Edgar Filing: RIDGEFIELD ACQUISITION CORP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-K

(Mark One)

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the fiscal year ended December 31, 2010

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from ______ to _______

Commission File Number 0-16335

RIDGEFIELD ACQUISITION CORP.
---------------------------------------------------------
(Name of Small Business Issuer in its Charter)

Nevada 84-0922701
------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

225 N.E. Mizner Boulevard, Suite 400 Boca Raton, Florida 33432
--------------------------------------------------------------
(Address of principal executive offices)

(561) 362-5385
----------------------------------------------------
(Registrant's telephone number, including area code)

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

Securities registered under Section 12(g) of the Act: None

Indicate by check mark whether the registrant is a well known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark whether the registrant is not required to file reports
Pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

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 [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of the registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K. Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of "large accelerated filer," "accelerated filer" and
"smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ] Accelerated filer [ ]

Non-accelerated filer [ ] Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

Yes [X] No [ ]

The aggregate market value of the voting stock held by non-affiliates of
the registrant as of June 30, 2010 was $220,705. For this computation, the
registrant has excluded the market value of all shares of its Common Stock
reported as beneficially owned by executive officers and directors of the
registrant; such exclusion shall not be deemed to constitute an admission that
any such person is an "affiliate" of the registrant.

As of March 28, 2011, there were issued and outstanding 1,260,773 shares of the
registrant's common stock, par value $.001 per share.

RIDGEFIELD ACQUISITION CORP.
FORM 10-K

Table of Contents
Page

PART I 4

ITEM 1. BUSINESS. 4

ITEM 1A. RISK FACTORS. 6

ITEM 2. PROPERTIES. 12

ITEM 3. LEGAL PROCEEDINGS. 13

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. 13

PART II 13

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES. 13

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS. 14

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA. 17

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE. 18

ITEM 9A. CONTROLS AND PROCEDURES. 18

ITEM 9B. OTHER INFORMATION. 20

PART III 20

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. 20

ITEM 11. EXECUTIVE COMPENSATION. 22

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS. 24

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
AND DIRECTOR INDEPENDENCE. 25

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES. 26

ITEM 15. EXHIBITS. 27

SIGNATURES. 29

PART I

ITEM 1. BUSINESS.

Ridgefield Acquisition Corp. (the "Company") was 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.

On March 9, 1999, the Company completed the sale of substantially all of
its assets to JOT Automation, Inc. (the "JOT Transaction"). As a result of the
JOT Transaction, the Company's historical business, the depaneling and routing
business, was considered to be a "discontinued operation" and, consequently,
provides no benefit to persons seeking to understand the Company's financial
condition or results of operations. Following the JOT Transaction the Company
devoted its efforts to the development of a prototype micro-robotic device (the
"micro-robotic device") to manipulate organic tissues on an extremely small
scale. Due to the inability to complete the micro-robotic device, the Company
determined that it would cease the development of the micro-robotic device and,
as of June 30, 2000, the capitalized costs related to the patent underlying the
micro-robotic device were written off by the Company.

On March 19, 2002, the Company was awarded United States Patent No. US
6,358,749 B1 for the "Automated System for Chromosome Microdissection and Method
of Using Same" (the "Patent"). During the first quarter of 2003, the Board of
Directors of the Company authorized the formation of a wholly-owned subsidiary
of the Company for the purposes of owning, developing and exploiting the Patent.
On March 3, 2003, the Company filed Articles of Incorporation with the Secretary
of State of the State of Nevada to form Bio-Medical Automation, Inc., a Nevada
corporation wholly-owned by the Company ("Bio-Medical" or the "Subsidiary"). In
May 2003, the Company transferred the Patent to the Subsidiary in exchange for
100% of the outstanding shares of the common stock of the Subsidiary. The
Company never derived any revenues from the Patent.

As of December 31, 2010, Bio-Medical had 35,000,000 shares of capital
stock authorized for issuance consisting of (1) 30,000,000 share of common stock
par value $.001 per share; and (2) 5,000,000 shares of preferred stock par value
$.01 per share. Bio-Medical has 1,140,773 shares of its common stock issued and
outstanding, all of which are owned by the Company. Bio-Medical has no shares of
preferred stock issued or outstanding. A copy of the Articles of Incorporation
and bylaws of Bio-Medical are attached to the Company's Annual Report on Form
10-KSB for the year ended December 31, 2005 as Exhibit 3.6 and Exhibit 3.7,
respectively, and such documents are incorporated herein by reference.

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. Accordingly, during
the year ended December 31, 2010 the Company has earned no revenues other than
interest income and income from investments.

Acquisition Strategy
--------------------

The Company's 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. The Company has 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.

The Company anticipates 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 depressed economic
conditions in a number of geographic areas, rapid technological advances being
made in some industries and shortages of available capital, management believes
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,
providing liquidity for all shareholders and other factors.

In some 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.

In seeking to arrange a merger, acquisition, business combination or other
arrangement by and between the Company and a viable operating entity,
management's objective will be to obtain long-term capital appreciation for the
Company's shareholders. There can be no assurance that the Company 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 the Company will be able
to obtain such additional funds, if needed. Even if the Company is 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.

Investment Strategy
-------------------

On August 25, 2003, the Board of Directors of the Company authorized the
Company to invest a portion of the Company's cash in marketable securities in an
effort to realize a greater rate of return than the Company had been earning in
light of historically low interest rates. The Board directed that management
maintain at least $40,000 of the Company's cash in a federally insured bank or
money market account.

On June 1, 2007, the Company purchased 57,500 shares of Argan, Inc.
("Argan") common stock at an average price of $5.40 per share or $311,082.
Between April 9, 2009 and April 15, 2009, the Company sold an aggregate amount
of 17,500 shares of Argan for gross proceeds of $267,116. On July 24, 2009 the
Company sold 2,354 of Argan shares for gross proceeds of $37,613. On December
30, 2009 the Company sold 10,000 shares of Argon for gross proceeds of
approximately $139,871 and on December 31, 2009, the Company sold 2,500 shares
of Argon for gross proceeds of approximately $35,449.During January 2010, the
Company sold its remaining shares of Argan, Inc. for gross proceeds of $365,845.

On July 2, 2009 the Company purchased 50,000 shares of FCStone Group, Inc.
("FCStone") common stock at an average price of $4.0015 per share or $200,575.
On October 1, 2009, the previously announced merger between International Assets
Holding Corporation ("IAAC") and FCStone was completed and each outstanding
share of FCStone was exchanged for .2950 shares of IAAC. Accordingly, on October
1, 2009 the Company received 14,750 shares of IAAC in exchange for its 50,000
shares of FCStone. On March 10, 2010, the Company sold 4,750 shares of IAAC for
gross proceeds of approximately $80,936. On April 21,2010, the Company sold the
remaining 10,000 shares of IAAC for gross proceeds of approximately $162,121.

As of December 31, 2010, the Company held no investments in marketable
securities. While the Company will endeavor to invest in securities that have a
potential for gain, there can be no assurances that the Company will not suffer
losses based on its Investment Strategy.

Employees
---------

As of March 23, 2011, the Company had 1 employee, Steven N. Bronson, who
serves as the Company's President. The Company does not have any employees that
are represented by a union or other collective bargaining group.

ITEM 1A. RISK FACTORS.

Potential investors should carefully consider the risks described below
before making an investment decision concerning the common stock of the Company.
The risks and uncertainties described below are not the only ones we face. If
any of the following risks actually occur, our business, financial condition or
results of operations could be materially and adversely affected. In that case,
the trading price of our common stock could decline, and investors may lose all
or part of their investment.

The Company Has Limited Resources
---------------------------------

The Company has limited resources and has had no revenues from operations
for the fiscal years ended December 31, 2010 and December 31, 2009. On March 9,
1999, the Company sold substantially all of its assets and essentially ceased
all operations. Currently, the primary source of revenue for the Company is
investment income and interest income. The Company will only earn revenues
through the acquisition of or merger(an "Acquisition") with a target company (a
"Target"). There can be no assurance that any Target, at the time of the
Company's consummation of an Acquisition of the Target, or at any time
thereafter, will derive any material revenues from its operations or operate on
a profitable basis. The current revenues of the Company may not be sufficient to
fund further Acquisitions. Based on the Company's limited resources, the Company
may not be able to effectuate its business plan and consummate an Acquisition.
There can be no assurance that determinations ultimately made by the Company
will permit the Company to achieve its business objectives.

