UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q


     |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
         For the quarterly period ended September 30, 2006
                                       or

     |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
         For the transition period from ___________________to__________________


                        Commission File Number 000-51266


                          RIDGEWOOD ENERGY K FUND, LLC
             (Exact name of registrant as specified in its charter)


                    Delaware                                  68-0580588
         (State or other jurisdiction of                   (I.R.S. Employer
          incorporation or organization)                  Identification No.)


                  1314 King Street, Wilmington, Delaware 19801
               (Address of principal executive offices) (Zip code)

                                 (302) 888-7444
              (Registrant's telephone number, including area code)


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

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

   Large accelerated filer |_|  Accelerated filer |_|  Non-accelerated filer |X|

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

As of February 23, 2007 there were 480.7046 shares of membership interest of the
registrant outstanding.

<PAGE>

                                Table of Contents

<TABLE>
<CAPTION>
Part I - FINANCIAL INFORMATION                                                                                Page
<S>                                                                                                          <C>
     Item 1.  Financial Statements (Unaudited):
      Condensed Balance Sheets as of September 30, 2006 and December 31, 2005                                    3
      Condensed Statements of Operations for the three months ended September 30, 2006 and 2005,                 4
         and for the nine months ended September 30, 2006 and 2005
      Condensed Statements of Cash Flows for the nine months ended September 30, 2006 and 2005                   5
      Notes to Unaudited Condensed Financial Statements                                                          6
     Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations             14
     Item 3.  Quantitative and Qualitative Disclosures About Market Risk                                        21
     Item 4.  Controls and Procedures                                                                           21

Part II - OTHER INFORMATION

     Item 1.  Legal Preceedings                                                                                 24
     Item 6.  Exhibits                                                                                          25

     SIGNATURES                                                                                                 26

</TABLE>



                                       2
<PAGE>

Part I - Financial Information
Item 1.  Financial Statements

                          RIDGEWOOD ENERGY K FUND, LLC
                            CONDENSED BALANCE SHEETS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                      September 30, 2006         December 31, 2005
                                                                                      ------------------         -----------------
                            ASSETS
Current assets:
<S>                                                                                          <C>                       <C>
    Cash and cash equivalents                                                                $  8,328,106              $  7,846,290
    Production receivable                                                                         458,305                 1,439,190
    Prepaid expenses                                                                                    -                    22,170
                                                                                             ------------              ------------
      Total current assets                                                                      8,786,411                 9,307,650
                                                                                             ------------              ------------
Salvage fund                                                                                    1,068,004                 1,033,879
                                                                                             ------------              ------------
Oil and gas properties
    Proved properties                                                                          24,142,291                26,296,653
    Less:  accumulated depletion and amortization -
         proved properties                                                                     (7,222,094)               (4,132,572)
                                                                                             ------------              ------------
      Total oil and gas properties, net                                                        16,920,197                22,164,081
                                                                                             ------------              ------------
      Total assets                                                                           $ 26,774,612              $ 32,505,610
                                                                                             ============              ============
               LIABILITIES AND MEMBERS' CAPITAL
Current liabilities:
    Due to affiliate (Note 6)                                                                $    224,462              $          -
    Due to operators                                                                               96,822                   216,985
    Accrued expenses payable                                                                       79,500                    43,438
                                                                                             ------------              ------------
      Total current liabilities                                                                   400,784                   260,423
                                                                                             ------------              ------------
Non-current liabilities:
    Asset retirement obligations                                                                   76,948                    74,435
                                                                                             ------------              ------------
      Total non-current liabilities                                                                76,948                    74,435
                                                                                             ------------              ------------
      Total liabilities                                                                           477,732                   334,858
                                                                                             ------------              ------------
Commitment and contingencies (Note 8)

Members' capital:
    Manager:
      Distributions                                                                              (290,189)                 (214,461)
      Accumulated earnings (deficit)                                                              125,549                  (154,173)
                                                                                             ------------              ------------
      Manager's total                                                                            (164,640)                 (368,634)
                                                                                             ------------              ------------
    Shareholders:
      Capital contributions (534 shares authorized;
         480.7046 issued and outstanding)                                                      70,859,719                70,859,719
      Syndication costs                                                                        (7,775,398)               (7,775,398)
      Distributions                                                                            (3,445,632)               (1,215,272)
      Accumulated deficit                                                                     (33,177,169)              (29,329,663)
                                                                                             ------------              ------------
      Shareholders' total                                                                      26,461,520                32,539,386
                                                                                             ------------              ------------
      Total members' capital                                                                   26,296,880                32,170,752
                                                                                             ------------              ------------
      Total liabilities and members' capital                                                 $ 26,774,612              $ 32,505,610
                                                                                             ============              ============

The accompanying notes are an integral part of these unaudited condensed financial statements.
</TABLE>

                                       3
<PAGE>

                          RIDGEWOOD ENERGY K FUND, LLC
                       CONDENSED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                       Three months ended                  Nine months ended
                                                                         September 30,                       September 30,
                                                                     2006             2005              2006              2005
                                                                     ----             ----              ----              ----
Revenue
<S>                                                            <C>                <C>                <C>                <C>
   Oil and gas revenues                                        $   707,691        $ 1,001,926        $ 2,743,734        $ 1,991,859
                                                               -----------        -----------        -----------        -----------
Expenses
   Dry-hole costs                                                  112,732             98,970            872,475          3,242,253
   Depletion and amortization                                      746,750          1,192,973          3,089,522          2,798,303
   Impairment of proved properties                                       -                  -          2,154,362                  -
   Management fees to affiliate (Note 6)                                 -            442,875                  -          1,328,625
   Lease operating expenses                                        148,140             48,737            349,583            217,441
   Accretion expense                                                   837                393              2,513              1,055
   Other general and administrative expenses                        38,331            113,458            142,474            156,938
                                                               -----------        -----------        -----------        -----------
       Total expenses                                            1,046,790          1,897,406          6,610,929          7,744,615
                                                               -----------        -----------        -----------        -----------
       Loss from operations                                       (339,099)          (895,480)        (3,867,195)        (5,752,756)
Other income
   Interest income                                                 113,479             74,072            299,411            214,540
                                                               -----------        -----------        -----------        -----------
       Total Interest Income                                       113,479             74,072            299,411            214,540
       Net loss                                                $  (225,620)       $  (821,408)       $(3,567,784)       $(5,538,216)
                                                               ===========        ===========        ===========        ===========
       Manager - Net income (loss)                             $    70,796        $    47,345        $   279,722        $   (14,943)
       Shareholders - Net loss                                 $  (296,416)       $  (868,753)       $(3,847,506)       $(5,523,273)
       Net loss per share                                      $      (617)       $    (1,807)       $    (8,004)       $   (11,490)

