SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

               ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE
                        SECURITIES EXCHANGE ACT OF 1934
                  For the fiscal year ended December 31, 2000


                     Commission File No. 0-25935

                         THE RIDGEWOOD POWER GROWTH FUND
             (Exact Name of Registrant as Specified in Its Charter)

        Delaware                           22-3495594
(State or Other Jurisdiction             (I.R.S. Employer Identification No.)
of Incorporation or Organization)

  c/o Ridgewood Power Corporation, 947 Linwood Avenue, Ridgewood, New Jersey
07450
  (Address of Principal Executive Offices)                        (Zip Code)

Registrant's Telephone Number, including Area Code:  (201) 447-9000

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:

Investor Shares of Beneficial Interest
(Title of Class)


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

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

     There is no market for the Shares. The aggregate capital contributions made
for the Registrant's  voting Shares held by  non-affiliates of the Registrant at
March 30, 2001 was $65,810,670.

Exhibit Index is located on page 34.
<PAGE>

PART I

Item 1.  Business.

Forward-looking statement advisory

         This Annual Report on Form 10-K, as with some other  statements made by
the Fund from time to time, has  forward-looking  statements.  These  statements
discuss  business trends and other matters relating to the Fund's future results
and the business climate. In order to make these statements, the Fund has had to
make  assumptions  as to the future.  It has also had to make  estimates in some
cases about events that have already  happened,  and to rely on data that may be
found to be inaccurate at a later time. Because these forward-looking statements
are based on assumptions, estimates and changeable data, and because any attempt
to predict the future is subject to other  errors,  what  happens to the Fund in
the future may be materially different from the Fund's statements here.


     The Fund therefore warns readers of this document that they should not rely
on these  forward-looking  statements without considering all of the things that
could make them inaccurate.  This Registration Statement discusses many (but not
all) of the risks and  uncertainties  that might  affect  these  forward-looking
statements.

     Some of these are changes in political and economic conditions,  federal or
state  regulatory  structures,   government  taxation,  spending  and  budgetary
policies,  government  mandates,  demand for electricity and thermal energy, the
ability of customers to pay for energy  received,  supplies and prices of fuels,
operational status of plant,  mechanical  breakdowns,  availability of labor and
the  willingness  of  electric  utilities  to perform  existing  power  purchase
agreements in good faith.  Some of these cautionary  factors that readers should
consider are  described  below at Item 1(c)(5) - Trends in the Electric  Utility
and Independent Power Industries.

     By making these  statements  now, the Fund is not making any  commitment to
revise these forward-looking  statements to reflect events that happen after the
date of this document or to reflect unanticipated future events.

(a)  General Development of Business.

     The Registrant is The Ridgewood  Power Growth Fund (the "Fund"),  which was
organized as a Delaware  business  trust in January 1998 to  participate  in the
development,   construction  and  operation  of  independent   power  generating
facilities and capital facilities  ("Independent Power Projects" or "Projects").
Ridgewood  Energy  Holding  Corporation   ("Ridgewood   Holding"),   a  Delaware
corporation, is the Corporate Trustee of the Fund.

     The Fund has sold whole and fractional shares of beneficial interest in the
Fund  ("Investor  Shares") at $100,000 per Investor  Share.  The Fund's offering
began on February 9, 1998 and was  discontinued  in April 2000.The  offering has
raised  approximately  $65,800,000.   Net  of  offering  fees,  commissions  and
expenses,  the offering had provided as of that date  approximately  $54,600,000
for  investments in the  development  and  acquisition of Projects and operating
expenses.   The  Fund  has  1,182  record   holders  of  Investor   Shares  (the
"Investors").

     The Fund has two Managing  Shareholders:  Ridgewood Power LLC, a New Jersey
limited liability company ("Ridgewood Power") and Ridgewood Power VI LLC ("Power
VI Co"), which is also a New Jersey limited liability  company.  Power VI Co has
assigned and delegated all of its rights and responsibilities to Ridgewood Power
and is essentially a shell company.  The Managing  Shareholders  have direct and
exclusive  discretion in the  management and control of the affairs of the Fund.
Both Ridgewood Power and Power VI Co are controlled by Robert E. Swanson, who is
the manager of each.  The  officers of Power VI Co are also the same as those of
Ridgewood  Power and Power VI Co currently does not conduct any business.  It is
anticipated  that Ridgewood Power will take all actions  necessary to manage the
Fund,  without  any  participation  by  Power  VI Co. A  further  discussion  of
Ridgewood  Power and Power VI Co is found at Item 5(b) - Directors and Executive
Officers  -  Managing  Shareholders.  In  the  remainder  of  this  Registration
Statement,  when a reference  is made to the  "Managing  Shareholder,"  it is to
Ridgewood Power so long as it acts as Managing Shareholder and to Power VI Co if
Power VI Co is  activated to serve as a Managing  Shareholder.  The two Managing
Shareholders   and  the   Investors   are   collectively   referred  to  as  the
"Shareholders."

     The Fund  currently  has three  Independent  Panel  Members.  Approval of a
majority  of  the  Independent   Panel  Members  is  required  for  approval  of
transactions  between the Fund and other  investment  programs  sponsored by the
managing  shareholders.  The Independent  Panel Members do not exercise  general
oversight of the managing  shareholders  or of the Fund and are not directors of
the  Fund.  The  Independent  Panel  Members  do  not  have  any  management  or
administrative powers over the Fund or its property.

     The Fund has a Corporate Trustee, Ridgewood Energy Holding Corporation. The
Corporate  Trustee acts on the instructions of the Managing  Shareholders and is
not authorized to take independent  discretionary  action on behalf of the Fund.
See Item 5 - Directors  and  Executive  Officers of the  Registrant  below for a
further description of the management of the Fund.

     The Managing  Shareholders  are  controlled  by Robert E.  Swanson,  who is
currently their sole manager and chief executive officer.  For information about
the merger of the prior Managing Shareholder,  Ridgewood Power Corporation, into
Ridgewood  Power LLC, see Item 10(b) - Directors and  Executive  Officers of the
Registrant - Managing Shareholders.

         Robert E.  Swanson and certain  Swanson  family  trusts own 100% of the
equity of the following entities:

o Ridgewood Securities Corporation - Placement Agent ("Ridgewood Securities");
o Ridgewood Power Management,  LLC - Operates the Projects owned by the Fund and
six other trusts ("RPM");
o  Ridgewood  Power  LLC -  Managing  Shareholder  of seven  trusts  ("Ridgewood
Power");
o Ridgewood Energy Holding  Corporation - Corporate  Trustee for all six trusts;
and
o Ridgewood  Capital  Management LLC - A marketing  affiliate and manager of six
venture capital funds ("Ridgewood Capital").

     Mr.  Swanson has sole voting and  investment  power over the Swanson family
trusts and is the sole manager, chief executive officer of the above entities.

         In addition, the Fund is affiliated with the following trusts organized
by the Ridgewood Power:

o Ridgewood Electric Power Trust I ("Power I");
o Ridgewood Electric Power Trust II ("Power II");
o Ridgewood Electric Power Trust III ("Power III");
o Ridgewood Electric Power Trust VI ("Power IV");
o Ridgewood Electric Power Trust V ("Power V" or "Trust V"); and
o Ridgewood/Egypt Fund ("Egypt Fund").

 (b)  Financial Information about Industry Segments.

     The  Fund has been  organized  to  operate  in only one  industry  segment:
independent  power  generation and related capital,  infrastructure  and venture
projects.

(c)  Narrative Description of Business.

     (1) General Description.

The Fund has  invested in  Projects  that  provide  long-term  cash  flows.  Its
investments   are   structured  for  federal  income  tax  purposes  as  "direct
participation"  investments,  so that  income,  gains,  losses,  deductions  and
credits flow through to each Investor's  personal tax return, and are subject to
tax only once.  Investors will  generally have limited  liability for the Fund's
obligations and those of the Projects.

     The Fund has invested in a portfolio of energy and infrastructure  Projects
located in the United  States,  the United  Kingdom and Egypt,  including  small
hydroelectric  projects in California and the eastern U.S., an equity investment
in  ZapWorld.Com,  a manufacturer  of electric  bicycles,  landfill gas electric
generating  Projects located in England and Scotland and water  desalination and
electric  generating  Projects  located at  resorts in Egypt.  The Fund will not
invest in nuclear power facilities.

         (2)   The Fund's Investments.

         (i)  United Kingdom Landfill Projects

     The Fund and Power V have  organized  Ridgewood  U.K.  Limited,  an English
limited  company  ("Ridgewood  U.K.") as a joint  venture  to  acquire  (through
subsidiaries)  certain  operating  landfill gas generating  projects  located in
England and Scotland (the "U.K. Projects").

         To date,  Ridgewood U.K. has acquired 10 U.K.  Projects housing a total
installed  capacity of approximately 20 megawatts.  Ridgewood U.K. also holds an
option to acquire up to an additional 21  developmental  projects  (representing
approximately  22  megawatts)  to the extent that such  additional  projects are
approved by Ridgewood U.K. and successfully completed. The total equity provided
by Ridgewood U.K. to acquire the U.K. Projects is approximately $19 million,  of
which $16  million  was  furnished  by Trust V and $3 million  was funded by the
Fund.  The  remaining  portion  of the  purchase  price  for the  U.K.  Projects
(approximately  $9.5  million) was  furnished  under a 14-year  credit  facility
provided to Ridgewood U.K. subsidiaries by The Bank of Scotland. Ridgewood Power
estimates that seven additional  projects requiring  approximately $5 million in
additional  equity will become  available to Ridgewood  U.K.  through the end of
2001.

         Each of the Fund and Power V share an undivided  interest in all of the
U.K.  Projects in  proportion to the amounts of capital  contributed  by each of
Trust V and the Fund for the acquisition of such projects.

     The following is a list of the U.K.  Projects owned by Ridgewood U.K. as at
December 31, 2000:

                                            Installed Capacity
Project Name                 Location          (Megawatts)
------------------------   -------------------      -----

Chelson Meadow .........   Devon, England            2.85
Chelson Meadow II ......   Devon, England            0.95
United Mines ...........   Cornwall, England         2.85
Whiney Hill ............   Lancashire, England       3.10
Belhouse ...............   Essex, England            2.85
Summerston .............   Glasgow, Scotland         2.85
                                                    -----
Total Installed Capacity                            15.45

     Since  January 1, 2001,  Ridgewood  U.K.  has acquired an  additional  four
projects:

                                              Installed Capacity
Project Name                   Location            (Megawatts)
------------------------   -----------------------      ----

Queens York ............   Lancashire, England          1.64
Beighton ...............   Sheffield, England           0.95
Cotesbach ..............   Leicestershire, England      1.22
Skelbrooke .............   Yorkshire, England           0.95
                                                        ----
Total Installed Capacity                                4.76

         Operations  and  maintenance  services  for all the U.K.  Projects  are
provided by Ridgewood CLP Management  Limited,  an English limited company owned
by  the  Trust  and by  The  Growth  Fund  ("Ridgewood  Management").  Ridgewood
Management  has  subcontracted  such  responsibilities  to CLP Services  Limited
("CLPS"),  an English  limited  company which is affiliated with the development
company which  developed the projects and sold them to Ridgewood U.K. Under such
subcontract,  CLPS provides all operational and maintenance services for a fixed
amount  (approximately  1.2(cent) per kilowatt hour produced) plus an additional
amount of approximately  $112,000 per year for record keeping and administrative
services  performed for Ridgewood U.K. and the various  subsidiaries  which hold
title to the projects.  Such  subcontract may be terminated by Ridgewood U.K. if
the projects fail to meet certain agreed upon performance  standards (generally,
90% of projected cumulative project output).

         The Fund and Power V began investigating Egyptian opportunities in late
1998. The two Trusts organized  Ridgewood Near East Holdings,  LLC, a New Jersey
limited liability  company  ("Holdings") as a holding company for their Egyptian
investments and to date have contributed  approximately $28,250,000 to Holdings.
The Fund and Trust V own equity in Holdings in  proportion  to the capital  they
have  contributed.  Holdings  in turn  owns all of the  equity  in the  Egyptian
operating  subsidiaries,   including  Ridgewood  Egypt  For  Infrastructure  LTD
("REI").  Donald Stewart,  who is not an employee of Ridgewood Egypt acts as its
consultant.  Mr.  Stewart is  reimbursed  for his  expenses  but does not draw a
salary.  Instead,  upon  successful  completion  of a  development  Project,  he
receives a commission  equal to 4% of the Project's  cost.  Since late 1998, the
Fund and Power V have investigated and developed  projects to supply electricity
and  potable  water  to the  tourist  industry  on the Red Sea in  Egypt.  These
projects consist of electric  generating  plants supplying either a single hotel
or a series of hotels  connected  by a  distribution  network,  reverse  osmosis
seawater  desalination  plants  supplying  either a single  hotel or a series of
hotels by a pipeline and combinations of the above.

     As of January 31,  2001,  the Fund and Power V together had 15 water plants
constructed or under  development,  with a total capacity of 12,530 cubic meters
per day of potable water production (one cubic meter equals 264.2 U.S.  gallons)
and 6 electric  generation plants  constructed or under development with a total
capacity of 23,400 kilowatts. When all of the Egyptian Projects contemplated are
fully  completed,  which is estimated to be April 30, 2001, the total investment
in these projects will be approximately $27,265,000.

REI has identified additional projects, which it considers to provide attractive
returns and long-term growth potential. These projects include:

1) The  acquisition of a water  desalination  plant with a 26 mile long pipeline
serving  approximately  50% of the area of Sharm El Sheikh,  an  internationally
known resort area at the southern tip of the Sinai peninsula.

2) The  construction  of a 528,000 gallons per day water  desalination  plant in
Hurghada, which will serve small hotels and commercial businesses.

3) The construction of a 528,000 gallons per day water  desalination plant and 5
mile  long  pipeline  to  serve a  multi-hotel,  tourist  development  south  of
Hurghada.

4) Expansion of existing  water and electric  facilities as existing  hotels are
expanded and new hotels constructed.

The  Fund  and  Power  V do not  have  any  additional  funds  for  investments.
Accordingly,  the Managing  Shareholder has organized the Ridgewood/ Egypt Fund,
which is currently offering securities.  The funds raised from Ridgewood/Egypt's
offering will be used to fund these additional Projects.

REI currently provides several services in Egypt:

o  Construction  of electric  generation  and/or water  desalination  plants for
individual hotels.

o Construction of electric  generation and/or water desalination  plants coupled
with electric  distribution  and/or water  pipelines in new developing  areas to
serve multiple hotels.

o Purchase of existing  electric  generation  and/or water  desalination  plants
operating at existing hotels.

o Long-term operation of these electricity and water facilities.

REI produces electric power with diesel engine driven generators only.  Although
Egypt is a  producer  of natural  gas,  the  isolated  tourist  areas  where the
Egyptian  Projects  are located do not have  natural gas  available  in required
quantities. Diesel fuel is readily available throughout Egypt and is supplied at
a fixed price through government agencies. Diesel engine driven generators are a
well-proven technology over eighty years old. There are many qualified suppliers
throughout the world.

All of REI's water desalination plants employ reverse osmosis equipment ("R/O").
This is a process  where  seawater or brackish  water (water with less salt than
seawater but which is not  drinkable or  palatable)  is pumped at high  pressure
(1,000 pounds per square inch) through thin, porous  membranes.  The pressurized
water passes  through but the salt and other large  molecules  remain behind and
thus are separated from the purified  water.  This process has been in existence
for over thirty years and is widely used  throughout  the world.  There are many
suppliers  of the  R/O  equipment  and  the  membranes.  The  Company  primarily
purchases R/O equipment from a U.S. company named Waterlink, because it believes
Waterlink offers the best combination of price, service and quality. However the
Company  is not  dependent  on  Waterlink  and  can  build  plants  using  other
manufacturers' equipment.

REI's  operating  expenses,  which are charged  against the projects' cash flow,
include,  development and administrative,  operation and maintenance  activities
for all of its Egyptian Projects.  Electric  generation costs that are dependent
on production volume include diesel fuel, consumables, and a maintenance reserve
for preventative maintenance and major repairs. At the current time, over 80% of
those costs are fuel costs. At current fuel costs,  which include delivery,  are
fixed by the Egyptian  government and are uniform  throughout  the country,  the
fuel used to generate one kilowatt-hour of electricity  costs  approximately 3.2
U.S. cents at current exchange rates.  These estimates are based on averages and
will vary based on location,  maintenance  needs,  personnel costs and training,
and other factors.  All of REI's  electricity sales contracts provide for a 100%
cost pass-through as the price of diesel fuel changes.

         The  average  cost to  produce  one  cubic  meter  (264.3  gallons)  of
desalinated  water from  seawater,  at current  prices and  exchange  rates,  is
approximately $ .0024 per gallon.

         Where REI supplies the  electricity  to the customer,  REI provides the
electricity  for the R/O  equipment and includes  that  electricity  cost in the
amount  billed for water.  Otherwise,  the customer has the  responsibility  for
providing electric power and bears the risk of electricity price changes.

         Operating  costs for  processing  brackish water are similar except for
the amount of electricity used, which can be as low as 30% of the amount used to
process  seawater.  Capital  costs  for  brackish  water  processing  tend to be
significantly  lower  because  less capable  equipment  can be used. A R/O water
desalination  plant is  automated  and does not require a full time  operator in
attendance.  Prompt response to problems is important,  however, if the customer
is not to be left without water. REI employs a central team of water specialists
who visit each R/O plant  periodically  to perform  routine  maintenance and who
respond to any problems.

REI's projects  generally sell their electricity and drinking water output under
written,  long-term  contracts  governed by Egyptian  law. The  community  water
projects  sell  water  to a number  of  hotels  or  commercial  and  residential
customers.  In those cases, REI sells at a fixed,  published price, which it may
change based on market conditions.  There is no formal regulatory authority that
reviews those prices or which has authority to set them.


(iii) ZAP World.Com, Inc.

The Fund invested  $2,050,000  in Ridgewood  ZAP, LLC in March 1999 as a holding
company for its investments in ZAP World.COM, Inc. ("ZAP"). ZAP is headquartered
in  Sebastopol,  California,  north of San  Francisco.  ZAP designs,  assembles,
manufactures and distributes  electric bicycle power kits, electric bicycles and
tricycles,  electric scooters, and other electric transportation vehicles. ZAP's
common stock is quoted on the OTC Bulletin Board under the symbol "ZAPP".

ZAP  manufactures an electric motor system that is sold as a kit to be installed
by the  customer  on their own  bicycle.  The system was  designed to assist the
rider during more difficult riding situations,  rather than as a replacement for
pedaling. ZAP also installs the motor system on specially designed bicycles that
the Company has manufactured under contract. The completed bicycles, with motor,
are then sold to the customer.  Additionally,  ZAP produces an electric scooter,
known as the  ZAPPY(TM),  which is  manufactured  by the  Company,  using  parts
manufactured by various  subcontractors.  ZAP also is an U.S. distributor of the
Electricycle(TM)  scooter that is imported from China and is a distributor of an
electric motorcycle.

     Further information on ZAP is contained in its Annual Report on Form 10-KSB
and Quarterly  Reports on Form 10-QSB,  filed with the  Securities  and Exchange
Commission.

     On March 30, 1999,  Ridgewood  ZAP, LLC purchased  678,808  shares of ZAP's
common stock for a total  purchase  price of  $2,050,000  ($3.02 per share) in a
private placement.

     As part of the  transaction,  Ridgewood  ZAP,  LLC was granted a warrant to
purchase  additional  shares of Common Stock of ZAP, which was exercised in June
1999 after the Fund  contributed to Ridgewood ZAP, LCC the $2,000,000  necessary
to do so. The total  exercise  price under the warrant  was  $2,000,000  and the
exercise  price per  share was 85% of the  average  daily  closing  price of the
Common Stock over the 20 day period prior to the date of exercise,  but not more
than  $4.50 per share and not less than  $3.50 per  share.  Ridgewood  ZAP,  LLC
acquired 571,249 shares of ZAP Common Stock on exercise.

     Ridgewood  ZAP,  LLC and ZAP entered into four  agreements  as of March 30,
1999: a Stock and Warrant Purchase Agreement, a Common Stock Purchase Warrant, a
letter  agreement  regarding  exercise of the warrant and an  Investor's  Rights
Agreement. The Stock and Warrant Purchase Agreement provided for the purchase of
the Common  Stock and the  issuance of the warrant  and  contained  conventional
representations  and  warranties  by the  parties.  The  warrant  and the letter
agreement contained the warrant provisions described above.