The Company Will Need Additional Financing in Order to Execute Its Business Plan
--------------------------------------------------------------------------------

The Company has had only nominal revenues to date and will be entirely
dependent upon its limited available financial resources to implement its
business plan to complete an Acquisition. The Company cannot ascertain with any
degree of certainty the capital requirements for the execution of its business
plan. In the event that the Company's limited financial resources prove to be
insufficient to implement its business plan, the Company will be required to
seek additional financing. In addition, in the event of the consummation of an
Acquisition, the Company may require additional financing to fund the operations
or growth of the Target.

Additional Financing May Not Be Available to the Company
--------------------------------------------------------

There can be no assurance that additional financing will be available to
the Company on acceptable terms, or at all. To the extent that additional
financing proves to be unavailable when needed, the Company would be limited in
its attempts to complete Acquisitions. The inability of the Company to secure
additional financing, if needed, could also have a material adverse effect on
the continued existence of RAC. The Company has no arrangements with any bank or
financial institution to secure financing and there can be no assurance that any
such arrangement, if required or otherwise sought, would be available on terms
deemed to be commercially acceptable and in the best interests of the Company.

The Company May Not Be Able to Borrow Funds
-------------------------------------------

While there currently are no limitations on the Company's ability to
borrow funds, the limited resources of the Company and limited operating history
will make it difficult to borrow funds. The amount and nature of any borrowings
by the Company will depend on numerous considerations, including the Company's
capital requirements, the Company's perceived ability to meet debt service on
any such borrowings and the then prevailing conditions in the financial markets,
as well as general economic conditions. There can be no assurance that debt
financing, if required or sought, would be available on terms deemed to be
commercially acceptable by and in the best interests of the Company. The
inability of the Company to borrow funds required to effect or facilitate an
Acquisition may have a material adverse effect on the Company's financial
condition and future prospects. Additionally, to the extent that debt financing
ultimately proves to be available, any borrowings may subject the Company to
various risks traditionally associated with indebtedness, including the risks of
interest rate fluctuations and insufficiency of cash flow to pay principal and
interest. Furthermore, a Target may have already incurred borrowings and,
therefore, the Company will be subjected to all the risks inherent thereto.

Competition for Acquisitions
----------------------------

The Company expects to encounter intense competition from other entities
having business objectives similar to those of the Company. Many of these
entities, including venture capital partnerships and corporations, blind pool
companies, large industrial and financial institutions, small business
investment companies and wealthy individuals, are well-established and have
extensive experience in connection with identifying and effecting Acquisitions
directly or through affiliates. Many of these competitors possess greater
financial, technical, human and other resources than the Company and there can
be no assurance that the Company will have the ability to compete successfully.
The Company's financial resources will be limited in comparison to those of many
of its competitors. This inherent competitive limitation may compel the Company
to select certain less attractive acquisition prospects. There can be no
assurance that such prospects will permit the Company to achieve its stated
business objectives.

The Company May Be Subject to
Uncertainty in the Competitive Environment of a Target
------------------------------------------------------

In the event that the Company succeeds in effecting an Acquisition, the
Company will, in all likelihood, become subject to intense competition from
competitors of the Target. In particular, certain industries which experience
rapid growth frequently attract an increasingly large number of competitors,
including competitors with greater financial, marketing, technical, human and
other resources than the initial competitors in the industry. The degree of
competition characterizing the industry of any prospective Target cannot
presently be ascertained. There can be no assurance that, subsequent to a
consummation of an Acquisition, the Company will have the resources to compete
effectively in the industry of the Target, especially to the extent that the
Target is in a high growth industry.

The Company May Pursue an Acquisition with a Target Operating Outside the United
States: Special Additional Risks Relating to Doing Business in a Foreign Country
--------------------------------------------------------------------------------

The Company may effectuate an Acquisition with a Target whose business
operations or even headquarters, place of formation or primary place of business
are located outside the United States. In such event, the Company may face the
significant additional risks associated with doing business in that country. In
addition to the language barriers, different presentations of financial
information, different business practices, and other cultural differences and
barriers that may make it difficult to evaluate such a Target, ongoing business
risks may result from the internal political situation, uncertain legal systems
and applications of law, prejudice against foreigners, corrupt practices,
uncertain economic policies and potential political and economic instability
that may be exacerbated in various foreign countries.

Bank Account Balances in Excess of FDIC Insurance
--------------------------------------------------------------------------------

On October 3, 2008, the Emergency Economic Stabilization Act of 2008
increased the insurance coverage offered by the Federal Deposit Insurance
Corporation (FDIC) from $100,000 to $250,000 per depositor. This limit is
anticipated to return to $100,000 after December 31, 2013. Additionally, under
the FDIC's Temporary Liquidity Guarantee Program, amounts held in non-interest
bearing transaction accounts at participating institutions are fully guaranteed
by the FDIC through December 31, 2013. The Company had amounts in excess of
$250,000 in a single bank during the year. Amounts over $250,000 are not insured
by the Federal Deposit Insurance Corporation. These balances fluctuate during
the year and can exceed this $250,000 limit. Management regularly monitors the
financial institution, together with its cash balances, and tries to keep this
potential risk to a minimum. As of December 31, 2010 and 2009, the Company had
amounts in its Bank of America account in excess of FDIC insured limits totaling
$595,195 and $0, respectively. Accordingly, if Bank of America failed the
Company would not have FDIC insurance for balances in excess of $250,000.

The Uncertain Structure of an Acquisition May
Result in Risks Relating to the Market for the Company's Common Stock
---------------------------------------------------------------------

The Company may form one or more subsidiary entities to effect an
Acquisition and may under certain circumstances, distribute the securities of
subsidiaries to the stockholders of the Company. There cannot be any assurance
that a market would develop for the securities of any subsidiary distributed to
stockholders or, if it did, any assurance as to the prices at which such
securities might trade.

Taxation Considerations May Impact the
Structure of an Acquisition and Post-merger Liabilities
-------------------------------------------------------

Federal and state tax consequences will, in all likelihood, be major
considerations for the Company in consummating an Acquisition. The structure of
an Acquisition or the distribution of securities to stockholders may result in
taxation of the Company, the Target or stockholders. Typically, these
transactions may be structured to result in tax-free treatment to both
companies, pursuant to various federal and state tax provisions. The Company
intends to structure any Acquisition so as to minimize the federal and state tax
consequences to both the Company and the Target. Management cannot assure that
an Acquisition will meet the statutory requirements for a tax-free
reorganization, or that the parties will obtain the intended tax-free treatment
upon a transfer of stock or assets. A non-qualifying reorganization could result
in the imposition of both federal and state taxes, which may have an adverse
effect on both parties to the transaction.

Steven N. Bronson is Critical to the Future Success of the Company
------------------------------------------------------------------

Steven N. Bronson is the Chairman, C.E.O. and President of the Company.
The ability of the Company to successfully carry out its business plan and to
consummate additional Acquisitions will be dependent upon the efforts of Mr.
Bronson and the Company's directors. Notwithstanding the significance of Mr.
Bronson, the Company has not obtained any "key man" life insurance on his life.
The loss of the services of Mr. Bronson could have a material adverse effect on
the Company's ability to successfully achieve its business objectives. If
additional personnel are required, there can be no assurance that the Company
will be able to retain such necessary additional personnel.

Mr. Bronson Has Effective Control of the Company's Affairs
----------------------------------------------------------

As of March 28, 2011, Mr. Bronson beneficially owns and controls 1,036,709
shares of common stock of the Company, representing approximately 82% of the
issued and outstanding shares of common stock and approximately 82% of the
voting power of the issued and outstanding shares of common stock of the
Company. In the election of directors, stockholders are not entitled to cumulate
their votes for nominees. Accordingly, as a practical matter, Mr. Bronson may be
able to elect all of the Company's directors and otherwise direct the affairs of
the Company.

