<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 000-21593
WESTERN PENNSYLVANIA ADVENTURE CAPITAL FUND
(Exact Name of Registrant as Specified in its Charter)
Pennsylvania 25-1792727
(State of Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2000 Technology Drive, Suite 150
Pittsburgh, PA 15219-3109
(Address of Principal Executive Offices and Zip Code)
412-687-0977
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirement for the past 90 days.
X Yes No
- ------- -------
Number of shares outstanding of the issuer's Common Stock, par value $.01 per
share, as of May 8, 1998: 2,210,434 shares
1
<PAGE>
Part I - Financial Information
Item 1. Financial Statements
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
Report on Review by Independent Certified 3
Public Accountants
Statements of Assets and Liabilities, as 4
of March 31, 1998 (unaudited) and December 31, 1997
Statements of Operations, for the Periods
January 1, 1998 through March 31, 1998 (unaudited) and 5
January 1, 1997 through March 31, 1997 (unaudited)
Statements of Changes in Net Assets (Deficit), for the Periods 6
January 1, 1998 through March 31, 1998 (unaudited) and
January 1, 1997 through March 31, 1997 (unaudited)
Statements of Cash Flows, for the Periods 7
January 1, 1998 through March 31, 1998 (unaudited) and
January 1, 1997 through March 31, 1997 (unaudited)
Notes to Financial Statements 8
Item 2. Management's Discussion and Analysis of Financial 15
Condition and Results of Operations
Statement by Management Concerning Review of Interim 16
Information by Independent Certified Public Accountants
Statement by Management Concerning the Fair 17
Presentation of Interim Financial Information
</TABLE>
2
<PAGE>
REPORT ON REVIEW BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors
Western Pennsylvania Adventure Capital Fund
We have reviewed the accompanying statement of assets and liabilities of Western
Pennsylvania Adventure Capital Fund as of March 31, 1998, and the related
statements of operations, changes in net assets (deficit), and cash flows for
the three-month periods ended March 31, 1998 and March 31, 1997. These financial
statements are the responsibility of the company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our reviews, we are not aware of any material modifications that should
be made to the accompanying financial statements for them to be in conformity
with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the statement of assets and liabilities as of December 31, 1997 and
the related statements of operations, changes in net assets (deficit), and cash
flows for the period January 1, 1997 to December 31, 1997 (not presented
herein), and in our report dated March 27, 1998, we expressed an unqualified
opinion on those financial statements.
/s/ Goff, Ellenbogen, Backa & Alfera, LLC
Goff, Ellenbogen, Backa & Alfera, LLC
Pittsburgh, Pennsylvania
May 11, 1998
3
<PAGE>
Western Pennsylvania Adventure Capital Fund
Statements of Assets and Liabilities
As of
<TABLE>
<CAPTION>
March 31, 1998 December 31, 1997
-------------- -----------------
(unaudited)
<S> <C> <C>
Assets
------
Cash and Cash Equivalents $ 302,676 $ 368,618
Short Term Investments, Net 1,453,001 1,571,082
Investment in Portfolio Companies 300,000 100,000
Organization Costs 14,440 15,200
----------- -----------
Total Assets $ 2,070,117 $ 2,054,900
=========== ===========
Liabilities
-----------
Accounts Payable $ 26,593 $ 10,011
Accrued Liabilities 2,986 8,520
----------- -----------
Total Liabilities $ 29,579 $ 18,531
=========== ===========
Net Assets
----------
Common Stock, Par Value $.01
Per Share, Authorized 10,000,000
Shares, Issued and Outstanding
2,210,434 Shares $ 23,543 $ 23,543
Additional Paid in Capital 2,083,290 2,083,290
Syndication Costs (85,507) (85,507)
Retained Earnings 20,651 16,482
Treasury Stock - 143,899 Shares,
at cost (1,439) (1,439)
----------- -----------
Net Assets Applicable to
Shares Outstanding $ 2,040,538 $ 2,036,369
=========== ===========
Net Assets Value Per Share $ 0.92 $ 0.92
=========== ===========
</TABLE>
See Accountant's Report and accompanying notes to financial statements.
