Edgar Filing: RIDGEFIELD ACQUISITION CORP

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

Form 10-KSB

(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, 2007

[ ] 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 juris- (IRS Employer
diction of incorpora- Identification No.)
tion or organization)

100 Mill Plain Road, Danbury, Connecticut 06877
------------------------------------------- -----------
(Address of Principal Executive Offices) (Zip Code)

Issuer's telephone number: (203) 791-3871

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

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

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2)has been
subject to such filing requirements for the past 90 days.

Yes [X] No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will 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-KSB or any
amendment to this Form 10-KSB. [ ]

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 issuer's revenues for fiscal year ended December 31, 2007 were: $106,238.

As of March 26, 2008, the aggregate market value of the voting stock held by
non-affiliates of the registrant, based upon the average bid and ask prices of
such stock on that date was $334,088. Shares of common stock held by each
officer and director and by each person who owns 10% or more of the outstanding
common stock have been excluded in that such persons may be deemed to be
affiliates. This determination of affiliate status is not necessarily conclusive
and does not constitute an admission of affiliate status.

As of March 26, 2008, there were issued and outstanding 1,140,773 shares of the
registrant's common stock, par value $.00001 per share.

Transitional Small Business Disclosure Format (check one) Yes [ ] No [X]

RIDGEFIELD ACQUISITION CORP.
FORM 10-KSB

Table of Contents
Page

PART I 4

ITEM 1. DESCRIPTION OF BUSINESS. 4

Employees. 7

Risk Factors Affecting Operating Results and
Market Price of Stock. 8

ITEM 2. DESCRIPTION OF PROPERTY. 14

ITEM 3. LEGAL PROCEEDINGS. 14

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. 14

PART II 15

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS. 15

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION. 16

ITEM 7. FINANCIAL STATEMENTS. 19

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE. 19

ITEM 8A. CONTROLS AND PROCEDURES. 19

ITEM 8B. OTHER INFORMATION. 19

PART III 20

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS
AND CORPORAE GOVERNANCE; COMPLIANCE WITH SECTION 16(A)
OF THE EXCHANGE ACT. 20

ITEM 10. EXECUTIVE COMPENSATION. 22

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS. 24

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND
DIRECTOR INDEPENDENCE. 24

ITEM 13. EXHIBITS. 25

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES. 27

SIGNATURES. 27

PART I

ITEM 1. DESCRIPTION OF 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 a plan 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 plan 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. The Company never derived any revenues from the
micro-robotic device.

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, for the
years ended December 31, 2007 and 2006 and the period from January 1, 2000
through December 31, 2007, the Company has earned no revenues other than
interest income and income from investments.

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

The Company is primarily engaged in seeking 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 and there can be no assurance that the Company will ever
successfully arrange for a merger, acquisition, business combination or other
arrangement.

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, and
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 legal requirement 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.

The Company's U.S. Patent
--------------------------

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").

The Patent covers an automated system and method for microdissection of
samples such as chromosomes or other biological material, and in particular, it
relates to a robotic assisted microdissection system and method that
significantly reduces the time and skill needed for cellular and sub-cellular
dissections. Microdissection is defined as dissection under the microscope;
specifically: dissection of cells and tissues by means of fine needles that are
precisely manipulated by levers. The system and method covered by the Patent
attempts to provide reliability and ease of operation thereby making
microdissection widely available to laboratories. While the Company has never
derived any revenues from the micro-robotic device, the Company plans to attempt
to license or sell the technology covered by the Patent. There can be no
assurances that the Company will be able to successfully market the technology
covered by the Patent or that the Company will ever derive any revenues from the
Patent or the technology covered by 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 5,000,000
shares of the common stock of the Subsidiary.

On January 31, 2007, the Board of Directors of the Company, among other
things, duly appointed officers and directors for the Subsidiary. The following
table sets forth the name, age and position of each of the directors, executive
officers and significant employees of Bio-Medical as of December 31, 2007. Each
director will serve on the Board of Directors of the Subsidiary for a term of
one year or until their successor is appointed and duly qualified at the next
annual meeting of the Subsidiary's stockholders or until his or her successor
has been elected and qualified. The Subsidiary's executive officers are
appointed by, and serve at the discretion of, the Board of Directors.

Name Age Position
------------------ ----- --------------------
Steven N. Bronson 42 Chairman, President, Treasurer and Secretary
Alan Rosenberg 37 Director
Louis Meade 51 Director

The Subsidiary does not currently provide any compensation to its
officers or directors.

In March 2006, the Company deposited $50,000 of the Company's assets
into the Subsidiary's bank account.

As of December 31, 2007, Bio-Medical had 45,000,000 shares of capital
stock authorized for issuance consisting of (1) 40,000,000 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.

The Company took the foregoing action to further its plans to exploit the
Patent owned by the Subsidiary. However, there can be no assurances that the
Subsidiary will successfully develop and/or exploit the technology covered by
the Patent.

The Spin-Off of Bio-Medical
---------------------------

In furtherance of the Company's plan to exploit the Patent, in April
2006, the Board of Directors of the Company authorized the spin-off of 100% of
the Company's wholly-owned subsidiary Bio-Medical to the Company's shareholders
on a pro rata basis. On or about May 30, 2006, the Company mailed to its
shareholders of record as of April 28, 2006, an Information Statement containing
the information concerning the Company and the Spin Off called for by Regulation
14C under the Securities Exchange Act of 1934. The Information Statement on
Schedule 14C is incorporated herein by reference. To consummate the Spin-Off,
Bio-Medical was required to file a registration statement on Form 10-SB to
register all of the issued and outstanding shares of Bio-Medical.

On April 27, 2007, the Board of Directors of the Company voted to
terminate the proposed spin-off of Bio-Medical, based on current market
conditions and the risks associated with the business prospects of Bio-Medical.

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.

In furtherance of the Company's investment strategy, the Company opened
a brokerage account with Catalyst Financial LLC ("Catalyst"), a broker-dealer
registered with the U.S. Securities and Exchange Commission and a member in good
standing with the National Association of Securities Dealers, Inc. Catalyst is
owned and controlled by Steven N. Bronson, the Company's President. Catalyst has
agreed to charge the Company commissions of no more that $.02 per share with a
minimum of $75 per trade on securities transactions. The Board approved the
commission structure to be charged by Catalyst. Mr. Bronson abstained from
voting on all Board resolutions concerning the Company's investment strategy and
the Company's arrangements with Catalyst.

On January 12, 2007, the Company, acquired 50,000 shares of Argan, Inc.
("Argan") common stock in a private transaction at a cost of $4.25 per share or
an aggregate amount of $212,500. On April 26, 2007, the Company sold all of its
50,000 shares of Argan at an average price of $6.26 for proceeds of $312,484.

On June 1, 2007, the Company purchased 57,500 shares of Argan common
stock at an average price of $5.40 per share or $311,082. At December 31, 2007,
the Company's 57,500 shares of Argan common stock were valued at $767,625.

Employees
---------

As of March 26, 2008, 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.

