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

                                    Form 10-K


(Mark One)

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

                  For the fiscal year ended December 31, 2008


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

                For the transition period from ______ to _______


                         Commission File Number 0-16335



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


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


          1 North Federal Highway, Suite 201, Boca Raton, Florida 33432
         --------------------------------------------------------------
                    (Address of principal executive offices)


                                 (561) 362-4199
              ----------------------------------------------------
              (Registrant's telephone number, including area code)



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

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


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

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

<PAGE>

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

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

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

    Large accelerated filer [ ]                Accelerated filer         [ ]

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


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

                                 Yes [X] No [ ]

     The aggregate market value of the voting stock held by non-affiliates of
the registrant as of June 30, 2008 was $268,836. For this computation, the
registrant has excluded the market value of all shares of its Common Stock
reported as beneficially owned by executive officers and directors of the
registrant; such exclusion shall not be deemed to constitute an admission that
any such person is an "affiliate" of the registrant.


As of March 13, 2009, there were issued and outstanding 1,194,773 shares of the
registrant's common stock, par value $.001 per share.



                                        2
<PAGE>

                          RIDGEFIELD ACQUISITION CORP.
                                    FORM 10-K


                                Table of Contents
                                                                      Page


PART I                                                                  4

ITEM 1.  BUSINESS.                                                      4

ITEM 1A. RISK FACTORS.                                                  6

ITEM 2.  PROPERTIES.                                                   12

ITEM 3.  LEGAL PROCEEDINGS.                                            13

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


PART II                                                                13

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

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

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA.                   17

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

ITEM 9A. CONTROLS AND PROCEDURES.                                      18

ITEM 9B. OTHER INFORMATION.                                            20


PART III                                                               21

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.       21

ITEM 11. EXECUTIVE COMPENSATION.                                       23

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIL OWNERS
         AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS.               25

ITEM 13. CERTAIN RELATIONAHIPS AND RELATED TRANSACTIONS
         AND DIRECTOR INDEPENDENCE.                                    26

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.                       27

ITEM 15. EXHIBITS.                                                     27


SIGNATURES.                                                            29


                                        3
<PAGE>

                                     PART I

ITEM 1. BUSINESS.


      Ridgefield Acquisition Corp. (the "Company") was incorporated as a
Colorado corporation on October 13, 1983 under the name Ozo Diversified, Inc. On
June 23, 2006, the Company filed Articles of Merger with the Secretary of State
of the State of Nevada that effected the merger between the Company and a
wholly-owned subsidiary formed under the laws of the State of Nevada ("RAC-NV"),
pursuant to the Articles of Merger, whereby RAC-NV was the surviving
corporation. The merger changed the domicile of the Company from the State of
Colorado to the State of Nevada. Furthermore, as a result of the Articles of
Merger the Company is authorized to issue 35,000,000 shares of capital stock
consisting of 30,000,000 shares of common stock, $.001 par value per share and
5,000,000 shares of preferred stock, $.01 par value per share.

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

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

        As of December 31, 2008, Bio-Medical had 45,000,000 shares of capital
stock authorized for issuance consisting of (1) 40,000,000 share of common stock
par value $.001 per share; and (2) 5,000,000 shares of preferred stock par value
$.01 per share. Bio-Medical has 1,140,773 shares of its common stock issued and
outstanding, all of which are owned by the Company. Bio-Medical has no shares of
preferred stock issued or outstanding. A copy of the Articles of Incorporation
and bylaws of Bio-Medical are attached to the Company's Annual Report on Form
10-KSB for the year ended December 31, 2005 as Exhibit 3.6 and Exhibit 3.7,
respectively, and such documents are incorporated herein by reference.

      Since July 2000, the Company has suspended all operations, except for
necessary administrative matters relating to the timely filing of periodic
reports as required by the Securities Exchange Act of 1934. Accordingly, during
the year ended December 31, 2008 and the period from January 1, 2000 through
December 31, 2008, the Company has earned no revenues other than interest income
and income from investments.


                                        4
<PAGE>

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

      The Company's plan of operation is to arrange for a merger, acquisition,
business combination or other arrangement by and between the Company and a
viable operating entity. The Company has not identified a viable operating
entity for a merger, acquisition, business combination or other arrangement, and
there can be no assurance that the Company will ever successfully arrange for a
merger, acquisition, business combination or other arrangement by and between
the Company and a viable operating entity.

      The Company anticipates that the selection of a business opportunity will
be a complex process and will involve a number of risks, because potentially
available business opportunities may occur in many different industries and may
be in various stages of development. Due in part to depressed economic
conditions in a number of geographic areas, rapid technological advances being
made in some industries and shortages of available capital, management believes
that there are numerous firms seeking either the limited additional capital
which the Company will have or the benefits of a publicly traded corporation, or
both. The perceived benefits of a publicly traded corporation may include
facilitating or improving the terms upon which additional equity financing may
be sought, providing liquidity for principal shareholders, creating a means for
providing incentive stock options or similar benefits to key employees,
providing liquidity for all shareholders and other factors.

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

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

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


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

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


                                        5
<PAGE>

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

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

      On June 1, 2007, the Company purchased 57,500 shares of Argan common stock
at an average price of $5.40 per share or $311,082. At December 31, 2008 the
Company's 57,500 shares of Argan common stock were valued at $10.90 or $626,750.

      While the Company will endeavor to invest in securities that have a
potential for gain, there can be no assurances that the Company will not suffer
losses based on its Investment Strategy.


Employees
---------

      As of March 13, 2009, the Company had 1 employee, Steven N. Bronson, who
serves as the Company's President. The Company does not have any employees that
are represented by a union or other collective bargaining group.


ITEM 1A. RISK FACTORS.

