SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the quarter ended September 30, 2004.
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from to
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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)
100 Mill Plain Road, Danbury, Connecticut 06811
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(Address of Principal Executive Offices)
(203) 791-3871
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(Registrant's Telephone Number, including area code)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No
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As of November 10, 2004, the Registrant had outstanding 813,028 shares of common
stock, par value $.10
Transitional Small Business Disclosure Format (check one):
Yes No X
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RIDGEFIELD ACQUISITION CORP.
(A Development Stage Company)
FORM 10-QSB
Page
PART I - FINANCIAL INFORMATION 3
Item 1. Financial Statements 3
Consolidated Balance Sheets as of September 30, 2004 (unaudited)
and December 31, 2003 (audited) 3
Consolidated Statements of Operations and Comprehensive Income (Loss)
for the Nine Months Ended September 30, 2004 and 2003,
Cumulative Amounts from January 1, 2000 through
September 30, 2004 (unaudited) 4
Consolidated Statements of Operations and Comprehensive Income (Loss)
for the Three Months Ended September 30, 2004 and 2003
(unaudited) 5
Consolidated Statements of Cash Flows for the Nine Months Ended
September 30, 2004 and 2003, Cumulative Amounts from
January 1, 2000 through September 30, 2004 (unaudited) 6
Notes to Consolidated Financial Statements 7
Item 2. Management Discussion and Analysis and Plan of Operations 9
Item 3. Controls and Procedures 13
PART II - OTHER INFORMATION 14
Item 1. Legal Proceedings 14
Item 6. Exhibits and Reports on Form 8-K 14
SIGNATURES 15
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
September 30, December 31,
2004 2003
(Unaudited) (Audited)
ASSETS
CURRENT ASSETS
Cash $ 187,027 $ 246,418
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Total Current Assets 187,027 246,418
Investments 104,100 49,580
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Total Assets $ 291,127 $ 295,998
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 94,200 $ 61,197
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Total Current Liabilities 94,200 61,197
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STOCKHOLDERS' EQUITY
Preferred Stock, $.10 par value; authorized - 1,000,000 shares
Issued - none
Common Stock, $.10 par value; authorized - 5,000,000 shares
Issued and outstanding - 813,028 shares 81,303 81,303
Capital in excess of par value 1,595,509 1,595,509
Accumulated (deficit) (947,820) (947,820)
(Deficit) accumulated during the development stage (536,579) (492,096)
Accumulated other comprehensive income (loss) 4,514 (2,095)
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Total Equity 196,927 234,801
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Total Liabilities and Stockholders' Equity $ 291,127 $ 295,998
=========== ===========
See accompanying notes to consolidated financial statements.
3
RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
Cumulative
Nine Months Ended Amounts from
September 30, January 1, 2000 to
September 30,
2004 2003 2004
REVENUES
Interest income $ 625 $ 2,791 $ 25,300
Realized gain on investments 11,454 -- 11,206
--------- --------- ---------
Total Income 12,079 2,791 36,506
OPERATING EXPENSES
General and administrative 56,562 61,958 423,736
Employee stock options -- -- 130,625
Patent write-off -- -- 18,724
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Total Operating Expenses 56,562 61,958 573,085
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Net Operating Loss $ (44,483) $ (59,167) $ (536,579)
========= ========= =========
OTHER COMPREHENSIVE INCOME (LOSS)
Unrealized losses arising
during the year (6,954) -- (9,297)
Reclassification adjustments 13,563 -- 13,811
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Comprehensive Income 6,609 -- 4,514
--------- --------- ---------
Net Comprehensive Loss $ (37,874) $ (59,167) $(532,065)
========= ========= =========
NET LOSS PER COMMON SHARE
Basic $ (0.05) $ (0.07) $ (0.69)
========= ========= =========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING -
Basic 813,028 813,028 774,616
========= ========= =========
See accompanying notes to consolidated financial statements.
