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 March 31, 2023

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.)

3827 S Carson St, Unit 505-25 PMB 1078, Carson City, NV 89701

(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 May 11, 2023, 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	7
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	11
ITEM 4.	Controls and Procedures	11
	PART II – OTHER INFORMATION
ITEM 6.	Exhibits	12
	SIGNATURES	13

i

PART I:      FINANCIAL INFORMATION

Item 1.         Financial Statements

RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY

Consolidated Balance Sheets

(unaudited)

	March 31,		December 31,
	2023		2022
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	3,084	$	21,200
TOTAL ASSETS	$	3,084	$	21,200
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	1,910	$	810
Related party note and interest payable		84,254		82,411
TOTAL LIABILITIES		86,164		83,221
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 on March 31, 2023 and December 31, 2022		2,861		2,861
Additional paid in capital		1,914,819		1,914,819
Accumulated deficit		(2,000,760)		(1,979,701)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)		(83,080)		(62,021)
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)	$	3,084	$	21,200

See accompanying notes to these unaudited consolidated financial statements.

1

RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY

Consolidated Statements of Operations

(unaudited)

	Three Months Ended
	March 31,
	2023		2022
OPERATING EXPENSES
General and administrative expenses	$	(18,116)	$	(13,878)
Total Operating Expenses		(18,116)		(13,878)
OPERATING LOSS		(18,116)		(13,878)
OTHER EXPENSE
Other expense		(1,100)		(900)
Interest expense		(1,843)		(40)
Total Other Expense		(2,943)		(940)
NET LOSS	$	(21,059)	$	(14,818)
NET LOSS PER COMMON SHARE
Basic and Dilutive	$	(0.01)	$	(0.01)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING -
Basic and Dilutive		2,860,773		2,860,773

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 Three months Ended March 31, 2023 and 2022

(unaudited)

				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)

				Additional
	Common Stock			Paid in		Accumulated
	Shares	Amount		Capital		Deficit		Totals
Balance, December 31, 2022	2,860,773	$	2,861	$	1,914,819	$	(1,979,701)	$	(62,021)
Net loss	—		—		—		(21,059)		(21,059)
Balance, March 31, 2023	2,860,773	$	2,861	$	1,914,819	$	(2,000,760)	$	(83,080)

See accompanying notes to these unaudited consolidated financial statements.

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RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY

Consolidated Statements of Cash Flows

(unaudited)

	Three months Ended
	March 31,
	2023		2022
OPERATING ACTIVITIES
Net loss	$	(21,059)	$	(14,818)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in assets and liabilities:
Increase in accounts payable and accrued expenses		1,100		11,028
Increase in accrued interest - related party		1,843		40
Net cash used in operating activities	$	(18,116)	$	(3,750)
FINANCING ACTIVITIES
Proceeds from related party note payable		—		20,000
Net cash provided by financing activities	$	—	$	20,000
NET INCREASE IN CASH AND CASH EQUIVALENTS		(18,116)		16,250
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		21,200		5,638
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	3,084	$	21,888
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.

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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 an accumulated deficit balance as of March 31, 2023 and net loss during the three months ended March 31, 2023. These conditions, among others, raise substantial doubt about the Company’s ability to continue operations as a going concern. The Company’s financial statements are prepared using U.S. GAAP applicable to a going concern for the next twelve months from the date of this filing, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it establishes a revenue stream and becomes profitable. The Company is continually analyzing its current costs and is attempting to make additional cost reductions where possible. We expect that we will continue to generate losses from operations throughout 2023.

In order to continue as a going concern and to develop a reliable source of revenues and achieve a profitable level of operations the Company will need, among other things, additional capital resources. Management’s plans to continue as a going concern include raising additional capital through borrowing and/or sales of equity and debt securities. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

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, 2022 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, 2023 are not necessarily indicative of the results that may be expected for the year ended December 31, 2023.

NOTE 2 – RELATED PARTY TRANSACTIONS

On March 23, 2022, the Company executed an unsecured Revolving Promissory Note (the “Shareholder Note”), in the principal amount of up to $200,000 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 Shareholder 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 Shareholder Note may be prepaid by the Company at any time without penalty.