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



                                        6
<PAGE>

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

      The Company has limited resources and has had no revenues from operations
for the fiscal years ended December 31, 2008 and December 31, 2007. On March 9,
1999, the Company sold substantially all of its assets and essentially ceased
all operations. Currently, the primary source of revenue for the Company is
interest income. The Company will only earn revenues through the acquisition of
or merger(an "Acquisition") with a target company (a "Target"). There can be no
assurance that any Target, at the time of the Company's consummation of an
Acquisition of the Target, or at any time thereafter, will derive any material
revenues from its operations or operate on a profitable basis. The current
revenues of the Company may not be sufficient to fund further Acquisitions.
Based on the Company's limited resources, the Company may not be able to
effectuate its business plan and consummate an Acquisition. There can be no
assurance that determinations ultimately made by the Company will permit the
Company to achieve its business objectives.


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

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


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

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


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

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


                                        7
<PAGE>

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

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


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

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


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

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



                                        8
<PAGE>

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

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



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

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



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

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



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

      As of March 13, 2009, Mr. Bronson beneficially owns and controls 980,049
shares of common stock of the Company, representing approximately 82% of the
issued and outstanding shares of common stock and approximately 82% of the
voting power of the issued and outstanding shares of common stock of the
Company. In the election of directors, stockholders are not entitled to cumulate
their votes for nominees. Accordingly, as a practical matter, Mr. Bronson may be
able to elect all of the Company's directors and otherwise direct the affairs of
the Company.


                                        9
<PAGE>

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

      Mr. Bronson is not required to commit his full time to the affairs of the
Company. Mr. Bronson will have conflicts of interest in allocating management
time among various business activities. As a result, the consummation of an
Acquisition may require a greater period of time than if Mr. Bronson devoted his
full time to the Company's affairs. However, Mr. Bronson will devote such time
as he deems reasonably necessary to carry out the business and affairs of the
Company, including the evaluation of potential Targets and the negotiation and
consummation of Acquisitions and, as a result, the amount of time devoted to the
business and affairs of the Company may vary significantly depending upon, among
other things, whether the Company has identified a Target or is engaged in
active negotiation and consummation of an Acquisition.


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

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


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

      The Company's Certificate of Incorporation authorizes the issuance of
30,000,000 shares of common stock. As of March 13, 2009, the Company had
1,194,773 shares of common stock issued and outstanding and 28,805,227
authorized but unissued shares of common stock available for issuance. Except
for the Company's obligations under the Consulting Agreement with Catalyst
Financial, LLC, dated June 6, 2008 (See Item 12 below), the Company has no
commitments as of this date to issue its securities. However, the Company will,
in all likelihood, issue a substantial number of additional shares in connection
with or following an Acquisition. To the extent that additional shares of common
stock are issued, the Company's stockholders would experience dilution of their
ownership interests in the Company. Additionally, if the Company issues a
substantial number of shares of common stock in connection with or following an
Acquisition, a change in control of the Company may occur which may affect,
among other things, the Company's ability to utilize net operating loss carry
forwards, if any. Furthermore, the issuance of a substantial number of shares of
common stock may adversely affect prevailing market prices, if any, for the
common stock and could impair the Company's ability to raise additional capital
through the sale of its equity securities. The Company may use consultants and
other third parties providing goods and services. These consultants or third
parties may be paid in cash, stock, options or other securities of the Company.
The Company may in the future need to raise additional funds by selling
securities of the Company which may involve substantial additional dilution to
the investors.


                                       10
<PAGE>

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

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


The Company Expects to Pay No Cash Dividends
--------------------------------------------

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


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

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

                                  11
<PAGE>

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

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


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

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


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


ITEM 2. PROPERTIES.


      Between January 5, 2004 and December 31, 2008, the Company maintained its
principal offices at 100 Mill Plain Road, Danbury, Connecticut 06811. The
Company was using a portion of the premises occupied by Catalyst Financial LLC,
a full service brokerage, investment banking and consulting firm, located at 100
Mill Plain Road, Danbury, Connecticut 06811. Steven N. Bronson, the President of
the Company, is the principal and owner of Catalyst Financial LLC. Catalyst
Financial LLC has agreed to waive the payment of any rent by the Company for use
of the offices.


Subsequent event.

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

                                       12
<PAGE>

ITEM 3. LEGAL PROCEEDINGS.

      There are no pending legal proceedings to which the Company is a party or
of which any of its property is the subject as of the date of this report and
there were no such proceedings during the years ended December 31, 2008 and
December 31, 2007.


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

      No matter was submitted to a vote of the Company's security holders during
the fourth quarter of the year ended December 31, 2008.



                                     PART II

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

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


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

           2008
         First Quarter                       2.00                  1.50
         Second Quarter                      1.50                  1.50
         Third Quarter                       1.50                  1.50
         Fourth Quarter                      1.50                  1.50

           2007
         First Quarter                       3.00                  3.00
         Second Quarter                      3.00                  1.50
         Third Quarter                       1.75                  1.50
         Fourth Quarter                      2.20                  1.50


      As of March 13, 2009, the bid and ask price of the Company's common stock
was $1.50 and $2.90, respectively.

      (b) HOLDERS. As of March 13, 2009, the Company had approximately 655
shareholders of record of its common stock, $0.001 par value.

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

                                       13
<PAGE>

Section 15(g) of the Exchange Act

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

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

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

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

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

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


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

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


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

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


                                       14
<PAGE>

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

      The Company's plan of operation is to arrange for a merger, acquisition,
business combination or other arrangement by and between the Company and a
viable operating entity. The Company has not identified a viable operating
entity for a merger, acquisition, business combination or other arrangement, and
there can be no assurance that the Company will ever successfully arrange for a
merger, acquisition, business combination or other arrangement by and between
the Company and a viable operating entity.

      The Company anticipates that the selection of a business opportunity will
be a complex process and will involve a number of risks, because potentially
available business opportunities may occur in many different industries and may
be in various stages of development. Due in part to depressed economic
conditions in a number of geographic areas, rapid technological advances being
made in some industries and shortages of available capital, management believes
that there are numerous firms seeking either the limited additional capital
which the Company will have or the benefits of a publicly traded corporation, or
both. The perceived benefits of a publicly traded corporation may include
facilitating or improving the terms upon which additional equity financing may
be sought, providing liquidity for principal shareholders, creating a means for
providing incentive stock options or similar benefits to key employees,
providing liquidity for all shareholders and other factors.

