10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2019

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                 to                      

Commission file number 000-16335

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.)

31248 Oak Crest Drive, Suite 110, Westlake Village, California 91361

(Address of Principal Executive Offices) (Zip Code)

(805) 484-8855
(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 has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x  No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer x	Smaller reporting company x
	Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes x  No ¨

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $.001 par value	RDGA	OTC Markets Group

As of May 9, 2019, the registrant had 1,260,773 shares of common stock issued and outstanding.

RIDGEFIELD ACQUISITION CORP.

FORM 10-Q

Table of Contents

		Page
PART I – FINANCIAL STATEMENTS
ITEM 1.	Financial Statements (unaudited)
	Consolidated Balance Sheets	1
	Consolidated Statements of Expenses	2
	Consolidated Statements of Changes in Stockholders' Deficit	3
	Consolidated Statements of Cash Flows	4
	Notes to Consolidated Financial Statements	5
ITEM 2.	Management's Discussion and Analysis of Financial Condition and Results Of Operations	7
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	9
ITEM 4.	Controls and Procedures	10
PART II – OTHER INFORMATION
ITEM 6.	Exhibits	11
	SIGNATURES	12

PART I:	FINANCIAL INFORMATION
Item 1.	Financial Statements

RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY

Consolidated Balance Sheets

(unaudited)

	March 31, 2019			December 31, 2018
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	6,920		$	1,684
TOTAL ASSETS	$	6,920		$	1,684
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	8,499		$	2,500
Related party note and interest payable		235,051			214,631
TOTAL CURRENT LIABILITIES		243,550			217,131
COMMITMENTS AND CONTINGENCIES		—			—
STOCKHOLDERS' 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 - 1,260,773 on March 31, 2019 and December 31, 2018		1,261			1,261
Additional paid in capital		1,516,419			1,516,419
Accumulated deficit		(1,754,310	)		(1,733,127	)
TOTAL STOCKHOLDERS' DEFICIT		(236,630	)		(215,447	)
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT	$	6,920		$	1,684

See accompanying notes to these unaudited consolidated financial statements.

1

RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY

Consolidated Statements of Expenses

(unaudited)

	Three Months Ended
	March 31,
	2019			2018
OPERATING EXPENSES
General and administrative expenses	$	(15,309	)	$	(15,303	)
Total Operating Expenses	$	(15,309	)	$	(15,303	)
OPERATING LOSS	$	(15,309	)	$	(15,303	)
OTHER EXPENSE
Other expense	$	(1,425	)		(1,424	)
Interest expense		(4,449	)		(3,264	)
Total Other Expense		(5,874	)		(4,688	)
NET LOSS	$	(21,183	)	$	(19,991	)
NET LOSS PER COMMON SHARE
Basic	$	(0.02	)	$	(0.02	))
Dilutive	$	(0.02	)	$	(0.02	))
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING -
Basic		1,260,773			1,260,773
Dilutive		1,260,773			1,260,773

See accompanying notes to these unaudited consolidated financial statements.

2

RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY

Consolidated Statements of Changes in Stockholders' Deficit

For the Three Months Ended March 31, 2019 and 2018

					Additional
	Common Stock				Paid in		Accumulated
	Shares		Amount		Capital		Deficit			Totals
Balance, December 31, 2017		1,260,773	$	1,261	$	1,516,419	$	(1,677,481	)	$	(159,801	)
Net loss								(19,991	)		(19,991	)
Balance, March 31, 2018		1,260,773	$	1,261	$	1,516,419	$	(1,697,472	)	$	(179,792	)

					Additional
	Common Stock				Paid in		Accumulated
	Shares		Amount		Capital		Deficit			Totals
Balance, December 31, 2018		1,260,773	$	1,261	$	1,516,419	$	(1,733,127	)	$	(215,447	)
Net loss								(21,183	)		(21,183	)
Balance, March 31, 2019		1,260,773	$	1,261	$	1,516,419	$	(1,754,310	)	$	(236,630	)

See accompanying notes to these unaudited consolidated financial statements.

