RDGA Ridgefield Acquisition Corp (PK)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Form 10-Q

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.

For the quarterly period ended March 31, 2008.

OR

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT.

Commission File No. -- 0-16335

 Nevada 84-0922701
------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

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. 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.

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 equity, as of the latest practicable date.

As of May 12, 2008, the issuer had 1,140,773 outstanding shares of common stock.

RIDGEFIELD ACQUISITION CORP.
(A Development Stage Company)

FORM 10-QSB

 Page

PART I - FINANCIAL INFORMATION 3

Item 1. Financial Statements 3

 Consolidated Balance Sheets as of March 31, 2008
 (unaudited) and December 31, 2007 (audited) 3

 Consolidated Statements of Operations and
 Comprehensive Loss for the Three Months Ended
 March 31, 2008 and 2007, Cumulative Amounts from
 January 1, 2000 through March 31, 2008 (unaudited) 4

 Consolidated Statements of Cash Flows for the Three Months
 Ended March 31, 2008 and 2007, Cumulative Amounts
 from January 1, 2000 through March 31, 2008 (unaudited) 5

 Notes to Consolidated Financial Statements 6


Item 2. Management Discussion and Analysis or Plan of Operations 10

Item 3. Quantitative and Qualitative Disclosure about Market Risk 13

Item 4T. Controls and Procedures 13


PART II - OTHER INFORMATION 14

Item 1. Legal Proceedings 14

Item 6. Exhibits 14

SIGNATURES 15

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

 March 31, 2008 Dec. 31, 2007

 (Unaudited) (Audited)
 ----------- -----------
 ASSETS
CURRENT ASSETS
 Cash and cash equivalents $ 180,346 $ 186,287

 Investments 789,475 $ 767,625
 ----------- -----------

TOTAL ASSETS $ 969,821 $ 953,912
 =========== ===========


 LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
 Accounts payable and accrued expenses $ 9,611 $ 9,861
 ----------- -----------
TOTAL CURRENT LIABILITIES 9,611 9,861
 ----------- -----------

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 (664,507) (658,816)
 Accumulated other comprehensive gain 478,393 456,543
 ----------- -----------

TOTAL STOCKHOLDERS' EQUITY 960,210 944,051
 ----------- -----------

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 969,821 $ 953,912
 =========== ===========

See accompanying notes to consolidated financial statements.

RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)

 Three Months Ended Cumulative Amounts
 March 31, from January 1, 2000
 2008 2007 through March 31, 2008
 --------- --------- ----------------------
REVENUES
 Interest income $ 901 $ 1,434 $ 50,135
 Realized gain on investments -- -- 133,258
 --------- --------- ---------
TOTAL REVENUES 901 1,434 183,393
 --------- --------- ---------
OPERATING EXPENSES

 General and administrative 6,592 12,458 698,551
 Employee stock options -- -- 130,625
 Write off of patent -- -- 18,724
 --------- --------- ---------
TOTAL EXPENSES 6,592 12,458 847,900
 --------- --------- ---------

NET LOSS (5,691) (11,024) (664,507)

OTHER COMPREHENSIVE INCOME/(LOSS)
 Unrealized gain on securities 21,850 104,500 578,056
 Reclassification adjustment
 for realized income/loss -- -- (99,663)
 --------- --------- ---------
OTHER COMPREHENSIVE INCOME 21,850 104,500 478,393
 --------- --------- ---------

COMPREHENSIVE INCOME/(LOSS) $ 16,159 $ 93,476 $ (186,114)
 ========= ========= =========

NET LOSS PER COMMON SHARE
 Basic and Dilutive $ (0.01) $ (0.01) $ (0.21)
 ========= ========= ==========


WEIGHTED AVERAGE NUMBER OF COMMON
 SHARES OUTSTANDING
 Basic and Dilutive 1,140,773 1,140,773 896,095
 ========= ========= =========

See accompanying notes to consolidated financial statements

RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

 Cumulative
 Three Months Ended Amounts from
 March 31, January 1, 2000
 through March 31,
 2008 2007 2008
 --------- ---------- -----------------
CASH FLOWS FROM OPERATING ACTIVITIES
 Net loss $ (5,691) $ (11,024) $(664,507)
 Adjustment to reconcile net 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 investments -- -- (133,257)
 Changes in assets and liabilities
 Decrease in note and interest receivable -- -- 50,000
 Increase (Decrease) in accounts payable and
 accrued expenses (250) 3,150 95,438
 --------- --------- ---------
 Net Cash Used in Operating Activities (5,941) (7,874) (376,865)

