-----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, ARh5Ec6is5dTBnCGg1hwWFflCmaL5vmpY7KqIHGViJI0/r2zzHQYNQBQ376RJNVY 7PHGydn/ONqsqqBGLtfPZQ== 0000926274-07-000028.txt : 20070402 0000926274-07-000028.hdr.sgml : 20070402 20070402163042 ACCESSION NUMBER: 0000926274-07-000028 CONFORMED SUBMISSION TYPE: 10KSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20061231 FILED AS OF DATE: 20070402 DATE AS OF CHANGE: 20070402 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: 10KSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-16335 FILM NUMBER: 07739471 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 10KSB 1 rac-06ksb.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-KSB (Mark One) [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2006 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to _______ Commission File Number 0-16335 RIDGEFIELD ACQUISITION CORP. --------------------------------------------------------- (Name of Small Business Issuer in its Charter) Nevada 84-0922701 ----------------------- ------------------ (State or other juris- (IRS Employer diction of incorpora- Identification No.) tion or organization) 100 Mill Plain Road, Danbury, Connecticut 06877 ------------------------------------------- ----------- (Address of Principal Executive Offices) (Zip Code) Issuer's telephone number: (203) 791-3871 Securities registered under Section 12(b) of the Exchange Act: None Securities registered under Section 12(g) of the Exchange Act: None 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 [ ] Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [ ] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ] The issuer's revenues for fiscal year ended December 31, 2006 were: $14,422. As of March 28, 2007, the aggregate market value of the voting stock held by non-affiliates of the registrant, based upon the average bid and ask prices of such stock on that date was $601,103. Shares of common stock held by each officer and director and by each person who owns 10% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily conclusive and does not constitute an admission of affiliate status. As of March 28, 2007, there were issued and outstanding 1,140,773 shares of the registrant's common stock, par value $.00001 per share. Transitional Small Business Disclosure Format (check one) Yes [ ] No [X] 2 RIDGEFIELD ACQUISITION CORP. FORM 10-KSB Table of Contents Page PART I 4 ITEM 1. DESCRIPTION OF BUSINESS. 4 Employees. 6 Risk Factors Affecting Operating Results and Market Price of Stock. 7 ITEM 2. DESCRIPTION OF PROPERTY. 13 ITEM 3. LEGAL PROCEEDINGS. 13 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. 13 PART II 15 ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS. 15 ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION. 16 ITEM 7. FINANCIAL STATEMENTS. 19 ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. 19 ITEM 8A. CONTROLS AND PROCEDURES. 19 ITEM 8B. OTHER INFORMATION. 19 PART III 20 ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORAE GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT. 20 ITEM 10. EXECUTIVE COMPENSATION. 22 ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. 24 ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE. 24 ITEM 13. EXHIBITS. 25 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES. 27 SIGNATURES. 27 3 PART I ITEM 1. DESCRIPTION OF BUSINESS. Ridgefield Acquisition Corp. (the "Company") was incorporated as a Colorado corporation on October 13, 1983 under the name Ozo Diversified, Inc. On June 23, 2006, the Company filed Articles of Merger with the Secretary of State of the State of Nevada that effected the merger between the Company and a wholly owned subsidiary formed under the laws of the State of Nevada ("RAC-NV"), pursuant to a plan of merger, whereby RAC-NV was the surviving corporation. The merger changed the domicile of the Company from the State of Colorado to the State of Nevada. Furthermore, as a result of the plan of merger the Company is authorized to issue 35,000,000 shares of capital stock consisting of 30,000,000 shares of common stock, $.001 par value per share and 5,000,000 shares of preferred stock, $.01 par value per share. 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, was 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 were written off by the Company. The Company 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, for the years ended December 31, 2006 and 2005 and the period from January 1, 2000 through December 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. 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 legal requirement 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. 4 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 - -------------------------- 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"). In May 2003, the Company transferred the Patent to the Subsidiary in exchange for 5,000,000 shares of the common stock of the Subsidiary. On January 31, 2006, the Board of Directors of the Company, among other things, duly appointed officers and directors for the Subsidiary. The following table sets forth the name, age and position of each of the directors, executive officers and significant employees of Bio-Medical as of December 31, 2006. 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 The Subsidiary does not currently provide any compensation to its officers and directors. 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. However, there can be no assurances that the Subsidiary will successfully develop and/or exploit the technology covered by the Patent. As of December 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 1,140,773 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. 5 The Spin-Off of Bio-Medical - --------------------------- In furtherance of the Company's plan to exploit the Patent, 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"). On or about May 30, 2006, the Company mailed to its shareholders of record as of April 28, 2006, an Information Statement containing the information concerning the Company and the Spin Off called for by Regulation 14C under the Securities Exchange Act of 1934. The Information Statement on Schedule 14C is incorporated herein by reference. To effect 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 subject to an available exemption thereunder. In order to consummate 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. Upon the effectiveness of the Form 10-SB registration statement, the Company will distribute the shares of Bio-Medical Automation, Inc. to the shareholders of the Company. The Spin-Off is expected to be completed by the end of the second quarter of 2007. 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 ended December 31, 2006, the Company closed its Brokerage account with Catalyst. As of December 31, 2006, the Company realized gain of $1,652 and other comprehensive loss of ($4,928). Employees - --------- As of March 28, 2007, the Company had 1 employee, Steven N. Bronson, who serves as the Company's President. The Company does not have any employees that are represented by a union or other collective bargaining group. 6 Risk Factors Affecting Operating Results and Market Price of Stock - ------------------------------------------------------------------ Potential investors should carefully consider the risks described below before making an investment decision concerning the common stock of the Company. The risks and uncertainties described below are not the only ones we face. If any of the following risks actually occur, our business, financial condition or results of operations could be materially and adversely affected. In that case, the trading price of our common stock could decline, and investors may lose all or part of their investment. The Company Has Limited Resources - --------------------------------- The Company has limited resources and has had no revenues from operations for the fiscal years ended December 31, 2006 and December 31, 2005. On March 9, 1999, the Company sold substantially all of its assets and essentially ceased all operations. Currently, the primary source of revenue for the Company is interest income. The Company will only earn revenues through the acquisition of or merger(an "Acquisition") with a target company (a "Target") or through the Subsidiary's successful exploitation of the Patent. There can be no assurance that any Target, at the time of the Company's consummation of an Acquisition of the Target, or at any time thereafter, will derive any material revenues from its operations or operate on a profitable basis, or that the Subsidiary will derive any revenues from the Patent. The current revenues of the Company may not be sufficient to fund further Acquisitions or the successful development and exploitation of the Patent. Based on the Company's limited resources, the Company may not be able to effectuate its business plan and consummate an Acquisition or exploit the Patent. There can be no assurance that determinations ultimately made by the Company will permit the Company to achieve its business objectives. The Company Will Need Additional Financing in Order to Execute Its Business Plan - -------------------------------------------------------------------------------- The Company has had only nominal revenues to date and will be entirely dependent upon its limited available financial resources to implement its business plan to complete an Acquisition or to derive any revenues from the Patent. The Company cannot ascertain with any degree of certainty the capital requirements for the execution of its business plan. In the event that the Company's limited financial resources prove to be insufficient to implement its business plan, the Company will be required to seek additional financing. In addition, in the event of the consummation of an Acquisition, the Company may require additional financing to fund the operations or growth of the Target. The Company may also require additional financing to develop and exploit the Patent. Additional Financing May Not Be Available to the Company - -------------------------------------------------------- There can be no assurance that additional financing will be available to the Company on acceptable terms, or at all. To the extent that additional financing proves to be unavailable when needed, the Company would be limited in its attempts to complete Acquisitions and to successfully develop and exploit the Patent. The inability of the Company to secure additional financing, if needed, could also have a material adverse effect on the continued existence of RAC. The Company has no arrangements with any bank or financial institution to secure financing and there can be no assurance that any such arrangement, if required or otherwise sought, would be available on terms deemed to be commercially acceptable and in the best interests of the Company. 