3

RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY

Consolidated Statements of Cash Flows

(unaudited)

	Three Months Ended
	March 31,
	2019			2018
OPERATING ACTIVITIES
Net loss	$	(21,183	)	$	(19,991	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in assets and liabilities:
Increase in accrued interest to related party		4,420			3,264
Increase (decrease) in accounts payable and accrued expenses		5,999			5,248
Net cash used in operating activities	$	(10,764	)	$	(11,479	)
FINANCING ACTIVITIES
Proceeds from related party note payable		16,000			12,500
Net cash provided by financing activities	$	16,000		$	12,500
NET INCREASE IN CASH AND CASH EQUIVALENTS		5,236			1,021
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		1,684			609
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	6,920		$	1,630
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Cash paid for interest	$	—		$	—
Cash paid for income taxes	$	—		$	—

See accompanying notes to these unaudited consolidated financial statements.

4

RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY

Notes to Consolidated Financial Statements

(unaudited)

NOTE 1 – THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION AND NATURE OF OPERATIONS

Ridgefield Acquisition Corp. (“we”, “us”, “our”, “Ridgefield” or 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.

GOING CONCERN AND LIQUIDITY

At March 31, 2019, the Company had a working capital deficit and an accumulated deficit. The Company has continued to sustain losses from operations. In addition, the Company has not generated positive cash flow from operations. Management is aware that its current cash resources are not adequate to fund its operations for the following year. The Company cannot provide any assurances as to if and when it will be able to attain profitability. These conditions, among others, raise substantial doubt about the Company's ability to continue operations as a going concern. No adjustment has been made in the consolidated financial statements to the amounts and classification of assets and liabilities, which could result, should the Company be unable to continue as a going concern.

The Company will be dependent upon the raising of additional capital through debt or the placement of our common stock in order to implement its business plan or merge with an operating company. The officers and directors have committed to advancing certain operating costs of the Company. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

BASIS OF PRESENTATION

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission for the presentation of interim financial information, but do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. The accompanying financial statements should be read in conjunction with the December 31, 2018 consolidated financial statements that were filed in our annual report on Form 10-K. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month period ended March 31, 2019 are not necessarily indicative of the results that may be expected for the year ended December 31, 2019.

NOTE 2 - RELATED PARTY TRANSACTIONS

Steven N. Bronson, the Company's Chairman, President, CEO, and majority shareholder has loaned the Company money 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 and are unsecured. During the quarters ended March 31, 2019 and March 31, 2018, the Company borrowed the following amounts under the Note:

	Principal		Interest
Balance January 1, 2019	$	169,450	$	45,181
Additions		16,000		4,420
Cash Payments		-		-
Balance March 31, 2019	$	185,450	$	49,601
Balance January 1, 2018	$	126,950	$	30,010
Additions		12,500		3,264
Cash Payments		-		-
Balance March 31, 2018	$	139,450	$	33,274

5

RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY

Notes to Consolidated Financial Statements -- continued

(unaudited)

The Company occupies a portion of the offices occupied by BKF Capital Group, Inc., on a month to month basis for a rental fee of $50 per month that is intended to cover administrative costs. Steven N. Bronson, the Company's Chairman, CEO, and majority shareholder, is also the Chairman, CEO and majority shareholder of BKF Capital Group, Inc. At March 31, 2019 and December 31, 2018, we owed BKF $2,650 and $2,500, respectively.

6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The words “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “plan,” “expect” and similar expressions that convey uncertainty of future events or outcomes are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, statements concerning our future financial and operating results; our business strategy of pursuing the acquisition of an operating entity; future financing initiatives; our intentions, expectations and beliefs regarding a merger, acquisition or other business combination with a viable operating entity; and our ability to comply with evolving legal standards and regulations, particularly concerning requirements for being a public company and United States export regulations.

These forward-looking statements speak only as of the date of this Form 10-Q and are subject to uncertainties, assumptions and business and economic risks. As such, our actual results could differ materially from those set forth in the forward-looking statements It is not possible for us to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Form 10-Q may not occur, and actual results could differ materially and adversely from those anticipated or implied in our forward-looking statements.

Forward-looking statements should not be relied upon as predictions of future events. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances described in the forward-looking statements will be achieved or occur. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this Form 10-Q to conform these statements to actual results or to changes in our expectations, except as required by law.

The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect.

Overview

Ridgefield Acquisition Corp. (“we”, “us”, “our”, “Ridgefield” or the “Company”) was originally 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 the Articles 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 Articles 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.

