UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the quarterly period ended June 30, 2006.
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT.
For the transition period from to
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Commission File No. -- 0-16335
Ridgefield Acquisition Corp.
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(Exact Name of Small Business Issuer as Specified in its Charter)
Nevada 84-0922701
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
100 Mill Plain Road, Danbury, Connecticut 06811
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(Address of Principal Executive Offices)
(203) 791-3871
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(Issuer's Telephone Number, including area code)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
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Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes X No
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As of August 9, 2006, the Registrant had outstanding 1,140,773 shares of common
stock, par value $.001
Transitional Small Business Disclosure Format (check one):
Yes No X
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RIDGEFIELD ACQUISITION CORP.
(A Development Stage Company)
FORM 10-QSB
Page
PART I - FINANCIAL INFORMATION 3
Item 1. Financial Statements (unaudited) 3
Consolidated Balance Sheet as of June 30, 2006 3
Consolidated Statements of Operations and Comprehensive Loss for
the Three and Six Months Ended June 30, 2006 and 2005 and
Cumulative Amounts From January 1, 2000 through June 30, 2006 4
Consolidated Statements of Cash Flows for the Six Months Ended
June 30, 2006 and 2005 and Cumulative Amounts from January
1, 2000 through June 30, 2006 5
Notes to Consolidated Financial Statements 6
Item 2. Management Discussion and Analysis and Plan of Operations 10
Item 3. Controls and Procedures 15
PART II - OTHER INFORMATION 16
Item 1. Legal Proceedings 16
Item 4. Submission of Matters to a Vote of Security Holdings 16
Item 6. Exhibits & Reports on Form 8-K 17
SIGNATURES 19
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET
(Unaudited)
June 30, 2006
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 508,765
Prepaid Expenses 5,000
----------
TOTAL ASSETS $ 513,765
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 41,212
----------
TOTAL CURRENT LIABILITIES 41,212
----------
STOCKHOLDERS' EQUITY
Preferred Stock, $.01 par value; authorized - 5,000,000 shares
Issued - none --
Common Stock, $.001 par value; authorized - 30,000,000 shares
Issued and outstanding - 1,140,773 shares 1,141
Capital in excess of par value 2,093,003
Accumulated deficit (947,820)
Deficit accumulated during the development stage (673,771)
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TOTAL STOCKHOLDERS' EQUITY 472,553
----------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 513,765
==========
See accompanying notes to consolidated financial statements.
3
RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)
Three Months Ended Six Months Ended Cumulative Amounts
June 30, June 30, from January 1, 2000
2006 2005 2006 2005 through June 30, 2006
REVENUES
Interest income $ 3,840 $ 849 $ 6,373 $ 1,741 $ 36,583
Realized gain on investments -- -- 1,652 -- 33,274
--------- ------- -------- -------- --------
TOTAL REVENUES 3,840 849 8,025 1,741 69,857
--------- ------- -------- -------- --------
OPERATING EXPENSES
General and administrative 81,191 5,289 101,992 23,101 594,279
Employee stock options -- -- -- -- 130,625
Write off of patent -- -- -- -- 18,724
--------- ------- -------- -------- --------
TOTAL EXPENSES 81,191 5,289 101,992 23,101 743,628
--------- ------- -------- -------- --------
NET LOSS (77,351) (4,440) (93,967) (21,360) (673,771)
OTHER COMPREHENSIVE GAIN/(LOSS)
Unrealized gain/(loss)
on securities -- (19,267) (3,276) (19,067) (321)
Reclassification adjustment
for realized gain (loss) -- -- (1,652) -- 321
--------- ------- -------- -------- --------
OTHER COMPREHENSIVE GAIN (LOSS) -- (19,267) (4,928) (19,067) --
--------- ------- -------- --------- --------
COMPREHENSIVE LOSS $ (77,351) $ (23,707) $ (98,895) $ (40,427) $(673,771)
========== ========== ========== ========== ==========
NET LOSS PER COMMON SHARE
Basic and Dilutive $ (0.068) $ (0.005) $ (0.09) $ (0.02)
========== ========== ========== ========== ==========
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING
