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, 2005

[ ] 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 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) (Zip Code)

Issuer's telephone number: (203) 791-3871

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act: None

Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act. [ ]

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2)has been
subject to such filing requirements for the past 90 days.

Yes [X] No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of the 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. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

Yes [X] No [ ]

The issuer's revenues for fiscal year ended December 31, 2005 were: $8,094.

As of March 16, 2006, the aggregate market value of the voting stock held by
non-affiliates of the registrant, based upon the average bid and ask prices of
such stock on that date was $619,562. Shares of common stock held by each
officer and director and by each person who owns 10% or more of the outstanding
common stock have been excluded in that such persons may be deemed to be
affiliates. This determination of affiliate status is not necessarily conclusive
and does not constitute an admission of affiliate status.

As of March 22, 2006, there were issued and outstanding 1,140,773 shares of the
registrant's common stock, par value $.00001 per share.

Transitional Small Business Disclosure Format (check one) Yes [ ] No [X]

RIDGEFIELD ACQUISITION CORP.
FORM 10-KSB

Table of Contents
Page

PART I 4

ITEM 1. DESCRIPTION OF BUSINESS. 4

Employees. 6

Risk Factors Affecting Operating Results and
Market Price of Stock. 7

ITEM 2. DESCRIPTION OF PROPERTY. 13

ITEM 3. LEGAL PROCEEDINGS. 13

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. 13

PART II 14

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS. 14

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION. 16

ITEM 7. FINANCIAL STATEMENTS. 21

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE. 21

ITEM 8A. CONTROLS AND PROCEDURES. 21

ITEM 8B. OTHER INFORMATION. 21

PART III 22

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT. 22

ITEM 10. EXECUTIVE COMPENSATION. 24

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS. 27

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. 28

ITEM 13. EXHIBITS. 28

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES. 30

SIGNATURES. 31

PART I

ITEM 1. DESCRIPTION OF BUSINESS.

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 years ended December 31, 2005 and 2004 and the period from January 1, 2000
through December 31, 2005, 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 and there can be no assurance that the Company will ever
successfully complete 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.

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 on December 2, 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 may be reviewed at the United States
Patent and Trademark Office's website at www.uspto.gov. The Patent will remain
in effect until December 2, 2018, which is twenty (20) years after the initial
filing date for the Patent, provided all appropriate maintenance fees are paid.

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"). The Articles of Incorporation of
Bio-Medical Automation, Inc. a Nevada corporation are attached hereto as Exhibit
3.6 and is incorporated herein by reference. The Board of Directors of the
Company authorized management of the Company to transfer and assign 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.

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.

The Company has investments in a brokerage account with Catalyst. As of
December 31, 2005, the Company owned securities valued at $64,500. Such
securities had an accumulated other comprehensive gain totaling $4,928 at
December 31, 2005 and a realized gain on sale of investments of $3,751 during
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.

Employees
---------

As of March 22, 2006, 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, 2005 and December 31, 2004.
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(an "Acquisition") with a target company (a "Target") or
through the Subsidiary's successful exploitation of the Patent. There can be no
assurance that any 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
----------------------------------------------------------

As of March 22, 2006, Mr. Bronson beneficially owns and controls
976,116 shares of common stock of the Company, including options to purchase
150,000 shares of common stock, representing approximately 75.6% of the issued
and outstanding shares of common stock and approximately 75.6% 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 22, 2006, the Company had
1,140,773 shares of common stock issued and outstanding and 3,859,227 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. DESCRIPTION OF PROPERTY

Since January 5, 2004, the Company has maintained its principal offices
at 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, 2005
and December 31, 2004.

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, 2005.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

(a) MARKET INFORMATION. The Company's common stock is quoted on the
Over-The-Counter Bulletin Board and traded under the symbol "RDGA". The
following table sets forth the range of high and low 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 ($) Low ($)
------------------ ------------ -----------
2005
First Quarter 1.05 1.05
Second Quarter 1.05 1.05
Third Quarter 1.05 1.05
Fourth Quarter 3.00 1.05

2004
First Quarter 1.50 .85
Second Quarter 2.00 1.15
Third Quarter 1.75 1.05
Fourth Quarter 1.05 1.05

As of March 16, 2006, the bid and ask price of the Company's common
stock was $1.75 and $3.00, respectively.

