Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 04, 2022 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Entity File Number | 000-16335 | |
Entity Registrant Name | RIDGEFIELD ACQUISITION CORP | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 84-0922701 | |
Entity Address, Address Line One | 3250 Retail Drive, Suite 120 - 518 | |
Entity Address, City or Town | Carson City | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 89706-0686 | |
City Area Code | 805 | |
Local Phone Number | 484-8855 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | true | |
Entity Common Stock, Shares Outstanding | 2,860,773 | |
Entity Central Index Key | 0000812152 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 20,361 | $ 5,638 |
TOTAL ASSETS | 20,361 | 5,638 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 8,322 | 3,760 |
Related party note and interest payable | 51,716 | |
TOTAL LIABILITIES | 60,038 | 3,760 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Preferred stock, $.01 par value; authorized - 5,000,000 shares; issued - none | 0 | |
Common stock, $.001 par value; authorized - 30,000,000 shares; issued and outstanding - 2,860,773 | 2,861 | 2,861 |
Additional paid in capital | 1,914,819 | 1,914,819 |
Accumulated deficit | (1,957,357) | (1,915,802) |
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | (39,677) | 1,878 |
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) | $ 20,361 | $ 5,638 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Consolidated Balance Sheets | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 30,000,000 | 30,000,000 |
Common stock, shares issued | 2,860,773 | 2,860,773 |
Common stock, shares outstanding | 2,860,773 | 2,860,773 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
OPERATING EXPENSES | ||||
General and administrative expenses | $ (14,819) | $ (11,351) | $ (37,474) | $ (39,023) |
Total Operating Expenses | (14,819) | (11,351) | (37,474) | (39,023) |
OPERATING LOSS | (14,819) | (11,351) | (37,474) | (39,023) |
OTHER EXPENSE | ||||
Other expense | (540) | (680) | (2,365) | (2,505) |
Interest expense | (850) | (1,716) | (5,680) | |
Total Other Expense | (1,390) | (680) | (4,081) | (8,185) |
NET LOSS | $ (16,209) | $ (12,031) | $ (41,555) | $ (47,208) |
NET LOSS PER COMMON SHARE | ||||
Basic | $ (0.01) | $ (0.01) | $ (0.02) | |
Dilutive | $ (0.01) | $ (0.01) | $ (0.02) | |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - | ||||
Basic | 2,860,773 | 2,860,773 | 2,860,773 | 2,391,909 |
Dilutive | 2,860,773 | 2,860,773 | 2,860,773 | 2,391,909 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Common Stock | Additional Paid in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2020 | $ 1,261 | $ 1,516,419 | $ (1,857,269) | $ (339,589) |
Balance (in shares) at Dec. 31, 2020 | 1,260,773 | |||
Issuance of Common Stock | $ 1,600 | 398,400 | 400,000 | |
Issuance of Common Stock (in shares) | 1,600,000 | |||
Net loss | (26,904) | (26,904) | ||
Balance at Mar. 31, 2021 | $ 2,861 | 1,914,819 | (1,884,173) | 33,507 |
Balance (in shares) at Mar. 31, 2021 | 2,860,773 | |||
Balance at Dec. 31, 2020 | $ 1,261 | 1,516,419 | (1,857,269) | (339,589) |
Balance (in shares) at Dec. 31, 2020 | 1,260,773 | |||
Net loss | (47,208) | |||
Balance at Sep. 30, 2021 | $ 2,861 | 1,914,819 | (1,904,477) | 13,203 |
Balance (in shares) at Sep. 30, 2021 | 2,860,773 | |||
Balance at Mar. 31, 2021 | $ 2,861 | 1,914,819 | (1,884,173) | 33,507 |
Balance (in shares) at Mar. 31, 2021 | 2,860,773 | |||
Net loss | (8,273) | (8,273) | ||
Balance at Jun. 30, 2021 | $ 2,861 | 1,914,819 | (1,892,446) | 25,234 |
Balance (in shares) at Jun. 30, 2021 | 2,860,773 | |||
Net loss | (12,031) | (12,031) | ||
Balance at Sep. 30, 2021 | $ 2,861 | 1,914,819 | (1,904,477) | 13,203 |
Balance (in shares) at Sep. 30, 2021 | 2,860,773 | |||
Balance at Dec. 31, 2021 | $ 2,861 | 1,914,819 | (1,915,802) | 1,878 |
Balance (in shares) at Dec. 31, 2021 | 2,860,773 | |||
Net loss | (14,818) | (14,818) | ||
Balance at Mar. 31, 2022 | $ 2,861 | 1,914,819 | (1,930,620) | (12,940) |
Balance (in shares) at Mar. 31, 2022 | 2,860,773 | |||
Balance at Dec. 31, 2021 | $ 2,861 | 1,914,819 | (1,915,802) | 1,878 |
Balance (in shares) at Dec. 31, 2021 | 2,860,773 | |||
Net loss | (41,555) | |||