4
RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
Three Months Ended
September 30,
2004 2003
REVENUES
Interest income $ 295 $ 766
Realized gain on investment 9,725 --
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Total Income 10,020 766
OPERATING EXPENSES
General and administrative 17,018 16,619
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Net Operating Loss $ ( 6,998) $ (15,853)
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OTHER COMPREHENSIVE INCOME (LOSS)
Unrealized losses arising
during the year 4,514 --
Reclassification adjustments 3,309 --
--------- ---------
Comprehensive Income 7,823 --
--------- ---------
Net Comprehensive Income (Loss) $ 825 $ (15,853)
========= =========
NET LOSS PER COMMON SHARE
Basic $ (0.01) $ (0.02)
========= =========
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING
Basic 813,028 813,028
========= =========
See accompanying notes to consolidated financial statements
5
RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Cumulative
Nine Months Ended Amounts from
September 30, January 1, 2000 to
September 30,
2004 2003 2004
CASH FLOWS FROM OPERATING ACTIVITES
Net loss $ (44,483) $ (59,167) $(536,579)
Adjustment to reconcile net loss to net cash
used in operating activities
Stock issuance for salary -- -- 96,000
Stock issued for professional services -- -- 18,200
Stock options compensation -- -- 130,625
Write-off of patent -- -- 248
Realized gain on investments (11,454) -- 7,270
Changes in assets and liabilities
Increase in prepaid expenses -- (1,120) --
Decrease in note and interest receivable -- -- 50,000
Increase in accounts payable and
accrued expenses 33,004 20,572 78,808
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Net Cash Used in Operating Activities (22,933) (39,715) (155,428)
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CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of investments (203,467) -- (315,422)
Proceeds from sale of investments 167,009 -- 227,041
--------- --------- ---------
Net Cash Used in Investing Activities (36,458) -- (88,381)
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CASH FLOWS FROM FINANCING ACTIVITIES
Exercise of common stock warrants -- -- 5,625
--------- --------- ---------
Net Cash Provided by Financing Activities -- -- 5,625
--------- --------- ---------
NET DECREASE IN CASH (59,391) (39,715) (238,184)
CASH, BEGINNING OF PERIODS 246,418 346,165 425,211
--------- --------- ---------
CASH, END OF PERIODS $ 187,027 $ 306,450 $ 187,027
========= ========= =========
See accompanying notes to consolidated financial statements.
6
RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The unaudited financial statements included herein were prepared from
the records of the Company in accordance with accounting principles generally
accepted in the United States of America and reflect all adjustments which are,
in the opinion of management, necessary to provide a fair statement of the
results of operations and financial position for the interim periods. Such
financial statements generally conform to the presentation reflected in the
Company's Form 10-KSB filed with the Securities and Exchange Commission for the
year ended December 31, 2003. The current interim period reported herein should
be read in conjunction with the Company's Form 10-KSB subject to independent
audit at the end of the year.
The results of operations for the nine months ended September 30, 2004
are not necessarily indicative of the results that may be expected for the year
ending December 31, 2004.
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION
Ridgefield Acquisition Corp. (formerly Bio-Medical Automation, Inc.) (the
"Company") was incorporated under the laws of the State of Colorado on October
13, 1983. The Company had been engaged in the design, manufacture and marketing
of robotic workstations for the electronics industry, including routing and
depaneling workstations predominately to entities in North America and the
Pacific Rim. In November 1998 the Company entered into an Asset Purchase
Agreement (the "JOT Agreement") with JOT Automation, Inc. (JOT) a wholly owned
Texas subsidiary of JOT Automation Group OYJ, a Finnish corporation. Pursuant to
the agreement, the Company sold JOT all of its assets relating to its depaneling
and routing business in exchange for $920,000 and the assumption of the
operating liabilities related to the Company's business assets. The sale was
completed on March 9, 1999.
Subsequent to the sale to JOT, the Company's sole continuing operation was the
continuation of research and development activities on a prototype micro-robotic
device to manipulate organ tissues on an extremely small scale. The Company had
filed for a patent application for the device. As of December 31, 1999, the
Company's research and development activities for the device were suspended,
pending assessment of the economic benefit of continuing research and
development activities or sale of the patent, as well as assessment of other
corporate opportunities. In June 2000, the Company determined not to pursue
further development or sale of the proto-type device and has written-off the
associated patent costs.
On January 14, 2003, in connection with its reinstatement as an active
corporation in the State of Colorado, the Company changed its name from
Bio-Medical Automation, Inc. to Ridgefield Acquisition Corp. On February 27,
2003, the Board of Directors of the Company authorized the formation of a Nevada
corporation named Bio-Medical Automation, Inc. and authorized the management of
the Company to transfer the Company's right title and interest in its patent to
Bio-Medical Automation, Inc. On March 3, 2003, the Company filed Articles of
Incorporation with the Secretary of State of the State of Nevada to form
Bio-Medical Automation, Inc., a Nevada corporation wholly owned by the Company.
