10-Q

Table of Contents ​

​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

​

(Mark One)

☒     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022

OR

☐     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                 to

Commission file number 000-16335

RIDGEFIELD ACQUISITION CORP .

(Exact Name of Registrant as Specified in Its charter)

​

Nevada	84-0922701
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)

​

**** 3250 Retail Drive, Suite 120 - 518 , Carson City , Nevada **** 89706-0686

(Address of Principal Executive Offices) (Zip Code)

( 805 ) 484-8855

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act: None

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 ⌧  No ☐

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). Yes ⌧  No ☐

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:

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Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ⌧	Smaller reporting company ☒
	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 ☒ No ☐

As of May 10 2022, the registrant had 2,860,773 shares of common stock issued and outstanding.

​

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Table of Contents RIDGEFIELD ACQUISITION CORP.

​

FORM 10-Q

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Table of Contents

		Page
	PART I – FINANCIAL STATEMENTS	​
	​	​
ITEM 1.	Financial Statements (unaudited)
	Consolidated Balance Sheets	1
	Consolidated Statements of Operations	2
	Consolidated Statements of Changes in Stockholders’ Equity (Deficit)	3
	Consolidated Statements of Cash Flows	4
	Notes to Consolidated Financial Statements	5
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results Of Operations	7
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	10
ITEM 4.	Controls and Procedures	11
​	PART II – OTHER INFORMATION	​
ITEM 6.	Exhibits	12
	SIGNATURES	13

​

​

​ i

Table of Contents PART I:      FINANCIAL INFORMATION

Item 1. **** Financial Statements

RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY

Consolidated Balance Sheets

(unaudited)

​

​	​	​	​	​	​	​
​	​	March 31,		​	December 31,
​		2022			2021
ASSETS		​			​
​		​			​
CURRENT ASSETS		​			​
Cash and cash equivalents	​	$	21,888	​	$	5,638
​	​		​	​
TOTAL ASSETS	​	$	21,888		$	5,638
​	​			​
LIABILITIES AND STOCKHOLDERS’ DEFICIT	​			​
​	​			​
CURRENT LIABILITIES	​			​
Accounts payable and accrued expenses	​	$	14,788		$	3,760
Related party note and interest payable	​		20,040	​		—
​	​		​	​		​
TOTAL LIABILITIES	​		34,828	​		3,760
​	​		​	​		​
COMMITMENTS AND CONTINGENCIES	​		—	​		—
​	​		​	​		​
STOCKHOLDERS' EQUITY (DEFICIT)	​		​	​		​
Preferred stock, $.01 par value; authorized - 5,000,000 shares; issued - none	​		—	​		—
Common stock, $.001 par value; authorized - 30,000,000 shares; issued and outstanding - 2,860,773	​		2,861	​		2,861
Additional paid in capital	​		1,914,819	​		1,914,819
Accumulated deficit	​		(1,930,620)	​		(1,915,802)
​	​		​	​		​
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)	​		(12,940)	​		1,878
​	​		​	​		​
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)	​	$	21,888		$	5,638

​

See accompanying notes to these unaudited consolidated financial statements.

​ 1

Table of Contents RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY

Consolidated Statements of Operations

(unaudited)

​

​	​	​	​	​	​	​
​	​	Three Months Ended
​	​	March 31,
​		2022			2021
​		​			​	​
OPERATING EXPENSES		​		​	​
General and administrative expenses	​	$	(13,878)	​	$	(19,622)
​	​		​	​		​
Total Operating Expenses	​	​	(13,878)		​	(19,622)
​	​		​	​		​
OPERATING LOSS	​	​	(13,878)		​	(19,622)
​	​		​	​		​
OTHER EXPENSE	​		​	​		​
Other expense	​	​	(900)		​	(1,625)
Interest expense	​		(40)	​		(5,657)
​	​		​	​		​
Total Other Expense	​		(940)	​		(7,282)
​	​		​	​		​
NET LOSS	​	$	(14,818)		$	(26,904)
​	​		​	​		​
NET LOSS PER COMMON SHARE	​		​	​		​
Basic	​	$	(0.01)		$	(0.02)
​	​		​	​		​
Dilutive	​	$	(0.01)		$	(0.02)
​	​		​	​		​
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING -	​		​	​		​
Basic	​		2,860,773	​		1,438,551
​	​		​	​		​
Dilutive	​		2,860,773	​		1,438,551

​

See accompanying notes to these unaudited consolidated financial statements.