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

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

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


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

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


                                   15
<PAGE>

The Spin-Off of Subsidiary
---------------------------

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

      On April 27, 2007, the Board of Directors of the Company voted to
terminate the proposed spin-off of Bio-Medical.


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

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

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

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

      On June 1, 2007, the Company purchased 57,500 shares of Argan common stock
at an average price of $5.40 per share or $311,082. At December 31, 2008 the
Company's 57,500 shares of Argan common stock were valued at $10.90 per share or
$626,750.

      While the Company will endeavor to invest in securities that have a
potential for gain, there can be no assurances that the Company will not suffer
losses based on its Investment Strategy.


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

      During the year ended December 31, 2008 ("Fiscal 08"), the Company earned
no revenues from operations and generated interest income of $2,596 compared to
no revenues from operations and interest income in the amount of $6,254 for the
year ended December 31, 2007 ("Fiscal 07").

                                       16
<PAGE>

      During Fiscal 08, the Company incurred expenses of $134,146, an increase
of $87,884 compared to expenses of $46,262 for Fiscal 07. The increase was due
primarily to the Company's entry into the Consulting Agreement with Catalyst
Financial, LLC. As of December 31, 2008, the Company had investment income of $0
and other comprehensive loss of $140,875 based on its investment in securities.

      For Fiscal 08, the Company incurred a net operating loss of $131,549
compared to a net operating gain of $59,976 for Fiscal 07.


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

      During Fiscal 08, the Company satisfied its working capital needs from
cash on hand at the beginning of the year. As of December 31, 2008, the Company
had working capital of $734,627. While this working capital will satisfy the
Company's immediate financial needs, it may not be sufficient to provide the
Company with sufficient capital to finance a merger, acquisition or business
combination between the Company and a viable operating entity. The Company may
need additional funds in order to complete a merger, acquisition or business
combination between the Company and a viable operating entity. There can be no
assurances that the Company will be able to obtain additional funds if and when
needed.

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

      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.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

      The consolidated financial statements and related notes are included as
part of this report as indexed in the appendix on pages F-1 through F-17.


                                    17
<PAGE>

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

      On September 23, 2008 the registrant dismissed Carlin, Charron & Rosen,
LLP as its independent accountants and engaged Mark Bailey & Company, Ltd. as
its new independent accountants, as of September 23, 2008. This change was
reported by the Company on a current report on Form 8-K, which was filed on
September 25, 2008


Item 9A. CONTROLS AND PROCEDURES.

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

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


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

      Based on his evaluation of the Company's disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act)
as of the end of the period covered by this annual report on Form 10-K the
Company's principle executive officer has concluded that the Company's
disclosure controls and procedures did operate in an effective manner as of
December 31, 2008.

                                       18
<PAGE>

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

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

      Internal control over financial reporting is defined, under the Exchange
Act, as a process designed by, or under the supervision of, the issuer's
principal executive and principal financial officers, or persons performing
similar functions, and effected by the issuer's board of directors, management
and other personnel, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles and
includes those policies and procedures that:

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

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

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

       The Company's principal executive officer has assessed the effectiveness
of the Company's internal control over financial reporting as of December 31,
2008. In making this assessment, the Company's principal executive officer was
guided by the releases issued by the SEC and to the extent applicable the
criteria established in Internal Control - Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission. The Company's
principal executive officer has concluded that based on his assessment, as of
December 31, 2008, the Company's procedures of internal control over financial
reporting was effective.

                                       19
<PAGE>

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

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

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


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

      There were no changes in our internal control over financial reporting
that occurred during the quarter ended December 31, 2008 that have materially
affected, or are reasonable likely to materially affect, our internal control
over financial reporting.


ITEM 9B. OTHER INFORMATION

      On June 3, 2008, the Board of Directors duly authorized and approved the
Company's entry into a consulting agreement with Catalyst Financial LLC
("Catalyst Financial"), a full service securities brokerage, investment banking
and consulting firm, owned by Steven N. Bronson, the President and Chairman of
the Company. Steven N. Bronson abstained from the vote.

      On June 6, 2008, the Company entered into an agreement with Catalyst
Financial (the "Consulting Agreement"). The Consulting Agreement is for a term
of twenty months and terminates on January 31, 2010. Pursuant to the Consulting
Agreement, Catalyst Financial agreed to provide consulting services to the
Company relating to the management and administration of the Company's business
affairs and in connection with the Company's acquisition strategy, Catalyst
Financial shall assist the Company in identifying and investigating prospective
target companies for mergers, acquisitions, business combinations and similar
transactions, and, if investigation warrants, advising the Company concerning
the negotiation of terms and the financial structure of such transactions.


                                       20
<PAGE>

      In consideration for the consulting services rendered and to be rendered
by the Catalyst Financial, the Company shall: (1) pay Catalyst Financial a
monthly fee in the amount of $5,000 commencing on June 6, 2008 and continuing
thereafter on the first day of each successive month until January 1, 2010, and
(2) the Company shall issue Catalyst Financial a total of 120,000 shares of the
Company's common stock, $.001 par value (the "Shares"). The Shares shall be
issued to Catalyst Financial and shall vest at a rate of 6,000 shares per month
commencing on June 30, 2008 and an additional 6,000 shares shall vest on the
last day of each successive month thereafter until January 31, 2010. The Shares
will be issued at fair value based upon the closing price on the date of
issuance when earned by Catalyst Financial. The Shares are restricted securities
as that term is described in the Securities Act of 1933 (the "Act") and are
issued by the Company in reliance of Section 4(2) of the Act. The Consulting
Agreement commences on June 6, 2008 and shall terminate on January 31, 2010. The
above is just a summary of the Consulting Agreement, readers are referred to the
actual Consulting Agreement for all of its terms and conditions. A copy of the
Consulting Agreement is attached as Exhibit 10.19 to a Form 8-K, dated June 9,
2008.


Subsequent Event
----------------

      In accordance with the Consulting Agreement, on January 31, 2009 the
Company delivered 6,000 shares of the Company's common stock, $.001 par value,
to Catalyst Financial and on February 28, 2008 the Company delivered 6,000
shares of the Company's common stock, $.001 par value, to Catalyst Financial.