Risk Factors Affecting Operating Results and Market Price of Stock
------------------------------------------------------------------

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, 2007 and December 31, 2006.
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 interest income. The Company will only earn revenues through the
acquisition of or merger(an "Acquisition") with a target company (a "Target") or
through the Subsidiary's successful exploitation of the Patent. 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, or that the
Subsidiary will derive any revenues from the Patent. The current revenues of the
Company may not be sufficient to fund further Acquisitions or the successful
development and exploitation of the Patent. Based on the Company's limited
resources, the Company may not be able to effectuate its business plan and
consummate an Acquisition or exploit the Patent. 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 or to derive any revenues from the
Patent. 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. The
Company may also require additional financing to develop and exploit the Patent.

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 and to successfully develop and exploit
the Patent. 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.

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.

Competition for the Patent
--------------------------

The Company expects to encounter competition from other entities in the
medical device business with technology similar to that covered by the Patent.
Many of these entities, including large drug and medical companies,
bio-technology companies, 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 developing and exploiting medical
technology and devices. 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. There can be no assurance that such prospects will permit the
Company to achieve its stated business objectives.

Uncertain Prospects of Technology Covered by Patent
---------------------------------------------------

The Company has never derived any revenues from the technology covered
by the Patent and there can be no assurances that the Company or the Subsidiary
will be able to derive any revenues from the exploitation of the Patent. The
Company through the Subsidiary will attempt to research and develop a commercial
application for the technology covered by the Patent. However there can be no
assurances that the Subsidiary will be able to find a commercial application for
the technology covered by the Patent. Even if the Subsidiary is able to develop
a commercial application for the technology covered by the Patent, there can be
no assurances that the Subsidiary will be able to successfully market such
application.

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 26, 2008, Mr. Bronson beneficially owns and controls
1,062,685 shares of common stock of the Company, including options to purchase
150,000 shares of common stock, representing approximately 82.3% of the issued
and outstanding shares of common stock and approximately 75.6% 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 Time 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. 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 Colorado. 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 26, 2008, the Company had
1,140,773 shares of common stock issued and outstanding and 28,859,227
authorized but unissued shares of common stock available for issuance. Although
the Company has no commitments as of this date to issue its securities, 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 Expects to Pay No Cash Dividends
--------------------------------------------

The Company presently does not expect to pay dividends. The payment of
dividends, if any, will be contingent upon the Company's revenues and earnings,
if any, capital requirements, and general financial condition. The payment of
any dividends will be within the discretion of the Company's then Board of
Directors. The Company presently intends to retain all earnings, if any, to
implement its business plan, accordingly, the Board does not anticipate
declaring any dividends in the foreseeable future.

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.

We are exposed to risks from recent legislation requiring
companies to evaluate internal control over financial reporting.
----------------------------------------------------------------

Section 404 of the Sarbanes-Oxley Act of 2002 ("Section 404") requires
our management to begin to report on the operating effectiveness of the
Company's internal control over financial reporting for the year ended December
31, 2007. Carlin, Charron & Rosen, LLP, our independent registered public
accounting firm, will be required to attest to the effectiveness of our internal
control over financial reporting beginning with the year ended December 31,
2009. We must continue an ongoing program to perform the system and process
evaluation and testing necessary to comply with these requirements. We expect
that this program will require us to incur expenses and to devote resources to
Section 404 compliance on an ongoing annual basis.

It is difficult for us to predict how long it will take to complete
management's assessment of the effectiveness of our internal control over
financial reporting each year and to remediate any deficiencies in our internal
control over financial reporting, if any. As a result, we may not be able to
complete the assessment and process on a timely basis each year. In the event
that our President and Principal Executive officer or independent registered
public accounting firm determines that our internal control over financial
reporting is not effective as defined under Section 404, we cannot predict how
regulators will react or how the market prices of our securities will be
affected.

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. DESCRIPTION OF PROPERTY

Since January 5, 2004, the Company has maintained its principal offices
at 100 Mill Plain Road, Danbury, Connecticut 06811. The Company is using a
portion of the premises occupied by Catalyst Financial LLC, a full service
brokerage, investment banking and consulting firm, located at 100 Mill Plain
Road, Danbury, Connecticut 06811. Steven N. Bronson, the President of the
Company, is the principal and owner of Catalyst Financial LLC. Catalyst
Financial LLC has agreed to waive the payment of any rent by the Company for use
of the offices.

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, 2007 and
December 31, 2006.

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, 2007.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

(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 ($) Low ($)
------------------ ------------ -----------
2007
First Quarter 3.00 3.00
Second Quarter 3.00 1.50
Third Quarter 1.75 1.50
Fourth Quarter 2.20 1.50

2006
First Quarter 3.00 1.75
Second Quarter 3.50 3.50
Third Quarter 4.00 4.00
Fourth Quarter 3.00 3.00

As of March 26, 2008, the bid and ask price of the Company's common
stock was $1.50 and $2.90, respectively.

(b) HOLDERS. As of March 26, 2008, the Company had approximately 655
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 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following plan of operation 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
--------------------

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.

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.

The Spin-Off of Bio-Medical
---------------------------

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.

In furtherance of the Company's investment strategy the Company opened a
brokerage account with Catalyst Financial LLC ("Catalyst"), a broker-dealer
registered with the U.S. Securities and Exchange Commission and a member in good
standing with the National Association of Securities Dealers, Inc. Catalyst is
owned and controlled by Steven N. Bronson, the Company's President. Catalyst has
agreed to charge the Company commissions of no more that $.02 per share with a
minimum of $75 per trade on securities transactions. The Board approved the
commission structure to be charged by Catalyst. Mr. Bronson abstained from
voting on all Board resolutions concerning the Company's investment strategy and
the Company's arrangements with Catalyst.

On June 1, 2007, the Company purchased 57,500 shares of Argan common
stock at an average price of $5.40 per share or $311,082. At December 31, 2007
the Company's 57,500 shares of Argan common stock were valued at $767,625.

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.

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

During the year ended December 31, 2007 ("Fiscal 07"), the Company
earned no revenues from operations and generated interest income of $6,254
compared to no revenues from operations and interest income in the amount of
$12,770 for the year ended December 31, 2006 ("Fiscal 06").

During Fiscal 07, the Company incurred expenses of $46,262, a
decrease of $107,148 compared to expenses of $153,410 for Fiscal 06. The
decrease was due primarily to non-recurring costs and expenses associated with
the redomiciling of the Company from Colorado to Nevada and the funding for the
proposed spin-off of Bio-Medical Automation, Inc., the Company's wholly- owned
subsidiary in 2006. As of December 31, 2007, the Company had investment income
of $99,984 and other comprehensive gain of $456,543 based on its investment in
securities.

For Fiscal 07, the Company incurred a net operating gain of $59,976
compared to a net operating loss of $138,988 for Fiscal 06.

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

During Fiscal 07, the Company satisfied its working capital needs from
cash on hand at the beginning of the year, investment income generated from cash
and investments and cash proceeds from the sale of common stock (see "Recent
Sales of Unregistered Securities" section, below) during the year. As of
December 31, 2007, the Company had working capital of $944,051. While this
working capital 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 or the development and the exploitation of the Patent. The
Company may need additional funds in order to complete a merger, acquisition or
business combination between the Company and a viable operating entity. The
Company or the Subsidiary may also need additional funds to finance the
development and exploitation of the Patent. 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.

