-----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, HdsQRjvjxMWRuyLNkQA8k5dhuEMn1JblN751GO6Ph+je9YRhG/oeK+vvHYWG2/5L 09Csq2egZm29zPTEu4l10A== 0000926274-08-000055.txt : 20080814 0000926274-08-000055.hdr.sgml : 20080814 20080814172242 ACCESSION NUMBER: 0000926274-08-000055 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080630 FILED AS OF DATE: 20080814 DATE AS OF CHANGE: 20080814 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: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-16335 FILM NUMBER: 081020533 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 10-Q 1 rac-608qsb.txt FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- Form 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2008 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to ----------- ---------- Commission File Number: 0-16335 Ridgefield Acquisition Corp. ----------------------------------------------------------------- (Exact name of registrant as specified in its charter) Nevada 84-0922701 - ------------------------------- ---------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 100 Mill Plain Road, Danbury, Connecticut 06811 --------------------------------------------------------- (Address of principal executive offices) (203) 791-3871 --------------------------------------------------------- (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. As of August 12, 2008, the issuer had 1,152,773 outstanding shares of common stock. RIDGEFIELD ACQUISITION CORP. (A Development Stage Company) FORM 10-Q Page PART I - FINANCIAL INFORMATION 3 Item 1. Financial Statements 3 Consolidated Balance Sheets as of June 30, 2008 (unaudited) and December 31, 2007 (audited) 3 Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2008 and 2007 and Cumulative Amounts From January 1, 2000 through June 30, 2008 4 Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2008 and 2007 and Cumulative Amounts from January 1, 2000 through June 30, 2008 5 Notes to Interim Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 11 Item 3. Quantitative and Qualitative Disclosure about Market Risk 14 Item 4T. Controls and Procedures 14 PART II - OTHER INFORMATION 15 Item 1. Legal Proceedings 15 Item 5. Other Information 15 Item 6. Exhibits 16 SIGNATURES 17 2 PART I - FINANCIAL INFORMATION Item 1. Financial Statements. RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY (A Development Stage Company) CONSOLIDATED BALANCE SHEETS
June 30, 2008 Dec. 31, 2007 (Unaudited) (Audited) ASSETS CURRENT ASSETS Cash and cash equivalents $ 165,544 $ 186,287 Investments 795,800 $ 767,625 ----------- ----------- TOTAL ASSETS $ 961,344 $ 953,912 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES Accounts payable and accrued expenses $ 3,360 $ 9,861 ----------- ----------- TOTAL CURRENT LIABILITIES 3,360 9,861 ----------- ----------- COMMITMENTS AND CONTINGENCIES -- -- STOCKHOLDERS' EQUITY (DEFICIT) 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 - 1,146,773 on June 30, 2008 and 1,140,773 shares on December 31, 2008 1,147 1,141 Capital in excess of par value 2,101,997 2,093,003 Accumulated deficit (947,820) (947,820) Deficit accumulated during the development stage (682,058) (658,816) Accumulated other comprehensive gain 484,718 456,543 ----------- ----------- TOTAL STOCKHOLDERS' EQUITY (DEFICIT) 957,984 944,051 ----------- ----------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) $ 961,344 $ 953,912 =========== ===========
See accompanying notes to consolidated financial statements. 3 RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY (A Development Stage Company) CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
Three Months Ended Six Months Ended Cumulative Amounts June 30, June 30, from January 1, 2000 2008 2007 2008 2007 through June 30, 2008 ------------------- ----------------- --------------------- REVENUES Investment income $ 720 $ 2,520 $ 1,621 $ 3,955 $ 50,855 Realized gain on investments -- 99,984 -- 99,984 133,258 --------- -------- -------- -------- --------- TOTAL REVENUES 720 102,505 1,621 103,939 184,113 --------- -------- -------- -------- --------- OPERATING EXPENSES General and administrative 18,271 10,978 24,863 23,437 716,822 Employee stock options -- -- -- -- 130,625 Write-off of patent -- -- -- -- 18,724 --------- -------- -------- -------- --------- TOTAL EXPENSES 18,271 10,978 24,863 23,437 866,171 --------- -------- -------- -------- --------- NET (LOSS) INCOME (17,552) 91,527 (23,242) 80,503 (682,058) OTHER COMPREHENSIVE INCOME/(LOSS) Unrealized gain on securities 6,325 115,652 28,175 220,152 584,381 Reclassification adjustment for realized income (loss) -- (99,984) -- (99,984) (99,663) --------- -------- -------- -------- --------- OTHER COMPREHENSIVE INCOME 6,325 15,668 28,175 120,168 484,718 --------- -------- -------- -------- --------- COMPREHENSIVE INCOME (LOSS) $ (11,226) $107,195 $ 4,933 $200,671 $(197,340) ========= ======== ======== ======== ========= NET INCOME (LOSS) PER COMMON SHARE Basic and Dilutive $ (.01) $ .09 $ (.004) $ .18 $ (.22) ========= ======== ======== ======== ========= WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING Basic and Dilutive 1,140,773 1,140,773 1,140,773 1,140,773 902,736 ========= ========= ========= ========= =========
