Item 1. Financial Statements.
RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
Sept. 30, 2007 Dec. 31, 2006
(Unaudited) (Audited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 192,558 $ 435,167
Investments 575,000 $ --
----------- -----------
TOTAL ASSETS $ 767,558 $ 435,167
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 3,385 $ 7,635
----------- -----------
TOTAL CURRENT LIABILITIES 3,385 7,635
----------- -----------
COMMITMENTS AND CONTINGENCIES -- --
STOCKHOLDERS' EQUITY
Preferred stock, $.01 par value; authorized - 5,000,000 shares
Issued - none -- --
Common stock, $.001 par value; authorized - 30,000,000 shares
Issued and outstanding - 1,140,773 shares 1,141 1,141
Capital in excess of par value 2,093,003 2,093,003
Accumulated deficit (947,820) (947,820)
Deficit accumulated during the development stage (646,069) (718,792)
Accumulated other comprehensive gain 263,918 --
----------- -----------
TOTAL STOCKHOLDERS' EQUITY 764,173 427,532
----------- -----------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 767,558 $ 435,167
=========== ===========
|
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 Nine Months Ended Cumulative Amounts
September 30, September 30, from January 1, 2000
2007 2006 2007 2006 through Sept. 30, 2007
REVENUES
Interest income $ 1,185 $ 3,501 $ 5,140 $ 9,874 $ 48,120
Realized gain on investments -- -- 99,984 1,652 133,258
-------- ------- -------- --------- ---------
TOTAL REVENUES 1,185 3,501 105,124 11,526 181,378
-------- ------- -------- --------- ---------
OPERATING EXPENSES
General and administrative 8,965 29,350 32,402 131,342 678,098
Employee stock options -- -- -- -- 130,625
Write off of patent -- -- -- -- 18,724
-------- ------- -------- --------- ---------
TOTAL EXPENSES 8,965 29,350 32,402 131,342 827,447
-------- ------- -------- --------- ---------
NET INCOME (LOSS) (7,780) (25,849) 72,723 (119,816) (646,069)
OTHER COMPREHENSIVE INCOME/(LOSS)
Unrealized gain/(loss)
on securities 143,750 -- 363,902 (3,276) 363,582
Reclassification adjustment
for realized (gain)/loss -- -- (99,984) (1,652) (99,664)
-------- ------- -------- --------- ---------
OTHER COMPREHENSIVE INCOME (LOSS) 143,750 -- 263,918 (4,928) 263,918
-------- ------- -------- --------- ---------
COMPREHENSIVE INCOME (LOSS) $135,970 $(25,849) $336,641 $(124,744) $(382,151)
======== ======== ======== ========= =========
NET INCOME (LOSS) PER COMMON SHARE
Basic and Dilutive $ (0.01) $ (0.02) $ 0.06 $ (0. 11)
======== ======== ======== =========
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING
Basic and Dilutive 1,140,773 1,140,773 1,140,773 1,116,597
========= ========= ========= =========
|
See accompanying notes to consolidated financial statements
4
RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Cumulative
Nine Months Ended Amounts from
September 30, January 1, 2000
through Sept. 30,
2007 2006 2007
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 72,723 $ (119,816) $ (646,069)
Adjustment to reconcile net income (loss)
to net cash used in operating activities
Stock issuance for salary -- -- 107,912
Stock issued for professional services -- -- 18,200
Stock options compensation -- -- 130,625
Write-off of patent -- -- 18,724
Realized gain on sales of investments (99,984) (1,652) (133,257)
Changes in assets and liabilities
Decrease in note and interest receivable -- -- 50,000
Increase/(decrease) in accounts payable
and accrued expenses (4,250) (3,018) 89,212
---------- ---------- ----------
Net Cash Used in Operating Activities (31,511) (124,486) (364,653)
---------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of investments (523,582) -- (1,174,445)
Proceeds from sale of investments 312,484 61,224 996,620
---------- ---------- ----------
Net Cash (Used in) Provided by Investing Activities (211,098) 61,224 (177,825)
---------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Exercise of common stock warrants -- -- 5,625
Issuance of common stock -- 139,200 304,200
---------- ---------- ----------
Net Cash Provided by Financing Activities -- 139,200 309,825
---------- ---------- ----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (242,609) 75,938 (232,653)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIODS 435,167 375,778 425,211
---------- ---------- ----------
CASH, END OF PERIODS $ 192,558 $ 451,716 $ 192,558
========== ========== ==========
Non-cash operating activities:
Stock issuance for salary in satisfaction of
accrued salary included in accounts payable and
accrued expenses -- -- 101,220
|
See accompanying notes to consolidated financial statements.
