Legal Proceedings – None

Item 1A.	Rick Factors – Not Applicable

Item 2.	Unregistered Sales of Equity Securities, Use or Proceeds and Issuer Purchases Of Equity Securities – Not Applicable

Item 3.	Defaults Upon Senior Securities – Not Applicable

Item 4.	Submission of Matters to a Vote of Security Holders – Not Applicable

Item 5.	Other Information – Not Applicable

Item 6.	Exhibits	16

~~Based~~2 on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America.

WeTable have previously audited, in accordance with auditing standards of the Public Company Accounting Oversight Board (United States), the statement of assets and liabilities of Western Pennsylvania Adventure Capital Fund, LLC as of December 31 , 2006, 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 26, 2007, we expressed an unqualified opinion on those financial statements. Contents

~~GOFF~~REPORT ~~BACKA~~OF ~~ALFERA &~~INDEPENDENT ~~COMPANY,~~REGISTERED ~~LLC.~~PUBLIC ACCOUNTING FIRM

~~Pittsburgh,~~To ~~Pennsylvania~~the Board of Directors

~~May 9,~~Western ~~2007~~Pennsylvania Adventure Capital Fund, LLC

3We have reviewed the statement of assets and liabilities of Western Pennsylvania Adventure Capital Fund, LLC as of March 31, 2009, and the related statements of operations, changes in net assets, and cash flows the three-month periods ended March 31, 2009 and 2008. These financial statements are the responsibility of the company’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information ~~Western~~consists ~~Pennsylvania~~principally ~~Adventure~~of ~~Capital~~applying ~~Fund~~analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with standards of the Public Company Accounting Oversight Board (United States), ~~LLC~~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.

~~Statements~~Based on our reviews, we are not aware of ~~Assets~~any ~~and~~material ~~Liabilities~~modifications that should be made to the accompanying interim financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America.

AsWe have previously audited, in accordance with auditing standards of the Public Company Accounting Oversight Board (United States), the statement of assets and liabilities of Western Pennsylvania Adventure Capital Fund, LLC as of December 31, 2008, 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 16, 2009, we expressed an unqualified opinion on those financial statements.

	March 31, 2007		December 31, 2006
	(unaudited)
Assets
Cash and Cash Equivalents	$	10,137	$	7,008
Short Term Investments, Net		300,000		400,000
Receivables		25,831		25,359
Investment in Portfolio Companies		1,774,209		1,698,592
Total Assets	$	2,110,177	$	2,130,959
Liabilities
Accounts Payable	$	0	$	0
Accrued Liabilities		12,110		16,610
Total Liabilities	$	12,110	$	16,610
Net Assets
Members’ Equity Outstanding 4,222,870 Units	$	2,098,067	$	2,114,349
Net Assets Applicable to Units Outstanding	$	2,098,067	$	2,114,349
Net Assets Value Per Unit	$	0.50	$	0.50

GOFF BACKA ALFERA & COMPANY, LLC.

Pittsburgh, Pennsylvania

May 4, 2009

~~See~~3 ~~Accountant’s Report and accompanying notes to financial statements.~~

4Table of Contents

Western Pennsylvania Adventure Capital Fund, LLC

Statements of ~~Operations~~Assets and Liabilities

~~For~~As ~~the~~of ~~Periods~~

	January 1, 2007 through March 31, 2007				January 1, 2006 through March 31, 2006
	March 31, 2009			December 31, 2008
	(unaudited)				~~(unaudited)~~
Revenues:
Assets
Interest	$	2,903			$	2,939
Cash and Cash Equivalents	$	111,377		$	130,177
Realized Gains (Losses)		(124,567	)			0
Short Term Investments, Net		0			0
Total Revenues		(121,664	)			2,939
Receivables		508			471
Expenses:
Investment in Portfolio Companies		1,231,151			1,231,151
General and Administration		3,000				3,000
Total Assets	$	1,343,036		$	1,361,151
Other Operating Expenses		22,678				28,420
Liabilities
Total Expenses		25,678				31,420
Accounts Payable	$	0		$	0
Unrealized Appreciation (Depreciation) – Portfolio Companies		131,060				0
Accrued Liabilities		12,110			12,110
Profit/(Loss) Before Income Tax		(16,282	)			(28,481	)
Total Liabilities	$	12,110		$	12,110
Income Tax Expense		0				0
Net Assets
Net Income (Loss)	$	(16,282	)		$	(28,481	)
Members’ Equity Outstanding 4,222,870 Units	$	1,330,926		$	1,349,689
Earnings (Loss) Unit	$	(0.00	)		$	(0.01	)
Net Assets Applicable to Units Outstanding	$	1,330,926		$	1,349,689
Net Assets Value Per Unit	$	0.32		$	0.32

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

WesternTable Pennsylvaniaof Adventure Capital Fund, LLC Contents

~~Statements~~Western ofPennsylvania ~~Changes~~Adventure inCapital ~~Net~~Fund, ~~Assets~~LLC

~~For~~Statements ~~the~~of ~~Periods~~Operations

	January 1, 2007 through March 31, 2007			January 1, 2006 through March 31, 2006
	(unaudited)			(unaudited)
From Operations
Net Income (Loss)	$	(16,282	)	$	(28,481	)
Net Increase (Decrease) in Net Assets		(16,282	)		(28,481	)
Net Assets:
Beginning of Period		2,114,349			2,286,010
End of Period	$	2,098,067		$	2,257,529

For the Periods

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


	January 1, 2009 through March 31, 2009			January 1, 2008 through March 31, 2008
	(unaudited)			(unaudited)
Revenues:
Interest	$	191		$	2,338
Realized Gains (Losses)		0			7,761

Total Revenues		191			10,099


Expenses:
General and Administration		3,000			3,000
Other Operating Expenses		15,954			15,814

Total Expenses		18,954			18,814


Unrealized Appreciation (Depreciation) – Portfolio Companies		0			0


Profit/(Loss) Before Income Tax		(18,763	)		(8,715	)

Income Tax Expense		0			0


Net Income (Loss)	$	(18,763	)	$	(8,715	)


Earnings (Loss) Unit	$	0.00		$	(0.01	)

6See Accountant’s Report and accompanying notes to financial statements.

