UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-KSB
(AMENDMENT
NO. 2)
(Mark
One)
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
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EXCHANGE
ACT OF 1934
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For
the fiscal year ended
December 31, 2007 or
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o
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
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EXCHANGE
ACT OF 1934
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For
the transition period from____________________
to__________________
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Commission
File Number:
0-21142
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SANDSTON
CORPORATION
(Name
of
small business issuer in its charter)
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Michigan
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38-2483796
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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40950
Woodward Avenue, Suite 303 Bloomfield Hills ,MI
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48304
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(Address
of principal executive offices)
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(ZipCode)
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(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:
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Title
of Each Class
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Name
of Exchange on Which Registered
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Common
stock, no par value
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None
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Check
whether the issuer is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act
o
Check
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
o
No
Check
if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B 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-KSB
or any amendment to this Form 10-KSB.
x
Indicate
by check mark whether the Registrant is a Shell Company (as defined in Rule
12b-2 of the Exchange Act)
x
Yes
o
No
State
the
Issuer's revenues for its most recent fiscal year: $-0-
The
aggregate market value of the voting stock held by non-affiliates as of March
5,
2008, computed by reference to the closing price of such stock on such date
as
quoted on the OTCBB, was approximately $2,957,000. For purposes of this
computation only, all executive officers, directors, and beneficial owners
of
more than 10% of the outstanding Common Stock, are assumed to be
affiliates.
The
number of shares outstanding of the issuer's Common Stock on March 5, 2008
was
10,796,981.
DOCUMENTS
INCORPORATED BY REFERENCE: None
TRANSITIONAL
SMALL BUSINESS DISCLOSURE FORMAT
o
Yes
x
No
EXPLANATORY
NOTE
We
are
filing this Amendment No. 2 on Form 10-KSB/A to our Annual Report on Form
10-KSB for the period ending December 31, 2007, which was filed on March 7,
2008
and amended on August 7, 2008 (the ‘‘Form 10-KSB’’) to amend Item 8A, “Controls
and Procedures”, in its entirety to read as set forth below in Item 8A(T),
“Controls and Procedures”.
In
this
amendment, and as explained below, we have concluded that our disclosure
controls and procedures were not effective as of the end of our fiscal year
ended December 31, 2007. However,
this
amendment does not result in any change to our original conclusion that our
internal control over financial reporting is effective or amend our financial
statements for our fiscal year ended December 31, 2007.
We
have
filed the following exhibits with this amendment:
Exhibit
31.01 Certification of Principal Executive Officer pursuant to Rule
13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934;
Exhibit
31.022 Certification of Principal Financial Officer pursuant to Rule
13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934;
Exhibit
32.01 Certification of Chief Executive Officer pursuant to 18 U.S.C.1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002;
and
Exhibit
32.02 Certification of Chief Financial Officer pursuant to 18 U.S.C.1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Except
for the above-mentioned items, our Form 10-KSB has not been
amended.
**********
Item
8A(T).
Controls
and Procedures.
(a)
Evaluation
of disclosure controls and procedures.
The
Company maintains disclosure controls and procedures (as defined in Exchange
Act
Rules 13a-15(e) and 15d-15(e)) that are designed to provide reasonable assurance
that the information required to be disclosed in the reports it files with
the
Securities and Exchange Commission is collected and then processed, summarized
and disclosed within the time periods specified in the rules of the Securities
and Exchange Commission. Under the supervision and with the participation of
the
Company’s management, including the Company’s Chief Executive Officer and Chief
Financial Officer, the Company has evaluated the effectiveness of the design
and
operation of its disclosure controls and procedures as of the end of the period
covered by this report. Based on such evaluation, the Company’s Chief Executive
Officer and Chief Financial Officer have concluded that
the
Company’s disclosure controls and procedures were not effective as of the end of
our fiscal year ended December 31, 2007 for the reason that follows: Even though
management had timely performed its assessment of internal control over
financial reporting, the Company failed to include that report in its Annual
Report on Form 10-KSB filed March 7,2008. Such disclosure was required due
to
changes in SEC filing regulations related to non-accelerated filers and smaller
reporting companies such as the Company. As a result of such failure the Company
has taken steps to enhance the ability of its system of disclosure controls
and
procedures to timely identify and respond to changes in SEC filing regulations
applicable to the Company.
It
is to
be noted that our conclusion that our disclosure controls and procedures
were
not effective as of the end of our fiscal year ended December 31,2007 did
not
result in any change to our original conclusion that our internal control
over
financial reporting was effective or in any change to our financial statements
for the fiscal year ended December 31,2007
.
(b)
Internal
Control Over Financial Reporting.
Management’s
Annual Report on Internal Control over Financial
Reporting
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Exchange Act
Rules 13a-15(f) and 15d-15(f). Our internal control over financial
reporting was designed to provide reasonable assurance to the Company's
management and board of directors regarding the preparation and fair
presentation of published consolidated financial statements. Internal control
over financial reporting is promulgated under the Exchange Act as a process
designed by, or under the supervision of, the Company's principal executive
officer and principal financial officer and effected by the Company's board
of
directors, management and other personnel, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted
accounting principles. Internal control over financial reporting, no matter
how
well designed, has inherent limitations and may not prevent or detect
misstatements. Therefore, even effective internal control over financial
reporting can only provide reasonable assurance with respect to the financial
statement preparation and presentation.
Our
management has conducted, with the participation of our CEO and CFO, an
assessment, including testing of the effectiveness, of our internal control
over
financial reporting as of December 31, 2007. 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.
A
material weakness is a deficiency, or combination of deficiencies, in internal
control over financial reporting, such that there is a reasonable possibility
that a material misstatement of the Company’s annual or interim financial
statements will not be prevented or detected on a timely basis. In connection
with management’s assessment of our internal control over financial reporting,
management concluded there was no material weakness in our internal controls
over financial reporting, and, accordingly, our controls are effective based
on
the above said criteria and guidance.
This
Annual report does not include an attestation report of the company’s registered
public accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by the company’s registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the company to provide only management’s report
in this annual report.
(c)
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,
2007
that have materially affected, or are reasonably likely to materially affect,
the Company’s internal control over financial reporting.
Item
13.
Exhibits.
Exhibits
included herewith are set forth on the Index to Exhibits, which is incorporated
herein by reference.
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
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Sandston
Corporation
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By:
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/s/
Daniel J. Dorman
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Dated:
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September
3, 2008
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Daniel
J. Dorman, Chairman and CEO
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and
Principal Financial Officer
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By:
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/s/
Laurence J. De Fiore
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Dated:
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September
3, 2008
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Lawrence
J. De Fiore, Director
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By:
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/s/
Richard A. Walawender
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Dated:
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September
3, 2008
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Richard
A. Walawender, Director
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INDEX
TO
EXHIBITS
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Exhibit
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Number
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Description
of Exhibit
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31.01
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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).*
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31.02
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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).*
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32.01
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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.*
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32.02
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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.*
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*
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Filed
herewith.
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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-KSB.
Sandston (CE) (USOTC:SDON)
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