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, 2002

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

                          Commission File No. 000-49855

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

               Dlaware                                  04-3616486
     ------------------------------      -----------------------------------
     (State or other jurisdiction        (I.R.S. Employer Identiication No.)
   of incorporation or organization)

          524 Westgate Drive, Edison, New Jersey            08820
     --------------------------------------------    -----------------------
        Address of principal executive offices             Zip Code

                      Issuer's telephone number:  (908) 412-9273
                     ---------------------------------------------

              SECURITIES REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT

                           Common Stock, $.0001 Par Value
                          --------------------------------
                                   (Title of Class)

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 is not contained in the form, and no disclosure will be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of the Form 10-KSB.
[X]

State issuer's revenues for its most recent fiscal year:   $ 0.

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days:   Since there is no trading market for
Registrant's securities, no estimate as to the market value can be given.

State the number of shares outstanding of each of the issuer's classes of common
equity:   As of March 25, 2003: 5,000,000 shares of common stock, par value
$.0001 per share, were outstanding.

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





                                  TABLE OF CONTENTS



                                        PART I

ITEM 1.   Description of Business.......................................    3
ITEM 2.   Description of Properties.....................................    5
ITEM 3.   Legal Proceedings.............................................    5
ITEM 4.   Submission of Matters to a Vote of Security Holders...........    5

                                       PART II

ITEM 5.   Market For Common Equity and Related Stockholder Matters......    5
ITEM 6.   Management's Discussion and Analysis or Plan of Operations....    6
ITEM 7.   Financial Statements..........................................   18
ITEM 8.   Changes in and Disagreements with Accountants on Accounting
          and Financial Disclosure......................................   27

                                       PART III

ITEM 9.   Directors, Executive Officers, Promoters and Control
          Persons, Compliance with Section 16(a) of the Exchange Act.....  27
ITEM 10.  Executive Compensation.........................................  28
ITEM 11.  Security Ownership of Certain Beneficial Owners and Management.  29
ITEM 12.  Certain Relationships and Related Transactions.................  29
ITEM 13.    Exhibits and Reports on Form 8-K.............................  31

SIGNATURES

CERTIFICATIONS





Item 1.  Description of Business

     Ridgefield Industries Corp. (the "Company" or "We" or "us") was
incorporated in the State of Delaware on March 8, 2002 as a blank check
company for the purpose of either merging with or acquiring an operating
company with operating history and assets.  Our executive offices are
located at 524 Westgate Drive, Edison, New Jersey 08820, and our sole
officer and the sole director is Mr. Jianjun Zhang.  We have been a
developmental stage company since our inception and we have no operating
history other than organizational matters, and the filings of a registration
statement on Form 10-SB and other reports with the Securities and Exchange
Commission (the "Commission"). We have no full time employees and Mr. Zhang
manages our affairs.

    Our business plan is to seek, investigate, and if such investigation
warrants, consummate a merger or other business combination, purchase of
assets or other strategic transaction with a business entity desiring the
perceived advantages of becoming a publicly reporting corporation. We filed
Form 10-SB with the Commission on a voluntary basis in order to become a
12(g) registered company under the Securities Exchange Act of 1934, as amended.
As a "reporting company," we may be more attractive to a private acquisition
target because it may be listed to trade its shares on the OTC Bulletin Board.

    At this time, we have no binding agreement to enter into a business
combination with any specific business or company. We will not restrict our
search to any specific business, industry, or geographical location, and may
participate in business ventures of virtually any kind or nature. Discussion
of proposed plan of operation under this caption and throughout this Annual
Report is purposefully general and is not meant to restrict our virtually
unlimited discretion to search for and enter into potential business
opportunities.

    A business combination with a target company will normally involve the
issuance to the target company of new shares of common stock of the Company
so as to provide the target company with majority control, and the
substitution by the target company of its own management and board of
directors.  No assurances can be given that the Company will be able to enter
into a business combination, as to the terms of a business combination, or
as to the nature of the target company.

    Our plans are in the conceptual stage only. There is no relationship
between the particular name of the Company and the Company's intended business
plan. If successful in completing a merger or acquisition, the Company expects
that it would change its name to reflect the marketing goals of the business
combination.

    The proposed business activities described herein classify us as a "blank
check" company. A "blank check" company is a development stage company that has
no specific business plan or purpose or has indicated that its business plan is
to engage in a merger or acquisition with an unidentified company or companies.
The Securities and Exchange Commission and many states have enacted statutes,
rules and regulations limiting the sale of securities of blank check companies.
We will not take any efforts to cause a market to develop in our securities
until such time as we have successfully implemented its business plan and we
are no longer classified as a blank check company. There can be no assurance
that our proposed plan of operation will be successful.


Item 2.  Description of Property

    We do not own or lease any real property at this time.  We currently use
the offices of Waywood Investment Ltd., a company controlled by our sole
director and officer, at a nominal charge of $100 per month. Waywood Investment
Ltd. has agreed to continue this arrangement until we complete an acquisition
or merger.


Item 3.  Legal Proceedings

    We are not a party to any material pending legal proceedings.


Item 4.  Submission of Matters to a Vote of Security Holders

    No matter was submitted to a vote of stockholders in the fourth quarter
of 2002.



                                     PART II


Item 5.  Market for Common Equity and Related Stockholder Matters

    Our Common Stock is not currently traded on any public trading market.
There is no assurance that a trading market will ever develop or, if such a
market does develop, that it will continue.

    The Securities and Exchange Commission has adopted a number of rules to
regulate "penny stocks." Such rules include Rule 3a51-1 and Rules 15g-1
through 15g-9 under the Securities Exchange Act of 1934, as amended. Because
our securities may constitute "penny stocks" within the meaning of the rules
(as any equity security that has a market price of less than $5.00 per share
or with an exercise price of less than $5.00 per share), the rules would
apply to us and to our securities.  See the "RISK FACTORS" section below.

    Our authorized capital stock consists of 80,000,000 shares of Common
Stock, par value $.0001 per share and 20,000,000 shares of Preferred Stock,
par value $.0001 per share. At March 25, 2003, there were 5,000,000 shares
of Common Stock outstanding and held of record by two stockholders.  No
shares of Preferred Stock have been issued, and the Board has not designated
the rights or preferences of any class or series of Preferred Stock.

    We have not declared any dividends and do not intend to so in the
foreseeable future.

Recent Sales of Unregistered Securities

    In connection with organizing the Company, on March 8, 2002, we issued
a total of 5,000,000 unregistered shares of common stock at a price of
$.0001 per share to Waywood Investment Ltd. for services rendered.
Mr. Jianjun Zhang, our sole officer and director, is also the sole director,
officer, and controlling shareholder of Waywood Investment Ltd. The
aforementioned securities were issued under the exemption from registration
provided by Section 4(2) of the Securities Act of 1933, as amended. We
believed this exemption is available because these issuances were
transactions not involving a public offering.  There was no general
solicitation or advertising used to offer our shares; the sole beneficial
investor had the knowledge and experience in financial and business matters
to evaluate the merits and risks of this prospective investment and therefore
was either accredited or sufficiently sophisticated to undertake such an
investment.  Further, securities were not offered or sold to more than
thirty-five (35) unaccredited investors.

    We have never utilized an underwriter for an offering of our securities.
Other than the securities mentioned above, we have not issued or sold any
securities.