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. The Company is a “shell company” as defined in Rule 12b-2 of the Exchange Act. Accordingly, during the three-months ended March 31, 2019 we earned no revenues.

Our principal executive office is located at 31248 Oak Crest Drive, Suite 110, Westlake Village, California 91361 and the telephone number is (805) 484-8855. Our website address is www.ridgefieldacquisition.com. None of the information on our website is part of this Form 10-Q.

Acquisition Strategy

Our 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. We have 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.

7

We anticipate 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 economic conditions in a number of geographic areas, rapid technological advances being made in some industries and shortages of available capital, we believe that there are numerous firms seeking either the limited additional capital which the Company will have or the benefits of a publicly traded corporation, or both. The perceived benefits of a publicly traded corporation may include facilitating or improving the terms upon which additional equity financing may be sought, providing liquidity for principal shareholders, creating a means for providing incentive stock options or similar benefits to key employees, and 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, our objective will be to obtain long-term capital appreciation for the Company's shareholders. There can be no assurance that we 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 we will be able to obtain such additional funds, if needed. Even if we are 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.

Critical Accounting Policies

The preparation of financial statements in conformity with generally accepted accounting principles of the United States (“U.S. GAAP”) requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities in the financial statements and accompanying notes. The SEC has defined a company’s critical accounting policies as the ones that are most important to the portrayal of the company’s financial condition and results of operations, and which require the company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. A description of our critical accounting policies and judgments used in the preparation of our financial statements was provided in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of our Annual Report on Form 10-K for the year ended December 31, 2018. There have been no material changes in these critical accounting policies since December 31, 2018.

Results of Operations

Revenues

During the three months ended March 31, 2019 and the three months ended March 31, 2018, the Company earned no revenues from operations. Overall, the Company incurred a net loss of $21,183 during the three months ended March 31, 2019 as compared to $19,991 during the three months ended March 31, 2018. Because the Company’s operations are primarily administrative, the slight increase in net loss relates almost entirely to additional interest expense.

General and Administrative Expenses

During the three months ended March 31, 2019, the Company incurred general and administrative (G&A) expenses of $15,309, an increase of just $6 compared to expenses of $15,303 during the three months ended March 31, 2018. G&A expenses consist of professional fees, service charges, office expenses and similar items. Most of our professional fees are incurred in the first quarter, thus later quarters in 2019 are expected to show less G&A expenses when compared to the quarter ended March 31, 2019.

Other Expenses

Other expenses increased to $5,874 during the three months ended March 31, 2019, as compared to $4,688 during the three months ended March 31, 2018. Other expenses primarily represent state licenses, filing fees, minimum tax expense and net interest expense. The Company incurred net interest expense of $4,449 during the three months ended March 31, 2019 and $3,264 during the three months ended March 31, 2018, as a result of a loan from the President of the Company. Interest expense increased consistent with the increase in the underlying principal balance.

8

Liquidity and Capital Resources

Cash requirements for working capital and capital expenditures have been funded from cash balances on hand and cash generated from operations. As of March 31, 2019, we had cash and cash equivalents of $6,920 and a working capital deficit of $236,630, which includes short-term indebtedness of $185,450.

Cash and cash equivalents consist of cash and money market funds. We did not have any short-term or long-term investments as of March 31, 2019.

During the three months ended March 31, 2019, the Company satisfied its working capital needs from related party loans from Steven N. Bronson, the Chairman, President, CEO, and majority shareholder. The note agreement is a Revolving Promissory Note (the “Note”) under which the aggregate unpaid principal amount of all outstanding advances shall not exceed $250,000. Borrowings under the Note (plus any accrued interest) bear interest at a rate of 10% per annum. During the three months ended March 31, 2019 and 2018, the Company borrowed the following amounts under the Note:

	Principal		Interest
Balance January 1, 2019	$	169,450	$	45,181
Additions		16,000		4,420
Cash Payments		-		-
Balance March 31, 2019	$	185,450	$	49,601
Balance January 1, 2018	$	126,950	$	30,010
Additions		12,500		3,264
Cash Payments		-		-
Balance March 31, 2018	$	139,450	$	33,274

While this arrangement will satisfy the Company's immediate financial needs, it may not by itself have the capacity to provide the Company with sufficient capital to finance a merger, acquisition or business combination between the Company and a viable operating entity. The Company may need additional funds in order to complete a merger, acquisition or business combination between the Company and a viable operating entity. There can be no assurances that the Company will be able to obtain additional funds if and when needed.

