UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                   FORM 10-QSB


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

       For the quarterly period ended March 31, 2006.

       OR

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

       For the transition period from                    to
                                      ------------------    ------------------


                         Commission File No. -- 0-16335


                          Ridgefield Acquisition Corp.
        -----------------------------------------------------------------
        (Exact Name of Small Business Issuer as Specified in its Charter)


          Colorado                                            84-0922701
-------------------------------                         ---------------------
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                          Identification Number)




                 100 Mill Plain Road, Danbury, Connecticut 06811
            ---------------------------------------------------------
                    (Address of Principal Executive Offices)


                                 (203) 791-3871
            ---------------------------------------------------------
              (Issuer's Telephone Number, including area code)


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
                                                              -----     -----

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

                                                          Yes   X    No
                                                              -----     -----

As of May 9, 2006, the Registrant had outstanding 1,140,773 shares of common
stock, par value $.10

Transitional Small Business Disclosure Format (check one):
Yes        No   X
    -----     -----

<PAGE>

                          RIDGEFIELD ACQUISITION CORP.
                          (A Development Stage Company)
                                   FORM 10-QSB



                                                                            Page

PART I - FINANCIAL INFORMATION                                                3

Item 1.  Financial Statements                                                 3

         Consolidated Balance Sheets as of March 31, 2006
                  (unaudited) and December 31, 2005 (audited)                 3

         Consolidated Statements of Operations and
                  Comprehensive Loss for the Three Months Ended
                  March 31, 2006 and 2005, Cumulative Amounts from
                  January 1, 2000 through March 31, 2006 (unaudited)          4

         Consolidated Statements of Cash Flows for the Three Months
                  Ended March 31, 2006 and 2005, Cumulative Amounts
                  from January 1, 2000 through March 31, 2006 (unaudited)     5

         Notes to Consolidated Financial Statements                           6


Item 2.  Management Discussion and Analysis and Plan of Operations            9

Item 3.  Controls and Procedures                                             13


PART II - OTHER INFORMATION                                                  14

Item 1.  Legal Proceedings                                                   14

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds         14

Item 5.  Other Information                                                   14

Item 6.  Exhibits & Reports on Form 8-K                                      17

SIGNATURES                                                                   18

                                        2
<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.


                   RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
                          (A Development Stage Company)
                           CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                   March 31, 2006  Dec. 31, 2005

                                                                     (Unaudited)     (Audited)
<S>                                                                  <C>            <C>
                                        ASSETS
CURRENT ASSETS
    Cash and cash equivalents                                        $   558,104    $   375,778

    Investments                                                      $        --    $    64,500
                                                                     -----------    -----------

TOTAL ASSETS                                                         $   558,104    $   440,278
                                                                     ===========    ===========


                          LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
    Accounts payable and accrued expenses                            $     8,200    $     8,030
                                                                     -----------    -----------
TOTAL CURRENT LIABILITIES                                                  8,200          8,030
                                                                     -----------    -----------


STOCKHOLDERS' EQUITY
    Preferred Stock, $.10 par value; authorized - 1,000,000 shares
           Issued - none                                                      --             --
    Common Stock, $.10 par value; authorized - 5,000,000 shares
           Issued and outstanding - 1,140,773 and 1,020,773 shares
            as of March 31, 2006 and December 31, 2005, respectively     114,077        102,077
    Capital in excess of par value                                     1,980,067      1,852,867
    Accumulated deficit                                                 (947,820)      (947,820)
    Deficit accumulated during the development stage                    (596,420)      (579,804)
    Accumulated other comprehensive gain                                      --          4,928
                                                                     -----------    -----------

TOTAL STOCKHOLDERS' EQUITY                                               549,904        432,248
                                                                     -----------    -----------

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                             $   558,104    $   440,278
                                                                     ===========    ===========
</TABLE>
          See accompanying notes to consolidated financial statements.