Item 6.  Management's Discussion and Analysis or Plan of Operation

Plan of Operation

    Statements contained in this Plan of Operation of this Annual Report on
Form 10-KSB include "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended.  Forward-looking statements
involve known and unknown risks, uncertainties and other factors which could
cause the actual results of the Company, performance (financial or operating)
or achievements expressed or implied by such forward-looking statements not
to occur or be realized. Such forward-looking statements generally are based
upon the Company's best estimates of future results, general merger and
acquisition activity in the marketplace, performance or achievement, current
conditions and the most recent results of operations. Forward-looking
statements may be identified by the use of forward-looking terminology such
as "may," "will," "project," "expect," "believe," "estimate," "anticipate,"
"intends," "continue", "potential," "opportunity" or similar terms,
variations of those terms or the negative of those terms or other variations
of those terms or comparable words or expressions. (See the "RISK FACTORS"
section below for a description of certain of the known risks and
uncertainties of the Company.

General

    Our plan is to seek, investigate, and if such investigation warrants,
consummate a merger or other business combination, purchase of assets or other
strategic transaction with a business entity desiring the perceived advantages
of becoming a publicly reporting corporation. At this time, we have no binding
agreement to enter into a business combination with any specific business or
company. We will not restrict our search to any specific business, industry,
or geographical location, and may participate in business ventures of virtually
any kind or nature. Discussion of proposed plan of operation under this caption
and throughout this Annual Report is purposefully general and is not meant to
restrict our virtually unlimited discretion to search for and enter into
potential business opportunities.

    Our auditors have included an explanatory paragraph in their report for
the period from March 8, 2002 (inception) to December 31, 2002, indicating
that certain conditions raise substantial doubt regarding our ability to
continue as a going concern. The financial statements included in this Form
10-KSB do not include any adjustment to asset values or recorded amounts of
liability that might be necessary in the event we are unable to continue as a
going concern. If we are in fact unable to continue as a going concern,
shareholders may lose their entire investment in our common stock.

    We may seek a business combination with an entity which only recently
commenced operations, or a developing company in need of additional funds to
expand into new products or markets or seeking to develop a new product or
service, or an established business which may be experiencing financial or
operating difficulties and needs additional capital which is perceived to be
easier to raise by a public company.  Indeed, our most common merger
candidates are often companies that lack the ability to conduct an IPO, or
whose business industry is not well received by the investment banking
community.

    We will seek potential target company from all known sources and anticipate
that various prospective business opportunity will be brought to our attention
from various non-affiliated sources, including securities broker-dealers,
investment bankers, venture capitalists, bankers, other members of the
financial community and affiliated sources, including, possibly, our executive
officer, director and his affiliates. We have entered into an agreement with
Waywood Investment Ltd. ("Waywood"), a company controlled by our sole director
and officer, to supervise the search for target companies as potential
candidates for a business combination. The agreement will continue until such
time as we have effected a business combination. Waywood has agreed to pay
all expenses of the Company without repayment until such time as a business
combination is effected.  Waywood is not authorized to enter into any agreement
with a potential target company binding us.  Our agreement with Waywood is not
exclusive and Waywood has entered into agreements with its other affiliated
companies similar to the Company on identical terms.

    We incur certain expenses in implementing our business plan.  All costs
have been and will be paid by Waywood.  On March 12, 2002, we entered into an
agreement with Waywood, under which Waywood agreed to pay all corporate,
organizational, and other expenses incurred by us without repayment until
such time as a business combination is effected.  Such payments will be made
without expectation of repayment unless the owner(s) of the business which we
acquire, or merge with, agree to repay all or a portion of such expenses.
There is no minimum or maximum amount Waywood will pay on behalf of us.
Waywood has agreed to continue to pay those expenses until we complete a
business combination.  If Waywood fails to pay such expenses, and we are unable
to obtain additional financing, we may be forced to abandon our business and
liquidate.  Currently we do not intend to raise funds, either debt or equity,
from investors while we are a blank check company, and we will not borrow any
funds to make any payments to our officer, director, promoter, or affiliates.

    In the event we successfully consummate a transaction with an entity
introduced by a finder, Waywood may, on behalf of us, compensate the finder
for the referral in the form of a finder's fee. If a finder's fee is paid, it
is anticipated that the finder's fee will be either in the form of the
restricted stock received by Waywood, as part of the terms of the proposed
transaction, or in the form of cash paid by Waywood or by the prospective
merger or acquisition candidate.  The amount of any finder's fee (stock or
cash, or any combination thereof) will be subject to negotiation on an
individual basis and cannot be estimated at this time. But it will be in
accordance with the industry standards.  Such fees are customarily between
1% and 5% of the size of the transaction, based upon a sliding scale of the
dollar amount involved.  These fees are typically in the range of 5% on a
$1,000,000 transaction ratably down to 1% in a $4,000,000 transaction.  The
compensation to registered broker-dealers will be paid solely in accordance
with the NASD regulations. Waywood is solely responsible for the costs and
expenses in implementing our business plan as described herein, and we have
no obligation to pay any costs incurred or negotiated by Waywood.

    No finders' fee or other acquisition related compensation will be paid
to our officer, director, promoter or its affiliates from revenues or other
funds of an acquisition or merger candidate, or by the issuance of debt or
equity of such an entity.  In this regard, there does not seem to be the
possibility that such fees may become a factor in negotiations and present
conflicts of interest potential conflicts of interest.

Selection and Evaluation of Opportunities

    The selection of a business opportunity in which to participate will be
complex and extremely risky.  Management believes (but has not conducted any
research to confirm) that there are business entities seeking the perceived
benefits of a reporting corporation. Such perceived benefits may include
facilitating or improving the terms on which additional equity financing may
be sought, providing liquidity for incentive stock options or similar benefits
to key employees, increasing the opportunity to use securities for
acquisitions, providing liquidity for shareholders and other factors.

    Business opportunities may be available in many different industries and
at various stages of development, all of which will make the task of
comparative investigation and analysis of such business opportunities
difficult and complex.  There is no assurance that we will be able to identify
and acquire any business opportunity which will ultimately prove to be
beneficial to us and to our stockholders.  If a merger or acquisition proves
unsuccessful, it is possible our management may decide not to pursue further
acquisition activities and management may abandon its activities and we may
become dormant or be dissolved.

    We have, and will continue to have, no capital with which to provide the
owners of business entities with any cash or other assets. What we anticipate
we will provide to owners of acquisition candidates, however, is a controlling
ownership interest in a reporting company without incurring the cost and time
required to conduct an initial public offering. We have not conducted market
research and are not aware of statistical data to support the perceived
benefits of a business combination for the owners of a target company.

    The analysis of new business opportunities will be under the supervision
of Mr. Zhang. While Mr. Zhang likely has no quantifiable experience in the
businesses of any particular target companies that may be reviewed, he has
experience in managing development stage companies, Mr. Zhang will rely
primarily upon outside advisors' efforts in accomplishing our business
purposes.

    In analyzing prospective business opportunities, our management will
consider the following matters:

    (i)  The available technical, financial and managerial resources;

    (ii) Working capital and other financial requirements of the target;

    (iii) The target's history of operations, if any;

    (iv) The target's prospects for the future;

    (v)  The present and expected competition in the target's industry;

    (vi)  The quality and experience of management services which may be
          available and the depth of that management within the target;

    (vii) The potential for further research, development or exploration in
          the target's industry;

    (viii) Specific risk factors which may be anticipated to impact the
           proposed activities of the Company;

    (ix)  The potential for growth or expansion and profit;

    (x)   The perceived public recognition or acceptance of products,
          services or trades of the target and the industry and brand or name
          identification; and

    (xi)  All other relevant factors.

