UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 23, 2008
Ridgefield Acquisition Corp.
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(Exact Name of Registrant as Specified in Charter)
Nevada 0-16335 84-0922701
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(State or other (Commission File No.) (I.R.S. Employer
Jurisdiction of Identification Number)
Incorporation)
100 Mill Plain Road, Danbury, Connecticut 06811
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(Address of Principal Executive Offices)
(203) 791-3871
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(Registrant's Telephone Number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Section 4 Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant's Certifying Accountant.
(a) Previous independent accountants
(i) On September 23, 2008 the registrant dismissed Carlin, Charron &
Rosen, LLP as its independent accountants.
(ii) The reports of Carlin, Charron & Rosen, LLP on the financial
statements for the fiscal years ended December 31, 2007 and December 31, 2006
contained no adverse opinion or disclaimer of opinion and were not modified as
to audit scope or accounting principles. The report of Carlin, Charron & Rosen,
LLP on the financial statements for the fiscal year ended December 31, 2007
contained an explanatory paragraph relating to the uncertainty of the
registrant's ability to continue as a going concern.
(iii) The Board of Directors of the registrant, participated in and
approved the decision to change independent accountants.
(iv) In connection with its audits for the two most recent fiscal years
and through September 23, 2008, there have been no disagreements with Carlin,
Charron & Rosen, LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of Carlin, Charron & Rosen,
LLP would have caused them to make a reference thereto in their report on the
financial statements for such periods.
(v) During the two most recent fiscal years and through September 23,
2008, there have been no reportable events (as defined in Regulation S-K Item
304(a)(1)(v)).
(vi) The registrant has requested that Carlin, Charron & Rosen, LLP
furnish it with a letter addressed to the Securities and Exchange Commission
stating whether or not it agrees with the above statement. A copy of the letter
from Carlin, Charron & Rosen, LLP is attached hereto as Exhibit 16.1 to this
Form 8-K.
(b) New independent accountants.
(i) The registrant engaged Mark Bailey & Company, Ltd. as its new
independent accountants, as of September 23, 2008. During the two most recent
fiscal years and through September 23, 2008 the registrant has not consulted
Mark Bailey & Company, Ltd. regarding the application of accounting principles
to a specified transaction, either completed or proposed; or the type of audit
opinion that might be rendered on the financial statements of the registrant,
and either a written report was provided to the registrant or oral advice was
provided that Mark Bailey & Company, Ltd. concluded was an important factor
considered by the registrant in reaching a decision as to the accounting,
auditing, or financial reporting issue.
(ii) During the two most recent fiscal years and through September 23,
2008 the registrant has not consulted Mark Bailey & Company, Ltd. regarding any
matter that was either the subject of a disagreement, as that term is defined in
Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of
Regulation S-K, or a reportable event, as that term is defined in Item
304(a)(1)(iv) of Regulation S-K.
(iii) the registrant has requested that Mark Bailey & Company, Ltd.
furnish it with a letter addressed to the Securities and Exchange Commission
stating whether or not it agrees with the above statement. A copy of the letter
from Mark Bailey & Company, Ltd. is attached hereto as Exhibit 16.2 to this Form
8-K.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
The following Exhibits are hereby filed as part of this Current
Report on Form 8-K:
Exhibit Description
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16.1 Letter from Carlin, Charron & Rosen, LLP
16.2 Letter from Mark Bailey & Company, Ltd.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Ridgefield Acquisition Corp. has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Dated: September 24, 2008
Ridgefield Acquisition Corp.
(Registrant)
By: /s/ STEVEN N. BRONSON
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Steven N. Bronson, President