7 The Company May Not Be Able to Borrow Funds - ------------------------------------------- While there currently are no limitations on the Company's ability to borrow funds, the limited resources of the Company and limited operating history will make it difficult to borrow funds. The amount and nature of any borrowings by the Company will depend on numerous considerations, including the Company's capital requirements, the Company's perceived ability to meet debt service on any such borrowings and the then prevailing conditions in the financial markets, as well as general economic conditions. There can be no assurance that debt financing, if required or sought, would be available on terms deemed to be commercially acceptable by and in the best interests of the Company. The inability of the Company to borrow funds required to effect or facilitate an Acquisition may have a material adverse effect on the Company's financial condition and future prospects. Additionally, to the extent that debt financing ultimately proves to be available, any borrowings may subject the Company to various risks traditionally associated with indebtedness, including the risks of interest rate fluctuations and insufficiency of cash flow to pay principal and interest. Furthermore, a Target may have already incurred borrowings and, therefore, the Company will be subjected to all the risks inherent thereto. Competition for Acquisitions - ---------------------------- The Company expects to encounter intense competition from other entities having business objectives similar to those of the Company. Many of these entities, including venture capital partnerships and corporations, blind pool companies, large industrial and financial institutions, small business investment companies and wealthy individuals, are well-established and have extensive experience in connection with identifying and effecting Acquisitions directly or through affiliates. Many of these competitors possess greater financial, technical, human and other resources than the Company and there can be no assurance that the Company will have the ability to compete successfully. The Company's financial resources will be limited in comparison to those of many of its competitors. This inherent competitive limitation may compel the Company to select certain less attractive acquisition prospects. There can be no assurance that such prospects will permit the Company to achieve its stated business objectives. The Company May Be Subject to Uncertainty in the Competitive Environment of a Target - ------------------------------------------------------ In the event that the Company succeeds in effecting an Acquisition, the Company will, in all likelihood, become subject to intense competition from competitors of the Target. In particular, certain industries which experience rapid growth frequently attract an increasingly large number of competitors, including competitors with greater financial, marketing, technical, human and other resources than the initial competitors in the industry. The degree of competition characterizing the industry of any prospective Target cannot presently be ascertained. There can be no assurance that, subsequent to a consummation of an Acquisition, the Company will have the resources to compete effectively in the industry of the Target, especially to the extent that the Target is in a high growth industry. 8 The Company May Pursue an Acquisition with a Target Operating Outside the United States: Special Additional Risks Relating to Doing Business in a Foreign Country - -------------------------------------------------------------------------------- The Company may effectuate an Acquisition with a Target whose business operations or even headquarters, place of formation or primary place of business are located outside the United States. In such event, the Company may face the significant additional risks associated with doing business in that country. In addition to the language barriers, different presentations of financial information, different business practices, and other cultural differences and barriers that may make it difficult to evaluate such a Target, ongoing business risks may result from the internal political situation, uncertain legal systems and applications of law, prejudice against foreigners, corrupt practices, uncertain economic policies and potential political and economic instability that may be exacerbated in various foreign countries. Uncertain Prospects of Technology Covered by Patent - --------------------------------------------------- The Company has never derived any revenues from the technology covered by the Patent and there can be no assurances that the Company or the Subsidiary will be able to derive any revenues from the exploitation of the Patent. The Company through the Subsidiary will attempt to research and develop a commercial application for the technology covered by the Patent. However there can be no assurances that the Subsidiary will be able to find a commercial application for the technology covered by the Patent. Even if the Subsidiary is able to develop a commercial application for the technology covered by the Patent, there can be no assurances that the Subsidiary will be able to successfully market such application. Competition for the Patent - -------------------------- The Company expects to encounter competition from other entities in the medical device business with technology similar to that covered by the Patent. Many of these entities, including large drug and medical companies, bio-technology companies, venture capital partnerships and corporations, blind pool companies, large industrial and financial institutions, small business investment companies and wealthy individuals, are well-established and have extensive experience in connection with developing and exploiting medical technology and devices. Many of these competitors possess greater financial, technical, human and other resources than the Company and there can be no assurance that the Company will have the ability to compete successfully. The Company's financial resources will be limited in comparison to those of many of its competitors. There can be no assurance that such prospects will permit the Company to achieve its stated business objectives. Risks Associated with the Company's Investment Strategy - ------------------------------------------------------- The Company's decision to invest a portion of its cash in marketable securities exposes the Company to potential losses. The Company's investments in marketable securities carry a risk of loss. While the Company will endeavor to invest in securities that have a potential for gain, there can be no assurances that the Company will not suffer losses based on its Investment Strategy. 9 Steven N. Bronson is Critical to the Future Success of the Company - ------------------------------------------------------------------ Steven N. Bronson is the Chairman, C.E.O. and President of the Company. The ability of the Company to successfully carry out its business plan and to consummate additional Acquisitions will be dependent upon the efforts of Mr. Bronson and the Company's directors. Notwithstanding the significance of Mr. Bronson, the Company has not obtained any "key man" life insurance on his life. The loss of the services of Mr. Bronson could have a material adverse effect on the Company's ability to successfully achieve its business objectives. If additional personnel are required, there can be no assurance that the Company will be able to retain such necessary additional personnel. Mr. Bronson Has Effective Control of the Company's Affairs - ---------------------------------------------------------- As of March 28, 2007, Mr. Bronson beneficially owns and controls 976,116 shares of common stock of the Company, including options to purchase 150,000 shares of common stock, representing approximately 75.6% of the issued and outstanding shares of common stock and approximately 75.6% of the voting power of the issued and outstanding shares of common stock of the Company. In the election of directors, stockholders are not entitled to cumulate their votes for nominees. Accordingly, as a practical matter, Mr. Bronson may be able to elect all of the Company's directors and otherwise direct the affairs of the Company. There Exist Conflicts of Interest Relating to Mr. Bronson's Time Commitment to the Company - -------------------------------------------------------- Mr. Bronson is not required to commit his full time to the affairs of the Company. Mr. Bronson will have conflicts of interest in allocating management time among various business activities. As a result, the consummation of an Acquisition may require a greater period of time than if Mr. Bronson devoted his full time to the Company's affairs. However, Mr. Bronson will devote such time as he deems reasonably necessary to carry out the business and affairs of the Company, including the evaluation of potential Targets and the negotiation and consummation of Acquisitions and, as a result, the amount of time devoted to the business and affairs of the Company may vary significantly depending upon, among other things, whether the Company has identified a Target or is engaged in active negotiation and consummation of an Acquisition. 10 There Exist Risks to Stockholders Relating to Dilution: Authorization of Additional Securities and Reduction of Percentage Share Ownership Following Merger - -------------------------------------------------------- The Company's Certificate of Incorporation authorizes the issuance of 5,000,000 shares of common stock. As of March 22, 2006, the Company had 1,140,773 shares of common stock issued and outstanding and 3,859,227 authorized but unissued shares of common stock available for issuance. Although the Company has no commitments as of this date to issue its securities, the Company will, in all likelihood, issue a substantial number of additional shares in connection with or following an Acquisition. To the extent that additional shares of common stock are issued, the Company's stockholders would experience dilution of their ownership interests in the Company. Additionally, if the Company issues a substantial number of shares of common stock in connection with or following an Acquisition, a change in control of the Company may occur which may affect, among other things, the Company's ability to utilize net operating loss carry forwards, if any. Furthermore, the issuance of a substantial number of shares of common stock may adversely affect prevailing market prices, if any, for the common stock and could impair the Company's ability to raise additional capital through the sale of its equity securities. The Company may use consultants and other third parties providing goods and services. These consultants or third parties may be paid in cash, stock, options or other securities of the Company. The Company may in the future need to raise additional funds by selling securities of the Company which may involve substantial additional dilution to the investors. The Company is Authorized to Issue Preferred Stock - -------------------------------------------------- RAC's Articles of Incorporation authorizes the designation and issuance Of 1,000,000 shares of preferred stock (the "Preferred Stock"), with such designations, powers, preferences, rights, qualifications, limitations and restrictions of such series as the Board, subject to the laws of the State of Colorado, may determine from time to time. Accordingly, the Board is empowered, without stockholder approval, to designate and issue Preferred Stock with dividend, liquidation, conversion, voting or other rights which could adversely affect the voting power or other rights of the holders of Common Stock. In addition, the Preferred Stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control. Although we do not currently intend to designate or issue any shares of Preferred Stock, there can be no assurance that we will not do so in the future. It is likely however, that following a merger, new management may issue such preferred stock, and it is possible that one or more series of preferred stock will be designated and/or issued in order to effectuate a merger or financing. As of this date, we have no outstanding shares of Preferred Stock and we have not designated the rights or preferences of any series of preferred stock. The Uncertain Structure of an Acquisition May Result in Risks Relating to the Market for the Company's Common Stock - --------------------------------------------------------------------- The Company may form one or more subsidiary entities to effect an Acquisition and may under certain circumstances, distribute the securities of subsidiaries to the stockholders of the Company. There cannot be any assurance that a market would develop for the securities of any subsidiary distributed to stockholders or, if it did, any assurance as to the prices at which such securities might trade. 