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 September 30, 2005
                                       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 November 14, 2005, is a
result of the restatement of our financial statements as of and for the three
and nine months ended September 30, 2005.

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) reclassification of the salvage fund from
cash and cash equivalents, (3) accruals for dry-hole costs, property, oil and
gas revenue, insurance expenses, and lease operating expenses, (4) erroneous
calculations of depletion and amortization, and (5) recording of asset
retirement obligations and related accretion expense.

This Form 10-Q/A also reflects the effects of restatements to prior periods. The
restatements are described in more detail in Note 9 to the 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 September 30, 2005 (restated) and December 31, 2004                                 4
      Condensed Statements of Operations for the three and nine months ended September 30, 2005 (restated),
         for the three months ended September 30, 2004 and for the period March 1, 2004 (Inception) through
         September 30, 2004                                                                                              5
      Condensed Statements of Cash Flows for the nine months ended September 30, 2005 (restated)
         the period March 1, 2004 (Inception) through December 31, 2004                                                  6
      Notes to Unaudited Condensed Financial Statements                                                                  7
     Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations                     21
     Item 3.  Quantitative and Qualitative Disclosures About Market Risk                                                28
     Item 4.  Controls and Procedures                                                                                   28

Part II - OTHER INFORMATION

     Item 6.  Exhibits                                                                                                  31

     SIGNATURES                                                                                                         32
</TABLE>

                                       3


<PAGE>

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

<TABLE>
<CAPTION>
                                                                                September 30, 2005    December 31, 2004
                                                                                ------------------    -----------------
                                                                                    (Restated -
                                                                                     see note 9)
<S>                                                                                   <C>                 <C>
                                     ASSETS
Current assets:
    Cash and cash equivalents                                                         $  8,030,587         $ 17,856,965
    Production receivable                                                                1,009,093              320,099
    Prepaid expenses                                                                        31,670               31,081
                                                                                      ------------         ------------
       Total current assets                                                              9,071,350           18,208,145
                                                                                      ------------         ------------
Salvage fund                                                                             1,025,530            1,004,754
                                                                                      ------------         ------------
Oil and gas properties
    Advances to operators for working interests and expenditures                                 -            9,201,357
    Proved properties                                                                   30,138,934            7,897,318
    Unproved properties                                                                          -            8,264,475
    Less:  accumulated depletion and amortization - proved properties                   (3,517,928)            (719,625)
                                                                                      ------------         ------------
       Total oil and gas properties, net                                                26,621,006           24,643,525
                                                                                      ------------         ------------
       Total assets                                                                   $ 36,717,886         $ 43,856,424
                                                                                      ============         ============

                        LIABILITIES AND MEMBERS' CAPITAL
Current liabilities:
    Due to operators                                                                  $     56,167         $  1,219,488
    Accrued expenses payable                                                                84,277               20,873
                                                                                      ------------         ------------
       Total current liabilities                                                           140,444            1,240,361
                                                                                      ------------         ------------
Non-current liabilities:
    Asset retirement obligations                                                            73,513               18,368
                                                                                      ------------         ------------
       Total non-current liabilities                                                        73,513               18,368
                                                                                      ------------         ------------
    Total Liabilities                                                                      213,957            1,258,729
                                                                                      ------------         ------------
Commitments and contingencies (Note 8)

Members' capital:
    Manager:
       Distributions                                                                       (83,333)                   -
       Accumulated deficit                                                                (309,006)            (294,063)
                                                                                      ------------         ------------
       Manager's total                                                                    (392,339)            (294,063)
                                                                                      ------------         ------------
    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                                                                      (472,217)                   -
       Accumulated deficit                                                             (25,715,836)         (20,192,563)
                                                                                      ------------         ------------
       Shareholders' total                                                              36,896,268           42,891,758
                                                                                      ------------         ------------
       Total members' capital                                                           36,503,929           42,597,695
                                                                                      ------------         ------------
       Total liabilities and members' capital                                         $ 36,717,886         $ 43,856,424
                                                                                      ============         ============