     The Investor's  Rights  Agreement  grants  Ridgewood ZAP, LLC the following
rights:  two demand  registrations  (provided that each  registration  is for at
least $7.5 million of Common Stock), piggyback registration rights and S-3 shelf
registration  rights. ZAP has the right to prohibit demand  registrations within
specified   periods  of  its  own  registrations  and  to  delay  or  limit  any
registration  under certain  conditions.  The Investor's  Rights  Agreement also
requires ZAP to provide  Ridgewood ZAP, LLC with quarterly and annual  financial
information,   an  annual   financial   plan,   audit   information  and  public
announcements.  Ridgewood  ZAP, LLC is also granted first refusal rights similar
to preemptive  rights (except for stock  issuances in connection with mergers or
acquisitions,  loan or lease transactions,  employee benefit plans, stock splits
or dividends, or registered public offerings of $7.5 million or more). The first
refusal  rights expire on the earliest of a registered  public  offering of $7.5
million or more, an acquisition of ZAP or March 30, 2003.

     The  Investor's  Rights  Agreement  generally  terminates  at such  time as
Ridgewood ZAP, LLC owns less than 5% of ZAP's Common Stock. Ridgewood ZAP, LLC's
rights also relate to Common Stock that it may transfer to its affiliates.

     ZAP's two largest  shareholders have agreed with Ridgewood ZAP that as long
as Ridgewood ZAP, LLC owns at least 5% of ZAP's voting stock,  the  shareholders
will vote their shares in favor of up to two directors nominated by Ridgewood
ZAP, LLC. Ridgewood ZAP, LLC has nominated two directors,  Robert E. Swanson and
Douglas Wilson (who are officers of the Fund and Ridgewood  Power, see Item 5(b)
Directors and  Executive  Officers of the  Registrant - Managing  Shareholders),
both of whom have been elected to ZAP's Board of Directors.

Two of the Fund's other three  investments,  the U.K.  Landfill Gas Projects and
the Hydroelectric  Projects,  have long-term,  formula price contracts for their
output.  While  purchasing  Projects with long-term  contracts  might reduce the
anticipated  volatility of the Fund's earnings,  it means that there is not much
potential for earnings  growth beyond the rate of inflation.  The Fund therefore
made a relatively small investment in ZAPWORLD.COM.  Although this investment is
highly risky,  if it is successful,  it would have the potential for significant
capital appreciation.  This addresses the Fund's primary objective, noted above,
for providing capital appreciation.

     The  investment  in  ZAP  Power  Systems  has  a  significantly   different
risk-return  profile from those of independent  electric power plants or similar
investments.  ZAP's  products are purchased  primarily by consumers and are thus
subject to fluctuations in demand caused by publicity,  fads,  consumer  tastes,
general economic conditions and other factors. Customer relationships tend to be
single sale transactions through retail franchisees and distributors rather than
repeated long term sales under contracts or sales through a power exchange.  For
these  reasons and others ZAP's  revenues are expected to be much more  volatile
than those of independent power plants or similar  investments  purchased by the
Fund.  Further, as the maker of a consumer product ZAP is subject to liabilities
to consumers for  defectively  designed or produced  products.  Thus, the Fund's
investment in ZAP may be more risky than its other planned investments and there
may be a higher risk of a total loss. Conversely, the Fund believes that the ZAP
investment has a higher long-term potential payoff.

Mr.  Swanson has  purchased  a franchise  to  distribute  ZAP's  products in the
eastern portion of Long Island,  New York. See Item 12 -- Certain  Relationships
and Related Transactions for additional information.

(iv) Synergics, Inc. Acquisition

Beginning  in  late  1999,  the  Managing   Shareholder  of  the  Trust,   began
negotiations  to  buy  nine  existing   hydroelectric   generating  plants  from
Synergics, Inc. ("Synergics").  In the course of negotiations and due diligence,
the Managing  Shareholder  learned that one of Synergics' lenders had declared a
payment  default  against  Synergics and that the lender had agreed to discharge
the debt at a substantial  discount from the face amount if payment were made by
the end of April 2000.  In order to preserve the benefit of the  lender's  offer
and to allow completion of the acquisition on favorable  terms,  Trust V and the
Fund,  through a joint  venture,  acquired the debt from the lender on April 28,
2000 for a payment of $17  million to the lender.  The debt  remains in default,
but the joint venture is not  exercising its remedies  against  Synergics or the
Synergics subsidiaries pending the proposed acquisition described below.

The joint  venture  intends to acquire the  Synergics  hydroelectric  generation
business  by  forgiving  the $17  million  of  outstanding  debt and  paying  an
additional  $1  million to the  shareholders  of  Synergics  and paying up to an
additional $1.7 million of Synergics' tax liabilities  that might be incurred as
a  result  of the  sale  of its  assets.  The  structuring  and  closing  of the
acquisition is to be determined after a review of certain financial, contractual
and tax considerations.  Until the acquisition  closes,  Synergics has agreed to
retain all working capital for the account of the joint venture and to allow the
joint venture to approve all operational  decisions and expenditures.  Synergics
is cooperating closely with the joint venture in making operational decisions.

However,  although the joint venture  currently intends to acquire the Synergics
hydroelectric  generation  business as promptly as  possible,  neither the joint
venture nor the Fund and Power V are  obligated  to acquire  Synergics or any of
its assets.  Wayne L. Rogers,  the  president of  Synergics,  agreed to vote the
stock of Synergics,  Inc.  beneficially  owned by him  (approximately 69% of the
voting  stock)  in favor  of a  merger  or  other  corporate  reorganization  as
specified by the Fund and Power V that  materially  complies with the provisions
outlined above.

Although the joint venture now owns $17 million of the senior debt of Synergics,
there is approximately  $11.725 million of debt owed to Fleet Bank, N.A. Trust V
and the Fund are in discussions with Fleet Bank concerning the assumption of the
Fleet debt in connection with the acquisition.

Trust V supplied $5 million of the capital used by the joint  venture to acquire
the debt and the Fund supplied the remaining $12 million. Any additional capital
needed for the  acquisition  will be supplied to the joint  venture by the Fund.
Trust V and the Fund will own the joint  venture in  proportion  to the  capital
each supplies and neither will have preferred rights over the other.

(v) Mediterranean Fiber Optic Project

         In September 1999,  Trust V and the Fund organized  Ridgewood  MedFiber
LLC and each of them  contributed  $1.5  million  to the joint  venture on equal
terms.  Ridgewood MedFiber then invested the $3 million in a 25% equity interest
in Global Fiber Group, a newly organized developer ("GFG"),  which was exploring
a proposal to construct a 3,600  kilometer  (2,200 mile) long  underwater  fiber
optic cable among Spain, Southern France and Italy via the Mediterranean Sea.

     In February 2000 the original  management,  which had been unable to obtain
additional  equity  financing  for the  Project,  agreed  to  withdraw  from the
venture.  Ridgewood  MedFiber was unable to find other equity  investors for the
venture  and  the  venture  ceased  activity  in the  second  quarter  of  2000.
Accordingly,  the Fund wrote off its entire  investment in the Project effective
March 31, 2000.

(3)  Project Operation.

     The major costs of a Project  while in  operation  will be debt service (if
applicable), fuel, taxes, maintenance and operating labor. The ability to reduce
operating  interruptions and to have a Project's  capacity available at times of
peak demand are critical to the profitability of a Project.
Accordingly, skilled management is a major factor in the Fund's business.

The technology  involved in conventional power plant construction and operations
as well as  electric  and  heat  energy  transfers  and  sales is  widely  known
throughout the world.  There are usually a variety of vendors  seeking to supply
the necessary  equipment for any Project. So far as the Fund is aware, there are
no  limitations or  restrictions  on the  availability  of any of the components
which would be necessary to complete construction and commence operations of any
Project.  Generally,  working capital requirements are not a significant item in
the independent  power industry.  The cost of maintaining  adequate  supplies of
fuel is usually  the most  significant  factor in  determining  working  capital
needs.  In order to  commence  operations,  most  Projects  require a variety of
permits,  including zoning and environmental  permits.  Inability to obtain such
permits will likely mean that a Project will not be able to commence operations,
and even if  obtained,  such  permits must usually be kept in force in order for
the Project to continue its operations.

Compliance with  environmental laws is also a material factor in the independent
power industry.  The Fund believes that capital expenditures for and other costs
of  environmental  protection have not materially  disadvantaged  its activities
relative to other competitors and will not do so in the future.
Although the capital costs and other  expenses of  environmental  protection may
constitute a  significant  portion of the costs of a Project,  the Fund believes
that those costs as imposed by current laws and  regulations  have been and will
continue to be largely  incorporated into the prices of its investments and that
it accordingly  has adjusted its investment  program so as to minimize  material
adverse effects. If future environmental  standards require that a Project spend
increased  amounts for  compliance,  such increased  expenditures  could have an
adverse effect on the Fund to the extent it is a holder of such Project's equity
securities.

(4) Trends in the Independent Power and Other Industries

(i) Foreign Opportunities

The  electricity  markets in the United Kingdom were fully  deregulated  several
years  before  deregulation  began in the U.S.  Accordingly,  the Fund,  through
Ridgewood  U.K., is investing in a niche area,  landfill gas power  plants.  The
Prior  Programs  already own interests in two large landfill gas power plants in
Rhode  Island and  California  and the  technology  and business are familiar to
Ridgewood  Power.  Further,  because of the ecological  benefits of landfill gas
power plants,  the U.K.  government has required utilities to enter into 15 year
Power  Contracts at premium  prices,  through the  Non-Fossil  Fuels  Purchasing
Agency.  The  U.K.  Landfill  Projects  enjoy a  status  similar  to  qualifying
facilities in the U.S. with long-term Power  Contracts.  They enjoy a guaranteed
price and market for their output and are not subject to price  fluctuations for
their fuel. The major business risks and  considerations  are keeping  operating
costs at a minimum through good design,  preventative  maintenance and attention
to fuel quality,  governmental  policy  changes and exchange  rate  fluctuations
affecting  the  pound-denominated  revenues  from the  Projects.  Thus the Trust
believes that these  investments  in a stable  Western  European  country with a
guaranteed  market for the  output  have the  potential  for  long-term,  stable
income.  Because Ridgewood U.K. is not providing any capital for development and
buys Projects only after they receive bank financing,  most  development risk is
avoided. Ridgewood Power is investigating hedging and other strategies to reduce
exchange  rate risk when  revenues  from the U.K.  Landfill Gas Projects  become
large enough to make these strategies practical.

       The Egyptian Projects are substantially riskier. These projects are being
developed at remote  resort  hotel sites on the Red Sea,  which are distant from
other  electric and water sources.  REI is developing the Projects  itself using
local engineering personnel and contractors.

Environmental, construction, legal, and labor requirements are often unclear and
can  change  unpredictably  at any time.  REI may find it  difficult  to enforce
contracts and other legal obligations against local suppliers or customers.  REI
has not engaged in  substantial  development  work either in the U.S. or outside
the U.S. and has little experience in developing foreign Projects.  There are no
backup  facilities to provide  electricity  or water if the Projects fail or are
unusable  for any  period of time.  Specifications  for  Projects  have  changed
suddenly and  unpredictably  and in some cases it has been  necessary for REI to
construct   additional   infrastructure.   Cultural,   language  and   political
differences between Egypt and the U.S. may impair  communication with personnel,
cause  errors  and  possibly  cause  hostile  action  against  the  Projects  by
employees,  residents  or  governmental  agencies.  There  have been  occasional
terrorist  incidents  in Egypt  directed  against  Western  tourists and tourist
facilities.  Further such incidents  might deter tourism and make the host hotel
resorts  unprofitable or might even be directed against the Egyptian Projects or
their personnel.

      The Projects burn light fuel oil in diesel engines, which is brought in by
tanker truck. Supply interruptions,  oil spills or fires are possible.  Although
the Projects are exposed to world oil price  variations,  this risk is mitigated
because the Power Contracts  contain price  adjustments  tied to fuel oil prices
that should substantially transfer the risk to the customers.

      The  customers  of  most  of  the  Egyptian  Projects  are  single  hotels
governmentally-sponsored  associations of resort hotels under 10-year  long-term
Power Contracts with each Project. Each Project provides electricity or water or
both to the  entire  association  and bills the  hotels or  association  for the
aggregate  amount.  The  association  in turn bills its member  hotels for their
consumption  and their share of common  consumption  for services such as street
lighting,  residential  services  for  hotel  employees,  and  services  such as
security.  The associations may not have substantial  assets and thus may depend
on prompt  payment by their  members in order to meet their  obligations  to the
Project.  Their  ability to enforce  payment  obligations  may be  limited,  and
although  the Project has the ability to shut off water or power to a defaulting
association member, it may be practically  difficult to do so over resistance by
a major  employer.  It is  possible  that the  associations  would  fail to bill
members  appropriately,  that disputes  between the associations and members for
other  reasons  might result in a failure to pay the  associations,  or that the
associations  for political,  economic or other reasons would fail to meet their
obligations  to the Project.  It is also  possible  that  adverse  events in the
tourist  industry,  such as  labor  disputes,  airline  problems,  shortages  of
personnel,  changes in customer taste, environmental problems,  overbuilding and
international  political or cultural developments could depress tourist trade to
the point that the hotels or  associations  would be unable to pay.  Other risks
include currency conversion and repatriation risks,  exchange rate fluctuations,
taxation disputes,  international  hostilities,  arbitrary  governmental action,
religious tensions, anti-foreign sentiments and legal changes.

     Because of these risks and  difficulties,  it has been  difficult  to raise
capital  for  these  Projects  and there is a great  local  demand  for  similar
Projects.  The prices for the  electricity  and water  provided by the  Projects
reflect  these risks and others.  The Managing  Shareholders  believe that these
risks are acceptable, because the Trust has been organized with the intention to
have a somewhat diversified  portfolio of investments and because the Trust will
be investing in  lower-risk,  lower-return  foreign and U.S.  power  Projects as
well.

(5)  Competition

The U.K.  Landfill Projects sell their output to a government agency and are not
subject to competition.

Currently,  the Egyptian  Projects are located in remote  coastal areas that are
not linked to the national  electric  power  network and thus are not subject to
substantial  competition  for providing  electricity.  The water Projects do not
face substantial  competition except from trucked-in water. This also means that
there is no  substantial  backup for the Projects if they cannot operate for any
reason.  It is possible that in future years the national  network may extend to
some or all of the Project sites, in which case there might be competition.

There are a large number of  participants  in the  independent  power  industry.
Several  large  corporations  specialize in  developing,  building and operating
independent power plants. Equipment manufacturers, including many of the largest
corporations in the world,  provide  equipment and planning services and provide
capital through finance affiliates. Many regulated utilities are preparing for a
competitive  market,  and a  significant  number of them already have  organized
subsidiaries  or affiliates to  participate in  unregulated  activities  such as
planning,  development,  construction and operating services or in owning exempt
wholesale  generators or up to 50% of  independent  power  plants.  In addition,
there are many  smaller  firms whose  businesses  are  conducted  primarily on a
regional or local basis.  Many of these companies  focus on limited  segments of
the cogeneration and independent  power industry and do not provide a wide range
of products and services.  There is significant  competition  among  non-utility
producers,  subsidiaries of utilities and utilities themselves in developing and
operating  energy-producing projects and in marketing the power produced by such
projects.

     The Fund is unable to  accurately  estimate the number of  competitors  but
believes that there are many competitors at all levels and in all sectors of the
industry.  Many of those  competitors,  especially  affiliates  of utilities and
equipment manufacturers, may be far better capitalized than the Fund.

(6) Regulatory Matters.

     The Fund's Projects  located in the United States are subject to energy and
environmental  laws and  regulations  at the federal,  state and local levels in
connection  with  development,   ownership  and  operation.   Federal  laws  and
regulations  developed  by  administrative  agencies  govern  transactions  with
utility  companies,  the types of fuel which may be utilized  by a Project,  the
type of  energy  which  may be  produced  by a Project  and the  ownership  of a
Project.  State utility  regulatory  commissions  must approve the rates and, in
some instances,  other terms and conditions on which public  utilities  purchase
electric  power  from  Projects.  Under  certain  circumstances  where  specific
exemptions are otherwise  unavailable,  state utility regulatory commissions may
have broad  jurisdiction  over  Projects.  Projects are also subject to federal,
state and local laws and  administrative  regulations which govern the emissions
and other  substances  produced  by a  Project  and the  geographical  location,
zoning, land use and operation of a Project.

Applicable federal environmental laws typically have state and local enforcement
and  implementation   provisions.   These  environmental  laws  and  regulations
generally require that a wide variety of permits and other approvals be obtained
before the  commencement  of  construction  or operation of an  energy-producing
facility and that the facility then operate in compliance  with such permits and
approvals.

(i) Energy Regulation.

(A) PURPA. The Synergics  Projects,  which sell electric energy,  are subject to
certain energy regulation including the Public Utilities Regulatory Policies Act
("PURPA"),  which  provides  incentives  for  the  development  of  cogeneration
facilities  and small  power  production  facilities  meeting  certain  criteria
("Qualifying Facilities").

Qualifying  Facilities  under PURPA are generally  exempt from the provisions of
federal and state utility regulation.  In order to be a Qualifying  Facility,  a
cogeneration  facility must (i) produce not only  electricity but also a certain
quantity of heat energy (such as steam or hot water) which is used for a purpose
other than power generation,  (ii) meet certain energy efficiency standards when
natural gas or oil is used as a fuel source and (iii) not be  controlled or more
than 50% owned by an electric utility or electric utility holding company. Other
types  of  Independent   Power  Projects,   known  as  "small  power  production
facilities," can be Qualifying  Facilities if they meet  regulations  respecting
maximum size (in certain cases), primary energy source and utility ownership.

(B) The 1992 Energy Act. The Comprehensive  Energy Policy Act of 1992 (the "1992
Energy Act")  empowered  FERC to require  electric  utilities to make  available
their transmission  facilities to and wheel power for Independent Power Projects
under  certain  conditions  and created an  exemption  for  electric  utilities,
electric utility holding  companies and other  independent  power producers from
certain  restrictions  imposed by the Holding  Company  Act.  Although the Trust
believes  that  the  exemptive  provisions  of the  1992  Energy  Act  will  not
materially  and  adversely  affect  its  business  plan,  the act may  result in
increased competition in the sale of electricity. (C) The Federal Power Act. The
FPA grants FERC  exclusive  rate-making  jurisdiction  over  wholesale  sales of
electricity in interstate  commerce.  The FPA provides FERC with ongoing as well
as initial  jurisdiction,  enabling FERC to revoke or modify previously approved
rates.  Such  rates may be based on a  cost-of-service  approach  or  determined
through  competitive bidding or negotiation.  While Qualifying  Facilities under
PURPA are exempt from the rate-making  and certain other  provisions of the FPA,
non-Qualifying  Facilities  are  subject  to the  FPA  and to  FERC  rate-making
jurisdiction.

         The FPA also provides that any  hydroelectric  facility that is located
on a navigable  stream or that  affects  public lands or water from a government
dam may not be constructed or be operated  without a license from FERC.  Certain
facilities  that were  operating  before  1935 are  exempt,  if the  waterway is
non-navigable,  or  "grandfathered"  and do not require  licenses so long as the
facilities  are not  modernized or otherwise  materially  altered.  Licenses are
granted for 30 to 50 year terms.

(D) State  Regulation.  State public utility  regulatory  commissions have broad
jurisdiction over Independent Power Projects which are not Qualifying Facilities
under PURPA, and which are considered public utilities in many states. In states
where the wholesale or retail  electricity  market remains  regulated,  Projects
that are not  Qualifying  Facilities  may be  subject to state  requirements  to
obtain  certificates of public convenience and necessity to construct a facility
and could have their organizational,  accounting,  financial and other corporate
matters  regulated on an ongoing  basis.  Although FERC  generally has exclusive
jurisdiction  over  the  rates  charged  by a non-  Qualifying  Facility  to its
wholesale  customers,  state  public  utility  regulatory  commissions  have the
practical  ability to  influence  the  establishment  of such rates by asserting
jurisdiction over the purchasing utility's ability to pass through the resulting
cost of purchased power to its retail customers. In addition,  states may assert
jurisdiction over the siting and construction of non-Qualifying  Facilities and,
among other things, issuance of securities,  related party transactions and sale
and transfer of assets.  The actual scope of  jurisdiction  over  non-Qualifying
Facilities by state public utility  regulatory  commissions varies from state to
state.

(ii) Environmental Regulation.

     The  construction  and  operation  of  Independent  Power  Projects and the
exploitation of natural  resource  properties are subject to extensive  federal,
state and local laws and regulations  adopted for the protection of human health
and  the  environment  and to  regulate  land  use.  The  laws  and  regulations
applicable to the Trust and Projects in which it invests  primarily  involve the
discharge of emissions into the water and air and the disposal of waste, but can
also  include  wetlands  preservation  and  noise  regulation.  These  laws  and
regulations  in many cases  require a lengthy  and  complex  process of renewing
licenses, permits and approvals from federal, state and local agencies.
Obtaining  necessary approvals regarding the discharge of emissions into the air
is  critical  to the  development  of a Project  and can be  time-consuming  and
difficult.  Each Project  requires  technology and facilities  which comply with
federal,  state and local  requirements,  which  sometimes  result in  extensive
negotiations with regulatory agencies.
Meeting the requirements of each  jurisdiction with authority over a Project may
require extensive modifications to existing Projects.