    This discussion of the proposed criteria is not meant to restrict our
virtually unlimited discretion to search for and enter into potential business
opportunities.

    We will not acquire or merge with any entity which cannot provide audited
financial statements at the time of the closing of the proposed transaction or
within the time frame as required to be provided pursuant to the requirements
of Section 13 of the Exchange Act of 1933, as amended.  The audited financial
statements of the acquired company must be furnished within 75 days following
the effective date of a business combination.

    We are currently subject to the reporting requirements of the Exchange Act
of 1934, as amended. Under the Exchange Act, any merger or acquisition
candidate is required to comply with all applicable reporting requirements,
including filing reports of material events, periodic reports and annual
reports with accompanying audited financial statements. In the event we merge
with or acquire a business opportunity, the successor company will be subject
to the same reporting obligations as us under the Exchange Act. When a non-
reporting company becomes the successor of a reporting company by merger,
consolidation, exchange of securities, acquisition of assets or otherwise,
the successor company is required to provide in a Form 8-K current report the
same kind of information that would appear in a registration statement,
including audited and pro forma financial statements for at least the two
most recent fiscal years or, in the event that the combined operating business
has been in business for less than two years, audited financial statements
will be required from the period of inception of the target acquisition or
merger candidate. The Commission treats these Form 8-K filings in the same
way it treats the registration statements on Form 10-SB filings. The Commission
subjects them to its standards of review selection, and the Commission may
issue substantive comments on the sufficiency of the disclosures represented.
If we enter into a business combination with a non-reporting company, such
non-reporting company will not receive reporting status until the Commission
has determined that it will not review the 8-K filing or all of the comments
have been cleared by the Commission.

    The Board of Directors has passed a resolution which contains a policy
that we will not seek a business combination with any entity in which our
officer, director, shareholder or any affiliate serves as an officer or
director or holds any ownership interest.

    A potential target company may have an agreement with a consultant or
advisor providing that services of the consultant or advisor be continued
after any business combination.  Additionally, a target company may be
presented to us only on the condition that the services of a consultant or
advisor be continued after a merger or acquisition. Such preexisting
agreements of target companies for the continuation of the services of
attorneys, accountants, advisors or consultants could be a factor in the
selection of a target company.

Terms of a Business Combination

    In implementing a structure for a particular business acquisition, we may
become a party to a merger, consolidation, reorganization, joint venture,
franchise or licensing agreement with the target company. Upon consummation
of a transaction, it is likely that our present management and shareholder
will not be in control of the Company.  Mr. Zhang may, as part of the terms
of the acquisition transaction, resign and be replaced by new officers and
directors without a vote of the Company's shareholders.

    It is anticipated that any securities issued in any such reorganization
would be issued in reliance upon exemption from registration under applicable
federal and state securities laws. In some circumstances, however, as a
negotiated element of its transaction, we may agree to register all or a
part of such securities immediately after the transaction is consummated or
at specified times thereafter. If such registration occurs, it will be
undertaken by the surviving entity after we have entered into an agreement
for a business combination or have consummated a business combination
and we are no longer considered a blank check company. The issuance of
additional securities and their potential sale into any trading market which
may develop in our securities may depress the market value of our securities
in the future if such a market develops, of which there is no assurance.

    While the actual terms of a transaction to which we may be a party
cannot be predicted, we expect that the parties to the business combination
will want to avoid the creation of a taxable event and structure the
acquisition in a so called  "tax free" reorganization under Sections
368(a)(1) or 351 of the Internal Revenue Code of 1986, as amended. In order
to obtain tax-free treatment, it may be necessary for the owners of the
surviving entity to own 80% or more of the voting stock of the surviving
entity. In this event, the shareholder of the Company would retain less than
20% of the issued and outstanding shares of the surviving entity, which could
result in significant dilution in the equity of such shareholders.  However,
treatment as a tax free reorganization will not be a condition of any future
business combination and if it is not the case, we will not obtain an opinion
of counsel that the reorganization will be tax free.

    Management believes that the investigation of specific business
opportunities will require substantial costs for accountants, attorneys,
registered broker-dealers and others.  If the Company and/or the target
business decide not to participate in a specific business opportunity, the
costs incurred in the related investigation would not be recoverable.  In
addition, following the merger the target company will incur additional
expenses of complying with the annual and periodic reporting requirements
included in the Exchange Act.  These will include legal, accounting,
printing, filing and related costs.

    With respect to negotiations with a target company, management expects
to focus on the percentage of the Company which target company shareholders
would acquire in exchange for their shareholdings in the target company.
Depending upon, among other things, the target company's assets and
liabilities, the Company's shareholder will in all likelihood hold a
substantially lesser percentage ownership interest in the Company following
any merger or acquisition. The percentage of ownership may be subject to
significant reduction in the event we acquire a target company with
substantial assets. Any merger or acquisition effected by us can be expected
to have a significant dilutive effect on the percentage of shares held by
our shareholder at such time.

    We will participate in a business opportunity only after the negotiation
and execution of appropriate agreements. Although the terms of such agreements
cannot be predicted, generally such agreements will require certain
representations and warranties of the parties thereto, will specify certain
events of default, will detail the terms of closing and the conditions which
must be satisfied by the parties prior to and after such closing and will
include miscellaneous other terms.

Undertakings and Understandings Required of Target Companies

    As part of a business combination agreement, we intend to obtain certain
representations and warranties from a target company as to its conduct
following the business combination. Such representations and warranties may
include (i) the agreement of the target company to make all necessary filings
and to take all other steps necessary to remain a reporting company under the
Exchange Act (ii) imposing certain restrictions on the timing and amount of
the issuance of additional free-trading stock, including stock registered on
Form S-8 or issued pursuant to Regulation S and (iii) giving assurances of
ongoing compliance with the Securities Act, the Exchange Act, the General
Rules and Regulations of the Securities and Exchange Commission, and other
applicable laws, rules and regulations.

    A prospective target company should be aware that the market price and
volume of its securities, when and if listed for secondary trading, may depend
in great measure upon the willingness and efforts of successor management to
encourage interest in the Company within the United States financial community.
We do not have the market support of an underwriter that would normally
follow a public offering of its securities. Initial market makers are likely
to simply post bid and ask prices and are unlikely to take positions in our
securities for their own account or customers without active encouragement
and a basis for doing so.  In addition, certain market makers may take short
positions in our securities, which may result in a significant pressure on
their market price. We may consider the ability and commitment of a target
company to actively encourage interest in its securities following a business
combination in deciding whether to enter into a transaction with such company.

    A business combination with us separates the process of becoming a public
company from the raising of investment capital. As a result, a business
combination with us normally will not be a beneficial transaction for a target
company whose primary reason for becoming a public company is the immediate
infusion of capital. We may require assurances from the target company that
it has or that it has a reasonable belief that it will have sufficient
sources of capital to continue operations following the business combination.
However, it is possible that a target company may give such assurances in
error, or that the basis for such belief may change as a result of
circumstances beyond the control of the target company.

    Prior to completion of a business combination, we will generally require
that it be provided with written materials regarding the target company
containing such items as a description of products, services and company
history; management resumes; financial information; available projections,
with related assumptions upon which they are based; an explanation of
proprietary products and services; evidence of existing patents, trademarks,
or service marks, or rights thereto; present and proposed forms of
compensation to management; a description of transactions between such
company and its affiliates during relevant periods; a description of present
and required facilities; an analysis of risks and competitive conditions; a
financial plan of operation and estimated capital requirements; audited
financial statements, or if they are not available, unaudited financial
statements, together with reasonable assurances that audited financial
statements would be produced within a reasonable period of time not to exceed
75 days following completion of a business combination; and other information
deemed relevant.

