10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2022

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.)

3250 Retail Drive, Suite 120 - 518, Carson City, Nevada 89706-0686

(Address of Principal Executive Offices) (Zip Code)

(805) 484-8855

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act: None

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 ☒  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☒  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 ☒	Smaller reporting company ☒
	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 ☒ No ☐

As of November 4, 2022, the registrant had 2,860,773 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 Operations	2
	Consolidated Statements of Changes in Stockholders’ Equity (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	8
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	12
ITEM 4.	Controls and Procedures	12
	PART II – OTHER INFORMATION
ITEM 6.	Exhibits	13
	SIGNATURES	14

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PART I:      FINANCIAL INFORMATION

Item 1.         Financial Statements

RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY

Consolidated Balance Sheets

(unaudited)

	September 30,		December 31,
	2022		2021
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	20,361	$	5,638
TOTAL ASSETS	$	20,361	$	5,638
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	8,322	$	3,760
Related party note and interest payable		51,716		—
TOTAL LIABILITIES		60,038		3,760
COMMITMENTS AND CONTINGENCIES		—		—
STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock, $.01 par value; authorized - 5,000,000 shares; issued - none		—		—
Common stock, $.001 par value; authorized - 30,000,000 shares; issued and outstanding - 2,860,773		2,861		2,861
Additional paid in capital		1,914,819		1,914,819
Accumulated deficit		(1,957,357)		(1,915,802)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)		(39,677)		1,878
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)	$	20,361	$	5,638

See accompanying notes to these unaudited consolidated financial statements.

1

RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY

Consolidated Statements of Operations

(unaudited)

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
OPERATING EXPENSES
General and administrative expenses	$	(14,819)	$	(11,351)	$	(37,474)	$	(39,023)
Total Operating Expenses		(14,819)		(11,351)		(37,474)		(39,023)
OPERATING LOSS		(14,819)		(11,351)		(37,474)		(39,023)
OTHER EXPENSE
Other expense		(540)		(680)		(2,365)		(2,505)
Interest expense		(850)		(—)		(1,716)		(5,680)
Total Other Expense		(1,390)		(680)		(4,081)		(8,185)
NET LOSS	$	(16,209)	$	(12,031)	$	(41,555)	$	(47,208)
NET LOSS PER COMMON SHARE
Basic	$	(0.01)	$	(—)	$	(0.01)	$	(0.02)
Dilutive	$	(0.01)	$	(—)	$	(0.01)	$	(0.02)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING -
Basic		2,860,773		2,860,773		2,860,773		2,391,909
Dilutive		2,860,773		2,860,773		2,860,773		2,391,909

See accompanying notes to these unaudited consolidated financial statements.

2

RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY

Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

For the Nine Months Ended September 30, 2022 and 2021

(unaudited)

				Additional
	Common Stock			Paid in		Accumulated
	Shares	Amount		Capital		Deficit		Totals
Balance, December 31, 2020	1,260,773	$	1,261	$	1,516,419	$	(1,857,269)	$	(339,589)
Issuance of Common Stock	1,600,000		1,600		398,400		—		400,000
Net loss	—		—		—		(26,904)		(26,904)
Balance, March 31, 2021	2,860,773	$	2,861	$	1,914,819	$	(1,884,173)	$	33,507
Net loss	—		—		—		(8,273)		(8,273)
Balance, June 30, 2021	2,860,773	$	2,861	$	1,914,819	$	(1,892,446)	$	25,234
Net loss	—		—		—		(12,031)		(12,031)
Balance, September 30, 2021	2,860,773	$	2,861	$	1,914,819	$	(1,904,477)	$	13,203

				Additional
	Common Stock			Paid in		Accumulated
	Shares	Amount		Capital		Deficit		Totals
Balance, December 31, 2021	2,860,773	$	2,861	$	1,914,819	$	(1,915,802)	$	1,878
Net loss	—		—		—		(14,818)		(14,818)
Balance, March 31, 2022	2,860,773	$	2,861	$	1,914,819	$	(1,930,620)	$	(12,940)
Net loss	—		—		—		(10,528)		(10,528)
Balance, June 30, 2022	2,860,773	$	2,861	$	1,914,819	$	(1,941,148)	$	(23,468)
Net loss	—		—		—		(16,209)		(16,209)
Balance, September 30, 2022	2,860,773	$	2,861	$	1,914,819	$	(1,957,357)	$	(39,677)

See accompanying notes to these unaudited consolidated financial statements.

3

RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY

Consolidated Statements of Cash Flows

(unaudited)

	Nine months Ended
	September 30,
	2022		2021
OPERATING ACTIVITIES
Net loss	$	(41,555)	$	(47,208)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in assets and liabilities:
(Increase) in prepaid expenses		—		(200)
Increase in accounts payable and accrued expenses		4,562		612
(Decrease) in accounts payable – related party		—		(2,800)
Increase in accrued interest - related party		1,716		5,657
Net cash used in operating activities	$	(35,277)	$	(43,939)
FINANCING ACTIVITIES
Proceeds from issuance of common stock		—		50,558
Proceeds from related party note payable		50,000		5,000
Net cash provided by financing activities	$	50,000	$	55,558
NET INCREASE IN CASH AND CASH EQUIVALENTS		14,723		11,619
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		5,638		2,816
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	20,361	$	14,435
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Cash paid for interest	$	—	$	23
Cash paid for income taxes	$	—	$	—
NONCASH INVESTING AND FINANCING ACTIVITIES
Conversion of related party note payable and accrued interest to common stock	$	—	$	349,442

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 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

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 it’s current cash resources may not be 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 it’s common stock in order to implement its business plan or merge with an operating company. The officers and directors have, in the past, 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, 2021 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 or nine-month periods ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ended December 31, 2022.