There Exist Conflicts of Interest
Relating to Mr. Bronson's Commitment to the Company
---------------------------------------------------

Mr. Bronson is not required to commit his full time to the affairs of the
Company. Mr. Bronson will have conflicts of interest in allocating management
time among various business activities. Additionally, Mr. Bronson is the
president, director and principal shareholder of two publicly traded companies,
4net Software, Inc. and BKF Capital Group, Inc. that are also engaged in seeking
to consummate a merger, acquisition or other business combination transaction.
As a result, the consummation of an Acquisition may require a greater period of
time than if Mr. Bronson devoted his full time to the Company's affairs.
However, Mr. Bronson will devote such time as he deems reasonably necessary to
carry out the business and affairs of the Company, including the evaluation of
potential Targets and the negotiation and consummation of Acquisitions and, as a
result, the amount of time devoted to the business and affairs of the Company
may vary significantly depending upon, among other things, whether the Company
has identified a Target or is engaged in active negotiation and consummation of
an Acquisition.

Indemnification of Officers and Directors
-----------------------------------------

The Company's Certificate of Incorporation provides for the
Indemnification of its officers and directors to the fullest extent permitted by
the laws of the State of Nevada. It is possible that the indemnification
obligations imposed under these provisions could result in a charge against the
Company's earnings and thereby affect the availability of funds for other uses
by the Company.

There Exist Risks to Stockholders Relating to Dilution:
Authorization of Additional Securities and
Reduction of Percentage Share Ownership Following Merger
--------------------------------------------------------

The Company's Certificate of Incorporation authorizes the issuance of
30,000,000 shares of common stock. As of March 28, 2011, the Company had
1,260,773 shares of common stock issued and outstanding and 28,739,227
authorized but unissued shares of common stock available for issuance. The
Company has no commitments as of this date to issue its securities. However, the
Company will, in all likelihood, issue a substantial number of additional shares
in connection with or following an Acquisition. To the extent that additional
shares of common stock are issued, the Company's stockholders would experience
dilution of their ownership interests in the Company. Additionally, if the
Company issues a substantial number of shares of common stock in connection with
or following an Acquisition, a change in control of the Company may occur which
may affect, among other things, the Company's ability to utilize net operating
loss carry forwards, if any. Furthermore, the issuance of a substantial number
of shares of common stock may adversely affect prevailing market prices, if any,
for the common stock and could impair the Company's ability to raise additional
capital through the sale of its equity securities. The Company may use
consultants and other third parties providing goods and services. These
consultants or third parties may be paid in cash, stock, options or other
securities of the Company. The Company may in the future need to raise
additional funds by selling securities of the Company which may involve
substantial additional dilution to the investors.

The Company is Authorized to Issue Preferred Stock
--------------------------------------------------

RAC's Articles of Incorporation authorizes the designation and issuance of
5,000,000 shares of preferred stock (the "Preferred Stock"), with such
designations, powers, preferences, rights, qualifications, limitations and
restrictions of such series as the Board, subject to the laws of the State of
Colorado, may determine from time to time. Accordingly, the Board is empowered,
without stockholder approval, to designate and issue Preferred Stock with
dividend, liquidation, conversion, voting or other rights which could adversely
affect the voting power or other rights of the holders of Common Stock. In
addition, the Preferred Stock could be utilized, under certain circumstances, as
a method of discouraging, delaying or preventing a change in control. Although
we do not currently intend to designate or issue any shares of Preferred Stock,
there can be no assurance that we will not do so in the future. It is likely
however, that following a merger, new management may issue such preferred stock,
and it is possible that one or more series of preferred stock will be designated
and/or issued in order to effectuate a merger or financing. As of this date, we
have no outstanding shares of Preferred Stock and we have not designated the
rights or preferences of any series of preferred stock.

The Company May Be Deemed an Investment
Company and Subjected to Related Restrictions
---------------------------------------------

The regulatory scope of the Investment Company Act of 1940, as amended
(the "Investment Company Act"), which was enacted principally for the purpose of
regulating vehicles for pooled investments in securities, extends generally to
companies engaged primarily in the business of investing, reinvesting, owning,
holding or trading in securities. The Investment Company Act may, however, also
be deemed to be applicable to a company which does not intend to be
characterized as an investment company but which, nevertheless, engages in
activities which may be deemed to be within the definitional scope of certain
provisions of the Investment Company Act. The Company believes that its
Investment Strategy may subject the Company to regulation under the Investment
Company Act. If the Company is deemed to be an investment company, the Company
may be forced to divest its investments or become subject to certain
restrictions relating to the Company's activities, including restrictions on the
nature of its investments and the issuance of securities. In addition, the
Investment Company Act imposes certain requirements on companies deemed to be
within its regulatory scope, including registration as an investment company,
adoption of a specific form of corporate structure and compliance with certain
burdensome reporting, record keeping, voting, proxy, disclosure and other rules
and regulations. In the event of the characterization of the Company as an
investment company, the failure by the Company to satisfy such regulatory
requirements, whether on a timely basis or at all, would, under certain
circumstances, have a material adverse effect on the Company.

Risks Associated with the Company's Investment Strategy
-------------------------------------------------------

The Company's decision to invest a portion of its cash in marketable
securities exposes the Company to potential losses. The Company's investments in
marketable securities carry a risk of loss. While the Company will endeavor to
invest in securities that have a potential for gain, there can be no assurances
that the Company will not suffer losses based on its Investment Strategy.

Investors Should Not Rely on Forward-Looking
Statements Because They Are Inherently Uncertain
------------------------------------------------

This document contains certain forward looking statements that involve
risks and uncertainties. We use words such as "anticipate," "believe," "expect,"
"future," "intend," "plan," and similar expressions to identify forward-looking
statements. These statements are only predictions. Although we believe that the
expectations reflected in these forward-looking statements are reasonable, we
cannot guarantee future results, levels of activity, performance or
achievements. You should not place undue reliance on these forward-looking
statements, which apply only as of the date of this document. Our actual results
could differ materially from those anticipated in these forward-looking
statements for many reasons, including the risks faced by us and described on
the preceding pages and elsewhere in this document.

We believe it is important to communicate our expectations to our
investors. However, there may be events in the future that we are not able to
predict accurately or over which we have no control. The risk factors listed
above, as well as any cautionary language in this document, provide examples of
risks, uncertainties and events that may cause our actual results to differ
materially from the expectations we describe in our forward-looking statements.
Before you invest in our common stock, you should be aware that the occurrence
of the events described in these risk factors and elsewhere in this document
could have a material adverse effect on our business, operating results,
financial condition and stock price.

ITEM 2. PROPERTIES.

Since March 1, 2010 the Company relocated its principal offices to 225
N.E. Mizner Boulevard, Suite 400 Boca Raton, Florida 33432. The Company pays a
monthly fee of $100 per month to BKF Capital Group, Inc. for the use of the
office and facilities. Steven N. Bronson, the Company's President, Chairman and
controlling shareholder, is the president and chairman of BKF Capital Group,
Inc.

Between January 1, 2009 and February 28, 2010, the Company maintained its
principal offices at 1 North Federal Highway, Suite 201, Boca Raton, Florida
33432. The Company paid a monthly fee of $100 per month BKF Capital Group, Inc.
for the use of the office and facilities. Steven N. Bronson, the Company's
President, Chairman and controlling shareholder, is the president and chairman
of BKF Capital Group, Inc.

ITEM 3. LEGAL PROCEEDINGS.

There are no pending legal proceedings to which the Company is a party or
of which any of its property is the subject as of the date of this report and
there were no such proceedings during the years ended December 31, 2010 and
December 31, 2009.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matter was submitted to a vote of the Company's security holders during
the fourth quarter of the year ended December 31, 2010.

PART II

ITEM 5. MARKET FOR REGITRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECUTITIES.

(a) MARKET INFORMATION. The Company's common stock is quoted on the
Over-The-Counter Bulletin Board and traded under the symbol "RDGA". The
following table sets forth the range of high and low prices for the Company's
common stock for the periods indicated. These prices represent reported
transactions between dealers that do not include retail markups, markdowns or
commissions, and do not necessarily represent actual transactions.

COMMON STOCK
------------------------------------------------------------------
Year/Fiscal Period High ($) Low ($)
------------------ ------------ -----------

2010
Fourth Quarter 1.50 1.15
Third Quarter 1.25 1.25
Second Quarter 1.25 1.15
First Quarter 1.15 1.15

2009
Fourth Quarter 2.00 1.05
Third Quarter 2.00 2.00
Second Quarter 2.00 1.50
First Quarter 1.50 1.50

As of March 25, 2011, the bid and ask price of the Company's common stock
was $1.11 and $1.30, respectively.

