8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): January 31, 2011



                          Ridgefield Acquisition Corp.
               --------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)



   Nevada                         0-16335                     84-0922701
- ---------------            ---------------------        ---------------------
(State or other            (Commission File No.)          (I.R.S. Employer
Jurisdiction of                                         Identification Number)
Incorporation)



         225 N.E. Mizner Boulevard, Suite 400 Boca Raton, Florida 33432
         --------------------------------------------------------------
               (Address of Principal Executive Office) (Zip Code)



                                 (561) 362-5385
               --------------------------------------------------
               (Registrant's telephone number including area code)



Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]     Written communications pursuant to Rule 425 under the Securities Act (17
        CFR 230.425)

[ ]     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
        CFR 240.14a-12)

[ ]     Pre-commencement communications pursuant to Rule 14d-2(b) under the
        Exchange Act (17 CFR 240.14d-2(b))

[ ]     Pre-commencement communications pursuant to Rule 13e-4(c) under the
        Exchange Act (17 CFR 240.13e-4(c))




Section 4 Matters Related to Accountants and Financial Statements

Item 4.01 Changes in Registrant's Certifying Accountant.

     (a) Previous independent accountants

     (i) On January 31, 2011, the registrant dismissed Mark Bailey & Company,
Ltd. as its independent accountants.

     (ii) The reports of Mark Bailey & Company, Ltd. on the financial statements
for the fiscal years ended December 31, 2009 and December 31, 2008 contained no
adverse opinion or disclaimer of opinion and were not modified as to audit scope
or accounting principles.

     (iii) The Board of Directors of the registrant, participated in and
approved the decision to change independent accountants.

     (iv) In connection with its audits for the two most recent fiscal years and
through January 31, 2011, there have been no disagreements with Mark Bailey &
Company, Ltd. on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements if not
resolved to the satisfaction of Mark Bailey & Company, Ltd. would have caused
them to make a reference thereto in their report on the financial statements for
such periods.

     (v) During the two most recent fiscal years and through January 31, 2011,
there have been no reportable events (as defined in Regulation S-K Item
304(a)(1)(v)).

     (vi) The registrant has requested that Mark Bailey & Company, Ltd. furnish
it with a letter addressed to the Securities and Exchange Commission stating
whether or not it agrees with the above statement. A copy of the letter from
Mark Bailey & Company, Ltd. is attached hereto as Exhibit 16.1 to this Form 8-K.

     (b) New independent accountants.

     (i) The registrant engaged Berman & Company, P.A. as its new independent
registered public accounting firm, as of January 31, 2011. During the two most
recent fiscal years and through January 31, 2011 the registrant has not
consulted Berman & Company, P.A. regarding the application of accounting
principles to a specified transaction, either completed or proposed; or the type
of audit opinion that might be rendered on the financial statements of the
registrant, and either a written report was provided to the registrant or oral
advice was provided that Berman & Company, P.A. concluded was an important
factor considered by the registrant in reaching a decision as to the accounting,
auditing, or financial reporting issue.

     (ii) During the two most recent fiscal years and through January 31, 2011
the registrant has not consulted Berman & Company, P.A. regarding any matter
that was either the subject of a disagreement, as that term is defined in Item
304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of
Regulation S-K, or a reportable event, as that term is defined in Item
304(a)(1)(iv) of Regulation S-K.




Section 9 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

     (c) Exhibits.

          The following Exhibits are hereby filed as part of this Current Report
          on Form 8-K:

Exhibit       Description
- -------       -----------
16.1          Letter from Mark Bailey & Company, Ltd.




                                   SIGNATURES


   Pursuant to the requirements of the Securities Exchange Act of 1934,
Ridgefield Acquisition Corp. has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.


Dated: February 1, 2011


                                          Ridgefield Acquisition Corp.
                                                 (Registrant)


                                      By:  /s/ STEVEN N. BRONSON
                                           ----------------------------
                                           Steven N. Bronson, President

EX-16.1

                                                                    Exhibit 16.1

                     Letter from Mark Bailey & Company, Ltd.



February 1, 2011


Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549


Dear Sirs:

We have read the statements made by the Company in Item 4.01 of its Current
Report on Form 8-K dated January 31, 2011. We agree with the statements
concerning our firm in such Current Report on Form 8-K.

We hereby consent to the filing of this letter as an exhibit to the foregoing
report on Form 8-K.


Sincerely,


/s/ Mark Bailey & Company, Ltd.