7
Commencing January 1, 2000, the Company is considered a development stage
company as defined by Statement of Financial Accounting Standards (SFAS) No.7,
as it has no principal operations or revenue from any source.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements of Ridgefield Acquisition Corp. include
the accounts of Bio-Medical Automation, Inc., it's wholly owned subsidiary. All
inter-company transactions have been eliminated in consolidation.
The accompanying financial statements as of September 30, 2004 and for the nine
months then ended include the accounts of the Company and its wholly owned
subsidiary. All inter-company accounts and transactions have been eliminated in
consolidation.
The Company has accumulated a deficit since reentering the development stage, on
January 1, 2000, of $536,579 through September 30, 2004. In 1999, the Company
sold all of its assets relating to its historical line of business and in 2000
abandoned its research and development efforts on a micro-robotic device. As of
March 31, 2004, the Company has no principal operations or revenue producing
activities. The Company is now pursuing an acquisition strategy whereby it is
seeking to arrange for a merger, acquisition or other business combination with
a viable operating entity.
NOTE 2 - RELATED PARTY TRANSACTIONS
On March 25, 2004, the Board of Directors renewed the President's employment
agreement through March 2005 with an annual salary of $48,000.
For the period February 1, 2001 through January 5, 2004, the Company used a
portion of the premises located at 10 South Street, Suite 202, Ridgefield,
Connecticut 06877, occupied by Catalyst Financial LLC, a full service brokerage,
investment banking and consulting firm, as its principal office. Steven N.
Bronson, the President of the Company, is the principal and owner of Catalyst
Financial LLC. The Company did not pay any rent to Catalyst Financial LLC for
the use of the offices located at 10 South Street, Suite 202, Ridgefield,
Connecticut 06877. Since January 5, 2004, for its principal office the Company
is using a portion of the premises occupied by Catalyst Financial LLC, located
at 100 Mill Plain Road, Danbury, Connecticut 06811. Catalyst Financial LLC has
agreed to waive the payment of any rent by the Company for use of the offices.
The Company has not paid any rent for its principal office for the quarter and
nine months ended September 30, 2004 and the years ended December 31, 2003 and
2002.
8
Item 2. Management Discussion and Analysis and Plan of Operations
The following discussion and analysis provides information which the
Company's management believes to be relevant to an assessment and understanding
of the Company's results of operations and financial condition. This discussion
should be read together with the Company's financial statements and the notes to
financial statements, which are included in this report, as well as the
Company's Annual Report on Form 10-KSB for the year ended December 31, 2003.
Ridgefield Acquisition Corp. ("RAC" or the "Company") was incorporated
as a Colorado corporation on October 13, 1983 under the name OZO Diversified
Automation, Inc. In March 1999, in connection with the sale of substantially all
of the Company's assets the Company changed its name to Bio-Medical Automation,
Inc. On April 1, 2002, the Company was administratively dissolved by the
Colorado Secretary of State for failing to timely file its bi-annual
registration with the Colorado Secretary of State. On January 14, 2003 the
Company filed an Application for Reinstatement pursuant to Section 7-114-203 of
the Colorado Revised Statutes. In connection with the reinstatement, and in
accordance with Colorado corporate law, the Company changed its name from
Bio-Medical Automation, Inc. to Ridgefield Acquisition Corp. The reinstatement
and name change became effective on January 14, 2003 when the Application for
Reinstatement was filed with the Colorado Secretary of State. Neither the
administrative dissolution nor reinstatement and name change has had or will
have any material effect on the holders of the securities of the Company.
On March 9, 1999, the Company completed the sale of substantially all
of its assets to JOT Automation, Inc. (the "JOT Transaction"). As a result of
the JOT Transaction, the Company's historical business, the depaneling and
routing business, is considered to be a "discontinued operation" and,
consequently, provides no benefit to persons seeking to understand the Company's
financial condition or results of operations.
Following the JOT Transaction the Company devoted its efforts to the
development of a prototype micro-robotic device (the "micro-robotic device") to
manipulate organic tissues on an extremely small scale. Due to the inability to
complete the micro-robotic device, the Company determined that it would cease
the development of the micro-robotic device and, as of June 30, 2000, the
capitalized costs related to the patent underlying the micro-robotic device have
been written off by the Company. The Company has never derived any revenues from
the micro-robotic device.
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. Accordingly, during
the period from January 1, 2004 through September 30, 2004 and the years ended
December 31, 2003, 2002 and 2001, the Company has earned no revenues other than
interest income and realized gains from investments.