Title V of the Clean Air Act Amendments  added a new permitting  requirement for
existing  sources that  requires  all  significant  sources of air  pollution to
submit new applications to state agencies.  Title V implementation by the states
generally does not impose  significant  additional  restrictions  on the Trust's
Projects,  other than requirements to continually  monitor certain emissions and
document compliance. The permitting process is voluminous and protracted and the
costs of fees for Title V applications,  of testing and of engineering  firms to
prepare the necessary  documentation have increased.  The Fund believes that all
of  its  facilities,  which  require  Title  V  compliance,  are or  will  be in
compliance with such requirements.

     The  Fund's  Projects  must  comply  with many  federal  and state laws and
regulations  governing  wastewater and storm water discharges from the Projects.
These are generally  enforced by states under "NPDES"  permits for point sources
of  discharges  and by storm water  permits.  Under the Clean  Water Act,  NPDES
permits  must be renewed  every  five years and permit  limits can be reduced at
that time or under  re-opener  clauses at any time.  The  Projects  have not had
material difficulty in complying with their permits or obtaining  renewals.  The
Projects use  closed-loop  engine  cooling  systems  which do not require  large
discharges of coolant except for periodic  flushing to local sewer systems under
permit and do not make other material discharges.

     The Fund's  Projects  are  subject  to the  reporting  requirements  of the
Emergency Planning and Community  Right-to-Know Act that require the Projects to
prepare  toxic  release  inventory  release  forms.  These  forms list all toxic
substances  on site that are used in excess of  threshold  levels so as to allow
governmental  agencies  and the  public  to learn  about the  presence  of those
substances and to assess potential hazards and hazard responses.  The Trust does
not anticipate that this  requirement will result in any material adverse effect
on it.

The Managing Shareholders expect that environmental and land use regulations may
become more stringent.  The Fund and the Managing  Shareholders have developed a
certain expertise and experience in obtaining  necessary  licenses,  permits and
approvals,  but will nonetheless rely upon qualified  environmental  consultants
and  environmental  counsel retained by it to assist in evaluating the status of
Projects regarding such matters.

(d)  Financial  Information  about  Foreign and Domestic  Operations  and Export
Sales. In 2000, all revenues were generated by the Egyptian  Projects.  Earnings
form the trust's  investments in GFG, Synergics and ZAPWORLD.com are included in
other income  (expense) in the statement of operations.  All plant and equipment
included on the December 31, 2000 balance sheet are located in Egypt.


     Historical  results of the Egyptian Projects may not be indicative of those
for future periods because additional  Egyptian Projects may be acquired or come
into service in 2001.

    Projects  or  investments  located  in  one  country  do not  have  material
customers from any other country.

(e)  Employees.

The Fund has no employees.  The persons described below at Item 5 -Directors and
Executive Officers of the Registrant serve as executive officers of the Fund and
have the duties and powers usually  applicable to similar officers of a Delaware
corporation  in  carrying  out  the  Fund  business.  REI has  approximately  12
employees located in Egypt.

Item 2.  Properties.

     Pursuant to the  Management  Agreement  between  the Fund and the  Managing
Shareholders  (described at Item 10(c)),  Ridgewood Power provides the Fund with
office space at the Managing  Shareholders'  principal  offices at The Ridgewood
Commons, 947 Linwood Avenue, Ridgewood, New Jersey 07450.

     The following  table shows the material  properties  (relating to Projects)
owned or leased by the Fund's subsidiaries at march 30, 2001.

                                                     Approximate
                                                       Square
                     Ownership  Ground   Approximate  Footage of   Description
                     Interests  Lease      Acreage    Project          of
Projects   Location  in Land  Expiration   of Land    (Actual        Project
                                                     or Projected)

U.K.       England and Leased or 2014-     less than      n/a     Landfill gas
Landfill    Scotland   licensed 2015      10 acres                 fueled gene-
                                                                   ration plants


Egyptian              Leased by   n/a       less than      n/a    Electric gen-
Site                  in Egypt                          10 acres   erating or
                     Joint venture*                                water desali-
                                                                   nation facil-
                                                                   ties

*Joint venture owned by the Fund and Power V.

The Fund  believes  that these  properties  are  currently  adequate for current
operations at those sites.

Item 3. Legal Proceedings.

         There are no material legal proceedings involving the Fund.

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


     The Fund has not  submitted  any matters to a vote of its security  holders
during the fourth quarter of 2000.

PART II

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

The Fund sold 658.1067 Investor Shares of beneficial interest in the Fund in its
private placement offering, which concluded in April 2000. There is currently no
established  public  trading market for the Investor  Shares.  As of the date of
this Annual Report on Form 10-K,  all such Investor  Shares have been issued and
are outstanding.  There are no outstanding  options or warrants to purchase,  or
securities convertible into, Investor Shares.

Investor Shares are restricted as to transferability  under the Declaration,  as
well as under  federal and state laws  regulating  securities.  See Item 11(d) -
Description  of  Registrant's  Securities  to be  Registered -  Restrictions  on
Transfer  of  Investor  Shares.  The  Investor  Shares have not been and are not
expected to be  registered  under the  Securities  Act of 1933,  as amended (the
"1933  Act"),  or under any other  similar law of any state  (except for certain
registrations  that do not permit free  resale) in  reliance  upon what the Fund
believes to be exemptions from the registration  requirements contained therein.
Because the  Investor  Shares  have not been  registered,  they are  "restricted
securities"  as defined  in Rule 144 under the 1933 Act.  As of the date of this
Registration  Statement,  no Investor Shares are sellable under Rule 144 because
the requirements of Rule 144(c) have not been met.

The Managing  Shareholders  are  considering the possibility of a combination of
the Fund and six other investment programs sponsored by the Managing Shareholder
into a publicly traded entity.  This would require the approval of the Investors
in the Fund and the other  programs  after proxy  solicitations  complying  with
requirements  of the Securities  and Exchange  Commission,  compliance  with the
"rollup" rules of the Securities and Exchange  Commission and other regulations,
and a change in the  federal  income tax status of the  combined  entity  from a
partnership  (which is not  subject  to tax) to a  corporation.  The  process of
considering and effecting a combination,  if the decision is made to do so, will
be very  lengthy.  There is no  assurance  that the managing  shareholders  will
recommend a  combination,  that the Investors of the Fund or other programs will
approve it, that economic conditions or the business results of the participants
will be favorable for a combination,  that the  combination  will be effected or
that the economic  results of a combination,  if effected,  will be favorable to
the Investors of the Trust or other programs.

(b)  Holders

     As of the date of this  Annual  Report on Form 10-K,  there are 1182 record
holders of Investor Shares.

(c)  Dividends

     The Fund made distributions as follows in 2000 and 1999:

                       Year ended December 31,
                          2000          1999
Total distributions
to Investors ......   $3,465,001   $  924,760
Distributions per
Investor Share ....        5,265        1,642
Distributions to
Managing
Shareholders ......       35,000        9,341

         In January 2001, the Fund ceased making  distributions as part of their
preparations for a possible Liquidity Event. The Fund was financially capable of
making some  distributions  but Ridgewood  Power concluded that it would be more
beneficial to Investors for the Fund to conserve  capital in the highly volatile
business  climate  and to have  additional  capital  to  finance  a  potentially
expensive  process.  This does not mean that a Liquidity Event will  necessarily
occur or that  distributions  will necessarily  resume if a Liquidity Event does
not happen.

     If  distributions  do  resume,  the  Fund's  policy  is to  make  them on a
quarterly  basis.  The Fund's ability to make future  distributions to Investors
and their  timing will depend on the net cash flow of the Fund and  retention of
reasonable reserves as determined by the Fund to cover its anticipated expenses.

     Occasionally,  distributions  may include funds derived from the release of
cash from operating or debt service reserves.  Further, the Declaration of Trust
authorizes  distributions to be made from cash flows rather than income, or from
cash reserves in some instances.  For purposes of generally accepted  accounting
principles,  amounts  of  distributions  in excess of  accounting  income may be
considered to be capital in nature.  Investors  should be aware that the Fund is
organized to return net cash flow rather than accounting income to Investors.

Item 6.  Selected Financial Data.

     The following data is qualified in its entirety by the financial statements
presented elsewhere in this Annual Report on Form 10-K.


                  As of and for
                the Period from
                 Commencement of
                  Share Offering
               (February 9, 1998)
                     through            Year ended December 31,
                  December 31, 1998        1999        2000

Interest income ..   $    494,002    $  1,447,920    $  2,601,646
Total revenue ....          - - -            --      $  2,180,231
Net income (loss)        (851,745)       (980,540)   $ (1,904,198)
Net assets
(shareholders'
  equity) ........     24,354,681      45,657,426     $46,091,190
Total assets .....     25,733,430      45,881,708     $53,174,689
Per Share of Trust
 Interest:
 Revenues ........          - - -           - - -           3,313
 Net income (loss)         (2,869)         (1,741)         (2,893)
 Net asset value .         82,035          81,074          70,186
Distributions to
Investors ........              0           1,642(F1)       5,265

(F1) Approximate.  Distributions varied based on number of shares and payment of
Early Investor Incentive.

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

Introduction

The following  discussion and analysis  should be read in  conjunction  with the
Fund's  financial  statements  and the notes  thereto  presented  below.  Dollar
amounts in this discussion are generally rounded to the nearest $1,000.

The  Fund  uses  the  equity  method  of  accounting  for  its   investments  in
ZapWorld.com  and  the  Mediterranean   Fiber  Optic  Project/GFG.   The  Fund's
investment in the Synergics  Hydro projects is in the form of a note  receivable
and, accordingly, the Fund's earnings are in the form of interest income.

The Fund and Trust V also  purchased  a note  receivable  from  Synergics,  Inc.
("Synergics")  for  approximately  $17  million.  The joint  venture  intends to
acquire nine  hydroelectric dams owned by Synergics by forgiving the $17 million
of outstanding  debt and paying an additional $1 million to the  shareholders of
Synergics  and  paying  up to an  additional  $1.7  million  of  Synergics'  tax
liabilities that might be incurred as a result of the sale of its assets.

Through December 31, 1999, the Fund used the equity method of accounting for its
investment in the Egypt  Projects.  Beginning in the first quarter of 2000,  the
Fund made additional  investments and acquired  majority  ownership of the Egypt
Projects. As a result,  effective January 1, 2000, the Fund has consolidated the
financial  position  and  results of  operations.  All the  Fund's  consolidated
revenue and cost of sales relate to the Egypt Projects.

Outlook

ZapWorld.com, a publicly-traded California based corporation, sells a wide range
of electric scooters,  bicycles and vehicles. The Fund owns approximately 21% of
the common stock of ZapWorld.com.

In  Egypt,  the Fund and Trust V have  constructed  or are  developing  15 water
desalinization  plants and 6 electric  generation  plants.  When  development is
complete,  which is expected to occur in the second  quarter of 2001,  the total
capacity of the water and power plants is expected to be approximately 3,300,000
U.S. gallons per day and 23.4 megawatts, respectively. Each plant has a contract
with a hotel or  group  of  hotels  for the  sale of the  water  or  electricity
produced from the plant. These contracts  generally have terms of five to thirty
years.

The Fund and Trust V also  purchased a 25%  interest in GFG.  GFG expected to be
the  co-developer  of a  large  Mediterranean  fiber  optic  project  which  was
scheduled to close in the second  quarter of 2000. The Fund and Trust V expected
to fund approximately $18 million of this Mediterranean Fiber Optic project when
it closed.  In the first  quarter of 2000,  the Fund  determined  that GFG would
probably  not be able to develop the  Mediterranean  Fiber Optic  Project or any
other project. Accordingly, the Fund wrote down its investment in the project to
zero in the first quarter of 2000. GFG subsequently ceased operations.

Trust V, through a  subsidiary,  purchased  six landfill gas fired plants in the
United  Kingdom  which  have  contracts  to  sell  the  electricity  to a  quasi
autonomous  non-governmental  organization at an inflation adjusted price for 15
years.  In 2001,  the Fund has provided  additional  funds to the  subsidiary to
acquire additional plants and expects to provide additional funds as more plants
are developed.  To the extent that the Fund provides  funds,  it will receive an
undivided interest in the entire package of plants.

Results of  Operations  The year ended  December  31, 2000  compared to the year
ended December 31, 1999.

In 2000,  the Fund had a net loss of  $1,909,0000  as  compared to a net loss of
$981,000 in 1999. The 2000 net loss includes  $1,448,000 of charges  relating to
the  writedown of GFG.  Excluding  the  writedown,  the 2000 results  would have
reflected a loss of $461,000.  The 2000 and 1999 results  include the  following
results from projects:

Project                                     2000         1999
------------------------------------------------------------------
ZapWorld.com .......         (2)       (1,342,000)      (640,000)
Egypt Projects               (1)           12,000       (198,000)
Mediterranean  Fiber
Optic Project                (2)          (50,000)       (49,000)
Synergics Projects           (3)          883,000            --

(1) Earnings,  net of minority interest, in 2000. Equity interest in loss of the
project in 1999.
(2) Equity interest in loss of the project.
(3) Interest income

The Fund recorded a loss of $1,342,000  from ZapWorld in 2000 compared to a loss
of $640,000 in 1999.  The  increase in the loss was due to  increased  operating
expenses relating to ZapWorld.com's expansion in 2000 compared to 1999.

The Fund recorded  $12,000 of net income related to the Egypt projects  compared
to  $198,000  of losses in 1999.  In 1999,  all  projects  in Egypt  were in the
development  stage  whereas in 2000,  the  majority  of these  projects  were in
operation.

The Fund recorded losses of $50,000 and $49,000 in 2000 and 1999,  respectively,
related  to its  investment  in GFG.  GFG was not able to  develop  the  planned
Mediterranean Fiber Optic Project and subsequently ceased operations.

The  Fund  recorded  interest  income  from the note  related  to the  Synergics
Projects of $883,000. The Fund acquired the note in April 2000.

Interest  income at the Fund level  increased to $1,718,000  from  $1,448,000 in
1999 as a result of the higher average cash balances on hand during the year.

The Fund  commenced  charging  a  management  fee upon the  closing  of the Fund
offering  in  April  2000.  The  management  fee for 2000  was  $1,097,000.  The
investment fee charged on initial contributions  decreased from $561,000 in 1999
to $200,000 in 2000 due to the closing of the fund offering in April 2000. Other
Trust-level expenses in 2000 were comparable to 1999.

The year ended December 31, 1999 compared to the period from February 9, 1998 to
December 31, 1998

Interest income increased from $494,000 during 1998 to $1,448,000 as a result of
the Fund's higher average cash  balances.  In 1999, the Fund recorded a $640,000
loss from its  investment  in  ZapWorld.com.  In 1999,  the Fund  also  recorded
$198,000 of losses in 1999  related to its 50%  interest  in the Egypt  projects
that are under development.  These projects begun operation in the first half of
2000.  In 1999,  The Fund also recorded a loss of $49,000 in 1999 related to its
investment in Mediterranean  Fiber Optic Project / GFG. The Fund and Power V own
a 25%  interest  in  GFG  which  expected  to be  the  co-developer  of a  large
Mediterranean  fiber optic  project  that was  scheduled  to close in the second
quarter of 2000.

In 1999, the Fund had expenses of $1,542,000 compared to $1,346,000 in 1998. The
increase is primarily a result of an increase of $160,000 in due diligence costs
on potential projects that were ultimately rejected.

Liquidity and Capital Resources

In 2000 and 1999, the Fund's  operating  activities  used cash of $2,934,000 and
$1,626,000,  respectively.  The  increase  use was  primarily  a  result  of the
management fee which commenced in April 2000.

In 1999, the Fund used $10,181,000 in its investing activities, primarily caused
by the  investments in  ZapWorld.com,  the Egypt Projects and the  Mediterranean
Fiber Optic  Project/GFG.  In 2000,  the Fund used  $23,688,000 in its investing
activities,  primarily  caused by the  investments in the Egypt Projects and the
purchase of the Synergics note.

In 2000 and 1999, cash from financing activities was $6,218,000 and $22,283,000,
respectively. The decrease was primarily due to the closing of the fund offering
in April 2000.

During 2001, the Fund  anticipates  making  additional  investments in the Egypt
Projects and the United Kingdom Landfill Gas Projects.

Other than  investments of available  cash in Projects,  obligations of the Fund
are generally  limited to payment of Project  operating  expenses,  payment of a
management fee to the Managing Shareholders, payments for certain accounting and
legal services and distributions to shareholders.

The Fund  anticipates  that,  during  2001,  its cash flow from  operations  and
unexpended offering proceeds will be adequate to fund its obligations.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

The Fund's  investments in financial  instruments are short-term  investments of
working capital or excess cash. Those short-term  investments are limited by its
Declaration  of Trust to  investments  in United  States  government  and agency
securities  or to  obligations  of banks  having at least $5  billion in assets.
Because the Fund invests only in short-term instruments for cash management, its
exposure to interest rate changes is low. The Fund has limited exposure to trade
accounts  receivable and believes that their carrying  amounts  approximate fair
value.

The Fund's consolidated  Egyptian Projects investments in financial  instruments
are short term pound  denominated  obligations of large banks and trade accounts
receivable and payable.

The Fund's primary market risk exposure is limited  interest rate risk caused by
fluctuations  in  short-term  interest  rates.  The Fund's  primary  market risk
exposure related to its consolidated Egyptian Projects is to fluctuations in the
foreign currency exchange rates. The Fund does not anticipate any changes in its
primary  market risk  exposure or how it intends to manage it. The Fund does not
trade in market risk sensitive instruments.

Quantitative Information About Market Risk

This table provides information about the Fund's financial  instruments that are
defined by the  Securities  and  Exchange  Commission  as market risk  sensitive
instruments. These include only short-term U.S. government and agency securities
and bank  obligations.  The table  includes  principal cash balances and related
weighted average interest rates by contractual maturity dates.

                                         December 31, 2000
                                       Expected Maturity Date

                                                     2001
                                                    (U.S. $)
Bank Deposits and Certificates of Deposit          $14,436,000
Average interest rate                                    5.6%


                                                    (U.S. $)
Bank Deposits denominated in Egyptian Pounds         $893,000
Average interest rate                                     5.6%

Item 8. Financial Statements and Supplementary Data.

Index   to   Financial    Statements
Report   of   Independent    Accountants  ............................. F-2
Consoldiated Balance Sheets at December 31, 2000 and 1999 ............. F-3
Consolidated Statement of  Operations  for Years Ended
December 31, 2000 and 1999 and Period from February 9, 1998
through  December 31, 1998  ............................................F-4
Consolidated  Statement  of Changes  in  Shareholders'  Equity
and  Consolidated Statement of  Comprehensive  Loss for Years
Ended December 31, 2000 and 1999 and Period from February 9,
1998 through  December 31,  1998........................................F-5
Consolidated  Statement of Cash Flows for Years Ended December
31, 2000 and 1999 and Period from  February 9, 1998 through
December 31, 1998  .....................................................F-6
Notes to Consolidated Financial Statements .................... F-7 to F-11

Financial Statements for Zapworld.com

     All schedules are omitted  because they are not  applicable or the required
information is shown in the financial statements or notes thereto.

The financial  statements are presented in accordance  with  generally  accepted
accounting  principles for operating  companies,  using consolidation and equity
method  accounting  principles.  This differs from the basis used by three prior
independent power programs sponsored by the Managing Shareholder,  which present
the Fund's  investments  in Projects on the  estimated  fair value method rather
than the consolidation and equity accounting method.

Item  9.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure.

     Neither  the Fund nor the  Managing  Shareholders  have had an  independent
accountant  resign  or  decline  to  continue  providing  services  since  their
respective inceptions and neither has dismissed an independent accountant during
that period.  During that period of time no new independent  accountant has been
engaged by the Fund or the Managing Shareholders, and the Managing Shareholder's
current accountants, PricewaterhouseCoopers LLP, have been engaged by the Fund.

PART III

Item 10. Directors and Executive Officers of the Registrant.

(a)      General.

As  Managing  Shareholders  of the  Fund,  Ridgewood  Power and Power VI Co have
direct and exclusive  discretion in management and control of the affairs of the
Fund. The Independent Panel Members only review certain transactions between the
Fund and other investment programs sponsored by Ridgewood Power or affiliates of
Ridgewood  Power. A managing  shareholder will be entitled to resign as Managing
Shareholder  of the Fund only (i) with cause  (which  cause does not include the
fact or  determination  that  continued  service  would be  unprofitable  to the
managing  shareholder)  or (ii) without  cause with the consent of a majority in
interest  of the  Investors.  It may be removed  from its  capacity  as Managing
Shareholder as provided in the Declaration.