4
<PAGE>
Western Pennsylvania Adventure Capital Fund
Statements of Operations
For the Periods
<TABLE>
<CAPTION>
January 1, 1998 January 1, 1997
through through
March 31, 1998 March 31, 1997
--------------- ---------------
(unaudited) (unaudited)
<S> <C> <C>
Revenues - Interest Income $ 24,979 $ 0
Expenses:
General and Administration 8,655 8,128
Interest 0 20
Other Operating Expenses 10,765 25
-------- --------
Total Expenses 19,420 8,173
-------- --------
Profit (Loss) Before
Income Taxes 5,559 (8,173)
Income Tax Expense 1,390 0
-------- --------
Net Income (Loss) $ 4,169 $(8,173)
======== =======
Earnings (Loss) Per Share $ 0.00 $ (0.03)
======== =======
</TABLE>
See Accountant's Report and accompanying notes to financial statements.
5
<PAGE>
Western Pennsylvania Adventure Capital Fund
Statements of Changes in Net Assets (Deficit)
For the Periods
<TABLE>
<CAPTION>
January 1, 1998 January 1, 1997
through through
March 31, 1998 March 31, 1997
--------------- ---------------
(unaudited) (unaudited)
<S> <C> <C>
From Operations
Net Income (Loss) $ 4,169 $ (8,173)
From Share Transactions:
Syndication Costs 0 (32,481)
----------- ---------
Net Increase (Decrease) in
Net Assets Derived from
Share Transactions 0 (32,481)
----------- ---------
Net Increase (Decrease)
in Net Assets 4,169 (40,654)
Net Assets (Deficit):
Beginning of Period 2,036,369 (38,773)
----------- ---------
End of Period $ 2,040,538 $ (79,427)
=========== =========
</TABLE>
See Accountant's Report and accompanying notes to financial statements.
6
<PAGE>
Western Pennsylvania Adventure Capital Fund
Statements of Cash Flows
For the Periods
<TABLE>
<CAPTION>
January 1, 1998 January 1, 1997
through through
March 31, 1998 March 31, 1997
--------------- ---------------
(unaudited) (unaudited)
<S> <C> <C>
Cash Flow from Operating Activities: $ 4,169 $ (8,173)
Income (Loss)
Change in Assets and Liabilities:
Organization Costs - Amortization 760 0
Accounts Payable - Increase 16,582 40,359
Accrued Liabilities - Increase
(Decrease) (5,534) 20
---------- -------
Net Cash Provided by
Operating Activities 15,977 32,206
---------- -------
Cash Flow from Financing Activities:
Payment of Syndication Costs 0 (32,481)
---------- -------
Net Cash Provided by
(Used in) Financing Activities 0 (32,481)
---------- -------
Cash Flow from Investing Activities:
Purchase of Short Term Investments,
Net of Redemptions 118,081 0
Investment in Portfolio Companies (200,000) 0
---------- -------
Net Cash Used in Investing Activities (81,919) 0
---------- -------
Net Increase (Decrease) in Cash
and Cash Equivalents: (65,942) (275)
Cash and Cash Equivalents
at Beginning of Period 368,618 418
---------- -------
Cash and Cash Equivalents
at End of Period $ 302,676 $ 143
========== =======
</TABLE>
See Accountant's Report and accompanying notes to financial statements.
7
<PAGE>
Western Pennsylvania Adventure Capital Fund
Notes to Financial Statements
March 31, 1998
Note 1 - Summary of Significant Accounting Policies:
- ---------------------------------------------------
This summary of significant accounting policies of Western Pennsylvania
Adventure Capital Fund ("the Fund") is presented to assist in understanding the
Fund's financial statements. These accounting policies conform with generally
accepted accounting principles and have been consistently applied in the
preparation of the financial statements.
Nature of Operations
The Fund was incorporated on May 23, 1996, 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, 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 ("Board"), which is elected 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 by The Enterprise Corporation of Pittsburgh
("Enterprise"), the Fund's investment advisor. Enterprise screens potential
Portfolio Companies and present them to the Fund's Board for investment
consideration, conducts due diligence reviews of investment candidates and
manages 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 are advisory only and are not
binding on the Fund or its Board of Directors. Enterprise is a private,
non-profit consulting firm founded in 1983 for the purpose of assisting
entrepreneurs in developing new businesses in western Pennsylvania.
Enterprise receives a fee equal to 5 percent 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 receive
compensation from investment partners or members of any investment consortium
that invests with the Fund in portfolio securities, all on such basis as such
other parties and Enterprise shall agree.
8
<PAGE>
Basis of Presentation - Interim Financial Statements
The financial information included herein has been prepared from the books and
records without audit. The accompanying financial statements have been
prepared in accordance with the instructions to Form 10-Q and do not include
all of the information and the footnotes required by generally accepted
accounting principles for complete statements. In the opinion of management,
all adjustments, consisting only of normal recurring adjustments, necessary for
a fair presentation of the financial condition, results of operations, changes
in net assets (deficit), and cash flows, have been included.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
These financial statements should be read in conjunction with the financial
statements and notes thereto for the period January 1, 1997 to December 31,
1997, contained in the Fund's 1997 Annual Report on Form 10-K.
