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 SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2014 or
| ¨ | TRANSITION REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _______ to _______
Commission File Number: 0-21142
SANDSTON CORPORATION
(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 June 30, 2014, the last day of the Registrant’s second quarter, computed by reference to
the closing price of such stock on such date as quoted on the OTCBB, was approximately $109,000. 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 27, 2015 was 14,267,047.
DOCUMENTS INCORPORATED BY REFERENCE: None
FORM 10-K
TABLE OF CONTENTS
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.
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. 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 62.50% of the outstanding common stock of the Company, and currently is the beneficial owner of 61.11% of the Company’s
outstanding common stock. Patricia A. Dorman, Mr. Dorman’s wife, is the beneficial owner of an additional 4.21% 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 $20,904 and
$35,151 for the years ended December 31, 2014 and 2013, respectively.
Employees
The Company has no employees.
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.
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 had no operations,
revenues, or earnings 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.
RECENT TURMOIL ACROSS VARIOUS SECTORS OF
THE FINANCIAL MARKETS MAY NEGATIVELY IMPACT OUR ABILITY TO COMPLETE AN ACQUISITION
Over the last several years,
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.
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.
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;
• 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.
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.
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.
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.
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 61.11% of our common stock. His wife owns 4.21% 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 Mr. Dorman 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.
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. | Mine Safety Disclosures. |
Not applicable.
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.
2014 | |
High | | |
Low | |
First Quarter | |
$ | 0.04 | | |
$ | 0.02 | |
Second Quarter | |
| 0.04 | | |
| 0.03 | |
Third Quarter | |
| 0.06 | | |
| 0.03 | |
Fourth Quarter | |
| 0.07 | | |
| 0.04 | |
2013 | |
High | | |
Low | |
First Quarter | |
$ | 0.05 | | |
$ | 0.01 | |
Second Quarter | |
| 0.02 | | |
| 0.01 | |
Third Quarter | |
| 0.09 | | |
| 0.01 | |
Fourth Quarter | |
| 0.03 | | |
| 0.02 | |
| |
| | | |
| | |
There
are approximately 200 holders of record of the Company's
Common Stock as of March 27, 2015.
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 February 24, March 19, and August 7, 2014,
the Company entered into subscription agreements with an accredited investor pursuant to which the Company sold 269,600 shares,
250,000 shares, and 213,700 shares of its Common Stock (the “New 2014 Shares”), respectively, for a price of $0.02,
$0.04, and $0.03 per share, respectively in a private placement, at a total offering price for the New 2014 Shares issued of $21,803
in cash, with no underwriting discounts or commissions payable.
On November 7, 2013, the Company entered into
a subscription agreement with an accredited investor pursuant to which the Company sold 361,766 shares of its Common Stock (the
“New 2013 Shares”), for a price of $0.03 per share in a private placement, at a total offering price for the New 2013
Shares issued of $10,853 in cash, with no underwriting discounts or commissions payable.
On September 24, 2012, the Company entered into
a subscription agreement with an accredited investor pursuant to which the Company sold 1,500,000 shares of its Common Stock (the
“New 2012 Shares”), for a price of $0.01 per share in a private placement, at a total offering price for the New 2012
Shares issued of $15,000 in cash, with no underwriting discounts or commissions payable.
On November 14, 2011, the Company entered into
a subscription agreement with an accredited investor pursuant to which the Company sold 375,000 shares of its Common Stock (the
“New 2011 Shares”), for a price of $0.04 per share in a private placement, at a total offering price for the New 2011
Shares issued of $15,000 in cash, with no underwriting discounts or commissions payable.
On December 30, 2010, the Company entered into
a subscription agreement with an accredited investor pursuant to which the Company sold 500,000 shares of its Common Stock (the
“New 2010 Shares”), for a price of $0.03 per share in a private placement, at a total offering price for the New 2010
Shares issued of $15,000 in cash, with no underwriting discounts or commissions payable.
The New 2014, 2013, 2012, 2011, and 2010 Shares,
and shares sold in 2006 (“New 2006 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.
