Edgar Filing: RIDGEFIELD ACQUISITION CORP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-KSB

(Mark One)

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the fiscal year ended December 31, 2004

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from _______ to ________

Commission File Number 0-16335

RIDGEFIELD ACQUISITION CORP.
---------------------------------------------------------
(Name of Small Business Issuer as Specified in its Charter)

Colorado 84-0922701
----------------------- ------------------
(State or other juris- (IRS Employer
diction of incorpora- Identification No.)
tion or organization)

100 Mill Plain Road, Danbury, Connecticut 06877
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(Address of Principal Executive Offices)

Issuer's telephone number, including area code: (203) 791-3871

Securities registered under Section 12(g) of the Exchange Act:

$0.10 Par Value Common Stock
---------------------------
(Title of Class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 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 [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-K is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

The Issuer's revenues for fiscal year ended December 31, 2004, were $1,192.

The aggregate market value of the Registrant's voting stock held, as of March
22, 2005, by non-affiliates of the Registrant was $240,220.

As of March 23, 2005, Registrant had 813,028 shares of its $0.10 par value
common stock outstanding.

Transitional Small Business Disclosure Format (check one): Yes No X
--- ---

PART I

ITEM 1. DESCRIPTION OF BUSINESS.

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 December 31, 2004 and the years ended
December 31, 2003 and December 31, 2002, the Company has earned no revenues
other than interest income and investment income.

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.

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 microdissection. 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 Microdissection and Method
of Using Same" (the "Patent").

The Patent covers an automated system and method for microdissection of
samples such as chromosomes or other biological material, and in particular, it
relates to a robotic assisted microdissection system and method that
significantly reduces the time and skill needed for cellular and sub-cellular
dissections. Microdissection 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
microdissection 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. However, the Subsidiary currently has no assets other than the
Patent, and there can be no assurances that the Subsidiary will be able to
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.

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 December 31, 2004, the Company owned securities valued at
$56,850, investment income of $28,119 and has a cumulative unrealized gain of
$3,997). 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.

Employees
---------

As of March 23, 2005, the Company had 1 employee, Steven N. Bronson,
who serves as the Company's President. The Company does not have any employees
that are represented by a union or other collective bargaining group.

Risk Factors Affecting Operating Results and Market Price of Stock
------------------------------------------------------------------

Potential investors should carefully consider the risks described below
before making an investment decision concerning the common stock of the Company.
The risks and uncertainties described below are not the only ones we face. If
any of the following risks actually occur, our business, financial condition or
results of operations could be materially and adversely affected. In that case,
the trading price of our common stock could decline, and investors may lose all
or part of their investment.

The Company Has Limited Resources
---------------------------------

The Company has limited resources and has had no revenues from operations
for the fiscal years ended December 31, 2004 and December 31, 2003. On March 9,
1999, the Company sold substantially all of its assets and essentially ceased
all operations. Currently, the primary source of revenue for the Company is
interest income. The Company will only earn revenues through the acquisition of
or merger with a target company (an "Acquisition") or through the Subsidiary's
successful exploitation of the Patent. There can be no assurance that any target
company (a "Target"), at the time of the Company's consummation of an
Acquisition of the Target, or at any time thereafter, will derive any material
revenues from its operations or operate on a profitable basis, or that the
Subsidiary will derive any revenues from the Patent. The current revenues of the
Company may not be sufficient to fund further Acquisitions or the successful
development and exploitation of the Patent. Based on the Company's limited
resources, the Company may not be able to effectuate its business plan and
consummate an Acquisition or exploit the Patent. There can be no assurance that
determinations ultimately made by the Company will permit the Company to achieve
its business objectives.

The Company Will Need Additional Financing in Order to Execute Its Business Plan
--------------------------------------------------------------------------------

The Company has had only nominal revenues to date and will be entirely
dependent upon its limited available financial resources to implement its
business plan to complete an Acquisition or to derive any revenues from the
Patent. The Company cannot ascertain with any degree of certainty the capital
requirements for the execution of its business plan. In the event that the
Company's limited financial resources prove to be insufficient to implement its
business plan, the Company will be required to seek additional financing. In
addition, in the event of the consummation of an Acquisition, the Company may
require additional financing to fund the operations or growth of the Target. The
Company may also require additional financing to develop and exploit the Patent.

Additional Financing May Not Be Available to the Company
--------------------------------------------------------

There can be no assurance that additional financing will be available to
the Company on acceptable terms, or at all. To the extent that additional
financing proves to be unavailable when needed, the Company would be limited in
its attempts to complete Acquisitions and to successfully develop and exploit
the Patent. The inability of the Company to secure additional financing, if
needed, could also have a material adverse effect on the continued existence of
RAC. The Company has no arrangements with any bank or financial institution to
secure financing and there can be no assurance that any such arrangement, if
required or otherwise sought, would be available on terms deemed to be
commercially acceptable and in the best interests of the Company.

The Company May Not Be Able to Borrow Funds
-------------------------------------------

While there currently are no limitations on the Company's ability to borrow
funds, the limited resources of the Company and limited operating history will
make it difficult to borrow funds. The amount and nature of any borrowings by
the Company will depend on numerous considerations, including the Company's
capital requirements, the Company's perceived ability to meet debt service on
any such borrowings and the then prevailing conditions in the financial markets,
as well as general economic conditions. There can be no assurance that debt
financing, if required or sought, would be available on terms deemed to be
commercially acceptable by and in the best interests of the Company. The
inability of the Company to borrow funds required to effect or facilitate an
Acquisition may have a material adverse effect on the Company's financial
condition and future prospects. Additionally, to the extent that debt financing
ultimately proves to be available, any borrowings may subject the Company to
various risks traditionally associated with indebtedness, including the risks of
interest rate fluctuations and insufficiency of cash flow to pay principal and
interest. Furthermore, a Target may have already incurred borrowings and,
therefore, the Company will be subjected to all the risks inherent thereto.

Competition for Acquisitions
----------------------------

The Company expects to encounter intense competition from other entities
having business objectives similar to those of the Company. Many of these
entities, including venture capital partnerships and corporations, blind pool
companies, large industrial and financial institutions, small business
investment companies and wealthy individuals, are well-established and have
extensive experience in connection with identifying and effecting Acquisitions
directly or through affiliates. Many of these competitors possess greater
financial, technical, human and other resources than the Company and there can
be no assurance that the Company will have the ability to compete successfully.
The Company's financial resources will be limited in comparison to those of many
of its competitors. This inherent competitive limitation may compel the Company
to select certain less attractive acquisition prospects. There can be no
assurance that such prospects will permit the Company to achieve its stated
business objectives.

The Company May Be Subject to
Uncertainty in the Competitive Environment of a Target
------------------------------------------------------

In the event that the Company succeeds in effecting an Acquisition, the
Company will, in all likelihood, become subject to intense competition from
competitors of the Target. In particular, certain industries which experience
rapid growth frequently attract an increasingly large number of competitors,
including competitors with greater financial, marketing, technical, human and
other resources than the initial competitors in the industry. The degree of
competition characterizing the industry of any prospective Target cannot
presently be ascertained. There can be no assurance that, subsequent to a
consummation of an Acquisition, the Company will have the resources to compete
effectively in the industry of the Target, especially to the extent that the
Target is in a high growth industry.

The Company May Pursue an Acquisition With a Target Operating Outside the United
States: Special Additional Risks Relating to Doing Business in a Foreign Country
--------------------------------------------------------------------------------

The Company may effectuate an Acquisition with a Target whose business
operations or even headquarters, place of formation or primary place of business
are located outside the United States. In such event, the Company may face the
significant additional risks associated with doing business in that country. In
addition to the language barriers, different presentations of financial
information, different business practices, and other cultural differences and
barriers that may make it difficult to evaluate such a Target, ongoing business
risks may result from the internal political situation, uncertain legal systems
and applications of law, prejudice against foreigners, corrupt practices,
uncertain economic policies and potential political and economic instability
that may be exacerbated in various foreign countries.

