UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB
 
(Mark One)
 
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended March 31, 2008
 
[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to ____
 
Commission File Number: 0-21142
 
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.)
 
40950 Woodward Avenue, Suite 304, Bloomfield Hills, MI 48304
(Address of principal executive offices) (Zip Code)
 
(248) 723-3007
(Issuer's telephone number, including area code)
 
Check 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).   [ X ] YES [  ] No
 
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: No par value Common Stock:
 
10,796,981 shares outstanding as of May 9, 2008
 
Transitional Small Business Disclosure Format: [  ] YES [ X ] NO
 
 
PART I -- FINANCIAL INFORMATION

Item 1.   Financial Statements

Sandston Corporation
Condensed Balance Sheet
March 31, 2008 and December 31, 2007

   
March 31,
 
 
 
 
 
2008
 
December 31,
 
 
 
(Unaudited)
 
2007
 
Assets
         
Current assets:
         
Cash
 
$
64,892
 
$
69,062
 
Deposit
   
1,800
   
1,800
 
               
Total assets
 
$
66,692
 
$
70,862
 
               
Liabilities and Shareholders’ Equity
             
               
Current liabilities - accounts payable
 
$
7,955
 
$
1,537
 
               
Shareholders’ deficit:
             
Common stock, no par value, 30,000,000 shares authorized,
             
10,796,981 shares issued and outstanding
   
33,799,784
   
33,799,784
 
Accumulated deficit
   
(33,741,047
)
 
(33,730,459
)
               
Total shareholders’ equity
   
58,737
   
69,325
 
               
Total liabilities and shareholders’ equity
 
$
66,692
 
$
70,862
 





See notes to condensed financial statements.
 
Page 2

 
Sandston Corporation
Condensed Statements of Operations
For the Three Month Periods Ended March 31, 2008 and 2007


   
Three Months Ended March 31,
 
 
 
2008
 
2007
 
 
 
(Unaudited)
 
(Unaudited)
 
           
Net revenues
 
$
-
 
$
-
 
General and administrative expenses
   
10,588
   
13,159
 
Operating loss
   
(10,588
)
 
(13,159
)
Income taxes
   
-
   
-
 
Net loss
 
$
(10,588
)
$
(13,159
)
               
Per share amounts - basic and diluted (Note 2)
 
$
0.00
 
$
0.00
 
Weighted average shares outstanding - basic and diluted (Note 2)
   
10,796,981
   
10,796,981
 
 
 



See notes to condensed financial statements.
 
Page 3

Sandston Corporation
Condensed Statements of Cash Flows
For the Three Month Periods Ended March 31, 2008 and 2007


   
Three Months Ended March 31,
 
 
 
2008
 
2007
 
 
 
(Unaudited)
 
(Unaudited)
 
Cash flows from operating activities:
         
Net loss
 
$
(10,588
)
$
(13,159)
 
Adjustments to reconcile net loss to net cash flows
             
used in operating activities:
             
Changes in assets and liabilities that provided cash:
             
Accounts payable
   
6,418
   
855
 
Net cash used in operating activities
   
(4,170
)
 
(12,304
)
Net decrease in cash
   
(4,170
)
 
(12,304
)
Cash at beginning of period
   
69,062
   
98,459
 
Cash at end of period
 
$
64,892
 
$
86,155
 
Supplemental disclosures of cash flow information:
             
Cash paid for interest
 
$
-
 
$
-
 
Cash paid for income taxes
   
-
   
-
 


 






See notes to condensed financial statements.
Page 4

Sandston Corporation
Notes To Condensed Financial Statements
For The Three Month Periods Ended March 31, 2008 and 2007
 
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 and currently is the beneficial owner of 48.6% 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.
 
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 infor-mation 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-KSB.
 
The results of the operations for the three month periods ended March 31, 2008 and 2007 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 no revenue generating activities.
 
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, and from $120,000 of proceeds from the sale, through a private placement, of unregistered common stock in December 2006 to certain accredited investors.
 
Page 5
Note 2 - Earnings Per Share
 
The weighted average shares outstanding used in computing basic loss per share for the three month periods ended March 31, 2008 and 2007 have been adjusted to give effect to the five-for-one reverse stock split discussed in Note 1. The Company has no dilutive securities.

Item 2.   Management's Discussion and Analysis of Results of Operations
 
Three Month Periods Ended March 31, 2008 and 2007
 
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-QSB. 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. Direct administrative expenses of the Company totaled $10,588 and $13,159 for the three-month periods ended March 31, 2008 and 2007, respectively. The decrease of $2,571, or 19.5%, is due primarily to less costly administrative services required in the current period compared to the year earlier 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 $30,000 of available cash retained from the Net Asset Sale and from $50,000 of cash generated by the sale of additional shares of common stock to Dorman Industries on April 1, 2004. In December 2006, the Company sold through a private placement of unregistered securities 2.4 million shares of Common Stock for a total of $120,000. As reflected in the accompanying balance sheet at March 31, 2008, cash totals $64,892. Based on such balance and management’s forecast of activity levels during the foreseeable future, management believes that the present cash balance will be sufficient to pay its current liabilities and its administrative expenses as such expenses become due. 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
 
"Item 2 - Management's Discussion and Analysis of Results of Operation" and other parts of this Form 10-QSB contain certain "forward-looking statements" within the meaning of the Securities Act of 1934, as amended. While management of the Company believes any forward-looking statements it has made are reasonable, actual results could differ materially since the statements are based on current management expectations and are subject to risks and uncertainties. These risks and uncertainties include, but are not limited to the following:
 
Page 6
 
·  
Uncertainties discussed elsewhere in “Management's Discussion and Analysis of Results of Operations”;
 
·  
The potential inability of the Company to locate potential businesses and to negotiate the closing of identified businesses so as they become businesses of the Company;
 
·  
Unforeseen increases in operating expenses;
 
·  
The inability to attract or retain management, sales and/or engineering talent for any acquired business;
 
·  
The inability to continue financing the administrative expenses of the Company out of available funds and the inability to raise additional funds to cover any shortfall.
 
Item 3.   Controls and Procedures
 
(a)   Evaluation of disclosure controls and procedures.
 
Based on his evaluation as of March 31, 2008, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended) are effective to ensure that the information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the requisite time periods.
 
(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 March 31, 2008 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 8-K
 
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
   
   
May 9, 2008     
/s/ Daniel J. Dorman                                                    
Date
President, CEO and Principal Financial Officer

 
 
Page 7

INDEX TO EXHIBITS


Exhibit Number
Description of Exhibit
   
31.1
Certification of the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
   
31.2
Certification of the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
   
32.0
Certification of President, CEO (Principal Executive Officer) and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 
Page 8
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