10QSB 1 rac-605q.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended June 30, 2005. OR [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to ------------------ ------------------ Commission File No. -- 0-16335 Ridgefield Acquisition Corp. ----------------------------------------------------------------- (Exact Name of Small Business Issuer as Specified in its Charter) Colorado 84-0922701 ------------------------------- --------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 100 Mill Plain Road, Danbury, Connecticut 06811 --------------------------------------------------------- (Address of Principal Executive Offices) (203) 791-3871 --------------------------------------------------------- (Issuer's Telephone Number, including area code) 13 or 15(d) of the Exchange Act during the past 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 X No ----- ----- As of August 8, 2005, the Registrant had outstanding 920,773 shares of common stock, par value $.10 Transitional Small Business Disclosure Format (check one): Yes No X ----- ----- RIDGEFIELD ACQUISITION CORP. (A Development Stage Company) FORM 10-QSB Page PART I - FINANCIAL INFORMATION 3 Item 1. Financial Statements 3 Consolidated Balance Sheets as of June 30, 2005 (unaudited) and December 31, 2004 (audited) 3 Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended June 30, 2005 and 2004 (unaudited) 4 Consolidated Statements of Operations and Comprehensive Loss for the Six Months Ended June 30, 2005 and 2004, Cumulative Amounts from January 1, 2000 to June 30, 2005 (unaudited) 5 Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2005 and 2004, Cumulative Amounts from January 1, 2000 through June 30, 2005 (unaudited) 6 Notes to Consolidated Financial Statements 7 Item 2. Management Discussion and Analysis and Plan of Operations 9 Item 3. Controls and Procedures 13 PART II - OTHER INFORMATION 14 Item 1. Legal Proceedings 14 Item 5. Other Information 14 Item 6. Exhibits & Reports on Form 8-K 14 SIGNATURES 15 2 PART I - FINANCIAL INFORMATION Item 1. Financial Statements. RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY (A Development Stage Company) CONSOLIDATED BALANCE SHEETS
June 30, December 31, 2005 2004 (Unaudited) (Audited) ASSETS CURRENT ASSETS Cash $ 128,513 $ 246,970 Prepaid expenses 1,000 -- ----------- ----------- Total Current Assets 129,513 246,970 Investments 139,275 56,850 ----------- ---------- Total Assets $ 268,788 $ 303,820 =========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable and accrued expenses $ 3,450 $ 111,187 ----------- ----------- Total Current Liabilities 3,450 111,187 ----------- ----------- STOCKHOLDERS' EQUITY Preferred Stock, $.10 par value; authorized - 1,000,000 shares Issued - none -- -- Common Stock, $.10 par value; authorized - 5,000,000 shares Issued and outstanding - 920,773 and 813,028 shares as of June 30, 2005 and December 31, 2004, respectively 92,077 81,303 Capital in excess of par value 1,697,867 1,595,509 Accumulated (deficit) (947,820) (947,820) (Deficit) accumulated during the development stage (561,716) (540,356) Accumulated other comprehensive (loss) gain (15,070) 3,997 ----------- ----------- 265,338 192,633 ----------- ----------- $ 268,788 $ 303,820 =========== ===========
See accompanying notes to consolidated financial statements. 3 RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY (A Development Stage Company) CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED) Three Months Ended June 30, 2005 2004 REVENUES Interest Income $ 849 $ 158 Realized gain on Investment -- 1,729 --------- --------- Total Income 849 1,887 OPERATING EXPENSES General and administrative 5,289 18,953 --------- --------- Net Loss (4,440) (17,066) --------- --------- OTHER COMPREHENSIVE LOSS Unrealized losses on investments (19,267) (3,309) Reclassification Adjustments -- 10,255 --------- --------- Other Comprehensive (Loss)Income (19,267) 6,946 --------- --------- Net Comprehensive Loss $ (23,707) $ (10,120) ========= ========= NET LOSS PER COMMON SHARE Basic $ (0.005) $ (0.02) ========= ========= WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING Basic 920,773 813,028 ========= ========= See accompanying notes to consolidated financial statements 4 RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY (A Development Stage Company) CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED)
Cumulative Six Months Ended Amounts from June 30, January 1, 2000 to June 30, 2005 2004 2005 REVENUES Interest income $ 1,741 $ 330 $ 27,608 Realized gain on investments -- 1,729 27,871 --------- --------- --------- Total Income 1,741 2,059 55,479 OPERATING EXPENSES General and administrative 23,101 39,544 467,846 Employee stock options -- -- 130,625 Patent write-off -- -- 18,724 --------- --------- --------- Total Operating Expenses 23,101 39,544 617,195 --------- --------- --------- Net Loss (21,360) (37,485) (561,716) --------- --------- --------- OTHER COMPREHENSIVE LOSS Unrealized losses on investments (19,067) (3,309) (12,161) Reclassification Adjustments -- 2,095 (2,909) --------- --------- --------- Other Comprehensive Loss (19,067) (1,214) (15,070) --------- --------- --------- Net Comprehensive Loss $ (40,427) $ (38,699) $(576,786) ========= ========= ========= NET LOSS PER COMMON SHARE Basic $ (0.02) $ (0.05) $ (0.71) ========= ========= ========= WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - Basic 872,556 813,028 796,511 ========= ========= =========