5
RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The unaudited financial statements included herein were prepared from
the records of the Company in accordance with accounting principles generally
accepted in the United States of America and reflect all adjustments which are,
in the opinion of management, necessary to provide a fair statement of the
results of operations and financial position for the interim periods September
30, 2007 and 2006 and cumulative amounts from January 1, 2000 through September
30, 2007. Such financial statements generally conform to the presentation
reflected in the Company's Form 10-KSB filed with the Securities and Exchange
Commission for the year ended December 31, 2006. 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
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 consolidated financial statements of Ridgefield Acquisition Corp. include
the accounts of Bio-Medical Automation, Inc., its wholly owned subsidiary. All
inter-company transactions have been eliminated in consolidation.
The accompanying financials statements as of September 30, 2007 and for the
three and nine month periods then ended include the accounts of the Company and
its wholly owned subsidiary.
The Company has accumulated a deficit since reentering the development stage of
$(646,069) through September 30, 2007. 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 September 30,
2007, 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 2006 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 September 30, 2007.
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 - 2006
remain open to examination by the I.R.S. and state authorities.
We recognize 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
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.
During 2003, the President was granted an option to purchase 150,000 shares of
the Company's common stock at an exercise price of 110% of the closing market
price as of the date of grant, for a period of five years. On March 25, 2005,
the Board of Directors renewed the President's employment agreement through
March 23, 2006 with the modification that the President will no longer receive
an annual salary of $48,000. The Board also agreed to pay the President's
accrued salary of $113,132 through the issuance of 107,745 shares at fair value
of the Company's common stock. On March 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.
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. 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
$575,000 and cumulative unrealized gains of $263,918 at September 30, 2007.
On April 26, 2007, the Company sold all of its investment (50,000 shares) in
Argan, Inc., a publicly traded holding company at an average price of $6.26 for
proceeds of approximately $313,000.
8
Item 2. Management Discussion and Analysis or Plan of Operation
Forward Looking Statements Disclosure
This report on Form 10-QSB contains, in addition to historical
information, Forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934
(the "Exchange Act"). You can identify these forward-looking statements when you
see words such as "expect," "anticipate," "estimate," "may," "plans," "believe,"
and other similar expressions. These statements are not guarantees of future
performance and are subject to certain risks, uncertainties and assumptions that
are difficult to predict. Actual results could differ materially from those
projected in the forward-looking statements. Factors that could cause such a
difference include, but are not limited to, those discussed in the section
entitled "Factors Affecting Operating Results and Market Price of Stock,"
contained in the Company's Annual Report on Form 10-KSB for the year ended
December 31, 2006. 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, 2006.
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.
9
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 month and nine month periods ended September 30, 2007 and 2006 and the
period from January 1, 2000 through September 30, 2007, the Company has earned
no revenues other than interest income and income from investments.
Acquisition Strategy
The Company is primarily engaged in seeking to arrange for a merger,
acquisition, business combination or other arrangement by and between the
Company and a viable operating entity. The Company has not identified a viable
operating entity and there can be no assurance that the Company will ever
successfully arrange for a merger, acquisition, business combination or other
arrangement.
The Company anticipates that the selection of a business opportunity will
be a complex process and will involve a number of risks, because potentially
available business opportunities may occur in many different industries and may
be in various stages of development. Due in part to depressed economic
conditions in a number of geographic areas, rapid technological advances being
made in some industries and shortages of available capital, management believes
that there are numerous firms seeking either the limited additional capital
which the Company will have or the benefits of a publicly traded corporation, or
both. The perceived benefits of a publicly traded corporation may include
facilitating or improving the terms upon which additional equity financing may
be sought, providing liquidity for principal shareholders, creating a means for
providing incentive stock options or similar benefits to key employees, and
providing liquidity for all shareholders and other factors.