The accompanying notes are an integral part of these unaudited condensed financial statements.
</TABLE>

                                       4
<PAGE>

                          RIDGEWOOD ENERGY K FUND, LLC
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                 Nine months ended September 30,
                                                                                                   2006                  2005
                                                                                                   ----                  ----
Cash flows from operating activities
<S>                                                                                             <C>                    <C>
     Net loss                                                                                   $ (3,567,784)          $ (5,538,216)
     Adjustments to reconcile net loss to net cash provided by
       operating activities
       Impairment of proved properties                                                             2,154,362                      -
       Depletion and amortization                                                                  3,089,522              2,798,303
       Dry-hole costs                                                                                872,475              3,242,253
       Accretion expense                                                                               2,513                  1,055
       Changes in assets and liabilities
          Decrease (increase) in production receivable                                               980,885               (688,994)
          Decrease (increase) in prepaid expenses                                                     22,170                   (589)
          Increase in due to affiliate                                                                 7,477                      -
          Increase in due to operators                                                                96,822                214,688
          Increase in accrued expenses payable                                                        36,062                 63,404
                                                                                                ------------           ------------
          Net cash provided by operating activities                                                3,694,504                 91,904
                                                                                                ------------           ------------
Cash flows from investing activities
     Capital expenditures for oil and gas properties                                                (872,475)            (9,341,956)
     Interest income reinvested - salvage fund                                                       (34,125)               (20,776)
                                                                                                ------------           ------------
          Net cash used in investing activities                                                     (906,600)            (9,362,732)
                                                                                                ------------           ------------
Cash flows from financing activities
     Distributions                                                                                (2,306,088)              (555,550)
                                                                                                ------------           ------------
          Net cash used in financing activities                                                   (2,306,088)              (555,550)
                                                                                                ------------           ------------
          Net  increase (decrease) in cash and cash equivalents                                      481,816             (9,826,378)
          Cash and cash equivalents, beginning of period                                           7,846,290             17,856,965
                                                                                                ------------           ------------
          Cash and cash equivalents, end of period                                              $  8,328,106           $  8,030,587
                                                                                                ============           ============
Supplemental schedule of non-cash operating activities:
          Advances used for capital expenditures in oil and
              gas properties reclassified to proved properties                                  $         -           $  9,201,357
                                                                                                ------------           ------------
          Reclassification of due to operators to due to affiliate                              $    216,985           $         -
                                                                                                ============           ============

 The accompanying notes are an integral part of these unaudited condensed financial statements.
</TABLE>

                                      5
<PAGE>

                          RIDGEWOOD ENERGY K FUND, LLC
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS


1.   Organization and Purpose

The Ridgewood Energy K Fund, LLC ("Fund"), a Delaware limited liability company,
was formed on March 1, 2004 and operates pursuant to a limited liability company
agreement ("LLC Agreement") dated as of April 5, 2004 by and among Ridgewood
Energy Corporation ("Manager") and the shareholders of the Fund. Although the
date of formation is March 1, 2004, the Fund did not begin operations until
April 22, 2004 when it began its private offering of shares.

The Fund was organized to acquire, drill, construct and develop oil and natural
gas properties located in the United States offshore waters of Texas, Louisiana,
and Alabama in the Gulf of Mexico. The Fund has devoted most of its efforts to
raising capital and oil and natural gas exploration activities.

The Manager performs (or arranges for the performance of) the management,
administrative and advisory services required for Fund operations. Such services
include, without limitation, the administration of shareholder accounts,
shareholder relations and the preparation, review and dissemination of tax and
other financial information. In addition, the Manager provides office space,
equipment and facilities and other services necessary for Fund operations. The
Manager also engages and manages the contractual relations with outside
custodians, depositories, accountants, attorneys, broker-dealers, corporate
fiduciaries, insurers, banks and others as required (Notes 2, 5 and 6).

2.   Summary of Significant Accounting Policies

     Basis of presentation

These unaudited interim condensed financial statements have been prepared by the
Fund's management, in accordance with accounting principles generally accepted
in the United States of America ("GAAP") and in the opinion of management,
contain all adjustments (consisting of only normal recurring adjustments)
necessary to present fairly the Fund's financial position, results of operations
and cash flows for the periods presented. Certain information and note
disclosures normally included in annual financial statements prepared in
accordance with GAAP have been omitted in these unaudited interim condensed
financial statements. The results of operations, financial position, and cash
flows for the periods presented herein are not necessarily indicative of future
financial results. These unaudited interim condensed financial statements should
be read in conjunction with the annual financial statements and the notes
thereto for the year ended December 31, 2005 included in the Fund's Annual
Report on Form 10-K/A ("Form 10-K/A") filed with the Securities and Exchange
Commission ("SEC").

                                     6
<PAGE>

     Use of Estimates

The preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities as of
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. On an ongoing basis, the Manager reviews
its estimates, including those related to amounts advanced to and billed by
operators, determination of proved reserves, impairment allowances and
environmental liabilities. Actual results may differ from those estimates.

     Advances to Operators for Working Interests and Expenditures

Each participation agreement the Fund executes for an exploratory project
requires the Fund to make a payment to the working interest owner for the Fund's
ownership rights and working interest in the project. The Fund will account for
such payments as advances to operators for working interests and expenditures.
As drilling costs are incurred the payments are capitalized as unproved
properties.

     Oil and natural gas properties

Investments in oil and natural gas properties are operated by unaffiliated
entities ("Operators") who are responsible for drilling, administering and
producing activities pursuant to the terms of the applicable operating
agreements with working interest owners. The Fund's portion of exploration,
drilling, operating and capital equipment expenditures relating to the wells are
advanced and billed by Operators through authorization for expenditures.

The successful efforts method of accounting for oil and natural gas producing
activities is followed. Acquisition costs are capitalized when incurred. Other
oil and natural gas exploration costs, excluding the costs of drilling
exploratory wells, are charged to expense as incurred. The costs of drilling
exploratory wells are capitalized pending the determination of whether the wells
have discovered proved commercial reserves. If proved commercial reserves have
not been found, exploratory drilling costs are expensed to dry-hole expense.
Costs to develop proved reserves, including the costs of all development wells
and related facilities and equipment used in the production of crude oil and
natural gas, are capitalized. Expenditures for ongoing repairs and maintenance
of producing properties are expensed as incurred.

Upon the sale or retirement of a proved property (i.e. a producing well), the
cost and related accumulated depletion and amortization will be eliminated from
the property accounts, and the resultant gain or loss is recognized. On the sale
or retirement of an unproved property, gain or loss on the sale is recognized,
taking into consideration the amount of any recorded impairment if the property
had been assessed for impairment. Currently it is not the Manager's intention to
sell any of the Fund's property interests.

