UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.20549

 

FORM 10-Q

 

(Mark One)

 

x     QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2020

 

¨     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _____ to ____

 

Commission File Number: 001-15481

 

Sandston Corporation

(Exact name of small business issuer as specified in its charter)

 

Michigan	38-2483796
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

 

1496 Business Park Drive, Suite A, Traverse City, Michigan49686

(Address of principal executive offices) (Zip Code)

 

(231) 943-2221

(Issuer's telephone number, including area code)

 

Indicate by check markif the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.     ¨ YES    x NO

 

Indicate by check mark if the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act     ¨ YES    x NO

 

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act 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.     x YES   ¨ NO

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data file required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).      x YES   ¨ NO

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large Accelerated Filer ¨	Accelerated Filer ¨
Non- Accelerated Filer x	Smaller Reporting Company x
	Emerging Growth Company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     x YES   ¨ No

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, no par value	SDON	Over the Counter Bulletin Board

 

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: No par value Common Stock:

 

17,518,572 shares outstanding as of November 13, 2020

 

 

 

PART I -- FINANCIAL INFORMATION

 

Item 1.

Financial Statements

 

Sandston Corporation

Condensed Balance Sheet

September 30, 2020 and December 31, 2019

 

		September 30,
		2020				December 31,
		(Unaudited)				2019
Assets
Current assets:
Cash		$	203			$	197
Total assets		$	203			$	197
Liabilities and Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable		$	23,638			$	23,926
Total current liabilities			23,638				23,926
Stockholders’ equity (deficit):
Common stock, no par value, 30,000,000 shares authorized, 17,518,572 outstanding at September 30, 2020 and 17,195,683shares outstanding at December 31, 2019			33,991,406				33,971,238
Accumulated deficit			(34,014,841	)			(33,994,967	)
Total stockholders’ equity (deficit)			(23,435	)			(23,729	)
Total liabilities and stockholders’ equity (deficit)		$	203			$	197

 

See notes to condensed financial statements.

 

 

Sandston Corporation

Condensed Statements of Operations

For the Three- and Nine-Month Periods Ended September 30, 2020 and 2019

 

		Three Months Ended Sept. 30,								Nine Months Ended Sept. 30,
		2020				2019				2020				2019
		(Unaudited)				(Unaudited)				(Unaudited)				(Unaudited)
Net revenues		$	-			$	-			$	-			$	-
General and administrative expense			3,812				3,043				19,874				17,370
Loss before income taxes			(3,812	)			(3,043	)			(19,874	)			(17,370	)
Income taxes			-				-				-				-
Net loss		$	(3,812			$	(3,043	)		$	(19,874	)		$	(17,370	)
Loss per share amounts – basic and diluted (Note 2):		$	-			$	-			$	-			$	-
Weighted average shares outstanding – basic and diluted (Note 2):			17,487,250				17,031,161				17,394,501				16,925,679

 

See notes to condensed financial statements.

 

 

Sandston Corporation

Condensed Statements of Shareholders’ Equity

For the Three- and Nine-Month Periods Ended September 30, 2020 and 2019

 

		Common Stock								Accumulated
		Shares				Amount				Deficit				Total
		(Unaudited)				(Unaudited)				(Unaudited)				(Unaudited)
Balance, January 1, 2020			17,195,683			$	33,971,238			$	(33,994,967	)		$	(23,729	)
Sale of common stock			225,000				13,500								13,500
Net loss for the three months ended March 31, 2020			-				-				(11,780	)			(11,780	)
Balance, March 31, 2020			17,420,683				33,984,738				(34,006,747	)			(22,009	)
Sale of common stock			30,917				1,980								1,980
Net loss for the three months ended June 30, 2020			-				-				(4,282	)			(4,282	)
Balance, June 30, 2020			17,451,600				33,986,718				(34,011,029	)			(24,311	)
Sale of common stock			66,972				4,688								4,688
Net loss for the three months ended September 30, 2020			-				-				(3,812	)			(3,812	)
Balance, September 30, 2020			17,518,572			$	33,991,406			$	(34,014,841	)		$	(23,435	)

 