                                    PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

      The following table sets forth the name, age and position of each of our
directors, executive officers and significant employees as of December 31, 2008.
Each director will hold office until the next annual meeting of our stockholders
or until his or her successor has been elected and qualified. Our executive
officers are appointed by, and serve at the discretion of, the Board of
Directors.

Name                    Age     Position
------------------     -----    --------------------
Steven N. Bronson        43     Chairman, Chief Executive Officer and President
Leonard Hagan            57     Director
Kenneth Schwartz         53     Director


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

                                       21
<PAGE>

      Leonard Hagan has served as a director of the Company since March 17,
2000. Mr. Hagan is a certified public accountant and for the past fifteen years
has been a partner at Hagan & Burns CPA's, PC in New York. Mr. Hagan received a
Bachelors of Arts degree in Economics from Ithaca College in 1974, and earned
his Masters of Business Administration degree from Cornell University in 1976.
Mr. Hagan is registered as the Financial and Operations Principal for the
following broker-dealers registered with the Securities and Exchange Commission:
Mallory Capital Group, LLC, Empire Asset Management Company, Inc. Fieldstone
Services Corp., Avatar Trading, LLC, Livingston Securities, LLC, Coastal 1
Trading, LLC and Danske Markets, Inc. Mr. Hagan is also a director of 4net
Software, Inc. and BKF Capital Group, Inc. both publicly traded corporations.

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

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


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

      During the year ended December 31, 2008, the Board of Directors held two
meetings. In view of the Company's lack of operations, during the year ended
December 31, 2008, the Board of Directors did not form any committees. During
the year ended December 31, 2008, all of the directors then in office attended
100% of the total number of meetings of the Board of Directors and the
Committees of the Board of Directors on which they served.


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

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


                                       22
<PAGE>

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

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


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

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

      To the Company's knowledge, based solely upon a review of the copies of
such reports furnished to the Company and written representations that no other
reports were required, during the year ended December 31, 2008, all Section
16(a) filing requirements applicable to its officers, directors and greater than
10% beneficial owners were complied with.


ITEM 11.   EXECUTIVE COMPENSATION

Summary Compensation Table(1)

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

Name/Position        Fiscal year   Annual Salary    Stock Grants  Option Grants
--------------------------------------------------------------------------------
Steven N. Bronson
CEO and President       2008            $0                0              0
                        2007            $0                0              0
                        2006            $0                0              0


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

                                       23
<PAGE>

Option/SAR Grants in Last Fiscal Year

      The following table contains certain information regarding grants of stock
options to Named Executive Officers during the year ended December 31, 2008. The
stock options listed below were granted without tandem stock appreciation
rights. We have no freestanding stock appreciation rights outstanding.


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

Steven N. Bronson       0             0                   -                -

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


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

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


Aggregate Option Exercises in Fiscal 08 and Fiscal 08 Option Values

      The following table contains certain information regarding stock options
exercised during and options to purchase common stock held as of December 31,
2008, by each of the Named Executive Officers.

<TABLE>
<CAPTION>
                       Number                       Number of Securities          Value of Unexercised
                       Of Shares                    Underlying Unexercised       In-the-Money Options
Name/                  Acquired        Value        Options at Fiscal Year End   at Fiscal Year End
Position               On Exercise     Realized     Exercised/Unexercised        Exercised/Unexercised (1)
------------------     -----------     --------     --------------------------   -------------------------
<S>                         <C>           <C>                   <C>                        <C>
Steven N. Bronson
    Chairman, CEO
    and President           0             0                     0                          $0

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

                                           24
<PAGE>

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

      For the year ended December 31, 2008, no cash compensation was paid to our
directors for their services as directors.


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

      On March 28, 2006, the Company entered into a new employment agreement
with Steven N. Bronson appointing Mr. Bronson to serve as the chief executive
officer and the president of the Company for the period April 1, 2006 through
March 31, 2007. The agreement provides that Mr. Bronson will not receive a
salary, however, the Board of Directors may determine to compensate Mr. Bronson.
The term of the agreement is for a one (1) year period and the agreement
automatically renews for additional one (1) year periods provided it is not
terminated. A copy of the agreement is attached as Exhibit 10.17, to the Form
10-KSB for the year ended December 31, 2005 and is incorporated herein by
reference. Mr. Bronson's employment agreement automatically renewed for one year
periods April 1, 2007 and April 1, 2008. The terms of such Employment Agreement
include the following:

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


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

      The following table sets forth as of March 13, 2009 certain information
regarding the beneficial ownership of the common stock outstanding by (i) each
person who is known to the Company to own 5% or more of the common stock, (ii)
each director of the Company, (iii) certain executive officers of the Company
and (iv) all executive officers and directors of the Company as a group. Unless
otherwise indicated, each of the stockholders shown in the table below has sole
voting and investment power with respect to the shares beneficially owned.
Unless otherwise indicated, the address of each person named in the table below
is c/o Ridgefield Acquisition Corp., 1 North Federal Highway, Suite 201, Boca
Raton, Florida 33432.


                                                     Number of       Percent
Name and Address           Company Position        Shares owned      of class
----------------           ----------------        ------------      --------
Steven N. Bronson          Chairman, CEO            980,049(2)          82%
                           and President

Kenneth Schwartz           Director                  32,500(3)         2.7%

Leonard Hagan              Director                  15,000            1.1%

All directors and executive
officers a group (3 persons)                      1,027,549           85.8%
-----------------------------

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

                                       25
<PAGE>

(2) This amount also includes 34,211 shares of common stock owned by Mr.
Bronson's spouse. This amount does not include the additional 66,000 shares that
Mr. Bronson will receive pursuant to the Consulting Agreement, during the period
March 31, 2009 to January 31, 2010, at the rate of 6,000 shares per month.