Balance at Sep. 30, 2022 | $ 2,861 | 1,914,819 | (1,957,357) | (39,677) |
Balance (in shares) at Sep. 30, 2022 | 2,860,773 | |||
Balance at Mar. 31, 2022 | $ 2,861 | 1,914,819 | (1,930,620) | (12,940) |
Balance (in shares) at Mar. 31, 2022 | 2,860,773 | |||
Net loss | (10,528) | (10,528) | ||
Balance at Jun. 30, 2022 | $ 2,861 | 1,914,819 | (1,941,148) | (23,468) |
Balance (in shares) at Jun. 30, 2022 | 2,860,773 | |||
Net loss | (16,209) | (16,209) | ||
Balance at Sep. 30, 2022 | $ 2,861 | $ 1,914,819 | $ (1,957,357) | $ (39,677) |
Balance (in shares) at Sep. 30, 2022 | 2,860,773 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
OPERATING ACTIVITIES | ||
Net loss | $ (41,555) | $ (47,208) |
Changes in assets and liabilities: | ||
(Increase) in prepaid expenses | (200) | |
Increase in accounts payable and accrued expenses | 4,562 | 612 |
(Decrease) in accounts payable - related party | (2,800) | |
Increase in accrued interest - related party | 1,716 | 5,657 |
Net cash used in operating activities | (35,277) | (43,939) |
FINANCING ACTIVITIES | ||
Proceeds from issuance of common stock | 50,558 | |
Proceeds from related party note payable | 50,000 | 5,000 |
Net cash provided by financing activities | 50,000 | 55,558 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 14,723 | 11,619 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 5,638 | 2,816 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | $ 20,361 | 14,435 |
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Cash paid for interest | 23 | |
NONCASH INVESTING AND FINANCING ACTIVITIES | ||
Conversion of related party note payable and accrued interest to common stock | $ 349,442 |
THE COMPANY AND SUMMARY OF SIGN
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2022 | |
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ORGANIZATION AND NATURE OF OPERATIONS Ridgefield Acquisition Corp. (“we”, “us”, “our”, “Ridgefield” or 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 pursuing an acquisition strategy whereby it is seeking to arrange for a merger, acquisition or other business combination with a viable operating entity. GOING CONCERN AND LIQUIDITY The Company has continued to sustain losses from operations. In addition, the Company has not generated positive cash flow from operations. Management is aware that it’s current cash resources may not be adequate to fund its operations for the following year. The Company cannot provide any assurances as to if and when it will be able to attain profitability. These conditions, among others, raise substantial doubt about the Company’s ability to continue operations as a going concern. No adjustment has been made in the consolidated financial statements to the amounts and classification of assets and liabilities, which could result, should the Company be unable to continue as a going concern. The Company will be dependent upon the raising of additional capital through debt or the placement of it’s common stock in order to implement its business plan or merge with an operating company. The officers and directors have, in the past, committed to advancing certain operating costs of the Company. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. BASIS OF PRESENTATION The accompanying unaudited interim consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission for the presentation of interim financial information, but do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. The accompanying financial statements should be read in conjunction with the December 31, 2021 consolidated financial statements that were filed in our annual report on Form 10-K. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month or nine-month periods ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ended December 31, 2022. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2022 | |
RELATED PARTY TRANSACTIONS. | |
