Item 2.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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Forward Looking Statements Disclosure
This Quarterly Report on Form 10-Q/A (Amendment
No. 1) 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 Section 27A of the
Securities Act of 1933 (the "Reform Act") and Section 21E 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, 2015, 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, 2015.
Acquisition Strategy
The Company's plan of operation is to arrange
for a merger, acquisition, business combination or other arrangement by and between the Company and a viable operating entity.
The Company has not identified a viable operating entity for a merger, acquisition, business combination or other arrangement,
and there can be no assurance that the Company will ever successfully arrange for a merger, acquisition, business combination or
other arrangement by and between the Company and a viable operating entity.
The Company anticipates that the selection
of a business opportunity will be a complex process and will involve a number of risks, because potentially available business
opportunities may occur in many different industries and may be in various stages of development. Due in part to depressed economic
conditions in a number of geographic areas, rapid technological advances being made in some industries and shortages of available
capital, management believes that there are numerous firms seeking either the limited additional capital which the Company will
have or the benefits of a publicly traded corporation, or both. The perceived benefits of a publicly traded corporation may include
facilitating or improving the terms upon which additional equity financing may be sought, providing liquidity for principal shareholders,
creating a means for providing incentive stock options or similar benefits to key employees, providing liquidity for all shareholders
and other factors.
In some cases, management of the Company
will have the authority to effect acquisitions without submitting the proposal to the shareholders for their consideration. In
some instances, however, the proposed participation in a business opportunity may be submitted to the shareholders for their consideration,
either voluntarily by the Board of Directors to seek the shareholders' advice and consent, or because of a requirement of state
law to do so.
In seeking to arrange a merger, acquisition,
business combination or other arrangement by and between the Company and a viable operating entity, management's objective will
be to obtain long-term capital appreciation for the Company's shareholders. There can be no assurance that the Company will be
able to complete any merger, acquisition, business combination or other arrangement by and between the Company and a viable operating
entity.
The Company may need additional funds in
order to effectuate a merger, acquisition or other arrangement by and between the Company and a viable operating entity, although
there is no assurance that the Company will be able to obtain such additional funds, if needed. Even if the Company is able to
obtain additional funds there is no assurance that the Company will be able to effectuate a merger, acquisition or other arrangement
by and between the Company and a viable operating entity.
Results of Operations
For the three months ended September 30,
2016 and 2015, the Company incurred General and administrative expenses of $3,006 and $7,362, resulting in a net loss equal to
$5,254 and $9,185 respectively. General and administrative expenses for the three months ended September 30, 2016 consisted of
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 September 30, 2016 and 2015, the Company incurred interest expense
of $2,248 and $1,823, respectively.
For the nine months ended September 30,
2016 and 2015, the Company incurred General and administrative expenses of $10,655 and $17,243, resulting in a net loss equal to
$16,842 and $21,712 respectively. General and administrative expenses for the nine months ended September 30, 2016 consisted of
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 nine months ended September 30, 2016 and 2015, the Company incurred interest expense
of $6,187 and $4,469, respectively.
Liquidity and Capital Resources
During the three months ended September
30, 2016, the Company satisfied its working capital needs from cash on hand and loans from the Company’s Chairman and President.
As of September 30, 2016, the Company had cash on hand in the amount of $513.
The Company's long term financial condition
will be subject to 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.
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 4. 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 the end of the period covered by this report, the Company initially 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) in connection with the preparation
and filing of the Initial 10-Q. Based on the evaluation, the Company's Principal Executive Officer initially 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 that the Company’s disclosure controls and procedures are operating
in an effective manner 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. Subsequent to the filing of the Original 10-Q, the Company was made aware that its independent registered
public accounting firm had not completed its required review of the Original 10-Q. As a result, the Company's President, which
serves as its Principal Executive Officer and principal financial and accounting officer, concluded that the Company's disclosure
controls and procedures
were not effective as of the end of the period covered by this report such that the information
relating to our company, required to be disclosed in our Securities and Exchange Commission reports (i) is recorded, processed,
summarized and reported within the time periods specified in SEC rules and forms and (ii) is accumulated and communicated to our
management, including our Chief Executive Officer and our Vice President who serves as our principal financial officer, to allow
timely decisions regarding required disclosure.
The Company's approval
to file with Initial 10-Q prior to the completion of such review also is a material weakness in the Company's internal control
over financial reporting. The Company will institute additional internal controls and disclosure controls during the fourth quarter
of 2016 to remediate these material weaknesses.
Changes in internal controls over financial reporting.
There have been no changes in the 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, the 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.