Sandston Corporation
Notes to Condensed Financial
Statements
For the Three-Month Periods Ended March 31, 2022 and 2021
Note 1 – Basis of Presentation
Pursuant to a recommendation of the Company’s Board of Directors
and approval by its shareholders on January 13, 2004, the Company
sold to NC Acquisition Corporation (the “Purchaser”) on March 31,
2004 all of its tangible and intangible assets, including its real
estate, accounts, equipment, intellectual property, inventory,
subsidiaries, goodwill, and other intangibles, except for $30,000
in cash, (the “Net Asset Sale”). The Purchaser also assumed all of
the Company’s liabilities pursuant to the Net Asset Sale. Following
the Net Asset Sale, the Company’s only remaining assets were
$30,000 in cash and it had no liabilities. It also retained no
subsidiaries. On April 1, 2004 the Company amended its Articles of
Incorporation to change its name from Nematron Corporation to
Sandston Corporation (the “Company”) and to implement a shareholder
approved
one-for-five reverse stock split of the Company’s
common stock, whereby every five issued and outstanding shares of
the Company’s common stock became one share. On April 1, 2004, the
Company also sold a total of 5,248,257 post-split shares to Dorman
Industries, LLC (“Dorman Industries”) for $50,000. On December 21,
2006, the Company sold 2,400,000 post-split shares to certain
accredited investors for $120,000.
Dorman Industries is a Michigan Limited Liability Company wholly
owned by Mr. Daniel J. Dorman, the Company’s Chairman of the Board,
President and Principal Accounting Officer. Pursuant to its
purchase of these shares, Dorman Industries became the owner of
62.50% of the then outstanding common stock of the Company. The
Company has made several subsequent sales of common stock to Dorman
Industries in order to raise cash to pay operating expenses.
Between December 30, 2010 and March 31, 2022, the Company sold to
Dorman Industries a total of 7,208,258 shares at per share prices
equal to the closing price the day prior to each sale, and realized
proceeds of $236,136. Dorman Industries currently is the beneficial
owner of 69.18% of the Company’s outstanding common stock.
Effective April 1, 2004, the Company became a “public shell”
corporation.
The Company intends to build long-term shareholder value by
acquiring and/or investing in and operating strategically
positioned companies. The Company expects to target companies in
multiple industry groups. The Company has yet to acquire, or enter
into an agreement to acquire, any company or entity.
During the period prior to the Net Asset Sale, the Company’s
businesses included 1) the design, manufacture, and marketing of
environmentally ruggedized computers and computer displays known as
industrial workstations; 2) the design, development and marketing
of software for worldwide use in factory automation and control and
in test and measurement environments; and 3) providing application
engineering support to customers of its own and third parties’
products. These businesses were sold on March 31, 2004 to the
Purchaser.
Liquidity
and Management Plans
The Company became a “public shell” corporation on April 1, 2004
following the Net Asset Sale and since that date its operational
activities have been limited to considering sundry and various
acquisition opportunities, and its financial activities have been
limited to administrative activities and incurring expenditures for
accounting, legal, filing, printing, office and auditing services.
These expenditures have been paid with the $30,000 cash retained
from the businesses that were sold, from $50,000 of proceeds from
the sale of common stock on April 1, 2004 to Dorman Industries,
from $120,000 of proceeds from the sale, through a private
placement, to certain accredited investors of common stock in
December 2006, and from $236,136 of proceeds from the sales,
through private placements, of unregistered common stock to Dorman
Industries in the years 2010 through 2022.
As reflected in the accompanying balance sheet at March 31, 2022,
cash totals $121. Based on such balance and management’s forecast
of activity levels during the period that it may remain a “public
shell” corporation, management will have to again sell through
private placement a number of additional shares of common stock to
generate sufficient cash to pay its current liabilities and its
administrative expenses as such expenses become due in 2022. If the
Company has not identified and consummated an acquisition by that
date, the Company will need to obtain additional funds to maintain
its administrative activities as a public shell company. Management
intends to obtain such administrative funds from Dorman Industries
in the form of loans or through equity sales in an amount
sufficient to sustain operations at their current level. There can
be no assurance that Dorman Industries, which owns 69.18% of the
Company’s outstanding stock, or any other party will advance needed
funds on any terms. The Company has not identified as yet potential
acquisition candidates, the acquisition of which would mean that
the Company would cease being a “public shell” and begin operating
activities.