~~Western~~5 ~~Pennsylvania Adventure Capital Fund, LLC~~

StatementsTable of Cash Flows Contents

~~For~~Western ~~the~~Pennsylvania ~~Periods~~Adventure Capital Fund, LLC

	January 1, 2007 through March 31, 2007			January 1, 2006 through March 31, 2006
	(unaudited)			(unaudited)
Cash Flow from Operating Activities:
Income (Loss)	$	(16,282	)	$	(28,481	)
Change in Assets and Liabilities:
Receivables – (Increase) Decrease		(472	)		58
Accrued Liabilities – (Decrease)		(4,500	)		(4,500	)
Net Cash Provided By (Used in) Operating Activities		(21,254	)		(32,923	)
Cash Flow from Investing Activities:
Short Term Investments, Net of Redemptions		100,000			25,000
Investment in Portfolio Companies		(75,617	)		1,250
Net Cash Provided by (Used in) Investing Activities		24,383			26,250
Net Increase (Decrease) in Cash and Cash Equivalents		3,129			(6,673	)
Cash and Cash Equivalents at Beginning of Period		7,008			11,910
Cash and Cash Equivalents at End of Period	$	10,137		$	5,237

Statements of Changes in Net Assets

~~See~~For ~~Accountant’s~~the ~~Report~~Periods ~~and accompanying notes to financial statements.~~


	January 1, 2009 through March 31, 2009			January 1, 2008 through March 31, 2008
	(unaudited)			(unaudited)
From Operations
Net Income (Loss)	$	(18,763	)	$	(8,715	)


Net Increase (Decrease) in Net Assets		(18,763	)		(8,715	)

Net Assets:
Beginning of Period		1,349,689			1,759,430


End of Period	$	1,330,926		$	1,750,715

~~Western~~See ~~Pennsylvania~~Accountant’s ~~Adventure~~Report ~~Capital~~and ~~Fund,~~accompanying ~~LLC~~notes to financial statements.

~~Notes~~6 ~~to Financial Statements~~

March 31,Table 2007of Contents

~~Note~~Western 1Pennsylvania –Adventure ~~Summary~~Capital ~~of Significant~~Fund, ~~Accounting~~LLC ~~Policies:~~

~~This~~Statements ~~summary~~ of ~~significant~~Cash ~~accounting~~Flows 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~~For ofthe Periods ~~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.


	January 1, 2009 through March 31, 2009			January 1, 2008 through March 31, 2008
	(unaudited)			(unaudited)
Cash Flow from Operating Activities:

Income (Loss)	$	(18,763	)	$	(8,715	)

Change in Assets and Liabilities:

Receivables – (Increase) Decrease		(37	)		0
Accrued Liabilities – (Decrease)		0			(4,500	)


Net Cash Provided By (Used in) Operating Activities		(18,800	)		(13,215	)


Cash Flow from Investing Activities:
Short Term Investments, Net of Redemptions		0			75,000
Investment in Portfolio Companies		0			(36,068	)

Net Cash Provided by (Used in) Investing Activities		0			38,932


Net Increase (Decrease) in Cash and Cash Equivalents		(18,800	)		25,717

Cash and Cash Equivalents at Beginning of Period		130,177			14,643


Cash and Cash Equivalents at End of Period	$	111,377		$	40,360

AsSee ofAccountant’s ~~February 28,~~Report ~~2002, the Western Pennsylvania Adventure Capital Fund (a C Corporation) was merged into its wholly owned~~ and ~~heretofore~~accompanying ~~inactive~~notes ~~subsidiary,~~to ~~the~~financial ~~Western Pennsylvania Adventure Capital Fund, LLC (an LLC organization)~~statements. ~~The Western Pennsylvania Adventure Capital Fund, LLC has continued all of the operations of the Western Pennsylvania Adventure Capital Fund (a C Corporation).~~

~~The~~7 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.

8Table of Contents

~~Enterprise~~Western ~~received~~Pennsylvania aAdventure ~~fee~~Capital ~~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~~LLC ~~on such basis as such other parties and Enterprise may have agreed.~~

~~Basis~~Notes ofto ~~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 managementMarch 31, ~~all~~2009 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~~Note ~~preparation~~1 of– ~~financial~~Summary ~~statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts~~ of ~~assets~~Significant ~~and~~Accounting ~~liabilities~~Policies: 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~~This ~~financial~~summary ~~statements~~of ~~should~~significant beaccounting ~~read~~policies inof ~~conjunction~~Western ~~with~~Pennsylvania ~~the~~Adventure ~~financial~~Capital ~~statements~~Fund, LLC and ~~notes~~its ~~thereto~~predecessor ~~for~~organization, the ~~period~~Western ~~January 1~~Pennsylvania Adventure Capital Fund, ~~2006~~a toC ~~December 31,~~Corporation ~~2006, contained~~(collectively and/or individually the “Fund”) is presented to assist in understanding the Fund’s ~~2006~~financial ~~Annual~~statements. ~~Report~~These onaccounting ~~Form~~policies ~~10-K~~conform with generally accepted accounting principles and have been consistently applied in the preparation of the financial statements.

~~Syndication~~Nature ~~Costs~~of Operations

~~Legal,~~The ~~accounting~~Fund ~~and~~was ~~other~~incorporated ~~costs~~on ofMay 23, ~~$149~~1996,~~220~~ ~~incurred~~as inWestern ~~connection~~Pennsylvania ~~with~~Adventure ~~the~~Capital Fund’s ~~First~~(a ~~Offering,~~C ~~Second~~Corporation) ~~Offering~~ and ~~Third~~began ~~Offering~~its ~~have~~primary business activities in November, 1997. The Fund has been ~~capitalized~~formed to become a Business Development Company (“BDC”) and ~~reported~~to asbe asubject ~~permanent~~to ~~reduction~~the applicable provisions of ~~net~~the ~~assets~~Investment Company Act of 1940, as amended (the “1940 Act”). The Fund invests primarily in the ~~accordance~~equity and/or debt securities of development stage companies located in Western Pennsylvania. The Fund seeks to make its investments in conjunction with ~~generally~~a ~~accepted~~consortium ~~accounting~~of ~~principles~~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.