(b) HOLDERS. As of March 16, 2006, the Company had approximately 652
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

The following information relates to sales of unregistered securities
by the Company during the fiscal year ended December 31, 2005. All of these
sales of securities were made in reliance upon an exemption from the
registration provisions of the Securities Act of 1933 set forth in Sections
4(2), 4(6) and/or 3(b) thereof and the rules and regulations under the
Securities Act of 1933, including Regulation D, as transactions by an issuer not
involving any public offering and/or sales to a limited number of purchasers who
were acquiring such securities for their own account for investment purposes and
not with a view to the resale or distribution thereof.

On March 25, 2005, the Board of Directors of the Company resolved to pay
the accrued salary owed to Mr. Bronson in the amount of $113,132 through the
issuance of 107,745 shares of the Company's common stock at a price of $1.05 per
share.

On December 8, 2005, the Company entered into a stock purchase
agreement (the "Agreement") with RAM Capital Management Trust I ("RAM Capital").
Pursuant to the Agreement, the Company agreed to sell RAM Capital 100,000
restricted shares of the Company's common stock, $.10 par value (the "Shares"),
at a purchase price of $1.65 per share. On December 22, 2005, the Company
received RAM Capital's check in the amount of $165,000 as payment of the
purchase price for the Shares pursuant to the Agreement. The sale of the Shares
are restricted securities and were issued by the Company in a private
transaction pursuant to Section 4(2) of the Securities Act of 1933. This
transaction was previously disclosed by the Company in a current report on Form
8-K, filed on December 27, 2005, and such report is incorporated herein by
reference.

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 penny
stocks 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. MANAGEMENT'S DISCUSSION AND ANALYSIS OR 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 to 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 than the Company was 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, 2005, the Company owned securities
valued at $64,500 and generated investment income of $3,751 and has an
accumulated other comprehensive gain of $4,928. 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, 2005 ("Fiscal 05"), the Company
earned no revenues from operations and generated interest income of $4,343,
compared to no revenues from operations and interest income in the amount of
$1,192 for the year ended December 31, 2004 ("Fiscal 04").

During Fiscal 05, the Company incurred expenses of $47,542, a decrease
of $30,029 compared to expenses of $77,571 for Fiscal 04. On December 31, 2005,
the Company had invested $64,500 in accordance with its Investment Strategy, and
as of that date the Company had investment income of $3,751 and a 2005
unrealized gain of $931 based on its investment in securities.

For Fiscal 05 the Company incurred a net operating loss of $39,448
compared to a net operating loss of $48,260 for Fiscal 04.

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

During Fiscal 05, the Company satisfied its working capital needs from
cash on hand at the beginning of the year, investment income generated from cash
and investments and cash proceeds from the sale of common stock (see "Recent
Sales of Unregistered Securities" section, below) during the year. As of
December 31, 2005, the Company had working capital of $432,248. 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.

Subsequent Event
-----------------

On January 31, 2006, the Board of Directors of the Company directed the
officers of the Company to take and approve the following corporate action with
respect to the Company's wholly owned subsidiary Bio-Medical Automation, Inc., a
Nevada corporation ("Bio-Medical NV" or the "Subsidiary"):

1. Appoint the following persons to be on the Board of Directors of
the Subsidiary for a term of one year or until their successor is
appointed and duly qualified: (a) Steven N. Bronson; (b) Alan
Rosenberg; and (c) Louis Meade.

2. Appoint Steven N. Bronson as the president, treasurer and
secretary of the Subsidiary.

3. Open a bank account at Bank of America or some other banking
institution for the Subsidiary.

4. Ratify the By-laws of the Subsidiary in the form that was
presented to the Board.

Additionally, the Board of Directors of the Company authorized the
officers of the Company to deposit $50,000 of the Company's assets in the
Subsidiary's bank account.

The Company took the foregoing action to further its plans to exploit
the Patent owned by the Subsidiary. Additionally, in furtherance of the
Company's plan to exploit the Patent, the Company may spinoff the Subsidiary to
the Company's shareholders so that the Subsidiary may be better able to obtain
the financing necessary to exploit the Patent.