Uncertain Prospects of Technology Covered by Patent
---------------------------------------------------

The Company has never derived any revenues from the technology
covered by the Patent and there can be no assurances that the Company or the
Subsidiary will be able to derive any revenues from the exploitation of the
Patent. The Company through the Subsidiary will attempt to research and develop
a commercial application for the technology covered by the Patent. However there
can be no assurances that the Subsidiary will be able to find a commercial
application for the technology covered by the Patent. Even if the Subsidiary is
able to develop a commercial application for the technology covered by the
Patent, there can be no assurances that the Subsidiary will be able to
successfully market such application.

Competition for the Patent
--------------------------

The Company expects to encounter competition from other entities in the
medical device business with technology similar to that covered by the Patent.
Many of these entities, including large drug and medical companies,
bio-technology companies, venture capital partnerships and corporations, blind
pool companies, large industrial and financial institutions, small business
investment companies and wealthy individuals, are well-established and have
extensive experience in connection with developing and exploiting medical
technology and devices. Many of these competitors possess greater financial,
technical, human and other resources than the Company and there can be no
assurance that the Company will have the ability to compete successfully. The
Company's financial resources will be limited in comparison to those of many of
its competitors. There can be no assurance that such prospects will permit the
Company to achieve its stated business objectives.

Risks Associated with the Company's Investment Strategy
-------------------------------------------------------

The Company's decision to invest a portion of its cash in marketable
securities exposes the Company to potential losses. The Company's investments in
marketable securities carry a risk of loss. While the Company will endeavor to
invest in securities that have a potential for gain, there can be no assurances
that the Company will not suffer losses based on its Investment Strategy.

Steven N. Bronson is Critical to the Future Success of the Company
------------------------------------------------------------------

Steven N. Bronson is the Chairman, C.E.O. and President of the Company. The
ability of the Company to successfully carry out its business plan and to
consummate additional Acquisitions will be dependent upon the efforts of Mr.
Bronson and the Company's directors. Notwithstanding the significance of Mr.
Bronson, the Company has not obtained any "key man" life insurance on his life.
The loss of the services of Mr. Bronson could have a material adverse effect on
the Company's ability to successfully achieve its business objectives. If
additional personnel are required, there can be no assurance that the Company
will be able to retain such necessary additional personnel.

Mr. Bronson Has Effective Control of the Company's Affairs
----------------------------------------------------------

Mr. Bronson beneficially owns and controls 734,160 shares of common stock
of the Company, including options to purchase 150,000 shares of common stock,
representing approximately 76% of the issued and outstanding shares of common
stock and approximately 76% of the voting power of the issued and outstanding
shares of common stock of the Company. In the election of directors,
stockholders are not entitled to cumulate their votes for nominees. Accordingly,
as a practical matter, Mr. Bronson may be able to elect all of the Company's
directors and otherwise direct the affairs of the Company.

There Exist Conflicts of Interest
Relating to Mr. Bronson's Time Commitment to the Company
--------------------------------------------------------

Mr. Bronson is not required to commit his full time to the affairs of the
Company. Mr. Bronson will have conflicts of interest in allocating management
time among various business activities. As a result, the consummation of an
Acquisition may require a greater period of time than if Mr. Bronson devoted his
full time to the Company's affairs. However, Mr. Bronson will devote such time
as he deems reasonably necessary to carry out the business and affairs of the
Company, including the evaluation of potential Targets and the negotiation and
consummation of Acquisitions and, as a result, the amount of time devoted to the
business and affairs of the Company may vary significantly depending upon, among
other things, whether the Company has identified a Target or is engaged in
active negotiation and consummation of an Acquisition.

There Exist Risks to Stockholders Relating to Dilution:
Authorization of Additional Securities and
Reduction of Percentage Share Ownership Following Merger
--------------------------------------------------------

The Company's Certificate of Incorporation authorizes the issuance of
5,000,000 shares of common stock. As of March 23, 2005, the Company had 813,028
shares of common stock issued and outstanding and 4,186,972 authorized but
unissued shares of common stock available for issuance. Although the Company has
no commitments as of this date to issue its securities, the Company will, in all
likelihood, issue a substantial number of additional shares in connection with
or following an Acquisition. To the extent that additional shares of common
stock are issued, the Company's stockholders would experience dilution of their
ownership interests in the Company. Additionally, if the Company issues a
substantial number of shares of common stock in connection with or following an
Acquisition, a change in control of the Company may occur which may affect,
among other things, the Company's ability to utilize net operating loss carry
forwards, if any. Furthermore, the issuance of a substantial number of shares of
common stock may adversely affect prevailing market prices, if any, for the
common stock and could impair the Company's ability to raise additional capital
through the sale of its equity securities. The Company may use consultants and
other third parties providing goods and services. These consultants or third
parties may be paid in cash, stock, options or other securities of the Company.
The Company may in the future need to raise additional funds by selling
securities of the Company which may involve substantial additional dilution to
the investors.

The Company is Authorized to Issue Preferred Stock
--------------------------------------------------

RAC's Articles of Incorporation authorizes the designation and issuance of
1,000,000 shares of preferred stock (the "Preferred Stock"), with such
designations, powers, preferences, rights, qualifications, limitations and
restrictions of such series as the Board, subject to the laws of the State of
Colorado, may determine from time to time. Accordingly, the Board is empowered,
without stockholder approval, to designate and issue Preferred Stock with
dividend, liquidation, conversion, voting or other rights which could adversely
affect the voting power or other rights of the holders of Common Stock. In
addition, the Preferred Stock could be utilized, under certain circumstances, as
a method of discouraging, delaying or preventing a change in control. Although
we do not currently intend to designate or issue any shares of Preferred Stock,

there can be no assurance that we will not do so in the future. It is likely
however, that following a merger, new management may issue such preferred stock,
and it is possible that one or more series of preferred stock will be designated
and/or issued in order to effectuate a merger or financing. As of this date, we
have no outstanding shares of Preferred Stock and we have not designated the
rights or preferences of any series of preferred stock.

The Uncertain Structure of an Acquisition May
Result in Risks Relating to the Market for the Company's Common Stock
---------------------------------------------------------------------

The Company may form one or more subsidiary entities to effect an
Acquisition and may under certain circumstances, distribute the securities of
subsidiaries to the stockholders of the Company. There cannot be any assurance
that a market would develop for the securities of any subsidiary distributed to
stockholders or, if it did, any assurance as to the prices at which such
securities might trade.

The Company Expects to Pay No Cash Dividends
--------------------------------------------

The Company presently does not expect to pay dividends. The payment of
dividends, if any, will be contingent upon the Company's revenues and earnings,
if any, capital requirements, and general financial condition. The payment of
any dividends will be within the discretion of the Company's then Board of
Directors. The Company presently intends to retain all earnings, if any, to
implement its business plan, accordingly, the Board does not anticipate
declaring any dividends in the foreseeable future.

Indemnification of Officers and Directors
-----------------------------------------

The Company's Certificate of Incorporation provides for the indemnification
of its officers and directors to the fullest extent permitted by the laws of the
State of Colorado. It is possible that the indemnification obligations imposed
under these provisions could result in a charge against the Company's earnings
and thereby affect the availability of funds for other uses by the Company.