~~There~~As ~~were~~of noFebruary 28, ~~syndication~~2002, ~~costs~~the ~~incurred~~Western inPennsylvania ~~the~~Adventure ~~three~~Capital ~~month~~Fund ~~periods~~(a ~~ended~~C ~~March 31,~~Corporation) ~~2007~~was merged into its wholly owned and ~~March 31~~heretofore inactive subsidiary, ~~2006~~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).

~~Cash~~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, ~~Cash~~through ~~Equivalents~~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.

~~Cash~~8 ~~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.~~

ShortTable Termof Investments Contents

~~The~~Enterprise ~~Fund’s~~received ~~short term investments consist of high quality commercial paper, U.S. Government securities, and municipal securities. These investments generally are purchased at face value or at~~ a ~~discount~~fee orequal ~~premium~~to ~~from~~5% ~~face~~of ~~value and are redeemed at maturity at face value. Any discount or premium represents interest income (expense) which will accrue over~~ the ~~period~~aggregate ~~from~~amount ~~date~~ of ~~acquisition~~assets toinvested ~~date~~by ofthe ~~maturity.~~Fund ~~The~~in ~~Fund~~portfolio ~~uses~~securities ~~the~~for providing ~~effective~~investment ~~yield~~advisory toand ~~maturity~~administrative ~~method~~services to ~~recognize~~ the ~~accretion~~Fund. ofEnterprise ~~interest~~may ~~income~~also ~~(expense) over~~have ~~the~~received ~~life~~compensation offrom ~~each individual short term~~ investment. ~~This~~partners ~~method~~or ~~produces~~members ~~a rate~~ of ~~return~~any ~~which~~investment isconsortium ~~constant~~that ~~over~~invested with the ~~period~~Fund ~~from~~in ~~acquisition~~portfolio ~~to maturity. Using this method~~securities, ~~the~~all ~~interest income (expense) recognized~~ on ~~each individual investment~~such ~~will~~basis ~~increase over time~~ as ~~the~~such ~~carrying~~other ~~value~~parties ofand ~~that~~Enterprise ~~investment~~may ~~increases~~have ~~(decreases)~~agreed. ~~The Fund records these investments net of remaining unearned interest income (expense).~~

9Basis of Presentation – Interim Financial Statements

InThe financial information included herein has been prepared from the books and records without audit. The accompanying financial statements have been prepared in accordance with ~~Statement~~the instructions to Form 10-Q and do not include all of ~~Financial~~the ~~Accounting~~information ~~Standards~~and ~~(“SFAS”)~~the Nofootnotes required by generally accepted accounting principles for statements. ~~115~~ In the opinion of management, ~~“Accounting~~all ~~for~~adjustments, consisting only of normal ~~Certain~~recurring ~~Investments~~adjustments, innecessary ~~Debt~~for ~~and~~a ~~Equity~~fair ~~Securities,”~~presentation of the ~~Fund~~financial ~~classifies~~condition, ~~all~~results ~~short~~of ~~term~~operations, ~~investments~~changes asin ~~available~~net ~~for~~assets, ~~sale~~and cash flows, have been included.

~~Investments~~The preparation of financial statements in ~~Portfolio~~conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and ~~Companies~~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.

~~Investments~~These ~~are~~financial ~~stated~~statements atshould ~~value.~~be ~~Investments~~read ~~for~~in ~~which~~conjunction ~~market~~with ~~quotations are readily available are valued at~~ the ~~last~~financial ~~trade~~statements ~~price~~and onnotes ~~or within~~thereto ~~one~~for ~~local business day of~~ the ~~date~~period ofJanuary 1, ~~determination~~2008 asto ~~obtained from a pricing source. If no such trade price is available~~December 31, ~~such investments are valued at the quoted bid price or the mean between the quoted bid and asked price on the date of~~2008, ~~determination~~contained ~~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~~2008 ofAnnual ~~Directors~~Report on Form 10-K.

~~Start-Up~~Syndication ~~and Organization~~ Costs

~~Costs~~Legal, ~~incurred~~accounting ~~in connection with the start-up~~ and ~~organization~~other costs of ~~the~~$149,220 ~~Fund~~incurred ~~had~~in ~~been~~connection ~~deferred~~with ~~and~~the ~~were~~Fund’s ~~being~~First ~~amortized ratably over a period of 60 months beginning January 1~~Offering, ~~1998.~~Second ~~During~~Offering ~~the~~and ~~three~~Third ~~month~~Offering ~~period~~have ~~ended~~been ~~June 30,~~capitalized ~~2002,~~and ~~the~~reported ~~Fund,~~ as a ~~result~~permanent ~~of the~~reduction ~~merger (See Note 2), wrote off the remaining balance~~ of ~~$2,280~~net ofassets ~~deferred~~in accordance ~~Start-Up~~with ~~and~~generally ~~Organization~~accepted ~~Costs~~accounting principles.

~~Earnings~~There ~~Per~~were ~~Unit~~no syndication costs incurred in the three month periods ended March 31, 2009 and March 31, 2008.

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

~~Earnings~~Cash ~~per~~and ~~unit~~Cash isEquivalents ~~computed~~consist ~~using~~of ~~the~~cash ~~weighted~~in ~~average~~checking ~~number~~accounts ofand ~~units~~high ~~outstanding~~quality ~~during~~money ~~the~~market ~~respective~~instruments ~~periods,~~having ~~adjusted~~or ~~for~~deemed ~~outstanding stock~~to ~~options,~~have ifremaining ~~any.~~maturities ~~There~~of ~~are~~thirteen nomonths ~~other outstanding warrants,~~ or ~~other contingently issuable units~~less.

~~The~~Short ~~Fund’s~~Term ~~shareholders,~~Investments 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.

OnThe Fund’s short term investments ~~December 20~~consist of high quality commercial paper, ~~2001~~U.S. Government securities, ~~all~~and ofmunicipal securities. These investments generally are purchased 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 ~~directors~~period ~~returned~~from ~~their~~date ~~options~~of acquisition to ~~the~~date ~~Fund~~of maturity. The Fund ~~may~~uses ~~grant~~the ~~options~~effective yield to maturity method to recognize the ~~directors~~accretion atof interest income (expense) over the life of each individual short term investment. This method produces a ~~future~~rate ~~date~~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).

