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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Sandston Corp (CE) | USOTC:SDON | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0001 | 0.00 | 01:00:00 |
Michigan
|
38-2483796
|
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification
No.)
|
Large
Accelerated Filer
¨
|
Accelerated
Filer
¨
|
Non-
Accelerated Filer
¨
|
Smaller
Reporting Company
x
|
June 30,
|
||||||||
2009
|
December 31,
|
|||||||
(
Unaudited
)
|
2008
|
|||||||
Assets
|
||||||||
Current
assets:
|
||||||||
Cash
|
$ | 29,556 | $ | 45,073 | ||||
Deposit
|
1,800 | 1,800 | ||||||
Total
assets
|
$ | 31,356 | $ | 46,873 | ||||
Liabilities and Shareholders’
Equity
|
||||||||
Current
liabilities - accounts payable
|
$ | 1,947 | $ | 2,388 | ||||
Shareholders’
deficit:
|
||||||||
Common
stock, no par value, 30,000,000 shares authorized, 10,796,981 shares
issued and outstanding
|
33,799,784 | 33,799,784 | ||||||
Accumulated
deficit
|
(33,770,375 | ) | (33,755,299 | ) | ||||
Total
shareholders’ equity
|
29,409 | 44,485 | ||||||
Total
liabilities and shareholders’ equity
|
$ | 31,356 | $ | 46,873 |
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
(Unaudited)
|
(Unaudited)
|
(
Unaudited)
|
(Unaudited)
|
|||||||||||||
Net
revenues
|
$ | - | $ | - | $ | - | $ | - | ||||||||
General
and administrative expenses
|
4,746 | 5,099 | 15,076 | 15,687 | ||||||||||||
Loss
before income taxes
|
(4,746 | ) | (5,099 | ) | (15,076 | ) | (15,687 | ) | ||||||||
Income
taxes
|
- | - | - | - | ||||||||||||
Net
loss
|
$ | (4,746 | ) | $ | (5,099 | ) | $ | (15,076 | ) | $ | (15,687 | ) | ||||
Loss
per share amounts – basic and diluted (Note 2):
|
$ | - | $ | - | $ | - | $ | - | ||||||||
Weighted
average shares outstanding – basic and diluted (Note 2):
|
10,796,981 | 10,796,981 | 10,796,981 | 10,796,981 |
Six Months Ended June 30,
|
||||||||
2009
|
2008
|
|||||||
(Unaudited)
|
(Unaudited)
|
|||||||
Cash
flows from operating activities:
|
||||||||
Net
loss
|
$ | (15,076 | ) | $ | (15,687 | ) | ||
Adjustments
to reconcile net loss to net cash flows used in operating
activities:
|
||||||||
Changes
in assets and liabilities that provided (used) cash:
|
||||||||
Accounts
payable
|
(441 | ) | 1,577 | |||||
Net
cash used in operating activities
|
(15,517 | ) | (14,110 | ) | ||||
Net
decrease in cash
|
(15,517 | ) | (14,110 | ) | ||||
Cash
at beginning of period
|
45,073 | 69,062 | ||||||
Cash
at end of period
|
$ | 29,556 | $ | 54,952 | ||||
Supplemental
disclosures of cash flow information:
|
||||||||
Cash
paid for interest
|
$ | - | $ | - | ||||
Cash
paid for income taxes
|
- | - |
·
|
We
have had no operating history since April 2004 and no revenues or earnings
from operations since April 2004. We have no material assets
and we will, in all likelihood, sustain operating expenses without
corresponding revenues at least until the consummation of a business
combination.
|
|
·
|
Since
we have no operating history, 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.
|
·
|
We
may be unable to successfully identify and acquire a suitable merger
partner or acquisition candidate.
|
|
·
|
Recent
turmoil across various sectors of the financial markets may negatively
impact our ability to complete an
acquisition.
|
·
|
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.
|
|
·
|
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 shareholders 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.
|
·
|
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.
|
|
·
|
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 that our assessment of these individuals will
prove to be correct.
|
·
|
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 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.
|
|
·
|
NOLs
may be carried forward to offset federal and state taxable income in
future years and eliminate income taxes otherwise payable on such taxable
income, subject to certain adjustments. Based on current
federal corporate income tax rates, our NOL and other carryforwards could
provide a benefit to us, if fully utilized, of significant future tax
savings. However, our ability to use these tax benefits in
future years will depend upon the amount of our otherwise taxable
income. If we do not have sufficient taxable income in future
years to use the tax benefits before they expire, we will lose the benefit
of these NOL carryforwards
permanently.
|
·
|
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.
|
·
|
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.
|
|
·
|
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.
|
·
|
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.
|
|
·
|
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.
|
·
|
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
common stock may be subject to significant restriction on resale due to
federal penny stock restrictions.
|
·
|
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.
|
|
·
|
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.
|
·
|
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.
|
|
·
|
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, current
stockholders’ equity interest in the Company will be
diluted.
|
|
·
|
If
the Company enters 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
principal shareholder, Daniel J. Dorman, owns or controls 48.61% of our
common stock. His wife owns 5.56% of our common
stock. Consequently, they will have significant influence over
all matters requiring approval by our shareholders, but not requiring the
approval of the minority shareholders. In addition, he is now
an officer and director. Because he and his wife own or control a majority
of our common stock, they will be able to elect all of the members of our
board of directors, allowing them to exercise significant control of our
affairs and management. In addition, they may transact most
corporate matters requiring shareholder approval by written consent,
without a duly-noticed and duly-held meeting
of shareholders.
|
·
|
Uncertainties
discussed elsewhere in “Management's Discussion and Analysis of Results of
Operations”.
|
Item
3.
|
Quantitative
and Qualitative Disclosures About Market
Risk
|
Item
4.
|
Controls
and Procedures
|
Item
6.
|
Exhibits
and Reports on Form 8-K
|
Sandston
Corporation
|
||
August 10, 2009
|
/s/ Daniel J. Dorman
|
|
Date
|
President,
CEO and Principal Financial
Officer
|
Exhibit Number
|
Description of Exhibit
|
|
31.1
|
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)
|
|
31.2
|
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)
|
|
32.1
|
Certification
of Chief Executive Officer Pursuant to 18 U.S.C. Sec. 1350 (Section 906 of
the Sarbanes-Oxley Act of 2002)
|
|
32.2
|
Certification
of Chief Financial Officer Pursuant to 18 U.S.C. Sec. 1350 (Section 906 of
the Sarbanes-Oxley Act of
2002)
|
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