11 The Company Expects to Pay No Cash Dividends - -------------------------------------------- The Company presently does not expect to pay dividends. The payment of dividends, if any, will be contingent upon the Company's revenues and earnings, if any, capital requirements, and general financial condition. The payment of any dividends will be within the discretion of the Company's then Board of Directors. The Company presently intends to retain all earnings, if any, to implement its business plan, accordingly, the Board does not anticipate declaring any dividends in the foreseeable future. Indemnification of Officers and Directors - ----------------------------------------- The Company's Certificate of Incorporation provides for the Indemnification of its officers and directors to the fullest extent permitted by the laws of the State of Colorado. It is possible that the indemnification obligations imposed under these provisions could result in a charge against the Company's earnings and thereby affect the availability of funds for other uses by the Company. Taxation Considerations May Impact the Structure of an Acquisition and Post-merger Liabilities - ------------------------------------------------------- Federal and state tax consequences will, in all likelihood, be major considerations for the Company in consummating an Acquisition. The structure of an Acquisition or the distribution of securities to stockholders may result in taxation of the Company, the Target or stockholders. Typically, these transactions may be structured to result in tax-free treatment to both companies, pursuant to various federal and state tax provisions. The Company intends to structure any Acquisition so as to minimize the federal and state tax consequences to both the Company and the Target. Management cannot assure that an Acquisition will meet the statutory requirements for a tax-free reorganization, or that the parties will obtain the intended tax-free treatment upon a transfer of stock or assets. A non-qualifying reorganization could result in the imposition of both federal and state taxes, which may have an adverse effect on both parties to the transaction. The Company May Be Deemed an Investment Company and Subjected to Related Restrictions - --------------------------------------------- The regulatory scope of the Investment Company Act of 1940, as amended (the "Investment Company Act"), which was enacted principally for the purpose of regulating vehicles for pooled investments in securities, extends generally to companies engaged primarily in the business of investing, reinvesting, owning, holding or trading in securities. The Investment Company Act may, however, also be deemed to be applicable to a company which does not intend to be characterized as an investment company but which, nevertheless, engages in activities which may be deemed to be within the definitional scope of certain provisions of the Investment Company Act. The Company believes that its Investment Strategy may subject the Company to regulation under the Investment Company Act. If the Company is deemed to be an investment company, the Company may be forced to divest its investments or become subject to certain restrictions relating to the Company's activities, including restrictions on the nature of its investments and the issuance of securities. In addition, the Investment Company Act imposes certain requirements on companies deemed to be within its regulatory scope, including registration as an investment company, adoption of a specific form of corporate structure and compliance with certain burdensome reporting, record keeping, voting, proxy, disclosure and other rules and regulations. In the event of the characterization of the Company as an investment company, the failure by the Company to satisfy such regulatory requirements, whether on a timely basis or at all, would, under certain circumstances, have a material adverse effect on the Company. 12 Investors Should Not Rely on Forward-Looking Statements Because They Are Inherently Uncertain - ------------------------------------------------ This document contains certain forward looking statements that involve risks and uncertainties. We use words such as "anticipate," "believe," "expect," "future," "intend," "plan," and similar expressions to identify forward-looking statements. These statements are only predictions. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this document. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us and described on the preceding pages and elsewhere in this document. We believe it is important to communicate our expectations to our investors. However, there may be events in the future that we are not able to predict accurately or over which we have no control. The risk factors listed above, as well as any cautionary language in this document, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. Before you invest in our common stock, you should be aware that the occurrence of the events described in these risk factors and elsewhere in this document could have a material adverse effect on our business, operating results, financial condition and stock price. ITEM 2. DESCRIPTION OF PROPERTY Since January 5, 2004, the Company has maintained its principal offices at 100 Mill Plain Road, Danbury, Connecticut 06811. The Company is using a portion of the premises occupied by Catalyst Financial LLC, a full service brokerage, investment banking and consulting firm, 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. Prior to January 5, 2004, the Company used a portion of the premises located at 10 South Street, Suite 202, Ridgefield, Connecticut 06877, occupied by Catalyst Financial LLC. The Company did not pay any rent to Catalyst Financial LLC for the use of the offices located at 10 South Street, Suite 202, Ridgefield, Connecticut 06877. ITEM 3. LEGAL PROCEEDINGS There are no pending legal proceedings to which the Company is a party or of which any of its property is the subject as of the date of this report and there were no such proceedings during the fiscal years ended December 31, 2006 and December 31, 2005. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matter was submitted to a vote of the Company's security holders during the fourth quarter of the year ended December 31, 2006. On June 16, 2006, the Company held a Special Meeting of Shareholders ("Special Meeting") pursuant to a Notice of Special Meeting of Shareholders, dated May 26,2006, and Proxy Statement, dated May 26, 2006. Only shareholders of record as of April 28, 2006 were entitled to vote at the Special Meeting. As of April 28, 2006, there were 1,140,773 shares of common stock entitled to vote at the Special Meeting. An aggregate amount of 1,026,712 shares of common stock were present in person or by proxy and entitled to vote at the Special Meeting. Such number of shares represented approximately 90% of the Company's outstanding shares of common stock eligible to vote at the Special Meeting. 13 At the Special Meeting the shareholders approved and adopted a Plan of Merger to merge the Company with and into Ridgefield Acquisition Corp., a newly formed Nevada corporation ("RAC NV"), which is a wholly owned subsidiary of the Company, in order to effectuate the reincorporation of the Company as a Nevada Corporation (the "Reincorporation"). In conjunction with the Reincorporation the Company's authorized capital has been increased and the Company is now governed by the articles of incorporation and bylaws of RAC NV. For additional information regarding the Reincorporation readers are referred to the Company's Definitive Proxy Statement, dated May 26, 2006, on Schedule 14A which is incorporated herein by reference. The shareholders also voted to re-elect Steven N. Bronson, Kenneth Schwartz and Leonard Hagan to serve on the Board of Directors of the Company until their successors shall have been duly elected and qualified. Additionally, the shareholders ratified and approved the Board of Directors' appointment of Carlin, Charron & Rosen LLP as the Company's independent auditors for fiscal year 2006. At the Special Meeting the shareholders voted for the Proposals as follows: 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 the 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. Broker Votes For Votes Against Abstentions Non-Votes --------- ------------- ----------- --------- 1,026,582 0 130 19,466 PROPOSAL 2 To re-elect the following persons to serve as directors of the Company until their successors are duly elected and qualified: (1) Steven N. Bronson; (2)Leonard Hagan and (3) Kenneth Schwartz Broker Votes For Votes Against Abstentions Non-Votes --------- ------------- ----------- --------- (1) Steven N. Bronson 1,025,990 500 222 19,466 Broker Votes For Votes Against Abstentions Non-Votes --------- ------------- ----------- --------- (2) Leonard Hagan 1,026,240 250 222 19,466 Broker Votes For Votes Against Abstentions Non-Votes --------- ------------- ----------- --------- (3) Kenneth Schwartz 1,025,990 500 222 19,466 PROPOSAL 3 To ratify and approve the Board of Directors' appointment of Carlin, Charron & Rosen LLP as our independent auditors. Broker Votes For Votes Against Abstentions Non-Votes --------- ------------- ----------- --------- 1,026,201 326 185 19,466 On June 21, 2006, the Company filed a Current Report on Form 8-K disclosing the results of the Special Meeting, which is incorporated herein by reference. 