UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Form 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2008
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from to
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Commission File Number: 0-16335
Ridgefield Acquisition Corp.
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(Exact name of registrant 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 No.)
100 Mill Plain Road, Danbury, Connecticut 06811
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(Address of principal executive offices)
(203) 791-3871
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 [ ]
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of "large accelerated filer," "accelerated filer" and
"smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).
Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
As of August 12, 2008, the issuer had 1,152,773 outstanding shares of common
stock.
RIDGEFIELD ACQUISITION CORP.
(A Development Stage Company)
FORM 10-Q
Page
PART I - FINANCIAL INFORMATION 3
Item 1. Financial Statements 3
Consolidated Balance Sheets as of June 30, 2008
(unaudited) and December 31, 2007 (audited) 3
Consolidated Statements of Operations and
Comprehensive Income (Loss) for the Three and Six
Months Ended June 30, 2008 and 2007 and Cumulative
Amounts From January 1, 2000 through June 30, 2008 4
Consolidated Statements of Cash Flows for the Six Months Ended
June 30, 2008 and 2007 and Cumulative Amounts from
January 1, 2000 through June 30, 2008 5
Notes to Interim Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 11
Item 3. Quantitative and Qualitative Disclosure about Market Risk 14
Item 4T. Controls and Procedures 14
PART II - OTHER INFORMATION 15
Item 1. Legal Proceedings 15
Item 5. Other Information 15
Item 6. Exhibits 16
SIGNATURES 17
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
June 30, 2008 Dec. 31, 2007
(Unaudited) (Audited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 165,544 $ 186,287
Investments 795,800 $ 767,625
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TOTAL ASSETS $ 961,344 $ 953,912
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 3,360 $ 9,861
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TOTAL CURRENT LIABILITIES 3,360 9,861
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COMMITMENTS AND CONTINGENCIES -- --
STOCKHOLDERS' EQUITY (DEFICIT)
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 - 1,146,773 on June 30, 2008
and 1,140,773 shares on December 31, 2008 1,147 1,141
Capital in excess of par value 2,101,997 2,093,003
Accumulated deficit (947,820) (947,820)
Deficit accumulated during the development stage (682,058) (658,816)
Accumulated other comprehensive gain 484,718 456,543
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TOTAL STOCKHOLDERS' EQUITY (DEFICIT) 957,984 944,051
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TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) $ 961,344 $ 953,912
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See accompanying notes to consolidated financial statements.
3
RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
Three Months Ended Six Months Ended Cumulative Amounts
June 30, June 30, from January 1, 2000
2008 2007 2008 2007 through June 30, 2008
------------------- ----------------- ---------------------
REVENUES
Investment income $ 720 $ 2,520 $ 1,621 $ 3,955 $ 50,855
Realized gain on investments -- 99,984 -- 99,984 133,258
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TOTAL REVENUES 720 102,505 1,621 103,939 184,113
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OPERATING EXPENSES
General and administrative 18,271 10,978 24,863 23,437 716,822
Employee stock options -- -- -- -- 130,625
Write-off of patent -- -- -- -- 18,724
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TOTAL EXPENSES 18,271 10,978 24,863 23,437 866,171
--------- -------- -------- -------- ---------
NET (LOSS) INCOME (17,552) 91,527 (23,242) 80,503 (682,058)
OTHER COMPREHENSIVE INCOME/(LOSS)
Unrealized gain
on securities 6,325 115,652 28,175 220,152 584,381
Reclassification adjustment
for realized income (loss) -- (99,984) -- (99,984) (99,663)
--------- -------- -------- -------- ---------
OTHER COMPREHENSIVE INCOME 6,325 15,668 28,175 120,168 484,718
--------- -------- -------- -------- ---------
COMPREHENSIVE INCOME (LOSS) $ (11,226) $107,195 $ 4,933 $200,671 $(197,340)
========= ======== ======== ======== =========
NET INCOME (LOSS) PER COMMON SHARE
Basic and Dilutive $ (.01) $ .09 $ (.004) $ .18 $ (.22)
========= ======== ======== ======== =========
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING
Basic and Dilutive 1,140,773 1,140,773 1,140,773 1,140,773 902,736
========= ========= ========= ========= =========
See accompanying notes to consolidated financial statements
4
RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
(A Development Stage Company)
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Cumulative
Six Months Ended Amounts from
June 30, January 1, 2000
through June 30,
2008 2007 2008
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CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income $ (23,242) $ 80,503 $(682,058)
Adjustment to reconcile net (loss) income
to net cash used in operating activities
Stock issuance for salary -- -- 107,912
Stock issued for professional services 9,000 -- 27,200
Stock options compensation -- -- 130,625
Write-off of patent -- -- 18,724
Realized gain on sales of investments -- (99,984) (133,257)
Changes in assets and liabilities