​ 2

Table of Contents RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY

Consolidated Statements of Changes in Stockholders' Equity (Deficit)

For the Three months Ended March 31, 2022 and 2021

(unaudited)

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​			​	​	​	Additional		​	​	​	​		​
​	​	Common Stock				​	Paid in		​	Accumulated		​	​	​
​		Shares		Amount			Capital			Deficit			Totals
​				​	​		​			​	​		​
Balance, December 31, 2020	​	1,260,773	​	$	1,261	​	$	1,516,419	​	$	(1,857,269)	​	$	(339,589)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Issuance of Common Stock	​	1,600,000	​	​	1,600	​	​	398,400	​	​	​	​	​	400,000
​		​	​			​			​		​	​		​
Net loss		​	​		​	​		​	​		(26,904)	​		(26,904)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Balance, March 31, 2021		2,860,773	​	$	2,861		$	1,914,819	​	$	(1,884,173)		$	33,507

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​		​	​	​	​	Additional		​	​	​	​		​
​	​	Common Stock				​	Paid in		​	Accumulated		​	​	​
​		Shares		Amount			Capital			Deficit			Totals
​				​	​		​		​	​	​		​
Balance, December 31, 2021	​	2,860,773	​	$	2,861	​	$	1,914,819	​	$	(1,915,802)	​	$	1,878
​		​	​			​						​		​
Net loss		​	​		​	​		​			(14,818)	​		(14,818)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Balance, March 31, 2022		2,860,773	​	$	2,861		$	1,914,819		$	(1,930,620)		$	(12,940)

​

See accompanying notes to these unaudited consolidated financial statements.

​ 3

Table of Contents RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY

Consolidated Statements of Cash Flows

(unaudited)

​

​	​	​	​	​	​	​
​	​	Three months Ended
​	​	March 31,
​		2022			2021
​		​			​	​
OPERATING ACTIVITIES	​	​		​	​
Net loss	​	$	(14,818)	​	$	(26,904)
Adjustments to reconcile net loss to net cash used in operating activities:	​		​	​		​
Changes in assets and liabilities:	​		​	​		​
Increase in prepaid expenses	​		—	​		(600)
Increase in accounts payable and accrued expenses	​	​	11,028	​	​	3,671
Increase in accrued interest – related party	​	​	40	​	​	5,657
Net cash used in operating activities	​	$	(3,750)		$	(18,176)
​	​		​	​		​
FINANCING ACTIVITIES	​		​	​		​
Proceeds from issuance of common stock	​	​	—	​	​	50,558
Proceeds from related party note payable	​		20,000	​		5,000
​	​	​	​	​	​	​
Net cash provided by financing activities	​	$	20,000		$	55,558
​	​		​	​		​
NET INCREASE IN CASH AND CASH EQUIVALENTS	​		16,250	​		37,382
​	​		​	​		​
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	​		5,638	​		2,816
​	​		​	​		​
CASH AND CASH EQUIVALENTS, END OF PERIOD	​	$	21,888		$	40,198
​	​		​	​		​
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES	​		​	​		​
​	​		​	​		​
Cash paid for interest	​	$	—		$	—
Cash paid for income taxes	​	$	—		$	—
​	​	​	​	​	​	​
NONCASH INVESTING AND FINANCING ACTIVITIES	​	​	​	​	​	​
Conversion of related party note payable and accrued interest to common stock	​	$	—	​	$	349,442

​

See accompanying notes to these unaudited consolidated financial statements.

​

​ 4

Table of Contents

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 June 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 no principal operations or revenue producing activities. The Company is pursuing an acquisition strategy whereby it is seeking to arrange for a merger, acquisition or other business combination with a viable operating entity.

GOING CONCERN AND LIQUIDITY

The Company has continued to sustain losses from operations. In addition, the Company has not generated positive cash flow from operations. Management is aware that its current cash resources may not be adequate to fund its operations for the following year. The Company cannot provide any assurances as to if and when it will be able to attain profitability. These conditions, among others, raise substantial doubt about the Company's ability to continue operations as a going concern. No adjustment has been made in the consolidated financial statements to the amounts and classification of assets and liabilities, which could result, should the Company be unable to continue as a going concern.

