Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

ITEM 2. MANAGEMENT' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward LookingSpecial Note Regarding Forward-Looking Statements Disclosure

This Quarterly Report on Form 10-Q contains certainforward-looking 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")as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"“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 include, but are based onnot limited to, statements concerning our future financial and operating results; our business strategy of pursuing the Company's currentacquisition of an operating entity; future financing initiatives; our intentions, expectations and beliefs regarding a merger, acquisition or other business combination with a viable operating entity; and our ability to comply with evolving legal standards and regulations, particularly concerning requirements for being a public company and United States export regulations.

These forward-looking statements speak only as of the date of this Form 10-Q and are susceptiblesubject to a numberuncertainties, 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 other factors. The Company'sassumptions, the forward-looking events and circumstances discussed in this Form 10-Q may not occur, and actual results performance and achievements maycould differ materially and adversely from anythose 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 achievements expressedevents and circumstances described in the forward-looking statements will be achieved or implied by suchoccur. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. The Company will notWe undertake and specifically declines anyno obligation to update publicly release the result of any revisions, which may be made to any forward-looking statements to reflect events or circumstancesfor any reason after the date of suchthis Form 10-Q to conform these statements to actual results or to reflect the occurrence of anticipated or unanticipated events.changes in our expectations, except as required by law.

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 togetherin conjunction with the Company'sour unaudited condensed consolidated financial statements and the notes to financial statements, which are includedthereto appearing elsewhere in this report, as well as the Company's AnnualQuarterly Report on Form 10-K for10-Q with the year ended December 31, 2016.understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect.

General

Overview

Ridgefield Acquisition Corp. (the "Company"(“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-ownedwholly owned subsidiary formed under the laws of the State of Nevada ("RAC-NV"(“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 Exchange Act. The Company is a “shell company” as defined in Rule 12b-2 of the Exchange Act. Accordingly, during the three months ended March 31, 2024 and 2023 we earned no revenues.

Our principal executive office is located at 3827 S Carson St, Unit 505-25 PMB 1078, Carson City, NV 89701 and the telephone number is (805) 484-8855. Our website address is www.ridgefieldacquisition.com. None of the information on our website is part of this Form 10-Q.

Acquisition Strategy

The Company'sOur 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 notIn seeking to arrange a merger, acquisition, business combination or other arrangement, our objective will be to obtain long-term capital appreciation for the Company’s shareholders. While we have identified various operating entities, none have risen to the level of being a viable operating entity for a merger, acquisition, business combination or other arrangement, and therearrangement. There can be no assurance that the Company will ever successfully arrange for a merger, acquisition, business combination or other arrangement by and between the Company and a viable operating entity.

The Company anticipates that the selection of a business opportunity will beis a complex process and will involveinvolves 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 believeswe believe 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 somemany 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'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 Companywe will be able to obtain such additional funds, if needed. Even if the Company iswe are 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.

Critical Accounting Policies

The preparation of financial statements in conformity with generally accepted accounting principles of the United States (“U.S. GAAP”) requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities in the financial statements and accompanying notes. The SEC has defined a company’s critical accounting policies as the ones that are most important to the portrayal of the company’s financial condition and results of operations, and which require the company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. A description of our critical accounting policies and judgments used in the preparation of our financial statements was provided in the Management’s Discussion and Analysis of Financial Condition and Results of Operations

For the three months ended September 30, 2017 and 2016, the Company incurred general and administrative expenses section of $6,691 and $3,006, an increase of $3,685 respectively, as well as interest expense of $3,033 and $2,248, respectively, resulting in a net loss equal to $9,724 and $5,254 respectively. The increase in general and administrative expenses of $3,685our Annual Report on Form 10-K for the three monthsyear ended September 30, 2017, primarily relates to the costs associated with maintaining the Company's status as a public company including, without limitation,December 31, 2023. There have been no material changes in these critical accounting legal and printing costs associated with filing reports with the Securities and Exchange Commission. Interest expense for the three months ended September 30, 2017 and 2016 consistedpolicies since December 31, 2023.

Results of interest from a related party loan from the Company Chairman, President and majority shareholder.Operations

For the nine months ended September 30, 2017 and 2016, the Company incurred General and administrative expenses of $19,770 and $10,655, an increase of $9,115 respectively, as well as interest expense of $8,511 and $6,187, resulting in a net loss equal to $28,281 and $16,842 respectively. The increase of $9,115 in general and administrative expenses for the nine months ended September 30, 2017 primarily relates to the costs associated with maintaining the Company's status as a public company including (without limitation) filing reports with the Securities and Exchange Commission. Interest expense for the nine months ended September 30, 2017 and 2016 consisted of interest from a related party loan from the Company Chairman, President and majority shareholder.