Basic and Dilutive 1,140,773 920,773 1,104,309 872,556
========= ========= ========= ========= ==========
See accompanying notes to consolidated financial statements
4
RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Cumulative
Six Months Ended Amounts from
June 30, January 1, 2000
through June 30,
2006 2005 2006
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (93,967) $ (21,360) $(673,771)
Adjustment to reconcile net loss to net cash
used in operating activities
Stock issuance for salary -- 11,912 107,912
Stock issued for professional services -- -- 18,200
Stock options compensation -- -- 130,625
Write-off of patent -- -- 18,724
Realized gain on investments (1,652) -- (33,274)
Changes in assets and liabilities
Decrease in note and interest receivable -- -- 50,000
Increase in prepaid expenses (5,000) (1,000) (5,000)
Increase/(decrease) in accounts payable
and accrued expenses 33,182 (6,517) 127,040
--------- --------- ---------
Net Cash Used in Operating Activities (67,437) (16,965) (259,544)
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of investments -- (101,492) (650,863)
Proceeds from sale of investments 61,224 -- 684,136
--------- --------- ---------
Net Cash Provided by (Used in) Investing Activities 61,224 (101,492) 33,273
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Exercise of common stock warrants -- -- 5,625
Issuance of common stock 139,200 -- 304,200
--------- --------- ---------
Net Cash Provided by Financing Activities 139,200 -- 309,825
--------- --------- ---------
NET INCREASE (DECREASE) IN CASH 132,987 (118,457) 83,554
CASH, BEGINNING OF PERIODS 375,778 246,970 425,211
--------- --------- ---------
CASH, END OF PERIODS $ 508,765 $ 128,513 $ 508,765
========= ========= =========
Non-cash operating activities:
Stock issuance for salary in satisfaction of
accrued salary included in accounts payable and
accrued expenses 101,220
See accompanying notes to consolidated financial statements.
5
RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The unaudited financial statements included herein were prepared from
the records of the Company in accordance with accounting principles generally
accepted in the United States of America and reflect all adjustments which are,
in the opinion of management, necessary to provide a fair statement of the
results of operations and financial position for the interim periods June 30,
2006 and 2005 and cumulative amounts from January 1, 2000 through June 30, 2006.
Such financial statements generally conform to the presentation reflected in the
Company's Form 10-KSB filed with the Securities and Exchange Commission for the
year ended December 31, 2005. The current interim period reported herein should
be read in conjunction with the Company's Form 10-KSB subject to independent
audit at the end of the year.
The results of operations for the interim periods are not necessarily
indicative of the results that may be expected for the fiscal year.
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION
Ridgefield Acquisition Corp. (the "Company") was incorporated under the laws of
the State of Colorado on October 13, 1983. Effective June 23, 2006, the Company
was reincorporated under the laws of the State of Nevada through the merger of
the Company with a wholly owned subsidiary of the Company. 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 decided not to pursue further
development or sale of the proto-type device and has written-off the associated
patent costs.
6
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 included 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 bylaws 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 Board of Directors of the Company
authorized the spin off the Subsidiary to the Company's shareholders on a pro
rata basis, so that the Subsidiary may be better able to exploit the Patent, by
among other things being able to attract financing (See Note 5).
Commencing January 1, 2000, the Company is considered a development stage
company as defined by Statement of Financial Accounting Standards (SFAS) No.7,
as it has no principal operations or revenue from any source.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements of Ridgefield Acquisition Corp. include
the accounts of Bio-Medical Automation, Inc., its wholly owned subsidiary. All
inter-company transactions have been eliminated in consolidation.