Taxation Considerations May Impact the
Structure of an Acquisition and Post-merger Liabilities
-------------------------------------------------------

Federal and state tax consequences will, in all likelihood, be major
considerations for the Company in consummating an Acquisition. The structure of
an Acquisition or the distribution of securities to stockholders may result in
taxation of the Company, the Target or stockholders. Typically, these
transactions may be structured to result in tax-free treatment to both
companies, pursuant to various federal and state tax provisions. The Company
intends to structure any Acquisition so as to minimize the federal and state tax
consequences to both the Company and the Target. Management cannot assure that
an Acquisition will meet the statutory requirements for a tax-free
reorganization, or that the parties will obtain the intended tax-free treatment
upon a transfer of stock or assets. A non-qualifying reorganization could result
in the imposition of both federal and state taxes, which may have an adverse
effect on both parties to the transaction.

The Company May Be Deemed an Investment
Company and Subjected to Related Restrictions
---------------------------------------------

The regulatory scope of the Investment Company Act of 1940, as amended (the
"Investment Company Act"), which was enacted principally for the purpose of
regulating vehicles for pooled investments in securities, extends generally to
companies engaged primarily in the business of investing, reinvesting, owning,
holding or trading in securities. The Investment Company Act may, however, also
be deemed to be applicable to a company which does not intend to be
characterized as an investment company but which, nevertheless, engages in
activities which may be deemed to be within the definitional scope of certain
provisions of the Investment Company Act. The Company believes that its
Investment Strategy may subject the Company to regulation under the Investment
Company Act. If the Company is deemed to be an investment company, the Company
may be forced to divest its investments or become subject to certain
restrictions relating to the Company's activities, including restrictions on the
nature of its investments and the issuance of securities. In addition, the
Investment Company Act imposes certain requirements on companies deemed to be
within its regulatory scope, including registration as an investment company,
adoption of a specific form of corporate structure and compliance with certain
burdensome reporting, record keeping, voting, proxy, disclosure and other rules
and regulations. In the event of the characterization of the Company as an
investment company, the failure by the Company to satisfy such regulatory
requirements, whether on a timely basis or at all, would, under certain
circumstances, have a material adverse effect on the Company.

Investors Should Not Rely on Forward-Looking
Statements Because They Are Inherently Uncertain
------------------------------------------------

This document contains certain forward looking statements that involve
risks and uncertainties. We use words such as "anticipate," "believe," "expect,"
"future," "intend," "plan," and similar expressions to identify forward-looking
statements. These statements are only predictions. Although we believe that the
expectations reflected in these forward-looking statements are reasonable, we
cannot guarantee future results, levels of activity, performance or
achievements. You should not place undue reliance on these forward-looking
statements, which apply only as of the date of this document. Our actual results
could differ materially from those anticipated in these forward-looking
statements for many reasons, including the risks faced by us and described on
the preceding pages and elsewhere in this document.

We believe it is important to communicate our expectations to our
investors. However, there may be events in the future that we are not able to
predict accurately or over which we have no control. The risk factors listed
above, as well as any cautionary language in this document, provide examples of
risks, uncertainties and events that may cause our actual results to differ
materially from the expectations we describe in our forward-looking statements.
Before you invest in our common stock, you should be aware that the occurrence
of the events described in these risk factors and elsewhere in this document
could have a material adverse effect on our business, operating results,
financial condition and stock price.

ITEM 2. PROPERTIES

On January 5, 2004, the Company relocated its offices from 10 South
Street, Suite 202, Ridgefield, Connecticut, 06877 to 100 Mill Plain Road,
Danbury, Connecticut 06811. The Company is using a portion of the premises
occupied by Catalyst Financial LLC, a full service brokerage, investment banking
and consulting firm, located at 100 Mill Plain Road, Danbury, Connecticut 06811.
Steven N. Bronson, the President of the Company, is the principal and owner of
Catalyst Financial LLC. Catalyst Financial LLC has agreed to waive the payment
of any rent by the Company for use of the offices.

Prior to 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. 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.

ITEM 3. LEGAL PROCEEDINGS

There are no pending legal proceedings to which the Company is a party or
of which any of its property is the subject as of the date of this report and
there were no such proceedings during the fiscal years ended December 31, 2004
and December 31, 2003.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted to a vote of the Company's security holders during
the fourth quarter of the year ended December 31, 2004.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

(a) MARKET INFORMATION. The Company's common stock is quoted on the OTC
(Over-The-Counter) Bulletin Board and traded under the symbol ("RDGA"). The
following table sets forth the range of high and low closing bid prices for the
Company's common stock for the periods indicated. These prices represent
reported transactions between dealers that do not include retail markups,
markdowns or commissions, and do not necessarily represent actual transactions.

COMMON STOCK
------------------------------------------------------------------
Year/Fiscal Period High Bid ($) Low Bid ($)
------------------ ------------ -----------
2004
First Quarter 1.50 1.50
Second Quarter 2.00 1.50
Third Quarter 2.00 .85
Fourth Quarter .85 .52

2003
First Quarter 1.50 1.50
Second Quarter 1.50 1.50
Third Quarter 1.50 .75
Fourth Quarter .75 .52

As of March 22, 2005, the bid and ask price of the Company's common
stock was $1.05.

(b) HOLDERS. As of March 22, 2005, the Company had approximately 656
shareholders of record of its common stock, $0.10 par value.

(c) DIVIDENDS. The Company has not declared cash dividends on its
common stock since its inception, and the Company does not anticipate paying any
dividends in the foreseeable future. There are no contractual restrictions on
the Company's ability to pay dividends.

Recent Sales of Unregistered Securities

During the fiscal year ended December 31, 2004, the Company did not
issue any shares of common stock, preferred stock, options or warrants.

Section 15(g) of the Exchange Act

The Company's shares are covered by Section 15(g) of the Securities
Exchange Act of 1934, as amended, and Rules 15g-1 through 15g-6 promulgated
thereunder, which impose additional sales practice requirements on
broker-dealers who sell our securities to persons other than established
customers and accredited investors.

Rule 15g-2 declares unlawful any broker-dealer transactions in
pennystocks unless the broker-dealer has first provided to the customer a
standardized disclosure document.

Rule 15g-3 provides that it is unlawful for a broker-dealer to engage in
a penny stock transaction unless the broker-dealer first discloses and
subsequently confirms to the customer the current quotation prices or similar
market information concerning the penny stock in question.

Rule 15g-4 prohibits broker-dealers from completing penny stock
transactions for a customer unless the broker-dealer first discloses to the
customer the amount of compensation or other remuneration received as a result
of the penny stock transaction.

Rule 15g-5 requires that a broker-dealer executing a penny stock
transaction, other than one exempt under Rule 15g-1, disclose to its customer,
at the time of or prior to the transaction, information about the sales person's
compensation.

The Company's common stock may be subject to the foregoing rules. The
application of the penny stock rules may affect our stockholder's ability to
sell their shares because some broker-dealers may not be willing to make a
market in our common stock because of the burdens imposed upon them by the penny
stock rules.

ITEM 6. PLAN OF OPERATION

The following plan of operation 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.

Disclosure Regarding Forward Looking Statements
-----------------------------------------------

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.

Acquisition Strategy
--------------------

The Company's 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. 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.

Competition of RAC's Acquisition Strategy

In connection with its Acquisition Strategy, the Company expects to
encounter intense competition from other entities having business objectives
similar to those of the Company. Many of these entities, including venture
capital firms, blind pool companies, large industrial and financial
institutions, small business investment companies and wealthy individuals, are
well-established and have extensive experience in connection with identifying
and effecting acquisitions directly or through affiliates. Many of these
competitors possess greater financial, technical, human and other resources than
the Company and there can be no assurance that the Company will have the ability
to compete successfully with such entities. The Company's financial resources
will be limited in comparison to those of many of its competitors. The Company's
limited financial resources may compel the Company to select certain less
attractive acquisition prospects.

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 then 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.

