Ridgefield Acquisition Corp. Files 2023 10-K

TL;DR

<b>Ridgefield Acquisition Corp. filed its annual 10-K report for the fiscal year ending December 31, 2023.</b>

AI Summary

RIDGEFIELD ACQUISITION CORP (RDGAD) filed a Annual Report (10-K) with the SEC on March 12, 2024. Ridgefield Acquisition Corp. filed its 2023 10-K on March 12, 2024. The company's fiscal year ends on December 31st. Steven N. Bronson, CEO, had unsecured revolving promissory note principal and interest transactions in 2023 and 2022. The company was formerly known as BIO MEDICAL AUTOMATION INC and OZO DIVERSIFIED AUTOMATION INC /CO/. The filing includes data for Retained Earnings, Additional Paid-In Capital, and Common Stock for 2023, 2022, and 2021.

Why It Matters

For investors and stakeholders tracking RIDGEFIELD ACQUISITION CORP, this filing contains several important signals. The 10-K filing provides a comprehensive overview of the company's financial performance and operational status for the fiscal year 2023, which is crucial for investors to assess the company's health and future prospects. Disclosure of transactions involving CEO Steven N. Bronson's promissory notes offers insight into related-party dealings and potential financial arrangements impacting the company.

Risk Assessment

Risk Level: low — RIDGEFIELD ACQUISITION CORP shows low risk based on this filing. The filing is a standard 10-K for a SPAC with no significant operational or financial data presented, indicating a low-risk profile for this specific filing.

Analyst Insight

Review the details of Steven N. Bronson's promissory note transactions to understand any potential financial implications for Ridgefield Acquisition Corp.

Key Numbers

• 2023-12-31 — Fiscal Year End (CONFORMED PERIOD OF REPORT)
• 2024-03-12 — Filing Date (FILED AS OF DATE)
• 2860773 — Retained Earnings (us-gaap:RetainedEarningsMember 2023-12-31)
• 2860773 — Additional Paid-In Capital (us-gaap:AdditionalPaidInCapitalMember 2023-12-31)

Key Players & Entities

• RIDGEFIELD ACQUISITION CORP (company) — FILER
• Steven N. Bronson (person) — CEO
• BIO MEDICAL AUTOMATION INC (company) — FORMER COMPANY
• OZO DIVERSIFIED AUTOMATION INC /CO/ (company) — FORMER COMPANY
• Qualstar Corporation (company) — Mr. Bronson President And Ceo Of

FAQ

Risk Factors

• Related Party Transactions [medium — financial]: Transactions involving CEO Steven N. Bronson's unsecured revolving promissory notes for principal and interest are detailed for 2023 and 2022.

Key Dates

• 2023-12-31: Fiscal Year End — Marks the end of the reporting period for the 10-K.
• 2024-03-12: 10-K Filing Date — Date the annual report was officially submitted to the SEC.

Glossary

10-K

An annual report required by the U.S. Securities and Exchange Commission (SEC), which gives a comprehensive summary of a company's financial performance. (This filing provides the core financial and operational data for Ridgefield Acquisition Corp. for the fiscal year 2023.)

SPAC

Special Purpose Acquisition Company: a shell company that is set up to acquire or merge with an existing company. (Ridgefield Acquisition Corp. is identified as a SPAC, indicating its business model and regulatory context.)

Key Financial Figures

• $0.001 — ction 12(g) of the Act: Common Stock, $0.001 par value (Title of Class) Indicate
• $5 — rities with a market price of less than $5.00, other than securities registered on
• $72,982 — all, the Company incurred a net loss of $72,982 during the twelve months ended December
• $63,899 — ended December 31, 2023 as compared to $63,899 during the twelve months ended December
• $60,082 — 3, the Company incurred G&A expenses of $60,082 compared to G&A expenses of $58,923 dur
• $58,923 — of $60,082 compared to G&A expenses of $58,923 during the twelve months ended December
• $1,159 — nded December 31, 2022. The increase of $1,159 is almost entirely attributable to an i
• $17,240 — esulted in an increase of approximately $17,240 in audit related fees. This increase wa
• $12,900 — st expense. Other expenses increased to $12,900 during the twelve months ended December
• $4,976 — ended December 31, 2023, as compared to $4,976 during the twelve months ended December