See accompanying notes to consolidated financial statements. 5 RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY (A Development Stage Company) CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Cumulative Six Months Ended Amounts from June 30, January 1, 2000 to June 30, 2005 2004 2005 CASH FLOWS FROM OPERATING ACTIVITES Net loss $ (21,360) $ (37,485) $(561,716) Adjustment to reconcile net loss to net cash used in operating activities Stock issuance for salary 11,912 -- 107,912 Stock issued for professional services -- -- 18,200 Stock options compensation -- -- 130,625 Write-off of patent -- -- 18,724 Realized gain on investments -- (1,729) (27,871) Changes in assets and liabilities Increase in prepaid expenses (1,000) -- (1,000) Decrease in note and interest receivable -- -- 50,000 (Decrease) Increase in Accounts Payable and Accrued Expenses (6,517) 20,169 89,278 --------- --------- --------- Net Cash Used in Operating Activities (16,965) (19,045) (175,848) --------- --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES Purchases of Investments (101,492) (132,032) (564,605) Proceeds from Sale of Investments -- 90,527 438,130 --------- --------- --------- Net Cash used in Investing Activities (101,492) (41,505) (126,475) CASH FLOWS FROM FINANCING ACTIVITIES Exercise of common stock warrants -- -- 5,625 --------- --------- --------- Net Cash Provided by Financing Activities -- -- 5,625 --------- --------- --------- NET DECREASE IN CASH (118,457) (60,550) (296,698) CASH, BEGINNING OF PERIODS 246,970 246,418 425,211 --------- --------- --------- CASH, END OF PERIODS $ 128,513 $ 185,868 $ 128,513 ========= ========= ========= Non-cash operating activities: Stock issuance for salary in satisfaction of accrued salary included in accounts payable and accrued expenses 101,220 -- --
See accompanying notes to consolidated financial statements. 6 RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY (A Development Stage Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The unaudited financial statements included herein were prepared from the records of the Company in accordance with accounting principles generally accepted in the United States of America and reflect all adjustments which are, in the opinion of management, necessary to provide a fair statement of the results of operations and financial position for the interim periods. Such financial statements generally conform to the presentation reflected in the Company's Form 10-KSB filed with the Securities and Exchange Commission for the year ended December 31, 2004. The current interim period reported herein should be read in conjunction with the Company's Form 10-KSB subject to independent audit at the end of the year. The results of operations for the three month and six month periods ended June 30, 2005 are not necessarily indicative of the results that may be expected for the year ending December 31, 2005. NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION Ridgefield Acquisition Corp. (the "Company") was incorporated under the laws of the State of Colorado on October 13, 1983. The Company had been engaged in the design, manufacture and marketing of robotic workstations for the electronics industry, including routing and depaneling workstations predominately to entities in North America and the Pacific Rim. In November 1998 the Company entered into an Asset Purchase Agreement (the "JOT Agreement") with JOT Automation, Inc. (JOT) a wholly owned Texas subsidiary of JOT Automation Group OYJ, a Finnish corporation. Pursuant to the agreement, the Company sold JOT all of its assets relating to its depaneling and routing business in exchange for $920,000 and the assumption of the operating liabilities related to the Company's business assets. The sale was completed on March 9, 1999. Subsequent to the sale to JOT, the Company's sole continuing operation was the continuation of research and development activities on a prototype micro-robotic device to manipulate organ tissues on an extremely small scale. The Company had filed for a patent application for the device. As of December 31, 1999, the Company's research and development activities for the device were suspended, pending assessment of the economic benefit of continuing research and development activities or sale of the patent, as well as assessment of other corporate opportunities. In June 2000, the Company decided not to pursue further development or sale of the proto-type device and has written-off the associated patent costs. Commencing January 1, 2000, the Company is considered a development stage company as defined by Statement of Financial