UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                   FORM 10-Q/A
                                 Amendment No. 1


|X|  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934
        For the quarterly period ended March 31, 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 20, 2007 there were 480.7046 shares of membership interest
of the registrant outstanding.


<PAGE>


Explanatory Paragraph

This Amendment No. 1 on Form 10-Q/A (the "Form 10-Q/A") to the Ridgewood Energy
K Fund, LLC (the "Fund") Form 10-Q (the "Original Filing") originally filed with
the Securities and Exchange Commission (the "SEC") on May 15, 2006, is a result
of the restatement of our financial statements as of and for the three months
ended March 31, 2006.

We are restating our previously reported financial information for these periods
to correct for the following: (1) misclassifications of dry-hole cost
expenses and unproved properties, (2) accruals for property, oil and gas
revenues, and lease operating expenses, (3) erroneous calculations of depletion
and amortization, (4) recording of asset retirement obligations and related
accretion expense.

This Form 10-Q/A also reflects the effects of restatements to prior periods in
our March 31, 2005 Form 10-Q/A (Amendment No. 2) and December 31, 2005 Form
10-K/A (Amendment No. 1). The restatements are described in more detail in Note
9 of Notes to Unaudited Condensed Financial Statements included elsewhere in
this report.

This amendment only amends and restates the Original Filing solely as a result
of, and to reflect, the restatement, and no other information in the Original
Filing is amended hereby except for the Business Update included in Item 2.,
which reflects the current status of each project.



                                       2

<PAGE>

                                Table of Contents
<TABLE>
<S>                                                                                                             <C>
Part I - FINANCIAL INFORMATION                                                                                 Page
     Item 1.  Financial Statements (Unaudited):
      Condensed Balance Sheets as of March 31, 2006 (restated) and December 31, 2005                             4
      Condensed Statements of Operations for the three months ended March 31, 2006 (restated) and 2005           5
      Condensed Statements of Cash Flows for the three months ended March 31, 2006 (restated) and 2005           6
      Notes to Unaudited Condensed Financial Statements                                                          7
     Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations             19
     Item 3.  Quantitative and Qualitative Disclosures About Market Risk                                        25
     Item 4.  Controls and Procedures                                                                           25

Part II - OTHER INFORMATION

     Item 6.  Exhibits                                                                                          28

     SIGNATURES                                                                                                 29

</TABLE>


                                       3
<PAGE>

Part I - Financial Information
Item 1.  Financial Statements

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

<TABLE>
<CAPTION>
                                                                  March 31, 2006         December 31, 2005
                                                                  --------------         -----------------
                               ASSETS                              (Restated -
                                                                    see note 9)
<S>                                                               <C>                      <C>
Current assets:
  Cash and cash equivalents                                       $  8,927,797             $  7,846,290
  Production receivable                                                689,244                1,439,190
  Prepaid expenses                                                      12,670                   22,170
                                                                  ------------             ------------
     Total current assets                                            9,629,711                9,307,650
                                                                  ------------             ------------
Salvage fund                                                         1,039,183                1,033,879
                                                                  ------------             ------------
Oil and gas properties
  Proved properties                                                 26,296,653               26,296,653
  Less:  accumulated depletion and amortization -
      proved properties                                             (5,354,420)              (4,132,572)
                                                                  ------------             ------------
     Total oil and gas properties, net                              20,942,233               22,164,081
                                                                  ------------             ------------
     Total assets                                                 $ 31,611,127             $ 32,505,610
                                                                  ============             ============

                        LIABILITIES AND MEMBERS' CAPITAL

Current liabilities:
  Due to affiliate (Note 6)                                       $    224,462             $          -
  Due to operators                                                      83,744                  216,985
  Accrued expenses payable                                             110,501                   43,438
                                                                  ------------             ------------
     Total current liabilities                                         418,707                  260,423
                                                                  ------------             ------------
Non-current liabilities:
  Asset retirement obligations                                          75,272                   74,435
                                                                  ------------             ------------
     Total non-current liabilities                                      75,272                   74,435
                                                                  ------------             ------------
     Total liabilities                                                 493,979                  334,858
                                                                  ------------             ------------
Commitment and contingencies (Note 8)

