-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RklLwkDbawsT67aAyIt86c3/qmDTCnBkbAE7KpdHla/4mBTOUrI8sLi+KKLCZAak x4yEoxePMX+b785hWrc25w== 0000926274-06-000138.txt : 20060515 0000926274-06-000138.hdr.sgml : 20060515 20060515150226 ACCESSION NUMBER: 0000926274-06-000138 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060331 FILED AS OF DATE: 20060515 DATE AS OF CHANGE: 20060515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RIDGEFIELD ACQUISITION CORP CENTRAL INDEX KEY: 0000812152 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 840922701 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-16335 FILM NUMBER: 06840073 BUSINESS ADDRESS: STREET 1: 900 THIRD AVE STREET 2: SUITE 201 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 3033680401 MAIL ADDRESS: STREET 1: 900 THIRD AVE STREET 2: SUITE 201 CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: BIO MEDICAL AUTOMATION INC DATE OF NAME CHANGE: 19990323 FORMER COMPANY: FORMER CONFORMED NAME: OZO DIVERSIFIED AUTOMATION INC /CO/ DATE OF NAME CHANGE: 19920703 10QSB 1 rac306-qsb.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 March 31, 2006. 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) Check whether the issuer (1) filed all reports required to be filed by Section 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 ----- ----- Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes X No ----- ----- As of May 9, 2006, the Registrant had outstanding 1,140,773 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 March 31, 2006 (unaudited) and December 31, 2005 (audited) 3 Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended March 31, 2006 and 2005, Cumulative Amounts from January 1, 2000 through March 31, 2006 (unaudited) 4 Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2006 and 2005, Cumulative Amounts from January 1, 2000 through March 31, 2006 (unaudited) 5 Notes to Consolidated Financial Statements 6 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 2. Unregistered Sales of Equity Securities and Use of Proceeds 14 Item 5. Other Information 14 Item 6. Exhibits & Reports on Form 8-K 17 SIGNATURES 18 2 PART I - FINANCIAL INFORMATION Item 1. Financial Statements. RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY (A Development Stage Company) CONSOLIDATED BALANCE SHEETS
March 31, 2006 Dec. 31, 2005 (Unaudited) (Audited) ASSETS CURRENT ASSETS Cash and cash equivalents $ 558,104 $ 375,778 Investments $ -- $ 64,500 ----------- ----------- TOTAL ASSETS $ 558,104 $ 440,278 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable and accrued expenses $ 8,200 $ 8,030 ----------- ----------- TOTAL CURRENT LIABILITIES 8,200 8,030 ----------- ----------- 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 - 1,140,773 and 1,020,773 shares as of March 31, 2006 and December 31, 2005, respectively 114,077 102,077 Capital in excess of par value 1,980,067 1,852,867 Accumulated deficit (947,820) (947,820) Deficit accumulated during the development stage (596,420) (579,804) Accumulated other comprehensive gain -- 4,928 ----------- ----------- TOTAL STOCKHOLDERS' EQUITY 549,904 432,248 ----------- ----------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 558,104 $ 440,278 =========== ===========
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 Cumulative Amounts March 31, from January 1, 2000 2006 2005 through March 31, 2006 REVENUES Interest income $ 2,533 $ 892 $ 32,743 Realized gain on investments 1,652 -- 33,274 --------- --------- --------- TOTAL REVENUES 4,185 892 66,017 --------- --------- --------- OPERATING EXPENSES General and administrative 20,801 17,811 513,088 Employee stock options -- -- 130,625 Write off of patent -- -- 18,724 --------- --------- --------- TOTAL EXPENSES 20,801 17,811 662,437 --------- --------- --------- NET LOSS (16,616) (16,919) (596,420) OTHER COMPREHENSIVE GAIN/(LOSS) Unrealized gain/(loss)on securities (3,276) 200 (321) Reclassification adjustment for realized gain/loss (1,652) -- 321 --------- --------- --------- OTHER COMPREHENSIVE GAIN/(LOSS) (4,928) 200 -- --------- --------- --------- COMPREHENSIVE LOSS $ (21,544) $ (16,719) $(596,420) ========= ========= ========= NET LOSS PER COMMON SHARE Basic and Dilutive $ (0.02) $ (0.02) $ (0.65) ========= ========= ========= WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING Basic and Dilutive 1,060,773 822,605 909,468 ========= ========= =========