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 Programs | |
Month Ended October 31, 2014 | |
| -0- | | |
Not applicable | |
| -0- | | |
| -0- | |
Month Ended November 30, 2014 | |
| -0- | | |
Not applicable | |
| -0- | | |
| -0- | |
Month Ended December 31, 2014 | |
| -0- | | |
Not applicable | |
| -0- | | |
| -0- | |
Total | |
| -0- | | |
Not applicable | |
| -0- | | |
| -0- | |
Equity Compensation Plan Information
As of December 31, 2014, 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 | |
| 464,000 | |
Equity 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.
Results of Operations
Year Ended December 31, 2014 Compared to
Year Ended December 31, 2013
The business of the Company
in 2014 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 2014. 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, 2014 totaled $20,904, a decrease of $14,247, or 40.5%, compared to $35,151 incurred for the year ended December 31,
2013. The decrease in expenses relates primarily to a decrease in fees paid to the service provider for XBRL services required
pursuant to SEC regulations.
Year Ended December 31, 2013 Compared to
Year Ended December 31, 2012
The business of the Company
in 2013 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 2013. 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, 2013 totaled $35,151, an increase of $18,835, or 115.4%, compared to $16,316 incurred for the year ended December
31, 2012. The increase in expenses relates to the fees paid for XBRL services required pursuant to SEC regulations.
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, December 2010, November 2011, September 2012,
November 2013, February, March and August 2014, the Company sold through a private placement of unregistered securities
2,400,000, 500,000, 375,000, 1,500,000, 361,766, and 733,300 shares, respectively, of Common Stock for a total of $120,000,
$15,000, $15,000, $15,000, $10,853, and $21,803, respectively. The shares sold through private placement from December 2006
through 2014 total 5,870,066 and private placement proceeds total $197,656. As reflected in the accompanying balance sheet at
December 31, 2014, cash totals $2,356. Based on such balance and management’s forecast of activity levels during the
period that it may remain a “pubic shell” corporation, management will have to again sell through private
placement a number of additional shares of common stock to generate sufficient cash to pay its current liabilities and its
administrative expenses as such expenses become due in 2015. 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.
| 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, 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 Chief Executive 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, 2014. 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, 2014.
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, 2014 that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.
| Item 9B. | Other Information. |
None.
PART III
| Item 10. | Directors, Executive Officers, Promoters and Corporate
Governance. |
Directors of the Company
Certain information relating to the persons
who are the directors of the Company is set forth below.
Name |
|
Age |
|
Principal Occupation |
|
Director
Since |
|
Term
Expires |
|
|
|
|
|
|
|
|
|
Daniel J. Dorman |
|
52 |
|
President of Dorman Industries, LLC, a company that beneficially owns 61.11% of the outstanding Common Stock of the Company (1) |
|
2004 |
|
2010 (2) |
Lawrence J. De Fiore |
|
54 |
|
CPA and shareholder and officer of DeFiore Spalding, P.C., a public accounting firm |
|
2004 |
|
2009 (2) |
|
|
|
|
|
|
|
|
|
Richard A. Walawender |
|
54 |
|
Senior Principal at the law firm Miller, Canfield, Paddock and Stone, PLC. |
|
2006 |
|
2008 (2) |
| (1) | This percentage does not include 4.21% of the Company’s outstanding Common Stock owned beneficially by Patricia A. Dorman,
Mr. Dorman’s wife. |
| (2) | Messrs. Dorman, 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 then outstanding common stock
of the Company. Mr. Dorman is the founder of Dorman Industries, LLC, which he founded in 2004 to hold interests in several operating
companies, and he has served as its President since its inception. Mr. Dorman has been the president of D.J. Dorman & Co.,
Inc. and its predecessor since 1989. D.J. Dorman & Co., Inc. originates, structures, acquires and manages investments in private
equity and buy-out opportunities on behalf of several entities. Mr. Dorman is also a director of several other private entities.