Economy and Inflation

We do not believe that inflation has had a material effect on our Company’s results of operations.

Off-Balance Sheet and Contractual Arrangements

We do not have any off-balance sheet or contractual arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, and results of operations, liquidity or capital expenditures.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

9

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The phrase “disclosure controls and procedures” refers to controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended, or the Exchange Act, such as this Quarterly Report on Form 10-Q, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the U.S. Securities and Exchange Commission, or SEC. Disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to our management, including our President and Chief Executive Officer (who serves as our Principal Executive Officer and Principal Financial Officer), as appropriate, to allow timely decision regarding required disclosure.

Our management, with the participation of our President and Chief Executive Officer (who serves as our Principal Executive Officer and Principal Financial Officer), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of March 31, 2019, the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our President and Chief Executive Officer has concluded that as of March 31, 2019, our disclosure controls and procedures were not designed to be effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our President and Chief Executive Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Controls over Financial Reporting

There was no change in our internal control over financial reporting during the period ended March 31, 2019 that materially affected, or is reasonable likely to materially affect, our internal control over financial reporting.

10

PART II OTHER INFORMATION

ITEM 6. Exhibits

The following exhibits are filed as part of this Quarterly Report on Form 10-Q.

Exhibit Number	Exhibit Description
3.1	Articles of Incorporation for Ridgefield Acquisition Corp., a Nevada corporation, incorporated by reference to Appendix C of the Company's Schedule 14A filed on May 26, 2006.
3.2	Bylaws for Ridgefield Acquisition Corp., a Nevada corporation, incorporated by reference to Appendix D of the Company's Schedule 14A filed on May 26, 2006.
31*	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32*#	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	XBRL Instance Document.
101.SCH*	XBRL Taxonomy 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

# The information in this exhibit is furnished and deemed not filed with the Securities and Exchange Commission for purposes of section 18 of the Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Exchange Act of 1934, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

11

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: May 9, 2019

RIDGEFIELD ACQUISITION CORP.,
a Nevada corporation
By:	/s/ Steven N. Bronson
	Steven N. Bronson, President and Chief Executive Officer
	Principal Executive Officer, Principal
	Financial Officer and as the
	Registrant's duly authorized officer

12

EX-31

Exhibit 31

Certification of Principal Executive Officer and Principal Financial Officer
Pursuant To Exchange Act Rules 13a-14(a) and 15d-14(a),
As Adopted Pursuant To
Section 302 of Sarbanes-Oxley Act of 2002

I, Steven N. Bronson, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q 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 registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant 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 registrant, 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 registrant’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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’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 registrant’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 registrant’s internal control over financial reporting.

Date: May 9, 2019	/s/ Steven N. Bronson
	Steven N. Bronson, President and Chief Executive Officer
	(Principal Executive Officer and Principal Financial and Accounting Officer)

EX-32

Exhibit 32

Certification of Principal Executive Officer and Principal Financial Officer
Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant To
Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350), Steven N. Bronson, President and Chief Executive Officer (Principal Executive Officer and Principal Financial and Accounting Officer) of Ridgefield Acquisition Corp (the “Company”), hereby certifies that, to the best of his knowledge:

1. Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, to which this Certification is attached as Exhibit 32 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 9, 2019	/s/ Steven N. Bronson
	Steven N. Bronson, President and Chief Executive Officer
	(Principal Executive Officer and Principal Financial and Accounting Officer)

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2019	May 09, 2019
Document and Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2019
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q1
Entity Registrant Name	RIDGEFIELD ACQUISITION CORP
Entity Central Index Key	0000812152
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Trading Symbol	RDGA
Entity Common Stock, Shares Outstanding		1,260,773
Entity Emerging Growth Company	false
Entity Small Business	true