Decrease in note and interest receivable -- -- 50,000
Increase/(decrease) in accounts payable
and accrued expenses (6,501) (2,600) 89,187
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Net Cash Used in Operating Activities (20,743) (22,081) (391,665)
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CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of investments -- (523,582) (1,174,445)
Proceeds from sale of investments -- 312,484 996,620
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Net Cash Used in Investing Activities -- (211,098) (177,825)
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CASH FLOWS FROM FINANCING ACTIVITIES
Exercise of common stock warrants -- -- 5,625
Issuance of common stock -- -- 304,200
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Net Cash Provided by Financing Activities -- -- 309,825
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NET DECREASE IN CASH AND CASH EQUIVALENTS (20,743) (233,179) (259,667)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIODS 186,287 435,167 425,211
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CASH AND CASH EQUIVALENTS, END OF PERIODS $ 165,544 $ 201,988 $ 165,544
========= ========= =========
See accompanying notes to consolidated financial statements.
5
RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
The unaudited interim consolidated 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, of a normal recurring nature, 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, 2008 and 2007 and
cumulative amounts from January 1, 2000 through June 30, 2008. Such interim
consolidated 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, 2007. 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
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION (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"). Steven N. Bronson, Alan Rosenberg and Louis
Meade were appointed to the Board of Directors of the Subsidiary for a term of
one year or until their successor is appointed and duly qualified; and Steven N.
Bronson was appointed the President, Treasurer and Secretary of the Subsidiary.
Additionally, the Company deposited $50,000 in the Subsidiary's bank account.
The Company took the foregoing actions to further its plans to exploit the U.S.
Patent owned by the Subsidiary. The Company also authorized the spin-off of 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. On April 27, 2007, the Board of Directors of the
Company voted to terminate the proposed spin-off of the Subsidiary.
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 operations.
PRINCIPLES OF CONSOLIDATION
The interim consolidated financial statements of Ridgefield Acquisition Corp.
tnclude the accounts of Bio-Medical Automation, Inc., its wholly-owned
subsidiary. All inter-company transactions have been eliminated in
consolidation.
The accompanying interim consolidated financials statements as of June 30, 2008
and for the three and six month periods then ended include the accounts of the
Company and the Subsidiary.
The Company has accumulated a deficit since reentering the development stage of
approximately $(682,000) through June 30, 2008. 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, 2008,
the Company has no principal operations or revenue from its operations. 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 STANDARDS
There are no new accounting standards that are expected to have a significant
impact on the Company.
Note 3 - INCOME TAXES
The Company adopted the provisions of FASB Interpretation No. 48, "Accounting
for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109"
("FIN No. 48"), on January 1, 2007. FIN No. 48 requires that the impact of tax
positions be recognized in the financial statements if they are more likely than
not of being sustained upon examination, based on the technical merits of the
position. As discussed in the consolidated financial statements in the 2007 Form
10-KSB, the Company has a valuation allowance against the full amount of its net
deferred tax assets. The Company currently provides a valuation allowance
against deferred tax assets when it is more likely than not that some portion,
or all of its deferred tax assets, will not be realized. There was no impact to
the Company as a result of adopting FIN No. 48 as the Company's management has
determined that the Company has no uncertain tax positions requiring recognition
under FIN No. 48 both on January 1, 2007 (adoption) and on June 30, 2008.
7
Note 3 - INCOME TAXES (continued)
The Company is subject to U.S. federal income tax as well as income tax of
certain state jurisdictions. The Company has not been audited by the I.R.S. or
any states in connection with income taxes. The periods from inception - 2007
remain open to examination by the I.R.S. and state authorities.
The Company recognizes interest accrued related to unrecognized tax benefits in
interest expense. Penalties, if incurred, are recognized as a component of
income tax expense.
NOTE 4 - 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 was for a three year period and terminated in
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")for a period of three (3) years commencing on April 1, 2005. The M&A
Advisory Agreement was also modified 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 that the monthly retainer fee be
increased from $1,000 per month to $5,000 per month from February 1, 2006
through January 31, 2007. Thereafter, the Company shall pay a monthly fee in the
amount of $1,000 through March 1, 2008. The M&A Advisory Agreement expired by
its terms on March 31, 2008.