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On September 27, 2022, the Company executed an unsecured 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, and an additional $30,000 on December 1, 2022.

During the three months ended March 31, 2022 and March 31, 2023 the following amounts were payable under all loans:

	Note Payable to				Note Payable to
	Steven N. Bronson				Qualstar Corporation
	Principal		Interest		Principal		Interest
Balance December 31, 2021	$	—	$	—		—		—
Additions		20,000		40		—		—
Cash Payments		(—)		(—)		—		—
Balance March 31, 2022	$	20,000	$	40		—		—
Balance December 31, 2022	$	30,000	$	1,782	$	50,000	$	629
Additions		—		669		—		1,174
Cash Payments		(—)		(—)		(—)		(—)
Balance March 31, 2023	$	30,000	$	2,451	$	50,000	$	1,803

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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 Exchange Act. The Company is a “shell company” as defined in Rule 12b-2 of the Exchange Act. Accordingly, during the three months ended March 31, 2023 and 2022 we earned no revenues.

Our principal executive office is located at 3827 S Carson St, Unit 505-25 PMB 1078, Carson City, NV 89701 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.

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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. In seeking to arrange a merger, acquisition, business combination or other arrangement, our objective will be to obtain long-term capital appreciation for the Company’s shareholders. While we have identified various operating entities, none have risen to the level of being a viable entity for a merger, acquisition, business combination or other arrangement. 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.

The selection of a business opportunity is a complex process and involves 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 many 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.

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, 2022. There have been no material changes in these critical accounting policies since December 31, 2022.

Results of Operations

Revenues

During the three months ended March 31, 2023 and the three months ended March 31, 2022, the Company earned no revenues from operations. Overall, the Company incurred a net loss of $21,059 during the three months ended March 31, 2023 as compared to a net loss of $14,818 during the three months ended March 31, 2022.

Because the Company’s operations are primarily administrative, the increase in net loss relates to an increase in general and administrative (G&A) expenses during the quarter and additional interest expense.

General and Administrative Expenses

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

8

During the three months ended March 31, 2023, the Company incurred G&A expenses of $18,116, an increase of $4,238 compared to G&A expenses of $13,878 during the three months ended March 31, 2022. The increase is largely attributable to professional fees related to compliance and expenses of maintaining our status as a public company. During the 2023 period we saw an increase in compliance costs related to filing SEC reports, as well as other related costs such as legal and audit fees. The lower amount in the 2022 period is largely due to timing of services provided.

Other Expense

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

Other expense increased to $2,943 during the three months ended March 31, 2023, as compared to $940 during the three months ended March 31, 2022. Most of the increase relates to additional interest expense. The Company incurred net interest expense of $1,843 during the three months ended March 31, 2023 compared to only $40 during the three months ended March 31, 2022, primarily as a result of new borrowings. The remaining increase relates to state license fees.

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 March 31, 2023. Cash requirements for working capital and capital expenditures have been funded from cash balances on hand and loans from related parties.

As of March 31, 2023, we had cash and cash equivalents of $3,084 and working capital of $1,174, excluding the related party debt. With the related party debt, we had a working capital deficit of ($83,080).

On March 23, 2022, the Company executed an unsecured Revolving Promissory Note (the “Shareholder Note”), in the principal amount of up to $200,000 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 initial borrowing on March 23, 2022 was $20,000, followed by an additional $10,000 on June 1, 2022. The Shareholder 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 Shareholder Note may be prepaid by the Company at any time without penalty.

On September 27, 2022, the “Company executed an unsecured 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, and an additional $30,000 on December 1, 2022.

