RIDGEFIELD ACQUISITION CORP - Quarter Report: 2011 June (Form 10-Q)
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 June 30, 2011.
or
¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT.
For the transition period from to
Commission File No. — 0-16335
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Ridgefield Acquisition Corp.
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(Exact name of registrant as specified in its Charter)
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Nevada
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84-0922701
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification Number)
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225 N.E. Mizner Boulevard, Suite 400 Boca Raton, Florida 33432
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(Address of Principal Executive Office) (Zip Code)
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(561) 362-5385
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(Registrant's telephone number including area code)
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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.
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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x
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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 August 8, 2011 the issuer had 1,260,773 outstanding shares of common stock.
RIDGEFIELD ACQUISITION CORP.
FORM 10-Q
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Page
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PART I
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FINANCIAL INFORMATION
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3
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Item 1.
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Financial Statements
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3
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Consolidated Balance Sheets as of June 30, 2011 (unaudited) and December 31, 2010
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3
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Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three Months and Six Months Ended June 30, 2011 and 2010 (unaudited)
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4
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Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2011 and 2010(unaudited)
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5
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Notes to Condensed Consolidated Financial Statements
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6
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Management Discussion and Analysis of Financial Condition and Results of Operations
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8
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Item 4.
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Controls and Procedures
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10
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PART II
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OTHER INFORMATION
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11
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Item 1.
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Legal Proceedings
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11
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Item 5.
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Other Information
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11
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Item 6.
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Exhibits
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11
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SIGNATURES
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13
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2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
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June 30,
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December 31,
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2011
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2010
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(Unaudited)
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ASSETS
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CURRENT ASSETS
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Cash and cash equivalents
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$ | 73,025 | $ | 889,887 | ||||
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TOTAL ASSETS
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$ | 73,025 | $ | 889,887 | ||||
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LIABILITIES AND STOCKHOLDERS' EQUITY
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CURRENT LIABILITIES
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Accounts payable and accrued expenses
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$ | 8,374 | $ | 946 | ||||
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Accrued income tax
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— | 13,411 | ||||||
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TOTAL CURRENT LIABILITIES
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8,374 | 14,357 | ||||||
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STOCKHOLDERS' EQUITY
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Preferred stock, $.01 par value; authorized - 5,000,000 shares, Issued - none
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— | — | ||||||
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Common stock, $.001 par value; authorized - 30,000,000 shares, Issued and outstanding - 1,260,773 shares
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1,261 | 1,261 | ||||||
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Capital in excess of par value
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2,272,883 | 2,272,883 | ||||||
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Accumulated deficit
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(2,209,493 | ) | (1,398,614 | ) | ||||
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TOTAL STOCKHOLDERS' EQUITY
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64,651 | 875,530 | ||||||
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TOTAL LIABILITIES & STOCKHOLDERS' EQUITY
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$ | 73,025 | $ | 889,887 | ||||
See accompanying notes to consolidated financial statements.
3
RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
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Three Months Ended
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Six Months Ended
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June 30,
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June 30,
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2011
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2010
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2011
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2010
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General and administrative expenses
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$ | 30,654 | $ | 8,240 | $ | 42,879 | $ | 21,274 | ||||||||
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TOTAL EXPENSES
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30,654 | 8,240 | 42,879 | 21,274 | ||||||||||||
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OTHER INCOME
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Interest Income
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357 | 673 | 1,408 | 817 | ||||||||||||
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Realized gain on investments
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— | 25,734 | — | 272,134 | ||||||||||||
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TOTAL OTHER INCOME
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357 | 26,407 | 1,408 | 272,951 | ||||||||||||
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NET INCOME (LOSS) BEFORE TAXES
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(30,297 | ) | 18,167 | (41,471 | ) | 251,677 | ||||||||||
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INCOME TAXES
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(12,944 | ) | — | (12,944 | ) | — | ||||||||||
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NET INCOME (LOSS)
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$ | (43,241 | ) | $ | 18,167 | $ | (54,415 | ) | $ | 251,677 | ||||||
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OTHER COMPREHENSIVE INCOME/(LOSS)
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Reclassification adjustment for gains included in net income
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— | (13,412 | ) | — | (239,548 | ) | ||||||||||
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OTHER COMPREHENSIVE INCOME/(LOSS)
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— | (13,412 | ) | — | (239,548 | ) | ||||||||||