14 PART II ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS (a) MARKET INFORMATION. The Company's common stock is quoted on the Over-The-Counter Bulletin Board and traded under the symbol "RDGA". The following table sets forth the range of high and low prices for the Company's common stock for the periods indicated. These prices represent reported transactions between dealers that do not include retail markups, markdowns or commissions, and do not necessarily represent actual transactions. COMMON STOCK ------------------------------------------------------------------ Year/Fiscal Period High ($) Low ($) ------------------ ------------ ----------- 2006 First Quarter 3.00 1.75 Second Quarter 3.50 3.50 Third Quarter 4.00 4.00 Fourth Quarter 3.00 3.00 2005 First Quarter 1.05 1.05 Second Quarter 1.05 1.05 Third Quarter 1.05 1.05 Fourth Quarter 3.00 1.05 As of March 28, 2007, the bid and ask price of the Company's common stock was $1.50 and $3.00, respectively. (b) HOLDERS. As of March 28, 2006, the Company had approximately 655 shareholders of record of its common stock, $0.10 par value. (c) DIVIDENDS. The Company has not declared cash dividends on its common stock since its inception, and the Company does not anticipate paying any dividends in the foreseeable future. There are no contractual restrictions on the Company's ability to pay dividends. Section 15(g) of the Exchange Act The Company's shares are covered by Section 15(g) of the Securities Exchange Act of 1934, as amended, and Rules 15g-1 through 15g-6 promulgated thereunder, which impose additional sales practice requirements on broker-dealers who sell our securities to persons other than established customers and accredited investors. Rule 15g-2 declares unlawful any broker-dealer transactions in penny stocks unless the broker-dealer has first provided to the customer a standardized disclosure document. Rule 15g-3 provides that it is unlawful for a broker-dealer to engage in a penny stock transaction unless the broker-dealer first discloses and subsequently confirms to the customer the current quotation prices or similar market information concerning the penny stock in question. Rule 15g-4 prohibits broker-dealers from completing penny stock transactions for a customer unless the broker-dealer first discloses to the customer the amount of compensation or other remuneration received as a result of the penny stock transaction. Rule 15g-5 requires that a broker-dealer executing a penny stock transaction, other than one exempt under Rule 15g-1, disclose to its customer, at the time of or prior to the transaction, information about the sales person's compensation. The Company's common stock may be subject to the foregoing rules. The application of the penny stock rules may affect our stockholder's ability to sell their shares because some broker-dealers may not be willing to make a market in our common stock because of the burdens imposed upon them by the penny stock rules. 15 ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION The following plan of operation 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. Disclosure Regarding Forward Looking Statements - ----------------------------------------------- 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. Acquisition Strategy - -------------------- The Company's plan of operation is 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 for a merger, acquisition, business combination or other arrangement, and there can be no assurance that the Company will ever successfully arrange for a merger, acquisition, business combination or other arrangement by and between the Company and a viable operating entity. 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, 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. 16 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. Competition to RAC's Acquisition Strategy - ----------------------------------------- In connection with its Acquisition Strategy, the Company expects to encounter intense competition from other entities having business objectives similar to those of the Company. Many of these entities, including venture capital firms, blind pool companies, large industrial and financial institutions, small business investment companies and wealthy individuals, are well-established and have extensive experience in connection with identifying and effecting acquisitions directly or through affiliates. Many of these competitors possess greater financial, technical, human and other resources than the Company and there can be no assurance that the Company will have the ability to compete successfully with such entities. The Company's financial resources will be limited in comparison to those of many of its competitors. The Company's limited financial resources may compel the Company to select certain less attractive acquisition prospects. The Spin-Off of Bio-Medical - --------------------------- In furtherance of the Company's plan to exploit the Patent, 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"). On or about May 30, 2006, the Company mailed to its shareholders of record as of April 28, 2006, an Information Statement containing the information concerning the Company and the Spin Off called for by Regulation 14C under the Securities Exchange Act of 1934. The Information Statement on Schedule 14C is incorporated herein by reference. To effect 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 subject to an available exemption thereunder. In order to consummate 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. Upon the effectiveness of the Form 10-SB registration statement, the Company will distribute the shares of Bio-Medical Automation, Inc. to the shareholders of the Company. The Spin-Off is expected to be completed by the end of the second quarter of 2007. 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 was 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 Chairman and Chief Executive Officer. 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. 17 On October 14, 2003, the Company deposited $250,000 in a brokerage account with Catalyst. As of December 31, 2006, the Company generated investment income of $1,652 and has an accumulated other comprehensive gain of ($4,928). 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. During the quarter ended December 31, 2006, the Company closed its Brokerage account with Catalyst. Subsequent Event - ----------------- On January 9, 2007, the Board authorized the Company to purchase 50,000 shares of the common stock of Argan, Inc., a publicly owned company, whose shares of common stock are traded on the NASDAQ's Over-the-Counter Bulletin Board under the symbol "AGAX" for an aggregate purchase price of $212,500. The Company's shares of Argan, Inc. are held in a brokerage account at Rushmore Securities, Inc. 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 investment in the securities of Argan, Inc. Results of Operations - --------------------- During the year ended December 31, 2006 ("Fiscal 06"), the Company earned no revenues from operations and generated interest income of $12,770, compared to no revenues from operations and interest income in the amount of $4,343 for the year ended December 31, 2005 ("Fiscal 05"). During Fiscal 06, the Company incurred expenses of $153,410, an increase of $105,868 compared to expenses of $47,542 for Fiscal 05. The increase was due primarily costs and expenses associated with the redomiciling of the Company from Colorado and Nevada and the funding and proposed spin-off of Bio-Medical Automation, Inc., the Company's wholly owned subsidiary. As of December 31, 2006, the Company had investment income of $1,652 and other comprehensive loss of ($4,928) based on its investment in securities. For Fiscal 06 the Company incurred a net operating loss of $138,988 compared to a net operating loss of $39,448 for Fiscal 05. Liquidity and Capital Resources - ------------------------------- During Fiscal 06, the Company satisfied its working capital needs from cash on hand at the beginning of the year, investment income generated from cash and investments and cash proceeds from the sale of common stock (see "Recent Sales of Unregistered Securities" section, below) during the year. As of December 31, 2006, the Company had working capital of $427,532. While this working capital will satisfy the Company's immediate financial needs, it may not be sufficient to provide the Company with sufficient capital to finance a merger, acquisition or business combination between the Company and a viable operating entity or the development and the exploitation of the Patent. The Company may need additional funds in order to complete a merger, acquisition or business combination between the Company and a viable operating entity. The Company or the Subsidiary may also need additional funds to finance the development and exploitation of the Patent. There can be no assurances that the Company will be able to obtain additional funds if and when needed. 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. 18 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 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. ITEM 7. FINANCIAL STATEMENTS The financial statements and related notes are included as part of this report as indexed in the appendix on pages F-1 through F-17. ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 8A. 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 Securities Exchange Act of 1934) as of the end of the period covered by this annual report on Form 10-KSB 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. ITEM 8B. OTHER INFORMATION None. 19 PART III ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT The following table sets forth the name, age and position of each of our directors, executive officers and significant employees as of December 31, 2006. Each director will hold office until the next annual meeting of our stockholders or until his or her successor has been elected and qualified. Our executive officers are appointed by, and serve at the discretion of, the Board of Directors. Name Age Position - ------------------ ----- -------------------- Steven N. Bronson 41 Chairman, Chief Executive Officer and President Leonard Hagan 55 Director Kenneth Schwartz 51 Director Steven N. Bronson has served as a director of the Company since June 1996. From September 1998 to August 11, 2000, Mr. Bronson was the sole officer of the Company. From September 1998 to March 17, 2000, Mr. Bronson was also the sole director of the Company. In September 1996, Mr. Bronson became the Chief Executive Officer and President of the Company. Mr. Bronson is also the President of Catalyst Financial LLC, a privately held full service securities brokerage and investment banking firm. Mr. Bronson has held that position since September 24, 1998. During the period of 1991 through September 23, 1998, Mr. Bronson was President of Barber & Bronson Incorporated, a full service securities brokerage and investment banking firm. Mr. Bronson acts as the manager of the Catalyst Fund, L.P., a Delaware limited partnership, that is a privately held hedge fund. In addition, Mr. Bronson is an officer and director of 4net Software, Inc., a publicly traded corporation. Leonard Hagan has served as a director of the Company since March 17, 2000. Mr. Hagan is a certified public accountant and for the past fifteen years has been a partner at Hagan & Burns CPA's, PC in New York. Mr. Hagan received a Bachelors of Arts degree in Economics from Ithaca College in 1974, and earned his Masters of Business Administration degree from Cornell University in 1976. Mr. Hagan is registered as the Financial and Operations Principal for the following broker-dealers registered with the Securities and Exchange Commission: Mallory Capital Group, LLC, Avalon Partners, Inc., K & Z Partners LLC, Blaylock & Company, Inc. Fieldstone Services Corp. and Danske Securities (US), Inc. Mr. Hagan is also a director of 4net Software, Inc., a publicly traded corporation. Dr. Kenneth Schwartz has served as a director of the Company since March 25, 2000. Dr. Schwartz has been self-employed as a dentist in New York, New York. Dr. Schwartz received his Bachelor of Sciences from Brooklyn College in 1977 and earned his D.D.S. from New York University College of Dentistry in 1982. No director, executive officer, promoter or control person of the Company has, within the last five years: (i) had a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (ii) been convicted in a criminal proceeding or is currently subject to a pending criminal proceeding (excluding traffic violations or similar misdemeanors); (iii) been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; (iv) been found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission (the "Commission") or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated. There are no family relationships among any directors and executive officers of the Company. 