NOTE 2 – RELATED PARTY TRANSACTIONS

The Company previously occupied a portion of the offices leased by BKF Capital Group, Inc. (OTCMKTS: BKFG), on a month to month basis for a rental fee of $50 per month that was 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. Effective September 30, 2019, the Company terminated this arrangement with BKF Capital Group, Inc., and leased an administrative office from an unrelated party on a month-to-month basis for a minimum of $10 per month. Additional charges, if any, are based upon services provided by the lessor.

In April 2021, we paid BKF the full amount owed of $2,800 for this previous arrangement. There are no amounts payable to or receivable from BKF at September 30, 2022.

5

On December 31, 2016, Steven N. Bronson, the Company’s Chairman, President, CEO, and majority shareholder entered into a revolving loan agreement (the “2016 Bronson Note”) whereby Mr. Bronson would loan the Company money from time-to-time to fund working capital needs to pay operating expenses. The 2016 Bronson Note was unsecured, repayable upon demand and accrued interest at the rate of 10% per annum.

On March 26, 2021, the Company sold 1,600,000 shares of its Common Stock to Mr. Bronson at a price of $0.25 per share, for an aggregate purchase price of $400,000. Mr. Bronson paid the purchase price for the shares by cancelling $349,442 in principal and accrued interest outstanding under the 2016 Bronson Note and paying $50,558 in cash.

On March 23, 2022, the Company executed a Revolving Promissory Note (the “2022 Bronson Note”), in the principal amount of up to $200,000.00 payable to Steven N. Bronson, the Company’s Chairman of the Board, President and Chief Executive Officer, pursuant to which Mr. Bronson may make loans to the Company from time to time. The 2022 Bronson Note has a maturity date of March 23, 2027, and provides for interest to accrue on the unpaid principal at a rate of eight percent (8)% per annum (calculated on the basis of a 360-day year), compounded quarterly and payable quarterly on the last business day of the calendar quarter. The 2022 Bronson Note may be prepaid by the Company at any time without penalty.

On September 27, 2022, the “Company executed a Revolving Promissory Note (the “Qualstar Note”), payable to Qualstar Corporation (“Qualstar”). Mr. Bronson, the Company’s Chairman of the Board, President and Chief Executive Officer, is the President and CEO of Qualstar Corporation, as well as its largest shareholder. Under the terms of the Qualstar Note, Qualstar may (but is not required to) make loans to the Company from time to time upon request by the Company, up to a maximum principal amount of $200,000 outstanding at any time. The Note may be prepaid by the Company at any time without penalty and is repayable on demand by Qualstar on or after December 31, 2024. The Note provides for interest to accrue on the outstanding principal balance at a rate of ten percent (10)% per annum (calculated on the basis of a 360-day year), compounded and payable quarterly. The Company borrowed an initial amount of $20,000 under the Note on September 27, 2022.

6

During the nine months ended September 30, 2021, and September 30, 2022, the following amounts were payable under all loans:

	Note Payable to				Note Payable to
	Steven N. Bronson				Qualstar Corporation
	Principal		Interest		Principal		Interest
Balance January 1, 2021	$	251,161	$	87,624
Additions		5,000		5,657
Cash Payments		(—)		(—)
Conversion into Common Stock - March 26, 2021		(256,161)		(93,281)
Balance March 31, 2021	$	—	$	—
Additions		—		—
Cash Payments		(—)		(—)
Balance June 30, 2021	$	—	$	—
Additions		—		—
Cash Payments		(—)		(—)
Balance September 30, 2021	$	—	$	—
Balance January 1, 2022	$	—	$	—
Additions		20,000		40
Cash Payments		(—)		(—)
Balance March 31, 2022	$	20,000	$	40
Additions		10,000		826
Cash Payments		(—)		(—)
Balance June 30, 2022	$	30,000	$	866	$	—	$	—
Additions		—		837		20,000		13
Cash Payments		(—)		(—)		(—)		(—)
Balance September 30, 2021	$	30,000	$	1,703	$	20,000	$	13

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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 nine months ended September 30, 2022 and 2021 we earned no revenues.

Our principal executive office is located at 3250 Retail Drive, Suite 120-518, Carson City, NV 89706-0686 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.

8

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.

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 undertake 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, 2021. There have been no material changes in these critical accounting policies since December 31, 2021.

Results of Operations

Revenues

During the nine months ended September 30, 2022, and the nine months ended September 30, 2021, the Company earned no revenues from operations. Overall, the Company incurred a net loss of $16,209 during the three months ended September 30, 2022 as compared to $12,031 during the three months ended September 30, 2021. During the nine months ended September 30, 2022 and the nine months ended September 30, 2021, the Company incurred a net loss of $41,555 and $47,208, respectively.

Because the Company’s operations are primarily administrative, the fluctuations in net loss relate to decreased interest expense and the timing of general and administrative (G&A) expenses during the period.

9

General and Administrative Expenses

G&A expenses consist of professional fees, service charges, office expenses and similar items.

