UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2002
( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _______ to ________
Commission file number: 000-49855
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RIDGEFIELD INDUSTRIES CORP.
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(Exact Name of Small Business Issuer as specified in its charte
Delaware 04-3616486
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(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization Number)
524 Westgate Drive, Edison, New Jersey 08820
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(Address of principal executive offices)
(908) 412-9273
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(Issuer's telephone number)
None
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(Former name, former address and former fiscal year, if changed
since last report)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES [ X ] NO [ ]
State the number of shares outstanding of each of the issuer's classes of
common equity, as of October 7, 2002: 5,000,000 shares of common stock, $.0001
par value
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
TABLE OF CONTENTS
PAGE
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements ....................................... 3
Item 2. Management's Discussion and Analysis or Plan of
Operation................................................... 8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings .......................................... 9
Item 2. Changes in Securities ...................................... 9
Item 3. Defaults Upon Senior Securities ............................ 9
Item 4. Submission of Matters to a Vote of Security Holders ........ 9
Item 5. Other Information .......................................... 9
Item 6. Exhibits and Reports on Form 8-K ........................... 9
Signature
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
RIDGEFIELD INDUSTRIES CORPORATION
(A Development Stage Company)
BALANCE SHEET
As of September 30, 2002
ASSETS
CURRENT ASSETS ................................................. $ 0
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TOTAL CURRENT ASSETS ......................................... 0
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OTHER ASSETS ................................................... 0
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TOTAL OTHER ASSETS ........................................... 0
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TOTAL ASSETS ................................................... $ 0
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES ............................................ $ 0
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TOTAL CURRENT LIABILITIES .................................... 0
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STOCKHOLDERS' EQUITY
Preferred stock, $.0001 par value, 20,000,000 shares
authorized, none share issued and outstanding ................ 0
Common stock, $.0001 par value, 80,000,000 shares
authorized, 5,000,000 shares issued and outstanding .......... 500
Contributed capital by controlling shareholder.................. 4,300
Deficit accumulated during development stage ................... (4,800)
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TOTAL STOCKHOLDERS' EQUITY .................................. 0
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ..................... $ 0
=========
The accompanying notes are an integral part of these financial statements
RIDGEFIELD INDUSTRIES CORPORATION
(A Development Stage Company)
STATEMENT OF OPERATIONS
For the Three Months Ended September 30, 2002
REVENUE ........................................................ $ 0
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EXPENSES
Administrative and Professional Expenses .................... 1,100
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TOTAL EXPENSES ............................................ 1,100
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NET LOSS ....................................................... $ (1,100)
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Net Loss Per Share
- Basic .................................................... $ (.0002)
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Weighted Average Number of Common Shares Outstanding ........... 5,000,000
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The accompanying notes are an integral part of these financial statements
RIDGEFIELD INDUSTRIES CORPORATION
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the Three Months Ended September 30, 2002
Cash Flows from Operating Activities:
Net Loss ...................................................... $ (1,100)
Adjustment to reconcile net loss to
net cash used in operational activities....................... 0
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Net cash used in operating activities ......................... 0
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Cash Flows from Investing Activities ............................ 0
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Cash Flows from Financing Activities:
Contributed capital by controlling shareholder................. 1,100
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Cash, Beginning of period ....................................... $ 0
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Cash, End of period ............................................. $ 0
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The accompanying notes are an integral part of these financial statements
RIDGEFIELD INDUSTRIES CORP.
(A DEVELOPMENT STAGE CORPORATION)
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 2002
NOTE 1 - BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Organization
Ridgefield Industries Corporation (a development stage company) ("the Company")
was incorporated in the State of Delaware on March 8, 2002 to serve as a vehicle
to effect a merger, exchange of capital stock, asset acquisition or other
business combination with a domestic or foreign private business. As of
September 30, 2002, the Company had not yet commenced any formal business
operations, and all activity to date relates to the Company's formation and
preparation of filing of a registration statement on Form 10-SB with the
Securities and Exchange Commission. The Company's fiscal year end is
December 31.
B. Basis of Presentation
The accompanying unaudited financial statements have been prepared by the
Company in accordance with generally accepted accounting principles in the
United States and pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements, prepared in accordance with generally
accepted accounting principles, have been condensed or omitted pursuant to
such rules and regulations. The Company believes that the disclosures in these
financial statements are adequate and not misleading.
In the opinion of management, the unaudited financial statements contain all
adjustments (consisting only of normal recurring adjustments) necessary for a
fair presentation of the Company's financial position, results of operations
and cash flows. Operating results for the quarter ended September 30, 2002 are
not necessarily indicative of the results for any future period.
C. Going Concern
The accompanying financial statements have been prepared in conformity with the
U.S. generally accepted accounting principles, which contemplate continuation of
the Company as a going concern. However, the Company was only recently formed,
has incurred losses since its inception and has not yet been successful in
establishing profitable operations. These factors raise substantial doubt about
the ability of the Company to continue as a going concern. The financial
statements do not include any adjustments that might result from the outcome of
these uncertainties.
The sole shareholder of the Company, Waywood Investment Limited, agreed to
provide services without reimbursements from the Company and pay for all
corporate, organizational, and other costs incurred by the Company without
repayment until such time as a business combination is effected (see Note 3 -
"Related Party Transactions - Agreement") and has successfully met such
financial obligations under the agreement to this date.
2. SHAREHOLDERS' EQUITY
Preferred Stock
The Company is authorized to issue 20,000,000 shares of preferred stock at
$.0001 par value, with such designation voting and other rights and
preferences as may be determined from time to time by the Board of Directors.
As of September 30, 2002, no preferred stock has been issued.