20 Meetings and Committees of the Board of Directors - ------------------------------------------------- During the fiscal year ended December 31, 2006, the Board of Directors held 4 meetings. In view of the Company's lack of operations, during the year ended December 31, 2006, the Board of Directors did not form any committees. During the fiscal year ended December 31, 2006, all of the directors then in office attended 100% of the total number of meetings of the Board of Directors and the Committees of the Board of Directors on which they served. Audit Committee - ---------------- The Audit Committee of the Company consists of Steven N. Bronson and Leonard Hagan. The functions of the Audit Committee are to recommend to the Board of Directors the appointment of independent auditors for the Company and to analyze the reports and recommendations of such auditors. The committee also monitors the adequacy and effectiveness of the Company's financial controls and reporting procedures. The Audit Committee does not meet on a regular basis, but only as circumstances require. Due the size of the Company and its lack of current operations, the Audit Committee has not designated a financial expert. Code of Ethics - --------------- At a meeting of the Board of Directors of the Company held on March 25, 2005, Company adopted a Code of Ethics. A copy of the Code of Ethics is attached as Exhibit 14 to the Company's Form 10-KSB for the year ended December 31, 2003. Section 16(a) Beneficial Ownership Compliance - --------------------------------------------- Section 16(a) of the Exchange Act requires the Company's directors and executive officers, and persons who own more than 10% of a registered class of the Company's equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers, directors and greater than 10% shareholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. To the Company's knowledge, based solely upon a review of the copies of such reports furnished to the Company and written representations that no other reports were required, during the year ended December 31, 2006, all Section 16(a) filing requirements applicable to its officers, directors and greater than 10% beneficial owners were complied with. 21 ITEM 10. EXECUTIVE COMPENSATION Summary Compensation Table(1) The following summary compensation table sets forth information Concerning the annual and long-term compensation earned by the Company's chief Executive officer and each of the other most highly compensated executive officers(collectively, the "Named Executive Officers"). Name/Position Fiscal year Annual Salary Stock Grants Option Grants - -------------------------------------------------------------------------------- Steven N. Bronson CEO and President 2006 $0 0 0 2005 $11,912 0 100,000(2) 2004 $48,000 0 150,000(3) 2003 $48,000 0 0 - ---------------------- (1) The Columns designated by the SEC for the reporting of certain bonuses, long term compensation, including awards of restricted stock, long term incentive plan payouts, and all other compensation have been eliminated as no such bonuses, awards, payouts, grants or compensation were awarded during any fiscal year covered by the table. (2) On March 25, 2005, the Company issued to Mr. Bronson 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. Such option vested immediately and was exercisable for a period of 5 years. This option was exercised by Mr. Bronson on February 24, 2006. (3) On March 21, 2003, the Company issued an option to Steven N. Bronson to purchase 150,000 shares of the Company's common stock at the purchase price of $1.65, which was 110% percent of the closing bid price on March 21, 2003. Such option vested immediately and is exercisable for a period of 5 years. On March 25, 2005, the Board of Directors of the Company agreed to pay the accrued salary in the amount of $113,132 to Mr. Bronson through the issuance of 107,745 shares of the Company's common stock at fair market value. Option/SAR Grants in Last Fiscal Year The following table contains certain information regarding grants of stock options to Named Executive Officers during the fiscal year ended December 31, 2006. The stock options listed below were granted without tandem stock appreciation rights. We have no freestanding stock appreciation rights outstanding.
Number of Percent of Securities Total Options/ Underlying SARs Granted to Name Options/SARs Employees Exercise or Expiration Granted (#) in Fiscal Year Base Price ($/Sh) Date - ------------------ ----------- --------------- ----------------- -------------- Steven N. Bronson 0 0 - -
- ------------------- (1) On February 24, 2006, Mr. Bronson exercised this option to purchase 100,000 shares of the Company's common stock at the purchase price of $1.16. Other Plans. The Company does not currently have any bonus, profit sharing, pension, retirement, stock option, stock purchase, or other remuneration or incentive plans in effect. Long Term Incentive Plan. The Company has no long-term incentive plan. 22 Aggregate Option Exercises in Fiscal 2006 and Fiscal Year End Option Values The following table contains certain information regarding stock options exercised during and options to purchase common stock held as of December 31, 2006, by each of the Named Executive Officers.
Number Number of Securities Value of Unexercised Of Shares Underlying Unexercised In-the-Money Options Name/ Acquired Value Options at Fiscal Year End at Fiscal Year End Position On Exercise Realized Exercised/Unexercised Exercised/Unexercised (1) - ------------------ ----------- -------- -------------------------- ------------------------- Steven N. Bronson Chairman, CEO and President 100,000 0 150,000 $0
- ------------------- (1) Calculated on the basis of the closing share price of the common stock on the over-the-counter market on the date exercised, less the exercise price payable for such shares. Compensation of Directors - ------------------------- In fiscal year ended December 31, 2006, no cash compensation was paid to our directors for their services as directors. Employment Contracts - -------------------- On March 24, 2001, the Company entered into an employment agreement with Steven N. Bronson, the president of the Company. The terms of such Employment Agreement include the following: Name Title Salary/Year Term - ----------------------------------------------------------------- Steven N. Bronson CEO & President $48,000 1 year A copy of Mr. Bronson's 2001 employment agreement is attached as Exhibit 10.13 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, and modified the agreement to provide that Mr. Bronson shall no longer be entitled to receive a salary of $48,000 per year. Also on March 25, 2005, the Company issued to Mr. Bronson 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. Such option vested immediately and is exercisable for a period of 5 years. On February 24, 2006, Mr. Bronson exercised his option to purchase 100,000 shares of the Company's common stock at the purchase price of $1.16. 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 as Exhibit 10.17, to the Form 10-KSB for the year ended December 31, 2005 and is incorporated herein by reference. 23 ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth as of February 20, 2007, certain information regarding the beneficial ownership of the common stock outstanding by (i) each person who is known to the Company to own 5% or more of the common stock, (ii) each director of the Company, (iii) certain executive officers of the Company and (iv) all executive officers and directors of the Company as a group. Unless otherwise indicated, each of the stockholders shown in the table below has sole voting and investment power with respect to the shares beneficially owned. Unless otherwise indicated, the address of each person named in the table below is c/o Ridgefield Acquisition Corp., 100 Mill Plain Road, Danbury, Connecticut 06811. Number of Percent Name and Address Company Position Shares owned of class - ---------------- ---------------- ------------ -------- Steven N. Bronson Chairman, CEO 976,116(2)(3) 75.6% and President Kenneth Schwartz Director 32,500(4) 2.8% Leonard Hagan Director 15,000 1.3% RAM Capital Management Trust I(5) Beneficial Owner 100,000 8.8% All directors and executive officers a group (3 persons) 1,123,616 79.8% - ----------------------------- (1) As used in this table, a beneficial owner of a security includes any person who, directly or indirectly, through contract, arrangement, understanding, relationship or otherwise has or shares (a) the power to vote, or direct the voting of, such security or (b) investment power which includes the power to dispose, or to direct the disposition of, such security. In addition, a person is deemed to be the beneficial owner of a security if that person has the right to acquire beneficial ownership of such security within 60 days. (2) Includes options to purchase 150,000 shares of common stock at an exercise price of $1.65 per share, and such options are set to expire on March 21, 2008. (3) This amount also includes 34,211 shares of common stock owned by Mr. Bronson's spouse. (4) This amount includes 17,500 shares of common stock owned by Dr. Schwartz's spouse, and Dr. Schwartz expressly disclaims beneficial ownership of the shares owned by his spouse. (5) RAM Capital Management Trust I is a trust organized and existing under the laws of the State of Florida, and has it principal address at 5700 White Hickory Circle, Tamarac, Florida 33319. ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE. Steven N. Bronson is the President of Catalyst Financial LLC f/k/a Catalyst Financial Corp. ("Catalyst"), a full service securities brokerage and investment banking firm. Since March 25, 1999, the Company has utilized a portion of the premises occupied by Catalyst as its executive offices. Due to the reduced level of the Company's operations, Catalyst has, until further notice, waived the payment of rent by the Company. No rent was paid by the Company to Catalyst during the fiscal year ended December 31, 2006. 