The accompanying financials statements as of June 30, 2006 and for the three and
six month periods then ended include the accounts of the Company and its wholly
owned subsidiary. All inter-company accounts and transactions have been
eliminated in consolidation.
The Company has accumulated a deficit since reentering the development stage, on
January 1, 2000, of $673,771 through June 30, 2006. In 1999, the Company sold
all of its assets relating to its historical line of business and in 2000
abandoned its research and development efforts on a micro-robotic device. As of
June 30, 2006, the Company has no principal operations or revenue producing
activities. The Company is now pursuing an acquisition strategy whereby it is
seeking to arrange for a merger, acquisition or other business combination with
a viable operating entity.
Note 2 - NEW ACCOUNTING STANDARD
In December 2004, the Financial Accounting Standards Board issued SFAS No. 123
(revised 2004), "Share-Based Payment". SFAS 123 (revised 2004) requires
companies to recognize in the statement of operations the grant-date fair value
of stock options and other equity-based compensation. That cost is to 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, are recognized as compensation cost over that period. In April
2005, the SEC extended the effective date for SFAS No. 123 (revised 2004) for
public companies, to the beginning of a registrant's next fiscal year that
begins after June 15, 2005. The Company adopted SFAS No. 123 (revised 2004) in
its first quarter of fiscal 2006. Adoption of this SFAS had no significant
impact on the Company's consolidated financial condition or results of
operations.
7
NOTE 3 - RELATED PARTY TRANSACTIONS
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. 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 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.
The President's employment agreement was 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.
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.
8
NOTE 4 - Special Meeting of Shareholders
On April 18, 2006, the Board of Directors of the Company voted to hold a special
meeting of stockholders to approve the reincorporation of the Company to change
the domicile of the Company from the State Colorado to the State of Nevada (the
"Reincorporation"), to re-elect the Company's directors and to ratify the
appointment of the Company's independent auditors. At the special meeting, held
on June 16, 2006, the shareholders voted to approve the Reincorporation,
re-elected the Company's directors and ratified the appointment of the Company's
independent auditors. Furthermore, as a result of the plan of merger the Company
is authorized to issue 35,000,000 shares of capital stock consisting of
30,000,000 shares of common stock, $.001 par value per share and 5,000,000
shares of preferred stock, $.01 par value per share. On June 28, 2006, the
Company filed a Statement of Merger with the Secretary of State of the State of
Colorado, which effectively dissolved the Company's existence as a Colorado
corporation. The changes in the Company's par value of common stock has been
recorded as a decrease to common stock and a corresponding increase to capital
in excess of par value totaling $112,936.
NOTE 5 - Spin-Off of Subsidiary
On April 18, 2006, the Board of Directors of the Company also voted to authorize
the spin-off of 100% of the Company's wholly owned subsidiary Bio-Medical
Automation, Inc. to the Company's shareholders as of April 28, 2006 on a pro
rata basis (the "Spin-Off").
To consummate the Spin-Off the Company will distribute all of the issued and
outstanding shares of Bio-Medical Automation, Inc., which are currently held by
the Company, as a stock dividend to the shareholders of the Company. Each
shareholder of the Company will receive one (1) share of Bio-Medical Automation,
Inc. for each one (1) share of the Company owned by such shareholder as of April
28, 2006. The Spin-Off will not require the approval of the Company's
shareholders. The shares of Bio-Medical Automation, Inc. that will be issued to
the shareholders of the Company in the Spin-Off will be restricted securities
and they will not be able to be sold unless they are registered under the
Securities Act of 1933 or the Securities Exchange Act of 1934 ("Exchange Act")
or subject to an available exemption thereunder. Prior to the Spin-Off, the
Company will mail to its shareholders of record as of April 28, 2006, all of the
information called for by Regulation 14C under the Exchange Act. In conjunction
with the Spin-Off Bio-Medical Automation, Inc. will file a registration
statement on Form 10-SB to register all of the issued and outstanding shares of
Bio-Medical Automation, Inc. under the Exchange Act. The Spin-Off is expected to
be completed before the end of the year.