Common Stock and Contributed Capital
The Company is authorized to issue 80,000,000 shares of common stock at $.0001
par value. On March 8, 2002, the Company issued 5,000,000 shares of its common
stock to Waywood Investment Limited, the sole shareholder of the Company,
pursuant to Section 4(2) of the Securities Act of 1933 for services valued at
$500. As to date all expenses incurred or paid by the controlling shareholder
on behalf of the Company are recorded as contributed capital by the Company's
controlling shareholder.
3. RELATED PARTY TRANSACTIONS
Management Compensation - Since its inception, the Company has not paid any
compensation to any officer or director of the Company, and no significant
time and efforts have been incurred on the part of management.
Office Space - The Company neither owns nor leases any real property. Office
spaces are provided at nominal charge by Waywood Investment Ltd., the sole
shareholder of the Company at $100 per month.
Agreement - On March 12, 2002, the Company signed an agreement with Waywood
Investment Limited. ("Waywood"), the sole shareholder of the Company. The
Agreement calls for Waywood to provide the following services, without
reimbursement from the Company, until the Company enters into a business
combination as described in Note 1: (1) Preparation and filing of all required
documents with the Securities and Exchange Commission; (2) Location and review
of potential target companies, and (3) Payment of all corporate, organizational,
and other costs incurred by the Company.
All expenses incurred or paid by the controlling shareholder on behalf of the
Company to date have been recorded in the Company's statement of operations
with a related credit to contributed capital and this includes the costs of
consulting agreements and finders' fee by the controlling shareholder for
locating a target company.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Results of Operations
Since its inception the Company has not engaged in any operations other than
filing a registration statement on Form 10-SB with the Securities and Exchange
Commission (the "Commission") under the Securities Exchange Act of 1934, as
amended. No revenues were received for the three months ended September 30,
2002, and the Company has experienced cumulative net losses of $4,800.
The Company is a "blank check" company. The purpose of the Company is to seek,
investigate, and if such investigation warrants, acquire a favorable business
opportunity. Such an acquisition may be made by purchase, merger, and/or
exchange of stock, or otherwise. The Commission is currently reviewing the
Company's registration statement on Form 10-SB. After the Form 10-SB is cleared
by the Commission, the Company will investigate, review and evaluate business
opportunities as they become available and will seek to acquire or become
engaged in business opportunities at such time as specific opportunities
warrant. The Company has no capital, and it is unlikely that the Company will
be able to take advantage of more than one such business opportunity. The
Company intends to seek opportunities demonstrating the potential of long-term
growth as opposed to short-term earnings.
As to date the Company has not had any preliminarily contact, agreements or
understandings with any consultants or securities broker-dealers to provide
services or with companies that are searching for blank check companies with
which to merge. The Company does not intend to have any such contact or
relationship until the registration statement of the Company on Form 10-SB
completes the comment period with the Commission.
To date Mr. Zhang, the sole officer and director of the Company, in any
capacity, including as the principal of Waywood Investment Ltd. ("Waywood"),
has not had any preliminary contact or discussions with, and there are no
present plans, proposals, arrangements or understandings with, any
representatives of the owners of any business or company regarding the
possibility of a acquisition or merger transaction. The Company does not
intend to have any such contact or relationship until the registration
statement of the Company on Form 10-SB completes the comment period with the
Commission.
Liquidity and Capital Resources
The Company is a development stage company with no assets, and since its
inception (March 8, 2002), has experienced operating losses of $4,800.
The Company will incur expenses due to the legal and accounting services
required to prepare and file reports with the Securities and Exchange
Commission. Such expenses will be paid by Waywood, the sole shareholder of the
Company. As described in Note 3 to the financial statements, pursuant to the
agreement the Company entered into with Waywood on March 12, 2002, Waywood
agreed to provide the following services to the Company without repayment and
until such time as a business combination is effected: (i) Preparation and
filing of required reports with the Securities and Exchange Commission, (ii)
Location and review of potential target companies, and (iii) Payment of all
corporate, organizational, and other costs incurred by the Company.
The Company has no current plans to raise additional capital through sale of
securities, or otherwise.
STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This report contains various forward-looking statements that are based on the
Company's beliefs as well as assumptions made by and information currently
available to the Company. When used in this report, the words "believe,"
"expect," "anticipate," "estimate" and similar expressions are intended to
identify forward-looking statements. Such statements may include statements
regarding seeking business opportunities, payment of operating expenses, and
the like, and are subject to certain risks, uncertainties and assumptions
which could cause actual results to differ materially from projections or
estimates contained herein. Factors which could cause actual results to
differ materially include, among others, unanticipated delays or difficulties
in location of a suitable business acquisition candidate, unanticipated or
unexpected costs and expenses, competition and changes in market conditions,
lack of adequate management personnel and the like. Should one or more of
these risks or uncertainties materialize, or should underlying assumptions
prove incorrect, actual results may vary materially form those anticipated,
estimated or projected. The Company cautions again placing undue reliance on
forward-looking statements all of that speak only as of the date made.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit No. Description
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3.1 Certificate of Incorporation*
3.2 Bylaws*
4.1 Specimen Stock Certificate**
10.1 Agreement with Waywood Investment Ltd.*
10.2 Shareholder Agreement*
23.1 Consent of Independent Certified Public Accountants**
* Previously filed on Form 10SB dated June 10, 2002.
** Previously filed on Form 10SB/A dated July 29, 2002.
(b) Reports on Form 8-K
No reports on Form 8-K were required to be filed for the period
covered by this Form 10-QSB.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Ridgefield Industries Corp.
By: /s/ Jianjun Zhang
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Jianjun Zhang, President and Director
Date: October 7, 2002