In some cases, management of the Company will have the authority to
effect acquisitions without submitting the proposal to the shareholders for
their consideration. In some instances, however, the proposed participation in a
business opportunity may be submitted to the shareholders for their
consideration, either voluntarily by the Board of Directors to seek the
shareholders' advice and consent, or because of a legal requirement 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.
10
The Company's U.S. Patent
On March 19, 2002, the Company was awarded United States Patent No. US
6,358,749 B1 for the "Automated System for Chromosome Microdissection and Method
of Using Same" (the "Patent").
The Patent covers an automated system and method for microdissection of
samples such as chromosomes or other biological material, and in particular, it
relates to a robotic assisted microdissection system and method that
significantly reduces the time and skill needed for cellular and sub-cellular
dissections. Microdissection is defined as dissection under the microscope;
specifically: dissection of cells and tissues by means of fine needles that are
precisely manipulated by levers. The system and method covered by the Patent
attempts to provide reliability and ease of operation thereby making
microdissection widely available to laboratories. While the Company has never
derived any revenues from the micro-robotic device, the Company plans to attempt
to license or sell the technology covered by the Patent. There can be no
assurances that the Company will be able to successfully market the technology
covered by the Patent or that the Company will ever derive any revenues from the
Patent or the technology covered by the Patent.
During the first quarter of 2003, the Board of Directors of the Company
authorized the formation of a wholly owned subsidiary of the Company for the
purposes of owning, developing and exploiting the Patent. On March 3, 2003, the
Company filed Articles of Incorporation with the Secretary of State of the State
of Nevada to form Bio-Medical Automation, Inc., a Nevada corporation wholly
owned by the Company ("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.
On January 31, 2007, the Board of Directors of the Company, among other
things, duly appointed officers and directors for the Subsidiary. The following
table sets forth the name, age and position of each of the directors, executive
officers and significant employees of Bio-Medical as of September 30, 2007. Each
director will serve on the Board of Directors of the Subsidiary for a term of
one year or until their successor is appointed and duly qualified at the next
annual meeting of the Subsidiary's stockholders or until his or her successor
has been elected and qualified. The Subsidiary's executive officers are
appointed by, and serve at the discretion of, the Board of Directors.
Name Age Position
------------------ ----- --------------------
Steven N. Bronson 41 Chairman, President, Treasurer and Secretary
Alan Rosenberg 36 Director
Louis Meade 50 Director
|
The Subsidiary does not currently provide any compensation to its
officers or directors.
In March 2006, the Company deposited $50,000 of the Company's assets
into the Subsidiary's bank account.
The Company took the foregoing action to further its plans to exploit the
Patent owned by the Subsidiary. However, there can be no assurances that the
Subsidiary will successfully develop and/or exploit the technology covered by
the Patent.
As of September 30, 2007, Bio-Medical had 45,000,000 shares of capital
stock authorized for issuance consisting of (1) 40,000,000 share of common stock
par value $.001 per share; and (2) 5,000,000 shares of preferred stock par value
$.01 per share. Bio-Medical has 1,140,773 shares of its common stock issued and
outstanding, all of which are owned by the Company. Bio-Medical has no shares of
preferred stock issued or outstanding. A copy of the Articles of Incorporation
and bylaws of Bio-Medical are attached to the Company's Annual Report on Form
10-KSB for the year ended December 31, 2005 as Exhibit 3.6 and Exhibit 3.7,
respectively, and such documents are incorporated herein by reference.
11
The Spin-Off of Bio-Medical
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 is currently earning
in light of historically low interest rates. The Board directed that management
maintain at least $40,000 of the Company's cash in a federally insured bank or
money market account.
In furtherance of the Company's investment strategy the Company opened a
brokerage account with Catalyst Financial LLC ("Catalyst"), a broker-dealer
registered with the U.S. Securities and Exchange Commission and a member in good
standing with the National Association of Securities Dealers, Inc. Catalyst is
owned and controlled by Steven N. Bronson, the Company's President. Catalyst has
agreed to charge the Company commissions of no more that $.02 per share with a
minimum of $75 per trade on securities transactions. The Board approved the
commission structure to be charged by Catalyst. Mr. Bronson abstained from
voting on all Board resolutions concerning the Company's investment strategy and
the Company's arrangements with Catalyst.
