RDGAD 10-Q
RIDGEFIELD ACQUISITION CORP (RDGAD)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
OR
For the transition period from to
Commission file number
(Exact Name of Registrant as Specified in Its charter)
(State or Other Jurisdiction of | (I.R.S. Employer |
Incorporation or Organization) | Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
(
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer ☐ |
| Accelerated filer ☐ |
| Smaller reporting company | |
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| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
As of November 7, 2025, the registrant had
RIDGEFIELD ACQUISITION CORP.
FORM 10-Q
Table of Contents
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Consolidated Statements of Changes in Stockholders’ Equity (Deficit) | 3 | |
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Management’s Discussion and Analysis of Financial Condition and Results Of Operations | 9 | |
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PART I: FINANCIAL INFORMATION
Item 1. Financial Statements
RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
Consolidated Balance Sheets
(unaudited)
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CURRENT ASSETS |
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Accumulated deficit |
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TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) |
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TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT) | $ | |
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See accompanying notes to these unaudited consolidated financial statements.
1
RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
Consolidated Statements of Operations
(unaudited)
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General and administrative expenses | $ | ( | $ | ( | $ | ( | $ | ( | ||||
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Total Operating Expenses | ( |
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OPERATING LOSS | ( |
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OTHER EXPENSE |
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Other expense | ( |
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Total Other Expense |
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NET LOSS | $ | ( |
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NET LOSS PER COMMON SHARE |
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Basic and Dilutive | $ | — |
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WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - |
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See accompanying notes to these unaudited consolidated financial statements.
2
RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
Consolidated Statements of Changes in Stockholders’ Equity (Deficit)
For the Three and Nine Months Ended September 30, 2025 and 2024
(unaudited)
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Balance, December 31, 2023 | | $ | | $ | | $ | ( | $ | ( | |||||
Net loss |
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Balance, March 31, 2024 | | $ | | $ | | $ | ( | $ | ( | |||||
Issuance of common stock | | | | — | | |||||||||
Net loss | — | — | — | ( | ( | |||||||||
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Balance, June 30, 2024 | | $ | | $ | | $ | ( | $ | ( | |||||
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Balance, September 30, 2024 |
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Balance, December 31, 2024 | | $ | | $ | | $ | ( | $ | ( | |||||
Net loss | — | — | — | ( | ( | |||||||||
Balance, March 31, 2025 | | $ | | $ | | $ | ( | $ | ( | |||||
Net loss | — | — | — | ( | ( | |||||||||
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Balance, June 30, 2025 | | $ | | $ | | $ | ( | $ | ( | |||||
Net loss | ( | ( | ||||||||||||
Balance, September 30, 2025 |
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See accompanying notes to these unaudited consolidated financial statements.
3
RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
Consolidated Statements of Cash Flows
(unaudited)
Nine Months Ended | ||||||
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OPERATING ACTIVITIES |
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Net loss | $ | ( | $ | ( | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
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Changes in assets and liabilities: |
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(Increase) Decrease in prepaid expenses | | ( | ||||
Increase (Decrease) in accounts payable and accrued expenses | | ( | ||||
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Net cash used in operating activities | $ | ( |
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Issuance of common stock | — | | ||||
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NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
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SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES |
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Cash paid for interest | $ | — |
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Cash paid for income taxes | $ | — |
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See accompanying notes to these unaudited consolidated financial statements.
4
RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
Notes to Consolidated Financial Statements
(unaudited)
NOTE 1 – THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION AND NATURE OF OPERATIONS
Ridgefield Acquisition Corp. (“we”, “us”, “our”, “Ridgefield” or the “Company”) was incorporated under the laws of the State of Colorado on October 13, 1983. Effective September 23, 2006, the Company was reincorporated under the laws of the State of Nevada through the merger of the Company with a wholly owned subsidiary of the Company. Since July 2000, the Company has suspended all operations, except for necessary administrative matters.