Filing Documents

• rdga-20231231x10k.htm (10-K) — 829KB
• rdga-20231231xex21d1.htm (EX-21.1) — 5KB
• rdga-20231231xex31.htm (EX-31) — 13KB
• rdga-20231231xex32.htm (EX-32) — 6KB
• 0001410578-24-000184.txt (&nbsp;) — 2943KB
• rdga-20231231.xsd (EX-101.SCH) — 17KB
• rdga-20231231_cal.xml (EX-101.CAL) — 28KB
• rdga-20231231_def.xml (EX-101.DEF) — 40KB
• rdga-20231231_lab.xml (EX-101.LAB) — 154KB
• rdga-20231231_pre.xml (EX-101.PRE) — 123KB
• rdga-20231231x10k_htm.xml (XML) — 393KB

BUSINESS

BUSINESS 4 ITEM 1A.

RISK FACTORS

RISK FACTORS 5 ITEM 1B. UNRESOLVED STAFF COMMENTS 5 ITEM 2.

PROPERTIES

PROPERTIES 6 ITEM 3.

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS 6 ITEM 4. MINE SAFETY DISCLOSURES 6 PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 7 ITEM 6.

SELECTED FINANCIAL DATA

SELECTED FINANCIAL DATA 8 ITEM 7.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 9 ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA 13 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 27 ITEM 9A.

CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES 27 ITEM 9B. OTHER INFORMATION 28 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 29 ITEM 11.

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 31 ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS 31 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 31 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 32 PART IV ITEM 15. EXHIBITS 34 ITEM 16. FORM 10-K SUMMARY 35

SIGNATURES

SIGNATURES 36 2 Table of Contents SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The words "believe," "may," "will," "potentially," "estimate," "continue," "anticipate," "intend," "could," "would," "project," "plan," "expect" and similar expressions that convey uncertainty of future events or outcomes are intended to identify forward-looking statements. These forward-looking statements speak only as of the date of this Form 10-K and are subject to uncertainties, assumptions and business and economic risks. As such, our actual results could differ materially from those set forth in the forward-looking statements. It is not possible for us to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Form 10-K may not occur, and actual results could differ materially and adversely from those anticipated or implied in our forward-looking statements. Forward-looking statements should not be relied upon as predictions of future events. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances described in the forward-looking statements will be achieved or occur. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to update publicly any forward-looking statements for

BUSINESS

ITEM 1. BUSINESS. Ridgefield Acquisition Corp. ("we", "us", "our", "Ridgefield" or the "Company") was originally incorporated as a Colorado corporation on October 13, 1983 under the name Ozo Diversified, Inc. On June 23, 2006, the Company filed Articles of Merger with the Secretary of State of the State of Nevada that effected the merger between the Company and a wholly-owned subsidiary formed under the laws of the State of Nevada ("RAC-NV"), pursuant to the Articles of Merger, whereby RAC-NV was the surviving corporation. The merger changed the domicile of the Company from the State of Colorado to the State of Nevada. Furthermore, as a result of the Articles of Merger the Company is authorized to issue 35,000,000 shares of capital stock consisting of 30,000,000 shares of common stock, $.001 par value per share and 5,000,000 shares of preferred stock, $.01 par value per share. On March 9, 1999, the Company completed the sale of substantially all of its assets to JOT Automation, Inc. (the "JOT Transaction"). As a result of the JOT Transaction, the Company's historical business, with operations primarily involving a depaneling and routing businesses, was considered to be a "discontinued operation" and, consequently, provides no benefit to persons seeking to understand the Company's financial condition or results of operations. Following the JOT Transaction, the Company devoted its efforts to the development of a prototype micro-robotic device (the "micro-robotic device") to manipulate organic tissues on an extremely small scale. Due to the inability to complete the micro-robotic device, the Company determined that it would cease the development of the micro-robotic device and, as of June 30, 2000, the capitalized costs related to the patent underlying the micro-robotic device were written off by the Company. On March 19, 2002, the Company was awarded United States Patent No. US 6,358,749 B1 for the " Automated System for Chromosome Microdissection and Method of Us

RISK FACTORS

ITEM 1A. RISK FACTORS. Not required.