~~The~~9 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 March 31, 2007 and at December 31, 2006, none of the options had been exercised or had expired.

10Table of Contents

~~Income~~In ~~Taxes~~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 available for sale.

~~The Fund~~Investments 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~~Portfolio orCompanies 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~~Investments ~~Fund, as~~are astated ~~result~~at ofvalue. ~~becoming~~Investments anfor ~~LLC~~which asmarket quotations are readily available are valued at the last trade price on or within one local business day of ~~February 28,~~the ~~2002,~~date isof ~~treated~~determination as obtained from a ~~“pass~~pricing ~~through”~~source. ~~entity~~If ~~for~~no ~~income~~such ~~tax~~trade ~~purposes.~~price ~~Any~~is ~~income~~available, ~~tax~~such ~~liabilities~~investments ~~incurred~~are byvalued at the ~~Fund~~quoted ~~are~~bid ~~allocated~~price toor ~~members~~the ofmean between the ~~Fund~~quoted ~~annually~~bid ~~for~~and ~~inclusion~~asked inprice on the date of ~~members’~~determination ~~individual~~as ~~income~~obtained ~~tax~~from ~~returns~~a pricing source. ~~The~~Securities ~~Fund~~for ~~remains~~which ~~responsible~~market ~~for~~quotations ~~any~~are ~~Pennsylvania~~not ~~Capital~~readily ~~Stock~~available ~~and~~are ~~Franchise~~valued ~~Tax.~~at fair value in good faith using methods determined by or under the direction of the Fund’s Board of Directors.

~~Note~~Start-Up 2and –Organization ~~Merger~~ Costs

AsCosts ofincurred ~~February 28,~~in connection ~~2002,~~with the ~~Fund~~start-up ~~converted~~and ~~from~~organization of the CFund ~~Corporation~~had tobeen andeferred ~~LLC~~and ~~Organization~~were ~~via~~being ~~merger~~amortized ofratably ~~the~~over Ca ~~Corporation~~period ~~into~~of ~~its~~60 ~~wholly owned~~months ~~and~~beginning ~~previously~~January 1, ~~inactive~~1998. ~~subsidiary~~During –the anthree ~~LLC~~month ~~Organization.~~period Asended aJune 30, ~~consequence~~2002, the ~~LLC~~Fund, ~~assumed~~as ~~all~~a ~~assets~~result ~~and~~of the ~~liabilities~~merger of(See ~~the~~Note C2), ~~Corporation~~wrote ~~and~~off isthe ~~continuing~~remaining ~~all~~balance ~~operations~~of $2,280 of ~~the~~deferred CStart-Up ~~Corporation~~and Organization Costs.

~~Shareholders~~Earnings ofPer ~~the~~Unit 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~~During 31997, –the ~~Sale~~Fund adopted SFAS No. 128, “Earnings Per Share.” Its application is not expected to affect the calculations of ~~Securities~~basic and diluted earnings per unit.

~~During~~Earnings ~~1997,~~per ~~the~~unit ~~Fund~~is ~~sold~~computed ~~2,104,333~~using ~~shares~~the ofweighted ~~its~~average ~~common~~number ~~stock~~of atunits ~~$1.00~~outstanding ~~per~~during ~~share,~~the ~~under~~respective ~~an Offering Circular dated November 7~~periods, ~~1996~~adjusted ~~(“First~~for ~~Offering~~outstanding ~~Circular”).~~stock ~~The proceeds were required to be deposited in an escrow account with the Fund’s escrow agent~~options, ~~PNC~~if ~~Bank,~~any. ~~until~~There ~~such~~are ~~time~~no asother ~~the~~outstanding ~~escrow account reached $1 million. At that time~~warrants, ~~the~~or ~~Fund~~other ~~was~~contingently ~~permitted~~issuable ~~to withdraw the funds from the escrow account and begin to invest in portfolio securities~~units.

AsThe Fund’s shareholders, at the annual meeting of ~~July~~shareholders held on November 1117, ~~1997~~1999, approved a stock option plan which authorizes the ~~proceeds~~granting inof options to purchase the ~~escrow~~Fund’s ~~account~~common ~~totaled~~stock $1to directors,~~860~~ officers,~~100.~~ Onemployees, ~~that~~and members of the advisory board of the Fund. Options ~~date~~to purchase 250,000 shares of the Fund’s ~~withdrew~~common ~~substantially~~stock ~~all~~have been granted to directors of the ~~funds~~Fund ~~from~~under the ~~escrow~~terms ~~account~~of this stock option plan.

~~The funds released from escrow have been temporarily invested, pending~~On ~~investment in Portfolio Securities~~December 20, ~~in cash equivalents~~2001, ~~government~~all ~~securities,~~of ~~and~~the ~~high~~directors ~~quality~~returned ~~debt~~their ~~securities.~~options Ato ~~portion of~~ the ~~funds~~Fund. ~~released~~The ~~from~~Fund ~~escrow~~may ~~were~~grant ~~disbursed~~options to ~~pay~~the ~~accumulated~~directors ~~obligations~~at ~~whose~~a ~~payment~~future ~~was deferred until funds were released from escrow~~date.

