| 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 Number) |
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) | |
Large accelerated filer | ¨ | Accelerated filer | ¨ |
| | | |
Non-accelerated filer | ¨ | Smaller reporting company | x |
| | Page |
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PART I | FINANCIAL INFORMATION | 3 |
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Item 1. | Financial Statements | 3 |
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| Consolidated Balance Sheets as of June 30, 2013 (unaudited) and December 31, 2012 | 3 |
| | |
| Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2013 and 2012 (unaudited) | 4 |
| | |
| Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2013 and 2012(unaudited) | 5 |
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| Notes to Condensed Consolidated Financial Statements | 6 |
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Item 2. | Management Discussion and Analysis of Financial Condition and Results of Operations | 8 |
| | |
Item 4. | Controls and Procedures | 10 |
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PART II | OTHER INFORMATION | 11 |
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Item 1. | Legal Proceedings | 11 |
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Item 6. | Exhibits | 12 |
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SIGNATURES | | 14 |
| | June 30, | | December 31, | | ||
| | 2013 | | 2012 | | ||
| | (Unaudited) | | | | | |
ASSETS | | | | | | | |
| | | | | | | |
CURRENT ASSETS | | | | | | | |
Cash and cash equivalents | | $ | 836 | | $ | 22,357 | |
| | | | | | | |
TOTAL ASSETS | | $ | 836 | | $ | 22,357 | |
| | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | | |
| | | | | | | |
CURRENT LIABILITIES | | | | | | | |
Accounts payable and accrued expenses | | $ | 3,017 | | $ | 16,545 | |
| | | | | | | |
TOTAL CURRENT LIABILITIES | | | 3,017 | | | 16,545 | |
| | | | | | | |
STOCKHOLDERS' (DEFICIT) 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 - 1,260,773 shares | | | 1,261 | | | 1,261 | |
Capital in excess of par value | | | 1,516,419 | | | 1,516,419 | |
Accumulated deficit | | | (1,519,861) | | | (1,511,868) | |
| | | | | | | |
TOTAL STOCKHOLDERS' (DEFICIT) EQUITY | | | (2,181) | | | 5,812 | |
| | | | | | | |
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY | | $ | 836 | | $ | 22,357 | |
| | Three Months Ended | | Six Months Ended | | ||||||||
| | June 30, | | June 30, | | ||||||||
| | 2013 | | 2012 | | 2013 | | 2012 | | ||||
| | | | | | | | | | | | | |
General and administrative expenses | | $ | 5,200 | | $ | 8,973 | | $ | 8,000 | | $ | 14,859 | |
TOTAL EXPENSES | | | 5,200 | | | 8,973 | | | 8,000 | | | 14,859 | |
OTHER INCOME | | | | | | | | | | | | | |
Interest Income | | | 6 | | | 44 | | | 7 | | | 63 | |
TOTAL OTHER INCOME | | | 6 | | | 44 | | | 7 | | | 63 | |
| | | | | | | | | | | | | |
NET LOSS BEFORE TAXES | | | (5,194) | | | (8,929) | | | (7,993) | | | (14,796) | |
| | | | | | | | | | | | | |
NET LOSS | | $ | (5,194) | | $ | (8,929) | | $ | (7,993) | | $ | (14,796) | |
| | | | | | | | | | | | | |
NET LOSS PER COMMON SHARE | | | | | | | | | | | | | |
Basic and Dilutive | | $ | (.00) | | $ | (.01) | | $ | (.01) | | $ | (.01) | |
| | | | | | | | | | | | | |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | | | | | | | | | | | | | |
Basic and Dilutive | | | 1,260,773 | | | 1,260,773 | | | 1,260,773 | | | 1,260,773 | |
| | Six Months Ended | | ||||
| | June 30, | | June 30, | | ||
| | 2013 | | 2012 | | ||
CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | | |
Net loss | | $ | (7,993) | | $ | (14,796) | |
Adjustment to reconcile net loss to net cash used in operating activities | | | | | | | |
Changes in assets and liabilities | | | | | | | |
Decrease in prepaid tax | | | 12,674 | | | | |
Decrease in accounts payable and accrued expenses | | | (13,528) | | | (12,350) | |
| | | | | | | |
Net Cash Used in Operating Activities | | | (21,521) | | | (14,472) | |
| | | | | | | |
NET DECREASE IN CASH AND CASH EQUIVALENTS | | | (21,521) | | | (14,472) | |
| | | | | | | |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIODS | | | 22,357 | | | 44,340 | |
| | | | | | | |
CASH AND CASH EQUIVALENTS, END OF PERIODS | | $ | 836 | | $ | 29,868 | |
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations |
3.1 | Articles of Incorporation for Ridgefield Acquisition Corp., a Colorado corporation, incorporated by reference to Registration Statement No. 33-13074-D as Exhibit 3.1. |
| |
3.2 | Amended Bylaws adopted June 1, 1987, for Ridgefield Acquisition Corp., a Colorado corporation, 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, for Ridgefield Acquisition Corp., a Colorado corporation, incorporated by reference to Annual Report on Form 10-K for fiscal year ended December 31, 1990 as Exhibit 3.4. |
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3.5 | Articles of Amendment to Restated Articles of Incorporation for Ridgefield Acquisition Co., a Colorado Corporation, dated March 17, 1999, incorporated by reference to the Company's Current Report on Form 8-K reporting an event of March 9, 1999. |
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3.6 | Articles of Incorporation of Bio-Medical Automation, Inc., a Nevada corporation, Ridgefield Acquisition Corp.'s wholly owned subsidiary, incorporated by reference to the Company’s Current Report on Form 8-K reporting an event of March 7, 2003. |