24 Steven N. Bronson is the owner and principal of Catalyst Financial LLC ("Catalyst Financial"), a full service securities brokerage, investment banking and consulting firm. The Company entered into a Mergers and Acquisitions Advisory Agreement, dated as of November 13, 2001, with Catalyst Financial (the "M&A Advisory Agreement"). 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. The M&A Advisory Agreement expired by its own terms in November 2005. On March 25, 2006, the Board of Directors authorized the renewal of the M&A Advisory Agreement for an additional three years commencing on April 1, 2006. Additionally, under the Board modified the M&A Advisory Agreement to provide that the Company shall pay to Catalyst Financial a monthly retainer fee in the amount of $1,000 per month commencing on April 1, 2006 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 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 hereto as Exhibit 10.18 and is incorporated herein by reference. ITEM 13. EXHIBITS The following exhibits are hereby filed as part of this Annual Report on Form 10-KSB or incorporated 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. 25 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. 10.15 Mergers and Acquisitions Advisory Agreement, dated as of April 1, 2006, 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, 2006, 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 26 Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Audit Fees. - ---------- The aggregate fees billed to the Company for professional services rendered by principal accountants for the audit of our annual financial statements and review of our quarterly financial statements was $9,100 and $9,100 for fiscal years 2006 and 2005, respectively. Audit-Related Fees. - ------------------ None. Tax Fees. - -------- The aggregate fees billed to the Company for professional services rendered by accountants for tax related services is $900 for fiscal years 2006 and 2005. All Other Fees. - -------------- None. The audit committee approved the engagement of Carlin, Charron & Rosen, LLP in the preparation of the Company's tax returns for fiscal year 2006. SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: March 30, 2007 RIDGEFIELD ACQUISITION CORP., a Nevada corporation By: /s/ Steven N. Bronson ------------------------------------ Steven N. Bronson, CEO and President Principle Executive Officer as Registrant's duly authorized officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated: /s/ Steven N. Bronson /s/ Kenneth Schwartz - ---------------------------------- ---------------------------------- Steven N. Bronson Kenneth Schwartz President, Chief Executive Director Officer and Chairman March 30, 2007 of the Board of Directors Principal Executive Officer March 30, 2007 /s/ Leonard Hagan - --------------------------------- Leonard Hagan Director March 30, 2007 27 EXHIBIT INDEX The following Exhibits are filed herewith: Exhibit Number Description of Document - ------ ----------------------- 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. 28 RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY (A Development Stage Company) INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page Report of Independent Registered Public Accounting Firm F - 2 Consolidated Balance Sheet December 31, 2006 F - 3 Consolidated Statements of Operations and Comprehensive Income (Loss) Years Ended December 31, 2006 and 2005 and Cumulative Amounts from January 1, 2000 to December 31, 2006 F - 4 Consolidated Statements of Stockholders' Equity Years Ended December 31, 2006 and 2005 and Cumulative Amounts from January 1, 2000 to December 31, 2006 F - 5 Consolidated Statements of Cash Flows Years Ended December 31, 2006 and 2005 and Cumulative Amounts from January 1, 2000 to December 31, 2006 F - 7 Notes to Consolidated Financial Statements F - 9
F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Ridgefield Acquisition Corp. We have audited the accompanying consolidated balance sheet of Ridgefield Acquisition Corp. and subsidiary (the "Company") as of December 31, 2006, and the related consolidated statements of operations and comprehensive income (loss), stockholders' equity, and cash flows for each of the years in the two-year period ended December 31, 2006 and for the period from January 1, 2000 to December 31, 2006. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate under the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Ridgefield Acquisition Corp. and subsidiary as of December 31, 2006, and the results of their operations and their cash flows for each of the years in the two-year period ended December 31, 2006 and for the period from January 1, 2000 to December 31, 2006, in conformity with accounting principles generally accepted in the United States of America. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has no principal operations or significant revenue producing activities which raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Carlin Charron & Rosen LLP Glastonbury, Connecticut March 30, 2007 F-2 RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY (A Development Stage Company) CONSOLIDATED BALANCE SHEET DECEMBER 31, 2006 ASSETS CURRENT ASSETS Cash and cash equivalents $ 435,167 ----------- Total Assets $ 435,167 =========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable and accrued expenses $ 7,635 ----------- Total Current Liabilities 7,635 ----------- STOCKHOLDERS' EQUITY Preferred stock - $.01 par value; authorized - 5,000,000 shares; Issued - none -- Common stock - $.001 par value; authorized - 30,000,000 shares; Issued and outstanding - 1,140,773 shares 1,141 Capital in excess of par value 2,093,003 Accumulated deficit (947,820) Deficit accumulated during the development stage (718,792) ----------- Total Stockholders' Equity 427,532 ----------- Total Liabilities and Stockholders' Equity $ 435,167 =========== The accompanying notes are an integral part of these consolidated financial statements. F-3 RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY (A Development Stage Company) CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
Cumulative Amounts from Years Ended January 1, 2000 December 31, to December 31, 2006 2005 2006 REVENUES Interest income $ 12,770 $ 4,343 $ 42,980 Realized gain on investments 1,652 3,751 33,274 --------- --------- --------- Total Revenues 14,422 8,094 76,254 --------- --------- --------- OPERATING EXPENSES General and administrative 153,410 47,542 645,697 Employee stock options -- -- 130,625 Write-off of patent -- -- 18,724 --------- --------- --------- Total Expenses 153,410 47,542 795,046 --------- --------- --------- NET LOSS (138,988) (39,448) (718,792) --------- --------- --------- OTHER COMPREHENSIVE INCOME (LOSS) Unrealized loss on securities (3,276) (3,751) (321) Reclassification adjustment for realized gain/loss (1,652) 4,682 321 --------- --------- --------- Other comprehensive income (loss) (4,928) 931 - --------- --------- --------- COMPREHENSIVE LOSS $(143,916) $ (38,517) $(718,792) ========= ========= ========= NET LOSS PER COMMON SHARE Basic and dilutive $ (0.12) $ (0.04) $ (0.84) ========= ========= ========= WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - Basic and dilutive 1,122,691 903,164 852,977 ========= ========= =========
The accompanying notes are an integral part of these consolidated financial statements. F-4 RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY (A Development Stage Company) CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Deficit) Accumulated Accumulated Common Stock Capital in During Other ----------------- Excess of Note Deferred Accumulated Development Comprehensive Shares Amount Par Value Receivable Compensation (Deficit) Stage Income/(Loss) Totals ------ ------ --------- ---------- ------------ ----------- ----------- ------------- ------ Balance, January 1, 2000 643,128 $ 64,313 $1,312,049 $ -- $ -- ($947,820) $ -- $ -- $428,542 ======= ======== ========== ========= ========= ========= ========= ========= ======== Issuance of common stock to officer for deferred compensation, valued at $.75 per share 64,000 6,400 41,600 -- (48,000) -- -- -- -- Deferred compensation earned -- -- -- -- 37,000 -- -- -- 37,000 Net (loss) -- -- ($108,400) -- -- -- -- -- (108,400) ------- -------- ---------- --------- --------- --------- --------- --------- -------- Balance, December 31, 2000 707,128 $ 70,713 $1,353,649 -- (11,000) (947,820) (108,400) -- 357,142 ======= ======== ========== ========= ========= ========= ========= ========= ======== Issuance of common stock to officerfor deferred compensation, valued at $1.25 per share 38,400 3,840 44,160 -- (48,000) -- -- -- -- Deferred compensation earned -- -- -- -- 48,000 -- -- -- 48,000 Issuance of common stock for services, valued at $1.82 per share 10,000 1,000 17,200 -- -- -- -- -- 18,200 Exercise of common stock warrants for cash at $.75 per share 7,500 750 4,875 -- -- -- -- -- 5,625 Exercise of common stock warrants at $1.00 per share 50,000 5,000 45,000 (50,000) -- -- -- -- -- Net (loss) -- -- -- -- -- -- (92,773) -- 92,773 ------- -------- --------- -------- -------- --------- --------- -------- -------- Balance, December 31, 2001 813,028 81,303 1,464,884 (50,000) (11,000) (947,820) (201,173) -- 336,194 ======= ======== ========== ======== ======== ========= ========= ======== ======== Deferred compensation earned -- -- -- -- 11,000 -- -- -- 11,000 Repayment of note receivable -- -- -- 50,000 -- -- -- -- 50,000 Stock options issued as compensation -- -- 130,625 -- -- -- -- -- 130,625 Net (loss) -- -- -- -- -- -- 204,136) -- (204,136) ------- -------- --------- -------- -------- --------- --------- -------- -------- Balance, December 31, 2002 813,028 $ 81,303 $1,595,509 -- -- ($947,820) ($405,309) -- $323,683 ======= ======== ========== ======== ======== ========= ========= ======== ======== Other Comprehensive Income/Loss Changes in unrealized gain/loss -- -- -- -- -- -- -- (2,095) (2,095) Net Loss -- -- -- -- -- -- (86,787) -- (86,787) ------- -------- --------- -------- -------- --------- --------- -------- -------- Balance, December 31, 2003 813,028 $ 81,303 $1,595,509 -- -- ($947,820) ($492,096) ($2,095) 234,801 ======= ======== ========== ======== ======== ========= ========= ======== ========
F-5 RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY (A Development Stage Company) CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (continued)