See accompanying notes to consolidated financial statements 4 RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY (A Development Stage Company) INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Cumulative Six Months Ended Amounts from June 30, January 1, 2000 through June 30, 2008 2007 2008 --------- --------- ---------------- CASH FLOWS FROM OPERATING ACTIVITIES Net (loss) income $ (23,242) $ 80,503 $(682,058) Adjustment to reconcile net (loss) income to net cash used in operating activities Stock issuance for salary -- -- 107,912 Stock issued for professional services 9,000 -- 27,200 Stock options compensation -- -- 130,625 Write-off of patent -- -- 18,724 Realized gain on sales of investments -- (99,984) (133,257) Changes in assets and liabilities Decrease in note and interest receivable -- -- 50,000 Increase/(decrease) in accounts payable and accrued expenses (6,501) (2,600) 89,187 --------- --------- --------- Net Cash Used in Operating Activities (20,743) (22,081) (391,665) --------- --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES Purchases of investments -- (523,582) (1,174,445) Proceeds from sale of investments -- 312,484 996,620 --------- --------- --------- Net Cash Used in Investing Activities -- (211,098) (177,825) --------- --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES Exercise of common stock warrants -- -- 5,625 Issuance of common stock -- -- 304,200 --------- --------- --------- Net Cash Provided by Financing Activities -- -- 309,825 --------- --------- --------- NET DECREASE IN CASH AND CASH EQUIVALENTS (20,743) (233,179) (259,667) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIODS 186,287 435,167 425,211 --------- --------- --------- CASH AND CASH EQUIVALENTS, END OF PERIODS $ 165,544 $ 201,988 $ 165,544 ========= ========= =========
See accompanying notes to consolidated financial statements. 5 RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY (A Development Stage Company) NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS The unaudited interim consolidated financial statements included herein were prepared from the records of the Company in accordance with accounting principles generally accepted in the United States of America and reflect all adjustments, of a normal recurring nature, which are, in the opinion of management, necessary to provide a fair statement of the results of operations and financial position for the interim periods June 30, 2008 and 2007 and cumulative amounts from January 1, 2000 through June 30, 2008. Such interim consolidated financial statements generally conform to the presentation reflected in the Company's Form 10-KSB filed with the Securities and Exchange Commission for the year ended December 31, 2007. The current interim period reported herein should be read in conjunction with the Company's Form 10-KSB subject to independent audit at the end of the year. The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the fiscal year. NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION Ridgefield Acquisition Corp. (the "Company") was incorporated under the laws of the State of Colorado on October 13, 1983. 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 decided not to pursue further development or sale of the proto-type device and has written-off the associated patent costs. 6 NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION (Continued) 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"). Steven N. Bronson, Alan Rosenberg and Louis Meade were appointed to the Board of Directors of the Subsidiary for a term of one year or until their successor is appointed and duly qualified; and Steven N. Bronson was appointed the President, Treasurer and Secretary of the Subsidiary. Additionally, the Company deposited $50,000 in the Subsidiary's bank account. The Company took the foregoing actions to further its plans to exploit the U.S. Patent owned by the Subsidiary. The Company also 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. On April 27, 2007, the Board of Directors of the Company voted to terminate the proposed spin-off of the Subsidiary. Commencing January 1, 2000, the Company is considered a development stage company as defined by Statement of Financial Accounting Standards (SFAS) No.7, as it has no