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 September 30, 2013.
 
 
 
or
 
 
¨
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT.
 
 
  For the transition period from _________________to ________________ 
 
Commission File No. — 0-16335
 
Ridgefield Acquisition Corp.
(Exact name of registrant as specified in its Charter)
 
Nevada
 
84-0922701
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification Number)
 
 
225 N.E. Mizner Boulevard, Suite 400 Boca Raton, Florida 33432
 
 
(Address of Principal Executive Office) (Zip Code)
 
 
 
(561) 362-5385
 
 
(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 8, 2013 the issuer had 1,260,773 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, 2013 (unaudited) and December 31, 2012
3
 
 
 
 
Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2013 and 2012 (unaudited)
4
 
 
 
 
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2013 and 2012(unaudited)
5
 
 
 
 
Notes to Condensed Consolidated Financial Statements
6
 
 
 
Item 2.
Management Discussion and Analysis of Financial Condition and Results of Operations
8
 
 
 
Item 4.
Controls and Procedures
10
 
 
 
PART II
OTHER INFORMATION
11
 
 
 
Item 1.
Legal Proceedings
11
 
 
 
Item 6.
Exhibits
12
 
 
 
SIGNATURES
14
 
 
2

 
PART I - FINANCIAL INFORMATION
 
Item 1. Financial Statements.
 
RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
 
 
 
September 30,
 
December 31,
 
 
 
2013
 
2012
 
 
 
(Unaudited)
 
 
 
 
ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CURRENT ASSETS
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
805
 
$
22,357
 
 
 
 
 
 
 
 
 
TOTAL ASSETS
 
$
805
 
$
22,357
 
 
 
 
 
 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CURRENT LIABILITIES
 
 
 
 
 
 
 
Accounts payable and accrued expenses
 
$
2,618
 
$
16,545
 
Related party note
 
 
7,200
 
 
—
 
 
 
 
 
 
 
 
 
TOTAL CURRENT LIABILITIES
 
 
9,818
 
 
16,545
 
 
 
 
 
 
 
 
 
STOCKHOLDERS’ (DEFICIT) 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 - 1,260,773 shares
 
 
1,261
 
 
1,261
 
Capital in excess of par value
 
 
1,516,419
 
 
1,516,419
 
Accumulated deficit
 
 
(1,526,693)
 
 
(1,511,868)
 
 
 
 
 
 
 
 
 
TOTAL STOCKHOLDERS’ (DEFICIT) EQUITY
 
 
(9,013)
 
 
5,812
 
 
 
 
 
 
 
 
 
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY
 
$
805
 
$
22,357
 
 
See accompanying notes to consolidated financial statements.
 
 
3

 
RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
 
 
 
Three Months Ended
 
Nine Months Ended
 
 
 
September 30,
 
September 30,
 
 
 
2013
 
2012
 
2013
 
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
General and administrative expenses
 
$
6,829
 
$
2,966
 
$
14,832
 
$
17,825
 
TOTAL EXPENSES
 
 
6,829
 
 
2,966
 
 
14,832
 
 
17,825
 
OTHER INCOME
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest Income
 
 
—
 
 
42
 
 
7
 
 
104
 
TOTAL OTHER INCOME
 
 
—
 
 
42
 
 
7
 
 
104
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET LOSS BEFORE TAXES
 
 
(6,829)
 
 
(2,924)
 
 
(14,825)
 
 
(17,721)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET LOSS
 
$
(6,829)
 
$
(2,924)
 
$
(14,825)
 
$
(17,721)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET LOSS PER COMMON SHARE
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic and Dilutive
 
$
(.01)
 
$
(.00)
 
$
(.01)
 
$
(.01)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic and Dilutive
 
 
1,260,773
 
 
1,260,773
 
 
1,260,773
 
 
1,260,773
 
 
See accompanying notes to consolidated financial statements
 
 
4

 
RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 
 
 
Nine Months Ended
 
 
 
September 30,
 
September 30,
 
 
 
2013
 
2012
 
 
 
 
 
 
 
 
 
CASH FLOWS FROM OPERATING ACTIVITIES
 
 
 
 
 
 
 
Net loss
 
$
(14,825)
 
$
(17,721)
 
Adjustment to reconcile net loss to net cash used in operating activities
 
 
 
 
 
 
 
Changes in assets and liabilities
 
 
 
 
 
 
 
Decrease in prepaid tax
 
 
—
 
 
12,674
 
Decrease in accounts payable and accrued expenses
 
 
(13,927)
 