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3.7 | By-laws of Bio-Medical Automation, Inc. a Nevada corporation, the Company's wholly owned subsidiary, incorporated by reference to the Annual Report on form 10-KSB for the year ended December 31, 2005 as exhibit 3.7. |
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3.8 | Articles of Incorporation for Ridgefield Acquisition Corp., a Nevada corporation, incorporated by reference to Appendix C of the Proxy Statement, dated, May 26, 2006. |
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3.9 | Bylaws for Ridgefield Acquisition Corp., a Nevada corporation, incorporated by reference to Appendix D of the Proxy Statement, dated May 26, 2006. |
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10.1 | OEM Purchase Agreement dated January 15, 1990, between Ridgefield Acquisition Corp. 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. |
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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. |
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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. |
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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. |
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10.5 | Form of Promissory Note, April 1, 1996, incorporated by reference to Annual Report on Form 10-KSB for the fiscal year ended December 31, 1996 as Exhibit 10.5. |
10.6 | Form of Security Agreement, April 1, 1996, incorporated by reference to Annual Report on Form 10-KSB for the fiscal year ended December 31, 1996 as Exhibit 10.6. |
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10.7 | Form of Common Stock Purchase Warrant, April 1, 1996, incorporated by reference to Annual Report on Form 10-KSB for the fiscal year ended December 31, 1996 as Exhibit 10.7. |
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10.8 | Form of Promissory Note, July 1, 1996, incorporated by reference to Annual Report on Form 10-KSB for the fiscal year ended December 31, 1996 as Exhibit 10.8. |
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10.9 | Form of April 1, 1996 Promissory Note Extension, October 17, 1996, incorporated by reference to Annual Report on Form 10-KSB for the fiscal year ended December 31, 1996 as Exhibit 10.9. |
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10.10 | Form of Common Stock Purchase Warrant, October 10, 1996, incorporated by reference to Annual Report on Form 10-KSB for the fiscal year ended December 31, 1996 as Exhibit 10.10. |
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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. |
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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. |
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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. |
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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. Incorporated by reference to Quarterly Report on Form 10-QSB for the quarter ended June 30, 2005. |
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10.16 | Appointment of Atlas Stock Transfer Agent Corporation as the transfer Agent for Ridgefield Acquisition Corp. incorporated by reference to the Annual Report on Form 10-KSB for the year ended December 31, 2005. |
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10.17 | Employment Agreement between Ridgefield Acquisition Corp. and Steven N. Bronson, dated as of March 28, 2006. incorporated by reference to the Annual Report on Form 10-KSB for the year ended December 31, 2005. |
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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. incorporated by reference to the Annual Report on Form 10-KSB for the year ended December 31, 2005. |
14 | Code of Ethics incorporated by reference to the Annual Report on Form 10-KSB for the year ended December 31, 2003 |
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31* | President's Written Certification Of Financial Statements Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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32* | President's Written Certification Of Financial Statements Pursuant to 18 U.S.C. Statute 1350. |
| | RIDGEFIELD ACQUSITION CORP. |
| | |
| By: | /s/ Steven N. Bronson |
| | Steven N. Bronson, President |
| | (Principle Executive Officer), |
| | as Registrant's duly authorized |
| | officer |
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. |
| | |
101.INS*# | | XBRL Instance Document |
101.SCH*# | | XBRL Taxonomy Extension Schema |
101.CAL*# | | XBRL Taxonomy Extension Calculation Linkbase |
101.DEF*# | | XBRL Taxonomy Extension Definition Linkbase |
101.LAB*# | | XBRL Taxonomy Extension Label Linkbase |
101.PRE*# | | XBRL Taxonomy Extension Presentation Linkbase |
| /s/ Steven N. Bronson |
| Steven N. Bronson, President |
| (a) | the Quarterly Report of the Company on Form 10-Q for the period Ended June 30, 2013 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. |
| /s/ Steven N. Bronson |
| Steven N. Bronson, President |
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)
|
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
Jun. 30, 2012
|
|
General and administrative expenses | $ 5,200 | $ 8,973 | $ 8,000 | $ 14,859 |
TOTAL EXPENSES | 5,200 | 8,973 | 8,000 | 14,859 |
OTHER INCOME | ||||
