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
February 27, 2003
Date of Report
(Date of Earliest Event Reported)
RIDGEFIELD INDUSTRIES CORP.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
000-49855 04-3616486
(Commission File Number) (IRS Employer Identification No.)
524 Westgate Drive, Edison, NJ 08820
(Address of Principal Executive Offices, including ZIP Code)
(908) 412-9273
Registrant's Telephone Number, including Area Code
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Item 1. Changes in Control of Registrant
On February 26, 2003, Waywood Investment Limited ("Waywood"), the sole
shareholder of Ridgefield Industries Corp. ("Ridgefield"), entered into a
Stock Purchase Agreement with Comp Property International Limited, a British
Virgin Islands corporation ("Comp Property International"), pursuant to which
Comp Property International acquired four million two hundred fifty thousand
(4,250,000) shares of Ridgefield's common stock owned by Waywood. As a result,
Comp Property International now owns 85% of the Ridgefield's issued and
outstanding shares. Prior to the sale, Ridgefield had 5,000,000 shares of
common stock outstanding, and no preferred shares have been issued and
outstanding.
The sale and acquisition was approved by unanimous consent of the respective
Board of Directors of Waywood and Comp Property International on February 26,
2003.
The following table sets forth, as of February 27, 2003, certain information
with respect to Ridgefield's equity securities owned of record or beneficially
by (i) each officer and director of Ridgefield; (ii) each person who owns
beneficially more than 5% of each class of Ridgefield's outstanding equity
securities; and (iii) all directors and executive officers as a group.
Name and Address Amount and Nature of Percent of
Title of Class of Beneficial Owner Beneficial Ownership Class (1)
- -------------- ------------------------ -------------------- ----------
<s> <c> <c> <c>
Common Stock Comp Property International 4,250,000 85%
Limited
49-51 Jervois Street
7th Floor
Sheung Wan, Hong Kong
Common Stock Waywood Investment 750,000 15%
Limited
182 Queen's Road East
Hong Kong
Common Stock All Officers and 750,000 15%
Directors as a Group
(1) Based upon 5,000,000 shares issued and outstanding. There are no
outstanding options or warrants to purchase, nor any securities convertible
into, Ridgefield's common shares.
Item 7. Financial Statements and Exhibits
No financial statements are filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report on Form 8-K to be signed on its behalf
by the undersigned hereunto duly authorized.
RIDGEFIELD INDUSTRIES CORP.
By: /s/Jianjun Zhang
------------------------
Jianjun Zhang, President
Date: February 27, 2003