The ~~Fund~~stock option ~~began~~committee ~~offering~~on ~~for~~July 12, ~~sale~~2002, upgranted options to 2purchase 50,~~750,~~000 shares of its ~~Common~~members’ ~~Stock~~equity at ~~$1.45~~an ~~per~~exercise ~~share,~~price orequal ato ~~maximum~~the ofnet ~~$3,987,500,~~asset ~~under~~value ~~an Offering~~per ~~Circular~~unit ~~dated~~as ~~September~~of June 1030, ~~1999~~2002 ~~(“Second Offering Circular”). The Fund intends~~ to ~~use~~each ~~the proceeds from this sale~~ of ~~securities primarily to invest in~~ the ~~equity~~Fund’s ~~and/or~~five ~~debt~~directors ~~securities of additional development stage~~(250,000 ~~companies~~units ~~located~~ in ~~western~~the ~~Pennsylvania,~~aggregate). ~~and~~These tooptions ~~make~~vest ~~follow on investments, as appropriate, in existing portfolio companies~~immediately. The ~~proceeds~~net ~~from~~asset ~~this~~value ~~sale~~per ofunit ~~securities~~as ~~have~~of ~~been temporarily invested~~June 30, ~~pending~~2002 ~~investments~~was in$0.84 ~~portfolio~~per ~~companies, in cash equivalents, government securities, and high quality debt securities~~unit. ANone ~~portion~~ of these ~~proceeds~~options ~~may~~has bebeen ~~used~~exercised ~~for~~and ~~normal~~the ~~operating~~options ~~expenses.~~expired ~~The~~as ~~Fund~~of ~~sold 2~~October 31,~~057,787~~ ~~shares ($2,983,792) of its Common Stock under this Second Offering Circular~~2007.

11The members, at the annual meeting of members held on November 14, 2007, approved the issuance of 50,000 options to each Manager issuable, on the same terms and conditions as the options that expired October 31, 2007. The options vest immediately, have an exercise price equal to the Fund’s net asset value as of September 30, 2007 ($0.45), and will expire five years after the date of issuance.

~~The~~10 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.

AsTable of March 31, 2007, $2,525,207 (December 31, 2006, $2,580,650) was invested in Portfolio Securities, and the balance of the funds ($310,137) remained invested in cash equivalents, government securities, and high quality debt securities. Contents

~~Note~~Income 4Taxes ~~– Investments in Portfolio Companies~~

OnThe Fund ~~January~~has adopted the SFAS Standard No. 18109, ~~2007~~“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 ~~exercised~~financial astatements ~~portion~~or oftax ~~its~~returns. ~~pro~~In ~~rata~~estimating ~~rights~~future tax consequences, ~~and~~SFAS ~~purchased~~109 ~~21,000~~generally ~~shares~~considers all expected future events other than enactments of ~~Akustica,~~changes ~~Inc~~in the tax law or rates. ~~Series~~During ~~B-1~~the ~~Preferred~~quarter ~~Stock~~ended atDecember 31, ~~$3.04~~1999, ~~per~~the ~~share~~Fund ~~for~~recognized aunrealized ~~total~~appreciation ~~investment~~on its portfolio companies, and accordingly, began recognizing deferred taxes due to temporary timing differences in accordance with SFAS 109. As a result of ~~$63~~the merger discussed in Note 2,~~840~~ any remaining deferred taxes were reversed during the three month period ended March 31, 2002.

~~Akustica~~The Fund, as ~~Inc~~a result of becoming an LLC as of February 28, 2002, is treated as a “pass through” entity for income tax purposes. ~~provides~~Any ~~acoustic~~income ~~MicroElectroMechanical~~tax ~~Systems~~liabilities ~~(MEMS)~~incurred ~~products~~by ~~that~~the ~~enable~~Fund ~~innovation~~are ~~and~~allocated ~~cost~~to ~~performance~~members ~~advantages~~of the Fund annually for ~~hearing~~inclusion ~~health,~~in ~~mobile~~the ~~phone~~members’ ~~and~~individual ~~customer~~income ~~electronics~~tax ~~manufacturers~~returns. The Fund remains responsible for any Pennsylvania Capital Stock and Franchise Tax.

OnNote ~~March 26,~~2 ~~2007,~~– ~~the Fund exercised its pro rata rights and purchased 13,086 shares of True Commerce,~~Merger ~~Inc. Class A Common Stock at $0.90 per share for a total investment of $11,777.~~

~~True~~As ~~Commerce~~of February 28, ~~Inc.~~2002, ~~provides~~the ~~software~~Fund ~~and~~converted ~~service~~from the C Corporation to ~~facilitate~~an LLC Organization via merger of the C Corporation into its wholly ~~routine~~owned ~~e-commerce~~and ~~transactions~~previously ~~between~~inactive ~~large~~subsidiary ~~corporations~~– an LLC Organization. As a consequence, the LLC assumed all assets and ~~small~~liabilities ~~suppliers~~of the C Corporation and is continuing all operations of the C Corporation.

~~During~~Shareholders ~~January,~~of ~~2007,~~ the ~~Fund~~C ~~received~~Corporation ~~$6,493,~~have ~~representing~~become ~~its~~members ~~share~~ of the ~~distributed~~LLC, ~~proceeds~~and ~~from~~hold ~~GamesParlor,~~the ~~Inc.~~same ~~(“GamesParlor”),~~number ~~one~~ of ~~the~~ownership ~~Fund’s~~units ~~portfolio~~in ~~companies,~~the ~~upon~~LLC ~~the~~equal ~~sale~~to bythe ~~GamesParlor~~number of ~~its~~shares ~~assets~~that tothey ~~Internet~~held ~~Chess~~in the ~~Club,~~C ~~Inc. See Footnote 6~~Corporation, ~~Unrealized~~with ~~Appreciation,~~no ~~and~~change ~~Footnote~~in ~~10, Realized~~ownership ~~Gains~~percentage ~~(Losses),~~of ~~for~~the ~~additional~~respective ~~information~~organizations.

~~There~~Note ~~were~~3 no– ~~investments~~Sale inof ~~portfolio~~Securities ~~companies during the three month period ended March 31, 2006.~~

~~Note~~During 51997, –the ~~Short~~Fund ~~Term~~sold ~~Investments~~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.

~~The Fund,~~As ~~pending~~of ~~investments~~July 11, ~~in Portfolio Securities~~1997, ~~temporarily~~the ~~invests~~proceeds ~~a portion of its excess funds~~ in ~~short~~the ~~term~~escrow ~~high~~account ~~quality~~totaled ~~commercial paper and U~~$1,860,100.S. ~~Government~~On ~~securities. These investments generally are purchased at a discount or premium from~~that ~~face~~date, ~~value~~the ~~and~~Fund ~~are~~withdrew ~~redeemed~~substantially atall ~~maturity at face value. The discount/premium from face value represents unearned interest income/expense and is recognized over the remaining term~~ of the ~~security~~funds ~~using~~from the ~~effective~~escrow ~~yield to maturity method~~account. ~~All of the short term investments are classified as available for sale in accordance with SFAS No. 115.~~

12The 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.

