SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                   For the fiscal year ended December 31, 2002

                                                          OR

              [ ] TRANSITION REPORT PURSUANT TO 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 as Specified in its Charter)

            Colorado                                         84-0922701
      -----------------------                            ------------------
      (State or other juris-                               (IRS Employer
       diction of incorpora-                             Identification No.)
       tion or organization)

            10 South Street, Suite 202, Ridgefield, Connecticut 06877
           -----------------------------------------------------------
                    (Address of Principal Executive Offices)

Issuer's telephone number, including area code: (203) 894 - 9755

Securities registered under Section 12(g) of the Exchange Act:

                          $0.10 Par Value Common Stock
                           ---------------------------
                                (Title of Class)


                          Bio-Medical Automation, Inc.
                          -----------------------------
                           (Former Name of Registrant)


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

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-K is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.     [X]

<PAGE>

The Issuer's revenues for fiscal year ended December 31, 2002, were $7,705.

The aggregate market value of the Registrant's voting stock held, as of March
27, 2003, by non-affiliates of the Registrant was $343,171.


As of March 27, 2003, Registrant had 813,028 shares of its $0.10 par value
common stock outstanding.


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


<PAGE>

                                     PART I

ITEM 1.  BUSINESS.

        Ridgefield Acquisition Corp. ("RAC" or the "Company") was incorporated
as a Colorado corporation on October 13, 1983 under the name OZO Diversified
Automation, Inc. In March 1999, in connection with the sale of substantially all
of the Company's assets, the Company changed its name to Bio-Medical Automation,
Inc. On April 1, 2002, the Company was administratively dissolved by the
Colorado Secretary of State for failing to timely file its bi-annual
registration with the Colorado Secretary of State. On January 14, 2003 the
Company filed an Application for Reinstatement pursuant to Section 7-114-203 of
the Colorado Revised Statutes. In connection with the reinstatement, and in
accordance with Colorado corporate law, the Company changed its name from
Bio-Medical Automation, Inc. to Ridgefield Acquisition Corp. The reinstatement
and name change became effective on January 14, 2003 when the Application for
Reinstatement was filed with the Colorado Secretary of State. Neither the
administrative dissolution nor reinstatement and name change has had or will
have any material effect on the holders of the securities of the Company.

        On March 9, 1999, the Company completed the sale of substantially all of
its assets to JOT Automation, Inc. (the "JOT Transaction"). As a result of the
JOT Transaction, the Company's historical business, the depaneling and routing
business, is considered to be a "discontinued operation" and, consequently,
provides no benefit to persons seeking to understand the Company's financial
condition or results of operations.

        Following the JOT Transaction the Company devoted its efforts to the
development of a prototype micro-robotic device (the "micro-robotic device") to
manipulate organic tissues on an extremely small scale. Due to the inability to
complete the micro-robotic device, the Company determined that it would cease
the development of the micro-robotic device and, as of June 30, 2000, the
capitalized costs related to the patent underlying the micro-robotic device have
been written off by the Company. The Company has never derived any revenues from
the micro-robotic device.

           Since July 2000 the Company has suspended all operations, except for
necessary administrative matters relating to the timely filing of periodic
reports as required by the Securities Exchange Act of 1934. Accordingly, during
the years ended December 31, 2002 and December 31, 2001, the Company has earned
no revenues from operations.

           The Company's management has focused its attention on seeking to
arrange for a merger, acquisition, business combination or other arrangement by
and between the Company and a viable operating entity. The Company has not
identified a viable operating entity 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.

                                       3
<PAGE>

           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 require 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 are no assurances that the Company will be able to
effectuate a merger, acquisition or other arrangement by and between the Company
and a viable operating entity.

The Company Receives a U.S. Patent
----------------------------------

     Following the sale of substantially all of the Company's assets in 1999,
the Company devoted its efforts to the development of a prototype micro-robotic
device (the "micro-robotic device") to manipulate organic tissues on an
extremely small scale for microdissection. The Company filed a patent
application in February 1998, to protect certain features of the system and
method of the micro-robotic device. However, due to the inability of the Company
to complete the micro-robotic device, the Company determined that it would cease
development of the micro-robotic device and, as of June 30, 2000, the
capitalized costs related to the patent underlying the micro-robotic device have
been written off by the Company.

                                       4
<PAGE>

     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
Medthod of Using Same" (the "Patent").

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


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

           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 Patent. On March 3, 2003 the
Company filed Articles of Incorporation with the Secretary of State of the State
of Nevada to form Bio-Medical Automation, Inc., a Nevada corporation wholly
owned by the Company (the "Subsidiary"). A copy of the Articles of Incorporation
of Bio-Medical Automation, Inc. a Nevada corporation are attached as an Exhibit
to the Company's Current Report on Form 8-K filed on March 7, 2003 which is
incorporated herein by reference. The Board of Directors of the Company have
authorized management of the Company to transfer the Patent to the Subsidiary in
exchange for 5,000,000 shares of the common stock of the Subsidiary. The Company
plans to develop and exploit the Patent through the Subsidiary. There can be no
assurances that the Subsidiary will be able to successfully develop and/or
exploit the technology covered by the Patent.


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

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

                                       5
<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, 2002 and December 31, 2001. On March 9,
1999, the Company sold substantially all of its assets and essentially ceased
all operations. Currently, the sole source of revenue for the Company is
interest income. The Company will only earn revenues through the acquisition of
or merger with a target company (an "Acquisition") or through the Subsidiary's
successful exploitation of the Patent. There can be no assurance that any target
company (a "Target"), at the time of the Company's consummation of an
Acquisition of the Target, or at any time thereafter, will derive any material
revenues from its operations or operate on a profitable basis, or that the
Subsidiary will derive any revenues from the Patent. The current revenues of the
Company may not be sufficient to fund further Acquisitions or the successful
development and exploitation of the Patent. Based on the Company's limited
resources, the Company may not be able to effectuate its business plan and
consummate an Acquisition or exploit the Patent. There can be no assurance that
determinations ultimately made by the Company will permit the Company to achieve
its business objectives.


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

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


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

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


                                       6
<PAGE>

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

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


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

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


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

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

                                       7
<PAGE>

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.


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

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


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

     The Company expects to encounter competition from other entities in the
medical device business with technology similar to that covered by the Patent.
Many of these entities, including large drug and medical companies,
bio-technology companies, venture capital partnerships and corporations, blind
pool companies, large industrial and financial institutions, small business
investment companies and wealthy individuals, are well-established and have
extensive experience in connection with developing and exploiting medical
technology and devices. Many of these competitors possess greater financial,
technical, human and other resources than the Company and there can be no
assurance that the Company will have the ability to compete successfully. The
Company's financial resources will be limited in comparison to those of many of
its competitors. There can be no assurance that such prospects will permit the
Company to achieve its stated business objectives.