See accompanying notes to consolidated financial statements 4 RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY (A Development Stage Company) CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Cumulative Three Months Ended Amounts from March 31, January 1, 2000 through March 31, 2006 2005 2006 CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (16,616) $ (16,919) $(596,420) Adjustment to reconcile net loss to net cash used in operating activities Stock issuance for salary -- 113,132 107,912 Stock issued for professional services -- -- 18,200 Stock options compensation -- -- 130,625 Write-off of patent -- -- 18,724 Realized gain on investments (1,652) -- (33,274) Changes in assets and liabilities Decrease in note and interest receivable -- -- 50,000 Increase/(decrease) in accounts payable and accrued expenses 167 (97,122) 94,025 --------- --------- --------- Net Cash Used in Operating Activities (18,101) (909) (210,208) CASH FLOWS FROM INVESTING ACTIVITIES Purchases of investments -- (56,900) (650,863) Proceeds from sale of investments 61,227 -- 684,139 --------- --------- --------- Net Cash Provided by (Used in) Investing Activities 61,227 (56,900) 33,276 --------- --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES Exercise of common stock warrants -- -- 5,625 Issuance of common stock 139,200 -- 304,200 --------- --------- --------- Net Cash Provided by Financing Activities 139,200 -- 309,825 --------- --------- --------- NET INCREASE (DECREASE) IN CASH 182,326 (57,809) 132,893 CASH, BEGINNING OF PERIODS 375,778 246,970 425,211 --------- --------- --------- CASH, END OF PERIODS $ 558,104 $ 189,161 $ 558,104 ========= ========= =========
See accompanying notes to consolidated financial statements. 5 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, 2005. 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 period ended March 31, 2006 are not necessarily indicative of the results that may be expected for the year ending December 31, 2006. 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. On January 31, 2006, the Board of Directors of the Company directed the officers of the Company to take and approve certain corporate action with respect to the Company's wholly owned subsidiary Bio-Medical Automation, Inc., a Nevada corporation (the "Subsidiary"). Those actions were the appointment of Steven N. Bronson, Alan Rosenberg and Louis Meade to be on the Board of Directors of the Subsidiary for a term of one year or until their successor is appointed and duly qualified, the appointment of Steven N. Bronson as the president, treasurer and secretary of the Subsidiary, the opening of a bank account at Bank of America or some other banking institution for the Subsidiary and the ratification of the bylaws of the Subsidiary in the form that was presented to the Board. Additionally, the Board of Directors authorized the officers of the Company to deposit $50,000 of the Company's assets in the Subsidiary's bank account. The Company took the foregoing action to further its plans to exploit the Patent owned by the Subsidiary. Additionally, in furtherance of the Company's plan to exploit the Patent, the Company may spin off the Subsidiary to the Company's shareholders so that the Subsidiary may be better able to obtain the financing necessary to exploit the Patent (See Note 4). 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. 6 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 March 31, 2006 and for the three month period then ended include the accounts of the Company and its wholly owned subsidiary. All inter-company accounts and transactions have been eliminated in consolidation. The Company has accumulated a deficit since reentering the development stage, on January 1, 2000, of $591,670 through March 31, 2006. 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 March 31, 2006, 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 is to 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, are 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 adopted SFAS No. 123 (revised 2004) in its first quarter of fiscal 2006. Adoption of this SFAS had no significant impact on the Company's consolidated financial condition or results of operations. NOTE 3 - RELATED PARTY TRANSACTIONS In November 2001, the Company entered into a Mergers and Acquisitions Advisory Agreement with Catalyst Financial LLC ("Catalyst"), an entity whose owner and principal is the President of the Company. Under the terms of the agreement, Catalyst will earn a fee, as outlined in the agreement, in the event the Company completes a merger. The agreement is for a three year period, terminating November, 2004. 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 January 31, 2006, the Board of Directors of the Company directed the officers of the Company to amend the M&A Advisory Agreement to provide sub-paragraph 3.