Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Mar. 12, 2024 | Jun. 30, 2023 | |
Document and Entity Information | ||||
Document Type | 10-K | |||
Document Annual Report | true | |||
Document Period End Date | Dec. 31, 2023 | |||
Document Transition Report | false | |||
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 | |||
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 | |||
ICFR Auditor Attestation Flag | false | |||
Document Financial Statement Error Correction [Flag] | false | |||
Entity Public Float | $ 29,682 | |||
Entity Common Stock, Shares Outstanding | 2,860,773 | |||
Entity Central Index Key | 0000812152 | |||
Current Fiscal Year End Date | --12-31 | |||
Document Fiscal Year Focus | 2023 | |||
Document Fiscal Period Focus | FY | |||
Amendment Flag | false | |||
Trading Symbol | RDGA | |||
Auditor Name | LMHS, P.C. | MaloneBailey, LLP | ||
Auditor Firm ID | 3373 | 206 | ||
Auditor Location | Norwell, Massachusetts | Houston, Texas |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 24,415 | $ 21,200 |
TOTAL ASSETS | 24,415 | 21,200 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 16,507 | 810 |
Related party note and interest payable | $ 142,911 | $ 82,411 |
Notes Payable, Current, Related Party, Type [Extensible Enumeration] | us-gaap:RelatedPartyMember | us-gaap:RelatedPartyMember |
TOTAL LIABILITIES | $ 159,418 | $ 83,221 |
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, 2023 and 2022 | 2,861 | 2,861 |
Additional paid in capital | 1,914,819 | 1,914,819 |
Accumulated deficit | (2,052,683) | (1,979,701) |
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | (135,003) | (62,021) |
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) | $ 24,415 | $ 21,200 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
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, 2023 | Dec. 31, 2022 | |
OPERATING EXPENSES | ||
General and administrative expenses | $ (60,082) | $ (58,923) |
Total Operating Expenses | (60,082) | (58,923) |
OPERATING LOSS | (60,082) | (58,923) |
OTHER EXPENSE | ||
Other expense | (2,400) | (2,565) |
Interest expense | (10,500) | (2,411) |
Total Other Expense | (12,900) | (4,976) |
NET LOSS | $ (72,982) | $ (63,899) |
NET LOSS PER COMMON SHARE | ||
Basic | $ (0.03) | $ (0.02) |
Dilutive | $ (0.03) | $ (0.02) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - | ||
Basic | 2,860,773 | 2,860,773 |
Dilutive | 2,860,773 | 2,860,773 |
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, 2021 | $ 2,861 | $ 1,914,819 | $ (1,915,802) | $ 1,878 |
Balance beginning (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 | |||
Net loss | $ 0 | 0 | (72,982) | (72,982) |
Balance ending at Dec. 31, 2023 | $ 2,861 | $ 1,914,819 | $ (2,052,683) | $ (135,003) |
Balance ending (in shares) at Dec. 31, 2023 | 2,860,773 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
OPERATING ACTIVITIES | ||
Net loss | $ (72,982) | $ (63,899) |
Changes in assets and liabilities: | ||
Increase (decrease) in accounts payable and accrued expenses | 15,697 | (2,950) |
Increase in accrued interest - related party | 10,500 | 2,411 |
Net cash used in operating activities | (46,785) | (64,438) |
FINANCING ACTIVITIES | ||
Proceeds from issuance of common stock | 0 | 0 |
Proceeds from related party note payable | 50,000 | 80,000 |
Net cash provided by financing activities | 50,000 | 80,000 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 3,215 | 15,562 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 21,200 | 5,638 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 24,415 | 21,200 |
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | $ 0 | $ 0 |
THE COMPANY AND SUMMARY OF SIGN
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
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 2023 and 2022, 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, 2023 and 2022, 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 In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative . In U.S. Securities and Exchange Commission (SEC) Release No. 33-10532, Disclosure Update and Simplification, issued August 17, 2018, the SEC referred certain of its disclosure requirements that overlap with, but require incremental information to, generally accepted accounting principles (GAAP) to the FASB for potential incorporation into the FASB Accounting Standards Codification® (Codification). The Codification is the source of authoritative generally accepted accounting principles (GAAP) recognized by the FASB to be applied by nongovernmental entities. ASU 2023-06 is the result of the Board’s decision to incorporate into the Codification 14 of the 27 disclosures referred by the SEC. Since we are already subject to the SEC’s existing disclosure requirements, the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. The adoption of this new guidance should not have any impact on the Company’s financial statements. We reviewed other 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, 2023 | |
INCOME TAXES | |