During the three months ended September 30, 2022, the Company incurred G&A expenses of $14,819, an increase of $3,468 compared to G&A expenses of $11,351 during the three months ended September 30, 2021. During the nine months ended September 30, 2022, and the nine months ended September 30, 2021, the Company incurred G&A expenses of $37,474 and $39,023, respectively. The increase in the quarter is largely due to timing of services provided, primarily professional fees related to compliance and expenses of maintaining our status as a public company and the reporting obligations thereunder. The reduction year-to-date in 2022 similarly reflects differences in the timing of services provided, but the nine months ending September 30, 2021 also includes additional professional fees related to the March 2021 cancellation of the 2016 Loan and related issuance of new shares.

Other Expense

Other expense primarily represents state licenses, filing fees, minimum tax expense and net interest expense.

Other expense increased to $1,390 during the three months ended September 30, 2022, as compared to $680 during the three months ended September 30, 2021. The increase relates to interest expense, which was $850 during the three months ended September 30, 2022 compared to no interest expense in the three months ended September 30, 2021. During the nine months ended September 30, 2022, the Company incurred other expense of $4,081, a decrease of $4,104 compared to other expense of $8,185 during the nine months ended September 30, 2021. The decrease also relates primarily to interest expense. The Company incurred net interest expense of $5,680 during the nine months ended September 30, 2021, and $1,716 during the nine months ended September 30, 2022, primarily as a result of a loan from the President of the Company. The 2016 Loan was cancelled on March 26, 2021 and the 2022 Loan was not initiated until March 23, 2022.

Liquidity and Capital Resources

Cash and cash equivalents consist of cash and money market funds. We did not have any short-term or long-term investments as of September 30, 2022. Cash requirements for working capital and capital expenditures have been funded from cash balances on hand. As of September 30, 2022, we had cash and cash equivalents of $20,361 and working capital of $12,039, excluding the related party debt. With the related party debt, we had a working capital deficit of ($39,677).

Historically, the Company satisfied its working capital needs from related party loans from Steven N. Bronson, the Chairman, President, CEO, and majority shareholder. On December 31, 2016, Mr. Bronson entered into a revolving loan agreement (the “2016 Bronson Note”) whereby Mr.Bronson would loan the Company money from time-to-time to fund working capital needs to pay operating expenses. The 2016 Bronson Note was unsecured, repayable upon demand and accrued interest at the rate of 10% per annum.

On March 26, 2021, the Company sold 1,600,000 shares of its Common Stock to Mr. Bronson at a price of $0.25 per share, for an aggregate purchase price of $400,000. Mr. Bronson paid the purchase price for the shares by cancelling $349,442 in principal and accrued interest outstanding under the 2016 Bronson Note and paying $50,558 in cash.

On March 23, 2022, the Company executed a Revolving Promissory Note (the “2022 Bronson Note”), in the principal amount of up to $200,000.00 payable to Steven N. Bronson, the Company’s Chairman of the Board, President and Chief Executive Officer, pursuant to which Mr. Bronson may make loans to the Company from time to time. The 2022 Bronson Note has a maturity date of March 23, 2027, and provides for interest to accrue on the unpaid principal at a rate of eight percent (8)% per annum (calculated on the basis of a 360-day year), compounded quarterly and payable quarterly on the last business day of the calendar quarter. The 2022 Bronson Note may be prepaid by the Company at any time without penalty.

On September 27, 2022, the Company executed a Revolving Promissory Note (the “Qualstar Note”), payable to Qualstar Corporation (“Qualstar”). Mr. Bronson, the Company’s Chairman of the Board, President and Chief Executive Officer, is the President and CEO of Qualstar Corporation, as well as its largest shareholder. Under the terms of the Qualstar Note, Qualstar may (but is not required to) make loans to the Company from time to time upon request by the Company, up to a maximum principal amount of $200,000 outstanding at any time. The Note may be prepaid by the Company at any time without penalty and is repayable on demand

10

by Qualstar on or after December 31, 2024. The Note provides for interest to accrue on the outstanding principal balance at a rate of ten percent (10)% per annum (calculated on the basis of a 360-day year), compounded and payable quarterly. The Company borrowed an initial amount of $20,000 under the Note on September 27, 2022.

During the nine months ended September 30, 2021, and September 30, 2022, the following amounts were payable under all loans:

		Note Payable to				Note Payable to
		Steven N. Bronson				Qualstar Corporation
	Principal		Interest		Principal		Interest
Balance January 1, 2021	$	251,161	$	87,624
Additions		5,000		5,657
Cash Payments		(—)		(—)
Conversion into Common Stock - March 26, 2021		(256,161)		(93,281)
Balance March 31, 2021	$	—	$	—
Additions		—		—
Cash Payments		(—)		(—)
Balance June 30, 2021	$	—	$	—
Additions		—		—
Cash Payments		(—)		(—)
Balance September 30, 2021	$	—	$	—
Balance January 1, 2022	$	—	$	—
Additions		20,000		40
Cash Payments		(—)		(—)
Balance March 31, 2022	$	20,000	$	40
Additions		10,000		826
Cash Payments		(—)		(—)
Balance June 30, 2022	$	30,000	$	866	$	—	$	—
Additions		—		837		20,000		13
Cash Payments		(—)		(—)		(—)		(—)
Balance September 30, 2021	$	30,000	$	1,703	$	20,000	$	13

While the cash received from the related party loans will satisfy the Company’s immediate financial needs, it will 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

Many leading economists predict high rates of inflation will continue through 2022 and potentially beyond. While we do not believe inflation has had a material effect on our Company’s results of operations, inflation generally interferes with the provision of investment capital. A prolonged period of high inflation may impact our ability to carry out our acquisition strategy. On the other hand, when business conditions worsen and the stock market corrects, it may be easier for us to identify an acquisition candidate.