Basis of Presentation - Net Assets
During 1996, the Fund began offering a total of 5,000,000 shares of its common
stock, par value $.01, at a price of $1.00 per share under Regulation E of the
Securities Act of 1933 (the "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
percent 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 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
Offering being 4.8 percent.
During 1997, the Fund sold 2,104,333 shares of its common stock and closed the
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 percent of the then total shares issued
and outstanding (2,210,434 shares). The repurchased shares are presented as
Treasury Stock, at cost.
There were no transactions involving the Fund's Shares during the three month
period ending March 31, 1998.
9
<PAGE>
Syndication Costs
For the three month period ending March 31, 1997, legal and other costs of
$32,481 incurred in connection with the Offering were capitalized and reported
as a permanent reduction of net assets in accordance with generally accepted
accounting principles. No syndication costs were incurred in the three month
period ending March 31, 1998.
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 13
months or less.
Short Term Investments
The Fund's short term investments consist of high quality commercial paper and
U.S. Government securities. These investments generally are purchased at a
discount from face value and are redeemed at maturity at face value. The
difference represents interest income 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 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 recognized on each individual investment will
increase over time as the carrying value of that investment increases. The
Fund records these investments net of remaining unearned interest income.
In accordance with Statement of Financial Accounting Standards ("SFAS") No.
115, "Accounting for Certain Investments in Debt and Equity Securities," the
Fund has classified all short term investments as held-to-maturity ("HTM").
Investments in Portfolio Companies
Investments are stated at value. Investments for which market quotations are
readily available are valued at the last trade price on or within one local
business day of the date of determination as obtained from a pricing source.
If no such trade price is available, such investments are valued at the quoted
bid price or the mean between the quoted bid and asked price on the date of
determination as obtained from a pricing source. Securities for which market
quotations are not readily available are valued at fair value in good faith
using methods determined by or under the direction of the Fund's Board of
Directors.
Start-Up and Organization Costs
A total of $15,200 has been incurred in connection with the start-up and
organization of the Fund. These costs have been deferred and are being
amortized ratably over a period of 60 months beginning January 1, 1998.
10
<PAGE>
Earnings Per Share
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.
Earnings per share is computed using the weighted average number of shares
outstanding during the respective periods. There are no outstanding stock
options, warrants, or other contingently issuable shares.
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. As of March 31, 1998 and December 31, 1997, the Fund
had no significant temporary or permanent differences and, therefore, it did
not have any deferred taxes.
Note 2 - 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 ("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. No shares were
sold during the three month period ending March 31, 1998.
As of July 11, 1997, the proceeds in the escrow account totaled $1,860,100. On
that date, the Fund withdrew substantially all of the funds from the escrow
account.
The funds released from escrow have been temporarily invested, pending
investment in Portfolio Securities, in cash equivalents, government securities,
and high quality debt securities. A portion of the funds released from escrow
were disbursed to pay accumulated obligations whose payment was deferred until
funds were released from escrow. As of March 31, 1998 and December 31, 1997,
$300,000 and $100,000, respectively, were invested in Portfolio Securities, and
the balance of the funds remained invested in cash equivalents, government
securities, and high quality debt securities.
Note 3 - Investments in Portfolio Companies
- -------------------------------------------
On February 23, 1998, the Fund purchased 341,998 shares of Neo Linear, Inc.
("Neo Linear") Convertible Preferred Stock at $.2924 per share for a total
investment of $100,000 which represented approximately 2.1 percent ownership on
a fully diluted basis. At approximately the same time, other private investors
in the Fund purchased
11
<PAGE>
approximately $333,000 of Neo Linear Convertible Preferred Stock. The total
investment represents approximately 9.2 percent ownership of Neo Linear on a
fully diluted basis. Neo Linear produces computer aided design software for the
semiconductor industry.
On March 10, 1998, the Fund purchased $100,000 of Precision Therapeutics, Inc.
("Precision Therapeutics") 5.65 percent Subordinated Convertible Notes
("Notes"). The Notes are convertible into the same equity, and on the same
terms, as Precision Therapeutics will issue in its next securities offering.
