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 March 31, 2004
( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _____________ to _____________
000-49855
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Commission File Number
RIDGEFIELD INDUSTRIES CORP.
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(Exact Name of Small Business Issuer as specified in its charter)
Delaware 04-3616486
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
80 Wall Street, Suite 818, New York, NY 10005
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(Address of principal executive offices)
(212) 809-1200
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(Issuer's telephone number)
N/A
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(Former name, former address and former fiscal year, if changed
since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 the latest practicable date: 80,000,000 shares of common
stock, $.0001 par value, as of July 26, 2004.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
Item 1. FINANCIAL STATEMENTS
RIDGEFIELD INDUSTRIES CORP.
(A Development Stage Company)
BALANCE SHEETS
(Unaudited)
ASSETS
March 31 Dec. 31
2004 2003
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Current Assets................................ $ 0 $ 0
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Total Current Assets ..................... 0 0
Other Assets
Intangible Assets........................... 10,000 0
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Total Other Assets........................ 10,000 0
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Total Assets.................................. $ 10,000 $ 0
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities........................... $ 0 $ 0
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Total Current Liabilities.................. 0 0
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Stockholders' Equity
Preferred Stock, $.0001 par value, 20,000,000
shares authorized, 200,000,000 share issued
and outstanding............................. 2,000 0
Common Stock, $.0001 par value, 80,000,000
shares authorized, 80,000,000 shares issued
and outstanding............................. 8,000 500
Contributed Capital........................... 8,900 8,150
Deficit Accumulated During Development Stage.. (8,900) (8,650)
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Total Stockholders' Equity................. 10,000 0
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Total Liabilities and Stockholders' Equity.... $ 10,000 $ 0
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The accompanying notes are an integral part of these financial statements.
RIDGEFIELD INDUSTRIES CORP.
(A Development Stage Company)
STATEMENT OF OPERATIONS
For the Three Months Ended March 31, 2004 and 2003
(Unaudited)
2004 2003
----------- -----------
REVENUE...................................... $ 0 $ 0
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EXPENSES
Administrative and general expenses......... 250 800
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TOTAL EXPENSES............................ 250 800
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NET LOSS..................................... $ (250) $ (800)
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Net Loss Per Share, Basic and Diluted........ $ 0.00 $ 0.00
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Weighted Average Number of
Common Shares Outstanding.................. 12,417,581 5,000,000
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The accompanying notes are an integral part of these financial statements
RIDGEFIELD INDUSTRIES CORP.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the Three Months Ended March 31, 2004 and 2003
(Unaudited)
2004 2003
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss..................................... $ (250) $ (800)
Adjustment to reconcile net loss to
net cash provided by operational activities. 0 0
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Net cash used by operating activities......... (250) (800)
CASH FLOWS FROM INVESTING ACTIVITIES.......... 0 0
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CASH FLOWS FROM FINANCING ACTIVITIES:
Contributed capital.......................... 250 800
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Net cash provided by financing activities..... 250 800
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NET INCREASE (DECREASE)....................... $ 0 $ 0
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Cash, Beginning of period..................... $ 0 $ 0
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Cash, End of period........................... $ 0 $ 0
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NON-CASH INVESTING AND FINANCING ACTIVITIES:
Intangible assets acquired through
issuance of capital shares................ $ 10,000
=========
The accompanying notes are an integral part of these financial statements
RIDGEFIELD INDUSTRIES CORP.
(A DEVELOPMENT STAGE CORPORATION)
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
March 31, 2004
1. Basis of Presentation.
The accompanying unaudited financial statements have been prepared in
conformity 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 principals, 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. The results for the quarter ended March 31, 2004 are not
necessarily indicative of the results for any future period.
2. Organization
Ridgefield Industries Corp. (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
March 31, 2004, the Company had no operations.
3. 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
March 31, 2004, there were 20,000,000 shares of the Company's preferred stock
issued and outstanding.
Common Stock and Contributed Capital
The Company is authorized to issue 80,000,000 shares of common stock at $.0001
par value. At March 31, 2004, there were 80,000,000 shares of the Company's
common stock issued and outstanding. As to date all expenses incurred or
paid by the controlling shareholder on behalf of the Company are recorded as
contributed capital.
4. Related Party Transactions
Since inception the Company has not paid any compensation to any officers
or directors of the Company and no significant time and efforts have either
incurred on the part of management.
On March 23, 2004, the Company entered into a stock subscription agreement
with Waywood Investment Ltd., Comp Property International Ltd., and Mr. Qian
Chao, the Company's CEO and director. 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 the rights to and the interest in the Non-Linear Parallel
Computer System (the "NLPCS") he owns or any and all future intellectual
property rights derived therefrom (the "NLPCS Assets").
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.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Plan of Operation
Prior to March 23, 2004, the Company's business plan was to seek, investigate,
and if such investigation warrants, consummate a merger or other business
combination, purchase of assets or other strategic transaction with a business
entity desiring the perceived advantages of becoming a publicly reporting
corporation.
On March 23, 2004, the Company acquired 51% of the rights to and the interest
in the Non-Linear Parallel Computer System (the "NLPCS") and all future
intellectual property rights derived therefrom (the "NLPCS Assets") from
Mr. Qian Chao. The Company intends to use the NLPCS and NLPCS Assets to help
oil companies in Asia to search for potential oil fields for exploitation
and development. At this time, the Company has no entered any agreement with
any oil companies.
Results of Operation
For the three months ended March 31, 2004, the Company had conducted no
business, and had not generated any revenue from operations. The Company
incurred expenses of $250, primarily the expenses relating to the preparation
of the Company's filings with the SEC.
Liquidity and Capital Resources
At March 31, 2004, the Company had no cash and cash equivalents. During the
period covered by this report, all the expenses incurred, approximately $250,
were paid by Comp Property International Ltd., who agreed to pay, on behalf
of the Company, all administrative expenses, including legal and accounting
fees incurred in conjunction with compliance with our on-going reporting
obligations under the Securities Exchange Act of 1934 without repayment until
the Company begins its operation. The Company has no current plans to raise
funds, either debt or equity.
ITEM 3. CONTROLS AND PROCEDURES
Management has evaluated the effectiveness of our disclosure controls and
procedures (as such term is defined in Rules 13a-15 and 15d-15 under the
Securities Exchange Act of 1934, as amended) as of the end of the period
covered by this annual report (the "Evaluation Date"). Based upon such
evaluation, management has concluded that, as of the Evaluation Date, our
disclosure controls and procedures are effective in alerting him on a timely
basis to material information relating to the Company required to be included
in our reports filed or submitted under the Exchange Act.
There have not been any significant changes in our internal controls over
financial reporting or in other factors that could have materially affected,
or are reasonably likely to materially affect, our internal controls over
financial reporting.
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
None
Item 2. CHANGES IN SECURITIES
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
31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K
On March 24, 2004, the Company filed a Current Report on Form 8-K under Item 1
to report that the Company agreed to issue 80% of the Company's capital stock
to Mr. Qian Chao in exchange for his assignment of the 51% of the rights to
and the interest in the Non-Linear Parallel Computer System he owns and all
future intellectual property rights derived therefrom.
SIGNATURE
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
RIDGEFIELD INDUSTRIES CORP.
By: /s/ Qian Chao
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Qian Chao, Chief Executive Officer
Date: July 26, 2004