UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB/A Amendment No. 2
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2007
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______ to _______
Commission File Number 0-16335
RIDGEFIELD ACQUISITION CORP.
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(Name of Small Business Issuer in its Charter)
Nevada 84-0922701
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(State or other juris- (IRS Employer
diction of incorpora- Identification No.)
tion or organization)
100 Mill Plain Road, Danbury, Connecticut 06877
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(Address of Principal Executive Offices) (Zip Code)
Issuer's telephone number: (203) 791-3871
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act: None
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2)has been
subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes [X] No [ ]
The issuer's revenues for fiscal year ended December 31, 2007 were: $106,238.
As of September 3, 2008, the aggregate market value of the voting stock held by
non-affiliates of the registrant, based upon the average bid and ask prices of
such stock on that date was $334,088. Shares of common stock held by each
officer and director and by each person who owns 10% or more of the outstanding
common stock have been excluded in that such persons may be deemed to be
affiliates. This determination of affiliate status is not necessarily conclusive
and does not constitute an admission of affiliate status.
As of September 3, 2008, there were issued and outstanding 1,158,773 shares of
the registrant's common stock, par value $.001 per share.
Transitional Small Business Disclosure Format (check one) Yes [ ] No [X]
EXPLANATORY NOTE
This Form 10-KSB/A Amendment No. 2 ("Form 10-KSB/A No. 2") is being filed
by Ridgefield Acquisition Corp. (the "Company") to amend the Company's Annual
Report on Form 10-KSB for the year ended December 31, 2007 that was initially
filed with the Securities and Exchange Commission (the "SEC") on March 31, 2008.
This Form 10-KSB/A No. 2 amends only Item 8A of Part II of the Form
10-KSB (the "Amended Item"). In accordance with Rule 12b-15 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), the Amended Item has been
amended and restated in its entirety. No attempt has been made in this Form
10-KSB/A No. 2 to modify or update other disclosures as presented in the 10-KSB.
In addition, the exhibit list in Item 13 of Part III has not been updated except
that currently dated certifications from our Principal Executive Officer, as
required by Rule 12b-15 under the Exchange Act, are filed with this Form
10-KSB/A No. 2 as Exhibits 31 and 32.
Item 8A (T). Controls and Procedures.
Disclosure Controls and Procedures
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We maintain "disclosure controls and procedures," as defined in Rules
13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that
information required to be disclosed by us in reports we file or submit under
the Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms, and that such information is
accumulated and communicated to our principal executive officer to allow timely
decisions regarding required disclosure. In designing and evaluating our
disclosure controls and procedures, the Company recognized that disclosure
controls and procedures, no matter how well conceived and operated, can provide
only reasonable assurance of achieving the desired control objectives, and we
necessarily are required to apply our judgment in evaluating the cost-benefit
relationship of possible disclosure controls and procedures.
Evaluation of disclosure and controls and procedures
----------------------------------------------------
Based on his evaluation of the Company's disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act)
as of the end of the period covered by this annual report on Form 10-KSB the
Company's principle 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.
1
Notwithstanding the above, the Company acknowledges that its Form 10-KSB
for the fiscal year ended December 31, 2007, which was filed on March 31, 2008
(the "2007 10-KSB") did not include a report of management's assessment of
internal control over financial reporting as required by Rule 13a-15(e)
promulgated under the Exchange Act. Pursuant to Interpretation 115.02 issued on
July 3, 2008, of the Compliance & Disclosure Interpretations issued by the
Commission's Division of Corporate Finance, the failure to file a report of
management's assessment of internal control over financial reporting renders the
2007 10-KSB materially deficient and as such renders the Company not timely or
current in its Exchange Act reporting. However, with the filing of this Form
10-KSB/A No. 2, Interpretation 115.02 provides that the Company shall be deemed
current, but not timely, in its Exchange Act reporting. As a result of the
Company not being timely in its Exchange Act reporting, the Company will not be
permitted to register its securities on a Form S-3 registration statement until
the Company is deemed timely in its Exchange Act reporting and satisfies all
other criteria necessary to register securities on a Form S-3 registration
statement. The Company does not believe this will have a material effect on the
Company.
Management's Annual Report on
Internal Control over Financial Reporting
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Our management is responsible for establishing and maintaining adequate
internal control over financial reporting, as such term is defined in Rules 13a-
15(f) and 15d-15(f) of the Exchange Act. Our internal control system was
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes, in
accordance with generally accepted accounting principles. Because of inherent
limitations, a system of internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate due to change in conditions, or that the degree of compliance with
the policies or procedures may deteriorate.
Internal control over financial reporting is defined, under the Exchange
Act, as a process designed by, or under the supervision of, the issuer's
principal executive and principal financial officers, or persons performing
similar functions, and effected by the issuer's board of directors, management
and other personnel, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles and
includes those policies and procedures that:
o Pertain to the maintenance of records that in reasonable detail
accurately and fairly reflect the transactions and dispositions of the assets of
the issuer;
o Provide reasonable assurance that transactions are recorded as necessary
to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the issuer
are being made only in accordance with authorizations of management and
directors of the issuer; and
o Provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the issuer's assets that could
have a material effect on the financial statements.
2
The Company's principal executive officer has assessed the effectiveness
of the Company's internal control over financial reporting as of December 31,
2007. In making this assessment, the Company's principal executive officer was
guided by the releases issued by the SEC and to the extent applicable the
criteria established in Internal Control - Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission. The Company's
principal executive officer has concluded that based on his assessment, as of
December 31, 2007, the Company's procedures of internal control over financial
reporting was effective.
Readers are cautioned that internal control over financial reporting, no
matter how well designed, has inherent limitations and may not prevent or detect
misstatements. Therefore, even effective internal control over financial
reporting can only provide reasonable assurance with respect to the financial
statement preparation and presentation.
This annual report does not include an attestation report of the
Company's registered public accounting firm regarding internal control over
financial reporting. Management's report was not subject to attestation by the
Company's registered public accounting firm pursuant to temporary rules of the
SEC that permit the Company to provide only management's report in this annual
report.
This report shall not be deemed to be filed for purposes of Section 18
of the Exchange Act, or otherwise subject to the liabilities of that section,
and is not incorporated by reference into any filing of the Company, whether
made before or after the date hereof, regardless of any general incorporation
language in such filing.
Changes in Internal Control over Financial Reporting
----------------------------------------------------
There were no changes in our internal control over financial reporting
that occurred during the quarter ended December 31, 2007 that have materially
affected, or are reasonable likely to materially affect, our internal control
over financial reporting.
3
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: September 5, 2008
RIDGEFIELD ACQUISITION CORP.,
a Nevada corporation
By: /s/ Steven N. Bronson
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Steven N. Bronson, CEO and President
Principle Executive Officer as
Registrant's duly authorized officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:
/s/ Steven N. Bronson /s/ Kenneth Schwartz
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Steven N. Bronson Kenneth Schwartz
President, Chief Executive Director
Officer and Chairman September 5, 2008
of the Board of Directors
Principal Executive Officer
September 5, 2008
/s/ Leonard Hagan
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Leonard Hagan
Director
September 5, 2008
4
EXHIBIT INDEX
The following Exhibits are filed herewith:
Exhibit
Number Description of Document
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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.