       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>
                                                                                                                For the period
                                                                                          For the nine          March 1, 2004
                                                          Three months ended              months ended        (Inception) through
                                                            September 30,                 September 30,          September 30,
                                                       2005              2004                2005                    2004
                                                       ----              ----                ----                    ----
                                                    (Restated -                           (Restated -
                                                    see note 9)                           see note 9)
<S>                                                <C>                <C>                <C>                <C>
Revenue
    Oil and gas revenues                           $ 1,001,926        $         -        $ 1,991,859             $         -
                                                   -----------        -----------        -----------             -----------
Expenses
    Investment fees to affiliate (Note 6)                    -            600,164                  -               3,240,070
    Dry-hole costs                                      98,970                  -          3,242,253                       -
    Depletion and amortization                       1,192,973                  -          2,798,303                       -
    Accretion expense                                      393                  -              1,055                       -
    Management fees to affiliate (Note 6)              442,875            667,407          1,328,625                 743,782
    Lease operating expenses                            48,737                  -            217,441                       -
    Other general and administrative expenses          113,458             55,824            156,938                 108,834
                                                   -----------        -----------        -----------             -----------
      Total expenses                                 1,897,406          1,323,395          7,744,615               4,092,686
                                                   -----------        -----------        -----------             -----------
      Loss from operations                            (895,480)        (1,323,395)        (5,752,756)             (4,092,686)

Other income
    Interest income                                     74,072            139,526            214,540                 166,005
                                                   -----------        -----------        -----------             -----------
      Total other income                                74,072            139,526            214,540                 166,005
      Net loss                                     $  (821,408)      $ (1,183,869)       $(5,538,216)            $(3,926,681)
                                                    ===========       ===========        ===========             ===========
      Manager - Net income (loss)                  $    47,345       $   (113,091)       $   (14,943)            $  (158,633)
      Shareholders - Net loss                      $  (868,753)      $ (1,070,778)       $(5,523,273)            $(3,768,048)
      Net loss per share                           $    (1,807)      $     (2,228)       $   (11,490)            $    (7,839)


           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>
                                                                                                    For the period
                                                                           For the nine              March 1, 2004
                                                                           months ended          (Inception) through
                                                                           September 30,             September 30,
                                                                               2005                      2004
                                                                               ----                      ----
                                                                            (Restated -
                                                                            see note 9)
<S>                                                                        <C>                     <C>
Cash flows from operating activities
    Net loss                                                               $ (5,538,216)               $ (3,926,681)
    Adjustments to reconcile net loss to net cash
      Provided by (used in) operating activities
      Dry-hole costs                                                          3,242,253                           -
      Depletion and amortization                                              2,798,303                           -
      Accretion expense                                                           1,055                           -
      Changes in assets and liabilities
        Increase in production receivable                                      (688,994)                          -
        Increase in prepaid expenses                                               (589)                    (33,218)
        Increase in due to operators                                            214,688                           -
        Increase in due to affiliate                                                  -                     350,002
        Increase in accrued expenses payable                                     63,404                      50,000
                                                                           ------------                ------------
        Net cash provided by (used in) operating activities                      91,904                 (3,559,897)
                                                                           ------------                ------------
Cash flows from investing activities
    Capital expenditures for oil and gas properties                          (9,341,956)                 (9,383,866)
    Interest income reinvested - salvage fund                                   (20,776)                          -
                                                                           ------------                ------------
        Net cash used in investing activities                                (9,362,732)                 (9,383,866)
                                                                           ------------                ------------
Cash flows from financing activities
    Contributions from shareholders                                                   -                  70,729,127
    Syndication costs paid                                                            -                  (7,612,558)
    Distributions paid                                                         (555,550)                          -
                                                                           ------------                ------------
        Net cash (used in) provided by financing activities                    (555,550)                 63,116,569
                                                                           ------------                ------------
        Net (decrease) increase in cash
         and cash equivalents                                                (9,826,378)                 50,172,806
        Cash and cash equivalents, beginning of period                       17,856,965                           -
                                                                           ------------                ------------
        Cash and cash equivalents, end of period                           $  8,030,587                $ 50,172,806
                                                                           ------------                ------------
Supplemental schedule of non-cash investing activities
        Advances used for capital expenditures in oil and
           gas properties reclassified to proved properties                $  9,201,357                $          -
                                                                           ============                ============


   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 Fund began
earning revenue in November 2004 from these operations.

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, 2004 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 September 30, 2005 and December 31, 2004, amounts recorded in due to
operators totaling nil and $1.2 million, respectively, related to the
acquisition of oil and gas property. In 2005, the Fund paid the December 31,
2004 due to operators balance.