9
Acquisition Strategy
--------------------
The Company is primarily engaged in seeking to arrange for a merger,
acquisition, business combination or other arrangement by and between the
Company and a viable operating entity. The Company has not identified a viable
operating entity for a merger, acquisition, business combination or other
arrangement, and there can be no assurance that the Company will ever
successfully arrange for a merger, acquisition, business combination or other
arrangement by and between the Company and a viable operating entity.
The Company anticipates that the selection of a business opportunity
will be a complex process and will involve a number of risks, because
potentially available business opportunities may occur in many different
industries and may be in various stages of development. Due in part to depressed
economic conditions in a number of geographic areas, rapid technological
advances being made in some industries and shortages of available capital,
management believes that there are numerous firms seeking either the limited
additional capital which the Company will have or the benefits of a publicly
traded corporation, or both. The perceived benefits of a publicly traded
corporation may include facilitating or improving the terms upon which
additional equity financing may be sought, providing liquidity for principal
shareholders, creating a means for providing incentive stock options or similar
benefits to key employees, providing liquidity for all shareholders and other
factors.
In some cases, management of the Company will have the authority to
effect acquisitions without submitting the proposal to the shareholders for
their consideration. In some instances, however, the proposed participation in a
business opportunity may be submitted to the shareholders for their
consideration, either voluntarily by the Board of Directors to seek the
shareholders' advice and consent, or because of a requirement of state law to do
so.
In seeking to arrange a merger, acquisition, business combination or
other arrangement by and between the Company and a viable operating entity,
management's objective will be to obtain long-term capital appreciation for the
Company's shareholders. There can be no assurance that the Company will be able
to complete any merger, acquisition, business combination or other arrangement
by and between the Company and a viable operating entity.
The Company may need additional funds in order to effectuate a merger,
acquisition or other arrangement by and between the Company and a viable
operating entity, although there is no assurance that the Company will be able
to obtain such additional funds, if needed. Even if the Company is able to
obtain additional funds there is no assurance that the Company will be able to
effectuate a merger, acquisition or other arrangement by and between the Company
and a viable operating entity.
10
The Company's U.S. Patent
--------------------------
Following the sale of substantially all of the Company's assets in
1999, the Company devoted its efforts to the development of a prototype
micro-robotic device (the "micro-robotic device") to manipulate organic tissues
on an extremely small scale for micro dissection. The Company filed a patent
application in February 1998, to protect certain features of the system and
method of the micro-robotic device. However, due to the inability of the Company
to complete the micro-robotic device, the Company determined that it would cease
development of the micro-robotic device and, as of June 30, 2000, the
capitalized costs related to the patent underlying the micro-robotic device have
been written off by the Company.
On March 19, 2002, the Company was awarded United States Patent No. US
6,358,749 B1 for the "Automated System for Chromosome Micro dissection and
Method of Using Same" (the "Patent").
The Patent covers an automated system and method for micro dissection
of samples such as chromosomes or other biological material, and in particular,
it relates to a robotic assisted micro dissection system and method that
significantly reduces the time and skill needed for cellular and sub-cellular
dissections. Micro dissection is defined as dissection under the microscope;
specifically: dissection of cells and tissues by means of fine needles that are
precisely manipulated by levers. The system and method covered by the Patent
attempts to provide reliability and ease of operation thereby making micro
dissection widely available to laboratories. While the Company has never derived
any revenues from the micro-robotic device, the Company plans to attempt to
license or sell the technology covered by the Patent. There can be no assurances
that the Company will be able to successfully market the technology covered by
the Patent or that the Company will ever derive any revenues from the Patent or
the technology covered by the Patent.
During the first quarter of 2003, the Board of Directors of the Company
authorized the formation of a wholly owned subsidiary of the Company for the
purposes of owning, developing and exploiting the Patent. On March 3, 2003, the
Company filed Articles of Incorporation with the Secretary of State of the State
of Nevada to form Bio-Medical Automation, Inc., a Nevada corporation wholly
owned by the Company (the "Subsidiary"). A copy of the Articles of Incorporation
of Bio-Medical Automation, Inc. a Nevada corporation are attached as an Exhibit
to the Company's Current Report on Form 8-K filed on March 7, 2003 which is
incorporated herein by reference. The Board of Directors of the Company has
authorized management of the Company to transfer the Patent to the Subsidiary in
exchange for 5,000,000 shares of the common stock of the Subsidiary. The
transfer of the Patent to the Subsidiary became effective in the quarter ended
June 30, 2003. The Company plans to develop and exploit the Patent through the
Subsidiary. There can be no assurances that the Subsidiary will successfully
develop and/or exploit the technology covered by the Patent.