     The purpose for having two Managing Shareholders, Ridgewood Power and Power
VI Co,  was to have  continuity  of  management.  When the  Fund was  organized,
Ridgewood  Power was  considering  that it might  cause the five Prior  Programs
(Power I through  Power V) to combine  into a  publicly  traded  business.  That
process  might  require  Ridgewood  Power to be a part of the  combination,  and
management fees paid by the Fund to the Managing  Shareholder  might pass to the
combined five Prior Programs in a way that might benefit the shareholders of the
five Prior Programs while leaving fewer  resources for the managers of the Fund.
Therefore,  when it organized  the Fund,  Ridgewood  Power created Power VI Co's
predecessor as a stand-in entity that could replace Ridgewood Power.

Ridgewood  Power now expects  (although no assurance can be given) that the Fund
would also join any  combination  of the five Prior  Programs.  Accordingly,  it
currently  seems unlikely that it will be necessary to activate Power VI Co as a
Managing Shareholder,  if a combination were to occur. Accordingly,  Power VI Co
is being  maintained  as a shell  company  and all of its rights and duties have
been assigned to Ridgewood Power.

(b) Managing Shareholders.

     Ridgewood Power Corporation was incorporated in February 1991 as a Delaware
corporation  for the  primary  purpose  of acting as a managing  shareholder  of
business trusts and as a managing general partner of limited  partnerships which
are organized to participate in the  development,  construction and ownership of
Independent  Power  Projects.  It  organized  the  Fund and  acted  as  managing
shareholder  until April 1999. On or about April 21, 1999 it was merged into the
current  Managing  Shareholder,  Ridgewood  Power LLC.  Ridgewood  Power LLC was
organized  in early  April 1999 and has no  business  other  than  acting as the
successor to Ridgewood Power Corporation.

         At the same time,  Ridgewood Power VI Corporation,  which was the other
Managing  Shareholder,  was  merged  into  Ridgewood  Power VI LLC, a New Jersey
limited liability company designated as Power VI Co in this Annual Report. Power
VI Co was  also  newly  organized  and has no  business  other  than  being  the
successor to the dormant Ridgewood Power VI Corporation.

Robert E. Swanson has been the President,  sole director and sole stockholder of
Ridgewood Power  Corporation since its inception in February 1991 and is now the
controlling member, sole manager and President of the Managing Shareholders. All
of the equity in the Managing  Shareholders is owned by Mr. Swanson or by family
trusts.  Mr.  Swanson has the power on behalf of those trusts to vote or dispose
of the membership equity interests owned by them.

Ridgewood  Power has also organized  Power I, Power II Power III, Power IV Power
V,  and the  Egypt  Fund as  Delaware  business  trusts  to  participate  in the
independent  power  industry.  Ridgewood  Power LLC is now also  their  Managing
Shareholder. The business objectives of these trusts are similar to those of the
Fund.

     A number of other  companies are  affiliates  of Mr.  Swanson and Ridgewood
Power.  Each of these also was organized as a corporation  that was wholly-owned
by Mr. Swanson.  In April 1999, most of them were merged into limited  liability
companies  with  similar  names and Mr.  Swanson  became  the sole  manager  and
controlling  owner of each  limited  liability  company.  For  convenience,  the
remainder of this Memorandum will discuss each limited liability company and its
corporate predecessor as a single entity.

The   Managing Shareholders   are   affiliates   of   Ridgewood   Energy
Corporation("Ridgewood  Energy"),  which has  organized  and operated 48 limited
partnership  funds and one  business  trust  over the last 17 years (of which 25
have  terminated)  and which had total capital  contributions  in excess of $190
million.  The  programs  operated by Ridgewood  Energy have  invested in oil and
natural  gas  drilling  and  completion  and  other  related  activities.  Other
affiliates of the Managing Shareholders include Ridgewood Securities Corporation
("Ridgewood Securities"),  an NASD member which has been the placement agent for
the private  placement  offerings  of the six trusts  sponsored  by the Managing
Shareholders  and the funds  sponsored by Ridgewood  Energy;  Ridgewood  Capital
Management  LLC  ("Ridgewood  Capital"),  which assists in offerings made by the
Managing  Shareholders and which is the sponsor of six privately offered venture
capital funds (the Ridgewood Capital Venture Partners, Ridgewood Capital Venture
Partners II and Ridgewood Capital Venture Funds III programs),  and RPM. Each of
these  companies is controlled by Robert E. Swanson,  who is their sole director
or manager.

      Set forth below is certain  information  concerning  Mr. Swanson and other
executive officers of the Managing Shareholders.

Robert E.  Swanson,  age 54, has also served as  President of the Fund since its
inception in 1991 and as  President  of RPM, the Fund,  Power I, Power II, Power
III, Power IV, Power V, and Egypt Fund since their  respective  inceptions.  Mr.
Swanson has been President and registered  principal of Ridgewood Securities and
became the Chairman of the Board of  Ridgewood  Capital on its  organization  in
1998. He also is Chairman of the Board of the Ridgewood Capital Venture Partners
I and II venture  capital  funds.  In addition,  he has been  President and sole
stockholder  of Ridgewood  Energy since its inception in October 1982.  Prior to
forming  Ridgewood  Energy in 1982,  Mr. Swanson was a tax partner at the former
New York and Los  Angeles law firm of Fulop & Hardee and an officer in the Trust
and Investment  Division of Morgan  Guaranty Trust Company.  His specialty is in
personal tax and financial planning,  including income, estate and gift tax. Mr.
Swanson is a member of the New York State and New Jersey bars,  the  Association
of the Bar of the City of New York and the New York State Bar Association. He is
a graduate of Amherst College and Fordham University Law School.

Robert L. Gold,  age 42, has served as Executive  Vice President of the Managing
Shareholder,  RPM, the Power I, Power II, Power III, Power IV, Power V, the Fund
and Egypt Fund since their respective  inceptions,  with primary  responsibility
for marketing and acquisitions. He has been President of Ridgewood Capital since
its  organization  in 1998. As such,  he is President of the  Ridgewood  Capital
Venture  Partners I and II funds.  He has served as Vice  President  and General
Counsel of Ridgewood Securities Corporation since he joined the firm in December
1987. Mr. Gold has also served as Executive  Vice President of Ridgewood  Energy
since  October  1990.  He served as Vice  President  of  Ridgewood  Energy  from
December  1987  through  September  1990.  For the two  years  prior to  joining
Ridgewood Energy and Ridgewood Securities Corporation,  Mr. Gold was a corporate
attorney in the law firm of Cleary,  Gottlieb, Steen & Hamilton in New York City
where his experience included mortgage finance, mergers and acquisitions, public
offerings, tender offers, and other business legal matters. Mr. Gold is a member
of the New York State bar. He is a graduate of Colgate  University  and New York
University School of Law.

Martin  V.  Quinn,  age 53,  has been the  Executive  Vice  President  and Chief
Operating  Officer of  Ridgewood  Power since April 2000.  Before  that,  he had
assumed the duties of Chief  Financial  Officer of  Ridgewood  Power in November
1996 under a  consulting  arrangement.  In April  1997,  he became a Senior Vice
President and Chief Financial Officer of Ridgewood Power and the Fund.

         Mr. Quinn has over 30 years of experience in financial  management  and
corporate mergers and acquisitions, gained with major, publicly-traded companies
and an  international  accounting  firm. He formerly served as Vice President of
Finance  and Chief  Financial  Officer of  NORSTAR  Energy,  an energy  services
company,  from February 1994 until June 1996. From 1991 to March 1993, Mr. Quinn
was  employed by  Brown-Forman  Corporation,  a  diversified  consumer  products
company and distiller, where he was Vice President-Corporate  Development.  From
1981 to 1991, Mr. Quinn held various officer-level positions with NERCO, Inc., a
mining and natural resource  company,  including Vice President-  Controller and
Chief  Accounting  Officer  for his last six years and Vice  President-Corporate
Development.  Mr.  Quinn's  professional  qualifications  include his  certified
public  accountant  qualification in New York State,  membership in the American
Institute of Certified  Public  Accountants,  six years of  experience  with the
international accounting firm of PricewaterhouseCoopers,  LLP, and a Bachelor of
Science degree in Accounting and Finance from the University of Scranton (1969).

Daniel V. Gulino,  age 40, has been Senior Vice President and General Counsel of
the Managing  Shareholder  since  August  2000.  He began his legal career as an
associate for Pitney,  Hardin,  Kipp & Szuch, a large New Jersey law firm, where
his  experience  included  corporate  acquisitions  and  transactions.  Prior to
joining  Ridgewood,  Mr. Gulino was in-house  counsel for several large electric
utilities,  including GPU, Inc.,  Constellation Power Source, and PPL Resources,
Inc., where he specialized in non-utility generation projects, independent power
and power  marketing  transactions.  Mr.  Gulino  also has  experience  with the
electric and natural gas purchasing of industrial  organizations,  having worked
as  in-house  counsel  for  Alumax,  Inc.  (now  part  of  Alcoa)  where  he was
responsible  for,  among  other  things,   Alumax's  electric  and  natural  gas
purchasing  program.  Mr.  Gulino  is a member of the New  Jersey  State Bar and
Pennsylvania State Bar. He is a graduate of Fairleigh  Dickinson  University and
Rutgers University School of Law - Newark.

Christopher  I. Naunton,  36, has been the Vice  President  and Chief  Financial
Officer of the Managing  Shareholder  since April 2000.  From  February  1998 to
April 2000,  he was Vice  President  of Finance of an  affiliate of the Managing
Shareholder.  Prior to that time,  he was a senior  manager  at the  predecessor
accounting  firm  of  PricewaterhouseCoopers  LLP.  Mr.  Naunton's  professional
qualifications   include  his  certified  public  accountant   qualification  in
Pennsylvania,   membership  in  the  American   Institute  of  Certified  Public
Accountants  and a Bachelor of Science  degree in Business  Administration  from
Bucknell University (1986).

Mary Lou Olin, age 48, has served as Vice President of the Managing Shareholder,
RPM,  Ridgewood  Capital,  the Fund,  Power I, Power II, Power III, Power IV and
Power V since their respective inceptions. She has also served as Vice President
of Ridgewood  Energy since October 1984,  when she joined the firm.  Her primary
areas   of   responsibility   are   investor   relations,   communications   and
administration.  Prior to her  employment  at Ridgewood  Energy,  Ms. Olin was a
Regional  Administrator  at McGraw-Hill  Training Systems where she was employed
for two years. Prior to that, she was employed by RCA Corporation.  Ms. Olin has
a Bachelor of Arts degree from Queens College.

(c) Management Agreement.

     The  Fund  has  entered  into a  Management  Agreement  with  the  Managing
Shareholders  detailing how the Managing  Shareholders  will render  management,
administrative  and investment  advisory services to the Fund under the terms of
the  Declaration.  Specifically,  the  Managing  Shareholders  will  perform (or
arrange for the  performance  of) the  management  and  administrative  services
required  for the  operation  of the  Fund.  Among  other  services,  they  will
administer the accounts and handle  relations  with the  Investors,  provide the
Fund with office space,  equipment and facilities  and other services  necessary
for  its  operation   and  conduct  the  Fund's   relations   with   custodians,
depositories,   accountants,   attorneys,   brokers   and   dealers,   corporate
fiduciaries,  insurers, banks and others, as required. The Managing Shareholders
will also be responsible for making investment and divestment  decisions (except
that  Ridgewood  Program  Transactions  require the approval of the  Independent
Panel Members as described below).

     The managing  shareholders will be obligated to pay the compensation of the
personnel and all  administrative  and service expenses necessary to perform the
foregoing  obligations.  The  Fund  will pay all  other  expenses  of the  Fund,
including  transaction  expenses,  valuation  costs,  expenses of preparing  and
printing  periodic  reports for Investors and the  Commission,  postage for Fund
mailings,  Commission fees,  interest,  taxes, legal,  accounting and consulting
fees, litigation expenses,  expenses of operating Projects and costs incurred by
the Managing Shareholders in so doing and other expenses properly payable by the
Fund.  The Fund will reimburse the Managing  Shareholders  for all such Fund and
other expenses paid by it.

     As  compensation  for the  Managing  Shareholders'  performance  under  the
Management  Agreement,  the  Fund is  obligated  to pay  Power  VI Co an  annual
management fee,  beginning on the  Termination  Date of the offering of Investor
Shares  as  described  below  at Item 7 --  Certain  Relationships  and  Related
Transactions.

The   responsibilities   of  the   Managing   Shareholders   and  the  fees  and
reimbursements  of expenses  it is  entitled to are set out in the  Declaration.
Each  Investor  consented  to the terms and  conditions  of the  Declaration  by
subscribing to acquire Investor Shares in the Fund.

     The Fund has relied and will continue to rely on the Managing  Shareholders
and engineering,  legal,  investment banking and other professional  consultants
(as needed) and to monitor and report to the Fund  concerning  the operations of
Projects in which it invests, to review proposals for additional  development or
financing,  and to represent  the Fund's  interests.  The Fund will rely on such
persons to review proposals to sell its interests in Projects in the future.

(d) Executive Officers of the Fund.

Pursuant to the Declaration,  the Managing  Shareholders have appointed officers
of the Fund to act on  behalf  of the Fund and sign  documents  on behalf of the
Fund as authorized by the Managing Shareholders.  Mr. Swanson has been named the
President of the Fund and the other executive officers of the Fund are identical
to those of the Managing Shareholders.

     The  officers  have the  duties and powers  usually  applicable  to similar
officers  of a Delaware  business  corporation  in carrying  out Fund  business.
Officers act under the  supervision  and control of the  Managing  Shareholders,
which is entitled to remove any officer at any time. Unless otherwise  specified
by the Managing Shareholders, the President of the Fund has full power to act on
behalf of the Fund. The managing  shareholders expect that most actions taken in
the  name of the  Fund  will be taken by Mr.  Swanson  and the  other  principal
officers in their  capacities as officers of the Fund under the direction of the
Managing Shareholders rather than as officers of the Managing Shareholders.

(e) The Independent Panel Members.
The  Declaration  provides for an Independent  Review Panel (the "Panel"),  with
responsibility for independently  reviewing and approving material  transactions
("Ridgewood  Program  Transactions")  between the Fund and any other  investment
programs  sponsored by the managing  shareholders or its affiliates  ("Ridgewood
Programs").

     All Ridgewood  Program  Transactions  (which include material  transactions
between  the Fund or entities in which the Fund  invests,  on the one hand,  and
other  Ridgewood  Programs or entities in which they invest or have control,  on
the other),  must be  approved by a majority of the Panel  Members (if there are
only two Panel Members, both must approve) or by a Majority of the Investors. In
reviewing and approving a Ridgewood Program  Transaction,  the Panel Members are
be guided by the  provisions of Delaware law regarding the  responsibilities  of
directors  of a  business  corporation  who  pass  upon a  transaction  with  an
affiliated corporation.  In so doing, the Panel Members are subject to duties of
loyalty to the Fund and its Investors and care in reviewing the transaction, and
are obligated to consider the entire fairness of the transaction to the Fund.

There is no requirement,  however,  that the Fund participate in the transaction
on identical terms with the other Ridgewood Programs. The Declaration specifies,
in  addition,  that the Panel  Members  will be entitled to the  benefits of the
"business  judgment rule" of Delaware law, which exonerates  directors for their
negligence or mistaken  decisions in the absence of bad faith or clear conflicts
of interest.

     The Independent Review Panel provisions were included in the Declaration in
recognition  that  the  Fund's  investment   program   anticipates   significant
co-investment  by the Fund in Projects in which other  Ridgewood  Programs  will
invest. The Managing  Shareholders  concluded that given the potential conflicts
of  interest  and  the  additional   complexities  and   responsibilities   that
characterize  co-investment  decisions,  the Fund should  create a mechanism for
independent review and approval of co-investments.

     The Managing  Shareholders have designated the initial Panel of three Panel
Members. A majority of the incumbent Panel Members must consent for the Panel to
take action.  A majority of the Managing  Shareholders  and the incumbent  Panel
Members,  acting together, may authorize an increase to no more than eight Panel
Members  (or a  decrease  to not fewer than two) and may fill  vacancies  on the
Panel within 180 days. If there is no incumbent Panel Member, however, vacancies
must be filled by the Managing  Shareholders  with the approval of a Majority of
the Investors. A Panel Member may not be an Affiliate of the Fund and may not be
an investment advisor or underwriter for the Fund, a person  beneficially owning
five  percent  or more of the  Investor  Shares,  an  entity  in which  the Fund
beneficially owns five percent or more of the outstanding equity securities,  an
agent or employee  of the Fund or its  subsidiaries,  a member of the  immediate
family of any  individual  described  above,  or a person who served at any time
after the beginning of the second-to-last full calendar year as legal counsel to
the Fund or the  managing  shareholder,  or a partner,  principal or employee of
that legal counsel.

The Panel is not required to review other  transactions  that might  involve the
managing  shareholders or their  Affiliates and the Fund, such as the Management
Agreement or  temporary  advances of funds by the  managing  shareholder  to the
Fund. The managing  shareholders,  in its sole discretion,  may refer such other
transactions to the Panel for advice, and the Panel, in its sole discretion, may
elect  to  review  and  report  to the  managing  shareholder  on  the  referred
transaction,  or to decline to review it. Neither the managing  shareholders nor
the Panel Members shall incur  liability to the Fund or any Shareholder by their
decisions  to  refer  or not to  refer,  or to  review  or  not to  review,  any
transaction that is not a Ridgewood Program Transaction.

     The Panel Members are not trustees of the Fund,  have no general  fiduciary
responsibility for the Fund's investments or operations,  and have no continuing
oversight responsibilities for the Fund. The Panel meets only on the call of the
managing shareholders.

Panel  Members  may resign  and may be removed  either for cause by action of at
least  two-thirds of the remaining  Panel Members or for any reason by action of
the holders of at least two-thirds of the Investor Shares.

     Compensation  of the Panel Members is set in the  Declaration at $5,000 per
year, plus out-of-pocket expenses incurred. If the Managing Shareholders certify
in the Fund's records that there is no reasonable probability that the Fund will
engage in further  Ridgewood Program  Transactions,  the Panel will be suspended
and will  take no  further  action.  During  that  period,  the  Panel  Members'
compensation  will cease.  A suspended  Panel may be  reinstated by the Managing
Shareholders at any time.

John C.  Belknap,  age 54, has been chief  financial  officer of three  national
retail chains and their parent companies.  Currently,  he is a managing director
of Manticore  Partners,  LLC, a venture advisory and development firm. From July
1997 to August 1999, he was Executive Vice President and Chief Financial Officer
of Richfood Holdings, Inc., a Virginia-based food distributor and retailer. From
December 1995 to June 1997 Mr.  Belknap was Executive  Vice  President and Chief
Financial Officer of OfficeMax,  Inc., a national chain of office supply stores.
From February 1994 to February  1995,  Mr.  Belknap was Executive Vice President
and Chief Financial  Officer of Zal  Corporation,  a 1large and national jewelry
retail  chain.  From  January  1990 to January  1994 and from  February  1995 to
December 1995, Mr. Belknap was an independent financial consultant. From January
1989 through May 1993 he also served as a director of and  consultant  to Finlay
Enterprises,  Inc.,  an  operator of leased fine  jewelry  departments  in major
department  stores  nationwide.  Prior  to 1989,  Mr.  Belknap  served  as Chief
Financial  Officer of Seligman & Latz, Kay Corporation  and its subsidiary,  Kay
Jewelers, Inc.

From  1979 to 1985,  Mr.  Belknap  served  as  Chief  Financial  Officer  of Kay
Corporation,  the parent of Kay  Jewelers,  Inc.  ("KJI"),  a national  chain of
jewelry stores and leased jewelry  departments in major  department  stores.  He
served as Chief  Financial  Officer of KJI from 1974 to 1979.  Mr. Belknap was a
senior  auditor  at Arthur  Young & Company  (now  Ernst &  Young),  a  national
accounting firm. Mr. Belknap earned BA and MBA degrees from Cornell University.

     Dr. Richard D. Propper,  age 50,  graduated from McGill  University in 1969
and received his medical  degree from Stanford  University in 1972. He completed
his internship  and residency in Pediatrics in 1974,  and then attended  Harvard
University  for  post  doctoral  training  in   hematology/oncology.   Upon  the
completion of such training,  he joined the staff of the Harvard  Medical School
where he served as an assistant  professor until 1983. In 1983, Dr. Propper left
academic  medicine  to found  Montgomery  Medical  Ventures,  one of the largest
medical  technology  venture  capital firms in the United  States.  He served as
managing general partner of Montgomery Medical Ventures until 1993.

