UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Form 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the quarterly period ended September 30, 2009.
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)
1 North Federal Highway, Suite 201 Boca Raton, Florida 33432
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(Address of Principal Executive Office) (Zip Code)
(561) 362-5385
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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 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.
[X] Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T
(Section 232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).
[X] Yes [ ] 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.
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).
[X] Yes [ ] No
As of November 11, 2009, the issuer had 1,242,773 outstanding shares of
common stock.
RIDGEFIELD ACQUISITION CORP.
FORM 10-Q
Page
PART I FINANCIAL INFORMATION 3
Item 1. Financial Statements 3
Consolidated Balance Sheets as of September 30, 2009
(unaudited) and December 31, 2008 3
Consolidated Statements of Operations and Comprehensive
Income (Loss) for the Three Months and Nine
Months Ended September 30, 2009 and 2008 (unaudited) 4
Statement of Cash Flows for the Nine Months Ended
September 30, 2009 and 2008 (unaudited) 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management Discussion and Analysis of Financial Condition
and Results of Operations 10
Item 4T. Controls and Procedures 13
PART II OTHER INFORMATION 14
Item 1. Legal Proceedings 14
Item 6. Exhibits 14
SIGNATURES 16
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
September 30, December 31,
2009 2008
(Unaudited) (Audited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 151,453 $ 123,162
Investments 746,962 626,750
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TOTAL ASSETS $ 898,415 $ 749,912
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 2,575 $ 15,285
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TOTAL CURRENT LIABILITIES 2,575 15,285
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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 - 1,236,773 on September 30, 2009
and 1,182,773 shares on December 31, 2008 1,237 1,183
Capital in excess of par value 2,236,907 2,155,961
Accumulated deficit (1,684,998) (1,738,185)
Accumulated other comprehensive gain 342,694 315,668
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TOTAL STOCKHOLDERS' EQUITY 895,840 734,627
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TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 898,415 $ 749,912
=========== ===========
See accompanying notes to consolidated financial statements.
3
RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
Three Months Ended Nine Months Ended
September 30, September 30,
2009 2008 2009 2008
----------- ----------- ----------- -----------
REVENUES
Investment income $ 242 $ 594 $ 543 $ 2,215
Realized gain on investments 24,901 -- 197,341 --
----------- ----------- ----------- -----------
TOTAL REVENUES 25,143 594 197,884 2,215
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OPERATING EXPENSES
General and administrative 46,604 47,901 144,697 72,765
----------- ----------- ----------- -----------
TOTAL EXPENSES 46,604 47,901 144,697 72,765
----------- ----------- ----------- -----------
NET INCOME (LOSS)BEFORE TAXES (21,461) (47,307) 53,187 (70,550)
INCOME TAXES -- -- -- --
----------- ----------- ----------- -----------
NET INCOME(LOSS) (21,461) (47,307) 53,187 (70,550)
=========== =========== =========== ===========
OTHER COMPREHENSIVE INCOME/(LOSS)
Unrealized gain (loss)
on securities (6,101) 122,475 27,026 122,475
Reclassification adjustment
For realized (gain)/loss -- (28,175) -- --
----------- ----------- ----------- -----------
OTHER COMPREHENSIVE INCOME/(LOSS) (6,101) 94,300 27,026 122,475
----------- ----------- ----------- -----------
COMPREHENSIVE INCOME/(LOSS) $ (27,562) $ 46,993 $ 80,213 $ 51,925
=========== =========== =========== ===========
NET INCOME (LOSS) PER COMMON SHARE
Basic and Dilutive $ (0.02) $ (.04) $ .06 $ (.06)
=========== =========== =========== ===========
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING
Basic and Dilutive 1,224,773 1,158,708 1,206,883 1,147,297
=========== =========== =========== ===========
See accompanying notes to consolidated financial statements
4
RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine Months Ended
September 30 September 30
2009 2008
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CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income $ 53,187 $ (70,550)
Adjustment to reconcile net (loss) income
to net cash used in operating activities
Stock issued for professional services 81,000 36,000
Realized gain on sales of investments (197,341) --
Changes in assets and liabilities
Decrease in accounts payable
and accrued expenses (12,710) (6,476)
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Net Cash Used in Operating Activities (75,864) (41,026)
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CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of investments 304,729 --
Purchase of investment securities (200,574) --
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Net Cash Provided by Investing Activities 104,155 --
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NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 28,291 (41,026)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIODS 123,162 186,287
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CASH AND CASH EQUIVALENTS, END OF PERIODS $ 151,453 $ 145,261
========= =========
See accompanying notes to consolidated financial statements.