Accounting Standards (SFAS) No.7, as it has no principal operations or revenue from any source. Certain reclassifications have been made to the March 31, 2005 consolidated statements of cash flows to conform with the current presentation. PRINCIPLES OF CONSOLIDATION The consolidated financial statements of Ridgefield Acquisition Corp. include the accounts of Bio-Medical Automation, Inc., its wholly owned subsidiary. All inter-company transactions have been eliminated in consolidation. The accompanying financials statements as of June 30, 2005 and for the three month and six month periods then ended include the accounts of the Company and its wholly owned subsidiary. All inter-company accounts and transactions have been eliminated in consolidation. 7 PRINCIPLES OF CONSOLIDATION (cont.) The Company has accumulated a deficit since reentering the development stage, on January 1, 2000, of $561,716 through June 30, 2005. In 1999, the Company sold all of its assets relating to its historical line of business and in 2000 abandoned its research and development efforts on a micro-robotic device. As of June 30, 2005, the Company has no principal operations or revenue producing activities. The Company is now pursuing an acquisition strategy whereby it is seeking to arrange for a merger, acquisition or other business combination with a viable operating entity. Note 2 - NEW ACCOUNTING STANDARD In December 2004, the Financial Accounting Standards Board issued SFAS No. 123 (revised 2004), "Share-Based Payment". SFAS 123 (revised 2004) requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity-based compensation. That cost will be recognized over the period during which an employee is required to provide service in exchange for the award, usually the vesting period. Subsequent changes in fair value during the requisite service period, measured at each reporting date, will be recognized as compensation cost over that period. In April 2005, the SEC extended the effective date for SFAS No. 123 (revised 2004) for public companies, to the beginning of a registrant's next fiscal year that begins after June 15, 2005. The Company will be required to adopt SFAS No. 123 (revised 2004) in its first quarter of fiscal 2006. Adoption of this SFAS is not expected to have a material impact on the Company's consolidated financial condition or results of operations. NOTE 3 - RELATED PARTY TRANSACTIONS On March 25, 2005, the Board of Directors renewed the President's employment agreement through March 23, 2006 with the modification that the President will no longer receive an annual salary of $48,000. The Board also agreed to pay the President's accrued salary of $113,132 through the issuance of 107,745 shares at fair value of the Company's common stock. On March 25, 2005, the Board of Directors approved the renewal of the Mergers and Acquisitions Advisory Agreement (the "M&A Advisory Agreement") between the Company and Catalyst Financial LLC ("Catalyst") for a period of three (3) years commencing on April 1, 2005 and modified the M&A Advisory Agreement to provide that Catalyst shall receive a monthly retainer fee in the amount of $1,000 commencing on April 1, 2005 and continuing throughout the term of the M&A Advisory Agreement On March 25, 2005, the Company issued an option to purchase 10,000 shares of the Company's common stock at the purchase price of $1.16, which was 110% percent of the closing bid price on March 25, 2005, to Leonard Hagan one of the Company's independent directors, for his services to the Company. On March 25, 2005, the Company issued an option to purchase 10,000 shares of the Company's common stock at the purchase price of $1.16, which was 110% percent of the closing bid price on March 25, 2005, to Kenneth Schwartz one of the Company's independent directors, for his services to the Company. Such options are exercisable for a period of 5 years commencing on March 25, 2005. On March 25, 2005, the Company issued to Steven N. Bronson, the Company's President, an option to purchase 100,000 shares of the Company's common stock at the purchase price of $1.16, which was 110% percent of the closing bid price on March 25, 2005. All of the above described options are exercisable for a period of 5 years and resulted in no expense to the Company. Since January 5, 2004, for its principal office the Company is using a portion of the premises occupied by Catalyst Financial LLC, located at 100 Mill Plain Road, Danbury, Connecticut 06811. Steven N. Bronson, the President of the Company, is the principal and owner of Catalyst Financial LLC. Catalyst Financial LLC has agreed to waive the payment of any rent by the Company for use of the offices. The Company has not paid any rent for its principal office for the three month and six month periods ended June 30, 2005 and 2004. 