Ridgefield Acquisition (RDGA) 10-K 28 Feb 23 2022 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2022	Feb. 28, 2023	Jun. 30, 2022
Document and Entity Information
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 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	3827 S Carson St, Unit 505-25
Entity Address, Address Line Two	PMB 1078
Entity Address, City or Town	Carson City
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89701
City Area Code	805
Local Phone Number	484-8855
Title of 12(g) Security	Common Stock, $0.001 par value
Trading Symbol	RDGA
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
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 Public Float			$ 482,336
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Entity Central Index Key	0000812152
Amendment Flag	false
ICFR Auditor Attestation Flag	false
Entity Common Stock, Shares Outstanding		2,860,773
Auditor Name	MaloneBailey, LLP
Auditor Firm ID	206
Auditor Location	Houston, Texas

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2022	Dec. 31, 2021
CURRENT ASSETS
Cash and cash equivalents	$ 21,200	$ 5,638
TOTAL ASSETS	21,200	5,638
CURRENT LIABILITIES
Accounts payable and accrued expenses	810	3,760
Related party note and interest payable	82,411
TOTAL LIABILITIES	83,221	3,760
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, $.01 par value; authorized - 5,000,000 shares; issued - none
Common stock, $.001 par value; authorized - 30,000,000 shares; issued and outstanding - 2,860,773 on December 31, 2022 and 2021	2,861	2,861
Additional paid in capital	1,914,819	1,914,819
Accumulated deficit	(1,979,701)	(1,915,802)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)	(62,021)	1,878
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)	$ 21,200	$ 5,638

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 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 ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
OPERATING EXPENSES
General and administrative expenses	$ (58,923)	$ (50,148)
Total Operating Expenses	(58,923)	(50,148)
OPERATING LOSS	(58,923)	(50,148)
OTHER EXPENSE
Other expense	(2,565)	(2,704)
Interest expense	(2,411)	(5,681)
Total Other Expense	(4,976)	(8,385)
NET LOSS	$ (63,899)	$ (58,533)
NET LOSS PER COMMON SHARE
Basic	$ (0.02)	$ (0.02)
Dilutive	$ (0.02)	$ (0.02)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING -
Basic	2,860,773	2,505,217
Dilutive	2,860,773	2,505,217

Consolidated Statements of Chan

Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($)	Common Stock	Additional Paid in Capital	Accumulated Deficit	Total
Balance beginning at Dec. 31, 2020	$ 1,261	$ 1,516,419	$ (1,857,269)	$ (339,589)
Balance beginning (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	$ 0	0	(58,533)	(58,533)
Balance ending at Dec. 31, 2021	$ 2,861	1,914,819	(1,915,802)	1,878
Balance ending (in shares) at Dec. 31, 2021	2,860,773
Net loss	$ 0	0	(63,899)	(63,899)
Balance ending at Dec. 31, 2022	$ 2,861	$ 1,914,819	$ (1,979,701)	$ (62,021)
Balance ending (in shares) at Dec. 31, 2022	2,860,773

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
OPERATING ACTIVITIES
Net loss	$ (63,899)	$ (58,533)
Changes in assets and liabilities:
Increase (decrease) in accounts payable and accrued expenses	(2,950)	2,940
(Decrease) in accounts payable - related party	0	(2,800)
Increase in accrued interest - related party	2,411	5,657
Net cash used in operating activities	(64,438)	(52,736)
FINANCING ACTIVITIES
Proceeds from issuance of common stock	0	50,558
Proceeds from related party note payable	80,000	5,000
Net cash provided by financing activities	80,000	55,558
NET INCREASE IN CASH AND CASH EQUIVALENTS	15,562	2,822
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	5,638	2,816
CASH AND CASH EQUIVALENTS, END OF PERIOD	21,200	5,638
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Cash paid for interest	0	0
Cash paid for income taxes	0	0
NONCASH INVESTING AND FINANCING ACTIVITIES
Conversion of related party note payable and accrued interest to common stock	$ 0	$ 349,442

