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SDON.OB > SEC Filings for SDON.OB > Form 10-Q on 7-Nov-2008All Recent SEC Filings

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Form 10-Q for SANDSTON CORP


7-Nov-2008

Quarterly Report


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, 2008 and 2007

Direct administrative expenses of the Company totaled $4,977 and $4,313 for the three-month periods ended September 30, 2008 and 2007, respectively. The increase of $664, or 15.4%, is due to more administrative services required in the current period compared to the year earlier period.

Nine Month Periods Ended September 30, 2008 and 2007

Direct administrative expenses of the Company totaled $20,664 and $25,380 for the nine-month periods ended September 30, 2008 and 2007, respectively. The decrease of $4,716, or 18.6%, is due to fewer administrative services required in the current period compared to the year earlier period. In 2007, the Company incurred costs for legal, printing and other services for the Company's annual meeting held in 2007; there was no annual meeting in the current 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 September 30, 2008, cash totals $50,909. 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.

Page 6

Uncertainties Relating to Forward Looking Statements

"Item 2 - Management's Discussion and Analysis of Results of Operation" and other parts of this Form 10-Q 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:

· 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.

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