The Company may need additional funds in order to develop and
commercially exploit the Patent, 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 develop and commercially exploit the Patent.

ITEM 7. FINANCIAL STATEMENTS

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-18.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 8A. CONTROLS AND PROCEDURES

Disclosure controls and procedures are controls and other procedures that
are designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange Commission's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by us in the reports that we file under the
Exchange Act is accumulated and communicated to our management, including our
president and principle executive officer, as appropriate to allow timely
decisions regarding required disclosure.

Evaluation of disclosure and 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-KSB the Company's president
and principle executive officer has concluded that the Company's disclosure
controls and procedures are designed to ensure that information required to be
disclosed by the Company in the reports that it files or submits under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms and are operating in an effective
manner.

Changes in internal controls over financial reporting
-----------------------------------------------------

Changes in internal controls over financial reporting. There were no changes
in the Company's internal controls over financial reporting or in other factors
that have materially affected, or are reasonably likely to materially affect,
the Company's internal control over financial reporting.

ITEM 8B. OTHER INFORMATION

None.

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND
CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE
EXCHANGE ACT

The following table sets forth the name, age and position of each of
our directors, executive officers and significant employees as of December 31,
2007. 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 42 Chairman, Chief Executive Officer and President
Leonard Hagan 56 Director
Kenneth Schwartz 52 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 and director
of 4net Software, Inc., a publicly traded corporation.

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:
Mallory Capital Group, LLC, Empire Asset Management Company, Inc. Fieldstone
Services Corp. and Danske Markets, Inc. Mr. Hagan is also a director of 4net
Software, Inc., a publicly traded corporation.

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, 2007, the Board of Directors
held 3 meetings. In view of the Company's lack of operations, during the year
ended December 31, 2007, the Board of Directors did not form any committees.
During the year ended December 31, 2007, 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,
2005, 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, 2007, all Section
16(a) filing requirements applicable to its officers, directors and greater than
10% beneficial owners were complied with.

ITEM 10. 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 2007 $0 0 0
2006 $0 0 0
2005 $11,912 0 100,000(2)
2004 $48,000 0 150,000(3)

----------------------
(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.

(2) On March 25, 2005, the Company issued to Mr. Bronson options to purchase
100,000 shares of the Company's common stock at the purchase price of $1.16 per
share, which was 110% percent of the closing bid price on March 25, 2005. Such
options vested immediately and were exercisable for a period of 5 years. These
options were exercised by Mr. Bronson on February 24, 2006.

(3) On March 21, 2003, the Company issued options to Steven N. Bronson to
purchase 150,000 shares of the Company's common stock at the purchase price of
$1.65 per share, which was 110% percent of the closing bid price on March 21,
2003. Such options vested immediately and were exercisable for a period of 5
years. These options were not exercised and expired on March 20, 2008.

On March 25, 2005, the Board of Directors of the Company agreed to pay
the accrued salary in the amount of $113,132 to Mr. Bronson through the issuance
of 107,745 shares of the Company's common stock at fair market value as of that
date.

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, 2007. 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 07 and Fiscal 07 Option Values

The following table contains certain information regarding stock
options exercised during and options to purchase common stock held as of
December 31, 2007, 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 0 150,000 $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, 2007, 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. The terms of such Employment Agreement include the following:

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

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth as of March 26, 2008, 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., 100 Mill Plain Road,
Danbury, Connecticut 06811.

Number of Percent
Name and Address Company Position Shares owned of class
---------------- ---------------- ------------ --------
Steven N. Bronson Chairman, CEO 912,685(2) 82.3%
and President

Kenneth Schwartz Director 32,500(3) 2.8%

Leonard Hagan Director 15,000 1.3%

All directors and executive
officers a group (3 persons) 960,185 86.4%
-----------------------------

(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 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
AND DIRECTOR INDEPENDENCE.

Steven N. Bronson is the President of Catalyst Financial LLC f/k/a
Catalyst Financial Corp. ("Catalyst"), a full service securities brokerage and
investment banking firm. Since March 25, 1999, the Company has utilized a
portion of the premises occupied by Catalyst as its executive offices. Due to
the reduced level of the Company's operations, Catalyst has, until further
notice, waived the payment of rent by the Company. No rent was paid by the
Company to Catalyst during the year ended December 31, 2007.

Steven N. Bronson is the owner and principal of Catalyst Financial LLC
("Catalyst Financial"), a full service securities brokerage, investment banking
and consulting firm. The Company entered into a Mergers and Acquisitions
Advisory Agreement, dated as of November 13, 2001, with Catalyst Financial (the
"M&A Advisory Agreement"). Pursuant to the M&A Advisory Agreement, Catalyst
Financial agreed to provide consulting services to the Company in connection
with the Company's search for 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. For the services rendered
pursuant to the M&A Advisory Agreement, Catalyst Financial is entitled to
receive a fee in the amount of five percent (5%) of the total consideration of
the specific transaction (the "M&A Fee"). The maximum amount of the M&A Fee is
$500,000 for any single transaction. The M&A Advisory Agreement expired by its
own terms in November 2005.

On March 25, 2006, the Board of Directors authorized the renewal of the
M&A Advisory Agreement for an additional three years commencing on April 1,
2006. Additionally, under the Board modified the M&A Advisory Agreement to
provide that the Company shall pay to Catalyst Financial a monthly retainer fee
in the amount of $1,000 per month commencing on April 1, 2006 and continuing
throughout the term of the M&A Advisory Agreement.

On January 31, 2006, the Board of Directors of the Company directed the
officers of the Company to amend the M&A Advisory Agreement to provide
sub-paragraph 3.(A)(entitled Monthly Fee) of the M&A Advisory Agreement shall be
amended to provided that monthly fee payable by the Company to Catalyst
Financial during the one year period from February 1, 2006 though January 31,
2007 shall be increased from $1,000 per month to $5,000 per month. Thereafter,
the Company shall pay a monthly fee in the amount of $1,000 to Catalyst
Financial on the first day of each month commencing on February 1, 2007 and
continuing through March 1, 2008. A copy of the Addendum to the M&A Advisory
Agreement is attached hereto as Exhibit 10.18 and is incorporated herein by
reference.

ITEM 13. EXHIBITS

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

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.

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.

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

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 $9,100 for 2007 and 2006.

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

None.

Tax Fees.
--------

The aggregate fees billed to the Company for professional services
rendered by accountants for tax related services is $900 for fiscal years 2007
and 2006.

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

None.

The audit committee approved the engagement of Carlin, Charron & Rosen,
LLP in the preparation of the Company's tax returns for fiscal year 2007.