(b) HOLDERS. As of March 25, 2011, the Company had approximately 652
shareholders of record of its common stock, $0.001 par value.

(c) DIVIDENDS. The Company has not declared cash dividends on its common
stock since its inception, and the Company does not anticipate paying any
dividends in the foreseeable future. There are no contractual restrictions on
the Company's ability to pay dividends.

Section 15(g) of the Exchange Act

The Company's shares are covered by Section 15(g) of the Securities
Exchange Act of 1934, as amended, and Rules 15g-1 through 15g-6 promulgated
thereunder, which impose additional sales practice requirements on
broker-dealers who sell our securities to persons other than established
customers and accredited investors.

Rule 15g-2 declares unlawful any broker-dealer transactions in penny
stocks unless the broker-dealer has first provided to the customer a
standardized disclosure document.

Rule 15g-3 provides that it is unlawful for a broker-dealer to engage in a
penny stock transaction unless the broker-dealer first discloses and
subsequently confirms to the customer the current quotation prices or similar
market information concerning the penny stock in question.

Rule 15g-4 prohibits broker-dealers from completing penny stock
transactions for a customer unless the broker-dealer first discloses to the
customer the amount of compensation or other remuneration received as a result
of the penny stock transaction.

Rule 15g-5 requires that a broker-dealer executing a penny stock
transaction, other than one exempt under Rule 15g-1, disclose to its customer,
at the time of or prior to the transaction, information about the sales person's
compensation.

The Company's common stock may be subject to the foregoing rules. The
application of the penny stock rules may affect our stockholder's ability to
sell their shares because some broker-dealers may not be willing to make a
market in our common stock because of the burdens imposed upon them by the penny
stock rules.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANICAL
CONDITION AND RESULTS OF OPERATIONS.

The following discussion provides information which the Company's
management believes to be relevant to an assessment and understanding of the
Company's results of operations and financial condition. This discussion should
be read together with the Company's financial statements and the notes to
financial statements, which are included in this report.

Disclosure Regarding Forward Looking Statements
-----------------------------------------------

Except for historical information contained herein, the statements in this
report are forward-looking statements that are made pursuant to the safe Harbor
provisions of the Private Securities Litigation Reform Act of 1995. You can
identify these forward-looking statements when you see words such as "expect,"
"anticipate," "estimate," "may," "believe," and other similar expressions. These
statements are not guarantees of future performance and are subject to certain
risks, uncertainties and assumptions that are difficult to predict. Actual
results could differ materially from those projected in the forward-looking
statements. Forward-looking statements involve known and unknown risks and
uncertainties, which may cause the Company's actual results in future periods to
differ materially from forecasted results. These and other risks are described
elsewhere herein and in the Company's other filings with the Securities and
Exchange Commission.

Acquisition Strategy
--------------------

Competition to RAC's Acquisition Strategy
-----------------------------------------

In connection with its Acquisition Strategy, the Company expects to
encounter intense competition from other entities having business objectives
similar to those of the Company. Many of these entities, including venture
capital firms, blind pool companies, large industrial and financial
institutions, small business investment companies and wealthy individuals, are
well-established and have extensive experience in connection with identifying
and effecting acquisitions directly or through affiliates. Many of these
competitors possess greater financial, technical, human and other resources than
the Company and there can be no assurance that the Company will have the ability
to compete successfully with such entities. The Company's financial resources
will be limited in comparison to those of many of its competitors. The Company's
limited financial resources may compel the Company to select certain less
attractive acquisition prospects.

Investment Strategy
-------------------

Results of Operations
---------------------

During the year ended December 31, 2010 ("Fiscal 10"), the Company earned
no revenues from operations and generated dividend and interest income of $3,577
compared to no revenues from operations and interest income in the amount of
$710 for the year ended December 31, 2009 ("Fiscal 09").

During Fiscal 10, the Company incurred expenses of $26,872, a decrease of
$174,856 compared to expenses of $201,728 for Fiscal 09. The decrease was due
primarily to the Company's entry into the Consulting Agreement with Catalyst
Financial, LLC. During Fiscal 2010, the Company incurred a state of Florida
income tax expense of $13,411, as a result of losing its state net operating
loss carryforwards ("NOL") based upon its relocation from Connecticut to
Florida.

During Fiscal 10,and Fiscal 09, the Company had realized gains on marketable
securities of $272,134 and $305,160, respectively, and other comprehensive loss
of 4,119 and other comprehensive income of $28,022, respectively, based on its
investment in securities.

For Fiscal 10, the Company earned net operating income of $235,429
compared to a net operating income of 104,142 for Fiscal 09.

Liquidity and Capital Resources
-------------------------------

During Fiscal 2010, the Company satisfied its working capital needs from
cash on hand at the beginning of the year. As of December 31, 2010, the Company
had cash on hand of $889,887. While this sum will satisfy the Company's
immediate financial needs, it may not be sufficient 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.

The Company's future financial condition will be subject to its ability to
arrange for a merger, acquisition or a business combination with an operating
business on favorable terms that will result in profitability. There can be no
assurance that the Company will be able to do so or, if it is able to do so,
that the transaction will be on favorable terms not resulting in an unreasonable
amount of dilution to the Company's existing shareholders.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The consolidated financial statements and related notes are included as
part of this report as indexed in the appendix on pages F-1 through F-13.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

On January 31, 2011, the registrant dismissed Mark Bailey & Company, Ltd.
as its independent accountants and retained Berman & Company, P.A. as its new
independent registered public accounting firm, as of January 31, 2011. The
Company reported this change of accountants in a Current Report on Form 8-K
filed on February 1, 2011 and incorporated herein by reference.

Item 9A. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures
----------------------------------

We maintain "disclosure controls and procedures," as defined in Rules
13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that
information required to be disclosed by us in reports we file or submit under
the Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms, and that such information is
accumulated and communicated to our principal executive officer to allow timely
decisions regarding required disclosure. In designing and evaluating our
disclosure controls and procedures, the Company recognized that disclosure
controls and procedures, no matter how well conceived and operated, can provide
only reasonable assurance of achieving the desired control objectives, and we
necessarily are required to apply our judgment in evaluating the cost-benefit
relationship of possible disclosure controls and procedures.

Evaluation of disclosure and controls and procedures
----------------------------------------------------

Based on his evaluation of the Company's disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act)
as of the end of the period covered by this annual report on Form 10-K the
Company's principle executive officer has concluded that the Company's
disclosure controls and procedures did operate in an effective manner as of
December 31, 2010.

Management's Annual Report on
Internal Control over Financial Reporting
-----------------------------------------

Our management is responsible for establishing and maintaining adequate
internal control over financial reporting, as such term is defined in Rules
13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control system was
designed 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. Because of inherent
limitations, a system of internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate due to change in conditions, or that the degree of compliance with
the policies or procedures may deteriorate.

Internal control over financial reporting is defined, under the Exchange
Act, as a process designed by, or under the supervision of, the issuer's
principal executive and principal financial officers, or persons performing
similar functions, and effected by the issuer's board of directors, management
and other personnel, 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 and
includes those policies and procedures that:

o Pertain to the maintenance of records that in reasonable detail
accurately and fairly reflect the transactions and dispositions of
the assets of the issuer;

o Provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that
receipts and expenditures of the issuer are being made only in
accordance with authorizations of management and directors of the
issuer; and

o Provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of the
issuer's assets that could have a material effect on the financial
statements.

The Company's principal executive officer has assessed the effectiveness
of the Company's internal control over financial reporting as of December 31,
2010. In making this assessment, the Company's principal executive officer was
guided by the releases issued by the SEC and to the extent applicable the
criteria established in Internal Control - Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission. The Company's
principal executive officer has concluded that based on his assessment, as of
December 31, 2010, the Company's procedures of internal control over financial
reporting were effective.

Readers are cautioned that internal control over financial reporting, no
matter how well designed, has inherent limitations and may not prevent or detect
misstatements. Therefore, even effective internal control over financial
reporting can only provide reasonable assurance with respect to the financial
statement preparation and presentation.

This annual report does not include an attestation report of the Company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the Company's
registered public accounting firm pursuant to temporary rules of the SEC that
permit the Company to provide only management's report in this annual report.