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 Chairman and Chief
Executive Officer. 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 December 31, 2004, the Company owned securities
valued at $56,850 and generated investment income of $28,119 and has a
cumulative unrealized gain of $3,997). 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
---------------------

During the year ended December 31, 2004 ("Fiscal 04"), the Company
earned no revenues from operations and generated interest income of $1,192,
compared to no revenues from operations and interest income in the amount of
$3,077 for the year ended December 31, 2003 ("Fiscal 03").

During Fiscal 04, the Company incurred expenses of $77,571, a decrease
of $12,045 compared to expenses of $89,616 for Fiscal 03. On December 31, 2004,
the Company had invested $56,850 in accordance with its Investment Strategy, and
as of that date the Company had investment income of $28,119 and a 2004
unrealized gain of $6,097 based on its investment in securities.

For Fiscal 04 the Company incurred a net loss of $48,260 compared to a
net loss of $86,787 for Fiscal 03.

Liquidity and Capital Resources
-------------------------------

During Fiscal 04, the Company satisfied its working capital needs from
cash on hand at the beginning of the year and cash generated from interest
income during the year. As of December 31, 2004, the Company had working capital
of $135,783. While this working capital will satisfy the Company's immediate
financial needs, it may not be sufficient to provide the Company with sufficient
capital to finance a merger, acquisition or business combination between the
Company and a viable operating entity or the development and the exploitation of
the Patent. The Company may need additional funds in order to complete a merger,
acquisition or business combination between the Company and a viable operating
entity. The Company or the Subsidiary may also need additional funds to finance
the development and exploitation of the Patent. There can be no assurances that
the Company will be able to obtain additional funds if and when needed.

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 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.

ITEM 7. FINANCIAL STATEMENTS

The financial statements and related notes are included as part of this
report as indexed in the appendix on pages F-1 through F-16.

ITEM 8. CHANGE IN ACCOUNTANTS

On January 14, 2005 the Company dismissed Kostin, Ruffkess & Company,
LLC as its independent accountants. 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
Company's ability to continue as a going concern.

On January 14, 2005, the Company 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 Company 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 Company, and
either a written report was provided to the Company 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.

The Board of Directors of the Company, participated in and approved the
decision to change independent accountants. The Company filed a current report
on Form 8-K on January 18, 2003, disclosing the change of independent auditors,
and such report is incorporated herein by reference.

Item 8A. 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 Securities
Exchange Act of 1934) as of the end of the period covered by this annual report
on Form 10-KSB 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.

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

The following table sets forth the name, age and position of each of our
directors, executive officers and significant employees as of December 31,2004.
Each director will hold office until the next annual meeting of our stockholders
or until his or her successor has been elected and qualified. Our executive
officers are appointed by, and serve at the discretion of, the Board of
Directors.

Name Age Position
------------------ ----- --------------------
Steven N. Bronson 39 Chairman, Chief Executive Officer and President
Leonard Hagan 53 Director
Kenneth Schwartz 49 Director

Steven N. Bronson has served as a director of the Company since June
1996. From September 1998 to August 11, 2000, Mr. Bronson was the sole officer
of the Company. From September 1998 to March 17, 2000, Mr. Bronson was also the
sole director of the Company. In September 1996, Mr. Bronson became the Chief
Executive Officer and President of the Company. Mr. Bronson is also the
President of Catalyst Financial LLC, a privately held full service securities
brokerage and investment banking firm. Mr. Bronson has held that position since
September 24, 1998. During the period of 1991 through September 23, 1998, Mr.
Bronson was President of Barber & Bronson Incorporated, a full service
securities brokerage and investment banking firm. In addition, Mr. Bronson is an
officer and director of 4net Software, Inc., a publicly traded corporation.

Leonard Hagan has served as a director of the Company since March 17,
2000. Mr. Hagan is a certified public accountant and for the past eight years
has been a partner at Hagan & Burns CPA's, PC in New York. Mr. Hagan received a
Bachelors of Arts degree in Economics from Ithaca College in 1974, and earned
his Masters of Business Administration degree from Cornell University in 1976.
Mr. Hagan is registered as the Financial and Operations Principal for the
following broker-dealers registered with the Securities and Exchange Commission:
Adelphia Capital LLC, Mallory Capital Group, LLC, Avalon Partners, Inc., Stacey
Braun Financial Services, Inc. and Danske Securities (US), Inc. Mr. Hagan is
also a director of 4net Software, Inc., a publicly traded corporation.

Dr. Kenneth Schwartz has served as a director of the Company since March
25, 2000. Dr. Schwartz has been self-employed as a dentist in New York, New
York. Dr. Schwartz received his Bachelor of Sciences from Brooklyn College in
1977 and earned his D.D.S. from New York University College of Dentistry in
1982.

No director, executive officer, promoter or control person of the Company
has, within the last five years: (i) had a bankruptcy petition filed by or
against any business of which such person was a general partner or executive
officer either at the time of the bankruptcy or within two years prior to that
time; (ii) been convicted in a criminal proceeding or is currently subject to a
pending criminal proceeding (excluding traffic violations or similar
misdemeanors); (iii) been subject to any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring, suspending or
otherwise limiting his involvement in any type of business, securities or
banking activities; (iv) been found by a court of competent jurisdiction (in a
civil action), the Securities and Exchange Commission (the "Commission") or the
Commodity Futures Trading Commission to have violated a federal or state
securities or commodities law, and the judgment has not been reversed, suspended
or vacated. There are no family relationships among any directors and executive
officers of the Company.

Meetings and Committees of the Board of Directors
-------------------------------------------------

During the fiscal year ended December 31, 2004, the Board of Directors held
1 meeting. In view of the Company's lack of operations, during the year ended
December 31, 2004, the Board of Directors did not have any Committees. During
the fiscal year ended December 31, 2004, all of the directors then in office
attended 100% of the total number of meetings of the Board of Directors and the
Committees of the Board of Directors on which they served.

Audit Committee
----------------

The Audit Committee of the Company consists of Steven N. Bronson and
Leonard Hagan. The functions of the Audit Committee are to recommend to the
Board of Directors the appointment of independent auditors for the Company and
to analyze the reports and recommendations of such auditors. The committee also
monitors the adequacy and effectiveness of the Company's financial controls and
reporting procedures. The Audit Committee does not meet on a regular basis, but
only as circumstances require.

Code of Ethics
---------------

At a meeting of the Board of Directors of the Company held on March 25,
2004, Company adopted a Code of Ethics. A copy of the Code of Ethics is attached
\ as Exhibit 14 to the Company's Form 10-KSB for the year ended December 31,
2003.

Section 16(a) Beneficial Ownership Compliance
---------------------------------------------

Section 16(a) of the Exchange Act requires the Company's directors and
executive officers, and persons who own more than 10% of a registered class of
the Company's equity securities, to file with the SEC initial reports of
ownership and reports of changes in ownership of common stock and other equity
securities of the Company. Officers, directors and greater than 10% shareholders
are required by SEC regulations to furnish the Company with copies of all
Section 16(a) forms they file.

To the Company's knowledge, based solely upon a review of the copies of
such reports furnished to the Company and written representations that no other
reports were required, during the year ended December 31, 2004, all Section
16(a) filing requirements applicable to its officers, directors and greater than
10% beneficial owners were complied with.

ITEM 10. EXECUTIVE COMPENSATION.

Summary Compensation Table(1)

The following summary compensation table sets forth information concerning
the annual and long-term compensation earned by the Company's chief executive
officer and each of the other most highly compensated executive officers
(collectively, the "Named Executive Officers").