XML

Consolidated Balance Sheets - USD ($)	Mar. 31, 2019	Dec. 31, 2018
CURRENT ASSETS
Cash and cash equivalents	$ 6,920	$ 1,684
TOTAL ASSETS	6,920	1,684
CURRENT LIABILITIES
Accounts payable and accrued expenses	8,499	2,500
Related party note and interest payable	235,051	214,631
TOTAL CURRENT LIABILITIES	243,550	217,131
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIT
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 on March 31, 2019 and December 31, 2018	1,261	1,261
Additional paid in capital	1,516,419	1,516,419
Accumulated deficit	(1,754,310)	(1,733,127)
TOTAL STOCKHOLDERS' DEFICIT	(236,630)	(215,447)
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT	$ 6,920	$ 1,684

XML

Consolidated Balance Sheets [Parenthetical] - $ / shares	Mar. 31, 2019	Dec. 31, 2018
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

XML

Consolidated Statements of Expenses - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
OPERATING EXPENSES
General and administrative expenses	$ (15,309)	$ (15,303)
Total Operating Expenses	(15,309)	(15,303)
OPERATING LOSS	(15,309)	(15,303)
OTHER EXPENSE
Other expense	(1,425)	(1,424)
Interest expense	(4,449)	(3,264)
Total Other Expense	(5,874)	(4,688)
NET LOSS	$ (21,183)	$ (19,991)
NET LOSS PER COMMON SHARE
Basic	$ (0.02)	$ (0.02)
Dilutive	$ (0.02)	$ (0.02)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING -
Basic	1,260,773	1,260,773
Dilutive	1,260,773	1,260,773

XML

Consolidated Statements of Changes in Stockholders' Deficit - USD ($)	Total	Common Stock	Additional Paid in Capital	Accumulated Deficit
Balance at Dec. 31, 2017	$ (159,801)	$ 1,261	$ 1,516,419	$ (1,677,481)
Balance (in shares) at Dec. 31, 2017		1,260,773
Net loss	(19,991)			(19,991)
Balance at Mar. 31, 2018	(179,792)	$ 1,261	1,516,419	(1,697,472)
Balance (in shares) at Mar. 31, 2018		1,260,773
Balance at Dec. 31, 2018	(215,447)	$ 1,261	1,516,419	(1,733,127)
Balance (in shares) at Dec. 31, 2018		1,260,773
Net loss	(21,183)			(21,183)
Balance at Mar. 31, 2019	$ (236,630)	$ 1,261	$ 1,516,419	$ (1,754,310)
Balance (in shares) at Mar. 31, 2019		1,260,773

XML

Consolidated Statements of Cash Flows - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
OPERATING ACTIVITIES
Net loss	$ (21,183)	$ (19,991)
Changes in assets and liabilities:
Increase in accrued interest to related party	4,420	3,264
Increase (decrease) in accounts payable and accrued expenses	5,999	5,248
Net cash used in operating activities	(10,764)	(11,479)
FINANCING ACTIVITIES
Proceeds from related party note payable	16,000	12,500
Net cash provided by financing activities	16,000	12,500
NET INCREASE IN CASH AND CASH EQUIVALENTS	5,236	1,021
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	1,684	609
CASH AND CASH EQUIVALENTS, END OF PERIOD	6,920	1,630
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Cash paid for interest	0	0
Cash paid for income taxes	$ 0	$ 0

XML

THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2019

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 1 – THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION AND NATURE OF OPERATIONS

Ridgefield Acquisition Corp. (“we”, “us”, “our”, “Ridgefield” or 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.

GOING CONCERN AND LIQUIDITY

At March 31, 2019, the Company had a working capital deficit and an accumulated deficit. The Company has continued to sustain losses from operations. In addition, the Company has not generated positive cash flow from operations. Management is aware that its current cash resources are not adequate to fund its operations for the following year. The Company cannot provide any assurances as to if and when it will be able to attain profitability. These conditions, among others, raise substantial doubt about the Company's ability to continue operations as a going concern. No adjustment has been made in the consolidated financial statements to the amounts and classification of assets and liabilities, which could result, should the Company be unable to continue as a going concern.

The Company will be dependent upon the raising of additional capital through debt or the placement of our common stock in order to implement its business plan or merge with an operating company. The officers and directors have committed to advancing certain operating costs of the Company. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

BASIS OF PRESENTATION

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission for the presentation of interim financial information, but do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. The accompanying financial statements should be read in conjunction with the December 31, 2018  consolidated financial statements that were filed in our annual report on Form 10-K. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month period ended March 31, 2019 are not necessarily indicative of the results that may be expected for the year ended December 31, 2019.