The Company has
GOING CONCERN AND LIQUIDITY
The Company has an accumulated deficit balance as of September 30, 2025 and net loss during the three and nine months ended September 30, 2025. These conditions, among others, raise substantial doubt about the Company’s ability to continue operations as a going concern. The Company’s financial statements are prepared using U.S. GAAP applicable to a going concern for the next twelve months from the date of this filing, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it establishes a revenue stream and becomes profitable. The Company is continually analyzing its current costs and is attempting to make additional cost reductions where possible. We expect that we will continue to generate losses from operations throughout 2025.
In order to continue as a going concern and to develop a reliable source of revenues and achieve a profitable level of operations the Company will need, among other things, additional capital resources. Management’s plans to continue as a going concern include raising additional capital through borrowing and/or sales of equity and debt securities. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
BASIS OF PRESENTATION
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission for the presentation of interim financial information, but do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. The accompanying financial statements should be read in conjunction with the December 31, 2024 consolidated financial statements that were filed in our annual report on Form 10-K. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month and nine-month periods ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ended December 31, 2025.
RECENT ACCOUNTING PRONOUNCEMENTS
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure. This guidance improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. This guidance was effective for the Company’s annual periods beginning January 1, 2024 and interim periods within fiscal years beginning January 1, 2025. The Company only operates in a single segment, and this guidance had no impact on the Company’s consolidated financial statements or its disclosures.
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In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvement to income tax disclosure. This guidance modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign operations) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign operations). This guidance also requires entities to disclose their income tax payments to international, federal and state and local jurisdictions. This guidance becomes effective for the Company’s annual periods beginning January 1, 2025, with early adoption permitted, and should be applied either prospectively or retrospectively. The Company expects this guidance to only impact its disclosures and have no material impact on the Company’s consolidated financial statements.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40). The amendments provide for more detailed disaggregation of expenses. The standard is effective beginning with the December 2027 annual financial statements and interim periods thereafter, with early adoption permitted. We are currently evaluating the disclosure impact of the adoption of this update. This ASU does not impact our consolidated financial position, results of operations or cash flows.
Other recent ASU’s issued by the FASB and guidance issued by the SEC did not, or are not believed by the management to, have a material effect on the Company’s present or future consolidated financial statements.
NOTE 2 – PENDING CORPORATE TRANSACTIONS
On September 15, 2025, the Company’s Board of Directors, and shareholders holding a majority of the Company’s outstanding voting power, acting by written consent in lieu of a meeting of shareholders, approved the following transactions:
| ● | An amendment of the Company’s Articles of Incorporation pursuant to which the issued and outstanding shares of common stock of the Company will be subject to a 1-for- reverse stock split in which every 10,000 shares will become one share. No fractional shares will be issued in the reverse split to any shareholder holding fewer than |
| ● | A second amendment of the Company’s Articles of Incorporation, to become effective immediately after the filing of the first amendment, pursuant to which the outstanding shares of the Company, after giving effect to the reverse split and payment in lieu of fractional shares, will be subject to a -for-1 forward stock split, pursuant to which each share of common stock outstanding following consummation of the Reverse Split will be converted back into 10,000 shares of common stock, and the authorized capital stock of the Company will be increased to |
The purpose of this transaction is to reduce the number of record holders of the Company’s Common Stock to enable the Company to terminate its registration under Section 12(g) of the Securities Exchange Act of 1934 and suspend its reporting obligations under Section 15(d) of the Exchange Act. The Company intends to deregister to reduce the Company’s administrative and accounting costs associated with being a public reporting company, and to enable holders of less than
NOTE 3 - RELATED PARTY TRANSACTIONS
On March 23, 2022, the Company executed a Revolving Promissory Note (the “Bronson Note”), in the principal amount of up to $
