Ridgefield Acquisition (RDGA) 10-Q 13 May 24 2024 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2024	May 13, 2024
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
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
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		27,860,773
Entity Central Index Key	0000812152
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Amendment Flag	false

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Mar. 31, 2024	Dec. 31, 2023
CURRENT ASSETS
Cash and cash equivalents	$ 2,452	$ 24,415
TOTAL ASSETS	2,452	24,415
CURRENT LIABILITIES
Accounts payable and accrued expenses	18,837	16,507
Related party note and interest payable	$ 146,917	$ 142,911
Notes Payable, Current, Related Party, Type [Extensible Enumeration]	us-gaap:RelatedPartyMember	us-gaap:RelatedPartyMember
TOTAL LIABILITIES	$ 165,754	$ 159,418
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 March 31, 2024 and December 31, 2023	2,861	2,861
Additional paid in capital	1,914,819	1,914,819
Accumulated deficit	(2,080,982)	(2,052,683)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)	(163,302)	(135,003)
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)	$ 2,452	$ 24,415

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
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
	Mar. 31, 2024	Mar. 31, 2023
OPERATING EXPENSES
General and administrative expenses	$ (22,693)	$ (18,116)
Total Operating Expenses	(22,693)	(18,116)
OPERATING LOSS	(22,693)	(18,116)
OTHER EXPENSE
Other expense	(1,600)	(1,100)
Interest expense	(4,006)	(1,843)
Total Other Expense	(5,606)	(2,943)
NET LOSS	$ (28,299)	$ (21,059)
NET LOSS PER COMMON SHARE
Basic	$ (0.01)	$ (0.01)
Dilutive	$ (0.01)	$ (0.01)
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, 2022	$ 2,861	$ 1,914,819	$ (1,979,701)	$ (62,021)
Balance beginning (in shares) at Dec. 31, 2022	2,860,773
Net loss			(21,059)	(21,059)
Balance ending at Mar. 31, 2023	$ 2,861	1,914,819	(2,000,760)	(83,080)
Balance ending (in shares) at Mar. 31, 2023	2,860,773
Balance beginning at Dec. 31, 2023	$ 2,861	1,914,819	(2,052,683)	(135,003)
Balance beginning (in shares) at Dec. 31, 2023	2,860,773
Net loss			(28,299)	(28,299)
Balance ending at Mar. 31, 2024	$ 2,861	$ 1,914,819	$ (2,080,982)	$ (163,302)
Balance ending (in shares) at Mar. 31, 2024	2,860,773

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
OPERATING ACTIVITIES
Net loss	$ (28,299)	$ (21,059)
Changes in assets and liabilities:
Increase in accounts payable and accrued expenses	2,330	1,100
Increase in accrued interest - related party	4,006	1,843
Net cash used in operating activities	(21,963)	(18,116)
NET DECREASE IN CASH AND CASH EQUIVALENTS	(21,963)	(18,116)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	24,415	21,200
CASH AND CASH EQUIVALENTS, END OF PERIOD	$ 2,452	$ 3,084

THE COMPANY AND SUMMARY OF SIGN

THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2024
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 an accumulated deficit balance as of March 31, 2024 and net loss during the three months ended March 31, 2024. These conditions, among others, raise substantial doubt about the Company’s ability to continue operations as a going concern. The Company’s financial statements are prepared using U.S. GAAP applicable to a going concern for the next twelve months from the date of this filing, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it establishes a revenue stream and becomes profitable. The Company is continually analyzing its current costs and is attempting to make additional cost reductions where possible. We expect that we will continue to generate losses from operations throughout 2024. In order to continue as a going concern and to develop a reliable source of revenues and achieve a profitable level of operations the Company will need, among other things, additional capital resources. Management’s plans to continue as a going concern include raising additional capital through borrowing and/or sales of equity and debt securities. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. 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, 2023 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 period ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ended December 31, 2024. ​ RECENT ACCOUNTING PRONOUNCEMENTS Recent ASU’s issued by the FASB and guidance issued by the SEC did not, or are not believed by the management to, have a material effect on the Company’s present or future consolidated financial statements. ​

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2024
RELATED PARTY TRANSACTIONS.
RELATED PARTY TRANSACTIONS	NOTE 2 – 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 payable to Mr. Bronson, pursuant to which Mr. Bronson may make loans to the Company from time to time. The Bronson Note has a maturity date of March 23, 2027, and provides for interest to accrue on the unpaid principal at a rate of eight percent (8.0%) 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 (10.0%) per annum (calculated on the basis of a 360-day year), compounded and payable quarterly. During the three months ended March 31, 2023 and March 31, 2024 the following amounts were payable under all loans: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Note Payable to ​ Note Payable to ​ ​ Steven N. Bronson ​ Qualstar Corporation ​ Principal Interest Principal Interest ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance December 31, 2022 ​ $ 30,000 ​ $ 1,782 ​ $ 50,000 ​ $ 629 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additions ​ ​ — ​ ​ 669 ​ ​ — ​ ​ 1,174 Cash Payments ​ ​ (—) ​ ​ (—) ​ ​ (—) ​ ​ (—) Balance March 31, 2023 ​ $ 30,000 ​ $ 2,451 ​ $ 50,000 ​ $ 1,803 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance December 31, 2023 ​ $ 30,000 ​ $ 4,858 ​ $ 100,000 ​ $ 8,053 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additions ​ ​ — ​ ​ 969 ​ ​ — ​ ​ 3,037 Cash Payments ​ ​ (—) ​ ​ (—) ​ ​ (—) ​ ​ (—) Balance March 31, 2024 ​ $ 30,000 $ 5,827 ​ $ 100,000 ​ $ 11,090 ​