(A)(entitled Monthly Fee) of the M&A Advisory Agreement shall be amended to provided that monthly fee payable by the Company to Catalyst Financial during the one year period from February 1, 2006 through January 31, 2007 shall be increased from $1,000 per month to $5,000 per month. Thereafter, the Company shall pay a monthly fee in the amount of $1,000 to Consultant on the first day of each month commencing on February 1, 2007 and continuing through March 1, 2008. The President's employment agreement is renewable annually for one year at an annual salary of $48,000. During 2003, the President was granted an option to purchase 150,000 shares of the Company's common stock at an exercise price of 110% of the closing market price as of the date of grant, for a period of five years. 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. 7 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. On February 24, 2006, Steven N. Bronson, the Company's Chairman and President exercised an option to purchase 100,000 shares of the Company's common stock at the purchase price of $1.16. Based on this exercise the Company received proceeds of $116,000. On February 24, 2006, Leonard Hagan, a director of the Company exercised an option to purchase 10,000 shares of the Company's common stock at the purchase price of $1.16. Based on this exercise the Company received proceeds of $11,600. On February 24, 2006, Kenneth Schwartz, a director of the Company exercised an option to purchase 10,000 shares of the Company's common stock at the purchase price of $1.16. Based on this exercise the Company received proceeds of $11,600. NOTE 4 - SUBSEQUENT EVENT On April 18, 2006, the Board of Directors of the Company authorized the spin-off of 100% of the Company's wholly owned subsidiary Bio-Medical Automation, Inc. to the Company's shareholders as of April 28, 2006 on a pro rata basis (the "Spin-Off"). The Board of Directors also voted to hold a special meeting of stockholders to approve the reincorporation of the Company to change the domicile of the Company from the State Colorado to the State of Nevada (the "Reincorporation"), to re-elect the Company's directors and to ratify the appointment of the Company's independent auditors. To consummate the Spin-Off the Company will distribute all of the issued and outstanding shares of Bio-Medical Automation, Inc., which are currently held by the Company, as a stock dividend to the shareholders of the Company. Each shareholder of the Company will receive one (1) share of Bio-Medical Automation, Inc. for each one (1) share of the Company owned by such shareholder as of April 28, 2006. The Spin-Off will not require the approval of the Company's shareholders. The shares of Bio-Medical Automation, Inc. that will be issued to the shareholders of the Company in the Spin-Off will be restricted securities and they will not be able to be sold unless they are registered under the Securities Act of 1933 or the Securities Exchange Act of 1934 ("Exchange Act") or subject to an available exemption thereunder. Prior to the Spin-Off, the Company will mail to its shareholders of record as of April 28, 2006, all of the information called for by Regulation 14C under the Exchange Act. In conjunction with the Spin-Off Bio-Medical Automation, Inc. will file a registration statement on Form 10-SB to register all of the issued and outstanding shares of Bio-Medical Automation, Inc. under the Exchange Act. The Spin-Off is expected to be completed during the second quarter of 2006. 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, 2005. 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 March 31, 2006 and 2005 and the period from January 1, 2000 through March 31, 2006, the Company has earned no revenues other than interest income and income from investments. 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. 9 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. 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. 10 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. On January 31, 2006, the Board of Directors directed the officers of the Company to take the following corporate action with respect to the Subsidiary: 1. Appoint Steven N. Bronson, Alan Rosenberg and Louis Meade to the Board of Directors of the Subsidiary for a term of one year or until their successors are appointed and duly qualified. 