UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 FORM
10-K
 (Mark
One)
 x
              ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE
      ACT OF 1934
 For the
fiscal year ended December 31,
2008    or
  ̈
              TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE
      ACT OF 1934
 For the transition period
from 
to
  Commission File
Number:  0-21142
 SANDSTON
CORPORATION
 (Name of
small business issuer 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, Michigan
                  48304(Address
      of principal executive offices)
                  (Zip
      Code)
 (248)
723-3007
 (Issuer's
telephone number)
  Securities
registered under Section 12(b) of the Exchange Act:  None
 
 Securities
registered under Section 12(g) of the Exchange Act:  Common Stock, no par
value
  Indicate
by check mark if 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   ̈
  Indicate
by check mark whether the issuer (1) filed all reports required to be filed by
section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
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 if disclosure of delinquent filers in response to Item 405 of
Regulation S-K is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.  x
  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 definition 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  ̈
                Smaller
      reporting company x
  Indicate
by check mark whether the registrant is a Shell Company (as defined in Rule
12b-2 of the Exchange Act).   x
Yes      ̈
No
  The aggregate market value
of the voting stock held by non-affiliates as of March 25, 2009, computed by
referenceto the closing price of such stock on such date as quoted on
the OTCBB, was approximately $2,957,000.  For purposes of this
computation only, all executive officers, directors, and beneficial owners of
more than 10% of the outstanding Common Stock, are assumed to be
affiliates.
  The
number of shares outstanding of the issuer's Common Stock on March 25, 2009 was
10,796,981.
 
 DOCUMENTS
INCORPORATED BY REFERENCE: None
  
  FORM
10-K
 TABLE
OF CONTENTS
 
 PagePART
      I.Item
      1.
                    
                    Business
                    
                    2Item
      1A.
                    
                    Risk
      Factors
                    
                    2Item
      1B.
                    
                    Unresolved
      Staff Comments
                    
                    11Item
      2.
                    
                    Properties
                    
                    11Item
      3.
                    
                    Legal
      Proceedings
                    
                    11Item
      4.
                    
                    Submission
      of Matters to a Vote of Security Holders
                    
                    11PART
      II.Item
      5.
                    
                    Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
                    
                    12Item
      6.
                    
                    Selected
      Financial Data
                    
                    13Item
      7.
                    
                    Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                    
                    13Item
      7A.
                    
                    Quantitative
      and Qualitative Disclosures About Market Risk
                    
                    14Item
      8.
                    
                    Financial
      Statements and Supplementary Data
                    
                    15Item
      9.
                    
                    Changes
      in and Disagreements
      with Accountants on Accounting and Financial Disclosures
                    
                    15Item 9A(T).
                    
                    Controls
      and Procedures
                    
                    15Item
      9B.
                    
                    Other
      Information
                    
                    16PART
      III.Item
      10.
                    
                    Directors,
      Executive Officers, Promoters and Corporate Governance
                    
                    16Item
      11.
                    
                    Executive
      Compensation
                    
                    20Item
      12.
                    
                    Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                    
                    22Item
      13.
                    
                    Certain
      Relationships and Related Transactions, and Director
      Independence
                    
                    23Item
      14.
                    
                    Principal
      Accountant Fees and Services
                    
                    23PART
      IV.Item
      15.
                    
                    Exhibits
      and Financial Statement Schedules
                    
                    24Signatures
                    
                    26
  
  PART
I
  FORWARD-LOOKING
STATEMENTS
  This
Annual Report on Form 10-K contains certain forward-looking statements,
including information about or related to our future results, certain
projections and business trends.  We intend for our forward-looking
statements to be covered by the safe harbor provisions for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995,
and are including this statement for purposes of invoking these safe harbor
provisions.
  Assumptions
relating to forward-looking statements involve judgments with respect to, among
other things, future economic, competitive and market conditions and future
business decisions, all of which are difficult or impossible to predict
accurately and many of which are beyond our control. When used in this report,
the words  “believes,” “anticipates,” “estimates,” “expects,”
“intends,” “plans,” “seeks,” “will,” “may,” “should,” “would,” “projects,”
“predicts,” “continues,” and similar expressions or the negative of these terms
constitute forward-looking statements that involve risks and uncertainties are
intended to identify forward-looking statements.
  Although
we believe that our assumptions underlying our forward-looking statements are
reasonable, any or all of the assumptions could prove inaccurate, and we may not
realize the results contemplated by our forward-looking
statements.  Indeed, because our forward-looking statements are not
historical facts, are based largely upon our current expectations and
assumptions and are subject to a number of risks and uncertainties, our actual
results could differ materially from those contemplated by such forward-looking
statements.  Moreover, management decisions are subjective in many
respects and susceptible to interpretations and periodic revisions based upon
actual experience and business developments, the impact of which may cause us to
alter our business strategy or capital expenditure plans that may, in turn,
cause our actual results to differ materially from those contemplated by our
forward-looking statements.
  We cannot
assure you that we will be successful in our efforts to acquire an operating
business or that any such acquisition will result in our future
profitability.  Our failure to successfully acquire an operating
business could have a material adverse effect on the market price of our common
stock and our business, financial condition and results of
operations.
  In light
of the significant uncertainties inherent in the forward-looking information
included in this report, you should not regard the inclusion of such information
as our representation that we will achieve any strategy, objectives or other
plans. The forward-looking statements contained in this report speak only as of
the date of this report, and we have no obligation to update publicly or revise
any of these forward-looking statements, even if new information becomes
available or other events occur.
  1
  Item
      1.
              Business.
 
