Notes to Condensed Financial Statements
For the Three-Month Periods Ended March
31, 2020 and 2019
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, 2020, the Company sold to Dorman Industries
a total of 6,623,702 shares at per share prices equal to the closing price the day prior to each sale, and realized proceeds of
$184,504. Dorman Industries currently is the beneficial owner of 68.15% 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 $184,504 of proceeds from the sales, through
private placements, of unregistered common stock to Dorman Industries in the years 2010 through March 31, 2020.
As
reflected in the accompanying balance sheet at March 31, 2020, cash totals $197. 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 2020. 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 68.15% 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.
Note 2 – Loss Per Share
Loss
per share is calculated using the weighted average number of common shares outstanding during the periods presented. There are
no outstanding dilutive stock options and warrants; all outstanding stock options and warrants were cancelled effective with the
Net Asset Sale. The Company has no dilutive securities.