11

The new strain of coronavirus first identified in Wuhan, Hubei Province, China, in 2019 (“COVID”) has since spread globally, with more contagious variants, such as the Delta and Omicron variants, also emerging. While vaccines have proven effective at reducing the risk of serious health consequences from COVID, some governments have continued to implement various measures, or impose restrictions, in an effort to lessen the spread of the virus. We cannot make any predictions concerning the continuing severity, magnitude and duration of the pandemic, including impacts of virus variants and resurgences, and of government, business and individual responses. Although we do not expect COVID to impact our operations, it could impact our acquisition strategy, positively or negatively.

The extent to which new opportunities are presented to us will depend on future developments, which remain highly uncertain and cannot be predicted with confidence.

Off-Balance Sheet and Contractual Arrangements

Our liquidity is not dependent on the use of off-balance-sheet financing arrangements.

Item 3.    Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

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 September 30, 2022, 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 September 30, 2022, 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 three or nine months ended September 30, 2022 that materially affected, or is reasonable likely to materially affect, our internal control over financial reporting.

12

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.
10.1*	Revolving Promissory Note, dated as of September 27, 2022, between the Company and Qualstar Corporation.
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.

13

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: November 4, 2022

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

14

EX-10.1

Exhibit 10.1

$200,000.00	September 27, 2022
	Irvine, California

RIDGEFIELD ACQUISITION CORP.

REVOLVING PROMISSORY NOTE

FOR VALUE RECEIVED, the undersigned, Ridgefield Acquisition Corp., a Nevada corporation (“Borrower”), promises to pay to the order of Qualstar Corporation, a California corporation (hereafter, together with any holder hereof, called “Lender”), immediately upon demand by Lender made at any time on or after December 31, 2024 (the “Maturity Date”) (in accordance with the terms herein) at such place as Lender may designate in writing to Borrower, in lawful money of the United States of America, and in immediately available funds, such amount as may from time to time be advanced by Lender to Borrower pursuant to an Advance (as defined below) hereunder, plus interest as hereinafter provided. Such Advances may be endorsed from time to time on the Schedule of Advances attached hereto but the failure to make such notations shall not affect the validity of Borrower’s obligation to repay unpaid principal and interest hereunder.

Subject to the terms hereof, Lender may, in its absolute discretion, but shall not be required to, make advances of funds available hereunder (each, an “Advance” and collectively, the “Advances”) to Borrower, up to a maximum principal amount of $200,000.00 (the “Maximum Amount”). Borrower shall give Lender irrevocable written notice requesting an Advance at least five (5) business days before the date on which Borrower wishes to receive the Advance (unless a shorter period is consented to by Lender). Notwithstanding any term or provision of this Note that may be construed to the contrary, at no time shall Lender be required to make an Advance hereunder if (a) an Event of Default (as defined below) shall have occurred; or (b) the Lender determines, in its absolute discretion, not to make such Advance.

From and after the date hereof (until maturity or default as hereinafter provided), interest shall accrue on the principal amount of this Note that is outstanding from time to time at a rate per annum equal to ten percent (10.0%), compounded quarterly. Interest shall be payable quarterly, on the last business day of each calendar quarter commencing with the calendar quarter ended December 31, 2022. Interest shall be computed on the daily outstanding principal balance hereunder on the basis of a 360 day year, as the case may, counting the number of actual days elapsed. Interest shall accrue and be payable quarterly. The principal balance of all Advances then outstanding, together with all accrued but unpaid interest thereon shall be due and payable on the Maturity Date or on such earlier date on which the maturity hereof is accelerated pursuant to the provisions hereof.

From and after the occurrence of an Event of Default, interest shall accrue on any amounts past due hereunder (whether by acceleration, maturity or otherwise) at a rate equal to three percent (3%) per annum in excess of the interest rate otherwise payable hereunder. All such interest accruing on amounts past due hereunder shall be due and payable on demand.

The loan represented by this Note is a revolving credit line such that, during the term hereof, Borrower may borrow (if Lender agrees to loan), repay and re-borrow (if Lender agrees to loan) from time to time hereunder, subject to the terms and conditions set forth herein; provided, however, that the aggregate principal amount outstanding hereunder may increase or decrease, but shall never exceed the Maximum Amount. Borrower, at its option, may repay or prepay all or any portion of the outstanding principal amount on the Advances, together with all accrued and unpaid interest, at any time without penalty by giving Lender at least one (1) business day’s prior written notice of any such prepayment. All payments received by Lender shall be applied first, to fees, costs and expenses that may be due to Lender, second, to accrued and unpaid interest on the Advances and third, to the outstanding principal balance of the Advances.

Notwithstanding any provision to the contrary contained in this Note, Borrower shall not be required to pay, and Lender shall not be permitted to collect any amount of interest in excess of the maximum amount of interest permitted by law (“Excess Interest”). If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Note, then in such event: (1) the provisions of this paragraph shall govern and control; (2) Borrower shall not be obligated to pay any Excess Interest; (3) any Excess Interest that Lender may have received hereunder shall be, at Lender’s option, applied as a credit against the outstanding principal balance of this Note or the accrued and unpaid interest (not to exceed the maximum amount permitted by law), or refunded to the payor thereof, or any combination of the foregoing; (4) the interest rate provided for herein shall be automatically reduced to the maximum lawful rate allowed from time to time under applicable law (the “Maximum Rate”), and this Note shall be deemed to have been and shall be, reformed and modified to reflect such reduction; and (5) Borrower shall not have any action against Lender for any damages arising out of the payment or collection of any Excess Interest. Notwithstanding the foregoing, if, for any period of time, interest on this Note is calculated at the Maximum Rate rather than the applicable rate under this Note, and thereafter the Maximum Rate exceeds the applicable rate, the rate of interest payable on this Note shall become the Maximum Rate until Lender shall have received the amount of interest which Lender would have received during such period on this Note had the rate of interest not been limited to the Maximum Rate during such period.