                                        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 approximating $1.0 million and
$2.0 million for the three and nine months ended September 30, 2005, compared to
nil for both the three months ended September 30, 2004 and for the period March
1, 2004 (Inception) through September 30, 2004.

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 the Fund, a payable to
other working interest owners will be recorded. As of September 30, 2005 and
December 31, 2004, 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,
                                                    2005
                                                    ----
           Balance - Beginning of period          $  18,368
           Liabilities incurred                     539,216
           Liabilities settled                     (485,126)
           Accretion expense                          1,055
                                                  ---------
           Balance - End of period                $  73,513
                                                  =========


                                        9
<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. FIN 47 is
effective for calendar year-end entities no later than December 31, 2005. The
Fund does not expect the adoption of FIN 47 to have an impact on the Fund's 2005
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. As of September 30, 2005 and
December 31, 2004, no impairment 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 September 30, 2005, and December 31, 2004, the Fund had accumulated
depletion and amortization of approximately $3.5 million and $0.7 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.

                                       10
<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, 2005 and December 31,
2004, bank balances exceeded federally insured limits by approximately $7.8
million and $17.7 million, respectively inclusive of the salvage fund. 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. As of September 30, 2005 and December 31,
2004, the Fund had no investments in US Treasury Notes.

     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

                                       11
<PAGE>

of the accounting change. SFAS No. 154 is effective for accounting changes and
corrections of errors made in fiscal years beginning after December 15, 2005.
The adoption of SFAS No. 154 is not expected to have an impact on the 2006
financial statements.

In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable Interest
Entities", ("FIN 46") which changes the criteria by which one company includes
another entity in its consolidated financial statements. FIN 46 requires a
variable interest entity to be consolidated by a company if that company is
subject to a majority of the risk of loss from the variable interest entity's
activities or entitled to receive a majority of the entity's residual returns or
both. The consolidation requirements of FIN 46 apply immediately to variable
interest entities created after December 31, 2003, and apply in the first fiscal
period ending after March 15, 2004, for variable interest entities created prior
to January 1, 2004. In December 2003, the FASB issued a revision of FIN 46 ("FIN
46R") to clarify some of the provisions and to exempt certain entities from its
requirements. The Fund has applied the provisions of FIN 46R effective December
31, 2004, with 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.
FSP 115-1 and 124-1 is effective for reporting periods beginning after December
15, 2005. The adoption of FSP 115-1 and 124-1 is not expected to have an impact
on the 2006 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.


                                       12
<PAGE>

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 $3.2 million for the three and nine months ended September 30, 2005,
compared to nil for the three months ended and for the period March 1, 2004
(Inception) through September 30, 2004, respectively. As of September 30, 2005
and December 31, 2004, the Fund had no capitalized exploratory well costs
greater than one year.

The following table summarizes unproved properties and related activity for the
nine months ended September 30, 2005.

                                                            For the nine
                                                            months ended
                                                         September 30, 2005
                                                         ------------------
Balance - Beginning of period                             $     8,264,475

Additions to capitalized exploratory well costs
 pending the determination of proved reserves                         -
Reclassifications to proved properties based on
 the determination of proved reserves                          (8,264,475)
                                                         ------------------
Balance - End  of period                                   $          -
                                                         ==================

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.

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 $0.5 million for the
nine months ended September 30, 2005. There were no distributions paid by the
Fund in 2004.

The Manager received distributions of approximately $0.1 million for the nine
months ended September 30, 2005. There were no distributions paid by the Fund in
2004.

6.   Related Parties

The Manager was paid a one time investment fee of 4.5% of initial capital
contributions. Fees are payable for services of investigating and evaluating
investment opportunities and effecting transactions. Investment fees of
approximately $0.6 million and $3.2 million were incurred and paid for the three
months ended September 30, 2004 and for the period March 1, 2004 (Inception)
through September 30, 2004, respectively. There were no investment fees incurred
or paid in 2005.

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.

                                       13
<PAGE>

For the three and nine months ended September 30, 2005, management fees were
approximately $0.4 million and approximately $1.3 million, respectively. For
both the three months ended September 30, 2004 and for the period March 1, 2004
(Inception) through September 30, 2004, management fees were approximately $0.7
million.

