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
March 23, 2004
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Date of Report
(Date of Earliest Event Reported)
RIDGEFIELD INDUSTRIES CORP.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
000-49855 04-3616486
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(Commission File Number) (IRS Employer Identification No.)
80 Wall Street, Suite 818, New York, NY 10005
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(Address of Principal Executive Offices, including ZIP Code)
(212) 809-1200
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Registrant's Telephone Number, including Area Code
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Item 1. CHANGES IN CONTROL OF REGISTRANT
On March 23, 2004, Ridgefield Industries Corp (the "Company") entered into
a Stock Subscription Agreement with Waywood Investment Limited ("Waywood"),
Comp Property International Limited ("Comp Property"), and Mr. Qian Chao.
Pursuant to the Agreement, the Company agreed to issue 80,000,000 shares of
its common stock, constituting 80% of the capital stock of the Company, to
Mr. Qian in exchange for his assignment of the 51% of his rights to and the
interest in the Non-Linear Parallel Computer System (the "NLPCS") he
currently owns or any and all future intellectual property rights derived
therefrom (the "NLPCS Assets").
Under the Agreement, concurrent with the transfer of NLPCS Assets by
Mr. Qian to the Company, Waywood and Comp Property agree to surrender
750,000 and 4,250,000 shares of the Company's common stock for cancellation
in exchange for the Company's issuance of 3,000,000 and 17,000,000 shares
of the Company's preferred stock, respectively.
Immediately prior to the execution of the Agreement, the Company has
5,000,000 shares of common stock issued and outstanding, of which 750,000
shares were owned by Waywood, and 4,250,000 shares were owned by Comp
Property. Upon consummation of the transactions, the Company has 80,000,000
shares of common stock issued and outstanding; and 20,000,000 shares of
preferred stock issued and outstanding.
Upon execution of the Agreement, Mr Qian is elected as Chairman of the
Board of Directors and Chief Executive Officer of the Company.
The Stock Subscription Agreement has been approved by the boards of
directors of Waywood, Comp Property, and the Company, respectively.
The following table sets forth certain information, upon the Closing of the
transaction, as to the Company's capital stock beneficially owned by (i)
each of our executive officer and director, (ii) all our directors and
executive officers as a group, and (iii) any person who is known by us to
be the beneficial owner of more than 5% of the outstanding shares of our
capital stock. Unless otherwise indicated, each of the stockholders has
sole voting and investment power with respect to the shares beneficially
owned.
Title Name and Address Number of Shares Percentage
of Class of Beneficial Owner Beneficially Owned of the Class
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Common Stock Qian Chao 80,000,000 80.0%
Preferred Stock Waywood Investment Ltd. 3,000,000 3.0%
Preferred Stock Comp Property International Ltd. 17,000,000 17.0%
Common Stock All Directors and Executive
Officers as a group (2 persons) 83.0%
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Item 7. EXHIBITS
(1) Financial Statements
N/A
(2) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on
its behalf by the undersigned hereunto duly authorized.
RIDGEFIELD INDUSTRIES CORP.
By: /s/ Qian Chao
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Qian Chao, Chief Executive Officer
Date: March 23, 2004