As of March 22, 2006, Bio-Medical NV has 45,000,000 shares of capital
stock authorized for issuance consisting of (1) 40,000,000 share of common stock
par value $.001 per share; and (2) 5,000,000 shares of preferred stock par value
$.01 per share. Bio-Medical NV has 5,000,000 shares of its common stock issued
and outstanding, all of which are owned by the Company. Bio-Medical NV has no
shares of preferred stock issued or outstanding.

The following table sets forth the name, age and position of each of
the directors, executive officers and significant employees as of March 22, 2006
with respect Bio-Medical NV. Each director will on the Board of Directors of the
Subsidiary for a term of one year or until their successor is appointed and duly
qualified at the next annual meeting of Subsidiary's stockholders or until his
or her successor has been elected and qualified. The Subsidiary's executive
officers are appointed by, and serve at the discretion of, the Board of
Directors.

Name Age Position
------------------ ----- --------------------
Steven N. Bronson 41 Chairman, President, Treasurer and Secretary
Alan Rosenberg 36 Director
Louis Meade 50 Director

Steven N. Bronson has served as a director of the Company since
March 3, 2003. Mr. Bronson is also a director 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.

Alan Rosenberg has served as a director of Bio-Medical NV since January
31, 2006. Mr. Rosenberg currently serves as an Agency Chief Information Officer
for the City of New York's Department of Small Business Services. Prior to that,
he was a Director in the Office of the CIO for the Department of Information
Technology and Telecommunications for the City of New York. He also served as
the Deputy Director of Management Information Systems (MIS) for the City of New
York, Office of the Mayor. Mr. Rosenberg graduated from Polytechnic University
with a MS in the Management of Technology and holds a BA from The Ohio State
University. In addition, Mr. Rosenberg is a director of 4net Software, Inc., a
publicly traded corporation.

Louis Meade has served as a director of Bio-Medical NV since
January 31, 2006. Mr. Meade has extensive experience in the development,
funding and operation of small businesses. Mr. Meade is currently the
Chairman and Chief Executive Officer of Private Company Marketplace, Inc.,
which offers a centralized information clearinghouse and trading platform
for Accredited Investors who have invested in private companies. Mr. Meade
brings over twenty-five years experience in private and public companies.
Mr. Meade was a founding member and investor in Anthrogenesis, Inc., a
company which was sold to Celgene (CELG-Nasdq) in 2002 for $ 70 million
dollars. In his dealings with public companies Mr. Meade had worked for the
American Stock Exchange for three years and was responsible for listing
companies on the American Stock Exchange. He is Series 7 and Series 63
registered. Mr. Meade has also worked on numerous offerings. Mr. Meade holds
an M.B.A. from Pace University and has a B.B.A. from Benard M. Baruch College.

No director, executive officer, promoter or control person of
Bio-Medical NV 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 Subsidiary.

Bio-Medical NV's Board of Directors does not have any committees.

Bio-Medical NV has never paid any compensation it is directors.

Bio-Medical NV has not entered into any Employment Agreements. Steven
N. Broson, the Chairman and President of the Company serves as the sole officer
of Bio-Medical NV without any salary or written employment agreement.

A copy of the Articles of Incorporation and By-Laws of Bio-Medical NV
are attached hereto as Exhibit 3.6 and Exhibit 3.7, respectively.

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-17.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

None

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.

ITEM 8B. OTHER INFORMATION

Subsequent Event
----------------

On March 14, 2006, the Board of Directors of the Company approved and
authorized management to engage Atlas Stock Transfer, Corporation ("Atlas") as
its transfer agent and to terminate the Company's engagement of Computershare
Investor Services, Inc. Atlas's address is 5899 South State Street, Salt Lake
City, Utah 84107 and their telephone number is (801) 266-7151. Attached hereto
as Exhibit 10.16 is a copy of the Company's Appointment of Atlas as its transfer
agent, which is incorporated herein by reference.

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
31,2005. 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 40 Chairman, Chief Executive Officer and President
Leonard Hagan 54 Director
Kenneth Schwartz 50 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 fifteen 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., K & Z
Patners LLC and Fieldstone Services Corp. 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, 2005, the Board of Directors
held 4 meetings. In view of the Company's lack of operations, during the year
ended December 31, 2005, the Board of Directors did not form any committees.
During the fiscal year ended December 31, 2005, 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. Due the size of the Company and its lack of
current operations, the Audit Committee has not designated a financial expert.

