SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 16, 2003
Ridgefield Acquisition Corp.
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(Exact Name of Registrant as Specified in Charter)
Colorado 0-16335 84-0922701
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(State or other (Commission File No.) (I.R.S. Employer
Jurisdiction of Identification Number)
Incorporation)
10 South Street, Suite 202, Ridgefield, Connecticut 06877
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(Address of Principal Executive Offices)
(203) 894-9755
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(Registrant's Telephone Number, including area code)
Item 4. Changes in Registrant's Certifying Accountant.
(a) Previous independent accountants
(i) On October 16, 2003 the registrant dismissed Wheeler Wasoff, P.C.
as its independent accountants.
(ii) The reports of Wheeler Wasoff, P.C. on the financial statements
for the fiscal years ended December 31, 2001 and December 31, 2002
contained no adverse opinion or disclaimer of opinion and were not
modified as to audit scope or accounting principles. Such reports
contained an explanatory paragraph relating to the Uncertainty of the
registrant's ability to continue as a going concern.
(ii) The Board of Directors and the Audit Committee of the registrant,
participated in and approved the decision to change independent
accountants.
(iv) In connection with its audits for the two most recent fiscal
years and through October 16, 2003, there have been no disagreements
with Wheeler Wasoff, P.C. on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure, which disagreements if not resolved to the satisfaction of
Wheeler Wasoff, P.C. would have caused them to make a reference
thereto in their report on the financial statements for such periods.
(v) During the two most recent fiscal years and through October, 16,
2003, there have been no reportable events (as defined in Regulation
S-K Item 304(a)(1)(v)).
(vi) The registrant has requested that Wheeler Wasoff, P.C. furnish it
with a letter addressed to the Securities and Exchange Commission
stating whether or not it agrees with the above statement. A copy of
the letter Wheeler Wasoff, P.C. is attached hereto as Exhibit 16.1 to
this Form 8-K
(b) New independent accountants.
(i) The registrant engaged Kostin, Ruffkess & Company, LLC as its new
independent accountants, as of October 16, 2003. During the two most
recent fiscal years and through October 16, 2003 the registrant has
not consulted Kostin, Ruffkess & Company, LLC regarding the
application of accounting principles to a specified transaction,
either completed or proposed; or the type of audit opinion that might
be rendered on the financial statements of the registrant, and either
a written report was provided to the registrant or oral advice was
provided that Kostin, Ruffkess & Company, LLC concluded was an
important factor considered by the registrant in reaching a decision
as to the accounting, auditing, or financial reporting issue.
(iii) During the two most recent fiscal years and through October 16,
2003, the registrant has not consulted Kostin, Ruffkess & Company, LLC
regarding any matter that was either the subject of a disagreement, as
that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the
related instructions to Item 304 of Regulation S-K, or a reportable
event, as that term is defined in Item 304(a)(1)(iv) of Regulation
S-K.
(iii) the registrant has requested that Kostin, Ruffkess & Company,
LLC furnish it with a letter addressed to the Securities and Exchange
Commission stating whether or not it agrees with the above statement.
A copy of the letter from Kostin, Ruffkess & Company, LLC is attached
hereto as Exhibit 16.2 to this Form 8-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired
Not Applicable
(b) Pro Forma Financial Information
Not Applicable
(c) Exhibits.
The following Exhibits are hereby filed as part of this Current
Report on Form 8-K:
Exhibit Description
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16.1 Letter from Wheeler Wasoff, P.C.
16.2 Letter from Kostin, Ruffkess & Company, LLC
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Ridgefield Acquisition Corp. has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Ridgefield Acquisition Corp.
(Registrant)
By: /s/ STEVEN N. BRONSON
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Steven N. Bronson,
CEO and President
Dated: October 20, 2003
Exhibit Index
Exhibit Description
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16.1 Letter from Wheeler Wasoff, P.C.
16.2 Letter from Kostin, Ruffkess & Company, LLC