In 2004, the Manager was paid an offering fee of approximately $2.5 million,
which approximated 3.5% of capital contributions to cover expenses incurred in
the offer and sale of shares of the Fund. Such offering fee is included in
syndication costs (Note 2). There were no offering fees incurred in 2005.

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. No amount was outstanding as of September 30, 2005 and December 31,
2004.

In 2004, Ridgewood Securities Corporation, a registered broker-dealer affiliated
with the Manager was paid selling commissions and placement fees of
approximately $0.2 million and $0.7 million, respectively; for shares sold of
the Fund which are reflected in syndication costs (Note 2).

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 September 30, 2005 and for the period ended December 31, 2004, 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, 2005 and December 31,
2004, there were no known environmental contingencies that required the Fund to
record a liability.

                                       14
<PAGE>

     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
nine months ended September 30, 2005, management identified accounting errors.
Accordingly, the Fund has restated the September 30, 2005 financial statements
in this Form 10-Q/A (Amendment No. 1).

The financial statements as of September 30, 2005 and for the three and nine
months ended September 30, 2005 have been restated to reflect the following
adjustments:

     o    Oil and gas revenues, which was under accrued, has been corrected,
          resulting in approximately a $169 thousand and a $96 thousand increase
          in oil and gas revenues for the three and nine months ended September
          30, 2005 and a $96 thousand increase in production receivable.
     o    Dry-hole costs incurred in the first quarter of 2005 which were
          erroneously accrued in 2004 have been corrected, resulting in
          approximately a $1.9 million increase in dry-hole costs for the nine
          months ended September 30, 2005.
     o    Depletion and amortization, which was erroneously calculated, has been
          corrected, resulting in approximately a $0.3 million and $0.6 million
          decrease in depletion and amortization expense for the three and nine
          months ended September 30, 2005 and a $0.6 million increase in
          accumulated depletion and amortization - proved properties as of
          September 30, 2005. In addition, the December 31, 2004 balance of
          accumulated depletion and amortization - proved properties was
          restated and resulted in an approximately $0.2 million increase in the
          beginning balance of accumulated depletion and amortization - proved
          properties. Correction of this error resulted in an approximate $0.2
          million increase in accumulated depletion and amortization of June 30,
          2005.
     o    Accretion expense, which was erroneously recorded, has been corrected,
          resulting in approximately a $2 thousand and $1 thousand decrease in
          accretion expense for the three and nine months ended September 30,
          2005 and a $1 thousand decrease in asset retirement obligations as of
          September 30, 2005.
     o    Lease operating expenses, which were incorrectly recorded, have been
          corrected, resulting in approximately a $46 thousand increase and $2
          thousand decrease in lease operating expense for the three and nine
          months ended September 30, 2005 and a $2 thousand decrease in due to
          operators as of September 30, 2005.
     o    Insurance expenses, which were incorrectly recorded, have been
          corrected, resulting in approximately a $58 thousand and $0.2 million
          decrease in other general and administrative expenses for the three
          and nine months ended September 30, 2005 and a $0.2 million decrease
          in due to operators as of September 30, 2005.


                                       15
<PAGE>

     o    The salvage fund which was incorrectly included as cash and cash
          equivalents has been broken out separately into its own account,
          resulting in approximately a $1.0 million reclassification from cash
          and cash equivalents to salvage fund.
     o    Proved property costs relating to West Cameron 556, which were
          recorded as unproved properties, have been reclassed from unproved
          properties to proved properties, resulting in approximately an $11.5
          million increase in proved properties and a corresponding decrease in
          unproved properties. Additionally, $0.1 million of property costs
          related to West Cameron 556, which were not recorded, have been
          corrected, resulting in approximately a $0.1 million increase in
          proved properties and a corresponding increase in due to operators.
     o    Proved property costs relating to East Cameron 299, which were over
          accrued, have been corrected, resulting in approximately a $22
          thousand decrease in proved properties and a corresponding decrease in
          due to operators.
     o    Asset retirement obligations of approximately $35 thousand erroneously
          not recorded have been corrected resulting in an increase in proved
          properties and an increase in asset retirement obligations.

The above corrections resulted in approximately a $2.2 million increase in net
loss for the nine month period September 30, 2005, which resulted in
approximately a $2.2 million increase in shareholders' accumulated deficit and
approximately a $25 thousand decrease in manager's accumulated deficit.
Shareholder's accumulated deficit and manager's accumulated deficit were also
impacted by the Fund's previous 2004 financial statement restatement
adjustments, which resulted in approximately a $1.7 million decrease in
shareholder's accumulated deficit and an approximate $56 thousand decrease in
manager's accumulated deficit.