Liquidity and Capital Resources

    At December 31, 2002, we had no cash and no other assets.  We had no
liabilities at the year-end.  We are a development stage company, and for
the period from March 8, 2002 (inception) to December 31, 2002, we had no
commercial operations and had no revenue. We incurred expenses of $5,850. The
net loss per share was ($.0012).

    The expenses of approximately $5,850 for the period ended December 31,
2002 resulted primarily from accounting/auditing, legal and general
administrative expenses relating to the Company's quarterly and annual
filings with the Commission. All the expenses were paid by Waywood Investment
Ltd.  As described in Note 3 to the financial statements, pursuant to the
agreement we entered into with Waywood on March 12, 2002, Waywood agreed to
provide the following services to us without repayment and until such time
as a business combination is effected: (i) Preparation and filing of required
reports with the Securities and Exchange Commission, (ii) Location and
review of potential target companies, and (iii) Payment of all corporate,
organizational, and other costs incurred by the Company.   If Waywood fails
to pay such expenses, and we are unable to obtain additional financing, we
may be forced to abandon our business and liquidate.  Currently we do not
intend to raise funds, either debt or equity, from investors while we are a
blank check company, and we will not borrow any funds to make any payments
to our officer, director, promoter, or affiliates.

Subsequent Event

    On February 26, 2003, Waywood Investment Limited entered into a Stock
Purchase Agreement with Comp Hotel International Limited, a British Virgin
Islands corporation ("Comp Hotel International"), pursuant to which Comp
Hotel International acquired 4,250,000 shares of our common stock owned by
Waywood for a consideration of $42,500 in cash. As a result, Comp Hotel
International now owns 85% of our issued and outstanding shares.

Evaluation of Internal and Disclosure Controls

    The management of the Company has evaluated the effectiveness of the
issuer's disclosure controls and procedures as of a date within 90 days prior
to the filing date of the report  (evaluation date) and has concluded that
the disclosure controls and procedures are adequate and effective based upon
their evaluation as of the evaluation date.

    There were no significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent to the date of
the most recent evaluation of such, including any corrective actions with
regard to significant deficiencies and material weaknesses.

RISK FACTORS

    Our business is subject to numerous risk factors, including the
following:

    WE HAVE NO OPERATING HISTORY AND HAVE NO REVENUE AND NO ASSETS.  We have
had no operating history nor any revenues or earnings from operations. We have
neither assets or nor financial resources. We have operated at a loss to date
and will, in all likelihood, continue to sustain operating expenses without
corresponding revenues, at least until the consummation of a business
combination.  See Item 7: "Financial Statements". Waywood Investment Ltd. has
agreed to pay all expenses incurred by us until a business combination without
repayment by us.  There is no assurance that we will ever be profitable.

    WE HAVE ONLY ONE DIRECTOR AND ONE OFFICER. Our sole officer and director
is Mr. Jianjun Zhang. Because management consists of only one person, we do
not benefit from multiple judgments that a greater number of directors or
officers would provide and we will rely completely on the judgment of its sole
officer and director when selecting a target company. The decision to enter
into a business combination will likely be made without detailed feasibility
studies, independent analysis, market surveys or similar information which,
if we has more funds available to it, would be desirable. Mr. Zhang
anticipates devoting only a limited amount of time per month to our business.
Mr. Zhang has not entered into a written employment agreement with us and he
is not expected to do so. We have not obtained key man life insurance on
Mr. Zhang.

    CONFLICTS OF INTEREST. Mr. Zhang, our sole officer and director,
participates in other business ventures which may compete directly with us.
Additional conflicts of interest and non-arms length transactions may also
arise in the future. We have adopted a policy that we will not enter into a
business combination with any entity in which any member of management serves
as an officer, director or partner, or in which such person or such person's
affiliates or associates hold any ownership interest. Our Certificate of
Incorporation provides that we may indemnify our officers and/or directors
for liabilities, which can include liabilities arising under the securities
laws. Therefore, our assets could be used or attached to satisfy any
liabilities subject to such indemnification.  See "Item 12.  Certain
Relationships and Related Transactions."

    OUR PROPOSED OPERATIONS ARE SPECULATIVE. The success of our proposed plan
of operation will depend to a great extent on the operations, financial
condition and management of the identified target company. While business
combinations with entities having established operating histories are preferred,
there can be no assurance that we will be successful in locating candidates
meeting such criteria. In the event we complete a business combination the
success of our operations will be dependent upon management of the target
company and numerous other factors beyond our control. There is no assurance
that we can identify a target company and consummate a business combination.

    PURCHASE OF PENNY STOCKS CAN BE RISKY.  The Company's securities meet the
definition of Penny Stock as found in Rule 3a51-1 of the Securities Exchange
Act of 1934. The Commission has adopted Rule 15g-9 which established sales
practice requirements for certain low price securities. Unless the transaction
is exempt, it shall be unlawful for a broker or dealer to sell a Penny Stock
to, or to effect the purchase of a Penny Stock by, any person unless prior to
the transaction: (i) The broker or dealer has approved the person's account
for transactions in Penny Stock pursuant to this rule and (ii) the broker or
dealer has received from the person a written agreement to the transaction
setting forth the identity and quantity of the Penny Stock to be purchased.
In order to approve a person's account for transactions in Penny Stock, the
broker or dealer must: (a) obtain from the person information concerning the
person's financial situation, investment experience, and investment objectives;
(b) reasonably determine that transactions in Penny Stock are suitable for
that person, and that the person has sufficient knowledge and experience in
financial matters that the person reasonably may be expected to be capable
of evaluating the risks of transactions in Penny Stock; (c) deliver to the
person a written statement setting forth the basis on which the broker or
dealer made the determination (i) stating in a highlighted format that it is
unlawful for the broker or dealer to affect a transaction in Penny Stock
unless the broker or dealer has received, prior to the transaction, a written
agreement to the transaction from the person; and (ii) stating in a
highlighted format immediately preceding the customer signature line that the
broker or dealer is required to provide the person with the written statement;
and (iii) the person should not sign and return the written statement to the
broker or dealer if it does not accurately reflect the person's financial
situation, investment experience, and investment objectives; and (d) receive
from the person a manually signed and dated copy of the written statement. It
is also required that disclosure be made as to the risks of investing in
Penny Stock and the commissions payable to the broker-dealer, as well as
current price quotations and the remedies and rights available in cases of
fraud in Penny Stock transactions. Statements, on a monthly basis, must be
sent to the investor listing recent prices for the Penny Stock and information
on the limited market.

    THERE IS A SCARCITY OF AND COMPETITION FOR BUSINESS OPPORTUNITIES AND
COMBINATIONS.  We are and will continue to be an insignificant participant in
the business of seeking mergers with and acquisitions of business entities. A
large number of established and well-financed entities, including venture
capital firms, are active in mergers and acquisitions of companies which may
be merger or acquisition target candidates for the Company. Nearly all such
entities have significantly greater financial resources, technical expertise
and managerial capabilities than us and, consequently, we will be at a
competitive disadvantage in identifying possible business opportunities and
successfully completing a business combination. Moreover, we will also
compete with numerous other small public companies in seeking merger or
acquisition candidates.