                                        3
<PAGE>

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

<TABLE>
<CAPTION>
                                              Three Months Ended     Cumulative Amounts
                                                   March 31,        from January 1, 2000
                                              2006           2005  through March 31, 2006
<S>                                        <C>            <C>            <C>
REVENUES
        Interest income                    $   2,533      $     892      $  32,743
        Realized gain on investments           1,652             --         33,274
                                           ---------      ---------      ---------
TOTAL REVENUES                                 4,185            892         66,017
                                           ---------      ---------      ---------
OPERATING EXPENSES

         General and administrative           20,801         17,811        513,088
         Employee stock options                   --             --        130,625
         Write off of patent                      --             --         18,724
                                           ---------      ---------      ---------
TOTAL EXPENSES                                20,801         17,811        662,437
                                           ---------      ---------      ---------

NET LOSS                                     (16,616)       (16,919)      (596,420)

OTHER COMPREHENSIVE GAIN/(LOSS)
     Unrealized gain/(loss)on securities      (3,276)           200           (321)
     Reclassification adjustment
       for realized gain/loss                 (1,652)            --            321
                                           ---------      ---------      ---------
OTHER COMPREHENSIVE GAIN/(LOSS)               (4,928)           200             --
                                           ---------      ---------      ---------

COMPREHENSIVE LOSS                         $ (21,544)     $ (16,719)     $(596,420)
                                           =========      =========      =========

NET LOSS PER COMMON SHARE
          Basic and Dilutive               $   (0.02)     $   (0.02)     $   (0.65)
                                           =========      =========      =========


WEIGHTED AVERAGE NUMBER OF COMMON
          SHARES OUTSTANDING
          Basic and Dilutive               1,060,773        822,605        909,468
                                           =========      =========      =========
</TABLE>
           See accompanying notes to consolidated financial statements

                                        4
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                            Cumulative
                                                                   Three Months Ended      Amounts from
                                                                        March 31,         January 1, 2000
                                                                                         through March 31,
                                                                   2006           2005         2006
<S>                                                            <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
        Net loss                                               $ (16,616)     $ (16,919)     $(596,420)
             Adjustment to reconcile net loss to net cash
               used in operating activities
             Stock issuance for salary                                --         113,132       107,912
             Stock issued for professional services                   --             --         18,200
             Stock options compensation                               --             --        130,625
             Write-off of patent                                      --             --         18,724
             Realized gain on investments                         (1,652)            --        (33,274)
        Changes in assets and liabilities
             Decrease in note and interest receivable                 --             --         50,000
            Increase/(decrease) in accounts payable
                  and accrued expenses                               167        (97,122)        94,025
                                                               ---------      ---------      ---------

        Net Cash Used in Operating Activities                    (18,101)          (909)      (210,208)

CASH FLOWS FROM INVESTING ACTIVITIES
            Purchases of investments                                  --        (56,900)      (650,863)
            Proceeds from sale of investments                     61,227             --        684,139
                                                               ---------      ---------      ---------

        Net Cash Provided by (Used in) Investing Activities       61,227        (56,900)        33,276
                                                               ---------      ---------      ---------
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 INCREASE (DECREASE) IN CASH                                  182,326        (57,809)       132,893

CASH, BEGINNING OF PERIODS                                       375,778        246,970        425,211
                                                               ---------      ---------      ---------

CASH, END OF PERIODS                                           $ 558,104      $ 189,161      $ 558,104
                                                               =========      =========      =========
</TABLE>
          See accompanying notes to consolidated financial statements.

                                        5
<PAGE>

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

         The unaudited financial statements included herein were prepared from
the records of the Company in accordance with accounting principles generally
accepted in the United States of America and reflect all adjustments which are,
in the opinion of management, necessary to provide a fair statement of the
results of operations and financial position for the interim periods. Such
financial statements generally conform to the presentation reflected in the
Company's Form 10-KSB filed with the Securities and Exchange Commission for the
year ended December 31, 2005. The current interim period reported herein should
be read in conjunction with the Company's Form 10-KSB subject to independent
audit at the end of the year.