Lawrence J. De Fiore was
appointed to the Board of Directors in April 2004 upon the purchase by Dorman Industries, LLC of 62.5% of the outstanding Common
Stock of the Company. Mr. De Fiore has been a CPA for over 20 years and is currently a shareholder and officer of the CPA firm
of De Fiore Spalding, P.C. In addition, Mr. De Fiore is a managing member of Spalding Capital, LLC, a merchant banking firm, and
serves on the boards of certain private equity funds and growth oriented operating enterprises. Mr. De Fiore has been active in
over seventy-five transactions involving acquisitions and private investment as a principal and as a senior advisor to various
Midwest based institutions and private families. Mr. De Fiore has extensive investment experience in financial due diligence, business
valuation, ongoing portfolio management and strategic alliances. Mr. De Fiore graduated with honors from the Business School at
Michigan State University and is licensed as a CPA in the State of Michigan.
Richard A. Walawender has
been a director since December 2006. Mr. Walawender is a Senior Principal at the law firm Miller, Canfield, Paddock and Stone,
PLC, and has been a lawyer at the firm for over 20 years. He is a former Managing Director of the firm and currently heads the
firm’s Corporate & Securities Group. Mr. Walawender has extensive experience in corporate, securities and financing matters,
including international ventures. He graduated with highest distinction with a B.A. from the University of Michigan and with a
J.D. from the University of Michigan Law School. Mr. Walawender is licensed to practice law in the state of Michigan. He and the
firm of Miller, Canfield, Paddock and Stone, PLC provide legal services to the Company.
The Company has one executive
officer that serves in his positions at the pleasure of the Board of Directors. Mr. Daniel J. Dorman is the President, Chief Executive
Officer and Principal Financial Officer.
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, 2014, all filing requirements under Section 16(a) applicable to its executive
officers, directors and greater than ten percent beneficial owners were complied with.
Audit Committee
Because the Company does
not currently have any material business operations, the Company does not have a separate audit committee, and it does not have
an audit committee financial expert. Instead, the entire Board of Directors functions as the audit committee, and it engaged the
independent auditors. At such time as when the Company acquires a business or develops material business operations, it will form
an audit committee and appoint an independent audit committee financial expert.
Code of Ethics
The Company has adopted
a code of ethics that applies to its principal executive officer, principal financial officer and principal accounting officer
or controller, or person's performing similar functions. A copy of such code of ethics has been filed with the SEC as Exhibit 14.01
to this annual report on Form 10-K.
Procedures for Shareholder Nominations and
Proposals
A shareholder may nominate
persons for election to our board of directors or make a proposal of business to be considered by our shareholders at our annual
meeting of shareholders provided the shareholder gives timely notice of such nomination or proposal to the Secretary of the Corporation
in accordance with our bylaws.
To be timely, a shareholder’s
notice shall be delivered to our Secretary at our principal executive offices not less than 60 days nor more than 90 days prior
to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event the date of the annual
meeting is advanced by more than 30 days or delayed by more than 60 days from such anniversary date, notice by the shareholder
to be timely must be so delivered not earlier than the 90th day prior to such annual meeting and not later than the
close of business on the later of the 60th day prior to such annual meeting or the 10th day following the
day on which public announcement of the date of such meeting is first made. Such shareholder’s notice must set forth (i) as
to each person whom the shareholder proposes to nominate for election or reelection as a director, all information relating to
such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including such person’s written
consent to being named in the proxy statement as a nominee and to serving as a director if elected); (ii) as to any other
business that the shareholder proposes to bring before the meeting, a brief description of the business desired to be brought before
the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such shareholder
and the beneficial owner, if any, on whose behalf the nomination or proposal is made; (iii) as to the shareholder giving the
notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (A) the name and address of such
shareholder, as they appear on our books, and of such beneficial owner and (B) the class and number of shares of the corporation
which are owned beneficially and of record by such shareholder and such beneficial owner.
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.
| 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 Compensation | |
Occupation | |
|
Year | | |
Salary ($) | | |
Bonus ($) | | |
Options (#) | | |
($) | |
| |
|
| | |
| | |
| | |
| | |
| |
Daniel J. Dorman, | |
| 2014 | | |
$ | -0- | | |
$ | -0- | | |
| -0- | | |
$ | -0- | |
President and Chief | |
| 2013 | | |
$ | -0- | | |
$ | -0- | | |
| -0- | | |
$ | -0- | |
Executive Officer | |
| 2012 | | |
$ | -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, 2014.