    THERE IS NO AGREEMENT FOR A BUSINESS COMBINATION AND NO MINIMUM
REQUIREMENTS FOR BUSINESS COMBINATION.  We have no current arrangement,
agreement or understanding with respect to engaging in a business combination
with a specific entity. There can be no assurance that we will be successful
in identifying and evaluating suitable business opportunities or in concluding
a business combination. No particular industry or specific business within
an industry has been selected for a target company. We have not established a
specific length of operating history or a specified level of earnings, assets,
net worth or other criteria which it will require a target company to have
achieved, or without which we would not consider a business combination with
such business entity. Accordingly, we may enter into a business combination
with a business entity having no significant operating history, losses,
limited or no potential for immediate earnings, limited assets, negative net
worth or other negative characteristics. There is no assurance that we will
be able to negotiate a business combination on terms favorable to us.

    REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION. Pursuant to the
requirements of Section 13 of the Exchange Act, we are required to provide
certain information about significant acquisitions including audited financial
statements of the acquired company. These audited financial statements must be
furnished within 75 days following the effective date of a business combination.
Obtaining audited financial statements are the economic responsibility of the
target company. The additional time and costs that may be incurred by some
potential target companies to prepare such financial statements may
significantly delay or essentially preclude consummation of an otherwise
desirable acquisition by us. Acquisition prospects that do not have or are
unable to obtain the required audited statements may not be appropriate for
acquisition so long as the reporting requirements of the Exchange Act are
applicable. Notwithstanding a target company's agreement to obtain audited
financial statements within the required time frame, such audited financials
may not be available to us at the time of effecting a business combination.
In cases where audited financials are unavailable, we will have to rely upon
unaudited information that has not been verified by outside auditors in making
its decision to engage in a transaction with the business entity. This risk
increases the prospect that a business combination with such a business entity
might prove to be an unfavorable one for us.

    LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION.  We have neither
conducted, nor have others made available to us, market research indicating
that demand exists for the transactions contemplated by us. Even in the event
demand exists for a transaction of the type contemplated by us, there is no
assurance we will be successful in completing any such business
combination.

    REGULATION UNDER INVESTMENT COMPANY ACT.  In the event we engage in
business combinations which result in the Company holding passive investment
interests in a number of entities, we could be subject to regulation under
the Investment Company Act of 1940. In such event, we would be required to
register as an investment company and could be expected to incur significant
registration and compliance costs. We have obtained no formal determination
from the Securities and Exchange Commission as to our status under the
Investment Company Act of 1940 and, consequently, any violation of such Act
could subject us to material adverse consequences.

    PROBABLE CHANGE IN CONTROL AND MANAGEMENT. A business combination
involving the issuance of our common stock will, in all likelihood, result
in shareholders of a target company obtaining a controlling interest in the
Company. As a condition of the business combination agreement, we may
agree to issue a significant amount of its common stock so as to provide the
target company with all or majority control. The resulting change in control
of the Company will likely result in removal of the present officer and
director of the Company and a corresponding reduction in or elimination of
his participation in the future affairs of the Company.

    POSSIBLE DILUTION OF VALUE OF SHARES UPON BUSINESS COMBINATION. A business
combination normally will involve the issuance of a significant number of
additional shares. Depending upon the value of the assets acquired in such
business combination, the per share value of our common stock may increase
or decrease, perhaps significantly.

    ADDITIONAL RISKS RELATING TO DOING BUSINESS IN A FOREIGN COUNTRY.  We
may effectuate a business combination with a merger target whose business
operations or even headquarters, place of formation or primary place of
business are located outside the United States. In such event, we 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 merger
target, ongoing business risks result from the international 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.

    TAXATION. Federal and state tax consequences will, in all likelihood, be
major considerations in any business combination we may undertake. Currently,
such transactions may be structured so as to result in tax-free treatment to
both companies, pursuant to various federal and state tax provisions.  We
intend to structure any business combination so as to minimize the federal
and state tax consequences to both the Company and the target company. However,
there can be no assurance that such business combination will meet the
statutory requirements of 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.




Item 7.  Financial Statements

Set forth below are the audited financial statements of the Company for the
period from March 8, 2002 (inception) to December 31, 2002.


                       RIDGEFIELD INDUSTRIES CORPORATION
                         (A DEVELOPMENT STAGE COMPANY)

                          AUDITED FINANCIAL STATEMENTS

                               December 31, 2002



                              TABLE OF CONTENTS


                                                                     Page No.
                                                                     --------
Independent Auditor's Report........................................     18

Balance Sheet as of December 31, 2002...............................     19

Statement of Operations and for the period from March 8, 2002
 (Inception) through December 31, 2002...............................    20

Statement of Stockholders' Equity for the period from March 8,
2002 (Inception) through December 31, 2002...........................    21

Statement of Cash Flows for the period from March 8, 2002
 (Inception) through December 31, 2002................................   22

Notes to Financial Statements.........................................   23


Stan J. H. Lee, CPA
a member firm of DMHD Hamilton Clark & Co.               Tel: (760) 612-1269
2182 Lemoine Ave., Suite 200                             Fax: (815) 846-7550
Fort Lee, NJ 07024                                e-mail: stanL@dmhdxcpa.com



                   INDEPENDENT PUBLIC ACCOUNTANTS' REPORT

The Board of Directors
Ridgefield Industries Corporation
(A Development Stage Company)
Edison, NJ

I have audited the accompanying balance sheet of Ridgefield Industries Corp.
(a development stage company) as of December 31, 2002, and the related
statements of operations, shareholders' equity and cash flows for the period
from March 8, 2002 (inception) to December 31, 2002.  These financial statements
are the responsibility of the Company's management.  My responsibility is to
express an opinion on these financial statements based on our audits.

I conducted my audits in accordance with generally accepted auditing standards
in the United States. Those standards require that I plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes, on a test basis, examination of
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. I believe that my audits provide a reasonable basis for
my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Ridgefield Industries Corporation
(a Development Stage Company) as of December 31, 2002, and the results of its
operations and cash flows for the period from March 8, 2002 (inception) to
December 31, 2002 in conformity with generally accepted accounting principles
in the United States.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company was only recently formed, has no revenues and
has not yet commenced any formal business operations.  This factor raises
substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also discussed in Note 1. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

/s/ Stan J.H. Lee, CPA /s/
--------------------------
Stan J. H. Lee, CPA
License # CC 23007
March 24, 2003
Fort Lee, New Jersey

<PAGE>



                       RIDGEFIELD INDUSTRIES CORPORATION
                         (A Development Stage Company)

                                 BALANCE SHEET
                             As of December 31, 2002


                                    ASSETS

CURRENT ASSETS .....................................................    $    0
                                                                       --------
   TOTAL CURRENT ASSETS ............................................         0
                                                                       --------
OTHER ASSETS .......................................................         0
                                                                       --------
  TOTAL OTHER ASSETS ...............................................         0
                                                                       --------
TOTAL ASSETS .......................................................    $    0
                                                                       ========

                       LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES ................................................    $    0
                                                                       --------
  TOTAL CURRENT LIABILITIES.........................................         0
                                                                       --------
STOCKHOLDERS' EQUITY
  Preferred stock, $.0001 par value, 20,000,000 shares
  authorized, none share issued and outstanding.....................         0

  Common stock, $.0001 par value, 80,000,000 shares
  authorized, 5,000,000 shares issued and outstanding...............       500

Contributed capital by controlling shareholder......................     5,350

Deficit accumulated during development stage .......................   (5,850)
                                                                      --------
   TOTAL STOCKHOLDERS' EQUITY.......................................         0
                                                                      --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY..........................   $     0
                                                                      ========