~~Short~~The ~~term~~Fund ~~investments~~began offering for sale up to 2,750,000 shares of its Common Stock at ~~March 31~~$1.45 per share, ~~2007~~or ~~and~~a ~~December~~maximum of $3,987,500, under an Offering Circular dated September 3110, ~~2006~~1999 ~~consisted~~(“Second Offering Circular”). The Fund intends to use the proceeds from this sale of securities primarily to invest in the ~~following~~equity ~~(valued~~and/or atdebt ~~cost~~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.

Description	March 31,2007		December 31,2006
Lehigh County PA General Purpose Revenue Bonds	$	75,000	$	75,000
PA State Higher Education Bonds		50,000		125,000
Northampton County PA General Purpose Revenue Bonds		100,000		100,000
PA State Turnpike Commission Bonds		25,000		25,000
Quakertown PA General Authority Revenue Bonds		50,000		75,000
Total	$	300,000	$	400,000

NoteTable 6of – Unrealized Appreciation Contents

The Fund ~~recognizes~~began ~~unrealized~~offering ~~appreciation~~for ~~(depreciation)~~sale onup ~~its~~to ~~portfolio~~875,000 ~~companies~~shares ~~when~~of ~~significant~~its ~~and~~Common ~~material~~Stock ~~events~~at ~~have~~$1.60 ~~occurred~~per ~~that~~share, ~~clearly~~or ~~indicates~~a ~~that~~maximum of $1,400,000, under an ~~adjustment~~Offering Circular dated July 14, 2000 (“Third Offering Circular”). The Fund intends to use the ~~carrying~~proceeds ~~value~~from this sale of ~~those~~securities primarily to invest in the equity and/or debt securities of additional development stage companies located in western Pennsylvania, and to make follow on investments, isas appropriate, in existing portfolio companies. ~~Unrealized~~The ~~appreciation~~proceeds ~~(depreciation)~~from ~~was~~this ~~$(750~~sale of securities will be temporarily invested,~~998)~~ aspending investments in portfolio companies, in cash equivalents, government securities, and high quality debt securities. A portion of ~~March~~these proceeds may be used for normal operating expenses. As of December 31, ~~2007~~2000, ~~and~~the $Fund had received subscriptions to purchase 40,000 shares (~~882~~$64,~~058~~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 ~~December~~March 31, ~~2006~~2001.

~~During~~As ~~the~~of ~~three month period ending~~ March 31, ~~2007~~2009, ~~the Fund received~~ $61,~~493~~804,393 ~~representing~~(December ~~its~~31, ~~share~~2008, of$1,804,393) ~~the~~was ~~distributed~~invested ~~proceeds~~in ~~from~~Portfolio ~~GamesParlor~~Securities, ~~Inc.~~and ~~(“GamesParlor”),~~the ~~one~~balance of the ~~Fund’s~~funds ~~portfolio companies~~($111,377) ~~upon~~remained ~~the sale~~invested byin ~~GamesParlor~~cash ofequivalents, ~~its~~government ~~assets~~securities, toand ~~Internet~~high ~~Chess~~quality ~~Club, Inc~~debt securities. ~~(“ICC”).~~

~~The~~Note ~~Fund’s~~4 ~~investment~~– inInvestments ~~GamesParlor, $131,060, was fully reserved~~ in ~~prior~~Portfolio ~~years,~~Companies ~~and accordingly during the first quarter of 2007, the fund reversed its unrealized loss of $131,060 recorded in prior years.~~

NoThere ~~unrealized appreciation~~were ~~(depreciation)~~no ~~was~~investments ~~recognized~~ in Portfolio Companies during the three month period ~~ended~~ending March 31, ~~2006~~2009.

~~Note~~On February 19, 72008, –the ~~Related~~Fund ~~Party~~purchased: ~~Transactions~~(1) $36,064 of Akustica, Inc. 8% Bridge Notes, due July 10, 2008, and (2) 3,972 of Akustica, Inc. warrants to purchase Akustica Common Stock at $2.27 per share through January 10, 2015 at a cost of $0.0009 per warrant, or a total cost of $4.

~~Accrued liabilities at March 31~~Akustica, ~~2007~~Inc. ~~include~~provides ~~$3,000~~acoustic ~~for~~MicroElectroMechanical ~~Board~~Systems of(MEMS) ~~Directors~~products ~~fees~~that ~~and $2,000 for accounting services payable to a consulting~~enable ~~firm~~innovation inand ~~which~~cost ~~one~~performance ofadvantages ~~the~~for ~~Fund’s~~hearing ~~officers is a significant shareholder. Accrued liabilities at December 31~~health, ~~2006~~mobile ~~include~~phone ~~$3,000 for Board of Directors fees~~ and ~~$6,500~~customer ~~for~~electronics ~~accounting services payable to a consulting firm in which one of the Fund’s officers is a significant shareholder~~manufacturers.

~~Note~~At 8December 31, –2008 ~~Stock~~and March 31, ~~Option~~2009, ~~Plan~~all of our investments in portfolio companies above are categorized as Level 3 in the fair value hierarchy for SFAS No. 157 purposes because of the use of significant unobservable inputs. The components of change in the financial assets categorized as Level 3 for the year ended December 31, 2008 and the three months ended March 31, 2009 are as follows:

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.


	2008			2009
Beginning Balance	$	1,489,222		$	1,231,151
Total Realized Gains (Losses) Included in Changes in Net Assets		0			0
Total Unrealized Gains (Losses) Included in Changes in Net Assets		(296,435	)		0
Purchases and interest on bridge notes		38,364			0

Ending Balance	$	1,231,151		$	1,231,151

13The amount of total losses for the three months ended March 31, 2008 and the three months ended March 31, 2009 included in changes in net assets attributable to the change in unrealized gains or losses relating to assets still held at the balance sheet date was $0.

~~The~~12 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.