THE COMPANY AND SUMMARY OF SIGN

THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 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 its current cash resources may not be adequate to fund its operations for the following year. The Company cannot provide any assurances as to 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 its 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. PRINCIPLES OF CONSOLIDATION The accompanying financial statements include the accounts of the Company and its wholly owned subsidiary. All inter-company transactions have been eliminated in consolidation. INCOME TAXES We account for income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. We assess the likelihood that our deferred tax assets will be recovered from future taxable income and to the extent we believe that recovery is not determinable beyond a “more likely than not” standard, we establish a valuation allowance. To the extent we establish a valuation allowance or increase or decrease this allowance in a period, we include an expense or benefit within the tax provision in the statement of operations. We also utilize a “more likely than not” recognition threshold and measurement analysis for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company does not have any uncertain tax positions. We recognize potential accrued interest and penalties related to unrecognized tax benefits within the consolidated statements of operations as income tax expense. 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 2022 and 2021, respectively. CASH EQUIVALENTS The Company considers as cash equivalents all highly liquid investments with a maturity of 90 days or less at the time of purchase. At December 31, 2022 and 2021, the Company had no cash equivalents. RELATED PARTIES The Company defines a related person as any director, executive officer, nominee for director, or greater than 5% beneficial owner of our common stock, in each case since the beginning of the most recently completed year, and any of their immediate family members. Transactions with related parties are conducted on terms equivalent to those prevailing in arm’s-length transactions with unrelated parties. USE OF ESTIMATES The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and disclosures made in the accompanying notes to the consolidated financial statements. Management regularly evaluates estimates and assumptions related to items such as revenue recognition, allowances for doubtful accounts, warranty reserves, inventory valuation reserves, stock-based compensation, purchased intangible asset valuations and useful lives, asset retirement obligations, and deferred income tax asset valuation allowances. These estimates and assumptions are based on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. The actual results we experience may differ materially and adversely from our original estimates. To the extent there are material differences between the estimates and the actual results, our future results of operations will be affected. RISK AND UNCERTAINTIES Our future results of operations involve a number of risks and uncertainties. Factors that could affect our business or future results and cause actual results to vary materially from historical results include, but are not limited to, the ability to raise additional capital, complying with the requirements of being a public company, and our ability to execute our acquisition strategy. NEW ACCOUNTING STANDARDS We reviewed recently issued accounting pronouncements and concluded they are either not applicable or not expected to be material to our financial statements.