  The accompanying notes are an integral part of these financial statements

<PAGE>






                       RIDGEFIELD INDUSTRIES CORPORATION
                          (A Development Stage Company)


                             STATEMENT OF OPERATIONS
           For the Period from March 8 (Inception) to December 31, 2002



REVENUE............................................................  $     0
                                                                     -------
EXPENSES
   Administrative and general expenses.............................    5,350
   Organization costs..............................................      500
                                                                     -------
TOTAL EXPENSES.....................................................    5,850
                                                                     --------

NET LOSS...........................................................  $(5,850)
                                                                     ========

Net Loss Per Share
    - Basic .......................................................  $(.0012)
                                                                     ========

Weighted Average Number of Common Shares Outstanding..............  5,000,000
                                                                    =========



The accompanying notes are an integral part of these financial statements


<PAGE>


                           RIDGEFIELD INDUSTRIES CORPORATION
                             (A Development Stage Company)

                          STATEMENT OF  STOCKHOLDERS' EQUITY

      For the Period from March 8, 2002 (Inception) to December 31, 2002

<TABLE>
<CAPTION>

                                          Contributed Capital   Deficit Accumulated
                        Common Stock        by controlling           During
                     Shares      Amount       shareholder        Development Stage   Total
                   -----------   -------   -------------------   ------------------ ------

                <c>           <c>         <c>                  <c>               <c>
March 8, 2002
 Issuance of
 common stock
 for service        5,000,000     $ 500            ---                    ---       $ 500

Contributed capital
 by controlling
 shareholder             ---       ---          $ 5,350                   ---       5,350

Net loss for the period
 From March 8, 2002
 (Inception) to
 December 31, 2002       ---       ---             ---                $ (5,850)    (5,850)

Balance at
 December 31, 2002  5,000,000    $  500         $ 5,350               $ (5,850)    $    0
                    ==========   ======        =========              =========    =======



       The accompanying notes are an integral part of these financial statements

</TABLE>

<PAGE>




                           RIDGEFIELD INDUSTRIES CORPORATION
                             (A Development Stage Company)


                                STATEMENT OF CASH FLOWS

              For the Period from March 8 (Inception) to December 31, 2002


CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Loss........................................................  $ (5,850)
  Adjustment to reconcile net loss to
  net cash provided by operational activities
     Net cash used in operating activities.........................         0
                                                                     ---------
     Net cash used by operating activities.........................   (5,850)

CASH FLOWS FROM INVESTING ACTIVITIES...............................         0
                                                                     ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Issuance of common stock for service.............................       500
  Contributed capital by controlling shareholder...................     5,350
                                                                     ---------
Net cash provided by financing activities..........................     5,850
                                                                     ---------

NET INCREASE (DECREASE)............................................   $     0
                                                                     =========

Cash, Beginning of period..........................................   $     0
                                                                     =========
Cash, End of period................................................   $     0
                                                                     =========


 The accompanying notes are an integral part of these financial statements

<PAGE>




                         RIDGEFIELD INDUSTRIES CORP.
                      (A DEVELOPMENT STAGE CORPORATION)

                   NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                               DECEMBER 31, 2002


1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   Going Concern

   The accompanying financial statements have been prepared in conformity with
   the U.S. generally accepted accounting principles, which contemplate
   continuation of the Company as a going concern.  However, the Company was
   only recently formed, has incurred losses since its inception and has not
   net been successful in establishing profitable operations. These factors
   raise substantial doubt about the ability of the Company to continue as a
   going concern.  The management's plans include the acquisition of a suitable
   business venture to provide the opportunity for the Company to continue as
   a going concern. However, there can be no assurance that management will be
   successful in this endeavor.

   Waywood Investment Limited, the sole shareholder of the Company, agreed to
   provide services to the Company without reimbursements and to pay for all
   corporate, organizational, and other costs incurred by the Company without
   repayment until such time as a business combination is effected (see Note 3,
   "Related Party Transactions") and have successfully met such financial
   obligations under the agreement to this date.

   Development Stage Company

   Ridgefield Industries Corporation has been in the development stage since
   its formation on March 8, 2002. Planned principal operations have not
   commenced since then and the company has not generated any revenue.

   Basis of Presentation

   This summary of significant accounting policies of the Company is presented
   to assist in understanding the Company's financial statements. The financial
   statements and notes are representations of the Company's management who is
   responsible for their integrity and objectivity. These accounting policies
   conform to the U.S. generally accepted accounting principles and have been
   consistently applied in the preparation of the financial statements, which
   are stated in U.S. Dollars.

   Organization

   Ridgefield Industries Corp. (a development stage company) ("the Company")
   was incorporated in the State of Delaware on March 8, 2002 to serve as a
   vehicle to effect a merger, exchange of capital stock, asset acquisition or
   other business combination with a domestic or foreign private business. The
   Company's fiscal year end is December 31.

   The Company's ability to commence operations is contingent upon its ability
   to identify a prospective target business and raise the capital it will
   require through contributions by its shareholders, the issuance of equity
   securities, debt securities, loan from officers and directors, bank
   borrowings or a combination thereof.

   Cash and cash equivalents

   The Company considers all liquid investments with a maturity of three months
   or less from the date of purchase that are readily convertible into cash to
   be cash equivalents.

   Use of estimates

   The preparation of financial statements in conformity with generally accepted
   accounting principles requires management to make estimates and assumptions
   that affect certain reported amounts and disclosures. Accordingly, actual
   results could differ from those estimates.

   Start-up expenses

   The Company is expensing all start up expenses in accordance with AICPA
   Statements of Position 98-5.

   Income taxes

   The Company records its income tax provision in accordance with SFAS 109,
   which requires the use of the liability method of accounting for deferred
   income taxes. As the Company has not generated taxable income since its
   inception, no provision for income taxes has been made. At December 31, 2002,
   the Company did not have any significant net operating loss carry forwards.
   At December 31, 2002, the Company did not have any significant deferred tax
   liabilities or deferred tax assets.

   Basic and diluted net loss per share

   Net loss per share is calculated in accordance with Statement of Financial
   Accounting Standards 128, Earnings Per Share ("SFAS 128"), which superseded
   Accounting Principles Board Opinion 15 ("APB 15"). Basic net loss per share
   is based upon the weighted average number of common shares outstanding.
   Diluted net loss per share is based on the assumption that all dilutive
   convertible shares, stock options and warrants were converted or exercised.
   Dilution is computed by applying the treasury stock method. Under this
   method, options and warrants are assumed to be exercised at the beginning
   of the period (or at the time of issuance, if later), and as if funds
   obtained thereby were used to purchase common stock at the average market
   price during the period. At December 31, 2002 there were no dilutive
   convertible shares, stock options or warrants.

   Recent issued accounting standards

   In June 2001, the Financial Accounting Standards Board ("FASB") issued
   Statement of Financial Accounting Standards  ("SFAS") No. 141 "Business
   Combinations" and No. 142 "Goodwill and Other Intangible Assets". SFAS No.
   141 requires all business combinations initiated after June 30, 2001 to be
   accounted for under the purchase method. For all business combinations for
   which the date of acquisition is after June 30, 2001, SFAS No. 141 also
   establishes specific criteria for the recognition of intangible assets
   separately from goodwill and requires unallocated negative goodwill to be
   written off immediately as an extraordinary gain, rather than deferred and
   amortized. SFAS No. 142 changes the accounting for goodwill and other
   intangible assets after an acquisition. The most significant changes made
   by SFAS No. 142 are:(1) goodwill and intangible assets with indefinite lives
   will no longer be amortized; (2) goodwill and intangible assets with
   indefinite lives must be tested for impairment at least annually; and (3)
   the amortization period for intangible assets with finite lives will no
   longer be limited to forty years. At this time, the Company does not believe
   that the adoption of either of these statements will have a material effect
   on its financial position, results of operations, or cash flows.