principal operations or revenue from operations. PRINCIPLES OF CONSOLIDATION The interim consolidated financial statements of Ridgefield Acquisition Corp. tnclude the accounts of Bio-Medical Automation, Inc., its wholly-owned subsidiary. All inter-company transactions have been eliminated in consolidation. The accompanying interim consolidated financials statements as of June 30, 2008 and for the three and six month periods then ended include the accounts of the Company and the Subsidiary. The Company has accumulated a deficit since reentering the development stage of approximately $(682,000) through June 30, 2008. In 1999, the Company sold all of its assets relating to its historical line of business and in 2000 abandoned its research and development efforts on a micro-robotic device. As of June 30, 2008, the Company has no principal operations or revenue from its operations. The Company is now pursuing an acquisition strategy whereby it is seeking to arrange for a merger, acquisition or other business combination with a viable operating entity. Note 2 - NEW ACCOUNTING STANDARDS There are no new accounting standards that are expected to have a significant impact on the Company. Note 3 - INCOME TAXES The Company adopted the provisions of FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109" ("FIN No. 48"), on January 1, 2007. FIN No. 48 requires that the impact of tax positions be recognized in the financial statements if they are more likely than not of being sustained upon examination, based on the technical merits of the position. As discussed in the consolidated financial statements in the 2007 Form 10-KSB, the Company has a valuation allowance against the full amount of its net deferred tax assets. The Company currently provides a valuation allowance against deferred tax assets when it is more likely than not that some portion, or all of its deferred tax assets, will not be realized. There was no impact to the Company as a result of adopting FIN No. 48 as the Company's management has determined that the Company has no uncertain tax positions requiring recognition under FIN No. 48 both on January 1, 2007 (adoption) and on June 30, 2008. 7 Note 3 - INCOME TAXES (continued) The Company is subject to U.S. federal income tax as well as income tax of certain state jurisdictions. The Company has not been audited by the I.R.S. or any states in connection with income taxes. The periods from inception - 2007 remain open to examination by the I.R.S. and state authorities. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense. Penalties, if incurred, are recognized as a component of income tax expense. NOTE 4 - 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 was for a three year period and terminated in 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")for a period of three (3) years commencing on April 1, 2005. The M&A Advisory Agreement was also modified 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 that the monthly retainer fee be increased from $1,000 per month to $5,000 per month from February 1, 2006 through January 31, 2007. Thereafter, the Company shall pay a monthly fee in the amount of $1,000 through March 1, 2008. The M&A Advisory Agreement expired by its terms on March 31, 2008. On June 6, 2008, the Company entered into a consulting agreement with Catalyst, pursuant to which Catalyst agreed to provide consulting services to the Company relating to the management and administration of the Company's business affairs and in connection with the Company's acquisition strategy, Catalyst shall assist the Company in identifying and investigating 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. As consideration for the consulting services rendered and to be rendered by the Catalyst, the Company shall: (1) pay Catalyst a monthly fee in the amount of $5,000 commencing on June 6, 2008 and continuing thereafter on the first day of each successive month until January 1, 2010, and (2) the Company shall issue to Catalyst a total of 120,000 shares of the Company's common stock, $.001 par value (the "Shares"). The Shares shall be issued to Catalyst and shall vest at a rate of 6,000 shares per month commencing on June 30, 2008 and an additional 6,000 shares shall vest on the last day of each successive month thereafter until January 31, 2010. The Shares will be issued at fair value based upon the closing price on the date of issuance when earned by Catalyst. The Shares are restricted securities as that term is described in the Securities Act of 1933 (the "Act") and are issued by the Company in reliance of Section 4(2) of the Act. The Consulting Agreement commenced on June 6, 2008 and shall terminate on January 31, 2010. On March 28, 2006, the Company entered into a new employment agreement with Mr. Bronson, that provides Mr. Bronson will serve as President of the Company without an annual salary. Subsequent Event - ---------------- In accordance with the Consulting Agreement, on July 31, 2008, the Company delivered 6,000 shares of the Company's common stock, $.001 par value, to Catalyst Financial. 