Capitalized acquisition costs of producing oil and natural gas properties after
recognizing estimated salvage values are depleted by the unit-of-production
method.

As of September 30, 2006 and December 31, 2005, approximately $0.2 million was
recorded in due to affiliates/due to operators, respectively, related to the
acquisition of oil and gas property. In 2006, the December 31, 2005 due to
operators balance was paid by the Manger. As such this balance is currently
reflected in due to affiliates.


                                       7
<PAGE>

     Revenue Recognition and Production Receivable

Oil and natural gas sales are recognized when delivery is made by the Operator
to the purchaser and title is transferred (i.e., production has been delivered
to a pipeline or transport vehicle). At the time of transfer a production
receivable is recorded. The Fund earned revenue approximating $0.7 million and
$2.7 million for the three and nine months ended September 30, 2006, compared to
approximately $1.0 million and $2.0 million for the three and nine months ended
September 30, 2005, respectively.

The volume of oil and natural gas sold on the Fund's behalf may differ from the
volume of oil and natural gas to which the Fund is entitled. The Fund will
account for such oil and natural gas production imbalances by the entitlements
method. Under the entitlements method, the Fund will recognize a receivable from
other working interest owners for volumes oversold by other working interest
owners. For volumes oversold by the Fund, a payable to other working interest
owners will be recorded. As of September 30, 2006 and December 31, 2005, there
were no material oil or natural gas balancing arrangements between the Fund and
other working interest owners.

     Interest Income

     Interest income is recognized when earned.

     Syndication Costs

Direct costs associated with offering the Fund's shares including professional
fees; such as outside due diligence costs, legal advice with regard to the
offering, selling expenses and administrative costs relating to broker-dealer
relationships, payable to the Manager, an affiliate of the Manager and outside
brokers are reflected as a reduction of shareholders' capital.

     Asset Retirement Obligations

For oil and natural gas properties, there are obligations to perform removal and
remediation activities when the properties are retired. The Financial Accounting
Standards Board ("FASB") issued Statement of Financial Accounting Standards
("SFAS") No. 143, "Accounting for Asset Retirement Obligations" ("SFAS No.
143"), effective for years beginning after December 15, 2002. SFAS No. 143
requires the Fund to record a separate liability for the discounted present
value of the Fund's asset retirement obligations, with an offsetting increase to
the related oil and natural gas properties on the balance sheet. When a project
reaches drilling depth and is determined to be either proved or dry, an asset
retirement obligation is recorded. Plug and abandonment costs associated with
unsuccessful projects are expensed as incurred as dry-hole costs.


                                               For the nine
                                               months ended
                                             September 30, 2006
                                             ------------------
         Balance - Beginning of period       $          74,435

         Liabilities incurred                           18,762
         Liabilities settled                           (18,762)
         Accretion expense                               2,513
                                             -----------------
         Balance - End of period             $          76,948
                                             =================

                                       8
<PAGE>

In March 2005, the FASB issued FASB Interpretation ("FIN") No. 47, "Accounting
for Conditional Asset Retirement Obligations" ("FIN 47"). This interpretation
clarifies that the term "conditional asset retirement obligation" as used in
FASB No. 143 refers to a legal obligation to perform an asset retirement
activity in which the timing and/or method of settlement are conditional on a
future event that may or may not be within the control of the entity incurring
the obligation. The obligation to perform the asset retirement activity is
unconditional even though uncertainty exists about the timing and/or method of
settlement. Thus, the timing and/or method of settlement may be conditional on a
future event. Accordingly, an entity is required to recognize a liability for
the fair value of a conditional asset retirement obligation if the fair value of
the liability can be reasonably estimated. Uncertainty about the timing and/or
method of settlement of a conditional asset retirement obligation should be
factored into the measurement of the liability, rather than the timing of
recognition of the liability, when sufficient information exists. The adoption
on December 31, 2005 of FIN 47 did not have an impact on the Fund's financial
position or results of operations.

     Impairment of Long-Lived Assets

In accordance with the provisions of SFAS No. 144, "Accounting for the
Impairment of Long-Lived Assets" ("SASF No. 144"), long-lived assets, such as
oil and natural gas properties, are evaluated when events or changes in
circumstances indicate the carrying value of such assets may not be recoverable.
The determination of whether impairment has occurred is made by comparing the
carrying values of long-lived assets to the estimated future undiscounted cash
flows attributable to the asset. The impairment loss recognized is the excess of
the carrying value over the future discounted cash flows attributable to the
asset or the estimated fair value of the asset. For the three and nine months
ended of September 30, 2006, the Fund recorded an impairment of proved
properties of nil and approximately $2.2 million, respectively. For the three
and nine months ended of September 30, 2005, no impairments were recorded. The
impairment recorded in 2006 related to the Fund's investments in East Cameron
299 field inclusive of East Cameron 299 C-10, C-11 and West Cameron 556.

     Depletion and Amortization

Depletion and amortization of the cost of proved oil and natural gas properties
are calculated using the units of production method. Proved developed reserves
are used as the base for depleting the cost of successful exploratory drilling
and development costs. The sum of proved developed and proved undeveloped
reserves is used as the base for depleting (or amortizing) leasehold acquisition
costs, the costs to acquire proved properties and platform and pipeline costs.
As of September 30, 2006, and December 31, 2005, the Fund had accumulated
depletion and amortization of approximately $7.2 million and $4.1 million,
respectively.

     Income Taxes

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

                                       9
<PAGE>

     Cash and cash equivalents

All highly liquid investments with maturities when purchased of three months or
less are considered as cash and cash equivalents. At times, bank deposits may be
in excess of federal insured limits. As of September 30, 2006 and December 31,
2005, bank balances exceeded federally insured limits by approximately $8.1
million and $7.6 million, respectively. The Fund maintains bank deposits with
accredited financial institutions to mitigate such risk.

     Salvage Fund

The Fund deposits in a separate interest-bearing account, or a salvage fund,
money to provide for dismantling production platforms and facilities, plugging
and abandoning the wells and removing the platforms, facilities and wells after
their useful lives, in accordance with applicable federal and state laws and
regulations. Interest earned on the account will become part of the salvage
fund.

At times the Fund may purchase short-term investments comprised of US Treasury
Notes with maturities greater than three months and as such are considered
held-to-maturity investments. Held-to-maturity securities are those investments
that the Fund has the ability and intent to hold until maturity.
Held-to-maturity investments are recorded at cost plus accrued income, adjusted
for the amortization of premiums and discounts, which approximate market value.
Interest income is accrued as earned. Held to maturity investments of
approximately $1.0 million, included in the salvage fund as of September 30,
2006 will mature in February 2007.