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COMPREHENSIVE INCOME
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$ | — | $ | 4,755 | $ | — | $ | 12,129 | ||||||||
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NET INCOME PER COMMON SHARE
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Basic and Dilutive
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$ | (.03 | ) | $ | .01 | $ | (.04 | ) | $ | .20 | ||||||
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WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
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Basic and Dilutive
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1,260,773 | 1,260,773 | 1,260,773 | 1,260,773 | ||||||||||||
See accompanying notes to consolidated financial statements
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RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
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Six Months Ended
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June 30
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June 30,
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2011
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2010
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CASH FLOWS FROM OPERATING ACTIVITIES
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Net income (loss)
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$ | (54,415 | ) | $ | 251,677 | |||
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Adjustment to reconcile net income (loss) to net cash used in operating activities
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Stock issued for professional services
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— | 9,000 | ||||||
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Realized gain on sales of investments
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— | (272,134 | ) | |||||
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Changes in assets and liabilities
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Increase (decrease) accounts payable and accrued expenses
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(5,983 | ) | (9,201 | ) | ||||
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Net Cash Used in Operating Activities
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(60,398 | ) | (20,658 | ) | ||||
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CASH FLOWS FROM INVESTING ACTIVITIES
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Proceeds from sale of investments
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— | 608,902 | ||||||
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Net Cash Provided by Investing Activities
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— | 608,902 | ||||||
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CASH FLOWS FROM FINANCING ACTIVITIES
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Payment for distribution of dividends
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(756,464 | ) | — | |||||
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Net Cash used in Financing Activities
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(756,464 | ) | 608,902 | |||||
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NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
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(816,862 | ) | 588,244 | |||||
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CASH AND CASH EQUIVALENTS, BEGINNING OF PERIODS
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889,887 | 307,409 | ||||||
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CASH AND CASH EQUIVALENTS, END OF PERIODS
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$ | 73,025 | $ | 895,653 | ||||
See accompanying notes to consolidated financial statements.
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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 December 31, 2010 is derived from the audited financial statements presented in the Company's Annual Report on Form 10-K for the years ended December 31, 2010 and 2009. 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, 2010.
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 or 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 months ended June 30, 2011 are not necessarily indicative of results for the full fiscal year.
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RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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 convertible equity instruments consisting of options. There is no difference in the calculation of basic and diluted income per share for 2011 and 2010, 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.
NEW ACCOUNTING STANDARDS
There are no new accounting standards that are expected to have a significant impact on the Company.
NOTE 2 – RETURN OF CAPITAL DISTRIBUTION
On May 4, 2011, the Company paid $756,464 as a return of capital distribution ($.60 a share) to its shareholders of record as of April 15, 2011.
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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 contains certain statements that are not historical facts, including, most importantly, information concerning possible or assumed future results of operations of Ridgefield Acquisition Corp. (the "Company") and statements preceded by, followed by or that include the words "may," "believes," "expects," "anticipates," or the negation thereof, or similar expressions, which constitute "forward-looking statements" within the meaning of the Section 27A of the Securities Act of 1933 and Section 21E (the "Reform Act") of the Securities Exchange Act of 1934 (the "Exchange Act"). For those statements, the Company claims the protection of the safe harbor for forward-looking statements contained in the Reform Act. These forward-looking statements are based on the Company's current expectations and are susceptible to a number of risks, uncertainties and other factors, including the risks specifically enumerated in Company's Annual Report on Form 10-K for the year ended December 31, 2010, 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, 2010.
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.
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The Company anticipates that the selection of a business opportunity will be a complex process and will involve a number of risks, because potentially available business opportunities may occur in many different industries and may be in various stages of development. Due in part to depressed economic conditions in a number of geographic areas, rapid technological advances being made in some industries and shortages of available capital, management believes that there are numerous firms seeking either the limited additional capital which the Company will have or the benefits of a publicly traded corporation, or both. The perceived benefits of a publicly traded corporation may include facilitating or improving the terms upon which additional equity financing may be sought, providing liquidity for principal shareholders, creating a means for providing incentive stock options or similar benefits to key employees, providing liquidity for all shareholders and other factors.
In some cases, management of the Company will have the authority to effect acquisitions without submitting the proposal to the shareholders for their consideration. In some instances, however, the proposed participation in a business opportunity may be submitted to the shareholders for their consideration, either voluntarily by the Board of Directors to seek the shareholders' advice and consent, or because of a requirement of state law to do so.
In seeking to arrange a merger, acquisition, business combination or other arrangement by and between the Company and a viable operating entity, management's objective will be to obtain long-term capital appreciation for the Company's shareholders. There can be no assurance that the Company will be able to complete any merger, acquisition, business combination or other arrangement by and between the Company and a viable operating entity.
The Company may need additional funds in order to effectuate a merger, acquisition or other arrangement by and between the Company and a viable operating entity, although there is no assurance that the Company will be able to obtain such additional funds, if needed. Even if the Company is able to obtain additional funds there is no assurance that the Company will be able to effectuate a merger, acquisition or other arrangement by and between the Company and a viable operating entity.
Investment Strategy
On August 25, 2003, the Board of Directors of the Company authorized the Company to invest a portion of the Company's cash in marketable securities in an effort to realize a greater rate of return than the Company had been earning in light of historically low interest rates. The Board directed that management maintain at least $40,000 of the Company's cash in a federally insured bank or money market account. The Company presently does not hold any securities of any publicly traded company.