This report shall not be deemed to be filed for purposes of Section 18 of
the Exchange Act, or otherwise subject to the liabilities of that section, and
is not incorporated by reference into any filing of the Company, whether made
before or after the date hereof, regardless of any general incorporation
language in such filing.

Changes in Internal Control over Financial Reporting
----------------------------------------------------

There were no changes in our internal control over financial reporting
that occurred during the quarter ended December 31, 2010 that have materially
affected, or are reasonable likely to materially affect, our internal control
over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The following table sets forth the name, age and position of each of our
directors, executive officers and significant employees as of December 31, 2009.
Each director will hold office until the next annual meeting of our stockholders
or until his or her successor has been elected and qualified. Our executive
officers are appointed by, and serve at the discretion of, the Board of
Directors.

Name Age Position
------------------ ----- --------------------
Steven N. Bronson 45 Chairman, Chief Executive Officer and President
Leonard Hagan 59 Director
Kenneth Schwartz 55 Director

Steven N. Bronson has served as a director of the Company since June 1996.
From September 1998 to August 11, 2000, Mr. Bronson was the sole officer of the
Company. From September 1998 to March 17, 2000, Mr. Bronson was also the sole
director of the Company. In September 1996, Mr. Bronson became the Chief
Executive Officer and President of the Company. Mr. Bronson is also the
President of Catalyst Financial LLC, a privately held full service securities
brokerage and investment banking firm. Mr. Bronson has held that position since
September 24, 1998. During the period of 1991 through September 23, 1998, Mr.
Bronson was President of Barber & Bronson Incorporated, a full service
securities brokerage and investment banking firm. Mr. Bronson acts as the
manager of the Catalyst Fund, L.P., a Delaware limited partnership, that is a
privately held hedge fund. In addition, Mr. Bronson is an officer, director and
principal shareholder of following public companies: Interlink Electronics,
Inc., 4net Software, Inc. and BKF Capital Group, Inc.

Leonard Hagan has served as a director of the Company since March 17,
2000. Mr. Hagan is a certified public accountant and for the past fifteen years
has been a partner at Hagan & Burns CPA's, PC in New York. Mr. Hagan received a
Bachelors of Arts degree in Economics from Ithaca College in 1974, and earned
his Masters of Business Administration degree from Cornell University in 1976.
Mr. Hagan is registered as the Financial and Operations Principal for the
following broker-dealers registered with the Securities and Exchange Commission:
Alton Securities, Inc., Fieldstone Services Corp., Livingston Securities, LLC,
HFG Healthco Securities LLC and Danske Markets, Inc. Mr. Hagan is also a
director of 4net Software, Inc. and BKF Capital Group, Inc. both publicly traded
corporations.

Dr. Kenneth Schwartz has served as a director of the Company since March
25, 2000. Dr. Schwartz has been self-employed as a dentist in New York, New
York. Dr. Schwartz received his Bachelor of Sciences from Brooklyn College in
1977 and earned his D.D.S. from New York University College of Dentistry in
1982.

No director, executive officer, promoter or control person of the Company
has, within the last five years: (i) had a bankruptcy petition filed by or
against any business of which such person was a general partner or executive
officer either at the time of the bankruptcy or within two years prior to that
time; (ii) been convicted in a criminal proceeding or is currently subject to a
pending criminal proceeding (excluding traffic violations or similar
misdemeanors); (iii) been subject to any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring, suspending or
otherwise limiting his involvement in any type of business, securities or
banking activities; (iv) been found by a court of competent jurisdiction (in a
civil action), the Securities and Exchange Commission (the "Commission") or the
Commodity Futures Trading Commission to have violated a federal or state
securities or commodities law, and the judgment has not been reversed, suspended
or vacated. There are no family relationships among any directors and executive
officers of the Company.

Meetings and Committees of the Board of Directors
-------------------------------------------------

During the year ended December 31, 2010, the Board of Directors held no
meetings. In view of the Company's lack of operations, during the year ended
December 31, 2010, the Board of Directors did not form any committees. During
the year ended December 31, 2010, all of the directors then in office attended
100% of the total number of meetings of the Board of Directors and the
Committees of the Board of Directors on which they served.

Audit Committee
----------------

The Audit Committee of the Company consists of Steven N. Bronson and
Leonard Hagan. The functions of the Audit Committee are to recommend to the
Board of Directors the appointment of independent auditors for the Company and
to analyze the reports and recommendations of such auditors. The committee also
monitors the adequacy and effectiveness of the Company's financial controls and
reporting procedures. The Audit Committee does not meet on a regular basis, but
only as circumstances require. Due the size of the Company and its lack of
current operations, the Audit Committee has not designated a financial expert.

Code of Ethics
---------------

At a meeting of the Board of Directors of the Company held on March 25,
2004, the Company adopted a Code of Ethics. A copy of the Code of Ethics is
attached as Exhibit 14 to the Company's Form 10-KSB for the year ended December
31, 2003.

Section 16(a) Beneficial Ownership Compliance
---------------------------------------------

Section 16(a) of the Exchange Act requires the Company's directors and
executive officers, and persons who own more than 10% of a registered class of
the Company's equity securities, to file with the SEC initial reports of
ownership and reports of changes in ownership of common stock and other equity
securities of the Company. Officers, directors and greater than 10% shareholders
are required by SEC regulations to furnish the Company with copies of all
Section 16(a) forms they file.

To the Company's knowledge, based solely upon a review of the copies of
such reports furnished to the Company and written representations that no other
reports were required, during the year ended December 31, 2010, all Section
16(a) filing requirements applicable to its officers, directors and greater than
10% beneficial owners were complied with.

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation Table(1)

The following summary compensation table sets forth information concerning
the annual and long-term compensation earned by the Company's chief Executive
officer and each of the other most highly compensated executive officers
(collectively, the "Named Executive Officers").

Name/Position Fiscal year Annual Salary Stock Grants Option Grants
--------------------------------------------------------------------------------
Steven N. Bronson
CEO and President 2010 $0 0 0
2009 $0 0 0
2008 $0 0 0

----------------------
(1) The Columns designated by the SEC for the reporting of certain bonuses, long
term compensation, including awards of restricted stock, long term incentive
plan payouts, and all other compensation have been eliminated as no such
bonuses, awards, payouts, grants or compensation were awarded during any fiscal
year covered by the table.

Option/SAR Grants in Last Fiscal Year

The following table contains certain information regarding grants of stock
options to Named Executive Officers during the year ended December 31, 2010. The
stock options listed below were granted without tandem stock appreciation
rights. We have no freestanding stock appreciation rights outstanding.

Number of Percent of
Securities Total Options/
Underlying SARs Granted to
Name Options/SARs Employees Exercise or Expiration
Granted (#) in Fiscal Year Base Price ($/Sh) Date
------------------ ----------- --------------- ----------------- ----------

Steven N. Bronson 0 0 - -

------------------

Other Plans. The Company does not currently have any bonus, profit
sharing, pension, retirement, stock option, stock purchase, or other
remuneration or incentive plans in effect.

Long Term Incentive Plan. The Company has no long-term incentive plan.

Aggregate Option Exercises in Fiscal 2010 and Fiscal 2009 Option Values

The following table contains certain information regarding stock options
exercised during and options to purchase common stock held as of December 31,
2010, by each of the Named Executive Officers.

Number Number of Securities Value of Unexercised
Of Shares Underlying Unexercised In-the-Money Options
Name/ Acquired Value Options at Fiscal Year End at Fiscal Year End
Position On Exercise Realized Exercised/Unexercised Exercised/Unexercised (1)
------------------ ----------- -------- -------------------------- -------------------------

Steven N. Bronson
Chairman, CEO
and President 0 0 0 $0

-------------------

(1) Calculated on the basis of the closing share price of the common stock on
the over-the-counter market on the date exercised, less the exercise price
payable for such shares.

Compensation of Directors
-------------------------

For the year ended December 31, 2010, no cash compensation was paid to our
directors for their services as directors.