8 Item 2. Management Discussion and Analysis or Plan of Operation The following discussion and analysis provides information which the Company's management believes to be relevant to an assessment and understanding of the Company's results of operations and financial condition. This discussion should be read together with the Company's financial statements and the notes to financial statements, which are included in this report, as well as the Company's Annual Report on Form 10-KSB for the year ended December 31, 2004. Ridgefield Acquisition Corp. ("RAC" or the "Company") was incorporated as a Colorado corporation on October 13, 1983. On March 9, 1999, the Company completed the sale of substantially all of its assets to JOT Automation, Inc. (the "JOT Transaction"). As a result of the JOT Transaction, the Company's historical business, the depaneling and routing business, is considered to be a "discontinued operation" and, consequently, provides no benefit to persons seeking to understand the Company's financial condition or results of operations. Following the JOT Transaction the Company devoted its efforts to the development of a prototype micro-robotic device (the "micro-robotic device") to manipulate organic tissues on an extremely small scale. Due to the inability to complete the micro-robotic device, the Company determined that it would cease the development of the micro-robotic device and, as of June 30, 2000, the capitalized costs related to the patent underlying the micro-robotic device have been written off by the Company. The Company has never derived any revenues from the micro-robotic device. Since July 2000, the Company has suspended all operations, except for necessary administrative matters relating to the timely filing of periodic reports as required by the Securities Exchange Act of 1934. Accordingly, during the three month and six month periods ended June 30, 2005 and 2004 and the period from January 1, 2000 through June 30, 2005, the Company has earned no revenues other than interest income from cash investments. 9 Acquisition Strategy -------------------- The Company is primarily engaged in seeking to arrange for a merger, acquisition, business combination or other arrangement by and between the Company and a viable operating entity. The Company has not identified a viable operating entity and there can be no assurance that the Company will ever successfully arrange for a merger, acquisition, business combination or other arrangement. The Company anticipates that the selection of a business opportunity will be a complex process and will involve a number of risks, because potentially available business opportunities may occur in many different industries and may be in various stages of development. Due in part to depressed economic conditions in a number of geographic areas, rapid technological advances being made in some industries and shortages of available capital, management believes that there are numerous firms seeking either the limited additional capital which the Company will have or the benefits of a publicly traded corporation, or both. The perceived benefits of a publicly traded corporation may include facilitating or improving the terms upon which additional equity financing may be sought, providing liquidity for principal shareholders, creating a means for providing incentive stock options or similar benefits to key employees, and providing liquidity for all shareholders and other factors. In some cases, management of the Company will have the authority to effect acquisitions without submitting the proposal to the shareholders for their consideration. In some instances, however, the proposed participation in a business opportunity may be submitted to the shareholders for their consideration, either voluntarily by the Board of Directors to seek the shareholders' advice and consent, or because of a requirement of state law to do so. In seeking to arrange a merger, acquisition, business combination or other arrangement by and between the Company and a viable operating entity, management's objective will be to obtain long-term capital appreciation for the Company's shareholders. There can be no assurance that the Company will be able to complete any merger, acquisition, business combination or other arrangement by and between the Company and a viable operating entity. The Company may need additional funds in order to effectuate a merger, acquisition or other arrangement by and between the Company and a viable operating entity, although there is no assurance that the Company will be able to obtain such additional funds, if needed. Even if the Company is able to obtain additional funds there is no assurance that the Company will be able to effectuate a merger, acquisition or other arrangement by and between the Company and a viable operating entity. 