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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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(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, 2025

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)

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3827 S Carson St, Unit 505-25 PMB 1078, Carson City, NV 89701

(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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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 9, 2025, the registrant had 27,860,773 shares of common stock issued and outstanding.

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RIDGEFIELD ACQUISITION CORP.

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FORM 10-Q

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Table of Contents

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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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See accompanying notes to these unaudited consolidated financial statements.

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RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY

Consolidated Statements of Operations

(unaudited)

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See accompanying notes to these unaudited consolidated financial statements.

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RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY

Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

For the Three months Ended March 31, 2025 and 2024

(unaudited)

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See accompanying notes to these unaudited consolidated financial statements.

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RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY

Consolidated Statements of Cash Flows

(unaudited)

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See accompanying notes to these unaudited consolidated financial statements.

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RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY

Notes to Consolidated Financial Statements

(unaudited)

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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 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 Exchange Act. The Company is a “shell company” as defined in Rule 12b-2 of the Exchange Act. Accordingly, during the three months ended March 31, 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.

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 effect 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.

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

For the three months ended March 31, 2025, and March 31, 2024, the Company did not generate any revenues from operations.

The Company reported a net loss of $33,555 for the three months ended March 31, 2025, compared to a net loss of $28,299 for the same period in 2024. This increase in net loss is primarily due to higher general and administrative (G&A) expenses and increased interest expense, both related to the continued funding of our operations.

General and Administrative Expenses

G&A expenses include professional fees, service charges, office expenses, and other administrative costs.

G&A expenses for the three months ended March 31, 2025 totaled $28,080, an increase of $5,387 compared to $22,693 for the same period in 2024. The increase is primarily attributable to higher professional fees associated with maintaining our status as a public company. These include increased compliance costs for preparing and filing SEC reports, as well as related legal and audit expenses.

We anticipate these compliance-related expenses to remain a recurring component of our operating costs as long as we are a public reporting company.

Other Expense

Other expenses primarily consist of state license and filing fees, minimum franchise or excise taxes, and net interest expense.

Total other expense for the three months ended March 31, 2025 was $5,475, slightly lower than $5,606 in the same period of 2024. The modest decrease is due to a $700 reduction in state filing fees, which reflects the timing of fee assessments. These deferred fees are expected to be incurred in the second quarter of 2025.

Net interest expense increased by $569, from $4,006 inthe three-month period ended March 31, 2024 to $4,575 in the same period ended March 31, 2025. This increase reflects higher borrowings late in the quarter to support ongoing administrative operations.

Outlook

As of March 31, 2025, the Company continues to operate without generating revenue from core business operations. Our primary focus remains on maintaining compliance with public company requirements while evaluating potential opportunities to deploy capital and grow the business.

We anticipate that G&A expenses will remain elevated in future periods, driven primarily by recurring professional fees, legal and audit costs, and regulatory compliance requirements. These costs are expected to continue as long as we maintain our public company status.

We also expect interest expense to increase modestly over the remainder of 2025 if additional borrowings are required to support operations. Management is evaluating various financing options to ensure continued liquidity and the ability to meet near-term obligations.

Looking ahead, the Company remains in an administrative and planning phase. We are actively exploring strategic alternatives, including potential business combinations, asset acquisitions, or other transactions that may create long-term value for shareholders. However, there can be no assurance that any such opportunities will be identified or consummated.

In the interim, management is committed to prudent cost management and disciplined financial stewardship. We believe that maintaining a strong administrative foundation will position the Company to respond quickly and effectively should a viable 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 March 31, 2025, we had cash and cash equivalents of $12,319 and a working capital deficit of $21,110, excluding the related party debt principal. With the related party debt, we had a working capital deficit of $186,110.

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, 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, and entities that he controls.

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 months ended March 31, 2024 and March 31, 2025 the following amounts were payable under all loans:

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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.

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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.

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, 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 March 31, 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 March 31, 2025 that materially affected, or is reasonable likely to materially affect, our internal control over financial reporting.

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The following exhibits are filed as part of this Quarterly Report on Form 10-Q.

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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: May 9, 2025

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