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, 2005, 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 2005 $11,912 0 100,000(2)
2004 $48,000 0 0
2003 $48,000 0 150,000(3)
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 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. Such option
vested immediately and was exercisable for a period of 5 years. This option was
exercised by Mr. Bronson on February 24, 2006.

(3) 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. Such
option vested immediately and is exercisable for a period of 5 years.

On March 25, 2005, the Board of Directors of the Company agreed to pay
the accrued salary in the amount of $113,132 to Mr. Bronson through the issuance
of 107,745 shares of the Company's common stock at fair market value.

Option/SAR Grants in Last Fiscal Year

The following table contains certain information regarding grants of
stock options to Named Executive Officers during the fiscal year ended December
31, 2005. The stock options listed below were granted without tandem stock
appreciation rights. We have no freestanding stock appreciation rights
outstanding.

Number of Percent of
Securities Total Options/
Underlying SARs Granted to
Name Options/SARs Employees Exercise or Expiration
Granted (#) in Fiscal Year Base Price ($/Sh) Date
------------------ ----------- --------------- ----------------- --------------

Steven N. Bronson 100,000(1) 100% $1.16 March 24, 2010

-------------------

(1) On February 24, 2006, Mr. Bronson exercised this option to purchase 100,000
shares of the Company's common stock at the purchase price of $1.16.

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 2005 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, 2005, by each of the Named Executive Officers.

Number Number of Securities Value of Unexercised
Of Shares 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 (1)
------------------ ----------- -------- -------------------------- ---------------------

Steven N. Bronson
Chairman, CEO
and President 0 0 250,000 $0

-------------------

(1) 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, 2005, no cash compensation was paid
to our directors for their services as directors. However, on March 25, 2005,
the Company issued options to Leonard Hagan and Kenneth Schwartz 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, for services
rendered to the Company. Such options vested immediately and are exercisable for
a period of 5 years commencing on March 25, 2005.

Subsequent Event
----------------

On February 24, 2006, Messrs: Hagan and Schwartz each exercised their
option to purchase 10,000 shares of the Company's common stock at the purchase
price of $1.16.

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 2001 employment agreement is attached as
Exhibit 10.13 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, and modified the agreement to provide that Mr.
Bronson shall no longer be entitled to receive a salary of $48,000 per year.
Also on March 25, 2005, the Board of Directors of the Company agreed to pay the
Steven N. Bronson's accrued salary of $113,132 through the issuance of 107,745
shares at fair value of the Company's common stock. 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. Such option vested
immediately and is exercisable for a period of 5 years.

Subsequent Event
----------------

On February 24, 2006, Mr. Bronson exercised his option to purchase
100,000 shares of the Company's common stock at the purchase price of $1.16.

On March 28, 2006, the Company entered into a new employment agreement
with Steven N. Bronson appointing Mr. Bronson to serve as the chief executive
officer and the president of the Company for the period April 1, 2006 through
March 31, 2007. The agreement provides that Mr. Bronson will not receive a
salary, however, the Board of Directors may determine to compensate Mr. Bronson.
The term of the agreement is for a one (1) year period and the agreement
automatically renews for additional one (1) year periods provided it is not
terminated. A copy of the agreement is attached hereto as Exhibit 10.17, and is
incorporated herein by reference.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth as of March 22, 2006, 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 976,116(2)(3) 75.6%
and President

Kenneth Schwartz Director 32,500(4) 2.8%

Leonard Hagan Director 15,000 1.3%

RAM Capital
Management Trust I(5) Beneficial Owner 100,000 8.8%

All directors and executive
officers a group (3 persons) 1,123,616 79.8%
-----------------------------

(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 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 also includes 34,211 shares of common stock owned by Mr.
Bronson's 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.

(5) RAM Capital Management Trust I is a trust organized and existing under the
laws of the State of Florida, and has it principal address at 5700 White Hickory
Circle, Tamarac, Florida 33319.

Subsequent Event
-----------------

On February 24, 2006: (1) Mr. Bronson exercised his option to purchase
100,000 shares of the Company's common stock at the purchase price of $1.16; (2)
Mr. Hagan exercised his option to purchase 10,000 shares of the Company's common
stock at the purchase price of $1.16; and (3) Mr. Schwartz exercised his option
to purchase 10,000 shares of the Company's common stock at the purchase price of
$1.16.

