8-K 1 rac-10038k.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): October 16, 2003 Ridgefield Acquisition Corp. -------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Colorado 0-16335 84-0922701 --------------- --------------------- --------------------- (State or other (Commission File No.) (I.R.S. Employer Jurisdiction of Identification Number) Incorporation) 10 South Street, Suite 202, Ridgefield, Connecticut 06877 --------------------------------------------------------- (Address of Principal Executive Offices) (203) 894-9755 ---------------------------------------------------- (Registrant's Telephone Number, including area code) Item 4. Changes in Registrant's Certifying Accountant. (a) Previous independent accountants (i) On October 16, 2003 the registrant dismissed Wheeler Wasoff, P.C. as its independent accountants. (ii) The reports of Wheeler Wasoff, P.C. on the financial statements for the fiscal years ended December 31, 2001 and December 31, 2002 contained no adverse opinion or disclaimer of opinion and were not modified as to audit scope or accounting principles. Such reports contained an explanatory paragraph relating to the Uncertainty of the registrant's ability to continue as a going concern. (ii) The Board of Directors and the Audit Committee of the registrant, participated in and approved the decision to change independent accountants. (iv) In connection with its audits for the two most recent fiscal years and through October 16, 2003, there have been no disagreements with Wheeler Wasoff, P.C. 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 Wheeler Wasoff, P.C. would have caused them to make a reference thereto in their report on the financial statements for such periods. (v) During the two most recent fiscal years and through October, 16, 2003, there have been no reportable events (as defined in Regulation S-K Item 304(a)(1)(v)). (vi) The registrant has requested that Wheeler Wasoff, P.C. furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statement. A copy of the letter Wheeler Wasoff, P.C. is attached hereto as Exhibit 16.1 to this Form 8-K (b) New independent accountants. (i) The registrant engaged Kostin, Ruffkess & Company, LLC as its new independent accountants, as of October 16, 2003. During the two most recent fiscal years and through October 16, 2003 the registrant has not consulted Kostin, Ruffkess & Company, LLC regarding the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the financial statements of the registrant, and either a written report was provided to the registrant or oral advice was provided that Kostin, Ruffkess & Company, LLC concluded was an important factor considered by the registrant in reaching a decision as to the accounting, auditing, or financial reporting issue. (iii) During the two most recent fiscal years and through October 16, 2003, the registrant has not consulted Kostin, Ruffkess & Company, LLC regarding any matter that was either the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a reportable event, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K. (iii) the registrant has requested that Kostin, Ruffkess & Company, LLC furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statement. A copy of the letter from Kostin, Ruffkess & Company, LLC is attached hereto as Exhibit 16.2 to this Form 8-K. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements of Business Acquired Not Applicable (b) Pro Forma Financial Information Not Applicable (c) Exhibits. The following Exhibits are hereby filed as part of this Current Report on Form 8-K: Exhibit Description ------- ----------- 16.1 Letter from Wheeler Wasoff, P.C. 16.2 Letter from Kostin, Ruffkess & Company, LLC SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Ridgefield Acquisition Corp. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Ridgefield Acquisition Corp. (Registrant) By: /s/ STEVEN N. BRONSON ---------------------------- Steven N. Bronson, CEO and President Dated: October 20, 2003 Exhibit Index Exhibit Description ------- ----------- 16.1 Letter from Wheeler Wasoff, P.C. 16.2 Letter from Kostin, Ruffkess & Company, LLC