At June 30, 2011 the Company did not hold any investment securities.
While the Company endeavors to invest in securities that have a potential for gain, there can be no assurances that the Company will not suffer losses based on its Investment Strategy.
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Results of Operations
For the three months ended June 30, 2011, the Company has not earned any revenues, except for interest income of $357. For the same period, the Company incurred general and administrative expenses of $30,654 resulting in a net loss from operations equal to $43,241. General and administrative expenses for the three months ended June 30, 2011 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 six months ended June 30, 2011, the Company has not earned any revenues, except for interest income of $1,408. For the same period, the Company incurred general and administrative expenses of $42,879 resulting in a net loss from operations equal to $54,415. General and administrative expenses for the three months ended June 30, 2011 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 June 30, 2011, the Company satisfied its working capital needs from cash on hand, cash generated from interest income and sales of investments. As of June 30, 2011, the Company had cash and cash equivalents on hand in the amount of $73,025.
The Company's future financial condition will be subject to: (1) its ability to arrange for a merger, acquisition or a business combination with an operating business on favorable terms that will result in profitability. There can be no assurance that the Company will be able to do so or, if it is able to do so, that the transaction will be on favorable terms not resulting in an unreasonable amount of dilution to the Company's existing shareholders.
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 carried out an evaluation, under the supervision and with the participation of our Principal Executive Officer, of the effectiveness of the design and operation of the Company's Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on the evaluation, the Company's Principal Executive Officer has concluded that the Company's disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and are operating in an effective manner.
10
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 June 30, 2011, the Company was not a party to any material legal proceedings.
Item 5. Other Information.
Return on Capital Distribution
On May 4, 2011, the Company paid $756,464 or $.60 a share, as a return of capital distribution to its shareholders of record as of April 15, 2011.
Subsequent Event
Change of Accountants. On July 5, 2011, the Company dismissed Berman & Company, P.A. as its independent accountants. On July 7, 2011 the Company engaged Mark Bailey & Company, Ltd as its new independent registered public accounting firm. The Company previously disclosed it change in independent accountants in a Current Report on Form 8-K, dated July 8, 2011.
Item 6. Exhibits
The following exhibits are hereby filed as part of this Quarterly Report on Form 10-Q or incorporated herein by reference.
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3.1
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Articles of Incorporation, incorporated by reference to Registration Statement No. 33-13074-D as Exhibit 3.1.
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3.2
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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.
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3.4
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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.
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11
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3.5
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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.
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3.6
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Articles of Incorporation of Bio-Medical Automation, Inc. a Nevada corporation, the Company's wholly owned subsidiary.
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3.7
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By-laws of Bio-Medical Automation, Inc. a Nevada corporation, the Company's wholly owned subsidiary.
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10.1
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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.
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10.2
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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.
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10.3
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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.
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10.4
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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.
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10.5
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Form of Promissory Note, April 1, 1996.
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10.6
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Form of Security Agreement, April 1, 1996.
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10.7
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Form of Common Stock Purchase Warrant, April 1, 1996.
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10.8
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Form of Promissory Note, July 1, 1996.
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10.9
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Form of April 1, 1996 Promissory Note Extension, October 17, 1996.
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10.10
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Form of Common Stock Purchase Warrant, October 10, 1996.
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10.11
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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.
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10.12
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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.
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10.13
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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.
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10.14
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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.
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12
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10.15
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Mergers and Acquisitions Advisory Agreement, dated as of April 1, 2005, between Ridgefield Acquisition Corp. and Catalyst Financial LLC.
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10.16
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Appointment of Atlas Stock Transfer Agent Corporation as the transfer Agent for Ridgefield Acquisition Corp.
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10.17
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Employment Agreement between Ridgefield Acquisition Corp. and Steven N. Bronson, dated as of March 28, 2006.
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10.18
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Addendum, dated as of February 1, 2006, to Mergers and Acquisitions Advisory Agreement, dated as of April 1, 2005, between Ridgefield Acquisition Corp. and Catalyst Financial LLC.
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14
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Code of Ethics
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31*
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President's Written Certification Of Financial Statements Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32*
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President's Written Certification Of Financial Statements Pursuant to 18 U.S.C. Statute 1350.
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* 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: August 9, 2011
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RIDGEFIELD ACQUSITION CORP.
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By:
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/s/ Steven N. Bronson
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Steven N. Bronson, President
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(Principle Executive Officer),
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as Registrant's duly authorized
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officer
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13
EXHIBIT INDEX
The following Exhibits are filed herewith:
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Exhibit
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Number
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Description of Document
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31
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President's Statement Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32
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President's Written Certification Of Financial Statements Pursuant to 18 U.S.C. Statute 1350.
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