The Company will be dependent upon the raising of additional capital through debt or the placement of our common stock in order to implement its business plan or merge with an operating company. The officers and directors have, in the past, committed to advancing certain operating costs of the Company. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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, 2021 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 period ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ended December 31, 2022.

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Table of Contents

RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY

Notes to Consolidated Financial Statements -- continued

(unaudited)

NOTE 2 – RELATED PARTY TRANSACTIONS

The Company previously occupied a portion of the offices leased by BKF Capital Group, Inc. (OTCMKTS: BKFG), on a month to month basis for a rental fee of $50 per month that was intended to cover administrative costs. Steven N. Bronson, the Company's Chairman, CEO, and majority shareholder, is also the Chairman, CEO and majority shareholder of BKF Capital Group, Inc. Effective June 30, 2019, the Company terminated this arrangement with BKF Capital Group, Inc., and leased an administrative office from an unrelated party on a month-to-month basis for a minimum of $10 per month. Additional charges, if any, are based upon services provided by the lessor.

In April 2021, we paid BKF the full amount owed of $2,800 for this previous arrangement. There are no amounts payable to or receivable from BKF at March 31, 2022.

On December 31, 2016, Steven N. Bronson, the Company's Chairman, President, CEO, and majority shareholder entered into a revolving loan agreement (the "2016 Loan") whereby Mr. Bronson would loan the Company money from time-to-time to fund working capital needs to pay operating expenses. The 2016 Loan was unsecured, repayable upon demand and accrued interest at the rate of 10% per annum.

On March 26, 2021, the Company sold 1,600,000 shares of its Common Stock to Mr. Bronson at a price of $0.25 per share, for an aggregate purchase price of $400,000. Mr. Bronson paid the purchase price for the shares by cancelling $349,442 in principal and accrued interest outstanding under the 2016 Loan and paying $50,558 in cash.

On March 23, 2022, Mr. Bronson entered into a new revolving loan agreement (the "2022 Loan") whereby Mr. Bronson would loan the Company money from time-to-time to fund working capital needs to pay operating expenses. The 2022 Loan is unsecured, repayable upon demand and accrues interest at the rate of 8% per annum.

During the three months ended March 31, 2021 and March 31, 2022 the following amounts were payable under all loans:

​

​	​	​	​	​	​	​
​		Principal			Interest
​		​			​	​
Balance January 1, 2021	​	$	251,161	​	$	87,624
​	​		​	​		​
Additions	​		5,000	​		5,657
Cash Payments	​	​	—	​	​	—
Conversion into Common Stock - March 26, 2021	​		(256,161)	​		(93,281)
Balance March 31, 2021	​	$	—		$	—
​	​		​	​		​
Balance January 1, 2022	​	$	—		$	—
​	​		​	​		​
Additions	​		20,000	​		40
Cash Payments	​		—	​		—
Balance March 31, 2022	​	$	20,000		$	40

​

​

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​ 6

Table of Contents 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 June 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 Securities Exchange Act of 1934. The Company is a “shell company” as defined in Rule 12b-2 of the Exchange Act. Accordingly, during the three months ended March 31, 2022 and 2021 we earned no revenues. 7

Table of Contents Our principal executive office is located at 3250 Retail Drive, Suite 120-518, Carson City, NV 89706-0686 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.

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. We have not identified a viable operating entity for a merger, acquisition, business combination or other arrangement, and 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.

We anticipate that the selection of a business opportunity will be a complex process and will involve 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 some cases, management of the Company will have the authority to undertake 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.

In seeking to arrange a merger, acquisition, business combination or other arrangement by and between the Company and a viable operating entity, our objective will be to obtain long-term capital appreciation for the Company’s shareholders. There can be no assurance that we will be able to complete any merger, acquisition, business combination or other arrangement by and between the Company and a viable operating entity.

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.

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, 2021. There have been no material changes in these critical accounting policies since December 31, 2021. 8

Table of Contents Results of Operations

Revenues

During the three months ended March 31, 2022 and the three months ended March 31, 2021, the Company earned no revenues from operations. Overall, the Company incurred a net loss of $14,818 during the three months ended March 31, 2022 as compared to $26,904 during the three months ended March 31, 2021.

Because the Company’s operations are primarily administrative, the reduction in net loss relates to reduced interest expense and a reduction in general and administrative (G&A) expenses during the quarter.