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On September 27, 2022, the Company executed a Revolving Promissory Note (the “Qualstar Note”), payable to Qualstar Corporation (“Qualstar”). Mr. Bronson is the President and CEO of Qualstar Corporation, as well as its largest shareholder. Under the terms of the Qualstar Note, Qualstar may (but is not required to) make loans to the Company from time to time upon request by the Company, up to a maximum principal amount of $
During the three and nine months ended September 30, 2024 and September 30, 2025 the following amounts were payable under all loans:
| Note Payable to | Note Payable to | ||||||||||
Steven N. Bronson | Qualstar Corporation | |||||||||||
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Balance December 31, 2023 | $ | | $ | | $ | | $ | | ||||
Additions | — | | — | | ||||||||
Cash Payments | (—) | (—) | (—) | (—) | ||||||||
Balance March 31, 2024 | $ | | $ | | $ | | $ | | ||||
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Additions | — | | | | ||||||||
Cash Payments | (—) | (—) | (—) | (—) | ||||||||
Balance June 30, 2024 | $ | | $ | | $ | | $ | | ||||
Additions | — | | — | | ||||||||
Cash Payments | (—) | (—) | (—) | (—) | ||||||||
Balance September 30, 2024 | $ | | $ | | $ | | $ | | ||||
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Steven N. Bronson | Qualstar Corporation | |||||||||||
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Balance December 31, 2024 | $ | | $ | | $ | | $ | | ||||
Additions | — | | | | ||||||||
Cash Payments | (—) | (—) | (—) | (—) | ||||||||
Balance March 31, 2025 | $ | | $ | | $ | | $ | | ||||
Additions | — | | — | | ||||||||
Cash Payments | (—) | (—) | (—) | (—) | ||||||||
Balance March 31, 2025 | $ | | $ | | $ | | $ | | ||||
Additions | — | | | | ||||||||
Cash Payments | (—) | (—) | (—) | (—) | ||||||||
Balance September 30, 2025 | $ | |
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On April 23, 2024 the Company sold
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The Unregistered Shares were offered and sold exclusively to Purchaser, an executive officer and director of the Company and an accredited investor, in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), as a transaction not involving a public offering, pursuant to Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. Purchaser represented his intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificate representing the Shares issued in the transaction. The offer and sale of the Shares were made without any general solicitation or advertising.
NOTE 4 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events through the date of issuance of these financial statements and determined that there have been no events that have occurred that would require adjustments to the financial statements or related disclosure.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Special Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The words “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “plan,” “expect” and similar expressions that convey uncertainty of future events or outcomes are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, statements concerning our future financial and operating results; our business strategy of pursuing the acquisition of an operating entity; future financing initiatives; our intentions, expectations and beliefs regarding a merger, acquisition or other business combination with a viable operating entity; and our ability to comply with evolving legal standards and regulations, particularly concerning requirements for being a public company and United States export regulations.
These forward-looking statements speak only as of the date of this Form 10-Q and are subject to uncertainties, assumptions and business and economic risks. As such, our actual results could differ materially from those set forth in the forward-looking statements It is not possible for us to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Form 10-Q may not occur, and actual results could differ materially and adversely from those anticipated or implied in our forward-looking statements.
Forward-looking statements should not be relied upon as predictions of future events. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances described in the forward-looking statements will be achieved or occur. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this Form 10-Q to conform these statements to actual results or to changes in our expectations, except as required by law.
The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect.
Overview
Ridgefield Acquisition Corp. (“we”, “us”, “our”, “Ridgefield” or the “Company”) was originally incorporated as a Colorado corporation on October 13, 1983 under the name Ozo Diversified, Inc. On September 23, 2006, the Company filed Articles of Merger with the Secretary of State of the State of Nevada that effected the merger between the Company and a wholly owned subsidiary formed under the laws of the State of Nevada (“RAC-NV”), pursuant to the Articles of Merger, whereby RAC-NV was the surviving corporation. The merger changed the domicile of the Company from the State of Colorado to the State of Nevada. Furthermore, as a result of the Articles of Merger the Company is authorized to issue 35,000,000 shares of capital stock consisting of 30,000,000 shares of common stock, $.001 par value per share and 5,000,000 shares of preferred stock, $.01 par value per share.
Since July 2000, the Company has suspended all operations, except for necessary administrative matters relating to the timely filing of periodic reports as required by the Exchange Act. The Company is a “shell company” as defined in Rule 12b-2 of the Exchange Act. Accordingly, during the three months and nine months ended September 30, 2025 and 2024 we earned no revenues.
