10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2011
Or
o	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:   0-23432

RIDGEWOOD ELECTRIC POWER TRUST III

(Exact Name of Registrant as Specified in Its Charter)

Delaware	22-3264565
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

500 Delaware Avenue, #1112, Wilmington, DE	19801
(Address of Principal Executive Offices)	(Zip Code)

 (302) 888-7444

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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 þ    No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes þ   No o

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

Large accelerated filer  o	Accelerated filer  o	Non-accelerated filer  o	Smaller reporting company  þ
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  

Yes o    No þ

As of July 31, 2011, there were 391.8444 Investor Shares outstanding. 

RIDGEWOOD ELECTRIC POWER TRUST III

EXPLANATORY NOTE

The purpose of the Form 10–Q/A to Ridgewood Electric Power Trust III’s quarterly report on Form 10–Q for the quarter ended June 30, 2011, filed with the Securities and Exchange Commission on August 12, 2011 (the “Form 10–Q”), is solely to furnish Exhibit 101 to the Form 10–Q in accordance with Rule 405 of Regulation S–T.

No other changes have been made to the Form 10–Q. This Amendment speaks as of the original filing date of the form 10–Q, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10–Q.

1

ITEM 6.          EXHIBITS

Exhibit No.		Description
31	*	Certification of Jeffrey H. Strasberg, Chief Executive and Financial Officer of the Registrant, pursuant to Securities Exchange Act Rule 13a-14(a).
32	*	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, signed by Jeffrey H. Strasberg, Chief Executive and Financial Officer of the Registrant.

101.INS	#	XBRL Instance Document
101.SCH	#	XBRL Taxonomy Extension Schema Document
101.CAL	#	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	#	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	#	XBRL Taxonomy Extension Presentation Linkbase Document

_____________________

*            Previously filed as an exhibit to the original Form 10-Q for the quarter ended June 30, 2011, filed August 12, 2011.

# Furnished herewith. Under Rule 406T of Regulation S-T, this exhibit is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise is not subject to liability under those sections.

2

SIGNATURE

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, thereunto duly authorized.

	RIDGEWOOD ELECTRIC POWER TRUST III
Date: August 26, 2011	By:	/s/  Jeffrey H. Strasberg
		Jeffrey H. Strasberg
		Chief Executive and Financial Officer
		(Principal Executive, Financial and Accounting Officer)

3

XML



CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS (USD $) In Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2011
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS [Abstract]
Net assets in liquidation, beginning of period	$ 1,290	$ 1,290
Changes in net assets in liquidation, net
Net assets in liquidation, end of period	$ 1,290	$ 1,290

XML



CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) In Thousands, except Per Share data	3 Months Ended	6 Months Ended
	Jun. 30, 2010	Jun. 30, 2010
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract]
Cost of revenues	$ 109	$ 221
Gross loss	(109)	(221)
Operating expenses:
General and administrative expenses	64	248
Management fee to Managing Shareholder	8	17
Total operating expenses	72	265
Loss from operations	(181)	(486)
Equity in loss of RILG	(191)	(600)
Net loss	(372)	(1,086)
Managing Shareholder - Net loss	(4)	(11)
Shareholders - Net loss	$ (368)	$ (1,075)
Net loss per Investor Share	$ (940)	$ (2,744)

XML



Document and Entity Information	6 Months Ended
	Jun. 30, 2010	Jul. 31, 2011
Document and Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2011
Entity Registrant Name	RIDGEWOOD ELECTRIC POWER TRUST III
Entity Central Index Key	0000917032
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q2
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		391.8444

XML



CASH AND CASH EQUIVALENTS

6 Months Ended

Jun. 30, 2011

CASH AND CASH EQUIVALENTS [Abstract]

CASH AND CASH EQUIVALENTS

3.            CASH AND CASH EQUIVALENTS

The Trust considers all highly liquid investments with maturities, when purchased, of three months or less as cash and cash equivalents. At June 30, 2011, cash and cash equivalents did not exceed federal insured limits.

XML



DESCRIPTION OF BUSINESS

6 Months Ended

Jun. 30, 2011

DESCRIPTION OF BUSINESS [Abstract]

DESCRIPTION OF BUSINESS

1.            DESCRIPTION OF BUSINESS

Ridgewood Electric Power Trust III (the "Trust") is a Delaware trust formed on December 6, 1993. The Trust began offering shares in January 1994 and concluded its offering in May 1995. The Trust has 391.8444 investor shares of beneficial interest ("Investor Shares") outstanding. Prior to the adoption of the Trust's Plan of Dissolution (described below), the objective of the Trust was to provide benefits to its shareholders through a combination of distributions of operating cash flow and capital appreciation. The Managing Shareholder of the Trust is Ridgewood Renewable Power LLC, a New Jersey limited liability company (the "Managing Shareholder" or "RRP"). Historically, the Trust focused primarily on power generation facilities located in the US.

