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): July 5, 2011
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)
225 N.E. Mizner Boulevard, Suite 400 Boca Raton, Florida 33432
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(Address of Principal Executive Office) (Zip Code)
(561) 362-5385
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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 July 5, 2011, the registrant dismissed Berman & Company, P.A.
as its independent accountants.
(ii) The report of Berman & Company, P.A. on the financial statements
for the fiscal year ended December 31, 2010 contained no adverse opinion or
disclaimer of opinion and was not modified as to audit scope or accounting
principles.
(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 most recent fiscal year and
through July 5, 2011, there have been no disagreements with Berman & Company,
P.A. 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 Berman & Company, P.A. would have caused them to make a
reference thereto in their report on the financial statements for such period.
(v) During the most recent fiscal year and through July 5, 2011, there
have been no reportable events (as defined in Regulation S-K Item 304(a)(1)(v)).
(vi) The registrant has requested that Berman & Company, P.A. furnish
it with a letter addressed to the Securities and Exchange Commission stating
whether or not it agrees with the above statement. Berman & Company, P.A. has
advised the registrant that it will provide the letter referenced in the prior
sentence within the next ten (10) days and upon receipt the registrant shall
file such letter as an amendment to this Form 8-K.
(b) New independent accountants.
(i) The registrant engaged Mark Bailey & Company, Ltd as its new
independent registered public accounting firm, as of July 7, 2011. Mark Bailey &
Company, Ltd. served as the registrants independent registered public accounting
firm prior to January 31, 2011. During the two most recent fiscal years and
through July 7, 2011 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 July 7, 2011
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.
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: July 8, 2011
Ridgefield Acquisition Corp.
(Registrant)
By: /s/ STEVEN N. BRONSON
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Steven N. Bronson, President