     Income and Expense Allocation

Profits and losses are to be allocated 85% to shareholders in proportion to
their relative capital contributions and 15% to the Manager, except for certain
expenses, such as dry-hole costs and fiduciary fees, and interest income which
are allocated 99% to shareholders and 1% to the Manager.

3.   Recent Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements,"
("SFAS No. 157") which applies under most other accounting pronouncements that
require or permit fair value measurements. SFAS No. 157 provides a common
definition of fair value as the price that would be received to sell an asset or
paid to transfer a liability in a transaction between market participants. The
new standard also provides guidance on the methods used to measure fair value
and requires expanded disclosures related to fair value measurements. SFAS No.
157 is effective for financial statements issued for fiscal years beginning
after November 15, 2007. The Fund does not expect this guidance to have a
material impact on the financial statements.

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections - a replacement of APB Opinion No. 20 and FASB Statement No. 3"
("SFAS No. 154"). SFAS No. 154 requires, unless impracticable, retrospective
application to prior periods' financial statements of changes in accounting
principle where transition is not specified by a new accounting pronouncement.
SFAS No. 154 also requires that retrospective application of a change in
accounting principle be limited to the direct effects of the change. Indirect
effects of a change in accounting principle should be recognized in the period
of the accounting change. SFAS No. 154 is effective for accounting changes and

                                       10
<PAGE>

corrections of errors made in fiscal years beginning after December 15, 2005.
The adoption of SFAS No. 154 had no impact on the financial statements.

FASB Staff Position ("FSP") 115-1 and 124-1, the Meaning of Other Than Temporary
Impairment and its Application to Certain Investments ("FSP 115-1 and 124-1").
This FSP addresses the determination as to when an investment is considered
impaired, whether that impairment is other than temporary and the measurement of
the impairment loss. It also requires certain disclosures about unrealized
losses that have not been recognized as other than temporary impairments. This
guidance applies to equity securities that have a readily determinable fair
value and all debt securities. It does not apply to investments accounted for
under the equity method. An investment is impaired if its fair value is less
than its cost, as assessed at the individual security level. When an investment
is impaired, the investor is required to evaluate whether the impairment is
other than temporary. If other than temporary, the unrealized loss must be
recognized. For all investments in an unrealized loss position for which other
than temporary impairments have not been recognized, the investor should
disclose by category of investment the amount of unrealized losses and the fair
value of investments with unrealized losses and related narrative disclosures.
The adoption of FSP 115-1 and 124-1 had no impact on the financial
statements.

4.   Unproved Properties - Capitalized Exploratory Well Costs

In April 2005, FASB issued ("FSP") 19-1, "Accounting for Suspended Well Costs"
("FSP 19-1"). This FSP was issued to address whether there were circumstances
that would permit the continued capitalization of exploratory well costs beyond
one year, other than when further exploratory drilling is planned and major
capital expenditures would be required to develop the project. FSP 19-1 requires
the continued capitalization of suspended well costs if the well has found a
sufficient quantity of reserves to justify its completion as a producing well
and the entity is making sufficient progress assessing these reserves and the
economic and operating viability of the project. All relevant facts and
circumstances should be evaluated in determining whether an entity is making
sufficient progress assessing the reserves and FSP 19-1 provides several
indicators in this evaluation. FSP 19-1 prohibits continued capitalization of
suspended well costs on the chance that market conditions will change or
technology will be developed to make the project economic.

The Fund adopted FSP 19-1 during the second quarter of 2005. Leasehold
acquisition and exploratory drilling costs are capitalized pending determination
of whether the well has found proved reserves. Unproved properties are assessed
on a quarterly basis by evaluating and monitoring if sufficient progress is made
on assessing the reserves. Capitalization costs are expensed as dry-hole costs
in the event that reserves are not found or are not in sufficient quantities to
complete the well and develop the field. Dry-hole costs were approximately $0.1
million and $0.9 million for the three and nine months ended September 30, 2006,
compared to approximately $0.1 million and $3.2 million for the three and nine
months ended September 30, 2005, respectively. As of September 30, 2006 and
December 31, 2005, the Fund had no capitalized exploratory well costs greater
than one year.

                                       11
<PAGE>

5.   Distributions

Distributions to shareholders are allocated in proportion to the number of
shares held.

The Manager will determine whether Available Cash from Operations, as defined in
the Fund's LLC Agreement, is to be distributed. Such distribution would be
allocated 85% to the shareholders and 15% to the Manager, as defined in the
Fund's LLC Agreement. Effective March 1, 2006 the Manager elected to reduce its
distribution of Available Cash from Operations to 1%. Subsequently, effective
April 1, 2006, the Manager elected to permanently waive its distribution of
Available Cash from Operations for the remaining life of the Fund.

Available Cash from Dispositions, as defined in the Fund's LLC Agreement, will
be paid 99% to shareholders and 1% to the Manager until the shareholders have
received total distributions equal to their capital contributions. After
shareholders have received distributions equal to their capital contributions,
85% of Available Cash from Dispositions will be distributed to shareholders and
15% to the Manager.

The shareholders received distributions of approximately $2.2 million for the
nine months ended September 30, 2006 compared to approximately $0.5 million for
the nine months ended September 30, 2005.

The Manager received distributions of approximately $76 thousand for the nine
months ended September 30, 2006 compared to approximately $0.1 million for the
nine months ended September 30, 2005.

6.   Related Parties

The Fund's LLC agreement provides that the Manager render management,
administrative and advisory services. For such services, the Manager receives an
annual management fee, payable monthly, of 2.5% of total capital contributions.
Beginning on October 1, 2005 and continuing for the remaining life of the Fund,
the Manager elected to waive its management fee. For the three and nine months
ended September 30, 2005, management fees were approximately $0.4 million and
$1.3 million, respectively. In 2006, there were no management fees.

From time to time, short-term payables and receivables, which do not bear
interest, arise from transactions with affiliates in the ordinary course of
business. As of September 30, 2006, approximately $0.2 million was due to
Manager relating to capital expenditures paid by Manager on the Fund's behalf.
No amount was outstanding as of December 31, 2005.

None of the compensation to be received by the Manager has been derived as a
result of arm's length negotiations.

The Fund has working interest ownership in certain projects to acquire and
develop oil and natural gas projects with other entities that are likewise
managed by the Manager.

                                       12
<PAGE>

7.   Fair Value of Financial Instruments

As of September 30, 2006 and December 31, 2005, the carrying value of cash and
cash equivalents, and salvage fund, approximate fair value. Cash and cash
equivalents principally consist of money market funds.