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 September 30, 2007 the
shares were valued at $575,000.
12
Results of Operations
For the three months ended September 30, 2007, the Company had dividend and
interest income from investments of $1,185. For the same period the Company
incurred general and administrative expenses of $8,965 resulting in a net loss
from operations equal to $7,780. General and administrative expenses for the
three months ended September 30, 2007 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 nine months ended September 30, 2007, the Company had revenues
from a realized gain on the sale if its investment in Argan Inc., totaling
$99,984 and dividend and interest income from investments of $5,140. For the
same period the Company incurred general and administrative expenses of $32,402
resulting in a net gain from operations equal to $72,723. General and
administrative expenses for the nine months ended September 30, 2007 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 months ended September 30, 2007, the Company satisfied
its working capital needs from cash on hand and cash generated from interest
income during the year. As of September 30, 2007, the Company had cash and cash
equivalents on hand in the amount of $192,558 and the Company held 57,500 shares
of Argan, Inc. common stock valued at $575,000.
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, 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.
13
Item 3. Controls and Procedures
Disclosure controls and procedures are controls and other procedures
that are designed to ensure that information required to be disclosed by the
Company in its periodic reports filed or submitted by the Company under the
Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the Securities and Exchange Commission's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed by the
Company in its periodic reports that are filed under the Exchange Act is
accumulated and communicated to our management, including our principal
executive and financial officer, as appropriate to allow timely decisions
regarding required disclosure.
Evaluation of disclosure and controls and procedures. As of the end of
the period covered by this report, the Company carried out an evaluation, under
the supervision and with the participation management, including the chief
executive officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Exchange Act). Based on the evaluation, the Company's chief
executive officer has concluded that the Company's disclosure controls and
procedures are designed to ensure that information required to be disclosed by
the Company in the reports that it files or submits under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in the SEC's rules and forms and are operating in an effective manner.
Changes in internal controls over financial reporting. There were no
changes in the Company's internal controls over financial reporting or in other
factors that have materially affected, or are reasonably likely to materially
affect, the Company's internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
During the quarter ended September 30, 2007, the Company was not a
party to any material legal proceedings.
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
The following exhibits are hereby filed as part of this Quarterly
Report on Form 10-QSB or incorporated herein by reference.
3.1 Articles of Incorporation, incorporated by reference to Registration
Statement No. 33-13074-D as Exhibit 3.1.
3.2 Amended Bylaws adopted June 1, 1987, incorporated by reference to
Annual Report on Form 10-K for the fiscal year ended December 31, 1987
as Exhibit 3.2.
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.
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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 June 30, 2001.
10.14 Mergers and Acquisitions Advisory Agreement, dated as of November 13,
2001, between Bio-Medical Automation, Inc. and Catalyst Financial LLC
incorporated by reference to the Annual Report on Form 10-KSB for the
year ended December 31, 2001.
10.15 Mergers and Acquisitions Advisory Agreement, dated as of April 1, 2005,
between Ridgefield Acquisition Corp. and Catalyst Financial LLC.
10.16 Appointment of Atlas Stock Transfer Agent Corporation as the transfer
Agent for Ridgefield Acquisition Corp.
10.17 Employment Agreement between Ridgefield Acquisition Corp. and Steven N.
Bronson, dated as of March 28, 2006.
10.18 Addendum, dated as of February 1, 2006, to Mergers and Acquisitions
Advisory Agreement, dated as of April 1, 2005, between Ridgefield
Acquisition Corp. and Catalyst Financial LLC.
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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.
--------------------------------
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* Filed herewith
b) Reports on Form 8-K.
The Company did not file a current report on Form 8-K, during the quarter
ended September 30, 2007.
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 13, 2007
RIDGEFIELD ACQUSITION CORP.
By: /s/ Steven N. Bronson
---------------------------------------
Steven N. Bronson, President
(Principle Executive Officer),
as Registrant's duly authorized officer
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