OPTION GRANTS IN LAST FISCAL YEAR
| |
Individual Grants | | |
| | |
| |
Name | |
Number of
Securities Underlying Options
Granted | | |
Percent of Total
Options Granted To Employees In
Fiscal Year | | |
Exercise or
Base Price ($/Share) | | |
Expiration
Date | |
| |
| | |
| | |
| | |
| |
Daniel J. Dorman | |
| -0- | | |
| -0- | % | |
| — | | |
| — | |
The Named Executive Officer
did not exercise any options in the year ended December 31, 2014. The following table provides information with respect to unexercised
options held by the Named Executive Officer as of December 31, 2014.
AGGREGATED OPTION EXERCISES
IN LAST FISCAL YEAR AND
YEAR-END OPTION VALUES
| |
Number of Securities Underlying
Unexercised Options at Year-End (Number) | | |
Value of Unexercised In-the-Money
Options at Year End (Dollars) (1) | |
Name | |
Exercisable (1) | | |
Unexercisable | | |
Exercisable | | |
Unexercisable | |
| |
| | |
| | |
| | |
| |
Daniel J. Dorman | |
| -0- | | |
| -0- | | |
$ | -0- | | |
$ | -0- | |
| (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 2014 and the option exercise
price. |
Outstanding Equity Awards at Fiscal Year-End
Name and Principal
Position | |
Number of securities
underlying unexercised options/exercisable | |
Number of securities underlying
unexercised options/un-exercisable | |
Option
exercise price | | |
Option expiration
date | |
None | |
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, 2014:
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 plans | |
1993 Stock Option Plan | |
| -0- | | |
Not applicable | |
| 190,000 | |
Long-Term Incentive Plan | |
| -0- | | |
Not applicable | |
| 250,000 | |
1993 Directors Stock Option Plan | |
| -0- | | |
Not applicable | |
| 24,000 | |
Total | |
| -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.
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, 2014 or 2013.
| Item 12. | Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters. |
The following table sets
forth information as of December 31, 2014 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 Shares | | |
| |
Name | |
Beneficially Owned | | |
Percent of Class (4) | |
| |
| | |
| |
Directors and Management: | |
| | | |
| | |
Daniel J. Dorman (1) | |
| 8,718,323 | | |
| 61.11 | % |
Lawrence J. De Fiore (2) | |
| 400,000 | | |
| 2.80 | % |
Richard A. Walawender (3) | |
| 200,000 | | |
| 1.40 | % |
All directors and executive officers as group (3 persons) | |
| 9,318,324 | | |
| 65.31 | % |
| |
| | | |
| | |
5% Owners: | |
| | | |
| | |
Daniel J. Dorman (1) | |
| 8,718,323 | | |
| 61.11 | % |
| (1) | The number of shares shown in the table for Mr. Dorman represents 5,248,257 shares purchased on
April 1, 2004, 500,000 shares purchased on December 30, 2010, 375,000 shares purchased on November 14, 2011, 1,500,000 shares purchased
September 24, 2012, 361,766 shares purchased on November 7, 2013 and 733,300 shares purchased in 2014 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. |
| (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, 2014. At that date 14,267,047
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 2013, Miller, Canfield, Paddock and Stone, PLC provided
legal services to the Company totalling $5,447. There were no legal fees incurred in 2014.
| 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 2014 and
2013 are as follows:
| |
2014 | | |
2013 | |
| |
| | |
| |
Audit Fees | |
$ | 9,616 | | |
$ | 9,616 | |
Audit Related Fees | |
| -0- | | |
| -0- | |
Tax Fees | |
| -0- | | |
| -0- | |
All Other Fees | |
| -0- | | |
| -0- | |
Audit Fees. This
category includes the fees for the audit of our consolidated financial statements and the quarterly reviews of interim financial
statements (the “reviews”). This category also includes advice on audit and accounting matters that arose during or
as a result of the audit or the reviews and for services in connection with Securities and Exchange Commission filings.