CASH FLOWS FROM INVESTING ACTIVITIES
 Purchases of investments -- (212,500) (1,174,445)
 Proceeds from sale of investments -- -- 996,620
 --------- --------- ---------

 Net Cash Used in Investing Activities -- (212,500) (177,825)
 --------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
 Exercise of common stock warrants -- -- 5,625
 Issuance of common stock -- -- 304,200
 --------- --------- ---------

 Net Cash Provided by Financing Activities -- -- 309,825
 --------- --------- ---------

NET DECREASE IN CASH AND CASH EQUIVALENTS (5,941) (220,374) (244,865)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIODS 186,287 435,167 425,211
 --------- --------- ---------

CASH AND CASH EQUIVALENTS, END OF PERIODS $ 180,346 $ 214,793 $ 180,346
 ========= ========= =========

See accompanying notes to consolidated financial statements.

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, 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 March 31, 2008 and 2007 and cumulative amounts from January 1, 2000 through March 31, 2008. 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, 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.

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 March 31, 2008 and for the three months 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 $(664,507) through March 31, 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 March 31, 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 March 31, 2008.

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.

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. The M&A Advisory Agreement expired by its terms on March 31, 2008.

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 $789,475 and cumulative unrealized gains of $478,393 at March 31, 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 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.

Money Market Funds

Cash and cash equivalents include money market accounts valued at $178,484.

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 March 31, 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 March 31, 2008:

 Balance at
 Level 1 Level 2 Level 3 March 31, 2008
 -----------------------------------------------
Assets

Marketable Equity Securities $789,475 $ -- $ -- $789,475

Money Market Funds $178,484 $ -- $ -- $178,484

The Company does not have any fair value measurements within Level 2 or Level 3 of the fair value hierarchy as of March 31, 2008.

Item 2. Management Discussion and Analysis or Plan of Operation

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, 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.

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 months ended March 31, 2008 and 2007 and the period from January 1, 2000 through March 31, 2008, the Company has earned no revenues other than interest income and income from investments.

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.

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.

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 March 31, 2008 the Company's 57,500 shares of Argan common stock were valued at $789,475.

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.

For the three months ended March 31, 2008, the Company has not earned any revenues, except for interest income of $901. For the same period the Company incurred general and administrative expenses of $6,592 resulting in a net loss from operations equal to $5,691. General and administrative expenses for the three months ended March 31, 2008 costs associated with maintaining the Company's status as a public company including (without limitation) filing reports with the Securities and Exchange Commission.

During the three months ended March 31, 2008, the Company satisfied its working capital needs from cash on hand and cash generated from interest income during the year. As of March 31, 2008, the Company had cash and cash equivalents on hand in the amount of $180,346 and the Company, held 57,500 shares of Argan, Inc.("Argan") common stock valued at $789,475.

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 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 March 31, 2008, the Company was not a party to any material legal proceedings.

Item 6. 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.

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.

 14

10.11 Asset Purchase Agreement with JOT incorporated by reference to Form 8-K
 reporting an event of November 4, 1998, and amendment thereto
 incorporated by reference to Form 8-K reporting an event of December
 15, 1998.

10.12 Stock Purchase Agreement, between Bio-Medical Automation, Inc. and
 Steven N. Bronson, incorporated by reference to the Current Report on
 Form 8-K filed on April 6, 2000.

10.13 Employment Agreement between Bio-Medical Automation, Inc. and Steven N.
 Bronson, dated as of March 24, 2001, incorporated by reference to
 Quarterly Report on Form 10-QSB for the quarter ended March 31, 2001.

10.14 Mergers and Acquisitions Advisory Agreement, dated as of November 13,
 2001, between Bio-Medical Automation, Inc. and Catalyst Financial LLC
 incorporated by reference to the Annual Report on Form 10-KSB for the
 year ended December 31, 2001.

10.15 Mergers and Acquisitions Advisory Agreement, dated as of April 1, 2005,
 between Ridgefield Acquisition Corp. and Catalyst Financial LLC.

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: May 15, 2008

RIDGEFIELD ACQUSITION CORP.

By: /s/ Steven N. Bronson
 ------------------------------------
 Steven N. Bronson, President
 (Principle Executive Officer),
 as Registrant's duly authorized officer

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.

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