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 28, 2008

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 28, 2008
of the Board of Directors
Principal Executive Officer
March 28, 2008

/s/ Leonard Hagan
---------------------------------
Leonard Hagan
Director
March 28, 2008

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
(A Development Stage Company)
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Page

Report of Independent Registered Public Accounting Firm F - 2

Consolidated Balance Sheet
December 31, 2007 F - 3

Consolidated Statements of Operations and Comprehensive Income (Loss)
Years Ended December 31, 2007 and 2006
and Cumulative Amounts from January 1, 2000 to December 31, 2007 F - 4

Consolidated Statements of Stockholders' Equity
Years Ended December 31, 2007 and 2006 and Cumulative Amounts
from January 1, 2000 to December 31, 2007 F - 5

Consolidated Statements of Cash Flows
Years Ended December 31, 2007 and 2006
and Cumulative Amounts from January 1, 2000 to December 31, 2007 F - 7

Notes to Consolidated Financial Statements F - 9

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the accompanying consolidated balance sheet of Ridgefield
Acquisition Corp. and subsidiary (the "Company") as of December 31, 2007, and
the related consolidated statements of operations and comprehensive income
(loss), stockholders' equity, and cash flows for each of the years in the
two-year period ended December 31, 2007 and for the period from January 1, 2000
to December 31, 2007. These consolidated financial statements are the
responsibility of the Company's management. 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 under 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 consolidated 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 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. and subsidiary as of December 31, 2007, and the results of
their operations and their cash flows for each of the years in the two-year
period ended December 31, 2007 and for the period from January 1, 2000 to
December 31, 2007, 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.

/s/ Carlin Charron & Rosen LLP

Glastonbury, Connecticut
March 28, 2008

F-2

RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2007

ASSETS

CURRENT ASSETS

Cash and cash equivalents $ 186,287

Investments 767,625

-----------
Total Assets $ 953,912
===========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable and accrued expenses $ 9,861
-----------

Total Current Liabilities 9,861
-----------

STOCKHOLDERS' EQUITY
Preferred stock - $.01 par value; authorized - 5,000,000 shares;
Issued and outstanding - none --
Common stock - $.001 par value; authorized - 30,000,000 shares;
Issued and outstanding - 1,140,773 shares 1,141
Capital in excess of par value 2,093,003
Accumulated deficit (947,820)
Deficit accumulated during the development stage (658,816)
Accumulated other comprehensive gain 456,543
-----------
Total Stockholders' Equity 944,051
-----------

Total Liabilities and Stockholders' Equity $ 953,912
===========

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

F-3

RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

Cumulative
Amounts from
Years Ended January 1, 2000
December 31, to December 31,
2007 2006 2007

REVENUES
Interest income $ 6,254 $ 12,770 $ 49,234
Realized gain on investments 99,984 1,652 133,258
--------- --------- ---------
Total Revenues 106,238 14,422 182,492
--------- --------- ---------

OPERATING EXPENSES
General and administrative 46,262 153,410 691,959
Employee stock options -- -- 130,625
Write-off of patent -- -- 18,724
--------- --------- ---------
Total Expenses 46,262 153,410 841,308
--------- --------- ---------

NET INCOME (LOSS) 59,976 (138,988) (658,816)
--------- --------- ---------

OTHER COMPREHENSIVE INCOME (LOSS)
Unrealized gain (loss) on investments 556,527 (3,276) 556,206
Reclassification adjustment for realized
gain/loss (99,984) (1,652) (99,663)
--------- --------- ---------
Other comprehensive income (loss) 456,543 (4,928) 456,543
--------- --------- ---------

COMPREHENSIVE INCOME (LOSS) $ 516,519 $(143,916) $(202,273)
========= ========= =========

NET INCOME (LOSS) PER COMMON SHARE
Basic $ .05 $ (0.12)
========= =========
Dilutive $ .05 $ (0.12)
========= =========

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING -
Basic 1,140,773 1,122,691
========= =========
Dilutive 1,290,773 1,122,691
========= =========

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

F-4

RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Deficit)
Accumulated Accumulated
Common Stock Capital in During Other
----------------- Excess of Note Deferred Accumulated Development Comprehensive
Shares Amount Par Value Receivable Compensation Deficit Stage Income/(Loss) Totals
------ ------ --------- ---------- ------------ ----------- ----------- ------------- ------

Balance, January 1, 2000 643,128 $ 64,313 $1,312,049 $ -- $ -- ($947,820) $ -- $ -- $428,542
======= ======== ========== ========= ========= ========= ========= ========= ========
Issuance of common stock to
officer for deferred
compensation, valued at $.75
per share 64,000 6,400 41,600 -- (48,000) -- -- -- --
Deferred compensation earned -- -- -- -- 37,000 -- -- -- 37,000
Net (loss) -- -- -- -- -- -- ($108,400) -- (108,400)
------- -------- ---------- --------- --------- --------- --------- --------- --------
Balance, December 31, 2000 707,128 $ 70,713 $1,353,649 -- (11,000) (947,820) (108,400) -- 357,142
======= ======== ========== ========= ========= ========= ========= ========= ========
Issuance of common stock to
officerfor deferred
compensation, valued at $1.25
per share 38,400 3,840 44,160 -- (48,000) -- -- -- --
Deferred compensation earned -- -- -- -- 48,000 -- -- -- 48,000

Issuance of common stock for
services, valued at $1.82
per share 10,000 1,000 17,200 -- -- -- -- -- 18,200
Exercise of common stock
warrants for cash at $.75
per share 7,500 750 4,875 -- -- -- -- -- 5,625
Exercise of common stock
warrants at $1.00 per share 50,000 5,000 45,000 (50,000) -- -- -- -- --
Net (loss) -- -- -- -- -- -- (92,773) -- 92,773
------- -------- ---------- --------- --------- --------- --------- --------- --------
Balance, December 31, 2001 813,028 81,303 1,464,884 (50,000) (11,000) (947,820) (201,173) -- 336,194
======= ======== ========== ========= ========= ========= ========= ========= ========
Deferred compensation earned -- -- -- -- 11,000 -- -- -- 11,000
Repayment of note receivable -- -- -- 50,000 -- -- -- -- 50,000
Stock options issued as
compensation -- -- 130,625 -- -- -- -- -- 130,625
Net (loss) -- -- -- -- -- -- (204,136) -- (204,136)
------- -------- ---------- --------- --------- --------- --------- --------- --------
Balance, December 31, 2002 813,028 $ 81,303 $1,595,509 -- -- ($947,820) ($405,309) -- $323,683
======= ======== ========== ========= ========= ========= ========= ========= ========
Other Comprehensive
Income/Loss
Changes in unrealized
gain/loss -- -- -- -- -- -- -- (2,095) (2,095)
Net Loss -- -- -- -- -- -- (86,787) -- (86,787)
------- -------- ---------- --------- --------- --------- --------- --------- --------
Balance, December 31, 2003 813,028 $ 81,303 $1,595,509 -- -- ($947,820) ($492,096) ($2,095) 234,801
======= ======== ========== ========= ========= ========= ========= ========= ========

F-5

RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (continued)

Accumulated Accumulated
Common Stock Capital in During Other
----------------- Excess of Note Deferred Accumulated Development Comprehensive
Shares Amount Par Value Receivable Compensation Deficit Stage Income/(Loss) Totals
------ ------ --------- ---------- ------------ ----------- ----------- ------------- ------

Balance, December 31, 2003 813,028 $ 81,303 $1,595,509 -- -- ($947,820) ($492,096) ($2,095) 234,801
========= ======== ========== ========= ========= ========= ========= ========= ========

Other Comprehensive
Income/Loss
Changes in unrealized
gain/loss -- -- -- -- -- -- -- 6,092 6,092
Net Loss -- -- -- -- -- -- (48,260) -- (48,260)
--------- -------- ---------- --------- --------- --------- --------- --------- --------