INCOME TAXES

INCOME TAXES	12 Months Ended
	Dec. 31, 2022
INCOME TAXES
INCOME TAXES	NOTE 2 – INCOME TAXES Income tax provision (benefit) consists of the following for the twelve months ended December 31, 2022 and 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended ​ ​ December 31, ​ 2022 2021 ​ ​ ​ ​ ​ ​ ​ INCOME TAX PROVISION (BENEFIT): ​ ​ Current ​ ​ Federal ​ $ — ​ $ — State, net of federal benefit ​ — ​ — Valuation Allowance ​ — ​ — Total current ​ — ​ — Deferred: ​ ​ Federal ​ 1,996 ​ 31,011 State, net of federal benefit ​ (4,407) ​ (9,697) Valuation Allowance ​ 2,411 ​ (21,314) Total deferred ​ — ​ — Total income tax provision (benefit) ​ $ — ​ $ — ​ A reconciliation of the income tax provision (benefit) by applying the statutory United States federal income tax rate to net income before income tax provision (benefit) is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Twelve Months Ended ​ ​ December 31, ​ ​ 2022 ​ 2021 ​ $ % $ % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Federal income tax provision (benefit) at statutory rate ​ $ (13,419) ​ 21.0 % $ (12,292) ​ 21.0 % State tax expense net of federal tax benefit ​ (4,407) ​ 6.9 % (6,873) ​ 11.8 % Nondeductible expenses ​ — ​ 0.0 % — ​ 0.0 % Expiration of net operating losses ​ ​ 15,415 ​ (24.1) % ​ 19,482 ​ (33.3) % Return-to-provision adjustments ​ — ​ 0.0 % 20,997 ​ (35.9) % Change in valuation allowance ​ 2,411 ​ (3.8) % (21,314) ​ 36.4 % Income tax provision (benefit) ​ $ — ​ 0.0 % $ — ​ 0.0 % ​ Deferred tax assets and liabilities are recognized for future tax consequences between the carrying amounts of assets and liabilities and their respective tax basis using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Significant deferred tax assets and liabilities, consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Twelve Months Ended ​ ​ December 31, ​ 2021 2020 ​ ​ ​ ​ ​ ​ ​ DEFERRED TAX ASSETS, NET ​ ​ Net operating loss carryforward ​ $ 189,084 ​ $ 187,179 Accruals ​ 506 ​ — Total deferred tax assets ​ $ 189,590 ​ $ 187,179 Valuation allowance ​ (189,590) ​ (187,179) Net deferred tax assets ​ $ — ​ $ — ​ At December 31, 2022, the Company has a federal net operating loss carry-forward of $685,271 available to offset future federal taxable income. The Company’s remaining federal net operating loss carry-forward will expire between 2026 and 2037, with the exception of $331,010 which may be carried forward indefinitely. Utilization of future net operating losses may be limited due to ownership changes under applicable sections of the Internal Revenue Code. At December 31, 2022, the Company has a state net operating loss carry-forward in California of $644,486 available to offset future state taxable income in that state. The Company’s remaining California net operating loss carry-forward will expire between 2028 and 2037, with the exception of 300,056 which may be carried forward indefinitely. Utilization of future net operating losses may be limited due to ownership changes under applicable sections of the California Revenue and Taxation Code. At December 31, 2022, the Company also has a state net operating loss carry-forward in Florida of $250,715 available to offset future state taxable income in that state. The Company’s remaining Florida net operating loss carry-forward will expire between 2026 and 2033. Utilization of future net operating losses may be limited due to ownership changes under applicable sections of the Florida Income Tax Code. Because the Company no longer has taxable nexus in Florida, we do not expect to have taxable income there in the future. As a result, the Company permanently wrote-off the related deferred tax assets. However, since the Company maintained a full valuation allowance against these deferred tax assets, this write-off had no impact on tax expense. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, cumulative losses, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of December 31, 2022. The valuation allowance at December 31, 2022 was $189,590, an increase of $2,411 from December 31, 2021 when the balance was $187,179. The valuation allowance increased due to additional tax losses in 2022, offset by the tax effect of expiring NOLs of $15,415. Under GAAP, we use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. U.S. federal income tax returns after 2018 remain open to examination. Generally, state income tax returns after 2017 remain open to examination. No income tax returns are currently under examination. As of December 31, 2022, and December 31, 2021, the Company does not have any unrecognized tax benefits, and continues to monitor its current and prior tax positions for any changes. The Company recognizes penalties and interest related to unrecognized tax benefits as income tax expense. For the years ended December 31, 2022 and December 31, 2021, there were no penalties or interest recorded in income tax expense.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2022
RELATED PARTY TRANSACTIONS.
RELATED PARTY TRANSACTIONS	NOTE 3 – 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 December 31, 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 twelve months ended December 31, 2021, and December 31, 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 ​ $ — ​ $ — ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additions ​ ​ — ​ ​ — ​ ​ — ​ ​ — Cash Payments ​ ​ — ​ ​ — ​ ​ — ​ ​ — Balance December 31, 2021 ​ $ — ​ $ — ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance January 1, 2022 ​ $ — ​ $ — ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additions ​ ​ 20,000 ​ ​ 40 ​ ​ — ​ ​ — Cash Payments ​ ​ — ​ ​ — ​ ​ — ​ ​ — Balance March 31, 2022 ​ $ 20,000 ​ $ 40 ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additions ​ ​ 10,000 ​ ​ 470 ​ ​ — ​ ​ — Cash Payments ​ ​ — ​ ​ — ​ ​ — ​ ​ — Balance June 30, 2022 ​ $ 30,000 ​ $ 510 ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additions ​ ​ — ​ ​ 624 ​ ​ 20,000 ​ ​ 13 Cash Payments ​ ​ — ​ ​ — ​ ​ — ​ ​ — Balance September 30, 2022 ​ $ 30,000 ​ $ 1,134 ​ $ 20,000 ​ $ 13 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additions ​ — ​ 648 ​ ​ 30,000 ​ ​ 616 Cash Payments ​ — ​ — ​ ​ — ​ ​ — Balance December 31, 2022 ​ $ 30,000 ​ $ 1,782 ​ $ 50,000 ​ $ 629 ​