                                       8
<PAGE>

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

     Mr. Bronson beneficially owns and controls 801,747 shares of common stock
of the Company, including options to purchase 245,000 shares of common stock,
representing approximately 75.8% of the issued and outstanding shares of common
stock and approximately 75.8% of the voting power of the issued and outstanding
shares of common stock of the Company. In the election of directors,
stockholders are not entitled to cumulate their votes for nominees. Accordingly,
as a practical matter, Mr. Bronson may be able to elect all of the Company's
directors and otherwise direct the affairs of the Company.


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

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


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
5,000,000 shares of common stock. As of March 27, 2003 the Company had
approximately 813,028 shares of common stock issued and outstanding and
approximately 4,186,972 authorized but unissued shares of common stock available
for issuance. Although the Company has no commitments as of this date to issue
its securities, the Company will, in all likelihood, issue a substantial number
of additional shares in connection with or following an Acquisition. To the
extent that additional shares of common stock are issued, the Company's
stockholders would experience dilution of their ownership interests in the
Company. Additionally, if the Company issues a substantial number of shares of
common stock in connection with or following an Acquisition, a change in control
of the Company may occur which may affect, among other things, the Company's
ability to utilize net operating loss carry forwards, if any. Furthermore, the
issuance of a substantial number of shares of common stock may adversely affect

                                       9
<PAGE>

prevailing market prices, if any, for the common stock and could impair the
Company's ability to raise additional capital through the sale of its equity
securities. The Company may use consultants and other third parties providing
goods and services. These consultants or third parties may be paid in cash,
stock, options or other securities of the Company. The Company may in the future
need to raise additional funds by selling securities of the Company which may
involve substantial additional dilution to the investors.


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

RAC's Articles of Incorporation authorizes the designation and issuance of
1,000,000 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 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.


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.

                                       10
<PAGE>

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

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


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.


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
anticipated principal activities, which will involve acquiring control of an
operating company, will not subject the Company to regulation under the
Investment Company Act. Nevertheless, there can be no assurance that the Company
will not be deemed to be an investment company. If the Company is deemed to be
an investment company, the Company may 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>

Section 15(g) of the Exchange Act
---------------------------------

         The Company's shares of Common Stock are covered by Section 15(g) of
the Securities Exchange Act of 1934, as amended, and Rules 15g-1 through 15g-6
promulgated thereunder (the "Penny Stock Rule"), 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 persons
compensation.

         The Company's common stock may be subject to the Penny Stock Rules. The
application of the Penny Stock Rules may affect our stockholders' 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.

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.

                                       12
<PAGE>

     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

      On February 1, 2001, the Company relocated its principal offices from 900
Third Avenue, Suite 201, New York, New York 10022 to 10 South Street, Suite
202, Ridgefield, Connecticut 06877. The Company currently utilizes a portion of
the premises occupied by the President of the Company, as its corporate office,
at no charge to the Company. The value of the rent for the use of this office
was nominal.


      Prior to February 1, 2001, for its principal offices the Company utilized
a portion of the premises occupied by Catalyst Financial LLC, a full service
brokerage, investment banking and consulting firm, located at 900 Third Avenue,
Suite 201, New York, New York 10022. Mr. Bronson is the principal and owner of
Catalyst Financial LLC. The Company did not pay any rent on these
offices during the period January 1, 2001 through January 31, 2001 and for the
fiscal year ended December 31, 2000.


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 fiscal years ended December 31, 2002
and December 31, 2001.

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, 2002.


                                       13
<PAGE>

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         (a) MARKET INFORMATION. The Company's common stock is quoted on the OTC
(Over-The-Counter) Bulletin Board and traded under the symbol ("RDGA"). The
following table sets forth the range of high and low closing bid 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 Bid ($)          Low Bid ($)
         ------------------              ------------          -----------
           2002
         First Quarter                       3.50                      2.05
         Second Quarter                      2.50                      2.00
         Third Quarter                       2.05                      1.25
         Fourth Quarter                      2.00                      1.25

           2001
         First Quarter                       1.50                      1.00
         Second Quarter                      2.25                      1.26
         Third Quarter                       2.10                      1.90
         Fourth Quarter                      2.15                      1.77



         (b) HOLDERS. As of March 27, 2003, the Company had approximately 662
shareholders of record of its common stock, $0.10 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.

         The following information relates to sales of unregistered securities
by the Company during the fiscal year ended December 31, 2001. All of these
sales of securities were made in reliance upon an exemption from the
registration provisions of the Securities Act of 1933 set forth in Sections
4(2), 4(6) and/or 3(b) thereof and the rules and regulations under the
Securities Act of 1933, including Regulation D, as transactions by an issuer not
involving any public offering and/or sales to a limited number of purchasers who
were acquiring such securities for their own account for investment purposes and
not with a view to the resale or distribution thereof.


         On March 21, 2003, the Board of Directors issued an option to Steven N.
Bronson to purchase 150,000 shares of common stock of the Company at a purchase
price of $1.65, which was equal to 110% of the closing bid price on March 21,
2003 (the "Option"), and is exercisable for a period of 5 years. The Option was
issued to Mr. Bronson as consideration for the services he rendered to the
Company as the Chairman and President. The Option was issued to Mr. Bronson
pursuant to Section 4 (2) of the Securities Act of 1933.


                                       14
<PAGE>

ITEM 6.      MANAGEMENT'S DISCUSSION AND ANALYSIS
             OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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


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.


Background
-----------

        Ridgefield Acquisition Corp. ("RAC" or the "Company") was incorporated
as a Colorado corporation on October 13, 1983 under the name OZO Diversified
Automation, Inc. In March 1999, in connection with the sale of substantially all
of the Company's assets the Company changed its name to Bio-Medical Automation,
Inc. On April 1, 2002, the Company was administratively dissolved by the
Colorado Secretary of State for failing to timely file its bi-annual
registration with the Colorado Secretary of State. On January 14, 2003 the
Company filed an Application for Reinstatement pursuant to Section 7-114-203 of
the Colorado Revised Statutes. In connection with the reinstatement, and in
accordance with Colorado corporate law, the Company changed its name from
Bio-Medical Automation, Inc. to Ridgefield Acquisition Corp. The reinstatement
and name change became effective on January 14, 2003 when the Application for
Reinstatement was filed with the Colorado Secretary of State. Neither the
administrative dissolution nor reinstatement and name change has had or will
have any material effect on the holders of the securities of the Company.