		Common Stock								Accumulated
		Shares				Amount				Deficit				Total
		(Unaudited)				(Unaudited)				(Unaudited)				(Unaudited)
Balance, January 1, 2019			16,665,661			$	33,951,249			$	(33,974,547	)		$	(23,298	)
Sale of common stock			314,525				12,581								12,581
Net loss for the three months ended March 31, 2019			-				-				(11,263	)			(11,263	)
Balance, March 31, 2019			16,980,186				33,963,830				(33,985,810	)			(21,980	)
Sale of common stock			50,975				2,039								2,039
Net loss for the three months ended June 30, 2019			-				-				(3,064	)			(3,064	)
Balance, June 30, 2019			17,031,161				33,965,869				(33,988,874	)			(23,005	)
Net loss for the three months ended September 30, 2019			-				-				(3,043	)			(3,043	)
Balance, September 30, 2019			17,031,161			$	33,965,869			$	(33,991,917	)		$	(26,048	)

 

See notes to condensed financial statements.

 

 

Sandston Corporation

Condensed Statements of Cash Flows

For the Nine-Month Periods Ended September 30, 2020 and 2019

 

		Nine Months Ended September 30,
		2020				2019
		(Unaudited)				(Unaudited)
Cash flows from operating activities:
Net loss		$	(19,874	)		$	(17,370	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in assets and liabilities that provided (used) cash:
Accounts payable			(288	)			2,738
Net cash used in operating activities			(20,162	)			(14,632	)
Cash flows from financing activities - sale of common stock			20,168				14,620
Net increase (decrease) in cash			6				(12	)
Cash at beginning of period			197				209
Cash at end of period		$	203			$	197
Supplemental disclosures of cash flow information:
Cash paid for interest		$	-			$	-
Cash paid for income taxes			-				-

 

See notes to condensed financial statements.

 

 

Sandston Corporation

Notes to Condensed Financial Statements

For The Three- and Nine-Month Periods Ended September 30, 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 September 30, 2020, the Company sold to Dorman Industries a total of 6,721,591 shares at per share prices equal to the closing price the day prior to each sale, and realized proceeds of $191,172. Dorman Industries currently is the beneficial owner of 68.33% 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 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 $191,172 of proceeds from the sales, through private placements, of unregistered common stock to Dorman Industries in the years 2010 through September 30, 2020.

 

 

As reflected in the accompanying balance sheet at September 30, 2020, cash totals $203. 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 68.33% 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.

 

Item 2.

Management's Discussion and Analysis of Results of Operations

 

Readers should refer to a description of the Net Asset Sale described in Note 1 to the condensed financial statements included in this Form 10-Q. As described therein, the net assets and industrial controls businesses of the Company were sold effective as of the close of business on March 31, 2004. Since April 1, 2004, the Company has not engaged in any revenue generating activities, although it has considered various investment opportunities and it has incurred administrative expenses related to legal, accounting and administrative activities. The Company has had no employees since that date. The administrative activities of the Company are performed by the Chairman, who also serves as the CEO, President and Principal Financial Officer.

 

Three Month Periods Ended September 30, 2020 and 2019

 

Direct administrative expenses of the Company totaled $3,812 for the three month period ended September 30, 2020, an increase of $769, or 25.3%, over the $3,043 of expenses incurred in the comparable 2019 period. The increase is attributable to an increase in administrative fees charged by the Company’s service providers in the 2020 period.

 

Nine Month Periods Ended September 30, 2020 and 2019

 

Direct administrative expenses of the Company totaled $19,874 for the nine month period ended September 30, 2020, an increase of $2,504 over the $17,370, or 14.4%, of expenses incurred in the comparable 2019 period. The increase is attributable to an increase in administrative fees charged by the Company’s service providers in the 2020 period.

 

 

Liquidity and Capital Resources

 

Primary sources of liquidity for the Company following the March 31, 2004 Net Asset Sale have been cash balances that have been used to pay administrative expenses. Operating expenses of the Company have been funded with a) $30,000 cash retained from the businesses that were sold, b) $50,000 of proceeds from the sale of common stock on April 1, 2004 to Dorman Industries, and c) $311,172 of proceeds from the sale of stock since that date to certain accredited investors, including Dorman Industries.