General and Administrative Expenses

G&A expenses consist of professional fees, service charges, office expenses and similar items.

During the three months ended March 31, 2022, the Company incurred G&A expenses of $13,878, a decrease of $5,744 compared to G&A expenses of $19,622 during the three months ended March 31, 2021. The decrease is largely attributable to a reduction in professional fees related to compliance and expenses of maintaining our status as a public company. During 2021 we saw an increase in compliance costs related to filing SEC reports, as well as other related costs such as legal and audit fees. The reduction in 2022 is largely due to timing of services provided and is not a trend that we anticipate will continue. We expect to incur a similar amount of G&A expenses in 2022 as we did in 2021.

Other Expense

Other expense primarily represents state licenses, filing fees, minimum tax expense and net interest expense.

Other expense decreased to $940 during the three months ended March 31, 2022, as compared to $7,282 during the three months ended March 31, 2021. The decrease relates primarily to interest expense. The Company incurred net interest expense of $5,657 during the three months ended March 31, 2021 and only $40 during the three months ended March 31, 2022, primarily as a result of a loan from the President of the Company. The 2016 Loan was cancelled on March 26, 2021 and the 2022 Loan was not initiated until March 23, 2022.

Liquidity and Capital Resources

Cash and cash equivalents consist of cash and money market funds. We did not have any short-term or long-term investments as of March 31, 2022. Cash requirements for working capital and capital expenditures have been funded from cash balances on hand. As of March 31, 2022, we had cash and cash equivalents of $21,888 and working capital of $7,100, excluding the related party debt. With the related party debt, we had a working capital deficit of ($12,940).

Historically, the Company satisfied its working capital needs from related party loans from Steven N. Bronson, the Chairman, President, CEO, and majority shareholder. On December 31, 2016, Mr. Bronson entered into a revolving loan agreement (the “2016 Loan”) whereby Mr. Bronson would loan the Company money from time-to-time to fund working capital needs to pay operating expenses. The 2016 Loan was unsecured, repayable upon demand and accrued interest at the rate of 10% per annum.

On March 26, 2021, the Company sold 1,600,000 shares of its Common Stock to Mr. Bronson at a price of $0.25 per share, for an aggregate purchase price of $400,000. Mr. Bronson paid the purchase price for the shares by cancelling $349,442 in principal and accrued interest outstanding under the 2016 Loan and paying $50,558 in cash.

On March 23, 2022, Mr. Bronson entered into a new revolving loan agreement (the “2022 Loan”) whereby Mr. Bronson would loan the Company money from time-to-time to fund working capital needs to pay operating expenses. The 2022 Loan is unsecured, repayable upon demand and accrues interest at the rate of 8% per annum. 9

Table of Contents During the three months ended March 31, 2021 and March 31, 2022 the following amounts were payable under all loans:

​

​	​	​	​	​	​	​
​	****	Principal		****	Interest
Balance January 1, 2021	​	$	251,161	​	$	87,624
​	​	​	​	​	​	​
Additions	​		5,000	​		5,657
Cash Payments	​	​	—	​	​	—
Conversion into Common Stock - March 26, 2021	​		(256,161)	​		(93,281)
Balance March 31, 2021	​	$	—	​	$	—
​	​	​	​	​	​	​
Balance January 1, 2022	​	$	—	​	$	—
​	​	​	​	​	​	​
Additions	​		20,000	​		40
Cash Payments	​		—	​		—
Balance March 31, 2022	​	$	20,000	​	$	40

​

While the cash received from the 2022 Loan will satisfy the Company's immediate financial needs, it will not by itself have the capacity to 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 in order 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.

Economy and Inflation

We do not believe that inflation has had a material effect on our Company’s results of operations.

In late 2019, there was an outbreak of a new strain of coronavirus (COVID) first identified in Wuhan, Hubei Province, China, which has since spread globally. On March 11, 2020, the World Health Organization declared COVID a pandemic. Further, the COVID outbreak has resulted in government authorities around the world implementing numerous measures to try to reduce the spread of COVID, such as travel bans and restrictions, quarantines, “shelter-in-place,” “stay-at-home,” total lock-down orders, business limitations or shutdowns and similar orders. As a result, the COVID pandemic has negatively impacted the global economy, disrupted global supply chains and workforce participation, and created significant volatility and disruption of financial markets.

