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,
2009     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   ̈
Yes   x
No




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, 2010, computed by
referenceto the closing price of such stock on such date as quoted on
the OTCBB, was approximately $130,000.  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, 2010 was
10,796,981.





DOCUMENTS
INCORPORATED BY REFERENCE: None





FORM
10-K


TABLE
OF CONTENTS





PagePART
      I.Item
      1.
                  Business
                  
                  4Item
      1A.
                  Risk
      Factors
                  
                  4Item
      1B.
                  Unresolved
      Staff Comments
                  
                  13Item
      2.
                  Properties
                  
                  13Item
      3.
                  Legal
      Proceedings
                  
                  13Item
      4.
                  [Reserved]
                  
                  13PART
      II.Item
      5.
                  Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
                  
                  14Item
      6.
                  Selected
      Financial Data
                  
                  15Item
      7.
                  Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                  
                  15Item
      7A.
                  Quantitative
      and Qualitative Disclosures About Market Risk
                  
                  16Item
      8.
                  Financial
      Statements and Supplementary Data
                  
                  17Item
      9.
                  Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosures
                  
                  17Item
      9A(T).
                  Controls
      and Procedures
                  
                  17Item
      9B.
                  Other
      Information
                  
                  18PART
      III.Item
      10.
                  Directors,
      Executive Officers, Promoters and Corporate Governance
                  
                  19Item
      11.
                  Executive
      Compensation
                  
                  22Item
      12.
                  Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                  
                  24Item
      13.
                  Certain
      Relationships and Related Transactions, and Director
      Independence
                  
                  25Item
      14.
                  Principal
      Accountant Fees and Services
                  
                  25PART
      IV.Item
      15.
                  Exhibits
      and Financial Statement Schedules
                  
                  26Signatures
                  
                  28




2


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.




3




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 $22,920 and
$24,840 for the years ended December 31, 2009 and 2008,
respectively.




Employees




The
Company has no employees.




Item
1A.        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.




4




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.




5




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.




6




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.




7




WE
MAY BE UNABLE TO REALIZE THE BENEFITS OF OUR NET OPERATING LOSS (“NOL”)
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 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 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;




• 
tariffs and trade barriers;




8




•
            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.




9




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.




10




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.




11




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




The
Financial Accounting Standards Board’s ASC 805, “Business Combinations,” (“ASC
805”), previously Statement of Financial Accounting Standards (“SFAS”) No. 141R
requires business combinations to be accounted for under the purchase method.
ASC 805 establishes principles for how an aquirer recognizes and measures
identifiable assets aquired, liabilities assumed, any noncontrolling interest in
the acquirer and the goodwill acquired. ASC 850 was effective for business
combinations starting with our fiscal year beginning January 1, 2009. ASC 350,
“Goodwill and Other Intangible Assets” (“ASC 350”), previously SFAS No. 142,
“Goodwill and Other Intangible Assets,” 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 ASC 350 require the
completion of an annual impairment test with any impairment recognized in
current earnings. The provisions of ASC 805 and ASC 350 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.




12




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.           [Reserved].


13


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.





2009
                    
                    High
                    
                    
                    LowFirst
      Quarter
                    
                    $
                    0.05
                    
                    
                    $
                    0.04Second
      Quarter
                    
                    
                    0.06
                    
                    
                    
                    0.03Third
      Quarter
                    
                    
                    0.15
                    
                    
                    
                    0.05Fourth
      Quarter
                    
                    
                    0.05
                    
                    
                    
                    0.03





2008
                    
                    High
                    
                    
                    LowFirst
      Quarter
                    
                    $
                    0.68
                    
                    
                    $
                    0.09Second
      Quarter
                    
                    
                    0.18
                    
                    
                    
                    0.08Third
      Quarter
                    
                    
                    0.09
                    
                    
                    
                    0.07Fourth
      Quarter
                    
                    
                    0.10
                    
                    
                    
                    0.03




There are
approximately 200 holders of record of the Company's Common Stock as of
March 25, 2010.




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.




