UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the quarterly period ended March 31, 2005.
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from to
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Commission File No. -- 0-16335
Ridgefield Acquisition Corp.
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(Exact Name of Small Business Issuer as Specified in its Charter)
Colorado 84-0922701
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
100 Mill Plain Road, Danbury, Connecticut 06811
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(Address of Principal Executive Offices)
(203) 791-3871
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(Issuer's Telephone Number, including area code)
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
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As of May 12, 2005, the Registrant had outstanding 920,773 shares of common
stock, par value $.10
Transitional Small Business Disclosure Format (check one):
Yes No X
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RIDGEFIELD ACQUISITION CORP.
(A Development Stage Company)
FORM 10-QSB
Page
PART I - FINANCIAL INFORMATION 3
Item 1. Financial Statements 3
Consolidated Balance Sheets as of March 31, 2005
(unaudited) and December 31, 2004 (audited) 3
Consolidated Statements of Operations and
Comprehensive Loss for the Three Months Ended
March 31, 2005 and 2004, Cumulative Amounts from
January 1, 2000 through March 31, 2005 (unaudited) 4
Consolidated Statements of Cash Flows for the Three Months
Ended March 31, 2005 and 2004, Cumulative Amounts
from January 1, 2000 through March 31, 2005 (unaudited) 5
Notes to Consolidated Financial Statements 6
Item 2. Management Discussion and Analysis or Plan of Operation 8
Item 3. Controls and Procedures 12
PART II - OTHER INFORMATION 13
Item 1. Legal Proceedings 13
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 13
Item 5. Other Information 13
Item 6. Exhibits & Reports on Form 8-K 14
SIGNATURES 15
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
March 31, 2005 Dec. 31, 2004
(Unaudited) (Audited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 189,161 $ 246,970
----------- -----------
TOTAL CURRENT ASSETS 189,161 246,970
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OTHER ASSETS
Investments 113,950 56,850
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TOTAL ASSETS $ 303,111 $ 303,820
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 14,065 $ 111,187
----------- -----------
TOTAL CURRENT LIABILITIES 14,065 111,187
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STOCKHOLDERS' EQUITY
Preferred Stock, $.10 par value; authorized - 1,000,000 shares
Issued - none -- --
Common Stock, $.10 par value; authorized - 5,000,000 shares
Issued and outstanding - 920,773 and 813,028 shares as
of March 31, 2005 and December 31, 2004, respectively 92,077 81,303
Capital in excess of par value 1,697,867 1,595,509
Accumulated deficit (947,820) (947,820)
Deficit accumulated during the development stage (557,275) (540,356)
Accumulated other comprehensive gain 4,197 3,997
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TOTAL STOCKHOLDERS' EQUITY 289,046 192,633
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TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 303,111 $ 303,820
=========== ===========
See accompanying notes to consolidated financial statements.
3
RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)
Three Months Ended Cumulative Amounts
March 31, from January 1, 2000
2005 2004 through March 31, 2005
REVENUES
Interest Income $ 892 $ 172 $ 26,759
Realized Gain on Investment -- -- 27,871
--------- --------- ---------
TOTAL REVENUE 892 172 54,630
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OPERATING EXPENSES
General and administrative 17,811 20,591 462,556
Stock Options -- -- 130,625
Write off of patent -- -- 18,724
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TOTAL EXPENSES 17,811 20,591 611,905
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NET LOSS (16,919) (20,419) (557,275)
OTHER COMPREHENSIVE GAIN/(LOSS)
Unrealized gain/(loss)on securities 200 (8,160) 6,906
Reclassification adjustment
for realized loss -- -- (2,709)
--------- --------- ---------
OTHER COMPREHENSIVE GAIN/(LOSS) 200 (8,160) 4,197
--------- --------- ---------
COMPREHENSIVE LOSS $ (16,719) $ (28,579) $(553,078)
========= ========= =========
NET LOSS PER COMMON SHARE
Basic and Dilutive $ (0.02) $ (0.03) $ (0.71)
========= ========= =========
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING
Basic and Dilutive 822,605 813,028 790,610
========= ========= =========
See accompanying notes to consolidated financial statements
4
RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Cumulative
Three Months Ended Amounts from
March 31, January 1, 2000
through March 31,
2005 2004 2005
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (16,919) $ (20,419) $(557,275)
Adjustment to reconcile net loss to net cash
used in operating activities