Dr.  Propper is  currently a consultant  to a variety of  companies  for medical
matters,  including  international  opportunities in medicine.  In June 1996 Dr.
Propper agreed to an order of the  Commission  that required him to make filings
under  Sections  13(d)  and (g) and 16 of the 1934 Act and that  imposed a civil
penalty of $15,000.  In entering into that agreement,  Dr. Propper did not admit
or deny any of the alleged  failures to file recited in that order.  Dr. Propper
is also an acquisition  consultant for Ridgewood Capital Venture  Partners,  LLC
and Ridgewood Institutional Venture Partners, LLC, the first two venture capital
funds sponsored by Ridgewood  Capital.  He receives a fixed  consulting fee from
those funds and contingent compensation from Ridgewood Capital.

Seymour (Si) Robin,  age 73, has been the  Executive  Vice  President and CEO of
Sensor Systems,  Inc., an antenna  manufacturing  company located in Chatsworth,
California.  He has held this position  since 1972.  From 1949 to 1953, he owned
and operated United  Manufacturing  Company,  which  specialized in aircraft and
missile antennas.  From 1953 to 1957, he managed Bendix Antenna Division,  which
specialized in aircraft and space antennas and avionics. In 1957, he started SRA
Antenna  Company  as  a  manufacturer  and  technical  consultant  to  worldwide
manufacturers  or  commercial  and  military  aircraft  and space  vehicles.  He
remained at SRA Antenna  Company until 1971,  at which time he became  Executive
Vice President and CEO of Sensor Systems, Inc.

         Mr. Robin holds degrees in mechanical and electrical  engineering  from
Montreal  Technical   Institute  and  U.C.L.A.  He  is  an  FAA-certified  pilot
(multi-engine, instrument, land and sea ratings) since 1966. He has received the
AMC Airline  Voltaire  Award for the Most  Outstanding  Contribution  to Airline
Avionics in the Past 50 Years. He also owns significant  interests in commercial
and  residential  real estate in the southwest  U.S. Mr. Robin was elected as an
Independent  Trustee by the two other  Independent  Trustees and Mr.  Swanson in
January 2000.

(f) Corporate Trustee

     The Corporate Trustee of the Fund is Ridgewood Holding. Legal title to Fund
property is now and in the future will be in the name of the Fund,  if possible,
or Ridgewood Holding as trustee. Ridgewood Holding is also a trustee of Power I,
Power II,  Power III,  Power IV,  Power V and of an oil and gas  business  trust
sponsored by Ridgewood  Energy and is expected to be a trustee of other  similar
entities  that may be organized by Ridgewood  Power and  Ridgewood  Energy.  The
President,  sole director and sole stockholder of Ridgewood Holding is Robert E.
Swanson;  its other  executive  officers are  identical to those of the Managing
Shareholder.  The principal office of Ridgewood  Holding is at 1105 North Market
Street, Suite 1300, Wilmington, Delaware 19899.

 (i)  RPM.

     RPM is  controlled  by Robert E.  Swanson  and owned by him and his  family
trusts.  For  U.S.  Projects  for  which  the  Fund  decides  to take  operating
responsibility  itself,  the Fund will cause the Fund's subsidiary that owns the
Project to enter  into an  "Operation  Agreement"  under  which  RPM,  under the
supervision  of  the  Managing   Shareholders,   will  provide  the  management,
purchasing,  engineering,  planning and administrative services for the Project.
RPM will  charge  the Fund at its cost for  these  services  and for the  Fund's
allocable amount of certain overhead items. RPM shares space and facilities with
the Managing Shareholder and its affiliates.  To the extent that common expenses
can be reasonably  allocated to RPM, the managing  shareholders may, but are not
required to,  charge RPM at cost for the  allocated  amounts and such  allocated
amounts will be borne by the Fund and other  programs.  Common expenses that are
not so allocated will be borne by the Managing Shareholders.

Initially, the Managing Shareholders do not anticipate charging RPM for the full
amount of rent,  utility  supplies  and office  expenses  allocable to RPM. As a
result, both initially and on an ongoing basis the Managing Shareholders believe
that RPM's charges for its services to the Fund are likely to be materially less
than its economic  costs and the costs of engaging  comparable  third persons as
managers. RPM will not receive any compensation in excess of its costs.

     Allocations  of costs  will be made  either  on the  basis of  identifiable
direct costs,  time records or in proportion to each  program's  investments  in
Projects  managed by RPM; and  allocations  will be made in a manner  consistent
with generally accepted accounting principles.

RPM will not provide any  services  related to the  administration  of the Fund,
such as  investment,  accounting,  tax,  investor  communication  or  regulatory
services,  nor will it  participate  in  identifying,  acquiring or disposing of
Projects.  RPM will not have the power to act in the Fund's  name or to bind the
Fund,  which  will  be  exercised  by the  Managing  Shareholder  or the  Fund's
officers.

     The Operation  Agreements will not have a fixed term and will be terminable
by RPM,  by the  Managing  Shareholders  or by vote of a majority in interest of
Investors,  on 60 days' prior notice. The Operation Agreements may be amended by
agreement of the  managing  shareholders  and RPM;  however,  no amendment  that
materially  increases the obligations of the Fund or that  materially  decreases
the  obligations  of RPM shall  become  effective  until at least 45 days  after
notice of the amendment,  together with the text thereof,  has been given to all
Investors.

The executive officers of RPM are Mr. Swanson  (President),  Mr. Gold (Executive
Vice  President),  Mr.  Quinn  (Executive  Vice  President  and Chief  Operating
Officer),  Mr. Gulino (Senior Vice President and General  Counsel),  Mr. Naunton
(Vice President and Chief Financial Officer) and Ms. Olin (Vice President.

(j) Section 16(a) Beneficial Ownership Reporting Compliance

All individuals  subject to the requirements of Section 16(a) have complied with
those reporting requirements during 2000.

Item 11. Executive Compensation.

         The  Fund  reimburses  RPM at  cost  for  services  provided  by  RPM's
employees  and  reimburses  the  Managing  Shareholders  at  allocated  cost for
services outside the scope of the Management  Agreement;  no such  reimbursement
per  employee  exceeded  $60,000  in 1999 or  2000.  Information  as to the fees
payable to the Managing  Shareholder and certain affiliates is contained at Item
13 Certain Relationships and Related Transactions.

     As  compensation  for  services  rendered  to  the  Fund  pursuant  to  the
Declaration,  each  Independent  Panel Member is entitled to be paid by the Fund
the sum of $5,000 annually and to be reimbursed for all reasonable out-of-pocket
expenses  relating to attendance at Board  meetings or otherwise  performing his
duties to the Fund. The Independent  Panel Members and the Managing  Shareholder
are entitled to review the compensation payable to the Independent Panel Members
annually  and increase or decrease it as they see  reasonable.  The consent of a
majority of the Panel  Members and the consent of the Managing  Shareholders  is
necessary  for a change in  compensation.  The Fund is not  entitled  to pay the
Independent Panel Members  compensation for consulting  services rendered to the
Fund outside the scope of their duties to the Trust without similar approval.

Ridgewood  Holding,  the  Corporate  Trustee  of the Fund,  is not  entitled  to
compensation for serving in such capacity,  but is entitled to be reimbursed for
Trust  expenses  incurred  by it  which  are  properly  reimbursable  under  the
Declaration.

Donald C.  Stewart,  age 55, is a consultant  to the Fund and not an employee of
the  Managing  Shareholders  or any of its  affiliates.  However,  he  serves as
Ridgewood International Development, LLC's Managing Director and chief operating
officer.  From 1994,  he had served as an advisor and  consultant  to  Ridgewood
Power  and  was  the  principal  person  involved  in  finding,   reviewing  and
negotiating  acquisitions for the six Power Trusts.  Mr. Stewart has 30 years of
expertise  in the  field of  independent  power  generation,  fuel  procurement,
engineering  and finance.  Mr. Stewart spent the first ten years of his business
career as a certified public accountant with a major  international firm. He has
been the  Chairman of Vermont Gas  Systems,  a regulated  public  utility,  Vice
Chairman of Consolidated  Power Company, a developer of large scale cogeneration
projects and President of Hercules  Engines,  Inc., a manufacturer of industrial
engines  and  electrical  generation  equipment.  Mr.  Stewart has a Bachelor of
Science degree from Lehigh University.

Instead of salary,  Mr. Stewart,  and two other consultants to the Fund, Michael
Patten and Zach Girges, receive a development fee of 4% and 3%,respectively,  of
the capital  cost of each  completed  Egyptian  Project at the time it goes into
operation  (a  "closing  fee"),  for a total  development  fee of 10% of Project
capital  cost.  Mr.  Stewart,  Mr.  Patten and Mr.  Girges are not  required  to
continue  providing  services to REI after a Project is completed,  but they are
paid  annual   development   fees  of  4/10,  3/10  and  3/10  of  one  percent,
respectively,  of the  capital  cost of each  Project.  The annual  fees are not
deferred or modified based on the Projects' profits or losses.

Ridgewood  Holding,  the  Corporate  Trustee  of the Fund,  is not  entitled  to
compensation for serving in such capacity,  but is entitled to be reimbursed for
Fund  expenses  incurred  by  it  which  are  properly  reimbursable  under  the
Declaration.

For  information  concerning  the Fund's Key Employee  Incentive  Plan, see Item
11(j)  of  the  Fund's   Registration   Statement  on  Form  10.  No  awards  or
determinations  of eligibility have been made under the Plan and Ridgewood Power
does not intend to make any.


Item 12. Security Ownership of Certain Beneficial Owners and Management.

Title               Name of            Amount and Nature of        Percent of
of Class            Beneficial Owner     Beneficial Ownership-        Class

Investor Shares     Seymour Robin*           10 Shares, direct       1.6%
                    Robert E. Swanson        1 Share, through         .2
                                             Ridgewood Power

Total beneficialownership by
directors,executive officers
and Independent Panel Members*                11 Shares              1.7%


Management Share    Robert E. Swanson        1 Share,through         100.0%
                                             Ridgewood Power and
                                             Power VI Co.

Listing of Mr. Robin,  who is an Independent  Panel Member,  is not an admission
that he is a director or executive officer of the registrant.

Ridgewood  Power  purchased for cash one full Investor  Share.  By virtue of its
purchase of an Investor  Share,  Ridgewood Power is entitled to the same ratable
interest in the Fund as all other purchasers of Investor Shares.  Except for Mr.
Robin,  no other  Panel  Members  or  executive  officers  of the Fund  acquired
Investor Shares in the Fund's offering.  No person  beneficially owns 5% or more
of the Investor Shares.

     The  managing  shareholders  were issued one  Management  Share in the Fund
representing  the  beneficial  interests and  management  rights of the Managing
Shareholders  in theirs  capacity as the Managing  Shareholders  (excluding  its
interest  in the  Fund  attributable  to  Investor  Shares  it  acquired  in the
offering).  The management rights of the managing  shareholders are described in
further  detail above at Item 1 - Business and below in Item 10.  Directors  and
Executive  Officers  of  the  Registrant.   Its  beneficial   interest  in  cash
distributions  of the Fund and its allocable share of the Fund's net profits and
net losses and other items attributable to the Management Share are described in
further  detail  below  at  Item  13  --  Certain   Relationships   and  Related
Transactions.

Item 13. Certain Relationships and Related Transactions.

The Declaration  provides that cash flow of the Fund,  less reasonable  reserves
which the Fund deems  necessary to cover  anticipated  Fund  expenses,  is to be
distributed to the Shareholders from time to time as the Fund deems appropriate.
The  allocation  of  distributions   between  the  Investors  and  the  managing
shareholders   are  described  at  Item  11(a)  -  Description  of  registrant's
Securities to be Registered - Distribution and Dissolution Rights.

The Fund made  distributions in 1999 and 2000 to Power VI Co totaling $9,300 and
$35,000, respectively. The Fund paid fees to the Managing Shareholders and their
affiliates as follows:

Fee                      Paid to         1998           1999            2000

Investment fee        Ridgewood Power  $577,813         $560,650      $199,500

Placement agent fee   Ridgewood
 and sales commis-    Securities
sions
                      Corporation      $304,031         $188,842       $98,950

Management Fees       Ridgewood           ---             ---       $1,096,844
                      Power

Organizational,       Ridgewood
 distribution  and    Power
 offering fee                        $1,775,798       $1,698,842      $442,790

Due
diligence             Ridgewood
expenses(a)           Power            $868,208         $708,758          ---

(a) Includes reimbursement for fees and expenses of third parties.

The investment fee equaled 2% of the proceeds of the offering of Investor Shares
and was payable for the Managing  Shareholders'  services in  investigating  and
evaluating investment opportunities and effecting investment  transactions.  The
placement  agent fee (1% of the offering  proceeds) and sales  commissions  were
also paid from proceeds of the offering, as was the organizational, distribution
and offering fee (5% of offering  proceeds) for legal,  accounting,  consulting,
filing, printing,  distribution,  selling, closing and organization costs of the
offering.

     In addition to the foregoing, the Fund reimbursed the Managing Shareholders
and RPM at cost for expenses  and fees of  unaffiliated  persons  engaged by the
Managing  Shareholders  for Fund  business and for certain  expenses  related to
management of Projects.

Mr. Swanson is a director of ZAP. In September 1999, he purchased a franchise to
distribute  ZAP's products on eastern Long Island,  New York and paid $10,000 to
ZAP for the franchise.

      Other information in response to this item is reported in response to Item
12. Executive Compensation,  which information is incorporated by reference into
this Item 13.

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

(a) Financial Statements.

     See the Index to Financial Statements in Item 8 hereof.

(b) Reports on Form 8-K.

     No Form 8-K was filed  with the  Commission  by the  Registrant  during the
quarter ending December 31, 2000.

 (c)  Exhibits

3.A.  Certificate of Trust of the  Registrant.  Incorporated by reference to the
same Exhibit in the Registrant's Registration Statement on Form 10.

3.B.  Amendment No. 1 to Certificate of Trust.  Incorporated by reference to the
same Exhibit in the Registrant's Registration Statement on Form 10.

3.C.  Declaration of Trust of the  Registrant.  Incorporated by reference to the
same Exhibit in the Registrant's Registration Statement on Form 10.

10.A.  Stock  and  Warrant  Purchase  Agreement  for  ZAP  Power  Systems,  Inc.
Incorporated by reference to the same Exhibit in the  Registrant's  Registration
Statement on Form 10.

10.B.  Warrant  for  Purchase  of  Common  Stock  of  ZAP  Power  Systems,  Inc.
Incorporated by reference to the same Exhibit in the  Registrant's  Registration
Statement on Form 10.

10.C Investors'  Rights Agreement with ZAP Power Systems,  Inc.  Incorporated by
reference to the same Exhibit in the Registrant's Registration Statement on Form
10.

10.D.  Milestone letter agreement with ZAP Power Systems,  Inc.  Incorporated by
reference to the same Exhibit in the Registrant's Registration Statement on Form
10.

10.E.  Letter  agreement re board  representation  with ZAP Power Systems,  Inc.
Incorporated by reference to the same Exhibit in the  Registrant's  Registration
Statement on Form 10.

10.F.   Management   Agreement  between  the  Fund  and  Managing   Shareholders
Incorporated by reference to the same Exhibit in the  Registrant's  Registration
Statement on Form 10.

10.G.  Key  Employees'  Incentive  Plan.  Incorporated  by reference to the same
Exhibit in the Registrant's Registration Statement on Form 10.

10.H.  Agreement of Merger between  Ridgewood  Power  Corporation  and Ridgewood
Power LLC.  Incorporated  by reference  to the same Exhibit in the  Registrant's
Registration Statement on Form 10.

10.I.  Letter of Intent with Synergics,  Inc. for  acquisition of  Hydroelectric
Projects

10.J.  Operating Agreement between Ridgewood Egypt for Infrastructure  Projects,
Ltd. and Ridgewood International Development LLC.

     22. Subsidiaries of the Registrant

     24. Powers of Attorney Page

     27. Financial Data Schedule Page



SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

Signature                           Title                    Date

THE RIDGEWOOD POWER GROWTH FUND (Registrant)

By:/s/ Robert E. Swanson     President and Chief             March 30, 2001
       Robert E. Swanson     Executive Officer

        Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
Registrant and in the capacities and on the dates indicated.

By:/s/ Robert E. Swanson     President and Chief             March 30, 2001
       Robert E. Swanson     Executive Officer

By:/s/ Martin V. Quinn       Executive Vice President        March 30, 2001
       Martin V. Quinn       and Chief Operating Officer

By:/s/ Christopher I. Naunton    Vice President and
       Christopher I. Naunton    Chief Financial Officer     March 30, 2001

RIDGEWOOD POWER LLC  Managing Shareholder  March 30, 2001

By:/s/ Robert E. Swanson    President
       Robert E. Swanson

 /s/ Robert E. Swanson  *  Independent Panel Member    March 30, 2001
       John C.Belknap

 /s/ Robert E. Swanson  *   Independent Panel Member    March 30, 2001
      Richard D.Propper

 /s/ Robert E. Swanson  *   Independent Panel Member   March 30, 2001
      Seymour Robin

     As attorney-in-fact for the Independent Panel Member

Signature by  Independent  Panel Members is not an admission  that they serve as
directors of the Registrant.
<PAGE>
                         The Ridgewood Power Growth Fund

                        Consolidated Financial Statements

                        December 31, 2000, 1999 and 1998




<PAGE>




                        Report of Independent Accountants


To the Shareholders and Trustees of
The Ridgewood Power Growth Fund:

In our opinion,  the  accompanying  consolidated  balance sheets and the related
consolidated  statements  of operations  and  comprehensive  income,  changes in
shareholders' equity and of cash flows present fairly, in all material respects,
the financial  position of The Ridgewood  Power Growth Fund (the "Fund") and its
subsidiaries at December 31, 2000 and 1999, and the results of their  operations
and their cash flows for the years ended  December  31,  2000 and 1999,  and the
period February 9, 1998  (commencement  of share offering)  through December 31,
1998, in conformity with accounting  principles generally accepted in the United
States of America.  These  financial  statements are the  responsibility  of the
Company's  management;  our  responsibility  is to  express  an opinion on these
financial  statements  based on our  audits.  We  conducted  our audits of these
statements  in  accordance  with auditing  standards  generally  accepted in the
United  States of America,  which  require that we plan and perform the audit to
obtain reasonable  assurance about whether the financial  statements are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting the amounts and  disclosures in the financial  statements,  assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.