2. Open a bank account at Bank of America or some other banking institution for the Subsidiary and deposit $50,000 of the Company's assets in the Subsidiary's bank account. In March 2006, the Company deposited $50,000 of the Company's assets into the Subsidiary's bank account. The Company took the foregoing action to further its plans to exploit the Patent owned by the Subsidiary. Additionally, in furtherance of the Company's plan to exploit the Patent, the Company approved the spin-off the Subsidiary to the Company's shareholders so that the Subsidiary may be better able to obtain the financing necessary to exploit the Patent. As of March 31, 2006, Bio-Medical had 45,000,000 shares of capital stock authorized for issuance consisting of (1) 40,000,000 share of common stock par value $.001 per share; and (2) 5,000,000 shares of preferred stock par value $.01 per share. Bio-Medical has 5,000,000 shares of its common stock issued and outstanding, all of which are owned by the Company. Bio-Medical has no shares of preferred stock issued or outstanding. A copy of the Articles of Incorporation and bylaws of Bio-Medical are attached to the Company's Annual Report on Form 10-KSB for the year ended December 31, 2005 as Exhibit 3.6 and Exhibit 3.7, respectively, and such documents are incorporated herein by reference. 11 The following table sets forth the name, age and position of each of the directors, executive officers and significant employees as of March 31, 2006 with respect Bio-Medical. Each director will serve on the Board of Directors of the Subsidiary for a term of one year or until their successor is appointed and duly qualified at the next annual meeting of the Subsidiary's stockholders or until his or her successor has been elected and qualified. The Subsidiary's executive officers are appointed by, and serve at the discretion of, the Board of Directors. Name Age Position - ------------------ ----- -------------------- Steven N. Bronson 41 Chairman, President, Treasurer and Secretary Alan Rosenberg 36 Director Louis Meade 50 Director 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. 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. During the quarter, the Company sold its investments held in a brokerage account with Catalyst resulting in a realized gain of $1,652 and other comprehensive loss of $4,928. Results of Operations - --------------------- For the three months ended March 31, 2006, the Company has not earned any revenues, except for interest income and income from investments of $4,185. For the same period the Company incurred general and administrative expenses of $20,801 resulting in a net loss from operations equal to $16,616. 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. 12 Liquidity and Capital Resources - ------------------------------- During the three months ended March 31, 2006, the Company satisfied its working capital needs from cash on hand and cash generated from interest income during the year. As of March 31, 2006, the Company had cash on hand in the amount of $558,104. 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. 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, 2005. 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 the Company in its periodic reports filed or submitted by the Company 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 the Company in its periodic reports that are filed 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. As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation management, including the chief executive officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on the evaluation, 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 March 31, 2006, the Company was not a party to any material legal proceedings. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds On February 24, 2006, Steven N. Bronson, the Company's Chairman and President exercised an option to purchase 100,000 shares of the Company's common stock at the purchase price of $1.16. Based on this exercise the Company received proceeds of $116,000. On February 24, 2006, Leonard Hagan, a director of the Company exercised an option to purchase 10,000 shares of the Company's common stock at the purchase price of $1.16. Based on this exercise the Company received proceeds of $11,600. On February 24, 2006, Kenneth Schwartz, a director of the Company exercised an option to purchase 10,000 shares of the Company's common stock at the purchase price of $1.16. Based on this exercise the Company received proceeds of $11,600. 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 28, 2006, the Company entered into a new employment agreement with Steven N. Bronson appointing Mr. Bronson to serve as the chief executive officer and the president of the Company for the period April 1, 2006 through March 31, 2007. The agreement provides that Mr. Bronson will not receive a salary, however, the Board of Directors may determine to compensate Mr. Bronson. The term of the agreement is for a one (1) year period and the agreement automatically renews for additional one (1) year periods provided it is not terminated. A copy of the agreement is attached to the Company's Annual Report on Form 10-KSB for the year ended December 31, 2005 as Exhibit 10.17 and is incorporated herein by reference. 