Name/Position Fiscal year Annual Salary Stock Grants Option Grants
--------------------------------------------------------------------------------
Steven N. Bronson
CEO and President 2004 $48,000 0 0
2003 $48,000 0 150,000(2)
2002 $48,000 0 0

----------------------
(1) The Columns designated by the SEC for the reporting of certain bonuses, long
term compensation, including awards of restricted stock, long term incentive
plan payouts, and all other compensation have been eliminated as no such
bonuses, awards, payouts, grants or compensation were awarded during any fiscal
year covered by the table.

(2) On March 21, 2003, the Company issued an option to Steven N. Bronson to
purchase 150,000 shares of the Company's common stock at the purchase price of
$1.65, which was 110% percent of the closing bid price on March 21, 2003 and
such option is exercisable for a period of 5 years.

Other Plans. The Company does not currently have any bonus, profit
sharing, pension, retirement, stock option, stock purchase, or other
remuneration or incentive plans in effect.

Long Term Incentive Plan. The Company has no long-term incentive
plan.

Aggregate Option Exercises in Fiscal 2004 and Fiscal Year End Option Values

The following table contains certain information regarding stock options
exercised during and options to purchase common stock held as of December 31,
2004, by each of the Named Executive Officers. The stock options listed below
were granted without tandem stock appreciation rights. We have no freestanding
stock appreciation rights outstanding.

Number Number of Securities Value of Unexercised
Of Shares (1) Underlying Unexercised In-the-Money Options
Name/ Acquired Value Options at Fiscal Year End at Fiscal Year End
Position On Exercise Realized Exercised/Unexercised Exercised/Unexercised (2)
------------------ ----------- -------- -------------------------- ---------------------

Steven N. Bronson
Chairman, CEO
and President 0 0 150,000 $0
-------------------

(1) Calculated on the basis of $1.50 per share, the closing price of the common
stock on the over-the-counter market on December 31, 2004, less exercise price
payable for such shares.

(2) Calculated on the basis of the closing share price of the common stock on
the over-the-counter market on the date exercised, less the exercise price
payable for such shares.

Compensation of Directors
-------------------------

In fiscal year ended December 31, 2004, no cash compensation was paid to
our directors for their services as directors. However, on March 21, 2003, the
Company issued an option to Steven N. Bronson to purchase 150,000 shares of the
Company's common stock at the purchase price of $1.65, which was 110% percent of
the closing bid price on March 21, 2003 and such option is exercisable for a
period of 5 years.

Subsequent Event

On March 25, 2005, the Company issued an option to purchase 10,000 shares
of the Company's common stock at the purchase price of $1.16, which was 110%
percent of the closing bid price on March 25, 2005, to Leonard Hagan one of the
Company's independent directors, for his services to the Company. Such options
are exercisable for a period of 5 years commencing on March 25, 2005.

On March 25, 2005, the Company issued an option to purchase 10,000 shares
of the Company's common stock at the purchase price of $1.16, which was 110%
percent of the closing bid price on March 25, 2005, to Kenneth Schwartz one of
the Company's independent directors, for his services to the Company. Such
options are exercisable for a period of 5 years commencing on March 25, 2005.

Employment Contracts
--------------------

On March 24, 2001, the Company entered into an Employment Agreement with
Steven N. Bronson, the President of the Company. The terms of such Employment
Agreement include the following:

Name Title Salary/Year Term
-----------------------------------------------------------------
Steven N. Bronson CEO & President $48,000 1 year

A copy of Mr. Bronson's Employment Agreement is attached as an Exhibit to
the Company's Form 10-QSB for the quarter ended March 31, 2001 and is
incorporated by reference.

Subsequent Event

On March 25, 2005, the Board of Directors authorized the renewal of Mr.
Bronson's employment agreement with the Company for another one (1) year term,
and modified the agreement to provide that Mr. Bronson shall no longer entitled
to receive a salary of $48,000 per year. Additionally, on March 25, 2005, the
Company issued to Mr. Bronson an option to purchase 100,000 shares of the
Company's common stock at the purchase price of $1.16, which was 110% percent of
the closing bid price on March 25, 2005 and such option is exercisable for a
period of 5 years.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth as of March 24, 2005, certain information
regarding the beneficial ownership of the common stock outstanding by (i) each
person who is known to the Company to own 5% or more of the common stock, (ii)
each director of the Company, (iii) certain executive officers of the Company
and (iv) all executive officers and directors of the Company as a group. Unless
otherwise indicated, each of the stockholders shown in the table below has sole
voting and investment power with respect to the shares beneficially owned.
Unless otherwise indicated, the address of each person named in the table below
is c/o Ridgefield Acquisition Corp., 100 Mill Plain Road, Danbury, Connecticut
06811.

Number of Percent
Name and Address Company Position Shares owned of class
---------------- ---------------- ------------ --------
Steven N. Bronson Chairman, CEO 734,160(2)(3) 76%
and President

Kenneth Schwartz Director 22,500(4) *

Leonard Hagan Director 5,000 *

All directors and executive officers
as a group (3 persons) 761,660 79.1%
-----------------------------
* Owns less than 1%

(1) As used in this table, a beneficial owner of a security includes any person
who, directly or indirectly, through contract, arrangement, understanding,
relationship or otherwise has or shares (a) the power to vote, or direct the
voting of, such security or (b) investment power which includes the power to
dispose, or to direct the disposition of, such security. In addition, a person
is deemed to be the beneficial owner of a security if that person has the right
to acquire beneficial ownership of such security within 60 days.

(2) Includes options to purchase 150,000 shares of RAC common stock at an
exercise price of $1.65 per share, and such options are set to expire on March
21, 2008.

(3) This amount does not include 33,500 shares of RAC common stock owned by Mr.
Bronson's spouse. Mr. Bronson expressly disclaims beneficial ownership of the
shares owned by his spouse.

(4) This amount includes 17,500 shares of common stock owned by Dr. Schwartz's
spouse, and Dr. Schwartz expressly disclaims beneficial ownership of the shares
owned by his spouse.

Subsequent Event

On March 25, 2005, the Company issued an option to purchase 100,000 shares
of the Company's common stock at the purchase price of $1.16, which was 110%
percent of the closing bid price on March 25, 2005, to Steven Bronson the
Chairman and President of the Company, for his services to the Company. Such
options are exercisable for a period of 5 years commencing on March 25, 2005.

On March 25, 2005, the Company issued an option to purchase 10,000 shares
of the Company's common stock at the purchase price of $1.16, which was 110%
percent of the closing bid price on March 25, 2005, to Kenneth Schwartz one of
the Company's independent directors, for his services to the Company. Such
options are exercisable for a period of 5 years commencing on March 25, 2005.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Steven N. Bronson is the President of Catalyst Financial LLC f/k/a Catalyst
Financial Corp. ("Catalyst"), a full service securities brokerage and investment
banking firm. Since March 25, 1999, the Company has utilized a portion of the
premises occupied by Catalyst as its executive offices. Due to the reduced level
of the Company's operations, Catalyst has, until further notice, waived the
payment of rent by the Company. No rent was paid by the Company to Catalyst
during the fiscal year ended December 31, 2004.

Steven N. Bronson is the owner and principal of Catalyst Financial LLC
("Catalyst Financial"), a full service securities brokerage, investment banking
and consulting firm. The Company entered into a Mergers and Acquisitions
Advisory Agreement, dated as of November 13, 2001, with Catalyst Financial (the
"M&A Advisory Agreement"). Pursuant to the M&A Advisory Agreement, Catalyst
Financial agreed to provide consulting services to 4net Software in connection
with the Company's search for prospective target companies for mergers,
acquisitions, business combinations and similar transactions, and, if
investigation warrants, advising the Company concerning the negotiation of terms
and the financial structure of such transactions. For the services rendered
pursuant to the M&A Advisory Agreement, Catalyst Financial is entitled to
receive a fee in the amount of five percent (5%) of the total consideration of
the specific transaction (the "M&A Fee"). The maximum amount of the M&A Fee is
$500,000 for any single transaction. The M&A Advisory Agreement expired by its
own terms in November 2004.