8 NOTE 5 - INVESTMENTS Investments are classified as available for sale according to the provisions of Financial Accounting Standards Board Statement No. 115, "Accounting for Certain Investments in Debt and Equity Securities." Accordingly, the investments are carried at fair value with unrealized gains and losses reported separately in other comprehensive income (loss). Realized gains and losses are calculated using the original cost of those investments. On June 1, 2007, the Company purchased 57,500 shares of Argan, Inc., a publicly traded holding company, at a price of $5.40 per share or $311,082. These investments had a fair market value of $795,800 and cumulative unrealized gains of $484,718 at June 30, 2008. NOTE 6 - ASSETS AND LIABILITIES MEASURED AT FAIR VALUE On January 1, 2008, the Company adopted Statement of Financial Accounting Standards No. 157, Fair Value Measurements" ("SFAS No. 157"). SFAS No. 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. SFAS No. 157 applies to reported balances that are required or permitted to be measured at fair value under existing accounting pronouncements; accordingly, the standard does not require any new fair value measurements of reported balances. The adoption of SFAS No. 157 did not have a material effect on the carrying values of the Company's assets. SFAS No. 157 emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, SFAS No. 157 establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity's own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the company has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability which are typically based on an entity's own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. Marketable Equity Securities Currently, the Company owns 57,500 shares of common stock of Argan, Inc. (Note 5). The valuation of such stock is based on quoted prices (unadjusted) and as a result the investments are classified within Level 1 of the fair-value hierarchy. 9 Money Market Funds Cash and cash equivalents include money market accounts valued at $164,003. The Company has determined that the inputs associated with the fair value determination are based on quoted prices (unadjusted) and as a result the investments are classified within Level 1 of the fair-value hierarchy. The table below presents the Company's assets and liabilities measured at fair value on a recurring basis as of June 30, 2008, aggregated by the level in the fair value hierarchy within which those measurements fall. Assets and Liabilities Measured at Fair Value on a Recurring Basis at June 30, 2008: Balance at Level 1 Level 2 Level 3 June 30, 2008 ----------------------------------------------- Assets Marketable Equity Securities $795,800 $ -- $ -- $795,800 Money Market Funds $164,003 $ -- $ -- $164,003 The Company does not have any fair value measurements within Level 2 or Level 3 of the fair value hierarchy as of June 30, 2008. 10 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation Forward Looking Statements Disclosure - ------------------------------------- This report on Form 10-Q contains, in addition to historical information, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"). You can identify these forward-looking statements when you see words such as "expect," "anticipate," "estimate," "may," "plans," "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. Factors that could cause such a difference include, but are not limited to, those discussed in the section entitled "Factors Affecting Operating Results and Market Price of Stock," contained in the Company's Annual Report on Form 10-KSB for the year ended December 31, 2007. Readers are cautioned not to place undo reliance on these forward-looking statements, which speak only as of the date hereof. We undertake no obligation to update any forward-looking statements. The following discussion and analysis provides information which the Company's management believes to be relevant to an assessment and understanding of the Company's results of operations and financial condition. This discussion should be read together with the Company's financial statements and the notes to financial statements, which are included in this report, as well as the Company's Annual Report on Form 10-KSB for the year ended December 31, 2007. 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. 