The Trust's accompanying condensed consolidated financial statements include the accounts of the Trust, its former investment and its former wholly owned subsidiaries, Byron Power Partners, L.P. ("Byron") and JRW Associates, L.P. ("San Joaquin", and collectively with Byron, the "Norcals"), which were abandoned and terminated in December 2010. The Trust's investment was a 19.6% interest in Rhode Island LFG Genco, LLC ("RILG"), which was sold in November 2010. 

On November 19, 2010, the Trust, Ridgewood Electric Power Trust I ("Trust I") (through its 100% ownership of Ridgewood Olinda LLC), Ridgewood Electric Power Trust IV ("Trust IV") and Ridgewood Power B Fund/Providence Expansion ("B Fund", and together with the Trust, Trust I and Trust IV, the "Trusts") sold all of their respective limited liability company membership interests in RILG to Broadrock Biopower I LLC (the "Buyer"), an entity affiliated with Macquarie Group Limited, an Australian based international company, as further discussed in Note 4.

The Norcals suspended their operations in the fourth quarter of 2008 as the estimated incremental cost of production exceeded the estimated revenues from electricity sales. In 2009, due to continued projected operating losses, the Managing Shareholder shut down the operations of the Norcals. In December 2010, the Trust abandoned and terminated the entities involved in its investments in the Norcals.

On November 19, 2010, the date of the sale of RILG, the Plan of Liquidation and Dissolution of Ridgewood Electric Power Trust III (the "Plan of Dissolution") became effective. Under the Plan of Dissolution, the business of the Trust shifted, and became limited to the disposal of its remaining assets and resolution of its remaining liabilities. Upon the completion of these activities, if successful, the Managing Shareholder expects to distribute any remaining cash to the Trust's shareholders and then proceed to terminate the Trust and its reporting obligations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Trust is required to make adequate provisions to satisfy its known and unknown liabilities, which could substantially delay or limit the Trust's ability to make future distributions to shareholders. The process of accounting for the Trust's liabilities, including those that are presently unknown, may involve difficult valuation decisions, which could adversely impact the amount or timing of any future distributions by the Trust.

Under the Plan of Dissolution, the Managing Shareholder has sole authority to conduct the Trust's dissolution, liquidation and termination without additional shareholder approval. As of August 12, 2011, the Trust has not been liquidated, primarily due to holdback amounts due from the Buyer of RILG (see Note 4).  The Trust does not anticipate any distributions until the Trust has completed the liquidation process, at which time, the Trust's remaining cash, if any, will be distributed to its shareholders.

For the purposes of the Trust's estimates of fees and expenses to be incurred during liquidation, management has assumed that the liquidation of the Trust will be completed by December 31, 2011. If the liquidation of the Trust is not completed by that date, the actual expenses that the Trust will incur will likely increase.

The Trust has evaluated subsequent events and transactions through the date of the issuance of its financial statements, and concluded that there were no such events or transactions that require adjustment to, or disclosure in the notes to, the condensed consolidated financial statements.

XML



INVESTMENT

6 Months Ended

Jun. 30, 2011

INVESTMENT [Abstract]

INVESTMENT

4.            INVESTMENT

On November 19, 2010, the Trusts sold all of their respective limited liability company membership interests in RILG to the Buyer for an initial aggregate gross sale price of $18,704, of which $3,666 was allocated to the Trust. The initial gross sale price included $1,010 in estimated net working capital of RILG, which was subject to adjustment within 90 days following the closing, to reflect the difference between estimated and actual net working capital at closing.  

In connection with the indemnification obligations of the Trusts under the interest purchase agreement for the RILG sale, the Buyer held back $3,000 of the gross sale price of RILG, of which $588 was allocated to the Trust, for a period of 9 months after the closing of the sale. The holdback period is scheduled to end in mid-August 2011. Subsequent to year-end, the estimated working capital calculation for RILG was finalized, resulting in $238 being owed to the Buyer, of which $47 was allocated to the Trust. The working capital adjustment resulted in a reduction of RILG's portion of the Buyer's holdback amount to $2,762, of which $541 is allocated to the Trust. In the absence of any claims for indemnification by the Buyer, the remaining holdback amount will be released to the Trusts in August 2011. As of the issuance of these financial statements, the Buyer has not notified the Trusts of any claims.