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, 2005.

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 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. The M&A Advisory Agreement expired by its
own terms in November 2004.

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.

Subsequent Event
----------------

On January 31, 2006, the Board of Directors of the Company directed the
officers of the Company to amend the M&A Advisory Agreement to provide
sub-paragraph 3.(A)(entitled Monthly Fee) of the M&A Advisory Agreement shall be
amended to provided that monthly fee payable by the Company to Catalyst
Financial during the one year period from February 1, 2006 though January 31,
2007 shall be increased from $1,000 per month to $5,000 per month. Thereafter,
the Company shall pay a monthly fee in the amount of $1,000 to Consultant on the
first day of each month commencing on February 1, 2007 and continuing through
March 1, 2008. A copy of the Addendum to the M&A Advisory Agreement is attached
hereto as Exhibit 10.18 and is incorporated herein by reference.

ITEM 13. 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.

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 the Company's Current
Report on Form 8-K reporting an event of March 9, 1999.

3.6* Articles of Incorporation of Bio-Medical Automation, Inc. a Nevada
corporation, the Company's wholly owned subsidiary.

3.7* By-laws of Bio-Medical Automation, Inc. a Nevada corporation, the
Company's wholly owned subsidiary.

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, April 1, 1996.

10.6 Form of Security Agreement, April 1, 1996.

10.7 Form of Common Stock Purchase Warrant, April 1, 1996.

10.8 Form of Promissory Note, July 1, 1996.

10.9 Form of April 1, 1996 Promissory Note Extension, October 17, 1996.

10.10 Form of Common Stock Purchase Warrant, October 10, 1996.

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.

10.15 Mergers and Acquisitions Advisory Agreement, dated as of April 1,
2005, between Ridgefield Acquisition Corp. and Catalyst Financial LLC.

10.16* Appointment of Atlas Stock Transfer Agent Corporation as the transfer
Agent for Ridgefield Acquisition Corp.

10.17* Employment Agreement between Ridgefield Acquisition Corp. and
Steven N. Bronson, dated as of March 28, 2006.

10.18* Addendum, dated as of February 1, 2006, to Mergers and Acquisitions
Advisory Agreement, dated as of April 1, 2005, between Ridgefield
Acquisition Corp. and Catalyst Financial LLC.

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

Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

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

The aggregate fees billed to the Company for professional services
rendered by principal accountants for the audit of our annual financial
statements and review of our quarterly financial statements was $9,100 and
$8,250 for fiscal years 2005 and 2004, 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 years 2005
and 2004.

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 2005.

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 28, 2006

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 28, 2006
of the Board of Directors
Principal Executive Officer
March 28, 2006

/s/ Leonard Hagan
---------------------------------
Leonard Hagan
Director
March 28, 2006

EXHIBIT INDEX

The following Exhibits are filed herewith:

Exhibit
Number Description of Document
------ -----------------------
3.6 Articles of Incorporation of Bio-Medical Automation, Inc. a
Nevada corporation incorporated by reference to the Company's
Current Report on Form 8-K reporting an event of March 3, 2003.

3.7 By-laws of Bio-Medical Automation, Inc. a Nevada corporation.

10.16 Appointment of Atlas Stock Transfer Agent Corporation as the
transfer Agent for Ridgefield Acquisition Corp.

10.17 Employment Agreement between Ridgefield Acquisition Corp. and
Steven N. Bronson, dated as of March 28, 2006.

10.18 Addendum, dated as of February 1, 2006, to Mergers and
Acquisitions Advisory Agreement, dated as of April 1, 2005,
between Ridgefield Acquisition Corp. and Catalyst Financial LLC.

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

Report of Independent Registered Public Accounting Firm F - 2

Consolidated Balance Sheet
December 31, 2005 F - 3

Consolidated Statements of Operations and Comprehensive Gain (Loss)
Years Ended December 31, 2005 and 2004
and Cumulative Amounts from January 1, 2000 to December 31, 2005 F - 4

Consolidated Statements of Stockholders' Equity
Years Ended December 31, 2005, 2004, 2003, 2002, 2001 and 2000 F - 5 - F - 6

Consolidated Statements of Cash Flows
Years Ended December 31, 2005 and 2004
and Cumulative Amounts from January 1, 2000 to December 31, 2005 F - 7 - F - 8

Notes to Consolidated Financial Statements F - 9 - F - 17

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, 2005,
and the related consolidated statements of operations and comprehensive gain
(loss), stockholders' equity, and cash flows for each of the years in the
two-year period ended December 31, 2005 and for the period from January 1, 2000
to December 31, 2005. 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 audits.