Stock issuance for salary 113,132 -- 209,132
Stock issued for professional services -- -- 18,200
Stock options compensation -- -- 130,625
Write-off of patent -- -- 18,724
Realized gain on investment -- -- (27,871)
Changes in assets and liabilities
Decrease in note and interest receivable -- -- 50,000
(Decrease)/Increase in accounts payable
and accrued expenses (97,122) 11,968 (1,327)
--------- --------- ---------
Net Cash Used in Operating Activities (909) (8,451) (159,792)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of Investments (56,900) -- (520,013)
Proceeds from Sale of Investments -- -- 438,130
--------- --------- ---------
Net Cash Used in Investing Activities (56,900) -- (81,883)
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CASH FLOWS FROM FINANCING ACTIVITIES
Exercise of common stock warrants -- -- 5,625
--------- --------- ---------
Net Cash Provided by Financing Activities -- -- 5,625
--------- --------- ---------
NET DECREASE IN CASH (57,809) (8,451) (236,050)
CASH, BEGINNING OF PERIODS 246,970 246,418 425,211
--------- --------- ---------
CASH, END OF PERIODS $ 189,161 $ 237,967 $ 189,161
========= ========= =========
See accompanying notes to consolidated financial statements.
5
RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The unaudited financial statements included herein were prepared from
the records of the Company in accordance with accounting principles generally
accepted in the United States of America and reflect all adjustments which are,
in the opinion of management, necessary to provide a fair statement of the
results of operations and financial position for the interim periods. Such
financial statements generally conform to the presentation reflected in the
Company's Form 10-KSB filed with the Securities and Exchange Commission for the
year ended December 31, 2004. The current interim period reported herein should
be read in conjunction with the Company's Form 10-KSB subject to independent
audit at the end of the year.
The results of operations for the three months ended March 31, 2005 are
not necessarily indicative of the results that may be expected for the year
ending December 31, 2005.
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION
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.
Commencing January 1, 2000, the Company is considered a development stage
company as defined by Statement of Financial Accounting Standards (SFAS) No.7,
as it has no principal operations or revenue from any source.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements of Ridgefield Acquisition Corp. include
the accounts of Bio-Medical Automation, Inc., its wholly owned subsidiary. All
inter-company transactions have been eliminated in consolidation.
The accompanying financials statements as of March 31, 2005 and for the three
months then ended include the accounts of the Company and its wholly owned
subsidiary. All inter-company accounts and transactions have been eliminated in
consolidation.
6
PRINCIPLES OF CONSOLIDATION (cont.)
The Company has accumulated a deficit since reentering the development stage, on
January 1, 2000, of $557,275 through March 31, 2005. In 1999, the Company sold
all of its assets relating to its historical line of business and in 2000
abandoned its research and development efforts on a micro-robotic device. As of
March 31, 2005, the Company has no principal operations or revenue producing
activities. The Company is now pursuing an acquisition strategy whereby it is
seeking to arrange for a merger, acquisition or other business combination with
a viable operating entity.
Note 2 - NEW ACCOUNTING STANDARD
In December 2004, the Financial Accounting Standards Board 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. In
April 2005, the SEC extended the effective date for SFAS No. 123 (revised 2004)
for public companies, to the beginning of a registrant's next fiscal year that
begins after June 15, 2005. The Company will be required to adopt SFAS No. 123
(revised 2004) in its first quarter of fiscal 2006. Adoption of this SFAS is not
expected to have a material impact on the Company's consolidated financial
condition or results of operations.
NOTE 3 - RELATED PARTY TRANSACTIONS
On March 25, 2005, the Board of Directors renewed the President's employment
agreement through March 23, 2006 with the modification that the President will
no longer receive an annual salary of $48,000. The Board also agreed to pay the
President's accrued salary of $113,132 through the issuance of 107,745 shares at
fair value of the Company's common stock.
On March 25, 2005, the Board of Directors 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
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. 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. On March 25, 2005, the Company
issued to Steven N. Bronson, the Company's President, 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. All of the
above described options are exercisable for a period of 5 years and resulted in
no expense to the Company.