Balance, December 31, 2004 813,028 $ 81,303 $1,595,509 -- -- ($947,820) ($540,356) $3,997 $192,633
========= ======== ========== ========= ========= ========= ========= ========= ========
Issuance of Common Stock 207,745 20,774 257,358 -- -- -- -- -- 278,132
Other Comprehensive
Income/Loss
Changes in unrealized
gain/loss -- -- -- -- -- -- -- 931 931
Net Loss -- -- -- -- -- -- (39,448) -- (39,448)
--------- -------- ---------- --------- --------- --------- --------- --------- --------

Balance, December 31, 2005 1,020,773 $102,077 $1,852,867 -- -- ($947,820) ($579,804) $4,928 $432,248
========= ======== ========== ========= ========= ========= ========= ========= ========

Issuance of Common Stock
- stock options exercised 120,000 12,000 127,200 -- -- -- -- -- 139,200
Change in Par Value -- (112,936) 112,936 -- -- -- -- -- --
Other Comprehensive
Income/Loss
Changes in unrealized
gain/loss -- -- -- -- -- -- -- (4,928) (4,928)
Net Loss -- -- -- -- -- -- (138,988) -- (138,988)
--------- -------- ---------- --------- --------- --------- --------- --------- --------

Balance, December 31, 2006 1,140,773 $ 1,141 $2,093,003 -- -- ($947,820) ($718,792) -- $427,532
========= ======== ========== ========= ========= ========= ========= ========= ========
Other Comprehensive
Income
Changes in unrealized
Gain -- -- -- -- -- -- -- 456,543 456,543
Net Income -- -- -- -- -- -- 59,976 -- 59,976
--------- -------- ---------- --------- --------- --------- --------- --------- --------

Balance, December 31, 2007 1,140,773 $ 1,141 $2,093,003 -- -- ($947,820) ($658,816) $456,543 $944,051
========= ======== ========== ========= ========= ========= ========= ========= ========

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

F-6

RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS

Cumulative
Amounts from
Years Ended January 1, 2000 to
December 31, December 31,
2007 2006 2007

CASH FLOWS FROM OPERATING ACTIVITES
Net income (loss) $ 59,976 $(138,988) $(658,816)
Adjustments to reconcile net income (loss)
to net cash used in operating activities:
Stock issuance for salary -- -- 107,912
Stock issuance for professional services -- -- 18,200
Stock options compensation -- -- 130,625
Realized gain on investments (99,984) (1,652) (133,257)
Write-off of patent -- -- 18,724

Changes in assets and liabilities
Decrease in note and interest receivable -- -- 50,000
Increase/(decrease) in accounts payable and accrued expenses 2,226 (395) 95,688
--------- --------- ---------

Net cash used in operating activities (37,782) (141,035) (370,924)
--------- --------- ---------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of investments (523,582) -- (1,174,445)
Proceeds from sales of investments 312,484 61,224 996,620
--------- --------- ---------

Net cash (used in) provided by investing activities (211,098) 61,224 (177,825)
--------- --------- ---------

CASH FLOWS FROM FINANCING ACTIVITIES
Exercise of common stock warrants -- -- 5,625
Issuance of common stock -- 139,200 304,200
--------- --------- ---------
Net cash provided by financing activities -- 139,200 309,825
--------- --------- ---------

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (248,880) 59,389 (238,924)

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 435,167 375,778 425,211
--------- --------- ---------

CASH AND CASH EQUIVALENTS, END OF YEAR $ 186,287 $ 435,167 $ 186,287
========= ========= =========

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

F-7

RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
YEARS ENDED DECEMBER 31, 2007 AND 2006 AND
CUMULATIVE AMOUNTS FROM JANUARY 1, 2000 TO DECEMBER 31, 2007

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

During the year ended December 31, 2002, the Company charged to equity the
$130,625 value of employee stock options issued to the Company's President.

During the year ended December 31, 2005, the Company satisfied its obligations
to pay the President's accrued salary included in accounts payable and accrued
expenses of $101,220 through the issuance of shares of the Company's common
stock.

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

F-8

RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

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. The Company had been engaged in the design, manufacture
and marketing of robotic workstations for the electronics industry,
including routing and depaneling workstations predominately to entities
in North America and the Pacific Rim. In November 1998, the Company
entered into an Asset Purchase Agreement (the "JOT Agreement") with JOT
Automation, Inc. (JOT) a wholly-owned Texas subsidiary of JOT
Automation Group OYJ, a Finnish corporation. Pursuant to the agreement,
the Company sold JOT all of its assets relating to its depaneling and
routing business in exchange for $920,000 and the assumption of the
operating liabilities related to the Company's business assets. The
sale was completed on March 9, 1999.

Subsequent to the sale to JOT, the Company's sole continuing operation
was the continuation of research and development activities on a
prototype micro-robotic device to manipulate organ tissues on an
extremely small scale. The Company had filed for a patent application
for the device. As of December 31, 1999, the Company's research and
development activities for the device were suspended, pending
assessment of the economic benefit of continuing research and
development activities or sale of the patent, as well as assessment of
other corporate opportunities. In June 2000, the Company determined not
to pursue further development or sale of the proto-type device and has
written-off the associated patent costs.

On April 18, 2006, the Board of Directors of the Company voted to hold
a special meeting of stockholders to change the domicile of the Company
from the State Colorado to the State of Nevada (the "Reincorporation").
At the special meeting, held on June 16, 2006, the shareholders voted
to approve the Reincorporation. Furthermore, as a result of the plan 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 June 28, 2006, the Company filed a Statement of Merger with
the Secretary of State of the State of Colorado, which effectively
dissolved the Company's existence as a Colorado corporation. The
changes in the Company's par value of common stock has been recorded as
a decrease to common stock and a corresponding increase to capital in
excess of par value totaling $112,936.

On January 31, 2006, the Board of Directors of the Company directed the
officers of the Company to take and approve certain corporate action
with respect to the Company's wholly owned subsidiary Bio-Medical
Automation, Inc., a Nevada corporation (the "Subsidiary"). Those
actions included the appointment of Steven N. Bronson, Alan Rosenberg
and Louis Meade to be on the Board of Directors of the Subsidiary for a
term of one year or until their successor is appointed and duly
qualified, the appointment of Steven N. Bronson as the president,
treasurer and secretary of the Subsidiary, the opening of a bank
account at Bank of America or some other banking institution for the
Subsidiary and the ratification of the bylaws of the Subsidiary in the
form that was presented to the Board. Additionally, the Board of
Directors authorized the officers of the Company to deposit $50,000 of
the Company's assets in the Subsidiary's bank account. The Company took
the foregoing action to further its plans to exploit the Patent owned
by the Subsidiary. Additionally, in furtherance of the Company's plan
to exploit the Patent, the Board of Directors of the Company authorized
the spin off of the Subsidiary to the Company's shareholders on a pro
rata basis, so that the Subsidiary may be better able to exploit the
Patent, by among other things being able to attract financing (See
Note 5).

Commencing January 1, 2000, the Company is considered a development
stage company as defined by Statement of Financial Accounting Standards
(SFAS) No.7, as it has no principal operations nor revenue from any
source.