XML

RELATED PARTY TRANSACTIONS

3 Months Ended

Mar. 31, 2019

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

NOTE 2 - RELATED PARTY TRANSACTIONS

Steven N. Bronson, the Company's Chairman, President, CEO, and majority shareholder has loaned the Company money 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 and are unsecured. During the quarters ended March 31, 2019 and March 31, 2018, the Company borrowed the following amounts under the Note:

	Principal		Interest
Balance January 1, 2019	$	169,450	$	45,181
Additions		16,000		4,420
Cash Payments		-		-
Balance March 31, 2019	$	185,450	$	49,601
Balance January 1, 2018	$	126,950	$	30,010
Additions		12,500		3,264
Cash Payments		-		-
Balance March 31, 2018	$	139,450	$	33,274

The Company occupies a portion of the offices occupied by BKF Capital Group, Inc., on a month to month basis for a rental fee of $50 per month that is intended to cover administrative costs. Steven N. Bronson, the Company's Chairman, CEO, and majority shareholder, is also the Chairman, CEO and majority shareholder of BKF Capital Group, Inc. At March 31, 2019 and December 31, 2018, we owed BKF $2,650 and $2,500, respectively.

XML

THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2019

Accounting Policies [Abstract]

ORGANIZATION AND NATURE OF OPERATIONS

ORGANIZATION AND NATURE OF OPERATIONS

Ridgefield Acquisition Corp. (“we”, “us”, “our”, “Ridgefield” or 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.

GOING CONCERN AND LIQUIDITY

GOING CONCERN AND LIQUIDITY

At March 31, 2019, the Company had a working capital deficit and an accumulated deficit. The Company has continued to sustain losses from operations. In addition, the Company has not generated positive cash flow from operations. Management is aware that its current cash resources are not adequate to fund its operations for the following year. The Company cannot provide any assurances as to if and when it will be able to attain profitability. These conditions, among others, raise substantial doubt about the Company's ability to continue operations as a going concern. No adjustment has been made in the consolidated financial statements to the amounts and classification of assets and liabilities, which could result, should the Company be unable to continue as a going concern.

The Company will be dependent upon the raising of additional capital through debt or the placement of our common stock in order to implement its business plan or merge with an operating company. The officers and directors have committed to advancing certain operating costs of the Company. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

BASIS OF PRESENTATION

BASIS OF PRESENTATION

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission for the presentation of interim financial information, but do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. The accompanying financial statements should be read in conjunction with the December 31, 2018  consolidated financial statements that were filed in our annual report on Form 10-K. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month period ended March 31, 2019 are not necessarily indicative of the results that may be expected for the year ended December 31, 2019.

XML

RELATED PARTY TRANSACTIONS (Tables)

3 Months Ended

Mar. 31, 2019

Related Party Transactions [Abstract]

Schedule of Related Party Transactions [Table Text Block]

During the quarters ended March 31, 2019 and March 31, 2018, the Company borrowed the following amounts under the Note:

	Principal		Interest
Balance January 1, 2019	$	169,450	$	45,181
Additions		16,000		4,420
Cash Payments		-		-
Balance March 31, 2019	$	185,450	$	49,601
Balance January 1, 2018	$	126,950	$	30,010
Additions		12,500		3,264
Cash Payments		-		-
Balance March 31, 2018	$	139,450	$	33,274

XML

RELATED PARTY TRANSACTIONS (Details) - Management [Member] - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Principal Amount [Member]
Balance	$ 169,450	$ 126,950
Additions	16,000	12,500
Cash Payments	0	0
Balance	185,450	139,450
Interest Accrued [Member]
Balance	45,181	30,010
Additions	4,420	3,264
Cash Payments	0	0
Balance	$ 49,601	$ 33,274

XML

RELATED PARTY TRANSACTIONS (Details Textual) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Debt Instrument, Interest Rate, Stated Percentage	10.00%
Accrued Rent	$ 2,650		$ 2,500
BKF Capital Group, Inc. [Member]
Operating Leases, Rent Expense	$ 50	$ 50