 Corporate
History
  Prior to
April 1, 2004, Sandston Corporation was named Nematron Corporation (“Nematron”
or the “Company”), which was incorporated in Michigan in October
1983.  In 1986, Nematron became a wholly owned subsidiary of Interface
Systems, Inc. ("Interface").  The former business of Nematron was the
design, manufacture and marketing of factory automation products, including
computer hardware and software products.  On March 31, 2004 Nematron
sold to NC Acquisition Corp. ("NCAC") all of its tangible and intangible assets,
including its real estate, accounts, equipment, intellectual property,
inventory, goodwill and other intangibles, and all subsidiaries except for
$30,000 in cash, (the "Net Asset Sale").  NCAC also assumed all of
Nematron’s liabilities pursuant to the Net Asset Sale.  Following the
Net Asset Sale, Nematron’s only remaining assets were $30,000 in cash; it
retained no liabilities.  Pursuant to the Net Asset Sale, and
effective April 1, 2004 the Company has no subsidiaries.  On April 1,
2004 Nematron amended its Articles of Incorporation to change its name to
Sandston Corporation (the “Company”) and implemented 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.  Also, on April 1, 2004 Nematron 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, who became the Company’s Chairman of the
Board, CEO and President following such stock purchase.  By virtue of
its purchase of common stock, Dorman Industries became the owner of 62.5% of the
outstanding common stock of the Company, and currently is the beneficial owner
of 48.6% of the Company’s outstanding common stock.  Patricia A.
Dorman, Mr. Dorman’s wife, is the beneficial owner of an additional 5.5% of the
Company’s outstanding common stock.
  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 business operations.  See Item 1A. Risk Factors.
  The
Company's principal executive offices are located at 40950 Woodward Avenue,
Suite 304, Bloomfield Hills, Michigan 48304, and its telephone number is (248)
723-3007.
  Description
of Business
  The
business of the Company since April 1, 2004 includes only its consideration of
various investment opportunities and incurring administrative expenses related
to legal, accounting and administrative activities.  The Company has
had no revenue generating activities since April 1, 2004, nor has it had any
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 $24,840 and $30,288 for the years ended December 31, 2008 and
2007, respectively.
  Employees
  The
Company has no employees.
  Item1A.
              Risk
      Factors.
  In
addition to other information in this Annual Report on Form 10-K, the following
risk factors should be carefully considered in evaluating our business because
such factors may have a significant impact on our business, operating results,
liquidity and financial condition. As a result of the risk factors set forth
below, actual results could differ materially from those projected in any
forward-looking statements. Additional risks and uncertainties not presently
known to us, or that we currently consider to be immaterial, may also impact our
business, operating results, liquidity and financial condition. If any of the
following risks occur, our business, operating results, liquidity and financial
condition could be materially adversely affected. In such case, the trading
price of our securities could decline, and you may lose all or part of your
investment.
  2
  RISKS
RELATED TO SANDSTON CORPORATION
  WE
HAVE HAD NO OPERATING HISTORY SINCE APRIL 2004 AND NO REVENUES OR EARNINGS FROM
OPERATIONS SINCE APRIL 2004
  We have
no material assets.  We will, in all likelihood, sustain operating
expenses without corresponding revenues, at least until the consummation of a
business combination. This may result in us incurring a net operating loss that
will increase continuously until we can consummate a business combination with a
profitable business entity.  There is no assurance that we can
continue financing our administrative expenses out of available funds or that we
will be able to raise additional funds to cover any shortfall.  There
is no assurance that we can identify such a business entity and consummate such
an agreement or combination.
  WE
WILL HAVE NO OPERATING HISTORY AND THEREFORE WE WILL BE SUBJECT TO THE RISKS
INHERENT IN ESTABLISHING A NEW BUSINESS
  We have
not identified what our new line of business will be; therefore, we cannot fully
describe the specific risks presented by such business.  It is likely
that we will have had no operating history in the new line of business and it is
possible that the target company may have a limited operating history in its
business.  Accordingly, there can be no assurance that our future
operations will generate operating or net income, and as such our success will
be subject to the risks, expenses, problems and delays inherent in establishing
a new line of business for us.  The ultimate success of such new
business cannot be assured.
  WE
MAY BE UNABLE TO SUCCESSFULLY IDENTIFY AND ACQUIRE A SUITABLE MERGER PARTNER OR
ACQUISITION CANDIDATE
  We are
pursuing a strategy of identifying suitable merger partners and acquisition
candidates that will serve as a platform company.  Although we are not
targeting specific business industries for potential acquisitions, we plan to
seek businesses with operations and free cash flow, experienced management
teams, and operations in markets offering significant growth
opportunities.  In identifying, evaluating and selecting a target
business for a potential acquisition, we expect to encounter intense competition
from other entities having a business objective similar to ours including other
blank check companies, private equity groups, venture capital funds, leveraged
buyout funds, and operating businesses seeking strategic
acquisitions.  Many of these entities are well-established and have
extensive experience identifying and effecting business combinations directly or
through affiliates.  Moreover, many of these competitors possess
greater financial, technical, human and other resources than us which will give
them a competitive advantage in pursuing the acquisition of certain target
businesses.  We may not be able to successfully identify such a
business, obtain financing for such acquisition, or successfully operate any
business that we identify.  We have been working without success since
April 2004 to identify a suitable merger partner and consummate an
acquisition.
  Even if
we identify an appropriate acquisition opportunity, we may be unable to
negotiate favorable terms for that acquisition.  We may be unable to
select, manage or absorb or integrate any future acquisitions
successfully.  Any acquisition, even if effectively integrated, may
not benefit our stockholders.  Any acquisitions that we attempt or
complete may involve a number of unique risks including: (i) executing
successful due diligence; (ii) our exposure to unforeseen liabilities of
acquired companies; and (iii) our ability to integrate and absorb the acquired
company successfully.  We may be unable to address these problems
successfully.  Our failure to consummate a business combination with a
profitable business entity could have a material adverse effect on the market
price of our common stock and our business, financial condition and results of
operations.
  3
  RECENT
TURMOIL ACROSS VARIOUS SECTORS OF THE FINANCIAL MARKETS MAY NEGATIVELY IMPACT
OUR ABILITY TO COMPLETE AN ACQUISITION
  Recently,
the various sectors of the credit markets and the financial services industry
have been experiencing a period of unprecedented turmoil and upheaval
characterized by the disruption in credit markets and availability of credit and
other financing, the failure, bankruptcy, collapse or sale of various financial
institutions and an unprecedented level of intervention from the United States
federal government.  While the ultimate outcome of these events cannot
be predicted, they may have a material adverse effect on our ability to obtain
financing necessary to effectively execute our business strategy and on our
ability to acquire an operating business.
  WE
WILL INCUR SIGNIFICANT COSTS IN CONNECTION WITH OUR EVALUATION OF SUITABLE
MERGER PARTNERS AND ACQUISITION CANDIDATES
  As part
of our plan to acquire or invest in strategically positioned companies, our
management is seeking, analyzing and evaluating potential acquisition and merger
candidates.  We have incurred and will continue to incur significant
costs, such as due diligence and legal and other professional fees and expenses,
as part of these efforts.  Notwithstanding these efforts and
expenditures, we cannot give any assurance that we will identify an appropriate
acquisition opportunity in the near term, or at all.
  SINCE
WE HAVE NOT YET SELECTED A PARTICULAR INDUSTRY OR TARGET BUSINESS TO ACQUIRE,
YOU WILL BE UNABLE TO CURRENTLY ASCERTAIN THE MERITS OR RISKS OF THE INDUSTRY OR
BUSINESS IN WHICH WE MAY ULTIMATELY OPERATE
  Because
we may consummate a merger or acquisition with a company in any industry and are
not limited to any particular type of business there is no current basis for you
to evaluate the possible merits or risks of the particular industry in which we
may ultimately operate or the target business which we may ultimately
acquire.  If we complete a merger or acquisition with an entity in an
industry characterized by a high level of risk, we may be affected by the
currently unascertainable risks of that industry.  Although our
management will endeavor to evaluate the risks inherent in a particular industry
or target business, we cannot assure you that we will properly ascertain or
assess all of the significant risk factors.  Even if we properly
assess those risks, some of them may be outside of our control or ability to
affect.  We also cannot assure you that an investment in our
securities will not ultimately prove to be less favorable to our stockholders
than a direct investment, if an opportunity were available, in a target
business.
  THE
REPORTING REQUIREMENTS UNDER RULES ADOPTED BY THE SECURITIES AND EXCHANGE
COMMISSION RELATING TO SHELL COMPANIES MAY DELAY OR PREVENT US FROM MAKING
CERTAIN ACQUISITIONS
  The
reporting requirements under federal securities law may delay or prevent us from
making certain acquisitions.
  4
  Sections
13 and 15(d) of the Securities Exchange Act of 1934, as amended, require
companies subject thereto to provide certain information about significant
acquisitions, including certified financial statements for the company acquired,
covering one, two, or three years, depending on the relative size of the
acquisition.  The time and additional costs that may be incurred by
some target entities to prepare such statements may significantly delay or
essentially preclude consummation of an otherwise desirable acquisition by
us.  Acquisition prospects that do not have or are unable to obtain
the required audited statements may not be appropriate for acquisition so long
as the reporting requirements of the Exchange Act are applicable.
  In
addition to the audited financial statements, in the filing of the Form 8-K that
we file to report an event that causes us to cease being a shell company, we
will be required to include that information that is normally reported by a
company in a Form 10 or Form 10-K.  The extensive registration-level
information includes a detailed description of a company’s business and
properties, management, executive compensation, related party transactions,
legal proceedings and historical market price information, as well as audited
historical financial statements and management’s discussion and analysis of
results of operations.  The revised Form 8-K rules also require a
shell company to file pro forma financial statements giving effect to the
acquisition not later than four business days after completion of the
acquisition, instead of 75 days as required by non-shell
companies.  The time and additional costs that may be incurred by some
target entities to prepare and disclose such information may significantly delay
or essentially preclude consummation of an otherwise desirable acquisition by
us.  The time and additional costs that may be incurred by some
acquisition prospects to prepare such detailed disclosures and obtain audited
financial statements may significantly delay or essentially preclude
consummation of an otherwise desirable acquisition by us, or deter potential
targets from negotiating with us.
  OUR
ABILITY TO BE SUCCESSFUL AFTER AN ACQUISITION MAY BE DEPENDENT UPON THE
CONTINUED EFFORTS OF OUR MANAGEMENT TEAM AND KEY PERSONNEL WHO MAY JOIN US
FOLLOWING SUCH ACQUISITION
  The role
of our management team and key personnel from the target business we acquire
cannot presently be ascertained. While we intend to closely scrutinize any
individuals we engage after a redeployment of our assets, we cannot assure you
that our assessment of these individuals will prove to be
correct.  These individuals may be unfamiliar with the requirements of
operating a public company which could cause us to have to expend time and
resources helping them become familiar with such requirements.  This
could be expensive and time-consuming and could lead to various regulatory
issues which may adversely affect our operations.
  AS
A RESULT OF AN ACQUISITION WE MAY BE REQUIRED TO SUBSEQUENTLY TAKE WRITE-DOWNS
OR WRITE-OFFS, RESTRUCTURING, AND IMPAIRMENT OR OTHER CHARGES THAT COULD HAVE A
SIGNIFICANT NEGATIVE EFFECT ON OUR FINANCIAL CONDITION, RESULTS OF OPERATIONS
AND OUR STOCK PRICE, WHICH COULD CAUSE YOU TO LOSE SOME OR ALL OF YOUR
INVESTMENT
  We must
conduct a due diligence investigation of the target businesses we intend to
acquire. Intensive due diligence is time consuming and expensive due to the
operations, accounting, finance and legal professionals who must be involved in
the due diligence process.  Even if we conduct extensive due diligence
on a target business with which we combine, we cannot assure you that this
diligence will reveal all material issues that may affect a particular target
business, or that factors outside the control of the target business and outside
of our control will not later arise.  If our diligence fails to
identify issues specific to a target business, industry or the environment in
which the target business operates, we may be forced to later write-down or
write-off assets, restructure our operations, or incur impairment or other
charges that could result in our reporting losses.  Even though these
charges may be non-cash items and not have an immediate impact on our liquidity,
the fact that we report charges of this nature could contribute to negative
market perceptions about us or our common stock.  In addition, charges
of this nature may cause us to violate net worth or other covenants to which we
may be subject as a result of assuming pre-existing debt held by a target
business or by virtue of our obtaining post-combination debt
financing.
  5
  WE
MAY BE UNABLE TO REALIZE THE BENEFITS OF OUR NET OPERATING LOSS (“NOL”) AND TAX
CREDIT CARRYFORWARDS
  NOLs may
be carried forward to offset federal and state taxable income in future years
and eliminate income taxes otherwise payable on such taxable income, subject to
certain adjustments. Based on current federal corporate income tax rates, our
NOL and other carryforwards could provide a benefit to us, if fully utilized, of
significant future tax savings.  However, our ability to use these tax
benefits in future years will depend upon the amount of our otherwise taxable
income.  If we do not have sufficient taxable income in future years
to use the tax benefits before they expire, we will lose the benefit of these
NOL carryforwards permanently.  Consequently, our ability to use the
tax benefits associated with our substantial NOL will depend significantly on
our success in identifying suitable merger partners and/or acquisition
candidates, and once identified, successfully consummate a merger with and/or
acquisition of these candidates.
  Additionally,
if we underwent an ownership change, the NOL carryforward limitations would
impose an annual limit on the amount of the taxable income that may be offset by
our NOL generated prior to the ownership change.  If an ownership
change were to occur, we may be unable to use a significant portion of our NOL
to offset taxable income. In general, an ownership change occurs when, as of any
testing date, the aggregate of the increase in percentage points of the total
amount of a corporation’s stock owned by “5-percent stockholders” within the
meaning of the NOL carryforward limitations whose percentage ownership of the
stock has increased as of such date over the lowest percentage of the stock
owned by each such “5-percent stockholder” at any time during the three-year
period preceding such date is more than 50 percentage points.  In
general, persons who own 5% or more of a corporation’s stock are “5-percent
stockholders,” and all other persons who own less than 5% of a corporation’s
stock are treated together as a public group.
  The
amount of NOL and tax credit carryforwards that we have claimed has not been
audited or otherwise validated by the U.S. Internal Revenue Service (the
“IRS”).  The IRS could challenge our calculation of the amount of our