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. 14 On January 31, 2006, the Board of Directors of the Company directed the officers of the Company to amend the M&A Advisory Agreement to provide sub-paragraph 3.(A)(entitled Monthly Fee) of the M&A Advisory Agreement shall be amended to provided that monthly fee payable by the Company to Catalyst Financial during the one year period from February 1, 2006 though January 31, 2007 shall be increased from $1,000 per month to $5,000 per month. Thereafter, the Company shall pay a monthly fee in the amount of $1,000 to Consultant on the first day of each month commencing on February 1, 2007 and continuing through March 1, 2008. A copy of the Addendum to the M&A Advisory Agreement is attached to the Company's Annual Report on Form 10-KSB for the year ended December 31, 2005 as Exhibit 10.18 and is incorporated herein by reference. Subsequent Events - ------------------ On April 18, 2006, the Board of Directors approved the Spin-off of the Subsidiary and approved the following actions: (1) the surrender of 3,859,227 shares of the common stock of the Subsidiary currently held by the Company for cancellation by the Subsidiary. Following such action the Company shall own 1,140,773 shares of the Subsidiary's common stock, which shall constitute 100% of the Subsidiary's issued and outstanding common stock; (2) the Spin-off of the Subsidiary to the shareholders of the Company as of April 28, 2006 on a pro rata basis; and (3) the declaration of a stock dividend to the shareholders of the Company consisting of one share of common stock of the Subsidiary held by the Company for each share of the Company's common stock held by the shareholders to effect the pro-rata spin-off of the Subsidiary to the shareholders of the Company. The stock dividend will be issued approximately 20 calendar days after the Company mails an information statement to its shareholders concerning the spin-off and the Subsidiary. Also on April 18, 2006, the Board of Directors approved the reincorporation of the Company in the State of Nevada, from the State of Colorado, by merging the Company with and into a newly formed wholly owned subsidiary in the State of Nevada named Ridgefield Acquisition Corp. ("Ridgefield Nevada"), pursuant to a plan of merger, and adopted the following resolutions: (1) the Company shall be merged with and into Ridgefield Nevada in accordance with the provisions of Internal Revenue Code Section 368; (2) each share of common stock of the Company issued and outstanding immediately prior to the effective date of the merger shall be changed and converted into one fully paid and nonassessable share of common stock of Ridgefield Nevada; (3) each share of common stock of Ridgefield Nevada issued and outstanding immediately prior to the effective date (100 shares of common stock held by the Company) shall be cancelled, surrendered and returned to the status of authorized but unissued Ridgefield Nevada common stock; 15 (4) each outstanding option or warrant to purchase shares of the Company's common stock shall become an option or warrant to purchase, upon the same terms and conditions, the number of shares of Ridgefield Nevada which is equal to the number of shares of the Company common stock which the optionee would have received had such optionee exercised his or her option or right in full immediately prior to the effective date of the merger (whether or not such option or right was then exercisable). The exercise price per share under each of such options or warrants shall be equal to the exercise price per share thereunder immediately prior to the effective date of the merger; and (5) the formation of Ridgefield Nevada under the laws of the State of Nevada and capitalized as follows: 35,000,000 shares of capital stock; consisting of 30,000,000 shares of common stock $.001 par value and 5,000,000 shares of preferred stock $.01 par value and the appointment of Steven N. Bronson as the sole officer and director of Ridgefield Nevada. The Board of Directors also scheduled a Special Meeting of Shareholders of the Company (the "Special Meeting") to be held on June 16, 2006 at 10:00 a.m. (or at such later date as the officers of the Company may subsequently deem desirable) at a location to be designated by the officers of Company; and set April 28, 2006 as the Record Date for determining the stockholders entitled to notice and to vote at the Special Meeting. At the Special