UNRESOLVED STAFF COMMENTS

ITEM 1B. UNRESOLVED STAFF COMMENTS. None. 5 Table of Contents

PROPERTIES

ITEM 2. PROPERTIES. The Company maintains an administrative office at 3827 S Carson St, Unit 505-25 PMB 1078, Carson City, NV 89701, which serves as its principal office. Steven N. Bronson, the Company's Chairman, President, CEO, and majority shareholder, primarily works remotely from his private office in California, at his own expense.

LEGAL PROCEEDINGS

ITEM 3. LEGAL PROCEEDINGS. We are not party to any legal proceedings. We may, from time to time, be party to litigation and subject to claims incident to the ordinary course of business. As our acquisition strategy develops, we may become party to an increasing number of litigation matters and claims. The outcome of litigation and claims cannot be predicted with certainty, and the resolution of any future matters could materially affect our future financial position, results of operations or cash flows.

MINE SAFETY DISCLOSURES

ITEM 4. MINE SAFETY DISCLOSURES. Not applicable. 6 Table of Contents PART II

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Market Information The Company's common stock is quoted on the Pink tier of the OTC Markets Group under the symbol "RDGA". The following table sets forth, for the periods indicated, the high and low closing bid prices of our common stock as reported by the OTC Markets Group. The following quotations reflect inter-dealer prices, without retail mark-ups, markdowns, or commissions, and do not necessarily represent actual transactions. COMMON STOCK Year/Fiscal Period High ($) Low ($) 2023 Fourth Quarter 0.27 0.20 Third Quarter 0.20 0.20 Second Quarter 0.20 0.20 First Quarter 3.00 0.20 2022 Fourth Quarter 3.25 3.00 Third Quarter 3.25 3.25 Second Quarter 3.54 3.25 First Quarter 3.50 3.50 Holders of Record As of March 12, 2024, the Company had approximately 643 shareholders of record of its common stock, $0.001 par value. The Company has not issued any preferred stock. Penny Stock Regulations The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a market price of less than $5.00, other than securities registered on certain national securities exchanges, provided that current price and volume information with respect to transactions in such securities is provided by the exchange. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the securities la

SELECTED FINANCIAL DATA

ITEM 6. SELECTED FINANCIAL DATA Not applicable. 8 Table of Contents

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and the related notes to the consolidated financial statements included later in this Annual Report on Form 10-K. In addition to historical financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, beliefs and expectations that involve risks and uncertainties. Our actual results and the timing of events could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Annual Report on Form 10-K, particularly "Special Note Regarding Forward-Looking Statements." Overview Ridgefield Acquisition Corp. ("we", "us", "our", "Ridgefield" or the "Company") was originally incorporated as a Colorado corporation on October 13, 1983 under the name Ozo Diversified, Inc. On June 23, 2006, the Company filed Articles of Merger with the Secretary of State of the State of Nevada that effected the merger between the Company and a wholly-owned subsidiary formed under the laws of the State of Nevada ("RAC-NV"), pursuant to the Articles of Merger, whereby RAC-NV was the surviving corporation. The merger changed the domicile of the Company from the State of Colorado to the State of Nevada. Furthermore, as a result of the Articles of Merger the Company is authorized to issue 35,000,000 shares of capital stock consisting of 30,000,000 shares of common stock, $.001 par value per share and 5,000,000 shares of preferred stock, $.01 par value per share. Since July 2000, the Company has suspended all operations, except for necessary administrative matters relating to the timely filing of periodic reports as required by the Securities Exchange Act of

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View this 10-K filing on SEC EDGAR