NOL or our determinations as to when a prior change in ownership occurred and
other provisions of the Internal Revenue Code may limit our ability to carry
forward our NOL to offset taxable income in future years. If the IRS was
successful with respect to any such challenge, the potential tax benefit of the
NOL carryforwards to us could be substantially reduced.
  IF
WE EFFECT AN ACQUISITION OR MERGER WITH A COMPANY LOCATED OUTSIDE OF THE UNITED
STATES, WE WOULD BE SUBJECT TO A VARIETY OF ADDITIONAL RISKS THAT MAY NEGATIVELY
IMPACT OUR OPERATIONS
  We may
effect an acquisition or merger with a company located outside of the United
States. If we did, we would be subject to any special considerations or risks
associated with companies operating in the target business’ home jurisdiction,
including any of the following:
  •
              rules
      and regulations or currency conversion or corporate withholding taxes on
      individuals;
  6
  •
              tariffs
      and trade barriers;
  •
              regulations
      related to customs and import/export
matters;
  •
              longer
      payment cycles;
  •
                tax
      issues, such as tax law changes and variations in tax laws as compared to
      the United States;
  •
              currency
      fluctuations and exchange controls;
  •
              challenges
      in collecting accounts receivable;
  •
              cultural
      and language differences;
  •
              employment
      regulations;
  •
              crime,
      strikes, riots, civil disturbances, terrorist attacks and wars;
      and
  •
              deterioration
      of political relations with the United
States.
  We cannot
assure you that we would be able to adequately address these additional risks.
If we were unable to do so, our operations might suffer.
  IF
WE EFFECT AN ACQUISITION OR MERGER WITH A COMPANY LOCATED OUTSIDE OF THE UNITED
STATES, THE LAWS APPLICABLE TO SUCH COMPANY WILL LIKELY GOVERN ALL OF OUR
MATERIAL AGREEMENTS AND WE MAY NOT BE ABLE TO ENFORCE OUR LEGAL
RIGHTS
  If we
effect an acquisition or merger with a company located outside of the United
States, the laws of the country in which such company operates will govern
almost all of the material agreements relating to its operations.  We
cannot assure you that the target business will be able to enforce any of its
material agreements or that remedies will be available in this new jurisdiction.
The system of laws and the enforcement of existing laws in such jurisdiction may
not be as certain in implementation and interpretation as in the United
States.  The inability to enforce or obtain a remedy under any of our
future agreements could result in a significant loss of business, business
opportunities or capital.  Additionally, if we acquire a company
located outside of the United States, it is likely that substantially all of our
assets would be located outside of the United States and some of our officers
and directors might reside outside of the United States.  As a result,
it may not be possible for investors in the United States to enforce their legal
rights, to effect service of process upon our directors or officers or to
enforce judgments of United States courts predicated upon civil liabilities and
criminal penalties of our directors and officers under Federal securities
laws.
  COMPLIANCE
WITH THE SARBANES-OXLEY ACT OF 2002 WILL REQUIRE SUBSTANTIAL FINANCIAL AND
MANAGEMENT RESOURCES AND MAY INCREASE THE TIME AND COSTS OF COMPLETING AN
ACQUISITION
  Section
404 of the Sarbanes-Oxley Act of 2002 requires that we evaluate and report on
our system of internal controls and requires that we have such system of
internal controls audited.  If we fail to maintain the adequacy of our
internal controls, we could be subject to regulatory scrutiny, civil or criminal
penalties and/or stockholder litigation.  Any inability to provide
reliable financial reports could harm our business.  Section 404 of
the Sarbanes-Oxley Act also requires that our independent registered public
accounting firm report on management’s evaluation of our system of internal
controls.  An acquisition target may not be in compliance with the
provisions of the Sarbanes-Oxley Act regarding adequacy of their internal
controls.  The development of the internal controls of any such entity
to achieve compliance with the Sarbanes-Oxley Act may increase the time and
costs necessary to complete any such acquisition.  Furthermore, any
failure to implement required new or improved controls, or difficulties
encountered in the implementation of adequate controls over our financial
processes and reporting in the future, could harm our operating results or cause
us to fail to meet our reporting obligations.  Inferior internal
controls could also cause investors to lose confidence in our reported financial
information, which could have a negative effect on the trading price of our
stock.
  7
  AN
ACQUISITION COULD CREATE A SITUATION WHERE WE WOULD BE REQUIRED TO REGISTER
UNDER THE INVESTMENT COMPANY ACT OF 1940 AND THUS BE REQUIRED TO INCUR
SUBSTANTIAL ADDITIONAL COSTS AND EXPENSES
  Although
we will be subject to regulation under the Securities Exchange Act of 1934,
management believes the Company will not be subject to regulation under the
Investment Company Act of 1940, insofar as we will not be engaged in the
business of investing or trading in securities.  In the event we
engage in a business combination that results in us holding passive investment
interests in a number of entities, we could be subject to regulation under the
Investment Company Act of 1940.  In such event, we would be required
to register as an investment company and could be expected to incur significant
registration and compliance costs.  We have obtained no formal
determination from the Securities and Exchange Commission as to the status of
our Company under the Investment Company Act of 1940 and, consequently, any
violation of such Act would subject us to material adverse
consequences.
  A
MERGER OR ACQUISITION WOULD MOST LIKELY BE EXCLUSIVE, RESULTING IN A LACK OF
DIVERSIFICATION
  Management
anticipates that it may be able to participate in only one potential business
venture because a business partner might require exclusivity.  This
lack of diversification should be considered a substantial risk to our
shareholders because it will not permit us to offset potential losses from one
venture against gains from another.
  RISKS
RELATED TO OUR COMMON STOCK
  OUR
COMMON STOCK IS QUOTED ONLY ON THE OTC BULLETIN BOARD AND THERE MAY NOT BE A
SUSTAINED TRADING MARKET FOR OUR COMMON STOCK
  Our
shares are listed on the OTC Bulletin Board (the “OTCBB”) under the symbol
SDON.
  The OTCBB
is a market maker or dealer-driven system offering quotation and trading
reporting capabilities - a regulated quotation service - that displays real-time
quotes, last-sale prices, and volume information in OTC equity
securities.  The OTCBB securities are not listed and traded on the
floor of an organized national or regional stock exchange.  Instead,
OTCBB securities transactions are conducted through a telephone and computer
network connecting market makers or dealers in stocks.
  Given the
nature of the OTCBB, stockholders may find it difficult to dispose of, or to
obtain accurate quotations as to the price of, our common stock, the liquidity
of our stock may be reduced, making it difficult for a stockholder to buy or
sell our stock at competitive market prices or at
all.   Accordingly, you should be able to bear the financial risk
of losing your entire investment.
  8
  OUR
COMMON STOCK MAY BE SUBJECT TO SIGNIFICANT RESTRICTION ON RESALE DUE TO FEDERAL
PENNY STOCK RESTRICTIONS
  The
Securities and Exchange Commission has adopted rules that regulate broker or
dealer practices in connection with transactions in penny stocks. Penny stocks
generally are equity securities with a price of less than $5.00 (other than
securities registered on certain national securities exchanges or quoted on the
Nasdaq system, provided that current price and volume information with respect
to transactions in such securities is provided by the exchange
system).  The penny stock rules require a broker or dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document prepared by the Securities and Exchange
Commission that provides information about penny stocks and the nature and level
of risks in the penny stock market.  The broker or dealer also must
provide the customer with bid and offer quotations for the penny stock, the
compensation of the broker or dealer, and its salesperson in the transaction,
and monthly account statements showing the market value of each penny stock held
in the customer’s account.  The penny stock rules also require that
prior to a transaction in a penny stock not otherwise exempt from such rules,
the broker or dealer must make a special written determination that a penny
stock is a suitable investment for the purchaser and receive the purchaser’s
written agreement to the transaction.
  These
disclosure requirements may have the effect of reducing the level of trading
activity in any secondary market for our stock that becomes subject to the penny
stock rules, and accordingly, shareholders of our common stock may find it
difficult to sell their securities, if at all.
  WE
ARE VULNERABLE TO VOLATILE MARKET CONDITIONS
  The
market prices of our common stock have been highly volatile.  The
market has from time to time experienced significant price and volume
fluctuations that are unrelated to the operating performance of particular
companies.  Please see the table contained in Item 5 of this Report
which sets forth the range of high and low closing prices of our common stock
for the calendar quarters indicated.
  WE
DO NOT EXPECT TO PAY DIVIDENDS ON OUR COMMON STOCK IN THE FORESEEABLE
FUTURE
  Although
our stockholders may receive dividends if, as and when declared by our Board of
Directors, we do not intend to pay dividends on our common stock in the
foreseeable future.  Therefore, you should not purchase our common
stock if you need immediate or future income by way of dividends from your
investment.
  OUR
AMENDED AND RESTATED ARTICLES OF INCORPORATION AUTHORIZE THE ISSUANCE OF SHARES
OF PREFERRED STOCK
  Our
Amended and Restated Articles of Incorporation provides that our Board of
Directors will be authorized to issue from time to time, without further
stockholder approval, up to 30,000,000 shares of preferred stock in one or more
series and to fix or alter the designations, preferences, rights and any
qualifications, limitations or restrictions of the shares of each series,
including the dividend rights, dividend rates, conversion rights, voting rights,
terms of redemption, including sinking fund provisions, redemption price or
prices, liquidation preferences and the number of shares constituting any series
or designations of any series.  Such shares of preferred stock could
have preferences over our common stock with respect to dividends and liquidation
rights.  We may issue additional preferred stock in ways which may
delay, defer or prevent a change in control of the Company without further
action by our stockholders.  Such shares of preferred stock may be
issued with voting rights that may adversely affect the voting power of the
holders of our common stock by increasing the number of outstanding shares
having voting rights, and by the creation of class or series voting
rights.
  9
  WE
MAY ISSUE A SUBSTANTIAL AMOUNT OF OUR COMMON STOCK IN THE FUTURE, WHICH COULD
CAUSE DILUTION TO CURRENT INVESTORS AND OTHERWISE ADVERSELY AFFECT OUR STOCK
PRICE
  A key
element of our growth strategy is to make acquisitions.  As part of
our acquisition strategy, we may issue additional shares of common stock as
consideration for such acquisitions. These issuances could be
significant.  To the extent that we make acquisitions and issue our
shares of common stock as consideration, your equity interest in us will be
diluted.  Any such issuance will also increase the number of
outstanding shares of common stock that will be eligible for sale in the
future.  Persons receiving shares of our common stock in connection
with these acquisitions may be more likely to sell off their common stock, which
may influence the price of our common stock.  In addition, the
potential issuance of additional shares in connection with anticipated
acquisitions could lessen demand for our common stock and result in a lower
price than might otherwise be obtained.  We may issue common stock in
the future for other purposes as well, including in connection with financings,
for compensation purposes, in connection with strategic transactions or for
other purposes.
  ACCOUNTING
IN THE EVENT OF A BUSINESS COMBINATION
  In July
2001, the Financial Accounting Standards Board (“FASB”) issued Statement of
Financial Accounting Standards “SFAS” No. 141, “Business Combinations” and SFAS
No. 142, “Goodwill and Other Intangible Assets.”  SFAS No. 141
requires business combinations initiated after June 30, 2001 to be accounted for
using the purchase method of accounting, and broadens the criteria for recording
intangible assets separate from goodwill.  Recorded goodwill and
intangibles will be evaluated against these new criteria and may result in
certain intangibles being subsumed into goodwill, or alternatively, amounts
initially recorded as goodwill may be separately identified and recognized apart
from goodwill.  The FASB issued SFAS No. 141R (revised 2007),
“Business Combinations” (SFAS 141R) in December 2007.  SFAS 141R still
requires business combinations to be accounted for under the purchase
method.  SFAS No. 141R establishes principles for how an aquirer
recognizes and measures identifiable assets acquired, liabilities assumed, any
noncontrolling interest in the acquirer and the goodwill
acquired.  SFAS 141R is effective for business combinations starting
with our fiscal year beginning January 1, 2009.  SFAS No. 142 requires
the use of a non-amortization approach to account for purchased goodwill and
certain intangibles. Goodwill is the excess of the acquisition costs of the
acquired entity over the fair value of the identifiable net assets
acquired.  The Company is required to test goodwill and intangible
assets that are determined to have an indefinite life for impairments at least
annually.  The provisions of SFAS No. 142 require the completion of an
annual impairment test with any impairment recognized in current
earnings.  The provisions of SFAS No. 141R and SFAS No. 142 will be
applicable to any business combination that we may enter into in the
future.
  We have
also been informed that most business combinations will be accounted for as a
reverse acquisition with us being the surviving registrant.  As a
result of any business combination, if the acquired entity’s shareholders will
exercise control over us, the transaction will be deemed to be a capital
transaction where we are treated as a non-business entity.  Therefore,
the accounting for the business combination is identical to that resulting from
a reverse merger, except no goodwill or other intangible assets will be
recorded.  For accounting purposes, the acquired entity will be
treated as the accounting acquirer and, accordingly, will be presented as the
continuing entity.
  10
  IF
WE DO ANY BUSINESS COMBINATION, EACH SHAREHOLDER WILL MOST LIKELY HOLD A
SUBSTANTIALLY LESSER PERCENTAGE OWNERSHIP IN THE COMPANY
  If we
enter a business combination with a private concern, that, in all likelihood,
would result in the Company issuing securities to shareholders of any such
private company.  The issuance of our previously authorized and
unissued Common Stock would result in reduction in percentage of shares owned by
our present and prospective shareholders and may result in a change in our
control or in our management.
  OUR
CHIEF EXECUTIVE OFFICER IS OUR PRINCIPAL SHAREHOLDER AND WILL BE ABLE TO APPROVE
ALL CORPORATE ACTIONS WITHOUT SHAREHOLDER CONSENT AND WILL CONTROL OUR
COMPANY
  Our
principal shareholder, Daniel J. Dorman, owns or controls 48.61% of our common
stock.  His wife owns 5.56% of our common
stock.  Consequently, they will have significant influence over all
matters requiring approval by our shareholders, but not requiring the approval
of the minority shareholders.  In addition, he is now an officer and
director.  Because he and his wife own or control a majority of our
common stock, they will be able to elect all of the members of our board of
directors, allowing them to exercise significant control of our affairs and
management.  In addition, they may transact most corporate matters
requiring shareholder approval by written consent, without a duly-noticed and
duly-held meeting of shareholders.
  Item
      1B.
              Unresolved
      Staff Comments.
  None.
  Item
      2.
              Properties.
  The
Company does not own or lease any property.  The Company's
headquarters are located in space provided by Dorman
Industries.  Dorman Industries leases its offices from a third
party.  The Company uses the office equipment and furniture of Dorman
Industries to conduct its business.  Dorman Industries has not charged
the Company for the use of its property and equipment.
  Item
      3.
              Legal
      Proceedings.
  None.
 