The following tables summarize the effects of the restatement on the Fund's 2005
balance sheet and statement of operations:


                                       16
<PAGE>

Balance Sheet Effects:

<TABLE>
<CAPTION>
                                                                September 30, 2005
                                                                  As Previously                          September 30, 2005
                      ASSETS                                        Reported           Adjustments           As Restated
                                                                    --------           -----------           -----------
<S>                                                               <C>                 <C>                   <C>
Current assets:
    Cash and cash equivalents                                     $  9,056,117        $ (1,025,530)         $  8,030,587
    Production receivable                                              913,183              95,910             1,009,093
       Total current assets                                         10,000,970            (929,620)            9,071,350
Salvage fund                                                                 -           1,025,530             1,025,530

Oil and gas properties
    Unproved properties                                             11,453,728         (11,453,728)                    -
    Proved properties                                               18,515,658          11,623,276            30,138,934
    Less:  accumulated depletion and amortization -                 (2,699,395)           (818,533)           (3,517,928)
       proved properties
       Total oil and gas properties, net                            27,269,991            (648,985)           26,621,006
       Total assets                                               $ 37,270,961          $ (553,075)         $ 36,717,886

                LIABILITIES AND MEMBERS' CAPITAL

Current liabilities:
    Due to operators                                              $    162,605        $   (106,438)         $     56,167
       Total current liabilities                                       246,882            (106,438)              140,444
Non-current liabilities:
    Asset retirement obligations                                        38,395              35,118                73,513
       Total non-current liabilities                                    38,395              35,118                73,513
    Total Liabilities                                                  285,277             (71,320)              213,957

Members' capital:
    Manager:
       Accumulated deficit                                            (389,518)             80,512              (309,006)
       Manager's total                                                (472,851)             80,512              (392,339)
    Shareholders:
       Accumulated deficit                                         (25,153,569)           (562,267)          (25,715,836)
       Shareholders' total                                          37,458,535            (562,267)           36,896,268
       Total members' capital                                       36,985,684            (481,755)           36,503,929
       Total liabilities and members' capital                     $ 37,270,961        $   (553,075)         $ 36,717,886
</TABLE>


                                       17
<PAGE>

Statement of Operations Effects:

<TABLE>
<CAPTION>
                              For the three
                               months ended                       For the three
                            September 30, 2005                    months ended
                              As Previously                     September 30, 2005
                                 Reported        Adjustments        As Restated
                                 --------        -----------        -----------
<S>                            <C>               <C>               <C>
Revenue
   Oil and gas revenues        $   832,699       $   169,227       $ 1,001,926

Expenses
   Depletion and amortization      933,826           259,147         1,192,973
   Accretion expense                 2,335            (1,942)              393
   Lease operating expenses          2,968            45,769            48,737
   Other general and
     administrative expenses       171,888           (58,430)          113,458

    Total expenses               1,652,862           244,544         1,897,406

    Loss from operations          (820,163)          (75,317)         (895,480)

    Net loss                   $  (746,091)      $   (75,317)      $  (821,408)

    Manager - Net loss         $    22,635       $    24,710       $    47,345

    Shareholders - Net loss    $  (768,726)      $  (100,027)      $  (868,753)
    Net loss per share         $    (1,599)      $      (208)       $   (1,807)


<CAPTION>
                              For the nine
                              months ended                         For the nine
                           September 30, 2005                      months ended
                             As Previously                      September 30, 2005
                                Reported        Adjustments         As Restated
                                --------        -----------         -----------
<S>                            <C>               <C>               <C>
Revenue
   Oil and gas revenues        $ 1,895,949       $    95,910       $ 1,991,859

Expenses
   Dry-hole costs                1,339,824         1,902,429         3,242,253
   Depletion and amortization    2,150,557           647,746         2,798,303
   Accretion expense                 2,335            (1,280)            1,055
   Lease operating expenses        219,893            (2,452)          217,441
   Other general and
     administrative expenses       394,412          (237,474)          156,938

    Total expenses               5,435,646         2,308,969         7,744,615

    Loss from operations        (3,539,697)       (2,213,059)       (5,752,756)