Subsequent Event

On March 25, 2005, the Board of Directors authorized the renewal of the M&A
Advisory Agreement for an additional three years commencing on April 1, 2005.
Additionally, under the Board modified the M&A Advisory Agreement to provide
that the Company shall pay to Catalyst Financial a monthly retainer fee in the
amount of $1,000 per month commencing on April 1, 2005 and continuing throughout
the term of the M&A Advisory Agreement.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

a. Exhibits

The following exhibits are hereby filed as part of this Annual Report on
Form 10-KSB or incorporated 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.

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

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 Reports on Form 8-K.

The Company did not file any current reports on Form 8-K during the
quarter Ended December 31, 2004.

On January 18, 2004, the Company filed a current report on Form 8-K,
disclosing a change of its independent auditors, and such report is incorporated
herein by reference.

Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees.
----------

The aggregate fees billed to the Company for professional services
rendered by our current and former principal accountants for the audit of our
annual financial statements and review of our quarterly financial statements was
$9,850 and $7,321, for fiscal years 2004 and 2003, respectively.

Audit-Related Fees.
------------------

None.

Tax Fees.
--------

The aggregate fees billed to the Company for professional services
rendered by accountants for tax related services is $900 for fiscal year 2004,
and $1,750, for fiscal year 2003.

All Other Fees.
--------------

None.

The audit committee approved the engagement of Carlin, Charron &
Rosen, LLP in the preparation of the Company's tax returns for fiscal year 2004.

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: March 29, 2005

RIDGEFIELD ACQUISITION CORP.,
a Colorado corporation

By: /s/ Steven N. Bronson
------------------------------------
Steven N. Bronson, CEO and President
Principle Executive Officer as
Registrant's duly authorized officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:

/s/ Steven N. Bronson /s/ Kenneth Schwartz
---------------------------------- ----------------------------------
Steven N. Bronson Kenneth Schwartz
President, Chief Executive Director
Officer and Chairman March 29, 2005
of the Board of Directors
Principal Executive Officer
March 29, 2005

/s/ Leonard Hagan
---------------------------------
Leonard Hagan
Director
March 29, 2005

EXHIBIT INDEX

The following Exhibits are filed herewith:

Exhibit
Number Description of Document
------ -----------------------
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

RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
(A Development Stage Company)
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Page

Independent Auditor's Report for 2004 F - 2

Independent Auditor's Report for 2003 F -3

Consolidated Balance Sheet
December 31, 2004 F - 4

Consolidated Statements of Operations and Comprehensive Gain (Loss)
Years Ended December 31, 2004 and 2003
and Cumulative Amounts from January 1, 2000 to December 31, 2004 F - 5

Consolidated Statements of Stockholders' Equity
Years Ended December 31, 2004 and 2003 F - 6

Consolidated Statements of Cash Flows
Years Ended December 31, 2004 and 2003
and Cumulative Amounts from January 1, 2000 to December 31, 2004 F - 7 - F - 8

Notes to Consolidated Financial Statements F - 9 -- F - 16

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of
Ridgefield Acquisition Corporation

We have audited the accompanying consolidated balance sheet of Ridgefield
Acquisition Corporation and subsidiary (the "Company") as of December 31, 2004,
and the related consolidated statements of operations and comprehensive gain
(loss), stockholders' equity, and cash flows for the year then ended. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Ridgefield
Acquisition Corporation and subsidiary as of December 31, 2004, and the results
of their operations and their cash flows for the year then ended in conformity
with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
consolidated financial statements, the Company has no principal operations or
significant revenue producing activities which raises substantial doubt about
its ability to continue as a going concern. Management's plans in regard to
these matters are described in Note 2. The consolidated financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.

/s/ Carlin Charron & Rosen LLP

Glastonbury, Connecticut
March 25, 2005

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
Ridgefield Acquisition Corp. and Subsidiary

We have audited the consolidated statements of operations and comprehensive
loss, stockholders' equity, and cash flows of Ridgefield Acquisition Corp. and
Subsidiary (the "Company") for the year ended December 31, 2003. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audit.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the results of its operations, changes in
stockholders' equity, and its cash flows for the year ended December 31, 2003,
in conformity with accounting principles generally accepted in the United States
of America.

/s/ Kostin, Ruffkess & Company, LLC

Kostin, Ruffkess & Company, LLC
Farmington, Connecticut
March 16, 2004

F-3

RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2004

ASSETS

CURRENT ASSETS
Cash and cash equivalents $ 246,970
-----------

Total Current Assets 246,970
-----------

OTHER ASSETS

Investments 56,850
-----------

Total Assets $ 303,820
===========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable and accrued expenses $ 111,187
-----------

Total Current Liabilities 111,187
-----------

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
Capital in excess of par value 1,595,509
Accumulated deficit (947,820)
Deficit accumulated during the development stage (540,356)
Accumulated other comprehensive gain 3,997
-----------

192,633
-----------

Total Liabilities and Stockholders' Equity $ 303,820
===========

The accompanying notes are an integral part of these consolidated financial
statements.

F-4

RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE GAIN (LOSS)

Cumulative
Amounts from
Years Ended January 1, 2000
December 31, to December 31,
2004 2003 2004

REVENUES
Interest income $ 1,192 $ 3,077 $ 25,867
Realized gain (loss) on sale of investments 28,119 (248) 27,871
--------- --------- ---------
Total Revenues 29,311 2,829 53,738
--------- --------- ---------

OPERATING EXPENSES
General and administrative 77,571 89,616 444,745
Employee stock options -- -- 130,625
Write-off of patent -- -- 18,724
--------- --------- ---------
Total Expenses 77,571 89,616 594,094
--------- --------- ---------

NET LOSS (48,260) (86,787) (540,356)
--------- --------- ---------

OTHER COMPREHENSIVE GAIN (LOSS)
Unrealized gain (loss) on securities 9,049 (2,343) 6,706
Reclassification adjustment for realized
gain/loss (2,957) 248 (2,709)
--------- --------- ---------
Other comprehensive gain (loss) 6,092 (2,095) 3,997
--------- --------- ---------

COMPREHENSIVE LOSS $ (42,168) $ (88,882) $(536,359)
========= ========= =========

NET LOSS PER COMMON SHARE
Basic and dilutive $ (0.06) $ (0.11) $ (0.69)
========= ========= =========

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING -
Basic and dilutive 813,028 813,028 774,616
========= ========= =========

The accompanying notes are an integral part of these consolidated financial
statements.

F-5

RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 2004 AND 2003

(Deficit)
Accumulated Accumulated
Common Stock Capital in During Other
----------------- Excess of Accumulated Development Comprehensive
Shares Amount Par Value (Deficit) Stage Income/(Loss) Totals
------ ------ --------- ----------- ----------- ------------- ------

Balance, December 31, 2002 813,028 $81,303 $1,595,509 ($947,820) ($405,309) $ -- $323,683
------- ------- ---------- --------- --------- ------- --------
Other Comprehensive Income/Loss
Changes in unrealized gain/loss -- -- -- -- -- (2,095) (2,095)
Net Loss -- -- -- -- (86,787) -- (86,787)
------- ------- ---------- --------- --------- ------- --------

Balance, December 31, 2003 813,028 $81,303 $1,595,509 ($947,820) ($492,096) ($2,095) $234,801
======= ======= ========== ========= ========= ======= ========

Other Comprehensive Income/Loss
Changes in unrealized gain/loss -- -- -- -- -- 6,092 6,092
Net Loss -- -- -- -- (48,260) -- (48,260)
------- ------- ---------- --------- --------- ------- --------

Balance, December 31, 2004 813,028 $81,303 $1,595,509 ($947,820) ($540,356) $3,997 $192,633
======= ======= ========== ======== ======== ========= ========

The accompanying notes are an integral part of these consolidated financial
statements.