   In June 2001, the FASB issued SFAS No. 143 "Accounting for Asset Retirement
   Obligations".  SFAS No. 143 establishes accounting requirements for
   retirement obligations associated with tangible long-lived assets, including
   (1) the timing of the liability recognition, (2) initial measurement of the
   liability, (3) allocation of asset retirement cost to expense, (4)
   subsequent measurement of the liability and (5) financial statement
   disclosures.  SFAS No. 143 requires that an asset retirement cost should be
   capitalized as part of the cost of the related long-lived asset and
   subsequently allocated to expense using a systematic and rational method.
   The adoption of SFAS No. 143 is not expected to have a material effect on
   the Company's financial position, results of operations, or cash flows.

   In August 2001, the FASB also approved SFAS No. 144, "Accounting for the
   Impairment or Disposal of Long-Lived Assets".  SFAS No. 144 replaces SFAS No.
   121. The new accounting model for long-lived assets to be disposed of by sale
   applies to all long-lived assets, including discontinued operations, and
   replaces the provisions of Accounting Principles Board (APB) Opinion No. 30,
   "Reporting Results of Operations- Reporting the Effects of Disposal of a
   Segment of a Business", for the disposal of segments of a business.  SFAS No.
   144 requires that those long-lived assets be measured at the lower of
   carrying amount or fair value less cost to sell, whether reported in
   continuing operations or in discontinued operations.  Therefore, discontinued
   operations will no longer be measured at net realizable value or include
   amounts for operating losses that have not yet occurred.  SFAS No. 144 also
   broadens the reporting of discontinued operations to include all components
   of an entity with operations that can be distinguished from the rest of the
   entity and that will be eliminated from the ongoing operations of the entity
   in a disposal transaction. The provisions of SFAS No. 144 are effective for
   financial statements issued for fiscal years beginning after December 15,
   2001 and, generally, are to be applied prospectively. At this time, the
   Company does not believe that the adoption of SFAS No. 144 will have a
   material effect on its financial position, results of operations, or cash
   flows.

   In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements
   No. 4, 44 and 64, Amendment of FASB Statement No. 13 and Technical
   Corrections." SFAS 145 eliminates Statement 4 and, thus, the exception to
   applying Opinion 30 to all gains and losses related to extinguishments of
   debt (other than extinguishments of debt to satisfy sinking-fund
   requirements, the exception to application of Statement 4 noted in Statement
   64). As a result, gains and losses from extinguishment of debt should be
   classified as extraordinary items only if they meet the criteria in Opinion
   30. This provision of SFAS 145 is effective for fiscal years beginning after
   May 15, 2002. The adoption of SFAS No. 145 is not expected to have a
   material effect on the Company's financial position, results of operations,
   or cash flows.

2. SHAREHOLDERS' EQUITY

   Preferred Stock

   The Company is authorized to issue 20,000,000 shares of preferred stock at
   $.0001 par value, with such designation voting and other rights and
   preferences as may be determined from time to time by the Board of Directors.
   As of December 31, 2002, no preferred stock has been issued.

   Common Stock and Contributed Capital

   The Company is authorized to issue 80,000,000 shares of common stock at
   $.0001 par value.  On March 8, 2002, the Company issued 5,000,000 shares of
   its common stock to Waywood Investment Limited, the sole shareholder of the
   Company, pursuant to Section 4(2) of the Securities Act of 1933 for services
   valued at $500. As to date all expenses incurred or paid by the controlling
   shareholder on behalf of the Company are recorded as contributed capital
   by the Company's controlling shareholder.

3. RELATED PARTY TRANSACTIONS

   Since its inception, the Company has not paid any compensation to any
   officer or director of the Company and no significant time and efforts have
   either incurred on the part of management.

   The Company neither owns nor leases any real property. Office spaces are
   provided at nominal charge by the sole director and officer of the Company
   at $100 per month.

   On March 12, 2002, the Company signed an agreement with Waywood Investment
   Limited. ("Waywood"), the sole shareholder of the Company.  The Agreement
   calls for Waywood to provide the following services, without reimbursement
   from the Company, until the Company enters into a business combination as
   described in Note 1: (1) Preparation and filing of all required documents
   with the Securities and Exchange Commission; (2) Location and review of
   potential target companies, and (3) Payment of all corporate, organizational,
   and other costs incurred by the Company.

   All expenses incurred or paid by the controlling shareholder on behalf of
   the Company to the date have been recorded in the Company's statement of
   operations with a related credit to contributed capital and this include
   the costs of consulting agreements and finders' fee by the controlling
   shareholder for locating a target company.

4. SUBSEQUENT EVENT

   On February 26, 2003, Waywood Investment Limited, the sole shareholder of
   the Company, entered into a Stock Purchase Agreement with Comp Property
   International Limited, a British Virgin Islands corporation ("Comp
   Property International"), pursuant to which Comp Property International
   acquired 4,250,000 shares of the Company's common stock owned by Waywood.
   As a result, Comp Property International now owns 85% of the Company's
   issued and outstanding shares.


Item 8. Changes in and Disagreements with Accountants on Accounting and
        Financial Disclosure

        None.


                                    PART III

Item 9.   Directors, Executive Officers, Promoters and Control Persons;
          Compliance with Section 16(a) of the Exchange Act

    The Company has one Director and Officer as follows:

    Name             Age         Positions and Offices Held
----------------   --------  ---------------------------------------------
 Jianjun Zhang        33     President, Treasurer, Secretary, and Director

    There are no agreements or understandings for the officer or director to
resign at the request of another person and the above-named officer and director
is neither acting on behalf of nor will act at the direction of any other
person.

    Set forth below is the name of our director and officer, all positions and
offices with the Company held, the period during which he has served as such,
and the business experience during at least the last five years:

    Mr. Jianjun Zhang has served as President, Treasurer, Secretary and the
sole member of the Board of Directors of the Company since March 8, 2002
(inception). From February 1994 to January 2000, Mr. Zhang served as a product
manager of Shanghai Xiehe Daily-Use Healthy Products Limited, a manufacturer
and seller of health and beauty products in Shanghai, China. From January 2000
to January 2002, Mr. Zhang was a self-employed small business consultant.
From January 2002 to present, he is president, treasurer, secretary and the
sole director of Waywood Investment Ltd., a business consulting firm
incorporated in the British Virgin Islands. In addition to the Company,
Mr. Zhang is President, Treasurer, Secretary and the sole director for the
following four blank check companies since their inception, which are in
parenthesis after the company names: Easton Technologies Corp. (March 2002),
Oxford Technologies Inc. (March 2002), Norton Industries Corp.(March 2002),
and Weston Technologies Corp. (March 2002).

    During the past five years, no present or former director, executive
officer or person nominated to become a director or an executive officer of
the Company:

    (1) was a general partner or executive officer of any business against
which any bankruptcy petition was filed, either at the time of the bankruptcy
or two years prior to that time;

    (2) was convicted in a criminal proceeding or named subject to a pending
criminal proceeding (excluding traffic violations and other minor offenses);

    (3) was 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; or

    (4) was found by a court of competent jurisdiction (in a civil action),
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.

    Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's officers and directors, and persons who own more than
10% of a registered class of the Company's equity securities, to file
reports of ownership and changes in ownership of equity securities of the
Company with the Securities and Exchange Commission. Officers, directors
and greater-than 10% shareholders are required by the Securities and Exchange
Commission regulation to furnish the Company with copies of all Section
16(a) filings. For the period covered by this Annual Report, the Company
was in compliance with the Section 16(a) of the Securities Exchange Act of
1934.


Item 10.  Executive Compensation

    Our sole officer and director does not receive any compensation for his
services rendered to the Company, has not received such compensation in the
past, and is not accruing any compensation pursuant to any agreement with us.
However, the officer and director of the Company anticipates receiving
benefits as a beneficial shareholder of the Company, as the officer and
director and sole shareholder of Waywood Investment Ltd.

    No retirement, pension, profit sharing, stock option or insurance
programs or other similar programs have been adopted by the Company for the
benefit of its employees.


Item 11.  Security Ownership of Certain Beneficial Owners and Management

    The following table sets forth each person known by the Company to be
the beneficial owner of five percent or more of our Common Stock, all
directors individually and all directors and officers of the Company as a
group. Except as noted, each person has sole voting and investment power
with respect to the shares shown.  The below table is based on an aggregate
of 5,000,000 shares of Common Stock issued and outstanding as of March 25,
2003.  There are no outstanding options or warrants to purchase, nor any
securities convertible into, our common shares.

                  Name and Address          Amount and Nature of  Percent
Title of Class   of Beneficial Owner        Beneficial Ownership  of Class
-------------  ---------------------------- --------------------- --------
Common Stock   Comp Property International Ltd.   4,250,000         85%
               49-51 Jervois Street, 7th Floor
               Sheung Wan, Hong Kong

Common Stock   Jianjun Zhang (1)                    750,000         15%
               524 Westgate Drive
               Edison, NJ 08820

Common Stock   All Officers and                     750,000         15%
               Directors as a Group (one person)

(1) As the controlling shareholder, the sole director and officer of Waywood
Investment Ltd., Mr. Zhang is deemed to be the beneficial owner of the common
stock of the Company owned by Waywood Investment Ltd.


Item 12.  Certain Relationships and Related Transactions

    In connection with the organization of the Company, we issued a total of
5,000,000 shares of our Common Stock to Waywood Investment Ltd. ("Waywood")
for incorporating the Company in the State of Delaware and clerical and
administrative services valued at $500 on March 8, 2002.  Our sole director
and officer, Mr. Jianjun Zhang, is the controlling shareholder and the sole
officer and director of Waywood Investment Ltd.

    We currently use the offices of Waywood, a company controlled by our sole
director and officer, at a nominal charge of $100 per month. Waywood Investment
Ltd. has agreed to continue this arrangement until the Company completes an
acquisition or merger.  See Item 2, "Description of Property."

    On March 12, 2002, we signed an agreement with Waywood. Pursuant to the
Agreement, Waywood will provide the following services to the Company, without
reimbursement, until we enters into a business combination, (i) Preparation
and filing of required documents with the Securities and Exchange Commission,
(ii) Locating and review of potential target companies, and (iii) Payment of
all corporate, organizational, and other costs incurred by the Company. No
member of management or any promoter of the Company, or an affiliate of either,
have been involved in any previous blank check offerings.

    In addition to the Company, Mr. Zhang, our president, serves the sole
director and sole officer (President, Secretary, and Treasurer) of four other
blank check companies that contemplate the same business activities as the
Company and thus compete directly with the Company. Including the Company,
these companies are: Easton Technologies Corp.; Norton Industries Corp.;
Oxford Technologies Inc.; Ridgefield Industries Corp.; and Weston
Technologies Corp.

    As a result of his role as the sole officer and director of these five
companies, Mr. Zhang will have a conflict of interest with respect to
prospective target companies and presenting a corporate opportunity to the
Company. In general, officers and directors of a corporation incorporated
under the laws of the State of Delaware are required to present certain
business opportunities to such corporation, and the laws of the State of
Delaware further provide rights and remedies to stockholders in the event
such duty is breached. As a result of Mr. Zhang's business associations
with multiple companies he will have conflicting interests. The Company has
agreed that with respect to conflicts of interest amongst these companies
related to the allocation of opportunities to negotiate and merge with
target companies, the Company will waive any conflict or claim related to
Mr. Zhang's fiduciary duty. However, the conflict should be mitigated by
the fact that Mr. Zhang has the same ownership interest in each other company
as he does in the Company, and each company (including the Company) has
identical stockholder. In addition, in most cases, Mr. Zhang will allow the
potential target company to choose the company to merge with. The conflict
will be more significant should, at a later date, these facts change.

    Mr. Zhang participates in other business ventures which may compete
directly with the Company. He intends to devote as much time to the activities
of the Company as required. However, should such a conflict arise, there is
no assurance that Mr. Zhang would not attend to other matters prior to those
of the Company. Mr. Zhang estimates that the business plan of the Company can
be implemented in theory by devoting approximately 10 to 25 hours per month
over the course of several months but such figure cannot be stated with
precision.

    We will not enter into a business combination, or acquire any assets
of any kind for its securities, in which management of the Company or any
affiliates have any interest, direct or indirect. There are no binding
guidelines or procedures for resolving potential conflicts of interest.
Failure by management to resolve conflicts of interest in favor of the
Company could result in liability of management to the Company.


Item 13.  Exhibits and Reports on Form 8-K

(a)   Exhibits

  Exhibit No.             Description
 --------------  -------------------------------------------------------
     3.1             Certificate of Incorporation (1)
     3.2             By-Laws (1)
     4.1             Specimen Stock Certificate(2)
    10.1             Agreement with Waywood Investment Ltd. (1)
    10.2             Shareholder agreement (1)
    23.1             Consent of Independent Certified Public Accountants(3)


   (1)  Incorporated by reference from the Company's Registration Statement on
        Form 10-SB filed on June 10, 2002.

  (2)  Incorporated by reference from the Company's Registration Statement on
       Form 10-SB/A filed on July 29, 2002.

  (3)  Filed herewith.

(b)  Reports on Form 8-K

      No reports on Form 8-K were filed during the fourth quarter of 2002.

      On February 28, 2003, the Company filed a Form 8-K to report that
  Waywood Investment Limited, the sole shareholder of the Company, entered
  into a Stock Purchase Agreement with Comp Property International Limited, a
  British Virgin Islands corporation, pursuant to which Comp Property
  International acquired 4,250,000 shares of the Company's common stock
  representing 85% of the Company's issued and outstanding shares from
  Waywood, for a consideration of $42,500 in cash.



                                     SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.


Ridgefield Industries Corp.


By: /s/ Jianjun Zhang
-----------------------------------
Jianjun Zhang, Director and President


Date: March 25, 2003




                                        CERTIFICATION


I, Jianjun Zhang, certify that:

1.   I have reviewed this annual report on Form 10-KSB of Ridgefield
     Industries Corp.;

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

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

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as
     defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
     we have:

       a) designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this annual report
          is being prepared;

       b) evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

       c) presented in this annual report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent functions):

      a)  all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses
          in internal controls; and

      b)  any fraud, whether or not material, that involves management or
          other employees who have a significant role in the registrant's
          internal controls; and

6.   The registrant's other certifying officers and I have indicated in this
     annual report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date:  March 25, 2003


  /s/ Jianjun Zhang
 -----------------------
 Jianjun Zhang, President