F-9

RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements of Ridgefield Acquisition Corp.
include the accounts of Bio-Medical Automation, Inc., its wholly-owned
subsidiary. All inter-company transactions have been eliminated in
consolidation.

The accompanying financials statements as of December 31, 2007 and 2006
and the years then ended include the accounts of the Company and its
wholly owned subsidiary. All inter-company accounts and transactions
have been eliminated in consolidation.

The Company has accumulated a deficit since reentering the development
stage of $658,816 through December 31, 2007. In 1999, the Company sold
all of its assets relating to its historical line of business and in
2000 abandoned its research and development efforts on a micro-robotic
device. As of December 31, 2007, 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.

INCOME TAXES

The Company has adopted the provisions of SFAS 109, "Accounting for
Income Taxes". SFAS 109 requires recognition of deferred tax
liabilities and assets for the expected future tax consequences of
events that have been included in the financial statements or tax
returns. Under this method, the deferred tax liabilities and assets are
determined based on the difference between the financial statement and
tax basis of assets and liabilities using enacted tax rates in effect
for the year in which the differences are expected to reverse.

INCOME (LOSS) 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
loss per share for 2006 since the inclusion of potentially dilutive
convertible equity instruments would be anti-dilutive.

CASH EQUIVALENTS

For purposes of reporting cash flows, the Company considers as cash
equivalents all highly liquid investments with a maturity of three
months or less at the time of purchase.

OTHER COMPREHENSIVE INCOME (LOSS)

The Company accounts for its marketable securities in accordance with
SFAS No. 130, "Reporting Comprehensive Income." This statement requires
that financial statements report unrealized holding gains on marketable
securities as a component of other comprehensive income (loss).

F-10

RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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.

STOCK BASED COMPENSATION

The Company grants stock options for a fixed number of shares to
employees and directors with an exercise price equal to the fair value
at the date of grant. Effective January 1, 2006, the Company adopted
the provisions of Statement of Financial Accounting Standards No.
123(R) "Share-Based Payment," ("SFAS No. 123(R)"), which establishes
accounting for equity instruments exchanged for employee services.
Under the provisions of SFAS No. 123(R), share-based compensation cost
is measured at the grant date, based on the fair value of the award,
and is recognized as an expense over the employee's requisite service
period (generally the vesting period of the equity grant). Prior to
January 1, 2006, the Company accounted for share-based compensation to
employees in accordance with Accounting Principles Board Opinion No.
25, "Accounting for Stock Issued to Employees," and related
interpretations. The Company also followed the disclosure requirements
of Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation" ("SFAS No. 123"). The Company elected to
adopt the modified prospective transition method as provided by SFAS
No. 123(R) and, accordingly, financial statement amounts for the prior
periods presented in this Form 10-KSB have not been restated to reflect
the fair value method of expensing share-based compensation. The
Company's adoption of SFAS No. 123(R) had no impact on its financial
position and results of operations because all of the Company's
outstanding stock options are fully vested.

PATENT COSTS

The Company had applied for a patent from the U.S. Patent Office for a
micro-robotic device under development. The costs associated with
obtaining this patent were capitalized and were to be amortized over
the life of the patent. The patent was the Company's sole asset of
continuing operations. In 1999, the Company incurred research and
development costs associated with development of the micro-robotic
device underlying the patent and had, as of December 31, 1999,
continued to assess the economic benefit of continuing research and
development activities or sale of the patent.

In February 2000, the Company entered into an agreement with a
shareholder which resulted in a change in control of the Company. The
agreement specified that the Company owns certain intellectual property
consisting of the patent application and a related Technology License
Agreement. In June 2000, the Company decided not to pursue further
research and development or sale of the patent and wrote off the
capitalized costs. In 2002, the Company received its patent for the
micro-robotic device from the U.S. Patent Office.

F-11

RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

FAIR VALUE

The carrying amount reported in the balance sheet for cash and cash
equivalents, accounts payable and accrued expenses approximates fair
value because of the immediate or short-term nature of these financial
instruments. Investments are carried at fair value which is determined
using quoted market prices.

CONCENTRATIONS OF CREDIT RISK

Financial instruments which potentially subject the Company to
concentrations of credit risk consist principally of cash and cash
equivalents and investments. The Company maintains cash and cash
equivalents accounts at two financial institutions. The Company
periodically evaluates the credit worthiness of financial institutions,
and maintains cash accounts only in large high quality financial
institutions, thereby minimizing exposure for deposits in excess of
federally insured amounts. The investments are concentrated in one
company stock at December 31, 2007, which are subject to risks of the
market as a whole.

NEW ACCOUNTING STANDARDS

In February 2007, the FASB issued Statement of Financial Accounting
Standards No. 159, "The Fair Value Option for Financial Assets and
Financial Liabilities - Including an Amendment of FASB Statement No.
115" which is effective for fiscal years beginning after November 15,
2007. This statement permits an entity to choose to measure many
financial instruments and certain other items at fair value at
specified election dates. Subsequent unrealized gains and losses on
items for which the fair value option has been elected will be reported
in earnings. We are currently evaluating the potential impact of this
statement.

In December 2007, the FASB issued SFAS No. 141 (revised 2007),
"Business Combinations" (SFAS 141(R)), which replaces SFAS 141,
"Business Combinations." SFAS 141(R) retains the underlying concerpts
of SFAS 141 in that all business combinations are still required to be
accounted for at fair value under the acquisition method of accounting
but SFAS 141(R) changed the method of applying the acquisition method
in a number of significant aspects. Acquisition costs will generally be
expensed as incurred; non-controlling interests will be valued at fair
value at the acquisition date; in-process research and development will
be recorded at fair value as an indefinite-lived intangible asset at
the acquisition date; restructuring costs associated with a business
combination will generally be expensed subsequent to the acquisition
date; and changes in deferred tax asset valuation allowances and income
tax uncertainties after the acquisition date generally will affect
income tax expense. SFAS 141(R) is effective on a prospective bases for
all business combinations for which the acquisition date is on or after
the beginning of the first annual period subsequent to December 15,
2008, with the exception of the accounting for valuation allowances on
deferred taxes and acquired tax contingencies. SFAS 141(R) amend SFAS
109 such that adjustments made to valuation allowances on deferred
taxes and acquired tax contingencies associated with acquisitions that
closed prior to the effective date of SFAS 141(R) would also apply the
provisions of SFAS 141(R). Early adoption is not permitted.

F- 12

RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NEW ACCOUNTING STANDARDS (continued)

In December 2007, the FASB issued Financial Accounting Standards No.
160, "Non-controlling Interests in Consolidated Financial Statements -
an amendment of ARB No. 51." This statement is effective for fiscal
years, and interim periods within those fiscal years, beginning on or
after December 15, 2008, with earlier adoption prohibited. This
statement requires the recognition of a non-controlling interest
(minority interest) as equity in the consolidated financial statements
and separate for the parent's equity. The amount of net income
attributable to the non-controlling interest will be included in
consolidated net income on the face of the income statement. It also
amends certain of ARB No. 51's consolidation procedures for consistency
with the requirements of SFAS 141(R). The statement also includes
expanded disclosure requirements regarding the interests of the parent
and its non-controlling interest. This new statement will not have a
significant impact on the Company's financial statements.