Employment Contracts
--------------------

On March 28, 2006, the Company entered into a new employment agreement
with Steven N. Bronson appointing Mr. Bronson to serve as the chief executive
officer and the president of the Company for the period April 1, 2006 through
March 31, 2007. The agreement provides that Mr. Bronson will not receive a
salary, however, the Board of Directors may determine to compensate Mr. Bronson.
The term of the agreement is for a one (1) year period and the agreement
automatically renews for additional one (1) year periods provided it is not
terminated. A copy of the agreement is attached as Exhibit 10.17, to the Form
10-KSB for the year ended December 31, 2005 and is incorporated herein by
reference. Mr. Bronson's employment agreement automatically renewed for the one
year period April 1, 2010, through March 31, 2011. The terms of such Mr.
Bronson's employment agreement includes the following:

Name Title Salary/Year Term
-----------------------------------------------------------------
Steven N. Bronson CEO & President 0 1 year

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth as of March 28, 2011 certain information
regarding the beneficial ownership of the common stock outstanding by (i) each
person who is known to the Company to own 5% or more of the common stock, (ii)
each director of the Company, (iii) certain executive officers of the Company
and (iv) all executive officers and directors of the Company as a group. Unless
otherwise indicated, each of the stockholders shown in the table below has sole
voting and investment power with respect to the shares beneficially owned.
Unless otherwise indicated, the address of each person named in the table below
is c/o Ridgefield Acquisition Corp., 225 N.E. Mizner Boulevard, Suite 400, Boca
Raton, Florida 33432.

Number of Percent
Name and Address Company Position Shares owned of class
---------------- ---------------- ------------ --------
Steven N. Bronson Chairman, CEO 1,036,709(2) 82%
and President

Kenneth Schwartz Director 32,500(3) 2.7%

Leonard Hagan Director 15,000 1.1%

All directors and executive
officers a group (3 persons) 1,084,209 85.9%
-----------------------------

(1) As used in this table, a beneficial owner of a security includes any person
who, directly or indirectly, through contract, arrangement, understanding,
relationship or otherwise has or shares (a) the power to vote, or direct the
voting of, such security or (b) investment power which includes the power to
dispose, or to direct the disposition of, such security. In addition, a person
is deemed to be the beneficial owner of a security if that person has the right
to acquire beneficial ownership of such security within 60 days.

(2) This amount also includes 34,211 shares of common stock owned by Mr.
Bronson's spouse.

(3) This amount includes 17,500 shares of common stock owned by Dr. Schwartz's
spouse, and Dr. Schwartz expressly disclaims beneficial ownership of the shares
owned by his spouse.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
AND DIRECTOR INDEPENDENCE.

As noted above, on June 6, 2008, the Company entered into the Consulting
Agreement with Catalyst Financial. LLC ("Catalyst Financial"), a full service
securities brokerage, investment banking and consulting firm. Pursuant to the
Consulting Agreement, Catalyst Financial agreed to provide consulting services
to the Company relating to the management and administration of the Company's
business affairs and in connection with the Company's acquisition strategy,
Catalyst Financial shall assist the Company in identifying and investigating
prospective target companies for mergers, acquisitions, business combinations
and similar transactions, and, if investigation warrants, advising the Company
concerning the negotiation of terms and the financial structure of such
transactions.

In consideration for the consulting services rendered and to be rendered
by the Catalyst Financial, the Company shall: (1) pay Catalyst Financial a
monthly fee in the amount of $5,000 commencing on June 6, 2008 and continuing
thereafter on the first day of each successive month until January 1, 2010, and
(2) the Company shall issue Catalyst Financial a total of 120,000 shares of the
Company's common stock, $.001 par value (the "Shares"). The Shares shall be
issued to Catalyst Financial and shall vest at a rate of 6,000 shares per month
commencing on June 30, 2008 and an additional 6,000 shares shall vest on the
last day of each successive month thereafter until January 31, 2010. The above
is just a summary of the Consulting Agreement, readers are referred to the
actual Consulting Agreement for all of its terms and conditions. A copy of the
Consulting Agreement is attached as Exhibit 10.19 to a Form 8-K, dated June 9,
2008. During 2010 and 2009 the Company paid Catalyst Financial $5,000 and
$60,000, Respectively and issued Catalyst Financial 6,000 shares and 72,000
shares of common Stock, respectively, pursuant to the Consulting Agreement.
Effective January 31, 2010, the Consulting Agreement terminated.

Between January 1, 2009 and February 28, 2010, the Company maintained
its principal offices at 1 North Federal Highway, Suite 201, Boca Raton, Florida
33432. The Company paid a monthly fee of $100 per month BKF Capital Group, Inc.
for the use of the office and facilities. Steven N. Bronson, the Company's
President, Chairman and controlling shareholder, is the president and chairman
of BKF Capital Group, Inc.

Subsequent Events.
------------------

On March 21, 2011, the Board of Directors of the Company declared that
the Company shall pay to all of the Company's shareholders a return of capital
distribution in the amount of $0.60 per share. It is anticipated that the return
of capital distribution shall be paid to the Company's shareholders within the
next thirty (30) days. The distribution will approximate $756,000.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees.
-----------

The aggregate fees billed to the Company for professional services
rendered by principal accountants for the audit of our annual consolidated
financial statements and review of our quarterly consolidated financial
statements was $14,000 for 2010 and $10,000 for 2009.

Audit-Related Fees.
------------------

None.

Tax Fees.
--------

None.

All Other Fees.
--------------

None.

On January 31, 2011, the Board of Directors of the Company, dismissed Mark
Bailey & Co, Ltd as their independent accountants and engaged Berman & Company,
P.A to be the new independent accountants and to prepare the tax returns for
Fiscal year 2010.

ITEM 15. EXHIBITS

The following exhibits are hereby filed as part of this Annual Report on
Form 10-KSB or incorporated by reference.

2 Plan of Merger, dated May 11, 2006 by and between Ridgefield
Acquisition Corp., a Colorado corporation, and Ridgefield
Acquisition Corp., a Nevada corporation, incorporated by reference
to the Company's Schedule 14A filed on May 26, 2006.

3.1 Articles of Incorporation, incorporated by reference to Registration
Statement No. 33-13074-D as Exhibit 3.1.

3.2 Amended Bylaws adopted June 1, 1987, incorporated by reference to
Annual Report on Form 10-K for the fiscal year ended December 31,
1987 as Exhibit 3.2.

3.4 Articles of Amendment to Restated Articles of Incorporation dated
March 7,1991. Incorporated by reference to Annual Report on Form
10-K for fiscal year ended December 31, 1990 as Exhibit 3.4.

3.5 Articles of Amendment to Restated Articles of Incorporation dated
March 17, 1999, incorporated by reference to the Company's Current
Report on Form 8-K reporting an event of March 9, 1999.

3.6 Articles of Incorporation of Bio-Medical Automation, Inc. a Nevada
corporation, the Company's wholly owned subsidiary.

3.7 By-laws of Bio-Medical Automation, Inc. a Nevada corporation, the
Company's wholly owned subsidiary.

3.8 Articles of Incorporation of Ridgefield Acquisition Corp., filed on
May 12, 2006, with the State of Nevada, incorporated by reference to
the Company's Schedule 14A filed on May 26, 2006.

3.9 By-laws of Ridgefield Acquisition Corp., incorporated by reference
to the Company's Schedule 14A filed on May 26, 2006.

10.1 OEM Purchase Agreement dated January 15, 1990, between the Company
and Ariel Electronics, Inc. incorporated by reference to Annual
Report on Form 10-K for the fiscal year ended December 31, 1989 as
Exhibit 10.1.

10.2 Form of Convertible Promissory Note, 12/30/93 Private Placement
incorporated by reference to Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1993 as Exhibit 10.2.

10.3 Form of Non-Convertible Promissory Note, 12/30/93 Private Placement
incorporated by reference to Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1993 as Exhibit 10.3.

10.4 Form of Note Purchaser Warrant Agreement and Warrant, 12/30/93
Private Placement incorporated by reference to Annual Report on Form
10-KSB for the fiscal year ended December 31, 1993 as Exhibit 10.4.

10.5 Form of Promissory Note, April 1, 1996.

10.6 Form of Security Agreement, April 1, 1996.

10.7 Form of Common Stock Purchase Warrant, April 1, 1996.

10.8 Form of Promissory Note, July 1, 1996.

10.9 Form of April 1, 1996 Promissory Note Extension, October 17, 1996.

10.10 Form of Common Stock Purchase Warrant, October 10, 1996.

10.11 Asset Purchase Agreement with JOT incorporated by reference to Form
8-K reporting an event of November 4, 1998, and amendment thereto
incorporated by reference to Form 8-K reporting an event of December
15, 1998.