14




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, 2009
                        
                        
                        -0-
                        
                        Not applicable
                        
                        
                        -0-
                        
                        
                        
                        -0-Month
      Ended November 30, 2009
                        
                        
                        -0-
                        
                        Not
      applicable
                        
                        
                        -0-
                        
                        
                        
                        -0-Month
      Ended December 31, 2009
                        
                        
                        -0-
                        
                        Not
      applicable
                        
                        
                        -0-
                        
                        
                        
                        -0-Total
                        
                        
                        -0-
                        
                        Not
      applicable
                        
                        
                        -0-
                        
                        
                        
                        -0-





Equity
Compensation Plan Information




As of
December 31, 2009, 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.


15


Results
of Operations
  Year
Ended December 31, 2009 Compared to Year Ended December 31, 2008
  The
business of the Company in 2009 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 2009.  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, 2009 totaled $22,920, a
decrease of $1,920, or 7.7%, compared to $24,840 incurred for the year ended
December 31, 2008.  The decrease is due primarily to a minor decrease
in the hours of professional services received in 2009 compared to
2008.
  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.
  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, 2009, cash totals
$20,356.  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
in 2010. 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.
  16
  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
 
 As of the
end of the period covered by this Annual Report on Form 10-K, the Company
performed an evaluation under the supervision and with the participation of
management, including our Chief Executive Officer and Chief Financial Officer,
of the design and effectiveness of our disclosure controls and procedures (as
defined in rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of
1934 (the “Exchange Act”)). Based upon that evaluation, our ChiefExecutive
Officer and our Chief Financial Officer concluded that, as of the end of the
period covered by this Annual Report, our disclosure controls and procedures
were effective in the timely and accurate recording, processing, summarizing and
reporting of material financial and non-financial information within the time
periods specified within the Securities and Exchange Commission’s rules and
forms. Our Chief Executive Officer and Chief Financial Officer also concluded
that our disclosure controls and procedures were effective to ensure that
information required to be disclosed in the reports that we file or submit under
the Exchange Act is accumulated and communicated to our management, including
our Chief Executive Officer and Chief Financial Officer, to allow timely
discussions regarding required disclosure.
 
 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 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, 2009. 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.  Based on such assessment of our internal control over
financial reporting, management concluded that our controls were effective as of
December 31, 2009.
  17
  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,
2009 that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
  Item 9B.
              Other
      Information.
  None.
  18
  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.
 
 Name
                              
                              Age
                              
                              Principal Occupation
                              
                              Director
                                Since
                              
                              Term
                                ExpiresDaniel
      J. Dorman
                              
                              47
                              
                              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
                              
                              49
                              
                              CPA
      and shareholder and officer of DeFiore Spalding, P.C., a public accounting
      firm
                              
                              2004
                              
                              2009
      (2)Richard
      A. Walawender
                              
                              49
                              
                              Senior
      Principal at the law firm Miller, Canfield, Paddock and Stone,
      PLC.
                              
                              2006
                              
                              2008
      (2)
  (1)
              This
      percentage does not include 5.6% of the Company’s outstanding Common Stock
      owned beneficially by Patricia A. Dorman, his
  wife.
  (2)
              Messrs. De Fiore and Walawender
      will serve until their resignation or removal or until their 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.
  19
  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.
  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, 2009, 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.
  20
  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.
  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.
  21
  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,
                          
                          2009
                          
                          $
                          -0-
                          
                          
                          $
                          -0-
                          
                          
                          
                          -0-
                          
                          
                          $
                          -0-President
      and Chief
                          
                          2008
                          
                          $
                          -0-
                          
                          
                          $
                          -0-
                          
                          
                          
                          -0-
                          
                          
                          $
                          -0-Executive
      Officer
                          
                          2007
                          
                          $
                          -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, 2009.
  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,
2009.  The following table provides information with respect to
unexercised options held by the Named Executive Officer as of December 31,
2009.
 