THE COMPANY AND SUMMARY OF SI_2

THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 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 its current cash resources may not be adequate to fund its operations for the following year. The Company cannot provide any assurances as to 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 its 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.
PRINCIPLES OF CONSOLIDATION	PRINCIPLES OF CONSOLIDATION The accompanying financial statements include the accounts of the Company and its wholly owned subsidiary. All inter-company transactions have been eliminated in consolidation.
INCOME TAXES	INCOME TAXES We account for income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. We assess the likelihood that our deferred tax assets will be recovered from future taxable income and to the extent we believe that recovery is not determinable beyond a “more likely than not” standard, we establish a valuation allowance. To the extent we establish a valuation allowance or increase or decrease this allowance in a period, we include an expense or benefit within the tax provision in the statement of operations. We also utilize a “more likely than not” recognition threshold and measurement analysis for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company does not have any uncertain tax positions. We recognize potential accrued interest and penalties related to unrecognized tax benefits within the consolidated statements of operations as income tax expense.
INCOME PER COMMON SHARE	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 2022 and 2021, respectively.
CASH EQUIVALENTS	CASH EQUIVALENTS The Company considers as cash equivalents all highly liquid investments with a maturity of 90 days or less at the time of purchase. At December 31, 2022 and 2021, the Company had no cash equivalents.
RELATED PARTIES	RELATED PARTIES The Company defines a related person as any director, executive officer, nominee for director, or greater than 5% beneficial owner of our common stock, in each case since the beginning of the most recently completed year, and any of their immediate family members. Transactions with related parties are conducted on terms equivalent to those prevailing in arm’s-length transactions with unrelated parties.
USE OF ESTIMATES	USE OF ESTIMATES The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and disclosures made in the accompanying notes to the consolidated financial statements. Management regularly evaluates estimates and assumptions related to items such as revenue recognition, allowances for doubtful accounts, warranty reserves, inventory valuation reserves, stock-based compensation, purchased intangible asset valuations and useful lives, asset retirement obligations, and deferred income tax asset valuation allowances. These estimates and assumptions are based on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. The actual results we experience may differ materially and adversely from our original estimates. To the extent there are material differences between the estimates and the actual results, our future results of operations will be affected.
RISK AND UNCERTAINTIES	RISK AND UNCERTAINTIES Our future results of operations involve a number of risks and uncertainties. Factors that could affect our business or future results and cause actual results to vary materially from historical results include, but are not limited to, the ability to raise additional capital, complying with the requirements of being a public company, and our ability to execute our acquisition strategy.
NEW ACCOUNTING STANDARDS	NEW ACCOUNTING STANDARDS We reviewed recently issued accounting pronouncements and concluded they are either not applicable or not expected to be material to our financial statements.