        On March 9, 1999, the Company completed the sale of substantially all of
its assets to JOT Automation, Inc. (the "JOT Transaction"). As a result of the
JOT Transaction, the Company's historical business, the depaneling and routing
business, is considered to be a "discontinued operation" and, consequently,
provides no benefit to persons seeking to understand the Company's financial
condition or results of operations.

                                       15
<PAGE>

        Following the JOT Transaction the Company devoted its efforts to the
development of a prototype micro-robotic device (the "micro-robotic device") to
manipulate organic tissues on an extremely small scale. Due to the inability to
complete the micro-robotic device, the Company determined that it would cease
the development of the micro-robotic device and, as of June 30, 2000, the
capitalized costs related to the patent underlying the micro-robotic device have
been written off by the Company. The Company has never derived any revenues from
the micro-robotic device.

           Since July 2000 the Company has suspended all operations, except for
necessary administrative matters relating to the timely filing of periodic
reports as required by the Securities Exchange Act of 1934. Accordingly, during
the years ended December 31, 2002 and December 31, 2001, the Company has earned
no revenues from operations.


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

           The Company's management has focused its attention on seeking to
arrange for a merger, acquisition, business combination or other arrangement by
and between the Company and a viable operating entity. The Company has not
identified a viable operating entity 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.

                                       16
<PAGE>

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


The Company Receives a U.S. Patent
----------------------------------

     Following the sale of substantially all of the Company's assets in 1999,
the Company devoted its efforts to the development of a prototype micro-robotic
device (the "micro-robotic device") to manipulate organic tissues on an
extremely small scale for microdissection. The Company filed a patent
application in February 1998, to protect certain features of the system and
method of the micro-robotic device. However, due to the inability of the Company
to complete the micro-robotic device, the Company determined that it would cease
development of the micro-robotic device and, as of June 30, 2000, the
capitalized costs related to the patent underlying the micro-robotic device have
been written off by the Company.

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

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




                                       17
<PAGE>

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

           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 Patent. On March 3, 2003 the
Company filed Articles of Incorporation with the Secretary of State of the State
of Nevada to form Bio-Medical Automation, Inc., a Nevada corporation wholly
owned by the Company (the "Subsidiary"). A copy of the Articles of Incorporation
of Bio-Medical Automation, Inc. a Nevada corporation are attached as an Exhibit
to the Company's Current Report on Form 8-K filed on March 7, 2003 which is
incorporated herein by reference. The Board of Directors of the Company has
authorized management of the Company to transfer the Patent to the Subsidiary in
exchange for 5,000,000 shares of the common stock of the Subsidiary. The Company
plans to develop and exploit the Patent through the Subsidiary. There can be no
assurances that the Subsidiary will be able to successfully develop and/or
exploit the technology covered by the Patent.


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

         During the year ended December 31, 2002 ("Fiscal 02"), the Company
earned no revenues from operation and generated interest income of $7,705,
compared to no revenues from continuing operations and interest income in the
amount of $8,335 for the year ended December 31, 2001 ("Fiscal 01").

         During Fiscal 02, the Company incurred expenses of $211,841, an
increase of $110,733 compared to expenses of $101,108 for Fiscal 01. The
increase was due primarily to a charge to equity of $130,625 for extending the
exercise period for one year on 95,000 stock options held by the President of
the Company.

         For Fiscal 02 the Company incurred a net loss of $204,136 compared to a
net loss of $92,773 for Fiscal 01. The increase was due primarily to a charge to
equity of $130,625 for extending the exercise period for one year on 95,000
stock options held by the President of the Company.


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

         During Fiscal 02, the Company satisfied its working capital needs from
cash on hand at the beginning of the year, cash generated from interest income
during the year and the early repayment of a $50,000 promissory note by the
President of the Company. As of December 31, 2002, the Company had working
capital of $323,683. While this working capital will satisfy the Company's
immediate financial needs, it may not be sufficient to provide the Company with
sufficient capital to finance a merger, acquisition or business combination
between the Company and a viable operating entity or the development and the
exploitation of the Patent. The Company may need additional funds in order to
complete a merger, acquisition or business combination between the Company and a
viable operating entity. The Company or the Subsidiary may also need additional
funds to finance the development and exploitation of the Patent. There can be no
assurances that the Company will be able to obtain additional funds if and when
needed.

                                       18
<PAGE>

         The Company's future financial condition will be subject to: (1) its
ability to arrange for a merger, acquisition or a business combination with an
operating business on favorable terms that will result in profitability, or (2)
its ability to successfully develop and exploit the Patent. There can be no
assurance that the Company will be able to do so or, if it is able to do so,
that the transaction will be on favorable terms not resulting in an unreasonable
amount of dilution to the Company's existing shareholders.

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

         The Company may need additional funds in order to develop and
commercially exploit the Patent, although there is no assurance that the Company
will be able to obtain such additional funds, if needed. Even if the Company is
able to obtain additional funds there is no assurance that the Company will be
able to develop and commercially exploit the Patent.


ITEM 7.  FINANCIAL STATEMENTS

     See Financial Statements on pages F-1 through F-15.


ITEM 8.  DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

     None.





                                    PART III

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

     The following table sets forth the name, age and position of each of our
directors, executive officers and significant employees as of December 31,2000.
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        37     Chairman, Chief Executive Officer and President
Leonard Hagan            51     Director
Kenneth Schwartz         47     Director


                                       19
<PAGE>

     Steven N. Bronson has served as a director of the Company since March 25,
2000. Mr. Bronson is also the President of Catalyst Financial LLC, a privately
held full service securities brokerage and investment banking firm. During the
period of 1991 through September 23, 1998, Mr. Bronson was the Co-Founder and
President of Barber & Bronson Incorporated, a full service securities brokerage
and investment banking firm. In addition, Mr. Bronson is an officer and director
of 4net Software, Inc., a publicly traded corporation.


     Leonard Hagan has served as a director of the Company since March 25, 2000.
Mr. Hagan is a certified public accountant and for the past eight 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: Adelphia
Capital LLC, Stacey Braun Financial Services Inc., Mallory Capital Group, LLC,
Institutional Edge, LLC and Danske Securities (US), Inc. Mr. Hagan is also a
director of 4net Software, Inc., a publicly traded corporation.


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


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


Committees of the Board of Directors
------------------------------------

     During the fiscal year ended December 31, 2002, the Board of Directors held
2 meetings. In view of the Company's lack of operations, during the year ended
December 31, 2002, the Board of Directors did not have any Committees. During
the fiscal year ended December 31, 2002, 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.



                                       20
<PAGE>

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.


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, 2000, all Section
16(a) filing requirements applicable to its officers, directors and greater than
10% beneficial owners were complied with.