PricewaterhouseCoopers LLP
New York, NY
March 23, 2001


<PAGE>



  The Ridgewood Power Growth Fund
  Consolidated Balance Sheet
  -----------------------------------------------------------------------------

                                                    December 31,
                                              ----------------------------
                                                  2000           1999
                                              ------------    ------------
Assets:
Cash and cash equivalents .................   $ 15,328,703    $ 35,732,660
Accounts receivable, net of
 allowance of $51,540 .....................        715,563            --
Due from affiliates .......................         17,403         316,833
Other current assets ......................        104,679         156,644
                                              ------------    ------------
         Total current assets .............     16,166,348      36,206,137

Plant and equipment .......................     17,396,573            --
Construction in progress ..................      4,231,179            --
Office equipment ..........................        238,828            --
                                              ------------    ------------
Total plant and equipment .................     21,866,580            --
    Accumulated depreciation ..............       (545,476)           --
                                              ------------    ------------
Plant and equipment, net ..................     21,321,104            --
                                              ------------    ------------
Investment in:
Synergics Projects ........................     13,252,342            --
Zap World.com .............................      2,100,284       3,441,809
Egypt Projects ............................           --         4,736,092
GFG .......................................           --         1,497,670

Deferred due diligence costs ..............        334,611            --
                                              ------------    ------------
         Total assets .....................   $ 53,174,689    $ 45,881,708
                                              ------------    ------------
Liabilities and shareholders' equity:
Liabilities:
Accounts payable and accrued expenses .....   $    698,367    $    216,795
Due to affiliates .........................         86,131           7,487
                                              ------------    ------------
 Total current liabilities ................        784,498         224,282
                                              ------------    ------------

Minority interest in the Egypt Projects ...      6,299,001            --
Commitments and contingencies

Shareholders' equity:
Shareholders' equity (658.1067 and
 296.8815 investor shares issued and
 outstanding at December 31, 2000 and
 1999, respectively) ......................     46,189,602      46,548,589
Subscriptions receivable ..................           --          (863,500)
                                              ------------    ------------
         Shareholders' equity, net ........     46,189,602      45,685,089
Managing shareholders' accumulated deficit
(1 management share issued and outstanding)        (98,412)        (27,663)
                                              ------------    ------------
 Total shareholders' equity ...............     46,091,190      45,657,426
                                              ------------    ------------
 Total liabilities and shareholders' equity   $ 53,174,689    $ 45,881,708
                                              ------------    ------------

        See accompanying notes to the consolidated financial statements.
<PAGE>
The Ridgewood Power Growth Fund
Consolidated Statement of Operations
--------------------------------------------------------------------------------
                                                                 Commencement of
                                                                 Share Offering
                                                   For the Year    (February 9,
                               For the Year Ended  Ended December  1998) Through
                                  December 31, 2000  31, 1999  December 31, 1998
                                      -----------    -----------    -----------
Revenues ..........................   $ 2,180,231    $      --      $      --

Cost of sales .....................     1,924,932           --             --
                                      -----------    -----------    -----------
Gross margin ......................       255,299           --             --

General and administrative expenses       625,514        112,765         59,276
Investment fee paid to the managing
  shareholders ....................       199,590        560,650        577,813
Management fee paid to the managing
  shareholders ....................     1,096,844           --             --
Project due diligence costs .......          --          868,208        708,658
                                      -----------    -----------    -----------
  Total other operating expenses ..     1,921,948      1,541,623      1,345,747
                                      -----------    -----------    -----------

Loss from operation ...............    (1,666,649)    (1,541,623)    (1,345,747)

Other income (expense):
Interest income ...................     1,718,371      1,447,920        494,002
Interest income from Synergics
 Projects .........................       883,275           --             --
Equity interest in loss of:
  Zap World.com ...................    (1,341,525)      (639,915)          --
  Egypt Projects ..................          --         (197,759)          --
  GFG .............................       (49,924)       (49,163)          --
Write down investment in GFG ......    (1,447,746)          --             --
                                      -----------    -----------    -----------
Other (expense) income, net .......      (237,549)       561,083        494,002
                                      -----------    -----------    -----------

Net loss before minority interest .    (1,904,198)      (980,540)      (851,745)
Minority interest in the
 earnings of the Egypt Projects ...        (5,008)          --             --
                                      -----------    -----------    -----------
Net loss ..........................   $(1,909,206)   $  (980,540)   $  (851,745)
                                      -----------    -----------    -----------




        See accompanying notes to the consolidated financial statements.

<PAGE>
The Ridgewood Power Growth Fund
Consolidated Statement of Changes in Shareholders' Equity
For The Years Ended  December 31, 2000 and 1999 and the Period  February 9, 1998
(Commencement of Share Offering) To December 31, 1998
--------------------------------------------------------------------------------

                                        Subscriptions   Managing
                           Shareholders  Receivable   Shareholders     Total
                           ------------  ----------   -----------   -----------
Initial capital
 contributions, net
 (296.8815 investor
 shares and 1
 management share) .....   $ 25,231,426   $  (25,000)   $   --      $25,206,426
Net loss for
 the period ............       (843,228)        --        (8,517)      (851,745)
                           ------------   ----------    --------    -----------
Shareholders' equity,
 December 31, 1998
(296.8815 investor
 shares and 1
 management share) .....     24,388,198      (25,000)     (8,517)    24,354,681
Capital contributions,
 net (266.2785
 investor shares) ......     24,055,886     (838,500)       --       23,217,386
Distributions ..........       (924,760)        --        (9,341)      (934,101)
Net loss ...............       (970,735)        --        (9,805)      (980,540)
                           ------------   ----------    --------    -----------
Shareholders' equity,
 December 31, 1999
(563.16 investor shares
 and 1 management share)     46,548,589     (863,500)    (27,663)    45,657,426
Capital contributions,
 net (94.9467 investor
 shares) ...............      6,645,185      863,500        --        7,508,685
Distributions ..........     (3,465,001)        --       (35,000)    (3,500,001)
Cumulative translation
 adjustment ............     (1,649,057)        --       (16,657)    (1,665,714)
Net loss ...............     (1,890,114)        --       (19,092)    (1,909,206)
                           ------------   ----------    --------    -----------
Shareholders' equity,
 December 31, 2000
 (658.1067 investor
 shares and 1
 management share) .....   $ 46,189,602   $     --      $(98,412)   $46,091,190
                           ------------   ----------    --------    -----------

The Ridgewood Power Growth Fund
Consolidated Statement of Comprehensive Loss
--------------------------------------------------------------------------------

                                                           Commencement of
                                                           Share Offering (Febr-
                   For the Year Ended  For the Year Ended  uary 9, 1998)Through
                    December 31, 2000  December 31, 1999   December 31, 1998
                         -----------      -----------       -----------
Net loss .............   $(1,909,206)     $  (980,540)      $  (851,745)
Cumulative translation
 adjustment ..........    (1,665,714)             --                --
                         -----------      -----------       -----------
Comprehensive loss ...   $(3,574,920)     $  (980,540)      $  (851,745)
                         -----------      -----------       -----------

        See accompanying notes to the consolidated financial statements.


<PAGE>
The Ridgewood Power Growth Fund
Consolidated Statement of Cash Flows
--------------------------------------------------------------------------------

                                                                    Commencement
                                                                   of Share Off-
                                      For the Year   For The Year  ering (Febru-
                                     Ended December Ended December uary 9, 1998)
                                        31, 2000       31, 1999    Through Dece-
                                                                   mber 31, 1998
                                          ----------    ---------    ----------
Cash flows from operating activities:
Net loss ............................... $(1,909,206)   $(980,540)   $ (851,745)
                                          ----------    ---------    ----------
Adjustments to reconcile net
 loss to net cash flows from
 operating activities:
 Depreciation ..........................     588,119         --            --
 Minority interest in earnings
  of Egypt Projects ....................       5,008         --            --
 Equity interest in loss of Zap
 World.com .............................   1,341,525      639,915          --
 Equity interest in loss of
  Egypt Projects .......................         --       197,759          --
 Equity interest in loss of GFG ........      49,924       49,163          --
 Write down investment in GFG ..........   1,447,746         --            --
 Interest income from
 Synergics Projects ....................    (883,275)        --            --
 Changes in assets and liabilities,
  net of impact of consolidation of the
  Egypt Projects:
 Increase in accounts receivable ......     (845,329)        --            --
  Decrease (increase) in due
 from affiliates .......................     299,430     (307,503)       (9,330)
  Decrease (increase) in other
 current assets ........................      51,521      (70,296)      (86,348)
  (Decrease) increase in accounts payable
   and accrued expenses ................  (3,157,789)     (47,825)      264,620
  Increase (decrease) in due to affiliate     78,644   (1,106,642)    1,114,129
                                          ----------  -----------    ----------
     Total adjustments .................  (1,024,476)    (645,429)    1,283,071
                                          ----------  -----------    ----------
Net cash (used in) provided
 by operating activities ...............  (2,933,682)  (1,625,969)      431,326
                                          ----------  -----------    ----------
Cash flows from investing
 activities:
Capital expenditures ................... (11,703,970)        --            --
Investment in Zap World.com ............        --     (4,081,724)         --
Investment in Egypt Projects ...........        --     (4,933,851)         --
Investment in GFG ......................        --     (1,546,833)         --
Investment in Synergics Projects ....... (12,369,067)        --            --
Cash acquired by consolidation
 of Egypt Projects .....................     719,794         --            --
(Increase) decrease in
 deferred due diligence costs ..........    (334,611)     381,192      (381,192)
                                         -----------  -----------    ----------
Net cash used in investing
 activities ............................ (23,687,854) (10,181,216)     (381,192)
                                         -----------  -----------    ----------
Cash flows from financing
 activities:
Proceeds from shareholders'
 contributions .........................   8,642,400   27,458,014    29,613,468
Selling commissions and
 offering costs paid ...................  (1,133,715)  (4,240,628)   (4,407,042)
Contributions to Egypt
 Projects by minority interest .........   2,208,895         --            --
Cash distributions to
 shareholders ..........................  (3,500,001)    (934,101)         --
                                         -----------  -----------    ----------
Net cash provided by
 financing activities ..................   6,217,579   22,283,285    25,206,426
                                         -----------  -----------    ----------
Net (decrease) increase in
 cash and cash equivalents ............. (20,403,957)  10,476,100    25,256,560
Cash and cash equivalents,
 beginning of period ...................  35,732,660   25,256,560          --
                                         -----------  -----------    ----------
Cash and cash equivalents,
 end of period ......................... $15,328,703  $35,732,660   $25,256,560
                                          ----------  -----------    ----------

        See accompanying notes to the consolidated financial statements.
<PAGE>
The Ridgewood Power Growth Fund
Notes to the Consolidated Financial Statements
--------------------------------------------------------------------------------

1.       Organization and Purpose

The Ridgewood  Power Growth Fund (the "Fund") was formed as a Delaware  business
trust in February 1997 by Ridgewood  Energy  Holding  Corporation  acting as the
Corporate Trustee. The managing shareholders of the Fund are Ridgewood Power LLC
("RPC",  formerly  Ridgewood  Power  Corporation)  and  Ridgewood  Power  VI LLC
("RP6C",  formerly  Ridgewood  Power VI  Corporation).  The Fund began  offering
shares  on  February  9,  1998 and  discontinued  its  offering  in April  2000.
Ridgewood Capital Management LLC ("RCC", formerly Ridgewood Capital Corporation)
provided most services  required to support the offering.  RPC, RP6C and RCC are
related  through  common  ownership.  The  Fund had no  operations  prior to the
commencement of the share offering.

The Fund has been organized to invest primarily in independent  power generation
facilities and other capital  facilities.  These  independent  power  generation
facilities will include cogeneration facilities,  which produce both electricity
and heat energy and other power  plants that use various  fuel  sources  (except
nuclear).

2.       Summary of Significant Accounting Policies

Principles of consolidation and accounting for investments
The  consolidated  financial  statements  include  the  accounts of the Fund and
affiliates owned more than 50%. All material intercompany transactions have been
eliminated.

The Fund uses the equity method of accounting for its  investments in affiliates
in which the Fund has the ability to  exercise  significant  influence  over the
operating  and  financial  policies of the  affiliate,  but does not control the
affiliate. The Fund's share of the earnings of the affiliates is included in the
consolidated statement of operations.

Use of estimates
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 the estimates.

Cash and cash equivalents
The Fund considers all highly liquid  investments with maturities when purchased
of three months or less as cash and cash equivalents.  Cash and cash equivalents
consist of funds deposited in bank accounts.

Revenue recognition
Revenue is recognized when power or water delivered. Interest income is recorded
when earned.

Foreign currency translation
The  financial  statements  of the Fund's  non-United  States  subsidiaries  are
translated  into United States  dollars  using  current rates of exchange,  with
gains or losses included in the cumulative translation adjustment account in the
shareholders' equity section of the balance sheet.

Plant and equipment
Machinery and  equipment,  consisting  principally of water  desalinization  and
electrical  generating  equipment,  is stated at cost.  Renewals and betterments
that  increase  the  useful  lives of the  assets  are  capitalized.  Repair and
maintenance expenditures that increase the efficiency of the assets are expensed
as incurred.

Depreciation is recorded using the straight-line method over the useful lives of
the assets,  which vary from 5 to 15 years.  During the year ended  December 31,
2000, the Fund recorded depreciation expense of $588,119.

Income taxes
The Fund's Egyptian subsidiaries have a ten year income tax holiday that expires
in 2009.  Accordingly,  no provision has been made for Egyptian  income taxes in
the accompanying consolidated financial statements.

No  provision  is made  for  United  States  income  taxes  in the  accompanying
consolidated financial statements as the income or losses of the Fund are passed
through and included in the tax returns of the  individual  shareholders  of the
Fund.

Offering costs
Costs  associated with offering Fund shares (selling  commissions,  distribution
and offering  costs) are reflected as a reduction of the  shareholders'  capital
contributions.

Due diligence costs relating to potential power projects
Costs  relating  to the due  diligence  performed  on  potential  power  project
investments  are  initially  deferred,  until  such time as the Fund  determines
whether or not it will make an  investment  in the  project.  Costs  relating to
completed  projects are capitalized and costs relating to rejected  projects are
expensed at the time of rejection.

These costs consist of payments for consultants and other  unaffiliated  parties
performing financial,  engineering, legal and other due diligence procedures and
negotiations.  It also includes travel and other out-of-pocket costs incurred by
employees of affiliates  of the managing  shareholders  investigating  potential
project investments.

Subscriptions receivable
Capital contributions are recorded upon receipt of the appropriate  subscription
documents.  Subscriptions  receivable  from  shareholders  are  reflected  as  a
reduction of shareholders' equity.

Reclassification
Certain items in previously  issued financial  statements have been reclassified
for comparative purposes.

3.       Investments

The Fund has the following investments:

                                                  Investment at December 31,
                             Accounting           -------------------------
 Project Name                  Method                2000         1999
------------------   --------------------------   -----------   -----------
Synergics Projects   Interest                     $13,252,342   $      --
ZAP World.com ....   Equity Method                  2,100,284     3,441,809
Egypt Projects ...   Consolidated/Equity Method    16,121,449     4,736,092
GFG ..............   Equity Method                       --       1,497,670
                                                  -----------   -----------
                                                  $31,474,075   $ 9,675,571
                                                  -----------   -----------

Synergics Projects
Beginning  in  late  1999,  RPC  began   negotiations   with   Synergics,   Inc.
("Synergics")  to  buy  nine  existing  hydroelectric   generating  plants  (the
"Synergics  Projects").  In the course of  negotiations  and due diligence,  RPC
learned that one of Synergics'  lenders had declared a payment  default  against
Synergics  and that the lender had agreed to discharge the debt at a substantial
discount  from the face amount if payment were made by the end of April 2000. In
order to preserve the benefit of the lender's  offer and to allow  completion of
the acquisition on favorable terms, Ridgewood Electric Power Trust V ("Trust V",
whose  managing  shareholder  is RPC) and the  Fund,  through  a joint  venture,
acquired the debt from the lender on April 28, 2000 for a payment of $17 million
to the  lender.  The debt  remains  in  default,  but the joint  venture  is not
exercising its remedies against Synergics or the Synergics  subsidiaries pending
the proposed acquisition described below.

The joint  venture  intends to acquire the  Synergics  hydroelectric  generation
business  by  forgiving  the $17  million  of  outstanding  debt and  paying  an
additional  $1  million to the  shareholders  of  Synergics  and paying up to an
additional $1.7 million of Synergics' tax liabilities  that might be incurred as
a result  of the  sale of its  assets.  In  addition,  if a  project  lease  for
Synergics' Box Canyon,  California  hydroelectric  plant is extended  beyond the
year 2010, the joint venture will pay the Synergics  shareholders  the lesser of
$500,000  or  one-half  of the  agreed  present  value  derived  from the  lease
extension.  The  structuring  and closing of the acquisition is to be determined
after a review of certain  financial,  contractual  and tax  considerations  and
termination of the Hart-Scott-Rodino Act antitrust waiting period.

Until the acquisition closes, Synergics has agreed to retain all working capital
for the account of the joint  venture and to allow the joint  venture to approve
all operational  decisions and  expenditures.  Synergics is cooperating  closely
with the joint venture in making operational  decisions.  However,  although the
joint  venture  currently   intends  to  acquire  the  Synergics   hydroelectric
generation  business as promptly as possible,  neither the joint venture nor the
Trust V or the Fund are  obligated  to acquire  Synergics  or any of its assets.
Wayne L.  Rogers,  the  president  of  Synergics,  agreed  to vote the  stock of
Synergics,  Inc.  beneficially  owned by him  (approximately  69% of the  voting
stock) in favor of a merger or other  corporate  reorganization  as specified by
Trust V and the Fund  that  materially  complies  with the  provisions  outlined
above.

Although the joint venture now owns $17 million of the debt of Synergics,  there
is  approximately  $11.725  million of debt owed to Fleet Bank, N.A. Trust V and
the Fund are in  discussions  concerning  the  assumption or  refinancing of the
Fleet debt in connection with the acquisition.

Trust V supplied $5 million of the capital used by the joint  venture to acquire
the debt and the Fund supplied the remaining $12 million. Any additional capital
needed for the  acquisition  will be supplied to the joint  venture by the Fund.
Trust V and the Fund will own the joint  venture in  proportion  to the  capital
each supplies and neither will have preferred rights over the other.

The debt accrues  interest at 11% per annum. For the eight months ended December
31, 2000, the Fund recorded $883,275 of income related to the debt of Synergics.

ZAP World.com
On March 30,  1999,  the  Fund,  through a wholly  owned  subsidiary,  purchased
678,808  shares of common stock of ZAP World.com  ("ZAP") for  $2,050,000.  ZAP,
headquartered in Sebastopol,  California,  designs, assembles,  manufactures and
distributes  electric  power bicycle kits,  electric  bicycles and tricycles and
electric scooters.  ZAP's common stock is quoted on the OTC Bulletin Board under
the symbol  "ZAPP".  The Fund also  received a warrant  to  purchase  additional
shares of ZAP's common stock at a price between  $3.50 and $4.50 per share.  The
Fund exercised the warrant in June 1999 and purchased 571,249  additional shares
for $2,000,000.  The Fund owns approximately 21% of the outstanding common stock
of ZAP. In December  1999, the Fund received a warrant to purchase an additional
100,000  shares of ZAP at a price of $6.25 per share  which  expires in December
2002.

The  Fund's  investment  in ZAP is  accounted  for  using the  equity  method of
accounting.  Accordingly,  the accompanying consolidated statement of operations
includes  the  Fund's  interest  in  ZAP's  results  of  operations   since  the
acquisition of the shares.

The  following pro forma  information  presents the results of operations of the
Fund as if the purchases had occurred on January 1, 1999:

                             For the Year Ended
                              December 31, 1999
                              -----------------
                      Revenue           $     433,989
                      Net income           (1,108,354)

These pro forma results have been prepared for comparative  purposes only and do
not  purport to be  indicative  of the  results of  operations  which would have
actually  occurred had the  purchases  occurred on January 1, 1999, or of future
results.

Summarized financial information for ZAP is as follows:

Balance Sheet Information

                                              December 31,
                                       -------------------------
                                          2000          1999
                                       -----------   -----------

Current assets .....................   $ 8,750,000   $ 5,585,000
Non-current assets .................     4,077,000     2,142,000
                                       -----------   -----------
Total assets .......................   $12,827,000   $ 7,727,000
                                       -----------   -----------

Liabilities ........................   $ 1,822,000   $ 1,172,000
Shareholders' equity ...............    11,005,000     6,555,000
                                       -----------   -----------
Liabilities and shareholders' equity   $12,827,000   $ 7,727,000
                                       -----------   -----------

Statement of Operations Information

          For the Year Ended December 31,
           ----------------------------
              2000             1999
           ------------    ------------
Revenues   $ 12,443,000    $  6,437,000
Expenses     14,340,000       8,130,000
           ------------    ------------
Net loss   $ (1,897,000)   $ (1,693,000)
           ------------    ------------

Egypt Projects
In 1999, the Fund and Trust V jointly formed a company to develop electric power
and water  purification  plants for resort hotels in Egypt. The Fund and Trust V
own  undivided  interests in the Egyptian  projects in proportion to the capital
they  contributed.  Through  December  31,  1999,  the  Fund  and  Trust  V each
contributed $4,933,851 to the Egypt Projects.

Beginning in the first quarter of 2000, the Fund made additional investments and
acquired  majority  ownership  of the Egypt  Projects.  As a  result,  effective
January 1, 2000, the Fund has consolidated the financial position and results of
operations.  Trust V's interest in the Egypt Projects is presented as a minority
interest in the balance sheet and statement of operations.

Prior to January  1,  2000,  the Fund's  investment  in the Egypt  Projects  was
accounted  for under the equity method of  accounting.  The Fund's equity in the
loss of the Egypt  Projects  has been  included  in the  consolidated  financial
statements from the inception of the projects to December 31, 1999.

Summarized  financial  information  for the Egypt  Projects  for the year  ended
December 31, 1999 is as follows:

Balance Sheet Information

                                    December 31, 1999
                                       -----------

Current assets .....................   $   719,794
Non-current assets .................     9,567,984
                                       -----------
Total assets .......................   $10,287,778
                                       -----------

Liabilities ........................   $   815,592
Shareholders' equity ...............     9,472,186
                                       -----------
Liabilities and shareholders' equity   $10,287,778
                                       -----------

Statement of Operations Information

           For the Year Ended December
                  31, 1999
                  ---------

Interest income   $   7,794
Expenses ......     403,312
                  ---------
Net loss ......   $(395,518)
                  ---------

GFG
In September 1999, the Fund and Trust V made a joint investment of $3,000,000 in
Global Fiber Group ("GFG"), which was in the process of developing an underwater
fiber optic cable in the Western  Mediterranean (the "Mediterranean  Fiber Optic
Project").  The  investment,  which was funded  equally by the Fund and Trust V,
provided for a 25% ownership interest in GFG and the right to invest in projects
developed  by  GFG.  The  Fund  and  Trust  V  anticipated  equally  funding  an
$18,000,000 joint venture investment in the Mediterranean Fiber Optic Project in
2000.

