8-K

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

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): April 26, 2006



                          Ridgefield Acquisition Corp.
               --------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

  Colorado                        0-16335                   84-0922701
- ---------------            ---------------------        ---------------------
(State or other            (Commission File No.)           (I.R.S. Employer
Jurisdiction of                                         Identification Number)
Incorporation)



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



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


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]      Written communications pursuant to Rule 425 under the Securities Act
         (17 CFR 230.425)

[ ]      Soliciting material pursuant to Rule 14a-12 under the Exchange Act
         (17 CFR 240.14a-12)

[ ]      Pre-commencement communications pursuant to Rule 14d-2(b) under the
         Exchange Act (17 CFR 240.14d-2(b))

[ ]      Pre-commencement communications pursuant to Rule 13e-4(c) under the
         Exchange Act (17 CFR 240.13e-4(c))



Item 8.01 Other Events.

On April 18, 2006, the Board of Directors of the Company authorized the spin-off
of 100% of the Company's wholly owned subsidiary Bio-Medical Automation, Inc. to
the Company's shareholders as of April 28, 2006 on a pro rata basis (the
"Spin-Off"). The Board of Directors also voted to hold a special meeting of
stockholders to approve the reincorporation of the Company to change the
domicile of the Company from the State Colorado to the State of Nevada (the
"Reincorporation"), to re-elect the Company's directors and to ratify the
appointment of the Company's independent auditors.

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

The Company also scheduled a Special Meeting of Shareholders to take place on
June 16, 2006 seeking the shareholders approval of the Reincorporation, the
re-election of Steven N. Bronson, Leonard Hagan and Kenneth Schwartz as members
of the Board of Directors of the Company and to ratify the Company's appointment
of Carlin, Charron and Rosen LLP as the Company's independent auditors for
fiscal year 2006. All shareholders of the Company as of April 28, 2006 will be
entitled to vote at the Special Meeting of Shareholders.

An information statement and proxy statement concerning the Spin-Off,
Bio-Medical Automation, Inc., the Reincorporation and the other matters to be
submitted for shareholder approval at the Special Meeting of Shareholders will
be filed with the Securities and Exchange Commission and mailed to all
shareholders of record as of April 28, 2006 on or about May 19, 2006.

In connection with the above the Company issued a press release on April 26,
2006. A copy of the press release is attached hereto as an Exhibit.

Section 9 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

          (d) Exhibits.

              The following Exhibits are hereby filed as part of this Current
              Report on Form 8-K:

Exhibit       Description
- -------       -----------
99.1          Ridgefield Acquisition Corp. press release dated April 26, 2006.


                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934,
Ridgefield Acquisition Corp. has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.

Dated: April 28, 2006

                                           Ridgefield Acquisition Corp.
                                           (Registrant)

                                       By: /s/ STEVEN N. BRONSON
                                           ----------------------------
                                           Steven N. Bronson,
                                           CEO and President

EX-99

                                                                    Exhibit 99.1



Ridgefield Acquisition Corp. Announces the Spin-Off of its Wholly Owned
Subsidiary and the Scheduling of a Special Meeting of Stockholders

DANBURY, CT - (BUSINESS WIRE) - April 26, 2006 - Ridgefield Acquisition Corp.
(OTC BB: RDGA) - The Board of Directors of the Company recently authorized the
spin-off of 100% of the Company's wholly owned subsidiary Bio-Medical
Automation, Inc. to the Company's shareholders as of April 28, 2006 on a pro
rata basis (the "Spin-Off"). The Board of Directors also voted to hold a special
meeting of stockholders to approve the reincorporation of the Company to change
the domicile of the Company from the State Colorado to the State of Nevada (the
"Reincorporation"), to re-elect the Company's directors and to ratify the
appointment of the Company's independent auditors.

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

"By distributing the shares of Bio-Medical to our shareholders, we believe that
the inherent value of those shares will be better recognized. We anticipate that
by standing as a separate entity Bio-Medical will be more attractive to both
public or private equity financing, and therefore potentially be better able to
exploit its patent," said Steven N. Bronson, CEO of Ridgefield Acquisition Corp.

The Company has also scheduled a Special Meeting of the Shareholders to take
place on June 16, 2006 seeking the shareholders approval of the Reincorporation,
the re-election of Steven N. Bronson, Leonard Hagan and Kenneth Schwartz as
members of the Board of Directors of the Company and to ratify the Company's
appointment of Carlin, Charron and Rosen LLP as the Company's independent
auditors for fiscal year 2006. All shareholders of the Company as of April 28,
2006 will be entitled to vote at the Special Meeting of Shareholders.

"The Company believes that by reincorporating in Nevada the Company will improve
its ability to consummate a merger, acquisition or other business combination
transaction that will increase shareholder value," stated Mr. Bronson.

A combined information statement and proxy statement concerning the Spin-Off,
Bio-Medical Automation, Inc., the Reincorporation and the other matters to be
submitted for shareholder approval at the Special Meeting of Shareholders will
be filed with the Securities and Exchange Commission and mailed to all
shareholders of record as of April 28, 2006 on or about May 19, 2006.

About Ridgefield Acquisition Corp.

Ridgefield Acquisition Corp., a Colorado corporation, whose securities are
traded on the NASDAQ Over-the-Counter Bulletin Board, is primarily engaged in
seeking to arrange for a merger, acquisition, business combination or other
arrangement by and between the Company and a viable operating entity.



About Bio-Medical Automation, Inc.

Bio-Medical Automation, Inc. is a Nevada corporation and wholly owned subsidiary
of Ridgefield Acquisition Corp. Since May 13, 2003, Bio-Medical Automation, Inc.
has been the holder of a patent for an automated system and method for
microdissection of samples such as chromosomes or other biological material, and
in particular, relates to a robotic assisted microdissection system and method
that significantly reduces the time and skill needed for cellular and
sub-cellular dissections. The system and method covered by the Patent attempts
to provide reliability and ease of operation thereby making microdissection
widely available to laboratories. While Bio-Medical Automation, Inc. has never
derived any revenues from the micro-robotic device, Bio-Medical Automation, Inc.
plans to attempt to exploit, license and/or sell the technology covered by the
patent. There can be no assurances that Bio-Medical Automation, Inc. will be
able to successfully market the technology covered by the patent or that
Bio-Medical Automation, Inc. will ever derive any revenues from the patent or
the technology covered by the patent.

Statement as to Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements. Certain information included in this press
release (as well as information included in oral statements or other written
statements made or to be made by the Company) contain statements that are
forward looking, such as statements relating to the future anticipated direction
of the industry, plans for future expansion, various business development
activities, planned capital expenditures, future funding sources, anticipated
transactions and potential contracts. Such forward-looking information involves
important risks and uncertainties that could significantly affect anticipated
results in the future and, accordingly, such results may differ form those
expressed in any forward-looking statements made by or on behalf of the Company.
These risks and uncertainties include, but are not limited to, those relating to
development and expansion activities, dependency on existing management,
financing activities, domestic and global economic conditions, changes in
federal or state tax laws and market competition factors. We undertake no
obligation to update information in this release.


Contact:
Ridgefield Acquisition Corp.
Steven N. Bronson, President, (203) 791-3871