ITEM 10.    EXECUTIVE COMPENSATION.

Summary Compensation Table(1)

     The following summary compensation table sets forth information concerning
the annual and long-term compensation earned by RAC'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          2002       $48,000             0              0
                           2001       $48,000(2)          0              0
                           2000       $48,000(3)          0              0

Alvin L. Katz(4)           2002          0                0              0
                           2001          0                0              0
                           2000          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.

(2) On March 30, 2001, the Company issued Mr. Bronson 38,400 shares of common
stock (valued at $1.25 per share on the date of issuance) in lieu of his annual
salary of forty-eight thousand dollars ($48,000) for the period of March 25,
2001 through March 24, 2002.

                                       21
<PAGE>

(3) On May 5, 2000, the Board of Directors authorized the issuance of 64,000
shares of RAC common stock (valued at $.75 per share on the date of issuance) to
its President, in lieu of his annual salary of forty-eight thousand dollars
($48,000) for the period of March 25, 2000 through March 24, 2001.

(4) Alvin L. Katz became CEO on November 1, 1999. Mr. Katz resigned his position
with the Company on March 25, 2000. Mr. Katz was paid no salary during the years
ended December 31, 2000 and December 31, 1999.

         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.


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

     In fiscal year ended December 31, 2002, no cash compensation was paid to
our directors for their services as directors. However, on March 21, 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.


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

     On March 24, 2001, the Company entered into an Employment Agreement with
Steven N. Bronson, the President of the Company. The terms of such Employment
Agreement include the following:

Name                       Title        Salary/Year        Term
-----------------------------------------------------------------
Steven N. Bronson     CEO & President     $48,000         1 year

     A copy of Mr. Bronson's Employment Agreement is attached as an Exhibit
to the Company's Form 10-QSB for the quarter ended March 31, 2001 and is
incorporated by reference. On March 21, 2003, the Board of Directors authorized
the renewal of Mr. Bronson's employment agreement with the Company for another 1
year term. Additionally, on March 21, 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.


                                       22
<PAGE>

ITEM 11.    SECURITY OWNERSHIP OF CERTAIN
            BENEFICIAL OWNERS AND MANAGEMENT.

     The following table sets forth as of March 25, 2003, 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 Bio-Medical Automation, Inc., 10 South Street, Suite 202, Ridgefield,
Connecticut 06877.

                                                      Number of        Percent
Name and Address      Company Position               Shares owned      of class
----------------      ----------------               ------------      --------
Steven N. Bronson     Chairman, CEO                   801,747(2)(3)      75.8%
                      and President

Kenneth Schwartz      Director                         22,500(4)           *

Leonard Hagan         Director                           5,000             *

All directors and executive officers
as a group (3 persons)                                 829,247           78.8%
-----------------------------
* Owns less than 1%

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

(2) Includes options to purchase 95,000 shares of RAC common stock at an
exercise price of $1.125 per share, and such options are set to expire on June
24, 2003 and options to purchase 150,000 shares of RAC common stock at an
exercise price of $1.65 per share, and such options are set to expire on March
21, 2008.

(3) This amount does not include 33,500 shares of RAC common stock owned by Mr.
Bronson's spouse. Mr. Bronson expressly disclaims beneficial ownership of the
shares owned by his spouse.

(4) 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.

                                       23
<PAGE>

ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Steven N. Bronson is the President of Catalyst Financial LLC f/k/a Catalyst
Financial Corp. ("Catalyst"), a full service securities brokerage and investment
banking firm. Since March 25, 1999, the Company has utilized a portion of the
premises occupied by Catalyst as its executive offices. Due to the reduced level
of the Company's operations, Catalyst has, until further notice, waived the
payment of rent by the Company. No rent was paid by the Company to Catalyst
during the fiscal year ended December 31, 2002.


     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 4net Software 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 term of the Mergers and Acquisitions
Advisory Agreement is three years. A copy of the M&A Advisory Agreement is
attached as an exhibit hereto and is incorporated herein by reference.


      During the fiscal year ended December 31, 2002, the Company paid Hagan
& Burns CPAs P.C. approximately $5,000 for accounting services. Leonard Hagan, a
director of the Company, is a fifty percent (50%) owner of Hagan & Burns CPAs
P.C.


ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

     (a) FINANCIAL STATEMENTS:

         Independent Auditors' Report

         Balance Sheet--As of December 31, 2002

         Statements of Operations--Years Ended December 31, 2002, and 2001 and
         Cumulative Amounts from January 1, 2000 through December 31, 2002

         Statements of Stockholders' Equity--Years Ended December 31, 2000,
         2001, and 2002

         Statements of Cash Flows for the Years Ended December 31, 2002, and
         2001 and Cumulative Amounts from January 1, 2000 through December 31,
         2002

         Notes to Financial Statements


                                       24
<PAGE>

     (b) 8-K REPORTS:

         No Current Reports on Form 8-K were filed by the Company during the
fourth quarter of the year ended December 31, 2001. However, on March 7, 2003,
the Company filed a Current Report of Form 8-K disclosing the Company's name
change and the formation of a wholly owned subsidiary Bio-Medical Automation,
Inc., a Nevada corporation, which is incorporated herein by reference.

     (c) EXHIBITS:

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

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

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

         3.5      Articles of Amendment to Restated Articles of Incorporation
                  dated March 17, 1999, incorporated by reference to Form 8-K
                  reporting an event of March 9, 1999.

         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, 4/1/96.

         10.6     Form of Security Agreement, 4/1/96.

         10.7     Form of Common Stock Purchase Warrant, 4/1/96.

         10.8     Form of Promissory Note, 7/1/96.

         10.9     Form of 4/1/96 Promissory Note Extension, 10/17/96.

         10.10    Form of Common Stock Purchase Warrant, 10/10/96.


<PAGE>

        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. A copy of the Mergers and Acquisitions
                 Advisory Agreement is attached hereto and incorporated herein
                 by reference.


Item 14.   Control and Procedures

        Under the supervision and with the participation of our management,
including our principal executive officer, the Company has evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures within 90 days of the filing date of this annual report, and, based
on their evaluation, our president has concluded that these controls and
procedures are effective. There were no significant changes in our internal
controls or in other factors that could significantly affect these controls
subsequent to the date of his evaluation.