Audit Related Fees.
There were no audit related fees paid.
Tax Fees. There
were no tax fees paid.
All Other Fees.
There were no other fees paid.
Effective May 6, 2003,
the Securities and Exchange Commission adopted rules that require that before independent auditors are engaged by the Company or
its subsidiaries to render any auditing or permitted non-audit related service, the engagement be approved by the Company's audit
committee, or the Company’s Board of Directors or entered into pursuant to pre-approval policies and procedures established
by the audit committee or the board of directors, provided the policies and procedures are detailed as to the particular service,
the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee's
responsibilities to management.
The Board of Directors
requires advance approval of all audit, audit-related, tax, and other services performed by the independent auditor. Unless the
specific service has been previously pre-approved with respect to that year, the audit committee must approve the permitted service
before the independent auditor is engaged to perform it. The Board of Directors has delegated to the chairman authority to approve
permitted services provided that the chairman reports any decisions to the Board of Directors at its next scheduled meeting.
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, 2014. |
| 1. | Report of Independent Registered Public Accounting Firm |
| 2. | Consolidated Balance Sheets as of December 31, 2014 and
2013 |
| 3. | Consolidated Statements of Operations for the years ended December 31, 2014 and 2013 |
| 4. | Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2014 and
2013 |
| 5. | Consolidated Statements of Cash Flows the years ended December 31, 2014 and 2013 |
| 6. | Notes to Consolidated Financial Statements for the years ended December 31, 2014 and 2013 |
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:
Exhibit |
|
|
No. |
|
Description |
|
|
|
3.01 |
|
Amended and Restated Articles of Incorporation, as amended, filed as Exhibit 3.1 to the Registrant's Form 10-QSB for the quarterly period ended September 30, 1999 and incorporated herein by reference, together with the Certificate of Amendment to such Amended and restated Articles of Incorporation filed as Exhibit 3.02 to the Registrant's Form 10-QSB for the quarterly period ended March 31, 2004 and incorporated herein by reference, |
|
|
|
3.02 |
|
Amended and Restated Bylaws, as amended, filed as Exhibit 3.02 to the Registrant's Form 10-KSB for the fiscal year ended December 31, 1999 and incorporated herein by reference. |
|
|
|
10.01 |
|
Nematron Corporation Long-Term Incentive Plan, filed as Exhibit 10.03 to the Registrant's Form 10-QSB for the quarterly period ended March 31, 1999 and incorporated herein by reference. |
|
|
|
14.01 |
|
Code of Ethics filed as Exhibit 14.01 to the Registrant's Form 10-K for the fiscal year ended December 31, 2011 and incorporated herein by reference. |
|
|
|
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.** |
|
|
|
101.INS
|
|
XBRL Instance Document.**
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema.**
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase.**
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase.**
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase.**
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase.**
|
|
|
|
** |
|
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.
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 Corporation
By: |
/s/ Daniel J. Dorman |
|
Dated: |
March 27, 2015 |
|
Daniel J. Dorman, Chairman, President |
|
|
|
|
and Chief Executive Officer (Principal |
|
|
|
|
Executive Officer and Principal Financial |
|
|
|
|
Officer) |
|
|
|
|
|
|
|
|
By: |
/s/ Laurence J. De Fiore |
|
Dated: |
March 27, 2015 |
|
Lawrence J. De Fiore, Director |
|
|
|
|
|
|
|
|
By: |
/s/ Richard A. Walawender |
|
Dated: |
March 27, 2015 |
|
Richard A. Walawender, Director |
|
|
|
Consolidated Financial Statements
and Report of
Independent Registered Public Accounting
Firm
Sandston Corporation
December 31, 2014 and 2013
SANDSTON CORPORATION
Table of Contents
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, 2014 and 2013, 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, 2014 and 2013,
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.
The accompanying financial statements have
been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements,
the Company has sustained recurring losses from operations, negative working capital, and insufficient liquidity, which raise substantial
doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters
are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome
of this uncertainty.