In December 2007, the Emerging Issues Task Force (EITF) issued Issue
No. 07-1, "Accounting for Collaborative Arrangements." This Issue is
effective for financial statements issued for fiscal years beginning
after December 15, 2008, and interim periods within those fiscal years,
and shall be applied retrospectively to all prior periods presented for
all collaborative arrangements existing as of the effective date. This
Issue requires that transactions with third parties (i.e., revenue
generated and costs incurred by the partners) should be reported in the
appropriate line item in each company's financial statement pursuant to
the guidance in EITF Issue No. 99-19, "Reporting Revenue Gross as a
Principal versus Net as an Agent." This Issue also includes enhanced
disclosure requirements regarding the nature and purpose of the
arrangement, rights and obligations under the arrangement, accounting
policy, amount and income statement classification of collaboration
transactions between the parties. We are currently evaluating this new
Issue and anticipate that the Issue will not have a significant impact
on the consolidated financial statements.

In September 2006, the FSAB issued SFAS No. 157 "Fair Value
Measurements," which provides a definition of fair value, establishes a
framework for measuring fair value and requires expanded disclosures
about fair value measurements. The measurement and disclosure
requirements, which are applied prospectively, are effective for the
Company beginning in the first quarter of 2008. Management is assessing
the potential impact on the Company's financial condition and results
of operations.

In June 2006, the FASB issued FASB Interpretation No. 48, "Accounting
for Uncertainty in Income Taxes - an interpretation of FASB Statement
No. 109" ("SFAS No. 109"). The interpretation contains a two step
approach to recognizing and measuring uncertain tax positions accounted
for in accordance with SFAS No. 109. The first step is to evaluate the
tax position for recognition by determining if the weight of available
evidence indicates it is more likely than not that the position will be
sustained on audit, including resolution of related appeals or
litigation processes, if any. The second step is to measure the tax
benefit as the largest amount which is more than 50% likely of being
realized upon ultimate settlement. The provisions were effective for
the Company beginning in the first quarter of 2007. Adoption of this
statement did not have a material impact on the Company's consolidated
financial statements.

F- 13

RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 - BASIS OF ACCOUNTING / GOING CONCERN

The accompanying consolidated financial statements have been prepared
on the basis of accounting principles applicable to a going concern
which contemplates the realization of assets and extinguishment of
liabilities in the normal course of business. As shown in the
accompanying consolidated financial statements, the Company has
accumulated a deficit of $947,820 through December 31, 1999 and has
incurred a deficit since re- entering the development stage, effective
January 1, 2000, of $658,816. As discussed in Note 1, the Company, in
1999, sold all of its assets relating to its historical line of
business and abandoned, in 2000, its efforts in the research and
development of a micro-robotic device. As of December 31, 2007, the
Company has no principal operations or revenue producing activities.

These factors indicate that the Company may be unable to continue in
existence. The Company's financial statements do not include any
adjustments related to the carrying value of assets or the amount and
classification of liabilities that might be necessary should the
Company be unable to continue in existence. The Company's ability to
establish itself as a going concern is dependent on its ability to
merge with another entity or acquire revenue producing activities.

NOTE 3 - INVESTMENTS

Investments are classified as available-for-sale according to the
provisions of Financial Accounting Standards Board Statement No. 115,
"Accounting for Certain Investments in Debt and 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. On June 1, 2007, the Company purchased 57,500 shares
of Argan, Inc., a publicly traded holding company, at a price of $5.40
per share or $311,082. These investments had a fair market value of
$767,625 and cumulative unrealized gains of $456,543 at December 31,
2007.

On April 26, 2007, the Company sold all of its investment (50,000
shares) in Argan, Inc., a publicly traded holding company at an average
price of $6.26 for proceeds of approximately $313,000.

NOTE 4 - STOCKHOLDERS' EQUITY

COMMON STOCK

Common shares issued for non-cash consideration are valued at the
trading price of the Company's common stock as of the date the shares
are approved for issuance.

On December 8, 2005, the Company entered into a stock purchase
agreement(the "Agreement") with RAM Capital Management Trust I ("RAM
Capital"). Pursuant to the Agreement, the Company agreed to sell RAM
Capital 100,000 restricted shares of the Company's common stock, $.10
par value (the "Shares"), at a purchase price of $1.65 per share. On
December 22, 2005, the Company received RAM Capital's check in the
amount of $165,000 as payment of the purchase price for the shares
pursuant to the Agreement (also see Note 5).

F-14

RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 - STOCKHOLDERS' EQUITY (CONTINUED)

OPTIONS

On March 25, 2005,the Company issued to Mr. Bronson an option to
purchase 100,000 shares of the Company's common stock at the purchase
price of $1.16, which was 110% percent of the closing bid price on
March 25, 2005 and such option was exercisable for a period of 5 years.
On February 24, 2006, Mr. Bronson exercised his option to purchase
100,000 shares of the Company's common stock at the purchase price of
$1.16. On March 25, 2005, the Company issued options to Leonard Hagan
and Kenneth Schwartz to purchase 10,000 shares of the Company's common
stock at the purchase price of $1.16, which was 110% percent of the
closing bid price on March 25, 2005, for services rendered to the
Company. Such options are exercisable for a period of 5 years
commencing on March 25, 2005. On February 24, 2006, Messrs: Hagan and
Schwartz each exercised their option to purchase 10,000 shares of the
Company's common stock at the purchase price of $1.16. In 2003, the
Company issued an option to Steven N. Bronson to purchase 150,000
shares of the Company's common stock at the purchase price of $1.65,
which was 110% percent of the closing bid price on March 21, 2003 and
such option is exercisable for a period of 5 years.

The status of outstanding options granted by the Company is as follows:

No. Weighted Avg.
of Exercise
Shares Price

Options Outstanding - December 31, 2003 150,000 1.65
(150,000 exercisable) -------

Options Granted in 2004 - - -

Options Exercised in 2004 - - -

Options Forfeited in 2004 - - -
-------

Options Outstanding - December 31, 2004 150,000 1.65
(150,000 exercisable) -------

Options Granted in 2005 - 120,000 1.16

Options Exercised in 2005 - - -

Options Forfeited in 2005 - - -
-------

Options Outstanding - December 31, 2005 270,000 1.43
(270,000 exercisable) -------

Options Granted in 2006 - - -

Options Exercised in 2006 - (120,000) 1.16

Options Forfeited in 2006 - - -
-------

Options Outstanding - December 31, 2006 150,000 1.65
(150,000 exercisable) -------

F-15

RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 - STOCKHOLDERS' EQUITY (CONTINUED)

OPTIONS

Options Granted in 2007 - - -

Options Exercised in 2007 - - -

Options Forfeited in 2007 - - -
-------

Options Outstanding - December 31, 2007 150,000 1.65
(150,000 exercisable) -------

At December 31, 2007, the number of options exercisable was 150,000,
the weighted average exercise price of these options was $1.65, and the
weighted average remaining contractual life of the options was 0.25
years.

At December 31, 2006, the number of options exercisable was 150,000,
the weighted average exercise price of these options was $1.65, and the
weighted average remaining contractual life of the options was 1.25
years.