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


                                       26
<PAGE>

                                   SIGNATURES

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

Dated: March 31, 2003


                                       RIDGEFIELD ACQUISITION CORP.,
                                         a Colorado corporation


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



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



/s/ Steven N. Bronson                      /s/ Kenneth Schwartz
----------------------------------         ----------------------------------
Steven N. Bronson                          Kenneth Schwartz
President, Chief Executive                 Director
Officer and Chairman                       March 31, 2003
of the Board of Directors
Principal Executive Officer
March 31, 2003


/s/ Leonard Hagan
---------------------------------
Leonard Hagan
Director
March 31, 2003

                                       27
<PAGE>

                          RIDGEFIELD ACQUISITION CORP.
                     (Formerly Bio-Medical Automation, Inc.)
                          (A Development Stage Company)
                          INDEX TO FINANCIAL STATEMENTS


                                                                     Page

Independent Auditor's Report                                         F - 2

Balance Sheet
       December 31, 2002                                             F - 3

Statements of Operations
       Years Ended December 31, 2002 and 2001 and Cumulative
       Amounts from January 1, 2000 to December 31, 2002             F - 4

Statements of Stockholders' Equity
       Years Ended December 31, 2000, 2001 and 2002                  F - 5

Statements of Cash Flows
       Years Ended December 31, 2002 and 2001
       and Cumulative Amounts from January 1, 2000 to
       December 31, 2002                                         F - 6 -- F - 7

Notes to Financial Statements                                   F - 8 -- F - 15







                                       F-1
<PAGE>

                          INDEPENDENT AUDITOR'S REPORT


To the Board of Directors and Stockholders RIDGEFIELD ACQUISITION CORP.


We have audited the accompanying balance sheet of Ridgefield Acquisition Corp.
(formerly Bio-Medical Automation, Inc.) (a development stage company) as of
December 31, 2002 and the related statements of operations, stockholders'
equity, and cash flows for each of the two years in the period ended December
31, 2002 and cumulative amounts from January 1, 2000 to December 31, 2002. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Ridgefield Acquisition Corp.
(formerly Bio-Medical Automation, Inc.) as of December 31, 2002 and the results
of its operations and its cash flows for each of the two years in the period
ended December 31, 2002 and cumulative amounts from January 1, 2000 to December
31, 2002 in conformity with accounting principles generally accepted in the
United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2, the Company
sold substantively all of the assets and related operations of its operating
segment in 1999. These factors, among others, raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans in regard
to these matters are described in Note 2. The financial statements do not
include any adjustments that might result from the outcome of this uncertainly.



                              Wheeler Wasoff, P.C.

Denver, Colorado
March 24, 2003

                                       F-2
<PAGE>

                          RIDGEFIELD ACQUISITION CORP.
                     (Formerly Bio-Medical Automation, Inc.)
                          (A Development Stage Company)
                                  BALANCE SHEET
                                DECEMBER 31, 2002


                                     ASSETS


CURRENT ASSETS
    Cash                                                             $  346,165
                                                                     ----------

       Total Current Assets                                             346,165
                                                                     ----------


                                                                     $  346,165
                                                                     ==========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
    Accounts payable and accrued expenses                            $   22,482
                                                                     ----------

       Total Current Liabilities                                         22,482
                                                                     ----------


STOCKHOLDERS' EQUITY (Notes 3 & 5)
   Preferred stock - $.10 par value; authorized - 1,000,000 shares
         Issued - none                                                       --
   Common stock - $.10 par value; authorized - 5,000,000 shares
         Issued and outstanding - 813,028 shares                         81,303
   Capital in excess of par value                                     1,595,509
   Accumulated (deficit)                                               (947,820)
   (Deficit) accumulated during the development stage                  (405,309)
                                                                     ----------

                                                                        323,683
                                                                     ----------

                                                                     $  346,165
                                                                     ==========

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

                                       F-3
<PAGE>

                          RIDGEFIELD ACQUISITION CORP.
                     (Formerly Bio-Medical Automation, Inc.)
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS

                                                           Cumulative
                                                           Amounts from
                                       Years Ended       January 01, 2000
                                        December 31,      to December 31,
                                     2002         2001        2002
REVENUES
      Interest income             $   7,705    $   8,335    $  21,599
                                  ---------    ---------    ---------

OPERATING EXPENSES
    General and administrative       81,216      101,108      277,559
    Employee stock options          130,625           --      130,625
      Write-off of patent                --           --       18,724
                                  ---------    ---------    ---------

                                    211,841      101,108      426,908
                                  ---------    ---------    ---------

NET (LOSS)                        $(204,136)   $ (92,773)   $(405,309)
                                  =========    =========    =========

NET (LOSS) PER COMMON SHARE
    Basic and Diluted             $   (0.25)   $   (0.12)   $   (0.53)
                                  =========    =========    =========

WEIGHTED AVERAGE NUMBER OF
    COMMON SHARES OUTSTANDING -
    Basic and Diluted               813,028      777,444      758,619
                                  =========    =========    =========





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

                                       F-4
<PAGE>

                          RIDGEFIELD ACQUISITION CORP.
                     (Formerly Bio-Medical Automation, Inc.)
                          (A Development Stage Company)
                       STATEMENTS OF STOCKHOLDERS' EQUITY
                  YEARS ENDED DECEMBER 31, 2000, 2001 AND 2002
<TABLE>
<CAPTION>
                                                                                                                        (Deficit)
                                                                                                                       Accumulated
                                                Common Stock        Capital                                               During
                                                                   in Excess      Note        Deferred    Accumulated  Development
                                              Shares     Amount   of Par Value  Receivable  Compensation   (Deficit)      Stage
<S>                                            <C>      <C>       <C>           <C>          <C>          <C>            <C>
Balance, January 1, 2000                       643,128  $ 64,313  $ 1,312,049   $       --   $       --   $ (947,820)  $        --
                                           -----------  --------  -----------   ----------   ----------   ----------   -----------
Issuance of common stock to officer for
deferred compensation, valued at $.75           64,000     6,400       41,600           --      (48,000)          --            --
per share
Deferred compensation earned                        --        --           --           --       37,000           --            --
Net (loss)                                          --        --     (108,400)
                                           -----------  --------  -----------   ----------   ----------   ----------   -----------
Balance, December 31, 2000                     707,128    70,713    1,353,649           --      (11,000)    (947,820)     (108,400)
Issuance of common stock to officer for
deferred compensation, valued at $1.25
per share                                       38,400     3,840       44,160           --      (48,000)          --            --
Deferred compensation earned
                                                    --        --           --           --       48,000           --            --
Issuance of common stock for services,
valued at $1.82 per share                       10,000     1,000       17,200           --           --           --            --
Exercise of common stock warrants for
cash at $.75 per share                           7,500       750        4,875           --           --           --            --
Exercise of common stock warrants at
$1.00 per share                                 50,000     5,000       45,000      (50,000)          --           --            --
Net (loss)                                          --        --           --           --           --           --       (92,773)
                                           -----------  --------  -----------   ----------   ----------   ----------   -----------
Balance, December 31, 2001                     813,028    81,303    1,464,884      (50,000)     (11,000)    (947,820)     (201,173)
Deferred compensation earned                        --        --           --           --       11,000           --            --
Repayment of note receivable                        --        --           --       50,000           --           --            --
Stock options issued as compensation                --        --      130,625           --           --           --            --
Net (loss)                                          --        --           --           --           --           --      (204,136)
                                           -----------  --------  -----------   ----------   ----------   ----------   -----------
Balance, December 31, 2002                     813,028  $ 81,303  $ 1,595,509   $       --   $       --   $ (947,820)  $  (405,309)
                                           ===========  ========  ===========   ==========   ==========   ==========   ===========
</TABLE>