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


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

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

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

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

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

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

                                       26
<PAGE>

      Between January 5, 2004 and December 31, 2008, the Company maintained its
principal offices at 100 Mill Plain Road, Danbury, Connecticut 06811. The
Company was using a portion of the premises occupied by Catalyst Financial LLC,
a full service brokerage, investment banking and consulting firm, located at 100
Mill Plain Road, Danbury, Connecticut 06811. Steven N. Bronson, the President of
the Company, is the principal and owner of Catalyst Financial LLC. Catalyst
Financial LLC has agreed to waive the payment of any rent by the Company for use
of the offices.


Subsequent Events.

      Since January 1, 2009, pursuant to the Consulting Agreement, the Company
paid Catalyst Financial $15,000 and issued Catalyst Financial 12,000 shares of
the Company's common stock.

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


ITEM 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES

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

      The aggregate fees billed to the Company for professional services
rendered by principal accountants for the audit of our annual consolidated
financial statements and review of our quarterly consolidated financial
statements was $10,000 for 2008 and $9,100 2007.


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

      None.


Tax Fees.
--------

      The aggregate fees billed to the Company for professional services
rendered by accountants for tax related services is zero for fiscal years 2008
and $900 for 2007.


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

      None.

      The audit committee approved the engagement of Mark Bailey & Co., Ltd. in
the preparation of the Company's tax returns for fiscal year 2008.


ITEM 15.   EXHIBITS

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

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

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

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

                                       27
<PAGE>

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

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

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

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

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

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

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

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

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

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

      10.5  Form of Promissory Note, April 1, 1996.

      10.6  Form of Security Agreement, April 1, 1996.

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

      10.8  Form of Promissory Note, July 1, 1996.

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

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

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

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

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

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

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

                                       28
<PAGE>

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

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

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

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

      14    Code of Ethics

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

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

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


                                   SIGNATURES

      In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

Dated: March 27, 2009

                                       RIDGEFIELD ACQUISITION CORP.,
                                         a Nevada corporation


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


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


/s/ Steven N. Bronson                      /s/ Kenneth Schwartz
----------------------------------         ----------------------------------
Steven N. Bronson                          Kenneth Schwartz
President, Chief Executive                 Director
Officer and Chairman                       March 27, 2009
of the Board of Directors
Principal Executive Officer
March 27, 2009


/s/ Leonard Hagan
---------------------------------
Leonard Hagan
Director
March 27, 2009

                                       29
<PAGE>

                                  EXHIBIT INDEX

The following Exhibits are filed herewith:

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

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

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






















<PAGE>

                   RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS




                                                                            Page

Reports of Independent Registered Public Accounting Firms                  F - 2

Consolidated Balance Sheets
       December 31, 2008 and 2007                                          F - 4

Consolidated Statements of Operations and Comprehensive Income (Loss)
       Years Ended December 31, 2008 and 2007                              F - 5

Consolidated Statements of Stockholders' Equity
       Years Ended December 31, 2008 and 2007                              F - 6

Consolidated Statements of Cash Flows
       Years Ended December 31, 2008 and 2007                              F - 7

Notes to Consolidated Financial Statements                                 F - 9




                                       F-1
<PAGE>

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


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

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

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

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

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




Mark Bailey & Company, Ltd.
Reno, Nevada
March 27, 2009


                                       F-2
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



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

We have audited the accompanying consolidated balance sheet of Ridgefield
Acquisition Corp. and subsidiary (the "Company") as of December 31, 2007, and
the related consolidated statements of operations and comprehensive income
(loss), stockholders' equity, and cash flows for the year then ended. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audit.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Ridgefield
Acquisition Corp. and subsidiary as of December 31, 2007, and the results of
their operations and their cash flows for the year then ended, in conformity
with accounting principles generally accepted in the United States of America.

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


/s/ Carlin Charron & Rosen LLP

Glastonbury, Connecticut
March 28, 2008

                                       F-3
<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.


                   RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                           December 31,
                                                                       2008           2007
                                                                    -----------    -----------
<S>                                                                 <C>            <C>
                                     ASSETS

CURRENT ASSETS
   Cash and cash equivalents                                        $   123,162    $   186,287

   Investments                                                          626,750        767,625
                                                                    -----------    -----------

TOTAL ASSETS                                                        $   749,912    $   953,912
                                                                    ===========    ===========


                          LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable and accrued expenses                            $    15,285    $     9,861
                                                                    -----------    -----------
TOTAL CURRENT LIABILITIES                                                15,285          9,861
                                                                    -----------    -----------

COMMITMENTS AND CONTINGENCIES                                              --             --

STOCKHOLDERS' EQUITY
   Preferred stock, $.01 par value; authorized - 5,000,000 shares
          Issued - none                                                    --             --
   Common stock, $.001 par value; authorized - 30,000,000 shares
          Issued and outstanding - 1,182,773 on December 31, 2008
          and 1,140,773 shares on December 31, 2007                       1,183          1,141
   Capital in excess of par value                                     2,155,961      2,093,003
   Accumulated deficit                                               (1,738,185)    (1,606,636)
   Accumulated other comprehensive gain                                 315,668        456,543
                                                                    -----------    -----------

TOTAL STOCKHOLDERS' EQUITY                                              734,627        944,051
                                                                    -----------    -----------

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                            $   749,912    $   953,912
                                                                    ===========    ===========
</TABLE>
              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                       F-4
<PAGE>

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



                                                       Years Ended
                                                       December 31,
                                                   2008           2007
                                               -----------    -----------

REVENUES
    Interest income                            $     2,597    $     6,254
    Realized gain on investments                      --           99,984
                                               -----------    -----------
        Total Revenues                               2,597        106,238
                                               -----------    -----------

OPERATING EXPENSES
    General and administrative                     134,146         46,262
    Employee stock options                            --             --
    Write-off of patent                               --             --
                                               -----------    -----------
        Total Expenses                             134,146         46,262
                                               -----------    -----------

NET INCOME (LOSS)                                 (131,549)        59,976
                                               -----------    -----------

OTHER COMPREHENSIVE INCOME (LOSS)
    Unrealized gain (loss) on investments         (140,875)       556,527
    Reclassification adjustment for realized
       gain/loss                                      --          (99,984)
                                               -----------    -----------
    Other comprehensive income (loss)             (140,875)       456,453
                                               -----------    -----------