On June 6, 2008, the Company entered into a consulting agreement with Catalyst,
pursuant to which Catalyst agreed to provide consulting services to the Company
relating to the management and administration of the Company's business affairs
and in connection with the Company's acquisition strategy, Catalyst shall assist
the Company in identifying and investigating 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. As consideration for the
consulting services rendered and to be rendered by the Catalyst, the Company
shall: (1) pay Catalyst a monthly fee in the amount of $5,000 commencing on June
6, 2008 and continuing thereafter on the first day of each successive month
until January 1, 2010, and (2) the Company shall issue to Catalyst a total of
120,000 shares of the Company's common stock, $.001 par value (the "Shares").
The Shares shall be issued to Catalyst and shall vest at a rate of 6,000 shares
per month commencing on June 30, 2008 and an additional 6,000 shares shall vest
on the last day of each successive month thereafter until January 31, 2010. The
Shares will be issued at fair value based upon the closing price on the date of
issuance when earned by Catalyst. The Shares are restricted securities as that
term is described in the Securities Act of 1933 (the "Act") and are issued by
the Company in reliance of Section 4(2) of the Act. The Consulting Agreement
commenced on June 6, 2008 and shall terminate on January 31, 2010.
On March 28, 2006, the Company entered into a new employment agreement with Mr.
Bronson, that provides Mr. Bronson will serve as President of the Company
without an annual salary.
Subsequent Event
----------------
In accordance with the Consulting Agreement, on July 31, 2008, the Company
delivered 6,000 shares of the Company's common stock, $.001 par value, to
Catalyst Financial.
8
NOTE 5 - 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." Accordingly, the investments are
carried at fair value with unrealized gains and losses reported separately in
other comprehensive income (loss). Realized gains and losses are calculated
using the original cost of those investments. On June 1, 2007, the Company
purchased 57,500 shares of Argan, Inc., a publicly traded holding company, at a
price of $5.40 per share or $311,082. These investments had a fair market value
of $795,800 and cumulative unrealized gains of $484,718 at June 30, 2008.
NOTE 6 - ASSETS AND LIABILITIES MEASURED AT FAIR VALUE
On January 1, 2008, the Company adopted Statement of Financial Accounting
Standards No. 157, Fair Value Measurements" ("SFAS No. 157"). SFAS No. 157
defines fair value, establishes a framework for measuring fair value, and
expands disclosures about fair value measurements. SFAS No. 157 applies to
reported balances that are required or permitted to be measured at fair value
under existing accounting pronouncements; accordingly, the standard does not
require any new fair value measurements of reported balances. The adoption of
SFAS No. 157 did not have a material effect on the carrying values of the
Company's assets.
SFAS No. 157 emphasizes that fair value is a market-based measurement, not an
entity-specific measurement. Therefore, a fair value measurement should be
determined based on the assumptions that market participants would use in
pricing the asset or liability. As a basis for considering market participant
assumptions in fair value measurements, SFAS No. 157 establishes a fair value
hierarchy that distinguishes between market participant assumptions based on
market data obtained from sources independent of the reporting entity
(observable inputs that are classified within Levels 1 and 2 of the hierarchy)
and the reporting entity's own assumptions about market participant assumptions
(unobservable inputs classified within Level 3 of the hierarchy).
Level 1 inputs utilize quoted prices (unadjusted) in active markets for
identical assets or liabilities that the company has the ability to access.
Level 2 inputs are inputs other than quoted prices included in Level 1 that are
observable for the asset or liability, either directly or indirectly. Level 2
inputs may include quoted prices for similar assets and liabilities in active
markets, as well as inputs that are observable for the asset or liability (other
than quoted prices), such as interest rates, foreign exchange rates, and yield
curves that are observable at commonly quoted intervals. Level 3 inputs are
unobservable inputs for the asset or liability which are typically based on an
entity's own assumptions, as there is little, if any, related market activity.
In instances where the determination of the fair value measurement is based on
inputs from different levels of the fair value hierarchy, the level in the fair
value hierarchy within which the entire fair value measurement falls is based on
the lowest level input that is significant to the fair value measurement in its
entirety. The company's assessment of the significance of a particular input to
the fair value measurement in its entirety requires judgment, and considers
factors specific to the asset or liability.