We conducted our audits 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. The Company
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audits included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate under the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such opinion. 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, 2005, and the results
of their operations and their cash flows for each of the years in the two-year
period ended December 31, 2005 and for the period from January 1, 2000 to
December 31, 2005, 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 raise 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 17, 2006

F-2

RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2005

ASSETS

CURRENT ASSETS

Cash and cash equivalents 375,778

Investments 64,500
-----------

Total Assets $ 440,278
===========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable and accrued expenses $ 8,030
-----------

Total Current Liabilities 8,030
-----------

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 - 1,020,773 shares 102,077
Capital in excess of par value 1,852,867
Accumulated deficit (947,820)
Deficit accumulated during the development stage (579,804)
Accumulated other comprehensive gain 4,928
-----------

432,248
-----------

Total Liabilities and Stockholders' Equity $ 440,278
===========

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

F-3

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,
2005 2004 2005

REVENUES
Interest income $ 4,343 $ 1,192 $ 30,210
Realized gain (loss) on sale of investments 3,751 28,119 31,622
--------- --------- ---------
Total Revenues 8,094 29,311 61,832
--------- --------- ---------

OPERATING EXPENSES
General and administrative 47,542 77,571 492,287
Employee stock options -- -- 130,625
Write-off of patent -- -- 18,724
--------- --------- ---------
Total Expenses 47,542 77,571 641,636
--------- --------- ---------

NET LOSS (39,448) (48,260) (579,804)
--------- --------- ---------

OTHER COMPREHENSIVE GAIN (LOSS)
Unrealized gain (loss) on securities (3,751) 9,049 2,955
Reclassification adjustment for realized
gain/loss 4,682 (2,957) 1,973
--------- --------- ---------
Other comprehensive gain (loss) 931 6,092 4,928
--------- --------- ---------

COMPREHENSIVE LOSS $ (38,517) $ (42,168) $(574,876)
========= ========= =========

NET LOSS PER COMMON SHARE
Basic and dilutive $ (0.04) $ (0.06) $ (0.72)
========= ========= =========

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING -
Basic and dilutive 903,164 813,028 808,046
========= ========= =========

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 STOCKHOLDERS' EQUITY

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

Balance, January 1, 2000 643,128 $ 64,313 $1,312,049 $ -- $ -- ($947,820) $ -- $ -- $428,542
======= ======== ========== ========= ========= ========= ========= ========= ========
Issuance of common stock to
officer for deferred
compensation, valued at $.75
per share 64,000 6,400 41,600 -- (48,000) -- -- -- --
Deferred compensation earned -- -- -- -- 37,000 -- -- -- 37,000
Net (loss) -- -- ($108,400) -- -- -- -- -- (108,400)
------- -------- ---------- --------- --------- --------- --------- --------- --------
Balance, December 31, 2000 707,128 $ 70,713 $1,353,649 -- (11,000) (947,820) (108,400) -- 357,142
======= ======== ========== ========= ========= ========= ========= ========= ========
Issuance of common stock to
officerfor deferred
compensation, valued at $1.25
per share 38,400 3,840 44,160 -- (48,000) -- -- -- --
Deferred compensation earned -- -- -- -- 48,000 -- -- -- 48,000

Issuance of common stock for
services, valued at $1.82
per share 10,000 1,000 17,200 -- -- -- -- -- 18,200
Exercise of common stock
warrants for cash at $.75
per share 7,500 750 4,875 -- -- -- -- -- 5,625
Exercise of common stock
warrants at $1.00 per share 50,000 5,000 45,000 (50,000) -- -- -- -- --
Net (loss) -- -- -- -- -- -- (92,773) -- 92,773
------- -------- --------- -------- -------- --------- --------- -------- --------
Balance, December 31, 2001 813,028 81,303 1,464,884 (50,000) (11,000) (947,820) (201,173) -- 336,194
======= ======== ========== ======== ======== ========= ========= ======== ========
Deferred compensation earned -- -- -- -- 11,000 -- -- -- 11,000
Repayment of note receivable -- -- -- 50,000 -- -- -- -- 50,000
Stock options issued as
compensation -- -- 130,625 -- -- -- -- -- 130,625
Net (loss) -- -- -- -- -- -- 204,136) -- (204,136)
------- -------- --------- -------- -------- --------- --------- -------- --------
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
======= ======== ========== ======== ======== ========= ========= ======== ========