Liquidity and Capital Resources

Revenues

During the three months ended September 30, 2017,March 31, 2024 and the three months ended March 31, 2023, the Company earned no revenues from operations. Overall, the Company incurred a net loss of $28,299 during the three months ended March 31, 2024 as compared to a net loss of $21,059 during the three months ended March 31, 2023.

Because the Company’s operations are primarily administrative, the increase in net loss relates to an increase in general and administrative (G&A) expenses during the quarter and additional interest expense resulting from additional borrowings necessary to fund these expenses.

General and Administrative Expenses

G&A expenses consist of professional fees, service charges, office expenses and similar items.

During the three months ended March 31, 2024, the Company incurred G&A expenses of $22,693, an increase of $4,577 compared to G&A expenses of $18,116 during the three months ended March 31, 2023. The increase is largely attributable to professional fees related to compliance and expenses of maintaining our status as a public company. During the 2024 period we saw an increase in compliance costs related to filing SEC reports, as well as other related costs such as legal and audit fees.

Other Expense

Other expense primarily represents state licenses, filing fees, minimum tax expense and net interest expense.

Other expense increased to $5,606 during the three months ended March 31, 2024, as compared to $2,943 during the three months ended March 31, 2023. Most of the increase relates to additional interest expense. The Company incurred net interest expense of $4,006 during the three months ended March 31, 2024 compared to $1,843 during the three months ended March 31, 2023, primarily as a result of new borrowings. The remaining increase relates to state license fees.

Liquidity and Capital Resources

Cash requirements for working capital and capital expenditures have been funded from cash balances on hand, loans and the issuance of common stock. As of March 31, 2024, we had cash and cash equivalents of $2,452 and a working capital deficit of $33,302, excluding the related party debt principal. With the related party debt, we had a working capital deficit of $163,302.

Cash and cash equivalents consist of cash and money market funds. We did not have any short-term or long-term investments as of March 31, 2024.

Historically, the Company satisfied its working capital needs from cashrelated party loans, primarily from Steven N. Bronson, the Chairman, President, CEO, and majority shareholder, and entities that he controls.

On March 23, 2022, the Company executed a Revolving Promissory Note (the “Bronson Note”), in the principal amount of up to $200,000 payable to Mr. Bronson, pursuant to which Mr. Bronson may make loans to the Company from time to time. The Bronson Note has a maturity date of March 23, 2027, and provides for interest to accrue on handthe unpaid principal at a rate of eight percent (8.0%) per annum (calculated on the basis of a 360-day year), compounded quarterly and loans frompayable quarterly on the last business day of the calendar quarter. The Bronson Note may be prepaid by the Company at any time without penalty.

On September 27, 2022, the Company executed a Revolving Promissory Note (the “Qualstar Note”), payable to Qualstar Corporation (“Qualstar”). Mr. Bronson, the Company’s Chairman of the Board, President and President. AsChief Executive Officer, is the President and CEO of September 30, 2017,Qualstar Corporation, as well as its largest shareholder. Under the terms of the Qualstar Note, Qualstar may (but is not required to) make loans to the Company had cash on hand infrom time to time upon request by the Company, up to a maximum principal amount of $74. $200,000 outstanding at any time. The Note may be prepaid by the Company at any time without penalty and is repayable on demand by Qualstar on or after December 31, 2024. The Note provides for interest to accrue on the outstanding principal balance at a rate of ten percent (10.0%) per annum (calculated on the basis of a 360-day year), compounded and payable quarterly.

While this sumthe cash received from the related party loans will satisfy the Company'sCompany’s immediate financial needs, it maywill not be sufficient toby itself provide the Company with sufficient capital to finance a merger, acquisition or business combination between the Company and a viable operating entity. The Company may need additional funds in order to complete a merger, acquisition or business combination between the Company and a viable operating entity. There can be no assurances that the Company will be able to obtain additional funds if and when needed.