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2024
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 3 – SUBSEQUENT EVENTS On April 23, 2024, subsequent to the date of these financial statements, the Company sold 25,000,000 shares (the “Unregistered Shares”) of its Common Stock to its President and Chief Executive Officer, and a member of the Board of Directors, Steven N. Bronson (the “Purchaser”), at a price of $0.002 per share, for an aggregate purchase price of $50,000. Purchaser paid the purchase price for the Unregistered Shares in cash. The Unregistered Shares were offered and sold exclusively to Purchaser, an executive officer and director of the Company and an accredited investor, in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), as a transaction not involving a public offering, pursuant to Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. Purchaser represented his intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificate representing the Shares issued in the transaction. The offer and sale of the Shares were made without any general solicitation or advertising.

THE COMPANY AND SUMMARY OF SI_2

THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2024
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 an accumulated deficit balance as of March 31, 2024 and net loss during the three months ended March 31, 2024. These conditions, among others, raise substantial doubt about the Company’s ability to continue operations as a going concern. The Company’s financial statements are prepared using U.S. GAAP applicable to a going concern for the next twelve months from the date of this filing, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it establishes a revenue stream and becomes profitable. The Company is continually analyzing its current costs and is attempting to make additional cost reductions where possible. We expect that we will continue to generate losses from operations throughout 2024. In order to continue as a going concern and to develop a reliable source of revenues and achieve a profitable level of operations the Company will need, among other things, additional capital resources. Management’s plans to continue as a going concern include raising additional capital through borrowing and/or sales of equity and debt securities. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
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, 2023 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 period ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ended December 31, 2024.
RECENT ACCOUNTING PRONOUNCEMENTS	RECENT ACCOUNTING PRONOUNCEMENTS Recent ASU’s issued by the FASB and guidance issued by the SEC did not, or are not believed by the management to, have a material effect on the Company’s present or future consolidated financial statements. ​

RELATED PARTY TRANSACTIONS (Tab

RELATED PARTY TRANSACTIONS (Tables)	3 Months Ended
	Mar. 31, 2024
RELATED PARTY TRANSACTIONS.
Schedule of related party transactions	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Note Payable to ​ Note Payable to ​ ​ Steven N. Bronson ​ Qualstar Corporation ​ Principal Interest Principal Interest ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance December 31, 2022 ​ $ 30,000 ​ $ 1,782 ​ $ 50,000 ​ $ 629 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additions ​ ​ — ​ ​ 669 ​ ​ — ​ ​ 1,174 Cash Payments ​ ​ (—) ​ ​ (—) ​ ​ (—) ​ ​ (—) Balance March 31, 2023 ​ $ 30,000 ​ $ 2,451 ​ $ 50,000 ​ $ 1,803 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance December 31, 2023 ​ $ 30,000 ​ $ 4,858 ​ $ 100,000 ​ $ 8,053 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additions ​ ​ — ​ ​ 969 ​ ​ — ​ ​ 3,037 Cash Payments ​ ​ (—) ​ ​ (—) ​ ​ (—) ​ ​ (—) Balance March 31, 2024 ​ $ 30,000 $ 5,827 ​ $ 100,000 ​ $ 11,090 ​

THE COMPANY AND SUMMARY OF SI_3

THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	3 Months Ended
	Mar. 31, 2024 USD ($)
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Revenue	$ 0

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
RELATED PARTY TRANSACTIONS
Balance beginning	$ 142,911
Balance ending	146,917
Chairman of the Board, President and Chief Executive Officer | Notes Payable, Principal | Steven N. Bronson
RELATED PARTY TRANSACTIONS
Balance beginning	30,000	$ 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	100,000	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	4,858	1,782
Additions	969	669
Balance ending	5,827	2,451
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	8,053	629
Additions	3,037	1,174
Balance ending	$ 11,090	$ 1,803

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

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - SUBSEQUENT EVENTS - Steven N. Bronson	Apr. 23, 2024 USD ($) $ / shares shares
SUBSEQUENT EVENTS
Common stock sold | shares	25,000,000
Issued price | $ / shares	$ 0.002
Aggregate purchase price | $	$ 50,000