Notes To Condensed Financial Statements
For The Three- and Nine-Month Periods
Ended September 30, 2012 and 2011
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. 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 three subsequent sales of common stock to Dorman Industries in order
to raise cash to pay operating expenses: December 30, 2010 - 500,000 shares for $15,000; November 14, 2011 - 375,000 shares for
$15,000; and September 24, 2012 – 1,500,000 shares for $15,000. Dorman Industries currently is the beneficial owner of 57.88%
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, $50,000 of proceeds from the sale of common stock on April 1, 2004 to
Dorman Industries, and from $165,000 of proceeds from the sales, through private placements, of unregistered common stock in December
2006, December 2010, November 2011, and September 24, 2012 to certain accredited investors.
As reflected in the accompanying balance
sheet at September 30, 2012, cash totals $10,788. Based on
such balance and management’s forecast
of activity levels during the period that it may remain a “pubic shell” corporation,
management believes that
it 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 2012
.
If the Company has not identified and consummated an acquisition by the end of 2013, 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. Dorman Industries owns 57.88% of the Company’s outstanding common stock. There can be no assurance that Dorman Industries
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.
In the opinion of management, all adjustments
considered necessary for a fair presentation of the consolidated financial statements for the interim periods have been included.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations,
although the Company believes that the disclosures are adequate to make the information presented not misleading. These condensed
consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included
in the Company’s latest annual report on Form 10-K.
The results of the operations for the three-
and nine-month periods ended September 30, 2012 and 2011 are not necessarily indicative of the results to be expected for the full
year. Additionally, since the Net Asset Sale, which was effective April 1, 2004, the Company has had no revenue generating activities.
Note 2 – Earnings Per Share
The weighted average shares outstanding
used in computing basic loss per share for the three- and nine-month periods ended September 30, 2012 and 2011 have been adjusted
to give effect to the five-for-one reverse stock split discussed in Note 1. The Company has no dilutive securities.