 AGGREGATED
OPTION EXERCISES IN LAST FISCAL YEAR AND
 YEAR-END
OPTION VALUES
 
 Number of Securities Underlying
                    UnexercisedOptions 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-
  22
  (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 2009 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 securitiesunderlying
                      unexercised
                      options/un-exercisable
                    
                    
                    Option
                      exercise price
                    
                    
                    Optionexpiration
                      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, 2009:
 
 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.
  23
  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, 2009 or 2008.
  Item 12.
                Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.
  The
following table sets forth information as of December 31, 2009 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 officersas
      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.
  24
  (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,
      2009.  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 2009 and 2008, 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 2009
and 2008 are as follows:
  2009
                        
                        
                        2008Audit
      Fees
                        
                        $
                        10,100
                        
                        
                        $
                        10,075Audit
      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.
  25
  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.
  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)
              The
      following financial statements are included in this Annual Report on Form
      10-K for the fiscal year ended December 31,
  2009.
  1.
              Report
      of Independent Registered Public Accounting
Firm
  2.
              Consolidated
      Balance Sheets as of December 31, 2009 and
2008
  3.
              Consolidated
      Statements of Operations for the years ended December 31, 2009 and
      2008
  4.
              Consolidated
      Statements of Stockholders’ Equity for the years ended December 31, 2009
      and 2008
  5.
              Consolidated
      Statements of Cash Flows the years ended December 31, 2009 and
      2008
  6.
              Notes
      to Consolidated Financial
Statements
  All
financial statement schedules have been omitted as the required information is
either inapplicable or included in the Consolidated Financial Statements or
related notes.
  The
following exhibits are either filed as part of this report or are incorporated
herein by reference:
  (b)
              Exhibits:
 ExhibitNo.
                          Description3.01
                          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.
  26
  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).**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.
  27
  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 25, 2010Daniel
      J. Dorman, Chairman, Presidentand
      Chief Executive Officer (PrincipalExecutive
      Officer and Principal FinancialOfficer)By:
                        /s/ Laurence J. De
      Fiore
                        
                        Dated:
                        March 25, 2010Lawrence
      J. De Fiore, DirectorBy:
                        /s/ Richard A.
      Walawender
                        
                        Dated:
                        March 25, 2010Richard
      A. Walawender, Director
  28
 
 Consolidated
Financial Statements
 and
Report of
 Independent
Registered Public Accounting Firm
 Sandston
Corporation
 
 December
31, 2009 and
2008
  
 
 SANDSTON
CORPORATION
 
 Table
of Contents
 
 PageReport
      of Independent Registered Public Accounting Firm
                F-2Balance
      Sheets as of December 31, 2009 and 2008
                F-3Consolidated
      Statements of Operations for the years ended December 31, 2009 and
      2008
                F-4Consolidated
      Statement of Stockholders' Equity for the years ended December 31, 2009
      and 2008
                F-5Consolidated
      Statements of Cash Flows for the years ended December 31, 2009 and
      2008
                F-6Notes
      to Financial Statements
                F-7 to F-9
  F-1
 
 REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
 
 To the
Board of Directors
  Sandston
Corporation
  We have
audited the accompanying balance sheets of Sandston Corporation as of December
31, 2009 and 2008, 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, 2009 and 2008, 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 25,
2010
 Auburn
Hills, Michigan
  F-2


Sandston
Corporation


Balance
Sheets


December
31, 2009 and 2008





December 31,2009
                      
                      
                      2008AssetsCurrent
      assets:Cash
                      
                      $
                      20,356
                      
                      
                      $
                      45,073Deposit
                      
                      
                      1,800
                      
                      
                      
                      1,800Total
      assets
                      
                      $
                      22,156
                      
                      
                      $
                      46,873Liabilities
      and Stockholders' EquityCurrent
      liabilities - Accounts
      payable
                      
                      $
                      591
                      
                      
                      $
                      2,388Stockholders'
      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
                      
                      
                      (33,778,219
                      )
                      
                      
                      (33,755,299
                      )Total
      stockholders' equity
                      
                      
                      21,565
                      
                      
                      
                      44,485Total
      liabilities and stockholders' equity
                      
                      $
                      22,156
                      
                      
                      $
                      46,873





See
accompanying notes to financial statements.