10 The Company's U.S. Patent -------------------------- Following the sale of substantially all of the Company's assets in 1999, the Company devoted its efforts to the development of a prototype micro-robotic device (the "micro-robotic device") to manipulate organic tissues on an extremely small scale for microdissection. The Company filed a patent application in February 1998, to protect certain features of the system and method of the micro-robotic device. However, due to the inability of the Company to complete the micro-robotic device, the Company determined that it would cease development of the micro-robotic device and, as of June 30, 2000, the capitalized costs related to the patent underlying the micro-robotic device have been written off by the Company. On March 19, 2002, the Company was awarded United States Patent No. US 6,358,749 B1 for the "Automated System for Chromosome Microdissection and Method of Using Same" (the "Patent"). The Patent covers an automated system and method for microdissection of samples such as chromosomes or other biological material, and in particular, it relates to a robotic assisted microdissection system and method that significantly reduces the time and skill needed for cellular and sub-cellular dissections. Microdissection is defined as dissection under the microscope; specifically: dissection of cells and tissues by means of fine needles that are precisely manipulated by levers. The system and method covered by the Patent attempts to provide reliability and ease of operation thereby making microdissection widely available to laboratories. While the Company has never derived any revenues from the micro-robotic device, the Company plans to attempt to license or sell the technology covered by the Patent. There can be no assurances that the Company will be able to successfully market the technology covered by the Patent or that the Company will ever derive any revenues from the Patent or the technology covered by the Patent. During the first quarter of 2003, the Board of Directors of the Company authorized the formation of a wholly owned subsidiary of the Company for the purposes of owning, developing and exploiting the Patent. On March 3, 2003, the Company filed Articles of Incorporation with the Secretary of State of the State of Nevada to form Bio-Medical Automation, Inc., a Nevada corporation wholly owned by the Company (the "Subsidiary"). A copy of the Articles of Incorporation of Bio-Medical Automation, Inc. a Nevada corporation are attached as an Exhibit to the Company's Current Report on Form 8-K filed on March 7, 2003 which is incorporated herein by reference. The Board of Directors of the Company has authorized management of the Company to transfer the Patent to the Subsidiary in exchange for 5,000,000 shares of the common stock of the Subsidiary. The transfer of the Patent to the Subsidiary became effective in the quarter ended June 30, 2003. The Company plans to develop and exploit the Patent through the Subsidiary. There can be no assurances that the Subsidiary will successfully develop and/or exploit the technology covered by the Patent. Investment Strategy ------------------- On August 25, 2003, the Board of Directors of the Company authorized the Company to invest a portion of the Company's cash in marketable securities in an effort to realize a greater rate of return than the Company is currently earning in light of historically low interest rates. The Board directed that management maintain at least $40,000 of the Company's cash in a federally insured bank or money market account. 11 In furtherance of the Company's investment strategy the Company opened a brokerage account with Catalyst Financial LLC ("Catalyst"), a broker-dealer registered with the U.S. Securities and Exchange Commission and a member in good standing with the National Association of Securities Dealers, Inc. Catalyst is owned and controlled by Steven N. Bronson, the Company's President. Catalyst has agreed to charge the Company commissions of no more that $.02 per share with a minimum of $75 per trade on securities transactions. The Board approved the commission structure to be charged by Catalyst. Mr. Bronson abstained from voting on all Board resolutions concerning the Company's investment strategy and the Company's arrangements with Catalyst. The Company has investments in a brokerage account with Catalyst. As of June 30, 2005, the Company owned securities valued at $139,275. Such securities had an accumulated other comprehensive loss totaling $15,070 at June 30, 2005. The Company's investment in securities is subject to all of the risks associated with equity investing, including a loss of monies invested. There can be no assurance that the Company will be able to obtain a profitable return on its investments. Results of Operations --------------------- For the three months ended June 30, 2005, the Company has not earned any revenues, except for interest income of $849. For the same period the Company incurred general and administrative expenses of $5,289 resulting in a net loss from operations equal to $4,440. General and administrative expenses were and have been directed to maintaining the Company's status as a public company, including (without limitation) filing reports with the Securities and Exchange Commission. On June 30, 2005, the Company had invested $139,275 in accordance with its Investment Strategy. Such securities had an unrealized loss of $19,267 for the