In the first quarter of 2000, the Fund determined that GFG would probably not be
able to develop the Mediterranean Fiber Optic Project or any other project. As a
result,  the Fund determined that it would be unlikely to recover its investment
in GFG.  Accordingly,  the Fund  recorded a writedown of $1,447,746 in the first
quarter of 2000 to reduce the  estimated  fair value of the  investment to zero.
GFG subsequently ceased operations.

The Fund's  investment  in the GFG is accounted  for under the equity  method of
accounting.  The Fund's  equity in the loss of the GFG has been  included in the
consolidated financial statements since the inception of the projects.

Summarized financial information for GFG for the year ended December 31, 1999 is
as follows.  Financial  information  for the year ended December 31, 2000 is not
available.

Balance Sheet Information

                    December 31, 1999
                       ----------

Current assets .....   $   90,030
Non-current assets .    2,826,128
                       ----------
Total assets .......   $2,916,158
                       ----------

Shareholders' equity   $2,916,158
                       ----------

Statement of Operations Information

For the Three Months Ended
        December 31, 1999
           ---------

Revenues   $ 346,059
Expenses     430,001
           ---------
Net loss   $ (83,942)
           ---------

4.       Plant and equipments

In Egypt, the Fund currently has 15 water  desalinization  plants and 6 electric
generation  plants  constructed  or  under  development.  When  construction  is
complete,  which is expected to occur in the second  quarter of 2001,  the total
capacity of the water and power plants is expected to be approximately 3,300,000
U.S. gallons per day and 23.4 megawatts, respectively. Each plant has a contract
with a hotel or  group  of  hotels  for the  sale of the  water  or  electricity
produced from the plant. These contracts  generally have terms of five to thirty
years and some of the contracts provide for the transfer or sale of ownership of
the plant to the hotel at the expiration of the contract.

5.       Consulting Agreements

The Fund's Egypt Projects have  agreements with three  consultants  that provide
marketing,  construction  and  management  services  in Egypt.  The  consultants
receive, in total, a development fee of 10% of the capital cost of any completed
projects,  an  annual  management  fee of 1% of the  capital  cost of  completed
projects and  reimbursement of out-of-pocket  costs incurred in performing their
duties  under the  agreements.  Under the terms of the  agreements,  if the Fund
terminates the consultants, they receive a one-time payment based on the present
value of the future 1% annual management fee payments.

6.       Fair Value of Financial Instruments

At December 31, 2000 and 1999,  the  carrying  value of the Fund's cash and cash
equivalents,  accounts  receivable and accounts payable  approximated their fair
value.

7.       Transactions With Managing Shareholders and Affiliates

The Fund pays RCC an  organizational,  distribution and offering fee up to 6% of
each capital contribution made to the Fund. This fee is intended to cover legal,
accounting,  consulting,  filing,  printing,  distribution,  selling and closing
costs for the  offering of the Fund.  For the years ended  December 31, 2000 and
1999 and the period from  February 9, 1998 to December 31,  1998,  the Fund paid
fees  for  these  services  to  RCC  of  $422,790,  $1,698,451  and  $1,776,189,
respectively.  These  fees are  recorded  as a  reduction  in the  shareholders'
capital contribution.

The Fund also pays to RPC, one of the managing  shareholders,  an investment fee
up to 2% of each capital  contribution  made to the Fund.  The fee is payable to
RPC for its services in investigating  and evaluating  investment  opportunities
and effecting  transactions for investing the capital of the Fund. For the years
ended  December  31,  2000 and 1999 and the  period  from  February  9,  1998 to
December 31, 1998, the Fund paid investment fees to the managing  shareholder of
$199,590, $560,650 and $577,813, respectively.

The Fund  entered  into a management  agreement  with RP6C,  one of the managing
shareholders,  under which RP6C renders certain  management,  administrative and
advisory services and provides office space and other facilities to the Fund. As
compensation  to the  RP6C  for  such  services,  the  Fund  pays  it an  annual
management  fee equal to 2.5% of the  total  capital  contributions  to the Fund
payable  monthly upon the closing of the Fund. The Fund closed on April 30, 2000
and management  fees of $1,096,844 were paid for the eight months ended December
31, 2000.

The Fund  reimburses the managing  shareholders  and affiliates for expenses and
fees of  unaffiliated  persons  engaged by the  managing  shareholders  for fund
business.  The managing  shareholders or affiliates  originally paid all project
due diligence  costs,  accounting and legal fees and other expenses shown in the
statement of operation and were reimbursed by the Fund.

Under the  Declaration of Fund,  RP6C is entitled to receive each year 1% of all
distributions made by the Fund (other than those derived from the disposition of
Fund property) until the shareholders  have been distributed each year an amount
equal to 12% of their  equity  contribution.  Thereafter,  RP6C is  entitled  to
receive 25% of the distributions for the remainder of the year. RP6C is entitled
to receive 1% of the proceeds from  dispositions  of Fund  properties  until the
shareholders  have received  cumulative  distributions  equal to their  original
investment  ("Payout").  After  Payout,  RP6C is  entitled to receive 25% of all
remaining distributions of the Fund.

Income  is  allocated  to the  managing  shareholders  until the  profits  equal
distributions  to the managing  shareholders.  Then,  income is allocated to the
investors,  first among  holders of  Preferred  Participation  Rights until such
allocations equal distributions from those Preferred  Participation  Rights, and
then among Investors in proportion to their ownership of investor shares. If the
Fund has net losses for a fiscal  period,  the losses are  allocated  99% to the
Investors and 1% to the managing shareholders.

Where permitted, in the event the managing shareholders or an affiliate performs
brokering  services  in  respect of an  investment  acquisition  or  disposition
opportunity for the Fund, the managing shareholders or such affiliate may charge
the Fund a brokerage  fee.  Such fee may not exceed 2% of the gross  proceeds of
any such  acquisition  or  disposition.  No such fees  have  been  paid  through
December 31, 2000.

The corporate  trustee of the Fund,  Ridgewood  Energy Holding  Corporation,  an
affiliate of the managing  shareholders  through common  ownership,  received no
compensation from the Fund.

Amounts  due to and from  affiliates  are  non-interest  bearing and are usually
settled  within  thirty  days.  Such amounts  arise from the delay  between when
expenses are paid by the Fund or affiliates and when reimbursement occurs.

RPC  purchased  one  investor  share of the Fund for  $83,000  in 1998.  Through
December 31, 2000,  commissions  and  placement  fees of $492,873 were earned by
Ridgewood Securities Corporation, an affiliate of the managing shareholders.

8.       Preferred Participation Rights

Preferred Participation Rights were given to each shareholder whose subscription
was fully  completed and paid for and accepted prior to December 31, 1998.  Each
Preferred  Participation Right entitled the holder to an aggregate  distribution
priority of $1,000.  The number of  Preferred  Participation  Rights  earned per
investor  share was equal to the number of whole or partial months from the date
of the  acceptance  of the  subscription  to  December  31,  1998,  except  that
subscriptions from December 1 through December 31, 1998 were treated on the same
basis as  subscriptions  received in November  1998. A total of 1,890  Preferred
Participation Rights were issued.

During 1999, cash distributions were first allocated 99% to holders of preferred
participation  rights and 1% to the  managing  shareholders  until  shareholders
received distributions equal to $1,000 for each Right earned.

9.       Management Share

The  Fund  granted  the  managing   shareholders  a  single   Management   Share
representing  the  managing  shareholders'   management  rights  and  rights  to
distributions of cash flow.

10.      Key Employees Incentive Agreement

The Key  Employees  Incentive  Plan  (the  "Plan")  was  adopted  by the Fund in
February 1998 and permits the managing  shareholders to designate key executives
and  employees  of the Fund and its  operating  companies  to receive  Incentive
Shares.

The managing  shareholders  and persons granted  Incentive Shares under the Plan
are entitled to receive a portion of the Fund's cash flow as follows:

                         Prior to Payout                    After Payout

Net Operating       Managing Shareholders         Managing Shareholders.
Cash Flow              Up to 20%                            20%
after Investors
obtain 12%          Plan Participants              Plan Participants
cumulative            Up to 5%                             5%
return

Net Cash            Managing Shareholders          Managing Shareholders
Flow from               1%                             20%
Dispositions        Plan Participants               Plan Participants
                       Zero                               5%

The managing shareholders and Plan participants will be entitled to cash flow on
a proportionate  basis,  meaning that if the cash flow allocable to them is less
than the  maximum  percentages  stated  in the  table,  that  cash  flow will be
distributed pro rata between the managing shareholders and Plan participants.

At the closing of the private  placement  offering of Investor Shares,  the Fund
will create a number of  Incentive  Shares  equal to 1/15 of the total number of
Investor Shares sold in the offering. Each Incentive Share will be entitled to a
pro-rata share of the cash flow  distributable to Plan participants in the table
above.

Until Incentive Shares are actually issued, the cash flow, if any, distributable
to those Shares will be distributed to the managing  shareholders.  No Incentive
Shares have been issued by the managing shareholders.

Each  issued and  outstanding  Incentive  Share has voting  rights  equal to one
Investor Share.

11.  Subsequent Event - Investment in UK Landfill Gas Plants

On June 30,  1999,  Trust V entered into  agreements  with the  stockholders  of
Combined  Landfill  Projects Limited ("CLP"),  of London,  England,  for a $16.1
million  purchase  of 100% of the  equity  interest  in six  landfill  gas power
plants, as well as the rights to develop and construct  additional  landfill gas
plants in Great  Britain.  Trust V  supplied  the  first  $16.1  million  of the
purchase price and  developmental  equity and the Fund will supply the remainder
of the developmental  equity.  To the extent that the Fund supplies capital,  it
will  receive an  undivided  interest  in the entire  package of  operating  and
developmental  projects.  In the  first  quarter  of  2001,  the  Fund  supplied
approximately  $3,100,000 of capital for four new projects.  The Fund expects to
supply the equity for the purchase of any additional plants.
<PAGE>

                                  ZAPWORLD.COM

                        CONSOLIDATED FINANCIAL STATEMENTS

                                December 31,2000

<PAGE>


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors
ZAPWORLD.COM


       We  have  audited  the   accompanying   consolidated   balance  sheet  of
ZAPWORLD.COM  and  Subsidiaries  as  of  December  31,  2000,  and  the  related
consolidated  statements of operations,  stockholders' equity and cash flows for
the two years then ended.  These financial  statements are the responsibility of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

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

       In our opinion,  the consolidated  financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
ZAPWORLD.COM  and  Subsidiaries  as of December 31, 2000,  and the  consolidated
results of their operations and their cash flows for the two years then ended in
conformity with accounting principles generally accepted in the United States of
America.

GRANT THORNTON LLP

San Francisco, California
March 9, 2001
<PAGE>


                          ZAPWORLD.COM and Subsidiaries

                           CONSOLIDATED BALANCE SHEET

                                December 31,2000
                                 (in thousands)

                      ASSETS
CURRENT ASSETS
    Cash .....................................................   $  3,543
    Accounts receivable, net of allowance
 for doubtful accounts of $53,000 ............................      1,613
    Inventories ..............................................      2,898
    Prepaid expenses and other assets ........................        696
                                                                 --------
             Total current assets ............................      8,750

PROPERTY AND EQUIPMENT - NET .................................        510

OTHER ASSETS
    Patents and trademarks, less accumulated amortization ....      1,432
    Goodwill, less accumulated amortization ..................      2,023
    Deposits and other .......................................        112
                                                                 --------

             Total other assets ..............................      3,567
                                                                 --------

             Total assets ....................................   $ 12,827
                                                                 ========

               LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
    Accounts payable .........................................   $    398
    Accrued liabilities and customer deposits ................      1,167
    Current maturities of long-term debt .....................         99
    Current maturities of obligations under capital leases ...         32
                                                                 --------
             Total current liabilities .......................      1,696

OTHER LIABILITIES
    Long-term debt, less current maturities ..................         95
    Obligations under capital leases, less current maturities          31
                                                                 --------
                                                                      126
COMMITMENT

STOCKHOLDERS' EQUITY
    Preferred stock, authorized 10,000 shares of no par value;
      issued and outstanding 4 shares ........................      1,812
    Common stock, authorized 20,000 shares of no par value;
      issued and outstanding 5,816 shares ....................     19,117
    Accumulated deficit ......................................     (9,664)
    Unearned compensation ....................................        (42)
                                                                 --------
                                                                   11,223
    Less: notes receivable from shareholders .................       (218)
                                                                 --------

             Total stockholders' equity ......................     11,005
                                                                 --------

Total liabilities and stockholders' equity ...................   $ 12,827
                                                                 ========

                See accompanying notes to financial statements.
<PAGE>

                          ZAPWORLD.COM and Subsidiaries

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                             Year ended December 31,
                    (in thousands, except per share amounts)
                                                  2000          1999
                                                  ----          ----
Net sales ....................................   $ 12,443    $  6,437

Cost of goods sold ...........................      7,860       4,446

           Gross profit ......................      4,583       1,991

Operating expenses
    Selling ..................................      2,204       1,187
    General and administrative ...............      3,824       1,945
    Research and development .................        699         365
                                                 --------    --------
                                                    6,727       3,497
                                                 --------    --------

               Loss from operations ..........     (2,144)     (1,506)

Other income (expense)
    Interest expense .........................        (21)       (267)
    Other income .............................        269          81
                                                 --------    --------
                                                      248        (186)
                                                 --------    --------

           Loss before income taxes ..........     (1,896)     (1,692)

Provision for income taxes ...................          1           1
                                                 --------    --------

           NET LOSS ..........................   $ (1,897)   $ (1,693)
                                                 ========    ========

Net loss attributable to common shares
    Net loss .................................   $ (1,897)   $ (1,693)
    Preferred dividend .......................     (2,649)       --
                                                 --------    --------
                                                 $ (4,546)   $ (1,693)
                                                 ========    ========
Net loss per common share
    Basic and diluted ........................   $  (0.85)   $  (0.43)
                                                 ========    ========
    Weighted average common shares outstanding      5,362       3,928
                                                 ========    ========

See accompanying notes to financial statements.
<PAGE>

                          ZAPWORLD.COM and Subsidiaries

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                     Years ended December 31, 2000 and 1999
                                 (in thousands)
<TABLE>
<CAPTION>

                                           Convertible                                    Unearned     Note Receivable
                                         Preferred Stock    Common Stock    Accumulated  Compensation      From
                                          Shares   Amount  Shares   Amount    Deficit    & Services     Shareholder      Total
                                          ------   ------  ------   ------    -------    ----------     -----------      -----

<S>                                     <C>        <C>       <C>        <C>        <C>       <C>       <C>         <C>


Balance, January 1, 1999 ...............      --      $  --        2,665    $ 3,811    (3,425)   $  --      $  --      $   386

Issuance of common stock
Cash ...................................        30        178        178
Private placement, net of expense
 of $614 ...............................       746      1,721      1,721
Acquisitions ...........................       280      2,264      2,264
Advance to retail stores &
 technology co.'s ......................        58        406        406
Employee stock purchase plan ...........         1          6          6
Repurchase of shares ...................        (2)       (11)       (11)
Services ...............................        27        141        141
Litigation settlement ..................         9         50         50
Conversion of Debt .....................       165        665        665

Exercise of employee stock options .....       559        423        423
Exercise of non-employee stock options .       571      2,000      2,000

Fair value of stock options granted to
 employees .............................      --            1          1

Fair value of stock options and warrants
 issued to non-employees ...............      --          135        135
Stock options and warrants issued for
 future services .......................      --          263       (127)       136
Amortization of unearned compensation ..        31         31
Note Receivable from shareholders ......      (285)      (285)

Net loss ...............................    (1,693)    (1,693)
                                           -------    -------    -------    -------   -------    -------    -------    -------
Balance, December 31, 1999 .............      --         --        5,109     12,053    (5,118)       (96)      (285)     6,554

Issuance of convertible preferred stock
 Series A-1 preferred stock, net of ....         3      2,705      2,705
  issuance cost of $295
 Series A-2 preferred stock, net of ....         2      1,808      1,808
  issuance cost of $192
 Common Stock warrants issued with .....      --       (2,292)      --        2,292      --
  preferred stock
 Beneficial conversion feature of ......      --        2,539      2,539
  preferred stock
 Deemed dividend from preferred stock ..    (2,539)    (2,539)
 Issuance of common stock
 Cash ..................................         3         14         14
 Acquisitions ..........................       260      1,522      1,522
 Advance to retail stores &
  technology co.'s .....................        10         50         50
 Employee stock purchase plan ..........         1         10         10
 Services ..............................        11         42         42
 Employee compensation .................         5         27         27
 Preferred stock conversion ............        (1)      (409)       250        409      --
 Cashless conversion of warrants .......        71       --

Exercise of employee stock options .....        84         96         96

Exercise of non-employee stock options .        12         63         63

Amortization of unearned compensation ..        54         54

Payment on notes receivable ............        67         67

Dividend declared on preferred stock ...      (110)      (110)

Net loss ...............................    (1,897)    (1,897)
                                           -------    -------    -------    -------   -------    -------    -------    -------
Balance, December 31, 2000 .............         4    $ 1,812      5,816    $19,117   $(9,664)   $   (42)   $  (218)   $11,005
                                           =======    =======    =======    =======   =======    =======    =======    =======
</TABLE>

See accompanying notes to financial statements.



                          ZAPWORLD.COM and Subsidiaries

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                             Year ended December 31,
                                 (in thousands)
                                                               2000      1999
                                                               ----      ----
Cash flows from operating activities:
    Net loss .............................................   $(1,897)   $(1,693)
    Adjustments to reconcile net loss to net cash used in
     operating activities:
        Depreciation and amortization ....................       629        124
        Issuance of common stock for services rendered ...        42        141
        Issuance of common stock for litigation settlement      --           50
        Issuance of stock options for services rendered ..      --          135
        Noncash charges and settlement of debt ...........      --          156
        Amortization of fair value of warrants ...........        54         31
        Changes in:
          Receivables ....................................    (1,260)       (69)
          Inventories ....................................    (1,073)      (878)
          Prepaid expenses and other .....................      (393)        24
          Deposits .......................................       (18)       (13)
          Accounts payable ...............................      (545)       312
          Accrued liabilities and customer deposits ......       799        218
                                                             -------    -------
Net cash used in operating activities ....................    (3,662)    (1,462)

Cash flows from investing activities:
    Purchase of property and equipment ...................      (239)      (188)
    Purchase of Electric Motorbike, Inc. .................      (100)      --
    Purchase of American Scooter and Cycle Rental ........      --          (70)
    Purchase of Big Boy Bicycles .........................      --          (15)
    Proceeds from emPower acquisition ....................      --        1,033
    Purchase of intangibles ..............................      (209)       (66)
    Payment advances for acquisitions ....................      --          (72)
    Issuance of note receivable ..........................      --          (20)
    Payments on note receivable ..........................        20       --
                                                             -------    -------
Net cash provided by (used in) financing activities ......      (528)       602

Cash flows from financing activities:
 Sale of preferred stock, net of preferred stock
 offering costs ..........................................     4,513       --
 Sale of common stock, net of stock offering costs .......        14      1,813
 Issuance of common stock under employee purchase plan ...        10          6
 Proceeds from issuance of long-term debt ................      --         (362)
 Proceeds from exercise of stock options .................       159      2,423
 Repurchase of common stock ..............................      --          (11)
 Advances on note receivable to shareholder ..............      --         (285)
 Proceeds from payment of note receivable from
 shareholder .............................................        67       --
 Payments on obligations under capital leases ............       (13)       (15)
 Principal repayments on long-term debt ..................      (201)      --
                                                             -------    -------
Net cash provided by financing activities ................     4,549      3,569
                                                             -------    -------

            NET INCREASE IN CASH .........................       359      2,709

Cash, beginning of year ..................................     3,184        475
                                                             -------    -------

Cash, end of year ........................................   $ 3,543    $ 3,184
                                                             =======    =======

                See accompanying notes to financial statements.