 
(13,200)
 
 
 
 
 
 
 
 
 
Net Cash Used in Operating Activities
 
 
(28,752)
 
 
(18,247)
 
 
 
 
 
 
 
 
 
CASH FLOWS FROM FINANCING ACTIVITIES
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Proceeds from related party note
 
 
7,200
 
 
—
 
 
 
 
 
 
 
 
 
Net cash provided by financing activities
 
 
7,200
 
 
—
 
 
 
 
 
 
 
 
 
NET DECREASE IN CASH AND CASH EQUIVALENTS
 
 
(21,552)
 
 
(18,247)
 
 
 
 
 
 
 
 
 
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIODS
 
 
22,357
 
 
44,340
 
 
 
 
 
 
 
 
 
CASH AND CASH EQUIVALENTS, END OF PERIODS
 
$
805
 
$
26,093
 
 
See accompanying notes to consolidated financial statements.
 
 
5

 
RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION
 
(A)           Nature of Operations
 
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. Since July 2000, the Company has suspended all operations, except for necessary administrative matters.
 
The Company has no principal operations or revenue producing activities. 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.
 
(B)           Basis of Presentation
 
The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information.
 
The financial information as of September 30, 2013 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the years ended December 31, 2012 and 2011. The unaudited interim financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, which contains the audited financial statements and notes thereto, together with the Plan of Operations for the year ended December 31, 2012.
 
Certain information or footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted, pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. It is management’s opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The interim results for the three and nine months ended September 30, 2013 are not necessarily indicative of results for the full fiscal year.
 
 
6

 
RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
GOING CONCERN
 
The accompanying condensed interim 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 condensed interim financial statements, the Company has an accumulated deficit of approximately $ 1.5 million through September 30, 2013. As of September 30, 2013, the Company has no principal operations or significant revenue producing activities, which raises substantial doubt about its ability to continue as a going concern. The Company’s condensed interim 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 as a going concern. The Company’s ability to establish itself as a going concern is dependent on its ability to merge with another entity. The outcome of this matter cannot be determined at this time.
 
INCOME PER COMMON SHARE
 
Basic income (loss) per common share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the year. Diluted income per common share is calculated by adjusting outstanding shares, assuming conversion of all potentially dilutive equity instruments. There is no difference in the calculation of basic and diluted income per share for the three and nine months ended September 30, 2013 and 2012, respectively.
 
USE OF ESTIMATES
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
 
DUE TO RELATED PARTY
 
During the three months ended September 30, 2013, The Company’s president and principal executive officer has loaned the Company money to fund working capital needs to pay operating expenses. The loans are repayable upon demand and accrue interest at the rate of 10 % per annum. As of September 30, 2013, the aggregate principal loan balance amounted to $ 7,200 .
 
NEW ACCOUNTING STANDARDS
 
There are no new accounting standards that are expected to have a significant impact on the Company.
 
 
7

 
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 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, 2012, 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, 2012.
 
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.
 
 
8

 
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.
 
 
9

 
Results of Operations
 
For the three months ended September 30, 2013 and 2012, the Company incurred general and administrative expenses of $6,829 and $2,966, resulting in a net loss equal to $6,829 and $2,924, respectively. General and administrative expenses for the three months ended September 30, 2013 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.
 
For the nine months ended September 30, 2013 and 2012, the Company has not earned any revenues, except for interest income of $7 and $104, respectively. For the same periods, the Company incurred general and administrative expenses of $14,832 and $17,825, resulting in a net loss equal to $14,825 and $17,721, respectively. General and administrative expenses for the nine months ended September 30, 2013 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.
 
Liquidity and Capital Resources
 
During the three months ended September 30, 2013, the Company satisfied its working capital needs from cash on hand and loans from the Company’s President and majority shareholder. As of September 30, 2013, the Company had cash and cash equivalents on hand in the amount of $805. For the foreseeable future the Company will be dependent on additional borrowings from the Company’s President and majority shareholder.
 
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.
 
 
10

 
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 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 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.
 
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.
 
PART II - OTHER INFORMATION
 
Item 1. Legal Proceedings
 
During the quarter ended September 30, 2013, the Company was not a party to any material legal proceedings.
 
Item 5. Other Information.
 