F-5

RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (continued)

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

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
========= ======== ========== ======== ======== ========= ========= ======= ========
Issuance of Common Stock 207,745 20,774 257,358 -- -- -- -- -- 278,132
Other Comprehensive
Income/Loss
Changes in unrealized
gain/loss -- -- -- -- -- -- -- 931 931
Net Loss -- -- -- -- -- -- (39,448) -- (39,448)
--------- -------- ---------- -------- -------- --------- --------- ------- --------

Balance, December 31, 2005 1,020,773 $102,077 $1,852,867 -- -- ($947,820) ($579,804) $4,928 $432,248
========= ======== ========== ======== ======== ========= ========= ======= ========

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,
2005 2004 2005

CASH FLOWS FROM OPERATING ACTIVITES
Net loss $ (39,448) $ (48,260) $(579,804)
Adjustments to reconcile net loss to net cash used in
operating activities:
Stock issuance for salary 11,912 -- 107,912
Stock issuance for professional services -- -- 18,200
Stock options compensation -- -- 130,625
Realized (gain)loss on sales of investments (3,751) (28,119) (31,622)
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 (1,937) 49,990 93,858
--------- --------- ---------

Net cash used in operating activities (33,224) (26,389) (192,107)
--------- --------- ---------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of investments (187,750) (351,158) (650,863)
Proceeds from sales of investments 184,782 378,099 622,912
--------- --------- ---------

Net cash (used in) provided by investing activities (2,968) 26,941 (27,951)
--------- --------- ---------

CASH FLOWS FROM FINANCING ACTIVITIES
Exercise of common stock warrants -- -- 5,625
Issuance of common stock 165,000 -- 165,000
--------- --------- ---------
Net cash provided by financing activities 165,000 -- 170,625
--------- --------- ---------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 128,808 552 (49,433)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIODS 246,970 246,418 425,211
--------- --------- ---------

CASH AND CASH EQUIVALENTS, END OF PERIODS $ 375,778 $ 246,970 $ 375,778
========= ========= =========

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, 2005 AND 2004 AND
CUMULATIVE AMOUNTS FROM JANUARY 1, 2000 TO DECEMBER 31, 2005

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.

During the year ended December 31, 2005, the Company satisfied its obligations
to pay the President's accrued salary of $113,132 through the issuance of
107,745 shares of the Company's common stock at fair value.

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. 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 was exercisable for
a period of 5 years. On February 24, 2006, Mr. Bronson exercised his
option to purchase 100,000 shares of the Company's common stock at the
purchase price of $1.16. On March 25, 2005, the Company issued options
to Leonard Hagan and Kenneth Schwartz 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, for services
rendered to the Company. Such options are exercisable for a period of 5
years commencing on March 25, 2005. On February 24, 2006, Messrs: Hagan
and Schwartz each exercised their option to purchase 10,000 shares of
the Company's common stock at the purchase price of $1.16. 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

F-10

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

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

such option is exercisable for a period of 5 years.

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, 2005 and 2004 would have been
increased to the pro forma amounts indicated below:

2005 2004
Net loss
As reported $ (39,448) $ (48,260)
Pro forma (125,932) (48,260)

Net loss per share
As reported (.04) (.06)
Pro forma (.14) (.06)

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 2005: no dividend yield; expected
volatility of 90%; risk-free interest rate of 2.28%; and expected life
of five years. There were no options granted in 2004.

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. 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 Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards ("SFAS") No. 123
(revised 2004), "Share-Based Payment". SFAS No. 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 2006. 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 December 2006, the FASB issued SFAS No. 155, "Accounting for Certain
Hybrid Financial Instruments - an amendment to FASB Statements No. 133
and 140 " and in May 2005, the FASB issued SFAS No. 154 "Accounting
and Error Corrections - a replacement of APB opinion No. 20 and FASB
Statement No. 3". The Company is not significantly impacted by these
statements and does not expect their implementation to have a material
impact on the Company's financial statements.