Our principal executive office is located at 3827 S Carson St, Unit 505-25 PMB 1078, Carson City, NV 89701 and the telephone number is (805) 484-8855. Our website address is www.ridgefieldacquisition.com. None of the information on our website is part of this Form 10-Q.
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Pending Corporate Transactions
On September 15, 2025, the Company’s Board of Directors, and shareholders holding a majority of the Company’s outstanding voting power, acting by written consent in lieu of a meeting of shareholders, approved the following transactions:
| ● | An amendment of the Company’s Articles of Incorporation pursuant to which the issued and outstanding shares of common stock of the Company will be subject to a 1-for-10,000 reverse stock split in which every 10,000 shares will become one share. No fractional shares will be issued in the reverse split to any shareholder holding fewer than 10,000 shares of common stock immediately prior to the split; instead, those holders will receive a cash payment of $0.02 for each outstanding share of common stock they hold immediately before the split, representing the fair market value of such shares as determined by the Board of Directors of the Company; and |
| ● | A second amendment of the Company’s Articles of Incorporation, to become effective immediately after the filing of the first amendment, pursuant to which the outstanding shares of the Company, after giving effect to the reverse split and payment in lieu of fractional shares, will be subject to a 10,000-for-1 forward stock split, pursuant to which each share of common stock outstanding following consummation of the Reverse Split will be converted back into 10,000 shares of common stock, and the authorized capital stock of the Company will be increased to 75,000,000 of which 70,000,000 will be common stock and 5,000,000 will be preferred stock. |
The purpose of this transaction is to reduce the number of record holders of the Company’s Common Stock to enable the Company to terminate its registration under Section 12(g) of the Securities Exchange Act of 1934 and suspend its reporting obligations under Section 15(d) of the Exchange Act. The Company intends to deregister to reduce the Company’s administrative and accounting costs associated with being a public reporting company, and to enable holders of less than 10,000 shares of common stock prior to the reverse split to receive the fair market value of their shares in cash when they would otherwise have difficulty selling such shares due to the illiquid market for the Company’s shares. The Company expects to complete the transaction in the fourth quarter of 2025.
Acquisition Strategy
Our plan of operation is to arrange for a merger, acquisition, business combination or other arrangement by and between the Company and a viable operating entity. In seeking to arrange a merger, acquisition, business combination or other arrangement, our objective will be to obtain long-term capital appreciation for the Company’s shareholders. While we have identified various operating entities, none have risen to the level of being a viable entity for a merger, acquisition, business combination or other arrangement. There can be no assurance that the Company will ever successfully arrange for a merger, acquisition, business combination or other arrangement by and between the Company and a viable operating entity.
The selection of a business opportunity is a complex process and involves a number of risks, because potentially available business opportunities may occur in many different industries and may be in various stages of development. Due in part to economic conditions in a number of geographic areas, rapid technological advances being made in some industries and shortages of available capital, we believe that there are numerous firms seeking either the limited additional capital which the Company will have or the benefits of a publicly traded corporation, or both. The perceived benefits of a publicly traded corporation may include facilitating or improving the terms upon which additional equity financing may be sought, providing liquidity for principal shareholders, creating a means for providing incentive stock options or similar benefits to key employees, and other factors.
In many cases, management of the Company will have the authority to complete acquisitions without submitting the proposal to the shareholders for their consideration. In some instances, however, the proposed participation in a business opportunity may be submitted to the shareholders for their consideration, either voluntarily by the Board of Directors to seek the shareholders’ advice and consent, or because of a requirement of state law to do so.
The Company may need additional funds in order to effectuate a merger, acquisition or other arrangement by and between the Company and a viable operating entity, although there is no assurance that we will be able to obtain such additional funds, if needed. Even if we are able to obtain additional funds there is no assurance that the Company will be able to effectuate a merger, acquisition or other arrangement by and between the Company and a viable operating entity.
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Critical Accounting Policies
The preparation of financial statements in conformity with generally accepted accounting principles of the United States (“U.S. GAAP”) requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities in the financial statements and accompanying notes. The SEC has defined a company’s critical accounting policies as the ones that are most important to the portrayal of the company’s financial condition and results of operations, and which require the company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. A description of our critical accounting policies and judgments used in the preparation of our financial statements was provided in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of our Annual Report on Form 10-K for the year ended December 31, 2024. There have been no material changes in these critical accounting policies since December 31, 2024.