Members' capital:
  Manager:
     Distributions                                                    (290,189)                (214,461)
     Accumulated deficit                                               (19,590)                (154,173)
                                                                  ------------             ------------
     Manager's total                                                  (309,779)                (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                                                  (1,983,802)              (1,215,272)
     Accumulated deficit                                           (29,673,592)             (29,329,663)
                                                                  ------------             ------------
     Shareholders' total                                            31,426,927               32,539,386
                                                                  ------------             ------------
     Total members' capital                                         31,117,148               32,170,752
                                                                  ------------             ------------
     Total liabilities and members' capital                       $ 31,611,127             $ 32,505,610
                                                                  ============             ============



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

                                     4
<PAGE>

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

<TABLE>
<CAPTION>
                                                                            Three months ended
                                                                                March 31,
                                                                       2006                   2005
                                                                       ----                   ----
                                                                   (Restated -
                                                                    see note 9)
<S>                                                               <C>                      <C>
Revenue
  Oil and gas revenues                                            $ 1,104,674              $   422,278
                                                                  -----------              -----------
Expenses
  Dry-hole costs                                                       42,406                2,367,978
  Depletion and amortization                                        1,221,848                  662,322
  Management fees to affiliate (Note 6)                                     -                  442,875
  Lease operating expenses                                             83,744                   65,283
  Accretion expense                                                       837                      269
  Other general and administrative expenses                            44,748                   21,103
                                                                  -----------              -----------
     Total expenses                                                 1,393,583                3,559,830
                                                                  -----------              -----------
     Loss from operations                                            (288,909)              (3,137,552)

Other income
  Interest income                                                      79,563                   62,629
                                                                  -----------              -----------
     Total other income                                                79,563                   62,629
     Net loss                                                     $  (209,346)             $(3,074,923)
                                                                  ===========              ===========
     Manager - Net income (loss)                                  $   134,583              $   (45,727)
     Shareholders - Net loss                                      $  (343,929)             $(3,029,196)
     Net loss per share                                           $      (715)             $    (6,302)



 The accompanying notes are an integral part of these unaudited condensed financial statements.

</TABLE>

                                      5
<PAGE>

                          RIDGEWOOD ENERGY K FUND, LLC
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                        Three months ended March 31,
                                                                        2006                    2005
                                                                        ----                    ----
                                                                    (Restated -
                                                                     see note 9)
<S>                                                                 <C>                     <C>
Cash flows from operating activities
  Net loss                                                          $   (209,346)            $ (3,074,923)
  Adjustments to reconcile net loss to net cash provided by
    (used in) operating activities
    Depletion and amortization                                         1,221,848                 662,322
    Dry-hole costs                                                        42,406               2,367,978
    Accretion expense                                                        837                     269
    Changes in assets and liabilities
      Decrease (increase) in production receivable                       749,946                (109,350)
      Decrease in prepaid expenses                                         9,500                  13,321
      Increase in due to affiliate                                         7,477                       -
      Increase in due to operators                                        83,744                  65,283
      Increase (decrease) in accrued expenses payable                     67,063                  (9,123)
                                                                    ------------            ------------
      Net cash provided by (used in) operating activities              1,973,475                 (84,223)
                                                                    ------------            ------------

Cash flows from investing activities
  Payments to operators for working interests and expenditures                 -              (1,458,094)
  Capital expenditures for oil and gas properties                        (42,406)             (4,512,135)
  Interest income reinvested - salvage fund                               (5,304)                 (6,905)
                                                                    ------------            ------------
      Net cash used in investing activities                              (47,710)             (5,977,134)
                                                                    ------------            ------------

Cash flows from financing activities
  Distributions                                                         (844,258)                      -
                                                                    ------------            ------------
      Net cash used in financing activities                             (844,258)                      -
                                                                    ------------            ------------
      Net  increase (decrease) in cash and cash equivalents            1,081,507              (6,061,357)
      Cash and cash equivalents, beginning of period                   7,846,290              17,856,965
                                                                    ------------            ------------
      Cash and cash equivalents, end of period                      $  8,927,797            $ 11,795,608
                                                                    ============            ============

Supplemental schedule of non-cash operating activities:
      Advances used for capital expenditures in oil and gas
        properties reclassified to proved properties                $          -            $  6,000,520
                                                                    ============            ============
      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>

                                     6
<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 period ended December 31, 2005 included in the Fund's 2005
Annual Report on form 10-K/A filed with the Securities and Exchange Commission
("SEC").