TheTable stock option committee granted options to purchase 50,000 units 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. Contents

OnNote ~~December 20,~~5 ~~2001,~~– ~~all~~Short ofTerm ~~the~~Investments ~~directors returned their options to the Fund. The Fund may grant options to the directors at a future date.~~

The ~~stock~~Fund, ~~option~~pending ~~committee~~investments onin ~~July 12,~~Portfolio ~~2002~~Securities, ~~granted~~temporarily ~~options~~invests toa ~~purchase~~portion ~~50,000 shares~~ of its ~~members’~~excess ~~equity~~funds atin anshort ~~exercise~~term ~~price~~high ~~equal~~quality tocommercial ~~the~~paper ~~net~~and ~~asset~~U.S. ~~value per~~Government ~~unit~~securities. asThese ofinvestments ~~June 30,~~generally ~~2002~~are purchased toat ~~each~~a ofdiscount ~~the~~or ~~Fund’s~~premium ~~five~~from ~~directors~~face ~~(250,000~~value ~~units~~and inare ~~the~~redeemed ~~aggregate).~~at ~~These~~maturity ~~options~~at ~~vest~~face ~~immediately~~value. The ~~net~~discount/premium ~~asset~~from face value ~~per~~represents ~~unit~~unearned asinterest ofincome/expense ~~June 30,~~and ~~2002~~is ~~was~~recognized ~~$0.84~~over ~~per~~the ~~unit.~~remaining Atterm ~~March 31,~~of ~~2007~~the ~~and~~security atusing the ~~December 31,~~effective ~~2006,~~yield ~~none~~to maturity method. All of the ~~options~~short ~~had~~term ~~been~~investments ~~exercised~~are orclassified ~~had~~as ~~expired~~available for sale in accordance with SFAS No. 115.

~~Note~~There were 9no –short ~~Income~~term ~~Taxes~~investments at March 31, 2009 and December 31, 2008.

~~The~~Note ~~Fund,~~6 as– aUnrealized ~~result~~Appreciation 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~~No 10unrealized –appreciation ~~Realized Gains~~ (~~Losses~~depreciation) was recognized in the three month period ended March 31, 2009.

~~During~~The ~~the three month period ending March 31, 2007, the~~ Fund ~~received~~recognizes ~~$6,493,~~unrealized ~~representing~~appreciation ~~its share of the distributed proceeds from GamesParlor, Inc.~~ (~~“GamesParlor”~~depreciation), ~~one~~on ofits ~~the Fund’s~~ portfolio companies, ~~upon~~when ~~the~~significant ~~sale~~and bymaterial ~~GamesParlor~~events ofhave ~~its~~occurred ~~assets to~~that ~~Internet~~clearly ~~Chess~~indicates ~~Club,~~that ~~Inc. (“ICC”). On October 10, 2006, GamesParlor entered into~~ an adjustment ~~asset purchase agreement (“Agreement”) with ICC pursuant~~ to ~~which~~the ~~ICC~~carrying ~~would~~value ~~acquire substantially all~~ of ~~the~~those ~~assets~~investments ofis ~~GamesParlor~~appropriate. ~~In exchange~~Unrealized ~~for~~appreciation ~~these~~(depreciation) ~~assets,~~was ~~ICC agreed to pay~~ $~~112~~(573,~~000~~237) inas ~~cash, to assume certain liabilities~~ of ~~GamesParlor~~March 31, 2009 and toDecember 31, ~~issue shares of ICC common stock to GamesParlor’s two largest creditors~~2008.

AsNote a7 ~~result~~– ofRelated ~~this~~Party ~~transaction,~~Transactions during the first quarter of 2007, the Fund recognized a realized loss of $124,567, representing the difference between its investment in GamesParlor of $131,060 and the aforementioned cash proceeds of $6,493. This investment was fully reserved in prior years. Accordingly, during the first quarter of 2007, the Fund reversed its unrealized loss of $131,060 recorded in prior years. This resulted in net income of $6,493 in the first quarter of 2007.

~~There~~Accrued ~~were~~liabilities noat ~~realized~~March 31, ~~gains~~2009 ~~(losses)~~include $3,000 for Board of Directors fees and $2,000 for accounting services payable to a consulting firm in which one of the ~~three~~Fund’s ~~month~~officers ~~period~~is ~~ending~~a ~~March~~significant shareholder. Accrued liabilities at December 31, 2008 include $3,000 for Board of Directors fees and ~~2006~~$2,000 for accounting services payable to a consulting firm in which one of the Fund’s officers is a significant shareholder.

14Note 8 – Stock Option Plan

~~Item~~The shareholders, at the annual meeting of shareholders held on November 2.17, ~~Management~~1999, approved a stock option plan authorizing the granting of options to purchase the Fund’s ~~Discussion~~common stock to directors, officers, employees and ~~Analysis~~members of ~~Financial~~the ~~Condition~~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 ~~Results~~potential contributions to the success of ~~Operations~~the Fund and like factors.

~~Results~~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 ~~Operations~~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.

~~Revenues~~The ~~for~~stock ~~the~~option ~~three~~committee granted ~~month~~options ~~period~~to ~~ended~~purchase ~~March 31~~50,000 ~~2007~~units ~~consisted~~ of ~~interest~~its ~~income~~common ofstock ~~$2,903~~at ~~offset~~an byexercise ~~realized~~price ~~losses on the Registrant’s investment in GamesParlor, Inc. (“GamesParlor”)~~ of $~~124,567~~1.45 ~~During~~per ~~this~~share ~~period,~~to ~~the~~each ~~Registrant received $6,493 representing its share~~ of the ~~distributed proceeds from GamesParlor upon the sale by GamesParlor of its assets. The Registrant~~Fund’s ~~investment~~five indirectors ~~GamesParlor was $131~~(250,~~060.~~000 ~~Revenues~~shares ~~for~~in the ~~three month period ended March 31~~aggregate), ~~2006~~effective ~~consisted~~as of ~~interest income of $2,939. General and Administrative expenses for the three month period ended March~~October 3111, ~~2007 amounted to $3,000 and consisted of directors fees~~1999. ~~Other~~These ~~operating~~options ~~expenses~~vest ~~for~~50% ~~the three month period ended March 31, 2007 amounted to $22,678, and included legal and accounting fees of $15,237. General and Administrative~~upon ~~expenses for the three month period ended March 31~~issuance, ~~2006 amounted to $3,000~~ and ~~consisted~~25% ofin ~~directors~~equal ~~fees.~~increments ~~Other~~on ~~operating expenses for~~ the ~~three~~first ~~month period ended March 31, 2006 amounted to $28,420,~~ and ~~included~~second ~~legal~~anniversary ~~and~~dates ~~accounting fees~~ of ~~$20,930~~issuance.