During the quarter ended September 30, 2013, the Company’s president and principal Executive officer has loaned the Company money at various times to fund working capital needs to pay operating expenses. The loan (the “Loan”) is repayable upon demand and accrues interest at the rate of 10% per annum. As of September 30, 2013, the aggregate principal loan balance amounted to $7,200 and such loans have accrued interest of $73 through September 30, 2013. The Loans are evidenced by a written loan agreement, dated November 12, 2013, which is attached to hereto as Exhibit 10.19.
 
 
11

 
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 for Ridgefield Acquisition Corp., a Colorado corporation, incorporated by reference to Registration Statement No. 33-13074-D as Exhibit 3.1.
 
 
3.2
Amended Bylaws adopted June 1, 1987, for Ridgefield Acquisition Corp., a Colorado corporation, 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, for Ridgefield Acquisition Corp., a Colorado corporation, 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 for Ridgefield Acquisition Co., a Colorado Corporation, 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, Ridgefield Acquisition Corp.’s wholly owned subsidiary, incorporated by reference to the Company’s Current Report on Form 8-K reporting an event of March 7, 2003.
 
 
3.7
By-laws of Bio-Medical Automation, Inc. a Nevada corporation, the Company’s wholly owned subsidiary, incorporated by reference to the Annual Report on form 10-KSB for the year ended December 31, 2005 as exhibit 3.7.
 
 
3.8
Articles of Incorporation for Ridgefield Acquisition Corp., a Nevada corporation, incorporated by reference to Appendix C of the Proxy Statement, dated, May 26, 2006.
 
 
3.9
Bylaws for Ridgefield Acquisition Corp., a Nevada corporation, incorporated by reference to Appendix D of the Proxy Statement, dated May 26, 2006.
 
 
10.1
OEM Purchase Agreement dated January 15, 1990, between Ridgefield Acquisition Corp. 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, incorporated by reference to Annual Report on Form 10-KSB for the fiscal year ended December 31, 1996 as Exhibit 10.5.
 
 
12

 
10.6
Form of Security Agreement, April 1, 1996, incorporated by reference to Annual Report on Form 10-KSB for the fiscal year ended December 31, 1996 as Exhibit 10.6.
 
 
10.7
Form of Common Stock Purchase Warrant, April 1, 1996, incorporated by reference to Annual Report on Form 10-KSB for the fiscal year ended December 31, 1996 as Exhibit 10.7.
 
 
10.8
Form of Promissory Note, July 1, 1996, incorporated by reference to Annual Report on Form 10-KSB for the fiscal year ended December 31, 1996 as Exhibit 10.8.
 
 
10.9
Form of April 1, 1996 Promissory Note Extension, October 17, 1996, incorporated by reference to Annual Report on Form 10-KSB for the fiscal year ended December 31, 1996 as Exhibit 10.9.
 
 
10.10
Form of Common Stock Purchase Warrant, October 10, 1996, incorporated by reference to Annual Report on Form 10-KSB for the fiscal year ended December 31, 1996 as Exhibit 10.10.
 
 
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 as Exhibit 10.11.
 
 
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 as Exhibit 10.12.
 
 
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 as Exhibit 10.13.
 
 
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 as Exhibit 10.14.
 
 
10.15
Mergers and Acquisitions Advisory Agreement, dated as of April 1, 2005, between Ridgefield Acquisition Corp. and Catalyst Financial LLC. Incorporated by reference to Quarterly Report on Form 10-QSB for the quarter ended June 30, 2005 as Exhibit 10.15.
 
 
10.16
Appointment of Atlas Stock Transfer Agent Corporation as the transfer Agent for Ridgefield Acquisition Corp. incorporated by reference to the Annual Report on Form 10-KSB for the year ended December 31, 2005 as Exhibit 10.16.
 
 
10.17
Employment Agreement between Ridgefield Acquisition Corp. and Steven N. Bronson, dated as of March 28, 2006. incorporated by reference to the Annual Report on Form 10-KSB for the year ended December 31, 2005 as Exhibit 10.17.
 
 
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. incorporated by reference to the Annual Report on Form 10-KSB for the year ended December 31, 2005 as Exhibit 10.18.
 
 
10.19*
Loan Agreement between Steven N. Bronson and Ridgefield Acquisition Corp., dated November 12, 2013 attached hereto as Exhibit 10.19.
 
 
13

 
14
Code of Ethics incorporated by reference to the Annual Report on Form 10-KSB for the year ended December 31, 2003 as Exhibit 10.14.
 
 
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.
 