Subsequent Event

The 150,000 options were not exercised and expired on March 20, 2008.

NOTE 5 - INCOME TAXES

At December 31, 2007, the Company has Federal net operating loss
carryforwards totaling approximately $1,100,000, that may be offset
against future taxable income ratably through 2027. Due to the change
in control of the Company in March 2000, the Company's ability to
realize the tax benefits from the net operating losses and research and
development credits prior to that date may be significantly limited.

The Company has fully reserved the tax benefits of these operating
losses and credits because the likelihood of realization of the tax
benefits cannot be determined. These carryforwards and credits are
subject to review by the Internal Revenue Service. The approximately
$410,000 tax benefit of the loss carryforward has been offset by a
valuation allowance of the same amount. Therefore, there is no current
or deferred tax expense for the years ended December 31, 2007 and 2006.

Temporary differences between the time of reporting certain items for
financial and tax reporting purposes are not considered significant by
management of the Company.

NOTE 6 - Spin-Off of Subsidiary

On April 18, 2006, the Board of Directors of the Company also voted to
authorize the spin-off of 100% of the Company's wholly-owned subsidiary
Bio-Medical Automation, Inc. to the Company's shareholders as of April
28, 2006 on a pro rata basis (the "Spin-Off").

F-16

RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 - Spin-Off of Subsidiary (continued)

To consummate the Spin-Off, the Company planned to distribute all of
the issued and outstanding shares of Bio-Medical Automation, Inc.,
which were currently held by the Company, as a stock dividend to the
shareholders of the Company. Each shareholder of the Company would have
received one (1) share of Bio-Medical Automation, Inc. for each one (1)
share of the Company owned by such shareholder as of April 28, 2006.
The Spin-Off did not require the approval of the Company's
shareholders. The shares of Bio-Medical Automation, Inc. that would
have issued to the shareholders of the Company in the Spin-Off would
have been restricted securities and they would not have been able to be
sold unless they were registered under the Securities Act of 1933 or
the Securities Exchange Act of 1934 ("Exchange Act") or subject to an
available exemption thereunder. Prior to the Spin-Off, the Company had
planned to mail to its shareholders of record as of April 28, 2006, all
of the information called for by Regulation 14C under the Exchange Act.
In conjunction with the Spin-Off Bio-Medical Automation, Inc. would
have filed a registration statement on Form 10-SB to register all of
the issued and outstanding shares of Bio-Medical Automation, Inc. under
the Exchange Act.

NOTE 7 - RELATED PARTY TRANSACTIONS

In November 2001, the Company entered into a Mergers and Acquisitions
Advisory Agreement with Catalyst Financial LLC ("Catalyst"), an entity
whose owner and principal is the President of the Company. Under the
terms of the agreement, Catalyst will earn a fee, as outlined in the
agreement, in the event the Company completes a merger. The agreement
is for a three year period, terminating November, 2004. On March 25,
2005, the Board of Directors approved the renewal of the Mergers and
Acquisitions Advisory Agreement (the "M&A Advisory Agreement") between
the Company and Catalyst Financial LLC ("Catalyst") for a period of
three (3) years commencing on April 1, 2005 and modified the M&A
Advisory Agreement to provide that Catalyst shall receive a monthly
retainer fee in the amount of $1,000 commencing on April 1, 2005 and
continuing throughout the term of the M&A Advisory Agreement

On January 31, 2006, the Board of Directors of the Company directed the
officers of the Company to amend the M&A Advisory Agreement to provide
sub-paragraph 3.(A)(entitled Monthly Fee) of the M&A Advisory Agreement
shall be amended to provided that monthly fee payable by the Company to
Catalyst Financial during the one year period from February 1, 2006
through January 31, 2007 shall be increased from $1,000 per month to
$5,000 per month. Thereafter, the Company shall pay a monthly fee in
the amount of $1,000 to Catalyst Financial on the first day of each
month commencing on February 1, 2007 and continuing through March 1,
2008. The M&A Advisory Agreement terminates on March 31, 2008.

The President's employment agreement is renewable annually for one year
at an annual salary of $48,000. During 2003, the President was granted
options to purchase 150,000 shares of the Company's common stock at an
exercise price of 110% of the closing market price as of the date of
grant, for a period of five years. The options were not exercised and
expired on March 20, 2008. On March 25, 2005, the Board of Directors
renewed the President's employment agreement through March 23, 2006
with the modification that the President will no longer receive an
annual salary. The Board also agreed to pay the President's accrued
salary of $113,132 through the issuance of 107,745 shares at fair value
of the Company's common stock as of that date.

F-17

RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 - RELATED PARTY TRANSACTIONS (continued)

On March 25, 2005, the Company issued options to purchase 10,000 shares
of the Company's common stock at the purchase price of $1.16 per share,
which was 110% percent of the closing bid price on March 25, 2005, to
Leonard Hagan one of the Company's independent directors, for his
services to the Company. On March 25, 2005, the Company issued options
to purchase 10,000 shares of the Company's common stock at the purchase
price of $1.16 per share, which was 110% percent of the closing bid
price on March 25, 2005, to Kenneth Schwartz one of the Company's
independent directors, for his services to the Company. Such options
are exercisable for a period of 5 years commencing on March 25, 2005.
On March 25, 2005, the Company issued to Steven N. Bronson, the
Company's President, options to purchase 100,000 shares of the
Company's common stock at the purchase price of $1.16 per share, which
was 110% percent of the closing bid price on March 25, 2005. All of the
above described options are exercisable for a period of 5 years and
resulted in no expense to the Company.

On February 24, 2006, Steven N. Bronson, the Company's Chairman and
President exercised options to purchase 100,000 shares of the Company's
common stock at the purchase price of $1.16 per share. Based on this
exercise the Company received proceeds of $116,000.

On February 24, 2006, Leonard Hagan, a director of the Company
exercised options to purchase 10,000 shares of the Company's common
stock at the purchase price of $1.16 per share. Based on this exercise
the Company received proceeds of $11,600.

On February 24, 2006, Kenneth Schwartz, a director of the Company
exercised options to purchase 10,000 shares of the Company's common
stock at the purchase price of $1.16 per share. Based on this exercise
the Company received proceeds of $11,600.

The Company used a portion of the premises occupied by Catalyst
Financial LLC, a full service brokerage, investment banking and
consulting firm, as its principal office in 2007 and 2006. Steven N.
Bronson, the President of the Company, is the principal and owner of
Catalyst Financial LLC. The Company did not pay any rent to Catalyst
Financial LLC for the use of the offices in 2007 and 2006. Catalyst
Financial LLC has agreed to waive the payment of any rent by the
Company for use of the offices.

NOTE 8 - SEGMENT REPORTING

In June 1997, SFAS 131, "Disclosure about Segments of an Enterprise and
Related Information" was issued, which amends the requirements for a
public enterprise to report financial and descriptive information about
its reportable operating segments. Operating segments, as defined in
the pronouncement, are components of an enterprise about which separate
financial information is available that is evaluated regularly by the
Company in deciding how to allocate resources and in assessing
performance. The financial information is required to be reported on
the basis that is used internally for evaluating segment performance
and deciding how to allocate resources to segments. The Company has no
reportable segments at December 31, 2007 and 2006.

F-18