                                      7
<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 March 31, 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, thus the balance is not reflected in
due to affiliates.

                                       8

<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 of approximately $1.1 million
and $0.4 million for the three months ended March 31, 2006 and 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 March 31, 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 three
                                                        months ended
                                                       March 31, 2006
                                                       --------------
            Balance - Beginning of period                 $74,435
            Accretion expense                                 837
                                                          -------
            Balance - End of period                       $75,272
                                                          =======

In March 2005, the FASB issued FASB Interpretation ("FIN") No. 47, "Accounting
for Conditional Asset Retirement Obligations" ("FIN 47"). This interpretation

                                      9
<PAGE>


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 months ended March
31, 2006 and 2005, no impairments were recorded.


     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 March 31, 2006, and December 31, 2005, the Fund had accumulated depletion
and amortization of approximately $5.4 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.

     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 March 31, 2006 and December 31, 2005,
bank balances exceeded federally insured limits by approximately $8.7 million
and $7.6 million, respectively. The Fund maintains bank deposits with accredited
financial institutions to mitigate such risk.

                                      10
<PAGE>

     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 March 31, 2006
will mature in August 2006.


     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 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 was effective for accounting changes and
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.

                                      11
<PAGE>


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 $42
thousand and $2.4 million, respectively for the three months ended March 31,
2006, and 2005. As of March 31, 2006 and December 31, 2005, the Fund had no
capitalized exploratory well costs greater than one year.

5.   Distributions

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

                                     12
<PAGE>

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 $0.8 million and nil
for the three months ended March 31, 2006 and 2005, respectively.

The Manager received distributions of approximately $76 thousand and nil for the
three months ended March 31, 2006 and 2005, respectively.


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 months ended
March 31, 2006 and 2005, management fees were nil and approximately $0.4
million, respectively.


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 March 31, 2006, approximately $0.2 million was due to Manager
relating to capital expenditures paid by the 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.

7.   Fair Value of Financial Instruments

As of March 31, 2006 and for the period ended 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.

                                      13
<PAGE>

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 March 31, 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.   Restatement of Previously Issued Financial Statements


Subsequent to the issuance of the Fund's financial statements as of and for the
quarter ended March 31, 2006, management identified accounting errors.
Accordingly, the Fund has restated the March 31, 2006 financial statements in
this Form 10-Q/A (Amendment No. 1).


The financial statements as of and for the three months ended March 31, 2006
have been restated to reflect the following adjustments:


     o    Depletion and amortization, which was erroneously recorded for the
          period ended March 31, 2006, has been corrected, resulting in
          approximately a $33 thousand decrease in depletion and amortization
          expense, and a corresponding decrease in accumulated depletion and
          amortization - proved properties. Accumulated depletion and
          amortization - proved properties was decreased by the Fund's 2005
          restatement adjustments of approximately $0.7 million.
     o    Oil and gas revenues, which was under accrued, has been corrected,
          resulting in approximately a $76 thousand increase in oil and gas
          revenues and a corresponding increase in production receivable.
          Production receivable was also impacted by the Fund's 2005 restatement
          adjustment of approximately $0.3 million resulting in a decrease in
          production receivable of approximately $0.3 million.