COMPREHENSIVE INCOME (LOSS)                    $  (272,424)   $   516,519
                                               ===========    ===========


NET INCOME (LOSS) PER COMMON SHARE
    Basic                                      $      (.11)   $       .05
                                               ===========    ===========
    Dilutive                                   $      (.11)   $       .05
                                               ===========    ===========

WEIGHTED AVERAGE NUMBER OF
    COMMON SHARES OUTSTANDING -
    Basic                                        1,151,458      1,140,773
                                               ===========    ===========
    Dilutive                                     1,151,458      1,290,773
                                               ===========    ===========


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

                                       F-5
<PAGE>




                  RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                                                                                            Accumulated
                                   Common Stock         Capital in                                             Other
                            -------------------------   Excess of      Note      Deferred     Accumulated  Comprehensive
                               Shares        Amount     Par Value   Receivable  Compensation    Deficit    Income/(Loss)   Totals
                            -----------   -----------  -----------  ----------  ------------  -----------  -------------  ---------
<S>                           <C>         <C>          <C>           <C>         <C>          <C>           <C>           <C>
Balance, December 31, 2006    1,140,773   $     1,141  $ 2,093,003        --            --    ($1,666,612)         --     $ 427,532
                            ===========   ===========  ===========   =========   ===========  ===========   ===========   =========
Other Comprehensive
Income
  Changes in unrealized
  Gain                             --            --           --          --            --           --         456,543     456,543
Net Income                         --            --           --          --            --         59,976          --        59,976
                            -----------   -----------  -----------   ---------   -----------  -----------   -----------   ---------

Balance, December 31, 2007    1,140,773   $     1,141  $ 2,093,003        --            --    ($1,606,636)  $   456,543   $ 944,051
                            ===========   ===========  ===========   =========   ===========  ===========   ===========   =========

Issuance of Common Stock         42,000            42       62,958                                                           63,000
Other Comprehensive
Income
  Changes in unrealized
  Gain                             --            --           --          --            --           --         (140,874)  (140,875)
Net Income                         --            --           --          --            --       (131,549)          --     (131,549)
                            -----------   -----------  -----------   ---------   -----------  -----------    -----------   --------

Balance, December 31, 2008    1,182,773   $     1,183  $ 2,155,961        --            --    ($1,738,185)       315,668   $734,627
                            ===========   ===========  ===========   =========   ===========  ===========    ===========   ========
</TABLE>

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

                                       F-6
<PAGE>

                  RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                               Years Ended
                                                                               December 31,
                                                                            2008        2007
                                                                          ---------    ---------
<S>                                                                       <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITES
     Net income (loss)                                                    $(131,549)   $  59,976
     Adjustments to reconcile net income (loss)
        to net cash used in operating activities:
          Stock issuance for salary                                            --           --
          Stock issuance for professional services                           63,000         --
          Stock options compensation                                           --           --
          Realized gain on investments                                         --        (99,984)
          Write-off of patent                                                  --           --

          Changes in assets and liabilities
           Decrease in note and interest receivable                            --           --
           Increase/(decrease) in accounts payable and accrued expenses       5,424        2,226
                                                                          ---------    ---------

          Net cash used in operating activities                             (63,125)     (37,782)
                                                                          ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES
          Purchases of investments                                             --       (523,582)
          Proceeds from sales of investments                                   --        312,484
                                                                          ---------    ---------

     Net cash used in investing activities                                     --       (211,098)
                                                                          ---------    ---------


CASH FLOWS FROM FINANCING ACTIVITIES
    Exercise of common stock warrants                                          --           --
    Issuance of common stock                                                   --           --
                                                                          ---------    ---------
    Net cash provided by financing activities                                  --           --
                                                                          ---------    ---------

NET DECREASE IN CASH AND CASH EQUIVALENTS                                   (63,125)    (248,880)

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                                186,287      435,167
                                                                          ---------    ---------

CASH AND CASH EQUIVALENTS, END OF YEAR                                    $ 123,162    $ 186,287
                                                                          =========    =========
</TABLE>

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

                                       F-7
<PAGE>

                   RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2008 AND 2007



SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES



During the year ended December 31, 2008 the Company incurred $63,000 in expenses
related to the issuance of 42,000 shares for consulting fees paid to Catalyst
Financial, see Note 7.




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










                                   F-8
<PAGE>

                   RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         ORGANIZATION

         Ridgefield Acquisition Corp. (the "Company") was incorporated under the
         laws of the State of Colorado on October 13, 1983. Effective June 23,
         2006, the Company was reincorporated under the laws of the State of
         Nevada through the merger of the Company with a wholly-owned subsidiary
         of the Company. The Company had been engaged in the design, manufacture
         and marketing of robotic workstations for the electronics industry,
         including routing and depaneling workstations predominately to entities
         in North America and the Pacific Rim. In November 1998, the Company
         entered into an Asset Purchase Agreement (the "JOT Agreement") with JOT
         Automation, Inc. (JOT) a wholly-owned Texas subsidiary of JOT
         Automation Group OYJ, a Finnish corporation. Pursuant to the agreement,
         the Company sold JOT all of its assets relating to its depaneling and
         routing business in exchange for $920,000 and the assumption of the
         operating liabilities related to the Company's business assets. The
         sale was completed on March 9, 1999.

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

         On April 18, 2006, the Board of Directors of the Company voted to hold
         a special meeting of stockholders to change the domicile of the Company
         from the State Colorado to the State of Nevada (the "Reincorporation").
         At the special meeting, held on June 16, 2006, the shareholders voted
         to approve the Reincorporation. Furthermore, as a result of the plan of
         merger the Company is authorized to issue 35,000,000 shares of capital
         stock consisting of 30,000,000 shares of common stock, $.001 par value
         per share and 5,000,000 shares of preferred stock, $.01 par value per
         share. On June 28, 2006, the Company filed a Statement of Merger with
         the Secretary of State of the State of Colorado, which effectively
         dissolved the Company's existence as a Colorado corporation. The
         changes in the Company's par value of common stock was recorded as a
         decrease to common stock and a corresponding increase to capital in
         excess of par value totaling $112,936.