         The results of operations for the three month period ended March 31,
2006 are not necessarily indicative of the results that may be expected for the
year ending December 31, 2006.


NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

Ridgefield Acquisition Corp. (the "Company") was incorporated under the laws of
the State of Colorado on October 13, 1983. 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 decided not to pursue further
development or sale of the proto-type device and has written-off the associated
patent costs.

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 were 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 Company may spin off the Subsidiary to the Company's
shareholders so that the Subsidiary may be better able to obtain the financing
necessary to exploit the Patent (See Note 4).

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 or revenue from any source.

                                        6
<PAGE>

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 March 31, 2006 and for the three
month period 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, on
January 1, 2000, of $591,670 through March 31, 2006. 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
March 31, 2006, 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.

Note 2 - NEW ACCOUNTING STANDARD

In December 2004, the Financial Accounting Standards Board issued SFAS No. 123
(revised 2004), "Share-Based Payment". SFAS 123 (revised 2004) requires
companies to recognize in the statement of operations the grant-date fair value
of stock options and other equity-based compensation. That cost is to be
recognized over the period during which an employee is required to provide
service in exchange for the award, usually the vesting period. Subsequent
changes in fair value during the requisite service period, measured at each
reporting date, are recognized as compensation cost over that period. In April
2005, the SEC extended the effective date for SFAS No. 123 (revised 2004) for
public companies, to the beginning of a registrant's next fiscal year that
begins after June 15, 2005. The Company adopted SFAS No. 123 (revised 2004) in
its first quarter of fiscal 2006. Adoption of this SFAS had no significant
impact on the Company's consolidated financial condition or results of
operations.

NOTE 3 - 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 Consultant on the first day of each month commencing on February 1,
2007 and continuing through March 1, 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 an option 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. 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 of $48,000. 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.

                                        7
<PAGE>

On March 25, 2005, the Company issued an option 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, to Leonard Hagan one of the Company's
independent directors, for his services to the Company. On March 25, 2005, the
Company issued an option 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, 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, 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. 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 an option to purchase 100,000 shares of the Company's common stock at
the purchase price of $1.16. Based on this exercise the Company received
proceeds of $116,000.

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

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

NOTE 4 - SUBSEQUENT EVENT

On April 18, 2006, the Board of Directors of the Company authorized 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"). The Board of Directors also voted to hold a special meeting of
stockholders to approve the reincorporation of the Company to change the
domicile of the Company from the State Colorado to the State of Nevada (the
"Reincorporation"), to re-elect the Company's directors and to ratify the
appointment of the Company's independent auditors.

To consummate the Spin-Off the Company will distribute all of the issued and
outstanding shares of Bio-Medical Automation, Inc., which are currently held by
the Company, as a stock dividend to the shareholders of the Company. Each
shareholder of the Company will receive 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 will not require the approval of the Company's
shareholders. The shares of Bio-Medical Automation, Inc. that will be issued to
the shareholders of the Company in the Spin-Off will be restricted securities
and they will not be able to be sold unless they are 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 will 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. will file 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. The Spin-Off is expected to
be completed during the second quarter of 2006.

                                        8
<PAGE>

Item 2.  Management Discussion and Analysis or Plan of Operation

         The following discussion and analysis 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, as well as the
Company's Annual Report on Form 10-KSB for the year ended December 31, 2005.

         Ridgefield Acquisition Corp. ("RAC" or the "Company") was incorporated
as a Colorado corporation on October 13, 1983. 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, is 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 have
been written off by the Company. The Company has 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, during
the three month and six month periods ended March 31, 2006 and 2005 and the
period from January 1, 2000 through March 31, 2006, 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.

                                        9
<PAGE>

         In some cases, management of the Company will have the authority to
effect acquisitions without submitting the proposal to the shareholders for
their consideration. In some instances, however, the proposed participation in a
business opportunity may be submitted to the shareholders for their
consideration, either voluntarily by the Board of Directors to seek the
shareholders' advice and consent, or because of a requirement of state law to do
so.