5
RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION
The unaudited condensed consolidated financial statements included herein
were prepared pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosure normally
included in financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been
condensed or omitted pursuant to such rules and regulations. In the opinion of
management, disclosures made are adequate to make the information not
misleading. These condensed consolidated financial statements should be read in
conjunction with the financial statements and notes included in the Company's
Form 10-K for the year ended December 31, 2008.
In the opinion of management, the interim data includes all normally
recurring adjustments, necessary for a fair presentation of the results for the
interim period. The results of operations for the interim periods are not
necessarily indicative of the results that may be expected for the fiscal year.
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 financial statements as of September 30, 2009 and for the three
months then ended include the accounts of the Company and its wholly-owned
subsidiary.
As of September 30, 2009, 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.
ASSETS AND LIABILITIES MEASURED AT FAIR VALUE
Fair value measurements should be determined based on the assumptions that
market participants would use in pricing the asset or liability. A fair value
hierarchy has been established 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).
6
RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ASSETS AND LIABILITIES MEASURED AT FAIR VALUE (continued)
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 liability.
NOTE 2 - GOING CONCERN
The accompanying consolidated financial statements have been prepared on the
basis of accounting principles applicable to a going concern which contemplates
the realization of assets and extinguishment of liabilities in the normal course
of business. As shown in the accompanying consolidated financial statements, the
Company has accumulated a deficit of $1,684,998 through September 30, 2009. As
of September 30, 2009, the Company has no principal operations or revenue
producing activities.
These factors indicate that the Company may be unable to continue in existence.
The Company's financial statements do not include any adjustments related to the
carrying value of assets or the amount and classification of liabilities that
might be necessary should the Company be unable to continue in existence. The
Company's ability to establish itself as a going concern is dependent on its
ability to merge with another entity or acquire revenue producing activities.
NOTE 3 - NEW ACCOUNTING STANDARDS
There are no new accounting standards that are expected to have a significant
impact on the Company.
7
RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 - RELATED PARTY TRANSACTIONS
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.
Pursuant to the Consulting Agreement, dated June 6, 2008, between the Company
and Catalyst Financial, LLC, during the three months ended September 30, 2009,
the Company paid Catalyst Financial $15,000 and issued Catalyst Financial an
aggregate amount of 18,000 shares of the Company's common stock as follows: (1)
6,000 shares on July 31, 2009, (2) 6,000 shares on August 31, 2009 and (3) 6,000
shares on September 30, 2009. The expense related to the issuance of these
shares was $27,000.
NOTE 5 - INVESTMENTS
Investments are classified as available for sale. Accordingly, the investments
are carried at fair value with unrealized gains and losses reported separately
in other comprehensive income. 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. On July 24, 2009, the Company sold 2,354 of Argan
common shares at a price of $16.00 per share or $37,613. These investments had a
fair market value of $505,962 and cumulative unrealized gains of $302,674 at
September 30, 2009.
On July 2, 2009 the Company purchased 50,000 shares of common stock of FCStone
Group, Inc, at a price of $4.0015 a share or $200,575. These investments had a
fair market value of $241,000 and cumulative unrealized gains of $40,425 at
September 30, 2009.
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.
8
RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6 - ASSETS AND LIABILITIES MEASURED AT FAIR VALUE
Money Market Funds
The table below presents the Company's assets and liabilities measured at fair
value on a recurring basis as of September 30, 2009, 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 September
30, 2009:
Balance at
Assets Level 1 Level 2 Level 3 September 30, 2009
-------------------------------------------------
Marketable Equity Securities $746,962 $ -- $ -- $746,962
Money Market Funds $151,453 $ -- $ -- $151,453
The Company does not have any fair value measurements within Level 2 or Level 3
of the fair value hierarchy as of September 30, 2009.