9

During the three months ended March 31, 2022 and March 31, 2023 the following amounts were payable under all loans:

	Note Payable to				Note Payable to
	Steven N. Bronson				Qualstar Corporation
	Principal		Interest		Principal		Interest
Balance December 31, 2021	$	—	$	—		—		—
Additions		20,000		40		—		—
Cash Payments		(—)		(—)		—		—
Balance March 31, 2022	$	20,000	$	40		—		—
Balance December 31, 2022	$	30,000	$	1,782	$	50,000	$	629
Additions		—		669		—		1,174
Cash Payments		(—)		(—)		(—)		(—)
Balance March 31, 2023	$	30,000	$	2,451	$	50,000	$	1,803

While the cash received from the Shareholder Loan and the Qualstar Loan 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; COVID-19

Many leading economists predict high rates of inflation will continue through 2023 and potentially beyond. Inflation generally interferes with the provision of investment capital, and a prolonged period of high inflation may impact our ability to carry out our acquisition strategy. On the other hand, if business conditions deteriorate, it may be easier for us to identify an acquisition candidate.

The outbreak of the novel coronavirus (which causes the disease now known as COVID-19) was first identified in December 2019 in Wuhan, China, and together with its numerous variants has since spread rapidly across the world. The COVID-19 pandemic has caused, and is expected to continue to cause, directly and indirectly, a global slowdown in economic activity, a decrease in consumer and industrial demand for a broad variety of goods and services, disruptions in global supply chains, and significant volatility and disruption of financial markets. Further, the pandemic’s ultimate impact depends in part on many factors not within our control and which may vary by region (heightening the uncertainty as to the ultimate impact COVID-19 may have), including, without limitation: restrictive governmental and business actions that have been and continue to be taken in response (including lock-downs, travel restrictions, work from home requirements, and other workforce limitations); economic stimulus, funding and relief programs and other governmental economic responses; the effectiveness of governmental actions; economic uncertainty in key global markets and financial market volatility; levels of economic contraction or growth; the impact of the pandemic on health and safety; the pace of recovery if and when the pandemic subsides; and how significantly the number of cases increases as economies begin to open and restrictive governmental and business actions are relaxed.

Because the severity, magnitude and duration of the pandemic and its economic consequences are uncertain, vary by region, and are rapidly changing and difficult to predict, its full impact on our ability to successfully execute our acquisition objectives, including the extent to which new opportunities are presented to us, remains uncertain and difficult to predict.

The Russian invasion of Ukraine and the resulting economic sanctions imposed by the United States and other countries, along with certain international organizations, have significantly impacted the global economy, including by exacerbating inflationary pressures created by COVID-related supply chain disruptions, and given rise to potential global security issues that have adversely affected and may continue to adversely affect international business and economic conditions. The ongoing effects of the hostilities and sanctions are no longer limited to Russia and Russian companies and have spilled over to and negatively impacted other regional and global economic markets.

10

The conflict has resulted in rising energy prices and an even more constrained supply chain, and thus exacerbated the inflationary global economic environment, with cost increases affecting labor, fuel, materials, food and services. At this time, the ultimate extent and duration of the military action, resulting sanctions and future economic and market disruptions, and resulting effects on the Company, and our acquisition strategy, are impossible to predict.

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 Exchange Act, as amended, 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, 2023, 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, 2023, 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 months ended March 31, 2023 that materially affected, or is reasonable likely to materially affect, our internal control over financial reporting.

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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 March 23, 2022, between the Company and Steven N. Bronson, incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10 Q for the period ended March 31, 2022.
10.2	Revolving Promissory Note, dated as of September 27, 2022, between the Company and Qualstar Corporation, incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10 Q for the period ended September 30, 2022.
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.

12

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 11, 2023

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

13

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 11, 2023	/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, 2023, 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 11, 2023	/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, 2023	May 11, 2023
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2023
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	3827 S Carson St, Unit 505-25
Entity Address, Address Line Two	PMB 1078,
Entity Address, City or Town	Carson City
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89701
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
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Entity Central Index Key	0000812152
Amendment Flag	false
Entity Common Stock, Shares Outstanding		2,860,773

