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): January 14, 2005
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)
Section 4 Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant's Certifying Accountant.
(a) Previous independent accountants
(i) On January 14, 2005 the registrant dismissed Kostin, Ruffkess &
Company, LLC as its independent accountants.
(ii) The reports of Kostin, Ruffkess & Company, LLC on the financial
statements for the fiscal year ended December 31, 2003 contained no
adverse opinion or disclaimer of opinion and were not modified as to
audit scope or accounting principles. The report of Kostin, Ruffkess &
Company, LLC on the financial statements for the fiscal year ended
December 31, 2003 contained an explanatory paragraph relating to the
uncertainty of the registrant's ability to continue as a going
concern.
(iii) The Board of Directors 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 January 14, 2005, there have been no disagreements
with Kostin, Ruffkess & Company, LLC 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 Kostin, Ruffkess & Company, LLC 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 January 14,
2005, there have been no reportable events (as defined in Regulation
S-K Item 304(a)(1)(v)).
(vi) 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 Kostin, Ruffkess & Company, LLC is attached
hereto as Exhibit 16.1 to this Form 8-K
(b) New independent accountants.
(i) The registrant engaged Carlin, Charron & Rosen, LLP as its new
independent accountants, as of January 14, 2005. During the two most
recent fiscal years and through January 14, 2005 the registrant has
not consulted Carlin, Charron & Rosen, LLP 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
Carlin, Charron & Rosen, LLP concluded was an important factor
considered by the registrant in reaching a decision as to the
accounting, auditing, or financial reporting issue.
(ii) During the two most recent fiscal years and through January 14,
2005 the registrant has not consulted Carlin, Charron & Rosen, LLP
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 Carlin, Charron & Rosen, LLP
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 Carlin, Charron & Rosen, LLP is attached
hereto as Exhibit 16.2 to this Form 8-K.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements 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 Kostin, Ruffkess & Company, LLC
16.2 Letter from Carlin, Charron & Rosen, LLP
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.
Dated: January 14, 2005
Ridgefield Acquisition Corp.
(Registrant)
By: /s/ STEVEN N. BRONSON
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Steven N. Bronson,
CEO and President
Exhibit Index
Exhibit Description
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16.1 Letter from Kostin, Ruffkess & Company, LLC
16.2 Letter from Carlin, Charron & Rosen, LLP