Results of Operations
Revenues and Net Loss
For the three and nine months ended September 30, 2025 and 2024, the Company did not generate revenues from operations. As a result, our operating results primarily reflect expenses related to maintaining public company status and pursuing potential business opportunities.
The Company recorded a net loss of $25,616 for the three months ended September 30, 2025, compared with a net loss of $12,902 for the same period in 2024. The increase in net loss primarily reflects higher general and administrative expenses during 2025, driven by legal and professional fees incurred in connection with the Reverse Stock Split.
For the nine months ended September 30, 2025, the Company reported a net loss of $72,083, compared to $59,974 for the corresponding period in 2024. The year-to-date increase was likewise attributable to higher professional service costs and regulatory compliance expenses associated with the Reverse Split and other corporate activities.
General and Administrative Expenses
General and administrative (“G&A”) expenses consist mainly of professional fees, service charges, office expenses, and other administrative costs necessary to support compliance with SEC reporting and other regulatory requirements.
G&A expenses totaled $19,883 for the three months ended September 30, 2025, compared with $7,741 in the same period of 2024. The increase reflects higher legal costs related to the Reverse Split and elevated administrative expenses associated with maintaining public company obligations.
For the nine-month period ended September 30, 2025, G&A expenses were $55,225, compared to $44,513 for the prior-year period. The year-over-year increase was primarily due to legal and professional fees incurred in connection with the Reverse Split. Although the 2024 period also included certain legal costs related to the sale of unregistered shares, the Company continues to experience higher recurring audit, legal, and filing expenses in 2025 due to its ongoing compliance requirements.
Management continues to seek cost efficiencies, but expects these compliance-related costs to remain a significant and recurring component of operating expenses as long as the Company retains its public reporting status. The Reverse Split is anticipated to help reduce future administrative costs and potential liabilities associated with maintaining a large shareholder base.
Other Expense
Other expenses primarily consist of state license and filing fees, minimum franchise and excise taxes, and net interest expense.
For the three months ended September 30, 2025, other expenses totaled $549, compared with $200 in the same period of 2024. The increase was mainly due to filing fees paid to the Financial Industry Regulatory Authority (“FINRA”) in connection with the Reverse Split.
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Net interest expense was $5,184 for the three-month period ended September 30, 2025, slightly higher than $4,961 in the same period of 2024, reflecting modestly higher borrowings used to fund administrative activities.
For the nine months ended September 30, 2025, total other expenses were $16,858, compared with $15,461 for the corresponding 2024 period. The increase was largely attributable to higher interest expense, which rose to $14,509 from $13,384 in the prior year, reflecting greater outstanding debt during the current year and additional FINRA filing fees related to the Reverse Split.
Summary
The Company continues to operate without revenue-generating activities, and its operating results primarily reflect costs associated with maintaining regulatory compliance and exploring strategic alternatives. Management remains focused on cost discipline and prudent use of capital while evaluating potential merger or acquisition opportunities that could enhance long-term shareholder value.
Outlook
As of September 30, 2025, the Company continues to operate without revenue from core business operations. Our near-term focus remains on maintaining full compliance with public company regulatory requirements while actively evaluating strategic opportunities to deploy capital and grow the business.
Operating Expenses
We expect general and administrative expenses to remain elevated throughout the remainder of 2025, driven primarily by recurring professional fees, legal and audit costs, and other regulatory compliance obligations. These costs are expected to persist so long as the Company maintains its public reporting status.
Interest and Financing Outlook
Interest expense may increase modestly over the remainder of 2025 if additional borrowings are required to support operations. Management is currently evaluating various financing options to ensure adequate liquidity and to support near-term obligations.
Strategic Direction
The Company remains in an administrative and planning phase. Management is actively pursuing and assessing a range of strategic alternatives, including potential business combinations, asset acquisitions, or other transactions that may enhance long-term shareholder value. However, there is no assurance that any such opportunities will be identified or successfully completed.