Other income
    Net loss                   $(3,325,157)      $(2,213,059)      $(5,538,216)


    Manager - Net loss         $   (39,829)      $    24,886       $    14,943

    Shareholders - Net loss    $(3,285,328)      $(2,237,945)      $(5,523,273)
    Net loss per share         $    (6,834)      $    (4,656)      $   (11,490)
</TABLE>


                                       18
<PAGE>

         In addition to the cash flow impact of the above restatement
         adjustments, the statement of cash flows statement for the nine months
         ended September 30, 2005 has also been restated for the following:

            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 $21 thousand increase to cash provided by
                  operating activities and a corresponding increase in cash used
                  in investing activities.
            o     Decreases in due to operators of approximately $0.4 million
                  relating to capital expenditures of oil and gas properties
                  which was previously included in operating cash flows has been
                  reclassified to cash flows used in investing activities to
                  properly reflect the amount as an increase in capital
                  expenditures for oil and gas properties.

Statement of Cash Flow Effects:

<TABLE>
<CAPTION>
                                                                For the nine months                          For the nine
                                                                ended September 30,                             months
                                                                      2005                                  ended September
                                                                  As Previously                                30, 2005
                                                                    Reported               Adjustments        As Restated
                                                                    --------               -----------        -----------
<S>                                                                <C>                   <C>                 <C>
Cash flows from operating activities
    Net loss                                                       $ (3,325,157)         $ (2,213,059)       $ (5,538,216)
    Adjustments to reconcile net loss to net cash
      used in operating activities
      Dry-hole costs                                                  1,339,824             1,902,429           3,242,253
      Depletion and amortization                                      2,150,557               647,746           2,798,303
      Accretion expense                                                   2,335                (1,280)              1,055
        Increase in production receivable                              (593,084)              (95,910)           (688,994)
        (Decrease) increase in due to operators                         127,074                87,614             214,688
        Net cash provided by (used in) operating activities            (235,636)              327,540              91,904

Cash flows from investing activities
    Capital expenditures for oil and gas properties                  (9,014,416)             (327,540)         (9,341,956)
    Interest income reinvested - salvage fund                                --               (20,776)            (20,776)

        Net cash used in investing activities                        (9,014,416)             (348,316)         (9,362,732)
        Net (decrease) increase in cash
         and cash equivalents                                        (9,805,602)              (20,776)         (9,826,378)
        Cash and cash equivalents, beginning of period               18,861,719            (1,004,754)         17,856,965
        Cash and cash equivalents, end of period                   $  9,056,117          $ (1,025,530)       $  8,030,587

Supplemental schedule of non-cash investing activities
        Advances used for capital expenditures in oil and          $          -          $  9,201,357        $  9,201,357
           gas properties reclassified to proved properties
        Asset retirement costs capitalized                         $     36,060          $    (36,060)       $          -

</TABLE>



                                       19
<PAGE>

10.      Subsequent Events

Beginning on October 1, 2005 and continuing for the remaining life of the Fund,
the Manager elected to waive its management fee.

Effective March 1, 2006 the Manager elected to reduce its distribution of
Available Cash from Operations to 1%, and effective April 1, 2006 the Manager
elected to permanently waive its distribution of Available Cash from Operations
for the remaining life of the Fund.

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 Mobil
946. Total cumulative dry-hole costs, inclusive of plug and abandonment charges,
were approximately $0.8 million recorded in 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


                                       20
<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.

Natural Gas and Oil Reserve Estimates

Natural gas and oil reserve quantities estimated by third party petroleum
engineer specialists are used to calculate depletion as well as used to estimate
future net cash flows when analyzing properties for impairment. These reserve
estimates are updated at least annually. The reserve estimates are based upon
the quality of available data and engineering and geological interpretation and
judgment. Revisions to the 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 future depletion expenses as well as
impairment of proved properties which could have a material impact on our future
results of operations, financial position and/or cash flows.

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


                                       21

<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.


                                       22
<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>
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>
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>
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>
                                                                  Costs
                                                                 Incurred
                                                                 through
                                             Working             12/31/06
     Well Name                    Offshore   Interest %       (in thousands)                Status
<S>                                 <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>

                                       23
<PAGE>

Results of Operations

The following Result of Operations should be read in conjunction with our
financial statements and notes thereto beginning on page 4. Management's
Discussion and Analysis has been revised for the effects of the restatement
discussed in Note 9 to the financial statements.