 Item
      4.
              Submission
      of Matters to a Vote of Security
Holders.
  None.
  11
  PART
II
 
 Item
      5.
              Market
      for Common Equity, Related Stockholder Matters and Issuer Purchases of
      Equity Securities.
  The
Company’s Common Stock has been listed on the OTC Bulletin Board (the “OTCBB”)
under the symbol SDON since April 1, 2004.  The following table sets
forth the high and low bid prices as reported on the OTCBB for all periods
presented.  The quotations reflect inter-dealer prices, without retail
markup, markdown or commissions and may not represent actual
transactions.
 
 2008
                        
                        High
                        
                        
                        LowFirst
      Quarter
                        
                        $
                        0.68
                        
                        
                        $
                        0.09Second
      Quarter
                        
                        
                        0.18
                        
                        
                        
                        0.08Third
      Quarter
                        
                        
                        0.09
                        
                        
                        
                        0.07Fourth
      Quarter
                        
                        
                        0.10
                        
                        
                        
                        0.032007
                        
                        High
                        
                        
                        LowFirst
      Quarter
                        
                        $
                        0.15
                        
                        
                        $
                        0.10Second
      Quarter
                        
                        
                        0.20
                        
                        
                        
                        0.10Third
      Quarter
                        
                        
                        0.25
                        
                        
                        
                        0.10Fourth
      Quarter
                        
                        
                        0.23
                        
                        
                        
                        0.10
  There are
approximately 200 holders of record of the Company's Common Stock as of
March 6, 2009.
  Dividend
Policy
  The
Company has never paid cash dividends and does not expect to pay cash dividends
in the foreseeable future.
  Recent
Sales of Unregistered Securities; Uses of Proceeds from Registered
Securities
  On
December 21, 2006, the Company entered into subscription agreements with a
number of accredited investors pursuant to which the Company sold 2,400,000
shares of its Common Stock (the “New Shares”), for a price of $0.05 per share in
a private placement, at a total offering price for the New Shares issued of
$120,000 in cash, with no underwriting discounts or commissions
payable.  The New Shares were sold in reliance on exemptions from
registration under Section 4(2) of the Securities Act of 1933, as amended, and
Rule 506 of Regulation D promulgated thereunder, based on the following: there
was no general solicitation; all investors are “accredited investors” (within
the meaning of Regulation D) who are sophisticated about business and financial
matters; and all the New Shares issued are subject to restriction on
transfer.
  The
Company intends to use the proceeds from the unregistered securities for general
corporate purposes and to sustain its current level of operations until such
time as it identifies target companies or business operations, as described in
Item 1 of this Form 10-K.  At such time, and if a target company or
business operations are identified, the Company will use all or a portion of the
remaining proceeds for costs and expenses to be incurred in the due diligence
process and for other acquisition activities relating to the target company or
business operations.
  12
  Purchases
of Equity Securities by the Issuer
 
 ISSUER
PURCHASES OF EQUITY SECURITIES
 
 Period
                    
                    Total
                      Number
                      of Shares
                      Purchased
                    
                    Average Price
                      Paid per
                      Share
                    
                    Total Number of
                      Shares Purchased
                      as Part of Publicly
                      Announced
                      Plans or Programs
                    
                    
                    Maximum Number of
                      Shares
                      that May Yet Be
                      Purchased Under
                      the Plans or ProgramsMonth
      Ended October 31, 2008
                    
                    
                    -0-
                    
                    Not
      applicable
                    
                    
                    -0-
                    
                    
                    
                    -0-Month
      Ended November 30, 2008
                    
                    
                    -0-
                    
                    Not
      applicable
                    
                    
                    -0-
                    
                    
                    
                    -0-Month
      Ended December 31, 2008
                    
                    
                    -0-
                    
                    Not
      applicable
                    
                    
                    -0-
                    
                    
                    
                    -0-Total
                    
                    
                    -0-
                    
                    Not
      applicable
                    
                    
                    -0-
                    
                    
                    
                    -0-
 
 Equity
Compensation Plan Information
  As of
December 31, 2008, the number of stock options and restricted common stock
outstanding under our equity compensation plans, the weighted average exercise
price of outstanding options and restricted common stock and the number of
securities remaining available for issuance were as follows:
 
 Plan
      Category
                            
                            Number of Securities
                              to be Issued Upon
                              Exercise of
                              Outstanding Options,
                              Restricted Common
                              Stock,
                              Warrants and Rights
                              (a)
                            
                            Weighted-Average
                              Exercise Price of
                              Outstanding Options,
                              Restricted Common
                              Stock,
                              Warrants and Rights
                              (b)
                            
                            Number of Securities
                              Remaining Available
                              for Future Issuance
                              Under Equity
                              Compensation Plans
                              (Excluding Securities
                              Reflected in Column
                              (a))
                              (c)Equity
      compensation plans approved by security holders
                            