11 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, during the three and six month periods ended June 30, 2008 and 2007 and the period from January 1, 2000 through June 30, 2008, the Company has earned no revenues other than interest income and income from investments. 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. The Company may need additional funds in order to effectuate a merger, acquisition or other arrangement by and between the Company and a viable operating entity, although there is no assurance that the Company will be able to obtain such additional funds, if needed. Even if the Company is able to obtain additional funds there is no assurance that the Company will be able to effectuate a merger, acquisition or other arrangement by and between the Company and a viable operating entity. 12 The Spin-Off of Bio-Medical - --------------------------- 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"). 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 ("Bio-Medical" or 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. In furtherance of the Company's plan to exploit the Patent, in April 2006, the Board of Directors of the Company authorized the spin-off of 100% of the Company's wholly-owned subsidiary Bio-Medical to the Company's shareholders on a pro rata basis. 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 consummate the Spin-Off, Bio-Medical was required to file a registration statement on Form 10-SB to register all of the issued and outstanding shares of Bio-Medical. On April 27, 2007, the Board of Directors of the Company voted to terminate the proposed spin-off of Bio-Medical, based on current market conditions and the risks associated with the business prospects of Bio-Medical. 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 had been 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. On January 12, 2007, the Company acquired 50,000 shares of Argan, Inc. ("Argan") common stock in a private transaction at a cost of $4.25 per share or an aggregate amount of $212,500. On April 26, 2007, the Company sold all of its 50,000 shares of Argan at an average price of $6.26 for proceeds of $312,484. On June 1, 2007, the Company purchased 57,500 shares of Argan common stock at an average price of $5.40 per share or $311,082. At June 30, 2008 the Company's 57,500 shares of Argan common stock were valued at $795,800. 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. 13 Results of Operations - --------------------- For the three months ended June 30, 2008, the Company had revenues from investment income of $720. For the same period the Company incurred general and administrative expenses of $18,271 resulting in a net loss from operations of $17,551. General and administrative expenses for the three months ended June 30, 2008 include costs associated with maintaining the Company's status as a public company including (without limitation) filing reports with the Securities and Exchange Commission. For the six months ended June 30, 2008, the Company had revenues from investment income of $1,621. For the same period the Company incurred general and administrative expenses of $24,863 resulting in a net loss from operations of $23,242. General and administrative expenses for the six months ended June 30, 2008 include costs associated with maintaining the Company's status as a public company including (without limitation) filing reports with the Securities and Exchange Commission. Liquidity and Capital Resources - ------------------------------- During the three and six month periods ended June 30, 2008, the Company satisfied its working capital needs from cash and cash equivalents on hand and cash and cash equivalents generated from investment income during the year. As of June 30, 2008, the Company had cash and cash equivalents on hand totaling $165,544 and the Company, held 57,500 shares of Argan, Inc.("Argan") common stock valued at $795,800. The Company's future financial condition will be subject to: (1) its ability to arrange for a merger, acquisition or a business combination with an operating business on favorable terms that will result in profitability, or (2) its ability to successfully develop and exploit the Patent. There can be no assurance that the Company will be able to do so or, if it is able to do so, that the transaction will be on favorable terms not resulting in an unreasonable amount of dilution to the Company's existing shareholders. The Company may need additional funds in order to effectuate a merger, acquisition or other arrangement by and between the Company and a viable operating entity, although there is no assurance that the Company will be able to obtain such additional funds, if needed. Even if the Company is able to obtain additional funds there is no assurance that the Company will be able to effectuate a merger, acquisition