9
Item 2. Management Discussion and Analysis or Plan of Operation
Forward Looking Statements Disclosure
-------------------------------------
This report on Form 10-QSB contains, in addition to historical information,
Forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the
"Exchange Act"). You can identify these forward-looking statements when you see
words such as "expect," "anticipate," "estimate," "may," "plans," "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. Factors that could cause such a
difference include, but are not limited to, those discussed in the section
entitled "Factors Affecting Operating Results and Market Price of Stock,"
contained in the Company's Annual Report on Form 10-KSB for the year ended
December 31, 2005. Readers are cautioned not to place undo reliance on these
forward-looking statements, which speak only as of the date hereof. We undertake
no obligation to update any forward-looking statements.
The following discussion and analysis provides information which the
Company's management believes to be relevant to an assessment and understanding
of the Company's results of operations and financial condition. This discussion
should be read together with the Company's financial statements and the notes to
financial statements, which are included in this report, as well as the
Company's Annual Report on Form 10-KSB for the year ended December 31, 2005.
Ridgefield Acquisition Corp. (the "Company") was incorporated as a
Colorado corporation on October 13, 1983 under the name Ozo Diversified, Inc. On
June 23, 2006, the Company filed Articles of Merger with the Secretary of State
of the State of Nevada that effected the merger between the Company and a wholly
owned subsidiary formed under the laws of the State of Nevada (RAC-NV"),
pursuant to a plan of merger, whereby RAC-NV was the surviving corporation. The
merger changed its domicile of the Company from the State of Colorado to the
State of Nevada. The merger was approved by the shareholders of the Company at a
Special Meeting held on June 16, 2006 pursuant to the Company's proxy statement,
dated May 26, 2006, which is incorporated herein by reference. (See Part II,
Item 4. Submission of Matters to a Vote of Security Holders, below).
Accordingly, as of June 23, 2006, the Company is a Nevada corporation, subject
to the corporate laws of the State of Nevada, and governed by the Articles of
Incorporation and bylaws of RAC-NV. Furthermore, as a result of the plan of
merger the Company is authorized to issue 35,000,000 shares of capital stock
consisting of 30,000,000 shares of common stock, $.001 par value per share and
5,000,000 shares of preferred stock, $.01 par value per share.
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.
10
Following the JOT Transaction the Company devoted its efforts to the
development of a prototype micro-robotic device (the "micro-robotic device") to
manipulate organic tissues on an extremely small scale. Due to the inability to
complete the micro-robotic device, the Company determined that it would cease
the development of the micro-robotic device and, as of June 30, 2000, the
capitalized costs related to the patent underlying the micro-robotic device have
been written off by the Company. The Company has never derived any revenues from
the micro-robotic device.
Since July 2000, the Company has suspended all operations, except for
necessary administrative matters relating to the timely filing of periodic
reports as required by the Securities Exchange Act of 1934. Accordingly, during
the three month and six month periods ended June 30, 2006 and 2005 and the
period from January 1, 2000 through June 30, 2006, the Company has earned no
revenues other than interest income and income from investments.
Acquisition Strategy
--------------------
The Company is primarily engaged in seeking to arrange for a merger,
acquisition, business combination or other arrangement by and between the
Company and a viable operating entity. The Company has not identified a viable
operating entity and there can be no assurance that the Company will ever
successfully arrange for a merger, acquisition, business combination or other
arrangement.
The Company anticipates that the selection of a business opportunity
will be a complex process and will involve a number of risks, because
potentially available business opportunities may occur in many different
industries and may be in various stages of development. Due in part to depressed
economic conditions in a number of geographic areas, rapid technological
advances being made in some industries and shortages of available capital,
management believes that there are numerous firms seeking either the limited
additional capital which the Company will have or the benefits of a publicly
traded corporation, or both. The perceived benefits of a publicly traded
corporation may include facilitating or improving the terms upon which
additional equity financing may be sought, providing liquidity for principal
shareholders, creating a means for providing incentive stock options or similar
benefits to key employees, and providing liquidity for all shareholders and
other factors.