More recently, more contagious variants of COVID, such as the Delta and Omicron variants, have emerged and spread globally, which has caused some governments to reimplement various measures, or impose new restrictions, in an effort to lessen the spread of COVID and its variants. While we do not expect COVID to impact our operations, it could impact our acquisition strategy, positively or negatively. The extent to which new opportunities are presented to us will depend on future developments, which remain highly uncertain and cannot be predicted with confidence.

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.

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Table of Contents 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 Securities Exchange Act of 1934, as amended, or the Exchange Act, 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.

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 March 31, 2022, 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 March 31, 2022, 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 March 31, 2022 that materially affected, or is reasonable likely to materially affect, our internal control over financial reporting.

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​ 11

Table of Contents

PART II	OTHER INFORMATION
ITEM 6.	Exhibits
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The following exhibits are filed as part of this Quarterly Report on Form 10-Q.

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Exhibit Number	Exhibit Description
3.1	Articles of Incorporation for Ridgefield Acquisition Corp., a Nevada corporation, incorporated by reference to Appendix C of the Company’s Schedule 14A filed on May 26, 2006.
3.2	Bylaws for Ridgefield Acquisition Corp., a Nevada corporation, incorporated by reference to Appendix D of the Company’s Schedule 14A filed on May 26, 2006.
10.1*	Revolving Promissory Note, dated as of March 23, 2022, between the Company and Steven N. Bronson.
​	​
31*	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32*#	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	Inline XBRL Instance Document.
101.SCH*	Inline XBRL Taxonomy Schema.
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase.
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase.
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase.
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase.
​	​
104*	Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)
*	Filed herewith
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#	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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​ 12

Table of Contents 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: May 10, 2022

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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​ 13

Exhibit 10.1

REVOLVING PROMISSORY NOTE

Carson City, Nevada

$200,000.00

March 23, 2022

This Revolving Promissory Note (this 'NOTE') is made and delivered as of March 23, 2022 between Borrower and Lender (as such terms are defined below)

1. OBLIGATION. The undersigned, Ridgefield Acquisition Corp., a Nevada corporation ('BORROWER') hereby promises to pay to the order of Steven N. Bronson, an individual residing in California, ('LENDER' OR 'HOLDER') on or before March 23, 2027, at such place as Holder may direct, the principal sum of two hundred thousand dollars ($200,000.00) or so much thereof as may be advanced and outstanding, together with all interest accrued on unpaid principal, to be computed on each advance of a Loan from the date of its disbursement to Borrower, at a rate equal to eight percent (8%) per annum (calculated on the basis of a 360-day year), compounded quarterly. As used herein, the term 'HOLDER' shall initially mean Lender, and shall subsequently mean each person or entity to whom this Note is duly assigned.

The outstanding unpaid principal balance of this Note at any time shall be the total principal amounts advanced hereunder by Holder less the amounts of payments of principal made hereon by Borrower, which balance may be endorsed hereon from time to time by Holder in accordance with Section 2. Payments of interest on this Note shall be payable on a quarterly basis, on the last business day of each calendar quarter.

2. RECORDING OF LOANS AND PAYMENTS. Holder is authorized to record on Schedule A hereto, and on any continuation(s) of such Schedule that may be attached to this Note: (a) the date and principal amount of each Loan advanced by Lender; and (b) the date and amount of each payment or prepayment of principal and/or accrued interest of any Loan; which recordation will constitute prima facie evidence of the accuracy of the information so endorsed on Schedule A; provided however, that any failure to record such information on such Schedule or continuation thereof will not in any manner affect the obligations of Borrower to make payments of principal and interest in accordance with the terms of this Note. Holder will promptly provide Borrower with a copy of each recordation made by Holder on Schedule A attached hereto.

3. PREPAYMENT. Prepayment of unpaid principal and/or interest due under this Note may be made at any time without penalty. Unless otherwise agreed in writing by Holder, all payments will be made in lawful tender of the United States and will be applied (a) first, to the payment of accrued interest, and (b) second, (to the extent that the amount of such prepayment exceeds the amount of all such accrued interest), to the payment of principal.

4. DEFAULT; ACCELERATION OF OBLIGATION. Borrower will be deemed to be in default under this Note and the outstanding unpaid principal balance of this Note, together with all interest accrued thereon, will immediately become due and payable in full, without the need for any further action on the part of Holder, upon the occurrence of any Event of Default.