                            
                            -0-
                            
                            Not
      applicable
                            
                            
                            464,000Equity
      compensation plans not approved by security holders
                            
                            
                            -0-
                            
                            Not
      applicable
                            
                            
                            -0-Total
                            
                            
                            -0-
                            
                            Not
      applicable
                            
                            
                            464,000
  Item
      6.
              Selected
      Financial Data.
  Not applicable because the Company is a
smaller reporting company.
  Item
      7.
              Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations.
  Overview
  Following
the Net Asset Sale on March 31, 2004, the Company became a public shell with no
revenue generating activities.  The Company intends to build long-term
shareholder value by acquiring and/or investing in and operating strategically
positioned entities and business operations.  The Company expects to
target entities and business operations in multiple industry
groups.  The Company has yet to acquire, or enter into an agreement to
acquire, any entity or business operations.
  13
  Results
of Operations
  Year
Ended December 31, 2008 Compared to Year Ended December 31, 2007
  The
business of the Company in 2008 includes only its consideration of various
investment opportunities and incurring administrative expenses related to legal,
accounting and administrative activities.  The Company had no revenue
generating activities in 2008.  The Company has had no employees since
April 1, 2004.  The administrative activities of the Company since
April 1, 2004 have been performed by the Chairman, who also serves as the CEO,
President and Principal Financial Officer.  Direct administrative
expenses of the Company for the year ended December 31, 2008 totaled $24,840, a
decrease of $5,448, or 18.0%, compared to $30,288 incurred for the year ended
December 31, 2007.  The decrease is due primarily to the absence of
professional service firms’ fees related to preparation for the annual meeting
in 2007; no annual meeting was held in 2008.
  Year
Ended December 31, 2007 Compared to Year Ended December 31, 2006
  The
business of the Company in 2007 includes only its consideration of various
investment opportunities and incurring administrative expenses related to legal,
accounting and administrative activities.  The Company had no revenue
generating activities in 2007.  The Company has had no employees since
April 1, 2004.  Direct administrative expenses of the Company for the
year ended December 31, 2007 totaled $30,288, an increase of $16,285, or 116.3%,
compared to $14,003 incurred for the year ended December 31,
2006.  The increase is due primarily to the absence of a reversal of
estimated expenses accrued at the end of 2005 and corrected in 2006 which
reduced expenses in 2006 by $7,100, and by the increase in professional services
related to preparation for the annual meeting in 2007; no annual meeting was
held in 2006.
  Liquidity
and Capital Resources
  Primary
sources of liquidity since the Company became a “public shell” 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 December 31, 2008, cash totals
$45,073.  Based on such balance and management’s forecast of activity
levels during the period that it may remain a “pubic shell” corporation,
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.
  Item
      7A.
              Quantitative
      and Qualitative Disclosures About Market
Risk.
  Not  applicable because the
Company is a smaller reporting company.
  14
  Item
      8.
              Financial
      Statements and Supplementary Data.
  The
financial statements filed herewith are set forth in the Index to Consolidated
Financial Statements (on page F-1) of the separate financial section which
follows this report, and are incorporated herein by reference.
  Item
      9.
              Changes
      In and Disagreements with Accountants on Accounting and Financial
      Disclosures.
  None.
 
 Item
      9A(T).
              Controls
      and Procedures.
 
 Evaluation
of disclosure controls and procedures
 
 The
Company has adopted and maintains disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) that are designed to provide
reasonable assurance that the information required to be disclosed in the
reports it files with the Securities and Exchange Commission is collected and
then processed, summarized and disclosed within the time periods specified in
the rules of the Securities and Exchange Commission.  Under the
supervision and with the participation of the Company’s management, including
the Company’s Chief Executive Officer and Chief Financial Officer, the Company
has evaluated the effectiveness of the design and operation of its disclosure
controls and procedures as of the end of the period covered by this
report.  Based on such evaluation, the Company’s Chief Executive
Officer and Chief Financial Officer have concluded that the Company’s disclosure
controls and procedures were effective as of the end of our fiscal year ended
December 31, 2008.
 
 Management’s
Report on Internal Control over Financial Reporting.
 
 Management’s Annual Report
on Internal Control over Financial Reporting
 
 Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Exchange Act
Rules 13a-15(f) and 15d-15(f).  Our internal control over
financial reporting was designed to provide reasonable assurance to the
Company's management and board of directors regarding the preparation and fair
presentation of published consolidated financial statements.  Internal
control over financial reporting is promulgated under the Exchange Act as a
process designed by, or under the supervision of, the Company's principal
executive officer and principal financial officer and effected by the Company's
board of directors, management and other personnel, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally
accepted accounting principles. Internal control over financial reporting, no
matter how well designed, has inherent limitations and may not prevent or detect
misstatements.  Therefore, even effective internal control over
financial reporting can only provide reasonable assurance with respect to the
financial statement preparation and presentation.
  Our
management has conducted, with the participation of our CEO and CFO, an
assessment, including testing of the effectiveness, of our internal control over
financial reporting as of December 31, 2008. Management’s assessment of internal
control over financial reporting was conducted using the criteria in Internal
Control over Financial Reporting - Guidance for Smaller Public Companies issued
by the Committee of Sponsoring Organizations of the Treadway
Commission.
  15
  A
material weakness is a deficiency, or combination of deficiencies, in internal
control over financial reporting, such that there is a reasonable possibility
that a material misstatement of the Company’s annual or interim financial
statements will not be prevented or detected on a timely basis.  In
connection with management’s assessment of our internal control over financial
reporting, management concluded there was no material weakness in our internal
controls over financial reporting, and, accordingly, our controls are effective
based on the above said criteria and guidance.
  This
Annual report does not include an attestation report of the company’s registered
public accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by the
company’s registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit the Company to provide only
management’s report in this annual report.
 
 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) that occurred during the fourth quarter ended December 31,
2008 that have materially affected, or are reasonably likely to materially
affect, the Company’s internal control over financial reporting.
  Item
      9B.
              Other
      Information.
  None.
  PART
III
 
 Item
      10.
              Directors,
      Executive Officers, Promoters and Corporate
  Governance.
  Directors
of the Company
  Certain
information relating to the persons who are the directors of the Company is set
forth below.
  16
 
 Name
                                  
                                  Age
                                  
                                  Principal Occupation
                                  
                                  Director
      Since
                                  
                                  Term
      ExpiresDaniel
      J. Dorman
                                  
                                  46
                                  
                                  President
      of Dorman Industries, LLC, a company that beneficially owns 48.6% of the
      outstanding Common Stock of the Company (1)
                                  
                                  2004
                                  
                                  2010Lawrence
      J. De Fiore
                                  
                                  48
                                  
                                  CPA
      and shareholder and officer of DeFiore Spalding, P.C., a public accounting
      firm
                                  
                                  2004
                                  
                                  2009Richard
      A. Walawender
                                  
                                  48
                                  
                                  Senior
      Principal at the law firm Miller, Canfield, Paddock and Stone,
      PLC.
                                  
                                  2006
                                  
                                  2008
      (2)
  (1)
                This
      percentage does not include 5.5% of the Company’s outstanding Common Stock
      owned beneficially by Patricia A. Dorman, his wife.(2)
                Mr.
      Walawender will serve until his resignation or removal or until his
      successor is elected.
  Daniel J.
Dorman was appointed to the Board of Directors in April 2004 upon the purchase
by Dorman Industries, LLC of 62.5% of the outstanding common stock of the
Company.  Mr. Dorman is the founder of Dorman Industries, LLC, which
he founded in 2004 to hold interests in several operating companies, and he has
served as its President since its inception.  Mr. Dorman has been the
president of D.J. Dorman & Co., Inc. and its predecessor since
1989.   D.J. Dorman & Co., Inc. originates, structures,
acquires and manages investments in private equity and buy-out opportunities on
behalf of several entities.  Mr. Dorman is also a director of several
other private entities.
  Lawrence
J. De Fiore was appointed to the Board of Directors in April 2004 upon the
purchase by Dorman Industries, LLC of 62.5% of the outstanding Common Stock of
the Company.  Mr. De Fiore has been a CPA for over 20 years and is
currently a shareholder and officer of the CPA firm of De Fiore Spalding,
P.C.  In addition, Mr. De Fiore is a managing member of Spalding
Capital, LLC, a merchant banking firm, and serves on the boards of certain
private equity funds and growth oriented operating enterprises.  Mr.
De Fiore has been active in over seventy-five transactions involving
acquisitions and private investment as a principal and as a senior advisor to
various Midwest based institutions and private families. Mr. De Fiore has
extensive investment experience in financial due diligence, business valuation,
ongoing portfolio management and strategic alliances.  Mr. De Fiore
graduated with honors from the Business School at Michigan State University and
is licensed as a CPA in the State of Michigan.
  Richard
A. Walawender has been a director since December 2006.  Mr. Walawender
is a Senior Principal at the law firm Miller, Canfield, Paddock and Stone, PLC,
and has been a lawyer at the firm for over 20 years.  He is a former
Managing Director of the firm and currently heads the firm’s Corporate &
Securities Group.  Mr. Walawender has extensive experience in
corporate, securities and financing matters, including international
ventures.  He graduated with highest distinction with a B.A. from the
University of Michigan and with a J.D. from the University of Michigan Law
School.  Mr. Walawender is licensed to practice law in the state of
Michigan.  He and the firm of Miller, Canfield, Paddock and Stone, PLC
provide legal services to the Company.
  The
Company has one executive officer that serves in his positions at the pleasure
of the Board of Directors.  Mr. Daniel J. Dorman is the President,
Chief Executive Officer and Principal Financial Officer.
  17
  Compliance
with Section 16(a) of the Securities Exchange Act of 1934
  Section
16(a) of the Securities Act of 1934, as amended, requires all Company executive
officers and directors and persons who own more than ten percent of a registered
class of the Company's equity securities to file reports of their ownership with
the Securities and Exchange Commission.  Executive officers, directors
and greater than ten percent shareholders are required by SEC regulation to
furnish the Company with copies of all Section 16(a) reports they
file.  Specific due dates for these reports have been established and
the Company is required to report any delinquent filings and failures to file
such reports.
  Based
solely on its review of the copies of such reports received by it and written
representations of its executive officers and incumbent directors, the Company
believes that during the year ended December 31, 2008, all filing requirements
under Section 16(a) applicable to its executive officers, directors and greater
than ten percent beneficial owners were complied with.
  Audit
Committee
  Because
the Company does not currently have any material business operations, the
Company does not have a separate audit committee, and it does not have an audit
committee financial expert.  Instead, the entire Board of Directors
functions as the audit committee, and it engaged the independent
auditors.  At such time as when the Company acquires a business or
develops material business operations, it will form an audit committee and
appoint an independent audit committee financial expert.
  Code
of Ethics
  The
Company has adopted a code of ethics that applies to its principal executive
officer, principal financial officer and principal accounting officer or
controller, or person's performing similar functions.  A copy of such
code of ethics has been filed with the SEC as Exhibit 14.01 to this annual
report on Form 10-K.
  Procedures
for Shareholder Nominations and Proposals
  A
shareholder may nominate persons for election to our board of directors or make
a proposal of business to be considered by our shareholders at our annual
meeting of shareholders provided the shareholder gives timely notice of such
nomination or proposal to the Secretary of the Corporation in accordance with
our bylaws.
  To be
timely, a shareholder’s notice shall be delivered to our Secretary at our
principal executive offices not less than 60 days nor more than 90 days prior to
the first anniversary of the preceding year’s annual meeting; provided, however,
that in the event the date of the annual meeting is advanced by more than 30
days or delayed by more than 60 days from such anniversary date, notice by the
shareholder to be timely must be so delivered not earlier than the 90th day
prior to such annual meeting and not later than the close of business on the
later of the 60th day
prior to such annual meeting or the 10th day
following the day on which public announcement of the date of such meeting is
first made.  Such shareholder’s notice must set forth (i) as to
each person whom the shareholder proposes to nominate for election or reelection
as a director, all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (including such person’s written consent to being named
in the proxy statement as a nominee and to serving as a director if elected);
(ii) as to any other business that the shareholder proposes to bring before
the meeting, a brief description of the business desired to be brought before
the meeting, the reasons for conducting such business at the meeting and any
material interest in such business of such shareholder and the beneficial owner,
if any, on whose behalf the nomination or proposal is made; (iii) as to the
shareholder giving the notice and the beneficial owner, if any, on whose behalf
the nomination or proposal is made (A) the name and address of such
shareholder, as they appear on our books, and of such beneficial owner and
(B) the class and number of shares of the corporation which are owned
beneficially and of record by such shareholder and such beneficial
owner.
  18
  In the
event that the number of directors to be elected to our Board of Directors is
increased and there is no public announcement naming all of the nominees for
director or specifying the size of the increased Board of Directors made by us
at least 70 days prior to the first anniversary of the preceding year’s annual
meeting, a shareholder’s notice will be considered timely, but only with respect
to nominees for any new positions created by such increase, if it is delivered
to our Secretary at our principal executive offices not later than the close of
business on the 10th day
following the day on which such public announcement is first made by
us.
  At any
special meeting of shareholders, only such business shall be conducted as shall
have been brought before the meeting pursuant to our notice of
meeting.  Nominations of persons for election to our Board of
Directors may be made at a special meeting of shareholders at which directors
are to be elected pursuant to our notice of meeting (i) by or at the
direction of the Board of Directors or (ii) by any shareholder of the
Company who is a shareholder of record at the time of giving of notice provided
hereunder, who is entitled to vote at the meeting and who complies with the
notice procedures set forth in our bylaws.  Nominations by
shareholders of persons for election to our Board of Directors may be made at
such a special meeting of shareholders if the shareholder’s notice required by
our bylaws is delivered to our Secretary at our principal executive offices not
earlier than the 90th day
prior to such special meeting and not later than the close of business on the
later of the 60th day
prior to such special meeting or the 10th day
following the day on which public announcement is first made of the date of the
special meeting and of the nominees proposed by the Board of Directors to be
elected at such meeting.
  Only such
persons who are nominated in accordance with the procedures set forth in our
bylaws are eligible to serve as directors and only such business shall be
conducted at a meeting of shareholders as shall have been brought before the
meeting in accordance with the procedures set forth in our
bylaws.  The Chairman of the meeting shall have the power and duty to
determine whether a nomination or any business proposed to be brought before the
meeting was made in accordance with the procedures set forth in our bylaws and,
if any proposed nomination or business is not in compliance with our bylaws, to
declare that such defective proposal shall be disregarded.
  19
  Item
      11.
              Executive
      Compensation.
  Summary
  The
following table sets forth information for the periods indicated concerning the
aggregate compensation paid by the Company and its subsidiaries to the Company’s
Executive Officer (the “Named Executive Officer”).
  SUMMARY
COMPENSATION TABLE
  Name and Principal
                              