 

As reflected in the accompanying balance sheet at September 30, 2020, cash totals $203. Based on such balance and management’s forecast of activity levels during the period that it may remain a “public 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 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. Dorman Industries owns 68.33% 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.

 

While it is the Company's objective to ultimately be able to use the securities of the Company as a currency in the acquisition of portfolio businesses, the initial acquisitions of portfolio businesses may require the Company to be infused with additional capital thereby diluting the Company's shareholders, including Dorman Industries to the extent that it does not participate in the capital infusion.

 

Uncertainties Relating to Forward Looking Statements

 

Information regarding Risk Factors appears in Part I, Item 1A. Risk Factors of the 2019 Form 10-K and in Part II, Item 1A. Risk Factors of Sandston’s Quarterly Report on Form 10-Q for the period ended March 31, 2020 (“First Quarter 2020 Form 10-Q”). Except as set forth below, there have been no material changes to the risk factors previously disclosed in the 2019 Form 10-K and in the First Quarter 2020 Form 10-Q.

 

The outbreak of the novel coronavirus ("COVID-19") may adversely affect our ability to identify acquisition targets and if identified, to evaluate, negotiate, and close on any acquisition.The worldwide COVID-19 pandemic has negatively affected the global economy, and it is likely to continue to do so. Since the beginning of January 2020, the outbreak has caused significant volatility and disruption in the financial markets both globally and in the United States. If COVID-19, or another highly infectious or contagious disease, continues to spread or the response to contain it is unsuccessful, we could experience material adverse effects on our business. The extent of such effects will depend on future developments that are highly uncertain and cannot be predicted, including the geographic spread of the virus, the overall severity of the disease, the duration of the outbreak, the measures that have be taken, or future measures, by various governmental authorities in response to the outbreak (such as quarantines, shelter-in-place orders and travel restrictions) and the possible further impacts on the global economy.

 

The impact of the COVID-19 pandemic depends on factors beyond our knowledge or control, including the duration and severity of the outbreak, including whether there are significant increases in the number of cases in future periods, and actions taken to contain its spread and mitigate the public health effects.

 

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

 

Not Applicable.

 

Item 4.

Controls and Procedures

 

(a)          Evaluation of disclosure controls and procedures.

 

As of the end of the period covered by this Quarterly Report on Form 10-Q, the Company performed an evaluation under the supervision of, and with the participation of, management, including our Chief Executive Officer and Chief Financial Officer, of the design and effectiveness of our disclosure controls and procedures (as defined in rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)). Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of the end of the period covered by this Quarterly Report, our disclosure controls and procedures were effective in the timely and accurate recording, processing, summarizing and reporting of material financial and non-financial information within the time periods specified within the Securities and Exchange Commission’s rules and forms. Our Chief Executive Officer and Chief Financial Officer also concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely discussions regarding required disclosure.

 

(b)          Changes in internal controls.

 

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended) during the quarter ended September 30, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

Item 6.

Exhibits and Reports on Form 10-Q

 

Exhibits included herewith are set forth on the Index to Exhibits, which is incorporated herein by reference.

 

SIGNATURES

 

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	Sandston Corporation
November 13, 2020	/s/ Daniel J. Dorman
Date	President, CEO and Principal Financial Officer

 

 

INDEX TO EXHIBITS

 

Exhibit Number

Description of Exhibit

 

31.1

Certification of the Principal Executive Officer Pursuant to Exchange Act Rules 13(A) – 14(A) or 15 (D) – 14 (A) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

31.2

Certification of the Principal Financial Officer Pursuant to Exchange Act Rules 13(A) – 14(A) or 15(D) – 14 (A) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

32.1

Certification of Chief Executive Officer Pursuant to 18 U.S.C. Sec. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002)

 

32.2

Certification of Chief Financial Officer Pursuant to 18 U.S.C. Sec. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002)

 

101

The following materials from Sandston Corporation  Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 are formatted in XBRL (eXtensible Business Reporting Language):  (i) the condensed statements of operations, (ii) the condensed statements of cash flows, (iii) the condensed balance sheets, and (iv) notes to condensed financial statements tagged as blocks of text.