INCOME TAXES | NOTE 2 – INCOME TAXES Income tax provision (benefit) consists of the following for the twelve months ended December 31, 2023 and 2022: Years Ended December 31, 2023 2022 INCOME TAX PROVISION (BENEFIT): Current Federal $ — $ — State, net of federal benefit — — Valuation Allowance — — Total current — — Deferred: Federal (15,326) 1,996 State, net of federal benefit (5,139) (4,407) Valuation Allowance 20,465 2,411 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, 2023 2022 $ % $ % Federal income tax provision (benefit) at statutory rate $ (15,326) 21.0 % $ (13,419) 21.0 % State tax expense net of federal tax benefit (5,041) 6.9 % (4,407) 6.9 % Nondeductible expenses — 0.0 % — 0.0 % Expiration of net operating losses — 0.0 % 15,415 (24.1) % Return-to-provision adjustments (98) 0.1 % — 0.0 % Change in valuation allowance 20,465 (28.0) % 2,411 (3.8) % 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, 2023 2022 DEFERRED TAX ASSETS, NET Net operating loss carryforward $ 206,442 $ 189,084 Accruals 3,613 506 Total deferred tax assets $ 210,055 $ 189,590 Valuation allowance (210,055) (189,590) Net deferred tax assets $ — $ — At December 31, 2023, the Company has a federal net operating loss carry-forward of $747,754 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 $393,493 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, 2023, the Company has a state net operating loss carry-forward in California of $704,767 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 360,337 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, 2023, 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, 2023. The valuation allowance at December 31, 2023 was $210,055, an increase of $20,465 from December 31, 2022 when the balance was $189,590. The valuation allowance increased due to additional tax losses in 2023. 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 2019 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, 2023, and December 31, 2022, 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, 2023 and December 31, 2022, there were no penalties or interest recorded in income tax expense. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
RELATED PARTY TRANSACTIONS. | |
RELATED PARTY TRANSACTIONS | NOTE 3 – RELATED PARTY TRANSACTIONS On March 23, 2022, the Company executed a Revolving Promissory Note (the “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 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-day year), compounded quarterly and payable 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 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-day year), compounded and payable quarterly. During the twelve months ended December 31, 2022 and December 31, 2023, 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, 2022 $ — $ — $ — $ — Additions 30,000 1,782 50,000 629 Cash Payments — — — — Balance December 31, 2022 $ 30,000 $ 1,782 $ 50,000 $ 629 Additions — 3,076 50,000 7,424 Cash Payments — — — — Balance December 31, 2023 $ 30,000 $ 4,858 $ 100,000 $ 8,053 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 4 – SUBSEQUENT EVENTS The Company has evaluated subsequent events through the date of issuance of these financial statements and determined that there have been no events that have occurred that would require adjustments to the financial statements or related disclosures. |
THE COMPANY AND SUMMARY OF SI_2
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
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 2023 and 2022, 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, 2023 and 2022, 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 In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative . In U.S. Securities and Exchange Commission (SEC) Release No. 33-10532, Disclosure Update and Simplification, issued August 17, 2018, the SEC referred certain of its disclosure requirements that overlap with, but require incremental information to, generally accepted accounting principles (GAAP) to the FASB for potential incorporation into the FASB Accounting Standards Codification® (Codification). The Codification is the source of authoritative generally accepted accounting principles (GAAP) recognized by the FASB to be applied by nongovernmental entities. ASU 2023-06 is the result of the Board’s decision to incorporate into the Codification 14 of the 27 disclosures referred by the SEC. Since we are already subject to the SEC’s existing disclosure requirements, the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. The adoption of this new guidance should not have any impact on the Company’s financial statements. We reviewed other 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, 2023 | |
INCOME TAXES | |
Schedule of components of income tax expense (benefit) | Years Ended December 31, 2023 2022 INCOME TAX PROVISION (BENEFIT): Current Federal $ — $ — State, net of federal benefit — — Valuation Allowance — — Total current — — Deferred: Federal (15,326) 1,996 State, net of federal benefit (5,139) (4,407) Valuation Allowance 20,465 2,411 Total deferred — — Total income tax provision (benefit) $ — $ — |
Schedule of effective income tax rate reconciliation | Twelve Months Ended December 31, 2023 2022 $ % $ % Federal income tax provision (benefit) at statutory rate $ (15,326) 21.0 % $ (13,419) 21.0 % State tax expense net of federal tax benefit (5,041) 6.9 % (4,407) 6.9 % Nondeductible expenses — 0.0 % — 0.0 % Expiration of net operating losses — 0.0 % 15,415 (24.1) % Return-to-provision adjustments (98) 0.1 % — 0.0 % Change in valuation allowance 20,465 (28.0) % 2,411 (3.8) % Income tax provision (benefit) $ — 0.0 % $ — 0.0 % |
