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Basis of Presentation
9 Months Ended
Sep. 30, 2022
Basis of Presentation  
Basis of Presentation

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. On December 21, 2006, the Company sold 2,400,000 post-split shares to certain accredited investors for $120,000. 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, 2022, the Company sold to Dorman Industries a total of 7,261,056 shares at per share prices equal to the closing price the day prior to each sale, and realized proceeds of $246,329. Dorman Industries currently is the beneficial owner of 69.27% 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 were the design, manufacture, and sale of environmentally ruggedized computers and computer displays (industrial workstation), and industrial automation software. It also provided application engineering support to its customers. 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, auditing, legal, filing, and printing, 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 $246,329 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 September 30, 2022, cash totals $55. 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. The Company will need to obtain additional funds to maintain its administrative activities as a public shell company, and management intends to obtain such 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 currently owns 69.27% of the Company’s outstanding stock, or any other party, will advance needed funds on any terms. The Company has not yet identified any potential acquisition candidates, the acquisition of which would mean that the Company would cease being a “public shell” and begin operating activities.