Since January 5, 2004, for its principal office the Company is using a portion
of the premises occupied by Catalyst Financial LLC, located at 100 Mill Plain
Road, Danbury, Connecticut 06811. 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. The Company has not paid any rent for its principal office for
the quarters ended March 31, 2005 and 2004.
7
Item 2. Management Discussion and Analysis or Plan of Operation
The following discussion and analysis provides information which the
Company's management believes to be relevant to an assessment and understanding
of the Company's results of operations and financial condition. This discussion
should be read together with the Company's financial statements and the notes to
financial statements, which are included in this report, as well as the
Company's Annual Report on Form 10-KSB for the year ended December 31, 2004.
Ridgefield Acquisition Corp. ("RAC" or the "Company") was incorporated
as a Colorado corporation on October 13, 1983. 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 three month periods ended March 31, 2005 and 2004 and the period from
January 1, 2000 through March 31, 2005, the Company has earned no revenues other
than interest income from cash investments.
8
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 and there can be no assurance that the Company will ever
successfully arrange for a merger, acquisition, business combination or other
arrangement.
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, and 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.
9
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. There can be no assurances that the Subsidiary will successfully
develop and/or exploit the technology covered by the Patent.
Investment Strategy
-------------------
On August 25, 2003, the Board of Directors of the Company authorized
the Company to invest a portion of the Company's cash in marketable securities
in an effort to realize a greater rate of return than the Company is currently
earning in light of historically low interest rates. The Board directed that
management maintain at least $40,000 of the Company's cash in a federally
insured bank or money market account.
10
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 March 31, 2005, the Company owned securities valued
at $113,950. Such securities had an unrealized gain of $200 for the quarter
ended March 31, 2005. The Company's investment in securities is subject to all
of the risks associated with equity investing, including a loss of monies
invested. There can be no assurance that the Company will be able to obtain a
profitable return on its investments.
Results of Operations
---------------------
For the three months ended March 31, 2005, the Company has not earned any
revenues, except for interest income of $892. For the same period the Company
incurred general and administrative expenses of $17,811 resulting in a net loss
from operations equal to $16,919. General and administrative expenses were and
have been directed to maintaining the Company's status as a public company,
including (without limitation) filing reports with the Securities and Exchange
Commission. On March 31, 2005, the Company had invested $113,950 in accordance
with its Investment Strategy. Such securities had an unrealized gain of $200 for
the quarter ended March 31, 2005.
Liquidity and Capital Resources
-------------------------------
During three months ended March 31, 2005, the Company satisfied its
working capital needs from cash on hand at the beginning of the quarter and cash
generated from interest income during the quarter. As of March 31, 2005, the
Company had on hand cash in the amount of $189,161.
The Company's future financial condition will be subject to: (1) its
ability to arrange for a merger, acquisition or a business combination with an
operating business on favorable terms that will result in profitability, or (2)
its ability to successfully develop and exploit the Patent. There can be no
assurance that the Company will be able to do so or, if it is able to do so,
that the transaction will be on favorable terms not resulting in an unreasonable
amount of dilution to the Company's existing shareholders.
The Company may need additional funds in order to effectuate a merger,
acquisition or other arrangement by and between the Company and a viable
operating entity, although there is no assurance that the Company will be able
to obtain such additional funds, if needed. Even if the Company is able to
obtain additional funds there is no assurance that the Company will be able to
effectuate a merger, acquisition or other arrangement by and between the Company
and a viable operating entity.
11
The Company may need additional funds in order to develop and
commercially exploit the Patent, although there is no assurance that the Company
will be able to obtain such additional funds, if needed. Even if the Company is
able to obtain additional funds there is no assurance that the Company will be
able to develop and commercially exploit the Patent.
Except for historical information contained herein, the statements in
this report are forward-looking statements that are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995. You
can identify these forward-looking statements when you see words such as
"expect," "anticipate," "estimate," "may," "believe," and other similar
expressions. These statements are not guarantees of future performance and are
subject to certain risks, uncertainties and assumptions that are difficult to
predict. Actual results could differ materially from those projected in the
forward-looking statements. Forward-looking statements involve known and unknown
risks and uncertainties, which may cause the Company's actual results in future
periods to differ materially, from forecasted results. These and other risks are
described elsewhere herein and in the Company's other filings with the
Securities and Exchange Commission, namely the Company's Annual Report on Form
10-KSB for the year ended December 31, 2004.