10.12 Stock Purchase Agreement, between Bio-Medical Automation, Inc. and
Steven N. Bronson, incorporated by reference to the Current Report
on Form 8-K filed on April 6, 2000.

10.13 Employment Agreement between Bio-Medical Automation, Inc. and Steven
N. Bronson, dated as of March 24, 2001, incorporated by reference to
Quarterly Report on Form 10-QSB for the quarter ended March 31,
2001.

10.14 Mergers and Acquisitions Advisory Agreement, dated as of November
13, 2001, between Bio-Medical Automation, Inc. and Catalyst
Financial LLC incorporated by reference to the Annual Report on Form
10-KSB for the year ended December 31, 2001.

10.15 Mergers and Acquisitions Advisory Agreement, dated as of April 1,
2006, between Ridgefield Acquisition Corp. and Catalyst Financial
LLC.

10.16 Appointment of Atlas Stock Transfer Agent Corporation as the
transfer Agent for Ridgefield Acquisition Corp.

10.17 Employment Agreement between Ridgefield Acquisition Corp. and Steven
N. Bronson, dated as of March 28, 2006.

10.18 Addendum, dated as of February 1, 2006, to Mergers and Acquisitions
Advisory Agreement, dated as of April 1, 2006, between Ridgefield
Acquisition Corp. and Catalyst Financial LLC, incorporated by
reference to the Annual Report on Form 10-KSB for the year ended
December 31, 2007.

10.19 Consulting Agreement, dated as of June 6, 2008, between Ridgefield
Acquisition Corp. and Catalyst Financial LLC incorporated by
reference to the Form 8-K, dated June 9, 2008.

14 Code of Ethics

31* President's Written Certification Of Financial Statements Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.

32* President's Written Certification Of Financial Statements Pursuant
to 18 U.S.C. Statute 1350.

--------------------------------
* Filed herewith

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: March 31, 2011

RIDGEFIELD ACQUISITION CORP.,
a Nevada corporation

By: /s/ Steven N. Bronson
------------------------------------
Steven N. Bronson, CEO and President
Principle Executive Officer as
Registrant's duly authorized officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:

/s/ Steven N. Bronson /s/ Kenneth Schwartz
---------------------------------- ----------------------------------
Steven N. Bronson Kenneth Schwartz
President, Chief Executive Director
Officer and Chairman March 31, 2011
of the Board of Directors
Principal Executive Officer
March 31, 2011

/s/ Leonard Hagan
---------------------------------
Leonard Hagan
Director
March 31, 2011

EXHIBIT INDEX

The following Exhibits are filed herewith:

Exhibit
Number Description of Document
------ -----------------------

31 President's Written Certification Of Financial Statements pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.

32 President's Written Certification Of Financial Statements pursuant
to 18 U.S.C. Statute 1350.

RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Page

Reports of Independent Registered Public Accounting Firm
For the Year Ended December 31, 2010 F - 2

Reports of Independent Registered Public Accounting Firm
For the Year Ended December 31, 2009 F - 3

Consolidated Balance Sheets
December 31, 2010 and 2009 F - 4

Consolidated Statements of Operations and Comprehensive Income (Loss) Years
Ended December 31, 2010 and 2009 F - 5

Consolidated Statements of Stockholders' Equity
Years Ended December 31, 2010 and 2009 F - 6

Consolidated Statements of Cash Flows
Years Ended December 31, 2010 and 2009 F - 7

Notes to Consolidated Financial Statements F - 8

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of:
Ridgefield Acquisition Corp. and Subsidiary

We have audited the accompanying consolidated balance sheet of Ridgefield
Acquisition Corp. and Subsidiary, as of December 31, 2010, and the related
statements of operations, stockholders' deficit and cash flows for the year then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit. The financial statements of Ridgefield
Acquisition Corp. and Subsidiary as of December 31, 2009 were audited by other
auditors; whose report dated March 29, 2010 expressed an unqualified opinion on
those financial statements.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included considerations of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Ridgefield Acquisition Corp.
and Subsidiary as of December 31, 2010 and the results of its operations and its
cash flows for the year then ended, in conformity with accounting principles
generally accepted in the United States of America.

Berman & Company, P.A.

Boca Raton, Florida
March 28, 2011

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Ridgefield Acquisition Corp.

We have audited the accompanying consolidated balance sheets of Ridgefield
Acquisition Corp.(Company) as of December 31, 2009 and 2008 and the related
consolidated statements of operations and comprehensive income, stockholders'
equity, and cash flows for the years then ended. Ridgefield Acquisition Corp's
management is responsible for these financial statements. Our responsibility is
to express an opinion on these consolidated financial statements based on our
audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. The Company
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audits included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Ridgefield
Acquisition Corp. as of December 31, 2009 and 2008, and the results of its
operations and its cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
consolidated financial statements, the Company has no principal operations or
significant revenue producing activities which raise substantial doubt about its
ability to continue as a going concern. Management's plans in regard to these
matters are described in Note 2. The consolidated financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

Mark Bailey & Company, Ltd.
Reno, Nevada
March 29, 2010

F-3

RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS

December 31,
2010 2009
----------- -----------

ASSETS

CURRENT ASSETS
Cash and cash equivalents $ 889,887 $ 307,409

Investments -- 576,316
----------- -----------

TOTAL ASSETS $ 889,887 $ 883,725
=========== ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable and accrued expenses $ 14,357 $ 13,076
----------- -----------
TOTAL CURRENT LIABILITIES 14,357 13,076
----------- -----------

COMMITMENTS AND CONTINGENCIES -- --

STOCKHOLDERS' EQUITY
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 - 1,260,773 on December 31, 2010
and 1,254,773 shares on December 31, 2009 1,261 1,255
Additional paid in capital 2,272,883 2,263,889
Accumulated deficit (1,398,614) (1,634,043)
Accumulated other comprehensive income -- 239,548
----------- -----------

TOTAL STOCKHOLDERS' EQUITY 875,530 870,649
----------- -----------

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 889,887 $ 883,725
=========== ===========

The accompanying notes are an integral part of these consolidated financial
statements.

F-4

RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

Years Ended
December 31,
2010 2009
----------- -----------

REVENUES $ -- $ --

----------- -----------

General and administrative expenses 26,872 201,728

----------- -----------
Total Expenses 26,872 201,728
----------- -----------

OTHER INCOME
Interest 3,578 710
Realized gain on investments 272,134 305,160
----------- -----------
Total Other Income 275,712 305,870
----------- -----------

INCOME BEFORE TAXES 248,840 104,142

Income tax expenses (13,411) --
----------- -----------
NET INCOME 235,429 104,142

OTHER COMPREHENSIVE INCOME
Unrealized loss on investments -- (76,120)
Reclassification adjustment for
gains included in net income (239,548) --

----------- -----------

COMPREHENSIVE INCOME (LOSS) $ (4,119) $ 28,022
=========== ===========

NET INCOME PER COMMON SHARE
Basic $ 0.19 $ 0.09
=========== ===========
Dilutive $ 0.19 $ 0.09
=========== ===========

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING -
Basic 1,260,280 1,221,929
=========== ===========
Dilutive 1,260,280 1,221,929
=========== ===========

The accompanying notes are an integral part of these consolidated financial
statements.

F-5

RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

Common Stock
-------------------------
Shares Amount Additional Other
Paid in Accumulated Comprehensive
Capital Deficit Income Totals
----------- ----------- ----------- ---------- ------------ -----------

Balance, December 31, 2008 1,182,773 $ 1,183 $ 2,155,961 ($1,738,185) $ 315,668 $ 734,627

Stock issued for services
- related party 72,000 72 107,928 108,000
Other Comprehensive
Income
Changes in unrealized
Gain (loss) -- -- -- -- (76,120) (76,120)
Net Loss -- -- -- 104,142 -- 104,142
--------- ----------- ----------- ----------- ----------- ---------

Balance, December 31, 2009 1,254,773 1,255 2,263,889 (1,634,043) 239,548 870,649

Stock issued for
services - related party 6,000 6 8,994 9,000
Other Comprehensive
Changes in unrealized
Gain (loss) -- -- -- -- (239,548) (239,548)
Net Income -- -- -- 235,429 -- 235,429
--------- ----------- ----------- ----------- ----------- ---------

Balance, December 31, 2010 1,260,773 $ 1,261 $ 2,272,883 ($1,398,614) -- $ 875,530
========= =========== =========== =========== =========== =========

The accompanying notes are an integral part of these consolidated financial
statements.