In addition, the Notes carry warrants for the purchase of Precision
Therapeutics' common stock at $1.00 per share equal to 15 percent of the value
of the Notes and accrued interest. The warrants expire after three years. At
approximately the same time, other private investors in the Fund purchased
approximately $240,000 of Precision Therapeutics Notes. Precision Therapeutics
tests various chemotherapy agents on cancer cells grown from tumors removed
from cancer patients, measures their killing effectiveness, and provides
reports to attending physicians.
Note 4 - Rescission Offer
- -------------------------
The Fund's Offering Circular authorized the Fund to sell shares through July
31, 1997. In August, September, and October 1997, a total of 194,233 shares of
the Fund's common stock in the aggregate were offered and sold to residents of
the Commonwealth of Pennsylvania for $1.00 per share ($194,233 in the
aggregate). Consequently, the provisions of Section 201 of the Pennsylvania
Securities Act of 1972 relating to the registration of securities may not have
been complied with in connection with the offer or sale of these securities.
Accordingly, the Fund made an offer of rescission to all of the affected
shareholders. The offer of rescission expired January 30, 1998. None of the
affected shareholders elected to exercise the right of rescission.
Note 5 - Co-Investor Agreement
- ------------------------------
On September 11, 1997, the Board of Directors of the Urban Redevelopment
Authority of Pittsburgh ("URA") approved a resolution authorizing the URA to
enter into a co-investment agreement with the Fund. Under the terms of this
agreement, the URA will set up an escrow account, or its equivalent, in the
amount of $1,000,000. These funds will be available for co-investment with the
Fund, on a dollar-for-dollar basis, in Portfolio Companies, subject to certain
exclusions, that either are located in the City of Pittsburgh or commit to
locate in the City of Pittsburgh within six months of closing on the
investment. The URA may withhold releasing funds if it is convinced that the
Fund does not have adequate funding. The URA will have observer rights to
attend Fund Board of Directors meetings.
12
<PAGE>
Note 6 - Short Term Investments
- -------------------------------
The Fund, pending investments in Portfolio Securities, temporarily invests its
excess funds in short term high quality commercial paper and U.S. Government
securities. These investments generally are purchased at a discount from face
value and are redeemed at maturity at face value. The discount from face value
represents unearned interest income and is recognized over the remaining term
of the security using the effective yield to maturity method. All of the short
term investments are classified as HTM in accordance with SFAS No. 115. The
face value, carrying value, and market value for HTM investments were as
follows at March 31, 1998 and December 31, 1997:
<TABLE>
<CAPTION>
As of March 31, 1998
--------------------
Investment Face Value Carrying Value Market Value
- ---------- ---------- -------------- ------------
<S> <C> <C> <C>
Commercial Paper $ 787,000 $ 773,324 $ 772,294
U.S. Government Securities 694,000 679,677 679,312
---------- ---------- ----------
Total $1,481,000 $1,453,001 $1,451,606
========== ========== ==========
<CAPTION>
As of December 31, 1997
-----------------------
Investment Face Value Carrying Value Market Value
- ---------- ---------- -------------- ------------
<S> <C> <C> <C>
Commercial Paper $ 943,000 $ 929,252 $ 926,176
U.S. Government Securities 652,000 641,830 641,703
---------- ---------- ----------
Total $1,595,000 $1,571,082 $1,567,879
========== ========== ==========
</TABLE>
Note 7 - Transactions with Enterprise
- -------------------------------------
Accounts payable as of March 31, 1998, includes $16,439 payable to Enterprise
for investment advisory services ($15,000) and for the repurchase of 143,899
shares of the Fund's Common Stock from Enterprise ($1,439) (See Note 1). This
amount was paid to Enterprise in April 1998.
Accounts payable as of December 31, 1997, includes $6,439 payable to Enterprise
for investment advisory and administrative services ($5,000) and for the
repurchase of 143,899 shares of the Fund's Common Stock from Enterprise
($1,439).
13
<PAGE>
Note 8 - Subsequent Events
- --------------------------
On April 20, 1998, the Fund purchased 80,000 shares of ISLIP Media Network,
Inc. ("ISLIP") Series A Preferred Stock at $1.25 per share for a total
investment of $100,000, which represented approximately 0.7 percent ownership
on a fully diluted basis. At approximately the same time, other private
investors in the Fund purchased $250,000 of ISLIP Series A Preferred Stock.
The total investment, including shares already owned by private investors in
the Fund, represents approximately 3.0 percent ownership of ISLIP on a fully
diluted basis. ISLIP develops and supplies products and services that create
and deliver network-based searchable digital video and audio libraries.