Each of the following events shall constitute an “Event of Default” under this Note: (i) failure of Borrower to pay any principal, interest or other amount due hereunder within five (5) business days of the date due, or Borrower shall in any way fail to comply with the other terms, covenants or conditions contained in this Note, when such failure continues for a period of five (5) days following notice thereof from Lender; (ii) Borrower shall (a) commence a voluntary case under the Bankruptcy Code of 1978, as amended or other federal bankruptcy law (as now or hereafter in effect); (b) file a petition seeking to take advantage of any other laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or composition for adjustment of debts; (c) consent to or fail to contest in a timely and appropriate manner any petition filed against it in an involuntary case under such bankruptcy laws or other laws; (d) apply for or consent to, or fail to contest in a timely and appropriate manner, the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of Borrower or of a substantial part of Borrower’s property, domestic or foreign; (e) admit in writing its inability to pay its debts as they become due; (f) make a general assignment for the benefit of creditors; or (g) make a conveyance fraudulent as to creditors under any state or federal law; or (iii) a case or other proceeding shall be commenced against Borrower in any court of competent jurisdiction seeking (a) relief under the Bankruptcy Code of 1978, as amended or other federal bankruptcy law (as now or hereafter in effect) or under any other laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or adjustment of debts or (b) the appointment of a trustee, receiver, custodian, liquidator or the like for Borrower of all or any substantial part of its assets, domestic or foreign, and such proceeding shall not have been stayed or dismissed within sixty (60) days.

Upon the occurrence of an Event of Default described in clause (i) of the definition thereof, any and all of the obligations hereunder, at the option of Lender, exercisable in its sole discretion, and without demand or notice of any kind, may be immediately declared, and thereupon shall immediately be in default and due and payable and Lender may exercise any and all rights and remedies available to it at law, in equity or otherwise. Upon the occurrence of an Event of Default described in clause (ii) or (iii) of the definition thereof, any and all of the obligations hereunder, without demand or notice of any kind, shall immediately be in default and due and payable and Lender may exercise any and all rights and remedies available to it at law, in equity or otherwise. Nothing in this paragraph shall limit the right of Lender to make demand, at any time, with or without the occurrence of an Event of Default, for payment in full of all amounts due hereunder.

Borrower agrees to pay all costs and expenses (including without limitation attorney’s fees) incurred by Lender in connection with or related to this Note, or its enforcement, whether or not suit be brought.

All payments of principal, interest and other amounts to be made by Borrower under this Note shall be made without any deduction, set-off or counterclaim whatsoever. The receipt of any check or other item of payment by Lender shall not be considered a payment on this Note until such check or other item of payment is honored at the drawee

bank. Lender may delay the credit of such payment until the funds become available and interest under this Note shall accrue until the funds are in fact collected.

Time is of the essence of this Note.

No delay or failure on the part of Lender in the exercise of any right or remedy shall operate as a waiver thereof, and no single or partial exercise by Lender of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy.

All amendments to this Note, and any waiver or consent of Lender, must be in writing and signed by Lender and Borrower.

Borrower hereby waives notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor, and all other notices or demands of any kind or character, and to the fullest extent permitted by law, the right to invoke any statute of limitations as a defense to any demand hereunder. No delay or failure on the part of Lender in the exercise of any right or remedy shall operate as a waiver thereof and no single or partial exercise of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy. Borrower acknowledges that this Note is executed as part of a commercial transaction and that the proceeds of this Note will not be used for any personal or consumer purpose.

THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICTS OF LAW PROVISIONS) OF THE STATE OF CALIFORNIA, AS THE SAME MAY FROM TIME TO TIME BE IN EFFECT. BORROWER HEREBY (i) IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY FEDERAL COURT, OR AT THE OPTION OF LENDER, ANY STATE COURT, LOCATED IN LOS ANGELES COUNTY, CALIFORNIA OVER ANY CLAIMS OR DISPUTES BETWEEN BORROWER AND LENDER, PERTAINING DIRECTLY OR INDIRECTLY TO THIS NOTE OR TO ANY MATTER ARISING THEREFROM OR RELATING THERETO; (ii) WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON BORROWER, AND CONSENTS SO THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY MESSENGER, CERTIFIED MAIL OR REGISTERED MAIL AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED UPON THE EARLIER OF ACTUAL RECEIPT OR THREE (3) DAYS AFTER THE SAME SHALL HAVE BEEN POSTED TO BORROWER’S ADDRESS; (iii) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT BORROWER MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF ANY SUCH ACTION OR PROCEEDING; (iv) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; AND (v) AGREES NOT TO INSTITUTE ANY LEGAL ACTION OR PROCEEDING AGAINST LENDER OR ANY OF LENDER’S EMPLOYEES, AGENTS OR PROPERTY, CONCERNING ANY MATTER ARISING OUT OF OR RELATING TO THIS NOTE IN ANY COURT OTHER THAN ONE LOCATED IN LOS ANGELES COUNTY, CALIFORNIA. NOTHING IN THIS PARAGRAPH SHALL AFFECT OR IMPAIR LENDER’S RIGHT TO SERVE LEGAL PROCESS IN ANY MANNER PERMITTED BY LAW OR LENDER’S RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST BORROWER OR BORROWER’S PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION.