~~Financial~~13 ~~Condition, Liquidity and Capital Resources~~

TheTable 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 March 31, 2007, $2,525,207 had been invested in fourteen Portfolio Companies, and the Registrant held cash, cash equivalents, and short-term investments in high quality commercial paper, U.S. Government securities and municipal securities of $310,137. Most of this amount, except for normal operating expenses, is available for investment in Portfolio Securities. Contents

~~Item~~On December 320, 2001, all of the directors returned their options to the Fund. ~~Quantitative~~The ~~and~~Fund ~~Qualitative~~may ~~Disclosures~~grant ~~About~~options ~~Market~~to ~~Risk~~the directors at a future date.

~~Not~~The ~~Applicable~~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. None of these options had been exercised and the options expired as of October 31, 2007.

The members, at the annual meeting of members held ~~Item~~on November 414, 2007, approved the issuance of 50,000 options to each Manager issuable, on the same terms and conditions as the options that expired October 31, 2007. ~~Controls~~The options vest immediately, have an exercise price equal to the Fund’s net asset value as of September 30, 2007 ($0.45), and ~~Procedures~~will expire five years after the date of issuance.

~~The~~Note ~~Chief~~9 ~~Executive~~– ~~Officer~~Income ~~and the Chief Financial Officer of the Company conducted an~~Taxes 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 months ended March 31, 2007 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

15The 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.

~~Part~~Note II10 – ~~Other~~Realized ~~Information~~Gains (Losses)

There ~~Item 6.~~were ~~Exhibits~~no ~~and~~realized ~~Reports~~gains on(losses) ~~Form~~recognized ~~8-K~~during the three month period ending March 31, 2009.

During the three month period ending March 31, 2008, the Fund received $7,761 released from the withheld escrow on the acquisition by Subex Azure of Syndesis Limited (a Canadian company), ~~List~~one of ~~Exhibits~~the Fund’s portfolio companies. As previous receipts of proceeds from this transaction had exceeded the Fund’s cost of investment, these proceeds were recorded as a realized gain.

11		Computation of earnings per unit for the three month periods ended March 31, 2007 and March 31, 2006
31.1		Certificate of Chief Executive Officer
31.2		Certificate of Principal Financial Officer
32.1		Certificate of Chief Executive Office
32.2		Certificate of Principal Financial Officer

(b)Table Reportsof on Form 8-KContents

NoItem ~~reports~~2. ~~were~~Management’s ~~filed~~Discussion onand ~~Form~~Analysis ~~8-K~~of ~~by the~~Financial ~~Registrant~~Condition ~~during~~and ~~the~~Results ~~quarter~~of ~~covered by this report.~~ Operations

16Results of Operations

~~SIGNATURES~~Revenues for the three month period ended March 31, 2009 consisted of interest income of $191.

~~Pursuant~~Revenues tofor the ~~requirements~~three month period ended March 31, 2008 consisted of ~~the~~interest ~~Securities~~income ~~Exchange~~of ~~Act~~$2,338 and realized gains of ~~1934~~$7,761 on the Registrant’s ~~Western~~investment ~~Pennsylvania~~in ~~Adventure~~Syndesis ~~Capital~~Limited. ~~Fund~~During this period, ~~LLC~~the ~~has~~Registrant ~~duly~~received ~~caused~~$7,761 ~~this~~released ~~report~~from tothe bewithheld ~~signed~~escrow on ~~its~~the ~~behalf~~acquisition by Subex Azure of Syndesis Limited (a Canadian company), one of the ~~undersigned~~Registrant’s portfolio companies. As previous receipts of proceeds from this transaction had exceeded the Registrant’s cost of investment, ~~thereunto~~these ~~duly~~proceeds ~~authorized:~~were recorded as realized again.

		Western Pennsylvania Adventure Capital Fund, LLC
		(Registrant)
Date: May 9, 2007		/s/ G. Richard Patton
		G. Richard Patton
		President and Chief Executive Officer and Director
Date: May 9, 2007		/s/ Alvin J. Catz
		Alvin J. Catz
		Chief Financial Officer, Treasurer and Director

General and Administrative expenses for the three month period ended March 31, 2009 amounted to $3,000 and consisted of directors fees. Other operating expenses for the three month period ended March 31, 2009 amounted to $15,954, and included legal and accounting fees of $9,166.

17General and Administrative expenses for the three month period ended March 31, 2008 amounted to $3,000 and consisted of directors fees. Other operating expenses for the three month period ended March 31, 2008 amounted to $18,815, and included legal and accounting fees of $7,970.

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 March 31, 2009, $1,804,393 had been invested in nine Portfolio Companies, and the Registrant held cash, cash equivalents, and short-term investments in high quality commercial paper, U.S. Government securities and municipal securities of $111,377. Most of this amount, except for normal operating expenses, is available for investment in Portfolio Securities.

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 months ended March 31, 2009 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

Part II – Other Information

Item 6.

Exhibits and Reports on Form 8-K

(a)

List of Exhibits


11		Computation of earnings per unit for the three month periods ended March 31, 2009 and March 31, 2008

31.1		Certificate of Chief Executive Officer

31.2		Certificate of Principal Financial Officer

32.1		Certificate of Chief Executive Office

32.2		Certificate of Principal Financial Officer

(b)

Reports on Form 8-K

No reports were filed on Form 8-K by the Registrant during the quarter covered by this report.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Western Pennsylvania Adventure Capital Fund, LLC has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized:


Western Pennsylvania Adventure Capital Fund, LLC
(Registrant)

Date: May 4, 2009		/s/ G. Richard Patton
		G. Richard Patton
		President and Chief Executive Officer
		and Director

Date: May 4, 2009		/s/ Alvin J. Catz
		Alvin J. Catz
		Chief Financial Officer, Treasurer and Director

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