In the interim, we remain focused on prudent cost management, disciplined use of capital, and building a strong administrative foundation. We believe this approach will enable the Company to respond quickly and effectively should a viable strategic opportunity arise.
Liquidity and Capital Resources
Cash requirements for working capital and capital expenditures have been funded from cash balances on hand, loans and the issuance of common stock. As of September 30, 2025, we had cash and cash equivalents of $18,041 and a working capital deficit of $34,638, excluding the related party debt principal. With the related party debt, we had a working capital deficit of $224,638. Cash and cash equivalents consist of cash and money market funds. We did not have any short-term or long-term investments as of September 30, 2025.
Historically, the Company satisfied its working capital needs from related party loans, primarily from Steven N. Bronson, the Chairman, President, CEO, and majority shareholder, as well as entities that he controls.
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On March 23, 2022, the Company executed a Revolving Promissory Note (the “Bronson Note”), in the principal amount of up to $200,000 payable to Steven N. Bronson, the Company’s Chairman of the Board, President and Chief Executive Officer, pursuant to which Mr. Bronson may make loans to the Company from time to time. The Bronson Note has a maturity date of March 23, 2027, and provides for interest to accrue on the unpaid principal at a rate of eight percent (8.0%) per annum (calculated on the basis of a 360-day year), compounded quarterly and payable quarterly on the last business day of the calendar quarter. The Bronson Note may be prepaid by the Company at any time without penalty.
On September 27, 2022, the Company executed a Revolving Promissory Note (the “Qualstar Note”), payable to Qualstar Corporation (“Qualstar”). Mr. Bronson is the President and CEO of Qualstar Corporation, as well as its largest shareholder. Under the terms of the Qualstar Note, Qualstar may (but is not required to) make loans to the Company from time to time upon request by the Company, up to a maximum principal amount of $200,000 outstanding at any time. The Note may be prepaid by the Company at any time without penalty and is repayable on demand by Qualstar on or after December 31, 2024. The Note provides for interest to accrue on the outstanding principal balance at a rate of ten percent (10.0%) per annum (calculated on the basis of a 360-day year), compounded and payable quarterly. As of the date of issuance of these financial statements, Qualstar has not made a demand for payment.
While the cash received from the related party loans will satisfy the Company’s immediate financial needs, it will not by itself provide the Company with sufficient capital to finance a merger, acquisition or business combination between the Company and a viable operating entity. The Company may need additional funds to complete a merger, acquisition or business combination between the Company and a viable operating entity. There can be no assurances that the Company will be able to obtain additional funds if and when needed.
During the three and nine months ended September 30, 2024 and September 30, 2025 the following amounts were payable under all loans:
Note Payable to | Note Payable to | |||||||||||
Steven N. Bronson | Qualstar Corporation | |||||||||||
| Principal |
| Interest |
| Principal |
| Interest | |||||
Balance December 31, 2023 | $ | 30,000 | $ | 4,858 | $ | 100,000 | $ | 8,053 | ||||
Additions | — | 969 | — | 3,037 | ||||||||
Cash Payments | (—) | (—) | (—) | (—) | ||||||||
Balance March 31, 2024 | $ | 30,000 | $ | 5,827 | $ | 100,000 | $ | 11,090 | ||||
Additions | — | 1,087 | 10,000 | 3,317 | ||||||||
Cash Payments | (—) | (—) | (—) | (—) | ||||||||
Balance June 30, 2024 | $ | 30,000 | $ | 6,914 | $ | 110,000 | $ | 14,407 | ||||
Additions | — | 1,240 | — | 3,721 | ||||||||
Cash Payments | (—) | (—) | (—) | (—) | ||||||||
Balance September 30, 2024 | $ | 30,000 | $ | 8,154 | $ | 110,000 | $ | 18,128 | ||||
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Note Payable to | Note Payable to | |||||||||||
Steven N. Bronson | Qualstar Corporation | |||||||||||
| Principal |
| Interest |
| Principal |
| Interest | |||||
Balance December 31, 2024 | $ | 30,000 | $ | 7,313 | $ | 110,000 | $ | 19,176 | ||||
Additions | — | 665 | 25,000 | 3,910 | ||||||||
Cash Payments | (—) | (—) | (—) | (—) | ||||||||
Balance March 31, 2025 | $ | 30,000 | $ | 7,978 | $ | 135,000 | $ | 23,086 | ||||
Additions | — | 765 | — | 3,985 | ||||||||
Cash Payments | (—) | (—) | (—) | (—) | ||||||||
Balance March 31, 2025 | $ | 30,000 | $ | 8,743 | $ | 135,000 | $ | 27,071 | ||||
Additions | — | 780 | 25,000 | 4,404 | ||||||||
Cash Payments | (—) | (—) | (—) | (—) | ||||||||
Balance September 30, 2025 | $ | 30,000 | $ | 9,523 | $ | 160,000 | $ | 31,475 | ||||
The Company’s near-term liquidity needs are expected to consist primarily of legal, accounting, and regulatory compliance expenses required to maintain its status as a public reporting company. Management believes that existing cash resources, together with continued access to related-party financing, will be sufficient to meet operating needs for the foreseeable future. However, these resources are not expected to provide the capital necessary to fund an acquisition or business combination.