In the event any one or more of the provisions of this Note shall for any reason be held to be invalid, illegal or unenforceable, the same shall not affect any other provision of this Note and the remaining provisions of this Note shall remain in full force and effect.

This Note inures to and binds the heirs, successors and assigns of Borrower and Lender. Lender may assign its rights under this Note. However, Borrower may not assign any rights or obligations under this Note without Lender’s prior written consent.

All notices and other communications provided for hereunder shall be in writing and shall be sent to Lender’s principal place of business or Borrower’s address set forth below its signature hereto, as the case may be. All such notices and other communications shall be effective when received.

IN WITNESS WHEREOF Borrower has executed and delivered this Note as of the date first written above.

RIDGEFIELD ACQUISITION CORP.

By: /s/	Steven N. Bronson
Name: Steven N. Bronson
Title: Chief Executive Officer
Address for notices:		3250 Retail Drive, Suite 120 - 518
		Carson City, Nevada 89706-0686
		Attn: Chief Executive Officer

SCHEDULE A

TO REVOLVING PROMISSORY NOTE OF RIDGEFIELD ACQUISITION CORP.

RECORD OF LOANS AND REPAYMENT OF LOANS

DATE	PRINCIPAL AMOUNT OF LOAN MADE	AMOUNT OF LOAN REPAID	AMOUNT OF INTEREST PAID	UNPAID PRINIPAL BALANCE	NOTATION OF LOAN MADE BY
9/27/2022	$20,000.00			$20,000.00	Ryan J. Hoffman

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: November 4, 2022	/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 September 30, 2022, 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: November 4, 2022	/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	9 Months Ended
	Sep. 30, 2022	Nov. 04, 2022
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2022
Entity File Number	000-16335
Entity Registrant Name	RIDGEFIELD ACQUISITION CORP
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	84-0922701
Entity Address, Address Line One	3250 Retail Drive, Suite 120 - 518
Entity Address, City or Town	Carson City
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89706-0686
City Area Code	805
Local Phone Number	484-8855
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	true
Entity Common Stock, Shares Outstanding		2,860,773
Entity Central Index Key	0000812152
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--12-31
Amendment Flag	false

XML

Consolidated Balance Sheets - USD ($)	Sep. 30, 2022	Dec. 31, 2021
CURRENT ASSETS
Cash and cash equivalents	$ 20,361	$ 5,638
TOTAL ASSETS	20,361	5,638
CURRENT LIABILITIES
Accounts payable and accrued expenses	8,322	3,760
Related party note and interest payable	51,716
TOTAL LIABILITIES	60,038	3,760
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, $.01 par value; authorized - 5,000,000 shares; issued - none		0
Common stock, $.001 par value; authorized - 30,000,000 shares; issued and outstanding - 2,860,773	2,861	2,861
Additional paid in capital	1,914,819	1,914,819
Accumulated deficit	(1,957,357)	(1,915,802)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)	(39,677)	1,878
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)	$ 20,361	$ 5,638

XML

Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Consolidated Balance Sheets
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	2,860,773	2,860,773
Common stock, shares outstanding	2,860,773	2,860,773

XML

Consolidated Statements of Operations - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
OPERATING EXPENSES
General and administrative expenses	$ (14,819)	$ (11,351)	$ (37,474)	$ (39,023)
Total Operating Expenses	(14,819)	(11,351)	(37,474)	(39,023)
OPERATING LOSS	(14,819)	(11,351)	(37,474)	(39,023)
OTHER EXPENSE
Other expense	(540)	(680)	(2,365)	(2,505)
Interest expense	(850)		(1,716)	(5,680)
Total Other Expense	(1,390)	(680)	(4,081)	(8,185)
NET LOSS	$ (16,209)	$ (12,031)	$ (41,555)	$ (47,208)
NET LOSS PER COMMON SHARE
Basic	$ (0.01)		$ (0.01)	$ (0.02)
Dilutive	$ (0.01)		$ (0.01)	$ (0.02)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING -
Basic	2,860,773	2,860,773	2,860,773	2,391,909
Dilutive	2,860,773	2,860,773	2,860,773	2,391,909

