UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20548
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported) June 8, 2006
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RIDGEWOOD ENERGY Q FUND, LLC
(Exact Name of Registrant as Specified in Charter)
Delaware 000-51927 84-1689138
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(State of Incorporation) (Commission (IRS Employer
File Number) ID Number)
1314 King Street, Wilmington, Delaware 19801
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (302) 888-7444
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2b)
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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EXPLANATORY NOTE
Ridgewood Energy Q Fund, LLC is filing this Form 8-K/A as Amendment No. 1
to its Current Report on Form 8-K (the "Form 8-K") filed with the United States
Securities and Exchange Commission ("SEC") on July 27, 2006 solely for the
purpose of filing as Exhibit 16.1 hereto the letter from Perelson Weiner LLP
addressed to the SEC pursuant to Item 304(a)(3) of Regulation S-K. The entire
content of the Form 8-K, as amended to provide for the filing of the letter, is
set forth below.
Item 4.01. Changes in Registrant's Certifying Accountant
On June 8, 2006, Ridgewood Energy Corporation, the manager of Ridgewood
Energy Q Fund, LLC (the "Fund"), dismissed Perelson Weiner LLP ("Perelson
Weiner") as the Fund's independent registered public accountants.
The Fund was formed on August 16, 2005 and filed its Registration Statement
on Form 10 in April 2006; thus, the period beginning August 16, 2005 and ended
December 31, 2005 was the Fund's first audited reporting period. Perelson
Weiner's audit report on the financial statements of the Fund for the period
August 16, 2005 (inception) through December 31, 2005 did not contain an adverse
opinion or disclaimer of opinion, nor was such report qualified or modified as
to uncertainty, audit scope or accounting principles.
From the date of inception of the Fund through June 8, 2006, there were no
disagreements with Perelson Weiner on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Perelson Weiner, would
have caused Perelson Weiner to make reference to the subject matter of the
disagreements in their report on the Fund's financial statements for such
period.
From the date of inception of the Fund through June 8, 2006, there were no
"reportable events" as defined in Item 304(a)(1)(v) of Regulation S-K.
The Fund has provided a copy of the above disclosures to Perelson Weiner
and asked Perelson Weiner to provide it with a letter addressed to the
Securities and Exchange Commission stating whether or not Perelson Weiner agrees
with the statements made herein, and if not, stating the respects in which it
does not agree. Attached as Exhibit 16.1 is a copy of Perelson Weiner's letter
dated August 10, 2006.
As disclosed in a Form 8-K filed by the Fund with the SEC on July 13, 2006,
on July 12, 2006, Ridgewood Energy Corporation appointed Deloitte & Touche LLP
as the Fund's independent registered public accounting firm.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Title
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16.1 Letter from Perelson Weiner LLP to the
Securities and Exchange Commission, dated
August 10, 2006.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereto duly authorized.
RIDGEWOOD ENERGY Q FUND, LLC
Date: August 11, 2006 By: /s/ Kathleen P. McSherry
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Kathleen P. McSherry
Senior Vice President and
Chief Financial Officer
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