F-6

RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended
December 31,
2010 2009
--------- ---------

CASH FLOWS FROM OPERATING ACTIVITES
Net income $ 235,429 $ 104,142
Adjustments to reconcile net income
to net cash used in operating activities:
Stock issuance for professional services 9,000 108,000
Realized gain on investments (272,134) (305,160)
Changes in assets and liabilities
Increase (decrease) in accounts payable and
accrued expenses 1,281 (2,209)
--------- ---------

Net cash used in operating activities (26,424) (95,227)
--------- ---------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of investments -- (200,574)
Proceeds from sales of investments 608,902 480,048
--------- ---------

Net cash provided by investing activities 608,902 279,474
--------- ---------

NET INCREASE IN CASH AND CASH EQUIVALENTS 582,478 184,247

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 307,409 123,162
--------- ---------

CASH AND CASH EQUIVALENTS, END OF YEAR $ 889,887 $ 307,409
========= =========

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

Cash paid for interest $ -- $ --
Cash paid for taxes $ -- $ --

The accompanying notes are an integral part of these consolidated financial
statements.

F-7

RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION AND NATURE OF OPERATIONS

Ridgefield Acquisition Corp. (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 now pursuing an acquisition strategy whereby
it is seeking to arrange for a merger, acquisition or other business
combination with a viable operating entity.

PRINCIPLES OF CONSOLIDATION

The accompanying financial statements include the accounts of the
Company and its wholly owned subsidiary. All inter-company transactions
have been eliminated in consolidation.

INCOME TAXES

Income taxes are provided for the tax effects of transactions reported
in The financial statements and consist of taxes currently due.
Deferred taxes relate to differences between the basis of assets and
liabilities for financial and income tax reporting will be either
taxable or deductible when the assets or liabilities are recovered or
settled. The Company does not have any uncertain tax positions.

F-8

RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

INCOME PER COMMON SHARE

Basic income (loss) per common share is calculated by dividing net
income (loss) by the weighted average number of common shares
outstanding during the year. Diluted income per common share is
calculated by adjusting outstanding shares, assuming conversion of all
potentially dilutive convertible equity instruments consisting of
options. There is no difference in the calculation of basic and diluted
income per share for 2010 and 2009, respectively.

CASH EQUIVALENTS

The Company considers as cash equivalents all highly liquid investments
with a maturity of three months or less at the time of purchase. At
December 31, 2010, and 2009, the Company had no cash equivalents.

The Company's cash exceeded the FDIC limit for cash held in banks at
December 31, 2010 and 2009 by approximately $595,000 and $0,
respectively.

OTHER COMPREHENSIVE INCOME

Other comprehensive income includes all changes in stockholders' equity
during a period from non-owner sources and is reported in the
consolidated statement of stockholders' equity. To date, other
comprehensive income consists of previously reported unrealized gains
(losses) that have been reclassified to operations as a result of the
sale of the underlying marketable securities.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.

F-9

RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company used the following hierarchy to prioritize the inputs used
in measuring fair value in accordance with ASC Section 820, Fair Value
Measurements and Disclosures.

Level 1 - Quoted market prices (unadjusted) in active markets
for identical assets or liabilities;

Level 2 - Inputs other than quoted market prices included
within Level 1 that are either directly or indirectly observable;

Level 3- Unobservable inputs in which little or no market
activity exists, therefore requiring an entity to develop its own
assumptions about the assumptions that market participants would use in
pricing.

Financial instruments including cash and cash equivalents and accounts
payable and accrued expenses are carried in the financial statements at
amounts that approximate fair value at December 31, 2010. Investments
at December 31, 2009 were valued using Level 1 inputs.

NEW ACCOUNTING STANDARDS

There are no new accounting standards that are expected to have a
significant impact on the Company.

F-10

RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 - INVESTMENTS

Investments were classified as available-for-sale according to the
provisions of ASC No. 320, Investments - Debt & Equity Securities.
Accordingly, the investments are carried at fair value with unrealized
gains and losses reported separately in other comprehensive income.
Realized gains and losses are calculated using the original cost of
those investments.

See summary of marketable securities below:

Amount
-------------
Balance at 12/31/2008 626,750

Purchases 200,574

Unrealized Gains (76,120)

Realized Gains 305,160

Sales (480,048)
-------------
Balance at 12/31/2009 576,316

Purchases --

Unrealized Gains --

Realized Gains 272,134

Sales (608,902)

Reclassification Adjustment (239,548)
-------------

Balance at 12/31/2010 --
=============

As of December 31, 2010, the Company held no investments in marketable
Securities.

F-11

RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 - STOCKHOLDERS' EQUITY

During 2010 and 2009, the Company issued 6,000 and 72,000 shares of
Common, stock having a fair value of $9,000 and $108,000, respectively.
Fair value, of $1.50/share, was based upon the grant date in June 2008,
at which time the Company granted 120,000 shares vesting evenly through
January 31, 2010. The shares were issued to an entity controlled by the
Company's Chief Executive Officer. In addition to the stock issued for
services, the Company also paid $5,000 and $60,000 ($5,000/month) as
management fees. The management agreement terminated in January 2010.

Note 4 INCOME TAXES

At December 31, 2010, the Company has a net operating loss
carry-forward of approximately $993,000 available to offset future
taxable income expiring through 2030 since it was a pass through tax
entity. Utilization of future net operating losses may be limited due
to ownership changes under Section 382 of the Internal Revenue Code.

The valuation allowance at December 31, 2009 was $336,000. The net
change in valuation allowance during the year ended December 31, 2010
was an increase of approximately $1,400. In assessing the realizability
of deferred tax assets, management considers whether it is more likely
than not that some portion or all of the deferred income tax assets
will not be realized. The ultimate realization of deferred income tax
assets is dependent upon the generation of future taxable income during
the periods in which those temporary differences become deductible.
Management considers the scheduled reversal of deferred income tax
liabilities, projected future taxable income, and tax planning
strategies in making this assessment. Based on consideration of these
items, management has determined that enough uncertainty exists
relative to the realization of the deferred income tax asset balances
to warrant the application of a full valuation allowance as of December
31, 2010.

In 2009, the Company lost its State of Connecticut NOL carryforwards
of approximately $544,000 as a result of redomiciling from Connecticut
to Florida. During 2010, the State of Florida taxable income was
approximately $244,000 resulting in a state income tax of approximately
$13,400.

In 2010, the Company used approximately $235,000 of its Federal NOL to
offset its 2010 federal taxable income. This resulted in a decrease of
the Company's Federal NOL carryforward to $993,000 as of December 31,
2010.

F-12

RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 4 INCOME TAXES (continued)

The effects of temporary differences that gave rise to significant
portions of deferred tax assets at December 31, 2010 and 2009 are as
follows:

December 31, December 31,
2010 2009

Net operating loss carry forward $337,469 $418,000
Unrealized investment gains -- (82,000)
Valuation allowance (337,469) (336,000)
Net deferred tax asset $ -- $ --
======== ========

There was no Federal income tax expense for the years ended December
31, 2010 and 2009 due to the Company's net losses. For the years ended
December 31, 2010 and 2009 the state income tax expense was $13,411
and $0, respectively.

The Company's tax expense differs from the "expected" tax expense for
the years ended December 31, 2010 and 2009, (computed by applying the
Federal Corporate tax rate of 34% to income before taxes and 5.5% for
State Corporate taxes, the blended rate used was 37.63%), as follows:

2010 2009
------- -------
Current federal tax benefit 93,638 9,528
State tax rate difference, net of
federal benefit (182) --
Unrealized gains/losses on
investments -- 25,880

Change in valuation allowance (80,045) (35,408)
------- -------
Income tax expense -- 13,411
======= =======

NOTE 5 -Subsequent Event.

On March 21, 2011, the Company authorized a return of capital
distribution, of $0.60 per share, ,which approximates $756,000.

F-13