                              
                              
                              Annual Compensation
                              
                              
                              Long Term
                                Compensation
                                Awards
                              
                              
                              All Other
                                CompensationOccupation
                              
                              Year
                              
                              Salary ($)
                              
                              
                              Bonus ($)
                              
                              
                              Options (#)
                              
                              
                              ($)Daniel
      J. Dorman,
                              
                              2008
                              
                              $
                              -0-
                              
                              
                              $
                              -0-
                              
                              
                              
                              -0-
                              
                              
                              $
                              -0-President
      and Chief
                              
                              2007
                              
                              $
                              -0-
                              
                              
                              $
                              -0-
                              
                              
                              
                              -0-
                              
                              
                              $
                              -0-Executive
      Officer
                              
                              2006
                              
                              $
                              -0-
                              
                              
                              $
                              -0-
                              
                              
                              
                              -0-
                              
                              
                              $
                              -0-
  Options
  The
following table sets forth information concerning options granted to the Named
Executive Officer in the year ended December 31, 2008.
  OPTION
GRANTS IN LAST FISCAL YEAR
 
 Individual GrantsName
                      
                      Number
      of
                        Securities
                        Underlying
      Options
                        Granted
                      
                      
                      Percent
      of Total
                        Options
      Granted To
                        Employees
      In
                        Fiscal Year
                      
                      
                      Exercise
      or
                        Base
      Price
                        ($/Share)
                      
                      
                      Expiration
                        DateDaniel
      J. Dorman
                      
                      
                      -0-
                      
                      
                      -0-%
                      
                      
                      
                      —
                      
                      
                      
                      —
 
 The Named
Executive Officer did not exercise any options in the year ended December 31,
2008.  The following table provides information with respect to
unexercised options held by the Named Executive Officer as of December 31,
2008.
 
 AGGREGATED
OPTION EXERCISES IN LAST FISCAL YEAR AND
 YEAR-END
OPTION VALUES
 
 Number
      of Securities Underlying
                            Unexercised
      Options at Year-End
                            (Number)
                          
                          
                          Value
      of Unexercised In-the-Money
                            Options
      at Year End
                            (Dollars) (1)Name
                          
                          Exercisable (1)
                          
                          
                          Unexercisable
                          
                          
                          Exercisable
                          
                          
                          UnexercisableDaniel
      J. Dorman
                          
                          -0-
                          
                          
                          -0-
                          
                          
                          $
                          -0-
                          
                          
                          $
                          -0-
  20
  (1)
              Value
      of unexercised in-the-money options is determined by multiplying the
      number of shares subject to the option by the difference between the
      closing price of the Common Stock on the OTCBB at the end of 2008 and the
      option exercise price.
 
 Outstanding
Equity Awards at Fiscal Year-End
 
 Name and Principal
                                    Position
                                  
                                  Number of securities
                                    underlying unexercised
                                    options/exercisable
                                  
                                  Number of securities
                                    underlying unexercised
                                    options/un-exercisable
                                  
                                  Option
                                    exercise price
                                  
                                  Option expiration
                                    dateNone
                                  
                                  0/0
                                  
                                  0/0
                                  
                                  N/A
                                  
                                  N/A
 
 Equity Compensation Plan
Information
  The
following table states certain information with respect to our equity
compensation plans as of December 31, 2008:
 
 Plan category
                            
                            Number of securities to
                              be issued upon exercise
                              of outstanding options
                            
                            Weighted-average
                              exercise price of
                              outstanding options
                            
                            Number of securities
                              remaining available for
                              future issuance under
                              equity compensation plans1993
      Stock Option Plan
                            
                            
                            0
                            
                            Not
      applicable
                            
                            
                            190,000Long-Term
      Incentive Plan
                            
                            
                            0
                            
                            Not
      applicable
                            
                            
                            250,0001993
      Directors Stock Option Plan
                            
                            
                            0
                            
                            Not
      applicable
                            
                            
                            24,000Total
                            
                            
                            0
                            
                            Not
      applicable
                            
                            
                            464,000
  Employment
Contract
  The Named
Executive Officer does not have an employment agreement with the
Company.
  Compensation
of Directors
  Each
director who is not an officer or employee of the Company is eligible to receive
for his services a fee of $1,000 per meeting attended and $500 for each
committee meeting attended.  Committee chairs receive an additional
$250 for each committee meeting.  The directors waived the director
fees for meetings held during quarterly periods during which the Company
reported a loss from operations, which were all quarters of the last two
years.  Directors who are officers or employees of the Company receive
no additional compensation for their service as a director, although they are
eligible to be reimbursed for their reasonable travel expenses when meetings are
held in a location other than the metropolitan area in which they
reside.
  Long-Term
Incentive Plan
  The
Company's Long-Term Incentive Plan (the “Incentive Plan"), adopted in April
1999, provides for the granting of awards to purchase a total of 250,000 shares
of common stock to key employees and others.  Awards may be made by
the Compensation Committee of the Board of Directors in the form of incentive
stock options, non-qualified stock options, restricted stock or performance
shares, provided that the Committee may not grant options to any salaried
employee during any three-year period to purchase more than 100,000
shares.
  The
exercise price for each option granted under the Incentive Plan cannot be less
than the fair market value of the common stock on the date of the
grant.  The Incentive Plan’s Committee has latitude in setting the
vesting and exercise periods, but generally the options vest over a three-year
period and had a ten-year term.
  21


The
Incentive Plan authorizes the Committee to grant restricted stock awards
pursuant to which shares of Common Stock will be awarded, subject to
restrictions on transfer that lapse over a period of time or upon achievement of
performance goals, as determined by the Committee.  Participants who
receive restricted stock grants are entitled to dividend and voting rights on
the awarded shares prior to the lapse of restrictions on such
awards.
  The
Committee is also authorized to grant performance share awards under the
Incentive Plan that are payable at the discretion of the Committee in cash,
shares of Common Stock, or a combination of each, upon achievement of
performance goals established by the Committee.  The Committee will
determine the terms and conditions of restricted stock and performance share
awards, including the acceleration or lapse of any restrictions or conditions of
such awards.  Outstanding options under the Incentive Plan were
cancelled as of March 31, 2004, and there are no outstanding options as of
December 31, 2008 or 2007.
  Item
      12.
                Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.
  The
following table sets forth information as of December 31, 2008 with respect to
the beneficial ownership of Common Stock by current directors, each executive
officer named in the Summary Compensation Table under “Executive Compensation”,
all current directors and executive officers as a group and all other persons
known by the Company to beneficially own more than 5% of its outstanding common
stock (each, a “5% Owner”).  Except as noted below, each shareholder
exercises sole voting and investment power with respect to the shares
beneficially owned.
  The share
information included in the following table has been adjusted for the
five-for-one reverse stock split approved by the shareholders at the Annual
Meeting of Shareholders held on January 13, 2004.
 