Accumulated Accumulated Common Stock Capital in During Other ----------------- Excess of Note Deferred Accumulated Development Comprehensive Shares Amount Par Value Receivable Compensation (Deficit) Stage Income/(Loss) Totals ------ ------ --------- ---------- ------------ ----------- ----------- ------------- ------ Balance, December 31, 2003 813,028 $ 81,303 $1,595,509 -- -- ($947,820) ($492,096) ($2,095) 234,801 ========= ======== ========== ======== ======== ========= ========= ======= ======== Other Comprehensive Income/Loss Changes in unrealized gain/loss -- -- -- -- -- -- -- 6,092 6,092 Net Loss -- -- -- -- -- -- (48,260) -- (48,260) --------- -------- ---------- -------- -------- --------- --------- ------- -------- Balance, December 31, 2004 813,028 $ 81,303 $1,595,509 -- -- ($947,820) ($540,356) $3,997 $192,633 ========= ======== ========== ======== ======== ========= ========= ======= ======== Issuance of Common Stock 207,745 20,774 257,358 -- -- -- -- -- 278,132 Other Comprehensive Income/Loss Changes in unrealized gain/loss -- -- -- -- -- -- -- 931 931 Net Loss -- -- -- -- -- -- (39,448) -- (39,448) --------- -------- ---------- -------- -------- --------- --------- ------- -------- Balance, December 31, 2005 1,020,773 $102,077 $1,852,867 -- -- ($947,820) ($579,804) $4,928 $432,248 ========= ======== ========== ======== ======== ========= ========= ======= ======== Issuance of Common Stock - stock options exercised 120,000 12,000 127,200 -- -- -- -- -- 139,200 Change in Par Value -- (112,936) 112,936 -- -- -- -- -- -- Other Comprehensive Income/Loss Changes in unrealized gain/loss -- -- -- -- -- -- -- (4,928) (4,928) Net Loss -- -- -- -- -- -- (138,988) -- (138,988) --------- -------- ---------- -------- -------- --------- --------- ------- -------- Balance, December 31, 2006 1,140,773 $ 1,141 $2,093,003 -- -- ($947,820) ($718,792) -- $427,532 ========= ======== ========== ======== ======== ========= ========= ======= ========
The accompanying notes are an integral part of these consolidated financial statements. F-6 RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY (A Development Stage Company) CONSOLIDATED STATEMENTS OF CASH FLOWS
Cumulative Amounts from Years Ended January 1, 2000 to December 31, December 31, 2006 2005 2006 CASH FLOWS FROM OPERATING ACTIVITES Net loss $(138,988) $ (39,448) $(718,792) Adjustments to reconcile net loss to net cash used in operating activities: Stock issuance for salary -- 11,912 107,912 Stock issuance for professional services -- -- 18,200 Stock options compensation -- -- 130,625 Realized gain on investments (1,652) (3,751) (33,273) Write-off of patent -- -- 18,724 Changes in assets and liabilities Decrease in note and interest receivable -- -- 50,000 Increase/(decrease) in accounts payable and accrued expenses (396) (1,937) 93,462 --------- --------- --------- Net cash used in operating activities (141,035) (33,224) (333,142) --------- --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES Purchases of investments -- (187,750) (650,863) Proceeds from sales of investments 61,224 184,782 684,136 --------- --------- --------- Net cash provided by (used in) investing activities 61,224 (2,968) 33,273 --------- --------- --------- 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 139,200 165,000 309,825 --------- --------- --------- NET INCREASE IN CASH AND CASH EQUIVALENTS 59,389 128,808 9,956 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIODS 375,778 246,970 425,211 --------- --------- --------- CASH AND CASH EQUIVALENTS, END OF PERIODS $ 435,167 $ 375,778 $ 435,167 ========= ========= =========
The accompanying notes are an integral part of these consolidated financial statements. F-7 RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY (A Development Stage Company) CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) YEARS ENDED DECEMBER 31, 2006 AND 2005 AND CUMULATIVE AMOUNTS FROM JANUARY 1, 2000 TO DECEMBER 31, 2006 SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES During the year ended December 31, 2002, the Company charged to equity the $130,625 value of employee stock options issued to the Company's President. During the year ended December 31, 2005, the Company satisfied its obligations to pay the President's accrued salary included in accounts payable and accrued expenses of $101,220 through the issuance of shares of the Company's common stock. The accompanying notes are an integral part of these consolidated financial statements. F-8 RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY (A Development Stage Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ORGANIZATION Ridgefield Acquisition Corp. (the "Company") was incorporated under the laws of the State of Colorado on October 13, 1983. Effective June 23, 2006, the Company was reincorporated under the laws of the State of Nevada through the merger of the Company with a wholly owned subsidiary of the Company. 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 determined not to pursue further development or sale of the proto-type device and has written-off the associated patent costs. On April 18, 2006, the Board of Directors of the Company voted to hold a special meeting of stockholders to change the domicile of the Company from the State Colorado to the State of Nevada (the "Reincorporation"). At the special meeting, held on June 16, 2006, the shareholders voted to approve the Reincorporation. Furthermore, as a result of the plan of merger the Company is authorized to issue 35,000,000 shares of capital stock consisting of 30,000,000 shares of common stock, $.001 par value per share and 5,000,000 shares of preferred stock, $.01 par value per share. On June 28, 2006, the Company filed a Statement of Merger with the Secretary of State of the State of Colorado, which effectively dissolved the Company's existence as a Colorado corporation. The changes in the Company's par value of common stock has been recorded as a decrease to common stock and a corresponding increase to capital in excess of par value totaling $112,936. 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 included 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 Board of Directors of the Company authorized the spin off of the Subsidiary to the Company's shareholders on a pro rata basis, so that the Subsidiary may be better able to exploit the Patent, by among other things being able to attract financing (See Note 5). 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 nor revenue from any source. F-9 RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY (A Development Stage Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 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 December 31, 2006 and the year 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 of $718,792 through December 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 December 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. INCOME TAXES The Company has adopted the provisions of SFAS 109, "Accounting for Income Taxes". SFAS 109 requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, the deferred tax liabilities and assets are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. LOSS PER COMMON SHARE Basic loss per common share is calculated by dividing net loss by the weighted average number of common shares outstanding during the year. Diluted income per common share is calculated by adjusting outstanding shares, assuming conversion of all potentially dilutive convertible equity instruments consisting of options. There is no difference in the calculation of basic and diluted loss per share for any period presented since the inclusion of potentially dilutive convertible equity instruments would be anti-dilutive. CASH EQUIVALENTS For purposes of reporting cash flows, the Company considers as cash equivalents all highly liquid investments with a maturity of three months or less at the time of purchase. USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. F-10 RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY (A Development Stage Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) STOCK BASED COMPENSATION The Company grants stock options for a fixed number of shares to employees and directors with an exercise price equal to the fair value at the date of grant. Effective January 1, 2006, the Company adopted the provisions of Statement of Financial Accounting Standards No. 123(R) "Share-Based Payment," ("SFAS No. 123(R)"), which establishes accounting for equity instruments exchanged for employee services. Under the provisions of SFAS No. 123(R), share-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the employee's requisite service period (generally the vesting period of the equity grant). Prior to January 1, 2006, the Company accounted for share-based compensation to employees in accordance with Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations. The Company also followed the disclosure requirements of Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS No. 123"). The Company elected to adopt the modified prospective transition method as provided by SFAS No. 123(R) and, accordingly, financial statement amounts for the prior periods presented in this Form 10-KSB have not been restated to reflect the fair value method of expensing share-based compensation. The Company's adoption of SFAS No. 123(R) had no impact on its financial position and results of operations because all of the Company's outstanding stock options are fully vested. If the Company had elected in 2005 to recognize compensation expense for the options granted determined based on the fair value at the grant date for the options, consistent with the provisions of SFAS 123,the Company's pro forma net loss and net loss per share for the year ended December 31, 2005 would be as follows: 2005 Net loss As reported $ (39,448) Pro forma (125,932) Net loss per share As reported (.06) Pro forma (.06) The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions used for grants in fiscal 2005: no dividend yield; expected volatility of 90%; risk-free interest rate of 5.5%; and expected life of five years. PATENT COSTS The Company had applied for a patent from the U.S. Patent Office for a micro-robotic device under development. The costs associated with obtaining this patent were capitalized and were to be amortized over the life of the patent. The patent was the Company's sole asset of continuing operations. In 1999, the Company incurred research and development costs associated with development of the micro-robotic device underlying the patent and had, as of December 31, 1999, continued to assess the economic benefit of continuing research and development activities or sale of the patent. In February 2000, the Company entered into an agreement with a shareholder which resulted in a change in control of the Company. The agreement specified that the Company owns certain intellectual property consisting of the patent application and a related Technology License Agreement. In June 2000, the Company decided not to pursue further research and development or sale of the patent and wrote off the capitalized costs. In 2002, the Company received its patent for the micro-robotic device from the U.S. Patent Office. F-11 RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY (A Development Stage Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) FAIR VALUE The carrying amount reported in the balance sheet for cash and cash equivalents, accounts payable and accrued expenses approximates fair value because of the immediate or short-term nature of these financial instruments. CONCENTRATIONS OF CREDIT RISK Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company maintains cash and cash equivalents accounts at two financial institutions. The Company periodically evaluates the credit worthiness of financial institutions, and maintains cash accounts only in large high quality financial institutions, thereby minimizing exposure for deposits in excess of federally insured amounts. NEW ACCOUNTING STANDARD In September 2005, the Financial Accounting Standards Board (FASB) issued a proposed Statement of Financial Accounting Standards which amends FASB Statement No. 128, "Earnings per Share." The proposed statement is intended to clarify guidance on the computation of earning per share for certain items such as mandatorily convertible instruments, the treasury stock method, and contingently issuable shares. The Company has evaluated the proposed statement as presently drafted and has determined, that if adopted in its current form, it would not have a material impact on the computation of earning per share. In September 2006, the FSAB issued SFAS No. 157 "Fair Value Measurements," which provides a definition of fair value, establishes a framework for measuring fair value and requires expanded disclosures about fair value measurements. The measurement and disclosure requirements, which are applied prospectively, are effective for the Company beginning in the first quarter of 2008. Management is assessing the potential impact on the Company's financial condition and results of operations. In June 2006, the FASB issued FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109" ("SFAS No. 109"). The interpretation contains a two step approach to recognizing and measuring uncertain tax positions accounted for in accordance with SFAS No. 109. