UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-Q
| x | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
| For | the quarterly period ended June 30, 2014. |
or
| ¨ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT. |
| For | the transition period from ________ to ________ |
Commission File No. — 0-16335
| Ridgefield Acquisition Corp. |
| (Exact name of registrant as specified in its Charter) |
| Nevada | 84-0922701 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
| 3990-B Heritage Oak Court, Simi Valley, California 93063 |
| (Address of Principal Executive Office) (Zip Code) |
| 805-416-7101 |
| (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 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.
x Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
x Yes ¨ 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.
| 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).
x Yes ¨ No
As of August 7, 2014 the issuer had 1,260,773 outstanding shares of common stock.
RIDGEFIELD ACQUISITION CORP.
FORM 10-Q
| 2 |
PART I - FINANCIAL INFORMATION
RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
| June 30, | December 31, | |||||||
| 2014 | 2013 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | 2,213 | $ | 4,405 | ||||
| TOTAL ASSETS | $ | 2,213 | $ | 4,405 | ||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable and accrued expenses | $ | 4,513 | $ | 15,417 | ||||
| Related party note | 32,738 | 16,532 | ||||||
| TOTAL CURRENT LIABILITIES | $ | 37,251 | $ | 31,949 | ||||
| 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 | (1,552,718 | ) | (1,545,224 | ) | ||||
| TOTAL STOCKHOLDERS' (DEFICIT) EQUITY | (35,038 | ) | (27,544 | ) | ||||
| TOTAL LIABILITIES & STOCKHOLDERS' EQUITY | $ | 2,213 | $ | 4,405 | ||||
See accompanying notes to consolidated financial statements.
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RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2014 | 2013 | 2014 | 2013 | |||||||||||||
| General and administrative expenses | $ | 3,464 | $ | 5,200 | $ | 6,289 | $ | 8,000 | ||||||||
| TOTAL EXPENSES | 3,464 | 5,200 | 6,289 | 8,000 | ||||||||||||
| OTHER INCOME | ||||||||||||||||
| Interest Income | - | 6 | - | 7 | ||||||||||||
| Interest Expense | 746 | - | 1,206 | - | ||||||||||||
| TOTAL OTHER INCOME | 746 | 6 | 1,206 | 7 | ||||||||||||
| NET LOSS BEFORE TAXES | (4,210 | ) | (5,194 | ) | (7,495 | ) | (7,993 | ) | ||||||||
| NET LOSS | $ | (4,210 | ) | $ | (5,194 | ) | $ | (7,495 | ) | $ | (7,993 | ) | ||||
| NET LOSS PER COMMON SHARE | ||||||||||||||||
| Basic and Dilutive | $ | (.00 | ) | $ | (.00 | ) | $ | (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 | ||||||||||||
See accompanying notes to consolidated financial statements
| 4 |
RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| Six months Ended | ||||||||
| June 30, | June 30, | |||||||
| 2014 | 2013 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | (7,495 | ) | $ | (7,993 | ) | ||
| Adjustment to reconcile net loss to net cash used in operating activities | ||||||||
| Changes in assets and liabilities | ||||||||
| Decrease in accounts payable and accrued expenses | (9,697 | ) | (13,528 | ) | ||||
| Net Cash Used in Operating Activities | (17,192 | ) | (21,521 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from related party note | 15,000 | — | ||||||
| Net cash provided by financing activities | 15,000 | — | ||||||
| NET DECREASE IN CASH AND CASH EQUIVALENTS | (2,192 | ) | (21,521 | ) | ||||
| CASH AND CASH EQUIVALENTS, BEGINNING OF PERIODS | 4,405 | 22,357 | ||||||
| CASH AND CASH EQUIVALENTS, END OF PERIODS | $ | 2,213 | $ | 836 | ||||
See accompanying notes to consolidated financial statements.
| 5 |
RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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, 2014 is derived from the audited financial statements presented in the Company's Annual Report on Form 10-K for the years ended December 31, 2013 and 2012. 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, 2013.
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 months and six months ended June 30, 2014 are not necessarily indicativeof results for the full fiscal year.
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RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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 $1.55 million through June 30, 2014. As of June 30, 2014, 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 months and six months ended June 30, 2014 and 2013,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.