8.   Commitment and Contingencies

     Environmental Considerations

The exploration for and development of oil and natural gas involves the
extraction, production and transportation of materials which, under certain
conditions, can be hazardous or cause environmental pollution problems. The
Manager and the Operators are continually taking action they believe appropriate
to satisfy applicable federal, state and local environmental regulations and do
not currently anticipate that compliance with federal, state and local
environmental regulations will have a material adverse effect upon capital
expenditures, results of operations or the competitive position of the Fund in
the oil and natural gas industry. However, due to the significant public and
governmental interest in environmental matters related to those activities, the
Manager cannot predict the effects of possible future legislation, rule changes,
or governmental or private claims. As of September 30, 2006 and December 31,
2005, there were no known environmental contingencies that required the Fund to
record a liability.

     Insurance Coverage

The Fund is subject to all risks inherent in the exploration for and development
of oil and natural gas. Insurance coverage as is customary for entities engaged
in similar operations is maintained, but losses may occur from uninsurable risks
or amounts in excess of existing insurance coverage. The occurrence of an event
which is not insured or not fully insured could have an adverse impact upon
earnings and financial position.

9.   Subsequent Events

The Fund had been reserving capital for an 11.24% working interest in West
Cameron 76 (B6) located approximately eleven miles offshore Louisiana. The well
had originally been scheduled to drill in the summer of 2004. BHP Billiton, as
operator has taken the well off of the drilling schedule and the well will not
be drilled by the other joint venture participants due to proximity of this well
to other producers in Marge 3D, in the West Cameron 76 lease block and because
approval by all joint venture participants is required.

As a result the funds have been reallocated to the projects depicted below.

In October 2006, the Fund acquired a working interest in the following wells
operated by LLOG Exploration Company:

                                          Working      Drilling
                              Offshore   Interest %      Date
        ---------------------------------------------------------
        Galveston A248           TX        3.75%       Q2 2007
        Ship Shoal 81            LA        3.75%       Q3 2007
        South Marsh Island 111   LA        3.75%       Q1 2007
        Vermillion 344           LA        3.75%       Successful-February, 2007
        West Delta 67            LA        3.75%       Q2 2007
        West Delta 68            LA        3.75%       Q2 2007



                                     13
<PAGE>

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

Cautionary Statement Regarding Forward-Looking Statements

This Form 10-Q, including all documents incorporated by reference, includes
"forward-looking" statements within the meaning of Section 27A of the Securities
Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities
Exchange Act of 1934, as amended, (the "Exchange Act") and the Private
Securities Litigation Reform Act of 1995, and the "safe harbor" provisions
thereof. These forward-looking statements are usually accompanied by the words
"anticipates," "believes," "plan," "seek," "expects," "intends," "estimates,"
"projects," "will," "would," "will likely result," "will continue," "future" and
similar terms and expressions or variations thereof. The forward-looking
statements in this Form 10-Q reflect the current views of management of the Fund
with respect to future events and financial performance. These forward-looking
statements are subject to certain risks and uncertainties, including, among
other things, the high-risk nature of oil and natural gas exploratory
operations, the fact that our drilling activities are managed by third parties,
the volatility of natural gas prices and extraction, and those other risks and
uncertainties discussed in the Fund's 10-K filed with the Securities and
Exchange Commission that could cause actual results to differ materially from
historical results or those anticipated. You are urged to carefully consider all
such factors.

In light of these risks and uncertainties, there can be no assurance that the
forward-looking information contained in this Form 10-Q will in fact occur or
prove to be accurate. Readers should not place undue reliance on the
forward-looking statements contained herein, which speak only as of today's
date. We undertake no obligation to publicly revise these forward-looking
statements to reflect events or circumstances that may arise after today. All
subsequent written or oral forward-looking statements attributable to us or
persons acting on our behalf are expressly qualified in their entirety by this
section.

Critical Accounting Policies and Estimates

The following discussion and analysis of our financial condition and operating
results is based on our financial statements. The preparation of this Quarterly
Report on Form 10-Q requires us to make estimates and assumptions that affect
the reported amount of assets and liabilities, disclosure of contingent assets
and liabilities at the date of our financial statements, and the reported amount
of revenue and expenses during the reporting period. Actual results may differ
from those estimates and assumptions. See "Notes to Unaudited Condensed
Financial Statements" in Part I of this Form 10-Q for a presentation of the
Fund's critical accounting principles.

Overview of Our Business

The Fund is an independent oil and natural gas producer. The Fund's primary
investment objective is to generate cash flow for distribution to our
shareholders through participation in oil and natural gas exploration and
development projects in the Gulf of Mexico. The Fund began its operations by
offering shares in a private offering on April 22, 2004. As a result of such

                                       14
<PAGE>

offering, it raised capital of approximately $70.9 million through the sale of
480.7046 shares of LLC membership interests. After the payment of approximately
$11.1 million in offering fees, commissions and investment fees to the Fund's
Manager, affiliates, and broker-dealers, the Fund retained approximately $59.8
million available for investment. Investment fees represent a one time fee of
4.5% of initial capital contributions. The fee is payable to the Manager for the
service of investigating and evaluating investment opportunities and affecting
transactions.

The Manager performs certain duties on the Fund's behalf including the
evaluation of potential projects for investment and ongoing administrative and
advisory services associated with these projects. The Fund does not currently,
nor is there any plan, to operate any project in which the Fund participates.
The Manager enters into operating agreements with third-party operators for the
management of all exploration, development and producing operations, as
appropriate. As compensation for the above duties, the Manager is paid a onetime
investment fee (4.5% of capital contributions) for the evaluation of projects on
the Fund's behalf and an annual management fee (2.5% of capital contributions),
payable monthly, for ongoing administrative and advisory duties as well as
reimbursement of expenses. The Manager also participates in distributions. In
October 2005 and April 2006, the Manager waived its rights to collect management
fees and cash distributions, respectively.


                                      15
<PAGE>

Business Update

In 2005, the Fund acquired from Millenium Offshore Group ("MOGI") (now ATP) a
10% working interest in the East Cameron 299 field of which the C-10 well was
already proven, the C-11 well was drilling and the C-12 well was to be drilled
(but was ultimately dry) for $15 million. At the same time the Fund also
acquired from MOGI a 20% interest in West Cameron 556. In 2004, the Fund
acquired a 72% working interest in High Island 53, from MOGI. This project was
plugged and abandoned in January 2005.

<TABLE>
<CAPTION>
                                                                  Costs
                                                                 Incurred
                                                                 through
                                             Working             12/31/06
     Well Name              Offshore        Interest %        (in thousands)                Status
<S>                         <C>             <C>                <C>                   <C>
East Cameron 299 C-10          LA               10%            $       8,822*          Currently producing
East Cameron 299 C-11          LA               10%            $       9,869*  Temporarily shut in; planning workover
East Cameron 299 C-12          LA               10%            $       1,309             DRY: May 2005
West Cameron 556               LA               20%            $      11,604*          Currently producing
High Island 53                 TX               72%            $       9,831             DRY: January 2005
* Not inclusive of an approximate $6.2 million impairment of property recorded
in 2005 and 2006.