Interest Income | 6 | 44 | 7 | 63 |
TOTAL OTHER INCOME | 6 | 44 | 7 | 63 |
NET LOSS BEFORE TAXES | (5,194) | (8,929) | (7,993) | (14,796) |
NET LOSS | $ (5,194) | $ (8,929) | $ (7,993) | $ (14,796) |
NET LOSS PER COMMON SHARE | ||||
Basic and Dilutive | $ 0.00 | $ (0.01) | $ (0.01) | $ (0.01) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | ||||
Basic and Dilutive | 1,260,773 | 1,260,773 | 1,260,773 | 1,260,773 |
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Nature of Operations AND BASIS OF PRESENTATION
|
6 Months Ended |
---|---|
Jun. 30, 2013
|
|
Nature Of Operations and Basis Of Presentation Disclosure [Abstract] | |
Nature Of Operations and Basis Of Presentation Disclosure [Text Block] | NOTE 1 - Nature of Operations AND BASIS OF PRESENTATION (A) Nature of Operations 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. Since July 2000, the Company has suspended all operations, except for necessary administrative matters. 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. (B) Basis of Presentation The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information. The financial information as of June 30, 2013 is derived from the audited financial statements presented in the Company's Annual Report on Form 10-K for the years ended December 31, 2012 and 2011. The unaudited interim financial statements should be read in conjunction with the Company's Annual Report on Form 10-K, which contains the audited financial statements and notes thereto, together with the Plan of Operations for the year ended December 31, 2012. Certain information or footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted, pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The interim results for the three and six months ended June 30, 2013 are not necessarily indicative of results for the full fiscal year. GOING CONCERN The accompanying condensed interim 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 condensed interim financial statements, the Company has an accumulated deficit of approximately $1.5 million through June 30, 2013. As of June 30, 2013, the Company has no principal operations or significant revenue producing activities, which raises substantial doubt about its ability to continue as a going concern. The Company's condensed interim 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 as a going concern. The Company's ability to establish itself as a going concern is dependent on its ability to merge with another entity. The outcome of this matter cannot be determined at this time. INCOME PER COMMON SHARE Basic income (loss) per common share is calculated by dividing net income (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 equity instruments. There is no difference in the calculation of basic and diluted income per share for the three and six months ended June 30, 2013 and 2012, respectively. 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. NEW ACCOUNTING STANDARDS There are no new accounting standards that are expected to have a significant impact on the Company. |
CONSOLIDATED BALANCE SHEETS [Parenthetical] (USD $)
|
Jun. 30, 2013
|
Dec. 31, 2012
|
---|---|---|
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 30,000,000 | 30,000,000 |
Common stock, shares issued | 1,260,773 | 1,260,773 |
Common stock, shares outstanding | 1,260,773 | 1,260,773 |
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)
|
6 Months Ended | |
---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
|
CASH FLOWS FROM OPERATING ACTIVITES | ||
Net loss | $ (7,993) | $ (14,796) |
Adjustment to reconcile net loss to net cash used in operating activities | ||
Decrease in prepaid tax | 12,674 | |
Decrease in accounts payable and accrued expenses | (13,528) | (12,350) |
Net Cash Used in Operating Activities | (21,521) | (14,472) |
NET DECREASE IN CASH AND CASH EQUIVALENTS | (21,521) | (14,472) |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIODS | 22,357 | 44,340 |
CASH AND CASH EQUIVALENTS, END OF PERIODS | $ 836 | $ 29,868 |
CONSOLIDATED BALANCE SHEETS (USD $)
|
Jun. 30, 2013
|
Dec. 31, 2012
|
---|---|---|
ASSETS | ||
Cash and cash equivalents | $ 836 | $ 22,357 |
TOTAL ASSETS | 836 | 22,357 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Accounts payable and accrued expenses | 3,017 | 16,545 |
TOTAL CURRENT LIABILITIES | 3,017 | 16,545 |
STOCKHOLDERS' (DEFICIT) EQUITY | ||
Preferred stock, $.01 par value; authorized - 5,000,000 shares, Issued - none | 0 | 0 |
Common stock, $.001 par value; authorized - 30,000,000 shares, Issued and outstanding - 1,260,773 shares | 1,261 | 1,261 |
Capital in excess of par value | 1,516,419 | 1,516,419 |
Accumulated deficit | (1,519,861) | (1,511,868) |
TOTAL STOCKHOLDERS' (DEFICIT) EQUITY | (2,181) | 5,812 |
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY | $ 836 | $ 22,357 |
Nature of Operations AND BASIS OF PRESENTATION (Details Textual) (USD $)
In Millions, unless otherwise specified |
Jun. 30, 2013
|
---|---|
Accumulated Deficit | $ 1.5 |
Document And Entity Information
|
6 Months Ended | |
---|---|---|
Jun. 30, 2013
|
Aug. 09, 2013
|
|
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2013 | |
Document Fiscal Year Focus | 2013 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | RDGA | |
Entity Common Stock, Shares Outstanding | 1,260,773 | |
Entity Registrant Name | RIDGEFIELD ACQUISITION CORP | |
Entity Central Index Key | 0000812152 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company |