UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20548
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 22, 2006
RIDGEWOOD ENERGY Q FUND, LLC
(Exact name of registrant as specified on its charter)
Delaware 000-51927 84-1689138
(State of Incorporation) (Commission (IRS Employer
File Number) ID Number)
Registrant's address and telephone number:
1314 King Street, Wilmington, Delaware 19801
(302) 888-7444
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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Item 8.01 Other Events.
On December 22, 2006, Ridgewood Energy Corporation ("Ridgewood"), the manager of
Ridgewood Energy Q Fund, LLC (the "Fund"), 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 that the
material weaknesses disclosed in Item 4. Controls and Procedures in its Form
10-Qs for the quarters ended March 31, 2006, June 30, 2006 and September 30,
2006 (the "Reported Weaknesses") had been addressed and remediated.
The remediation plans were initially instituted in 2006, and have been evaluated
by management of Ridgewood. Based on these evaluations, management of Ridgewood
has determined that the corrective actions have been implemented to address the
Reported Weaknesses.
With respect to the Reported Weaknesses, the following remediation actions have
been implemented:
o Adopted a more formalized communication, documentation and
reconciliation of financial reporting procedures, including developing
accounting principles generally accepted in the United States ("GAAP")
and United States Securities and Exchange Commission ("SEC") policy and
procedure manuals and detailed GAAP and SEC disclosure and control
checklists;
o Expansion of accounting and SEC reporting staff and various resources,
by hiring five personnel with GAAP and/or SEC accounting and reporting
expertise;
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; 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.
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: December 29, 2006 By: /s/ Kathleen P. McSherry
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Kathleen P. McSherry
Senior Vice President and Chief Financial Officer