101.INS*#
XBRL Instance Document
101.SCH*#
XBRL Taxonomy Extension Schema
101.CAL*#
XBRL Taxonomy Extension Calculation Linkbase
101.DEF*#
XBRL Taxonomy Extension Definition Linkbase
101.LAB*#
XBRL Taxonomy Extension Label Linkbase
101.PRE*#
XBRL Taxonomy Extension Presentation Linkbase
_____________________
* Filed herewith.
 
# Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1033, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
 
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, 2013
 
 
 
RIDGEFIELD ACQUSITION CORP.
 
 
 
 
By:
/s/ Steven N. Bronson
 
 
Steven N. Bronson, President
 
 
(Principle Executive Officer),
 
 
as Registrant’s duly authorized officer
 
 
14

 
EXHIBIT INDEX
 
The following Exhibits are filed herewith:
 
Exhibit
 
 
Number
 
Description of Document
 
 
 
10.19*
 
Loan Agreement between Steven N. Bronson and Ridgefield Acquisition Corp., dated November 12, 2013.
 
 
 
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.
 
 
 
101.INS*#
 
XBRL Instance Document
101.SCH*#
 
XBRL Taxonomy Extension Schema
101.CAL*#
 
XBRL Taxonomy Extension Calculation Linkbase
101.DEF*#
 
XBRL Taxonomy Extension Definition Linkbase
101.LAB*#
 
XBRL Taxonomy Extension Label Linkbase
101.PRE*#
 
XBRL Taxonomy Extension Presentation Linkbase
 
_____________________
* Filed herewith.
 
# Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1033, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
 
 
15

 

Exhibit 10.19

 

LOAN AGREEMENT

 

 

This Loan Agreement (the “Agreement”), dated November 12, 2013, is entered into by and between Ridgefield Acquisition Corp., a Nevada corporation, with offices located at 225 N.E. Mizner Boulevard, Suite 400 Boca Raton, Florida 33432 (“Borrower”) and Steven N. Bronson, having a business address at 225 N.E. Mizner Boulevard, Suite 400 Boca Raton, Florida 33432 (the “Lender”).

 

WHEREAS , the Lender has loaned and advanced the Borrower monies (each a “Principal Advance” and collectively the “Principal Advances”) in the aggregate amount of $7,200.00 (the “Loan”), as follows:

 

1. $1,200.00 on August 5, 2013;
2. $5,000.00 on August 23, 2013; and
3. $1,000.00 on September 20, 2013.

 

WHEREAS , each of the Principal Advances accrues interest at the rate of ten percent (10%) per year from the date of the Principal Advance.

 

WHEREAS , the parties hereto desire to memorialize the Loan and mutually agree that the Loan shall be shall be subject to the following terms and conditions.

 

NOW, THEREFORE , in consideration of the mutual promises set forth herein, the parties hereto agree as follows:

 

1. Principal. The principal amount of the Loan is $7,200.00. The principal amount and all accrued interest on the Loan is due and payable within ten (10) business days following Borrower’s receipt of a written demand for payment from Payee or immediately upon the occurrence of an Event of Default, as defined herein (the “Maturity Date”). The obligations of the Borrower to make payments provided for in this Agreement are absolute and unconditional and not subject to any defense, set-off, counterclaim, rescission, recoupment or adjustment whatsoever. Upon payment in full of all principal and interest payable hereunder, this Agreement shall be surrendered to the Borrower for cancellation.

 

2. Interest. The Loan shall bear interest on the outstanding principal amount from the date of each Principal Advance until such amounts are repaid to Lender in full, at the rate of 10% per annum . In the event any payment due hereunder shall not be paid on the Maturity Date, then the outstanding principal amount shall bear interest at the lesser of 15% per annum or the highest lawful rate permitted under applicable law, from the date when such payment was due until paid. Additionally, B orrower’s failure to tender a payment, or any part thereof, in accordance with this Agreement above shall constitute an Event of Default. If an Event of Default shall occur due to the Borrower’s failure to make a payment on the required date, Payee shall have no obligation to serve a notice of default. In the event the Borrower fails to remedy the default within five (5) business days after the Event of Default (the “Default Date”), then all outstanding principal and accrued interest shall automatically accelerate and become immediately due and owing (the “Accelerated Debt”). The Accelerated Debt shall accrue interest at the rate of 15% per annum from the Default Date until the Accelerated Debt is paid in full. Payee shall have no obligation to provide notice to Borrower concerning the Default Date, the acceleration of the debt or the interest rate on the Accelerated Debt.