In some cases, management of the Company will have the authority to
effect acquisitions without submitting the proposal to the shareholders for
their consideration. In some instances, however, the proposed participation in a
business opportunity may be submitted to the shareholders for their
consideration, either voluntarily by the Board of Directors to seek the
shareholders' advice and consent, or because of a requirement of state law to do
so.
In seeking to arrange a merger, acquisition, business combination or
other arrangement by and between the Company and a viable operating entity,
management's objective will be to obtain long-term capital appreciation for the
Company's shareholders. There can be no assurance that the Company will be able
to complete any merger, acquisition, business combination or other arrangement
by and between the Company and a viable operating entity.
The Company may need additional funds in order to effectuate a merger,
acquisition or other arrangement by and between the Company and a viable
operating entity, although there is no assurance that the Company will be able
to obtain such additional funds, if needed. Even if the Company is able to
obtain additional funds there is no assurance that the Company will be able to
effectuate a merger, acquisition or other arrangement by and between the Company
and a viable operating entity.
11
The Company's U.S. Patent
--------------------------
Following the sale of substantially all of the Company's assets in 1999,
the Company devoted its efforts to the development of a prototype micro-robotic
device (the "micro-robotic device") to manipulate organic tissues on an
extremely small scale for microdissection. The Company filed a patent
application in February 1998, to protect certain features of the system and
method of the micro-robotic device. However, due to the inability of the Company
to complete the micro-robotic device, the Company determined that it would cease
development of the micro-robotic device and, as of June 30, 2000, the
capitalized costs related to the patent underlying the micro-robotic device have
been written off by the Company.
On March 19, 2002, the Company was awarded United States Patent No. US
6,358,749 B1 for the "Automated System for Chromosome Microdissection and Method
of Using Same" (the "Patent").
The Patent covers an automated system and method for microdissection of
samples such as chromosomes or other biological material, and in particular, it
relates to a robotic assisted microdissection system and method that
significantly reduces the time and skill needed for cellular and sub-cellular
dissections. Microdissection is defined as dissection under the microscope;
specifically: dissection of cells and tissues by means of fine needles that are
precisely manipulated by levers. The system and method covered by the Patent
attempts to provide reliability and ease of operation thereby making
microdissection widely available to laboratories. While the Company has never
derived any revenues from the micro-robotic device, the Company plans to attempt
to license or sell the technology covered by the Patent. There can be no
assurances that the Company will be able to successfully market the technology
covered by the Patent or that the Company will ever derive any revenues from the
Patent or the technology covered by the Patent.
During the first quarter of 2003, the Board of Directors of the Company
authorized the formation of a wholly owned subsidiary of the Company for the
purposes of owning, developing and exploiting the Patent. On March 3, 2003, the
Company filed Articles of Incorporation with the Secretary of State of the State
of Nevada to form Bio-Medical Automation, Inc., a Nevada corporation wholly
owned by the Company (the "Subsidiary"). The Board of Directors of the Company
has authorized management of the Company to transfer the Patent to the
Subsidiary in exchange for 5,000,000 shares of the common stock of the
Subsidiary. The transfer of the Patent to the Subsidiary became effective in the
quarter ended June 30, 2003.
On January 31, 2006, the Board of Directors directed the officers of the
Company to take the following corporate action with respect to the Subsidiary:
1. Appoint Steven N. Bronson, Alan Rosenberg and Louis Meade to the
Board of Directors of the Subsidiary for a term of one year or
until their successors are appointed and duly qualified.
2. Open a bank account at Bank of America or some other banking
institution for the Subsidiary and deposit $50,000 of the
Company's assets in the Subsidiary's bank account.