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

        The Company may need additional funds in order to effectuate a merger,
acquisition or other arrangement by and between the Company and a viable
operating entity, although there is no assurance that the Company will be able
to obtain such additional funds, if needed. Even if the Company is able to
obtain additional funds there is no assurance that the Company will be able to
effectuate a merger, acquisition or other arrangement by and between the Company
and a viable operating entity.


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

        Following the sale of substantially all of the Company's assets in 1999,
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 for microdissection. The Company filed a patent
application in February 1998, to protect certain features of the system and
method of the micro-robotic device. However, due to the inability of the Company
to complete the micro-robotic device, the Company determined that it would cease
development of the micro-robotic device and, as of June 30, 2000, the
capitalized costs related to the patent underlying the micro-robotic device have
been written off by the Company.

        On March 19, 2002, the Company was awarded United States Patent No. US
6,358,749 B1 for the "Automated System for Chromosome Microdissection and Method
of Using Same" (the "Patent").

        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.

                                       10
<PAGE>

        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 (the "Subsidiary"). A copy of the Articles of Incorporation
of Bio-Medical Automation, Inc. a Nevada corporation are attached as an Exhibit
to the Company's Current Report on Form 8-K filed on March 7, 2003 which is
incorporated herein by reference. The Board of Directors of the Company has
authorized management of the Company to transfer the Patent to the Subsidiary in
exchange for 5,000,000 shares of the common stock of the Subsidiary. The
transfer of the Patent to the Subsidiary became effective in the quarter ended
June 30, 2003. The Company plans to develop and exploit the Patent through the
Subsidiary. There can be no assurances that the Subsidiary will successfully
develop and/or exploit the technology covered by the Patent.

        On January 31, 2006, the Board of Directors directed the officers of the
Company to take the following corporate action with respect to the Subsidiary:

        1.      Appoint Steven N. Bronson, Alan Rosenberg and Louis Meade to the
                Board of Directors of the Subsidiary for a term of one year or
                until their successors are appointed and duly qualified.

        2.      Open a bank account at Bank of America or some other banking
                institution for the Subsidiary and deposit $50,000 of the
                Company's assets in the Subsidiary's bank account.

        In March 2006, the Company deposited $50,000 of the Company's assets
into 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 Company approved the spin-off the
Subsidiary to the Company's shareholders so that the Subsidiary may be better
able to obtain the financing necessary to exploit the Patent.

        As of March 31, 2006, 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 5,000,000 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.


                                       11
<PAGE>

        The following table sets forth the name, age and position of each of the
directors, executive officers and significant employees as of March 31, 2006
with respect Bio-Medical. 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        41     Chairman, President, Treasurer and Secretary
Alan Rosenberg           36     Director
Louis Meade              50     Director


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 is currently 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.

        During the quarter, the Company sold its investments held in a brokerage
account with Catalyst resulting in a realized gain of $1,652 and other
comprehensive loss of $4,928.


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

        For the three months ended March 31, 2006, the Company has not earned
any revenues, except for interest income and income from investments of $4,185.
For the same period the Company incurred general and administrative expenses of
$20,801 resulting in a net loss from operations equal to $16,616. General and
administrative expenses were and have been directed to maintaining the Company's
status as a public company, including (without limitation) filing reports with
the Securities and Exchange Commission.


                                       12
<PAGE>

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

        During the three months ended March 31, 2006, the Company satisfied its
working capital needs from cash on hand and cash generated from interest income
during the year. As of March 31, 2006, the Company had cash on hand in the
amount of $558,104.

        The Company's future financial condition will be subject to: (1) its
ability to arrange for a merger, acquisition or a business combination with an
operating business on favorable terms that will result in profitability, or (2)
its ability to successfully develop and exploit the Patent. 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 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.

        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, namely the Company's Annual Report on Form
10-KSB for the year ended December 31, 2005.