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
	Dec. 31, 2022
INCOME TAXES
Schedule of components of income tax expense (benefit)	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended ​ ​ December 31, ​ 2022 2021 ​ ​ ​ ​ ​ ​ ​ INCOME TAX PROVISION (BENEFIT): ​ ​ Current ​ ​ Federal ​ $ — ​ $ — State, net of federal benefit ​ — ​ — Valuation Allowance ​ — ​ — Total current ​ — ​ — Deferred: ​ ​ Federal ​ 1,996 ​ 31,011 State, net of federal benefit ​ (4,407) ​ (9,697) Valuation Allowance ​ 2,411 ​ (21,314) Total deferred ​ — ​ — Total income tax provision (benefit) ​ $ — ​ $ — ​
Schedule of effective income tax rate reconciliation	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Twelve Months Ended ​ ​ December 31, ​ ​ 2022 ​ 2021 ​ $ % $ % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Federal income tax provision (benefit) at statutory rate ​ $ (13,419) ​ 21.0 % $ (12,292) ​ 21.0 % State tax expense net of federal tax benefit ​ (4,407) ​ 6.9 % (6,873) ​ 11.8 % Nondeductible expenses ​ — ​ 0.0 % — ​ 0.0 % Expiration of net operating losses ​ ​ 15,415 ​ (24.1) % ​ 19,482 ​ (33.3) % Return-to-provision adjustments ​ — ​ 0.0 % 20,997 ​ (35.9) % Change in valuation allowance ​ 2,411 ​ (3.8) % (21,314) ​ 36.4 % Income tax provision (benefit) ​ $ — ​ 0.0 % $ — ​ 0.0 % ​
Schedule of deferred tax assets and liabilities	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Twelve Months Ended ​ ​ December 31, ​ 2021 2020 ​ ​ ​ ​ ​ ​ ​ DEFERRED TAX ASSETS, NET ​ ​ Net operating loss carryforward ​ $ 189,084 ​ $ 187,179 Accruals ​ 506 ​ — Total deferred tax assets ​ $ 189,590 ​ $ 187,179 Valuation allowance ​ (189,590) ​ (187,179) Net deferred tax assets ​ $ — ​ $ — ​

RELATED PARTY TRANSACTIONS (Tab

RELATED PARTY TRANSACTIONS (Tables)	12 Months Ended
	Dec. 31, 2022
RELATED PARTY TRANSACTIONS.
Schedule of related party transactions	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 ​ $ — ​ $ — ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additions ​ ​ — ​ ​ — ​ ​ — ​ ​ — Cash Payments ​ ​ — ​ ​ — ​ ​ — ​ ​ — Balance December 31, 2021 ​ $ — ​ $ — ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance January 1, 2022 ​ $ — ​ $ — ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additions ​ ​ 20,000 ​ ​ 40 ​ ​ — ​ ​ — Cash Payments ​ ​ — ​ ​ — ​ ​ — ​ ​ — Balance March 31, 2022 ​ $ 20,000 ​ $ 40 ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additions ​ ​ 10,000 ​ ​ 470 ​ ​ — ​ ​ — Cash Payments ​ ​ — ​ ​ — ​ ​ — ​ ​ — Balance June 30, 2022 ​ $ 30,000 ​ $ 510 ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additions ​ ​ — ​ ​ 624 ​ ​ 20,000 ​ ​ 13 Cash Payments ​ ​ — ​ ​ — ​ ​ — ​ ​ — Balance September 30, 2022 ​ $ 30,000 ​ $ 1,134 ​ $ 20,000 ​ $ 13 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additions ​ — ​ 648 ​ ​ 30,000 ​ ​ 616 Cash Payments ​ — ​ — ​ ​ — ​ ​ — Balance December 31, 2022 ​ $ 30,000 ​ $ 1,782 ​ $ 50,000 ​ $ 629

THE COMPANY AND SUMMARY OF SI_3

THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Revenue	$ 0	$ 0
Cash equivalents	$ 0	$ 0
Ownership percentage	5%

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Current
Federal	$ 0	$ 0
State, net of federal benefit	0	0
Valuation Allowance	0	0
Total current	0	0
Deferred:
Federal	1,996	31,011
State, net of federal benefit	(4,407)	(9,697)
Valuation Allowance	2,411	(21,314)
Total deferred	0	0
Total income tax provision (benefit)	$ 0	$ 0