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

                                       F-5
<PAGE>

                          RIDGEFIELD ACQUISITION CORP.
                     (Formerly Bio-Medical Automation, Inc.)
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                  Cumulative
                                                                              Years Ended         Amounts from
                                                                              December 31,     January 1, 2000 to
                                                                            2002         2001  December 31, 2002
<S>                                                                      <C>          <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITES
     Net (loss)                                                          $(204,136)   $ (92,773)   $(405,309)
     Adjustment to reconcile net (loss) to net cash(used) by operating
          Activities
          Stock issuance for salary                                         11,000       48,000       96,000
          Stock issuance for professional services                              --       18,200       18,200
          Stock options compensation                                       130,625           --      130,625
          Write-off of patent                                                   --           --       18,724
     Changes in assets and liabilities
          Decrease (increase) in note and interest receivable               52,262       (2,262)      50,000
          Increase (decrease) increase in accounts payable and accrued
          expenses                                                          14,803        4,080        7,089
                                                                         ---------    ---------    ---------

     Net cash provided (used) by operating activities                        4,554      (24,755)     (84,671)
                                                                         ---------    ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES

     Net cash (used) in investing activities                                    --           --           --
                                                                         ---------    ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES
     Exercise of common stock warrants                                          --        5,625        5,625
                                                                         ---------    ---------    ---------

     Net cash provided by financing activities                                  --        5,625        5,625
                                                                         ---------    ---------    ---------

NET INCREASE (DECREASE) IN CASH                                              4,554      (19,130)     (79,046)

CASH, BEGINNING OF PERIODS                                                 341,611      360,741      425,211
                                                                         ---------    ---------    ---------

CASH, END OF PERIODS                                                     $ 346,165    $ 341,611    $ 346,165
                                                                         =========    =========    =========
</TABLE>

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

                                       F-6
<PAGE>

                          RIDGEFIELD ACQUISITION CORP.
                     (Formerly Bio-Medical Automation, Inc.)
                          (A Development Stage Company)
                      STATEMENTS OF CASH FLOWS (CONTINUED)
                   YEARS ENDED DECEMBER 31, 2002 AND 2001 AND
          CUMULATIVE AMOUNTS FROM JANUARY 1, 2000 TO DECEMBER 31, 2002


SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

During the year ended December 31, 2000 the Company issued 64,000 shares of
common stock, valued at $48,000, to its President as salary for the period March
2000 to March 2001.

During the year ended December 31, 2001, the Company:

o    Issued 38,400 shares of common stock, valued at $48,000, to its President
     as salary for the period March 2001 to March 2002.

o    Issued 10,000 shares of common stock, valued at $18,200, to two Board of
     Directors members for compensation.

o    The Company's President exercised warrants to acquire 50,000 shares of the
     Company's common stock at $1.00 per share by entering into a promissory
     note in the amount of $50,000 due March 30, 2003, with interest at 6%
     payable semi-annually.

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














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

                                       F-7
<PAGE>

                          RIDGEFIELD ACQUISITION CORP.
                     (Formerly Bio-Medical Automation, Inc.)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 -     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         ORGANIZATION

         Ridgefield Acquisition Corp. (formerly Bio-Medical Automation, Inc.)
         (the Company) was incorporated under the laws of the State of Colorado
         on October 13, 1983 (see Note 8). 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.

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

         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.

         (LOSS) PER COMMON SHARE

         Basic (loss) per common share is calculated by dividing net (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 warrants and options.
         There is no difference in the calculation of basic and diluted loss per
         share for any period presented. Convertible equity instruments are not
         considered in the calculation of loss per share, as their inclusion
         would be antidilutive.

                                       F-8

<PAGE>

                          RIDGEFIELD ACQUISITION CORP.
                     (Formerly Bio-Medical Automation, Inc.)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 -     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         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. On occasion, the company has
         cash in banks in excess of federally insured amounts. At December 31,
         2002, there were no cash equivalents.

         USE OF ESTIMATES

         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect 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 accounts for its stock-based compensation using Accounting
         Principles Board's Opinion No. 25 ("APB 25"). Under APB 25,
         compensation expense is recognized for stock options with an exercise
         price that is less than the market price on the grant date of the
         option. For stock options with exercise prices at or above the market
         value of the stock on the grant date, the Company adopted the
         disclosure-only provisions of SFAS 123, "Accounting for Stock-Based
         Compensation." The Company has adopted the disclosure-only provisions
         of SFAS 123, for the stock options granted to the employees and
         directors of the Company. In 2002, the Company recognized compensation
         expese of $130,625 for options granted to its President below the
         market price, based on the difference between the exercise price and
         market price on the date of grant. Had compensation expense for the
         options granted been determined based on the fair value at the grant
         date for the options, consistent with the provisions of SFAS 123, the
         Company's net loss and net loss per share for the year ended December
         31, 2002 would have been increased to the pro forma amounts indicated
         below:

                          Net (loss)
                              As reported                          $ (204,136)
                              Pro forma                              (220,126)

                          Net (loss) per share
                              As reported                                (.25)
                              Pro forma                                  (.27)

         The fair value of each option grant is estimated on the date of grant
         using the Black-Scholes option-pricing model with the following
         assumptions used for grants in fiscal 2002: no dividend yield; expected
         volatility of 90%; risk-free interest rate of 3%; and expected life of
         one year.

         There were no options granted in 2001.


                                       F-9
<PAGE>

                          RIDGEFIELD ACQUISITION CORP.
                     (Formerly Bio-Medical Automation, Inc.)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 -     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         PATENT COSTS

         The Company had applied for a patent from the U.S. Patent Office for a
         micro-robotic device under development. The costs associated with
         obtaining this patent were capitalized and were to be amortized over
         the life of the patent of seventeen years upon issuance of the patent.

         The patent was the Company's sole asset of continuing operations. In
         1999, the Company incurred research and development costs associated
         with development of the micro-robotic device underlying the patent and
         had, as of December 31, 1999, continued to assess the economic benefit
         of continuing research and development activities or sale of the
         patent.