/s/ Plante & Moran, PLLC
March 27, 2015
Clinton Township, Michigan
Sandston Corporation
Balance Sheets
December 31, 2014 and 2013
| |
December 31, | |
| |
2014 | | |
2013 | |
| |
| | |
| |
Assets | |
| | | |
| | |
| |
| | | |
| | |
Current assets: | |
| | | |
| | |
Cash | |
$ | 2,356 | | |
$ | 4,807 | |
| |
| | | |
| | |
Total assets | |
$ | 2,356 | | |
$ | 4,807 | |
| |
| | | |
| | |
Liabilities and Stockholders' Equity (Deficit) | |
| | | |
| | |
| |
| | | |
| | |
Current liabilities: | |
| | | |
| | |
Accounts payable | |
$ | 23,118 | | |
$ | 26,468 | |
| |
| | | |
| | |
Stockholders' equity (deficit): | |
| | | |
| | |
Common stock, no par value; 30,000,000 shares authorized; 14,267,047 and 13,533,747 shares issued and outstanding at December 31, 2014 and 2013 | |
| 33,877,440 | | |
| 33,855,637 | |
Accumulated deficit | |
| (33,898,202 | ) | |
| (33,877,298 | ) |
Total stockholders' equity (deficit) | |
| (20,762 | ) | |
| (21,661 | ) |
| |
| | | |
| | |
Total liabilities and stockholders' equity | |
$ | 2,356 | | |
$ | 4,807 | |
See accompanying notes to financial statements.
Sandston Corporation
Consolidated Statements of Operations
For the Years Ended December 31, 2014 and
2013
| |
Year Ended December 31, | |
| |
2014 | | |
2013 | |
| |
| | |
| |
Net revenues | |
$ | - | | |
$ | - | |
| |
| | | |
| | |
General and administrative expenses | |
| 20,904 | | |
| 35,151 | |
| |
| | | |
| | |
Operating loss | |
| (20,904 | ) | |
| (35,151 | ) |
| |
| | | |
| | |
Income taxes | |
| - | | |
| - | |
| |
| | | |
| | |
Net loss | |
$ | (20,904 | ) | |
$ | (35,151 | ) |
| |
| | | |
| | |
| |
| | | |
| | |
Loss per share - basic and diluted (Note 2): | |
$ | nil | | |
$ | nil | |
| |
| | | |
| | |
Weighted average shares - basic and diluted (Note 2): | |
| 14,049,003 | | |
| 13,226,494 | |
See accompanying notes to financial statements.
Sandston Corporation
Consolidated Statements of Stockholders'
Equity
For the Years Ended December 31, 2014 and
2013
| |
Common Stock | | |
Accumulated | | |
| |
| |
Shares | | |
Amount | | |
Deficit | | |
Total | |
| |
| | |
| | |
| | |
| |
Balance, January 1, 2013 | |
| 13,171,981 | | |
$ | 33,844,784 | | |
$ | (33,842,147 | ) | |
$ | 2,637 | |
| |
| | | |
| | | |
| | | |
| | |
Sale of common stock | |
| 361,766 | | |
| 10,853 | | |
| | | |
| 10,853 | |
| |
| | | |
| | | |
| | | |
| | |
Net loss for the year ended December 31, 2013 | |
| | | |
| | | |
| (35,151 | ) | |
| (35,151 | ) |
| |
| | | |
| | | |
| | | |
| | |
Balance, December 31, 2013 | |
| 13,533,747 | | |
| 33,855,637 | | |
| (33,877,298 | ) | |
| (21,661 | ) |
| |
| | | |
| | | |
| | | |
| | |
Sale of common stock | |
| 733,300 | | |
| 21,803 | | |
| | | |
| 21,803 | |
| |
| | | |
| | | |
| | | |
| | |
Net loss for the year ended December 31, 2014 | |
| | | |
| | | |
| (20,904 | ) | |
| (20,904 | ) |
| |
| | | |
| | | |
| | | |
| | |
Balance, December 31, 2014 | |
| 14,267,047 | | |
$ | 33,877,440 | | |
$ | (33,898,202 | ) | |
$ | (20,762 | ) |
See accompanying notes to financial statements.