In March 2006, the Company deposited $50,000 of the Company's assets
into the Subsidiary's bank account.
The Company took the foregoing action to further its plans to exploit
the Patent owned by the Subsidiary. However, there can be no assurances that the
Subsidiary will successfully develop and/or exploit the technology covered by
the Patent.
12
The Spin-Off of Bio-Medical
In furtherance of the Company's plan to exploit the Patent, the Board of
Directors of the Company authorized the spin-off of 100% of the Company's wholly
owned subsidiary Bio-Medical Automation, Inc. to the Company's shareholders as
of April 28, 2006 on a pro rata basis (the "Spin-Off").
Specifically, the Board of Directors approved the following actions:
(1) the surrender of 3,859,227 shares of the common stock of the
Subsidiary currently held by the Company for cancellation by the Subsidiary.
Following such action the Company shall own 1,140,773 shares of the Subsidiary's
common stock, which shall constitute 100% of the Subsidiary's issued and
outstanding common stock;
(2) the Spin-off of the Subsidiary to the shareholders of the Company
as of April 28, 2006 on a pro rata basis; and
(3) the declaration of a stock dividend to the shareholders of the
Company consisting of one share of common stock of the Subsidiary held by the
Company for each share of the Company's common stock held by the shareholders to
effect the pro-rata spin-off of the Subsidiary to the shareholders of the
Company. The stock dividend will be issued approximately 20 calendar days after
the Company mails an information statement to its shareholders concerning the
spin-off and the Subsidiary.
To consummate the Spin-Off the Company will distribute all of the
issued and outstanding shares of Bio-Medical Automation, Inc., which are
currently held by the Company, as a stock dividend to the shareholders of the
Company. Each shareholder of the Company will receive one (1) share of
Bio-Medical Automation, Inc. for each one (1) share of the Company owned by such
shareholder as of April 28, 2006. The Spin-Off will not require the approval of
the Company's shareholders. The shares of Bio-Medical Automation, Inc. that will
be issued to the shareholders of the Company in the Spin-Off will be restricted
securities and they will not be able to be sold unless they are registered under
the Securities Act of 1933 or the Securities Exchange Act of 1934 ("Exchange
Act") or subject to an available exemption thereunder.
On or about May 30, 2006, the Company mailed to its shareholders of
record as of April 28, 2006, an Information Statement containing the information
concerning the Company and the Spin Off called for by Regulation 14C under the
Exchange Act. Furthermore, in conjunction with the Spin-Off Bio-Medical
Automation, Inc. will file a registration statement on Form 10-SB to register
all of the issued and outstanding shares of Bio-Medical Automation, Inc. Upon
the effectiveness of the Form 10-SB registration statement the Company will
distribute the shares of Bio-Medical Automation, Inc. to the shareholders of the
Company. The Spin-Off is expected to be completed before the end of the year.
As of June 30, 2006, Bio-Medical had 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 has 1,140,773 shares of its common stock issued and
outstanding, all of which are owned by the Company. Bio-Medical has no shares of
preferred stock issued or outstanding.
A copy of the Articles of Incorporation and bylaws of Bio-Medical are
attached to the Company's Annual Report on Form 10-KSB for the year ended
December 31, 2005 as Exhibit 3.6 and Exhibit 3.7, respectively, and such
documents are incorporated herein by reference.
13
On or about May 30, 2006, the Company mailed out to its shareholders an
Information Statement on Schedule 14C, promulgated under the Securities Exchange
Act of 1934, to provide information to our shareholders concerning the terms and
conditions of the Spin-Off and certain information concerning the business of
Bio-Medical. The Information Statement on Schedule 14C is incorporated herein by
reference.
The following table sets forth the name, age and position of each of the
directors, executive officers and significant employees as of March 31, 2006
with respect Bio-Medical. Each director will serve 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 the 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
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.