The Fund acquired the following projects from Gryphon Exploration Company (now
Woodside). All three of the wells were deemed dry-holes and were plugged and
abandoned in 2004.
<CAPTION>
                                                                  Costs
                                                                 Incurred
                                                                 through
                                             Working             12/31/06
     Well Name              Offshore        Interest %        (in thousands)                Status
<S>                         <C>             <C>                <C>                   <C>
Galveston 246                  TX               10%            $         769           DRY: October 2004
Matagarda 619                  TX               25%            $       1,976           DRY: October 2004
West Cameron 103               LA               40%            $       5,598           DRY: November 2004

The Fund acquired a 5.7% working interest in the Mobile 946 well from Chevron in
2006. Although there was gas in the reservoir, it was not in sufficient enough
quantities to justify the completion of the well and the hook up to a production
facility.
<CAPTION>
                                                                 Incurred
                                                                 through
                                             Working             12/31/06
     Well Name              Offshore        Interest %         (in thousands)               Status
<S>                         <C>             <C>                <C>                   <C>
Mobile 946                     LA              5.7%            $         857           DRY: July 2006

In October 2006, the Fund acquired a working interest in the following wells
operated by LLOG Exploration Company.
<CAPTION>
                                             Working             Budgeted
     Well Name              Offshore        Interest %         (in thousands)               Status
<S>                         <C>             <C>                <C>                   <C>
Galveston A248                 TX             3.75%            $       1,014       2nd quarter 2007 drilling date
Ship Shoal 81                  LA             3.75%            $         724       3rd quarter 2007 drilling date
South Marsh Island 111         LA             3.75%            $         721       1st quarter 2007 drilling date
Vermilion 344                  LA             3.75%            $         807       Successful-February 2007
West Delta 67                  LA             3.75%            $         712       2nd quarter 2007 drilling date
West Delta 68                  LA             3.75%            $         724       2nd quarter 2007 drilling date
</TABLE>


                                      16
<PAGE>

Results of Operations

Nine Months Ended September 30, 2006 compared to Nine Months ended September 30,
2005

Net loss. Net loss for the nine months ended September 30, 2006 was
approximately $3.6 million, a decrease of $1.9 million, or 36% compared to
approximately $5.5 million for the nine months ended September 30, 2005. The
decrease is discussed below.

Oil and gas revenues. Oil and natural gas revenues for the nine months ended
September 30, 2006 were approximately $2.7 million, an increase of approximately
$0.7 million, or 38% compared to $2.0 million for the nine months ended
September 30, 2005. This increase is predominately the result of increased
production volume for both oil and natural gas, an increase in average sales
price per one thousand cubic feet ("MCFE") for oil offset by a decrease in
average sales price per MCFE for natural gas. Production volume for oil
increased from approximately 29 MCFEs to 36 MCFEs, or 24%. Average sales price
for oil increased from approximately $8.16 per MCFE to $11.08 per MCFE, or 36%.
Production volume for natural gas increased from approximately 197 thousand
MCFEs to 304 thousand MCFEs, or 54%. Average sales price for natural gas
decreased from approximately $8.89 per MCFE to $7.71 per MCFE, or 13%.

Dry-hole costs. Dry-hole costs for the nine months ended September 30, 2006 were
approximately $0.9 million, a decrease of approximately $2.3 million, or 73%
compared to $3.2 million for the nine months ended September 30, 2005. This
decrease is predominately the result of the Fund having one project determined
to be dry in 2006 compared to two dry-hole projects in 2005.

Depletion and amortization. Depletion and amortization for the nine months ended
September 30, 2006 was approximately $3.1 million, an increase of approximately
$0.3 million, or 10% compared to approximately $2.8 million for the nine months
ended September 30, 2005. This is a result of a increase in production reserve
volumes in 2006 as compared to 2005.

Impairment of proved properties. Impairment of proved properties for the nine
months ended September 30, 2006 was approximately $2.2 million. The impairment
related to our C10, C11, and WC 556 wells. Natural gas and oil reserve
quantities used to calculated impairment represent estimates only and are
estimated by a third party petroleum engineer specialist. Under successful
efforts accounting, we use reserve estimates to calculate cash flows as well as
our depletion rate. We estimate our proved reserves and future net cash flows
using sales prices estimated to be in effect as of the date the reserve is
estimated. Oil and gas prices, which have fluctuated widely in recent years,
affect our future revenues. Any estimates of natural gas and oil reserves and
their values are inherently uncertain, including many factors beyond our
control. Reservoir engineering is a subjective process of estimating underground
accumulations of natural gas and oil that cannot be measured in an exact manner.
The reserve estimates are based upon the quality of available data and
engineering and geological interpretation and judgment. Revisions to estimated
reserves may result from actual production, results of future development and
exploration activities, prevailing natural gas and oil prices, operating costs
and other factors. Revisions to estimated reserves could have a material affect
on balances recorded as proved properties. In accordance with Statement of
Financial Accounting Standards No. 144 "Accounting for the Impairment of
Long-Lived Assets, ("SFAS 144"), the Fund recorded an impairment loss of $2.2
million based upon the reserve estimates of a third party petroleum engineer
specialist. The estimates provided by the specialist have been reviewed by the
Fund's manager and internal engineering department. Those reserve estimates were
based on historical data and production as of December 31, 2005.

Management fees. Management fees for the nine months ended September 30, 2006
were nil, a decrease of approximately $1.3 million, or 100% compared to $1.3
million for the nine months ended September 30, 2005. This decrease is the
result of the Manager's election to waive the management fee in 2005 for the
remaining life of the Fund.

Lease operating expenses. Lease operating expenses represent the day to day cost
of operating and maintaining wells and related facilities. For the nine months
ended September 30, 2006 lease operating expenses were approximately $0.3
million, an increase of approximately $0.1 million, or 61% compared to $0.2
million for the nine months ended September 30, 2005. This increase is
predominately the result of increased production activity in 2006 compared to
2005.

Other general and administrative expenses. Other general and administrative
expenses for the nine months ended September 30, 2006 were approximately $142
thousand, a decrease of approximately $15 thousand, or 9% compared to $157

                                      17
<PAGE>

thousand for the nine months ended September 30, 2005. This decrease is
predominately the result of a decrease in insurance costs offset by an increase
in accounting fees.

Other Income. Other income for the nine months ended September 30, 2006 was
approximately $0.3 million, an increase of approximately $0.1 million, or 40%
compared to $0.2 million for the nine months ended September 30, 2005. This
increase is predominately the result of higher interest rates in 2006 compared
to 2005.