F-6

RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS

Cumulative
Amounts from
Years Ended January 1, 2000 to
December 31, December 31,
2004 2003 2004

CASH FLOWS FROM OPERATING ACTIVITES
Net loss $ (48,260) $ (86,787) $(540,356)
Adjustments to reconcile net loss to net cash used in
operating activities:
Stock issuance for salary -- -- 96,000
Stock issuance for professional services -- -- 18,200
Stock options compensation -- -- 130,625
Realized (gain)loss on sales of investments (28,119) 248 (27,871)
Write-off of patent -- -- 18,724

Changes in assets and liabilities
Decrease (increase) in note and interest receivable -- -- 50,000
Increase (decrease) in accounts payable and accrued expenses 49,990 38,715 95,795
--------- --------- ---------

Net cash used in operating activities (26,389) (47,824) (158,883)
--------- --------- ---------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of investments (351,158) (111,955) (463,113)
Proceeds from sales of investments 378,099 60,032 438,130
--------- --------- ---------

Net cash provided by (used in) investing activities 26,941 (51,923) (24,983)
--------- --------- ---------

CASH FLOWS FROM FINANCING ACTIVITIES
Exercise of common stock warrants -- -- 5,625
--------- --------- ---------

Net cash provided by financing activities -- -- 5,625
--------- --------- ---------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 552 (99,747) (178,241)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIODS 246,418 346,165 425,211
--------- --------- ---------

CASH AND CASH EQUIVALENTS, END OF PERIODS $ 246,970 $ 246,418 $ 246,970
========= ========= =========

The accompanying notes are an integral part of these consolidated financial
statements.

F-7

RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
YEARS ENDED DECEMBER 31, 2004 AND 2003 AND
CUMULATIVE AMOUNTS FROM JANUARY 1, 2000 TO DECEMBER 31, 2004

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

During the year ended December 31, 2002, the Company charged to equity the
$130,625 value of employee stock options issued to the Company's President.

The accompanying notes are an integral part of these consolidated financial
statements.

F-8

RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

Ridgefield Acquisition Corp. (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.

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 nor revenue from any
source.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements of Ridgefield Acquisition Corp.
include the accounts of Bio-Medical Automation, Inc., its wholly owned
subsidiary. All intercompany transactions have been eliminated in
consolidation.

INCOME TAXES

The Company has adopted the provisions of SFAS 109, "Accounting for
Income Taxes". SFAS 109 requires recognition of deferred tax
liabilities and assets for the expected future tax consequences of
events that have been included in the financial statements or tax
returns. Under this method, the deferred tax liabilities and assets are
determined based on the difference between the financial statement and
tax basis of assets and liabilities using enacted tax rates in effect
for the year in which the differences are expected to reverse.

F-9

RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

LOSS PER COMMON SHARE

Basic loss per common share is calculated by dividing net loss by the
weighted average number of common shares outstanding during the year.
Diluted income per common share is calculated by adjusting outstanding
shares, assuming conversion of all potentially dilutive convertible
equity instruments consisting of options. There is no difference in the
calculation of basic and diluted loss per share for any period
presented since the inclusion of potentially dilutive convertible
equity instruments would be antidilutive.

CASH EQUIVALENTS

For purposes of reporting cash flows, the Company considers as cash
equivalents all highly liquid investments with a maturity of three
months or less at the time of purchase.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.

STOCK BASED COMPENSATION

The company accounts for its stock-based compensation using Accounting
Principles Board's Opinion No. 25 ("APB 25"). Under APB 25,
compensation expense is recognized for stock options with an exercise
price that is less than the market price on the grant date of the
option. For stock options with exercise prices at or above the market
value of the stock on the grant date, the Company adopted the
disclosure-only provisions of SFAS 123, "Accounting for Stock-Based
Compensation." The Company has adopted the disclosure-only provisions
of SFAS 123, for the stock options granted to the employees and
directors of the Company. In 2003, the Company issued an option to
Steven N. Bronson to purchase 150,000 shares of the Company's common
stock at the purchase price of $1.65, which was 110% percent of the
closing bid price on March 21, 2003 and such option is exercisable for
a period of 5 years. In 2002, the Company recognized compensation
expense of $130,625 for options granted to its President below the
market price, based on the difference

F-10

RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

between the exercise price and market price on the date of grant. Had
compensation expense for the options granted been determined based on
the fair value at the grant date for the options, consistent with the
provisions of SFAS 123, the Company's net loss and net loss per share
for the years ended December 31, 2004 and 2003 would have been
increased to the pro forma amounts indicated below:

2004 2003
Net loss
As reported $ (48,260) $ (86,787)
Pro forma (48,260) (230,097)

Net loss per share
As reported (.06) (.11)
Pro forma (.06) (.28)

The fair value of each option grant is estimated on the date of grant
using the Black-Scholes option-pricing model with the following
assumptions used for grants in fiscal 2004 and 2003: no dividend yield;
expected volatility of 90%; risk-free interest rate of 3%; and expected
life of five years for 2004 and one year for 2003.

PATENT COSTS

The Company had applied for a patent from the U.S. Patent Office for a
micro-robotic device under development. The costs associated with
obtaining this patent were capitalized and were to be amortized over
the life of the patent of seventeen years upon issuance of the patent.

The patent was the Company's sole asset of continuing operations. In
1999, the Company incurred research and development costs associated
with development of the micro-robotic device underlying the patent and
had, as of December 31, 1999, continued to assess the economic benefit
of continuing research and development activities or sale of the
patent.

In February 2000, the Company entered into an agreement with a
shareholder which resulted in a change in control of the Company. The
agreement specified that the Company owns certain intellectual property
consisting of the patent application and a related Technology License
Agreement. In June 2000, the Company decided not to pursue further
research and development or sale of the patent and wrote off the
capitalized costs.

In 2002, the Company received its patent for the micro-robotic device
from the U.S. Patent Office.

F-11

RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

FAIR VALUE

The carrying amount reported in the balance sheet for cash and cash
equivalents, investments, accounts payable and accrued expenses
approximates fair value because of the immediate or short-term nature
of these financial instruments.

CONCENTRATIONS OF CREDIT RISK

Financial instruments which potentially subject the Company to
concentrations of credit risk consist principally of cash and cash
equivalents. The Company maintains cash and cash equivalents accounts
at two financial institutions. The Company periodically evaluates the
credit worthiness of financial institutions, and maintains cash
accounts only in large high quality financial institutions, thereby
minimizing exposure for deposits in excess of federally insured
amounts.

RECENT ACCOUNTING PRONOUNCEMENTS

In December 2004, the FASB issued SFAS No. 123 (revised 2004),
"Share-Based Payment". SFAS 123 (revised 2004) requires companies to
recognize in the statement of operations the grant-date fair value of
stock options and other equity-based compensation. That cost will be
recognized over the period during which an employee is required to
provide service in exchange for the award, usually the vesting period.
Subsequent changes in fair value during the requisite service period,
measured at each reporting date, will be recognized as compensation
cost over that period. SFAS No. 123 (revised 2004) is effective in the
first interim or annual period beginning after June 15, 2005. The
Company will be required to adopt SFAS No. 123 (revised 2004) in its
third quarter of fiscal 2005. The Company is currently evaluating the
impact of the adoption of SFAS 123 (revised 2004) on the Company's
financial position and results of operations.

In November 2004, the FASB issued SFAS No. 151, "Inventory Costs, an
Amendment of ARB No. 43, Chapter 4." The standard requires that
abnormal amounts of idle capacity and spoilage costs should be
excluded from the cost of inventory and expensed when incurred. SFAS
No. 151 is effective for fiscal years beginning after June 15, 2005.
The Company does not expect the adoption of this standard to have a
material effect on its financial position or results of operations.