or other arrangement by and between the Company and a viable operating entity. Item 3. Quantitative and Qualitative Disclosure about Market Risk A smaller reporting company is not required to provide the information required by this Item. Item 4T. Controls and Procedures Disclosure controls and procedures are controls and other procedures that are designed to provide reasonable assurance that information required to be disclosed by the Company in its periodic reports filed or submitted by the Company under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in its periodic reports that are filed under the Exchange Act is accumulated and communicated to our management, including our Principal Executive Officer, as appropriate to allow timely decisions regarding required disclosure. 14 Evaluation of disclosure and controls and procedures. As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of our Principal Executive Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on the evaluation, the Company's Principal Executive Officer has concluded that the Company's disclosure controls and procedures are designed to provide reasonable assurance 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. PART II - OTHER INFORMATION Item 1. Legal Proceedings During the quarter ended June 30, 2008, the Company was not a party to any material legal proceedings. Item 5. Other Information On June 3, 2008, the Board of Directors duly authorized and approved the Company's entry into a consulting agreement with Catalyst Financial LLC ("Catalyst Financial"), a full service securities brokerage, investment banking and consulting firm, owned by Steven N. Bronson, the President and Chairman of the Company. Steven N. Bronson abstained from the vote. On June 6, 2008, the Company entered into an agreement with Catalyst Financial (the "Consulting Agreement"). Pursuant to the Consulting Agreement, Catalyst Financial agreed to provide consulting services to the Company relating to the management and administration of the Company's business affairs and in connection with the Company's acquisition strategy, Catalyst Financial shall assist the Company in identifying and investigating 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. In consideration for the consulting services rendered and to be rendered by the Catalyst Financial, the Company shall: (1) pay Catalyst Financial a monthly fee in the amount of $5,000 commencing on June 6, 2008 and continuing thereafter on the first day of each successive month until January 1, 2010, and (2) the Company shall issue Catalyst Financial a total of 120,000 shares of the Company's common stock, $.001 par value (the "Shares"). The Shares shall be issued to Catalyst Financial and shall vest at a rate of 6,000 shares per month commencing on June 30, 2008 and an additional 6,000 shares shall vest on the last day of each successive month thereafter until January 31, 2010. The Shares will be issued at fair value based upon the closing price on the date of issuance when earned by Catalyst Financial. The Shares are restricted securities as that term is described in the Securities Act of 1933 (the "Act") and are issued by the Company in reliance of Section 4(2) of the Act. The Consulting Agreement commences on June 6, 2008 and shall terminate on January 31, 2010. The above is just a summary of the Consulting Agreement, readers are referred to the actual Consulting Agreement for all of its terms and conditions. A copy of the Consulting Agreement is attached as Exhibit 10.19 to a Form 8-K, dated June 9, 2008. Subsequent Event - ---------------- In accordance with the Consulting Agreement, on July 31, 2008 the Company delivered 6,000 shares of the Company's common stock, $.001 par value, to Catalyst Financial. 15 Item 6. Exhibits The following exhibits are hereby filed as part of this Quarterly Report on Form 10-Q or incorporated herein by reference. 3.1 Articles of Incorporation, incorporated by reference to Registration Statement No. 33-13074-D as Exhibit 3.1. 3.2 Amended Bylaws adopted June 1, 1987, incorporated by reference to Annual Report on Form 10-K for the fiscal year ended December 31, 1987 as Exhibit 3.2. 3.4 Articles of Amendment to Restated Articles of Incorporation dated March 7,1991. Incorporated by reference to Annual Report on Form 10-K for fiscal year ended December 31, 1990 as Exhibit 3.4. 3.5 Articles of Amendment to Restated Articles of Incorporation dated March 17, 1999, incorporated by reference to the Company's Current Report on Form 8-K reporting an event of March 9, 1999. 3.6 Articles of Incorporation of Bio-Medical Automation, Inc. a Nevada corporation, the Company's wholly owned subsidiary. 3.7 By-laws of Bio-Medical Automation, Inc. a Nevada corporation, the Company's wholly owned subsidiary. 