Schedule of deferred tax assets and liabilities | Twelve Months Ended December 31, 2023 2022 DEFERRED TAX ASSETS, NET Net operating loss carryforward $ 206,442 $ 189,084 Accruals 3,613 506 Total deferred tax assets $ 210,055 $ 189,590 Valuation allowance (210,055) (189,590) Net deferred tax assets $ — $ — |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2022 $ — $ — $ — $ — Additions 30,000 1,782 50,000 629 Cash Payments — — — — Balance December 31, 2022 $ 30,000 $ 1,782 $ 50,000 $ 629 Additions — 3,076 50,000 7,424 Cash Payments — — — — Balance December 31, 2023 $ 30,000 $ 4,858 $ 100,000 $ 8,053 |
THE COMPANY AND SUMMARY OF SI_3
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
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, 2023 | Dec. 31, 2022 | |
Current | ||
Federal | $ 0 | $ 0 |
State, net of federal benefit | 0 | 0 |
Valuation Allowance | 0 | 0 |
Total current | 0 | 0 |
Deferred: | ||
Federal | (15,326) | 1,996 |
State, net of federal benefit | (5,139) | (4,407) |
Valuation Allowance | 20,465 | 2,411 |
Total deferred | 0 | 0 |
Total income tax provision (benefit) | $ 0 | $ 0 |
INCOME TAXES - Reconciliation (
INCOME TAXES - Reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
INCOME TAXES | ||
Federal income tax provision (benefit) at statutory rate | $ (15,326) | $ (13,419) |
State tax expense net of federal tax benefit | (5,041) | (4,407) |
Expiration of net operating losses | 15,415 | |
Return-to-provision adjustments | (98) | |
Change in valuation allowance | 20,465 | 2,411 |
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% | 6.90% |
Nondeductible expenses, Percent | 0% | 0% |
Expiration of net operating losses, Percent | (0.00%) | (24.10%) |
Return-to-provision adjustments, Percent | 0.10% | 0% |
Change in valuation allowance, Percent | (28.00%) | (3.80%) |
Income tax provision (benefit), Percent | 0% | 0% |
INCOME TAXES - Deferred Taxes (
INCOME TAXES - Deferred Taxes (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
DEFERRED TAX ASSETS, NET | ||
Net operating loss carryforward | $ 206,442 | $ 189,084 |
Accruals | 3,613 | 506 |
Total deferred tax assets | 210,055 | 189,590 |
Valuation allowance | (210,055) | (189,590) |
Net deferred tax assets | $ 0 | $ 0 |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
INCOME TAXES | ||
Valuation allowance | $ 210,055 | $ 189,590 |
Change in valuation allowance | 20,465 | |
Penalties and interest recorded | 0 | $ 0 |
Domestic Tax Authority | ||
INCOME TAXES | ||
Operating loss carryforwards | $ 747,754 | |
Operating loss carryforwards, expiration years | 2026 and 2037 | |
Operating loss carryforwards without expiry | $ 393,493 | |
State and Local Jurisdiction | California | ||
INCOME TAXES | ||
Operating loss carryforwards | $ 704,767 | |
Operating loss carryforwards, expiration years | 2028 and 2037 | |
Operating loss carryforwards without expiry | $ 360,337 | |
State and Local Jurisdiction | Florida | ||
INCOME TAXES | ||
Operating loss carryforwards | $ 250,715 | |
Operating loss carryforwards, expiration years | 2026 and 2033 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
RELATED PARTY TRANSACTIONS | ||
Balance beginning | $ 82,411 | |
Balance ending | 142,911 | $ 82,411 |
Chairman of the Board, President and Chief Executive Officer | Notes Payable, Principal | Steven N. Bronson | ||
RELATED PARTY TRANSACTIONS | ||
Balance beginning | 30,000 | |
Additions | 30,000 | |
Balance ending | 30,000 | 30,000 |
Chairman of the Board, President and Chief Executive Officer | Notes Payable, Principal | Mr. Bronson, President and CEO of Qualstar Corporation | ||
RELATED PARTY TRANSACTIONS | ||
Balance beginning | 50,000 | |
Additions | 50,000 | 50,000 |
Balance ending | 100,000 | 50,000 |
Chairman of the Board, President and Chief Executive Officer | Notes Payable, Interest | Steven N. Bronson | ||
RELATED PARTY TRANSACTIONS | ||
Balance beginning | 1,782 | |
Additions | 3,076 | 1,782 |
Balance ending | 4,858 | 1,782 |
Chairman of the Board, President and Chief Executive Officer | Notes Payable, Interest | Mr. Bronson, President and CEO of Qualstar Corporation | ||
RELATED PARTY TRANSACTIONS | ||
Balance beginning | 629 | |
Additions | 7,424 | 629 |
Balance ending | $ 8,053 | $ 629 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) - Chairman of the Board, President and Chief Executive Officer - Notes Payable - USD ($) | Sep. 27, 2022 | Mar. 23, 2022 |
Steven N. Bronson | ||
RELATED PARTY TRANSACTIONS | ||
Principal amount | $ 200,000 | |
Debt instrument interest rate percentage | 8% | |
Term (in days) | 360 days | |
Mr. Bronson, President and CEO of Qualstar Corporation | ||
RELATED PARTY TRANSACTIONS | ||
Debt instrument interest rate percentage | 10% | |
Term (in days) | 360 days | |
Mr. Bronson, President and CEO of Qualstar Corporation | Maximum | ||
RELATED PARTY TRANSACTIONS | ||
Principal amount | $ 200,000 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (72,982) | $ (63,899) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |