Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 09, 2024 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 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 | Q2 | |
Amendment Flag | false | |
No Trading Symbol Flag | true |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 36,010 | $ 24,415 |
Prepaid Expenses | 400 | |
TOTAL ASSETS | 36,410 | 24,415 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 7,164 | 16,507 |
Related party notes and interest payable | $ 161,321 | $ 142,911 |
Notes Payable, Current, Related Party, Type [Extensible Enumeration] | us-gaap:RelatedPartyMember | us-gaap:RelatedPartyMember |
TOTAL LIABILITIES | $ 168,485 | $ 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 - 27,860,773 on June 30, 2024 and 2,860,773 on December 31, 2023 | 27,861 | 2,861 |
Additional paid in capital | 1,939,819 | 1,914,819 |
Accumulated deficit | (2,099,755) | (2,052,683) |
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | (132,075) | (135,003) |
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) | $ 36,410 | $ 24,415 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 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 | 27,860,773 | 2,860,773 |
Common stock, shares outstanding | 27,860,773 | 2,860,773 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
OPERATING EXPENSES | ||||
General and administrative expenses | $ (14,079) | $ (7,864) | $ (36,772) | $ (25,980) |
Total Operating Expenses | (14,079) | (7,864) | (36,772) | (25,980) |
OPERATING LOSS | (14,079) | (7,864) | (36,772) | (25,980) |
OTHER EXPENSE | ||||
Other expense | (277) | (900) | (1,877) | (2,000) |
Interest expense | (4,417) | (2,490) | (8,423) | (4,333) |
Total Other Expense | (4,694) | (3,390) | (10,300) | (6,333) |
NET LOSS | $ (18,773) | $ (11,254) | $ (47,072) | $ (32,313) |
NET LOSS PER COMMON SHARE | ||||
Basic | $ (0.01) | |||
Dilutive | $ (0.01) | |||
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - | ||||
Basic | 21,816,817 | 2,860,773 | 12,338,795 | 2,860,773 |
Dilutive | 21,816,817 | 2,860,773 | 12,338,795 | 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, 2022 | $ 2,861 | 1,914,819 | (1,979,701) | (62,021) |
Balance beginning (in shares) at Dec. 31, 2022 | 2,860,773 | |||
Net loss | (32,313) | |||
Balance ending at Jun. 30, 2023 | $ 2,861 | 1,914,819 | (2,012,014) | (94,334) |
Balance ending (in shares) at Jun. 30, 2023 | 2,860,773 | |||
Balance beginning at Mar. 31, 2023 | $ 2,861 | 1,914,819 | (2,000,760) | (83,080) |
Balance beginning (in shares) at Mar. 31, 2023 | 2,860,773 | |||
Net loss | (11,254) | (11,254) | ||
Balance ending at Jun. 30, 2023 | $ 2,861 | 1,914,819 | (2,012,014) | (94,334) |
Balance ending (in shares) at Jun. 30, 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 | |||
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 | (47,072) | |||
Balance ending at Jun. 30, 2024 | $ 27,861 | 1,939,819 | (2,099,755) | (132,075) |
Balance ending (in shares) at Jun. 30, 2024 | 27,860,773 | |||
Balance beginning at Mar. 31, 2024 | $ 2,861 | 1,914,819 | (2,080,982) | (163,302) |
Balance beginning (in shares) at Mar. 31, 2024 | 2,860,773 | |||
Issuance of Common Stock | $ 25,000 | 25,000 | 50,000 | |
Issuance of Common Stock (Shares) | 25,000,000 | |||
Net loss | (18,773) | (18,773) | ||
Balance ending at Jun. 30, 2024 | $ 27,861 | $ 1,939,819 | $ (2,099,755) | $ (132,075) |
Balance ending (in shares) at Jun. 30, 2024 | 27,860,773 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
OPERATING ACTIVITIES | ||
Net loss | $ (47,072) | $ (32,313) |
Changes in assets and liabilities: | ||
Increase in prepaid expenses | (400) | |
Increase (decrease) in accounts payable and accrued expenses | (9,343) | 4,522 |
Increase in accrued interest - related party | 8,410 | 4,333 |
Net cash used in operating activities | (48,405) | (23,458) |
FINANCING ACTIVITIES | ||
Issuance of common stock | 50,000 | |
Proceeds from related party note payable | 10,000 | 25,000 |
Net cash provided by financing activities | 60,000 | 25,000 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 11,595 | 1,542 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 24,415 | 21,200 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 36,010 | $ 22,742 |