Three Months Ended September 30, 2006 compared to Three Months ended September
30, 2005

Net loss. Net loss for the three months ended September 30, 2006 was
approximately $0.2 million, a decrease of approximately $0.6 million or 73%
compared to approximately $0.8 million for the three months ended September 30,
2005. The decrease is discussed below.

Oil and gas revenues. Oil and natural gas revenues for the three months ended
September 30, 2006 were approximately $0.7 million, a decrease of approximately
$0.3 million, or 29% compared to $1.0 million for the three months ended
September 30, 2005. This decrease is predominately the result of decreased
production volume for oil and a decrease in sales price per one thousand cubic
feet ("MCFE") for natural gas offset by increased production volume for natural
gas and an increase in sales price per one thousand cubic feet ("MCFE") for oil.
Production volume for oil decreased from approximately 14 thousand MCFEs to 10
thousand MCFEs, or 29%. Average sales price for oil increased from approximately
$8.59 per MCFE to $11.25 per MCFE, or 31%. Production volume for natural gas
increased from approximately 75 thousand MCFEs to 92 thousand MCFEs, or 23%.
Average sales price for natural gas decreased from approximately $11.77 per MCFE
to $6.84 per MCFE, or 42%.

Dry-hole costs. Dry-hole costs for the three months ended September 30, 2006 and
2005 of approximately $0.1 million represents additional costs related to each
of the dry-hole projects incurred in the third quarter of 2006 and 2005,
respectively.

Depletion and amortization. Depletion and amortization for the three months
ended September 30, 2006 was approximately $0.7 million a decrease of
approximately $0.5 million, or 37%, compared to $1.2 million for the three
months ended September 30, 2005. This is a result of a decrease in production
reserve volumes in 2006 as compared to 2005.

Management fees. Management fees for the three months ended September 30, 2006
were nil, a decrease of approximately $0.4 million, or 100% compared to $0.4
million for the three months ended September 30, 2005. This decrease is the
result of the manager electing to waive its management fee effective October 1,
2005 for the remaining life of the Fund.

Lease operating expenses. Lease operating expenses represent the day to day cost
of operating and maintaining wells and related facilities. For the three months
ended September 30, 2006 lease operating expenses were approximately $148
thousand, an increase of approximately $99 thousand, or 204% compared to $49
thousand for the three months ended September 30, 2005. This increase is

                                      18
<PAGE>

predominately the result of production in 2006 compared to 2005.

Other general and administrative expenses. Other general and administrative
expenses for the three months ended September 30, 2006 were approximately $38
thousand, a decrease of approximately $75 thousand, or 66% compared to $0.1
million for the three months ended September 30, 2005. This decrease is
predominately the result of a decrease in insurance costs offset by an increase
in accounting fees.

Other Income. Other income for the three months ended September 30, 2006 was
approximately $0.1 million, an increase of approximately $39 thousand, or 53%
compared to $74 thousand for the three months ended September 30, 2005. This
increase is predominately the result of higher interest rates in 2006 compared
to 2005.

Capital Resources and Liquidity

Cash flows provided by operating activities for the nine months ended September
30, 2006 were approximately $3.7 million, primarily related to increased revenue
for oil and natural gas production, due to increased volume and pricing. Also
the Fund experienced a decrease in production receivable.

Cash flows provided by operating activities for the nine months ended September
30, 2005 were approximately $0.1 million, primarily related to production
revenue partially offset by cash expenditures for management fees and lease
operating costs.

Cash flows used in investing activities for the nine months ended September 30,
2006 were approximately $0.9 million, primarily related to capital expenditures
for oil and gas properties. Investing activities relate to the actual purchase
of wells, infrastructure and other capital items unrelated to operating
activities occurring after a well has begun producing.

Cash flows used in investing activities for the nine months ended September 30,
2005 were approximately $9.4 million, primarily related to capital expenditures.

Cash flows used in financing activities for the nine months ended September 30,
2006 were approximately $2.3 million related to distributions to shareholders
and Managers.

Cash flows used in financing activities for the nine months ended September 30,
2005 were approximately $0.6 million related to distributions to shareholders
and Managers.

We expect to meet our cash commitments for the next twelve months from our cash
and investments on hand.

Estimated Capital Expenditures

The Fund has entered into multiple operating agreements for the drilling and
development of its investment properties. The estimated capital expenditures
associated with these agreements can vary depending on the stage of development
on a property-by-property basis. For projects committed as of

                                       19
<PAGE>

September 30, 2006, such estimated capital expenditures to be spent total
approximately $5.0 million, all of which is expected to be paid out of the
unspent capital contribution within the following 12 months.

The table below presents exploration and development capital expenditures from
inception as well as estimated budgeted amounts for future periods:

   Estimated Capital Expenditures
   As of September 30, 2006
   In thousands


<TABLE>
<CAPTION>
                                                 Spent Through
                             Total Project        September 30,        To be Spent
   Projects                      Costs                2006           Next 12 Months
                                 -----                ----           --------------
<S>                        <C>                   <C>                 <C>
   Mobile 946 (i)          $           836       $            -      $          836
   East Cameron 299(ii)             19,441               18,691                 750
   Unallocated                       3,370                    -               3,370
                           ---------------       --------------      --------------
                           $        23,647       $       18,691      $        4,956
                           ===============       ==============      ==============
</TABLE>

     (i)  Mobile 946 was determined to be a dry-hole in July 2006.
     (ii) East Cameron 299 unspent capital expenditures related to C-11
          workover.

                                      20
<PAGE>

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The principal market risks to which the Fund is exposed that may adversely
impact the Fund's results of operations and financial position are changes in
oil and natural gas prices. The Fund has no market risk sensitive instruments
held for trading purposes. Information about market risks for the nine months
ended September 30, 2006, does not differ materially from that does not differ
materially from that discussed in Form 10-K/A.


Item 4. Controls and Procedures

(a)  Conclusion Regarding the Effectiveness of Disclosure Controls and
     Procedures

The Fund maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the reports that the Fund
files or submits as defined in Rules 13a-15(e) of the Securities and Exchange
Act of 1934, as amended ("Exchange Act") is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission ("SEC") rules and forms, and that such information is accumulated and
communicated to the Chief Executive Officer ("CEO") and Chief Financial Officer
("CFO") to allow timely decisions regarding required disclosures.

The Fund, under the supervision and with the participation of management,
including the CEO and CFO, evaluated the effectiveness of the design and
operation of our disclosure controls and procedures (as defined in Rule
13a-15(e) under the Securities Exchange Act of 1934) as of September 30, 2006
("Evaluation Date"). Based on our initial evaluation, our CEO and CFO concluded
that our disclosure controls and procedures were effective as of the Evaluation
Date.