The Company’s ability to continue as a going concern depends upon its capacity to obtain additional funding and, ultimately, to complete a successful merger or acquisition transaction. Management is actively evaluating financing alternatives and potential business opportunities that could strengthen the Company’s financial position and enhance shareholder value.
Economy and Inflation
Many leading economists predict high rates of inflation will continue through 2025, particularly with uncertainty surrounding the United States developing policy on trade and tariffs. We do not believe inflation has had a material effect on our Company’s results of operations. This might not be the case if inflation continues to grow. A prolonged period of high inflation may also impact our ability to carry out our acquisition strategy. On the other hand, if business conditions deteriorate, it may be easier for us to identify an acquisition candidate.
Off-Balance Sheet and Contractual Arrangements
Our liquidity is not dependent on the use of off-balance-sheet financing arrangements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The phrase “disclosure controls and procedures” refers to controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act, as amended, such as this Quarterly Report on Form 10-Q, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the U.S. Securities and Exchange Commission, or SEC. Disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to our management, including our President and Chief Executive Officer (who serves as our Principal Executive Officer and Principal Financial Officer), as appropriate, to allow timely decision regarding required disclosure.
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Our management, with the participation of our President and Chief Executive Officer (who serves as our Principal Executive Officer and Principal Financial Officer), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of September 30, 2025, the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our President and Chief Executive Officer has concluded that as of September 30, 2025, our disclosure controls and procedures were not designed to be effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our President and Chief Executive Officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Controls over Financial Reporting
There was no change in our internal control over financial reporting during the three months ended September 30, 2025 that materially affected, or is reasonable likely to materially affect, our internal control over financial reporting.
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PART II | OTHER INFORMATION |
ITEM 6. | Exhibits |
The following exhibits are filed as part of this Quarterly Report on Form 10-Q.
Exhibit |
| Exhibit Description |
| ||
3.1 | ||
3.2 | ||
31* | ||
| ||
32*# | ||
| ||
101.INS* | XBRL Instance Document. | |
| ||
101.SCH* | XBRL Taxonomy Schema. | |
| ||
101.CAL* | XBRL Taxonomy Extension Calculation Linkbase. | |
| ||
101.DEF* | XBRL Taxonomy Extension Definition Linkbase. | |
| ||
101.LAB* | XBRL Taxonomy Extension Label Linkbase. | |
| ||
101.PRE* | XBRL Taxonomy Extension Presentation Linkbase. |
* | Filed herewith |
# | The information in this exhibit is furnished and deemed not filed with the Securities and Exchange Commission for purposes of section 18 of the Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Exchange Act of 1934, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing. |
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: November 7, 2025
RIDGEFIELD ACQUISITION CORP., | ||
a Nevada corporation | ||
| ||
By: | /s/ Steven N. Bronson | |
Steven N. Bronson, President and Chief Executive Officer | ||
Principal Executive Officer, Principal | ||
Financial Officer and as the | ||
Registrant’s duly authorized officer | ||
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