NOTE 7 - INCOME TAXES
The estimate of the effective tax rate is based on projections of income taxes
for the full fiscal year. The estimated expense for the period ended September
30, 2009 did not result in a recorded tax provision due to the availability of
net operating loss carryforwards.
NOTE 8 - SUBSEQUENT EVENTS
On October 1, 2009, the previously announced merger between International Assets
Holding Corporation ("IAAC") and FCStone Group, Inc. ("FCStone") was completed
and each outstanding share of FCStone was exchanged for .2950 shares of IAAC.
Accordingly, on October 1, 2009 the Company received 14,750 shares of IAAC in
exchange for its 50,000 shares of FCStone.
Pursuant to the Consulting Agreement, dated June 6, 2008, between the Company
and Catalyst Financial, LLC, the Company paid Catalyst Financial $5,000 on
October 1, 2009 and $5,000 on November 1, 2009, and on October 31, 2009 the
Company issued 6,000 shares of the Company's common stock, $.001 par value, to
Catalyst Financial.
We evaluated subsequent events through November 12, 2009, which is the date the
financial statements were issued. We are not aware of any significant events,
other than those identified above, which occurred subsequent to the balance
sheet date but prior to November 12, 2009, that would have a material impact on
our financial statements.
9
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Forward Looking Statements Disclosure
-------------------------------------
This Quarterly Report on Form 10-Q contains certain statements that are not
historical facts, including, most importantly, information concerning possible
or assumed future results of operations of Ridgefield Acquisition Corp. (the
"Company") and statements preceded by, followed by or that include the words
"may," "believes," "expects," "anticipates," or the negation thereof, or similar
expressions, which constitute "forward-looking statements" within the meaning of
the Section 27A of the Securities Act of 1933 and Section 21E (the "Reform Act")
of the Securities Exchange Act of 1934 (the "Exchange Act"). For those
statements, the Company claims the protection of the safe harbor for
forward-looking statements contained in the Reform Act. These forward-looking
statements are based on the Company's current expectations and are susceptible
to a number of risks, uncertainties and other factors, including the risks
specifically enumerated in Company's Annual Report on Form 10-K for the year
ended December 31, 2008, and the Company's actual results, performance and
achievements may differ materially from any future results, performance or
achievements expressed or implied by such forward-looking statements. The
Company will not undertake and specifically declines any obligation to publicly
release the result of any revisions, which may be made to any forward-looking
statements to reflect events or circumstances after the date of such statements
or to reflect the occurrence of anticipated or unanticipated events. In
addition, it is the Company's policy generally not to make any specific
projections as to future earnings, and the Company does not endorse any
projections regarding future performance that may be made by third parties.
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-K for the year ended December 31, 2008.
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.
10
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.
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. The Company presently holds securities in 2 publicly
traded companies.
On June 1, 2007, the Company purchased 57,500 shares of Argan, Inc.
("Argan") common stock at an average price of $5.40 per share or $311,082.
Between April 9, 2009 and April 15, 2009, the Company sold an aggregate amount
of 17,500 shares of Argan for gross proceeds of approximately $267,116. On July
24, 2009 the company sold 2,354 of Argan shares for gross proceeds of $37,613.
At September 30, 2009 the Company owned 37,646 shares of Argan common stock
valued at $505,962.
11
On July 2, 2009 the Company purchased 50,000 shares of FCStone Group, Inc.
("FCStone") common stock at an average price of $4.0015 per share or $200,575.
At September 30, 2009 the Company owned 50,000 shares of FCStone common stock
valued at $241,000.
While the Company endeavors 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.
Subsequent Event
----------------
On October 1, 2009, the previously announced merger between International
Assets Holding Corporation ("IAAC") and FCStone was completed and each
outstanding share of FCStone was exchanged for .2950 shares of IAAC.
Accordingly, on October 1, 2009 the Company received 14,750 shares of IAAC in
exchange for its 50,000 shares of FCStone.