During the six months ending June 30, 2006, the Company sold its
investments held in a brokerage account with Catalyst resulting in a realized
gain of $1,652 and other comprehensive loss of $4,928.
Results of Operations
---------------------
For the three months ended June 30, 2006, the Company has not earned any
revenues, except for interest income and income from investments of $3,840. For
the same period the Company incurred general and administrative expenses of
$81,191 resulting in a net loss from operations equal to $77,351. General and
administrative expenses for the three months ended June 30, 2006 include costs
directed toward the Special Meeting of Shareholders held on June 16, 2006, the
spin-off of its wholly owned subsidiary Bio-Medical, as well as costs associated
with maintaining the Company's status as a public company including (without
limitation) filing reports with the Securities and Exchange Commission.
14
For the six months ended June 30, 2006, the Company has not earned any
revenues, except for interest income and income from investments of $8,025. For
the same period the Company incurred general and administrative expenses of
$101,992 resulting in a net loss from operations equal to $93,967. General and
administrative expenses for the six months ended June 30, 2006 include costs
directed toward the Special Meeting of Shareholders held on June 16, 2006, the
spin-off of its wholly owned subsidiary Bio-Medical, as well as costs associated
with maintaining the Company's status as a public company including (without
limitation) filing reports with the Securities and Exchange Commission.
Liquidity and Capital Resources
-------------------------------
During the six months ended June 30, 2006, the Company satisfied its
working capital needs from cash on hand and cash generated from interest income
during the year. As of June 30, 2006, the Company had cash on hand in the amount
of $508,765.
The Company's future financial condition will be subject to: (1) its
ability to arrange for a merger, acquisition or a business combination with an
operating business on favorable terms that will result in profitability, or (2)
its ability to successfully develop and exploit the Patent. There can be no
assurance that the Company will be able to do so or, if it is able to do so,
that the transaction will be on favorable terms not resulting in an unreasonable
amount of dilution to the Company's existing shareholders.
The Company may need additional funds in order to effectuate a merger,
acquisition or other arrangement by and between the Company and a viable
operating entity, although there is no assurance that the Company will be able
to obtain such additional funds, if needed. Even if the Company is able to
obtain additional funds there is no assurance that the Company will be able to
effectuate a merger, acquisition or other arrangement by and between the Company
and a viable operating entity.
Item 3. Controls and Procedures
Disclosure controls and procedures are controls and other procedures
that are designed to ensure that information required to be disclosed by the
Company in its periodic reports filed or submitted by the Company 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 the
Company in its periodic reports that are filed 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.
15
Evaluation of disclosure and controls and procedures. As of the end of
the period covered by this report, the Company carried out an evaluation, under
the supervision and with the participation management, including the chief
executive officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Exchange Act). Based on the evaluation, the Company's chief
executive officer has concluded that the Company's disclosure controls and
procedures are designed to ensure that information required to be disclosed by
the Company in the reports that it files or submits under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in the SEC's rules and forms and are operating in an effective manner.
Changes in internal controls over financial reporting. There were no
changes in the Company's internal controls over financial reporting or in other
factors that have materially affected, or are reasonably likely to materially
affect, the Company's internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
During the quarter ended June 30, 2006, the Company was not a party to
any material legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders.
On June 16, 2006, the Company held a Special Meeting of Shareholders ("Special
Meeting") pursuant to a Notice of Special Meeting of Shareholders, dated May 26,
2006, and Proxy Statement, dated May 26, 2006. Only shareholders of record as of
April 28, 2006 were entitled to vote at the Special Meeting.
As of April 28, 2006, there were 1,140,773 shares of common stock entitled to
vote at the Special Meeting. An aggregate amount of 1,026,712 shares of common
stock were present in person or by proxy and entitled to vote at the Special
Meeting. Such number of shares represented approximately 90% of the Company's
outstanding shares of common stock eligible to vote at the Special Meeting.