RELATED PARTY TRANSACTIONS | NOTE 2 – RELATED PARTY TRANSACTIONS The Company previously occupied a portion of the offices leased by BKF Capital Group, Inc. (OTCMKTS: BKFG), on a month to month basis for a rental fee of $50 per month that was intended to cover administrative costs. Steven N. Bronson, the Company’s Chairman, CEO, and majority shareholder, is also the Chairman, CEO and majority shareholder of BKF Capital Group, Inc. Effective September 30, 2019, the Company terminated this arrangement with BKF Capital Group, Inc., and leased an administrative office from an unrelated party on a month-to-month basis for a minimum of $10 per month. Additional charges, if any, are based upon services provided by the lessor. In April 2021, we paid BKF the full amount owed of $2,800 for this previous arrangement. There are no amounts payable to or receivable from BKF at September 30, 2022. On December 31, 2016, Steven N. Bronson, the Company’s Chairman, President, CEO, and majority shareholder entered into a revolving loan agreement (the “2016 Bronson Note”) whereby Mr. Bronson would loan the Company money from time-to-time to fund working capital needs to pay operating expenses. The 2016 Bronson Note was unsecured, repayable upon demand and accrued interest at the rate of 10% per annum. On March 26, 2021, the Company sold 1,600,000 shares of its Common Stock to Mr. Bronson at a price of $0.25 per share, for an aggregate purchase price of $400,000. Mr. Bronson paid the purchase price for the shares by cancelling $349,442 in principal and accrued interest outstanding under the 2016 Bronson Note and paying $50,558 in cash. On March 23, 2022, the Company executed a Revolving Promissory Note (the “2022 Bronson Note”), in the principal amount of up to $200,000.00 payable to Steven N. Bronson, the Company’s Chairman of the Board, President and Chief Executive Officer, pursuant to which Mr. Bronson may make loans to the Company from time to time. The 2022 Bronson Note has a maturity date of March 23, 2027, and provides for interest to accrue on the unpaid principal at a rate of eight percent (8)% per annum (calculated on the basis of a 360 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 Chief Executive Officer, is the President and CEO of 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 from time to time upon request by the Company, up to a maximum principal amount of $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)% per annum (calculated on the basis of a 360 During the nine months ended September 30, 2021, and September 30, 2022, the following amounts were payable under all loans: Note Payable to Note Payable to Steven N. Bronson Qualstar Corporation Principal Interest Principal Interest Balance January 1, 2021 $ 251,161 $ 87,624 Additions 5,000 5,657 Cash Payments (—) (—) Conversion into Common Stock - March 26, 2021 (256,161) (93,281) Balance March 31, 2021 $ — $ — Additions — — Cash Payments (—) (—) Balance June 30, 2021 $ — $ — Additions — — Cash Payments (—) (—) Balance September 30, 2021 $ — $ — Balance January 1, 2022 $ — $ — Additions 20,000 40 Cash Payments (—) (—) Balance March 31, 2022 $ 20,000 $ 40 Additions 10,000 826 Cash Payments (—) (—) Balance June 30, 2022 $ 30,000 $ 866 $ — $ — Additions — 837 20,000 13 Cash Payments (—) (—) (—) (—) Balance September 30, 2021 $ 30,000 $ 1,703 $ 20,000 $ 13 |
THE COMPANY AND SUMMARY OF SI_2
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
ORGANIZATION AND NATURE OF OPERATIONS | ORGANIZATION AND NATURE OF OPERATIONS Ridgefield Acquisition Corp. (“we”, “us”, “our”, “Ridgefield” or 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 pursuing an acquisition strategy whereby it is seeking to arrange for a merger, acquisition or other business combination with a viable operating entity. |
GOING CONCERN AND LIQUIDITY | GOING CONCERN AND LIQUIDITY The Company has continued to sustain losses from operations. In addition, the Company has not generated positive cash flow from operations. Management is aware that it’s current cash resources may not be adequate to fund its operations for the following year. The Company cannot provide any assurances as to if and when it will be able to attain profitability. These conditions, among others, raise substantial doubt about the Company’s ability to continue operations as a going concern. No adjustment has been made in the consolidated financial statements to the amounts and classification of assets and liabilities, which could result, should the Company be unable to continue as a going concern. The Company will be dependent upon the raising of additional capital through debt or the placement of it’s common stock in order to implement its business plan or merge with an operating company. The officers and directors have, in the past, committed to advancing certain operating costs of the Company. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