Beginning in the year ended December 31, 2013, Steven N. Bronson, the Company's Chairman, President and majority shareholder, advanced the Company money to fund working capital needs to pay operating expenses. The loan, evidenced by a written loan agreement, accrues interest at the rate of 10% per annum and is repayable upon demand. For the nine months ended September 30, 2017 and the year ended December 31, 2016 Mr. Bronson advanced the Company $17,500 and $32,850, respectively. For During the three months ended March 31, 2023 and nine months ended September 30, 2017, Mr. Bronson advancedMarch 31, 2024 the Company $5,000following amounts were payable under all loans:

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Economy and $17,500, respectively. AsInflation

Many leading economists predict high rates of September 30, 2017,inflation will continue through 2024. We do not believe inflation has had a material effect on our Company’s results of operations. This might not be the aggregate principal loan balance amountedcase if inflation continues to $124,450 and such loans have accrued interestgrow. A prolonged period of $26,819 through September 30, 2017.

high inflation may also impact our ability to carry out our acquisition strategy. On the other hand, if business conditions deteriorate, it may be easier for us to identify an acquisition candidate.

The Company'sRussian invasion of Ukraine and the resulting economic sanctions imposed by the United States and other countries, along with certain international organizations, have significantly impacted the global economy, including by exacerbating inflationary pressures created by COVID-related supply chain disruptions, and given rise to potential global security issues that have adversely affected and may continue to adversely affect international business and economic conditions. The ongoing effects of the hostilities and sanctions are no longer limited to Russia and Russian companies and have spilled over to and negatively impacted other regional and global economic markets. The conflict has resulted in rising energy prices and an even more constrained supply chain, and thus exacerbated the inflationary global economic environment, with cost increases affecting labor, fuel, materials, food and services. At this time, the ultimate extent and duration of the military action, resulting sanctions and future financial condition will be subject to its ability to arrange for a merger, acquisition or a business combination with an operating businesseconomic and market disruptions, and resulting effects 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 our acquisition strategy, are impossible to predict.

On October 7, 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a viable operating entity, although there is no assurance thatseries of attacks on civilian and military targets. Hamas also launched extensive rocket attacks on Israeli population and industrial centers located along Israel’s border with the Company will be able to obtain such additional funds, if needed. Even ifGaza Strip and in other areas within the Company is able to obtain additional funds there is no assurance thatState of Israel. These attacks resulted in extensive deaths, injuries and kidnapping of civilians and soldiers. Following the Company will be able to effectuate a merger, acquisition or other arrangement by and between the Companyattack, Israel’s security cabinet declared war against Hamas and a viable operating entity.military campaign against these terrorist organizations commenced in parallel to their continued rocket and terror attacks. The intensity and duration of Israel’s current war is difficult to predict, as are such war’s implications on our business and operations.

Off-Balance Sheet and Contractual Arrangements

AsOur liquidity is not dependent on the use of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.off-balance-sheet financing arrangements.

ITEMItem 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Quantitative and Qualitative Disclosures About Market Risk

Not Applicable.applicable.

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ITEMItem 4. CONTROLS AND PROCEDURESControls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain "disclosureThe phrase “disclosure controls and procedures” refers to controls and procedures" designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act, as amended, such as this Quarterly Report on Form 10-Q, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the U.S. Securities and Exchange Commission, or SEC. Disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to our management, including our President and Chief Executive Officer (who serves as our Principal Executive Officer and Principal Financial Officer), as appropriate, to allow timely decision regarding required disclosure.

Our management, with the participation of our President and Chief Executive Officer (who serves as our Principal Executive Officer and Principal Financial Officer), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act,Act), as of March 31, 2024, the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our President and Chief Executive Officer has concluded that areas of March 31, 2024, our disclosure controls and procedures were not designed to ensurebe effective to provide reasonable assurance that information we are required to be disclosed by usdisclose in reports that 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 of the SEC, and that such information is accumulated and communicated to our principal executive officermanagement, including our President and Chief Executive Officer, as appropriate, to allow timely decisions regarding required disclosure.

Evaluation of disclosure and controls and procedures.

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation 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 controlsInternal Controls over financial reporting.

Financial Reporting

There have beenwas no changeschange in the Company'sour internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) underduring the Exchange Act)three months ended March 31, 2024 that occurred during Company's most recent quarter that has materially affected, or is reasonablyreasonable likely to materially affect, the Company'sour internal control over financial reporting.

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SIGNATURES

In accordance with the requirementsSection 13 or 15(d) of the Exchange Act, the Registrant has duly caused this Reportreport to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: May 13, 2024

Dated: November 13, 2017

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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated: ​

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