XML

Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($)	Common Stock	Additional Paid in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2020	$ 1,261	$ 1,516,419	$ (1,857,269)	$ (339,589)
Balance (in shares) at Dec. 31, 2020	1,260,773
Issuance of Common Stock	$ 1,600	398,400		400,000
Issuance of Common Stock (in shares)	1,600,000
Net loss			(26,904)	(26,904)
Balance at Mar. 31, 2021	$ 2,861	1,914,819	(1,884,173)	33,507
Balance (in shares) at Mar. 31, 2021	2,860,773
Balance at Dec. 31, 2020	$ 1,261	1,516,419	(1,857,269)	(339,589)
Balance (in shares) at Dec. 31, 2020	1,260,773
Net loss				(47,208)
Balance at Sep. 30, 2021	$ 2,861	1,914,819	(1,904,477)	13,203
Balance (in shares) at Sep. 30, 2021	2,860,773
Balance at Mar. 31, 2021	$ 2,861	1,914,819	(1,884,173)	33,507
Balance (in shares) at Mar. 31, 2021	2,860,773
Net loss			(8,273)	(8,273)
Balance at Jun. 30, 2021	$ 2,861	1,914,819	(1,892,446)	25,234
Balance (in shares) at Jun. 30, 2021	2,860,773
Net loss			(12,031)	(12,031)
Balance at Sep. 30, 2021	$ 2,861	1,914,819	(1,904,477)	13,203
Balance (in shares) at Sep. 30, 2021	2,860,773
Balance at Dec. 31, 2021	$ 2,861	1,914,819	(1,915,802)	1,878
Balance (in shares) at Dec. 31, 2021	2,860,773
Net loss			(14,818)	(14,818)
Balance at Mar. 31, 2022	$ 2,861	1,914,819	(1,930,620)	(12,940)
Balance (in shares) at Mar. 31, 2022	2,860,773
Balance at Dec. 31, 2021	$ 2,861	1,914,819	(1,915,802)	1,878
Balance (in shares) at Dec. 31, 2021	2,860,773
Net loss				(41,555)
Balance at Sep. 30, 2022	$ 2,861	1,914,819	(1,957,357)	(39,677)
Balance (in shares) at Sep. 30, 2022	2,860,773
Balance at Mar. 31, 2022	$ 2,861	1,914,819	(1,930,620)	(12,940)
Balance (in shares) at Mar. 31, 2022	2,860,773
Net loss			(10,528)	(10,528)
Balance at Jun. 30, 2022	$ 2,861	1,914,819	(1,941,148)	(23,468)
Balance (in shares) at Jun. 30, 2022	2,860,773
Net loss			(16,209)	(16,209)
Balance at Sep. 30, 2022	$ 2,861	$ 1,914,819	$ (1,957,357)	$ (39,677)
Balance (in shares) at Sep. 30, 2022	2,860,773

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Consolidated Statements of Cash Flows - USD ($)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
OPERATING ACTIVITIES
Net loss	$ (41,555)	$ (47,208)
Changes in assets and liabilities:
(Increase) in prepaid expenses		(200)
Increase in accounts payable and accrued expenses	4,562	612
(Decrease) in accounts payable - related party		(2,800)
Increase in accrued interest - related party	1,716	5,657
Net cash used in operating activities	(35,277)	(43,939)
FINANCING ACTIVITIES
Proceeds from issuance of common stock		50,558
Proceeds from related party note payable	50,000	5,000
Net cash provided by financing activities	50,000	55,558
NET INCREASE IN CASH AND CASH EQUIVALENTS	14,723	11,619
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	5,638	2,816
CASH AND CASH EQUIVALENTS, END OF PERIOD	$ 20,361	14,435
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Cash paid for interest		23
NONCASH INVESTING AND FINANCING ACTIVITIES
Conversion of related party note payable and accrued interest to common stock		$ 349,442

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THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2022

THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

THE COMPANY AND 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 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

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 it’s current cash resources may not be 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 it’s common stock in order to implement its business plan or merge with an operating company. The officers and directors have, in the past, 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, 2021 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 or nine-month periods ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ended December 31, 2022.

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RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2022

RELATED PARTY TRANSACTIONS.

RELATED PARTY TRANSACTIONS

NOTE 2 – RELATED PARTY TRANSACTIONS

The Company previously occupied a portion of the offices leased by BKF Capital Group, Inc. (OTCMKTS: BKFG), on a month to month basis for a rental fee of $50 per month that was 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. Effective September 30, 2019, the Company terminated this arrangement with BKF Capital Group, Inc., and leased an administrative office from an unrelated party on a month-to-month basis for a minimum of $10 per month. Additional charges, if any, are based upon services provided by the lessor.

In April 2021, we paid BKF the full amount owed of $2,800 for this previous arrangement. There are no amounts payable to or receivable from BKF at September 30, 2022.

On December 31, 2016, Steven N. Bronson, the Company’s Chairman, President, CEO, and majority shareholder entered into a revolving loan agreement (the “2016 Bronson Note”) whereby Mr. Bronson would loan the Company money from time-to-time to fund working capital needs to pay operating expenses. The 2016 Bronson Note was unsecured, repayable upon demand and accrued interest at the rate of 10% per annum.

On March 26, 2021, the Company sold 1,600,000 shares of its Common Stock to Mr. Bronson at a price of $0.25 per share, for an aggregate purchase price of $400,000. Mr. Bronson paid the purchase price for the shares by cancelling $349,442 in principal and accrued interest outstanding under the 2016 Bronson Note and paying $50,558 in cash.

On March 23, 2022, the Company executed a Revolving Promissory Note (the “2022 Bronson Note”), in the principal amount of up to $200,000.00 payable to Steven N. Bronson, the Company’s Chairman of the Board, President and Chief Executive Officer, pursuant to which Mr. Bronson may make loans to the Company from time to time. The 2022 Bronson Note has a maturity date of March 23, 2027, and provides for interest to accrue on the unpaid principal at a rate of eight percent (8)% per annum (calculated on the basis of a 360-day year), compounded quarterly and payable quarterly on the last business day of the calendar quarter. The 2022 Bronson Note may be prepaid by the Company at any time without penalty.