Nine Months Ended September 30, 2005 compared to the period March 1, 2004
(Inception) through September 30, 2004

Net loss. Net loss for the nine months ended September 30, 2005 was
approximately $5.5 million, an increase of approximately $1.6 million, or 41%
compared to $3.9 million for the period March 1, 2004 (Inception) through
September 30, 2004. The increase is discussed below.

Oil and gas revenues. Oil and natural gas revenues for the nine months ended
September 30, 2005 were approximately $2.0 million, an increase of approximately
$2.0 million, or 100% compared to nil for the period March 1, 2004 (Inception)
through September 30, 2004. This increase is the result of production for both
oil and natural gas in 2005 compared to 2004. Production volume for oil was
approximately 29 thousand MCFEs (one thousand cubic feet). Average sales price
for oil was approximately $8.16 per MCFE. Production volume for natural gas was
approximately 197 thousand MCFEs. Average sales price for natural gas decreased
from approximately $8.89 per MCFE.

Investment fees. The Manager is paid a one time investment fee of 4.5% of
initial capital contributions. The fee is payable for the service of
investigating and evaluating investment opportunities and affecting transactions
when the capital contributions are made. Investment fees incurred and paid for
the period March 1, 2004 (Inception) through September 30, 2004 were
approximately $3.2 million. There were no investment fees incurred or paid in
2005.

Dry-hole costs. Dry-hole costs for the nine months ended September 30, 2005 were
approximately $3.2 million, an increase of approximately $3.2 million, or 100%
compared to nil for the period March 1, 2004 (Inception) through September 30,
2004. This increase is predominately the result of the Fund incurring plug and
abandonment expenses relating to two projects determined to be dry-holes during
2005.

Depletion and amortization. Depletion and amortization for the nine months ended
September 30, 2005 was approximately $2.8 million, an increase of approximately
$2.8 million, or 100% compared to nil for the period March 1, 2004 (Inception)
through September 30, 2004. This increase is the result of production reserves
volumes in 2005 compared to no production in 2004.

Management fees. Management fees for the nine months ended September 30, 2005
were $1.3 million, an increase of approximately $0.6 million, or 79% compared to
$0.7 million for the period March 1, 2004 (Inception) through September 30,
2004. This increase is the result of the Fund having nine months of fees while
in the comparable period of 2004 the Fund experienced only five months of fees.

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, 2005 lease operating expenses were approximately $0.2
million, an increase of approximately $0.2 million, or 100% compared to nil for
the period March 1, 2004 (Inception) through September 30, 2004. This increase
is predominately the result of production activity in 2005 compared to no
production in 2004.

                                       24
<PAGE>

Other general and administrative expenses. Other general and administrative
expenses for the nine months ended September 30, 2005 were approximately $157
thousand, an increase of approximately $48 thousand, or 44% compared to $109
thousand for the period March 1, 2004 (Inception) through September 30, 2004.
This increase is predominately the result of an increase in both insurance costs
and accounting fees.

Other Income. Other income for the nine months ended September 30, 2005 was
approximately $215 thousand, an increase of approximately $49 thousand, or 29%
compared to $166 thousand for the period March 1, 2004 (Inception) through
September 30, 2004. This increase is predominately the result of production and
higher interest rates in 2005 compared to 2004. Additionally, the Fund had Money
Market accounts for nine months in 2005 whereas for the comparable period in
2004, the Fund only had accounts for approximately five months.

Three Months Ended September 30, 2005 compared to Three Months ended September
30, 2004

Net loss. Net loss for the three months ended September 30, 2005 was
approximately $0.8 million, a decrease of approximately $0.4 million, or 31%
compared to $1.2 million for three months ended September 30, 2004. The decrease
is discussed below.

Oil and gas revenues. Oil and natural gas revenues for the three months ended
September 30, 2005 were approximately $1.0 million, an increase of approximately
$1.0 million, or 100% compared to nil for the three months ended September 30,
2004. This increase is the result of production for both oil and natural gas in
2005 compared to 2004. Production volume for oil was approximately 14 thousand
MCFEs (one thousand cubit feet). Average sales price for oil was approximately
$8.59 per MCFE. Production volume for natural gas was approximately 75 thousand
MCFEs. Average sales price for natural gas was approximately $11.77 per MCFE.