Investment Strategy
-------------------
On August 25, 2003, the Board of Directors of the Company authorized
the Company to invest a portion of the Company's cash in marketable securities
in an effort to realize a greater rate of return than the Company is currently
earning in light of historically low interest rates. The Board directed that
management maintain at least $40,000 of the Company's cash in a federally
insured bank or money market account.
11
In furtherance of the Company's investment strategy the Company opened
a brokerage account with Catalyst Financial LLC ("Catalyst"), a broker-dealer
registered with the U.S. Securities and Exchange Commission and a member in good
standing with the National Association of Securities Dealers, Inc. Catalyst is
owned and controlled by Steven N. Bronson, the Company's President. Catalyst has
agreed to charge the Company commissions of no more that $.02 per share with a
minimum of $75 per trade on securities transactions. The Board approved the
commission structure to be charged by Catalyst. Mr. Bronson abstained from
voting on all Board resolutions concerning the Company's investment strategy and
the Company's arrangements with Catalyst.
On October 14, 2003, the Company deposited $250,000 in a brokerage
account with Catalyst. As of September 30, 2004, the Company owned securities
valued at $104,100. Such securities had a realized gain of $9,725 for the
quarter ended September 30,2004. The Company's investment in securities is
subject to all of the risks associated with equity investing, including a loss
of monies invested. There can be no assurance that the Company will be able to
obtain a profitable return on its investments.
Results Of Operations
For the three-month periods ended September 30, 2004 and 2003, the Company
had revenue of $10,020 and $766, respectively. Operating expenses for the three
month periods ended September 30, 2004 and 2003 were $17,018 and $16,619,
respectively. For the three-month periods ended September 30, 2004 and 2003, the
Company had net operating losses of $6,998 and $15,853, respectively.
For the nine-month periods ended September 30, 2004 and 2003, the Company
had revenue of $12,079 and $2,791, respectively. Operating expenses for the nine
month periods ended September 30, 2004 and 2003 were $56,562 and $61,958,
respectively. For the nine-month periods ended September 30, 2004 and 2003, the
Company had net operating losses of $44,483 and $59,167, respectively.
Liquidity and Capital Resources
During the three month period ended September 30, 2004, the Company
satisfied its working capital needs from cash on hand at the beginning of the
period, cash generated from operations and interest income. As of September 30,
2004, the Company had cash on hand in the amount of $187,027. The Company may
need additional funds in order to effectuate its business strategy. There is no
assurance that the Company will be able to obtain such additional funds, when
needed. Even if the Company is able to obtain additional funds there is no
assurance that the Company will be able to effectuate its plan of operations.
The Company's future financial condition will be subject to: (1) its
ability to arrange for a merger, acquisition or a business combination with an
operating business on favorable terms that will result in profitability, or (2)
its ability to successfully develop and exploit the Patent. There can be no
assurance that the Company will be able to do so or, if it is able to do so,
that the transaction will be on favorable terms not resulting in an unreasonable
amount of dilution to the Company's existing shareholders.
The Company may need additional funds in order to effectuate a merger,
acquisition or other arrangement by and between the Company and a viable
operating entity, although there is no assurance that the Company will be able
to obtain such additional funds, if needed. Even if the Company is able to
obtain additional funds there is no assurance that the Company will be able to
effectuate a merger, acquisition or other arrangement by and between the Company
and a viable operating entity.
12
The Company may need additional funds in order to develop and
commercially exploit the Patent, although there is no assurance that the Company
will be able to obtain such additional funds, if needed. Even if the Company is
able to obtain additional funds there is no assurance that the Company will be
able to develop and commercially exploit the Patent.
Except for historical information contained herein, the statements in
this report are forward-looking statements that are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995. You
can identify these forward-looking statements when you see words such as
"expect," "anticipate," "estimate," "may," "believe," and other similar
expressions. These statements are not guarantees of future performance and are
subject to certain risks, uncertainties and assumptions that are difficult to
predict. Actual results could differ materially from those projected in the
forward-looking statements. Forward-looking statements involve known and unknown
risks and uncertainties, which may cause the Company's actual results in future
periods to differ materially, from forecasted results. These and other risks are
described elsewhere herein and in the Company's other filings with the
Securities and Exchange Commission, namely the Company's Annual Report on Form
10-KSB for the year ended December 31, 2003.
Item 3. Controls and Procedures.