quarter ended June 30, 2005. For the six month periods ended June 30, 2005 and 2004, the Company had revenue of $1,741 and $2,059, respectively. Operating expenses for the six month periods ended June 30, 2005 and 2004 were $23,101 and $39,544, respectively. For the six month periods ended June 30, 2005 and 2004, the Company had net operating losses of $21,360 and $37,485 respectively. Liquidity and Capital Resources ------------------------------- During the six months ended June 30, 2005, the Company satisfied its working capital needs from cash on hand and cash generated from interest income during the year. As of June 30, 2005, the Company had on hand cash in the amount of $128,513. The Company's future financial condition will be subject to: (1) its ability to arrange for a merger, acquisition or a business combination with an operating business on favorable terms that will result in profitability, or (2) its ability to successfully develop and exploit the Patent. There can be no assurance that the Company will be able to do so or, if it is able to do so, that the transaction will be on favorable terms not resulting in an unreasonable amount of dilution to the Company's existing shareholders. The Company may need additional funds in order to effectuate a merger, acquisition or other arrangement by and between the Company and a viable operating entity, although there is no assurance that the Company will be able to obtain such additional funds, if needed. Even if the Company is able to obtain additional funds there is no assurance that the Company will be able to effectuate a merger, acquisition or other arrangement by and between the Company and a viable operating entity. 12 The Company may need additional funds in order to develop and commercially exploit the Patent, although there is no assurance that the Company will be able to obtain such additional funds, if needed. Even if the Company is able to obtain additional funds there is no assurance that the Company will be able to develop and commercially exploit the Patent. Except for historical information contained herein, the statements in this report are forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements when you see words such as "expect," "anticipate," "estimate," "may," "believe," and other similar expressions. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Actual results could differ materially from those projected in the forward-looking statements. Forward-looking statements involve known and unknown risks and uncertainties, which may cause the Company's actual results in future periods to differ materially, from forecasted results. These and other risks are described elsewhere herein and in the Company's other filings with the Securities and Exchange Commission, namely the Company's Annual Report on Form 10-KSB for the year ended December 31, 2004. Item 3. Controls and Procedures Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive and financial officer, as appropriate to allow timely decisions regarding required disclosure. Evaluation of disclosure and controls and procedures. Based on their evaluation of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this quarterly report on Form 10-QSB the Company's chief executive officer has concluded that the Company's disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and are operating in an effective manner. Changes in internal controls over financial reporting. There were no changes in the Company's internal controls over financial reporting or in other factors that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. 13 PART II - OTHER INFORMATION Item 1. Legal Proceedings During the quarter ended June 30, 2005, the Company was not a party to any material legal proceedings. Item 5. Other Information On March 24, 2001, the Company entered into an Employment Agreement with Steven N. Bronson, the President of the Company. A copy of Mr. Bronson's Employment Agreement is attached as an Exhibit to the Company's Form 10-QSB for the quarter ended March 31, 2001 and is incorporated by reference. On March 25, 2005, the Board of Directors authorized the renewal of Mr. Bronson's employment agreement with the Company for another one (1) year term through March 23, 2006, and modified the agreement to provide that Mr. Bronson shall no longer entitled to receive an annual salary. On March 25, 2005, the Board of Directors authorized management of the Company to enter into a three year Mergers and Acquisitions Advisory Agreement (the "M&A Advisory Agreement") with Catalyst Financial LLC ("Catalyst Financial"), a full service securities brokerage, investment banking and consulting firm, owned by Steven N. Bronson, the Company's president commencing on April 1, 2005. Pursuant to the M&A Advisory Agreement, Catalyst Financial agreed to provide consulting services to the Company in connection with the Company's search for prospective target companies for mergers, acquisitions, business combinations and similar transactions, and, if investigation warrants, advising