However, subsequent to the Evaluation Date, as reported under Item 4.02 of the
Form 8-K filed by the Fund on December 20, 2006, on December 15, 2006, the
Manager of the Fund, Ridgewood Energy Corporation, concluded that the Fund's
financial statements as of and for the period from March 1, 2004 (Inception) to
December 31, 2004 and as of and for the year ended December 31, 2005 as included
in the Fund's Form 10 registration statement and Annual Report on Form 10-K
should no longer be relied upon and should be restated to correct for errors
detected by management. The Fund is filing amendments to its Form 10 and Form
10-K, as well as amendments to its Quarterly Reports on Form 10-Q and Form
10-Q/A for the quarterly periods ended March 31, 2005, June 30, 2005, September
30, 2005 and March 31, 2006 as a result of these restatements.

Accordingly, subsequent to the Evaluation Date, management of the Fund concluded
that we had material weaknesses in our internal control over financial reporting
as of the Evaluation Date. Because of the existence of these material
weaknesses, our CEO and CFO have concluded that our disclosure controls and
procedures were not effective as of such date. As of December 22, 2006, we
believe we have addressed the material weaknesses through the institution of the
material weakness remediation plans described below.


                                       21
<PAGE>

(b)  Changes in Internal Control over Financial Reporting

In the course of our initial evaluation of disclosure controls and procedures,
management considered certain internal control areas in which we have made and
are continuing to make changes to improve and enhance controls. Based upon that
initial evaluation, the CEO and CFO concluded that there were no changes in our
internal control over financial reporting identified in connection with the
evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that
occurred during the quarter ended September 30, 2006 that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.

(c)  Material Weaknesses

After examining certain transactions and reviewing reconciliations from 2004 and
2005, various accounting errors were identified. Based upon management's review,
it has been determined these errors were inadvertent and unintentional. As a
result of these initial findings, on December 15, 2006, management announced the
Fund would restate its previously filed financial statements. Management
expanded the scope of the review to include accounting principles generally
accepted in the United States ("GAAP") and financial reporting procedures
surrounding GAAP pre and post-closing procedures.

Management concluded the reason for these errors primarily related to the lack
of technical accounting expertise relating to certain GAAP processing,
recording, summarizing and reporting processes.

The Fund had the following weaknesses.

     o    Insufficient training programs, and formalized policies and procedures
          on documenting financial controls, to ensure the ongoing application
          and execution of controls;
     o    Staff lacking sufficient technical accounting expertise in GAAP and
          SEC requirements; and
     o    Lack of resources necessary to perform consistent, routine analytical
          reviews of the GAAP financial results, including key balance sheet and
          income statement account analyses.

(d)  Material Weaknesses Remediated

Management has been and is committed to remediation of weaknesses, as well as to
continual improvement of the Fund's overall system of internal control over GAAP
financial reporting. Management has developed and implemented remediation
procedures for each of the weaknesses, and has undergone efforts to
significantly strengthen the existing finance organization and systems across
the Fund. These efforts included the addition of finance resources which

                                       22
<PAGE>

provided technical support and oversight of financial processes. In addition,
various employees attended training programs. The Fund also utilized additional
resources to assist in the program management aspect of each weakness in its
remediation design.

The remediation plans were initially instituted in 2006, and have been evaluated
by management. Based on these evaluations, management has determined the
corrective actions have been implemented to address the weaknesses.

With respect to the weaknesses, the following remediation actions have been
implemented throughout the year:

     o    Created detailed training programs and policies and procedures
          surrounding the accounting for oil and natural gas projects and GAAP
          and SEC financial reporting controls;
     o    Expansion of accounting and SEC reporting staff and various resources,
          by hiring five personnel with GAAP and/or SEC accounting and reporting
          expertise; and
     o    Enhanced tools and added appropriate resources to perform consistent,
          routine analytical reviews of the GAAP financial results, including
          key balance sheet and income statement account analyses.

On December 22, 2006, management, as a result of its ongoing evaluation of the
effectiveness of the Fund's "disclosure controls and procedures" (as defined in
the Securities Exchange Act of 1934 as amended (the "34 Act") Rules 13a-15(e)
and 15d-15(e)) and "internal control over financial reporting" (as defined in
the 34 Act Rules 13a-15(f) and 15d-15(f)), concluded the material weaknesses
disclosed in this Item 4 had been addressed and remediated.

                                       23
<PAGE>

Part II. Other Information

Item 1. Legal Proceedings

On August 16, 2006, the Manager of the Fund filed a lawsuit against the former
independent registered public accounting firm for the Fund, Perelson Weiner
("PW"), in New Jersey Superior Court, captioned Ridgewood Energy Corporation v.
Perelson Weiner, LLP, Docket No. L-6092-06. The suit alleged professional
malpractice and breach of contract in connection with audit and accounting
services performed for the Fund by PW. Thereafter, PW filed a counterclaim
against the Manager on October 20, 2006, alleging breach of contract due to
unpaid invoices in the amount of $326,554. Discovery is ongoing and no trial
date has been set.




                                       24
<PAGE>

Item 6.   Exhibits

   31.1   Certification of Robert E. Swanson, Chief Executive Officer, pursuant
          to Securities Exchange Act Rule 13a-14(a).
   31.2   Certification of Kathleen P. McSherry, Chief Financial Officer,
          pursuant to Securities Exchange Act Rule 13a-14(a).
     32   Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant
          to Section 906 of The Sarbanes-Oxley Act of 2002, signed by Robert E.
          Swanson, Chief Executive Officer of the Company and Kathleen P.
          McSherry, Chief Financial Officer of the Company.








                                       25
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Form 10-Q to be signed on its behalf by the
undersigned, thereunto duly authorized.

Dated:   February 23, 2007                        RIDGEWOOD ENERGY K FUND, LLC

                                       By:   /s/  ROBERT E. SWANSON
                                           Name:  Robert E. Swanson
                                          Title:  President and Chief Executive
                                                  Officer (Principal Executive
                                                  Officer)

Dated:   February 23, 2007
                                       By:   /s/  KATHLEEN P. MCSHERRY
                                           Name:  Kathleen P. McSherry
                                          Title:  Senior Vice President and
                                                  Chief Financial Officer
                                                  (Principal Financial and
                                                  Accounting Officer)

                                       26
<PAGE>

 Exhibit Index

    31.1  Certification of Robert E. Swanson, Chief Executive Officer, pursuant
          to Securities Exchange Act Rule 13a-14(a).
    31.2  Certification of Kathleen P. McSherry, Chief Financial Officer,
          pursuant to Securities Exchange Act Rule 13a-14(a).
     32   Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant
          to Section 906 of The Sarbanes-Oxley Act of 2002, signed by Robert E.
          Swanson, Chief Executive Officer of the Company and Kathleen P.
          McSherry, Chief Financial Officer of the Company.


                                       27