                                      14
<PAGE>


     o    Lease operating expenses, which was under accrued, has been corrected,
          resulting in approximately a $33 thousand increase in lease operating
          expenses and a corresponding increase in due to operators.
     o    Proved property costs which were overstated at March 31, 2006 have
          been corrected, resulting in approximately a $0.3 million decrease in
          proved properties and a corresponding decrease in due to affiliate.
     o    Accretion expense, which was erroneously recorded, was corrected,
          resulting in approximately a $2 thousand decrease in accretion expense
          and a corresponding decrease in asset retirement obligations. Asset
          retirement obligations was also impacted by the Fund's 2005
          restatement adjustment of approximately $800 related to accretion
          expense resulting in an decrease in asset retirement obligations of
          approximately $800.
     o    In the restatement of the Fund's 2005 financial statements, the Fund
          recorded a reduction of proved properties and lease operating expenses
          of approximately $0.4 million and $0.1 million, respectively with a
          corresponding decrease in due to operators of approximately $0.5
          million. Correction of this error resulted in an approximate $0.4
          million decrease in proved properties as of March 31, 2006 and
          approximately a $0.5 million decrease in due to affiliates as of March
          31, 2006.
     o    In the restatement of the Fund's 2005 financial statements, the Fund
          recorded an impairment of proved properties of approximately $4.0
          million. Correction of this error resulted in an approximate $4.0
          decrease in proved properties as of March 31, 2006.

The above corrections resulted in approximately a $78 thousand decrease in net
loss, which resulted in approximately a $71 thousand decrease in shareholders'
accumulated deficit and approximately a $7 thousand decrease in manager's
accumulated deficit. Shareholder's accumulated deficit and manager's accumulated
deficit were also impacted by the Fund 2004 and 2005 restatement adjustments,
which resulted in an approximate $3.5 million increase in shareholder's
accumulated deficit and an approximate $21 thousand increase in manager's
accumulated deficit.


The following tables summarize the effects of the restatement on the Fund's 2006
balance sheet and statement of operations:


                                      15
<PAGE>

Balance Sheet Effects:

<TABLE>
<CAPTION>
                                                      March 31, 2006
                                                      As Previously                               March 31, 2006
                      ASSETS                             Reported             Adjustments          As Restated
                                                         --------             -----------          -----------
<S>                                                         <C>                  <C>                    <C>
Current assets:
  Production receivable                                     884,292              (195,048)              689,244
     Total current assets                                 9,824,759              (195,048)            9,629,711
  Proved properties                                      30,706,659            (4,410,006)           26,296,653
  Less: accumulated depletion and amortization -
       proved properties                                 (6,038,054)              683,634            (5,354,420)
     Total oil and gas properties, net                   24,668,605            (3,726,372)           20,942,233
     Total assets                                      $ 35,532,547          $ (3,921,420)          $31,611,127

         LIABILITIES AND MEMBERS' CAPITAL

Current liabilities:
  Due to affiliate (Note 6)                            $    696,783          $   (472,321)         $    224,462
  Due to operators                                           50,879                32,865                83,744
  Accrued expenses payable                                  110,502                    (1)              110,501
     Total current liabilities                              858,164              (439,457)              418,707
Non-current liabilities:
  Asset retirement obligations                               77,787                (2,515)               75,272
     Total non-current liabilities                           77,787                (2,515)               75,272
     Total liabilities                                      935,951              (441,972)              493,979
Members' capital:
  Manager:
     Accumulated deficit                                     (4,740)               14,850                19,590
     Manager's total                                       (294,929)               14,850              (309,779)
  Shareholders:
     Accumulated deficit                                (26,208,994)           (3,464,598)          (29,673,592)
     Shareholders' total                                 34,891,525            (3,464,598)           31,426,927
     Total members' capital                              34,596,596            (3,479,448)           31,117,148
     Total liabilities and members' capital            $ 35,532,547          $ (3,921,420)         $ 31,611,127
</TABLE>

Statement of Operations Effects:

<TABLE>
<CAPTION>
                                                     For the three
                                                      months ended                                For the three
                                                     March 31, 2006                                months ended
                                                     As Previously                                March 31, 2006
                                                        Reported              Adjustments          As Restated
                                                        --------              -----------          -----------
<S>                                                   <C>                     <C>                  <C>
Revenue
  Oil and gas revenues                                  $ 1,029,167           $    75,507          $ 1,104,674
Expenses
  Depletion and amortization                              1,255,095               (33,247)           1,221,848
  Lease operating expenses                                   50,879                32,865               83,744
  Accretion expense                                           2,507                (1,670)                 837
     Total expenses                                       1,395,635                (2,052)           1,393,583