F-3


Sandston
Corporation


Consolidated
Statements of Operations


For
the Years Ended December 31, 2009 and 2008





Year Ended December 31,2009
                    
                    
                    2008Net
      revenues
                    
                    $
                    -
                    
                    
                    $
                    -General
      and administrative expenses
                    
                    
                    22,920
                    
                    
                    
                    24,840Operating
      loss
                    
                    
                    (22,920
                    )
                    
                    
                    (24,840
                    )Income
      taxes
                    
                    
                    -
                    
                    
                    
                    -Net
      loss
                    
                    $
                    (22,920
                    )
                    
                    $
                    (24,840
                    )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, 2009 and 2008





Common
      Stock
                                      
                                      
                                      AccumulatedShares
                                      
                                      
                                      Amount
                                      
                                      
                                      Deficit
                                      
                                      
                                      TotalBalance,
      January 1, 2008
                                      
                                      
                                      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
                                      )
                                      
                                      
                                      44,485Net
      loss for the year ended December 31, 2009
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      (22,920
                                      )
                                      
                                      
                                      (22,920
                                      )Balance,
      December 31, 2009
                                      
                                      
                                      10,796,981
                                      
                                      
                                      $
                                      33,799,784
                                      
                                      
                                      $
                                      (33,778,219
                                      )
                                      
                                      $
                                      21,565





See
accompanying notes to financial statements.


F-5


Sandston
Corporation and Subsidiaries


Consolidated
Statements of Cash Flows


For
the Years Ended December 31, 2009 and 2008





Year Ended December 31,2009
                          
                          
                          2008Cash
      flows from operating activities:Net
      loss
                          
                          $
                          (22,920
                          )
                          
                          $
                          (24,840
                          )Adjustments
      to reconcile net loss to net cash flows used in operating
      activities:Change
      in current assets and liabilities that provided (used)
    cash:Accounts
      payable
                          
                          
                          (1,797
                          )
                          
                          
                          851Net
      cash used in operating activities
                          
                          
                          (24,717
                          )
                          
                          
                          (29,989
                          )Net
      increase (decrease) in cash and cash equivalents
                          
                          
                          (24,717
                          )
                          
                          
                          (29,989
                          )Cash
      at beginning of year
                          
                          
                          45,073
                          
                          
                          
                          69,062Cash
      at end of year
                          
                          $
                          20,356
                          
                          
                          $
                          45,073Supplemental
      Disclosures of Cash Flow Information:Cash
      paid for interest
                          
                          $
                          -
                          
                          
                          $
                          -Cash
      paid for income taxes
                          
                          
                          -
                          
                          
                          
                          -





See
accompanying notes to financial statements.


F-6


Note
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.




As
reflected in the accompanying balance sheet at December 31, 2009, cash totals
$22,920.  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
through December 31, 2010. If the Company has not identified and
consummated an acquisition by that date, the Company will need to obtain
additional funds to maintain its administrative activities as a public shell
company.   Management intends to obtain such administrative funds
from Dorman Industries in the form of loans or through equity sales in an amount
sufficient to sustain operations at their current level. Dorman Industries owns
48.6% of the Company’s outstanding common stock. There can be no assurance
that Dorman Industries or any other party will advance needed funds on any
terms.  The Company has not identified as yet potential acquisition
candidates, the acquisition of which would mean that the Company would cease
being a “public shell” and begin operating activities.


F-7




Note
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 2009 or 2008.




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 2009 and
2008.  There are no outstanding dilutive stock options and
warrants.  All outstanding stock options and warrants were cancelled
effective with the Net Asset Sale.




Note
3 - Taxes on Income




Income
tax expense is $-0- for both 2009 and 2008, including $-0- in current taxes and
$-0- in deferred taxes for both 2009 and 2008.




A
reconciliation of income tax expense recognized to income taxes at statutory
rates is as follows:





Year Ended December 31,2009
                      
                      
                      2008Income
      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, 2009, the Company has net operating loss carryforwards (“NOLs”) of
approximately $208,000 that can be used to offset future taxable income, and
such NOLs result in a gross deferred tax asset of approximately $71,000 at that
date.  These NOLs expire in varying amounts through
2029.  Realization of these NOLs 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,
2009 and 2008, a valuation allowance has been recognized for the entire amount
of the Company's net deferred tax asset.  The valuation allowance
increased by $8,000 in 2009, increasing from $63,000 at December 31, 2008 to
$71,000 at December 31, 2009.


F-8




Note
4 – Long-Term Incentive 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.




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, 2009 and 2008, and there are no outstanding options as
of December 31, 2009 or 2008.


F-9