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 $579,804. 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, 2005, 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, 2005, are comprised of common stocks which
had an aggregate cost of $59,572 and a fair market value of $64,500.
Those investments had cumulative unrealized gains of $4,928 at December
31, 2005. During 2005, the Company sold investments that had an
aggregate cost of $181,031 and an aggregate sales price of $184,782
which resulted in realized gains of $3,751. 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 realized gains of
$28,119.

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 Granted in 2004 - - -

Options Exercised in 2004 - - -

Options Forfeited in 2004 - - -
------

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

Options Granted in 2005 - 120,000 1.16

Options Exercised in 2005 - - -

Options Forfeited in 2005 - - -
-------

Options Outstanding - December 31, 2005 270,000 1.43
(270,000) exercisable) -------

At December 31, 2005, the number of options exercisable was 270,000,
the weighted average exercise price of these options was $1.43, and the
weighted average remaining contractual life of the options was 3.14
years.

At December 31, 2004, the number of options exercisable was 150,000,
the weighted average exercise price of these options was $1.65, and the
weighted average remaining contractual life of the options was 2.25
years.

NOTE 5 - INCOME TAXES

At December 31, 2005, the Company has Federal net operating loss
carryforwards totaling approximately $1,018,000, that may be offset
against future taxable income ratably through 2025. 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
$346,000 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, 2005 and 2004.
of the total tax benefit of the loss carryforward, approximately
$38,000 and $48,000 is applicable to 2005 and 2004, 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 2005 and 2004 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. 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 (See Note
8).

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. 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 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.

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 2005 and 2004. 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 2005 and 2004. 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, 2005 and 2004.

NOTE 8 - SUBSEQUENT EVENTS

On February 24, 2006, Steven N. Bronson, the Company's Chairman and
President exercised an option to purchase 100,000 shares of the
Company's common stock at the purchase price of $1.16. Based on this
exercise the Company received proceeds of $116,000.

On February 24, 2006, Leonard Hagan, a director of the Company
exercised an option to purchase 10,000 shares of the Company's common
stock at the purchase price of $1.16. Based on this exercise the
Company received proceeds of $11,600.

On February 24, 2006, Kenneth Schwartz, a director of the Company
exercised an option to purchase 10,000 shares of the Company's common
stock at the purchase price of $1.16. Based on this exercise the
Company received proceeds of $11,600.

On January 31, 2006, the Board of Directors of the Company directed
the officers of the Company to amend the M&A Advisory Agreement (see
Note 6) to provide sub-paragraph 3.(A)(entitled Monthly Fee) of the
M&A Advisory Agreement shall be amended to provided that monthly fee
payable by the Company to Catalyst Financial during the one year
period from February 1, 2006 through January 31, 2007 shall be
increased from $1,000 per month to $5,000 per month. Thereafter, the
Company shall pay a monthly fee in the amount of $1,000 to Consultant
on the first day of each month commencing on February 1, 2007 and
continuing through March 1, 2008.

F-16

NOTE 8 (continued)
----------------------------

On January 31, 2006, the Board of Directors of the Company directed the
officers of the Company to take and approve certain corporate action
with respect to the Company's wholly owned subsidiary Bio-Medical
Automation, Inc., a Nevada corporation (the "Subsidiary"). Those
actions were the appointment of Steven N. Bronson, Alan Rosenberg and
Louis Meade to be on the Board of Directors of the Subsidiary for a
term of one year or until their successor is appointed and duly
qualified, the appointment of Steven N. Bronson as the president,
treasurer and secretary of the Subsidiary, the opening of a bank
account at Bank of America or some other banking institution for the
Subsidiary and the ratification of the By-laws of the Subsidiary in the
form that was presented to the Board. Additionally, the Board of
Directors authorized the officers of the Company to deposit $50,000 of
the Company's assets in the Subsidiary's bank account. The Company took
the foregoing action to further its plans to exploit the Patent owned
by the Subsidiary. Additionally, in furtherance of the Company's plan
to exploit the Patent, the Company may spinoff the Subsidiary to the
Company's shareholders so that the Subsidiary may be better able to
obtain the financing necessary to exploit the Patent.

F-17