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. The provisions are effective for the Company beginning in the first quarter of fiscal 2007. The Company does not anticipate that the adoption of this statement will have any material impact on its financial statements. F- 12 RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY (A Development Stage Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - BASIS OF ACCOUNTING / GOING CONCERN The accompanying financial statements have been prepared on the basis of accounting principles applicable to a going concern which contemplates the realization of assets and extinguishment of liabilities in the normal course of business. As shown in the accompanying financial statements, the Company has accumulated a deficit of $947,820 through December 31, 1999 and has incurred a deficit since reentering the development stage, effective January 1, 2000, of $718,792. As discussed in Note 1, the Company, in 1999, sold all of its assets relating to its historical line of business and abandoned, in 2000, its efforts in the research and development of a micro-robotic device. As of December 31, 2006, the Company has no principal operations or revenue producing activities. These factors indicate that the Company may be unable to continue in existence. The Company's financial statements do not include any adjustments related to the carrying value of assets or the amount and classification of liabilities that might be necessary should the Company be unable to continue in existence. The Company's ability to establish itself as a going concern is dependent on its ability to merge with another entity or acquire revenue producing activities. NOTE 3 - STOCKHOLDERS' EQUITY COMMON STOCK Common shares issued for non-cash consideration are valued at the trading price of the Company's common stock as of the date the shares were approved for issuance. On December 8, 2005, the Company entered into a stock purchase agreement(the "Agreement") with RAM Capital Management Trust I ("RAM Capital"). Pursuant to the Agreement, the Company agreed to sell RAM Capital 100,000 restricted shares of the Company's common stock, $.10 par value (the "Shares"), at a purchase price of $1.65 per share. On December 22, 2005, the Company received RAM Capital's check in the amount of $165,000 as payment of the purchase price for the shares pursuant to the Agreement (also see Note 5). OPTIONS On March 25, 2005,the Company issued to Mr. Bronson 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 and such option was exercisable for a period of 5 years. On February 24, 2006, Mr. Bronson exercised his option to purchase 100,000 shares of the Company's common stock at the purchase price of $1.16. On March 25, 2005, the Company issued options to Leonard Hagan and Kenneth Schwartz 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, for services rendered to the Company. Such options are exercisable for a period of 5 years commencing on March 25, 2005. On February 24, 2006, Messrs: Hagan and Schwartz each exercised their option to purchase 10,000 shares of the Company's common stock at the purchase price of $1.16. In 2003, the Company issued an option to Steven N. Bronson to purchase 150,000 shares of the Company's common stock at the purchase price of $1.65, which was 110% percent of the closing bid price on March 21, 2003 and such option is exercisable for a period of 5 years. F-13 RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY (A Development Stage Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3 - STOCKHOLDERS' EQUITY (CONTINUED) The status of outstanding options granted by the Company is as follows: No. Weighted Avg. of Exercise Shares Price Options Outstanding - December 31, 2003 150,000 1.65 (150,000 exercisable) ------- Options Granted in 2004 - - - Options Exercised in 2004 - - - Options Forfeited in 2004 - - - ------ Options Outstanding - December 31, 2004 150,000 1.65 (150,000 exercisable) ------- Options Granted in 2005 - 120,000 1.16 Options Exercised in 2005 - - - Options Forfeited in 2005 - - - ------- Options Outstanding - December 31, 2005 270,000 1.43 (270,000 exercisable) ------- Options Granted in 2006 - - - Options Exercised in 2006 - (120,000) 1.16 Options Forfeited in 2006 - - - ------- Options Outstanding - December 31, 2006 150,000 1.65 (150,000 exercisable) ------- At December 31, 2006, the number of options exercisable was 150,000, the weighted average exercise price of these options was $1.65, and the weighted average remaining contractual life of the options was 1.25 years. At December 31, 2005, the number of options exercisable was 270,000 the weighted average exercise price of these options was $1.43, and the weighted average remaining contractual life of the options was 2.25 years. NOTE 4 - INCOME TAXES At December 31, 2006, the Company has Federal net operating loss carryforwards totaling approximately $1,162,000, that may be offset against future taxable income ratably through 2026. Due to the change in control of the Company in March 2000, the Company's ability to realize the tax benefits from the net operating losses and research and development credits prior to that date may be significantly limited. F-14 RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY (A Development Stage Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 4 - INCOME TAXES (CONTINUED) The Company has fully reserved the tax benefits of these operating losses and credits because the likelihood of realization of the tax benefits cannot be determined. These carryforwards and credits are subject to review by the Internal Revenue Service. The approximately $400,000 tax benefit of the loss carryforward has been offset by a valuation allowance of the same amount. Therefore, there is no current or deferred tax expense for the years ended December 31, 2006 and 2005. Temporary differences between the time of reporting certain items for financial and tax reporting purposes are not considered significant by management of the Company. NOTE 5 - Spin-Off of Subsidiary On April 18, 2006, the Board of Directors of the Company also voted to authorize 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"). 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 by the end of the second quarter of 2007. F-15 RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY (A Development Stage Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 6 - 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. 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. F-16 RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY (A Development Stage Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 6 - RELATED PARTY TRANSACTIONS (CONTINUED) 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. The Company used a portion of the premises occupied by Catalyst Financial LLC, a full service brokerage, investment banking and consulting firm, as its principal office in 2006 and 2005. Steven N. Bronson, the President of the Company, is the principal and owner of Catalyst Financial LLC. The Company did not pay any rent to Catalyst Financial LLC for the use of the offices in 2006 and 2005. Catalyst Financial LLC has agreed to waive the payment of any rent by the Company for use of the offices. NOTE 7 - SEGMENT REPORTING In June 1997, SFAS 131, "Disclosure about Segments of an Enterprise and Related Information" was issued, which amends the requirements for a public enterprise to report financial and descriptive information about its reportable operating segments. Operating segments, as defined in the pronouncement, are components of an enterprise about which separate financial information is available that is evaluated regularly by the Company in deciding how to allocate resources and in assessing performance. The financial information is required to be reported on the basis that is used internally for evaluating segment performance and deciding how to allocate resources to segments. The Company has no reportable segments at December 31, 2006 and 2005. NOTE 8 - SUBSEQUENT EVENTS On January 9, 2007, the Board authorized the Company to purchase 50,000 shares of the common stock of Argan, Inc., a publicly owned company, whose shares of common stock are traded on the NASDAQ's Over-the-Counter Bulletin Board under the symbol "AGAX" for an aggregate purchase price of $212,500. The Company's shares of Argan, Inc. are held in a brokerage account at Rushmore Securities, Inc. 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. F-17 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 Annual Report on Form 10-KSB for the year ended December 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. The small business issuer's other certifying officer(s) and I are 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. The small business issuer's other certifying officer(s) and I have disclosed, based on our 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: March 30, 2007 /s/ Steven N. Bronson ---------------------------------- Steven N. Bronson, President EX-32 3 ex32.txt Exhibit 32 CERTIFICATION PURSUANT TO 18 U.S.C. Section 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned President and Sole Executive Officer of the Company, certifies, that to his knowledge: 1) Ridgefield Acquisition Corp.'s Form 10-KSB for the annual period ended December 31, 2006 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and 2) the information contained in Ridgefield Acquisition Corp.'s Form 10-KSB for the annual period ended December 31, 2006 fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: March 30, 2007 /s/ Steven N. Bronson ----------------------------------- Steven N. Bronson, President -----END PRIVACY-ENHANCED MESSAGE-----