Disclosure controls and procedures are controls and other procedures
that are designed to ensure that information required to be disclosed by us in
the reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the
Securities and Exchange Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by us in the reports that we
file under the Exchange Act is accumulated and communicated to our management,
including our principal executive and financial officer, as appropriate to allow
timely decisions regarding required disclosure.
Evaluation of disclosure and controls and procedures. Based on their
evaluation of the Company's disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the
period covered by this quarterly report on Form 10-QSB the Company's chief
executive officer has concluded that the Company's disclosure controls and
procedures are designed to ensure that information required to be disclosed by
the Company in the reports that it files or submits under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in the SEC's rules and forms and are operating in an effective manner.
Changes in internal controls over financial reporting. There were no
changes in the Company's internal controls over financial reporting or in other
factors that have materially affected, or are reasonably likely to materially
affect, the Company's internal control over financial reporting.
13
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
During the quarter ended September 30, 2004, the Company was not a party to
any material legal proceedings.
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
The following exhibits are hereby filed as part of this Quarterly
Report on Form 10-QSB or incorporated herein by reference.
3.1 Articles of Incorporation, incorporated by reference to Registration
Statement No. 33-13074-D as Exhibit 3.1.
3.2 Amended Bylaws adopted June 1, 1987, incorporated by reference to Annual
Report on Form 10-K for the fiscal year ended December 31, 1987 as Exhibit
3.2.
34 Articles of Amendment to Restated Articles of Incorporation dated March 7,
1991. Incorporated by reference to Annual Report on Form 10-K for fiscal
year ended December 31, 1990 as Exhibit 3.4.
3.5 Articles of Amendment to Restated Articles of Incorporation dated March 17,
1999, incorporated by reference to Form 8-K reporting an event of March 9,
1999.
10.1 OEM Purchase Agreement dated January 15, 1990, between the Company and
Ariel Electronics, Inc. incorporated by reference to Annual Report on Form
10-K for the fiscal year ended December 31, 1989 as Exhibit 10.1.
10.2 Form of Convertible Promissory Note, 12/30/93 Private Placement
incorporated by reference to Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1993 as Exhibit 10.2.
10.3 Form of Non-Convertible Promissory Note, 12/30/93 Private Placement
incorporated by reference to Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1993 as Exhibit 10.3.
10.4 Form of Note Purchaser Warrant Agreement and Warrant, 12/30/93 Private
Placement incorporated by reference to Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1993 as Exhibit 10.4.
10.5 Form of Promissory Note, 4/1/96.
10.6 Form of Security Agreement, 4/1/96.
10.7 Form of Common Stock Purchase Warrant, 4/1/96.
10.8 Form of Promissory Note, 7/1/96.
10.9 Form of 4/1/96 Promissory Note Extension, 10/17/96.
10.10 Form of Common Stock Purchase Warrant, 10/10/96.
10.11 Asset Purchase Agreement with JOT incorporated by reference to Form 8-K
reporting an event of November 4, 1998, and amendment thereto incorporated
by reference to Form 8-K reporting an event of December 15, 1998.
14
10.12 Stock Purchase Agreement, between Bio-Medical Automation, Inc. and Steven
N. Bronson, incorporated by reference to the Current Report on Form 8-K
filed on April 6, 2000.
10.13 Employment Agreement between Bio-Medical Automation, Inc. and Steven N.
Bronson, dated as of March 24, 2001, incorporated by reference to
Quarterly Report on Form 10-QSB for the quarter ended March 31, 2001.
10.14 Mergers and Acquisitions Advisory Agreement, dated as of November 13,
2001, between Bio-Medical Automation, Inc. and Catalyst Financial LLC
incorporated by reference to the Annual Report on Form 10-KSB for the year
ended December 31, 2001.
14 Code of Ethics incorporated by reference to the Annual Report on Form
10-KSB for the year ended December 31, 2003.
31* President's Written Certification Of Financial Statements Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
32* President's Written Certification Of Financial Statements Pursuant to 18
U.S.C. Statute 1350
--------------------------------
* Filed herewith
b) The Company did not file a Current Report on Form 8-K during the
Three-month period ending on September 30, 2004.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: November 12, 2004
RIDGEFIELD ACQUSITION CORP.
By: /s/ Steven N. Bronson
------------------------------------
Steven N. Bronson, President
(Principle Executive Officer),
as Registrant's duly authorized officer
15
EXHIBIT INDEX
The following Exhibits are filed herewith:
Exhibit
Number Description of Document
------ -----------------------
31 President's Statement Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
32 President's Written Certification Of Financial Statements
Pursuant to 18 U.S.C. Statute 1350.