Item 3. Controls and Procedures
Disclosure controls and procedures are controls and other procedures
that are designed to ensure that information required to be disclosed by us in
the reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the
Securities and Exchange Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by us in the reports that we
file under the Exchange Act is accumulated and communicated to our management,
including our principal executive and financial officer, as appropriate to allow
timely decisions regarding required disclosure.
Evaluation of disclosure and controls and procedures. Based on their
evaluation of the Company's disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the
period covered by this quarterly report on Form 10-QSB the Company's chief
executive officer has concluded that the Company's disclosure controls and
procedures are designed to ensure that information required to be disclosed by
the Company in the reports that it files or submits under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in the SEC's rules and forms and are operating in an effective manner.
Changes in internal controls over financial reporting. There were no
changes in the Company's internal controls over financial reporting or in other
factors that have materially affected, or are reasonably likely to materially
affect, the Company's internal control over financial reporting.
12
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
During the quarter ended March 31, 2005, the Company was not a party to
any material legal proceedings.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On March 25, 2005, the Company issued 107,745 shares of the Company's
common stock valued at $1.05 per share to pay the President's accrued salary of
$113,132 through March 23, 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 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.
On March 25, 2005, the Company issued to Steven N. Bronson, the
Company's President, 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.
The above securities were all issued in reliance on Section 4(2) of the
Securities Act of 1933, as amended.
Item 5. Other Information
On March 24, 2001, the Company entered into an Employment Agreement
with Steven N. Bronson, the President of the Company. 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. 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 through March 23, 2006,
and modified the agreement to provide that Mr. Bronson shall no longer entitled
to receive an annual salary.
On March 25, 2005, the Board of Directors authorized management of the
Company to enter into a three year Mergers and Acquisitions Advisory Agreement
(the "M&A Advisory Agreement") with Catalyst Financial LLC ("Catalyst
Financial"), a full service securities brokerage, investment banking and
consulting firm, owned by Steven N. Bronson, the Company's president commencing
on April 1, 2005. Pursuant to the M&A Advisory Agreement, Catalyst Financial
agreed to provide consulting services to the Company 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. In addition to the M&A Fee 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. The M&A Advisory Agreement replaces a previous mergers and
acquisitions advisory agreement the Company had with Catalyst Financial, which
expired by its terms in November 2004
13
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
The following exhibits are hereby filed as part of this Quarterly
Report on Form 10-QSB or incorporated herein by reference.
3.1 Articles of Incorporation, incorporated by reference to Registration
Statement No. 33-13074-D as Exhibit 3.1.
3.2 Amended Bylaws adopted June 1, 1987, incorporated by reference to Annual
Report on Form 10-K for the fiscal year ended December 31, 1987 as Exhibit
3.2.
3.4 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.
14
10.14 Mergers and Acquisitions Advisory Agreement, dated as of November 13,
2001, between Bio-Medical Automation, Inc. and Catalyst Financial LLC
incorporated by reference to the Annual Report on Form 10-KSB for the year
ended December 31, 2001.
14 Code of Ethics incorporated by reference to the Annual Report on Form
10-KSB for the year ended December 31, 2003.
31* President's Written Certification Of Financial Statements Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
32* President's Written Certification Of Financial Statements Pursuant to 18
U.S.C. Statute 1350
--------------------------------
* Filed herewith
b) Reports on Form 8-K.
On January 14, 2005, the Company filed a current report on Form 8-K,
disclosing a change of its independent auditors, such report is incorporated
herein by reference.
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant
caused this Report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated: May 13, 2005
RIDGEFIELD ACQUSITION CORP.
By: /s/ Steven N. Bronson
------------------------------------
Steven N. Bronson, President
(Principle Executive Officer),
as Registrant's duly authorized officer
15
EXHIBIT INDEX
The following Exhibits are filed herewith:
Exhibit
Number Description of Document
------ -----------------------
31 President's Statement Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
32 President's Written Certification Of Financial Statements
Pursuant to 18 U.S.C. Statute 1350.