         In February 2000, the Company entered into an agreement with a
         shareholder which resulted in a change in control of the Company. The
         agreement specified that the Company owns certain intellectual property
         consisting of the patent application and a related Technology License
         Agreement. In June 2000, the Company decided not to pursue further
         research and development or sale of the patent and has written-off the
         capitalized costs.

         In 2002, the Company received its patent for the micro-robotic device
         from the U.S. Patent Office.

         IMPAIRMENT OF LONG-LIVED ASSETS

         The Company has adopted SFAS 144, "Accounting for the Impairment and
         Disposal of Long-Lived Assets," which requires that long-lived assets
         to be held and used be reviewed for impairment whenever events or
         changes in circumstances indicate that the carrying amount of an asset
         may not be recoverable. The Company will assess the recoverability of
         the carrying cost of long-lived assets based on a review of projected
         undiscounted cash flows related to the asset held for use. If assets
         are determined to be impaired, then the asset is written down to its
         fair value based on the present value of the discounted cash flows of
         the related asset or other relevant measures (quoted market prices or
         third-party offers).

         FAIR VALUE

         The carrying amount reported in the balance sheet for cash, accounts
         payable and accrued liabilities approximates fair value because of the
         immediate or short-term maturity of these financial instruments.

         CONCENTRATIONS OF CREDIT RISK

         Financial instruments which potentially subject the Company to
         concentrations of credit risk consist principally of cash. The Company
         maintains cash accounts at one financial institution. 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. At December 31, 2002, cash in excess of
         federally insured amounts was approximately $246,000.

                                      F-10
<PAGE>

                          RIDGEFIELD ACQUISITION CORP.
                     (Formerly Bio-Medical Automation, Inc.)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 -     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         RECENT ACCOUNTING PRONOUNCEMENTS

         In June 2001, the Financial Accounting Standards Board ("FASB") issued
         SFAS 143, "Asset Retirement Obligations." SFAS 143 establishes
         accounting requirements for retirement obligations associated with
         tangible long-lived assets, including (1) the timing of the liablity
         recognition, (2) initial measurement of the liability, (3) allocation
         of assets retirement cost to expense, (4) subsequent measurement of the
         liability and (5) financial statement disclosure. SFAS 143 requires
         that an asset retirement cost should be capitalized as part of the cost
         of the related long-lived asset and subsequently allocated ot expense
         using a systematic and rational method. The provision of SFAS 143 are
         effective for financial statements issued for fiscal years beginning
         after June 15, 2002. The adoption of SFAS 143 is not expected to have a
         material effect on the Company's financial position, results of
         operations or cash flows.

         In April 2002, the FASB issued SFAS 145, "Rescission of FASB Statements
         No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
         Corrections." FASB 4 required all gains or losses from extinguishment
         of debt to be classified as extraordinary items net of income taxes.
         SFAS 145 requires that gains and losses from extinguishment of debt be
         evaluated under the provisions of Accounting Principles Board Opinion
         No. 30, and be classified as ordinary items unless they are unusual or
         infrequent or meet the specific criteria for treatment as an
         extraordinary item. This statement is effective January 1, 2003. The
         Company does not anticipate that the adoption of this statement will
         have a material effect on its financial position or results of
         operations.

         In July 2002, the FASB issued SFAS 146, "Accounting for Costs
         Associated with Exit or Disposal Activities." This Statement addresses
         financial accounting and reporting for costs associated with exit or
         disposal activities and nullifies EITF Issue No. 94-3, "Liability
         Recognition for Certain Employee Termination Benefits and Other Costs
         to Exit an Activity (including Certain Costs Incurred in a
         Restructuring)." This Statement requires recognition of a liability for
         a cost associated with an exit or disposal activity when the liability
         is incurred, as opposed to when the entity commits to an exit plan
         under EITF No. 94.3. SFAS 146 is to be applied prospectively to exit or
         disposal activities initiated after December 31, 2002. The Company does
         not anticipate that the adoption of this statement will have a material
         effect on its financial position or results of operations.

         In December 2002, the FASB approved SFAS 148, "Accounting for
         Stock-Based Compensation - Transition and Disclosure - an amendment of
         FASB Statement No. 123." SFAS 148 amends SFAS 123, "Accounting for
         Stock-Based Compensation" to provide alternative methods of transition
         for a voluntary change to the fair value based method of accounting for
         stock-based employee compensation. In addition, SFAS 148 amends the
         disclosure requirements of SFAS 123 to require prominent disclosures in
         both annual and interim financial statements about the method of
         accounting for stock-based employee compensation and the effect of the
         method used on reported results. SFAS 148 is effective for financial
         statements for fiscal years ending after December 15, 2002. The Company
         will continue to account for stock-based compensation using the methods
         detailed in the stock-based compensation accounting policy.

                                      F-11
<PAGE>

                          RIDGEFIELD ACQUISITION CORP.
                     (Formerly Bio-Medical Automation, Inc.)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 -     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         RECLASSIFICATIONS

         Certain reclassifications have been made to prior years' amounts to
         conform to the classifications used in the current year.

NOTE 2 - BASIS OF ACCOUNTING

         The accompanying 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 financial statements, the Company has accumulated a
         deficit of $947,820 through December 31, 1999 and has incurred a
         deficit since reentering the development stage, effective January 1,
         2000, of $405,309. 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, 2002, 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 - STOCKHOLDERS' EQUITY

         COMMON STOCK

         In 2000, the Company issued 64,000 shares of common stock, valued at
         $48,000 ($.75 per share) to its President as compensation for services
         to be rendered to the Company for a one year period commencing March
         25, 2000. At December 31, 2000, deferred compensation related to the
         unearned portion of the shares issued was $11,000.

         In 2001 the Company issued 38,400 shares of common stock, valued at
         $48,000 ($1.25 per share) to its President as compensation for services
         to be rendered to the Company for a one year period commencing March
         25, 2001. At December 31, 2001, deferred compensation related to the
         unearned portion of the shares issued was $11,000.

         In 2001, the President of the Company (i) exercised warrants for 50,000
         shares of the common stock at $1.00 per share for a note in the amount
         of $50,000 (Note 5) and (ii) exercised warrants for 7,500 shares of
         common stock for cash at $.75 per share.

         In 2001, the Company issued an aggregate 10,000 shares of common stock
         (5,000 shares to each of two members of the Board of Directors) for
         services, valued at $1.82 per share.

                                      F-12
<PAGE>

                          RIDGEFIELD ACQUISITION CORP.
                     (Formerly Bio-Medical Automation, Inc.)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 3 - STOCKHOLDERS' EQUITY (CONTINUED)

         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
         were approved for issuance.