     Loss from operations                                  (366,468)               77,559             (288,909)
     Net loss                                           $  (286,905)          $    77,559          $  (209,346)
     Manager - Net income (loss)                        $   127,827                 6,756          $   134,583
     Shareholders - Net loss                            $  (414,732)          $    70,803          $  (343,929)
     Net loss per share                                 $      (863)          $       147          $       715
</TABLE>


In addition to the cash flow statement impact of the above restatements, the
statement of cash flows for the three months ended March 31, 2006 has also been
restated for the following:

                                      16
<PAGE>

o        Interest earned on the salvage fund which was originally classified as
         an operating activity has been corrected to be properly reflected as an
         investing activity, resulting in approximately a $5 thousand increase
         to cash provided by operating activities and a corresponding increase
         in cash used in investing activities.


Statement of Cash Flow Effects:
<TABLE>
<CAPTION>
                                                                  For the three
                                                                   months ended                         For the three
                                                                  March 31, 2006                         months ended
                                                                  As Previously                         March 31, 2006
                                                                     Reported          Adjustments        As Restated
                                                                     --------          -----------        -----------
<S>                                                                <C>                <C>                <C>
Cash flows from operating activities
  Net loss                                                         $  (286,905)       $    77,559        $  (209,346)
  Adjustments to reconcile net loss to net cash provided by
    operating activities
    Depletion and amortization                                       1,255,095            (33,247)         1,221,848
    Accretion expense                                                    2,507             (1,670)               837
    Interest collected on salvage fund                                  (5,304)             5,304                  -
      Increase in production receivable                                825,453            (75,507)           749,946
      Increase in due to affiliate                                           -              7,477              7,477
      Decrease in due to operators                                      58,355             25,389             83,744
         Net cash provided by operating activities                   1,968,170              5,305          1,973,475
Cash flows from investing activities
    Interest income reinvested - salvage fund                                -             (5,304)            (5,304)
         Net cash used in investing activities                         (42,406)            (5,304)           (47,710)
Supplemental schedule of non-cash operating activities:
      Reclassification of due to operators, to due to affiliate    $   696,783        $  (479,798)       $   216,985
</TABLE>



                                      17
<PAGE>

10.     Subsequent Events


On June 29, 2006, the Fund was informed by Chevron Corporation ("Chevron"), the
Operator of Mobile 946, that the well being drilled by Chevron did not have
commercially productive quantities of either oil or natural gas and has
therefore been deemed a dry-hole. The Fund owns a 5.7% working interest in
Mobile 946. Total cumulative dry-hole costs, inclusive of plug and abandonment
charges, were approximately $0.8 million recorded in the second quarter of 2006.


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
West Delta 67              LA        3.75%     Q2 2007
West Delta 68              LA        3.75%     Q2 2007


                                     18
<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/A, Amendment No. 1, 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/A 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/A 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/A 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/A for a presentation of the
Fund's critical accounting principles. No changes have been made to our critical
accounting policies and estimates since the filing of the Form 10-K/A.

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

                                      19
<PAGE>

offering shares in a private offering on April 22, 2004. As a result of such
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. On
October 2005 and April 2006, the Manager waived its rights to collect management
fees and cash distributions, respectively.


                                      20
<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

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>
                                                      Costs
                                                    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-completion in progress
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>


                                       21
<PAGE>

Results of Operations

The following Results of Operations should be read in conjunction with our
financial statements and the notes hereto beginning on page 4. Management's
discussion and analysis has been revised for the effects of the restatement as
discussed in Note 9 to the financial statements.

Three Months Ended March 31, 2006 compared to Three Months ended March 31, 2005

Net loss. Net loss for the three months ended March 31, 2006 was approximately
$0.2 million a decrease of $2.9 million, or 93% compared to approximately $3.1
million for the three months ended March 31, 2005. The decrease is discussed
below.