         On January 31, 2006, the Board of Directors of the Company directed the
         officers of the Company to take and approve certain corporate action
         with respect to the Company's wholly owned subsidiary Bio-Medical
         Automation, Inc., a Nevada corporation (the "Subsidiary"). Those
         actions included the appointment of Steven N. Bronson, Alan Rosenberg
         and Louis Meade to be on the Board of Directors of the Subsidiary for a
         term of one year or until their successor is appointed and duly
         qualified, the appointment of Steven N. Bronson as the president,
         treasurer and secretary of the Subsidiary, the opening of a bank
         account at Bank of America or some other banking institution for the
         Subsidiary and the ratification of the bylaws of the Subsidiary in the
         form that was presented to the Board. Additionally, the Board of
         Directors authorized the officers of the Company to deposit $50,000 of
         the Company's assets in the Subsidiary's bank account. The Company took
         the foregoing action to further its plans to exploit the Patent owned
         by the Subsidiary. Additionally, in furtherance of the Company's plan
         to exploit the Patent, the Board of Directors of the Company authorized
         the spin off of the Subsidiary to the Company's shareholders on a pro
         rata basis, so that the Subsidiary may be better able to exploit the
         Patent, by among other things being able to attract financing. On April
         27, 2007, the Board of Directors of the Company voted to terminate the
         proposed spin-off of Bio-Medical, based on current market conditions
         and the risks associated with the business prospects of Bio-Medical.

         Effective October 1, 2008, the Company ceased to be treated as a
         development stage company as defined by Statement of Financial
         Accounting Standards (SFAS) No.7, "Accounting & Reporting by
         Development Stage Enterprises."

                                       F-9
<PAGE>

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


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         PRINCIPLES OF CONSOLIDATION

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

         In 1999, the Company sold all of its assets relating to its historical
         line of business and in 2000 abandoned its research and development
         efforts on a micro-robotic device. As of December 31, 2008, the Company
         has no principal operations or revenue producing activities. The
         Company is now pursuing an acquisition strategy whereby it is seeking
         to arrange for a merger, acquisition or other business combination with
         a viable operating entity.


         INCOME TAXES

         The Company has adopted the provisions of SFAS 109, "Accounting for
         Income Taxes". SFAS 109 requires recognition of deferred tax
         liabilities and assets for the expected future tax consequences of
         events that have been included in the financial statements or tax
         returns. Under this method, the deferred tax liabilities and assets are
         determined based on the difference between the financial statement and
         tax basis of assets and liabilities using enacted tax rates in effect
         for the year in which the differences are expected to reverse. The
         Company has also adopted FIN 48, "Accounting for Uncertainty in Income
         Taxes," which clarifies and sets forth rules for accounting for
         uncertain tax positions in accordance with SFAS 109.


         INCOME (LOSS) PER COMMON SHARE

         Basic income (loss) per common share is calculated by dividing net
         income (loss) by the weighted average number of common shares
         outstanding during the year. Diluted income per common share is
         calculated by adjusting outstanding shares, assuming conversion of all
         potentially dilutive convertible equity instruments consisting of
         options. There is no difference in the calculation of basic and diluted
         loss per share for 2008.

         CASH EQUIVALENTS

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

         OTHER COMPREHENSIVE INCOME (LOSS)

         The Company presents other comprehensive income in accordance with SFAS
         No. 130, "Reporting Comprehensive Income." This statement requires that
         an enterprise (a) classify items of other comprehensive income by their
         nature in a financial statement and (b) display the accumulated balance
         of other comprehensive income separately from retained earnings and
         additional paid in capital in the equity section of a statement of
         position. The Company reports its unrealized gains and losses on
         investments in securities as other comprehensive income (loss) in its
         financial statements.

                                      F-10
<PAGE>

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


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         USE OF ESTIMATES

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

         STOCK BASED COMPENSATION

         The Company grants stock options for a fixed number of shares to
         employees and directors with an exercise price equal to the fair value
         at the date of grant. Effective January 1, 2006, the Company adopted
         the provisions of Statement of Financial Accounting Standards No.
         123(R) "Share-Based Payment," ("SFAS No. 123(R)"), which establishes
         accounting for equity instruments exchanged for employee services.
         Under the provisions of SFAS No. 123(R), share-based compensation cost
         is measured at the grant date, based on the fair value of the award,
         and is recognized as an expense over the employee's requisite service
         period (generally the vesting period of the equity grant).


         FAIR VALUE OF FINANCIAL INSTRUMENTS

         The Company adopted SFAS 157, "Fair Value Measurements" on January 1,
         2008. This statement prioritizes the inputs used in measuring fair
         value into the following hierarchy:

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

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

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

         The implementation of SFAS 157 did not materially affect the carrying
         value of cash and cash equivalents, accounts payable and accrued
         expenses Investments were valued using Level 1 inputs.


                                      F-11
<PAGE>

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


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         CONCENTRATIONS OF CREDIT RISK

         Financial instruments which potentially subject the Company to
         concentrations of credit risk consist principally of cash and cash
         equivalents and investments. The Company maintains cash and cash
         equivalents accounts at two financial institutions. The Company
         periodically evaluates the credit worthiness of financial institutions,
         and maintains cash accounts only in large high quality financial
         institutions, thereby minimizing exposure for deposits in excess of
         federally insured amounts. The investments are concentrated in one
         company stock at December 31, 2008, which are subject to risks of the
         market as a whole.


         NEW ACCOUNTING STANDARDS

         In February 2007, the FASB issued Statement of Financial Accounting
         Standards No. 159, "The Fair Value Option for Financial Assets and
         Financial Liabilities - Including an Amendment of FASB Statement No.
         115" which is effective for fiscal years beginning after November 15,
         2007. This statement permits an entity to choose to measure many
         financial instruments and certain other items at fair value at
         specified election dates. Subsequent unrealized gains and losses on
         items for which the fair value option has been elected will be reported
         in earnings. Fas 159 was adopted on January 1, 2008. The adoption of
         FAS 159 had no impact on the Company's financial statements, because
         the Company has elected not to adopt the Fair Value Option.