At the Special Meeting the shareholders approved and adopted a Plan of Merger to
merge the Company with and into Ridgefield Acquisition Corp., a newly formed
Nevada corporation ("RAC NV"), which is a wholly owned subsidiary of the
Company, in order to effectuate the reincorporation of the Company as a Nevada
Corporation (the "Reincorporation"). In conjunction with the Reincorporation the
Company's authorized capital has been increased and the Company is now governed
by the articles of incorporation and bylaws of RAC NV. For additional
information regarding the Reincorporation readers are referred to the Company's
Definitive Proxy Statement, dated May 26, 2006, on Schedule 14A which is
incorporated herein by reference.
The shareholders also voted to re-elect Steven N. Bronson, Kenneth Schwartz and
Leonard Hagan to serve on the Board of Directors of the Company until their
successors shall have been duly elected and qualified. Additionally, the
shareholders ratified and approved the Board of Directors' appointment of
Carlin, Charron & Rosen LLP as the Company's independent auditors for fiscal
year 2006.
16
At the Special Meeting the shareholders voted for the Proposals as follows:
PROPOSAL 1 To approve and adopt a Plan of Merger to merge the Company
with and into Ridgefield Acquisition Corp. a newly formed
Nevada corporation which is a wholly owned subsidiary of the
Company, in order to effectuate the reincorporation of the
Company as a Nevada corporation, and, among other things,
increase our authorized capital, change our articles of
incorporation, and change our bylaws.
Broker
Votes For Votes Against Abstentions Non-Votes
--------- ------------- ----------- ---------
1,026,582 0 130 19,466
PROPOSAL 2 To re-elect the following persons to serve as directors of the
Company until their successors are duly elected and qualified:
(1) Steven N. Bronson; (2)Leonard Hagan and (3) Kenneth
Schwartz
Broker
Votes For Votes Against Abstentions Non-Votes
--------- ------------- ----------- ---------
(1) Steven N. Bronson 1,025,990 500 222 19,466
Broker
Votes For Votes Against Abstentions Non-Votes
--------- ------------- ----------- ---------
(2) Leonard Hagan 1,026,240 250 222 19,466
Broker
Votes For Votes Against Abstentions Non-Votes
--------- ------------- ----------- ---------
(3) Kenneth Schwartz 1,025,990 500 222 19,466
PROPOSAL 3 To ratify and approve the Board of Directors' appointment of
Carlin, Charron & Rosen LLP as our independent auditors.
Broker
Votes For Votes Against Abstentions Non-Votes
--------- ------------- ----------- ---------
1,026,201 326 185 19,466
On June 21, 2006, the Company filed a Current Report on Form 8-K disclosing the
results of the Special Meeting, which is incorporated herein by reference.
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
The following exhibits are hereby filed as part of this Quarterly
Report on Form 10-QSB or incorporated herein by reference.
3.1 Articles of Incorporation, incorporated by reference to
Registration Statement No. 33-13074-D as Exhibit 3.1.
3.2 Amended Bylaws adopted June 1, 1987, incorporated by reference to
Annual Report on Form 10-K for the fiscal year ended December 31, 1987
as Exhibit 3.2.
17
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.
18
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
b) Reports on Form 8-K.
On June 21, 2006, the Company filed a Current Report on Form 8-K
disclosing the results of the Special Meeting, which is incorporated herein by
reference.
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant
caused this Report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated: August 11, 2006
RIDGEFIELD ACQUSITION CORP.
By: /s/ Steven N. Bronson
------------------------------------
Steven N. Bronson, President
(Principle Executive Officer),
as Registrant's duly authorized officer
19
EXHIBIT INDEX
The following Exhibits are filed herewith:
Exhibit
Number Description of Document
------ -----------------------
31 President's Statement Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
32 President's Written Certification Of Financial Statements
Pursuant to 18 U.S.C. Statute 1350.