Oil and gas revenues. Oil and natural gas revenues for the three months ended
March 31, 2006 were approximately $1.1 million, an increase of approximately
$0.7 million, or 162% compared to $0.4 million for the three months ended March
31, 2005. This increase is predominately the result of increased production
volume for both oil and natural gas and an increase in average sales price per
one thousand cubic feet ("MCFE") for both oil and natural gas. Production volume
for oil increased from approximately 4.4 million MCFEs to 10.2 million MCFEs, or
131%. Average sales price for oil increased from approximately $8.27 per MCFE to
$11.24 per MCFE, or 36%. Production volume for natural gas increased from
approximately 54 thousand MCFEs to 110 thousand MCFEs, or 104%. Average sales
price for natural gas increased from approximately $7.75 per MCFE to $9.00 per
MCFE, or 16%.

Dry-hole costs. Dry-hole costs for the three months ended March 31, 2006 were
approximately $42 thousand, a decrease of approximately $2.3 million, or 98%
compared to $2.4 million for the three months ended March 31, 2005. This
decrease is predominately the result of the Fund's reduction of exploratory
drilling activity. The costs in 2005 related to a project drilling in 2004 that
was determined to be a dry-hole in January 2005. Costs in 2006 related to
projects determined to be dry-holes in the prior year.

Depletion and amortization. Depletion and amortization for the three months
ended March 31, 2006 was approximately $1.2 million, an increase of
approximately $0.5 million, or 84% compared to $0.7 million for the three
months ended March 31, 2005. This increase is predominately the result of
increased production reserve volumes in 2006 compared to 2005 and an increase in
the depletion and amortization rate for 2006.

Management fees. Management fees for the three months ended March 31, 2006 were
nil, a decrease of approximately $0.4 million, or 100% compared to $0.4 million
for the three months ended March 31, 2005. This decrease is the result of the
Manager's election to waive its 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 three months
ended March 31, 2006 lease operating expenses were approximately $84 thousand,
an increase of approximately $19 thousand, or 28% compared to $65 thousand for
the three months ended March 31, 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 three months ended March 31, 2006 were approximately $45
thousand, an increase of approximately $24 thousand, or 112% compared to $21
thousand for the three months ended March 31, 2005. This increase is
predominately the result of an increase in accounting fees offset by a decrease
in insurance costs.

                                       22
<PAGE>

Other Income. Other income for the three months ended March 31, 2006 was
approximately $80 thousand, an increase of approximately $17 thousand, or 27%
compared to $63 thousand for the three months ended March 31, 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 three months ended March 31,
2006 were approximately $2.0 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 used in operating activities for the three months ended March 31,
2005 were approximately $84 thousand, primarily related to cash expenditures for
management fees and lease operating expenses partially offset by production
revenue.

Cash flows used in investing activities for the three months ended March 31,
2006 were approximately $48 thousand, 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 three months ended March 31,
2005 were approximately $6.0 million, primarily related to payments to operators
for working interests and expenditures of approximately $1.5 million and
approximately $4.5 million for capital expenditures for oil and gas properties.

Cash flows used in financing activities for the three months ended March 31,
2006 were approximately $0.8 million related to distributions to shareholders
and the Manager.

There were no cash flows from financing activities for the three months ended
March 31, 2005.

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 March 31, 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:

                                       23
<PAGE>

Estimated Capital Expenditures

As of March 31, 2006
In thousands
                                               Spent Through
                              Total Project       March 31,       To be Spent
Projects                          Costs            2006          Next 12 Months
                                  -----            ----          --------------
       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
                                 =======         =======             ======

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


                                       24
<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 three months
ended March 31, 2006, does not differ materially from that discussed 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 March 31, 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.

                                      25
<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
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 March 31, 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

                                       26
<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.

                                       27
<PAGE>

Part II. Other Information

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.




                                      28
<PAGE>

                                   SIGNATURES


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

Dated:  February 20, 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 20, 2007
                              By:     /s/  KATHLEEN P. MCSHERRY
                                    Name:  Kathleen P. McSherry
                                   Title:  Senior Vice President and
                                           Chief Financial Officer
                                           (Principal Financial and
                                           Accounting Officer)



                                       29
<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.



                                      30