 Number of SharesName
                    
                    Beneficially Owned
                    
                    
                    Percent of Class (4)Directors
      and Management:Daniel
      J. Dorman (1)
                    
                    
                    5,248,257
                    
                    
                    
                    48.61
                    %Lawrence
      J. De Fiore (2)
                    
                    
                    400,000
                    
                    
                    
                    3.70
                    %Richard
      A. Walawender (3)
                    
                    
                    200,000
                    
                    
                    
                    1.85
                    %All
      directors and executive officers as group (3 persons)
                    
                    
                    6,448,257
                    
                    
                    
                    59.72
                    %5%
      Owners:Daniel
      J. Dorman (1)
                    
                    
                    5,248,257
                    
                    
                    
                    48.61
                    %Patricia
      A. Dorman
                    
                    
                    600,000
                    
                    
                    
                    5.56
                    %
  (1)
              The
      number of shares shown in the table for Mr. Dorman represent 5,248,257
      shares purchased on April 1, 2004 by Dorman Industries, LLC, an entity
      owned by Mr. Dorman, but does not include 600,000 shares purchased in
      December 2006 by Patricia A. Dorman, Mr. Dorman’s wife.  Mr.
      Dorman disclaims beneficial ownership of any and all shares of the
      Company’s common stock beneficially owned by his
  wife.
  22
  (2)
              The
      shares shown in the table for Mr. DeFiore represent those shares purchased
      in December 2006 by the Lawrence J. DeFiore Living
  Trust.
  (3)
              The
      shares shown in the table for Mr. Walawender represent those shares
      purchased in December 2006 by Walawender Holdings,
  LLC.
  (4)
              The
      number of shares and percentages were determined as of December 31,
      2008.  At that date 10,796,981 shares of stock were
      outstanding.  There were no outstanding common stock equivalents
      at that date or subsequent thereto to the date of this
    filing.
  Item
      13.
              Certain
      Relationships and Related Transactions, and Director
      Independence.
  Mr.
Walawender is a Senior Principal at the law firm Miller, Canfield, Paddock and
Stone, PLC.  In 2008 and 2007, Miller, Canfield, Paddock and Stone,
PLC provided legal services to the Company at no charge.
  Item
      14.
                Principal
      Accountant Fees and Services.
  The
Company’s independent accountants, Plante & Moran PLLC, have been engaged
since July 2004.  Fees paid to the Plante & Moran PLLC during 2008
and 2007 are as follows:
  2008
                          
                          
                          2007Audit
      Fees
                          
                          $
                          10,075
                          
                          
                          $
                          9,398Audit
      Related Fees
                          
                          
                          -0-
                          
                          
                          
                          -0-Tax
      Fees
                          
                          
                          -0-
                          
                          
                          
                          -0-All
      Other Fees
                          
                          
                          -0-
                          
                          
                          
                          -0-
  Audit
Fees.  This category includes the fees for the audit of our
consolidated financial statements and the quarterly reviews of interim financial
statements (the “reviews”).  This category also includes advice on
audit and accounting matters that arose during or as a result of the audit or
the reviews and for services in connection with Securities and Exchange
Commission filings.
  Audit
Related Fees.  There were no audit related fees paid.
  Tax
Fees.  There were no tax fees paid.
  All Other
Fees.  There were no other fees paid.
  Effective
May 6, 2003, the Securities and Exchange Commission adopted rules that require
that before independent auditors are engaged by the Company or its subsidiaries
to render any auditing or permitted non-audit related service, the engagement be
approved by the Company's audit committee, or the Company’s Board of Directors
or entered into pursuant to pre-approval policies and procedures established by
the audit committee or the board of directors, provided the policies and
procedures are detailed as to the particular service, the audit committee is
informed of each service, and such policies and procedures do not include
delegation of the audit committee's responsibilities to management.
  The Board
of Directors requires advance approval of all audit, audit-related, tax and
other services performed by the independent auditor.  Unless the
specific service has been previously pre-approved with respect to that year, the
audit committee must approve the permitted service before the independent
auditor is engaged to perform it.  The Board of Directors has
delegated to the chairman authority to approve permitted services provided that
the chairman reports any decisions to the Board of Directors at its next
scheduled meeting.
  23
  Following
the Net Asset Sale on March 31, 2004, the Board of Directors of the Company has
fulfilled the functions of the audit committee.  The Board of
Directors engaged the firm of Plante & Moran PLLC to perform quarterly
reviews beginning with the quarter ended June 30, 2004 and the annual audits
beginning with the year ended December 31, 2004.
  PART
IV
  Item
      15.
              Exhibits
      and Financial Statement Schedules.
  (a)(1)
                The
      following financial statements are included in this Annual Report on Form
      10-K for the fiscal year ended December 31,
  2008.
  1.
                Report
      of Independent Registered Accounting
Firm
  2.
                Consolidated
      Balance Sheets as of December 31, 2008 and
2007
  3.
              Consolidated
      Statements of Operations for the years ended December 31, 2008 and
      2007
  4.
              Consolidated
      Statements of Stockholders’ Equity for the years ended December 31, 2008
      and 2007
  5.
              Consolidated
      Statements of Cash Flows the years ended December 31, 2008 and
      2007
  6.
              Notes
      to Consolidated Financial
Statements
  (a)(2)
              All
      financial statement schedules have been omitted as the required
      information is either inapplicable or included in the Consolidated
      Financial Statements or related
notes.
  (a)(3)
              The
      following exhibits are either filed as part of this report or are
      incorporated herein by reference:
  3.01
              Amended
      and Restated Articles of Incorporation, as amended, filed as Exhibit 3.1
      to the Registrant's Form 10-QSB for the quarterly period ended September
      30, 1999 and incorporated herein by reference, together with the
      Certificate of Amendment to such Amended and restated Articles of
      Incorporation filed as Exhibit 3.02 to the Registrant's Form 10-QSB for
      the quarterly period ended March 31, 2004 and incorporated herein by
      reference,
  3.02
              Amended
      and Restated  Bylaws, as amended, filed as Exhibit 3.02 to the
      Registrant's Form 10-KSB for the fiscal year ended December 31, 1999 and
      incorporated herein by reference.
  10.01
              Nematron
      Corporation Long-Term Incentive Plan, filed as Exhibit 10.03 to the
      Registrant's Form 10-QSB for the quarterly period ended March 31, 1999 and
      incorporated herein by reference.
  14.01
              Code
      of Ethics**
  23.01
              Consent
      of Plante & Moran, PLLC**
  31.01
              Certification
      of Principal Executive Officer pursuant to 15 U.S.C. 78m(a) or 78o(d)
      (Section 302 of the Sarbanes Oxley Act of
  2002).**
  31.02
              Certification
      of Principal Financial Officer pursuant to 15 U.S.C. 78m(a) or 78o(d)
      (Section 302 of the Sarbanes Oxley Act of
  2002).**
  24
  32.01
              Certification
      of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 302 of the Sarbanes-Oxley Act of
    2002.**
  32.02
              Certification
      of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
    2002.**
  **
              Filed
      herewith.
  Management
contracts and compensatory plans or arrangements:
  The
management contracts and compensatory plans or arrangements required to be filed
as exhibits and included in such list of exhibits are as
follows:
  10.01
              Nematron
      Corporation Long-Term Incentive Plan, filed as Exhibit 10.03 to the
      Registrant's Form 10-QSB for the quarterly period ended March 31, 1999 and
      incorporated herein by reference.
  UNDERTAKING
  The
Company will furnish to any shareholder a copy of any of the exhibits listed
above upon written request and upon payment of a specified reasonable fee, which
fee shall be equal to the Company's reasonable expenses in furnishing the
exhibit to the shareholder.  Requests for exhibits and information
regarding the applicable fee shall be direct to: Mr. Daniel J. Dorman, President
and Chief Executive Officer, at the address of the principal executive offices
set forth on the cover of this Report on Form 10-K.
  25
  SIGNATURES
 
 In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized
 
 Sandston
      CorporationBy:
                              /s/ Daniel J.
      Dorman
                              
                              Dated:
                              March 27, 2009Daniel
      J. Dorman, Chairman, President and ChiefExecutive
      Officer (Principal Executive Officer and
                                Principal
      Financial Officer)By:
                              /s/ Laurence J. De
      Fiore
                              
                              Dated:
                              March 27, 2009Lawrence
      J. De Fiore, DirectorBy:
                              /s/ Richard A.
      Walawender
                              
                              Dated:
                              March 27, 2009Richard
      A. Walawender, Director
 
 26
 
 Consolidated
Financial Statements
 and
Report of
 Independent
Registered Accounting Firm
  Sandston
Corporation
  December
31, 2008 and 2007
 
 
  SANDSTON
CORPORATION
 
 Table
of Contents
 
 PageReport
      of Independent Registered Accounting Firm
                
                F-2Balance
      Sheets as of December 31, 2008 and 2007
                
                F-3Consolidated
      Statements of Operations for the years ended December 31, 2008 and
      2007
                
                F-4Consolidated
      Statement of Stockholders' Equity for the years ended December 31, 2008
      and 2007
                
                F-5Consolidated
      Statements of Cash Flows for the years ended December 31, 2008 and
      2007
                
                F-6Notes
      to Financial Statements
                
                F-7 to F-9
 
 F-1
 
 REPORT OF INDEPENDENT
REGISTERED ACCOUNTING FIRM
 
 The Board
of Directors
  Sandston
Corporation:
  We have
audited the accompanying balance sheets of Sandston Corporation as of December
31, 2008 and 2007, and the related statements of operations, stockholders'
equity, and cash flows for the years then ended.  These consolidated
financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these
financial statements based on our audits.
  We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  Sandston
Corporation is not required to have, nor were we engaged to perform, an audit of
its internal control over financial reporting.  Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting.  Accordingly, we express no
such opinion.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe
that our audits provide a reasonable basis for our opinion.
  In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Sandston Corporation as of December
31, 2008 and 2007, and the results of its operations and its cash flows for the
years then ended in conformity with accounting principles generally accepted in
the United States of America.
 
