UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 18, 2004
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SANDSTON CORPORATION
(Exact name of registrant as specified in its charter)
Michigan 0-21142 38-2483796
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
40950 Woodward Avenue, Suite 304, Bloomfield Hills, Michigan 48304
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (248) 723-3007
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(Former name or former address, if changed since last report)
ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
As discussed in the Registrant's Current Report on Form 8-K filed with
the Securities and Exchange Commission on April 7, 2004, now that the Registrant
has filed its quarterly report on Form 10-QSB, for the period ending March 31,
2004, Grant Thornton LLP ("Grant Thornton") has resigned as the company's
independent auditors effective May 18, 2004. The Registrant has not begun the
process of selecting new independent accountants.
The auditors' report on the Registrant's financial statements for each
of the two most recent years were modified as to uncertainty of the Registrant's
ability to continue as a going concern. Each of the auditors' reports referenced
Note 2 to the consolidated financial statements noting that the Registrant had
suffered recurring losses from operations, had a deficit in working capital, had
experienced cash flow difficulties and was in default with certain covenants
contained in financing agreements with its lenders.
During the Registrant's two most recent years and the subsequent
interim period through May 17, 2004, (i) there were no disagreements between the
Registrant and Grant Thornton on any matter of accounting principles or
practices, financial statement disclosures or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of Grant Thornton would have
caused Grant Thornton to make reference thereto in their report on the financial
statements for such fiscal years, and (ii) there were no reportable events as
defined in Regulation S-K Item 304 (a)(1)(v), except as follows:
In connection with its audit of the Registrant's consolidated
financial statements for the year ended December 31, 2003, Grant
Thornton, the Registrant's independent accountants, advised the Audit
Committee and management of a deficiency involving internal control
that Grant Thornton considered to be a reportable condition under
standards established by the American Institute of Certified Public
Accountants. Grant Thornton reported that during 2003 an error was made
in the application of Emerging Issues Task Force Consensus 00-27,
"Application of Issue No. 98-5 to certain Convertible Instruments"
("EITF 00-27") in the determination of the value of the beneficial
conversion features connected with the issuance of convertible
securities with detachable warrants, which resulted in an audit
adjustment increasing interest expense and common stock by $286,498.
This is a complex area of accounting involving the computation of
intrinsic values inherent in relative values of the instruments.
The Registrant has authorized Grant Thornton to fully respond to the
inquiries, if any, of the Registrant's successor accountants concerning this
matter. The Registrant provided Grant Thornton with a copy of the above
disclosures which the Registrant is
making in response to Item 304(a) of Regulation S-K and requested that Grant
Thornton furnish it with a letter addressed to the Securities and Exchange
Commission stating whether or not it agrees with such disclosures. A copy of
such letter dated May 24, 2004 is filed as Exhibit 16 to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 16 Letter from Grant Thornton LLP dated May 24, 2004
SIGNATURES
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Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereby duly authorized.
May 24, 2004 SANDSTON CORPORATION
/s/ Daniel J. Dorman
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By: Daniel J. Dorman,
Chairman
EXHIBIT INDEX
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NO. DESCRIPTION
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16 Letter from Grant Thornton LLP
Dated May 24, 2004