BASIS OF PRESENTATION | BASIS OF PRESENTATION The accompanying unaudited interim consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission for the presentation of interim financial information, but do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. The accompanying financial statements should be read in conjunction with the December 31, 2021 consolidated financial statements that were filed in our annual report on Form 10-K. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month or nine-month periods ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ended December 31, 2022. |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
RELATED PARTY TRANSACTIONS. | |
Schedule of related party transactions | During the nine months ended September 30, 2021, and September 30, 2022, the following amounts were payable under all loans: Note Payable to Note Payable to Steven N. Bronson Qualstar Corporation Principal Interest Principal Interest Balance January 1, 2021 $ 251,161 $ 87,624 Additions 5,000 5,657 Cash Payments (—) (—) Conversion into Common Stock - March 26, 2021 (256,161) (93,281) Balance March 31, 2021 $ — $ — Additions — — Cash Payments (—) (—) Balance June 30, 2021 $ — $ — Additions — — Cash Payments (—) (—) Balance September 30, 2021 $ — $ — Balance January 1, 2022 $ — $ — Additions 20,000 40 Cash Payments (—) (—) Balance March 31, 2022 $ 20,000 $ 40 Additions 10,000 826 Cash Payments (—) (—) Balance June 30, 2022 $ 30,000 $ 866 $ — $ — Additions — 837 20,000 13 Cash Payments (—) (—) (—) (—) Balance September 30, 2021 $ 30,000 $ 1,703 $ 20,000 $ 13 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 3 Months Ended | ||||||
Sep. 27, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | |
Qualstar Note | |||||||
Additions | $ 20,000 | ||||||
Management | Principal Amount | Qualstar Note | |||||||
Additions | $ 20,000 | ||||||
Cash Payments | 0 | ||||||
Balance | 20,000 | ||||||
Management | Principal Amount | Mr.Bronson | |||||||
Balance | 30,000 | $ 20,000 | $ 0 | $ 251,161 | |||
Additions | 10,000 | $ 20,000 | 5,000 | ||||
Cash Payments | 0 | 0 | 0 | $ 0 | 0 | 0 | |
Conversion into Common Stock - March 26, 2021 | (256,161) | ||||||
Balance | 30,000 | 30,000 | 20,000 | 0 | |||
Management | Interest Accrued | Qualstar Note | |||||||
Additions | 13 | ||||||
Cash Payments | 0 | ||||||
Balance | 13 | ||||||
Management | Interest Accrued | Mr.Bronson | |||||||
Balance | 866 | 40 | 0 | 87,624 | |||
Additions | 837 | 826 | 40 | 5,657 | |||
Cash Payments | 0 | 0 | 0 | $ 0 | $ 0 | 0 | |
Conversion into Common Stock - March 26, 2021 | (93,281) | ||||||
Balance | $ 1,703 | $ 866 | $ 40 | $ 0 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($) | 9 Months Ended | |||||
Sep. 27, 2022 | Mar. 23, 2022 | Mar. 26, 2021 | Sep. 30, 2022 | Apr. 30, 2021 | Dec. 31, 2016 | |
RELATED PARTY TRANSACTIONS | ||||||
Debt instrument interest rate percentage | 10% | |||||
2022 Bronson Note | ||||||
RELATED PARTY TRANSACTIONS | ||||||
Debt instrument interest rate percentage | 8% | |||||
Principal amount | $ 200,000 | |||||
Term (in days) | 360 days | |||||
Qualstar Note | ||||||
RELATED PARTY TRANSACTIONS | ||||||
Debt instrument interest rate percentage | 10% | |||||
Principal amount | $ 200,000 | |||||
Term (in days) | 360 days | |||||
Initial amount | $ 20,000 | |||||
Mr.Bronson | Common Stock | ||||||
RELATED PARTY TRANSACTIONS | ||||||
Stock issued during period, shares, other | 1,600,000 | |||||
Share price | $ 0.25 | |||||
Stock issued during period, value, other | $ 400,000 | |||||
Cancellation of purchase price value of shares | 349,442 | |||||
Debt instrument, increase, accrued interest | $ 50,558 | |||||
BKF Capital Group, Inc. | ||||||
RELATED PARTY TRANSACTIONS | ||||||
Operating lease, expense | $ 50 | |||||
Accrued rent | $ 2,800 | |||||
Payments made to related parties | 0 | |||||
BKF Capital Group, Inc. | Minimum | ||||||
RELATED PARTY TRANSACTIONS | ||||||
Operating lease, expense | $ 10 |