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, 2021 and 2020

Direct administrative expenses of the Company totaled $5,411 for the three month period ended September 30, 2021, an increase of $1,599, or 41.9% over the $3,812 of expenses incurred in the comparable 2020 period. The increase is attributable to an increase in administrative fees charged by the Company's service providers in the 2021 period.

Nine Month Periods Ended September 30, 2021 and 2020

Direct administrative expenses of the Company totaled $21,444 for the nine month period ended September 30, 2021, an increase of $1,570 over the $19,874, or 7.9%, of expenses incurred in the comparable 2020 period. The increase is attributable to an increase in administrative fees charged by the Company's service providers in the 2021 period.

Liquidity and Capital Resources

Primary sources of liquidity for the Company following the 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) $335,745 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, 2021, 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 2021. 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 68.94% 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 2020 Form 10-K and in Part II, Item 1A. Risk Factors of Sandston's Quarterly Reports on Form 10-Q for the periods ended March 31, 2021 ("First Quarter 2021 Form 10-Q") and June 30, 2021 ("Second Quarter 2021 Form 10-Q. Except as set forth below, there have been no material changes to the risk factors previously disclosed in the 2020 Form 10-K and in the First or Second Quarter 2021 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 continuing or re-instituted quarantines, shelter-in-place orders or travel restrictions) and the possible further impacts on the global economy.


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

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