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


                                      F- 12
<PAGE>

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


         NEW ACCOUNTING STANDARDS (continued)

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

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





                                      F- 13
<PAGE>

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


NOTE 2 - BASIS OF ACCOUNTING / GOING CONCERN

         The accompanying consolidated financial statements have been prepared
         on the basis of accounting principles applicable to a going concern
         which contemplates the realization of assets and extinguishment of
         liabilities in the normal course of business. As shown in the
         accompanying consolidated financial statements, the Company has
         accumulated a deficit of $1,738,185 through December 31, 2008. As
         discussed in Note 1, the Company, in 1999, sold all of its assets
         relating to its historical line of business and abandoned, in 2000, its
         efforts in the research and development of a micro-robotic device. As
         of December 31, 2008, the Company has no principal operations or
         revenue producing activities.

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


NOTE 3 - INVESTMENTS

         Investments are classified as available-for-sale according to the
         provisions of Financial Accounting Standards Board Statement No. 115,
         "Accounting for Certain Investments in Debt and Equity Securities."
         Accordingly, the investments are carried at fair value with unrealized
         gains and losses reported separately in other comprehensive income.
         Realized gains and losses are calculated using the original cost of
         those investments. On June 1, 2007, the Company purchased 57,500 shares
         of Argan, Inc., a publicly traded holding company, at a price of $5.40
         per share or $311,082. These investments had a fair market value of
         $626,750 and cumulative unrealized gains of $315,688 at December 31,
         2008.

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


NOTE 4 - STOCKHOLDERS' EQUITY

         COMMON STOCK

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

         During 2008, the Company issued 42,000 shares of its common stock to
         Catalyst Financial for consulting fees.


                                      F-14
<PAGE>

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


NOTE 4 - STOCKHOLDERS' EQUITY (CONTINUED)

         OPTIONS

         In 2003, the Company issued an option to Steven N. Bronson to purchase
         150,000 shares of the Company's common stock at the purchase price of
         $1.65, which was 110% percent of the closing bid price on March 21,
         2003 and such option is exercisable for a period of 5 years.


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

                                                             No.   Weighted Avg.
                                                             of      Exercise
                                                           Shares     Price


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

           Options Granted in 2007 -                           --        --

           Options Exercised in 2007 -                         --        --

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

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


           Options Granted in 2008 -                           --        --

           Options Exercised in 2008 -                         --        --

           Options Forfeited in 2008 -                     150,000     1.65
                                                           -------

           Options Outstanding - December 31, 2007             --        --
                                                           -------


         At December 31, 2008, the number of options exercisable was zero.

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

                                      F-15
<PAGE>

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


NOTE 5 - INCOME TAXES

         At December 31, 2008, the Company has Federal net operating loss
         carryforwards totaling approximately $1,300,000, that may be offset
         against future taxable income through 2028 and begin to expire in 2009.
         Due to the change in control of the Company in March 2000, the
         Company's ability to realize the tax benefits from the net operating
         losses and research and development credits prior to that date may be
         significantly limited.

         The Company has fully reserved the tax benefits of these operating
         losses and credits because the likelihood of realization of the tax
         benefits cannot be determined. These carryforwards and credits are
         subject to review by the Internal Revenue Service. The approximately
         $453,000 tax benefit of the loss carryforward has been offset by a
         deferred tax liability of approximately $107,000 related to unrealized
         investment gains and a valuation allowance of $346,000. Therefore,
         there is no current or deferred tax expense for the years ended
         December 31, 2008 and 2007.


         The Company has considered the implication of FIN 48 and believes that
         all of its positions taken in tax filings are more likely than not to
         be sustained upon examination by tax authorities.


NOTE 6 - RELATED PARTY TRANSACTIONS

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

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


                                      F-16
<PAGE>

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


NOTE 7 - RELATED PARTY TRANSACTIONS (continued)

         On June 6, 2008, the Company entered into a Consulting Agreement with
         Catalyst Financial. Pursuant to the Consulting Agreement, Catalyst
         Financial agreed to provide consulting services to the Company relating
         to the management and administration of the Company's business affairs
         and in connection with the Company's acquisition strategy, Catalyst
         Financial shall assist the Company in identifying and investigating
         prospective target companies for mergers, acquisitions, business
         combinations and similar transactions, and, if investigation warrants,
         advising the Company concerning the negotiation of terms and the
         financial structure of such transactions.

         As consideration for the consulting services rendered and to be
         rendered by the Catalyst Financial, the Company shall: (1) pay Catalyst
         Financial a monthly fee in the amount of $5,000 commencing on June 6,
         2008 and continuing thereafter on the first day of each successive
         month until January 1, 2010, and (2) the Company shall issue Catalyst
         Financial a total of 120,000 shares of the Company's common stock,
         $.001 par value (the "Shares"). The Shares shall be issued to Catalyst
         Financial and shall vest at a rate of 6,000 shares per month commencing
         on June 30, 2008 and an additional 6,000 shares shall vest on the last
         day of each successive month thereafter until January 31, 2010.

         During 2008, the Company paid fees to Catalyst Financial of $36,000 and
         issued 42,000 shares of the Company's stock to Catalyst Financial with
         an associated expense of $63,000.

         During 2003, the President was granted options to purchase 150,000
         shares of the Company's common stock at an exercise price of 110% of
         the closing market price as of the date of grant, for a period of five
         years. The options were not exercised and expired on March 20, 2008.

         The Company used a portion of the premises occupied by Catalyst
         Financial LLC, a full service brokerage, investment banking and
         consulting firm, as its principal office in 2008 and 2007. Steven N.
         Bronson, the President of the Company, is the principal and owner of
         Catalyst Financial LLC. The Company did not pay any rent to Catalyst
         Financial LLC for the use of the offices in 2008 and 2007. Catalyst
         Financial LLC has agreed to waive the payment of any rent by the
         Company for use of the offices.


         Subsequent Event.

         Since January 1, 2009, pursuant to the Consulting Agreement, the
         Company paid Catalyst Financial $15,000 and issued Catalyst Financial
         12,000 shares of the Company's common stock.

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

                                      F-17