10.1 OEM Purchase Agreement dated January 15, 1990, between the Company and Ariel Electronics, Inc. incorporated by reference to Annual Report on Form 10-K for the fiscal year ended December 31, 1989 as Exhibit 10.1. 10.2 Form of Convertible Promissory Note, 12/30/93 Private Placement incorporated by reference to Annual Report on Form 10-KSB for the fiscal year ended December 31, 1993 as Exhibit 10.2. 10.3 Form of Non-Convertible Promissory Note, 12/30/93 Private Placement incorporated by reference to Annual Report on Form 10-KSB for the fiscal year ended December 31, 1993 as Exhibit 10.3. 10.4 Form of Note Purchaser Warrant Agreement and Warrant, 12/30/93 Private Placement incorporated by reference to Annual Report on Form 10-KSB for the fiscal year ended December 31, 1993 as Exhibit 10.4. 10.5 Form of Promissory Note, April 1, 1996. 10.6 Form of Security Agreement, April 1, 1996. 10.7 Form of Common Stock Purchase Warrant, April 1, 1996. 10.8 Form of Promissory Note, July 1, 1996. 10.9 Form of April 1, 1996 Promissory Note Extension, October 17, 1996. 10.10 Form of Common Stock Purchase Warrant, October 10, 1996. 10.11 Asset Purchase Agreement with JOT incorporated by reference to Form 8-K reporting an event of November 4, 1998, and amendment thereto incorporated by reference to Form 8-K reporting an event of December 15, 1998. 10.12 Stock Purchase Agreement, between Bio-Medical Automation, Inc. and Steven N. Bronson, incorporated by reference to the Current Report on Form 8-K filed on April 6, 2000. 10.13 Employment Agreement between Bio-Medical Automation, Inc. and Steven N. Bronson, dated as of March 24, 2001, incorporated by reference to Quarterly Report on Form 10-QSB for the quarter ended March 31, 2001. 16 10.14 Mergers and Acquisitions Advisory Agreement, dated as of November 13, 2001, between Bio-Medical Automation, Inc. and Catalyst Financial LLC incorporated by reference to the Annual Report on Form 10-KSB for the year ended December 31, 2001. 10.15 Mergers and Acquisitions Advisory Agreement, dated as of April 1, 2005, between Ridgefield Acquisition Corp. and Catalyst Financial LLC. 10.16 Appointment of Atlas Stock Transfer Agent Corporation as the transfer Agent for Ridgefield Acquisition Corp. 10.17 Employment Agreement between Ridgefield Acquisition Corp. and Steven N. Bronson, dated as of March 28, 2006. 10.18 Addendum, dated as of February 1, 2006, to Mergers and Acquisitions Advisory Agreement, dated as of April 1, 2005, between Ridgefield Acquisition Corp. and Catalyst Financial LLC. 10.19 Consulting Agreement, dated as of June 6, 2008, between Ridgefield Acquisition Corp. and Catalyst Financial LLC incorporated by reference to the Form 8-K, dated June 9, 2008. 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 SIGNATURES In accordance with the requirements of the Exchange Act, the Registrant caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: August 14, 2008 RIDGEFIELD ACQUSITION CORP. By: /s/ Steven N. Bronson --------------------------------------- Steven N. Bronson, President (Principle Executive Officer), as Registrant's duly authorized officer 17 EXHIBIT INDEX The following Exhibits are filed herewith: Exhibit Number Description of Document - ------ ----------------------- 31 President's Statement Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32 President's Written Certification Of Financial Statements Pursuant to 18 U.S.C. Statute 1350. EX-31 2 ex31.txt EXHIBIT 31 Exhibit 31 Statement Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 By Principal Executive Officer and Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings I, Steven N. Bronson, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 of Ridgefield Acquisition Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Dated: August 14, 2008 /s/ Steven N. Bronson ---------------------------------- Steven N. Bronson, President EX-32 3 ex32.txt EXHIBIT 32 Exhibit 32 President's Written Certification Of Financial Statements Pursuant to 18 U.S.C. Statute 1350 Pursuant to 18 U.S.C. Statute 1350, as adopted pursuant to Section 907 of the Sarbanes-Oxley Act of 2002, the undersigned hereby certifies in his capacity as president of Ridgefield Acquisition Corp. (the "Company") that (a) the Quarterly Report of the Company on Form 10-Q for the period Ended June 30, 2008 fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, and (b) the information contained in such report fairly presents, in all material respects, the financial condition of the Company at the end of such period and the results of operations of the Company for such period. Dated: August 14, 2008 /s/ Steven N. Bronson ---------------------------------- Steven N. Bronson, President -----END PRIVACY-ENHANCED MESSAGE-----