5. REMEDIES ON DEFAULT; ACCELERATION. Upon any Event of Default, Holder will have, in addition to its rights and remedies under this Note, full recourse against any real, personal, tangible or intangible assets of Borrower, and may pursue any legal or equitable remedies that are available to Holder, and may declare the entire unpaid principal amount of this Note and all unpaid accrued interest under this Note to be immediately due and payable in full.

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6. WAIVER AND AMENDMENT. Any provision of this Note may be amended or modified only by a writing signed by both Borrower and Holder. Except as provided below with respect to waivers by Borrower, no waiver or consent with respect to this Note will be binding or effective unless it is set forth in writing and signed by the party against whom such waiver is asserted. No course of dealing between Borrower and Holder will operate as a waiver or modification of any party's rights or obligations under this Note. No delay or failure on the part of either party in exercising any right or remedy under this Note will operate as a waiver of such right or any other right. A waiver given on one occasion will not be construed as a bar to, or as a waiver of, any right or remedy on any future occasion.

7. WAIVERS OF BORROWER. Borrower hereby waives presentment, notice of non-payment, notice of dishonor, protest, demand and diligence. This Note may be amended only by a writing executed by Borrower and Holder.

8. GOVERNING LAW. This Note will be governed by and construed in accordance with the internal laws of the State of California as applied to agreements between residents thereof to be performed entirely within such State, without reference to that body of law relating to conflict of laws or choice of law.

9. SEVERABILITY; HEADINGS. The invalidity or unenforceability of any term or provision of this Note will not affect the validity or enforceability of any other term or provision hereof. The headings in this Note are for convenience of reference only and will not alter or otherwise affect the meaning of this Note.

10. JURISDICTION; VENUE. Borrower, by its execution of this Note, hereby irrevocably submits to the in persona jurisdiction of the state courts of the State of Nevada and of the United States District Court for the District of Nevada, for the purpose of any suit, action or other proceeding arising out of or based upon this Note.

11. ATTORNEYS' FEES. If suit is brought for collection of this Note, Borrower agrees to pay all reasonable expenses, including attorneys' fees, incurred by Holder in connection therewith whether or not such suit is prosecuted to judgment.

12. ASSIGNMENT. This Note is not assignable by Holder without the written consent of Borrower. This Note may not be assigned or delegated by Borrower, whether by voluntary assignment or transfer, operation of law, merger or otherwise.

IN WITNESS WHEREOF, Borrower has executed this Note as of the date and year first above written.

BORROWER

Ridgefield Acquisition Corp.

/s/ Steven N. Bronson

________________________________________

Steven N. Bronson

Chief Executive Officer

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SCHEDULE A

TO REVOLVING PROMISSORY NOTE OF RIDGEFIELD ACQUISITION CORP.

RECORD OF LOANS AND REPAYMENT OF LOANS

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DATE	PRINCIPAL AMOUNT OF LOAN MADE	AMOUNT OF LOAN REPAID	AMOUNT OF INTEREST PAID	UNPAID PRINIPAL BALANCE	NOTATION OF LOAN MADE BY
3/23/2022	$20,000.00	​	​	$20,000.00	David S. Burnett
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Exhibit 31

Certification of Principal Executive Officer and Principal Financial Officer

Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a),

As Adopted Pursuant To

Section 302 of Sarbanes-Oxley Act of 2002

I, Steven N. Bronson, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Ridgefield Acquisition Corp.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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​

Date: May 10, 2022	/s/ Steven N. Bronson
​	Steven N. Bronson, President and Chief Executive Officer
​	(Principal Executive Officer and Principal Financial and
​	Accounting Officer)

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Exhibit 32

Certification of Principal Executive Officer and Principal Financial Officer

Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant To

Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350), Steven N. Bronson, President and Chief Executive Officer (Principal Executive Officer and Principal Financial and Accounting Officer) of Ridgefield Acquisition Corp (the “Company”), hereby certifies that, to the best of his knowledge:

1.	Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, to which this Certification is attached as Exhibit 32 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: May 10, 2022	/s/ Steven N. Bronson
​	Steven N. Bronson, President and Chief Executive Officer
​	(Principal Executive Officer and Principal Financial and
​	Accounting Officer)

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