Sandston Corporation and Subsidiaries
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2014 and
2013
| |
Year Ended December 31, | |
| |
2014 | | |
2013 | |
Cash flows from operating activities: | |
| | | |
| | |
Net loss | |
$ | (20,904 | ) | |
$ | (35,151 | ) |
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 | |
| (3,350 | ) | |
| 20,989 | |
Net cash used in operating activities | |
| (24,254 | ) | |
| (14,162 | ) |
| |
| | | |
| | |
Cash flows from financing activities – sale of common stock | |
| 21,803 | | |
| 10,853 | |
| |
| | | |
| | |
Net decrease in cash and cash equivalents | |
| (2,451 | ) | |
| (3,309 | ) |
Cash at beginning of year | |
| 4,807 | | |
| 8,116 | |
| |
| | | |
| | |
Cash at end of year | |
$ | 2,356 | | |
$ | 4,807 | |
| |
| | | |
| | |
Supplemental Disclosures of Cash Flow Information: | |
| | | |
| | |
Cash paid for interest | |
$ | - | | |
$ | - | |
Cash paid for income taxes | |
| - | | |
| - | |
See accompanying notes to financial statements.
Sandston Corporation and Subsidiaries
Notes to Consolidated Statements of Cash
Flows
For the Years Ended December 31, 2014 and
2013
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. The Company
has made several subsequent sales of common stock to Dorman Industries in order to raise cash to pay operating expenses:
December 30, 2010 - 500,000 shares for $15,000; November 14, 2011 - 375,000 shares for $15,000; September 24, 2012 -
1,500,000 shares for $15,000; November 7, 2013 – 361,766 shares for $10,853; and February, March, and August 2014 -
733,300 shares for $21,803. Dorman Industries currently is the beneficial owner of 61.11% 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, from $197,656 of proceeds from the sales, through a private placement, of unregistered
common stock in the years 2006 through 2014 to certain accredited investors.
As reflected in the accompanying
balance sheet at December 31, 2014, cash totals $2,356. Based on such balance and management’s forecast of activity levels
during the period that it may remain a “pubic shell” corporation, management will have to again sell through private
placement a number of additional shares of common stock to generate sufficient cash to pay its current liabilities and its administrative
expenses as such expenses become due in 2015. 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. There can be no assurance that Dorman Industries, which owns 61.11%
of the Company’s outstanding stock, 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.
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 2014 or 2013.
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 14,049,003 and 13,226,494 for the years ended December 31, 2014 and 2013, respectively. 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 2014 and 2013, including $-0- in current taxes and $-0- in deferred taxes for both 2014 and 2013.
A reconciliation of income
tax expense recognized to income taxes at statutory rates is as follows:
| |
Year Ended December 31, | |
| |
2014 | | |
2013 | |
| |
| | |
| |
Income 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, 2014, the
Company has net operating loss carryforwards (“NOLs”) of approximately $328,000 that can be used to offset future taxable
income, and such NOLs result in a gross deferred tax asset of approximately $112,000 at that date. These NOLs expire in varying
amounts through 2034. 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, 2014 and 2013, 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 2014, increasing from $104,000 at December 31, 2013 to $112,000 at December 31, 2014.
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, 2014 and 2013, and there are no outstanding options as of December 31, 2014
or 2013.
EXHIBIT 23.01
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We consent to the incorporation by reference
in Registration Statements on Forms S-3 (Registration No.'s 333-1314, 333-15959) and Forms S-8 (Registration No.'s 333-1136, 333-1138)
of Sandston Corporation of our report dated March 27, 2015 on the financial statements of Sandston Corporation as of and for the
years ended December 31, 2014 and 2013, appearing in the Annual Report on Form 10-K of Sandston Corporation for the year ended
December 31, 2014.