XML

Consolidated Balance Sheets - USD ($)	Mar. 31, 2023	Dec. 31, 2022
CURRENT ASSETS
Cash and cash equivalents	$ 3,084	$ 21,200
TOTAL ASSETS	3,084	21,200
CURRENT LIABILITIES
Accounts payable and accrued expenses	1,910	810
Related party note and interest payable	84,254	82,411
TOTAL LIABILITIES	86,164	83,221
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 on March 31, 2023 and December 31, 2022	2,861	2,861
Additional paid in capital	1,914,819	1,914,819
Accumulated deficit	(2,000,760)	(1,979,701)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)	(83,080)	(62,021)
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)	$ 3,084	$ 21,200

XML

Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
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
	Mar. 31, 2023	Mar. 31, 2022
OPERATING EXPENSES
General and administrative expenses	$ (18,116)	$ (13,878)
Total Operating Expenses	(18,116)	(13,878)
OPERATING LOSS	(18,116)	(13,878)
OTHER EXPENSE
Other expense	(1,100)	(900)
Interest expense	(1,843)	(40)
Total Other Expense	(2,943)	(940)
NET LOSS	$ (21,059)	$ (14,818)
NET LOSS PER COMMON SHARE
Basic	$ (0.01)	$ (0.01)
Dilutive	$ (0.01)	$ (0.01)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING -
Basic	2,860,773	2,860,773
Dilutive	2,860,773	2,860,773

XML

Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($)	Common Stock	Additional Paid in Capital	Accumulated Deficit	Total
Balance beginning at Dec. 31, 2021	$ 2,861	$ 1,914,819	$ (1,915,802)	$ 1,878
Balance beginning (in shares) at Dec. 31, 2021	2,860,773
Net loss			(14,818)	(14,818)
Balance ending at Mar. 31, 2022	$ 2,861	1,914,819	(1,930,620)	(12,940)
Balance ending (in shares) at Mar. 31, 2022	2,860,773
Balance beginning at Dec. 31, 2022	$ 2,861	1,914,819	(1,979,701)	(62,021)
Balance beginning (in shares) at Dec. 31, 2022	2,860,773
Net loss			(21,059)	(21,059)
Balance ending at Mar. 31, 2023	$ 2,861	$ 1,914,819	$ (2,000,760)	$ (83,080)
Balance ending (in shares) at Mar. 31, 2023	2,860,773

XML

Consolidated Statements of Cash Flows - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
OPERATING ACTIVITIES
Net loss	$ (21,059)	$ (14,818)
Changes in assets and liabilities:
Increase in accounts payable and accrued expenses	1,100	11,028
Increase in accrued interest - related party	1,843	40
Net cash used in operating activities	(18,116)	(3,750)
FINANCING ACTIVITIES
Proceeds from related party note payable		20,000
Net cash provided by financing activities		20,000
NET INCREASE IN CASH AND CASH EQUIVALENTS	(18,116)	16,250
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	21,200	5,638
CASH AND CASH EQUIVALENTS, END OF PERIOD	$ 3,084	$ 21,888

XML

THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2023

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 an accumulated deficit balance as of March 31, 2023 and net loss during the three months ended March 31, 2023. These conditions, among others, raise substantial doubt about the Company’s ability to continue operations as a going concern. The Company’s financial statements are prepared using U.S. GAAP applicable to a going concern for the next twelve months from the date of this filing, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it establishes a revenue stream and becomes profitable. The Company is continually analyzing its current costs and is attempting to make additional cost reductions where possible. We expect that we will continue to generate losses from operations throughout 2023.

In order to continue as a going concern and to develop a reliable source of revenues and achieve a profitable level of operations the Company will need, among other things, additional capital resources. Management’s plans to continue as a going concern include raising additional capital through borrowing and/or sales of equity and debt securities. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

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, 2022 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, 2023 are not necessarily indicative of the results that may be expected for the year ended December 31, 2023.

XML

RELATED PARTY TRANSACTIONS

3 Months Ended

Mar. 31, 2023

RELATED PARTY TRANSACTIONS.

RELATED PARTY TRANSACTIONS

NOTE 2 – RELATED PARTY TRANSACTIONS

On March 23, 2022, the Company executed an unsecured Revolving Promissory Note (the “Shareholder Note”), in the principal amount of up to $200,000 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 Shareholder 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 Shareholder Note may be prepaid by the Company at any time without penalty.