Summarized statements of operations data for RILG for the six and three months ended June 30, 2010 were as follows:

	Six Months Ended June 30, 2010			Three Months Ended June 30, 2010
Revenues	$	5,159		$	2,923
Gross loss		(1,465	)		(267	)
Loss from operations		(3,066	)		(975	)
Net loss		(3,065	)		(974	)
Trust share of loss in RILG		(600	)		(191	)

XML



COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2011

COMMITMENTS AND CONTINGENCIES [Abstract]

COMMITMENTS AND CONTINGENCIES

5.              COMMITMENTS AND CONTINGENCIES

In February and October 2010, the Norcals received notices from Pacific Gas & Electric Company ("PG&E"), the Norcals' sole customer, in which PG&E alleged that San Joaquin and Byron owe PG&E $6,329 and $2,966, respectively, due to, among other things, each facility failing to deliver power under its respective power sale agreement with PG&E. In addition, the Norcals were tenants under two long-term non-cancelable ground leases with aggregate future minimum lease payments of approximately $1,840. San Joaquin and Byron did not pay rent from December 2009 and November 2010, respectively, through the date they were terminated. Each of San Joaquin and Byron received notice asserting that it was in default under its respective lease.

Prior to their termination, neither San Joaquin nor Byron had the ability to pay the amounts claimed to be owed to PG&E or the Norcals' landlords. As a result, in December 2010, letters were sent to these potential creditors notifying them that the Norcals and their general partners were being abandoned and terminated.

As these potential liabilities were of the Norcals, and not the Trust, the Trust did not record any potential liabilities in its financial statements. During the second quarter of 2011, the Trust entered into an agreement with the landlord of San Joaquin, at no cost to the Trust, releasing the Trust from any claims regarding San Joaquin's nonpayment of rents.  If PG&E or the remaining landlord were to commence legal proceedings against the Trust regarding the matters described above, this could delay or reduce any further distributions to shareholders of the Trust as well as delay the dissolution and liquidation of the Trust. If PG&E were to succeed in a claim against the Trust, the Trust likely would not have the ability to pay the amounts claimed. As of the issuance of these financial statements, neither PG&E nor the remaining landlord has commenced any legal proceedings against the Trust or the terminated Norcals. The Managing Shareholder is in discussions with both PG&E and the landlord to resolve these matters with an immaterial, or no, cost to the Trust. 

XML



CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (USD $) In Thousands	6 Months Ended
	Jun. 30, 2010
Cash flows from operating activities:
Net cash used in operating activities	$ (41)
Cash and cash equivalents, beginning of year	49
Cash and cash equivalents, end of period	$ 8

XML



BASIS OF PRESENTATION

6 Months Ended

Jun. 30, 2011

BASIS OF PRESENTATION [Abstract]

BASIS OF PRESENTATION

2.            BASIS OF PRESENTATION

The accompanying condensed consolidated financial statements are unaudited and have been prepared pursuant to the rules of the United States Securities and Exchange Commission (the "SEC") and, in the opinion of management, include all adjustments that are necessary for a fair presentation of the condensed consolidated financial statements for the periods presented. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") have been condensed or omitted pursuant to SEC rules. These condensed consolidated financial statements should be read in conjunction with the Trust's Annual Report on Form 10-K for the year ended December 31, 2010, filed with the SEC on February 25, 2011 (the "2010 Form 10-K"). No significant changes have been made to the Trust's accounting policies and estimates disclosed in its 2010 Form 10-K.

The Trust's condensed consolidated financial statements for periods prior to November 20, 2010 were prepared on the going concern basis of accounting, which contemplates realization of assets and satisfaction of liabilities in the normal course of business. Upon the effectiveness of the Trust's Plan of Dissolution, the Trust began preparing its consolidated financial statements on the liquidation basis of accounting. This basis of accounting is considered appropriate when, among other things, liquidation of the Trust is probable. Under this basis of accounting, assets are valued at their estimated net realizable values and liabilities are valued at their estimated settlement amounts. The valuation of assets and liabilities requires management to make significant estimates and assumptions.

Upon conversion to the liquidation basis of accounting, the Trust accrued known estimated values of assets expected to be received and known estimated costs expected to be incurred in liquidation. On an ongoing basis, the Trust evaluates the estimates and assumptions that can have a significant impact on the Trust's reported net assets in liquidation. Actual amounts may differ materially and adversely from these estimates. If there are delays in liquidating the Trust, actual costs incurred during the liquidation process would increase, reducing net assets available in liquidation and for future distributions to shareholders.

XML



CONDENSED CONSOLIDATED STATEMENTS OF NET ASSETS (USD $) In Thousands	Jun. 30, 2011	Dec. 31, 2010
Current assets:
Cash and cash equivalents	$ 1,120	$ 1,289
Buyer holdback receivable	541	541
Other receivable		169
Due from affiliates		5
Total assets	1,661	2,004
Current liabilities:
Accounts payable and accrued expenses	340	603
Due to affiliates	31	111
Total liabilities	371	714
Net assets in liquidation	$ 1,290	$ 1,290