DUE TO RELATED PARTY
Commencing in the year ended December 31, 2013, the Company's president and majority shareholder has loaned the Company money at various times to fund working capital needs to pay operating expenses. The loans are repayable upon demand and accrue interest at the rate of 10% per annum. As of June 30, 2014, the aggregate principal loan balance amounted to $31,200 with accrued interest of $1,538.
NEW ACCOUNTING STANDARDS
There are no new accounting standards that are expected to have a significant impact on the Company.
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| Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations |
Forward Looking Statements Disclosure
This Quarterly Report on Form 10-Q contains certain statements that are not historical facts, including, most importantly, information concerning possible or assumed future results of operations of Ridgefield Acquisition Corp. (the "Company") and statements preceded by, followed by or that include the words "may," "believes," "expects," "anticipates," or the negation thereof, or similar expressions, which constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 (the "Reform Act")and Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"). For those statements, the Company claims the protection of the safe harbor for forward-looking statements contained in the Reform Act. These forward-looking statements are based on the Company's current expectations and are susceptible to a number of risks, uncertainties and other factors, including the risks specifically enumerated in Company's Annual Report on Form 10-K for the year ended December 31, 2013, and the Company's actual results, performance and achievements may differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. The Company will not undertake and specifically declines any obligation to publicly release the result of any revisions, which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. In addition, it is the Company's policy generally not to make any specific projections as to future earnings, and the Company does not endorse any projections regarding future performance that may be made by third parties.
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-K for the year ended December 31, 2013.
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.
| 8 |
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.
Results of Operations
For the three months ended June 30, 2014 and 2013, the Company incurred General and administrative expenses of $3,464 and $5,200, resulting in a net loss equal to $4,210 and $5,194 respectively. General and administrative expenses for the three months ended June 30, 2014 consisted of costs associated with maintaining the Company's status as a public company including (without limitation) filing reports with the Securities and Exchange Commission. During the three months ended June 30, 2014, the Company incurred interest expense of $746.
For the six months ended June 30, 2014 and 2013, the Company incurred General and administrative expenses of $6,289 and $8,000, resulting in a net loss equal to $7,495 and $7,993, respectively. General and administrative expenses for the six months ended June 30, 2014 consisted of costs associated with maintaining the Company's status as a public company including (without limitation) filing reports withthe Securities and Exchange Commission. During the six months ended June 30, 2014, the Company incurred interest expense of $1,206.
| 9 |
Liquidity and Capital Resources
During the three months ended June 30, 2014, the Company satisfied its working capital needs from cash on hand and loans from the Company’s Chairman and President. As of June 30, 2014, the Company had cash and cash equivalents on hand in the amount of $2,213.
The Company's long term financial condition will be subject to its ability to arrange for a merger, acquisition or a business combination with an operating business on favorable terms that will result in profitability. 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 4. Controls and Procedures
We maintain "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our principal executive officer to allow timely decisions regarding required disclosure.
Evaluation of disclosure and controls and procedures.
As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation 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 that the Company’s disclosure controls and procedures are operating in an effective manner 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.
| 10 |
Changes in internal controls over financial reporting.
There have been no changes in Company's internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during Company's most recent quarter that has materially affected, or is reasonably likely to materially affect, Company's internal control over financial reporting.
It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there is only reasonable assurance that the Company's controls will succeed in achieving their stated goals under all potential future conditions.
During the quarter ended June 30, 2014, the Company was not a party to any material legal proceedings.
Item 5. Other Information.
During the year ended December 31, 2013, Steven N. Bronson, the Company's president and majority shareholder loaned the Company money to fund working capital needs to pay operating expenses. The loan (the "Loan") is repayable upon demand and accrues interest at the rate of 10% per annum. The Loanis evidenced by a written loan agreement, dated November 12, 2013,which is attachedto the Company’s Form 10-Q for the Quarter ended September 30, 2013, as Exhibit 10.19. During the quarter ended June 30, 2014, Mr. Bronson loaned the Company an additional $5,000. As of June 30, 2014,the aggregate principal loan balance amounted to $31,200 and such loans have accrued interest of $1,538 through June 30, 2014.