Item 3. Controls and Procedures

         Disclosure controls and procedures are controls and other procedures
that are designed to ensure that information required to be disclosed by the
Company in its periodic reports filed or submitted by the Company 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 the
Company in its periodic reports that are filed under the Exchange Act is
accumulated and communicated to our management, including our principal
executive and financial officer, as appropriate to allow timely decisions
regarding required disclosure.

         Evaluation of disclosure and controls and procedures. As of the end of
the period covered by this report, the Company carried out an evaluation, under
the supervision and with the participation management, including the chief
executive officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Exchange Act). Based on the evaluation, the Company's chief
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. 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.

                                       13
<PAGE>

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings

         During the quarter ended March 31, 2006, the Company was not a party to
any material legal proceedings.


Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

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

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

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


Item 5.  Other Information

         On March 24, 2001, the Company entered into an Employment Agreement
with Steven N. Bronson, the President of the Company. A copy of Mr. Bronson's
Employment Agreement is attached as an Exhibit to the Company's Form 10-QSB for
the quarter ended March 31, 2001 and is incorporated by reference. On March 25,
2005, the Board of Directors authorized the renewal of Mr. Bronson's employment
agreement with the Company for another one (1) year term through March 23, 2006,
and modified the agreement to provide that Mr. Bronson shall no longer entitled
to receive an annual salary. 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 to the
Company's Annual Report on Form 10-KSB for the year ended December 31, 2005 as
Exhibit 10.17 and is incorporated herein by reference.

         On March 25, 2005, the Board of Directors authorized management of the
Company to enter into a three year Mergers and Acquisitions Advisory Agreement
(the "M&A Advisory Agreement") with Catalyst Financial LLC ("Catalyst
Financial"), a full service securities brokerage, investment banking and
consulting firm, owned by Steven N. Bronson, the Company's president commencing
on April 1, 2005. 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. In addition to the M&A Fee the Company shall pay to
Catalyst Financial a monthly retainer fee in the amount of $1,000 per month
commencing on April 1, 2005 and continuing throughout the term of the M&A
Advisory Agreement. The M&A Advisory Agreement replaces a previous mergers and
acquisitions advisory agreement the Company had with Catalyst Financial, which
expired by its terms in November 2004. The M&A Advisory Agreement is attached as
an exhibit hereto and incorporated herein by reference.


                                       14
<PAGE>

         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 Consultant 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
to the Company's Annual Report on Form 10-KSB for the year ended December 31,
2005 as Exhibit 10.18 and is incorporated herein by reference.


Subsequent Events
------------------

On April 18, 2006, the Board of Directors approved the Spin-off of the
Subsidiary and approved the following actions:

         (1) the surrender of 3,859,227 shares of the common stock of the
Subsidiary currently held by the Company for cancellation by the Subsidiary.
Following such action the Company shall own 1,140,773 shares of the Subsidiary's
common stock, which shall constitute 100% of the Subsidiary's issued and
outstanding common stock;

         (2) the Spin-off of the Subsidiary to the shareholders of the Company
as of April 28, 2006 on a pro rata basis; and

         (3) the declaration of a stock dividend to the shareholders of the
Company consisting of one share of common stock of the Subsidiary held by the
Company for each share of the Company's common stock held by the shareholders to
effect the pro-rata spin-off of the Subsidiary to the shareholders of the
Company. The stock dividend will be issued approximately 20 calendar days after
the Company mails an information statement to its shareholders concerning the
spin-off and the Subsidiary.