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Cash paid for interest | $ 13 |
THE COMPANY AND SUMMARY OF SIGN
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 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 June 30, 2024 and net loss during the six months ended June 30, 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 and six - month periods ended June 30, 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 | 6 Months Ended |
Jun. 30, 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 and six months ended June 30, 2023 and June 30, 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 Additions — 727 25,000 1,763 Cash Payments (—) (—) (—) (—) Balance June 30, 2023 $ 30,000 $ 3,178 $ 75,000 $ 3,566 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 Additions — 1,087 10,000 3,317 Cash Payments (—) (—) (—) (—) Balance June 30, 2024 $ 30,000 $ 6,914 $ 110,000 $ 14,407 On April 23, 2024, the Company sold 25,000,000 shares (the “Shares”) of its Common Stock to its President and Chief Executive Officer, (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 Shares in cash.The 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) | 6 Months Ended |
Jun. 30, 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 June 30, 2024 and net loss during the six months ended June 30, 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 and six - month periods ended June 30, 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) | 6 Months Ended |
Jun. 30, 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 Additions — 727 25,000 1,763 Cash Payments (—) (—) (—) (—) Balance June 30, 2023 $ 30,000 $ 3,178 $ 75,000 $ 3,566 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 Additions — 1,087 10,000 3,317 Cash Payments (—) (—) (—) (—) Balance June 30, 2024 $ 30,000 $ 6,914 $ 110,000 $ 14,407 |
THE COMPANY AND SUMMARY OF SI_3
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Revenue | $ 0 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 3 Months Ended | |||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | |
RELATED PARTY TRANSACTIONS | ||||
Balance beginning | $ 142,911 | |||
Balance ending | $ 161,321 | |||
Chairman of the Board, President and Chief Executive Officer | Notes Payable, Principal | Steven N. Bronson | ||||
RELATED PARTY TRANSACTIONS | ||||
Balance beginning | 30,000 | 30,000 | $ 30,000 | $ 30,000 |
Balance ending | 30,000 | 30,000 | 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 | 100,000 | 50,000 | 50,000 |
Additions | 10,000 | 25,000 | ||
Balance ending | 110,000 | 100,000 | 75,000 | 50,000 |
Chairman of the Board, President and Chief Executive Officer | Notes Payable, Interest | Steven N. Bronson | ||||
RELATED PARTY TRANSACTIONS | ||||
Balance beginning | 5,827 | 4,858 | 2,451 | 1,782 |
Additions | 1,087 | 969 | 727 | 669 |
Balance ending | 6,914 | 5,827 | 3,178 | 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 | 11,090 | 8,053 | 1,803 | 629 |
Additions | 3,317 | 3,037 | 1,763 | 1,174 |
Balance ending | $ 14,407 | $ 11,090 | $ 3,566 | $ 1,803 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($) | 3 Months Ended | |||
Apr. 23, 2024 | Sep. 27, 2022 | Mar. 23, 2022 | Jun. 30, 2024 | |
RELATED PARTY TRANSACTIONS | ||||
Aggregate purchase price | $ 50,000 | |||
Common Stock | ||||
RELATED PARTY TRANSACTIONS | ||||
Common stock sold | 25,000,000 | |||
Aggregate purchase price | $ 25,000 | |||
Steven N. Bronson | ||||
RELATED PARTY TRANSACTIONS | ||||
Common stock sold | 25,000,000 | |||
Issued price | $ 0.002 | |||
Aggregate purchase price | $ 50,000 | |||
Chairman of the Board, President and Chief Executive Officer | Notes Payable | Steven N. Bronson | ||||
RELATED PARTY TRANSACTIONS | ||||
Principal amount | $ 200,000 | |||
Debt instrument interest rate percentage | 8% | |||
Term (in days) | 360 days | |||
Chairman of the Board, President and Chief Executive Officer | Notes Payable | Mr. Bronson, President and CEO of Qualstar Corporation | ||||
RELATED PARTY TRANSACTIONS | ||||
Debt instrument interest rate percentage | 10% | |||
Term (in days) | 360 days | |||
Chairman of the Board, President and Chief Executive Officer | Notes Payable | Mr. Bronson, President and CEO of Qualstar Corporation | Maximum | ||||
RELATED PARTY TRANSACTIONS | ||||
Principal amount | $ 200,000 |