F- 12

RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 - BASIS OF ACCOUNTING / GOING CONCERN

The accompanying financial statements have been prepared on the basis
of accounting principles applicable to a going concern which
contemplates the realization of assets and extinguishment of
liabilities in the normal course of business. As shown in the
accompanying financial statements, the Company has accumulated a
deficit of $947,820 through December 31, 1999 and has incurred a
deficit since reentering the development stage, effective January 1,
2000, of $540,356. As discussed in Note 1, the Company, in 1999, sold
all of its assets relating to its historical line of business and
abandoned, in 2000, its efforts in the research and development of a
micro-robotic device. As of December 31, 2004, the Company has no
principal operations or revenue producing activities.

These factors indicate that the Company may be unable to continue in
existence. The Company's financial statements do not include any
adjustments related to the carrying value of assets or the amount and
classification of liabilities that might be necessary should the
Company be unable to continue in existence. The Company's ability to
establish itself as a going concern is dependent on its ability to
merge with another entity or acquire revenue producing activities.

NOTE 3 - INVESTMENTS

Investments are classified as available for sale according to the
provisions of Financial Accounting Standards Board Statement No. 115,
"Accounting for Certain Investments in Debt and Equity Securities."
Realized gains and losses are calculated using the original cost.
Investments at December 31, 2004, are comprised of common stocks which
had an aggregate cost of $52,853 and a fair market value of $56,850.
Those investments had cumulative unrealized gains of $3,997 at December
31, 2004. During 2004, the Company sold investments that had an
aggregate cost of $349,980 and an aggregate sales price of $378,099
which resulted in a realized gains of $28,119. During 2003, the
Company sold investments that had an aggregate cost of $60,280 and an
aggregate sales price of $60,032 which resulting in a realized loss of
$248.

NOTE 4 - STOCKHOLDERS' EQUITY

COMMON STOCK

Common shares issued for non-cash consideration are valued at the
trading price of the Company's common stock as of the date the shares
were approved for issuance.

F-13

RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 - STOCKHOLDERS' EQUITY (CONTINUED)

OPTIONS

The status of outstanding options granted by the Company is as follows:

No. Weighted Avg
of Exercise
Shares Price

Options Outstanding - December 31, 2003 150,000 1.65
(150,000) exercisable) -------

Options Outstanding - December 31, 2004 150,000 1.65
(150,000) exercisable) -------

The fair value of each option grant is estimated on the date of grant
using the Black-Scholes option-pricing model with the following
weighted-average assumptions used for grants in 2003: dividend yield of
0%; expected volatility of 90%; discount rate of 3.0%; and expected
life of 3.5 years for 2004. No options were exercised or forfeited
during 2004.

At December 31, 2004, the number of options exercisable was 150,000,
the weighted average exercise price of these options was $1.65, the
weighted average remaining contractual life of the options was 3.25
years and the exercise price was $1.65 per share.

At December 31, 2003, the number of options exercisable was 150,000,
the weighted average exercise price of these options was $1.65, the
weighted average remaining contractual life of the options was 4.3
years and the exercise price was $1.65 per share.

NOTE 5 - INCOME TAXES

At December 31, 2004 and 2003, the Company has net operating loss
carryforwards totaling approximately $1,000,000, that may be offset
against future taxable income through 2022. Due to the change in
control of the Company in March 2000, the Company's ability to realize
the tax benefits from the net operating losses and research and
development credits prior to that date may be significantly limited.

F-14

RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 - INCOME TAXES (CONTINUED)

The Company has fully reserved the tax benefits of these operating
losses and credits because the likelihood of realization of the tax
benefits cannot be determined. These carryforwards and credits are
subject to review by the Internal Revenue Service. The approximately
$400,000 tax benefit of the loss carryforward has been offset by a
valuation allowance of the same amount. Therefore, there is no current
or deferred tax expense for the years ended December 31, 2004 and 2003.
Of the total tax benefit of the loss carryforward, approximately $0 and
$38,000 is applicable to 2004 and 2003, respectively.

Temporary differences between the time of reporting certain items for
financial and tax reporting purposes are not considered significant by
management of the Company.

NOTE 6 - RELATED PARTY TRANSACTIONS

During 2004 and 2003 the Company incurred approximately $0 and $270,
respectively, in professional fees to a firm managed by a member of the
Board of Directors.

In November 2001, the Company entered into a Mergers and Acquisitions
Advisory Agreement with Catalyst Financial LLC ("Catalyst"), an entity
whose owner and principal is the President of the Company. Under the
terms of the agreement, Catalyst will earn a fee, as outlined in the
agreement, in the event the Company completes a merger. The agreement
is for a three year period, terminating November, 2004. As of December
31, 2004, no merger had been completed under the agreement (Also see
Note 8, below).

The President's employment agreement is renewable annually for one year
at an annual salary of $48,000. During 2003, the President was granted
an option to purchase 150,000 shares of the Company's common stock at
an exercise price of 110% of the closing market price as of the date of
grant, for a period of five years (Also see Note 8, below).

F-15

RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 - RELATED PARTY TRANSACTIONS (CONTINUED)

The Company used a portion of the premises occupied by Catalyst
Financial LLC, a full service brokerage, investment banking and
consulting firm, as its principal office in 2004 and 2003. 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 in 2004 and 2003. Catalyst
Financial LLC has agreed to waive the payment of any rent by the
Company for use of the offices.

NOTE 7 - SEGMENT REPORTING

In June 1997, SFAS 131, "Disclosure about Segments of an Enterprise and
Related Information" was issued, which amends the requirements for a
public enterprise to report financial and descriptive information about
its reportable operating segments. Operating segments, as defined in
the pronouncement, are components of an enterprise about which separate
financial information is available that is evaluated regularly by the
Company in deciding how to allocate resources and in assessing
performance. The financial information is required to be reported on
the basis that is used internally for evaluating segment performance
and deciding how to allocate resources to segments. The Company has no
reportable segments at December 31, 2004 and 2003.

NOTE 8 - SUBSEQUENT EVENT

On March 25, 2005, the Board of Directors (the "Board") of the Company
approved the following actions: (1) the Board approved a one (1) year
renewal of Mr. Bronson's employment agreement with the Company,
however, Mr. Bronson will no longer receive an annual salary of
$48,000 per year; (2) the Board agreed to issue Mr. Bronson that
number of shares of common stock of the Company at a price of $1.05
per share equal in value to Mr. Bronson's accrued salary; (3) the
Board approved the renewal of the Mergers and Acquisitions Advisory
Agreement (the "M&A Advisory Agreement") between the Company and
Catalyst Financial LLC ("Catalyst") for a period of three (3) years
commencing on April 1, 2005 and modified the M&A Advisory Agreement to
provide that Catalyst shall receive a monthly retainer fee in the
amount of $1,000 commencing on April 1, 2005 and continuing throughout
the term of the M&A Advisory Agreement and (4) the Board authorized
the issuance of the following securities: (a) to Steven Bronson an
option to purchase 100,000 shares of the Company's common stock at the
purchase price of $1.16, which was 110% percent of the closing bid
price on March 25, 2005 and such option is exercisable for a period of
5 years; (b) to Leonard Hagan an option to purchase 10,000 shares of
the Company's common stock at the purchase price of $1.16, which was
110% percent of the closing bid price on March 25, 2005 and such
option is exercisable for a period of 5 years; and (c) to Kenneth
Schwartz an option to purchase 10,000 shares of the Company's common
stock at the purchase price of $1.16, which was 110% percent of the
closing bid price on March 25, 2005 and such option is exercisable for
a period of 5 years. .

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