Marketable Equity Securities
Currently, the Company owns 57,500 shares of common stock of Argan, Inc.
(Note 5). The valuation of such stock is based on quoted prices (unadjusted) and
as a result the investments are classified within Level 1 of the fair-value
hierarchy.
9
Money Market Funds
Cash and cash equivalents include money market accounts valued at $164,003.
The Company has determined that the inputs associated with the fair value
determination are based on quoted prices (unadjusted) and as a result the
investments are classified within Level 1 of the fair-value hierarchy.
The table below presents the Company's assets and liabilities measured at fair
value on a recurring basis as of June 30, 2008, aggregated by the level in the
fair value hierarchy within which those measurements fall.
Assets and Liabilities Measured at Fair Value on a Recurring Basis at June 30,
2008:
Balance at
Level 1 Level 2 Level 3 June 30, 2008
-----------------------------------------------
Assets
Marketable Equity Securities $795,800 $ -- $ -- $795,800
Money Market Funds $164,003 $ -- $ -- $164,003
The Company does not have any fair value measurements within Level 2 or Level 3
of the fair value hierarchy as of June 30, 2008.
10
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operation
Forward Looking Statements Disclosure
-------------------------------------
This report on Form 10-Q 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, 2007. 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, 2007.
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 the domicile of the Company from the State of
Colorado to the State of Nevada. 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, was 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.
11
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 were
written-off by the Company. The Company 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 and six month periods ended June 30, 2008 and 2007 and the period from
January 1, 2000 through June 30, 2008, the Company has earned no revenues other
than interest income and income from investments.
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.
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.
12
The Spin-Off of Bio-Medical
---------------------------
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"). 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 ("Bio-Medical" or the "Subsidiary"). In
May 2003, the Company transferred the Patent to the Subsidiary in exchange for
5,000,000 shares of the common stock of the Subsidiary.
In furtherance of the Company's plan to exploit the Patent, in April
2006, the Board of Directors of the Company authorized the spin-off of 100% of
the Company's wholly-owned subsidiary Bio-Medical to the Company's shareholders
on a pro rata basis. 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 Securities Exchange Act of 1934. The Information Statement on
Schedule 14C is incorporated herein by reference. To consummate the Spin-Off,
Bio-Medical was required to file a registration statement on Form 10-SB to
register all of the issued and outstanding shares of Bio-Medical.
On April 27, 2007, the Board of Directors of the Company voted to
terminate the proposed spin-off of Bio-Medical, based on current market
conditions and the risks associated with the business prospects of Bio-Medical.
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 had been earning in
light of historically low interest rates. The Board directed that management
maintain at least $40,000 of the Company's cash in a federally insured bank or
money market account.
In furtherance of the Company's investment strategy, the Company opened a
brokerage account with Catalyst Financial LLC ("Catalyst"), a broker-dealer
registered with the U.S. Securities and Exchange Commission and a member in good
standing with the National Association of Securities Dealers, Inc. Catalyst is
owned and controlled by Steven N. Bronson, the Company's President. Catalyst has
agreed to charge the Company commissions of no more that $.02 per share with a
minimum of $75 per trade on securities transactions. The Board approved the
commission structure to be charged by Catalyst. Mr. Bronson abstained from
voting on all Board resolutions concerning the Company's investment strategy and
the Company's arrangements with Catalyst.
On January 12, 2007, the Company acquired 50,000 shares of Argan, Inc.
("Argan") common stock in a private transaction at a cost of $4.25 per share or
an aggregate amount of $212,500. On April 26, 2007, the Company sold all of its
50,000 shares of Argan at an average price of $6.26 for proceeds of $312,484.
On June 1, 2007, the Company purchased 57,500 shares of Argan common
stock at an average price of $5.40 per share or $311,082. At June 30, 2008 the
Company's 57,500 shares of Argan common stock were valued at $795,800.
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.
13
Results of Operations
---------------------
For the three months ended June 30, 2008, the Company had revenues from
investment income of $720. For the same period the Company incurred general and
administrative expenses of $18,271 resulting in a net loss from operations of
$17,551. General and administrative expenses for the three months ended June 30,
2008 include costs associated with maintaining the Company's status as a public
company including (without limitation) filing reports with the Securities and
Exchange Commission.