Also on April 18, 2006, the Board of Directors approved the reincorporation of
the Company in the State of Nevada, from the State of Colorado, by merging the
Company with and into a newly formed wholly owned subsidiary in the State of
Nevada named Ridgefield Acquisition Corp. ("Ridgefield Nevada"), pursuant to a
plan of merger, and adopted the following resolutions:

     (1) the Company shall be merged with and into Ridgefield Nevada in
accordance with the provisions of Internal Revenue Code Section 368;

     (2) each share of common stock of the Company issued and outstanding
immediately prior to the effective date of the merger shall be changed and
converted into one fully paid and nonassessable share of common stock of
Ridgefield Nevada;

     (3) each share of common stock of Ridgefield Nevada issued and outstanding
immediately prior to the effective date (100 shares of common stock held by the
Company) shall be cancelled, surrendered and returned to the status of
authorized but unissued Ridgefield Nevada common stock;

                                  15
<PAGE>

     (4) each outstanding option or warrant to purchase shares of the Company's
common stock shall become an option or warrant to purchase, upon the same terms
and conditions, the number of shares of Ridgefield Nevada which is equal to the
number of shares of the Company common stock which the optionee would have
received had such optionee exercised his or her option or right in full
immediately prior to the effective date of the merger (whether or not such
option or right was then exercisable). The exercise price per share under each
of such options or warrants shall be equal to the exercise price per share
thereunder immediately prior to the effective date of the merger; and

     (5) the formation of Ridgefield Nevada under the laws of the State of
Nevada and capitalized as follows: 35,000,000 shares of capital stock;
consisting of 30,000,000 shares of common stock $.001 par value and 5,000,000
shares of preferred stock $.01 par value and the appointment of Steven N.
Bronson as the sole officer and director of Ridgefield Nevada.


The Board of Directors also scheduled a Special Meeting of Shareholders of the
Company (the "Special Meeting") to be held on June 16, 2006 at 10:00 a.m. (or at
such later date as the officers of the Company may subsequently deem desirable)
at a location to be designated by the officers of Company; and set April 28,
2006 as the Record Date for determining the stockholders entitled to notice and
to vote at the Special Meeting.

At the Special Meeting, the Company will solicit the approval and/or
ratification by its shareholders of the following proposals:

PROPOSAL 1 to approve and adopt a Plan of Merger to merge the Company with and
into Ridgefield Acquisition Corp., a newly formed Nevada corporation which is a
wholly owned subsidiary of the Company, in order to effectuate a reincorporation
of the Company as a Nevada corporation, and, among other things, increase our
authorized capital, change our articles of incorporation, and change our bylaws;

PROPOSAL 2 to re-elect Steven N. Bronson, Leonard Hagan, and Kenneth Schwartz to
serve as directors of the Company until the next Annual Meeting of Shareholders
and/or until their successors are duly elected and qualified;

PROPOSAL 3 to ratify and approve the Board of Directors' appointment of Carlin,
Charron & Rosen LLP as our independent auditors; and

And any other proposals that may properly be brought before the shareholders at
the Special Meeting.

The Board of Directors recommends that the shareholders approve all of the
Proposals.


Notwithstanding the approval and adoption of the Plan of Merger by the
shareholders of the Company, the Plan of Merger may be terminated by the Board
at any time prior to the filing of the Plan of Merger with the Secretary of
State of the State of Nevada.

On May 2, 2006, the Company filed a Current Report on Form 8-K disclosing the
Spin-off and the Reincorporation, which is incorporated herein by reference.


                                       16
<PAGE>

Item 6.  Exhibits and Reports on Form 8-K

a)       Exhibits

         The following exhibits are hereby filed as part of this Quarterly
Report on Form 10-QSB or incorporated herein 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.

                                       17
<PAGE>

10.15     Mergers and Acquisitions Advisory Agreement, dated as of April 1,
          2005, 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, 2005, 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


b) Reports on Form 8-K.

         The Company did not file a current report on Form 8-K, during the
quarter ended March 31, 2006.




                                   SIGNATURES

     In accordance with the requirements of the Exchange Act, the Registrant
caused this Report to be signed on its behalf by the undersigned, thereunto duly
authorized.


Dated: May 12, 2006

                                         RIDGEFIELD ACQUSITION CORP.


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


                                       18
<PAGE>

                                  EXHIBIT INDEX


The following Exhibits are filed herewith:

Exhibit
Number      Description of Document
------      -----------------------
31          President's Statement 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.