 
 /s/
Plante & Moran, PLLC
 
 March 27,
2009
 Auburn
Hills, Michigan
  F-2
  Sandston
Corporation
 Balance
Sheets
 December
31, 2008 and 2007
 
 December 31,2008
                                                    
                                                    
                                                    2007AssetsCurrent
      assets:Cash
                                                    
                                                    $
                                                    45,073
                                                    
                                                    
                                                    $
                                                    69,062Deposit
                                                    
                                                    
                                                    1,800
                                                    
                                                    
                                                    
                                                    1,800Total
      assets
                                                    
                                                    $
                                                    46,873
                                                    
                                                    
                                                    $
                                                    70,862Liabilities
      and Stockholders' EquityCurrent
      liabilities - Accounts
      payable
                                                    
                                                    $
                                                    2,388
                                                    
                                                    
                                                    $
                                                    1,537Stockholders'
      equity:Common
      stock, no par value; 30,000,000 shares authorized; 10,796,981 shares
      issued and outstanding
                                                    
                                                    
                                                    33,799,784
                                                    
                                                    
                                                    
                                                    33,799,784Accumulated
      deficit
                                                    
                                                    
                                                    (33,755,299
                                                    )
                                                    
                                                    
                                                    (33,730,459
                                                    )Total
      stockholders' equity
                                                    
                                                    
                                                    44,485
                                                    
                                                    
                                                    
                                                    69,325Total
      liabilities and stockholders' equity
                                                    
                                                    $
                                                    46,873
                                                    
                                                    
                                                    $
                                                    70,862
 
 See
accompanying notes to financial statements.
  F-3
  Sandston
Corporation
 Consolidated
Statements of Operations
 For
the Years Ended December 31, 2008 and 2007
 
 Year Ended December 31,2008
                          
                          
                          2007Net
      revenues
                          
                          $
                          -
                          
                          
                          $
                          -General
      and administrative expenses
                          
                          
                          24,840
                          
                          
                          
                          30,288Operating
      loss
                          
                          
                          (24,840
                          )
                          
                          
                          (30,288
                          )Income
      taxes
                          
                          
                          -
                          
                          
                          
                          -Net
      loss
                          
                          $
                          (24,840
                          )
                          
                          $
                          (30,288
                          )Loss
      per share - basic and diluted (Note 2):
                          
                          $
                          nil
                          
                          
                          $
                          nilWeighted
      average shares - basic and diluted (Note 2):
                          
                          
                          10,796,981
                          
                          
                          
                          10,796,981
 
 See
accompanying notes to financial statements.
  F-4
  Sandston
Corporation
 Consolidated
Statements of Stockholders' Equity
 For
the Years Ended December 31, 2008 and 2007
 
 Common Stock
                                
                                
                                AccumulatedShares
                                
                                
                                Amount
                                
                                
                                Deficit
                                
                                
                                TotalBalance,
      January 1, 2007
                                
                                
                                10,796,981
                                
                                
                                $
                                33,799,784
                                
                                
                                
                                (33,700,171
                                )
                                
                                
                                99,613Net
      loss for the year ended December 31, 2007
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                (30,288
                                )
                                
                                
                                (30,288
                                )Balance,
      December 31, 2007
                                
                                
                                10,796,981
                                
                                
                                $
                                33,799,784
                                
                                
                                
                                (33,730,459
                                )
                                
                                
                                69,325Net
      loss for the year ended December 31, 2008
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                (24,840
                                )
                                
                                
                                (24,840
                                )Balance,
      December 31, 2008
                                
                                
                                10,796,981
                                
                                
                                $
                                33,799,784
                                
                                
                                $
                                (33,755,299
                                )
                                
                                $
                                44,485
 
 See
accompanying notes to financial statements.
  F-5
  Sandston
Corporation and Subsidiaries
 Consolidated
Statements of Cash Flows
 For
the Years Ended December 31, 2008 and 2007
 
 Year Ended December 31,2008
                        
                        
                        2007Cash
      flows from operating activities:Net
      loss
                        
                        $
                        (24,840
                        )
                        
                        $
                        (30,288
                        )Adjustments
      to reconcile net loss to net cash flows used in operating
      activities:Change
      in current assets and liabilities that provided cash:Accounts
      payable
                        
                        
                        851
                        
                        
                        
                        891Net
      cash used in operating activities
                        
                        
                        (23,989
                        )
                        
                        
                        (29,397
                        )Net
      increase (decrease) in cash and cash equivalents
                        
                        
                        (23,989
                        )
                        
                        
                        (29,397
                        )Cash
      at beginning of year
                        
                        
                        69,062
                        
                        
                        
                        98,459Cash
      at end of year
                        
                        $
                        45,073
                        
                        
                        $
                        69,062Supplemental
      Disclosures of Cash Flow Information:Cash
      paid for interest
                        
                        $
                        -
                        
                        
                        $
                        -Cash
      paid for income taxes
                        
                        
                        -
                        
                        
                        
                        -
 
 See
accompanying notes to financial statements.
  F-6
 Sandston
Corporation
 Notes
to Financial Statements
 December
31, 2008 and 2007
 (1)
              Basis
      of Presentation and Business
 
 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 54.17% 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 worldwide 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, and from $120,000 of
proceeds from the sale, through a private placement, of unregistered common
stock in December 2006 to certain accredited investors.
  F-7
 Sandston
Corporation
 Notes
to Financial Statements
 December
31, 2008 and 2007
  (2)
              Summary
      of Accounting Principles
  Income
Taxes
  Income
taxes are accounted for under the asset-and-liability
method.  Deferred income tax assets and liabilities are computed
annually for differences between the financial statement and tax bases of assets
and liabilities that will result in taxable or deductible amounts in the
future.  Such deferred income tax asset and liability computations are
based on enacted tax laws and rates.  A valuation allowance is
established when necessary to reduce deferred income tax assets to the amount
expected to be realized.
  Stock Option
Plans
  The
Company's Long-Term Incentive Plan (the “Incentive Plan"), adopted in April
1999, provides for the granting of awards to purchase a total of 250,000 shares
of common stock to key employees and others.  No options were granted
in 2008 or 2007.
  Loss Per
Share
  Loss per
share is calculated using the weighted average number of common shares
outstanding during the years presented.  The weighted average shares
outstanding used in computing loss per share was 10,796,981 in 2008 and
2007.  There are no outstanding dilutive stock options and
warrants.  All outstanding stock options and warrants were cancelled
effective with the Net Asset Sale.
  (3)
              Taxes
      on Income
  Income
tax expense is $-0- for both 2008 and 2007, including $-0- in current taxes and
$-0- in deferred taxes for both 2008 and 2007.
  A
reconciliation of income tax expense recognized to income taxes at statutory
rates is as follows:
 
 Year Ended December 31,2008
                      
                      
                      2007Income
      tax at statutory rates
                      
                      
                      (34.0
                      )%
                      
                      
                      (34.0
                      )%Change
      in valuation allowance
                      
                      
                      34.0
                      %
                      
                      
                      34.0
                      %Total
      income tax expense rate
                      
                      
                      0.0
                      %
                      
                      
                      0.0
                      %
 
  At
December 31, 2008, the Company has net operating loss carryforwards of
approximately $186,000 that can be used to offset future taxable income,
resulting in gross deferred tax assets of approximately
$63,000.  These loss carryforwards expire in varying amounts through
2028.  Realization of these carryforwards is subject to annual
limitations under current IRS regulations pursuant to change in control
provisions and is dependent on the existence of future taxable
income.  At December 31, 2008 and 2007, a valuation allowance has been
recognized for the entire amount of the Company's net deferred tax
assets.  The valuation allowance increased by $9,000 at December 31,
2008 to $63,000 from $54,000 at December 31, 2007.
  F-8
  Sandston
Corporation
 Notes
to Financial Statements
 December
31, 2008 and 2007
  (4)
              Employee
      Benefit Plan
  All
option and share amounts reflected in the following disclosures have been
adjusted for the one-for-five reverse stock split on April 1, 2004.
 
 Long-Term Incentive
Plan
  The
Company's Long-Term Incentive Plan (the “Incentive Plan"), adopted in April
1999, provides for the granting of awards to purchase a total of 250,000 shares
of common stock to key employees and others.  Awards may be made by
the Compensation Committee of the Board of Directors in the form of incentive
stock options, non-qualified stock options, restricted stock or performance
shares, provided that the Committee may not grant options to any salaried
employee during any three-year period to purchase more than 100,000
shares.
  The
exercise price for each option granted under the Incentive Plan cannot be less
than the fair market value of the common stock on the date of the
grant.  The Incentive Plan’s Committee has latitude in setting the
vesting and exercise periods, but generally the options vest over a three-year
period and had a ten-year term.
  The
Incentive Plan authorizes the Committee to grant restricted stock awards
pursuant to which shares of Common Stock will be awarded, subject to
restrictions on transfer that lapse over a period of time or upon achievement of
performance goals, as determined by the Committee.  Participants who
receive restricted stock grants are entitled to dividend and voting rights on
the awarded shares prior to the lapse of restrictions on such
awards.
  The
Committee is also authorized to grant performance share awards under the
Incentive Plan that are payable at the discretion of the Committee in cash,
shares of Common Stock, or a combination of each, upon achievement of
performance goals established by the Committee.  The Committee will
determine the terms and conditions of restricted stock and performance share
awards, including the acceleration or lapse of any restrictions or conditions of
such awards.  Outstanding options under the Incentive Plan were
cancelled as of March 31, 2004.  There were no option grants in the
years ended December 31, 2008 and 2007, and there are no outstanding options as
of December 31, 2008 or 2007.
  401(k) Plan and
Trust
  The
Company had established defined-contribution retirement plans for all eligible
employees, and pursuant to the Net Asset Sale, all defined contribution plans
covering all employees of the discontinued businesses were transferred to the
Purchaser.  The Company has no retirement plans.
 
 (5)
              Recent
      Accounting Pronouncements
  In
December 2007, the FASB issued SFAS No. 141R (revised 2007), "Business Combinations" ("SFAS
141R").  SFAS 141R establishes principles and requirements for how an
acquirer recognizes and measures in its financial statements the identifiable
assets acquired, the liabilities assumed, any non-controlling interest in the
acquiree and the goodwill acquired.  SFAS 141R also establishes
disclosure requirements to enable the evaluation of the nature and financial
effects of the business combination. SFAS 141R is effective for fiscal years
beginning after December 15, 2008, and will be adopted by the Company in the
first quarter of 2009.  The adoption of SFAS 141R is not expected to
have a material effect on the Company's consolidated results of operations and
financial condition.
  F-9