14
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
- -------------------------------------------------------------------------
Results of Operations
- ---------------------
Results of Operations
- ---------------------
Revenues for the three month period ending March 31, 1998, consisted on
interest income of $24,979. General and administrative expenses amounted to
$8,655, and consisted primarily of legal and accounting fees. Other operating
expenses of $10,765 included $10,000 for investment advisory and administrative
services due to Enterprise, the Fund's investment advisor.
There were no revenues for the three month period ending March 31, 1997.
Expenses for the three month period ending March 31, 1997, were $8,173, and
consisted primarily of professional fees of $7,878 for the audit of the
Registrant's financial statements for the period from inception (May 23, 1996)
through December 31, 1996.
Financial Condition, Liquidity and Capital Resources
- ----------------------------------------------------
The Registrant, through its sale of Common Stock under the Offering, raised
$2,104,333 in 1997. As of March 31, 1998, the Registrant had invested $300,000
in Portfolio Companies, and held cash, cash equivalents, and short-term
investments in high quality commercial paper and U.S. Government securities of
$1,755,677. Most of this amount, except for normal operating expenses, is
available for investment in Portfolio Securities.
15
<PAGE>
Statement by Management Concerning Review of Interim Financial
Information by Independent Certified Public Accountants
The March 31, 1998 financial statements included in this filing on Form 10-Q
have been reviewed by Goff, Ellenbogen, Backa & Alfera, LLC, independent
certified public accountants, in accordance with established professional
standards and procedures for such review. The report of Goff, Ellenbogen,
Backa & Alfera, LLC commenting on their reviews accompanies the financial
statements included in Item 1 of Part I.
16
<PAGE>
Statement by Management Concerning the Fair Presentation
of Interim Financial Information
The financial information included herein is unaudited; however, such
information reflects all adjustments (consisting solely of normal recurring
adjustments), which are, in the opinion of management, necessary to a fair
statement of the results for the interim periods. The report of Goff,
Ellenbogen, Backa & Alfera, LLC commenting upon their reviews accompanies the
financial statements included in Item 1 of Part I.
17
<PAGE>
Part II - Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) List of Exhibits
11 Computation of earnings per share for the three month
periods ended March 31, 1998 and March 31, 1997
27 Financial Data Schedule
(b) Reports on Form 8-K
There were no reports on Form 8-K filed during the quarter
ended March 31, 1998
18
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Western
Pennsylvania Adventure Capital Fund has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
Western Pennsylvania Adventure Capital Fund
(Registrant)
/s/ G. Richard Patton
------------------------------------------
Date May 11, 1998 G. Richard Patton
------------------ President, Chief Executive Officer
and Director
/s/ Alvin J. Catz
------------------------------------------
Date May 11, 1998 Alvin J. Catz
------------------ Chief Financial Officer, Treasurer
and Director
19
<PAGE>
Item 6 (a), Exhibit 11
Western Pennsylvania Adventure Capital Fund
Schedule of Computation of Earnings Per Common Share
For the Periods
<TABLE>
<CAPTION>
January 1, 1998 January 1, 1997
through through
March 31, 1998 March 31, 1998
-------------- --------------
(unaudited) (unaudited)
<S> <C> <C>
Net Income (Loss) $ 4,169 $ (8,173)
========== =========
Weighted Average Number of
Common Shares Outstanding 2,210,434 250,000
========== =========
Earning (Loss) per Common Share $ 0.00 $ (.03)
========== =========
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the
Statement of Assets and Liabilities at March 31, 1998 and the Statement of
Operations from January 1, 1998 to March 31, 1998 and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<INVESTMENTS-AT-COST> 1,753,001
<INVESTMENTS-AT-VALUE> 1,751,606
<RECEIVABLES> 0
<ASSETS-OTHER> 14,440
<OTHER-ITEMS-ASSETS> 302,676
<TOTAL-ASSETS> 2,070,117
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 29,579
<TOTAL-LIABILITIES> 29,579
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2,083,290
<SHARES-COMMON-STOCK> 2,210,434
<SHARES-COMMON-PRIOR> 2,210,434
<ACCUMULATED-NII-CURRENT> 24,979
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (1,395)
<NET-ASSETS> 2,040,538
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 24,979
<OTHER-INCOME> 0
<EXPENSES-NET> 19,420
<NET-INVESTMENT-INCOME> 4,169
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> (1,395)
<NET-CHANGE-FROM-OPS> 4,169
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 4,169
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 10,000
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 19,420
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</TABLE>