Investment fees. The Manager is paid a one time investment fee of 4.5% of
initial capital contributions. The fee is payable for the service of
investigating and evaluating investment opportunities and affecting transactions
when the capital contributions are made. Investment fees incurred and paid for
the three months ended September 30, 2004 were approximately $0.6 million. There
were no investment fees incurred or paid in 2005.

Dry-hole costs. Dry-hole costs for the three months ended September 30, 2005 of
approximately $0.1 million, an increase of approximately $0.1 million, or 100%
compared to nil for the three months ended September 30, 2004. This increase is
predominately the result of the Fund incurring plug and abandonment expenses
relating to two projects determined to be dry-holes in 2005.

Depletion and amortization. Depletion and amortization for the three months
ended September 30, 2005 was approximately $1.2 million, an increase of
approximately $1.2 million, or 100% compared to nil for the three months ended
September 30, 2004. This increase is predominately the result of production
reserve volumes in 2005 compared to 2004.

                                       25
<PAGE>

Management fees. Management fees for the three months ended September 30, 2005
were $0.4 million, a decrease of approximately $0.3 million, or 34% compared to
$0.7 million for the three months ended September 30, 2004. This decrease is the
result of 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 three months
ended September 30, 2005 lease operating expenses were approximately $49
thousand, an increase of approximately $49 thousand, or 100% compared to nil for
the three months ended September 30, 2004. This increase is predominately the
result of production activity in 2005 compared to no production in 2004.

Other general and administrative expenses. Other general and administrative
expenses for the three months ended September 30, 2005 were approximately $113
thousand, an increase of approximately $57 thousand, or 103% compared to $56
thousand for the three months ended September 30, 2004. This increase is
predominately the result of an increase in accounting fees offset by a decrease
in insurance costs.

Other Income. Other income for the three months ended September 30, 2005 was
approximately $74 thousand, a decrease of approximately $66 thousand, or 47%
compared to $140 thousand for the three months ended September 30, 2004. This
decrease is predominately the result of a lower available cash balance in 2005
compared to 2004.

Capital Resources and Liquidity

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

Cash flows used in operating activities for the period March 1, 2004 (Inception)
through September 30, 2004 were approximately $3.6 million, relate to cash
expenditures for investment fees for the initial creation of the Fund.

Cash flows used in investing activities for the nine months ended September 30,
2005 were approximately $9.4 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 period March 1, 2004 (Inception)
through September 30, 2004 were approximately $9.4 million, primarily related to
capital expenditures for oil and gas properties.

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 the Manager.

Cash flows provided by financing activities for the period March 1, 2004
(Inception) through September 30, 2004 were approximately $63.1 million,
primarily related to $70.7 million for contributions from shareholders offset by

                                       26
<PAGE>

approximately $7.6 million for syndication costs paid.

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 September 30,
2005, 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, 2005
In thousands

<TABLE>
<CAPTION>
                                   Total Project           Spent Through              To be Spent
                                      Costs                 September 30             Next 12 Months
                                      -----                 ------------             --------------
<S>                                  <C>                      <C>                      <C>
Projects
  West Cameron 76 (i)                $ 4,376                  $     -                  $ 4,376
  West Cameron 556 (ii)               11,600                   11,454                      146
  East Cameron 299 (iii)              20,008                   19,801                      207
  High Island 53 (iv)                  9,831                    9,581                      250
                                     -------                  -------                  -------
                                     $45,815                  $40,836                  $ 4,979
                                     =======                  =======                  =======
</TABLE>

(i)    Assumes the wells are commercially successful. If one or more of the
       wells is dry, the development capital will be reallocated to one or more
       new unspecified projects.
(ii)   West Cameron 556 was determined to be a commercial success during the
       quarter and began producing in September 2005.
(iii)  East Cameron 299 project consists of three wells, as of June 30, 2005 the
       C-10 and C-11 wells are producing, the C-12 well is a dry-hole.
(iv)   High Island 53 well was determined to be a dry-hole in January 2005.



                                       27
<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, 2005, does not differ materially from that discussed in the
Fund's 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, 2005
("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.



                                       28
<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 September 30, 2005 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 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

                                       29
<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.


                                       30
<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.


                                       31
<PAGE>

                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Form 10-Q/A report 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)





                                       32
<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.



                                       33