Meeting, the Company will solicit the approval and/or ratification by its shareholders of the following proposals: PROPOSAL 1 to approve and adopt a Plan of Merger to merge the Company with and into Ridgefield Acquisition Corp., a newly formed Nevada corporation which is a wholly owned subsidiary of the Company, in order to effectuate a reincorporation of the Company as a Nevada corporation, and, among other things, increase our authorized capital, change our articles of incorporation, and change our bylaws; PROPOSAL 2 to re-elect Steven N. Bronson, Leonard Hagan, and Kenneth Schwartz to serve as directors of the Company until the next Annual Meeting of Shareholders and/or until their successors are duly elected and qualified; PROPOSAL 3 to ratify and approve the Board of Directors' appointment of Carlin, Charron & Rosen LLP as our independent auditors; and And any other proposals that may properly be brought before the shareholders at the Special Meeting. The Board of Directors recommends that the shareholders approve all of the Proposals. Notwithstanding the approval and adoption of the Plan of Merger by the shareholders of the Company, the Plan of Merger may be terminated by the Board at any time prior to the filing of the Plan of Merger with the Secretary of State of the State of Nevada. On May 2, 2006, the Company filed a Current Report on Form 8-K disclosing the Spin-off and the Reincorporation, which is incorporated herein by reference. 16 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 the Company's Current Report on Form 8-K reporting an event of March 9, 1999. 3.6 Articles of Incorporation of Bio-Medical Automation, Inc. a Nevada corporation, the Company's wholly owned subsidiary. 3.7 By-laws of Bio-Medical Automation, Inc. a Nevada corporation, the Company's wholly owned subsidiary. 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. 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, April 1, 1996. 10.6 Form of Security Agreement, April 1, 1996. 10.7 Form of Common Stock Purchase Warrant, April 1, 1996. 10.8 Form of Promissory Note, July 1, 1996. 10.9 Form of April 1, 1996 Promissory Note Extension, October 17, 1996. 10.10 Form of Common Stock Purchase Warrant, October 10, 1996. 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. 17 10.15 Mergers and Acquisitions Advisory Agreement, dated as of April 1, 2005, between Ridgefield Acquisition Corp. and Catalyst Financial LLC. 10.16 Appointment of Atlas Stock Transfer Agent Corporation as the transfer Agent for Ridgefield Acquisition Corp. 10.17 Employment Agreement between Ridgefield Acquisition Corp. and Steven N. Bronson, dated as of March 28, 2006. 10.18 Addendum, dated as of February 1, 2006, to Mergers and Acquisitions Advisory Agreement, dated as of April 1, 2005, between Ridgefield Acquisition Corp. and Catalyst Financial LLC. 14 Code of Ethics 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 March 31, 2006. 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: May 12, 2006 RIDGEFIELD ACQUSITION CORP. By: /s/ Steven N. Bronson ------------------------------------ Steven N. Bronson, President (Principle Executive Officer), as Registrant's duly authorized officer 18 EXHIBIT INDEX The following Exhibits are filed herewith: Exhibit Number Description of Document - ------ ----------------------- 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. EX-31 2 ex31.txt Exhibit 31 Statement Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 By Principal Executive Officer and Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings I, Steven N. Bronson, certify that: 1. I have reviewed this Quarterly Report on Form 10-QSB for the quarter ended March 31, 2006 of Ridgefield Acquisition Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Dated: May 12, 2006 /s/ Steven N. Bronson ---------------------------------- Steven N. Bronson, President EX-32 3 ex32.txt Exhibit 32 President's Written Certification Of Financial Statements Pursuant to 18 U.S.C. Statute 1350 Pursuant to 18 U.S.C. Statute 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned hereby certifies in his capacity as president of Ridgefield Acquisition Corp. (the "Company") that (a) the Quarterly Report of the Company on Form 10-QSB for the period ended March 31, 2006 fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, and (b) the information contained in such report fairly presents, in all material respects, the financial condition of the Company at the end of such period and the results of operations of the Company for such period. Dated: May 12, 2006 /s/ Steven N. Bronson ---------------------------------- Steven N. Bronson, President -----END PRIVACY-ENHANCED MESSAGE-----