<PAGE>
                                  ZAPWORLD.COM

                            STATEMENTS OF CASH FLOWS

                             Year ended December 31,
                                 (in thousands)
                                                              2000     1999
                                                              ----     ----
Supplemental cash flow information:

    Cash paid during the year for:
      Interest ............................................   $   21   $  115
      Income taxes ........................................        1        1

    Non-cash investing and financing activities:
      Conversion of debt into common stock ................     --        475
      Conversion of accounts payable into common stock ....     --         35
      Equipment acquired through capital lease obligations        27       27
      Notes payable used to exercise stock options ........     --         32

      Issuance of common stock upon acquisition of
       Electric Motorbike, Inc.,
        and Aquatic Propulsion Technology .................    1,522     --

      Issuance of common stock upon acquisition
       of American Scooter
        and Cycle Rental, Big Boy Bicycles, and
         emPower Corporation ..............................     --      2,264

      Assets and liabilities recognized upon acquisition
       of Electric Motorbike,
        Inc. and Aquatic Propulsion Technology
           Inventories ....................................      100     --
           Property and equipment .........................       78     --
           Other assets ...................................       19     --
           Patent .........................................      196     --
           Goodwill .......................................    1,991     --
           Accounts payable ...............................      201     --
           Advances from ZAPWORLD .........................      206     --

      Assets and liabilities recognized upon acquisition
       of American Scooter and
        Cycle Rental, Big Boy Bicycles, and emPower Corporation
           Cash ...........................................     --      1,033
           Inventories ....................................     --        214
           Prepaid expenses and other .....................     --         56
           Property and equipment .........................     --         70
           Patent .........................................     --      1,155
           Accounts payable ...............................     --        131

                See accompanying notes to financial statements.
<PAGE>
                          ZAPWORLD.COM and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2000 and 1999


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ZAPWORLD.COM ("the Company"),  formerly the ZAP Power Systems,  was incorporated
in  California  in  September,  1994.  The Company  designs,  manufactures,  and
distributes  electric bicycle power kits,  electric bicycles and tricycles,  and
other low power  electric  transportation  vehicles.  Company  products are sold
directly to end-users and to distributors throughout the United States.

1.   Principles of Consolidation

     The accompanying  consolidated financial statements include the accounts of
     the Company and its wholly-owned  subsidiaries,  ZAPWORLD Stores, Inc., and
     emPower  Corporation.   All  significant  inter-company   transactions  and
     balances have been eliminated.

2.   Revenue Recognition

     The Company recognizes income when products are shipped.

3.   Inventories

     Inventories  consist  primarily  of  raw  materials,  work-in-process,  and
     finished  goods and are carried at the lower of cost  (first-in,  first-out
     method) or market.

4.   Property and Equipment

     Property  and   equipment  are  stated  at  cost  and   depreciated   using
     straight-line  and accelerated  methods over the assets'  estimated  useful
     lives. Costs of maintenance and repairs are charged to expense as incurred;
     significant  renewals and betterments  are  capitalized.  Estimated  useful
     lives are as follows:

         Machinery and equipment                   7 years
         Equipment under capital leases            5 years
         Demonstration bicycles                    2 years
         Office furniture and equipment            7 years
         Vehicle                                   5 years
         Leasehold improvements                    15 years or life of lease,
                                                      whichever is shorter

5.   Patents and Trademarks

     Patents and trademarks consist of costs expended to perfect certain patents
     and trademarks acquired and are amortized over ten years.

6.   Goodwill

     Goodwill  consists of the excess  consideration  paid over net identifiable
     assets acquired and is amortized over ten years.

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

7.   Income Taxes

     The Company accounts for income taxes using an asset and liability approach
     for financial accounting and reporting purposes. Deferred income tax assets
     and liabilities are determined  based on differences  between the financial
     reporting and tax bases of assets and  liabilities  and are measured  using
     the currently enacted tax rates and laws.

8.   Use of Estimates

     The  preparation  of financial  statements  in conformity  with  accounting
     principles  generally  accepted  in the United  States of America  requires
     management of the Company to make estimates and  assumptions  affecting the
     reported  amounts of assets and  liabilities  and  disclosure of contingent
     assets and liabilities at the date of the financial statements,  as well as
     revenues and expenses during the reporting  period.  The amounts  estimated
     could differ from actual results.

9.   Fair Value of Financial Instruments

     The Company  measures its financial  assets and  liabilities  in accordance
     with  accounting  principles  generally  accepted  in the United  States of
     America.  The fair value of a financial  instrument  is the amount at which
     the instrument could be exchanged in a current  transaction between willing
     parties.  For certain of the  Company's  financial  instruments,  including
     cash,  accounts  receivable  and  accounts  payable,  the  carrying  amount
     approximates fair value because of the short maturities.  The fair value of
     debt is not  determinable  due to the  terms of the debt and no  comparable
     market for such note.

10.  Net Loss Per Common Share

     Net loss per common  share,  basic and  diluted,  has been  computed  using
     weighted  average  common  shares   outstanding.   The  potential  dilutive
     securities  of options and warrants of 2,859,000  and 1,304,000 in 2000 and
     1999, respectively, and the conversion of preferred stock into common stock
     as described in Note I, have been excluded from the dilutive  computations,
     as their inclusion would be anti-dilutive.

11.  Stock-Based Compensation

     The Company accounts for stock-based employee compensation  arrangements in
     accordance with the provisions of Accounting  Principles  Board ("APB") No.
     25, Accounting for Stock Issued to Employees,  and complies with disclosure
     provisions of Statement of Financial Accounting Standards ("SFAS") No. 123,
     Accounting for  Stock-Based  Compensation.  Under APB No. 25,  compensation
     cost is recognized over the vesting period based on the difference, if any,
     on the date of grant between the quoted market price of the Company's stock
     and the amount an employee must pay to acquire the stock.

12.  Segment Information

     The  Company  operates  in one  reportable  segment.  The  Company's  chief
     operating  decision  maker is the Chief  Executive  Officer  who  reviews a
     single  set  of  financial  data  that  encompasses  the  Company's  entire
     operations  for  purposes  of  making  operating  decisions  and  assessing
     performance.

13.  Recent Accounting Pronouncements

     In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
     Accounting for Derivative Instruments and Hedging Activities, which defined
     derivatives,  requires  that all  derivatives  be carried at fair value and
     provides for hedge  accounting  when certain  conditions  are met. SFAS No.
     133,  as amended by SFAS No. 137,  is  effective  for the Company in fiscal
     2001.  Although the Company has not fully assessed the  implication of SFAS
     No. 133 as amended,  the Company does not believe that the adoption of this
     statement will have a material effect on its financial condition or results
     of operations.

NOTE B - INVENTORIES

  Inventories consist of the following at December 31, 2000 (thousands):

   Raw materials                                    $    1,960
   Work-in-process                                          78
   Finished goods                                          860
                                                    ----------
                                                    $    2,898
                                                    ==========

NOTE C - PROPERTY AND EQUIPMENT

  Property  and  equipment  consist  of  the  following  at  December  31,  2000
  (thousands):

   Machinery and equipment                          $      371
   Computer equipment                                      289
   Demonstration bicycles                                   90
   Office furniture and equipment                          111
   Leasehold improvements                                   94
   Vehicle                                                 118
                                                    ----------
                                                         1,073
   Less accumulated depreciation and amortization          563
                                                    ----------
                                                    $      510
                                                    ==========

NOTE D - DEBT

     Promissory note payable in monthly installments of $6,000
     through June 30, 2001 and $7,000 per month through July 1,
     2004. Interest accrues at 10% per year. The note is
     convertible into common stock at $5.00 per share and may be
     converted on or before December 31, 2000. At December 31,
     2000, none of the note principal was converted (thousands).    $ 165

     Other                                                             29
                                                                    -----
                                                                             194
     Less current portion                                              99
                                                                    -----
            Long-term debt                                          $  95
                                                                    =====

     Installments due on debt principal are as follows (thousands):

         Year ending December 31,
         ------------------------
         2001           $    99
         2002                89
         2003                 6
                        -------
                        $   194
                        =======

NOTE E - PROVISION FOR INCOME TAXES

                                                       2000           1999
                                                    ----------     -----------
       Current tax expense (thousands)
          Federal                                   $        -     $         -
          State                                              1               1
                                                    ----------     -----------

                                                    $        1     $         1
                                                    ==========     ===========

       Deferred tax assets (liabilities)
          Tax loss carryforward                     $    2,057     $     1,820
          Inventory capitalization                        (283)            (99)
          Other                                            (37)            (71)
                                                    -----------    ------------
                                                         1,737           1,650
       Less valuation allowance                         (1,737)         (1,650)
                                                    -----------    ------------

                 Net deferred tax asset             $        -     $         -
                                                    ==========     ===========

The  Company  has  available  for  carryforward   approximately  $4,549,000  and
$2,660,000 of federal and state net  operating  losses,  respectively,  expiring
through 2020 for federal  purposes and 2010 for state  purposes.  The Tax Reform
Act of 1986 and the California Conformity Act of 1987 impose restrictions on the
utilization  of net operating  losses in the event of an  "ownership  change" as
defined  by  Section  382 of the  Internal  Revenue  Code.  There  has  been  no
determination  whether  an  ownership  change,  as  defined,  has  taken  place.
Therefore, the extent of any limitation has not been ascertained.

A valuation  allowance  is required  for those  deferred tax assets that are not
likely to be realized.  Realization is dependent upon future earnings during the
period  that  temporary   differences  and  carryforwards  are  expected  to  be
available. Because of the uncertain nature of their ultimate utilization, a full
valuation allowance is recorded against these deferred tax assets. The change in
the valuation  allowance at December 31, 2000 and 1999 was $87,000 and $435,000,
respectively.

The difference  between the income tax expense at the federal statutory rate and
the Company's effective tax rate is as follows:

                                                 December 31,
                                                 -----------
                                            2000              1999
                                            ----              ----
   Statutory federal income tax rate          34%              34%
   State income tax rate                       6                6
   Valuation allowance                       (40)             (40)
                                            ----             ----
                                               -%               -%
                                            ====             ====

       NOTE F - STOCK  OPTIONS AND WARRANTS

    Options to purchase common stock are granted by the Board of Directors under
    three Stock  Option  Plans,  referred  to as the 1999,  1996 and 1995 plans.
    Options granted may be incentive stock options (as defined under Section 422
    of the Internal Revenue Code) or nonstatutory  stock options.  The number of
    shares  available  for  grant  under  the  1999,  1996  and 1995  Plans  are
    1,500,000, 600,000 and 750,000, respectively. Options are granted at no less
    than fair market value on the date of grant, become exercisable as they vest
    over a two or three year  period,  and  expire  ten years  after the date of
    grant.

    Option activity under the three plans is as follows  (thousands,  except per
share amounts):
                     1999 Plan             1996 Plan             1995 Plan
                 ------------------   -------------------   -------------------
                  Weighted             Weighted            Weighted
                   Average             Average              Average
                  Number of  Exercise  Number of  Exercise  Number of  Exercise
                   Shares     Price     Shares     Price     Shares     Price
                  --------    -----    ---------   -----   ---------    -----
Outstanding at
 January 1, 1999 .     --    $  --       364     $  1.55      419     $   0.56
 Granted .........     481   $ 6.33       35     $  4.06      --           --
 Exercised .......      (1)  $ 5.00     (259)    $  1.15     (299)    $   0.40
 Canceled ........      (1)  $ 5.00      (14)    $  3.50      (50)    $   1.00
                     ------   -----    ------      -----    ------      -----
Outstanding at
 December 31, 1999     479   $ 6.34      126     $  2.85       70     $   0.93
 Granted .........     630   $ 5.17       --        --         --          --
 Exercised .......      (7)  $ 5.00      (52)    $  1.23      (25)    $   1.00
 Canceled ........      (4)  $ 5.25       --        --         --          --
                     ------    -----   ------      -----    ------      -----
Outstanding at
 December 31, 2000    1,098  $ 5.71       74     $  3.97       45     $   1.00
                     ======    =====   ======      =====     ======     =====

    The weighted  average fair value of options  granted during the years ending
    December 31, 2000 and 1999 was $3.52 and $4.33, respectively.

    The following  information  applies to options  outstanding  at December 31,
2000:

    Plan:                                   1999           1996          1995
                                            ----           ----          ----
Range of exercise prices                 $4.12 - $9.87   $1.00 - 5.25    $1.00
Weighted average remaining life (years)     9.15            7.07          5.50
Options exercisable                        303,000         72,000        45,000
Weighted average exercise price            $5.96           $3.97         $1.00

    The Company has  adopted the  disclosure  only  provision  of  Statement  of
    Financial   Accounting   Standards  No.  123,  "Accounting  for  Stock-Based
    Compensation  (SFAS 123)".  Accordingly,  no  compensation  expense has been
    recognized for stock options  issued during 2000 and 1999. Had  compensation
    cost for the Company's options been based on the fair value of the awards at
    the grant date consistent with the provisions of SFAS No. 123, the Company's
    net loss and loss per share would have  approximated the following  proforma
    amounts (thousands, except per share amounts):

                                                  2000          1999
                                             -------------   -------------

          Net loss - as reported             $     (1,897)   $     (1,693)
          Net loss - pro forma                     (3,448)         (2,687)
          Loss per share - as reported              (0.85)          (0.43)
          Loss per share - pro forma                (1.14)          (0.68)

    The fair value of each  option and  warrant  is  estimated  on date of grant
    using   the   Black-Scholes   option-pricing   model   with  the   following
    weighted-average assumptions:
                                                     2000           1999
                                                  ----------     -----------

          Dividends                                     None            None
          Expected volatility                            72%             86%
          Risk free interest rate                         6%              6%
          Expected life                              5 years         5 years

    The Company  granted stock options and warrants to purchase  common stock to
    non-employees  of the  company.  Total  granted  during  2000 was  1,217,000
    consisting  of 1,185,000  warrants to preferred  shareholders  and 32,000 to
    other  non-employees.  The options and warrants have exercise prices ranging
    from  $5.93 to $5.98.  Non-employee  options  and  warrants  exercisable  at
    December 31, 2000 is 1,607,000.

    During 1999, the Company  granted a total of 1,138,000  options and warrants
    to  purchase  common  stock  to  non-employees   consisting  of  671,000  in
    connection  with the  private  placement,  200,000  in  connection  with the
    emPower  acquisition,  100,000 in connection with placement fees and 167,000
    to other  non-employees.  The  options and  warrants  have  exercise  prices
    ranging from $3.02 to $6.36.

     The company recorded the non-employee options and grants based on the grant
     date for value in  accordance  with SFAS No. 123. The grant date fair value
     of each stock option was estimated using the  Black-Scholes  option-pricing
     model.  The company  recorded  expense  including  amortization of unearned
     compensation  in the amount of $54,000  and  $166,000  for the years  ended
     December 31, 2000 and 1999, respectively.

    Options and warrant  activity for  non-employees is as follows (in thousands
except per share amounts):

                                                            Weighted
                                                             Average
                                                             -------

    Outstanding at 1/1/99                         126         $4.74
    Granted                                     1,138          4.58
    Exercised                                    (571)         3.50
    Forfeited                                     (64)         4.75
                                             ---------
    Outstanding at 12/31/99                       629          5.51

    Granted                                     1,217          5.55
    Exercised                                     (83)         5.45
    Forfeited                                    (121)         5.51
                                              --------
    Outstanding at 12/31/2000                   1,642         $5.37


NOTE G - MAJOR CUSTOMER

    During 2000,  one customer  accounted for  $1,112,000 or 9% of the Company's
    net sales.  During 1999,  one customer  accounted for $680,000 or 11% of the
    Company's net sales.

    During 2000,  one vendor  accounted  for  $3,054,000 or 44% of the Company's
    supplies and materials.  During 1999,  one vendor  accounted for $799,000 or
    12% of the Company's supplies and materials.

NOTE H - COMMITMENT

    The Company  rents  warehouse and office space under  operating  leases that
    expire  through 2005.  The monthly rent is adjusted  annually to reflect the
    average percentage increase in the Consumer Price Index. An option exists to
    extend each lease for an  additional  five- year period.  Rent expense under
    these leases were $250,000 and $125,000 in 2000 and 1999, respectively.

    Future minimum lease payments on the lease are as follows (thousands):

       Year ending December 31,

          2001                        $       388
          2002                                338
          2003                                332
          2004                                173
          2005                                 48
                                       ----------
          Total                       $     1,279
                                      ===========

NOTE I - PREFERRED STOCK

    During 2000, the Company issued 3 thousand  shares of Preferred Stock Series
    A-1 and 2 thousand  shares of Preferred  Stock  Series A-2.  Both series are
    immediately  convertible  into common stock at the lesser of the fixed price
    of $4.50 for the Series A-1 and $5.91 for the Series A-2 or at the  variable
    conversion  price  determined  as  follows:  (1)  on  or  before  the  first
    anniversary  date,  the amount of 85% of the average of the 3 lowest closing
    price over the 22 trading days prior to  conversion,  (2)  thereafter and or
    before the  second  anniversary,  the amount of 80% of the  average of the 3
    lowest  closing  prices  over  the 22  days  prior  to  conversion,  and (3)
    thereafter and on or before the day prior to the third anniversary date, the
    amount of 70% of the  average  of the 3 lowest  closing  prices  over the 45
    trading days prior to conversion.  Dividends are cumulative and accrue at 6%
    per  year and  payable  on June  30th of each  year or on  conversion  date.
    Dividends  are payable in cash or in common stock at the  Company's  option.
    During the year,  920 shares of preferred  stock were  converted into common
    stock.  All preferred  stockholders  are subject to automatic  conversion to
    common stock three years from the date of purchase.

    During the year, the Company  recorded a deemed  dividend on preferred stock
    of approximately $2.5 million.  This is a result of the effective conversion
    price of the  convertible  preferred stock issued during the year being less
    than the market  price of the common  stock on the date of the  transaction.
    All deemed dividends  related to the transaction have been recognized during
    the year as a result of all preferred stock being immediately convertible at
    the discretion of the holder.

    In  connection  with the issuance of preferred  stock,  the Company  granted
    1,185,000  warrants to purchase  common stock.  The warrants are immediately
    exercisable and have exercise prices ranging from $5.43 to $5.98.

NOTE J - ACQUISITIONS

    In October 2000, the Company purchased all assets of Electric Motorbike Inc.
    ("EMB") and assumed certain  liabilities.  The Company issued 140,000 shares
    of common stock at $5.68 and paid $100,000 in cash.  The purchase  price was
    allocated to assets acquired based on their estimated fair value. Results of
    operations  for EMB have been  included  with those of the  Company  for the
    periods subsequent to the date of acquisition.  Pro forma information is not
    presented as they are not significant.

       The purchase price of EMB was allocated as follows (thousands):

       Inventory               $        51
       Goodwill                        960
       Advances from ZAPWORLD          (63)
       Liabilities assumed             (53)
                                -----------
                               $       895

       Consideration paid (thousands):

       Cash                    $       100
       Common stock                    795
                               -----------
                               $       895

In July 2000, the Company purchased all assets of Aquatic Propulsion Technology,
Inc. ("APT") and assumed certain liabilities.  The Company issued 120,000 shares
of common  stock at $6.05 per share.  The  purchase  price was  allocated to the
assets  acquired and  liabilities  assumed based on their estimated fair values.
Results of  operations  for APT have been included with those of the Company for
periods  subsequent to the date of  acquisition.  Pro forma  information  is not
presented as they are not significant.

    The purchase price of APT was allocated as follows (thousands):

       Inventory               $        49
       Property & equipment             78
       Patents                         196
       Other assets                     19
       Goodwill                      1,031
       Note payable assumed           (356)
       Advances from ZAPWORLD         (143)
       Liabilities assumed            (148)
                                -----------
                               $       726
                               ===========

       Consideration paid (thousands):

       Common stock            $       726
                               ===========




<PAGE>
EXHIBIT 24 -- POWERS OF ATTORNEY

POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE  PRESENTS,  that the  undersigned,  John Belknap,
appoints  Robert E. Swanson and Martin V. Quinn,  and each of them,  as his true
and lawful attorneys-in-fact with full power to act and do all things necessary,
advisable or appropriate,  in their  discretion,  to execute on his behalf as an
Independent  Trustee of Ridgewood  Electric Power Trust I, of Ridgewood Electric
Power Trust IV and of The  Ridgewood  Power Growth Fund,  the Annual  Reports on
Form  10-K for the year  ended  December  31,  2000 for each of the  above-named
trusts, and all amendments or documents relating thereto.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 24th day of March, 2001, at Carlsbad, California.


/s/John Belknap


John Belknap



POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS,  that the  undersigned,  Seymour Robin,
appoints  Robert E. Swanson and Martin V. Quinn,  and each of them,  as his true
and lawful attorneys-in-fact with full power to act and do all things necessary,
advisable or appropriate,  in their  discretion,  to execute on his behalf as an
Independent  Trustee of Ridgewood  Electric Power Trust I, of Ridgewood Electric
Power Trust IV and of The  Ridgewood  Power Growth Fund,  the Annual  Reports on
Form  10-K for the year  ended  December  31,  2000 for each of the  above-named
trusts ad all amendments or documents relating thereto.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 24th day of March, 2001, at Carlsbad, California.


/s/Seymour Robin

Seymour Robin