On September 27, 2022, the “Company executed a Revolving Promissory Note (the “Qualstar Note”), payable to Qualstar Corporation (“Qualstar”). Mr. Bronson, the Company’s Chairman of the Board, President and Chief Executive Officer, is the President and CEO of Qualstar Corporation, as well as its largest shareholder. Under the terms of the Qualstar Note, Qualstar may (but is not required to) make loans to the Company from time to time upon request by the Company, up to a maximum principal amount of $200,000 outstanding at any time. The Note may be prepaid by the Company at any time without penalty and is repayable on demand by Qualstar on or after December 31, 2024. The Note provides for interest to accrue on the outstanding principal balance at a rate of ten percent (10)% per annum (calculated on the basis of a 360-day year), compounded and payable quarterly. The Company borrowed an initial amount of $20,000 under the Note on September 27, 2022.

During the nine months ended September 30, 2021, and September 30, 2022, the following amounts were payable under all loans:

	Note Payable to				Note Payable to
	Steven N. Bronson				Qualstar Corporation
	Principal		Interest		Principal		Interest
Balance January 1, 2021	$	251,161	$	87,624
Additions		5,000		5,657
Cash Payments		(—)		(—)
Conversion into Common Stock - March 26, 2021		(256,161)		(93,281)
Balance March 31, 2021	$	—	$	—
Additions		—		—
Cash Payments		(—)		(—)
Balance June 30, 2021	$	—	$	—
Additions		—		—
Cash Payments		(—)		(—)
Balance September 30, 2021	$	—	$	—
Balance January 1, 2022	$	—	$	—
Additions		20,000		40
Cash Payments		(—)		(—)
Balance March 31, 2022	$	20,000	$	40
Additions		10,000		826
Cash Payments		(—)		(—)
Balance June 30, 2022	$	30,000	$	866	$	—	$	—
Additions		—		837		20,000		13
Cash Payments		(—)		(—)		(—)		(—)
Balance September 30, 2021	$	30,000	$	1,703	$	20,000	$	13

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THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2022

THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 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

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 it’s current cash resources may not be 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 it’s common stock in order to implement its business plan or merge with an operating company. The officers and directors have, in the past, 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, 2021 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 or nine-month periods ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ended December 31, 2022.

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RELATED PARTY TRANSACTIONS (Tables)

9 Months Ended

Sep. 30, 2022

RELATED PARTY TRANSACTIONS.

Schedule of related party transactions

During the nine months ended September 30, 2021, and September 30, 2022, the following amounts were payable under all loans:

	Note Payable to				Note Payable to
	Steven N. Bronson				Qualstar Corporation
	Principal		Interest		Principal		Interest
Balance January 1, 2021	$	251,161	$	87,624
Additions		5,000		5,657
Cash Payments		(—)		(—)
Conversion into Common Stock - March 26, 2021		(256,161)		(93,281)
Balance March 31, 2021	$	—	$	—
Additions		—		—
Cash Payments		(—)		(—)
Balance June 30, 2021	$	—	$	—
Additions		—		—
Cash Payments		(—)		(—)
Balance September 30, 2021	$	—	$	—
Balance January 1, 2022	$	—	$	—
Additions		20,000		40
Cash Payments		(—)		(—)
Balance March 31, 2022	$	20,000	$	40
Additions		10,000		826
Cash Payments		(—)		(—)
Balance June 30, 2022	$	30,000	$	866	$	—	$	—
Additions		—		837		20,000		13
Cash Payments		(—)		(—)		(—)		(—)
Balance September 30, 2021	$	30,000	$	1,703	$	20,000	$	13

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RELATED PARTY TRANSACTIONS (Details) - USD ($)		3 Months Ended
	Sep. 27, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021
Qualstar Note
Additions	$ 20,000
Management | Principal Amount | Qualstar Note
Additions		$ 20,000
Cash Payments		0
Balance		20,000
Management | Principal Amount | Mr.Bronson
Balance		30,000	$ 20,000			$ 0	$ 251,161
Additions			10,000	$ 20,000			5,000
Cash Payments		0	0	0	$ 0	0	0
Conversion into Common Stock - March 26, 2021							(256,161)
Balance		30,000	30,000	20,000			0
Management | Interest Accrued | Qualstar Note
Additions		13
Cash Payments		0
Balance		13
Management | Interest Accrued | Mr.Bronson
Balance		866	40			0	87,624
Additions		837	826	40			5,657
Cash Payments		0	0	0	$ 0	$ 0	0
Conversion into Common Stock - March 26, 2021							(93,281)
Balance		$ 1,703	$ 866	$ 40			$ 0

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RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)				9 Months Ended
	Sep. 27, 2022	Mar. 23, 2022	Mar. 26, 2021	Sep. 30, 2022	Apr. 30, 2021	Dec. 31, 2016
RELATED PARTY TRANSACTIONS
Debt instrument interest rate percentage						10.00%
2022 Bronson Note
RELATED PARTY TRANSACTIONS
Debt instrument interest rate percentage		8.00%
Principal amount		$ 200,000.00
Term (in days)		360 days
Qualstar Note
RELATED PARTY TRANSACTIONS
Debt instrument interest rate percentage	10.00%
Principal amount	$ 200,000
Term (in days)	360 days
Initial amount	$ 20,000
Mr.Bronson | Common Stock
RELATED PARTY TRANSACTIONS
Stock issued during period, shares, other			1,600,000
Share price			$ 0.25
Stock issued during period, value, other			$ 400,000
Cancellation of purchase price value of shares			349,442
Debt instrument, increase, accrued interest			$ 50,558
BKF Capital Group, Inc.
RELATED PARTY TRANSACTIONS
Operating lease, expense				$ 50
Accrued rent					$ 2,800
Payments made to related parties				0
BKF Capital Group, Inc. | Minimum
RELATED PARTY TRANSACTIONS
Operating lease, expense				$ 10