INCOME TAXES - Reconciliation (

INCOME TAXES - Reconciliation (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
INCOME TAXES
Federal income tax provision (benefit) at statutory rate	$ (13,419)	$ (12,292)
State tax expense net of federal tax benefit	(4,407)	(6,873)
Expiration of net operating losses	15,415	19,482
Return-to-provision adjustments		20,997
Change in valuation allowance	2,411	(21,314)
Income tax provision (benefit)	$ 0	$ 0
Federal income tax provision (benefit) at statutory rate, Percent	21%	21%
State tax expense net of federal tax benefit, Percent	6.90%	11.80%
Nondeductible expenses, Percent	0%	0%
Expiration of net operating losses, Percent	(24.10%)	(33.30%)
Return-to-provision adjustments, Percent	0%	(35.90%)
Change in valuation allowance, Percent	(3.80%)	36.40%
Income tax provision (benefit), Percent	0%	0%

INCOME TAXES - Deferred Taxes (

INCOME TAXES - Deferred Taxes (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
DEFERRED TAX ASSETS, NET
Net operating loss carryforward	$ 189,084	$ 187,179
Accruals	506	0
Total deferred tax assets	189,590	187,179
Valuation allowance	(189,590)	(187,179)
Net deferred tax assets	$ 0	$ 0

INCOME TAXES (Details)_2

INCOME TAXES (Details) - USD ($)	12 Months Ended	24 Months Ended
	Dec. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
INCOME TAXES
Valuation allowance	$ 189,590	$ 189,590	$ 187,179
Change in valuation allowance	2,411
Penalties and interest recorded		0
Maximum
INCOME TAXES
Operating loss carryforwards with expire	15,415
Domestic Tax Authority
INCOME TAXES
Operating loss carryforwards	685,271	685,271
Operating loss carryforwards without expiry	$ 331,010	331,010
Operating loss carryforwards, expiration years	2026 and 2037
State and Local Jurisdiction | California
INCOME TAXES
Operating loss carryforwards	$ 644,486	644,486
Operating loss carryforwards without expiry	$ 300,056	300,056
Operating loss carryforwards, expiration years	2028 and 2037
State and Local Jurisdiction | Florida
INCOME TAXES
Operating loss carryforwards	$ 250,715	$ 250,715
Operating loss carryforwards, expiration years	2026 and 2033

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details) - USD ($)			3 Months Ended
	Dec. 01, 2022	Sep. 27, 2022	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Mar. 31, 2021
Qualstar Note
RELATED PARTY TRANSACTIONS
Additions	$ 30,000	$ 20,000
Management | Principal Amount | Qualstar Note
RELATED PARTY TRANSACTIONS
Balance beginning			$ 20,000
Additions			30,000	$ 20,000
Balance ending			50,000	20,000
Management | Principal Amount | Mr.Bronson
RELATED PARTY TRANSACTIONS
Balance beginning			30,000	30,000	$ 20,000		$ 251,161
Additions					10,000	$ 20,000	5,000
Conversion into Common Stock - March 26, 2021							(256,161)
Balance ending			30,000	30,000	30,000	20,000
Management | Interest Accrued | Qualstar Note
RELATED PARTY TRANSACTIONS
Balance beginning			13
Additions			616	13
Balance ending			629	13
Management | Interest Accrued | Mr.Bronson
RELATED PARTY TRANSACTIONS
Balance beginning			1,134	510	40		87,624
Additions			648	624	470	40	5,657
Conversion into Common Stock - March 26, 2021							$ (93,281)
Balance ending			$ 1,782	$ 1,134	$ 510	$ 40

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)					12 Months Ended
	Dec. 01, 2022	Sep. 27, 2022	Mar. 23, 2022	Mar. 26, 2021	Dec. 31, 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	$ 30,000	$ 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