For the six months ended June 30, 2008, the Company had revenues from
investment income of $1,621. For the same period the Company incurred general
and administrative expenses of $24,863 resulting in a net loss from operations
of $23,242. General and administrative expenses for the six months ended June
30, 2008 include 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 three and six month periods ended June 30, 2008, the Company
satisfied its working capital needs from cash and cash equivalents on hand and
cash and cash equivalents generated from investment income during the year. As
of June 30, 2008, the Company had cash and cash equivalents on hand totaling
$165,544 and the Company, held 57,500 shares of Argan, Inc.("Argan") common
stock valued at $795,800.
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. Quantitative and Qualitative Disclosure about Market Risk
A smaller reporting company is not required to provide the information
required by this Item.
Item 4T. Controls and Procedures
Disclosure controls and procedures are controls and other procedures that
are designed to provide reasonable assurance 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 Officer, as appropriate to allow timely decisions regarding
required disclosure.
14
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 of our
Principal 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
Principal Executive Officer has concluded that the Company's disclosure controls
and procedures are designed to provide reasonable assurance 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, 2008, the Company was not a party to
any material legal proceedings.
Item 5. Other Information
On June 3, 2008, the Board of Directors duly authorized and approved
the Company's entry into a consulting agreement with Catalyst Financial LLC
("Catalyst Financial"), a full service securities brokerage, investment banking
and consulting firm, owned by Steven N. Bronson, the President and Chairman of
the Company. Steven N. Bronson abstained from the vote.
On June 6, 2008, the Company entered into an agreement with Catalyst
Financial (the "Consulting Agreement"). Pursuant to the Consulting Agreement,
Catalyst Financial agreed to provide consulting services to the Company relating
to the management and administration of the Company's business affairs and in
connection with the Company's acquisition strategy, Catalyst Financial shall
assist the Company in identifying and investigating 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.
In consideration for the consulting services rendered and to be
rendered by the Catalyst Financial, the Company shall: (1) pay Catalyst
Financial a monthly fee in the amount of $5,000 commencing on June 6, 2008 and
continuing thereafter on the first day of each successive month until January 1,
2010, and (2) the Company shall issue Catalyst Financial a total of 120,000
shares of the Company's common stock, $.001 par value (the "Shares"). The Shares
shall be issued to Catalyst Financial and shall vest at a rate of 6,000 shares
per month commencing on June 30, 2008 and an additional 6,000 shares shall vest
on the last day of each successive month thereafter until January 31, 2010. The
Shares will be issued at fair value based upon the closing price on the date of
issuance when earned by Catalyst Financial. The Shares are restricted securities
as that term is described in the Securities Act of 1933 (the "Act") and are
issued by the Company in reliance of Section 4(2) of the Act. The Consulting
Agreement commences on June 6, 2008 and shall terminate on January 31, 2010. The
above is just a summary of the Consulting Agreement, readers are referred to the
actual Consulting Agreement for all of its terms and conditions. A copy of the
Consulting Agreement is attached as Exhibit 10.19 to a Form 8-K, dated June 9,
2008.
Subsequent Event
----------------
In accordance with the Consulting Agreement, on July 31, 2008 the
Company delivered 6,000 shares of the Company's common stock, $.001 par value,
to Catalyst Financial.
15
Item 6. Exhibits
The following exhibits are hereby filed as part of this Quarterly
Report on Form 10-Q or incorporated herein by reference.
3.1 Articles of Incorporation, incorporated by reference to Registration
Statement No. 33-13074-D as Exhibit 3.1.
3.2 Amended Bylaws adopted June 1, 1987, incorporated by reference to
Annual Report on Form 10-K for the fiscal year ended December 31, 1987
as Exhibit 3.2.
3.4 Articles of Amendment to Restated Articles of Incorporation dated March
7,1991. Incorporated by reference to Annual Report on Form 10-K for
fiscal year ended December 31, 1990 as Exhibit 3.4.
3.5 Articles of Amendment to Restated Articles of Incorporation dated March
17, 1999, incorporated by reference to 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.
16
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.
10.19 Consulting Agreement, dated as of June 6, 2008, between Ridgefield
Acquisition Corp. and Catalyst Financial LLC incorporated by reference
to the Form 8-K, dated June 9, 2008.
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
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 14, 2008
RIDGEFIELD ACQUSITION CORP.
By: /s/ Steven N. Bronson
---------------------------------------
Steven N. Bronson, President
(Principle Executive Officer),
as Registrant's duly authorized officer
17
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.