the Company concerning the negotiation of terms and the financial structure of such transactions. For the services rendered pursuant to the M&A Advisory Agreement, Catalyst Financial is entitled to receive a fee in the amount of five percent (5%) of the total consideration of the specific transaction (the "M&A Fee"). The maximum amount of the M&A Fee is $500,000 for any single transaction. In addition to the M&A Fee the Company shall pay to Catalyst Financial a monthly retainer fee in the amount of $1,000 per month commencing on April 1, 2005 and continuing throughout the term of the M&A Advisory Agreement. The M&A Advisory Agreement replaces a previous mergers and acquisitions advisory agreement the Company had with Catalyst Financial, which expired by its terms in November 2004. The M&A Advisory Agreement is attached as an exhibit hereto and incorporated herein by reference. Item 6. Exhibits and Reports on Form 8-K a) Exhibits The following exhibits are hereby filed as part of this Quarterly Report on Form 10-QSB or incorporated herein by reference. 3.1 Articles of Incorporation, incorporated by reference to Registration Statement No. 33-13074-D as Exhibit 3.1. 3.2 Amended Bylaws adopted June 1, 1987, incorporated by reference to Annual Report on Form 10-K for the fiscal year ended December 31, 1987 as Exhibit 3.2. 3.4 Articles of Amendment to Restated Articles of Incorporation dated March 7, 1991. Incorporated by reference to Annual Report on Form 10-K for fiscal year ended December 31, 1990 as Exhibit 3.4. 3.5 Articles of Amendment to Restated Articles of Incorporation dated March 17, 1999, incorporated by reference to Form 8-K reporting an event of March 9, 1999. 10.1 OEM Purchase Agreement dated January 15, 1990, between the Company and Ariel Electronics, Inc. incorporated by reference to Annual Report on Form 10-K for the fiscal year ended December 31, 1989 as Exhibit 10.1. 10.2 Form of Convertible Promissory Note, 12/30/93 Private Placement incorporated by reference to Annual Report on Form 10-KSB for the fiscal year ended December 31, 1993 as Exhibit 10.2. 10.3 Form of Non-Convertible Promissory Note, 12/30/93 Private Placement incorporated by reference to Annual Report on Form 10-KSB for the fiscal year ended December 31, 1993 as Exhibit 10.3. 14 10.4 Form of Note Purchaser Warrant Agreement and Warrant, 12/30/93 Private Placement incorporated by reference to Annual Report on Form 10-KSB for the fiscal year ended December 31, 1993 as Exhibit 10.4. 10.5 Form of Promissory Note, 4/1/96. 10.6 Form of Security Agreement, 4/1/96. 10.7 Form of Common Stock Purchase Warrant, 4/1/96. 10.8 Form of Promissory Note, 7/1/96. 10.9 Form of 4/1/96 Promissory Note Extension, 10/17/96. 10.10 Form of Common Stock Purchase Warrant, 10/10/96. 10.11 Asset Purchase Agreement with JOT incorporated by reference to Form 8-K reporting an event of November 4, 1998, and amendment thereto incorporated by reference to Form 8-K reporting an event of December 15, 1998. 10.12 Stock Purchase Agreement, between Bio-Medical Automation, Inc. and Steven N. Bronson, incorporated by reference to the Current Report on Form 8-K filed on April 6, 2000. 10.13 Employment Agreement between Bio-Medical Automation, Inc. and Steven N. Bronson, dated as of March 24, 2001, incorporated by reference to Quarterly Report on Form 10-QSB for the quarter ended March 31, 2001. 10.14 Mergers and Acquisitions Advisory Agreement, dated as of November 13, 2001, between Bio-Medical Automation, Inc. and Catalyst Financial LLC incorporated by reference to the Annual Report on Form 10-KSB for the year ended December 31, 2001. 10.15*Mergers and Acquisitions Advisory Agreement, dated as of April 1, 2005, between Ridgefield Acquisition Corp. and Catalyst Financial LLC. 14 Code of Ethics incorporated by reference to the Annual Report on Form 10-KSB for the year ended December 31, 2003. 31* President's Written Certification Of Financial Statements Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32* President's Written Certification Of Financial Statements Pursuant to 18 U.S.C. Statute 1350 -------------------------------- * Filed herewith b) Reports on Form 8-K. The Company did not file a current report on Form 8-K, during the quarter ended June 30, 2005. SIGNATURES In accordance with the requirements of the Exchange Act, the Registrant caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: August 9, 2005 RIDGEFIELD ACQUSITION CORP. By: /s/ Steven N. Bronson ------------------------------------ Steven N. Bronson, President (Principle Executive Officer), as Registrant's duly authorized officer 15 EXHIBIT INDEX The following Exhibits are filed herewith: Exhibit Number Description of Document ------ ----------------------- 10.15 Mergers and Acquisitions Advisory Agreement, dated as of April 1, 2005, Ridgefield Acquisition Corp. and Catalyst Financial LLC. 31 President's Statement Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32 President's Written Certification Of Financial Statements Pursuant to 18 U.S.C. Statute 1350.