/s/ Plante & Moran, PLLC |
|
|
|
Clinton Township, Michigan |
|
March 27, 2015 |
|
EXHIBIT 31.01
Certification of the Principal Executive
Officer
Pursuant to 15 U.S.C. 78M(A) or 780(D)
(Section 302 of the Sarbanes-Oxley Act of
2002)
I, Daniel J. Dorman, certify that:
| 1. | I have reviewed this report on Form 10-K of Sandston Corporation; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures
to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being
prepared; |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, 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; |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented
in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting
that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case
of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal
control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal controls
over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize
and report financial information; and |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant’s internal control over financial reporting. |
/s/ Daniel J. Dorman |
|
|
|
|
Name: |
Daniel J. Dorman |
|
Title: |
President and Chief Executive Officer |
|
|
(Principal Executive Officer) |
|
Date: |
March 27, 2015 |
|
EXHIBIT 31.02
Certification of the Principal Financial
Officer
Pursuant to 15 U.S.C. 78M(A) or 780(D)
(Section 302 of the Sarbanes-Oxley Act of
2002)
I, Daniel J. Dorman, certify that:
| 1. | I have reviewed this report on Form 10-K of Sandston Corporation; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures
to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being
prepared; |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, 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; |
| c. | Evaluated the effectiveness of the registrant’s disclosure
controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures,
as of the end of the period covered by this report based on such evaluation; and |
| d. | Disclosed in this report any change in the registrant’s
internal control over financial reporting that occurred during the registrant’s most
recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal
control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors
and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal controls
over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process,
summarize and report financial information; and |
| b. | Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control over financial
reporting. |
/s/ Daniel J. Dorman |
|
|
|
|
Name: |
Daniel J. Dorman |
|
Title: |
President and Chief Executive Officer |
|
|
(Principal Financial Officer) |
|
Date: |
March 27, 2015 |
|
EXHIBIT 32.01
Certification of Chief Executive Officer
Pursuant to 18 U.S.C. Sec. 1350
(Section 906 of the Sarbanes-Oxley Act of
2002)
Pursuant to 18 U.S.C. Sec. 1350, the undersigned
officer of Sandston Corporation (the "Company") hereby certifies, to such officer's knowledge, that the Company's Annual
Report on Form 10-K for the year ended December 31, 2014 (the "Report") fully complies with the requirements of Section
13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents,
in all material respects, the financial condition and results of operations of the Company.
/s/ Daniel J. Dorman |
|
|
|
|
Name: |
Daniel J. Dorman |
|
Title: |
President and Chief Executive Officer |
|
|
(Principal Executive Officer) |
|
Date: |
March 27, 2015 |
|
The foregoing certification (i) accompanies
the filing and is being furnished solely pursuant to 18 U.S.C. Sec. 1350, (ii) will not be deemed "filed" for purposes
of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and (iii) will not
be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent
that the small business issuer specifically incorporates it by reference.
A signed original of this written statement
required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed
form within the electronic version of this written statement required by Section 906, has been provided to Sandston Corporation
and will be retained by Sandston Corporation and furnished to the Securities and Exchange Commission or its staff upon request.
EXHIBIT 32.02
Certification of Chief Financial Officer
Pursuant to 18 U.S.C. Sec. 1350
(Section 906 of the Sarbanes-Oxley Act of
2002)
Pursuant to 18 U.S.C. Sec. 1350, the undersigned
officer of Sandston Corporation (the "Company") hereby certifies, to such officer's knowledge, that the Company's Annual
Report on Form 10-K for the year ended December 31, 2014 (the "Report") fully complies with the requirements of Section
13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents,
in all material respects, the financial condition and results of operations of the Company.
/s/ Daniel J. Dorman |
|
|
|
|
Name: |
Daniel J. Dorman |
|
Title: |
President and Chief Executive Officer |
|
|
(Principal Financial Officer) |
|
Date: |
March 27, 2015 |
|
The foregoing certification (i) accompanies
the filing and is being furnished solely pursuant to 18 U.S.C. Sec. 1350, (ii) will not be deemed "filed" for purposes
of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and (iii) will not
be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent
that the small business issuer specifically incorporates it by reference.
A signed original of this written statement
required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed
form within the electronic version of this written statement required by Section 906, has been provided to Sandston Corporation
and will be retained by Sandston Corporation and furnished to the Securities and Exchange Commission or its staff upon request.
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