Results of Operations
---------------------
For the three months ended September 30, 2009, the Company has not earned
any revenues, except for interest income of $242 and realized gains of $24,901
from the sale of 2,354 shares of Argan stock. For the same period the Company
incurred general and administrative expenses of $46,604 resulting in a net loss
from operations equal to $21,461. General and administrative expenses for the
three months ended September 30, 2009 consisted of costs associated primarily
with our agreement with Catalyst Financial.
For the nine months ended September 30, 2009 the Company has not earned any
Revenues except for interest income of $543 and realized gains of $197,341 from
the sale of 19,854 shares of Argan stock. For the same period the Company
incurred general and administrative expenses of $144,697 resulting in a net
income equal to $53,187. General and administrative expenses for the nine months
ended September 30, 2009 consisted of costs associated primarily with our
agreement with Catalyst Financial.
Liquidity and Capital Resources
-------------------------------
During the three months ended September 30, 2009, the Company satisfied its
working capital needs from cash on hand, cash generated from interest income
during the year and gains from investments. As of September 30, 2009, the
Company had cash and cash equivalents on hand in the amount of $151,453 and the
Company, held 37,646 shares of Argan common stock valued at $505,962 and 50,000
shares of FCStone common stock valued at $241,000.
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. 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.
12
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 4T. Controls and Procedures
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.
Evaluation of disclosure and controls and procedures.
As of September 30, 2009, 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 have been no changes in Company's internal control over financial
reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)
that occurred during Company's most recent quarter that has materially affected,
or is reasonably likely to materially affect, Company's internal control over
financial reporting.
It should be noted that any system of controls, however well designed and
operated, can provide only reasonable, and not absolute, assurance that the
objectives of the system are met. In addition, the design of any control system
is based in part upon certain assumptions about the likelihood of future events.
Because of these and other inherent limitations of control systems, there is
only reasonable assurance that the Company's controls will succeed in achieving
their stated goals under all potential future conditions.
13
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
During the quarter ended September 30, 2009, the Company was not a party to
any material legal proceedings.
Item 5. Other Information
On June 6, 2008, the Company entered into an 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. (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.
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 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.
Pursuant to the Consulting Agreement, during the three months ended
September 30, 2009, the Company paid Catalyst Financial $15,000 and issued
Catalyst Financial an aggregate amount of 18,000 shares of the Company's common
stock as follows: (1) 6,000 shares on July 31, 2009, (2) 6,000 shares on August
31, 2009 and (3) 6,000 shares on September 30, 2009.
Subsequent Event
----------------
In accordance with the Consulting Agreement, the Company paid Catalyst
Financial $5,000 on October 1, 2009 and $5,000 on November 1, 2009, and on
October 31, 2009 the Company issued 6,000 shares of the Company's common stock,
$.001 par value, to Catalyst Financial.
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.
14
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.
15
10.14 Mergers and Acquisitions Advisory Agreement, dated as of November 13,
2001, between Bio-Medical Automation, Inc. and Catalyst Financial LLC
incorporated by reference to the Annual Report on Form 10-KSB for the
year ended December 31, 2001.
10.15 Mergers and Acquisitions Advisory Agreement, dated as of April 1,
2005, between Ridgefield Acquisition Corp. and Catalyst Financial LLC.
10.16 Appointment of Atlas Stock Transfer Agent Corporation as the transfer
Agent for Ridgefield Acquisition Corp.
10.17 Employment Agreement between Ridgefield Acquisition Corp. and Steven
N. Bronson, dated as of March 28, 2006.
10.18 Addendum, dated as of February 1, 2006, to Mergers and Acquisitions
Advisory Agreement, dated as of April 1, 2005, between Ridgefield
Acquisition Corp. and Catalyst Financial LLC.
14 Code of Ethics
31* President's Written Certification Of Financial Statements Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
32* President's Written Certification Of Financial Statements Pursuant to
18 U.S.C. Statute 1350.
--------------------------------
* Filed herewith
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: November 12, 2009
RIDGEFIELD ACQUSITION CORP.
By: /s/ Steven N. Bronson
------------------------------------
Steven N. Bronson, President
(Principle Executive Officer),
as Registrant's duly authorized
officer
16
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.
17