 

 

1
 

  

This paragraph shall not be deemed to extend or otherwise modify or amend the date when such payments are due hereunder. The obligations of the Borrower under this Agreement are subject to the limitation that payments of interest shall not be required to the extent that the charging of or the receipt of any such payment by the holder of this Agreement would be contrary to the provisions of law applicable to the holder of this Agreement limiting the maximum rate of interest which may be charged or collected by the holder of this Agreement . In no event shall any interest to be paid hereunder exceed the maximum rate permitted by law. In any such event, this Agreement shall automatically be deemed amended to permit interest charges at an amount equal to, but no greater than, the maximum rate permitted by law.

 

3. Representations and Warranties . The Borrower represents and warrants as follows:

 

(a) The Borrower has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Borrower and constitutes a valid and binding obligation of the Borrower, enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

 

(b) This Agreement is the legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, and other similar laws affecting creditors’ rights generally.

 

4. Events of Default.

 

The principal amount and all accrued interest on this Loan is due and payable upon the Maturity Date, as defined above. Additionally, the principal amount and all accrued interest on this Loan shall automatically become immediately due and payable upon the occurrence of any of the following events, each of which shall be deemed an “Event of Default”:

 

(a) When there is any misstatement or false statement in connection with, noncompliance with or nonperformance of any of the Borrower’s obligations, representation, warranties or covenants under or emanating from this Agreement;

 

(b) If the Borrower shall make an assignment for the benefit of creditors or shall admit in writing his inability to pay his debts as they become due or if the Borrower shall file a voluntary petition in bankruptcy, or shall be adjudicated a bankrupt or insolvent, or shall file any petition or answer seeking any reorganization arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the present or any future federal bankruptcy code or other applicable federal, state or similar statute, law or regulation, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of the Borrower or of all or any substantial part of its properties.

 

5. Notices . Any notice, other communication or payment required or permitted hereunder shall be in writing and shall be delivered personally or sent by FedEx mail or similar overnight delivery, postage prepaid to the parties at the addresses set forth above. Each of the above addressees may change its address for purposes of this paragraph by giving to the other addressee notice of such new address in conformance with this paragraph.

 

6. Waivers . The Borrower hereby waives presentment, demand for performance, notice of non-performance, protest, notice of protest and notice of dishonor. No delay on the part of Lender in exercising any right hereunder shall operate as a waiver of such right or any other right. This Agreement is being delivered in and shall be construed in accordance with the laws of the State of Florida, without regard to the conflicts of laws provisions thereof.

 

 

2
 

 

 

7. Attorneys’ Fees . If the indebtedness represented by this Agreement or any part thereof is collected in bankruptcy, receivership or other judicial proceedings or if this Loan is placed in the hands of attorneys for collection after default, the Borrower agrees to pay, in addition to the principal payable hereunder, the reasonable attorneys’ fees and collection costs incurred by Lender in attempting to collect the Loan.

 

8. No Changes . This Agreement may not be changed or terminated orally, but only by an agreement in writing signed by the party against whom enforcement of any change, modification, termination, waiver, or discharge is sought.

 

IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the date first above written.

 

 

BORROWER – Ridgefield Acquisition Corp.

 

/s/ Leonard Hagan

__________________________

Leonard Hagan, Director

 

 

 

LENDER – Steven N. Bronson

 

/s/ Steven N. Bronson

_____________________________

Steven N. Bronson

 

 

3

Exhibit 31

 

Statement Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

By Principal Executive Officer and Principal Financial Officer

Regarding Facts and Circumstances Relating to Exchange Act Filings

 

 

I, Steven N. Bronson, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 of Ridgefield Acquisition Corp.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business

issuer as of, and for, the periods presented in this report;

 

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:

 

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c. Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d. Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and

 

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):

 

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

 

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

 

Dated: November 13, 2013

 

/s/ Steven N. Bronson                                                 

Steven N. Bronson,

Principle Executive Officer

 

 

Exhibit 32

  

 

President's Written Certification

Of Financial Statements

Pursuant to 18 U.S.C. Statute 1350

 

 

 

Pursuant to 18 U.S.C. Statute 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned hereby certifies in his capacity as president of Ridgefield Acquisition Corp. (the "Company") that

 

(a) the Quarterly Report of the Company on Form 10-Q for the period Ended September 30, 2013 fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, and

 

(b) the information contained in such report fairly presents, in all material respects, the financial condition of the Company at the end of such period and the results of operations of the Company for such

period.

 

 

Dated: November 13, 2013

 

 

/s/ Steven N. Bronson                              

Steven N. Bronson,

Principle Executive Officer