On September 27, 2022, the Company executed an unsecured 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, and an additional $30,000 on December 1, 2022.

During the three months ended March 31, 2022 and March 31, 2023 the following amounts were payable under all loans:

	Note Payable to				Note Payable to
	Steven N. Bronson				Qualstar Corporation
	Principal		Interest		Principal		Interest
Balance December 31, 2021	$	—	$	—		—		—
Additions		20,000		40		—		—
Cash Payments		(—)		(—)		—		—
Balance March 31, 2022	$	20,000	$	40		—		—
Balance December 31, 2022	$	30,000	$	1,782	$	50,000	$	629
Additions		—		669		—		1,174
Cash Payments		(—)		(—)		(—)		(—)
Balance March 31, 2023	$	30,000	$	2,451	$	50,000	$	1,803

XML

THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2023

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 an accumulated deficit balance as of March 31, 2023 and net loss during the three months ended March 31, 2023. These conditions, among others, raise substantial doubt about the Company’s ability to continue operations as a going concern. The Company’s financial statements are prepared using U.S. GAAP applicable to a going concern for the next twelve months from the date of this filing, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it establishes a revenue stream and becomes profitable. The Company is continually analyzing its current costs and is attempting to make additional cost reductions where possible. We expect that we will continue to generate losses from operations throughout 2023.

In order to continue as a going concern and to develop a reliable source of revenues and achieve a profitable level of operations the Company will need, among other things, additional capital resources. Management’s plans to continue as a going concern include raising additional capital through borrowing and/or sales of equity and debt securities. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

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, 2022 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, 2023 are not necessarily indicative of the results that may be expected for the year ended December 31, 2023.

XML

RELATED PARTY TRANSACTIONS (Tables)

3 Months Ended

Mar. 31, 2023

RELATED PARTY TRANSACTIONS.

Schedule of related party transactions

During the three months ended March 31, 2022 and March 31, 2023 the following amounts were payable under all loans:

	Note Payable to				Note Payable to
	Steven N. Bronson				Qualstar Corporation
	Principal		Interest		Principal		Interest
Balance December 31, 2021	$	—	$	—		—		—
Additions		20,000		40		—		—
Cash Payments		(—)		(—)		—		—
Balance March 31, 2022	$	20,000	$	40		—		—
Balance December 31, 2022	$	30,000	$	1,782	$	50,000	$	629
Additions		—		669		—		1,174
Cash Payments		(—)		(—)		(—)		(—)
Balance March 31, 2023	$	30,000	$	2,451	$	50,000	$	1,803

XML

THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	3 Months Ended
	Mar. 31, 2023 USD ($)
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Revenue	$ 0

XML

RELATED PARTY TRANSACTIONS (Details) - USD ($)			3 Months Ended
	Dec. 01, 2022	Sep. 27, 2022	Mar. 31, 2023	Mar. 31, 2022
Qualstar Note
RELATED PARTY TRANSACTIONS
Additions	$ 30,000	$ 20,000
Management | Principal Amount | Qualstar Note
RELATED PARTY TRANSACTIONS
Balance beginning			$ 50,000
Cash Payments			0
Balance ending			50,000
Management | Principal Amount | Mr.Bronson
RELATED PARTY TRANSACTIONS
Balance beginning			30,000
Additions				$ 20,000
Cash Payments			0	0
Balance ending			30,000	20,000
Management | Interest Accrued | Qualstar Note
RELATED PARTY TRANSACTIONS
Balance beginning			629
Additions			1,174
Cash Payments			0
Balance ending			1,803
Management | Interest Accrued | Mr.Bronson
RELATED PARTY TRANSACTIONS
Balance beginning			1,782
Additions			669	40
Cash Payments			0	0
Balance ending			$ 2,451	$ 40

XML

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)	Dec. 01, 2022	Sep. 27, 2022	Mar. 23, 2022
2022 Bronson Note
RELATED PARTY TRANSACTIONS
Debt instrument interest rate percentage			8.00%
Principal amount			$ 200,000
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	$ 30,000	$ 20,000