         WARRANTS

         During 2001, warrants were exercised by the Company's President to
         acquire 7,500 shares of common stock for cash at $.75 per share, and
         50,000 shares at $1.00 per share for a promissory note in the amount of
         $50,000 (Note 5). All remaining outstanding warrants expired in 2001.

         OPTIONS

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

                                                             Weighted
                                                      No.      Avg     Weighted
                                                      of     Exercise     Avg
                                                    Shares    Price   Fair Value

           Options Outstanding - January 1, 2001    145,000   $ 1.15      $ .48
                            (145,000 exercisable)
           Granted                                        -
                                                   --------
           Options Outstanding - December 31, 2001  145,000     1.15        .48
                            (145,000 exercisable)
           Expired                                 (120,000)    1.13        .51
           Granted                                   95,000     1.13       1.54
                                                   --------
           Options Outstanding - December 31, 2002  120,000     1.15       1.29
                            (145,000 exercisable)  ========


         The fair value of each option grant is estimated on the date of grant
         using the Black-Scholes option-pricing model with the following
         weighted-average assumptions used for grants in 2002: dividend yield of
         0%; expected volatility of 90%; discount rate of 3.0%; and expected
         life of 1 year. No options were exercised or forfeited during 2001.

         At December 31, 2002, the number of options exercisable was 120,000,
         the weighted average exercise price of these options was $1.15, the
         weighted average remaining contractual life of the options was .4 years
         and the exercise price was $1.13 to $1.25 per share.

NOTE 4 - INCOME TAXES

         At December 31, 2002 and 2001, the Company has net operating loss
         carryforwards totaling approximately $944,000 and $870,000,
         respectively, that may be offset against future taxable income through
         2022 and research and development credits of approximately $69,000
         through 2013. 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.

                                      F-13
<PAGE>

                          RIDGEFIELD ACQUISITION CORP.
                     (Formerly Bio-Medical Automation, Inc.)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 4 - INCOME TAXES (CONTINUED)

         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
         $179,000 tax benefit of the loss carryforward has been offset by a
         valuation allowance of the same amount. Of the total tax benefit of the
         loss carryforward, $14,000 and $18,000 is applicable to 2002 and 2001,
         respectively.

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

         There is no current or deferred tax expense for the years ended
         December 31, 2002 and 2001.

NOTE 5 - RELATED PARTY TRANSACTIONS

         In May 2000, the Board of Directors authorized the issuance of 64,000
         shares of common stock (valued at $.75 per share) to the President of
         the Company in lieu of a salary of $48,000. At December 31, 2000, the
         President had earned $37,000, and the balance of $11,000 was earned
         during 2001.

         In March 2001, the Company issued 38,400 shares of common stock (valued
         at $1.25 per share) to the President of the Company in lieu of a salary
         of $48,000. At December 31, 2001, the President had earned $37,000 and
         the balance of $11,000 was earned in 2002.

         In March 2001, the Company loaned the President $50,000 at 6.0%,
         uncollateralized, due March 30, 2003, to exercise warrants to purchase
         50,000 shares of the Company's common stock at $1.00 per share. In
         December 2002, the President of the Company repaid the loan of $50,000
         and accrued interest of $5,153.

         In November 2001, the Company issued 5,000 shares of common stock
         (valued at $1.82 per share) to each of two members of the Board of
         Directors as compensation for services.

         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. As of December
         31, 2002, no merger had been completed under the agreement.

         During 2002 and 2001, the Company incurred approximately $5,000 and
         $6,600, respectively, in professional fees to a firm managed by a
         member of the Board of Directors.

         In March 2002, the Board of Directors renewed the President's
         employment agreement for one year at an annual salary of 48,000.

                                      F-14
<PAGE>

                          RIDGEFIELD ACQUISITION CORP.
                     (Formerly Bio-Medical Automation, Inc.)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 6 - SEGMENT REPORTING

         In June 1997, SFAS 131, "Disclosure about Segments of an Enterprise and
         Related Information" was issued, which amends the requirements for a
         public enterprise to report financial and descriptive information about
         its reportable operating segments. Operating segments, as defined in
         the pronouncement, are components of an enterprise about which separate
         financial information is available that is evaluated regularly by the
         Company in deciding how to allocate resources and in assessing
         performance. The financial information is required to be reported on
         the basis that is used internally for evaluating segment performance
         and deciding how to allocate resources to segments. The Company has no
         reportable segments at December 31, 2002 and 2001.

NOTE 7 - COMPREHENSIVE INCOME

         There are no adjustments necessary to net income (loss) as presented in
         the accompanying statements of operations to derive comprehensive
         income in accordance with SFAS 130, "Reporting Comprehensive Income".

NOTE 8 - SUBSEQUENT EVENTS

(a)           On January 14, 2003, in connection with its reinstatement as an
              active corporation in the State of Colorado, the Company changed
              its name from Bio-Medical Automation, Inc. to Ridgefield
              Acquisition Corp.
(b)           On February 27, 2003, the Board of Directors of the Company
              authorized the formation of a Nevada corporation named Bio-Medical
              Automation, Inc. and authorized the management of the Company to
              transfer the Company's right title and interest in its patent (see
              Note 1) to Bio-Medical Automation, Inc. 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.
(c)           On March 21, 2003, the Board of Directors renewed the President's
              employment agreement through March 2004 with an annual salary of
              $48,000, and granted the President an option to purchase 150,000
              shares of the Company's common stock at an exercise price of 110%
              of the closing market price as of the date of grant, for a period
              of five years.


                                      F-15
<PAGE>

       Statement Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
         By Principal Executive Officer and Principal Financial Officer
       Regarding Facts and Circumstances Relating to Exchange Act Filings

I, Steven N. Bronson, certify that:

1. I have reviewed this annual report on Form 10-KSB for the period ended
December 31, 2002 filed on behalf of Ridgefield Acquisition Corp.;

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

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

4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and I have:

        a) designed such disclosure controls and procedures to ensure that
        material information relating to the registrant is made known to me by
        others, particularly during the period in which this annual report is
        being prepared;

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

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

5. I have disclosed, based on my most recent evaluation, to the registrant's
auditors and the registrant's board of directors:

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

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

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

Date:  March 31, 2003.
                                            /s/ Steven N. Bronson
                                            ----------------------------------
                                            Steven N. Bronson, President

<PAGE>

                                  EXHIBIT INDEX

The following Exhibits are filed herewith:

Exhibit
Number      Description of Document
------      -----------------------
99.1        President's Written Certification Of Financial Statements
            Pursuant to 18 U.S.C. Statute 1350.