Effective May 1, 2014, the Company relocated its principal offices to 3990-B Heritage Oak Court, Simi Valley, California 93063. The registrant's newtelephone number is (805) 416-7101. The Company occupies a portion of the offices occupied by BKF Capital Group, Inc. on a month to month basis for a monthly fee of $100 per month paid to BKF Capital Group, Inc. Steven N. Bronson, the Company's Chairman, President, CEO, and majority shareholder, is also the Chairman, CEO and majority shareholder of BKF Capital Group, Inc.
| 11 |
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 for Ridgefield Acquisition Corp., a Colorado corporation, incorporated by reference to RegistrationStatement 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 toAnnual Report on Form 10-K for the fiscal year ended December 31, 1987as 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-Kfor fiscal year ended December 31, 1990 as Exhibit 3.4. |
| 3.5 | Articles of Amendment to Restated Articles of Incorporation for Ridgefield Acquisition Co., a Colorado Corporation, datedMarch 17, 1999,incorporated by reference to the Company's CurrentReport on Form 8-K reporting an event of March 9, 1999. |
| 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. |
| 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. |
| 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. |
| 3.9 | Bylaws for Ridgefield Acquisition Corp., a Nevada corporation, incorporated by reference to Appendix D of the Proxy Statement, dated May 26, 2006. |
| 10.1 | OEM Purchase Agreement dated January 15, 1990, between Ridgefield Acquisition Corp. andAriel 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, incorporated by reference to Annual Report on Form 10-KSB for thefiscal year ended December 31, 1996 as Exhibit 10.5. |
| 12 |
| 10.6 | Form of Security Agreement, April 1, 1996, incorporated by reference to Annual Report on Form 10-KSB for thefiscal year ended December 31, 1996 as Exhibit 10.6. |
| 10.7 | Form of Common Stock Purchase Warrant, April 1, 1996, incorporated by reference to Annual Report on Form 10-KSB for thefiscal year ended December 31, 1996 as Exhibit 10.7. |
| 10.8 | Form of Promissory Note, July 1, 1996, incorporated by reference to Annual Report on Form 10-KSB for thefiscal year ended December 31, 1996 as Exhibit 10.8. |
| 10.9 | Form of April 1, 1996 Promissory Note Extension, October 17, 1996, incorporated by reference to Annual Report on Form 10-KSB for thefiscal year ended December 31, 1996 as Exhibit 10.9. |
| 10.10 | Form of Common Stock Purchase Warrant, October 10, 1996, incorporated by reference to Annual Report on Form 10-KSB for thefiscal year ended December 31, 1996 as Exhibit 10.10. |
| 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 as Exhibit 10.11. |
| 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, 2000as Exhibit 10.12. |
| 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 as Exhibit 10.13. |
| 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, 2001as Exhibit 10.14. |
| 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, 2005as Exhibit 10.15. |
| 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 as Exhibit 10.16. |
| 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 as Exhibit 10.17. |
| 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 as Exhibit 10.18. |
| 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. |
| 10.20 | Loan Agreement between Steven N. Bronson and Ridgefield Acquisition Corp., dated November 12, 2013 incorporated by reference to the quarterly report on Form 10-Q for the quarter ended September 30, 2013 as Exhibit 10.19. |
| 13 |
| 14 | Code of Ethics incorporated by reference to the Annual Report on Form 10-KSB for the year ended December 31, 2003 as Exhibit 10.14. |
| 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
* Filed herewith.
# Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
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 13, 2014
| RIDGEFIELD ACQUSITION CORP. | ||
| By: | /s/ Steven N. Bronson | |
| Steven N. Bronson, President | ||
| (Principle Executive Officer), | ||
| as Registrant's duly authorized officer |
| 14 |
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. | |
| 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 |
* Filed herewith.
# Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1033, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
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, 2014 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 13, 2014 | /s/ Steven N. Bronson |
| Steven N. Bronson, Principle Executive Officer |
Exhibit 32
President's Written Certification
Of Financial Statements
Pursuant to 18 U.S.C. Statute 1350
Pursuant to 18 U.S.C. Statute 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned hereby certifies in his capacity as president of Ridgefield Acquisition Corp. (the "Company") that
(a) the Quarterly Report of the Company on Form 10-Q for the period Ended June 30, 2014 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 13, 2014 | /s/ Steven N. Bronson |
| Steven N. Bronson, Principle Executive Officer |